- - --------------------------------------------------------------------------------
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q
 
(Mark One)
  [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                  For the quarterly period ended June 30, 1994
 
                                       OR
 
  [_]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
              For the transition period from                    to

                         COMMISSION FILE NUMBER 1-8625
 
                               ----------------
 
                          CITADEL HOLDING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                DELAWARE                               95-3885184
    (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

       600 NORTH BRAND BOULEVARD                         91203
          GLENDALE, CALIFORNIA                         (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 956-7100
 
                               ----------------
 
  Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No     .
                                              ---    ---

  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. The number of shares of Common
Stock, par value $.01 per share, of Registrant outstanding as of August 12,
1994 was 6,595,624 shares.
 
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- - --------------------------------------------------------------------------------

                          CITADEL HOLDING CORPORATION
 
                                     INDEX

                                                                             PAGE
                                                                             ----
                                                                       
 PART I.  FINANCIAL INFORMATION
 Item 1.  Financial Statements
          Consolidated Statements of Financial Condition (Unaudited) as of
           June 30, 1994 and December 31, 1993............................     1
          Consolidated Statements of Operations (Unaudited) for the
           quarters and the six months ended June 30, 1994 and 1993.......     2
          Consolidated Statements of Cash Flows (Unaudited) for the
           quarters and the six months ended June 30, 1994 and 1993.......     3
          Notes to Consolidated Financial Statements......................     5
 Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations..........................................    15
 PART II. OTHER INFORMATION
 Item 1.  Legal Proceedings...............................................    43
 Item 2.  Changes in Securities...........................................    43
 Item 3.  Defaults Upon Senior Securities.................................    43
 Item 4.  Submission of Matters to a Vote of Security Holders.............    43
 Item 5.  Other Information...............................................    43
 Item 6.  Exhibits and Reports on Form 8-K................................    44
          a. Exhibits.....................................................    44
          b. Reports on Form 8-K..........................................    45

                                      (i)

                         PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        JUNE 30,   DECEMBER 31,
                                                          1994         1993
                                                       ----------  ------------
                                                             (UNAUDITED)
                                                             
ASSETS:
  Cash, federal funds sold and other cash equivalents. $   92,850   $  145,961
  Investment securities available for sale (June 30,
   1994 at fair value; December 31, 1993 at amortized 
   cost, fair value $92,512)..........................     94,623       92,259
  Mortgage-backed securities available for sale (June
   30, 1994 at fair value; December 31, 1993 at
   amortized cost, fair value $91,298)................     44,027       91,108
  Loans and owned real estate held for Bulk Sale, at
   fair value.........................................    358,930          --
  Loans held for sale, at lower of cost or market.....    188,638      367,688
  Loans receivable, net of allowances of $64,492 and
   $83,832 at June 30, 1994 and December 31, 1993,
   respectively.......................................  3,097,926    3,345,695
  Interest receivable.................................     24,369       23,052
  Investment in FHLB and FRB stock....................     53,158       52,151
  Owned real estate...................................     15,656      153,607
  Premises and equipment, net.........................     51,945       49,247
  Intangible assets, net..............................      1,579        2,098
  Other assets........................................     21,293       66,653
                                                       ----------   ----------
                                                       $4,044,994   $4,389,519
                                                       ==========   ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
 Liabilities:
  Deposits............................................ $3,000,619   $3,368,643
  FHLB Advances.......................................    422,700      326,400
  Commercial paper....................................    361,100      304,000
  Mortgage-backed notes...............................    100,000      100,000
  Other borrowings....................................        --         3,830
  Deferred tax liabilities............................        --        14,564
  Other liabilities...................................     22,602       24,679
  Subordinated notes..................................     60,000       60,000
                                                       ----------   ----------
                                                        3,967,021    4,202,116
                                                       ----------   ----------
 Stockholders' equity:
  Serial preferred stock, par value $.01 per share;
   authorized, 5,000,000 shares; no shares
   outstanding........................................        --           --
  Common stock, par value $.01 per share; authorized,
   10,000,000 shares; issued and outstanding,
   6,595,624 shares...................................         66           66
  Paid-in capital.....................................     60,052       60,052
  Unrealized loss on securities available for sale....     (2,669)         --
  Retained earnings...................................     20,524      127,285
                                                       ----------   ----------
                                                           77,973      187,403
                                                       ----------   ----------
                                                       $4,044,994   $4,389,519
                                                       ==========   ==========

 
                See notes to consolidated financial statements.
 
                                       1

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                       QUARTER ENDED       SIX MONTHS ENDED
                                         JUNE 30,              JUNE 30,
                                    --------------------  --------------------
                                      1994       1993       1994       1993
                                    ---------  ---------  ---------  ---------
                                                  (UNAUDITED)
                                                         
INTEREST INCOME:
 Loans............................  $  56,834  $  68,663  $ 117,562  $ 142,001
 Mortgage-backed securities.......        613      2,748      1,778      6,174
 Investment securities and other..      3,163      2,268      5,344      3,691
                                    ---------  ---------  ---------  ---------
 Total interest income............     60,610     73,679    124,684    151,866
                                    ---------  ---------  ---------  ---------
INTEREST EXPENSE:
 Deposits.........................     25,911     31,206     54,472     64,492
 FHLB Advances....................      4,154      4,814      7,420      9,958
 Other borrowings.................      6,214      8,885     11,207     18,009
 Subordinated notes...............      1,843      1,843      3,686      3,686
                                    ---------  ---------  ---------  ---------
 Total interest expense...........     38,122     46,748     76,785     96,145
                                    ---------  ---------  ---------  ---------
Net Interest Income...............     22,488     26,931     47,899     55,721
 Provision for estimated loan
  losses..........................     25,012     14,500     40,612     22,000
                                    ---------  ---------  ---------  ---------
Net Interest Income after
 Provision for Estimated Loan
 Losses...........................     (2,524)    12,431      7,287     33,721
                                    ---------  ---------  ---------  ---------
NONINTEREST INCOME (EXPENSE):
 Loan fee income..................        814      1,067      1,893      2,981
 Gains (losses) on sale of loans,
  net.............................     (1,528)       225     (4,332)       620
 Fee income from investment
  products........................      1,698      1,313      2,923      2,966
 Fee income on deposits and other
  income..........................      1,208      1,092      2,234      1,984
                                    ---------  ---------  ---------  ---------
                                        2,192      3,697      2,718      8,551
                                    ---------  ---------  ---------  ---------
 Provision for estimated real
  estate losses...................     (2,067)   (16,000)    (6,367)   (17,000)
 Direct costs of real estate
  operations, net.................     (3,127)    (4,377)    (5,184)    (7,695)
                                    ---------  ---------  ---------  ---------
                                      (5,194)    (20,377)   (11,551)   (24,695)
                                    ---------  ---------  ---------  ---------
 Gains (losses) on sale of
  mortgage-backed securities, net.         16      1,543       (605)     1,543
 Gains on sale of investment
  securities, net.................         24      1,946        353      1,946
                                    ---------  ---------  ---------  ---------
                                           40      3,489       (252)     3,489
                                    ---------  ---------  ---------  ---------
 Provision for loss on assets held
  for Bulk Sale...................    (56,518)       --     (56,518)       --
                                    ---------  ---------  ---------  ---------
 Total noninterest income
  (expense).......................    (59,480)   (13,191)   (65,603)   (12,655)
                                    ---------  ---------  ---------  ---------
OPERATING EXPENSE:
 Personnel and benefits...........     12,072     11,102     24,978     22,499
 Occupancy........................      3,707      3,134      7,223      6,159
 FDIC insurance...................      2,482      1,886      4,964      3,773
 Professional services............      2,912      2,609      5,573      4,264
 Office-related expenses..........      1,431      1,490      3,063      2,861
 Marketing........................        952        862      1,600      1,545
 Restructuring and
  Recapitalization charges and
  expenses........................     12,242        --      13,210        --
 Other general and administrative.      1,865      1,654      3,415      3,086
                                    ---------  ---------  ---------  ---------
 Total operating expense..........     37,663     22,737     64,026     44,187
                                    ---------  ---------  ---------  ---------
LOSS BEFORE INCOME TAXES..........    (99,667)   (23,497)  (122,342)   (23,121)
 Income tax benefit...............     (7,664)    (8,252)   (15,582)    (8,011)
                                    ---------  ---------  ---------  ---------
NET LOSS..........................  $ (92,003) $ (15,245) $(106,760) $ (15,110)
                                    =========  =========  =========  =========
NET LOSS PER SHARE................  $  (13.95) $   (2.31) $ (16.19)  $   (3.02)
                                    =========  =========  =========  =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING....  6,595,624  6,595,624  6,595,624  5,010,488
                                    =========  =========  =========  =========

                See notes to consolidated financial statements.
 
                                       2

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

                                         QUARTER ENDED      SIX MONTHS ENDED
                                           JUNE 30,             JUNE 30,
                                       ------------------  -------------------
                                         1994      1993      1994       1993
                                       --------  --------  ---------  --------
                                                   (UNAUDITED)
                                                          
CASH FLOWS--OPERATING ACTIVITIES:
 Net Loss............................. $(92,003) $(15,245) $(106,760) $(15,110)
 Reconciliation of net loss to
  operating cash flows, net:
  Provisions for estimated losses.....   27,079    30,500     46,979    39,000
  Provisions for loss on assets held
   for Bulk Sale......................   52,970        --     52,970        --
  (Gain) loss on sale of loans and
   securities.........................    1,504    (3,714)     4,600    (4,109)
  Capitalized loan origination costs..      130      (358)      (408)     (723)
  Amortization of deferred loan items,
   net................................       72      (660)      (465)     (657)
  Originations of loans held for sale.   (9,678)  (26,843)   (53,321)  (42,860)
  Proceeds from sales of loans held
   for sale...........................   14,074    23,328    222,047    44,189
  FHLB stock dividend.................     (883)      629     (1,350)      629
  Depreciation and amortization.......    1,753     2,251      3,428     4,468
  Interest receivable (increase)
   decrease...........................     (911)    1,480     (1,317)    3,244
  Other assets decrease...............   40,762     5,332     41,810     4,302
  Deferred income tax benefit.........   (3,651)       --    (13,317)     (489)
  Interest payable increase
   (decrease).........................   (9,191)   (5,499)    (3,197)   (1,753)
  Other liabilities and deferred
   income (decrease)..................   16,603   (11,909)     1,120   (16,770)
  Other, net..........................      288      (282)       443      (431)
                                       --------  --------  ---------  --------
    Operating cash flows, net.........   38,918      (990)   193,262    12,930
                                       --------  --------  ---------  --------
CASH FLOWS--INVESTING ACTIVITIES:
  Purchases of investment securities
   available for sale.................       --   (89,829)    (5,074)  (89,829)
  Maturities of investment securities
   available for sale.................       --    35,000         --    35,000
  Sales of investment securities
   available for sale.................       --    28,304         --    28,304
  Purchases of investment securities
   held to maturity...................       --   (24,993)        --   (24,993)
  Maturities of investment securities
   held to maturity...................       --        --         --    30,000
  Purchases of mortgage-backed
   securities ("MBS") available for
   sale...............................       --   (55,357)   (54,812)  (55,357)
  Principal repayments of MBS
   available for sale.................    3,679     6,733      7,632     6,733
  Proceeds from sales of MBS available
   for sale...........................       --    98,229     93,552    98,229
  Principal repayments of MBS held to
   maturity...........................       --        --         --     5,537
  Purchases of loans..................  (12,059)       --    (12,829)       --
  Loans receivable, net (increase)
   decrease...........................  (50,582)   58,923    (65,720)   65,454
  Real estate investment (additions)
   dispositions, net..................       88        12       (521)    3,209
  Proceeds from sales of real estate
   owned..............................    4,668    10,652     12,094    17,784
  Premises and equipment additions,
   net................................     (979)   (2,196)    (2,241)   (3,356)
  Other, net..........................       --      (496)        --    (1,531)
                                       --------  --------  ---------  --------
    Investing cash flows, net.........  (55,185)   64,982    (27,919)  115,184
                                       --------  --------  ---------  --------

                                                   (Continued on following page)
 
                                       3

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

                                           QUARTER ENDED     SIX MONTHS ENDED
                                             JUNE 30,            JUNE 30,
                                         ------------------  ------------------
                                           1994      1993      1994      1993
                                         --------  --------  --------  --------
                                                     (UNAUDITED)
                                                           
CASH FLOWS--FINANCING ACTIVITIES:
 Demand deposits and passbook savings,
  net increase (decrease)............... $(10,735) $(28,594) $ 17,397  $(43,525)
 Certificate accounts, net increase
  (decrease)............................ (159,822)  (37,509) (385,421) (188,864)
 Proceeds from FHLB Advances............  100,000    55,000   150,000   160,000
 Repayments of FHLB Advances............  (20,000) (135,000)  (53,700) (350,000)
 Short-term borrowings increase.........  107,100    54,884    53,270   362,001
 Repayments of long-term borrowings.....       --  (100,000)       --  (100,000)
 Proceeds from stock rights offering,
  net...................................       --        --        --    31,378
                                         --------  --------  --------  --------
  Financing cash flows, net.............   16,543  (191,219) (218,454) (129,010)
                                         --------  --------  --------  --------
   Net increase (decrease) in cash and
    cash equivalents....................      276  (127,227)  (53,111)     (896)
  Cash and cash equivalents at beginning
   of period............................   92,574   236,593   145,961   110,262
                                         --------  --------  --------  --------
CASH AND CASH EQUIVALENTS AT END OF THE
 PERIOD................................. $ 92,850  $109,366  $ 92,850  $109,366
                                         ========  ========  ========  ========
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash paid (received) during the period
  for:
  Interest on deposits, advances and
   other borrowings..................... $ 47,907  $ 50,399  $ 80,043  $ 93,894
  Income taxes..........................  (39,123)       30   (40,904)       45
SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:
 Additions to real estate acquired
  through foreclosure................... $ 43,064  $ 65,383  $ 81,197  $123,033
 Loans originated to finance sale of
  real estate acquired through
  foreclosure...........................    4,947     2,577     8,697     6,317
 Transfers from investment portfolio to
  held-for-sale portfolios:
  Loans receivable......................  242,913        --   242,913        --
  Investment securities.................       --    37,486        --    37,486
  Mortgage-backed securities............       --   224,688        --   224,688
 Transfer from held-for-sale to
  investment portfolio:
  Loans receivable......................    6,664        --     6,664        --

                See notes to consolidated financial statements.
 
                                       4

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                 JUNE 30, 1994
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of Presentation
 
  On August 4, 1994, Citadel Holding Corporation ("Citadel") completed major
aspects of a recapitalization and restructuring transaction (defined below as
the "Restructuring and Recapitalization"), pursuant to which its wholly-owned
subsidiary, Fidelity Federal Bank, a Federal Savings Bank ("Fidelity" or the
"Bank") raised approximately $109 million in new equity and Citadel's ownership
interest in Fidelity was reduced to a percentage estimated to be between 15%
and 17%. See Note 4. "Subsequent Events" below.
 
  The foregoing historical information presents Citadel's financial condition
and results of operations as of June 30, 1994 on a pre-Restructuring and
Recapitalization basis, showing Citadel as a financial services corporation
with Fidelity and Gateway Investment Services, Inc. ("Gateway") as wholly-
owned, principal operating subsidiaries. Unless the context otherwise requires,
Citadel, Fidelity, Gateway and their respective subsidiaries are referred to in
this report on a consolidated basis as the "Company"; provided that all
references to the "Company" with respect to the period after August 4, 1994 or
in the pro forma financial statements included in Note 5 below refer to Citadel
and its subsidiary on a consolidated basis (not including Fidelity and
Gateway). For more detailed information regarding the Restructuring and
Recapitalization and the various transactions incidental thereto, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Restructuring and Recapitalization".
 
  In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of various normal
accruals) necessary to present fairly its financial position, its results of
operations and its cash flows. Certain reclassifications have been made to
prior years' consolidated financial statements and other financial information
to conform to the 1994 presentation. The results of operations for the six-
month period ended June 30, 1994 are not indicative of the results of
operations to be expected for the entire year of 1994.
 
  The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do
not include all information and footnotes required to be in conformity with
generally accepted accounting principles. The financial information provided
herein, including the information under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations" ("MD&A") is
written with the presumption that the users of the interim financial statements
have read, or have access to, the most recent Annual Report on Form 10-K which
contains the latest audited financial statements and notes thereto, together
with the MD&A as of December 31, 1993 and for the year then ended.
 
                                       5

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                                 JUNE 30, 1994
 
2. INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
 
  The following table summarizes the Bank's investment in debt and equity
securities available for sale at June 30, 1994:

                                                                      AGGREGATE
                                      AMORTIZED UNREALIZED UNREALIZED   FAIR
                                        COST      GAINS      LOSSES     VALUE
                                      --------- ---------- ---------- ---------
                                               (DOLLARS IN THOUSANDS)
                                                          
   U.S. Treasury and agency issues..  $ 97,688       --     $(3,065)  $ 94,623
   Mortgage-backed securities.......    44,572       --        (545)    44,027
                                      --------     ----     -------   --------
                                      $142,260     $ --      (3,610)  $138,650
                                      ========     ====     =======   ========
   Net unrealized losses, investment
    securities......................                                  $ (3,610)
   Net unrealized gains, hedging
    activities......................                                       470
   Deferred income tax benefit......                                       471
                                                                      --------
    Net unrealized losses reported
    in stockholders' equity.........                                  $ (2,669)
                                                                      ========

  During the quarter ended June 30, 1994, the Bank did not sell any U.S.
Treasury or agency securities. However, as part of the Bank's efforts to reduce
the effects of further declines in the value of its investment securities
portfolio, the Bank initiated a program to hedge some of the market risk by
selling futures and options. Unrealized gains from such hedging activities
totaled $470,000 before tax for the quarter ending June 30, 1994.
 
  There were no investments in debt and equity securities held for trading or
held to maturity outstanding at June 30, 1994. For the three months ended June
30, 1994, there were no securities transferred between portfolios. As a result,
no related gains or losses were recorded in earnings. However, included in the
statement of operations is approximately $40,000 representing an adjustment to
a loss on the sale of mortgage-backed securities recorded in the previous
quarter and gains derived from selling options.
 
  The following table presents the Bank's investment in debt and equity
securities available for sale at June 30, 1994 by maturity:

                                                   MATURITY
                               ------------------------------------------------
                               WITHIN OVER 1 YEAR OVER 5 YEARS OVER 10
                               1 YEAR TO 5 YEARS  TO 10 YEARS   YEARS   TOTAL
                               ------ ----------- ------------ ------- --------
                                            (DOLLARS IN THOUSANDS)
                                                        
U.S. Treasury and agency is-
 sues......................... $7,560   $86,766       $297     $    -- $ 94,623
Mortgage-backed securities....     --     6,513         --      37,514   44,027
                               ------   -------       ----     ------- --------
                               $7,560   $93,279       $297     $37,514 $138,650
                               ======   =======       ====     ======= ========

 
                                       6

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                                 JUNE 30, 1994
 
3. ALLOWANCE FOR ESTIMATED LOAN AND REAL ESTATE LOSSES
 
  The following summarizes the activity in the Company's allowance for
estimated loan and real estate losses:

                                  ALLOWANCE FOR ESTIMATED LOSSES
                         ------------------------------------------------------
                                   1994                        1993
                         ---------------------------  -------------------------
                                    OWNED                       OWNED
                                    REAL                        REAL
                          LOANS    ESTATE    TOTAL     LOANS   ESTATE    TOTAL
                         --------  -------  --------  -------  -------  -------
                                      (DOLLARS IN THOUSANDS)
                                                      
Year-to-date activity
Balance on January 1,... $ 83,832  $17,715  $101,547  $64,277  $16,450  $80,727
 Provision for losses...   40,612    6,367    46,979   22,000   17,000   39,000
 Charge-offs............  (22,035)  (3,529)  (25,564) (18,607) (12,030) (30,637)
 GVA charged off on
  assets held for Bulk
  Sale..................  (21,481)  (7,894)  (29,375)      --       --       --
 Specific reserves
  charged off on assets
  held for Bulk Sale....  (14,277) (10,035)  (24,312)      --       --       --
 Recoveries.............    2,041       --     2,041      980        5      985
                         --------  -------  --------  -------  -------  -------
Balance on June 30,(1).. $ 68,692  $ 2,624  $ 71,316  $68,650  $21,425  $90,075
                         ========  =======  ========  =======  =======  =======
 
Quarter-to-date activity
Balance on March 31,.... $ 91,368  $20,465  $111,833  $68,456  $14,422  $82,878
 Provision for losses...   25,012    2,067    27,079   14,500   16,000   30,500
 Charge-offs............  (12,254)  (1,979)  (14,233) (14,924)  (8,997) (23,921)
 GVA charged off on
  assets held for Bulk
  Sale..................  (21,481)  (7,894)  (29,375)      --       --       --
 Specific reserves
  charged off on assets
  held for Bulk Sale....  (14,277) (10,035)  (24,312)      --       --       --
 Recoveries.............      324       --       324      618       --      618
                         --------  -------  --------  -------  -------  -------
Balance on June 30,(1).. $ 68,692  $ 2,624  $ 71,316  $68,650  $21,425  $90,075
                         ========  =======  ========  =======  =======  =======

- - --------
(1) Includes $4.2 million of general and specific reserves allocated to loans
    held for sale at June 30, 1994.
 
  The following schedule details the activity affecting allowance for credit
losses (specific valuation allowance) for impaired loans under SFAS No. 114:

                                                            SIX MONTHS ENDED
                                                             JUNE 30, 1994
                                                         ----------------------
                                                         (DOLLARS IN THOUSANDS)
                                                      
      Balance, January 1, 1994..........................        $12,254
        Allocations from GVA to recognize impairment....         32,750
        Charge-offs.....................................        (22,035)
        Charge-offs of specific reserves on Bulk Sale
         loans..........................................        (14,277)
                                                                -------
      Balance, June 30, 1994............................         $8,692
                                                                =======

                                       7

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                                 JUNE 30, 1994
 
4. SUBSEQUENT EVENTS
 
   During July 1994, as part of the Restructuring and Recapitalization
described below, Fidelity entered into definitive purchase and sale agreements
(each a "Bulk Sale Agreement") with three third-party purchasers for the sale
(together with the Citadel Purchase referred to below, the "Bulk Sales") of
primarily problem assets (together with the Citadel Purchase Assets referred to
below, the "Bulk Sale Assets") with a net book value as of June 30, 1994 of
$418.8 million (prior to write-downs recorded on such date) for an aggregate
purchase price equal to $338.5 million. Also during July 1994, Fidelity entered
into a definitive purchase agreement with Home Savings of America, FSB
("Home"), providing for the sale (the "Deposit and Branch Sale") of deposits
(currently estimated at $359.3 million) and certain assets at nine branches of
Fidelity at a 2.25% premium on core deposits plus the net book value of the
other assets sold (the "Deposit and Branch Sale Agreement").
 
  On August 4, 1994, the following aspects of the Restructuring and
Recapitalization were consummated (the "Closing"):
 
    a. Citadel sold to Fidelity all of the stock of Gateway for approximately
  $1.0 million cash;
 
    b. A newly-formed subsidiary of Citadel, Citadel Realty, Inc. ("CRI"),
  purchased (the "Citadel Purchase") from Fidelity four real properties (the
  "Citadel Purchase Assets") with a net book value of $23.2 million (prior to
  write-downs recorded on such date) for a purchase price of $19.8 million,
  $13.9 million of which was financed by Fidelity and the balance of which
  was financed with a short-term line of credit (the "Craig Line of Credit")
  from Craig Corporation ("Craig");
 
    c. Citadel received from Fidelity by way of dividend (i) one-year
  transferable options (subsequently contributed to CRI) to acquire two
  office buildings (the "Office Buildings") used in the operations of
  Fidelity (including its headquarters buildings) for an aggregate exercise
  price of $9.3 million (the "Office Building Options"), portions of which
  would be leased back by Fidelity upon exercise of such options, and (ii)
  Fidelity's interest in an existing lawsuit filed against the former carrier
  of Fidelity's directors' and officers' insurance policies, involving
  certain coverage and indemnity issues (the "D&O Litigation");
 
    d. Fidelity issued and sold to investors in a public offering 21,577,141
  shares of Class A and Class C Common Stock (the "FFB Class A Common Stock"
  and "FFB Class C Common Stock", respectively) for $5.25 per share, the net
  proceeds of which sale (approximately $109 million) were applied to pay
  down liabilities of the Bank and for general corporate purposes;
 
    e. Citadel's equity interest in Fidelity was reclassified into a number
  of shares of Class B Common Stock of the Bank (the "FFB Class B Common
  Stock" and, together with the FFB Class A Common Stock and the FFB Class C
  Common Stock, the "FFB Common Stock") that remains to be finally
  determined, which is estimated to amount to between 15% and 17% of the
  total number of shares of FFB Common Stock outstanding; and
 
    f. Fidelity redeemed its $60 million subordinated notes (the
  "Subordinated Notes") for a redemption price equal to $60 million plus
  accrued interest of approximately $1.5 million, which amounts were paid in
  cash, and a recapitalization fee of $1.0 million paid through the issuance
  of 190,476 shares of FFB Class A Common Stock to the holders of such notes.

                                       8

                  CITADEL HOLDING CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                                 JUNE 30, 1994
 
  The Bulk Sales (at the prices set forth in the Bulk Sale Agreements), the
Deposit and Branch Sale (at the price set forth in the Deposit and Branch Sale
Agreement) and the transactions outlined in clauses a. through c. and in clause
f. above are referred to herein collectively as the "Restructuring;" the steps
outlined under clauses d. and e. above are referred to herein collectively as
the "Recapitalization." The Citadel Purchase totaling $19.8 million closed on
August 3, 1994, and Fidelity closed two of the three third-party Bulk Sales on
August 11 and 18, 1994 for an aggregate sales of $60.2 million.
 
  See MD&A--"Restructuring and Recapitalization" below for further details
regarding the Restructuring and Recapitalization.
 
5. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
 
  The following pro forma consolidated statements of financial condition and
operations have been derived from the consolidated financial statements of the
Company at June 30, 1994 and for the six months ended June 30, 1994 and 1993.
These pro forma financial statements have been adjusted to give effect to the
Restructuring and Recapitalization as if such transactions had been consummated
at June 30, 1994 for the pro forma consolidated statement of financial
condition and at January 1, 1994 and 1993 for the pro forma consolidated
statements of operations for the six months ended June 30, 1994 and 1993,
respectively. The pro forma consolidated financial statements are presented for
informational purposes only and do not purport to be indicative of the
financial condition and results of operations that actually would have resulted
if the Restructuring and Recapitalization had been consummated at the dates
indicated. The pro forma consolidated financial statements should be read in
conjunction with the notes thereto and the Company's consolidated financial
statements and related notes thereto contained elsewhere in this Quarterly
Report on Form 10Q ("Form 10Q").
 
                                       9

                          CITADEL HOLDING CORPORATION
 
            PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                 JUNE 30, 1994
                             (DOLLARS IN THOUSANDS)

                                                     EFFECT OF EFFECT OF
                                        EFFECT OF     CITADEL   GATEWAY
                                     DECONSOLIDATION PURCHASE    SALE
                        HISTORICAL         (A)          (B)       (C)    PROFORMA
                        -----------  --------------- --------- --------- --------
                        (UNAUDITED)
                                                          
ASSETS:
 Cash, federal funds
  sold and other cash
  equivalents.......... $   92,850     $   (90,004)   $  (403)   $(340)  $ 2,103
 Investment securities
  available for sale...     94,623         (94,623)        --       --        --
 Mortgage-backed
  securities available
  for sale.............     44,027         (44,027)        --       --        --
 Loans and owned real
  estate held for Bulk
  Sale.................    358,930        (358,930)        --       --        --
 Loans held for sale...    188,638        (188,638)        --       --        --
 Loans receivable,
  net..................  3,097,926      (3,096,594)        --       --     1,332
 Interest receivable...     24,369         (24,368)        --       (1)       --
 Investment in FHLB
  and FRB stock........     53,158         (53,158)        --       --        --
 Owned real estate.....     15,706         (15,706)    20,042       --    20,042
 Premises and
  equipment, net.......     51,945         (51,921)        --      (24)       --
 Intangible assets,
  net..................      1,579          (1,579)        --       --        --
 Other assets..........     21,243         (20,548)       491     (297)      889
 Investment in
  Fidelity Federal
  Bank.................         --          27,720         --       --    27,720
                        ----------     -----------    -------    -----   -------
   Total assets........ $4,044,994     $(4,012,376)   $20,130    $(662)  $52,086
                        ==========     ===========    =======    =====   =======
LIABILITIES AND
 STOCKHOLDERS' EQUITY:
 Liabilities:
 Deposits.............. $3,000,619     $(3,000,619)   $    --    $  --   $    --
 FHLB Advances.........    422,700        (422,700)        --       --        --
 Commercial paper......    361,100        (361,100)        --       --        --
 Mortgage-backed
  notes................    100,000        (100,000)        --       --        --
 Other borrowings......         --              --     20,130       --    20,130
 Other liabilities.....     22,602         (21,439)        --     (662)      501
 Subordinated notes....     60,000         (60,000)        --       --        --
                        ----------     -----------    -------    -----   -------
   Total liabilities...  3,967,021      (3,965,858)    20,130     (662)   20,631
                        ----------     -----------    -------    -----   -------
 Stockholders' Equity:
 Common stock..........         66              --         --       --        66
 Paid-in capital.......     60,052              --         --       --    60,052
 Unrealized loss on
  securities available
  for sale.............     (2,669)          2,669         --       --        --
 Retained earnings
  (deficit)............     20,524         (49,187)        --       --   (28,663)
                        ----------     -----------    -------    -----   -------
   Total stockholders'
    equity.............     77,973         (46,518)        --       --    31,455
                        ----------     -----------    -------    -----   -------
     Total liabilities
      and stockholders'
      equity........... $4,044,994     $(4,012,376)   $20,130    $(662)  $52,086
                        ==========     ===========    =======    =====   =======

     See notes to pro forma consolidated statement of financial condition.
 
                                       10

       NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
 
(A) Reflects the deconsolidation of the Company's investment in the Bank
    resulting from the Recapitalization. The pro forma adjustments assume the
    revaluation of the Company's investment in the Bank based upon an
    estimated residual ownership interest of 4,200,000 shares of FFB Class B
    Common Stock and an estimated fair value per share equal to the pro forma
    book value per share of the Bank, giving effect to the Restructuring and
    Recapitalization, of $6.60 per share. Such value per share differs from
    the price per share of $5.25 paid by the investors in the
    Recapitalization. Company management has yet to make a decision on the
    carrying value of the Company's investment in the Bank.
 
(B) Reflects the consummation of the Citadel Purchase, which involved the
    purchase by CRI of four real estate properties from the Bank for an
    aggregate purchase price of $19.8 million. This acquisition was financed
    by the Bank through three loans to CRI in the aggregate amount of $13.9
    million, secured by the respective real estate properties, and a $6.2
    million draw on the Craig Line of Credit. The adjustment to Owned Real
    Estate includes the purchase price of the properties and acquisition costs
    of approximately $0.2 million. Adjustments to Other Assets include
    financing charges of $0.5 million related to the acquisition financing by
    the Bank and Craig. Adjustments to Cash include acquisition and financing
    charges described above, loan proceeds of $6.2 million received under the
    Craig Line of Credit and cash paid to the Bank of $5.9 million for the
    Citadel Purchase Assets.
 
(C) Reflects the pro forma impact of the sale of the outstanding stock of
    Gateway by Citadel to the Bank for $1.0 million in cash, an amount equal
    to the book value of such stock as of June 30, 1994. Pro forma adjustments
    reflect the deconsolidation of Gateway's assets and liabilities, net of
    cash received.
 
                                      11

                          CITADEL HOLDING CORPORATION
 
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 
                         SIX MONTHS ENDED JUNE 30, 1994
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                               EFFECT
                                                     EFFECT OF   OF
                                        EFFECT OF     CITADEL  GATEWAY
                                     DECONSOLIDATION PURCHASE   SALE
                         HISTORICAL        (A)          (B)      (C)    PRO FORMA
                         ----------- --------------- --------- -------  ---------
                         (UNAUDITED)
                                                         
INTEREST INCOME:
 Loans..................  $ 117,562     $(117,562)    $   --   $   --   $      --
 Mortgage-backed
  securities............      1,778        (1,778)        --       --          --
 Investment securities
  and other.............      5,344        (5,334)        --      (10)         --
                          ---------     ---------     ------   ------   ---------
   Total interest
    income..............    124,684      (124,674)        --      (10)         --
                          ---------     ---------     ------   ------   ---------
INTEREST EXPENSE:
 Deposits...............     54,472       (54,472)        --       --          --
 FHLB Advances..........      7,420        (7,420)        --       --          --
 Other borrowings.......     11,207       (11,207)     1,047       --       1,047
 Subordinated notes.....      3,686        (3,686)        --       --          --
                          ---------     ---------     ------   ------   ---------
   Total interest
    expense.............     76,785       (76,785)     1,047       --       1,047
                          ---------     ---------     ------   ------   ---------
NET INTEREST INCOME.....     47,899       (47,889)    (1,047)     (10)     (1,047)
 Provision for
  estimated loan
  losses................     40,612       (40,612)        --       --          --
                          ---------     ---------     ------   ------   ---------
NET INTEREST INCOME
 (EXPENSE) AFTER
 PROVISION FOR
  ESTIMATED LOAN
  LOSSES................      7,287        (7,277)    (1,047)     (10)     (1,047)
                          ---------     ---------     ------   ------   ---------
NONINTEREST INCOME
 (EXPENSE):
 Loan and other fee
  income................      1,893        (1,893)        --       --          --
 Gain (loss) on sales
  of loans, net.........     (4,332)        4,332         --       --          --
 Fee income from
  investment products...      2,923        (1,441)        --   (1,482)         --
 Fee income on deposits
  and other income......      2,234        (2,234)        --       --          --
                          ---------     ---------     ------   ------   ---------
                              2,718        (1,236)        --   (1,482)         --
                          ---------     ---------     ------   ------   ---------
 Provision for
  estimated real estate
  losses................     (6,367)        6,367         --       --          --
 Direct income (costs)
  of real estate
  operations, net.......     (5,184)        5,184        638       --         638
 Depreciation expense...         --            --       (244)      --        (244)
                          ---------     ---------     ------   ------   ---------
                            (11,551)       11,551        394       --         394
                          ---------     ---------     ------   ------   ---------
 Loss on sales of
  mortgage-backed
  securities, net.......       (605)          605         --       --          --
 Gain (loss) on sales
  of investment
  securities, net.......        353          (353)        --       --          --
                          ---------     ---------     ------   ------   ---------
                               (252)          252         --       --          --
                          ---------     ---------     ------   ------   ---------
 Provision for loss on
  assets held for Bulk
  Sale..................    (56,518)       56,518         --       --          --
                          ---------     ---------     ------   ------   ---------
 Total noninterest
  income (expense)......    (65,603)       67,085        394   (1,482)        394
                          ---------     ---------     ------   ------   ---------
OPERATING EXPENSE:
 Personnel and
  benefits..............     24,978       (24,728)        --       --         250
 Occupancy..............      7,223        (7,148)        --       --          75
 FDIC insurance.........      4,964        (4,964)        --       --          --
 Professional services..      5,573        (5,448)        --       --         125
 Office-related
  expenses..............      3,063        (3,013)        --       --          50
 Marketing..............      1,600        (1,600)        --       --          --
 Restructuring and
  Recapitalization
  charges and expenses..     13,210       (13,210)        --       --          --
 Other general and
  administrative........      3,415        (2,379)        --   (1,006)         30
                          ---------     ---------     ------   ------   ---------
   Total operating
    expense.............     64,026       (62,490)        --   (1,006)        530
                          ---------     ---------     ------   ------   ---------
EARNINGS (LOSS) BEFORE
 INCOME TAXES...........   (122,342)      122,298       (653)    (486)     (1,183)
 Income tax expense
  (benefit).............    (15,582)       16,266         --     (209)        475
                          ---------     ---------     ------   ------   ---------
NET EARNINGS (LOSS).....  $(106,760)    $ 106,032     $ (653)  $ (277)  $  (1,658)
                          =========     =========     ======   ======   =========
NET EARNINGS (LOSS) PER
 SHARE..................  $  (16.19)                                    $   (0.25)
                          =========                                     =========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING.....  6,595,624                                     6,595,624
                          =========                                     =========

         See notes to pro forma consolidated statements of operations.
 
                                       12

                          CITADEL HOLDING CORPORATION
 
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 
                         SIX MONTHS ENDED JUNE 30, 1993
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                               EFFECT
                                                     EFFECT OF   OF
                                        EFFECT OF     CITADEL  GATEWAY
                                     DECONSOLIDATION PURCHASE   SALE
                         HISTORICAL        (A)          (B)      (C)    PRO FORMA
                         ----------  --------------- --------- -------  ---------
                                                         
INTEREST INCOME:
 Loans.................. $ 142,001      $(142,001)    $   --   $   --   $      --
 Mortgage-backed
  securities............     6,174         (6,174)        --       --          --
 Investment securities
  and other.............     3,691         (3,522)        --      (18)        151
                         ---------      ---------     ------   ------   ---------
   Total interest
    income..............   151,866       (151,697)        --      (18)        151
                         ---------      ---------     ------   ------   ---------
INTEREST EXPENSE:
 Deposits...............    64,492        (64,492)        --       --          --
 FHLB Advances..........     9,958         (9,958)        --       --          --
 Other borrowings.......    18,009        (18,009)     1,048       --       1,048
 Subordinated notes.....     3,686         (3,686)        --       --          --
                         ---------      ---------     ------   ------   ---------
   Total interest
    expense.............    96,145        (96,145)     1,048       --       1,048
                         ---------      ---------     ------   ------   ---------
NET INTEREST INCOME.....    55,721        (55,552)    (1,048)     (18)       (897)
 Provision for
  estimated loan
  losses................    22,000        (22,000)        --       --          --
                         ---------      ---------     ------   ------   ---------
NET INTEREST INCOME
 (EXPENSE) AFTER
 PROVISION FOR
  ESTIMATED LOAN
  LOSSES................    33,721        (33,552)    (1,048)     (18)       (897)
                         ---------      ---------     ------   ------   ---------
NONINTEREST INCOME
 (EXPENSE):
 Loan and other fee
  income................     2,981         (2,981)        --       --          --
 Gain (loss) on sales
  of loans, net.........       620           (620)        --       --          --
 Fee income from
  investment products...     2,966             --         --   (2,966)         --
 Fee income on deposits
  and other income......     1,984         (1,984)        --       --          --
                         ---------      ---------     ------   ------   ---------
                             8,551         (5,585)        --   (2,966)         --
                         ---------      ---------     ------   ------   ---------
 Provision for
  estimated real estate
  losses................   (17,000)        17,000         --       --          --
 Direct costs of real
  estate operations,
  net...................    (7,695)         7,695        638       --         638
 Depreciation...........        --             --       (244)      --        (244)
                         ---------      ---------     ------   ------   ---------
                           (24,695)        24,695        394       --         394
                         ---------      ---------     ------   ------   ---------
 Loss on sales of
  mortgage-backed
  securities, net.......     1,543         (1,543)        --       --          --
 Gain (loss) on sales
  of investment
  securities, net.......     1,946         (1,946)        --       --          --
                         ---------      ---------     ------   ------   ---------
                             3,489         (3,489)        --       --          --
                         ---------      ---------     ------   ------   ---------
 Total noninterest
  income (expense)......   (12,655)        15,621        394   (2,966)        394
                         ---------      ---------     ------   ------   ---------
OPERATING EXPENSE:
 Personnel and
  benefits..............    22,499        (22,249)        --       --         250
 Occupancy..............     6,159         (6,084)        --       --          75
 FDIC insurance.........     3,773         (3,773)        --       --          --
 Professional services..     4,264         (4,139)        --       --         125
 Office-related
  expenses..............     2,861         (2,811)        --       --          50
 Marketing..............     1,545         (1,545)        --       --          --
 Restructuring and
  Recapitalization
  charges and expenses..        --             --         --       --          --
 Other general and
  administrative........     3,086           (869)        --   (2,187)         30
                         ---------      ---------     ------   ------   ---------
   Total operating
    expense.............    44,187        (41,470)        --   (2,187)        530
                         ---------      ---------     ------   ------   ---------
EARNINGS (LOSS) BEFORE
 INCOME TAXES...........   (23,121)        23,539       (654)    (797)     (1,033)
 Income tax expense
  (benefit).............    (8,011)         8,763         --     (320)        432
                         ---------      ---------     ------   ------   ---------
NET EARNINGS (LOSS)..... $ (15,110)     $  14,776     $ (654)  $ (477)  $  (1,465)
                         =========      =========     ======   ======   =========
NET EARNINGS (LOSS) PER
 SHARE.................. $   (3.02)                                     $   (0.29)
                         =========                                      =========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING..... 5,010,488                                      5,010,488
                         =========                                      =========

         See notes to pro forma consolidated statements of operations.
 
                                       13

            NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
 
(A) Reflects the deconsolidation of the Company's investment in the Bank
    resulting from the Recapitalization. The pro forma adjustments assume that
    the Company's operating expenses will be $0.5 million for each of the six
    month periods ended June 30, 1994 and 1993. This reflects changes in
    operations related to the organization of CRI and the purchase of the
    Citadel Purchase Assets from the Bank. Due to restrictions on the Company's
    ability to recognize tax benefits for federal and state operating losses
    and the reversal of previously recorded deferred tax benefits as a
    consequence of the deconsolidation, the pro forma effective tax rate
    differs from the combined federal and state statutory rates of
    approximately 41%. Excluded from the pro forma consolidated results of
    operations are losses associated with the Company's revaluation of its
    investment in the Bank.

(B) Reflects the results of operations of the Citadel Purchase Assets,
    including depreciation, as if they had been acquired on January 1 of the
    respective years, and the related interest expense associated with the
    acquisition financing. The $13.9 million of loans from the Bank are assumed
    to bear interest at rates ranging from 7.25 to 9.25% per annum. The $6.2
    million drawn on the Craig Line of Credit is assumed to bear interest at
    10.25% per annum.

(C) Reflects the pro forma impact of the sale of the outstanding stock of
    Gateway by Citadel to the Bank. The pro forma adjustments remove Gateway's
    results of operations for each of the six-month periods ended June 30, 1994
    and 1993.
 
                                       14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
RECENT DEVELOPMENTS
 
  Since the end of the second quarter of 1994, the Company consummated major
aspects of a Restructuring and Recapitalization described under "Item 1--
Financial Statements--Note 4--Subsequent Events" above and "Restructuring and
Recapitalization" below. The transactions consummated include a public offering
by Fidelity of 21,577,141 shares of FFB Common Stock, which has resulted in the
reduction of Citadel's equity interest in Fidelity from 100% to a percentage
that remains to be finally determined, but which is estimated to be between 15%
and 17%. Reference is made to these sections for a detailed description of the
Restructuring and Recapitalization. Reference is also made to "Business Plan;
Capital Resources and Liquidity of the Company Post-Closing" below regarding
the financial impact of the Restructuring and Recapitalization on Citadel and
its subsidiaries. Certain capitalized terms used below are defined under "Item
1--Financial Statements--Note 4--Subsequent Events." Information contained in
this Form 10Q regarding the Bank (including information regarding the Bank's
policies, procedures and plans) was provided to Citadel by Bank personnel and
is included herein based upon assurances by the Bank as to the accuracy of such
information. As a result of the Restructuring and Recapitalization, Citadel no
longer wholly-owns the Bank and is not in a position to verify the accuracy of
such information.
 
  The results of the Restructuring and Recapitalization are materially less
favorable to the Company than had been previously anticipated primarily due to
limited equity investor interest associated with the lingering uncertainty of
the California economy, the results of the January Northridge earthquake, the
higher than expected costs of restructuring, the continued weakness exhibited
by Fidelity's loan portfolio and the less than anticipated proceeds of the Bulk
Sales. Other contributing factors included the effect of recent interest rate
increases and the costs associated with the redemption of the Subordinated
Notes as a part of the transaction. Citadel continues to be registered as a
Savings and Loan Holding Company subject to examination and regulation by the
Office of Thrift Supervision ("OTS"). However, Citadel's ability to participate
in the management and direction of Fidelity is very limited.
 
RESTRUCTURING AND RECAPITALIZATION
 
  This section provides certain additional information regarding the
Restructuring and Recapitalization and related transactions. The descriptions
below of the documents entered into by the Company in connection with the
Restructuring and Recapitalization are necessarily summary in nature and are
qualified in their entirety by the complete terms and conditions of such
documents, which documents have been filed as exhibits to this Form 10Q.
 
Citadel Purchase
 
  The Citadel Purchase Assets include three apartment complexes totaling 388
units located in Southern California, purchased for $13.9 million, and a
178,211 square foot office building in Phoenix, Arizona, purchased for $5.9
million. Management believes that with active management and certain capital
expenditures, these properties if sold on an individual basis, could be worth
more than CRI purchased them for in the Citadel Purchase, but there can be no
assurance on this point.
 
  Fidelity has financed $13.9 million of the purchase price of three of the
four Citadel Purchase Assets by making three separate loans to CRI secured by
the respective properties. With respect to each of two of the apartment
complexes, Fidelity has extended a 10-year loan, amortizing over 30 years, at
an adjustable rate of interest tied to the one-year Treasury rate plus
approximately 3.70% per annum, with an initial interest rate of 7.25%. The loan
secured by the office building has a seven-year term, amortizing over 25 years,
with an adjustable rate of interest tied to the six-month LIBOR rate plus 4.50%
per annum, with an initial rate of 9.25% per annum. This loan is guaranteed by
Citadel. In addition, CRI borrowed $6.2 million from Craig under the $8.2
million Craig Line of Credit to finance the balance of the purchase price of
the Citadel Purchase Assets. See "Craig Line of Credit" below.
 
                                       15

Office Building Options
 
  As part of the Restructuring and Recapitalization, Citadel also acquired by
way of dividend the Office Building Options, which were assigned to CRI.
Originally, it had been anticipated that the Office Buildings would be
dividended to Citadel as part of its restructuring plan. However, had such
dividend been made, the Bank's pro forma core capital ratio at June 30, 1994,
giving effect to the Restructuring and Recapitalization at such date, would
have been below the target ratio of 5%. Therefore, the transaction had to be
restructured to provide for a dividend of the Office Building Options instead
of the Office Buildings, which dividend did not reduce the capital of the Bank.
 
  The Office Buildings subject to the Office Building Options are located in
Glendale (the "Glendale Building") and in Sherman Oaks (the "Sherman Oaks
Building"), respectively, and the aggregate exercise price of the Office
Building Options is $9.3 million, which is equal to the aggregate net book
value of the Office Buildings as of June 30, 1994. Third-party appraisals on
these properties indicate that the market value of the Office Buildings could
be up to $3 million above the exercise price of the Office Building Options,
before costs the Company would incur in connection with the exercise, which may
be significant.
 
D&O Litigation
 
  At the Closing, Fidelity also transferred to Citadel its interest in the D&O
Litigation. Fidelity had obtained a substantial monetary judgment against the
defendant insurance carrier, which was reversed and remanded by the Ninth
Circuit Court of Appeals in December 1993. On remand, the trial court rendered
a subsequent judgment in favor of Fidelity of approximately $2.9 million. This
judgment has again been appealed to the Ninth Circuit by its carrier; the
carrier contends that the correct amount should be between $289,000 and zero.
 
Description of FFB Class B Common Stock
 
  Under the terms of the Amended Charter, Citadel, as holder of FFB Class B
Common Stock, is entitled to limited voting rights. Holders of FFB Class B
Common Stock are permitted to vote only (i) with respect to any amendment,
modification or waiver of the Amended Charter that would adversely affect the
rights of the FFB Class B Common Stock (including, without limitation, any
increase or decrease in the percentage of shares of outstanding FFB Class B
Common Stock outstanding required to approve any such amendment, modification
or waiver), in which case any such amendment, modification or waiver will not
be effective without the prior affirmative vote of the holders of a majority of
the FFB Class B Common Stock at the time outstanding voting as a separate class
and (ii) on a merger or consolidation of the Bank or a sale or exchange of all
or substantially all of the assets of the Bank on which the holders of FFB
Class A Common Stock have the right to vote, in which event the holders of FFB
Class A Common Stock and FFB Class B Common Stock will vote together as one
class, (iii) together with the holders of the FFB Class A Common Stock and the
FFB Class C Common Stock, voting as a single class, on any dissolution of the
Bank or (iv) as otherwise required by law.
 
  The holders of FFB Class B Common Stock are entitled to receive dividends
pari passu with the holders of FFB Class A Common Stock and FFB Class C Common
Stock, out of funds legally available therefor, subject to the restrictions of
the Bank's regulators and the payment of any preferential amounts of which any
class of stock having preferences over the FFB Common Stock is entitled. Upon
liquidation, dissolution or winding up of the Bank, holders of FFB Class B
Common Stock are entitled to share ratably and pari passu with holders of FFB
Class A Common Stock and FFB Class C Common Stock in all assets remaining after
the payment of all liabilities of the Bank and of any preferential amounts of
which any class of stock having preferences over the Common Stock is entitled.
 
                                       16

  Upon the sale or transfer of any shares of FFB Class B Common Stock by
Citadel to any person that is not an affiliate of Citadel, such transferred
shares will automatically be converted into shares of FFB Class A Common Stock.
In addition, any outstanding shares of FFB Class B Common Stock will
automatically be converted into shares of FFB Class A Common Stock if such
outstanding shares represent less than 10% of the total outstanding Common
Stock of Fidelity on a fully-diluted basis. The conversion rate for the FFB
Class B Common Stock will be one-to-one.
 
  Pursuant to the Registration Rights Agreement entered into with the Bank (the
"Registration Rights Agreement"), Citadel and any person who acquires shares of
FFB Class B Common Stock or FFB Class A Common Stock issuable upon conversion
of the shares of FFB Class B Common Stock (the "Registrable Securities") is
entitled to certain registration rights with respect to such shares, subject to
the terms and conditions of the Registration Rights Agreement. At any time on
or after the end of the first fiscal year ending after the Closing and before
March 31, 1998, the holder or holders of more than 50% of the Registrable
Securities may require the Bank to register all or a portion of the Registrable
Securities under OTS regulations, subject to certain restrictions, provided
that no registration statement filed by the Bank pursuant to any such demand
shall become effective prior to the date of the filing by the Bank of its
Annual Report on Form 10-K for the first fiscal year ending after the date of
the Closing (the "Form 10-K Filing Date"). No more than three demands may be
made pursuant to such registration rights. Furthermore, if, at any time before
March 31, 1999, the Bank proposes to register any of its FFB Common Stock under
the OTS regulations for purposes of an offering or sale in a primary or
secondary offering, the Bank may be required to include any or all shares of
Registrable Securities as directed by the holders thereof. Subject to certain
limitations, the Bank is required to bear all registration and selling expenses
in connection with the registration of the Registrable Securities.
 
  The Stockholders' Agreement between Citadel and the Bank (the "Citadel
Stockholders' Agreement") provides restrictions on the transfers of shares of
FFB Class B Common Stock. Except pursuant to the exercise of its registration
rights described above, no holder of FFB Class B Common Stock may sell publicly
shares of FFB Class B Common Stock representing more than 5% of the total
outstanding Common Stock of the Bank on a fully-diluted basis during any 30-day
period without the prior approval of the Board of Directors of the Bank. In
addition, if shares of FFB Class B Common Stock representing more than 5% of
the total outstanding Common Stock of the Bank on a fully-diluted basis are
proposed to be sold privately to any person or, if after giving effect to such
private sale, the transferee (including any of the transferee's affiliates or
any "group" (as defined) of which the transferee is a member) would own more
than 5% of the outstanding Common Stock of the Bank on a fully diluted basis,
then except in connection with distributions by Citadel of such shares to its
stockholders, Fidelity will have an assignable right of first refusal with
respect to the shares of FFB Class B Common Stock proposed to be sold. Upon any
distribution of FFB Class B Common Stock by Citadel to its stockholders, by
dividend or otherwise, any Citadel stockholder will be entitled to convert all
or a portion of the shares of FFB Class B Common Stock so distributed to the
extent that such shares when added to all other shares of FFB Class B Common
Stock owned immediately prior to the distribution by such stockholder and any
shares of FFB Class B Common Stock owned immediately prior to the distribution
by all other members of any "group" of which such stockholder is a member, do
not exceed five percent of all outstanding shares of FFB Common Stock of the
Bank.
 
  In addition, for a period commencing six months after the Closing and ending
18 months after the Closing, Fidelity has the right to redeem, subject to the
approval of OTS and the approval of the stockholders of Citadel, any
outstanding shares of FFB Class B Common Stock owned by Citadel or its
affiliates (each a "Citadel Person"), in excess of the number of shares of FFB
Common Stock held by the then largest stockholder of the Bank (other than
Citadel), at a redemption price (the "Redemption Price") equal to either (a)
110% of the market price of the FFB Class A Common Stock, assuming it is then
listed on a national securities exchange or admitted for quotation on the
National Association of Securities Dealers Automated Quotation System, or (b)
if the FFB Class A Common Stock is not so listed or quoted, 100% of the book
value per share of all FFB Common Stock as of the most recent quarterly balance
sheet date; provided that
 
                                       17

no such redemption shall be made in anticipation of any merger, consolidation,
sale of all or substantially all of Fidelity's assets, distribution (other than
any ordinary cash dividend), or any other transaction involving the receipt by
holders of any class of FFB Common Stock of any cash or other property.
Fidelity will be required to notify each Citadel Person holding shares of FFB
Class B Common Stock of its intention to exercise such right to redeem shares.
After receiving such notice, such Citadel Person will have the option to
distribute any or all of the shares of FFB Class B Common Stock it owns to its
stockholders, in which case Fidelity will redeem only the shares of FFB Class B
Common Stock, if any, not so distributed by such Citadel Person. As of the date
of the Closing, there were three other holders of FFB Common Stock with 16.55%,
16.55% and 11.03% of the total outstanding shares of such stock, respectively,
as compared to the estimated 15% to 17% held by Citadel. Thus, if such holders
and Citadel were to continue to hold such stock until 18 months after the
Closing, any exercise of such option would potentially reduce Citadel's
interest in the Bank to no more than 16.55%.
 
  Citadel will not be permitted to sell or otherwise transfer to any person its
shares of FFB Class B Common Stock prior to September 20, 1994.
 
Craig Line of Credit
 
  In order to acquire the Citadel Purchase Assets, CRI borrowed $13.9 million
from Fidelity (see "Citadel Purchase" above) and $6.2 million from Craig. The
amounts borrowed from Craig were part of the $8.2 million Craig Line of Credit.
The Craig Line of Credit is guaranteed by Citadel, which guarantee is secured
by a pledge of all of the stock of CRI.
 
  The Craig Line of Credit matures and is due and payable in full on August 5,
1995, subject to CRI's right, if it satisfies certain conditions and pays an
extension fee, to extend the line for an additional six months to February 5,
1996. Borrowings under the Craig Line of Credit bear interest at prime plus 3%,
and there is a 0.5% annual fee on the average undrawn balance under the line.
CRI paid a 2.5% commitment fee at origination of the Craig Line of Credit, and,
if CRI were to elect to extend the maturity date of the line, it would be
required to pay a 1% extension fee. James J. Cotter, the Chairman of the Board
and a director of Citadel, also is the Chairman of the Board and a director of
Craig, and S. Craig Tompkins, the Vice Chairman and a director of Citadel, is
also the President and a director of Craig. Craig owns approximately 9% of the
outstanding stock of Citadel, and made the Craig Line of Credit available to
facilitate the Restructuring and Recapitalization. Craig is not in the business
of making loans or investing in debt securities.
 
Third Party Bulk Sale Agreements
 
  The three Bulk Sale Agreements Fidelity entered into with third parties
contain certain representations and warranties relating to the assets
transferred. The truth and accuracy of certain representations and warranties
as of the related closing date is one of several conditions to the obligations
of the purchasers under such agreements to consummate the Bulk Sales under such
agreements. In addition, for a period of time ranging from 60 to 180 days after
the related closings, the purchasers of the assets under the Bulk Sale
Agreements will have the right to require Fidelity, at Fidelity's option,
either to repurchase Bulk Sale Assets as to which representations and
warranties are discovered to be untrue or to cure such breach. The repurchase
price for each Bulk Sale Asset repurchased is equal to the allocated purchase
price paid plus amounts expended by the purchaser post-closing, minus amounts
received by the purchasers post-closing with respect to such asset.
 
  Certain of the representations and warranties in the Bulk Sales Agreements
concerning the environmental and structural condition of the REO or the
properties underlying mortgage loans that are Bulk Sales Assets may require
treatment as recourse arrangements for purposes of determining risk-based
capital requirements for the Bank (the "Recourse Representations"). OTS capital
requirements generally require such recourse treatment where "nonstandard"
representations and warranties are given, including representations as to facts
which have not been verified by reasonable due diligence. The Recourse
Representations are being made with respect to Bulk Sale Assets for which no
related third-party structural and/or environmental inspection or assessment
reports have been obtained by the Bank, and thus may be considered under OTS
regulations to be recourse arrangements. Assets that are deemed to be sold with
 
                                       18

recourse must continue to be included in risk-weighted assets for purposes of
calculating the Bank's risk-based capital ratio for as long as the recourse
arrangement continues. The Recourse Representations have been made with respect
to Bulk Sale Assets with an allocated purchase price of only $69 million. The
obligations of the Bank under the Bulk Sale Agreements with respect to the
Recourse Representations will terminate on the 60th day after the closing date
of the respective Bulk Sale if a notice of breach has not been received. Upon
the expiration of such 60-day period, the Bank will no longer be obligated to
include any portion of the Bulk Sale Assets in the risk-weighted assets
category for purposes of risk-based capital calculations.
 
  Under the Citadel Stockholders' Agreement, Citadel must reimburse the Bank in
an amount not to exceed $4 million for certain losses incurred by the Bank in
either repurchasing Bulk Sale Assets in the event of breached Recourse
Representations or curing such breaches (the "Bulk Sale Indemnity").
 
Certain Indemnities, Etc.
 
  The Bank has agreed to indemnify J.P. Morgan Securities, Inc. ("Morgan"), the
placement agent in the Recapitalization, against certain civil liabilities
under the Securities Act of 1933, as amended. If the Bank fails to satisfy such
indemnity, Citadel has agreed, under certain circumstances, to satisfy such
indemnity.
 
  Under the Citadel Stockholders' Agreement, Fidelity has agreed to cooperate
with Citadel and certain related persons in the defense of any claim or action
that may be brought by any stockholder of Fidelity against Citadel or any such
persons arising out of or in any way related to the offering of securities in
connection with the Recapitalization. Except in certain circumstances, if
Fidelity is also a party to such claim or action, Fidelity will provide Citadel
and such persons with the defense thereof, with counsel reasonably acceptable
to Citadel.
 
Tax Sharing
 
  The tax sharing agreement between Citadel and Fidelity was terminated prior
to the Closing. At the Closing, Citadel and Fidelity entered into a tax
disaffiliation agreement (the "Tax Disaffiliation Agreement") that sets out
each party's rights and obligations with respect to deficiencies and refunds,
if any, of federal, state, local or foreign taxes for periods before and after
the Closing and related matters such as the filing of tax returns and the
conduct of Internal Revenue Service and other audits. In general, under the Tax
Disaffiliation Agreement, Fidelity will be responsible for (i) all adjustments
to the tax liability of Fidelity and its subsidiaries for periods before the
Closing relating to operations of Fidelity, (ii) any tax liability of Fidelity
and its subsidiaries for the taxable year that begins before and ends after the
Closing in respect of that part of the taxable year through the end of the date
of the Closing, and (iii) any tax liability of Fidelity and its subsidiaries
for periods after the Closing. For this purpose, Gateway is deemed to be a
subsidiary of Fidelity at all relevant times and any liability for taxes for
any period ending on or before the Closing shall be measured by Citadel's
actual liability for taxes for such period, after applying tax benefits
otherwise available to Citadel attributable to such period. With certain
exceptions, Fidelity will be entitled to any refunds of taxes relating to its
tax liabilities.
 
  In general, Citadel will be responsible for all tax liabilities of Citadel
and its subsidiaries (other than Fidelity and its subsidiaries) for all periods
prior to disaffiliation. Citadel will be entitled to any refunds of taxes
relating to its liabilities.
 
Management
 
  Steve Wesson has been appointed as President and Chief Executive Officer of
the Company. Mr. Wesson was initially retained to develop a plan for the
retention by Citadel of approximately $500 million in gross book value of the
assets ultimately sold to third parties in the Bulk Sales. From 1989 until he
joined the Company in 1993, Mr. Wesson served as CEO of Burton Property Trust
Inc., the U.S. real estate subsidiary of The Burton Group PLC. In this position
he was responsible for the restructuring and eventual disposal of the company's
assets in the U.S. Mr. Wesson succeeds Richard M. Greenwood, who resigned from
his
 
                                       19

positions with Citadel and continues as the President and Chief Executive
Officer of Fidelity. All officers of Citadel, other than Heidi Wulfe, Senior
Vice President, Controller and Chief Accounting Officer, resigned their offices
effective as of the Closing. Ms. Wulfe resigned her positions with Citadel
effective August 23, 1994.
 
  Upon the Closing, Directors Donald Boulanger, Mel Goldsmith, Richard M.
Greenwood and Zelbie Trogden resigned as directors of Citadel and Fidelity and
Ralph B. Perry III resigned as a Director of Fidelity. Directors Peter W.
Geiger and Alfred Villasenor, Jr. resigned as directors of Fidelity but, along
with Directors James J. Cotter and S. Craig Tompkins (who were not directors of
Fidelity) will continue as directors of Citadel. Steve Wesson was also elected
as a Citadel director. Messrs. Goldsmith, Greenwood and Perry were reelected as
directors of Fidelity along with five new directors not previously associated
with the Company, who were elected effective upon the Closing. Mr. James J.
Cotter will continue as the Chairman of the Board of Citadel, and Norman
Barker, Jr., a former Chairman of the Board of Directors of First Interstate
Bank of California, became the Chairman of the Board of Fidelity.
 
Citadel Loan to Former Chief Executive Officer
 
  As part of Mr. Greenwood's compensation package when he joined Citadel,
Citadel extended an interest-free loan to Mr. Greenwood in the amount of
$240,000, payable on demand. The loan was made principally to refinance a loan
extended to Mr. Greenwood by his previous employer. At the Closing, this loan
was converted into a 2-year term loan, with 9% interest accrual to commence 6
months after the Closing. Accrued interest is payable monthly in arrears.
 
BUSINESS PLAN; CAPITAL RESOURCES AND LIQUIDITY OF THE COMPANY POST-CLOSING
 
  In prior periods, Citadel has relied almost exclusively on Fidelity and
Gateway for its liquidity needs. As a result of the consummation of the
Restructuring and Recapitalization on August 4, 1994, Fidelity and Gateway have
ceased to be subsidiaries of Citadel, and Citadel and its wholly-owned
subsidiary CRI can no longer rely on these companies for liquidity.
 
  Management of the Company is currently evaluating the assets and
opportunities available to the Company with a view to developing a new business
plan. Such assets include the Office Building Options, the Citadel Purchase
Assets, the D & O Litigation and certain potential tax benefits. No conclusions
have been reached, except that management currently anticipates that the
Company will exercise the option to acquire the Glendale Building and either
exercise or attempt to sell the option to acquire the Sherman Oaks Building.
Subject to this uncertainty, the Company expects that its sources of funds in
the near term will include cash on hand ($1.5 million on August 5, 1994), the
undrawn balance of the Craig Line of Credit, which expires on August 5, 1995
(subject to possible extension by an additional six months), and cash flow from
the operations of its real estate properties, if any. See "Restructuring and
Recapitalization--Craig Line of Credit" above. In addition, the Company is
prohibited from selling its FFB Class B Common Stock prior to September 20,
1994 and has no right to require such stock to be registered for public
distribution until the Form 10-K Filing Date (which is not expected to occur
prior to March 31, 1995). In addition, Fidelity or its assignee may have a
right of first refusal if more than 5% of the FFB Common Stock is sold or the
purchaser would hold more than 5% of such stock after the sale. See
"Restructuring and Recapitalization--Description of FFB Common Stock" for a
description of the limitations on transfer of the FFB Class B Common Stock held
by Citadel.
 
  Subject to the uncertainty about the Company's business plans as discussed
above, uses of funds are expected to include the exercise price of the Office
Building Options, capital expenditures with respect to the Company's real
estate assets, operating expenses, any amounts that may become payable under
the $4 million Bulk Sale Indemnity (see "Restructuring and Recapitalization--
Third Party Bulk Sale Agreements" below) and debt service under the Craig Line
of Credit and the loans obtained from Fidelity to finance the acquisition of
the four Citadel Purchase Assets.
 
  As discussed above, the Craig Line of Credit matures on August 5, 1995,
subject to possible extension. All amounts outstanding thereunder will become
due and payable on the maturity date, and the above sources
 
                                       20

of funds may or may not be sufficient to make such payment. Management is
currently exploring ways of raising additional cash (among other things in
order to retire the Craig Line of Credit and to exercise the Office Building
Options), including asset sales, refinancings and equity or debt offerings or a
combination of the foregoing. The Company believes that the above sources of
funds will be sufficient to cover its basic operating needs for at least 12
months; however, there can be no assurance that the Company will be able to
raise additional funds sufficient to cover its other cash needs or that it will
be able to do so on favorable terms.
 
FINANCIAL HIGHLIGHTS
 
Net Loss
 
  The Company reported a net loss of $92.0 million ($13.95 per share) for the
second quarter of 1994, and a loss of $106.8 million ($16.19 per share) for the
six months ended June 30, 1994. This compares to a loss of $14.8 million ($2.24
per share) for the first quarter 1994, a loss of $15.3 million ($2.31 per
share) for the second quarter 1993 and a loss of $15.1 million ($3.02 per
share) for the six months ended June 30, 1993. The following table summarizes
these results:

                              FOR QUARTER ENDED             SIX MONTHS ENDED
                         -------------------------------   --------------------
                         JUNE 30,   MARCH 31,   JUNE 30,   JUNE 30,    JUNE 30,
                           1994       1994        1993       1994        1993
                         --------   ---------   --------   ---------   --------
                         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                        
Loss before income tax-
 es..................... $(99,667)  $(22,675)   $(23,497)  $(122,342)  $(23,121)
Net loss................ $(92,003)  $(14,757)   $(15,245)  $(106,760)  $(15,110)
Net loss per share...... $ (13.95)  $  (2.24)   $  (2.31)  $  (16.19)  $  (3.02)
Return on average equi-
 ty.....................  (109.02)%   (31.25)%    (24.27)%    (87.35)%   (12.65)%
Return on average as-
 sets...................    (3.99)%    (1.33)%     (1.33)%     (3.47)%    (0.66)%

 
  The increased net loss in the second quarter of 1994 and the six months ended
June 30, 1994, as compared to the same periods in the previous year, was
primarily due to the provision of $56.5 million for losses to be incurred on
the Bulk Sales and Restructuring and Recapitalization charges and expenses of
$13.2 million. For further information, see "Restructuring and
Recapitalization".
 
Regulatory Capital Requirements:
 
  At June 30, 1994, in part as a result of charges and expenses attributable to
the Restructuring and Recapitalization (including provisions for losses to be
incurred on the Bulk Sales), Fidelity's regulatory capital ratios were such
that on August 1, 1994 (the date on which Fidelity was required to file with
the OTS its Thrift Financial Report for the quarter ended June 30, 1994), the
Bank was considered "critically undercapitalized" for purposes of the OTS's
"prompt corrective action" ("PCA") regulations. However, the Bank's regulatory
capital ratios have increased substantially since June 30 as a result of
completion of the sale of FFB Class A Common Stock and FFB Class C Common Stock
and other transactions forming part of the Restructuring and Recapitalization.
 
  Based upon discussions with OTS representatives, the Bank expects that, upon
delivery to the OTS from the Bank of a certificate indicating that the Bank has
increased its capital ratios sufficiently to be treated as "adquately
capitalized" for purposes of the PCA, the OTS will promptly notify the Bank
that it is considered to be adequately capitalized and is not required to
comply with the PCA restrictions and requirements discussed below under
"Regulatory Capital Compliance." The Bank believes that it will be able to file
such a certificate and appropriate supporting documentation upon completion of
the last Bulk Sale, which is currently scheduled to close on August 23, 1994.
Until the Bank receives notice from the OTS of a change in its capital
category, it will remain subject to the regulatory restrictions and
requirements applicable to "critically undercapitalized" institutions,
including the requirement to file a capital restoration plan by September 15,
1994. See "Regulatory Capital Compliance" below.

                                       21

  The following table summarizes certain regulatory capital information for
Fidelity as of the dates indicated:

                                    ADEQUATELY
                                    CAPITALIZED
                                    REQUIREMENT JUNE 30, MARCH 31, JUNE 30,
                                     UNDER PCA    1994     1994      1993
                                    ----------- -------- --------- --------
                                              (DOLLARS IN THOUSANDS)
                                                             
   Core capital to risk-weighted
    assets.........................    4.00%      2.76%    5.98%     7.02%
   Total capital to risk-weighted
    assets.........................    8.00%      5.23%    9.10%    10.23%
   Core capital to adjusted total
    assets.........................    4.00%      1.83%    4.04%     4.62%

  For additional information, see "Regulatory Capital Compliance."
 
Asset Quality
 
  The Bank's loan and real estate portfolio continues to be adversely affected
by the high level of foreclosure activities and the continued weakness of the
Southern California economy. The Northridge earthquake contributed greatly to
the number of delinquencies and nonperforming assets. The following table
summarizes the Bank's loan and real estate portfolio:

                                   JUNE 30, 1994(1) MARCH 31, 1994 JUNE 30, 1993
                                   ---------------- -------------- -------------
                                              (DOLLARS IN THOUSANDS)
                                                          
Nonperforming loans ("NPLs").....      $144,746        $139,376      $ 96,419
Real estate owned, net of GVA
 ("REO").........................      $148,860        $126,587      $157,466
Nonperforming assets ("NPAs")....      $293,606        $265,963      $253,885
Classified assets................      $458,628        $390,520      $360,562
Loan GVA.........................      $ 81,481        $ 76,549      $ 60,217
NPAs to total assets.............         7.27%           6.46%         5.61%
Classified assets to total as-
 sets............................        11.35%           9.48%         7.97%
NPLs to total loans..............         4.13%           3.93%         2.54%
Delinquencies to net loan portfo-
 lio
  30 to 59 days..................         1.35%           1.53%         0.40%
  60 to 89 days..................         0.81            0.72          0.56
  90 days and over...............         3.69            4.11          2.28
                                       --------        --------      --------
                                          5.85%           6.36%         3.24%
                                       ========        ========      ========

- - --------
(1) Does not give effect to the Bulk Sales or the write-downs of the Bulk Sale
    Assets at June 30, 1994.
 
  For further information, see "Restructuring and Recapitalization" and "Asset
Quality."
 
                                       22

NET LOSS
 
  The following table shows the components of net loss for the quarters ended
June 30, 1994, March 31, 1994, and June 30, 1993 as well as for the six-month
periods ended June 30, 1994 and 1993.

                               QUARTER ENDED              SIX MONTHS ENDED
                         ----------------------------  -------------------
                                    MARCH
                         JUNE 30,    31,     JUNE 30,  JUNE 30,   JUNE 30,
                           1994      1994      1993      1994       1993
                         --------  --------  --------  ---------  --------
                                    (DOLLARS IN THOUSANDS)
                                                        
Net interest income..... $ 22,488  $ 25,411  $ 26,931  $  47,899  $ 55,721
                         --------  --------  --------  ---------  --------
Provision for estimated
 loan losses............  (25,012)  (15,600)  (14,500)   (40,612)  (22,000)
                         --------  --------  --------  ---------  --------
Provision for loss on
 assets held for Bulk
 Sale...................  (56,518)       --        --    (56,518)       --
Fee income and other
 income.................    2,192       526     3,697      2,718     8,551
Provision for estimated
 real estate losses.....   (2,067)   (4,300)  (16,000)    (6,367)  (17,000)
Direct costs of real
 estate operations......   (3,127)   (2,057)   (4,377)    (5,184)   (7,695)
Gains (losses) on sale
 of securities..........       40      (292)    3,489       (252)    3,489
                         --------  --------  --------  ---------  --------
 Noninterest income
  (expense).............  (59,480)   (6,123)  (13,191)   (65,603)  (12,655)
Operating expenses......   37,663    26,363    22,737     64,026    44,187
                         --------  --------  --------  ---------  --------
Loss before income
 taxes..................  (99,667)  (22,675)  (23,497)  (122,342)  (23,121)
Income tax benefit......   (7,664)   (7,918)   (8,252)   (15,582)   (8,011)
                         --------  --------  --------  ---------  --------
 Net loss............... $(92,003) $(14,757) $(15,245) $(106,760) $(15,110)
                         ========  ========  ========  =========  ========

  The $77.0 million increase in loss before income taxes for the quarter ended
June 30, 1994 compared to the quarter ended March 31, 1994 primarily resulted
from the combined effects of (a) the provision for loss on assets held for Bulk
Sale of $56.5 million during the second quarter; (b) increased provisions for
loan losses of $9.4 million due to the continued deterioration of assets held
for Bulk Sale and the Bank's remaining loan portfolio; (c) increased operating
expenses of $11.3 million, primarily a result of $12.2 million of Restructuring
and Recapitalization related increases in consulting and legal expenses
partially offset by decreased personnel and benefits expenses of $1.0 million;
and (d) decreased net interest income of $2.9 million due to the combined
effects of decreased levels of average net interest earning assets and the
increased level of NPAs.
 
  The second quarter 1994 loss before income taxes increased from the second
quarter 1993 by $76.8 million due to (a) the provision for loss on assets held
for Bulk Sale of $56.5 million during the second quarter of 1994; (b) increased
provisions for loan losses of $10.5 million due to the continued deterioration
of assets held for the Bulk Sales and the Bank's remaining loan portfolio; (c)
increased operating expense of $14.9 million of which $12.2 million consisted
of Restructuring and Recapitalization related increases in consulting and legal
expenses and (c) a $4.4 million decrease in net interest income due to the
combined effects of decreased levels of average net interest earning assets and
the increased level of NPAs. These were partially offset by decreased
provisions for real estate losses of $13.9 million.
 
  The increased loss before income taxes for the six months ended June 30, 1994
compared to the same period of 1993 of $99.2 million primarily resulted from
the combined effects of (a) the provision for loss on assets held for Bulk Sale
of $56.5 million during the second quarter of 1994; (b) increased operating
expenses of $19.8 million, of which $13.2 million was caused by increased
Restructuring and Recapitalization related consulting and legal expenses; (c)
increased provisions for loan losses of $18.6 million due to the continued
deterioration of assets held for the Bulk Sales and the Bank's remaining loan
portfolio; (d) decreased interest income of $7.8 million due to the combined
effects of decreased levels of average net interest earning assets and the
increased level of NPAs; and (e) decreased fee and other income of $5.8 million
consisting primarily of a $5.0 million decrease in loan sale gains. These
increases were partially offset by decreased provisions for real estate losses
of $10.6 million.
 
                                       23

  The combined federal and state statutory tax rate of the Company during 1993
and the first six months of 1994 was approximately 42.5% of pre-tax income. The
Company's actual effective tax rate of 34.9% on pre-tax losses in the first
quarter of 1994 reflects limitations on the recognition of federal and state
net operating loss carry forwards for financial reporting purposes, partially
offset by an increase in tax benefits resulting from favorable court decisions,
income tax regulations and IRS revenue procedures that reduced the Company's
previously accrued liability for income taxes. In comparison, the actual
effective tax rate of 7.7% on pre-tax losses in the second quarter of 1994
reflects additional limitations concerning the recognition of federal and state
net operating loss carry forwards, partially offset, but to a lesser extent
than in the previous quarter, by an increase in tax benefits due to a reduction
of previously accrued liabilities for income taxes. The actual effective tax
rate of 35.1% on pre-tax losses in the second quarter of 1993 results from
limitations on the recognition of state net operating loss carry forwards.
 
  The actual effective tax rate of 12.7% on pre-tax losses in the first six
months of 1994 was less than the actual effective tax rate of 34.6% on pre-tax
losses in the first six months of 1993 as a result of limitations on the
recognition of federal and state net operating loss carry forwards for
financial reporting purposes.
 
  As a consequence of the deconsolidation of the Company's investment in the
Bank within the current year, the net operating losses of the Bank generated
prior to the deconsolidation will offset taxable income of Citadel, if any,
generated in the remainder of the year. Net operating loss carryforwards and
other tax attributes of the Company remaining at year end will be apportioned
between Citadel and the Bank based upon their proportionate contributions to
such items. Additionally, the Citadel Purchase Assets will retain the Company's
historical tax bases which are higher than the purchase price of such assets.
Citadel's allocation of the Company's remaining tax benefits is not expected to
be significant. Excluding the impact of basis differences of the Citadel
Purchase Assets and limitations on the recognition of net operating loss carry
forward benefits, Citadel's effective tax rate for subsequent years is expected
to approximate the combined federal and state statutory tax rates for non-
financial institutions of 41%.
 
NET INTEREST INCOME
 
  Net interest income is the difference between interest earned on loans,
mortgage-backed securities and investment securities ("interest-earning
assets") and interest paid on savings deposits and borrowings ("interest-
bearing liabilities").
 
  Decreases in net interest income can be caused by the following two factors:
(a) the difference between the rate earned on interest-earning assets and the
rate paid on interest-bearing liabilities ("interest rate margin") declines;
and (b) the excess of interest-earning assets over interest bearing liabilities
("net earning balance") declines.
 
                                       24

  The following table displays the components of the Bank's interest rate
margin at the end of, and for each period, as well as the effective yield for
each period.

                                                                              AT OR FOR THE
                                                                            SIX MONTHS ENDED
                                                                            -----------------
                                    AT OR FOR THE QUARTER ENDED               JUNE 30, 1993
                         -------------------------------------------------- -----------------
                          JUNE 30, 1994    MARCH 31, 1994   JUNE 30, 1993     1994     1993
                         ---------------- ---------------- ---------------- -------- --------
                         RATE AT RATE FOR RATE AT RATE FOR RATE AT RATE FOR RATE FOR RATE FOR
                         END OF    THE    END OF    THE    END OF    THE      THE      THE
                         PERIOD   PERIOD  PERIOD   PERIOD  PERIOD   PERIOD   PERIOD   PERIOD
                         ------- -------- ------- -------- ------- -------- -------- --------
                                                             
Weighted average yield
 on:
  Loans.................  6.05%    6.41%   6.35%    6.48%   6.93%    6.92%    6.45%    7.08%
  Mortgage-backed
   securities...........  5.25     5.22    5.31     5.71    5.80     5.97     5.54     5.99
  Investments...........  4.99     5.50    4.59     4.94    4.75     4.27     5.25     3.77
                          ----     ----    ----     ----    ----     ----     ----     ----
    Combined loans and
     investments........  6.00     6.34    6.26     6.39    6.76     6.75     6.37     6.88
                          ----     ----    ----     ----    ----     ----     ----     ----
Weighted average cost
 of:
  Deposits..............  3.54     3.58    3.51     3.65    3.86     3.93     3.62     4.00
  Borrowings............  5.32     5.35    4.94     4.92    5.13     5.53     5.15     5.77
                          ----     ----    ----     ----    ----     ----     ----     ----
    Combined deposits
     and borrowings.....  3.97     4.00    3.79     3.91    4.17     4.35     3.96     4.45
                          ----     ----    ----     ----    ----     ----     ----     ----
Interest rate margin....  2.03%    2.34%   2.47%    2.48%   2.59%    2.40%    2.41%    2.43%
                          ====     ====    ====     ====    ====     ====     ====     ====
Effective yield.........  2.02%    2.34%   2.46%    2.49%   2.53%    2.46%    2.41%    2.50%
                          ====     ====    ====     ====    ====     ====     ====     ====

  The $2.9 million decrease in net interest income between the second quarter
of 1994 and the first quarter of 1994 was primarily the result of (a) a 4.6%
decline in the average level of interest-earning assets, reducing interest
income by $3.0 million; (b) the lag in the adjustment of loan interest rates
that are tied to the 11th District Cost of Funds Index of the Federal Home Loan
Bank of San Francisco ("COFI") and increasing costs of funds, reducing net
interest income by $1.2 million; and (c) an increase in interest expense of
$0.4 million due to one additional day in the second quarter. These items were
partially offset by a 4.5% decline in the average level of interest-bearing
liabilities, reducing interest expense by $1.7 million.
 
  The $4.4 million decrease in net interest income between the second quarter
of 1994 and the second quarter of 1993 was primarily the result of (a) a 12.4%
decline in the average level of interest-earning assets, reducing interest
income by $8.6 million, and (b) the lag in the adjustment of loan interest
rates that are tied to COFI, reducing interest income by $4.5 million. These
items were partially offset by a 11.3% decline in the average level of
interest-bearing liabilities, reducing interest expense by $5.5 million and a
decrease of 35 basis points in the cost of funds, reducing interest expense by
$3.2 million.
 
  The $7.8 million decrease in net interest income between the six months ended
June 30, 1994 and the six months ended June 30, 1993 primarily was the result
of (a) an 11.3% decline in the average level of interest-earning assets,
reducing interest income by $16.2 million, and (b) the lag in the adjustment of
loan interest rates that are tied to COFI, reducing interest income by $11.0
million. These items were partially offset by a 10.0% decline in the average
level of interest-bearing liabilities, reducing interest expense by $10.2
million, and a decrease of 49 basis points in the cost of funds, reducing
interest expense by $9.2 million.
 
NONINTEREST INCOME
 
  Noninterest income has three major components: (a) income from ongoing
operations, which includes loan fee income, gains or losses on the sale of
loans, fees earned on the sale of securities and annuities and
 
                                       25

service charges on transaction accounts, (b) income/expenses associated with
owned real estate, which includes both the provision for real estate losses as
well as income/expenses experienced by the Bank related to the operations of
its owned real estate properties (e.g., maintenance expenses, capital
expenditures and payment of current and delinquent property taxes), (c) gain
and loss on the sale of investment securities and mortgage-backed securities
and (d) for the quarter ended June 30, 1994, the provision for loss on assets
held for Bulk Sale. Items (b) and (c) can fluctuate widely, and could therefore
mask the underlying fee generating performance of the Company on an ongoing
basis. The Bulk Sales loss is related to the Restructuring and, therefore,
there was no comparable loss in any of the comparison periods. The following
table details noninterest income/expense for these periods:

                                     QUARTER ENDED          SIX MONTHS ENDED
                              ----------------------------  ------------------
                              JUNE 30,  MARCH 31, JUNE 30,  JUNE 30,  JUNE 30,
                                1994      1994      1993      1994      1993
                              --------  --------- --------  --------  --------
                                         (DOLLARS IN THOUSANDS)
                                                       
Loan fee income.............. $    814   $ 1,079  $  1,067  $  1,893  $  2,981
Gains (losses) on sales of
 loans, net..................   (1,528)   (2,804)      225    (4,332)      620
Fee income from investment
 products....................    1,698     1,225     1,313     2,923     2,966
Fee income from deposits and
 other income................    1,208     1,026     1,092     2,234     1,984
                              --------   -------  --------  --------  --------
  Noninterest income from
   ongoing operations........    2,192       526     3,697     2,718     8,551
                              --------   -------  --------  --------  --------
Provision for estimated real
 estate losses...............   (2,067)   (4,300)  (16,000)   (6,367)  (17,000)
Direct costs of real estate
 operations, net.............   (3,127)   (2,057)   (4,377)   (5,184)   (7,695)
                              --------   -------  --------  --------  --------
                                (5,194)   (6,357)  (20,377)  (11,551)  (24,695)
                              --------   -------  --------  --------  --------
Gains (losses) on sales of
 mortgage-backed
 securities, net.............       16      (621)    1,543      (605)    1,543
Gains on sales of investment
 securities, net.............       24       329     1,946       353     1,946
                              --------   -------  --------  --------  --------
                                    40      (292)    3,489      (252)    3,489
                              --------   -------  --------  --------  --------
Provision for loss on assets
 held for Bulk Sales.........  (56,518)       --        --   (56,518)       --
                              --------   -------  --------  --------  --------
    Total noninterest income. $(59,480)  $(6,123) $(13,191) $(65,603) $(12,655)
                              ========   =======  ========  ========  ========

  Fee and other noninterest income from ongoing operations increased by $1.7
million from $0.5 million for the first quarter 1994 to $2.2 million in the
second quarter 1994. This increase was primarily due to a decrease in the
losses on sales of loans from a loss of $2.8 million for the first quarter 1994
to a loss of $1.5 million in the second quarter. Beginning in the first quarter
1994 and continuing into the second quarter 1994, the Bank sold loans for
capital planning purposes. During the first quarter 1994, the Bank sold $155.3
million in performing single family and multifamily 2-4 unit loans in one
transaction at a loss of $1.9 million and there was no comparable sale of this
size in the second quarter 1994.
 
  Expenses related to owned real estate decreased by $1.2 million from $6.4
million in the first quarter 1994 to $5.2 million in the second quarter 1994.
This change was the net result of a $2.2 million decrease in provision for real
estate losses due primarily to the pending Bulk Sales partially offset by
increased foreclosure and property rehabilitation expenses.
 
  Fee and other noninterest income from ongoing operations decreased by $1.5
million from $3.7 million for the second quarter 1993 to $2.2 million in the
second quarter 1994. This decrease was primarily due to a $1.8 million decrease
in the gains on sales of loans from a gain of $0.2 million for the second
quarter 1993 to a loss of $1.5 million in the second quarter 1994. The decrease
in the gain on loan sales was the result of the Bank's sale of loans for
capital planning purposes during a period of rising interest rates.
 
  Expenses related to owned real estate decreased by $15.2 million from $20.4
million in the second quarter 1993 to $5.2 million in the second quarter 1994.
This change was the result of a $13.9 million decrease in provision for real
estate losses due to decreased REO sales and resultant decreased need to
replenish reserves and decreased direct costs of real estate operations of $1.3
million due to more profitable real estate operations
 
                                       26

as a result of longer property holding periods. Gains on sales of investment
and mortgage-backed securities declined as a result of higher sales activity
during the first quarter than during the second quarter of 1994. Sales during
the first quarter of 1994 were made primarily for capital planning purposes.
 
  Noninterest income from ongoing operations decreased by $5.9 million from
$8.6 million for the six months ended June 30, 1993 to $2.7 million for the
same period of 1994. This decrease was primarily due to a $5.0 million decrease
in the gains on sales of loans from a gain of $0.6 million for the six months
ended June 30, 1993 to a loss of $4.3 million in the same period of 1994. The
decrease in the gain on loan sales was the result of the Bank's sale of loans
for capital planning purposes during a period of rising interest rates.
 
  Expenses related to owned real estate decreased by $13.1 million from $24.7
million in the six months ended June 30, 1993 to $11.6 million in the same
period of 1994. This change was the result of a $10.6 million decrease in
provision for real estate losses due to decreased REO sales and resultant
decreased need to replenish reserves and decreased direct costs of real estate
operations of $2.5 million due to improved property management and longer
property holding periods.
 
  Gains on sales of investment and mortgage-backed securities declined as a
result of higher sales activity during the first six months of 1993 than during
the first six months in 1994. Sales during both periods were made primarily for
capital planning purposes.
 
  The following table presents the sales of investment products and the related
fee income for the quarters ended June 30, 1994, March 31, 1994 and June 30,
1993, as well as the six-month periods ended June 30, 1994 and 1993:

                                         QUARTER ENDED        SIX MONTHS ENDED
                                  --------------------------- -----------------
                                  JUNE 30, MARCH 31, JUNE 30, JUNE 30, JUNE 30,
                                    1994     1994      1993     1994     1993
                                  -------- --------- -------- -------- --------
                                             (DOLLARS IN THOUSANDS)
                                                        
Sales of investment and annuity
 products........................ $36,595   $24,713  $29,924  $61,308  $66,256
Fee income from the sales of in-
 vestment and annuity products... $ 1,698   $ 1,225  $ 1,313  $ 2,923  $ 2,966

  Foreclosure activities continued to remain high during the first six months
of 1994, resulting in an increase in REO, both in terms of numbers of
properties and total dollars. During the six months ended June 30, 1994 and
1993, the Bank foreclosed on 178 and 142 properties, respectively, with a gross
book value of $81 million and $123 million, respectively. The following table
provides a comparison of the net book value and number of properties at given
dates:

                                              JUNE 30, 1994     JUNE 30, 1993
                                               COMPARED TO       COMPARED TO
                                            DECEMBER 31, 1993 DECEMBER 31, 1992
                                            ----------------- -----------------
                                                  (DOLLARS IN THOUSANDS)
                                                        
Owned real estate, net book value:
 June 30, 1994 and 1993,
  respectively(1)(2).......................     $148,860          $168,468
 December 31, 1993 and 1992,
  respectively(2)..........................      153,307           133,255
                                                --------          --------
  Increase (Decrease)......................     $ (4,447)         $ 35,213
                                                ========          ========
Number of real estate properties owned:
 June 30, 1994 and 1993, respectively......          313               227
 December 31, 1993 and 1992,
  respectively(2)..........................          240               170
                                                --------          --------
  Increase.................................           73                57
                                                ========          ========

- - --------
(1) The June 30, 1994 balance reflects write-downs on Bulk Sale Assets recorded
    at June 30, 1994. If the owned real estate balance were not to reflect such
    write-downs, the increase over the December 31, 1993 balance would be $7.2
    million.
 
                                       27

(2) Includes 29 loans considered ISF totaling $28.4 million at December 31,
    1993, 8 loans amounting to $23.8 million at June 30, 1993 and 22 loans
    amounting to $47.3 million at December 31, 1992. The ISF designation was
    effectively eliminated upon the Company's implementation of SFAS No. 114
    issued by the Financial Accounting Standards Board in the first quarter of
    1994, and loans that would have been considered ISF are included in the
    loan category beginning in 1994.
 
  The Bank has a policy of providing general valuation allowances for both
estimated loan and real estate losses, in addition to valuation allowances on
specific loans and REO, in response to the continuing deterioration of the
quality of the Bank's loan and REO portfolio. See "Asset Quality" below for
further detail.
 
OPERATING EXPENSES
 
  The following table details the operating expenses for the three-month
periods ended June 30, 1994, March 31, 1994 and June 30, 1993 as well as the
six months ended June 30, 1994 and June 30, 1993:

                                       THREE MONTHS ENDED        SIX MONTHS ENDED
                                   ----------------------------  ------------------
                                   JUNE 30,  MARCH 31, JUNE 30,  JUNE 30,  JUNE 30,
                                     1994      1994      1993      1994      1993
                                   --------  --------- --------  --------  --------
                                              (DOLLARS IN THOUSANDS)
                                                            
Personnel and benefits...........  $12,529    $13,497  $11,497   $26,026   $23,190
Occupancy........................    3,707      3,516    3,134     7,223     6,159
FDIC insurance...................    2,482      2,482    1,886     4,964     3,773
Professional services............    2,912      2,661    2,609     5,573     4,264
Office-related expenses..........    1,431      1,632    1,490     3,063     2,861
Marketing expenses...............      952        648      862     1,600     1,545
Restructuring and
 Recapitalization charges and
 expenses........................   12,242        968       --    13,210        --
Other general and administrative.    1,887      1,578    1,674     3,465     3,120
                                   -------    -------  -------   -------   -------
  Total before capitalized costs.   38,142     26,982   23,152    65,124    44,912
Capitalized costs................     (479)      (619)    (415)   (1,098)     (725)
                                   -------    -------  -------   -------   -------
  Total operating expenses.......  $37,663    $26,363  $22,737   $64,026   $44,187
                                   =======    =======  =======   =======   =======
    Operating expense ratio(1)...     2.82%      2.43%    1.98%     2.78%     1.92%
                                   =======    =======  =======   =======   =======
    Adjusted operating expense
     ratio(2)....................     2.51%      2.41%    1.98%     2.46%     1.92%
                                   =======    =======  =======   =======   =======

- - --------
(1) The operating expense ratio is computed by dividing annualized operating
    expenses by average total assets.
(2) Annualized operating expenses, net of restructuring and recapitalization
    related charges and expenses, divided by average total assets.
 
  Operating expenses increased by $11.3 million between the first and second
quarters of 1994 primarily due to charges and expenses related to the
Restructuring and Recapitalization. The Restructuring and Recapitalization also
was primarily responsible for the large increase in operating expenses between
the second quarter 1994 and the same period in 1993. Operating expenses
increased by $15.0 million from $22.7 million for the second quarter 1993 to
$37.7 million in the same period of 1994. Major components of the increase were
(a) a $12.2 million increase in Restructuring and Recapitalization related
consulting, legal and other expenses; and (b) a $1.0 million increase in
personnel and benefits expenses caused by increased severance payments and
other employee-related costs.
 
  The Restructuring and Recapitalization also was primarily responsible for the
large increase in operating expenses between the six months ended June 30, 1994
and the same period in 1993. Operating expenses
 
                                       28

increased by $19.8 million from $44.2 million for the six months ended June 30,
1993 to $64.0 million in the same period of 1994. The components of the
increase are (a) a $13.2 million increase in Restructuring and Recapitalization
related consulting, legal and other expenses; and (b) a $2.8 million increase
in personnel and benefits expenses primarily caused by increased severance
payments and other employee-related costs.
 
  The increase in operating expenses combined with the decrease in the total
average asset size of the Company (from $4.6 billion at June 30, 1993 to $4.1
billion at June 30, 1994) resulted in an increase in the annualized operating
expense ratio from 1.98% for the second quarter of 1993 to 2.43% for the first
quarter 1994 and to 2.82% for the second quarter of 1994. Without the
Restructuring and Recapitalization related expenses, these ratios would have
been 1.98%, 2.41% and 2.51%, respectively.
 
  Due to the sensitivity of the operating expense ratio to changes in the size
of the balance sheet, management also looks at trends in the efficiency ratio
to assess the changing relationship between operating expenses and income. The
efficiency ratio measures the amount of cost expended by the Bank to generate a
given level of revenues in the normal course of business. It is computed by
dividing total operating expense by net interest income and noninterest income
from ongoing operations, excluding nonrecurring items.
 
  The general increase in the Company's efficiency ratio has been attributable
to asset quality problems adversely affecting two of the components of the
efficiency ratio: reduced net interest income via an increase in NPAs, which
result in a decrease in interest-bearing assets and lower asset yield; and
higher operating expenses due to increased staffing levels in the real estate
asset and credit management group. Operating expenses also increased as a
result of increased staffing in the retail financial services network and
mortgage banking network and due to increased professional services.

                                          QUARTER ENDED        SIX MONTHS ENDED
                                   --------------------------- -----------------
                                   JUNE 30, MARCH 31, JUNE 30, JUNE 30, JUNE 30,
                                     1994     1994      1993     1994     1993
                                   -------- --------- -------- -------- --------
                                                         
Efficiency Ratio..................  103.00%   97.91%   74.24%   100.39%  68.75%

ASSET QUALITY
 
  The Bank is principally involved in the Southern California single family and
multifamily (2 units or more) residential lending businesses. At June 30, 1994,
20.0% of Fidelity's real estate loan portfolio (including loans held for sale)
consisted of California single family residences while another 71.6% consisted
of California multifamily dwellings. At June 30, 1993, 19.9% of Fidelity's loan
portfolio consisted of California single family residences and 71.5% consisted
of California multifamily dwellings. Current Southern California economic
conditions have adversely impacted the credit risk profile of the Company's
loan portfolio.
 
                                       29

  The Bank's performance continues to be adversely affected by increased
foreclosure activities reflecting the continued weakness of the Southern
California economy and a depressed real estate market. Asset quality details of
Fidelity before giving effect to the Bulk Sales, which are discussed more fully
below, are as follows:

                                                 JUNE 30,  MARCH 31,  JUNE 30,
                                                   1994      1994       1993
                                                 --------  ---------  --------
                                                   (DOLLARS IN THOUSANDS)
                                                             
NPAs:
  Nonaccruing loans............................. $144,746  $139,376   $ 96,419
  In-substance foreclosures ("ISFs")(1).........       --        --     23,822
  REO held for Bulk Sales ......................  133,204        --         --
  REO, before REO GVA...........................   16,363   135,111    148,033
  REO GVA.......................................     (707)   (8,524)   (14,389)
                                                 --------  --------   --------
    Total NPAs.................................. $293,606  $265,963   $253,885
                                                 ========  ========   ========
  Nonaccruing loans to total assets.............     3.58%     3.38%      2.13%
                                                 ========  ========   ========
  NPAs to total assets..........................     7.27%     6.46%      5.61%
                                                 ========  ========   ========
NPAs and Troubled Debt Restructurings ("TDRs"):
  NPAs.......................................... $293,606  $265,963   $253,885
  Classified TDRs...............................   68,799    20,236     29,504
  Nonclassified TDRs............................   10,076    13,595     16,131
                                                 --------  --------   --------
    Total NPAs and TDRs......................... $372,481  $299,794   $299,520
                                                 ========  ========   ========
  TDRs to total assets..........................     1.95%     0.82%      1.01%
                                                 ========  ========   ========
  NPAs and TDRs to total assets.................     9.21%     7.28%      6.62%
                                                 ========  ========   ========
Criticized Assets:
  NPAs.......................................... $293,606  $265,963   $253,885
  Performing loans with increased risk..........  153,340   112,787     95,975
  Investment real estate held for Bulk Sales....   11,682    11,770     10,702
                                                 --------  --------   --------
    Total classified assets.....................  458,628   390,520    360,562
  Special mention assets........................  216,084   311,758    212,495
                                                 --------  --------   --------
    Total criticized assets..................... $674,712  $702,278   $573,057
                                                 ========  ========   ========
  Classified assets to total assets.............    11.34%     9.48%      7.97%
                                                 ========  ========   ========
  Criticized assets to total assets.............    16.68%    17.06%     12.66%
                                                 ========  ========   ========
Nonperforming Asset Ratios:
  REO and ISF to NPAs...........................    50.70%    47.60%     62.02%
  REO to NPAs(1)................................    50.70%    47.60%     52.64%
  Nonaccruing loans to NPAs(1)..................    49.30%    52.40%     37.98%
  ISF to NPAs...................................       --        --       9.38%

- - --------
(1) In January 1994, the Bank implemented SFAS 114, "Accounting by Creditors
    for Impairment of a Loan." Loans previously considered ISF are now
    reclassified as nonaccruing loans.
 
  Nonaccruing loans increased to $144.7 million at June 30, 1994 from $139.4
million at March 31, 1994, as compared to $93.5 million at December 31, 1993
and $96.4 million at June 30, 1993. The substantial increase of $51.3 million
from December 1993 to June 1994 is attributable partly to the Company's
implementation of SFAS No. 114 on January 1, 1994 which resulted in ISFs being
reclassified as loans instead of REO. However, a more significant factor in the
increase in nonaccruing loans was the continuing weakness of the Southern
California economy which resulted in lower rental rates and increased vacancies
in apartment units and declining real estate prices.
 
  REO (excluding ISF) increased to a level of $149.6 million at June 30, 1994,
including REO held for the Bulk Sales, from $135.1 million at March 31, 1994
and $148.0 million in June 30, 1993. The increase in REO
 
                                       30

primarily resulted from the Bank's slowdown in disposition of REO properties
due to implementation of the Restructuring plan and the Bulk Sales.
 
  TDRs increased by $33.2 million between June 30, 1994 and June 30, 1993
primarily as a result of modifications completed related to the Northridge
earthquake.
 
  Classified assets increased by $98.1 million from June 30, 1993 to June 30,
1994 primarily because of an increase in nonperforming assets and performing
loans with increased risk.
 
  As discussed elsewhere in this document, the Bank has entered into Bulk Sale
Agreements with respect to problem and other assets with a net book value as of
June 30, 1994 of $438.6 million (prior to associated write downs). The Bank's
asset quality data, as adjusted to give effect to the Bulk Sales as of June 30,
1994 is as follows:

                                                             AS ADJUSTED
                                                      ----------------------
                                                         JUNE 30, 1994(2)
                                                      ----------------------
                                                      (DOLLARS IN THOUSANDS)
                                                                      
   NPAs..............................................        $ 73,436
   NPLs(1)...........................................          57,074
   REO, net of REO GVA...............................          15,656
   Classified assets.................................         145,291
   Criticized assets.................................         302,000
   Loan GVA..........................................          60,000

   NPAs to total assets..............................            1.99%
   REO to NPAs.......................................           22.28%
   Nonaccruing loans to NPAs.........................           77.73%

- - --------
(1) Net of interest reserve.
 
(2) NPAs, NPLs, REO, classified assets and criticized assets shown in this
    table are net of specific reserves.
 
  At August 18, 1994, Bulk Sales involving assets with a net book value as of
June 30, 1994 (prior to associated write downs) of $106.9 million had been
consummated.
 
  Total loan delinquencies as adjusted for earthquake accommodations were
$209.4 million at June 30, 1994, a decrease of $16.5 million from $225.9
million, as adjusted for earthquake accommodations, at March 31, 1994. Loan
delinquencies increased by $86.4 million between June 30, 1994 and June 30,
1993.
 
                                       31

  The following table presents delinquencies of the respective loan portfolios
as of the dates indicated, which in the case of delinquencies as of March 31,
1994 and June 30, 1994 gives effect to earthquake accommodations with the
respective borrowers:

                                        NET LOAN DELINQUENCIES TO NET REAL
                                              ESTATE LOAN PORTFOLIO
                                     ------------------------------------------
                                     JUNE 30,  MARCH 31,  DECEMBER 31, JUNE 30,
                                     1994(1)     1994         1993       1993
                                     --------  ---------  ------------ --------
                                              (DOLLARS IN THOUSANDS)
                                                           
Delinquencies by number of days:
    30-59 days......................     1.35%     1.53%        0.92%      0.40%
    60-89 days......................     0.81      0.72         0.64       0.56
    90 days and over................     3.69      4.11         2.15       2.28
                                     --------  --------     --------   --------
  Loan delinquencies to net loan
   portfolio........................     5.85%     6.36%        3.71%      3.24%
                                     ========  ========     ========   ========
Delinquencies by property type:
  Single family:
    30-59 days...................... $  5,168  $  9,223     $  7,480   $  5,507
    60-89 days......................    5,128     5,239        2,497      4,013
    90 days and over................   17,178    19,162       12,661     13,353
                                     --------  --------     --------   --------
                                       27,474    33,624       22,638     22,873
                                     --------  --------     --------   --------
  Percent to respective loan
   portfolio........................     3.74%     4.85%        2.85%      2.86%
  Multifamily (2 to 4 units):
    30-59 days......................    2,302     3,158        3,599      1,204
    60-89 days......................    1,477     2,775        1,707      2,004
    90 days and over................   16,786    18,765       15,652     12,316
                                     --------  --------     --------   --------
                                       20,565    24,698       20,958     15,524
                                     --------  --------     --------   --------
  Percent to respective loan
   portfolio........................     4.69%     5.63%        4.16%      3.04%
  Multifamily (5 to 36 units):
    30-59 days......................   27,425    17,935       16,948      5,779
    60-89 days......................   14,362    13,120       12,770     15,293
    90 days and over................   64,982    71,096       34,746     42,260
                                     --------  --------     --------   --------
                                      106,769   102,151       64,464     63,332
                                     --------  --------     --------   --------
  Percent to respective loan
   portfolio........................     6.04%     5.71%        3.60%      3.43%
  Multifamily (37 units and over):
    30-59 days......................    8,430    17,585        4,114      2,286
    60-89 days......................    7,376        --        5,035         --
    90 days and over................   26,988    32,813        4,358     13,405
                                     --------  --------     --------   --------
                                       42,794    50,398       13,507     15,691
                                     --------  --------     --------   --------
  Percent to respective loan
   portfolio........................    10.66%    12.30%        3.35%      3.75%
  Commercial & Industrial:
    30-59 days......................    5,069     6,381        2,048        350
    60-89 days......................      676     4,321        1,723         --
    90 days and over................    6,092     4,358       12,443      5,284
                                     --------  --------     --------   --------
                                       11,837    15,060       16,214      5,634
                                     --------  --------     --------   --------
  Percent to respective loan
   portfolio........................     4.02%     4.98%        5.45%      1.73%
  Total Loan Delinquencies, net..... $209,439  $225,931     $137,781   $123,054
                                     ========  ========     ========   ========

- - --------
(1) Gives effect to accommodations agreed to by the Bank with respect to a pool
    of 494 earthquake-affected loans identified by the Bank as warranting
    accommodation. At August 1, 1994, accommodation agreements with respect to
    81 loans with a net book value of $39.1 million had not been completed. Of
    those loans, 25 loans with a net book value of $11.5 million were
    delinquent by 90 days or more under their original terms.
 
                                       32

  Loan delinquencies at June 30, 1994, as adjusted to give effect to the Bulk
Sales and earthquake accommodations, are as follows:

                                      BALANCE AT
                                     JUNE 30, 1994
                                      AS ADJUSTED                   AS ADJUSTED
                                    FOR EARTHQUAKE     IMPACT OF    BALANCE AT
                                   ACCOMMODATIONS(1) BULK SALES(2) JUNE 30, 1994
                                   ----------------- ------------- -------------
                                              (DOLLARS IN THOUSANDS)
                                                          
30-59 DAYS
  Single Family Residence.........     $  5,168        $   (283)     $  4,885
  Multifamily
    2-4 Units.....................        2,302              --         2,302
    5-36 Units....................       27,425          (1,839)       25,586
    37 Units and over.............        8,430          (1,035)        7,395
                                       --------        --------      --------
                                         38,157          (2,874)       35,283
                                       --------        --------      --------
  Commercial & Industrial.........        5,069              --         5,069
                                       --------        --------      --------
                                       $ 48,394        $ (3,157)     $ 45,237
                                       ========        ========      ========
60-89 DAYS
  Single Family Residence.........     $  5,128        $   (215)     $  4,913
  Multifamily
    2-4 Units.....................        1,477            (418)        1,059
    5-36 Units....................       14,362          (1,928)       12,434
    37 Units and over.............        7,376          (1,452)        5,924
                                       --------        --------      --------
                                         23,215          (3,798)       19,417
                                       --------        --------      --------
  Commercial & Industrial.........          676            (676)           --
                                       --------        --------      --------
                                       $ 29,019        $ (4,689)     $ 24,330
                                       ========        ========      ========
90 DAYS AND OVER
  Single Family Residence.........     $ 17,178        $ (9,377)     $  7,801
  Multifamily
    2-4 Units.....................       16,786         (11,510)        5,276
    5-36 Units....................       64,982         (31,714)       33,268
    37 Units and over.............       26,988         (16,927)       10,061
                                       --------        --------      --------
                                        108,756         (60,151)       48,605
                                       --------        --------      --------
  Commercial & Industrial.........        6,092          (5,743)          349
                                       --------        --------      --------
                                       $132,026        $(75,271)     $ 56,755
                                       ========        ========      ========
TOTAL DELINQUENT LOANS
  Single Family Residence.........     $ 27,474        $ (9,875)     $ 17,599
  Multifamily
    2-4 Units.....................       20,565         (11,928)        8,637
    5-36 Units....................      106,769         (35,481)       71,288
    37 Units and over.............       42,794         (19,414)       23,380
                                       --------        --------      --------
                                        170,128         (66,823)      103,305
                                       --------        --------      --------
  Commercial & Industrial.........       11,837          (6,419)        5,418
                                       --------        --------      --------
                                       $209,439        $(83,117)     $126,322
                                       ========        ========      ========

- - --------
(1) Gives effect to accommodations agreed to by the Bank with respect to a pool
    of 494 earthquake-affected loans identified by the Bank as warranting
    accommodation. At August 1, 1994, accommodation agreements with respect to
    81 loans with a net book value of $39.1 million had not been completed. Of
    those loans, 25 loans with a net book value of $11.5 million were
    delinquent by 90 days or more under their original terms.
 
(2) Bulk Sales impact only contemplates the impact of the Bulk Sales as
    described in this document and does not reflect any other sales activity or
    additions to loans after June 30, 1994. Bulk Sales impact has been adjusted
    for earthquake accommodations, where applicable.
 
                                       33

  California has been hit particularly hard by the current recession and
Southern California has experienced the brunt of the economic downturn in the
state. The Southern California economy remains sluggish with higher
unemployment than elsewhere in the country and real estate values that, in many
cases, continue to deteriorate. There can be no assurances that these economic
conditions will improve in the near future. Consequently, rents and real estate
values may continue to decline which may affect future delinquency and
foreclosure levels and may adversely impact the Bank's asset quality, earnings
performance and capital.
 
  In response to the deterioration of the Bank's portfolio and increased
delinquencies, the Bank recorded additions to its allowances for estimated loan
and real estate losses totaling $27.1 million for the three months ended June
30, 1994. In the opinion of the Bank, this deterioration is caused by: (a) the
decline in apartment occupancy levels and of rents available to apartment
owners in Southern California; (b) the increased returns currently being
required by purchasers of multifamily-income producing properties; (c)
announced cut-backs in public sector spending; (d) the general illiquidity in
the Southern California market for multifamily-income producing properties; (e)
the continuing high level of unemployment in and migration of skilled and white
collar labor from Southern California; and (f) the Northridge earthquake of
January 17, 1994 and the subsequent aftershocks. The Bank's combined GVA for
loan and real estate losses at June 30, 1994, after reduction for GVA allocated
to the Bulk Sales was $60.7 million or 1.6% of total loans and real estate, a
decrease of $24.4 million from $85.1 million or 2.3% at March 31, 1994 and
$75.0 million or 1.9% atJune 30, 1993. As adjusted for the Bulk Sales, the
Bank's combined GVA for loan and real estate losses at June 30, 1994 was 81.9%
of NPAs as so adjusted, which is up from 31.0% at March 31, 1994 and 28.2% at
June 30, 1993.
 
                                       34

  The following table summarizes Bank's reserves, writedowns and certain
coverage ratios for the periods indicated:

                                   JUNE 30,     MARCH 31,  DECEMBER 31, JUNE 30,
                                     1994         1994         1993       1993
                                   --------     ---------  ------------ --------
                                            (DOLLARS IN THOUSANDS)
                                                            
Loans:
  GVA............................. $ 60,000     $ 76,549     $ 71,578   $ 60,217
  Specific reserves...............    8,692       14,819       12,254      8,433
                                   --------     --------     --------   --------
    Total allowance for estimated
     losses (1)(5)................ $ 68,692     $ 91,368     $ 83,832   $ 68,650
                                   ========     ========     ========   ========
  Writedowns (2).................. $ 64,823     $ 31,238     $  4,251   $  4,271
                                   ========     ========     ========   ========
  Total allowance and loan
   writedowns to gross loans......     3.66%        3.33%        2.32%      1.87%
  Total loan allowance to gross
   loans (5)......................     1.88%        2.50%        2.21%      1.76%
  Loan GVA to loans and ISF
   (3)(5).........................     1.68%        2.11%        1.88%      1.55%
  Loan GVA to nonaccruing loans
   and ISF (3)(5).................    41.45%       54.92%       58.75%     50.08%
  Nonperforming loans to total
   loans (3)......................     4.12%        3.93%        2.52%      2.54%
Owned Real Estate:
  REO GVA......................... $    707     $  8,524     $  8,442   $ 15,370
  Specific reserves...............    1,917       11,941        9,273      6,055
                                   --------     --------     --------   --------
  Total allowance for estimated
   losses (5)..................... $  2,624     $ 20,465     $ 17,715   $ 21,425
                                   ========     ========     ========   ========
  Writedowns (2).................. $ 92,541     $ 66,117     $ 90,901   $ 96,687
                                   ========     ========     ========   ========
  Total REO allowance and REO
   writedowns to gross REO........    38.26%       37.59%       37.41%     36.20%
  Total REO allowance to gross REO
   (5)............................     1.18%       13.92%       13.47%     13.27%
  REO GVA to REO (5)..............     0.51%        6.31%        6.91%      9.72%
Total Loans and REO:
  GVA............................. $ 60,707     $ 85,073     $ 80,020   $ 75,587
  Specific reserves...............   10,609       26,760       21,527     14,488
                                   --------     --------     --------   --------
  Total allowance for estimated
   losses (5)..................... $ 71,316     $111,833     $101,547   $ 90,075
                                   ========     ========     ========   ========
  Writedowns (2).................. $157,364     $ 97,355     $ 95,152   $100,985
                                   ========     ========     ========   ========
  Total allowance and writedowns
   to gross loans, REO and ISF
   (3)............................     5.65%        5.38%        4.61%      4.58%
  Total allowance to gross loans,
   REO and ISF (5)................     1.92%        2.94%        2.57%      2.19%
  Total GVA to loans, REO and ISF
   (4)(5).........................     1.64%        2.26%        2.03%      1.87%
  Total GVA to NPAs (3)(5)........    20.63%(6)    30.96%       32.79%     28.18%

- - --------
(1) Includes $4.2 million of general and specific reserves allocated to loans
    held for sale at June 30, 1994.
(2) Writedowns include cumulative charge-offs on outstanding loans and REO as
    of the date indicated.
(3) In 1994, the Bank implemented SFAS 114. Loans that would have been
    considered ISF in prior periods are included in loans beginning in 1994.
(4) Loans and REO in these ratios as calculated prior to their reduction for
    loan and REO GVA, but are net of specific reserves and write downs.
(5) As of June 30, 1994, total allowances for estimated losses have been
    reduced by the amounts of GVA and specific reserves charged off related to
    Bulk Sale Assets, which are reflected net of such writedowns for ratio
    computation purposes.
(6) Giving effect to the Bulk Sales as of June 30, 1994, GVA was 81.9% of NPAs
    as so adjusted.

                                       35

  As of June 30, 1994, the Bank's 15 largest borrowers accounted for $236.9
million of gross loans, or6.47 % of total loans. A number of these borrowing
relationships also include Fidelity's largest loans. Details of these
relationships follow:

                           NUMBER                TOTAL AMOUNT                   LARGEST
        BORROWER          OF LOANS               OF LOANS(1)                 SINGLE LOAN(1)
        --------          --------               ------------                --------------
                              (DOLLARS IN THOUSANDS)
                                                                    
          1                   2                    $ 32,593                     $32,555
          2                   8                      26,848(1)                   11,122
          3                  26                      26,495(1)                    2,477
          4                   3                      23,636                      14,913
          5                   3                      20,167(1)                   13,421
          6                   1                      13,816                      13,816
          7                   3                      13,692                      13,565
          8                   2                      11,237                       5,788
          9                   3                      11,018                       6,802
         10                   1                      10,179                      10,179
         11                   9                      10,128(1)                    3,448
         12                   1                       9,976                       9,976
         13                  49                       9,242(1)                      813
         14                   1                       9,198                       9,198
         15                   3                       8,671(1)                    7,468
                                                   --------
                                                   $236,896(2)
                                                   ========

- - --------
(1) Amounts are shown net of participations.
(2) $142.7 scheduled to be sold as part of the Bulk Sales.
 
  Fidelity's 10 largest loans include those loans shown in the table above with
balances of $7.5 million or greater. Fidelity's 10 largest loans aggregated
$136.2 million at June 30, 1994, of which $57.2 million was classified as
substandard and $10.2 million was listed as special mention.
 
  Prior to January 1, 1994, the largest borrower's loans were considered ISF by
the Bank. This borrower's two loans totaling approximately $32.6 million are
comprised of a term loan of $32.5 million and a revolving line of credit with
an outstanding balance of $40,000. Securing the loans is a 144 unit condominium
complex located in Kailua-Kona, Hawaii. However, the property is currently
being operated as a hotel. The term loan provides that the total principal and
interest payments due may not exceed $64 million. Pursuant to the provisions of
the term loan, the borrower makes payments only to the extent that the hotel
operations have net operating income. As of June 30, 1994, the accrued interest
on the term loan totaled $31.4 million. As a result, the total principal and
interest due has reached the maximum amount. The principal amount of the
revolving line may not exceed $1.0 million. Both loans are due in 1999.
 
  At June 30, 1994, Fidelity had $26.8 million in total loans outstanding to
its second largest borrower consisting of 8 loans secured by multifamily
apartment dwellings located in the San Fernando Valley area. During the first
six months of 1994, Fidelity entered into modification agreements with this
borrower on five of these loans. Pursuant to these modifications, the borrower
will make interest only payments through December 31, 1994. Fidelity is
currently in negotiations to modify two additional loans with this borrower
requiring the consent of an 80% participant. At June 30, 1994, all the
borrower's loans were current.
 
  At June 30, 1994, Fidelity had $26.5 million in total loans outstanding to
its third largest borrower consisting of 26 loans secured by multifamily
apartment dwellings located in the San Gabriel Valley and eastern Los Angeles
areas. During the first six months of 1994, the Bank modified 24 loans totaling
$6.9 million to allow the borrower to make interest only payments. The borrower
also has the option to reduce principal by 10% to 15% with Fidelity matching
the reduction through debt forgiveness. Also, in the first six
 
                                       36

months of 1994, the Bank foreclosed on 6 properties owned by the borrower
securing loans of $6.3 million. The Bank is continuing efforts to modify the
remaining loans.
 
  Substantially all of the loans of the three largest borrowers described above
are expected to be disposed of in the Bulk Sales.
 
  During the six months ended June 30, 1994, the Bank charged off a total of
$25.6 million on loans and real estate, not including charge-offs related to
the Bulk Sales, compared to $30.6 million for the same period in 1993. Included
in the $25.6 million was $23.9 million on multifamily properties. During the
same periods, the Bank recovered $2.0 million and $1.0 million of previous
writedowns, respectively.
 
  The ongoing uncertainty in the Southern California economy, the weak real
estate market and the level of the Bank's nonperforming assets continue to be
significant concerns to the Company. All of these factors may require
additional loss provisions, as the Bank performs its quarterly reviews of the
adequacy of its allowance for estimated loans and real estate losses.
 
REGULATORY CAPITAL COMPLIANCE
 
  The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
required the OTS to implement a system requiring regulatory sanctions action
against institutions that are not adequately capitalized, with the sanctions
growing more severe, the lower the institution's capital. Under FDICIA, the OTS
issued regulations establishing specific capital ratios for five separate
capital categories as set forth below:

                          CORE CAPITAL TO   CORE CAPITAL  TOTAL CAPITAL
                             ADJUSTED            TO             TO
                           TOTAL ASSETS     RISK-WEIGHTED      RISK-
                         (LEVERAGE RATIO)   ASETS RATIO   WEIGHTED RATIO
                         ----------------  -------------- --------------
                                                             
Well capitalized........    5% or above      6% or above   10% or above
Adequately capitalized..     4% or above    4% or above    8% or above
Under capitalized.......     Under 4%         Under 4%       Under 8%
Significantly
 undercapitalized.......     Under 3%         Under 3%       Under 6%
Critically                    
 undercapitalized....... Ratio of tangible equity to adjusted total assets of 2% or less

  The following table summarizes the capital ratios required by FDICIA of the
adequately capitalized category and Fidelity's regulatory capital at June 30,
1994 as compared to such ratios. In part as a result of charges and expenses
attributable to the Restructuring and Recapitalization (including provisions
for losses to be incurred on the Bulk Sales), Fidelity's regulatory capital
ratios at June 30, 1994 were such that, on August 1, 1994 (the date on which
Fidelity was required to file with the OTS its Thrift Financial Report for the
quarter ended June 30, 1994), the Bank was considered "critically 
undercapitalized" for purposes of the PCA.

                         CORE CAPITAL TO     CORE CAPITAL TO     TOTAL CAPITAL TO
                             ADJUSTED         RISK-WEIGHTED       RISK-WEIGHTED
                           TOTAL ASSETS           ASSETS              ASSETS
                         -----------------   -----------------   -----------------
                                       (DOLLARS IN THOUSANDS)
                                                           
Fidelity's regulatory
 capital-historical....  $   74,100   1.83%  $   74,100   2.76%  $  140,300   5.23%
Adequately capitalized
 requirement............    162,100   4.00      107,300   4.00      214,700   8.00
                         ----------  -----   ----------  -----   ----------  -----
Deficient capital....... $  (88,000) (2.17)% $  (33,200) (1.24)% $  (74,400) (2.77)%
                         ==========  =====   ==========  =====   ==========  =====
Adjusted assets (1)..... $4,053,400          $2,683,600          $2,683,600
                         ==========          ==========          ==========

- - --------
(1) The term "adjusted assets" refers to the term "adjusted total assets" as
    defined in 12 C.F.R. section 567.1(a) for purposes of core capital
    requirements, and for purposes of risk-based capital requirements, refers
    to the term "risk-weighted assets" as defined in 12 C.F.R. section
    567.1(bb).
 
  The Bank's regulatory capital ratios have increased substantially since June
30, 1994 as a result of completion of the sale of FFB Class A Common Stock and
FFB Class C Common Stock and other
 
                                       37

transactions related to the Restructuring and Recapitalization. Based upon
discussions with OTS representatives, the Bank expects that, upon delivery to
the OTS from the Bank of a certificate indicating that the Bank has increased
its capital ratios sufficiently to be treated as "adequately capitalized" for
purposes of PCA, the OTS will promptly notify the Bank that it is considered to
be adequately capitalized and is not required to comply with the PCA
restrictions and requirements discussed below. The Bank believes that it will
be able to file such a certificate and appropriate supporting documentation
upon completion of the last Bulk Sale, which is currently scheduled to close on
August 23, 1994.
 
  Unless and until the Bank receives notice from the OTS of a change in its
capital category, it will remain subject to the regulatory restrictions
applicable to "critically undercapitalized" institutions, including
prohibitions on increasing its assets, opening new branch offices, engaging in
new lines of business, paying dividends, and paying bonuses to or increasing
the compensation of senior executive officers. The Bank would also be required
to file a capital restoration plan by September 15, 1994. As a result of the
limited voting rights associated with the FFB Class B Common Stock held by
Citadel and the changes in the relationship between Citadel and the Bank
arising from the Restructuring and Recapitalization, Citadel believes that it
should not be considered to be in control of the Bank for purposes of the PCA,
although the matter is not free from doubt. If Citadel is considered to be in
control of the Bank, and if the Bank continues to be classified as
undercapitalized at September 15, 1994 and is therefore required to file a
capital restoration plan (which the Bank believes is unlikely), then Citadel
would be required either to provide a guarantee of the Bank's performance under
the plan or to divest itself of its shares of Bank stock. Such a guarantee
would be limited to the lesser of (a) 5% of the Bank's total assets at June 30,
1994, or (b) the amount necessary to bring the Bank into compliance with all
capital standards at the time the guarantee is invoked. Such guarantee must
remain in effect until the institution has been adequately capitalized for four
consecutive quarters, and the controlling company or companies must provide the
OTS with appropriate assurances of their ability to perform the guarantee.
 
  FDICIA also required the OTS and the federal bank regulatory agencies to
revise their risk-based capital standards to ensure that those standards take
adequate account of interest rate risk, concentration of credit risk, and risks
of nontraditional activities. The OTS added an interest rate risk capital
component to its risk-based capital requirement. This component is effective
September 30, 1994, based on the December 31, 1993 balance sheet. This capital
component will require institutions deemed to have above normal interest rate
risk to hold additional capital equal to 50% of the excess risk. As of December
31, 1993, the Bank's internal interest rate risk measurement system showed a
risk level of less than half of the OTS limit. The OTS reports for December 31,
1993 and March 31, 1994 show an even lower interest rate risk. Therefore, if
the requirement had been in effect on June 30, 1994, using the year-end balance
sheet, there would have been no interest rate risk component required to be
added to Fidelity's risk-based capital requirement.
 
  Under the PCA, an "undercapitalized", "significantly undercapitalized" or
"critically undercapitalized" institution may not accept, renew or roll over
brokered deposits and an "adequately capitalized" institution may only do so
pursuant to a waiver obtained from the FDIC. As of June 30, 1994, the Bank held
$120.7 of brokered deposits including brokered deposits accepted pursuant to a
waiver obtained from the FDIC which expired on August 1, 1994 when the Bank
became classified as "critically undercapitalized." The Bank has not accepted,
renewed or rolled over any brokered deposits since August 1, 1994. The Bank
believes that it will continue to be able to meet its liquidity needs without
accepting, renewing or rolling over brokered deposits. However, as noted above,
the Bank believes that it will shortly be reclassified as "adequately
capitalized," and therefore would be eligible to seek a waiver from the FDIC
permitting it to accept brokered deposits. If and when the Bank is reclassified
as "adequately capitalized", the Bank may determine to seek such a waiver, but
there can be no assurance that the FDIC would grant such a waiver request. If
and when the Bank is reclassified as "well capitalized," the Bank could accept
brokered deposits without a waiver.
 
  The Bank is also subject to OTS capital regulations under the Financial
Institution Reform, Recovery and Enforcement Act of 1989 ("FIRREA"). These
regulations require Fidelity to maintain: (a) Tangible Capital of at least 1.5%
of Adjusted Total Assets (as defined in the regulations), (b) Core Capital of
at least 3% of Adjusted Total Assets (as defined in the regulations), and (c)
Total Capital equal to 8.0% of Risk-weighted Assets (as defined in the
regulations).
 
                                       38

  The following table summarizes the regulatory capital requirements under
FIRREA for Fidelity at June 30, 1994, but does not reflect the required future
phasing out of certain assets, including (a) investments in, and loans to,
subsidiaries which may presently be engaged in activities not permitted for
national banks, and (b) for risk-based capital, real estate held for investment
(the impact of which the Bank believes is immaterial). As indicated in the
table, as of June 30, 1994, Fidelity's capital levels were deficient under the
currently applicable FIRREA minimum capital requirements for core capital and
risk-based capital. However, as discussed above, Fidelity believes that upon
completion of the final Bulk Sale, and potentially before such time, it will
meet the FIRREA minimum capital requirements, and thereby will eliminate any
negative consequences of failing to meet such requirements.

                                            JUNE 30, 1994
                          -------------------------------------------------------
                             TANGIBLE                            CURRENT RISK-
                              CAPITAL         CORE CAPITAL       BASED CAPITAL
                          ----------------  -----------------   -----------------
                           BALANCE     %     BALANCE      %      BALANCE      %
                          ----------  ----  ----------  -----   ----------  -----
                                       (DOLLARS IN THOUSANDS)
                                                          
Stockholder's equity
 (1)....................  $   74,200        $   74,200          $   74,200
Adjustments:
  Intangible assets.....      (1,600)               --                  --
  Nonincludable
   subsidiaries.........        (100)             (100)               (100)
  General valuation
   allowance............          --                --              33,900
  Qualifying
   subordinated notes...          --                --              60,000
  Nonqualifying
   Supplementary
   Capital..............          --                --             (19,800)
  Equity investments....          --                --              (7,900)
                          ----------        ----------          ----------
Regulatory capital (2)..      72,500  1.79%     74,100   1.83%     140,300   5.23%
Required minimum........      60,800  1.50%    121,600   3.00%     214,700   8.00%
                          ----------  ----  ----------  -----   ----------  -----
Excess (deficient) capi-
 tal....................      11,700  0.29%    (47,500) (1.17)%    (74,400) (2.77)%
                          ==========  ====  ==========  =====   ==========  =====
Adjusted assets (3).....  $4,051,800        $4,053,400          $2,683,600
                          ==========        ==========          ==========

- - --------
(1) Fidelity's total stockholders' equity, in accordance with generally
    accepted accounting principles, was 1.84% of its total assets at June 30,
    1994.
 
(2) At periodic intervals, both the OTS and the Federal Deposit Insurance
    Corporation ("FDIC") routinely examine the Bank as part of their legally
    prescribed oversight of the industry. Based on their examinations, the
    regulators can direct that the Bank's financial statements be adjusted in
    accordance with their findings.
 
(3) The term "adjusted assets" refers to the term "adjusted total assets" as
    defined in 12 C.F.R. section 567.1(a) for purposes of tangible and core
    capital requirements, and for purposes of risk-based capital requirements,
    refers to the term "risk-weighted assets" as defined in 12 C.F.R. section
    567.1(bb).
 
  In May 1993, the Financial Accounting Standards Board issued SFAS No. 115
which was implemented by Fidelity as of January 1, 1994. SFAS No. 115 addresses
the accounting and reporting for investments in equity securities that have
readily determinable fair values and for all investments in debt securities.
SFAS No. 115 requires that such investments be classified as either held to
maturity, trading securities or available for sale. Available for sale
securities are reported at their fair value rather than at amortized cost, with
unrealized gains and losses included in stockholders' equity. There was no
material financial impact to Fidelity upon adoption of SFAS No. 115. The OTS
has recently proposed a regulation which would clarify that unrealized gains
and losses included in stockholders' equity under SFAS No. 115 would also be
included in calculating Fidelity's regulatory capital. Fidelity believes that
adoption of the regulation as proposed would not have a material impact on
Fidelity's regulatory capital.

                                       39

CAPITAL RESOURCES AND LIQUIDITY
 
  Loan Sales: The sale of loans has become a major source of funds to the Bank.
Loan sales totaled $222.0 million in the six months ended June 30, 1994
compared to only $44.2 million sold during the same period of 1993. The
increase in loan sales is related to the Bank's intention to reduce assets for
capital planning purposes. As part of this effort, the Bank sold $155.3 million
in single and multifamily (1 to 4 units) performing loans during the first
quarter 1994. This sale resulted in a $1.9 million loss. Sales of loans are
dependent upon various factors, including volume of loans originated, interest
rate movements, investor demand for loan products, deposit flows, the
availability and attractiveness of other sources of funds, loan demand by
borrowers, desired asset size and evolving capital and liquidity requirements.
Due to the volatility and unpredictability of these factors, the volume of
Fidelity's sales of loans has fluctuated significantly and no estimate of
future sales can be made at this time. At June 30, 1994, December 31, 1993 and
June 30, 1993, the Bank had $188.6 million, $367.7 million and $28.1 million,
respectively, of loans in its held-for-sale portfolio. Sales of loans from the
held for investment portfolio would be caused by unusual events. The level of
future sales, if any, is difficult to predict. During 1993, the Bank approved a
policy of more active management of its investment portfolio with a view toward
disposition of securities and loans with unfavorable risk/return profiles. This
policy may result in loans being reclassified from held for investment to held
for sale. Any subsequent sale of such loans would not generally be expected to
result in any material gain or loss.
 
  At June 30, 1994, loans identified as Bulk Sale Assets of $226.0 million were
transferred from the loan portfolio to loans held for Bulk Sale. In addition,
$16.9 million of loans originally identified to be included in the Bulk Sales
and subsequently removed from those pools, were reclassified as held-for-sale.
 
  FHLB Advances:  The Bank had net FHLB Advances of $96.3 million for the six
months endedJune 30, 1994. This compares to net repayments of $190.0 million
for the six months ended June 30, 1993.
 
  Commercial paper: Commercial paper provided $57.1 million of net funds for
the six months endedJune 30, 1994 compared to $317.1 for the same period in
1993.
 
  Loan payments and payoffs: Loan principal payments, including prepayments and
payoffs, provided $141.8 million for the six months ended June 30, 1994
compared to $175.9 million for the six months ended June 30, 1993. The Bank
expects that loan payments and prepayments will remain a major funding source
in the future.
 
  Sales of securities: The sale of investment and mortgage-backed securities
provided $93.6 million for the six months ended June 30, 1994 compared to
$126.5 million during the same period in 1993. The Bank held $138.7 million in
its held for sale portfolio as of June 30, 1994 compared to $183.4 million at
December 31, 1993 and $243.3 million at June 30, 1993. The reduction in the
investment and mortgage-backed security portfolio is a result of the Bank's
efforts to reduce assets size for capital planning purposes.
 
  Capital contributions: The Bank received an $18.0 million capital
contribution from Citadel in March 1993 and another $10.0 million in December
1993 for a total of $28.0 million. There were no capital contributions in 1994.
On August 4, 1994, the Bank sold 21,577,141 shares of newly issued common stock
of Fidelity for net proceeds of approximately $109 million. See "Item 1--
Financial Statements--Note 4. Subsequent Events."
 
  Undrawn sources: Fidelity maintains other sources of liquidity to draw upon
if unforeseen circumstances, such as changes in liquidity or capital
requirements, should occur. At June 30, 1994, these sources of liquidity
include (a) a line of credit with the FHLB with $196.0 million available
(assuming all $400 million in commercial paper capacity is used); (b) unused
commercial paper capacity of $38.9 million; (c) $30.5 million in unpledged
securities available to be placed in reverse repos or sold; and (d) $294.5
million of unpledged loans, some of which would be available to securitize or
to collateralize additional FHLB or private borrowings, or which may be
securitized.
 
                                       40

  Deposits: The deposit runoff has required Fidelity to fund deposit
withdrawals for the six months ended June 30, 1994. At June 30, 1994, Fidelity
had deposits of $3.0 billion, down from $3.2 billion at March 31, 1994 and at
June 30, 1993. This reduction has been, in part, a natural result of the
Company's determination to reduce total assets and, in part, the result of the
need on the part of its depositors to withdraw funds to meet current living
expenses and/or increase yields through other investments.
 
  Despite the reduction of overall deposits, the Bank has retained profitable,
low-cost transaction accounts, such as passbook and checking accounts. The
following table presents the distribution of the Bank's accounts:

                            JUNE 30, 1994     JUNE 30, 1993
                           ----------------  ----------------
                                (DOLLARS IN THOUSANDS)
                                            
Money market accounts..... $  250,144   8.3% $  379,675  11.7%
Checking accounts.........    400,214  13.3     337,331  10.5
Passbook accounts.........     96,756   3.3      82,687   2.6
                           ---------- -----  ---------- -----
  Total transaction
   accounts...............    747,114  24.9     799,693  24.8
                           ---------- -----  ---------- -----
Certificates of Deposit
 $100,000 and over........    528,032  17.6     360,173  11.2
Certificates of Deposit
 less than $100,000.......  1,604,850  53.5   1,959,236  60.7
                           ---------- -----  ---------- -----
  Total certificates of
   deposit................  2,132,882  71.1   2,319,409  71.9
                           ---------- -----  ---------- -----
Brokered funds............    120,730   4.0     108,433   3.3
                           ---------- -----  ---------- -----
  Total deposits.......... $3,000,726 100.0% $3,227,535 100.0%
                           ========== =====  ========== =====

  Repurchase Agreements: In the six months ended June 30, 1994, the Bank had
net repayments of repurchase agreements of $3.8 million compared to providing
net funds of $109.9 million during the six months ended June 30, 1993. There
were no repurchase agreements outstanding at June 30, 1994.
 
  Loan Fundings: Fidelity funded $278.5 million loans (excluding Fidelity's
refinances) in the six months ended June 30, 1994 compared to $151.8 million in
the same period of 1993. The large increase in loan fundings during the six
months ending June 30, 1994 is due primarily to the increased use of wholesale
loan brokers to originate loans.
 
  Home equity lines: Advances on home equity credit lines totaled $7.9 million
and $14.6 million in the six months ended June 30, 1994 and 1993, respectively.
 
  Contingent or potential uses of funds: Fidelity had $49.0 million in the
unused balance of available home equity credit lines at June 30, 1994, compared
to $61.4 million at June 30, 1993. The Bank also had a total of the $205.0
million of unfunded loans in its pipeline at June 30, 1994, compared to $55.7
million at June 30, 1993. Included in this amount is approximately $50.3
million of approved, but unfunded commitments to originate loans at market
interest rates at June 30, 1994, compared to $20.2 million at June 30, 1993.
 
  The OTS regulations require the maintenance of an average regulatory
liquidity ratio of at least 5% of deposits and short-term borrowings. The
Bank's average regulatory liquidity ratio was 5.51% and 5.29% at June 30, 1994
and 1993, respectively.
 
  See "Business Plan; Capital Resources and Liquidity of the Company Post-
Closing" for a discussion related to Citadel.
 
INTEREST RATE RISK MANAGEMENT
 
  The Bank continues to reduce its interest rate risk ("IRR") exposure by
originating adjustable rate mortgage ("ARM") loans for its portfolio. Since
1985, the Bank has consistently moved toward building a portfolio consisting
predominantly of interest rate sensitive loans. ARM loans comprised 96.4% of
the portfolio of total loans at June 30, 1994, compared to 96.9% at June 30,
1993. The percentage of monthly adjustable ARMs to total loans was 72.8% at
June 30, 1994, compared to 77.9% at June 30, 1993.
 
                                       41

  The Bank is also emphasizing the growth of its transaction account base to
reduce its overall cost of funds. Transaction accounts include checking,
passbook and money market accounts. The ratio of transaction accounts, money
market savings and passbook accounts to total deposits increased to 25% at June
30, 1994 from 22% at December 31, 1993 but remained at the same level of 25% at
June 30, 1993.
 
  In 1993, the Bank initiated a hedging program to manage more effectively
interest rate risk. As a result, the Bank entered into various interest rate
swap agreements which are financial transactions where two counterparties agree
to exchange different streams of payments over time. An interest rate swap
involves no exchange of principal either at inception or upon maturity; rather,
it involves the periodic exchange of interest payments arising from an
underlying notional principal amount.
 
  At June 30, 1994, the Bank had a total notional principal amount of $450
million of interest rate swap contracts requiring the Bank to pay an adjustable
rate of interest equal to the three-month LIBOR rate as adjusted over time, and
to receive a fixed contractual interest rate. As of June 30, 1994, the Bank's
average receive rate was 4.80% per annum and the average pay rate was 4.61% per
annum. In an effort to fully cover the average maturity of the deposits hedged
and to protect against an adverse move in the value of these deposits, the Bank
negotiated to extend the maturities of three $50 million swaps by 6 to 8
months. This action increased the fixed rate received by Fidelity, while at the
same time locking in recent market value gains on the related deposits. The
following table summarizes the Bank's interest rate swaps as of June 30, 1994:

                                                                 INCOME EXPENSE
                                                        NOTIONAL FIXED  FLOATING
      SPECIFIC HEDGE                                     AMOUNT   RATE    RATE
      --------------                                    -------- ------ --------
                                                         (DOLLARS IN THOUSANDS)
                                                               
      Federal funds sold............................... $ 50,000  4.84%   4.25%
      Loan receivable..................................   50,000  4.82    3.64
      Deposits.........................................  170,000  4.83    4.86
      FHLB Advances/other borowings....................  180,000  4.76    4.74
                                                        --------
        Total.......................................... $450,000  4.80%   4.61%
                                                        ========

  In March 1994, the Bank also purchased two interest rate floor contracts with
a total notional principal amount of $100 million. The Bank's interest rate
floor contracts will protect against interest rate declines below the fixed
rate floor of 4.75%. The contracts provide for the Bank to receive the interest
rate differential on the notional amount between the three-month LIBOR rate and
the contract floor. The effective dates for the contracts extend from March
1995 through April 1997.
 
  Fidelity's maturity and repricing mismatch ("Gap") between interest rate
sensitive assets and liabilities due within one year was a positive 2.20% at
June 30, 1994, a negative 3.38% at December 31, 1993 and a positive 10.54% of
total assets at June 30, 1993. A positive Gap indicates an excess of maturing
or repricing assets over liabilities, whereas a negative Gap indicates an
excess of maturing or repricing liabilities over assets. However, for various
reasons, Gap is not particularly helpful as a measure of IRR exposure, and the
Bank does not use Gap as an IRR measurement and management tool. The Bank uses
a scenario-based approach which measures bank-wide risk and a probabilistic
approach for specific products. The Bank regularly analyzes scenarios that
contemplate low, expected and high inflation. The Bank also complies with OTS
requirements for interest rate shock scenarios (immediate permanent change in
interest rates of various levels). The Bank's December 31, 1993 interest rate
risk analysis, as filed with the OTS, indicates an immediate permanent increase
of 400 basis points in interest rates would decrease net interest income by
54.20%. The analysis indicates a decrease in rates of 400 basis points would
increase net interest income by 16.81%. For product and option valuation and
for analyzing the results of off-balance sheet instruments, the Bank employs a
Monte Carlo simulation model (one that assumes random variation in interest
rates) to measure and evaluate risk and return trade-offs.
 
                                       42

  The Bank's IRR management plan is reviewed on a continuing basis. At March
31, 1994, the Bank's interest rate risk was less than half of the exposure the
OTS considers to be above normal. The Bank's interest rate risk position has
not changed significantly since March 31, 1994 and it is believed that the
Bank's current risk position does not expose the Bank to excessive risk to
earnings potential. Even at this lower risk level, due to the lag effect that
the COFI has on Fidelity's loan portfolio, the decline in short-term rates
from 1990 to early 1993 contributed significantly to the Bank's net interest
margin. Recent stable rates have eroded this margin, and more recent increases
in rates could produce an initial reduction in net interest income.
 
                          PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
  In June 1994, the Company and Chase Manhattan Bank, N.A. ("Chase") entered
into a settlement agreement and mutual release with respect to the lawsuit
brought by Chase against the Company and Citadel's Chairman of the Board
earlier this year, which related to the Subordinated Notes. The lawsuit was
dismissed shortly thereafter. See "Item 1--Financial Statements--Note 4--
Subsequent Events" for information regarding the redemption of the
Subordinated Notes at the Closing of the Restructuring and Recapitalization.
 
ITEM 2. CHANGES IN SECURITIES
 
  Not applicable
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
  Not applicable
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
  Not applicable
 
ITEM 5. OTHER INFORMATION
 
  Not applicable
 
                                      43

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  (a) Exhibits -

 EXHIBIT
   NO.                                 DESCRIPTION
 -------                               -----------
      
   10.1  Form of Investor Purchase Agreement between Fidelity Federal Bank and
         the investors
   10.2  Settlement Agreement between Fidelity Federal Bank, Citadel Holding
         Corporation and certain lenders, dated as of June 3, 1994 (the "Letter
         Agreement")
   10.3  Amendment No. 1 to the Letter Agreement, dated as of June 30, 1994
   10.4  Amendment No. 2 to Letter Agreement, dated as of July 28, 1994
   10.5  Amendment No. 3 to Letter Agreement, dated as of August 3, 1994
   10.6  Mutual Release, dated as of August 4, 1994, between Fidelity Federal
         Bank, Citadel Holding Corporation and certain lenders
   10.7  Mutual Release between Fidelity Federal Bank, Citadel Holding
         Corporation, and The Chase Manhattan Bank, N.A., dated June 17, 1994
   10.8  Loan and REO Purchase Agreement (Primary), dated as of July 13, 1994,
         between Fidelity Federal Bank and Colony Capital, Inc.
   10.9  Deposit Escrow Agreement, dated as of July 13, 1994, among Colony
         Capital, Inc., Fidelity Federal Bank, and Morgan Guaranty Trust
         Company of New York
  10.10  Real Estate Purchase Agreement, dated as of August 3, 1994, between
         Fidelity Federal Bank and Citadel Realty, Inc.
  10.11  Loan and REO Purchase Agreement (Secondary), dated as of July 12,
         1994, between Fidelity Federal Bank and EMC Mortgage Corporation
  10.12  Deposit Escrow Agreement, dated as of July 13, 1994, between EMC
         Mortgage Corporation, Fidelity Federal Bank, and Morgan Guaranty Trust
         Company of New York
  10.13  Loan and REO Purchase Agreement (Secondary), dated as of July 21,
         1994, between Fidelity Federal Bank and Internationale Nederlanden
         (US) Capital Corporation, Farallon Capital Partners, L.P., Tinicum
         Partners, L.P. and Essex Management Corporation
  10.14  Deposit Escrow Agreement, dated as of July 21, 1994, between Fidelity
         Federal Bank and Internationale Nederlanden (US) Capital Corporation,
         Farallon Capital Partners, L.P., Tinicum Partners, L.P., Essex
         Management Corporation, and Morgan Guaranty Trust Company of New York
  10.15  Purchase of Assets and Liability Assumption Agreement by and between
         Home Savings of America, FSB and Fidelity Federal Bank, FSB, dated as
         of July 19, 1994
  10.16  Credit Agreement among Citadel Realty, Inc., Citadel Holding
         Corporation and Craig Corporation, dated as of August 2, 1994
  10.17  Promissory Note, dated as of August 2, 1994, by Citadel Realty, Inc.
         in favor of Craig Corporation
  10.18  Guaranty, dated as of August 2, 1994, by Citadel Holding Corporation
         in favor of Craig Corporation
  10.19  Pledge Agreement, dated as of August 2, 1994, between Citadel Holding
         Corporation and Craig Corporation

 
                                       44

 EXHIBIT
   NO.                                 DESCRIPTION
 -------                               -----------
      
  10.20  Promissory Note, dated August 3, 1994, by Citadel Realty, Inc., in
         favor of Fidelity Federal Bank
  10.21  Promissory Note, dated July 28, 1994, by Citadel Realty, Inc. in favor
         of Fidelity Federal Bank
  10.22  Guaranty Agreement, dated August 3, 1994, by Citadel Holding
         Corporation, in favor of Fidelity Federal Bank
  10.23  Unsecured Environmental Indemnity Agreement dated as of August 3,
         1994, by Citadel Realty, Inc., in favor of Fidelity Federal Bank
  10.24  Unsecured Environmental Indemnity Agreement dated as of July 28, 1994,
         by Citadel Realty, Inc. in favor of Fidelity Federal Bank
  10.25  Registration Rights Agreement dated as of June 30, 1994, between
         Fidelity Federal Bank, Citadel Holding Corporation and certain holders
         of Class C Common Stock of Fidelity Federal Bank
  10.26  Stockholders Agreement, dated as of June 30, 1994, between Citadel
         Holding Corporation and Fidelity Federal Bank
  10.27  Tax Disaffiliation Agreement, dated as of August 4, 1994, by and
         between Citadel Holding Corporation and Fidelity Federal Bank
  10.28  Option Agreement, dated as of August 4, 1994, by and between Fidelity
         Federal Bank and Citadel Holding Corporation
  10.29  Assignment of Option Agreement, dated as of August 4, 1994, by and
         between Citadel Holding Corporation and Citadel Realty, Inc.
  10.30  Amendment No. 2 to Executive Employment Agreement, dated as of August
         4, 1994, between Richard M. Greenwood and Fidelity Federal Bank
  10.31  Amended and Restated Term Note, dated October 29, 1992, by Richard M.
         Greenwood in favor of Citadel Holding Corporation
  10.32  Letter Agreement dated August 4, 1994, between Richard M. Greenwood
         and Citadel Holding Corporation
  10.33  Amended and Restated Charter S of Fidelity Federal Bank
  10.34  Amended Service Agreement between Fidelity Federal Bank and Citadel
         Holding Corporation dated as of August 1, 1994.
  10.35  Placement Agency Agreement, dated July 12, 1994 between J.P. Morgan
         Securities Inc., Fidelity Federal Bank and Citadel Holding
         Corporation.
  10.36  Side letter, dated August 3, 1994, between Fidelity Federal Bank and
         Citadel Realty, Inc.

  (b) Reports on Form 8-K
 
  The Company filed a Report on Form 8-K on July 22, 1994 reporting on Item 5.
  "Other Events."
 
  The Company filed a Report on Form 8-K on August 4, 1994 reporting on Item 5.
  "Other Events."
 
  The Company filed a Report on Form 8-K on August 12, 1994 reporting on Item
  5. "Other Events."
 
                                       45

                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
 
                                          CITADEL HOLDING CORPORATION
                                                 Registrant
 
Date: August 22, 1994                               /s/  STEVE WESSON
                                          _____________________________________
                                                        Steve Wesson
                                                President and Chief Executive
                                                         Officer
 
Date: August 22, 1994                               /s/  HEIDI WULFE
                                          _____________________________________
                                                         Heidi Wulfe
                                                   Senior Vice President,
                                                      Controller and
                                                  Chief Accounting Officer
 
                                       46

                            GRAPHICS APPENDIX LIST

   Page Where
 Graphic Appears              Description of Graphic or Cross-Reference
- - --------------------------------------------------------------------------------

EX-10.28G  Page 44     Exhibit "E"
                       Map showing signs on Sherman Oaks property.

EX-10.28H  Page 36     Map of First, Second and Third Floor of Sherman Oaks 
                       premises.

EX-10.28H  Page 39     Exhibit "A" 
                       Map of First, Second and Third Floors of the Sherman
                       Oaks premises.

EX-10.28H  Page 45     Exhibit "F"
                       Map showing signs on Glendale property.

EX-10.28I  Page 41     Map of Glendale property.

EX-10.28I  Page 41     Exhibit "A"
                       Standard Office Lease Floor Plan    

EX-10.28I  Page 46     Map showing signs on Glendale property.

EX-10.28K1 Page 9      Map showing location of Sherman Oaks property.

EX-10.28K2 Page 8      Map showing location of Glendale property.

EX-10.28K2 Page 14     Map showing location of Glendale property and various
                       notarizations.

                                                                    EXHIBIT 10.1

                                                                  July    , 1994

Fidelity Federal Bank
600 North Brand Boulevard
Glendale, California 91203

Dear Sirs:

     The undersigned investor ("Investor"), subject and pursuant to the terms 
and conditions set forth below, agrees to purchase from Fidelity Federal Bank, 
a Federal Savings Bank ("Fidelity"), and Fidelity, subject and pursuant to the 
terms and conditions set forth below, agrees to issue and sell to such Investor,
the shares of Class A Common Stock, par value $.01 per share, of Fidelity (the 
"Class A Common Stock"), and the shares of Class C Common Stock, par value $.01 
per share, of Fidelity (the "Class C Common Stock," and together with the Class 
A Common Stock, the "Common Stock"), specified in Section 3 below.  The Common 
Stock is being offered pursuant to an Offering Circular (the "Offering 
Circular"), dated as of July 12, 1994.  Capitalized terms used and not otherwise
defined herein have the meanings ascribed to them in the Offering Circular.

     1. Representations and Warranties of Investor.

     Investor hereby represents and warrants to, and covenants and agrees with, 
     Fidelity that:

          (a) Investor has received a copy of the Offering Circular relating to
     the shares of Common Stock that Investor agrees to purchase pursuant to
     Section 3 below and understands that no person has been authorized to give
     any information or to make any representations that were not contained in
     such Offering Circular, and Investor has not relied on any such other
     information or representations in making a decision to purchase any shares
     of Common Stock. Investor understands that an investment in Fidelity
     involves a high degree of risk, including the risks set forth under the
     caption "RISK FACTORS" in the Offering Circular.

          (b) Investor has been advised that (i) there are significant
     restrictions on the transfer of the Common Stock, (ii) there has been no
     prior trading market for the Common Stock, (iii) only a limited trading
     market for the Class A Common Stock, if any, is likely to develop in the
     foreseeable future, (iv) it is unlikely that any trading market for the
     Class C Common Stock will develop in the foreseeable future, and (v) as a
     result, an investment in the Common Stock may be extremely illiquid.

          (c) Investor agrees and acknowledges, and at the Closing (as defined 
     below) the charter of Fidelity will provide, that (i) for a period of
     thirty (30) days from the Closing, none of the Common Stock shall be
     transferable, and (ii) thereafter, until the date on which Fidelity files
     with the OTS its next annual report on Form 10-K for the first fiscal year
     ending after the date of the Closing, shares of Common Stock may be
     transferred only if such transfer is (A) to an affiliate of the transferor
     or an investment account under the control of the transferor or an
     affiliate of the transferor, or (B) of no fewer than 100,000 shares to each
     transferee in each transfer. Each transferee of shares of Common Stock
     shall be similarly bound by such transfer restrictions.

          (d) Investor has been advised that any and all certificates 
     representing the shares of Common Stock and any and all certificates issued
     in replacement thereof or in exchange therefor shall bear the following
     legend, or one substantially similar thereto:

            UNDER THE TERMS OF THE AMENDED AND RESTATED CHARTER OF FIDELITY
            FEDERAL BANK (THE "BANK"), THE SHARES OF COMMON STOCK EVIDENCED
            BY THIS CERTIFICATE MAY NOT BE TRANSFERRED PRIOR TO AUGUST, 1994

            [30 DAYS FROM THE CLOSING].  THEREAFTER, UNTIL THE FILING BY THE
            BANK WITH THE OFFICE OF THRIFT SUPERVISION OF THE BANK'S NEXT 
            ANNUAL REPORT ON FORM 10-K FOR THE FIRST FISCAL YEAR ENDING AFTER 
            THE DATE OF THE CLOSING, THE SHARES OF COMMON STOCK EVIDENCED BY 
            THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN BLOCKS OF 100,000 
            SHARES OR MORE, EXCEPT AS DESCRIBED BELOW.  DURING THAT TIME, THE 
            TRANSFER AGENT WILL REFUSE TO ISSUE STOCK CERTIFICATES FOR FEWER 
            THAN 100,000 SHARES EXCEPT WHERE THE TRANSFEROR PROVIDES 
            WRITTEN CERTIFICATION THAT SUCH SHARES ARE BEING TRANSFERRED 
            ONLY TO THE BENEFICIAL OWNERSHIP OF AN AFFILIATE OF THE 
            TRANSFEROR OR AN INVESTMENT ACCOUNT UNDER THE CONTROL OF THE 
            TRANSFEROR OR AN AFFILIATE OF THE TRANSFEROR.

          (e) Investor is a sophisticated "accredited investor" as defined in 
     Rule 501 under the Securities Act of 1933, as amended, and Investor has
     sufficient knowledge and experience in financial and business matters to
     make an informed investment decision based upon the information included in
     the Offering Circular. Investor can bear the economic risk of loss of the
     entire investment in the Shares (as defined in Section 3); Investor intends
     to purchase the Shares for the account of Investor and its affiliates and
     not, in whole or in part, for the account of any other person; and Investor
     is acquiring the Shares for investment and without a view to distribution.

          (f) Investor has full power and authority to enter into this letter 
     agreement (the "Agreement") and to consummate the transactions contemplated
     by the Agreement. The board of directors (or comparable body of authority)
     of Investor has taken all action required by law or by its charter, bylaws,
     partnership agreement or other governing instruments or otherwise to
     authorize (i) the approval, execution and delivery on behalf of Investor of
     the Agreement and (ii) the performance by Investor of its obligations under
     the Agreement. If Investor is acting in an advisory capacity, Investor has
     full power and authority (corporate and other) to act on behalf of its
     advisory clients under this Agreement. If Investor is a trust, the trustee
     thereof has been duly appointed as trustee of Investor with full power and
     authority to act on behalf on Investor and to perform the obligations of
     Investor under the Agreement. The Agreement is a valid and binding
     agreement of Investor, enforceable against Investor in accordance with its
     terms.

          (g) Investor is not "acting in concert" with any other purchaser or 
     potential purchaser of shares of any class of the common stock of Fidelity
     within the meaning of Sections 574.2(c) and 574.4 of the regulations of the
     OTS (12 C.F.R. 574.2(c) and 574.4), in its acquisition of the Shares
     hereunder.

          (h) All consents, approvals and authorizations ("Consents") of, and 
     all declarations and filings ("Filings") with, any governmental agency or
     body of the United States or any state thereof required to be obtained by
     Investor in connection with its purchase of Common Stock pursuant to this
     Agreement have been, or as of the Closing will have been, obtained, and all
     such Consents and Filings are, or as of the Closing will be, in full force
     and effect.

     2. Representation and Warranty of Fidelity.

     Fidelity represents and warrants to Investor that the execution, delivery 
and performance by Fidelity of this Agreement have been duly authorized by all 
necessary action and this Agreement has been duly executed and delivered by 
Fidelity and, when executed and delivered by Investor, will be a valid and 
binding agreement of Fidelity, enforceable against Fidelity in accordance with 
its terms.

     3. Subscription and Method of Payments.

     (a) Investor hereby agrees to purchase up to the number of shares of each 
class of Common Stock set forth on the signature page hereof (and Fidelity shall
have the right to specify a lesser number of shares to be so purchased) for a 
cash

                                      -2-

price per share of $5.25. At least five business days prior to the Closing, 
Fidelity shall so specify the precise number of the shares of Common Stock to be
purchased by Investor (the "Shares"). The amount equal to the product of the 
number of Shares multiplied by $5.25 is referred to herein as the "Purchase 
Price." The Shares will be simultaneously issued, sold and delivered to Investor
at the Closing described below.

     (b) Notwithstanding anything to the contrary herein, Fidelity shall not be 
obligated to issue or sell any shares of Common Stock to Investor unless, at the
Closing (as defined below), purchasers of shares of Common Stock offered 
pursuant to the Offering Circular have tendered payment in immediately available
funds to Fidelity for the purchase price of a minimum of 20,952,381 shares of 
Common Stock (or such greater amount of shares as to which Fidelity and the 
Placement Agent may agree) at a price of $5.25 per share.

     (c) If the conditions to the closing of the transactions contemplated
hereby (the "Closing") are met, the Closing will be held at a time and place to
be designated by Fidelity and the Placement Agent no later than August 4, 1994.
Fidelity shall notify Investor of the time and place of the Closing at least
five business days prior thereto, subject to the right of Fidelity to extend the
date of the Closing to a date no later than August 4, 1994, by notice to the
Investor no later than 10:00 a.m. (Eastern Daylight Time) on the day prior to
the Closing as then scheduled. Investor agrees to deliver payment of the
Purchase Price for the Shares to the Escrow Agent (as defined below) no later
than 12:00 Noon (Eastern Daylight Time) on the day prior to the Closing by wire
transfer in Federal funds for deposit in a non-interest bearing escrow account
maintained by the Escrow Agent to be specified by Fidelity in its notice of the
Closing. First Trust, N.A. (the "Escrow Agent") will act as escrow agent for the
funds constituting the Purchase Price and will deliver payment of such funds to
Fidelity at the Closing upon simultaneous delivery of certificates evidencing
the Shares to the Placement Agent on behalf of Investor. If the Closing does not
occur on or before August 4, 1994 for any reason, the Escrow Agent will promptly
return the funds constituting the Purchase Price to Investor.
          
     4. Conditions to Consummation; Termination.               

     (a) The respective obligations of Investor and Fidelity to effect the 
purchase and sale of the Shares shall be subject to the satisfaction or waiver 
prior to the Closing of the conditions set forth in Section 3(b) above and in 
the Agency Agreement to the transactions contemplated thereby.

     (b) This Agreement shall terminate if the Closing has not occurred on or 
before August 4, 1994.

     (c) This Agreement shall terminate, and the purchase and sale of the Shares
shall be abandoned, upon the termination of the Agency Agreement for any reason,
without further action or consent by Investor or Fidelity.

     (d) In the event that this Agreement is terminated pursuant to Section 4(b)
or 4(c) hereof, all further obligations of the parties under this Agreement 
shall terminate without further liability of any party or their respective 
stockholders, directors or officers to any other party or to the stockholders, 
directors or officers of any other party; provided, however, that a termination 
of this Agreement arising out of a willful breach of, or an intentional 
misrepresentation in, this Agreement by any party shall not relieve such party 
of liability therefor or be deemed to be a waiver of any available remedy for 
any such willful breach or intentional misrepresentation. In the event of any 
claim or action relating to this Agreement, the prevailing party shall also be 
entitled to its reasonable attorneys' fees and expenses.

     (e) The representations, warranties, agreements and covenants of the 
parties set forth herein shall survive the Closing.

     5. Miscellaneous.

     (a) Investor agrees not to transfer or assign this Agreement, or any of
Investor's interest herein, and further agrees that the transfer or assignment
of the Shares acquired pursuant hereto shall be made only in accordance with the
terms of Fidelity's Amended and Restated Charter as described in the Offering
Circular under the caption "SHARES ELIGIBLE FOR FUTURE SALE; TRANSFER
RESTRICTIONS."

     (b) This Agreement shall be binding upon Investor's successors and 
assigns.

     (c) This Agreement constitutes the entire agreement among the parties 
hereto with respect to the subject matter hereof and may be amended only by 
written execution by both parties.

     (d) This Agreement shall be governed by, and interpreted in accordance 
with, the internal law, and not the law pertaining to conflicts or choice of 
law, of the State of California.

     (e) Time is of the essence with respect to all provisions of this Agreement
including, without limitation, Investor's obligation to pay the Purchase Price 
and Fidelity's obligation to deliver certificates evidencing the Shares on the 
date of the Closing.

                                       3

     (f)  By executing this Agreement below, Investor agrees to be bound by all 
of the terms, provisions, warranties and conditions contained herein. Upon 
acceptance by Fidelity, this Agreement shall be binding on both parties hereto.

                                Very truly yours,

- - ----------------------------------      
[ ] Unless the foregoing box is         -----------------------------------   
checked, Investor is neither a                      (Name)                    
pension trust or profit sharing                                               
trust nor any other kind of             
employee benefit trust or fund          By:/s/                                 
forming a part of a plan or                --------------------------------    
plans qualified under the               
provisions of Section 401(a) of         
the Code and exempt under the           Printed                                 
provisions of Section 501(a) of         
the Code.                                  Name:
                                                ---------------------------     
     If the foregoing box is            
checked, Investor represents that       Title:  
either (x) the terms of any such              -----------------------------     
trust or fund specifically              
authorize the deposit of funds in       Address: 
a separate account as contem-                   ---------------------------     
plated by the Escrow Agreement                   
among Fidelity, Citadel, the                    ---------------------------     
Placement Agent and the Escrow          
Agent or (y) such deposit is            Telephone: 
specifically authorized by a                      -------------------------     
fiduciary or other authorized           
official of any such trust or           Facsimile: 
fund.                                             -------------------------     
- - ----------------------------------            

                  Maximum shares to be purchased by Investor:

                -----------------------------------------------
                    Common Stock           Number of shares
                -----------------------------------------------
                                         
                       Class A                 
                -----------------------------------------------
                       Class C
                -----------------------------------------------

Accepted and agreed as
of July    , 1994.
      
FIDELITY FEDERAL BANK,
a Federal Savings Bank

By:
   --------------------------
Title:
      -----------------------

                                       4

                                                                    EXHIBIT 10.2

[LOGO OF FIDELITY FEDERAL BANK APPEARS HERE]

                                                                  EXECUTION COPY
                                                                  --------------

CORPORATE OFFICES
800 North Brand Boulevard
P.O. Box 1631
Glendale, California 91209-1631

                                                        Dated as of 
                                                        June 3, 1994

BY TELECOPIER
- - -------------

To the Financial Institutions Identified 
   as "Lenders" on the Signature Page Hereto:

     re:  Loan Agreement, dated as of May 15, 1990
          and the 11.68% Subordinated Notes of
          Fidelity Federal Bank, FSB, Issued Thereunder
          ---------------------------------------------

Ladies and Gentlemen:

     Reference is made to the Loan Agreement dated as of May 15, 1990 (the 
"Loan Agreement") between Fidelity Federal Bank, a Federal Savings Bank (the
 --------------
"Bank"), Citadel Holding Corporation (the "Guarantor" or, together with the
 ----                                      ---------   
Bank, the "Company") and each of the financial institutions to whom this letter
           -------    
is addressed (each, a "Lender"). Capitalized terms not otherwise defined in this
                       ------
letter (this "Letter Agreement") have the meanings specified in the Loan
              ----------------
Agreement.

     As the Company has previously advised the Lenders, the Company intends to 
enter into a restructuring transaction (the "Restructuring") comprised of, among
                                             -------------
other things, (i) the transfer or disposition in one or more bulk asset sales of
a pool consisting primarily of troubled assets with an estimated current 
aggregate gross book value of approximately $640 million (the "Bulk Sales") and 
                                                               ----------
(ii) the sale of, or disposition of a controlling interest in, the Bank (the 
"Recapitalization"). The Restructuring is intended to result in capital levels 
 ----------------
of the Bank acceptable to the Office of Thrift Supervision (the "OTS").
                                                                 ---

     On March 4, 1994, one of the Lenders, The Chase Manhattan Bank (National 
Association) ("Chase"), commenced an action against the Bank, the Guarantor and 
               -----
the Chairman of the Board of the Guarantor (the "Chase Action") relating to, 
                                                 ------------  
among other matters, the effect of the Restructuring on the Company and the 
indebtedness outstanding under the Loan Agreement.

                                                                               2

     To assist the Company in the consummation of the Restructuring, and subject
to the terms and conditions contained herein, the Company hereby offers to 
redeem (the "Redemption") from each of the Lenders all Subordinated Notes held 
             ----------
by such Lender, together with all indebtedness, liabilities and obligations 
evidenced by or outstanding or arising under the Subordinated Notes or the Loan 
Agreement, for a redemption price (the "Redemption Price") equal to the sum of 
                                        ----------------
(i) the unpaid principal amount of the Subordinated Notes at the time of 
consummation of the Redemption, plus (ii) accrued and unpaid interest thereon 
                                ----     
through the date of consummation of the Redemption, plus (iii) a 
                                                    ----
recapitalization fee (the "Recapitalization Fee") payable in cash and calculated
                           --------------------
in accordance with Annex A hereto, plus (iv) all reasonable, documented 
                   -------         ----               
out-of-pocket costs and expenses (including without limitation legal fees,
disbursements and other related charges) incurred by the Lenders on or after May
24, 1994 in an aggregate amount not to exceed $80,000 in connection with this
offer to redeem and the transactions contemplated hereby. It is understood and
agreed that the Redemption Price does not include, and, if the Company shall
consummate the Redemption, the Company shall not otherwise be obligated to pay
to the Lenders, any other amount, including, without limitation, (a) any costs
or expenses, including legal fees, other than those specifically referred to
above, whether or not reimbursable by the Company under the Loan Agreement, (b)
any Prepayment Amounts payable pursuant to Section 3.2 of the Loan Agreement, or
(c) any amounts payable upon the occurrence of a Significant Event pursuant to
Section 12.8 of the Loan Agreement.

     The obligations of the Company and each Lender to consummate the Redemption
shall be subject to satisfaction of the following terms and conditions (the 
"Effectiveness Conditions"):
 ------------------------
 
I.  CONDITIONS

    A.  Events to Occur Within 5 Days of Execution of this 
        Letter Agreement  
        ------------------------------------------------------------------------

        1.  Dismissal with prejudice of the Chase Action, the exchange of
immediately effective mutual releases between the company and Chase, and prompt
public disclosure of such events in form and substance reasonably satisfactory
to the Company and to Chase;

        2.  Execution by each of the affected Lenders and delivery to the 
Company and Gibson, Dunn & Crutcher ("GDC") of waivers of conflict of interest 
                                      --- 
claims arising from the 

 
                                                                               3

Company's use of GDC in connection with the Restructuring, including without 
limitation, advice as to the construction and interpretation of the Loan 
Agreement and this Letter Agreement, which waivers shall in no event authorize 
GDC to advise or represent the Company with respect to any adverse claims 
against, or litigation or potential litigation matters involving Chase. Since 
the draft of every Lender's waiver has not been presented to the Company at the 
date of execution of this Letter Agreement, it is agreed that the waiver 
applicable to each Lender shall be in form and substance reasonably satisfactory
to the Company, GDC and such Lender; and
                 
     3.  Acceptance of this offer to redeem by each Lender with respect to all 
Subordinated Notes held by it by return of a facsimile counterpart of this 
Letter Agreement to the Company and to the other lenders on or before June 8, 
1994, duly signed by an authorized signatory of such Lender.

  B. Events to Occur Prior to or Upon Closing of the Redemption
     ----------------------------------------------------------

     1.  Consummation of the Recapitalization; provided, however, that if the
                                               --------  -------
Bank would be deemed to be "undercapitalized" within the meaning of 12 C.F.R. 
(S) 565.4 (b) (3) upon consummation of the Redemption, then the Redemption 
shall be postponed until completion of the Restructuring unless the OTS 
otherwise agrees;

     2.  Tender to the Company by all Lenders of all outstanding Subordinated 
Notes for Redemption by the Company hereunder;

     3.  Execution and delivery of releases (a) by all Lenders in favor of the 
Company and (b) by the Company in favor of all Lenders; and

     4.  Approval of the Redemption by the OTS within five business days after 
the execution of this Letter Agreement, which approval the Company will use its 
best efforts to obtain.

                                                                               4

II.  OTHER TERMS

     A.  The closing of the Redemption (the "Closing"), which shall be
                                             -------
contemporaneous with the closing of the Recapitalization or the Restructuring, 
as the case may be, shall occur at the offices of the Company or at such other 
place or places as may be agreed to with the Lenders on no less than three 
Business Days' prior notice by facsimile by the Company to the Lenders.

     B.  Between the date hereof and the Closing, the Company shall on a 
continuing basis furnish to each of the Lenders copies of all transaction 
agreements and offering circulars, prospectuses and memoranda relating to the 
Restructuring (including drafts thereof intended for circulation to individuals 
and entities other than the Company and its professional advisors) promptly 
following the preparation of such documents; provided, however, that the Company
                                             --------  -------
shall not be required to furnish such documents to the extent that (i) such 
documents contain privileged and confidential attorney/client material or (ii) 
the Company is precluded by applicable statute, rule or regulation from 
providing such information to the Lenders. In addition, the Company shall meet 
weekly with the Lenders by Wednesday of each week by telephonic conference call 
at a mutually convenient time to update the Lenders on the progress of the 
Restructuring. The undertakings of the Company contained herein are in addition 
to, and not in lieu of, the obligations of the Company to furnish information to
the Lenders under the Loan Agreement.

     C.  From the date hereof through and including July 31, 1994, the Lenders 
hereby waive compliance by the Company of its covenants contained in Sections 
5.3 (d), 5.5 (d) and 5.10 of the Loan Agreement. Except as expressly provided 
herein, the Loan Agreement shall continue to be in full force and effect, and 
the Lenders shall retain all rights, remedies and claims arising thereunder; 
provided, however, that actions taken in good faith by the Company between the 
- - --------  -------
date hereof and the Closing in furtherance of consummation of the Restructuring 
shall not be deemed by the Lenders to be anticipatory breaches of relevant 
                                         ------------
provisions of the Loan Agreement.

     D.  At the Closing,

         1.  The Company will pay to the Lenders the Redemption Price with 
respect to the respective Subordinated Notes held by them in immediately 
available funds;

                                                                               5
 
     2.  The Company will deliver to the Lenders a copy of a certified board 
resolution approving the terms of the Redemption as set forth herein; and

     3.  Each Lender will deliver to the Company all original Subordinated Notes
held by it, together with (i) a written instrument of transfer in form 
reasonably satisfactory to the Company, duly executed by or on behalf of such 
Lender by an authorized signatory, and (ii) evidence reasonably acceptable to 
the Company that such Lender is the beneficial and record owner and holder of 
such Notes, it being understood that the opinions of counsel otherwise required
in the case of transfers of Subordinated Notes pursuant to Section 9.1 of the 
Loan Agreement shall not be required.

     This offer to redeem shall remain open until June 8, 1994 and will expire 
without further action by the Company if not accepted prior to such date by all 
Lenders as specified above.  In addition, if this offer to redeem shall have 
been accepted as contemplated hereby prior to such date (or prior to such later 
date as may be agreed to in writing by the Company and the Lenders), but (i) all
of the Effectiveness Conditions shall not have occurred as and when provided for
hereby or (ii) the Closing shall not have taken place on or before July 31, 
1994, then any party hereto may in its sole and absolute discretion terminate 
this Letter Agreement without any liability to any other party by written notice
to the other parties.

     In considering whether or not to accept this offer, the Lenders should 
consider carefully the information that may have been or may hereafter be 
delivered to the Lenders, including information delivered pursuant to Sections 
5.1 and 12.1 of the Loan Agreement, and the recent press releases of the Company
and any other information regarding the Company and the Restructuring which may
from time to time be delivered by the Company.

     Except as otherwise provided herein, this Letter Agreement and the 
negotiations and presentations provided in connection with it, are hereby 
identified by the Company as being or containing confidential non-public 
information and, therefore, should be handled in accordance with Section 10.4(b)
of the Loan Agreement.

     The parties hereto acknowledge that they have read and understood the terms
of this Letter Agreement, that they have fully reviewed this Letter Agreement 
with their attorneys, and that they have entered into this Letter

                                                                               6
 
Agreement voluntarily with full knowledge of the offset thereof.

     For the convenience of the parties, this Letter Agreement may be executed 
in counterparts, each of which shall be deemed to be an original, but all of 
which shall constitute one and the same agreement.

     The foregoing constitutes the entire agreement and understanding between 
the parties hereto with respect to the subject matter hereof, and all prior or 
contemporaneous understandings or agreements, if any, are merged into this 
Letter Agreement. No term, provision, or condition of this Letter Agreement can 
be changed, modified, amended, or waived except by a writing signed by all the 
paries hereto.

     Pursuant to Section 5-1401 of the New York General Obligations Law, this 
offer to redeem and the rights and obligations of the parties hereto shall be 
governed by, and construed and enforced in accordance with, the laws of the 
State of New York.

     We look forward to your acceptance of this offer.

                                     Very truly yours,

                                     FIDELITY FEDERAL BANK,
                                     a Federal Savings Bank

                                     By: /s/ Richard M. Greenwood
                                        ------------------------------
                                        Richard M. Greenwood
                                        Chief Executive Officer and 
                                           President

                                     CITADEL HOLDING CORPORATION

                                     By: /s/ Richard M. Greenwood
                                        ------------------------------
                                        Richard M. Greenwood
                                        Chief Executive Officer and 
                                           President

BY SIGNING BELOW, EACH OF THE UNDERSIGNED LENDERS HEREBY ACCEPTS THE FOREGOING 
OFFER TO REDEEM ALL THE SUBORDINATED NOTES HELD BY IT, SUBJECT TO THE TERMS AND 
CONDITIONS SET FORTH ABOVE:

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By:  /s/ PAMELA STUMPP
   --------------------------------
Name:    Pamela Stumpp
     ------------------------------
Title:   Managing Director
      -----------------------------

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:  /s/ James F. Coggins, Jr.                      
   --------------------------------
Name:   James F. Coggins, Jr.
     ------------------------------
Title:  Assistant Vice President
      -----------------------------

CIG & CO.

By:  /s/ James F. Coggins, Jr.
   --------------------------------
Name:   James F. Coggins, Jr.
     ------------------------------
Title:  Partner
      -----------------------------

THE MUTUAL BENEFIT LIFE
INSURANCE COMPANY

By:  /s/ Daren H. James
   --------------------------------
Name:   Daren H. James
     ------------------------------
Title:  Senior Vice President
      -----------------------------

HEWLETT-PACKARD DEFERRED
PROFIT SHARING TRUST

By:  /s/ ELIZABETH OBERSHAW
   --------------------------------
Name:    Elizabeth Obershaw
     ------------------------------
Title:   Manager, Benefit Fund Investments
      ------------------------------------

                                                                    EXHIBIT 10.3

BY TELECOPIER
- - -------------

Dated as of
June 20, 1994

To the Financial Institutions Identified as
"Lenders" on the Signature Page Hereto:

Re:  Letter Agreement Dated as of June 3, 1994
     -----------------------------------------

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement dated as of June 3, 1994 (the
"Letter Agreement") between Fidelity Federal Bank, a Federal Savings Bank,
 -----------------                                                        
Citadel Holding Corporation and each of the financial institutions to whom this
letter is addressed.  Capitalized terms not otherwise defined in this letter
have the meanings specified in the Letter Agreement.

As required by the Letter Agreement, each of the Lenders accepted the offer to
redeem contained therein on or before June 8, 1994.  The Letter Agreement
provides, however, that the respective obligations of the parties thereunder are
subject to satisfaction of certain terms and conditions referred to therein as
"Effectiveness Conditions."  Furthermore, the Letter Agreement requires that
certain Effectiveness Conditions occur within five days of execution of the
Letter Agreement.  There has been delay in satisfying certain of the
Effectiveness Conditions and the parties now wish to extend the date by which
such Effectiveness Conditions must be satisfied.

By its signature below, each of the parties hereto acknowledges and agrees as
follows:

 
Dated as of
June 20, 1994
Page 2

1.   The Letter Agreement shall be amended by deleting the following language
     which appears on page 2 thereof: "A. Events to Occur Within 5 Days of
     Execution of this Letter Agreement" and replacing such language with the
     following: "A. Events to Occur on or Before June 22, 1994."

2.   The Letter Agreement shall be amended further by deleting section I.B.4
     which appears on page 3 thereof and replacing such provision with the
     following:  "Approval of the Redemption by the OTS on or before June 22,
     1994, which approval the Company will use its best efforts to obtain."

3.   Each party irrevocably and unconditionally waives whatever right it may
     have had to terminate the Letter Agreement based upon the failure of any
     conditions described in section I.A of the Letter Agreement to have been
     satisfied within 5 days of execution of the Letter Agreement.

4.   Except as specifically provided for hereby, the Letter Agreement shall
     remain in full force and effect.

Very truly yours,

FIDELITY FEDERAL BANK,
  a Federal Savings Bank
      
By:  /s/ GODFREY B. EVANS
     _______________________________________
     Name:   Godfrey B. Evans
     Title:  Executive Vice President

CITADEL HOLDING CORPORATION

By:  /s/ GODFREY B. EVANS
     ________________________________________
     Name:   Godfrey B. Evans
     Title:  Executive Vice President

Dated as of
June 20, 1994
Page 3

ACKNOWLEDGED AND AGREED TO:
- - ---------------------------

THE CHASE MANHATTAN BANK
     (NATIONAL ASSOCIATION)

By:  /s/ PAMELA M. STUMPP
     ________________________________________
     Name:   Pamela M. Stumpp
     Title:  Managing Director

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:  /s/ JAMES F. COGGINS, JR.
     ________________________________________
     Name:   James F. Coggins, Jr.
     Title:  Assistant Vice President

CIG & CO

By:  /s/ JAMES F. COGGINS, JR.
     ________________________________________
     Name:   James F. Coggins, Jr.
     Title:  Partner

THE MUTUAL BENEFIT LIFE INSURANCE COMPANY

By:  /s/ WALTER A. APPEL
     ________________________________________
     Name:   Walter A. Appel
     Title:  Vice President

HEWLETT-PACKARD DEFERRED PROFIT SHARING TRUST

By:  /s/ ELIZABETH OBERSHAW
     ________________________________________
     Name:   Elizabeth Obershaw
     Title:  Manager, Benefit Fund Investments

 
                                                                    EXHIBIT 10.4

As of July 28, 1994

BY TELECOPIER

TO THE FINANCIAL INSTITUTIONS IDENTIFIED AS "LENDERS" ON THE SIGNATURE PAGES
HERETO

         Re:   Fidelity Federal Bank, a Federal Savings Bank - Amendment No. 2
               to Letter Agreement dated as of June 3, 1994

Ladies and Gentlemen:

          Reference is made to the letter agreement dated as of June 3, 1994
among Fidelity Federal Bank, a Federal Savings Bank (the "Bank"), Citadel
                                                          ----           
Holding Corporation (together with the Bank, the "Company") and each of the
                                                  -------                  
financial institutions to whom this letter is addressed (each a "Lender"), as
                                                                 ------      
amended by a letter agreement dated as of June 20, 1994 (as so amended, the
"Letter Agreement").  Defined terms not otherwise defined herein have the
- - -----------------                                                        
meanings specified in the Letter Agreement.

          We hereby request that the Letter Agreement be amended as follows:

          1. Paragraph D.1. of the Letter Agreement is hereby amended to read in
full as follows:

               "1. The Company shall cause payment of the Redemption Price
(including the Recapitalization Fee) to be made directly out of an escrow
containing only the proceeds of the issuance of capital stock by the Bank
pursuant to its Form OC (OTS Docket No. 5770) (the "Offering Circular") by
                                                   -------------------
written instructions to the escrow agent in the form of Exhibit 1 hereto."

          2.   The releases referred to in paragraph I.B.3. of the Letter
Agreement shall be in the form of Exhibit 2 hereto.

          3.   Exhibits 1 and 2 hereto are hereby added as Exhibits 1 and 2 to 
the Letter Agreement.

          4.   The references to "July 31, 1994" appearing in paragraph II.C. 
and the second subparagraph of paragraph II.D.3. of the Letter Agreement are
hereby replaced by "August 4, 1994."

          5. Except as amended hereby, the Letter Agreement shall remain in full
force and effect.

          If the foregoing is acceptable to you, we would appreciate your prompt
return of a signed copy of this letter agreement.  We look forward to hearing
from you.

                                         Sincerely,

                                         FIDELITY FEDERAL BANK,

                                         a Federal Savings Bank

                                         By:  /s/ Godfrey B. Evans
                                              -------------------------------
                                         Name: Godfrey B. Evans
                                              -------------------------------
                                         Title: Executive Vice President
                                              -------------------------------

                                         CITADEL HOLDING CORPORATION

                                         By:  /s/ Godfrey B. Evans
                                              -------------------------------
                                         Name: Godfrey B Evans
                                              -------------------------------
                                         Title: Executive Vice President
                                              -------------------------------

ACKNOWLEDGED AND AGREED TO:

Lenders:
- - --------
THE CHASE MANHATTAN BANK 
(NATIONAL ASSOCIATION)

By:   /s/ Pamela M. Stumpp
     ---------------------------------
Name: Pamela M. Stumpp
     ---------------------------------
Title: Managing Director
     ---------------------------------

CONNECTICUT GENERAL LIFE 
INSURANCE COMPANY

By:  CIGNA Investments, Inc.
     ---------------------------------
Name:  James F. Coggins, Jr.
     ---------------------------------
Title: Managing Director
     --------------------------------- 

CIG & CO.

By:    CIG & Co.    
     ---------------------------------
Name:  James F. Coggins, Jr.
     ---------------------------------
Title: Partner
     ---------------------------------

THE MUTUAL BENEFIT LIFE 
INSURANCE COMPANY

By:  /s/ Walter A. Appel
     ---------------------------------
Name:    Walter A. Appel
     ---------------------------------
Title:   Vice President
     ---------------------------------

HEWLETT-PACKARD DEFERRED 
PROFIT SHARING TRUST

By:  /s/ Elizabeth Obershaw
     -----------------------------------
Name: Elizabeth Obershaw
     -----------------------------------
Title: Manager, Benefit Fund Investments
     -----------------------------------

                                                                    EXHIBIT 10.5
 
As of August 3, 1994

BY TELECOPIER

TO THE FINANCIAL INSTITUTIONS IDENTIFIED AS "LENDERS" ON THE SIGNATURE PAGES
HERETO

          Re:  Fidelity Federal Bank, a Federal Savings Bank -- 
               Amendment No. 3 to Letter Agreement dated as of 
               June 3, 1994
               ------------------------------------------------

Ladies and Gentlemen:

          Reference is made to the letter agreement dated as of June 3, 1994
among Fidelity Federal Bank, a Federal Savings Bank (the "Bank"), Citadel
                                                          ----           
Holding Corporation (together with the Bank, the "Company") and each of the
                                                  -------                  
financial institutions to whom this letter is addressed (each a "Lender"), as
                                                                 ------      
amended by a letter agreement dated as of June 20, 1994 and a letter agreement
dated as of July 28, 1994 (as so amended, the "Letter Agreement").  Defined
                                               ----------------            
terms not otherwise defined herein have the meanings specified in the Letter
Agreement.

          We hereby request that the Letter Agreement be amended as follows:

          1.  Clause (iii) of the first paragraph on page 2 of the Letter
Agreement is hereby amended and restated in its entirety to read as follows:
                
              "(iii) a recapitalization fee (the "Recapitalization Fee")
                                                  --------------------
calculated in accordance with Annex A, payment of which shall be satisfied
                              -------
through the issuance of shares of capital stock of the Bank ("Bank Shares") to
                                                              -----------
such Lender in accordance with Annex B, plus"
                               -------- ----

          2.  Paragraph II.D.1. of the Letter Agreement is hereby amended and
restated in its entirety to read as follows:
            
              "1. The Company shall cause payment of the Redemption Price
(excluding the Recapitalization Fee) to be made directly out of an escrow
containing only the proceeds of the issuance of capital stock by the Bank
pursuant to its Form OC (OTS Docket No. 5770) (the "Offering Circular") by
                                                    -----------------
written instructions to the escrow agent in the form of Exhibit 1 hereto. The
Bank shall deliver certificates evidencing the Bank Shares to J.P. Morgan
Securities Inc. ("JPM"), which delivery shall constitute satisfaction in
                  ---
full of the Company's obligation to pay the Recapitalization Fee, and shall
instruct JPM to deliver the Bank Shares to each Lender in accordance with
Annex B."

 
              3. Annex B hereto is hereby added as Annex B to the Letter 
Agreement.
              4.  Paragraph 3 of Exhibit 1 to the Letter Agreement is hereby 
amended and restated in its entirety to read as follows:

                  "3.  To the Lenders, in payment of the balance of the amounts 
due under the Letter Agreement, as follows:

                  a.   To Chase for credit to the account identified in 
paragraph 3 above:

              unpaid principal amount of
              Subordinated Notes                                $35,000,000.00
                                                                          
              accrued and unpaid interest
              through the date of redemption of                    $897,088.89
              the Subordinated Notes
                                                                 
                  Total                                         $35,897,088.89
                                                                --------------
              
                  b.  To CIG & Co. ("CIG"), as nominee of Connecticut General
 Life Insurance Company, ABA #021 0000 21 Chase NYC/CTR, New York, New
 York/Beneficiary: CIGNA Private Placements/Account No. 9009001802, Attention:
 Tom Massy (identifying the payment as follows: PPN 31614# AA7, Fidelity Federal
 Bank 11.68% Subordinated Notes Due 2000, and by the principal, interest and fee
 amounts set forth below):

              unpaid principal amount of
              Subordinated Notes                                $15,000,000.00
 
              accrued and unpaid interest
              through the date of redemption 
              of the Subordinated Notes                            $384,466.67
 
                  Total                                         $15,384,466.67
                                                                --------------

                  c. To MBLIC, for credit to the account identified in paragraph
3 above:
              unpaid principal amount of                         $5,000,000.00
              Subordinated Notes                               
 
              accrued and unpaid interest
              through the date of redemption
              redemption of the Subordinated Notes                 $128,155.56

                  Total                                          $5,128,155.56
                                                                 -------------

 
                 d. To Hewlett-Packard Deferred Profit Sharing Trust ("HPDPST"),
Mellon Trust, Federal Reserve Bank of Boston, ABA 011-801234, for credit to ABA
# 10-811-1, for further credit to Hewlett-Packard A/C HPCF6211:

              unpaid principal amount of
              Subordinated Notes                                 $5,000,000.00

              accrued and unpaid interest
              through the date of redemption 
              of the Subordinated Notes                            $128,155.56
 
                 Total                                            5,128,155.56"
                                                                  -------------

              5. Except as amended hereby, the Letter Agreement shall remain in
full force and effect.

              If the foregoing is acceptable to you, we would appreciate your
prompt return of a signed copy of this letter agreement. We look forward to
hearing from you.

                                                 Sincerely,

                                                 FIDELITY FEDERAL BANK,
                                                 a Federal Savings Bank

                                         By:  /s/ Godfrey B. Evans
                                             ----------------------------------
                                         Name:   Godfrey B. Evans
                                               --------------------------------
                                         Title:  Executive Vice President 
                                                -------------------------------

                                              CITADEL HOLDING CORPORATION

                                         By:  /s/ Godfrey B. Evans
                                             ----------------------------------
                                         Name:   Godfrey B. Evans
                                               --------------------------------
                                         Title:  Executive Vice President 
                                                -------------------------------

 
ACKNOWLEDGED AND AGREED TO:

Lenders:
- - --------
THE CHASE MANHATTAN BANK 
(NATIONAL ASSOCIATION)

By:  /s/ Pamela M. Stumpp
    -----------------------------
Name:  Pamela M. Stumpp
      ---------------------------
Title:  Managing Director
       --------------------------

CONNECTICUT GENERAL LIFE 
INSURANCE COMPANY

By:  Cigna Investments, Inc
    -----------------------------
Name:  /s/ James F. Coggins, Jr.
      ---------------------------
Title:  Managing Director
       --------------------------

CIG & CO.

By:  /s/ James F. Coggins, Jr.
    -----------------------------
Name:  James F. Coggins, Jr.
      ---------------------------
Title:  Partner
       --------------------------

THE MUTUAL BENEFIT LIFE 
INSURANCE COMPANY

By:  /s/ Walter A. Appel
    -----------------------------
Name:  Walter A. Appel
      ---------------------------
Title:  Vice President  
       --------------------------

HEWLETT-PACKARD DEFERRED 
PROFIT SHARING TRUST

By:  /s/ Robert P. Wayman
    -----------------------------
Name:  Robert P. Wayman
      ---------------------------
Title:  Executive Vice President
       --------------------------
        Finance and Administration
        Chief Financial Officer

 

                                    ANNEX B
 
                                                         NUMBER OF SHARES OF
                                   VALUE OF SHARE OF     CLASS A COMMON
                                   RECAPITALIZATION      STOCK, PAR VALUE
  LENDER                           FEE                   $0.01/SHARE
  ------                           -----------------     -------------------

Chase Manhattan Bank, N.A.            $583,333.33            111,111

CIG & Co.                             $250,000.00             47,619

Mutual Benefit Life                   $ 83,333.34             15,873
 Insurance Company

Hewlett-Packard Deferred              $ 83,333.34             15,873 
 Profit Sharing Trust

                                                                    EXHIBIT 10.6

                                 MUTUAL RELEASE
                                 --------------

     MUTUAL RELEASE dated as of August 4, 1994 (this "Release"), between
                                                      -------
FIDELITY FEDERAL BANK, a Federal Savings Bank ("Fidelity"), CITADEL HOLDING
                                                --------
CORPORATION (the "Guarantor," and together with Fidelity, the "Company"), THE
                  ---------                                    ------- 
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) ("Chase"), CONNECTICUT GENERAL LIFE
                                              -----
INSURANCE COMPANY ("Connecticut General"), CIG & CO. ("CIG"), THE MUTUAL BENEFIT
                    -------------------                --- 
LIFE INSURANCE COMPANY ("Mutual"), and HEWLETT PACKARD DEFERRED PROFIT SHARING
                         ------
TRUST ("HP," and together with Chase, Connecticut General, CIG and Mutual, the
        --   
"Lenders").
 ------- 
                                R E C I T A L S
                                - - - - - - - -

     A. The Company and the Lenders entered into that certain Loan Agreement
dated as of May 15, 1990 (the "Loan Agreement") under which the Company issued 
                               --------------
$60,000,000 in 11.68% Subordinated Notes (the "Notes") to the Lenders.
                                               -----
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Letter Agreement, as defined below.

     B. The Company intends to consummate a restructuring transaction (the
"Restructuring") comprised of, among other things, (i) the transfer or
 -------------
disposition in one or more bulk asset sales of a pool consisting primarily of
troubled assets with an estimated current aggregate net book value of
approximately $465 million and (ii) the sale of, or disposition of a controlling
interest in, Fidelity.

     C. On March 4, 1994, Chase commenced an action against Fidelity, the
Guarantor and the Chairman of the Board of the Guarantor (the "Chase Action")
                                                               ------------
relating to, among other matters, the effect of the Restructuring on
the Company and the indebtedness outstanding under the Loan Agreement.

     D. The Company and the Lenders entered into that certain letter agreement,
dated as of June 3, 1994 (the "Original Letter Agreement" or, as amended by
                               -------------------------
Amendment No. 1 and Amendment No. 2, as defined below, and by any amendments
subsequent thereto, the "Letter Agreement") pursuant to which the Company
                         ----------------
tendered, and the Lenders accepted, on the terms provided for thereby, an offer
to redeem the Notes and the Chase Action was settled.

     E. The Company and the Lenders entered into a letter agreement dated as of
June 20, 1994 ("Amendment No. 1"), pursuant to which the parties amended and/or
                ---------------
waived certain conditions of the Original Letter Agreement.

 
     F. On June 20, 1994, Chase filed its Stipulation of Dismissal with respect
to the Chase Action.

     G. The Company and the Lenders entered into a letter agreement dated as of
July 28, 1994 ("Amendment No. 2"), pursuant to which the parties amended certain
                ---------------                                                 
provisions of the Original Letter Agreement.

     H. It is a condition precedent to the closing of the transactions
contemplated by the Letter Agreement that the parties hereto execute and deliver
this Release.

                               A G R E E M E N T
                               - - - - - - - - -

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for themselves
and their respective successors and assigns, hereby agree as follows:

     1. Upon receipt by the Lenders of all amounts due them under the Letter
Agreement, the Lenders hereby fully, forever and irrevocably release, discharge
and acquit the Company, and its respective past and present affiliates, and the
respective past and present officers, directors, shareholders, agents, and
employees of the Company and each such affiliate, and their respective
successors, heirs, and assigns (the Company, together with each and all such
affiliates, officers, directors, shareholders, agents, employees and other
persons and entities shall be collectively referred to hereinbelow as the 
"Released Company Parties," and each such reference shall refer jointly and
 -------------------------                                                  
severally to each and all of the Company, the affiliates and all such other
persons and entities), of and from any and all rights, claims, demands,
obligations, liabilities, indebtedness, breaches of contract, breaches of duty
or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes
of action, debts, sums of money, accounts, compensations, contracts,
controversies, promises, damages, costs, losses and expenses of every type,
kind, nature, description or character, and irrespective of how, why, or by
reason or what facts, whether heretofore or now existing, or that could, might,
or may be claimed to exist, of whatever kind or name, whether known or unknown,
suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed,
whether based on contract, tort, breach of any duty, or other legal or equitable
theory of recovery, each as though fully set forth herein at length, that in any
way arise from or out of, are connected with, or relate to the Loan Agreement,
the Notes or the administration of the Loan Agreement or the Notes; provided,
however, that the execution and delivery of this Release shall not extinguish or
cancel the obligations of the Company set forth in the Letter Agreement (the
foregoing, 

                                       2

exclusive of the obligations referred to in the preceding proviso,
are each a "Lender Claim" or collectively the "Lender Claims").
            ------------                       -------------   

     2. The Company hereby fully, forever and irrevocably releases, discharges
and acquits the Lenders, and their respective past and present affiliates, and
the respective past and present officers, directors, shareholders, agents, and
employees of the Lenders and each such affiliate, and their respective
successors, heirs, and assigns (the Lenders, together with each and all such
affiliates, officers, directors, shareholders, agents, employees and other
persons and entities shall be collectively referred to hereinbelow as the
                                                                         
"Released Lender Parties," and each such reference shall refer jointly and
 ------------------------                                                  
severally to each and all of the Lenders, the affiliates and all such other
persons and entities), of and from any and all rights, claims, demands,
obligations, liabilities, indebtedness, breaches of contract, breaches of duty
or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes
of action, debts, sums of money, accounts, compensations, contracts,
controversies, promises, damages, costs, losses and expenses of every type,
kind, nature, description or character, and irrespective of how, why, or by
reason or what facts, whether heretofore or now existing, or that could, might,
or may be claimed to exist, of whatever kind or name, whether known or unknown,
suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed,
whether based on contract, tort, breach of any duty, or other legal or equitable
theory of recovery, each as though fully set forth herein at length, that in any
way arise from or out of, are connected with, or relate to the Loan Agreement,
the Notes or the administration of the Loan Agreement or the Notes; provided,
however, that the execution and delivery of this Release shall not extinguish or
cancel the obligations of the Released Lenders set forth in the Letter Agreement
(the foregoing, exclusive of the obligations referred to in the preceding
proviso, are each a "Company Claim" or collectively the "Company Claims").
                     -------------                       --------------   

     3. Each of the Company and the Lenders (each a "Party") irrevocably
                                                     -----
covenants and agrees that it shall forever refrain from initiating, filing,
instituting or maintaining any action in respect of or proceeding upon, or
encouraging, advising or voluntarily assisting any other person or entity to
initiate, file, institute or maintain any action in respect of or proceed upon,
any Company Claim or Lender Claim released in paragraph 1 or 2, respectively,
above (each a "Claim").
               -----

     4. Each Party represents and warrants that it is the owner of and has not
assigned, sold, transferred, or
                                       3

otherwise disposed of any of the Claims released by it hereunder.

     5. As further consideration for this Release, each Party, for itself, its
successors and its assigns, hereby agrees, represents, and warrants that the
matters released herein are not limited to matters that are known or disclosed,
and each Party hereby waives any and all rights and benefits that it now has, or
in the future may have, conferred upon it by virtue of the provisions of Section
1542 of the Civil Code of the State of California (or any other statute or
common law principles of similar effect), which Section provides as follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 
     DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF 
     EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE 
     MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     In this connection, each Party hereby agrees, represents, and warrants that
it realizes and acknowledges that factual matters now unknown to it may have
given or may hereafter give rise to causes of action, claims, demands, debts,
controversies, damages, costs, losses, and expenses that are presently unknown,
unanticipated, and unsuspected, and it further agrees, represents, and warrants
that this Release has been negotiated and agreed upon in light of that
realization and that it nevertheless hereby intends to release, discharge, and
acquit the Released Company Parties or Released Lender Parties, respectively
(each a "Released Party") released by it hereunder from any such unknown causes
         --------------                                                        
of action, claims, demands, debts, controversies, damages, costs, losses, and
expenses that in any way arise from or out of, are connected with, or in any way
relate to the Loan Agreement, the Notes or the administration of the Loan
Agreement or the Notes, except as expressly provided above.

     6. It is understood and agreed that the acceptance of delivery of this
Release by the Parties shall not be deemed or construed as an admission of
liability by any Released Party, and each such party hereby expressly denies
liability of any nature whatsoever arising from or related to the subject of the
within Release, except to the extent of the Company's obligations set forth in
the Loan Agreement and the Notes.

     7. Each Party hereby agrees, represents, and warrants that it has had
advice of counsel of its own choosing in negotiations for and in the preparation
of this Release, that it has had this Release fully explained by such counsel,

                                       4

and that it is fully aware of the contents and legal effect of this Release.
This Release may be pleaded as a full and complete defense to or be used as the
basis for any injunction against any action, suit, or other proceeding that may
be instituted, prosecuted, or attempted in breach of this Release.

     8. This Release shall be binding upon and for the benefit of the Released
Parties and their respective successors, heirs, devisees, executors, affiliates,
representatives, assigns, officers, agents, and employees wherever the context
requires.

     9. This Release is governed by and shall be construed under the laws of the
State of New York. EACH OF THE PARTIES HERETO SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE
PURPOSES OF ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS RELEASE.

     10. This Release may be executed in counterparts, each of which shall be
deemed to be an original but all of which when taken together shall constitute
one and the same instrument.

     11. This Release has been duly executed on behalf of each of the
undersigned as of the date set forth above.

     12. This Release contains the entire understanding of the Parties with
respect to the subject matter hereof and may not be modified except by written
instrument signed by all Parties. Execution and delivery of this Release,
however, does not invalidate or otherwise limit the effectiveness of that
certain Mutual Release dated June 17, 1994 by and between Chase and the Company,
which Mutual Release continues to be in full force and effect.

                                 FIDELITY FEDERAL BANK
                                 a Federal Savings Bank

                                 By:  /s/ Godfrey B. Evans
                                     _____________________________
                                 Name:  Godfrey B. Evans
                                       ___________________________
                                 Its:  Executive Vice President
                                      ____________________________

                                 CITADEL HOLDING CORPORATION

                                 By:  /s/ Godfrey B. Evans
                                     _____________________________
                                 Name:  Godfrey B. Evans
                                       ___________________________
                                 Its:  Executive Vice President
                                      ____________________________

                                       5

                                THE CHASE MANHATTAN BANK 
                                (NATIONAL ASSOCIATION)

                                By:  /s/ Pamela Stumpp
                                    --------------------------
                                Name:    Pamela Stumpp
                                      ------------------------
                                Its:     Managing Director
                                     -------------------------

                                CONNECTICUT GENERAL LIFE INSURANCE 
                                COMPANY

                                By:  Cigna Investments, Inc
                                    --------------------------
                                Name:  James F. Coggins, Jr.
                                      ------------------------
                                Its:  Managing Director
                                     -------------------------
                                
                                CIG & CO.

                                By:  /s/ James F. Coggins, Jr.
                                    --------------------------
                                Name:  James F. Coggins, Jr.
                                      ------------------------
                                Its:  Partner
                                     -------------------------

                                THE MUTUAL BENEFIT LIFE INSURANCE 
                                COMPANY

                                By:  /s/ Walter A. Appel
                                    --------------------------
                                Name:  Walter A. Appel
                                      ------------------------
                                Its:  Vice President
                                     -------------------------

                                HEWLETT-PACKARD DEFERRED PROFIT 
                                SHARING TRUST

                                By:  /s/ Elizabeth Obershaw
                                    --------------------------
                                Name:  Elizabeth Obershaw
                                      ------------------------
                                Its:   Manager, Benefit Fund 
                                       Investments
                                     -------------------------

                                       6

                                                                    EXHIBIT 10.7

                                                                  Execution Copy
                                                                  --------------

                                MUTUAL RELEASE
                                --------------

     WHEREAS, the Chase Manhattan Bank, N.A. ("Chase") entered into a loan 
agreement (the "Loan Agreement") with, among others, Fidelity Federal Bank, FSB 
("Fidelity"), pursuant to which Chase loaned Fidelity $35 million and received a
Subordinated Note to evidence Fidelity's obligation to repay such principal 
amount; and

     WHEREAS, Citadel Holding Corporation ("Citadel") is the parent company of 
Fidelity, and whereas Citadel has guaranteed payment of Fidelity's obligations 
under the Loan Agreement and the Subordinated Notes delivered thereunder (the 
"Notes"); and

     WHEREAS, Chase commenced an action entitled The Chase Manhattan Bank, N.A. 
                                                 -----------------------------
v. Fidelity Federal Bank, FSB, et al., 94 Civ. 1504 (RPP) (the "Action") 
   ----------------------------------
against, among others, Fidelity and Citadel (together, "Defendants") by filing a
Complaint (the "Complaint") on March 4, 1994; and

     WHEREAS, Defendants deny each and every material allegation contained in 
the Complaint; and

     WHEREAS, Chase, Fidelity and Citadel, among others have entered into a 
certain Letter Agreement dated as of June 3, 1994 (the "Letter Agreement") and 
it is a condition to the obligations of the parties thereunder that this Mutual 
Release be executed and delivered by the parties hereto;

 
                                                                               2
 
     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Chase and Defendants agree as 
follows:

                              Release of Defendants
                              ---------------------

     1.   Chase, for itself and its predecessors, successors, subsidiaries, 
parent companies, affiliates, divisions, related entities and assigns, and all 
of their respective past and present officers and directors and, to the fullest
extent of their power to do so, their shareholders, in their capacities as such,
and each and every one of them (hereinafter individually and collectively 
referred to as the "Chase Releasors") do hereby remise, release, exonerate and
forever discharge Fidelity and Citadel and each and all of their respective 
predecessors, successors, subsidiaries, parent companies, affiliates, divisions,
related entities and assigns, and all of their respective past and present 
officers, directors and shareholders, in their capacities as such, and their 
respective successors in interest, including, but not limited to, their 
respective successors, heirs and assigns (hereinafter individually and 
collectively referred to as the "Fidelity/Citadel Releasees") of and from any 
and all manner of action, suits, obligations, costs, expenses, damages, losses, 
liabilities, claims and demands (collectively, "Claims") which the Chase 
Releasors, or any of them, ever had, now have, or hereafter can, shall or may

 
have against the Fidelity/Citadel Releasees, or any of them, whether or not now 
known, suspected, or claimed, for, upon, or by reason of any matter, cause or 
thing whatsoever from the beginning of the world to and including the date of 
this Mutual Release, arising out of, or relating in any way to (i) the subject 
matter of the Complaint, (ii) the Loan Agreement, the Notes and the indebtedness
evidenced thereby (excluding Claims involving criminal or fraudulent conduct or 
misrepresentation regarding funds or property) or (iii) the Restructuring (as 
defined in the Letter Agreement); provided, however, that nothing contained
                                  --------  -------
herein shall release Defendants from their continuing obligations under or in 
respect of the Loan Agreement, the Notes and the Letter Agreement, which 
instruments and agreements remain in full force and effect.

                               Release of Chase
                               ----------------

     2.   Fidelity and Citadel, for themselves and their predecessors, 
successors, subsidiaries, parent companies, affiliates, divisions, related 
entities and assigns, and all of their respective past and present officers and 
directors and, to the fullest extent of their power to do so, their 
shareholders, in their capacities as such, and each and every one of them 
(hereinafter individually and collectively referred to as the "Fidelity/Citadel 
Releasors"), do hereby remise, release, exonerate and forever discharge Chase, 
and all of its

predecessors, successors, subsidiaries, parent companies, affiliates, divisions,
related entities and assigns, and all of their respective past and present 
officers, directors, and shareholders, in their capacities as such, and their 
respective successors in interest, including, but not limited to, their 
respective successors, heirs, and assigns (hereinafter individually and 
collectively referred to as the "Chase Releasees") of and from any and all 
manner of Claims which the Fidelity/Citadel Releasors, or any of them ever had, 
now have, or hereafter can, shall, or may have, against the Chase Releasees, or 
any of them, whether or not now known, suspected, or claimed, for, upon, or by 
reason of any matter, cause, or thing whatsoever from the beginning of the world
to the date of this Mutual Release, arising out of, or relating in any way to 
(i) the Loan Agreement, the Notes and the indebtedness evidenced thereby, (ii) 
the Restructuring (as defined in the Letter Agreement), (iii) initiation and 
prosecution of the Action, and (iv) the subject matter of the Complaint; 
provided however, that nothing contained herein shall release Chase from its 
- - -------- -------
continuing obligations under or in respect of the Loan Agreement and the Letter 
Agreement, which agreements remain in full force and effect.

      3.  Each party understands that the releases in paragraphs 1 and 2 extend 
to unknown and unsuspected claims, and in that regard, each party acknowledges 
that it has

read, considered and understands the provisions of Section 1542 of the 
California Civil Code, which reads as follows:

     "Certain Claims Not Affected by General Release. A general release does
      ---------------------------------------------- 
     not extend to claims which the creditor does not know or suspect to exist
     in his favor at the time of executing the release, which if known by him
     must have materially affected his settlement with the debtor."

Based upon the advice of its respective counsel, each party hereby expressly, 
knowingly and voluntarily waives and relinquishes any and all rights that it may
have under Section 1542 as well as under the provisions of all comparable, 
equivalent, or similar statutes and principles of common law or other decisional
law of any and all states of the United States or of the United States.

                                 Miscellaneous
                                 -------------

     4.   This Mutual Release shall be construed in accordance with and governed
by the laws of the State of New York applicable to instruments negotiated, made 
and performed entirely within that State.

     5.   This Mutual Release shall be binding upon and inure to the benefit of 
the parties hereto and their respective successors, assigns, heirs, executors, 
and administrators.

     6.   This Mutual Release contains the entire understanding of the parties 
with respect to the within subject matter and may not be modified except by 
written instrument signed by all parties hereto.

Dated: June 17, 1994

                                               THE CHASE MANHATTAN BANK, N.A.

                                          By:  /s/ Pamela M. Stumpp
                                               ---------------------------------
                                               Pamela M. Stumpp
                                               Title: Managing Director

                                               FIDELITY FEDERAL BANK, FSB

                                          By:  /s/ Godfrey B. Evans
                                               ---------------------------------
                                               Name:  Godfrey B. Evans
                                               Title: Executive Vice President

                                               CITADEL HOLDING CORP.

                                          By:  /s/ Godfrey B. Evans
                                               ---------------------------------
                                               Name:  Godfrey B. Evans
                                               Title: Executive Vice President

                                ACKNOWLEDGMENT
                  
STATE OF NEW YORK  ) 
                   : ss.:
COUNTY OF NEW YORK )

     On June 17, 1994 before me, a Notary Public, personally came Pamela M.
Stumpp, to me known, who, by me duly sworn, did depose and say that deponent is
a Managing Director of The Chase Manhattan Bank, N.A., the entity which executed
the foregoing MUTUAL RELEASE, and that deponent was duly authorized to execute
the MUTUAL RELEASE on behalf of The Chase Manhattan Bank, N.A.

                                                 /s/ ANTHONY J. VOTA
                                          ----------------------------------
                                          Notary Public

                                                  ANTHONY J. VOTA
                                            Notary Public, State of New York
                                                   No. 41-4931151
                                               Qualified in Queens County
                                          Certificate filed in New York County 
                                            Commission Expires June 20, 1994

                                ACKNOWLEDGMENT

STATE OF CALIFORNIA   )
                      : ss.:
COUNTY OF LOS ANGELES )

     On June 17, 1994 before me, a Notary Public, personally came Godfrey B. 
Evans, to me known, who, by me duly sworn, did depose and say that deponent is 
Executive Vice President of Fidelity Federal Bank, FSB, the entity which 
executed the foregoing MUTUAL RELEASE, and that deponent was duly authorized to 
execute the MUTUAL RELEASE on behalf of Fidelity Federal Bank, FSB.

                                               /s/ WINIFRED T. DOZIER
                                          --------------------------------
                                          Notary/Public
                                          
                                                WINIFRED T. DOZIER
                                                  COMM. #987731
                                             NOTARY PUBLIC - CALIFORNIA
                                                LOS ANGELES COUNTY
                                            My Comm. Expires March 30, 1997

                                ACKNOWLEDGMENT

STATE OF CALIFORNIA   )
                      ) ss.:
COUNTY OF LOS ANGELES )

     On June 17, 1994 before me, a Notary Public, personally came Godfrey B. 
Evans, to me known, who, by me duly sworn, did depose and say that deponent is 
Executive Vice President of Citadel Holding Corporation, the entity which 
executed the foregoing MUTUAL RELEASE, and that deponent was duly authorized to 
execute the MUTUAL RELEASE on behalf of Citadel Holding Corporation.

                                               /s/ WINIFRED T. DOZIER
                                          --------------------------------
                                          Notary/Public
                                          
                                                WINIFRED T. DOZIER
                                                  COMM. #987731
                                             NOTARY PUBLIC - CALIFORNIA
                                                LOS ANGELES COUNTY
                                            My Comm. Expires March 30, 1997

 
                                                                  EXECUTION COPY
================================================================================

                             FIDELITY FEDERAL BANK,
                                     Seller

                                      and

                             COLONY CAPITAL, INC.,
                                   Purchaser

                   LOAN AND REO PURCHASE AGREEMENT (PRIMARY)
                           Dated as of July 13, 1994

================================================================================

 
                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                                                         
ARTICLE I    DEFINITIONS...................................................   1

   Section 1.01   Defined Terms............................................   1

ARTICLE II     SALE AND CONVEYANCE OF ASSETS...............................   9

   Section 2.01   Purchase and Sale of Assets..............................   9
   Section 2.02   Servicing................................................  10
   Section 2.03   Delivery of Mortgage Loan Assets.........................  10
   Section 2.04   Delivery of REO Assets...................................  11
   Section 2.05   Recordation of Assignments and Deeds; Transfer Taxes.....  12
   Section 2.06   Risk of Loss; Insurance..................................  13
   Section 2.07   Allocation of Mortgage Loan Payments.....................  13
   Section 2.08   Escrow Balances..........................................  14
   Section 2.09   Apportionments...........................................  15
   Section 2.10   Payment of Expenses......................................  16
   Section 2.11   Legal Proceedings........................................  16
   Section 2.12   Unreimbursed Advances....................................  17
   Section 2.13   Pending Loan Modifications...............................  17
   Section 2.14   Delinquent Real Estate Taxes and Assessments.............  18
   Section 2.15   Continuing Cooperation; Subsequent Documentation.........  18

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE SELLER................  18

   Section 3.01   General Representations and Warranties of the Seller.....  18
   Section 3.02   Representations and Warranties as to the Mortgage Loans..  19
   Section 3.03   Representations and Warranties as to the REO Properties..  22

ARTICLE IV     REPRESENTATIONS, WARRANTIES AND COVENANTS OF
               THE PURCHASER...............................................  22

   Section 4.01   Representations and Warranties of the Purchaser..........  22

ARTICLE V      SPECIAL REPRESENTATIONS, WARRANTIES AND
               COVENANTS CONCERNING STRUCTURAL DEFECTS AND
               ENVIRONMENTAL HAZARDS; REMEDIES.............................  26

   Section 5.01   Structural Defects.......................................  26
   Section 5.02   Environmental Hazards....................................  26
   Section 5.03   Certificate of Structural Defect.........................  26
   Section 5.04   Certificate of Environmental Hazard......................  26
   Section 5.05   Limitations..............................................  27
   Section 5.06   Seller's Options.........................................  27
   Section 5.07   Environmental Risks......................................  28
   Section 5.08   Purchaser's Release of Seller............................  28

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       i

                                                                            Page
                                                                            ----
                                                                         
ARTICLE VI   REMEDIES......................................................  29

   Section 6.01   Breach of the Seller's Representations and Warranties;
   Section 6.02   Non-delivery of Documents; Cure; Repurchase..............  29
   Section 6.03   Termination of the Seller's Obligation to Repurchase.....  30
   Section 6.04   Transfer of Mortgage Loan Asset Upon Repurchase..........  31
   Section 6.05   Transfer of REO Asset Upon Repurchase....................  31
   Section 6.06   Risk of Loss.............................................  32
                  Withdrawal of Assets Not Conforming to Representations
   Section 6.07   and Warranties...........................................  32
   Section 6.08   Breach of the Purchaser's Representations and Warranties.  32
                  Distribution of Deposit and Remedies if No Closing;
                  Termination..............................................  32

ARTICLE VII  CONDITIONS PRECEDENT..........................................  34

   Section 7.01   Conditions Precedent To Be Performed by the Seller.......  34
   Section 7.02   Conditions Precedent To Be Performed by the Purchaser....  35

ARTICLE VIII MISCELLANEOUS PROVISIONS......................................  36

   Section 8.01   Governing Law; Jurisdiction; Consent to Service of
                  Process..................................................  36
   Section 8.02   Hart-Scott-Rodino........................................  36
   Section 8.03   Confidentiality..........................................  36
   Section 8.04   Broker's Fees............................................  36
   Section 8.05   Notices..................................................  36
   Section 8.06   Severability of Provisions...............................  37
   Section 8.07   Schedules and Exhibits...................................  38
   Section 8.08   Waivers and Amendments...................................  38
   Section 8.09   No Third Party Rights....................................  38
   Section 8.10   Successors and Assigns...................................  38
   Section 8.11   Captions.................................................  38
   Section 8.12   Counterparts.............................................  39
   Section 8.13   Entire Agreement.........................................  39
   Section 8.14   No Merger................................................  40

SCHEDULES
- - ---------
Schedule 1.01-A Allocated Price Schedule
Schedule 1.01-B Mortgage Loan Schedule
Schedule 1.01-C Pending Loan Modifications Schedule
Schedule 1.01-D Ground Lease
Schedule 1.01-E REO Property Schedule
Schedule 2.07(a)(ii)  Earthquake Deferrals
Schedule 3.01(iv)  Litigation
Schedule 3.02(iv)  Second Mortgage
Schedule 3.02(xvi)  Other Originators of Mortgage Loans

EXHIBITS
- - --------
Exhibit 1.01-A  Form of Assignment of Intangible Personal Property
Exhibit 1.01-B  Form of Bill of Sale
Exhibit 1.01-C  Form of Equity Commitment Certification
Exhibit 1.01-D  Form of Half Commitment Certification

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       ii

                                                                    EXHIBIT 10.8

                   LOAN AND REO PURCHASE AGREEMENT (PRIMARY)

      THIS LOAN AND REO PURCHASE AGREEMENT (PRIMARY) (this "Agreement"), dated
                                                           -----------
as of July 13, 1994, is executed by and between Fidelity Federal Bank, a Federal
Savings Bank (the "Seller"), and Colony Capital, Inc., a Delaware corporation
                  --------
(the "Purchaser").
     -----------

      WHEREAS, the Seller owns certain Mortgage Loan Assets (as defined herein)
and REO Assets (as defined herein); and

      WHEREAS, the Purchaser desires to purchase and the Seller desires to sell
such Mortgage Loan Assets and REO Assets and related rights and assets;

      NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Purchaser and the Seller agree
as follows:

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01  Defined Terms.
              ------------- 
      Whenever used in this Agreement, the following words and phrases shall
have the following meaning specified in this Article and shall apply to the
singular and plural forms:

          "Agreement" means this Loan and REO Purchase Agreement including the
          -----------
schedules and exhibits hereto and all amendments hereof and supplements hereto.

          "Allocated Price" means, as to each Mortgage Loan Asset and each REO
           ---------------                                                    
Asset, the portion of the Purchase Price attributed to the Mortgage Loan Asset
and REO Asset as set forth on the Allocated Price Schedule provided by the
Purchaser attached hereto as Schedule 1.01-A.
                             --------------- 

          "ALTA" means the American Land Title Association.
           ----                                            
          "Apportionment Amount" shall have the meaning set forth in 
           --------------------                                             
Section 2.09.

          "Appraised Value" means with respect to any REO Property or Mortgaged
           ---------------                                                     
Property, the value of such REO Property or Mortgaged Property based upon the
most recent appraisal thereof contained in the Investors' Review File.

          "Assets" means the Mortgage Loan Assets and the REO Assets.
           ------                                                    

          "Assignment" means an assignment of a Mortgage or equivalent
           ----------                                                 
instrument in recordable form, or an assignment of a Participation Interest and
the related Participation Certificate, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale or transfer of the related Mortgage Loan Asset.

          "Assignment of Intangible Personal Property" means an Assignment of
           ------------------------------------------                        
Intangible Personal Property substantially in the form of Exhibit 1.01-A hereto.
                                                          --------------        

          "Balance Purchase Price" shall be an amount equal to the Purchase
           ----------------------                                          
Price minus the Deposit.
      -----             
          "Bid Date" means July 8, 1994.
           --------                     
          "Bid Information Date" means July 5, 1994.
           --------------------                     
          "Bill of Sale" means a Bill of Sale substantially in the form of
           ------------                                                   
Exhibit 1.01-B hereto.
- - --------------        

          "Business Day" means any day other than (i) a Saturday or Sunday, or
           ------------                                                       
(ii) a day on which banking or savings and loan institutions in the State of
California are authorized or obligated by law or executive order to be closed.

          "Claims" shall have the meaning set forth in Section 5.08.
           ------                                                   
          "Closing" means the closing of the purchase and sale of the Assets
           -------                                                          
hereunder, as provided in Section 2.01.

          "Closing Date" means August 23, 1994, or such other date as is agreed
           ------------                                                        
between the Purchaser and the Seller, which date shall be as close to August 23,
1994 as reasonably possible but in no event later than September 30, 1994, time
being of the essence.

          "Commitment Date" shall have the meaning set forth in Section 6.08.
           ---------------                                                   
          "Condominium Association" means the condominium
           -----------------------                       
association that is responsible for the operation of a Condominium Project.
          "Condominium Loan" means any Mortgage Loan that is secured by a
           ----------------                                              
Mortgage on a Condominium Unit and identified on the Mortgage Loan Schedule.

          "Condominium Project," with respect to a Condominium Unit or REO
           -------------------                                            
Condominium Unit, means all real property owned by a Condominium Association and
the individual owners of the separate units including the land, the separate
units and all common elements.

          "Condominium Unit" means each specific unit in a Condominium Project
           ----------------                                                   
identified on the Mortgage Loan Schedule or the REO Property Schedule.
          "Cure Estimate" shall have the meaning set forth in Sections 5.03 or
           -------------                                                      
5.04, as applicable.
          "Cure Threshold" means the greater of five percent (5%) of the
           --------------                                               
Allocated Price of the related Asset and $75,000.
          "Cut-off Date" means May 31, 1994.
           ------------                     
          "Deeds" shall have the meaning set forth in Section 2.04.
           -----                                                   

          "Deposit" means the ten percent (10%) of the Purchase Price that the
           -------                                                            
Purchaser shall deliver to the Deposit Escrow Agent prior to the Closing Date,
in two separate tranches, pursuant to Section 2.01.  "Deposit" also includes
interest on each tranche of the Deposit from the date of receipt by the Deposit
Escrow Agent to, but not including, the Closing Date, as provided in the Deposit
Escrow Agreement.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       2

          "Deposit Escrow Agent" means Morgan Guaranty Trust Company of New
           --------------------                                            
York.
          "Deposit Escrow Agreement" means the Deposit Escrow Agreement dated as
           ------------------------                                             
of the date of this Agreement, by and among the Purchaser, the Seller and the
Deposit Escrow Agent.

          "Deviation Amount" shall have the meaning set forth in Section 2.09.
           ----------------                                                   

          "Engineering Structural Report" means a report prepared at the request
           -----------------------------                                        
of the Seller, included in the Investors' Review File prior to the Bid Date,
reporting the results of an inspection of a Property in an area affected by the
Northridge Earthquake, made by a structural engineer after the Northridge
Earthquake.

          "Environmental Assessment Report" means a written Phase I or Phase II
           -------------------------------                                     
environmental assessment report, independently prepared, included in the
Investors' Review File prior to the Bid Date, evidencing the results of an
environmental assessment performed for the purpose of assessing the
environmental condition of a Property.

          "Environmental Hazard" means any condition on a Property by reason of
           --------------------                                                
which the Property is not in substantial compliance with a federal, state, or
local law, ordinance or regulation or any court judgment applicable to the
Mortgagor or the Property relating to industrial hygiene or to environmental
conditions including, but not limited to, those relating to the release,
emission or discharge of substances defined therein as hazardous.

          "Equity Commitment Certification" means a certification from J.P.
           -------------------------------                                 
Morgan Securities Inc. or counsel to the Seller that the Seller has received
written commitments to purchase an amount of shares of the Seller's Common Stock
pursuant to the Offering Circular having an aggregate purchase price of
$110,000,000, substantially in the form of Exhibit 1.01-C hereto.

          "Escrow Advance" means the funds advanced by the Seller on behalf of
           --------------                                                     
the Mortgagor for taxes and insurance premiums, water rates, mortgage insurance
premiums, ground rents, assessments for common charges, Condominium Association
dues, security, key or other deposits, capital improvements or other similar
payments that have not been reimbursed by such Mortgagor.

          "Escrow Agent" means the escrow agent, if any, appointed by the mutual
           ------------                                                         
agreement of the Seller and the Purchaser to assist the Closing.

          "Escrow Balance" means the positive balance of funds held by the
           --------------                                                 
Seller or held in escrow pursuant to any Mortgage for impounds for taxes and
insurance premiums, water rates, mortgage insurance premiums, ground rents,
assessments for common charges, Condominium Association dues, security, key or
other deposits, funds reserved for capital improvements or other similar
payments.

          "Estimated Apportionment Amount" shall have the meaning set forth in
           ------------------------------                                     
Section 2.09.

          "Half Commitment Certification" means a certification from J.P. Morgan
           -----------------------------                                        
Securities Inc. or counsel to the Seller that the Seller has received written
commitments to purchase an amount of shares of the Seller's Common Stock
pursuant to the Offering Circular having an aggregate purchase price of
$55,000,000, substantially in the form of Exhibit 1.01-D hereto.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       3

          "Insured Loss" means any condemnation (or the initiation of
           ------------                                              
proceedings therefor) that is not a Material Loss and any casualty loss that is
not a Material Loss and against which the Seller (or the Purchaser for the
purposes of Section 6.05) has valid insurance coverage.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
           ---------------------                                             
amended from time to time, or any successor statute, and the regulations
promulgated and the rulings issued thereunder.

          "Investors' Review File" means, as to each Mortgage Loan or REO
           ----------------------                                        
Property, the information contained in the files made available to the
Purchaser's representatives at the Seller's offices located at 700 North Central
Avenue, Glendale, California, together with all supplementary information made
available to the Purchaser at the Seller's offices or directly to the Purchaser
on or before the Bid Information Date, which consists of some or all of the
following with respect to a particular Asset:  (a) the Loan Documents; (b) any
physical inspection report concerning the related Property; (c) any
Environmental Assessment Report concerning the related Property; (d) any
Engineering Structural Report concerning the related Property; (e) any asset
resolution plans prepared by EQ Services; (f) any title updates, current rent
rolls, current operating statements, appraisals and similar materials prepared
for presentation to investors; and (g) the Confidential Portfolio Information
Package dated May 31, 1994 provided to the Purchaser and any amendments,
appendices or supplements thereto provided to the Purchaser.  The information
regarding each Mortgage Loan and REO Property contained in the magnetic tapes
delivered to the Purchaser shall also be deemed to be part of the Investors'
Review File with respect to such Mortgage Loan or REO Property described
therein.  Information given to an individual investor in response to an inquiry
from that investor is not part of the Investors' Review File.

          "Loan Documents" means the Mortgage Note, the Mortgage and any and all
           --------------                                                       
other agreements, certificates, documents or instruments in the Seller's
possession or under its control relating to the origination, closing and
modification of a Mortgage Loan, including without limitation any related
security agreement, UCC financing statement, guaranty, letter of credit, pledge,
loan agreement or other instrument creating a security interest in, and lien
upon, real and/or personal property; any Participation Agreements, assumption
agreements, modification agreements, appraisals, guarantees, insurance
certificates, borrower estoppel certifications and subordination agreements for
leases, financial and/or operating statements, credit reports, lender's title
insurance policy, engineering reports, soil reports, environmental assessment
reports and architect's certificate.  The Loan Documents may be original
documents or copies thereof, whether by photocopy, microfiche, microfilm or on
diskette. Loan Documents does not include duplicate materials, correspondence
not material to an evaluation of the Assets, internal reports, or any privileged
attorney-client communications.

          "Material Loss" means a casualty loss with respect to a Property of
           -------------                                                     
more than twenty-five percent (25%) of its Appraised Value on the Cut-off Date,
or a condemnation (or the initiation of proceedings therefor) of more than 25%
of the Premises of a Property or that substantially impairs (or would impair)
the ability to use the Premises of a Property for its intended purpose, whether
or not the Seller has insurance against such casualty or condemnation, or any
material casualty loss with respect to a Property against which the Seller does
not have insurance.

          "Mortgage" means the mortgage, deed of trust or other instrument
           --------                                                       
creating a lien on improved real property or on the tenant's interest under a
ground lease of improved real property (including without limitation a
Condominium Unit) securing a Mortgage Note.

          "Mortgage Loan" means any individual Mortgage Loan that is secured by
           -------------                                                       
a Mortgage, including without limitation a Condominium Loan, and that is
identified on the Mortgage Loan Schedule, provided, however, that the Seller may
                                          --------  -------                     
take title to a Mortgaged 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       4

Property subject to a Mortgage Loan identified on the Mortgage Loan Schedule
prior to the Closing Date, in which case such Mortgaged Property shall
constitute REO Property under this Agreement.

          "Mortgage Loan Assets" means the Mortgage Loans (including
           --------------------                                     
Participation Interests), Mortgage Notes and Mortgages.

          "Mortgage Loan Principal Balance of Record" means, with respect to any
           -----------------------------------------                            
Mortgage Loan, the unpaid principal balance as of the Cut-off Date, after giving
effect to all payments of principal received on or before the Cut-off Date and
applied as provided in this Agreement.

          "Mortgage Loan Schedule" means the list of Mortgage Loans subject to
           ----------------------                                             
this Agreement and identified on Schedule 1.01-A attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each Mortgage Loan as of
the Cut-off Date:

                 (i) the Mortgage Loan identifying number;

                (ii) the name of the Mortgagor;

               (iii) the street address and unit number, if any, of the Property
                     including state and zip code;

                (iv) the type of real property constituting the Property;

                 (v) the Mortgage Loan Principal Balance of Record;

                (vi) the original principal balance of the Mortgage Loan;

               (vii) with respect to each Participation Interest, the
                     Participation Interest Percentage and the identity of the
                     Person(s) holding the remaining interests in the related
                     Mortgage Loan;

              (viii) the stated maturity date;

                (ix) any Unapplied Funds as of the Cut-Off Date;

                 (x) any unreimbursed servicing advances;

                (xi) the due date of the next payment;

                 (x) a code indicating whether the Mortgage Loan bears interest
                     at a fixed or adjustable rate of interest;

                (xi) the monthly payment amounts; and
              
               (xii)    the amount of any impound account.

          "Mortgage Note"  means the note or other evidence of the indebtedness
           -------------                                                       
under a Mortgage Loan.

          "Mortgaged Property" means the underlying real property that secures a
           ------------------                                                   
Mortgage, which in the case of a leasehold mortgage shall mean the tenant's
interest in the real property 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       5

underlying the ground lease or, where the context so requires, the real property
underlying the ground lease.

          "Mortgagor" means one or more Persons who are the current and
           ---------                                                   
unreleased obligor or obligors on a Mortgage Note or, in some cases, the last
known party from whom the Seller accepted payment, all as reflected in the
Seller's records.

          "Northridge Earthquake" means the major seismic event of January 17,
           ---------------------                                              
1994, centered in the Northridge or Reseda area of Los Angeles, California, and
all subsequent seismic events deemed to be aftershocks thereto and occurring
prior to the Closing Date.

          "Notice of Defect" shall have the meaning set forth in Section 5.03.
           ----------------                                                   
          "Notice of Hazard" shall have the meaning set forth in Section 5.04.
           ----------------                                                   

          "Offering Circular" means the Offering Circular of the Seller relating
           -----------------                                                    
to the issuance and sale of the Seller's Class A Common Stock, par value $0.01
per share, and Class C Common Stock, par value $0.01 per share, declared
effective by the Office of Thrift Supervision on the date hereof.

          "Participation Agreements" means, with respect to any Mortgage Loan,
           ------------------------                                           
any agreements to which the Seller is a party relating to any Participation
Interest.
          "Participation Certificate" means the certificate or other evidence of
           -------------------------                                            
a Participation Interest in a Mortgage Loan.
          "Participation Interest" means the participation interest in certain
           ----------------------                                             
of the Mortgage Loans held by the Seller as set forth on the Mortgage Loan
Schedule.

          "Participation Interest Percentage" means, for any Mortgage Loan, the
           ---------------------------------                                   
percentage of the Mortgage Loan Principal Balance of Record thereof represented
by the related Participation Interest.

          "Pending Loan Modification" means the proposed modification of a
           -------------------------                                      
Mortgage Loan set forth on the Pending Loan Modifications Schedule pursuant to
which the Seller deferred or would defer payments of principal and/or interest,
or advanced or would advance funds to the related Mortgagor, together with the
resulting modification of the related Mortgage Note, if any, which modification
is contemplated by the Seller and such Mortgagor but may not be consummated as
of any date between the Cut-off Date and the Closing Date, inclusive.

          "Pending Loan Modifications Schedule" means the list of Pending Loan
           -----------------------------------                                
Modifications identified on Schedule 1.01-B attached hereto, which schedule sets
                            ---------------                                     
forth, with respect to each Pending Loan Modification which existed on or after
the Cut-off Date, as of the Cut-Off Date and as of the Bid Information Date, the
related Mortgage Loan's identifying number, the material terms of the
modifications made or proposed, the amount of the related pay-down of the
principal balance made or proposed, if any, and the amount of the advance made
or proposed to be made upon the consummation of the Pending Loan Modification,
if any.  At the Closing Date, the Pending Loan Modifications Schedule shall be
updated to reflect the Pending Loan Modifications as of the Closing Date and the
consummation or other disposition of the Pending Loan Modifications set forth on
the Pending Loan Modifications Schedule with respect to the Bid Information
Date.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       6

          "Permitted Encumbrances" means (a) the lien of real estate taxes and
           ----------------------                                             
assessments, ground rents and other obligations under ground leases, personal
property taxes, water rates, water frontage charges and/or meter charges, sewer
taxes or rents, and vault charges, in each case not yet due and payable or, if
due and payable, which may be paid without interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record of a type acceptable to lending institutions generally, (c)
mechanics' or similar liens or claims for work, labor and materials relating to
work performed by tenants on such Property, (d) zoning and other land use
restrictions and ordinances, including, without limitation, landmark, historic
and wetland designations, (e) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided, in the case of a Mortgaged Property, by the
related Mortgage, and in the case of an REO Property, by the mortgage granted in
connection with the REO Loan, (f) rights of tenants under leases or other rights
of tenants or rights of other occupants of the Premises, (g) any laundry or
other equipment leases, and (h) in addition, in the case of any Condominium
Loan, (1) the lien of the Condominium Association on the related Condominium
Unit or REO Condominium Unit provided for in the related documents for the
Condominium Unit for enforcement of unpaid maintenance or common expense
assessments and (2) rights of the Condominium Association pursuant to the
condominium declaration, or the rules, regulations or other operative documents
of such Condominium Association.

          "Person" means any individual, corporation, partnership, joint
           ------                                                       
venture, association, joint-stock company, trust, incorporated organization or
government or any agency or political subdivision thereof.

          "Post-Closing Consents" means the consents or approvals required to
           ---------------------                                             
transfer any franchise agreement, service contract, management contract or
liquor license used in or relating to the operation of an REO Property which is
a hospitality property, and its related amenities.

          "Premises" means, with respect to a Property, the buildings and
           --------                                                      
improvements on such Property.
          "Properties" means the Mortgaged Properties and the REO Properties.
           ----------                                                        
          "Purchase Price" shall be an amount equal to $277,000,941.
           --------------                                           
          "Purchaser" shall have the meaning set forth in the preamble to this
           ---------                                                          
Agreement.

          "REO Assets" means all the Seller's right, title and interest in and
           ----------                                                         
to the REO Properties and the REO Personal Property.  REO Assets do not include
rights to pursue deficiency judgments against any loan obligors from whom such
REO Properties were acquired.

          "REO Condominium Unit" means each specific unit that is in a
           --------------------                                       
Condominium Project and is REO Property.
          "REO Loan" means a mortgage loan previously held by the Seller
           --------                                                     
pursuant to which mortgaged property became REO Property.

          "REO Personal Property" means the tangible and intangible personal
           ---------------------                                            
property located on, appurtenant to or used exclusively in connection with the
management of, the REO Property on the Closing Date, if any.  The Seller makes
no representation or warranty concerning the existence of any such REO Personal
Property.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       7

          "REO Property" means (i) the real property to which title has been
           ------------                                                     
acquired by the Seller by foreclosure, deed in lieu of foreclosure or similar
means, including without limitation REO Condominium Units, which is identified
on the REO Property Schedule, together with all Mortgaged Properties to which
the Seller has taken title prior to the Closing Date, and the related Premises
and including without limitation the ground lease described in Schedule 1.01-D
                                                               ---------------
attached hereto and the Premises on the real property underlying such ground
lease.  An REO Property (with the exception of REO Condominium Units) includes
all of the Seller's ownership and rights, if any, to land lying in the bed of
any street or highway, opened or proposed, adjoining the relevant Premises to
the center line thereof, and all fixtures, attachments, appliances, equipment,
machinery and other articles, if any, attached or appurtenant to the relevant
Premises on the Cut-off Date.

          "REO Property Schedule" means the list of REO Properties subject to
           ---------------------                                             
this Agreement and identified on Schedule 1.01-E attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each REO Property as of the
Cut-off Date:

                (i) the identifying number of the related REO Property;

               (ii) the street address and unit number, if any, of the REO
                    Property including state and zip code; and

              (iii) the type of real property constituting the REO Property.

          "Repurchase Price" means, in the case of any Asset to be repurchased
           ----------------                                                   
by the Seller from the Purchaser pursuant to Article VI, Article V or Section
2.06(d) or removed from the Assets sold under this pursuant to Section 2.06, a
price equal to the sum of (w) the Allocated Price, plus (x) reasonable and
                                                   ----                   
necessary out-of-pocket expenses for unreimbursed servicing advances and
expenses made by the Purchaser after the Closing Date in respect of such Asset
and expenditures of the kind described in Section 2.09 hereof made by the
Purchaser with respect to the related Property plus (y) interest on the
                                               ----                    
Allocated Price of such Asset on a daily basis, at the Return Rate for each day
from the Closing Date to the date of repurchase under the applicable provision
of this Agreement, minus (z) all payments, rents and other income or proceeds
                   -----                                                     
received by the Purchaser with respect to the related Mortgage Loan or REO
Property of the kind described in Section 2.07 and Section 2.09, including
without limitation any prepayments, insurance proceeds, condemnation proceeds
and liquidation proceeds.

          "Return Rate" means the rate for deposits in United States dollars for
           -----------                                                          
three months, as published on the display page designated as "Telerate Page
3750" on the Dow Jones Telerate as of 5:00 p.m. Eastern Time, on the first day
of the month of any date of determination (or such other page replacing that
page on such date of determination); provided, however, that if such rate is not
                                     --------  -------                          
available from the Dow Jones Telerate service, the rate shall be determined on
the basis of the arithmetic mean (rounded upwards, if necessary, to the nearest
1/16th of 1%), of the rates at which deposits in United States dollars are
offered by the reference banks in the London Interbank Market at 5:00 p.m.
Eastern Time, on the date of determination, to prime banks in the London
Interbank Market for three months commencing on such date of determination.

          "Seller" shall have the meaning set forth in the preamble to this
           ------                                                          
Agreement.

          "Servicing Agreement" means an interim servicing agreement, if any, to
           -------------------                                                  
be dated as of the Closing Date, that the Purchaser, at its option, may enter
into with the Seller, providing for a servicing fee for performing loans of 25
basis points per annum based on the Mortgage Loan Principal Balance of Record of
each performing loan.  The other terms of such interim servicing agreement shall
be reasonably acceptable to the Purchaser and the Seller.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       8

          "Structural Defect" means a condition of the structure of the
           -----------------                                           
improvements on a Mortgaged Property or an REO Property resulting from faulty
engineering, construction, labor or materials, or from fire or other casualty
(including the Northridge Earthquake) which has a material adverse impact on the
value and use of the Property.  "Structure" for the purpose of the foregoing
definition means the foundation, exterior walls and interior bearing walls.
"Structural Defect" shall not include (a) the failure of any component of the
structure to be suitable for a use for which it was not intended when built or
installed; (b) any condition which exists by reason of normal wear and tear; (c)
any condition in the nature of deferred maintenance; (d) any condition which
exists because the structural component has outlived its useful life or
functional utility; (e) any condition which causes a material adverse impact on
the value and use of the Property solely because the structure is not in
compliance with a law, regulation, code or standard which did not apply when the
structural component was built or installed, including, without limitation, the
Americans With Disabilities Act of 1990.

          "Unapplied Funds" means funds received by Seller with respect to a
           ---------------                                                  
Mortgage Loan that have not been allocated on the books of the Seller.

                                   ARTICLE II

                         SALE AND CONVEYANCE OF ASSETS

Section 2.01  Purchase and Sale of Assets.
              --------------------------- 

          The Seller hereby agrees to sell, assign, transfer, set over and
convey to the Purchaser, and the Purchaser hereby agrees to purchase, all of the
Seller's right, title and interest in and to the Assets, without recourse to the
Seller except as expressly set forth herein, on the Closing Date.  The Mortgage
Loan Assets, other than the Participation Interests, are being sold to the
Purchaser with any obligation or right of the Seller to service the Mortgage
Loans being released and terminated as of the Closing Date, except as provided
in the Servicing Agreement.  The Purchaser hereby agrees to assume each and
every obligation of the Seller (if any) arising on or after the Closing Date and
relating to the Assets and the Participation Agreements.  On the Closing Date,
the Seller shall also deliver to the Purchaser or to a custodian designated by
the Purchaser all documents and instruments specified in Sections 2.03 and 2.04.

          Not later than July 14, 1994, the Purchaser shall deposit with the
Deposit Escrow Agent, by wire transfer in immediately available funds to the
account specified by the Deposit Escrow Agent, $5,000,000 to hold in accordance
with the terms of this Agreement and the Deposit Escrow Agreement.  On the later
of July 26, 1994 and the date that the Purchaser receives the Equity Commitment
Certification, subject to the condition that the Purchaser receives the Equity
Commitment Certification on or before August 4, 1994 or such later date as the
Seller and the Purchaser may agree, the Purchaser shall deposit an additional
$22,700,094 with the Deposit Escrow Agent, by wire transfer in immediately
available funds to the account specified by the Deposit Escrow Agent, to hold in
accordance with the terms of this Agreement and the Deposit Escrow Agreement.
The Deposit Escrow Agent shall maintain the Deposit in accordance with the terms
of the Deposit Escrow Agreement.

          On the Closing Date, the Deposit shall be released by the Deposit
Escrow Agent and paid to the Seller, and the Purchaser shall pay to the Seller
or its designee, by wire transfer in immediately available funds to the account
specified by the Seller, the Balance Purchase Price, plus or minus, as the case
may be, the Estimated Apportionment Amount.  The Seller and the Purchaser agree
that no part of the Purchase Price is allocable to any REO Personal Property.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       9

          The Closing shall take place at the offices of the Seller or its
attorneys at 9:00 AM (P.D.T.) on the Closing Date or, upon reasonable notice by
the Seller to the Purchaser, at such other time or place on the Closing Date as
may be designated by the Seller.

Section 2.02  Servicing.
              --------- 

          The servicing rights related to the Mortgage Loans shall be
transferred to the Purchaser on the Closing Date, subject to the terms of the
Servicing Agreement.  From the Cut-off Date up to and including the Closing
Date, without the consent of the Purchaser, the Seller shall continue to service
the Mortgage Loans and the REO Properties, to the extent practicable, using the
same servicing procedures applicable to the Mortgage Loans and the REO
Properties as the Seller utilized for its own account prior to the Cut-off Date,
except that between the date of this Agreement and the Closing Date the Seller
will not, without the consent of the Purchaser, modify the terms of any Mortgage
Loan or affirmatively waive any material obligation of the borrower or right of
the lender under any Mortgage Loan, conclude any foreclosure proceeding in
respect of any Mortgaged Property or take title pursuant to such proceeding, or
take title to any Mortgaged Property by accepting a deed in lieu of foreclosure,
except in each case as described on the Pending Loan Modifications Schedule.
The Purchaser acknowledges that the Seller does not have servicing rights for
the Participation Interests, and the Purchaser purchases and accepts the
Participation Interests subject to the servicing rights held by third parties.
The Purchaser shall execute and deliver the Servicing Agreement on the Closing
Date, which shall govern the servicing of the Mortgage Loans thereafter for the
term thereof.

Section 2.03  Delivery of Mortgage Loan Assets.
              -------------------------------- 

          The Seller shall, on the Closing Date, subject to any contrary
provisions in the Servicing Agreement, deliver and release to the Purchaser or
to a custodian designated by the Purchaser the documents listed below in respect
of each Mortgage Loan Asset:

                 (i) The original Mortgage Note or Participation Certificate
          endorsed, "Pay to the order of [Purchaser or Purchaser's affiliate],
          without recourse" and signed in the name of the Seller by an
          authorized officer thereof, or a lost note affidavit (which shall
          include a certification as to an attached copy of such Mortgage Note)
          or other reasonably acceptable evidence of the issuance of such
          Mortgage Note or Participation Certificate, with indemnification by
          the Seller for any material losses caused by the Seller's failure to
          deliver the original Mortgage Note or Participation Certificate.

                 (ii) The original recorded Mortgage with evidence of recording
          thereon or, if the original mortgage has not yet been returned from
          the recording office or is not in the Seller's files, a copy of the
          original Mortgage certified by the Seller to be a true copy of the
          original of the Mortgage which has either been sent for recording or
          is recorded in the appropriate recording office of the jurisdiction in
          which the Mortgaged Property is.

                  (iii) An Assignment.

                  (iv) Originals of any intervening Assignments with evidence of
          any recording thereof or, if the original thereof is not in the
          Seller's files, a copy of such Assignment certified by the Seller to
          be a true copy of the original of such Assignment in the form
          recorded, if recorded, showing an unbroken chain of ownership and
          assignment of the Mortgage Loan.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       10

                  (v) The original or a copy of the title insurance policy.

                  (vi) The original or a copy of the policy of mortgage
          insurance, if any, or evidence thereof.

                  (vii) Originals or copies certified by the Seller of all
          assumption, modification and substitution agreements, if any.

                  (viii) Copies of any Participation Agreements.

                  (ix) The other Loan Documents contained in the Investors'
          Review File, if any.
 
          In the event that, with respect to any Mortgage Loan, the Seller does
not deliver any document described in clauses (iv) through (ix) above, the
Closing shall occur and the Purchaser shall have the rights set forth in Section
6.01.  The Seller will also deliver a Pending Loan Modifications Schedule
updated to set forth the Pending Loan Modifications which have been consummated
or abandoned between the Bid Information Date and the Closing Date and the
Pending Loan Modifications which remain to be consummated as of the Closing
Date.

Section 2.04  Delivery of REO Assets.
              ---------------------- 

          The Seller shall, on the Closing Date, deliver and release to the
Purchaser or to a custodian designated by the Purchaser the following documents
and items in respect of each REO Asset:

                  (i) Grant deeds or their equivalent (special warranty deeds)
          under the law of the State where the REO Property is located (the
          "Deeds"), duly executed and acknowledged by the Seller, in proper form
          -------
          for recording, conveying to the Purchaser good and marketable fee
          simple title to the REO Properties, subject only to Permitted
          Encumbrances and such other matters to which the Purchaser is required
          or agrees to be subject pursuant to this Agreement. For convenience,
          at the Seller's option, there may be omitted from the Deeds a listing
          of all Permitted Encumbrances and such other matters, but,
          nevertheless, such Permitted Encumbrances and other matters shall be
          incorporated therein by reference to this Agreement and shall survive
          the delivery thereof.
   
                  (ii) Copies of foreclosure deeds, certificates of
          foreclosures, deeds in lieu of foreclosure and related documents by
          which the Seller acquired its ownership rights to the REO Properties
          to the extent applicable and in the possession of, or reasonably
          available to, the Seller.

                  (iii) An assignments of leases, assigning to the Purchaser all
          of the Seller's right, title and interest as landlord in and to leases
          of the REO Properties or portions thereof, if any, together with
          security deposits held by the Seller, and pursuant to which the
          Purchaser assumes all of the Seller's duties and obligations with
          respect thereto (but which does not provide for the Purchaser to have
          any personal liability where the Seller had no personal liability),
          together with such executed leases as the Seller has in its
          possession.

                  (iv) A Bill of Sale duly executed by the Seller and in proper
          form to transfer the Seller's right, title and interest in all of the
          tangible REO Personal Property for all of the REO Property, if any, to
          the Purchaser.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       11

                 (v) An Assignment of Intangible Personal Property duly executed
          by the Seller and in proper form to transfer the Seller's right, title
          and interest in all of the intangible REO Personal Property for all of
          the REO Property, if any, to the Purchaser.

                 (vi) Keys and any other access devices for each REO Property to
          the extent available and in the possession of the Seller or
          instructions as to where such keys and other access devices are
          located.

                 (vii) Assignments and assumptions of any franchise agreement,
          service contract, management contract or liquor license used in or
          relating to the operation of an REO Property which is a hospitality
          property, and its amenities, to the extent all necessary approvals and
          consents to make such assignment have been obtained. The Seller shall
          promptly assign to the Purchaser and the Purchaser shall assume any
          such franchise agreement, service contract, management contract or
          liquor license upon the receipt by the Seller of all approvals and
          consents which the Seller reasonably considers necessary to make such
          assignment.

                 (viii) An affidavit stating that the Seller is not a "foreign
          person" pursuant to Section 1445(b)(2) of the Internal Revenue Code
          (and the Purchaser agrees that upon the execution and delivery of such
          to the Purchaser, no deduction shall be made or claimed against the
          Purchase Price by reason of the requirements of Section 1445 of the
          Internal Revenue Code).

                 (ix) An affidavit stating that Seller is exempt from the
          withholding provisions of California Revenue and Taxation Code
          Sections 18805 and/or 26131.

          In the event that, with respect to any REO Property, the Seller does
not deliver any item described in clauses (ii) through (ix) above, the Closing
shall occur and, if such non-delivery is of a document described in clauses (ii)
through (vii) above, then the Purchaser shall have the rights set forth in
Section 6.01.

Section 2.05  Recordation of Assignments and Deeds; Transfer Taxes.
              ---------------------------------------------------- 

          (a) The Purchaser shall be responsible for and shall bear the expense
of recording Assignments and Deeds to the Purchaser.

          (b) The Purchaser shall promptly upon the Closing record all
Assignments and Deeds and shall pay, as and when due, any transfer taxes, deed
stamps, recording fees and other similar charges required to be paid in
connection with the purchase of the Assets contemplated by this Agreement.

          (c) The Seller shall execute and deliver to the title insurance
company selected by the Purchaser a gap indemnity in a form reasonably
acceptable to the Seller, covering a period of up to twenty (20) days following
the Closing Date, pursuant to which the Seller will indemnify such title
insurance company with respect to actions taken by the Seller after the Closing
Date that would create additional liens or encumbrances or otherwise impair the
title granted to the Purchaser at the Closing, other than the purchase money
financing of certain of the Assets agreed upon between the Purchaser and the
Seller.

          (d) The Seller and the Purchaser may mutually agree to effect the
Closing for all or a portion of the Assets through an Escrow Agent, which Escrow
Agent may, among other things, prepare, record and deliver Deeds and
Assignments, in which case Escrow Agent shall 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       12

record and deliver such documents in accordance with the terms hereof and any
supplementary escrow instructions mutually executed and delivered by the Seller
and the Purchaser. The Seller and the Purchaser shall take such actions as the
Seller may reasonably require in order to allow the selected transactions to
close through the Escrow Agent, including without limitation the depositing of
documents with the Escrow Agent. The costs and expenses of the Escrow Agent
shall be borne equally by the Seller and the Purchaser.

          Section 2.06  Risk of Loss; Insurance.
              ----------------------- 

          (a) From and after the Closing Date the Purchaser assumes all risk of
loss to the Properties and shall arrange for insurance coverage at its
discretion.

          (b) If after the Cut-off Date and prior to the Closing Date any
Property or portion thereof suffers a Material Loss, then the related Asset will
not be sold (and the related Mortgage Loan or REO Property will not be deemed a
Mortgage Loan or REO Property hereunder) and the Purchase Price will be reduced
by the corresponding Allocated Price.

          (c) If after the Cut-off Date and prior to the Closing Date any
Property or portion thereof suffers an Insured Loss, then the Purchaser shall
purchase the related Asset and the Seller shall assign to the Purchaser the
condemnation proceeds or the proceeds of the insurance covering the Insured
Loss, as applicable.

          (d) If a determination as to whether a Material Loss or an Insured
Loss has occurred with respect to a Property cannot be made prior to the Closing
Date, the Purchaser shall purchase the related Asset as if such Property had
suffered an Insured Loss, provided, however, that if a determination is made
                          --------  -------                                 
within sixty (60) days after the Closing Date that such Property suffered a
Material Loss, then the Purchaser, at its option, may require the Seller to
repurchase the related Asset at its Repurchase Price by so notifying the Seller
within ten (10) Business Days of such determination.  The Seller's obligation to
repurchase any Asset pursuant to this Section 2.06(d) shall be subject to
earlier termination under Section 6.02 hereof.

          Section 2.07  Allocation of Mortgage Loan Payments.
                        ------------------------------------ 
          (a) Subject to the Closing, funds received with respect to Mortgage
Loans shall be allocated as follows, provided that payments received from any
Mortgagor without specific instructions from the Mortgagor or express provisions
governing such payments either herein or in the Loan Documents (including as
modified by documents in connection with any Pending Loan Modifications) shall
be applied by the Seller first to unpaid Escrow Advances, second to unpaid and
accrued late charges, third to the portion of accrued and deferred earthquake
payments (as described in Schedule 2.07(a)(ii)) constituting interest, fourth to
any other accrued and unpaid interest and fifth to principal:

                 (i) With respect to funds received by the Seller prior to the
          Cut-off Date, (A) the Seller shall be entitled to (1) all interest and
          principal payments and other recoveries paid by or on behalf of any
          Mortgagor, and (2) the portion of Unapplied Funds with respect to a
          Mortgage Loan that would be applied to interest upon the application
          of such Unapplied Funds, first to the interest and then to the
          principal, to the furthest installment payments past due, and (B) the
          Purchaser shall be entitled to the portion of Unapplied Funds with
          respect to a Mortgage Loan that would be applied to principal upon the
          application of such Unapplied Funds, first to the interest and then to
          the principal, to the furthest installment payments past due.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       13

                 (ii) With respect to funds received after the Cut-off Date and
          prior to the Closing Date, (A) the Seller shall be entitled to (1) all
          interest payments, (2) the portion of Unapplied Funds with respect to
          a Mortgage Loan that would be applied to interest upon the application
          of such Unapplied Funds, first to the interest and then to the
          principal, to the furthest installment payments past due, (3) the
          interest portion of up to four months of payments due before the Cut-
          off Date that were deferred by a written agreement with the Mortgagor
          in connection with the Northridge Earthquake, as described in Schedule
                                                                        --------
          2.07(a)(ii) attached hereto, (4) payments received to reimburse funds
          -----------
          advanced by the Seller as described in Section 2.12, (5) payments made
          to pay down the principal balance of a Mortgage Loan in connection
          with a Pending Loan Modification entered into by the Seller and a
          Mortgagor prior to the Bid Information Date, provided that the amount
          of such paydown is set forth on such Pending Loan Modifications
          Schedule, and (6) payments made prior to the Closing Date constituting
          payment of late fees, and (B) the Purchaser shall be entitled to all
          principal payments and other recoveries, paid by or on behalf of any
          Mortgagor with respect to a Mortgage Loan, including without
          limitation any remaining Unapplied Funds.

                 (iii) With respect to funds received after the Closing Date,
          (A) the Purchaser shall be entitled to all interest and principal
          payments and other recoveries paid by or on behalf of any Mortgagor,
          and (B) the Seller shall be entitled to payments made to pay down the
          principal balance of a Mortgage Loan in connection with a Pending Loan
          Modification entered into by the Seller and a Mortgagor prior to the
          Bid Information Date, provided that the amount of such paydown is set
          forth on such Pending Loan Modifications Schedule. The Purchaser shall
          pay over to the Seller any amounts received by the Purchaser to which
          the Seller is entitled, within ten (10) Business Days after the
          receipt thereof.

          (b) All payments that are received prior to the Closing Date by the
Seller and that are allocated to Purchaser under Section 2.07(a) shall be either
added to the Estimated Apportionment Amount payable to the Purchaser or credited
toward the Estimated Apportionment Amount payable to the Seller, as applicable.
All such payments accepted by the Seller on or after the Closing Date shall be
held for the benefit of the Purchaser and delivered to the Purchaser promptly
after receipt thereof.  Notwithstanding the foregoing, with respect to a
foreclosure of a Mortgage Loan or an REO Loan or the taking of a deed in lieu of
foreclosure, funds received by the Seller or the Purchaser after the Cut-off
Date from any receiver or trustee or debtor-in-possession pursuant to a
bankruptcy proceeding, whether received prior to or after the Closing Date,
shall be apportioned as of the Closing Date in the manner set forth in Section
2.09; and with respect to a foreclosure or similar proceeding that results in
the reinstatement of a Mortgage Loan (whether or not such Mortgage Loan is
modified in such proceeding), funds received by the Seller or the Purchaser
after the Cut-off Date from any receiver or trustee or debtor-in-possession
pursuant to a bankruptcy proceeding, whether received prior to or after the
Closing Date, shall be allocated in the manner set forth in Section 2.07(a).
The Seller and the Purchaser agree to notify each other of the receipt of any
such payments, including without limitation payments received after the Closing
Date.

          Section 2.08  Escrow Balances.
                        --------------- 

          From and after the Closing Date, but subject to the Servicing
Agreement, the Purchaser hereby agrees to assume, undertake and discharge any
and all obligations of the Seller as may relate to Escrow Balances, including
without limitation any obligation to pay interest accruing after the Closing
Date to any Mortgagor on the Escrow Balances, if required by applicable law.
All Escrow Balances relating to the Mortgage Loans or the REO Property as of the
Closing Date shall 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       14

be transferred to the Purchaser, and the Seller shall pay
over and/or deliver such amounts to the Purchaser within ten (10) Business Days
after the Closing Date against the Purchaser's acknowledgment of receipt
thereof.  The Purchaser hereby indemnifies and holds the Seller harmless against
any and all Claims made as a result of the Purchaser's violation of applicable
law, or application of funds, with respect to and only to the extent of the
Escrow Balances transferred to the Purchaser hereunder.

          Section 2.09  Apportionments.
                        -------------- 
          (a) The following items received or paid by or on behalf of the Seller
prior to the Closing Date shall be apportioned between the Seller and the
Purchaser as of 11:59 p.m. on the day preceding the Closing Date:

                 (i) All payments, rents and other income or proceeds with
          respect to the related REO Property (including without limitation
          payments of the kind described in Section 2.07 with respect to a
          Mortgaged Property that became an REO Property prior to the Closing
          Date), on a cash basis, including without limitation, rents, month to
          month holdover charges, furniture rentals, corporate rentals and
          services, and laundry equipment rentals.

                 (ii) Real property taxes and assessments, and amounts prepaid
          or payable for any hazard insurance policy or other insurance policy
          being transferred to the Purchaser.

                 (iii) Utility charges, including water, sewer, electricity and
          gas, and maintenance charges, if any, for sewers. In conjunction with
          such apportionments, the Purchaser and the Seller shall notify, or
          cause to be notified, all utilities servicing the REO Properties of
          the change in ownership and direct that all future billings be made to
          the Purchaser at the address of the REO Property with no interruption
          of service and the Seller shall secure the release of any such utility
          deposits, provided that the Purchaser shall cooperate in the same
          without expense to the Purchaser. The Seller shall use its best
          efforts to procure final meter readings for all utilities as of the
          Closing Date and to have such bills rendered directly to the Seller.
          To the extent that tenants are responsible for and receive all such
          statements, no such notifications shall be required.

                 (iv) Fees and charges under any management, service, supply,
          security, maintenance or other similar contracts, and common charges
          and Condominium Association dues and charges adversely affecting any
          Condominium Unit or REO Condominium Unit that give rise to a lien
          thereon prior in right to that of the Seller.

                 (v) Cash amounts maintained in operating accounts on behalf of
          any REO Property which is a hospitality property shall be deemed to be
          expenses prepaid by the Seller on behalf of the Purchaser for expenses
          to be incurred after the Closing Date, provided that such amounts
          shall be only that which is reasonably necessary to continue the day-
          to-day operations of such hospitality property and its related
          amenities and such amounts shall be transferred to the account of the
          Purchaser.

                 (vi) Other operating expenses for the REO Properties, including
          without limitation prepaid expenses and accounts payable with respect
          to such expenses.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       15

                 (vii) Cash amounts maintained in accounts with property
          managers of the REO Properties shall be deemed to be expenses prepaid
          by the Seller on behalf of the Purchaser for expenses to be incurred
          after the Closing Date, provided that pursuant to the Servicing
          Agreement, the property manager will be instructed to mark its records
          to show the ownership of such funds has been transferred to the
          account of the Purchaser.

          (b) The actual net amount of the apportionments described in Section
2.09(a) shall be the "Apportionment Amount."  For purposes of the Closing Date
                      --------------------                                    
the Seller shall calculate an estimate of the Apportionment Amount (the
"Estimated Apportionment Amount"), on the basis of the actual amounts of any
- - -------------------------------                                             
items apportioned if known by the Seller as of the Closing Date, or the Seller's
good faith estimation of such amounts, if not so known.  The Estimated
Apportionment Amount shall be adjusted in accordance with the provisions of
Sections 2.07, 2.12 and 2.13.  The Seller or the Purchaser, as applicable, shall
pay to the other party the Estimated Apportionment Amount in accordance with
Section 2.01.  The Seller shall deliver a reconciliation report to the Purchaser
within sixty (60) days after the Closing Date which shall set forth the actual
deviations from any such good faith estimations and the overall deviation
between the Apportionment Amount and the Estimated Apportionment Amount (the
"Deviation Amount").  The party which received the benefit of the Deviation
- - -----------------                                                          
Amount shall pay such amount to the other party hereto by wire transfer of
immediately available funds to the account specified by the Seller or the
Purchaser, as the case may be, within ten (10) Business Days after the Seller
delivers such reconciliation report to the Purchaser, or if no account is
specified before two Business Days prior to such date, by bank certified check
payable in next day funds.

          Section 2.10  Payment of Expenses.
              ------------------- 

          After the date of this Agreement, the Seller shall continue to pay any
expenses of the kind described in Section 2.09 which become due and payable in
the ordinary course of business and include such expenses in the apportionment
under Section 2.09.  The Seller shall not pay any such expenses becoming due and
payable on or after the Closing Date.

          Section 2.11  Legal Proceedings.
              ----------------- 
          (a) With respect to any Mortgage Loan or REO Property that is, as of
the Closing Date, the subject of litigation or other legal proceeding
(including, without limitation, a bankruptcy, eviction, foreclosure or
receivership proceeding), the Purchaser agrees that it shall, at its own cost,
within thirty (30) days after the Closing Date, (i) notify the Mortgagor
thereunder, the Clerk of the Court, all parties who have appeared, all counsel
of record and any other Person required by law to be notified, in each such
proceeding, of the transfer of the Mortgage Loan or REO Property, as the case
may be, from the Seller to the Purchaser, (ii) file pleadings to relieve the
Seller's counsel of record from further responsibility in such litigation or
other legal proceeding (unless said counsel has agreed, with the Seller's
written consent, to represent the Purchaser in said proceedings at the
Purchaser's expense), and (iii) remove the Seller as a party in such action and
substitute the Purchaser as the real party-in-interest, and change the caption
thereof accordingly.  In connection therewith, after the Closing Date, the
Purchaser shall have the sole responsibility to obtain all documents pertaining
to the Mortgage Loan or REO Property, as the case may be, then in the possession
of any such counsel and to determine the appropriate direction and strategy for
such litigation or other legal proceeding.  The Seller agrees to cooperate and
use reasonable efforts to assist the Purchaser in obtaining the release of such
documents to the Purchaser.  The Purchaser acknowledges that its failure to
comply with the provisions of this Section 2.11 may affect the Purchaser's
rights in any such litigation or other legal proceeding (and may result, without
limitation, in dismissal with prejudice or the running of any statute of
limitations).  If the Purchaser fails to comply with the above requirements (i)
through (iii), the Seller may, but is not obligated to, 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       16

take such actions as it deems necessary to effectuate the provisions of this
Section 2.11. Notwithstanding the foregoing, this Section 2.11 shall not apply
to any litigation in which the Seller is named as a party defendant.

          (b) Any costs and legal fees incurred by the Seller in connection with
such litigation or other legal proceeding from and after the Cut-off Date,
including without limitation any fees and costs incurred by the Seller in
connection with the Purchaser's failure to comply with the above requirements,
shall be reimbursed by the Purchaser and the Purchaser hereby indemnifies the
Seller therefor.  If, after the Closing Date, either party receives an invoice
for any legal fees and costs incurred in connection with such litigation or
other legal proceeding that are payable by the other party, then the party
receiving such invoice shall promptly forward such invoice to the other party
and such other party shall pay directly or, in the event the party receiving
such invoice has paid the amounts due thereon, reimburse the party receiving the
invoice promptly, but not later than ten (10) Business Days following receipt of
such invoice.

          (c) If the Purchaser shall receive any pleadings relating to any
Mortgage Loan or REO Property that name the Seller as a party, then immediately
following receipt of any such pleadings the Purchaser shall endeavor to notify
the Seller thereof and promptly deliver copies of such pleadings to the Seller
and otherwise comply with the provisions of this Section 2.11, provided that the
Purchaser shall have no liability for failure to so notify the Seller or provide
such documents to the Seller.

          Section 2.12  Unreimbursed Advances.
                        --------------------- 

          Amounts paid by the Seller either pursuant to an agreement with a
Mortgagor or as part of the administration and servicing of a Mortgage Loan from
the Seller's own funds in payment of real estate taxes, insurance premiums,
ground lease rents or other similar costs attributable to the Mortgaged
Property, including without limitation Escrow Advances, which are an obligation
of the Mortgagor but have not been paid by the Mortgagor prior to the Closing
Date shall be either added to the Estimated Apportionment Amount payable to the
Seller or credited toward the Estimated Apportionment Amount payable to the
Purchaser, as applicable.  The right to receive repayment from the Mortgagor of
such amounts after the Closing Date shall be transferred to the Purchaser.

          Section 2.13  Pending Loan Modifications.
                        -------------------------- 
          (a) The Purchaser acknowledges and agrees that, after the Cut-off Date
and prior to the Closing Date, the Seller may continue to negotiate or
consummate Pending Loan Modifications and, until the Bid Information Date, may
enter into negotiations with Mortgagors that may result in Pending Loan
Modifications, consistent with past practice, provided, however, that the Seller
                                              --------  -------                 
shall not, on or after the Bid Information Date, enter into any loan
modification other than a modification shown on the Pending Loan Modification
Schedule as of the Bid Information Date without the consent of the Purchaser.
The modification documents used to consummate any Pending Loan Modification
shall substantially conform with the description set forth in the Pending Loan
Modification Schedule.  The Seller makes no representation or warranty as to
whether any or all of the Pending Loan Modifications will be consummated.

          (b) There shall be added to the Estimated Apportionment Amount payable
to the Seller or credited toward the Estimated Apportionment Amount payable to
the Purchaser, as applicable, the amount of funds advanced to Mortgagors
pursuant to Pending Loan Modifications that have been consummated prior to the
Closing Date as reflected on the Pending Loan Modifications Schedule updated to
the Closing Date.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       17

          (c) As of the Closing Date, the Purchaser shall assume the rights and
obligations of the Seller with respect to ongoing negotiations with Mortgagors
and the consummation of Pending Loan Modifications and the advancement of any
funds required thereunder.

          Section 2.14  Delinquent Real Estate Taxes and Assessments.
                        -------------------------------------------- 

          The Purchaser shall be responsible for the payment of all delinquent
real estate taxes and assessments existing as of the Closing Date with respect
to any Mortgaged Property, and any penalties and interest thereon, provided,
                                                                   -------- 
however, that the Seller shall reimburse the Purchaser for any and all such
- - -------                                                                    
payments made by the Purchaser after the Purchaser has paid in the aggregate
$1,036,000 for such payments, promptly upon receipt from the Purchaser of a
statement therefor.

          Section 2.15  Continuing Cooperation; Subsequent Documentation.
                        ------------------------------------------------ 

          At any time, and from time to time after the Closing Date, upon the
reasonable request of either party hereto, and at the expense of such party, the
other party shall do, execute, acknowledge and deliver, and shall cause to be
done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required
in order to accomplish any provision herein, including without limitation the
assignment of any financing statements, guarantees and the like.  In addition,
in the event that the Seller determines subsequent to the Closing Date that it
needs access to any documents relating to a Mortgage Loan or REO Property for
accounting, tax, litigation or other purposes, the Purchaser shall promptly
provide copies of such documents to the Seller, to the extent in the Purchaser's
possession, and at the Seller's expense.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

          Section 3.01  General Representations and Warranties of the Seller.
                        ---------------------------------------------------- 

          The Seller represents and warrants to the Purchaser that as of the
date hereof and as of the Closing Date:

                 (i) Due Organization. The Seller is a federal savings bank,
                     ----------------
          duly chartered, validly existing and in good standing under the
          federal laws of the United States.

                 (ii) Authorization; Binding Obligation. The Seller has the
          corporate power and authority to hold each Asset, to sell each Asset,
          to execute, deliver and perform this Agreement, and to enter into and
          consummate all transactions contemplated by this Agreement. The Seller
          has duly authorized the execution, delivery and performance of this
          Agreement and has duly executed and delivered this Agreement, and this
          Agreement, assuming due authorization, execution and delivery by the
          Purchaser, constitutes a legal, valid and binding obligation of the
          Seller, enforceable against it in accordance with its terms, subject
          to bankruptcy, insolvency, reorganization, moratorium and other
          similar laws affecting creditors' rights generally (including laws and
          regulations affecting the rights of creditors of federal savings
          banks) and to general principles of equity (regardless of whether such
          enforcement is considered in a proceeding in equity or at law).

                 (iii) No Conflict. The consummation of the transactions
                       -----------
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms,

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       18

          conditions or provisions of the Seller's charter or by-laws or any
          material agreement or instrument to which the Seller is now a party,
          or constitute a default or result in an acceleration under any of the
          foregoing, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which the Seller or its property is
          subject, which conflict, breach, default, acceleration or violation
          would have a material adverse effect on the ability of the Seller to
          perform its obligations under this Agreement.

                 (iv) No Litigation. Except for unlawful detainer actions and
                      -------------
          actions under the United States Bankruptcy Code against a tenant of a
          Property or involving a Mortgagor and receivership proceedings with
          respect to a Mortgaged Property, and except as set forth in Schedule
                                                                      --------
          3.01(iv) hereto, there is no action, suit proceeding or investigation
          --------
          pending or, to the Seller's knowledge, threatened against the Seller
          or relating to any Asset, which challenges, relates to, or adversely
          affects the right, title or interest of the Seller in or to such Asset
          or, if determined adversely to the Seller, would prevent the
          consummation of the sale of such Asset to the Purchaser as
          contemplated hereby.

                 (v) No Consent Required. No consent, approval, authorization or
                     -------------------
          order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Seller or for the
          performance by the Seller of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.

                 (vi) Foreign Person. The Seller is not a foreign person within
                      --------------
          the meaning of Section 1445(f) of the Internal Revenue Code, and the
          Seller agrees to execute any and all documents necessary or required
          by the Internal Revenue Service in connection with such declaration.

          Section 3.02  Representations and Warranties as to the Mortgage Loans.
                        ------------------------------------------------------- 
          The Seller hereby represents and warrants to the Purchaser that, as of
the Closing Date:

                 (i) True Information. The information set forth on the Mortgage
                     ----------------
          Loan Schedule is true and correct in all material respects, except to
          the extent that any Mortgaged Properties have become REO Properties
          prior to the Closing Date and the related Mortgage Loan appears on the
          Mortgage Loan Schedule.

                 (ii) Ownership. The Seller has good title to, and is the sole
                      ---------
          owner of, each Mortgage Loan Asset, free and clear, except as set
          forth on the Mortgage Loan Schedule, of any other ownership interest
          or participation interest in favor of any other Person and free and
          clear of any lien, charge or encumbrance.

                 (iii) Full Disbursement. Each Mortgage Loan has closed and the
                       -----------------
          proceeds of each Mortgage Loan have been fully disbursed and there is
          no requirement for future advances to the Mortgagor thereunder except
          as described in the Pending Loan Modification Schedule. For purposes
          hereof, capitalization of interest pursuant to a negative amortization
          provision shall not be deemed to be an "advance" to the Mortgagor, and
          any Escrow Balances shall be deemed fully disbursed.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       19

                 (iv) First Lien. In the case of each Mortgage Loan, the related
                      ----------
          Mortgage has been properly recorded and is a valid first lien on the
          related Mortgaged Property, including all improvements on such
          Mortgaged Property, securing the amounts owed on the related Mortgage
          Note, subject only to Permitted Encumbrances and delinquent real
          estate taxes and assessments (except for the Mortgage Loans described
          in Schedule 3.02(iv) attached hereto, each of which is junior only to
             -----------------
          a first lien mortgage described in such schedule, Permitted
          Encumbrances and delinquent real estate taxes and assessments). The
          Seller makes no representation or warranty with reference to the
          perfection or priority, under the Uniform Commercial Code, of any
          security interest in personal property.

                 (v) No Modification. The terms of the Mortgage Notes or the
                     --------------- 
          Mortgages have not been altered, modified or waived by Seller in any
          respect, except by a written instrument contained in the Loan
          Documents in the Investors' Review Files (and recorded in the case of
          a Mortgage, if necessary, in order to maintain the first priority lien
          thereof) or as set forth in the Pending Loan Modification Schedules or
          Schedule 2.07(a)(ii).

                 (vi) Title Insurance. Each Mortgage Loan is covered by an ALTA
                      ---------------
          lender's title insurance policy, or other form of title insurance
          policy generally acceptable to prudent institutional lenders, issued
          by a title insurer qualified to do business in the jurisdiction where
          the Mortgaged Property is located, insuring, subject only to
          exceptions described in such policy, the Seller, its successors and
          assigns as to the first priority lien of the Mortgage in the original
          principal amount of the Mortgage Loan. The title insurance policy is
          in full force and effect and will be in full force and effect on the
          Closing Date and will inure to the benefit of the Purchaser without
          any further act. To the best of the Seller's knowledge, no claims have
          been made under any such title insurance policy.

                 (vii) Hazard Insurance. Each Mortgage securing a Mortgage Loan
                       ----------------
          requires the Mortgagor thereunder to maintain a fire and other hazard
          insurance policy covering such losses as are covered under a standard
          extended coverage endorsement with mortgagee rights and protections
          customary for mortgage lending practices in the locality in which the
          Mortgaged Property is located, and, to the extent required as of the
          date of origination of such Mortgage by the Seller consistent with its
          normal mortgage lending practice, against other risks insured against
          by persons operating like properties in the locality of the Mortgaged
          Property.

                 (viii) No Release. No Mortgage Note or Mortgage has been
                        ----------
          satisfied, canceled, subordinated to another mortgage or rescinded, in
          whole or in part, and no Mortgaged Property has been released from the
          lien of the related Mortgage, in whole or in part, except to the
          extent that any related Mortgaged Properties have become REO
          Properties prior to the Closing Date.

                 (ix) Compliance with Laws. With respect to each Mortgage Loan,
                      --------------------
          there is no material violation by the Seller of any law pertaining to
          usury, truth-in-lending, consumer credit protection, equal credit
          opportunity or any similar law applicable to the origination of such
          Mortgage Loan at the time it was made, which violation would give rise
          to a valid defense on the part of the Mortgagor that would prevent the
          Purchaser from foreclosing upon the property mortgaged or pledged as
          collateral for such Mortgage Loan.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       20

                 (x) No Defenses. Except as described in Schedule 3.01(iv)
                     -----------                         -----------------
          hereto, no Mortgage Loan is subject to any valid right of rescission,
          set-off, abatement or diminution, or any valid counterclaim or defense
          that would prevent the Purchaser from foreclosing upon the property
          mortgaged or pledged as collateral for such Mortgage Loan.

                 (xi) Enforceability. Each Mortgage Note and Mortgage is genuine
                      --------------
          and constitutes the legal, valid and binding obligation of the obligor
          thereunder, subject to bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally and to general principles of equity (regardless of whether
          such enforcement is considered in a proceeding in equity or at law),
          and each contains provisions customary among prudent institutional
          mortgage lenders so as to render the rights and remedies of the
          secured lender thereunder adequate for the realization of the material
          benefits of the security provided thereby.

                 (xii) Participation Agreements. The Seller has complied with
                       ------------------------
          all of its material obligations under the Participation Agreements and
          no consent of the holder of any Mortgage Loan is required to be
          obtained to permit the Seller to sell any Participation Interest
          except any such consent which has been obtained.

                 (xiii) No Cross-Collateralization. No Mortgage Loan is secured
                        --------------------------
          by any real estate collateral except the lien of the related Mortgage,
          an assignment of the related leases, and any related security
          agreement; no Mortgaged Property or REO Property secures any other
          mortgage loan not included in the pool of Mortgage Loans sold under
          this Agreement; nor is any Mortgage Loan cross-defaulted with any
          other mortgage loan nor is any Mortgage Loan secured by the mortgaged
          property which secures another mortgage loan; except that there may be
          additional security, cross-collateralization or cross-defaulting if
          all the cross-collateralized and cross-defaulted Mortgage Loans are
          included in the pool of Mortgage Loans sold under this Agreement and
          Mortgaged Properties may secure other Mortgage Loans, if the Mortgage
          Loans are all included in the pool of Mortgage Loans sold under this
          Agreement.

                 (xiv) Investors' Review File. To the best of the Seller's
                       ----------------------
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related Mortgage Loan. The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons. The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File. The Purchaser acknowledges that the Investors'
          Review File may not include all opinions of value in the Seller's
          possession, if any.

                 (xv) Condemnation. To the best of the Seller's knowledge, there
                      ------------
          is no proceeding pending or threatened for the total or partial
          condemnation of any Mortgaged Property so as to affect adversely the
          value of the Mortgaged Property as security for the Mortgage Loan or
          the use for which the Premises were intended.

                 (xvi) Originator. Except as described in Schedule 3.02(xvi)
                       ----------                         ------------------
          hereto or the Investors' Review Files, each Mortgage Loan was
          originated by the Seller, a subsidiary of the Seller, or a savings and
          loan association, a savings bank, a commercial bank or similar banking
          institution which is supervised and examined by a federal or state
          banking authority.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       21

                 (xvii) No Fraud. There was no fraud on the part of the Seller
                        --------
          with respect to the origination of any Mortgage Loan originated by the
          Seller.

          Section 3.03  Representations and Warranties as to the REO Properties.
                        ------------------------------------------------------- 
          The Seller hereby represents and warrants to the Purchaser that as of
the Closing Date:

                 (i) True Information. The information set forth on the REO
                     ----------------
          Property Schedule is true and correct in all material respects, except
          to the extent that any Mortgaged Properties have become REO Properties
          prior to the Closing Date and such REO Property does not appear on the
          REO Property Schedule (and the related Mortgage Loan appears on the
          Mortgage Loan Schedule).

                 (ii) Ownership and Title. With respect to each REO Property,
                      -------------------
          the Seller has good title thereto and is the sole owner thereof, free
          and clear of any other ownership interest or participation interest in
          favor of any other Person, subject only to Permitted Encumbrances,
          except for the ground lease described in Schedule 1.01-D with respect
          to which the Seller has a valid leasehold interest.

                 (iii) No Delinquencies. There are no delinquent taxes, ground
                       ----------------
          rents, water charges, sewer rents, assessments or other similar
          delinquent charges adversely affecting any REO Property that gives
          rise to a lien thereon.

                 (iv) Condemnation. To the best of the Seller's knowledge, there
                      ------------
          is no proceeding pending or threatened for the total or partial
          condemnation of any REO Property so as to adversely affect the value
          of the REO Property or the use for which the Premises were intended.

                 (v) Investors' Review File. To the best of the Seller's
                     ----------------------
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related REO Property. The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons. The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File. The Purchaser acknowledges that the Investors'
          Review File may not include all opinions of value in the Seller's
          possession, if any.

                                   ARTICLE IV

                        REPRESENTATIONS, WARRANTIES AND
                           COVENANTS OF THE PURCHASER
        
          Section 4.01  Representations and Warranties of the Purchaser
                        -----------------------------------------------
          The Purchaser represents and warrants to the Seller that as of the
date hereof and as of the Closing Date:

                 (i) Due Organization. The Purchaser has been duly organized and
                     ----------------
          is validly existing and in good standing as a corporation under the
          laws of the State of Delaware.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       22

                 (ii) Authorization; Binding Obligation. The Purchaser has the
                      ---------------------------------
          corporate power and authority to execute, deliver and perform this
          Agreement and to enter into and consummate all the transactions
          contemplated by this Agreement. The Purchaser has duly authorized the
          execution, delivery and performance of this Agreement and has duly
          executed and delivered this Agreement, and this Agreement, assuming
          due authorization, execution and delivery by the Seller, constitutes a
          legal, valid and binding obligation of the Purchaser, enforceable
          against it in accordance with its terms, subject to bankruptcy,
          insolvency, reorganization, moratorium and other similar laws
          affecting creditors' rights generally and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding in equity or at law).

                 (iii) No Conflict. The consummation of the transactions
                       -----------
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the
          Purchaser's charter or by-laws or any material agreement or instrument
          to which the Purchaser is now a party, or constitute a default or
          result in an acceleration under any of the foregoing, or result in
          violation of any law, rule, regulation, order, judgment or decree to
          which the Purchaser or its property is subject, which conflict,
          breach, default, acceleration or violation would have a material
          adverse effect on the ability of the Purchaser to perform its
          obligations under this Agreement.

                 (iv) No Litigation. There is no action, suit proceeding or
                      -------------
          investigation pending or, to the Purchaser's knowledge, threatened
          against the Purchaser, which, if determined adversely to the
          Purchaser, would prevent the consummation of the purchase of the
          Assets by the Purchaser as contemplated hereby.

                 (v) No Consent Required. No consent, approval, authorization or
                     -------------------
          order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Purchaser or for the
          performance by the Purchaser of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents. The Purchaser acknowledges and agrees that the Seller makes
          no representations or warranties, and there can be no assurances, as
          to whether or not the Post-Closing Consents will be obtained or as to
          the time and expense required to obtain such Post-Closing Consents.
          The Seller shall cooperate with the Purchaser and make every
          reasonable effort to obtain the Post-Closing Consents, provided,
                                                                 ---------
          however, that the costs of obtaining the Post-Closing Consents and the
          --------
          risk of any failure to obtain the Post-Closing Consents shall be borne
          by the Purchaser.

                 (vi) Decision to Purchase. The Purchaser is a sophisticated
                      --------------------
          investor and its bid and decision to purchase the Assets are based
          upon its own independent expert evaluations of the Due Diligence
          Materials and other materials deemed relevant by the Purchaser and its
          agents. The Purchaser has had an opportunity to examine the Properties
          and hereby accepts the physical condition and state of repair thereof.
          The Purchaser hereby expressly acknowledges that it is fully aware of
          the physical condition and state of repair of the Properties and has
          inspected the Properties to the extent it has deemed necessary and
          agrees to purchase the Assets taking into account the related
          Properties in their "as is" condition "with all faults" as of the
          Closing Date (including, with respect to Condominium Units and REO
          Condominium Units, the "as is" condition "with all faults" of the
          related Condominium Project), except to the extent that the Seller has
          expressly made a

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       23

          representation or warranty in this Agreement. The Purchaser is
          entering into this Agreement based solely upon such evaluations and
          inspections, and has not relied upon any oral or written information
          or any representations or warranties whatsoever from the Seller or any
          of its respective employees, affiliates, agents or representatives,
          other than the representations and warranties of the Seller expressly
          contained herein. WITHOUT LIMITATION OF THE FOREGOING, THE PURCHASER
          ACKNOWLEDGES THAT THE SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES
          EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT, AS TO THE MORTGAGORS,
          THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE VALUE,
          MARKETABILITY, CONDITION OR FUTURE PERFORMANCE THEREOF, THE EXISTENCE
          OF ANY LEASES OR THE STATUS OF ANY TENANCIES OR OCCUPANCIES WITH
          RESPECT THERETO, THE APPLICABILITY OF ANY RENT CONTROL OR RENT
          STABILIZATION LAWS, OR THE COMPLIANCE OR LACK OF COMPLIANCE THEREOF
          WITH ANY LAWS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL AND LAND USE
          OR OCCUPANCY LAWS) OR OTHERWISE, AND THAT NO EMPLOYEE OR
          REPRESENTATIVE OF THE SELLER HAS BEEN AUTHORIZED TO MAKE ANY
          STATEMENTS OR REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY
          CONTAINED IN THIS AGREEMENT.

                 (vii) Due Diligence. The Purchaser has been urged, invited and
                       -------------
          directed to conduct such due diligence review and analysis of the
          Investors' Review Files and related information, together with such
          records as are generally available to the public from local, county,
          state and federal authorities, record-keeping offices and courts, as
          the Purchaser deemed necessary, proper or appropriate in order to make
          a complete informed decision with respect to the purchase and
          acquisition of the Assets. The Purchaser acknowledges that it has had
          the opportunity to conduct legal, environmental, on-site and other
          appropriate due diligence as to each Asset. The Purchaser acknowledges
          that certain of the Properties were in the geographical area affected
          by the Northridge Earthquake, and that certain Mortgagors have
          received loans to repair damage caused by the Northridge Earthquake,
          some of which loans are unsecured, or secured by liens subordinate to
          the related Mortgage, and that such unsecured or subordinate loans are
          not being transferred to the Purchaser. The Purchaser represents that
          it has conducted its due diligence with full consideration of the
          foregoing.

                 (viii) Economic Risk. The Purchaser acknowledges that the
                        -------------
          Assets may have limited or no liquidity and the Purchaser has the
          financial wherewithal to own the Assets for an indefinite period of
          time and to bear the economic risk of an outright purchase of the
          Mortgage Loans and a total loss of the Purchase Price for the Assets.

                 (ix) Nondisclosure. The Purchaser is in full compliance with
                      -------------
          its obligations under the terms of any confidentiality agreement
          executed by the Purchaser to review the information made available by
          Seller to all potential buyers of the Assets, and the Purchaser
          acknowledges that any such agreement is not superseded or abrogated by
          this Agreement, including without limitation as to (a) any liability
          incurred by the Purchaser for any non-compliance prior to the date of
          this Agreement or (b) any Assets reviewed by the Purchaser but not
          acquired by the Purchaser.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       24

                 (x) Assistance of Third Parties. The Purchaser hereby agrees
                     ---------------------------
          and acknowledges that the Seller shall have no responsibility or
          liability to the Purchaser arising out of or related to any third
          parties' failure to assist or cooperate with the Purchaser except with
          respect to the Seller's own employees. In addition, the Purchaser is
          not relying upon the continued actions or efforts of the Seller
          (except as specifically set forth herein) or any third party in
          connection with its decision to purchase the Assets. The risks
          attendant to the potential failure or refusal of third parties to
          assist or cooperate with the Purchaser and/or the Seller in the
          effective transfer and assignment of the Assets, and/or related
          Properties shall be borne by the Purchaser.

                 (xi) Enforcement/Legal Actions. The Purchaser shall not
                      -------------------------
          institute any enforcement or legal action or proceeding in the name of
          the Seller. The Purchaser shall not, except where circumstances
          reasonably require revealing the purchase of the Assets from the
          Seller, make reference to the Seller in any correspondence to or
          discussion with any particular Mortgagor regarding enforcement or
          collection of the Assets or sale, rental or other disposition of any
          of the Properties. The Purchaser shall not misrepresent, mislead,
          deceive, or otherwise fail to adequately disclose to any particular
          obligor or guarantor the identity of the Purchaser, the owner of the
          Assets and possession of the Loan Documents. Except as specified
          above, the Purchaser shall not use the Seller's name, or any name
          derived therefrom or confusingly similar therewith in connection with
          the Purchaser's enforcement, collection, or management of the Assets.
          The Purchaser agrees and acknowledges that there may be no adequate
          remedy at law for a violation of the terms of this subsection, and the
          Seller shall have the right to seek the entry of an order by a court
          of competent jurisdiction enjoining any violation hereof.

                 (xii) Indemnification of Mortgage Trustee. Purchaser shall
                       ------------------------------------
          indemnify, defend and hold Gateway Mortgage Company, a subsidiary of
          the Seller ("Gateway"), and its officers, directors, employees,
          agents, affiliates, successors and assigns (each a "Gateway
          Representative") harmless from and against any and all Claims based
          upon, arising from or relating to Gateway's or any Gateway
          Representative's acts or omissions as trustee of any Mortgage from the
          Closing Date until the date on which Gateway no longer serves as the
          trustee of such Mortgage; provided that such obligation to indemnify,
          defend and hold harmless shall apply only to Claims asserted against
          the Purchaser and Gateway or any Gateway Representative concurrently
          by the party making the Claim and shall not apply to the gross
          negligence or willful misconduct of Gateway or a Gateway
          Representative. Gateway or the Gateway Representative shall promptly
          notify the Purchaser of any such Claim and the Purchaser shall have
          the right to assume the defense with respect thereto and control the
          defense thereof with counsel of the Purchaser's reasonable choice. If
          the Purchaser elects not to assume such defense, Gateway or the
          Gateway Representative shall assume the defense of such Claim, and the
          Purchaser shall reimburse Gateway or the Gateway Representative for
          its reasonable out-of-pocket legal fees and expenses and costs of
          investigation with respect to such Claim as the same are incurred. In
          no event shall Gateway or the Gateway Representative consent to the
          settlement of any Claim with a third party without the prior written
          consent of the Purchaser. It is the intent of the Seller and the
          Purchaser that the obligations of the Purchaser under this subsection
          shall survive the Closing and the transfer of servicing of the
          Mortgage Loans, and that Gateway be a third party beneficiary to the
          provisions of this subsection.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       25

                                   ARTICLE V

                    SPECIAL REPRESENTATIONS, WARRANTIES AND
                  COVENANTS CONCERNING STRUCTURAL DEFECTS AND
                        ENVIRONMENTAL HAZARDS; REMEDIES

          Section 5.01  Structural Defects.
                        ------------------ 

          The Seller represents and warrants to the Purchaser as of the Closing
Date that, subject to the limitations contained in the definitions applicable to
this Section, all of the Structural Defects, if any, in any Property which are
not disclosed in the Investors' Review File for the related Mortgage Loan or REO
Property, or otherwise disclosed in writing to the Purchaser on or before the
Bid Information Date, would not, in the aggregate for such Property, require for
their restoration or repair, an amount in excess of the Cure Threshold for such
Property.

          Section 5.02  Environmental Hazards.
                        --------------------- 

          The Seller represents and warrants to the Purchaser as of the Closing
Date that, subject to the limitations contained in the definitions applicable to
this Section and in the following sentence, there is no Environmental Hazard in,
on or under any Property which would require for its remediation an amount in
excess of the Cure Threshold for such Property.  No representation or warranty
is made with respect to any Property as to which:

                 (i) the Seller has provided the Purchaser an executive summary
          of a Phase II Environmental Assessment by delivering to the Investors'
          Review Files such executive summary on or before the Bid Information
          Date and the Seller has provided the Purchaser a complete Phase II
          Environmental Assessment consistent with such executive summary on or
          before the Closing Date; or

                 (ii) the Seller has provided the Purchaser a Phase I
          Environmental Assessment on or before the Bid Information Date, which
          does not recommend that a Phase II assessment be made of the Property.

          Section 5.03  Certificate of Structural Defect.
                        -------------------------------- 

          If the Purchaser believes that the Seller is in breach of the
representation and warranty given in Section 5.01 because there is an
undisclosed Structural Defect, the Purchaser shall deliver to the Seller a
notice and certificate of structural defect ("Notice of Defect").  A Notice of
                                              ----------------                
Defect shall (i) identify the Mortgaged Property or REO Property which the
Purchaser contends has a Structural Defect, (ii) describe the claimed Structural
Defect in detail, (iii) include a report from a licensed structural engineer
describing the claimed Structural Defect, (iv) include such licensed structural
engineer's (A)  estimate of the cost to cure such Structural Defect and the
repairs to be made, listing materials and component items (the "Cure Estimate"),
                                                                -------------   
or (B) statement that the Structural Defect cannot be cured, and (v) be
accompanied by reports, correspondence, photographs and any other materials used
by the Purchaser and such licensed structural engineer to determine that a
Structural Defect exists and to prepare the Cure Estimate. The Notice of Defect
shall be signed by an officer of the Purchaser.

          Section 5.04  Certificate of Environmental Hazard.
                        ----------------------------------- 

          If the Purchaser believes that the Seller is in breach of the
representation and warranty given in Section 5.02, the Purchaser may deliver to
the Seller a notice and certificate of environmental hazard ("Notice of
                                                              ---------
Hazard").  A Notice of Hazard shall (i) identify the Mortgaged 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       26

Property or REO Property which the Purchaser contends has an Environmental
Hazard, (ii) describe the claimed Environmental Hazard in detail, (iii) include
a report from a Registered Professional Engineer or a Registered Engineering
Geologist with substantial expertise in environmental matters (an "Environmental
                                                                  --------------
Engineer") describing the claimed Environmental Hazard, (iv) include such
- - ---------
Environmental Engineer's (A) estimate of the cost to cure such Environmental
Hazard and the repairs to be made, listing materials and component items (the
"Cure Estimate"), or (B) statement that the Environmental Hazard cannot be
- - ---------------
cured, and (v) be accompanied by reports, correspondence, photographs and any
other materials used by the Purchaser and such Environmental Engineer to
determine that a Environmental Hazard exists and to prepare the Cure Estimate.
The Notice of Hazard shall be signed by an officer of the Purchaser.

          Section 5.05  Limitations.
                        ----------- 
          (a) The representations and warranties in Section 5.01 and Section
5.02 shall terminate and be of no further effect on the earlier of (i) the
sixtieth calendar day following the Closing Date, and (ii) the acquisition of
title to the related Mortgaged Property pursuant to foreclosure or other
proceedings or the acceptance of a deed in lieu of foreclosure by the Purchaser,
and no Notice of Defect or Notice of Hazard given by the Purchaser to the Seller
after the close of business on that date shall have any force or effect, unless
that time has been extended as provided in Section 5.05(b).

          (b) Only one Notice of Defect and one Notice of Hazard may be given
for any Mortgaged Property or REO Property.  If, after diligent and good faith
efforts (including without limitation, requesting the assistance of the Seller)
to gain access to a Mortgaged Property or an REO Property in order to obtain the
report or assessment described in Section 5.01 or 5.02, the Purchaser is unable
to gain such access prior to the forty-fifth calendar day following the Closing
Date, the date referred to in Section 5.05(a)(i) shall be extended for one day
for each day of delay in gaining such access up to a maximum of thirty (30)
additional days.

          Section 5.06  Seller's Options.
                        ---------------- 

          Upon receipt of a Notice of Defect or Notice of Hazard, given on or
prior to the sixtieth calendar day following the Closing Date (or such extended
date as is provided for in Section 5.05(b)), the Seller shall have the following
options as to the Mortgage Loan or REO Property to which it relates, to be
exercised within sixty (60) days after the Notice of Defect or Notice of Hazard:

                 (i) The Seller may repurchase the related Asset under the terms
          of Article VI, without reference to the cure provisions of Article VI.

                 (ii) The Seller may give notice to the Purchaser that the
          Seller disputes the accuracy of the Cure Estimate. If the Seller gives
          such notice, the Purchaser shall, within fifteen (15) days, obtain a
          second bid for the work from licensed contractors that are independent
          from those that prepared the Cure Estimate, and deliver such bid to
          the Seller. The Seller shall, within such period, obtain a third bid
          for the work from licensed contractors and shall then reimburse the
          Purchaser, by depositing in an escrow account as described in
          subsection (iii) below, an amount equal to the average of the two
          lowest bids among the Cure Estimate, the second bid and the third bid,
          less the Cure Threshold amount.

                 (iii) The Seller may give notice that if the Purchaser cures
          the claimed Structural Defect, or remediates the claimed Environmental
          Hazard, as the case may be, the Seller will reimburse the Purchaser
          for the Purchaser's actual costs

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       27

          above the Cure Threshold amount. If the Seller gives such notice, the
          Seller will forthwith deposit into an escrow account, jointly
          controlled by the Purchaser and the Seller, the difference between the
          Cure Threshold amount and the Cure Estimate. Upon completion of the
          cure or remediation (performed as contemplated by the Cure Estimate),
          the Seller shall pay the Purchaser the difference between the Cure
          Threshold amount and the actual costs of cure or remediation by
          disbursement to the Purchaser of the amount held in escrow and further
          payment by the Seller to the extent the amount held in escrow is
          insufficient. Any balance of the escrow account after such payment to
          the Purchaser shall be returned to the Seller.

                 (iv) The Seller may give notice accompanied by written
          information showing the basis of its assertion that it asserts (A) the
          claimed Structural Defect was disclosed to the Purchaser on or prior
          to the Bid Date, (B) the Investors' Review File related to the
          Property contained a Phase II Environmental Assessment or a Phase I
          Environmental Assessment that does not recommend that a Phase II
          assessment be made of the Property, or (C) the claimed condition in
          whole or part does not meet the definition of Structural Defect or of
          Environmental Hazard. If the Seller gives such notice, all of the
          rights, obligations and time periods provided in this Article V shall
          be preserved and extended until all issues with respect to the
          disclosure or existence of the claimed Structural Defect or
          Environmental Hazard are resolved.

                 (v) If the Seller makes no election within the time provided,
          the Seller shall repurchase the related Asset under the terms and
          subject to the limitations of Article VI, without reference to the
          cure provisions of Article VI, no later than the 45th day following
          the Notice of Defect or the Notice of Hazard.

          Section 5.07  Environmental Risks.
                        ------------------- 

          The Purchaser acknowledges and agrees that there may be certain
environmental issues and/or risks with respect to a Property (including the
Premises) which may or may not be visible or apparent and which may or may not
be above or below the surface thereof.  Any Environmental Assessment Report or
other materials relating to environmental conditions which may be in the
Investors' Review File or is otherwise provided or made available by the Seller,
is provided with no representations whatsoever as to the accuracy, completeness
or timeliness of any information contained in such report or materials, or the
expertise with which they were prepared.  The Purchaser acknowledges that the
Seller has not prepared or warranted such information, and that the Seller shall
have no liability whatsoever in connection with such report or materials.

          Section 5.08  Purchaser's Release of Seller.
                        ----------------------------- 

          The Purchaser, for itself, its successors and its assigns, hereby
releases and discharges the Seller and its officers, directors, employees,
successors and assigns from and against any and all claims, demands,
liabilities, obligations, damages, actions, causes of action, judgments, liens,
bonding requirements, losses, expenses, fines, charges, penalties,
administrative and judicial proceedings and orders, and enforcement actions of
every kind, including attorneys' fees and court costs ("Claims"), known or
                                                        ------            
unknown, present or future, fixed or contingent, against the Seller at any time
by reason of or arising out of the violation of the Comprehensive Environment
Response, Compensation and Liability Act of 1980, as amended, or any other
federal, state or local environmental laws by any Person, or the presence of
hazardous materials on any Property.  Nothing in this Section 5.08 is intended
to alter any obligation of Seller under the warranty contained in Section 5.02.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       28

          The Purchaser, for itself, its successors and its assigns, hereby
agrees, represents, and warrants that the matters released in this Section 5.08
are not limited to matters that are known or disclosed, and the Purchaser hereby
waives any and all rights and benefits that it now has, or in the future may
have, conferred upon it by virtue of the provisions of Section 1542 of the Civil
Code of the State of California (or any other statute or common law principles
of similar effect), which provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR.

          In this connection, the Purchaser hereby agrees, represents, and
warrants that it realizes and acknowledges that factual matters now unknown to
it may have given or may hereafter give rise to Claims that are presently
unknown, unanticipated, and unsuspected, and it further agrees, represents, and
warrants that this release has been negotiated and agreed upon in light of that
realization and it nevertheless hereby intends to release, discharge, and acquit
the Seller and its officers, directors, employees, successors and assigns from
any such unknown Claims described in the first paragraph of this Section 5.08.

                                   ARTICLE VI

                                    REMEDIES

          Section 6.01 Breach of the Seller's Representations and Warranties;
                       ------------------------------------------------------
                       Non-delivery of Documents; Cure; Repurchase.
                       --------------------------------------------   

          Upon discovery by the Purchaser of (i) a breach of any of the
representations and warranties contained in Article III with respect to an Asset
for which a good faith estimate of the cost to cure such breach exceeds the Cure
Threshold or (ii) the Seller's failure to deliver any document described in
Section 2.03(iv)-(ix) and Section 2.04(ii)-(vii), the Purchaser shall give the
Seller prompt written notice of such breach or non-delivery specifying in detail
such breach or non-delivery and, in the case of a breach, the basis for the
estimate of the cost to cure such breach.  Such notice shall be given, in the
case of any such breach, not later than the day on which the Seller's obligation
to repurchase such Asset terminates pursuant to Section 6.02 or, in the case of
any such non-delivery of documents, not later than twenty (20) Business Days
after the termination of the Servicing Agreement or any subsequent servicing
agreement between the Seller and the Purchaser with respect to the related
Mortgage Loan or REO Property, if there is such a servicing agreement, or twenty
(20) Business Days after the Closing Date, if there is no such servicing
agreement.  The Seller shall have a period of sixty (60) days from the date it
receives such notice from the Purchaser to correct or cure such breach or non-
delivery.  With respect to any breach, if, at the expiration of such sixty (60)
day period, the Seller has not cured or corrected such breach but has made
reasonable progress toward effecting a cure or correction and the Seller in good
faith believes that such breach can be cured or corrected within a reasonable
period of time following the expiration of such sixty (60) day period, then the
Seller shall give notice thereof to the Purchaser and shall have a reasonable
additional period of time to cure or correct such breach; provided, however,
                                                          --------  ------- 
that in no event shall such additional period of time extend beyond ninety (90)
days following the expiration of the initial sixty (60) day period.  If the
Seller does not cure such breach or non-delivery within the time periods
referred to in the prior two sentences of this Section 6.01 or, if at any
earlier time it becomes reasonably determinable by the Seller that such breach
or non-delivery cannot be cured or corrected and the Seller so notifies the
Purchaser, then upon notice by the Purchaser to the Seller given not later than
twenty (20) Business Days after the expiration of 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       29

the period or periods of time to cure or correct (or such earlier notice from
the Seller), the Seller shall repurchase from the Purchaser at the Repurchase
Price the Asset with respect to which such breach or non-delivery relates in
accordance with Section 6.03.

          Failure by the Purchaser to give any of the notices specified above
within any of the periods specified above shall terminate the Seller's
obligations under this Section 6.01 with respect to the related Asset.
Furthermore, the foregoing shall not be interpreted to limit in any manner the
Seller's right to dispute the existence of any breach or non-delivery specified
by the Seller in any such notice.

          It is understood and agreed that the remedies contained in this
Section 6.01 shall be the sole and exclusive remedies of the Purchaser in
connection with any breach by the Seller of the representations and warranties
contained in Article III.

          Section 6.02  Termination of the Seller's Obligation to Repurchase.
                        ---------------------------------------------------- 

          The Seller's obligations to repurchase any Asset pursuant to Section
6.01, Article V and Section 2.06(d) shall terminate upon the earlier of (A) one
hundred eighty (180) days from the Closing Date (or the earlier date provided in
Section 2.06(d) or Article V), except to the extent any notice of breach, non-
delivery, Structural Defect, Environmental Hazard or other notice involving the
Seller's obligation to repurchase such Asset has previously been given by the
Purchaser to the Seller as required prior thereto, and (B) the first to occur of
the following events, whether or not notice of breach, non-delivery, Structural
Defect, Environmental Hazard or other notice involving the Seller's obligation
to repurchase such Asset has previously been given to the Seller:

                 (i) Any material alteration, modification or waiver of the
          terms of the related Mortgage Loan, Mortgage Note or Mortgage. Without
          limitation, it shall be deemed material to modify the Mortgage Loan by
          extending the maturity date for one year or more, reducing the
          interest rate by one percentage point or more, reducing the principal
          balance by ten percent or more, releasing any real property from the
          Mortgage, or any guaranty or surety, other than as required, and
          reducing the installment payment amounts such that the Mortgage Loan
          begins to negatively amortize. Forbearance for four months or less
          shall not be deemed a material modification.

                 (ii) The payment in full by Mortgagor or any guarantor or
          surety, satisfaction, cancellation, release, discharge, subordination
          or rescission of the related Mortgage Loan, Mortgage Note or Mortgage,
          provided that the satisfaction of a Mortgage Note and related Mortgage
          Loan by payment in full by the borrower shall not have the effect of
          terminating any representation of the Seller contained herein as to
          the amount of the unpaid principal balance.

                 (iii) The transfer of title to the related REO Property or the
          transfer of the related Mortgage Loan, Mortgage Note or Mortgage
          (except with respect to a Participation Interest), and with respect to
          a Participation Interest, the transfer of the Participation Interest,
          by the Purchaser, unless such transfer is to an affiliate of the
          Purchaser or to a trustee for the benefit of holders of securities
          representing an undivided interest in Mortgage Loans in a transaction
          not involving an offer of such securities to the public.

                 (iv) The condemnation of, or a casualty with respect to, the
          related Property or a material part thereof, except as provided in
          Section 6.05. provided that the condemnation of the Property, or a
          material portion thereof, shall not have

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       30

          the effect of terminating any representation of the Seller contained
          herein as to whether there is any pending or threatened condemnation
          proceedings.

                 (v) The taking of any action or any inaction by the Purchaser
          that would subject the related Mortgage Loan to any valid right of
          rescission, set-off, abatement or diminution, or any valid
          counterclaim or defense that would prevent the Seller from foreclosing
          upon the Mortgaged Property for such Mortgage Loan.

                 (vi) The acquisition of title to the related Mortgaged Property
          pursuant to foreclosure or other proceedings or the acceptance of a
          deed in lieu of foreclosure by Purchaser.

          Section 6.03  Transfer of Mortgage Loan Asset Upon Repurchase.
                        ----------------------------------------------- 

          Any repurchase of a Mortgage Loan Asset shall be accomplished by
deposit in an account designated by the Purchaser of the amount of the
Repurchase Price.  Simultaneously therewith, the Purchaser shall (i) deliver to
the Seller all originals and copies of the related Loan Documents and any other
documents that were delivered to the Purchaser pursuant to this Agreement
regarding such Mortgage Loan, together with any subsequent documents or records
pertaining to such Mortgage Loan, as well as to the foreclosure or repossession
of the Mortgaged Property; (ii) transfer, convey or assign to the Seller the
Mortgage Loan Asset in the same manner as such Mortgage Loan Asset was
transferred and assigned from the Seller to the Purchaser by documentation in
the same form as that delivered from the Seller to the Purchaser and endorsed,
where applicable as follows: "Pay to the order of Fidelity Federal Bank, F.S.B.
without recourse" or such other documentation which may be necessary to effect
the transfer from the Purchaser to the Seller; and (iii) assign and deliver all
escrow accounts and amounts that represent collected and undisbursed impound or
escrow funds received by the Purchaser on or after the Closing Date, if any,
less any amounts representing negative escrow balances, if any, funded by the
Purchaser on or after the Closing Date together with evidence thereof acceptable
to the Seller; and (iv) deliver a certificate to the Seller certifying that,
assuming the accuracy of the Seller's representation in Section 3.02(ii), the
Purchaser has good title to, and is the sole owner of, such Mortgage Loan Asset,
free and clear of any other ownership interest or participation interest in
favor of any other Person and free and clear of any lien, charge or encumbrance.
All amounts paid over to the Seller hereunder shall be without payment of
interest thereon.

          Section 6.04  Transfer of REO Asset Upon Repurchase.
                        ------------------------------------- 

          Any repurchase of an REO Asset shall be accomplished by deposit in an
account designated by the Purchaser of the amount of the Repurchase Price.
Simultaneously therewith, the Purchaser shall:  (i) convey any such REO Asset to
the Seller by means of a quitclaim deed (or its equivalent under the law of the
state where the related REO Property is located) delivered to the Seller; (ii)
execute and deliver all other documents necessary to reconvey to the Seller all
right, title and interest in and to such REO Asset, including, without
limitation, assignment and assumption agreements with respect to any leases and
keys; (iii) deliver to the Seller all originals and copies of the documents that
were delivered to the Purchaser pursuant to this Agreement regarding such REO
Property, together with any subsequent documents or records pertaining to such
REO Property as well as to any eviction proceedings related thereto; and (iv)
deliver a certificate to the Seller certifying that, assuming the accuracy of
the Seller's representation in Section 3.03(ii), with respect to each REO Asset
being reconveyed, the Purchaser has good title thereto and is the sole owner
thereof, free and clear of any other ownership interest or participation
interest in favor of any other Person, subject only to Permitted Encumbrances.
All amounts paid over to the Seller hereunder shall be without payment of
interest thereof.  The Seller shall promptly after the repurchase of any REO
Asset record the related deed and shall pay, as and when due, any transfer

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       31

taxes, deed stamps, recording fees and other similar charges required to be paid
in connection with any repurchase of REO Assets.

          Section 6.05  Risk of Loss.
                        ------------ 

          The risk of loss to a Property to be repurchased under Article VI
remains with the Purchaser until the repurchase is consummated, provided,
                                                                -------- 
however, that if after the Seller has received written notice that the Purchaser
- - -------                                                                         
will require the Seller to repurchase a specific Asset the related Property
suffers an Insured Loss, the Seller shall repurchase such Asset and the
Purchaser shall assign to the Seller the proceeds of the insurance covering the
Insured Loss.

          Section 6.06 Withdrawal of Assets Not Conforming to Representations
                       ------------------------------------------------------
                       and Warranties.
                       ---------------

          If the Seller determines in good faith, prior to the Closing, that the
representation and warranty made by the Seller in Section 3.02(xii) will not be
true with respect to a Participation Interest as of the Closing Date, or if the
Seller receives an executive summary of a Phase II Environmental Assessment with
respect to a Property indicating that there is an Environmental Hazard in, on or
under such Property which would require for its remediation an amount in excess
of the Cure Threshold, then the Seller, at its option, may withdraw the related
Asset from those to be sold to the Purchaser and the Purchase Price shall be
reduced by the corresponding Allocated Price (and the related Mortgage Loan or
REO Property shall not be deemed a Mortgage Loan or REO Property hereunder).

          Section 6.07 Breach of the Purchaser's Representations and Warranties.
                       ---------------------------------------------------------

          The remedies of the Seller for any breach by the Purchaser of its
representations and warranties contained in Article IV shall be those provided
by applicable law.

          Section 6.08 Distribution of Deposit and Remedies if No Closing;
                       ---------------------------------------------------
                       Termination.
                       ------------

          If during the period from the date of this Agreement to (but not
including) the date (the "Commitment Date") that is the later of July 19, 1994
                          ---------------                                     
and the date on which the Purchaser has received the Half Commitment
Certification, the Purchaser breaches or anticipatorily breaches this Agreement,
the Purchaser shall pay to the Seller $5,000,000 as liquidated damages by the
Purchaser's irrevocable forfeit of such amount from the Deposit held by the
Deposit Escrow Agent at the time of such breach and the payment of the balance
of the liquidated damage amount in cash within three (3) days of such breach.

          If during the period from the Commitment Date until (but not
including) the date that is the later of July 26, 1994 and the date on which the
Purchaser has received the Equity Commitment Certification, the Purchaser
breaches or anticipatorily breaches this Agreement, the Purchaser shall pay an
amount equal to five percent (5%) of the Purchase Price to the Seller as
liquidated damages by the Purchaser's irrevocable forfeit of the Deposit held by
the Deposit Escrow Agent at the time of such breach and the payment of the
balance of the liquidated damage amount in cash within three (3) days of such
breach.

          On and after the date that is the later of July 26, 1994 and the date
on which the Purchaser has received the Equity Commitment Certification, in the
event that the purchase and sale of the Assets contemplated in this Agreement
does not close by the Closing Date, and such failure to close results from a
breach of this Agreement by the Purchaser or the Purchaser's failure to satisfy
a condition precedent to the Closing set forth in Section 7.02, the Purchaser
shall pay an 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       32

amount equal to ten percent (10%) of the Purchase Price to the
Seller as liquidated damages by the Purchaser's irrevocable forfeit of the
Deposit held by the Deposit Escrow Agent at the time of such breach or failure
and the payment of the balance of the liquidated damage amount in cash within
three (3) days of such breach or failure.

          In the event that the purchase and sale of the Assets contemplated in
this Agreement does not close by the Closing Date and such failure to close
results from a breach of this Agreement by the Seller or the Seller's failure to
satisfy a condition precedent to the Closing set forth in Section 7.01, or a
condition precedent to the Closing set forth in Section 7.01 shall fail prior to
the final date provided for the performance thereof, the Seller shall pay to the
Purchaser $2,500,000 as liquidated damages within three (3) days of such breach
or failure and shall notify the Deposit Escrow Agent to repay the Deposit to the
Purchaser.

          THE PURCHASER AND THE SELLER AGREE THAT, IN THE EVENT OF SUCH BREACH,
          ANTICIPATORY BREACH OR FAILURE, THE SELLER'S OR THE PURCHASER'S ACTUAL
          DAMAGES MIGHT BE DIFFICULT TO ASCERTAIN BECAUSE OF UNCERTAINTIES IN
          THE MARKET FOR THE ASSETS AND POTENTIAL FLUCTUATIONS OVER TIME OF THE
          VALUE OF THE SAME, AND THAT THE AMOUNTS SET FORTH IN THIS SECTION 6.08
          CONSTITUTE A GOOD FAITH REASONABLE ESTIMATE OF THE ACTUAL DAMAGES TO
          BE INCURRED BY THE SELLER OR THE PURCHASER AND THEREFORE THAT THE
          AMOUNTS SET FORTH IN THIS SECTION 6.08 ARE REASONABLE AS LIQUIDATED
          DAMAGES FOR THE BENEFIT OF THE SELLER OR THE PURCHASER IN SUCH EVENT.

          ------------------------------      --------------------------------
          Initials of the Purchaser           Initials of the Seller

          If such breach, anticipatory breach or failure to close does not
result from a breach of this Agreement by the Purchaser or the Purchaser's
failure to satisfy a condition precedent to the Closing set forth in Section
7.02, then the Deposit Escrow Agent shall deliver to the Purchaser the full
amount of the Deposit then held by the Deposit Escrow Agent by wire transfer in
immediately available funds to the account specified by the Purchaser within
three (3) days of the Closing Date or such earlier date by which the parties
have mutually determined that the Closing shall not occur.

          The Purchaser and the Seller hereby agree that, subject to the
following sentence, the liquidated damages provided in this Agreement shall be
the sole and exclusive remedy for any action relating to the breach,
anticipatory breach or failure to consummate the transactions contemplated by
this Agreement.  Notwithstanding the foregoing, in the event that the first
tranche of the Deposit in the amount of $5,000,000 is not received by the
Deposit Escrow Agent as provided in Section 2.01, all of the rights and remedies
of the Seller shall be expressly preserved and shall remain unimpaired and
unaffected.

          Upon the return of the Deposit to the Purchaser in accordance with the
Deposit Escrow Agreement, this Agreement shall terminate, except that the
Seller's obligation to pay the liquidated damages in accordance with this
Section 6.08 shall survive such termination.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       33

                                  ARTICLE VII

                              CONDITIONS PRECEDENT

          Section 7.01  Conditions Precedent To Be Performed by the Seller.
                        -------------------------------------------------- 

          (a) As a condition to the obligations of the Purchaser to purchase the
Assets, the Seller shall deliver or cause to be delivered to the Purchaser on or
before the Closing Date the following documents:

                 (i) an officer's certificate of the Seller, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Seller authorizing its sale of the Assets and the
          other transactions contemplated hereby and the execution and delivery
          of all documents described herein, (b) the authority of the officer(s)
          signing on behalf of the Seller, and (c) the continued accuracy in all
          material respects of the representations and warranties contained in
          this Agreement as if such representations and warranties were made by
          the Seller on the Closing Date; and

                 (ii) an opinion of counsel (which may be internal counsel) to
          the Seller, dated as of the Closing Date, to the effect that: (a) the
          Seller is a federal savings bank, duly chartered, validly existing and
          in good standing under the federal laws of the United States; (b) this
          Agreement has been duly authorized, executed and delivered on the part
          of the Seller and, assuming due authorization, execution and delivery
          by the Purchaser, constitutes a legal, valid and binding obligation of
          the Seller enforceable against it in accordance with its terms,
          subject to applicable bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally (including laws and regulations affecting the rights of
          creditors of federal savings banks) and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding in equity or at law), subject to customary assumptions and
          qualifications; (c) the consummation of the transactions contemplated
          by this Agreement will not conflict with or result in a breach of any
          of the terms, conditions or provisions of the Seller's charter or by-
          laws or any material agreement or instrument to which the Seller is
          now a party and known to such counsel, or constitute a default or
          result in an acceleration under any of the foregoing, or result in the
          violation of any law, rule, regulation, order, judgment or decree to
          which the Seller or its property is subject and known to such counsel,
          which conflict, breach, default, acceleration or violation would have
          a material adverse effect on the ability of the Seller to perform its
          obligations under this Agreement; (d) except as described on a
          schedule to the Agreement, there is no action, suit, proceeding or
          investigation pending or threatened against the Seller or relating to
          any Asset and known to such counsel, which, if determined adversely to
          the Seller, would prevent the consummation of the sale of the Assets
          to the Purchaser as contemplated hereby; and (e) no consent, approval,
          authorization or order of any court or governmental agency is required
          for the execution and delivery of this Agreement by the Seller or for
          the performance by the Seller of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.

          (b) The obligations of the Purchaser to purchase the Assets shall be
subject to and conditioned upon (i) the Seller having obtained any required
approval of this Agreement from the Office of Thrift Supervision by the date
provided in the Deposit Escrow Agreement and (ii) the 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       34

Seller having consummated the issuance and sale of the Common Stock pursuant to
the Offering Circular on substantially the terms described therein on or prior
to August 4, 1994 or such later date as the Seller and the Purchaser shall agree
in writing.

          Section 7.02  Conditions Precedent To Be Performed by the Purchaser.
                        ----------------------------------------------------- 

          As a condition to the obligations of the Seller to sell the Assets,
the Purchaser shall deliver or cause to be delivered to the Seller on or before
the Closing Date the following documents:

                 (i) an officer's certificate of the Purchaser, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Purchaser authorizing its purchase of the Assets and
          the other transactions contemplated hereby and the execution and
          delivery of all documents described herein, (b) the authority of the
          officer(s) signing on behalf of the Purchaser, and (c) the continued
          accuracy in all material respects of the representations and
          warranties contained in this Agreement as if such representations and
          warranties were made by the Purchaser on the Closing Date; and

                 (ii) an opinion of counsel (which may be internal counsel) to
          the Purchaser, dated as of the Closing Date, to the effect that: (a)
          the Purchaser is a corporation, duly organized, validly existing and
          in good standing under the laws of the State of California; (b) this
          Agreement has been duly authorized, executed and delivered on the part
          of the Purchaser and, assuming due authorization, execution and
          delivery by the Seller, constitutes a legal, valid and binding
          obligation of the Purchaser enforceable against it in accordance with
          its terms, subject to applicable bankruptcy, insolvency,
          reorganization, moratorium and other similar laws affecting creditors'
          rights generally and to general principles of equity (regardless of
          whether such enforcement is considered in a proceeding in equity or at
          law), subject to customary assumptions and qualifications; (c) the
          consummation of the transaction contemplated by this Agreement will
          not conflict with or result in a breach of any of the terms,
          conditions or provisions of the Purchaser's charter or by-laws or any
          material agreement or instrument to which the Purchaser is now a party
          and known to such counsel, or constitute a default or result in an
          acceleration under any of the foregoing, or result in the violation of
          any law, rule, regulation, order, judgment or decree to which the
          Purchaser or its property is subject and known to such counsel, which
          conflict, breach, default, acceleration or violation would have a
          material adverse effect on the ability of the Purchaser to perform its
          obligations under this Agreement; (d) there is no action, suit,
          proceeding or investigation pending or threatened against the
          Purchaser and known to such counsel, which, if determined adversely to
          the Purchaser, would prevent the consummation of the purchase of the
          Assets by the Purchaser as contemplated hereby; and (e) no consent,
          approval, authorization or order of any court or governmental agency
          is required for the execution and delivery of this Agreement by the
          Purchaser or for the performance by the Purchaser of its obligations
          hereunder or, if required, such consent, approval, authorization or
          order will have been obtained prior to the Closing Date except for the
          Post-Closing Consents.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       35

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

          Section 8.01 Governing Law; Jurisdiction; Consent to Service of
                       --------------------------------------------------
                       Process.
                       --------

          This Agreement shall be governed by and construed in accordance with
the internal laws of the State of California, United States of America.  Each of
the parties hereto hereby irrevocably (i) submits to the non-exclusive
jurisdiction of the courts of the State of California and the federal courts of
the United States of America for the Central District of California for the
purpose of any action or proceeding relating to this Agreement; (ii) waives, to
the fullest extent permitted by law, the defense of an inconvenient forum in any
action or proceeding in any such court; (iii) agrees that a final judgment in
any action or proceeding in any such court shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; and (iv) consents to service of process upon it by mailing a
copy thereof by certified mail addressed to it and its counsel as provided for
notices hereunder.

          Section 8.02  Hart-Scott-Rodino.
                        ----------------- 

          The Purchaser and the Seller agree to cooperate in connection with the
preparation, signing and filing of any documents which counsel to the Purchaser
or the Seller advises are necessary under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, and each acknowledge and agree that the
Closing Date shall be postponed, to the extent necessary, to comply with the
requirements of such Act, if applicable to the transactions contemplated herein.

          Section 8.03  Confidentiality.
                        --------------- 

          Neither party to this Agreement (or employee or agent under its
control) shall without the prior written consent of the other disclose to any
third party any information regarding this Agreement or the transactions
contemplated herein, except to the extent that such disclosure is (i) required
to effect the transactions contemplated herein, (ii) made to an affiliate of the
Purchaser or the Seller, or to the Seller's bondholders or the Federal Home Loan
Bank pursuant to existing contractual relations, (iii) required by law or
regulation, (iv) necessary to permit the audit of the accounts of a party
hereto, (v) made to notify a third party of the ownership of the Asset by the
Purchaser, without disclosing other terms of this Agreement, or (vi) made in
order to initiate, defend or otherwise pursue legal proceedings between the
parties regarding this Agreement or the transactions contemplated hereby, except
that after the receipt by the Deposit Escrow Agent of the first tranche of the
Deposit in the amount of $5,000,000, the Purchaser may hold discussions with
other Persons, including other bidders on the transactions, and the Seller shall
be deemed to have released such other bidders from their confidentiality
agreements with the Seller, all only to the extent necessary to enable the
Purchaser to discuss with such Persons their potential participation in the
Purchaser's acquisition of the Assets.  The Purchaser shall preserve the
confidentiality of any confidential information relating to the Mortgagors.
This Agreement shall not, and no memorandum or other document relating to this
Agreement shall, be recorded without the prior written consent of the Seller.

          Section 8.04  Broker's Fees.
                        ------------- 

          In the event that any REO Property is subject to a listing agreement
between the Seller and a broker, the Seller shall be solely responsible for the
payment of any fee, commission or other compensation payable pursuant to any
such listing agreements based upon a sale of such REO Property to the Purchaser.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       36

          Section 8.05  Notices.
                        ------- 

          Any notices or other communications permitted or required hereunder
shall be in writing and shall be personally delivered, sent by overnight
delivery service, or mailed by certified mail, postage prepaid, and return
receipt requested or transmitted by telex, telegraph or facsimile (tested by
telephonic confirmation of receipt) to the following addresses, or such other
address as may hereafter be furnished in writing in the same manner:

          (i) in the case of the Seller,

                    Fidelity Federal Bank, F.S.B.
                    4565 Colorado Boulevard
                    Los Angeles, California 90039
                    Attention:  Richard Greenwood
                                Chairman and CEO
                                and
                                ---
                                James F. Barnett
                                Senior Vice President,
                                Credit Administration

                    Facsimile: (818) 549-3002

                    with a copy to:

                    Fidelity Federal Bank, F.S.B.
                    Legal Department
                    600 N. Brand Boulevard
                    Glendale, California  91209
                    Attention:  Frederick I. Fox, Esq.

                    Facsimile: (818) 549-3773

          (ii) in the case of the Purchaser,

                    Colony Capital, Inc.
                    1999 Avenue of the Stars, Suite 1200
                    Los Angeles, California  90067
                    Attention:  Lawrence A. Kestin

                    Facsimile: (310) 282-8808

                    with a copy to:

                    Colony Capital, Inc.
                    201 Main Street, Suite 2420
                    Fort Worth, Texas  76102
                    Attention:  Richard Ekleberry, Esq.

                    Facsimile: (817) 871-4010

Notices shall be effective on receipt.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       37

          Section 8.06  Severability of Provisions.
                        -------------------------- 

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, the
invalidity of any such covenant, agreement, provision or term of this Agreement
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

          Section 8.07  Schedules and Exhibits.
                        ---------------------- 
          The schedules and exhibits to this Agreement are hereby incorporated
and made a part hereof and are an integral part of this Agreement.

          Section 8.08  Waivers and Amendments.
                        ---------------------- 

          This Agreement may be amended, supplemented, canceled or extended, and
the terms hereof may be waived, only by a written instrument signed by
authorized representatives of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance.  No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any such
right, power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

          Section 8.09  No Third Party Rights.
                        --------------------- 

          This Agreement is intended to be solely for the benefit of the parties
hereto and is not intended to confer any benefits upon, or create any rights in
favor of, any person or entity other than the parties hereto.

          Section 8.10  Successors and Assigns.
                        ---------------------- 

          This Agreement shall be binding upon and inure to the benefit of the
Purchaser and the Seller and their respective successors and assigns; provided,
                                                                      -------- 
however, that (i) notwithstanding any assignment by the Purchaser or the Seller,
- - -------                                                                         
such party shall remain liable for its obligations hereunder, (ii) only the
Purchaser or its affiliates shall be entitled to exercise any remedies against
the Seller granted to the Purchaser in Articles V and VI of this Agreement, and
(iii) the Purchaser shall not assign its rights under this Agreement prior to
the date on which the Deposit Escrow Agent receives the full amount of the
Deposit (ten percent of the Purchase Price) without the prior written consent of
the Seller, in its sole discretion.  The Purchaser shall execute, acknowledge
and deliver, and shall cause to be done, executed, acknowledged and delivered,
all such further acts, deeds, assignments, transfers, conveyances and assurances
as may be reasonably required by the Seller in connection with any assignment of
the Purchaser's rights under this Agreement.

          Section 8.11  Captions.
                        -------- 

          All section titles or captions contained in this Agreement or in the
schedules and exhibits annexed hereto or referred to herein, and the table of
contents to this Agreement, are for convenience only, shall not be deemed a part
of this Agreement and shall not affect the meaning or interpretation of this
Agreement.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       38

          Section 8.12  Counterparts.
                        ------------ 

          This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

          Section 8.13  Entire Agreement.
                        ---------------- 

          This Agreement (including the schedules and exhibits annexed hereto or
referred to herein and the agreements executed and delivered pursuant to the
terms hereof), the letter agreements between the parties dated the date of this
Agreement that supplement this Agreement, the Confidentiality Agreement executed
and delivered by the Purchaser in connection with the transactions contemplated
by this Agreement, the Deposit Escrow Agreement and the Servicing Agreement
contain the entire agreement between the parties with respect to the
transactions contemplated hereby and supersede all prior agreements, written or
oral, with respect thereto.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       39

          Section 8.14  No Merger.
                        --------- 

          Unless otherwise expressly provided herein, the representations,
warranties, covenants and agreements shall survive the Closing, the sale of
Assets contemplated hereby and the delivery of any deeds or other documents in
connection herewith.

          IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.

                                       FIDELITY FEDERAL BANK, F.S.B.

                                       By:  /s/  GODFREY B. EVANS
                                          -------------------------------------
                                          Name:   Godfrey B. Evans
                                          Title:  Executive Vice President

                                       COLONY CAPITAL, INC.

                                       By:  /s/  LAWRENCE A. KESTIN
                                          -------------------------------------
                                          Name:   Lawrence A. Kestin
                                          Title:  Vice President

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       40

                                Schedule 1.01-A
                                ---------------

                            Allocated Price Schedule

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       41

COLONY CAPITAL, INC.
Fidelity Federal Bank Portfolio

 
                                                                                          % OF PRIN.
ASSET  PROPERTY NAME               CITY            STATE    CCIBID         PRINBAL        BALANCE
- - -----------------------------------------------------------------------------------------------------
                                                                         
425    Royal Sea Cliff Resort      Kona             HI      $13,789,255    $39,940,840    34.5%
322    The Inn at the Park         Southeast Anah   CA      $13,006,322    $13,848,528    93.9%
176    Holiday Inn                 Altamonte        FL       $7,389,039    $10,623,005    69.6%
177    Holiday Inn                 Long Beach       CA       $4,936,661     $7,235,410    68.2%
317    Holiday Inn                 Fullerton        CA       $4,556,654    $10,191,830    44.7%
198    Days Inn                    Mission Bay      CA       $1,789,503     $3,789,548    47.2%
167    Village Cabrillo            North Santa An   CA      $10,546,060    $13,583,166    77.6%
148    Cohasset Village            Canoga Park      CA       $8,282,677    $11,037,778    75.0%
144    Village Pointe              Granada Hills    CA       $7,749,501    $13,214,194    58.6%
158    Covino Gardens              Covina           CA       $7,542,146     $9,845,650    76.6%
178    Suncrest                    Upland           CA       $5,093,513     $5,766,106    88.3%
179    Regency Manor               Southeast Anah   CA       $4,890,563     $8,414,232    58.1%
126    Pacific Isle                Covina           CA       $4,422,280     $5,458,563    81.0%
185    Rainbow Gardens             San Bernardino   CA       $4,290,333     $8,411,009    51.0%
117    Tarzana Village             Van Nuys         CA       $4,165,309     $4,847,230    85.9%
132    Royal Gardens               Buena Park       CA       $4,160,025     $5,504,429    75.6%
139    4505-4545 Los Feliz Ave.    Hollywood        CA       $4,119,394     $5,256,474    78.4%
311    Tripoli Palms               Whittier         CA       $3,603,600     $5,470,148    65.9%
168    Crestwood Apartments        Mission Viejo    CA       $3,447,999     $3,974,468    86.8%
236    1230 Oxford Drive           Colton           CA       $3,301,696     $6,558,689    50.3%
188    Orange Apartments           Paramount        CA       $3,284,568     $4,621,046    71.1%
183    Windcrest Apartments        Colton           CA       $3,282,292     $4,307,483    76.2%
204    1741 E. La Habra            Brea             CA       $3,156,650     $4,174,964    75.6%
320    Cherry Blossom Apts.        Portland         OR       $3,121,483     $3,583,885    87.1%
171    5015 Clinton Street         Hollywood        CA       $3,024,872     $4,308,895    70.2%
095    627 S. Velare Street        Buena Park       CA       $2,404,501     $3,061,388    78.5%
145    333 S. St. Andrews Pl.      Mid-Wilshire     CA       $2,340,498     $3,073,936    76.1%
193    Arrow Creek                 Fontana/Rialto   CA       $2,245,916     $2,902,340    77.4%
130    Riverton I                  Burbank          CA       $2,177,199     $2,822,915    77.1%
128    Le Parc                     Central LA       CA       $2,152,998     $3,402,736    63.3%
146    Orange Apartments           Claremont        CA       $2,048,743     $2,365,896    86.6%
097    5227-5329 Londsey Avenue    Pico Rivera      CA       $1,942,738     $2,476,509    78.4%
182    1129 N. Mansfield Ave.      Hollywood        CA       $1,867,240     $3,239,738    57.6%
299    8051-8095 Sunrise East Wa   Citrus Heights   CA       $1,799,474     $2,135,900    84.2%
295    Harbor County Apts.         Washington Sta   CA       $1,781,194     $2,252,153    79.1%
152    11035 Otsego Street         Burbank          CA       $1,549,091     $2,185,872    70.9%
143    18630 Burbank Boulevard     Van Nuys         CA       $1,538,814     $2,322,675    66.3%
134    Villa Garden                Palmdale         CA       $1,409,742     $1,815,938    77.6%
186    Laurel Tree Apts.           Fontana/Rialto   CA       $1,300,394     $1,843,013    70.6%
058    7034 Vassar Avenue          Canoga Park      CA       $1,287,227     $1,927,694    66.8%
300    5101-5137 Andrea Blvd.      N. Highlands     CA       $1,269,163     $1,501,623    84.5%
166    4315 Don Tomaso Drive       Central LA       CA       $1,140,307     $1,462,203    78.0%

                                       42

COLONYCAPITAL, INC.

FIDELITY FEDERAL BANK PORTFOLIO

 
                                                                                          % of Prin.
Asset  Property Name               City             State   CCIBid         PrinBal        Balance         
- - ---------------------------------------------------------------------------------------------------
                                                                         
129    1325-1337 E. Wilshire Ave.  Placentia        CA      $1,119,681     $1,860,714     60.2%
151    Pacific Harbor              Westminster      CA      $1,092,631     $1,411,930     77.4%
159    15543 Nordhoff Street       Granada Hills    CA      $1,092,260     $1,451,675     75.2%
267    115 W. Mountain View Ave.   Hacienda Hts     CA      $1,088,466     $1,238,114     87.9%
301    10522 Artesia Blvd.         Paramount        CA      $1,061,380     $1,507,656     70.4%
208    141 Grand View St.          North Beaches    CA      $1,055,358     $1,372,861     76.9%
136    3719-3725 Gilman Rd.        San Gabriel      CA      $1,050,554     $1,370,901     76.6%
061    14614-14618 Chadron Ave.    Hawthorne        CA      $1,038,486     $1,208,020     86.0%
272    3722 Sawtelle Blvd.         West LA          CA      $1,027,128     $1,409,659     72.9%
154    8721 Owensmouth Ave.        Canoga Park      CA      $1,020,216     $1,619,617     63.0%
314    10220-10222 Camarillo St.   Burbank          CA      $1,012,362     $1,582,328     64.0%
058    260 E. Newburgh St.         Covina           CA        $999,605     $1,298,793     77.0%
155    14125 Coteau Drive          Whitier          CA        $985,900     $1,350,659     73.0%
273    15520 Parthenia Street      Granada Hills    CA        $972,453     $1,679,430     57.9%
165    Hoover Plaza                Los Angeles      CA        $948,871     $1,184,971     80.1%
261    10503-10517 Myrtle Street   Westlake         CA        $944,159     $1,136,935     83.0%
135    3615-3623 Gilman Rd.        San Gabriel      CA        $942,637     $1,222,696     77.1%
131    Riverton II                 Burbank          CA        $931,374     $1,292,680     72.0%
440    14747 Roscoe Blvd           Granada Hills    CA        $929,269     $1,151,940     80.7%
321    365 Fifth Avenue            National City    CA        $925,810     $1,035,159     89.4%
222    68160 Calle Las Tiendas     San Bernardino   CA        $923,036     $1,093,466     84.4%
219    5241 Cartwright Avenue      Burbank          CA        $918,381     $1,129,503     81.3%
170    20358 Saticoy Street        Canoga Park      CA        $903,571     $1,578,495     57.2%
291    901 S. Ardmore Avenue       Central LA       CA        $901,723     $1,075,730     83.8%
064    8920 Orion Avenue           Granada Hills    CA        $896,213     $1,681,313     53.3%
287    500 S. Montebello Blvd.     Pico Rivera      CA        $894,247     $1,171,112     76.4%
308    200 S. Mollison Ave.        La Mesa          CA        $890,896     $1,014,435     87.8%
111    2 Breeze Avenue             Marina Del Rey   CA        $874,544     $1,115,094     78.4%
269    Crestridge                  Hawthorne        CA        $872,113     $1,257,011     69.4%
258    8410-8414 Burnet Avenue     Granada Hills    CA        $865,237     $1,031,114     83.9%
209    118 N. Hillcrest Blvd.      Inglewood        CA        $856,065     $1,021,162     83.8%
113    333 Rockvale Avenue         Covina           CA        $854,705     $1,098,265     77.8%
002    19950 Roscoe Blvd.          Canoga Park      CA        $846,728     $1,016,687     83.3%
055    Monte Vista                 Hemet            CA        $845,661     $1,034,425     81.8%
137    2628-2630 Maxson Road       San Gabriel      CA        $836,680     $1,148,593     72.8%
216    1400 Camden Avenue          Westwood         CA        $833,384     $1,013,236     82.2%
288    1421 N. Mansfield Avenue    Hollywood        CA        $828,721     $1,064,563     77.8%
214    7901 Reseda Blvd            Van Nuys         CA        $828,029     $1,670,308     49.6%
290    7755 Laurel Canyon Blvd.    San Fernando     CA        $824,875     $1,002,094     82.3%
266    952 Maltman Avenue          Silverlake       CA        $813,915     $1,000,075     81.4%
235    14153 Victory Blvd.         Van Nuys         CA        $809,631     $1,308,291     61.9%
377    18400 Napa Street           Granada Hills    CA        $803,718       $871,415     92.2%

                                       43

COLONY CAPITAL, INC.
Fidelity Federal Bank Portfolio

 
                                                                                          % OF PRIN.
ASSET  PROPERTY NAME               CITY             STATE   CCIBID         PRINBAL        BALANCE
- - ----------------------------------------------------------------------------------------------------
                                                                         
047    1000 Sycamore Street        North Anaheim    CA      $791,308       $1,322,910     59.8%
211    234-236, 238 Hoover St.     Hollywood        CA      $776,794       $1,030,195     75.4%
386    11332 Dale Street           SW Anaheim       CA      $768,969         $938,381     81.9%
404    7214 Fountain Avenue        W. Hollywood     CA      $762,791         $938,204     81.3%
213    4101 Rosecrans Ave.         Hawthorne        CA      $762,042       $1,100,888     69.2%
358    2199 W. 26th Place          Central LA       CA      $760,416         $979,757     77.6%
341    811-831 S. 47th Street      National City    CA      $758,554         $888,606     85.4%
001    Camelot Apartments          Canoga Park      CA      $743,008         $923,770     80.4%
348    1135/1139 Linden Avenue     N. Glendale      CA      $697,786         $913,199     76.4%
125    610, 617 Huntington Blvd.   Claremont        CA      $688,091         $852,369     80.7%
333    1710-1714 Grismer Ave.      Granada Hills    CA      $685,886         $875,662     78.3%
276    1830 N. Kingsley Dr.        Hollywood        CA      $675,471       $1,201,994     56.2%
277    11903-13 Vanowen Street     Burbank          CA      $663,340       $1,149,842     57.7%
391    1715 S. Sunflower Ave.      Covina           CA      $661,661         $804,786     82.2%
367    1920 Overland Avenue        Westwood         CA      $656,811         $806,607     81.4%
408    218 W. Vermont Avenue       N. Anaheim       CA      $653,135         $820,491     79.6%
349    966 N. Mariposa Avenue      Hollywood        CA      $637,313         $885,259     72.0%
400    6003 Brynhurst Ave.         Central LA       CA      $634,210         $805,894     78.7%
115    1448 Laurel Avenue          Claremont        CA      $630,229         $842,518     74.8%
065    Woodman Avenue              Canoga Park      CA      $622,241       $1,429,610     43.5%
353    7308 Haskell Avenue         Van Nuys         CA      $619,385         $849,867     72.9%
286    161 S. St. Andrews Pl.      Hollywood        CA      $611,765       $1,038,917     58.9%
347    7138-7146 Greeley Street    San Fernando     CA      $593,872         $996,579     59.6%
268    7774 Magnolia Avenue        Riverside        CA      $586,718         $611,553     95.9%
057    1165 N. Normandie Avenue    Hollywood        CA      $584,930       $1,197,989     48.8%
210    4245-4247 W. 182nd St.      Hawthorne        CA      $581,138       $1,247,931     46.6%
356    311 N. 7th Street           Burbank          CA      $573,596         $760,714     75.4%
270    6857 Baird Avenue           Van Nuys         CA      $570,946       $1,069,137     53.4%
063    7420 Woodman Avenue         Canoga Park      CA      $568,497       $1,079,756     52.7%
053    4036-4038 Maxson Rd.        San Gabriel      CA      $557,200         $755,769     73.7%
045    416 N. Garfield Ave.        Pasadena         CA      $551,119         $693,549     79.5%
282    822-908 St. Louis Ave.      Long Beach       CA      $551,077       $1,757,961     31.3%
332    2612-2700 El Segundo Blvd.  Hawthorne        CA      $540,576         $640,398     84.4%
292    2117-2119 W. 54th Street    Central LA       CA      $535,113       $1,191,240     44.9%
147    9215-9227 Wakefield Ave.    Granada Hills    CA      $534,460       $1,243,039     43.0%
393    15900 Vanowen Street        Van Nuys         CA      $528,623         $714,708     74.0%
350    540 N. Hayworth Ave.        West Hollywood   CA      $526,491         $784,374     67.1%
046    2662 Santa Anita Avenue     San Gabriel      CA      $524,329         $657,119     79.8%
052    10814-10820 Klingerman St.  San Gabriel      CA      $523,952         $655,754     79.9%
334    340 O'Keefe Street          S. San Mateo     CA      $521,937         $602,695     86.6%
431    Hyde Park II                Inglewood        CA      $517,691         $632,681     81.8%
382    6980 Victoria Avenue        San Joquin Vall  CA      $508,935         $671,375     75.8%

                                       44

COLONYCAPITAL, INC.

FIDELITY FEDERAL BANK PORTFOLIO

 
                                                                                          % of Prin.
Asset  Property Name               City             State   CCIBid         PrinBal        Balance
- - ----------------------------------------------------------------------------------------------------
                                                                         
388    4027 & 4033 Nicolet Ave.    Central LA       CA      $498,878       $666,913       74.8%
426    22876-22936 Republic        University City  CA      $498,796       $930,541       53.6%
385    4931 Romaine Street         Hollywood        CA      $490,915       $762,222       64.4%
263    686 S. St. Andrews Pl.      Mid-Wilshire     CA      $481,832       $704,191       68.4%
409    14235 Vanowen Street        Canoga Park      CA      $477,781       $627,802       76.1%
043    752-790 La Mesa             Claremont        CA      $477,358       $600,719       79.5%
337    8856 Willis Avenue          Granada Hills    CA      $472,625       $917,528       51.5%
352    1750-1754 Redondo Avenue    Long Beach       CA      $471,276       $827,558       56.9%
432    3928 W. 107th Street        Inglewood        CA      $469,522       $709,055       66.2%
394    25286-25236 Park Avenue     Colton           CA      $468,842       $806,947       58.1%
413    19237 Bryant Street         Granada Hills    CA      $468,574       $859,411       54.5%
054    1332 California Avenue      San Gabriel      CA      $460,635       $572,289       80.5%
344    1323-1327 N. Kingsley Dr.   Hollywood        CA      $451,535       $556,556       81.1%
390    500 S. 6th Street           Pico Rivera      CA      $449,403       $620,412       72.4%
384    443 N. Sycamore Ave.        Park La Brea     CA      $448,973       $546,730       82.1%
401    1744 10th Street            Santa Monica     CA      $398,649       $543,433       73.4%
361    3265 Cattaraugus Ave.       West LA          CA      $396,677       $492,743       80.5%
412    6405 Nightingale Street     Ventura County   CA      $395,429       $730,026       54.2%
109    13534 Ramona Blvd.          Covina           CA      $390,975       $488,154       80.1%
389    1732-1736 E. Sycamore Ave.  Hawthorne        CA      $388,888       $775,860       50.1%
396    221-229 S. Kenmore Ave.     Hollywood        CA      $381,504       $541,287       70.5%
364    1209 N. Formosa Ave.        West Hollywood   CA      $379,113       $461,851       82.1%
370    Eucalyptus Ave. Apts.       California State CA      $378,273       $568,481       66.5%
374    5111 Harold Way             Hollywood        CA      $375,276       $667,589       56.3%
405    4534 August Street          Central LA       CA      $374,664       $430,059       87.1%
360    134 Kelso Street            Inglewood        CA      $372,184       $558,923       66.6%
346    6330 Orange Street          West Hollywood   CA      $372,018       $447,397       83.2%
351    1017 Sonora Avenue          N. Glendale      CA      $361,872       $452,242       80.0%
362    1954 Shenandoah Street      West LA          CA      $361,564       $445,669       81.1%
340    10346 Commerce Avenue       San Fernando     CA      $357,064       $625,974       57.0%
379    14620 S. Berendo Avenue     Hawthorne        CA      $357,031       $420,604       84.9%
395    215 E. Hyde Park Blvd.      Inglewood        CA      $356,485       $602,924       59.1%
330    4330 53rd Street            San Diego        CA      $356,343       $544,390       65.5%
365    852 & 860 W. 1st Street     Carson           CA      $329,763       $553,827       59.5%
363    12036 Saticoy Street        Burbank          CA      $314,502       $809,974       38.8%
381    Willowcrest Apartments      Burbank          CA      $310,516       $623,446       49.8%
372    2509 W. 182nd Street        Hawthorne        CA      $306,995       $472,187       65.0%
342    4023 W. 141st Street        Hawthorne        CA      $303,273       $499,909       60.7%
354    1639 Kingsley Avenue        Claremont        CA      $301,861       $572,427       52.7%
062    731 W. Crescent Dr.         Covina           CA      $291,739       $401,470       72.7%
380    4368 Ohio Street            San Diego        CA      $288,614       $436,175       66.2%
004    1420-1446 Laurel Avenue     Claremont        CA      $287,733       $361,699       79.6%

                                      45

COLONY CAPITAL, INC.
Fidelity Federal Bank Portfolio

 
                                                                                          % OF PRIN.
ASSET  PROPERTY NAME               CITY             STATE   CCIBID         PRINBAL        BALANCE
- - -----------------------------------------------------------------------------------------------------
                                                                         
343    3030-3036 Gamet Lane        Placentia/NE A   CA        $282,849       $423,673     66.8%
398    6130 West Blvd.             Central LA       CA        $276,232       $420,478     65.7%
336    2840 Mariquita Street       Long Beach       CA        $268,460       $530,769     50.6%
051    1614 E. Kingsley Avenue     Claremont        CA        $263,906       $330,612     79.8%
357    10325 Lehigh Avenue         N. Ontario       CA        $262,154       $590,522     44.4%
403    4128-30 Mississippi Street  San Diego        CA        $259,622       $436,926     59.4%
359    11058 Cantlay Street        San Fernando     CA        $254,045       $579,233     43.9%
399    6216 Cedros Avenue          Van Nuys         CA        $249,951       $603,857     41.4%
003    2012 S. Mountain Avenue     San Gabriel      CA        $228,008       $286,655     79.5%
376    12036 Grevillea Avenue      Hawthorne        CA        $216,646       $448,391     48.3%
378    717 S. Westlake Avenue      Los Angeles      CA        $211,368       $282,090     74.9%
110    1130 & 1132 S. Kern         Pico Rivera      CA        $192,544       $302,380     63.7%
044    4037-41 La Rica Avenue      Covina           CA        $184,469       $231,044     79.8%
281    2284 Long Beach Blvd.       Long Beach       CA        $176,555       $376,996     46.8%
005    13936 Lubican Street        Covina           CA        $154,263       $192,810     80.0%
049    1363 & 1365 1-4 El Sere     Pasadena         CA        $141,803       $177,568     79.9%
042    3940 Baldwin Park Blvd.     Covina           CA        $135,376       $169,461     79.9%
233    1777-1791 Conejo Drive      San Bernardino   CA        $116,087       $232,292     50.0%
096    140, 144 N. Pleasant Avenue N. Ontario       CA         $94,663       $118,412     79.9%
221    1207-1211-1215 W. Huff      San Bernardino   CA         $32,545       $116,249     28.0%
302    Golden Village RV Park      California State CA      $5,664,434     $7,144,764     79.3%
298    Rock Shadows                Phoenix          AZ      $2,642,971     $2,976,999     88.8%
202    Garden Grove Medical        Garden Grove     CA      $3,536,179     $6,377,046     55.5%
296    Village Faire Shops         Laguna Beach     CA      $2,483,392     $3,082,171     80.6%
197    43214 Blackdeer Loop        California State CA        $999,160     $1,775,493     56.3%
315    17525 Alder Street          California State CA        $768,009       $998,820     76.9%
201    830 N. Wilcox Ave.          Los Angeles      CA        $653,309     $1,820,088     35.9%
415    Knts. Columbus Plaza        Santa Barbara    CA        $480,883       $675,803     71.2%
414    2438 Wyandotte St.          San Jose         CA        $445,064       $751,085     60.6%
303    The Tustin                  N. Santa Ana     CA      $1,439,739     $1,731,449     83.2%
313    Ventura Tampa Plaza         Los Angeles      CA      $1,337,302     $2,733,018     48.9%
310    One West Duarte Rd.         San Gabriel      CA        $919,986     $1,531,604     60.1%
309    331-371 Railroad Canyon     SW Riverside C   CA        $910,992     $1,725,941     52.8%
416    4101 Bellflower             Los Angeles      CA        $794,712       $854,689     93.0%
438    Ridgeview Center            Clallam County   WA        $726,127       $746,168     97.3%
                                                          ------------   ------------     ----
203    TOTAL                                              $277,000,941   $413,920,423     66.9%

                                       46

                                Schedule 1.01-B
                                ---------------

                            Mortgage Loan Schedule

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                      47

MORTGAGE LOAN SCHEDULE         Figures as of 5/31/94    Repo. Date 7/11/94
Recovery Corp 

 
                                                                                                                       Escrow Escrow
   Cat. Loan #  Reo   Name         Address                 City        ST   Zip Units  PType  FFB Gross   Due Dt   Pos  Bal    Adv
   ---- ------  ---   ----         -------                 ----        --   --- -----  -----  ---------  --------  --- ------ ------
                                                                                   
 1  RC  0023756     KIMES       2438 WYANDOTTE ST      MOUNTAIN VALLE  CA  94043    0  ID       751,085  03/01/91   1       0 14,697
 2  RC  0023831     DE LA VI    9256 DE LA VINA        SANTA BARBARA   CA  93103    0  CO       675,803  04/01/94   1       0      0
 3  RC  0024193     CARLSBER    364 FIFTH AVE          CHULA VISTA     CA  91910   48  RS     1,035,159  05/01/94   1       0      0
 4  RC  0024407     VIKING      TRIANGLE PK SHO        LONG BEACH      CA  90805    0  CO       854,689  12/01/93   1       0      0
 5  RC  0024780     H ANAHEIM   1855S HARBOR DR        ANAHEIM         CA  92802  501  HO    13,848,528  05/01/94   1       0      0
 6  RC  2001130 480             60 LINDEN AVE          LONGBEACH       CA  90802  238  HO     7,235,410                            
 7  RC  2003624     HCASSOC     4425 HARBOR COUNTR     PIERCE COUNTY   CA  98335  109  RS     2,252,153  07/01/94   1       0      0
 8  RC  2004207 385             230 WEST HIGHWAY 436   ALTAMONTE SPRI  FL  32714  202  HO    10,623,005                   
 9  RC  2004511 503             2575 CLAIREMONT DR     SAN DIEGO       CA  92117  102  MO     3,789,548                            
10  RC  2006326     S KAFETZOP  1100 1198 S COAST HW   LAGUNA BEACH    CA  92651    0  CO     3,082,171  06/01/94   1   1,351      0
11  RC  2006333     RSASSOCLTD  75 6040 ALII DR #108   KAILUA KONA     HI  96740    1  RC       580,924  01/01/94   1       0      0
12  RC  2006340     RSASSOCLTD  75 6040 ALII DR #109   KAILUA-KONA     HI  96740    1  RC       712,100  01/01/94   1       0      0
13  RC  2007664     RSPARTNERS  600S IDAHO RD          APACHE JUNCTIO  AZ  85219  680  MP     2,976,999  06/01/94   1       0      1
14  RC  2009202     SCFTHLSINV  8051 8095 SUNRISE E    CITRUS HEIGHTS  CA  95610  144  RS     2,135,900  06/01/94   2       0      0
15  RC  2009219                 5105 5137 ANDREA BLVD  NORTH HIGHLAN   CA  95660  144  RS     1,501,623  06/01/94   2       0      0
16  RC  2009267     E LEFF      75 6040 ALII DR        KAILUA-KONA     HI  96740    1  RC       164,350  05/01/94   1       0  1,899
17  RC  2009592     SSNIJJAR    1448 LAUREL AVE        POMONA          CA  91768   42  RS       842,518  06/01/94   1       0      0
18  RC  2010424     KWDUKE      10522 ARTESIA BLVD     BELLFLOWER      CA  90706   50  RS     1,507,656  06/01/94   1       0      0
19  RC  2011069     GVLTD       37250W FLORIDA AVE     HEMET           CA  92545   41  MP     7,144,764  06/01/94   1       0      0
20  RC  2011250     MERVYNS     18324 CLARK ST         TARZANA         CA  91356   57  RS     4,847,230  02/01/94   1       0      0
21  RC  2011755     THE TUST    2106 -2150 N TUSTIN    SANTA ANA       CA  92701    0  CO     1,731,449  06/01/94   1       0      0
22  RC  2011885 702             16594 ARROW BOULEVA    FONTANA         CA  92335   82  RS     2,902,340                            
23  RC  2012444     SWARANJI    610 670 HUNTINGTON     POMONA          CA  91766   36  RS       852,369  01/01/94   1       0 54,850
24  RC  2012475     DOGARKARIA  2889 2595 WINDSOR DR   SAN BERNARDIN   CA  92484   70  RS     1,778,991  04/01/94   1       0      0
25  RC  2013515     CGAGEN      1829 1841 WORKMAN A    WEST COVINA     CA  91791  141  RS     5,458,563  06/01/94   1       0      0
26  RC  2013584     JCCHEN      218W VERMONT AVE       ANAHEIM         CA  92805   14  RS       820,491  06/01/94   1       0 38,014
27  RC  2013645     SJJOGANI    211S LA FAYETTE PK P   LOS ANGELES     CA  90053   89  RS     3,402,736  06/01/94   1       0 63,122
28  RC  2013683     KFPTR       1325 1337 E WILSHIRE   FULLERTON       CA  92631   42  RS     1,860,714  05/01/94   1       0      0
29  RC  2013768     SJJOGANI    6705 6721 RIVERTON A   NORTH HOLLYWOOD CA  91606   74  RS     2,822,915  12/01/94   1       0 46,128
30  RC  2013775     SJJOGANI    6730 RIVERTON AVE      NORTH HOLLYWOOD CA  91606   40  RS     1,292,680  06/01/94   1       0 14,320
31  RC  2013799     SJJOGANI    9362 HOLDER ST         CYPRESS         CA  90630  127  RS     5,504,429  06/01/94   1       0 26,696
32  RC  2013997 575             830 NORTH WILCOX AVE   MONTEBELLO      CA  90640    7  CO     1,820,088                            
33  RC  2014044     SVBANKER    27301 WHITES CYN RD    CANYON COUNTR   CA  91351   44  RS     1,815,938  06/01/94   1       0      0
34  RC  2014150     SSNIJJAR    3615 3623 GILMAN RD    EL MONTE        CA  91732   36  RS     1,222,696  06/01/94   1       0 55,657
35  RC  2014167     SSNIJJAR    3719 3725 GILMAN RD    EL MONTE        CA  91732   40  RS     1,370,901  06/01/94   1       0 62,266
36  RC  2014174     SSNIJJAR    2628 2630 MAXSON RD    EL MONTE        CA  91732   36  RS     1,148,593  06/01/94   1       0 52,160
37  RC  2014693 870 M PASCALID  14235 VANOWEN ST       VAN NUYS        CA  91405   21  RS       627,802             1              
38  RC  2014884     JSYANG      4505 LOS FELIZ BLVD    LOS ANGELES     CA  90027   32  RS     1,315,318  06/01/94   1   1,056      0
39  RC  2014891     JSYANG      4545 LOS FELIZ BLVD    LOS ANGELES     CA  90027   32  RS     1,312,985  06/01/94   1   1,058      0
40  RC  2014914     JSYANG      4519 LOS FELIZ BLVD    LOS ANGELES     CA  90027   32  RS     1,315,323  06/01/94   1   1,057      0
41  RC  2014921     JSYANG      4533 LOS FELIZ BLVD    LOS ANGELES     CA  90027   32  RS     1,312,848  06/01/94   1     924      0
42  RC  2015207     JADW        18630 BURBANK BLVD     TARZANA         CA  91356   31  RS     2,322,675  02/01/94   1       0      0
43  RC  2015771     SSJOGANI    17171 ROSCOE BLVD      NORTHRIDGE      CA  91325  258  RS    11,122,017  12/01/94   1       0 90,624
44  RC  2015788     SSJOGANI    17171 ROSCOE BLVD      NORTHRIDGE      CA  91325  258  RS     2,092,177  11/01/94   2       0      0
45  RC  2016538     JSYANG      333S ST ANDREWS PL     LOS ANGELES     CA  90020   88  RS     3,073,936  06/01/94   1      21      0
46  RC  2016781 621             12665 GARDEN GROVE B   GARDEN GROVE    CA  92643    0  CO     6,377,046                   
47  RC  2017029 972 SWARANJI    1800 1900 W ORANGE G   POMONA          CA  91678   80  RS     2,365,896             1              
48  RC  2017074     NOBLE/DE     200S MOLLISON AVE     EL CAJON        CA  92020   37  RS     1,014,435  11/01/93   1       0 34,098

                                                                                          Current   Monthly   Original
   Cat. Loan #  Reo   Name         Address                  City       ST   Zip  Suspense Intrst Rt P&I Pymt  Ln Amnt
   ---- ------  ---   ----         -------                  ----       --   ---  -------- --------- --------  ----------
                                                                           
 1  RC  0023756     KIMES       2438 WYANDOTTE ST      MOUNTAIN VALLE  CA  94043        0    8.50%     7,801     850,000 
 2  RC  0023831     DE LA VI    9256 DE LA VINA        SANTA BARBARA   CA  93103        0   11.00%     6,865     800,000
 3  RC  0024193     CARLSBER    364 FIFTH AVE          CHULA VISTA     CA  91910        0    7.25%     8,421   1,300,000
 4  RC  0024407     VIKING      TRIANGLE PK SHO        LONG BEACH      CA  90805        0   11.00%     8,528   1,000,000
 5  RC  0024780     H ANAHEIM   1855S HARBOR DR        ANAHEIM         CA  92802        0   10.00%   121,937  17,000,000
 6  RC  2001130 480             60 LINDEN AVE          LONGBEACH       CA  90802                                           
 7  RC  2003624     HCASSOC     4425 HARBOR COUNTR     PIERCE COUNTY   CA  98335        0    6.46%    16,379   2,500,000
 8  RC  2004207 385             230 WEST HIGHWAY 436   ALTAMONTE SPRI  CA  32714               
 9  RC  2004511 503             2575 CLAIREMONT DR     SAN DIEGO       CA  92117               
10  RC  2006326     S KAFETZOP  1100 1198 S COAST HW   LAGUNA BEACH    CA  92651        0    6.63%    25,499   3,366,000
11  RC  2006333     RSASSOCLTD  75 6040 ALII DR #108   KAILUA KONA     HI  96740        0   12.00%     6,377     620,000
12  RC  2006340     RSASSOCLTD  75 6040 ALII DR #109   KAILUA-KONA     HI  96740        0   12.00%     7,817     760,000
13  RC  2007664     RSPARTNERS  600S IDAHO RD          APACHE JUNCTIO  AZ  85219        0    8.00%    24,577   3,250,000
14  RC  2009202     SCFTHLSINV  8051 8095 SUNRISE E    CITRUS HEIGHTS  CA  95610        0    6.75%    15,683   2,327,000
15  RC  2009219                 5105 5137 ANDREA BLVD  NORTH HIGHLAN   CA  95660        0    6.75%    11,026   1,633,000
16  RC  2009267     E LEFF      75 6040 ALII DR        KAILUA-KONA     HI  96740        0   10.00%     1,569     177,600
17  RC  2009592     SSNIJJAR    1448 LAUREL AVE        POMONA          CA  91768        0    6.21%     8,039     945,000
18  RC  2010424     KWDUKE      10522 ARTESIA BLVD     BELLFLOWER      CA  90706        0    6.13%    10,433   1,700,000
19  RC  2011069     GVLTD       37250W FLORIDA AVE     HEMET           CA  92545        0    6.21%    51,504   7,800,000
20  RC  2011250     MERVYNS    18324 CLARK ST          TARZANA         CA  91356        0    7.08%    35,980   5,200,000
21  RC  2011755     THE TUST    2106 -2150 N TUSTIN    SANTA ANA       CA  92701        0    6.46%    12,490   1,875,000
22  RC  2011885 702             16594 ARROW BOULEVA    FONTANA         CA  92335            
23  RC  2012444     SWARANJI    610 670 HUNTINGTON     POMONA          CA  91766   29,292    5.96%     6,270     910,000
24  RC  2012475     DOGARKARIA  2889 2595 WINDSOR DR   SAN BERNARDIN   CA  92484        0    5.96%    12,045   1,912,500 
25  RC  2013515     CGAGEN      1829 1841 WORKMAN A    WEST COVINA     CA  91791        0    5.96%    36,993   5,700,000
26  RC  2013584     JCCHEN      218W VERMONT AVE       ANAHEIM         CA  92805        0    5.96%     5,561     865,000
27  RC  2013645     SJJOGANI    211S LA FAYETTE PK P   LOS ANGELES     CA  90053    2,657    5.96%    23,549   3,400,000
28  RC  2013683     KFPTR       1325 1337 E WILSHIRE   FULLERTON       CA  92631        0    5.96%    12,589   1,960,000
29  RC  2013768     SJJOGANI    6705 6721 RIVERTON A   NORTH HOLLYWOOD CA  91606   21,429    5.96%    19,740   2,850,000
30  RC  2013775     SJJOGANI    6730 RIVERTON AVE      NORTH HOLLYWOOD CA  91606    5,312    5.96%     8,933   1,283,000
31  RC  2013799     SJJOGANI    9362 HOLDER ST         CYPRESS         CA  90630        0    5.96%    38,094   5,500,000
32  RC  2013997 575             830 NORTH WILCOX AVE   MONTEBELLO      CA  90640 
33  RC  2014044     SVBANKER    27301 WHITES CYN RD    CANYON COUNTR   CA  91351        0    5.96%    12,102   1,900,000
34  RC  2014150     SSNIJJAR    3615 3623 GILMAN RD    EL MONTE        CA  91732        0    6.25%     8,617   1,320,000
35  RC  2014167     SSNIJJAR    3719 3725 GILMAN RD    EL MONTE        CA  91732        0    6.25%     9,661   1,480,000
36  RC  2014174     SSNIJJAR    2628 2630 MAXSON RD    EL MONTE        CA  91732        0    6.25%     8,094   1,240,000
37  RC  2014693 870 M PASCALID  14235 VANOWEN ST       VAN NUYS        CA  91405                 
38  RC  2014884     JSYANG      4505 LOS FELIZ BLVD    LOS ANGELES     CA  90027        0    5.96%     9,030   1,395,000
39  RC  2014891     JSYANG      4545 LOS FELIZ BLVD    LOS ANGELES     CA  90027        0    5.96%     9,014   1,395,000
40  RC  2014914     JSYANG      4519 LOS FELIZ BLVD    LOS ANGELES     CA  90027        0    5.96%     9,030   1,395,000
41  RC  2014921     JSYANG      4533 LOS FELIZ BLVD    LOS ANGELES     CA  90027        0    5.96%     9,013   1,395,000
42  RC  2015207     JADW        18630 BURBANK BLVD     TARZANA         CA  91356        0    5.96%    15,683   2,360,000
43  RC  2015771     SSJOGANI    17171 ROSCOE BLVD      NORTHRIDGE      CA  91325  167,582    6.00%    75,100   6,400,000
44  RC  2015788     SSJOGANI    17171 ROSCOE BLVD      NORTHRIDGE      CA  91325        0   10.00%    17,435   1,714,350
45  RC  2016538     JSYANG      333S ST ANDREWS PL     LOS ANGELES     CA  90020        0    5.96%    20,551   3,262,500
46  RC  2016781 621             12665 GARDEN GROVE B   GARDEN GROVE    CA  92643
47  RC  2017029 972 SWARANJI    1800 1900 W ORANGE G   POMONA          CA  91678                                    
48  RC  2017074     NOBLE/DE     200S MOLLISON AVE     EL CAJON        CA  92020        0    5.96%     7,087   1,061,000

                                                                                   Maturity
    Cat. Loan #  Reo   Name         Address                  City       ST   Zip     Date      Fixed   %FFB 
   ---- ------  ---   ----         -------                  ----       --   ---   ----------  -----  -------
                                                                     
 1  RC  0023756     KIMES       2438 WYANDOTTE ST      MOUNTAIN VALLE  CA  94043  06/01/2014   ARM     90%
 2  RC  0023831     DE LA VI    9256 DE LA VINA        SANTA BARBARA   CA  03103    06/01/95   ARM     90%
 3  RC  0024193     CARLSBER    364 FIFTH AVE          CHULA VISTA     CA  91910  08/01/2000   ARM     90%
 4  RC  0024407     VIKING      TRIANGLE PK SHO        LONG BEACH      CA  90805    09/01/95   ARM     90%
 5  RC  0024780     H ANAHEIM   1855S HARBOR DR        ANAHEIM         CA  92802    12/01/94   ARM     90%
 6  RC  2001130 480             60 LINDEN AVE          LONGBEACH       CA  90802                      100%
 7  RC  2003624     HCASSOC     4425 HARBOR COUNTR     PIERCE COUNTY   CA  98335  06/01/2014   ARM    100%
 8  RC  2004207 385             230 WEST HIGHWAY 436   ALTAMONTE SPRI  CA  32714                      100%
 9  RC  2004511 503             2575 CLAIREMONT DR     SAN DIEGO       CA  92117                      100%
10  RC  2006326     S KAFETZOP  1100 1198 S COAST HW   LAGUNA BEACH    CA  92651  07/01/2014   ARM    100%
11  RC  2006333     RSASSOCLTD  75 6040 ALII DR #108   KAILUA KONA     HI  96740  03/01/2014  Fixed   100%
12  RC  2006340     RSASSOCLTD  75 6040 ALII DR #109   KAILUA-KONA     HI  96740  03/01/2014  Fixed   100%
13  RC  2007664     RSPARTNERS  600S IDAHO RD          APACHE JUNCTIO  AZ  85219  01/01/2000   ARM    100%
14  RC  2009202     SCFTHLSINV  8051 8095 SUNRISE E    CITRUS HEIGHTS  CA  95610  12/01/2000   ARM    100%
15  RC  2009219                 5105 5137 ANDREA BLVD  NORTH HIGHLAN   CA  95660  12/01/2000   ARM    100%
16  RC  2009267     E LEFF      75 6040 ALII DR        KAILUA-KONA     HI  96740    04/01/93  Fixed   100%
17  RC  2009592     SSNIJJAR    1448 LAUREL AVE        POMONA          CA  91768  11/01/2015   ARM    100%
18  RC  2010424     KWDUKE      10522 ARTESIA BLVD     BELLFLOWER      CA  90706  04/01/2016   ARM    100%
19  RC  2011069     GVLTD       37250W FLORIDA AVE     HEMET           CA  92545  08/01/2001   ARM    100%
20  RC  2011250     MERVYNS     18324 CLARK ST         TARZANA         CA  91356    06/01/96   ARM    100%
21  RC  2011755     THE TUST    2106 -2150 N TUSTIN    SANTA ANA       CA  92701  11/01/2001   ARM    100%
22  RC  2011885 702             16594 ARROW BOULEVA    FONTANA         CA  92335                      100%
23  RC  2012444     SWARANJI    610 670 HUNTINGTON     POMONA          CA  91766  01/01/2017   ARM    100%
24  RC  2012475     DOGARKARIA  2889 2595 WINDSOR DR   SAN BERNARDIN   CA  92484  01/01/2017   ARM    100%
25  RC  2013515     CGAGEN      1829 1841 WORKMAN A    WEST COVINA     CA  91791  04/01/2017   ARM    100%
26  RC  2013584     JCCHEN      218W VERMONT AVE       ANAHEIM         CA  92805  04/01/2017   ARM    100%
27  RC  2013645     SJJOGANI    211S LA FAYETTE PK P   LOS ANGELES     CA  90053  04/01/2017   ARM    100%
28  RC  2013683     KFPTR       1325 1337 E WILSHIRE   FULLERTON       CA  92631  04/01/2017   ARM    100%
29  RC  2013768     SJJOGANI    6705 6721 RIVERTON A   NORTH HOLLYWOOD CA  91606  04/01/2017   ARM    100%
30  RC  2013775     SJJOGANI    6730 RIVERTON AVE      NORTH HOLLYWOOD CA  91606  05/01/2017   ARM    100%
31  RC  2013799     SJJOGANI    9362 HOLDER ST         CYPRESS         CA  90630  04/01/2017   ARM    100%
32  RC  2013997 575             830 NORTH WILCOX AVE   MONTEBELLO      CA  90640                      100%
33  RC  2014044     SVBANKER    27301 WHITES CYN RD    CANYON COUNTR   CA  91351  05/01/2017   ARM    100% 
34  RC  2014150     SSNIJJAR    3615 3623 GILMAN RD    EL MONTE        CA  91732  06/01/2017   ARM    100%
35  RC  2014167     SSNIJJAR    3719 3725 GILMAN RD    EL MONTE        CA  91732  06/01/2017   ARM    100%
36  RC  2014174     SSNIJJAR    2628 2630 MAXSON RD    EL MONTE        CA  91732  06/01/2017   ARM    100%
37  RC  2014693 870 M PASCALID  14235 VANOWEN ST       VAN NUYS        CA  91405                      100%
38  RC  2014884     JSYANG      4505 LOS FELIZ BLVD    LOS ANGELES     CA  90027  09/01/2017   ARM    100% 
39  RC  2014891     JSYANG      4545 LOS FELIZ BLVD    LOS ANGELES     CA  90027  09/01/2017   ARM    100%
40  RC  2014914     JSYANG      4519 LOS FELIZ BLVD    LOS ANGELES     CA  90027  09/01/2017   ARM    100%
41  RC  2014921     JSYANG      4533 LOS FELIZ BLVD    LOS ANGELES     CA  90027  09/01/2017   ARM    100%
42  RC  2015207     JADW        18630 BURBANK BLVD     TARZANA         CA  91356  09/01/2017   ARM    100%
43  RC  2015771     SSJOGANI    17171 ROSCOE BLVD      NORTHRIDGE      CA  91325    10/01/97   ARM    100%
44  RC  2015788     SSJOGANI    17171 ROSCOE BLVD      NORTHRIDGE      CA  91325    12/01/94   ARM    100% 
45  RC  2016538     JSYANG      333S ST ANDREWS PL     LOS ANGELES     CA  90020  01/01/2018   ARM    100%
46  RC  2016781 621             12665 GARDEN GROVE B   GARDEN GROVE    CA  92643                      100%
47  RC  2017029 972 SWARANJI    1800 1900 W ORANGE G   POMONA          CA  91678                      100%
48  RC  2017074     NOBLE/DE     200S MOLLISON AVE     EL CAJON        CA  92020  03/01/2018   ARM    100%

                                                                48

MORTGAGE LOAN SCHEDULE           Figures as of 5/31/94             Report Date:

Recovery Corp

 
                                                                                                                      Escrow Escrow
    Cat. Loan #  REO Name        Address                City            ST  Zip   Units PType  FFB Gross  Due Dt   Pos  Bal    Adv
    ---- ------- --- ----        -------                ----            --  ---   ----- -----  ---------  ------   --- ----- -------
                                                                                 
49  RC   2017180     JDPRICE     331 371 RAILROAD CA    LAKE ELSINORE   CA  92330     0  CO    1,725,941  02/01/94  1      0       0
50  RC   2017203     KAJ-RKC     9215 9227 WAKEFIELD    PANORAMA CITY   CA  91402    29  RS    1,243,039  05/01/94  1      0  33,548
51  RC   2017319     C CRAIL     20243 20259 COHASSET   CANOGA PARK     CA  91306    23  RS    1,343,730  02/01/94  1      0       0
52  RC   2017326     C CRAIL     20146 20258 COHASSET   CANOGA PARK     CA  91306   131  RS    6,814,628  02/01/94  1      0       0
53  RC   2017333     C CRAIL     20147 20203 35 COHASS  CANOGA PARK     CA  91306    50  RS    2,879,420  02/01/94  1      0       0
54  RC   2017654     CCYINGLEE   ONE W DUARTE RD        ARCADIA         CA  91007     0  CO    1,531,604  06/01/94  1      0       0
55  RC   2017708 957 PHACALIF    8421 8441 15TH ST      WESTMINSTER     CA  92683    36  RS    1,411,930            1
56  RC   2017975     SILTD       11035 OTSEGO ST        NORTH HOLLYWOO  CA  91601    36  RS    2,185,872  06/01/94  1      0       0
57  RC   2018152     L KAPLAN    14314 14320 26 MULBER  WHITTIER        CA  90603    72  RS    2,931,848  06/01/94  1      0       0
58  RC   2018169     L KAPLAN    14340 14346 52 MULBER  WHITTIER        CA  90603    63  RS    2,538,300  06/01/94  1      0       0
59  RC   2018633     CFNIELSEN   8721 OWENSMOUTH AVE.   CHATSWORTH      CA  91304    40  RS    1,619,617  02/01/93  1      0 100,000
60  RC   2018671 479             43214 BLACKDEER LOOP   RANCHO CALIFO   CA  92590     0  ID    1,775,493
61  RC   2018695                 19307 19327 VENTURA B  TARZANA         CA  91356     0  CO    2,733,018  08/01/93  1      0     210
62  RC   2018848 618             1700 EAST DATE STREET  SAN BERNARDIN   CA  92404   251  RS    8,411,009
63  RC   2019520     SSNIJJAR    14125 COTEAU DR        WHITTIER        CA  90604    36  RS    1,350,659  09/01/93  1      0  44,658
64  RC   2019933     A YAU       15543 NORDHOFF ST      SEPULVEDA       CA  91343    48  RS    1,451,675  01/01/94  1      0       0
65  RC   2019971     PCKRIKORIA  10220 10222 CAMARILLO  NORTH HOLLYWOO  CA  91602    23  RS    1,582,328  03/01/94  1      0       0
66  RC   2019995     RWSTEVENSO  17525 ALDER ST         HESPERIA        CA  92345     0  ID      998,820  02/01/93  1      0  49,357
67  RC   2021011 497             12622 THRU 12732 BUAR  GARDEN GROVE    CA  92640   136  RS    8,414,232
68  RC   2021134     RPLTD       222W HOUSTON AVE       FULLERTON       CA  92632   289  HO   10,191,830  06/01/94  1      0       0
69  RC   2021455     DSKIM       9884 ALDER AVE         BLOOMINGTON     CA  92316    60  RS    1,788,548  06/01/94  1  2,635       0
70  RC   2021509 866 KHBALTER    6405 NIGHTINGALE ST    VENTURA         CA  93003    14  RS      730,026            1
71  RC   2021699 654 OOHOMEOL    NORTH OF AVE P         PALMDALE        CA  93550    74  LD    8,540,966            1
72  RC   2022335 485             1481 WEST 7TH STREET   UPLAND          CA  91786   130  RS    5,766,106
73  RC   2022649     1HABBOOIAT  11844 HESBY ST         NORTH HOLLYWD   CA  91601    86  RS    2,526,973  03/01/94  1      0       0
74  RC   2022731     JKBAO       1325S HOOVER ST        LOS ANGELES     CA  90006    33  RS    1,184,971  06/01/94  1      0   1,980
75  RC   2022946     WEWALKER    4315 DON TOMASODR      LOS ANGELES     CA  90006    38  RS    1,462,203  03/01/94  1      0       0
76  RC   2022960     VCPALMSLTD  1345 CABRILLO PK DR    SANTA ANA       CA  92701   272  RS   13,583,166  06/01/94  1 16,446       0
77  RC   2022991 673             15704 15714-24 ORANGE  PARAMOUNT       CA  90723   109  RS    4,621,046
78  RC   2023000     MMHARMATZ   19237 BRYANT ST        NORTHRIDGE      CA  91324    16  RS      859,411  02/01/94  1      0   8,886
79  RC   2023031     CRLANEPTRS  21011 CANADA RD        EL TORO         CA  92630    76  RS    3,974,468  06/01/94  1 28,412       0
80  RC   2023475 789             1605 E. FRONT ST       PORT ANGELES    WA  98362     0  CO      746,168
81  RC   2023482     TRVTURE     10568SECHERRY BLOSS    PORTLAND        OR  97216   120  RS    3,583,885  06/01/94  1  2,757       0
82  RC   2023949 561             933 FAIRWAY DRIVE      COLTON          CA  92324   124  RS    4,307,483
83  RC   2024836     LFJACOBS    20358 SATICOY ST       CANOGA PARK     CA  91306    44  RS    1,578,495  09/01/93  1      0  71,987
84  RC   2025303 933 BSENTERPRI  5015 CLINTON ST        LOS ANGELES     CA  90004    50  RS    4,308,895            1
85  RC   2061494 333             75-6040 ALLI DR #407   KAILUA KONA     HI  96740     1  RC      325,614
86  RC   2061517 334             75-6040 ALII DR #519   KAILUA KONA     HI  96740     1  RC      329,991
87  RC   2061531 335             75-6040 ALLI DR #518   KAILUA KONA     HI  96740     1  RC      357,086
88  RC   2061548 336             75-6040 ALII DR #111   KAILUA KONA     HI  96740     1  RC      257,987
89  RC   2071675 259             75-6040 ALII DR #207   KAILUA KONA     HI  96740     1  RC      151,990
90  RC   2154648 873 IWINV       21115 SATICOY ST       CANOGA PARK     CA  91304    32  RS      923,770            1
91  RC   2154655     1RBLVD      19950 ROSCOE BLVD      CANOGA PARK     CA  91306    31  RS    1,016,687  02/01/94  1      0     723
92  RC   2160384     TEJOHNSON   4330 53RD ST           SAN DIEGO       CA  92115    19  RS      544,390  07/01/93  1      0  14,519
93  RC   2204437     GRANDVIE    141 GRAND VIEW ST      ENCINITAS       CA  92024    28  RS    1,372,861  06/01/94  1      0       0
94  RC   2207245     RDSARACENO  2612 2700 EL SEGUNDO   GARDENA         CA  90249    16  RS      640,398  06/01/94  1      0  13,752
95  RC   2208507 852             1710 1714 GRISMER AV   BURBANK         CA  91504    28  RS      875,662            1
96  RC   2213592   6 CALIF/CO    340 O'KEEFE ST         EAST PALO ALTO  CA  94303    21  RS      602,695            1

                                                                                            Current   Monthly   Original
    Cat. Loan #  REO Name        Address                City            ST  Zip    Suspense Intrst Rt P&I Pymt  Ln Amnt 
    ---- ------  --- ----        -------                ----            --  ---    -------- --------- --------  ----------
                                                                             
49  RC   2017180     JDPRICE     331 371 RAILROAD CA    LAKE ELSINORE   CA  92330         0    7.25%    12,597   1,800,000
50  RC   2017203     KAJ-RKC     9215 9227 WAKEFIELD    PANORAMA CITY   CA  91402         0    5.96%     8,630   1,300,000
51  RC   2017319     C CRAIL     20243 20259 COHASSET   CANOGA PARK     CA  91306     8,870    5.96%     9,291   1,400,000
52  RC   2017326     C CRAIL     20146 20258 COHASSET   CANOGA PARK     CA  91306    44,985    5.96%    47,117   7,100,000
53  RC   2017333     C CRAIL     20147 20203 35 COHASS  CANOGA PARK     CA  91306    19,008    5.96%    19,909   3,000,000
54  RC   2017654     CCYINGLEE   ONE W DUARTE RD        ARCADIA         CA  91007         0    6.21%    10,742   1,615,000
55  RC   2017708 957 PHACALIF    8421 8441 15TH ST      WESTMINSTER     CA  92683 
56  RC   2017975     SILTD       11035 OTSEGO ST        NORTH HOLLYWOO  CA  91601         0    5.96%    14,859   2,360,000
57  RC   2018152     L KAPLAN    14314 14320 26 MULBER  WHITTIER        CA  90603         0    5.96%    20,105   3,087,200
58  RC   2018169     L KAPLAN    14340 14346 52 MULBER  WHITTIER        CA  90603         0    5.96%    17,406   2,672,800
59  RC   2018633     CFNIELSEN   8721 OWENSMOUTH AVE.   CHATSWORTH      CA  91304    13,880    5.96%    11,648   1,650,000
60  RC   2018671 479             43214 BLACKDEER LOOP   RANCHO CALIFO   CA  92590 
61  RC   2018695                 19307 19327 VENTURA B  TARZANA         CA  91356         0    7.25%    19,871   2,800,000
62  RC   2018848 618             1700 EAST DATE STREET  SAN BERNARDIN   CA  92404   
63  RC   2019520     SSNIJJAR    14125 COTEAU DR        WHITTIER        CA  90604    31,700    6.06%     9,349   1,387,500
64  RC   2019933     A YAU       15543 NORDHOFF ST      SEPULVEDA       CA  91343         0    6.48%    10,273   1,505,000
65  RC   2019971     PCKRIKORIA  10220 10222 CAMARILLO  NORTH HOLLYWOO  CA  91602         0    6.11%    11,110   1,620,000
66  RC   2019995     RWSTEVENSO  17525 ALDER ST         HESPERIA        CA  92345     2,288    6.46%     7,461   1,100,000
67  RC   2021011 497             12622 THRU 12732 BUAR  GARDEN GROVE    CA  92640 
68  RC   2021134     RPLTD       222W HOUSTON AVE       FULLERTON       CA  92632         0    6.88%    71,085  10,500,000
69  RC   2021455     DSKIM       9884 ALDER AVE         BLOOMINGTON     CA  92316         0    6.21%    11,829   2,310,000
70  RC   2021509 866 KHBALTER    6405 NIGHTINGALE ST    VENTURA         CA  93003 
71  RC   2021699 654 OOHOMEOL    NORTH OF AVE P         PALMDALE        CA  93550   
72  RC   2022335 485             1481 WEST 7TH STREET   UPLAND          CA  91786 
73  RC   2022649     1HABBOOIAT  11844 HESBY ST         NORTH HOLLYWD   CA  91601    22,323    6.50%    17,303   2,548,000
74  RC   2022731     JKBAO       1325S HOOVER ST        LOS ANGELES     CA  90006         0    6.46%     8,236   1,680,000
75  RC   2022946     WEWALKER    4315 DON TOMASODR      LOS ANGELES     CA  90006         0    6.71%    10,694   1,500,000
76  RC   2022960     VCPALMSLTD  1345 CABRILLO PK DR    SANTA ANA       CA  92701         0    6.71%    93,704  14,000,000 
77  RC   2022991 673             15704 15714-24 ORANGE  PARAMOUNT       CA  90723 
78  RC   2023000     MMHARMATZ   19237 BRYANT ST        NORTHRIDGE      CA  91324         0    6.11%     5,939     850,000
79  RC   2023031     CRLANEPTRS  21011 CANADA RD        EL TORO         CA  92630         0    6.21%    25,394   5,500,000 
80  RC   2023475 789             1605 E. FRONT ST       PORT ANGELES    WA  98362 
81  RC   2023482     TRVTURE     10568SECHERRY BLOSS    PORTLAND        OR  97216         0    9.25%    29,821   2,800,000
82  RC   2023949 561             933 FAIRWAY DRIVE      COLTON          CA  92324 
83  RC   2024836     LFJACOBS    20358 SATICOY ST       CANOGA PARK     CA  91306         0    6.75%    10,858   1,625,000
84  RC   2025303 933 BSENTERPRI  5015 CLINTON ST        LOS ANGELES     CA  90004 
85  RC   2061494 333             75-6040 ALLI DR #407   KAILUA KONA     HI  96740 
86  RC   2061517 334             75-6040 ALII DR #519   KAILUA KONA     HI  96740 
87  RC   2061531 335             75-6040 ALLI DR #518   KAILUA KONA     HI  96740 
88  RC   2061548 336             75-6040 ALII DR #111   KAILUA KONA     HI  96740 
89  RC   2071675 259             75-6040 ALII DR #207   KAILUA KONA     HI  96740 
90  RC   2154648 873 IWINV       21115 SATICOY ST       CANOGA PARK     CA  91304 
91  RC   2154655     1RBLVD      19950 ROSCOE BLVD      CANOGA PARK     CA  91306    13,543    5.96%     9,369   1,125,000
92  RC   2160384     TEJOHNSON   4330 53RD ST           SAN DIEGO       CA  92115         0    6.28%     4,072     580,000
93  RC   2204437     GRANDVIE    141 GRAND VIEW ST      ENCINITAS       CA  92024         0    5.96%     9,304   1,440,000
94  RC   2207245     RDSARACENO  2612 2700 EL SEGUNDO   GARDENA         CA  90249         0    6.06%     4,408     660,000
95  RC   2208507 852             1710 1714 GRISMER AV   BURBANK         CA  91504 
96  RC   2213592   6 CALIF/CO    340 O'KEEFE ST         EAST PALO ALTO  CA  94303 

                                                                                     Maturity       ARM/
    Cat. Loan #  REO Name        Address                City            ST  Zip        Date         Fixed     %FFB
    ---- ------  --- ----        -------                ----            --  ---      --------       -----     ----
                                                                                  
49  RC   2017180     JDPRICE     331 371 RAILROAD CA    LAKE ELSINORE   CA  92330    05/01/2003       ARM     100%
50  RC   2017203     KAJ-RKC     9215 9227 WAKEFIELD    PANORAMA CITY   CA  91402    05/01/2018       ARM     100%
51  RC   2017319     C CRAIL     20243 20259 COHASSET   CANOGA PARK     CA  91306    04/01/2018       ARM     100%
52  RC   2017326     C CRAIL     20146 20258 COHASSET   CANOGA PARK     CA  91306    04/01/2018       ARM     100%
53  RC   2017333     C CRAIL     20147 20203 35 COHASS  CANOGA PARK     CA  91306    04/01/2018       ARM     100%
54  RC   2017654     CCYINGLEE   ONE W DUARTE RD        ARCADIA         CA  91007    07/01/2003       ARM     100%
55  RC   2017708 957 PHACALIF    8421 8441 15TH ST      WESTMINSTER     CA  92683                             100%
56  RC   2017975     SILTD       11035 OTSEGO ST        NORTH HOLLYWOO  CA  91601    08/01/2018       ARM     100%
57  RC   2018152     L KAPLAN    14314 14320 26 MULBER  WHITTIER        CA  90603    07/01/2018       ARM     100%
58  RC   2018169     L KAPLAN    14340 14346 52 MULBER  WHITTIER        CA  90603    07/01/2018       ARM     100%
59  RC   2018633     CFNIELSEN   8721 OWENSMOUTH AVE.   CHATSWORTH      CA  91304    11/01/2018       ARM     100%
60  RC   2018671 479             43214 BLACKDEER LOOP   RANCHO CALIFO   CA  92590                             100%
61  RC   2018695                 19307 19327 VENTURA B  TARZANA         CA  91356    12/01/2003       ARM     100%
62  RC   2018848 618             1700 EAST DATE STREET  SAN BERNARDIN   CA  92404                             100%
63  RC   2019520     SSNIJJAR    14125 COTEAU DR        WHITTIER        CA  90604    03/01/2019       ARM     100%
64  RC   2019933     A YAU       15543 NORDHOFF ST      SEPULVEDA       CA  91343    06/01/2019       ARM     100%
65  RC   2019971     PCKRIKORIA  10220 10222 CAMARILLO  NORTH HOLLYWOO  CA  91602    03/01/2019       ARM     100%
66  RC   2019995     RWSTEVENSO  17525 ALDER ST         HESPERIA        CA  92345    11/01/2004       ARM     100%
67  RC   2021011 497             12622 THRU 12732 BUAR  GARDEN GROVE    CA  92640                             100%
68  RC   2021134     RPLTD       222W HOUSTON AVE       FULLERTON       CA  92632    07/01/2004       ARM     100%
69  RC   2021455     DSKIM       9884 ALDER AVE         BLOOMINGTON     CA  92316    10/01/2019       ARM     100%
70  RC   2021509 866 KHBALTER    6405 NIGHTINGALE ST    VENTURA         CA  93003                             100%
71  RC   2021699 654 OOHOMEOL    NORTH OF AVE P         PALMDALE        CA  93550    100%
72  RC   2022335 485             1481 WEST 7TH STREET   UPLAND          CA  91786                             100%
73  RC   2022649     1HABBOOIAT  11844 HESBY ST         NORTH HOLLYWD   CA  91601    03/01/2021       ARM     100%
74  RC   2022731     JKBAO       1325S HOOVER ST        LOS ANGELES     CA  90006    03/01/2020       ARM     100%
75  RC   2022946     WEWALKER    4315 DON TOMASODR      LOS ANGELES     CA  90006    03/01/2020       ARM     100%
76  RC   2022960     VCPALMSLTD  1345 CABRILLO PK DR    SANTA ANA       CA  92701    04/01/2020       ARM     100%
77  RC   2022991 673             15704 15714-24 ORANGE  PARAMOUNT       CA  90723                             100%
78  RC   2023000     MMHARMATZ   19237 BRYANT ST        NORTHRIDGE      CA  91324    03/01/2020       ARM     100%
79  RC   2023031     CRLANEPTRS  21011 CANADA RD        EL TORO         CA  92630    07/01/2000       ARM     100%
80  RC   2023475 789             1605 E. FRONT ST       PORT ANGELES    WA  98362                             100%
81  RC   2023482     TRVTURE     10568SECHERRY BLOSS    PORTLAND        OR  97216      08/01/95       ARM     100%
82  RC   2023949 561             933 FAIRWAY DRIVE      COLTON          CA  92324                             100%
83  RC   2024836     LFJACOBS    20358 SATICOY ST       CANOGA PARK     CA  91306    08/01/2006       ARM     100%
84  RC   2025303 933 BSENTERPRI  5015 CLINTON ST        LOS ANGELES     CA  90004                             100%
85  RC   2061494 333             75-6040 ALLI DR #407   KAILUA KONA     HI  96740                             100%
86  RC   2061517 334             75-6040 ALII DR #519   KAILUA KONA     HI  96740                             100%
87  RC   2061531 335             75-6040 ALLI DR #518   KAILUA KONA     HI  96740                             100%
88  RC   2061548 336             75-6040 ALII DR #111   KAILUA KONA     HI  96740                             100%
89  RC   2071675 259             75-6040 ALII DR #207   KAILUA KONA     HI  96740                             100%
90  RC   2154648 873 IWINV       21115 SATICOY ST       CANOGA PARK     CA  91304                             100%
91  RC   2154655     1RBLVD      19950 ROSCOE BLVD      CANOGA PARK     CA  91306    11/01/2015       ARM     100%
92  RC   2160384     TEJOHNSON   4330 53RD ST           SAN DIEGO       CA  92115    01/01/2016       ARM     100%
93  RC   2204437     GRANDVIE    141 GRAND VIEW ST      ENCINITAS       CA  92024    04/01/2017       ARM     100%
94  RC   2207245     RDSARACENO  2612 2700 EL SEGUNDO   GARDENA         CA  90249    12/01/2016       ARM     100%
95  RC   2208507 852             1710 1714 GRISMER AV   BURBANK         CA  91504                             100%
96  RC   2213592   6 CALIF/CO    340 O'KEEFE ST         EAST PALO ALTO  CA  94303                             100%

                                                                50

MORTGAGE LOAN SCHEDULE          Figures as of 5/31/94

Recovery Corp

 

      Cat.   Loan #    REO      Name            Address                City         ST     Zip
      ----   -------   ---   ----------   ---------------------        ----         --    -----
                                                                  
 97    RC    2221869         W MASON      118N HILLCREST BLVD     INGLEWOOD         CA    90301
 98    RC    2242507         GROUP I      2012S MOUNTAIN AVE      DUARTE            CA    91010
 99    RC    2260994         C VANDERVE   2840 MARIQUITA ST       LONG BEACH        CA    90803
100    RC    2262853         AADESAI      8856 WILLIS AVE         PANORAMA CITY     CA    91402
101    RC    2263016         GROUP I      1420 1446 LAUREL AVE    POMONA            CA    91768
102    RC    2267278         EJMATTHES    4245 4247 W 182ND ST    TORRANCE          CA    90504
103    RC    2273945   843   EGHAGGAR     10346 COMMERCE AVE      TUJUNGA           CA    91042
104    RC    2274924         GROUP I      13938 LUBICAN ST        BALDWIN PARK      CA    91706
105    RC    2279950         RLHOWARD     811 831 S 47TH ST       SAN DIEGO         CA    92113
106    RC    2285306   847   GWKOOBA      4023W 141ST ST 1 11     HAWTHORNE         CA    90250
107    RC    2285931         C PROPERTI   3030 3038 GARNET LN     FULLERTON         CA    92631
108    RC    2296078         SSNIJJAR     1127 1133 WANAMAKER     COVINA            CA    91724
109    RC    2296085         SSNIJJAR     1141 1147 WANAMAKER     COVINA            CA    91724
110    RC    2296092         SSNIJJAR     1155 1161 WANAMAKER     COVINA            CA    91724
111    RC    2296108         SSNIJJAR     1171 1175 WANAMAKER     COVINA            CA    91724
112    RC    2296115         SSNIJJAR     1201 1205 WANAMAKER     COVINA            CA    91724
113    RC    2296122         SSNIJJAR     1211 1217 WANAMAKER     COVINA            CA    91724
114    RC    2296139         SSNIJJAR     1225 1231 WANAMAKER     COVINA            CA    91724
115    RC    2296146         SSNIJJAR     1241 1245 WANAMAKER     COVINA            CA    91724
116    RC    2296153         SSNIJJAR     1255 1261 WANAMAKER     COVINA            CA    91724
117    RC    2296160         SSNIJJAR     1136 1142 WANAMAKER     COVINA            CA    91724
118    RC    2296177         SSNIJJAR     1148 1154 WANAMAKER     COVINA            CA    91724
119    RC    2297002         SSNIJJAR     1160 1168 WANAMAKER     COVINA            CA    91724
120    RC    2297019         SSNIJJAR     1174 1182 WANAMAKER     COVINA            CA    91724
121    RC    2297026         SSNIJJAR     1202 1206 WANAMAKER     COVINA            CA    91724
122    RC    2297033         SSNIJJAR     1214 1220 WANAMAKER     COVINA            CA    91724
123    RC    2297040         SSNIJJAR     1226 1234 WANAMAKER     COVINA            CA    91724
124    RC    2297057         SSNIJJAR     1242 1248 WANAMAKER     COVINA            CA    91724
125    RC    2297064         SSNIJJAR     1254 1260 WANAMAKER     COVINA            CA    91724
126    RC    2297071         SSNIJJAR     1103 1109 BADILLO ST    COVINA            CA    91724
127    RC    2297088         SSNIJJAR     1137 1141 BADILLO ST    COVINA            CA    91724
128    RC    2297095         SSNIJJAR     1149 1155 BADILLO ST    COVINA            CA    91724
129    RC    2297101         SSNIJJAR     1163 1167 BADILLO ST    COVINA            CA    91724
130    RC    2297118         SSNIJJAR     1175 1181 BADILLO ST    COVINA            CA    91724
131    RC    2297125         SSNIJJAR     1203 1209 BADILLO ST    COVINA            CA    91724
132    RC    2297132         SSNIJJAR     1215 1221 BADILLO ST    COVINA            CA    91724
133    RC    2297149         SSNIJJAR     1229 1235 BADILLO ST    COVINA            CA    91724
134    RC    2297156         SSNIJJAR     1243 1247 BADILLO ST    COVINA            CA    91724
135    RC    2297163         SSNIJJAR     1255 1261 BADILLO ST    COVINA            CA    91724
136    RC    2297170         SSNIJJAR     1269 1275 BADILLO ST    COVINA            CA    91724
137    RC    2297187         SSNIJJAR     149 167 NEARGLEN AV     COVINA            CA    91724
138    RC    2297194         SSNIJJAR     133 139 NEARGLEN AV     COVINA            CA    91724
139    RC    2297200         SSNIJJAR     1117 BADILLO ST         COVINA            CA    91724
140    RC    2297217         SSNIJJAR     125 NEARGLEN AVE        COVINA            CA    91724
141    RC    2297224         SSNIJJAR     163 167 GLENDORA AV     COVINA            CA    91724
142    RC    2297231         SSNIJJAR     129 133 GLENDORA        COVINA            CA    91724
143    RC    2297804         GROUP I      3940 BALDWIN PK BLVD    BALDWIN PARK      CA    91706
144    RC    2313409         GROUP I      752 790 LA MESA         POMONA            CA    91766

 
 
                                                        Escrow   Escrow
      Units   PType    FFB Gross     Due Dt     Pos      Bal      Adv
      -----   -----   -----------   --------   ------   ------   ------
                                            
 97    26      RS       1,021,162   06/01/94      1          0        0
 98    10      RS         286,655   06/01/94      1          0    7,871
 99     8      RS         530,769   11/01/92      1          0   30,492
100    24      RS         917,528   02/01/94      1          0        0
101    14      RS         361,699   06/01/94      1          0    8,431
102    28      RS       1,247,931   06/01/94      1          0        0
103    12      RS         625,974                 1
104     6      RS         192,810   06/01/94      1          0    5,530
105    23      RS         888,606   06/01/92      1          0   17,798
106    11      RS         499,909                 1
107     8      RS         423,673   12/01/91      1          0   23,622
108     8      RS         279,420   06/01/94      1          0    7,683
109     8      RS         279,420   06/01/94      1          0    7,676
110     8      RS         279,420   06/01/94      1          0    7,677
111     8      RS         279,420   06/01/94      1          0    7,677
112     8      RS         279,420   06/01/94      1          0    7,677
113     8      RS         279,420   06/01/94      1          0    7,677
114     8      RS         279,420   06/01/94      1          0    7,679
115     8      RS         279,420   06/01/94      1          0    7,679
116     8      RS         279,420   06/01/94      1          0    7,677
117     8      RS         279,420   06/01/94      1          0    7,688
118     8      RS         279,420   06/01/94      1          0    7,679
119     8      RS         279,474   06/01/94      1          0    7,679
120     8      RS         279,420   06/01/94      1          0    7,679
121     8      RS         279,420   06/01/94      1          0    7,679
122     8      RS         279,420   06/01/94      1          0    7,679
123     8      RS         279,339   06/01/94      1          0    7,681
124     8      RS         279,420   06/01/94      1          0    7,681
125     8      RS         279,420   06/01/94      1          0    7,962
126     8      RS         279,420   06/01/94      1          0    7,714
127     8      RS         279,420   06/01/94      1          0    7,688
128     8      RS         279,420   06/01/94      1          0    7,679
129     8      RS         279,420   06/01/94      1          0    7,679
130     8      RS         279,420   06/01/94      1          0    7,711
131     8      RS         279,420   06/01/94      1          0    7,711
132     8      RS         279,420   06/01/94      1          0    7,711
133     8      RS         279,420   06/01/94      1          0    7,679
134     8      RS         279,420   06/01/94      1          0    7,679
135     8      RS         279,420   06/01/94      1          0    7,679
136     8      RS         279,420   06/01/94      1          0    7,688
137    19      RS         612,007   06/01/94      1          0   16,025
138    10      RS         322,109   06/01/94      1          0    8,930
139     6      RS         192,877   06/01/94      1          0    5,790
140     5      RS         162,995   06/01/94      1          0    4,899
141    10      RS         322,109   06/01/94      1          0    8,937
142     4      RS         130,396   06/01/94      1          0    3,807
143     6      RS         169,461   06/01/94      1          0    5,942
144    20      RS         600,719   06/01/94      1          0   24,064

 
 
                  Current     Monthly   Original                  ARM/
      Suspense   Intrst Rt   P&I Pymt    Ln Amnt    Maturity Dt   Fixed   %FFB
      --------   ---------   --------   ---------   -----------   -----   -----
                                                     
 97          0      5.96%      7,067    1,084,000    08/01/2017    ARM    100%
 98          0      5.96%      1,424      292,000    11/01/2017    ARM    100%
 99          0      6.21%      4,545      525,000    01/01/2018    ARM    100%
100          0      5.96%      6,092      900,000    01/01/2018    ARM    100%
101          0      5.96%      1,796      367,500    11/01/2017    ARM    100%
102          0      5.96%      8,266    1,320,000    03/01/2018    ARM    100%
103                                                                       100%
104          0      6.06%        974      195,000    03/01/2018    ARM    100%
105    127,156      5.96%      7,081      896,250    04/01/2018    ARM    100%
106                                                                       100%
107    118,902      6.06%      3,802      415,200    07/01/2018    ARM    100%
108          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
109          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
110          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
111          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
112          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
113          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
114          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
115          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
116          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
117          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
118          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
119          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
120          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
121          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
122          0      6.06%      1,952      288,000    06/01/2018    ARM    100%
123          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
124          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
125          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
126          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
127          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
128          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
129          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
130          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
131          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
132          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
133          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
134          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
135          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
136          0      6.06%      1,953      288,000    06/01/2018    ARM    100%
137          0      6.06%      4,278      630,800    06/01/2018    ARM    100%
138          0      6.06%      2,251      332,000    06/01/2018    ARM    100%
139          0      6.06%      1,348      198,800    06/01/2018    ARM    100%
140          0      6.06%      1,139      168,000    06/01/2018    ARM    100%
141          0      6.06%      2,251      332,000    06/01/2018    ARM    100%
142          0      6.06%        911      134,400    06/01/2018    ARM    100%
143          0      6.06%        856      171,000    07/01/2018    ARM    100%
144          0      5.96%      2,984      616,700    09/01/2018    ARM    100%

                                      50

 
MORTGAGE LOAN SCHEDULE          Figures as of 5/31/94

Recovery Corp

 

      Cat.   Loan #    Reo      Name            Address                City         ST     Zip  
      ----   -------   ---   ----------   ---------------------        ----         --    -----
                                                                    
145    RC    2313577         GROUP I      4037 41 LA RICA AVE     BALDWIN PARK      CA    91706
146    RC    2313720         AMARGUELLO   1323 1327 N KINGSLEY    LOS ANGELES       CA    90027
147    RC    2313973         GROUP I      416N GARFIELD AVE       PASADENA          CA    91101
148    RC    2317999         SSNIJJAR     2662 SANTA ANITA AVE    EL MONTE          CA    91733
149    RC    2318787         T WEISSER    1000E SYCAMORE ST A     ANAHEIM           CA    92805
150    RC    2319339         AMARGUELLO   6330 ORANGE ST          LOS ANGELES       CA    90048
151    RC    2319346         M ITO        234 3638 HOOVER ST      LOS ANGELES       CA    90004
152    RC    2324461         G PARTNERS   7138 7146 GREELEY ST    TUJUNGA           CA    91042
153    RC    2324683         GROUP I      1363 AND 1365 14 EL     PASADENA          CA    91105
154    RC    2328920         IMLLUIS      1135 1139 LINDEN AVE    GLENDALE          CA    91201
156    RC    2333564         RATSTE       966N MARIPOSA AVE       LOS ANGELES       CA    90029
157    RC    2334369         GROUP I      1614E KINGSLEY AVE      POMONA            CA    91787
158    RC    2338798         MDCO         540N HAYWORTH AVE       LOS ANGELES       CA    90048
159    RC    2341208   882   ROSECRAN     4101 ROSECRANS AVE      LAWNDALE          CA    90260
160    RC    2342346         GROUP I      10814 10820 KLINGERM    SOUTH EL MONT     CA    91733
161    RC    2342360   943   SSNIJJAR     4038 4038 MAXSON RD     EL MONTE          CA    91732
162    RC    2343141   898   TTCAO        1017 SONORA AVE         GLENDALE          CA    91201
163    RC    2343691         GROUP I      1332 CALIFORNIA AVE     MONROVIA          CA    91016
164    RC    2345277         AETRUSTEE    800 SUNJOY DR           HEMET             CA    92543
165    RC    2345994                      1750 1754 REDONDO A     LONG BEACH        CA    90804
166    RC    2347242         JCNG         7308 HASKELL AVE        VAN NUYS          CA    91406
167    RC    2349422                      7034 VASSAR AVE         CANOGA PARK       CA    91303
168    RC    2350149   850   L GUAPO      1639E KINGSLEY AVE      POMONA            CA    91767
169    RC    2350996   980   RA22LTD      7901 RESEDA BLVD        RESEDA            CA    91335
170    RC    2371290         M PATEL      1400 CAMDEN AVE         LOS ANGELES       CA    90025
171    RC    2375667   534                22878 & 22936 REPUBLIC  MORENO VALLEY     CA    92360
172    RC    2377069         L PROPERTI   311N 7TH ST             BURBANK           CA    91501
173    RC    2377380         ROMACIBORS   10325 LEHIGH AVE        MONTCLAIR         CA    91763
174    RC    2378666         KWDRINNON    5241 CARTWRIGHT AVE     NORTH HOLLYWOOD   CA    91601
175    RC    2383796         AMARGUELLO   2199W 26TH PL           LOS ANGELES       CA    90018 
176    RC    2384791   684                531 WEST HYDE PARK B    INGLEWOOD         CA    90302
177    RC    2386728         D CRIMMINS   1207 1211 1215 HUFF     SAN BERNADIN      CA    92410
178    RC    2388410         SMNIINO      68160 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
179    RC    2388427         SMNIINO      68170 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
180    RC    2388434         SMNIINO      68180 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
181    RC    2388441         SMNIINO      68090 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
182    RC    2388458         SMNIINO      68100 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
183    RC    2388472         SMNIINO      68140 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
184    RC    2388489         SMNIINO      68150 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
185    RC    2388498         SMNIINO      68110 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
186    RC    2388502         SMNIINO      68120 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
187    RC    2388519         SMNIINO      68130 CALLE LAS TIEND   DESERT HOT SPR    CA    92240
188    RC    2388588   911   RLCLUTARIO   11058 CANTLAY ST        SUN VALLEY        CA    91352
189    RC    2390079   893   J ALEXANDE   134 KELSO ST            INGLEWOOD         CA    90301
190    RC    2390888         PBPEREZ      3265 CATTARAUGUS A      LOS ANGELES       CA    90034
191    RC    2391584         D CRIMMINS   1777 1791 CONEJO DR     SAN BERNADIN      CA    92404
192    RC    2393382         RICHARD/     1185N NORMANDIE AVE     LOS ANGELES       CA    90029

 
 
                                                        Escrow   Escrow   
      Units   PType    FFB Gross     Due Dt     Pos      Bal      Adv     
      -----   -----   -----------   --------   ------   ------   ------   
                                                  
145     6      RS         231,044   06/01/94      1          0    6,696
146    16      RS         556,556   06/01/94      1          0        0
147    20      RS         693,549   06/01/94      1          0    4,309
148    18      RS         657,119   06/01/94      1          0   19,791
149    30      RS       1,322,910   06/01/94      1          0   17,361
150     8      RS         447,397   03/01/92      1          0   13,633
151    22      RS       1,030,195   02/01/94      1          0        0
152    21      RS         996,579   04/01/93      1          0    4,310
153     5      RS         177,568   05/01/94      1          0    5,200
154    16      RS         913,199   06/01/94      1        819        0
156    20      RS         885,259   11/01/93      1          0   11,155
157    10      RS         330,612   06/01/94      1          0      971
158    10      RS         784,374   06/01/94      1          0        0
159    18      RS       1,100,888                 1                    
160    16      RS         655,754   06/01/94      1          0      274
161    16      RS         755,789                 1                    
162     8      RS         452,242                 1                    
163    12      RS         572,289   06/01/94      1          0   10,967
164    34      RS       1,034,425   07/01/94      1          0   0    0
165    18      RS         827,558   06/01/94      1          0   18,738
166    16      RS         849,867   06/01/94      1          0   15,220
167    31      RS       1,927,894   01/01/94      1          0        0
168    15      RS         572,427                 1                      
169    27      RS       1,670,308                 1                    
170     8      RS       1,013,236   06/01/94      1        995        0
171    36      RS         930,541                                       
172    15      RS         760,714   05/01/94      1          0        0
173    13      RS         590,522   06/01/94      1          0        0
174    16      RS       1,129,503   02/01/94      1          0    3,864
175    29      RS         979,757   07/01/82      1          0   10,898
176    13      DP         632,681                                      
177     3      RS         116,249   06/01/94      1          0       80
178     4      RS         109,456   05/01/94      1        445        0
179     4      RS         109,444   05/01/94      1        481        0
180     4      RS         109,063   05/01/94      1        453        0
181     4      RS         109,364   05/01/94      1        446        0
182     4      RS         109,356   05/01/94      1        482        0
183     4      RS         109,358   05/01/94      1        447        0
184     4      RS         109,356   05/01/94      1        482        0
185     4      RS         109,356   05/01/94      0        482        0
186     4      RS         109,360   05/01/94      1        446        0
187     4      RS         109,356   05/01/94      1        482        0
188    10      RS         579,233                 1                     
189     9      RS         558,923                 1                    
190    13      RS         492,743   05/01/93      1          0   11,967
191     8      RS         232,292   06/01/94      1          0    2,227
192    30      RS       1,197,989   02/01/94      1          0        0

 
 
                  Current     Monthly   Original                  ARM/    
      Suspense   Intrst Rt   P&I Pymt    Ln Amnt    Maturity Dt   Fixed   %FFB
      --------   ---------   --------   ---------   -----------   -----   -----
                                                      
145          0      6.06%      1,167      233,000    08/01/2018    ARM    100%
146          0      5.96%      3,783      584,000    08/01/2018    ARM    100%  
147          0      6.00%      3,468      712,000    09/01/2018    ARM    100%
148          0      6.06%      3,318      662,200    09/01/2018    ARM    100%
149          0      5.96%      5,512    1,336,850    10/01/2018    ARM    100%
150      1,155      5.96%      3,824      448,000    10/01/2018    ARM    100%
151          0      6.06%      6,965    1,040,000    09/01/2018    ARM    100%
152          0      6.06%      7,253    1,000,000    11/01/2018    ARM    100%
153      2,241      6.06%        922      178,750    11/01/2018    ARM    100%
154          0      6.06%      6,135      950,000    11/01/2018    ARM    100%
156          0      6.06%      6,392      900,000    12/01/2018    ARM    100%
157          0      6.00%      1,653      334,900    10/01/2018    ARM    100%
158          0      6.11%      5,219      825,000    01/01/2019    ARM    100%
159                                                                       100%
160          0      6.06%      3,312      660,000    12/01/2018    ARM    100%
161                                                                       100%
162                                                                       100%
163          0      6.21%      2,962      575,000    02/01/2019    ARM    100%
164          0      6.11%      8,893    1,075,000    01/01/2019    ARM    100%
165          0      6.21%      5,522      848,900    02/01/2019    ARM    100%
166          0      6.11%      4,327      861,600    02/01/2009    ARM    100%
167     10,214      6.11%     13,924    1,900,000    01/01/2019    ARM    100%
168                                                                       100%
169                                                                       100%
170          0      6.34%      6,859    1,033,800    09/01/2004    ARM    100%
171                                                                       100%
172          0      6.34%      5,217      775,000    09/01/2004    ARM    100%
173          0      6.21%      3,957      596,250    11/01/2004    ARM    100%
174          0      6.21%      6,008    1,150,000    11/01/2004    ARM    100%
175          0      6.34%      8,198      975,000    01/01/2020    ARM    100%
176                                                                       100%
177          0      6.21%        765      120,000    04/01/2020    ARM    100%
178          0      6.21%        723      150,000    12/01/2019    ARM    100%
179          0      6.21%        723      150,000    12/01/2019    ARM    100%
180          0      6.21%        721      150,000    12/01/2019    ARM    100%
181          0      6.21%        723      150,000    12/01/2019    ARM    100%
182          0      6.21%        723      150,000    12/01/2019    ARM    100%
183          0      6.21%        723      150,000    12/01/2019    ARM    100%
184          0      6.21%        723      150,000    12/01/2019    ARM    100%
185          0      6.21%        723      150,000    12/01/2019    ARM    100%
186          0      6.21%        723      150,000    12/01/2019    ARM    100%
187          0      6.21%        723      150,000    12/01/2019    ARM    100%
188                                                                       100%
189                                                                       100%
190     41,973      6.11%      3,335      500,800    04/01/2020    ARM    100%
191          0      6.31%      1,543      240,000    04/01/2005    ARM    100%
192          0      6.11%      8,164    1,221,500    04/01/2020    ARM    100%
 
                                      51

 

      Cat.   Loan #    Reo      Name            Address                City         ST     Zip  
      ----   -------   ---   ----------   ---------------------        ----         --    ----- 
                                                                     
193    RC    2393634         H NIKNIA     1954 SHENANDOAH ST      LOS ANGELES       CA    90034 
194    RC    2394576         GDINC        12036 SATICOY ST        NORTH HOLLYWO     CA    91605
195    RC    2395777         1VBLVDLTD    14153 VICTORY BLVD      VAN NUYS          CA    91401
196    RC    2397490         PVLOUGHNAN   522 LUGONIA AVE         REDLANDS          CA    92373
197    RC    2397506         PVLOUGHNAN   532 LUGONIA AVE         REDLANDS          CA    92373
198    RC    2397513         PVLOUGHNAN   600 LUGONIA AVE         REDLANDS          CA    92373
199    RC    2397520         PVLOUGHNAN   610 LUGONIA AVE         REDLANDS          CA    92373
200    RC    2397537         PVLOUGHNAN   521 COURIER AVE         REDLANDS          CA    92374
201    RC    2397575         PVLOUGHNAN   531 COURIER AVE         REDLANDS          CA    92374
202    RC    2397582         PVLOUGHNAN   1230 OXFORD DR          REDLANDS          CA    92374
203    RC    2397599         PVLOUGHNAN   1224 OXFORD DR          REDLANDS          CA    92374
204    RC    2397605         PVLOUGHNAN   1218 OXFORD DR          REDLANDS          CA    92374
205    RC    2397612         PVLOUGHNAN   1212 OXFORD DR          REDLANDS          CA    92374
206    RC    2397803         PVLOUGHNAN   1116 OXFORD DR          REDLANDS          CA    92374
207    RC    2397810         PVLOUGHNAN   1206 OXFORD DR          REDLANDS          CA    92374
208    RC    2397827         PVLOUGHNAN   1110 OXFORD DR          REDLANDS          CA    92374
209    RC    2397834         PVLOUGHNAN   611 BROCKTON AVE        REDLANDS          CA    92373
210    RC    2397841         PVLOUGHNAN   1209 OXFORD DR          REDLANDS          CA    92374
211    RC    2397858         PVLOUGHNAN   1122 OXFORD DR          REDLANDS          CA    92374
212    RC    2397865         PVLOUGHNAN   1128 OXFORD DR          REDLANDS          CA    92374
213    RC    2397872         PVLOUGHNAN   1134 OXFORD DR          REDLANDS          CA    92374
214    RC    2397889         PVLOUGHNAN   1140 OXFORD DR          REDLANDS          CA    92374
215    RC    2397896         PVLOUGHNAN   1146 OXFORD DR          REDLANDS          CA    92374
216    RC    2398486         J OSTROW     1209N FORMOSA AVE       WEST HOLLYWO      CA    90046
217    RC    2398684         SSNIJJAR     260E NEWBURGH ST        AZUSA             CA    91702
218    RC    2399175         PVLOUGHNAN   1136 POST ST            REDLANDS          CA    92374
219    RC    2399182         PVLOUGHNAN   1202 POST ST            REDLANDS          CA    92374
220    RC    2399199         PVLOUGHNAN   1208 POST ST            REDLANDS          CA    92374
221    RC    2399205         PVLOUGHNAN   528 COURIER AVE         REDLANDS          CA    92374
222    RC    2399212         PVLOUGHNAN   1123 OXFORD DR          REDLANDS          CA    92374
223    RC    2399229         PVLOUGHNAN   1117 OXFORD DR          REDLANDS          CA    92374
224    RC    2399236         PVLOUGHNAN   1111 OXFORD DR          REDLANDS          CA    92374
225    RC    2399298  863    DHWINGATE    852 860 W 1ST ST        SAN PEDRO         CA    90731
226    RC    2400099  619                 17923 ARROW ROUTE       FONTANA           CA    92335
227    RC    2400433         GACARTER     8410 8416 BURNET AVE    SEPULVEDA         CA    91343
229    RC    2401627         P PTNSHIP    1920 OVERLAND AVE       LOS ANGELES       CA    90025
230    RC    2402880         ANITA F      10503 10517 MYRTLE ST   DOWNEY            CA    90241
231    RC    2403173         SADAVIS      686S ST ANDREWS PL      LOS ANGELES       CA    90005
233    RC    2403272         HDBARTELT    14614 14618 CHADRON     GARDENA           CA    90249
235    RC    2403715  945    NFTRUST      731W CRESCENT DR        AZUSA             CA    91702
236    RC    2403845         T SAKODA     952 MALTMAN AVE         LOS ANGELES       CA    90026
237    RC    2404190         M RIAZ       115W MOUNTAIN VW A      LA HABRA          CA    90631
238    RC    2404237   11    LLRHODES     24864 EUCALYPTUS AV     MORENO VALLEY     CA    92553
239    RC    2404855         MMHSU        7774 MAGNOLIA AVE       RIVERSIDE         CA    92504
240    RC    2406349         WLJANESKI    11644 ACACIA AVE        HAWTHORNE         CA    90250

 
 
                                                        Escrow   Escrow   
      Units   PType    FFB Gross     Due Dt     Pos      Bal      Adv     
      -----   -----   -----------   --------   ------   ------   ------   
                                                  
193     9      RS         445,669   03/01/94      1          0        0
194    12      RS         809,974   02/01/93      1          0      310
195    32      RS       1,308,291   02/01/94      1          0        0
196     4      RS         233,854   07/01/93      1          0       45
197     4      RS         233,854   07/01/93      1          0    2,033
198     4      RS         233,854   07/01/93      1          0       45
199     4      RS         233,854   07/01/93      1          0       45
200     4      RS         233,854   07/01/93      1          0       45
201     4      RS         233,854   07/01/93      1          0       45
202     4      RS         234,345   06/01/93      1          0       45
203     4      RS         234,345   06/01/93      1          0       45
204     4      RS         234,345   06/01/93      1          0       45
205     4      RS         234,342   06/01/93      1          0       45
206     4      RS         234,345   06/01/93      1          0       45
207     4      RS         234,345   06/01/93      1          0       45
208     4      RS         233,854   07/01/93      1          0       45
209     4      RS         234,345   06/01/93      1          0       45
210     4      RS         234,345   06/01/93      1          0       45
211     4      RS         234,345   06/01/93      1          0       45
212     4      RS         234,345   06/01/93      1          0       45
213     4      RS         234,818   05/01/93      1          0       45
214     4      RS         234,345   06/01/93      1          0       45
215     4      RS         234,345   06/01/93      1          0       45
216     9      RS         451,851   06/01/94      1        250        0
217    38      RS       1,298,793   06/01/94      1          0   50,528
218     4      RS         234,345   06/01/93      1          0       45
219     4      RS         234,345   06/01/93      1          0       45
220     4      RS         234,345   06/01/93      1          0       45
221     4      RS         234,345   06/01/93      1          0       45
222     4      RS         234,345   06/01/93      1          0       45
223     4      RS         234,345   06/01/93      1          0       45
224     4      RS         234,345   06/01/93      1          0       45
225     7      RS         553,827                 1
226    36      RS       1,843,013    
227    16      RS       1,031,114   06/01/94      1      1,071        0
229     8      RS         806,607   06/01/94      1          0        0
230    24      RS       1,136,935   06/01/94      1          0   13,344
231    16      RS         704,191   06/01/94      1        199        0
233    32      RS       1,208,020   06/01/94      1          0        0
235     9      RS         401,470                 1
236    24      RS       1,000,075   06/01/94      1          0        0
237    24      RS       1,238,114   06/01/94      1          0    6,149
238    14      RS         568,481                 1
239    29      RS         611,553   06/01/94      1        922        0
240    26      RS       1,257,011   06/01/94      1          0        0

 

                  Current     Monthly   Original                  ARM/    
      Suspense   Intrst Rt   P&I Pymt    Ln Amnt    Maturity Dt   Fixed   %FFB
      --------   ---------   --------   ---------   -----------   -----   -----
                                                      
193      1,019      6.11%      3,058      457,500    04/01/2020    ARM    100%
194     71,240     10.50%      7,547      825,000    04/01/2000    ARM    100%
195          0      6.11%      8,764    1,356,100    07/01/2020    ARM    100%
196          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
197          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
198          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
199          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
200          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
201          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
202          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
203          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
204          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
205          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
206          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
207          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
208          0      6.11%      1,568      236,000    06/01/2020    ARM    100%
209          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
210          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
211          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
212          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
213          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
214          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
215          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
216          0      6.50%      3,148      476,420    05/01/2020    ARM    100%
217          0      6.59%      9,242    1,343,000    06/01/2020    ARM    100%
218          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
219          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
220          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
221          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
222          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
223          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
224          0      6.11%      1,810      236,000    06/01/2020    ARM    100%
225                                                                       100%
226                                                                       100%
227          0      6.50%      6,886    1,068,000    06/01/2000    ARM    100%
229          0      6.11%      5,436      834,000    07/01/2020    ARM    100%
230          0      6.11%      7,618    1,190,000    08/01/2020    ARM    100%
231          0      6.63%      4,785      725,000    07/01/2000    ARM    100%
233          0     10.83%     11,413    1,235,000    07/01/2000    ARM    100%
235                                                                       100%
236          0      6.11%      6,681    1,032,000    08/01/2020    ARM    100%
237          0      6.21%      8,350    1,252,500    08/01/2005    ARM    100%
238                                                                       100%
239          0      6.21%      4,097    1,148,250    09/01/2005    ARM    100%
240          0      6.11%      8,472    1,300,000    07/01/2020    ARM    100%

 
MORTGAGE LOAN SCHEDULE          Figures as of 5/31/94

Recovery Corp

 

      Cat.   Loan #    REO      Name            Address                City         ST     Zip   
      ----   -------   ---   ----------   ---------------------        ----         --    -----  
                                                                    
 241   RC    2406516         S ARJOUR     7420 WOODMAN AVE        VAN NUYS          CA    91405
 242   RC    2406660   975   STIRENS/     8920 ORION AVE          SEPULVEDA         CA    91343
 243   RC    2406721   855   LFJACOBS     7315 7321 WOODMAN A     VAN NUYS          CA    91405
 244   RC    2406738   856   LFJACOBS     7301 7309 WOODMAN A     VAN NUYS          CA    91405
 245   RC    2406882         PJLOMBARDI   6857 BAIRD AVE          RESEDA            CA    91335
 246   RC    2407069         PVLOUGHNAN   1203 OXFORD DR          REDLANDS          CA    92374
 247   RC    2407632         AEINCORP     3722 SAWTELLE BLVD      LOS ANGELES       CA    90066
 248   RC    2408116   759               1741 EAST LA HABRA BO    LA HABRA          CA    90831
 249   RC    2408123   845   JPHILLIPS    1701E LA HABRA BLVD     LA HABRA          CA    90631
 250   RC    2408178         PBSLIAO     15520 PARTHENIA ST       SEPULVEDA         CA    91343
 251   RC    2408598         JTCHEEK      2509W 182ND ST          TORRANCE          CA    90504
 253   RC    2411464   960   D SARKISSI   5111 HAROLD WAY         LOS ANGELES       CA    90027
 254   RC    2411549         RICHARD/     1830N KINGSLEY DR       LOS ANGELES       CA    90027
 255   RC    2411679   851   M EINHORN   11903 13 VANOWEN ST      NORTH HOLLYWO     CA    91605
 256   RC    2411716   560              1229 NORTH MANSFIELD      LOS ANGELES       CA    90038
 257   RC    2412771   693             3928 WEST 107TH STREE      INGLEWOOD         CA    90303
 258   RC    2413248     5   WWFI/GRE   12036 GREVILLEA AVE       HAWTHORNE         CA    90250
 259   RC    2413699         NAPA PRO   18400 NAPA ST             NORTHRIDGE        CA    91325
 260   RC    2413750        LDHOLTZMAN   717S WESTLAKE AVE        LOS ANGELES       CA    90057
 261   RC    2414500   915  DHWINGATE   14620S BERENDO AVE        GARDENA           CA    90247
 262   RC    2414753        4OLIMITED   4368 OHIO ST              SAN DIEGO         CA    92014
 263   RC    2416858   931  G BRUBAKER  5914 5920 WILLOWCRE       NORTH HOLLYWO     CA    91501

 

                                                        Escrow   Escrow   
      Units   PType    FFB Gross     Due Dt     Pos      Bal      Adv     
      -----   -----   -----------   --------   ------   ------   ------   
                                                  
 241   32      RS       1,079,756   09/01/93      1          0   58,883 
 242   48      RS       1,681,313                 1                     
 243   16      RS         570,555                 1                     
 244   24      RS         859,055                 1                     
 245   17      RS       1,069,137   06/01/94      1          0        0 
 246    4      RS         234,345   06/01/93      1          0       45 
 247   13      RS       1,409,659   06/01/94      1          0       85 
 248   38      RS       2,175,635                                       
 249   36      RS       1,999,329                 1                     
 250   22      RS       1,679,430   02/01/94      1          0        0 
 251    9      RS         472,187   12/01/92      1          0      800 
 253   17      RS         667,589                 1                     
 254   24      RS       1,201,994   02/01/94      1          0        0 
 255   24      RS       1,149,842                 1                     
 256   36      RS       3,239,738                                       
 257   11      RS         709,055                                       
 258    7      RS         448,391                 1                     
 259   25      RS         571,415   02/01/94      1         79        0 
 260   36      RS         282,090   06/01/94      1          0        0 
 261    5      RS         420,604                 1                     
 262    7      RS         436,175   11/01/93      1          0   17,356 
 263   12      RS         823,446                 1                     

 

                  Current     Monthly   Original                  ARM/    
      Suspense   Intrst Rt   P&I Pymt    Ln Amnt    Maturity Dt   Fixed   %FFB
      --------   ---------   --------   ---------   -----------   -----   -----
                                                      
 241     6,588      6.11%       7,186   1,100,000    07/01/2020    ARM    100%
 242                                                                      100%
 243                                                                      100%
 244                                                                      100%
 245         0      6.21%       7,152   1,110,400    09/01/2020    ARM    100%
 246         0      6.11%       1,810     236,000    06/01/2020    ARM    100%
 247         0      6.11%       9,426   1,473,400    08/01/2020    ARM    100%
 248                                                                      100%
 249                                                                      100%
 250         0      6.11%      11,165   1,725,000    08/01/2020    ARM    100%
 251    31,648      6.11%       3,544     475,000    07/01/2020    ARM    100%
 253                                                                      100%
 254         0      6.09%       7,901   1,237,500    09/01/2020    ARM    100%
 255                                                                      100%
 256                                                                      100%
 257                                                                      100%
 258                                                                      100%
 259     4,629      6.25%       5,810     900,000    09/01/2005    ARM    100%
 260         0      6.38%       1,851     592,950    04/01/2001    ARM    100%
 261                                                                      100%
 262     4,691      6.25%       3,622     450,100    12/01/2005    ARM    100%
 263                                                                      100%

 
Recovery Corp

        
                                                                               
      Cat.   Loan #    Reo      Name            Address                City         ST     Zip  
      ----   -------   ---   ----------   ---------------------        ----         --    -----
                                                                    
291    RC    2419246   823   JCZULLINGE   6980 VICTORIA AVE       HIGHLAND          CA    92346
292    RC    2419925         J OSTROW     443N SYCAMORE AVE       LOS ANGELES       CA    90036
293    RC    2420093         RGAPTS       627S VELARE ST          ANAHEIM           CA    92804
294    RC    2420369   914   D GOMEZ      2284 LONG BCH BLVD      LONG BEACH        CA    90806
295    RC    2420376   878   D GOMEZ      902 ST LOUIS AVE        LONG BEACH        CA    90804
296    RC    2420383   879   D GOMEZ      908 ST LOUIS AVE        LONG BEACH        CA    90804
297    RC    2420390   880   D GOMEZ      822 ST LOUIS AVE        LONG BEACH        CA    90804
298    RC    2420406   881   D GOMEZ      830 ST LOUIS AVE        LONG BEACH        CA    90804
299    RC    2423795   996   F CONTRERA   4931 ROMAINE ST         LOS ANGELES       CA    90029
300    RC    2423955         DWCHANG      161S ST ANDREWS PL      LOS ANGELES       CA    90004
301    RC    2424408         MRSANDHOFF   11332 DALE ST           GARDEN GROVE      CA    92641
302    RC    2425838   897   AEBREWER     4027 4027 NICOLET AV    LOS ANGELES       CA    90008
303    RC    2426381   842   JDTHOMAS     1732 1736 E SYCAMOR     EL SEGUNDO        CA    90245
304    RC    2426985   848   R MONTANO    500S MONTEBELLO BLV     MONTEBELLO        CA    90840
305    RC    2426992   849   R MONTANO    500S 6TH ST             MONTEBELLO        CA    90840
306    RC    2428059         GROUP I      140 144 N PLEASANT      ONTARIO           CA    91764
307    RC    2428233         PETER R      1715S SUNFLOWER AVE     GLENDORA          CA    91740
308    RC    2428769         S BANDMAN    1421N MANSFIELD AVE     LOS ANGELES       CA    90028
309    RC    2428776         S BANDMAN    1425N MANSFIELD AVE     LOS ANGELES       CA    90028
310    RC    2429793   965   G BRUBAKER   15900 VANOWEN ST        VAN NUYS          CA    91406
311    RC    2435538         EKINS FA     7755 LAUREL CYN BLV     SUN VALLEY        CA    91352
312    RC    2437114         PVINVGRP     25288 25236 PARK AVE    LOMA LINDA        CA    92354
313    RC    2437190   967   OSJCONSTRU   215E HYDE PARK BLVD     INGLEWOOD         CA    90302
314    RC    2437664   921   D WUNDERMA   221 229 S KENMORE A     LOS ANGELES       CA    90004
315    RC    2438360         S DAVIS      901S ARDMORE AVE        LOS ANGELES       CA    90006
316    RC    2438384         GROUP I      5325 LINDSEY AVE        PICO RIVERA       CA    90660
317    RC    2439202   940   SLDUA        14747 ROSCOE BLVD       PANORAMA CITY     CA    91402
318    RC    2440295         GROUP I      13534 RAMONA BLVD       BALDWIN PARK      CA    91706
319    RC    2440318   942   NFTRUST      1130 & 1132 S KERN AV   LOS ANGELES       CA    90022
320    RC    2441526   827   F PEREZ      6130W BLVD              LOS ANGELES       CA    90043 
321    RC    2441731         I FERNANDE   2 BREEZE AVE            VENICE            CA    90291
322    RC    2442475         AAGHONEIM    6216 CEDROS AVE         VAN NUYS          CA    91411
323    RC    2443089   853   C SEATON     2117 2119 W 54TH ST     LOS ANGELES       CA    90062
324    RC    2443645   787                6003 BRYNHURST AVENU    LOS ANGELES       CA    90043
325    RC    2444174         TAGOSCICKI   1744 10TH ST            SANTA MONICA      CA    90404
326    RC    2449421         4MLTD        4128 30 MISSISSIPPI     SAN DIEGO         CA    92104
327    RC    2452007   947   NFTRUST      333 ROCKVALE AVE        AZUSA             CA    91702
328    RC    2452595         L INVESTME   7214 FOUNTAIN AVE       WEST HOLLYWO      CA    90046
329    RC    2492432         FMKENNEDY    4534 AUGUST ST          LOS ANGELES       CA    90006
330    RC    9000187   187                RSC 75-8040 ALII #314   KAILUA-KONA       HI        0
331    RC    9135133         KONA-OFF     KONA OFF SYSTEM LOA     KONA              HI        0
332    RC    9135135         KONA-OFF     KONA OFF SYSTEM LOA     KONA              HI    99999
333    RC    9200002         KONA-REOI    KAILUA KONA HAWAII      KAILUA-KONO       HI        0
334    RC    9200003         KONA-LAND    KONA-HAWAIILAND         KAILUA-KONA       HI        0 
             -------
                 334

 
 
                                                        Escrow    Escrow   
      Units   PType    FFB Gross     Due Dt     Pos      Bal       Adv       Suspense
      -----   -----   -----------   --------   ------   ------   ---------   --------  
                                                      
291    19      RS         671,375                 1                    
292     8      RS         546,730   06/01/94      1          0          15          0
293    51      RS       3,061,388   06/01/94      1          0      42,435          0
294    12      RS         376,996                                      
295     8      RS         449,861                 1                   
296     8      RS         408,425                 1                    
297     8      RS         450,280                 1                      
298     8      RS         449,395                 1                      
299    22      RS         762,222                 1                     
300    21      RS       1,038,917   03/01/93      1          0      44,823     25,417
301    17      RS         938,381   06/01/94      1          0           0          0
302    14      RS         666,913                 1                    
303    12      RS         775,860                 1                     
304    22      RS       1,171,112                 1                    
305    11      RS         620,412                 1                       
306     3      RS         118,412   06/01/94      1          0       1,360          0
307    10      RS         804,786   06/01/94      1          0           0          0
308    12      RS         530,340   02/01/94      1          0       1,677      2,270
309    12      RS         534,223   02/01/94      1          0       1,661      2,270
310    17      RS         714,708                 1                    
311    25      RS       1,002,094   05/01/94      1          0           0          0
312    24      RS         806,947   06/01/94      1          0           0          0
313    10      RS         602,924                 1                      
314    12      RS         541,287                 1                    
315    28      RS       1,075,730   06/01/94      1        223           0          0
316    48      RS       2,476,509   06/01/94      1          0      49,375          0
317    27      RS       1,151,940                 1                         
318    10      RS         488,154   06/01/94      1          0       5,232          0
319     7      RS         302,380                 1                     
320    11      RS         420,478                 1                       
321    31      RS       1,115,094   06/01/94      1          0       2,580          0
322    22      RS         603,857   03/01/93      1          0      13,684          0
323    26      RS       1,191,240                 1                        
324    19      RS         805,894                                         
325     5      RS         543,433   02/01/93      1          0           0     36,277
326     7      RS         436,926   11/01/93      1          0      17,119      4,489
327    34      RS       1,098,265                 1                        
328    21      RS         938,204   06/01/94      1          0           0          0
329    12      RS         430,059   03/01/93      1          0       5,504          0
330     1      RS         246,398                                        
331     0      HO          37,904                            0           0          0
332     5      HO      32,555,387                            0           0          0
333     1      RC         203,109                            0           0          0
334     0      LD       4,000,000                            0           0          0
                     ------------                       ------   ---------   --------
                     $ 43,383,956                       64,919   1,790,591    984,702

               LESS  $ 29,463,543  
                     ------------
                     $413,920,423                

 
 
       Current     Monthly   Original                  ARM/
      Intrst Rt   P&I Pymt    Ln Amnt    Maturity Dt   Fixed   %FFB
      ---------   --------   ---------   -----------   -----   -----
                                             
291                                                            100%
292     6.50%       3,703      561,900    11/01/2000    ARM    100%
293     6.63%      20,953    3,150,000    11/01/2020    ARM    100%
294                                                            100%
295                                                            100%
296                                                            100%
297                                                            100%
298                                                            100%
299                                                            100%
300     6.25%       8,449    1,050,000    11/01/2005    ARM    100%
301     6.25%       6,190      973,300    12/01/2005    ARM    100%
302                                                            100%
303                                                            100%
304                                                            100%
305                                                            100%
306     6.13%         604      120,000    12/01/2020    ARM    100%
307     6.25%       5,309      844,000    12/01/2005    ARM    100%
308     6.25%       3,481      545,000    12/01/2005    ARM    100%
309     6.25%       3,508      549,000    12/01/2005    ARM    100%
310                                                            100%
311     6.25%       6,512    1,050,000    01/01/2006    ARM    100%
312     6.13%       5,430      835,850    06/01/2006    ARM    100%
313                                                            100%
314                                                            100%
315     6.38%       7,240    1,102,500    05/01/2001    ARM    100%
316     6.00%      12,383      210,000    05/01/2021    ARM    100%
317                                                            100%
318     6.00%       2,441      497,000    04/01/2021    ARM    100%
319                                                            100%
320                                                            100%
321     6.13%       7,472    1,150,000    06/01/2006    ARM    100%
322     6.25%       4,904      612,500    04/01/2021    ARM    100%
323                                                            100%
324                                                            100%
325     6.13%       4,307      550,000    04/01/2021    ARM    100%
326     6.13%       2,910      448,500    06/01/2006    ARM    100%
327                                                            100%
328     6.13%       6,224      969,500    07/01/2006    ARM    100%
329     6.38%       3,015      431,250    11/01/2007    ARM    100%
330                                                            100%
331     0.00%           0            0                 FIXED   100%
332     0.00%           0            0                 FIXED   100%
333     0.00%           0            0                 FIXED   100%
334     0.00%           0            0                 FIXED   100%

                                      54

MORTGAGE LOAN SCHEDULE          Figures as of 5/31/94

Recovery Corp: Supplemental Information on Participation Interest Loans

        
                                                                               
     Cat.   Loan #    REO      Name            Address             City         ST     Zip  
     ----   -------   ---   ----------   ------------------  ---------------    --    -----
                                                                
1     RC    0023756         KIMES        2438 WYANDOTTE ST    MOUNTAIN VALLE    CA    94043
2     RC    0023831         DE LA VI     9256 DE LA VINA      SANTA BARBARA     CA    93103
3     RC    0024193         CARLSBER     364 FIFTH AVE        CHULA VISTA       CA    91910
4     RC    0024407         VIKING       TRIANGLE PK SHO      LONG BEACH        CA    90805
5     RC    0024780         H ANAHEIM    1855S HARBOR DR      ANAHEIM           CA    92802

 
 
                                  Escrow    Escrow               
     Units   PType   FFB Gross     Bal       Adv     Suspense   %FFB   Investr Nm  
     -----   -----   ----------   ------   -------   --------  ------ ------------
                                                      
1      0      ID        751,085     0      14,697       0       90%   RTC
2      0      CO        675,803     0           0       0       90%   RTC
3     48      RS      1,035,159     0           0       0       90%   RTC
4      0      CO        854,689     0           0       0       90%   Metrpltn FSE
5    501      HO     13,848,528     0           0       0       90%   Midland

 
 
                     Other Investor Information 
      Servcr Name   Servcr Ln #       Contact         Phone #
     ------------   -----------   ---------------   ------------
                                           
1    Pacific Plnrs   118556241    Betsey Costello   (415)765-699
2    E.O. Services  3000080100    Mary Plivelich    (404)705-565
3    E.O. Services  3000080130    Mary Plivelich    (404)705-565
4    Metrpltn FSB          560    Mike Steele       (612)225-700
5    Midland           9030733    James Thompson    (816)435-500

 
                                Schedule 1.01-C
                                ---------------

                      Pending Loan Modifications Schedule

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       56

                           SPECIAL ASSETS DEPARTMENT
                                RECOVERY CORP.
                                   APPROVED
                         MODIFICATION TRACKING REPORT

                                 June 28, 1994

- - ------------------------------------------------------------------------------------------------------------------------------------
                         DATE                                                 APPROXIMATE
LOAN/BORROWER         APPROVED &            APPROVAL TERMS                    LOAN BALANCE                     COMMENTS
                        CLOSED
- - --------------------  ----------  -----------------------------------  --------------------------  ---------------------------------
                                                                                       
2011250 Wallach         6/15/94   Capitalize 4 months, 12 month        Gross         4,847,229     Documents out for signatures;
                       Approved    interest only payment               Net           4,847,229      10 signers - 4 are out of
                                                                       New Ln. Amt.  4,990,229      country - to close 7/5/94
                                                                       Loss/Gain             0     
- - ------------------------------------------------------------------------------------------------------------------------------------
2013645 Jogani          3/17/94   Capitalize interest for 2 months     Gross         3,367,689     Obtaining special title  
                       Approved    (Dec. 93 & Jan. 94)                 Net           3,367,689      endorsement
                                  Interest only payments for 11        New Ln. Amt.  3,402,735     
                                   months commencing 2/1/94            Loss/Gain       (35,046)    
                                  Advance taxes totaling $70,204.72
                                   repay at 10% over 24 months
- - ------------------------------------------------------------------------------------------------------------------------------------
2013768 Jogani          3/17/94   Capitalize interest for 2 months     Gross         2,822,915     Obtaining special title  
                       Approved    (Dec. 93 & Jan. 94)                 Net           2,822,915      endorsement
                                  Interest only payments for 11        New Ln. Amt.  2,852,291     
                                   months commencing 2/1/94            Loss/Gain       (29,376)    
                                  Advance taxes totaling $46,127.09
                                   repay at 10% over 24 months       
- - ------------------------------------------------------------------------------------------------------------------------------------
2013775 Jogani          3/17/94   Capitalize interest for 2 months     Gross         1,279,365     Obtaining special title  
                       Approved    (Dec. 93 & Jan. 94)                 Net           1,279,365      endorsement
                                  Interest only payments for 11        New Ln. Amt.  1,292,679     
                                   months commencing 2/1/94            Loss/Gain       (13,314)    
                                  Advance taxes totaling $16,493.09
                                   repay at 10% over 24 months
- - ------------------------------------------------------------------------------------------------------------------------------------
2015207 Rossen Trust   Pending    Processing a 3 month                 Gross         2,322,675.09  We finally received enough
                                   capitalization and 12 months        Net           2,322,675.09   information to process a
                                   interest only                       New Ln. Amt.  2,322,675.09   capitalization of the Feb.,
                                                                       Loss/Gain             0      March, and April payments and
                                                                                                    interest only for 12 months
                                                                                                    beginning May 1. He has
                                                                                                    contractor bill paid of $48,655
                                                                                                    and payable of $38,506.
                                                                                                    Capitalization amount is
                                                                                                    $36,090.
- - ------------------------------------------------------------------------------------------------------------------------------------

 

                         DATE                                                 APPROXIMATE
LOAN/BORROWER         APPROVED &            APPROVAL TERMS                    LOAN BALANCE                     COMMENTS
                        CLOSED
- - --------------------  ----------  -----------------------------------  --------------------------  ---------------------------------
                                                                                       
2015771 Jogani          3/17/94   Capitalize interest for 2 months     Gross           11,122,017  Obtaining special Title 
                       Approved   (Dec. 93 & Jan. 94)                  Net             11,102,017  endorsement
                                  Interest only payments for 11        New Ln. Amt.    11,237,762  
                                  months commencing 2/1/94             Loss/Gain         (115,745)  
                                  Advance taxes totaling $90,624.08
                                  repay at 10% over 24 months                        
- - ------------------------------------------------------------------------------------------------------------------------------------
2017319 Crail           6/21/94   3 month deferral (Feb.-Apr.), waive  Gross         1,343,729.62  Payment deferral agreement sent 
                       Approved   late charges and convert payments    Net           1,343,729.62  to Loan Service on 6/22/94 to
                                  to Interest only for 12 months       New Ln. Amt.        0       attach Schedule "A" and mail to
                                  (start 5/1/94) Repayment of total    Loss/Gain           0       borrower.
                                  deferred interest is over 12 month
                                  period (start 5/1/94)
- - ------------------------------------------------------------------------------------------------------------------------------------
2017326 Crail           6/21/94   3 month deferral (Feb.-Apr.), waive  Gross         6,814,627.81  Payment deferral agreement sent 
                       Approved   late charges and convert payments    Net           6,814,627.81  to Loan Service on 6/22/94 to
                                  to Interest only for 12 months       New Ln. Amt.        0       attach Schedule "A" and mail to
                                  (start 5/1/94) Repayment of total    Loss/Gain           0       borrower.
                                  deferred interest is over 12 month
                                  period (start 5/1/94)
- - ------------------------------------------------------------------------------------------------------------------------------------
2017333 Crail           6/21/94   3 month deferral (Feb.-Apr.), waive  Gross         2,879,420.26  Payment deferral agreement sent 
                       Approved   late charges and convert payments    Net           2,879,420.26  to Loan Service on 6/22/94 to
                                  to Interest only for 12 months       New Ln. Amt.        0       attach Schedule "A" and mail to
                                  (start 5/1/94) Repayment of total    Loss/Gain           0       borrower.
                                  deferred interest is over 12 month
                                  period (start 5/1/94)
- - ------------------------------------------------------------------------------------------------------------------------------------
2019933 A Yau           5/24/94   3 month capitalization               Gross         1,451,675.38  Borrower out of country
                       Approved                                        Net           1,451,675.38  Upon execution of Earthquake
                                                                       New Ln. Amt.  1,451,675.38  modification docs - he plans on
                                                                       Loss/Gain           0       bringing loan current.
- - ------------------------------------------------------------------------------------------------------------------------------------
2019971 Krikorian       6/1/94    3 months capitalization;             Gross            1,582,328  Close by 6/30/94       
                       Approved   6 months interest only               Net              1,582,328                         
                                                                       New Ln. Amt.     1,615,659  
                                                                       Loss/Gain            0      
- - ------------------------------------------------------------------------------------------------------------------------------------
2022649 Hesby Assoc.    5/11/94   Processed a 2 month deferral         Gross         2,528,973.49  We deferred Feb. and March 
                       Approved                                        Net           2,528,973.49  payment, and structured the 
                                                                       New Ln. Amt.  2,528,973.49  6 month repayment period to begin
                                                                       Loss/Gain           0       July 1 through December 1, 1994.
                                                                                                   June is paid; the loan is 
                                                                                                   current. Deferral amount is 
                                                                                                   $34,606.34
- - ------------------------------------------------------------------------------------------------------------------------------------
2022946 Walker          6/21/94   Processed a 3 month deferral         Gross         1,459,822.02  We deferred March, April & May.
                         Closed                                        Net           1,459,822.02  Borrower paid June plus 1/9 on
                                                                       New Ln. Amt.  1,459,822.02  June 17. The loan is current.  
                                                                       Loss/Gain           0       
- - ------------------------------------------------------------------------------------------------------------------------------------

2

                         DATE                                                 APPROXIMATE
LOAN/BORROWER         APPROVED &            APPROVAL TERMS                    LOAN BALANCE                     COMMENTS
                        CLOSED
- - --------------------  ----------  -----------------------------------  --------------------------  ---------------------------------
                                                                                       
2023000 Harmatz         5/31/94   Borrower declined assistance         Gross           859,411.48  Loan in foreclosure. NOI sent on
                       Approved                                        Net             859,411.48  6/27/94
                                                                       New Ln. Amt.    859,411.48  
                                                                       Loss/Gain             0       
- - ------------------------------------------------------------------------------------------------------------------------------------
2154655 19950           3/23/94   Processed a 3 month deferral         Gross         1,016,687.03  We deferred Feb., March, and 
  Roscoe               Approved                                        Net           1,016,687.03  April payments. Borrower paid May
                                                                       New Ln. Amt.  1,016,687.03  and June plus 1/9/repayment. The
                                                                       Loss/Gain            0      loan is current.
- - ------------------------------------------------------------------------------------------------------------------------------------
2262853 Desai           6/22/94   Earthquake Modification              Gross           917,527.26  Earthquake modification documents
                       Approved   12 months interest only              Net             917,527.96  closed 6/22/94               
                                  $10,00 2 year note - 5% interest     New Ln. Amt.    917,527.96  
                                  2 month payment deferral (Feb. &     Loss/Gain             0       
                                  Mar.)                             
- - ------------------------------------------------------------------------------------------------------------------------------------
2349422 Oceanair        6/27/94   Earthquake Modification              Gross         1,927,694.33  Earthquake modification documents
                       Approved   12 months interest only              Net           1,927,694.33  in process 6/27/94           
                                  3 month capitalization (Feb.-Apr.)   New Ln. Amt.  1,969,465.33  
                                  $41,771                              Loss/Gain             0       
                                  24 month Tax repayment plan, 
                                  10% interest
- - ------------------------------------------------------------------------------------------------------------------------------------
2377380 Machorski       4/21/94   Interest only 12 months              Gross           591,330.50  Loan Service has executed docs
                       Approved   Tax impounds                         Net             591,330.50  and borrower's deposit.
                                                                       New Ln. Amt.    591,330.50  Closing pending. 
                                                                       Loss/Gain             0       
- - ------------------------------------------------------------------------------------------------------------------------------------
2378666 Drinnon          2/15     3 month deferral paid over 9 months  Gross         1,129,503.23  Estimated loss based on 6/94 DCF
                       Approved   Borrower has now refused -           Net           1,129,503.23  
                         3/15     Deed in lieu submitted for approval  New Ln. Amt.  1,129,503.23  
                        Closed                                         Loss/Gain         (195,200) 
- - ------------------------------------------------------------------------------------------------------------------------------------
2393382 Machorski       4/21/94   Interest only 12 months              Gross         1,197,988.65  Loan Service has executed docs  
                       Approved   Capitalization of 1 month            Net           1,197,988.65  and borrower's deposit.      
                                  Tax impounds                         New Ln. Amt.  1,204,259.12  Closing pending.
                                                                       Loss/Gain             0             
- - ------------------------------------------------------------------------------------------------------------------------------------
2395777 Karubian         4/8/94   One month deferral to be paid over   Gross            1,303,291  NOD to be filed by 7/6/94 -     
                        Approved  3 months                             Net              1,303,291  in foreclosure process         
                                  Borrower refused - now in            New Ln. Amt.                                               
                                  foreclosure                          Loss/Gain         (400,000) Loss reflects loss in market
                                                                                                   value, not earthquake damage
- - ------------------------------------------------------------------------------------------------------------------------------------
2403180 Davis           12/6/93   Early recast of borrower's loan      Gross            1,476,330  Borrower has not returned 
                       Approved   terms                                Net              1,476,330  subordination agreement from  
                                  Borrower to pay modification of      New Ln. Amt.     1,476,330  junior lien holder.            
                                  $4,000                               Loss/Gain             0                                     
                                  Borrower will pay an additional                                                                  
                                  $10,000 upon pay off of loan                                                                     
- - ------------------------------------------------------------------------------------------------------------------------------------

3

                         DATE                                                 APPROXIMATE
LOAN/BORROWER         APPROVED &            APPROVAL TERMS                    LOAN BALANCE                     COMMENTS
                        CLOSED
- - --------------------  ----------  -----------------------------------  --------------------------  ---------------------------------
                                                                                       
2408178 Limo           6/3/94     6 months capitalization              Gross         1,679,430     Closed                   
                       Approved                                        Net           1,679,430       
                       6/23/94                                         New Ln. Amt.  1,732,172     
                       Closed                                          Loss/Gain             0     
- - ------------------------------------------------------------------------------------------------------------------------------------
2411549 Machorski      4/21/94    Interest only 12 months              Gross         1,201,993.83  Loan Service has executed docs
                       Approved   Capitalization of 1 month            Net           1,201,993.83    and borrower's deposit.
                                  Tax impounds                         New Ln. Amt.  1,208,260.22    Closing pending.
                                                                       Loss/Gain             0     
- - ------------------------------------------------------------------------------------------------------------------------------------
2413699 Napa           5/3/94     3 month capitalized plus $17,430     Gross           871,414.69  Cash advance dc s pending
  Properties           Approved     cash advance                       Net             871,414.69    investigation into an 
                                                                       New Ln. Amt.    871,414.69    unauthorized transfer   
                                                                       Loss/Gain             0       of title.
- - ------------------------------------------------------------------------------------------------------------------------------------
2414753 Karpeles       5/12/94    12 months interest only payments     Gross           436,174.51  Received verbal approval from
                       Approved     starting 1/1/94                    Net             436,174.51    Weson; finalizing formal
                                                                       New Ln. Amt.    436,174.51    write-up
                                                                       Loss/Gain             0     
- - ------------------------------------------------------------------------------------------------------------------------------------
2428769 Bandman        Pending    Requested tax repay plan             Gross           530,340     Borrower under a Reservation   
                                  Request matching principal           Net             495,340       of Rights letter while bank
                                    reduction; borrower pay $35,000    New Ln. Amt.    382,840       considers borrower's request
                                    cash, Bank would write down loan   Loss/Gain       112,500
                                    by $112,500
- - ------------------------------------------------------------------------------------------------------------------------------------
2428776 Bandman        Pending    Requested tax repay plan             Gross           534,223     Borrower under a Reservation
                                  Request matching principal           Net             499,223       of Rights letter while bank
                                    reduction; borrower pay $35,000    New Ln. Amt.    386,723       considers borrower's request
                                    cash, Bank would write down loan   Loss/Gain       112,500
                                    by $112,500
- - ------------------------------------------------------------------------------------------------------------------------------------
2449421 Karpeles       Pending    12 months interest only payments     Gross           436,925.69  Received verbal approval from
                                    starting 1/1/94                    Net             436,925.69    Weson; finalizing formal
                                                                       New Ln. Amt.    436,925.69    write-up
                                                                       Loss/Gain             0     
- - ------------------------------------------------------------------------------------------------------------------------------------
28 Loans Loughnane     2/11/94    Borrower to pay down aggregate       Gross         6,561,660     Anticipate closing 6/30/94
112 Units              Approved     principal balance by $425,000;     Net           4,208,689       
                                    sleeping 2nd Deed of Trust for     New Ln. Amt.  4,500,000     
                                    $500,000; shortening maturity by   Loss/Gain    (1,636,660)
                                    10 years. Fidelity Federal Bank 
                                    will write down $1,636,660; 
                                    interest only payments for 2 
                                    years; future tax impounds.
- - ------------------------------------------------------------------------------------------------------------------------------------

 
                                Schedule 1.01-D

                                  Ground Lease

          Ground Lease dated May 12, 1982 between Louis C. Burgener and William
N. Galbreath, as amended by that certain Addendum to Ground Lease dated December
28, 1982 between Louis C. Burgener and William N. Galbreath and that certain
Amendment to Ground Lease dated May 3, 1983 by and among Louis C. Burgener,
Stewart Title Company of San Diego and Inn at Mission Bay.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       61

                                Schedule 1.01-E
                                ---------------

                             REO Property Schedule

      [This schedule has been integrated into the Mortgage Loan Schedule]

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       62

                              Schedule 2.07(a)(ii)
                              --------------------

                              Earthquake Deferrals

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       63

EARTHQUAKE SCHEDULE                  Earthquake Info as of the 6/15/94 loan tape
                                     "Status" is as of 6/30/94
Recovery Corp

        
                                                                                          Pymt Def  Pymt Def 
      Cat.  Loan #     Name      Offcr    Status                Closed Dt  Pymts Deferred  #Mnths   Prin Amnt 
      ----  -------  ----------  -----  ----------------------  ---------  -------------- --------  ---------
                                                                         
   1   RC   2011250   MERVYN S   JLT    Docs out for Signature                                   0                                 
   2   RC   2015207  JADW        WFS    Docs out for Signature                                   0                                 
   3   RC   2017319  C CRAIL     TF     Docs out for Signature             Feb, Mar, Apr         3      7,446                     
   4   RC   2017326  C CRAIL     TF     Docs out for Signature             Feb, Mar, Apr         3     37,752                      
   5   RC   2017333  C CRAIL     TF     Docs out for Signature             Feb, Mar, Apr         3     15,952                      
   6   RC   2019933  A YAU       CMcG   Docs out for Signature                                   0                                 
   7   RC   2019971  PCKRIKORIA  WRW    Docs out for Signature                                   0                                 
   8   RC   2022649  1HASSOCIAT  WFS    Signed Agreement                   Apr, May              2     13,276                      
   9   RC   2022945  WEWALKER    WFS    Docs out for Signature             Mar, Apr, May         3      5,735                       
  10   RC   2154655  1RBLVD      WFS    Docs out for Signature             Feb, Mar, Apr         3     12,289                      
  11   RC   2262853  AADESAI     JK     Signed Agreement                   Feb, Mar              2      2,859                       
  12   RC   2349422              JK     Docs out for Signature                                   0                                 
  13   RC   2393382   RICHARD/   RGN    Docs out for Signature                                   0                                 
  14   RC   2393634  H NIKNIA    JFK    Signed Agreement        03/31/94   Feb, Mar              2      1,467                       
  15   RC   2408178  PBSLIAO     WRW    Signed Agreement                                         0                                 
  16   RC   2411549   RICHARD/   RGN    Signed Agreement                                         0                                 
  17   RC   2413699   NAPA PRO   CMcG   Signed Agreement                                         0                                 
  18   RC   2435538   EKINS FA   JLT    Signed Agreement        03/23/94   Feb                   1      1,170
            -------                                                                                 ---------                     
                 18                                                                                    97,946

                                                          Advanc   #Mnths
      Pymt Def    Pymt Def   Int Capzn  Int Only  Advanc   Term    Allowed  1st Pymt    Eqk
      Int Amnt   Total Amnt    #Mnths    #Mnths   Amount  #Mnths  to repay    Due     Adj Dig
      ---------  ----------  ---------  --------  ------  ------  --------  --------  -------
                                                           
   1                      0          4         0       0       0         0  06/01/94        0
   2                      0          3        12  31,000      24         0  04/01/94       29
   3     24,427      27,873          0        12       0       0        12  05/01/94       29
   4    103,598     141,350          0        12       0       0        12  05/01/94       29
   5     43,773      59,725          0        12       0       0        12  05/01/94       29
   6                      0          3         0       0       0         0  05/01/94       59
   7                      0          3         0       0       0         0  05/01/94        0
   8     25,640      38,916          0         0       0       0         6  07/01/94       29
   9     24,972      30,707          0         0       0       0         9  06/01/94        0
  10     15,817      28,106          0         0       0       0         9  06/01/94       29
  11      9,324      12,183          0        12       0       0         6  04/01/94       59
  12                      0          2        12       0       0         0  05/01/94       89
  13                      0          1        12       0       0         0  03/01/94       69
  14      4,647       6,114          0         0       0       0         6  04/01/94       29
  15                      0          6         0  50,000      24         0  07/01/94        0
  16                      0          1        12       0       0         0  03/01/94       89
  17                      0          3        12  17,430      24         0  05/01/94       29
  18      5,342       6,512          0         0       0       0         3  03/01/94       29
      ---------  ----------                       ------                                     
        253,540     351,486                       98,430                                     

 
                               Schedule 3.01(iv)
                               -----------------

                                   Litigation

          The Seller has been sued by several of its adjustable rate mortgage
("ARM") borrowers who have contended that the Seller miscalculated interest rate
adjustments because of a 30 or 60 day delay in the recognition of downward
movements in the Eleventh District Cost of Funds Index.  A 60 day delay, which
was not specifically provided for in the related promissory note, was
attributable to the need to give borrowers at least 30 days' notice before the
effective date of any interest rate change, and the fact that, since the notes
are paid in arrears, the first payment amount affected by the interest rate
change is due approximately 30 days after such change becomes effective, thus
resulting in an index review and notice date approximately 60 days before the
payment amount changes.  The Seller contends that its consistent use of interest
rate adjustment notices constitutes a course of dealing which clarifies any
omission or ambiguity in the ARM promissory note.  Also, the promissory notes
related to residential loans secured by one to four unit properties must be
interpreted in accordance with applicable federal regulations that require 30
days' notice of a change in interest rates.

          Although no Mortgage Loans under the Agreement are currently the
subject of a lawsuit as described above, certain of the Mortgage Loans had
interest rate adjustments made in the same manner as described above, and the
Seller has received letters from a loan auditor contending that certain of the
Mortgagors have overpaid interest because of the manner in which such interest
rate adjustments were made.  The following describes the status of current
litigation involving loans that are not Mortgage Loans, but which have similar
interest rate adjustment provisions to certain of the Mortgage Loans:

          1.  HUBBARD V. FIDELITY FEDERAL BANK Civil No. 92-3939 MRP.  Fidelity
              --------------------------------                                 
Federal Bank ("Fidelity") is a defendant in a purported class action on file in
the United States District Court for the Central District of California alleging
violation of the Truth In Lending Act and breach of contract and negligence.
The case arises out of the alleged miscalculation of adjustments to the
applicable interest rate of an adjustable rate mortgage loan.  The complaint
seeks compensatory damages and attorneys' fees in an unspecified amount relating
to alleged class-wide over-charges.  On February 8, 1993, plaintiff Hubbard
filed a First Amended Class Action Complaint which added plaintiff Earle S.
Humphreys and Nicette M. Humphreys as class representatives and also new claims
for fraud and negligent misrepresentation.  Defendant Fidelity had already filed
a motion for summary judgment which the Court treated as applicable to the First
Amended Complaint.  On June 7, 1993, the Court issued a decision granting
defendant's motion for summary judgment on the grounds that plaintiffs had
failed to demonstrate the existence of a genuine issue of fact as to their
claims for breach of contract, negligence, fraud, and negligent
misrepresentation.  Furthermore, the Court concluded that plaintiffs Truth-In-
Lending Act claimed were barred by the Statute of Limitations.  On July 7, 1993,
plaintiffs filed a Notice of Appeal.  The matter is now pending before the Court
of Appeals for the Ninth Circuit and the transcript on appeal is still in the
process of being prepared.

          2. OCEANSIDE 84, LTD V. FIDELITY FEDERAL BANK, Case No. BCO83318-Los
             ------------------------------------------                       
Angeles Superior Court.  Fidelity Federal Bank ("Fidelity") is a defendant in a
purported class action on file in the Superior Court of the State of California,
County of Los Angeles, alleging breach of contract and unfair trade practices
arising out of its adjustment of adjustable rate mortgages.  The Complaint seeks
compensatory damages and attorneys' fees in an unspecified amount relating to
alleged class-wide overcharges due to the use of a "look back period" for the
calculation of interest rate adjustments.  Fidelity's motion for summary
judgment was granted for the unfair competition claim and denied on the breach
of contract claim because of the Court's 

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       65

perception of triable issues of fact relating to custom and usage. The total
damage claim amounts to slightly over $15,000.

          3.  WEBER, ET AL V. FIDELITY FEDERAL BANK, Case No. BCO94073, Los
              -------------------------------------                        
Angeles Superior Court.  On November 30, 1993, an action was filed against
Fidelity Federal Bank ("Fidelity") in the Los Angeles Superior Court for breach
of contract, declaratory relief and fraud arising out of the manner in which
Fidelity calculated interest rate adjustments on a group of 41 separate non-
owner occupied/residential adjustable rate loans.  The complaint was answered on
January 26, 1994. It is Fidelity's present plan to file a motion for summary
judgment similar to the one in the Oceanside 84 case described above.   The
                                   ------------                            
damage claims on the individual loans average about $3,000, but will be subject
to set-offs for adjustments in rising interest markets.

          4.  SMALL CLAIMS.  Fidelity has been sued in 21 separate small claims
matters by individual ARM borrowers.  Each of the matters has been filed in the
Municipal Court for Santa Clara County and have been prompted by the actions of
a single loan auditing firm which has contacted Fidelity's borrowers in the Bay
Area.  Most, if not all, of the claims are for less than $2,000.  Judgments have
been entered against Fidelity in 5 of the matters.  One of the small claims has
been settled and one will be tried de novo on appeal as a test case in October.
                                   -- ----                                     

          In addition, a lawsuit challenging the validity of the foreclosure of
Loan No. 21-01-2350996 (REO No. 980):  Klaus v. Gateway Mortgage Company,
                                       ----------------------------------
Fidelity Federal Bank, et al., Case No. BC103801, Los Angeles Superior Court.
- - -----------------------------                                                

          The description appearing on this Schedule 3.01(iv) are for the sole
purpose of identifying to the Purchaser possible claims or contentions of which
the Seller is aware that may be made with respect to Mortgage Loans.  The Seller
makes no representation regarding the merit or lack of merit of any such claim
or contention and such descriptions are not and shall not be deemed to be an
admission of any fact or liability with respect to the matters described
thereby.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       66

                               Schedule 3.02(iv)
                               -----------------

                                Second Mortgages

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       67

2nd TD Mortgage Loan Schedule
                             Figures as of 5/31/94
Recovery Corp.

        
                                                                               
    Cat.   Loan #       Name             Address                City         Units  PType   FFB Gross  Pos   1st TD Lien Holder 
    ----   -------   ----------   ---------------------   ----------------   -----  -----   ---------  ---   ------------------
                                                                                    
1    RC    2009202   SCFTHLSINV   8051 8095 SUNRISE E     CITRUS HEIGHTS      144     RS    2,135,900   2    GMAC Mtg Corp
2    RC    2009219   SCFTHLSINV   5105 5137 ANDREA BLVD   NORTH HIGHLANDS     144     RS    1,501,623   2    GMAC Mtg Corp
3    RC    2015788   SJJOGANI     17171 ROSCOE BLVD       NORTHRIDGE          258     RS    2,092,177   2    FIDELITY FEDERAL

 

                     Address                      Phone #      1st TD Ln #
    ----------------------------------------   -------------   -----------   
                                                       
1   8360 Old York Rd, Philadelphia, PA 19117   (215)881-1650   08800617230
2   8360 Old York Rd, Philadelphia, PA 19117   (215)881-1650   08800617400
3                                                              2015771       

 

                               Schedule 3.02(xvi)
                               ------------------

                      Other Originators of Mortgage Loans

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       69

                                 Exhibit 1.01-A
                                 --------------

                                    Form of
                   Assignment of Intangible Personal Property

                       ASSIGNMENT OF GENERAL INTANGIBLES,
                              LICENSES AND PERMITS
                      -----------------------------------

          THIS ASSIGNMENT OF GENERAL INTANGIBLES, LICENSES AND PERMITS
("Assignment") is made as of the ___ day of __________, 1994, by and between
Fidelity Federal Bank, a Federal Savings Bank ("Assignor"), and ______________,
a _____________ ("Assignee").

          A.  Contemporaneously with the execution and delivery of this
Assignment, Assignor has sold and conveyed to Assignee certain real property and
improvements located thereon, if any (collectively, "Property"), pursuant to
that certain Loan and REO Purchase Agreement dated [July 9, 1994] between
Assignor and Assignee (the "Purchase Agreement").

          B.  It is a condition to the consummation of the transactions
contemplated by the Purchase Agreement that Assignor and Assignee enter into
this Assignment.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

          1. Recitals. The foregoing recitals are hereby incorporated herein by
             ---------
reference as if fully set forth at this point in the text of this Assignment.

          2. Transfer and Assignment.  Assignor does hereby sell, transfer,
             -----------------------                                       
assign, deliver, grant and convey unto Assignee, its successors and assigns, all
of Assignor's right, title and interest in, to and under the following property
and rights (collectively, "Assigned Items"), all of which are located in or
about, pertain to or are related to the Property:

          (a) All surveys, site plans, engineering, architectural, structural,
electrical, mechanical and other plans, specifications, drawings, if any, and
all other documentation of any type relating to the construction, maintenance
and/or operation of the Property.

          (b) To the extent assignable without the consent of any third party,
all warranties and guarantees, if any, from any and all parties in connection
with the construction, maintenance and operation of the Property, or in
connection with any fixtures or equipment located on the Property.

          (c) To the extent legally assignable, all licenses, permits,
authorizations, approvals, registrations, certificates of occupancy and like
authorizations issued by any governmental authority, federal, state or local, in
connection with the Property.

          3. Headings. The headings used in this Assignment are for purposes of
             ---------
convenience only and shall not be used in construing the provisions hereof.

          4.  Covenant Of Further Assurances.  The parties hereto agree to
              ------------------------------                              
execute such other documents and perform such other acts as may be reasonably
necessary or desirable to carry out the purposes of this Assignment.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       70

          6. Governing Law. This Assignment shall be governed by and construed
             --------------
in accordance with the laws of the State of California.

          7.  Severability.  The provisions of this Assignment shall be deemed
              ------------                                                    
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity or enforceability of the other
provisions hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed as of the day and year first above written.

                                       ASSIGNOR:
                                       -------- 

                                       FIDELITY FEDERAL BANK
                                       a Federal Savings Bank

                                       By:   ____________________________
                                       Name: ____________________________
                                       Title:____________________________

                                       ASSIGNEE:
                                       -------- 

                                       _________________________________,
                                       a ________________________________

                                       By:   ____________________________
                                       Name: ____________________________
                                       Title:____________________________

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       71

                                   Exhibit A
                                   ---------
                          [PROPERTY NAME AND ADDRESS]

          [Seller will attach an Exhibit A page for each REO Property]

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       72

                                 Exhibit 1.01-B
                                 --------------

                                    Form of
                                  Bill of Sale

                                  BILL OF SALE
                                  ------------

          For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Fidelity Federal Bank, a Federal Savings Bank
("Seller"), does hereby sell and deliver unto Colony Capital, Inc.
("Purchaser"), all of Seller's right, title and interest in all of the tools,
equipment, supplies, inventory, fixtures and equipment not deemed or
constituting realty, as well as all furniture, furnishings, and all other like
items of personal property which as of the date hereof are located on or used
exclusively in connection with the real property described on Exhibit 1 attached
hereto, but expressly not including any personal property that may belong to any
tenant or property manager of such real property.

          IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of this
____ day of _________________, 1994.

                                       SELLER:
           
                                       FIDELITY FEDERAL BANK,
                                       a Federal Savings Bank

                                       By:_______________________________
                                       Its:______________________________

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       73

                                   Exhibit 1
                                   ---------

                               Legal Description

         [Seller will attach a legal description of each REO Property]

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       74

                                 Exhibit 1.01-C
                                 --------------

                                    Form of
                        Equity Commitment Certification
                                        
                                     [Date]
Colony Capital, Inc.
1999 Avenue of the Stars, Suite 1200
Los Angeles, California  90067
Attention: Lawrence A. Kestin, Esq.
Facsimile: (310) 282-8808

Colony Capital, Inc.
201 Main Street, Suite 2420
Fort Worth, Texas  76102
Attention: Richard Ekleberry
Facsimile: (817) 871-4010

Re: Equity Commitment Certification Pursuant to the Loan and REO Purchase
    Agreement (Primary) dated July 13, 1994 between Fidelity Federal Bank and
    Colony Capital, Inc. (the "Purchase Agreement")

Dear Sirs:

          The undersigned hereby certifies that Fidelity Federal Bank, a Federal
Savings Bank (the "Seller") has received written and binding commitments to
purchase at least an amount of shares of the Seller's Class A Common Stock and
Class C Common Stock pursuant to the Offering Circular having an aggregate
purchase price of $110,000,000 and that such commitments are subject only to the
following conditions:

          (i) the timely receipt by the Deposit Escrow Agent of the full amount
          of the Deposit (ten percent of the Purchase Price) in accordance with
          the terms of the Deposit Escrow Agreement;

          (ii) the delivery by the Seller or J.P. Morgan Securities Inc. of
          timely notification to the purchasers of such shares that the Seller
          is calling upon their obligation to deliver the purchase price for
          such shares and consummate the purchase of such shares; and

          (iii)  the satisfaction or waiver of customary closing conditions.

          Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Purchase Agreement.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by an officer thereunto duly authorized on the date first written above.

                                       [J.P. Morgan Securities Inc. or
                                       counsel to the Seller]

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       75

                                 Exhibit 1.01-D
                                 --------------

                                    Form of
                         Half Commitment Certification
                                        
                                     [Date]

Colony Capital, Inc.
1999 Avenue of the Stars, Suite 1200
Los Angeles, California  90067
Attention: Lawrence A. Kestin, Esq.
Facsimile: (310) 282-8808

Colony Capital, Inc.
201 Main Street, Suite 2420
Fort Worth, Texas  76102
Attention: Richard Ekleberry
Facsimile: (817) 871-4010

Re: Equity Commitment Certification Pursuant to the Loan and REO Purchase
    Agreement (Primary) dated July 13, 1994 between Fidelity Federal Bank and
    Colony Capital, Inc. (the "Purchase Agreement")

Dear Sirs:

          The undersigned hereby certifies that Fidelity Federal Bank, a Federal
Savings Bank (the "Seller") has received written and binding commitments to
purchase at least an amount of shares of the Seller's Class A Common Stock and
Class C Common Stock pursuant to the Offering Circular having an aggregate
purchase price of $55,000,000 and that such commitments are subject only to the
following conditions:
 
          (i) the timely receipt by the Deposit Escrow Agent of the full amount
          of the Deposit (ten percent of the Purchase Price) in accordance with
          the terms of the Deposit Escrow Agreement;

          (ii) the timely receipt by the Seller of written and binding
          commitments to purchase at least an amount of shares of the Seller's
          Class A Common Stock and Class C Common Stock pursuant to the Offering
          Circular having an aggregate purchase price of $110,000,000

          (iii) the delivery by the Seller or J.P. Morgan Securities Inc. of
          timely notification to the purchasers of such shares that the Seller
          is calling upon their obligation to deliver the purchase price for
          such shares and consummate the purchase of such shares; and

          (iv) the satisfaction or waiver of customary closing conditions.

          Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Purchase Agreement.

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       76

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by an officer thereunto duly authorized on the date first written above.

                                       [J.P. Morgan Securities Inc. or
                                       counsel to the Seller]

                   Loan and REO Purchase Agreement (Primary)
                   -----------------------------------------

                                       77

                                                                    EXHIBIT 10.9

                            DEPOSIT ESCROW AGREEMENT
                            ------------------------

     This Escrow Agreement is made as of July 13, 1994 among COLONY CAPITAL,
INC. (the "Depositor"), FIDELITY FEDERAL BANK (the "Beneficiary") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK ("Morgan"), as Deposit Escrow Agent hereunder
(the "Deposit Escrow Agent").

     1.  Escrow Account.  The Depositor and the Beneficiary have entered into 
         --------------         
that certain Loan and REO Purchase Agreement (Primary) dated as of July 13, 1994
(the "Purchase Agreement"), and have delivered to the Deposit Escrow Agent a
copy of such executed Purchase Agreement. The Depositor has agreed to deliver to
the Deposit Escrow Agent no later than July 14, 1994, in escrow pursuant to the
terms hereof, the sum of Five Million Dollars ($5,000,000), and has agreed
pursuant to Section 2.01 of the Purchase Agreement to deposit an additional
Twenty-Two Million, Seven Hundred Thousand, Ninety-Five Dollars ($22,700,095),
which funds together constitute the "Deposit" thereunder and hereunder. The
Deposit Escrow Agent agrees to accept each tranche of said Deposit and to
establish and maintain a separate non-interest bearing escrow account therefor
and for investments and reinvestments thereof (the "Escrow Account") pursuant to
the terms hereof. Upon written notice from the Depositor, the Beneficiary or
J.P. Morgan Securities Inc. in accordance with Section 3 below, the Deposit
Escrow Agent shall liquidate the Escrow Account and pay the net proceeds of the
Escrow Account to the Beneficiary or as the Beneficiary shall direct or to the
Depositor or as the Depositor shall direct, as applicable. The funds in the
Escrow Account remain the funds of the Depositor, subject only to the rights of
the Beneficiary to receive such funds under the circumstances described in this
Agreement.

     2.  Investment.  The Deposit Escrow Agent agrees to invest each tranche of 
         ----------                     
the Deposit on the date of receipt thereof, provided that the funds and written
instructions signed by a person identified in Exhibit A hereto and specifying
the exact investment to the satisfaction of the Deposit Escrow Agent are
received by the Deposit Escrow Agent prior to 10:00 a.m. Eastern Time; and to
reinvest the Escrow Account within two business days after receipt of written
instructions signed by a person identified in Exhibit A hereto and specifying
the exact investment or reinvestment to the satisfaction of the Deposit Escrow
Agent, only in one or more of the following investments (the "Obligations") at
the time of investment:

           (i)   Direct obligations of, or obligations the principal of and
                 interest on which are unconditionally guaranteed by, the United
                 States of America; or

           (ii)  Repurchase Agreements involving Obligations listed in (A)
                 above; or

           (iii) Certificates of Deposit issued, or day of deposit to day of
                 withdrawal interest bearing accounts offered, by any bank,
                 trust company or national banking association having capital
                 stock, surplus and undivided profits not less than $50,000,000
                 as indicated in its most recently published statement of
                 condition; or

           (iv)  Money Market Investment Options identified in Exhibit B hereto;
                 or

           (v)   Such other investment as the Depositor, the Beneficiary and the
                 Deposit Escrow Agent may agree in writing.

     The initial investment hereunder shall be in repurchase agreements pursuant
to clause (ii) above. Investments may be made in Obligations of Morgan or any
affiliate of Morgan. The Deposit Escrow Agent may purchase Obligations through
Morgan and its affiliates and

Morgan and its affiliates may retain any charges or commissions customarily
imposed for such purchases as if Morgan were not Deposit Escrow Agent hereunder.
If the Deposit Escrow Agent determines that any investment instruction is not
satisfactory to it, the Deposit Escrow Agent will use reasonable efforts to
obtain a satisfactory investment instruction in lieu thereof. Interest and other
earnings on the Obligations shall be added to the Escrow Account. Any loss
incurred from an investment, including without limitation market loss resulting
from early liquidation of and all costs of investment or liquidation, including
without limitation all withholding and other taxes, will be borne by the Escrow
Account. The Depositor and the Beneficiary agree to furnish to the Deposit
Escrow Agent upon execution of this agreement and as subsequently required all
appropriate U.S. tax forms and information in order for the Deposit Escrow Agent
to comply with U.S. tax regulations. The Depositor agrees that any income earned
on the Escrow Account will be reported as calendar year income to the U.S. IRS
for the Depositor's account and shall be subject to any applicable withholding
taxes, unless the Escrow Account shall have been delivered to Beneficiary by
reason of a default by Depositor under the Purchase Agreement.

     No Obligation shall have a final maturity which exceeds August 23, 1994,
provided that on and after August 23, 1994, the Deposit Escrow Agent may invest
and reinvest the Escrow Account in Obligations having a maturity of one day; and
provided further that investments in Money Market Investment Options defined in
Exhibit B hereto and deposits in a day of deposit to day of withdrawal interest
bearing account shall be deemed to have a maturity of one day.

     3.  Disbursement of Escrow Account.
         ------------------------------ 

     (a) Except as provided in subparagraph (b) below, the net proceeds of the
Escrow Account shall be paid in accordance with the provisions of Sections 2.01
and 6.08 of the Purchase Agreement, which Sections of the Purchase Agreement
(and the definitions of the capitalized terms used in such Sections) are hereby
incorporated by reference as though fully set forth in this Section 3.
Capitalized terms used in this Section 3 and not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the Purchase
Agreement. Notice of any action taken by Deposit Escrow Agent under this Section
3 shall be given to all parties promptly. In order to effect the provisions of
this Section 3:

           (i) If the Deposit Escrow Agent receives notice from the Beneficiary
stating that the Depositor has breached or anticipatorily breached the Purchase
Agreement, or that the purchase and sale of the Assets contemplated in the
Purchase Agreement has not closed by the Closing Date as a result of a breach of
the Purchase Agreement by the Depositor or the Depositor's failure to satisfy a
condition precedent to the Closing, and such notice is also signed by the
Depositor, then the Deposit Escrow Agent shall, not later than the following
day, pay to the Beneficiary in immediately available funds by wire transfer to
the account specified by the Beneficiary, the full amount of the Deposit
including all interest earned thereon to the date of payment;

           (ii) If the Deposit Escrow Agent receives notice from the Beneficiary
stating that the Depositor has breached or anticipatorily breached the Purchase
Agreement, or that the purchase and sale of the Assets contemplated in the
Purchase Agreement has not closed by the Closing Date as a result of a breach of
the Purchase Agreement by the Depositor or the Depositor's failure to satisfy a
condition precedent to the Closing, and such notice is not signed by the
Depositor, then the Deposit Escrow Agent shall immediately notify the Depositor
of the receipt thereof and if within four business days of receipt of such
notice by the Depositor the Deposit Escrow Agent has not been notified by the
Depositor that the Depositor disputes such notice then the Deposit Escrow Agent
shall, not later than the following day, pay to the Beneficiary in immediately
available funds by wire transfer to the account specified by the Beneficiary,
the full amount of the Deposit including all interest earned thereon to the date
of payment;

                                       2

           (iii) If the Deposit Escrow Agent receives notice from the Depositor
stating that the purchase and sale of the Assets contemplated in the Purchase
Agreement has not closed by the Closing Date as a result of a breach of the
Purchase Agreement by the Beneficiary or the Beneficiary's failure to satisfy a
condition precedent to the Closing, and such notice is also signed by the
Beneficiary, then the Deposit Escrow Agent shall, not later than the following
day, repay to the Depositor in immediately available funds by wire transfer to
the account specified by the Depositor, the full amount of the Deposit including
all interest earned thereon to the date of repayment;

           (iv) If the Deposit Escrow Agent receives notice from the Depositor
stating that the purchase and sale of the Assets contemplated in the Purchase
Agreement has not closed by the Closing Date as a result of a breach of the
Purchase Agreement by the Beneficiary or the Beneficiary's failure to satisfy a
condition precedent to the Closing, and such notice is not signed by the
Beneficiary, then the Deposit Escrow Agent shall immediately notify the
Beneficiary of the receipt thereof and if within four business days of receipt
of such notice by the Beneficiary the Deposit Escrow Agent has not been notified
by the Beneficiary that the Beneficiary disputes such notice then the Deposit
Escrow Agent shall, not later than the following day, repay to the Depositor in
immediately available funds by wire transfer to the account specified by the
Depositor, the full amount of the Deposit including all interest earned thereon
to the date of repayment;

     (b) If on or after July 22, 1994 or such later date as the Depositor and
the Beneficiary shall agree in writing and notify the Escrow Deposit Agent, the
Deposit Escrow Agent has received a notice from J.P. Morgan Securities Inc. that
J.P. Morgan Securities Inc. has not received written or verbal notice from the
Office of Thrift Supervision ("OTS") that the Purchase Agreement has been
approved by the OTS, then the Deposit Escrow Agent shall, not later than the
following day, repay to the Depositor in immediately available funds by wire
transfer to the account specified by the Depositor, the full amount of the
Deposit then held, including all interest earned thereon to the date of
repayment. The parties hereto expressly acknowledge and grant their consent that
the instruction to the Deposit Escrow Agent in this Section 3(b) is irrevocable
and shall be adhered to by the Deposit Escrow Agent notwithstanding the receipt
by the Deposit Escrow Agent of any conflicting notices, instructions or demands
made by any person (including the Depositor and the Beneficiary), except for the
order of a court having proper jurisdiction expressly prohibiting the
disposition of the Deposit and interest thereon as contemplated hereunder.

     (c) If by the close of business on August 4, 1994 or such later date as the
Depositor and the Beneficiary shall agree in writing, the Deposit Escrow Agent
has received the second tranche of the Deposit of Twenty-Two Million, Seven
Hundred Thousand, Ninety-Five Dollars ($22,700,095) in accordance with Section 1
of this Agreement, and on or after the business day next following such date the
Deposit Escrow Agent receives a notice from J.P. Morgan Securities Inc. that the
closing of the issuance and sale of the Common Stock pursuant to the Offering
Circular has not occurred, then the Deposit Escrow Agent shall, not later than
the following day, repay to the Depositor in immediately available funds by wire
transfer to the account specified by the Depositor, the full amount of the
Deposit including all interest earned thereon to the date of repayment. The
parties hereto expressly acknowledge and grant them consent that the instruction
to the Deposit Escrow Agent in this Section 3(c) is irrevocable and shall be
adhered to by the Deposit Escrow Agent notwithstanding the receipt by the
Deposit Escrow Agent of any conflicting notices, instructions or demands made by
any Person (including the Depositor and the Beneficiary), except for the order
of a court having proper jurisdiction expressly prohibiting the disposition of
the Deposit and interest thereon as contemplated hereunder.

     (d) Any disputes of which the Deposit Escrow Agent has notice prior to the
payment or repayment of the Deposit in accordance with Section 3(a) above shall
be subject to Section 4(d) of this Agreement.

                                       3

     4.  The Deposit Escrow Agent.
         ------------------------ 
     (a) The Depositor and the Beneficiary agree jointly and severally to
indemnify, defend, and hold the Deposit Escrow Agent harmless against all
losses, liabilities and expenses (including attorney's fees and expenses),
arising out of or in connection with this Agreement or any transaction related
hereto, except to the extent that any such loss, liability, or expense results
from the gross negligence or willful misconduct of the Deposit Escrow Agent. The
foregoing indemnities shall survive the resignation of the Deposit Escrow Agent
and the termination of this Agreement.

     (b) The Deposit Escrow Agent's duties are only such as are specifically
provided herein, and the Deposit Escrow Agent shall incur no fiduciary or other
liability whatsoever to the Depositor or the Beneficiary, or any other person,
except to the extent the Depositor or the Beneficiary incur loss or liability
due to the Deposit Escrow Agent's gross negligence or willful misconduct. The
Deposit Escrow Agent may consult with counsel and shall be fully protected in
any action taken in good faith in accordance with such advice. The Deposit
Escrow Agent may rely and shall be fully protected in acting upon any written
instructions given to it hereunder and believed by it to have been properly
executed. The Deposit Escrow Agent shall not be liable for interest on the
Escrow Account except to the extent earned.

     (c) The Depositor and the Beneficiary agree to pay the Deposit Escrow
Agent, in equal portions, annually in advance, as compensation for the ordinary
administrative services to be rendered hereunder, a fee of $4,500 per year, or
any part thereof, from and after the date first written above payable on the
execution of this agreement and on each anniversary of the date first written
above. The Depositor and the Beneficiary agree further to pay in equal portions
all expenses of the Deposit Escrow Agent, including its attorney's fees and
expenses, which it may incur in connection with the performance of its duties
under this Agreement or the enforcement of the indemnities provided in Section
4(a). The Deposit Escrow Agent's claim for such fees and expenses and for its
indemnities provided in Section 4(a) shall constitute a first lien against the
Escrow Account.

     (d) It is understood and agreed that should any dispute arise with respect
to the payment and/or ownership or right of possession of the Escrow Account,
except as provided in Section 3(b) and 3(c) above, the Deposit Escrow Agent may
retain in its possession, without liability to anyone, all or any part of said
Escrow Account until such dispute shall have been settled either by agreement of
the parties to such dispute or by the final order, decree or judgment of a court
or other tribunal of competent jurisdiction in the United States after the time
for appeal has expired and no appeal has been perfected. The Deposit Escrow
Agent shall be under no duty whatsoever to institute or defend any such
proceedings. The Deposit Escrow Agent may turn over all or any part of the
Escrow Account to or upon instruction of such court or tribunal, without
liability to any person, in the case of any such dispute. Notice of any such
dispute or of any disposition of all or any part of the Escrow Account shall be
given by Escrow Deposit Agent to all parties promptly.

     (e) The Deposit Escrow Agent may resign at any time by giving written
notice thereof to the Depositor and the Beneficiary. Such resignation shall
become effective when a successor Deposit Escrow Agent shall have been appointed
by the Depositor and shall have accepted such appointment in writing. If an
instrument of acceptance by a successor Deposit Escrow Agent shall not have been
delivered to the Deposit Escrow Agent within 30 days after the giving of such
notice of resignation, the Deposit Escrow Agent's duties hereunder are limited
to holding the Escrow Account without further reinvestment and disposing of the
Escrow Account as directed jointly by the Depositor and the Beneficiary. The
resigning Deposit Escrow Agent may at the expense of the Depositor and the
Beneficiary petition any court of competent jurisdiction,

                                       4

including without limitation the Supreme Court of the State of New York, for the
appointment of a successor Deposit Escrow Agent and may turn over the Escrow
Account to such successor Deposit Escrow Agent.

     (f) Morgan and its affiliates may, without having to account therefor to
any person, accept deposits from, extend credit (on a secured or unsecured
basis) to and generally engage in any kind of banking, trust or other business
with the Depositor or the Beneficiary or any of their affiliates as if it were
not acting as the Deposit Escrow Agent, and may accept fees and other
consideration for services in connection with this Agreement or otherwise
without having to account for the same to any person.

     5.  Notices.  Any notices or other communications permitted or required
         -------                                                            
hereunder shall be in writing and shall be personally delivered, sent by
overnight delivery service, or mailed by certified mail, postage prepaid, and
return receipt requested or transmitted by telex, telegraph or facsimile (tested
by telephonic confirmation of receipt) to the following addresses, or such other
address as may hereafter be furnished in writing in the same manner:

           (i)    if to the Deposit Escrow Agent, to:
 
                  Morgan Guaranty Trust Company of New York
                  60 Wall Street, 36th Floor
                  New York, New York  10260
                  Attention:  Corporate Trust Administration, Norma Pane
                  Telecopier:  (212) 648-5103
                  Telephone:  (212) 648-9261

           (ii)   if to the Depositor, to

                  Colony Capital, Inc.
                  1999 Avenue of the Stars. Suite 1200
                  Los Angeles, California 90067
                  Attention: Lawrence A. Kestin
                  Telecopier:  (310)  282-8808
                  Telephone:   (310)  282-8820
         
                  with a copy to:

                  Colony Capital, Inc.
                  201 Main Street, Suite 2420
                  Fort Worth, Texas  76102
                  Attention:  Richard Ekleberry, Esq.
                  Telecopier:  (817) 871-4010
                  Telephone:  (817) 871-4080
           
                             and

           (iii)  if to the Beneficiary, to:

                  Fidelity Federal Bank, F.S.B.
                  4565 Colorado Boulevard
                  Los Angeles, California 90039
                  Attention:  Richard Greenwood
                                Chairman and CEO 

                                       5

                              and
                              ---
                              James F. Barnett
                                Senior Vice President,
                                Credit Administration
                  Telecopier: (818) 549-3002
                  Telephone: (818) 956-7100

                  with a copy to:

                  Fidelity Federal Bank
                  600 N. Brand Avenue
                  Glendale, California 91209
                  Attention:  Frederick I. Fox, Esq.
                  Telecopier:   (818)  549-3773
                  Telephone:    (818)  549-3693

Notices shall be effective on receipt.  The date of receipt of a notice
transmitted by telex, telegraph or facsimile shall be the date of such telex,
telegraph or facsimile, if sent prior to 6:00 p.m. Pacific Time, and the next
business day if sent after 6:00 p.m. Pacific Time, except that the date of
receipt of a notice transmitted to the Deposit Escrow Agent by telex, telegraph
or facsimile shall be the date of such telex, telegraph or facsimile, if sent
prior to 6:00 p.m. Eastern Time, and the next business day if sent after 6:00
p.m. Eastern Time.

     6.  Miscellaneous.  This Agreement may be amended only in writing,
         -------------                                                 
signed by the parties hereto.  It expresses the entire understanding of the
parties hereto with regard to the subject matter hereof.  No third party shall
benefit from or be entitled to enforce any provision hereof.  No party shall
assign its rights or duties hereunder except in accordance with the provisions
of Section 8.10 of the Purchase Agreement.  This Agreement shall be construed in
accordance with the laws of the State of New York.  It may be executed in
several counterparts, each one of which shall constitute an original, and all
collectively shall constitute but one instrument.

                                       6

     IN WITNESS WHEREOF, the parties have duly executed this Deposit Escrow 
Agreement as of the date first written above.

ATTEST:                                COLONY CAPITAL, INC., Depositor

[SEAL]

                                       By:   /s/ LAWRENCE A. KESTIN
- - ----------------------------------          -------------------------------
Name:                                  Name:   Lawrence A. Kestin,
Title                                  Title:  Vice President

ATTEST:

[SEAL]                                 FIDELITY FEDERAL BANK, Beneficiary

                                       By:   /s/ GODFREY B. EVANS
- - ----------------------------------          -------------------------------
Name:                                  Name:   Godfrey B. Evans
Title:                                 Title:  Senior Vice President and
                                               General Counsel

ATTEST:                                MORGAN GUARANTY TRUST 
                                       COMPANY OF NEW YORK, as Deposit
[SEAL]                                 Escrow Agent

                                       By:   /s/ NORMA R. PANE
- - ----------------------------------          -------------------------------
Name:                                  Name:   Norma R. Pane
Assistant Secretary                    Title:  Vice President

                                       7

                                   Exhibit A
                                   ---------

              Persons authorized to sign investment instructions

            Name and Title                          Signature

          Lawrence A. Kestin            /s/ LAWRENCE A. KESTIN   
                                       ------------------------------------
            Vice President

             Mark Hedstrom          
                                       ------------------------------------
            Vice President

              Kelvin Davis          
                                       ------------------------------------
        Executive Vice President

The undersigned Secretary/Assistant Secretary of the corporation identified as
the Depositor in the Deposit Escrow Agreement to which this certificate is
Exhibit A hereby certifies that the above named persons are authorized to give
investment instructions and that the title and signature of each is such
person's true title and signature.

                                       ------------------------------------
                                       Secretary/Assistant Secretary

                                       8

                                   Exhibit B
                                   ---------
                       
                        Money Market Investment Options

Money Market Fund Name                      Portfolio Asset Mix
- - ----------------------                      -------------------
                                     
Federated Trust for U.S. Treasury           U.S. Treasury Direct Obligations
Obligations

- - --------------------------------------------------------------------------------
The Pierpont (JP Morgan) Money Market       U.S. Government and agency 
Fund                                        obligations, commercial paper, 
                                            bakers' acceptances, certificates
                                            of deposit, corporate bonds

- - --------------------------------------------------------------------------------
Federated Short Term U.S. Government        Off-shore money market fund for
Securities                                  non-resident aliens of the U.S.
                                            investing in obligations of the U.S.
                                            Government and its agencies

                                       9

                                                                   EXHIBIT 10.10

================================================================================

                             FIDELITY FEDERAL BANK,
                                     Seller

                                      and

                             CITADEL REALTY, INC.,
                                   Purchaser

                         REAL ESTATE PURCHASE AGREEMENT
                           Dated as of August 3, 1994

================================================================================

                               TABLE OF CONTENTS

                                                                                     Page
                                                                                     ----
                                                                                
 ARTICLE I              DEFINITIONS................................................    1
      Section 1.01         Defined Terms...........................................    1
 ARTICLE II             SALE AND CONVEYANCE OF REO ASSETS..........................    4
      Section 2.01         Purchase and Sale of REO Assets.........................    4
      Section 2.02         Payment of Purchase Price...............................    5
      Section 2.03         Servicing...............................................    5
      Section 2.04         Closing Deliveries......................................    5
      Section 2.05         Recordation of Assignments and Deeds; Transfer Taxes....    7
      Section 2.06         Risk of Loss; Insurance.................................    7
      Section 2.07         Apportionments..........................................    8
      Section 2.08         Payment of Expenses.....................................    9
      Section 2.09         Legal Proceedings.......................................    9
      Section 2.10         Continuing Cooperation; Subsequent Documentation........   10
 ARTICLE III            REPRESENTATIONS AND WARRANTIES OF THE SELLER...............   10
      Section 3.01         General Representations and Warranties of the Seller....   10
      Section 3.02         Representations and Warranties as to the REO Property...   11
 ARTICLE IV             REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.   12
      Section 4.01         Representations and Warranties of the Purchaser.........   12
 ARTICLE V              CONDITIONS PRECEDENT.......................................   14
      Section 5.01         Conditions Precedent To Be Performed by the Seller......   14
      Section 5.02         Conditions Precedent To Be Performed by the Purchaser...   15
 ARTICLE VI             MISCELLANEOUS PROVISIONS...................................   16
      Section 6.01         Governing Law; Jurisdiction; Consent
                              to Service of Process................................   16
      Section 6.02         Hart-Scott-Rodino.......................................   17
      Section 6.03         Confidentiality.........................................   17
      Section 6.04         Broker's Fees...........................................   17
      Section 6.05         Notices.................................................   17
      Section 6.06         Severability of Provisions..............................   18
      Section 6.07         Schedules and Exhibits..................................   18
      Section 6.08         Waivers and Amendments..................................   18
      Section 6.09         No Third Party Rights...................................   18
      Section 6.10         Successors and Assigns..................................   19
      Section 6.11         Captions................................................   19
 
                        Real Estate Purchase Agreement

                                       i

                                                                                     Page
                                                                                     ----
                                                                                        
      Section 6.12      Counterparts...............................................   19
      Section 6.13      Entire Agreement...........................................   19
      Section 6.14      No Merger..................................................   19

 SCHEDULES
 ---------
   Schedule 1.01-A        REO Property Schedule
   Schedule 2.04(a)(iii)  Security Deposits
   Schedule 2.07(c)       Construction and Engineering Agreements - Parthenia
   Schedule 3.01(iv)      Litigation

 EXHIBITS
 --------

   Exhibit 1.01-A  Form of Assignment of Intangible Personal Property
   Exhibit 1.01-B  Form of Bill of Sale

                        Real Estate Purchase Agreement

                                      ii

                         REAL ESTATE PURCHASE AGREEMENT

          THIS REAL ESTATE PURCHASE AGREEMENT (this "Agreement"), dated as of
                                                     ---------               
August 3, 1994, is executed by and between Fidelity Federal Bank, a Federal
Savings Bank (the "Seller"), and Citadel Realty, Inc., a Delaware corporation
                   ------                                                    
(the "Purchaser").
      ---------   

          WHEREAS, the Seller owns certain REO Assets (as defined herein); and

          WHEREAS, the Purchaser desires to purchase and the Seller desires to
sell such REO Assets and related rights and assets;

          NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Purchaser and the Seller agree
as follows:

                                   ARTICLE I

                                   DEFINITIONS

          Section 1.01  Defined Terms.
                        ------------- 

          Whenever used in this Agreement, the following words and phrases shall
have the following meaning specified in this Article and shall apply to the
singular and plural forms:

          "Agreement" means this Real Estate Purchase Agreement including the
           ---------                                                         
schedules and exhibits hereto and all amendments hereof and supplements hereto.

          "Allocated Price" means, with respect to each REO Asset, the price set
           ---------------                                                      
forth on the REO Property Schedule as allocated to such REO Asset.

          "ALTA" means the American Land Title Association.
           ----                                            

          "Apportionment Amount" shall have the meaning set forth in Section
           --------------------                                             
2.07.

          "Assignment of Intangible Personal Property" means an Assignment of
           ------------------------------------------                        
Intangible Personal Property substantially in the form of Exhibit 1.01-A hereto.
                                                          --------------        

          "Bill of Sale" means a Bill of Sale substantially in the form of
           ------------                                                   
Exhibit 1.01-B hereto.
- - --------------        

          "Business Day" means any day other than (i) a Saturday or Sunday, or
           ------------                                                       
(ii) a day on which banking or savings and loan institutions in the State of
California are authorized or obligated by law or executive order to be closed.

          "Camelback" shall have the meaning set forth in the REO Property
           ---------                                                      
Schedule.

          "Claims" shall have the meaning set forth in Section 4.01(viii).
           ------                                                         

          "Closing" means the closing of the purchase and sale of the REO Assets
           -------                                                              
hereunder, as provided in Section 2.01.

          "Closing Date" shall have the meaning set forth in Section 2.01.
           ------------                                                   

                        Real Estate Purchase Agreement

          "Deeds" shall have the meaning set forth in Section 2.04.
           -----                                                   

          "Deviation Amount" shall have the meaning set forth in Section 2.07.
           ----------------                                                   

          "Due Diligence Materials" means the Investors' Review Files and all
           -----------------------                                           
other information with respect to the REO Properties made available by or on
behalf of the Seller to or on behalf of the Purchaser.

          "Engineering Structural Report" means a report prepared at the request
           -----------------------------                                        
of the Seller reporting the results of an inspection of a REO Property in an
area affected by the Northridge Earthquake, made by a structural engineer after
the Northridge Earthquake.

          "Escrow Agent" means the escrow agent appointed by the mutual
           ------------                                                
agreement of the Seller and the Purchaser to assist the Closing.

          "Estimated Apportionment Amount" shall have the meaning set forth in
           ------------------------------                                     
Section 2.07.

          "Harbor City" shall have the meaning set forth in the REO Property
           -----------                                                      
Schedule.

          "Insured Loss" means any condemnation (or the initiation of
           ------------                                              
proceedings therefor) that is not a Material Loss and any casualty loss that is
not a Material Loss and against which the Seller has valid insurance coverage.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
           ---------------------                                             
amended from time to time, or any successor statute, and the regulations
promulgated and the rulings issued thereunder.

          "Investors' Review File" means, as to each REO Property, the
           ----------------------                                     
information contained in the files made available to the Purchaser's
representatives at the Seller's offices located at 700 North Central Avenue,
Glendale, California, together with all supplementery information made available
to the Purchaser at the Seller's offices or directly to the Purchaser prior to
the date of this Agreement, which consisits of some or all of the following with
respect to a particular REO Asset: (a) any physical inspection report concerning
the related REO Property; (b) any Engineering Structural Report concerning the
related REO Property; and (c) any title updates, current rent rolls, current
operating statements, appraisals and similar materials prepared for presentation
to investors.

          "Material Loss" means a casualty loss with respect to an REO Property
           -------------                                                       
of more than twenty-five percent (25%) of its Allocated Price, or a condemnation
(or the initiation of proceedings therefor) of more than 25%  of the Premises of
an REO Property or that substantially impairs (or would impair) the ability to
use the Premises of an REO Property for its intended purpose, whether or not the
Seller has insurance against such casualty or condemnation, or any material
casualty loss with respect to an REO Property against which the Seller does not
have insurance.

          "Northridge Earthquake" means the major seismic event of January 17,
           ---------------------                                              
1994, centered in the Northridge or Reseda area of Los Angeles, California, and
all subsequent seismic events deemed to be aftershocks thereto and occurring
prior to the Closing Date.

          "Parthenia" shall have the meaning set forth in the REO Property
           ---------                                                      
Schedule.

                        Real Estate Purchase Agreement

                                       2

          "Permitted Encumbrances" means (a) the lien of real estate taxes and
           ----------------------                                             
assessments, ground rents and other obligations under ground leases, personal
property taxes, water rates, water frontage charges and/or meter charges, sewer
taxes or rents, and vault charges, in each case not yet due and payable or, if
due and payable, which may be paid without interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record of a type acceptable to lending institutions generally, (c)
mechanics' or similar liens or claims for work, labor and materials relating to
work performed by tenants on such REO Property (except any mechanic's liens or
similar liens or claims relating to work performed  by Seller or by tenants at
the expense of Seller), (d) zoning and other land use restrictions and
ordinances, including, without limitation, landmark, historic and wetland
designations, (e) other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the security intended to
be provided by the mortgage previously granted in connection with the REO Loan,
(f) rights of tenants under leases or other rights of tenants or rights of other
occupants of the Premises, and (g) any laundry or other equipment leases.

          "Person" means any individual, corporation, partnership, joint
           ------                                                       
venture, association, joint-stock company, trust, incorporated organization or
government or any agency or political subdivision thereof.

          "Premises" means, with respect to an REO Property, the buildings and
           --------                                                           
improvements on such REO Property.

          "Purchase Price" shall be an amount equal to $19,822,000.
           --------------                                          

          "Purchaser" shall have the meaning set forth in the preamble to this
           ---------                                                          
Agreement.

          "Purchaser Loan Documents" means the Purchaser Notes, Purchaser
           ------------------------                                      
Mortgages, environmental indemnity agreements and the other agreements and
documents customarily required by the Seller in making similar loans secured by
commercial or multi-family residential real property, as applicable, all in the
form of the Seller's customary agreements and documents for such loans.

          "Purchaser Mortgage" means a deed of trust or mortgage creating a lien
           ------------------                                                   
on an REO Property to secure a Purchaser Note, in the form of the Seller's
customary deed of trust or mortgage for a similar loan secured by commercial or
multi-family residential real property, as applicable.

          "Purchaser Notes" means the promissory notes to be executed by the
           ---------------                                                  
Purchaser in favor of the Seller to pay a portion of the Purchase Price, as
follows: (i) a seven (7) year promissory note in the principal amount of
$4,450,000, bearing interest at an initial rate of 9.25% for twelve (12) months
and thereafter at a variable rate based on the LIBOR plus 4.50%, amortized on a
twenty-five (25) year schedule, and secured by a Purchaser Mortgage on
Camelback; (ii) a ten (10) year promissory note in the principal amount of
$5,775,000, bearing interest at an initial rate of 7.25% for twelve (12) months
and thereafter at a variable rate based on the One-year Treasury Constant
Maturity rate plus 3.625%, amortized on a thirty (30) year schedule, and secured
by a Purchaser Mortgage on Vesselich; and (iii) a ten (10) year promissory note
in the principal amount of $3,705,000, bearing interest at an initial rate of
7.25% for twelve (12) months and thereafter at a variable rate based on the One-
year Treasury Constant Maturity rate plus 3.75%, amortized on a thirty (30) year
schedule, and secured by a Purchaser Mortgage on Harbor City.  All of the
Promissory Notes shall be in the form of the Seller's customary promissory notes
for similar loans secured by commercial or multi-family residential real
property, as applicable.

                        Real Estate Purchase Agreement

                                       3

          "REO Assets" means all the Seller's right, title and interest in and
           ----------                                                         
to the REO Properties and the REO Personal Property.  REO Assets do not include
rights to pursue deficiency judgments against any loan obligors from whom such
REO Properties were acquired.

          "REO Loan" means a mortgage loan previously held by the Seller
           --------                                                     
pursuant to which mortgaged property became REO Property.

          "REO Personal Property" means the tangible and intangible personal
           ---------------------                                            
property located on, appurtenant to or used exclusively in connection with the
management of, the REO Property on the Closing Date, if any.  The Seller makes
no representation or warranty concerning the existence of any such REO Personal
Property.

          "REO Property" means (i) the real property to which title has been
           ------------                                                     
acquired by the Seller by foreclosure, deed in lieu of foreclosure or similar
means which is identified on the REO Property Schedule, and the related
Premises.  An REO Property includes all of the Seller's ownership and rights, if
any, to land lying in the bed of any street or highway, opened or proposed,
adjoining the relevant Premises to the center line thereof, and all fixtures,
attachments, appliances, equipment, machinery and other articles, if any,
attached or appurtenant to the relevant Premises on the date of this Agreement.

          "REO Property Schedule" means the list of REO Properties subject to
           ---------------------                                             
this Agreement and identified on Schedule 1.01-A attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each REO Property as of the
date of this Agreement:

                  (i) the identifying number of the related REO Loan;

                  (ii) the street address and unit number, if any, of the REO
          Property including state and zip code;

                  (iii)  the type of real property constituting the REO
          Property; and

                  (iv) the portion of the Purchase Price allocated to the
          related REO Asset.

          "Seller" shall have the meaning set forth in the preamble to this
           ------                                                          
Agreement.

          "Vesselich" shall have the meaning set forth in the REO Property
           ---------                                                      
Schedule.

                                   ARTICLE II

                        SALE AND CONVEYANCE OF REO ASSETS

          Section 2.01  Purchase and Sale of REO Assets.
                        ------------------------------- 

          The Seller hereby agrees to sell, assign, transfer, set over and
convey to the Purchaser, and the Purchaser hereby agrees to purchase, all of the
Seller's right, title and interest in and to the REO Assets, without recourse to
the Seller except as expressly set forth herein, on July __, 1994, or such other
date as is agreed between the Purchaser and the Seller (the "Closing Date").
                                                             ------------    
The Purchaser hereby agrees to assume each and every obligation of the Seller
(if any) arising on or after the Closing Date and relating to the REO Assets.
On the Closing Date, the Seller shall also deliver to the Purchaser or to a
custodian designated by the Purchaser all documents and instruments specified in
Section 2.04.  On the Closing Date, the Purchaser shall pay

                        Real Estate Purchase Agreement

                                       4

to the Seller or its designee, in accordance with Section 2.02, the Purchase
Price, plus or minus, as the case may be, the Estimated Apportionment Amount,
and shall deliver to the Seller the documents and instruments specified in
Section 2.04(b). The Seller and the Purchaser agree that no part of the Purchase
Price is allocable to any REO Personal Property.

          The Closing shall take place at the offices of the Seller or its
attorneys at 9:00 AM (P.D.T.) on the Closing Date or, upon reasonable notice by
the Seller to the Purchaser, at such other time or place on the Closing Date as
may be designated by the Seller.

          Section 2.02  Payment of Purchase Price
                        -------------------------

          On the Closing Date, the Purchaser shall pay the Purchase Price to the
Seller by paying $5,892,000 in cash, by wire transfer in immediately available
funds to the account specified by the Seller, or if no account is specified
before two Business Days prior to such date, by bank certified check payable in
next day funds; and by the execution and delivery to the Seller of the Purchaser
Notes, the Purchaser Mortgages and the other Purchaser Loan Documents.

          The Purchaser acknowledges that, in addition to the Purchase Price,
the Purchaser shall pay to the Seller the loan fees set forth in the Purchaser
Loan Documents incurred in connection with the credit facilities provided to the
Purchaser pursuant to this Section.

          Section 2.03  Servicing.
                        --------- 

          From the date of this Agreement up to and including the Closing Date,
without the consent of the Purchaser, the Seller shall continue to service the
REO Properties, to the extent practicable, using the same servicing procedures
applicable to the REO Properties as the Seller used for its own account prior to
the date of this Agreement as it would follow for its own account; provided,
however, that Seller shall not negotiate or execute any commercial leases or
commit to any capital expenditures on the REO Properties during this period
without the prior written consent of the Purchaser.

          Section 2.04  Closing Deliveries.
                        ------------------ 

          (a) The Seller shall, on the Closing Date, deliver and release to the
Escrow Agent the following documents and items in respect of each REO Asset:

                  (i) Grant deeds or their equivalent (special warranty deeds)
          under the law of the State where the REO Property is located (the
          "Deeds"),  duly executed and acknowledged by the Seller, in proper
          ------                                                            
          form for recording, conveying to the Purchaser good and marketable fee
          simple title to the REO Properties, subject only to Permitted
          Encumbrances and such other matters to which the Purchaser is required
          or agrees to be subject pursuant to this Agreement.  For convenience,
          at the Seller's option, there may be omitted from the Deeds a listing
          of all Permitted Encumbrances and such other matters, but,
          nevertheless, such Permitted Encumbrances and other matters shall be
          incorporated therein by reference to this Agreement and shall survive
          the delivery thereof.

                  (ii) Copies of foreclosure deeds, certificates of
          foreclosures, deeds in lieu of foreclosure and related documents by
          which the Seller acquired its ownership rights to the REO Properties
          to the extent applicable and in the possession of, or reasonably
          available to, the Seller.  In addition to the foregoing items to be
          delivered to the Purchaser by the Seller as a condition to Closing,
          the 

                        Real Estate Purchase Agreement

                                       5

          parties hereby agree that the Purchaser may, at its own initiative
          and expense, make copies of such other readily accessible information
          in the possession of the Seller  related to the REO Properties as the
          Purchasers may reasonably request.

                  (iii)  Any assignments of leases in recordable form, assigning
          to the Purchaser all of the Seller's right, title and interest as
          landlord in and to leases of the REO Properties or portions thereof,
          if any, together with security deposits held by the Seller as shown on
          Schedule 2.04(a)(iii) attached hereto, and pursuant to which the
          Purchaser assumes all of the Seller's duties and obligations with
          respect thereto, together with such executed leases as the Seller has
          in its possession.

                  (iv) A Bill of Sale duly executed by the Seller and in proper
          form to transfer the Seller's right, title and interest in all of the
          tangible REO Personal Property for all of the REO Property, if any, to
          the Purchaser.

                  (v) An Assignment of Intangible Personal Property duly
          executed by the Seller and in proper form to transfer the Seller's
          right, title and interest in all of the intangible REO Personal
          Property for all of the REO Property, if any, to the Purchaser.

                  (vi) Keys and any other access devices for each REO Property
          to the extent available and in the possession of the Seller or
          instructions as to where such keys and other access devices are
          located.

                  (vii)  Letters, to be prepared by the Purchaser, executed by
          the Seller or its management agent, if any, addressed to all tenants
          of REO Properties, notifying and directing payment of all rent and
          other sums due from tenants from and after the Closing Date to be made
          to the Purchaser or at its direction.

                  (viii)  An affidavit stating that the Seller is not a "foreign
          person" pursuant to Section 1445(b)(2) of the Internal Revenue Code
          (and the Purchaser agrees that upon the execution and delivery of such
          to the Purchaser, no deduction shall be made or claimed against the
          Purchase Price by reason of the requirements of Section 1445 of the
          Internal Revenue Code).

                  (ix) An affidavit stating that Seller is exempt from the
          withholding provisions of California Revenue and Taxation Code
          Sections 18805 and/or 26131.

In addition, the Seller shall request that American Express Corporation, the
largest tenant in Camelback, execute an estoppel certificate in the form
provided by the Purchaser, but execution of such estoppel certificate shall not
be a condition of Closing or in any way affect the rights of the Seller and the
Purchaser under this Agreement.

          (b) The Purchaser shall, on the Closing Date, deliver and release to
the Seller or to a custodian designated by the Seller the following documents:

                  (i) The Purchaser Notes, duly executed by the Purchaser.

                  (ii) The Purchaser Mortgages, duly executed and acknowledged
          by the Purchaser, in proper form for recording, granting a first
          mortgage lien to the Seller, subject only to the Permitted
          Encumbrances and such other matters to which the Purchaser was
          required or agreed to be subject pursuant to this Agreement.

                        Real Estate Purchase Agreement

                                       6

                  (iii)  The other Purchaser Loan Documents, duly executed and,
          where required, acknowledged by the Purchaser.

                  (iv) Certificates of insurance, evidencing compliance by the
          Purchaser with the provisions of the Purchaser Mortgages requiring
          insurance coverage.

                  (v) An ALTA lender's policy of title insurance with
          Endorsement Nos. 100, 110.9, 116, 111.8, 103.1 (if applicable), 100.24
          (if applicable), and such other endorsements as Seller may customarily
          require based on the premilinary title report and the nature of the
          property, at the Purchaser's expense.  The parties acknowledge that
          the Escrow Agent will not be provided with ALTA surveys of the REO
          Properties.

          Section 2.05  Recordation of Assignments and Deeds; Transfer Taxes.
                        ---------------------------------------------------- 

          (a) The Seller and the Purchaser shall affect the Closing for the REO
Assets through an Escrow Agent, which Escrow Agent shall, among other things,
prepare, record and deliver Deeds in accordance with the terms hereof and any
supplementary escrow instructions mutually executed and delivered by the Seller
and the Purchaser.  The Seller and the Purchaser shall take such actions as the
Seller may reasonably require in order to allow the Closing through the Escrow
Agent, including without limitation the depositing of documents with the Escrow
Agent.  The costs and expenses of the Escrow Agent shall be borne by the
Purchaser

          (b) The Escrow Agent shall promptly upon the Closing record all Deeds
and Purchaser Mortgages and shall pay, as and when due, any transfer taxes, deed
stamps, recording fees and other similar charges required to be paid in
connection with the purchase of the REO Assets contemplated by this Agreement.
All such transfer taxes, deed stamps, recording fees and other similar charges
shall be paid through escrow by the Purchaser.

          Section 2.06  Risk of Loss; Insurance.
                        ----------------------- 

          (a) From and after the Closing Date the Purchaser assumes all risk of
loss to the REO Properties and shall arrange for insurance coverage at its
discretion.

          (b) If after the date of this Agreement and prior to the Closing Date
any REO Property or portion thereof suffers a Material Loss, then the related
REO Asset will not be sold (and the related REO Property will not be deemed an
REO Property hereunder) and the Purchase Price will be reduced by the
corresponding Allocated Price.

          (c) If after the date of this Agreement and prior to the Closing Date
any REO Property or portion thereof suffers an Insured Loss, then the Purchaser
shall purchase the related REO Asset and the Seller shall assign to the
Purchaser the condemnation proceeds or the proceeds of the insurance covering
the Insured Loss, as applicable.

          (d) If a determination as to whether a Material Loss or an Insured
Loss has occurred with respect to a REO Property cannot be made prior to the
Closing Date, the Purchaser shall purchase the related REO Asset as if such REO
Property had suffered an Insured Loss, provided, however, that if a
                                       --------  -------           
determination is made within sixty (60) days after the Closing Date that such
REO Property suffered a Material Loss, then the Purchaser, at its option, may
require the Seller to repurchase the related REO Asset at its Allocated Price by
so notifying the Seller within ten (10) Business Days of such determination.

                        Real Estate Purchase Agreement

                                       7

          Section 2.07  Apportionments.
                        -------------- 

          (a) The following items received or paid by or on behalf of the Seller
prior to the Closing Date shall be apportioned between the Seller and the
Purchaser as of 11:59 p.m. on the day preceding the Closing Date:

                  (i) All payments, rents and other income or proceeds with
          respect to the related REO Property, on a cash basis, including
          without limitation, rents, month to month holdover charges, furniture
          rentals, corporate rentals and services, and laundry equipment
          rentals.

                  (ii) Real property taxes and assessments, and amounts prepaid
          or payable for any hazard insurance policy or other insurance policy
          being transferred to the Purchaser.

                  (iii)  Utility charges, including water, sewer, electricity
          and gas, and maintenance charges, if any, for sewers.  In conjunction
          with such apportionments, the Purchaser and the Seller shall notify,
          or cause to be notified, all utilities servicing the REO Properties of
          the change in ownership and direct that all future billings be made to
          the Purchaser at the address of the REO Property with no interruption
          of service and the Seller shall secure the release of any such utility
          deposits, provided that the Purchaser shall cooperate in the same
          without expense to the Purchaser.  The Seller shall use its best
          efforts to procure final meter readings for all utilities as of the
          Closing Date and to have such bills rendered directly to the Seller.
          To the extent that tenants are responsible for and receive all such
          statements, no such notifications shall be required.

                  (iv) Fees and charges under any management, service, supply,
          security, maintenance or other similar contracts, and common charges.

                  (v) Other operating expenses for the REO Properties, including
          without limitation prepaid expenses and accounts payable with respect
          to such expenses.

          (b)    The actual net amount of the apportionments described in
Section 2.07(a) shall be the "Apportionment Amount."  For purposes of the
                              --------------------                       
Closing Date the Seller shall calculate an estimate of the Apportionment Amount
(the "Estimated Apportionment Amount"), on the basis of the actual amounts of
      ------------------------------                                         
any items apportioned if known by the Seller as of the Closing Date, or the
Seller's good faith estimation of such amounts, if not so known.  The Seller or
the Purchaser, as applicable, shall pay to the other party the Estimated
Apportionment Amount in accordance with Section 2.01.  The Seller shall deliver
a reconciliation report to the Purchaser within sixty (60) days after the
Closing Date which shall set forth the actual deviations from any such good
faith estimations and the overall deviation between the Apportionment Amount and
the Estimated Apportionment Amount (the "Deviation Amount").  The party which
                                         ----------------                    
received the benefit of the Deviation Amount shall pay such amount to the other
party hereto by wire transfer of immediately available funds to the account
specified by the Seller or the Purchaser, as the case may be, within ten (10)
Business Days after the Seller delivers such reconciliation report to the
Purchaser, or if no account is specified before two Business Days prior to such
date, by bank certified check payable in next day funds.

                        Real Estate Purchase Agreements

                                       8

          (c)  Notwithstanding anything to the contrary contained in the
foregoing, with respect to Parthenia the Seller shall complete and shall pay for
all fees and expenses associated with the earthquake repairs and related
improvements currently in process as described in the construction and
engineering contracts attached hereto as Schedule 2.07(c), regardless of whether
such payments become due before or after the Closing Date.

          2.08  Payment of Expenses.
                ------------------- 

          After the date of this Agreement, the Seller shall continue to pay any
expenses of the kind described in Section 2.07 which become due and payable in
the ordinary course of business and include such expenses in the apportionment
under Section 2.07.  The Seller shall not pay any such expenses becoming due and
payable on or after the Closing Date.

          Section 2.09  Legal Proceedings.
                        ----------------- 

          (a) With respect to any REO Property that is, as of the Closing Date,
the subject of litigation or other legal proceeding (including, without
limitation, a bankruptcy, eviction, foreclosure or receivership proceeding), the
Purchaser agrees that it shall, at its own cost, within thirty (30) days after
the Closing Date, (i) notify the Clerk of the Court, all parties who have
appeared, all counsel of record and any other Person required by law to be
notified, in each such proceeding, of the transfer of the REO Property from the
Seller to the Purchaser, (ii) file pleadings to relieve the Seller's counsel of
record from further responsibility in such litigation or other legal proceeding
(unless said counsel has agreed, with the Seller's written consent, to represent
the Purchaser in said proceedings at the Purchaser's expense), and (iii) remove
the Seller as a party in such action and substitute the Purchaser as the real
party-in-interest, and change the caption thereof accordingly.  In connection
therewith, after the Closing Date, the Purchaser shall have the sole
responsibility to obtain all documents pertaining to the REO Property then in
the possession of any such counsel and to determine the appropriate direction
and strategy for such litigation or other legal proceeding.  The Seller agrees
to cooperate and use reasonable efforts to assist the Purchaser in obtaining the
release of such documents to the Purchaser.  The Purchaser acknowledges that its
failure to comply with the provisions of this Section 2.09 may affect the
Purchaser's rights in any such litigation or other legal proceeding (and may
result, without limitation, in dismissal with prejudice or the running of any
statute of limitations).  If the Purchaser fails to comply with the above
requirements (i) through (iii), the Seller may, but is not obligated to, take
such actions as it deems necessary to effectuate the provisions of this Section
2.09.  Notwithstanding the foregoing, this Section 2.09 shall not apply to any
litigation in which the Seller is named a party defendant.

          (b) Any costs and legal fees incurred by the Seller in connection with
such litigation or other legal proceeding from and after the date of this
Agreement, including without limitation any fees and costs incurred by the
Seller in connection with the Purchaser's failure to comply with the above
requirements, shall be reimbursed by the Purchaser and the Purchaser hereby
indemnifies the Seller therefor.  If, after the Closing Date, either party
receives an invoice for any legal fees and costs incurred in connection with
such litigation or other legal proceeding that are payable by the other party,
then the party receiving such invoice shall promptly forward such invoice to the
other party and such other party shall pay directly or, in the event the party
receiving such invoice has paid the amounts due thereon, reimburse the party
receiving the invoice promptly, but not later than ten (10) Business Days
following receipt of such invoice.

          (c) If the Purchaser shall receive any pleadings relating to any REO
Property that name the Seller as a party, then immediately following receipt of
any such pleadings the Purchaser shall notify the Seller thereof and promptly
deliver copies of such pleadings to the Seller and otherwise comply with the
provisions of this Section 2.09.

                        Real Estate Purchase Agreement

                                       9

          Section 2.10  Continuing Cooperation; Subsequent Documentation.
                        ------------------------------------------------ 

          At any time, and from time to time after the Closing Date, upon the
reasonable request of either party hereto, and at the expense of such party, the
other party shall do, execute, acknowledge and deliver, and shall cause to be
done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required
in order to accomplish any provision herein, including without limitation the
assignment of any financing statements, guarantees and the like.  In addition,
in the event that the Seller determines subsequent to the Closing Date that it
needs access to any documents relating to an REO Property for accounting, tax,
litigation or other purposes, the Purchaser shall promptly provide copies of
such documents to the Seller, to the extent in the Purchaser's possession, and
at the Seller's expense.

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF THE SELLER

          Section 3.01  General Representations and Warranties of the Seller.
                        ---------------------------------------------------- 

          The Seller represents and warrants to the Purchaser that as of the
date hereof and as of the Closing Date:

                  (i) Due Organization.  The Seller is a federal savings bank,
                      ----------------                                        
          duly chartered, validly existing and in good standing under the
          federal laws of the United States.

                  (ii) Authorization; Binding Obligation.  The Seller has the
                       ---------------------------------                     
          corporate power and authority to hold each REO Asset, to sell each REO
          Asset, to execute, deliver and perform this Agreement, and to enter
          into and consummate all transactions contemplated by this Agreement.
          The Seller has duly authorized the execution, delivery and performance
          of this Agreement and has duly executed and delivered this Agreement,
          and this Agreement, assuming due authorization, execution and delivery
          by the Purchaser, constitutes a legal, valid and binding obligation of
          the Seller, enforceable against it in accordance with its terms,
          subject to bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting creditors' rights generally (including
          laws and regulations affecting the rights of creditors of federal
          savings banks) and to general principles of equity (regardless of
          whether such enforcement is considered in a proceeding in equity or at
          law).

                  (iii)  No Conflict.  The consummation of the transactions
                         -----------                                       
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the Seller's
          charter or by-laws or any material agreement or instrument to which
          the Seller is now a party, or constitute a default or result in an
          acceleration under any of the foregoing, or result in the violation of
          any law, rule, regulation, order, judgment or decree to which the
          Seller or its property is subject, which conflict, breach, default,
          acceleration or violation would have a material adverse effect on the
          ability of the Seller to perform its obligations under this Agreement.

                  (iv) No Litigation.  Except for unlawful detainer actions and
                       -------------                                           
          actions under the United States Bankruptcy Code against a tenant of an
          REO Property, and

                        Real Estate Purchase Agreement

                                       10

          except as set forth in Schedule 3.01(iv) hereto, there is no action,
          suit proceeding or investigation pending or, to the Seller's
          knowledge, threatened against the Seller or relating to any REO Asset,
          which challenges, relates to, or adversely affects the right, title or
          interest of the Seller in or to such REO Asset or, if determined
          adversely to the Seller, would prevent the consummation of the sale of
          such REO Asset to the Purchaser as contemplated hereby.

                  (v) No Consent Required.  No consent, approval, authorization
                      -------------------                                      
          or order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Seller or for the
          performance by the Seller of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date.

                  (vi) Foreign Person.  The Seller is not a foreign person
                       --------------                                     
          within the meaning of Section 1445(f) of the Internal Revenue Code,
          and the Seller agrees to execute any and all documents necessary or
          required by the Internal Revenue Service in connection with such
          declaration.

                  (vii)  No Delinquencies.  To the best knowledge of the Seller,
                         ----------------                                       
          except as disclosed in the Due Diligence Materials, there are no
          delinquent taxes, ground rents, water charges, sewer rents,
          assessments or other similar delinquent charges adversely affecting
          any REO Property that gives rise to a lien thereon.

                  (viii)  Condemnation.  To the best of the Seller's knowledge,
                          ------------                                         
          there is no proceeding pending or threatened for the total or partial
          condemnation of any REO Property so as to adversely affect the value
          of the REO Property or the use for which the Premises were intended.

  Section 3.02  Representations and Warranties as to the REO Properties.
                ------------------------------------------------------- 

          The Seller hereby represents and warrants to the Purchaser that as of
the Closing Date:

               (i) True Information.  The information set forth on the REO
                   ----------------                                       
          Property Schedule is true and correct in all material respects.

               (ii)  Ownership and Title.  With respect to each REO Property,
                     -------------------                                     
          the Seller has good title thereto and is the sole owner thereof, free
          and clear of any other ownership interest or participation interest in
          favor of any other Person, subject only to Permitted Encumbrances.

               (iii)  No Delinquencies.  To the best knowledge of the Seller,
                      ----------------                                       
          except as disclosed in the Due Diligence Materials, there are no
          delinquent taxes, ground rents, water charges, sewer rents,
          assessments or other similar delinquent charges adversely affecting
          any REO Property that gives rise to a lien thereon.

               (iv) Condemnation.  To the best of the Seller's knowledge, there
                    ------------                                               
          is no proceeding pending or threatened for the total or partial
          condemnation of any REO Property so as to adversely affect the value
          of the REO Property or the use for which the Premises were intended.

                        Real Estate Purchase Agreement

                                       11

               (v) Investors' Review File.  To the best of the Seller's
                   ----------------------                              
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related REO Preperty.  The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons.  The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File.  The Purchaser acknowledges that the
          Investors' Review File may not include all opinions of value in the
          Seller's possession, if any.

                                    ARTICLE IV

                         REPRESENTATIONS, WARRANTIES AND

                            COVENANTS OF THE PURCHASER

          Section 4.01  Representations and Warranties of the Purchaser
                        -----------------------------------------------

          The Purchaser represents and warrants to the Seller that as of the
date hereof and as of the Closing Date:

                  (i) Due Organization.  The Purchaser has been duly organized
                      ----------------                                        
          and is validly existing and in good standing as a corporation under
          the laws of the State of Delaware.

                  (ii) Authorization; Binding Obligation.  The Purchaser has the
                       ---------------------------------                        
          corporate power and authority to execute, deliver and perform this
          Agreement and to enter into and consummate all the transactions
          contemplated by this Agreement.  The Purchaser has duly authorized the
          execution, delivery and performance of this Agreement and has duly
          executed and delivered this Agreement, and this Agreement, assuming
          due authorization, execution and delivery by the Seller, constitutes a
          legal, valid and binding obligation of the Purchaser, enforceable
          against it in accordance with its terms, subject to bankruptcy,
          insolvency, reorganization, moratorium and other similar laws
          affecting creditors' rights generally and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding inequity or at law).

                  (iii)  No Conflict.  The consummation of the transactions
                         -----------                                       
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the
          Purchaser's charter or by-laws or any material agreement or instrument
          to which the Purchaser is now a party, or constitute a default or
          result in an acceleration under any of the foregoing, or result in
          violation of any law, rule, regulation, order, judgment or decree to
          which the Purchaser or its property is subject, which conflict,
          breach, default, acceleration or violation would have a material
          adverse effect on the ability of the Purchaser to perform its
          obligations under this Agreement.

                  (iv) No Litigation.  There is no action, suit proceeding or
                       -------------                                         
          investigation pending or, to the Purchaser's knowledge, threatened
          against the Purchaser, which, if determined adversely to the
          Purchaser, would prevent the consummation of the purchase of the REO
          Assets by the Purchaser as contemplated hereby.

                        Real Estate Purchase Agreement

                                       12

                  (v) No Consent Required.  No consent, approval, authorization
                      -------------------                                      
          or order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Purchaser or for the
          performance by the Purchaser of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date.

                  (vi) Decision to Purchase.  The Purchaser is a sophisticated
                       --------------------                                   
          investor and its bid and decision to purchase the REO Assets are based
          upon its own independent evaluations of the Due Diligence Materials
          and other materials deemed relevant by the Purchaser and its agents.
          The Purchaser has had an opportunity to examine the Properties and
          hereby accepts the physical condition and state of repair thereof.
          The Purchaser hereby expressly acknowledges that it is fully aware of
          the physical condition and state of repair of the Properties and has
          inspected the Properties to the extent it has deemed necessary and
          agrees to purchase the REO Assets taking into account the related
          Properties in their "as is" condition "with all faults" as of the
          Closing Date, except to the extent that the Seller has expressly made
          a representation or warranty in this Agreement.  The Purchaser is
          entering into this Agreement based solely upon such evaluations and
          inspections, and has not relied upon any oral or written information
          or any representations or warranties whatsoever from the Seller or any
          of its respective employees, affiliates, agents or representatives,
          other than the representations and warranties of the Seller expressly
          contained herein.  WITHOUT LIMITATION OF THE FOREGOING, THE PURCHASER
          ACKNOWLEDGES THAT THE SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES
          EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT, AS TO THE REO
          PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE VALUE, MARKETABILITY,
          CONDITION OR FUTURE PERFORMANCE THEREOF, THE EXISTENCE OF ANY LEASES
          OR THE STATUS OF ANY TENANCIES OR OCCUPANCIES WITH RESPECT THERETO,
          THE APPLICABILITY OF ANY RENT CONTROL OR RENT STABILIZATION LAWS, OR
          THE COMPLIANCE OR LACK OF COMPLIANCE THEREOF WITH ANY LAWS, INCLUDING
          WITHOUT LIMITATION ENVIRONMENTAL AND LAND USE OR OCCUPANCY LAWS) OR
          OTHERWISE, AND THAT NO EMPLOYEE OR REPRESENTATIVE OF THE SELLER HAS
          BEEN AUTHORIZED TO MAKE ANY STATEMENTS OR REPRESENTATIONS OR
          WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT.

                  (vii)  Environmental Risks.  The Purchaser acknowledges and
                         -------------------                                 
          agrees that there may be certain environmental issues and/or risks
          with respect to an REO Property (including the Premises) which may or
          may not be visible or apparent and which may or may not be above or
          below the surface thereof.  Any materials relating to environmental
          conditions which may be in the Investors' Review File or is otherwise
          provided or made available by the Seller, is provided with no
          representations whatsoever as to the accuracy, completeness or
          timeliness of any information contained in such report or materials,
          or the expertise with which they were prepared.  The Purchaser
          acknowledges that the Seller has not prepared or warranted such
          information, and that the Seller shall have no liability whatsoever in
          connection with such report or materials.

                 (viii)  Purchaser's Intent.  Purchaser is acquiring the REO
                         ------------------                                 
          Properties with the objective of prudent divestiture of the REO
          Properties, not with a view to operation of the REO Properties on a
          long-term basis.  During the time that 

                        Real Estate Purchase Agreement

                                       13

          Purchaser is an "affiliate" of Seller, as defined in regulations of
          the Office of Thrift Supervision, and the Purchaser Notes are held by
          the Seller, Seller shall be engaged only in activities described in
          Section 1467a(c)(2)(F)(i) of the Home Owners' Loan Act.

                  (ix) Purchaser's Release of Seller.  The Purchaser, for
                       -----------------------------                     
          itself, its successors and its assigns, hereby releases and discharges
          the Seller and its officers, directors, employees, successors and
          assigns from and against any and all claims, demands, liabilities,
          obligations, damages, actions, causes of action, judgments, liens,
          bonding requirements, losses, expenses, fines, charges, penalties,
          administrative and judicial proceedings and orders, and enforcement
          actions of every kind, including attorneys' fees and court costs
          ("Claims"), known or unknown, present or future, fixed or contingent,
          --------                                                             
          against the Seller at any time by reason of or arising out of the
          violation of the Comprehensive Environment Response, Compensation and
          Liability Act of 1980, as amended, or any other federal, state or
          local environmental laws by any Person, or the presence of hazardous
          materials on any REO Property.

                    The Purchaser, for itself, its successors and its assigns,
          hereby agrees, represents, and warrants that the matters released in
          this Section 4.01(viii) are not limited to matters that are known or
          disclosed, and the Purchaser hereby waives any and all rights and
          benefits that it now has, or in the future may have, conferred upon it
          by virtue of the provisions of Section 1542 of the Civil Code of the
          State of California (or any other statute or common law principles of
          similar effect), which provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR.

                    In this connection, the Purchaser hereby agrees, represents,
          and warrants that it realizes and acknowledges that factual matters
          now unknown to it may have given or may hereafter give rise to Claims
          that are presently unknown, unanticipated, and unsuspected, and it
          further agrees, represents, and warrants that this release has been
          negotiated and agreed upon in light of that realization and it
          nevertheless hereby intends to release, discharge, and acquit the
          Seller and its officers, directors, employees, successors and assigns
          from any such unknown Claims described in the first paragraph of this
          Section 4.01(viii).

                                   ARTICLE V

                               CONDITIONS PRECEDENT

          Section 5.01  Conditions Precedent To Be Performed by the Seller.
                        -------------------------------------------------- 

          As a condition to the obligations of the Purchaser to purchase the REO
Assets, the Seller shall deliver or cause to be delivered to the Purchaser on or
before the Closing Date the following documents:

                  (i) the documents described in Section 2.04;

                        Real Estate Purchase Agreement

                                       14

                  (ii) an officer's certificate of the Seller, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Seller authorizing its sale of the REO Assets and the
          other transactions contemplated hereby and the execution and delivery
          of all documents described herein, (b) the authority of the officer(s)
          signing on behalf of the Seller, and (c) the continued accuracy in all
          material respects of the representations and warranties contained in
          this Agreement as if such representations and warranties were made by
          the Seller on the Closing Date; and

                  (iii)  an opinion of counsel (which may be internal counsel)
          to the Seller, dated as of the Closing Date, to the effect that: (a)
          the Seller is a federal savings bank, duly chartered, validly existing
          and in good standing under the federal laws of the United States; (b)
          this Agreement has been duly authorized, executed and delivered on the
          part of the Seller and, assuming due authorization, execution and
          delivery by the Purchaser, constitutes a legal, valid and binding
          obligation of the Seller enforceable against it in accordance with its
          terms, subject to applicable bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally (including laws and regulations affecting the rights of
          creditors of federal savings banks) and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding in equity or at law), subject to customary assumptions and
          qualifications; (c) the consummation of the transactions contemplated
          by this Agreement will not conflict with or result in a breach of any
          of the terms, conditions or provisions of the Seller's charter or by-
          laws or any material agreement or instrument to which the Seller is
          now a party and known to such counsel, or constitute a default or
          result in an acceleration under any of the foregoing, or result in the
          violation of any law, rule, regulation, order, judgment or decree to
          which the Seller or its property is subject and known to such counsel,
          which conflict, breach, default, acceleration or violation would have
          a material adverse effect on the ability of the Seller to perform its
          obligations under this Agreement; (d) except as described on a
          schedule to the Agreement, there is no action, suit, proceeding or
          investigation pending or threatened against the Seller or relating to
          any REO Asset and known to such counsel, which, if determined
          adversely to the Seller, would prevent the consummation of the sale of
          the REO Assets to the Purchaser as contemplated hereby; and (e) no
          consent, approval, authorization or order of any court or governmental
          agency is required for the execution and delivery of this Agreement by
          the Seller or for the performance by the Seller of its obligations
          hereunder or, if required, such consent, approval, authorization or
          order will have been obtained prior to the Closing Date.

          Section 5.02  Conditions Precedent To Be Performed by the Purchaser.
                        ----------------------------------------------------- 

          As a condition to the obligations of the Seller to sell the REO
Assets, the Purchaser shall deliver or cause to be delivered to the Seller on or
before the Closing Date the following documents:

                  (i) an officer's certificate of the Purchaser, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Purchaser authorizing its purchase of the REO Assets
          and the other transactions contemplated hereby and the execution and
          delivery of all documents described herein, (b) the authority of the
          officer(s) signing on behalf of the Purchaser, and (c) the continued
          accuracy in all material respects of the representations and
          warranties contained in

                        Real Estate Purchase Agreement

                                       15

          this Agreement as if such representations and warranties were made by
          the Purchaser on the Closing Date; and

                  (ii) an opinion of counsel (which may be internal counsel) to
          the Purchaser, dated as of the Closing Date, to the effect that: (a)
          the Purchaser is corporation, duly organized, validly existing and in
          good standing under the laws of the State of Delaware; (b) this
          Agreement and each of the Purchaser Loan Documents has been duly
          authorized, executed and delivered on the part of the Purchaser and,
          assuming due authorization, execution and delivery by the Seller, each
          constitutes a legal, valid and binding obligation of the Purchaser
          enforceable against it in accordance with its terms, subject to
          applicable bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting creditors' rights generally and to
          general principles of equity (regardless of whether such enforcement
          is considered in a proceeding in equity or at law), subject to
          customary assumptions and qualifications; (c) the consummation of the
          transaction contemplated by this Agreement and the Purchaser Loan
          documents will not conflict with or result in a breach of any of the
          terms, conditions or provisions of the Purchaser's charter or by-laws
          or any material agreement or instrument to which the Purchaser is now
          a party and known to such counsel, or constitute a default or result
          in an acceleration under any of the foregoing, or result in the
          violation of any law, rule, regulation, order, judgment or decree to
          which the Purchaser or its property is subject and known to such
          counsel, which conflict, breach, default, acceleration or violation
          would have a material adverse effect on the ability of the Purchaser
          to perform its obligations under this Agreement; (d) there is no
          action, suit, proceeding or investigation pending or threatened
          against the Purchaser and known to such counsel, which, if determined
          adversely to the Purchaser, would prevent the consummation of the
          purchase of the REO Assets by the Purchaser as contemplated hereby;
          and (e) no consent, approval, authorization or order of any court or
          governmental agency is required for the execution and delivery of this
          Agreement or the Purchaser Loan Documents by the Purchaser or for the
          performance by the Purchaser of its obligations under this Agreement
          and the Purchaser Loan Documents or, if required, such consent,
          approval, authorization or order will have been obtained prior to the
          Closing Date.

                                   ARTICLE VI

                             MISCELLANEOUS PROVISIONS

          Section 6.01  Governing Law; Jurisdiction; Consent to Service of
                        --------------------------------------------------
                        Process.
                        --------

          This Agreement shall be governed by and construed in accordance with
the internal laws of the State of California, United States of America.  Each of
the parties hereto hereby irrevocably (i) submits to the non-exclusive
jurisdiction of the courts of the State of California and the federal courts of
the United States of America for the Central District of California for the
purpose of any action or proceeding relating to this Agreement; (ii) waives, to
the fullest extent permitted by law, the defense of an inconvenient forum in any
action or proceeding in any such court; (iii) agrees that a final judgment in
any action or proceeding in any such court shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; and (iv) consents to service of process upon it by mailing a
copy thereof by certified mail addressed to it as provided for notices
hereunder.

                        Real Estate Purchase Agreement

                                       16

          Section 6.02  Hart-Scott-Rodino.
                        ----------------- 

          The Purchaser and the Seller agree to cooperate in connection with the
preparation, signing and filing of any documents which counsel to the Purchaser
or the Seller advises are necessary under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, and each acknowledge and agree that the
Closing Date shall be postponed, to the extent necessary, to comply with the
requirements of such Act, if applicable to the transactions contemplated herein.

          Section 6.03  Confidentiality.
                        --------------- 

          Neither party to this Agreement (or employee or agent under its
control) shall without the prior written consent of the other disclose to any
third party any information regarding this Agreement or the transactions
contemplated herein, except to the extent that such disclosure is (i) required
to effect the transactions contemplated herein, (ii) made to an affiliate of the
Purchaser, (iii) required by law or regulation, (iv) necessary to permit the
audit of the accounts of a party hereto, (v) made to notify a third party of the
ownership of the REO Asset by the Purchaser, without disclosing other terms of
this Agreement, or (vi) made in order to initiate, defend or otherwise pursue
legal proceedings between the parties regarding this Agreement or the
transactions contemplated hereby.  This Agreement shall not, and no memorandum
or other document relating to this Agreement shall, be recorded without the
prior written consent of the Seller.

          Section 6.04  Broker's Fees.
                        ------------- 

          In the event that any REO Property is subject to a listing agreement
between the Seller and a broker, the Seller shall be solely responsible for the
payment of any fee, commission or other compensation payable pursuant to any
such listing agreements based upon a sale of such REO Property to the Purchaser.

          Section 6.05  Notices.
                        ------- 

          Any notices or other communications permitted or required hereunder
shall be in writing and shall be personally delivered or mailed by certified
mail, postage prepaid, and return receipt requested or transmitted by telex,
telegraph or facsimile and confirmed by a similar mailed writing, to the
following addresses, or such other address as may hereafter be furnished in
writing:

               (i)  in the case of the Seller,

                    Fidelity Federal Bank, F.S.B.
                    4565 Colorado Boulevard
                    Los Angeles, California 90039
                    Attention:  Thomas W. Carter
                                Executive Vice President,
                                Chief Credit Officer

                    Facsimile: (818) 549-3002

                    with a copy to:

                    Fidelity Federal Bank, F.S.B.
                    Legal Department
                    600 N. Brand Boulevard

                        Real Estate Purchase Agreement

                                       17

                    Glendale, California 91209
                    Attention:  Frederick I. Fox, Esq.

                    Facsimile: (818) 549-3773

               (ii) in the case of the Purchaser,

                    Citadel Realty, Inc.
                    600 N. Brand Boulevard
                    Glendale, California  91209
                    Attention:  Steve Wesson

                    with a copy to:

                    Pacific Theatres
                    120 N. Robertson Boulevard
                    Los Angeles, California  90048
                    Attention:  Ira Levin, Esq.

Notices shall be effective on receipt.

          Section 6.06  Severability of Provisions.
                        -------------------------- 

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, the
invalidity of any such covenant, agreement, provision or term of this Agreement
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

          Section 6.07  Schedules and Exhibits.
                        ---------------------- 

          The schedules and exhibits to this Agreement are hereby incorporated
and made a part hereof and are an integral part of this Agreement.

          Section 6.08  Waivers and Amendments.
                        ---------------------- 

          This Agreement may be amended, supplemented, canceled or extended, and
the terms hereof may be waived, only by a written instrument signed by
authorized representatives of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance.  No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any such
right, power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

          Section 6.09  No Third Party Rights.
                        --------------------- 

          This Agreement is intended to be solely for the benefit of the parties
hereto and is not intended to confer any benefits upon, or create any rights in
favor of, any person or entity other than the parties hereto.

                        Real Estate Purchase Agreement

                                       18

          Section 6.10  Successors and Assigns.
                        ---------------------- 

          This Agreement shall be binding upon and inure to the benefit of the
Purchaser and the Seller and their respective successors and assigns; provided,
                                                                      -------- 
however, that (i) notwithstanding any assignment by the Purchaser or the Seller,
- - -------                                                                         
such party shall remain liable for its obligations hereunder, and (ii) the
Purchaser shall not assign its rights under this Agreement prior to the Closing
Date without the prior written consent of the Seller, in its sole discretion.

          Section 6.11  Captions.
                        -------- 

          All section titles or captions contained in this Agreement or in the
schedules and exhibits annexed hereto or referred to herein, and the table of
contents to this Agreement, are for convenience only, shall not be deemed a part
of this Agreement and shall not affect the meaning or interpretation of this
Agreement.

          Section 6.12  Counterparts.
                        ------------ 

          This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

          Section 6.13  Entire Agreement.
                        ---------------- 

          This Agreement (including the schedules and exhibits annexed hereto or
referred to herein and the agreements executed and delivered pursuant to the
terms hereof) contains the entire agreement between the parties with respect to
the transactions contemplated hereby and supersedes all prior agreements,
written or oral, with respect thereto.

          Section 6.14  No Merger.
                        --------- 

          Unless otherwise expressly provided herein, the representations,
warranties, covenants and agreements shall survive the Closing, the sale of REO
Assets contemplated hereby and the delivery of any deeds or other documents in
connection herewith.

                        Real Estate Purchase Agreement

                                       19

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                                    FIDELITY FEDERAL BANK, F.S.B.

                                    By: /s/ Thomas W. Carter
                                       -----------------------------------
                                       Name:  Thomas W. Carter
                                       Title: Executive Vice President
                                              Chief Credit Officer

                                    CITADEL REALTY, INC.

                                    By: /s/ Steve Wesson
                                       -----------------------------------
                                       Name:  Steve Wesson
                                       Title: President and Secretary

                        Real Estate Purchase Agreement

                                       20

                                Schedule 1.01-A
                                ---------------

                              REO Property Schedule

        REO Property                 Loan No.        Property Type         Allocated Price
        ------------                 --------        -------------         ---------------
                                                                  
Camelback Arboleda Office                             Commercial              $5,934,000
Complex ("Camelback")
1661 Camelback Rd.
Phoenix, AZ

Los Feliz Village Apartments         3027749          Multi-family            $7,731,000
("Vesselich")                                         residential
3939 Vesselich Ave.
Los Angeles, CA 90039

Summer Glen Apartments               3027756          Multi-family            $4,940,000
("Harbor City")                                       residential 
23200 S. Western Ave.
Harbor City, CA 90710
                                                                         
La Plaza ("Parthenia")               N/A               Multi-family           $1,217,000
21028 Parthenia Street                                 Residential
Canoga Park, CA

                        Real Estate Purchase Agreement

 
                               Schedule 2.07(c)
                               ----------------
                             CONSTRUCTION CONTRACT
                                 (Short Form)

     This CONSTRUCTION CONTRACT, entered into as of the date set forth opposite 
the signatures below, by and between

             Fidelity Federal Bank
             ("Owner"), with address of
             4565 Colorado Boulevard
             Glendale, California 91209

      and

             Powell Construction Consultants
             ("Contractor"), with address of
             3808 Rosecrans, Suite 479
             San Diego, California 92110

is for the purpose of engaging contractor to perform, or cause to be performed,
the work described below for the compensation herein provided, all upon the 
terms and conditions set forth below.

                                  ARTICLE 1

                        Work; Compensation and Payment

     1.1 Contractor shall contract or perform at 21028 Parthenia Street, Canoga
Park, California ("the property"), the following work:

Item 1

1. Contractor to remove stucco from front and rear building - first floor
   elevations only.

2. Contractor to inspect and install any hold-downs and/or connectors required
   in these areas.

3. Contractor to supply and install 3/8" 4x8 structural 1 grade plywood in 
   these areas.

4. Contractor to sheer nail all structural plywood; nailing schedule to be 
   determined by owner.

Item 2

1. Contractor to repair glass block window areas to match existing.

Item 3

1. Contractor to cut down and remove all stucco parapet walls in excess of 
   2 feet from roof deck.

2. Contractor to remove front elevation parapet wall to a height to match 
   existing offset on front elevation parapet.

3. Contractor to finish all parapets with metal copeing to match existing.

4. Contractor to use existing metal bracing on all parapets, cutting down as 
   required; no new roof penetrations to be allowed.

  

Item 4

1. Contractor to completely remove all stucco balcony railings from courtyard 
   area.

2. Contractor to supply and install metal pipe railing to match existing in all
   balcony areas of removal.

3. Contractor to coat all pipes with rust-retardant primer.

4. Contractor to enamel coat all pipe railings to match existing.

Item 5

1. Contractor to patch existing decking and re-coat to match existing as 
   required.

Item 6

1. Contractor to re-stucco all repaired areas to match existing in color and 
   texture.

2. Contractor to stucco patch entire building exterior to match existing.

Item 7

1. Contractor to remove and haul all temporary shoring from balcony areas.

Such work shall be performed in a good, workmanlike manner and will be commenced
on June 1, 1994 and will be completed on or before July 8, 1994.

     1.2 Contractor shall be paid, by Owner, the total sum of (not to exceed)
$48,259.00, including all taxes, for the work under this Contract. Payment shall
be made as follows: Progressive payments, final payment upon completion. All 
change orders or extras must be approved, in writing, by the Building Projects
Department prior to commencing with any additions to the contract. No
unauthorized extras will be paid.

              1.2.1 Each payment will be for 90% of the amount thereof, the 
balance (the remaining 10%) will be paid 35 days after completion and acceptance
of the work by Owner. No payment will be made for any work yet to be performed.
Contractor will submit invoices and lien releases sufficient to substantiate 
each request. Invoices must be original versions; facsimiles are not acceptable.

     1.3 Owner's agent for inspection of the Work shall be J. Curt Freeman or
authorized representative.

     1.4 Contractor shall submit request for payment to Fidelity Federal Bank, 
4565 Colorado Boulevard, Glendale California 91209, Attention: Elizabeth 
Odriozola. Contractor shall be paid within 15 business days after Owner's 
receipt of request for payment.

                                   ARTICLE 2

                             Insurance; Indemnity

     2.1 Contractor shall maintain, at all times while obligated to perform 
hereunder, a policy of combined single limit insurance coverage with bodily 
injury (including death of any person) and property damage of at least $500,000.
Owner shall be named as an additional insured, and an endorsement to such effect
shall be delivered to Owner prior to start of the work hereunder.

     2.2 Contractor hereby indemnifies and holds Owner and the Property free of,
and harmless from, and shall defend against, any and all actions, liabilities, 
claims, and expenses (including attorneys' fees) for any injury or damage to 
person or property arising from Contractor's performance or acts hereunder.

                                       2

     2.3 Contractor hereby indemnifies and holds Owner, the Property, and the 
work hereunder, free of, and harmless from, and shall defend against, any and 
all claims, actions, liabilities, liens and stop notices, and expenses 
(including attorney's fees) which result from services or material rendered to 
the Property at the request or order of Contractor.

                                   ARTICLE 3
                             Substitution Form W-9

     3.1 A Request for Taxpayer Identification Number-Substitution Form W-9 is a
requirement as part of the execution of the contract. This form is required to 
process payments made by Fidelity Federal Bank.

                                   ARTICLE 4
                              Working Conditions

     4.1 Contractor shall perform hereunder in good and workmanlike manner, and 
to the satisfaction of the owner, and in connection therewith shall comply with 
all laws, ordinances, and directions of governmental agencies having 
jurisdiction over the Property and the work hereunder.

     4.2 Contractor shall use due diligence in performing under this Contract so
as to protect the Property (and all improvements therein), adjoining property 
and all persons and property at or near the performance area of Contractor. 
Contractor shall promptly, and at his expense, repair, replace or otherwise 
restore property and improvements damaged by its employees, equipment, 
subcontractors, suppliers, and the like.

     4.3 Until the work of Contractor hereunder is accepted by Owner, Contractor
shall bear the risk of injury or damage thereto. Contractor shall remove all
work not accepted by Owner or an inspecting agency which is not in conformity
with this Contract, and promptly replace or re-perform its own work in
accordance with this Contract; such action shall be at the expense of
Contractor.

                                   ARTICLE 5
                                   Warranty

     5.1 Contractor hereby represents and warrants to Owner that (i) the 
equipment and material incorporated into the work hereunder is in conformity 
with the requirements of this Contract and (ii) all labor and services under 
this Contract have been performed in a good workmanlike manner. The aforesaid 
representations and warranties shall expire one (1) year after acceptance by 
Owner of Contractor's work hereunder.

                                   ARTICLE 6
                                    Default

     6.1 Each of the following shall constitute a "default" by Contractor 
hereunder:

          6.1.1 Failure of Contractor to (i) make prompt payment for labor and 
materials required for performance hereunder, (ii) supply enough workmen or 
materials to timely perform hereunder, or (iii) comply with this Contract 
generally or any law, ordinance or the like applicable to this Contract or the 
work hereunder.

          6.1.2 Any (i) attachment, execution or other judicial levy upon the 
assets of Contractor, (ii) assignment of the benefits of this Contract for the 
direct or indirect benefit of creditors of Contractor, (iii) any agreement 
whereby Contractor loses control of its business to a committee of its 
creditors, (iv) judicial appointment of a receiver, trustee, or similar officer 
to take possession of the business or assets of Contractor, or (v) filing of any
petition by or against Contractor under any chapter of the Federal Bankruptcy 
laws or the commencement of a case or proceeding under such laws.

                                       3

     6.2 If any default occurs, and without prejudice to any other remedy Owner 
may have, Owner may terminate Contractor's performance hereunder upon 24 hours 
prior written notice. Thereupon, Owner may take such action deemed necessary to 
effect completion of the Contract Work. Contractor shall pay to Owner all of the
costs incurred by Owner to effect such completion in excess of the balance of 
this Contract.

                                   ARTICLE 7
                              Special Provisions

     7.1 If the within Contract is to be construed and enforced in the State of 
California, the following provision shall be applicable:

          7.1.1 CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY 
THE CONTRACTOR'S STATE LICENSE BOARD. ANY QUESTIONS CONCERNING A CONTRACTOR MAY 
BE REFERRED TO THE REGISTRAR OF THE BOARD WHOSE ADDRESS IS: CONTRACTOR'S LICENSE
BOARD, 1020 "N" STREET, SACRAMENTO, CALIFORNIA 95814.

                                   ARTICLE 8
                              General Provisions

     8.1 If at any time, any controversy should arise between Owner and 
Contractor regarding anything pertaining to this Contract, and which the parties
hereto do not promptly adjust and determine, then the written orders from Owner 
to Contractor shall be followed.

     8.2 The waiver by Owner of any default of the terms of this Contract shall 
not be deemed a waiver of any subsequent default.  The remedies and rights of 
Owner, in the event of any default hereof by Contractor, are cumulative.

     8.3 Nothing contained in this Contract shall be deemed or construed to 
create the relationship of principal and agent or joint venture as between Owner
and Contractor, it being agreed and understood that the only relationship 
between the parties is that of independent contractor.

     8.4 Whenever the context so requires, the masculine gender includes the 
feminine and the neuter as the case may require and vice versa, and the singular
number includes the plural.

     8.5 Notices, demands, and requests required or desired to be given
hereunder shall be in writing and delivered either personally or by deposit into
the U.S. Mail, postage prepaid, certified or registered mail, return receipt
requested, or by recognized overnight air courier addressed to the party at its
address at the beginning hereof.

     8.6 Contractor shall not assign this Contract, or any rights, benefits, or 
monies due or to become due to Contractor hereunder. Nothing herein shall 
preclude or prohibit Owner from assigning or transferring the whole or any part 
of this Contract.

     8.7 If either party commences litigation against the other for (i) the 
specific performance of this Contract, (ii) damages for the breach hereof, or 
(iii) the enforcement of any remedy hereunder, the prevailing party shall be 
entitled to recover from the other party such court costs, reasonable attorneys'
fees and other costs, if any, incurred thereby.

     8.8 The Article headings of this Contract are for convenience only, and 
shall not be considered or referred to in resolving questions of interpretation 
or construction.

                                       4

     8.9 This Contract supersedes all prior negotiations, proposals and 
understandings, if any, of the parties hereto, and constitutes the entire 
understanding of the parties with reference to the work to be performed under 
this Contract. This Contract shall not be modified except by a writing signed by
all of the parties.

     8.10 Contractor shall give all notices and comply with all laws, 
ordinances, rules and regulations bearing on the conduct of the work as planned 
and specified by this Contract.

     8.11 This Contract and all of the representations, warranties and 
conditions herein contained shall be binding upon and inure to the benefit of 
the heirs, executors, administrators, legal representatives, assigns or other 
successors in interest (to the extent permitted hereunder) of each of the 
parties hereto.

     8.12 This Contract shall be construed and enforced in accordance with the 
laws of the State where the Property is located and work is to be performed.

     IN WITNESS WHEREOF, this Contract has been executed as of the date set 
forth below.

OWNER:                                     CONTRACTOR:

By:     ^^^                                By:             ^^^
  ----------------------------------         ----------------------------------

Title:  Vice President                     Title:  Owner
     -------------------------------            -------------------------------

                                           Dated:  5/24/94
                                                 ------------------------------

                                       5

                                                           Contract #1
                                                           Change Order #929-1/1

                               CHANGE AGREEMENT
                                    BETWEEN

FIDELITY FEDERAL BANK                      Powell Construction Co.
4565 COLORADO BOULEVARD       and          3808 Rosecrans
P.O. BOX 1631                              San Diego, Ca 92110
GLENDALE, CALIFORNIA 91209

Date: 6/30/94                              PROPERTY ADDRESS:
                                           21028 Parthenia St.
REO #: 929                                 Canoga Park, California

Approval is requested of the following changes from the original contract:

CONTRACTOR TO: Supply and install all additional sheer paneling, metal straps, 
and holdowns required by the City of Los Angeles and Engineering Design Group, 
including second and third floors.

                            TOTAL AMOUNTS: $35,108

Signed:                                    Approved: FIDELITY FEDERAL BANK

CONTRACTOR                                 BY     

 
             [LETTERHEAD OF NORTH COUNTY ENGINEERING DESIGN GROUP]

Date:      May 12, 1994

To:        Mr. Warren Pyrtle
           FIDELITY FEDERAL BANK
           700 North Central, 5th Floor
           Glendale, CA 91203

Re:        Condominium Complex Located at 21028 Parthenia, Canoga Park, CA.

Subject:   Proposal for Engineering Services.

Reference: "Phase I Geotechnical\Structural Reconnaissance of Property, prepared
           by The Engineering Design Group, Job No: 94617-3, and dated April 18,
           1994".

INTRODUCTION
- - ------------

Per the recommendations noted in above reference, we are submitting this 
proposal to provide engineering services consisting of structural analysis & 
mitigative design upgrade of the earthquake damage to the referenced property.
This proposal is based on our Field visit on 04/15/94 and associated structural 
evaluation of the existing complex condition.

SCOPE OF SERVICES
- - -----------------

Our proposed scope of services will consist of providing field evaluation, 
structural calculations, and restoration construction documents (blueprints) as 
follows:

     . Structural investigation of existing field conditions and data collection
       for limited restoration document preparation.
     . Limited Restoration Structural Calculations.
     . Structural restoration documents required for:
          . Interior Balconies
          . Parapet walls
          . Street level sheer wall systems (north & west elevations)
          . Miscellaneous Structural Details
     . Structural Specifications

SCHEDULING
- - ----------

We agree to complete all documents ready for submittal (15) working days after 
commencing work. We will commence work within (1) working day, subsequent to our
receipt of one signed copy of this proposal, the attached "Work Authorization 
and Agreement," and retainer of two thousand dollars ($2,000.00).

FEES
- - ----

Our fee to conduct the above-described services for the referenced project will
be a fixed fee amount of six thousand one hundred twenty five dollars
($5,925.00) and is divided as follows:

.  Structural Field Investigation     $1,000.00
.  Structural Calculations            $3,425.00
.  Restoration Plan Preparation       $1,500.00
=============================================================
   Total                              $5,925.00

Please note that permit & plan submittal fees are not included in our fees.

The fee will be billed as follows:

   .  A ($2,000.00) retainer to be paid with the authorization to proceed.
   .  Final payment of remaining balance upon completion of package.

FIELD QUALITY CONTROL/PLAN SUBMITTAL
- - ------------------------------------

Field quality control and plans submittal will be provided on time & material 
basis at the rate of $75.00/Hr and $45.00/Hr respectively.

By signing this proposal and the attached "Work Authorization and Agreement," 
you agree to the terms stated herein this agreement.

Very truly yours,

NORTH COUNTY ENGINEERING DESIGN GROUP     Authorization to Proceed

/s/ Steven Norris                            ^^^^^                  
- - -------------------------------           ------------------------
Steven Norris
RCE # 47672

Attachment: Work Authorization and Agreement

 
                       WORK AUTHORIZATION AND AGREEMENT
                           --ENGINEERING SERVICES--

Please Sign and Return One Copy to:

                     NORTH COUNTY ENGINEERING DESIGN GROUP
                               475 Carmel Street
                             San Marcos, CA 92069

 1.  PROJECT NAME: CONDOMINIUM PROJECT

 2.  PROJECT ADDRESS: 21028 Parthenia, Canoga Park, CA.

 3.  PROJECT DESCRIPTION: MULTI-UNIT (EARTHQUAKE DAMAGE)

 4.  CLIENT NAME: FIDELITY FEDERAL BANK

 5.  CLIENT ADDRESS: P.O. Box 1631, Glendale, CA 91209-1631

 6.  AUTHORIZED AGENT: Warren Pyrtle PHONE: 1-818-551-7426

 7.  SCOPE OF WORK: (SEE PROPOSAL DATED May 3, 1994)

 8.  FEE: $5,925.00 (FIXED FEE)

 9.  PORTION OF FEE DUE IN ADVANCE OF WORK (RETAINER): $2,000.00

10.  REPORT DISTRIBUTION: CLIENT: 3 STAMPED COPIES             OTHER:

11.  BILLING ADDRESS: P.O. Box 1631, Glendale, CA 91209-1631

12.  CONDITIONS OF AGREEMENT:

     This document constitutes an agreement between FIDELITY FEDERAL BANK, 
hereafter referred to as the Client, and THE NORTH COUNTY ENGINEERING DESIGN 
GROUP, hereafter referred to as the Consultant, and authorizes the Consultant to
perform the scope of work described above and in the attached proposal dated 
February 8, 1994. The terms and conditions stated on the reverse side of this 
document and the attached proposal are by reference made part of this agreement.

                             --SEE REVERSE SIDE--

                             SCHEDULE 2.04(a)(iii)

Estimated Apportionment -- Investor Portion
Citadel Realty
Prepared 7/29/1994

 
                                     INCOME       EXPENSE       SECURITY
                                      SHARE        SHARE        DEPOSITS
                                    --------      ---------     ----------
                                                        
325  Arboleda                        55,353         31,310       40,630.65

502  Veselich                        39,835         18,304       67,414.02

929  Parthenia                        1,996          3,558          600.00

769  Western                         27,464         14,661       38,730.00

            TOTAL                   124,648         67,833      147,374.67

 
                               Schedule 3.01(iv)
                               -----------------

                                  Litigation

                                     NONE

                        Real Estate Purchase Agreement

                                Exhibit 1.01-A

                                    Form of
                  Assignment of Intangible Personal Property
 
                       ASSIGNMENT OF GENERAL INTANGIBLES,
                              LICENSES AND PERMITS
                      -----------------------------------

            THIS ASSIGNMENT OF GENERAL INTANGIBLES, LICENSES AND PERMITS
  ("Assignment") is made as of the ___ day of __________, 1994, by and between
  Fidelity Federal Bank, a Federal Savings Bank ("Assignor"), and Citadel
  Realty, Inc., a Delaware corporation ("Assignee").

            A.  Contemporaneously with the execution and delivery of this
  Assignment, Assignor has sold and conveyed to Assignee certain real property
  and improvements located thereon, if any (collectively, "Property"), pursuant
  to that certain Real Estate Purchase Agreement dated August__, 1994 between
  Assignor and Assignee (the "Purchase Agreement").

            B.  It is a condition to the consummation of the transactions
  contemplated by the Purchase Agreement that Assignor and Assignee enter into
  this Assignment.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged, the parties hereto, intending to
  be legally bound hereby, agree as follows:

            1.  Recitals.  The foregoing recitals are hereby incorporated herein
                --------                                                        
  by reference as if fully set forth at this point in the text of this
  Assignment.

            2.  Transfer and Assignment.  Assignor does hereby sell, transfer,
                -----------------------                                       
  assign, deliver, grant and convey unto Assignee, its successors and assigns,
  all of Assignor's right, title and interest in, to and under the following
  property and rights (collectively, "Assigned Items"), all of which are located
  in or about, pertain to or are related to the Property:

            (a) All surveys, site plans, engineering, architectural, structural,
  electrical, mechanical and other plans, specifications, drawings, if any, and
  all other documentation of any type relating to the construction, maintenance
  and/or operation of the Property.

            (b) To the extent assignable without the consent of any third party,
  all warranties and guarantees, if any, from any and all parties in connection
  with the construction, maintenance and operation of the Property, or in
  connection with any fixtures or equipment located on the Property.

            (c) To the extent legally assignable, all licenses, permits,
  authorizations, approvals, registrations, certificates of occupancy and like
  authorizations issued by any governmental authority, federal, state or local,
  in connection with the Property.

            3.  Headings.  The headings used in this Assignment are for purposes
                --------                                                        
  of convenience only and shall not be used in construing the provisions hereof.

                        Real Estate Purchase Agreement

 
            4.  Covenant Of Further Assurances.  The parties hereto agree to
                ------------------------------                              
  execute such other documents and perform such other acts as may be reasonably
  necessary or desirable to carry out the purposes of this Assignment.

            6.  Governing Law.  This Assignment shall be governed by and
                -------------                                           
  construed in accordance with the laws of the State of California.

            7.  Severability.  The provisions of this Assignment shall be deemed
                ------------                                                    
  severable, and the invalidity or unenforceability of any one or more of the
  provisions hereof shall not affect the validity or enforceability of the other
  provisions hereof.

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
  to be executed as of the day and year first above written.

                                 ASSIGNOR:
                                 -------- 

                                 FIDELITY FEDERAL BANK
                                 a Federal Savings Bank

                                 By:    ____________________________
                                 Name:  ____________________________
                                 Title: ____________________________

                                 ASSIGNEE:
                                 -------- 

                                 CITADEL REALTY, INC.,
                                 a Delaware corporation

                                 By:    ____________________________
                                 Name:  ____________________________
                                 Title: ____________________________

                        Real Estate Purchase Agreement

 
                                   Exhibit A
                                   ---------

                          [PROPERTY NAME AND ADDRESS]

         [Fidelity will attach an Exhibit A page for each REO Property]

                        Real Estate Purchase Agreement

                                Exhibit 1.01-B

                                    Form of
                                 Bill of Sale
 
                                  BILL OF SALE
                                  ------------

            For good and valuable consideration, the receipt and sufficiency of
  which are hereby acknowledged, Fidelity Federal Bank, a Federal Savings Bank
  ("Seller"), does hereby sell and deliver unto Citadel Realty, Inc.
  ("Purchaser"), all of Seller's right, title and interest in all of the tools,
  equipment, supplies, inventory, fixtures and equipment not deemed or
  constituting realty, as well as all furniture, furnishings, and all other like
  items of personal property which as of the date hereof are located on or used
  exclusively in connection with the real property described on Exhibit 1
  attached hereto, but expressly not including any personal property that may
  belong to any tenant or property manager of such real property.

            IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of this
  ____ day of July, 1994.

                                 SELLER:

                                 FIDELITY FEDERAL BANK,
                                 a Federal Savings Bank

                                 By:___________________________

                                 Its:__________________________

                        Real Estate Purchase Agreement

 
                                   Exhibit 1
                                   ---------

                               Legal Description

        [Fidelity will attach a legal description of each REO Property]

                        Real Estate Purchase Agreement

 
                                                   EXECUTION COPY: July 12, 1994

================================================================================

                            FIDELITY FEDERAL BANK,
                                    Seller

                                      and

                           EMC MORTGAGE CORPORATION

                                   Purchaser

                  LOAN AND REO PURCHASE AGREEMENT (SECONDARY)
                           Dated as of July 12, 1994

================================================================================

                               TABLE OF CONTENTS

                                                                                            PAGE
                                                                                            ----
                                                                                          
ARTICLE I        DEFINITIONS                                                                  1

      Section 1.01    Defined Terms......................................................     1   

ARTICLE II       SALE AND CONVEYANCE OF ASSETS...........................................     8

      Section 2.01    Purchase and Sale of Assets........................................     8
      Section 2.02    Servicing..........................................................     9
      Section 2.03    Delivery of Mortgage Loan Assets...................................     9
      Section 2.04    Delivery of REO Assets.............................................    10
      Section 2.05    Recordation of Assignments and Deeds; Transfer Taxes...............    11
      Section 2.06    Risk of Loss; Insurance............................................    12
      Section 2.07    Allocation of Mortgage Loan Payments...............................    12
      Section 2.08    Escrow Balances....................................................    13
      Section 2.09    Apportionments.....................................................    14
      Section 2.10    Payments of Expenses...............................................    15
      Section 2.11    Legal Proceedings..................................................    15
      Section 2.12    Unreimbursed Advances..............................................    16
      Section 2.13    Pending Loan Modifications.........................................    16
      Section 2.14    Delinquent Real Estate Taxes and Assessments.......................    17
      Section 2.15    Continuing Cooperation; Subsequent Documentation...................    17

ARTICLE III      REPRESENTATIONS AND WARRANTIES OF THE SELLER............................    17

      Section 3.01    General Representations and Warranties of the Seller...............    17
      Section 3.02    Representations and Warranties as to the Mortgage Loans............    18
      Section 3.03    Representations and Warranties as to the REO Properties............    18

ARTICLE IV       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER..............    21

      Section 4.01    Representations and Warranties of the Purchaser....................    21

ARTICLE V        SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING STRUCTURAL
                 DEFECTS AND ENVIRONMENTAL HAZARDS; REMEDIES.............................    25

      Section 5.01    Structural Defects..................................................    25
      Section 5.02    Environmental Hazards..............................................    25
      Section 5.03    Certificate of Structural Defect...................................    25
      Section 5.04    Certificate of Environmental Hazard................................    25
      Section 5.05    Limitations........................................................    26
 
                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       i

 

                                                                                
                                                                                          Page
                                                                                          ----
                                                                                        
      Section 5.06    Seller's Options...................................................  26
      Section 5.07    Environmental Risks................................................  27
      Section 5.08    Purchaser's Release of Seller......................................  27

ARTICLE VI       REMEDIES................................................................  28
      
      Section 6.01    Breach of the Seller's Representations and Warranties;
                      Non-delivery of Documents; Cure; Repurchase........................  28
      Section 6.02    Termination of the Seller's Obligation to Repurchase...............  29
      Section 6.03    Transfer of Mortgage Loan Asset and Mortgage Loan File
                      Upon Repurchase....................................................  30
      Section 6.04    Transfer of REO Asset Upon Repurchase..............................  30
      Section 6.05    Risk of Loss.......................................................  30
      Section 6.06    Breach of the Purchaser's Representations and Warranties...........  31
      Section 6.07    Distribution of Deposit and Remedies if No Closing.................  31

ARTICLE VII      CONDITIONS PRECEDENT....................................................  32

      Section 7.01    Conditions Precedent To Be Performed by the Seller.................  32
      Section 7.02    Conditions Precedent To Be Performed by the Purchaser..............  33
      Section 7.03    Additional Condition Precedent.....................................  33

ARTICLE VIII     MISCELLANEOUS PROVISIONS................................................  34

      Section 8.01    Governing Law; Jurisdiction; Consent to Service of Process.........  34
      Section 8.02    Hart-Scott-Rodino..................................................  34
      Section 8.03    Confidentiality....................................................  34
      Section 8.04    Broker's Fees......................................................  34
      Section 8.05    Notices............................................................  34
      Section 8.06    Severability of Provisions.........................................  35
      Section 8.07    Schedules and Exhibits.............................................  36
      Section 8.08    Waivers and Amendments.............................................  36
      Section 8.09    No Third Party Rights..............................................  36
      Section 8.10    Successors and Assigns.............................................  36
      Section 8.11    Captions...........................................................  36
      Section 8.12    Counterparts.......................................................  36
      Section 8.13    Entire Agreement...................................................  36
      Section 8.14    No Merger..........................................................  37

SCHEDULES
- - ---------

Schedule 1.01-A    Allocated Price Schedule..............................................   1
Schedule 1.01-B    Mortgage Loan Schedule................................................   2
Schedule 1.01-C    Pending Loan Modifications Schedule...................................   3

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                      ii

 

                                                                                           Page
                                                                                           ----
                                                                                      
Schedule 1.01-D        REO Property Schedule ............................................    4
Schedule 2.04(viii)    Construction Contracts ...........................................    5
Schedule 2.07(a)(ii)   Earthquake Deferrals..............................................    6
Schedule 3.01(iv)      Litigation........................................................    7

EXHIBITS
- - --------

Exhibit 1.01-A         Form of Assignment of Intangible Personal Property................    9
Exhibit 1.01-B         Form of Bill of Sale..............................................   10
Exhibit 1.01-C         Form of Servicing Agreement.......................................   11
 
                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                      iii

                                                                   EXHIBIT 10.11

                  LOAN AND REO PURCHASE AGREEMENT (SECONDARY)

          THIS LOAN AND REO PURCHASE AGREEMENT (SECONDARY) (this "Agreement"),
                                                                ---------
dated as of July 12, 1994, is executed by and between Fidelity Federal Bank, a
Federal Savings Bank (the "Seller"), and EMC Mortgage Corporation, a Delaware
                           ------
corporation (the "Purchaser").
                  ---------

          WHEREAS, the Seller owns certain Mortgage Loan Assets (as defined
herein) and REO Assets (as defined herein); and WHEREAS, the Purchaser desires
to purchase and the Seller desires to sell such Mortgage Loan Assets and REO
Assets and related rights and assets;

          NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Purchaser and the Seller agree
as follows:

                                   ARTICLE I

                                  DEFINITIONS

          Section 1.01  Defined Terms.
                        ------------- 

          Whenever used in this Agreement, the following words and phrases shall
have the following meaning specified in this Article and shall apply to the
singular and plural forms:

          "Agreement" means this Loan and REO Purchase Agreement including the
           ---------                                                          
schedules and exhibits hereto and all amendments hereof and supplements hereto.

          "Allocated Price" means, as to each Mortgage Loan Asset and each REO
           ---------------                                                    
Asset, the portion of the Purchase Price attributed to the Mortgage Loan Asset
and REO Asset as set forth on the Allocated Price Schedule provided by the
Purchaser on or prior to the Bid Date and attached hereto as Schedule 1.01-A.
                                                             --------------- 

          "ALTA" means the American Land Title Association.
           ----                                            
          "Apportionment Amount" shall have the meaning set forth in Section
           --------------------                                             
2.09.

          "Appraised Value" means with respect to any REO Property or Mortgaged
           ---------------                                                     
Property, the value of such REO Property or Mortgaged Property based upon the
most recent appraisal thereof contained in the Investors' Review File.

          "Assets" means the Mortgage Loan Assets and the REO Assets.
           ------                                                    

          "Assignment" means an assignment of a Mortgage or equivalent
           ----------                                                 
instrument in recordable form sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
or transfer of the related Mortgage Loan Asset.

          "Assignment of Intangible Personal Property" means an Assignment of
           ------------------------------------------                        
Intangible Personal Property substantially in the form of Exhibit 1.01-A hereto.
                                                          --------------        

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

          "Balance Purchase Price" shall be an amount equal to the Purchase
           ----------------------                                          
Price minus the Deposit.
      -----             

          "Bid Date" means July 8, 1994.
           --------                     

          "Bid Information Date" means July 5, 1994.
           --------------------                     

          "Bill of Sale" means a Bill of Sale substantially in the form of
           ------------                                                   

Exhibit 1.01-B hereto.
- - --------------        

          "Business Day" means any day other than (i) a Saturday or Sunday, or
           ------------                                                       
(ii) a day on which banking or savings and loan institutions in the State of
California are authorized or obligated by law or executive order to be closed.

          "Claims" shall have the meaning set forth in Section 5.08.
           ------                                                   

          "Closing" means the closing of the purchase and sale of the Assets
           -------                                                          
hereunder, as provided in Section 2.01.

          "Closing Date" shall have the meaning set forth in Section 2.01.
           ------------                                                   

          "Condominium Association" means the condominium association  that
           -----------------------                       
is responsible for the operation of a Condominium Project.

          "Condominium Loan" means any Mortgage Loan that is secured by a
           ----------------                                              
Mortgage on a Condominium Unit and identified on the Mortgage Loan Schedule.

          "Condominium Project," with respect to a Condominium Unit or REO
           -------------------                                            
Condominium Unit, means all real property owned by a Condominium Association and
the individual owners of the separate units including the land, the separate
units and all common elements.

          "Condominium Unit" means each specific unit in a Condominium Project
           ----------------                                                   
identified on the Mortgage Loan Schedule or the REO Property Schedule.

          "Cure Estimate" shall have the meaning set forth in Sections 5.03 or
           -------------                                                      
5.04, as applicable.

          "Cure Threshold" means the greater of five percent (5%) of the
           --------------                                               
Allocated Price of the related Asset and $20,000.

          "Cut-off Date" means May 31, 1994.
           ------------                     

          "Deeds" shall have the meaning set forth in Section 2.04.
           -----                                                   

          "Deposit" means the ten percent (10%) of the Purchase Price that the
           -------                                                            
Purchaser shall deliver to the Deposit Escrow Agent prior to the Closing Date
pursuant to Section 2.01.  "Deposit" also includes interest on the Deposit from
the date of receipt by the Deposit Escrow Agent to, but not including, the
Closing Date, as provided in Section 2.01.

          "Deposit Escrow Agent" means Morgan Guaranty Trust Company of New
           --------------------                                            
York.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       2

          "Deposit Escrow Agreement" means the Deposit Escrow Agreement dated as
           -------------------------                                            
of the date of this Agreement, by and among the Purchaser, the Seller and the
Deposit Escrow Agent.

          "Deviation Amount" shall have the meaning set forth in Section 2.09.
           ----------------                                                   

          "Engineering Structural Report" means a report prepared at the request
           -----------------------------                                        
of the Seller, included in the Investors' Review File prior to the Bid Date,
reporting the results of an inspection of a Property in an area affected by the
Northridge Earthquake, made by a structural engineer after the Northridge
Earthquake.

          "Environmental Hazard" means any condition on a Property by reason of
           --------------------                                                
which the Property is not in substantial compliance with a federal, state, or
local law, ordinance or regulation or any court judgment applicable to the
Mortgagor or the Property relating to industrial hygiene or to environmental
conditions including, but not limited to, those relating to the release,
emission or discharge of substances defined therein as hazardous and including
without limitation, conditions relating to lead paint ("Lead Paint Hazard").

          "Escrow Advance" means the funds advanced by the Seller on behalf of
           --------------                                                     
the Mortgagor for taxes and insurance premiums, water rates, mortgage insurance
premiums, ground rents, assessments for common charges, Condominium Association
dues, security, key or other deposits, capital improvements or other similar
payments that have not been reimbursed by such Mortgagor.

          "Escrow Agent" means North American Title Company or any other escrow
           ------------                                                        
agent appointed by the mutual agreement of the Seller and the Purchaser to
assist the Closing.

          "Escrow Balance" means the positive balance of funds held by the
           --------------                                                 
Seller or held in escrow pursuant to any Mortgage for impounds for taxes and
insurance premiums, water rates, mortgage insurance premiums, ground rents,
assessments for common charges, Condominium Association dues, security, key or
other deposits, funds reserved for capital improvements or other similar
payments.

          "Estimated Apportionment Amount" shall have the meaning set forth in
           ------------------------------                                     
Section 2.09.

          "Insured Loss" means any condemnation (or the initiation of
           ------------                                              
proceedings therefor) that is not a Material Loss and any casualty loss that is
not a Material Loss and against which the Seller (or the Purchaser for the
purposes of Section 6.05) has valid insurance coverage.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
           ---------------------                                             
amended from time to time, or any successor statute, and the regulations
promulgated and the rulings issued thereunder.

          "Investors' Review File" means, as to each Mortgage Loan or REO
           ----------------------                                        
Property the information contained in the files made available to the
Purchaser's representatives at the Seller's offices located at 700 North Central
Avenue, Glendale, California, together with all supplementary information made
available to the Purchaser at the Seller's offices or directly to the Purchaser
on or before the Bid Information Date, which consists of some or all of the
following with respect to a particular Asset:  (a) the Loan Documents; (b) any
physical inspection report concerning the related Property; (c) any Engineering
Structural Report concerning the related Property; (d) any title updates,
current rent rolls, current operating statements, appraisals and similar
materials prepared for presentation to investors; and (e) the Confidential
Portfolio Information Package dated May 26, 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       3

1994 provided to the Purchaser and any amendments, appendices or supplements
thereto provided to the Purchaser. The information regarding each Mortgage Loan
and REO Property contained in the magnetic tapes delivered to the Purchaser
shall also be deemed to be part of the Investors' Review File with respect to
such Mortgage Loan or REO Property described therein. Information given to an
individual investor in response to an inquiry from that investor is not part of
the Investors' Review File.

          "Lead PaintHazard" shall have the meaning set forth in the definition
of Environmental Hazard.

          "Loan Documents" means the Mortgage Note, the Mortgage and any and all
           --------------                                                       
other agreements, certificates, documents or instruments in the Seller's
possession or under its control relating to the origination, closing and
modification of a Mortgage Loan, including without limitation any related
security agreement, UCC financing statement, guaranty, letter of credit, pledge,
loan agreement or other instrument creating a security interest in, and lien
upon, real and/or personal property; any Participation Agreements, assumption
agreements, modification agreements, appraisals, guarantees, insurance
certificates, borrower estoppel certifications and subordination agreements for
leases, financial and/or operating statements, credit reports, lender's title
insurance policy, engineering reports, soil reports, environmental assessment
reports and architect's certificate.  The Loan Documents may be original
documents or copies thereof, whether by photocopy, microfiche, microfilm or on
diskette. Loan Documents does not include duplicate materials, correspondence
not material to an evaluation of the Assets, internal reports, or any privileged
attorney-client communications.

          "Material Loss" means a casualty loss with respect to a Property of
           -------------                                                     
more than twenty-five percent (25%) of its Appraised Value on the Cut-off Date,
or a condemnation (or the initiation of proceedings therefor) of more than 25%
of the Premises of a Property or that substantially impairs (or would impair)
the ability to use the Premises of a Property for its intended purpose, whether
or not the Seller has insurance against such casualty or condemnation, or any
material casualty loss with respect to a Property against which the Seller does
not have insurance.

          "Mortgage" means the mortgage, deed of trust or other instrument
           --------                                                       
creating a lien on improved real property (including without limitation a
Condominium Unit) securing a Mortgage Note.

          "Mortgage Loan" means any individual Mortgage Loan that is secured by
           -------------                                                       
a Mortgage, including without limitation a Condominium Loan, and that is
identified on the Mortgage Loan Schedule, provided, however, that the Seller may
                                          --------  -------                     
take title to a Mortgaged Property subject to a Mortgage Loan identified on the
Mortgage Loan Schedule prior to the Closing Date, in which case such Mortgaged
Property shall constitute REO Property under this Agreement.

          "Mortgage Loan Assets" means the Mortgage Loans, Mortgage Notes and
           --------------------                                              
Mortgages.

          "Mortgage Loan Principal Balance of Record" means, with respect to any
           -----------------------------------------                            
Mortgage Loan, the unpaid principal balance as of the Cut-off Date, after giving
effect to all payments of principal received on or before the Cut-off Date and
applied as provided in this Agreement.

          "Mortgage Loan Schedule" means the list of Mortgage Loans subject to
           ----------------------                                             
this Agreement and identified on Schedule 1.01-A attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each Mortgage Loan as of
the Cut-off Date:

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       4

                  (i)  the Mortgage Loan identifying number;
                 (ii)  the name of the Mortgagor;
                (iii)  the street address and unit number, if any, of the
          Property including state and zip code;
                 (iv)  the type of real property constituting the Property;
                  (v)  the Mortgage Loan Principal Balance of Record;
                 (vi)  the original principal balance of the Mortgage Loan;
                (vii)  the stated maturity date;
               (viii)  any Unapplied Funds as of the Cut-off Date;
                 (ix)  any unreimbursed servicing advances;
                  (x)  the due date of the next payment;
                 (xi)  a code indicating whether the Mortgage Loan bears
          interest at a fixed or adjustable rate of interest;
                (xii)  the monthly payment amounts; and
               (xiii)  the amount of any impound account.

          "Mortgage Note"  means the note or other evidence of the indebtedness
           -------------                                                       
under a Mortgage Loan.

          "Mortgaged Property" means the underlying real property that secures a
           ------------------                                                   
Mortgage.

          "Mortgagor" means one or more Persons who are the current and
           ---------                                                   
unreleased obligor or obligors on a Mortgage Note or, in some cases, the last
known party from whom the Seller accepted payment, all as reflected in the
Seller's records.

          "Northridge Earthquake" means the major seismic event of January 17,
           ---------------------                                              
1994, centered in the Northridge or Reseda area of Los Angeles, California, and
all subsequent seismic events deemed to be aftershocks thereto and occurring
prior to the Closing Date.

          "Notice of Defect" shall have the meaning set forth in Section 5.03.
           ----------------                                                   

          "Notice of Hazard" shall have the meaning set forth in Section 5.04.
           ----------------                                                   

          "Pending Loan Modification" means the proposed modification of a
           -------------------------                                      
Mortgage Loan set forth on the Pending Loan Modifications Schedule pursuant to
which the Seller deferred or would defer payments of principal and/or interest,
or advanced or would advance funds to the related Mortgagor, together with the
resulting modification of the related Mortgage Note, if any, which modification
is contemplated by the Seller and such Mortgagor but may not be consummated as
of any date between the Cut-off Date and the Closing Date, inclusive.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       5

          "Pending Loan Modifications Schedule" means the list of Pending Loan
           -----------------------------------                                
Modifications identified on Schedule 1.01-B attached hereto, which schedule sets
                            ---------------                                     
forth, with respect to each Pending Loan Modification which existed on or after
the Cut-off Date, as of the Cut-Off Date and as of the Bid Information Date, the
related Mortgage Loan's identifying number, the material terms of the
modifications made or proposed, the amount of the related pay-down of the
principal balance made or proposed, if any, and the amount of the advance made
or proposed to be made upon the consummation of the Pending Loan Modification,
if any.  At the Closing Date, the Pending Loan Modifications Schedule shall be
updated to reflect the Pending Loan Modifications as of the Closing Date and the
consummation or other disposition of the Pending Loan Modifications set forth on
the Pending Loan Modifications Schedule with respect to the Bid Information
Date.

          "Permitted Encumbrances" means (a) the lien of real estate taxes and
           ----------------------                                             
assessments, ground rents and other obligations under ground leases, personal
property taxes, water rates, water frontage charges and/or meter charges, sewer
taxes or rents, and vault charges, in each case not yet due and payable or, if
due and payable, which may be paid without interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record of a type acceptable to lending institutions generally, (c)
mechanics' or similar liens or claims for work, labor and materials relating to
work performed by tenants on such Property, (d) zoning and other land use
restrictions and ordinances, including, without limitation, landmark, historic
and wetland designations, (e) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided, in the case of a Mortgaged Property, by the
related Mortgage, and in the case of an REO Property, by the mortgage granted in
connection with the REO Loan, (f) rights of tenants under leases or other rights
of tenants or rights of other occupants of the Premises, (g) any laundry or
other equipment leases, and (h) in addition, in the case of any Condominium
Loan, (1) the lien of the Condominium Association on the related Condominium
Unit or REO Condominium Unit provided for in the related documents for the
Condominium Unit for enforcement of unpaid maintenance or common expense
assessments and (2) rights of the Condominium Association pursuant to the
condominium declaration, or the rules, regulations or other operative documents
of such Condominium Association.

          "Person" means any individual, corporation, partnership, joint
           ------                                                       
venture, association, joint-stock company, trust, incorporated organization or
government or any agency or political subdivision thereof.

          "Post-Closing Consents" means the consents or approvals required to
           ---------------------                                             
transfer any franchise agreement, service contract, management contract or
liquor license used in or relating to the operation of an REO Property which is
a hospitality property, and its related amenities.

          "Premises" means, with respect to a Property, the buildings and
           --------                                                      
improvements on such Property.

          "Properties" means the Mortgaged Properties and the REO Properties.
           ----------                                                        

          "Purchase Price" shall be an amount equal to $30,923,127, as such
           --------------                                                  
Purchase Price may be reduced with respect to the Allocated Price of any Asset
deleted as permitted under this Agreement..

          "Purchaser" shall have the meaning set forth in the preamble to this
           ---------                                                          
Agreement.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       6

          "REO Assets" means all the Seller's right, title and interest in and
           ----------                                                         
to the REO Properties and the REO Personal Property.  REO Assets do not include
rights to pursue deficiency judgments against any loan obligors from whom such
REO Properties were acquired.

          "REO Condominium Unit" means each specific unit that is in a
           --------------------                                       
Condominium Project and is REO Property.

          "REO Loan" means a mortgage loan previously held by the Seller
           --------                                                     
pursuant to which mortgaged property became REO Property.

          "REO Personal Property" means the tangible and intangible personal
           ---------------------                                            
property located on, appurtenant to or used exclusively in connection with the
management of, the REO Property on the Closing Date, if any.  The Seller makes
no representation or warranty concerning the existence of any such REO Personal
Property.

          "REO Property" means (i) the real property to which title has been
           ------------                                                     
acquired by the Seller by foreclosure, deed in lieu of foreclosure or similar
means, including without limitation REO Condominium Units, which is identified
on the REO Property Schedule, together with all Mortgaged Properties to which
the Seller has taken title prior to the Closing Date, and the related Premises.
An REO Property (with the exception of REO Condominium Units) includes all of
the Seller's ownership and rights, if any, to land lying in the bed of any
street or highway, opened or proposed, adjoining the relevant Premises to the
center line thereof, and all fixtures, attachments, appliances, equipment,
machinery and other articles, if any, attached or appurtenant to the relevant
Premises on the Cut-off Date.

          "REO Property Schedule" means the list of REO Properties subject to
           ---------------------                                             
this Agreement and identified on Schedule 1.01-D attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each REO Property as of the
Cut-off Date:
                  (i) the identifying number of the related REO Property;
                 (ii) the street address and unit number, if any, of the REO
          Property including state and zip code; and
                (iii) the type of real property constituting the REO
          Property.

          "Repurchase Price" means, in the case of any Asset to be repurchased
           ----------------                                                   
by the Seller from the Purchaser pursuant to Article VI, Article V or Section
2.06(d) or removed from the Assets sold under this pursuant to Section 2.06, a
price equal to the sum of (w) the Allocated Price, plus (x) reasonable and
                                                   ----                   
necessary out-of-pocket expenses for unreimbursed servicing advances and
expenses made by the Purchaser after the Closing Date in respect of such Asset
and expenditures of the kind described in Section 2.09 hereof made by the
Purchaser with respect to the related Property plus (y) interest on the
                                               ----                    
Allocated Price of such Asset on a daily basis, at the Return Rate for each day
from the Closing Date to the date of repurchase under the applicable provision
of this Agreement, minus (z) all payments, rents and other income or proceeds
                   -----                                                     
received by the Purchaser with respect to the related Mortgage Loan or REO
Property of the kind described in Section 2.07 and Section 2.09, including
without limitation any prepayments, insurance proceeds, condemnation proceeds
and liquidation proceeds.

          "Return Rate" means the rate for deposits in United States dollars for
           -----------                                                          
three months, as published on the display page designated as "Telerate Page
3750" on the Dow Jones Telerate as of 5:00 p.m. Eastern Time, on the first day
of the month of any date of determination (or such other 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       7

page replacing that page on such date of determination); provided, however, that
                                                         --------  -------
if such rate is not available from the Dow Jones Telerate service, the rate
shall be determined on the basis of the arithmetic mean (rounded upwards, if
necessary, to the nearest 1/16th of 1%), of the rates at which deposits in
United States dollars are offered by the reference banks in the London Interbank
Market at 5:00 p.m. Eastern Time, on the date of determination, to prime banks
in the London Interbank Market for three months commencing on such date of
determination.

          "Seller" shall have the meaning set forth in the preamble to this
           ------                                                          
Agreement.

          "Servicing Agreement" means the Interim Servicing Agreement, to be
           -------------------                                              
dated as of the Closing Date, between the Seller and the Purchaser, to provide
servicing through August 31, 1994 and substantially in the form of Exhibit 1.01-
                                                                   ------------
C hereto.
- - -        

          "Structural Defect" means a condition of the structure of the
           -----------------                                           
improvements on a Mortgaged Property or an REO Property resulting from faulty
engineering, construction, labor or materials, or from fire or other casualty
(including the Northridge Earthquake) which has a material adverse impact on the
value and use of the Property.  "Structure" for the purpose of the foregoing
definition means the foundation, exterior walls and interior bearing walls.
"Structural Defect" shall not include (a) the failure of any component of the
structure to be suitable for a use for which it was not intended when built or
installed; (b) any condition which exists by reason of normal wear and tear; (c)
any condition in the nature of deferred maintenance; (d) any condition which
exists because the structural component has outlived its useful life or
functional utility; (e) any condition which causes a material adverse impact on
the value and use of the Property solely because the structure is not in
compliance with a law, regulation, code or standard which did not apply when the
structural component was built or installed, including, without limitation, the
Americans With Disabilities Act of 1990.

          "Unapplied Funds" means funds received by Seller with respect to a
           ---------------                                                  
Mortgage Loan that have not been allocated on the books of the Seller.

                                   ARTICLE II

                         SALE AND CONVEYANCE OF ASSETS

          Section 2.01  Purchase and Sale of Assets.
                        --------------------------- 

          The Seller hereby agrees to sell, assign, transfer, set over and
convey to the Purchaser, and the Purchaser hereby agrees to purchase, all of the
Seller's right, title and interest in and to the Assets, without recourse to the
Seller except as expressly set forth herein, on July 29, 1994, or such other
date as is agreed between the Purchaser and the Seller, subject to the last
sentence of Section 6.07 (the "Closing Date").  The Mortgage Loan Assets are
                               ------------                                 
being sold to the Purchaser with any obligation or right of the Seller to
service the Mortgage Loans being released and terminated as of the Closing Date,
except as provided in the Servicing Agreement.  The Purchaser hereby agrees to
assume each and every obligation of the Seller (if any) arising on or after the
Closing Date and relating to the Assets.  On the Closing Date, the Seller shall
also deliver to the Purchaser or to a custodian designated by the Purchaser all
documents and instruments specified in Sections 2.03 and 2.04.

          On July 13, 1994, the Purchaser shall deposit with the Deposit Escrow
Agent, by wire transfer in immediately available funds to the account specified
by the Deposit Escrow Agent, ten percent (10%) of the Purchase Price to hold in
accordance with the terms of this Agreement and any further instructions not
inconsistent herewith.  The Deposit Escrow Agent shall maintain 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       8

the Deposit in an interest-bearing demand deposit account, with interest
accruing for the benefit of the Purchaser.

          On the Closing Date, the Deposit shall be released by the Deposit
Escrow Agent and paid to the Seller, and the Purchaser shall pay to the Seller
or its designee, by wire transfer in immediately available funds to the account
specified by the Seller, the Balance Purchase Price, plus or minus, as the case
may be, the Estimated Apportionment Amount.  The Seller and the Purchaser agree
that no part of the Purchase Price is allocable to any REO Personal Property.

          The Closing shall take place at the offices of the Seller or its
attorneys at 9:00 AM (P.D.T.) on the Closing Date or, upon reasonable notice by
the Seller to the Purchaser, at such other time or place on the Closing Date as
may be designated by the Seller.

          Section 2.02  Servicing.
                        --------- 

          The servicing rights related to the Mortgage Loans shall be
transferred to the Purchaser on the Closing Date, subject to the terms of the
Servicing Agreement.  From the Cut-off Date up to and including the Closing
Date, without the consent of the Purchaser, the Seller shall continue to service
the Mortgage Loans and the REO Properties, to the extent practicable, using the
same servicing procedures applicable to the Mortgage Loans and the REO
Properties as the Seller utilized for its own account prior to the Cut-off Date,
except that between the date of this Agreement and the Closing Date the Seller
will not, without the consent of the Purchaser, modify the terms of any Mortgage
Loan or affirmatively waive any material obligation of the borrower or right of
the lender under any Mortgage Loan, conclude any foreclosure proceeding in
respect of any Mortgaged Property or take title pursuant to such proceeding, or
take title to any Mortgaged Property by accepting a deed in lieu of foreclosure,
except in each case as described on the Pending Loan Modifications Schedule.
The Purchaser shall execute and deliver the Servicing Agreement on the Closing
Date, which shall govern the servicing of the Mortgage Loans thereafter for the
term thereof.

          Section 2.03  Delivery of Mortgage Loan Assets.
                        --------------------------------

          The Seller shall, on the Closing Date, subject to any contrary
provisions in the Servicing Agreement, deliver and release to the Purchaser or
to a custodian designated by the Purchaser the documents listed below in respect
of each Mortgage Loan Asset:

                  (i) The original Mortgage Note endorsed, "Pay to the order of
          [Purchaser], without recourse," showing an unbroken chain of
          endorsements of the Mortgage Note from the originator to the Seller,
          and signed in the name of the Seller by an authorized officer thereof
          or a lost note affidavit or other reasonably acceptable evidence of
          the issuance of such Mortgage Note, with indemnification by the Seller
          for any material losses caused by the Seller's failure to deliver the
          original Mortgage Note.

                  (ii) The original recorded Mortgage with evidence of recording
          thereon or, if the original mortgage has not yet been returned from
          the recording office or is not in the Seller's files, a copy of the
          original Mortgage certified by the Seller to be a true copy of the
          original of the Mortgage which has either been sent for recording or
          is recorded in the appropriate recording office of the jurisdiction in
          which the Mortgaged Property is.

                  (iii)  An Assignment.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       9

                  (iv) Originals of any intervening Assignments with evidence of
          any recording thereof or, if the original thereof is not in the
          Seller's files, a copy of such Assignment certified by the Seller to
          be a true copy of the original of such Assignment in the form
          recorded, if recorded, showing an unbroken chain of ownership and
          assignment of the Mortgage Loan.

                  (v) The original or a copy of the title insurance policy.

                  (vi) The original or a copy of the policy of mortgage
          insurance, if any, or evidence thereof.

                  (vii)  Originals or copies certified by the Seller of all
          assumption, modification and substitution agreements, if any.

                  (viii)  The other Loan Documents contained in the Investors'
          Review File, if any.

          In the event that, with respect to any Mortgage Loan, the Seller does
not deliver any document described in clauses (iv) through (viii) above, the
Closing shall occur and the Purchaser shall have the rights set forth in Section
6.01.  The Seller will also deliver a Pending Loan Modifications Schedule
updated to set forth the Pending Loan Modifications which have been consummated
or abandoned between the Bid Information Date and the Closing Date and the
Pending Loan Modifications which remain to be consummated as of the Closing
Date.

                  Section 2.04  Delivery of REO Assets.
                                ---------------------- 

          The Seller shall, on the Closing Date, deliver and release to the
Purchaser or to a custodian designated by the Purchaser the following documents
and items in respect of each REO Asset:

                  (i) Grant deeds or their equivalent (special warranty deeds)
          under the law of the State where the REO Property is located (the
                                                                           
          "Deeds"),  duly executed and acknowledged by the Seller, in proper
          ------                                                            
          form for recording, conveying to the Purchaser good and marketable fee
          simple title to the REO Properties, subject only to Permitted
          Encumbrances and such other matters to which the Purchaser is required
          or agrees to be subject pursuant to this Agreement.  For convenience,
          at the Seller's option, there may be omitted from the Deeds a listing
          of all Permitted Encumbrances and such other matters, but,
          nevertheless, such Permitted Encumbrances and other matters shall be
          incorporated therein by reference to this Agreement and shall survive
          the delivery thereof.

                  (ii) Copies of foreclosure deeds, certificates of
          foreclosures, deeds in lieu of foreclosure and related documents by
          which the Seller acquired its ownership rights to the REO Properties
          to the extent applicable and in the possession of, or reasonably
          available to, the Seller.

                  (iii)  An assignments of leases, assigning to the Purchaser
          all of the Seller's right, title and interest as landlord in and to
          leases of the REO Properties or portions thereof, if any, together
          with security deposits held by the Seller, and pursuant to which the
          Purchaser assumes all of the Seller's duties and obligations with
          respect thereto, together with such executed leases as the Seller has
          in its possession.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       10

                  (iv) A Bill of Sale duly executed by the Seller and in proper
          form to transfer the Seller's right, title and interest in all of the
          tangible REO Personal Property for all of the REO Property, if any, to
          the Purchaser.

                  (v) An Assignment of Intangible Personal Property duly
          executed by the Seller and in proper form to transfer the Seller's
          right, title and interest in all of the intangible REO Personal
          Property for all of the REO Property, if any, to the Purchaser.

                  (vi) Keys and any other access devices for each REO Property
          to the extent available and in the possession of the Seller or
          instructions as to where such keys and other access devices are
          located.

                  (vii)  Assignments and assumptions of any franchise agreement,
          service contract, management contract or liquor license used in or
          relating to the operation of an REO Property which is a hospitality
          property, and its amenities, to the extent all necessary approvals and
          consents to make such assignment have been obtained.  The Seller shall
          promptly assign to the Purchaser and the Purchaser shall assume any
          such franchise agreement, service contract, management contract or
          liquor license upon the receipt by the Seller of all approvals and
          consents which the Seller reasonably considers necessary to make such
          assignment.

                  (viii)  Assignments and assumptions of the construction
          contracts described in Schedule 2.04(viii) attached hereto, which
                                 -------------------                       
          contracts have been delivered to the Purchaser on or before the Bid
          Information Date.  The Purchaser hereby agrees to assume such
          construction contracts upon their assignment by the Seller to the
          Purchaser.

                  (ix) An affidavit stating that the Seller is not a "foreign
          person" pursuant to Section 1445(b)(2) of the Internal Revenue Code
          (and the Purchaser agrees that upon the execution and delivery of such
          to the Purchaser, no deduction shall be made or claimed against the
          Purchase Price by reason of the requirements of Section 1445 of the
          Internal Revenue Code).

                  (x) An affidavit stating that Seller is exempt from the
          withholding provisions of California Revenue and Taxation Code
          Sections 18805 and/or 26131.

          In the event that, with respect to any REO Property, the Seller does
not deliver any item described in clauses (ii) through (ix) above, the Closing
shall occur and, if such non-delivery is of a document described in clauses (ii)
through (vii) above, then the Purchaser shall have the rights set forth in
Section 6.01.

                  Section 2.05  Recordation of Assignments and Deeds; Transfer
                                ----------------------------------------------
                       Taxes.
                       ----- 

          (a) The Purchaser shall be responsible for and shall bear the expense
of recording Assignments and Deeds to the Purchaser.

          (b) The Purchaser shall promptly upon the Closing record all
Assignments and Deeds and shall pay, as and when due, any transfer taxes, deed
stamps, recording fees and other similar charges required to be paid in
connection with the purchase of the Assets contemplated by this Agreement.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       11

          (c) The Seller and the Purchaser may mutually agree to effect the
Closing for all or a portion of the Assets through an Escrow Agent, which Escrow
Agent may, among other things, prepare, record and deliver Deeds and
Assignments, in which case Escrow Agent shall record and deliver such documents
in accordance with the terms hereof and any supplementary escrow instructions
mutually executed and delivered by the Seller and the Purchaser.  The Seller and
the Purchaser shall take such actions as the Seller may reasonably require in
order to allow the selected transactions to close through the Escrow Agent,
including without limitation the depositing of documents with the Escrow Agent.
The costs and expenses of the Escrow Agent shall be borne equally by the Seller
and the Purchaser.

                  Section 2.06  Risk of Loss; Insurance.
                                ----------------------- 
          (a) From and after the Closing Date the Purchaser assumes all risk of
loss to the Properties and shall arrange for insurance coverage at its
discretion.

          (b) If after the Cut-off Date and prior to the Closing Date any
Property or portion thereof suffers a Material Loss, then the related Asset will
not be sold (and the related Mortgage Loan or REO Property will not be deemed a
Mortgage Loan or REO Property hereunder) and the Purchase Price will be reduced
by the corresponding Allocated Price.

          (c) If after the Cut-off Date and prior to the Closing Date any
Property or portion thereof suffers an Insured Loss, then the Purchaser shall
purchase the related Asset and the Seller shall assign to the Purchaser the
condemnation proceeds or the proceeds of the insurance covering the Insured
Loss, as applicable.

          (d) If a determination as to whether a Material Loss or an Insured
Loss has occurred with respect to a Property cannot be made prior to the Closing
Date, the Purchaser shall purchase the related Asset as if such Property had
suffered an Insured Loss, provided, however, that if a determination is made
                          --------  -------                                 
within sixty (60) days after the Closing Date that such Property suffered a
Material Loss, then the Purchaser, at its option, may require the Seller to
repurchase the related Asset at its Repurchase Price by so notifying the Seller
within ten (10) Business Days of such determination.  The Seller's obligation to
repurchase any Asset pursuant to this Section 2.06(d) shall be subject to
earlier termination under Section 6.02 hereof.

                  Section 2.07  Allocation of Mortgage Loan Payments.
                                ------------------------------------ 
          (a) Subject to the Closing, funds received with respect to Mortgage
Loans shall be allocated as follows:

                  (i) With respect to funds received by the Seller prior to the
          Cut-off Date, (A) the Seller shall be entitled to (1) all interest and
          principal payments and other recoveries paid by or on behalf of any
          Mortgagor, and (2) the portion of Unapplied Funds with respect to a
          Mortgage Loan that would be applied to interest upon the application
          of such Unapplied Funds, first to the interest and then to the
          principal, to the furthest installment payments past due, and (B) the
          Purchaser shall be entitled to the portion of Unapplied Funds with
          respect to a Mortgage Loan that would be applied to principal upon the
          application of such Unapplied Funds, first to the interest and then to
          the principal, to the furthest installment payments past due.

                  (ii) With respect to funds received after the Cut-off Date and
          prior to the Closing Date, (A) the Seller shall be entitled to (1) all
          interest payments, (2) the portion of Unapplied Funds with respect to
          a Mortgage Loan that would be applied 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       12

          to interest upon the application of such Unapplied Funds, first to the
          interest and then to the principal, to the furthest installment
          payments past due, (3) the interest portion of up to four months of
          payments due before the Cut-off Date that were deferred by a written
          agreement with the Mortgagor in connection with the Northridge
          Earthquake, as described in Schedule 2.07(a)(ii) attached hereto, (4)
                                      -------------------
          payments received to reimburse funds advanced by the Seller as
          described in Section 2.12, (5) payments made to pay down the principal
          balance of a Mortgage Loan in connection with a Pending Loan
          Modification entered into by the Seller and a Mortgagor prior to the
          Bid Information Date, and (6) payments made prior to the Closing Date
          constituting payment of late fees, and (B) the Purchaser shall be
          entitled to all principal payments and other recoveries, paid by or on
          behalf of any Mortgagor with respect to a Mortgage Loan, including
          without limitation any remaining Unapplied Funds.

                  (iii)  With respect to funds received after the Closing Date,
          (A) the Purchaser shall be entitled to all interest and principal
          payments and other recoveries paid by or on behalf of any Mortgagor,
          and (B) the Seller shall be entitled to payments made to pay down the
          principal balance of a Mortgage Loan in connection with a Pending Loan
          Modification entered into by the Seller and a Mortgagor prior to the
          Bid Information Date.  The Purchaser shall pay over to the Seller any
          amounts received by the Purchaser to which the Seller is entitled,
          within ten (10) Business Days after the receipt thereof.

          (b) All payments that are received prior to the Closing Date by the
Seller and that are allocated to Purchaser under Section 2.07(a) shall be either
added to the Estimated Apportionment Amount payable to the Purchaser or credited
toward the Estimated Apportionment Amount payable to the Seller, as applicable.
All such payments accepted by the Seller on or after the Closing Date shall be
held for the benefit of the Purchaser and delivered to the Purchaser promptly
after receipt thereof.  Notwithstanding the foregoing, with respect to a
foreclosure of a Mortgage Loan or an REO Loan or the taking of a deed in lieu of
foreclosure, funds received by the Seller or the Purchaser after the Cut-off
Date from any receiver or trustee or debtor-in-possession pursuant to a
bankruptcy proceeding, whether received prior to or after the Closing Date,
shall be apportioned as of the Closing Date in the manner set forth in Section
2.09; and with respect to a foreclosure or similar proceeding that results in
the reinstatement of a Mortgage Loan (whether or not such Mortgage Loan is
modified in such proceeding), funds received by the Seller or the Purchaser
after the Cut-off Date from any receiver or trustee or debtor-in-possession
pursuant to a bankruptcy proceeding, whether received prior to or after the
Closing Date, shall be allocated in the manner set forth in Section 2.07(a).
The Seller and the Purchaser agree to notify each other of the receipt of any
such payments, including without limitation payments received after the Closing
Date.

                  Section 2.08  Escrow Balances.
                                --------------- 

          From and after the Closing Date, but subject to the Servicing
Agreement, the Purchaser hereby agrees to assume, undertake and discharge any
and all obligations of the Seller as may relate to Escrow Balances, including
without limitation any obligation to pay interest accruing after the Closing
Date to any Mortgagor on the Escrow Balances, if required by applicable law.
All Escrow Balances relating to the Mortgage Loans or the REO Property as of the
Closing Date shall be transferred to the Purchaser, and the Seller shall pay
over and/or deliver such amounts to the Purchaser within ten (10) Business Days
after the Closing Date against the Purchaser's acknowledgment of receipt
thereof.  The Purchaser hereby indemnifies and holds the Seller harmless against
any and all Claims made as a result of the Purchaser's violation of applicable
law, 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       13

or application of funds, with respect to and only to the extent of the Escrow
Balances transferred to the Purchaser hereunder.

                  Section 2.09  Apportionments.
                                -------------- 
          (a) The following items received or paid by or on behalf of the Seller
prior to the Closing Date shall be apportioned between the Seller and the
Purchaser as of 11:59 p.m. on the day preceding the Closing Date:

                  (i) All payments, rents and other income or proceeds with
          respect to the related REO Property (including without limitation
          payments of the kind described in Section 2.07 with respect to a
          Mortgaged Property that became an REO Property prior to the Closing
          Date), on a cash basis, including without limitation, rents, month to
          month holdover charges, furniture rentals, corporate rentals and
          services, and laundry equipment rentals.

                  (ii) Real property taxes and assessments, and amounts prepaid
          or payable for any hazard insurance policy or other insurance policy
          being transferred to the Purchaser.

                  (iii)  Utility charges, including water, sewer, electricity
          and gas, and maintenance charges, if any, for sewers.  In conjunction
          with such apportionments, the Purchaser and the Seller shall notify,
          or cause to be notified, all utilities servicing the REO Properties of
          the change in ownership and direct that all future billings be made to
          the Purchaser at the address of the REO Property with no interruption
          of service and the Seller shall secure the release of any such utility
          deposits, provided that the Purchaser shall cooperate in the same
          without expense to the Purchaser.  The Seller shall use its best
          efforts to procure final meter readings for all utilities as of the
          Closing Date and to have such bills rendered directly to the Seller.
          To the extent that tenants are responsible for and receive all such
          statements, no such notifications shall be required.

                  (iv) Fees and charges under any management, service, supply,
          security, maintenance or other similar contracts, and common charges
          and Condominium Association dues and charges adversely affecting any
          Condominium Unit or REO Condominium Unit that give rise to a lien
          thereon prior in right to that of the Seller.

                  (v) Cash amounts maintained in operating accounts on behalf of
          any REO Property which is a hospitality property shall be deemed to be
          expenses prepaid by the Seller on behalf of the Purchaser for expenses
          to be incurred after the Closing Date, provided that such amounts
          shall be only that which is reasonably necessary to continue the day-
          to-day operations of such hospitality property and its related
          amenities and such amounts shall be transferred to the account of the
          Purchaser.

                  (vi) Other operating expenses for the REO Properties,
          including without limitation prepaid expenses and accounts payable
          with respect to such expenses.

                  (vii)  Cash amounts maintained in accounts with property
          managers of the REO Properties shall be deemed to be expenses prepaid
          by the Seller on behalf of the Purchaser for expenses to be incurred
          after the Closing Date, provided that pursuant to the Servicing
          Agreement, the property manager will be instructed to 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       14

          mark its records to show the ownership of such funds has been
          transferred to the account of the Purchaser.

          (b) The actual net amount of the apportionments described in Section
2.09(a) shall be the "Apportionment Amount."  For purposes of the Closing Date
                      --------------------                                    
the Seller shall calculate an estimate of the Apportionment Amount (the
                                                                       
"Estimated Apportionment Amount"), on the basis of the actual amounts of any
- - -------------------------------                                             
items apportioned if known by the Seller as of the Closing Date, or the Seller's
good faith estimation of such amounts, if not so known.  The Estimated
Apportionment Amount shall be adjusted in accordance with the provisions of
Sections 2.07, 2.12 and 2.13.  The Seller or the Purchaser, as applicable, shall
pay to the other party the Estimated Apportionment Amount in accordance with
Section 2.01.  The Seller shall deliver a reconciliation report to the Purchaser
within sixty (60) days after the Closing Date which shall set forth the actual
deviations from any such good faith estimations and the overall deviation
between the Apportionment Amount and the Estimated Apportionment Amount (the 
"Deviation Amount").  The party which received the benefit of the Deviation
 ----------------                                                          
Amount shall pay such amount to the other party hereto by wire transfer of
immediately available funds to the account specified by the Seller or the
Purchaser, as the case may be, within ten (10) Business Days after the Seller
delivers such reconciliation report to the Purchaser, or if no account is
specified before two Business Days prior to such date, by bank certified check
payable in next day funds.

                  Section 2.10  Payment of Expenses.
                                ------------------- 

          After the date of this Agreement, the Seller but shall continue to pay
any expenses of the kind described in Section 2.09 which become due and payable
in the ordinary course of business and include such expenses in the
apportionment under Section 2.09.  The Seller shall not pay any such expenses
becoming due and payable on or after the Closing Date.

                  Section 2.11  Legal Proceedings.
                                ----------------- 
          (a) With respect to any Mortgage Loan or REO Property that is, as of
the Closing Date, the subject of litigation or other legal proceeding
(including, without limitation, a bankruptcy, eviction, foreclosure or
receivership proceeding), the Purchaser agrees that it shall, at its own cost,
within thirty (30) days after the Closing Date, (i) notify the Mortgagor
thereunder, the Clerk of the Court, all parties who have appeared, all counsel
of record and any other Person required by law to be notified, in each such
proceeding, of the transfer of the Mortgage Loan or REO Property, as the case
may be, from the Seller to the Purchaser, (ii) file pleadings to relieve the
Seller's counsel of record from further responsibility in such litigation or
other legal proceeding (unless said counsel has agreed, with the Seller's
written consent, to represent the Purchaser in said proceedings at the
Purchaser's expense), and (iii) remove the Seller as a party in such action and
substitute the Purchaser as the real party-in-interest, and change the caption
thereof accordingly.  In connection therewith, after the Closing Date, the
Purchaser shall have the sole responsibility to obtain all documents pertaining
to the Mortgage Loan or REO Property, as the case may be, then in the possession
of any such counsel and to determine the appropriate direction and strategy for
such litigation or other legal proceeding.  The Seller agrees to cooperate and
use reasonable efforts to assist the Purchaser in obtaining the release of such
documents to the Purchaser.  The Purchaser acknowledges that its failure to
comply with the provisions of this Section 2.11 may affect the Purchaser's
rights in any such litigation or other legal proceeding (and may result, without
limitation, in dismissal with prejudice or the running of any statute of
limitations).  If the Purchaser fails to comply with the above requirements (i)
through (iii), the Seller may, but is not obligated to, take such actions as it
deems necessary to effectuate the provisions of this Section 2.11.
Notwithstanding the foregoing, this Section 2.11 shall not apply to any
litigation in which the Seller is named as a party defendant.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       15

          (b) Any costs and legal fees incurred by the Seller in connection with
such litigation or other legal proceeding from and after the Cut-off Date,
including without limitation any fees and costs incurred by the Seller in
connection with the Purchaser's failure to comply with the above requirements,
shall be reimbursed by the Purchaser and the Purchaser hereby indemnifies the
Seller therefor.  If, after the Closing Date, either party receives an invoice
for any legal fees and costs incurred in connection with such litigation or
other legal proceeding that are payable by the other party, then the party
receiving such invoice shall promptly forward such invoice to the other party
and such other party shall pay directly or, in the event the party receiving
such invoice has paid the amounts due thereon, reimburse the party receiving the
invoice promptly, but not later than ten (10) Business Days following receipt of
such invoice.

          (c) If the Purchaser shall receive any pleadings relating to any
Mortgage Loan or REO Property that name the Seller as a party, then immediately
following receipt of any such pleadings the Purchaser shall notify the Seller
thereof and promptly deliver copies of such pleadings to the Seller and
otherwise comply with the provisions of this Section 2.11.

                  Section 2.12  Unreimbursed Advances.
                                --------------------- 

          Amounts paid by the Seller either pursuant to an agreement with a
Mortgagor or as part of the administration and servicing of a Mortgage Loan from
the Seller's own funds in payment of real estate taxes, insurance premiums,
ground lease rents or other similar costs attributable to the Mortgaged
Property, including without limitation Escrow Advances, which are an obligation
of the Mortgagor but have not been paid by the Mortgagor prior to the Closing
Date shall be either added to the Estimated Apportionment Amount payable to the
Seller or credited toward the Estimated Apportionment Amount payable to the
Purchaser, as applicable.  The right to receive repayment from the Mortgagor of
such amounts after the Closing Date shall be transferred to the Purchaser.

                  Section 2.13  Pending Loan Modifications.
                                -------------------------- 
          (a) The Purchaser acknowledges and agrees that, after the Cut-off Date
and prior to the Closing Date, the Seller may continue to negotiate or
consummate Pending Loan Modifications and, until the Bid Information Date, may
enter into negotiations with Mortgagors that may result in Pending Loan
Modifications, consistent with past practice, provided, however, that the Seller
                                              --------  -------                 
shall not, on or after the Bid Information Date, enter into any loan
modification other than a modification shown on the Pending Loan Modification
Schedule as of the Bid Information Date without the consent of the Purchaser.
The modification documents used to consummate any Pending Loan Modification
shall substantially conform with the description set forth in the Pending Loan
Modification Schedule.  The Seller makes no representation or warranty as to
whether any or all of the Pending Loan Modifications will be consummated.

          (b) There shall be added to the Estimated Apportionment Amount payable
to the Seller or credited toward the Estimated Apportionment Amount payable to
the Purchaser, as applicable, the amount of funds advanced to Mortgagors
pursuant to Pending Loan Modifications that have been consummated prior to the
Closing Date as reflected on the Pending Loan Modifications Schedule updated to
the Closing Date.

          (c) As of the Closing Date, the Purchaser shall assume the rights and
obligations of the Seller with respect to ongoing negotiations with Mortgagors
and the consummation of Pending Loan Modifications and the advancement of any
funds required thereunder.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       16

                  Section 2.14  Delinquent Real Estate Taxes and Assessments.
                                -------------------------------------------- 

          The Purchaser shall be responsible for the payment of all delinquent
real estate taxes and assessments existing as of the Closing Date with respect
to any Mortgaged Property, and any penalties and interest thereon, provided,
                                                                   -------- 
however, that the Seller shall reimburse the Purchaser for any and all such
- - -------                                                                    
payments made by the Purchaser after the Purchaser has paid in the aggregate
$211,000 for such payments, promptly upon receipt from the Purchaser of a
statement therefor.

                  Section 2.15  Continuing Cooperation; Subsequent
                                ----------------------------------
                                Documentation.
                                -------------

          At any time, and from time to time after the Closing Date, upon the
reasonable request of either party hereto, and at the expense of such party, the
other party shall do, execute, acknowledge and deliver, and shall cause to be
done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required
in order to accomplish any provision herein, including without limitation the
assignment of any financing statements, guarantees and the like.  In addition,
in the event that the Seller determines subsequent to the Closing Date that it
needs access to any documents relating to a Mortgage Loan or REO Property for
accounting, tax, litigation or other purposes, the Purchaser shall promptly
provide copies of such documents to the Seller, to the extent in the Purchaser's
possession, and at the Seller's expense.

                                  ARTICLE III
                                        
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

                  Section 3.01  General Representations and Warranties of the
                                ---------------------------------------------
                                Seller.
                                ------ 
          The Seller represents and warrants to the Purchaser that as of the
date hereof and as of the Closing Date:

                  (i) Due Organization.  The Seller is a federal savings bank,
                      ----------------                                        
          duly chartered, validly existing and in good standing under the
          federal laws of the United States.

                  (ii) Authorization; Binding Obligation.  The Seller has the
                       ---------------------------------                     
          corporate power and authority to hold each Asset, to sell each Asset,
          to execute, deliver and perform this Agreement, and to enter into and
          consummate all transactions contemplated by this Agreement.  The
          Seller has duly authorized the execution, delivery and performance of
          this Agreement and has duly executed and delivered this Agreement, and
          this Agreement, assuming due authorization, execution and delivery by
          the Purchaser, constitutes a legal, valid and binding obligation of
          the Seller, enforceable against it in accordance with its terms,
          subject to bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting creditors' rights generally (including
          laws and regulations affecting the rights of creditors of federal
          savings banks) and to general principles of equity (regardless of
          whether such enforcement is considered in a proceeding in equity or at
          law).

                  (iii)  No Conflict.  The consummation of the transactions
                         -----------                                       
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the Seller's
          charter or by-laws or any material agreement or instrument to which
          the Seller is now a party, or constitute a default or result in an
          acceleration under any of the foregoing, or result in the violation of
          any law, 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       17

          rule, regulation, order, judgment or decree to which the Seller or its
          property is subject, which conflict, breach, default, acceleration or
          violation would have a material adverse effect on the ability of the
          Seller to perform its obligations under this Agreement.

                  (iv) No Litigation.  Except for unlawful detainer actions and
                       -------------                                           
          actions under the United States Bankruptcy Code against a tenant of a
          Property or involving a Mortgagor and receivership proceedings with
          respect to a Mortgaged Property, and except as set forth in Schedule
                                                                      --------
          3.01(iv) hereto, there is no action, suit proceeding or investigation
          --------                                                             
          pending or, to the Seller's knowledge, threatened against the Seller
          or relating to any Asset, which challenges, relates to, or adversely
          affects the right, title or interest of the Seller in or to such Asset
          or, if determined adversely to the Seller, would prevent the
          consummation of the sale of such Asset to the Purchaser as
          contemplated hereby.

                  (v) No Consent Required.  No consent, approval, authorization
                      -------------------                                      
          or order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Seller or for the
          performance by the Seller of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.

                  (vi) Foreign Person.  The Seller is not a foreign person
                       --------------                                     
          within the meaning of Section 1445(f) of the Internal Revenue Code,
          and the Seller agrees to execute any and all documents necessary or
          required by the Internal Revenue Service in connection with such
          declaration.

          Section 3.02  Representations and Warranties as to the
                        ----------------------------------------
                       Mortgage Loans.
                       -------------- 
          The Seller hereby represents and warrants to the Purchaser that, as of
the Closing Date:

                  (i) True Information.  The information set forth on the
                      ----------------                                   
          Mortgage Loan Schedule is true and correct in all material respects,
          except to the extent that any Mortgaged Properties have become REO
          Properties prior to the Closing Date and the related Mortgage Loan
          appears on the Mortgage Loan Schedule.

                  (ii) Ownership.  The Seller has good title to, and is the sole
                       ---------                                                
          owner of, each Mortgage Loan Asset, free and clear, except as set
          forth on the Mortgage Loan Schedule, of any other ownership interest
          or participation interest in favor of any other Person and free and
          clear of any lien, charge or encumbrance.

                  (iii)  Full Disbursement.  Each Mortgage Loan has closed and
                         -----------------                                    
          the proceeds of each Mortgage Loan have been fully disbursed and there
          is no requirement for future advances to the Mortgagor thereunder
          except as described in the Pending Loan Modification Schedule.  For
          purposes hereof, capitalization of interest pursuant to a negative
          amortization provision shall not be deemed to be an "advance" to the
          Mortgagor, and any Escrow Payments shall be deemed fully disbursed.

                  (iv) First Lien.  In the case of each Mortgage Loan, the
                       ----------                                         
          related Mortgage has been properly recorded and is a valid first lien
          on the related Mortgaged Property, including all improvements on such
          Mortgaged Property, 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       18

          securing the amounts owed on the related Mortgage Note, subject only
          to Permitted Encumbrances and delinquent real estate taxes and
          assessments. The Seller makes no representation or warranty with
          reference to the perfection or priority, under the Uniform Commercial
          Code, of any security interest in personal property. Any delinquent
          taxes and assessments with respect to a Mortgaged Property are
          payable, with appropriate penalties and interest, and provided such
          payment is made, the Mortgaged Properties shall not be forfeited.

                  (v) No Modification.  The terms of the Mortgage Notes or the
                      ---------------                                         
          Mortgages have not been altered, modified or waived by Seller in any
          respect, except by a written instrument contained in the Loan
          Documents in the Investors' Review Files (and recorded in the case of
          a Mortgage, if necessary, in order to maintain the first priority lien
          thereof) or as set forth in the Pending Loan Modification Schedules or
          Schedule 2.07(a)(ii).

                  (vi) Title Insurance.  Each Mortgage Loan is covered by an
                       ---------------                                      
          ALTA lender's title insurance policy, or other form of title insurance
          policy generally acceptable to prudent institutional lenders, issued
          by a title insurer qualified to do business in the jurisdiction where
          the Mortgaged Property is located, insuring, subject only to
          exceptions described in such policy, the Seller, its successors and
          assigns as to the first priority lien of the Mortgage in the original
          principal amount of the Mortgage Loan.  The title insurance policy is
          in full force and effect and will be in full force and effect on the
          Closing Date and will inure to the benefit of the Purchaser without
          any further act.  To the best of the Seller's knowledge, no claims
          have been made under any such title insurance policy.

                  (vii)  Hazard Insurance.  Each Mortgage securing a Mortgage
                         ----------------                                    
          Loan requires the Mortgagor thereunder to maintain a fire and other
          hazard insurance policy covering such losses as are covered under a
          standard extended coverage endorsement with mortgagee rights and
          protections customary for mortgage lending practices in the locality
          in which the Mortgaged Property is located, and, to the extent
          required as of the date of origination of such Mortgage by the Seller
          consistent with its normal mortgage lending practice, against other
          risks insured against by persons operating like properties in the
          locality of the Mortgaged Property.

                  (viii)  No Release.  No Mortgage Note or Mortgage has been
                          ----------                                        
          satisfied, canceled, subordinated to another mortgage or rescinded, in
          whole or in part, and no Mortgaged Property has been released from the
          lien of the related Mortgage, in whole or in part, except to the
          extent that any related Mortgaged Properties have become REO
          Properties prior to the Closing Date.

                  (ix) Compliance with Laws.  With respect to each Mortgage
                       --------------------                                
          Loan, there is no material violation by the Seller of any law
          pertaining to usury, truth-in-lending, consumer credit protection,
          equal credit opportunity or any similar law applicable to the
          origination of such Mortgage Loan at the time it was made, which
          violation would give rise to a valid defense on the part of the
          Mortgagor that would prevent the Purchaser from foreclosing upon the
          property mortgaged or pledged as collateral for such Mortgage Loan.

                  (x) No Defenses.  Except as described in Schedule 3.01(iv)
                      -----------                          -----------------
          hereto, no Mortgage Loan is subject to any valid right of rescission,
          set-off, abatement 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       19

          or diminution, or any valid counterclaim or defense that would prevent
          the Purchaser from foreclosing upon the property mortgaged or pledged
          as collateral for such Mortgage Loan.

                  (xi) Enforceability.  Each Mortgage Note and Mortgage is
                       --------------                                     
          genuine and constitutes the legal, valid and binding obligation of the
          obligor thereunder, subject to bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally and to general principles of equity (regardless of whether
          such enforcement is considered in a proceeding in equity or at law),
          and each contains provisions customary among prudent institutional
          mortgage lenders so as to render the rights and remedies of the
          secured lender thereunder adequate for the realization of the material
          benefits of the security provided thereby.

                  (xii)  No Cross-Collateralization.  No Mortgage Loan is
                         --------------------------                      
          secured by any real estate collateral except the lien of the related
          Mortgage, an assignment of the related leases, and any related
          security agreement; no Mortgaged Property or REO Property secures any
          other mortgage loan not included in the pool of Mortgage Loans sold
          under this Agreement; nor is any Mortgage Loan cross-defaulted with
          any other mortgage loan nor is any Mortgage Loan secured by the
          mortgaged property which secures another mortgage loan; except that
          there may be additional security, cross-collateralization or cross-
          defaulting if all the cross-collateralized and cross-defaulted
          Mortgage Loans are included in the pool of Mortgage Loans sold under
          this Agreement and Mortgaged Properties may secure other Mortgage
          Loans, if the Mortgage Loans are all included in the pool of Mortgage
          Loans sold under this Agreement.

                  (xiii)  Investors' Review File.  To the best of the Seller's
                          ----------------------                              
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related Mortgage Loan.  The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons.  The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File.  The Purchaser acknowledges that the
          Investors' Review File may not include all opinions of value in the
          Seller's possession, if any.

                  (xiv)  Condemnation.  To the best of the Seller's knowledge,
                         ------------                                         
          there is no proceeding pending or threatened for the total or partial
          condemnation of any Mortgaged Property so as to affect adversely the
          value of the Mortgaged Property as security for the Mortgage Loan or
          the use for which the Premises were intended.

                  (xv) Originator.  Each Mortgage Loan was originated by the
                       ----------                                           
          Seller, a subsidiary of the Seller, or a savings and loan association,
          a savings bank, a commercial bank or similar banking institution which
          is supervised and examined by a federal or state banking authority.

                  (xvi)  No Fraud.  There was no fraud on the part of the Seller
                         --------                                               
          with respect to the origination of any Mortgage Loan originated by the
          Seller.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       20

                  Section 3.03  Representations and Warranties as to the REO
                                --------------------------------------------
                       Properties.
                       ---------- 

          The Seller hereby represents and warrants to the Purchaser that, as of
the Closing Date:

                  (i) True Information.  The information set forth on the REO
                      ----------------                                       
          Property Schedule is true and correct in all material respects, except
          to the extent that any Mortgaged Properties have become REO Properties
          prior to the Closing Date and such REO Property does not appear on the
          REO Property Schedule (and the related Mortgage Loan appears on the
          Mortgage Loan Schedule).

                  (ii) Ownership and Title.  With respect to each REO Property,
                       -------------------                                     
          the Seller has good title thereto and is the sole owner thereof, free
          and clear of any other ownership interest or participation interest in
          favor of any other Person, subject only to Permitted Encumbrances.

                  (iii)  No Delinquencies.  There are no delinquent taxes,
                         ----------------                                 
          ground rents, water charges, sewer rents, assessments or other similar
          delinquent charges adversely affecting any REO Property that gives
          rise to a lien thereon.

                  (iv) Condemnation.  To the best of the Seller's knowledge,
                       ------------                                         
          there is no proceeding pending or threatened for the total or partial
          condemnation of any REO Property so as to adversely affect the value
          of the REO Property or the use for which the Premises were intended.

                  (v) Investors' Review File.  To the best of the Seller's
                      ----------------------                              
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related REO Property.  The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons.  The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File.  The Purchaser acknowledges that the
          Investors' Review File may not include all opinions of value in the
          Seller's possession, if any.

                                   ARTICLE IV

                        REPRESENTATIONS, WARRANTIES AND
                           COVENANTS OF THE PURCHASER

                  Section 4.01  Representations and Warranties of the Purchaser
                                -----------------------------------------------

          The Purchaser represents and warrants to the Seller that as of the
date hereof and as of the Closing Date:

                  (i) Due Organization.  The Purchaser has been duly organized
                      ----------------                                        
          and is validly existing and in good standing as a corporation under
          the laws of the State of Delaware.

                  (ii) Authorization; Binding Obligation.  The Purchaser has the
                       ---------------------------------                        
          corporate power and authority to execute, deliver and perform this
          Agreement and to enter into and consummate all the transactions
          contemplated by this Agreement.  The 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       21

          Purchaser has duly authorized the execution, delivery and performance
          of this Agreement and has duly executed and delivered this Agreement,
          and this Agreement, assuming due authorization, execution and delivery
          by the Seller, constitutes a legal, valid and binding obligation of
          the Purchaser, enforceable against it in accordance with its terms,
          subject to bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting creditors' rights generally and to
          general principles of equity (regardless of whether such enforcement
          is considered in a proceeding inequity or at law).

                  (iii)  No Conflict.  The consummation of the transactions
                         -----------                                       
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the
          Purchaser's charter or by-laws or any material agreement or instrument
          to which the Purchaser is now a party, or constitute a default or
          result in an acceleration under any of the foregoing, or result in
          violation of any law, rule, regulation, order, judgment or decree to
          which the Purchaser or its property is subject, which conflict,
          breach, default, acceleration or violation would have a material
          adverse effect on the ability of the Purchaser to perform its
          obligations under this Agreement.

                  (iv) No Litigation.  There is no action, suit proceeding or
                       -------------                                         
          investigation pending or, to the Purchaser's knowledge, threatened
          against the Purchaser, which, if determined adversely to the
          Purchaser, would prevent the consummation of the purchase of the
          Assets by the Purchaser as contemplated hereby.

                  (v) No Consent Required.  No consent, approval, authorization
                      -------------------                                      
          or order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Purchaser or for the
          performance by the Purchaser of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.  The Purchaser acknowledges and agrees that the Seller makes
          no representations or warranties, and there can be no assurances, as
          to whether or not the Post-Closing Consents will be obtained or as to
          the time and expense required to obtain such Post-Closing Consents.
          The Seller shall cooperate with the Purchaser and make every
          reasonable effort to obtain the Post-Closing Consents, provided,
                                                                 -------- 
          however, that the costs of obtaining the Post-Closing Consents and the
          -------                                                               
          risk of any failure to obtain the Post-Closing Consents shall be borne
          by the Purchaser.

                  (vi) Decision to Purchase.  The Purchaser is a sophisticated
                       --------------------                                   
          investor and its bid and decision to purchase the Assets are based
          upon its own independent expert evaluations of the Due Diligence
          Materials and other materials deemed relevant by the Purchaser and its
          agents.  The Purchaser has had an opportunity to examine the
          Properties and hereby accepts the physical condition and state of
          repair thereof.  The Purchaser hereby expressly acknowledges that it
          is fully aware of the physical condition and state of repair of the
          Properties and has inspected the Properties to the extent it has
          deemed necessary and agrees to purchase the Assets taking into account
          the related Properties in their "as is" condition "with all faults" as
          of the Closing Date (including, with respect to Condominium Units and
          REO Condominium Units, the "as is" condition "with all faults" of the
          related Condominium Project), except to the extent that the Seller has
          expressly made a representation or warranty in this Agreement.  The
          Purchaser is entering into this Agreement based solely upon such
          evaluations and inspections, and has not relied 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       22

          upon any oral or written information or any representations or
          warranties whatsoever from the Seller or any of its respective
          employees, affiliates, agents or representatives, other than the
          representations and warranties of the Seller expressly contained
          herein. WITHOUT LIMITATION OF THE FOREGOING, THE PURCHASER
          ACKNOWLEDGES THAT THE SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES
          EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT, AS TO THE MORTGAGORS,
          THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE VALUE,
          MARKETABILITY, CONDITION OR FUTURE PERFORMANCE THEREOF, THE EXISTENCE
          OF ANY LEASES OR THE STATUS OF ANY TENANCIES OR OCCUPANCIES WITH
          RESPECT THERETO, THE APPLICABILITY OF ANY RENT CONTROL OR RENT
          STABILIZATION LAWS, OR THE COMPLIANCE OR LACK OF COMPLIANCE THEREOF
          WITH ANY LAWS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL AND LAND USE
          OR OCCUPANCY LAWS) OR OTHERWISE, AND THAT NO EMPLOYEE OR
          REPRESENTATIVE OF THE SELLER HAS BEEN AUTHORIZED TO MAKE ANY
          STATEMENTS OR REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY
          CONTAINED IN THIS AGREEMENT.

                  (vii)  Due Diligence.  The Purchaser has been urged, invited
                         -------------                                        
          and directed to conduct such due diligence review and analysis of the
          Investors' Review Files and related information, together with such
          records as are generally available to the public from local, county,
          state and federal authorities, record-keeping offices and courts, as
          the Purchaser deemed necessary, proper or appropriate in order to make
          a complete informed decision with respect to the purchase and
          acquisition of the Assets.  The Purchaser acknowledges that it has had
          the opportunity to conduct legal, environmental, on-site and other
          appropriate due diligence as to each Asset.  The Purchaser
          acknowledges that certain of the Properties were in the geographical
          area affected by the Northridge Earthquake, and that certain
          Mortgagors have received loans to repair damage caused by the
          Northridge Earthquake, some of which loans are unsecured, or secured
          by liens subordinate to the related Mortgage, and that such unsecured
          or subordinate loans are not being transferred to the Purchaser.  The
          Purchaser represents that it has conducted its due diligence with full
          consideration of the foregoing.

                  (viii)  Economic Risk.  The Purchaser acknowledges that the
                          -------------                                      
          Assets may have limited or no liquidity and the Purchaser has the
          financial wherewithal to own the Assets for an indefinite period of
          time and to bear the economic risk of an outright purchase of the
          Mortgage Loans and a total loss of the Purchase Price for the Assets.

                  (ix) Nondisclosure.  The Purchaser is in full compliance with
                       -------------                                           
          its obligations under the terms of any confidentiality agreement
          executed by the Purchaser to review the information made available by
          Seller to all potential buyers of the Assets, and the Purchaser
          acknowledges that any such agreement is not superseded or abrogated by
          this Agreement, including without limitation as to (a) any liability
          incurred by the Purchaser for any non-compliance prior to the date of
          this Agreement or (b) any Assets reviewed by the Purchaser but not
          acquired by the Purchaser.

                  (x) Assistance of Third Parties.  The Purchaser hereby agrees
                      ---------------------------                              
          and acknowledges that the Seller shall have no responsibility or
          liability to the Purchaser 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       23

          arising out of or related to any third parties' failure to assist or
          cooperate with the Purchaser except with respect to the Seller's own
          employees. In addition, the Purchaser is not relying upon the
          continued actions or efforts of the Seller (except as specifically set
          forth herein) or any third party in connection with its decision to
          purchase the Assets. The risks attendant to the potential failure or
          refusal of third parties to assist or cooperate with the Purchaser
          and/or the Seller in the effective transfer and assignment of the
          Assets, and/or related Properties shall be borne by the Purchaser.

                  (xi) Enforcement/Legal Actions.  The Purchaser shall not
                       -------------------------                          
          institute any enforcement or legal action or proceeding in the name of
          the Seller.  The Purchaser shall not, except where circumstances
          reasonably require revealing the purchase of the Assets from the
          Seller, make reference to the Seller in any correspondence to or
          discussion with any particular Mortgagor regarding enforcement or
          collection of the Assets or sale, rental or other disposition of any
          of the Properties.  The Purchaser shall not misrepresent, mislead,
          deceive, or otherwise fail to adequately disclose to any particular
          obligor or guarantor the identity of the Purchaser, the owner of the
          Assets and possession of the Loan Documents.  Except as specified
          above, the Purchaser shall not use the Seller's name, or any name
          derived therefrom or confusingly similar therewith in connection with
          the Purchaser's enforcement, collection, or management of the Assets.
          The Purchaser agrees and acknowledges that there may be no adequate
          remedy at law for a violation of the terms of this subsection, and the
          Seller shall have the right to seek the entry of an order by a court
          of competent jurisdiction enjoining any violation hereof.

                  (xii)  Indemnification of Mortgage Trustee.  Purchaser shall
                         -----------------------------------                  
          indemnify, defend and hold Gateway Mortgage Company, a subsidiary of
          the Seller ("Gateway"), and its officers, directors, employees,
                       -------                                           
          agents, affiliates, successors and assigns (each a "Gateway
                                                              -------
          Representative") harmless from and against any and all Claims based
          --------------                                                     
          upon, arising from or relating to Gateway's or any Gateway
          Representative's acts or omissions as trustee of any Mortgage from the
          Closing Date until the date on which Gateway no longer serves as the
          trustee of such Mortgage; provided that such obligation to indemnify,
          defend and hold harmless shall apply only to Claims asserted against
          the Purchaser and Gateway or any Gateway Representative concurrently
          by the party making the Claim and shall not apply to the gross
          negligence or willful misconduct of Gateway or a Gateway
          Representative.  Gateway or the Gateway Representative shall promptly
          notify the Purchaser of any such Claim and the Purchaser shall have
          the right to assume the defense with respect thereto and control the
          defense thereof with counsel of the Purchaser's reasonable choice.  If
          the Purchaser elects not to assume such defense, Gateway or the
          Gateway Representative shall assume the defense of such Claim, and the
          Purchaser shall reimburse Gateway or the Gateway Representative for
          its reasonable out-of-pocket legal fees and expenses and costs of
          investigation with respect to such Claim as the same are incurred.  In
          no event shall Gateway or the Gateway Representative consent to the
          settlement of any Claim with a third party without the prior written
          consent of the Purchaser.  It is the intent of the Seller and the
          Purchaser that the obligations of the Purchaser under this subsection
          shall survive the Closing and the transfer of servicing of the
          Mortgage Loans, and that Gateway be a third party beneficiary to the
          provisions of this subsection.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       24

                                   ARTICLE V

                    SPECIAL REPRESENTATIONS, WARRANTIES AND
  COVENANTS CONCERNING STRUCTURAL DEFECTS AND ENVIRONMENTAL HAZARDS; REMEDIES

                  Section 5.01  Structural Defects.
                                ------------------ 

          The Seller represents and warrants to the Purchaser as of the Closing
Date that, subject to the limitations contained in the definitions applicable to
this Section, all of the Structural Defects, if any, in any Property which are
not disclosed in the Investors' Review File for the related Mortgage Loan or REO
Property, or otherwise disclosed in writing to the Purchaser on or before the
Bid Information Date, would not, in the aggregate for such Property, require for
their restoration or repair, an amount in excess of the Cure Threshold for such
Property.

                  Section 5.02  Environmental Hazards.
                                --------------------- 

          The Seller represents and warrants to the Purchaser as of the Closing
Date that, subject to the limitations contained in the definitions applicable to
this Section and in the following sentence, there is no Environmental Hazard in,
on or under any Property which would require for its remediation an amount in
excess of the Cure Threshold for such Property.  No representation or warranty
is made with respect to any Property on which the Premises consist of a single
family residence.

                  Section 5.03  Certificate of Structural Defect.
                                -------------------------------- 

          If the Purchaser believes that the Seller is in breach of the
representation and warranty given in Section 5.01 because there is an
undisclosed Structural Defect, the Purchaser shall deliver to the Seller a
notice and certificate of structural defect ("Notice of Defect").  A Notice of
                                              ----------------                
Defect shall (i) identify the Mortgaged Property or REO Property which the
Purchaser contends has a Structural Defect, (ii) describe the claimed Structural
Defect in detail, (iii) include a report from a licensed structural engineer
describing the claimed Structural Defect, (iv) include such licensed structural
engineer's (A)  estimate of the cost to cure such Structural Defect and the
repairs to be made, listing materials and component items (the "Cure Estimate"),
                                                                -------------   
or (B) statement that the Structural Defect cannot be cured, and (v) be
accompanied by reports, correspondence, photographs and any other materials used
by the Purchaser and such licensed structural engineer to determine that a
Structural Defect exists and to prepare the Cure Estimate. The Notice of Defect
shall be signed by an officer of the Purchaser.

                  Section 5.04  Certificate of Environmental Hazard.
                                ----------------------------------- 

          If the Purchaser believes that the Seller is in breach of the
representation and warranty given in Section 5.02, the Purchaser may deliver to
the Seller a notice and certificate of environmental hazard ("Notice of
                                                              ---------
Hazard").  A Notice of Hazard shall (i) identify the Mortgaged Property or REO
Property which the Purchaser contends has an Environmental Hazard, (ii) describe
the claimed Environmental Hazard in detail, (iii) include a report from a
Registered Professional Engineer or a Registered Engineering Geologist with
substantial expertise in environmental matters (an "Environmental Engineer")
                                                    ----------------------  
describing the claimed Environmental Hazard, (iv) include such Environmental
Engineer's (A) estimate of the cost to cure such Environmental Hazard and the
repairs to be made, listing materials and component items (the "Cure Estimate"),
                                                                -------------   
or (B) statement that the Environmental Hazard cannot be cured, and (v) be
accompanied by reports, correspondence, photographs and any other materials used
by the 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       25

Purchaser and such Environmental Engineer to determine that a Environmental
Hazard exists and to prepare the Cure Estimate. The Notice of Hazard shall be
signed by an officer of the Purchaser.

                  Section 5.05  Limitations.
                                ----------- 
          (a) The representations and warranties in Section 5.01 and Section
5.02 shall terminate and be of no further effect on the earlier of (i) the
sixtieth calendar day following the Closing Date, and (ii) the acquisition of
title to the related Mortgaged Property pursuant to foreclosure or other
proceedings or the acceptance of a deed in lieu of foreclosure by the Purchaser,
and no Notice of Defect or Notice of Hazard given by the Purchaser to the Seller
after the close of business on that date shall have any force or effect, unless
that time has been extended as provided in Section 5.05(b).

          (b) Only one Notice of Defect and one Notice of Hazard may be given
for any Mortgaged Property or REO Property.  If, after diligent and good faith
efforts (including without limitation, requesting the assistance of the Seller)
to gain access to a Mortgaged Property or an REO Property in order to obtain the
report or assessment described in Section 5.01 or 5.02, the Purchaser is unable
to gain such access prior to the forty-fifth calendar day following the Closing
Date, the date referred to in Section 5.05(a)(i) shall be extended for one day
for each day of delay in gaining such access up to a maximum of thirty (30)
additional days.

                  Section 5.06  Seller's Options.
                                ---------------- 

          Upon receipt of a Notice of Defect or Notice of Hazard, given on or
prior to the sixtieth calendar day following the Closing Date (or such extended
date as is provided for in Section 5.05(b)), the Seller shall have the following
options as to the Mortgage Loan or REO Property to which it relates, to be
exercised within sixty (60) days after the Notice of Defect or Notice of Hazard:

                  (i) The Seller may repurchase the related Asset under the
          terms of Article VI, without reference to the cure provisions of
          Article VI.

                  (ii) The Seller may give notice to the Purchaser that the
          Seller disputes the accuracy of the Cure Estimate.  If the Seller
          gives such notice, the Purchaser shall, within fifteen (15) days,
          obtain a second bid for the work from licensed contractors that are
          independent from those that prepared the Cure Estimate, and deliver
          such bid to the Seller.  The Seller shall, within such period, obtain
          a third bid for the work from licensed contractors and shall then
          reimburse the Purchaser, by depositing in an escrow account as
          described in subsection (iii) below, an amount equal to the average of
          the two lowest bids among the Cure Estimate, the second bid and the
          third bid, less (except in the case of a Lead Paint Hazard) the Cure
          Threshold amount.

                  (iii)  The Seller may give notice that if the Purchaser cures
          the claimed Structural Defect, or remediates the claimed Environmental
          Hazard, as the case may be, the Seller will reimburse the Purchaser
          for the Purchaser's actual costs above the Cure Threshold amount.  If
          the Seller gives such notice, the Seller will forthwith deposit into
          an escrow account, jointly controlled by the Purchaser and the Seller,
          the difference between the Cure Threshold amount and the Cure Estimate
          (or in the case of a Lead Paint Hazard, the full amount of the Cure
          Estimate).  Upon completion of the cure or remediation (performed as
          contemplated by the Cure Estimate), the Seller shall pay the Purchaser
          the 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       26

          difference between the Cure Threshold amount and the actual costs of
          cure or remediation (or , in the case of a Lead Paint Hazard, the
          actual costs of cure or remediation) by disbursement to the Purchaser
          of the amount held in escrow and further payment by the Seller to the
          extent the amount held in escrow is insufficient. Any balance of the
          escrow account after such payment to the Purchaser shall be returned
          to the Seller.

                  (iv) The Seller may give notice accompanied by written
          information showing the basis of its assertion that it asserts (A) the
          claimed Structural Defect was disclosed to the Purchaser on or prior
          to the Bid Date, or (B) the claimed condition in whole or part does
          not meet the definition of Structural Defect or of Environmental
          Hazard.  If the Seller gives such notice, all of the rights,
          obligations and time periods provided in this Article V shall be
          preserved and extended until all issues with respect to the disclosure
          or existence of the claimed Structural Defect or Environmental Hazard
          are resolved.

                  (v) If the Seller makes no election within the time provided,
          the Seller shall repurchase the related Asset under the terms and
          subject to the limitations of Article VI, without reference to the
          cure provisions of Article VI, no later than the 45th day following
          the Notice of Defect or the Notice of Hazard.

                  Section 5.07  Environmental Risks.
                                ------------------- 

          The Purchaser acknowledges and agrees that there may be certain
environmental issues and/or risks with respect to a Property (including the
Premises) which may or may not be visible or apparent and which may or may not
be above or below the surface thereof.  Any materials relating to environmental
conditions which may be in the Investors' Review File or is otherwise provided
or made available by the Seller, is provided with no representations whatsoever
as to the accuracy, completeness or timeliness of any information contained in
such report or materials, or the expertise with which they were prepared.  The
Purchaser acknowledges that the Seller has not prepared or warranted such
information, and that the Seller shall have no liability whatsoever in
connection with such report or materials.

                  Section 5.08  Purchaser's Release of Seller.
                                ----------------------------- 

          The Purchaser, for itself, its successors and its assigns, hereby
releases and discharges the Seller and its officers, directors, employees,
successors and assigns from and against any and all claims, demands,
liabilities, obligations, damages, actions, causes of action, judgments, liens,
bonding requirements, losses, expenses, fines, charges, penalties,
administrative and judicial proceedings and orders, and enforcement actions of
every kind, including attorneys' fees and court costs ("Claims"), known or
                                                        ------            
unknown, present or future, fixed or contingent, against the Seller at any time
by reason of or arising out of the violation of the Comprehensive Environment
Response, Compensation and Liability Act of 1980, as amended, or any other
federal, state or local environmental laws by any Person, or the presence of
hazardous materials on any Property.  Nothing in this Section 5.08 is intended
to alter any obligation of Seller under the warranty contained in Section 5.02.

          The Purchaser, for itself, its successors and its assigns, hereby
agrees, represents, and warrants that the matters released in this Section 5.08
are not limited to matters that are known or disclosed, and the Purchaser hereby
waives any and all rights and benefits that it now has, or in the future may
have, conferred upon it by virtue of the provisions of Section 1542 of the Civil
Code 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       27

of the State of California (or any other statute or common law principles
of similar effect), which provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR.

          In this connection, the Purchaser hereby agrees, represents, and
warrants that it realizes and acknowledges that factual matters now unknown to
it may have given or may hereafter give rise to Claims that are presently
unknown, unanticipated, and unsuspected, and it further agrees, represents, and
warrants that this release has been negotiated and agreed upon in light of that
realization and it nevertheless hereby intends to release, discharge, and acquit
the Seller and its officers, directors, employees, successors and assigns  from
any such unknown Claims described in the first paragraph of this Section 5.08.

                                  ARTICLE VI

                                   REMEDIES

                  Section 6.01  Breach of the Seller's Representations and
                                ------------------------------------------
                       Warranties; Non-delivery of Documents; Cure; Repurchase.
                       ------------------------------------------------------- 

          Upon discovery by the Purchaser of (i) a breach of any of the
representations and warranties contained in Article III with respect to an Asset
for which a good faith estimate of the cost to cure such breach exceeds the Cure
Threshold or (ii) the Seller's failure to deliver any document described in
Section 2.03(iv)-(ix) and Section 2.04(ii)-(vii), the Purchaser shall give the
Seller prompt written notice of such breach or non-delivery specifying in detail
such breach or non-delivery and, in the case of a breach, the basis for the
estimate of the cost to cure such breach.  Such notice shall be given, in the
case of any such breach, not later than one (1) day prior to the day on which
the Seller's obligation to repurchase such Asset terminates pursuant to Section
6.02 or, in the case of any such non-delivery of documents, not later than
twenty (20) Business Days after the termination of the Servicing Agreement or
any subsequent servicing agreement between the Seller and the Purchaser with
respect to the related Mortgage Loan or REO Property, if there is such a
servicing agreement, or twenty (20) Business Days after the Closing Date, if
there is no such servicing agreement.  The Seller shall have a period of sixty
(60) days from the date it receives such notice from the Purchaser to correct or
cure such breach or non-delivery.  With respect to any breach, if, at the
expiration of such sixty (60) day period, the Seller has not cured or corrected
such breach but has made reasonable progress toward effecting a cure or
correction and the Seller in good faith believes that such breach can be cured
or corrected within a reasonable period of time following the expiration of such
sixty (60) day period, then the Seller shall give notice thereof to the
Purchaser and shall have a reasonable additional period of time to cure or
correct such breach; provided, however, that in no event shall such additional
                     --------  -------                                        
period of time extend beyond ninety (90) days following the expiration of the
initial sixty (60) day period.  If the Seller does not cure such breach or non-
delivery within the time periods referred to in the prior two sentences of this
Section 6.01 or, if at any earlier time it becomes reasonably determinable by
the Seller that such breach or non-delivery cannot be cured or corrected and the
Seller so notifies the Purchaser, then upon notice by the Purchaser to the
Seller given not later than twenty (20) Business Days after the expiration of
the period or periods of time to cure or correct (or such earlier notice from
the Seller), the Seller shall repurchase from the Purchaser at the Repurchase
Price the Asset with respect to which such breach or non-delivery relates in
accordance with Section 6.03.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       28

          Failure by the Purchaser to give any of the notices specified above
within any of the periods specified above shall terminate the Seller's
obligations under this Section 6.01 with respect to the related Asset.
Furthermore, the foregoing shall not be interpreted to limit in any manner the
Seller's right to dispute the existence of any breach or non-delivery specified
by the Seller in any such notice.

          It is understood and agreed that the remedies contained in this
Section 6.01 shall be the sole and exclusive remedies of the Purchaser in
connection with any breach by the Seller of the representations and warranties
contained in Article III.

                  Section 6.02  Termination of the Seller's Obligation to
                                -----------------------------------------
                       Repurchase.
                       ---------- 

          The Seller's obligations to repurchase any Asset pursuant to Section
6.01, Article V and Section 2.06(d) shall terminate upon the earlier of (A) one
hundred eighty (180) days from the Closing Date (or the earlier date provided in
Section 2.06(d) or Article V), except to the extent any notice of breach, non-
delivery, Structural Defect, Environmental Hazard or other notice involving the
Seller's obligation to repurchase such Asset has previously been given by the
Purchaser to the Seller as required prior thereto, and (B) the first to occur of
the following events, whether or not notice of breach, non-delivery, Structural
Defect, Environmental Hazard or other notice involving the Seller's obligation
to repurchase such Asset has previously been given to the Seller:

                  (i) Any material alteration, modification or waiver of the
          terms of the related Mortgage Loan, Mortgage Note or Mortgage.
          Without limitation, it shall be deemed material to modify the Mortgage
          Loan by extending the maturity date for one year or more, reducing the
          interest rate by one percentage point or more, reducing the principal
          balance by ten percent or more, releasing any real property from the
          Mortgage, or any guaranty or surety, other than as required, and
          reducing the installment payment amounts such that the Mortgage Loan
          begins to negatively amortize.  Forbearance for four months or less
          shall not be deemed a material modification.

                  (ii) The payment in full by Mortgagor or any guarantor or
          surety, satisfaction, cancellation, release, discharge, subordination
          or rescission of the related Mortgage Loan, Mortgage Note or Mortgage.

                  (iii)  The transfer of title to the related REO Property or
          the transfer of the related Mortgage Loan, Mortgage Note or Mortgage,
          unless such transfer is to an affiliate of the Purchaser.

                  (iv) The condemnation of, or a casualty with respect to, the
          related Property or a material part thereof, except as provided in
          Section 6.05.

                  (v) The taking of any action or any inaction by the Purchaser
          that would subject the related Mortgage Loan to any valid right of
          rescission, set-off, abatement or diminution, or any valid
          counterclaim or defense that would prevent the Seller from foreclosing
          upon the Mortgaged Property.

                  (vi) The acquisition of title to the related Mortgaged
          Property pursuant to foreclosure or other proceedings or the
          acceptance of a deed in lieu of foreclosure by Purchaser.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       29

                  Section 6.03  Transfer of Mortgage Loan Asset and Mortgage
                                --------------------------------------------
                       Loan File Upon Repurchase.
                       ------------------------- 

          Any repurchase of a Mortgage Loan Asset shall be accomplished by
deposit in an account designated by the Purchaser of the amount of the
Repurchase Price.  Simultaneously therewith, the Purchaser shall (i) deliver to
the Seller all originals and copies of the related Loan Documents and any other
documents that were delivered to the Purchaser pursuant to this Agreement
regarding such Mortgage Loan, together with any subsequent documents or records
pertaining to such Mortgage Loan, as well as to the foreclosure or repossession
of the Mortgaged Property; (ii) transfer, convey or assign to the Seller the
Mortgage Loan Asset in the same manner as such Mortgage Loan Asset was
transferred and assigned from the Seller to the Purchaser by documentation in
the same form as that delivered from the Seller to the Purchaser and endorsed,
where applicable as follows: "Pay to the order of Fidelity Federal Bank, F.S.B.
without recourse" or such other documentation which may be necessary to effect
the transfer from the Purchaser to the Seller; and (iii) assign and deliver all
escrow accounts and amounts that represent collected and undisbursed impound or
escrow funds received by the Purchaser on or after the Closing Date, if any,
less any amounts representing negative escrow balances, if any, funded by the
Purchaser on or after the Closing Date together with evidence thereof acceptable
to the Seller; and (iv) deliver a certificate to the Seller certifying that,
assuming the accuracy of the Seller's representation in Section 3.02(ii), the
Purchaser has good title to, and is the sole owner of, such Mortgage Loan Asset,
free and clear of any other ownership interest or participation interest in
favor of any other Person and free and clear of any lien, charge or encumbrance.
All amounts paid over to the Seller hereunder shall be without payment of
interest thereon.

                  Section 6.04  Transfer of REO Asset Upon Repurchase.
                                ------------------------------------- 

          Any repurchase of an REO Asset shall be accomplished by deposit in an
account designated by the Purchaser of the amount of the Repurchase Price.
Simultaneously therewith, the Purchaser shall:  (i) convey any such REO Asset to
the Seller by means of a quitclaim deed (or its equivalent under the law of the
state where the related REO Property is located) delivered to the Seller; (ii)
execute and deliver all other documents necessary to reconvey to the Seller all
right, title and interest in and to such REO Asset, including, without
limitation, assignment and assumption agreements with respect to any leases and
keys; (iii) deliver to the Seller all originals and copies of the documents that
were delivered to the Purchaser pursuant to this Agreement regarding such REO
Property, together with any subsequent documents or records pertaining to such
REO Property as well as to any eviction proceedings related thereto; and (iv)
deliver a certificate to the Seller certifying that, assuming the accuracy of
the Seller's representation in Section 3.03(ii), with respect to each REO Asset
being reconveyed, the Purchaser has good title thereto and is the sole owner
thereof, free and clear of any other ownership interest or participation
interest in favor of any other Person, subject only to Permitted Encumbrances.
All amounts paid over to the Seller hereunder shall be without payment of
interest thereof.  The Seller shall promptly after the repurchase of any REO
Asset record the related deed and shall pay, as and when due, any transfer
taxes, deed stamps, recording fees and other similar charges required to be paid
in connection with any repurchase of REO Assets.

                  Section 6.05  Risk of Loss.
                                ------------ 

          The risk of loss to a Property to be repurchased under Article VI
remains with the Purchaser until the repurchase is consummated, provided,
                                                                -------- 
however, that if after the Seller has received written notice that the Purchaser
- - -------                                                                         
will require the Seller to repurchase a specific Asset the related Property
suffers an Insured Loss, the Seller shall repurchase such Asset and the
Purchaser shall assign to the Seller the proceeds of the insurance covering the
Insured Loss.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       30

                  Section 6.06  Breach of the Purchaser's Representations and
                                ---------------------------------------------
                       Warranties.
                       ---------- 

          The remedies of the Seller for any breach by the Purchaser of its
representations and warranties contained in Article IV shall be those provided
by applicable law.

                  Section 6.07  Distribution of Deposit and Remedies if No
                                ------------------------------------------
                       Closing.
                       ------- 

          In the event that the purchase and sale transaction of the Assets
contemplated in this Agreement does not close by the Closing Date and such
failure to close results from a breach of this Agreement by the Purchaser or the
Purchaser's failure to satisfy a condition precedent to the Closing, the Deposit
shall be irrevocably forfeited as liquidated damages.

          THE PURCHASER AND THE SELLER AGREE THAT, IN THE EVENT OF SUCH FAILURE,
          THE SELLER'S ACTUAL DAMAGES MIGHT BE DIFFICULT TO ASCERTAIN BECAUSE OF
          UNCERTAINTIES IN THE MARKET FOR THE ASSETS AND POTENTIAL FLUCTUATIONS
          OVER TIME OF THE VALUE OF THE SAME, AND THAT THE DEPOSIT CONSTITUTES A
          GOOD FAITH REASONABLE ESTIMATE OF THE ACTUAL DAMAGES TO BE INCURRED BY
          THE SELLER AND THEREFORE THAT THE AMOUNT OF THE DEPOSIT IS REASONABLE
          AS LIQUIDATED DAMAGES FOR THE BENEFIT OF THE SELLER AND THE PURCHASER
          IN SUCH EVENT.

          /s/                                      /s/ 
          ---------------------------              -----------------------------
          Initials of the Purchaser                Initials of the Seller

          If such failure to close does not result from a breach of this
Agreement by the Purchaser or the Purchaser's failure to satisfy a condition
precedent to the Closing, then the Seller shall pay to the Purchaser the full
amount of the Deposit by wire transfer in immediately available funds to the
account specified by the Purchaser within three (3) days of the date specified
in this Section 6.07 or such earlier date by which the parties have mutually
determined that the Closing shall not occur.

          Notwithstanding the foregoing, in the event that the Deposit is not
received by the Deposit Escrow Agent as provided in Section 2.01, all of the
rights and remedies of the Seller shall be expressly preserved and shall remain
unimpaired and unaffected.

          The Seller and the Purchaser will select a mutually acceptable Closing
Date if the Closing does not occur by July 29, 1994, which date shall be as
close to July 29, 1994, as reasonably possible.  However, if the Closing Date is
postponed beyond September 30, 1994 for any reason, the Seller and the Purchaser
shall negotiate a mutually acceptable adjustment to the Purchase Price
          .

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       31

                                  ARTICLE VII

                              CONDITIONS PRECEDENT

                  Section 7.01  Conditions Precedent To Be Performed by the
                                -------------------------------------------
                       Seller.
                       ------ 

          As a condition to the obligations of the Purchaser to purchase the
Assets, the Seller shall deliver or cause to be delivered to the Purchaser on or
before the Closing Date the following documents:

                  (i) an officer's certificate of the Seller, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Seller authorizing its sale of the Assets and the
          other transactions contemplated hereby and the execution and delivery
          of all documents described herein, (b) the authority of the officer(s)
          signing on behalf of the Seller, and (c) the continued accuracy in all
          material respects of the representations and warranties contained in
          this Agreement as if such representations and warranties were made by
          the Seller on the Closing Date; and

                  (ii) an opinion of counsel (which may be internal counsel) to
          the Seller, dated as of the Closing Date, to the effect that: (a) the
          Seller is a federal savings bank, duly chartered, validly existing and
          in good standing under the federal laws of the United States; (b) this
          Agreement has been duly authorized, executed and delivered on the part
          of the Seller and, assuming due authorization, execution and delivery
          by the Purchaser, constitutes a legal, valid and binding obligation of
          the Seller enforceable against it in accordance with its terms,
          subject to applicable bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally (including laws and regulations affecting the rights of
          creditors of federal savings banks) and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding in equity or at law), subject to customary assumptions and
          qualifications; (c) the consummation of the transactions contemplated
          by this Agreement will not conflict with or result in a breach of any
          of the terms, conditions or provisions of the Seller's charter or by-
          laws or any material agreement or instrument to which the Seller is
          now a party and known to such counsel, or constitute a default or
          result in an acceleration under any of the foregoing, or result in the
          violation of any law, rule, regulation, order, judgment or decree to
          which the Seller or its property is subject and known to such counsel,
          which conflict, breach, default, acceleration or violation would have
          a material adverse effect on the ability of the Seller to perform its
          obligations under this Agreement; (d) except as described on a
          schedule to the Agreement, there is no action, suit, proceeding or
          investigation pending or threatened against the Seller or relating to
          any Asset and known to such counsel, which, if determined adversely to
          the Seller, would prevent the consummation of the sale of the Assets
          to the Purchaser as contemplated hereby; and (e) no consent, approval,
          authorization or order of any court or governmental agency is required
          for the execution and delivery of this Agreement by the Seller or for
          the performance by the Seller of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       32

                  Section 7.02  Conditions Precedent To Be Performed by the
                                -------------------------------------------
                       Purchaser.
                       --------- 

          As a condition to the obligations of the Seller to sell the Assets,
the Purchaser shall deliver or cause to be delivered to the Seller on or before
the Closing Date the following documents:

                  (i) an officer's certificate of the Purchaser, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Purchaser authorizing its purchase of the Assets and
          the other transactions contemplated hereby and the execution and
          delivery of all documents described herein, (b) the authority of the
          officer(s) signing on behalf of the Purchaser, and (c) the continued
          accuracy in all material respects of the representations and
          warranties contained in this Agreement as if such representations and
          warranties were made by the Purchaser on the Closing Date; and

                  (ii) an opinion of counsel (which may be internal counsel) to
          the Purchaser, dated as of the Closing Date, to the effect that: (a)
          the Purchaser is a corporation, duly organized, validly existing and
          in good standing under the laws of the State of Delaware; (b) this
          Agreement has been duly authorized, executed and delivered on the part
          of the Purchaser and, assuming due authorization, execution and
          delivery by the Seller, constitutes a legal, valid and binding
          obligation of the Purchaser enforceable against it in accordance with
          its terms, subject to applicable bankruptcy, insolvency,
          reorganization, moratorium and other similar laws affecting creditors'
          rights generally and to general principles of equity (regardless of
          whether such enforcement is considered in a proceeding in equity or at
          law), subject to customary assumptions and qualifications; (c) the
          consummation of the transaction contemplated by this Agreement will
          not conflict with or result in a breach of any of the terms,
          conditions or provisions of the Purchaser's charter or by-laws or any
          material agreement or instrument to which the Purchaser is now a party
          and known to such counsel, or constitute a default or result in an
          acceleration under any of the foregoing, or result in the violation of
          any law, rule, regulation, order, judgment or decree to which the
          Purchaser or its property is subject and known to such counsel, which
          conflict, breach, default, acceleration or violation would have a
          material adverse effect on the ability of the Purchaser to perform its
          obligations under this Agreement; (d) there is no action, suit,
          proceeding or investigation pending or threatened against the
          Purchaser and known to such counsel, which, if determined adversely to
          the Purchaser, would prevent the consummation of the purchase of the
          Assets by the Purchaser as contemplated hereby; and (e) no consent,
          approval, authorization or order of any court or governmental agency
          is required for the execution and delivery of this Agreement by the
          Purchaser or for the performance by the Purchaser of its obligations
          hereunder or, if required, such consent, approval, authorization or
          order will have been obtained prior to the Closing Date except for the
          Post-Closing Consents.

                  Section 7.03  Additional Condition Precedent.

          The obligations of the Seller and the Purchaser under this Agreement
shall be subject to and conditioned upon the consummation of the issuance and
sale of the Class A Common Stock, par value $.01 per share, and the Class C
Common Stock, par value $.01 per share, pursuant to the Offering Circular filed
with the Office of Thrift Supervision prior to the date hereof on substantially
the terms described therein.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       33

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

                  Section 8.01  Governing Law; Jurisdiction; Consent to Service
                                -----------------------------------------------
                       of Process.
                       ---------- 

          This Agreement shall be governed by and construed in accordance with
the internal laws of the State of California, United States of America.  Each of
the parties hereto hereby irrevocably (i) submits to the non-exclusive
jurisdiction of the courts of the State of California and the federal courts of
the United States of America for the Central District of California for the
purpose of any action or proceeding relating to this Agreement; (ii) waives, to
the fullest extent permitted by law, the defense of an inconvenient forum in any
action or proceeding in any such court; (iii) agrees that a final judgment in
any action or proceeding in any such court shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; and (iv) consents to service of process upon it by mailing a
copy thereof by certified mail addressed to it and its counsel as provided for
notices hereunder.

                  Section 8.02  Hart-Scott-Rodino.
                                ----------------- 

          The Purchaser and the Seller agree to cooperate in connection with the
preparation, signing and filing of any documents which counsel to the Purchaser
or the Seller advises are necessary under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, and each acknowledge and agree that the
Closing Date shall be postponed, to the extent necessary, to comply with the
requirements of such Act, if applicable to the transactions contemplated herein.

                  Section 8.03  Confidentiality.
                                --------------- 

          Neither party to this Agreement (or employee or agent under its
control) shall without the prior written consent of the other disclose to any
third party any information regarding this Agreement or the transactions
contemplated herein, except to the extent that such disclosure is (i) required
to effect the transactions contemplated herein, (ii) made to an affiliate of the
Purchaser, (iii) required by law or regulation, (iv) necessary to permit the
audit of the accounts of a party hereto, (v) made to notify a third party of the
ownership of the Asset by the Purchaser, without disclosing other terms of this
Agreement, or (vi) made in order to initiate, defend or otherwise pursue legal
proceedings between the parties regarding this Agreement or the transactions
contemplated hereby.  The Purchaser shall preserve the confidentiality of any
confidential information relating to the Mortgagors.  This Agreement shall not,
and no memorandum or other document relating to this Agreement shall, be
recorded without the prior written consent of the Seller.

                  Section 8.04  Broker's Fees.
                                ------------- 

          In the event that any REO Property is subject to a listing agreement
between the Seller and a broker, the Seller shall be solely responsible for the
payment of any fee, commission or other compensation payable pursuant to any
such listing agreements based upon a sale of such REO Property to the Purchaser.

                  Section 8.05  Notices.
                                ------- 

          Any notices or other communications permitted or required hereunder
shall be in writing and shall be personally delivered or mailed by certified
mail, postage prepaid, and return 

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       34

receipt requested or transmitted by telex, telegraph or facsimile and confirmed
by a similar mailed writing, to the following addresses, or such other address
as may hereafter be furnished in writing:

               (i)  in the case of the Seller,
                    Fidelity Federal Bank, F.S.B.
                    4565 Colorado Boulevard
                    Los Angeles, California 90039
                    Attention: James F. Barnett
                               Senior Vice President,
                               Credit Administration

                    Facsimile: (818) 549-3002

                    with a copy to:
                    Fidelity Federal Bank, F.S.B.
                    Legal Department
                    600 N. Brand Boulevard
                    Glendale, California  91209
                    Attention:  Frederick I. Fox, Esq.

                    Facsimile: (818) 549-3773

               (ii) in the case of the Purchaser,

                    EMC Mortgage Corporation
                    222 West Las Colinas Boulevard
                    Irving, Texas  75039
                    Attention:  Edward Raice and Ralene Ruyle

                    Facsimile: (214) 444-2880

                    with a copy to:

                    Stroock & Stroock & Lavan
                    7 Hanover Square
                    New York, New York 10005
                    Attention:  Starr Tomczak

                    Facsimile: (212) 806-6006

Notices shall be effective on receipt.

                  Section 8.06  Severability of Provisions.
                                -------------------------- 

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, the
invalidity of any such covenant, agreement, provision or term of this Agreement
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       35

                  Section 8.07  Schedules and Exhibits.
                                ---------------------- 
          The schedules and exhibits to this Agreement are hereby incorporated
and made a part hereof and are an integral part of this Agreement.

                  Section 8.08  Waivers and Amendments.
                                ---------------------- 

          This Agreement may be amended, supplemented, canceled or extended, and
the terms hereof may be waived, only by a written instrument signed by
authorized representatives of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance.  No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any such
right, power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

                  Section 8.09  No Third Party Rights.
                                --------------------- 

          This Agreement is intended to be solely for the benefit of the parties
hereto and is not intended to confer any benefits upon, or create any rights in
favor of, any person or entity other than the parties hereto.

                  Section 8.10  Successors and Assigns.
                                ---------------------- 

          This Agreement shall be binding upon and inure to the benefit of the
Purchaser and the Seller and their respective successors and assigns; provided,
                                                                      -------- 
however, that (i) notwithstanding any assignment by the Purchaser or the Seller,
- - -------                                                                         
such party shall remain liable for its obligations hereunder, (ii) only the
Purchaser or its affiliates shall be entitled to exercise any remedies against
the Seller granted to the Purchaser in Articles V and VI of this Agreement, and
(iii) the Purchaser shall not assign its rights under this Agreement prior to
the Closing Date without the prior written consent of the Seller, in its sole
discretion.

                  Section 8.11  Captions.
                                -------- 

          All section titles or captions contained in this Agreement or in the
schedules and exhibits annexed hereto or referred to herein, and the table of
contents to this Agreement, are for convenience only, shall not be deemed a part
of this Agreement and shall not affect the meaning or interpretation of this
Agreement.

                  Section 8.12  Counterparts.
                                ------------ 

          This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

                  Section 8.13  Entire Agreement.
                                ---------------- 

          This Agreement (including the schedules and exhibits annexed hereto or
referred to herein and the agreements executed and delivered pursuant to the
terms hereof), the Confidentiality Agreement executed and delivered by the
Purchaser in connection with the transactions contemplated by this Agreement,
the Deposit Escrow Agreement, and the Servicing Agreement contain the entire
agreement between the parties with respect to the transactions contemplated
hereby and supersede all prior agreements, written or oral, with respect
thereto.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       36

                  Section 8.14  No Merger.
                                --------- 

          Unless otherwise expressly provided herein, the representations,
warranties, covenants and agreements shall survive the Closing, the sale of
Assets contemplated hereby and the delivery of any deeds or other documents in
connection herewith.

                  Section 8.15  Indemnification

          Within nine (9) months of the Closing, if any Mortgagor initiates an
action against the Purchaser and the Seller challenging the calculation of
interest rate adjustments made prior to the end of the servicing period under
the Servicing Agreement, the Seller shall indemnify and defend the Purchaser
against all liability, reasonable costs and attorneys fees incurred in defending
such action.  Notwithstanding the foregoing, if the action involves a joinder of
claims involving the Purchaser and the Seller, and if the Purchaser demonstrates
to the reasonable satisfaction of the Seller that the Purchaser has continued to
service the Mortgage Loans in the same manner as the Seller, then the Seller
will also defend the Purchaser, but shall not indemnify the Purchaser, with
respect to claims challenging the calculation of interest rate adjustments made
after the end of the servicing period under the Servicing Agreement, in any such
action initiated by a Mortgagor against the Purchaser and the Seller during the
9-month period.  The Seller shall have the right to select the defense counsel
so as to permit the joint representation of both the Seller and the Purchaser,
provided that the Purchaser shall have the right to approve such selection, such
selection not to be unreasonably withheld or delayed.  The Purchaser
acknowledges that Gibson, Dunn & Crutcher is approved for this purpose.  The
Purchaser shall have the right to consult with counsel regarding the litigation,
and shall have the right to approve any settlement of the litigation, such
consent not to be unreasonably withheld or delayed.  The provisions of this
indemnification provision are not intended to alter any existing obligations
either party may have to the Mortgagors or their successors or assigns.

          IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       37

                              FIDELITY FEDERAL BANK, F.S.B.

                              By:/s/ Godfrey B. Evans
                                 -------------------------
                                 Name:  Godfrey B. Evans
                                 Title: Executive Vice President &
                                        General Consul

                              EMC MORTGAGE CORPORATION

                              By:/s/ Jonathan Ilany
                                 -------------------------
                                 Name:  Jonathan Ilany
                                 Title: Senior Executive Vice President

                              By:
                                 -------------------------
                                 Name:
                                 Title:

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                       38

                                Schedule 1.01-A
                                ---------------

                            Allocated Price Schedule

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                               SCHEDULE 1.01 - A                     12-Jul-1994
                                                                          Page 1

LOAN              PRINCIPAL                  DOLLAR
NUMBER            BALANCE          PRICE     PRICE
                                    
000000000022210      51,380.00     00.9900      50,866.29
000000000026670     233,202.00     00.7699     179,549.57
000000000839035      30,239.00     00.9405      28,441.02
000000000898928      47,431.00     00.9524      45,172.73
000000000909439      70,229.00     00.9190      64,543.09
000000000983161     130,874.00     00.9586     125,454.56
000000000987828      39,490.00     00.4775      18,855.62
000000000992271      31,063.00     00.8827      27,419.25
000000001100495      38,411.00     00.4582      17,600.73
000000001106233      22,047.00     00.8540      18,828.81
000000001106257      35,609.00     00.5294      18,849.69
000000001106295      21,485.00     00.8763      18,827.31
000000001106370      17,817.00     00.9900      17,638.92
000000001106462     138,414.00     00.9128     126,343.20
000000001111129      37,871.00     00.8897      33,692.83
000000001111280     100,012.00     00.9894      98,956.72
000000001118922      81,908.00     00.9868      80,825.56
000000001121614     124,827.00     00.7315      91,316.59
000000002012270      93,182.00     00.9886      92,116.47
000000002019424      10,008.00     00.8011       8,017.07
000000002022601   1,483,224.00     00.6915   1,025,630.37
000000002038050      44,500.00     00.8036      35,760.85
000000002054595      48,438.00     00.8966      43,430.32
000000002058566      91,390.00     00.9883      90,321.79
000000002058610     124,012.00     00.8415     104,353.71
000000002074612      80,050.00     00.9780      78,292.36
000000002085391     100,178.00     00.9789      98,061.08
000000002091686      77,644.00     00.9736      75,592.38
000000002092344      71,808.00     00.9481      68,082.24
000000002120058     611,378.00     00.9909     605,831.92
000000002129000      70,897.00     00.9888      70,102.90
000000002133863      66,008.00     00.7820      51,620.90
000000002143204     189,445.00     00.6994     132,504.98
000000002163505      53,883.00     00.9900      53,344.26
000000002187761      73,799.00     00.9761      72,032.83
000000002190880     217,839.00     00.8053     175,418.56
000000002227829     122,402.00     00.9117     111,588.14
000000002240167     309,572.00     00.9632     298,181.78
000000002259772     365,077.00     00.8829     322,325.94
000000002259789     158,192.00     00.9663     152,857.89
000000002262686     171,738.00     00.8610     147,863.28
000000002265388     113,123.00     00.9908     112,087.38
000000002269267      87,763.00     00.9078      79,668.30
000000002269779     363,786.00     00.7899     287,349.76
000000002273433     481,827.00     00.9190     442,798.28
000000002275385     200,011.00     00.9554     191,085.28
000000002283997     273,275.00     00.9900     270,542.34
000000002285689     160,150.00     00.9111     145,908.49
000000002286644     227,748.00     00.6212     141,478.82
000000002290759     293,434.00     00.5947     174,502.98
000000002293697     148,337.00     00.7059     104,707.32
000000002297279      41,345.00     00.5528      22,857.49
000000002297460      39,875.00     00.4392      17,512.03

 
                               SCHEDULE 1.01 - A                     12-JUL-1994
                                                                          Page 2

LOAN                PRINCIPAL                  DOLLAR
NUMBER              BALANCE        PRICE       PRICE
                                      
000000002299121     165,634.00     00.9900     163,977.75
000000002306579     121,931.00     00.9759     118,994.28
000000002307077      41,782.00     00.5053      21,110.47
000000002310561     200,368.00     00.8699     174,297.03
000000002310578     199,990.00     00.9555     191,085.09
000000002314648     174,776.00     00.9883     172,731.78
000000002318466     116,048.00     00.7456      86,526.99
000000002321219     151,467.00     00.5059      76,633.59
000000002321226      95,893.00     00.8649      82,940.81
000000002324904     173,093.00     00.8070     139,692.40
000000002327903     295,887.00     00.6733     199,228.55
000000002327958     294,542.00     00.6900     203,236.30
000000002332431     317,925.00     00.9520     302,667.42
000000002333182     237,439.00     00.7376     175,140.65
000000002333205     206,837.00     00.6310     130,508.50
000000002336471     225,400.00     00.5286     119,135.76
000000002341374     138,945.00     00.9075     126,096.11
000000002342902     153,973.00     00.6172      95,027.83
000000002343288     178,541.00     00.9827     175,461.02
000000002343462      97,869.00     00.6064      59,346.25
000000002344816     131,709.00     00.8317     109,548.80
000000002348795     196,023.00     00.6049     118,564.75
000000002351494      38,928.00     00.8905      34,666.85
000000002360450      72,535.00     00.9049      65,635.70
000000002364506     257,975.00     00.8897     229,527.54
000000002367420     302,480.00     00.4901     148,250.07
000000002367758     306,099.00     00.5602     171,465.15
000000002371368     286,810.00     00.6667     191,215.53
000000002371382     391,210.00     00.6119     239,388.85
000000002372897     193,349.00     00.9779     189,069.45
000000002373104     314,912.00     00.4936     155,431.93
000000002374244     160,466.00     00.9844     157,960.93
000000002375537     186,635.00     00.6808     127,068.94
000000002376288     118,642.00     00.4896      58,091.97
000000002376431     377,071.00     00.4969     187,367.91
000000002376585     333,562.00     00.5888     196,396.83
000000002377359     649,305.00     00.7996     519,212.66
000000002377366     649,442.00     00.7996     519,322.46
000000002379201     287,473.00     00.8339     239,725.82
000000002380096     360,752.00     00.3974     143,348.03
000000002380584     129,435.00     00.9235     119,531.67
000000002380690     123,641.00     00.9203     113,780.83
000000002381839     273,959.00     00.5373     147,198.29
000000002381846     296,710.00     00.6041     179,253.72
000000002381914     172,215.00     00.5392      92,858.53
000000002382658     276,902.00     00.6471     179,196.35
000000002383576     220,704.00     00.5124     113,097.30
000000002383804     104,902.00     00.5244      55,011.68
000000002384548      41,314.00     00.5532      22,855.97
000000002384555      43,737.00     00.4883      21,358.62
000000002384562      36,863.00     00.6361      23,448.67
000000002384814     173,259.00     00.6247     108,242.41
000000002385084     221,679.00     00.8025     177,889.16

 
                              SCHEDULE 1.01 - A                      12-Jul-1994
                                                                          Page 3

LOAN                PRINCIPAL                  DOLLAR
NUMBER              BALANCE        PRICE       PRICE
                                      
000000002388267     285,352.00     00.6365     181,619.73
000000002388656     324,758.00     00.5970     193,876.83
000000002388991     181,567.00     00.8981     163,058.36
000000002389307     135,979.00     00.6633      90,199.78
000000002389383     167,003.00     00.5590      93,351.80
000000002391270     178,323.00     00.3128      55,786.73
000000002391294     178,323.00     00.3128      55,786.73
000000002391317     182,904.00     00.3667      67,072.76
000000002391461     121,165.00     00.9011     109,176.02
000000002391478     265,164.00     00.5768     152,934.53
000000002391485     158,385.00     00.8048     127,466.67
000000002391515     118,789.00     00.8871     105,372.19
000000002391522     134,813.00     00.9126     123,024.88
000000002391539     172,436.00     00.9145     157,694.47
000000002391546     110,866.00     00.8132      90,159.37
000000002391553     123,541.00     00.9452     116,776.36
000000002391560     106,910.00     00.9902     105,865.07
000000002391577     182,143.00     00.7877     143,470.88
000000002393429     267,502.00     00.5951     159,188.90
000000002394224     371,230.00     00.7383     274,061.75
000000002394361     283,300.00     00.5606     158,830.87
000000002395333     103,168.00     00.7537      77,759.49
000000002395456     305,838.00     00.4630     141,590.46
000000002395463     349,742.00     00.5700     199,336.76
000000002395487     196,214.00     00.7697     151,017.52
000000002395494     184,203.00     00.7740     142,565.14
000000002395616     219,943.00     00.4576     100,650.30
000000002395623     219,943.00     00.4576     100,650.30
000000002396374     402,755.00     00.7235     291,396.21
000000002396381     347,467.00     00.6283     218,324.35
000000002396978     223,942.00     00.6723     150,560.19
000000002397674     730,971.00     00.6420     469,247.64
000000002397971     284,295.00     00.4081     116,009.53
000000002397988     276,398.00     00.4144     114,550.18
000000002397995     276,398.00     00.4144     114,550.18
000000002399960     315,269.00     00.6955     219,262.31
000000002400273     374,717.00     00.2598      97,345.27
000000002400914     221,119.00     00.9538     210,914.16
000000002402132     153,579.00     00.3502      53,775.98
000000002402149     153,939.00     00.4200      64,649.80
000000002403944     180,473.00     00.6536     117,961.02
000000002404251     137,797.00     00.5910      81,431.56
000000002404350     181,626.00     00.3693      67,067.91
000000002404367     181,625.00     00.3693      67,067.54
000000002404411      84,662.00     00.8677      73,458.12
000000002404558     210,707.00     00.5273     111,101.53
000000002405186     269,020.00     00.9416     253,314.52
000000002406332     113,579.00     00.8212      93,269.71
000000002406783     128,100.00     00.8179     104,771.83
000000002407465     393,799.00     00.5164     203,373.28
000000002407519     332,670.00     00.6664     221,683.60
000000002408512     138,604.00     00.5947      82,428.35
000000002410744     169,882.00     00.7184     122,044.09

 
                               SCHEDULE 1.01 - A                     12-Jul-1994
                                                                          Page 4

LOAN                PRINCIPAL                  DOLLAR
NUMBER              BALANCE        PRICE       PRICE
                                      
000000002411211     350,202.00     00.5835     204,328.25
000000002411358     296,590.00     00.5773     171,232.13
000000002412108      87,582.00     00.9846      86,236.57
000000002412405     215,892.00     00.5591     120,708.91
000000002412412     203,675.00     00.4925     100,306.32
000000002412429     205,100.00     00.4876     100,011.55
000000002412436     173,385.00     00.5904     102,374.90
000000002412443     236,654.00     00.4210      99,632.97
000000002412467     247,158.00     00.5145     127,168.57
000000002412696     296,377.00     00.4907     145,442.04
000000002414135     183,608.00     00.5744     105,470.95
000000002414173     251,213.00     00.6018     151,180.51
000000002414289     211,974.00     00.7923     167,949.95
000000002414395     334,911.00     00.6667     223,285.54
000000002415244     355,936.00     00.4251     151,313.28
000000002415299     570,989.00     00.4371     249,573.07
000000002415329     382,193.00     00.4797     183,355.70
000000002417189     127,398.00     00.6200      78,991.74
000000002417196     122,218.00     00.6462      78,981.93
000000002417202     122,218.00     00.6462      78,981.93
000000002417219     127,217.00     00.6208      78,979.58
000000002417226     127,217.00     00.6208      78,979.58
000000002417493     156,561.00     00.6537     102,344.15
000000002418144     126,182.00     00.4357      54,983.54
000000002418182     167,803.00     00.6617     111,038.13
000000002418311     376,467.00     00.7398     278,509.68
000000002418946     123,839.00     00.8195     101,482.00
000000002419659     121,174.00     00.9116     110,456.54
000000002420246     124,034.00     00.4433      54,982.10
000000002420307     151,138.00     00.5757      87,013.95
000000002422112     144,408.00     00.6746      97,410.92
000000002422549     159,312.00     00.7917     126,132.78
000000002422860     154,720.00     00.9371     144,989.63
000000002422891     420,587.00     00.4551     191,423.55
000000002423528     338,504.00     00.5790     196,007.13
000000002423535     333,243.00     00.4900     163,283.44
000000002425456     191,538.00     00.6743     129,155.46
000000002426138     194,653.00     00.5497     107,002.30
000000002426374     214,963.00     00.9159     196,883.10
000000002426404     210,273.00     00.4893     102,879.84
000000002431550     168,645.00     00.7961     134,250.36
000000002435156     759,548.00     00.9004     683,907.00
000000002437022     138,275.00     00.7953     109,967.80
000000002437039     121,412.00     00.9916     120,388.82
000000002437237     179,922.00     00.7729     139,061.89
000000002437824     344,063.00     00.6373     219,270.27
000000002439462     192,457.00     00.9097     175,085.31
000000002443225     228,665.00     00.8206     187,649.12
000000002444181     254,191.00     00.4037     102,606.30
000000002444518     161,894.00     00.3400      55,036.68
000000002444938     187,587.00     00.5188      97,315.39
000000002446392     206,363.00     00.6954     143,496.44
000000002448107     155,524.00     00.7979     124,084.83

 
                               SCHEDULE 1.01 - A                     12-Jul-1994
                                                                          Page 5

LOAN                PRINCIPAL                  DOLLAR
NUMBER              BALANCE        PRICE       PRICE
                                      
000000002450049     219,139.00     00.7323     160,475.45
000000002450223     223,085.00     00.7021     156,627.34
000000002450377     202,148.00     00.3586      72,497.86
000000002454348     181,899.00     00.7822     142,276.63
000000002455280     189,228.00     00.8427     159,468.19
000000002460664     218,354.00     00.7843     171,250.69
000000002479804     193,523.00     00.6922     133,951.16
000000002488631     200,083.00     00.5011     100,256.79

 
                                Schedule 1.01-B
                                ---------------

                             Mortgage Loan Schedule

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

 
MORTGAGE LOAN SCHEDULE       Figures as of 5/31/94          Report Date: 7/11/94

Telstar Residential 1-4 Units

 
                                                                                                                      Escrow  Escrow
  Cat. Loan #  REO  Name            Address             City        St  Zip   Units  PType   FFB Gross   Due Dt   Pos   Bal     Adv
  ---- ------  ---  ----            -------             ----        --  ---   -----  -----   ---------   ------   --- ------  ------
                                                                                    
 1 T1  0022210 597              14035 ANDERSON ST DO  PARAMOUNT     CA  90723     1    RS       51,380             1
 2 T1  0026670 599  TELL        19092 COLCHESTER LN   HUNTINGTON BE CA  92646     1    RS      233,202
 3 T1  0839035      MLYOUNG     111 OVAL RD           IRVINE        CA  92714     1    RC       30,239   08/01/93  1      0      639
 4 T2  0898928      JCVANIS     20219 GAULT ST        CANOGA PARK   CA  91306     1    RS       47,431   11/01/93  1      0    1,122
 5 T2  0909439      RWTHOMPSON  1206N HOLLYDALE DR    FULLERTON     CA  92631     1    RS       70,229   11/01/93  1      0    4,583
 6 T2  0983161      OGBERGE     4173 ANDROS CIR       HUNTINGTON BC CA  92649     1    AP      130,874   12/01/93  1      0    4,415
 7 T1  0987828 416              510 VILLA COURT #202  PALM SPRINGS  CA  92262     1    RC       39,490
 8 T2  0992271      M ISLAM     2825 LOS FELICES RD   PALM SPRINGS  CA  92262     1    RC       31,063    05/01/94 1      2        0
 9 T2  1100495      J VALBUENA  2875 LOS FELICES RD   PALM SPRINGS  CA  92262     1    RC       38,411    12/01/93 1      0        0
10 T1  1106233 888  WCTIMESHAR  420 VILLA CT #211     PALM SPRINGS  CA  92262     1    RC       22,047             1
11 T1  1106257 971  WCRESORTPR  420 VILLA CT #213     PALM SPRINGS  CA  92262     1    RC       35,609             1
12 T1  1106295 899              420 VILLA COURT       PALM SPRINGS  CA      0     1    RC       21,485
13 T1  1106370 887  HFCORP      420 VILLA CT #115     PALM SPRINGS  CA  92262     1    RC       17,817             1
14 T1  1106462      J HOWARD    43 TENNIS CLUB DR     RANCHO MIRAGE CA  92270     1    RC      138,414    05/01/94 1      3        0
15 T1  1111129      JCFISHER    4918S CIMARRON ST     LOS ANGELES   CA  90062     1    RS       37,871    07/01/94 1    224        0
16 T2  1111280      GFLEGGETT   20224 SHERMAN WAY S   CANOGA PK     CA  91306     1    RC      100,012    12/01/93 1      0        0
17 T1  1118922      J LGREGG    4144 PINEWOOD LK DR   BAKERSFIELD   CA  93309     1    AP       81,908    09/01/93 1      0        0
18 T2  1121614      MGCURRIE    8828 PERSHING DR      PLAYA DEL REY CA  90293     1    RC      124,827    12/01/93 1      0    1,412
19 T2  2012270      MJGORDON    10215 VARIEL AVE #25  CHATSWORTH    CA  91311     1    RC       93,182    11/01/93 1      0        0
20 T2  2013190      HENHESTER   16945 HILL ST         LA PUENTE     CA  91744     1    AP       84,995    10/01/93 1      0      768
21 T1  2019424      DTHILE      420 VILLA CT #110     PALMS SPRINGS CA  92262     1    RC       10,008    07/01/94 1      0        0
22 T1  2022601      EMFPROP     10629 WOODBRIDGE ST   TOLUCA LAKE   CA  91602    20    RC    1,483,224    07/01/93 1      0      136
23 T1  2038050 876  JPEREZ      4465W ROSE HILL DR    LOS ANGELES   CA  90032     1    RS       44,500             1
24 T2  2054595      HAROBERTS   13613 GAIN ST         PACOIMA       CA  91331     1    RS       48,438    06/01/94 1    159        0
25 T1  2058566      J DAVIS     1230N SWEETZER AVE    LOS ANGELES   CA  90069     1    RC       91,390    07/01/93 1      0        0
26 T1  2058610      JKJHEE      10229 VARIEL AVE #26  CHATSWORTH    CA  91311     1    RC      124,012    02/01/93 1      0    1,134
27 T2  2074612      RLHAASE     26301 THUNDERBIRD D   LAKE ARROWHEA CA  92352     1    RS       80,050    11/01/93 1      0      672
28 T1  2085391      MGSPRATT    2443 COLLEGE ST       SIMI VALLEY   CA  93065     1    RS      100,178    11/01/93 1      0    1,060
29 T1  2091686      CBRAY       9600S LA SALLE AVE    LOS ANGELES   CA  90047     1    RS       77,644    03/01/94 1      0      966
30 T1  2092344      L HAYES     4133W 59TH PL         LOS ANGELES   CA  90043     1    RS       71,808    06/01/93 1      0    2,625
31 T1  2120058      GASTEMPLE   1531 STONE CANYON R   LOS ANGELES   CA  90077     1    RS      611,378    01/01/93 1      0    5,282
32 T1  2129000 767              1517E GARFIELD AVE #1 GLENDALE      CA  91205     1    RC       70,897
33 T2  2133863      SAMENNUTI   26701 QUAIL CREEK #91 LAGUNA HILLS  CA  92656     1    RC       66,008    12/01/93 1      0    2,773
34 T1  2143204      JLLEWIS     4711 4713 4TH AVE     LOS ANGELES   CA  90043     2    RS      189,445    01/01/93 1      0    8,931
35 T1  2163505 692              8975 ALCOSTA BOULEVA  SAN RAMON     CA  94583     1    RC       53,883
36 T1  2187761      JDOHANNESI  1517E GARFIELD AVE    GLENDALE      CA  91205     1    RC       73,799    04/01/94 1     63        0
37 T1  2190880 952  CDMACHIN    10 WALES ST           THOUSAND OAKS CA  91360     1    RS      217,839
38 T1  2227829      GCPHELPS    18934 LOS ALIMOS ST   NORTHRIDGE    CA  91326     1    RS      122,402    06/01/94 1      0        0
39 T2  2240167      PJNOONE     18851E CANYON CIR     VILLA PARK    CA  92667     1    RS      309,572    12/01/93 1      0   10,646
40 T1  2259772      IRLIU       12943 PIERCE RD       SARATOGA      CA  95070     1    RS      355,077    06/01/93 1      0        0
41 T1  2259769      PFMAYNARD   5364 ELROSE AVE       SAN JOSE      CA  95124     1    RS      158,192    06/01/93 1      0    4,361
42 T1  2262688      E KOWALIK   11811 BALBOA BLVD     GRANADA HILLS CA  91344     1    RS      171,738    07/01/93 1      0    2,423
43 T1  2265388      CKYUMIBA    12453 BRADDOCK DR     LOS ANGELES   CA  90066     1    RS      113,123    02/01/94 1      0        0
44 T1  2269267      J ARDELAN   827 EVERGREEN LN      PORT HUENEME  CA  93041     1    RS       87,763    08/01/94 1      0        0
45 T1  2269779 739              14237 BURBANK BOULEV  VAN NUYS      CA  91401     4    RS      363,766
46 T1  2273433      MJGREENBER  357 PAATRICIAN WAY    PASADENA      CA  91105     1    RS      481,827    06/01/94 1      0        0
47 T1  2275385 922  W TRUST     3142E GARNET LN A B   FULLERTON     CA  92631     4    RS      200,011             1
48 T1  2283997 884  JIWOOD      621 AVE A             REDONDO BEACH CA  90277     1    RS      273,275             1

                                                                                      Current   Mthly  Orig-
                                                                                      Intrst    P&I    inal                ARM/
  Cat. Loan #  REO Name            Address            City        ST  Zip   Suspense    Pt      Pymt   Ln Amt   Mat Dt    Fixed %FFB
  ---- ------  --- ----            -------            ----        --  ---   --------  -------   -----  ------   ------    ----- ----
                                                                                      
 1 T1  0022210 597            14035 ANDERSON ST DO  PARAMOUNT     CA  90723                                                     100%
 2 T1  0026670 599 TELL       19092 COLCHESTER LN   HUNTINGTON BE CA  92646                                                     100%
 3 T1  0839035     MLYOUNG    111 OVAL RD           IRVINE        CA  92714      70   9.00%     322    40,000  05/01/2007 Fixed 100%
 4 T2  0898928     JCVANIS    20219 GAULT ST        CANOGA PARK   CA  91306       0   9.75%     607    70,600  09/01/2008 Fixed 100%
 5 T2  0909439     RWTHOMPSON 1206N HOLLYDALE DR    FULLERTON     CA  92631       0   6.88%     626    87,600  10/01/2008  ARM  100%
 6 T2  0983161     OGBERGE    4173 ANDROS CIR       HUNTINGTON BC CA  92649       0  12.00%   1,337   130,000  08/01/2010 Fixed 100%
 7 T1  0987828 416            510 VILLA COURT #202  PALM SPRINGS  CA  92262                                                     100%
 8 T2  0992271     M ISLAM    2825 LOS FELICES RD   PALM SPRINGS  CA  92262       0  13.25%     404    35,900  01/01/2011 Fixed 100%
 9 T2  1100495     J VALBUENA 2875 LOS FELICES RD   PALM SPRINGS  CA  92262       0  13.00%     467    42,200  02/02/2011 Fixed 100%
10 T1  1106233 888 WCTIMESHAR 420 VILLA CT #211     PALM SPRINGS  CA  92262                                                     100%
11 T1  1106257 971 WCRESORTPR 420 VILLA CT #213     PALM SPRINGS  CA  92262                                                     100%
12 T1  1106295 899            420 VILLA COURT       PALM SPRINGS  CA      0                                                     100%
13 T1  1106370 887 HFCORP     420 VILLA CT #115     PALM SPRINGS  CA  92262                                                     100%
14 T1  1106462     J HOWARD   43 TENNIS CLUB DR     RANCHO MIRAGE CA  92270       0  14.75%   1,867   150,000  03/01/2011 Fixed 100%
15 T1  1111129     JCFISHER   4918S CIMARRON ST     LOS ANGELES   CA  90062       0   8.13%     344    44,000  06/01/2011  ARM  100%
16 T2  1111280     GFLEGGETT  20224 SHERMAN WAY S   CANOGA PK     CA  91306       0   7.75%     869   115,000  06/01/2011  ARM  100%
17 T1  1118922     JLGREGG    4144 PINEWOOD LK DR   BAKERSFIELD   CA  93309       0   9.11%     845    91,800    10/01/96  ARM  100%
18 T2  1121614     MGCURRIE   8828 PERSHING DR      PLAYA DEL REY CA  90293       0   8.00%   1,094   142,200  10/01/2011  ARM  100%
19 T2  2012270     MJGORDON   10215 VARIEL AVE #25  CHATSWORTH    CA  91311   3,708  10.15%     922   103,770  11/01/2012  ARM  100%
20 T2  2013190     HENHESTER  16945 HILL ST         LA PUENTE     CA  91744  90,529  12.75%     956    88,200  12/01/2012 Fixed 100%
21 T1  2019424     DTHILE     420 VILLA CT #110     PALMS SPRINGS CA  92262       0   6.32%      76    42,750  04/01/2013  ARM  100%
22 T1  2022601     EMFPROP    10629 WOODBRIDGE ST   TOLUCA LAKE   CA  91602  11,559  12.00%  11,512 3,800,000    10/01/93 Fixed 100%
23 T1  2038050 876 J PEREZ    4465W ROSE HILL DR    LOS ANGELES   CA  90032                                                     100%
24 T2  2054595     HAROBERTS  13613 GAIN ST         PACOIMA       CA  91331       0   5.75%     353    55,000  11/01/2013  ARM  100%
25 T1  2058566     J DAVIS    1230N SWEETZER AVE    LOS ANGELES   CA  90069       0   5.75%     706   100,800  11/01/2013  ARM  100%
26 T1  2058610     JKJHEE     10229 VARIEL AVE #26  CHATSWORTH    CA  91311       0  11.13%   1,279   121,000  10/01/2013 Fixed 100%
27 T2  2074612     RLHAASE    26301 THUNDERBIRD D   LAKE ARROWHEA CA  92352       0   6.25%     621    88,600  01/01/2014  ARM  100%
28 T1  2085391     MGSPRATT   2443 COLLEGE ST       SIMI VALLEY   CA  93065     681   6.67%     791   108,000  03/01/2014  ARM  100%
29 T1  2091686     CBRAY      9600S LA SALLE AVE    LOS ANGELES   CA  90047     439   6.48%     603    92,150  04/01/2014  ARM  100%
30 T1  2092344     L HAYES    4133W 59TH PL         LOS ANGELES   CA  90043     486   6.48%     544    76,950  04/01/2014  ARM  100%
31 T1  2120058     GASTEMPLE  1531 STONE CANYON R   LOS ANGELES   CA  90077   3,000   7.75%   4,946   650,000  10/01/2014  ARM  100%
32 T1  2129000 767            1517E GARFIELD AVE #1 GLENDALE      CA  91205                                                     100%
33 T2  2133863     SAMENNUTI  26701 QUAIL CREEK #91 LAGUNA HILLS  CA  92656       0   5.96%     466    71,600  05/01/2015  ARM  100%
34 T1  2143204     JLLEWIS    4711 4713 4TH AVE     LOS ANGELES   CA  90043   7,007   6.32%   1,502   200,000  08/01/2015  ARM  100%
35 T1  2163505 692            8975 ALCOSTA BOULEVA  SAN RAMON     CA  94583                                                     100%
36 T1  2187761     JDOHANNESI 1517E GARFIELD AVE    GLENDALE      CA  91205       0   9.30%     654    79,200  08/01/2016 Fixed 100%
37 T1  2190880 952 CDMACHIN   10 WALES ST           THOUSAND OAKS CA  91360                                                     100%
38 T1  2227829     GCPHELPS   18934 LOS ALIMOS ST   NORTHRIDGE    CA  91326       0   5.71%     837   125,000  07/01/2017  ARM  100%
39 T2  2240167     PJNOONE    18851E CANYON CIR     VILLA PARK    CA  92667   6,300   5.88%   2,090   330,000  07/01/2017  ARM  100%
40 T1  2259772     IRLIU      12943 PIERCE RD       SARATOGA      CA  95070       0   5.71%   2,461   384,000  11/01/2017  ARM  100%
41 T1  2259769     PFMAYNARD  5364 ELROSE AVE       SAN JOSE      CA  95124  16,759   5.71%   1,132   164,000  11/01/2017  ARM  100%
42 T1  2262688     E KOWALIK  11811 BALBOA BLVD     GRANADA HILLS CA  91344       0   5.96%   1,151   180,000  12/01/2017  ARM  100%
43 T1  2265388     CKYUMIBA   12453 BRADDOCK DR     LOS ANGELES   CA  90066       0   6.21%     758   120,000  12/01/2017  ARM  100%
44 T1  2269267     J ARDELAN  827 EVERGREEN LN      PORT HUENEME  CA  93041       0   6.07%     584    95,000  02/01/2018  ARM  100%
45 T1  2269779 739            14237 BURBANK BOULEV  VAN NUYS      CA  91401                                                     100%
46 T1  2273433     MJGREENBER 357 PAATRICIAN WAY    PASADENA      CA  91105       0   5.96%   3,197   500,000  02/01/2018  ARM  100%
47 T1  2275385 922 W TRUST    3142E GARNET LN A B   FULLERTON     CA  92631                                                     100%
48 T1  2283997 884 JIWOOD     621 AVE A             REDONDO BEACH CA  90277                                                     100%

 
MORTGAGE LOAN SCHEDULE      Figures as of 5/31/94          Report Date:   /  /  

Telstar Residential 1-4 Units

                   
                                                                                            FFB                      Escrow Escrow
   Cat.   Loan# REO  Name         Address                City        ST   Zip  Units PType  Gross      Due Dt.  Pos  Bal    Adv
   ---    ----- ---  ----         -------                ----        --   ---  ----- -----  -----     --------  ---  ------ ------
                                                                                   
49  T1  2285689     GJHOCKER   4743W EL SEGUNDO BL   HAWTHORNE       CA  90250   4     RS   160,150   05/01/94   1     0      458
50  T2  2286644     BLHOUGH    2593E WARD TERR       ANAHEIM         CA  92806   4     RS   227,748   10/01/93   1     0        0
51  T1  2290759 993 J OCONNOR  15453E HWY B          EL CAJON        CA  92021   1     RS   293,434              1     
52  T1  2293697     RL HOWARD  1562 ALTADENA AVE     SAN DIEGO       CA  92102   4     RS   148,337   09/01/93   1     0      162
53  T2  2297279     IEBRADLEY  2801 LOS FELICES CIR  PALM  SPRINGS   CA  92262   1     RC    41,345   06/01/94   1     0        0
54  T1  2297460     AALOPEZ    510 VILLA CT #100     PALM SPRINGS    CA  92262   1     RC    39,875   03/01/94   1     0       93
55  T1  2299121     MF JOHANEK 1115 PEARL ST #3      LA JOLLA        CA  92037   1     RC   165,634   04/01/93   1     0    3,211
56  T1  2306579     A OLMOS    1991 HASTINGS CT      SANTA CLARA     CA  95051   1     RS   121,931   10/01/93   1     0    1,919
57  T2  2307077     KGYOOSEFIA 2801E LOS FELICES CIR PALM SPRINGS    CA  92262   1     RC    41,782   11/01/93   1     0    1,748
58  T2  2310561     DGBOYNTON  3101 GARNET LN        FULLERTON       CA  92631   4     RS   200,368   10/01/93   1     0        0
59  T2  2310578     DGBOYNTON  3107 GARNET LN        FULLERTON       CA  92631   4     RS   199,990   10/01/93   1     0        0
60  T1  2314648     C SMEDMAN  21 MT ALPINE PL       CLAYTON         CA  94517   1     RS   174,776   09/01/93   1     0    1,105
61  T1  2318466     RL HOWARD  5120 GROVELAND DR     SAN DIEGO       CA  92114   4     RS   116,046   10/01/93   1     0       47
62  T2  2321219     AMAYESH    2417 2419 2421 ELM A  LONG BEACH      CA  90805   3     RS   151,467   12/01/93   1     0    2,685
63  T1  2321226 846 DBPAINTER  9218 1/2 PALM ST      BELLFLOWER      CA  90706   1     RC    95,893              1     
64  T1  2324904 828 G CHAPMAN  1439 RANDALL ST       GLENDALE        CA  91201   1     RS   173,093              1     
65  T1  2327903 979 L TUYEDA   7571 WARNER AVE       HUNTINGTON BE   CA  92647   3     RS   295,887              1     
66  T1  2327958 968 L TUYEDA   7561 WARNER AVE       HUNTINGTON BE   CA  92647   3     RS   294,542              1     
67  T1  2332431  14 AETAYLOR   6262 PACEMONT DR      HUNTINGTON BE   CA  92648   1     RS   317,925              1     
68  T1  2331282 883 R GRIGORIA 329N CHEVY CHASE DR   GLENDALE        CA  91206   3     RS   237,439              1     
69  T1  2333205     OJMORRIS   911 ALTA VISTA DR     ALTADENA        CA  91001   1     RS   206,837   03/01/93   1     0    3,896
70  T1  2336471 919 PFVISION   410W PLEASANT VLY R   OXNARD          CA  93033   4     RS   225,400              1     
71  T2  2341374     KRHAZARD   2141 TEVIS AVE        LONG BEACH      CA  90815   1     RS   136,945   06/01/94   1     0      737
72  T1  2342902 956 ETWILLEY   7155 APPERSON ST      TUJUNGA         CA  91042   3     RS   153,973              1     
73  T1  2343288     L NOTARIO  2558 VERBENA DR       LOS ANGELES     CA  90068   1     RS   178,541   02/01/93   1     0    2,143
74  T1  2343462 868 R GRIGORIA 1155N BRAND BLVD      GLENDALE        CA  91202   1     RC    97,869              1     
75  T2  2344816     K HAZARD   5118 DOWNEY AVE       LAKEWOOD        CA  90712   1     RS   131,709   12/01/93   1     0    3,440
76  T2  2348795     RABRUNS    81 AND 85 LEWIS ST    SAN BUENAVENT   CA  93001   1     RS   196,023   12/01/93   1     0    4,634
77  T1  2351494     WEST COA   456 W BRADSHAW LN#1   PALM SPRINGS    CA  92262   1     RC    38,928   07/01/94   1     0        0
78  T2  2360450     DBELWOOD   2146 A GALVESTON AV   SAN JOSE        CA  95122   1     RC    72,535   06/01/94   1     0        0
79  T1  2364506 997 SRLEGARE   1430 MARINE AVE       MANHATTAN BE    CA  90266   1     RS   257,975              1     
80  T2  2367420     RABRUNS    54E RAMONA ST         VENTURA         CA  93001   3     RS   302,480   12/01/93   1     0    7,961
81  T1  2367758 916 SFDESILVA  18828 TULSA ST        NORTHRIDGE      CA  91326   1     RS   306,099              1     
82  T1  2371368 835 JDTSTE     9036 9042 RAMSGATE    LOS ANGELES     CA  90045   4     RS   286,810              1     
83  T1  2371382 840 J DHARMASU 13011 FLORWOOD AVE    HAWTHORNE       CA  90250   4     RS   391,210              1     
84  T1  2372897     BMMCGARY   2409 ORANGE AVE       COSTA MESA      CA  92627   1     RS   193,349   10/01/93   1     0       25
85  T2  2373104     RABRUNS    628 RIVERSIDE ST      SAN BUENVENT    CA  93001   3     RS   314,912   12/01/93   1     0    8,086
86  T1  2374244     FWELLIS    1604 ALMOND BLOSSO    SAN JOSE        CA  95124   1     RS   160,466   03/01/93   1     0      674
87  T1  2375537 634            22027 STRATHERN STRE  CANOGA PARK     CA  91304   1     RC   186,535                    
88  T2  2376288     B OUADDI   392  MIRALESTE DR     SAN PEDRO       CA  90732   1     RC   118,642   11/01/93   1     0    4,630
89  T1  2376431 691            1509 PALOS VERDES ST  SAN PEDRO       CA  90731   3     RS   377,071                    
90  T2  2376585     MARJORIE   597 VICTORIA ST       COSTA MESA      CA  92627   4     RS   333,562   12/01/93   1     0        0
91  T1  2377359     J ILLOULIA 214 1/2 S HAMILTON    BEVERLY HILLS   CA  90211   2     RS   649,305   06/01/94   1     0        0
92  T1  2377366     J ILLOULIA 216S HAMILTON DR      BEVERLY HILLS   CA  90211   3     RS   649,442   06/01/94   1     0        0
93  T1  2379201     BJCORDES   3571 MOUNTAIN VIEW A  LOS ANGELES     CA  90066   1     RS   287,473   07/01/93   1     0   10,303
94  T1  2380096 694            1115 TERMINO AVENUE   LONG BEACH      CA  90804   4     RS   360,752              
95  T1  2380584 948 CPYANEZ    521E JOCELYN DR       LA HABRA        CA  90631   1     RS   129,435              1
96  T1  2380690 992 CPYANEZ    1004E 3RD AVE         LA HABRA        CA  90631   1     RS   123,641              1

                                                                                      Current Monthly 
                                                                               Sus-   Intrst  P&I     Original Maturity   ARM/
   Cat.   Loan# REO  Name         Address                City        ST   Zip  pense  Rt      Pymt    Ln Amnt  Dt         Fixed %FFB
   ---    ----- ---  ----         -------                ----        --   ---  ------ ------- ------- -------- ---------- ----- ----
                                                                                       
49  T1  2285689     GJHOCKER   4743W EL SEGUNDO BL   HAWTHORNE       CA  90250      0   6.06%   1,117  163,500 06/01/2018   ARM 100%
50  T2  2286644     BLHOUGH    2593E WARD TERR       ANAHEIM         CA  92806      0   6.06%   1,577  240,000 05/01/2018   ARM 100%
51  T1  2290759 993 J OCONNOR  15453E HWY B          EL CAJON        CA  92021                                                  100%
52  T1  2293697     RL HOWARD  1562 ALTADENA AVE     SAN DIEGO       CA  92102    510   6.06%   1,025  150,000 05/01/2018   ARM 100%
53  T2  2297279     IEBRADLEY  2801 LOS FELICES CIR  PALM  SPRINGS   CA  92262      0   7.00%     296   43,650 06/01/2018   ARM 100%
54  T1  2297460     AALOPEZ    510 VILLA CT #100     PALM SPRINGS    CA  92262    446  10.50%     379   41,563 06/01/2018 Fixed 100%
55  T1  2299121     MF JOHANEK 1115 PEARL ST #3      LA JOLLA        CA  92037      0   6.17%   1,158  172,000 08/01/2018   ARM 100%
56  T1  2306579     A OLMOS    1991 HASTINGS CT      SANTA CLARA     CA  95051     53   5.97%     811  127,500 08/01/2018   ARM 100%
57  T2  2307077     KGYOOSEFIA 2801E LOS FELICES CIR PALM SPRINGS    CA  92262      0  10.00%     381   43,544 07/01/2018 Fixed 100%
58  T2  2310561     DGBOYNTON  3101 GARNET LN        FULLERTON       CA  92631      0   6.06%   1,357  202,000 06/01/2018   ARM 100%
59  T2  2310578     DGBOYNTON  3107 GARNET LN        FULLERTON       CA  92631      0   6.06%   1,355  202,000 08/01/2018   ARM 100%
60  T1  2314648     C SMEDMAN  21 MT ALPINE PL       CLAYTON         CA  94517    210   6.32%   1,199  181,800 08/01/2018   ARM 100%
61  T1  2318466     RL HOWARD  5120 GROVELAND DR     SAN DIEGO       CA  92114     27   5.96%     773  117,600 09/01/2018   ARM 100%
62  T2  2321219     AMAYESH    2417 2419 2421 ELM A  LONG BEACH      CA  90805      0   6.17%   1,021  158,500 09/01/2018   ARM 100%
63  T1  2321226 846 DBPAINTER  9218 1/2 PALM ST      BELLFLOWER      CA  90706                                                  100%
64  T1  2324904 828 G CHAPMAN  1439 RANDALL ST       GLENDALE        CA  91201                                                  100%
65  T1  2327903 979 L TUYEDA   7571 WARNER AVE       HUNTINGTON BE   CA  92647                                                  100%
66  T1  2327958 968 L TUYEDA   7561 WARNER AVE       HUNTINGTON BE   CA  92647                                                  100%
67  T1  2332431  14 AETAYLOR   6262 PACEMONT DR      HUNTINGTON BE   CA  92648                                                  100%
68  T1  2331282 883 R GRIGORIA 329N CHEVY CHASE DR   GLENDALE        CA  91206                                                  100%
69  T1  2333205     OJMORRIS   911 ALTA VISTA DR     ALTADENA        CA  91001      0   5.86%   1,476  206,250 11/01/2018   ARM 100%
70  T1  2336471 919 PFVISION   410W PLEASANT VLY R   OXNARD          CA  93033                                                  100%
71  T2  2341374     KRHAZARD   2141 TEVIS AVE        LONG BEACH      CA  90815      0   6.06%     921  144,000 01/01/2019   ARM 100%
72  T1  2342902 956 ETWILLEY   7155 APPERSON ST      TUJUNGA         CA  91042                                                  100%
73  T1  2343288     L NOTARIO  2558 VERBENA DR       LOS ANGELES     CA  90068 27,962   6.17%   1,350  183,750 02/01/2019   ARM 100%
74  T1  2343462 868 R GRIGORIA 1155N BRAND BLVD      GLENDALE        CA  91202                                                  100%
75  T2  2344816     K HAZARD   5118 DOWNEY AVE       LAKEWOOD        CA  90712      0   6.06%     925  135,000 02/01/2019   ARM 100%
76  T2  2348795     RABRUNS    81 AND 85 LEWIS ST    SAN BUENAVENT   CA  93001      0   6.06%   1,352  202,500 04/01/2019   ARM 100%
77  T1  2351494     WEST COA   456 W BRADSHAW LN#1   PALM SPRINGS    CA  92262      0   6.06%     256   40,875 02/01/2019   ARM 100%
78  T2  2360450     DBELWOOD   2146 A GALVESTON AV   SAN JOSE        CA  95122      0   5.96%     474   75,000 04/01/2019   ARM 100%
79  T1  2364506 997 SRLEGARE   1430 MARINE AVE       MANHATTAN BE    CA  90266                                                  100%
80  T2  2367420     RABRUNS    54E RAMONA ST         VENTURA         CA  93001      0   5.46%   2,117  315,000 07/01/2019   ARM 100%
81  T1  2367758 916 SFDESILVA  18828 TULSA ST        NORTHRIDGE      CA  91326                                                  100%
82  T1  2371368 835 JDTSTE     9036 9042 RAMSGATE    LOS ANGELES     CA  90045                                                  100%
83  T1  2371382 840 J DHARMASU 13011 FLORWOOD AVE    HAWTHORNE       CA  90250                                                  100%
84  T1  2372897     BMMCGARY   2409 ORANGE AVE       COSTA MESA      CA  92627  1,360   6.21%   1,454  200,000 10/01/2019   ARM 100%
85  T2  2373104     RABRUNS    628 RIVERSIDE ST      SAN BUENVENT    CA  93001      0   6.21%   2,120  320,000 09/01/2019   ARM 100%
86  T1  2374244     FWELLIS    1604 ALMOND BLOSSO    SAN JOSE        CA  95124  1,851   6.32%   1,209  164,500 09/01/2019   ARM 100%
87  T1  2375537 634            22027 STRATHERN STRE  CANOGA PARK     CA  91304                                                  100%
88  T2  2376288     B OUADDI   392  MIRALESTE DR     SAN PEDRO       CA  90732      0   6.21%     793  120,800 10/01/2019   ARM 100%
89  T1  2376431 691            1509 PALOS VERDES ST  SAN PEDRO       CA  90731                                                  100%
90  T2  2376585     MARJORIE   597 VICTORIA ST       COSTA MESA      CA  92627      0   6.21%   2,413  341,250 12/01/2019   ARM 100%
91  T1  2377359     J ILLOULIA 214 1/2 S HAMILTON    BEVERLY HILLS   CA  90211      0   6.21%   4,380  665,200 10/01/2019   ARM 100%
92  T1  2377366     J ILLOULIA 216S HAMILTON DR      BEVERLY HILLS   CA  90211  1,772   6.21%   4,380  665,200 10/01/2019   ARM 100%
93  T1  2379201     BJCORDES   3571 MOUNTAIN VIEW A  LOS ANGELES     CA  90066  5,000   6.06%   2,075  288,400 11/01/2019   ARM 100%
94  T1  2380096 694            1115 TERMINO AVENUE   LONG BEACH      CA  90804                                                  100%
95  T1  2380584 948 CPYANEZ    521E JOCELYN DR       LA HABRA        CA  90631                                                  100%
96  T1  2380690 992 CPYANEZ    1004E 3RD AVE         LA HABRA        CA  90631                                                  100%

 
MORTGAGE LOAN SCHEDULE       Figures as of 5/31/94         Report Date:   /  /

Telstar Residential 1-4 Units

                                                                       
                                                                                                               Es- 
                                                                                          FFB                  crow  Escrow
   Cat. Loan #  REO  Name            Address            City         ST  Zip  Units PType Gross    Due Dt  Pos Bal   Adv    Suspense
   ---- ------  ---  ----            -------            ----         --  ---  ----- ----- -------  ------  --- ----  ------ --------
                                                                               
 97 T1  2381839 838  D TRUST     9614 9616 AVIATION B LOS ANGELES    CA  90045  2    RS   273,949           1                
 98 T2  2381846 837  JD TRUST    219E IVY AVE         INGLEWOOD      CA  90302  4    RS   296,710           1                
 99 T2  2381914      A ABRAHAM   650W MYRTLE ST       GLENDALE       CA  91203  1    RS   172,215 11/01/93  1   0     5,001       0
100 T2  2382658      RHODES F    230E CLIFTON AVE     ANAHEIM        CA  92805  4    RS   276,902 11/01/93  1   0         0       0
101 T1  2383576 689              4805 SERRANIA AVENUE WOODLAND HILL  CA  91364  1    RS   220,704                            
102 T1  2383804      AMARGUELLO  7432 HAZELTINE AVE   VAN NUYS       CA  91405  1    RC   104,902 03/01/92  1   0     3,947     291
103 T1  2384548 615              2801 LOS FELICES#113 PALM SPRINGS   CA  92262  1    RC    41,314                            
104 T2  2384555      TLJUAREZ    701N LOS FELICES CIR PALM SPRINGS   CA  92262  1    RC    43,737 11/01/93  1   0         0       0
105 T1  2384562 833  ALDANDERSO  2822 AUBURN COURT    PALM SPRINGS   CA  92262  1    RC    36,863           1                
106 T2  2384814      J DHARMASU  5315W 96TH ST        WESTCHESTER    CA  90045  1    RS   173,259 11/01/93  1   0     4,819       0
107 T1  2385064 808              3154 BRANDYWINE DR   SAN JOSE       CA  95121  1    RS   221,679                            
108 T1  2388267      JPGUGLIELM  24842 LARGO DR       LAGUNA HILLS   CA  92653  1    RS   285,352 09/01/93  1   0         0       0
109 T2  2388656      A ABRAHAM   1211N VERDUGO RD     GLENDALE       CA  91206  4    RS   324,758 11/01/93  1   0    13,442       0
110 T1  2388991 781              1139 EAST 67TH ST    ENGLEWOOD      CA  90302  3    RS   181,567                            
111 T2  2389307      CDGRATIAN   6644 AMIGO AVE       RESEDA         CA  91335  1    RS   135,979 12/01/93  1   0         0       0
112 T1  2389383 817  CFAGEN      17645 BROMLEY ST     ENCINO         CA  91316  1    RS   167,003           1                
113 T2  2391270      M KAPUR     448N PARKSIDE AVE    ONTARIO        CA  91764  4    RS   176,323 10/01/93  1   0     5,336       0
114 T2  2391294      M KAPUR     504N PARKSIDE AVE    ONTARIO        CA  91764  4    RS   176,323 10/01/93  1   0     5,336       0
115 T2  2391317 984  M KAPUR     510N PARKSIDE AVE    ONTARIO        CA  91764  4    RS   182,904           1                
116 T2  2391461      DSSTAIRS    12623 CULLEN ST      WHITTIER       CA  90602  1    RS   121,165 11/01/93  1   0         0       0
117 T2  2391478      DSSTAIRS    3327 GARDEN TERR LN  HACIENDA HEIGH CA  91745  1    RS   265,164 11/01/93  1   0         0       0
118 T2  2391485      DSSTAIRS    15741 GARYDALE DR    WHITTIER       CA  90604  1    RS   158,385 11/01/93  1   0         0       0
119 T2  2391515      DSSTAIRS    14746 LA FORGE ST    WHITTIER       CA  90603  1    RS   118,789 11/01/93  1   0         0       0
120 T2  2391522      DSSTAIRS    8160 MICHIGAN AVE    WHITTIER       CA  90602  1    RS   134,813 06/01/94  1   0         0       0
121 T2  2391539      DSSTAIRS    13743 45&45 1/2 PENN WHITTIER       CA  90602  3    RS   172,436 06/01/94  1   0         0       0
122 T2  2391546      DSSTAIRS    13906 PLACID DR      WHITTIER       CA  90604  1    RS   110,866 11/01/93  1   0         0       0
123 T2  2391553      DSSTAIRS    13946 PUTNAM ST      WHITTIER       CA  90605  1    RS   123,541 11/01/93  1   0         0       0
124 T2  2391560      DSSTAIRS    11077 SEE DR         WHITTIER       CA  90606  1    RS   106,910 11/01/93  1   0         0       0
125 T2  2391577      DSSTAIRS    14042 TEDEMORY DR    WHITTIER       CA  90605  1    RS   182,143 11/01/93  1   0         0       0
126 T2  2393429 999  PNNGO       318N VINE ST         ANAHEIM        CA  92805  4    RS   267,502           1                
127 T1  2394224 820  JBLETOILE   1321 LA PERESA DR    THOUSAND OAKS  CA  91362  1    RS   371,230           1                
128 T2  2394361      MCWALPER    11018 ETIWANDA AVE   NORTHRIDGE     CA  91326  1    RS   283,300 10/01/93  1   0         0       0
129 T1  2395333      JBSANTOS    1138 DAISY AVE       LONG BEACH     CA  90813  1    RS   103,168 09/01/93  1   0       993       0
130 T2  2395456      JTBUBONIC   110 110 1/2 CORONA   LONG BEACH     CA  90603  2    RS   305,838 10/01/93  1   0         0       0
131 T1  2395463   1  JTBUBONIC   5901 BELGRAVE AVE    GARDEN GROVE   CA  92645  4    RS   349,742           1                
132 T2  2395487      JTBUBONIC   5341 TRINETTE AVE    GARDEN GROVE   CA  92645  1    RS   196,214 10/01/93  1   0         0       0
133 T2  2395494   2  JTBUBONIC   6521 CERULEAN AVE    GARDEN GROVE   CA  92645  1    RS   184,203           1                
134 T1  2395616      JSKIM       1864E ROSEWOOD CT    ONTARIO        CA  91764  4    RS   219,943 04/01/93  1   0       671  25,060
135 T1  2395623      JSKIM       1858E ROSEWOOD CT    ONTARIO        CA  91764  4    RS   219,943 04/01/93  1   0       671  25,079
136 T2  2396374      JMLIOU      460 RICHFIELD DR     SAN JOSE       CA  95129  4    RS   402,755 12/01/93  1   0         0       0
137 T2  2396381      J LIOU      1625 TENAKA PL       SUNNYVALE      CA  94067  3    RS   347,467 12/01/93  1   0         0       0
138 T2  2396978      MDRICHMOND  1779 WELCH AVE       SAN JOSE       CA  95112  4    RS   223,942 11/15/93  1   0     5,537       0
139 T2  2397674      MLEBANOFF   215 JASMINE AVE      CORONA DEL MA  CA  92625  1    RS   730,974 11/01/93  1   0    24,646       0
140 T2  2397971      MGBRASSARD  1054 SALT LAKE ST    LONG BEACH     CA  90806  4    RS   284,295 12/01/93  1   0         0       0
141 T2  2397968      MGBRASSARD  1027 SALT LAKE ST    LONG BEACH     CA  90806  4    RS   276,398 12/01/93  1   0         0       0
142 T2  2397995      MGBRASSARD  1025 SALT LAKE ST    LONG BEACH     CA  90806  4    RS   276,398 12/01/93  1   0         0       0
143 T1  2399960 932  KDPHILIPPS  231 AVENIDA PALIZAD  SAN CLEMENTE   CA  92627  3    RS   315,269           1                
144 T2  2400273      B DANINO    19747 STAGG ST       CANOGA PARK    CA  91306  1    RS   374,717 12/01/93  1   0    28,193       0

                                                                                        Mthly
                                                                               Current  P&I   Original  Maturity   ARM/
   Cat. Loan #  REO  Name            Address            City         St  Zip  Intrst Rt Pymt  Ln Amnt      Dt     Fixed %FFB
   ---- ------  ---  ----            -------            ----         --  ---  --------- ----- --------  --------  ----- ----
                                                                                 
 97 T1  2381839 838  D TRUST     9614 9616 AVIATION B LOS ANGELES    CA  90045                                          100%
 98 T2  2381846 837  JD TRUST    219E IVY AVE         INGLEWOOD      CA  90302                                          100% 
 99 T2  2381914      A ABRAHAM   650W MYRTLE ST       GLENDALE       CA  91203  6.21%   1,269  175,000 11/01/2019  ARM  100%
100 T2  2382658      RHODES F    230E CLIFTON AVE     ANAHEIM        CA  92805  6.21%   2,000  280,000 12/01/2019  ARM  100%
101 T1  2383576 689              4805 SERRANIA AVENUE WOODLAND HILL  CA  91364                                          100%
102 T1  2383804      AMARGUELLO  7432 HAZELTINE AVE   VAN NUYS       CA  91405  6.21%     873  104,000 01/01/2020  ARM  100%
103 T1  2384548 615              2801 LOS FELICES#113 PALM SPRINGS   CA  92262                                          100%
104 T2  2384555      TLJUAREZ    701N LOS FELICES CIR PALM SPRINGS   CA  92262 10.00%     393   45,000 01/01/2020 Fixed 100%
105 T1  2384562 833  ALDANDERSO  2822 AUBURN COURT    PALM SPRINGS   CA  92262                                          100%
106 T2  2384814      J DHARMASU  5315W 96TH ST        WESTCHESTER    CA  90045  6.21%   1,251  175,200 12/01/2019  ARM  100%
107 T1  2385064 808              3154 BRANDYWINE DR   SAN JOSE       CA  95121                                          100%
108 T1  2388267      JPGUGLIELM  24842 LARGO DR       LAGUNA HILLS   CA  92653 10.00%   2,563  292,000 01/01/2020 Fixed 100%
109 T2  2388656      A ABRAHAM   1211N VERDUGO RD     GLENDALE       CA  91206  6.34%   2,355  326,250 01/01/2020  ARM  100%
110 T1  2388991 781              1139 EAST 67TH ST    ENGLEWOOD      CA  90302                                          100%
111 T2  2389307      CDGRATIAN   6644 AMIGO AVE       RESEDA         CA  91335  6.21%     955  139,900 02/01/2020  ARM  100%
112 T1  2389383 817  CFAGEN      17645 BROMLEY ST     ENCINO         CA  91316                                          100%
113 T2  2391270      M KAPUR     448N PARKSIDE AVE    ONTARIO        CA  91764  6.21%   1,226  181,200 04/01/2020  ARM  100%
114 T2  2391294      M KAPUR     504N PARKSIDE AVE    ONTARIO        CA  91764  6.21%   1,226  181,200 04/01/2020  ARM  100%
115 T2  2391317 984  M KAPUR     510N PARKSIDE AVE    ONTARIO        CA  91764                                          100%
116 T2  2391461      DSSTAIRS    12623 CULLEN ST      WHITTIER       CA  90602  6.34%     851  122,400 03/01/2020  ARM  100%
117 T2  2391478      DSSTAIRS    3327 GARDEN TERR LN  HACIENDA HEIGH CA  91745  6.34%   1,863  268,000 03/01/2020  ARM  100%
118 T2  2391485      DSSTAIRS    15741 GARYDALE DR    WHITTIER       CA  90604  6.34%   1,113  160,000 03/01/2020  ARM  100%
119 T2  2391515      DSSTAIRS    14746 LA FORGE ST    WHITTIER       CA  90603  6.34%     834  120,000 03/01/2020  ARM  100%
120 T2  2391522      DSSTAIRS    8160 MICHIGAN AVE    WHITTIER       CA  90602  6.34%     894  137,600 03/01/2020  ARM  100%
121 T2  2391539      DSSTAIRS    13743 45&45 1/2 PENN WHITTIER       CA  90602  6.34%   1,144  176,000 03/01/2020  ARM  100%
122 T2  2391546      DSSTAIRS    13906 PLACID DR      WHITTIER       CA  90604  6.34%     779  112,000 03/01/2020  ARM  100%
123 T2  2391553      DSSTAIRS    13946 PUTNAM ST      WHITTIER       CA  90605  6.34%     868  124,800 03/01/2020  ARM  100%
124 T2  2391560      DSSTAIRS    11077 SEE DR         WHITTIER       CA  90606  6.34%     751  108,000 03/01/2020  ARM  100%
125 T2  2391577      DSSTAIRS    14042 TEDEMORY DR    WHITTIER       CA  90605  6.34%   1,279  184,000 03/01/2020  ARM  100%
126 T2  2393429 999  PNNGO       318N VINE ST         ANAHEIM        CA  92805                                          100%
127 T1  2394224 820  JBLETOILE   1321 LA PERESA DR    THOUSAND OAKS  CA  91362                                          100%
128 T2  2394361      MCWALPER    11018 ETIWANDA AVE   NORTHRIDGE     CA  91326  5.96%   1,902  288,000 04/01/2020  ARM  100%
129 T1  2395333      JBSANTOS    1138 DAISY AVE       LONG BEACH     CA  90813  6.11%     702  104,000 04/01/2020  ARM  100%
130 T2  2395456      JTBUBONIC   110 110 1/2 CORONA   LONG BEACH     CA  90603 10.50%   2,854  312,000 05/01/2020  ARM  100%
131 T1  2395463   1  JTBUBONIC   5901 BELGRAVE AVE    GARDEN GROVE   CA  92645                                          100%
132 T2  2395487      JTBUBONIC   5341 TRINETTE AVE    GARDEN GROVE   CA  92645 10.50%   1,829  200,000 05/01/2020  ARM  100%
133 T2  2395494   2  JTBUBONIC   6521 CERULEAN AVE    GARDEN GROVE   CA  92645                                          100%
134 T1  2395616      JSKIM       1864E ROSEWOOD CT    ONTARIO        CA  91764  6.21%   1,786  222,000 05/01/2020  ARM  100%
135 T1  2395623      JSKIM       1858E ROSEWOOD CT    ONTARIO        CA  91764  6.21%   1,786  222,000 05/01/2020  ARM  100%
136 T2  2396374      JMLIOU      460 RICHFIELD DR     SAN JOSE       CA  95129  6.11%   2,717  408,000 06/01/2020  ARM  100%
137 T2  2396381      J LIOU      1625 TENAKA PL       SUNNYVALE      CA  94067  6.11%   2,344  352,000 06/01/2020  ARM  100%
138 T2  2396978      MDRICHMOND  1779 WELCH AVE       SAN JOSE       CA  95112 10.50%   2,088  228,000 06/01/2020  ARM  100%
139 T2  23977674     MLEBANOFF   215 JASMINE AVE      CORONA DEL MA  CA  92625  6.11%   4,836  750,000 08/01/2020  ARM  100%
140 T2  2397971      MGBRASSARD  1054 SALT LAKE ST    LONG BEACH     CA  90806  6.11%   1,918  288,000 06/01/2020  ARM  100%
141 T2  2397968      MGBRASSARD  1027 SALT LAKE ST    LONG BEACH     CA  90806  6.11%   1,865  280,000 06/01/2020  ARM  100%
142 T2  2397995      MGBRASSARD  1025 SALT LAKE ST    LONG BEACH     CA  90806  6.11%   1,865  280,000 06/01/2020  ARM  100%
143 T1  2399960 932  KDPHILIPPS  231 AVENIDA PALIZAD  SAN CLEMENTE   CA  92627                                          100%
144 T2  2400273      B DANINO    19747 STAGG ST       CANOGA PARK    CA  91306  5.96%   2,502  378,700 05/01/2020  ARM  100%

 
MORTGAGE LOAN SCHEDULE         Figures as of 5/31/94       Report Date:   /  /

Telstar Residential 1-4 Units

                                                                                                      FFB  
     Cal. Loan #   REO   Name        Address                 City            ST  Zip   Units  PType   Gross    Due Dt    Pos
     ---- ------   ---   ----        -------                 ----            --  ---   -----  -----   -----    ------    ---
                                                                                      
145  T1   2400914        O PIMIENTA  530 CYPRESS WAY         LOMPOC          CA 93436      1  RS     221,118  05/01/93    1
146  T2   2402132        M BUENO     262E JACKSON ST         RIALTO          CA 92376      4  RS     153,579  12/01/93    1
147  T2   2402149        M BUENO     292E JACKSON ST         RIALTO          CA 92376      4  RS     153,939  12/01/93    1
148  T1   2403944   841  D TRUST     5313W 95TH ST           LOS ANGELES     CA 90045      1  RS     180,473              1
149  T2   2404251        G GRABENHE  4615 ST CHARLES PL      LOS ANGELES     CA 90019      1  RS     137,787  11/01/93    1
150  T1   2404350   977  R SALWAN    436N PARKSIDE AVE       ONTARIO         CA 91764      4  RS     181,626              1
151  T1   2404367   970  R SALWAN    430N PARKSIDE AVE       ONTARIO         CA 91764      4  RS     181,625              1
152  T1   2404411   774              2551 EAST WASHINGTON    CARSON          CA 90810      1  RS      84,662
153  T1   2404558   776              12137 GREVILLEA AVE     HAWTHORNE       CA 90250      2  RS     210,707
154  T1   2405186   821  BCHART      5969 ELDERGARDENS       SAN DIEGO       CA 92120      1  RS     269,020              1
155  T1   2406332   961  ATHANSEN    1113W COLLEGE AVE       LOMPOC          CA 93436      1  RS     113,579              1
156  T1   2406783   941  ATHANSEN    1101W N AVE             LOMPOC          CA 93436      1  RS     128,100              1
157  T1   2407465   896              204,206,208 N CENTRE S  SAN PEDRO       CA 90731      3  RS     393,799
158  T1   2407519   896              1045 VALENCIA STREET    COSTA MESA      CA 92626      4  RS     332,670
159  T1   2408512        JCVILLA     700E COOLIDGE ST        LONG BEACH      CA 90805      1  RS     138,604  06/01/93    1
160  T1   2410744     8  GHABESON    13459 EBELL ST          VAN NUYS        CA 91402      1  RS     169,882              1
161  T1   2411211   936  N BEZIKIAN  2001N NEW HAMPSHIRE     LOS ANGELES     CA 90027      1  RS     350,202              1
162  T1   2411358   777              4800 VIA DOLCE #109     MARINA DEL REY  CA 90292      1  RC     296,590
163  T2   2412108        MJREY       1908 MORLEY ST          SIMI VALLEY     CA 93065      1  RS      87,582  12/01/93    1
164  T1   2412405   758              34785 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      4  RS     215,892
165  T2   2412412        WWWILLIAMS  34653 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      4  RS     203,675  12/01/93    1
166  T2   2412429        WWWILLIAMS  34541 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      4  RS     205,100  12/01/93    1
167  T2   2412436        WWWILLIAMS  34585 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      3  RS     173,385  11/01/93    1
168  T2   2412443        WWWILLIAMS  34545 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      4  RS     236,654  12/01/93    1
169  T1   2412467   974  WWWILLIAMS  5031 CAHUENGA BLVD      NORTH HOLLYWOOD CA 91606      4  RS     247,158              1
170  T2   2412696        K YOUSSEF   1025N SPURGEON ST       SANTA ANA       CA 92701      4  RS     296,377  12/01/93    1
171  T1   2414135   994  DSSOMERS    109 111 W 15TH AVE      ESCONDIDO       CA 92025      4  RS     183,606              1
172  T1   2414173   654              1124 WEST HIGHLAND ST   SANTA ANA       CA 92703      4  RS     251,213
173  T1   2414289   969  HSGREEN     950 DOGWOOD ST          COSTA MESA      CA 92627      1  RS     211,974              1
174  T1   2414395   697              1039 VALENCIA STREET    COSTA MESA      CA 92626      4  RS     334,911
175  T1   2415244   946  N TRIVEDI   1046S ARDMORE AVE       LOS ANGELES     CA 90006      4  RS     355,936              1
176  T1   2415299        RRRANGEL    11709 OLD RIVER SCHO    DOWNEY          CA 90241      3  RS     570,989  06/01/93    1
177  T1   2415329   925  MMJOHNSON   4060W BROADWAY          HAWTHORNE       CA 90250      4  RS     382,193              1
178  T1   2417189   907  NEWPORT     32743 PUEBLO TRL        CATHEDRAL CITY  CA 92234      2  RS     127,398              1
179  T1   2417196   905  NEWPORT     33801 WHISPERING PLM    CATHEDRAL CITY  CA 92234      2  RS     122,218              1
180  T1   2417202   923  NEWPORT     33687 WHISPERING PLM    CATHEDRAL CITY  CA 92234      2  RS     122,218              1
181  T1   2417219   908  NEWPORT     33455 PUEBLO TRL        CATHEDRAL CITY  CA 92234      2  RS     127,217              1
182  T1   2417226   904  NHINC       33765 PUEBLO TRL        CATHEDRAL CITY  CA 92234      2  RS     127,217              1
183  T1   2417493   867  CJVANHUISE  38620 IRIS CT           PALMDALE        CA 93551      1  RS     156,561              1
184  T1   2418144   901              1352 W 5TH STREET 14&2  ONTARIO         CA 91782      2  RS     126,182
185  T1   2418182   757              1352 W FIFTH STC12/22/1 ONTARIO         CA 91782      4  RS     167,803
186  T2   2418311        JRBURRUS    702 JAY CIR             HUNTINGTON BE   CA 92648      4  RS     376,467  11/01/93    1
187  T1   2418948   951              455 CONCHA LN           SAN MARCOS      CA 92069      1  RS     123,839
188  T1   2419659        M REYNA     1523S ROSS ST           SANTA ANA       CA 92707      1  RS     121,174  06/01/94    1
189  T1   2420248   917  ERMATHOT    1352W FIFTH ST          ONTARIO         CA 91762      2  RS     124,034              1
190  T1   2420307   824  D GOMEZ     570 572&574 RHEA ST     LONG BEACH      CA 90808      3  RS     151,138              1
191  T1   2422112   886  I MIZRAHI   10935 HARTSOOK ST       NORTH HOLLYWOOD CA 91601      1  RS     144,408              1
192  T1   2422549   973  ATHANSEN    328 SECOND ST           BUELLTON        CA 93427      1  RS     159,312              1

                                                                                                                  Current
                                                                                       Escrow  Escrow             Intrst
     Cal.  Loan #   REO  Name        Address                 City            ST  Zip   Bal     Adv     Suspense   Pln
     ----  ------   ---  ----        -------                 ----            --  ---   ------  ------  --------   -------
                                                                                   
145  T1   2400914        O PIMIENTA  530 CYPRESS WAY         LOMPOC          CA 93436      0     246    20,733     5.96%
146  T2   2402132        M BUENO     262E JACKSON ST         RIALTO          CA 92376      0       0         0     6.11%
147  T2   2402149        M BUENO     292E JACKSON ST         RIALTO          CA 92376      0       0         0     6.11%
148  T1   2403944   841  D TRUST     5313W 95TH ST           LOS ANGELES     CA 90045    
149  T2   2404251        G GRABENHE  4615 ST CHARLES PL      LOS ANGELES     CA 90019      0   1,175         0     6.11%
150  T1   2404350   977  R SALWAN    436N PARKSIDE AVE       ONTARIO         CA 91764    
151  T1   2404367   970  R SALWAN    430N PARKSIDE AVE       ONTARIO         CA 91764    
152  T1   2404411   774              2551 EAST WASHINGTON    CARSON          CA 90810    
153  T1   2404558   776              12137 GREVILLEA AVE     HAWTHORNE       CA 90250    
154  T1   2405186   821  BCHART      5969 ELDERGARDENS       SAN DIEGO       CA 92120    
155  T1   2406332   961  ATHANSEN    1113W COLLEGE AVE       LOMPOC          CA 93436    
156  T1   2406783   941  ATHANSEN    1101W N AVE             LOMPOC          CA 93436    
157  T1   2407465   896              204,206,208 N CENTRE S  SAN PEDRO       CA 90731    
158  T1   2407519   896              1045 VALENCIA STREET    COSTA MESA      CA 92626    
159  T1   2408512        JCVILLA     700E COOLIDGE ST        LONG BEACH      CA 90805      0     175       716     5.96%
160  T1   2410744     8  GHABESON    13459 EBELL ST          VAN NUYS        CA 91402    
161  T1   2411211   936  N BEZIKIAN  2001N NEW HAMPSHIRE     LOS ANGELES     CA 90027    
162  T1   2411358   777              4800 VIA DOLCE #109     MARINA DEL REY  CA 90292    
163  T2   2412108        MJREY       1908 MORLEY ST          SIMI VALLEY     CA 93065      0     275         0     5.96%
164  T1   2412405   758              34785 VAQUERO ROAD      CATHEDRAL CITY  CA 92234    
165  T2   2412412        WWWILLIAMS  34653 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      0   9,780         0     6.11%
166  T2   2412429        WWWILLIAMS  34541 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      0  10,058         0     6.11%
167  T2   2412436        WWWILLIAMS  34585 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      0   7,642         0     6.11%
168  T2   2412443        WWWILLIAMS  34545 VAQUERO ROAD      CATHEDRAL CITY  CA 92234      0  10,488         0     6.11%
169  T1   2412467   974  WWWILLIAMS  5031 CAHUENGA BLVD      NORTH HOLLYWOOD CA 91606    
170  T2   2412696        K YOUSSEF   1025N SPURGEON ST       SANTA ANA       CA 92701      0   7,083         0     6.50%
171  T1   2414135   994  DSSOMERS    109 111 W 15TH AVE      ESCONDIDO       CA 92025    
172  T1   2414173   654              1124 WEST HIGHLAND ST   SANTA ANA       CA 92703    
173  T1   2414289   969  HSGREEN     950 DOGWOOD ST          COSTA MESA      CA 92627    
174  T1   2414395   697              1039 VALENCIA STREET    COSTA MESA      CA 92626    
175  T1   2415244   946  N TRIVEDI   1046S ARDMORE AVE       LOS ANGELES     CA 90006    
176  T1   2415299        RRRANGEL    11709 OLD RIVER SCHO    DOWNEY          CA 90241      0   5,568     8,202     6.13%
177  T1   2415329   925  MMJOHNSON   4060W BROADWAY          HAWTHORNE       CA 90250    
178  T1   2417189   907  NEWPORT     32743 PUEBLO TRL        CATHEDRAL CITY  CA 92234    
179  T1   2417196   905  NEWPORT     33801 WHISPERING PLM    CATHEDRAL CITY  CA 92234    
180  T1   2417202   923  NEWPORT     33687 WHISPERING PLM    CATHEDRAL CITY  CA 92234    
181  T1   2417219   908  NEWPORT     33455 PUEBLO TRL        CATHEDRAL CITY  CA 92234    
182  T1   2417226   904  NHINC       33765 PUEBLO TRL        CATHEDRAL CITY  CA 92234    
183  T1   2417493   867  CJVANHUISE  38620 IRIS CT           PALMDALE        CA 93551    
184  T1   2418144   901              1352 W 5TH STREET 14&2  ONTARIO         CA 91782    
185  T1   2418182   757              1352 W FIFTH STC12/22/1 ONTARIO         CA 91782    
186  T2   2418311        JRBURRUS    702 JAY CIR             HUNTINGTON BE   CA 92648      0   1,554         0     6.13%
187  T1   2418948   951              455 CONCHA LN           SAN MARCOS      CA 92069    
188  T1   2419659        M REYNA     1523S ROSS ST           SANTA ANA       CA 92707    181       0         0    10.00%
189  T1   2420248   917  ERMATHOT    1352W FIFTH ST          ONTARIO         CA 91762    
190  T1   2420307   824  D GOMEZ     570 572&574 RHEA ST     LONG BEACH      CA 90808    
191  T1   2422112   886  I MIZRAHI   10935 HARTSOOK ST       NORTH HOLLYWOOD CA 91601    
192  T1   2422549   973  ATHANSEN    328 SECOND ST           BUELLTON        CA 93427    

                                                                                        Monthly                                  
                                                                                        P&I      Original Maturity   ARM/   
     Cal. Loan #    REO  Name        Address                 City            ST  Zip    Pymt     Ln Amnt  Dt         Fixed    %FFB
     ---- ------    ---  ----        -------                 ----            --  ---    -------  -------- --------   -----    ---- 
                                                                                           
145  T1   2400914        O PIMIENTA  530 CYPRESS WAY         LOMPOC          CA 93436    1,718   222,500  05/01/2020  ARM     100%
146  T2   2402132        M BUENO     262E JACKSON ST         RIALTO          CA 92376    1,036   156,000  06/01/2020  ARM     100%
147  T2   2402149        M BUENO     292E JACKSON ST         RIALTO          CA 92376    1,039   156,000  06/01/2020  ARM     100%
148  T1   2403944   841  D TRUST     5313W 95TH ST           LOS ANGELES     CA 90045                                         100%
149  T2   2404251        G GRABENHE  4615 ST CHARLES PL      LOS ANGELES     CA 90019      912   140,000  06/01/2020  ARM     100%
150  T1   2404350   977  R SALWAN    436N PARKSIDE AVE       ONTARIO         CA 91764                                         100%
151  T1   2404367   970  R SALWAN    430N PARKSIDE AVE       ONTARIO         CA 91764                                         100%
152  T1   2404411   774              2551 EAST WASHINGTON    CARSON          CA 90810                                         100%
153  T1   2404558   776              12137 GREVILLEA AVE     HAWTHORNE       CA 90250                                         100%
154  T1   2405186   821  BCHART      5969 ELDERGARDENS       SAN DIEGO       CA 92120                                         100%
155  T1   2406332   961  ATHANSEN    1113W COLLEGE AVE       LOMPOC          CA 93436                                         100%
156  T1   2406783   941  ATHANSEN    1101W N AVE             LOMPOC          CA 93436                                         100%
157  T1   2407465   896              204,206,208 N CENTRE S  SAN PEDRO       CA 90731                                         100%
158  T1   2407519   896              1045 VALENCIA STREET    COSTA MESA      CA 92626                                         100%
159  T1   2408512        JCVILLA     700E COOLIDGE ST        LONG BEACH      CA 90805    1,038   140,000  07/01/2020  ARM     100%
160  T1   2410744     8  GHABESON    13459 EBELL ST          VAN NUYS        CA 91402                                         100%
161  T1   2411211   936  N BEZIKIAN  2001N NEW HAMPSHIRE     LOS ANGELES     CA 90027                                         100%
162  T1   2411358   777              4800 VIA DOLCE #109     MARINA DEL REY  CA 90292                                         100%
163  T2   2412108        MJREY       1908 MORLEY ST          SIMI VALLEY     CA 93065      651    95,800  08/01/2020  ARM     100%
164  T1   2412405   758              34785 VAQUERO ROAD      CATHEDRAL CITY  CA 92234                                         100%
165  T2   2412412        WWWILLIAMS  34653 VAQUERO ROAD      CATHEDRAL CITY  CA 92234    1,359   208,000  08/01/2020  ARM     100%
166  T2   2412429        WWWILLIAMS  34541 VAQUERO ROAD      CATHEDRAL CITY  CA 92234    1,359   208,000  08/01/2020  ARM     100%
167  T2   2412436        WWWILLIAMS  34585 VAQUERO ROAD      CATHEDRAL CITY  CA 92234    1,147   176,000  08/01/2020  ARM     100%
168  T2   2412443        WWWILLIAMS  34545 VAQUERO ROAD      CATHEDRAL CITY  CA 92234    1,568   240,000  08/01/2020  ARM     100%
169  T1   2412467   974  WWWILLIAMS  5031 CAHUENGA BLVD      NORTH HOLLYWOOD CA 91606                                         100%
170  T2   2412696        K YOUSSEF   1025N SPURGEON ST       SANTA ANA       CA 92701    1,967   304,000  09/01/2020  ARM     100%
171  T1   2414135   994  DSSOMERS    109 111 W 15TH AVE      ESCONDIDO       CA 92025                                         100%
172  T1   2414173   654              1124 WEST HIGHLAND ST   SANTA ANA       CA 92703                                         100%
173  T1   2414289   969  HSGREEN     950 DOGWOOD ST          COSTA MESA      CA 92627                                         100%
174  T1   2414395   697              1039 VALENCIA STREET    COSTA MESA      CA 92626                                         100%
175  T1   2415244   946  N TRIVEDI   1046S ARDMORE AVE       LOS ANGELES     CA 90006                                         100%
176  T1   2415299        RRRANGEL    11709 OLD RIVER SCHO    DOWNEY          CA 90241    4,101   576,000  11/01/2020  ARM     100%
177  T1   2415329   925  MMJOHNSON   4060W BROADWAY          HAWTHORNE       CA 90250                                         100%
178  T1   2417189   907  NEWPORT     32743 PUEBLO TRL        CATHEDRAL CITY  CA 92234                                         100%
179  T1   2417196   905  NEWPORT     33801 WHISPERING PLM    CATHEDRAL CITY  CA 92234                                         100%
180  T1   2417202   923  NEWPORT     33687 WHISPERING PLM    CATHEDRAL CITY  CA 92234                                         100%
181  T1   2417219   908  NEWPORT     33455 PUEBLO TRL        CATHEDRAL CITY  CA 92234                                         100%
182  T1   2417226   904  NHINC       33765 PUEBLO TRL        CATHEDRAL CITY  CA 92234                                         100%
183  T1   2417493   867  CJVANHUISE  38620 IRIS CT           PALMDALE        CA 93551                                         100%
184  T1   2418144   901              1352 W 5TH STREET 14&2  ONTARIO         CA 91782                                         100%
185  T1   2418182   757              1352 W FIFTH STC12/22/1 ONTARIO         CA 91782                                         100%
186  T2   2418311        JRBURRUS    702 JAY CIR             HUNTINGTON BE   CA 92648    2,439   385,000  10/01/2020  ARM     100%
187  T1   2418948   951              455 CONCHA LN           SAN MARCOS      CA 92069                                         100%
188  T1   2419659        M REYNA     1523S ROSS ST           SANTA ANA       CA 92707    1,088   124,000  10/01/2020  Fixed   100%
189  T1   2420248   917  ERMATHOT    1352W FIFTH ST          ONTARIO         CA 91762                                         100%
190  T1   2420307   824  D GOMEZ     570 572&574 RHEA ST     LONG BEACH      CA 90808                                         100%
191  T1   2422112   886  I MIZRAHI   10935 HARTSOOK ST       NORTH HOLLYWOOD CA 91601                                         100%
192  T1   2422549   973  ATHANSEN    328 SECOND ST           BUELLTON        CA 93427                                         100%

 
MORTGAGE LOAN SCHEDULE     Figures as of 5/31/94     Report Date:    /    /

Telstar Residential 1-4 Units

                                                                                                                   Es-   
                                                                                                                   crow    Escrow
  Cat. Loan #  REO Name       Address                  City           ST Zip  Units PType  FFB Gross  Due Dt  Pos  Bal     Adv
  ---- ------  --- ----       -------                  ----           -- ---  ----- -----  ---------  ------  ---  ----    ------
                                                                                     
193 T1 2422860 710            2442 NORTH ALDEN STR     SIMI VALLEY    CA 93065   1   RS      154,720                     
194 T1 2422891 773            3161 3165 WELDON AVE     LOS ANGELES    CA 90065   3   RS      420,587           
195 T1 2425328 814            4732 RADFORD AVENUE      NORTH HOLLYWO  CA 91607   1   RS      338,504           
196 T1 2423535 813            4742 RADFORD AVENUE      NORTH HOLLYWO  CA 91607   1   RS      333,243           
197 T2 2425456     SSUNANIAN  3100S RAYMOND AVE        LOS ANGELES    CA 90007   4   RS      191,538   12/01/93 1       0    7,900
198 T1 2426138 894 REMCAFOOSE 34052 LA SERENA DR       DANA POINT     CA 92629   2   RS      194,653            1
199 T2 2426374     J HIGGER   34062  ST/CRYSTAL LAN    DANA POINT     CA 92629   1   RS      214,963   06/01/94 1       0        0
200 T2 2426404     K URSICH   2502 2508 CAROLINA S     SAN PEDRO      CA 90731   4   RS      210,273   11/01/93 1       0    8,537
201 T1 2431550 852 SKCOSTINC  29 295 AVENIDA LA        CATHEDRAL CITY CA 92234   2   RS      168,645            1
202 T2 2435156     TSFORMAN   3121 OAKDELL LN          STUDIO CITY    CA 91604   1   RS      759,548   10/01/93 1       0        0
203 T2 2437022     DSSTAIRS   14218 CHRISTINE DR       WHITTIER       CA 90605   1   RS      138,275   11/01/93 1       0        0
204 T2 2437039     DSSTAIRS   11718 LOCH LOMOND D      WHITTIER       CA 90606   1   RS      121,412   11/01/93 1       0        0
205 T1 2437237 831 RLHUDSON   9445 PRADERA AVE         MONTCLAIR      CA 91763   4   RS      179,922            1
206 T1 2437824     SRLEGARE   1440 18TH ST             MANHATTAN BEA  CA 90266   1   RS      344,063   04/01/93 1       0    7,592
207 T1 2439462 938 PSINVSTRS  4041 4043 SWIFT AVE      SAN DIEGO      CA 92104   4   RS      192,457            1       
208 T1 2443225 812            4726 RADFORD AVENUE      NORTH HOLLYWO  CA 91607   1   RS      228,665           
209 T1 2444181     D WILLIAMS 126 AVE BUENA VENTU      SAN CLEMENTE   CA 92672   2   RS      254,191   09/01/93 1       0    2,406
210 T1 2444518 900            12350 DEL AMO BLVD       LAKEWOOD       CA 90715   2   RS      161,894           
211 T2 2444938     W CONWAY   580 582 FLORIDA ST       IMPERIAL BEACH CA 91932   3   RS      187,587   12/01/93 1       0    7,519
212 T2 2446392     SCECHEVERR 116S HOOVER ST           LOS ANGELES    CA 90004   1   RS      206,363   12/01/93 1       0        0
213 T1 2448107 825 A SAYADIAN 1017E GARFIELD AVE       GLENDALE       CA 91205   1   RS      155,524            1
214 T2 2450049     D KARPELES 4343 49 MISSISSIPPI      SAN DIEGO      CA 92104   4   RS      219,139   11/01/93 1       0    2,902
215 T2 2450223     JBKIM      2110 CAMINO STREET       ANAHEIM        CA 92802   4   RC      223,065   11/01/93 1       0        0
216 T2 2450377     D KARPELES 4333 39 OREGON ST        SAN DIEGO      CA 92104   4   RS      202,148   11/01/93 1       0    3,165
217 T1 2454348 839 JDTSTE     1042 1046 S INGLEWOOD    INGLEWOOD      CA 90301   4   RS      181,899            1
218 T2 2455280     D KARPELES 4122 4124 4126 FLORI     SAN DIEGO      CA 92104   3   RS      189,228   11/01/93 1       0    6,807
219 T2 2460654     E BAZINET  1052 MOUNTAIN OAK P      THOUSAND OAKS  CA 91320   1   RC      218,354   11/01/93 1   1,226        0
220 T2 2479604     ASBURGESS  47 949 1/2 VENDOME       LOS ANGELES    CA 90026   4   RS      193,523   12/01/93 1       0   10,420
221 T1 2488631     GFKLAUSE   700 OCEAN BLVD           LONG BEACH     CA 90602   1   RC      200,863   08/01/93 1       0       85
       -------                                                                            ----------                -----  -------
           221                                                                            45,295,898                1,887  321,983
                                                                                            -812,766         
                                                                                          ----------              
                                                                                          44,483,132 

                                                                                       Current Monthly  Orig.      Mat.   ARM      
  Cat. Loan #  REO Name       Address                  City           ST Zip  Suspense Intrst  P&L Pmt Ln Amnt    Date   Fixed  %FFB
  ---- ------  --- ----       -------                  ----           -- ---  -------- ------- ------- -------    -----  ------ ----
                                                                                       
193 T1 2422860 710            2442 NORTH ALDEN STR     SIMI VALLEY    CA 93065                                                  100%
194 T1 2422891 773            3161 3165 WELDON AVE     LOS ANGELES    CA 90065                                                  100%
195 T1 2425328 814            4732 RADFORD AVENUE      NORTH HOLLYWO  CA 91607                                                  100%
196 T1 2423535 813            4742 RADFORD AVENUE      NORTH HOLLYWO  CA 91607                                                  100%
197 T2 2425456     SSUNANIAN  3100S RAYMOND AVE        LOS ANGELES    CA 90007       0  6.13%  1,240   196,000 11/01/2020   ARM 100%
198 T1 2426138 894 REMCAFOOSE 34052 LA SERENA DR       DANA POINT     CA 92629                                                  100%
199 T2 2426374     J HIGGER   34062  ST/CRYSTAL LAN    DANA POINT     CA 92629       0  6.50%  1,164   220,000 11/01/2000   ARM 100%
200 T2 2426404     K URSICH   2502 2508 CAROLINA S     SAN PEDRO      CA 90731       0 10.50%  1,955   213,700 11/01/2000   ARM 100%
201 T1 2431550 852 SKCOSTINC  29 295 AVENIDA LA        CATHEDRAL CITY CA 92234                                                  100%
202 T2 2435156     TSFORMAN   3121 OAKDELL LN          STUDIO CITY    CA 91604  39,889 10.00%  6,757   770,000 07/01/2021   ARM 100%
203 T2 2437022     DSSTAIRS   14218 CHRISTINE DR       WHITTIER       CA 90605       0  6.25%  1,155   143,500 03/01/2021   ARM 100%
204 T2 2437039     DSSTAIRS   11718 LOCH LOMOND D      WHITTIER       CA 90606       0  6.25%  1,014   126,000 03/01/2021   ARM 100%
205 T1 2437237 831 RLHUDSON   9445 PRADERA AVE         MONTCLAIR      CA 91763                                                  100%
206 T1 2437824     SRLEGARE   1440 18TH ST             MANHATTAN BEA  CA 90266       0  6.13%  2,739   348,000 04/01/2021   ARM 100%
207 T1 2439462 938 PSINVSTRS  4041 4043 SWIFT AVE      SAN DIEGO      CA 92104                                                  100%
208 T1 2443225 812            4726 RADFORD AVENUE      NORTH HOLLYWO  CA 91607                                                  100%
209 T1 2444181     D WILLIAMS 126 AVE BUENA VENTU      SAN CLEMENTE   CA 92672   8,000  6.00%  1,670   259,000 06/01/2021   ARM 100%
210 T1 2444518 900            12350 DEL AMO BLVD       LAKEWOOD       CA 90715                                                  100%
211 T2 2444938     W CONWAY   580 582 FLORIDA ST       IMPERIAL BEACH CA 91932       0  6.13%  1,252   191,000 06/01/2021   ARM 100%
212 T2 2446392     SCECHEVERR 116S HOOVER ST           LOS ANGELES    CA 90004       0 10.25%  1,582   210,000 06/01/2021 Fixed 100%
213 T1 2448107 825 A SAYADIAN 1017E GARFIELD AVE       GLENDALE       CA 91205                                                  100%
214 T2 2450049     D KARPELES 4343 49 MISSISSIPPI      SAN DIEGO      CA 92104   2,124  6.13%  1,460   224,000 06/01/2021   ARM 100%
215 T2 2450223     JBKIM      2110 CAMINO STREET       ANAHEIM        CA 92802       0  6.13%  1,486   228,000 06/01/2021   ARM 100%
216 T2 2450377     D KARPELES 4333 39 OREGON ST        SAN DIEGO      CA 92104   1,982  6.13%  1,329   206,250 07/01/2021   ARM 100%
217 T1 2454348 839 JDTSTE     1042 1046 S INGLEWOOD    INGLEWOOD      CA 90301                                                  100%
218 T2 2455280     D KARPELES 4122 4124 4126 FLORI     SAN DIEGO      CA 92104   2,026  6.13%  1,226   193,100 09/01/2001   ARM 100%
219 T2 2460654     E BAZINET  1052 MOUNTAIN OAK P      THOUSAND OAKS  CA 91320       0  6.00%  1,629   221,850 11/01/2021 Fixed 100%
220 T2 2479604     ASBURGESS  47 949 1/2 VENDOME       LOS ANGELES    CA 90026       0  6.00%  1,235   196,000 08/01/2022   ARM 100%
221 T1 2488631     GFKLAUSE   700 OCEAN BLVD           LONG BEACH     CA 90602       0  5.76%    999   200,000 10/01/2022   ARM 100%
       -------                                                                 -------    
           221                                                                 313,628

 
                                Schedule 1.01-C
                                ---------------

                      Pending Loan Modifications Schedule

                  Load and REO Purchase Agreement (Secondary)
                  ------------------------------------------

 
                                 LOAN SERVICE
                              MODIFICATION REPORT
                                  (BULK SALE)
                                 July 5, 1994

                DATE
                APPROVED &                                                              APPROXIMATE 
LOAN/BORROWER   CLOSED          APPROVAL TERMS                                          LOAN BALANCE    COMMENTS
                                                                                             
2435156 FORMAN  09/21/93        Effective 09/01/93, interest rate shall be reduced to   $752,253.02     Suspense cleared. Loan is
                06/30/94        6.625% until 06/01/95 which is the end of the five                      current, due for 07/01/94
                                year fixed period.                                                      payment.

                                Effective 10/01/93, principal and interest payment
                                will be payable in monthly installments of $4,986.10
                                until 07/01/95 which is the end of the five year fixed
                                period.

2389307 GRATIAN N/A             N/A                                                     $235,978.69     Recvd earthquake inspection
                                                                                                        6/29/94/Pending loan 
                                                                                                        committee review for 
                                                                                                        possible Deed in Lieu of
                                                                                                        Foreclosure.

0983161 BERGE   06/14/94        Capitalize $9,161.16 that represents accrued interest   Current         Title problem:
                                from 11/01/93 to 05/30/94.                              Principal       Borrower has a 2nd & 3rd 
                                                                                        Balance         T.D. as well as two (2)
                                                                                        $130,873.78     tax liens. Referred to W.C.
                                                                                                        Taylor for further review.

                                Effective 06/01/94, interest rate shall be reduced to   New Principal
                                8.500% until 08/01/2010 which is the maturity date      Balance
                                of the loan.                                            $140,034.94

                                Effective 07/01/94, principal and interest payment
                                will be payable in monthly installments of $1,330.14
                                until 08/01/2010 which is the maturity date of the 
                                loan.

 
                                Schedule 1.01-D
                                ---------------

                             REO Property Schedule
      [This schedule has been integrated into the Mortgage Loan Schedule]

                  Loan and REO Purchase Agreement Secondary)
                  -----------------------------------------

                              Schedule 2.04(viii)
                              -------------------

                             Construction Contracts

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                              Schedule 2.07(a)(ii)
                              --------------------

                              Earthquake Deferrals

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                               Schedule 3.01(iv)
                               -----------------

                                   Litigation

          The Seller has been sued by several of its adjustable rate mortgage
("ARM") borrowers who have contended that the Seller miscalculated interest rate
adjustments because of a 30 or 60 day delay in the recognition of downward
movements in the Eleventh District Cost of Funds Index.  A 60 day delay, which
was not specifically provided for in the related promissory note, was
attributable to the need to give borrowers at least 30 days' notice before the
effective date of any interest rate change, and the fact that, since the notes
are paid in arrears, the first payment amount affected by the interest rate
change is due approximately 30 days after such change becomes effective, thus
resulting in an index review and notice date approximately 60 days before the
payment amount changes.  The Seller contends that its consistent use of interest
rate adjustment notices constitutes a course of dealing which clarifies any
omission or ambiguity in the ARM promissory note.  Also, the promissory notes
related to residential loans secured by one to four unit properties must be
interpreted in accordance with applicable federal regulations that require 30
days' notice of a change in interest rates.

          Although no Mortgage Loans under the Agreement are currently the
subject of a lawsuit as described above, certain of the Mortgage Loans had
interest rate adjustments made in the same manner as described above, and the
Seller has received letters from a loan auditor contending that certain of the
Mortgagors have overpaid interest because of the manner in which such interest
rate adjustments were made.  The following describes the status of current
litigation involving loans that are not Mortgage Loans, but which have similar
interest rate adjustment provisions to certain of the Mortgage Loans:

          1.  HUBBARD V. FIDELITY FEDERAL BANK Civil No. 92-3939 MRP.  Fidelity
              --------------------------------                                 
Federal Bank ("Fidelity") is a defendant in a purported class action on file in
the United States District Court for the Central District of California alleging
violation of the Truth In Lending Act and breach of contract and negligence.
The case arises out of the alleged miscalculation of adjustments to the
applicable interest rate of an adjustable rate mortgage loan.  The complaint
seeks compensatory damages and attorneys' fees in an unspecified amount relating
to alleged class-wide over-charges.  On February 8, 1993, plaintiff Hubbard
filed a First Amended Class Action Complaint which added plaintiff Earle S.
Humphreys and Nicette M. Humphreys as class representatives and also new claims
for fraud and negligent misrepresentation.  Defendant Fidelity had already filed
a motion for summary judgment which the Court treated as applicable to the First
Amended Complaint.  On June 7, 1993, the Court issued a decision granting
defendant's motion for summary judgment on the grounds that plaintiffs had
failed to demonstrate the existence of a genuine issue of fact as to their
claims for breach of contract, negligence, fraud, and negligent
misrepresentation.  Furthermore, the Court concluded that plaintiffs Truth-In-
Lending Act claimed were barred by the Statute of Limitations.  On July 7, 1993,
plaintiffs filed a Notice of Appeal.  The matter is now pending before the Court
of Appeals for the Ninth Circuit and the transcript on appeal is still in the
process of being prepared.

          2. OCEANSIDE 84, LTD V. FIDELITY FEDERAL BANK, Case No. BCO83318-Los
             ------------------------------------------                       
Angeles Superior Court.  Fidelity Federal Bank ("Fidelity") is a defendant in a
purported class action on file in the Superior Court of the State of California,
County of Los Angeles, alleging breach of contract and unfair trade practices
arising out of its adjustment of adjustable rate mortgages.  The Complaint seeks
compensatory damages and attorneys' fees in an unspecified amount relating to
alleged class-wide overcharges due to the use of a "look back period" for the
calculation of interest rate adjustments.  Fidelity's motion for summary
judgment was granted for the unfair competition claim and denied on the breach
of contract claim because of the Court's

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

perception of triable issues of fact relating to custom and usage. The
total damage claim amounts to slightly over $15,000.

          3.  WEBER, ET AL V. FIDELITY FEDERAL BANK, Case No. BCO94073, Los
              -------------------------------------                        
Angeles Superior Court.  On November 30, 1993, an action was filed against
Fidelity Federal Bank ("Fidelity") in the Los Angeles Superior Court for breach
of contract, declaratory relief and fraud arising out of the manner in which
Fidelity calculated interest rate adjustments on a group of 41 separate non-
owner occupied/residential adjustable rate loans.  The complaint was answered on
January 26, 1994. It is Fidelity's present plan to file a motion for summary
judgment similar to the one in the Oceanside 84 case described above.   The
                                   ------------                            
damage claims on the individual loans average about $3,000, but will be subject
to set-offs for adjustments in rising interest markets.

          4.  SMALL CLAIMS.  Fidelity has been sued in 21 separate small claims
matters by individual ARM borrowers.  Each of the matters has been filed in the
Municipal Court for Santa Clara County and have been prompted by the actions of
a single loan auditing firm which has contacted Fidelity's borrowers in the Bay
Area.  Most, if not all, of the claims are for less than $2,000.  Judgments have
been entered against Fidelity in 5 of the matters.  One of the small claims has
been settled and one will be tried de novo on appeal as a test case in October.
                                   -- ----                                     

          The description appearing on this Schedule 3.01(iv) are for the sole
purpose of identifying to the Purchaser possible claims or contentions of which
the Seller is aware that may be made with respect to Mortgage Loans.  The Seller
makes no representation regarding the merit or lack of merit of any such claim
or contention and such descriptions are not and shall not be deemed to be an
admission of any fact or liability with respect to the matters described
thereby.

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------ 

                                 Exhibit 1.01-A
                                 --------------

                                    Form of
                   Assignment of Intangible Personal Property

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                       ASSIGNMENT OF GENERAL INTANGIBLES,
                              LICENSES AND PERMITS

          THIS ASSIGNMENT OF GENERAL INTANGIBLES, LICENSES AND PERMITS
("Assignment") is made as of the    day of          ,1994, by and between
Fidelity Federal Bank, a Federal Savings Bank ("Assignor"), and
            , a             ("Assignee").

          A.    Contemporaneously with the execution and delivery of this
Assignment, Assignor has sold and conveyed to Assignee certain real property and
improvements located thereon, if any (collectively, "Property"), pursuant to
that certain Loan and REO Purchase Agreement dated [July 9, 1994] between
Assignor and Assignee (the "Purchase Agreement").

          B.    It is a condition to the consummation of the transactions
contemplated by the Purchase Agreement that Assignor and Assignee enter into
this Assignment.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

          1.    Recitals. The foregoing recitals are hereby incorporated herein
by reference as if fully set forth at this point in the text of this Assignment.

          2.    Transfer and Assignment. Assignor does hereby sell, transfer,
assign, deliver, grant and convey unto Assignee, its successors and assigns, all
of Assignor's right, title and interest in, to and under the following property
and rights (collectively, "Assigned Items"), all of which are located in or
about, pertain to or are related to the Property:

          (a) All surveys, site plans, engineering architectural, structural,
electrical, mechanical and other plans, specifications, drawings, if any, and
all other documentation of any type relating to the construction, maintenance
and/or operation of the Property.

          (b) To the extent assignable without the consent of any third party,
all warranties and guarantees, if any, from any and all parties in connection
with the construction, maintenance and operation of the Properly, or in
connection with any fixtures or equipment located on the Property.

          (c) To the extent legally assignable, all licenses, permits,
authorizations, approvals, registrations, certificates of occupancy and like
authorizations issued by any governmental authority, federal, state or local, in
connection with the Property.

          3.    Headings. The headings used in this Assignment are for purposes
of convenience only and shall not be used in construing the provisions hereof.

          4.    Covenant Of Further Assurances. The parties hereto agree to
execute such other documents and perform such other acts as may be reasonably
necessary or desirable to carry out the purposes of this Assignment.

 
          6.     Governing Law. This Assignment shall be governed by and
construed in accordance with the laws of the State of California.

          7.    Severability. The provisions of this Assignment shall be deemed
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity or enforceability of the other
provisions hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed as of the day and year first above written.

                              ASSIGNOR:

                              FIDELITY FEDERAL BANK
                              a Federal Savings Bank

                              By: ---------------------------
                              Name: -------------------------
                              Title: ------------------------

                              ASSIGNEE:

                              -------------------------------,
                              a
                               ------------------------------

                              By: ---------------------------
                              Name: -------------------------
                              Title: ------------------------

                              2

                                   Exhibit A
                   ----------------------------------------
                          [PROPERTY NAME AND ADDRESS]
 
        [FIDELITY WILL ATTACH AN EXHIBIT A PAGE FOR EACH REO PROPERTY]

                                Exhibit 1.01-B
                   ----------------------------------------
 
                             Form of Bill of Sale
 
                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                  BILL OF SALE
                                  ------------

          For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Fidelity Federal Bank, a Federal Savings Bank
("Seller"), does hereby sell and deliver unto
("Buyer"), all of Seller's right, title and interest in all of the tools,
equipment, supplies, inventory, fixtures and equipment not deemed or
constituting realty, as well as all furniture, furnishings, and all other like
items of personal property which as of the date hereof are located on or used
exclusively in connection with the real property described on Exhibit 1 attached
hereto, but expressly not including any personal property that may belong to any
tenant or property manager of such real property.

          IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of this
    day of        ,1994.

                                  SELLER:
                                  FIDELITY FEDERAL BANK,
                                  a Federal Savings Bank

                                  By:
                                  Its:

                                   Exhibit 1
                   ----------------------------------------
 
                               LEGAL DESCRIPTION
 
        [FIDELITY WILL ATTACH A LEGAL DESCRIPTION OF EACH REO PROPERTY]

                                Exhibit 1.01-C
                   ----------------------------------------
 
                                    Form of
                              Servicing Agreement
 
                 Loan and REO Purchase Agreement (Secondary)
                 --------------------------------------------

                          INTERIM SERVICING AGREEMENT
                          ---------------------------

     INTERIM SERVICING AGREEMENT entered into as of the    day of July, 1994,
between FIDELITY FEDERAL BANK, F.S.B., a federal savings bank (the "Seller"),
and                  , a          corporation (the "Purchaser").

     WHEREAS, the Seller and the Purchaser have entered into a Loan and REO
Purchase Agreement dated as of July , 1994 (the "Purchase Agreement") pursuant
to which the Seller has agreed to sell to the Purchaser, and the Purchaser has
agreed to purchase on a "servicing-released" basis, certain Mortgage Loans and
REO Properties, as identified in the Purchase Agreement;

     WHEREAS, the Purchaser has requested the Seller, and the Seller has
agreed, to service the Mortgage Loans and REO Properties on behalf of the
Purchaser during the term of this Agreement in accordance with the provisions
hereof; and

     WHEREAS, the parties desire to enter into this Agreement to set forth the
terms and conditions upon which the Seller shall service the Mortgage Loans and
the REO Properties;

     NOW, THEREFORE, the Seller and the Purchaser, hereby agree as follows:

     SECTION 1. DEFINITIONS.

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified in this Section:

     "Affiliate": With respect to any Person, any Person controlled by, in
control of or under common control with such Person. For purposes of this
definition, the term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of management and policies of a
Person, whether through ownership of common stock or partnership interest, by
contract or otherwise.

     "Agreement": This Interim Servicing Agreement between the Seller and the
Purchaser, including all exhibits, if any, as it may be amended from time to
time.

     "Closing Date": The date of this Agreement.

     "Collection Accounts": The accounts designated as Collateral Account A and
Collection Account B in Section 7 below.

     "Conversion Date": [October 31, 1994] or such other date as the parties
hereto shall agree to in writing.

     "New REO Property": Any Mortgaged Property which has been acquired by the
Seller on behalf of the Purchaser through foreclosure or by deed in lieu of
foreclosure after the Closing Date and prior to the Conversion Date in
connection with the servicing of a Mortgage Loan hereunder.

     "Mortgage Remittance Date": The tenth (10th) Business Day of each calendar
month commencing with the month following the month in which the Closing Date
occurs and ending with the month following the month in which the Conversion
Date occurs.

     "Remittance Period": The period commencing on the first day of a calendar
month and ending on the last day of such month; provided, however, that the
first Remittance Period shall commence on the Closing Date and end on the last
day of the month in which the Closing Date occurs and the last Remittance Period
shall end on the Conversion Date.

     "REO Remittance Date": The first (lst) day of the second calendar month
following the month in  which the Closing Date occurs, and the first day of each
calendar month thereafter, ending with the month following the month in which
the Conversion Date occurs, provided that if the first day of such month is not
a Business Day, then the next REO Remittance Date shall be the succeeding
Business Day.

     "REO Documents": The books and records in the possession or under the
control of the Seller relating to any REO Property or New REO Property that are
contained in, or of the same type as those contained in, the Investor's Review
File which are Loan Documents (except for correspondence not material to an
evaluation of the Asset and any privileged attorney-client documents or other
internal memoranda and reports), physical inspection reports, any Engineering
Structural Report, any title updates, current rent rolls, current operating
statements, copies of certificates of occupancy, if any, and copies of
construction contracts for any work performed during the past 24 months.

     "Reserve Amount": The amount that the Seller shall retain in the Collection
Accounts pursuant to Section 7 below that will not be disbursed to the Purchaser
until after the Conversion Date.

All capitalized terms used but not defined herein shall have the meanings set
forth in the Purchase Agreement. A list of the Mortgage Loans as of the date of
this Agreement is attached as Exhibit A hereto. A list of the REO Properties as
of the date of this Agreement is attached as Exhibit B hereto.

     SECTION 2.    TERM.

     The term of this Agreement shall commence on the Closing Date and shall
terminate on the Conversion Date. This Agreement shall terminate as to any
Mortgage Loan, REO Property or New REO Property that is transferred or assigned
by the Purchaser to any Person other than an Affiliate of the Purchaser, such
termination to be effective upon such transfer or assignment.

     SECTION 3.    RELATIONSHIP OF THE SELLER AND THE PURCHASER.

          (a) In performing its duties and obligations under this Agreement, the
Seller shall be an [independent contractor] and not an agent of the Purchaser.
This Agreement shall not be construed to create a partnership or joint venture
between the parties.

          (b) The Seller shall give representatives of the Purchaser reasonable
access at the Seller's premises, during normal business hours and on reasonable
advance notice, for the purpose of examining the Loan Documents and REO
Documents and shall, on reasonable advance notice, make reasonably available to
representatives of the Purchaser at the Seller's premises employees of the
Seller who are familiar with the Mortgage Loans, the REO Properties and the
Seller's servicing procedures relating to the Mortgage Loans and the REO
Properties for purposes of assisting in such examination. After the Conversion
Date, the Purchaser shall give representatives of the Seller reasonable access
at the Purchaser's premises, during normal business hours and on reasonable
advance notice, to the Loan Documents and REO Documents for the purpose of
reviewing documentation that was turned over to the Purchaser but which is
reasonably necessary for the Seller to review and copy in connection

                                       2

with determining tax positions or compliance with regulatory requirements or
other laws, in connection with litigation or for other similar purposes.

     SECTION 4.  RELEASE AND TRANSFER OF SERVICING; MORTGAGE
                 LOAN FILES AND REO PROPERTY ITEMS.

          (a) As set forth in the Purchase Agreement, the Mortgage Loans and the
REO Properties shall be sold and conveyed by the Seller to the Purchaser with
any obligation or right of the Seller to service the Mortgage Loans being
released and terminated as of the Closing Date. As of the Closing Date, all
rights, obligations, liabilities and responsibilities with respect to the
servicing of the Mortgage Loans and the REO Properties shall be assumed by the
Purchaser. Notwithstanding the foregoing in order to provide for the orderly
transition of servicing to the Purchaser, the Purchaser hereby hires the Seller
to service the Mortgage Loans and the REO Properties (by providing the services
contemplated by Sections 5 and 6 hereof) as the Purchaser's servicer during the
period beginning on the Closing Date and ending on the Conversion Date.

          (b)    Such servicing shall be performed in consideration of
the servicing compensation specified in Section 8 hereof. The Seller shall 
have no obligation to perform any servicing activities from and after the
Conversion Date and no obligation to perform any servicing activities prior to
the Conversion Date except as expressly provided herein.

          (c) In order to permit the Seller to perform its obligations
hereunder, notwithstanding Sections 2.03 and 2.04 of the Purchase Agreement, the
Loan Documents, REO Documents, keys and access devices, and other similar items
reasonably necessary to service the Assets shall be retained by the Seller as
custodian for the benefit of the Purchaser until the Conversion Date. The
Seller's responsibilities hereunder shall not include any verification that the
Loan Documents and REO Documents are complete. The Seller, to the extent
practicable, shall appropriately identify the Purchaser's interest in the
documents and the information on its computer records relating to the Mortgage
Loans, the REO Properties and the New REO Property.

     SECTION 5.    SERVICING ACTIVITIES.

          (a) During the term of this Agreement, the Seller shall service the
Mortgage Loans and the REO Properties on behalf of the Purchaser and in doing so
shall:

          (i) Service the Mortgage Loans, to the extent practicable, using the
same servicing procedures utilized by the Seller with respect to the Mortgage
Loans prior to the Closing Date. The Seller shall commence in the name of the
Purchaser and continue to prosecute for the benefit of the Purchaser existing
foreclosure or other similar proceedings as called for by the Seller's servicing
procedures, but only with the prior written consent of the Purchaser.
Notwithstanding the foregoing, if the Seller proceeds with a foreclosure
proceeding, unless otherwise directed by the Purchaser, the Seller shall not be
required to pursue a deficiency judgment against the related Mortgagor or any
other party liable on the related Mortgage Loan. All such actions described
above shall be performed at the Purchaser's sole cost and expense. Unless
otherwise specified herein, the Seller shall perform all services under this
Agreement in the same manner as if the Seller were performing the services for
its own account. Nothing herein shall alter the provisions of Section 2.11 of
the Purchase Agreement regarding the obligations of the Purchaser and the Seller
as set forth therein. The Seller shall be entitled to keep for its own account
any and all late fees and assumption fees collected from any Mortgagor or
assignee of a Mortgagor during the term of this Agreement.

                                       3

          (ii) Service the REO Properties, to the extent practicable, using the
same servicing and asset management procedures utilized by the Seller with
respect to the REO Properties prior to the Closing Date. The Seller shall
commence, in the name of the Purchaser, eviction actions and continue the
prosecution or defense, as the case may be, for the benefit of the Purchaser of
existing eviction and other actions with respect to the REO Properties as of the
Closing Date, unless the Purchaser specifically directs otherwise in writing
with respect to one or more REO Properties. All such actions described above
shall be performed at the Purchaser's sole cost and expense. In performing such
servicing the Seller will, to the extent practicable, either directly or through
an agent selected by the Seller, manage, conserve and protect each REO Property
in the same manner as if the Seller were performing such functions for its own
account unless otherwise specified herein. Notwithstanding the foregoing, in
view of the length of the term of this Agreement, the Seller shall not be
expected to engage in the development of the REO Properties or formulate a
business plan with respect thereto. The Seller will proceed to remedy any health
or safety violations or other emergency conditions with respect to REO Property
that come to the attention of the Seller. Except in connection with remedying
any such violations or emergency conditions, the Seller will, or will instruct
the property manager to, perform only routine maintenance and repairs, and will
not undertake capital expenditures in excess of $5,000, in any instance, without
the prior written consent of the Purchaser.

          (iii) On each REO Remittance Date, provide to the Purchaser reports on
the REO Property substantially in the form as is customarily generated by or on
behalf of the Seller for real property owned by the Seller. On each Mortgage
Remittance Date, provide to the Purchaser reports on the Mortgage Loans in such
form as is customarily generated by or on behalf of the Seller for mortgage
loans serviced by the Seller for others.

          (iv) Keep and maintain, in accordance with its customary practices in
connection with the Mortgage Loans and its customary servicing procedures in
connection with the REO Properties, complete and accurate records of (x) all
funds (if any) accepted with respect to the Mortgage Loans and advanced by the
Seller with respect to the Mortgage Loans and (y) all funds (if any) accepted or
advanced by the Seller with respect to the REO Properties during the term of
this Agreement.

          (v) Make all required disbursements from Escrow Funds (as defined in
the Agreement), if any, and advance funds, subject to reimbursement pursuant to
Section 7 below, if the Escrow Funds are insufficient.

          (vi) If so directed by the Purchaser, use its best efforts to comply,
on behalf of the Purchaser, with federal and state income tax reporting relating
to the Mortgage Loans, including obligations with respect to Forms 1098 and 1099
and back-up withholding.

          (vii) Make diligent efforts to maintain at the Purchaser's expense,
insurance which the Purchaser instructs the Seller in writing to maintain on
Purchaser's behalf, with respect to the Mortgaged Property, the REO Properties
and the New REO Property to the extent practicable. Notwithstanding the
foregoing, the Purchaser acknowledges its obligation to insure the REO
Properties from and after the Closing Date, and hereby covenants and agrees to
add the Seller as an additional insured on all liability policies with respect
to occurrences that take place while this Agreement is in effect. The Purchaser
hereby indemnifies and agrees to defend the Seller against any and all Claims
that result as a breach of the agreement in the preceding sentence. The
foregoing indemnification shall survive any termination of this Agreement.

                                       4

          (b) Notwithstanding anything to the contrary contained herein, the
Seller may not modify, waive, alter, cancel, subordinate or accept satisfaction
of any Mortgage Loan (other than through payment in accordance with the terms
thereof) without the prior written consent of the Purchaser. Notwithstanding the
foregoing, the Seller shall review and analyze proposals for work-outs and/or
restructurings of the Mortgage Loans. The Seller shall continue, without the
need for further consent, to negotiate and/or consummate Pending Loan
Modifications. In addition, the Seller may enter into any forbearance agreements
with a term of not more than four months with the related Mortgagor or other
party liable on the related Mortgage Loan without the prior approval or consent
of the Purchaser, unless otherwise directed in writing by the Purchaser. In the
event the Seller believes a work-out and/or restructuring proposal would be in
the best interest of the Purchaser, the Seller shall present such proposal to
the Purchaser and the Purchaser shall review and make a determination with
respect to such proposal within a reasonable time. The Purchaser's failure to
act within ten Business Days after receipt of any notice or request for a
decision hereunder shall be deemed to constitute approval of the proposal
presented to the Purchaser. The Seller shall have no responsibility for any
adverse consequences of the Purchaser's failure to make a timely decision or the
outcome of the workout or restructuring, whether approved by the Purchaser or
deemed approved hereunder.

          (c)    The servicing responsibilities of the Seller hereunder shall
not include (A) the verification as to whether (i) there has been any breach by
the Seller of any of the representations and warranties contained in Article III
of the Purchase Agreement or (ii) the Seller has failed to deliver any document
described in Section 2.03 or Section 2.04 of the Purchase Agreement, (B)
recordation of deeds, assignments of mortgage or any other documentation
transferring the Mortgage Loans, the REO Properties and the New REO Properties
to the Purchaser or (C) delivery of notices to counsel or responsibility for
managing ongoing litigation, except as specifically provided herein, pursuant to
Section 2.11 of the Purchase Agreement.

     SECTION 6.    TITLE AND MANAGEMENT OF NEW REO PROPERTY.

          (a)    In the event a New REO Property is acquired, the deed,
certificate of sale or other instrument of conveyance or assignment shall be
taken in the name of the Purchaser or any Person previously designated by the
Purchaser in a written notice to the Seller.

          (b) In the event that a New REO Property is acquired, the Seller shall
provide asset management services with respect to the New REO Property,
including recommendations as to curing any health and safety violations and
identifying any other imminently needed deferred maintenance and repairs to the
New REO Property). The Seller shall, either directly or through an agent or
Affiliate selected by the Seller, manage, conserve and protect such New REO
Property at the expense of the Purchaser in the same manner as the Seller
operates, manages, conserves and protects such properties for its own account,
subject to the same limitations as set forth in the last sentence of Section
5(a)(ii) above.

     SECTION 7.    COLLECTIONS; EXPENSES; REMITTANCES.

          (a)    All revenues accepted and fees received during the term hereof
with respect to the Mortgage Loans and the REO Properties (and all revenues
accepted with respect to any New REO Property), if any, shall be deposited in
one of two separate non-interest bearing demand deposit accounts at the Seller
in the name and for the benefit of the Purchaser (the "Collection Accounts").
The revenues accepted and fees received (other than those belonging to the
Seller pursuant to other provisions of this Agreement), shall be deposited in
Collection Account A, if derived from the Mortgage Loans, and Collection

                                       5

Account B, if derived from the REO Property or the New REO Property. On each
Mortgage Remittance Date, except as otherwise provided in this Section 7, all
such funds on deposit in Collection Account A shall be remitted to the Purchaser
except for funds which belong to the Seller pursuant to Section 2.07 or 2.09 of
the Purchase Agreement, and except that the Seller shall retain in Collection
Account A an amount sufficient to maintain a balance after making the
disbursements set forth below on the Mortgage Remittance Date of [$        ](the
"Reserve Amount"). To the extent that the funds in Collection Account B are
insufficient on the REO Remittance Date to pay or reimburse to the Seller the
sum of all unreimbursed Servicing Advances and servicing fees incurred or earned
through the end of the related Remittance Period, the Seller shall be entitled
to distribute to the Seller such amounts on the REO Remittance Date from
Collection Account A.

          (b) The Seller shall be entitled to reimbursement of all out-of-pocket
costs and expenses incurred by it or on its behalf in providing the services
described in this Agreement (including, but not limited to, costs of foreclosure
(including without limitation the trustees fees and costs incurred using the
services of Gateway Mortgage Corporation, an Affiliate of the Seller), expenses
incurred for maintenance, repairs, replacements and restorations, fees of
attorneys, collection agencies, appraisers or consultants (other than employees
of the Seller), costs incurred to obtain documents or information other than
those required to be delivered under the Purchase Agreement, costs of
appraisals, credit reports and document preparation, title reports, title
commitments, tax services, recording fees, claims filing fees, inspections
incident to evaluation of Mortgaged Properties, REO Properties or New REO
Property, condominium association fees, environmental or structural reports,
assessments, real estate and other taxes, mortgage insurance or hazard
insurance, property management fees (other than for services performed by the
Seller) and related costs, advertising and items similar to any of the
foregoing. Any amounts that the Seller advances to cover such servicing expenses
shall be referred to as "Servicing Advances." The Seller shall also be entitled
to receive its reasonable costs and expenses for the preparation of corrective
documents such as assignments and deeds.

          (c)    On each Mortgage Remittance Date the Seller shall disburse
amounts held in Collection Account A payable as follows:

          first, to the Seller, in an amount equal to all unreimbursed Servicing
Advances;

          second, to the Seller, in an amount equal to all servicing fees
relating to servicing the Mortgage Loans, as described in Section 8 below,
applicable in respect of the preceding Remittance Period and all unpaid
servicing fees, whether for servicing of Mortgage Loans or REO Properties, from
prior Remittance Periods;

          third, after retaining the Reserve Amount in Collection Account A, the
remainder to the Purchaser.

          (d)    On each REO Remittance Date the Seller shall disburse amounts
held in Collection Account B payable as follows:

          first, to the Seller, in an amount equal to all unreimbursed Servicing
Advances;

          second, to the Seller, in an amount equal to all servicing fees
relating to servicing the REO Properties, as described in Section 8 below,
applicable in respect of the preceding Remittance Period and all unpaid
servicing fees, whether for servicing of Mortgage Loans or REO Properties, from
prior Remittance Periods;

          third, the remainder to the Purchaser.

                                       6

          (e)    In the event the funds in Collection Account A or Collection
Account B on any Mortgage Remittance Date or REO Remittance Date, as the case
may be, are insufficient to pay or reimburse to the Seller the sum of all
unreimbursed Servicing Advances and applicable servicing fees incurred or earned
through the end of the related Remittance Period, the Seller shall be entitled
to deduct the amount of the insufficiency from either Collection Account, if the
funds in such Collection Account are sufficient therefor. If there are not
sufficient funds to make such deduction and maintain the Reserve Amount in
Collateral Account A, then the Seller shall indicate in its monthly report to
the Purchaser the amount of such insufficiency, which the Purchaser shall be
obligated to pay as specified in paragraph (f) below.

          (f)    The Purchaser shall be obligated to reimburse the Seller for
all of the Servicing Advances made by the Seller and to pay to the Seller all
servicing fees due in connection with the servicing of the Mortgage Loans; the
REO Properties and the New REO Property. In the event that the Purchaser
receives a notice of insufficiency in the Collateral Accounts as described in
paragraph (e) above, the Purchaser shall remit to the Seller the amount of such
insufficiency no later than the tenth day after receiving the Seller's
statement. Subsequent to the Conversion Date, the Seller shall submit statements
to the Purchaser for reimbursement of servicing advances made by the Seller
during the term of this Agreement, for which the Seller was not billed until
subsequent to the Conversion Date or the Purchaser was not billed. The Purchaser
shall reimburse the Seller within ten days of receipt of such statement. On the
Conversion Date, the Purchaser shall reimburse the Seller for the full amount of
any such unreimbursed servicing advances made by the Seller as of such date. Any
remaining funds in the Collection Accounts shall be remitted by the Seller to
the Purchaser as soon as practicable after the Conversion Date, but in no event
sooner than thirty (30) days thereafter, once the Seller has received all bills
for which it is to be reimbursed from the Collection Accounts and all reports
from property managers of the REO Properties.

     SECTION 8.    SERVICING FEES.

          (a) In consideration of the servicing of the Mortgage Loans and the
REO Properties by the Seller pursuant to this Agreement, the Purchaser shall pay
to the Seller annual servicing fees, divided into twelve equal monthly
installments, as follows: with respect to fixed rate performing loans, an amount
equal to 25 basis points; with respect to adjustable rate performing loans, an
amount equal to 37.5 basis points; with respect to nonperforming loans, whether
fixed rate or adjustable rate, 50 basis points (provided that any loan which is
more than 30 days delinquent, and any loan which is being worked out shall be a
nonperforming loan); with respect to each REO Property, 125 basis points. [The
basis points will be determined with reference to the Mortgage Loan Principal
Balance of Record or REO Principal Balance of Record of each Mortgage Loan or
REO Property under the Purchase Agreement, less any principal reductions
subsequently made on the Mortgage Loans.] The initial installment of the
servicing fees shall accrue as of the Closing Date. Such fees shall be credited
to the Seller during the Remittance Period in which they are earned. The number
of Mortgage Loans, REO Properties and New REO Properties for which the servicing
compensation shall be paid shall be determined as of the first day of each
month, and such servicing compensation shall be prorated on a daily basis (based
on 12 equal 30-day months) for any month in which the Seller acts as the
Purchaser's servicer for only a portion of such month.

          (b) As additional compensation for its services hereunder, the Seller
shall be entitled to a work-out analysis fee in the amount of $500 per
application on the terms and conditions described below. Such work-out fee shall
be payable by the Purchaser to the Seller each time a completed work-out,
modification or restructuring application is received and reviewed by the
Seller. Such fee shall be payable by the Purchaser regardless of whether the

                                       7

work-out, modification or restructuring contemplated by such application is
approved by the Purchaser or is actually consummated.

          (c) With respect to any other services which the Seller renders at the
request of the Purchaser, which such services are not otherwise covered by this
Agreement, the Seller and the Purchaser shall determine in advance the fee for
which the Purchaser shall be responsible. Such services may include such tasks
as performing site inspections after seismic events and the like.

     SECTION 9. PURCHASER ASSISTANCE.

     The Purchaser shall at its expense do any and all things reasonably
required by the Seller to enable the Seller to render the services hereunder.
The Purchaser shall be solely responsible for the cost of any conversion or data
processing required by the Purchaser, including without limitation, the
allocated cost of the Seller's personnel involved in such conversion or data
processing.

     SECTION 10. NOTICE TO MORTGAGORS.

     The Purchaser acting by itself or through a designee (which may include the
Seller) shall, on notice to the Seller, and at its own expense, notify each
Mortgagor of the sale of the related Mortgage Loan, of the transfer of the
servicing in respect thereof to the Purchaser, of the new address to which
payments on the Mortgage Loans shall be sent after the Conversion Date and of
any other pertinent information related to the purchase of the Mortgage Loans
and the related servicing by the Purchaser and other matters set forth herein.
The Seller may elect to join in any such notice sent by the Purchaser respecting
the transfer of servicing on the Conversion Date.

     SECTION 11. DELIVERY OF LOAN DOCUMENTS AND REO DOCUMENTS

     On or before the Conversion Date, the Seller shall, at the Purchaser's sole
cost and expense, deliver the Loan Documents and REO Documents and the keys and
other access devices along with any additional documents relating to the
servicing of the Mortgage Loans and the REO Properties generated during the term
hereof to the Purchaser or its designee which shall be provided by the Purchaser
in writing.

     SECTION 12. SUBCONTRACTORS.

     The Seller shall be permitted to employ subcontractors (including
Affiliates) to perform the servicing hereunder, provided that the Seller shall
be responsible for the performance of all services and for all other
obligations hereunder.

     SECTION 13. LIMITATION OF LIABILITY; INDEMNITY.

          (a) Neither the Seller, its Affiliates nor any of their respective
directors, officers, employees or agents of the Seller shall have any liability
to the Purchaser for any action taken or for refraining from taking any action
in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Seller or any such person
against any liability arising out of or resulting from gross negligence, willful
misfeasance or bad faith in the performance of duties under this Agreement. The
Seller, its Affiliates and any respective director, officer, employee or agent
of the Seller may rely in good faith on any document of any kind which, on its
face, was properly executed and submitted by any person respecting any matters
arising under this Agreement. Without limiting the

                                       8

generality of the foregoing, the Seller shall not be liable to the Purchaser,
with respect to action taken, or for refraining from taking of any action, with
respect to any Mortgage Loan, REO Property or New REO Property at or in
conformity with the directions of the Purchaser, or for any liability caused by
or resulting from a delay occasioned by the Purchaser or for any liability
incurred by reason of any action or inaction of the Purchaser.

          (b) The Purchaser shall indemnify and hold the Seller, its Affiliates
and their respective directors, officers, employees and agents harmless from and
against any claim (including but not limited to, claims brought by any
Mortgagor), loss, liability, damage or expense (including, but not limited to,
reasonable attorneys' fees, disbursements and court costs and any such fees,
disbursements and court costs incurred by or asserted against it or them in any
way relating to or arising out of or in establishing liability under this
indemnity or in collecting the amounts payable under this indemnity) arising out
of or resulting from this Agreement or the performance of the Seller's duties
under this Agreement, other than any claim, loss, liability, damage and expense
incurred by reason of the gross negligence, willful misfeasance or bad faith in
performance of the Seller's duties under this Agreement. The foregoing
indemnification shall survive any termination of this Agreement.

          (c) The Seller may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
request, instructions, certificate, opinion or other document furnished to the
Seller, believed by the Seller to be genuine and to have been signed or
presented by the proper party or parties and conforming to the requirements of
this Agreement. The Seller shall have no liability for any actions taken in
reliance upon the advice of counsel.

     SECTION 14. MISCELLANEOUS.

          (a) Each party shall, upon the other's request, execute, acknowledge
and deliver all such further documents and instruments as may be reasonably
required or reasonably advisable to consummate the transactions provided for or
contemplated by this Agreement.

          (b) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of California, United States of America.
Each of the parties hereto hereby irrevocably (i) submits to the non-exclusive
jurisdiction of the courts of the State of California and the federal courts of
the United States of America for the Central District of Southern California for
the purpose of any action or proceeding relating to this Agreement; (ii) waives,
to the fullest extent permitted by law, the defense of an inconvenient forum in
any action or proceeding in any such court; (iii) agrees that a final judgment
in any action or proceeding in any such court shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; and (iv) consents to service of process upon it by mailing a
copy thereof by certified mail addressed to it as provided for notices
hereunder.

          (c) Neither party to this Agreement (or employee or agent under its
control) shall without the prior written consent of the other disclose to any
third party any information regarding the Seller and its Affiliates, this
Agreement and the terms hereof or the transactions contemplated herein, except
to the extent that such disclosure is (i) required to effect the transactions
contemplated herein, (ii) required by law or regulation (iii) necessary to
permit the audit of the accounts of a party hereto or (iv) made in order to
initiate, defend or otherwise pursue legal proceedings between the parties
regarding this Agreement or the transactions contemplated hereby.

                                       9

          (d)    Any notices or other communications between the parties hereto
permitted or required hereunder shall be in writing and shall be personally
delivered or mailed by registered mail, postage prepaid, and return receipt
requested or transmitted by telex, telegraph or facsimile and confirmed by a
similar mailed writing, to the following addresses or such other address as may
hereafter be furnished in writing:

             (i)    In the case of the Seller,

                    Fidelity Federal Bank, F.S.B. 
                    4565 Colorado Boulevard
                    Los Angeles, California 90039
                    Facsimile: (818) 549-3002

                    Attention:     James F. Barnett
                                          Senior Vice President
                                          Credit Administration

                    with a copy to:

                    Fidelity Federal Bank, F.S.B.
                    Legal Department
                    600 N. Brand Boulevard
                    Glendale, California 91209
                    Facsimile: (818) 549-3773

                    Attention:    Fred I. Fox, Esq.

             (ii)   In the case of the Purchaser,

                    with a copy to:

Notices shall be effective on receipt. The Purchaser shall designate in writing
the name of the person at the Purchaser responsible for and to be contacted in
connection with investor reporting, and all such reports shall be forwarded by
the Seller to the designated person thereafter in lieu of the addressee provided
above.

          (e) If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, the
invalidity of any such covenant, agreement, provision or term of this Agreement
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

          (f)    The exhibits to this Agreement, if any, are hereby incorporated
and made a part hereof and are an integral part of this Agreement

                                       10

          (g) This Agreement may be amended, supplemented, cancelled or
extended, and the terms hereof may be waived, only by a written instrument
signed by authorized representatives of the parties hereto or, in the case of a
waiver, by an authorized representative of the party waiving compliance.

          (h) This Agreement is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any person or entity other than the parties hereto.

          (i)    This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns; provided,
however, that (i) notwithstanding any assignment by the Purchaser or the Seller,
such party shall remain liable for its obligations hereunder and (ii) the
Purchaser shall not assign its rights under this Agreement without the prior
written consent of the Seller.

          (j)    All section titles or captions contained in this Agreement or
in any exhibit annexed hereto or referred to herein are for convenience only,
shall not be deemed a part of this Agreement and shall not affect the meaning or
interpretation of this Agreement.

          (k) This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

          (1)    This Agreement (including any exhibits annexed hereto or
referred to herein) contains the entire agreement between the parties with
respect to the transactions contemplated hereby and supersedes all prior
agreements, written or oral, with respect thereto.

     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                              FIDELITY FEDERAL BANK, F.S.B.

                              By:

                              Name:

                              Title:

                              [PURCHASER]

                              By:

                              Name:

                              Title:

                              11

                                                                   EXHIBIT 10.12
 
                            DEPOSIT ESCROW AGREEMENT
                            ------------------------

      This Escrow Agreement is made as of July 13, 1994 among EMC MORTGAGE
CORPORATION (the "Depositor"), FIDELITY FEDERAL BANK (the "Beneficiary") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Morgan"), as Deposit Escrow Agent
hereunder (the "Deposit Escrow Agent").

      1. Escrow Account. The Depositor and the Beneficiary have entered into
         --------------
that certain Loan and REO Purchase Agreement (Secondary) dated as of July 13,
1994 (the "Purchase Agreement"), and have delivered to the Deposit Escrow Agent
a copy of such executed Purchase Agreement. The Depositor has agreed to deliver
to the Deposit Escrow Agent on July 13, 1994, in escrow pursuant to the terms
hereof, the sum of Three Million, Ninety-Two Thousand, Three Hundred Twelve
Dollars ($3,092,312) as the "Deposit" thereunder and hereunder. The Deposit
Escrow Agent agrees to accept said Deposit and to establish and maintain a
separate non-interest bearing escrow account therefor and for investments and
reinvestments thereof (the "Escrow Account") pursuant to the terms hereof. Upon
written notice from the Depositor or the Beneficiary in accordance with Section
3 below, the Deposit Escrow Agent shall liquidate the Escrow Account and pay the
net proceeds of the Escrow Account to the Beneficiary or as the Beneficiary
shall direct or to the Depositor or as the Depositor shall direct, as
applicable.

      2. Investment. The Deposit Escrow Agent agrees to invest and reinvest the
         ----------
Escrow Account within two business days after receipt of written instructions
signed by a person identified in Exhibit A hereto and specifying the exact
investment or reinvestment to the satisfaction of the Deposit Escrow Agent, only
in one or more of the following investments (the "Obligations") at the time of
investment:

        (i) Direct obligations of, or obligations the principal of and interest
            on which are unconditionally guaranteed by, the United States of
            America; or

       (ii) Repurchase Agreements involving Obligations listed in (A) above; or

      (iii) Certificates of Deposit issued, or day of deposit to day of
            withdrawal interest bearing accounts offered, by any bank, trust
            company or national banking association having capital stock,
            surplus and undivided profits not less than $50,000,000 as
            indicated in its most recently published statement of condition; or

       (iv) Money Market Investment Options identified in Exhibit B hereto; or

        (v) Such other investment as the Depositor, the Beneficiary and the
            Deposit Escrow Agent may agree in writing.

      Investments may be made in Obligations of Morgan or any affiliate of
Morgan. The Deposit Escrow Agent may purchase Obligations through Morgan and its
affiliates and Morgan and its affiliates may retain any charges or commissions
customarily imposed for such purchases as if

 
Morgan were not Deposit Escrow Agent hereunder. If the Deposit Escrow Agent
determines that any investment instruction is not satisfactory to it, the
Deposit Escrow Agent will use reasonable efforts to obtain a satisfactory
investment instruction in lieu thereof. Interest and other earnings on the
Obligations shall be added to the Escrow Account. Any loss incurred from an
investment, including without limitation market loss resulting from early
liquidation of and all costs of investment or liquidation, including without
limitation all withholding and other taxes, will be borne by the Escrow Account.
The Depositor and the Beneficiary agree to furnish to the Deposit Escrow Agent
upon execution of this agreement and as subsequently required all appropriate
U.S. tax forms and information in order for the Deposit Escrow Agent to comply
with U.S. tax regulations. The Depositor agrees that any income earned on the
Escrow Account will be reported as calendar year income to the U.S. IRS for the
Depositor's account and shall be subject to any applicable withholding taxes.

      No Obligation shall have a final maturity which exceeds July 29, 1994,
provided that on and after July 29, 1994, the Deposit Escrow Agent may invest
and reinvest the Escrow Account in Obligations having a maturity of one day; and
provided further that investments in Money Market Investment Options defined in
Exhibit B hereto and deposits in a day of deposit to day of withdrawal interest
bearing account shall be deemed to have a maturity of one day.

      3.  Disbursement of Escrow Account.
          ------------------------------ 

      The net proceeds of the Escrow Account shall be paid in accordance with
the provisions of Sections 2.01 and 6.08 of the Purchase Agreement, which
Sections of the Purchase Agreement (and the definitions of the capitalized terms
used in such Sections) are hereby incorporated by reference as though fully set
forth in this Section 3. Capitalized terms used in this Section 3 and not
otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Purchase Agreement. In order to effect the provisions of this
Section 3:

      (i) If the Deposit Escrow Agent receives notice from the Beneficiary
stating that the Depositor has breached the Purchase Agreement, or that the
purchase and sale of the Assets contemplated in the Purchase Agreement has not
closed by the Closing Date as a result of a breach of the Purchase Agreement by
the Depositor or the Depositor's failure to satisfy a condition precedent to the
Closing, and such notice is not signed by the Depositor, then the Deposit Escrow
Agent shall immediately notify the Depositor of the receipt thereof and if
within two business days of delivery of such notice to the Depositor the Deposit
Escrow Agent has not been notified by the Depositor that the Depositor disputes
such notice then the Deposit Escrow Agent shall, not later than the following
day, pay to the Beneficiary in immediately available funds by wire transfer to
the account specified by the Beneficiary, the full amount of the Deposit
including all interest earned thereon to the date of payment;

      (ii) If the Deposit Escrow Agent receives notice from the Depositor
stating that the purchase and sale of the Assets contemplated in the Purchase
Agreement has not closed by the Closing Date as a result of a breach of the
Purchase Agreement by the Beneficiary or the Beneficiary's failure to satisfy a
condition precedent to the Closing, and such notice is also signed by the
Beneficiary, then the Deposit Escrow Agent shall, not later than the following
day, repay to the Depositor in immediately available funds by wire transfer to
the account specified by the

                                       2

Depositor, the full amount of the Deposit including all interest earned thereon
to the date of repayment;

      (iii) If the Deposit Escrow Agent receives notice from the Depositor
stating that the purchase and sale of the Assets contemplated in the Purchase
Agreement has not closed by the Closing Date as a result of a breach of the
Purchase Agreement by the Beneficiary or the Beneficiary's failure to satisfy a
condition precedent to the Closing, and such notice is not signed by the
Beneficiary, then the Deposit Escrow Agent shall immediately notify the
Beneficiary of the receipt thereof and if within two business days of delivery
of such notice to the Beneficiary the Deposit Escrow Agent has not been notified
by the Beneficiary that the Beneficiary disputes such notice then the Deposit
Escrow Agent shall, not later than the following day, repay to the Depositor in
immediately available funds by wire transfer to the account specified by the
Depositor, the full amount of the Deposit including all interest earned thereon
to the date of repayment;

      (iv) Any disputes of which the Deposit Escrow Agent has notice prior to
the payment or repayment of the Deposit in accordance with this Section 3 shall
be subject to Section 4(d) of this Agreement.

      4.  The Deposit Escrow Agent.
          ------------------------ 
      (a) The Depositor and the Beneficiary agree jointly and severally to
indemnify, defend, and hold the Deposit Escrow Agent harmless against all
losses, liabilities and expenses (including reasonable attorney's fees and
expenses), arising out of or in connection with this Agreement or any
transaction related hereto, except to the extent that any such loss, liability,
or expense results from the gross negligence or willful misconduct of the
Deposit Escrow Agent. The foregoing indemnities shall survive the resignation of
the Deposit Escrow Agent and the termination of this Agreement.

      (b) The Deposit Escrow Agent's duties are only such as are specifically
provided herein, and the Deposit Escrow Agent shall incur no fiduciary or other
liability whatsoever to the Depositor or the Beneficiary, or any other person,
except to the extent the Depositor or the Beneficiary incur loss or liability
due to the Deposit Escrow Agent's gross negligence or willful misconduct. The
Deposit Escrow Agent may consult with counsel and shall be fully protected in
any action taken in good faith in accordance with such advice. The Deposit
Escrow Agent may rely and shall be fully protected in acting upon any written
instructions given to it hereunder and believed by it to have been properly
executed. The Deposit Escrow Agent shall not be liable for interest on the
Escrow Account.

      (c) The Depositor agrees to pay the Deposit Escrow Agent, annually in
advance, as compensation for the ordinary administrative services to be rendered
hereunder, a fee of $4,500 per year, or any part thereof, from and after the
date first written above payable on the execution of this agreement and on each
anniversary of the date first written above. The Deposit Escrow Agent's claim
for such fees and expenses and for its indemnities provided in Section 4(a)
shall constitute a first lien against the Escrow Account.

                                       3

      (d) It is understood and agreed that should any dispute arise with respect
to the payment and/or ownership or right of possession of the Escrow Account,
the Deposit Escrow Agent may retain in its possession, without liability to
anyone, all or any part of said Escrow Account until such dispute shall have
been settled either by agreement of the parties to such dispute or by the final
order, decree or judgment of a court or other tribunal of competent jurisdiction
in the United States after the time for appeal has expired and no appeal has
been perfected. The Deposit Escrow Agent shall be under no duty whatsoever to
institute or defend any such proceedings. The Deposit Escrow Agent may turn over
all or any part of the Escrow Account to or upon instruction of such court or
tribunal, without liability to any person, in the case of any such dispute.

      (e) The Deposit Escrow Agent may resign at any time by giving written
notice thereof to the Depositor and the Beneficiary. Such resignation shall
become effective when a successor Deposit Escrow Agent shall have been appointed
by the Depositor and shall have accepted such appointment in writing. If an
instrument of acceptance by a successor Deposit Escrow Agent shall not have been
delivered to the Deposit Escrow Agent within 30 days after the giving of such
notice of resignation, the Deposit Escrow Agent's duties hereunder are limited
to holding the Escrow Account without further reinvestment and disposing of the
Escrow Account as directed jointly by the Depositor and the Beneficiary. The
resigning Deposit Escrow Agent may at the expense of the Depositor petition any
court of competent jurisdiction, including without limitation the Supreme Court
of the State of New York, for the appointment of a successor Deposit Escrow
Agent and may turn over the Escrow Account to such successor Deposit Escrow
Agent.

      (f) Morgan and its affiliates may, without having to account therefor to
any person, accept deposits from, extend credit (on a secured or unsecured
basis) to and generally engage in any kind of banking, trust or other business
with the Depositor or the Beneficiary or any of their affiliates as if it were
not acting as the Deposit Escrow Agent, and may accept fees and other
consideration for services in connection with this Agreement or otherwise
without having to account for the same to any person.

      5. Notices. Any notice, consent, request or instruction to be given in
         -------
connection with this Agreement shall be in writing and shall be sent by
certified mail, postage prepaid, or telecopied (tested by telephonic
confirmation of receipt) or delivered:

      (i) if to the Deposit Escrow Agent, to: 
    
          Morgan Guaranty Trust Company of New York 
          60 Wall Street, 36th Floor 
          New York, New York 10260
          Attention: Corporate Trust Administration 
          Telecopier: (212) 648-5103
          Telephone:  (212) 648-9261

                                       4

      (ii)  if to the Depositor, to

            EMC Mortgage Corporation
            222 West Las Colinas Boulevard
            Irving, Texas 75039
            Attention: Edward Raice and Ralene Ruyle
            Telecopier:  (214)  444-2880
            Telephone:   (214)  444-2800

                          and
  
     (iii)  if to the Beneficiary, to
            Fidelity Federal Bank
            600 N. Brand Avenue
            Glendale, California 91209
            Attention:  Legal Department and Richard Greenwood
                                         ---                  
            Telecopier:   (818)  549-3773
            Telephone:    (818)  549-3693

      6. Miscellaneous. This Agreement may be amended only in writing, signed by
         -------------
the parties hereto. It expresses the entire understanding of the parties hereto.
No third party shall benefit from or be entitled to enforce any provision
hereof. No party shall assign its rights or duties hereunder except by operation
of law. This Agreement shall be construed in accordance with the laws of the
State of New York. It may be executed in several counterparts, each one of which
shall constitute an original, and all collectively shall constitute but one
instrument.

                                       5

      IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement
as of the date first written above.

ATTEST:                                EMC MORTGAGE CORPORATION., 
                                       Depositor
[SEAL]

__________________________________     By:   /s/  JONATHAN ILANY  
                                          --------------------------------------
Name:                                  Name: Jonathan Ilany
Title:                                 Title: Senior Executive Vice President

ATTEST:                                FIDELITY FEDERAL BANK, Beneficiary

[SEAL]

__________________________________     By:   /s/  GODFREY B. EVANS
                                          --------------------------------------
Name:                                  Name: Godfrey B. Evans
Title:                                 Title: Executive Vice President & 
                                              General Counsel

ATTEST:                                MORGAN GUARANTY TRUST
                                       COMPANY OF NEW YORK, as Deposit
                                       Escrow Agent
[SEAL]

__________________________________     By:   /s/  NORMA R. PANE
                                          --------------------------------------
Name:                                  Name: Norma R. Pane
Assistant Secretary                    Title: Vice President

                                       6

                                   Exhibit A
                                   ---------

               Persons authorized to sign investment instructions
  
     Name and Title                                   Signature

          Jonathan Ilany                            /s/ JONATHAN ILANY
- - -------------------------------------     --------------------------------------
  SENIOR EXECUTIVE VICE PRESIDENT

           Edward Raice                             /s/ EDWARD RAICE
- - -------------------------------------     --------------------------------------
             President

           David Lehman                             /s/ DAVID LEHMAN
- - -------------------------------------     --------------------------------------
      Chief Executive Officer

The undersigned Secretary/Assistant Secretary of the corporation identified as
the Depositor in the Deposit Escrow Agreement to which this certificate is
Exhibit A hereby certifies that the above named persons are authorized to give
investment instructions and that the title and signature of each is such
person's true title and signature.

                                                /s/ UNIDENTIFIED SIGNATURE
                                          --------------------------------------
                                               Secretary/Assistant Secretary

                                       7

                                   Exhibit B
                                   ---------

                        Money Market Investment Options

Money Market Fund Name                  Portfolio Asset Mix
- - ----------------------                 -------------------

Federated Trust for U.S. Treasury       U.S. Treasury Direct Obligations
Obligations   

- - --------------------------------------------------------------------------------
The Pierpont (JP Morgan) Money          U.S. Government and agency obligations,
Market Fund                             commercial paper, bakers' acceptances,
                                        certificates of deposit, corporate bonds

- - --------------------------------------------------------------------------------
Federated Short Term U.S. Government    Off-shore money market fund for non-
Securities                              resident aliens of the U.S. investing in
                                        obligations of the U.S. Government 
                                        and its agencies

                                       8

                                                                   EXHIBIT 10.13

                                                  EXECUTION COPY:  July 21, 1994

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

                             FIDELITY FEDERAL BANK,
                                     Seller

                                      and

             INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION,
            FARALLON CAPITAL PARTNERS, L.P., TINICUM PARTNERS, L.P.
                        AND ESSEX MANAGEMENT CORPORATION
                                   Purchaser

                  LOAN AND REO PURCHASE AGREEMENT (SECONDARY)
                           Dated as of July 21, 1994

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                                                       
ARTICLE I        DEFINITIONS...............................................  1

     Section 1.01    Defined Terms.........................................  1

ARTICLE II       SALE AND CONVEYANCE OF ASSETS.............................  8

Section 2.01         Purchase and Sale of Assets...........................  8
Section 2.02         Servicing.............................................  9
Section 2.03         Delivery of Mortgage Loan Assets......................  9
Section 2.04         Delivery of REO Assets................................ 10
Section 2.05         Recordation of Assignments and Deeds; Transfer Taxes.. 11
Section 2.06         Risk of Loss; Insurance............................... 12
Section 2.07         Allocation of Mortgage Loan Payments.................. 12
Section 2.08         Escrow Balances....................................... 13
Section 2.09         Apportionments........................................ 13
Section 2.10         Payment of Expenses................................... 15
Section 2.11         Legal Proceedings..................................... 15
Section 2.12         Unreimbursed Advances................................. 16
Section 2.13         Pending Loan Modifications............................ 16
Section 2.14         Delinquent Real Estate Taxes and Assessments.......... 16
Section 2.15         Continuing Cooperation; Subsequent Documentation...... 16

ARTICLE III      REPRESENTATIONS AND WARRANTIES OF THE SELLER.............. 17

Section 3.01         General Representations and Warranties of the Seller.. 17
Section 3.02         Representations and Warranties as to the Mortgage
                     Loans................................................. 18
Section 3.03         Representations and Warranties as to the REO
                     Properties............................................ 20

ARTICLE IV       REPRESENTATIONS, WARRANTIES AND COVENANTS OF
                 THE PURCHASER............................................. 21

Section 4.01         Representations and Warranties of the Purchaser....... 21

ARTICLE V        SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS
                 CONCERNING STRUCTURAL DEFECTS AND ENVIRONMENTAL HAZARDS;
                 REMEDIES.................................................. 24

Section 5.01         Structural Defects.................................... 24
Section 5.02         Environmental Hazards................................. 24
Section 5.03         Certificate of Structural Defect...................... 25
Section 5.04         Certificate of Environmental Hazard................... 25
Section 5.05         Limitations........................................... 25

                  Loan and REO Purchase Agreement (Secondary)
                                       i

 
 
                                                                            Page
                                                                            ----
                                                                      
Section 5.06         Seller's Options...................................... 26
Section 5.07         Environmental Risks................................... 27
Section 5.08         Purchaser's Release of Seller......................... 27

ARTICLE VI       REMEDIES.................................................. 28

Section 6.01         Breach of the Seller's Representations and Warranties;
                     Non-delivery of Documents; Cure; Repurchase........... 28
Section 6.02         Termination of the Seller's Obligation to Repurchase.. 28

Section 6.03         Transfer of Mortgage Loan Asset and Mortgage Loan File
                     Upon Repurchase....................................... 29
Section 6.04         Transfer of REO Asset Upon Repurchase................. 30
Section 6.05         Risk of Loss.......................................... 30
Section 6.06         Breach of the Purchaser's Representations and
                     Warranties............................................ 30
Section 6.07         Distribution of Deposit and Remedies if No Closing.... 31

ARTICLE VII      CONDITIONS PRECEDENT...................................... 32

Section 7.01         Conditions Precedent To Be Performed by the Seller.... 32
Section 7.02         Conditions Precedent To Be Performed by the Purchaser. 33
Section 7.03         Additional Condition Precedent........................ 33

ARTICLE VIII     MISCELLANEOUS PROVISIONS.................................. 34

Section 8.01         Governing Law; Jurisdiction; Consent to
                     Service of Process.................................... 34
Section 8.02         Hart-Scott-Rodino..................................... 34
Section 8.03         Confidentiality....................................... 34
Section 8.04         Broker's Fees......................................... 34
Section 8.05         Notices............................................... 34
Section 8.06         Severability of Provisions............................ 36
Section 8.07         Schedules and Exhibits................................ 36
Section 8.08         Waivers and Amendments................................ 36
Section 8.09         No Third Party Rights................................. 36
Section 8.10         Successors and Assigns................................ 36
Section 8.11         Captions.............................................. 36
Section 8.12         Counterparts.......................................... 37
Section 8.13         Entire Agreement...................................... 37
Section 8.14         No Merger............................................. 37
Section 8.15         Attorneys Fees........................................ 37
Section 8.16         Obligations of the Purchaser.......................... 37

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------- 

                                      ii

 

                                                                            Page
                                                                            ----
                                                                       
SCHEDULES
- - ---------

Schedule 1.01-A       Allocated Price Schedule
Schedule 1.01-B       Mortgage Loan Schedule
Schedule 1.01-C       Pending Loan Modification Schedule
Schedule 1.01-D       REO Property Schedule
Schedule 2.07(a)(ii)  Earthquake Deferrals
Schedule 3.01(iv)     Litigation

EXHIBITS
- - --------

Exhibit 1.01-A        Form of Assignment of Intangible Personal Property
Exhibit 1.01-B        Form of Bill of Sale

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                      iii

                  LOAN AND REO PURCHASE AGREEMENT (SECONDARY)

          THIS LOAN AND REO PURCHASE AGREEMENT (SECONDARY) (this "Agreement"),
                                                                  --------- 
dated as of July 21, 1994, is executed by and between Fidelity Federal Bank, a
Federal Savings Bank (the "Seller"), and INTERNATIONALE NEDERLANDEN (U.S.)
                           ------                            
CAPITAL CORPORATION, FARALLON CAPITAL PARTNERS, L.P., TINICUM PARTNERS, L.P. AND
ESSEX MANAGEMENT CORPORATION (collectively, the "Purchaser").
                                                 ---------   

          WHEREAS, the Seller owns certain Mortgage Loan Assets (as defined 
herein) and REO Assets (as defined herein); and 

          WHEREAS, the Purchaser desires to purchase and the Seller desires to 
sell such Mortgage Loan Assets and REO Assets and related rights and assets;

          NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Purchaser and the Seller agree
as follows:

                                   ARTICLE I

                                  DEFINITIONS

          Section 1.01  Defined Terms.
                        ------------- 

          Whenever used in this Agreement, the following words and phrases shall
have the following meaning specified in this Article and shall apply to the
singular and plural forms:

          "Agreement" means this Loan and REO Purchase Agreement including the
           ---------                                                          
schedules and exhibits hereto and all amendments hereof and supplements hereto.

          "Allocated Price" means, as to each Mortgage Loan Asset and each REO
           ---------------                                                    
Asset, the portion of the Purchase Price attributed to the Mortgage Loan Asset
and REO Asset as set forth on the Allocated Price Schedule provided by the
Purchaser on or prior to the Bid Date and attached hereto as Schedule 1.01-A.
                                                             --------------- 

          "ALTA" means the American Land Title Association.
           ----                                            

          "Apportionment Amount" shall have the meaning set forth in Section
           --------------------                                             
2.09.

          "Appraised Value" means with respect to any REO Property or Mortgaged
           ---------------                                                     
Property, the value of such REO Property or Mortgaged Property based upon the
most recent appraisal thereof contained in the Investors' Review File.

          "Assets" means the Mortgage Loan Assets and the REO Assets.
           ------                                                    

          "Assignment" means an assignment of a Mortgage or equivalent
           ----------                                                 
instrument in recordable form sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
or transfer of the related Mortgage Loan Asset.

          "Assignment of Intangible Personal Property" means an Assignment of
           ------------------------------------------                        
Intangible Personal Property substantially in the form of Exhibit 1.01-A hereto.
                                                          --------------        

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

          "Balance Purchase Price" shall be an amount equal to the Purchase
           ----------------------                                          
Price minus the Deposit.
      -----             

          "Bid Date" means July 8, 1994.
           --------                     

          "Bid Information Date" means July 5, 1994.
           --------------------                     

          "Bill of Sale" means a Bill of Sale substantially in the form of
           ------------                                                   
Exhibit 1.01-B hereto.
- - --------------        

          "Business Day" means any day other than (i) a Saturday or Sunday, or
           ------------                                                       
(ii) a day on which banking or savings and loan institutions in the State of
California are authorized or obligated by law or executive order to be closed.

          "Claims" shall have the meaning set forth in Section 5.08.
           ------                                                   

          "Closing" means the closing of the purchase and sale of the Assets
           -------                                                          
hereunder, as provided in Section 2.01.

          "Closing Date" shall have the meaning set forth in Section 2.01.
           ------------                                                   

          "Condominium Association" means the condominium
           -----------------------                       
association that is responsible for the operation of a Condominium Project.

          "Condominium Loan" means any Mortgage Loan that is secured by a
           ----------------                                              
Mortgage on a Condominium Unit and identified on the Mortgage Loan Schedule.

          "Condominium Project," with respect to a Condominium Unit or REO
           -------------------                                            
Condominium Unit, means all real property owned by a Condominium Association and
the individual owners of the separate units including the land, the separate
units and all common elements.

          "Condominium Unit" means each specific unit in a Condominium Project
           ----------------                                                   
identified on the Mortgage Loan Schedule or the REO Property Schedule.

          "Cure Estimate" shall have the meaning set forth in Sections 5.03 or
           -------------                                                      
5.04, as applicable.

          "Cure Threshold" means the greater of five percent (5%) of the
           --------------                                               
Allocated Price of the related Asset and $40,000.

          "Cut-off Date" means May 31, 1994.
           ------------                     

          "Deeds" shall have the meaning set forth in Section 2.04.
           -----                                                   

          "Deposit" means $2,956,832 that the Purchaser delivered to the Deposit
           -------                                                              
Escrow Agent on July 11, 1994 pursuant to Section 2.01.  "Deposit" also includes
interest on the Deposit from the date of receipt by the Deposit Escrow Agent to,
but not including, the Closing Date, as provided in Section 2.01.

          "Deposit Escrow Agent" means Morgan Guaranty Trust Company of New
           --------------------                                            
York.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       2

          "Deposit Escrow Agreement" means the Deposit Escrow Agreement dated as
of the date of this Agreement, by and among the Purchaser, the Seller and the
Deposit Escrow Agent.

          "Deviation Amount" shall have the meaning set forth in Section 2.09.
           ----------------                                                   

          "Engineering Structural Report" means a report prepared at the request
           -----------------------------                                        
of the Seller, included in the Investors' Review File prior to the Bid Date,
reporting the results of an inspection of a Property in an area affected by the
Northridge Earthquake, made by a structural engineer after the Northridge
Earthquake.

          "Environmental Hazard" means any condition on a Property by reason of
           --------------------                                                
which the Property is not in substantial compliance with a federal, state, or
local law, ordinance or regulation or any court judgment applicable to the
Mortgagor or the Property relating to industrial hygiene or to environmental
conditions including, but not limited to, those relating to the release,
emission or discharge of substances defined therein as hazardous.

          "Escrow Advance" means the funds advanced by the Seller on behalf of
           --------------                                                     
the Mortgagor for taxes and insurance premiums, water rates, mortgage insurance
premiums, ground rents, assessments for common charges, Condominium Association
dues, security, key or other deposits, capital improvements or other similar
payments that have not been reimbursed by such Mortgagor.

          "Escrow Agent" means North American Title Company or such other escrow
           ------------                                                         
agent as may be appointed by the mutual agreement of the Seller and the
Purchaser to assist the Closing.

          "Escrow Balance" means the positive balance of funds held by the
           --------------                                                 
Seller or held in escrow pursuant to any Mortgage for impounds for taxes and
insurance premiums, water rates, mortgage insurance premiums, ground rents,
assessments for common charges, Condominium Association dues, security, key or
other deposits, funds reserved for capital improvements or other similar
payments.

          "Estimated Apportionment Amount" shall have the meaning set forth in
           ------------------------------                                     
Section 2.09.

          "Insured Loss" means any condemnation (or the initiation of
           ------------                                              
proceedings therefor) that is not a Material Loss and any casualty loss that is
not a Material Loss and against which the Seller (or the Purchaser for the
purposes of Section 6.05) has valid insurance coverage.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
           ---------------------                                             
amended from time to time, or any successor statute, and the regulations
promulgated and the rulings issued thereunder.

          "Investors' Review File" means, as to each Mortgage Loan or REO
           ----------------------                                        
Property the information contained in the files made available to the
Purchaser's representatives at the Seller's offices located at 700 North Central
Avenue, Glendale, California, together with all supplementary information made
available to the Purchaser at the Seller's offices or directly to the Purchaser
on or before the Bid Information Date, which consists of some or all of the
following with respect to a particular Asset:  (a) the Loan Documents; (b) any
physical inspection report concerning the related Property; (c) any Engineering
Structural Report concerning the related Property; (d) any title updates,
current rent rolls, current operating statements, appraisals and similar
materials prepared for presentation to investors; and (e) the Confidential
Portfolio Information Package dated May 26, 1994 provided to the Purchaser and
any amendments, appendices or supplements thereto provided 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       3

to the Purchaser. The information regarding each Mortgage Loan and REO Property
contained in the magnetic tapes delivered to the Purchaser shall also be deemed
to be part of the Investors' Review File with respect to such Mortgage Loan or
REO Property described therein. Information given to an individual investor in
response to an inquiry from that investor is not part of the Investors' Review
File.

          "Loan Documents" means the Mortgage Note, the Mortgage and any and all
           --------------                                                       
other agreements, certificates, documents or instruments in the Seller's
possession or under its control relating to the origination, closing and
modification of a Mortgage Loan, including without limitation any related
security agreement, UCC financing statement, guaranty, letter of credit, pledge,
loan agreement or other instrument creating a security interest in, and lien
upon, real and/or personal property; any Participation Agreements, assumption
agreements, modification agreements, appraisals, guarantees, insurance
certificates, borrower estoppel certifications and subordination agreements for
leases, financial and/or operating statements, credit reports, lender's title
insurance policy, engineering reports, soil reports, environmental assessment
reports and architect's certificate.  The Loan Documents may be original
documents or copies thereof, whether by photocopy, microfiche, microfilm or on
diskette. Loan Documents does not include duplicate materials, correspondence
not material to an evaluation of the Assets, internal reports, or any privileged
attorney-client communications.

          "Material Loss" means a casualty loss with respect to a Property of
           -------------                                                     
more than twenty-five percent (25%) of its Appraised Value on the Cut-off Date,
or a condemnation (or the initiation of proceedings therefor) of more than 25%
of the Premises of a Property or that substantially impairs (or would impair)
the ability to use the Premises of a Property for its intended purpose, whether
or not the Seller has insurance against such casualty or condemnation, or any
material casualty loss with respect to a Property against which the Seller does
not have insurance.

          "Mortgage" means the mortgage, deed of trust or other instrument
           --------                                                       
creating a lien on improved real property (including without limitation a
Condominium Unit) securing a Mortgage Note.

          "Mortgage Loan" means any individual Mortgage Loan that is secured by
           -------------                                                       
a Mortgage, including without limitation a Condominium Loan, and that is
identified on the Mortgage Loan Schedule, provided, however, that the Seller may
                                          --------  -------                     
take title to a Mortgaged Property subject to a Mortgage Loan identified on the
Mortgage Loan Schedule prior to the Closing Date, in which case such Mortgaged
Property shall constitute REO Property under this Agreement.

          "Mortgage Loan Assets" means the Mortgage Loans, Mortgage Notes and
           --------------------                                              
Mortgages.

          "Mortgage Loan Principal Balance of Record" means, with respect to any
           -----------------------------------------                            
Mortgage Loan, the unpaid principal balance as of the Cut-off Date, after giving
effect to all payments of principal received on or before the Cut-off Date and
applied as provided in this Agreement.

          "Mortgage Loan Schedule" means the list of Mortgage Loans subject to
           ----------------------                                             
this Agreement and identified on Schedule 1.01-A attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each Mortgage Loan as of
the Cut-off Date:

                   (i)  the Mortgage Loan identifying number;

                  (ii)  the name of the Mortgagor;

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       4

                 (iii)  the street address and unit number, if any, of the 
          Property including state and zip code;

                  (iv)  the type of real property constituting the Property;

                   (v)  the Mortgage Loan Principal Balance of Record;

                  (vi)  the original principal balance of the Mortgage Loan;

                 (vii)  the stated maturity date;

                (viii)  any Unapplied Funds as of the Cut-off Date;

                  (ix)  any unreimbursed servicing advances;

                   (x)  the due date of the next payment;

                  (xi)  a code indicating whether the Mortgage Loan bears 
          interest at a fixed or adjustable rate of interest;

                 (xii)  the monthly payment amounts; and

                (xiii)  the amount of any impound account.

          "Mortgage Note"  means the note or other evidence of the indebtedness
           -------------                                                       
under a Mortgage Loan.

          "Mortgaged Property" means the underlying real property that secures a
           ------------------                                                   
Mortgage.

          "Mortgagor" means one or more Persons who are the current and
           ---------                                                   
unreleased obligor or obligors on a Mortgage Note or, in some cases, the last
known party from whom the Seller accepted payment, all as reflected in the
Seller's records.

          "Northridge Earthquake" means the major seismic event of January 17,
           ---------------------                                              
1994, centered in the Northridge or Reseda area of Los Angeles, California, and
all subsequent seismic events deemed to be aftershocks thereto and occurring
prior to the Closing Date.

          "Notice of Defect" shall have the meaning set forth in Section 5.03.
           ----------------                                                   

          "Notice of Hazard" shall have the meaning set forth in Section 5.04.
           ----------------                                                   

          "Pending Loan Modification" means the proposed modification of a
           -------------------------                                      
Mortgage Loan set forth on the Pending Loan Modifications Schedule pursuant to
which the Seller deferred or would defer payments of principal and/or interest,
or advanced or would advance funds to the related Mortgagor, together with the
resulting modification of the related Mortgage Note, if any, which modification
is contemplated by the Seller and such Mortgagor but may not be consummated as
of any date between the Cut-off Date and the Closing Date, inclusive.

          "Pending Loan Modifications Schedule" means the list of Pending Loan
           -----------------------------------                                
Modifications identified on Schedule 1.01-B attached hereto, which schedule sets
                            ---------------                                     
forth, with respect to each Pending Loan Modification which existed on or after
the Cut-off Date, as of the Cut-Off Date and as of the Bid Information Date, the
related Mortgage Loan's identifying number, 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       5

the material terms of the modifications made or proposed, the amount of the
related pay-down of the principal balance made or proposed, if any, and the
amount of the advance made or proposed to be made upon the consummation of the
Pending Loan Modification, if any. At the Closing Date, the Pending Loan
Modifications Schedule shall be updated to reflect the Pending Loan
Modifications as of the Closing Date and the consummation or other disposition
of the Pending Loan Modifications set forth on the Pending Loan Modifications
Schedule with respect to the Bid Information Date.

          "Permitted Encumbrances" means (a) the lien of real estate taxes and
           ----------------------                                             
assessments, ground rents and other obligations under ground leases, personal
property taxes, water rates, water frontage charges and/or meter charges, sewer
taxes or rents, and vault charges, in each case not yet due and payable or, if
due and payable, which may be paid without interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record of a type acceptable to lending institutions generally, (c)
mechanics' or similar liens or claims for work, labor and materials relating to
work performed by tenants on such Property, (d) zoning and other land use
restrictions and ordinances, including, without limitation, landmark, historic
and wetland designations, (e) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided, in the case of a Mortgaged Property, by the
related Mortgage, and in the case of an REO Property, by the mortgage granted in
connection with the REO Loan, (f) rights of tenants under leases or other rights
of tenants or rights of other occupants of the Premises, (g) any laundry or
other equipment leases, and (h) in addition, in the case of any Condominium
Loan, (1) the lien of the Condominium Association on the related Condominium
Unit or REO Condominium Unit provided for in the related documents for the
Condominium Unit for enforcement of unpaid maintenance or common expense
assessments and (2) rights of the Condominium Association pursuant to the
condominium declaration, or the rules, regulations or other operative documents
of such Condominium Association.

          "Person" means any individual, corporation, partnership, joint
           ------                                                       
venture, association, joint-stock company, trust, incorporated organization or
government or any agency or political subdivision thereof.

          "Post-Closing Consents" means the consents or approvals required to
           ---------------------                                             
transfer any franchise agreement, service contract, management contract or
liquor license used in or relating to the operation of an REO Property which is
a hospitality property, and its related amenities.

          "Premises" means, with respect to a Property, the buildings and
           --------                                                      
improvements on such Property.

          "Properties" means the Mortgaged Properties and the REO Properties.
           ----------                                                        

          "Purchase Price" shall be an amount equal to $29,548,316.
           --------------                                          

          "Purchaser" shall have the meaning set forth in the preamble to this
           ---------                                                          
Agreement.

          "REO Assets" means all the Seller's right, title and interest in and
           ----------                                                         
to the REO Properties and the REO Personal Property.  REO Assets do not include
rights to pursue deficiency judgments against any loan obligors from whom such
REO Properties were acquired.

          "REO Condominium Unit" means each specific unit that is in a
           --------------------                                       
Condominium Project and is REO Property.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       6

          "REO Loan" means a mortgage loan previously held by the Seller
           --------                                                     
pursuant to which mortgaged property became REO Property.

          "REO Personal Property" means the tangible and intangible personal
           ---------------------                                            
property located on, appurtenant to or used exclusively in connection with the
management of, the REO Property on the Closing Date, if any.  The Seller makes
no representation or warranty concerning the existence of any such REO Personal
Property.

          "REO Property" means (i) the real property to which title has been
           ------------                                                     
acquired by the Seller by foreclosure, deed in lieu of foreclosure or similar
means, including without limitation REO Condominium Units, which is identified
on the REO Property Schedule, together with all Mortgaged Properties to which
the Seller has taken title prior to the Closing Date, and the related Premises.
An REO Property (with the exception of REO Condominium Units) includes all of
the Seller's ownership and rights, if any, to land lying in the bed of any
street or highway, opened or proposed, adjoining the relevant Premises to the
center line thereof, and all fixtures, attachments, appliances, equipment,
machinery and other articles, if any, attached or appurtenant to the relevant
Premises on the Cut-off Date.

          "REO Property Schedule" means the list of REO Properties subject to
           ---------------------                                             
this Agreement and identified on Schedule 1.01-D attached hereto, which schedule
                                 ---------------                                
sets forth the following information with respect to each REO Property as of the
Cut-off Date:

                   (i)  the identifying number of the related REO Property;

                  (ii)  the street address and unit number, if any, of the REO
          Property including state and zip code; and

                 (iii)  the type of real property constituting the REO Property.

          "Repurchase Price" means, in the case of any Asset to be repurchased
           ----------------                                                   
by the Seller from the Purchaser pursuant to Article VI, Article V or Section
2.06(d) or removed from the Assets sold under this pursuant to Section 2.06, a
price equal to the sum of (w) the Allocated Price, plus (x) reasonable and
                                                   ----                   
necessary out-of-pocket expenses for unreimbursed servicing advances and
expenses made by the Purchaser after the Closing Date in respect of such Asset
and expenditures of the kind described in Section 2.09 hereof made by the
Purchaser with respect to the related Property plus (y) interest on the
                                               ----                    
Allocated Price of such Asset on a daily basis, at the Return Rate for each day
from the Closing Date to the date of repurchase under the applicable provision
of this Agreement, minus (z) all payments, rents and other income or proceeds
                   -----                                                     
received by the Purchaser with respect to the related Mortgage Loan or REO
Property of the kind described in Section 2.07 and Section 2.09, including
without limitation any prepayments, insurance proceeds, condemnation proceeds
and liquidation proceeds.

          "Return Rate" means the rate for deposits in United States dollars for
           -----------                                                          
three months, as published on the display page designated as "Telerate Page
3750" on the Dow Jones Telerate as of 5:00 p.m. Eastern Time, on the first day
of the month of any date of determination (or such other page replacing that
page on such date of determination); provided, however, that if such rate is not
                                     --------  -------                          
available from the Dow Jones Telerate service, the rate shall be determined on
the basis of the arithmetic mean (rounded upwards, if necessary, to the nearest
1/16th of 1%), of the rates at which deposits in United States dollars are
offered by the reference banks in the London Interbank Market at 5:00 p.m.
Eastern Time, on the date of determination, to prime banks in the London
Interbank Market for three months commencing on such date of determination.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       7

          "Seller" shall have the meaning set forth in the preamble to this
           ------                                                          
Agreement.

          "Structural Defect" means a condition of the structure of the
           -----------------                                           
improvements on a Mortgaged Property or an REO Property resulting from faulty
engineering, construction, labor or materials, or from fire or other casualty
(including the Northridge Earthquake) which has a material adverse impact on the
value and use of the Property.  "Structure" for the purpose of the foregoing
definition means the foundation, exterior walls and interior bearing walls.
"Structural Defect" shall not include (a) the failure of any component of the
structure to be suitable for a use for which it was not intended when built or
installed; (b) any condition which exists by reason of normal wear and tear; (c)
any condition in the nature of deferred maintenance; (d) any condition which
exists because the structural component has outlived its useful life or
functional utility; (e) any condition which causes a material adverse impact on
the value and use of the Property solely because the structure is not in
compliance with a law, regulation, code or standard which did not apply when the
structural component was built or installed, including, without limitation, the
Americans With Disabilities Act of 1990.

          "Unapplied Funds" means funds received by Seller with respect to a
           ---------------                                                  
Mortgage Loan that have not been allocated on the books of the Seller.

                                   ARTICLE II

                         SALE AND CONVEYANCE OF ASSETS

          Section 2.01  Purchase and Sale of Assets.
                        --------------------------- 

          The Seller hereby agrees to sell, assign, transfer, set over and
convey to the Purchaser, and the Purchaser hereby agrees to purchase, all of the
Seller's right, title and interest in and to the Assets, without recourse to the
Seller except as expressly set forth herein, on August 8, 1994, or such other
date as is agreed between the Purchaser and the Seller, which shall be as close
to August 8, 1994 as reasonably possible (the "Closing Date").  The Mortgage
                                               ------------                 
Loan Assets are being sold to the Purchaser with any obligation or right of the
Seller to service the Mortgage Loans being released and terminated as of the
Closing Date.  The Purchaser hereby agrees to assume each and every obligation
of the Seller (if any) arising on or after the Closing Date and relating to the
Assets.  On the Closing Date, the Seller shall also deliver to the Purchaser or
to a custodian designated by the Purchaser all documents and instruments
specified in Sections 2.03 and 2.04.

          On July 11, 1994, the Purchaser deposited with the Deposit Escrow
Agent, by wire transfer in immediately available funds to the account specified
by the Deposit Escrow Agent, $2,956,832 (approximately ten percent (10%) of the
Purchase Price) to hold in accordance with the terms of this Agreement, the
Deposit Escrow Agreement, and any further instructions not inconsistent
herewith.  The Deposit Escrow Agent shall maintain the Deposit in an investment
account, with interest accruing for the benefit of the Purchaser (but forfeited
with any forfeit of the Deposit pursuant to Section 6.07).

          On the Closing Date, the Deposit shall be released by the Deposit
Escrow Agent and paid to the Seller, and the Purchaser shall pay to the Seller
or its designee, by wire transfer in immediately available funds to the account
specified by the Seller, the Balance Purchase Price, plus or minus, as the case
may be, the Estimated Apportionment Amount.  The Seller and the Purchaser agree
that no part of the Purchase Price is allocable to any REO Personal Property.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       8

          The Closing shall take place at the offices of the Seller or its
attorneys at 9:00 AM (P.D.T.) on the Closing Date or, upon reasonable notice by
the Seller to the Purchaser, at such other time or place on the Closing Date as
may be designated by the Seller.

          Section 2.02  Servicing.
                        --------- 

          The servicing rights related to the Mortgage Loans shall be
transferred to the Purchaser on the Closing Date.  From the Cut-off Date up to
and including the Closing Date, without the consent of the Purchaser, the Seller
shall continue to service the Mortgage Loans and the REO Properties, to the
extent practicable, using the same servicing procedures applicable to the
Mortgage Loans and the REO Properties as the Seller utilized for its own account
prior to the Cut-off Date, except that between the date of this Agreement and
the Closing Date the Seller will not, without the consent of the Purchaser,
modify the terms of any Mortgage Loan or affirmatively waive any material
obligation of the borrower or right of the lender under any Mortgage Loan,
conclude any foreclosure proceeding in respect of any Mortgaged Property or take
title pursuant to such proceeding, or take title to any Mortgaged Property by
accepting a deed in lieu of foreclosure, except in each case as described on the
Pending Loan Modifications Schedule.

          Section 2.03  Delivery of Mortgage Loan Assets.
                        -------------------------------- 

          The Seller shall, on the Closing Date, deliver and release to the
Purchaser or to a custodian designated by the Purchaser the documents listed
below in respect of each Mortgage Loan Asset:

                   (i)  The original Mortgage Note endorsed, "Pay to the order
          of [Purchaser]________________, without recourse" and signed in the
          name of the Seller by an authorized officer thereof or a lost note
          affidavit or other reasonably acceptable evidence of the issuance of
          such Mortgage Note, with indemnification by the Seller for any
          material losses caused by the Seller's failure to deliver the original
          Mortgage Note.

                  (ii)  The original recorded Mortgage with evidence of 
          recording thereon or, if the original mortgage has not yet been
          returned from the recording office or is not in the Seller's files, a
          copy of the original Mortgage certified by the Seller to be a true
          copy of the original of the Mortgage which has either been sent for
          recording or is recorded in the appropriate recording office of the
          jurisdiction in which the Mortgaged Property is.

                 (iii)  An Assignment.

                  (iv)  Originals of any intervening Assignments with evidence
          of any recording thereof or, if the original thereof is not in the
          Seller's files, a copy of such Assignment certified by the Seller to
          be a true copy of the original of such Assignment in the form
          recorded, if recorded, showing an unbroken chain of ownership and
          assignment of the Mortgage Loan.

                   (v)  The original or a copy of the title insurance policy.

                  (vi)  The original or a copy of the policy of mortgage
          insurance, if any, or evidence thereof.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       9

                 (vii)  Originals or copies certified by the Seller of all
          assumption, modification and substitution agreements, if any.

                (viii)  The other Loan Documents contained in the Investors' 
          Review File, if any.

          In the event that, with respect to any Mortgage Loan, the Seller does
not deliver any document described in clauses (iv) through (viii) above, the
Closing shall occur and the Purchaser shall have the rights set forth in Section
6.01.  The Seller will also deliver a Pending Loan Modifications Schedule
updated to set forth the Pending Loan Modifications which have been consummated
or abandoned between the Bid Information Date and the Closing Date and the
Pending Loan Modifications which remain to be consummated as of the Closing
Date.

          Section 2.04  Delivery of REO Assets.
                        ---------------------- 

          The Seller shall, on the Closing Date, deliver and release to the
Purchaser or to a custodian designated by the Purchaser the following documents
and items in respect of each REO Asset:

                   (i)  Grant deeds or their equivalent (special warranty deeds)
          under the law of the State where the REO Property is located (the
          "Deeds"), duly executed and acknowledged by the Seller, in proper form
           -----                      
          for recording, conveying to the Purchaser good and marketable fee
          simple title to the REO Properties, subject only to Permitted
          Encumbrances and such other matters to which the Purchaser is required
          or agrees to be subject pursuant to this Agreement. For convenience,
          at the Seller's option, there may be omitted from the Deeds a listing
          of all Permitted Encumbrances and such other matters, but,
          nevertheless, such Permitted Encumbrances and other matters shall be
          incorporated therein by reference to this Agreement and shall survive
          the delivery thereof.

                  (ii)  Copies of foreclosure deeds, certificates of
          foreclosures, deeds in lieu of foreclosure and related documents by
          which the Seller acquired its ownership rights to the REO Properties
          to the extent applicable and in the possession of, or reasonably
          available to, the Seller.

                 (iii)  An assignments of leases, assigning to the Purchaser all
          of the Seller's right, title and interest as landlord in and to leases
          of the REO Properties or portions thereof, if any, together with
          security deposits held by the Seller, and pursuant to which the
          Purchaser assumes all of the Seller's duties and obligations with
          respect thereto, together with such executed leases as the Seller has
          in its possession. 

                  (iv)  A Bill of Sale duly executed by the Seller and in proper
          form to transfer the Seller's right, title and interest in all of the
          tangible REO Personal Property for all of the REO Property, if any, to
          the Purchaser.

                   (v)  An Assignment of Intangible Personal Property duly
          executed by the Seller and in proper form to transfer the Seller's
          right, title and interest in all of the intangible REO Personal
          Property for all of the REO Property, if any, to the Purchaser.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       10

                  (vi)  Keys and any other access devices for each REO Property
          to the extent available and in the possession of the Seller or
          instructions as to where such keys and other access devices are
          located.

                 (vii)  Assignments and assumptions of any franchise agreement,
          service contract, management contract or liquor license used in or
          relating to the operation of an REO Property which is a hospitality
          property, and its amenities, to the extent all necessary approvals and
          consents to make such assignment have been obtained. The Seller shall
          promptly assign to the Purchaser and the Purchaser shall assume any
          such franchise agreement, service contract, management contract or
          liquor license upon the receipt by the Seller of all approvals and
          consents which the Seller reasonably considers necessary to make such
          assignment.

                (viii)  Assignments and assumptions of the construction
          contracts described in Schedule 2.04(viii) attached hereto, which
                                 -------------------
          contracts have been delivered to the Purchaser on or before the Bid
          Information Date. The Purchaser hereby agrees to assume such
          construction contracts upon their assignment by the Seller to the
          Purchaser.

                  (ix)  An affidavit stating that the Seller is not a "foreign
          person" pursuant to Section 1445(b)(2) of the Internal Revenue Code
          (and the Purchaser agrees that upon the execution and delivery of such
          to the Purchaser, no deduction shall be made or claimed against the
          Purchase Price by reason of the requirements of Section 1445 of the
          Internal Revenue Code).

                   (x)  An affidavit stating that Seller is exempt from the
          withholding provisions of California Revenue and Taxation Code
          Sections 18805 and/or 26131.

          In the event that, with respect to any REO Property, the Seller does
not deliver any item described in clauses (ii) through (ix) above, the Closing
shall occur and, if such non-delivery is of a document described in clauses (ii)
through (vii) above, then the Purchaser shall have the rights set forth in
Section 6.01.

          Section 2.05  Recordation of Assignments and Deeds; Transfer Taxes.
                        ---------------------------------------------------- 

          (a)  The Purchaser shall be responsible for and shall bear the expense
of recording Assignments and Deeds to the Purchaser.

          (b)  The Purchaser shall promptly upon the Closing record all
Assignments and Deeds and shall pay, as and when due, any transfer taxes, deed
stamps, recording fees and other similar charges required to be paid in
connection with the purchase of the Assets contemplated by this Agreement.

          (c)  The Seller and the Purchaser shall effect the Closing for all or
a portion of the Assets through an Escrow Agent, which Escrow Agent may, among
other things, prepare, record and deliver Deeds and Assignments, in which case
Escrow Agent shall record and deliver such documents in accordance with the
terms hereof and any supplementary escrow instructions mutually executed and
delivered by the Seller and the Purchaser. The Seller and the Purchaser shall
take such actions as the Seller may reasonably require in order to allow the
selected transactions to close through the Escrow Agent, including without
limitation the depositing of documents with the Escrow Agent. The costs and
expenses of the Escrow Agent shall be borne equally by the Seller and the
Purchaser.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       11

          Section 2.06  Risk of Loss; Insurance.
                        ----------------------- 

          (a) From and after the Closing Date the Purchaser assumes all risk of
loss to the Properties and shall arrange for insurance coverage at its
discretion.

          (b) If after the Cut-off Date and prior to the Closing Date any
Property or portion thereof suffers a Material Loss, then the related Asset will
not be sold (and the related Mortgage Loan or REO Property will not be deemed a
Mortgage Loan or REO Property hereunder) and the Purchase Price will be reduced
by the corresponding Allocated Price.

          (c) If after the Cut-off Date and prior to the Closing Date any
Property or portion thereof suffers an Insured Loss, then the Purchaser shall
purchase the related Asset and the Seller shall assign to the Purchaser the
condemnation proceeds or the proceeds of the insurance covering the Insured
Loss, as applicable.

          (d) If a determination as to whether a Material Loss or an Insured
Loss has occurred with respect to a Property cannot be made prior to the Closing
Date, the Purchaser shall purchase the related Asset as if such Property had
suffered an Insured Loss, provided, however, that if a determination is made
                          --------  -------                                 
within sixty (60) days after the Closing Date that such Property suffered a
Material Loss, then the Purchaser, at its option, may require the Seller to
repurchase the related Asset at its Repurchase Price by so notifying the Seller
within ten (10) Business Days of such determination.  The Seller's obligation to
repurchase any Asset pursuant to this Section 2.06(d) shall be subject to
earlier termination under Section 6.02 hereof.

          Section 2.07  Allocation of Mortgage Loan Payments.
                        ------------------------------------ 
          (a) Subject to the Closing, funds received with respect to Mortgage
Loans shall be allocated as follows:

                   (i)  With respect to funds received by the Seller prior to
          the Cut-off Date, (A) the Seller shall be entitled to (1) all interest
          and principal payments and other recoveries paid by or on behalf of
          any Mortgagor, and (2) the portion of Unapplied Funds with respect to
          a Mortgage Loan that would be applied to interest upon the application
          of such Unapplied Funds, first to the interest and then to the
          principal, to the furthest installment payments past due, and (B) the
          Purchaser shall be entitled to the portion of Unapplied Funds with
          respect to a Mortgage Loan that would be applied to principal upon the
          application of such Unapplied Funds, first to the interest and then to
          the principal, to the furthest installment payments past due.

                  (ii)  With respect to funds received after the Cut-off Date
          and prior to the Closing Date, (A) the Seller shall be entitled to (1)
          all interest payments, (2) the portion of Unapplied Funds with respect
          to a Mortgage Loan that would be applied to interest upon the
          application of such Unapplied Funds, first to the interest and then to
          the principal, to the furthest installment payments past due, (3) the
          interest portion of up to four months of payments due before the Cut-
          off Date that were deferred by a written agreement with the Mortgagor
          in connection with the Northridge Earthquake, as described in Schedule
                                                                        --------
          2.07(a)(ii) attached hereto, (4) payments received to reimburse funds
          -----------
          advanced by the Seller as described in Section 2.12, (5) payments made
          to pay down the principal balance of a Mortgage Loan in connection
          with a Pending Loan Modification entered into by the Seller and a
          Mortgagor prior to the Bid Information Date, and (6) payments made
          prior to the Closing Date constituting payment of late fees, and (B)
          the Purchaser shall 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       12

          be entitled to all principal payments and other recoveries, paid by or
          on behalf of any Mortgagor with respect to a Mortgage Loan, including
          without limitation any remaining Unapplied Funds.

                 (iii)  With respect to funds received after the Closing Date,
          (A) the Purchaser shall be entitled to all interest and principal
          payments and other recoveries paid by or on behalf of any Mortgagor,
          and (B) the Seller shall be entitled to payments made to pay down the
          principal balance of a Mortgage Loan in connection with a Pending Loan
          Modification entered into by the Seller and a Mortgagor prior to the
          Bid Information Date. The Purchaser shall pay over to the Seller any
          amounts received by the Purchaser to which the Seller is entitled,
          within ten (10) Business Days after the receipt thereof.

          (b) All payments that are received prior to the Closing Date by the
Seller and that are allocated to Purchaser under Section 2.07(a) shall be either
added to the Estimated Apportionment Amount payable to the Purchaser or credited
toward the Estimated Apportionment Amount payable to the Seller, as applicable.
All such payments accepted by the Seller on or after the Closing Date shall be
held for the benefit of the Purchaser and delivered to the Purchaser promptly
after receipt thereof.  Notwithstanding the foregoing, with respect to a
foreclosure of a Mortgage Loan or an REO Loan or the taking of a deed in lieu of
foreclosure, funds received by the Seller or the Purchaser after the Cut-off
Date from any receiver or trustee or debtor-in-possession pursuant to a
bankruptcy proceeding, whether received prior to or after the Closing Date,
shall be apportioned as of the Closing Date in the manner set forth in Section
2.09; and with respect to a foreclosure or similar proceeding that results in
the reinstatement of a Mortgage Loan (whether or not such Mortgage Loan is
modified in such proceeding), funds received by the Seller or the Purchaser
after the Cut-off Date from any receiver or trustee or debtor-in-possession
pursuant to a bankruptcy proceeding, whether received prior to or after the
Closing Date, shall be allocated in the manner set forth in Section 2.07(a).
The Seller and the Purchaser agree to notify each other of the receipt of any
such payments, including without limitation payments received after the Closing
Date.

          Section 2.08  Escrow Balances.
                        --------------- 

          From and after the Closing Date, but subject to the Servicing
Agreement, the Purchaser hereby agrees to assume, undertake and discharge any
and all obligations of the Seller as may relate to Escrow Balances, including
without limitation any obligation to pay interest accruing after the Closing
Date to any Mortgagor on the Escrow Balances, if required by applicable law.
All Escrow Balances relating to the Mortgage Loans or the REO Property as of the
Closing Date shall be transferred to the Purchaser, and the Seller shall pay
over and/or deliver such amounts to the Purchaser within ten (10) Business Days
after the Closing Date against the Purchaser's acknowledgment of receipt
thereof.  The Purchaser hereby indemnifies and holds the Seller harmless against
any and all Claims made as a result of the Purchaser's violation of applicable
law, or application of funds, with respect to and only to the extent of the
Escrow Balances transferred to the Purchaser hereunder.

          Section 2.09  Apportionments.
                        -------------- 

          (a) The following items received or paid by or on behalf of the Seller
prior to the Closing Date shall be apportioned between the Seller and the
Purchaser as of 11:59 p.m. on the day preceding the Closing Date:

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       13

                   (i)  All payments, rents and other income or proceeds with
          respect to the related REO Property (including without limitation
          payments of the kind described in Section 2.07 with respect to a
          Mortgaged Property that became an REO Property prior to the Closing
          Date), on a cash basis, including without limitation, rents, month to
          month holdover charges, furniture rentals, corporate rentals and
          services, and laundry equipment rentals. 

                  (ii)  Real property taxes and assessments, and amounts prepaid
          or payable for any hazard insurance policy or other insurance policy
          being transferred to the Purchaser.

                 (iii)  Utility charges, including water, sewer, electricity and
          gas, and maintenance charges, if any, for sewers. In conjunction with
          such apportionments, the Purchaser and the Seller shall notify, or
          cause to be notified, all utilities servicing the REO Properties of
          the change in ownership and direct that all future billings be made to
          the Purchaser at the address of the REO Property with no interruption
          of service and the Seller shall secure the release of any such utility
          deposits, provided that the Purchaser shall cooperate in the same
          without expense to the Purchaser. The Seller shall use its best
          efforts to procure final meter readings for all utilities as of the
          Closing Date and to have such bills rendered directly to the Seller.
          To the extent that tenants are responsible for and receive all such
          statements, no such notifications shall be required.

                  (iv)  Fees and charges under any management, service, supply,
          security, maintenance or other similar contracts, and common charges
          and Condominium Association dues and charges adversely affecting any
          Condominium Unit or REO Condominium Unit that give rise to a lien
          thereon prior in right to that of the Seller.

                   (v)  Cash amounts maintained in operating accounts on behalf
          of any REO Property which is a hospitality property shall be deemed to
          be expenses prepaid by the Seller on behalf of the Purchaser for
          expenses to be incurred after the Closing Date, provided that such
          amounts shall be only that which is reasonably necessary to continue
          the day-to-day operations of such hospitality property and its related
          amenities and such amounts shall be transferred to the account of the
          Purchaser.

                  (vi)  Other operating expenses for the REO Properties,
          including without limitation prepaid expenses and accounts payable
          with respect to such expenses. 

          (b) The actual net amount of the apportionments described in Section
2.09(a) shall be the "Apportionment Amount." For purposes of the Closing Date
                      --------------------
the Seller shall calculate an estimate of the Apportionment Amount (the
"Estimated Apportionment Amount"), on the basis of the actual amounts of any
 ------------------------------
items apportioned if known by the Seller as of the Closing Date, or the Seller's
good faith estimation of such amounts, if not so known. The Estimated
Apportionment Amount shall be adjusted in accordance with the provisions of
Sections 2.07, 2.12 and 2.13. The Seller or the Purchaser, as applicable, shall
pay to the other party the Estimated Apportionment Amount in accordance with
Section 2.01. The Seller shall deliver a reconciliation report to the Purchaser
within sixty (60) days after the Closing Date which shall set forth the actual
deviations from any such good faith estimations and the overall deviation
between the Apportionment Amount and the Estimated Apportionment Amount (the
"Deviation Amount"). The party which received the benefit of the Deviation
 ----------------
Amount shall pay such amount to the other party hereto by wire transfer of
immediately available funds to the account specified by the Seller or the
Purchaser, as
                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       14

the case may be, within ten (10) Business Days after the Seller delivers such
reconciliation report to the Purchaser, or if no account is specified before two
Business Days prior to such date, by bank certified check payable in next day
funds.

          Section 2.10  Payment of Expenses.
                        ------------------- 

          After the date of this Agreement, the Seller shall continue to pay any
expenses of the kind described in Section 2.09 which become due and payable in
the ordinary course of business and include such expenses in the apportionment
under Section 2.09.  The Seller shall not pay any such expenses becoming due and
payable on or after the Closing Date.

          Section 2.11  Legal Proceedings.
                        ----------------- 
          (a) With respect to any Mortgage Loan or REO Property that is, as of
the Closing Date, the subject of litigation or other legal proceeding
(including, without limitation, a bankruptcy, eviction, foreclosure or
receivership proceeding), the Purchaser agrees that it shall, at its own cost,
within thirty (30) days after the Closing Date, (i) notify the Mortgagor
thereunder, the Clerk of the Court, all parties who have appeared, all counsel
of record and any other Person required by law to be notified, in each such
proceeding, of the transfer of the Mortgage Loan or REO Property, as the case
may be, from the Seller to the Purchaser, (ii) file pleadings to relieve the
Seller's counsel of record from further responsibility in such litigation or
other legal proceeding (unless said counsel has agreed, with the Seller's
written consent, to represent the Purchaser in said proceedings at the
Purchaser's expense), and (iii) remove the Seller as a party in such action and
substitute the Purchaser as the real party-in-interest, and change the caption
thereof accordingly.  In connection therewith, after the Closing Date, the
Purchaser shall have the sole responsibility to obtain all documents pertaining
to the Mortgage Loan or REO Property, as the case may be, then in the possession
of any such counsel and to determine the appropriate direction and strategy for
such litigation or other legal proceeding.  The Seller agrees to cooperate and
use reasonable efforts to assist the Purchaser in obtaining the release of such
documents to the Purchaser.  The Purchaser acknowledges that its failure to
comply with the provisions of this Section 2.11 may affect the Purchaser's
rights in any such litigation or other legal proceeding (and may result, without
limitation, in dismissal with prejudice or the running of any statute of
limitations).  If the Purchaser fails to comply with the above requirements (i)
through (iii), the Seller may, but is not obligated to, take such actions as it
deems necessary to effectuate the provisions of this Section 2.11.
Notwithstanding the foregoing, this Section 2.11 shall not apply to any
litigation in which the Seller is named as a party defendant.

          (b) Any costs and legal fees incurred by the Seller in connection with
such litigation or other legal proceeding from and after the Cut-off Date,
including without limitation any fees and costs incurred by the Seller in
connection with the Purchaser's failure to comply with the above requirements,
shall be reimbursed by the Purchaser and the Purchaser hereby indemnifies the
Seller therefor.  If, after the Closing Date, either party receives an invoice
for any legal fees and costs incurred in connection with such litigation or
other legal proceeding that are payable by the other party, then the party
receiving such invoice shall promptly forward such invoice to the other party
and such other party shall pay directly or, in the event the party receiving
such invoice has paid the amounts due thereon, reimburse the party receiving the
invoice promptly, but not later than ten (10) Business Days following receipt of
such invoice.

          (c) If the Purchaser shall receive any pleadings relating to any
Mortgage Loan or REO Property that name the Seller as a party, then immediately
following receipt of any such pleadings the Purchaser shall notify the Seller
thereof and promptly deliver copies of such pleadings to the Seller and
otherwise comply with the provisions of this Section 2.11.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       15

          Section 2.12  Unreimbursed Advances.
                        --------------------- 
   
          Amounts paid by the Seller either pursuant to an agreement with a
Mortgagor or as part of the administration and servicing of a Mortgage Loan from
the Seller's own funds in payment of real estate taxes, insurance premiums,
ground lease rents or other similar costs attributable to the Mortgaged
Property, including without limitation Escrow Advances, which are an obligation
of the Mortgagor but have not been paid by the Mortgagor prior to the Closing
Date shall be either added to the Estimated Apportionment Amount payable to the
Seller or credited toward the Estimated Apportionment Amount payable to the
Purchaser, as applicable.  The right to receive repayment from the Mortgagor of
such amounts after the Closing Date shall be transferred to the Purchaser.

          Section 2.13  Pending Loan Modifications.
                        -------------------------- 
          (a) The Purchaser acknowledges and agrees that, after the Cut-off Date
and prior to the Closing Date, the Seller may continue to negotiate or
consummate Pending Loan Modifications and, until the Bid Information Date, may
enter into negotiations with Mortgagors that may result in Pending Loan
Modifications, consistent with past practice, provided, however, that the Seller
                                              --------  -------                 
shall not, on or after the Bid Information Date, enter into any loan
modification other than a modification shown on the Pending Loan Modification
Schedule as of the Bid Information Date without the consent of the Purchaser.
The modification documents used to consummate any Pending Loan Modification
shall substantially conform with the description set forth in the Pending Loan
Modification Schedule.  The Seller makes no representation or warranty as to
whether any or all of the Pending Loan Modifications will be consummated.

          (b) There shall be added to the Estimated Apportionment Amount payable
to the Seller or credited toward the Estimated Apportionment Amount payable to
the Purchaser, as applicable, the amount of funds advanced to Mortgagors
pursuant to Pending Loan Modifications that have been consummated prior to the
Closing Date as reflected on the Pending Loan Modifications Schedule updated to
the Closing Date.

          (c) As of the Closing Date, the Purchaser shall assume the rights and
obligations of the Seller with respect to ongoing negotiations with Mortgagors
and the consummation of Pending Loan Modifications and the advancement of any
funds required thereunder.

          Section 2.14  Delinquent Real Estate Taxes and Assessments.
                        -------------------------------------------- 

          The Purchaser shall be responsible for the payment of all delinquent
real estate taxes and assessments existing as of the Closing Date with respect
to any Mortgaged Property, and any penalties and interest thereon, provided,
                                                                   -------- 
however, that the Seller shall reimburse the Purchaser for any and all such
- - -------                                                                    
payments made by the Purchaser after the Purchaser has paid in the aggregate
$119,000 for such payments, promptly upon receipt from the Purchaser of a
statement therefor.

          Section 2.15  Continuing Cooperation; Subsequent Documentation.
                        ------------------------------------------------ 

          At any time, and from time to time after the Closing Date, upon the
reasonable request of either party hereto, and at the expense of such party, the
other party shall do, execute, acknowledge and deliver, and shall cause to be
done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required
in order to accomplish any provision herein, including without limitation the
assignment of any financing statements, guarantees and the like.  In addition,
in the event that the Seller determines subsequent to the Closing Date that it
needs access to any documents relating to a Mortgage Loan or REO Property for
accounting, tax, litigation or other purposes, the Purchaser 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       16

shall promptly provide copies of such documents to the Seller, to the extent in
the Purchaser's possession, and at the Seller's expense.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

          Section 3.01  General Representations and Warranties of the Seller.
                        ---------------------------------------------------- 

          The Seller represents and warrants to the Purchaser that as of the
date hereof and as of the Closing Date:

                   (i)  Due Organization. The Seller is a federal savings bank,
                        ----------------                        
duly chartered, validly existing and in good standing under the federal laws of
the United States.

                  (ii)  Authorization; Binding Obligation.  The Seller has the 
                        ---------------------------------         
corporate power and authority to hold each Asset, to sell each Asset, to
execute, deliver and perform this Agreement, and to enter into and consummate
all transactions contemplated by this Agreement. The Seller has duly authorized
the execution, delivery and performance of this Agreement and has duly executed
and delivered this Agreement, and this Agreement, assuming due authorization,
execution and delivery by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors' rights generally (including laws and regulations
affecting the rights of creditors of federal savings banks) and to general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

                 (iii)  No Conflict. The consummation of the transactions
                        -----------                           
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the Seller's
          charter or by-laws or any material agreement or instrument to which
          the Seller is now a party, or constitute a default or result in an
          acceleration under any of the foregoing, or result in the violation of
          any law, rule, regulation, order, judgment or decree to which the
          Seller or its property is subject, which conflict, breach, default,
          acceleration or violation would have a material adverse effect on the
          ability of the Seller to perform its obligations under this Agreement.

                  (iv)  No Litigation. Except for unlawful detainer actions and
                        -------------
          actions under the United States Bankruptcy Code against a tenant of a
          Property or involving a Mortgagor and receivership proceedings with
          respect to a Mortgaged Property, and except as set forth in Schedule
                                                                      --------
          3.01(iv) hereto, there is no action, suit proceeding or investigation
          --------
          pending or, to the Seller's knowledge, threatened against the Seller
          or relating to any Asset, which challenges, relates to, or adversely
          affects the right, title or interest of the Seller in or to such Asset
          or, if determined adversely to the Seller, would prevent the
          consummation of the sale of such Asset to the Purchaser as
          contemplated hereby.

                   (v)  No Consent Required. No consent, approval, authorization
                        -------------------
          or order of any court or governmental agency is required for the
          execution and delivery of this Agreement by the Seller or for the
          performance by the Seller of its obligations 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       17

          hereunder or, if required, such consent, approval, authorization or
          order will have been obtained prior to the Closing Date except for the
          Post-Closing Consents.

                  (vi)  Foreign Person.  The Seller is not a foreign person
                        --------------
          within the meaning of Section 1445(f) of the Internal Revenue Code,
          and the Seller agrees to execute any and all documents necessary or
          required by the Internal Revenue Service in connection with such
          declaration.

          Section 3.02  Representations and Warranties as to the Mortgage Loans.
                        ------------------------------------------------------- 

          The Seller hereby represents and warrants to the Purchaser that, as of
the Closing Date:

                   (i)  True Information.  The information set forth on the 
                        ----------------
          Mortgage Loan Schedule is true and correct in all material respects,
          except to the extent that any Mortgaged Properties have become REO
          Properties prior to the Closing Date and the related Mortgage Loan
          appears on the Mortgage Loan Schedule.

                  (ii)  Ownership. The Seller has good title to, and is the sole
                        --------- 
          owner of, each Mortgage Loan Asset, free and clear, except as set
          forth on the Mortgage Loan Schedule, of any other ownership interest
          or participation interest in favor of any other Person and free and
          clear of any lien, charge or encumbrance.

                 (iii)  Full Disbursement. Each Mortgage Loan has closed and the
                        -----------------
          proceeds of each Mortgage Loan have been fully disbursed and there is
          no requirement for future advances to the Mortgagor thereunder except
          as described in the Pending Loan Modification Schedule. For purposes
          hereof, capitalization of interest pursuant to a negative amortization
          provision shall not be deemed to be an "advance" to the Mortgagor, and
          any Escrow Payments shall be deemed fully disbursed.

                  (iv)  First Lien.  In the case of each Mortgage Loan, the
                        ----------                                
          related Mortgage has been properly recorded and is a valid first lien
          on the related Mortgaged Property, including all improvements on such
          Mortgaged Property, securing the amounts owed on the related Mortgage
          Note, subject only to Permitted Encumbrances and delinquent real
          estate taxes and assessments. The Seller makes no representation or
          warranty with reference to the perfection or priority, under the
          Uniform Commercial Code, of any security interest in personal
          property.
                   (v)  No Modification.  The terms of the Mortgage Notes or the
                        ---------------   
          Mortgages have not been altered, modified or waived by Seller in any
          respect, except by a written instrument contained in the Loan
          Documents in the Investors' Review Files (and recorded in the case of
          a Mortgage, if necessary, in order to maintain the first priority lien
          thereof) or as set forth in the Pending Loan Modification Schedules or
          Schedule 2.07(a)(ii).

                  (vi)  Title Insurance. Each Mortgage Loan is covered by an
                        ---------------                       
          ALTA lender's title insurance policy, or other form of title insurance
          policy generally acceptable to prudent institutional lenders, issued
          by a title insurer qualified to do business in the jurisdiction where
          the Mortgaged Property is located, insuring, subject only to
          exceptions described in such policy, the Seller, its successors and

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       18

          assigns as to the first priority lien of the Mortgage in the original
          principal amount of the Mortgage Loan. The title insurance policy is
          in full force and effect and will be in full force and effect on the
          Closing Date and will inure to the benefit of the Purchaser without
          any further act. To the best of the Seller's knowledge, no claims have
          been made under any such title insurance policy.

                 (vii)  Hazard Insurance. Each Mortgage securing a Mortgage Loan
                        ----------------
          requires the Mortgagor thereunder to maintain a fire and other hazard
          insurance policy covering such losses as are covered under a standard
          extended coverage endorsement with mortgagee rights and protections
          customary for mortgage lending practices in the locality in which the
          Mortgaged Property is located, and, to the extent required as of the
          date of origination of such Mortgage by the Seller consistent with its
          normal mortgage lending practice, against other risks insured against
          by persons operating like properties in the locality of the Mortgaged
          Property.

                (viii)  No Release. No Mortgage Note or Mortgage has been
                        ----------
          satisfied, canceled, subordinated to another mortgage or rescinded, in
          whole or in part, and no Mortgaged Property has been released from the
          lien of the related Mortgage, in whole or in part, except to the
          extent that any related Mortgaged Properties have become REO
          Properties prior to the Closing Date.

                  (ix)  Compliance with Laws. With respect to each Mortgage
                        --------------------
          Loan, there is no material violation by the Seller of any law
          pertaining to usury, truth-in-lending, consumer credit protection,
          equal credit opportunity or any similar law applicable to the
          origination of such Mortgage Loan at the time it was made, which
          violation would give rise to a valid defense on the part of the
          Mortgagor that would prevent the Purchaser from foreclosing upon the
          property mortgaged or pledged as collateral for such Mortgage Loan.

                   (x)  No Defenses.  Except as described in Schedule 3.01(iv)
                        -----------                          -----------------
          hereto, no Mortgage Loan is subject to any valid right of rescission,
          set-off, abatement or diminution, or any valid counterclaim or defense
          that would prevent the Purchaser from foreclosing upon the property
          mortgaged or pledged as collateral for such Mortgage Loan.

                  (xi)  Enforceability. Each Mortgage Note and Mortgage is
                        --------------                            
          genuine and constitutes the legal, valid and binding obligation of the
          obligor thereunder, subject to bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally and to general principles of equity (regardless of whether
          such enforcement is considered in a proceeding in equity or at law),
          and each contains provisions customary among prudent institutional
          mortgage lenders so as to render the rights and remedies of the
          secured lender thereunder adequate for the realization of the material
          benefits of the security provided thereby.

                 (xii)  No Cross-Collateralization.  No Mortgage Loan is secured
                        --------------------------
          by any real estate collateral except the lien of the related Mortgage,
          an assignment of the related leases, and any related security
          agreement; no Mortgaged Property or REO Property secures any other
          mortgage loan not included in the pool of Mortgage Loans sold under
          this Agreement; nor is any Mortgage Loan cross-defaulted with any
          other mortgage loan nor is any Mortgage Loan secured by the mortgaged
          property which secures another mortgage loan; except that there may be
          additional 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       19

          security, cross-collateralization or cross-defaulting if all the 
          cross-collateralized and cross-defaulted Mortgage Loans are included
          in the pool of Mortgage Loans sold under this Agreement and Mortgaged
          Properties may secure other Mortgage Loans, if the Mortgage Loans are
          all included in the pool of Mortgage Loans sold under this Agreement.

                (xiii)  Investors' Review File. To the best of the Seller's
                        ----------------------
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related Mortgage Loan. The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons. The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File. The Purchaser acknowledges that the Investors'
          Review File may not include all opinions of value in the Seller's
          possession, if any.

                 (xiv)  Condemnation. To the best of the Seller's knowledge,
                        ------------
          there is no proceeding pending or threatened for the total or partial
          condemnation of any Mortgaged Property so as to affect adversely the
          value of the Mortgaged Property as security for the Mortgage Loan or
          the use for which the Premises were intended.

                  (xv)  Originator. Each Mortgage Loan was originated by the
                        ----------  
          Seller, a subsidiary of the Seller, or a savings and loan association,
          a savings bank, a commercial bank or similar banking institution which
          is supervised and examined by a federal or state banking authority.

                 (xvi)  No Fraud.  There was no fraud on the part of the Seller
                        --------
          with respect to the origination of any Mortgage Loan originated by the
          Seller. 

          Section 3.03  Representations and Warranties as to the REO Properties.
                        -------------------------------------------------------
                                                  
          The Seller hereby represents and warrants to the Purchaser that, as of
the Closing Date:

                   (i)  True Information.  The information set forth on the REO
                        ----------------  
          Property Schedule is true and correct in all material respects, except
          to the extent that any Mortgaged Properties have become REO Properties
          prior to the Closing Date and such REO Property does not appear on the
          REO Property Schedule (and the related Mortgage Loan appears on the
          Mortgage Loan Schedule).

                  (ii)  Ownership and Title. With respect to each REO Property,
                        -------------------
          the Seller has good title thereto and is the sole owner thereof, free
          and clear of any other ownership interest or participation interest in
          favor of any other Person, subject only to Permitted Encumbrances.

                 (iii)  No Delinquencies. There are no delinquent taxes, ground
                        ---------------- 
          rents, water charges, sewer rents, assessments or other similar
          delinquent charges adversely affecting any REO Property that gives
          rise to a lien thereon.

                  (iv)  Condemnation. To the best of the Seller's knowledge,
          there is no proceeding pending or threatened for the total or partial
          condemnation of any REO 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       20

          Property so as to adversely affect the value of the REO Property or
          the use for which the Premises were intended.

                   (v)  Investors' Review File.  To the best of the Seller's
                        ---------------------- 
          knowledge, each Investors' Review File contains all information in the
          Seller's possession or under the Seller's control which is material to
          an evaluation of the related REO Property. The Seller makes no
          representation or warranty as to the accuracy of information contained
          in documents or papers in an Investors' Review File which have been
          provided to the Seller by third persons. The Seller makes no
          representation or warranty as to any opinion of value contained in the
          Investors' Review File. The Purchaser acknowledges that the Investors'
          Review File may not include all opinions of value in the Seller's
          possession, if any.

                                   ARTICLE IV

                        REPRESENTATIONS, WARRANTIES AND
                           COVENANTS OF THE PURCHASER

          Section 4.01  Representations and Warranties of the Purchaser
                        -----------------------------------------------

          The Purchaser represents and warrants to the Seller that as of the
date hereof and as of the Closing Date:

                   (i)  Due Organization. Each of the entities comprising the
                        ----------------
          Purchaser has been duly organized and is validly existing and in good
          standing as a corporation or partnership, as the case may be, under
          the laws of the state of its organization.

                  (ii)  Authorization; Binding Obligation. The Purchaser has the
                        ---------------------------------
          corporate power and authority to execute, deliver and perform this
          Agreement and to enter into and consummate all the transactions
          contemplated by this Agreement. The Purchaser has duly authorized the
          execution, delivery and performance of this Agreement and has duly
          executed and delivered this Agreement, and this Agreement, assuming
          due authorization, execution and delivery by the Seller, constitutes a
          legal, valid and binding obligation of the Purchaser, enforceable
          against it in accordance with its terms, subject to bankruptcy,
          insolvency, reorganization, moratorium and other similar laws
          affecting creditors' rights generally and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding inequity or at law).

                 (iii)  No Conflict. The consummation of the transactions
                        -----------
          contemplated by this Agreement will not conflict with or result in a
          breach of any of the terms, conditions or provisions of the
          Purchaser's charter or by-laws or any material agreement or instrument
          to which the Purchaser is now a party, or constitute a default or
          result in an acceleration under any of the foregoing, or result in
          violation of any law, rule, regulation, order, judgment or decree to
          which the Purchaser or its property is subject, which conflict,
          breach, default, acceleration or violation would have a material
          adverse effect on the ability of the Purchaser to perform its
          obligations under this Agreement.

                  (iv)  No Litigation.  There is no action, suit proceeding or
                        -------------
          investigation pending or, to the Purchaser's knowledge, threatened
          against the Purchaser, which, 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       21

          if determined adversely to the Purchaser, would prevent the
          consummation of the purchase of the Assets by the Purchaser as
          contemplated hereby.

                   (v)  No Consent Required.  No consent, approval,
                        -------------------
          authorization or order of any court or governmental agency is required
          for the execution and delivery of this Agreement by the Purchaser or
          for the performance by the Purchaser of its obligations hereunder or,
          if required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents. The Purchaser acknowledges and agrees that the Seller makes
          no representations or warranties, and there can be no assurances, as
          to whether or not the Post-Closing Consents will be obtained or as to
          the time and expense required to obtain such Post-Closing Consents.
          The Seller shall cooperate with the Purchaser and make every
          reasonable effort to obtain the Post-Closing Consents, provided,
                                                                 --------
          however, that the costs of obtaining the Post-Closing
          -------
          Consents and the risk of any failure to obtain the Post-Closing
          Consents shall be borne by the Purchaser.

                  (vi)  Decision to Purchase.  The Purchaser is a sophisticated
                        -------------------- 
          investor and its bid and decision to purchase the Assets are based
          upon its own independent expert evaluations of the Due Diligence
          Materials and other materials deemed relevant by the Purchaser and its
          agents. The Purchaser has had an opportunity to examine the Properties
          and hereby accepts the physical condition and state of repair thereof.
          The Purchaser hereby expressly acknowledges that it is fully aware of
          the physical condition and state of repair of the Properties and has
          inspected the Properties to the extent it has deemed necessary and
          agrees to purchase the Assets taking into account the related
          Properties in their "as is" condition "with all faults" as of the
          Closing Date (including, with respect to Condominium Units and REO
          Condominium Units, the "as is" condition "with all faults" of the
          related Condominium Project), except to the extent that the Seller has
          expressly made a representation or warranty in this Agreement. The
          Purchaser is entering into this Agreement based solely upon such
          evaluations and inspections, and has not relied upon any oral or
          written information or any representations or warranties whatsoever
          from the Seller or any of its respective employees, affiliates, agents
          or representatives, other than the representations and warranties of
          the Seller expressly contained herein. WITHOUT LIMITATION OF THE
          FOREGOING, THE PURCHASER ACKNOWLEDGES THAT THE SELLER HAS MADE NO
          REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY CONTAINED IN THIS
          AGREEMENT, AS TO THE MORTGAGORS, THE PROPERTIES (INCLUDING, WITHOUT
          LIMITATION, THE VALUE, MARKETABILITY, CONDITION OR FUTURE PERFORMANCE
          THEREOF, THE EXISTENCE OF ANY LEASES OR THE STATUS OF ANY TENANCIES OR
          OCCUPANCIES WITH RESPECT THERETO, THE APPLICABILITY OF ANY RENT
          CONTROL OR RENT STABILIZATION LAWS, OR THE COMPLIANCE OR LACK OF
          COMPLIANCE THEREOF WITH ANY LAWS, INCLUDING WITHOUT LIMITATION
          ENVIRONMENTAL AND LAND USE OR OCCUPANCY LAWS) OR OTHERWISE, AND THAT
          NO EMPLOYEE OR REPRESENTATIVE OF THE SELLER HAS BEEN AUTHORIZED TO
          MAKE ANY STATEMENTS OR REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE
          EXPRESSLY CONTAINED IN THIS AGREEMENT.

                 (vii)  Due Diligence. The Purchaser has been urged, invited and
                        -------------
          directed to conduct such due diligence review and analysis of the
          Investors' Review Files 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       22

          and related information, together with such records as are generally
          available to the public from local, county, state and federal
          authorities, record-keeping offices and courts, as the Purchaser
          deemed necessary, proper or appropriate in order to make a complete
          informed decision with respect to the purchase and acquisition of the
          Assets. The Purchaser acknowledges that it has had the opportunity to
          conduct legal, environmental, on-site and other appropriate due
          diligence as to each Asset. The Purchaser acknowledges that certain of
          the Properties were in the geographical area affected by the
          Northridge Earthquake, and that certain Mortgagors have received loans
          to repair damage caused by the Northridge Earthquake, some of which
          loans are unsecured, or secured by liens subordinate to the related
          Mortgage, and that such unsecured or subordinate loans are not being
          transferred to the Purchaser. The Purchaser represents that it has
          conducted its due diligence with full consideration of the foregoing.

                (viii)  Economic Risk. The Purchaser acknowledges that the
                        -------------
          Assets may have limited or no liquidity and the Purchaser has the
          financial wherewithal to own the Assets for an indefinite period of
          time and to bear the economic risk of an outright purchase of the
          Mortgage Loans and a total loss of the Purchase Price for the Assets.

                  (ix)  Nondisclosure. The Purchaser is in full compliance with
                        -------------
          its obligations under the terms of any confidentiality agreement
          executed by the Purchaser to review the information made available by
          Seller to all potential buyers of the Assets, and the Purchaser
          acknowledges that any such agreement is not superseded or abrogated by
          this Agreement, including without limitation as to (a) any liability
          incurred by the Purchaser for any non-compliance prior to the date of
          this Agreement or (b) any Assets reviewed by the Purchaser but not
          acquired by the Purchaser.

                   (x)  Assistance of Third Parties. The Purchaser hereby agrees
                        ---------------------------
          and acknowledges that the Seller shall have no responsibility or
          liability to the Purchaser arising out of or related to any third
          parties' failure to assist or cooperate with the Purchaser except with
          respect to the Seller's own employees. In addition, the Purchaser is
          not relying upon the continued actions or efforts of the Seller
          (except as specifically set forth herein) or any third party in
          connection with its decision to purchase the Assets. The risks
          attendant to the potential failure or refusal of third parties to
          assist or cooperate with the Purchaser and/or the Seller in the
          effective transfer and assignment of the Assets, and/or related
          Properties shall be borne by the Purchaser.

                  (xi)  Enforcement/Legal Actions. The Purchaser shall not
                        -------------------------
          institute any enforcement or legal action or proceeding in the name of
          the Seller. The Purchaser shall not, except where circumstances
          reasonably require revealing the purchase of the Assets from the
          Seller, make reference to the Seller in any correspondence to or
          discussion with any particular Mortgagor regarding enforcement or
          collection of the Assets or sale, rental or other disposition of any
          of the Properties. The Purchaser shall not misrepresent, mislead,
          deceive, or otherwise fail to adequately disclose to any particular
          obligor or guarantor the identity of the Purchaser, the owner of the
          Assets and possession of the Loan Documents. Except as specified
          above, the Purchaser shall not use the Seller's name, or any name
          derived therefrom or confusingly similar therewith in connection with
          the Purchaser's enforcement, collection, or management of the Assets.
          The Purchaser agrees and acknowledges 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       23

          that there may be no adequate remedy at law for a violation of the
          terms of this subsection, and the Seller shall have the right to seek
          the entry of an order by a court of competent jurisdiction enjoining
          any violation hereof.

                 (xii)  Indemnification of Mortgage Trustee. Purchaser shall
                        -----------------------------------
          indemnify, defend and hold Gateway Mortgage Company, a subsidiary of
          the Seller ("Gateway"), and its officers, directors, employees,
          agents, affiliates, successors and assigns (each a "Gateway
                                                              -------
          Representative") harmless from and against any and all Claims based
          --------------                    
          upon, arising from or relating to Gateway's or any Gateway
          Representative's acts or omissions as trustee of any Mortgage from the
          Closing Date until the date on which Gateway no longer serves as the
          trustee of such Mortgage; provided that such obligation to indemnify,
          defend and hold harmless shall apply only to Claims asserted against
          the Purchaser and Gateway or any Gateway Representative concurrently
          by the party making the Claim and shall not apply to the gross
          negligence or willful misconduct of Gateway or a Gateway
          Representative. Gateway or the Gateway Representative shall promptly
          notify the Purchaser of any such Claim and the Purchaser shall have
          the right to assume the defense with respect thereto and control the
          defense thereof with counsel of the Purchaser's reasonable choice. If
          the Purchaser elects not to assume such defense, Gateway or the
          Gateway Representative shall assume the defense of such Claim, and the
          Purchaser shall reimburse Gateway or the Gateway Representative for
          its reasonable out-of-pocket legal fees and expenses and costs of
          investigation with respect to such Claim as the same are incurred. In
          no event shall Gateway or the Gateway Representative consent to the
          settlement of any Claim with a third party without the prior written
          consent of the Purchaser. It is the intent of the Seller and the
          Purchaser that the obligations of the Purchaser under this subsection
          shall survive the Closing and the transfer of servicing of the
          Mortgage Loans, and that Gateway be a third party beneficiary to the
          provisions of this subsection.

                                   ARTICLE V

                    SPECIAL REPRESENTATIONS, WARRANTIES AND
                 COVENANTS CONCERNING STRUCTURAL DEFECTS AND 
                        ENVIRONMENTAL HAZARDS; REMEDIES

          Section 5.01  Structural Defects.
                        ------------------ 

          The Seller represents and warrants to the Purchaser as of the Closing
Date that, subject to the limitations contained in the definitions applicable to
this Section, all of the Structural Defects, if any, in any Property which are
not disclosed in the Investors' Review File for the related Mortgage Loan or REO
Property, or otherwise disclosed in writing to the Purchaser on or before the
Bid Information Date, would not, in the aggregate for such Property, require for
their restoration or repair, an amount in excess of the Cure Threshold for such
Property.

          Section 5.02  Environmental Hazards.
                        --------------------- 

          The Seller represents and warrants to the Purchaser as of the Closing
Date that, subject to the limitations contained in the definitions applicable to
this Section and in the following sentence, there is no Environmental Hazard in,
on or under any Property which would require for its remediation an amount in
excess of the Cure Threshold for such Property.  No representation or warranty
is made with respect to any Property on which the Premises consist of a single
family residence.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       24

          Section 5.03  Certificate of Structural Defect.
                        -------------------------------- 

          If the Purchaser believes that the Seller is in breach of the
representation and warranty given in Section 5.01 because there is an
undisclosed Structural Defect, the Purchaser shall deliver to the Seller a
notice and certificate of structural defect ("Notice of Defect").  A Notice of
                                              ----------------                
Defect shall (i) identify the Mortgaged Property or REO Property which the
Purchaser contends has a Structural Defect, (ii) describe the claimed Structural
Defect in detail, (iii) include a report from a licensed structural engineer
describing the claimed Structural Defect, (iv) include such licensed structural
engineer's (A)  estimate of the cost to cure such Structural Defect and the
repairs to be made, listing materials and component items (the "Cure Estimate"),
                                                                -------------   
or (B) statement that the Structural Defect cannot be cured, and (v) be
accompanied by reports, correspondence, photographs and any other materials used
by the Purchaser and such licensed structural engineer to determine that a
Structural Defect exists and to prepare the Cure Estimate. The Notice of Defect
shall be signed by an officer of the Purchaser.

          Section 5.04  Certificate of Environmental Hazard.
                        ----------------------------------- 

          If the Purchaser believes that the Seller is in breach of the
representation and warranty given in Section 5.02, the Purchaser may deliver to
the Seller a notice and certificate of environmental hazard ("Notice of
                                                              ---------
Hazard").  A Notice of Hazard shall (i) identify the Mortgaged Property or REO
Property which the Purchaser contends has an Environmental Hazard, (ii) describe
the claimed Environmental Hazard in detail, (iii) include a report from a
Registered Professional Engineer or a Registered Engineering Geologist with
substantial expertise in environmental matters (an "Environmental Engineer")
                                                    ----------------------  
describing the claimed Environmental Hazard, (iv) include such Environmental
Engineer's (A) estimate of the cost to cure such Environmental Hazard and the
repairs to be made, listing materials and component items (the "Cure Estimate"),
                                                                -------------   
or (B) statement that the Environmental Hazard cannot be cured, and (v) be
accompanied by reports, correspondence, photographs and any other materials used
by the Purchaser and such Environmental Engineer to determine that a
Environmental Hazard exists and to prepare the Cure Estimate. The Notice of
Hazard shall be signed by an officer of the Purchaser.

          Section 5.05  Limitations.
                        ----------- 

          (a) The representations and warranties in Section 5.01 and Section
5.02 shall terminate and be of no further effect on the earlier of (i) the
sixtieth calendar day following the Closing Date, and (ii) the acquisition of
title to the related Mortgaged Property pursuant to foreclosure or other
proceedings or the acceptance of a deed in lieu of foreclosure by the Purchaser,
and no Notice of Defect or Notice of Hazard given by the Purchaser to the Seller
after the close of business on that date shall have any force or effect, unless
that time has been extended as provided in Section 5.05(b).

          (b) Only one Notice of Defect and one Notice of Hazard may be given
for any Mortgaged Property or REO Property.  If, after diligent and good faith
efforts (including without limitation, requesting the assistance of the Seller)
to gain access to a Mortgaged Property or an REO Property in order to obtain the
report or assessment described in Section 5.01 or 5.02, the Purchaser is unable
to gain such access prior to the forty-fifth calendar day following the Closing
Date, the date referred to in Section 5.05(a)(i) shall be extended for one day
for each day of delay in gaining such access up to a maximum of thirty (30)
additional days.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       25

          Section 5.06  Seller's Options.
                        ---------------- 

          Upon receipt of a Notice of Defect or Notice of Hazard, given on or
prior to the sixtieth calendar day following the Closing Date (or such extended
date as is provided for in Section 5.05(b)), the Seller shall have the following
options as to the Mortgage Loan or REO Property to which it relates, to be
exercised within sixty (60) days after the Notice of Defect or Notice of Hazard:

                   (i)  The Seller may repurchase the related Asset under the
          terms of Article VI, without reference to the cure provisions of
          Article VI.

                  (ii)  The Seller may give notice to the Purchaser that the
          Seller disputes the accuracy of the Cure Estimate. If the Seller gives
          such notice, the Purchaser shall, within fifteen (15) days, obtain a
          second bid for the work from licensed contractors that are independent
          from those that prepared the Cure Estimate and are not affiliates or
          employees of the Seller, and deliver such bid to the Seller. The
          Seller shall, within such period, obtain a third bid for the work from
          licensed contractors and shall then reimburse the Purchaser, by
          depositing in an escrow account as described in subsection (iii)
          below, an amount equal to the average of the two lowest bids among the
          Cure Estimate, the second bid and the third bid, less the Cure
          Threshold amount.

                 (iii)  The Seller may give notice that if the Purchaser cures
          the claimed Structural Defect, or remediates the claimed Environmental
          Hazard, as the case may be, the Seller will reimburse the Purchaser
          for the Purchaser's actual costs above the Cure Threshold amount. If
          the Seller gives such notice, the Seller will forthwith deposit into
          an escrow account, jointly controlled by the Purchaser and the Seller,
          the difference between the Cure Threshold amount and the Cure
          Estimate. Upon completion of the cure or remediation (performed as
          contemplated by the Cure Estimate), the Seller shall pay the Purchaser
          the difference between the Cure Threshold amount and the actual costs
          of cure or remediation by disbursement to the Purchaser of the amount
          held in escrow and further payment by the Seller to the extent the
          amount held in escrow is insufficient. Any balance of the escrow
          account after such payment to the Purchaser shall be returned to the
          Seller.

                  (iv)  The Seller may give notice accompanied by written
          information showing the basis of its assertion that it asserts (A) the
          claimed Structural Defect was disclosed to the Purchaser on or prior
          to the Bid Date, or (B) the claimed condition in whole or part does
          not meet the definition of Structural Defect or of Environmental
          Hazard. If the Seller gives such notice, all of the rights,
          obligations and time periods provided in this Article V shall be
          preserved and extended until all issues with respect to the disclosure
          or existence of the claimed Structural Defect or Environmental Hazard
          are resolved.

                   (v)  If the Seller makes no election within the time
          provided, the Seller shall repurchase the related Asset under the
          terms and subject to the limitations of Article VI, without reference
          to the cure provisions of Article VI, no later than the 45th day
          following the Notice of Defect or the Notice of Hazard.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       26

          Section 5.07  Environmental Risks.
                        ------------------- 

          The Purchaser acknowledges and agrees that there may be certain
environmental issues and/or risks with respect to a Property (including the
Premises) which may or may not be visible or apparent and which may or may not
be above or below the surface thereof.  Any materials relating to environmental
conditions which may be in the Investors' Review File or is otherwise provided
or made available by the Seller, is provided with no representations whatsoever
as to the accuracy, completeness or timeliness of any information contained in
such report or materials, or the expertise with which they were prepared.  The
Purchaser acknowledges that the Seller has not prepared or warranted such
information, and that the Seller shall have no liability whatsoever in
connection with such report or materials.

          Section 5.08  Purchaser's Release of Seller.
                        ----------------------------- 

          The Purchaser, for itself, its successors and its assigns, hereby
releases and discharges the Seller and its officers, directors, employees,
successors and assigns from and against any and all claims, demands,
liabilities, obligations, damages, actions, causes of action, judgments, liens,
bonding requirements, losses, expenses, fines, charges, penalties,
administrative and judicial proceedings and orders, and enforcement actions of
every kind, including attorneys' fees and court costs ("Claims"), known or
                                                        ------            
unknown, present or future, fixed or contingent, against the Seller at any time
by reason of or arising out of the violation of the Comprehensive Environment
Response, Compensation and Liability Act of 1980, as amended, or any other
federal, state or local environmental laws by any Person, or the presence of
hazardous materials on any Property.  Nothing in this Section 5.08 is intended
to alter any obligation of Seller under the warranty contained in Section 5.02.

          The Purchaser, for itself, its successors and its assigns, hereby
agrees, represents, and warrants that the matters released in this Section 5.08
are not limited to matters that are known or disclosed, and the Purchaser hereby
waives any and all rights and benefits that it now has, or in the future may
have, conferred upon it by virtue of the provisions of Section 1542 of the Civil
Code of the State of California (or any other statute or common law principles
of similar effect), which provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR.

          In this connection, the Purchaser hereby agrees, represents, and
warrants that it realizes and acknowledges that factual matters now unknown to
it may have given or may hereafter give rise to Claims that are presently
unknown, unanticipated, and unsuspected, and it further agrees, represents, and
warrants that this release has been negotiated and agreed upon in light of that
realization and it nevertheless hereby intends to release, discharge, and acquit
the Seller and its officers, directors, employees, successors and assigns  from
any such unknown Claims described in the first paragraph of this Section 5.08.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       27

                                   ARTICLE VI

                                    REMEDIES
          Section 6.01  Breach of the Seller's Representations and Warranties;
                        -----------------------------------------------------
                        Non-delivery of Documents; Cure; Repurchase.
                        ------------------------------------------- 

          Upon discovery by the Purchaser of (i) a breach of any of the
representations and warranties contained in Article III with respect to an Asset
for which a good faith estimate of the cost to cure such breach exceeds the Cure
Threshold or (ii) the Seller's failure to deliver any document described in
Section 2.03(iv)-(viii) and Section 2.04(ii)-(vii), the Purchaser shall give the
Seller prompt written notice of such breach or non-delivery specifying in detail
such breach or non-delivery and, in the case of a breach, the basis for the
estimate of the cost to cure such breach.  Such notice shall be given, in the
case of any such breach, not later than one (1) day prior to the day on which
the Seller's obligation to repurchase such Asset terminates pursuant to Section
6.02 or, in the case of any such non-delivery of documents, not later than
twenty (20) Business Days after the termination of any servicing agreement
between the Seller and the Purchaser with respect to the related Mortgage Loan
or REO Property, if there is such a servicing agreement, or twenty (20) Business
Days after the Closing Date, if there is no such servicing agreement.  The
Seller shall have a period of sixty (60) days from the date it receives such
notice from the Purchaser to correct or cure such breach or non-delivery.  With
respect to any breach, if, at the expiration of such sixty (60) day period, the
Seller has not cured or corrected such breach but has made reasonable progress
toward effecting a cure or correction and the Seller in good faith believes that
such breach can be cured or corrected within a reasonable period of time
following the expiration of such sixty (60) day period, then the Seller shall
give notice thereof to the Purchaser and shall have a reasonable additional
period of time to cure or correct such breach; provided, however, that in no
                                               --------  -------            
event shall such additional period of time extend beyond ninety (90) days
following the expiration of the initial sixty (60) day period.  If the Seller
does not cure such breach or non-delivery within the time periods referred to in
the prior two sentences of this Section 6.01 or, if at any earlier time it
becomes reasonably determinable by the Seller that such breach or non-delivery
cannot be cured or corrected and the Seller so notifies the Purchaser, then upon
notice by the Purchaser to the Seller given not later than twenty (20) Business
Days after the expiration of the period or periods of time to cure or correct
(or such earlier notice from the Seller), the Seller shall repurchase from the
Purchaser at the Repurchase Price the Asset with respect to which such breach or
non-delivery relates in accordance with Section 6.03.

          Failure by the Purchaser to give any of the notices specified above
within any of the periods specified above shall terminate the Seller's
obligations under this Section 6.01 with respect to the related Asset.
Furthermore, the foregoing shall not be interpreted to limit in any manner the
Seller's right to dispute the existence of any breach or non-delivery specified
by the Seller in any such notice.

          It is understood and agreed that the remedies contained in this
Section 6.01 shall be the sole and exclusive remedies of the Purchaser in
connection with any breach by the Seller of the representations and warranties
contained in Article III.

          Section 6.02  Termination of the Seller's Obligation to Repurchase.
                        ---------------------------------------------------- 

          The Seller's obligations to repurchase any Asset pursuant to Section
6.01, Article V and Section 2.06(d) shall terminate upon the earlier of (A) one
hundred eighty (180) days from the Closing Date (or the earlier date provided in
Section 2.06(d) or Article V), except to the extent any notice of breach, non-
delivery, Structural Defect, Environmental Hazard or other notice involving 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       28

the Seller's obligation to repurchase such Asset has previously been given by
the Purchaser to the Seller as required prior thereto, and (B) the first to
occur of the following events, whether or not notice of breach, non-delivery,
Structural Defect, Environmental Hazard or other notice involving the Seller's
obligation to repurchase such Asset has previously been given to the Seller:

                   (i)  Any material alteration, modification or waiver of the
          terms of the related Mortgage Loan, Mortgage Note or Mortgage. Without
          limitation, it shall be deemed material to modify the Mortgage Loan by
          extending the maturity date for one year or more, reducing the
          interest rate by one percentage point or more, reducing the principal
          balance by ten percent or more, releasing any real property from the
          Mortgage, or any guaranty or surety, other than as required, and
          reducing the installment payment amounts such that the Mortgage Loan
          begins to negatively amortize. Forbearance for four months or less
          shall not be deemed a material modification.

                  (ii)  The payment in full by Mortgagor or any guarantor or
          surety, satisfaction, cancellation, release, discharge, subordination
          or rescission of the related Mortgage Loan, Mortgage Note or Mortgage.

                 (iii)  The transfer of title to the related REO Property or the
          transfer of the related Mortgage Loan, Mortgage Note or Mortgage,
          unless such transfer is to an affiliate of the Purchaser.

                  (iv)  The condemnation of, or a casualty with respect to, the
          related Property or a material part thereof, except as provided in
          Section 6.05.

                   (v)  The taking of any action or any inaction by the
          Purchaser that would subject the related Mortgage Loan to any valid
          right of rescission, set-off, abatement or diminution, or any valid
          counterclaim or defense that would prevent the Seller from foreclosing
          upon the Mortgaged Property.

                  (vi)  The acquisition of title to the related Mortgaged
          Property pursuant to foreclosure or other proceedings or the
          acceptance of a deed in lieu of foreclosure by Purchaser.

          Section 6.03  Transfer of Mortgage Loan Asset and Mortgage Loan File
                        ------------------------------------------------------
                        Upon Repurchase.
                        --------------- 

          Any repurchase of a Mortgage Loan Asset shall be accomplished by
deposit in an account designated by the Purchaser of the amount of the
Repurchase Price.  Simultaneously therewith, the Purchaser shall (i) deliver to
the Seller all originals and copies of the related Loan Documents and any other
documents that were delivered to the Purchaser pursuant to this Agreement
regarding such Mortgage Loan, together with any subsequent documents or records
pertaining to such Mortgage Loan, as well as to the foreclosure or repossession
of the Mortgaged Property; (ii) transfer, convey or assign to the Seller the
Mortgage Loan Asset in the same manner as such Mortgage Loan Asset was
transferred and assigned from the Seller to the Purchaser by documentation in
the same form as that delivered from the Seller to the Purchaser and endorsed,
where applicable as follows: "Pay to the order of Fidelity Federal Bank, F.S.B.
without recourse" or such other documentation which may be necessary to effect
the transfer from the Purchaser to the Seller; and (iii) assign and deliver all
escrow accounts and amounts that represent collected and undisbursed impound or
escrow funds received by the Purchaser on or after the Closing Date, if any,
less any amounts representing negative escrow balances, if any, funded by the
Purchaser on or 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       29

after the Closing Date together with evidence thereof acceptable to the Seller;
and (iv) deliver a certificate to the Seller certifying that, assuming the
accuracy of the Seller's representation in Section 3.02(ii), the Purchaser has
good title to, and is the sole owner of, such Mortgage Loan Asset, free and
clear of any other ownership interest or participation interest in favor of any
other Person and free and clear of any lien, charge or encumbrance. All amounts
paid over to the Seller hereunder shall be without payment of interest thereon.

          Section 6.04  Transfer of REO Asset Upon Repurchase.
                        ------------------------------------- 

          Any repurchase of an REO Asset shall be accomplished by deposit in an
account designated by the Purchaser of the amount of the Repurchase Price.
Simultaneously therewith, the Purchaser shall:  (i) convey any such REO Asset to
the Seller by means of a quitclaim deed (or its equivalent under the law of the
state where the related REO Property is located) delivered to the Seller; (ii)
execute and deliver all other documents necessary to reconvey to the Seller all
right, title and interest in and to such REO Asset, including, without
limitation, assignment and assumption agreements with respect to any leases and
keys; (iii) deliver to the Seller all originals and copies of the documents that
were delivered to the Purchaser pursuant to this Agreement regarding such REO
Property, together with any subsequent documents or records pertaining to such
REO Property as well as to any eviction proceedings related thereto; and (iv)
deliver a certificate to the Seller certifying that, assuming the accuracy of
the Seller's representation in Section 3.03(ii), with respect to each REO Asset
being reconveyed, the Purchaser has good title thereto and is the sole owner
thereof, free and clear of any other ownership interest or participation
interest in favor of any other Person, subject only to Permitted Encumbrances.
All amounts paid over to the Seller hereunder shall be without payment of
interest thereof.  The Seller shall promptly after the repurchase of any REO
Asset record the related deed and shall pay, as and when due, any transfer
taxes, deed stamps, recording fees and other similar charges required to be paid
in connection with any repurchase of REO Assets.

          Section 6.05  Risk of Loss.
                        ------------ 

          The risk of loss to a Property to be repurchased under Article VI
remains with the Purchaser until the repurchase is consummated, provided,
                                                                -------- 
however, that if after the Seller has received written notice that the Purchaser
- - -------                                                                         
will require the Seller to repurchase a specific Asset the related Property
suffers an Insured Loss, the Seller shall repurchase such Asset and the
Purchaser shall assign to the Seller the proceeds of the insurance covering the
Insured Loss.

          Section 6.06  Breach of the Purchaser's Representations and  
                        ---------------------------------------------
Warranties.
- - ----------

          The remedies of the Seller for any breach by the Purchaser of its
representations and warranties contained in Article IV shall be those provided
by applicable law.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       30

          Section 6.07  Distribution of Deposit and Remedies if No Closing.
                        -------------------------------------------------- 

          In the event that the purchase and sale transaction of the Assets
contemplated in this Agreement does not close by the Closing Date, or a later
date determined by the mutual written agreement of the parties, and such failure
to close results from a breach of this Agreement by the Purchaser or the
Purchaser's failure to satisfy a condition precedent set forth in Section 7.02,
the Deposit (less $2,000) shall be irrevocably forfeited as liquidated damages.
Prior to making a demand upon the Deposit Escrow Agent for such forfeiture of
the Deposit (less $2,000), the Seller shall first have provided written notice
of such breach or failure of such condition to the Purchaser, and two (2)
business days shall have elapsed without a cure by the Purchaser.  If the
Deposit (less $2,000) has been paid and forfeited to the Seller as liquidated
damages, the Purchaser shall be entitled to receive from the Deposit Escrow
Agent the remaining $2,000 of the Deposit.

          THE PURCHASER AND THE SELLER AGREE THAT, IN THE EVENT OF SUCH FAILURE,
          THE SELLER'S ACTUAL DAMAGES MIGHT BE DIFFICULT TO ASCERTAIN BECAUSE OF
          UNCERTAINTIES IN THE MARKET FOR THE ASSETS AND POTENTIAL FLUCTUATIONS
          OVER TIME OF THE VALUE OF THE SAME, AND THAT THE DEPOSIT CONSTITUTES A
          GOOD FAITH REASONABLE ESTIMATE OF THE ACTUAL DAMAGES TO BE INCURRED BY
          THE SELLER AND THEREFORE THAT THE AMOUNT OF THE DEPOSIT IS REASONABLE
          AS LIQUIDATED DAMAGES FOR THE BENEFIT OF THE SELLER AND THE PURCHASER
          IN SUCH EVENT.
 
          /s/                                    /s/
          ------------------------------         ----------------------------
          Initials of the Purchaser              Initials of the Seller

          If such failure to close does not result from a breach of this
Agreement by the Purchaser or the Purchaser's failure to satisfy a condition
precedent to the Closing set forth in Section 7.02, or the condition precedent
set forth in Section 7.03 is not satisfied, then the Seller shall instruct the
Deposit Escrow Agent to pay to the Purchaser the full amount of the Deposit by
wire transfer in immediately available funds to the account specified by the
Purchaser within three (3) days of the date specified in this Section 6.08 or
such earlier date by which the parties have mutually determined that the Closing
shall not occur.

          Notwithstanding the foregoing, in the event that the Deposit is not
received by the Deposit Escrow Agent as provided in Section 2.01, all of the
rights and remedies of the Seller shall be expressly preserved and shall remain
unimpaired and unaffected.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       31

          Section 6.07  Distribution of Deposit and Remedies if No Closing.
                        -------------------------------------------------- 

          In the event that the purchase and sale transaction of the Assets
contemplated in this Agreement does not close by the Closing Date, or a later
date determined by the mutual written agreement of the parties, and such failure
to close results from a breach of this Agreement by the Purchaser or the
Purchaser's failure to satisfy a condition precedent set forth in Section 7.02,
the Deposit (less $2,000) shall be irrevocably forfeited as liquidated damages.
Prior to making a demand upon the Deposit Escrow Agent for such forfeiture of
the Deposit (less $2,000), the Seller shall first have provided written notice
of such breach or failure of such condition to the Purchaser, and two (2)
business days shall have elapsed without a cure by the Purchaser.  If the
Deposit (less $2,000) has been paid and forfeited to the Seller as liquidated
damages, the Purchaser shall be entitled to receive from the Deposit Escrow
Agent the remaining $2,000 of the Deposit.

          THE PURCHASER AND THE SELLER AGREE THAT, IN THE EVENT OF SUCH FAILURE,
          THE SELLER'S ACTUAL DAMAGES MIGHT BE DIFFICULT TO ASCERTAIN BECAUSE OF
          UNCERTAINTIES IN THE MARKET FOR THE ASSETS AND POTENTIAL FLUCTUATIONS
          OVER TIME OF THE VALUE OF THE SAME, AND THAT THE DEPOSIT CONSTITUTES A
          GOOD FAITH REASONABLE ESTIMATE OF THE ACTUAL DAMAGES TO BE INCURRED BY
          THE SELLER AND THEREFORE THAT THE AMOUNT OF THE DEPOSIT IS REASONABLE
          AS LIQUIDATED DAMAGES FOR THE BENEFIT OF THE SELLER AND THE PURCHASER
          IN SUCH EVENT.
 
          /s/[INITIALS APPEAR HERE]              /s/
          ------------------------------         ----------------------------
          Initials of the Purchaser              Initials of the Seller

          If such failure to close does not result from a breach of this
Agreement by the Purchaser or the Purchaser's failure to satisfy a condition
precedent to the Closing set forth in Section 7.02, or the condition precedent
set forth in Section 7.03 is not satisfied, then the Seller shall instruct the
Deposit Escrow Agent to pay to the Purchaser the full amount of the Deposit by
wire transfer in immediately available funds to the account specified by the
Purchaser within three (3) days of the date specified in this Section 6.08 or
such earlier date by which the parties have mutually determined that the Closing
shall not occur.

          Notwithstanding the foregoing, in the event that the Deposit is not
received by the Deposit Escrow Agent as provided in Section 2.01, all of the
rights and remedies of the Seller shall be expressly preserved and shall remain
unimpaired and unaffected.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       32

          Section 6.07  Distribution of Deposit and Remedies if No Closing.
                        -------------------------------------------------- 

          In the event that the purchase and sale transaction of the Assets
contemplated in this Agreement does not close by the Closing Date, or a later
date determined by the mutual written agreement of the parties, and such failure
to close results from a breach of this Agreement by the Purchaser or the
Purchaser's failure to satisfy a condition precedent set forth in Section 7.02,
the Deposit (less $2,000) shall be irrevocably forfeited as liquidated damages.
Prior to making a demand upon the Deposit Escrow Agent for such forfeiture of
the Deposit (less $2,000), the Seller shall first have provided written notice
of such breach or failure of such condition to the Purchaser, and two (2)
business days shall have elapsed without a cure by the Purchaser.  If the
Deposit (less $2,000) has been paid and forfeited to the Seller as liquidated
damages, the Purchaser shall be entitled to receive from the Deposit Escrow
Agent the remaining $2,000 of the Deposit.

          THE PURCHASER AND THE SELLER AGREE THAT, IN THE EVENT OF SUCH FAILURE,
          THE SELLER'S ACTUAL DAMAGES MIGHT BE DIFFICULT TO ASCERTAIN BECAUSE OF
          UNCERTAINTIES IN THE MARKET FOR THE ASSETS AND POTENTIAL FLUCTUATIONS
          OVER TIME OF THE VALUE OF THE SAME, AND THAT THE DEPOSIT CONSTITUTES A
          GOOD FAITH REASONABLE ESTIMATE OF THE ACTUAL DAMAGES TO BE INCURRED BY
          THE SELLER AND THEREFORE THAT THE AMOUNT OF THE DEPOSIT IS REASONABLE
          AS LIQUIDATED DAMAGES FOR THE BENEFIT OF THE SELLER AND THE PURCHASER
          IN SUCH EVENT.
 
          /s/[INITIALS APPEARS HERE]             /s/
          ------------------------------         ----------------------------
          Initials of the Purchaser              Initials of the Seller

          If such failure to close does not result from a breach of this
Agreement by the Purchaser or the Purchaser's failure to satisfy a condition
precedent to the Closing set forth in Section 7.02, or the condition precedent
set forth in Section 7.03 is not satisfied, then the Seller shall instruct the
Deposit Escrow Agent to pay to the Purchaser the full amount of the Deposit by
wire transfer in immediately available funds to the account specified by the
Purchaser within three (3) days of the date specified in this Section 6.08 or
such earlier date by which the parties have mutually determined that the Closing
shall not occur.

          Notwithstanding the foregoing, in the event that the Deposit is not
received by the Deposit Escrow Agent as provided in Section 2.01, all of the
rights and remedies of the Seller shall be expressly preserved and shall remain
unimpaired and unaffected.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       33

          Section 6.07  Distribution of Deposit and Remedies if No Closing.
                        -------------------------------------------------- 

          In the event that the purchase and sale transaction of the Assets
contemplated in this Agreement does not close by the Closing Date, or a later
date determined by the mutual written agreement of the parties, and such failure
to close results from a breach of this Agreement by the Purchaser or the
Purchaser's failure to satisfy a condition precedent set forth in Section 7.02,
the Deposit (less $2,000) shall be irrevocably forfeited as liquidated damages.
Prior to making a demand upon the Deposit Escrow Agent for such forfeiture of
the Deposit (less $2,000), the Seller shall first have provided written notice
of such breach or failure of such condition to the Purchaser, and two (2)
business days shall have elapsed without a cure by the Purchaser.  If the
Deposit (less $2,000) has been paid and forfeited to the Seller as liquidated
damages, the Purchaser shall be entitled to receive from the Deposit Escrow
Agent the remaining $2,000 of the Deposit.

          THE PURCHASER AND THE SELLER AGREE THAT, IN THE EVENT OF SUCH FAILURE,
          THE SELLER'S ACTUAL DAMAGES MIGHT BE DIFFICULT TO ASCERTAIN BECAUSE OF
          UNCERTAINTIES IN THE MARKET FOR THE ASSETS AND POTENTIAL FLUCTUATIONS
          OVER TIME OF THE VALUE OF THE SAME, AND THAT THE DEPOSIT CONSTITUTES A
          GOOD FAITH REASONABLE ESTIMATE OF THE ACTUAL DAMAGES TO BE INCURRED BY
          THE SELLER AND THEREFORE THAT THE AMOUNT OF THE DEPOSIT IS REASONABLE
          AS LIQUIDATED DAMAGES FOR THE BENEFIT OF THE SELLER AND THE PURCHASER
          IN SUCH EVENT.
 
          /s/                                    /s/[INITIALS APPEAR HERE]
          ------------------------------         ----------------------------
          Initials of the Purchaser              Initials of the Seller

          If such failure to close does not result from a breach of this
Agreement by the Purchaser or the Purchaser's failure to satisfy a condition
precedent to the Closing set forth in Section 7.02, or the condition precedent
set forth in Section 7.03 is not satisfied, then the Seller shall instruct the
Deposit Escrow Agent to pay to the Purchaser the full amount of the Deposit by
wire transfer in immediately available funds to the account specified by the
Purchaser within three (3) days of the date specified in this Section 6.08 or
such earlier date by which the parties have mutually determined that the Closing
shall not occur.

          Notwithstanding the foregoing, in the event that the Deposit is not
received by the Deposit Escrow Agent as provided in Section 2.01, all of the
rights and remedies of the Seller shall be expressly preserved and shall remain
unimpaired and unaffected.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       34

                                  ARTICLE VII

                             CONDITIONS PRECEDENT

          Section 7.01  Conditions Precedent To Be Performed by the Seller.
                        -------------------------------------------------- 

          As a condition to the obligations of the Purchaser to purchase the
Assets, the Seller shall deliver or cause to be delivered to the Purchaser on or
before the Closing Date the following documents:

                (i) an officer's certificate of the Seller, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Seller authorizing its sale of the Assets and the
          other transactions contemplated hereby and the execution and delivery
          of all documents described herein, (b) the authority of the officer(s)
          signing on behalf of the Seller, and (c) the continued accuracy in all
          material respects of the representations and warranties contained in
          this Agreement as if such representations and warranties were made by
          the Seller on the Closing Date; and

               (ii) an opinion of counsel (which may be internal counsel) to the
          Seller, dated as of the Closing Date, to the effect that: (a) the
          Seller is a federal savings bank, duly chartered, validly existing and
          in good standing under the federal laws of the United States; (b) this
          Agreement has been duly authorized, executed and delivered on the part
          of the Seller and, assuming due authorization, execution and delivery
          by the Purchaser, constitutes a legal, valid and binding obligation of
          the Seller enforceable against it in accordance with its terms,
          subject to applicable bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally (including laws and regulations affecting the rights of
          creditors of federal savings banks) and to general principles of
          equity (regardless of whether such enforcement is considered in a
          proceeding in equity or at law), subject to customary assumptions and
          qualifications; (c) the consummation of the transactions contemplated
          by this Agreement will not conflict with or result in a breach of any
          of the terms, conditions or provisions of the Seller's charter or by-
          laws or any material agreement or instrument to which the Seller is
          now a party and known to such counsel, or constitute a default or
          result in an acceleration under any of the foregoing, or result in the
          violation of any law, rule, regulation, order, judgment or decree to
          which the Seller or its property is subject and known to such counsel,
          which conflict, breach, default, acceleration or violation would have
          a material adverse effect on the ability of the Seller to perform its
          obligations under this Agreement; (d) except as described on a
          schedule to the Agreement, there is no action, suit, proceeding or
          investigation pending or threatened against the Seller or relating to
          any Asset and known to such counsel, which, if determined adversely to
          the Seller, would prevent the consummation of the sale of the Assets
          to the Purchaser as contemplated hereby; and (e) no consent, approval,
          authorization or order of any court or governmental agency is required
          for the execution and delivery of this Agreement by the Seller or for
          the performance by the Seller of its obligations hereunder or, if
          required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       35

          Section 7.02  Conditions Precedent To Be Performed by the Purchaser.
                        ----------------------------------------------------- 

          As a condition to the obligations of the Seller to sell the Assets,
the Purchaser shall deliver or cause to be delivered to the Seller on or before
the Closing Date the following documents:

                (i) an officer's certificate of the Purchaser, dated as of the
          Closing Date, certifying to (a) the resolutions of the board of
          directors of the Purchaser authorizing its purchase of the Assets and
          the other transactions contemplated hereby and the execution and
          delivery of all documents described herein, (b) the authority of the
          officer(s) signing on behalf of the Purchaser, and (c) the continued
          accuracy in all material respects of the representations and
          warranties contained in this Agreement as if such representations and
          warranties were made by the Purchaser on the Closing Date; and

               (ii) an opinion of counsel (which may be internal counsel) to the
          Purchaser, dated as of the Closing Date, to the effect that: (a) each
          entity comprising the Purchaser is a corporation or partnership, as
          the case may be, duly organized, validly existing and in good standing
          under the laws of the state of its organization; (b) this Agreement
          has been duly authorized, executed and delivered on the part of the
          Purchaser and, assuming due authorization, execution and delivery by
          the Seller, constitutes a legal, valid and binding obligation of the
          Purchaser enforceable against it in accordance with its terms, subject
          to applicable bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting creditors' rights generally and to
          general principles of equity (regardless of whether such enforcement
          is considered in a proceeding in equity or at law), subject to
          customary assumptions and qualifications; (c) the consummation of the
          transaction contemplated by this Agreement will not conflict with or
          result in a breach of any of the terms, conditions or provisions of
          the Purchaser's charter or by-laws or any material agreement or
          instrument to which the Purchaser is now a party and known to such
          counsel, or constitute a default or result in an acceleration under
          any of the foregoing, or result in the violation of any law, rule,
          regulation, order, judgment or decree to which the Purchaser or its
          property is subject and known to such counsel, which conflict, breach,
          default, acceleration or violation would have a material adverse
          effect on the ability of the Purchaser to perform its obligations
          under this Agreement; (d) there is no action, suit, proceeding or
          investigation pending or threatened against the Purchaser and known to
          such counsel, which, if determined adversely to the Purchaser, would
          prevent the consummation of the purchase of the Assets by the
          Purchaser as contemplated hereby; and (e) no consent, approval,
          authorization or order of any court or governmental agency is required
          for the execution and delivery of this Agreement by the Purchaser or
          for the performance by the Purchaser of its obligations hereunder or,
          if required, such consent, approval, authorization or order will have
          been obtained prior to the Closing Date except for the Post-Closing
          Consents.

          Section 7.03  Additional Condition Precedent.

          The obligations of the Seller and the Purchaser under this Agreement
shall be subject to and conditioned upon the consummation of the issuance and
sale of the Class A Common Stock, par value $.01 per share, and the Class C
Common Stock, par value $.01 per share, pursuant to the Offering Circular dated
July 12, 1994 and filed with the Office of Thrift Supervision, on substantially
the terms described therein.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       36

                                 ARTICLE VIII
                           MISCELLANEOUS PROVISIONS

          Section 8.01  Governing Law; Jurisdiction; Consent to Service of
                        --------------------------------------------------
Process.
- - --------

          This Agreement shall be governed by and construed in accordance with
the internal laws of the State of California, United States of America.  Each of
the parties hereto hereby irrevocably (i) submits to the non-exclusive
jurisdiction of the courts of the State of California and the federal courts of
the United States of America for the Central District of California for the
purpose of any action or proceeding relating to this Agreement; (ii) waives, to
the fullest extent permitted by law, the defense of an inconvenient forum in any
action or proceeding in any such court; (iii) agrees that a final judgment in
any action or proceeding in any such court shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; and (iv) consents to service of process upon it by mailing a
copy thereof by certified mail addressed to it and its counsel as provided for
notices hereunder.

          Section 8.02  Hart-Scott-Rodino.
                        ----------------- 

          The Purchaser and the Seller agree to cooperate in connection with the
preparation, signing and filing of any documents which counsel to the Purchaser
or the Seller advises are necessary under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, and each acknowledge and agree that the
Closing Date shall be postponed, to the extent necessary, to comply with the
requirements of such Act, if applicable to the transactions contemplated herein.

          Section 8.03  Confidentiality.
                        --------------- 

          Neither party to this Agreement (or employee or agent under its
control) shall without the prior written consent of the other disclose to any
third party any information regarding this Agreement or the transactions
contemplated herein, except to the extent that such disclosure is (i) required
to effect the transactions contemplated herein, (ii) made to an affiliate of the
Purchaser, (iii) required by law or regulation, (iv) necessary to permit the
audit of the accounts of a party hereto, (v) made to notify a third party of the
ownership of the Asset by the Purchaser, without disclosing other terms of this
Agreement, or (vi) made in order to initiate, defend or otherwise pursue legal
proceedings between the parties regarding this Agreement or the transactions
contemplated hereby.  The Purchaser shall preserve the confidentiality of any
confidential information relating to the Mortgagors.  This Agreement shall not,
and no memorandum or other document relating to this Agreement shall, be
recorded without the prior written consent of the Seller.

          Section 8.04  Broker's Fees.
                        ------------- 

          In the event that any REO Property is subject to a listing agreement
between the Seller and a broker, the Seller shall be solely responsible for the
payment of any fee, commission or other compensation payable pursuant to any
such listing agreements based upon a sale of such REO Property to the Purchaser.

          Section 8.05  Notices.
                        ------- 

          Any notices or other communications permitted or required hereunder
shall be in writing and shall be personally delivered or mailed by certified
mail, postage prepaid, and return receipt requested or transmitted by telex,
telegraph or facsimile and confirmed by a similar mailed writing, to the
following addresses, or such other address as may hereafter be furnished in
writing:

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       37

                  (i)  in the case of the Seller,

                          Fidelity Federal Bank, F.S.B.
                          4565 Colorado Boulevard
                          Los Angeles, California 90039
                          Attention:  James F. Barnett
                                      Senior Vice President,
                                      Credit Administration

                          Facsimile: (818) 549-3002

                          with a copy to:

                          Fidelity Federal Bank, F.S.B.
                          Legal Department
                          600 N. Brand Boulevard
                          Glendale, California  91209
                          Attention:  Frederick I. Fox, Esq.

                          Facsimile: (818) 549-3773

                  (ii) in the case of the Purchaser,

                          Internationale Nederlanden (U.S.) Capital Corporation
                          333 S. Grand Avenue
                          Los Angeles, California  90071
                          Attention:  Ms. Laura Olinski

                          Facsimile: (213) 687-7324

                          with a copy to:

                          Essex Management Corporation
                          777 California Avenue
                          Palo Alto, California  94304
                          Attention:  Mr. Ray Hedrick

                          Facsimile: (415) 858-0139

                          and

                          Farallon Capital Partners, L.P.
                          Tinicum Partners, L.P.
                          One Maritime Plaza, Suite 1250
                          San Francisco, California  94111
                          Attention:  Mr. Stephen L. Millman
                                      and Mr. Jason Fish

                          Facsimile: (415) 421-2133

Notices shall be effective on receipt.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       38

          Section 8.06  Severability of Provisions.
                        -------------------------- 

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, the
invalidity of any such covenant, agreement, provision or term of this Agreement
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

          Section 8.07  Schedules and Exhibits.
                        ---------------------- 
          The schedules and exhibits to this Agreement are hereby incorporated
and made a part hereof and are an integral part of this Agreement.

          Section 8.08  Waivers and Amendments.
                        ---------------------- 

          This Agreement may be amended, supplemented, canceled or extended, and
the terms hereof may be waived, only by a written instrument signed by
authorized representatives of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance.  No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any such
right, power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

          Section 8.09  No Third Party Rights.
                        --------------------- 

          This Agreement is intended to be solely for the benefit of the parties
hereto and is not intended to confer any benefits upon, or create any rights in
favor of, any person or entity other than the parties hereto.

          Section 8.10  Successors and Assigns.
                        ---------------------- 

          This Agreement shall be binding upon and inure to the benefit of the
Purchaser and the Seller and their respective successors and assigns; provided,
                                                                      -------- 
however, that (i) notwithstanding any assignment by the Purchaser or the Seller,
- - -------                                                                         
such party shall remain liable for its obligations hereunder, including but not
limited to any assignment pursuant to the last sentence of this Section 8.10,
(ii) only the Purchaser or its affiliates shall be entitled to exercise any
remedies against the Seller granted to the Purchaser in Articles V and VI of
this Agreement, and (iii) the Purchaser shall not assign its rights under this
Agreement prior to the Closing Date without the prior written consent of the
Seller, in its sole discretion.  Notwithstanding the foregoing, the Purchaser
may assign its rights under this Agreement to a partnership to be formed, which
will be comprised of one or more affiliates of the three entities comprising the
Purchaser and shall be deemed an affiliate of the Purchaser under clause (ii) of
this Section 8.10, provided that the form of the assignment is approved by the
Seller in advance, such approval not to be unreasonably withheld, and provided
the Purchaser shall submit to the Seller certified copies of the partnership
documentation for such proposed assignee.

          Section 8.11  Captions.
                        -------- 

          All section titles or captions contained in this Agreement or in the
schedules and exhibits annexed hereto or referred to herein, and the table of
contents to this Agreement, are for convenience only, shall not be deemed a part
of this Agreement and shall not affect the meaning or interpretation of this
Agreement.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       39

 
          Section 8.12  Counterparts.
                        ------------ 

          This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

          Section 8.13  Entire Agreement.
                        ---------------- 

          This Agreement (including the schedules and exhibits annexed hereto or
referred to herein and the agreements executed and delivered pursuant to the
terms hereof), the Confidentiality Agreement executed and delivered by the
Purchaser in connection with the transactions contemplated by this Agreement,
and the Deposit Escrow Agreement contain the entire agreement between the
parties with respect to the transactions contemplated hereby and supersede all
prior agreements, written or oral, with respect thereto.

          Section 8.14  No Merger.
                        --------- 

          Unless otherwise expressly provided herein, the representations,
warranties, covenants and agreements shall survive the Closing, the sale of
Assets contemplated hereby and the delivery of any deeds or other documents in
connection herewith.

          Section 8.15  Attorneys Fees.
                        -------------- 

          In the event of litigation concerning a dispute between the parties to
this Agreement, the prevailing party in such proceeding (or the party who
prevails on the most issues), shall be entitled to reimbursement by the other
party for the reasonable attorneys fees and expenses of the prevailing (or most
prevailing) party.

          Section 8.16  Obligations of the Purchaser.
                        ---------------------------- 
          The obligations of the parties constituting the Purchaser shall be
joint and several.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       40

          IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.

                                    FIDELITY FEDERAL BANK, F.S.B.

                                    By: /s/ Richard M. Greenwood
                                       ------------------------------
                                       Name:  Richard M. Greenwood
                                       Title: Chairman of the Board,
                                              President and
                                              Chief Executive Officer

                                    INTERNATIONALE NEDERLANDEN (U.S.) 
                                    CAPITAL CORPORATION

                                    By: /s/ Laura B. Olinski
                                       ------------------------------
                                       Name:  Laura B. Olinski
                                       Title: Vice President

                                    FARALLON CAPITAL PARTNERS, L.P.

                                    By: /s/ Jason M. Fish
                                       ------------------------------
                                       Name:  Jason M. Fish
                                       Title: General Partner

                                    TINICUM PARTNERS, L.P.

                                    By: /s/ Jason M. Fish
                                       ------------------------------
                                       Name:  Jason M. Fish
                                       Title: General Partner
 
                                    ESSEX MANAGEMENT CORPORATION
 
                                    By: /s/ Keith Guericki
                                       ------------------------------
                                       Name:  Keith Guericki
                                       Title: President

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                       41

                                Schedule 1.01-A
                                ---------------

                           Allocated Price Schedule

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

- - --------------------------------------------------------------------------------
Essex Property Trust/ING Capital Corporation/Farralon Capital Partners
Fidelity Federal Telestar Portfolio (Final/Accepted Bid - Conforming Bid #2)
- - --------------------------------------------------------------------------------

 
                                                            Final/Accepted Bid                     Final Price with Adjustments
         Fidelity                                     -----------------------------                -----------------------------
Asset #  Asset #         Address                         UPB    Bid Price  % of UPB   Adjustments     UPB    Bid Price  % of UPB
- - --------------------------------------------------    -----------------------------   -----------  -----------------------------

  8           522  38431 5th Street East              $358,269    $29,673     8.28%                $358,269    $29,673     8.28%
 23           537  3735-3737 Kansas Avenue            $557,273   $232,042    41.64%                $557,273   $232,042    41.64%
 47           603  3450-3460 Dwight Street            $346,585    $30,817     8.89%                $346,585    $30,817     8.89% 
 30           713  917 S. Catalina Street             $360,876   $199,789    55.36%                $360,876   $199,789    55.36% 
 53           723  636 East 97th Street               $347,677   $207,054    59.55%                $347,677   $207,054    59.55% 
 77           762  1626 Pacific Avenue                $344,238   $176,716    51.34%                $344,238   $176,716    51.34% 
 42           779  9607-9609 Glasgow Place            $454,956   $274,405    60.31%                $454,956   $274,405    60.31% 
 43           780  5306 Arbor Vitae Street            $460,265   $256,022    55.62%                $460,265   $256,022    55.62% 
 48           797  5452 Olivewood                     $443,958   $128,119    28.86%                $443,958   $128,119    28.86% 
 61           799  2042 Corning Street                $326,918   $176,189    53.89%                $326,918   $176,189    53.89% 
 16           810  73823, 73879 Sunnyslope            $243,960    $53,768    22.04%                $243,960    $53,768    22.04% 
                                                  ----------------------------------           ----------------------------------
  6           826  557 N. Tustin Avenue                Pulled from Porfolio                         Pulled from Porfolio        
                                                  ----------------------------------           ----------------------------------
 12           830  6959 Orcutt Avenue                 $134,845    $94,042    69.74%                $134,845    $94,042    69.74% 
 90           844  626-632 Linden Avenue              $385,788   $187,502    48.60%                $385,788   $187,502    48.60%
 85           857  1122 West 166th Street             $635,130   $330,011    51.96%                $635,130   $330,011    51.96%
 36           859  5513-5517 West 98th Street         $313,868   $133,909    42.66%                $313,868   $133,909    42.66%
 68           860  599-601 East Hyde Park Place       $385,336    $87,937    22.82%                $385,336    $87,937    22.82%
 21           865  4534 West 115th Street             $298,085   $154,810    51.93%                $298,085   $154,810    51.93% 
 79           871  6330 Arbutus Street                $360,786   $272,396    75.50%                $360,786   $272,396    75.50%
 81           872  6930 Simpson Avenue                $310,232   $159,107    51.29%                $310,232   $159,107    51.29%
 91           877  1873 Pumalo Street                 $372,932   $255,330    68.47%                $372,932   $255,330    68.47%
 20           885  1308-1310 1/2 East 7th Street      $257,296   $165,998    64.52%                $257,296   $165,998    64.52%
 74           889  639 Karesh Avenue                  $200,302    $58,660    29.29%                $200,302    $58,660    29.29%
 73           890  627 Karesh Avenue                  $201,460    $58,660    29.12%                $201,460    $58,660    29.12%
 40           892  320 & 324 Stillman                 $355,545   $181,045    50.92%                $355,545   $181,045    50.92%
 86           902  165 East Market Street             $399,037   $182,813    45.81%                $399,037   $182,813    45.81%
 32           903  720 Maine Avenue                   $325,593   $121,520    37.32%                $325,593   $121,520    37.32%
 80           910  1600-1614 East 10th Street         $308,738   $108,568    35.17%                $308,738   $108,568    35.17%
 62           912  3147 El Segundo Blvd.              $716,326   $392,600    54.81%                $716,326   $392,600    54.81%
 63           913  3155 El Segundo Blvd.              $716,332   $395,305    55.18%                $716,332   $395,305    55.18%
 57           920  928 S. Fann Street                 $330,034   $230,561    69.86%                $330,034   $230,561    69.86%
 25           927  3781 Harvill Lane                  $305,834   $200,979    65.72%                
 59           930  623 E. 53rd Street                 $627,441   $261,860    41.73%                
 71           934  10146 S. Regatta Avenue            $705,135   $364,280    51.66%                
 37           935  10304 Commerce Avenue              $260,389   $181,023    69.52%                
 93           939  946-950 West Beach Avenue          $963,357   $644,899    66.94%                
  4           944  4810, 4830, 4850 Bandera Street  $1,344,728   $858,382    63.83%                
 22           949  5505 Bonner Avenue                 $364,756   $209,592    57.46%                

 
- - --------------------------------------------------------------------------------
Essex Property Trust/ING Capital Corporation/Faralon Capital Partners
Fidelity Federal Telestar Portfolio (Final/Accepted Bid - Conforming Bid#2)
- - --------------------------------------------------------------------------------

 
                                                          Final/Accepted Bid                         Final Price with Adjustments
        Fidelity                                   --------------------------------  ----------- -------------------------------- 
Asset # Asset #             Address                   UPB       Bid Price  % of UPB  Adjustments    UPB       Bid Price  % of UPB 
- - ------- -------- --------------------------------- ----------   ---------  --------  ----------- ----------   ---------  -------- 
                                                                                               
 17         953  10592 Sunset Avenue                 $390,666    $206,956   52.98%                 $390,666    $206,956   52.98%  
 46         954  2635 Pacific Street                 $254,790    $124,566   48.69%                 $254,790    $124,566   48.89%  
 69         955  66384 & 66396 2nd Street            $209,534     $94,895   45.29%                 $209,534     $94,895   45.29%  
 31         959  2601 So. El Camino Real             $325,736    $237,547   72.93%                 $325,736    $237,547   72.93%  
  1         961  8404 Willis Avenue                $1,699,767    $975,332   57.38%               $1,699,767    $975,332   57.38%  
  7         964  527 Tustin Avenue                   $589,695    $453,606   76.92%                 $589,695    $453,606   76.92%  
 38         966  4562 Hamilton Street                $303,313    $174,914   57.67%                 $303,313    $174,914   57.67%  
 33         976  3751 Harvill Lane                   $286,040    $168,183   58.80%                 $286,040    $168,183   58.80%  
 24         978  1688 Kingsley                       $360,492    $189,516   52.57%                 $360,492    $189,516   52.57%  
 83         985  6515 Victoria Avenue                $429,595    $259,809   60.48%                 $429,595    $259,809   60.48%  
 28         986  1114 West Santa Ana Blvd.         $1,833,647    $906,632   49.44%               $1,833,647    $906,632   49.44%  
  3         988  2054 North Argyle Avenue          $1,229,802    $907,613   73.80%               $1,229,802    $907,613   73.80% 
 11         989  1059 S. Manhattan Place           $1,105,747    $466,108   42.15%               $1,105,747    $466,108   42.15% 
 35         995  1225 North Cherokee Avenue        $1,132,351    $599,839   52.97%               $1,132,351    $599,839   52.97% 
 88         998  315-319 N. Brand Blvd.              $350,571    $190,937   54.46%                 $350,571    $190,937   54.46% 
 60        1003  14800 Victory Blvd.                 $950,655    $487,397   51.27%                 $950,655    $487,397   51.27% 
  5        1004  7005-7009 Coldwater Canyon Ave    $2,322,443  $1,285,697   55.36%               $2,322,443  $1,285,697   55.36% 
 49        1012  244 W. Spazler Avenue               $852,798    $573,231   67.22%                 $852,798    $573,231   67.22% 
 67        1013  1633 Stanley Avenue                 $693,299    $411,424   59.34%                 $693,299    $411,424   59.34% 
 27        1020  1040 Ohio Avenue                    $367,802    $187,584   51.00%                 $367,802    $187,584   51.00% 
 70        1023  668 N. "H" Street                   $327,740     $94,930   28.97%      $1,320     $327,740     $93,610   28.56% 
 95        1026  2121 South Marvin Avenue            $344,823    $222,678   64.58%      $9,246     $344,823    $213,432   61.90% 
 58        1027  622 Warm Sands Drive                $226,884    $194,355   85.66%      $1,978     $226,884    $192,377   84.79% 
 26        1030  403 South Occidental Blvd.          $636,201    $456,553   71.76%                 $636,201    $456,553   71.76% 
  2        1031  12020 Grevillea Avenue            $1,772,238  $1,267,927   71.54%     $20,000   $1,772,236  $1,247,927   70.42% 
  9     2021530  2467 Angela Street                  $516,476    $367,259   71.11%      $7,874     $516,476    $359,385   69.58% 
 10     2022632  955 S. Hansen Avenue                $465,971    $242,103   51.96%      $4,818     $465,971    $237,285   50.92% 
 13     2156064  2710 Kollmar Drive                  $963,629    $716,913   74.40%     $75,519     $963,629    $641,394   66.56% 
 14     2156125  2718 Kollmar Drive                  $699,309    $533,002   76.22%     $58,739     $699,309    $474,263   67.82% 
 15     2167521  1107-1109 Boynton Street            $467,739    $254,377   54.38%        $110     $467,739    $254,267   54.36% 
 18     2211343  845 N. Marengo Avenue               $475,341    $378,865   79.70%                 $475,341    $378,865   79.70% 
                                                   ---------------------------------             ---------------------------------
 19     2211442  2011 Peyton Avenue                      Pulled from Portfolio                         Pulled from Portfolio      
                                                   ---------------------------------             ---------------------------------
 29     2342315  910 West Walnut Avenue              $224,501    $153,576   68.41%      $2,835     $224,501    $150,741   67.14% 
 34     2366274  1215 Cherokee Avenue              $1,042,214    $600,256   57.59%     $63,849   $1,042,214    $536,407   51.47%  
 39     2375131  7202 Milton Avenue                  $284,990    $161,946   56.83%      $6,150     $284,990    $155,796   54.67% 
                                                   ---------------------------------             ---------------------------------
 41     2375322  126, 134 Gaviota Avenue (Removed)       Pulled from Portfolio                         Pulled from Portfolio   
                                                   ---------------------------------             ---------------------------------
 44     2377465  14640 Friar Street                $1,101,454    $673,198   61.12%      $1,804   $1,101,454    $671,394   60.96% 
 45     2379324  860-870 N. Campus Avenue            $566,293    $417,481   73.72%      $6,841     $566,293    $410,640   72.51%  

 
- - --------------------------------------------------------------------------------
Essex Property Trust/ING Capital Corporation/Faralon Capital Partners
Fidelity Federal Telestar Portfolio (Final/Accepted Bid - Conforming Bid#2)
- - --------------------------------------------------------------------------------

 
                                                           Final/Accepted Bid                         Final Price with Adjustments
        Fidelity                                      ----------------------------                    ----------------------------
Asset # Asset #         Address                       UPB     Bid Price  % of UPB   Adjustments     UPB    Bid Price   % of UPB
- - ------- --------        -------                       ---     ---------  --------   -----------     ---    ---------   --------
                                                                                              
  50     2386551  585 San Francisco Avenue          $167,377     $63,259   37.79%        $2,269     $167,377     $60,990   36.44%
  54     2393184  232 & 236 South Harvard Blvd.     $553,118    $365,701   66.12%       $29,699     $553,118    $336,002   60.75%
                                                 --------------------------------                --------------------------------
  55     2393528  5630 Ash Street (Dropped 6/27/94)      Pulled from Portfolio                         Pulled from Portfolio 
                                                 --------------------------------                --------------------------------
  56     2393924  21228 Western Avenue              $980,569    $575,278   58.67%                   $980,569    $575,278   58.67%
  64     2402354  11934 Eucalyptus Avenue           $294,982    $147,058   49.85%       $12,724     $294,982    $134,334   45.54%
  65     2403234  1660E. Kingsley Avenue            $329,540    $197,351   59.89%                   $329,540    $197,351   59.89%
  66     2403258  990 West 9th Street               $978,197    $357,068   36.50%       $18,043     $978,197    $339,025   34.66%
  72     2406097  14646 Blythe Street               $830,248    $251,231   30.26%                   $830,248    $251,231   30.26%
  75     2408376  4427 Woodman Avenue               $777,287    $596,656   76.76%        $1,076     $777,287    $595,580   76.62%
  76     2413729  14639 Friar Street                $576,283    $308,427   53.52%                   $576,283    $308,427   53.52%
  78     2414630  2255 Orange Street                $409,451    $176,610   43.13%                   $409,451    $176,610   43.13%
  82     2418793  920-930 Stilman Avenue            $803,140    $480,455   59.82%                   $803,140    $480,455   59.82%
  84     2423177  517 South Rampart Blvd.           $786,851    $262,539   33.37%        $4,969     $786,851    $257,570   32.73%
  87     2431994  9010-9018 Painter Avenue          $278,391    $199,453   71.64%                   $278,391    $199,453   71.64%
  89     2437008  13926 Ramhurst Drive            $1,090,821    $767,109   70.32%          $110   $1,090,821    $766,999   70.31%
  92     2447944  2806-2816 1/2 West Blvd.          $583,127    $155,595   26.68%       $14,250     $583,127    $141,345   24.24%
  94     2449841  205 West Tichenor Street          $231,929    $125,927   54.30%          $985     $231,929    $124,942   53.87%
  96     2456634  12254 Burbank Blvd.             $1,183,474    $696,916   58.89%                 $1,183,474    $696,916   58.89%
  97     2481128  5701-23 Corbett Street            $588,441    $473,305   80.43%                   $588,441    $473,305   80.43%
         -------------------------------------   --------------------------------                --------------------------------
  51              Pulled from Portfolio                  Pulled from Portfolio                         Pulled from Portfolio
         -------------------------------------   --------------------------------                --------------------------------
  52              Pulled from Portfolio                  Pulled from Portfolio                         Pulled from Portfolio 
         -------------------------------------   --------------------------------    ----------  --------------------------------
Totals prior to credit for delinquent taxes to                                                 
Seller                                           $53,072,050 $29,893,524   56.33%      $345,208  $53,072,050 $29,548,316   55.68%

Deduction for delinquent property taxes: Per                   ($325,208)               $20,000 reflects price adjustment as agreed 
JP Morgan the seller is to be credited this      --------------------------------       by Buyer and Seller
amount                                           $53,072,050 $29,568,316   55.71%

 
                                Schedule 1.01-B
                                ---------------

                            Mortgage Loan Schedule

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

 
 
MORTGAGE LOAN SCHEDULE           Figures as of 5/31/94                                                                Report Date:

Telstar Residential 5+ Units

    Cal. Loan #  REO    Name           Address                City      ST  Zip   Units  PType  FFB Gross  Due Dt  Pos  Escrow Bal
    ---- ------  ---    ----           -------                ----      --  ---   -----  -----  ---------  --- --  ---  ------ ---
                                                                                
 1   T2  2010523 961  MAX & SA   5404 WILLIS AVE        PANORAMA CITY   CA  91402    52  RS     1,699,767           1            
 2   T2  2014143     RSTINVESTM  12020 GREVILLEA AVE   HAWTHORNE       CA  90250    34  RS     1,772,236 12/01/93  1            0
 3   T2  2016927 988             2054N ARGYLE AVE       LOS ANGELES     CA  90068    31  RS     1,229,802           1  
 4   T1  2018916 944 SSNIJJAR    4810 4830 4850 BANDE   MONTCLAIR       CA  91763    42  RS     1,344,728           1  
 5   T2  2019650   4  HERBERT    7005 COLDWATER CYN     NORTH HOLLYWOOD CA  91605    44  RS     2,322,443           1  
 6   T2  2020506 964 J BISHOP    527N TUSTIN AVE        SANTA ANA       CA  92705    12  RS       589,695           1  
 7   T1  2021202 522             38431 5TH STREET EAST  PALMDALE        CA  93550    12  RS       358,269              
 8   T2  2021530     PSNIJJAR    2467 ANGELA ST         POMONA          CA  91766    19  RS       516,476 01/01/94  1            0
 9   T2  2022632     PSNIJJAR    955S HANSEN AVE        POMONA          CA  91766    12  RS       465,971 01/01/94  1            0
10   T2  2025426 989 T MORRILL   1059S MANHATTAN PL     LOS ANGELES     CA  90019    43  RS     1,105,747           1  
11   T1  2040541 830 CPMIKALONI  6959 ORCUTT AVE        LONG BEACH      CA  90805     6  RS       134,845           1  
12   T2  2156064      ALLAN CA   2710 KOLLMAR DR        SAN JOSE        CA  95127    24  RS       963,629 10/01/93  1            0
13   T2  2156125     ACTENNANT   2718 KOLLMAR DR        SAN JOSE        CA  95127    16  RS       699,309 11/01/93  1            0
14   T2  2167521      JOHN M D   1107 1109 BOYNTON ST   GLENDALE        CA  91205    18  RS       487,739 10/01/93  1            0
15   T1  2177207 810 JWPIERCE    73823 879 SUNNYSLOPE   29 PALMS        CA  92277    10  RS       243,960           1  
16   T2  2192145 953 HJGERWIN    10592 SUNSET AVE       DESERT HOT SPR  CA  92240    12  RS       390,666           1  
17   T2  2211343     PSNIJJAR    845N MARENGO AVE       PASADENA        CA  91103    16  RS       475,341 01/01/94  1            0
19   T1  2250126 885 WLKUHN      1306 1310 1/2 E 7TH    LONG BEACH      CA  90813    10  RS       257,296           1  
20   T1  2278058 865 RRMARTINEZ  4534W 115TH ST         HAWTHORNE       CA  90250     6  RS       298,085           1  
21   T1  2292670 949 AGGNPRTNR   5505 BONNER AVE        NORTH HOLLYWOOD CA  91601    12  RS       364,758           1  
22   T1  2299244 537             3735-3737 KANSAS AVEN  RIVERSIDE       CA  92507    16  RS       557,273              
23   T1  2300045 978 LPGUAPO     1685E KINGSLEY AVE     POMONA          CA  91767    10  RS       360,492           1  
24   T1  2321028 927 EROLSON     3781 HARVILL LN        RIVERSIDE       CA  92503     8  RS       305,834           1  
25   T2  2324478     RLALVAREZR  403S OCCIDENTIAL BLVD  LOS ANGELES     CA  90057    16  RS       636,201 11/01/93  1            0
26   T2  2325228     SYOSAKO     1040 OHIO AVE          LONG BEACH      CA  90804     8  RS       367,802 12/01/93  1            0
27   T2  2326672 986 BDLEE       1114W SANTA ANA BLVD   SANTA ANA       CA  92703    36  RS     1,833,647           1  
28   T2  2342315     PSNIJJAR    910W WALNUT AVE        MONROVIA        CA  91016     6  RS       224,501 01/01/94  1            0
29   T1  2345291 713             917 SOUTH CATALINA ST  LOS ANGELES     CA  90006     5  RS       360,876              
30   T2  2345680 959 P SHIKLI    2601S EL CAMINO REAL   SAN CLEMENTE    CA  92672     8  RS       325,738           1  
31   T1  2351159 903 RTKELLY     720 MAINE AVE          LONG BEACH      CA  90813     8  RS       325,593           1  
32   T2  2363329 976 TBOKEEFE    3751 HARVILL LN        CORONA          CA  92503     8  RS       286,040           1  
33   T2  2366274     H YEOH      1215N CHEROKEE AVE     LOS ANGELES     CA  90038    20  RS     1,042,214 11/01/93  1            0
34   T2  2371030 995 H YEOH      1225N CHEROKEE AVE     LOS ANGELES     CA  90038    20  RS     1,132,351           1  
35   T1  2371375 859 JDTRUST     5513 5517 W 96TH ST    LOS ANGELES     CA  90045     7  RS       313,868           1  
36   T1  2371634 935 W LARSON    10304 COMMERCE AVE     TUJUNGA         CA  91042     6  RS       260,389           1  
37   T2  2372064 966 FHCHOU      4562 HAMILTON ST       SAN DIEGO       CA  92116     7  RS       303,313           1  
38   T2  2375131     J VILLARRE  7202 MILTON AVE        WHITTIER        CA  90602     5  RS       284,990 10/01/93  1            0
39   T1  2375155 892 WCLIU       320 324 STILLMAN AV    UPLAND          CA  91786     8  RS       355,545           1  
41   T1  2377212 779             9607-9609 GLASGOW PLA  LOS ANGELES     CA  90045     6  RS       454,956              
42   T1  2377229 780             5306 5308 W ARBORVITA  LOS ANGELES     CA  90045     6  RS       460,265              
43   T2  2377465     F KHALILI   14640 FRIAR ST         VAN NUYS        CA  91411    17  RS     1,101,454 11/01/93  1            0
44   T1  2379324     JCVOLANTE   860 870 N CAMPUS AV    UPLAND          CA  91786    15  RS       566,293 06/01/94  1            0
45   T2  2379751 954 J ELLIOTT   2635 PACIFIC ST        SAN BERNARDIN   CA  92346    10  RS       254,790           1  
46   T1  2379935 603             3450 AND 3460 DWIGHT S RIVERSIDE       CA  92507    12  RS       346,585              
47   T1  2380874 797             5452 OLIVEWOOD         RIVERSIDE       CA  92506    12  RS       443,958              
48   T2  2384937  12 JFBREWER    244W SPAZIER AVE       BURBANK         CA  91502    12  RS       852,796           1

 
 
    7/11/94

                           Current   Monthly   Original                ARM/
    Escrow Adv  Suspense  Intrst Rt  P&I Pymt   Ln Amnt  Maturity Dt  Fixed  %FFB
    ------ ---  --------  ------ --  --- ----   -- ----  -------- --  -----  ----
                                                      
 1                                                                           100%
 2           0         0      5.96%    12,405  1,860,000  05/01/2017    ARM  100%
 3                                                                           100%
 4                                                                           100%
 5                                                                           100%
 6                                                                           100%
 7                                                                           100%
 8       7,874     4,579      6.34%     3,522    528,500  09/01/2019    ARM  100%
 9       4,818     7,663      6.21%     3,361    479,000  01/01/2020    ARM  100%
10                                                                           100%
11                                                                           100%
12      75,519     1,948      6.13%     6,852  1,030,000  04/01/2016    ARM  100%
13      58,739     2,950      6.13%     4,995    750,000  04/01/2016    ARM  100%
14         110         0      6.13%     3,327    500,000  04/01/2016    ARM  100%
15                                                                           100%
16                                                                           100%
17           0    11,526      5.96%     3,512    506,200  01/01/2017    ARM  100%
19                                                                           100%
20                                                                           100%
21                                                                           100%
22                                                                           100%
23                                                                           100%
24                                                                           100%
25           0         0      6.06%     4,256    647,000  10/01/2018    ARM  100%
26           0         0      6.06%     2,464    375,000  10/01/2018    ARM  100%
27                                                                           100%
28       2,835     5,572      6.06%     1,489    228,750  12/01/2018    ARM  100%
29                                                                           100%
30                                                                           100%
31                                                                           100%
32                                                                           100%
33      63,849         0      6.34%     7,089  1,051,000  09/01/2004    ARM  100%
34                                                                           100%
35                                                                           100%
36                                                                           100%
37                                                                           100%
38       6,150         0      6.34%     1,952    287,000  08/01/2004    ARM  100%
39                                                                           100%
41                                                                           100%
42                                                                           100%
43       1,804    19,398      6.21%     7,359  1,117,500  10/01/2004    ARM  100%
44       6,841         0      6.34%     3,823    588,500  12/01/2019    ARM  100%
45                                                                           100%
46                                                                           100%
47                                                                           100%
48                                                                           100%

 

 
MORTGAGE LOAN SCHEDULE            Figures as of 5/31/94                           Report Date:  

Telstar Residential 5+ Units

  Cal. Loan#  REO      Name     Address                City        ST  Zip Units PType FFB Gross   Due Dt  Pos Escrow Bal Escrow Adv
  ---  ----   ---      ----     -------                ----        --  --- ----- ----- ---------   ------  --- ---------- ----------
                                                                                  
49 T1 2386551      EWRUBIN    585 SAN FRANCISCO A   POMONA         CA 91767    5 RS      167,377  08/01/93  1           0      2,269
50 T1 2388786 723             636 EAST 97TH STREET  INGLEWOOD      CA 90301    9 RS      347,677
51 T2 2393184      RLALVAREZ  232 238 S HARVARD B   LOS ANGELES    CA 90004   19 RS      553,118  12/01/93  1           0     29,699
52 T2 2393924      TYFAMILYTR 21228 WESTERN AVE     LOS ANGELES    CA 90501   22 RS      980,569  12/01/93  1           0          0
53 T1 2399250 920  AHSHER     928S FANN ST          ANAHEIM        CA 92804    7 RS      330,034            1
54 T2 2399274      JAMCNAMARA 622 WARM SANDS DR     PALM SPRINGS   CA 92264    7 RS      225,884  12/01/93  1           0      1,978
55 T1 2399427 930  MP JOSEPH  628E 53RD ST          LONG BEACH     CA 90805   14 RS      627,441            1 
56 T2 2399946   3  HRMORENO   14800 VICTORY BLVD    VAN NUYS       CA 91411   15 RS      950,655            1    
57 T1 2401214 799             2042 CORNING STREET   LOS ANGELES    CA 90034    6 RS      326,918     
58 T1 2402163 912  DANNY LI   3147 EL SEGUNDO BLV   LYNWOOD        CA 90262   20 RS      716,326            1
59 T1 2402170 913  DANNY LI   3155 EL SEGUNDO BLV   LYNWOOD        CA 90262   20 RS      716,332            1    
60 T2 2402354      M DUVIVIER 11934 EUCALYPTUS AV   HAWTHORNE      CA 90250    5 RS      294,982  10/01/93  1           0     12,724
61 T2 2403234      PSNIJJAR   1660E KINGSLEY AVE    POMONA         CA 91767   10 RS      329,540  01/01/94  1           0          0
62 T2 2403258      PSNIJJAR   990W 9TH ST           POMONA         CA 91766   23 RS      978,197  12/01/93  1           0     18,043
63 T2 2403364  13  HHCOINC    1633 STANLEY AVE AN   LONG BEACH     CA 90804   12 RS      693,299            1 
64 T1 2403920 860  JDTSTE     599  601 E HYDE PK P  INGLEWOOD      CA 90302    8 RS      385,336            1 
65 T2 2404183 955  MASHERWOOD 66384 & 66396 2ND ST  DESERT HOT SPR CA 92240   10 RS      209,534            1 
66 T2 2404862      MCNGUYEN   668N "H" ST           SAN BERNARDIN  CA 92410   14 RS      327,740  12/01/93  1           0      1,320
67 T1 2404930 934  TSLEE      10146 REGATTA AVE     WHITTIER       CA 90604   14 RS      705,135            1
68 T2 2406097      B ZIMMERMA 14646 BLYTHE ST       VAN NUYS       CA 91402   28 RS      830,248  10/01/93  1           0          0
69 T1 2408208 890  P SIQUEIRO 627 KARESH AVE        POMONA         CA 91767    6 RS      201,460            1
70 T1 2408215 889  P SIQUEIRO 639 KARESH AVE        POMONA         CA 91767    6 RS      200,302            1
71 T1 2408376      JMROSEN    4427 WOODMAN AVE      SHERMAN OAKS   CA 91423   15 RS      777,287  04/01/94  1           0      1,076
72 T2 2413729      F KHALILI  14639 FRIAR ST        VAN NUYS       CA 91411    8 RS      576,283  11/01/93  1           0          0
73 T1 2414166 762             1826 PACIFIC AVENUE   LONG BEACH     CA 90813   15 RS      344,236
74 T2 2414630      MTSUEHIRO  2255 ORANGE ST        SAN BERNARDIN  CA 92346   14 RS      409,451  12/01/93  1           0          0
75 T1 2415275 871  RRRANGEL   6330 ARBUTUS ST       HUNTINGTON PA  CA 90255    7 RS      360,786            1
76 T1 2415435 910  D ICHIKAWA 1600 1514 E 10TH ST   LONG BEACH     CA 90613    8 RS      308,738            1
77 T1 2416841 872  G BRUBAKER 6930 SIMPSON AVE      NORTH HOLLYWO  CA 91605    8 RS      310,232            1
78 T2 2418793      S PANAT    920 930 STILLMAN AV   REDLANDS       CA 92373   20 RS      803,140  12/01/93  1           0          0
79 T2 2419024 965  M SAVLOV   6515 VICTORIA AVE     LOS ANGELES    CA 90043    8 RS      429,595            1 
80 T1 2423177      RPLIMITED  517S RAMPART BLVD     LOS ANGELES    CA 90057   35 RS      786,851  02/01/94  1           0      4,969
81 T1 2426213 857  GF89       1122W 156TH ST        GARDENA        CA 90247    6 RS      635,130            1
82 T1 2431338 902  EJLORENZ   165E MARKET ST        LONG BEACH     CA 90805    8 RS      399,037            1 
83 T2 2431994      DSSTAIRS   9010 9018 PAINTER AV  WHITTIER       CA 90602    5 RS      278,391  06/01/94  1           0          0
84 T1 2436227 996  FJBECKER   315 319 N BRAND BLV   SAN FERNANDO   CA 91340   12 RS      350,571            1
85 T2 2437008      DSSTAIRS   13926 RAMHURST DR     LA MIRADA      CA 90638   27 RS    1,090,821  11/01/93  1           0        110
86 T1 2439240 844  WGOCONNOR  626 632 LINDEN AVE    LONG BEACH     CA 90802    9 RS      385,788            1
87 T1 2444785 877  DAFITCH    1873 PUMALO STREET    SAN BERNARDIN  CA 92404   12 RS      372,932            1
88 T1 2447944      AMARGUELLO 2806 2816 1/2 W BLVD  LOS ANGELES    CA 90016   20 RS      583,127  07/01/92  1           0     14,250
89 T1 2448732 939  KFTRUST    946 950 W BCH AVE     INGLEWOOD      CA 90302   18 RS      963,357            1
90 T1 2449841      CHSNYDER   205W TICHENOR ST      COMPTON        CA 90220    6 RS      231,929  01/01/94  1           0        985
91 T2 2452243      JDTSTE     2121 MARVIN AVE       LOS ANGELES    CA 90016    8 RS      344,823  12/01/93  1           0      9,246
92 T2 2456634      RUBIN FA   12254 BURBANK BLVD    NORTH HOLLYWO  CA 91607   30 RS    1,183,474  11/01/93  1           0          0
93 T2 2481128      JJRODRIGUE 5701 CORBETT ST       LOS ANGELES    CA 90016   16 RS      588,441  02/06/94  1           0          0
      -------                                                                          ---------                              ------
           93                                                                         55,024,443                             353,454

 

               Current     Monthly   Original                  ARM/
   Suspense   Intrst Rt   P&I Pymt   Ln Amnt    Maturity Dt    Fixed   %FFB
   --------   ---------   --------   --------   -----------    -----   ----
                                                   
49        0     6.31%        1,159     170,000   04/01/2005     ARM    100% 
50                                                                     100% 
51        0     6.31%        3,849     564,000   04/01/2020     ARM    100%      
52        0     6.31%        6,823   1,000,000   04/01/2005     ARM    100%   
53                                                                     100% 
54        0     6.31%        1,570     232,500   05/01/2005     ARM    100%   
55                                                                     100% 
56                                                                     100%  
57                                                                     100% 
58                                                                     100% 
59                                                                     100% 
60        0     6.11%        1,966     303,700   07/01/2020     ARM    100% 
61    8,451     6.11%        2,205     337,500   07/01/2020     ARM    100% 
62   31,540     6.11%        6,600   1,000,000   06/01/2020     ARM    100% 
63                                                                     100%  
64                                                                     100%  
65                                                                     100% 
66    5,046     6.11%        2,294     355,000   08/01/2020     ARM    100%   
67                                                                     100% 
68        0     6.11%        5,533     847,000   07/01/2020     ARM    100% 
69                                                                     100% 
70                                                                     100%  
71        0     6.11%        5,178     800,000   08/01/2020     ARM    100% 
72    7,528     6.25%        4,222     590,000   11/01/2020     ARM    100% 
73                                                                     100% 
74        0     6.13%        2,690     416,250   09/01/2020     ARM    100%   
75                                                                     100% 
76                                                                     100% 
77                                                                     100% 
78    3,111     6.13%        5,207     825,000   10/01/2020     ARM    100%  
79                                                                     100% 
80   14,674     6.25%        4,180     805,000   12/01/2005     ARM    100% 
81                                                                     100% 
82                                                                     100% 
83        0     6.13%        1,785     288,675   03/01/2021     ARM    100%   
84                                                                     100%  
85        0     6.13%        7,382   1,120,000   03/01/2021     ARM    100% 
86                                                                     100% 
87                                                                     100%  
88        0     6.13%        4,602     585,000   08/01/2006     ARM    100% 
89                                                                     100% 
90       39     6.13%        1,528     238,000   07/01/2006     ARM    100% 
91        0     6.13%        2,236     357,000   09/01/2006     ARM    100%  
92    5,104     6.13%        7,657   1,215,000   10/01/2006     ARM    100%   
93   10,691     8.75%        4,681     595,000   07/06/2002     ARM    100%  
    -------  
    361,420

 
                                Schedule 1.01-C
                                ---------------

                      Pending Loan Modifications Schedule

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                           SPECIAL ASSETS DEPARTMENT
                                    TELSTAR
                                   APPROVED
                         MODIFICATION TRACKING REPORT

                                 June 28, 1994

 

- - ----------------------------------------------------------------------------------------------------------------
LOAN/BORROWER           DATE          APPROVAL TERMS               APPROXIMATE                COMMENTS
                      APPROVED &                                    LOAN BALANCE
                        CLOSED
- - ----------------------------------------------------------------------------------------------------------------
                                                                                
2408376 Rossen          5/4/94      3 months capitalization;      Gross         777,287    Closed
                                    12 months interest only       Net           777,287
                                                                  New Ln. Amt.  792,822
                                                                  Loss/Gain         0
- - ----------------------------------------------------------------------------------------------------------------
2537007                             Mr. Smith has offered to      Gross         210,000    Awaiting Approval
New American Business               purchase loan for $210,000    Net           210,000
                                                                  New Ln. Amt.      0
                                                                  Loss/Gain     210,000
- - ----------------------------------------------------------------------------------------------------------------

 
                                Schedule 1.01-D
                                ---------------

                             REO Property Schedule

      [This schedule has been integrated into the Mortgage Loan Schedule]

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                              Schedule 2.04(viii)
                              -------------------

                            Construction Contracts

            None.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                             Schedule 2.07(a)(ii)
                             --------------------

                             Earthquake Deferrals

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

EARTHQUAKE SCHEDULE                                               
                          Earthquake info as of the 6/15/94 loan tape    
                          "Status" is as of 6/30/94                

 
Telstar  
                                                                                      Pymt Def  Pymt Def  Pymt Def  Pymt Def   
     Cal. Loan #  Name    Offcr  Status                  Closed Dt  Pymit Deferred    #Mnths    Pri.Amnt  Int.Amnt  Total Amnt  
                                                                                                   
   1 T1  2408376 JMROSEN   EA   Signed Agreement                                           0
   2 T1  2423177 RPLIMITED EA   Signed Agreement                                           0                            
                 2                                                                          ------------------------------------   
                                                                                                                 0

                                                                   
                                                                                                  Advanc    #Mnths  
                                                                    Int Capzn  Int Only   Advanc   Term     Allowed    1st Pymt
                                                                       #Mnths  #Mnths     Amount   #Mnths   to repay     Due
                                                                                                        
                                                                            3       12      7 500       24        0    07/01/94
                                                                            3       12          0        0        0    05/01/94
                                                                                            -----
                                                                                            7 500

 
                               Schedule 3.01(iv)
                               -----------------

                                  Litigation

       The Seller has been sued by several of its adjustable rate mortgage
("ARM") borrowers who have contended that the Seller miscalculated interest rate
adjustments because of a 30 or 60 day delay in the recognition of downward
movements in the Eleventh District Cost of Funds Index.  A 60 day delay, which
was not specifically provided for in the related promissory note, was
attributable to the need to give borrowers at least 30 days' notice before the
effective date of any interest rate change, and the fact that, since the notes
are paid in arrears, the first payment amount affected by the interest rate
change is due approximately 30 days after such change becomes effective, thus
resulting in an index review and notice date approximately 60 days before the
payment amount changes.  The Seller contends that its consistent use of interest
rate adjustment notices constitutes a course of dealing which clarifies any
omission or ambiguity in the ARM promissory note.  Also, the promissory notes
related to residential loans secured by one to four unit properties must be
interpreted in accordance with applicable federal regulations that require 30
days' notice of a change in interest rates.

       Although no Mortgage Loans under the Agreement are currently the subject
of a lawsuit as described above, certain of the Mortgage Loans had interest rate
adjustments made in the same manner as described above, and the Seller has
received letters from a loan auditor contending that certain of the Mortgagors
have overpaid interest because of the manner in which such interest rate
adjustments were made.  The following describes the status of current litigation
involving loans that are not Mortgage Loans, but which have similar interest
rate adjustment provisions to certain of the Mortgage Loans:

       1.  HUBBARD V. FIDELITY FEDERAL BANK Civil No. 92-3939 MRP.  Fidelity
           --------------------------------                                 
Federal Bank ("Fidelity") is a defendant in a purported class action on file in
the United States District Court for the Central District of California alleging
violation of the Truth In Lending Act and breach of contract and negligence.
The case arises out of the alleged miscalculation of adjustments to the
applicable interest rate of an adjustable rate mortgage loan.  The complaint
seeks compensatory damages and attorneys' fees in an unspecified amount relating
to alleged class-wide over-charges.  On February 8, 1993, plaintiff Hubbard
filed a First Amended Class Action Complaint which added plaintiff Earle S.
Humphreys and Nicette M. Humphreys as class representatives and also new claims
for fraud and negligent misrepresentation.  Defendant Fidelity had already filed
a motion for summary judgment which the Court treated as applicable to the First
Amended Complaint.  On June 7, 1993, the Court issued a decision granting
defendant's motion for summary judgment on the grounds that plaintiffs had
failed to demonstrate the existence of a genuine issue of fact as to their
claims for breach of contract, negligence, fraud, and negligent
misrepresentation.  Furthermore, the Court concluded that plaintiffs Truth-In-
Lending Act claimed were barred by the Statute of Limitations.  On July 7, 1993,
plaintiffs filed a Notice of Appeal.  The matter is now pending before the Court
of Appeals for the Ninth Circuit and the transcript on appeal is still in the
process of being prepared.

       2. OCEANSIDE 84, LTD V. FIDELITY FEDERAL BANK, Case No. BCO83318-Los
          ------------------------------------------                       
Angeles Superior Court.  Fidelity Federal Bank ("Fidelity") is a defendant in a
purported class action on file in the Superior Court of the State of California,
County of Los Angeles, alleging breach of contract and unfair trade practices
arising out of its adjustment of adjustable rate mortgages.  The Complaint seeks
compensatory damages 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

and attorneys' fees in an unspecified amount relating to alleged class-wide
overcharges due to the use of a "look back period" for the calculation of
interest rate adjustments. Fidelity's motion for summary judgment was granted
for the unfair competition claim and denied on the breach of contract claim
because of the Court's perception of triable issues of fact relating to custom
and usage. The total damage claim amounts to slightly over $15,000.

       3.  WEBER, ET AL V. FIDELITY FEDERAL BANK, Case No. BCO94073, Los Angeles
           -------------------------------------                                
Superior Court.  On November 30, 1993, an action was filed against Fidelity
Federal Bank ("Fidelity") in the Los Angeles Superior Court for breach of
contract, declaratory relief and fraud arising out of the manner in which
Fidelity calculated interest rate adjustments on a group of 41 separate non-
owner occupied/residential adjustable rate loans.  The complaint was answered on
January 26, 1994. It is Fidelity's present plan to file a motion for summary
judgment similar to the one in the Oceanside 84 case described above.   The
                                   ------------                            
damage claims on the individual loans average about $3,000, but will be subject
to set-offs for adjustments in rising interest markets.

       4.  SMALL CLAIMS.  Fidelity has been sued in 21 separate small claims
matters by individual ARM borrowers.  Each of the matters has been filed in the
Municipal Court for Santa Clara County and have been prompted by the actions of
a single loan auditing firm which has contacted Fidelity's borrowers in the Bay
Area.  Most, if not all, of the claims are for less than $2,000.  Judgments have
been entered against Fidelity in 5 of the matters.  One of the small claims has
been settled and one will be tried de novo on appeal as a test case in October.
                                   -- ----                                     

       The description appearing on this Schedule 3.01(iv) are for the sole
purpose of identifying to the Purchaser possible claims or contentions of which
the Seller is aware that may be made with respect to Mortgage Loans.  The Seller
makes no representation regarding the merit or lack of merit of any such claim
or contention and such descriptions are not and shall not be deemed to be an
admission of any fact or liability with respect to the matters described
thereby.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                Exhibit 1.01-A
                                --------------

                                    Form of
                  Assignment of Intangible Personal Property

                      ASSIGNMENT OF GENERAL INTANGIBLES,
                             LICENSES AND PERMITS
                      ----------------------------------

       THIS ASSIGNMENT OF GENERAL INTANGIBLES, LICENSES AND PERMITS
("Assignment") is made as of the ___ day of __________, 1994, by and between
Fidelity Federal Bank, a Federal Savings Bank ("Assignor"), and ______________,
a _____________ ("Assignee").

       A.   Contemporaneously with the execution and delivery of this
Assignment, Assignor has sold and conveyed to Assignee certain real property and
improvements located thereon, if any (collectively, "Property"), pursuant to
that certain Loan and REO Purchase Agreement dated July 21, 1994 between
Assignor and Assignee (the "Purchase Agreement").

       B.   It is a condition to the consummation of the transactions
contemplated by the Purchase Agreement that Assignor and Assignee enter into
this Assignment.

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

       1.   Recitals.  The foregoing recitals are hereby incorporated herein by
            --------                                                           
reference as if fully set forth at this point in the text of this Assignment.

       2.   Transfer and Assignment.  Assignor does hereby sell, transfer,
            -----------------------                                       
assign, deliver, grant and convey unto Assignee, its successors and assigns, all
of Assignor's right, title and interest in, to and under the following property
and rights (collectively, "Assigned Items"), all of which are located in or
about, pertain to or are related to the Property:

          (a) All surveys, site plans, engineering, architectural, structural,
electrical, mechanical and other plans, specifications, drawings, if any, and
all other documentation of any type relating to the construction, maintenance
and/or operation of the Property.

          (b) To the extent assignable without the consent of any third party,
all warranties and guarantees, if any, from any and all parties in connection
with the construction, maintenance and operation of the Property, or in
connection with any fixtures or equipment located on the Property.

          (c) To the extent legally assignable, all licenses, permits,
authorizations, approvals, registrations, certificates of occupancy and like
authorizations issued by any governmental authority, federal, state or local, in
connection with the Property.

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

            (d) All trade names, trademarks, service marks and logos.

            (e) All uncollected insurance claims, insurance proceeds and
condemnation claims and awards.

            (f) All rights, privileges and entitlements relating to the
operation, use or development of the Property.

       3.   Headings.  The headings used in this Assignment are for purposes of
            --------                                                           
convenience only and shall not be used in construing the provisions hereof.

       4.   Covenant Of Further Assurances.  The parties hereto agree to execute
            ------------------------------                                      
such other documents and perform such other acts as may be reasonably necessary
or desirable to carry out the purposes of this Assignment.

       6.   Governing Law.  This Assignment shall be governed by and construed
            -------------                                                     
in accordance with the laws of the State of California.

       7.   Severability.  The provisions of this Assignment shall be deemed
            ------------                                                    
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity or enforceability of the other
provisions hereof.

       IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed as of the day and year first above written.

                                             ASSIGNOR:
                                             -------- 

                                             FIDELITY FEDERAL BANK
                                             a Federal Savings Bank

                                             By:    ___________________________
                                             Name:  ___________________________
                                             Title: ___________________________
 
                                             ASSIGNEE:
                                             -------- 
                                             _________________________________,
                                             a ________________________________

                                             By:    ___________________________
                                             Name:  ___________________________
                                             Title: ___________________________

 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                   Exhibit A
                                   ---------

                          [PROPERTY NAME AND ADDRESS]

        [Fidelity will attach an Exhibit A page for each REO Property]

                  Loan and REO Purchase Agreement (Secondary)
                  ------------------------------------------

                                Exhibit 1.01-B
                                --------------

                                    Form of
                                 Bill of Sale

                                 BILL OF SALE
                                 ------------

       For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Fidelity Federal Bank, a Federal Savings Bank
("Seller"), does hereby sell and deliver unto ___________________________
("Buyer"), all of Seller's right, title and interest in all of the tools,
equipment, supplies, inventory, fixtures, appliances, signage, vehicles, goods,
machinery, hardware, materials and equipment not deemed or constituting realty,
as well as all furniture, furnishings, and all other like items of personal
property which as of the date hereof are located on or used exclusively in
connection with the real property described on Exhibit 1 attached hereto, but
expressly not including any personal property that may belong to any tenant or
property manager of such real property.

       IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of this ____
day of _________________, 1994.

                                       SELLER:

                                       FIDELITY FEDERAL BANK,
                                       a Federal Savings Bank

                                       By: ______________________________
                                       Its:______________________________

 

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                   Exhibit 1
                                   ---------

                               Legal Description

 

 

 

  

 
        [Fidelity will attach a legal description of each REO Property]

                  Loan and REO Purchase Agreement (Secondary)
                  -------------------------------------------

                                                                   EXHIBIT 10.14

                            DEPOSIT ESCROW AGREEMENT
                            ------------------------

      This Escrow Agreement is made as of July 21, 1994 among INTERNATIONALE
NEDERLANDEN (U.S.) CAPITAL CORPORATION, FARALLON CAPITAL PARTNERS, L.P., TINICUM
PARTNERS, L.P. AND ESSEX MANAGEMENT CORPORATION (collectively, the "Depositor"),
FIDELITY FEDERAL BANK (the "Beneficiary") and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK ("Morgan"), as Deposit Escrow Agent hereunder (the "Deposit Escrow
Agent").

      1. Escrow Account. The Depositor and the Beneficiary are concurrently
         --------------
entering into that certain Loan and REO Purchase Agreement (Secondary) dated as
of July 21, 1994 (the "Purchase Agreement"), and have delivered to the Deposit
Escrow Agent a copy of such executed Purchase Agreement. The Depositor has
delivered to the Deposit Escrow Agent on July 11, 1994, in escrow pursuant to
the terms hereof, the sum of Two Million Nine Hundred Fifty-Six Thousand Eight
Hundred Thirty Two Dollars ($2,956,832) as the "Deposit" thereunder and
hereunder. The Deposit Escrow Agent agrees to accept said Deposit and to
establish and maintain a separate non-interest bearing escrow account therefor
and for investments and reinvestments thereof (the "Escrow Account") pursuant to
the terms hereof. Upon written notice from the Depositor or the Beneficiary in
accordance with Section 3 below, the Deposit Escrow Agent shall liquidate the
Escrow Account and pay the net proceeds of the Escrow Account to the Beneficiary
or as the Beneficiary shall direct or to the Depositor or as the Depositor shall
direct, as applicable.

      2. Investment. The Deposit Escrow Agent agrees to invest and reinvest the
         ----------
Escrow Account within two business days after receipt of written instructions
signed by a person identified in Exhibit A hereto and specifying the exact
investment or reinvestment to the satisfaction of the Deposit Escrow Agent, only
in one or more of the following investments (the "Obligations") at the time of
investment:

      (i) Direct obligations of, or obligations the principal of and interest on
          which are unconditionally guaranteed by, the United States of America;
          or

      (ii) Repurchase Agreements involving Obligations listed in (A) above; or

      (iii) Certificates of Deposit issued, or day of deposit to day of
            withdrawal interest bearing accounts offered, by any bank, trust
            company or national banking association having capital stock,
            surplus and undivided profits not less than $50,000,000 as indicated
            in its most recently published statement of condition; or

      (iv) Money Market Investment Options identified in Exhibit B hereto; or

      (v)  Such other investment as the Depositor, the Beneficiary and the
           Deposit Escrow Agent may agree in writing.

      The initial investment has been made pursuant to clause (i) above.
Investments may be made in Obligations of Morgan or any affiliate of Morgan. The
Deposit Escrow Agent may purchase Obligations through Morgan and its affiliates
and Morgan and its affiliates may retain any charges or commissions customarily
imposed for such purchases as if Morgan were not Deposit Escrow Agent hereunder.
If the Deposit Escrow Agent reasonably determines that any investment
instruction is not satisfactory to it, the Deposit Escrow Agent will use
reasonable efforts to obtain a satisfactory investment instruction in lieu
thereof. Interest and other earnings on the Obligations shall be added to the
Escrow Account. Any loss incurred from an investment, including without
limitation market loss resulting from early liquidation of and all costs of
investment or liquidation, including without limitation all withholding and
other taxes, will be borne by the Escrow Account. The Depositor and the
Beneficiary agree to furnish to the Deposit Escrow Agent upon execution of this
agreement and as subsequently required all appropriate U.S. tax forms and
information in order for the Deposit Escrow Agent to comply with U.S. tax
regulations. The Depositor agrees that any income earned on the Escrow Account
will be reported as calendar year income to the U.S. IRS for the Depositor's
account and shall be subject to any applicable withholding taxes, unless the
Escrow Account is distributed to the Beneficiary hereunder as liquidated
damages.

      No Obligation shall have a final maturity which exceeds July 29, 1994,
provided that on and after July 29, 1994, the Deposit Escrow Agent may invest
and reinvest the Escrow Account in Obligations having a maturity of one day; and
provided further that investments in Money Market Investment Options defined in
Exhibit B hereto and deposits in a day of deposit to day of withdrawal interest
bearing account shall be deemed to have a maturity of one day.

      3.  Disbursement of Escrow Account.
          ------------------------------ 

      The net proceeds of the Escrow Account shall be paid in accordance with
the provisions of Sections 2.01 and 6.07 of the Purchase Agreement, which
Sections of the Purchase Agreement (and the definitions of the capitalized terms
used in such Sections) are hereby incorporated by reference as though fully set
forth in this Section 3. Capitalized terms used in this Section 3 and not
otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Purchase Agreement. In order to effect the provisions of this
Section 3:

      (i) If the Deposit Escrow Agent receives notice from the Beneficiary
stating that the Depositor has breached the Purchase Agreement, or that the
purchase and sale of the Assets contemplated in the Purchase Agreement has not
closed by the Closing Date as a result of a breach of the Purchase Agreement by
the Depositor or the Depositor's failure to satisfy a condition precedent to the
Closing, and such notice is not signed by the Depositor, then the Deposit Escrow
Agent shall immediately notify the Depositor of the receipt thereof and if
within two business days of delivery of such notice to the Depositor the Deposit
Escrow Agent has not been notified by the Depositor that the Depositor disputes
such notice then the Deposit Escrow Agent shall, not later than the following
day, pay to the Beneficiary in immediately available funds by wire transfer to
the account specified by the Beneficiary, the full amount of the Deposit
including all interest earned thereon to the date of payment;

                                       2

      (ii) If the Deposit Escrow Agent receives notice from the Depositor
stating that the purchase and sale of the Assets contemplated in the Purchase
Agreement has not closed by the Closing Date as a result of a breach of the
Purchase Agreement by the Beneficiary or the Beneficiary's failure to satisfy a
condition precedent to the Closing, and such notice is also signed by the
Beneficiary, then the Deposit Escrow Agent shall, not later than the following
day, repay to the Depositor in immediately available funds by wire transfer to
the account specified by the Depositor, the full amount of the Deposit including
all interest earned thereon to the date of repayment;

      (iii) If the Deposit Escrow Agent receives notice from the Depositor
stating that the purchase and sale of the Assets contemplated in the Purchase
Agreement has not closed by the Closing Date as a result of a breach of the
Purchase Agreement by the Beneficiary or the Beneficiary's failure to satisfy a
condition precedent to the Closing, and such notice is not signed by the
Beneficiary, then the Deposit Escrow Agent shall immediately notify the
Beneficiary of the receipt thereof and if within two business days of delivery
of such notice to the Beneficiary the Deposit Escrow Agent has not been notified
by the Beneficiary that the Beneficiary disputes such notice then the Deposit
Escrow Agent shall, not later than the following day, repay to the Depositor in
immediately available funds by wire transfer to the account specified by the
Depositor, the full amount of the Deposit including all interest earned thereon
to the date of repayment;

      (iv) Any disputes of which the Deposit Escrow Agent has notice prior to
the payment or repayment of the Deposit in accordance with this Section 3 shall
be subject to Section 4(d) of this Agreement.

      4.  The Deposit Escrow Agent.
          ------------------------ 

      (a) The Depositor and the Beneficiary agree jointly and severally to
indemnify, defend, and hold the Deposit Escrow Agent harmless against all
losses, liabilities and expenses (including attorney's fees and expenses),
arising out of or in connection with this Agreement or any transaction related
hereto, except to the extent that any such loss, liability, or expense results
from the gross negligence or willful misconduct of the Deposit Escrow Agent. The
foregoing indemnities shall survive the resignation of the Deposit Escrow Agent
and the termination of this Agreement.

      (b) The Deposit Escrow Agent's duties are only such as are specifically
provided herein, and the Deposit Escrow Agent shall incur no fiduciary or other
liability whatsoever to the Depositor or the Beneficiary, or any other person,
except to the extent the Depositor or the Beneficiary incur loss or liability
due to the Deposit Escrow Agent's gross negligence or willful misconduct. The
Deposit Escrow Agent may consult with counsel and shall be fully protected in
any action taken in good faith in accordance with such advice. The Deposit
Escrow Agent may rely and shall be fully protected in acting upon any written
instructions given to it hereunder and believed by it to have been properly
executed. The Deposit Escrow Agent shall not be liable for interest on the
Escrow Account, except to the extent earned pursuant to investments made
hereunder.

                                       3

      (c) The Depositor and the Beneficiary agree to split equally and pay to
the Deposit Escrow Agent, annually in advance, as compensation for the ordinary
administrative services to be rendered hereunder, a fee of $4,500 per year, or
any part thereof, from and after the date first written above payable on the
execution of this agreement and on each anniversary of the date first written
above. The Depositor and the Beneficiary jointly agree further to pay all
expenses of the Deposit Escrow Agent, including its attorney's fees and
expenses, which it may incur in connection with the performance of its duties
under this Agreement or the enforcement of the indemnities provided in Section
4(a). The Deposit Escrow Agent's claim for such fees and expenses and for its
indemnities provided in Section 4(a) shall constitute a first lien against the
Escrow Account. Notwithstanding Section 5 below, billing statements to the
Depositor will only be sent to International Nederlanden (U.S.) Capital
Corporation, who shall also be responsible on behalf of the Depositor, as to the
Deposit Escrow Agent, for payment thereof.

      (d) It is understood and agreed that should any dispute arise with respect
to the payment and/or ownership or right of possession of the Escrow Account,
the Deposit Escrow Agent may retain in its possession, without liability to
anyone, all or any part of said Escrow Account until such dispute shall have
been settled either by agreement of the parties to such dispute or by the final
order, decree or judgment of a court or other tribunal of competent jurisdiction
in the United States after the time for appeal has expired and no appeal has
been perfected. The Deposit Escrow Agent shall be under no duty whatsoever to
institute or defend any such proceedings. The Deposit Escrow Agent may turn over
all or any part of the Escrow Account to or upon instruction of such court or
tribunal, without liability to any person, in the case of any such dispute.

      (e) The Deposit Escrow Agent may resign at any time by giving written
notice thereof to the Depositor and the Beneficiary. Such resignation shall
become effective when a successor Deposit Escrow Agent shall have been appointed
by the Depositor and shall have accepted such appointment in writing. If an
instrument of acceptance by a successor Deposit Escrow Agent shall not have been
delivered to the Deposit Escrow Agent within 30 days after the giving of such
notice of resignation, the Deposit Escrow Agent's duties hereunder are limited
to holding the Escrow Account without further reinvestment and disposing of the
Escrow Account as directed jointly by the Depositor and the Beneficiary. The
resigning Deposit Escrow Agent may at the expense of the Depositor petition any
court of competent jurisdiction, including without limitation the Supreme Court
of the State of New York, for the appointment of a successor Deposit Escrow
Agent and may turn over the Escrow Account to such successor Deposit Escrow
Agent.

      (f) The Deposit Escrow Agent and its affiliates may, without having to
account therefor to any person, accept deposits from, extend credit (on a
secured or unsecured basis) to and generally engage in any kind of banking,
trust or other business with the Depositor or the Beneficiary or any of their
affiliates as if it were not acting as the Deposit Escrow Agent, and may accept
fees and other consideration for services in connection with this Agreement or
otherwise without having to account for the same to any person.

                                       4

      5.  Notices.  Any notice, consent, request or instruction to be given in
          -------                                                             
connection with this Agreement shall be in writing and shall be sent by
certified mail, postage prepaid, or telecopied (tested by telephonic
confirmation of receipt) or delivered:

      (i) if to the Deposit Escrow Agent, to:

          Morgan Guaranty Trust Company of New York
          60 Wall Street, 36th Floor
          New York, New York 10260
          Attention: Corporate Trust Administration
          Telecopier: (212) 648-5103
          Telephone: (212) 648-9261

     (ii) if to the Depositor, to

          Internationale Nederlanden (U.S.) Capital Corporation
          300 South Grand Avenue
          Suite 3000
          Los Angeles, California  90071
          Attention:  Laura B. Olinski
          Telecopier:  (213) 687-7324
          Telephone:  (213) 617-9100

          and to:

          Essex Management Corporation
          777 California Avenue
          San Francisco, California  94304
          Attention:  Mr. Ray Hedrick
          Telecopier:  (415) 858-0139
          Telephone:  (415) 494-3700

                      and

          Farallon Capital Partners, L.P.
          Tinicum Partners, L.P.
          One Maritime Plaza, Suite 1250
          San Francisco, California  94111
          Attention:  Mr. Stephen L. Millham and Mr. Jason Fish
          Telecopier:  (415) 421-2133
          Telephone:  (415) 421-2132

                                       5

     (iii)  if to the Beneficiary, to

            Fidelity Federal Bank
            600 N. Brand Avenue
            Glendale, California 91209
            Attention:  Legal Department and Richard Greenwood
                                         ---                  
            Telecopier:   (818)  549-3773
            Telephone:    (818)  549-3693

      6. Depositor. The obligations of the parties constituting the Depositor
         ---------
shall be joint and several. The parties constituting the Depositor hereunder
hereby appoint Internationale Nederlanden (U.S.) Capital Corporation as their
agent hereunder for the purpose of giving notices and taking actions hereunder,
and the Beneficiary and the Deposit Escrow Agent may rely on such appointment
for all purposes hereunder, except as may otherwise be provided in Exhibit A
respecting investment notices.

      7.  Miscellaneous.  This Agreement may be amended only in writing, signed
          -------------       
by the parties hereto. It expresses the entire understanding of the parties
hereto. No third party shall benefit from or be entitled to enforce any
provision hereof. No party shall assign its rights or duties hereunder except by
operation of law. This Agreement shall be construed in accordance with the laws
of the State of New York. It may be executed in several counterparts, each one
of which shall constitute an original, and all collectively shall constitute but
one instrument.

                                       6

      IN WITNESS WHEREOF, the parties have duly executed this Deposit Escrow
Agreement as of the date first written above.

                                INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL
                                CORPORATION, Depositor

                                By:  /s/ LAURA B. OLINSKI
                                     _______________________________
                                Name:  Laura B. Olinski
                                Title: Vice President

                                FARALLON CAPITAL PARTNERS, L.P., Depositor

                                By:  /s/ JASON M. FISH
                                     _______________________________
                                Name:  Jason M. Fish
                                Title: General Partner

                                TINICUM PARTNERS, L.P., Depositor

                                By:  /s/ JASON M. FISH
                                     _______________________________
                                Name:  Jason M. Fish
                                Title: General Partner

                                ESSEX MANAGEMENT
                                CORPORATION, Depositor

                                By: /s/ ^
                                     _______________________________
                                Name:
                                Title: President

                                FIDELITY FEDERAL BANK, Beneficiary

                                By:  /s/ RICHARD M. GREENWOOD
                                     _______________________________
                                Name:  Richard M. Greenwood
                                Title: Chairman of the Board,
                                       and Chief Executive Officer

                                       7

                                MORGAN GUARANTY TRUST COMPANY OF
                                NEW YORK, as Deposit
                                Escrow Agent

                                By:  /s/ NORMA R. PANE
                                     _______________________________
                                Name:  Norma R. Pane
                                Title: Vice President

                                       8

                                   Exhibit A
                                   ---------   
               Persons authorized to sign investment instructions
                                 
            Name and Title                             Signature

LAURA OLINSKI, VICE PRESIDENT             /s/  Laura B. Olinski
- - ------------------------------------      ------------------------------------  
Laura Olinski

JOHN WICKSER, V.P.                        /s/  John Wickser 
- - ------------------------------------      ------------------------------------  
John Wickser

                                       9

                                   Exhibit B
                                   ---------
                        Money Market Investment Options

Money Market Fund Name                         Portfolio Asset Mix
- - ----------------------                         -------------------

Federated Trust for U.S. Treasury              U.S. Treasury Direct Obligations 
Obligations

- - --------------------------------------------------------------------------------

The Pierpont (JP Morgan) Money                 U.S. Government and agency 
Market Fund                                    obligations, commercial paper,
                                               bankers' acceptances,
                                               certificates of deposit,
                                               corporate bonds

- - --------------------------------------------------------------------------------
Federated Short Term U.S. Government           Off-shore money market fund for
Securities                                     non-resident aliens of the
                                               U.S. investing in obligations
                                               of the U.S. Government and its
                                               agencies

                                       10

                                                                   EXHIBIT 10.15

             PURCHASE OF ASSETS AND LIABILITY ASSUMPTION AGREEMENT

                                by and between

                         HOME SAVINGS OF AMERICA, FSB

                                      and

                          FIDELITY FEDERAL BANK, FSB

                                     as of

                                 July 19, 1994

                               TABLE OF CONTENTS
                               -----------------

                                                                            Page
                                                                            ----
 ARTICLE 1

                  TERMS OF PURCHASE AND ASSUMPTION.........................    1
1.1       Purchase and Sale of Assets......................................    1
1.2       Assumption of Liabilities........................................    1
1.3       Liabilities Not Assumed..........................................    2
1.4       Purchase Price...................................................    2
1.5       Consideration for Assumption of Liabilities......................    3

ARTICLE 2

              REPRESENTATIONS AND WARRANTIES OF SELLER.....................    4
2.1       Organization and Related Matters.................................    4
2.2       Authorization....................................................    4
2.3       No Breaches of Statute or Contract; Required
          Consents.........................................................    4
2.4       Consents.........................................................    4
2.5       Litigation and Related Matters...................................    5
2.6       Deposits.........................................................    5
2.7       Personal Property................................................    6
2.8       Account Loans and Transaction Account Loans......................    6
2.9       Contracts........................................................    7
2.10      Branch Leases....................................................    7
2.11      Real Property....................................................    8
2.12      Title to Assets..................................................    8
2.13      Compliance with Laws and Regulations.............................    8
2.14      Information for Regulatory Approvals.............................    8
2.15      Governmental Notices.............................................    9
2.16      Condition of the Branches........................................    9
2.17      Signage..........................................................    9
2.18      Taxes............................................................    9
2.19      Hazardous Substances.............................................   10
2.20      Condemnation.....................................................   10
2.21      FIRPTA...........................................................   10
2.22      Plans and Specifications.........................................   10
2.23      No Broker's or Finder's Fees.....................................   11
2.24      Community Reinvestment Act.......................................   11
2.25      Safe Deposit Business............................................   11
2.26      Agreements Relating to Employees.................................   11

ARTICLE 3

            REPRESENTATIONS AND WARRANTIES OF HOME SAVINGS.................   12
3.1       Organization and Related Matters; Compliance with
          Laws and Regulations.............................................   12
3.2       Authorization....................................................   12
3.3       No Breaches of Statute or Contract; Required
          Consents.........................................................   12
3.4       Consents.........................................................   13
3.5       Litigation and Related Matters...................................   13
3.6       Information for Regulatory Approvals.............................   13

 
3.7       No Broker's  or Finder's Fees....................................   13
3.8       Governmental Notices.............................................   13
3.9       Community Reinvestment Act.......................................   13

ARTICLE 4

                        DUE DILIGENCE......................................   14
4.1       General..........................................................   14
4.2       Deposits.........................................................   14
4.3       Personal Property................................................   15
4.4       Account Loans and Transaction Account Loans......................   16
4.5       Contracts........................................................   16
4.6       Branch Leases....................................................   16
4.7       Option Branches..................................................   18

ARTICLE 5

                      COVENANTS OF SELLER..................................   19
5.1       Access for Investigations and Conversion.........................   19
5.2       Preservation of Business.........................................   20
5.3       Operations in Ordinary Course....................................   21
5.4       Operations at the Branches.......................................   21
5.5       Contracts........................................................   21
5.6       Real Property and Branch Leases..................................   21
5.7       Notice Regarding Ability to Perform..............................   23
5.8       Conditions to Closing; Consents..................................   23
5.9       Furnishing Information; Further Assurances.......................   23
5.10      Covenant Not to Compete..........................................   23
5.11      Records..........................................................   25
5.12      Signs............................................................   26
5.13      Closing of Branches..............................................   26

ARTICLE 6

                      RECIPROCAL COVENANTS.................................   26
6.1       Regulatory Approvals.............................................   26
6.2       Conveyances......................................................   27
6.3       Further Assurances...............................................   27
6.4       Matters Concerning Employees.....................................   27
6.5       Confidentiality..................................................   28
6.6       Publicity........................................................   28
6.7       Tax Reporting....................................................   28
6.8       Interest Reporting...............................................   28
6.9       Withholding......................................................   29
6.10      Retirement Accounts..............................................   30

ARTICLE 7

              CONDITIONS TO OBLIGATIONS OF HOME SAVINGS....................   30
7.1       Corporate Approval...............................................   30
7.2       Absence of Litigation............................................   30
7.3       Access to Information............................................   30
7.4       Consents of Third Parties........................................   30
7.5       Conditions Performed.............................................   30
7.6       Representations..................................................   31

                                     (ii)

7.7       Documentation....................................................   31
7.8       No Material Adverse Change.......................................   31

ARTICLE 8

                 CONDITIONS TO OBLIGATIONS OF SELLER.......................   31
8.1       Corporate Approval...............................................   31
8.2       Absence of Litigation............................................   31
8.3       Conditions Performed.............................................   31
8.4       Representations..................................................   32
8.5       Documentation....................................................   32

ARTICLE 9

              CONDITIONS TO OBLIGATIONS OF BOTH PARTIES....................   32
9.1       Governmental Actions.............................................   32
9.2       Governmental Approvals...........................................   32

ARTICLE 10

                             THE CLOSING...................................   33
10.1      Time and Place of Closing; Close of Business.....................   33
10.2      Payment Due at Closing...........................................   33
10.3      Closing Documents to be Delivered or Actions to
          be Taken by Seller...............................................   34
10.4      Closing Documents to be Delivered or Actions to
          be Taken by Home Savings.........................................   36
10.5      Post Closing Adjustments.........................................   37

ARTICLE 11

                    TRANSFER OF DEPOSIT ACCOUNTS...........................   38
11.1      Notices..........................................................   38
11.2      Certain Obligations for Retained Accounts........................   38
11.3      Post Closing Reconciliation......................................   39
11.4      Data Processing..................................................   41
11.5      Safe Deposit Boxes...............................................   41
11.6      Taxpayer Information.............................................   41
11.7      Card Processing..................................................   42

ARTICLE 12

                             TERMINATION...................................   43
12.1      Events of Termination............................................   43
12.2      Manner of Termination............................................   44

ARTICLE 13

                           INDEMNIFICATION.................................   44
13.1      Indemnification by Both Parties..................................   44
13.2      Indemnification by Seller........................................   44
13.3      Indemnification by Home Savings..................................   45

                                     (iii)

ARTICLE 14

                            MISCELLANEOUS..................................   46
14.1      Survival.........................................................   46
14.2      Notices..........................................................   46
14.3      Taxes, Expenses..................................................   47
14.4      Entire Agreement, Modifications, Waivers,
          Headings.........................................................   48
14.5      Successors and Assigns...........................................   48
14.6      Counterparts.....................................................   48
14.7      Governing Law....................................................   48
14.8      Time is of the Essence...........................................   48
14.9      Attorney's Fees..................................................   48
14.10     Severability.....................................................   49
14.11     SAIF and BIF Fees................................................   49

                                     (iv)

                                    EXHIBIT

EXHIBIT A     BRANCHES OF SELLER
EXHIBIT B     PRELIMINARY SETTLEMENT STATEMENT
EXHIBIT C     LESSOR'S ESTOPPEL CERTIFICATE
EXHIBIT C-1   LESSEE'S ESTOPPEL CERTIFICATE
EXHIBIT D     CONSENT TO ASSIGNMENT
EXHIBIT E     LESSEE'S ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT E-1   LESSOR'S ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT F     TITLE INSURANCE COVERAGE
EXHIBIT G     BILL OF SALE AND ASSIGNMENT
EXHIBIT H     GENERAL ASSIGNMENT
EXHIBIT I     CERTIFICATE OF NON-FOREIGN STATUS
EXHIBIT J     OPINION OF COUNSEL TO SELLER
EXHIBIT K     ASSUMPTION AGREEMENT
EXHIBIT L     RETIREMENT ACCOUNT TRANSFER AGREEMENT
EXHIBIT M     OPINION OF COUNSEL TO HOME SAVINGS
EXHIBIT M-1   OPINION OF IN-HOUSE COUNSEL TO HOME SAVINGS
EXHIBIT N     SELLER'S CHIEF FINANCIAL OFFICER'S CERTIFICATE
EXHIBIT O     FINAL SETTLEMENT STATEMENT

                                   SCHEDULES

SCHEDULE 1.4  CASH ON HAND (TO BE DELIVERED AT CLOSING)
SCHEDULE 2.6  DEPOSITS
SCHEDULE 2.7  PERSONAL PROPERTY
SCHEDULE 2.8  ACCOUNT LOANS AND TRANSACTION ACCOUNT LOANS
SCHEDULE 2.9  CONTRACTS
SCHEDULE 2.10 BRANCH LEASES
SCHEDULE 2.11 LIENS, CLAIMS AND ENCUMBRANCES
SCHEDULE 2.12 LIENS ON ASSETS
SCHEDULE 2.19 ENVIRONMENTAL MATTERS

                                      (v)

 
SCHEDULE 2.25   SAFE DEPOSIT BUSINESS
SCHEDULE 6.4    EMPLOYEES

                                     (vi)

             PURCHASE OF ASSETS AND LIABILITY ASSUMPTION AGREEMENT

     This Purchase of Assets and Liability Assumption Agreement ("Agreement") 
is made and entered into as of July 19, 1994 by and between Fidelity Federal 
Bank, FSB, a federal savings bank ("Seller"), and Home Savings of America, 
FSB, a federal savings bank ("Home Savings"), with reference to the following 
facts:

     WHEREAS, Seller desires to sell to Home Savings certain deposit liabilities
and other liabilities and assets associated with the nine (9) branch offices of 
Seller more specifically described and defined on Exhibit A hereto (each 
                                                  ---------
individually a "Branch" and collectively the "Branches"); and

     WHEREAS, Home Savings desires to assume said deposit liabilities and other 
liabilities and purchase such assets;

     NOT, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Home Savings hereby
agree as follows:

                                   ARTICLE 1

                       TERMS OF PURCHASE AND ASSUMPTION
                       --------------------------------

     1.1. Purchase and Sale of Assets. Pursuant to the terms of this Agreement, 
          ---------------------------
Seller shall sell, transfer, convey and assign to Home Savings, and Home Savings
shall purchase and acquire from Seller, as of the close of business on the 
- - --------------------------                 ------------------------
Closing Date (as defined in Section 10.1), all right, title and interest in and 
to (i) the Personal Property (as defined in Section 4.3), (ii) the Account Loans
(as defined in Section 4.4), (iii) the Transaction Account Loans (as defined in 
Section 4.4), (iv) the Assumed Contracts (as defined in Section 4.5), (v) 
subject to the provisions of Sections 4.6, the Branch Leases (as defined in 
Section 2.10), (vi) the Records (as defined in Section 5.11), (vii) the Cash on 
Hand (as defined in Section 1.4(a)(i)), and (viii) the safe deposit boxes 
located at the Branches and the safe deposit business associated therewith 
(collectively, the "Safe Deposit Business"), all of which are collectively 
referred to hereinafter as the "Assets," and Seller herein agrees to be bound,
effective upon the Closing Date, by the terms of the Covenant Not to Compete (as
defined in Section 5.10(c)).

     1.2  Assumption of Liabilities. Pursuant to the terms of this Agreement, 
          --------------------------
Home Savings shall assume at the close of business on the Closing Date the 
             -------------------------------------        ------------
liabilities and obligations of Seller with respect to the Deposits (as defined 
                                                          --------
in Section 4.2), the Account Loans, the Transaction Account Loans, the Assumed 
Contracts, the Branch Leases, and the Safe Deposit Business, all

                                      -1-

 
of which shall collectively be referred to hereinafter as the "Liabilities"; 
provided, however, that with respect to the Deposits, Home Savings shall assume 
no liabilities or obligations of Seller, except for the obligation to pay to the
respective depositors the principal amount of each Deposit plus accrued interest
thereon, to the extent such sums are included and reflected in final Schedule 
                                                                     --------
2.6 and to undertake the obligations related to such Deposits specifically 
- - ---
described herein.

     1.3  Liabilities Not Assumed. Except as specifically set forth in Section 
          -----------------------
1.2, Home Savings shall not assume nor be liable for any debt, obligation or 
liability of Seller of any kind or nature whatsoever, including, but not limited
to: any tax; any debt; any liability for employment policies, benefits or 
practices; any liability with respect to any deposits not fully and accurately 
reflected on Schedule 2.6; any liability or obligation with respect to the 
             ------------
Deposits, except the obligation to pay the principal amount of each Deposit plus
accrued interest thereon, to the extent such sums are included and reflected in 
final Schedule 2.6; any liability or obligation in any way arising out of any of
      ------------
the Assets or Liabilities prior to the close of business on the Closing Date; 
any liability or obligation in any way arising out of any threatened or pending 
litigation; or any liability with respect to any personal injury or property 
damage claims.

     1.4  Purchase Price.
          ---------------

          (a)  Definitions:

               (i)  "Cash on Hand" means all cash on hand at the Branches as 
of the close of business on the Closing Date, including vault cash, ATM cash, 
petty cash, tellers' cash and prepaid postage readily useable by Home Savings. 
At the Closing, Seller shall deliver to Home Savings a schedule ("Schedule 
                                                                   --------
1.4") indicating the amount and location of the Cash on Hand as of the close of
- - ----
business on the day preceding the Closing Date.

               (ii)  "Core Deposits" means the aggregate amount of the 
Deposits associated with the Branches as of the close of business on the closing
Date, including accrued and unpaid interest thereon through the close of 
business on the Closing Date, but excluding: (A) wholesaled deposits, brokered 
deposit accounts placed through a brokerage firm, money desk, deposit broker or
any similar means, including, among others, a deposit broker as defined in 
Section 29(f)(1) of the Federal Deposit Insurance Act, as amended (the 
"FDIA"), and any related implementing regulations; (B) deposit accounts owned 
by any direct or indirect parent or subsidiary of Seller or owned by any 
employee, officer or director of Seller (or of any direct or indirect parent or 
subsidiary of Seller) not hired by Home Savings effective upon the closing; (C) 
the portions of deposit

                                      -2-

accounts that secure Account Loans; and (D) deposit accounts with balances, 
including accrued and unpaid interest thereon, equal to or greater than 
$100,000.

               (iii)  "Deposit Premium" means an amount equal to 2.25% of the 
aggregate amount of the Core Deposits. The Deposit Premium includes an amount in
consideration of the Covenant Not to Compete described in Section 5.10. The 
remainder of the Deposit Premium is paid to Seller as the reasonable value of 
the Core Deposits and in partial consideration of the fair market value of the 
Personal Property and the leasehold interests subject to the Branch Leases.

               (iv)   "Net Book Value" means the net book value as determined 
in accordance with generally accepted accounting principles applied on a 
consistent basis and as reflected in the books and records relied upon by Seller
in the preparation of its audited financial statements.

          (b)  The purchase price of the Assets and the Deposits (the "Purchase
Price"), which shall be offset at the Closing (as defined in Section 10.1) 
against the amount owed to Home Savings by Seller pursuant to the terms of 
Section 1.5 as consideration for the assumption by Home Savings of the 
Liabilities, will be an amount equal to the sum of the following:

               (i)    The Net Book Value of each item of Personal Property 
determined as of the close of business on the Closing Date;

               (ii)   The aggregate principal amount of the Account Loans and 
the Transaction Account Loans, plus accrued and unpaid interest thereon, as of 
the close of business on the Closing Date;

               (iii)  The aggregate amount of the Cash on Hand; and

               (iv)   The Deposit Premium.

     1.5  Consideration for Assumption of Liabilities. As consideration for the
          -------------------------------------------
assumption of the Liabilities, Seller shall pay to Home Savings at the Closing 
one hundred percent (100%) of the aggregate amount of the Deposits as of the 
close of business on the Closing Date, including accrued and unpaid interest 
thereon as of the close of business on the Closing Date, as provided in 
Section 10.2.

                                      -3-

 
                                   ARTICLE 2

                   REPRESENTATIONS AND WARRANTIES OF SELLER
                   ----------------------------------------
  
    Seller represents, warrants and agrees as follows:

    2.1   Organization and Related Matters. Seller is a federally chartered 
          --------------------------------
stock savings bank duly organized, validly existing, and in good standing under 
the laws of the United States, and it has the requisite corporate power and 
authority to execute, deliver and perform this Agreement. Seller is duly 
authorized to conduct a savings and loan business, is a member in good standing 
of the Federal Home Loan Bank of San Francisco, and is duly authorized to 
operate each of the Branches.

     2.2  Authorization. The execution, delivery and performance of this
          ------------- 
Agreement and the consummation of the transactions contemplated hereby by Seller
have been duly and validly authorized and approved by all requisite corporate 
action. In that connection, this Agreement and the terms and provisions hereof 
have been specifically approved by the Board of Directors of Seller and such 
approval is reflected in the minutes of the meetings of such Board of Directors.
Seller shall continuously maintain all components of this written agreement as 
official records of Seller or any successor thereto. This Agreement is a valid 
and binding obligation of Seller, enforceable in accordance with its terms.

     2.3  No Breaches of Statute or Contract; Required Consents. The execution
          -----------------------------------------------------
and delivery of this Agreement and the consummation of the transactions 
contemplated hereby will not (a) conflict with any of the provisions of the 
charter, bylaws or other governing instruments of Seller; (b) violate any 
applicable laws, orders or regulations; (c) conflict with or result in a breach 
of any judgment, order, decree or ruling to which Seller is a party, or by which
it or any of its property is bound, or any injunction of any court or 
governmental authority to which it or any of its property is subject, or any 
material agreement to which it is a party or by which any of its property is 
affected; or (d) require the affirmative consent or approval of any governmental
or nongovernmental third party (other than as expressly contemplated in this
Agreement).

    2.4   Consents. Other than the approval of the Office of Thrift Supervision 
          --------
(the "OTS"), and the Federal Reserve Bank of San Francisco (the "Fed"), as well 
as any applicable approval of the Federal Deposit Insurance Corporation (the 
"FDIC"), and subject to the expiration of any applicable waiting period, no 
consent, approval or authorization of any federal or state governmental 
authority or agency is required for the execution, delivery and performance by 
Seller of this Agreement and the consummation by it of the transactions 
contemplated hereby.

                                      -4-

     2.5  Litigation and Related Matters. There are no actions, suits, claims, 
          ------------------------------
proceedings or investigations pending, or, to its best knowledge, threatened 
against Seller that might impair the consummation of the transactions 
contemplated hereby or that affect any of the Assets or Liabilities being 
transferred to Home Savings pursuant to the terms hereof. Seller is not aware of
any facts that would reasonably afford a basis for any such action, suit, 
proceeding, claim or investigation.

     2.6  Deposits. Provided herewith as Schedule 2.6 is a true and accurate 
          --------                       ------------
schedule of all deposit accounts domiciled at each of the Branches, prepared as 
of a date within five (5) business days prior to the date of this Agreement, 
listing by Branch and by category the amount of all deposits and the interest 
rates and maturity dates associated with such deposits, indicating the deposits 
that constitute Core Deposits; provided, however, that with respect to 
                -------------
retirement deposits, only the cash portion of the IRA and qualified plan 
accounts (Keogh, profit-sharing or money purchase accounts) shall be included in
such Schedule 2.6 and constitute part of the deposits to be assumed, and 
     ------------
provided further (i) accounts linked to a securities account; (ii) defined 
benefit retirement accounts for which Seller acts as trustee; (iii) loan 
collection trust accounts; (iv) accounts which are subject to escheat as of the 
Closing Date; (v) deposit accounts owned by municipalities or other public or
governmental entities; and (vi) any IRA and qualified plan account which is part
of a plan which also has accounts at branches of Seller other than the Branches,
shall not be included in such Schedule 2.6 and shall not be a part of the 
                              ------------
deposits to be transferred pursuant to this Agreement. All of the rates of 
interest for the deposits as shown on Schedule 2.6 are correct and accurate and 
                                      ------------
reflect the actual rate of interest or other consideration required to be paid
on each such deposit account. Included as a part of Schedule 2.6 for each
                                                    ------------
category of deposit account domiciled at each of the Branches is a true copy of
the form of all contracts, agreements, and other documents governing or
specifying the terms of the deposit relationship between Seller and the holders
of such deposit accounts ("Depositor Agreements"). Seller is not obligated under
any contract, agreement, or other document governing or specifying the terms of
the deposit relationship between Seller and any holder of a deposit account
domiciled at any of the Branches, except for such contracts, agreements, and
other documents that do not vary in any material respect from the forms of
Depositor Agreements disclosed in Schedule 2.6. Seller has current
                                  ------------
certifications of nonresident alien status, as required by Sections 35a.9999-1
through 35a.9999-5 of the regulations promulgated under the Internal Revenue
Code of 1986, as amended (the "IRC"), for the deposits domiciled at the Branches
that are classified as nonresident alien accounts, and will deliver all such
certifications to Home Savings at the Closing.

                                      -5-

     2.7  Personal Property. Provided herewith as Schedule 2.7 is a true and 
          -----------------                       ------------
accurate schedule of all furniture, fixtures, equipment, alarm systems, 
supplies, leasehold improvements and other tangible personal property owned or 
leased by Seller and located at the Transfer Branches (as defined below) and the
Option Branch (as defined below) and including safe deposit boxes located at all
of the Branches (but excluding signs, posters, stationery, forms and other items
that specifically identify Seller by name or logo and all other items of value 
only to Seller), which schedule specifies the original cost and Net Book Value 
of each such item, computed as of the month end immediately prior to the date of
execution of this Agreement, and describes any security interests therein or
other lien thereon. "Transfer Branch" means, subject to the provisions of
Section 4.6, the Fairfax Branch and the Rancho Park Branch, and the Option
Branch, if the Option Branch is designated as a Transfer Branch pursuant to
Section 4.7. "Option Branch" means, subject to the provisions of Section 4.7,
the Agoura Hills Branch. All Personal Property which is not excluded by Home
Savings pursuant to Section 4.3 shall be transferred in "as is" condition as of
the Closing without warranty as to the condition or fitness for use thereof.

     2.8  Account Loans and Transaction Account Loans. Provided herewith as 
          -------------------------------------------
Schedule 2.8 is a true and accurate schedule of (a) all savings account loans 
- - ------------
including accrued and unpaid interest thereon ("account loans"), that are 
secured solely and fully by the deposits set forth on Schedule 2.6 (excluding 
                                                      ------------
any savings account loans that are also secured by deposit accounts domiciled 
at any branch office of Seller that is not one of the Branches), and (b) all 
NOW, checking and other transaction account lines of credit, including accrued 
and unpaid interest thereon ("transaction account loans") associated with any of
the deposits set forth on Schedule 2.6 (excluding those transaction account 
                          ------------
loans that are expired or that are not linked to an open transaction account or 
that exceed the assigned credit limit), computed as of a date within five (5) 
business days prior to the date of this Agreement. The unpaid principal 
balances, rates of interest and principal terms of the account loans and 
transaction account loans are set forth on Schedule 2.8. Included as a part of 
                                           ------------
Schedule 2.8 for each category of account loan and transaction account loan is a
- - ------------
true copy of the form of all contracts, agreements, and other documents 
governing or specifying the terms of the borrowing relationship between Seller
and the borrowers under such loans ("Loan Agreements"). Seller has not entered
into any contract, agreement, or other document governing or specifying the
terms of the borrowing relationship between Seller and any borrower under an
account loan or transaction account loan, except for such contracts, agreements,
and other documents that do not vary in any material respect from the forms of
Loan Agreements disclosed in Schedule 2.8. Each account loan and transaction
                             ------------
account loan is the valid and binding obligation of the maker thereof,
enforceable in accordance with its terms.

                                      -6-

Seller owns each account loan and transaction account loan free and clear of all
liens, claims and encumbrances. The account loans and transaction account loans 
and the origination and administration of such loans comply with all applicable 
federal and state laws and regulations, including, but not limited to, 
Regulation E, Regulation B, usury laws and Truth in Lending Laws.

     2.9  Contracts. Provided herewith as Schedule 2.9 is a true and accurate 
          ---------                       ------------ 
schedule of all contracts of any kind relating to the Safe Deposit Business and 
the operation and the business of the Transfer Branches and the Option Branch, 
and including, among other things, safe deposit box contracts, maintenance 
contracts, governmental licenses and permits, service contracts, note collection
agreements, messenger contracts and personal property leases, which schedule 
indicates whether the consent of a third party is required in order for such 
contract to be assigned to Home Savings. Seller has performed in all material 
respects all of its obligations under each of the contracts set forth on 
Schedule 2.9  to the extent such obligations to perform have accrued.
- - ------------

     2.10 Branch Leases. Provided herewith as Schedule 2.10 is a true and 
          -------------                       -------------
accurate schedule of each and every lease or sublease, as amended to date, along
with a true and accurate copy thereof, utilized by Seller in connection with the
operation of the Transfer Branches and the Option Branch, including all leases 
under which Seller is the lessee or sublessee or the lessor or sublessor 
(collectively, the "Branch Leases"), and a list indicating whether the consent
of a third party is required in order for any such lease or sublease to be 
assigned to Home Savings. Each branch lease and sublease set forth on
Schedule 2.10 is valid and in full force and effect. Seller is not (and to the 
- - -------------
best knowledge of Seller no other party is) in breach or violation of, or 
default under, and there is no valid basis for a claim of breach or violation 
of, or default under, and no event has occurred that constitutes or, with the 
lapse of time or the giving of notice or both, would constitute a breach, 
violation or default by Seller under any such lease or sublease. Seller has the 
right to quiet enjoyment under each of the leases under which it is a lessee or 
sublessee. Each such leasehold estate either (a) is, or will be prior to the 
Closing Date, and will remain either superior to or free of all deeds of trust, 
mortgages or other debt encumbrances that could extinguish or otherwise 
materially and adversely affect Seller's leasehold estate in the event of 
foreclosure of such deed of trust, mortgage or other debt encumbrance, or (b) 
is, or will be prior to the Closing Date, and will remain subject to a valid, 
recorded nondisturbance and attornment agreement with the holder of such deed of
trust, mortgage or other debt encumbrance that will inure to the benefit of Home
Savings, true and complete copies of which agreements are, or will be upon 
recordation, provided herewith as part of Schedule 2.10. A memorandum of each 
                                          -------------
Branch Lease to which Seller

                                      -7-

 
is a lessee or sublessee will be recorded in the appropriate governmental office
no later than thirty (30) days prior to the Closing Date.

     2.11  Real Property.  Except as described on Schedule 2.11, no person or 
           -------------                          -------------
entity, other than Seller, has any right, title or interest in the real 
property fee interests associated with the Woodland Hills Branch. Except as 
described on Schedule 2.11 or included as part of Schedule 2.10, there are no 
             -------------                        -------------
leases, subleases, occupancies, tenancies, options to purchase or rights of 
first refusal pertaining to the real property fee interests associated with the 
Woodland Hills Branch.

     2.12  Title to Assets.  Seller is the lawful owner of, and has good and 
           ---------------
marketable title to, the Assets free and clear of all liens, claims, 
encumbrances and rights of others, except as disclosed on Schedule 2.12. 
                                                          -------------
Delivery to Home Savings of the instruments of transfer of ownership 
contemplated by this Agreement will vest good and marketable title to the Assets
in Home Savings, free and clear of all liens, claims, encumbrances, and rights 
of others, except as disclosed on Schedule 2.12.
                                  -------------

     2.13  Compliance with Laws and Regulations.  Seller has conducted and is 
           ------------------------------------
conducting its business at each of the Branches in accordance with all federal 
and state laws and regulations, including, without limitation, all regulations, 
orders and opinions of the OTS, the Fed and the FDIC, except where the failure 
to so comply would not have a material adverse effect on the value of any of the
Assets or Liabilities. The Branches, their operation and existence, the deposits
domiciled at the Branches, the account loans, the transaction account loans and 
the administration thereof are in compliance with all applicable laws, orders, 
and regulations (including all applicable Internal Revenue Service (the "IRS") 
information reporting, backup withholding and customer certification 
regulations). The deposits domiciled at the Branches are insured by the FDIC up 
to the current applicable maximum limits, and no action is pending or, to 
Seller's best knowledge, threatened by the FDIC with respect to the termination 
of such insurance.

     2.14  Information for Regulatory Approvals.  The information furnished or 
           ------------------------------------
to be furnished by Seller in any regulatory application filed by either Home 
Savings or Seller pursuant to Section 6.1 will be true and complete as of the 
date so furnished. Seller shall indemnify Home Savings for any Losses (as 
defined in Section 13.1) incurred by Home Savings as a result of any 
misrepresentations or omissions of material facts by Seller with respect to any 
such written information furnished by Seller. There are no facts known to Seller
not disclosed in writing to Home Savings that could have an adverse effect on 
the ability of Seller to obtain all requisite regulatory consents or to perform 
its obligations under this Agreement.

                                      -8-

     2.15 Governmental Notices. Seller has received no notice from any federal, 
          --------------------
state, or other governmental agency indicating that such agency would oppose or 
not grant or issue its consent or approval, if requested, with respect to the 
transactions contemplated hereby and has no knowledge of any facts that it 
believes would reasonably afford a basis for any such opposition or failure to 
grant or issue consent or approval.

     2.16 Condition of the Branches. To the best knowledge of Seller, the real 
          -------------------------
property improvements at the Transfer Branches and at the Option Branch 
(including the roof and other structural components and the electrical, 
plumbing, HVAC and other equipment and systems incorporated into such 
improvements) and the current use and operation thereof are in compliance with 
and authorized by applicable zoning and other land use regulations, including, 
without limitation, building, fire, health and safety codes and all private 
covenants, restrictions and easements. The real property improvements at the 
Transfer Branches and at the Option Branch (including the roof and other 
structural components and the electrical, plumbing, HVAC and other equipment and
systems incorporated into such improvements) are structurally sound with no 
known material defects and are in all respects in good operating condition and 
repair and are adequate for the uses to which they are being put; and none of 
such improvements is (or is likely to be in the immediate future) in need of 
maintenance or repairs, except for ordinary, routine maintenance and repairs 
that are not material in nature or cost. To the best knowledge of Seller, there 
are no facts or circumstances existing or threatened that could have a material 
adverse effect on the present or future use of the Transfer Branches or the 
Option Branch or any related improvements as savings and loan branch offices. 
Seller has neither received notice nor has knowledge that any governmental 
authority or any employee or agent thereof considers the real property or 
improvements at the Transfer Branches or the Option Branch to violate or to 
have violated any fire, zoning, health, building, hazardous waste or 
environmental code, ordinance, statute, regulation or order of any government or
any agency, body or subdivision thereof, and, to the best knowledge of Seller, 
no such violations exist. Except for this Agreement and as reflected in the 
Schedules hereto, Seller is not a party to any agreement relating to any 
Transfer Branch or to the Option Branch.

     2.17 Signage. The exterior signs used by Seller at the Transfer Branches 
          -------
and at the Option Branch comply with all applicable local ordinances and are 
permissible under the terms of all leases and/or subleases, if any, governing 
Seller's use of such Branches.

     2.18 Taxes. All payroll, withholding, property, excise, sales, use, 
          -----
transfer, and any other taxes imposed by the United States or by any state, 
municipality, subdivision or

                                      -9-

instrumentality of the United States or by any other taxing authority relating 
to any of the Branches that are due and payable by Seller prior to the Closing 
have been paid in full, or will be paid in accordance with applicable law prior 
to the Closing.

     2.19 Hazardous Substances. Except as disclosed on Schedule 2.19 hereto, to 
          --------------------                         -------------
the best knowledge of Seller, the real property and improvements comprising the 
Transfer Branches and the Option Branch, including all subsurface soils and 
ground water, are free of contamination from any substance or material 
("Hazardous Substances") presently known to be toxic or hazardous, including, 
without limitation, any radioactive substance, methane, volatile hydrocarbons, 
industrial solvents, any hazardous substances as defined by applicable federal, 
state, county, city or other law or by the courts of the jurisdiction in which 
each such Branch is located, or any other material or substance that, based on 
present knowledge, could presently or at any time in the future cause a 
detriment to or impair the beneficial use or occupancy of the Branch by Home 
Savings or cause a health, safety or other environmental hazard to any occupant 
or user thereof, including, among others, any contractors, subcontractors or 
workmen performing remodeling, renovation, redevelopment or other alteration 
work on or to the Branch. To the best knowledge of Seller, no construction 
material used in any Transfer Branch or Option Branch contains asbestos or any 
other substance or material presently known to be toxic or hazardous. To the 
best knowledge of Seller, no Transfer Branch or in the Option Branch contains 
any underground storage or treatment tanks, active or abandoned water, gas or
oil wells or any other underground improvements or structures of any kind, other
than the foundations, footings or other supports for the building and
improvements located thereon.

     2.20 Condemnation. Seller has no notice of any pending or threatened 
          ------------
proceeding in eminent domain or otherwise, that would affect any of the Transfer
Branches or the Option Branches, or any portion thereof, nor does Seller know of
any facts that might give rise to such action or proceeding. Seller has no 
knowledge of any existing, proposed or contemplated plan to widen, modify, 
realign or change the direction of traffic of any street or highway contiguous 
to any of the Transfer Branches or the Option Branches. To the best knowledge of
Seller, there are no intended public improvements that will result in any charge
being levied or assessed against, or in the creation of any lien upon, any of 
the Transfer Branches or the Option Branches.

     2.21 FIRPTA. Seller is not a "foreign person" within the meaning of 
          ------
Internal Revenue Code Section 1445.

     2.22 Plans and Specifications. Seller has previously delivered to Home 
          ------------------------
Savings the final plans and specifications for 

                                     -10-

the improvements it has constructed or otherwise allowed at the Transfer 
Branches and at the Option Branch, and all change orders, supplements or 
revisions thereto, together with true and correct copies of all "as built" 
drawings for such improvements. To the best knowledge of Seller, such 
improvements have been constructed in substantial compliance with the final 
plans and specifications delivered to Home Savings and in conformity with all 
applicable state, county and municipal laws, ordinances and regulations.

     2.23 No Broker's or Finder's Fees. No agent, broker, investment banker, 
          ----------------------------
person, firm or other entity acting on behalf of or under authority of Seller or
any of its affiliates, is or will be entitled to any broker's or finder's fee or
any commission, financial advisory fee or similar fee directly or indirectly in 
connection with any of the transactions contemplated by this Agreement. Seller 
shall be solely liable for the payment of any such fee, and shall indemnify Home
Savings with respect to such fees pursuant to Article 13 of this Agreement.

     2.24 Community Reinvestment Act. Seller is in compliance with the Community
          --------------------------  
Reinvestment Act and its implementing regulations, and there are no threatened 
or pending actions, proceedings or allegations by any person or regulatory 
agency which may cause the OTS, the Fed, the FDIC or any other applicable 
regulatory agency or authority to deny any application required to be filed 
pursuant to Section 6.1. In addition, Seller has not been advised of any 
supervisory concerns regarding its compliance with the Community Reinvestment 
Act.

     2.25 Safe Deposit Business. Provided herewith as Schedule 2.25 is a true 
          ---------------------                       ------------- 
and accurate schedule of all customers of the Safe Deposit Business as of the 
month-end immediately preceding the date hereof. All customers of the Safe 
Deposit Business have paid their rent obligations as such obligations relate to 
the Safe Deposit Business, and Seller is aware of no facts or circumstances 
relating to any claims against the Safe Deposit Business.

     2.26 Agreements Relating to Employees. There is no labor contract, 
          --------------------------------
collective bargaining agreement, or employment agreement, express or implied, 
with respect to any employee of Seller located at any of the Branches as of the 
date of this Agreement, nor are there any employee policies or plans of Seller, 
whether written or oral, which would prevent the termination without liability 
(except for unemployment compensation) by Seller of any employee located at any 
of the Branches. There is no pending or, to Seller's best knowledge, threatened 
strike or work stoppage by employees located at any of the Branches nor, to 
Seller's best knowledge, is there any action

                                     -11-

 
by anyone seeking to become the bargaining unit for any group of any employees 
located at any of the Branches.

                                   ARTICLE 3

                REPRESENTATIONS AND WARRANTIES OF HOME SAVINGS
                ----------------------------------------------

     Home Savings represents, warrants and agrees as follows:

     3.1  Organization and Related Matters; Compliance with Laws and 
          ----------------------------------------------------------
Regulations.  Home Savings is a federally chartered stock savings bank, duly 
- - -----------
organized, validly existing, and in good standing under the laws of the United 
States, and it has the requisite corporate power and authority to execute, 
deliver and perform this Agreement. Home Savings is duly authorized to conduct a
savings and loan business and is a member in good standing of the Federal Home 
Loan Bank of San Francisco. Home Savings has conducted and is conducting its 
business in accordance with all federal and state laws and regulations, 
including, without limitation, all regulations, orders and opinions of the OTS 
and the FDIC.

     3.2  Authorization.  The execution, delivery and performance of this 
          -------------
Agreement and the consummation of the transactions contemplated hereby by Home 
Savings have been duly and validly authorized and approved by all requisite 
corporate action. In that connection, this Agreement and the terms and 
provisions hereof have been approved by an officer of Home Savings who was
duly authorized by the Board of Directors to enter into such types of 
transactions and such authorization is reflected in the minutes of the Board of 
Directors' meetings. Home Savings shall continuously maintain all components of 
this written agreement as official records of Home Savings or any successor 
thereto. This Agreement is a valid and binding obligation of Home Savings, 
enforceable in accordance with its terms.

     3.3  No Breaches of Statute or Contract; Required Consents.  The execution 
          -----------------------------------------------------
and delivery of this Agreement and the consummation of the transactions 
contemplated hereby will not (a) conflict with any of the provisions of the 
charter, bylaws or other governing instruments of Home Savings; (b) violate any 
applicable laws or regulations; (c) conflict with or result in a breach of any 
judgment, order, decree or ruling to which Home Savings is a party, or by which 
it or any of its property it bound, or any injunction of any court or 
governmental authority to which it or any of its property is subject, or any
material agreement to which it is a party or by which any of its property is
affected; or (d) require the affirmative consent or approval of any governmental
or nongovernmental third party (other than as expressly contemplated in this
Agreement).

                                     -12-

     3.4  Consents.  Other than the approval of the OTS and any applicable 
          --------
approval of the FDIC, and subject to the expiration of any applicable waiting 
period, no consent, approval or authorization of any federal or state 
governmental authority or agency is required for the execution, delivery and 
performance by Home Savings of this Agreement and the consummation by it of any 
transactions contemplated herein.

     3.5  Litigation and Related Matters. There are no actions, suits, claims, 
          ------------------------------
proceedings or investigations pending, or, to its best knowledge, threatened 
against Home Savings that might impair the consummation of the transactions 
contemplated hereby. Home Savings is not aware of any facts that would 
reasonably afford a basis for any such action, suit, proceeding, claim or 
investigation.

     3.6  Information for Regulatory Approvals. The information furnished or to 
          ------------------------------------
be furnished by Home Savings in any regulatory application filed by either Home 
Savings or Seller pursuant to Section 6.1 will be true and complete as of the 
date so furnished. Home Savings shall indemnify Seller for any Losses (as 
defined in Section 13.1) incurred by Seller as a result of any 
misrepresentations or omissions of material facts by Home Savings with respect 
to any such written information furnished by Home Savings. There are no facts 
known to Home Savings not disclosed in writing to Seller that could have an 
adverse effect on the ability of Home Savings to obtain all requisite regulatory
consents or to perform its obligations under this Agreement.

     3.7  No Broker's or Finder's Fees. No agent, broker, investment banker, 
          ----------------------------
person or firm acting on behalf of or under authority of Home Savings or any of 
its affiliates is or will be entitled to any broker's or finder's fee or any 
other commission, financial advisory fee or similar fee directly or indirectly 
in connection with any of the transactions contemplated by this Agreement, other
than Nehls & Associates. Home Savings shall be solely liable for the payment of 
any such fee to Nehls & Associates and shall indemnify Seller with respect to 
such fee pursuant to Article 13 of this Agreement.

     3.8  Governmental Notices. Home Savings has received no notice from any 
          --------------------
federal, state, or other governmental agency indicating that such agency would 
oppose or not grant or issue its consent or approval, if requested, with respect
to the transactions contemplated hereby and has no knowledge of any facts that 
it believes would reasonably afford a basis for any such opposition or failure 
to grant or issue consent or approval.

     3.9  Community Reinvestment Act.  Home Savings is in compliance with the 
          --------------------------
Community Reinvestment Act and its implementing regulations, and there are no 
threatened or pending actions, proceedings or allegations by any person or 
regulatory

                                     -13-

agency which may cause the OTS, the FDIC or any other applicable regulatory 
agency to deny any application required to be filed pursuant to Section 6.1.  In
addition, Home Savings has not been advised of any supervisory concerns 
regarding its compliance with the Community Reinvestment Act.

                                   ARTICLE 4

                                 DUE DILIGENCE
                                 -------------

     4.1  General.  For a period of sixty (60) days following the date of this 
          -------
Agreement, Home Savings may inspect the Branches, the Assets and the Liabilities
at such times as are reasonably acceptable to Seller.  In furtherance and not in
limitation of the foregoing, Home Savings shall be afforded such access to the 
Transfer Branches as is reasonably necessary in Home Savings' judgment for 
purposes of environmental and hazardous substance inspection and evaluation and 
to undertake such other studies and investigations as Home Savings shall deem 
necessary or appropriate.  Home Savings shall provide notice to Seller of any 
defects or problems with the Branches, the Assets or the Liabilities, which, in 
Home Savings' reasonable judgment, alone or in the aggregate, (i) relate to the 
structural soundness or environmental condition of any of the Transfer Branches 
(including, without limitation, arising from Home Savings' judgment that such 
Transfer Branch is in any way contaminated by toxic or hazardous substances, 
including, without limitation, asbestos, or that an underground storage tank or 
similar structure of any kind is located on the premises of any such Transfer 
Branch) or the compliance at any of the Transfer Branches with applicable
zoning, building, fire, health and safety, environmental, or hazardous substance
laws, codes, ordinances, and regulations, or (ii) would have an adverse effect 
                                                  -----
on the present or future use of any of the Transfer Branches or the business of 
such Transfer Branch or the value of the Assets or the Liabilities.  Seller 
shall promptly remedy any such defect or problem or propose to Home Savings a 
remedy or other resolution.  The failure to remedy or resolve any such defect or
problem to Home Savings' satisfaction shall give Home Savings the right to 
exclude from Schedule 2.10 any lease associated with the affected Branch, and 
                               -----
such affected Branch shall be deemed an Excluded Branch in accordance with the 
provisions of Section 4.6(d) hereof.

     4.2  Deposits.  Home Savings shall have the right to inspect the deposits 
          --------
identified on Schedule 2.6 and may by notice to Seller exclude from Section 2.6 
              ------------                                          -----------
any deposit accounts it is unwilling to assume for legal reasons.  Home Savings 
                        ----------------------------------------
shall notify Seller of any of Seller's deposit products or deposit agreements 
Home Savings cannot service or support after the Closing Date.  The parties 
agree that they will send a notice to holders of such

                                     -14-

 
accounts offering the option to either accept a new deposit product or deposit 
agreement with Home Savings or to continue their deposit relationship with 
Seller. If an account holder does not respond to the notice or elects to have 
their account remain with Seller, such deposits shall be excluded from Schedule 
                                                                       --------
2.6 and shall not be transferred pursuant to this Agreement. Within twenty-one 
- - ---
(21) days, but no less than fourteen (14) days, prior to the Closing Date, 
Seller will provide Home Savings with a list of all deposits domiciled at the 
Branches that are subject to any encumbrances, or any legal restraint or any 
other legal process, other than encumbrances related to account loans or 
transaction account loans. Within five (5) days of the Closing Date, Home 
Savings will notify Seller of any such deposits that Home Savings has determined
to exclude from the deposits to be transferred pursuant to this Agreement. In 
the event that there has been a decline in excess of fifteen percent (15%) of 
the aggregate amount of the deposits domiciled at any Branch from the date of 
this Agreement, then Home Savings at its sole option shall have the right to 
decline to assume or purchase any of the deposits and other Assets and 
Liabilities associated with such Branch. An updated Schedule 2.6 reflecting all 
                                                    ------------
such exclusions and the balances of the remaining deposit accounts domiciled at 
the Branches (collectively referred to herein as the "Deposits"), including 
accrued and unpaid interest thereon, as of the close of business on a day no 
earlier than five (5) business days prior to the Closing Date and indicating the
deposits that constitute Core Deposits, shall be delivered by Seller to Home 
Savings at the Closing. Seller shall provide Home Savings with a list of 
Deposits subject to encumbrances, legal restraint or legal process, other than 
encumbrances constituting security for related account loans or transaction 
account loans to be transferred to Home Savings at the Closing, on the final 
Schedule 2.6 delivered pursuant to Section 10.5, and Home Savings shall have the
- - ------------
right to exclude, upon notice to Seller, any such encumbered deposits from the 
final Schedule 2.6.
      ------------

     4.3  Personal Property. Home Savings shall have the right to inspect the 
          -----------------
personal property identified on Schedule 2.7 and may by notice to Seller exclude
                                ------------
from Schedule 2.7: (a) items that are missing, malfunctioning or in a 
     ------------                     
significantly deteriorated condition; (b) signs, posters, stationery, forms and 
other items that specifically identify Seller by name or logo; (c) telephone, 
ATM and computer equipment that Home Savings determines it cannot readily 
utilize; and (d) items that are subject to any lien, claim or encumbrance as of 
the Closing. An updated Schedule 2.7 listing all of the items of personal 
                        ------------
property remaining after any such exclusions, and after the exclusion of any 
items located at the Option Branch if the Option Branch is not designated a 
Transfer Branch (collectively, such items are referred to herein as the 
"Personal Property"), and listing, among other things, the Net Book Value of 
each item calculated as of the close of business on the month end preceding

                                     -15-

the Closing Date, shall be delivered by Seller to Home Savings at the Closing.

     4.4  Account Loans and Transaction Account Loans. Home Savings shall have 
          -------------------------------------------
the right to review the account loans and the transaction account loans 
identified on Schedule 2.8 and may by notice to Seller exclude from Schedule 2.8
              ------------                                          ------------
(a) any loan that is not current or is thirty (30) or more days delinquent, (b) 
any loan that was not underwritten based upon standards comparable to those 
employed by Home Savings in its underwriting of similar loans, and (c) any 
account loan that is not secured solely and fully by deposits domiciled at the 
Branches. An updated Schedule 2.8 listing all of the account loans and 
                     ------------
transaction account loans remaining after any exclusions by Home Savings 
(collectively referred to herein as the "Account Loans" and the "Transaction 
Account Loans," respectively) and reflecting the balance of the Account Loans 
and Transaction Account Loans, including accrued and unpaid interest thereon, as
of the close of business on a day no more than five (5) business days prior to 
the Closing Date, and indicating the unpaid principal balances, rates of 
interest and principal terms of the Account Loans and Transaction Account Loans,
but excluding any account loan or transaction account loan that is thirty (30) 
or more days delinquent as of the close of business on the Closing Date, shall 
be delivered by Seller to Home Savings at the Closing.

     4.5  Contracts. Home Savings shall have the right to inspect the contracts 
          ---------
identified on Schedule 2.9 and may by notice to Seller exclude from Schedule 2.9
              ------------                                          ------------
any contract that (a) is not assignable by its terms (unless consent to its 
assignment to Home Savings is obtained by Seller at least fourteen (14) days 
prior to the Closing), (b) requires the consent of a third party in order for 
such contract to be assigned to Home Savings, if such consent has not been 
obtained at least fourteen (14) days prior to the Closing, (c) Home Savings 
determines is not for any reason necessary or desirable for the operation of the
Branches, or (d) contains other than market or usual rates, terms and conditions
or is of a duration unacceptable to Home Savings. An updated Schedule 2.9 
                                                             ------------
listing all of the contracts remaining after any such exclusions, and after the 
exclusion of any contracts related to the Option Branch, if the Option Branch is
not designated a Transfer Branch (collectively, such contracts are referred to 
herein as the "Assumed Contracts"), shall be delivered by Seller to Home Savings
at the Closing. Any contract not assumed by Home Savings shall be retained by 
Seller.

     4.6  Branch Leases; Real Property.
          ----------------------------

          (a)  Within fourteen (14) days from the date of this Agreement, 
Seller, at its expense, shall provide Home Savings with a preliminary title 
report issued by a nationally or regionally recognized title insurance company 
acceptable to Home

                                     -16-

Savings (the "Title Company"), with respect to the real property fee interests
and leasehold estates associated with the Transfer Branches, together with all 
documents or instruments referred to in such reports.

          (b) Home Savings shall be deemed to have approved the condition of
title to such real property fee interests and leasehold estates of the Transfer
Branches (including the Option Branch, if designated as a Transfer Branch
pursuant to Section 4.7) unless, within thirty (30) days of its receipt of a
complete title report with respect to a Branch, Home Savings shall have notified
Seller of any disapproved liens, encumbrances, easements, restrictions,
conditions, covenants, rights, rights-of-way or other matters affecting title to
such Branch, other than standard printed policy exceptions or liens for property
taxes not yet payable (collectively, the "Liens") that appear on the title
report. Seller shall have fourteen (14) days following receipt of such written
notice to notify Home Savings whether it will attempt to cause the removal of
such Liens, and shall have until thirty (30) days prior to the Closing Date to
cure or rectify any such Liens to the sole satisfaction of Home Savings. Home
Savings shall also have the right to approve any Lien that appears of record
subsequent to the date of the title reports and prior to the Closing, and shall
have ten (10) days from receipt of notice of such Lien within which to approve
or disapprove such Lien. Home Savings agrees to take all action reasonably
necessary to assist in the removal of such Liens and to cooperate with Seller in
negotiating reasonable accommodations with the holders of such Liens; provided,
                                                                      --------
however, that nothing herein shall be construed as requiring Home Savings to
make any type of financial concession or to offer any type of financial
inducement in connection therewith. If Seller fails to remedy any Lien objected
to by Home Savings, Home Savings may, at its option; (i) waive any such
disapproval, in which case Seller shall have no further liability to Home
Savings with respect to such title exception, and such Lien shall constitute a
Permitted Exception to the applicable Title Policy to be furnished pursuant to
section 10.3; or (ii) exclude from Schedule 2.10 the lease establishing the
                                   -------------
leasehold interest that is affected by the unacceptable Lien.

          (c) Home Savings, its agents and representatives, upon notice to 
Seller and at such times as are reasonably acceptable to Seller, shall have the 
right and license to enter upon and inspect the Transfer Branches and to review 
the leases identified on Schedule 2.10 and to contact the parties thereto. Home 
                         -------------
Savings may by written notice to Seller exclude from Schedule 2.10 any lease 
                                                     -------------
associated with any Transfer Branch, if Home Savings determines that such Branch
(i) is unacceptable on the basis of structural or environmental considerations, 
(ii) is threatened with condemnation, (iii) is the subject of legal proceedings 
commenced under the power of eminent domain, (iv) is

                                     -17-

subject to any zoning or other order, limitation or restriction imposed against 
the same that might have a material adverse impact upon the use of such Branch 
as a savings and loan branch office, or (v) is damaged or destroyed by fire, 
flood, earthquake or other casualty. Home Savings shall also have the right to 
exclude any lease with respect to which there is any claim of breach, violation 
or default by Seller thereunder, and any lease which requires consent to any 
transfer, as set forth on Schedule 2.10, if such consent is not obtained. An 
                          -------------
updated Schedule 2.10 listing all of the leases to be assumed by Home Savings 
        -------------
(collectively referred to herein as the "Branch Leases"), shall be delivered by 
Seller to Home Savings at the Closing. If Home Savings excludes any Transfer 
Branch pursuant to this Section 4.6(c), Seller shall have the right, but not 
the obligation, to cure such defects prior to the Closing Date. In the event 
such defects are cured in Home Savings' reasonable judgment, the exclusion of 
such Transfer Branch from this Agreement shall be withdrawn by Home Savings and 
such Transfer Branch shall be included in the acquisition by Home Savings. 
Notwithstanding the foregoing, Home Savings shall have the right to waive any 
such defects which Seller is unable or unwilling to cure and proceed to acquire 
any such Transfer Branch.

          (d)  If Home Savings excludes any lease associated with any 
Transfer Branch from Schedule 2.10, then each affected Transfer Branch shall be 
                     -------------
referred to herein as an "Excluded Branch" and shall not be considered a 
Transfer Branch for purposes of this Agreement. If following its designation as 
a Transfer Branch, the Agoura Hills Branch is designated as an Excluded Branch 
by Home Savings, Home Savings shall acquire only the Deposits, Account Loans, 
Transaction Account Loans, Records and Safe Deposit Business associated with 
such Excluded Branch. Notwithstanding any other provision of this Agreement, 
Home Savings shall have no obligation to assume or purchase any of the 
Liabilities or Assets associated with the Fairfax Branch or the Rancho Park 
Branch if either such Branch is designated an Excluded Branch; provided, 
                                                               --------
however, that in any such event Home Savings may at its option choose to acquire
only the Deposits, Account Loans, Transaction Account Loans, Records, and/or 
Safe Deposit Business associated with such Fairfax Branch or Rancho Park Branch,
as the case may be, on the terms and conditions hereunder, provided such option 
is exercised in writing at the time such Branch is designated an Excluded Branch
pursuant to the terms hereof.

    4.7   Option Branch.
          -------------

          (a)  For a period of thirty (30) days following the date of this 
Agreement, Home Savings shall have the option (the "Designation Option") through
written notice provided to Seller, to designate the Option Branch as a Transfer 
Branch. In the event no written notice is provided by Home Savings with respect

                                     -18-

to the Option Branch within the thirty-day period, or in the event Home Savings 
provides notice of its refusal to exercise the Designation Option with respect 
to the Option Branch, the Option Branch shall be treated solely as a Branch 
subject to the provisions of the Agreement, and shall not be deemed a Transfer 
Branch under the provisions of this Agreement.

          (b)  The due diligence rights provided in this Article 4 to Home 
Savings, the corresponding obligations of Seller with respect thereto regarding 
the Transfer Branches (including, without limitation, the obligation to provide 
title reports pursuant to Section 4.6), and the covenants of Seller set forth in
Article 5, shall apply equally with respect to the Option Branch during the 
thirty-day period following the date of this Agreement. Thereafter, the Option 
Branch shall be deemed to constitute a Transfer Branch only if designated as a 
Transfer Branch pursuant to the provisions of Section 4.7(a) of this Agreement. 
Home Savings shall have all due diligence rights with respect to the Option 
Branch following its designation as a Transfer Branch as Home Savings has with 
respect to each other Transfer Branch, including the ability to designate such 
Branch as an Excluded Branch pursuant to the provisions of Section 4.6.

                                   ARTICLE 5

                              COVENANTS OF SELLER
                              -------------------

     During the period from the date hereof to the Closing Date, Seller hereby 
covenants and agrees as follows:

     5.1  Access for Investigations and Conversion.  Seller shall provide Home 
          ----------------------------------------
Savings and its representatives and agents access, at all reasonable times, 
to the Branches and to all books, records, documents, instruments and files of 
Seller relating to the Assets, the Liabilities and the operations of the 
Branches, in order to permit Home Savings to complete the due diligence 
permitted by Article 4 and Section 6.4 of this Agreement, and for purposes of 
implementing the conversion of such assets and liabilities to assets and 
liabilities of Home Savings. Within thirty (30) days of the date of this 
Agreement, Seller shall provide Home Savings with a Phase I environmental report
and assessment, together with an asbestos survey, prepared by environmental 
consultants selected by Home Savings, with respect to each of the Transfer 
Branches and the Option Branch. The cost of such reports shall be borne equally 
by Seller and Home Savings. Home Savings shall have thirty (30) days following 
the receipt of such reports to exclude any branch pursuant to Section 4.6(c) in 
the event it is not satisfied with the contents of the related Phase I and 
asbestos reports, in which case such Branch shall be deemed an "Excluded Branch"
in accordance with the provisions of Section 4.6(d) of this Agreement.

                                     -19-

     5.2  Preservation of Business. Seller shall use its best efforts to 
          ------------------------
preserve substantially intact the business operations of the Branches, to keep 
available the services of the present officers and employees of the Branches and
to preserve the present relationships of Seller with all customers of the 
Branches and with all entities having significant business dealings with Seller 
through the Branches, and Seller shall notify Home Savings of any material 
changes in any of the Branches' personnel or customer relations.

     5.3  Operations in Ordinary Course.
          -----------------------------

          (a)  Seller shall not engage in any transaction related to any of the 
Branches, except in the ordinary course of business, and shall not take any 
action that would materially and adversely affect any of the Assets or the 
Liabilities to be acquired and assumed hereunder.

          (b)  Seller further covenants that it shall:

               (i)   at its expense maintain the Transfer Branches and all of 
the Personal Property in the same condition as on the date of this Agreement, 
reasonable wear and use excepted;

               (ii)  maintain its books of accounts and records with respect
to the Assets and Liabilities in the usual, regular and ordinary manner;

               (iii) duly maintain compliance with all laws, regulatory 
requirements and agreements to which it is subject or by which it is bound with 
respect to the Assets, the Liabilities and the Branches;

               (iv)  maintain insurance upon the Branches and, with respect to 
the conduct of its business at the Branches, in such amounts and of such kinds 
as have been maintained by it in the past;

               (v)   not acquire, add to, or dispose of any capital assets of or
for the Transfer Branches, except for immaterial amounts in the ordinary course 
of business;

               (vi)  not transfer to Seller's other offices any material amount 
of the Assets or Liabilities, except for (a) transfers as may occur in the 
ordinary course of business at the unsolicited request of customers, and (b) 
cash and other normal intrabank transfers that may be transferred in the 
ordinary course of business in accordance with normal banking practices;

               (vii) not increase or agree to increase the salary, remuneration,
or compensation of any employee located at any of the Transfer Branches;

                                     -20-

 
          (viii)  not increase the aggregate full-time equivalent size of its 
work force at any of the Transfer Branches above the level existing as of the 
date hereof, and shall not transfer to or from any of the Branches any employee;

          (ix)  not create or suffer to exist any new lien, claim or encumbrance
on any of the Assets or on the Transfer Branches; and

          (x)  not enter into any agreement, commitment, or understanding, 
whether written or otherwise, with respect to any of the foregoing.

     5.4  Operations at the Branches. Seller shall not amend or modify any of 
          --------------------------
its promotional, deposit account, account loan or transaction account loan 
practices at any of the Branches without Home Savings' prior written consent. 
Seller shall operate the Branches in a manner designed to maintain the several 
categories of the deposits domiciled at the Branches at the current levels as 
set forth in Schedule 2.6, and on the same terms and conditions as existed as of
             ------------
the date of this Agreement, including, among others, the rates of interest 
payable on such deposits, except for interest rate changes made in the ordinary 
course of business consistent with past practice that are implemented generally 
throughout all of Seller's branch offices. Without the express written consent 
of Home Savings, Seller shall not: (i) accept new or renew existing deposit 
accounts having balances of $100,000 or more within seven (7) days preceding the
Closing Date, unless substantially the same terms, conditions and interest rates
govern such accounts as apply to similar accounts at Home Savings at the time 
the account is established or renewed; or (ii) increase the aggregate amount of 
the deposits as shown in Schedule 2.6 by  more than ten percent (10%) of the 
                         ------------
balance thereof, including accrued but unpaid interest thereon. Seller shall 
underwrite and administer the account loans and the transaction account loans 
domiciled at the Branches in accordance with its past standards and practices 
and in accordance with applicable laws and regulations.

     5.5  Contracts. Seller shall not enter into any material contracts with 
          ---------
respect to any of the Transfer Branches, the Assets or the Liabilities without 
the prior consent of Home Savings. If any contract that is or should be 
identified on Schedule 2.9 expires prior to the Closing Date, Seller shall 
              ------------
consult with Home Savings regarding extension, renewal or replacement of such 
contract.

     5.6  Real Property and Branch Leases.
          -------------------------------

          (a)  Seller shall not: (i) amend, alter, renew, terminate, or exercise
any option to extend the term of, any lease identified on Schedule 2.10, or (ii)
                                                          -------------
sublease or lease any

                                     -21-

 
space at any of the Transfer Branches, without Home Savings' prior written 
consent in each case.

          (b)  Seller shall, within thirty (30) days after the date of this 
Agreement, notify all lessors, sublessors, lessees and sublessees under the 
Branch Leases with respect to which Seller is a lessee, sublessee, lessor or 
sublessor and all merchant associations or similar entities related to or 
affecting any of the Transfer Branches, of the anticipated assignment of the 
Branch Leases, and request that such parties cooperate with Seller and Home 
Savings with respect to the execution of any necessary consents, the execution 
of amendments to any Branch Lease as reasonably necessary, the replacement of 
signage, and all other matters necessary or desirable to facilitate such 
assignment and assumption.

          (c)  Seller shall request, within thirty-five (35) days after the date
of this Agreement with respect to each Transfer Branch, and shall use its best 
efforts to obtain and deliver to Home Savings, at least thirty (30) days prior 
to the Closing:

               (i)  an estoppel certificate, substantially in the form attached 
hereto as Exhibit C, with respect to each Branch Lease under which Seller is a 
          ---------
lessee or sublessee, and an estoppel certificate, substantially in the form 
attached hereto as Exhibit C-1, with respect to each Branch Lease under which 
                   -----------
Seller is a lessor or sublessor, provided that such certificates shall be dated 
not earlier than forty-five (45) days prior to the Closing Date;

               (ii)  a Consent to Assignment in the form attached hereto as 
Exhibit D, with respect to each Branch Lease that requires the consent of any 
- - ---------
lessor, lessee, beneficiary, mortgagee, lender or other third party; and

               (iii)  an unconditional commitment from the Title company to 
issue the Title Policy (as defined in Section 10.3(k)).

          (d)  Seller shall, in a timely manner that will allow Seller to 
deliver the Title Policies (or commitments) described in Section 10.3(k): (i) 
obtain and cause recordation of any and all memorandums of lease or other 
documents required by the Title Company to issue the Title Policies, and (ii) 
obtain and deliver to Home Savings and the Title Company an as-built survey of 
the real property and improvements comprising each of the Transfer Branches, 
certified by a licensed surveyor or civil engineer in accordance with the 
Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, showing 
no encroachments onto such Branch premises by improvements on any adjoining 
property, and no encroachments of the improvements comprising such Transfer 
Branch onto any adjoining property or public or private streets.

                                     -22-

          (e)  In the event Seller fails to deliver to Home Savings estoppel 
certificates, consents to assignments, and commitments to issue the Title Policy
as required under Section 5.6(c) at least thirty (30) days prior to the Closing,
then Home Savings at its sole option shall have the right to designate the 
Transfer Branch with respect to which such requirements have not been satisfied 
as an Excluded Branch pursuant to Section 4.6.

     5.7  Notice Regarding Ability to Perform.  Seller shall notify Home Savings
          -----------------------------------
in writing immediately upon Seller's receipt of notice from any regulatory 
authority, or Seller's receipt of information, indicating that Seller may not 
obtain all requisite regulatory consents within the time frame contemplated by 
this Agreement.

     5.8  Conditions to Closing; Consents.  Seller shall use its best efforts to
          -------------------------------
accomplish and/or satisfy by the Closing Date all of the conditions to the 
obligations of Home Savings hereunder within Seller's control. Seller shall use 
its best efforts to obtain all consents of third parties required to assign the 
Assumed Contracts, provided that Seller shall not be required to provide any 
financial accommodations to obtain such consents.

          In addition to the foregoing, Seller hereby covenants and agrees as 
follows, which covenants and agreements shall remain in effect subsequent to the
Closing Date:

     5.9  Furnishing Information; Further Assurances.  Seller shall provide all 
          ------------------------------------------
information, financial statements and documentation as Home Savings shall 
reasonably request in connection with the transactions contemplated by this 
Agreement.

     5.10 Covenant Not to Compete.
          -----------------------

          (a)  For a period of one (1) year commencing as of the Closing Date, 
neither Seller nor any entity directly or indirectly controlling, controlled by,
or under common control with Seller shall: (i) solicit deposits or establish, 
open, operate, purchase or acquire any temporary or permanent office, agency or 
branch of whatever nature for the acceptance of deposits including, without 
limitation, any temporary or permanent offices, agency offices or branches for 
which an application is pending before a regulatory agency prior to the date of 
this Agreement, within a two-mile radius of any of the Branches, with the 
exception of the Westwood Branch for which a one-mile radius shall be the 
applicable limitation (the "Seller Non-Compete Area"); (ii) use or rely upon, 
cause or permit any other entity to use or rely upon the name "Fidelity Federal 
Bank, FSB" or any variant thereof to solicit or accept deposits within a 
two-mile radius of any of the Branches, with the exception of the Westwood 
Branch for which a one-mile radius shall be the applicable limitation; or (iii) 
solicit in any manner deposits

                                     -23-

from the deposit account holders whose deposit accounts constitute Deposits, 
whether or not such deposit account holders are identified by reference to any 
of the Branches or by the use of general solicitation lists of potential or 
previous customers utilized by Seller. The foregoing covenants shall not apply 
(i) to any entity which acquires control of Seller as long as such entity does 
not operate branches under the name "Fidelity Federal Bank," or (ii) to the 
purchase, acquisition or operation by Seller of one or more offices or branches 
of a thrift institution or commercial bank within the Seller Non-Compete Area, 
if such office or branch is acquired by Seller (x) pursuant to a purchase by 
Seller of an entire institution or Sellers' merger with or acquisition by an 
entity with branches in the Seller Non-Compete Area, (y) from the Resolution 
Trust Corporation or such other entity which may perform the functions currently
performed by the Resolution Trust Corporation (acting in its corporate capacity 
or as conservator or receiver), or (z) in a transaction in which Seller assumes 
aggregate deposit liabilities of at least $500 million from a single financial 
institution and some or all of the deposits acquired thereby are domiciled in 
one or more offices or branches within the Seller Non-Compete Area. In the event
that Seller or its successor acquires an office or branch of a thrift 
institution or commercial bank within the Seller Non-Compete Area pursuant to 
clause (ii) of the preceding sentence, Seller hereby grants to Home Savings the 
exclusive right to acquire from Seller or its successor all, but no less than 
all, the deposit liabilities, real property, leasehold interests, and any and 
all other assets (not including loans other than account loans and transaction 
account loans) and liabilities directly attributable to the office or branch 
acquired by Seller or its successor, at a price equal to (x) if applicable, the 
actual premium paid by Seller or its successor for such deposits and the actual 
purchase price paid for the real estate and personal property, or (y) if such 
office or branch was acquired without the express payment of a deposit premium, 
the amount of Core Deposits domiciled at such acquired branch office multiplied 
by one percent (1.0%), plus the actual purchase price paid for the real estate 
and personal property. No later than ten 10 days after such an acquisition is 
consummated, Seller or its successor shall notify Home Savings of such 
acquisition and shall provide Home Savings with a copy of the agreements and 
other documents evidencing such transaction. Home Savings shall give notice to 
Seller or its successor within ten (10) business days of receiving such notice 
and copies if it intends to exercise the option set forth herein. If such option
is exercised, the parties shall use their best efforts to consummate the 
transfer of the assets and liabilities of the branch or branches as soon as 
practicable, and the terms of such transfer shall be based, to the extent 
practicable, upon the terms of Seller's acquisition of such office or branch. If
such option is not exercised by Home Savings within such ten (10) business day 
period, the option shall expire.

                                     -24-

          (b)  For a period of six (6) months following the Closing Date, 
Seller shall not: (i) lease, sublease, sell, assign or transfer in any manner
the premises of any Branch (other than the Transfer Branches) to a thrift
institution, commercial bank or other similar financial institution of whatever
nature; (ii) enter into a transaction, agreement or waiver with a lessor of any
Branch (other than the Transfer Branches) that contemplates, allows or results
in a lease or sublease of the type specified in (i) above; or (iii) take or
refrain from taking any other action that would permit or result in the
operation of any Branch (other than the Transfer Branches) as an office or
branch of a thrift institution, commercial bank or other similar financial
institution of whatever nature. The limitations set forth in this paragraph
shall be applicable to the Santa Monica Branch and the Woodland Hills Branch for
a period of one (1) year.

          (c)  Nothing in this Section 5.10 shall limit the right of Seller to 
(i) advertise for business from the public generally, (ii) direct random
mailings or phonings in accordance with Seller's ordinary direct mail or
telemarketing operations, (iii) solicit deposits from customers having accounts
with Seller at a location other than the Branches; or (iv) relocate any of
Seller's existing offices to a location within on thousand feet of their current
location.

          (d)  The covenants comprising Section 5.10 are referred to herein as 
the "Covenant Not to Compete." The Covenant Not to Compete has been separately
and specifically negotiated by the parties and shall be assigned a separate
value to be mutually agreed upon by the parties.

     5.11 Records. Upon consummation of the Closing, Seller shall deliver to 
          -------
Home Savings all of its files, records, documents, computer records and 
instruments of every nature (a) necessary or desirable to conduct the business 
operations of the Branches, including, but not limited to, those relating to the
deposit taking activities and customer services provided at the Branches, (b) 
relating to the Assets purchased and Liabilities assumed by Home Savings 
pursuant to this Agreement, and (c) reasonably necessary to comply with all 
applicable laws, regulations, rules and business practices with respect to the 
Deposits, the Account Loans and the Transaction Account Loans (collectively 
referred to herein as the "Records"). Notwithstanding the foregoing, following 
the Closing, Seller shall provide Home Savings with copies of, or reasonable 
access to, any records as may be retained by Seller relating to any of the 
Branches that are in the possession or control of Seller and are reasonably 
necessary or desirable to permit Home Savings or any of its subsidiaries, 
successors or affiliates to comply with or contest any applicable legal, tax, 
banking, accounting or regulatory policies or requirements, or any legal or 
regulatory proceeding thereunder.

                                     -25-

     5.12 Signs. Notwithstanding, and in addition to, any other provision of
          -----
this Agreement, if prior to the Closing Home Savings determines that the terms
of any Branch Lease, statute, law, ordinance, regulation, order or judgment will
prevent it from erecting or maintaining replacement signage at any Transfer
Branch comparable to Seller's current signage, then at Home Savings' option,
Home Savings and Seller shall attempt to agree on a reduced Purchase Price that
reflects the reduced value to Home Savings of the remaining signage rights. At
Home Savings' option, or if Home Savings and Seller cannot agree upon the
appropriate amount of that equitable economic adjustment, Home Savings shall
have the right to designate any such Transfer Branch as an Excluded Branch
pursuant to Section 4.6 hereof. Seller shall, at its own cost remove any and all
interior and exterior signs identifying the Transfer Branches as Seller branches
by the Monday following the Closing Date, unless no later than ten (10) days
prior to the Closing Date, Home Savings specifies in writing that such signs
should not be removed.

     5.13 Closing of Branches. Seller shall take all necessary and appropriate 
          -------------------
steps to close the Branches (other than the Transfer Branches) immediately 
following the Closing and shall bear sole responsibility for complying with and 
satisfying all laws, rules and regulations applicable to such closings, 
including without limitation the surrender to the appropriate regulatory 
authorities of any and all branch licenses and permits and compliance with 
Section 42 of the FDIA and the Policy Statement of Board of Governors of the 
Federal Reserve System, Office of the Comptroller of the Currency, Federal 
Deposit Insurance Corporation, and Office of Thrift Supervision Concerning 
Branch Closing Notices and Policies, 58 Fed. Reg. 49083 (Sept. 21, 1993); 
provided, that Seller shall obtain Home Savings' approval of all filings, 
- - --------
notices, and letters to customers prior to the filing, posting, or sending 
thereof.

                                   ARTICLE 6

                             RECIPROCAL COVENANTS
                             --------------------

     6.1  Regulatory Approvals. Home Savings and Seller shall cooperate in 
          --------------------
preparing, submitting, filing, and publishing (as applicable), as expeditiously 
as possible, all applications, notification and report forms, and notices as may
be required by applicable law with respect to the transactions contemplated by 
this Agreement, including, without limitation, those of the Fed, the OTS, the 
FDIC, the Federal Trade Commission, the Department of Justice and any other 
applicable state or federal regulatory agency, and will use their best efforts 
to obtain such approvals and accomplish such actions as expeditiously as 
possible. Home Savings and Seller shall provide to each other, for each other's 
review, all such applications and notices prior to the filing

                                     -26-

thereof, provided, that any party's confidential or proprietary information need
not be so disclosed.

     6.2  Conveyances.  Seller shall execute and deliver to Home Savings all 
          -----------
such bills of sale and other documents or instruments of conveyance, transfer or
assignment, and Home Savings shall execute and deliver to Seller all such 
instruments of assumption, as are necessary or appropriate to vest in Home 
Savings full and complete title to all of the Assets and to subject Home 
Savings, as of the Closing, to responsibility for the Liabilities assumed 
hereunder.  All of such documents and instruments will be in form and substance 
reasonably satisfactory to the parties.

     6.3  Further Assurances.  Seller and Home Savings each shall do all things 
          ------------------
reasonably necessary or desirable and within its control to effect the 
consummation of the transactions contemplated hereby, and at any time, and from 
time to time, after the Closing Date shall, upon the request of the other, do or
cause to be done such further acts and execute such documents as may be 
necessary or desirable to vest in Home Savings the Assets intended to be sold, 
transferred and assigned, and to evidence Home Savings' assumption of the 
Liabilities pursuant to the provisions of this Agreement, including, among 
others, obtaining all necessary consents and substitutions necessary to 
substitute Home Savings as trustee for all retirement deposit accounts, as the 
case may be, that are included in the Deposits.

     6.4  Matters Concerning Employees.
          ----------------------------

          (a)  No Transfer of Employees; Indemnification by Seller for 
               -------------------------------------------------------
Employees.  This Agreement is intended to result solely in the transfer of the 
- - ---------
Assets and the Liabilities associated with the Branches to Home Savings in 
accordance with the terms of this Agreement.  No transfer of employment of any 
employee, representative or agent of Seller associated with any of the Branches 
or otherwise is intended by the parties.  Home Savings shall not be required or 
obligated under this Agreement to hire any employees of Seller, and Seller shall
not make any representations to any of its employees regarding employment by 
Home Savings.  Seller shall remain solely responsible for its employees, 
representatives and agents at the Branches, and agrees to indemnify Home Savings
against any and all claims, losses, costs and damages of any nature whatsoever, 
including, without limitation, court costs, costs of investigation, and 
attorney's fees, arising out of or relating in any way to any claims made by 
such employees, representatives or agents against Home Savings, arising out of 
or relating in any way to their employment by, or service to, Seller or their 
termination by Seller.

          (b)  Hiring of Employees by Home Savings.  Schedule 6.4 sets forth a 
               -----------------------------------   ------------
list of all persons employed by Seller at each of the Branches as of the date 
hereof (each an "Employee" and

                                     -27-

collectively the "Employees"), including each Employee's title and position. 
After notice to Seller, Home Savings may contact and interview any of the 
Employees, inspect their personnel records (upon receipt of permission from the 
Employee), and solicit them to become employees of Home Savings as of the 
Closing Date. Seller shall cooperate with and assist Home Savings in the 
interview and evaluation process by providing access to or copies of such 
information, personnel records, and evaluations concerning the Employees as Home
Savings may reasonably request, provided that the subject Employee has consented
thereto. No later than thirty (30) days prior to the Closing Date, Home Savings 
shall provide to Seller a list of those Employees whom Home Savings at its sole 
option has elected to hire as its employees as of the Closing Date (the 
"Retained Employees").

          (c)  Seller's Benefit Plans.  Home Savings shall have no obligation or
               ----------------------
liability to compensate any Retained Employees for benefits of any kind earned, 
accrued, promised, or provided to Retained Employees as employees of Seller.

     6.5  Confidentiality.  Except to the extent disclosure is required by law, 
          ---------------
or in response to any governmental or regulatory authority or in connection with
any litigation, Home Savings shall maintain the confidentiality of all 
information obtained from Seller that is not publicly available and shall use 
such information only for purposes reasonably related to this Agreement and the 
transactions contemplated hereby. If the parties terminate this Agreement, each 
of the parties hereto agrees to use all reasonable efforts to return promptly 
upon request all documents received from the other party that contain or 
disclose information subject to this paragraph.

     6.6  Publicity.  Until consummation of the Closing, Home Savings and Seller
          ---------
shall coordinate with each other in advance as to the content of any 
communication intended for dissemination to the public or to their respective 
employees and as to the form and content of any application made to any 
regulatory authority, or similar agency, that relates to the transactions 
contemplated hereby. Neither party shall disseminate any such communication 
without the prior approval of the other, which approval shall not be 
unreasonably withheld or delayed.

     6.7  Tax Reporting.  Neither Home Savings nor Seller will take a position 
          -------------
with any federal, state or local taxing authority contrary to any of the terms 
or provisions of this Agreement, including, but not limited to, the allocations 
of value to each of the particular Assets and Liabilities, including, without 
limitation, to the Covenant Not to Compete.

     6.8  Interest Reporting.  Seller shall report from January 1, 1994 through 
          ------------------
the Closing Date, and Home Savings shall

                                     -28-

report from the Closing Date through December 31, 1994, all interest credited 
to, interest premiums paid on, interest withheld from and early withdrawal 
penalties charged to the Deposits. Such reports shall be made to the holders of 
Deposit accounts and to the applicable federal and state regulatory agencies.

     6.9  Withholding.  On or before the Closing Date, Seller shall deliver to 
          -----------
Home Savings a list of all customers for whom it has received "B" notices (TINs 
do not match) and "C" notices (under reporting/IRS imposed withholding) issued 
by the IRS relating to the Deposits. Following the Closing Date, Seller shall 
immediately deliver to Home Savings (i) any and all similar notices received 
from the IRS regarding any of the Deposits and (ii) all notices received from 
the IRS releasing withholding restrictions on any of the Deposits. Any amounts 
required by any governmental agency to be withheld from any of the Deposits (the
"Withholding Obligations") or any penalties imposed by any governmental agency 
will be handled as follows:

          (a)  Any Withholding Obligations required to be remitted to the 
appropriate governmental agency on or prior to the Closing Date will be withheld
and remitted by Seller, and any other sums withheld by Seller pursuant to 
Withholding Obligations prior to the Closing Date shall also be remitted by 
Seller to the appropriate governmental agency on or prior to the time they are 
due;

          (b)  Any Withholding Obligations required to be remitted to the 
appropriate governmental agency after the Closing Date with respect to 
Withholding Obligations after the Closing Date and not withheld as set forth in 
Section 6.9(a) shall be withheld and remitted by Home Savings. Within two (2) 
days of receipt of any such notice by Seller, Seller shall notify Home Savings 
and Home Savings shall comply with the notification requirements;

          (c)  Any penalties described on "B" notices received from the IRS or 
any similar penalties that relate to the Deposit accounts will be paid by Seller
promptly upon receipt of the notice, providing such penalty assessment resulted 
from Seller's acts, policies or omissions, and any efforts to reduce such 
penalties shall be the responsibility of Seller; and

          (d)  Any penalties assessed as a result of information missing from 
information filings regarding the Deposits, including, without limitation, 1099 
forms, shall be paid by Seller promptly upon receipt of the notice providing 
such penalty assessment resulting from Seller's acts, policies or omissions, and
any efforts to reduce such penalties shall be the responsibility of Seller.

                                     -29-

     6.10  Retirement Accounts.  Upon and following consummation of the Closing,
           -------------------
Home Savings shall, with respect to individual retirement accounts and KEOGH 
accounts assumed by Home Savings and included within the Deposits, (i) assume 
and perform all of the fiduciary duties of Seller arising on or after the 
Closing Date that arise out of such accounts, and (ii) succeed to the fiduciary 
relationships of Seller arising out of such accounts as fully and to the same 
extent as if Home Savings had originally acquired, incurred, or entered into 
such fiduciary relationships as of the Closing Date. No later than the Closing 
Date, the parties will enter into a retirement account transfer agreement in the
form of Exhibit L hereto to effectuate the transfer of such retirement accounts.
        ---------

                                   ARTICLE 7

                   CONDITIONS TO OBLIGATIONS OF HOME SAVINGS
                   -----------------------------------------

     The obligations of Home Savings to consummate the transactions hereunder 
are subject to the satisfaction on or before the Closing Date of the following 
conditions:

     7.1   Corporate Approval.  The execution, delivery and performance of this 
           ------------------
Agreement shall have been duly authorized by all necessary corporate action of 
Seller.

     7.2   Absence of Litigation.  No action or proceeding shall have been 
           ---------------------
instituted or threatened on or before the Closing Date pertaining to the 
transactions contemplated hereby that, in the reasonable opinion of Home 
Savings, would materially and adversely affect the transactions contemplated 
herein.

     7.3   Access to Information.  Seller shall have permitted Home Savings and 
           ---------------------
its authorized representatives and agents to have reasonable access, after the 
date of execution hereof, to those properties, assets and records of Seller as 
are relevant to this Agreement.

     7.4   Consents of Third Parties.  Seller shall have obtained all consents 
           -------------------------
of third parties, in form and substance reasonably satisfactory to Home Savings,
necessary to transfer to Home Savings the Assets and the Liabilities, including,
without limitation, the Assumed Contracts (except those consents waived by Home
Savings) and the Branch Leases to be assumed by Home Savings as contemplated by
this Agreement.

     7.5   Conditions Performed.  All of the terms, covenants and conditions of 
           --------------------
this Agreement to be complied with and performed by Seller on or before the 
Closing Date shall have been duly complied with and performed in all material 
respects, or Home Savings shall have waived such compliance or performance, and 
all

                                     -30-

 
documents to be delivered or actions to be taken by Seller pursuant to Sections 
10.2 and 10.3 shall have been delivered or performed.

     7.6  Representations. All of the representations and warranties made by 
          ---------------
Seller herein shall be true and correct on and as of the Closing Date with the 
same force and effect as though such representations and warranties had been 
made as of the Closing Date, except that the representations and warranties made
regarding Schedules 2.6, 2.7, 2.8, 2.9 and 2.10 shall be true and correct as of 
          -------------  ---  ---  ---     ----
the date of, and with respect to, such Schedules as updated and delivered at the
Closing.

     7.7  Documentation.  The form and substance of all instruments of transfer,
          -------------
certificates and other documents required to be delivered pursuant to this 
Agreement by Seller shall be reasonably satisfactory in all respects to Home 
Savings.

     7.8  No Material Adverse Change.  No material adverse change shall have 
          --------------------------
occurred affecting the use or occupancy of any of the Transfer Branches 
(including the Option Branch if designated as a Transfer Branch) as currently 
used or affecting the Assets or the Liabilities.

                                   ARTICLE 8

                      CONDITIONS TO OBLIGATIONS OF SELLER
                      -----------------------------------

     The obligations of Seller to consummate the transactions hereunder are 
subject to the satisfaction on or before the Closing Date of the following 
conditions:

     8.1  Corporate Approval.  The execution, delivery and performance of this 
          ------------------
Agreement shall have been duly authorized and approved by all necessary 
corporate action of Home Savings.

     8.2  Absence of Litigation.  No action or proceeding shall have been 
          ---------------------
instituted or threatened on or before the Closing pertaining to the 
transactions contemplated hereby that, in the reasonable opinion of Seller, 
would materially and adversely affect the transactions contemplated herein.

     8.3  Conditions Performed.  All of the terms, covenants and conditions of 
          --------------------
this Agreement to be complied with and performed by Home Savings on or before 
the Closing shall have been duly complied with and performed in all material 
respects, or Seller shall have waived such compliance or performance, and all 
documents to be delivered or actions to be taken by Home Savings pursuant to 
Section 10.4 shall have been delivered or performed.

                                     -31-

 
     8.4  Representations.  All the representations and warranties made by Home 
          ---------------
Savings herein shall be true and correct on and as of the Closing Date with the 
same force and effect as though such representations and warranties had been 
made as of the Closing Date.

     8.5  Documentation.  The form and substance of all instruments of 
          -------------
assumption, certificates and other documents delivered pursuant to this 
Agreement by Home Savings shall be reasonably satisfactory in all respects to 
Seller.

                                   ARTICLE 9

                   CONDITIONS TO OBLIGATIONS OF BOTH PARTIES
                   -----------------------------------------

     The obligations of both parties to this Agreement to consummate the 
transactions hereunder are subject to the satisfaction on or before the Closing 
Date of each of the following conditions:

     9.1  Governmental Actions.  Neither the Department of Justice, the Federal 
          --------------------
Trade Commission nor any other agency of the United States shall have issued any
order or taken or threatened to take any action that would or could have the 
effect of preventing the consummation of the transactions contemplated by this 
Agreement or asserting any liability as a result of such transactions.  No 
court, governmental agency, or other authority shall have instituted any action 
or proceeding or issued any order, decree or judgment to set aside, restrain, 
enjoin, or prohibit the transactions contemplated by this Agreement or to assert
any material liability in connection herewith, and in the reasonable opinion of 
Seller and Home Savings no such action, proceeding, order, decree, or judgment 
shall be imminent.

     9.2  Governmental Approvals.  To the extent required by applicable law or 
          ----------------------
regulation, the Fed, the OTS, the FDIC and such other state or federal agencies 
whose approval of the transactions contemplated by this Agreement is so required
shall have approved or authorized all of the transactions contemplated by this 
Agreement.  All such approvals required to be obtained by Seller or Home Savings
shall have been granted without the imposition of conditions that are deemed by 
the affected party to be materially burdensome.  All other statutory or 
regulatory requirements for the valid consummation of the transactions 
contemplated by this Agreement shall have been satisfied and all other required 
governmental consents and approvals shall have been obtained.

                                     -32-

                                  ARTICLE 10

                                  THE CLOSING
                                  -----------

     10.1 Time and Place of Closing; Close of Business. The consummation of the 
          --------------------------------------------
transactions provided for herein will take place in a mutually acceptable manner
and on a mutually acceptable day and place (the "Closing" or "Closing 
Date"), which, unless the parties otherwise agree, shall be on a Friday no 
later than the last business day of the month immediately following the month in
which all required regulatory approvals have been received, but in no event 
later than October 30, 1994. For all purposes herein, the "close of business"
on the Closing Date shall be the time at which the Branches are closed to the 
public.

     10.2 Payment Due at Closing.
          ----------------------

          (a)  Definitions:
               
               (i)   "Advance Safe Deposit Rentals" means the aggregate amount
of rent for the use of safe deposit boxes located at the Branches paid in 
advance to Seller for any period following the Closing Date, which amount shall 
be mutually agreed upon by Seller and Home Savings prior to the Closing.

               (ii)  "FDIC Insurance Premium" means the aggregate amount of 
insurance premiums paid by Seller to the FDIC for deposit insurance with respect
to the Deposits for any period following the Closing Date, which amount shall 
not exceed the amount Home Savings would have been required to pay to the FDIC 
for the Deposits if Home Savings had originated such deposits as of the Closing 
Date, and which amount shall be mutually agreed upon by Seller and Home Savings 
prior to the Closing.

               (iii) "Net Lease Deposits" means (a) the aggregate amount of 
deposits paid by Seller as lessee pursuant to Branch Leases, as indicated on the
estoppel certificates delivered to Home Savings pursuant to Section 10.3(a), net
of any amounts payable by Seller to any lessor or sublessor as of the Closing or
upon termination of such leases, less (b) the aggregate amount of deposits held 
by Seller as lessor or sublessor pursuant to Branch Leases, as indicated on 
estoppel certificates delivered to Home Savings pursuant to Section 10.3(a).

               (iv)  "Preliminary Purchase Price" means the Purchase Price 
calculated pursuant to Section 1.4 of this Agreement in reliance upon the 
updated Schedules 2.6, 2.7 and 2.8 and Schedule 1.4 required to be delivered to 
        -------------  ---     ---     ------------
Home Savings at the Closing.

                                     -33-

 
          (b)  Seller shall pay to Home Savings at the Closing an amount (the 
"Cash Payment") in United States dollars equal to one hundred percent (100%) of 
the aggregate amount of the Deposits as reflected on the updated Schedule 2.6 
                                                                 ------------
delivered to Home Savings at the Closing pursuant to Section 4.2 of this 
Agreement, minus the Preliminary Purchase Price, minus the Net Lease Deposits, 
minus the FDIC Insurance Premium, plus the Advance Safe Deposit Rentals, plus or
minus the net taxes and expenses (to the extent such amounts are discernible at 
Closing) to be paid by Home Savings or Seller pursuant to Section 14.3. Seller 
shall prepare and deliver to Home Savings at the Closing a statement (the 
"Preliminary Settlement Statement") supported by appropriate exhibits, 
substantially in the form attached hereto as Exhibit B, showing the computation 
                                             ---------
of the Cash Payment. The Cash Payment shall be made to Home Savings by wire 
transfer in immediately available funds received no later than 12:00 noon 
Pacific time on the Closing Date.

     10.3 Closing Documents to be Delivered or Actions to be Taken by Seller.
          ------------------------------------------------------------------

     At least thirty (30) days prior to the Closing, Seller shall:

          (a)  Deliver to Home Savings an executed Lessor's Estoppel 
Certificate, in the form attached hereto as Exhibit C, with respect to each 
                                            ---------
Branch Lease to which Seller is a lessee or sublessee, and an executed Lessee's 
Estoppel Certificate, in the form attached hereto as Exhibit C-1, with respect 
                                                     -----------
to each Branch Lease to which Seller is a lessor or sublessor, provided that 
such certificates shall be dated no more than forty-five (45) days prior to the 
Closing Date;

          (b)  Deliver to Home Savings unconditional commitment(s) to issue the 
Title Policies;

          (c)  Deliver to Home Savings an executed Consent to Assignment in the 
form attached hereto as Exhibit D with respect to each Branch Lease that 
                        ---------
requires the consent of any party to the assignment thereof, provided that such 
consents shall be dated no more than forty-five (45) days prior to the Closing 
Date;

          (d)  Deliver to Home Savings the recorded documents, nondisturbance 
and attornment agreements, and surveys referred to in Sections 2.10 and 5.6(d); 
and

          (e)  Record in the appropriate governmental office a memorandum of 
each Branch Lease to which Seller is a lessee or sublessee, as set forth in 
Schedule 2.10.
- - -------------

     At least three (3) business days prior to the Closing, Seller shall:

                                     -34-

          (f)  Execute and deliver to the Title Company in escrow for the 
benefit of Home Savings a duly acknowledged Lessee's Assignment and Assumption
Agreement in the form attached hereto as Exhibit E with respect to each Branch
                                         ---------
Lease associated with the Rancho Park Branch to which Seller is a lessee or
sublessee in recordable form so as to permit the issuance of a policy of title
insurance with respect to such Branch Lease, and deliver to Home Savings an
executed Lessor's Assignment and Assumption Agreement in the form attached
hereto as Exhibit E-1 with respect to each Branch Lease to which Seller is a
          -----------
lessor or sublessor; and

  At the Closing, Seller shall:

          (g)  Deliver to Home Savings updated Schedules 2.6, 2.7, 2.8, 2.9,
                                               -------------  ---  ---  ---
2.10, 2.25 and Schedule 1.4;
- - ----  ----     ------------

          (h)  Deliver to Home Savings the Preliminary Settlement Statement and 
exhibits thereto;

          (i)  Deliver by 12:00 p.m. Pacific Time the Cash Payment by wire
transfer in immediately available funds to an account designated by Home
Savings;

          (j)  Cause to be delivered to Home Savings, ALTA form leasehold 
extended coverage title policies issued by the Title Company with respect to 
each Branch Lease associated with the Rancho Park Branch to which Seller is a 
lessee or sublessee, or an unconditional commitment to issue such title policies
dated as of the Closing Date promptly following the Closing, insuring Home 
Savings' leasehold interest under such Branch Lease in the amounts indicated on 
Exhibit F hereto (the "Title Policies"), subject in the case if each Title 
- - ---------
Policy, only to (a) the lien for current taxes not yet due and payable, and (b) 
exceptions approved by Home Savings in writing (the "Permitted Exceptions"); 
provided, however, that (x) the boundary and survey exceptions shall be deleted 
- - --------
to the maximum extent permitted under applicable title insurance regulations, 
and (y) the exception to the lien for taxes shall be limited to the tax year in 
which the Closing occurs and subsequent years and shall state that such taxes 
are not yet due and payable;

          (k) Execute and deliver to Home Savings a Bill of Sale and Assignment
in the form attached hereto as Exhibit G;
                               ---------
          (l)  Deliver to Home Savings a General Assignment in the form attached
hereto as Exhibit H;
          ---------
          (m)  Deliver to Home Savings all consents necessary for the assignment
of the Assumed Contracts;

                                     -35-

          (n)  Deliver to Home Savings a certificate of the President of 
Seller, or of another officer acceptable to Home Savings, dated as of the 
Closing Date, that the conditions to Home Savings obligations set forth in 
Sections 7.1, 7.2, 7.4, 7.5, 7.6, and 7.8 have been met;

          (o)  Execute and deliver a certificate of non-foreign status in the 
form attached hereto as Exhibit I;
                        ---------

          (p)  Deliver to Home Savings possession of the Assets;

          (q)  Deliver to Home Savings such safe deposit and safekeeping 
files and records pertaining to the Safe Deposit Business as exist and are 
available, together with the contents of the safe deposit boxes maintained at 
the Branches, as the same exist as of the close of business on the Closing Date;

          (r)  Deliver to Home Savings originally executed copies of (i) the 
Branch Leases, together with copies of all documents and correspondence 
relevant to Home Savings' obligations under the Branch Leases, (ii) the 
Assumed Contracts, and (iii) all other documents not of record related to 
the Branch Leases or the Assumed Contracts that Home Savings will be bound 
by, or a party to, as a result of the consummation of the transactions 
contemplated by this Agreement;

          (s)  Cause to be delivered to Home Savings an opinion of counsel to 
Seller substantially in the form attached hereto as Exhibit J;
                                                    ---------

          (t) Execute and deliver to Home Savings an Assumption Agreement in the
form attached hereto as Exhibit K;
                        ---------

          (u) Execute and deliver to Home Savings a transfer agreement
substantially in the form attached hereto as Exhibit L, relating to the transfer
                                             ---------
of certain retirement accounts to Home Savings from Seller; and

          (v) Deliver or cause to be delivered to Home Savings all other
documents and instruments necessary to transfer to Home Savings all of Seller's
right, title and interest in and to the Assets and the Liabilities.

     10.4 Closing Documents to be Delivered or Actions to be Taken by 
          -----------------------------------------------------------
Home Savings.
- - ------------

     At least three (3) business days prior to the Closing, Home Savings shall:

          (a)  Execute and deliver to the Title Company in escrow for the 
benefit of Seller an executed Lessee's Assignment and Assumption Agreement in 
the form attached hereto as Exhibit E
                            ---------

                                     -36-

with respect to each Branch Lease to which Seller is a lessee or sublessee.

     At the Closing, Home Savings shall:

          (b)  Deliver a certificate of a Senior Vice President of Home Savings,
or of another officer acceptable to Seller, dated as of the Closing Date, that 
the conditions to Seller's obligations set forth in Sections 8.1, 8.2, 8.3, and 
8.4 have been met;

          (c)  Cause to be delivered to Seller an opinion of counsel to Home 
Savings substantially in the form attached hereto as Exhibit M and an opinion of
                                                     ---------
in-house counsel substantially in the form attached hereto as Exhibit M-1;
                                                              -----------

          (d)  Execute and deliver to Seller an Assumption Agreement in the form
attached hereto as Exhibit K;
                   ---------

          (e)  Execute and deliver to Seller a transfer agreement substantially 
in the form attached hereto as Exhibit L, relating to the transfer of certain 
                               ---------
retirement accounts to Home Savings from Seller; and

          (f)  Deliver or cause to be delivered to Seller all other documents 
and instruments necessary to transfer to Home Savings all of Seller's right, 
title and interest in and to the Assets and the Liabilities.

     10.5 Post Closing Adjustments.
          ------------------------

          (a)  As soon as reasonably practicable after the Closing Date, but no 
later than five (5) business days thereafter, Seller shall provide Home Savings 
with:  (i) a final Schedule 2.7 that shall accurately reflect the Net Book Value
                   ------------
of each item of Personal Property calculated as of the close of business on the 
Closing Date; (ii) final Schedules 2.6 and 2.8 that shall accurately reflect the
                         -------------     ---
related balances as shown on the financial records of Seller as of the close of 
business on the Closing Date; and (iii) a final Schedule 1.4 that shall 
                                                ------------
accurately reflect the amount of Cash on Hand as of the close of business on the
Closing Date, which Schedule shall be prepared by Seller based upon a cash count
to be mutually conducted by Seller and Home Savings at the close of business on 
the Closing Date. The Chief Financial Officer of Seller shall deliver with the 
final Schedules a certificate in the form attached hereto as Exhibit N.  Home 
                                                             ---------
Savings shall have the right to review any and all documents (and to interview 
any and all Seller personnel) necessary or desirable to confirm the accuracy of
final Schedules 1.4, 2.6, 2.7, and 2.8.
      -------------  ---  ---      ---

                                     -37-

          (b)  As soon as reasonably practicable after the Closing Date, but no
later than five (5) business days thereafter, Seller shall prepare and deliver
to Home Savings a final settlement statement (the "Final Settlement Statement"),
substantially in the form attached hereto as Exhibit O, which shall show the
                                             ---------
calculation of the final purchase price based on the final Schedules delivered 
pursuant to Section 10.5(a).  Upon  delivery of the Final Settlement Statement, 
Home Savings or Seller, as the case may be, shall promptly make such payments in
the amount and manner as are specified in Section 10.5(c) hereof.

          (c)  If the purchase price amount shown on the Final Settlement
Statement (the "Final Payment Amount") is different from the Cash Payment, then
a payment shall be made in the following manner; if the Cash Payment shall have
been greater than the Final Payment Amount, Home Savings shall refund to Seller
the difference between such amounts; if the Cash Payment shall have been less
than the Final Payment Amount, Seller shall pay to Home Savings the difference
between such amounts. Such payment shall be made promptly by wire transfer in
immediately available collected funds, together with interest thereon for the
number of days from and including the Closing Date to such settlement date, but
excluding such settlement date, at the rate per annum equal to the average over
such period of the average of the daily high and low rates for federal funds on
each business day during such period, as such rates are published in the Western
Edition of the Wall Street Journal, computed in the basis of a 365-day year.
Payments received after 12:00 p.m. Pacific time on the Settlement Date shall be
deemed to have been paid on the next business day, and the remittance shall bear
interest, as calculated pursuant to this Section, for such extra day or days.

                                  ARTICLE 11

                         TRANSFER OF DEPOSIT ACCOUNTS
                         ----------------------------

     11.1 Notices.  Each of Seller and Home Savings shall obtain the prior 
          -------
approval of the other of its written notification to Deposit holders of the 
transfer of the Deposits from Seller to Home Savings.  Neither Seller nor Home 
Savings shall unreasonably  withhold such approval.  Any such notification shall
be made no later than five (5) days after all regulatory approvals have been 
received.

     11.2 Certain Obligations for Retained Accounts.  Seller shall hold for the
          -----------------------------------------
applicable period required by law all records relating to all deposit accounts  
associated with the Branches that are not assumed by Home Savings pursuant to
this Agreement, including, among other, all deposit accounts closed prior to the
Closing ("Retained Accounts"). Seller shall remain responsible for
administration of the Retained Accounts, including the

                                     -38-

 
responsibility, among others, for the payment of interest income, documentation 
and compliance with all applicable laws and regulations.

   11.3 Post Closing Reconciliation.
        ---------------------------

        (a) Returned Items. Any items that were (i) credited for deposit to,
            ---------------
or (ii) cashed against, an account at Seller's Branches prior to the Closing and
that are returned unpaid after the Closing and within the guidelines specified 
under "Regulation CC" of the Federal Reserve System ("Returned Items") will be 
handled as follows:

           (i) If Home Savings' bank account is charged for the Returned Item,
Home Savings will use its best efforts to obtain reimbursement from the
account to which, or from the party to whom, the item was credited; provided
that if Seller receives notification of a large Returned Item ($2,500 or more)
before 2:00 p.m. on any business day, Seller will notify Home Savings of such
Returned Item as soon as practicably possible on the same day notification is
received. If there are sufficient funds in the account to which such Returned
Item was credited or any other accounts on deposit with Home Savings standing in
the name of the party liable for such Returned Item, upon proper identification
of such party, Home Savings will debit any or all of such accounts an amount
equal in the aggregate to the Returned Items, provided that such debit is
permissible under Home Savings' agreement with such party and applicable laws
and regulations. If those accounts which may be debited do not contain funds
sufficient to reimburse Home Savings fully (for reasons other than Home Savings'
breach of Section 11.3(d), Seller will, upon notice from Home Savings, reimburse
Home Savings to the extent sufficient funds are available and immediately repay
to Home Savings the balance of the Returned Item not reimbursed and Home Savings
will assign the item to Seller for collection.

           (ii) If Seller's bank account is charged for the Returned Item and if
there are sufficient funds in the account to which such Returned Item was
credited or any other accounts on deposit with Home Savings standing in the name
of the party liable for such Returned Item, upon proper identification of such
party, Seller shall immediately notify Home Savings, and Home Savings will debit
any or all of such accounts an amount equal in the aggregate to the Returned
Item, provided that such debit is permissible under Home Savings' agreement with
such party and applicable laws and regulations and shall repay that amount to
Seller. If there are not sufficient funds in the accounts which may be debited
(for reasons other than Home Savings' breach of Section 11.3(d)), Home Savings
will have no obligation to repay Seller unless and until Home Savings obtains
reimbursement from the party liable for the Returned Item.

                                     -39-

          (b)  ACH Transactions. Each party shall use its best efforts to 
               ----------------
transfer all ACH arrangements as soon as practicable after the Closing Date. At 
least thirty (30) day prior to the Closing Date, Seller will deliver to Home 
Savings all records and information necessary to administer such arrangements. 
After the Closing Date, Seller will use its best efforts to telecopy or deliver 
to Home Savings, at the address Home Savings may from time to time designate, 
(i) by 12:00 p.m. of each business day, a summary of ACH items affecting the 
deposits transferred during the prior business day, including claim number, 
suffix (if applicable), source name, trace ID, Company ID, client name and 
effective date, and (ii) by 3:00 p.m. of each business day, a list of ACH 
returns received on such business day. Home Savings shall have no obligation to 
continue ACH or recurring debit arrangements that were originated or 
administered by Seller, and Seller shall terminate such arrangements on or prior
to the Closing Date. Seller's obligation to deliver such summaries and forward 
such ACH items shall continue for 150 days after the Closing Date. Thereafter, 
Seller shall return such ACH items to the originator. On a daily basis, the 
parties will agree on the net amount of ACH items transferred (after each party 
nets items against returns received) and the party with the net credit will 
remit the difference, on the same day, by immediately available funds, all ACH 
item funds then known. Settlement shall be by file or transmission date 
information.

          (c)  Checking Accounts. On a daily basis, Seller, at its sole expense,
               -----------------
will outsort all Branch checks received by it drawn on accounts assumed by Home 
Savings and prepare them for delivery to Home Savings' service center. Home 
Savings accepts full responsibility to either pay the items or return them in 
accordance with the customer agreement and the California Uniform Commercial 
Code and all applicable federal laws and regulations. Seller's obligation to 
outsort and deliver such Branch checks shall continue for ninety (90) days after
the Closing Date. After the 90-day period Seller will stop accepting such items 
and will return items marked "Refer to Maker." Seller will give Home Savings a 
daily accounting of debits to its clearing account. On a daily basis, the 
parties will agree on the net amount of inclearing items transferred and the 
party with the net credit will remit the difference, on the same day, by 
immediately available funds to the other party. Within ten (10) business days 
following the Closing Date, Home Savings, at its sole expense, will mail to 
holders of those Deposits acquired from Seller which may be accessed by checks, 
new checks MICR encoded with Home Savings' routing and transit numbers and Home 
Savings' customer identification number.

          (d)  Holds. Holds that have been placed by Seller on particular
               -----
accounts or on individual checks, drafts or other instruments will be continued 
by Home Savings under the same

                                     -40-

 
terms. Seller will deliver to Home Savings at the Closing a schedule of such 
holds.

          (e)  Incoming Deposits and Mail. In the event Seller receives after 
               --------------------------
the Closing Date, a deposit, payment or mail with respect to the Assets or 
Deposits transferred to Home Savings, it shall, at its expense, mail such to 
Home Savings within one (1) business day of receipt thereof at the address Home 
Savings may from time to time designate. Legal process received in regard to 
such Assets or Deposits shall not be forwarded.

     11.4 Data Processing. The parties agree to cooperate with each other to 
          ---------------
ensure the orderly transfer of all applicable data tapes and processing 
information, and to facilitate an electronic and systematic conversion of all 
applicable data regarding Deposits, Accounts Loans, Transaction Account Loans, 
ATM cards and collection accounts, and the parties shall share equally the costs
associated with the transfer of any tapes and information and the conversion of 
data. Within ten (10) business days of the date of this Agreement, the parties 
shall exchange all data information necessary for such conversion processing and
shall provide the initial data processing pre-conversion file layout and product
definitions. No later than forty-five (45) days prior to the Closing Date, the 
parties shall provide the final data processing pre-conversion file packages to 
each other and shall provide any and all additional data processing information 
added to the system subsequent to the preparation of the final pre-conversion 
tapes on a weekly basis. Each party shall use its best efforts to provide to the
other party as soon as practicable, but no later than 12:00 p.m. on the day 
after the closing Date, two (2) sets of final data processing conversion file 
packages.

     11.5 Safe Deposit Boxes. On or before the date that is twenty-one (21) days
          ------------------
prior to the Closing Date, Seller shall notify by letter renters of safe deposit
boxes located at the Branches of the disposition of their safe deposit boxes as 
of the Closing Date. In the event of removal of such boxes to a new location, 
the parties agree to cooperate in the safe and lawful transfer of such occupied 
boxes. The costs and expenses incurred in the transfer and security of such 
boxes will be paid by Seller.

     11.6 Taxpayer Information. Seller shall deliver to Home Savings within five
          --------------------
(5) business days after the Closing Date (i) taxpayer identification numbers (or
records of appropriate exemptions) for all holders of Deposit accounts and (ii) 
all other information in Seller's possession or reasonably available to Seller 
required by applicable law to be provided to the IRS and/or account holders 
with respect to the Assets and Liabilities transferred. Seller hereby 
certifies that such information, when

                                     -41-

 
delivered, shall accurately reflect the information provided by Seller's 
customers.

     11.7 Card Processing. Seller will void on and as of the Closing Date all 
          ---------------
(i) ATM access cards issued by it to customers of the Branches who will not have
ATM-accessible accounts with Seller after the Closing Date, (ii) debit cards 
issued by it to customers of the Branches who will not have debit 
card-accessible accounts with Seller after the Closing Date, and (iii) check 
guarantee cards issued by it to customers of the Branches who will not have 
checking accounts with Seller after the Closing Date.

          Seller agrees to exchange the necessary data and tapes required, prior
to the Closing Date, to accommodate the processing of ATM cards, which may be
issued prior to the Closing Date. Furthermore, both parties agree to settle
within two (2) business days of the ATM transaction (i) any and all rejected ATM
transactions processed after the Closing Date, and (ii) any and all ATM
transactions processed while the ATM network could not communicate with Seller's
main host, and the total sum of such transactions shall be remitted to Seller on
the same date the transactions are settled.

          Any claim submitted under "Regulation E" of the Federal Reserve 
System, for transactions processed prior to the Closing Date on Deposits 
transferred shall be settled as follows:

          (a)  If such claim is submitted to Seller, Seller shall process the 
claim under the guidelines specified in "Regulation E," and if a reimbursement 
to the customer is determined necessary, Seller shall directly reimburse the 
customer; and

          (b)  If the claim is submitted to Home Savings, Home Savings shall 
process the claim under the guidelines specified in "Regulation E," and if a 
reimbursement to the customer is determined necessary, Home Savings shall 
directly reimburse the customer and notify Seller of such reimbursement. Seller 
shall remit, by wire transfer or other immediately available funds, an amount 
equal to the reimbursement paid by Home Savings to the customer.

          Such settlement shall continue for ninety (90) days following the 
Closing Date. All claims submitted after such ninety (90) day period shall be 
returned by Seller to the originator of the claim.

                                     -42-

                                  ARTICLE 12
 
                                  TERMINATION
                                  -----------

     12.1 Events of Termination.  This Agreement shall be terminable and, if so 
          ---------------------
terminated, be of no further force or effect between the parties hereto, except 
as to any liability for breach of any duty, representation, warranty or 
obligation arising prior to the date of termination, upon the occurrence of any 
of the following events:

          (a)  By mutual written consent of Seller and Home Savings;

          (b)  By Seller, if any of the conditions set forth in Article 8 or in
Article 9 have not been met by October 30, 1994, unless the failure to meet such
conditions does not constitute a material breach by Home Savings of this 
Agreement;

          (c)  By Home Savings, if any of the conditions set forth in Article 7 
or in Article 9 have not been met by October 30, 1994, unless the failure to 
meet such conditions does not constitute a material breach by Seller of this 
Agreement;

          (d)  By Home Savings, if it discovers information or conditions that 
are, individually or in the aggregate, materially and adversely different from 
the information and conditions contained in this Agreement, including the 
representations and warranties set forth in Article 2 and in the original and/or
updated Schedules hereto, provided, however, that Seller shall be given notice 
                          --------
and the opportunity to remedy the defective condition in accordance with the 
provisions of Article 4 of this Agreement;

          (e)  By Home Savings, if there is a material adverse change in the 
condition or value of the Branches, the Assets or the Liabilities, including, 
without limitation, a decline in excess of fifteen percent (15%) of the 
aggregate amount of the Deposits domiciled at the Branches from the date of this
Agreement;

          (f)  By either party, if the other party has failed to disclose in 
writing pursuant to Section 2.14 and 5.7 or Section 3.6, as the case may be, 
facts known to it that could have an adverse effect on its ability to obtain all
requisite regulatory consents or to perform its obligations under this 
Agreement;

          (g)  By either party, if a representation or warranty of the other 
party is or becomes false or inaccurate or if the other party fails to comply 
with a covenant in a timely manner,

                                     -43-

 
provided that such breach is material to the value or condition of the Branches,
the Assets or the Liabilities or such breach has a material impact on the other 
party's ability to consummate the transactions contemplated hereby;

          (h)  By either party, (i) if the Fed, the OTS, the FDIC or any other 
governmental agency having jurisdiction over the transactions contemplated by 
this Agreement notifies Seller or Home Savings in writing that by its final 
determination it will refuse to grant an approval or consent to any material 
element of the transactions;

          (i)  By Home Savings, if it reasonably determines that any of the 
Transfer Branches is (i) threatened with condemnation, (ii) the subject of
legal proceedings commenced under the power of eminent domain, (iii) subject to 
any zoning or other order, limitation or restriction that could have a material 
adverse effect on the use of such Branch as a savings and loan branch office, or
(iv) damaged or destroyed by fire, earthquake, flood, or other casualty.

     12.2 Manner of Termination. If a party desires to terminate this Agreement 
          ---------------------
pursuant to any right under this Article, such termination shall be ineffective 
unless communicated in writing to the other party. Notwithstanding anything to 
the contrary herein contained, neither party hereto shall have the right to 
terminate this Agreement on account of its own breach or any immaterial breach 
by the other party.

                                  ARTICLE 13

                                INDEMNIFICATION
                                ---------------

     13.1 Indemnification by Both Parties.  Home Savings and Seller mutually 
          -------------------------------
agree to indemnify and hold each other harmless from, and to reimburse each 
other promptly for, any and all losses, liabilities, damages, remediation costs,
expenses and other costs (including broker's and finder's fees, commissions, 
financial advisory fees, court costs, costs of investigation and reasonable 
attorney's fees) ("Losses") that one party may incur or suffer as the result of 
the untruth, inaccuracy, or breach of any representation, warranty, agreement, 
or covenant made by the other party herein.

     13.2 Indemnification by Seller.
          -------------------------

          (a)  Seller shall indemnify, hold harmless and defend Home Savings 
from and against any and all Losses arising out of any actions, suits, or other 
proceedings, claims or demands ("Actions") commenced prior to or after the 
Closing, which arise out of or in any way relate to the operations at any of the

                                     -44-

 
Branches prior to the Closing, including, without limitation, Actions in any way
related to or arising out of (i) the physical condition of (or the presence of 
Hazardous Substances at) any Branch on or prior to the Closing, (ii) information
reporting, backup withholding, customer certification, consumer disclosure or 
other administrative practices at any of the Branches, (iii) the administration 
of the Deposits, Account Loans or Transaction Account Loans prior to the 
Closing, (iv) the Personal Property, Real Property, Assumed Contracts, Branch 
Leases, Records, or Safe Deposit Business, (v) the fiduciary duties of Seller 
with respect to the individual retirement accounts assumed by Home Savings or 
included within the Deposits, or (vi) any deposit liability not fully and 
accurately reflected on the final Schedule 2.6.
                                  ------------

          (b)  The Losses indemnified in accordance with Section 13.2(a) shall 
include, but not be limited to, Losses arising out of or in connection with any 
claim of or liability for:

               (i)  any employee or former employee of Seller in connection 
with any employee benefit plan, welfare plan or any employment practice of
Seller;

               (ii)  taxes relating to the Assets or the Liabilities 
attributable to periods prior to the Closing, except as specifically provided 
herein and including any and all penalties and/or interest on taxes for such 
periods; or

               (iii)  any violation or alleged violation of any law, ordinance, 
rule or regulation prior to the Closing Date, relating to any of the Assets 
transferred to Home Savings or any of the Liabilities assumed by Home Savings.

          (c)  Seller shall further indemnify, hold harmless and defend Home 
Savings against any and all information reporting penalties assessed against 
Home Savings for periods before, on or after the Closing Date as a result of 
customer deposit or account information relating to the Deposits transferred to 
Home Savings which are uncertified, incorrect, invalid, or missing as of the 
Closing or for which the "reasonable cause" exception (as defined in IRC 
Sections 6721 to 6724 and the regulations thereunder) is not available.

     13.3 Indemnification by Home Savings. Home Savings shall indemnify, hold 
          -------------------------------
harmless and defend Seller from and against any and all Losses arising out of 
any Actions commenced after the Closing that arise out of or are in any way 
related to (i) the operation of any of the Branches or the administration of the
Deposits, Account Loans, or Transaction Account Loans by Home Savings subsequent
to the Closing, insofar as the basis for such Action arises subsequent to the 
Closing, (ii) the Personal Property, Real Property, Assumed Contracts, Records, 
or Safe

                                     -45-

Deposit Business, insofar as the basis for such Action arises subsequent to the 
Closing, or (iii) the fiduciary duties of Home Savings arising subsequent to the
Closing with respect to the individual retirement accounts assumed by Home 
Saving or included within the Deposits.

                                  ARTICLE 14

                                 MISCELLANEOUS
                                 -------------

     14.1 Survival.  The representations and warranties of Seller set forth 
          --------
herein shall survive the Closing and any investigation by Home Savings.

     14.2 Notices.  Any notice or other communication required or permitted
          -------
hereunder shall be sufficiently given if sent by registered, certified or first 
class United States mail, postage prepaid; by overnight courier guaranteeing 
next day delivery; or by hand delivery, addressed as follows:

          If to Home Savings:

               Corporate Research Department
               Home Savings of America, FSB
               4900 Rivergrade Road
               Irwindale, California 91706

               Attention:  Verne R. Kline
                           Senior Vice President

               With copies to:

                    Legal Department
                    Home Savings of America, FSB
                    4900 Rivergrade Road
                    Irwindale, California 91706

                    Attention:  Covert E. Parnell III, Esq.
                                General Counsel

                    Munger, Tolles & Olson
                    355 South Grand Avenue
                    35th Floor
                    Los Angeles, California 90071-1560

                    Attention:  John B. Frank, Esq.

                                     -46-

 
           If to Seller:

                 Fidelity Federal Bank
                 600 N. Brand Boulevard
                 Glendale, California 91209-1631

                 Attention: James Stutz, Executive Vice President

                 With copies to:

                       Legal Department
                       Fidelity Federal Bank
                       600 N. Brand Boulevard
                       Glendale, California 91209-1631

                       Attention: Godfrey B. Evans, General Counsel

                       Jeffer, Mangels, Butler & Marmaro
                       2121 Avenue of the Stars, 10th Floor
                       Los Angeles, California 90067

                       Attention:  Anthony J. Wall, Esq.

or such other address as shall be furnished in writing by either party, and such
notice or consummation shall be deemed to have been given as of three (3) days 
after the date so mailed if sent by United States mail, one (1) business day 
after the date sent if sent by overnight courier, or on the date so delivered if
delivered in person.

     14.3  Taxes; Expenses.  Each party hereto shall pay its own expenses, 
           ---------------
including attorney's fees and filing or other fees payable in connection with 
all applications, notification and report forms and notices to be filed pursuant
to Section 6.1. All property taxes and assessments with respect to the Assets 
shall be prorated between the parties on the basis of a three hundred and 
sixty-five (365) day year as of the close of business on the Closing Date. All 
rent and utility payments and other ordinary operating expenses related to any 
of the Branches shall be credited to or paid by Seller, except that all rent and
utility payments and other ordinary operating expenses related to the Transfer 
Branches (other than any Excluded Branch) attributable to the operations after 
the close of business on the Closing Date shall be credited to or paid by Home 
Savings. All payments and charges under the Assumed Contracts due or accrued 
through the close of business on the Closing Date shall be credited to or paid 
by Seller, and all payments and charges under the Assumed Contracts due or 
accrued after the close of business on the Closing Date shall be credited to or 
paid by Home Savings. All recording, transfer, sales and documentary transfer 
taxes, fees, charges and assessments resulting or arising from the sale

                                     -47-

and purchase of the Assets and the assumption of the Liabilities shall be paid 
by Seller. All title insurance fees, premiums and related costs shall be paid by
Seller, provided that Home Savings shall pay that portion of the premium 
attributable to the ALTA extended coverage.

     14.4  Entire Agreement, Modifications, Waivers, Headings.  This Agreement,
           --------------------------------------------------
including any exhibits and schedules hereto, constitutes the entire agreement 
between the parties hereto pertaining to the subject matter hereof and 
supersedes all prior agreements and understandings of the parties, whether oral 
or written, in connection herewith. No modification of this Agreement shall be 
binding unless executed in writing by the parties hereto. No waiver of any 
provision of this Agreement shall be deemed or shall constitute a waiver of any 
other provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver. Section and subsection headings are not considered part of 
this Agreement, are solely for convenience of reference, and are not intended to
be full or accurate descriptions of the contents of any section or subsection.

     14.5  Successors and Assigns.  All of the terms, obligations and 
           ----------------------
provisions of this Agreement shall be binding upon and inure to the benefit of 
the parties hereto and their respective transferees, successors and assigns, but
rights under this Agreement may not be assigned and duties hereunder may not be 
delegated by either party without the written consent of the other, and any such
assignment or delegation shall be void and of no force or effect.

     14.6  Counterparts.  This Agreement may be executed in two or more 
           ------------
counterparts, all of which taken together shall constitute one instrument.

     14.7  Governing Law.  This Agreement shall be governed by federal law,
           ------------- 
including laws and regulations governing the operation of federal savings 
institutions. To the extent federal law is not applicable, the governing law 
applicable to this Agreement shall be the law of the State of California 
applicable to contracts made and to be performed within the State of California 
by residents of the State of California.

     14.8  Time is of the Essence.  Time is of the essence of this Agreement.
           ----------------------

     14.9  Attorney's Fees.  If any action at law or in equity, including an 
           ---------------
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover reasonable 
attorney's fees from the other party, which fees shall be in addition to any 
other relief which may be awarded.

                                     -48-

     14.10  Severability.  If any provision of this Agreement or the application
            ------------
of any such provision to any person or circumstance shall be held invalid, 
illegal or unenforceable in any respect by a court of competent jurisdiction, 
such provision shall be severed from this Agreement, and this Agreement shall 
continue in full force and effect without said provision;  provided, that no 
such severability shall be effective if it materially changes the economic 
benefit of this Agreement to either party.

     14.11  SAIF and BIF Fees.  The parties hereby agree that each shall use 
            -----------------
its best efforts to obtain all necessary regulatory approvals to consummate the 
transfer of Deposits as contemplated by this Agreement without the assessment of
exit and entrance fees by the FDIC, including, without limitation, approval 
pursuant to Section 5 (d) (3) of the FDIA.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be executed by their duly authorized officers as of the day and year first above
written.

FIDELITY FEDERAL BANK, FSB                   HOME SAVINGS OF AMERICA, FSB

By: /s/ signature to come                    By: /s/ signature to come
   ----------------------------------           --------------------------------
   Its: Executive Vice President                Its: Senior Vice President
        -----------------------------               ----------------------------

                                     -49-

 
                                   EXHIBIT A

                              BRANCHES OF SELLER

                       1.  "Agoura Hills Branch"
                           5613 Kanan Road
                           Agoura Hills, California

                       2.  16130 Ventura Boulevard
                           Encino, California

                       3.  "Fairfax Branch"
                           369 North Fairfax Avenue
                           Los Angeles, California

                       4.  73-040 El Paseo
                           Palm Desert, California
    
                       5.  "Rancho Park Branch"
                           10531 West Pico Boulevard
                           Los Angeles, California

                       6.  "Santa Monica Branch"
                           1231 Wilshire Boulevard
                           Santa Monica, California

                       7.  "Simi Valley Branch"
                           5775 E. Los Angeles Avenue
                           Simi Valley, California

                       8.  "Westwood Branch"
                           1460 Westwood Boulevard
                           Los Angeles, California

                       9.  "Woodland Hills Branch"
                           5441 Topanga Canyon Boulevard
                           Woodland Hills, California

                                      A-1

                                   EXHIBIT B

                         HOME SAVINGS OF AMERICA, FSB

                          FIDELITY FEDERAL BANK, FSB

                       PRELIMINARY SETTLEMENT STATEMENT
                       --------------------------------

     This Preliminary Settlement Statement is provided by Fidelity Federal Bank,
FSB ("Seller") pursuant to the terms of that certain Purchase of Assets and 
Liability Assumption Agreement dated as of July 19, 1994 by and between Home 
Savings of America, FSB and Seller (the "Agreement"). Unless otherwise defined, 
all capitalized terms used in this Preliminary Settlement Statement shall have 
the meanings attributed to them in the Agreement.

                          Calculation of Cash Payment
                          --------------------------- 

                                      I.

A.   Deposits (as reflected on updated
     Schedule 2.6)                                         $
                                                            ============

B.   Preliminary Purchase Price equals
     the sum of:

     Net Book Value of Personal Property
     as reflected on updated Schedule 2.7                  $
                                                            ------------

     Aggregate Principal Amount of Account
     Loans and Transaction Account Loans
     as reflected on updated Schedule 2.8                  $
                                                            ------------ 

     Cash on Hand as reflected on
     Schedule 1.4                                          $
                                                            ------------

     Deposit Premium (Core Deposits as
     reflected on updated Schedule 2.6
     ($_______) multiplied by 2.15%)                       $
                                                            ------------

     Preliminary Purchase Price                            $
                                                            ============

C.   Net Lease Deposits as calculated 
     pursuant to Section 10.2 of the
     Agreement                                             $
                                                            ============

D.   FDIC Insurance Premium as calculated
     pursuant to Section 10.2 of the 
     Agreement                                             $
                                                            ============

                                      B-1

E.   Net expenses, taxes, rental,
     charges, etc., to be prorated
     between the parties pursuant to
     Section 14.3 of the Agreement
     and not otherwise reflected
     herein (supporting documents
     attached)                                             $
                                                            ===========

F.   Advance Safe Deposit Rentals
     as calculated pursuant to
     Section 10.2 of the Agreement                         $
                                                            ===========

                                      II.

Deposits                                                   $
                                                            -----------

less Preliminary Purchase Price                            $
- - ----                                                        -----------

less Net Lease Deposits                                    $
- - ----                                                        -----------

less FDIC Insurance Premium                                $
- - ----                                                        -----------

less or plus net amount of expenses,
- - ----    ----                                               $
taxes, etc. prorated between the parties                     -----------

plus Advance Safe Deposit Rentals                          $
- - ----                                                        -----------

equals CASH PAYMENT                                        $
- - ------                                                      ===========

                                      B-2

 
                                   EXHIBIT C

                         LESSOR'S ESTOPPEL CERTIFICATE
                         -----------------------------

TO:  HOME SAVINGS OF AMERICA, FSB

RE:  Lease dated _________________ between ________________________
     ___________________________, as lessor ("Lessor") and Seller, as lessee
     ("Lessee"), as modified by agreements and documents dated
     _________________________ (said lease as so modified is hereinafter called
     the "Lease"), for certain premises ("Premises") located at
     _______________________________________, California.

          The undersigned, as Lessor under the Lease, hereby certifies that, as 
of the date hereof, the following is true and correct:

          1.   A complete and accurate copy of the Lease, including all riders, 
addenda and/or amendments is attached hereto.

          2.   The Lease is in full force and effect, and contains the entire 
agreement between Lessor and Lessee with respect to leasing of the Premises, 
without further modification, alteration or amendment.

          3.   There is and has been no default in the performance of the Lease 
by Lessee, nor, to the best of Lessor's knowledge, has any event occurred or 
condition arisen which, with the passage of time, or the giving of notice, or 
both, would constitute a default or breach by Lessee.

          4.   The Lease Term commenced ___________________________ and 
terminates ____________________________.

          5.   Rental and all other charges due under the Lease have been fully 
paid through __________________________.

          6.   The total base monthly rent currently paid by Lessee under the 
Lease is $____________.

          7.   The total Security Deposit currently held by Lessor, pursuant to 
the Lease, is $____________.

          8.   Lessee's pro rata share of all costs necessary for the operation 
and maintenance of the common areas, if any, is ______%. The current monthly 
payment due for Lessee's estimated pro rata share of such expenses is 
$_____________.

                                      C-1

 

 
          9.   The foregoing constitutes a complete list of all amounts payable
by Lessee to Lessor under the Lease.

          10.  Lessee has no options or rights of first refusal affecting the 
Lease or the Premises, except as fully reflected in the Lease.

          11.  [Home Savings to supply additional language clarifying the 
meaning of ambiguous provisions, etc. as necessary.]

          The undersigned acknowledges that Home Savings will rely upon this 
Certificate in assuming Lessee's rights and obligations under the Lease.

Dated _________________, 1994

                                       LESSOR:

                                       ______________________________

                                       By: __________________________

                                       Its: _________________________

                                      C-2

 

                                  EXHIBIT C-1

                         LESSEE'S ESTOPPEL CERTIFICATE
                         -----------------------------

TO: HOME SAVINGS OF AMERICA, FSB

RE: [Sublease] [Lease] dated ____________ between Fidelity Federal Bank, FSB, as
lessor ("Lessor") and ___________ as lessee ("Lessee"), as modified by 
agreements and documents dated ________ (said [sublease] [lease] as so modified 
is hereinafter called the "Lease"), for certain premises ("Premises") located at
_______________________, California.

      The undersigned, as Lessee under the Lease, hereby certifies that, as of 
the date hereof, the following is true and correct:

      1.  A complete and accurate copy of the Lease, including all riders, 
addenda and/or amendments is attached hereto.

      2.  The Lease is in full force and effect, and contains the entire 
agreement between Lessor and Lessee with respect to leasing of the Premises, 
without further modification, alteration or amendment.

      3.  There is and has been no default in the performance of the Lease by 
Lessor, nor, to the best of Lessee's knowledge, has any event occurred or 
condition arisen which, with the passage of time, or the giving of notice, or 
both, would constitute a default or breach by Lessor.

      4.  The Lease Term commenced ___________ and terminates __________.

      5.  Rental and all other charges due under the Lease have been fully paid 
through __________.

      6.  The total base monthly rent currently paid by Lessee under the Lease 
is $_________. There has been no prepayment of rent except as provided in the 
Lease.

      7.  The total Security Deposit currently held by Lessor, pursuant to the 
Lease, is $________.
      
      8.  Lessee has no options or rights of first refusal affecting the Lease 
or the Premises, except as fully reflected in the Lease.

                                     C-1-1

      9.  [Home Savings to supply additional language clarifying the meaning of 
ambiguous provisions, etc. as necessary.]

      The undersigned acknowledges that Home Savings will rely upon this 
Certificate in assuming Lessor's rights and obligations under the Lease.

Dated ___________, 1994

                                             LESSEE:

                                             ___________________________

                                             By: _______________________

                                             Its: ______________________

                                     C-1-2
 
                                   EXHIBIT D

                             CONSENT TO ASSIGNMENT
                             ---------------------

          The undersigned
                          --------------------------------------------------,
the current [lessor][lessee] ("Consenting Party") with respect to that certain 
[lease][sublease], dated                         between 
                        ------------------------,       --------------------
and Seller, as [lessee] [lessor] (hereinafter called the "Assignor"), as 
modified by agreements and documents dated                      (said
                                          ----------------------
[lease][sublease] as so modified is hereinafter called the "Lease") for premises
located at
          -------------------------------------------------------------------
(hereinafter called the "Premises"), does hereby consent to the assignment of
the Assignor's interest in the Lease and the Premises to HOME SAVINGS OF
AMERICA, FSB (hereinafter called the "Assignee"), provided such assignment is
effected pursuant to the terms of an Assignment and Assumption Agreement
substantially in the form attached as Exhibit A hereto.

          The undersigned further confirms that Assignee may replace Assignor's 
signage with comparable signage of the Assignee without further permission of 
the undersigned.

          [In consideration of the assignment of the Assignor's interest in the 
Lease and the premises to the Assignee and the Assignee's assumption of the 
obligations of the [lessee][lessor] under the Lease, the undersigned hereby 
releases the Assignor from all liability under the Lease accruing from and after
the effective date of the assignment.]*

          IN WITNESS WHEREOF, the undersigned has executed this Consent the     
      day or           , 1994.
- - ------       ----------

                                        [                     ]

                                        By: /s/ 
                                            ------------------------------
                                        Its:
                                            ------------------------------

* If any lessor objects to this bracketed provision, Seller shall delete it
from this Consent.

                                      D-1

 
                                   EXHIBIT E

                 LESSEE'S ASSIGNMENT AND ASSUMPTION AGREEMENT
                 --------------------------------------------

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, entered into this ____ day of 
____________, 1994, by and between Fidelity Federal Bank, FSB, having an office 
at ______________________________ (hereinafter called the "Assignor"), and Home 
Savings of America, FSB, having an office at 4900 Rivergrade Road, Irwindale, 
California 91706 (hereinafter called the "Assignee");

WITNESSETH:

     WHEREAS, by lease, dated ___________, 19__, _____________________, as 
lessor, leased to Assignor as lessee, certain premises located at 
__________________________________________ (hereinafter called the "Premises") 
for the term and upon the terms and conditions contained in said lease; and

     WHEREAS, said lease has heretofore been modified by amendments dated 
__________________________________________ (said lease as so modified is 
hereinafter called the "Lease"); and

     WHEREAS, Assignor and Assignee have entered into that certain Purchase of 
Assets and Liability Assumption Agreement dated ___________, 1994 (the 
"Agreement"), whereby Assignor has agreed to sell and Assignee has agreed to 
purchase certain of the assets of Assignor described therein and whereby 
Assignor has agreed to transfer and Assignee has agreed to assume certain of the
liabilities of Assignor described therein; and

     WHEREAS, Assignor desires to assign the Lease to Assignee and Assignee 
desires to accept said assignment and to assume the obligations of Assignor 
under the Lease, all upon the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and 
valuable consideration, the receipt whereof is hereby acknowledged, the parties 
agree as follows:

     1.  Assignor assigns to Assignee as of the close of business on 
______________, 1994 (the "Closing Date") all of the Assignor's right, title and
interest in and to the Lease and the Premises and all leasehold improvements and
fixtures installed or located therein, free and clear of any lien or 
encumbrance.

                                      E-1

     2.   Assignor warrants and represents to Assignee that Assignor has full 
power and authority to transfer to Assignee the lessee's interest in the Lease, 
the Premises and the leasehold improvements and fixtures in accordance with the 
terms of this Agreement; that Assignor is the sole owner of the lessee's 
interest therein; that the Lease is in full force and effect; that rent and the 
other obligations of the lessee under the Lease have been paid or performed by 
Assignor; that the Assignor is not in default under the Lease; and that no event
has occurred which with the passage of time will constitute a default under the 
Lease.

     3.   Assignee accepts as of the close of business on the Closing Date said
assignment of Assignor's interest in the Lease and assumes all of the
obligations of the lessee under the Lease arising on or after the close of
business on the Closing Date.

     4.   Assignor agrees to and does hereby indemnify and hold Assignee 
harmless from and against any loss, liability, damage, claims, demands, cost or 
expense, including reasonable attorneys' fees, arising out of or in connection 
with the obligations of the lessee under the Lease or the use and occupancy of 
the Premises prior to the close of business on the Closing Date.

     5.   Assignee agrees to and does hereby indemnify and hold Assignor 
harmless from and against any loss, liability, damage, claims, demands, cost or 
expense, including reasonable attorneys' fees, arising out of or in connection 
with the obligations of the lessee under the Lease or the use and occupancy of 
the Premises on or after the close of business on the Closing Date.

     6.   Should any action or proceeding, excluding arbitration, be commenced 
between the parties to this Assignment concerning this Assignment, or the rights
and duties of either in relation hereto, the party prevailing in such 
litigation shall be entitled, in addition to such other relief as may be granted
in the action or proceeding, to a reasonable sum as and for its attorneys' fees 
in such litigation which shall be determined by the court in such litigation or
in a separate action brought for that purpose.

                                      E-2

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed 
the day and year first above written.

                                       FIDELITY FEDERAL BANK, FSB

                                       BY: __________________________
                                            [NAME]
                                            [TITLE]

                                       [NOTARIAL ACKNOWLEDGMENT]

                                       HOME SAVINGS OF AMERICA, FSB

                                       BY: __________________________
                                            [NAME]
                                            [TITLE]

                                       [NOTARIAL ACKNOWLEDGMENT]

                                      E-3

                                  EXHIBIT E-1

                 LESSOR'S ASSIGNMENT AND ASSUMPTION AGREEMENT
                 --------------------------------------------

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, entered into this __ day of 
_____, 1994, by and between Fidelity Federal Bank, FSB, having an office at 
____________________ (hereinafter called the "Assignor"), and Home Savings of 
America, FSB, having an office at 4900 Rivergrade Road, Irwindale, California 
91706 (hereinafter called the "Assignee"):

WITNESSETH:

     WHEREAS, by lease, dated __________, 19__, Assignor, as lessor, leased to 
__________ as lessee, certain premises located at ____________________ 
________________ (hereinafter called the "Premises") for the term and upon the 
terms and conditions contained in said lease; and

     WHEREAS, said lease has heretofore been modified by amendments dated 
______________________________ (said lease as so modified is hereinafter called 
the "Lease"); and

     WHEREAS, Assignor and Assignee have entered into that certain Purchase of 
Assets and Liability Assumption Agreement dated __________, 1994 (the 
"Agreement"), whereby Assignor has agreed to sell and Assignee has agreed to 
purchase certain of the assets of Assignor described therein and whereby 
Assignor has agreed to transfer and Assignee has agreed to assume certain of the
liabilities of Assignor described therein; and

     WHEREAS, Assignor desires to assign the Lease to Assignee and Assignee 
desires to accept said assignment and to assume the obligations of Assignor 
under the Lease, all upon the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and 
valuable consideration, the receipt whereof is hereby acknowledged, the parties 
agree as follows:

     1.   Assignor assigns to Assignee as of the close of business on 
__________, 1994 (the "Closing Date") all of the Assignor's right, title and 
interest in and to the Lease and the Premises and all leasehold improvements and
fixtures installed or located therein, free and clear of any lien or 
encumbrance.

                                     E-1-1

     2.   Assignor warrants and represents to Assignee that Assignor has full 
power and authority to transfer to Assignee the lessor's interest in the Lease, 
the Premises and the leasehold improvements and fixtures in accordance with the 
terms of this Agreement; that Assignor is the sole owner of the lessor's 
interest therein; that the Lease is in full force and effect; that the 
obligations of the lessor under the Lease have been performed by Assignor; that 
the Assignor is not in default under the Lease; and that no event has occurred 
which with the passage of time will constitute a default under the Lease.

     3.   Assignee accepts as of the close of business on the Closing Date said 
assignment of Assignor's interest in the Lease and assumes all of the
obligations of the lessor under the Lease arising on or after the close of
business on the Closing Date.

     4.   Assignor agrees to and does hereby indemnify and hold Assignee
harmless from and against any loss, liability, damage, claims, demands, cost or
expense, including reasonable attorneys' fees, arising out of or in connection
with the obligations of the lessor under the Lease or the use and occupancy of
the Premises prior to the close of business on the Closing Date.

     5.   Assignee agrees to and does hereby indemnify and hold Assignor 
harmless from and against any loss, liability, damage, claims, demands, cost or 
expense, including reasonable attorneys' fees, arising out of or in connection 
with the obligations of the lessor under the Lease or the use and occupancy of 
the Premises on or after the close of business on the Closing Date.

     6.   Should any action or proceeding, excluding arbitration, be commenced 
between the parties to this Assignment concerning this Assignment, or the rights
and duties of either in relation hereto, the party prevailing in such litigation
shall be entitled, in addition to such other relief as may be granted in the 
action or proceeding, to a reasonable sum as and for its attorneys' fees in such
litigation which shall be determined by the court in such litigation or in a 
separate action brought for that purpose.

                                     E-1-2

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed the
day and year first above written.

                                       FIDELITY FEDERAL BANK, FSB

                                       BY:
                                          ----------------------------
                                          [NAME]
                                          [TITLE]

                                       [NOTARIAL ACKNOWLEDGMENT]

                                       HOME SAVINGS OF AMERICA, FSB

                                       BY:
                                          ----------------------------
                                          [NAME]
                                          [TITLE]

                                      [NOTARIAL ACKNOWLEDGMENT]

                                     E-1-3

 
                                   EXHIBIT F

                           TITLE INSURANCE COVERAGE
                           ------------------------

Branch Location                            Amount of Title Insurance
- - ---------------                            -------------------------
                                         
Rancho Park Branch                         $275,000 

                                      F-1

                                   EXHIBIT G

                          BILL OF SALE AND ASSIGNMENT
                          ---------------------------

     For good and valuable consideration, the receipt and adequacy of which are 
hereby acknowledged, Fidelity Federal Bank, FSB ("Seller") does hereby assign, 
grant, sell, transfer and deliver to HOME SAVINGS OF AMERICA, FSB ("Home 
Savings"), in accordance with the certain Purchase of Assets and Liability 
Assumption Agreement dated as of July 19, 1994 by and between Seller and Home 
Savings (the "Agreement"), all of Seller's right, title and interest in and to 
all of the Personal Property, Account Loans, Transaction Account Loans, Assumed 
Contracts, Safe Deposit Business, Records and all other Assets as and to the 
extent set forth in the Agreement. Unless otherwise defined herein, all 
capitalized terms used in this Bill of Sale and Assignment shall have the 
meanings attributed to them in the Agreement. Seller acknowledges that Home 
Savings does not assume and shall have no liability for any debts, liabilities 
or obligations of Seller of any kind whatsoever except as specifically set forth
in the Agreement or in any other writing executed by Home Savings.

     Seller does hereby covenant with Home Savings and its successors and
assigns that it is lawfully seized of the foregoing properties and assets, that
it holds the foregoing properties and assets free and clear of all liens,
claims, encumbrances, security interests, pledges, leases, equities, conditional
sales contracts, charges, restrictions and chattel mortgages of any kind
whatsoever, that it has good title to, and good and lawful authority to convey,
the foregoing properties and assets, and that it will protect and defend Home
Savings' right, title and interest in and to such properties and assets.

     This Bill of Sale and Assignment has been duly executed by Seller as of the
______  day of __________, 1994.

                                      FIDELITY FEDERAL BANK, FSB

                                      By: ___________________________
                                          [Name]
                                          [Title]

                                      G-1

                                   EXHIBIT H

                              GENERAL ASSIGNMENT
                              ------------------

     For good and valuable consideration, the receipt and adequacy of which are 
hereby acknowledged, Fidelity Federal Bank, FSB ("Seller") does hereby assign, 
grant, sell, transfer, convey and deliver to HOME SAVINGS OF AMERICA, FSB ("Home
Savings"), in accordance with that Purchase of Assets and Liability Assumption 
Agreement dated as of July 19, 1994 by and between Seller and Home Savings (the 
"Agreement"), all of Seller's right, title and interest in, under and to any and
all guaranties, warranties and other rights, whether express or implied, issued 
or made in connection with or related to the acquisition, development, 
construction, operation, maintenance and/or repair of the ____________________
Branches, the improvements or real property which are the subject of the 
______________________ Branches or the Branch Leases, or any portion thereof, or
any personal property located thereon or used in connection therewith, 
including, among other things, any warranty covering any machinery and any 
mechanical, electrical, HVAC or plumbing system used in the operation of the 
______________________ Branches.

     Unless otherwise defined herein, all capitalized terms used in this General
Assignment shall have the meanings attributed to them in the Agreement. This 
General Assignment has been duly executed by Seller as of ____________ __, 1994.

                                                 FIDELITY FEDERAL BANK, FSB

                                                 By:
                                                    ----------------------------
                                                    [Name]
                                                    [Title]

                                      H-1

 
                                   EXHIBIT I

                       CERTIFICATE OF NON-FOREIGN STATUS
                       ---------------------------------

     Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"),
and Section 18805 of the California Revenue and Taxation Code provide that a 
transferee of a U.S. real property interest must withhold tax if the transferor 
is a foreign person. To inform Home Savings of America, FSB, a federal savings 
bank ("Transferee"), that the withholding of taxes is not required upon the 
disposition of U.S. real property interests by Fidelity Federal Bank, FSB, a 
______________________________ ("Transferor"), the undersigned hereby certifies 
the following on behalf of Transferor;

     1.  Transferor is not a foreign corporation, foreign partnership, foreign 
trust, or foreign estate (as those terms are defined in the Code and the Income 
Tax Regulations promulgated thereunder);

     2.  Transferor's U.S. employer identification number is 
___________________________________; and

     3.  Transferor's office address is ____________________________________.

     Transferor understands that (i) this certificate may be disclosed to the 
Internal Revenue Service by Transferee, and that any false statement contained 
herein could be punished by fine, imprisonment, or both, and (ii) Transferee is 
relaying on this certificate in determining whether withholding is required upon
the transfer of certain real property interests situated in the County of 
Orange, California to Transferee by Transferor.

     Under penalties of perjury, I declare that I have examined this 
certification, and to the best of my knowledge and belief it is true, correct 
and complete, and I further declare that I have authority to sign this document 
on behalf of Transferor.

                                            TRANSFEROR

                                            FIDELITY FEDERAL BANK, FSB

                                            By: ____________________________

                                            Its: ___________________________

                                      I-1

 

                                   EXHIBIT J

                         OPINION OF COUNSEL TO SELLER
                         ----------------------------

     At the Closing Jeffer, Mangels, Butler & Marmaro, or such other counsel as 
is reasonably satisfactory to Home Savings, shall deliver an opinion 
substantially as to the following matters, subject to customary limitations and 
its reliance upon certificates of public officials and officers of Seller, as to
matters of fact, and opinions of counsel reasonably satisfactory to Home 
Savings, as to matters of law:

      1.  Seller is a California state chartered savings and loan association 
duly organized, validly existing, and in good standing under the laws of 
California, and it has the requisite corporate power and authority to execute, 
deliver and perform the Agreement. Seller is duly authorized to conduct a 
savings and loan business, is a member in good standing of the Federal Reserve 
Bank of San Francisco, and is duly authorized to operate each of the Branches.

      2.  The execution, delivery and performance of the Agreement and the 
consummation of the transactions contemplated thereby by Seller have been duly 
and validly authorized and approved by all requisite corporate action. The 
Agreement is a valid and binding obligation of Seller, enforceable in accordance
with its terms, except that the enforceability hereof may be subject to 
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or 
hereafter in effect relating to creditors' rights generally and the rights of 
creditors of federally chartered savings banks and that the remedy of specific 
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any 
proceedings therefor may be brought.

      3.  The execution and delivery of the Agreement and the consummation of 
the transactions contemplated thereby will not conflict with any of the 
provisions of the charter, bylaws or other governing instruments of Seller; or 
violate any applicable laws, orders or regulations; or, to the best knowledge of
such counsel, conflict with or result in a breach of any judgment, order, decree
or ruling to which Seller is a party, or by which it or any of its property is 
bound, or any injunction of any court or governmental authority to which it or 
any of its property is subject, or any material agreement to which it is a party
or by which any of its property is affected, or require the affirmative consent 
or approval of any governmental or nongovernmental third party (other than as 
expressly contemplated in the Agreement).

                                      J-1

      4.  To the best knowledge of such counsel, there are no actions, suits, 
claims, proceedings or investigations pending or threatened against Seller that 
(a) question the validity of or otherwise challenge the Agreement, (b) seek to 
restrain, enjoin or prevent the consummation of the transactions contemplated by
the Agreement, (c) might result in rescission of the Agreement or the 
transactions contemplated thereby, or (d) affect any of the Assets or 
Liabilities being transferred to Home Savings pursuant to the terms of the 
Agreement.

      5.  All applicable consents, approvals and authorizations of any federal 
or state governmental authority or agency required for the execution, delivery 
and performance by Seller of the Agreement and the consummation by it of the 
transactions contemplated thereby have been obtained, all applicable waiting 
periods have expired and all conditions in such approvals that are required to 
be satisfied prior to the Closing have been satisfied.

                        
                                J-2

                                   EXHIBIT K

                             ASSUMPTION AGREEMENT
                             --------------------

      FOR VALUE RECEIVED, HOME SAVINGS OF AMERICA, FSB ("Home Savings"), a 
federal savings bank, has executed and delivered this Assumption Agreement 
("Assumption Agreement") to Fidelity Federal Bank, FSB ("Seller"), a federal 
savings bank, pursuant to the terms of that certain Purchase of Assets and 
Liability Assumption Agreement dated as of the 14th day of July, 1994 
("Agreement"). Unless otherwise defined herein, all capitalized terms used in 
this Assumption Agreement shall have the meanings attributed to them in the 
Agreement.

      Home Savings hereby assumes all obligations of Seller arising after the 
close of business on the date hereof under the Account Loans, the Transaction 
Account Loans, the Safe Deposit Business and the Assumed Contracts. In addition,
with respect to the Deposits assumed pursuant to Section 1.2 of the Agreement, 
Home Savings hereby assumes and agrees to pay the liability of Seller to pay to 
each account holder whose account is included within the Deposits the principal 
amount of such account holder's deposits plus interest accrued thereon through 
the date hereof, to the extent such sums are included and reflected on final 
Schedule 2.6. Notwithstanding anything contained herein which may be or appear 
to be to the contrary, Home Savings does not hereby assume and shall have no 
liability for any debts, liabilities or obligations of Seller of whatsoever kind
or nature other than as specifically set forth herein.

      This Assumption Agreement shall not create in any third parties 
(including, but not limited to, deposit account holders or borrowers): (a) any 
rights or remedies against Home Savings which such parties did not have against 
Seller prior to the execution and delivery of this Assumption Agreement with 
respect to the debts, liabilities or obligations specifically assumed herein; or
(b) any claims against Home Savings with respect to any liability of Seller 
under the Account Loans, the Transaction Account Loans, the Assumed Contracts, 
or the Branch Leases arising on or prior to the close of business on the date 
hereof; or (c) any claims against Home Savings with respect to any account 
included within the Deposits, other than for payment of principal and accrued 
interest as of the close of business on the date hereof, to the extent such sums
are included and reflected in final Schedule 2.6; or (d) any claims against Home
Savings with respect to any deposit not fully and accurately reflected in 
Schedule 2.6; or (e) any claims against Home Savings with respect to the Account
Loans or the Transaction Account Loans, other than for the administration 
thereof after the date hereof.

                                      K-1

      IN WITNESS WHEREOF, Home Savings and Seller have caused this Assumption 
Agreement to be signed by their duly authorized officers as of the _____ day of 
_______, 1994.

FIDELITY FEDERAL BANK, FSB           HOME SAVINGS OF AMERICA, FSB

BY: ______________________           BY: ________________________
     [NAME]                                 [NAME]
     [TITLE]                                [TITLE] 

                                      K-2

                                   EXHIBIT L

                              RETIREMENT ACCOUNT
                              TRANSFER AGREEMENT
                              ------------------

     This Agreement (the "Transfer Agreement") is made between Fidelity Federal 
Bank, FSB, a federal savings bank ("Resigning Trustee") and Home Savings of 
America, FSB, a federal savings bank ("Successor Trustee"). Capitalized terms 
not defined herein shall have the meanings assigned to them in the Agreement.

                                   RECITALS
                                   --------

     A.  Resigning Trustee has served as trustee with respect to certain 
retirement accounts (collectively, the "Plans"), included within the Purchase of
Assets and Liability Assumption Agreement made and entered into as of the ______
day of __________, 1994 by and between Resigning Trustee and Successor Trustee 
(the "Agreement"), the funds of which are domiciled at the Branches (as defined 
in the Agreement).

     B.  Pursuant to the Agreement, Successor Trustee is acquiring from 
Resigning Trustee certain Deposits, including Deposits holding funds of the 
Plans.

     C.  In connection with the acquisition of such Deposits, Successor Trustee 
will succeed to the trusteeship of the Plans and become successor trustee in the
place Resigning Trustee.

     D.  The parties deem it necessary and advisable to execute this Transfer 
Agreement in order to describe the terms of transfer of the Plans and the duties
and responsibilities of the parties with regard thereto.

     E.  Execution of this Transfer Agreement is an element of the consideration
for the execution by the parties of the Agreement and a condition to closing
thereunder.

                              TRANSFER AGREEMENT
                              ------------------

     Now, therefore, in consideration of premises stated, above, the mutual 
promises contained herein and in the Agreement, and other good and valuable 
consideration, the receipt and sufficiency of which the parties hereby 
acknowledge, the parties hereby agree as follows:

     1.1  As of 5:00 p.m. on the Closing Date, or such other date and time as 
the parties may fix (the "Transfer Date"), the Resigning Trustee shall assign, 
transfer and deliver to the

                                      L-1

Successor Trustee as set forth in the Agreement, funds and Deposits, domiciled
in Resigning Trustee's Branches. Furthermore, at least thirty (30) days prior to
the Closing Date, the Resigning Trustee shall request the league to remove it as
trustee of the Plans it is transferring and appoint the Successor Trustee
effective as of the Transfer Date.

     1.2   At least thirty (30) days prior to the Transfer Date, Seller will
notify participants of its Plans of its resignation as trustee and appointment
of Home Savings as Successor Trustee; Home Savings shall follow with a letter to
participants of such plans accepting the successor trusteeship.

     1.3   After the Transfer Date, the Successor Trustee shall not accept any
new plans naming the Resigning Trustee as trustee, nor shall the Successor
Trustee use any advertising, materials, plan documents, or any other printed
matter referring to the Resigning Trustee as trustee of any retirement accounts.

     1.4   The Resigning Trustee shall prepare and file all required year-end
reports for all activity under the Plans transferred to Successor Trustee,
including but not limited to IRS form 1099R and IRS form 5498 for the portion of
the calendar year 1994 to and including the Transfer Date. The Successor Trustee
shall prepare and file such reports, where applicable, for the balance of the
calendar year 1994 and thereafter, so long as the Successor Trustee remains as
the trustee. It is further agreed that the Resigning Trustee and Successor
Trustee will each report their portion of withholding for such plans to the
appropriate state and federal agencies.

     1.5   In the event that the Resigning Trustee receives after the Transfer
Date, any documents, correspondence or other written materials relating to the
Plans transferred to Successor Trustee, the Resigning Trustee will promptly
forward such items to the Successor Trustee with a written explanation of such
items. The Resigning Trustee agrees to answer reasonable inquiries from the
Successor Trustee pertaining to the Plans and any pending transactions or items
received after the Transfer Date.

     1.6   The Resigning Trustee will waive any and all rights to collect the
trustee fee for 1994.

     1.7   On the Transfer Date the Resigning Trustee shall deliver to the
successor Trustee all original or legible certified copies of (i) all documents
executed by the depositors of the Plans to be transferred to Successor Trustee,
including but not limited to all adoption agreements, membership agreements,
plan amendments, and beneficiary forms, and (ii) all other records and
information necessary to allow the Successor

                                      L-2

Trustee to administer and conduct business with respect to such Plans.

          1.8  No later than the Transfer Date the Resigning Trustee agrees to 
provide the Successor Trustee, with a complete and up-to-date listing of:

               (a)  any and all participants of the Plans transferred to
               Successor Trustee that have reached age 70 1/2 by 1994, and prior
               year balances required for calculations of mandatory
               distributions;

               (b)  any or all Plans at Resigning Trustee's Branches receiving
               periodic distributions, the method of calculation for arriving at
               such amounts distributed, and copies of the approved distribution
               forms;

               (c)  any and all Plans on the Resigning Trustee's system on
               deposit at the Branches;

               (d)  any and all Plans at the Resigning Trustee's Branches
               currently not exempted from either federal tax withholding or
               state withholding, or both, and current filing status for each
               participant where withholding may apply; and

               (e)  any and all Plans at Resigning Trustee's Branches where the
               Plan participant has died, the date of death (if known) and a
               legible copy of the death certificate when available.

          1.9  The Resigning Trustee agrees that, prior to the Transfer Date, it
shall make any an all of the following payments or take any and all of the 
following actions, each as required to be made or taken prior to the Transfer 
Date:

               (a)  distribute all scheduled 1994 mandatory minimum distribution
                    payments;

               (b)  complete all scheduled or pending transfers; and

               (c)  distribute all scheduled periodic and non-periodic 
                    distributions.

          1.10 The Successor Trustee agrees to indemnify and hold harmless the 
Resigning Trustee from (i) any and all losses, costs (including reasonable 
attorney's fees), expenses, damages, liabilities, or penalties of every kind 
whatsoever that the Resigning Trustee, its affiliates, successors, directors,

                                      L-3

officers, employees, or agents may incur as a result of the Successor Trustee's 
failure to perform its obligations under this Transfer Agreement; and (ii) any 
penalties, taxes or other liabilities which might arise in the event any act or 
omission by the Successor Trustee results in disqualification of any Plan 
acquired from the Resigning Trustee.

     1.11 The Resigning Trustee agrees to indemnify and hold harmless the 
Successor Trustee, its affiliates and successors from any and all losses, costs 
(including reasonable attorney's fees), expenses, damages, liabilities, or 
penalties of every kind whatsoever that the Successor Trustee, its affiliates, 
successors, directors, officers, employees, or agents may incur as a result of 
any act, omission, or breach of fiduciary obligation by the Resigning Trustee 
prior to or on the Transfer Date or in fulfillment of its obligations under this
Transfer Agreement.

     1.12 If any action or proceeding is brought by either party against the 
other pertaining to or arising out of this Transfer Agreement, the final 
prevailing party shall be entitled to recover all costs and expenses, including 
reasonable attorney's fees, incurred on account of such action or proceeding.

     1.13 This Transfer Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which constitute one and the same 
instrument.

Executed this ____ day of __________________, 1994.

FIDELITY FEDERAL BANK, FSB                    HOME SAVINGS OF AMERICA, FSB

By: ____________________________              By: ____________________________ 

Its: ___________________________              Its: ___________________________ 

                                      L-4

 
                                   EXHIBIT M

                      OPINION OF COUNSEL TO HOME SAVINGS
                      __________________________________

(To be provided at the Closing by Munger, Tolles & Olson or such other counsel 
as is reasonably satisfactory to Seller, in substantially the following form:)

                                    [Date]

Fidelity Federal Bank, FSB

Ladies and Gentlemen:

     We have acted as counsel to Home Savings of America, FSB ("Home Savings"), 
a federal savings bank, in connection with the preparation of the Purchase of 
Assets and Liability Assumption Agreement by and between Home Savings and Seller
dated as of July 19, 1994, and the closing of the transactions described 
therein. This Opinion Letter is provided to you pursuant to Section 10.4(c) of 
the Agreement. Except as otherwise indicated herein, capitalized terms used in 
this Opinion Letter are defined in the Agreement or the Legal Opinion Accord 
(the "Accord") of the ABA Section of Business Law (1991), respectively. In the 
event of any inconsistency between the definition of any such term in the 
Agreement and the Accord, the definition set forth in the Accord shall govern.

     This Opinion Letter is governed by, and is to be interpreted in accordance 
with, the Accord. As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as 
more particularly described in the Accord, and this Opinion Letter is to be read
in conjunction therewith.

     This Opinion Letter is also governed by, and is to be interpreted in 
accordance with, the "California Provisions" as defined in the Business Law 
                                                               ------------
Section of the State Bar of California Report on the Third-Party Legal Opinion 
- - ------------------------------------------------------------------------------
Report of the ABA Section of Business Law (dated May 1992), and is therefore 
- - ----------------------------------------------------------
subject to a number of additional qualifications, exceptions, and 
understandings, all as more particularly described in the California Provisions,
and this Opinion Letter is to be read in conjunction therewith as well.

     The law covered by the opinions expressed herein is limited to the Federal 
Law of the United States and the Law of the State of California.

                                      M-1

     Based upon and subject to the foregoing, we are of the opinion that:

     1.   The Agreement is enforceable against Home Savings.

     2.   The execution and delivery by Home Savings of, and the performance by 
Home Savings of its agreement in, the Agreement, do not (i) violate any of the 
provisions of the Constituent Documents of Home Savings, or (ii) violate any 
applicable provisions of statutory law or regulation.

     3.   To our Actual Knowledge, all applicable and material consents, 
approvals and authorizations of any federal or state governmental authority or 
agency required for the execution and delivery by Home Savings of, and the 
performance of its agreements in, the Agreement, have been obtained, subject to 
the satisfaction of the conditions set forth in that certain letter dated 
__________, 1994 from the Office of Thrift Supervision to Home Savings that are 
required to be satisfied after the Closing.

      We hereby confirm to you that there is no action, suit or proceeding 
pending or overtly threatened in writing against Home Savings of which we have 
Actual Knowledge, before any court or arbitrator, or any governmental body, or 
agency, that (i) questions the validity of or otherwise challenges the Agreement
or seeks to restrain, enjoin or prevent the consummation of the transactions 
contemplated by the Agreement, or (ii) might result in rescission thereof.

                                      M-2

                                  EXHIBIT M-1

                                    [Date]

Fidelity Federal Bank, FSB

Ladies and Gentlemen:

     I am [Senior Counsel] for Home Savings of America, FSB ("Home Savings"). 
You have requested my opinion in connection with the Purchase of Assets and 
Liability Assumption Agreement by and between Home Savings and Seller dated as 
of July 19, 1994, and the closing of the transactions described therein. This 
Opinion Letter is provided to you pursuant to Section 10.4(c) of the Agreement.

     This Opinion Letter is governed by, and shall be interpreted in accordance 
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications, 
exceptions, definitions, limitations on coverage and other limitations, all as 
more particularly described in the Accord.

     This Opinion Letter is also governed by, and shall be interpreted in 
accordance with, the "California Provisions" as defined in the Business Law
                                                               ------------
Section of the State Bar of California Report on the Third-Party Legal
- - ----------------------------------------------------------------------
Opinion Report of the ABA Section of Business Law (dated May 1992), and is
- - ------------------------------------------------------------------
therefore subject to a number of additional qualifications, exceptions, and 
understandings, all as more particularly described in the California Provisions,
and this Opinion Letter should also be read in conjunction therewith.

     The law covered by the opinions expressed herein is limited to the Federal 
Law of the United States and the Law of the State of California. Except as 
otherwise indicated herein, capitalized terms used in this Opinion Letter are 
defined as set forth in the Agreement or the Accord.

     Based upon and subject to the foregoing, I am of the opinion that:

     To the Opinion Giver's Actual Knowledge, the execution and delivery by Home
Savings of, and performance of its agreements in, the Agreement and the 
instruments and documents it is responsible for delivering at Closing pursuant 
to Section 10.4

                                     M-1-3

 
of the Agreement, do not (i) breach or otherwise violate any existing obligation
of Home Savings under any Court Order, or (ii) breach, or result in a default 
under, any existing obligation of Home Savings under any material agreement to 
which it is a party or by which any of its property is bound.

                                     M-1-4

                                   EXHIBIT N

                          FIDELITY FEDERAL BANK, FSB
                     CHIEF FINANCIAL OFFICER'S CERTIFICATE
                     -------------------------------------

     The undersigned, _________________________. hereby certifies that [he/she] 
is the duly elected Chief Financial Officer of Fidelity Federal Bank, FSB 
("Seller"), a federal savings bank, and as such delivers this certificate 
pursuant to Section 10.5(a) of the Purchase of Assets and Liability Assumption 
Agreement (the "Agreement") dated as of July 19, 1994 by and between Seller and 
Home Savings of America, FSB ("Home Savings"), a federal savings bank, and 
further certifies that the final Schedules 2.6, 2.7, 2.8 and the final Schedule 
1.4(c) delivered this date are each true and correct as of the close of business
on the Closing Date.

     All capitalized terms not defined herein shall have the meanings ascribed 
to them in the Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this certificate the __ 
day of __________, 1994.

                                                   FIDELITY FEDERAL BANK, FSB

                                                   By:__________________________
                                                      [Name]
                                                      Chief Financial Officer

                                      N-1

                                   EXHIBIT O

                         HOME SAVINGS OF AMERICA, FSB

                          FIDELITY FEDERAL BANK, FSB

                          FINAL SETTLEMENT STATEMENT
                          --------------------------

     This Final Settlement Statement is provided by Fidelity Federal Bank, FSB 
("Seller") pursuant to the terms of that certain Purchase of Assets and 
Liability Assumption Agreement dated as of July 19, 1994 by and between Home 
Savings of America, FSB and Seller (the "Agreement").  Unless otherwise defined,
all capitalized terms used in this Final Settlement Statement shall have the 
meanings attributed to them in the Agreement.

                      Calculation of Final Purchase Price
                      -----------------------------------

                                      I.

A.  Deposits (as reflected on final 
    Schedule 2.6)                                          $
                                                            ===========

B.  Purchase Price equals the sum of:

       Net Book Value of Personal Property
       as reflected on final Schedule 2.7                  $
                                                            -----------

       Aggregate Principal Amount of Account
       Loans and Transaction Account Loans
       as reflected on final Schedule 2.8                  $
                                                            -----------

       Cash on Hand as reflected on final
       Schedule 1.4                                        $
                                                            -----------

       Deposit Premium (Core Deposits as 
       reflected on updated Schedule 2.6
       ($       ) multiplied by 2.15%)                     $
         -------                                            -----------

    Purchase Price                                         $
                                                            ===========

C.  Net Lease Deposits as calculated pursuant
    to Section 10.2 of the Agreement                       $
                                                            ===========

D.  FDIC Insurance Premium as calculated
    pursuant to Section 10.2 of the Agreement              $
                                                            ===========

E.  Net expenses, taxes, rental, charges etc.
    to be prorated between the parties pursuant
    to Section 14.3 of the Agreement and not 

                                      O-1

    otherwise reflected herein (supporting
    documents attached)                                    $
                                                            ===========

F.  Advance Safe Deposit Rentals as
    calculated pursuant to Section 10.2
    of the Agreement                                       $
                                                            ===========

                                      II.

Deposits                                                   $
                                                            -----------

less Purchase Price                                        $
- - ----                                                        -----------

less Net Lease Deposits                                    $
- - ----                                                        -----------

less FDIC Insurance Premium                                $
- - ----                                                        -----------

less or plus net amount of expenses, taxes, etc.
- - ----    ----
prorated between the parties                               $
                                                            -----------

plus Advance Safe Deposit Rentals                          $
- - ----                                                        -----------

equals Final Payment                                       $
- - ------                                                      ===========

Cash Payment (paid on Closing Date)                        $
                                                            ===========

                                     III.

Amount Final Payment exceeds Cash Payment                  $
                                                            -----------

plus interest as calculated pursuant to
- - ----
Section 10.5 (c) of the Agreement                          $
                                                            -----------

equals wire transfer amount to be paid to
- - ------
Home Savings by Seller                                     $
                                                            -----------

        OR
        --

Amount Cash Payment exceeds Final Payment                  $
                                                            -----------

plus interest as calculated pursuant to
- - ----
Section 10.5 (c) of the Agreement                          $
                                                            -----------

equals wire transfer amount to be paid to
- - ------
Seller by Home Savings                                     $
                                                            -----------

                                      O-2

                                                                   EXHIBIT 10.16

- - -------------------------------------------------------------------------------

                                CREDIT AGREEMENT

                                     among

                              CITADEL REALTY, INC.
                                 (as borrower)

                          CITADEL HOLDING CORPORATION
                                 (as guarantor)

                                      and

                               CRAIG CORPORATION
                                  (as lender)

                           dated as of August 2, 1994

- - -------------------------------------------------------------------------------

 
                               TABLE OF CONTENTS
                               -----------------

 
 
                                                              Page
                                                              ----
                                                        
SECTION 1.         DEFINITIONS.............................    1
 
SECTION 2.         AMOUNT AND TERMS OF LOAN COMMITMENT.....    7
     Section 2.1       Loans and Loan Commitment...........    7
     Section 2.2       Notice of Borrowing.................    7
     Section 2.3       Disbursement of Funds...............    7
     Section 2.4       Note................................    7
     Section 2.5       Interest............................    8
     Section 2.6       Term; Maturity Date; Acceleration...    8
     Section 2.7       Optional Prepayments................    9
     Section 2.8       Commitment Fee......................    9
     Section 2.9       Extension Fee.......................    9
     Section 2.10      Facility Fee........................    9
     Section 2.11      Expenses............................    9
     Section 2.12      Method and Place of Payment.........   10
 
SECTION 3.         CONDITIONS PRECEDENT....................   10
     Section 3.1       Conditions Precedent to Initial Loan   10
     Section 3.2       Conditions Precedent to All Loans...   11
 
SECTION 4.         REPRESENTATIONS AND WARRANTIES..........   12
     Section 4.1       Representations and Warranties of
                       the Company.........................   12
     Section 4.2       Representations and Warranties of
                       the Guarantor.......................   15
 
SECTION 5.         COVENANTS...............................   16
     Section 5.1       Affirmative Covenants of the
                       Company.............................   16
     Section 5.2       Negative Covenants of the Company...   18
 
SECTION 6.         EVENTS OF DEFAULT.......................   19
     Section 6.1       Events of Default...................   19
     Section 6.2       Rights and Remedies.................   21
 
SECTION 7.         MISCELLANEOUS...........................   22
     Section 7.1       Costs and Expenses..................   22
     Section 7.2       Indemnification.....................   22
     Section 7.3       Notices.............................   23
     Section 7.4       Successors and Assigns..............   23
     Section 7.5       Amendments and Waivers..............   23
     Section 7.6       No Waiver; Remedies Cumulative......   23
     Section 7.7       Governing Law and Consent to
                       Jurisdiction; Waiver of Jury Trial..   24
     Section 7.8       Counterparts........................   25
     Section 7.9       Headings Descriptive................   25
     Section 7.10      Severability........................   25

                                       i

SCHEDULES

     1 -     Description of Real Property
     2 -     Schedule of Certain Liens

EXHIBITS

     A -     Promissory Note
     B -     Guaranty
     C -     Pledge Agreement
     D -     Option Agreement

     This Credit Agreement is made as of the 2nd day of August 1994 among
Citadel Realty, Inc., a Delaware corporation (the "Company"), Citadel Holding
Corporation, a Delaware corporation (the "Guarantor"), and Craig Corporation, a
Delaware corporation ("Craig").

SECTION 1.   DEFINITIONS
             -----------

     As used in this Agreement, the following terms shall have the meanings
specified unless the context otherwise requires:

     "Agreement" shall mean this Credit Agreement as the same may from time to
time hereafter be modified, supplemented or amended as provided herein.

     "Bankruptcy Code" shall mean Title 11 of the United States Code entitled
"Bankruptcy," as amended from time to time, and any successor statute or
statutes.

     "Borrowing" shall have the meaning provided in Section 2.2.

     "Business Day" shall mean any day excluding Saturday, Sunday and any day
which shall be in Los Angeles, California, a legal holiday or a day on which
commercial banking institutions are authorized or required by law or other
government actions to close.

     "Change in Control" shall  mean a Company Change in Control or a Guarantor
Change in Control.

     "Company Change in Control" shall mean (i) a consolidation or merger of the
Company other than a consolidation or merger in which the Guarantor, Craig and
their respective affiliates together own, directly or indirectly, immediately
thereafter shares of the capital stock of the surviving entity which represent
at least 50% of the voting power in such entity (or which possess less than 50%
of such voting power but more than any other "person" as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended);
(ii) a sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all the assets of the Company
other than a sale, lease, exchange or other transfer to the Guarantor, Craig or
an affiliate of Craig, (iii) any liquidation or dissolution of the Company, or
(iv) any other transaction following which the Guarantor, Craig and their
respective affiliates together cease to own, directly or indirectly, shares of
capital stock of the Company which represent at least 50% of the voting power of
the outstanding capital stock of the Company entitled to vote for the election
of members of the Board of Directors of the Company.

                                       1

     "Guarantor Change in Control" shall mean (i) a consolidation or merger of
the Guarantor other than a consolidation or merger in which the stockholders of
the Guarantor immediately prior to the merger or consolidation receive
securities of the surviving entity in direct proportion to their relative
holdings of capital stock of the Guarantor and own, directly or indirectly,
immediately thereafter shares of the capital stock of the surviving entity which
represent at least 50% of the voting power in such entity; (ii) a sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Guarantor other than
a sale, lease, exchange or other transfer to Craig or an affiliate of Craig,
(iii) any liquidation or dissolution of the Guarantor, (iv) any transaction
which results in any Person (other than Craig or its affiliates) becoming an
"interested stockholder" of the Guarantor within the meaning of Section 203 of
the Delaware General Corporation Law, or (v) any event (other than an event
within Craig's control) following which a majority of the Board of Directors of
the Guarantor consists of individuals other than individuals who are either
directors of the Guarantor immediately following the transactions contemplated
by this Agreement, nominees of such directors or nominees of such nominees.

     "Closing Date" shall mean the date on which the initial Loan is advanced
hereunder.

     "Company" shall have the meaning provided in the first paragraph of this
Agreement.

     "Company Cash Flow" shall mean, for any period, the net income (or loss) of
the Company after deduction of all expenses, taxes, extraordinary gains and
other proper charges, plus interest expense, income taxes, depreciation and
amortization, all as determined in conformity with GAAP.

     "Company Net Worth" shall mean the total assets less the total liabilities
of the Company determined in conformity with GAAP.

     "Company Tangible Net Worth" shall mean the Company Net Worth less the book
value of all assets of the Company which constitute intangibles determined in
conformity with GAAP, provided, that for purposes of Section 5.1(c), the fair
market value of the Real Property and other assets of the Company as determined
by the most recent independent appraisal shall be used in such determination in
lieu of the book value of such assets.

     "Craig" shall have the meaning provided in the first paragraph hereof.

                                       2

     "Default" shall mean any event, act or condition which would become an
Event of Default with the giving of notice or after the lapse of time, or both.

     "Default Rate" shall have the meaning provided in Section 2.5(b).

     "Environmental Laws" shall mean all federal and state laws and regulations
relating to pollution or to the emission, discharge or release into the
environment of chemicals, wastes or other substances having the potential to
adversely affect human health or the environment.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time.

     "ERISA Affiliate" shall mean any Person which is treated as a single
employer with the Company under Sections 414(b) and (c) of the Internal Revenue
Code of 1986, as amended.

     "Event of Default" shall have the meaning provided in Section 6.

     "Federal Reserve Board" shall mean the Board of Governors of the Federal
Reserve System as constituted from time to time.

     "GAAP" shall mean United States generally accepted accounting principles as
in effect from time to time.

     "Guaranty" shall mean the Guaranty executed by the Guarantor in favor of
Craig substantially in the form of Exhibit B.
                                   --------- 

     "Guarantor" shall have the meaning provided in the first paragraph hereof.

     "Guarantor Consolidated Tangible Net Worth" shall mean the total assets
less the total liabilities of the Guarantor and its Subsidiaries on a
consolidated basis determined in conformity with GAAP, less the book value of
all assets of the Guarantor and its Subsidiaries on a consolidated basis which
constitute intangibles determined in conformity with GAAP.

     "Indebtedness" shall mean all obligations, contingent and otherwise, which
in conformity with GAAP should be classified upon the obligor's balance sheet as
liabilities, or to which reference should be made by footnotes thereto,
including, without limitation, in any event and whether or not so classified
(but only to the extent classified as a liability or referred to in a footnote
in conformity with GAAP):  (i) all debt and similar monetary obligations,
whether direct or indirect; (ii) all liabilities secured by any Lien existing on

                                       3

property owned or acquired subject thereto, whether or not the liability secured
thereby shall have been assumed; and (iii) all guarantees, endorsements and
other contingent obligations whether direct or indirect in respect of
Indebtedness of others, including any obligation to supply funds to or in any
manner to invest in, directly or indirectly, the debtor, to purchase
Indebtedness, or to assure the owner of Indebtedness against loss, through an
agreement to purchase goods, supplies, or services for the purpose of enabling
the debtor to make payment of the Indebtedness held by such owner or otherwise,
and the obligations to reimburse the issuer of any letters of credit.

     "Indemnified Parties" shall have the meaning provided in Section 7.2.

     "Interest Payment Date" shall mean the last day of each calendar month and
the Maturity Date.

     "Investment" shall mean, as applied to any Person, any direct or indirect
purchase or other acquisition of, or beneficial interest in, stock or other
securities (debt or equity) of any other Person or any direct or indirect loan
advance or capital contribution to any Person other than a Subsidiary.

     "Lien" shall mean any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest).

     "Loan Commitment" shall have the meaning provided in Section 2.1.

     "Loan Documents" shall mean this Agreement, the Note, the Guaranty, the
Pledge Agreement and all documents and instruments delivered hereunder or
thereunder by the Company and the Guarantor.

     "Loans" shall have the meaning provided in Section 2.1.

     "Material Adverse Effect" shall mean a material adverse effect upon (i) any
of the Real Property, (ii) the business, operations, properties, assets,
prospects or condition (financial or otherwise) of the Company or of the
Guarantor and its Subsidiaries, taken as a whole, or (iii) the ability of the
Company to perform, or of Craig to enforce, any of the Obligations.  As used
herein, an act or event shall be deemed to "materially adversely affect" or
"materially impair" something only if it would have a Material Adverse Effect.

                                       4

     "Maturity Date" shall have the meaning provided in Section 2.6.

     "Note" shall have the meaning provided in Section 2.4.

     "Notice of Borrowing" shall have the meaning provided in Section 2.2.

     "Obligations" shall mean all indebtedness, obligations and liabilities of
the Company to Craig, individually or collectively, existing on the date of this
Agreement or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Agreement or in respect of Loans made and the Note or other
instruments at any time evidencing any thereof.

     "Option Agreement" shall mean an option agreement executed by Fidelity
Federal Bank FSB in favor of the Guarantor substantially in the form of Exhibit
                                                                        -------
D entitling the Guarantor to purchase the real properties described therein for
- - -                                                                              
the purchase price set forth therein.

     "Permitted Liens" shall mean Liens in favor of Craig and the following
Liens: (i) Liens in favor of Fidelity Federal Bank FSB to the extent they secure
not more than $14,000,000 principal amount of Indebtedness of the Company or any
other Person to Fidelity Federal Bank; (ii) Liens for taxes, assessments or
governmental charges or claims the payment of which is not, at the time, due;
(iii) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics and materialmen and other Liens imposed by law incurred in the
ordinary course of business for sums not yet delinquent or being contested in
good faith, if a reserve or other appropriate provision, as required by GAAP,
has been made therefor; (iv) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the performance of
tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, trade contracts and performance bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money); (v)
any attachment or judgment Lien not constituting a Default or Event of Default;
(vi) easements, rights-of-way, restrictions, minor defects, encroachments or
irregularities in title and other similar charges or encumbrances not materially
interfering with the ordinary conduct of the business of the Company, including
without limitation, such matters as are reflected in the title policies issued
or to be issued with respect to the Real Property by Chicago Title Company on or
before the Closing Date; (vii) Liens in existence on or arising after the date
hereof to the extent they secure

                                       5

Indebtedness described on Schedule 2 and as approved by Craig; (viii) Liens
                          ----------                                       
arising after the Closing Date and securing Indebtedness incurred in connection
with the acquisition of assets, provided that such Liens extend only to the
assets so acquired; and (ix) other Liens with respect to obligations incurred or
arising after the Closing Date which do not in the aggregate exceed $100,000.

     "Person" shall mean an individual or a partnership, trust, corporation,
limited liability company, business trust, joint stock company, unincorporated
association, joint venture or other entity of whatever nature.

     "Pledge Agreement" shall mean the Pledge Agreement executed by the
Guarantor in favor of Craig substantially in the form of Exhibit C with respect
                                                         ---------             
to all issued and outstanding shares of capital stock of the Company.

     "Pledged Shares" shall mean, collectively, the "Pledged Shares" as defined
in the Pledge Agreement.

     "Prime Rate" shall mean the rate of interest per annum published from time
to time in the Wall Street Journal, Western Edition, as the prime or base rate
               -------------------  ---------------                           
paid on corporate loans as quoted by at least 75% of the 30 largest banks in the
United States, provided, that if the Wall Street Journal, Western Edition,
                                     -------------------  --------------- 
discontinues publishing such rate, the rate published from time to time by Bank
of America NT&SA as its reference rate.  Each change in the Prime Rate is to be
effective hereunder as of the opening of business on the day such change is
published.

     "Real Property" shall mean the real properties owned or acquired by the
Company on the Closing Date as more particularly described on Schedule 1 hereto.
                                                              ----------        

     "Restricted Payment" shall mean any dividend, direct or indirect, on
account of any shares of any class of stock now or hereafter outstanding, except
a dividend payable solely in shares of that class of stock to the holders of
that class; any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of stock now or hereafter outstanding; and any payment made to retire,
or to obtain the surrender of, any outstanding warrants, options or other rights
to acquire shares of any class of stock now or hereafter outstanding.

     "Subsidiary" shall mean, with respect to any Person, any corporation,
association, trust or other business entity of which such Person shall at any
time own directly or indirectly at least a majority of the outstanding capital
stock or other interests entitled to vote generally.

                                       6

 SECTION 2.  AMOUNT AND TERMS OF LOAN COMMITMENT
             -----------------------------------

     Section 2.1   Loans and Loan Commitment.  Subject to and upon the terms and
                   -------------------------                                    
conditions herein set forth, Craig agrees, at any time and from time to time on
and after the Closing Date and prior to the Maturity Date, to make loans
(collectively, "Loans") to the Company in an aggregate principal amount of
$8,200,000 (the "Loan Commitment").  Loans may be voluntarily prepaid pursuant
to Section 2.7, and any amount so prepaid may not be reborrowed.  The Loan
Commitment shall expire, and each Loan shall mature on, the Maturity Date,
without further action on the part of Craig.

     Section 2.2   Notice of Borrowing.  Whenever the Company desires to borrow
                   -------------------                                         
(a "Borrowing") a Loan hereunder, it shall give Craig notice (a "Notice of
Borrowing"), which shall specify (i) the amount of the proposed Borrowing, and
(ii) a date not less than five Business Days after Craig's receipt of such
Notice of Borrowing on which the requested Loan is to be made.

     Section 2.3   Disbursement of Funds.  Subject to the conditions set forth
                   ---------------------                                      
in Section 3, on the date specified in each Notice of Borrowing complying with
Section 2.2 Craig will make the Loan requested to be made on such date in United
States dollars and immediately available funds by wire transfer to an account to
be designated by the Company for such purpose.

     Section 2.4   Note.  The Loans shall be evidenced by the promissory note of
                   ----                                                         
the Company (the "Note") in substantially the form of Exhibit A, representing
                                                      ---------              
the obligation of the Company to pay the Loan Commitment or, if less, the
aggregate unpaid principal amount of all Loans made by Craig hereunder, plus
interest accrued thereon, as set forth below.  The Company irrevocably
authorizes Craig to make or cause to be made, in connection with any Loan or at
the time of receipt of any payment of principal on the Note, an appropriate
notation on Craig's records reflecting the making of such Loan or the receipt of
such payment, as the case may be.  At the Company's request, Craig shall
promptly deliver to the Company a copy of such records, and unless the Company
shall promptly thereafter notify Craig of an error in such records, the
outstanding amount of the Loans set forth on Craig's records shall be prima
facie evidence of the principal amount thereof owing and unpaid to Craig, but
the failure to record, or any error in so recording, any such amount shall not
limit or otherwise affect the obligations of the Company hereunder or under the
Note to make payments of principal of or interest on the Note when due.

                                       7

     Section 2.5   Interest.
                   -------- 

          (a) The Company agrees to pay interest on the unpaid principal amount
of each Loan from the date of the making of such Loan until such Loan shall be
paid in full at a rate equal to the sum of 3% per annum plus the Prime Rate in
effect from time to time, such interest to be computed on the basis of a 365-day
year of actual-day months.  Interest with respect to each Loan shall be payable
in arrears on each Interest Payment Date.

          (b) In the event that, and for so long as, any Event of Default shall
have occurred and be continuing, the outstanding principal amount of all Loans
and, to the extent permitted by law, overdue interest in respect of all Loans,
shall bear interest at a rate per annum (the "Default Rate") equal to the sum of
4.5% per annum plus the Prime Rate in effect from time to time.

          (c) Notwithstanding any other term of this Agreement or the Note or
any other document referred to herein or therein, the maximum amount of interest
which may be charged to or collected from any Person liable hereunder or under
the Note by Craig shall be absolutely limited to, and shall in no event exceed,
the maximum amount of interest which could lawfully be charged or collected
under applicable law, so that the maximum of all amounts constituting interest
under applicable law, howsoever computed, shall never exceed as to any Person
liable therefor such lawful maximum, and any term of this Agreement, the Note or
any other document referred to herein or therein which could be construed as
providing for interest in excess of such lawful maximum shall be and hereby is
made expressly subject to and modified by the provisions of this paragraph.

     Section 2.6   Term; Maturity Date; Acceleration.
                   --------------------------------- 

          (a) The term of the Loan Commitment and all Loans shall expire on the
first anniversary of the Closing Date.  So long as no Material Adverse Event
shall have occurred since the Closing Date and no Default shall have occurred
and be continuing, however, and subject to the payment of the extension fee
provided for in Section 2.9, the Company shall be entitled to extend the term of
the Loan Commitment and the Loans for a period of up to six months following
first anniversary of the Closing Date upon written notice to Craig on or before
the date 90 days prior to the first anniversary of the Closing Date.  The first
anniversary of the Closing Date, or the date of the last day of any extended
term of the Loans as aforesaid, is referred to herein as the "Maturity Date."
The aggregate principal amount of the Loans outstanding, together with interest
accrued thereon, shall be due and payable in full on the Maturity Date.

                                       8

          (b) The provisions of paragraph (a) above notwithstanding, in the
event of and upon the consummation of a Change in Control, at Craig's option,
the Loan Commitment shall immediately terminate, without any notice or other
action on the part of Craig, and the unpaid principal amount of and all accrued
interest on the Loans and any and all other Obligations shall become immediately
due and payable in full and shall be paid by the Company.

     Section 2.7   Optional Prepayments.  The Company shall have the right to
                   --------------------                                      
prepay the Loans, in whole or from time to time in part, without premium or
penalty, including without limitation, in connection with any permitted sales of
the Real Property as provided in Section 5.2(e).

     Section 2.8   Commitment Fee.  The Company shall pay Craig on the Closing
                   --------------                                             
Date a commitment fee of $205,000.

     Section 2.9   Extension Fee.  The Company shall pay Craig an extension fee
                   -------------                                               
of $82,000 in connection with and as a condition to an election by the Company
to extend the term of the Loans as provided in Section 2.6(a), of which $41,000
shall be paid concurrently with the Company's notice to Craig of such election
and $41,000 shall be paid on or before the first anniversary of the Closing
Date.

     Section 2.10  Facility Fee.  The Company shall pay Craig a facility fee at
                   ------------                                                
the rate of 0.5% per annum on the unused portion of the Loan Commitment during
each calendar month or portion thereof from the Closing Date to the Maturity
Date, which shall be payable in arrears on the first day of each calendar month
for the immediately preceding month, with the final payment on the Maturity
Date.

     Section 2.11  Expenses.  The Guarantor shall pay or reimburse Craig for all
                   --------                                                     
reasonable out-of-pocket costs and expenses, including reasonable attorneys'
fees and disbursements not to exceed $100,000 in the aggregate, incurred or to
be incurred by Craig in connection with the preparation of this Agreement and
the other Loan Agreements, the making of all Loans hereunder and monitoring the
Loan Commitment and the Loans hereunder.  Craig acknowledges receipt from the
Guarantor of a $25,000 advance against such expenses.  The Guarantor agrees to
promptly replenish such $25,000 advance upon Craig furnishing the Guarantor with
reasonable documentation of such expenses.  This provision is exclusive of the
Company's obligations under Section 7.1 to pay any costs of enforcement or
collection and certain other costs that may be incurred by Craig.

                                       9

     Section 2.12  Method and Place of Payment.  All payments and prepayments
                   ---------------------------                               
under this Agreement and the Note shall be made to Craig when due hereunder in
United States dollars in immediately available funds by certified or cashier's
check or wire transfer to an account of Craig to be designated by it for this
purpose.  Whenever any payment to be made hereunder or under the  Note shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension.  All payments made by the Company hereunder and under the Note
shall be made irrespective of, and without any reduction for, any setoff or
counterclaim.

SECTION 3.   CONDITIONS PRECEDENT
             --------------------

     Section 3.1   Conditions Precedent to Initial Loan.  The obligation of
                   ------------------------------------                    
Craig to make the initial Loan is subject to the satisfaction of Craig on the
Closing Date of the following conditions precedent:

          (a) Craig shall have received executed copies of this Agreement and
all other Loan Documents.

          (b) Craig shall have received the Certificate of Incorporation of the
Company, as amended, modified or supplemented to the Closing Date, certified to
be true, correct and complete by the Secretary of State of Delaware as of a
recent date, together with a good standing certificate from such Secretary of
State and a good standing certificate from the Secretary of State of California
and the Secretary of State (or other appropriate officer) of each other State in
which the Company is required to be qualified to transact business, each to be
dated as of a recent date prior to the Closing Date.

          (c) Craig shall have received a certificate of the Secretary or
Assistant Secretary of the Company dated the Closing Date certifying as to (i)
the names and true signatures of the incumbent officers of the Company
authorized to sign the Loan Documents, (ii) the By-Laws of the Company as in
effect on the Closing Date, (iii) the resolutions of the Board of Directors of
the Company approving and authorizing the execution, delivery and performance of
all Loan Documents to which it is a party, and (iv) that there have been no
changes in the Certificate of Incorporation, the By-Laws or such resolutions of
the Company.

          (d) Craig shall have received an opinion satisfactory to it of in-
house counsel dated the Closing Date with respect to such legal matters as Craig
may request.

                                       10

             (e) Craig shall have received the stock certificates evidencing the
Pledged Shares, accompanied by irrevocable undated stock powers duly endorsed in
blank, all in form and substance satisfactory to Craig.

             (f) Craig shall have been paid all fees and expenses to be paid
under this Agreement on or before the Closing Date.

             (g) The Office of Thrift Supervision shall have approved the
elimination of the net worth maintenance provision in the Guarantor's
authorization to become a Savings and Loan Association Holding Company and the
grant of the Option Agreement by Fidelity Federal Bank FSB to the Guarantor.

             (h) The Guarantor and the Company shall have not more than
$28,000,000 of Indebtedness in the aggregate.

             (i) The Option Agreement shall have been granted to the Guarantor
and shall have been duly sold, assigned, transferred and conveyed by the
Guarantor to the Company.

     Section 3.2   Conditions Precedent to All Loans.  The obligation of Craig
                   ---------------------------------                          
to make the initial Loan to be made on the Closing Date and each other Loan
hereunder is subject to the satisfaction of Craig on the date such Loan is made
of the following conditions precedent:

             (a) The representations and warranties of the Company and the
Guarantor contained herein and in the other Loan Documents shall be true and
correct in all material respects on such date, both before and after giving
effect to the making of such Loan, as if made on such date.

             (b) The Real Property shall have a book value determined in
conformity with GAAP of not less than $18,500,000.

             (c) The Consolidated Guarantor Tangible Net Worth shall be not less
than $14,000,000.

             (d) No Change in Control shall have occurred since the Closing
Date.

             (e) No Default or Event of Default shall have occurred and be
continuing on such date either before or after giving effect to the making of
such Loan.

             (f) No event shall have occurred since the Closing Date which had
or will have a Material Adverse Effect.

                                       11

             (g) Craig shall have received on a timely basis a Notice of
Borrowing in respect of the Loan to be made on such date.

             (h) Craig shall have received such evidence of the satisfaction of
the applicable conditions set forth in this Section 3 and such other documents
and instruments as it may request.

The Company's acceptance of the proceeds of each Loan shall constitute a
representation and warranty by the Company to Craig that all of the conditions
required to be satisfied under this Section 3 in connection with the making of
such Loan have been satisfied.

SECTION 4.   REPRESENTATIONS AND WARRANTIES
             ------------------------------

     Section 4.1  Representations and Warranties of the Company.  In order to
     ----------------------------------------------------------              
induce Craig to enter into this Agreement and to make the Loans, as of the date
of this Agreement the Company makes the following representations and
warranties, which shall survive the execution and delivery of this Agreement and
the  Note and the making of the Loans:

          (a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of Delaware.  The Company has the requisite
corporate power and authority to own the Real Property and its other assets and
to transact the business in which it is engaged and proposes to engage and is
duly qualified and authorized to do business and is in good standing as a
foreign corporation in California and in every other jurisdiction in which it
owns or leases Real Property or in which the nature of its business requires it
to be so qualified, except where the failure to so qualify, individually or in
the aggregate, would not have a Material Adverse Effect.

          (b) The Company has the requisite corporate power and authority to
execute, deliver and carry out the terms and provisions of each of the Loan
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of such Loan Documents.
The Company has duly executed and delivered each Loan Document to which it is a
party and each such Loan Document constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except in each case as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

                                       12

          (c) Neither the execution, delivery or performance by the Company of
the Loan Documents to which it is a party, nor compliance by it with the terms
and provisions thereof nor the consummation of the transactions contemplated
thereby, (i) will contravene any applicable provision of any law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality or (ii) will conflict or be inconsistent with or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose), any Lien upon any of the Real Property or the
assets of the Company pursuant to the terms of any indenture, mortgage, deed of
trust, agreement or other instrument to which the Company is a party or by which
it or any of the Real Property or its other assets is bound or to which the
Company or any of the Real Property or its other assets may be subject, or (iii)
will violate any provision of the Certificate of Incorporation or the By-Laws of
the Company.

          (d) The execution, delivery and performance by the Company of the Loan
Documents and the transactions contemplated hereby and thereby do not require
any approval or consent of, or filing with, any governmental agency or authority
other than those already obtained.

          (e) The Company has, or will have as of the Closing Date, good,
sufficient and legal title to the Real Property and all of its other assets,
including without limitation, the Option Agreement, free and clear of all Liens
other than Permitted Liens.

          (f) There are no actions, suits, proceedings or investigations of any
kind pending or, to the best of the Company's knowledge, threatened against the
Company before any court, tribunal or administrative agency or board which, if
adversely determined, would, either in any case or in the aggregate, materially
adversely affect the Real Property or the business of the Company, or materially
impair the right of the Company to carry on business substantially as conducted
and proposed to be conducted, or result in any material liability not adequately
covered by insurance or for which adequate reserves are not maintained on the
balance sheet of the Company, or which question the validity of any of the Loan
Documents or any action taken or to be taken pursuant hereto or thereto.

          (g) The Company has made or filed all federal and state income and all
other tax returns, reports and declarations, if any, required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company has set aside on its books provisions reasonably adequate for the
payment of all unpaid and unreported taxes); and has paid all

                                       13

taxes and other governmental assessments and charges that are material in
amount, if any, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith.  There are no unpaid
taxes in any material amount claimed to be due from the Company by the taxing
authority of any jurisdiction.

          (h) No Default or Event of Default has occurred and is continuing.

          (i) Except with respect to Permitted Liens, there is no financing
statement, security agreement, chattel mortgage, real estate mortgage or other
document filed or recorded with any filing records, registry, or other public
office, which purports to cover, affect or give notice of any present or
possible future Lien on any Real Property or other assets of the Company or
rights thereunder.

          (j) The Company does not and has never maintained any "employee
benefit plan" within the meaning of ERISA and is not and has never been a
sponsor of, or contributor to, a "guaranteed pension plan" within the meaning of
ERISA.  Neither the Company nor any ERISA Affiliate has incurred any material
liability (including secondary liability) to any "multiemployer plan" within the
meaning of ERISA as a result of a complete or partial withdrawal from such
multiemployer plan under (S) 4201 of ERISA or as a result of a sale of assets
described in (S) 4204 of ERISA.  Neither the Company nor any ERISA Affiliate has
been notified that any multiemployer plan is in reorganization or is insolvent
under and within the meaning of (S) 4241 or (S) 4245 of ERISA or that any
multiemployer plan intends to terminate or has been terminated under (S) 4041A
of ERISA.

          (k) No proceeds of the Loans shall be used in any way that will
violate Regulations G, T, U or X of the Federal Reserve Board.

          (l) To the best of the Company's knowledge, neither the Company nor
any operator of the Real Property is in violation, or alleged violation, of any
judgment, decree, order, law, license, rule or regulation pertaining to
environmental matters, including without limitation, those arising under
Environmental Laws, which violation could have a Material Adverse Effect.  None
of the Real Property is or shall be subject to any applicable environmental
clean-up responsibility law or environmental restrictive transfer law or
regulation by virtue of the transactions set forth herein and contemplated
hereby.

          (m) The authorized capital stock of the Company consists of 1,000
shares of common stock, $.01 par value per share, of which 1,000 shares have
been issued and are

                                       14

outstanding, fully paid and nonassessable.  There are no outstanding warrants,
options, agreements, convertible securities or other commitments pursuant to
which the Company is or may become obligated to issue any shares of the capital
stock or other securities of the Company.

             (n) The Company has no Subsidiaries.

     Section 4.2   Representations and Warranties of the Guarantor.  In order to
                   -----------------------------------------------              
induce Craig to enter into this Agreement and to make the loans, the Guarantor
makes the following representations and warranties, which shall survive the
execution and delivery of this Agreement and the Note and the making of the
loans:

          (a) The Guarantor is a corporation duly organized, validly existing
and in good standing under the laws of Delaware and is duly qualified and
authorized to do business and is in good standing as a foreign corporation in
California.

          (b) The Guarantor has the requisite corporate power and authority to
execute, deliver and carry out the terms and provisions of each of the Loan
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by such Loan Documents.  The
Guarantor had duly executed and delivered each Loan Document to which it is a
party and each such loan Document constitutes the legal, valid and binding
obligation of the Guarantor, enforceable against the Guarantor in accordance
with its terms, except in each case as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors rights generally and by general principals of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

          (c) Neither the execution, delivery or performance by the Guarantor of
the Loan Documents to which it is a party, nor compliance by it with the terms
and provisions thereof nor the consummation of the transaction as contemplated
thereby, (i) will contravene any applicable provision of any law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality or (ii) will violate any provision of the Certificate of
Incorporation or the By-laws of the Guarantor.

          (d) The execution, delivery and performance by the Guarantor of the
Loan Documents and the transactions contemplated hereby and thereby do not
require any approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.

                                       15

          (e) The Guarantor owns of record and beneficially all of the
outstanding capital stock of the Company.

          (f) There are no actions, suits, proceedings or investigations of any
kind pending or, to the best of the Guarantor's knowledge, threatened against
the Guarantor or any of its Subsidiaries before any court, tribunal or
administrative agency or board which, if adversely determined, would, either in
any case or in the aggregate, materially adversely affect the business of the
Guarantor and its Subsidiaries, or materially impair the right of the Guarantor
and its Subsidiaries to carry on business substantially as conducted and
proposed to be conducted, or result in any material liability not adequately
covered by insurance or for which adequate reserves are not maintained on the
consolidated balance sheet of the Guarantor and its Subsidiaries, or which
question the validity of any of the Loan Documents or any action taken or to be
taken pursuant hereto or thereto.

          (g) The Guarantor and its Subsidiaries have made or filed all federal
and state income and all other tax returns, reports and declarations, if any,
required by any jurisdiction to which they are subject (unless and only to the
extent that the Guarantor or its Subsidiaries have set aside on its books
provisions reasonably adequate for the payment of all unpaid and unreported
taxes or are otherwise contesting such taxes in good faith by appropriate
proceedings); and have paid all taxes and other governmental assessments and
charges that are material in amount, if any, shown or determined to be due on
such returns, reports and declarations, except those being contested in good
faith.  There are no unpaid Taxes in any material amount claimed to be due from
the Guarantor or its Subsidiaries by the taxing authority of any jurisdiction.

SECTION 5.   COVENANTS
             ---------

     Section 5.1   Affirmative Covenants of the Company.  The Company covenants
                   ------------------------------------                        
and agrees that on and after the Closing Date and until the Loan Commitment has
terminated and the Obligations are paid in full:

          (a) The Company will duly and punctually pay or cause to be paid the
principal amount of and interest on the Loans and all other Obligations in
accordance with the terms of this Agreement and the other Loan Documents.

          (b) The Company will furnish Craig such financial statements of the
Company and its Subsidiaries as the Company may from time to time file with the
Securities and Exchange Commission or, if the Company is not required to file
financial statements with the Securities and Exchange Commission, such
comparable financial statements as Craig may reasonably request.

                                       16

          (c) The Company will maintain a Company Tangible Net Worth in an
amount not less than the quotient of 1.3 times the aggregate principal amount of
all Loans then outstanding, provided, that in determining such Company Tangible
Net Worth the principal amount of and accrued interest (other than any past-due
interest) on the Loans shall be excluded.

          (d) The Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises except where the failure to do so would not, individually
or in the aggregate, result in a Material Adverse Effect.

          (e) The Company will comply in all material respects with all
applicable laws, rules, statutes, regulations, decrees and orders of, and all
applicable restrictions imposed by, all governmental bodies (including any
court, agency, department and commission) in respect of the conduct of its
businesses and the ownership of the Real Property and its other assets.

          (f) The Company will pay all taxes, assessments and other governmental
charges imposed upon it, or in respect of any of its franchises, businesses,
income or properties before any penalty or interest accrues thereon, and all
claims (including claims for labor, services, materials and supplies) for sums
which have become due and payable and which by law have or may become a Lien
upon any of the Real Property or its other assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided that no such
charge or claim need be paid if being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and if such reserve or
other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made therefor.

          (g) The Company will maintain or cause to be maintained in good
repair, working order and condition the Real Property and all other material
assets used or useful in the business of the Company and from time to time make
or cause to be made all appropriate repairs, renewals and replacements thereof,
and adopt practices with respect to each Real Property which a prudent operator
would adopt, including practices with respect to construction, operating and
capital programs.

          (h) The Company will maintain or cause to be maintained with
financially sound and reputable insurers, insurance with respect to its
business, the Real Property and its other assets against loss or damage of the
kinds customarily insured against by corporations of established reputation
engaged in the same or similar businesses and

                                       17

similarly situated, of such types and in such amounts as are customarily carried
under similar circumstances by such other corporations.

          (i) The Company will permit any authorized representatives designated
by Craig to visit and inspect the Real Property and any other assets of the
Company, including its books and records, and to make copies and take extracts
therefrom, and to discuss its affairs, finances and accounts with its officers
and independent public accountants, all at such reasonable times during normal
business hours and as often as may be reasonably requested.  The Company shall
reimburse Craig for its reasonable out-of-pocket expenses incurred in connection
with visits to the Real Property as aforesaid, provided, that the Company shall
not be obligated to reimburse such expenses in connection with more than one
visit to a particular Real Property in any 12-month period.  Upon the Company's
request, Craig and its representatives will enter into a confidentiality
agreement in form and content mutually agreeable to the Company and Craig in
connection with visits or inspections pursuant to this subparagraph (i).

          (j) The Company will keep adequate records and books of account, in
which complete entries will be made, reflecting all transactions of the Company
in accordance with GAAP.

     Section 5.2   Negative Covenants of the Company.  So long as the Note shall
                   ---------------------------------                            
remain unpaid or Craig shall have any Loan Commitment hereunder, without the
prior written consent of Craig:

          (a) The Company will not incur or permit to exist any Indebtedness at
any time outstanding except (i) Indebtedness to Craig arising under this
Agreement or the other Loan Documents; (ii) current liabilities of the Company
incurred in the ordinary course of business and not incurred through the
borrowing of money or the obtaining of credit except for credit on an open-
account basis customarily extended, and in fact extended, in connection with
normal purchases of goods and services; and (iii) Indebtedness with respect to
Permitted Liens.

          (b) The Company will not create or suffer to exist any Lien upon or
with respect to any of its assets, (including, without limitation, any Real
Property or personal property, tangible or intangible, of the Company) whether
now owned or hereafter acquired, or upon or with respect to any proceeds
therefrom, or assign, or permit any of its Subsidiaries to assign, any accounts
receivable or other right to receive income or proceeds, other than Permitted
Liens.

                                       18

          (c) The Company will not declare, order, pay, make or set apart any
sum for any Restricted Payment other than Restricted Payments to the Guarantor
that are made in the ordinary course of business out of the Company Cash Flow in
payment or reimbursement of the Guarantor's general and administrative expenses
so long as (i) the Guarantor Consolidated Tangible Net Worth is not less than
$14,000,000 after giving effect to such Restricted Payment and the payment of
such expenses and (ii) no Default hereunder shall have occurred and be
continuing.

          (d) The Company will not make or permit to exist or to remain
outstanding any Investment other than (i) marketable direct or guaranteed
obligations of the United States which mature within one year from the date of
purchase, (ii) certificates of deposit, time deposits or repurchase agreements
which are fully insured or are issued by commercial banks organized under the
laws of the United States or any state thereof and having a combined capital,
surplus, and undivided profits or not less than $100,000,000, and (iii)
commercial paper issued by a corporation organized and existing under the laws
of the United States of America or any state thereof which at the time of
purchase have been rated and the ratings for which are not less than "P-1" if
rated by Moody's Investors Services, Inc., and not less than "A-1" if rated by
Standard and Poor's.

          (e) The Company will not (i) alter its corporate, capital or legal
structure; (ii) liquidate, wind-up or dissolve; (iii) consolidate with or merge
into any Person; (iv) sell, convey, lease, transfer, sublease or otherwise
dispose of, in one transaction or a series of transactions, all or any part of
the Real Property or any other assets, except that the Company may convey, sell,
lease, transfer or otherwise dispose of the Real Property or other assets in one
or more transactions, provided, that the proceeds thereof to the Company are (A)
promptly reinvested in the Real Property, (B) used to acquire other real
property or other assets or (C) applied to repay and retire outstanding Loans as
provided in Section 2.7; (v) create a Subsidiary; or (vi) engage in any type of
business other than the type of business conducted by the Company on the Closing
Date.

SECTION 6.   EVENTS OF DEFAULT
             -----------------

     Section 6.1   Events of Default.  Each of the following events, acts,
                   -----------------                                      
occurrences or conditions shall constitute an "Event of Default" under this
Agreement, regardless of whether such event, act, occurrence or condition is
voluntary or involuntary or results from the operation of law or pursuant to or
as a result of compliance by any Person with any judgment, decree, order, rule
or regulation of any court or administrative or governmental body:

                                       19

          (a) The Company shall (i) default in the payment when due of any
principal amount of the Loans or (ii) default in the payment when due of any
interest on the Loans or in the payment when due of any other amounts owing
hereunder and such default shall continue unremedied for three or more Business
Days.

          (b) Any representation or warranty made by the Company or the
Guarantor herein or in the other Loan Documents or in any certificate or
statement delivered pursuant hereto or thereto shall prove to be false or
misleading in any material respect on the date as of which made or deemed made.

          (c) The Company or the Guarantor shall fail to perform or observe any
other material agreement, covenant or obligation arising hereunder and such
failure shall continue for 30 or more days.

          (d) The Company or the Guarantor shall default in the payment when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) of any amount owing in respect of any Indebtedness (other than the
Obligations) in the aggregate principal amount of $25,000 or more, provided,
however, that such a default shall not constitute any Event of Default hereunder
so long as it is being contested in good faith by the Company in an appropriate
proceeding and the amount of the Indebtedness involved does not exceed $250,000;
or the Company shall default in the performance or observance of any obligation
or condition with respect to any such Indebtedness or any other event shall
occur or condition exist, if the effect of such default, event or condition is
to accelerate the maturity of any such Indebtedness or to permit (without regard
to any required notice or lapse of time) the holder or holders thereof, or any
trustee or agent for such holders, to accelerate the maturity of any such
Indebtedness, or any such Indebtedness shall become or be declared to be due and
payable prior to its stated maturity other than as a result of a regularly
scheduled payment.

          (e) (i)  The Company or the Guarantor shall commence a voluntary case
concerning itself under the Bankruptcy Code; or (ii) an involuntary case is
commenced against the Company or the Guarantor and the petition is not converted
within ten days, or is not dismissed within 30 days, after commencement of the
case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for,
or takes charge of, all or substantially all of the assets of the Company or the
Guarantor or the Company or the Guarantor commences any other proceedings under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or the Guarantor or
there is commenced against the

                                       20

Company or the Guarantor any such proceeding which remains undismissed for a
period of 30 days; or (iv) any order of relief or other order approving any such
case or proceeding is entered; or (v) the Company or the Guarantor is
adjudicated insolvent or bankrupt; or (vi) the Company or the Guarantor suffers
any appointment of any custodian or the like for it or any substantial part of
its assets to continue undischarged or unstayed for a period of 30 days; or
(vii) the Company or the Guarantor makes a general assignment for the benefit of
creditors; or (viii) the Company or the Guarantor shall fail to pay, or shall
state that it is unable to pay, or shall be unable to pay, its debts generally
as they become due; or (ix) the Company or the Guarantor shall call a meeting of
its creditors with a view to arranging a composition or adjustment of its debts;
or (x) the Company or the Guarantor shall by any act or failure to act consent
to, approve of or acquiesce in any of the foregoing; or (xi) any corporate
action is taken by the Company or the Guarantor for the purpose of effecting any
of the foregoing.

          (f) The Guarantor shall be in breach or default in any material
respect under the Guaranty or the Pledge Agreement or the Guaranty or the Pledge
Agreement shall, at any time, cease to be in full force and effect or shall be
declared null and void, or the validity or enforceability thereof shall be
contested by the Company or any other person, or Craig shall not have, or shall
cease to have, a valid and perfected first priority security interest in the
Pledged Shares.

          (g) One or more judgments, orders or decrees shall be entered against
the Company or the Guarantor involving in the aggregate a liability (not paid or
fully cured by insurance) equal to or greater than $25,000, or such judgment,
orders or decrees shall decree the dissolution or split up of the Company, and
all such judgments or decrees shall not have been vacated, discharged, or stayed
or bonded pending appeal within 30 days from the entry thereof.

     Section 6.2   Rights and Remedies.  Upon the occurrence of any Event of
                   -------------------                                      
Default described in Section 6.1(e), the Loan Commitment shall automatically and
immediately terminate and the unpaid principal amount of and any and all accrued
interest on the Loans and any and all other Obligations shall automatically
become immediately due and payable without presentation, demand, or protest or
other requirements of any kind, all of which are hereby expressly waived by the
Company, and the obligation of Craig to make any Loan hereunder shall thereupon
terminate; and upon the occurrence and during the continuance of any other Event
of Default, Craig may in its sole discretion by written notice to Company (i)
declare that the Loan Commitment is terminated, whereupon the Loan Commitment
and the obligation of Craig to make any Loan hereunder

                                       21

shall immediately terminate, and (ii) declare the unpaid principal amount of and
any and all accrued and unpaid interest on the Loans and any and all other
Obligations to be, and the same shall thereupon be, immediately due and payable
without presentation, demand, or protest or other requirements of any kind, all
of which are hereby expressly waived by the Company.  Upon occurrence of an
Event of Default and acceleration of the maturity of the Obligations as set
forth above, Craig may immediately exercise its rights and remedies under the
Guaranty and the Pledge Agreement or applicable law.

SECTION 7.   MISCELLANEOUS
             -------------

     Section 7.1   Costs and Expenses.    The Company agrees to pay all
                   ------------------                                  
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
disbursements) incurred by Craig in connection with any amendments,
modifications or waivers of the provisions of any of the Loan Documents (whether
or not the transactions thereby contemplated shall be consummated) or incurred
by Craig in connection with actions reasonably taken to enforce or protect its
rights in connection with this Agreement or the other Loan Documents or with the
Loans made or the Note issued hereunder.

     Section 7.2   Indemnification.  Whether or not the transactions
                   ---------------                                  
contemplated hereby shall be consummated, the Company agrees to indemnify, pay
and hold Craig and its shareholders, officers, directors, employees and agents
harmless from and against any and all claims, liabilities, losses, damages,
costs and expenses (whether or not any of the foregoing Persons is a party to
any litigation), including attorneys' fees and costs and costs of investigation,
document production, attendance at a deposition or other discovery, with respect
to or arising out of this Agreement, any other Loan Document or any use of
proceeds hereunder, or any claim, demand, action or cause of action being
asserted against the Company (collectively, the "Indemnified Liabilities"),
provided that the Company shall have no obligation hereunder with respect to
claims hereunder by the Company or the Guarantor against Craig or Indemnified
Liabilities arising from the gross negligence or willful misconduct of any such
Persons.  If any claim is made, or any action, suit or proceeding is brought,
against any Person indemnified pursuant to this Section 7.2, the indemnified
Person shall notify the Company of such claim or of the commencement of such
action, suit or proceeding, but the failure to so notify the Company shall not
relieve the Company from any liability hereunder except to the extent that the
Company is actually prejudiced thereby.  Craig and the other Persons indemnified
pursuant to this Section 7.2 shall be entitled to defend against any claim or
any action, suit or proceeding and in connection therewith to employ counsel
selected by it and reasonably satisfactory to the Company, and the Company
agrees to advance the

                                       22

reasonable costs and expenses (including reasonable attorneys' fees and
disbursements) of such defense promptly upon the request of Craig or such
Person.

     Section 7.3   Notices.  Except as otherwise expressly provided herein, all
                   -------                                                     
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy, telex, or cable
communication), and shall be deemed to have been duly given or made when
delivered by hand, or on the third Business Day after being deposited in the
United States mail, postage prepaid, or, in the case of telex notice, when sent,
answerback received, or, in the case of telecopy notice, when sent, or, in the
case of a nationally recognized overnight courier service, one Business Day
after delivery to such courier service, addressed, in the case of each party
hereto, at its address specified below, or to such other address as may be
designated by any party in a written notice to the other party hereto:

     If to the Company:    Citadel Realty, Inc.
                           600 North Brand Boulevard
                           Glendale, CA  91203
                           Attention:  Steve Wesson

     If to the Guarantor:  Citadel Holding Corporation
                           600 North Brand Boulevard
                           Glendale, CA  91203

     If to Craig:          Craig Corporation
                           116 North Robertson Boulevard
                           Suite 609
                           Los Angeles, CA 90048
                           Attention:  S. Craig Tompkins

     Section 7.4   Successors and Assigns.  This Agreement shall be binding upon
                   ----------------------                                       
and inure to the benefit of the Company and their respective successors and
assigns, except that the Company may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of Craig.

     Section 7.5   Amendments and Waivers.  Neither this Agreement, the  Note,
                   ----------------------                                     
nor any terms hereof or thereof may be amended, supplemented, modified or waived
except in a writing executed by the Company and Craig.

     Section 7.6   No Waiver; Remedies Cumulative.  No failure or delay on the
                   ------------------------------                             
part of Craig in exercising any right, power or privilege hereunder or under the
Note and no course of dealing between the parties hereto shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under the  Note pre-

                                       23

clude any other or further exercise thereof or the exercise of any other right,
power or privilege hereunder or thereunder.  The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which Craig would otherwise have.  No notice to or demand on the Company in any
case shall entitle the Company to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of Craig to
any other or further action in any circumstances without notice or demand.

     Section 7.7   Governing Law and Consent to Jurisdiction; Waiver of Jury
                   ---------------------------------------------------------
Trial.
- - ----- 

          (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without reference to principles of
conflicts of laws.  The Company and the Guarantor hereby irrevocably submit to
the non-exclusive jurisdiction of the District Court of the United States for
the Central District of California in any action, suit or proceeding brought
against it and related to or in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby, and to the extent
permitted by applicable law, the Company and the Guarantor hereby waive and
agree not to assert by way of motion, as a defense or otherwise in any such
suit, action or proceeding, any claim that they are not personally subject to
the jurisdiction of such courts, that the suit, action or proceeding is brought
in an inconvenient forum, that the venue of the suit, action or proceeding is
improper, or that this Guaranty or any document or any instrument referred to
herein or the subject matter hereof may not be litigated in or by such courts or
any immunity, sovereign or otherwise.  To the extent permitted by applicable
law, the Company and the Guarantor agree not to seek and hereby waive the right
to any review of the judgment of any such court by any court of any jurisdiction
other than the Central District of California which may be called upon to grant
an enforcement of such judgment.

          (b) The Company and the Guarantor hereby consent to service of process
by mail or courier service or hand delivery in any suit, action or other
proceeding arising out of this Guaranty or the subject matter hereof or any of
the transactions contemplated hereby in such District of California courts.

          (c) THE COMPANY AND THE GUARANTOR, AND CRAIG BY ITS ACCEPTANCE HEREOF,
WAIVES ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND
SUITS OF ANY AND ARISING FROM OR RELATING TO THIS GUARANTY OR THE LOAN
DOCUMENTS.  THE COMPANY AND THE GUARANTOR ACKNOWLEDGE THAT THIS IS A WAIVER OF A
LEGAL RIGHT AND THAT THEY MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER
CONSULTATION WITH

                                       24

COUNSEL OF THEIR CHOICE.  THE COMPANY AND THE GUARANTOR AGREE THAT ALL SUCH
CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS SHALL BE TRIED BEFORE A JUDGE OF A
COURT OF COMPETENT JURISDICTION, WITHOUT A JURY.

             [The balance of this page is intentionally left blank]

                                      24A

     Section 7.8   Counterparts.  This Agreement may be executed in any number
                   ------------                                               
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.

     Section 7.9   Headings Descriptive.  The headings of the several Sections
                   --------------------                                       
and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.

     Section 7.10  Severability.  In case any provision in or obligation under
                   ------------                                               
this Agreement or the  Note shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

                                        CITADEL REALTY, INC.

                                        By: /s/ STEVE WESSON
                                            _____________________________
                                            Name:   Steve Wesson
                                            Title:  President and Secretary

                                        CITADEL HOLDING CORPORATION

                                        By: /s/ Richard M. Greenwood
                                            _____________________________
                                            Name: Richard M. Greenwood
                                            Title: President and Chief
                                                   Executive Officer 

                                        CRAIG CORPORATION

                                        By:   /s/ ROBIN SKOPHAMMER
                                              _____________________________
                                              Name:  Robin Skophammer
                                              Title: Chief Financial Officer

                                       25

                                  SCHEDULE 1

                             REO Property Schedule

 

        REO Property                 Loan No.              Property Type
- - ----------------------------         ---------             --------------
                                                      
Camelback Arboleda Office                                   Commercial
Complex ("Camelback")
1661 Camelback Rd.
Phoenix, AZ

Los Feliz Village Apartments          3027749               Multi-family
("Veselich")                                                  residential
3939 Veselich Ave.
Los Angeles, CA 90039

Summer Glen Apartments                3027756               Multi-family
("Harbor City")                                             residential
23200 S. Western Ave.
Harbor City, CA 90710

La Plaza ("Parthenia")                  N/A                 Multi-family
21028 Parthenia Street                                      Residential
Canoga Park, CA

 
                                  SCHEDULE 2
                                  ----------

                                PERMITTED LIEN
                                --------------

                             BORROWER & GUARANTOR
                             --------------------

1. Indemnity by Guarantor of up to $4m in favor of FFB associated with Bulk
   Sale.

2. Unsecured Guarantee by FFB of loan on Arboleda for principal amount of $4.45m
   and associated environmental guarantee.

                                                                   EXHIBIT 10.17
 
                                PROMISSORY NOTE
                                ---------------

$8,200,000.00                                            Los Angeles, California
                                                                  August 2, 1994

     FOR VALUE RECEIVED, the undersigned CITADEL REALTY, INC., a Delaware
corporation ("Maker"), hereby promises to pay to the order of CRAIG CORPORATION,
a Delaware corporation with its principal office at 116 North Robertson
Boulevard, Suite 609, Los Angeles, California 90048 ("Lender"), the principal
sum of Eight Million Two Hundred Thousand Dollars ($8,200,000.00), together with
interest on any and all unpaid principal remaining unpaid hereunder from the
date hereof until payment in full.

          This Note shall mature on the first anniversary hereof.  So long as no
Material Adverse Event (as defined in the Credit Agreement dated August 2, 1994
among Maker, Lender and Citadel Holding Corporation, the "Credit Agreement")
shall have occurred since the date hereof and no Default (as defined in the
Credit Agreement) shall have occurred and be continuing, however, and subject to
the payment of the extension fee provided for in Section 2.9 of the Credit
Agreement, the Maker shall be entitled to extend the term of this Note for a
period of up to six months following first anniversary of the date hereof upon
written notice to Lender on or before the date 90 days prior to the first
anniversary of the date hereof.  The first anniversary of the date hereof, or
the date of the last day of any extended term of this Note as aforesaid, is
referred to herein as the "Maturity Date."  The aggregate principal amount of
the Note outstanding, together with interest accrued thereon, shall be due and
payable in full on the Maturity Date.

          The provisions of the preceding paragraph notwithstanding, in the
event of and upon the occurrence of the consummation of a Change in Control (as
defined in the Credit Agreement), the unpaid principal amount of and all accrued
interest on this Note shall, at the option of Maker or other holder hereof,
become immediately due and payable in full without any notice or other action on
the part of Lender.

          Maker agrees to pay interest on the unpaid principal amount hereunder
from the date hereof until such amount shall be paid in full at a rate equal to
the sum of 3% per annum plus the rate of interest per annum published from time
to time in the Wall Street Journal, Western Edition, as the prime or base rate
               ------------------------------------                           
paid on corporate loans as quoted by at least 75% of the 30 largest banks in the
United States, provided, that if the Wall Street Journal, Western Edition,
                                     ------------------------------------ 
ceases publishing such rate, the rate published from time to time by Bank of

                                       1

America NT&SA as its reference rate (the "Prime Rate"), such interest to be
computed on the basis of a 365-day year of actual-day months.  Interest with
respect to each Loan shall be payable in arrears on the last day of each
calendar month and the Maturity Date.  Each change in the Prime Rate to be
effective as of the opening of business on the day such change is published.

          In the event that, and for so long as, any Event of Default (as
defined in the Credit Agreement) shall have occurred and be continuing, the
outstanding principal amount hereof and, to the extent permitted by law, overdue
interest in respect hereof, shall bear interest at a rate per annum equal to the
sum of 4.5% per annum plus the Prime Rate in effect from time to time.

     This Note may be prepaid, in whole or from time to time in part, without
premium or penalty.  This Note also is subject to mandatory prepayment in
certain circumstances as provided in the Credit Agreement.

     All principal and interest hereunder are payable in lawful money of the
United States of America without setoff, counterclaim or deduction of any nature
at the office of Lender at the address shown above, or at such other place as
the holder hereof shall have designated to Maker in writing for such purpose.

     Maker, for itself and its legal representatives, successors and assigns,
hereby expressly waives presentment, demand, protest, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection
and the benefit of any exemption or insolvency laws, and consents that the
Lender may release or surrender, exchange or substitute any personal property or
other collateral security now held or which may hereafter be held as security
for the payment of this Note, and may extend the time for payment or otherwise
modify the terms of payment of any part of the whole of the debt evidenced
hereby.  Upon default in any payment hereunder or in the event of the occurrence
or existence of a "Event of Default" as defined in the Credit Agreement, the
entire unpaid principal amount hereof and accrued interest thereon shall, at the
option of the holder hereof, become due and payable at once without notice,
notice of the exercise of such acceleration being hereby expressly waived.

                                       2

     This Note is subject to a Guaranty dated as of the date of this Note from
Citadel Holding Corporation ("Guarantor") in favor of Lender, which Guaranty is
secured by a pledge of certain shares of capital stock of Maker pursuant to a
Pledge Agreement dated as of the date of this Note from Guarantor to Lender.

     If this Note is not paid in accordance with the terms hereof, Maker agrees
to pay all costs and expenses of collection when incurred, including, without
limitation, attorneys' fees and expenses and court costs.

     This Note is being delivered and is intended to be performed in the State
of California, and shall be governed by and construed and enforced in accordance
with the laws of the State of California.

     Notwithstanding any other term of this Note or any other document referred
to herein, the maximum amount of interest which may be charged to or collected
from any person liable hereunder shall be absolutely limited to, and shall in no
event exceed, the maximum amount of interest which could lawfully be charged or
collected under applicable law, so that the maximum of all amounts constituting
interest under applicable law, howsoever computed, shall never exceed as to any
person liable therefor such lawful maximum, and any term of this Note or any
other document referred to herein which could be construed as providing for
interest in excess of such lawful maximum shall be and hereby is made expressly
subject to and modified by the provisions of this paragraph.

     IN WITNESS WHEREOF, Maker has caused this Note to be executed by its duly
authorized representative as of the date first above written.

                                 CITADEL REALTY, INC.

                                 By: /s/ STEVE WESSON
                                    ______________________________
                                    Name:  Steve Wesson
                                         -------------------------
                                    Title: President and Secretary
                                           _______________________

                                       3

                                                                   EXHIBIT 10.18
 
                                   GUARANTY

     THIS GUARANTY (this "Guaranty") is made and entered into as of August 2,
1994 by Citadel Holding Corporation, a Delaware corporation (the "Guarantor"),
in favor of Craig Corporation, a Delaware corporation (the "Lender").

     Citadel Realty, Inc., a Delaware corporation and wholly owned subsidiary of
the Guarantor (the "Debtor"), has requested a loan commitment from the Lender,
and the Lender is willing to make the loan commitment to the Debtor upon the
terms set forth in the Credit Agreement dated as of the date hereof among the
Debtor, the Lender and the Guarantor, together with the Debtor's Promissory Note
dated as of the date hereof in the principal amount of $8,200,000 and certain
other documents related thereto (all of the foregoing documents and instruments
as amended, restated, modified or supplemented from time to time being
hereinafter collectively referred to as the "Loan Documents").

     The Debtor and the Guarantor share an identity of interests as members of a
combined group of companies and the Guarantor will derive substantial direct and
indirect benefits from the Lender's loan or loans made to the Debtor.  In order
to induce the Lender to enter into the Loan Documents and to make the loans
thereunder to the Debtor, the Lender has required as a condition to entering
into the Loan Documents that the Guarantor execute and deliver this Guaranty.

     NOW, THEREFORE, in consideration of the receipt of $10.00 and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor hereby agrees with the Lender as set forth below.

     1.   Guaranty.
          -------- 

          (a) The Guarantor hereby unconditionally and irrevocably guarantees to
the Lender, its successors, endorsees and/or assigns, the due and punctual
performance of and compliance by the Debtor with all of the Debtor's
obligations, covenants, agreements and undertakings contained in or arising
under the Loan Documents, including but not limited to, the full and punctual
performance of the Debtor's obligations under the Loan Documents, and payment by
the Debtor, when due, of any and all amounts payable by the Debtor under the
Loan Documents, including, without limitation, all obligations, liabilities,
indebtedness and other amounts of every kind and description arising out of or
due pursuant to the Loan Documents, and all damages payable by the Debtor in
respect of the failure or refusal by the Debtor to make any such payment
required to be made by it under the Loan Documents, howsoever created,

                                       1

arising or evidenced, voluntary or involuntary, whether direct or indirect,
absolute or contingent, now or hereafter existing or owing to the Lender (all
the foregoing obligations, liabilities and undertakings of the Debtor are
collectively referred to hereinafter as the "Obligations").

          (b) This Guaranty is an absolute, unlimited, unconditional, continuing
and irrevocable guaranty of performance and payment (and not simply of
collection) of the Obligations.  This Guaranty is in no way conditioned upon any
attempt to collect from the Debtor or upon any other event or contingency, and
shall be binding upon and enforceable against the Guarantor without regard to
the validity or enforceability of the Loan Documents, or of any term thereof.
Upon the failure for any reason of the Debtor to duly and punctually pay or
perform any Obligations, the Guarantor shall immediately pay or perform the
same.

          (c) The Guarantor agrees that this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment to or
performance in favor of the Lender of the Obligations or any part thereof is
rescinded or must otherwise be returned by the Lender upon the insolvency,
bankruptcy or reorganization of the Debtor, or otherwise, as though such payment
to or performance in favor of the Lender had not been made.

          (d) The Guarantor shall pay all costs, expenses and damages incurred
(including, without limitation, reasonable attorneys' fees and disbursements) in
connection with the enforcement of the Obligations, to the extent that such
costs, expenses and damages are not paid by the Debtor, and in connection with
the enforcement of the obligations of the Guarantor under this Guaranty.

     2.   Guaranty Not Subject to Set-Off, etc.  The obligations of the
          -------------------------------------                        
Guarantor hereunder shall not be subject to any counterclaim, setoff, deduction
or defense (other than payment, performance or affirmative discharge, release or
termination of this Guaranty by the Lender) based upon any claim the Guarantor
may have against the Lender, the Debtor, any other guarantor from time to time
of any or all of the Obligations or any other person and shall remain in full
force and effect without regard to, and shall not be released, discharged,
reduced or in any way affected by any circumstance or condition (whether or not
the Guarantor shall have any knowledge or notice thereof) whatsoever which might
constitute a legal or equitable discharge or defense, including, but not limited
to, (a) the amending, modifying or supplementing, expressly or impliedly, of the
Loan Documents or any other agreement referred to therein, or any other
instrument applicable to the Debtor or to the Obligations, or any part thereof;
(b) any waiver, consent, change, extension, indulgence or other action or any
action or inaction under or in respect of the Loan Documents, or this Guaranty
(except

                                       2

for any written waiver or modification of the provisions of this Guaranty signed
by the Lender), whether or not the Lender, the Debtor or the Guarantor has
notice or knowledge of any of the foregoing; (c) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or similar
proceeding with respect to the Guarantor or the Debtor, or their respective
properties or their creditors, or any action taken by any trustee or receiver or
by any court in any such proceeding; (d) any acceptance of additional security
or any release of or non-perfection of any security from any person (with the
Guarantor hereby authorizing the Lender to accept or release said security); (e)
any limitation on the liability of the Obligations of the Debtor under the Loan
Documents (exempt as expressly set forth therein) or any termination,
cancellation, frustration or unenforceability, in whole or in part, of any of
the Loan Documents, any writing referred to therein or contemplated thereby or
any term thereof; (f) any lien, charge or encumbrance on or affecting the
Guarantor's or the Debtor's respective assets and properties; (g) any act,
omission or breach on the part of the Lender under the Loan Documents, or any
other law or governmental regulation applicable to the Lender or any Obligation;
(h) any claim as a result of any other dealings among the Lender, the Guarantor,
the Debtor or any of them; (i) the assignment or transfer of this Guaranty, any
of the Loan Documents (in accordance with and subject to the terms thereof) or
any other agreement or instrument referred to in the Loan Documents or
contemplated thereby or applicable to the Debtor, or the Obligations by the
Lender to any other person; (j) any change in the name of the Lender, the Debtor
or any other person referred to herein; or (k) any other circumstance, whether
or not similar to any of the foregoing, which might constitute a legal or
equitable discharge of the Guarantor's obligations hereunder.

     3.   Waiver.  The Guarantor irrevocably and unconditionally waives:  (a)
          ------                                                             
notice of any of the matters referred to in Section 2 hereof, (b) to the extent
permitted by applicable law, all notices which may be required by statute, rule
of law or otherwise to preserve any rights against the Guarantor hereunder,
including, without limitation, notice of the acceptance of this Guaranty, or the
creation, renewal, extension, modification or accrual of the Obligations or
notice of any other matters relating thereto, any presentment, demand, notice of
dishonor, protest, nonpayment of any damages or other amounts payable under the
Loan Documents; obligation to give any notice required by the Loan Documents;
(c) any requirement for the enforcement, assertion or exercise of any right,
remedy, power or privilege under or in respect of the Loan Documents, including,
without limitation, diligence in collection or protection of or realization upon
the Obligations or any part thereof or any collateral therefor; (d) any
requirement of diligence; (e) any requirement to mitigate the damages resulting
from a default by the Debtor under the Loan Documents; (f) the

                                       3

occurrence of every other condition precedent to which the Guarantor or the
Debtor may otherwise be entitled, except as expressly provided in the Loan
Documents; and (g) the right to require the Lender to proceed against the Debtor
or any other person liable on the Obligations, to proceed against or exhaust
security held from the Debtor, the Guarantor or any other person, or to pursue
any other remedy in the Lender's power whatsoever, and the Guarantor waives the
right to have the property of the Debtor first applied to the discharge of the
Obligations.  Without limiting the generality of the foregoing or any other
provision hereof, Guarantor hereby expressly waives any and all benefits which
might otherwise be available to Guarantor under California Civil Code Sections
2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433.

     The Lender may, at its election, exercise any right or remedy that it may
have against the Debtor or any security held by the Lender, including, without
limitation, the right to foreclose upon any such security by judicial or
nonjudicial sale, without affecting or impairing in any way the liability of the
Guarantor hereunder, except to the extent the Obligations have been paid or
satisfied, and the Guarantor waives any defense arising out of the absence,
impairment or loss of any right of reimbursement, contribution or subrogation
(to the extent not otherwise effectively waived herein) or any other right or
remedy of the Guarantor against the Debtor or any such security, whether
resulting from such election by the Lender or otherwise.  The Guarantor waives
any defense arising by reason of any disability or other defense of the Debtor
(which other defense of the Debtor may nevertheless be asserted by the Debtor in
a separate action or proceeding against the Lender or any other party, so long
as the Guarantor has fulfilled its obligations hereunder), or by reason of the
cessation from any cause whatsoever of the liability, either in whole or in
part, of the Debtor to the Lender for the Obligations (other than as a result of
payment, performance or affirmative discharge, release or termination of this
Guaranty by the Lender).

     The Guarantor understands that the Lender's exercise of certain rights and
remedies contained in the Loan Documents may affect or eliminate, to the extent
not otherwise effectively waived herein, the Guarantor's rights of subrogation
against the Debtor and that the Guarantor may therefore incur partially or
totally nonreimbursable liability hereunder; nevertheless, the Guarantor hereby
authorizes and empowers the Lender to exercise in its sole discretion, any
rights and remedies, or any combination thereof, which may then be available, it
being the purpose and intent of the Guarantor that its obligations hereunder
shall be absolute, independent, irrevocable and unconditional under any and all
circumstances.

                                       4

     The Guarantor assumes the responsibility for being and keeping informed of
the financial condition of the Debtor and of all other circumstances bearing
upon the risk of nonpayment of the Obligations and agrees that the Lender shall
not have any duty to advise the Guarantor of information regarding any condition
or circumstance or any change in such condition or circumstance.

     The Guarantor acknowledges that the Lender has not made any representation,
warranty, covenant or agreement with or to the Guarantor in this Guaranty.

     4.   Covenants of the Guarantor.  So long as the Obligation remains
          --------------------------                                    
outstanding, without the prior written consent of Lender:

          (a) The Guarantor will not incur or permit to exist any Indebtedness
(as defined in the Credit Agreement) at any time outstanding except (i)
Indebtedness to Lender arising under this Agreement or the other Loan Documents;
(ii) current liabilities of the Guarantor incurred in the ordinary course of
business and not incurred through the borrowing of money or the obtaining of
credit except for credit on an open-account basis customarily extended, and in
fact extended, in connection with normal purchases of goods and services; and
(iii) Indebtedness set forth on Schedule 2 to the Credit Agreement.

          (b) The Guarantor will not create or suffer to exist any Lien (as
defined in the Credit Agreement) upon or with respect to any of its assets,
whether now owned or hereafter acquired, or upon or with respect to any proceeds
therefrom, or assign, or permit any of its Subsidiaries to assign, any accounts
receivable or other right to receive income or proceeds, other than Permitted
Liens (as defined in the Credit Agreement).

          (c) The Guarantor will not declare, order, pay, make or set apart any
sum for any Restricted Payment (as defined in the Credit Agreement) other than
Restricted Payments relating to Indebtedness permitted in clause (iii) of
paragraph (a) above.

     5.   Payments.  Each payment by the Guarantor to the Lender under this
          --------                                                         
Guaranty shall be made by transferring the amount thereof in immediately
available funds without setoff or counterclaim; provided, that no such payment
shall be deemed a waiver of any rights the Guarantor may have.

     6.   Parties.  This Guaranty shall inure to the benefit of the Lender, and
          -------                                                              
shall be binding upon the Guarantor and its successors and permitted assigns.
The Guarantor may not delegate or assign any of its duties under this Guaranty
without the prior written consent of the Lender.  The Lender may assign any of
its rights and benefits under this Guaranty to any person or entity.

                                       5

     7.   Notices.  All notices hereunder shall be given in accordance with the
          -------                                                              
provisions of the Loan Documents.

     8.   Remedies.  The Guarantor stipulates that the remedies at law in
          --------                                                       
respect of any default or threatened default by the Guarantor in the performance
of or compliance with any of the terms of this Guaranty are not and will not be
adequate, and that any of such terms may be specifically enforced by a decree
for specific performance or by an injunction against violation of any such terms
or otherwise.

     9.   Rights to Deal with the Debtor.  At any time and from time to time,
          ------------------------------                                     
without terminating, affecting or impairing the validity of this Guaranty or the
obligations of the Guarantor hereunder, the Lender may deal with the Debtor in
the same manner and as fully and as if this Guaranty did not exist and shall be
entitled, among other things, to grant the Debtor, without notice or demand and
without affecting the Guarantor's liability hereunder, such extension or
extensions of time to perform, renew, compromise, accelerate or otherwise change
the time for payment of or otherwise change the terms of payment or any part
thereof confirmed in or arising under the Loan Documents, or to waive any
obligation of the Debtor to perform, any act or acts as the Lender may deem
advisable.

     10.  Subrogation.  The Guarantor shall not exercise any rights to which it
          -----------                                                          
may be entitled, by operation of law or otherwise, upon making any payment
hereunder to be subrogated to the rights of the payee against the Debtor with
respect to such payment or otherwise to be reimbursed, indemnified or exonerated
by the Debtor in respect thereof.  If any amount shall be paid to the Guarantor
in violation of the preceding sentence, such amount shall be held in trust for
the benefit of the Lender and shall be paid promptly to the Lender to be
credited and applied to the Obligations, whether matured or unmatured.

     11.  Survival of Representations, Warranties, etc.  All representations,
          ---------------------------------------------                      
warranties, covenants and agreements made herein and in statements or
certificates delivered pursuant hereto shall survive any investigation or
inspection made by or on behalf of the Lender and shall continue in full force
and effect until all of the obligations of the Guarantor under this Guaranty
shall be finally and fully paid and performed in accordance with the terms
hereof, and until the final payment and performance in full of all Obligations.

     12.  Maximum Guaranteed Amount.  Notwithstanding any other provision of
          -------------------------                                         
this Guaranty to the contrary, if the obligations of the Guarantor hereunder
would otherwise be held or determined by a court of competent jurisdiction in
any action or proceeding involving any state corporate law or any state or
federal bankrupt-

                                       6

cy, insolvency, reorganization, moratorium, fraudulent conveyance or other law
affecting the rights of creditors' generally, to be void, invalid or
unenforceable to any extent on account of the amount of the Guarantor's
liability under thus Guaranty, then notwithstanding any provision of this
Guaranty to the contrary, the amount of such liability shall, without any
further action by the Guarantor or any other person, be automatically limited
and reduced to the highest amount which is valid and enforceable as determined
in such action or proceeding.

     13.  Governing Law and Consent to Jurisdiction; Waiver of Jury Trial.
          --------------------------------------------------------------- 

          (a) This Guaranty shall be governed by and construed in accordance
with the laws of the State of California, without reference to principles of
conflicts of laws.  The Guarantor hereby irrevocably submits to the non-
exclusive jurisdiction of the District Court of the United States for the
Central District of California in any action, suit or proceeding brought against
it and related to or in connection with this Guaranty or the transactions
contemplated hereby, and to the extent permitted by applicable law, the
Guarantor hereby waives and agrees not to assert by way of motion, as a defense
or otherwise in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper, or that this Guaranty or any document or any
instrument referred to herein or the subject matter hereof may not be litigated
in or by such courts or any immunity, sovereign or otherwise.  To the extent
permitted by applicable law, the Guarantor agrees not to seek and hereby waives
the right to any review of the judgment of any such court by any court of any
jurisdiction other than the Central District of California which may be called
upon to grant an enforcement of such judgment.

          (b) The Guarantor hereby consents to service of process by mail or
courier service or hand delivery in any suit, action or other proceeding arising
out of this Guaranty or the subject matter hereof or any of the transactions
contemplated hereby in such District of California courts.

          (c) THE GUARANTOR, AND THE LENDER BY ITS ACCEPTANCE HEREOF, WAIVES ALL
RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY
AND ARISING FROM OR RELATING TO THIS GUARANTY OR THE LOAN DOCUMENTS.  THE
GUARANTOR ACKNOWLEDGES THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT IT MAKES
THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF ITS
CHOICE.  THE GUARANTOR AGREES THAT ALL SUCH CLAIMS, DEFENSES, COUNTERCLAIMS AND
SUITS SHALL BE TRIED BEFORE A JUDGE OF A COURT OF COMPETENT JURISDICTION,
WITHOUT A JURY.

                                       7

     14.  Rights Cumulative.  Each of the rights and remedies of Lender under
          -----------------                                                  
this Guaranty shall be in addition to all of their other rights and remedies
under this Guaranty and all applicable laws, and nothing in this Guaranty shall
be construed as limiting any such rights or remedies.

     15.  Marshalling of Collateral, Guarantees, etc.  The Lender shall not be
          -------------------------------------------                         
under any obligation to marshall collateral, the benefit of security, other
guarantees or any right or preference to payment or performance from any person,
including rights to payment under this Guaranty, as a condition to any payment
or performance by the Guarantor under this Guaranty; the Guarantor hereby
confirming for the benefit of the Lender that whether or not the Lender shall be
possessed of, or have the benefit of, any other collateral, securities or
guarantees, the Lender may nonetheless immediately proceed to enforce this
Guaranty against the Guarantor with or without any right, claim or action having
been taken with respect to such other collateral, securities or guarantees.

     16.  LIMITATION OF LIABILITY.  THE LENDER SHALL NOT HAVE ANY LIABILITY WITH
          -----------------------                                               
RESPECT TO, AND THE GUARANTOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR,
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE GUARANTOR IN
CONNECTION WITH ANY CLAIM RELATED TO OR ARISING OUT OF OR IN CONNECTION WITH
THIS GUARANTY.

     17.  Pledge Agreement.  This Guaranty is secured by that certain Pledge
          ----------------                                                  
Agreement dated as of the date hereof from the Guarantor in favor of the Lender.

     18.  Entire Agreement.  This Guaranty embodies the entire agreement between
          ----------------                                                      
the Guarantor and the Lender relating to the subject matter hereof and supersede
all prior agreements, representations and understandings, if any, relating to
the subject matter hereof.

     19.  Miscellaneous.  If any term of this Guaranty or any application
          -------------                                                  
thereof shall be invalid or unenforceable, the remainder of this Guaranty and
any other application of such term shall not be affected thereby.  Any term of
thus Guaranty may be amended, modified, waived, discharged or terminated only by
an instrument in writing signed by the Guarantor and the Lender.  The headings
in this Guaranty are for purposes of reference only and shall not limit or
define the meaning hereof.  This Guaranty may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                                       8

     IN WITNESS WHEREOF, the Guarantor has caused its duly authorized officer to
execute this Guaranty as of the date first above written.

                              CITADEL HOLDING CORPORATION

                              By: /s/ Richard M. Greenwood
                                  ______________________________
                                  Name:  Richard M. Greenwood
                                  Title: President and Chief Executive Officer

                                       9

                                                                   EXHIBIT 10.19
 
                                PLEDGE AGREEMENT

          THIS PLEDGE AGREEMENT (this "Agreement") is made as of the last day
set forth below between Citadel Holding Corporation, a Delaware corporation with
its principal office at 600 N. Brand Boulevard, Glendale, California
("Pledgor"), and Craig Corporation, a Delaware corporation (the "Secured
Party").

          Citadel Realty, Inc., a Delaware corporation and wholly-owned
subsidiary of Pledgor ("Citadel Realty"), has requested a loan from the Secured
Party and the Secured Party is willing to make the loan to Citadel Realty upon
the terms set forth in the Credit Agreement dated as of the date hereof among
Citadel Realty, the Secured Party and Pledgor (the "Credit Agreement"), together
with certain debt instruments, and collateral and other documents related
thereto (all of the foregoing documents and instruments as amended, restated,
modified or supplemented from time to time being hereinafter collectively
referred to as the "Loan Documents").

          In order to induce the Secured Party to make the loan under the Loan
Documents, Pledgor wishes to grant further security and assurance to the Secured
Party in order to secure the performance by Pledgor of its obligations under the
Loan Documents, and to that effect to pledge to the Secured Party all of the
issued and outstanding shares of the capital stock of Citadel Realty, which
shares of capital stock are represented by the stock certificates listed on
Schedule "A" annexed hereto, as such schedule may be amended from time to time
(the "Pledged Shares").

          NOW, THEREFORE, in consideration of the receipt of $10.00 and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as set forth below.

          1.  Security.  As security for (a) the payment by Citadel Realty when
              --------                                                         
due of the indebtedness created under the Credit Agreement, (b) the performance
when due by Citadel Realty of all its obligations under the Credit Agreement and
the other Loan Documents, (c) the performance when due by Pledgor of all of its
obligations under this Agreement, the Credit Agreement, the Guaranty dated as of
the date hereof made by Pledgor in favor of the Secured Party and the other Loan
Documents, (and any renewals, modifications, and extensions thereof), and (d)
any other present and future liabilities and obligations of Citadel Realty and
Pledgor to the Secured Party, including such other additional financing that the
Secured Party may extend to Citadel Realty and Pledgor at any time in the
Secured Party's discretion (all of

                                       1

such obligations and liabilities of Citadel Realty and Pledgor to the Secured
Party being hereinafter collectively referred to as the "Obligations"), Pledgor
hereby delivers, pledges and assigns to the Secured Party and creates in the
Secured Party a first priority security interest in all of its right, title and
interest in, to and under all of the Pledged Shares and all additional shares of
stock and other securities of Citadel Realty from time to time acquired by
Pledgor or in any manner, together with all rights and privileges of Pledgor
with respect thereto, all proceeds, income and profits thereof and all property
received in addition thereto, in exchange thereof or in substitution therefor
(collectively, the "Collateral").

          2.  Stock Dividends, Options or Other Adjustments.  Prior to the full
              ---------------------------------------------                    
payment and performance of the Obligations, the Secured Party shall receive, as
Collateral, any and all additional shares of stock or any other property of any
kind distributable on or by reason of the Collateral pledged hereunder, whether
in the form of or by way of stock dividends, warrants, partial liquidation,
conversion, prepayments or redemptions (in whole or in part), liquidation, or
otherwise with the sole exception of cash dividends or cash interest payments,
as the case may be, constituting a "Restricted Payment" as defined in and
permitted under the Credit Agreement.  If any additional shares of capital
stock, instruments, or other property against which a security interest can only
be perfected by possession by the Secured Party, which are distributable on or
by reason of the Collateral pledged hereunder, shall come into the possession or
control of Pledgor, Pledgor shall hold or control and forthwith transfer and
deliver the same to the Secured Party subject to the provisions hereof.

          3.  Delivery of Share Certificates; Stock Powers.  All instruments and
              --------------------------------------------                      
stock certificates representing the Pledged Shares are being delivered to the
Secured Party simultaneously herewith together with stock powers duly executed
in blank by Pledgor. Pledgor shall promptly deliver to the Secured Party or
cause the corporation or other entity issuing the Collateral to deliver directly
to the Secured Party, share certificates or other documents representing
Collateral acquired or received after the date of this Agreement with a stock
power duly executed by Pledgor. If at any time the Secured Party notifies
Pledgor that additional stock powers endorsed in blank held by the Secured Party
with respect to the Collateral are required, Pledgor shall promptly execute in
blank and deliver such stock powers as the Secured Party may request.

          4.  Power of Attorney.  Pledgor hereby constitutes and irrevocably
              -----------------                                             
appoints the Secured Party, with full power of substitution and revocation by
the Secured Party, as Pledgor's true and lawful attorney-in-fact to the full
extent permitted

                                       2

by law, to affix to certificates and documents representing the Collateral the
stock powers delivered with respect thereto, to transfer or cause the transfer
of the Collateral after the occurrence of an Event of Default (as defined in
Section 7 of this Agreement), or any part thereof on the books of the
corporation or other entity issuing the same, to the name of the Secured Party
or the Secured Party's nominee and thereafter exercise as to such Collateral all
the rights, power and remedies of an owner.  The power of attorney granted
pursuant to this Agreement and all authority hereby conferred are granted and
conferred solely to protect the Secured Party's interest in the Collateral and
shall not impose any duty upon the Secured Party to exercise any power.  This
power of attorney shall be irrevocable as one coupled with an interest prior to
the payment in full of all of Pledgor's Obligations to the Secured Party.

          5. Inducing Representations of Pledgor. Pledgor represents and
             ----------------------------------- 
warrants to the Secured Party that:

             (a) Pledgor is the sole legal and beneficial owner of, and has good
and marketable title to, the Collateral, free and clear of all pledges, liens,
security interests and other encumbrances other than the security interest
created by this Agreement. The pledge of the Pledged Shares pursuant to this
Agreement and delivery thereof to the Secured Party in California creates a
valid and perfected first priority security interest therein. Pledgor has the
unqualified right and authority to execute this Agreement and to pledge the
Collateral to the Secured Party as provided for herein;

             (b) there are no outstanding options, warrants or other agreements
with respect to the Collateral;

             (c) the Pledged Shares have been validly issued and are fully paid
and nonassessable, and the Pledged Shares constitute 100% of the issued and
outstanding capital stock of Citadel Realty. The holder or holders thereof are
not and will not be subject to any personal liability as such holder; and are
not subject to any charter, bylaw, statutory, contractual or other restrictions
governing their issuance, transfer, ownership or control, except that sale or
transfer may be limited in the absence of an effective registration under the
Securities Act of 1933, as amended (the "Act"), and under applicable state
securities laws or of an opinion of counsel satisfactory to the issuer that the
sale or transfer is exempt from registration under said Act and laws;

             (d) any consent, approval or authorization of or designation or
filing with any authority on the part of Pledgor which is required in connection
with the pledge and security interest granted under this Agreement has been
obtained or effected;

                                       3

             (e) the execution and delivery of this Agreement by Pledgor, and
the performance by Pledgor of its obligations hereunder, will not result in a
violation of the Certificate of Incorporation or By-laws of Pledgor or of any
mortgage, indenture, contract, instrument, judgment, decree, order, statute,
rule or regulation to which Pledgor or the issuer of the Collateral or any part
thereof is subject; and

             (f) Pledgor has deposited with the Secured Party the Pledged Shares
duly endorsed in blank or accompanied by an assignment or assignments sufficient
to transfer title thereto.

          6. Obligations of Pledgor. Pledgor further represents, warrants and
             ---------------------- 
covenants to the Secured Party that:

             (a) Pledgor will not sell, transfer or convey any interest in, or
suffer or permit any lien or encumbrance to be created upon or with respect to,
any of the Collateral (other than as created under this Agreement) during the
term of the pledge established hereby;

             (b) Pledgor will, at its own expense, at any time and from time to
time at the Secured Party's request, do, make, procure, execute and deliver all
acts, things, writings, assurances and other documents as may be reasonably
proposed by the Secured Party to further enhance, preserve establish,
demonstrate or enforce the Secured Party's rights, interests and remedies
created by, provided in or emanating from this Agreement; and

             (c) Pledgor will not amend or modify, or permit the material
amendment or modification of, any provision of the Certificate of Incorporation
or By-laws of Citadel Realty or any agreement relating to the Certificate of
Incorporation or By-laws of Citadel Realty without the express written consent
of Secured Party.

          7.  Rights of Pledgor.  So long as no Event of Default has occurred
              -----------------                                              
and is continuing (as used herein "Event of Default" shall mean the occurrence
of any of the events described in Section 6 of the Credit Agreement or the
occurrence of a default under any of the other Loan Documents, in each case
which is not cured within any period of time expressly allowed by such documents
before the Secured Party can exercise its remedies on account of such event or
default, and so long as the Secured Party has not transferred the Collateral to
its own name under Section 4 hereof:

             (a) Pledgor shall be entitled to receive and retain any cash
dividends or cash interest payments paid on the Collateral which are permitted
by the Credit Agreement; and

                                       4

             (b) Pledgor shall be entitled to vote or consent with respect to
the Collateral in any manner not inconsistent with this Agreement, the Loan
Documents or any document or instrument delivered or to be delivered pursuant to
or in connection with the Loan Documents. Subject to the provisions of Section
8(a) of this Agreement, Pledgor hereby grants to the Secured Party an
irrevocable proxy to vote the Collateral which proxy shall be effective
immediately upon the occurrence of an Event of Default or registration of the
Collateral in the name of the Secured Party. Upon request of the Secured Party,
Pledgor agrees to deliver to the Secured Party such further evidence of such
irrevocable proxy or such further irrevocable proxy to vote the Collateral as
the Secured Party may request.

          8.  Rights of the Secured Party.  At any time and without notice, in
              ---------------------------                                     
addition to any other rights and remedies provided herein or otherwise available
to it, the Secured Party may:

             (a) upon the occurrence and during the continuance of an Event of
Default, cause the Collateral to be transferred to its name or to the name of
its nominee or nominees and thereafter exercise as to such Collateral all of the
rights, powers and remedies of an owner, and provided that, so long as no Event
of Default has occurred and is continuing, Pledgor shall retain the right to
vote the Collateral as set forth in Section 7 of this Agreement;

             (b) upon the occurrence and during the continuance of an Event of
Default collect by legal proceedings or otherwise all dividends, interest,
principal payments, capital distributions and other sums now or hereafter
payable on account of said Collateral, and hold the same as part of the
Collateral, or apply the same to any of the Obligations to the Secured Party in
such manner and order as the Secured Party may decide in its sole discretion;

             (c) upon the occurrence and during the continuance of an Event of
Default enter into any extension, subordination, reorganization, deposit,
merger, or consolidation agreement, or any other agreement relating to or
affecting the Collateral, and in connection therewith deposit or surrender
control of such Collateral thereunder, and accept other property in exchange
therefor and hold and apply such property or money so received in accordance
with the provisions hereof; and

             (d) discharge any taxes, liens, security interests or other
encumbrances levied or placed on the Collateral, pay for the maintenance and
preservation of the Collateral, or pay for insurance on the Collateral; the
amount of such payments, plus any and all fees, costs and expenses of the
Secured Party

                                       5

(including reasonable attorneys' fees and disbursements), in connection
therewith, shall, at the Secured Party's option, be reimbursed by Pledgor on
demand, with interest thereon at the rate provided in the Credit Agreement from
the date paid, or added to the Obligations secured hereby.

          9. Event of Default; Remedies. Upon the occurrence and continuance of
             --------------------------
an Event of Default as hereinbefore defined:

             (a) in addition to all the rights and remedies of a secured party
under the Uniform Commercial Code of the State of California or other applicable
law, the Secured Party shall have the right, and without demand of performance
or other demand, advertisement or notice of any kind, except as specified below,
to or upon the Pledgor or any other person (all and each of which demands,
advertisements and/or notices are hereby expressly waived to the extent
permitted by law), to proceed forthwith to collect, receive, appropriate and
realize upon the Collateral, or any part thereof and to proceed forthwith to
sell, assign, give an option or options to purchase, contract to sell, or
otherwise dispose of and deliver the Collateral or any part thereof in one or
more parcels at public or private sale or sales at any stock exchange, broker's
board or at any of the Secured Party's offices or elsewhere at such prices and
on such terms (including, without limitation, a requirement that any purchaser
of all or any part of the Collateral shall be required to purchase any
securities constituting the Collateral solely for investment and without any
intention to make a distribution thereof) as the Secured Party in its sole and
absolute discretion deems appropriate without any liability for any loss due to
decrease in the market value of the Collateral during the period held. Pledgor
hereby acknowledges that a sale to an "accredited investor" as such term is
defined in Regulation D of the regulations promulgated under the Securities Act
of 1933, as amended and in compliance with, but without registration or
qualification under, applicable federal and state securities laws shall be
deemed to have been conducted in a commercially reasonable manner. If any
notification of intended disposition of the Collateral is required by law, such
notification shall be deemed reasonable and properly given (under Section 9-
504(3) of the Uniform Commercial Code of the State of California or otherwise)
if mailed, postage prepaid, at least five (5) days before any such disposition
to Pledgor's address indicated above. Any disposition of the Collateral or any
part thereof may be for cash or on credit or for future delivery without
assumption of any credit risk, with the right to the Secured Party to purchase
all or any part of the Collateral so sold at any such sale or sales, public or
private, free of any equity or right of redemption in the Pledgor, which right
or equity is, to extent permitted by applicable law, hereby expressly waived or
released by the Pledgor. The sale of any of the

                                       6

Collateral on credit terms shall not relieve the Pledgor of its liability under
any of the Obligations until the full purchase price for the Collateral has been
paid in full;

             (b) all of the Secured Party's rights and remedies, including but
not limited to the foregoing, shall be cumulative and not exclusive and shall be
in addition to any other remedy given hereunder, under the Loan Documents or now
or hereafter existing at law or in equity or by statute and shall be enforceable
alternatively, successively or concurrently as the Secured Party may deem
expedient;

             (c) Pledgor recognizes that the Secured Party may be unable to
effect a public sale of all or a part of the Collateral by reason of certain
prohibitions contained in the Act, but may deem it advisable to resort to one or
more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire the Collateral for their own account, for
investment and not with a view for the distribution or resale thereof. Pledgor
agrees that private sales so made may be at prices and on other terms less
favorable to the seller than if the Collateral were sold at public sale, and
that the Secured Party has no obligation to delay the sale of any Collateral for
the period of time necessary to permit the registration of the Collateral for
public sale under the Act. Pledgor agrees that a private sale or sales made
under the foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner;

             (d) if any consent, approval or authorization of any state,
municipal or other governmental department, agency or authority should be
necessary to effectuate any sale or other disposition of the Collateral, or any
partial disposition of the Collateral, Pledgor will execute all such
applications and other instruments as may be required in connection with
securing any such consent, approval or authorization, and will otherwise use its
best efforts to secure the same, Pledgor further agrees to use its best efforts
to secure such sale or other disposition of the Collateral as the Secured Party
may deem necessary pursuant to the terms of this Agreement;

             (e) upon any sale or other disposition of the collateral, the
Secured Party shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold or disposed of. Each purchaser at any
such sale or other disposition (including the Secured Party) shall hold the
Collateral free from any claim or right of whatever kind, including any equity
or right of redemption of Pledgor. Pledgor specifically waives, to the extent
permitted by applicable law, all rights of redemption, stay or appraisal which
it had or may have under any rule of law or statute now existing or hereafter
adopted; and

                                       7

             (f) the Secured Party shall not be obligated to make any sale or
other disposition, unless the terms thereof shall be satisfactory to it. The
Secured Party may, without notice or publication, adjourn any private or public
sale, and, upon five (5) days' prior notice to Pledgor, hold such sale at any
time or place to which the same may be so adjourned. In case of any sale of all
or any part of the Collateral, on credit or future delivery, the Collateral so
sold may be retained by the Secured Party until the selling price is paid by the
purchaser thereof, but the Secured Party shall incur no liability in case of the
failure of such purchaser to take up and pay for the property so sold and, in
case of any such failure, such property may again be sold as herein provided.

          10.  Disposition of Proceeds.
               ------------------------

             (a) The proceeds of any sale or disposition of all or any part of
the Collateral shall be applied by the Secured Party in the following order:

                 (i) to the payment in full of the reasonable costs and expenses
of such sale or sales, collections and the protection, declaration and
enforcement of any security interest granted hereunder, including the reasonable
compensation of the Secured Party's agents and attorneys employed in connection
herewith;

                 (ii) to the payment of the Obligations in such order as the
Secured Party may elect; and

                 (iii) to the payment to Pledgor of any surplus then remaining
from such proceeds, subject to the rights of any holder of a lien on the
Collateral of which the Secured Party has actual notice.

             (b) In the event that the proceeds of any sale or other disposition
are insufficient to cover the principal of, and premium, if any, and interest
on, the Obligations plus reasonable costs and expenses of the sale or other
disposition as set forth in (a) above, Pledgor shall remain liable for any
deficiency.

          11.  Termination.  This Agreement shall continue in full force and
               -----------                                                  
effect until all Obligations shall have been indefeasibly paid in full and
satisfied. Subject to any sale or other disposition by the Secured Party of the
Collateral or any part thereof pursuant to this Agreement, the Collateral shall
be returned to Pledgor upon full payment, satisfaction and termination of all of
the Obligations.

                                       8

          12.  Expenses of the Secured Party. All reasonable expenses (including
               -----------------------------                                    
reasonable attorneys' fees and disbursements) incurred by the Secured Party in
connection with any actual or attempted sale, exchange of, or any enforcement,
collection, compromise or settlement respecting, the Collateral, or any other
action taken by the Secured Party hereunder whether directly or as attorney-in-
fact pursuant to a power of attorney or other authorization herein conferred,
for the purpose of satisfaction of the liability of Pledgor for failure to pay
the Obligations or as additional amounts owing by Pledgor to cover the Secured
Party's costs of acting against the Collateral, shall be deemed an Obligation of
Pledgor for all purposes of this Agreement and the Secured Party may apply the
Collateral to payment of or reimbursement of itself for such liability.

          13.  General Provisions.
               -------------------

             (a) The Secured Party or its designee is hereby appointed the
attorney-in-fact of Pledgor for the purpose of carrying out the provisions of
this Agreement and taking any action and necessary and advisable to accomplish
the purposes hereof, which appointment as attorney-in-fact is irrevocable as one
coupled with an interest.

             (b) The Secured Party and its assigns shall have no obligation in
respect of the Collateral except to use reasonable care in holding the
Collateral and to hold and dispose of the same in accordance with the term of
this Agreement.

             (c) Any notice or other communication hereunder shall be given in
accordance with the notice provisions in the Credit Agreement.

             (d) No failure on the part of the Secured Party to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Secured Party of
any right, power or remedy hereunder preclude any other or future exercise
thereof, or the exercise of any other right, power or remedy. The remedies
herein provided are cumulative and are not exclusive of any remedies provided by
law or any other agreement. The representations, covenants and agreements of
Pledgor herein contained shall survive the date hereof. Neither this Agreement
nor the provisions hereof can be changed, waived or terminated orally. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, legal representatives and assigns. This
Agreement may be executed in two or more counterparts and shall be governed by
and construed in accordance with the laws of the State of California.

                                       9

             (e) Pledgor hereby waives diligence, presentment, demand of any
kind, filing of claims with a court in the event of receivership or bankruptcy,
protests of any kind, notices of any kind, and all setoffs and counterclaims, to
the extent permitted by applicable law. Upon the occurrence and continuance of
an Event of Default, the Secured Party may proceed directly and at once, without
notice, against the Collateral to collect and recover the full amount or any
portion of the Obligations so due and payable, without first proceeding against
any other security or collateral provided by Pledgor or any other person with
respect to the Obligations.

          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the 2nd day of August 1994.

                            CITADEL HOLDING CORPORATION

                            By: /s/ Richard M. Greenwood
                                ___________________________
                                Name:  Richard M. Greenwood
                                Title: President and Chief Executive Officer

                            CRAIG CORPORATION

                            By: /s/ ROBIN SCOPHAMMER
                               ___________________________
                               Name:  Robin Scophammer
                               Title:  Chief Financial Officer

                                       10

                                  SCHEDULE "A"
                                  ------------

 
 
 Stock Certifi-      Description     Restrictions   Number of
   cate Number         of Stock      on Transfer     Shares
- - -----------------   --------------   ------------   ---------
                                           
      1              Common Stock,        None       1,000
                    $.01 par value
 
                                                     _____
                                           Total:    1,000
                                                     =====

                                       11

                                                                   EXHIBIT 10.20

                                PROMISSORY NOTE

$4,450,000.00                                                   Phoenix, Arizona
                                                                  August 3, 1994

     1.   FOR VALUE RECEIVED, CITADEL REALTY, INC., a Delaware corporation,
having an office at 600 North Brand Boulevard, Glendale, California 91209
("Maker"), promises to pay to the order of FIDELITY FEDERAL BANK, A Federal
Savings Bank, having an office at 600 North Brand Boulevard, Glendale,
California 91209, or its successor or assigns (collectively, the "Payee"), the
principal sum of FOUR MILLION FOUR HUNDRED FIFTY THOUSAND DOLLARS
($4,450,000.00), in lawful money of the United States of America with interest
thereon from the date of this Note at the Interest Rate (hereinafter defined).

     2.   (a)   The interest rate in effect from time to time (the "Interest 
Rate") shall be a rate equal to (i) 9.25% per annum until July 31, 1995 (the 
"Fixed Rate Period"); and (ii) thereafter, LIBOR plus 4.50% per annum for each 
Interest Period, adjusted monthly;

PROVIDED, HOWEVER, that for the purposes of Arizona Revised Statutes (S)44-
1201, the rate of interest contracted for in writing shall be the sum of the
Interest Rate plus any other fees or charges to Maker which are, or are deemed
by a court of competent jurisdiction to be, interest or in the nature of
interest.

          (b)   As used in this Paragraph 2:

                (i)    "Business Day" shall mean a day in which dealings are
                       carried on in the London interbank market and banks are
                       not required or authorized to close in London, England.

                (ii)   "Interest Period" shall mean a calendar month.

                (iii)  "LIBOR" shall mean the 30-day London Interbank Offered
                       Rate for United States dollar deposits as published in
                       the Wall Street Journal as of the first Business Day of
                       each Interest Period.

          (c)   Interest on the principal sum of this Note shall be calculated
 on the basis of a 360-day year, consisting of twelve (12) months of thirty (30)
 days each. However, interest due and payable for a period of less than a full
 calendar month shall be calculated by multiplying the actual number of days
 elapsed in such period by a daily rate based on a 360-day year. A payment of
 interest only shall be due on September 1, 1994 for the period ending August
 31, 1994.

     3.   (a)   Maker shall make equal monthly payments in an amount sufficient 
to amortize the principal sum plus interest on the outstanding principal balance
from time to time, payable in arrears, over a period of twenty-five (25) years,
commencing on the first (1st)

 
day of October, 1994, and on the first (1st) day of each calendar month 
thereafter (the "Monthly Due Date"). Monthly Payments for the Fixed Rate 
Period through the payment due September 1, 1995 shall be in the amount of 
$38,108.99 per month. The amount of the equal monthly payments shall be 
recalculated at the end of each twelve-month period starting on September 1, 
1995 and each September 1st thereafter for the new payment starting on each 
September 1st, with the then principal balance outstanding, together with 
interest at the then applicable Interest Rate, to be amortized over the 
remaining portion of the twenty-five (25) year amortization period; PROVIDED, 
HOWEVER, that the total increase in the equal monthly payments shall not exceed 
7.5% of the prior period payment. Any interest which is not paid because of 
fluctuations in the actual Interest Rate, or the limit on increase in payments 
as a result of the annual adjustment, or otherwise, shall be accrued and added 
to the principal balance until the principal balance reaches a maximum of 110% 
of the initial principal balance, and at such point the then principal balance 
shall be reamortized at the then current Interest Rate over the balance of the 
twenty-five (25) year amortization period without regard to the limit on the 
increase in the total monthly payment.

        (b) All payments made on this Note, including without limitation any 
prepayments, shall be applied first to the payment of the interest then accrued 
and due on the unpaid principal balance under this Note and the remainder of 
each installment shall be applied to the reduction of the unpaid principal; 
provided, however, that if Maker fails to repay any advances of monies made by 
Holder under the terms of any Loan Document, Holder may, at its option, apply 
any monies received from Maker first to the repayment of such advance, plus 
interest thereon at the "Default Rate" (as hereinafter defined), and the 
balance shall then be applied on account of any installment then due.

        (c) The unpaid principal sum and all interest thereon and all other 
sums and fees due under this Note shall be due and payable on the first day of
August, 2001 (the "Maturity Date").

        (d) If LIBOR shall equal eight percent (8.0%) or greater on any date 
when it is required to be determined, Maker shall purchase and thereafter
maintain as long as LIBOR equals or exceeds eight percent (8.0%), a LIBOR cap of
ten percent (10%) from a bank or financial institution acceptable to Payee and
assign any payments due to Maker under the agreement to Payee effective upon an
Event of Default by Payee under this Note or any document or instrument securing
the Note, and if Maker shall fail to purchase such LIBOR cap, then Payee may do
so and thereafter maintain the LIBOR cap during the required period, and all
costs and expenses incurred by Payee in purchasing or maintaining the LIBOR cap
shall be immediately due and payable by Maker to Payee and until paid shall bear
interest at the Default Rate.

        (e) All payments under this Note shall be made to Payee at the address 
specified above, or to such other designated bank or place, or in such other 
manner, including wire transfer of immediately available funds, as Payee may 
from time to time specify in writing.

                                      -2-

     4.   The whole of the principal sum of this Note, together with all 
interest accrued and unpaid thereon, and all other sums and fees payable 
hereunder, under the Deed of Trust (hereinafter defined), and under the other 
Loan Documents (as defined in the Mortgage) (such amounts hereinafter 
collectively referred to as the "Indebtedness") shall without notice become 
immediately due and payable at the option of Payee on the happening of any Event
of Default, as defined in the Deed of Trust (defined herein).

     5.   Maker shall have the right to prepay, in whole but not in part, the 
outstanding principal balance of the Note; provided that (a) Maker shall give 
Payee not less than 30, nor more than 90, days' prior written notice of its 
intention to prepay; and (b) prepayment shall be made on a business day; and (c)
Maker shall pay Payee a prepayment premium equal to the following percentage of
the then outstanding principal balance during the following periods after the
date of this Note: five percent (5%) during the first thirty-six (36) months of
the Note and declining by one percent (1%) during each twelve (12) month period
thereafter to one percent (1%) in the last period of twelve (12) months or less
prior to the Maturity Date. The prepayment premium shall be applicable to any
payment, whether voluntary or involuntary, including a payoff of the Note after
an acceleration upon an Event of Default.

     6.   Maker agrees that upon the occurrence of any Event of Default, Payee 
shall have the option, without notice to Maker, of increasing the rate of 
interest on the entire unpaid principal balance of this Note (provided, however,
that such rate of interest shall be increased automatically without notice or
election by Maker, upon the occurrence of any of the events set forth in Section
4.1(i) of the Deed of Trust), effective from the date of such Event of Default
(provided the Default Rate shall cease to be applicable upon the curing of such
Events of Default), to a rate (the "Default Rate") equal to (a) five percent
(5%) over the Interest Rate then applicable under this Note in the case of a
monetary Event of Default, and (b) two percent (2%) over the Interest Rate then
applicable under this Note in the case of a material non-monetary Event of
Default, and (c) the higher of the rates if both a monetary and non-monetary
Event of Default exist at the same time. This clause, however, shall not be
construed as an agreement or privilege to extend the date of the payment of the
Indebtedness, nor as a waiver of any other right or remedy accruing to Payee by
reason of the occurrence of an Event of Default. Mortgagee shall retain the
right to exercise any and all rights and remedies available at law and in
equity.

     7.   This Note is secured by, among other things, a Deed of Trust,
Assignment of Leases, Rents and Proceeds, Security Agreement and Fixture Filing
(the "Deed of Trust") dated the date hereof given by Maker to Payee covering
certain premises located in Maricopa County, Arizona.

     8.   Notwithstanding any provision herein, the total liability for payments
in the nature of interest shall not exceed the applicable limits imposed by any 
applicable State or Federal interest rate laws. If any payments in the nature of
interest, additional interest, and other charges made hereunder are held to be 
in excess of the applicable limits imposed by any applicable State of Federal 
laws, the amount held to be in excess shall be considered payment

                                      -3-

of principal and the indebtedness evidenced thereby shall be reduced by such 
amount in the inverse order of maturity so that the total liability for payments
in the nature of interest, additional interest and other charges shall not 
exceed the applicable limits imposed by any applicable State or Federal interest
rate laws.

     9. If any monthly principal and interest payment is not paid in full within
ten (10) days after the Monthly Due Date, or any other payment due to Maker
under the Loan Documents is not paid within ten (10) days after the same is due,
then a late charge equal to five percent (5%) of such payment (the "Late
Charge") shall be deemed to be immediately assessed and shall be immediately due
and payable. Such charges shall automatically become due to Payee without notice
and shall be paid to defray the expenses incurred by Payee in handling and
processing such delinquent payment, and to compensate Payee for the loss of the
use of such delinquent payment, and such amount shall be secured by the Deed of
trust. Such charges shall be in addition to interest at the Default Rate and all
other rights and remedies available to Payee upon the occurrence of an Event of
Default or a default under this Note or the Deed of Trust.

     10. This Note may not be modified, amended, waived, extended, changed, 
discharged or terminated orally or by any act or failure to act on the part of 
Maker or Payee, but only by an agreement in writing signed by the party against 
whom enforcement of any modification, amendment, waiver, extension, change, 
discharge or termination is sought.

     11. Maker and all other persons or parties who may become liable for the
payment of all or any part of the Indebtedness do hereby severally waive
presentment and demand for payment, notice of dishonor, protest and notice of
protest and non-payment. No release of any security for the Indebtedness or
extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note or the Deed of
Trust, or any other Loan Document made by agreement between Payee and any such
other person or party shall release, discharge, modify, change or affect the
liability of Maker, and any other person who may become liable for the payment
of all or any part of the Indebtedness, under any other provision of this Note
or the Mortgage. MAKER WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS NOTE OR THE
INTERPRETATION, BREACH OR ENFORCEMENT HEREOF.

     12. In the event that it should become necessary to employ counsel to
collect the Indebtedness or to protect or foreclose on the security therefor,
Maker agrees to pay reasonable attorneys' fees for the services and
disbursements of such counsel whether or not suit be brought.

     13. This Note is secured by a Deed of Trust and other Loan Documents of
even date herewith.

                                      -4-

 
 
          14.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 
THE LAWS OF THE STATE OF ARIZONA WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS 
THEREOF.  MAKER AND EACH ENDORSER AND GUARANTOR HEREBY SUBMIT TO PERSONAL 
JURISDICTION IN SAID STATE AND THE FEDERAL COURTS OF THE UNITED STATES OF 
AMERICA LOCATED IN SAID STATE (AND ANY APPELLATE COURTS TAKING APPEALS 
THEREFROM) FOR THE ENFORCEMENT OF EACH SUCH ENTITY'S OBLIGATIONS HEREUNDER, 
UNDER THE DEED OF TRUST, AND UNDER THE OTHER LOAN DOCUMENTS, AND WAIVES ANY AND
ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION 
WITHIN SUCH STATE FOR THE PURPOSES OF ANY ACTION, SUIT, PROCEEDING OR 
LITIGATION TO ENFORCE SUCH OBLIGATIONS OF SUCH ENTITY.  MAKER, AND EACH ENDORSER
AND GUARANTOR, HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY 
ACTION, SUIT, PROCEEDING OR LITIGATION ARISING OUT OF OR RELATING TO THIS NOTE, 
THE DEED OF TRUST, OR ANY OF THE OTHER LOAN DOCUMENTS, (a) THAT IT IS NOT 
SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT, PROCEEDING OR LITIGATION
MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS NOTE, THE
DEED OF TRUST, THE GUARANTY, AND/OR ANY OF THE OTHER LOAN DOCUMENTS MAY NOT BE 
ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION, 
(b) THAT THE ACTION, SUIT, PROCEEDING OR LITIGATION IS BROUGHT IN AN 
INCONVENIENT FORUM, OR (c) THAT THE VENUE OF THE ACTION, SUIT, PROCEEDING OR 
LITIGATION SUIT, PROCEEDING OR LITIGATION IS IMPROPER.  IN THE EVENT SUCH 
ACTION, SUIT, PROCEEDING OR LITIGATION IS COMMENCED, EACH MAKER, ENDORSER AND 
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE, AND PERSONAL JURISDICTION
OVER SUCH ENTITY OBTAINED, BY SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND 
OTHER PLEADINGS REQUIRED TO COMMENCE SUCH ACTION, SUIT, PROCEEDING OR LITIGATION
UPON SUCH ENTITY AT THE ADDRESS OF MAKER SET FORTH HEREIN.

          15.  If any term, covenant or condition of this Note is held to be 
invalid, illegal or unenforceable in any respect, this Note shall be construed 
without such provision.

          16.  Time is of the essence of each and every provision hereof.

          17.  The rights and remedies of Payee as provided in this Note and the
Loan Documents shall be cumulative and concurrent, and may be pursued singly, 
successively, or together against Maker, the property described in the Loan 
Documents, any guarantor hereof and any other funds, property or security held 
by Payee for the payment hereof or otherwise at the sole discretion of Payee.
The failure to exercise any such right or remedy shall in no event be construed
as a waiver or release of such rights and remedies or of the right to exercise
them at any later time.

                                      -5-
 
          IN WITNESS WHEREOF, Maker has duly executed this Note the day and year
first above written.

                                    CITADEL REALTY, INC.,
                                    a Delaware corporation

                                   By: /s/ Steve Wesson
                                          -----------------------
                                      Its: President
                                          -----------------------

                                      -6-

                                                                   EXHIBIT 10.21

                 [LOGO OF FIDELITY FEDERAL BANK APPEARS HERE]

                                PROMISSORY NOTE
     THIS NOTE INCLUDES PROVISIONS CONTAINED IN THE ATTACHED AMENDMENT(S).
                                                 Loan No:   3027749

U.S. $  5,775,000.00     Glendale, California     Date:  July 28, 1994

For value received, the undersigned promises to pay to FIDELITY FEDERAL BANK, A 
FEDERAL SAVINGS BANK, or order, at its office in the City of Glendale, 
California, or at such other place as the Holder hereof may from time to time 
designate in writing, the principal sum of  
  FIVE MILLION SEVEN HUNDRED SEVENTY FIVE THOUSAND AND NO/100------------------
dollars, with interest on unpaid principal from the date at the rate of 7.250 
percent per annum: principal and interest payable in monthly installments of
  THIRTY NINE THOUSAND THREE HUNDRED NINETY FIVE AND 68/100--------------------
dollars on the 1st day of each and every month, beginning October 1, 1994, and 
continuing until September 1, 2004 when said principal and interest together 
with all other sums provided for herein shall be due and payable. Each payment 
shall be credited first on interest then due and the remainder on principal, and
interest shall thereupon cease upon the principal so credited. Should default be
made in payment when due of any installment under this Note, or in any of the 
agreements contained in the Deed of Trust securing this Note, the whole sum of 
principal and interest shall, without notice, become immediately due and payable
at the option of the Holder hereof. Failure to exercise such option shall not 
constitute a waiver of the right to exercise it in the event of any subsequent 
default. The undersigned agrees to pay the interest rate specified in this Note 
both before and after any default set forth in paragraph 2.(k) of the Deed of 
Trust described below.

LATE CHARGE PROVISION:

By signing this Note, undersigned agrees with the Holder (i) that it would be 
impractical or extremely difficult to fix the Holder's actual damages in the 
event that any installment shall not be paid when due, (ii) to pay the Holder in
such event an amount equal to 10.000% of any such late installment and (iii) 
that such amount shall be deemed to be the damages of the Holder for its loss 
suffered by such delinquency in payment. Without limitation on its right, under 
the Deed of Trust securing this Note or otherwise, to compel prompt performance 
hereunder, Holder agrees to accept such amount in lieu of its actual damages for
any such delinquent payment of an installment. Late charge shall be due on any 
payment received by Holder hereof more than 10 calendar days after date due.

PREPAYMENT PRIVILEGE:
THIS NOTE MAY BE PAID IN FULL OR IN PART WITHOUT PENALTY AT ANY TIME.

This Note is secured by a Deed of Trust to GATEWAY MORTGAGE CORPORATION, a 
California corporation, as Trustee. Said Deed of Trust provides among other 
things as follows:

   "2.(k) DEFAULT: Default shall occur: (1) if payment or performance of any
   Note, indebtedness, liability or obligation secured hereby or of any interest
   thereon be not made at the time or in the manner agreed; or (2) if Trustor
   fails to perform any obligations hereunder; or (3) should Trustor or any
   successor in interest to Trustor in such property sell, sell under contract
   of sale, lease with option to purchase, convey, transfer, encumber, or
   alienate said property, or any part thereof, or any interest therein, or
   drill or extract or enter into a lease for the drilling or extraction of oil,
   gas, or other hydrocarbon substance or any mineral of any kind or character
   therefrom, or from any part therein, or be divested of his title or any
   interest therein in any manner or way, whether voluntary or involuntary,
   Beneficiary shall have the right, at its option, to declare any indebtedness
   or obligations secured hereby, irrespective of the maturity date specified in
   any Note or written agreement evidencing the same, immediately due and
   payable, and no waiver of this right shall be effective unless in writing and
   signed by Beneficiary; waiver of this right granted to Beneficiary as to one
   transaction or occurrence shall not be deemed to be a waiver of said right as
   to any subsequent transaction or occurrence; if Beneficiary exercises said
   option and Trustor fails to pay all such sums, it shall constitute a default
   hereunder; or (4) if this Deed of Trust, or any Note secured hereby, provides
   any charge for prepayment of any indebtedness secured hereby and Trustor
   fails to pay same when due, Trustor agrees to pay said prepayment charge if
   any of said indebtedness shall be paid prior to the due date stated in said
   Note or in this Deed of Trust, even if, and notwithstanding, Trustor shall
   have defaulted in payment thereof, or in performance of any agreement
   hereunder, and Beneficiary, by reason thereof, shall have declared all sums
   secured hereby immediately due and payable; or (5) if said property becomes
   the subject of abatement proceedings; or (6) if any financial information
   given by Trustor to Beneficiary be not true in any material respect or any
   essential financial information be withheld by Trustor from Beneficiary; or
   (7) if said property, or any part thereof, be attached or become subject to
   any other legal process and be not released therefrom within ninety (90)
   days; or (8) if Trustor(s) (or any one of them) become insolvent, make an
   assignment for the benefit of creditors, be the subject of any bankruptcy
   proceeding, reorganization, arrangement, insolvency, receivership,
   liquidation or dissolution proceedings; or (9) in the event that the
   indebtedness secured hereby was incurred for the purpose of enabling Trustor
   to acquire said property for his dwelling and if Trustor shall fail at any
   time to occupy such property as his dwelling without the prior written
   consent of the Beneficiary being first obtained, the Trustee, upon
   presentation to it of an affidavit signed by Beneficiary setting forth facts
   showing a default by Trustor under this paragraph, is authorized to accept as
   true and conclusive all facts and statements therein and to act thereon
   hereunder, or (10) if Trustor(s) (or any one of them) fails to perform, if
   such property includes a leasehold interest, each agreement of the lessee
   contained in the lease creating such leasehold or if Trustor(s) surrender(s)
   the leasehold estate or any interest herein conveyed, or terminate(s) or
   cancel(s) the lease, or without the express written consent of Beneficiary,
   alters or amends the lease; or (11) if Trustor is a partnership and the
   interest of a general partner is assigned or transferred, and/or if Trustor's
   partnership is dissolved for any reason."

   "2.(1) REMEDIES: Upon the happening of any such default, Beneficiary or
   Trustee, or both, without the necessity of any notice to or demand upon
   Trustor or any other party liable for the said indebtedness or having an
   interest in said property, may do any or all of the following: (1) declare
   all indebtedness secured hereby immediately due and payable; (2) take
   possession of and operate said property and any personal property thereon
   used in the operation of said property and any business conducted thereon
   without liability or obligation on its part, and do all such acts affecting
   said property as Beneficiary may deem necessary to keep it in good condition
   and repair and to conserve the value thereof; (3) to the extent permitted by
   law, bring an action to enforce the payment of any Note or indebtedness
   secured hereby without the necessity of exercising any remedy hereunder or
   the prior sale of said property and without thereby waiving any other right
   or remedy; (4) perform any of the foregoing acts with or without bringing any
   action or proceeding, or may do so through a receiver appointed by a court,
   and in any case without necessity of having given or recorded any notice of
   default or election to sell and without regard to the adequacy of security;
   (5) bring an action in any court of competent jurisdiction to foreclose this
   Deed of Trust or to recover possession of said property after foreclosure;
   (6) elect to sell said property or any part thereof pursuant to paragraph
   2.(m) hereof; (7) apply any funds in possession of Beneficiary including, but
   not limited to, funds under the provisions of paragraphs 2.(a), 2.(b) and
   2.(h), at option of Beneficiary, to the payment of principal and/or interest
   upon the obligation secured hereby in lieu of being applied to any of the
   purposes for which the fund was established."

   "3.(b) NO WAIVER by Beneficiary of any right under this Deed of Trust or the
   Note secured hereby shall be effective unless in writing. Waiver by
   Beneficiary of any right arising out of any transaction or occurrence shall
   not be deemed a waiver of any right arising out of any future action or
   occurrence. Failure by Beneficiary to exercise any right promptly after
   learning of the facts giving rise to such right shall not constitute a waiver
   of such right. The acceptance  of any payment by Beneficiary with
   knowledge of a default on the part of Trustor shall not constitute a waiver
   of such default."

   "6. OBLIGATION TO INFORM BENEFICIARY OF TRANSFER OR DEFAULT: That Trustor
   shall inform Beneficiary, in writing, prior to the time of the occurrence of
   the events described in Paragraph 2.(k) hereof; and to promptly furnish to
   Beneficiary any and all information concerning such events as Beneficiary
   shall request."

If action be instituted on this Note, I promise to pay the Holder hereof any 
expenses incurred thereby, including, but not limited to, reasonable attorneys' 
fees and court costs.

Principal and interest payable in lawful money of the United States.

In this Note, the singular shall include the plural and this Note shall be the 
joint and several obligation of each maker.

   CITADEL REALTY, INC., A DELAWARE CORPORATION

   BY: /S/ Steve Wesson
______________________________________________     _____________________________
   Steve Wesson, President and Secretary

______________________________________________     _____________________________

______________________________________________     _____________________________

[LOGO OF FIDELITY FEDERAL BANK APPEARS HERE]        AMENDMENT TO PROMISSORY NOTE

Date: July 28, 1994                                      Loan Number: 3027749
                                                                      -------
For value received, the undersigned agrees that the certain Note of even date
herewith in favor of FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, in the 
original principal sum of U.S. $      5,775,000.00             with payment 
computations based on an originally scheduled Loan Term of       360      months
and with a Term of Maturity of      120     months is hereby modified by adding
the following:

INTEREST RATE ADJUSTMENTS

The initial interest rate specified in the Note shall be adjusted by increasing 
or decreasing the interest rate beginning    September 1   , 1995 and every   6 
month(s) thereafter. All adjusted interest rates shall be determined by adding a
margin of 3.625    % to the index in effect as of the date 45 days before each 
scheduled interest rate adjustment. The result of this addition (X) shall ( ) 
shall not be rounded to the nearest one-eighth of one percentage point. The 
index to be used is as follows:

( ) the most recent available monthly weighted average cost of Savings,
    Borrowings and Advances by the Federal Home Loan Bank of San Francisco
    ("Bank") to district members of the Bank based on the statistics tabulated
    by the Bank.

(X) the weekly average yield on United States Treasury securities adjusted to a
    constant maturity of 1 year(s), as made available by the Federal Reserve
    Board.

( )

The first interest rate adjustment shall be reflected in the payment due October
1, 1995 

( ) with a maximum increase at each scheduled interest rate adjustment of %
    more than the interest rate in effect at the beginning of the immediately
    preceding months

( ) with a maximum decrease at each scheduled interest rate adjustment of % less
    than the interest rate in effect at the beginning of the immediately
    preceding months

( ) with a maximum interest rate increase during the LIFE OF THE LOAN of    %
    greater than the interest rate reflected in the payment

    ( ) EXCEPT as stated under Due-On-Sale provisions

( ) with a maximum interest rate decrease during the LIFE OF THE LOAN of       %
    less than the interest rate reflected in the           payment

    ( ) EXCEPT as stated under Due-On-Sale provisions

( ) with a maximum interest rate of       % during the LIFE OF THE LOAN 

    ( ) EXCEPT as stated under Due-On-Sale provisions

AT ANY TIME, SHOULD THE PAYMENT AMOUNT NOT BE SUFFICIENT TO COVER THE AMOUNT OF
INTEREST THEN DUE, THE DEFICIENT INTEREST AMOUNT SHALL BE ADDED TO THE
UNPAID PRINCIPAL BALANCE WITH INTEREST CHARGED AT THE RATE THEN IN EFFECT. Only
the Beneficiary may select an alternate comparable index to permit interest rate
adjustments if the index stated above is no longer available.

PAYMENT ADJUSTMENTS

EXCEPT AS OUTLINED BELOW UNDER THE RECAST PROVISIONS, the PAYMENT AMOUNT shall 
be increased or decreased to an amount which shall be sufficient to pay in full 
the then unpaid balance INCLUDING ANY DEFERRED INTEREST WHICH MAY HAVE BEEN
ADDED TO THE PRINCIPAL at the then applicable interest rate, in equal
installments over the remainder of the originally scheduled Loan Term, beginning
after 12 month(s) from the first payment and every 12 months thereafter. The
first adjusted payment shall begin with the payment due October 1, 1995

(X) except the payment amount cannot be increased more than 7.500  % over the 
    immediately preceding payment level
( ) except the payment cannot be decreased more than       % under the 
    immediately preceding payment level 

RECAST PROVISIONS

(X) Commencing with the payment due October 1, 1999 and every 60 months 
    thereafter, the payment amount shall be increased or decreased to an amount 
    which shall be sufficient to pay in full the then unpaid balance INCLUDING 
    DEFERRED INTEREST WHICH MAY HAVE BEEN ADDED TO THE PRINCIPAL at the then 
    applicable interest rate, in equal installments over the remainder of the 
    originally scheduled Loan Term.

(X) At any time, should the unpaid balance (including amounts added to the
    principal) exceed 110 % of the original principal sum, the payment amount
    shall be increased to an amount which shall be sufficient to pay in full the
    then unpaid balance INCLUDING DEFERRED INTEREST WHICH MAY HAVE BEEN ADDED TO
    THE PRINCIPAL, at the then applicable interest rate, in equal installments 
    over the remainder of the originally scheduled Loan Term.

DUE-ON-SALE

(X) The due-on-sale provisions in paragraphs 2.(k) and 2.(l) of the Deed of
    Trust and referred to in the Note shall be allowed [( ) TO ANY] [(X)) 1
    TIME(S) to qualified buyer(s) accepted in writing by the Beneficiary 
    provided a fee of one percent of the then remaining unpaid balance and other
    usual assumption charges are paid to the Beneficiary for [(X) THIS] [( ) 
    EACH SUCH] assumption

    ( ) AND PROVIDED at the option of the Beneficiary, the maximum interest rate
        interest or decrease during the remaining LIFE OF THE LOAN may be % 
        greater or % less than the interest rate in effect on the date of 
        assumption
    (X) AND FURTHER PROVIDED
          (X) this    assumption(s) is/are approved by Beneficiary prior to 
              09/01/04
          ( ) assumption(s) is/are approved by Beneficiary prior to

 
The adjustment of interest rate and payment amount of the Note shall not create
a novation and the lien of the Deed of Trust as to principal and adjusted
interest as accrued shall at all times be on a parity with the lien of the Deed
of Trust as to principal and interest rate on the date of recording.

To the extent that the provisions of this Amendment are inconsistent with the 
provisions of the Note or Deed of Trust, the provisions of this Amendment shall 
control and shall supersede any such inconsistent provisions.

CITADEL REALTY, INC., A DELAWARE CORPORATION

By: /s/ Steve Wesson
____________________________________________     _______________________________
Steve Wesson, President and Secretary

____________________________________________     _______________________________

____________________________________________     _______________________________

                 [LOGO OF FIDELITY FEDERAL BANK APPEARS HERE]
                               AMENDMENT TO NOTE

Date:    07/28/94                                Loan Number:   3027749

For value received, the undersigned agrees that the certain Note of even date 
herewith in favor of FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, in the 
original principal sum of U.S.$ 5,775,000.00                         is hereby 
modified by adding the following:

Without releasing Maker from or affecting any of Maker's obligations under this 
Note or any security documents, and without impairing or otherwise limiting 
Holder's right to foreclose the Deed of Trust or enforce any of Holder's other 
rights or remedies under this Note or any security documents, and except as 
hereafter provided, Holder waives its right to enforce against Maker a judgment
imposing liability on Maker for any deficiency in payment of the indebtedness by
this note.
Notwithstanding the foregoing, Maker shall be fully liable to Holder, and Holder
may enforce any judgment against Maker, for:
   a.  Any fraud or misrepresentation by Maker in connection with this Note or 
any security document;
   b.  The retention, after payment of the ordinary and usual operating and 
maintenance costs and expenses of the property, of any rental or other income 
arising with respect to the property collected by Maker after Holder has given 
notice that Maker is in default under this Note or any security document (a 
"default notice"), to the full extent of such retained rental or other income;
   c.  The fair market value, as of the time of any default notice, of any
 personal property or fixtures comprising the property removed or disposed by
 Maker, other than in accordance with the terms of any applicable security
 document;
   d.  The retention or misapplication of any insurance proceeds or 
condemnation or other awards, if and to the extent such sums are required to be 
made or delivered to Holder and/or used for restoration of the property in 
accordance with the terms of the Deed of Trust;
   e.  The failure to pay when due any taxes and assessments or other fees, 
charges, cost or expenses which constitute, or failing such payment leads to the
imposition on the property or any interest therein of a lien, imposition or 
encumbrance, which would be payable prior to any of the obligations secured by 
the security documents or have priority for any reason over any of the security 
documents; and
   f.  Any and all of Holder's costs, expenses, losses, damages, or liabilities,
whether incurred prior to or after foreclosure of the Deed of Trust, including, 
without limitation, attorneys' fees, directly or indirectly arising out of or 
related to the use, generation, storage, release, threatened release, discharge,
disposal or presence on, under or about the property, or transportation to or 
from the property of any materials, wastes or substances defined or classified 
as hazardous or toxic under federal, state or local laws, ordinances or 
regulations. Holder shall have the right to recover its damages hereunder in a 
separate proceeding brought for that purpose or in any foreclosure action under 
any of the security documents or by invocation of any of Holder's other rights 
and remedies thereunder or at law or equity; and Maker's liability under this 
paragraph shall survive foreclosure under any security document.

To the extent that the provisions of this Amendment are inconsistent with the 
provisions of the Note or Deed of Trust, the provisions of this Amendment shall 
control and shall supersede any such inconsistent provisions.

CITADEL REALTY, INC., A DELAWARE CORPORATION

BY: /s/ Steve Wesson
____________________________________________     _______________________________
Steve Wesson, President and Secretary

____________________________________________     _______________________________

____________________________________________     _______________________________

                 [LOGO OF FIDELITY FEDERAL BANK APPEARS HERE]
                         [XX] SECOND AMENDMENT TO NOTE
                        [  ] AMENDMENT TO DEED OF TRUST

Date: July 28, 1994                              Loan Number:   3027749

For value received, the undersigned agrees that the certain Note and/or Deed of 
Trust of even date herewith in favor of FIDELITY FEDERAL BANK, A FEDERAL SAVINGS
BANK,  in the original principal sum of U.S. $5,775,000.00             is hereby
modified by adding the following:

1.   The "Late Charge Provision" is modified to provide for a late charge in an 
     amount equal to 5.00% of any late installment instead of 10.00%.

2.   If at any time during the term of the Note, the weekly average yield on
     United States Treasury securities adjusted to a constant maturity of one
     year, as made available by the Federal Reserve Board (the "Index") is equal
     to or greater than 8%, then in such event the undersigned shall purchase a
     10% one year Treasury Cap (the "CAP"), the benefit of which shall be
     assigned to Holder. The Cap shall be in effect at all times during the term
     of the loan when the Index is equal to or greater than 8% and shall be
     satisfactory to Holder. If the Holder does not purchase such Cap within
     thirty days after the Index reaches or exceeds 8%, Holder may purchase such
     Cap for the remaining term of the Loan (a "Life Cap"). In the event Holder
     purchases a Life Cap, the cost thereof shall be added to the principal
     balance of the Note. Any recast of the Note as a result of adding such cost
     to the principal of the Note shall be in accordance with the recast
     provisions of the Note.

To the extent that the provisions of this Amendment are inconsistent with the 
provisions of the Note or Deed of Trust, the provisions of this Amendment shall 
control and shall supersede any such inconsistent provisions.

CITADEL REALTY, INC., A DELAWARE CORPORATION

BY:  /s/ Steve Wesson
____________________________________________     _______________________________
Steve Wesson, President and Secretary

____________________________________________     _______________________________

____________________________________________     _______________________________

                                                                   EXHIBIT 10.22

[LOGO OF FIDELITY FEDERAL BANK APPEARS HERE]                 GUARANTY AGREEMENT

                                                              Loan No.

This agreement (hereinafter "Guaranty Agreement") is made and entered into this
third (3rd) day of August,       , 1994, by CITADEL HOLDING CORPORATION, a 
Delaware corporation,

(hereinafter referred to as "Guarantor"), regardless of number, for the benefit 
of FIDELITY FEDERAL BANK, a Federal Savings Bank, its successors and/or assigns 
(hereinafter referred to as the "Bank").

     1. The Bank is considering the advisability of making a loan in the
original principal amount of $4,450,000.00 wherein there will be executed a note
(hereinafter "Note") secured by deed of trust (hereinafter "Deed of Trust") 
upon the real property in the County of Maricopa        , State of Arizona 
legally described as:

                         SEE EXHIBIT A ATTACHED HERETO

commonly known and designated as the Camelback Arboleda Office Complex

to CITADEL REALTY, INC., a subsidiary of Guarantor

(hereinafter referred to as "Borrower"), regardless of number.

     2. The Bank is willing to make Borrower such a loan, a condition of which
is that Guarantor execute this Guaranty Agreement.

     3. Guarantor agrees there is valuable consideration moving from the Bank to
Borrower and to Guarantor, and from Borrower and Guarantor to the Bank.
Guarantor does hereby unconditionally guarantee and promise to pay to the Bank,
on demand, in lawful money of the United States, any and all indebtedness of
Borrower to the Bank evidenced by or arising out of or in any way connected with
the Note and/or Deed of Trust, and/or any other agreements executed by Borrower
pertaining to the loan above mentioned. Guarantor does hereby further
unconditionally guarantee and promise to the Bank, on demand of the Bank, to
perform all agreements to be performed by Borrower under the Note and/or Deed of
Trust and/or any other agreements executed by Borrower pertaining to the loan 
above mentioned.

     4. The obligations of Guarantor hereunder are independent of the 
obligations of Borrower, and a separate action or actions may be brought and 
prosecuted against Guarantor whether an action is brought against Borrower or 
whether Borrower is joined in any such action or actions.

     5. Guarantor authorizes the Bank, without notice or demand, and without 
affecting Guarantor's liability hereunder, from time to time to (a) renew, 
compromise, extend, accelerate or change the time for payment thereof, or 
otherwise modify the Note and/or Deed of Trust, or the security therefore, or 
change any of the promises or agreements mentioned in Section 3 hereof; (b) take
and hold security, other than and/or in addition to the Deed of Trust, for the 
payment of the indebtedness guaranteed and/or the performance of said promises 
and agreements; and to exchange, enforce, waive and release any security, 
including the Deed of Trust; (c) apply all security and direct the order or 
manner of sale thereof as the Bank, in its discretion, may determine; and (d) 
release or substitute any one or more of the Guarantors.

     6. The Bank may, without notice, assign its interest in and to this 
Guaranty Agreement in whole or in part.

     7. Guarantor waives any right to require the Bank to (a) proceed against 
Borrower; (b) proceed against or exhaust any rights contained in the Deed of 
Trust or other security; or (c) pursue any other remedy whatsoever in the Bank's
power. Until all indebtedness of Borrower to the Bank shall have been paid in 
full, even though such indebtedness is in excess of Guarantor's liability 
hereunder, Guarantor shall have no right of subrogation, and waives any right to
enforce any remedy which the Bank now has or may hereafter have against
Borrower, and waives any benefit of, and any right to participate in, any
security now or hereafter held by the Bank. Guarantor waives all presentments,
demands for performance, notices of non-performance, notices of dishonor, and
notices of the existence, creation or incurrence of new or additional
indebtedness.

     8. Notwithstanding anything to the contrary in this Guaranty Agreement, 
Guarantor hereby irrevocably waives all rights it may have at law or in equity 
(including, without limitation, any law subrogating Guarantor to the rights of 
the Bank) to seek contribution, indemnification, or any other form of 
reimbursement from Borrower, any other Guarantor, or any other person now or 
hereafter primarily or secondarily liable for any obligations of Borrower to the
Bank, for any disbursement made by Guarantor under or in connection with this 
Guaranty Agreement or otherwise.

     9. Any indebtedness of Borrower now or hereafter held by Guarantor is 
hereby subordinated to the indebtedness of Borrower to the Bank, and such 
indebtedness of Borrower to Guarantor, if the Bank so requires, shall be 
collected, enforced and received by Guarantor as trustee for the Bank, and shall
be paid to the Bank on account of the indebtedness of Borrower to the Bank, but 
without reducing or affecting, in any manner, the liability of Guarantor under 
the other provisions of this Guaranty Agreement.

    10. If Borrower is a corporation, partnership, or trust, it is not necessary
for the Bank to inquire into the powers of Borrower, or of the officers, 
directors, partners, trustees or agents acting, or purporting to act on 
Borrower's behalf, and any indebtedness made or created in reliance upon the 
professed exercise of such powers shall be guaranteed hereunder.

                                                               Page 1 of 2 Pages

 
    11. In the event any action or proceeding be brought by the Bank to enforce
this Guaranty Agreement, or by or against Guarantor or by the Bank, or both, or
the Bank appears in any action or proceeding in any way connected with or
arising out of this Guaranty Agreement, then Guarantor agrees to pay Bank's
reasonable attorney fees, costs, and expenses, whether any such action or
proceeding proceeds to judgment or not. Guarantor waives any right to trial by
jury in the event of any such action or proceeding.

    12. If this Guaranty Agreement is signed by more than one person,
partnership or corporation, then all obligations thereof hereunder shall be
joint and several.

    13. As used herein, the singular number includes the plural and the 
masculine gender includes the feminine and neuter.

    14. Guarantor hereby acknowledges receipt of a copy of the Note and Deed
of Trust referred to herein.

    15. This Guaranty is entered into under, and shall be construed in 
accordance with, the laws of the State of Arizona.

    IN WITNESS WHEREOF, Guarantor has executed this Guaranty Agreement the day 
and year first written above.

CITADEL HOLDING CORPORATION

By: /s/  Andre Shih
   --------------------------------     ---------------------------------------
                          Guarantor                                   Guarantor
Its:  SVP & Treasurer
      Acting CFO
    -----------------------

   --------------------------------     ---------------------------------------
                          Guarantor                                   Guarantor

STATE OF CALIFORNIA               )
COUNTY OF LOS ANGELES             )
          ------------------------
On   August 2, 1994     , before me,
  ----------------------
personally appeared   Andre Shih
                   ----------------
- - -----------------------------------,
personally known to me to be the person
whose name is subscribed to the within
instrument, and acknowledged to me
that he executed the same in his
authorized capacity and that by his
signature on the instrument the person
or the entity upon behalf of which the
person acted, executed the instrument.

WITNESS my hand and official seal.

Signature /s/  Winifred T. Dozier
         -----------------------------

       WINIFRED T. DOZIER  
         COMM. #987731
    NOTARY PUBLIC - CALIFORNIA
       LOS ANGELES COUNTY
  My Comm. Expires March 30, 1997 

 
                        CHICAGO TITLE INSURANCE COMPANY                  Page 1

                               LEGAL DESCRIPTION

Escrow/Title No. 9407961

PARCEL NO. 1:

That portion of the Northwest quarter of the Northwest quarter of Section 22, 
Township 2 North, Range 3 East of the Gila and Salt River Base and Meridian, 
Maricopa County, Arizona, more particularly described as follows:

Commencing at the Northeast corner of the Northwest quarter of the Northwest 
quarter of said Section 22;

thence West, along the North line of said Section 22, a distance of 652.16 feet;

thence South 00 degrees 44 minutes 50 seconds West, along the West line of the 
East 652.16 feet of the said Northwest quarter of the Northwest quarter of said 
Section 22, a distance of 560.05 feet to a point on the South line of the North 
560.00 feet of the Northwest quarter of the Northwest quarter of said Section 
22, said point being the True Point of Beginning; 

thence East along said South line, a distance of 211.99 feet to a point on a 
line parallel with the East line of said Northwest quarter of the Northwest 
quarter, said parallel line being 440.17 feet West, as measured along the North 
line of said Section 22, from the Northeast corner of said Northwest quarter of 
the Northwest quarter:

thence South 00 degrees 44 minutes 50 seconds West, along last said parallel 
line, 429.49 feet to the South line of the North half of the South half of the 
Northwest quarter of the Northwest quarter of said Section 22;

thence North 89 degrees 59 minutes 30 seconds West, along last said South line, 
a distance of 220.27 feet to a point on the East line of the West half of the 
Northwest quarter of the Northwest quarter of said Section 22;

thence South 00 degrees 47 minutes 00 seconds West, along last said East line, a
distance of 90.00 feet to a point on the South line of the North 90.00 feet of 
the West half of the South half of the South half of the Northwest quarter of 
the Northwest quarter of said Section 22;

thence North 89 degrees 59 minutes 30 seconds West, along last said South line, 
620.46 feet to the East line of the West 40 feet of said Northwest quarter of 
Section 22;

thence North 00 degrees 49 minutes 08 seconds East, along last said East line, a
distance of 153.35 feet to a point on a line, parallel to the North line of said
Section 22, last said parallel line is South 926.25 feet, as measured along the
West line of said Section 22, from the Northwest corner of said Section 22;

thence East, along last said parallel line, 257.71 feet;

thence North 45 degrees 52 minutes 51 seconds East, 490.29 feet to the beginning
of a tangent curve, concave Westerly, said curve having a radius of 25.00 feet;

thence Northeasterly and Northerly along the arc of said curve, 19.69 feet, to a

                           EXHIBIT "A" (Page 1 of 3)

                        CHICAGO TITLE INSURANCE COMPANY                Page 2

                               LEGAL DESCRIPTION

Escrow/Title No. 5407961

point of tangency;

thence North 00 degrees 44 minutes 50 seconds East, along said tangent, 7.21 
feet to the South line of the North 560.00 feet of the Northwest quarter of the
Northwest quarter of said Section 22;

thence East, along said South line, 16.00 feet to the True Point of Beginning;

Except that portion of the Northwest quarter of the Northwest quarter of said 
Section 22 described as follows:

Beginning at the Southeast corner of the Northeast quarter of the Southwest 
quarter of said Northwest quarter of the Northwest quarter;

thence South 0 degrees 47 minutes 00 seconds West, along the East line of the 
West half of said Northwest quarter of the Northwest quarter, a distance of 2.57
feet to the True Point of Beginning;

thence continuing South 0 degrees 47 minutes 00 seconds West, along said East 
line, a distance of 87.43 feet to a point in the South line of the North 90.00 
feet of the West half of the South half of the South half of said Northwest 
quarter of the Northwest quarter;

thence North 89 degrees 59 minutes 30 seconds West, along said South line, a 
distance of 31.00 feet to the Point of Beginning of a non-tangent circular curve
concave Southwesterly, having a radius point which bears South 67 degrees 18 
minutes 39 seconds West a distance of 12.00 feet;

thence Northwesterly along the arc of said curve, a distance of 8.01 feet to the
Point of Beginning of a reserve curve, the radius point of which bears North 29 
degrees 03 minutes 25 seconds East, a distance of 45.00 feet;

thence Northwesterly, Northerly, Northeasterly and Easterly, along the arc of 
said reverse curve, a distance of 134.46 feet to the True Point of Beginning.

PARCEL NO. 2:

All easements appurtenant to the Fee Parcel provided for in that certain
instrument entitled, Easement Agreement recorded August 31, 1981 in Docket
15484, page 49 and First Supplement recorded in Recording No. 87-664392, records
of Maricopa County, Arizona.

PARCEL NO. 3:

The West half of the South half of the South half of the Northwest quarter of 
the 

                           EXHIBIT "A" (Page 2 of 3)
                           -------------------------

                       CHICAGO TITLE INSURANCE COMPANY                 Page 3

                              LEGAL DESCRIPTION

Escrow/Title No. 9407961

Northwest quarter of Section 22, Township 2 North, Range 3 East of the Gila and
Salt River Base and Meridian, Maricopa County, Arizona;

Except the North 90 feet;

Also except the West 40 feet;

Also except the East 30 feet;

Also except the South 50 feet;

also except beginning at the intersection of the North line of said South 50 
feet with the East line of the West 40 feet of said West half;

thence Northerly along said East line a distance of 21 feet;

thence Southeasterly to a point in said North line that lies 21 feet East of the
Point of Beginning;

thence to the Point of Beginning;

Also except that part of said West half bounded on the East by the West line of
said East 30 feet, on the South by the North line of the South 40 feet, and on
the Northwest by the arc of a circular curve concave Northwesterly having a
tangent length of 12 feet and being tangent to said West line and to said North
line.

                           EXHIBIT "A" (Page 3 of 3)
                           -------------------------

 

                                                                   EXHIBIT 10.23

                  UNSECURED ENVIRONMENTAL INDEMNITY AGREEMENT

     This Unsecured Environmental Indemnity Agreement is entered into as of 
August 3, 1994, by Citadel Realty, Inc., a Delaware corporation ("Borrower" or 
"Indemnitor"), in favor of Fidelity Federal Bank, a Federal Savings Bank 
("Lender"), with reference to the following facts:

     A.   Lender has or will loan Borrower an amount of up to $4,450,000, which 
Loan is evidenced by a Promissory Note ("Note") of even date.  Repayment of the 
Loan is secured by a Deed of Trust, Assignment of Leases, Rents and Proceeds, 
Security Agreement and Fixture Filing of even date herewith (the "Deed of 
Trust") executed by Borrower as trustor, in favor of Lender, as beneficiary, 
encumbering certain real and other property (referred to in the Deed of Trust 
and herein as the "Premises").

     B.   As a condition to making the Loan, Lender requires Indemnitor, to the 
extent required herein, to defend, indemnify and hold harmless Lender from any 
Environmental Claim, or Requirement of Environmental Law, or the violation of 
any Environmental Permit, or the release and discharge of Hazardous Materials, 
as these terms are defined below, which is related to the Premises.  Lender 
would not make the Loan without this Agreement and Indemnitor acknowledges and 
understands that this Agreement is a material inducement for Lender's agreement 
to make the Loan.  This Indemnity Agreement is not intended to be, nor shall it 
be, secured by the Deed of Trust and it is not intended to secure repayment of 
any amounts due upon the Note or otherwise due to Lender under any document or 
instrument evidencing or securing the Loan.

     NOW THEREFORE, Indemnitor agrees as follows:

     1.   Indemnification.
          ---------------

          (a)  Indemnitor shall defend, indemnify, and hold harmless Lender, its
               assigns and their respective officers, directors, shareholders,
               and employees and their respective heirs, legal representatives,
               successors, and assigns (Lender and all such other persons and
               entities being referred to herein individually as an "Indemnitee"
               and collectively as "Indemnitees") from and against all
               liabilities, losses, costs, damages, expenses or claims,
               including, but not limited to, remedial, removal, response,
               abatement, cleanup, legal, investigative, and monitoring costs
               and other related costs, expenses, losses, damages, penalties,
               fines, liabilities, obligations, defenses, judgments, suits,
               proceedings, and disbursements (including, without limitation,
               reasonable attorneys' and experts' fees and disbursements) of any
               kind or of any nature whatsoever, which may at any time be
               imposed upon any Indemnitee, incurred by an Indemnitee, or arise
               (directly or indirectly): (i) from Requirements of Environmental
               Law as applied with respect to the Premises, (ii) with respect to

 
               Environmental Claims related to the Premises, (iii) from the
               failure of Borrower, or any other party directly or indirectly
               connected with the Premises, from and after the date hereof to
               obtain, maintain, or comply with any Environmental Permit
               relating to the Premises; and/or (iv) otherwise from the presence
               or existence of Hazardous Materials on the Premises which Occur
               from and after the date hereof, including all consequential
               damages. 

          (b)  In the event that any investigation, site monitoring,
               containment, cleanup, removal, restoration or other remedial work
               of any kind or nature (the "Remedial Work") is reasonably
               necessary under any applicable local, state or federal law or
               regulation, any judicial order, or by any governmental or
               nongovernmental entity or person because of, or in connection
               with, the presence or suspected presence, release or suspected
               release, in each case which Occurs from and after the date
               hereof, of Hazardous Materials in or into the air, soil,
               groundwater, surface water or soil vapor at, on, about, under or
               within the Premises (or any portion thereof), Indemnitor shall
               within thirty (30) days after written demand for performance
               thereof by Indemnitees (or such shorter period of time as may be
               required under any applicable law, regulation, order or
               agreement), commence to perform, or cause to be commenced, and
               thereafter diligently prosecuted to completion, all such Remedial
               Work. Notwithstanding the foregoing, Indemnitor may contest in
               good faith the obligation to perform Remedial Work as long as
               such contest does not subject the Premises to any lien or
               forfeiture or otherwise further subject the Premises to further
               material contamination as a result of the release of additional
               Hazardous Materials or create a substantial risk to persons or
               property. All Remedial Work shall be performed by one or more
               contractors, approved in advance in writing by Lender, and under
               the supervision of a consulting engineer approved in advance in
               writing by Lender, which approvals in both cases shall not be
               unreasonably withheld. All costs and expenses of such Remedial
               Work shall be paid by indemnitor including, without limitation,
               the charges of such contractor(s) and/or the consulting engineer,
               and the reasonable attorneys' fees and costs incurred by
               Indemnitees in connection with monitoring or review of such
               Remedial Work. In the event Indemnitor shall fail to timely
               commence, or cause to be commenced, or fail to diligently
               prosecute to completion, such Remedial Work, Indemnitees may, but
               shall not be required to, cause such Remedial Work to be
               performed and all costs and expenses thereof, or incurred in
               connection therewith, shall become an Environmental Claim
               hereunder.

          (c)  Anything to the contrary set forth in this Agreement, in the Deed
               of Trust, or elsewhere notwithstanding, except to the extent the
               release or

                                      -2-

               discharge of any Hazardous Materials is the proximate result of
               the acts or omissions of Indemnitor or its agents or employees,
               Indemnitor shall not be required to defend, indemnify or hold
               Lender harmless for any Environmental Claim which are the result
               of a release of Hazardous Materials in or into the air, soil,
               groundwater, surface water or soil vapor at, on, under or within
               the Premises which Occurs after Lender (or its nominee or agent)
               acquires possession of the Premises or title to the Premises,
               provided that Lender (or such nominee or agent) knew or should
               have known that such release of Hazardous Materials was occurring
               and could have, by the exercise of reasonable good faith efforts,
               prevented such release, or which occurs as a proximate result of
               Lender's (or such nominee's or agent's) acts or omissions (i)
               during such possession or (ii) after Lender acquires title to the
               Premises. If Lender shall take temporary possession of the
               Premises and thereafter return such possession to Borrower, the
               provisions of this Agreement shall continue in full force and
               effect with respect to any release or discharge of Hazardous
               Materials occurring after Borrower retakes possession of the
               Premises.

          (d)  This Agreement is solely intended to protect Lender from the
               matters set forth in the preceding paragraphs 1(a) and 1(b) and
               is not intended to secure payment of amounts due to Lender under
               the Deed of Trust. This Agreement is not intended to be, nor
               shall it be, secured by the Deed of Trust or any other document
               which secures the Loan (collectively, the "Loan Documents").

          (e)  This Agreement, and all rights and obligations hereunder, shall
               survive performance and repayment of the obligations evidenced by
               and arising under the Loan Documents, reconveyance of the Deed of
               Trust, release of other security provided in connection with the
               Loan, trustee's sale or foreclosure under the Deed of Trust
               and/or any of the other Loan Documents (whether by deed or other
               assignment in lieu of foreclosure, or otherwise), acquisition of
               the Premises by Lender, and transfer of all of Lender's rights in
               the Loan, the Loan Documents, and the Premises.

          (f)  Nothing contained in this Agreement shall prevent or in any way
               diminish or interfere with any rights and remedies, including
               without limitation, the right to contribution, which Lender may
               have against Borrower or any other party under the Federal
               Comprehensive Environmental Response, Compensation and Liability
               Act of 1980 ("CERCLA") (codified at Title 42 U.S.C. Sections
               9601 et seq.), as it may be amended from time to time, or any
               other applicable Federal or state laws.

     2.   Definitions.  For purposes of this Agreement, the following terms 
          ----------- 
shall have the following meanings:

                                      -3-

          (a)  "Environmental Claim" shall include, but not be limited to, any
               claim, demand, action, suit, loss, cost, damage, fine, penalty,
               expense, liability, judgment, proceeding, or injury, whether
               threatened, sought, brought, or imposed, that seeks to impose
               costs or liabilities for (i) noise emanating from the Premises;
               (ii) pollution or contamination of the air, surface water, ground
               water, or land; (iii) solid, gaseous, or liquid waste generation,
               handling, treatment, storage, disposal, or transportation; (iv)
               exposure to Hazardous Materials; (v) the manufacture, processing,
               distribution in commerce, use, or storage of Hazardous Materials;
               (vi) injury to or death of any person or persons directly or
               indirectly connected with Hazardous Materials and directly or
               indirectly related to the Premises; (vii) destruction or
               contamination of any property directly or indirectly connected
               with Hazardous Materials and directly or indirectly related to
               the Premises; or (viii) any and all penalties directly or
               indirectly connected with Hazardous Materials and directly or
               indirectly related to the Premises, in each case which Occur
               during the period of Indemnitor's ownership of the Premises. The
               term "Environmental Claim" also includes associated (i) costs of
               removal of any and all Hazardous Materials from all or any
               portion of the Premises, (ii) costs required to take necessary
               precautions to protect against the release of Hazardous Materials
               on, in, under, or affecting the Premises into the air, surface
               water, ground water, land, any public domain, or any surrounding
               areas, and (iii) costs incurred to comply, in connection with all
               or any portion of the Premises or any surrounding areas, with all
               applicable laws with respect to Hazardous Materials, including
               any such laws applicable to the work referred to in this
               sentence. "Environmental Claim" also means any asserted or actual
               breach or violation of any Requirements of Environmental Law, or
               any event, occurrence, or condition which Occurs during the
               period of Indemnitor's ownership of the Premises, as a
               consequence of which, pursuant to any Requirements of
               Environmental Law, (i) Borrower, Lender, or any owner, occupant,
               or person having any interest in the Premises shall be liable or
               suffer any disability, or (ii) the Premises shall be subject to
               any restriction on use, ownership, transferability, or (iii) any
               remedial work shall be required.

          (b)  "Environmental Permit" means any permit, license, approval, or
               other authorization with respect to any activities, operations,
               or businesses conducted on or in relation to the Premises under
               any applicable law, regulation, or other subdivision or
               jurisdiction related to pollution or protection of health or the
               environment, including laws, regulations, or other requirements
               relating to emissions, discharges, or releases or threatened
               releases of Hazardous Materials into ambient air, surface water,
               ground water, or land, or otherwise relating to the manufacture,
               processing, distribution, use, generation, treatment, storage,
               disposal,

                                      -4-

 
               transportation, or handling of Hazardous Materials directly or 
               indirectly related to the Premises.

          (c)  "Hazardous Materials" shall include without limitation: (i)
               those substances included within the definitions of "hazardous
               substances", "hazardous materials", "toxic substances", or
               "hazardous waste" in CERCLA, the Resource Conservation and
               Recovery Act of 1987, as amended ("RCRA"), and the Hazardous
               Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.,
               and in the regulations promulgated pursuant to said laws; (ii)
               those substances defined as "special wastes" in A.R.S. (s)49-851,
               et seq.; (iii) those substances listed in the United States
               -- ---
               Department of Transportation Table (49 CFR 172.101 and
               amendments thereto) or by the Environmental Protection Agency (or
               any successor agency) as hazardous substances (40 CFR Part 302
               and amendments thereto); (v) any material, waste or substance
               which is (A) petroleum, (B) asbestos, (C) polychlorinated
               biphenyls, (D) designated as a "hazardous substance" pursuant to
               Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et
               seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307
               of the Clean Water Act (33 U.S.C. Section 1317); (E) flammable
               explosives; or (F) radioactive materials; and (vi) such other
               substances, materials and wastes which are or become regulated as
               hazardous or toxic under applicable local, state or federal law,
               or the United States government, or which are classified as
               hazardous or toxic under federal, state, or local laws or
               regulations.

          (d)  "Occur" means that the event or matter was caused by actions or
               omissions which are first taken, or omitted to be taken, or in
               the case of Hazardous Materials are first discharged or released,
               or in the case of a violation of Requirements of Environmental
               Law first happen, in each case on or after the date hereof,
               except that with respect to any of such items or matters which
               occur before the date hereof, Occur shall include any increase in
               the discharge or release, or violation, or the costs of Remedial
               Work which are caused by the failure of Borrower to take any
               actions required by this Agreement or Requirements of
               Environmental Law.

          (e)  "Requirements of Environmental Law" means all requirements of
               environmental or ecological laws or regulations related to the
               Premises, including all requirements imposed by any law, rule,
               order, or regulation of any federal, state or local executive,
               legislative, judicial, regulatory, or administrative agency,
               board, or authority, which relate to (i) noise; (ii) pollution or
               protection of the air, surface water, ground water, or land;
               (iii) solid, gaseous, or liquid waste generation, treatment,
               storage, disposal, or transportation; (iv) exposure to Hazardous
               Materials; or (v)

                                      -5-

               regulation of the manufacture, processing, distribution and 
               commerce, use, or storage of Hazardous Materials.

3.        Notice of Actions.
          -----------------

          (a)  Upon becoming aware of the following, Borrower shall give prompt
               written notice to Lender of: (i) any proceeding, inquiry, notice,
               or other communication by or from any governmental authority,
               including, without limitation, the Arizona Department of
               Environmental Quality and the Environmental Protection Agency, to
               Indemnitor regarding the presence or existence of any Hazardous
               Material on, under, or about the Premises or any migration
               thereof from or to the Premises or any actual or alleged
               Violation of Environmental Law; (ii) all Environmental Claims and
               any other claims made or threatened against Borrower or the
               Premises relating to any loss or injury resulting from or
               pertaining to any Hazardous Material or any alleged breach or
               violation of any Requirements of Environmental Law; (iii)
               Borrower's discovery of any occurrence or condition on any real
               property adjoining or in the vicinity of the Premises that might
               reasonably cause the Premises or any part thereof to be subject
               to any restrictions on ownership, occupancy, transferability, or
               use, or subject the owner or any person having any interest in
               the Premises to any liability, penalty, or disability under any
               Environmental Law; and (iv) Borrower's receipt of any notice or
               discovery of any information regarding any actual or alleged use,
               production, storage, spillage, seepage, release, discharge,
               disposal or any other presence or existence of any Hazardous
               Material on, under, or about the Premises, or any alleged breach
               or violation of any Requirements of Environmental Law pertaining
               to Borrower or the Premises. With respect to the obligations of
               this subsection, Borrower has expressly informed Lender regarding
               the nearby real property that is the subject of the Complaint and
               Consent Decree entered May 25, 1994 in Arizona v. Bank One, Civ.
                                                      -------    --------
          
               No. 94-0082 PHX PGR (D. Ariz., filed January 11, 1994).

          (b)  Promptly upon receipt of the same, Borrower shall deliver to
               Lender copies of any and all Environmental Claims, and any and
               all orders, notices, permits, applications, reports, and other
               communications, documents, and instruments pertaining to the
               actual, alleged, or potential presence or existence of any
               Hazardous Material on, under, or about the Premises. With respect
               to the obligations of this subsection and the lawsuit mentioned
               above, Borrower has furnished such information to the extent
               requested by Lender, and Borrower is under no further obligation
               unless Lender requests additional information.
               
                                      -6-

          (c)  If Lender reasonably believes that Borrower is not adequately
               protecting Lender's interest in such action, Lender shall have
               the right to join and participate in, as a party if it so elects,
               any legal proceedings or actions in connection with the Premises
               involving any Environmental Claim, any Hazardous Material or any
               Requirements of Environmental Law, and to the extent that
               Borrower is otherwise obligated to indemnify Lender hereunder,
               Borrower shall also reimburse Lender upon demand for all of
               Lender's costs and expenses in connection therewith, including
               attorneys' fees.

4.        Procedures Relating to Indemnification.
          --------------------------------------

          (a)  To the extent of any matter or matters arising under or within
               Section 1 above which are Indemnitor's responsibility, Indemnitor
               shall at its own cost, expense, and risk: (i) defend all suits,
               actions, or other legal or administrative proceedings that may be
               brought or instituted against an Indemnitee or Indemnitees, as
               the case may be, on; (ii) pay in or satisfy any judgment or
               decree that may be recorded against an Indemnitee or Indemnitees,
               as the case may be, in any such suit, action, or other legal or
               administrative proceedings; (iii) reimburse Indemnitee or
               Indemnitees, as the case may be, for the cost of, or for any
               payment made by any of them, with respect to any reasonable
               expenses incurred in connection with the Hazardous Materials
               undertaken as a result of any demands, causes of actions,
               lawsuits, proceedings, or any other claims threatened, made, or
               brought against any Indemnitee or Indemnitees, as the case may
               be, arising out of the obligations of Indemnitor under this
               Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the
               case may be, for any and all expenses, including, but not limited
               to, all legal expenses arising out of or attributable to, the
               above acts or in connection with enforcing the rights of
               Indemnitees under this Agreement or in monitoring and
               participating in any action, proceeding, or litigation.

          (b)  Counsel selected by Indemnitor pursuant to Section 4(a) above
               shall be subject to the reasonable approval of the Indemnitee or
               Indemnitees, as the case may be, asserting a claim hereunder;
               provided, however, that Indemnitee or Indemnitees, as the case
               may be, may elect to defend any such claim, lawsuit, action,
               legal or administrative proceeding at the cost and expense of
               Indemnitor, if, in the reasonable judgment of the Indemnitee or
               Indemnitees, as the case may be, (i) the defense is not
               proceeding or being conducted in a satisfactory manner, or (ii)
               there is a conflict of interest between any of the Indemnitor and
               any Indemnitees.

                                      -7-

          (c)  Notwithstanding anything in this Agreement to the contrary,
               Indemnitor shall not, without the prior written consent of Lender
               (which consent shall not be unreasonably withheld or delayed),
               (i) settle or compromise any action, suit, proceeding, or claim
               or consent to the entry of any judgment that does not include as
               an unconditional term thereof the delivery by the claimant or
               plaintiff to Lender of a written release of Lender (in form,
               scope and substance reasonably satisfactory to Lender in its
               discretion) from all liability in respect of such action, suit, 
               or proceeding; or (ii) settle or compromise any action, suit,
               proceeding, or claim in any manner that may materially and
               adversely affect Lender as determined by Lender in its reasonable
               discretion. In any circumstances in which this indemnity applies,
               Lender may employ its own legal counsel and consultants to
               prosecute, negotiate, or defend any such claim, action, or cause
               of action, and Lender shall have the right to compromise or
               settle the same in good faith without the necessity of showing
               actual lability therefor, and without the consent of Indemnitor.
               In any circumstances where this indemnity applies, Indemnitor
               shall reimburse Lender upon demand for all costs and expenses
               incurred by Lender, including the amount of all costs of
               settlements entered into in good faith, and the fees and other
               costs and expenses of such attorneys and consultants.

     5.  Binding Effect. This Agreement shall be binding upon and to the benefit
         --------------
of Indemnitor and Indemnitees and their respective successors and assigns, 
including as to Lender, without limitation, any affiliate of Lender which 
acquires all or part of the Premises by any sale, assignment or foreclosure 
under the Deed of Trust, by deed or other assignment in lieu of foreclosure, or 
otherwise.

     6.  Limitation of Liability of Indemnitees. Notwithstanding any ownership 
         --------------------------------------
by any Indemnitee at any time of all or any portion of the Premises, in no event
shall any Indemnitee (including any successor or assign as holder of the Note) 
be bound by any obligations or liabilities of any of the Indemnitor.

     7.  Liability of Indemnitor. The liability of Indemnitor under this 
         -----------------------
Agreement shall in no way be limited or impaired by, any amendment or 
modification or the provisions of the Loan Documents to or with Lender by 
Borrower or any person who succeeds Borrower as owner of the Premises. In 
addition, the liability of Indemnitor under this Agreement shall in no way be 
limited or impaired by (i) any extensions of time for performance required by 
any of the Loan Documents; (ii) any sale, assignment, or foreclosure of the Note
or Deed of Trust or any sale or transfer of all or part of the Premises; (iii) 
any exculpatory provision in any of the Loan Documents or any statute limiting 
Lender's recourse to property encumbered by the Deed of Trust or to any other 
security, or limiting Lender's rights to a deficiency judgment against Borrower;
(iv) the accuracy or inaccuracy of the representations and warranties made by 
Borrower under any of the Loan Documents; (v) the release of Borrower or any 
other person or entity from performance or observance of any of the agreements, 
covenants, terms, or

                                      -8-

conditions contained in any of the Loan Documents by operation of law, Lender's
voluntary act, or otherwise; (vi) the release or substitution in whole or in
part of any security for the obligations of Borrower under the Loan Documents;
or (vii) Lender's failure to record the Deed of Trust or file any UCC financing
statements (or Lender's improper recording or filing of any thereof) or to
otherwise perfect, protect, secure, or insure any security interest or lien
given as security for the repayment of obligations under the Loan Documents;
and, in any such case, whether with or without notice to Borrower and with or
without consideration.

     8.   Waiver.  Indemnitor waives any right or claim of right to cause a 
          ------
marshalling of the assets of Indemnitor or to cause Lender to proceed against 
any of the security for the Loan Documents before proceeding under this 
Agreement against Indemnitor or to proceed against Indemnitor in any particular 
order.  Indemnitor agrees that any payments required to be made hereunder shall 
become due on demand. Indemnitor expressly waives and relinquishes all rights 
and remedies accorded by applicable law to Indemnitor or guarantors, except any 
rights of subrogation that Indemnitor may have, provided that the indemnity 
provided for hereunder shall neither be contingent upon the existence of any 
such rights of subrogation nor subject to any claims or defenses whatsoever that
may be asserted in connection with the enforcement or attempted enforcement of 
such subrogation rights, including, without limitation, any claim that such 
subrogation rights were abrogated by any acts of Lender, including, without 
limitation, a trustee's sale or foreclosure sale under the Deed of Trust. 
Indemnitor hereby agrees to postpone the exercise of any and all rights of 
subrogation to the rights of Lender against Indemnitor hereunder and any rights 
of subrogation to any collateral securing the Loan until the Loan shall have 
been paid in full.

     9.   Delay.  No delay on Lender's part in exercising any right, power, or 
          -----
privilege under any of the Loan Documents shall operate as a waiver of any such 
privilege, power, or right.

     10.  Execution.  This Agreement may be executed in one or more 
          --------- 
counterparts, each of which shall be deemed as original.

     11.  Notices.
          -------

          (a)  All notices, consents, approvals, elections and other
               communications (collectively "Notices") hereunder shall be in
               writing (whether or not the other provisions of this Agreement
               expressly so provide) and shall be deemed to have been duly given
               if mailed by United States or Canadian registered or certified
               mail, with return receipt requested, postage prepaid, or by
               United States Express Mail or courier service to the parties at
               the following addresses (or at such other addresses as shall be
               given in writing by any party to the others pursuant to this
               Section) and shall be deemed complete upon receipt or refusal to
               accept delivery as indicated in the return receipt or in the
               receipt of such Express Mail or courier service;

                                     -9-

 
               To Indemnitor:    Citadel Realty, Inc.
                                 600 North Brand Boulevard
                                 Glendale, California 91209

               To Lender:        Fidelity Federal Bank
                                 600 North Brand Boulevard
                                 P. O. Box 1631
                                 Glendale, California 91209

          (b)  In the event of any strike or occurrence of another similar event
               which interrupts mail service, notices may be served personally 
               upon an individual, trustee, partner, or an officer or director 
               of a corporation which is or is part of the party being served 
               hereunder (all at the address set forth in this Section).

     12.  Attorney's Fees.  In the event that Indemnitor or any Indemnitee 
          ---------------
brings any suit or other proceeding with respect to the subject matter or 
enforcement of this Agreement, the prevailing party (as determined by the court,
agency or other authority before which such suit or proceeding is commenced) 
shall, in addition to such other relief as may be awarded, be entitled to 
recover attorneys' fees, expenses and costs of investigation incurred in 
appellate proceedings, costs incurred in establishing the right to 
indemnification, or in any action or participation in, or in connection with, 
any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code, 11 
United States Code Sections 101 et seq., or any successor statutes.

     13.  Successive Actions.  A separate right of action hereunder shall arise 
          ------------------
each time Lender acquires knowledge of any matter described in Sections 1 or 3 
hereof.  Separate and successive actions may be brought hereunder to enforce any
of the provisions hereof at any time and from time to time.  No action hereunder
shall preclude any subsequent action, and Borrower hereby waives and covenants 
not to assert any defense in the nature of splitting of causes of action or 
merger of judgments.

     14.  Partial Invalidity.  If any provision of this shall be determined to 
          ------------------
be unenforceable in any circumstances by any court of competent jurisdiction, 
then the balance of this Agreement nevertheless shall be enforceable, and the 
subject provision shall be enforceable in all other circumstances.

     15.  Interest on Unpaid Amounts.  All amounts required to be paid or 
          --------------------------
reimbursed to any Indemnitee hereunder shall bear interest from the date of 
expenditure by such Indemnitee or the date of written demand to any Indemnitor 
hereunder, whichever is earlier, until paid to Indemnitee(s).  The interest rate
shall be equal to the Default Rate of interest set forth in the Note.

                                     -10-

     16.  Governing Law.  This Agreement and the rights and obligations of the 
          -------------
parties hereunder shall in all respects be governed by, and construed and 
enforced in accordance with, the laws of the State of Arizona.

     IN WITNESS WHEREOF, Indemnitor has executed this Unsecured Indemnity 
Agreement as of the date set forth above.

                                                    BORROWER:

                                                    CITADEL REALTY, INC.,
                                                    a Delaware corporation

                                                    By:  /s/ Steve Wesson
                                                       -------------------------
                                                       Its:      President
                                                           ---------------------

                                     -11-

                                                                   EXHIBIT 10.24
 
                        [LOGO OF FIDELITY FEDERAL BANK]
                  UNSECURED ENVIRONMENTAL INDEMNITY AGREEMENT

                                                               Loan No. 3027749

This INDEMNITY AGREEMENT is entered into as of July 28,1994, by CITADEL REALTY, 
INC., A DELAWARE CORPORATION ("Indemnitor") and FIDELITY FEDERAL BANK, A FEDERAL
SAVINGS BANK ("Lender").

A. Indemnitor is the owner of certain real property located in the City of Los
   Angeles, County of Los Angeles, State of California, more particularly
   described in the Deed of Trust and Assignment of Rents (the "Deed of Trust")
   by Indemnitor, as Trustor, to Gateway Mortgage Corporation, as Trustee, in
   favor of Lender as Beneficiary being executed concurrently herewith
   (collectively, the "Property").

B. Indemnitor has requested a loan from Lender in the original principal amount
   of U.S. $5,775,000.00 ("Loan"), to be evidenced by a Promissory Note
   ("Note"), and secured by the Deed of Trust.

C. In consideration of Lender granting the Loan to Indemnitor, Indemnitor has
   agreed to indemnify and hold harmless Lender against any liability or loss
   from claims or causes of action due to the failure of Indemnitor or the
   Property to comply with any local, state or federal laws or regulations
   relating to industrial hygiene and environmental conditions on the Property.

In consideration of the granting of the Loan, and other good and valuable 
consideration actually received, Indemnitor and Lender agree as follows:

 1. Indemnitor shall keep and maintain the Property in compliance with and not
    cause or permit the Property to be in violation of any federal, state or
    local laws, ordinances or regulations relating to industrial hygiene or
    hazardous waste or to the environmental conditions on, under or about the
    Property, including but not limited to, soil and ground water conditions.
    Indemnitor shall not use, generate, manufacture, store or dispose of on,
    under or about the Property or transport to or from the Property any
    flammable explosives, radioactive materials, hazardous wastes, toxic
    substances or related materials, including, without limitation, any
    substance defined as or included in the definition of "hazardous
    substances," "hazardous wastes," "hazardous materials," or "toxic
    substances" under any applicable federal or state laws or regulations now or
    hereafter in effect (collectively "Hazardous Materials"). To the best of
    Indemnitor's knowledge, no Hazardous Materials are located on or below the
    Property, except as may be disclosed on that certain Phase I environmental
    report prepared for Lender with respect to the property.

 2. Indemnitor shall immediately advise Lender in writing of (i) any and all
    enforcement, cleanup, removal or other governmental or regulatory actions
    instituted, completed or threatened pursuant to any applicable federal,
    state or local laws, ordinances, or regulations relating to any Hazardous
    Materials affecting the Property ("Hazardous Materials Laws"); (ii) all
    claims made or threatened by any third party against Indemnitor or the
    Property relating to damage, contribution, cost recovery, compensation, loss
    or injury resulting from any Hazardous Materials (the matters set forth in
    clauses (i) and (ii) above are hereinafter referred to as "Hazardous
    Materials Claims"); and (iii) Indemnitor's discovery of any occurrence or
    condition on any real property adjoining or in the vicinity of the Property
    that could cause the Property or any part thereof to be classified as
    "border-zone property" under California Health and Safety Code, Sections
    25220 et seq. or any regulation adopted in accordance therewith, or to be
    otherwise subject to any restrictions on the ownership, occupancy,
    transferability or use of the Property under any Hazardous Materials Laws.

 3. Without Lender's prior written consent, Indemnitor shall not take any
    remedial action in response to the presence of any Hazardous Materials on,
    under, or about the Property, nor enter into any settlement, consent or
    compromise which might, in Lender's reasonable judgment, impair the value of
    the Lender's security under the Deed of Trust; provided, however, that
    Lender's prior consent shall not be necessary if the presence of Hazardous
    Materials on, under, or about the Property either poses an immediate threat
    to the health, safety or welfare of any individual or is of such a nature
    that an immediate remedial response is necessary and it is not possible to
    obtain Lender's consent before taking such action. In such event Indemnitor
    shall notify Lender as soon as practicable of any actions so taken. Lender
    agrees not to withhold its consent, where such consent is required
    hereunder, if either (i) a particular remedial action is ordered by a court
    of competent jurisdiction, or (ii) Indemnitor establishes to the reasonable
    satisfaction of Lender that there is no reasonable alternative to such
    remedial action which would result in less impairment of Lender's security
    hereunder.

ALL TERMS AND CONDITIONS CONTINUED ON THE REVERSE SIDE ARE INCLUDED IN THIS 
INDEMNITY AGREEMENT.

CITADEL REALTY, INC., A DELAWARE CORPORATION

     /s/  Steven Wesson
BY: _____________________________            --------------------------------
          Steve Wesson,
    President and Secretary

- - ---------------------------------            --------------------------------

- - ---------------------------------            --------------------------------

FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK

       /s/  Godfrey B. Evans
BY: _____________________________        BY: --------------------------------
            Godfrey B. Evans,
    Executive Vice President and Secretary             Assistant Secretary

                 UNSECURED ENVIRONMENTAL INDEMNITY AGREEMENT
                                 (Continued)
 
 4. Indemnitor hereby agrees to indemnify and defend Lender and hold Lender, its
    directors, officers, employees, agents, successors and assigns, harmless
    from and against any and all claims, losses, damages (including
    consequential damages), liabilities, fines, penalties, charges,
    administrative and judicial proceedings and orders, judgments, remedial
    action requirements, enforcement actions of any kind, and all costs and
    expenses incurred in connection therewith (including but not limited to
    attorneys' fees and expenses), arising directly or indirectly, in whole or
    in part, out of (i) the presence on, under or about the Property of any
    Hazardous Materials, or any releases or discharges of any Hazardous
    Materials on, under or from the Property (ii) the costs of any required or
    necessary repair, cleanup or detoxification of the Property, and the
    preparation and implementation of any closure, remedial or other required
    plans, or (iii) any activity carried on or undertaken on or off the
    Property, whether prior to or during the term of the Loan, and whether by
    Indemnitor or any predecessor in title or any employees, agents, contractors
    or subcontractors of Indemnitor or any predecessor in title, or any third
    persons at any time occupying or present on the Property, in connection with
    the handling, treatment, removal, storage, decontamination, cleanup,
    transport or disposal of any Hazardous Materials at any time located or
    present on, under or about the Property. The foregoing indemnity shall
    further apply to any residual contamination on, under or about the Property,
    or affecting any natural resources arising in connection with the
    generation, use, handling, storage, transport or disposal of any such
    Hazardous Materials, and irrespective of whether any of such activities were
    or will be undertaken in accordance with applicable laws, regulations, codes
    and ordinances.

    If, in Lender's reasonable judgment, Lender believes that Indemnitor is not
    adequately protecting Lender's interest in the property, Lender shall have
    the right to join and participate in, as a party if it so elects, any legal 
    proceedings or actions initiated in connection with any Hazardous Materials
    Claims and to have its reasonable attorneys' fees and expenses in connection
    therewith paid by Indemnitor, or to be defended by Indemnitor from and
    against any Hazardous Materials Claims with counsel chosen by Lender.

 5. This Agreement shall be an unsecured obligation of Indemnitor to Lender, 
    notwithstanding any provision of the Deed of Trust or any other agreement
    which might be construed to secure this Agreement. This Agreement shall
    survive the repayment of the Note and the reconveyance of the Deed of Trust,
    or the transfer of title to the Property through judicial or nonjudicial 
    foreclosure or pursuant to a deed in lieu of foreclosure.

 6. Should any party hereto engage an attorney or institute any action or 
    proceeding at law or in equity, or in connection with an arbitration, to
    enforce any provision of this Agreement, including an action for declaratory
    relief, or for damages by reason of an alleged breach of any provision of
    this Agreement, or otherwise in connection with this Agreement, or any
    provision thereof, the prevailing party shall be entitled to recover from
    the losing party or parties reasonable attorneys' fees and costs for
    services rendered to the prevailing party in such action or proceeding.

 7. This Agreement shall, in all respects, be governed by the laws of the State 
    of California applicable to agreements executed and to be wholly performed 
    within California.

 8. Nothing contained herein shall be construed so as to require the commission 
    of any act contrary to law, and wherever there is any conflict between any 
    provisions contained herein and any present or future statute, law,
    ordinance or regulation, the latter shall prevail; but the provision of this
    Agreement which is affected shall be curtailed and limited only to the
    extent necessary to bring it within the requirements of the law.

 9. No amendment, change or modification of this Agreement shall be valid, 
    unless in writing and signed by all of the parties hereto.

10. All of the terms and provisions contained herein shall inure to the benefit 
    of and shall be binding upon the parties hereto and their respective
    heirs, legal representatives, successors and assigns.

11. This Agreement constitutes the entire understanding and agreement of the 
    parties with respect to its subject matter and any and all prior agreements,
    understandings or representations with respect to its subject matter are
    hereby terminated and cancelled in their entirety and are of no further
    force or effect.

12. No waiver by any party hereto of a breach of any provision of this Agreement
    shall constitute a waiver of any proceeding or succeeding breach of the same
    or any other provision hereof.

13. The obligations hereunder are joint and several. Lender shall have the right
    to seek recourse against Indemnitor to the full extent provided herein. No 
    election in one form of action or proceeding, or against any party, or on
    any obligations, shall constitute a waiver of Lender's right to proceed in
    any other form of action or proceeding or against any other party.

14. In this Agreement, the singular shall include the plural and this Agreement 
    shall be the joint and several obligation of each maker.

 
                                                                   EXHIBIT 10.25

================================================================================

                         REGISTRATION RIGHTS AGREEMENT

                           Dated as of June 30, 1994

                                    Between

                 FIDELITY FEDERAL BANK, A Federal Savings Bank,

                          CITADEL HOLDING CORPORATION

                                  and certain

                        HOLDERS OF CLASS C COMMON STOCK
                            OF FIDELITY FEDERAL BANK

================================================================================

                               TABLE OF CONTENTS
                               -----------------

                                                                        Page
                                                                        ----
 
1.   Certain Definitions.............................................     1
     -------------------     
     Affiliate.......................................................     1
     Citadel.........................................................     1
     Class A Common Stock............................................     1
     Class B Common Stock............................................     1
     Class B Holder..................................................     1
     Class C Common Stock............................................     1
     Class C Holder..................................................     1
     Closing Date....................................................     1
     Combined Maximum Number.........................................     2
     Common Stock....................................................     2
     Demand Expiration Date..........................................     2
     Demand Notice...................................................     2
     Demand Securities...............................................     2
     Exchange Act....................................................     2
     FFB.............................................................     2
     FFB Information.................................................     2
     First Offer Notice..............................................     2
     First Offer Price...............................................     2
     Form OC.........................................................     2
     Form 10-K Filing Date...........................................     2
     Holder..........................................................     2
     Information Statement...........................................     2
     Maximum Number..................................................     3
     OTS.............................................................     3
     Person..........................................................     3
     Piggyback Class B Expiration Date...............................     3
     Piggyback Class C Expiration Date...............................     3
     Primary Maximum Number..........................................     3
     Registrable Class B Securities..................................     3
     Registrable Class C Securities..................................     3
     Registrable Securities..........................................     4
     Registration Expenses...........................................     4
     Requesting Stockholder..........................................     4
     Restructuring...................................................     4
     Right of First Offer............................................     4
     Securities Act..................................................     4
     Securities Regulations..........................................     4
     Selling Stockholder.............................................     4

2.   Registration Under the Securities Regulations...................     4
     ---------------------------------------------     
     (a)  Demand Registrations.......................................     4
     (b)  "Piggy-Back" Registrations.................................     8

3.   Registration Procedures.........................................     11
     -----------------------     

                                       i

                                                                          Page
                                                                          ---- 
4.   Registration Expenses..............................................   18
     ---------------------     

5.   Representations and Warranties.....................................   19
     ------------------------------     

6.   Indemnification....................................................   20
     ---------------     
     (a)  Indemnification by FFB........................................   20
     (b)  Indemnification by the Selling Stockholders 
          and any Agents and Underwriters...............................   21
     (c)  Notices of Claims, Etc........................................   22
     (d)  Contribution..................................................   23

7.   Underwritten Offerings.............................................   24
     ----------------------     
     (a)  Selection of Underwriters.....................................   24
     (b)  Participation by Selling Stockholders.........................   24

8.   Resale Restrictions................................................   24
     -------------------     

9.   Certain Distributions by Citadel...................................   25
     --------------------------------     

10.  Miscellaneous......................................................   26
     -------------
     (a)  Citadel Lock-up...............................................   26
     (b)  No Inconsistent Agreements....................................   26
     (c)  Illegality....................................................   26
     (d)  Recovery of Litigation Costs..................................   27
     (e)  Notices.......................................................   27
     (f)  Parties in Interest...........................................   27
     (g)  Survival......................................................   28
     (h)  LAW GOVERNING.................................................   28
     (i)  Headings......................................................   28
     (j)  Entire Agreement; Amendments..................................   28
     (k)  Inspection....................................................   29
     (l)  Counterparts..................................................   29

                                       ii

                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------

          REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 1994, by and among
Fidelity Federal Bank, A Federal Savings Bank ("FFB"), Citadel Holding
Corporation, a Delaware corporation ("Citadel") and the Class C Holders.

          1.   Certain Definitions.
               ------------------- 

          As used in this Agreement, the following terms shall have the
following respective meanings:

          "Affiliate" of any Person means any other Person directly or
           ---------                                                  
indirectly controlling or controlled by or under direct or indirect common
control with such Person.  For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

          "Citadel" shall have the meaning assigned to such term in the preamble
           -------                                                              
to this Agreement.

          "Class A Common Stock" shall mean the Class A Common Stock, par value
           --------------------                                                
$0.01 per share, of FFB.

          "Class B Common Stock" shall mean the Class B Common Stock, par value
           --------------------                                                
$0.01 per share, of FFB.

          "Class B Holder" shall mean Citadel and each of its respective
           --------------                                               
successive successors and assigns as shown in the stock register of FFB who
acquire Registrable Securities, directly or indirectly, from Citadel or from any
successive successor or assign of Citadel.

          "Class C Common Stock" shall mean the Class C Common Stock, par value
           --------------------                                                
$0.01 per share, of FFB.

          "Class C Holder" shall mean the holders from time to time of Class C
           --------------                                                     
Common Stock.

          "Closing Date" shall mean the date of consummation of the offering and
           ------------                                                         
sale by FFB of the Registrable Securities.

                                       1

          "Combined Maximum Number" shall have the meaning assigned to such term
           -----------------------                                              
in Section 2(b)(iv) of this Agreement.

          "Common Stock" shall mean, collectively, the Class A Common Stock,
           ------------                                                     
Class B Common Stock, Class C Common Stock and any other class of Common Stock
of FFB.

          "Demand Expiration Date" shall mean March 31, 1998 unless extended
           ----------------------                                           
pursuant to Section 2(a)(vi) of this Agreement.

          "Demand Notice" shall have the meaning assigned to such term in
           -------------                                                 
Section 2(a)(iii) of this Agreement.

          "Demand Securities" shall have the meaning assigned to such term in
           -----------------                                                 
Section 2(a)(iii) of this Agreement.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
           ------------                                                        
successor thereto, as the same shall be amended from time to time.

          "FFB" shall have the meaning assigned to such term in the preamble to
           ---                                                                 
this Agreement.

          "FFB Information" shall have the meaning assigned to such term in
           ---------------                                                 
Section 9 of this Agreement.

          "First Offer Notice" shall have the meaning assigned to such term in
           ------------------                                                 
Section 2(a)(iii) of this Agreement.

          "First Offer Price" shall have the meaning assigned to such term in
           -----------------                                                 
Section 2(a)(iii) of this Agreement.

          "Form OC" shall mean the applicable registration statement of FFB
           -------                                                         
relating to the registration with the OTS for offering and sale of the
Registrable Securities, including all exhibits thereto and any documents
incorporated by reference therein.

          "Form 10-K Filing Date" shall mean the date of the filing by FFB of
           ---------------------                                             
its annual report on Form 10-K for the first fiscal year of FFB ending after the
Closing Date.

          "Holder" shall have the meaning assigned to such term in Section
           ------                                                         
2(b)(i) of this Agreement.

          "Information Statement" shall have the meaning assigned to such term
           ---------------------                                              
in Section 9 of this Agreement.

                                       2

          "Maximum Number" shall have the meaning assigned to such term in
           --------------                                                 
Section 2(a)(v) of this Agreement.

          "OTS" shall mean the Office of Thrift Supervision and any successor
           ---                                                               
government agency.

          "Person" shall mean a corporation, association, partnership,
           ------                                                     
organization, business, individual, government or political subdivision thereof
or governmental agency.

          "Piggyback Class B Expiration Date" shall mean March 31, 1999.
           ---------------------------------                            

          "Piggyback Class C Expiration Date" shall mean March 31, 2005.
           ---------------------------------                            

          "Primary Maximum Number" shall have the meaning assigned to such term
           ----------------------                                              
in Section 2(b)(ii) of this Agreement.

          "Registrable Class B Securities" shall mean the 4,120,000 shares of
           ------------------------------                                    
Class B Common Stock of FFB (which number of shares may be reduced as described
in the Form OC) outstanding on the Closing Date, and any securities of FFB
issued successively in exchange for, on conversion of or in respect of any such
shares, whether as a result of any successive stock split or reclassification
of, or stock dividend on, any of the foregoing or otherwise; provided, however,
                                                             --------  ------- 
that such shares of Class B Common Stock or securities shall cease to be
Registrable Securities when (i) a Form OC registering such shares of Class B
Common Stock or securities, as the case may be, under the Securities Regulations
has been declared effective and such shares of Class B Common Stock or
securities, as the case may be, have been sold or otherwise transferred by the
Class B Holder thereof pursuant to such effective Form OC or (ii) such shares of
Class B Common Stock or securities, as the case may be, are converted to shares
of Class A Common Stock and the holder thereof is thereafter free to resell such
shares without having to register such shares for sale under the Securities
Regulations.

          "Registrable Class C Securities" shall mean the shares of Class C
           ------------------------------                                  
Common Stock of FFB issued on the Closing Date, and any securities of FFB issued
successively in exchange for, on conversion or in respect of any such shares,
whether as a result of any successive stock split or reclassification of, or
stock dividend on, any of the foregoing or otherwise; provided, however, that
                                                      --------  -------      
such shares of Class C Common Stock or securities shall cease to be Registrable
Securities when (i) a Form OC registering such shares of Class C Common Stock or
securities, as the case

                                       3

may be, under the Securities Regulations has been declared effective and such
shares of Class C Common Stock or securities, as the case may be, have been sold
or otherwise transferred by the Class C Holder thereof pursuant to such
effective Form OC or (ii) such shares of Class C Common Stock or securities, as
the case may be, are converted into shares of Class A Common Stock.

          "Registrable Securities" shall mean the Registrable Class B Securities
           ----------------------                                               
and the Registrable Class C Securities.

          "Registration Expenses" shall have the meaning assigned thereto in
           ---------------------                                            
Section 4 of this Agreement.

          "Requesting Stockholder" shall have the meaning assigned to such term
           ----------------------                                              
in Section 2(b)(iii) of this Agreement.

          "Restructuring" shall have the meaning assigned thereto in the Form OC
           -------------                                                        
(OTS Docket No. 5770) filed by FFB with the OTS in the form declared effective
by the OTS.

          "Right of First Offer" shall have the meaning assigned to such term in
           --------------------                                                 
Section 2(a)(iii) of this Agreement.

          "Securities Act" shall mean the Securities Act of 1933, or any
           --------------                                               
successor thereto, as the same shall be amended from time to time.

          "Securities Regulations" shall mean the securities offering
           ----------------------                                    
regulations set forth as 12 C.F.R. Part 563g, or any successor thereto, as the
same shall be amended from time to time, together with all interpretations of
the OTS thereunder.

          "Selling Stockholder" shall, in the case of a registration pursuant to
           -------------------                                                  
Section 2(a) of this Agreement, have the meaning assigned to such term in
Section 2(a)(iii) of this Agreement and, in the case of a registration pursuant
to Section 2(b) of this Agreement, have the meaning assigned to such term in
Section 2(b)(i) of this Agreement.

          2.   Registration Under the Securities Regulations.
               --------------------------------------------- 

          (a)  Demand Registrations.
               -------------------- 

          (i) At any time on or after the end of the first fiscal year of FFB
ending after the Closing Date and before

                                       4

the Demand Expiration Date, the Class B Holder or Class B Holders of more than
50% of the Registrable Class B Securities may, by giving written notice thereof
to FFB, require FFB to use its best efforts to register all or a portion of its
or their Registrable Class B Securities under the Securities Regulations;
provided, however, that in any event FFB shall be obligated to register such
- - --------  -------                                                           
Registrable Class B Securities upon such election only if the Registrable Class
B Securities to be registered, in the aggregate, constitute 5% or more of the
then outstanding Registrable Class B Securities; and provided, further, that FFB
                                                     --------  -------          
shall be obligated to register such Registrable Class B Securities upon such
election only if the Registrable Class B Securities to be registered are
proposed to be sold (1) on a firm commitment underwritten basis managed by a
managing underwriter or underwriters selected pursuant to Section 7(a) hereof
or, (2) with respect to no more than one registration effected pursuant to this
Section 2(a), pursuant to a rights offering, and provided, further, that no
                                                 --------  -------         
registration statement filed by FFB pursuant to this Section 2(a) shall become
effective prior to the Form 10-K Filing Date without the prior written consent
of the holders of a majority of shares of Class A Common Stock then outstanding
(which holders shall be third party beneficiaries of this proviso and entitled
to enforce directly the requirement in this proviso that such consent be
obtained).  Promptly following such election, FFB shall (1) give notice to each
other Class B Holder of Registrable Securities of such election and (2) prepare
and file, and use its best efforts to cause to be declared or become effective
under the Securities Regulations, a Form OC providing for the registration of,
and the sale by the electing Class B Holders of, such Registrable Securities.
FFB shall include in such Form OC such additional Registrable Securities, if
any, for which it has received written requests to register by such other Class
B Holders within 15 days after FFB's written notice to such other Class B
Holders.  FFB shall be required to file or cause to become effective no more
than one Form OC in any six month period and not more than three Form OCs in the
aggregate pursuant to this Section 2(a).  Notwithstanding the foregoing, FFB
shall not be obligated to register Registrable Securities upon any election
pursuant to this Section 2(a)(i) if fewer than 120 days or such shorter period
as may be required by any managing underwriter or underwriters, have elapsed
after the effective date of a Form OC registering newly issued or treasury
shares of FFB's capital stock, or securities convertible into or exchangeable
for, or representing the right to acquire shares of FFB's capital stock for
purposes of a primary offering (as defined in Section 2(b)(i) hereof) on a firm

                                       5

commitment underwritten basis.  In connection with any registration effected
pursuant to this Section 2(a) with respect to a rights offering, such
registration shall be effected on a "shelf" registration statement providing for
the registration of, and the sale on a continuous basis of, the Registrable
Securities to be covered thereby, and FFB agrees to keep such registration
statement continuously effective for a period of 60 days after the effective
date thereof.

          (ii) In the event that Selling Stockholders that hold more than 50% of
the Registrable Securities for which registration has been requested pursuant to
Section 2(a)(i) hereof determine for any reason not to proceed with such
registration at any time before the Form OC has been declared effective, and
such Form OC, if theretofore filed, is withdrawn with respect to the securities
covered thereby, and such Selling Stockholders agree to bear their own expenses
incurred in connection therewith and to reimburse FFB for the out-of-pocket
expenses incurred by it attributable to the registration of such Registrable
Securities, then such Selling Stockholders shall not be deemed to have exercised
their right to require FFB to register Registrable Securities pursuant to
Section 2(a)(i) hereof.

          (iii)  In the event that any Class B Holder of Registrable Securities
elects to require FFB to use its best efforts to register the Registrable
Securities held by such Class B Holder pursuant to Section 2(a)(i) hereof (a
"Selling Stockholder" and, collectively, the "Selling Stockholders") and such
Selling Stockholder has duly delivered a notice in writing to FFB to such effect
pursuant to Section 2(a)(i) hereof (the "Demand Notice"), FFB shall, in the case
of the first Demand Notice delivered pursuant hereto, have an option (the "Right
of First Offer") to purchase all, but not less than all, of such Selling
Stockholder's Registrable Securities for which registration was demanded (the
"Demand Securities") for a consideration which shall consist purely of cash at a
per share price specified by such Selling Stockholder in good faith as its
estimate of the price per share at which such shares will be sold pursuant to
such registration (the "First Offer Price") in the Demand Notice.  Within
fifteen (15) days of the receipt of the Demand Notice, FFB shall give written
notice (the "First Offer Notice") to the Selling Stockholder as to whether FFB
elects to exercise its Right of First Offer.  If FFB elects to exercise its
Right of First Offer, such First Offer Notice shall be deemed a commitment to
purchase the Demand Securities, at such First Offer Price on the date specified
in such First Offer Notice, but in no event more

                                       6

than thirty (30) days after the date of such First Offer Notice, subject to the
receipt of all required regulatory approvals and to the other conditions in this
Section 2(a)(iii).  If FFB declines to exercise such Right of First Offer, FFB
shall use its best efforts to register the Demand Securities subject to the
conditions and according to the terms of Section 2(a)(i) hereof.

          (iv) In the event that a Selling Stockholder elects to require FFB to
use its best efforts to register the Registrable Securities held by such Selling
Stockholder pursuant to Section 2(a)(i) hereof, such Selling Stockholder has
duly delivered to FFB a Demand Notice pursuant to Section 2(a)(i) hereof and FFB
has elected not to exercise its Right of First Offer with respect to such
Registrable Securities pursuant to Section 2(a)(iii) hereof, FFB shall have the
option, subject to Section 2(a)(v) below, to include in the Form OC relating to
the Demand Securities, any or all shares, rights or securities of FFB proposed
to be issued by FFB or held by any other stockholder which FFB, in its sole
discretion (subject to Section 2(b) hereof), elects to include therein.

          (v) In the event that FFB is required to register Registrable
Securities upon the demand of a Selling Stockholder and any managing underwriter
shall advise the Selling Stockholders participating in such registration in
writing that, in its opinion, the inclusion in the Form OC of some or all of the
shares, rights or securities sought to be registered pursuant to Section 2(b) or
(a)(iv) and of the Registrable Securities sought to be registered by the Selling
Stockholders creates a risk that the price per security that such Selling
Stockholders will derive from such registration will be adversely affected or
that the number of shares, rights or securities sought to be registered is too
large a number to be reasonably sold, FFB will include in such Form OC such
number of shares, rights or securities as the Selling Stockholders are so
advised can reasonably be sold in such offering, or can be sold without such an
effect (the "Maximum Number") as follows and in the following order of priority
(A) first, Registrable Securities of each Selling Stockholder requesting
registration under this Section 2(a), pro rata in proportion to the number
                                      --- ----                            
sought to be registered by each such Selling Stockholder, (B) second, if and to
the extent that the Maximum Number exceeds the number of Demand Securities, such
number of shares of Common Stock as are entitled to be registered pursuant to
Section 2(b) hereof and (C) third, if and to the extent that the Maximum Number
exceeds the sum of the number of Demand Securities and the number of shares of
Common Stock registered pursuant to clause (B) of this

                                       7

Section 2(a)(v), such number of shares, rights or other securities to be issued
by FFB or sold by any stockholder as FFB may, in its sole discretion, elect
pursuant to Section 2(a)(iv) hereof.

          (vi) The obligations of FFB under this Section 2(a) are subject to the
condition that FFB shall be entitled to postpone for up to six months once in
any twelve month period the filing of any Form OC otherwise required to be
prepared and filed by it pursuant to this Section 2(a) if, at the time it
receives requests for registration pursuant thereto, the Board of Directors of
FFB determines, in good faith, that the filing of such Form OC and the offering
of Registrable Securities pursuant thereto would materially interfere with any
material financing, acquisition, corporate reorganization or other material
transaction by FFB, and FFB promptly gives the Selling Stockholders written
notice of such determination.  If FFB shall so postpone the filing of a Form OC,
(i) the Selling Stockholders shall have the right to withdraw the requests for
registration by giving written notice to FFB within thirty days after receipt of
FFB's notice of postponement and, in the event of such withdrawal, such requests
shall not be counted as being requests for one of the three Form OCs that FFB is
obligated to prepare, file and use its best efforts to cause to become effective
pursuant to this Section 2(a) and (ii) the Demand Expiration Date shall be
extended by the total number of days by which the filing of a Form OC is
postponed on one or more occasions pursuant to this Section 2(a)(vi).

          (b)  "Piggy-Back" Registrations.
               -------------------------- 

          (i) If, at any time on or after the Closing Date and before the
Piggyback Class B Expiration Date with respect to Registrable Class B Securities
or the Piggyback Class C Expiration Date with respect to Registrable Class C
Securities, FFB proposes to register any of its Common Stock under the
Securities Regulations on a statement on Form OC for purposes of an offering or
sale by or on behalf of FFB of its Common Stock for its own account (a "primary
offering"), or upon the request or for the account of any holder of its Common
Stock (a "secondary offering"), or for purposes of a combined primary and
secondary offering (a "combined offering"), then each such time FFB shall, at
least twenty (20) business days prior to the time when any such Form OC is filed
with the OTS, give prompt written notice to the Class B Holders and the Class C
Holders (each a "Holder" and, collectively, the "Holders") of its intention to
do so.  Such notice shall specify, at a minimum, the number and class of shares
so proposed to be registered, the proposed date of filing of such Form OC, any

                                       8

proposed means of distribution of such shares, any proposed managing underwriter
or underwriters of such shares and a good faith estimate by FFB of the proposed
maximum offering price thereof, as such price is proposed to appear on the
facing page of such Form OC.  Upon the written direction of any Holder, given
within fifteen (15) business days following the receipt by such Holder of any
such written notice (which direction shall specify the number of Registrable
Securities intended to be disposed of by such Holder and the intended method of
distribution thereof), FFB shall include in such Form OC any or all of the
Registrable Securities then held by each such Holder requesting such
registration (each such Holder a "Selling Stockholder") to the extent requested
by such Selling Stockholder.  Such Holder shall be entitled to have such shares
included in any underwritten offering, placement agency arrangement or other
plan of distribution relating to the Common Stock registered by FFB for purposes
of an offering or sale by FFB for its own account.  Notwithstanding the
foregoing, no Holder of Registrable Securities shall have any right hereunder if
the registration proposed to be effected by FFB relates solely to shares of
Common Stock or other equity securities of FFB which are issuable solely to
officers or employees of FFB or any subsidiary thereof pursuant to a bona fide
employee stock option, bonus or other employee benefit plan or arrangement or in
a merger involving FFB or a subsidiary of FFB or an exchange offer or rights
offering by any Person.  The rights granted to the Holders under this Section
2(b) shall expire (1) as to any Registrable Class B Securities on the Piggyback
Class B Expiration Date and (2) as to any Registrable Class C Securities on the
Piggyback Class C Expiration Date.

          (ii) In the event that FFB proposes to register shares of Common Stock
for purposes of a primary offering, and any managing underwriter shall advise
FFB and the Selling Stockholders in writing that, in its opinion, the inclusion
in the Form OC of some or all of the Registrable Securities sought to be
registered by such Selling Stockholders creates a risk that the price per
security FFB will derive from such registration will be adversely affected, then
FFB shall include in such Form OC such number of shares or securities as FFB and
such Selling Stockholders are so advised can be sold in such offering without
such an effect (the "Primary Maximum Number"), as follows and in the following
order of priority:  (A) first, such number of shares offered by FFB as FFB,
acting in good faith, shall have determined and (B) second, if and to the extent
that the number of shares to be registered under clause (A) is less than the
Primary Maximum Number, Registrable Securities of each such Selling Stockholder,
pro rata in proportion to
- - --- ----                 

                                       9

the number sought to be registered by such Selling Stockholder.

          (iii)  In the event that FFB proposes to register shares of Common
Stock for purposes of a secondary offering upon the request or for the account
of any holder thereof (each a "Requesting Stockholder"), and any managing
underwriter shall advise the Requesting Stockholder or Stockholders and the
Selling Stockholders in writing that, in its opinion, the inclusion in the Form
OC of some or all of the shares sought to be registered by the Requesting
Stockholders and of the Registrable Securities sought to be registered by the
Selling Stockholders creates a risk that the price per security that such
Requesting Stockholder or Stockholders and such Selling Stockholders will derive
from such registration will be adversely affected or that the number of shares
sought to be registered (including any securities sought to be registered at the
instance of the Requesting Stockholder or Stockholders and those sought to be
registered by the Selling Stockholders) is too large a number to be reasonably
sold, FFB will include in such Form OC such number of shares as the Requesting
Stockholders and the Selling Stockholders are so advised can reasonably be sold
in such offering, or can be sold without such an effect (the "Secondary Maximum
Number"), as follows and in the following order of priority:  (A) if such
registration is other than pursuant to a demand made under Section 2(a) hereof,
pro rata in proportion to the number of shares sought to be registered by all
- - --- ----                                                                     
such parties and (B) if such registration is pursuant to a demand made under
Section 2(a) hereof, as provided in Section 2(a)(v) hereof, pro rata among the
                                                            --- ----          
Selling Stockholders (and not the Requesting Stockholders) in proportion to the
number of shares sought to be registered by all such Selling Stockholders.

          (iv) In the event that FFB proposes to register shares of Common Stock
for purposes of a combined offering, and any managing underwriter shall advise
FFB, the Requesting Stockholder or Stockholders and the Selling Stockholders in
writing that, in its opinion, the inclusion in the Form OC of some or all of the
Registrable Securities sought to be registered by the Requesting Stockholders
and the Selling Stockholders creates a risk that the price per share FFB will
derive from such registration will be adversely affected, then FFB will include
in such Form OCsuch number of shares or securities as FFB, the Requesting
Stockholders and the Selling Stockholders are so advised can be sold in such
offering without such an effect (the "Combined Maximum Number"), as follows and
in the following order of priority:  (A) first, such number of shares to be
offered by FFB as FFB, acting in good faith, shall have

                                       10

determined and (B) second, if and to the extent that the number of shares sought
to be registered under clause (A) is less than the Combined Maximum Number,
shares or securities sought to be registered by each other such party pro rata
                                                                      --- ----
in proportion to the number of shares sought to be registered by all such
parties.

          3.   Registration Procedures.
               ----------------------- 

          (a)  In connection with FFB's obligations with respect to any
registration of Registrable Securities pursuant to Section 2 hereof (and
provided that, with respect to any registration of Registrable Securities
pursuant to Section 2(b) of this Agreement, FFB's obligations under this Section
3 shall terminate if the registration of Common Stock by FFB, whether for its
own account or for the account of any holders of its Common Stock, is terminated
by FFB or all such holders of its Common Stock, respectively) FFB shall:

            (i) prepare and file with the OTS a Form OC with respect to such
     registration and use its best efforts to cause such Form OC to become
     effective as soon as reasonably practicable thereafter;

            (ii) prepare and file with the OTS such amendments and supplements
     to such Form OC and the offering circular included therein as may be
     necessary to effect and maintain the effectiveness of such Form OC and as
     may be required by the applicable rules and regulations of the OTS and the
     instructions applicable to such Form OC, and furnish to the underwriters,
     if any, of the Registrable Securities to be registered, the sales or
     placement agent, if any, therefor, and a representative of each Selling
     Stockholder who shall request such documents, copies of such Form OC and
     any such supplement or amendment prior to its being used and/or filed with
     the OTS;

            (iii)   provide (A) any Selling Stockholder registering more than
     10% of the Registrable Securities to be registered, (B) the underwriters
     (which term, for purposes of this Agreement, shall include a person deemed
     to be an underwriter within the meaning of Section 2(11) of the Securities
     Act), if any, of the Registrable Securities to be registered, (C) the sales
     or placement agent, if any, therefor, (D) one designated counsel for such
     underwriters or agent, and (E) one designated counsel for the Selling
     Stockholders the opportunity to participate in the preparation of, and
     provide comments with respect to, such Form OC,

                                       11

     each offering circular included therein or filed with the OTS, and each
     amendment or supplement thereto;

            (iv) promptly notify the Selling Stockholders, the sales or
     placement agent, if any, therefor and the managing underwriter or
     underwriters, if any, thereof and confirm such advice in writing, (A) when
     such Form OC or the offering circular included therein or any offering
     circular amendment or supplement or post-effective amendment has been
     filed, and, with respect to such Form OC or any post-effective amendment,
     when the same has become effective, (B) of any comments by the OTS with
     respect thereto or any request by the OTS for amendments or supplements to
     such Form OC or offering circular or for additional information, (C) of the
     issuance by the OTS of any stop order suspending the effectiveness of such
     Form OC or the initiation or threatening of any proceedings for that
     purpose, (D) of the receipt by FFB of any notification with respect to the
     suspension of the qualification of any securities to be sold under such
     Form OC in any jurisdiction or the initiation or threatening of any
     proceeding for such purpose, or (E) at any time when a offering circular is
     required to be delivered under the Securities Regulations, if such Form OC,
     offering circular, offering circular amendment or supplement or post-
     effective amendment, or any document incorporated by reference in any of
     the foregoing, contains an untrue statement of a material fact or omits to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing;

            (v) use its best efforts to obtain the withdrawal of any order
     suspending the effectiveness of such Form OC or any post-effective
     amendment thereto or any notification described in Section 3(a)(iv)(D)
     above at the earliest practicable date;

            (vi) furnish (A) to each Selling Stockholder who so requests, each
     placement or sales agent, if any, therefor, each underwriter, if any,
     thereof and the respective counsel referred to in Section 3(a)(iii) hereof
     an executed copy of such Form OC, each such amendment and supplement
     thereto (in each case including all exhibits thereto and documents
     incorporated by reference therein), and (B) to any Selling Stockholder,
     each placement or sales agent, if any, and each underwriter, if any, such
     number of copies of such Form OC (excluding exhibits thereto and

                                       12

     documents incorporated by reference therein unless specifically so
     requested by any Selling Stockholder, agent or underwriter, as the case may
     be) and of the offering circular included in such Form OC (including each
     preliminary offering circular), as any such Selling Stockholder, agent, if
     any, and underwriter, if any, may reasonably request in order to facilitate
     the offering and disposition of the Registrable Securities owned by any
     such Selling Stockholder, offered or sold by such agent or underwritten by
     such underwriter and to permit each Selling Stockholder, agent and
     underwriter to satisfy the offering circular delivery requirements of the
     Securities Regulations; and FFB hereby consents to the use of such offering
     circular (including such preliminary offering circular) and any amendment
     or supplement thereto by each Selling Stockholder and by any such agent and
     underwriter, in each case in the form most recently provided to such party
     by FFB, in connection with the offering and sale of the Registrable
     Securities covered by the offering circular (including such preliminary
     offering circular) or any supplement or amendment thereto;

            (vii)   use its best efforts to (A) register or qualify the
     Registrable Securities to be included in such Form OC under such securities
     laws or Blue Sky laws of such jurisdictions as any Selling Stockholder and
     any placement or sales agent, if any, therefor and underwriter, if any,
     thereof shall reasonably request, (B) keep such registrations or
     qualifications in effect and comply with such laws so as to permit the
     continuance of offers, sales and dealings therein in such jurisdictions for
     so long as may be necessary to enable the Selling Stockholders, agents or
     underwriters to complete the distribution of Registrable Securities
     pursuant to such Form OC and (C) take any and all other actions as may be
     reasonably necessary to enable the Selling Stockholders, agents, if any,
     and underwriters, if any, to consummate the disposition in such
     jurisdictions of such Registrable Securities; provided, however, that FFB
                                                   --------  -------          
     shall not be required for any such purpose to execute or file any general
     consent to service of process under the laws of any jurisdiction; to take
     any action that would subject it to service of process in suits other than
     those arising out of the offer and sale of the securities covered by the
     Form OC; or to subject itself to taxation in any jurisdiction where it has
     not theretofore done so;

            (viii)  use its best efforts to obtain the consent or approval of
     each governmental agency or authority,

                                       13

     whether federal, state or local, which is required to effect such
     registration or the offering or sale of the Registrable Securities in
     connection therewith;

            (ix) cooperate with the Selling Stockholders, the managing
     underwriters, if any, and the placement or sales agents, if any, to
     facilitate the timely preparation and delivery of certificates representing
     Registrable Securities to be sold, which certificates shall be printed,
     lithographed or engraved, or produced by any combination of such methods,
     on steel engraved borders, if required or appropriate, and which shall not
     bear any restrictive legends; and, in the case of an underwritten offering,
     enable such Registrable Securities to be in such denominations and
     registered in such names as the managing underwriters, if any, may request
     at least two business days prior to any sale of the Registrable Securities;

            (x) provide a CUSIP number for all Registrable Securities, not later
     than the effective date of such Form OC;

            (xi) in connection with an underwritten offering or an offering
     placed by a placement or sales agent, enter into one or more underwriting,
     placement or distribution agreements, as appropriate, in customary form
     reasonably satisfactory to FFB in order to facilitate the disposition of
     the Registrable Securities registered;

            (xii)   whether or not an agreement of the type referred to in
     Section (3)(a)(xi) hereof is entered into and whether or not any portion of
     the offering contemplated by such Form OC is an underwritten offering or is
     made through a placement or sales agent or any other entity, (A) make such
     representations and warranties to the Selling Stockholders and the
     placement or sales agent, if any, therefor and the underwriters, if any,
     thereof in form, substance and scope as are customarily made in connection
     with an offering of common stock or other equity securities pursuant to any
     underwriting, placement, distribution or other similar agreement and/or to
     a Form OC; (B) use its best efforts to obtain an opinion of counsel to FFB
     in customary form and covering such matters, of the type customarily
     covered by such an opinion, as the managing underwriters, if any, and as
     the Selling Stockholders may reasonably request, addressed to the Selling
     Stockholders and the placement or sales agent, if any, therefor and the
     underwriters, if any, thereof,

                                       14

     and dated the effective date of such Form OC (or if such Form OC
     contemplates an underwritten offering of a part or all of the Registrable
     Securities, dated the date of the closing under the underwriting agreement
     relating thereto); (C) obtain a "comfort" letter or letters from the
     independent certified public accountants of FFB addressed to the Selling
     Stockholders and the placement or sales agent, if any, therefor and the
     underwriters, if any, thereof, dated (I) the effective date of such Form
     OC, (II) the effective date of any offering circular supplement, if any, to
     the offering circular included in such Form OC or post-effective amendment
     to such Form OC which includes unaudited or audited financial statements as
     of a date or for a period subsequent to that of the latest such statements
     included in such offering circular and (III) (if such Form OC contemplates
     an underwritten offering or an offering placed by a placement agent or
     sales agent) the date of the closing under the underwriting agreement
     relating thereto, such letter or letters to be in customary form and
     covering such matters of the type customarily covered by letters of such
     type; (D) deliver such documents and certificates, including officers'
     certificates, as may be reasonably requested by the Selling Stockholders
     and the placement or sales agent, if any, therefor and the managing
     underwriters, if any, thereof to evidence the accuracy of the
     representations and warranties made pursuant to clause (A) above or those
     contained in Section 5(a) hereof and the compliance with or satisfaction of
     any agreements or conditions contained in the underwriting agreement or
     other agreement entered into by FFB; and (E) undertake such obligations
     relating to expense reimbursement, indemnification and contribution as are
     provided in Section 6 hereof;

            (xiii)  in the event that (i) any broker-dealer registered under the
     Exchange Act shall underwrite any Registrable Securities or participate as
     a member of an underwriting syndicate or selling group or "assist in the
     distribution" (within the meaning of the Rules of Fair Practice and the By-
     Laws of the National Association of Securities Dealers, Inc. ("NASD"))
     thereof, whether as a Holder of Registrable Securities or as an
     underwriter, a placement or sales agent or a broker or dealer in respect
     thereof, or otherwise, or (ii) more than 10% of the net offering proceeds,
     not including underwriting compensation, of such distribution is intended
     to be paid to any such broker-dealer or "associated or affiliated persons"
     of such broker-dealer or "members of the immediate family of

                                       15

     such persons" (each within the meaning of such Rules), FFB shall take
     reasonable steps to assist such broker-dealer in complying with the
     requirements of such Rules and By-Laws, including, without limitation, by
     (A) if such Rules or By-Laws, including Schedule E thereto, shall so
     require, engaging a "qualified independent underwriter" (as defined in such
     Schedule) to participate in the preparation of the Form OC relating to such
     Registrable Securities, to exercise usual standards of due diligence in
     respect thereto and, if any portion of the offering contemplated by such
     Form OC is an underwritten offering or is made through a placement or sales
     agent, to recommend the price of such Registrable Securities, (B) providing
     customary indemnification and contribution rights in form and substance
     reasonably acceptable to FFB to any such qualified independent underwriter,
     and (C) providing such information to such broker-dealer as may be required
     in order for such broker-dealer to comply with the requirements of the
     Rules of Fair Practice of the NASD;

            (xiv)   comply with all applicable rules and regulations of the OTS,
     and make generally available to its securityholders, as soon as practicable
     but in any event not later than eighteen months after the effective date of
     such Form OC, an earnings statement of FFB and its subsidiaries complying
     with Section 11(a) of the Securities Act;

            (xv) use its reasonable best efforts to list prior to the effective
     date of such Form OC, subject to notice of issuance, the Registrable
     Securities covered by such Form OC on any securities exchange on which the
     Common Stock is then listed or, if the Common Stock is not then so listed,
     to have the Registrable Securities accepted for quotation of trading on the
     NASDAQ National Market System (or a comparable interdealer quotation system
     then in effect); and

            (xvi)   if required under the Exchange Act and the rules and
     regulations thereunder, prepare and file with the OTS a registration
     statement under the Exchange Act on any available form with respect to the
     relevant class of capital stock and use its best efforts to cause such
     registration statement to be declared effective within the time periods
     required under the Exchange Act and the rules and regulations thereunder.

          (b)  In the event that FFB would be required, pursuant to Section
3(a)(iv)(E) above, to notify the Selling

                                       16

Stockholders, the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof, FFB shall promptly prepare and furnish to the
Selling Stockholders, to each placement or sales agent, if any, and to each
underwriter, if any, a reasonable number of copies of an offering circular
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such offering circular shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.  The Selling Stockholders agree that
upon receipt of any notice from FFB pursuant to Section 3(a)(iv)(E) hereof, they
shall forthwith discontinue the disposition of Registrable Securities pursuant
to the Form OC applicable to such Registrable Securities until they shall have
received copies of such amended or supplemented offering circular and, if so
directed by FFB, the Selling Stockholders shall deliver to FFB all copies, other
than permanent file copies, then in their possession of the offering circular
covering such Registrable Securities at the time of receipt of such notice.

          (c)  FFB may require the Selling Stockholders to furnish to FFB such
information regarding the Selling Stockholders and their intended method of
distribution of such Registrable Securities as FFB may from time to time
reasonably request in writing, but only to the extent that such information is
required in order to comply with the Securities Regulations.  Each Selling
Stockholder agrees to notify FFB as promptly as practicable of any inaccuracy or
change in information previously furnished by such Selling Stockholder to FFB or
of the occurrence of any event in either case as a result of which any offering
circular relating to such registration contains or would contain an untrue
statement of a material fact regarding such Selling Stockholder or such Selling
Stockholder's intended method of distribution of such Registrable Securities or
omits or would omit to state any material fact regarding such Selling
Stockholder or its intended method of distribution of such Registrable
Securities required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly
to furnish to FFB any additional information required to correct or update any
previously furnished information or required so that such offering circular
shall not contain, with respect to such Selling Stockholder or the distribution
of such Registrable Securities, an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements

                                       17

therein not misleading in light of the circumstances then existing.

          (d)  From the time that FFB receives any notice pursuant to Section
2(a)(i) hereof until the earlier of (i) the date 120 days after the
effectiveness of the Form OC relating thereto or such shorter period as may be
required by the managing underwriter or underwriters of such offering and (ii)
the date an election is made not to file a Form OC with the OTS pursuant to
Section 2(a) hereof, FFB will not offer, issue, sell, agree or commit to issue
or sell, grant any option for the purchase of, file with the OTS a Form OC
relating to any primary, secondary or combined offering of, or solicit any offer
to buy any, Common Stock, other than (A) in connection with the Registrable
Securities to be registered pursuant to such notice or direction and (B)
pursuant to a bona fide employee stock option, bonus or other benefit plan as
then in existence or upon conversion or exchange of then outstanding securities
of FFB.

          4.   Registration Expenses.
               --------------------- 

          FFB agrees to bear and to pay or cause to be paid promptly upon
request being made therefor all customary expenses incident to FFB's performance
of or compliance with this Agreement, including, without limitation, (a) all OTS
and any NASD registration and filing fees and expenses, (b) all fees and
expenses in connection with the qualification of any shares for offering and
sale under the State securities and Blue Sky laws, including reasonable fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such qualifications, (c) all expenses relating to the
preparation, printing, distribution and reproduction of each Form OC required to
be filed hereunder, each offering circular included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
certificates representing the Registrable Securities, (d) messenger and delivery
expenses, (e) fees and expenses of any escrow agent or custodian, (f) internal
expenses of FFB (including, without limitation, all salaries and expenses of
FFB's officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public
accountants of FFB (including the expenses of any opinions or "comfort" letters
required by or incident to such performance and compliance), (h) fees,
disbursements and expenses (including fees and expenses of counsel) of any
"qualified independent underwriter" engaged pursuant to Section 3(a)(xiii)
hereof but excluding underwriting commissions and discounts, (i) reasonable
fees, disbursements and expenses of one

                                       18

counsel for all of the Selling Stockholders retained in connection with any
particular registration, and fees, expenses and disbursements of any other
persons, including special experts, retained by FFB in connection with such
registration, and (j) all fees and expenses (including, without limitation,
listing fees) in connection with the listing or quotation of trading of the
Registrable Securities as required by Section 3(a)(xv) hereof (collectively, the
"Registration Expenses").  To the extent that any Registration Expenses are
incurred, assumed or paid by any Selling Stockholder or any placement or sales
agent therefor or underwriter thereof, FFB shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of an itemized request therefor.

          5.   Representations and Warranties.
               ------------------------------ 

          FFB represents and warrants to, and agrees with, each Selling
Stockholder from time to time of Registrable Securities that:

          (a)  Each Form OC covering Registrable Securities and each offering
circular (including any preliminary offering circular) contained therein or
furnished pursuant to Section 3(a)(vi) hereof (in each case including any
documents incorporated by reference therein) and any further amendments or
supplements to any such Form OC or offering circular (in each case including any
documents incorporated by reference therein), when it becomes effective or is
filed with the OTS, as the case may be, and, in the case of an underwritten
offering of Registrable Securities or an offering placed by a placement agent or
sales agent, at the time of the closing under the underwriting, placement or
distribution agreement, as the case may be, relating thereto will conform in all
material respects to the requirements of the Securities Regulations and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the effective date of such Form OC
when an offering circular would be required to be delivered under the Securities
Regulations, other than from (i) such time as a notice has been given to Selling
Stockholders pursuant to Section 3(a)(iv)(E) hereof until (ii) such time as FFB
furnishes an amended or supplemented offering circular pursuant to Section 3(b)
hereof, each such Form OC, and each offering circular contained therein or
furnished pursuant to Section 3(a)(vi) hereof, as then amended or supplemented
(in each case including any documents incorporated by reference therein), will
conform in all material respects to the

                                       19

requirements of the Securities Regulations and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; provided, however, that this
                                          --------  -------           
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to FFB
by an underwriter or a Selling Stockholder.

          (b)  Any documents incorporated by reference in any offering circular
referred to in Section 5(a) hereof, when they become or became effective or are
or were filed with the OTS, as the case may be, as then amended or supplemented,
will conform or conformed in all material respects to the requirements of the
Securities Regulations, the Securities Act or the Exchange Act, as applicable,
and none of such documents will contain or contained an untrue statement of a
material fact or will omit or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
- - --------  -------                                                              
statements or omissions made in reliance upon and in conformity with information
furnished in writing to FFB by an underwriter or Selling Stockholder expressly
for use therein.

          6.   Indemnification.
               --------------- 

          (a)  Indemnification by FFB.  Upon the registration of any Registrable
               ----------------------                                           
Securities pursuant to Section 2 hereof, FFB shall, and it hereby agrees to,
indemnify and hold harmless each Selling Stockholder, against any losses,
claims, damages or liabilities, joint or several, to which any such Selling
Stockholder may become subject, under the Securities Regulations, the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Form OC under
which such Registrable Securities were registered under the Securities
Regulations, or any preliminary or final offering circular contained therein or
furnished by FFB to any such Selling Stockholder, or any amendment or supplement
thereto (in each case including any documents incorporated by reference
therein), or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and FFB shall, and it hereby agrees to,
reimburse any such Selling Stockholder for any legal or other expenses
reasonably incurred by them in

                                       20

connection with investigating or defending any such action or claim; provided,
                                                                     -------- 
however, that FFB shall not be liable to any such Selling Stockholder in any
- - -------                                                                     
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such Form OC, or preliminary or final
offering circular, or amendment or supplement (in each case including any
documents incorporated by reference therein), in reliance upon and in conformity
with written information furnished to FFB by such Selling Stockholder expressly
for use therein.  FFB shall provide to each person who participates pursuant to
Section 7(a) as an underwriter or placement agent in any offering or sale of
Registrable Securities registered under the Securities Regulations pursuant to
this Agreement customary rights of indemnity in form and substance reasonably
satisfactory to FFB.

          (b)  Indemnification by the Selling Stockholders and any Agents and
               --------------------------------------------------------------
Underwriters.  FFB may require, as a condition to including any Registrable
- - ------------                                                               
Securities in any Form OC filed pursuant to Section 2 hereof and to entering
into any underwriting agreement with respect thereto, that FFB shall have
received an undertaking from the Selling Stockholder thereof, severally and not
jointly, to (i) indemnify and hold harmless FFB, and all other Selling
Stockholders, if any, of Registrable Securities selling under the same Form OC,
against any losses, claims, damages or liabilities to which FFB or such other
Selling Stockholders of Registrable Securities may become subject, under the
Securities Regulations, Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in such Form OC, or any preliminary or final offering circular
contained therein or furnished by FFB to the Selling Stockholders, or any
amendment or supplement thereto (in each case including any documents
incorporated by reference therein), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to FFB by the Selling
Stockholder expressly for use therein, and (ii) reimburse FFB for any legal or
other expenses reasonably incurred by FFB in connection with investigating or
defending any such action or claim.  FFB shall be entitled to require that any
underwriter or placement agent

                                       21

in any offering or sale of Registrable Securities registered under the
Securities Regulations pursuant to this Agreement provide to FFB customary
rights of indemnity in form and substance reasonably satisfactory to FFB.

          (c)  Notices of Claims, Etc.  Promptly after receipt by FFB or a
               -----------------------                                    
Selling Stockholder as indemnified party under subsection (a) or (b) above of
written notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against FFB or a Selling Stockholder
as indemnifying party pursuant to the indemnification provisions of or
contemplated by this Section 6, notify such indemnifying party in writing of the
commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party other than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof.  In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof
(except where the assumption of the defense would be inappropriate due to
conflicts of interest), with counsel satisfactory to such indemnified party (who
may be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party shall not be liable to such indemnified
party for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation.  So long as an
indemnifying party is complying with its obligations under this Section 6, such
indemnifying party shall not be liable for settlement of any proceeding effected
without its written consent, which consent shall not be unreasonably withheld.
Without the written consent of the indemnified party (which consent shall not be
unreasonably withheld), the indemnifying party shall not effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification may be
sought hereunder unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault or culpability by or on behalf of any indemnified party.

                                       22

          (d)  Contribution.  Each party hereto agrees that, if for any reason
               ------------                                                   
the indemnification obligations of FFB or the Selling Stockholders, as the case
may be, as indemnifying parties, contained in Section 6(a) or Section 6(b)
hereof are unavailable to or insufficient to hold harmless FFB or any Selling
Stockholder as indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each such
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation (even if the underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 6(d).  The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, or liabilities (or actions in respect thereof) referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Selling Stockholders' obligations in this Section 6(d)
to contribute shall be several in proportion to the number or amount of
Registrable Securities registered by them and not joint.  FFB shall provide to,
and shall be entitled to receive from, each person who participates pursuant to
Section 7(a) as an underwriter or placement agent in any offering or sale of
Registrable Securities registered under the Securities Regulations pursuant to
this Agreement customary rights of

                                       23

contribution in form and substance reasonably satisfactory to FFB.

          (e)  The obligations of FFB under or pursuant to this Section 6 shall
be in addition to any liability which FFB may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of any
Selling Stockholder and each person, if any, who controls any Selling
Stockholder within the meaning of the Securities Act; and the obligations of the
Selling Stockholders contemplated by this Section 6 shall be in addition to any
liability which the Selling Stockholders may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of FFB
(including any person who, with his consent, is named in any Form OC as about to
become a director of FFB) and to each person, if any, who controls FFB within
the meaning of the Securities Act.

          7.   Underwritten Offerings.
               ---------------------- 

          (a)  Selection of Underwriters.  If any of the Registrable Securities
               -------------------------                                       
covered by any Form OC filed pursuant to Section 2(a) hereof are to be sold
pursuant to an underwritten offering, the managing underwriter or underwriters
thereof shall be such underwriter designated by the Selling Stockholders and
reasonably acceptable to FFB.

          (b)  Participation by Selling Stockholders.  Each Selling Stockholder
               -------------------------------------                           
hereby agrees that it may not participate in any underwritten offering hereunder
unless it (i) agrees to sell its Registrable Securities on the basis provided in
any underwriting arrangements applicable to such transaction and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

          8.   Resale Restrictions.
               ------------------- 

          FFB covenants to and with each Holder of Registrable Securities that
to the extent it shall be required to do so, FFB shall timely file the reports
required to be filed by it under the Exchange Act, the Securities Act or the
Securities Regulations (including, but not limited to, the reports under Section
13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
under the Securities Act) and the rules and regulations adopted by the OTS
thereunder, all to the extent required from time to time to enable the Holders
to sell Registrable Securities without registration with the OTS within the
limitations of the Resale Exemptions.

                                       24

          9.  Certain Distributions by Citadel.
              -------------------------------- 

          In connection with any distribution, or proposed distribution, by
Citadel to its stockholders generally of any Registrable Securities, in the
event that Citadel determines that it would be appropriate to provide to its
stockholders an information statement (the "Information Statement") complying
with the disclosure requirements of Regulation 14C promulgated under the
Exchange Act, FFB shall, with respect to no more than one such distribution,
provide to Citadel for use therein such information (the "FFB Information")
relating to FFB as Citadel may reasonably request (including, if necessary or
appropriate in order to permit such distribution to proceed without the
necessity for registration of such Registrable Securities under the Securities
Regulations, such information with respect to FFB as would be contained in a
registration statement on Form OC containing the information prescribed by Form
S-1 under the Securities Act).  FFB shall promptly notify Citadel if, at any
time prior to consummation of such distribution, the FFB Information theretofore
provided to Citadel contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements made, in the light of the
circumstances under which they were made, not misleading, and, from time to time
prior to consummation of such distribution, FFB shall provide Citadel with any
additional information relating to FFB necessary to correct or update the FFB
Information promptly after such information is available to FFB.  In connection
with such distribution, if the Class A Common Stock is not then registered under
the Exchange Act, FFB shall file a registration statement with respect thereto
on any applicable form with the OTS and use its best efforts to cause such
registration statement to be declared effective prior to the consummation of
such distribution.  FFB shall have the same obligation to indemnify and provide
contribution to Citadel with respect to the FFB Information contained in any
such Information Statement as if such Information Statement were an offering
circular to which the provisions of Section 6 were applicable; provided,
                                                               -------- 
however, that FFB shall have no such obligation hereunder unless such document
- - -------                                                                       
has been provided to, and approved by, FFB (which approval shall not be
unreasonably withheld or delayed).  Citadel shall have the same obligation to
indemnify and provide contribution to FFB with respect to (1) any information
that is not FFB Information contained in any such Information Statement and (2)
any information contained in any such Information Statement that has not been
approved by FFB, in each case as though such information were information
specifically provided by Citadel for use in an

                                       25

offering circular subject to the provisions of Section 6 hereof.

          Notwithstanding the foregoing, the obligations of FFB under this
Section 9 are subject to the condition that FFB shall be entitled to postpone
for up to six months once in any twelve month period the furnishing of FFB
Information otherwise required to be furnished by it pursuant to this Section 9
if, at the time it receives a request therefor, the Board of Directors of FFB
determines, in good faith, that the furnishing of such FFB Information and the
distribution of an Information Statement containing such FFB Information would
materially interfere with any material financing, acquisition, corporate
reorganization or other material transaction by FFB, and FFB promptly gives
Citadel written notice of such determination.

          10.  Miscellaneous.
               ------------- 

          (a)  Citadel Lock-up.  If, at any time, FFB registers any of its
               ---------------                                            
Common Stock or any other equity securities under the Securities Regulations on
a statement on Form OC (or an equivalent general registration form then in
effect) for purposes of a primary offering, secondary offering or a combined
offering, from the time that FFB files such Form OC with the OTS until the
earlier of (i) the date 90 days after the effectiveness of the Form OC relating
thereto or such shorter period as may be required by the managing underwriter or
underwriters of such offering and (ii) the date an election is made not to file
a Form OC with the OTS, Citadel will not, and will not permit its Affiliates to,
offer, sell, agree or commit to issue or sell, grant any option for the purchase
of or solicit any offer to buy any Common Stock or security convertible into or
exchangeable for, or representing the right to acquire, Common Stock, other than
in connection with any Registrable Securities to be registered pursuant to any
such Form OC.

          (b)  No Inconsistent Agreements.  FFB covenants and agrees that it
               --------------------------                                   
shall not grant registration rights with respect to any class of Common Stock or
any other securities which would adversely affect the rights of the Holders as
set forth in this Agreement.  FFB represents and warrants that it is not
currently a party to any agreement with respect to any of its equity or debt
securities granting any registration rights to any person.

          (c)  Illegality.  If any term or provision of this Agreement or any
               ----------                                                    
application thereof shall be declared or held invalid, illegal or unenforceable,
in whole or in part, whether generally or in any particular jurisdiction, such

                                       26

provision shall be deemed amended to the extent, but only to the extent,
necessary to cure such invalidity, illegality or unenforceability, and the
validity, legality and enforceability of the remaining provisions, both
generally and in every other jurisdiction, shall not in any way be affected or
impaired thereby.

          (d)  Recovery of Litigation Costs.  Except as otherwise expressly
               ----------------------------                                
provided herein to the contrary, in the event any dispute between the parties to
this Agreement shall result in any litigation, arbitration or other proceeding,
the prevailing party shall be entitled to recover from the losing party all
reasonable costs and expenses, including without limitation reasonable
attorneys' fees and disbursements, incurred by the prevailing party in
connection with such litigation, arbitration or other proceeding and any appeal
thereof.  Such costs, expenses, fees and disbursements shall be included in and
made a part of the judgment recovered by the prevailing party, if any.

          (e)  Notices.  All notices, requests, claims, demands, waivers and
               -------                                                      
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, when delivered personally or by courier,
three days after being deposited in the mail (registered mail, postage prepaid,
return receipt requested), or when received by facsimile transmission if
promptly confirmed by one of the foregoing means, as follows:  If to FFB, to it
at 600 North Brand Boulevard, Glendale, California 91203, Attention:  General
Counsel, facsimile transmission no. (818) 549-3773, and if to a Holder, to the
address or facsimile transmission number of such Holder set forth in the
security register or other records of FFB, or to such other address or facsimile
transmission number as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

          (f)  Parties in Interest.  All the terms and provisions of this
               -------------------                                       
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the parties hereto and their respective successors and assigns,
but, except as set forth in this Section 9(f) and except as otherwise expressly
stated to the contrary in Section 2(a)(i), no such term or provision is for the
benefit of, or intended to create any obligations to, any other persons.  In the
event that any transferee of Citadel or any other Holder shall acquire
Registrable Securities in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee or Holder shall, without any
further writing or action of any kind, be deemed a party

                                       27

hereto for all purposes and such Registrable Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Registrable
Securities such transferee or Holder shall be entitled to receive the benefits
of and be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement.  If FFB shall so request, any
such successor, assign, transferee or Holder shall agree in writing to acquire
and hold the Registrable Securities subject to all of the terms hereof.

          (g)  Survival.  The respective indemnities, agreements,
               --------                                          
representations, warranties and each other provision set forth in this Agreement
or made pursuant hereto shall remain in full force and effect regardless of any
investigation (or statement as to the results thereof) made by or on behalf of
any Holder, any director, officer, partner or employee of any Holder, any agent
or underwriter or any director, officer, partner or employee thereof, or any
controlling person of any of the foregoing, and shall survive the transfer and
registration of Registrable Securities by any Holder.

          (h)  LAW GOVERNING.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
               -------------                                                    
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CHOICE OF LAW THEREOF.

          (i)  Headings.  The descriptive headings of the several Sections and
               --------                                                       
paragraphs of this Agreement are inserted for convenience only, do not
constitute a part of this Agreement and shall not affect in any way the meaning
or interpretation of this Agreement.

          (j)  Entire Agreement; Amendments.  This Agreement and the other
               ----------------------------                               
writings referred to herein or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its
subject matter.  This Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter.  This
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by FFB and the holders
of at least 51 percent of each class of Registrable Securities affected by such
amendment or waiver at the time outstanding.  Each Holder of any Registrable
Securities at the time or thereafter outstanding shall be bound by any amendment
or waiver effected pursuant to this Section 9(j), whether or not any notice,
writing or marking indicating such amendment or

                                       28

waiver appears on such Registrable Securities or is delivered to such Holder.

          (k)  Inspection.  For so long as this Agreement shall be in effect,
               ----------                                                    
this Agreement shall be made available for inspection and copying on any
business day by any Holder of Registrable Securities at the offices of FFB at
the address thereof set forth in Section 9(e) above.

          (l)  Counterparts.  This Agreement may be executed in two or more
               ------------                                                
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the date first written above.
                                        
                                FIDELITY FEDERAL BANK,  A Federal 
                                Savings Bank

                                   By: /s/ Godfrey B. Evans
                                      ---------------------------------------
                                        Godfrey B. Evans
                                        Executive Vice President and Secretary

                                CITADEL HOLDING CORPORATION

                                   By: /s/ Richard M. Greenwood
                                      ---------------------------------------
                                        Richard M. Greenwood
                                        President and Chief Executive Officer

                                ---------------------------------------------
                                           (NAME OF CLASS C HOLDER)

                                   By:
                                      ---------------------------------------

                                       29

                                                                   EXHIBIT 10.26

                            STOCKHOLDERS' AGREEMENT

                           DATED AS OF JUNE 30, 1994

                                    Between

                          CITADEL HOLDING CORPORATION

                                      and

                             FIDELITY FEDERAL BANK,
                             A Federal Savings Bank

 
                               TABLE OF CONTENTS

                                                                         Page
                                                                         ----

                                   ARTICLE I

                              Certain Definitions
                              -------------------

                                   ARTICLE II

                       Certain Restrictions on Transfers
                       ---------------------------------
     2.1  ..........................................................      5
     2.2  ..........................................................      6
     2.3  ..........................................................      6
     2.4  ..........................................................      6
 
                                  ARTICLE III

                             Right of First Refusal
                             ----------------------

     3.1  Rights of First Refusal...................................      7
     3.2  Subsequent Transfers......................................      9
     3.3  Certain Violations........................................      9
 
                                   ARTICLE IV

                                FFB Call Option
                                ---------------

     4.1  ..........................................................      9
     4.2. ..........................................................      10
     4.3  ..........................................................      11
     4.4  ..........................................................      12
 
                                   ARTICLE V

                                     Legend
                                     ------

     5.1  ..........................................................      12
     5.2  ..........................................................      12

                                       i

                                                                         Page
                                                                         ----

                              ARTICLE VI

                Indemnification; Cooperation; CHC Reimbursements
                ------------------------------------------------

     6.1  FFB Indemnification; Directors' and
            Officers' Insurance.......................................    13
     6.2  ............................................................    13

                                  ARTICLE VII

                     Transactions Occurring on Closing Date
                     --------------------------------------

     7.1  Consummation of Transactions on Closing Date................   16

                                  ARTICLE VIII

          Certain Accounting Matters; Provision of Certain Information
          ------------------------------------------------------------

     8.1  The Recapitalization........................................   17
     8.2  Certain Information.........................................   17

                                   ARTICLE IX

                                 Miscellaneous
                                 -------------

     9.1  Recapitalization, Exchanges, etc. Affecting
            the Shares................................................   18
     9.2  Arbitration.................................................   19
     9.3  Injunctive Relief...........................................   20
     9.4  Successors and Assigns......................................   20
     9.5  Amendment; Waiver...........................................   21
     9.6  Notices.....................................................   21
     9.7  Inspection..................................................   21
     9.8  Applicable Law..............................................   21
     9.9  Headings....................................................   21
     9.10 Integration.................................................   22
     9.11 Severability................................................   22
     9.12 Counterparts................................................   22

                                       ii

                            STOCKHOLDERS' AGREEMENT
                            -----------------------

          STOCKHOLDERS' AGREEMENT ("Agreement"), dated as of June 30, 1994,
between Citadel Holding Corporation, a Delaware corporation ("CHC"), and
Fidelity Federal Bank, A Federal Savings Bank ("FFB").

                                   ARTICLE I

                              Certain Definitions
                              -------------------

           As used in this Agreement, the following terms shall have the
meanings ascribed to them below:

          "Affiliate" shall mean, with respect to any Person, any other Person
           ---------                                                          
that, directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person.

          "Beneficial Owner", when used in connection with any security, means
           ----------------                                                   
one or more Persons, who would be deemed to be the beneficial owners of such
security within the meaning of Rule 13d-3 or 13d-5 under the Exchange Act or who
have the right to become such beneficial  owners (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise, conversion or
exchange of any warrant, right or other instrument, or otherwise.  The terms
                                                                            
"Beneficially Owned" and "Beneficial Ownership" shall refer to the beneficial
- - -------------------       --------------------                               
ownership of securities by such Beneficial Owner.

          "Board Resolution" shall mean a copy of a resolution certified by the
           ----------------                                                    
Secretary or an Assistant Secretary of FFB to have been duly adopted by the
Board of Directors of FFB and to be in full force and effect on the date of such
certification.

          "Book Value", with respect to any share of Class A Common Stock, shall
           ----------                                                           
mean (i) the difference between (A) the stockholders' equity of FFB as of FFB's
most recent quarterly balance sheet determined in accordance with generally
accepted accounting principles minus (B) the aggregate par value or stated
value, as the case may be, and accrued but unpaid dividends, if any, with
respect thereto, of outstanding shares of FFB's preferred stock to the extent
not reflected as liabilities on such balance sheet divided by (ii) the total
                                                   ------- --               
number of shares of Common Stock then outstanding determined on a fully-diluted
basis.

           "Bulk Sale Losses" shall have the meaning assigned to such term in
            ----------------                                                 
Section 6.2(c) of this Agreement.

           "Call Notice" shall have the meaning assigned to such term in Section
            -----------                                                         
4.1 of this Agreement.

          "Call Price" shall mean with respect to any Shares (i) if, on the date
           ----------                                                           
the Call Notice is delivered, there is a Public Trading Market for the Class A
Common Stock, 1.1 times the Current Market Price per share of Class A Common
                  -----                                                     
Stock determined as of such date and (ii) if, on the date the Call Notice is
delivered, there is no Public Trading Market for the Class A Common Stock, the
Book Value per share of the Class A Common Stock determined as of the end of
FFB's then most recent fiscal quarter.

           "Call Shares" shall have the meaning assigned to such term in Section
            -----------                                                         
4.1 of this Agreement.

           "CHC Person" shall have the meaning assigned to such term in Section
            ----------                                                         
4.1 of this Agreement.

           "Class A Common Stock" shall mean the Class A Common Stock, par value
            --------------------                                                
$0.01 per share, of FFB.

           "Class B Common Stock" shall mean the Class B Common Stock, par value
            --------------------                                                
$0.01 per share, of FFB.

           "Class C Common Stock" shall mean the Class C Common Stock, par value
            --------------------                                                
$0.01 per share, of FFB.

          "Closing Date" shall mean the time and date on which the
           ------------                                           
reclassification of the outstanding shares of common stock into shares of Class
B Common Stock becomes effective.

           "Commission" shall have the meaning set forth in Section 4.3.
            ----------                                                  

          "Common Stock" shall mean, collectively, the Class A Common Stock, the
           ------------                                                         
Class B Common Stock and the Class C Common Stock.

           "Cure" shall have the meaning assigned to such term in Section 6.2(c)
            ----                                                                
of this Agreement.

          "Current Market Price", with respect to any share of Class A Common
           --------------------                                              
Stock on any day, shall mean the average of the daily closing prices for the 5
consecutive trading days selected by FFB commencing not more than 20 trading
days before, and ending not later than, the day in question.

                                       2

The "closing price" for each day shall be the reported last sale price regular
way or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in either case on the New
York Stock Exchange or, if the Class A Common Stock is not listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the Class A Common Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System.

           "Distribution Notice" shall have the meaning assigned to such term in
            -------------------                                                 
Section 4.1 of this Agreement.

          "Excess Shares" shall mean, with respect to the Shares Beneficially
           -------------                                                     
Owned by all CHC Persons at any time, the excess, if any, of such number of
Shares over the aggregate number of shares of Common Stock then Beneficially
Owned by the single stockholder that is not a CHC Person with the greatest
Beneficial Ownership of such shares at such time.

           "Exchange Act" shall mean the Securities Exchange Act of 1934.
            ------------                                                 

           "FFB Indemnified Parties" shall have the meaning assigned to such
            -----------------------                                         
term in Section 6.1 of this Agreement.

           "FFB Notice" shall have the meaning assigned to such term in Section
            ----------                                                         
3.1(b) of this Agreement.

          "Five Percent Transfer" shall mean (i) a sale of Shares representing
           ---------------------                                              
more than 5% of the then outstanding Common Stock, determined on a fully-diluted
basis or (ii) a sale of Shares to any Person if, after giving effect to such
sale, such Person (including any Group of which such Person is a member) and the
Affiliates of such Person would Beneficially Own more than 5% of the then
outstanding Common Stock, determined on a fully-diluted basis; provided,
                                                               -------- 
however, that (i) no dividend, rights offering or similar distribution by CHC to
- - -------                                                                         
its stockholders shall be a Five Percent Transfer, and (ii) no sale involving a
public distribution, whether pursuant to an effective Form OC, through the
facilities of a securities exchange or as a result of the publication by a
broker or dealer of bid or asked quotations in an interdealer quotation system
shall be deemed to be a Five Percent Transfer.

          "Form 10-K Filing Date" shall mean the date of the filing by FFB of
           ---------------------                                             
its annual report on Form 10-K for

                                       3

FFB's next succeeding fiscal year following its fiscal year ended December 31,
1993.

          "Group" shall mean any group of Persons formed for the purpose of
           -----                                                           
acquiring, holding, voting or disposing of securities which would be required
under Section 13(d) of the Exchange Act and the rules and regulations thereunder
(as now in effect and based on present legal interpretations thereof) to file a
statement on Schedule 13D as a "person" within the meaning of Section 13(d)(3)
of the Exchange Act if such group beneficially owned securities of a class
representing more than 5% of all securities of such class then outstanding.

           "Meeting" shall have the meaning set forth in Section 4.3.
            -------                                                  

           "Offered Securities" shall have the meaning assigned to such term in
            ------------------                                                 
Section 3.1(a) of this Agreement.

           "Offer Terms" shall have the meaning assigned to such term in Section
            -----------                                                         
3.1(a) of this Agreement.

          "Offering Circular" shall mean the Offering Circular, dated July 12,
           -----------------                                                  
1994, of FFB in the form contained in the Form OC (OTS Docket No. 5770), as
amended at the time such Form OC is declared effective by the Office of Thrift
Supervision.

          "Person" shall mean a corporation, association, partnership,
           ------                                                     
organization, business, individual, government or political subdivision thereof
or governmental agency.

          "Placement Agency Agreement" shall mean the Placement Agency Agreement
           --------------------------                                           
dated July 12, 1994, among FFB, CHC and J.P. Morgan Securities Inc., as
placement agent.

           "Proxy Statement" shall have the meaning set forth in Section 4.3.
            ---------------                                                  

          "Public Trading Market" shall mean, with respect to any security, that
           ---------------------                                                
such security is listed on any national securities exchange or admitted for
quotation on the National Association of Securities Dealers, Inc. Automated
Quotations System.

           "Purchase Money Debt" shall have the meaning assigned to such term in
            -------------------                                                 
Section 3.1(a) of this Agreement.

           "Repurchase" shall have the meaning assigned to such term in Section
            ----------                                                         
6.2(c) of this Agreement.

                                       4

           "Repurchased Asset" shall have the meaning assigned to such term in
            -----------------                                                 
Section 6.2(d) of this Agreement.

           "Resale Terms" shall have the meaning assigned to such term in
            ------------                                                 
Section 6.2(d) of this Agreement.

           "Seller" shall have the meaning assigned to such term in Section
            ------                                                         
3.1(a) of this Agreement.

           "Seller's Notice" shall have the meaning assigned to such term in
            ---------------                                                 
Section 3.1(a) of this Agreement.

           "Shares" shall mean shares of Class B Common Stock.
            ------                                            

          "Transfer" shall mean to transfer, sell, assign, pledge, hypothecate,
           --------                                                            
give, create a security interest in or lien on, place in trust (voting or
otherwise), transfer by operation of law or in any other way encumber or dispose
of, directly or indirectly, and whether or not voluntarily, any Shares.

           "Transferee" shall have the meaning specified in Section 2.1.
            ----------                                                  

          "Unrestricted Transfer" shall mean (i) a transfer of Shares pursuant
           ---------------------                                              
to an effective Form OC in accordance with the provisions of the Registration
Rights Agreement, dated as of June 30, 1994, between FFB and CHC or (ii) a
Transfer in a transaction not involving a public distribution made otherwise
than through the facilities of a securities exchange or as a result of the
publication by a broker or dealer of bid and ask quotations in an inter-dealer
quotation system.

           "Violation" shall have the meaning assigned to such term in Section
            ---------                                                         
3.3 of this Agreement.

                                   ARTICLE II

                       Certain Restrictions on Transfers
                       ---------------------------------

          2.1  No holder of Shares shall, directly or indirectly, Transfer
Shares to any Person (regardless of the manner in which such holder initially
acquired such Shares) (any Person in whose favor a Transfer of Shares is made,
and all subsequent transferees of any such Person, regardless of the method of
Transfer, being referred to collectively as "Transferees" and individually as a
"Transferee"), if such Transfer is prohibited by any provision of Article II or
III

                                       5

hereof.  FFB shall not reflect on its books any Transfer of Shares to any Person
except in accordance with this Agreement, and any Transfer of Shares not
permitted by the provisions of this Agreement shall be null and void ab initio.
                                                                     -- ------ 

          2.2  Without the prior approval of the Board of Directors of FFB,
evidenced by a Board Resolution, no holder of Shares shall, directly or
indirectly, Transfer Shares, except in an Unrestricted Transfer, if, after
giving effect to such Transfer and all other Transfers (other than any
Unrestricted Transfers) by such holder during the 30-day period immediately
preceding the date of such Transfer, such holder would have Transferred Shares
constituting in excess of 5% of the outstanding Common Stock, calculated on a
fully-diluted basis as of the date of such Transfer.

          2.3  No holder of Shares shall, directly or indirectly, Transfer
Shares if, immediately after giving effect to such Transfer, such Shares shall
not have converted into shares of Class A Common Stock of FFB unless:

           (A) the Transferee shall have executed and delivered to FFB, as a
     condition precedent to such Transfer, an instrument or instruments in form
     and substance reasonably satisfactory to FFB confirming that such
     Transferee agrees to be bound by the terms of this Agreement;

           (B) the certificates issued to the Transferee which represent the
     Shares so Transferred shall bear the legends provided in Article V; and

           (C) in the case of any Transfer of Shares to an entity that was
     formed for the purpose of acquiring such Shares or that, immediately
     following such Transfer, will have no substantial assets other than such
     Shares, such entity shall agree (x) to have its shares of common stock or
     instruments reflecting equity interests therein legended to note the
     restrictions on Transfer contained in this Agreement as if they were Shares
     and (y) that no shares of stock or other equity interests in any such
     entity may thereafter be transferred to any Person other than in accordance
     with the terms of this Agreement as if such stock or other equity interests
     were Shares.

          2.4  Pledges.  None of the restrictions contained in this Agreement
               -------                                                       
with respect to Transfers of Shares shall apply to the pledge of Shares, or the
grant of a security interest, lien or other encumbrance thereon (each a

                                       6

"pledge"), to a commercial bank, savings and loan institution or any other
lending institution as security for any indebtedness to such lender; provided
that prior to any such pledge, the pledgee shall deliver to FFB its written
agreement, in form and substance reasonably satisfactory to FFB, that upon any
foreclosure, such pledgee, or such other Person acquiring such Shares upon such
foreclosure, shall assume and be bound by all the terms of this Agreement.

                                  ARTICLE III

                             Right of First Refusal
                             ----------------------

          3.1  Rights of First Refusal.  (a)  If at any time any holder of
               -----------------------                                    
Shares desires to make a Five Percent Transfer of any Shares to any other Person
(including without limitation any other holder of Shares), such holder shall
first give written notice to FFB stating such holder's desire to make such Five
Percent Transfer, the number of Shares proposed to be Transferred, the price and
other terms on which such holder proposes to Transfer such Shares and the
aggregate number of Shares of which such holder is the Beneficial Owner.  For
purposes of this Agreement, any notice stating a holder's desire to Transfer
Shares is referred to as a "Seller's Notice"; the Shares covered by any Seller's
Notice are referred to as the "Offered Securities"; the holder giving the
Seller's Notice is sometimes referred to as the "Seller"; and the price and
other terms on which the holder proposes for such Transfer are referred to as
the "Offer Terms."  Each Seller's Notice shall constitute an irrevocable offer
by the Seller to sell to FFB the Offered Securities on the Offer Terms;
provided, however, that if such Offer Terms include the deferral of any part of
- - --------  -------                                                              
the purchase price or the receipt by the Seller of any form of indebtedness in
consideration for the applicable Transfer ("Purchase Money Debt"), then such
offer may be stated in the Seller's Notice to be, and if so stated shall be,
conditioned on any Person accepting such offer demonstrating his or its
creditworthiness to the reasonable satisfaction of the Seller.  Notwithstanding
anything to the contrary contained in this Article III, no Offer Terms in
respect of Offered Securities may include any form of consideration other than
cash (which may be paid at closing, in installments or after any period of time)
or Purchase Money Debt of the Transferee of such Offered Securities.

          (b)  FFB or its assignee shall have the right to purchase all, but not
less than all, of the Offered Securities on the Offer Terms (but subject to the
proviso contained in Section 3.1(a)).  FFB or such assignee may
- - -------                                                        

                                       7

exercise such right by giving notice to the Seller, within thirty (30) days
after the date of receipt by FFB of the Seller's Notice, of FFB's election or
such assignee's election to purchase such Offered Securities (the "FFB Notice").
The FFB Notice shall constitute an irrevocable commitment to purchase such
Offered Securities from the Seller on the Offer Terms.

          (c)  If FFB fails to elect to purchase all the Offered Securities
within the time periods specified in this Section 3.1, then the Seller (i) shall
be under no obligation to sell any of the Offered Securities to FFB, unless the
Seller so elects, and (ii) may, within a period of ninety (90) days from and
after the date of the Seller's Notice, Transfer all but not less than all of the
Offered Securities to one or more Persons on terms no less favorable to the
Seller, and including no less cash, than the Offer Terms.

          (d)  Notwithstanding anything to the contrary contained in this
Section 3.1, if, as contemplated by the proviso contained in Section 3.1(a), a
                                        -------                               
Seller's Offer Terms include any Purchase Money Debt, and such Seller is not
reasonably satisfied with the creditworthiness of a Person who has committed to
purchase Offered Securities on such Offer Terms, then such Person may, at his or
its option, elect to make a cash payment at the closing provided for in Section
3.1(e) in lieu of such Purchase Money Debt, the amount of which shall be the
fair market value thereof as determined by a nationally recognized investment
banking firm selected by FFB.  If such option is not exercised as to any Offered
Securities, then, subject to Section 3.1(c) hereof, the Seller may Transfer such
Offered Securities on the Offer Terms (or other terms satisfying Section
3.1(c)), but only if (i) the Person obligated (whether primarily, as surety, as
an issuer of a letter of credit or in a similar capacity) to pay such Purchase
Money Debt has outstanding debt securities rated in one of the top four
categories by a nationally recognized statistical rating agency and such
obligation is with recourse to such Person or (ii) such Person secures such
obligation with collateral having an ascertainable fair market value at least
equal to the amount of such obligation (including interest to accrue thereon).

          (e)  The closing of the purchase and sale of any Offered Securities
under this Section 3.1 shall take place on such date, not earlier than 20 nor
later than 60 days following the date of receipt of the FFB Notice by the
Seller, as FFB and the Seller shall mutually agree.  The closing shall be held
at 10:00 a.m., local time, at the principal office of FFB.  At such closing, (i)
the Seller

                                       8

shall deliver to each Person purchasing Offered Securities certificates
representing the Shares being sold, free and clear of any lien, claim or
encumbrance (and each Seller shall represent and warrant that such Shares shall,
immediately prior to such sale, be so free and clear), (ii) each such Person
shall, subject to Section 3.1(d), deliver to the Seller the consideration to be
paid for such Shares in accordance with the Offer Terms, and (iii) the Seller
and each such Person shall execute such other documents and take such other
action as shall be reasonably necessary to consummate the purchase and sale of
the applicable Offered Securities on the terms contemplated by the Offer Terms
(subject to Section 3.1(d)).

          3.2  Subsequent Transfers.  If FFB or its assignee does not elect to
               --------------------                                           
purchase all the Offered Securities on the Offer Terms and the Seller shall not
have consummated the Transfer of all of the Offered Securities to any Transferee
or Transferees prior to the expiration of the ninety (90) day period specified
in Section 3.1(c), then the provisions of this Article III shall again apply,
and such Seller shall not Transfer or offer to Transfer any of such Offered
Securities not so Transferred during such period without again complying with
this Article III.

          3.3  Certain Violations.  FFB shall not be obligated to purchase the
               ------------------                                             
Offered Securities at any time pursuant to this Article III regardless of
whether it has delivered an FFB Notice if the purchase of any or all of the
Offered Securities would conflict with or result in a violation of any law,
statute, rule, regulation, policy, guideline, order, writ, injunction, decree or
judgment promulgated or entered by any federal, state, local or foreign court of
governmental authority applicable to FFB or any of its subsidiaries (a
"Violation").  As soon as practicable after FFB's determination that the
purchase of any or all of the Offered Securities would result in a Violation,
FFB shall give written notice of such fact to Seller.

                                   ARTICLE IV

                                FFB Call Option
                                ---------------

          4.1  During the period commencing on the day 180 days after the
Closing Date and ending on the day eighteen months after the Closing Date, FFB
shall have an irrevocable option to redeem, and CHC and its Affiliates (each a
"CHC Person") shall be required to transfer to FFB upon exercise of such option,
all, but not less than all, of

                                       9

the Excess Shares held by any CHC Person or all CHC Persons; provided, however,
                                                             --------  ------- 
that no such transfer to FFB by any CHC Person shall be required in the event
such option is exercised by FFB in anticipation of any merger or consolidation
of FFB with any other Person, any sale of all or substantially all of FFB's
assets, any distribution of cash or property by FFB to its stockholders (other
than any ordinary cash dividend), or any other transaction involving the receipt
by holders of any class of Common Stock of any cash or other property.  If FFB
desires to exercise its option to redeem any Shares from any CHC Person pursuant
to this Section 4.1, FFB shall give written notice (the "Call Notice") of its
intention to redeem such Shares (the "Call Shares") to such CHC Person.  The
redemption price per share of such Shares shall be the Call Price, payable in
cash.  The obligation of each such CHC Person to transfer such Excess Shares to
FFB shall be pro rata in proportion to the number of Shares held by each such
             --- ----                                                        
CHC Person compared to the number of Shares held by all such CHC Persons.
Notwithstanding the foregoing, any CHC Person may, no later than the tenth day
after receipt of the Call Notice, deliver to FFB written notice (the
"Distribution Notice") of its intention to distribute to its stockholders in a
dividend, rights offering or similar distribution any or all of the Excess
Shares.  Such CHC Person shall complete such dividend, rights offering or
distribution no later than 120 days after the date the Distribution Notice is
delivered to FFB.  No later than the date of such dividend, rights offering or
distribution, each CHC Person making such a distribution shall give to FFB
written notice (the "Distribution Completion Notice") of such distribution and
of the remaining number of Excess Shares held by such CHC Person immediately
after giving effect to such dividend, rights offering or distribution.  Upon
receipt of such notice, FFB, may, at its option, elect to redeem any or all of
such remaining Excess Shares held by such CHC Person on the date determined
pursuant to Section 4.2 hereof or, by written notice to such CHC Person given no
later than the fifth day after receipt of the Distribution Completion Notice,
elect to cancel the Call Notice as to such CHC Person, in which event FFB shall
have no obligation to redeem any of such Excess Shares.

          4.2  The closing of the redemption of the Call Shares shall take place
on such date, not earlier than 20 nor later than 60 days following the date of
receipt of the Call Notice by the last CHC Person to receive such notice, as FFB
and CHC shall mutually agree; provided, however, that (i) in the event that a
                              --------  -------                              
CHC Person delivers a Distribution Completion Notice pursuant to Section 4.1
hereof, such closing, if any, shall be postponed to such date, not

                                       10

earlier than 20 nor later than 60 days following the date of receipt by FFB of
the Distribution Completion Notice, as FFB and CHC shall mutually agree and (ii)
in the case of any Shares called for redemption from CHC, the closing of the
redemption of any Call Shares to be redeemed from CHC (but not the closing of
the redemption of Call Shares from any other CHC Person) shall be postponed (in
addition to, and not in lieu of, any postponement required under clause (i) of
this sentence) to such date, not earlier than the date of the applicable Meeting
with respect thereto and not later than five days thereafter.  The closing shall
be held at 10:00 a.m., local time, at the principal office of FFB.  At such
closing, (i) each CHC Person shall deliver to FFB certificates representing the
Call Shares being transferred at such closing upon such redemption by such CHC
Person, free and clear of any lien, claim or encumbrance (and CHC shall
represent and warrant that such Shares shall, immediately prior to such
transfer, be so free and clear), (ii) FFB shall deliver to such CHC Person the
consideration to be paid for such Call Shares in accordance with Section 4.1
hereof and (iii) each such CHC Person and FFB shall execute such other document
and take such other action as shall be reasonably necessary to consummate the
redemption of such Call Shares.

          4.3  Notwithstanding the foregoing, FFB shall have no right to redeem
from CHC, and CHC shall not be obligated to transfer to FFB upon any call for
redemption, any Shares unless and until such redemption shall have been
authorized and approved by the holders of a majority of the outstanding stock of
CHC entitled to vote thereon.  CHC shall, as promptly as practicable following
delivery of a Call Notice, take all action necessary in accordance with the
Delaware General Corporation Law and its Certificate of Incorporation and By-
Laws to convene a meeting (the "Meeting") of its stockholders to vote on such
redemption and shall file with the Securities and Exchange Commission (the
"Commission") under the Exchange Act, and shall use its best efforts to have
cleared by the Commission a proxy statement or information statement, as
applicable (the "Proxy Statement"), with respect to a meeting of stockholders
for purposes of approving such redemption.  As promptly as practicable after the
Proxy Statement has been cleared by the Commission, CHC shall mail the Proxy
Statement to its stockholders as of the record date for the Meeting.  Subject to
the directors' fiduciary duties under applicable law as advised by counsel
reasonably satisfactory to FFB, the Proxy Statement shall contain the
recommendation of the Board of Directors of CHC in favor of approval of such
redemption.

                                       11

          4.4  FFB shall not be obligated to redeem any Shares at any time
pursuant to this Article IV (regardless of whether it has delivered a notice of
its election to redeem any Call Shares) to the extent that the redemption of
such Call Shares would result in a Violation.  As soon as practicable after
FFB's determination that the redemption of any Call Shares from any CHC Person
would result in a Violation, FFB shall give written notice of such fact to such
CHC Person.

                                   ARTICLE V

                                     Legend
                                     ------

          5.1  All holders of Shares agree that any certificates evidencing
Shares shall be stamped or endorsed with a legend in substantially the following
form:

THE SHARES OF CLASS B COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A STOCKHOLDER'S AGREEMENT DATED AS OF JUNE 30, 1994 BETWEEN FIDELITY FEDERAL
BANK, A FEDERAL SAVINGS BANK ("FFB"), AND CITADEL HOLDING CORPORATION, INCLUDING
CERTAIN RESTRICTIONS ON TRANSFER AND THE RIGHT OF FFB TO REDEEM SUCH SHARES
UNDER CERTAIN CIRCUMSTANCES.  A COPY OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF FFB AND MAY BE OBTAINED BY THE HOLDER OF THIS CERTIFICATE
WITHOUT CHARGE UPON WRITTEN REQUEST TO FFB.

          5.2  All holders of Shares agree that any certificates representing
Shares or shares of Class A Common Stock issued upon conversion of Shares shall
be stamped or endorsed with a legend in substantially the following form (and
such holders shall be deemed to have agreed to comply with the restrictions set
forth in such legend):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES REGULATIONS OF THE OFFICE OF THRIFT SUPERVISION (THE "OTS") AND MAY
ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH SUCH
SECURITIES REGULATIONS AND APPLICABLE STATE SECURITIES LAWS AND ONLY (1)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY 12 CFR PART 563G-1, (2)
TO FFB, (3) IN A TRANSACTION OTHERWISE EXEMPT FROM SUCH REGISTRATION, SUBJECT TO
RECEIPT BY FFB OF SUCH OTHER EVIDENCE (INCLUDING AN OPINION OF COUNSEL)
ACCEPTABLE TO IT THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IS
IN COMPLIANCE WITH SUCH APPLICABLE STATE SECURITIES LAWS OR (4) PURSUANT TO AN
OFFERING CIRCULAR DECLARED EFFECTIVE BY THE OTS, OR ANY SUCCESSOR THERETO,
PURSUANT TO SUCH SECURITIES REGULATIONS.

                                       12

                                   ARTICLE VI

                Indemnification; Cooperation; CHC Reimbursements
                ------------------------------------------------

           6.1  FFB Indemnification; Directors' and Officers' Insurance.
                ------------------------------------------------------- 

          (a)  From and after the Closing Date, FFB shall maintain and honor all
rights to indemnification (including rights with respect to the advancement of
expenses incurred in defense of any action or suit), contribution and
exculpation of each present or former director, officer, employee and agent of
FFB or any of its subsidiaries (the "FFB Indemnified Parties") existing as of
the Closing Date with respect to matters existing or occurring at or prior to
the Closing Date, whether claims relating thereto are asserted prior to or after
the date hereof, to the fullest extent that FFB is permitted under applicable
law and its charter and bylaws in effect on the Closing Date, and to the full
extent FFB may be otherwise contractually required to do so.

          (b)  This Section 6.1 is intended to be for the benefit of, and to
grant third party beneficiary rights to, the FFB Indemnified Parties, whether or
not they are parties to this Agreement, and each of the FFB Indemnified Parties
shall be entitled to enforce the covenants contained in this Section 6.1.

          (c)  In the event that, after the Closing Date, FFB or any of its
successors or assigns (i) consolidates with or merges into any other person and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any person, then and in each such case, proper
provisions will be made so that the successors and assigns of FFB assume the
obligations of FFB set forth in this Section 6.1.

           6.2  Cooperation; CHC Reimbursements
                -------------------------------

          (a)  FFB shall take reasonable steps to cooperate with CHC and any
officer, director or controlling person of CHC in the defense of any action,
claim or proceeding brought by any stockholder of FFB against CHC or any such
officer, director or controlling person arising out of or in any way relating to
the offering contemplated by the Form OC (OTS Docket No. 5770) filed by FFB with
the OTS.  Notwithstanding the foregoing, FFB shall be under no obligation to
take any action under this Section 6.2(a) that

                                       13

the Board of Directors of FFB determines in good faith would be reasonably
likely to impair, in any material respect, the ability of FFB or any officer or
director of FFB to assert, on its own behalf, any defense or potential defense
in connection with such action, claim or proceeding.

          (b)  Promptly after receipt by CHC, or any officer, director or
controlling person of CHC, of notice of any action, suit or proceeding which may
give rise to an obligation by FFB to cooperate in the defense thereof under this
Section 6.2, such party shall give prompt written notice thereof to FFB
indicating with reasonable particularity the nature of such action, suit or
proceeding and the basis thereof (it being understood that any failure by any
such Person to give, or delay by any such Person in giving, such notice shall
not excuse the obligation of FFB hereunder to assume the defense of such action,
suit or proceeding, except to the extent FFB may be actually prejudiced thereby
or to the extent such assumption may be impracticable as a result of such
failure or delay).  In case any such action, suit or proceeding shall be brought
against CHC or any officer, director or controlling person of CHC, and FFB is
also a defendant in such action, FFB shall, except to the extent that such
assumption would be inappropriate due to an actual conflict of interest, assume
the defense thereof at FFB's expense, with counsel reasonably satisfactory to
CHC.  To the extent such assumption would be inappropriate due to such a
conflict of interest, FFB shall have no responsibility for the fees and expenses
of counsel for CHC or such officer, director or controlling person of CHC, in
connection with such action, suit or proceeding.  CHC, or such officer, director
or controlling person of CHC, shall be entitled to retain its own separate
counsel, at its own expense, whether or not the defense of such action, suit or
proceeding is assumed by FFB, and FFB shall cause its counsel to cooperate with
such counsel to the extent appropriate under the circumstances, taking into
account any conflicts of interest between FFB, on the one hand, and CHC or such
officer, director or controlling person, on the other hand.  Without the written
consent of CHC or such officer, director or controlling person of CHC, FFB shall
not effect the settlement or compromise on behalf of CHC or such officer,
director or controlling person, as the case may be, of, or consent to the entry
of any judgment against CHC or such officer, director or controlling person of
FFB, as the case may be, with respect to, any pending or threatened action, suit
or proceeding.

          (c)  In the event that FFB shall be required to

                                       14

repurchase (a "Repurchase") any assets or cure (a "Cure") a breach of a Recourse
Representation (as defined in the Offering Circular) contained in a Bulk Sale
Agreement (as defined in the Offering Circular), CHC shall reimburse FFB for any
Bulk Sale Losses, not to exceed $4,000,000 in the aggregate, resulting
therefrom.  Promptly after becoming aware of any breach, or assertion by any
Person that there has been a breach, of a Recourse Representation in a Bulk Sale
Agreement as to which CHC may be required to reimburse FFB pursuant to this
Section 6.2(c), FFB shall notify CHC of such breach or assertion and provide to
CHC such information in connection therewith as CHC may from time to time
reasonably request.  FFB shall consult with CHC with respect to any decision
whether to effect a Repurchase or Cure in connection with any such breach and
shall make such decision in a manner reasonably calculated to minimize the loss
incurred in connection with such breach.  Until the day 180 days after the last
closing to occur under any Bulk Sale Agreement (or, if earlier, the earliest day
on which CHC shall have reimbursed FFB $4,000,000 pursuant to this Section
6.2(c)), CHC shall maintain, in a segregated account solely for the satisfaction
of any obligations of CHC under this Section 6.2(c), the lesser of (i) the
amount of any Adjustment Payment (as defined in the Offering Circular) received
by CHC and (ii) $4,000,000.  So long as any such funds are required to be so
segregated, CHC shall invest such funds solely in securities backed by the full
faith and credit of the United States of America with a remaining maturity not
in excess of one year.  "Bulk Sale Losses" shall mean (i) with respect to any
Cure in connection with any asset, amounts reasonably expended in effecting such
Cure, which amounts (A) shall not exceed the amount FFB would have been required
to pay pursuant to the applicable Bulk Sale Agreement to repurchase such asset
and (B) shall not include fees and expenses of outside counsel to FFB in
connection with the Cure, or any breach of a Recourse Representation to which
such Cure relates, except if the retention of outside counsel shall be
reasonable under the circumstances (such outside counsel as to which FFB is
seeking reimbursement hereunder to be selected by CHC and reasonably acceptable
to FFB), and (ii) with respect to any Repurchase of any asset, (A) in the event
such asset is sold by FFB subsequent to such Repurchase within 6 months of the
date of Repurchase, the amount, if any, by which the amount paid by FFB under
the applicable Bulk Sale Agreement to effect such Repurchase exceeds the amount
realized upon such sale and (B) in the event FFB is unable to effect such a sale
by the date six months after the date of such Repurchase, after using
commercially reasonable efforts to effect such a sale, at CHC's option either
the price paid by FFB to effect such Repurchase or the amount, if any, by

                                       15

which such price exceeds the appraised value of such asset as reasonably
determined by an appraiser selected by CHC using accepted valuation
methodologies appropriate for the asset in question.  In the event that, upon
the Repurchase of any asset, CHC shall elect pursuant to clause (ii)(B) of the
immediately preceding sentence to pay to FFB the price paid by FFB to effect
such Repurchase, CHC shall be entitled to receive from FFB all of FFB's right,
title and interest in such asset in consideration of such payment.

          (d)  In effecting any such Cure or reselling any asset repurchased (a
"Repurchased Asset"), FFB shall consult with CHC.  Prior to agreeing to resell
any Repurchased Asset for an amount less than the amount paid for such asset by
FFB under the applicable Bulk Sale Agreement, FFB shall notify CHC in writing of
the proposed terms of such resale (the "Resale Terms").  CHC shall have 10 days
from the date of its receipt of such notice to agree in writing to purchase such
Repurchased Asset for the Resale Terms, which purchase shall be consummated no
later than 30 days after the expiration of such 10 day period.  If CHC does not
so agree during such 10 day period, FFB shall be free to sell the Repurchased
Asset for terms no less favorable to FFB (including without limitation no less
cash) than the Resale Terms.

                                  ARTICLE VII

                     Transactions Occurring on Closing Date
                     --------------------------------------

          7.1  Consummation of Transactions on Closing Date.  On the Closing
               --------------------------------------------                 
Date, recognizing that the transactions referred to below are conditioned upon
one another, the closing of such transactions shall nevertheless be deemed to
occur in the following order:

           .  First, the grant by FFB to CHC of an option to purchase the Office
Buildings (as defined in the Offering Circular);

          .  Second, the sale by FFB to CHC of certain assets as part of the
Citadel Sale (as defined in the Offering Circular) on the terms, including the
related financing to be provided by FFB, and the transfer by FFB to CHC of the
D&O Litigation (as defined in the Offering Circular), in each case as described
in the Offering Circular;

          .  Third, the issuance and sale of a minimum of 20,952,381 shares and
a maximum of 22,000,000 shares of

                                       16

Class A Common Stock and Class C Common Stock pursuant to the several Investors'
Purchase Agreements (as defined in the Offering Circular);

          .  Fourth, the repurchase and cancellation of all of the subordinated
notes issued and outstanding under that certain Loan Agreement dated as of May
15, 1990 among CHC, FFB and the Lenders named therein relating to $60 million
original principal amount of FFB's 11.68% Subordinated Notes due 2000 in
accordance with the terms of the Settlement Agreement (as defined in the
Offering Circular); and

          .  Fifth, the execution and delivery by FFB of certain leases of
portions of the Office Buildings in accordance with the terms described in the
Offering Circular.

                                  ARTICLE VIII

          Certain Accounting Matters; Provision of Certain Information
          ------------------------------------------------------------

          8.1  The Recapitalization.  On the Closing Date, FFB's charter shall
               --------------------                                           
be amended and restated as described in the Offering Circular, as a result of
which the share of common stock, par value $.01 per share, held of record and
beneficially by CHC, will be reclassified into a number of shares of Class B
Common Stock and, under certain circumstances, an amount in cash, all as
described in the Offering Circular.  For purposes of determining Stockholders'
Equity and Adjusted Stockholders' Equity (as defined in the Offering Circular)
at June 30, 1994, FFB and CHC agree that the accounting and income tax items set
forth on Annex A hereto shall be accorded the treatments set forth thereon.

           8.2  Certain Information.
                ------------------- 

          (a)  FFB shall promptly provide to CHC such information as CHC may
reasonably request in order to permit CHC to include in its annual reports on
Form 10-K or quarterly reports on Form 10-Q filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 such information
with respect to FFB as may be required by such Forms.  Notwithstanding the
foregoing, FFB shall be under no obligation to provide any such information in
connection with any such Form if CHC shall not have accounted for its investment
in FFB on a consolidated basis or using the equity method for any of the periods
for which financial statements are required to be presented in such

                                       17

Form.  CHC shall use its best efforts to maintain the confidentiality of all
confidential information of FFB which is obtained by CHC pursuant to this
Section 8.2.  The term "best efforts" shall mean efforts at least as thorough as
the efforts CHC uses to maintain the confidentiality of its own confidential
information.  Notwithstanding the foregoing, (i) CHC may disclose such
information (a) at the request of any applicable regulatory authority or in
connection with an examination of FFB by such authority, (b) pursuant to
subpoena or other court process, (c) when required to do so in accordance with
the provisions of any applicable law (including the Exchange Act in connection
with the filing by CHC of any Form 10-K or 10-Q), (d) at the express direction
of any other agency or regulatory authority having jurisdiction over FFB or CHC,
provided that in each of the cases identified in (a) through (d) CHC has
promptly notified FFB in writing prior to such disclosure and cooperates with
FFB, at FFB's expense, in any proceeding to maintain such information under seal
or to otherwise prevent the public disclosure thereof; and (ii) the obligations
of CHC under this paragraph shall not apply to information that has entered the
public domain through no fault of CHC or which CHC has rightfully acquired from
third persons not known by CHC to be under an obligation of confidence to FFB.

          (b)  So long as FFB shall furnish holders of Class A Common Stock or
Class C Common Stock with annual or quarterly reports pursuant to the Placement
Agency Agreement, FFB shall concurrently furnish such reports to each holder of
Class B Common Stock.

                                   ARTICLE IX

                                 Miscellaneous
                                 -------------

          9.1  Recapitalization, Exchanges, etc. Affecting the Shares.  The
               ------------------------------------------------------      
provisions of this Agreement applicable to the Shares shall also apply with
respect to any and all shares of capital stock of FFB (other than any shares of
Class A Common Stock) or any successor or assign of FFB (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution for the Shares, by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification,
merger, consolidation or otherwise; provided, however, that upon the issuance of
                                    --------  -------                           
any shares of Class A Common Stock in exchange for shares of Class B Common
Stock pursuant to the terms of FFB's Amended and Restated Charter S, as in
effect immediately following

                                       18

the Recapitalization (as defined in the Offering Circular), the provisions of
this Agreement shall not apply to such shares of Class A Common Stock or to any
shares of capital stock of FFB thereafter issued in respect of, in exchange for
or in substitution for such shares of Class A Common Stock.  In the event of any
change in the capitalization of FFB, as a result of any stock split, stock
dividend or stock combination, the provisions of this Agreement shall be
appropriately adjusted.

           9.2  Arbitration.
                ----------- 

          (a) Except for an action by any party hereto seeking solely a
temporary restraining order, preliminary or final injunction or specific
performance requiring or prohibiting future action, any and all disputes between
or among the parties hereto, however significant, arising out of, relating in
any way to or in connection with this Agreement (including the validity, scope
and enforceability of this arbitration clause) shall be solely settled by an
arbitration conducted in accordance with the rules of the American Arbitration
Association or any similar successor body and to be held in Los Angeles,
California.

          (b) Any arbitration hereunder shall be held before a single arbitrator
mutually agreed to by the parties thereto, except that, if the parties shall
fail to agree to such an arbitrator within five days from the date on which the
claimant's request for arbitration is delivered to the other party to the
arbitration, such arbitration shall be held before a panel of three arbitrators
and each party shall appoint one arbitrator.  If a party fails to nominate an
arbitrator within 10 days from the date on which the claimant's request for
arbitration has been communicated to the other party, the appointment shall be
made by the American Arbitration Association.  The two arbitrators so appointed
shall attempt to agree upon the third arbitrator to act as chairman.  If the two
arbitrators fail to nominate the chairman within 10 days from the date of
appointment of the later appointed arbitrator, the chairman shall be selected by
the American Arbitration Association.

          (c) Discovery may be taken in the arbitration proceedings pursuant to
the provisions of California Code of Civil Procedure Section 1283.05, which are
incorporated herein by reference and made applicable to any arbitration held
pursuant to this Section.

          (d) The award of the arbitrator(s) shall be final, and the parties
agree to waive their right to any form of appeal, to the greatest extent allowed
by law, and

                                       19

to share equally the fees and expenses of the arbitrators.  Judgment upon any
award of the arbitrators may be entered in any court having jurisdiction or
application may be made to such court for the judicial acceptance of the award
and for order of enforcement.

          (e) If any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover such reasonable attorneys' fees and other costs incurred in that
proceeding, in addition to any other relief to which it or they may be entitled,
as may be ordered in connection with such proceeding.

          9.3  Injunctive Relief.  Each party hereto acknowledges that it would
               -----------------                                               
be impossible to determine the amount of damages that would result from any
breach of any of the provisions of this Agreement and that the remedy at law for
any breach, or threatened breach, of any of such provisions would likely be
inadequate and, accordingly, agrees that each other party shall, in addition to
any other rights or remedies which it may have, be entitled to seek such
equitable and injunctive relief as may be available from any court of competent
jurisdiction to compel specific performance of, or restrain any party from
violating, any of such provisions.  In connection with any action or proceeding
for injunctive relief, each party hereto hereby waives the claim or defense that
a remedy at law alone is adequate and agrees, to the maximum extent permitted by
law, to have each provision of this Agreement specifically enforced against such
party, without the necessity of posting bond or other security against such
party, and consents to the entry of injunctive relief against such party
enjoining or restraining any breach or threatened breach of such provisions of
this Agreement.

          9.4  Successors and Assigns.  All the terms and provisions of this
               ----------------------                                       
Agreement shall be binding upon, shall inure solely to the benefit of and shall
be enforceable by the parties hereto and their respective successors and
assigns, and no such term or provision is for the benefit of, or intended to
create any obligations to, any other Person.  Without limiting the generality of
the foregoing, FFB shall have the right, at any time and from time to time,
without the consent of any holder of Shares, to assign to any Person any or all
of FFB's rights pursuant to Section 3.1 hereof.  If any holder shall acquire
additional Shares and if any Transferee of any holder of Shares shall acquire
any Shares, in each case in any manner, whether by

                                       20

operation of law or otherwise, such Shares shall be held subject to all of the
terms of this Agreement, and by taking and holding such Shares such Person shall
be conclusively deemed to have agreed to be bound by and to comply with all of
the terms and provisions of this Agreement.

          9.5  Amendment; Waiver.  (a)  This Agreement may be amended as to any
               -----------------                                               
holder of Shares only by a written instrument duly executed by FFB and such
holder.

          (b)  No failure by any party to insist upon the strict performance of
any covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon breach thereof shall constitute a waiver of any
such breach or of any other covenant, duty, agreement or condition, any such
waiver being effective only if contained in a writing executed by the waiving
party.

          9.6  Notices.  Except as otherwise provided in this Agreement, all
               -------                                                      
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered personally or by courier, three days after being
deposited in the mail, or when received by facsimile transmission if promptly
confirmed by one of the foregoing means, as follows:  if to FFB to it at 600
North Brand Boulevard, Glendale, California 91203, Attention:  General Counsel,
facsimile transmission no. (818) 549-3773, and if to the other parties at the
address or facsimile transmission number specified below its name on the
signature pages hereto (or, in the case of Persons who become parties hereto
subsequently, at their last addresses or facsimile transmission numbers shown on
the record books of FFB).  Each holder of Shares, by notice given to FFB in
accordance with this Section 10.5, may change the address or facsimile
transmission number to which such notice or other communications are to be sent
to such holder of Shares.

          9.7  Inspection.  For so long as this Agreement shall be in effect,
               ----------                                                    
this Agreement and any amendments hereto shall be made available for inspection
and copying on any business day at the offices of FFB at the address thereof set
forth in Section 8.5 above.

          9.8  APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
               --------------                                          
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

          9.9  Headings.  The descriptive headings of the several sections in
               --------                                                      
this Agreement are for convenience only

                                       21

and do not constitute part of this Agreement and shall not affect in any way the
meaning or interpretation of this Agreement.

          9.10  Integration.  This Agreement and the other writings referred to
                -----------                                                    
herein or delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to its subject matter.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.  There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to its
subject matter other than those expressly set forth or referred to herein.

          9.11  Severability.  If any term or provision of this Agreement or any
                ------------                                                    
application thereof shall be declared or held invalid, illegal or unenforceable,
in whole or in part, whether generally or in any particular jurisdiction, such
provision shall be deemed amended to the extent, but only to the extent,
necessary to cure such invalidity, illegality or unenforceability, and the
validity, legality and enforceability of the remaining provisions, both
generally and in every other jurisdiction, shall not in any way be affected or
impaired thereby.

          9.12  Counterparts.  This Agreement may be executed in two or more
                ------------                                                
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.

           IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.

                            FIDELITY FEDERAL BANK,
                              A Federal Savings Bank

                            By: /s/ Godfrey B. Evans
                               -----------------------------------------
                                 Godfrey B. Evans
                                 Executive Vice President and Secretary

                            CITADEL HOLDING CORPORATION

                            By: /s/ Richard M. Greenwood
                               -----------------------------------------
                                 Richard M. Greenwood
                                 President and Chief Executive Officer

                                       22

                                                                   EXHIBIT 10.27

          TAX DISAFFILIATION AGREEMENT dated as of August 4, 1994, by and
between Citadel Holding Corporation, a Delaware corporation ("Citadel"), and
Fidelity Federal Bank, A Federal Savings Bank ("Fidelity").

                                    RECITALS

          A.  Citadel is the common parent of an affiliated group of
corporations within the meaning of Section 1504(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the members of the affiliated group,
including Fidelity, have heretofore joined in filing consolidated Federal income
tax returns.

          B.  Pursuant to the Investors' Purchase Agreements dated as of various
dates, among Citadel, Fidelity and the investors' parties thereof (a form of
which is included in Annex A to Fidelity's Offering Circular dated July 12,
1994), Fidelity will issue Class A Common Stock and Class C Common Stock such
that Fidelity will no longer be a member of the affiliated group of which
Citadel is the common parent for Federal income tax purposes (the
"Disaffiliation").

          C.  Citadel and Fidelity desire on behalf of themselves, their
subsidiaries and their successors to set forth their rights and obligations with
respect to taxes due for periods before and after the Disaffiliation.

          NOW, THEREFORE, the parties hereto agree as follows:

                                   Article I

                                  Definitions
                                  -----------

          For the purposes of this Agreement,

          1.01  "Citadel Group" shall mean, for any period, Citadel and its then
                 -------
Subsidiaries.

          1.02  "Date of Disaffiliation" shall mean the day on which Fidelity
                 ----------------------                                      
ceases to be a member of the affiliated group of which Citadel is also a member.

          1.03  "Final Determination" shall mean with respect to any issue (1) a
                 -------------------                                            
decision, judgment, decree or other order by any court of competent
jurisdiction, which decision, judgment, decree or other order has become final
and not subject to further appeal, (2) a closing agreement entered into under
Section 7121 of the Code or any other binding settlement agreement (whether or
not with the Internal Revenue Service) entered into in connection with or in
contemplation of an administrative or judicial proceeding, or (3) the completion
of the highest level of administrative proceedings if a judicial contest is not
or is no longer available.

          1.04  "Fidelity Group" shall mean, for any period, Fidelity and its
                 --------
then Subsidiaries.

          1.05  "Indemnitor" shall have the meaning set forth in  Section 5.02.
                 ---------- 

          1.06  "Period After Disaffiliation" shall mean any taxable year or
                 ---------------------------                                
other taxable period beginning after the Date of Disaffiliation and, in the case
of any taxable year or other taxable period that begins before and ends after
the Date of Disaffiliation, that part of the taxable year or other taxable
period that begins after the close of the Date of Disaffiliation.

          1.07  "Period Before Disaffiliation" shall mean any taxable year or
                 ----------------------------                                
other taxable period that ends on or before the Date of Disaffiliation and, in
the case of any taxable year or other taxable period that begins before and ends
after the Date of Disaffiliation, that part of the taxable year or other taxable
period through the close of the Date of Disaffiliation.

                                       2

          1.08  "Subsidiary" shall mean a corporation, partnership, joint
                 ----------                                              
venture or other business entity if 50% or more of the outstanding equity or
voting power of such entity is owned directly or indirectly by the corporation
with respect to which such term is used.  In determining whether a Subsidiary is
a Subsidiary of Fidelity or Citadel for any period, Fidelity shall not be a
Subsidiary of Citadel and any Subsidiary of Fidelity shall be a Subsidiary of
Fidelity, not Citadel, for such period.  Notwithstanding the foregoing, Gateway
Investment Services, Inc. shall be a Subsidiary of Fidelity.

          1.09  "tax" or "taxes" whether used in the form of a noun or
                 ---      -----                                       
adjective, shall mean taxes on or measured by income, franchise, gross receipts,
sales, use, excise, payroll, personal property, real property, ad-valorem,
value-added, leasing, leasing use or other taxes, levies, imposts, duties,
charges or withholdings of any nature.  Whenever the term "tax" or "taxes" is
used (including, without limitation, regarding any duty to reimburse another
party for indemnified taxes or refunds or credits of taxes) it shall include
penalties, fines, additions to tax and interest thereon.

          1.10  "Tax Returns" shall mean all reports or returns required to be
                 -----------                                                  
filed or that may be filed for any period with any taxing authority (whether
domestic or foreign)  in connection with any tax or taxes (whether domestic or
foreign).

                                   Article II

              Tax Returns, Tax Payments and Tax Sharing Agreement
              ---------------------------------------------------

          2.01  Obligations to File Tax Returns.  Citadel shall timely file or
                -------------------------------                               
cause to be filed all Tax Returns with respect to the Fidelity Group (or any
member thereof) that (a) are required to be filed and are due before the Date of

                                       3

Disaffiliation or (b) are for the taxable year or period of the Citadel Group
that begins before and ends after the Date of Disaffiliation, are filed on a
consolidated, combined or unitary basis and include Fidelity or any of its
Subsidiaries and Citadel or any of its Subsidiaries (including Citadel
consolidated return for the period that includes the Date of Disaffiliation).
Upon the request of Citadel, employees of Fidelity shall assist Citadel in the
preparation of the foregoing Tax Returns.  Fidelity shall have the right
(subject to an obligation to act in good faith) to review and approve of such
Tax Returns prior to the filing thereof.  Fidelity shall timely file or cause to
be filed any other Tax Return with respect to the Fidelity Group (or any member
thereof).

          2.02  Obligation to Remit Taxes.  Citadel and Fidelity shall each
                -------------------------                                  
remit or cause to be remitted any taxes due in respect of any tax for which it
is required to file a return and shall be entitled to reimbursement for such
payments only to the extent provided in Section 2.03.

          2.03  Tax Sharing Obligations and Prior Agreements.   (a)  Except
                --------------------------------------------                  
to the extent previously paid by any member of the Fidelity Group to the Citadel
Group, Fidelity shall be liable for and shall hold the Citadel Group harmless
against (i) any tax liability of the Fidelity Group (or any member thereof) for
any Period After Disaffiliation, (ii) any tax liability of the Fidelity Group,
or any member thereof, (as determined in good faith by Fidelity and without
modification except for any subsequent refund or deficiency asserted by a taxing
authority) for any taxable year or period in respect of the Period Before
Disaffiliation for which no Tax Return has been filed as of the Date of
Disaffiliation, and (iii) any tax liability resulting from a Final Determination
with respect to an adjustment asserted by a taxing authority and attributable to
any member of the

                                       4

Fidelity Group for any Period Before Disaffiliation other than the periods
contemplated by clause (ii) above.  Except to the extent previously paid by any
member of the Citadel Group to the Fidelity Group, Fidelity shall be entitled to
any refund or credit of taxes of the Fidelity Group (or any member thereof).
Any liability for taxes under this Section 2.03(a) shall be measured by the
Citadel Group's actual liability for taxes for the taxable year with respect to
which the liability for taxes under this Section 2.03(a) has arisen, after
applying tax benefits otherwise available to the Citadel Group for such taxable
year.  Any right to a refund under this Section 2.03(a) shall be measured by the
actual refund or credit of the Citadel Group attributable to the adjustment.
Notwithstanding any provision of this Agreement to the contrary, any refund of
taxes resulting from the carryback of consolidated net operating losses from the
taxable years ending December 31, 1993 or December 31, 1994 shall be apportioned
between the Citadel Group and the Fidelity Group based upon their proportionate
contributions to such consolidated net operating losses.

          (b)  Citadel shall be liable for and shall hold the Fidelity Group
harmless against any liability attributable to any member of the Citadel Group
for taxes regardless of whether attributable to a Period Before Disaffiliation
or a Period After Disaffiliation, including any liability attributable to the
Disaffiliation and any liability asserted against any member of the Fidelity
Group under the provisions of Treasury Regulations Section 1.1502-6(a) that
impose several liability on members of an affiliated group of corporations that
files consolidated returns, or similar provisions of any foreign, state or local
law, in respect of taxes of any member of the Citadel Group.  Citadel shall be
entitled to any refund of taxes for any period that is attributable to the
Citadel Group.

                                       5

          (c)  Except as set forth in this Section 2.03 and in consideration of
the mutual indemnities and other obligations of this Agreement, any and all
prior tax sharing agreements or practices between any member of the Citadel
Group and any member of the Fidelity Group shall be terminated with respect to
the Fidelity Group as of the date hereof and no further payments shall be made
thereunder.  Nothing in this Agreement shall limit the payment by Fidelity to
Citadel of $631,000 in respect of Citadel's portion of the consolidated refund
of federal income taxes for the taxable year ended December 31, 1993.

          2.04  Period that Includes the Date of Disaffiliation.
                ----------------------------------------------- 

          (a) To the extent permitted by law or administrative practice, the
taxable year of the Fidelity Group (or any member thereof) shall be treated as
closing at the close of the Date of Disaffiliation.

          (b) If it is necessary for purposes of this Agreement to determine the
income tax liability of any member of the Fidelity Group for a taxable year that
begins on or before and ends after the Date of the Disaffiliation and is not
treated under Section 2.04(a) as closing at the close of the Date of
Disaffiliation, the determination shall be made by assuming that such member of
the Fidelity Group had a taxable year that ended at the close of the Date of the
Disaffiliation, except that exemptions, allowances or deductions that are
calculated on an annual basis shall be apportioned on a time basis.

                                  Article III

                              Net Operating Losses
                              --------------------

          3.01  Carrybacks.  Without the prior consent of Citadel, no member of
                ----------                                                     
the Fidelity Group shall carry back any

                                       6

net operating loss ("NOL") or other item from a Period After Disaffiliation to a
Period Before Disaffiliation.

          3.02  Preservation of Fidelity's Tax Attributes.  Citadel shall not
                -----------------------------------------                    
make any election or take any action that would have the effect of reducing the
economic value of the beneficial tax attributes otherwise attributable to the
Fidelity Group (or any member thereof) on the Date of Disaffiliation, including
the elections available under Section 382 of the Code or Treasury Regulations
Section 1.1502-20(g).

                                   Article IV
                                    Payments
                                    --------

          4.01  Tax Sharing Agreement.  Fidelity shall pay the final amount
                ---------------------                                      
owed, if any, under clause (ii) of Section 2.03(a) within 30 calendar days after
the filing of the relevant Tax Return.

          4.02  Other Payments.  Other payments due to a party under Section
                --------------                                              
2.03 shall be due not later than 20 calendar days after the receipt or crediting
of a refund or the receipt of notice of a Final Determination that the
indemnified party is liable for an indemnified cost.

          4.03  Notice.  Citadel and Fidelity shall give each other prompt
                ------                                                    
notice of any payment that may be due under this Agreement.

                                   Article V

                                   Tax Audits
                                   ----------

          5.01  General.  Except as provided in Section 5.02, each of Fidelity
                -------                                                       
and Citadel shall have sole responsibility for all audits or other proceedings
with respect to returns that it is required to file under Section 2.01.

                                       7

          5.02  Indemnified Claims.  Citadel or Fidelity shall promptly notify
                ------------------                                            
the other in writing of any examination or proposed adjustment to a return that
may result in liability of the other party (the "Indemnitor") under this
Agreement.  The Indemnitor shall have the sole right to conduct the examination
or contest the proposed adjustment and to employ counsel of its choice at its
expense; provided, however, that if the examination or proposed adjustment
involves a consolidated, combined or similar Tax Return for which the other
party is responsible and cannot be separated from the Tax Return under
applicable law, the Indemnitor shall not settle the examination or proposed
adjustment without the consent of the other party, which consent shall not be
unreasonably withheld.  The Indemnitor shall provide the other party with
information about the nature and amounts of the examination or proposed
adjustments and, in the sole discretion of the Indemnitor, may permit the other
party to participate in the audit or other proceeding.

                                   Article VI

                                  Cooperation
                                  -----------

          Citadel and Fidelity shall cooperate with each other in the filing of
any Tax Returns and the conduct of any audit or other proceeding and each shall
execute and deliver such powers of attorney and make available such other
documents as are necessary to carry out the intent of this Agreement.  Each
party agrees to notify the other party of any audit adjustments which do not
result in tax liability but can be reasonably expected to affect Tax Returns of
the other party, or any of its Subsidiaries, for a Period After Disaffiliation.

                                       8

                                 Article VII
 
                         Retention of Records; Access
                         ----------------------------

          The Citadel Group and each member of the Fidelity Group shall (a) in
accordance with their then current record retention policy, retain records,
documents, accounting data and other information (including computer data)
necessary for the preparation and filing of all returns in respect of taxes of
the Citadel Group or the Fidelity Group or for the audit of such returns; and
(b) give to the other reasonable access to such records, documents, accounting
data and other information (including computer data) and to its personnel
(insuring their cooperation) and premises, for the purpose of the review or
audit of such returns to the extent relevant to an obligation or liability of a
party under this Agreement.

                                  Article VIII

                                    Disputes
                                    --------

          If Citadel and Fidelity cannot agree on any calculation of any
liabilities under this Agreement, such calculation shall be made by any
independent public accounting firm acceptable to both Citadel and Fidelity.  The
decision of such firm shall be final and binding.  The fees and expenses
incurred in connection with such calculation shall be borne equally by Citadel
and Fidelity.

                                   Article IX

                           Termination of Liabilities
                           --------------------------

          Notwithstanding any other provision in this Agreement, any liabilities
determined under this Agreement shall not terminate any earlier than the
expiration of the applicable statute of limitation for such liability. All other
covenants under this Agreement shall survive indefinitely.

                                       9

                                   Article X

                            Miscellaneous Provisions
                            ------------------------

          10.01  Notices and Governing Law.  All notices required or permitted
                 -------------------------                                    
to be given pursuant to this Agreement shall be given, and the applicable law
governing the interpretation of this Agreement shall be determined, by the
applicable provisions of the Investors' Purchase Agreement.

          10.02  Binding Effect; No Assignment; Third Party Beneficiaries.  This
                 --------------------------------------------------------       
Agreement shall be binding on, and shall inure to the benefit of, the parties
and their respective successors and assigns.  Citadel and Fidelity hereby
guarantee the performance of all actions, agreements and obligations provided
for under this Agreement of each member of the Citadel Group and the Fidelity
Group, respectively.  Citadel and Fidelity shall, upon the written request of
the other, cause any of their respective Subsidiaries to execute this Agreement.
Citadel or Fidelity shall not assign any of its rights or delegate any of its
duties under this Agreement without the prior written consent of the other
party.  No person (including, without limitation, any employee of a party or any
stockholder of a party) shall be, or shall be deemed to be, a third party
beneficiary of this Agreement.

                                       10

          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                              Citadel Holding Corporation

                              By  /s/ RICHARD M. GREENWOOD
                                -----------------------------------------------
                                  Name:   Richard M. Greenwood
                                  Title:  President and Chief Executive Officer

                              Fidelity Federal Bank

                              By  /s/ GODFREY B. EVANS
                                ------------------------------------------------
                                  Name:  Godfrey B. Evans
                                  Title: Executive Vice President and Secretary

                                       11

                                                                   EXHIBIT 10.28

                                OPTION AGREEMENT
                                ----------------

     THIS OPTION AGREEMENT ("Agreement") is made as of the 4th day of August,
1994, by and between Fidelity Federal Bank, a Federal Savings Bank ("Optionor"),
and Citadel Holding Corporation, a Delaware corporation, and its successors and
assigns ("Optionee").

     A.  Optionor has agreed to dividend and otherwise convey to Optionee an
option to purchase (the "Option") certain real property and improvements located
thereon, commonly known as 14455-75 Ventura Boulevard, Sherman Oaks, California,
and more particularly described on Exhibit A-1 hereto (the "Sherman Oaks
Property"), and certain real property and improvements located thereon commonly
known as 600 North Brand Boulevard, Glendale, California, and more particularly
described on Exhibit A-2 hereto (the "Glendale Property") (the Sherman Oaks
Property and the Glendale Property being collectively referred to as the
"Properties"), pursuant to the terms and conditions of this Agreement.

     B.  Optionor desires to dividend and otherwise convey the Option to
Optionee, and Optionee desires to accept the conveyance of the Option, pursuant
to the following terms and conditions.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

     1.  Definitions.  The following definitions are hereby incorporated in this
         -----------                                                            
Agreement:
     "Affidavit of Non-Foreign Status" means a certification from Optionor to
      -------------------------------                                        
Optionee in the form of Exhibit C attached hereto.

     "Assignment of Leases" means a good and sufficient assignment of the Leases
      --------------------                                                      
for each Property executed by Optionor in favor of Optionee, in the forms of
Exhibit D-1 and Exhibit D-2 attached hereto.

     "Bill of Sale" means a good and sufficient bill of sale for each Property
      ------------                                                            
to transfer the Personal Property, executed by Optionor in favor of Optionee, in
the forms of Exhibit E-1 and Exhibit E-2 attached hereto.

     "Closing" means the delivery of the Deeds to the Properties.
      -------                                                    
     "Closing Date" means the date on which the Closing occurs.
      ------------                                             

     "Deed" means a good and sufficient Grant Deed in recordable form , with
      ----                                                                  
respect to the Sherman Oaks Property and/or the Glendale Property, as the case
may be, executed and acknowledged by Optionor in favor of Optionee, in the forms
of Exhibit B-1 and Exhibit B-2 hereto, respectively.

     "Glendale Lease" means the lease by and between Assignee, as landlord, and
      --------------                                                           
Assignor, as tenant, to be executed by Optionor and Optionee and delivered at
the Closing, substantially in the form of Exhibit I hereto, provided that if the
date of the exercise of the Option (which shall be the date of the giving of the
notice of exercise pursuant to Section 2 below), shall be later than February 4,
1995, then the rent set forth 

in the Glendale Lease attached hereto shall be adjusted to the rates prevailing
for similar buildings in Glendale at the time of the exercise of the Option. In
the event that Optionor and Optionee cannot agree upon such adjusted rental rate
within 30 days after the date of the exercise of the Option as to the Glendale
Property, then the matter shall be submitted for arbitration in accordance with
Section 19 below.

     "Improvements" means all buildings, structures, parking lots, landscaping,
      ------------                                                             
walks and walkways and all fixtures and equipment (including without limitation
all plumbing, electrical, heating, air conditioning and ventilating lines and
systems and boilers) located at, on or affixed to the Property to the full
extent such items constitute or are or can or may be construed as realty under
the laws of the State of California, excepting therefrom only such improvements
as may be the property of Tenants.

     "Leases" means any agreements, written or oral, pursuant to which any
      ------                                                              
person or entity or any group, association or combination thereof occupies or
uses, or has any rights to occupy or use, all or a portion of either of the
Properties.

     "Memorandum of Option" means a memorandum of the option contained in the
      ---------------------                                                  
Agreement, in the form of Exhibit J-1 and Exhibit J-2 hereto, respectively, duly
executed and acknowledged by Optionor and Optionee, to be recorded in the
Official Records of Los Angeles County, California, upon the execution and
delivery of this Agreement.

     "Permitted Exceptions" means those certain matters constituting exceptions
      --------------------                                                     
to title to, and/or encumbrances against, the Properties, which matters  exist
of record as of the date hereof, and the Sherman Oaks Lease or the Glendale
Lease, as the case may be, together with any subsequent matters approved in
writing by Optionee.

     "Personal Property" means all tools, equipment, supplies, inventory, air
      -----------------                                                      
conditioners, fixtures and equipment not deemed or constituting realty, as well
as all furniture, furnishings and all other items of tangible personal property
used at, on or in connection with the operation of the Properties, including
without limitation all items enumerated in Exhibit F attached hereto, excepting
therefrom such items as may be the property of Tenants.

     "Property" means the land and the Improvements thereon, described in
      --------                                                           
Recital A.

     "Purchase Money Financing" means the financing described in Section 11
      ------------------------                                             
below.

     "Purchase Price" shall have the meaning specified in Section 3 below, to be
      --------------                                                            
paid by Optionee to Optionor at the Closing of the acquisition by Optionee of
either or both of the Properties, as the case may be.

     "Service Contracts" means those agreements and arrangements, enumerated in
      -----------------                                                        
Exhibit G hereto, pursuant to which goods, services, supplies or any other items
or maintenance are furnished or to be furnished to the Properties.

     "Sherman Oaks Lease" means the lease by and between Assignee, as landlord,
      ------------------                                                       
and Assignor, as tenant, to be executed and delivered at the Closing,
substantially in the form of Exhibit H hereto, provided that if the date of the
exercise of the Option (which shall be the date of the giving of the notice of
exercise pursuant to Section 2 below), shall be later than February 4, 1995,
then the rent set forth in the 

                                       2

Sherman Oaks Lease attached hereto shall be adjusted to. the rates prevailing
for similar buildings in Sherman Oaks at the time of the exercise of the Option.
In the event that Optionor and Optionee cannot agree upon the adjusted rental
rate within 30 days after the date of exercise of the Option as to the Sherman
Oaks Property, then the matter shall be submitted for arbitration pursuant to
Section 19 below.

     "Tenant" means the holder of any right to occupy or use all or part of the
      ------                                                                   
Property pursuant to a Lease.

     "Term" means the period of time described in Section 2 below.
      ----                                                        

     "Title Company" means Chicago Title Insurance Company, or such other title
      --------------                                                           
insurance company as shall be mutually acceptable to Optionor and Optionee.

     "Title Report" means in the case of each Property, a current preliminary
      ------------                                                           
title report issued by the Title Company to Optionee, which preliminary title
report must disclose Optionor's interest in the relevant Property, copies of
which are attached hereto as Exhibits K-1 and K-2, respectively.

     2.  Grant of Option.  Subject to and in accordance with all the terms and
         ---------------                                                      
conditions set forth in this Agreement, Optionor does hereby dividend, grant and
otherwise convey unto Optionee, its successors and assigns, an exclusive option
to purchase all of Optionor's right, title and interest in and to the
Properties, and Optionee does hereby agree to accept such dividend, grant and
conveyance from Optionor.  The term of the option granted herein (the "Term")
shall be for a period of time commencing on the date of this Agreement and
continuing until August 3, 1995, unless the Properties are both acquired under
the terms of this Agreement prior thereto or this Agreement is sooner terminated
in writing by Optionee.  The Option is granted in consideration of the sum of
$100 (the "Option Consideration") paid from Optionee to Optionor and by way of a
dividend from Optionor to Optionee, its sole stockholder.  Optionor acknowledges
receipt of the Option Consideration, and acknowledges its sufficiency.  Optionee
shall exercise the Option, if at all, by delivery to Optionor of a written
notice that Optionee is exercising the Option, as to one or both of the
Properties, which notice or notices shall be delivered to Optionor prior to the
expiration of the Term of the Option granted herein.  Optionee shall be entitled
to give the notice to exercise the Option with respect to one Property, and
shall thereafter still be entitled to give a second notice to exercise the
Option with respect to the remaining Property.  In all cases, if Optionee fails
to deliver the notices required to exercise the Option in the manner described
above with respect to one or both of the Properties, then the Option and the
rights of Optionee with respect to any Property remaining shall terminate upon
expiration of the Term.  Optionee shall also give written notice of its
intention to exercise the Option, as to one or both of the Properties, to the
Office of Thrift Supervision ("OTS") which notice shall be delivered to the OTS
(i) if the Option is to be exercised on or prior to February 4, 1995, at least
fifteen days prior to the date the Option is to be exercised or (ii) if the
Option is to be exercised after February 4, 1995, at least thirty days prior to
the date the Option is to be exercised.  Optionee agrees that it will execute
and acknowledge one or more quitclaim deeds, upon the end of the Term, in the
event that Optionee does not timely exercise its Option hereunder with respect
to either or both of the Properties, in order to remove or release of record the
encumbrance created by the recordation of the Memorandum of Option to be
recorded by Optionee upon execution of this Agreement.  The parties hereto shall
execute, acknowledge and record the Memorandum of Option upon the execution and
delivery of this Agreement.

     3.  Purchase Price; Payment Thereof.  In the event of the exercise by
         -------------------------------                                  
Optionee of the Option set forth herein for either Property, Optionor agrees to
sell such Property to Optionee on the terms and conditions set forth in this
Agreement.  The Purchase Price for the Glendale Property shall be $7,118,000 and
the Purchase Price for the Sherman Oaks Property shall be $2,262,000, in each
case subject to prorations and adjustments described in Section 8 below.  The
Purchase Price and Optionee's Closing 

                                       3

Expenses (as set forth in Section 9 below), shall be paid by wire transfer or
other mutually acceptable transfer of immediately available funds.

     4.  Conveyance of Title.  Title to the Properties shall be conveyed by
         -------------------                                               
Optionor to Optionee by means of the Deeds, subject only to the liens of (i)
general and special real property taxes and assessments not delinquent, (ii) the
Permitted Exceptions and (iii) any other matters consented to in writing by
Optionee during the Term.

     5.  Closing Date.  The Closing Date for each Property shall be such date as
         ------------                                                           
may be agreed upon by Optionor and Optionee, provided that the Closing Date
shall be within sixty (60) days following the notice of exercise by the Optionee
as to such Property, or as soon thereafter as reasonably possible.

     6.  Closing Deliveries.  At the Closing for each Property, the following
         ------------------                                                  
actions shall be taken and deliveries made, which deliveries shall be made
through an escrow at the Title Company in the event that Optionee utilizes the
Purchase Money Financing described in Section 11 below:

     (a) The Deed(s) shall be delivered to Optionee for recording.

     (b) The Assignment(s) of Leases shall be delivered to Optionee, for
recording at the option of Optionee.

     (c) The Bill(s) of Sale shall be delivered to Optionee.

     (d) An assignment, duly executed by Optionor, of any and all Service
Contracts which Optionee may agree to assume with respect to the Properties
shall be executed by both parties and delivered to Optionee and Optionor.

     (e) The Assignment(s) of General Intangibles, Licenses and Permits shall be
executed by both parties and delivered to Optionee and Optionor.

     (f) The Sherman Oaks Lease and/or the Glendale Lease, as the case may be,
depending on whether one or both Properties is being acquired, shall be executed
and delivered by Optionor and Optionee.

     (g) A letter from Optionor to Tenants at the Property being acquired,
giving notice of the sale and specifying the address to which rent payments
should be sent shall be delivered to Optionee.  Optionee shall execute such
letters (or separate letters) to evidence its responsibility for obligations
under the Leases for matters which are to be performed after Closing as required
hereunder and for the return of all security deposits transferred or credited to
Optionee at Closing.

     (h) An Affidavit of Non-Foreign Status shall be delivered to Optionee.

     (i) Originals of all materials relating to the Property being acquired
which are in the possession of or under the control of Optionor, including
without limitation, the Leases, shall be delivered to Optionee.

     (j) The Purchase Price for the Property being acquired shall be paid to
Optionor.

                                       4

     7.  Conditions to Closing; Termination of Agreement.  The acquisition of
         -----------------------------------------------                     
the Properties hereunder is subject to the execution and delivery of the
Glendale Lease and/or the Sherman Oaks Lease, as the case may be, depending on
the Property to be acquired.  In the event that the Option is exercised
subsequent to February 4, 1995, then the execution and delivery of the Glendale
Lease and the Sherman Oaks Lease is, in each case, conditioned upon the
submission of the Lease in question to the OTS, and the Closing on such Property
is subject to the OTS approving such Lease or confirming that it will not object
to such Lease.  Optionor agrees to endeavor in good faith to promptly obtain
such approval or consent.  The parties understand and acknowledge that the
purpose of this review by the OTS is to determine that the rents provided in
such Leases continue to be market rents.  In the event that the OTS fails to
grant such approval or confirmation, Optionor and Optionee will endeavor in good
faith to negotiate revisions to such Lease(s) as shall be acceptable to the OTS.

     8.  Prorations and Adjustments.  The following items are to be apportioned
         --------------------------                                            
between Optionee and Optionor as of 11:59 p.m. of the day next preceding the
Closing Date (it being understood and agreed that Optionor shall submit to
Optionee a draft schedule of prorations not less than two (2) business days
prior to the scheduled Closing Date, together with satisfactory documentary
supporting evidence for all such prorations):

     (a) Rents and charges of Tenants for the month in which the Closing occurs
to the extent actually collected by Optionor.  Any commissions due in connection
with any Leases shall be pro-rated between Optionee and Optionor as of the
Closing Date based upon the relative portion of the term of the Leases falling
within Optionor's and Optionee's respective ownership periods.  Nothing herein
contained shall prohibit or restrict the right of Optionor to collect any unpaid
amounts due as of the Closing Date from Tenants that have abandoned the premises
or vacated, whether by lawsuit or by arbitration, provided that should Optionor
desire to initiate such legal proceedings, Optionor shall give Optionee written
notice of such intent and allow Optionee to join in such proceedings. In the
event that Optionee does not respond within twenty (20) days of Optionor's
written notice regarding such proceedings, or Optionee otherwise declines to
join in such proceedings, Optionor shall be entitled to proceed without the
participation of Optionee.  All prepaid rents and charges for the period
following the Closing and all security or other deposits of Tenants held by
Optionor shall be paid over by Optionor to Optionee.  Optionor agrees to and
does hereby indemnify, defend and hold Optionee harmless against any liability
or expense incurred by Optionee by reason of any Tenant's security deposit (and
interest thereon, if required by law) collected by Optionor and not paid (or
credited) to Optionee at the Closing.  Optionee agrees to and does hereby
indemnify, defend and hold Optionor harmless against any liability or expense
incurred by Optionor by reason of any Tenant's security deposit (and interest
thereon, if required by law) which was transferred to Optionee at the Closing or
collected by Optionee after the Closing.  These provisions shall survive the
Closing.

     (b) Real property taxes and assessments for the tax year in which the
Closing occurs.  In the event a final tax bill is not available for such year at
the Closing, the required proration shall be made on the basis of the most
recent available final tax bill and a further proration shall be made between
the parties when the final tax bill for the tax year in which the Closing occurs
becomes available.  This provision shall survive the Closing.

     (c) Utility charges and deposits, including water, sewer, electricity and
gas, and maintenance charges, if any, for sewers.  In conjunction with such
prorations, Optionor will assign to Optionee all utility deposits (subject to
reimbursement therefor

                                       5

through escrow), and notify, or cause to be notified, all utilities servicing
the Property of the change in ownership and direct that all future billings be
made to Optionee at the address of the Property with no interruption of service.
Optionor shall use its best efforts to procure final meter readings for all
utilities as of the Closing Date and to have such bills rendered directly to
Optionor. If Tenants are responsible for and receive all such statements, no
such notifications shall be required.

     (d) Fees and charges under such of the Service Contracts as are being
assigned to and assumed by Optionee at the Closing, on the basis of the periods
to which such Service Contracts relate.

     (e) Notwithstanding the foregoing, Optionor and Optionee acknowledge and
agree that the prorations shall be impacted, in some cases, by the terms of the
Glendale Lease and the Sherman Oaks Lease, and these provisions are deemed
modified to the extent necessary to reflect the allocation of the
responsibilities of Optionor and Optionee for the fees and charges described
above, under those Leases.

     9.  Closing Expenses.  The expenses of Closing shall be paid as follows:
         ----------------                                                    
     (a) Optionee shall pay (i) the fees and expenses of the legal and other
advisors and consultants of Optionee, (ii) the cost of recording the Memorandum
of Option and Deed with respect to each Property, and any other recording fees
to record documents relating to the financing of Optionee's acquisition of the
Properties, whether provided by Optionor or a third party, (iii) the cost of any
title insurance and any endorsements desired by Optionee, (iv) the cost of title
insurance policies insuring Optionor as to the validity and first lien priority
of the deeds of trust, in the event that Optionee utilizes the Purchase Money
Financing described in Section 11 below, (v) the costs of any escrow, and (vi)
the cost of any documentary or other transfer taxes (collectively "Optionee's
Closing Expenses").

     (b) Optionor shall pay (i) all costs, expenses and charges for the Title
Reports, (ii) any sales taxes respecting the Personal Property, and (iii) the
fees and expenses of the legal and other advisors of Optionor (collectively
"Optionor's Closing Expenses").

     10.  Required Withholding.  Unless Optionor shall fail to deliver a duly
          --------------------                                               
executed certificate of exemption, which shall be deemed satisfaction to
Optionee and escrow that an exemption applies, or unless Optionor shall
otherwise demonstrate to the satisfaction of Optionee that an exemption is
available, Optionor or escrow, as the case may be, shall deduct from amounts due
to Optionor any amounts required to be withheld pursuant to California Revenue
and Taxation Code Sections 18805 and/or 26131 and shall report and remit any
such amounts so withheld to the California Franchise Tax Board with such forms
and at such times as shall be required by the California Franchise Tax Board or
applicable statute or regulation.

     11.  Purchase Money Financing.  Optionor agrees to make available to
          ------------------------                                       
Optionee, on the terms and conditions set forth herein, purchase money financing
to acquire the Properties, to be secured by first priority deeds of trust on the
Properties (the "Purchase Money Financing").  The Purchase Money Financing shall
be in an amount that shall not exceed 75% of the Purchase Price of the Property.
The Purchase Money Financing shall be made available on market terms for similar
loans made by Optionor (or if Optionor is not making similar loans, then for
similar institutional lenders), based on security similar to the Properties, and
shall be subject to the customary underwriting 

                                       6

procedures and requirements of Optionor. In addition, the terms of the Purchase
Money Financing shall be subject to compliance with applicable law and (if
applicable because Optionor and Optionee are then affiliated), Optionor's
Transaction with Affiliates and Conflicts of Interest Policy. The loan documents
shall be on Optionor's customary form documents. The loan documents shall
provide for separate loans secured by the Glendale Property, on the one hand,
and the Sherman Oaks Property, on the other hand, in the event that both
Properties are acquired and financed hereunder. No cross-collateralization or
cross-defaulting of such loans shall be required.

     12.  Damage or Destruction.  In the event of any damage to or destruction
          ---------------------                                               
of the Property or any portion thereof after exercise by Optionee of the Option
and the Closing Date for any Property (notice of which shall be given to
Optionee by Optionor promptly upon its occurrence), for which Optionor receives
sufficient insurance proceeds by which the damage or destruction can be
reasonably repaired or replaced by Optionor prior to the Closing Date, Optionor
agrees to do so and in a manner (a) consistent with Optionor's business plans
and operations, and (b) reasonably satisfactory to Optionee.  If such damage or
destruction is not fully insured or if such repair or replacement cannot
reasonably be completed prior to the Closing Date, Optionee may, at its option,
by written notice to Optionor given within thirty (30) days after Optionee is
notified of such damage or destruction, (a) unilaterally terminate this
Agreement, or (b) elect to continue this Agreement and purchase the Property,
without any reduction of the Purchase Price, but with an assignment to Optionee
of all insurance proceeds otherwise payable to Optionor.

     13.  Eminent Domain.  In the event of any threatened, contemplated,
          --------------                                                
commenced or consummated proceedings in eminent domain after exercise of the
Option and the Closing Date for any Property (notice of which shall be given to
Optionee by Optionor promptly) respecting the Property, Optionee may, at its
option, by written notice to Optionor given within thirty (30) days after
Optionee is notified of such actual or possible proceedings, (a) unilaterally
terminate this Agreement, or (b) elect to continue this Agreement, in which
event Optionor shall, at the Closing, assign to Optionee its entire right, title
and interest in and to any condemnation award.  Optionee shall have the sole
right during the Contract Period to negotiate and otherwise deal with the
condemning authority in respect of such matter.

     14.  Headings.  The headings used in this Agreement are for purposes of
          --------                                                          
convenience only and shall not be used in construing the provisions hereof.

     15.  Covenant Of Further Assurances.  The parties hereto agree to execute
          ------------------------------                                      
such other documents and perform such other acts as may be reasonably necessary
or desirable to carry out the purposes of this Agreement.

     16.  Governing Law.  This Agreement shall be governed by and construed in
          -------------                                                       
accordance with the laws of the State of California.

     17.  Severability.  The provisions of this Agreement shall be deemed
          ------------                                                   
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity or enforceability of the other
provisions hereof.

     18.  Assignability.  This Agreement may be assigned by Optionee without the
          -------------                                                         
prior written consent of Optionor.  This Agreement shall be binding on the
successors and assigns of the parties hereto.

                                       7

     19.  Arbitration.  In the event that Optionor and Optionee are unable to
          -----------                                                        
resolve any dispute regarding the adjustment of the rental rates under the
Glendale Lease and/or the Sherman Oaks Lease within the time allotted hereunder,
then either party shall be entitled to submit the matter for determination to
the American Arbitration Association in Los Angeles County.  Such arbitration
shall be conducted in accordance with the then existing rules of such
Association, and the decision of the arbitrator shall be binding,
notwithstanding the failure of either of the parties to appear in such
proceeding after having received due and proper notice of the proceeding.  The
cost of any said arbitration shall be borne equally by Optionor and Optionee.

     20.  Conduct during Term.  During the Term, Optionor covenants and agrees
          -------------------                                                 
with Optionee that Optionor will not modify any existing Lease, or enter into
any new Lease, without the prior written consent of Optionee, which Optionee
agrees it will not unreasonably withhold or delay.  In addition, Optionor
covenants and agrees with Optionee that Optionor shall not voluntarily enter
into or create any encumbrances or other new matters of record after the date
hereof affecting the Properties (other than the recordation of the Memoranda of
Option contemplated hereby), that would not be able to be removed by Optionor of
record at the time of the Closing and which Optionor covenants that Optionor
would so remove, unless Optionee has consented in writing to such encumbrance or
other new matter of record.

     21.  Notices.
          ------- 

     Any notices or other communications permitted or required hereunder shall
be in writing and shall be personally delivered, sent by overnight delivery
service, or mailed by certified mail, postage prepaid, and return receipt
requested or transmitted by telex, telegraph or facsimile (tested by telephonic
confirmation of receipt) to the following addresses, or such other address as
may hereafter be furnished in writing in the same manner:
 
          (i)  in the case of the Optionor,

                    Fidelity Federal Bank, F.S.B.
                    4565 Colorado Boulevard
                    Los Angeles, California 90039
                    Attention: Mr. Mel Solway
                               Senior Vice President,

                    Facsimile: (818) 549-3563

                    with a copy to:
 
                    Fidelity Federal Bank, F.S.B.
                    Legal Department
                    600 N. Brand Boulevard
                    Glendale, California  91209
                    Attention: Clarissa Weirick, Esq.

                    Facsimile: (818) 549-3773

                                       8

          (ii) in the case of the Optionee,

                    Citadel Holding Corporation
                    600 North Brand Boulevard
                    Glendale, California  91209
                    Attention: Mr. Steve Wesson

                    Facsimile: (818) 551-7456

                    with a copy to:

                    Pacific Theatres
                    120 North Robertson Boulevard
                    Los Angeles, California 90048
                    Attention: Ira Levin, Esq.

                    Facsimile: (310) 652-6490

Notices shall be effective on receipt.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                       OPTIONOR:
                                       -------- 
        
                                       FIDELITY FEDERAL BANK
                                       a Federal Savings Bank

                                       By:     /s/ GODFREY B. EVANS
                                              ----------------------------
                                       Name:   Godfrey B. Evans
                                              ----------------------------
                                       Title:  Executive Vice President 
                                              ----------------------------
                                               and Secretary
                                              ----------------------------

                                       OPTIONEE:
                                       -------- 

                                       CITADEL HOLDING CORPORATION.
                                       a Delaware corporation

                                       By:     /s/ RICHARD M. GREENWOOD
                                              ----------------------------
                                       Name:   Richard M. Greenwood
                                              ----------------------------
                                       Title:  President and Chief 
                                              ----------------------------
                                               Executive Officer
                                              ----------------------------

                                       9

                                List of Exhibits
                                ----------------

A-1.      Legal Description of Sherman Oaks Property

A-2.      Legal Description of Glendale Property

B-1.      Grant Deed of Sherman Oaks Property

B-2.      Grant Deed of Glendale Property

C.        Affidavit of Non-Foreign Status

D-1.      Assignment of Leases for Sherman Oaks Property

D-2.      Assignment of Leases for Glendale Property

E-1.      Bill of Sale for Sherman Oaks Property

E-2.      Bill of Sale for Glendale Property

F.        Inventory of Personal Property

G.        List of Service Contracts

H.        Sherman Oaks Lease

I.        Glendale Lease

J-1       Memorandum of Option for Sherman Oaks Property

J-2       Memorandum of Option for Glendale Property

K-1       Title Report for Sherman Oaks Property

K-2       Title Report for Glendale Property

 
                                 EXHIBIT "A-1"

                               LEGAL DESCRIPTION

                             SHERMAN OAKS PROPERTY

That certain real property described as follows:

Parcel A, of Parcel Map L.A. No. 3971, in the City of Los Angeles, County of Los
Angeles, State of California, as per map recorded in Book 97 page 87 of Parcel 
Maps, in the office of the County Recorder of said County.

 
                                 EXHIBIT "A-2"

                               LEGAL DESCRIPTION

                               GLENDALE PROPERTY

That certain real property described as follows:

Lots 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12 of McNutt Tract, in the City of 
Glendale, County of Los Angeles, State of California, as per map recorded in 
book 11 page 160 of Maps, in the office of the county recorder of said county;

Lots 10, 11 and 14 of Mardale Tract, in the City of Glendale, as per map 
recorded in book 16 page 20 of Maps, in the office of the County Recorder of 
said county.

That portion of Lot 7 of Mardale Tract, in the City of Glendale, in the Rancho 
San Rafael, as shown on map recorded in Book 16, page 20 of Maps, in the office 
of the County Recorder of said county, bounded Northerly by the following 
described line:

Beginning at the Southwesterly corner of said Lot; thence from a tangent bearing
North 19 degrees 06' 19" East, Northeasterly along a curve concave Southeasterly
and having a radius of 15.00 feet, through an angle of 70 degrees 10' 13" an arc
distance of 18.37 feet; thence parallel with the Southerly line of said Lot 7
North 89 degrees 16' 32" East, 257.58 feet to a tangent curve, concave
Southwesterly and having a radius of 15.00 feet; thence Southeasterly along last
said curve to the Southeasterly corner of Lot 8 of said Tract.

 
                                  EXHIBIT B-1

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071-3197
Attn: Lesley S. Wolf

MAIL TAX STATEMENTS TO:

Citadel Realty, Inc.

- - ---------------------------------

- - ---------------------------------

- - ---------------------------------
Attn:
     ----------------------------

________________________________________________________________________________
                  (Space Above This Line For Use by Recorder)

                                  GRANT DEED
                                  ----------

     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which 
is hereby acknowledged, FIDELITY FEDERAL BANK, a Federal Savings Bank 
("Grantor"), having its principal address at 600 North Brand Boulevard, 
Glendale, California, hereby grants to CITADEL REALTY, INC., a corporation 
organized under the laws of the State of Delaware ("Grantee"), the real property
and improvements located in the unincorporated portion of Los Angeles County 
known as Sherman Oaks, State of California, more particularly described in 
Exhibit A attached hereto (the "Real Property").
- - ---------
     Such grant is subject to: taxes, both general and special, not yet 
delinquent; covenants, conditions and restrictions, rights of way, easements, 
and other matters of public record; and any leases and other matters, whether or
not of record, existing as of the date hereof, that Grantee has separately 
agreed in writing to take title to the Real Property subject to.

     The documentary transfer tax is $          .
                                      ----------
     Assessor Parcel Number:                    .
                            --------------------

 
           IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of
___________, 199_.

                                       "Grantor"

                                       FIDELITY FEDERAL BANK,
                                       a Federal Savings Bank

                                       By:  ___________________________
                                       Its: ___________________________

                                       By:  ___________________________
                                       Its: ___________________________

                                       2

STATE OF CALIFORNIA   )

                      ) SS:

COUNTY OF LOS ANGELES )

On ______________, before me, a Notary Public in and for said State, personally 
appeared __________________________ and ________________________, personally 
known to me (or proved to me on the basis of satisfactory evidence) to be the 
person(s) whose name(s) is/are subscribed to the within instrument and 
acknowledged to me that he/she/they executed the same in his/her/their 
authorized capacity(ies), and that by his/her/their signature(s) on the 
instrument the person(s), or the entity upon behalf of which the person(s) 
acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________  (Seal)

                                       3

                                   Exhibit A

                         Legal Description Of Property

                                       4

                                  EXHIBIT B-2

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071-3197
Attn: Lesley S. Wolf

MAIL TAX STATEMENTS TO:

Citadel Realty, Inc.

- - ---------------------------------

- - ---------------------------------

- - ---------------------------------
Attn:
     ----------------------------

________________________________________________________________________________
                  (Space Above This Line For Use by Recorder)

                                  GRANT DEED
                                  ----------

     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
is hereby acknowledged, FIDELITY FEDERAL BANK, a Federal Savings Bank
("Grantor"), having its principal address at 600 North Brand Boulevard,
Glendale, California, hereby grants to CITADEL REALTY, INC., a corporation
organized under the laws of the State of Delaware ("Grantee"), the real property
and improvements located in the City of Glendale, County of Los Angeles, State
of California, more particularly described in Exhibit A attached hereto (the
                                              ---------
"Real Property").

     Such grant is subject to: taxes, both general and special, not yet 
delinquent; covenants, conditions and restrictions, rights of way, easements, 
and other matters of public record; and any leases and other matters, whether or
not of record, existing as of the date hereof, that Grantee has separately 
agreed in writing to take title to the Real Property subject to.

     The documentary transfer tax is $          .
                                      ----------
     Assessor Parcel Number:                    .
                            --------------------

 
           IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of
___________, 199_.

                                       "Grantor"

                                       FIDELITY FEDERAL BANK,
                                       a Federal Savings Bank

                                       By:  ___________________________
                                       Its: ___________________________

                                       By:  ___________________________
                                       Its: ___________________________

                                       2

STATE OF CALIFORNIA   )

                      ) SS:

COUNTY OF LOS ANGELES )

On ______________, before me, a Notary Public in and for said State, personally 
appeared __________________________ and ________________________, personally 
known to me (or proved to me on the basis of satisfactory evidence) to be the 
person(s) whose name(s) is/are subscribed to the within instrument and 
acknowledged to me that he/she/they executed the same in his/her/their 
authorized capacity(ies), and that by his/her/their signature(s) on the 
instrument the person(s), or the entity upon behalf of which the person(s) 
acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________  (Seal)

                                       3

                                   Exhibit A

                         Legal Description Of Property

                                       4

                                   EXHIBIT C

                         FIRPTA AND CALIFORNIA REVENUE
                          AND TAXATION CODE AFFIDAVIT

   Section 1445 of the Internal Revenue Code of 1986, as amended (and the Income
Tax Regulations promulgated thereunder) and California Revenue and Taxation Code
Section 26131 provide that a transferee (buyer) of a United States real property
interest must withhold tax if the transfer (seller) is a foreign person. To 
inform the transferee that withholding of tax is not required upon the 
disposition of a United States real property interest by Fidelity Federal Bank, 
a Federal Savings Bank ("Seller"), the undersigned hereby certifies the 
following on behalf of Seller:

   1. Seller is not a foreign corporation, foreign partnership, foreign trust,
or foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);

   2. Seller has a permanent place of business in California within the meaning
of Section 26131(e)(1) of the California Revenue and Taxation Code.

   3. Seller's United States employer identification number is __________; and

   4. Seller's address is 600 N. Brand Boulevard, Glendale, California 91209.

   Seller understands that this certification may be disclosed to the Internal 
Revenue Service by transferee and that any false statement contained herein 
could be punished by fine, imprisonment or both.

   Under the penalties of perjury, I declare that I have examined this 
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on 
behalf of Seller.

   Executed this ______ day of _________, 199__.

                                               SELLER:

                                               FIDELITY FEDERAL BANK,
                                               a Federal Savings Bank

                                               By:______________________________
                                               Its:_____________________________

 
                                  EXHIBIT D-1

                             ASSIGNMENT OF LEASES
                             --------------------

     THIS ASSIGNMENT OF LEASES ("Assignment") is made as of the ___ day of 
________, 199_, by and between Fidelity Federal Bank, a Federal Savings Bank 
("Assignor") and Citadel Realty, Inc., a Delaware corporation ("Assignee").

     A.  Contemporaneously with the execution and delivery of this Assignment, 
Assignor has conveyed to Assignee certain real property and improvements located
thereon, commonly known as 14455-75 Ventura Boulevard, Sherman Oaks, California,
and more particularly described on Exhibit 1 hereto (the "Property").

     B.  It is a condition to the consummation of the transactions contemplated 
that Assignor and Assignee enter into this Assignment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto, intending to 
be legally bound hereby, agree as follows:

     1.  Recitals.  The foregoing recitals are hereby incorporated herein by
         ---------
reference as if fully set forth at this point in the text of this Assignment.

     2.  Transfer and Assignment.  Assignor does hereby sell, assign, convey, 
         ------------------------
transfer, grant, set over and deliver to Assignee all of Assignor's right, title
and interest in and to those certain leases more particularly described in 
Exhibit A attached hereto under the heading "Leases and Deposits" (the 
"Leases"), along with all security deposits in the possession of Seller with 
respect to the Leases and more particularly described in Exhibit A attached 
hereto under the heading "Leases and Deposits" (the "Deposits"), all covering 
portions of the Property.

     3.  Assumption.  Assignee hereby accepts such assignment and assumes and 
         -----------
agrees to perform all the terms, covenants and conditions of the Leases required
to be performed by the landlord thereunder, from and after the date hereof but 
not prior thereto, including, without limitation, the obligation to repay in 
accordance with the terms of the Leases to the tenants thereunder any and all 
Deposits, provided, however, that Assignee shall have no greater personal 
liability under the Leases than Assignor had prior to this Assignment. Assignee 
hereby acknowledges receipt of such Deposits.

     4.  Indemnification.  Assignee hereby indemnifies and holds Assignor 
         ----------------
harmless from and against any and all loss, cost, damages, expense (including 
reasonable attorneys' fees), liability, claims or causes of action existing in 
favor of or asserted by any tenant under the Leases arising out of or relating 
to Assignee's failure to perform any of its obligations as landlord under the 
Leases after the date hereof. Assignor hereby indemnifies and holds Assignee 
harmless from and against any and all loss, cost, damages, expense (including 
reasonable attorneys' fees), liability, claims or causes of action incurred by 
Assignee as a result of claims brought against Assignee, as Assignor's successor
in interest under the Leases, arising from a breach or alleged breach by 
Assignor of the Leases and the obligations of the Assignor thereunder occurring 
prior to the date hereof while Assignor had title to the Property. The two (2) 
preceding sentences shall survive the closing of the transaction contemplated 
hereby.

     5.  Counterparts; Heading.  This Agreement may be executed in two or more 
         ----------------------
counterparts, each of which shall be deemed an original, but all of which shall 
constitute one and the same instrument. The headings used in this Assignment are
for purposes of convenience only and shall not be used in construing the 
provisions hereof.

     6.  Covenant Of Further Assurances.  The parties hereto agree to execute 
         -------------------------------
such other documents and perform such other acts as may be reasonably necessary 
or desirable to carry out the purposes of this Assignment.

     7.  Governing Law.  This Assignment shall be governed by and construed in 
         --------------
accordance with the laws of the State of California.

     IN WITNESS WHEREOF, Assignee and Assignor have executed this Assignment of 
Leases as of the date written above.

                                       ASSIGNOR:

                                       FIDELITY FEDERAL BANK,
                                       a Federal Savings Bank

                                       By:_________________________________
                                       Its:________________________________

                                       ASSIGNEE:

                                       CITADEL REALTY, INC.
                                       a Delaware corporation

                                       By:_________________________________
                                       Its:________________________________

                                       By:_________________________________
                                       Its:________________________________

                                       2

                                   Exhibit A
                                   ---------

Leases and Deposits
- - -------------------

                                       3

                                   Exhibit 1
                                   ---------

                               Legal Description

                                       4

                                  EXHIBIT D-2

                             ASSIGNMENT OF LEASES
                             --------------------

     THIS ASSIGNMENT OF LEASES ("Assignment") is made as of the ___ day of 
________, 199_, by and between Fidelity Federal Bank, a Federal Savings Bank 
("Assignor") and Citadel Realty, Inc., a Delaware corporation ("Assignee").

     A.  Contemporaneously with the execution and delivery of this Assignment, 
Assignor has conveyed to Assignee certain real property and improvements located
thereon, commonly known as 600 North Brand Boulevard, Glendale, California,
and more particularly described on Exhibit 1 hereto (the "Property").

     B.  It is a condition to the consummation of the transactions contemplated 
that Assignor and Assignee enter into this Assignment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto, intending to 
be legally bound hereby, agree as follows:

     1.  Recitals.  The foregoing recitals are hereby incorporated herein by
         ---------
reference as if fully set forth at this point in the text of this Assignment.

     2.  Transfer and Assignment.  Assignor does hereby sell, assign, convey, 
         ------------------------
transfer, grant, set over and deliver to Assignee all of Assignor's right, title
and interest in and to those certain leases more particularly described in 
Exhibit A attached hereto under the heading "Leases and Deposits" (the 
"Leases"), along with all security deposits in the possession of Seller with 
respect to the Leases and more particularly described in Exhibit A attached 
hereto under the heading "Leases and Deposits" (the "Deposits"), all covering 
portions of the Property.

     3.  Assumption.  Assignee hereby accepts such assignment and assumes and 
         -----------
agrees to perform all the terms, covenants and conditions of the Leases required
to be performed by the landlord thereunder, from and after the date hereof but 
not prior thereto, including, without limitation, the obligation to repay in 
accordance with the terms of the Leases to the tenants thereunder any and all 
Deposits, provided, however, that Assignee shall have no greater personal 
liability under the Leases than Assignor had prior to this Assignment. Assignee 
hereby acknowledges receipt of such Deposits.

     4.  Indemnification.  Assignee hereby indemnifies and holds Assignor 
         ----------------
harmless from and against any and all loss, cost, damages, expense (including 
reasonable attorneys' fees), liability, claims or causes of action existing in 
favor of or asserted by any tenant under the Leases arising out of or relating 
to Assignee's failure to perform any of its obligations as landlord under the 
Leases after the date hereof. Assignor hereby indemnifies and holds Assignee 
harmless from and against any and all loss, cost, damages, expense (including 
reasonable attorneys' fees), liability, claims or causes of action incurred by 
Assignee as a result of claims brought against Assignee, as Assignor's successor
in interest under the Leases, arising from a breach or alleged breach by 
Assignor of the Leases and the obligations of the Assignor thereunder occurring 
prior to the date hereof while Assignor had title to the Property. The two (2) 
preceding sentences shall survive the closing of the transaction contemplated 
hereby.

     5.  Counterparts; Heading.  This Agreement may be executed in two or more 
         ---------------------
counterparts, each of which shall be deemed an original, but all of which shall 
constitute one and the same instrument. The headings used in this Assignment are
for purposes of convenience only and shall not be used in construing the 
provisions hereof.

     6.  Covenant Of Further Assurances.  The parties hereto agree to execute 
         ------------------------------
such other documents and perform such other acts as may be reasonably necessary 
or desirable to carry out the purposes of this Assignment.

     7.  Governing Law.  This Assignment shall be governed by and construed in 
         -------------
accordance with the laws of the State of California.

     IN WITNESS WHEREOF, Assignee and Assignor have executed this Assignment of 
Leases as of the date written above.

                                       ASSIGNOR:

                                       FIDELITY FEDERAL BANK,
                                       a Federal Savings Bank

                                       By:_________________________________
                                       Its:________________________________

                                       ASSIGNEE:

                                       CITADEL REALTY, INC.
                                       a Delaware corporation

                                       By:_________________________________
                                       Its:________________________________

                                       By:_________________________________
                                       Its:________________________________

                                       2

                                   Exhibit A
                                   ---------

Leases and Deposits
- - -------------------

                                       3

                                   Exhibit 1
                                   ---------

                               Legal Description

                                       4

                                  EXHIBIT E-1

                                 BILL OF SALE
                                 ------------

     For good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, Fidelity Federal Bank, a Federal Savings Bank 
("Seller"), does hereby sell and deliver unto Citadel Realty, Inc., a Delaware 
corporation ("Buyer"), all of Seller's right, title and interest in all of the 
tools, equipment, supplies, inventory, fixtures and equipment not deemed or 
constituting realty, as well as all books and records, furniture, furnishings, 
and all other like items of personal property which as of the date hereof are 
located on or used exclusively in connection with the real property commonly 
known as 14455-75 Ventura Boulevard, Sherman Oaks, California, and more 
particularly described on Exhibit 1 attached hereto.

     IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of this ___
day of ___________, 199_.

                                                 SELLER:

                                                 FIDELITY FEDERAL BANK,
                                                 a Federal Savings Bank

                                                 By:
                                                    ----------------------------
                                                 Its:
                                                     ---------------------------

                                   Exhibit 1
                                   ---------

                               Legal Description

                                       2

                                                                  EXHIBIT 10.28F

                        STANDARD OFFICE LEASE -- GROSS

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. BASIC LEASE PROVISIONS ("Basic Lease Provisions")

   1.1 PARTIES: This Lease, dated, for reference purposes only, July 7, 1994, is
made by and between FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK (herein called
"Lessor") and WHITE, ZUCKERMAN, WARSAVSKY & LUNA, A CALIFORNIA GENERAL
PARTNERSHIP doing business under the name of           (herein called "Lessee").

   1.2 PREMISES: Third floor, consisting of approximately 9,600 rentable square
feet, more or less, as defined in paragraph 2 and as shown on Exhibit "A" hereto
(the "Premises").

   1.3 BUILDING: Commonly described as being located at 14455 Ventura Boulevard
in the City of Los Angeles (Sherman Oaks), County of Los Angeles, State of
California, as more particularly described in Exhibit "A" hereto, and as defined
in paragraph 2.

   1.4 USE: Offices for certified public accountancy firm, subject to paragraph
6.

   1.5  TERM: Seven (7) years plus 11 days commencing September 20, 1994 
("Commencement Date") and ending September 30, 2001. See paragraph 50, as 
defined in paragraph 3.

   1.6  BASE RENT: $1.65 per BOMA rentable square foot per month, payable on the
First day of each month, per paragraph 4.1 with the initial Base Rent to be 
$15,840.00 per month. See paragraph 51.

   1.7  BASE RENT INCREASE: On See paragraph 51, the monthly Base Rent payable 
under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.

   1.8  RENT PAID UPON EXECUTION: See paragraph 51.

   1.9  SECURITY DEPOSIT: See paragraph 52.

   1.10 LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: -0-% as defined in 
paragraph 4.2.

2. PREMISES, PARKING AND COMMON AREAS.

   2.1  PREMISES: The Premises are a portion of a building, herein sometimes 
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease 
Provisions. "Building" shall include adjacent parking structures used in 
connection therewith. The Premises, the Building, the Common Areas, the land 
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office 
Building Project." Lessor hereby leases to Lessee and Lessee leases from Lessor 
for the term, at the rental, and upon all of the conditions set forth herein, 
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as 
the "Premises," including rights to the Common Areas as hereinafter specified.

   2.2  VEHICLE PARKING: So long as Lessee is not in default, and subject to the
rules and regulations attached hereto, and as established by Lessor from time to
time, Lessee shall be entitled to rent and use * parking spaces in the Office 
Building Project. * See paragraph 53.

      2.2.1  If Lessee commits, permits or allows any of the prohibited 
activities described in the Lease or the rules then in effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies 
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

      2.2.2  The monthly parking rate per parking space will be $  -0-  .

   2.3  COMMON AREAS--DEFINITION. The term "Common Areas" is defined as all 
areas and facilities outside the Premises and within the exterior boundary line 
of the Office Building Project that are provided and designated by the Lessor 
from time to time for the general non-exclusive use of Lessor, Lessee and of 
other lessees of the Office Building Project and their respective employees, 
suppliers, shippers, customers and invitees, including but not limited to common
entrances, lobbies, corridors, stairways and stairwells, public restrooms, 
elevators, escalators, parking areas to the extent not otherwise prohibited by 
this Lease, loading and unloading areas, trash areas, roadways, sidewalks, 
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.

   2.4  COMMON AREAS--RULES AND REGULATIONS. Lessee agrees to abide by and 
conform to the rules and regulations attached hereto as Exhibit B with respect 
to the Office Building Project and Common Areas, and to cause its employees, 
suppliers, shippers, customers, and invitees to so abide and conform. Lessor or 
such other person(s) as Lessor may appoint shall have the exclusive control and 
management of the Common Areas and shall have the right, from time to time, to 
modify, amend and enforce said rules and regulations. Lessor shall not be 
responsible to Lessee for the non-compliance with said rules and regulations by 
other lessees, their agents, employees and invitees of the Office Building 
Project.

   2.5  COMMON AREAS--CHANGES. Lessor shall have the right, in Lessor's sole 
discretion, from time to time:

      (a) To make changes to the Building interior and exterior and Common 
Areas, including, without limitation, changes in the location, size, shape, 
number, and appearance thereof, including but not limited to the lobbies, 
windows, stairways, air shafts, elevators, escalators, restrooms, drivewyas, 
entrances, parking spaces, parking areas, loading and unloading areas, ingress, 
egress, direction of traffic, decorative walls, landscaped areas and walkways; 
provided, however, Lessor shall at all times provide the parking facilities 
required by applicable law;

      (b) To close temporarily any of the Common Areas for maintenance purposes 
so long as reasonable access to the Premises remains available;

      (c) To designate other land and improvements outside the boundaries of the
Office Building Project to be a part of the Common Areas, provided that such 
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

      (d) To add additional buildings and improvements to the Common Areas;

      (e) To use the Common Areas while engaged in making additional 
improvements, repairs or alterations to the Office Building Project, or any 
portion thereof;

      (f) To do and perform such other acts and make such other changes in, to 
or with respect to the Common Areas and Office Building Project as Lessor may, 
in the exercise of sound business judgment deem to be appropriate.

3. TERM.

   3.1  TERM. The term and Commencement Date of this Lease shall be as specified
in paragraph 1.5 of the Basic Lease Provisions.

   3.2  DELAY IN POSSESSION. Notwithstanding said Commencement Date, if for any 
reason Lessor cannot deliver possession of the Premises to Lessee on said date 
and subject to paragraph 3.2.2. Lessor shall not be subject to any liability 
therefor, nor shall such failure affect the validity of this Lease or the 
obligations of Lessee hereunder or extend the term hereof; but, in such case, 
Lessee shall not be obligated to pay rent or perform any other obligation of 
Lessee under the terms of this Lease, except as may be otherwise provided in 
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee. Lessee may, at Lessee's

                                                               Initials: _______

                                                                         _______
                              FULL SERVICE--GROSS

                              PAGE 1 of 10 PAGES

 
option by notice in writing to Lessor within ten (10) days thereafter, cancel 
this Lease, in which event the parties shall be discharged from all obligations 
hereunder, provided, however, that, as to Lessee's obligations, Lessee first 
reimburses Lessor for all costs incurred for Non-Standard Improvements and, as 
to Lessor's obligations, Lessor shall return any money previously deposited by
Lessee (less any offsets due Lessor for Non-Standard Improvements) and provided
further that if such written notice by Lessee is not received by Lessor within
said ten (10) day period, Lesee's right to cancel this Lease hereunder shall
terminate and be of no further force or effect.

      3.2.1 POSSESSION TENDERED--DEFINED. See Paragraph 54.

      3.2.2 DELAYS CAUSED BY LESSEE. There shall be no abatement of rent, and
the sixty (60) day period following the Commencement Date before which Lessee's
right to cancel this Lease accrues under paragraph 3.2. shall be deemed extended
to the extent of any delays caused by acts or omissions of Lessee, Lessee's
agents, employees and contractors.

   3.3 EARLY POSSESSION. If Lessee occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions of this
Lease, such occupancy shall not change the termination date, and Lessee shall
not pay rent for such occupancy.

   3.4 UNCERTAIN COMMENCEMENT. In the event commencement of the Lease term is 
defined as the completion of the improvements, Lessee and Lessor shall execute 
an amendment to this Lease establishing the date of Tender of Possession (as 
defined in paragraph 3.2.1) or the actual taking of possession by Lessee, 
whichever first occurs, as the Commencement Date.

4. RENT.

   4.1 BASE RENT. Subject to adjustment as hereinafter provided in paragraph 
4.3. and except as may be otherwise expressly provided in this Lease, Lessee 
shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions, without offset or deduction. Lessee shall pay Lessor
upon execution hereof the advance Base Rent described in paragraph 1.6 of the 
Basic Lease Provisions. Rent for any period during the term hereof which is for 
less than one month shall be prorated based upon the actual number of days of 
the calendar month involved. Rent shall be payable in lawful money of the United
States to Lessor at the address stated herein or to such other persons or at 
such other places as Lessor may designate in writing.

   4.3 RENT INCREASE. See paragraph 51.

                                                               Initials:________
                                                                        ________

                              FULL SERVICE-GROSS

                              PAGE 2 OF 10 PAGES

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 19 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If Lessor so uses or applies all or any portion of
said deposit, Lessee shall within ten (10) days after written demand therefor
deposit cash with Lessor in an amount sufficient to restore said deposit to the
full amount then required of Lessee. If the monthly Base Rent shall, from time
to time, increase during the term of this Lease, Lessee shall, at the time of
such increase, deposit with Lessor additional money as a security deposit so,
that the total amount of the security deposit held by Lessor shall at all times
bear the same proportion to the then current Base Rent as the initial security
deposit bears to the initial Base Rent set forth in paragraph 1.6 of the Basic
Lease Provisions. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not heretofore
been applied by Lessor, shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option, to the last assignee,
if any, of Lessee's interest hereunder) at the expiration of the term hereof,
and after Lessee has vacated the Premises. No trust relationship is created
herein between Lessor and Lessee with respect to said Security Deposit. See
paragraph 52.

6.  USE.

     6.1 USE. The Premises shall be used and occupied only for the purpose set
forth in paragraph 1.4 of the Basic Lease Provisions or any other use which is
permitted under applicable zoning laws, and is reasonably comparable to that
use and for no other purpose.

     6.2 COMPLIANCE WITH LAW.

         (a) Lessor warrants to Lessee that the Premises, in the state existing
on the date that the Lease term commences, but without regard to alterations or
improvements made by Lessee or the use for which Lessee will occupy the 
Premises, does not violate any covenants or restrictions of record, or any
applicable building code, regulation or ordinance in effect on such Lease term
Commencement Date. In the event it is determined that this warranty has been
violated, then it shall be the obligation of the Lessor, after written notice
from Lessee, to promptly, at Lessor's sole cost and expense, rectify any such
violation.

         (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's
expense, promptly comply with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and requirements of
any fire insurance underwriters or rating bureaus, now in effect or which may
hereafter come into effect, whether or not they reflect a change in policy from
that now existing, during the term or any part of the term hereof, relating in
any manner to the Premises and the occupation and use by Lessee of the Premises.
Lessee shall conduct its business in a lawful manner and shall not use or permit
the use of the Premises or the Common Areas in any manner that will tend to
create waste or a nuisance or shall tend to disturb other occupants of the
Office Building Project.

     6.3  CONDITION OF PREMISES. See paragraph 55. and Exhibit "C"

         (a) Lessor shall deliver the Premises to Lessee in a clean condition on
the Lease Commencement Date (unless Lessee is already in possession) and Lessor
warrants to Lessee that the plumbing, lighting, air conditioning, and heating
system in the Premises shall be in good operating condition. In the event that
it is determined that this warranty has been violated, then it shall be the
obligation of Lessor, after receipt of written notice from Lessee setting forth
with specificity the nature of the violation, to promptly, at Lessor's sole
cost, rectify such violation.

         (b) Except as otherwise provided in this Lease, Lessee hereby accepts
the Premises and the Office Building Project in their condition existing as of
the Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas or Office Building Project for the conduct of Lessee's
business.

7.  MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

     7.1 LESSOR'S OBLIGATIONS. Lessor shall keep the Office Building Project,
including the Premises, interior and exterior walls, roof, and common areas, and
the equipment whether used exclusively for the Premises or in common with other
premises, in good condition and repair; provided, however, Lessor shall not be
obligated to paint, repair or replace wall coverings, or to repair or replace
any improvements that are not ordinarily a part of the Building or are above
then Building standards. Except as provided in paragraph 9.5 there shall be no
apartment of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the
Premises in good order, condition and repair.

     7.2  LESSEE'S OBLIGATIONS.

         (a) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing, or replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards. Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder. 

         (b) On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris. Any damage or 
deterioration of the Premises shall not be deemed ordinary wear and tear if the 
same could  have been prevented by good maintenance practices by Lessee. Lessee 
shall repair any damage to the Premises occasioned by the installation or 
removal of Lessee's trade fixtures, alterations, furnishings and equipment. 
Except as otherwise stated in this Lease, Lessee shall leave the air lines, 
power panels, electrical distribution systems, lighting fixtures, air 
conditioning, window coverings, wall coverings, carpets, wall panelling, 
ceilings and plumbing on the Premises and in good operating condition.

     7.3 ALTERATIONS AND ADDITIONS. See paragraph 56.

         (a) Lessee shall not, without Lessor's prior written consent, which 
shall not be unreasonably withheld, make any alterations, improvements, 
additions, Utility Installations or repairs in, on or about the Premises, or the
Office Building Project. As used in this paragraph 7.3 the term "Utility 
Installation" shall mean carpeting, window and wall coverings, power panels, 
electrical distribution systems, lighting fixtures, air conditioning, plumbing, 
and telephone and telecommunication wiring and equipment. At the expiration of 
the term, Lessor may require the removal of any or all of said alterations, 
improvements, additions or Utility Installations, and the restoration of the 
Premises and the Office Building Project to their prior condition, at Lessee's 
expense. Should Lessor permit Lessee to make its own alterations, improvements, 
additions or Utility Installations, Lessee shall use only such contractor, as 
has been expressly approved by Lessor, and Lessor may require Lessee to provide 
Lessor, at Lessee's sole cost and expense, a lien and completion bond in an 
amount equal to one and one-half times the estimated cost of such improvements, 
to insure Lessor against any liability for mechanic's and materialmen's liens 
and to insure completion of the work. Should Lessee make any alterations,
improvements, additions or Utility Installations without prior approval of 
Lessor, or use a contractor not expressly approved by Lessor, Lessor may, at any
time during the term of this Lease, require that Lessee remove any part or all 
of the same.

         (b) Any alterations, improvements, additions or Utility Installations
in or about the Premises or the Office Building Project that Lessee shall desire
to make shall be presented to Lessor in written form, with proposed detailed
plans. If Lessor shall give its consent to Lessee's making such alteration,
improvement, addition or Utility Installation, the consent shall be deemed 
conditioned upon Lessee requiring a permit to do so from the applicable 
governmental agencies, furnishing a copy thereof to Lessor prior to the 
commencement of the work, and compliance by Lessee with all conditions of said 
permit in a prompt and expeditious manner.

         (c) Lessee shall pay, when due, all claims for labor or materials 
furnished or alleged to have been furnished to or for Lessee at or for use in 
the Premises, which claims are or may be secured by any mechanic's or 
materialmen's lien against the Premises, the Building or the Office Building 
Project, or any interest therein.

         (d) Lessee shall give Lessor not less than ten (10) days notice prior 
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the 
Building as provided by law. If Lessee shall, in good faith, contest the 
validity of any such lien, claim or demand, then Lessee shall, at its sole 
expense defend itself or Lessor against the same and shall pay and satisfy 

                              FULL SERVICE--GROSS         Initials:____________

                              PAGE 3 OF 10 PAGES                   ____________

 
any such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office Building
Project upon the condition that if the Lessor shall require, Lessee shall
furnish to Lessor surety bond satisfactory to Lessor in an amount equal to but
such contested lien, claim or demand indemnifying Lessor against liability for
the same and holding the Premises, the Building and the Office Building Project
free from the effect of such lien or claim. In addition, Lessor may require
Lessee to pay Lessor's reasonable attorneys' fees and costs of participating in
such action if Lessor shall decide it, is to Lessor's best interest to do so.

     (e) All alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee)
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation and
lighting and telephone or communication systems, conduit, wiring and outlets,
shall be made and done in a good and workmanlike manner and of good and
sufficient quality and materials and shall be the property of Lessor and remain
upon and be surrendered with the Premises at the expiration of the Lease term,
unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided
Lessee is not in default, notwithstanding the provisions of this paragraph
7.3(e). Lessee's personal property and equipment, other than that which is
affixed to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.

     (f) Lessee shall provide Lessor with as-built plans and specifications
for any alterations, improvements, additions or Utility installations.

     7.4 UTILITY ADDITIONS. Lessor reserves the right to install new or 
additional utility facilities throughout the Office Building Project for the 
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical 
systems, communication systems, and fire protection and detection systems, so 
long as such installations do not unreasonably interfere with Lessee's use of 
the Premises.

8. INSURANCE: INDEMNITY.

     8.1 LIABILITY INSURANCE--LESSEE. Lessee shall, at Lessee's expense, obtain 
and keep in force during the term of this lease a policy of Comprehensive 
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an 
amount of not less than $1,000,000 per occurrence of bodily injury and property 
damage combined or in a greater amount as reasonably determined by Lessor and 
shall insure Lessee with Lessor as an additional insured against liability 
arising out of the use, occupancy or maintenance of the Premises. Compliance 
with the above requirement shall not, however, limit the liability of Lessee 
hereunder.

     8.2 LIABILITY INSURANCE--LESSOR. Lessor shall obtain and keep in force 
during the term of this Lease a policy of Combined Single Limit Bodily Injury 
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems advisable from time to time, insuring Lessor, but not Lessee, 
against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5,000,000.00 per 
occurrence.

     8.3 PROPERTY INSURANCE--LESSEE. Lessee shall, at Lessee's expense, obtain 
and keep in force during the term of this Lease for the benefit of Lessee, 
replacement cost fire and extended coverage insurance, with vandalism and 
malicious mischief, earthquake and earthquake sprinkler leakage endorsements, in
an amount sufficient to cover not less than 100% of the full replacement cost, 
as the same may exist from time to time, of all of Lessee's improvements.*

     8.4 PROPERTY INSURANCE--LESSOR. Lessor shall obtain and keep in force 
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal 
property, fixtures, equipment or tenant improvements, in the amount of the full 
replacement cost thereof, as the same may exist from time to time, utilizing 
Insurance Services Office standard form, or equivalent providing protection 
against all perils included within the classification of fire, extended 
coverage, vandalism, malicious mischief, plate glass and such other perils as 
Lessor deems advisable or may be required by a lender having a lien on the 
Office Building Project. Lessee will not be named in any such policies carried 
by Lessor and shall have no right to any proceeds therefrom. The policies 
required by these paragraphs 8.2 and 8.4 shall contain such deductibles as 
Lessor or the aforesaid lender may determine. In the event that the Premises 
shall suffer an insured loss as defined in paragraph 9.1(f) hereof, the 
deductible amounts under the applicable insurance policies shall be deemed an 
Operating Expense. Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies carried by Lessor. Lessee shall pay the 
entirety of any increase in the property insurance premium for the Office 
Building Project over what it was immediately prior to the commencement of the 
term of this lease if the increase is specified by Lessor's insurance carrier as
being caused by the nature of Lessee's occupancy or any act or omission of 
Lessee.

     8.5 INSURANCE POLICIES. Lessee shall deliver to Lessor copies of liability 
insurance policies required under paragraph 8.1 or certificates evidencing the 
existence and amounts of such insurance within seven (7) days after the 
Commencement Date of this Lease. No such policy shall be cancellable or subject 
to reduction of coverage or other modification except after thirty (30) days 
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to
the expiration of such policies, furnish Lessor with renewals thereof.

     8.6 WAIVER OF SUBROGATION. Lessee and Lessor each hereby release and 
relieve the other, and waive their entire right of recovery against the other, 
for direct or consequential loss or damage arising out of or incident to the 
perils covered by property insurance carried by such party, whether due to the 
negligence of Lessor or Lessee or their agents, employees, contractors and/or 
invitees. If necessary all property insurance policies required under this 
Lease shall be endorsed to so provide.

*    8.7 INDEMNITY. Lessee shall indemnify and hold harmless Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's business or from any activity, work or things done, permitted or
suffered by Lessee in or about the Premises or elsewhere and shall further
indemnify and hold harmless Lessor from and against any and all claims, costs
and expenses arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents,
contractors, employees, or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct, activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited to
the defense or pursuit of any claim or any action or proceeding involved
therein; and in case any action or proceeding be brought against Lessor by
reason of any such matter, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause or Lessee hereby waives all claims in respect thereof against Lessor.

*    8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible. Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.

     8.9 NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no representation 
that the limits or forms of coverage of insurance specified in this paragraph 8 
are adequate to cover Lessee's property or obligations under this Lease. 

9. DAMAGE OR DESTRUCTION.
  
     9.1 DEFINITIONS.

          (a) "Premises Damage" shall mean if the Premises are damaged or
     destroyed to any extent.

          (b) "Premises Building Partial Damage" shall mean if the Building of
     which the Premises are a part is damaged or destroyed to the extent that
     the cost to repair is less than fifty percent (50%) of the then Replacement
     Cost of the Building.

          (c) "Premises Building Total Destruction" shall mean if the Building
     of which the Premises are a part is damaged or destroyed to the extent that
     the cost to repair is fifty percent (50%) or more of the then Replacement
     Cost of the Building.
          (d) "Office Building Project Buildings" shall mean all of the 
     buildings on the Office Building Project site.

          (e) "Office Building Project Buildings Total Destruction" shall mean
     if the Office Building Project Buildings are damaged or destroyed to the
     extent that the cost of repair is fifty percent (50%) or more of the then
     Replacement Cost of the Office Building Project Buildings.

          (f) "Insured Loss" shall mean damage or destruction which was caused
     by an event required to be covered by the insurance described in paragraph
     8. The fact that an insured Loss has a deductible amount shall not make the
     loss an uninsured loss.

          (g) "Replacement Cost" shall mean the amount of money necessary to be
     spent in order to repair or rebuild the damaged area to the condition that
     existed immediately prior to the damage occurring, excluding all
     improvements made by lessees, other than those installed by Lessor at
     Lessee's expense.

However, said insurance coverage may contain standard insurance deductibles of 
up to ten (10%) percent of the coverage limits.

*See paragraph 57.
                                                            Initials:___________
                                                                     ___________

                              FULL SERVICE--GROSS

                              Page 4 of 10 pages

 
   9.2 PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

       (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, if
at any time during the term of this Lease there is damage which is an insured
Loss and which falls into the classification of either Premises Damage or
Premises Building Partial Damage, then Lessor shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Lessor's expense repair such
damage (but not Lessee's fixtures, equipment or tenant improvements originally
paid for by Lessee) to its condition existing at the time of the damage, and
this Lease shall continue in full force and effect.

       (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is damage which is not
Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense) which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage.

   9.3 PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease there is damage, whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction, then Lessor may
at Lessor's option either (i) repair such damage or destruction as soon as
reasonably possible at Lessor's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Lessee's fixtures, equipment or
tenant improvements, and that Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the date of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

   9.4 DAMAGE NEAR END OF TERM.

       (a) Subject to paragraph 9.4(b), if at any time during the last twelve 
(12) months of the term of this Lease there is substantial damage to the 
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of 
the date of occurrence of such damage by giving written notice to Lessee of 
Lessor's election to do so within 30 days after the date of occurrence of such 
damage.

       (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than twenty (20) days after the occurrence of an
Insured Loss falling within the classification of Premises Damage during the
last twelve (12) months of the term of this Lease. If Lessee duly exercises such
option during said twenty (20) day period, Lessor shall, at Lessor's expense,
repair such damage, but not Lessee's fixtures, equipment or tenant improvements,
as soon as reasonably possible and this Lease shall continue in full force and
effect. If Lessee fails to exercise such option during said twenty (20) day
period, then Lessor may at Lessor's option terminate and cancel this Lease as of
the expiration of said twenty (20) day period by giving written notice to Lessee
of Lessor's election to do so within ten (10) days after the expiration of said
twenty (20) day period, notwithstanding any term or provision in the grant of
option to the contrary.

   9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

       (a) In the event Lessor repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable (including loss of use due to loss of access or essential services),
the rent payable hereunder (including Lessee's Share of Operating Expense
Increase) for the period during which such damage, repair or restoration
continues shall be abated, provided (1) the damage was not the result of the
negligence of Lessee, and (2) such abatement shall only be to the extent the
operation and profitability of Lessee's business as operated from the Premises
is adversely affected. Except for said abatement of rent, if any, Lessee shall
have no claim against Lessor for any damages suffered by reason of any such
damage, destruction, repair or restoration., *

       (b) If Lessor shall be obligated to repair or restore the Premises or the
Building under the provisions of this Paragraph 9 and shall not commence such 
repair or restoration within ninety (90) days after such occurrence, or if 
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease 
by giving Lessor written notice of Lessee's election to do so at any time prior 
to the commencement or completion, respectively, of such repair or restoration. 
In such event this Lease shall terminate as of the date of such notice.

       (c) Lessee agrees to cooperate with Lessor in connection with any such 
restoration and repair, including but not limited to the approval and/or 
execution of plans and specifications required.

   9.6. TERMINATION--ADVANCE PAYMENTS. Upon termination of this Lease pursuant 
to this paragraph 9, an equitable adjustment shall be made concerning advance 
rent and any advance payments made by Lessee to Lessor. Lessor shall, in 
addition, return to Lessee so much of Lessee's security deposit as has not 
therefore been applied by Lessor.

   9.7 WAIVER. Lessor and Lessee waive the provisions of any statute which 
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10. REAL PROPERTY TAXES.

    10.1 PAYMENT OF TAXES. Lessor shall pay the real property tax, as defined in
paragraph 10.3, applicable to the Office Building Project subject to 
reimbursement by Lessee of Lessee's Share of such taxes in accordance with the 
provisions of paragraph 10.2.

    10.2 ADDITIONAL IMPROVEMENTS. Lessee shall not be responsible for paying any
increase in real property tax specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees or by Lessor for the exclusive enjoyment of
any other lessee. Lessee shall, however, pay to Lessor within ten (10) days
after Lessor's request, the entirety of any increase in real property tax if
assessed solely by reason of additional improvements placed upon the Premises by
Lessee or at Lessee's request., **

    10.3 DEFINITION OF "REAL PROPERTY TAX." As used herein, the term "real 
property tax" shall include any form of real estate tax or assessment, general, 
special, ordinary or extraordinary, and any license fee, commercial rental tax, 
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Office Building Project or any portion thereof 
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary, 
fire, street, drainage or other improvement district thereof, as against any 
legal or equitable interest of Lessor in the Office Building Project or in any 
portion thereof, as against Lessor's right to rent or other income therefrom, 
and as against Lessor's business of leasing the Office Building Project. The 
term "real property tax" shall also include any tax, fee, levy, assessment or 
charge (i) in substitution of, partially or totally, any tax, fee, levy, 
assessment or charge hereinabove included within the definition of "real 
property tax," or (ii) the nature of which was hereinbefore included within the 
definition of "real property tax," or (iii) which is imposed for a service or 
right not charged prior to June 1, 1978, or, if previously charged, has been 
increased since June 1, 1978, or (iv) which is imposed as a result of a change 
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of 
ownership, or (v) which is imposed by reason of this transaction, any 
modifications or changes hereto, or any transfers hereof.

    10.4 JOINT ASSESSMENT. If the improvements or property, the taxes for which 
are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not 
separately assessed, Lessee's portion of that tax shall be equitably determined 
by Lessor from the respective valuations assigned in the assessor's work sheets 
or such other information (which may include the cost of construction) as may be
reasonably available. Lessor's reasonable determination thereof, in good faith, 
shall be conclusive.

    10.5 PERSONAL PROPERTY TAXES.

         (a) Lessee shall pay prior to delinquency all taxes assessed against 
and levied upon trade fixtures, furnishings, equipment and all other personal 
property of Lessee contained in the Premises or elsewhere.

         (b) If any of Lessee's said personal property shall be assessed with 
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to 
Lessee within ten (10) days after receipt of a written statement setting forth 
the taxes applicable to Lessee's property.

11. UTILITIES.

    11.1 SERVICES PROVIDED BY LESSOR. Lessor shall provide heating, ventilation,
air conditioning, and janitorial service as reasonably required, reasonable
amounts of electricity for normal lighting and office machines, water for
reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures.

    11.2 SERVICES EXCLUSIVE TO LESSEE. Lessee shall pay for all water, gas, 
heat, light, power, telephone and other utilities and services specially or 
exclusively supplied and/or metered exclusively to the Premises or to Lessee, 
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered 
with other premises in the Building.

    11.3 HOURS OF SERVICE. Said services and utilities shall be provided during 
generally accepted business days and hours or such other days or hours as may 
hereafter be set forth. Utilities and services required at other times shall be 
subject to advance request and reimbursement by Lessee to Lessor of the cost 
thereof. See Paragraph 58.

    With the exception that following Lessee's later reoccupation of the
Premises, Lessee shall be entitled to receive the last month of the lease term
rent-free, which shall occur following the installation of Lessee's initial
improvements, as described in Exhibit "C".

                              FULL SERVICE--GROSS          Initials ____________

                              PAGE 5 OF 10 PAGES                    ____________

 
     11.4  EXCESS USAGE BY LESSEE. Lessee shall not make connection to the
utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power or suffer or permit any act that causes extra burden upon the utilities
or services, including but not limited to security services, over standard
office usage for the Office Building Project. Lessor shall require Lessee to
reimburse Lessor for any excess expenses or costs that may arise out of a breach
of this subparagraph by Lessee. Lessor may, in its sole discretion install at
Lessee's expense supplemental equipment and/or separate metering applicable to
Lessee's excess usage or loading.

     11.5  INTERRUPTIONS.  There shall be no abatement of rent and Lessor shall 
not be liable in any respect whatsoever for the inadequacy, stoppage, 
interruption or discontinuance of any utility or service due to riot, strike, 
labor dispute, breakdown, accident, repair or other cause beyond Lessor's 
reasonable control or in cooperation with governmental request or directions.

12.  ASSIGNMENT AND SUBLETTING.

     12.1  LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by 
operation of law assign, mortgage, sublet, or otherwise transfer or encumber all
or any part of Lessee's interest in the Lease or in the Premises without 
Lessor's prior written consent which Lessor shall not unreasonably withhold. 
Lessor shall respond to Lessee's request for consent hereunder in a timely 
manner and any attempted assignment, mortgage, encumbrance or subletting without
such consent shall be void, and shall constitute a material default and breach 
of this Lease without the need for notice to Lessee under paragraph 13.1.

     12.2  LESSEE AFFILIATE.  Notwithstanding the provisions of paragraph 12.1 
hereof, Lessee may assign or sublet the Premises, or any portion thereof, 
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the 
merger or consolidation with Lessee, or to any person or entity which acquires 
all the assets of Lessee as a going concern of the business that is being 
conducted on the Premises, all of which are referred to as "Lessee Affiliate"; 
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and assumption. Any such assignment 
shall not, in any way, affect or limit the liability of Lessee under the terms 
of this Lease even if after such assignment or subletting the terms of this 
Lease are materially changed or altered without the consent of Lessee, the 
consent of whom shall not be necessary.

     12.3  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

           (a)  Regardless of Lessor's consent, no assignment or subletting 
shall release Lessee of Lessee's obligations hereunder or alter the primary 
liability of Lessee to pay the rent and other sums due Lessor hereunder 
including Lessee's Share of Operating Expense Increase, and to perform all other
obligations to be performed by Lessee hereunder.

           (b)  Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment.

           (c)  Neither a delay in the approval or disapproval of such 
assignment or subletting, nor the acceptance of rent, shall constitute a waiver 
or estoppel of Lessor's right to exercise its remedies for the breach of any of 
the terms or conditions of this paragraph 12 or this Lease.

           (d) If Lessee's obligations under this Lease have been guaranteed by
third parties, then an assignment or sublease, and Lessor's consent thereto
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.

           (e)  The consent by Lessor to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting by Lessee or to 
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent sublettings and assignments of the sublease or 
any amendments or modifications thereto without notifying Lessee or anyone else 
liable on the Lease or sublease and without obtaining their consent and such 
action shall not relieve such persons from liability under this Lease or said 
sublease; however, such persons shall not be responsible to the extent any such 
amendment or modification enlarges or increases the obligations of the Lessee or
sublessee under this Lease or such sublease.

           (f)  In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or any one else responsible for the 
performance of this Lease, including the sublessee, without first exhausting 
Lessor's remedies against any other person or entity responsible therefor to 
Lessor, or any security held by Lessor or Lessee, in accordance with California 
law.

           (g)  Lessor's written consent to any assignment or subletting of the 
Premises by Lessee shall not constitute an acknowledgement that no default then 
exists under this Lease of the obligations to be performed by Lessee nor shall 
such consent be deemed a waiver of any then existing default, except as may be 
otherwise stated by Lessor at the time.

           (h)  The discovery of the fact that any financial statement relied 
upon by Lessor in giving its consent to an assignment or subletting was 
materially false shall, at Lessor's election, render Lessor's said consent null 
and void.

     12.4 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. Regardless
of Lessor's consent, the following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

           (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease heretofore or
hereafter made by Lessee, and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a default shall occur in the performance of Lessee's obligations under this
Lease, Lessee may receive, collect and enjoy the rents accruing under such
sublease. Lessor shall not, by reason of this or any other assignment of such
sublease to Lessor nor by reason of the collection of the rents from a
sublessee, be deemed liable to the sublessee for any failure of Lessee to
perform and comply with any of Lessee's obligations to such sublessee under such
sublease. Lessee hereby irrevocably authorizes and directs any such sublessee,
upon receipt of a written notice from Lessor stating that a default exists in
the performance of Lessee's obligations under this Lease, to pay to Lessor the
rents due and to become due under the sublease. Lessee agrees that such
sublessee shall have the right to rely upon any such statement and request from
Lessor and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary. Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.

           (b)  No sublease entered into by Lessee shall be effective unless and
until it has been approved in writing by Lessor. In entering into any sublease, 
Lessee shall use only such form of sublessee as is satisfactory to Lessor, and 
once approved by Lessor, such sublease shall not be changed of modified without 
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed
and agreed to conform and comply with each and every obligation herein to be 
performed by Lessee other than such obligations as are contrary to or 
inconsistent with provisions contained in a sublease to which Lessee has 
expressly consented in writing.

           (c)  In the event Lessee shall default in the performance of its 
obligations under this Lease, Lessor at its option and without any obligation to
do so, may require any sublessee to attorn to Lessor, in which event Lessor 
shall undertake the obligations of Lessee under such sublease from the time of 
the exercise of said option to the termination of such sublease; provided, 
however, Lessor shall not be liable for any prepaid rents or security deposit 
paid by such sublessee to Lessee or for any other prior defaults of Lessee under
such sublease.

           (d)  No sublease shall further assign or sublet all or any part of 
the Premises without Lessor's prior written consent.

           (e)  With respect to any subletting to which Lessor has consented,
Lessor agrees to deliver a copy of any notice of default by Lessee to the 
sublessee. Such sublessee shall have the right to cure a default of Lessee 
within three (3) days after service of said notice of default upon such 
sublessee, and the sublesses shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessees.

     12.5  LESSOR'S EXPENSES.  In the event Lessee shall assign or sublet the 
Premises or request the consent of Lessor to any assignment or subletting or if 
Lessee shall request the consent of Lessor for any act Lessee proposes to do 
then Lessee shall pay Lessor's reasonable costs and expenses incurred in 
connection therewith, including attorneys',architects', engineers' or other 
consultants' fees.

     12.6  CONDITIONS TO CONSENT.  Lessor reserves the right to condition any 
approval to assign or sublet upon Lessor's determination that (a) the proposed 
assignee or sublessee shall conduct a business on the Premises of a quality 
substantially equal to that of Lessee and consistent with the general character 
of the other occupants of the Office Building Project and not in violation of 
any exclusives or rights then held by other tenants, and (b) the proposed 
assignee or sublessee be at least as financially responsible as Lessee was 
expected to be at the time of the execution of this Lease or of such assignment 
or subletting, whichever is greater.

     12.7  See paragraph 59.

13.  DEFAULT; REMEDIES.

     13.1  DEFAULT.  The occurrence of any one or more of the following events 
shall constitute a material default of this Lease by Lessee;

           (a)  The vacation or abandonment of the Premises by Lessee. Vacation 
of the Premises shall include the failure to occupy the Premises for a 
continuous period of sixty (60) days or more, whether or not the rent is paid.

           (b)  The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or 
subletting), 13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f) 
(false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33 
(auctions), or 41.1 (easements), all of which are hereby deemed to be material, 
non-curable defaults without the necessity of any notice by Lessor to Lessee 
thereof.

           (c)  The failure by Lessee to make any payment of rent or any other 
payment required to be made by Lessee hereunder, as and when due, where such 
failure shall continue for a period of three (3) days after written notice 
thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a 
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes 
such Notice to Pay Rent or Quit shall also constitute the notice required by 
this subparagraph.

                              FULL SERVICE-GROSS              Initials:________

                              PAGE 6 OF 10 PAGES                       ________

      (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's
noncompliance is such that more than thirty (30) days are reasonably required
for its cure, then Lessee shall not be deemed to be in default if Lessee
commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to completion. To the extent permitted by law, such thirty
(30) day notice shall constitute the sole and exclusive notice required to be
given to Lessee under applicable Unlawful Detainer statutes.

      (e) (i) The making by Lessee of any general arrangement or general 
assignment for the benefit of creditors: (ii) Lessee becoming a "debtor" as 
defined in 11 USC (S)101 or any successor statute thereto (unless, in the 
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days (iii) the appointment of a trustee or receiver to take possession of 
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this Lease, where possession is not restored to Lessee within 
thirty (30) days: or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this Lease, where such seizure is not discharged within thirty (30) 
days. In the event that any provision of this paragraph 13.1(e) is contrary to 
any applicable law, such provision shall be of no force or effect.

      (f) The discovery by Lessor that any financial statement given to Lessor 
by Lessee, or its successor in interest or by any guarantor of Lessee's 
obligation hereunder, was materially false.

   13.2 REMEDIES. In the event of any material default or breach of this Lease 
by Lessee, Lessor may at any time thereafter, with or without notice or demand 
and without limiting Lessor in the exercise of any right or remedy which Lessor 
may have by reason of such default, in accordance with California law.

      (a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease and the term hereof shall terminate and Lessee
shall immediately surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled, to recover from Lessee all damages incurred by Lessor
by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorneys fees,
and any real estate commission actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably avoided;
that portion of the leasing commission paid by Lessor pursuant to paragraph 15
applicable to the unexpired term of this Lease.

      (b) Maintain Lessee's right to possession in which case this Lease shall 
continue in effect whether or not Lessee shall have vacated or abandoned the 
Premises. In such event Lessor shall be entitled to enforce all of Lessor's 
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

      (c) Pursue any other remedy now or hereafter available to Lessor under the
laws or judicial decisions of the state wherein the Premises are located. Unpaid
installments of rent and other unpaid monetary obligations of Lessee under the
terms of this Lease shall bear interest from the date due at the maximum rate
then allowable by law.

   13.3 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor fails to
perform obligations required of Lessor within a reasonable time, but in no event
later than thirty (30) days after written notice by Lessee to Lessor and to the
holder of any first mortgage or deed of trust covering the Premises whose name
and address shall have theretofore been furnished to Lessee in writing,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance then Lessor shall not be in default if
Lessor commences performance within such 30-day period and thereafter diligently
pursues the same to completion.

   13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee to
Lessor of Base Rent, Lessee's Share of Operating Expense Increase or other sums
due hereunder will cause Lessor to incur costs not contemplated by this Lease,
the exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Lessor by the terms of any mortgage or trust
deed covering the Office Building Project. Accordingly, if any installment of
Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to 6% of such overdue amount. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late payment by Lessee.
Acceptance of such late charge by Lessor shall in no event constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14. CONDEMNATION. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning
authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the rent and Lessee's
Share of Operating Expense Increase shall be reduced in the proportion that the
floor area of the Premises taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded from the Common Areas usable by Lessee and
no reduction of rent shall occur with respect thereto or by reason thereof.
Lessor shall have the option in its sole discretion to terminate this Lease as
of the taking of possession by the condemning authority, by giving written
notice to Lessee of such election within thirty (30) days after receipt of
notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises
or the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value for the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease
excluding any options. In the event that this Lease is not terminated by reason
of such condemnation, Lessor shall to the extent of severance damages received
by Lessor in connection with such condemnation, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15. BROKER'S FEE. THERE ARE NO REAL ESTATE BROKERS IN THIS TRANSACTION.

16. ESTOPPEL CERTIFICATE.

      (a) Each party (as "responding party") shall at any time upon not less
than twenty (20) days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date

                                                              Initials:_________

                              FULL SERVICE-GROSS                       _________

                              PAGE 7 OF 10 PAGES

to which the rent and other charges are paid in advance, if any, and (ii) 
acknowledging that there are not, to the responding party's knowledge, any 
uncured defaults on the part of the requesting party or specifying such defaults
if any are claimed. Any such statement may be conclusively relied upon by any 
prospective purchaser or encumbrancer of the Office Building Project or of the 
business of Lessee.

    At the requesting party's option, the failure to deliver such statement
within such time shall be a material default of this Lease by the party who is
to respond without any further notice to such party or it shall be conclusive
upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there
are no uncured defaults in the requesting party's performance, and (iii) if the
Lessor is the requesting party, not more than one month's rent has been paid in
advance.

    If Lessor desires to finance, refinance, or sell the Office Building
Project, or any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or purchaser. Such statements shall include
the past three (3) years financial statements of Lessee. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17. LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest. Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18. SEVERABILITY. The invalidity of any provision of this Lease as determined by
a court of competent jurisdiction shall in no way affect the validity of any 
other provision hereof.

19. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any 
amount due to Lessor not paid when due shall bear interest at the maximum rate 
then allowable by law or judgments from the date due. Payment of such interest 
shall not excuse or cure any default by Lessee under this Lease, provided, 
however, that interest shall not be payable on late charges incurred by 
Lessee nor on any amounts upon which late charges are paid by Lessee.

20. TIME OF ESSENCE. Time is of the essence with respect to the obligations to 
be performed under this Lease.

21. ADDITIONAL RENT. All monetary obligations of Lessee to Lessor under the 
terms of this Lease and any other expenses payable by Lessee hereunder shall be 
deemed to be rent.

22. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all 
agreements of the parties with respect to any matter mentioned herein. No prior 
or contemporaneous agreement or understanding pertaining to any such matter 
shall be effective. This Lease may be modified in writing only, signed by the 
parties in interest at the time of the modification. Except as otherwise stated 
in this Lease, Lessee hereby acknowledges that neither the real estate broker 
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health 
Act, the legal use and adaptability of the Premises and the compliance thereof 
with all applicable laws and regulations in effect during the term of the Lease.

23. NOTICES. Any notice required or permitted to be given hereunder shall be in 
writing and may be given by personal delivery or by certified or registered 
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the 
respective parties, as the case may be. Mailed notices shall be deemed given 
upon actual receipt at the address required, or forty-eight hours following 
deposit in the mail, postage prepaid, whichever first occurs. Either party may 
by notice to the other specify a different address for notice purposes except 
that upon Lessee's taking possession of the Premises, the Premises shall 
constitute Lessee's address for notice purposes. A copy of all notice required 
or permitted to be given to Lessor hereunder shall be concurrently transmitted 
to such party or parties at such addresses as Lessor may from time to time 
hereafter designated by notice to Lessee. See paragraph 60.

24. WAIVERS. No waiver by Lessor of any provision hereof shall be deemed a 
waiver of any other provision hereof or of any subsequent breach by Lessee of 
the same or any other provision. Lessor's consent to, or approval of, any act 
shall not be deemed to render unnecessary the obtaining of Lessor's consent to 
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision 
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of 
acceptance of such rent.

25. RECORDING. Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a "short form" memorandum of this 
Lease for recording purposes, subject to Lessor's approval of form and content.

26. HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be two hundred percent (200%) of the rent payable immediately preceding
the termination date of this Lease, and all Options, if any, granted under the
terms of this Lease shall be deemed terminated and be of no further effect
during said month to month tenancy.

27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed 
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. COVENANTS AND CONDITIONS. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof restricting 
assignment or subletting by Lessee and subject to the provisions of paragraph 
17, this Lease shall bind the parties, their personal representatives, 
successors and assigns. This Lease shall be governed by the laws of the State 
where the Office Building Project is located and any litigation concerning this 
Lease between the parties hereto shall be initiated in the county in which the 
Office Building Project is located.

30. SUBORDINATION.

      (a) This Lease, and any Option or right of first refusal granted hereby,
at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of
trust, or any other hypothecation or security now or hereafter placed upon the
Office Building Project and to any and all advances made on the security thereof
and to all renewals, modifications, consolidations, replacements and extensions
thereof. Notwithstanding such subordination, Lessee's right to quiet possession
of the Premises shall not be disturbed if Lessee is not in default and so long
as Lessee shall pay the rent and observe and perform all of the provisions of
this Lease, unless this Lease is otherwise terminated pursuant to its terms. If
any mortgagee, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease and
such Options shall be deemed prior to such mortgage, deed of trust or ground
lease, whether this Lease or such Options are dated prior or subsequent to the
date of said mortgage, deed of trust or ground lease or the date of recording
thereof.

      (b) Lessee agrees to execute any documents required to effectuate an 
attornment, a subordination, or to make this Lease or any Option granted herein 
prior to the lien of any mortgage, deed of trust or ground lease, as the case 
may be. Lessee's failure to execute such documents within ten (10) days after 
written demand shall constitute a material default by Lessee hereunder without 
further notice to Lessee or, at Lessor's option, Lessor shall execute such 
documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby 
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name, place and stead, to execute such documents in accordance with 
this paragraph 30(b).

31. ATTORNEYS' FEES.

   31.1 If either party or the broker(s) named herein bring an action to enforce
the terms hereof or declare rights hereunder, the prevailing party in any such
action, trial or appeal thereon, shall be entitled to his reasonable attorneys'
fees to be paid by the losing party as fixed by the court in the same or a
separate suit, and whether or not such action is pursued to decision or
judgment. The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

   31.2 The attorneys' fee award shall not be computed in accordance with any 
court fee schedule, but shall be such as to fully reimburse all attorneys' fees 
reasonably incurred in good faith.

   31.3 Lessor shall be entitled to reasonable attorneys' fees and all other 
costs and expenses incurred in the preparation and service of notice of default
and consultation in connection therewith, whether or not a legal transaction is 
subsequently commenced in connection with such default.

32. LESSOR'S ACCESS.

   32.1 Lessor and Lessor's agents shall have the right to enter the Premises at
reasonable times for the purpose of inspecting the same, performing any 
services required of Lessor, showing the same to prospective purchasers, 
lenders, or lessees, taking such safety measures, erecting such scaffolding or 
other necessary structures, making such alterations, repairs, improvements or 
additions to the Premises or to the Office Building Project as Lessor may 
reasonably deem necessary or desirable and the erecting, using and maintaining 
of utilities, services, pipes and conduits through the Premises and/or other 
premises as long as there is no material adverse effect to Lessee's use of the 
Premises. Lessor may at any time place on or about the Premises or the Building 
any ordinary "For Sale" signs and Lessor may at any time during the last 120 
days of the term hereof place on or about the Premises any ordinary "For Lease" 
signs.

   32.2 All activity of Lessor pursuant to this paragraph shall be without 
abatement of rent, nor shall Lessor have any liability to Lessee for the same.
                                                                                
                                                          Initials:_____________
                                                                    
                                                                   _____________
                                                             
                              FULL SERVICE-GROSS

                              PAGE 8 OF 10 PAGES

 
   32.3 Lessor shall have the right to retain keys to the Premises and to unlock
all doors in or upon the Premises other than to files, vaults and sales, and in
the case of emergency to enter the Premises by any reasonably appropriate means,
and any such entry shall not be deemed a forceable or unlawful entry or detainer
of the Premises or an eviction, Lessee waives any charges for damanges or
injuries or interference with Lessee's property or business in connection
therewith.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent. Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. SIGNS. Lessee shall not place any sign upon the Premises or the Office 
Building Project without Lessor's prior written consent. Under no circumstances 
shall Lessee place a sign on any roof of the Office Building Project. See 
paragraph 61.

35. MERGER. The voluntary or other surrender of this Lease by Lessee, or a 
mutual cancellation thereof, or a termination by Lessor, shall not work a 
merger, and shall, at the option of Lessor, terminate all or any existing 
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any of all of such subtenancies,

36. CONSENTS. Except for paragraphs 33 (auctions) and 34 (signs) hereof, 
wherever in this Lease the consent of one party is required to an act of the 
other party such consent shall not be unreasonably withheld or delayed.

37. GUARANTOR. In the event that there is a guarantor of this Lease, said 
guarantor shall have the right the same obligations as Lessee under this Lease.

38. QUIET POSSESSION. Under Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease. The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding an ownership interest in the
Office Building Project.

39. OPTIONS. See Exhibit "D" entitled Agreement
                                      ---------

40. SECURITY MEASURES--LESSOR'S RESERVATIONS.

   40.1 Lessee hereby acknowledges that Lessor shall have no obligation 
whatsoever to provide guard service or other security measures for the benefit 
of the Premises or the Office Building Project. Lessee assumes all 
responsibility for the protection of Lessee, its agents, and invitees and the 
property of Lessee and of Lessee's agents and invitees from acts of third 
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option 
from providing security protection for the Office Building Project or any part 
thereof. See paragraph 62.

   40.2 Lessor shall have the following rights:

      (a) To change the name, address or title of the Office Building Project or
building in which the Premises are located upon not less than 90 days prior 
written notice;

      (b) To, at Lessee's expense, provide and install Building standard 
graphics on the door of the Premises and such portions of the Common Areas as 
Lessor shall reasonably deem appropriate;

      (c) To permit any lessee the exclusive right to conduct any business as 
long as such exclusive does not conflict with any rights expressly given herein;

      (d) To place such signs, notices or displays as Lessor reasonably deems 
necessary or advisable upon the roof, exterior of the buildings or the Office 
Building Project or on pole signs in the Common Areas;

   40.3 Lessee shall not:

      (a) Use a representation (photographic or otherwise) of the Building or 
the Office Building Project or their name(s) in connection with Lessee's 
business:

      (b) Suffer or permit anyone, except in emergency, to go upon the roof of 
the Building.

41. EASEMENTS.

   41.1 Lessor reserves to itself the right, from time to time, to grant such 
easements, rights and dedications that Lessor deems necessary or desirable, and 
to cause the recordation of Parcel Maps and restrictions, so long as such 
easements, rights, dedications, Maps and restrictions do not unreasonably 
interfere with the use of the Premises by Lessee. Lessee shall sign any of the 
aforementioned documents upon request of Lessor and failure to do so shall 
constitute a material default of this Lease by Lessee without the need for 
further notice to Lessee.

   41.2 The obstruction of Lessee's view, air, or light by any structure erected
in the vicinity of the Building, whether by Lessor or third parties, shall in no
way affect this Lease or impose any liability upon Lessor.

42. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any 
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be 
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit for recovery of such sum. If it shall be 
adjudged that there was no legal obligation on the part of said party to pay 
such sum or any part thereof, said party shall be entitled to recover such sum 
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

                                                             Initials:__________
                                                                      __________

                              FULL SERVICE-GROSS

                              PAGE 9 OF 10 PAGES

 
   43. AUTHORITY. If Lessee is a corporation trust or general or limited 
partnership, Lessee, and each individual executing this Lease on behalf of such 
entity represent and warrant that such individual is duly authorized to execute 
and deliver this Lease on behalf of said entity. If Lessee is a corporation, 
trust or partnership, Lessee shall within thirty (30) days after execution of 
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

   44. CONFLICT. Any conflict between the printed provisions, Exhibits or 
Addenda of this Lease and the typewritten or handwritten provisions, if any, 
shall be controlled by the typewritten or handwritten provisions.

   45. NO OFFER. Preparation of this Lease by Lessor or Lessor's agent and 
submission of same to Lessee shall not be deemed an offer to Lessee to lease. 
This Lease shall become binding upon Lessor and Lessee only when fully executed 
by both parties.

   46. LENDER MODIFICATION. Lessee agrees to make such reasonable modifications 
to this Lease as may be reasonably required by an institutional lender in 
connection with the obtaining of normal financing or refinancing of the Office 
Building Project.

   47. MULTIPLE PARTIES. If more than one person or entity is named as either 
Lessor or Lessee herein, except as otherwise expressly provided herein, the 
obligations of the Lessor or Lessee herein shall be the joint and several 
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

   48. WORK LETTER. This Lease is supplemented by that certain Work Letter of 
even date executed by Lessor and Lessee, attached hereto as Exhibit C, and 
incorporated herein by this reference.

   49. ATTACHMENTS. Attached hereto are the following documents which constitute
a part of this Lease:

          SEE ATTACHED ADDENDUM TO LEASE AGREEMENT DATED JULY 7, 1994
          -----------------------------------------------------------

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND 
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED 
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS 
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND 
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE 
PREMISES.

    IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
    YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS
    MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
    ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
    LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
    RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF
    THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
    LEASE.

             LESSOR                                 LESSEE

      FIDELITY FEDERAL BANK,          WHITE, ZUCKERMAN, WARSAVSKY & LUNA,
      A FEDERAL SAVINGS BANK           A CALIFORNIA GENERAL PARTNERSHIP
- - ----------------------------------    -----------------------------------

By    /s/ GODFREY B EVANS             /s/  PAUL WHITE
  --------------------------------    -----------------------------------
  Its Executive Vice President        Paul White           
      ----------------------------  
                                      /s/  JACK ZUCKERMAN
                                      ----------------------------------
By________________________________    Jack Zuckerman
  Its_____________________________
                                      /s/  FRED WARSAVSKY
                                      ----------------------------------
                                      Fred Warsavsky

                                      /s/  BARBARA LUNA
                                      ----------------------------------
                                      Barbara Luna

Executed at ______________________    Executed at ______________________

on _______________________________    on _______________________________

Address __________________________    Address __________________________

1984 American Industrial Real Estate Association    FULL SERVICE -- GROSS

                              PAGE 10 OF 10 PAGES

For these forms write or call the American Industrial Real Estate Association 
350 South Figueroa Street, Suite 275, Los Angeles, CA 90071 (213) 687-8777

1984--By American Industrial Real Estate Association. All rights reserved. No 
part of these words may be reproduced in any form without permission in writing.

                                      

                ADDENDUM TO LEASE AGREEMENT DATED JULY 7, 1994
       BETWEEN FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK ("LESSOR"),
                    AND WHITE, ZUCKERMAN, WARSAVSKY & LUNA,
                    A CALIFORNIA GENERAL PARTNER ("LESSEE")

50.   Lessee's existing lease with Lessor, identified as that STANDARD OFFICE
      LEASE-GROSS, as amended, dated January 10, 1992 between Fidelity Federal
      Bank, A Federal Savings Bank (Lessor) and White, Zuckerman and Warsavsky,
      Inc., Certified Public Accountants (Lessee), pertaining to those premises
      currently leased by Lessee in Lessor's building at 14455 Ventura 
      Boulevard, Sherman Oaks, California, shall terminate concurrently with the
      Commencement Date of this new Lease.

51.   Commencing on the forty-third (43rd) month of the lease term, the Base
      Rent shall increase to $1.85 per rentable square foot, for a total Base
      Rent of $17,760.00 per month.

      Rent Concession: Lessee shall receive rent-free the first (1st) thru
      seventh (7th) months of the lease term. Therefore, no advance payment of
      Base Rent shall be due upon execution of this Lease.

52.   Lessee's total required Security Deposit shall be $9,050.25, which is
      equivalent to the amount of the Security Deposit in its existing lease.
      Upon the Commencement Date of this new Lease, this $9,050.25 amount shall
      be credited to the Security Deposit requirement of the new Lease.

      Also, within fifteen (15) days following the execution of this Lease, 
      Lessee agrees to deliver to Lessor a Letter of Credit ("LOC") in the 
      amount of $252,000.00, naming Lessor as the designated beneficiary. The 
      LOC shall be obtained from a federally-insured commercial bank which is 
      in regulatory capital compliance, such as Wells Fargo Bank, Bank of 
      America or the like. The LOC shall be required for the first three (3) 
      years of the Lease term. Lessee shall pay directly to the issuer of the 
      LOC all costs in connection therewith; however, Lessor agrees to 
      reimburse Lessee the cost of the LOC for years two and three of the 
      Lease term. The form, content and cost of the LOC shall be subject to 
      Lessor's prior written approval. Lessor's right to withdraw any and all 
      funds of the LOC shall apply to any payment of rent or any other payment
      required to be made by Lessee pursuant to the Lease, which is delinquent
      and has not been paid for a period of three (3) days after written notice
      from Lessor to Lessee, as provided for in paragraph 13.1 (c) of the Lease.

53.   Lessee shall receive six (6) reserved and sixteen (16) non-reserved spaces
      for employee parking along the rear perimeter wall of the Office Building
      Project parking lot at no charge. Lessor agrees to also provide at no
      charge to Lessee, visitor parking subject to availability, as solely
      determined by Lessor.

54.   The following language shall replace the language in paragraph 3.2.1 of
      the Lease that has been deleted:

          "Possession of the Premises shall be deemed tendered to Lessee
          ('Tender of Possession') on the twentieth (20th) day of the calendar
          month immediately following the month when (1) the improvements to be
          provided by Lessor under this Lease are substantially completed, (2)
          the Building utilities are ready for use in the Premises, (3) Lessee
          has reasonable access to the Premises, (4) the Department of Building
          and Safety has approved occupancy of the Premises, and (5) ten (10)
          days shall have expired following advance written notice to Lessee of
          the matters described in (1), (2), (3) and (4) above of this
          paragraph 3.2.1."

55.   Lessor agrees that prior to Lessee's occupancy of the leased Premises,
      Lessor is to inspect and make any necessary repairs to prevent water leaks
      from the roof of the Building. In addition, Lessor shall install key-
      activated locking mechanisms in

                                      11

 
Addendum to Lease Agreement
- - ----------------------------
July 7, 1994
Page 2 of 4 pages

       the two elevators. These items shall be completed at Lessor's expense.

56.    Notwithstanding paragraphs 7.3 (a) thru (f) of the Lease, Lessee may
       install some communication device between the ground floor (outside the
       Building) and the leased Premises for after-hours use, to be installed at
       Lessee's expense, and subject to Lessor's prior written approval.

       Also, Lessee shall comply with all applicable requirements of the
       Americans With Disabilities Act ("ADA") as pertains to the leased
       Premises, including the elevator lobby area and restrooms which are
       considered a part thereof, following completion of Lessee's initial
       tenant improvements. In addition, Lessee shall ensure that "live" floor
       loads are not exceeded by the installation of Lessee's construction
       improvements, furniture, fixtures, equipment and other personal property.

57.    Notwithstanding anything to the contrary contained in paragraphs 8.7 and
       8.8 of the Lease, Lessee shall not indemnify Lessor from any loss,
       liability or expense as to which a cause was gross negligence or wilful
       misconduct on the part of Lessor.

58.    Lessor shall have water, gas and power (electricity) available on a 24-
       hours a day, seven days a week basis for normal office purposes including
       but not limited to use of duplicating machines, computers, mini-computer
       terminals, telecopy machines, telexes, communication, audio/visual
       equipment, and other uses that may require separate circuits.

       Lessor, at Lessor's expense, shall provide heating, ventilating and air
       conditioning to the leased Premises only on the following business days
       and hours :

             Monday thru Friday- 8:00 a.m. to 7:00 p.m.
             Saturday-           8:00 a.m. to 1:00 p.m.

       After-hours cost for these services shall be at Lessee's expense.
       However, such cost shall be reduced to the extent that any other lessee
       uses these services after-hours, with these cost to be prorated, and
       Lessee shall be charged only for its share of Lessor's actual cost, with
       no profit to Lessor.

       Lessor, at Lessor's expense, shall provide standard janitorial services,
       as reasonably determined by Lessor, five days per week (Monday thru
       Friday), excluding legal holidays recognized by Lessor. Lessee shall
       provide Lessor with a secured area on the Premises for the storage of
       janitorial supplies provided by Lessor.

59.    Paragraph 12.7-Lessor agrees to convey to Lessee in writing its approval
       or reasonable disapproval of any Assignment or Subletting, no more than
       twenty (20) business days following receipt of Lessee's written request,
       along with any additional information and/or documentation as reasonably
       requested by Lessor .

       Further, Lessee agrees not to assign or sublet space to a bank, savings
       and loan association, thrift and loan association, or any real estate
       mortgage lending or finance company.

60.    Pursuant to paragraph 23. of the Lease, all rent payments, notices and
       any other related correspondence are to be addressed to:

                      FIDELITY FEDERAL BANK
                      600 N. Brand Boulevard
                      P.O. Box 1631
                      Glendale, California 91203
                      Attn: Corporate Properties Department
 
      Also, a copy of all notices pertaining to termination of tenancy,
      assignment, subletting, or any matters which may give rise to a dispute
      between the parties, shall also be addressed to:

                                      12

Addendum to Lease Agreements
- - ----------------------------
July 7, 1994
Page 3 of 4 pages

                   FIDELITY FEDERAL BANK
                   600 N. Brand Boulevard
                   P.O. Box 1631
                   Glendale, California 91209
                   Attn: Legal Department

61.    Lessee, at Lessee's expense, shall be allowed to place appropriate 
       signage in the elevator lobby area of the leased Premises. Lessee may 
       not have any exterior signage on or about the Building and Common Areas.
       However, Lessor shall provide Lessee two spaces on the Building Lobby 
       Directory Board for each 1,000 rentable square feet leased by Lessee. 
       Directory strips shall be provided at Lessee's expense, but only at 
       Lessor's actual cost.

62.    Notwithstanding anything to the contrary in paragraphs 2.4, 40.1 and
       Exhibit "B" of the Lease, Lessee shall be issued electronic card key
       access cards to the Building lobby entrance, for employee access 24 hours
       a day, as approved in writing in advance by Lessor and Lessee. In
       addition, Lessee shall have access to the parking lot 24 hours a day,
       provided Lessee cooperates with Lessor's efforts to keep the lot closed
       after-hours to non-invitees.

63.    EXPANSION SPACE--During the term of this Lease, Lessee shall have the
       ---------------
       right of first refusal to lease any space that becomes available on the
       second floor of the building, provided the space is not needed for use by
       Lessor, or any subsidiary or affiliate of Lessor. Said Expansion Space
       shall be offered to Lessee on the following basis:

       (a)    Lessee shall have fifteen (15) days following Lessee's receipt of
              Lessor's written notification that the Expansion Space is, or will
              be, available, in order to notify Lessor in writing of its intent
              to lease the Expansion Space. The lease term on the Expansion
              Space shall commence no later than thirty (30) days thereafter,
              and shall run concurrent with the remainder of the term on 
              Lessee's third floor space.

       (b)    The monthly Base Rent for the Expansion Space shall be equivalent
              to the then-current per square foot rate of Lessee's third floor
              space, and shall be subject to the same future rent increase as
              set forth in paragraphs 1.7 and 51. of this Lease. Also, Lessee
              shall increase its Security Deposit by an amount equal to the
              monthly Base Rent of the Expansion Space.

       (c)    Lessee shall be entitled to two (2) additional unreserved spaces
              for employee parking for each additional 1,000 square feet
              leased, subject to proration as determined by Lessor, and in
              accordance with the applicable provisions of this Lease. However,
              in the event that Lessor determines that said additional parking
              spaces cannot be made available to Lessee, then the monthly Base
              Rent on the Expansion Space shall be reduced by $50.00 for each
              parking spaces not received by Lessee.

       (d)    Lessee shall accept the Expansion Space in its "As Is" condition,
              and shall be responsible for the expense and installation of its
              desired improvements. However, Lessee shall receive the following
              rent concessions on the Expansion Space:

               (1)    One month free rent for every 12 months of the lease term
                      on the Expansion Space, subject to proration as determined
                      by Lessor; and

               (2)    An Improvements Allowance of $.31 per square foot of
                      Expansion Space leased times the number of months during
                      which the space shall be leased by Lessee. For example, if
                      Lessee leased 1,000 square feet for a period of 48 months,
                      then the Improvements Allowance would amount to
                      $14,880.00.

       (e)    At such time as Lessee adds any such Expansion Space, Lessor and
              Lessee

                                      13

   

Addendum to Lease Agreement
- - ---------------------------
July 7, 1994
Page 4 of 4 pages
               
              shall execute an amendment, prior to Lessee taking possession of
              the Expansion Space, which sets forth the above-referenced terms
              and conditions.

64.    CONSUMMATION OF THIS LEASE IS SUBJECT TO LESSEE'S EXECUTION OF THE
       ENCLOSED "RELEASE", ATTACHED HERETO AS EXHIBIT "E".
                ---------

                                      14

 
                             STANDARD OFFICE LEASE

                                  FLOOR PLAN

                             [insert drawing here]

                                   EXHIBIT A

                                                             Initials:__________
                                                                      __________

                              FULL SERVICE--GROSS

 
                           RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE

Dated July 7, 1994
      ---------------------------------

By and Between Fidelity Federal Bank, a Federal Savings Bank (Lessor) and White,
               -----------------------------------------------------------------
               Zuckerman, Warsavsky & Luna, a California General Partnership
               -------------------------------------------------------------
               (Lessee)
               --------

                                 GENERAL RULES

   1. Lessee shall not suffer or permit the obstruction of any Common Areas, 
including driveways, walkways and stairways.

   2. Lessor reserves the right to refuse access to any persons Lessor in good 
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

   3. Lessee shall not make or permit any noise or odors that annoy or interfere
with other lessees or persons having business within the Office Building 
Project.

   4. Lessee shall not keep animals or birds within the Office Building Project,
and shall not bring bicycles, motorcycles or other vehicles into areas not 
designated as authorized for same.

   5. Lessee shall not make, suffer or permit litter except in appropriate 
receptacles for that purpose.

   6. Lessee shall not alter any lock or install new or additional locks or 
bolts.

   7. Lessee shall be responsible for the inappropriate use of any toilet rooms,
plumbing or other utilities. No foreign substances of any kind are to be 
inserted therein.

   8. Lessee shall not deface the walls, partitions or other surfaces of the 
premises or Office Building Project.

   9. Lessee shall not suffer or permit any thing in or around the Premises or 
Building that causes excessive vibration or floor loading in any part of the 
Office Building Project.

   10. Furniture, significant freight and equipment shall be moved into or out 
of the building only with the Lessor's knowledge and consent, and subject to 
such reasonable limitations, techniques and timing, as may be designated by 
Lessor. Lessee shall be responsible for any damage to the Office Building 
Project arising from any such activity.

   11. Lessee shall not employ any service or contractor for services or work to
be performed in the Building, except as approved by Lessor.

   12. Lessor reserves the right to close and lock the Building* on Saturdays,
Sundays and legal holidays, and on other days between the hours of 6:00 P.M. and
                                                                   ----
7:00 A.M. of the following day. If Lessee uses the Premises during such periods,
- - ----
Lessee shall be responsible for securely locking any doors it may have opened
for entry.  *Lobby doors and parking lot

   13. Lessee shall return all keys at the termination of its tenancy and shall 
be responsible for the cost of replacing any keys that are lost.

   14. No window coverings, shades or awnings shall be installed or used by 
Lessee, without Lessor's prior written consent, which shall not be unreasonably 
withheld.

   15. No Lessee, employee or invitee shall go upon the roof of the Building.

   16. Lessee shall not suffer or permit smoking or carrying of lighted cigars 
or cigarettes in aras reasonably designated by Lessor or by applicable 
governmental agencies as non-smoking areas.

   17. Lessee shall not use any method of heating or air conditioning other than
as provided by Lessor.

   18. Lessee shall not install, maintain or operate any vending machines upon 
the Premises without Lessor's written consent.

   19. The Premises shall not be used for lodging or manufacturing, cooking or 
food preparation.**

   20. Lessee shall comply with all safety, fire protection and evacuation 
regulations established by Lessor or any applicable governmental agency.

   21. Lessor reserves the right to waive any one of these rules or regulations,
and/or as to any particular Lessee, and any such waiver shall not constitute a 
waiver of any other rule or regulation or any subsequent application thereof to 
such Lessee.

   22. Lessee assumes all risks from theft or vandalism and agrees to keep its 
Premises locked as may be required.

   23. Lessor reserves the right to make such other reasonable rules and 
regulations as it may from time to time deem necessary for the appropriate 
operation and safety of the Office Building Project and its occupants. Lessee 
agrees to abide by these and such rules and regulations.

                                 PARKING RULES

   1. Parking areas shall be used only for parking by vehicles no longer than
full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

   2. Lessee shall not permit or allow any vehicles that belong to or are 
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or 
invitees to be loaded, unloaded, or parked in areas other than those designated 
by Lessor for such activities.

   3. Parking stickers or identification devices shall be the property of Lessor
and be returned to Lessor by the holder thereof upon termination of the holder's
parking privileges. Lessee will pay such replacement charge as is reasonably 
established by Lessor for the loss of such devices.

   4. Lessor reserves the right to refuse parking to any person or entity that 
willfully refuses to comply with the applicable rules, regulations, laws and/or 
agreements.

   5. Lessor reserves the right to relocate all or a part of parking spaces from
floor to floor, within one floor, and/or to reasonably adjacent offsite 
location(s), and to reasonably allocate them between compact and standard size 
spaces, as long as the same complies with applicable laws, ordinances and 
regulations.

   6. Users of the parking area will obey all posted signs and park only in the 
areas designated for vehicle parking.

   7. Unless otherwise instructed, every person using the parking area is 
required to park and lock his own vehicle. Lessor will not be responsible for 
any damage to vehicles, injury to persons or loss of property, all of which 
risks are assumed by the party using the parking area.

   8. Validation, if established, will be permissible only by such method or 
methods as Lessor and/or its licensee may establish at rates generally aplicable
to visitor parking.

   9. The maintenance, washing, waxing or cleaning of vehicles in the parking 
structure or Common Areas is prohibited.

   10. Lessee shall be responsible for seeing that all of its employees, agents 
and invitees comply with the applicable parking rules, regulations, laws and 
agreements.

   11. Lessor reserves the right to modify these rules and/or adopt such other 
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

   12. Such parking use as is herein provided is intended merely as a license 
only and no bailment is intended or shall be created hereby.

                                                           Initials:____________

                                                                    ____________

                             FULL SERVICE -- GROSS

                                   EXHIBIT B

                               PAGE 1 OF 1 PAGES

**Microwave oven, refrigerator, coffeemaker and vending machines acceptable for 
  employee use only. Under no circumstances may food be 

 
WORK LETTER TO STANDARD OFFICE LEASE

Dated           July 7, 1994
                -------------------------------------------------------------
 
By and Between  Fidelity Federal Bank, a Federal Savings Bank (Lessor) and 
                ------------------------------------------------------------- 
White, Zuckerman, Warsavsky & Luna, a California General Partnership (Lessee)
- - -----------------------------------------------------------------------------

The Premises shall be constructed in accordance with Lessor's Standard 
Improvements as follows:

 1. PARTITIONS

 2. WALL SURFACES       Nos. 1 thru 12.
                        --------------
 
                        To be determined in writing between Lessor and Lessee
                        within the time constraints as set forth in the
                        following paragraph 14. However, Lessor's financial
                        contribution towards these Improvements shall not exceed
                        $26.25 per rentable square foot, for a total of
                        approximately $252,000.00, which shall include the cost
                        of design fees, plans, permits, construction and
                        finishes. Lessor may also re-use some of Lessee's
                        existing second floor improvements, including but not
                        limited to light fixtures and doors.
 
 3. DRAPERIES

 4. CARPETING

 5. DOORS

 6. ELECTRICAL AND 
    TELEPHONE OUTLETS

 7. CEILING

 8. LIGHTING

 9. HEATING AND AIR
    CONDITIONING DUCTS

10. SOUND PROOFING

11. PLUMBING

                              FULL SERVICE--GROSS              Initials:_______
                                                                        _______
                                   EXHIBIT C

                               PAGE 1 OF 2 PAGES

12. ENTRANCE DOORS.

13. COMPLETION OF IMPROVEMENTS

    Lessor shall construct and complete improvements to the Premises in 
accordance with the plans and specifications prepared by Ridgeway & Associates, 
                                                         ---------------------  
dated March 8, 1994, consisting of sheets one sheet, (the "Improvements"), which
      -------------                       ---------
was approved in writing by Lessee on March 25, 1994.

14. PREPARATION OF PLANS AND SPECIFICATIONS

    Within seven days after the date of this Lease Lessor shall prepare at its
           -----
cost and deliver to Lessee for its approval two copies of preliminary plans and 
                                            ---
specifications for the completion of the Improvements, which plans and 
specifications shall itemize the work to be done by each party, including a cost
estimate of any work required of Lessor in excess of Lessor's Standard 
Improvements. Lessee shall approve said preliminary plans and specifications and
preliminary cost estimate or specify with particularity its objection thereto 
within two days following receipt thereof. Failure to so approve or disapprove 
       ---
within said period of time shall constitute approval thereof. If Lessee shall 
reject said preliminary plans and specifications either partially or totally, 
and they cannot in good faith be modified within ten (10) days after such 
rejection to be acceptable to Lessor and Lessee, this Lease shall terminate and 
neither party shall thereafter be obligated to the other party for any reason 
whatsoever having to do with this Lease, except that Lessee shall be refunded 
any security deposit or prepaid rent. The plans and specifications, when 
approved by Lessee, shall supersede any prior agreement concerning the 
Improvements.

15. CONSTRUCTION

    If Lessor's cost of constructing the Improvements to the Premises exceeds 
the cost of Lessor's Standard Improvements, Lessee shall pay to Lessor in cash 
before the commencement of such construction a sum equal to such excess.

    If the final plans and specifications are approved by Lessor and Lessee, and
Lessee pays Lessor for such excess, then Lessor shall, at its sole cost and 
expense, construct the Improvements in accordance with said approved final plans
and specifications and all applicable rules, regulations, laws or ordinances.

16. COMPLETION

    16.1 Lessor shall obtain a building permit to construct the Improvements as 
soon as possible.

    16.2 Lessor shall complete the construction of the Improvements as soon as 
reasonably possible after the obtaining of necessary building permits.

    16.3 The term "Completion," as used in this Work Letter, is hereby defined 
to mean the date the building department of the municipality having jurisdiction
of the Premises shall have made a final inspection of the Improvements and 
authorized a final release of restrictions on the use of public utilities in 
connection therewith and the same are in a broom-clean condition.

    16.4 Lessor shall use its best efforts to achieve Completion of the 
Improvements on or before the Commencement Date set forth in paragraph 1.5 of 
the Basic Lease Provisions.

    16.5 In the event that the Improvements or any portion thereof have not 
reached Completion by the Commencement Date, this Lease shall not be invalid, 
but rather Lessor shall complete the same as soon thereafter as is possible and 
Lessor shall not be liable to Lessee for damages in any respect whatsoever.

    16.6 If Lessor shall be delayed at any time in the progress of the 
construction of the Improvements or any portion thereof by extra work, changes 
in construction ordered by Lessee, or by strikes, lockouts, fire, delay in 
transportation, unavoidable casualties, rain or weather conditions, governmental
procedures or delay, or by any other cause beyond Lessor's control, then the 
Commencement Date established in paragraph 1.5 of the Lease shall be extended by
the period of such delay.

17. TERM

    Upon Completion of the Improvements as defined in paragraph 16.3 above, 
Lessor and Lessee shall execute an amendment to the Lease setting forth the date
of Tender of Possession as defined in paragraph 3.2.1 of the Lease or of actual 
taking of possession, whichever first occurs, as the Commencement Date of this 
Lease.

18. WORK DONE BY LESSEE

    Any work done by Lessee shall be done only with Lessor's prior written 
consent and in conformity with a valid building permit and all applicable rules,
regulations, laws and ordinances, and be done in a good and workmanlike manner 
with good and sufficient materials. All work shall be done only with union labor
and only by contractors approved by Lessor, it being understood that all 
plumbing, mechanical, electrical wiring and ceiling work are to be done only by 
contractors designated by Lessor.

19. TAKING POSSESSION OF PREMISES

    Lessor shall notify Lessee of the Estimated Completion Date at least ten 
(10) days before said date. Lessee shall thereafter have the right to enter the 
Premises to commence construction of any Improvements Lessee is to construct and
to equip and fixturize the Premises, as long as such entry does not interfere 
with Lessor's work. Lessee shall take possession of the Premises upon the tender
thereof as provided in paragraph 3.2.1 of the Lease to which this Work Letter is
attached. Any entry by Lessee of the Premises under this paragraph shall be 
under all of the terms and provisions of the Lease to which this Work Letter is 
attached.

20. ACCEPTANCE OF PREMISES

    Lessee shall notify Lessor in writing of any items that Lessee deems 
incomplete or incorrect in order for the Premises to be acceptable to Lessee 
within ten (10) days following Tender of Possession as set forth in paragraph 
3.2.1 of the Lease to which this Work Letter is attached. Lessee shall be deemed
to have accepted the Premises and approved construction if Lessee does not 
deliver such a list to Lessor within said number of days.

                                                             Initials:__________
                                                                      __________

                              FULL SERVICE--GROSS

                                   EXHIBIT C

                               PAGE 2 of 2 PAGES

Agreement
- - ---------
July 7, 1994
Page 1 of 3 pages
 
                                   EXHIBIT D

                                   AGREEMENT
                                   ---------

This agreement (the "Agreement") is entered into on July 7, 1994 by and between 
FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK ("FIDELITY") and WHITE, 
ZUCKERMAN, WARSAVSKY & LUNA, A CALIFORNIA GENERAL PARTNERSHIP ("WZWL") with 
reference to the following facts:

     A.  FIDELITY and WZWL are Lessor and Lessee respectively under the Standard
Office Lease-Gross dated January 10, 1992 (the "Lease") which pertains to the 
leased premises contained within the office building (the "Building") located at
14455 Ventura Boulevard, in Los Angeles (Sherman Oaks), California.

     B.  FIDELITY and WZWL have negotiated a new lease (the "New Lease") for 
different leased premises in the Building.

     NOW, THEREFORE, in consideration of the covenants and agreements set forth 
herein, and for other valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, FIDELITY and WZWL agree as follows:

     1. In consideration of the New Lease, in the event that FIDELITY, in its 
sole discretion, decides to list the Building for sale with a real estate 
broker, FIDELITY will, prior to such listing, offer WZWL the opportunity to 
purchase the Building on exactly the same sale terms, conditions and 
requirements for which the Building will be listed, except for such terms, 
conditions and requirements as pertain to the real estate broker, such as the 
amount of real estate commission to be paid.

     2. FIDELITY shall notify WZWL of the opportunity to purchase the Building 
as described in Section 1 hereof by sending notice of the sale terms, conditions
and requirements to the address provided for notice in the New Lease. Within 
fifteen (15) calendar days of FIDELITY's giving of such notice, WZWL shall 
notify FIDELITY in writing at the address provided for notices to FIDELITY in 
the New Lease of WZWL's acceptance of all sale terms, conditions and 
requirements. If such acceptance is not received by FIDELITY as provided herein,
then WZWL shall have no such opportunity to purchase the Building and this 
Agreement shall terminate, become void and be of no further force and effect, 
except as provided in Section 4 hereof.

     3. This Agreement pertains only to the first occasion after the date hereof
of a sale of the Building by FIDELITY which will be listed with a real estate
broker except as provided in Section 4 hereof. This Agreement conveys no rights
to WZWL pertaining to a sale or transfer of the Building by FIDELITY to its
parent company (Citadel Holding Corporation) or to either of their affiliates,
subsidiaries, shareholders or investors or to an entity in which such
affiliates, subidiaries, shareholders or investors have an interest, in
Fidelity's sole discretion, to directly sell the Building without listing it for
sale with a real estate broker. In the event of such a sale or transfer this
Agreement shall terminate, become void and be of no further force and effect.

 
AGREEMENT
- - ---------
July 7, 1994
Page 2 of 3 pages

   4. In the event that FIDELITY, in its sole discretion, is agreeable to 
selling the Building for a sales price (including the amount which would 
otherwise be payable as a real estate commission) which is less than the sales 
price of which FIDELITY notified WZWL pursuant to Section 2 hereof, then
FIDELITY shall notify WZWL of the opportunity to purchase the Building as
described in Section 1 hereof by sending notice of the sale terms, conditions
and requirements, (including the aforementioned lesser sales price) to the
address provided for notice in the New Lease. Within fifteen (15) calendar days
of FIDELITY's giving such notice, WZWL shall notify FIDELITY in Writing at the
address provided for notice to FIDELITY in the New Lease of WZWL's acceptance of
all of the sale terms, conditions and requirements. If such acceptance is not
received by FIDELITY as provided in this Section 5, then WZWL shall have no such
opportunity to purchase the Building and this Agreement shall terminate, become
void and be of no further force and effect. The opportunity to purchase the
Building as provided in this Section 4 shall apply only to the first occasion
when FIDELITY is agreeable to selling the Building for a sales price which is
less than the sales price of which FIDELITY notified WZWL pursuant to Section 2
hereof.

   5. Any sale of the Building pursuant to this Agreement must be fully 
completed as to all sale terms, conditions and requirements by WZWL on or before
thirty (30) calendar days of WZWL giving of notice to FIDELITY of its acceptance
of all of the sale terms, conditions and requirements. In the event that all 
terms, conditions and requirements are not completed as required in this Section
3, then WZWL shall have no opportunity to purchase the Building pursuant to this
Agreement and this Agreement shall terminate, become void and be of no further 
force and effect.

   6. This Agreement and the right provided herein to WZWL are not transferable 
or assignable by WZWL to any other natural person, partnership, association, 
corporation or other persons or entities. WZWL represents and warrants that it 
has not heretofore transferred or assigned this Agreement or the rights provided
herein to any person, partnership, association or corporation.

   7. This Agreement shall not be construed as a right of first refusal to 
purchase the Building.

   8. This Agreement is made and entered into under the laws of the State of 
California and shall be interpreted, applied and enforced under and pursuant to 
the law of said state.

   9. This Agreement sets forth the entire agreement between the parties as to 
the matters discussed herein and supersedes all prior oral and written 
agreements, negotiations, discussions or understandings between the parties with
respect thereto.

                                                          Initials:_____________

                                                                   _____________

 
AGREEMENT
- - ---------
July 7, 1994
Page 3 of 3 pages

   IN WITNESS WHEREOF, the parties have hereunto set their hands the day and 
year first above written.

FIDELITY FEDERAL BANK,                 WHITE, ZUCKERMAN, WARSAVSKY & LUNA,
A FEDERAL SAVINGS BANK                 A CALIFORNIA GENERAL PARTNERSHIP

/s/ GODFREY B EVANS                    /s/ PAUL WHITE
- - -------------------------------        -----------------------------------
 Executive Vice President              Paul White

                                       /s/ JACK ZUCKERMAN
                                       -----------------------------------
                                       Jack Zuckerman

                                       /s/ FRED WARSAVSKY
                                       -----------------------------------
                                       Fred Warsavsky

                                       /s/ BARBARA LUNA
                                       -----------------------------------
                                       Barbara Luna

 
Release
- - -------
July 7, 1994
Page 1 of 2 pages

                                   EXHIBIT E

                                    RELEASE
                                    -------

   THIS RELEASE (The "Release") is made and entered into as of this 7th day of 
July, 1994 by WHITE, ZUCKERMAN, WARSAVSKY & LUNA, A CALIFORNIA GENERAL 
PARTNERSHIP ("WZWL") with reference to the following facts:

   A. WZWL is the Lessee under the Standard Office Lease-Gross dated January 10,
1992 (the "Lease") under which Fidelity Federal Bank, a Federal Savings Bank 
("Fidelity") is the Lessor.

   B. WZWL has alleged that the premises described in Paragraph 1.2 of the Lease
were damaged on or after January 17, 1994 by water and other causes due to 
Fidelity not stopping the supply of water to the building containing such 
premises earlier than it occurred and Fidelity contends it acted reasonably and 
pursuant to its obligations under the Lease.

   C. WZWL desires to settle such controversy in the manner described below.

   NOW, THEREFORE, in consideration of the covenants and agreements set forth 
herein, and for other valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, WZWL agrees as follows:

   1. In consideration of Fidelity agreeing to terminate the Lease and enter 
into a new lease (the "New Lease") for the premises described in Recital B 
hereto, WZWL and its successors and assigns hereby release and forever discharge
Fidelity and its parent company and their current and former directors, 
officers, stockholders, representatives, agents, employees, affiliates and 
attorneys from any and all claims, demands, damages, liabilities, causes of 
action, costs, expenses, obligations, losses and promises founded either in law 
or in equity, whether known or unknown, suspected or unsuspected, directly or 
indirectly arising out of, based upon, or relating to the basis of the 
controversy referred to in the recitals set forth above or any other matter 
pertaining to the Lease.

   2. WZWL understands and agrees that this Release is being entered into in 
order to resolve all outstanding disputes between WZWL and the parties released 
in Section 1 hereof and in consideration of the valuable consideration set forth
in this Release. WZWL acknowledges that this Release effects the settlement of 
claims which are denied and contested by Fidelity and that nothing contained 
herein shall be construed as an admission of liability by Fidelity.

   3. WZWL fully understands and agrees that if any fact, understanding or 
belief with respect to which this Release is executed is found hereinafter to be
other than, or different from, any fact, understanding or belief now believed to
be true or correct, WZWL expressly accepts and assumes the risk of such possible
differences of fact and agrees that this Release shall be, and remain, 
effective, notwithstanding such difference in such fact, understanding or 
belief.
  
   4. WZWL expressly acknowledges that it has relied upon no representations, 
warranties or promises, except as herein expressly set forth, in agreeing to 
execute this Release.

   5. WZWL agrees to forever refrain and forebear from commencing or instituting
any lawsuit, arbitration, action, or other proceeding against Fidelity and the 
other parties released in Section 1 hereof based on, arising out of, or 
connected with any matters, known or unknown, existing as of the date of the 
execution of this Release.

   6. WZWL does hereby in favor of and for the benefit of the parties released 
in Section 1 hereof expressly waive any benefits accruing by reason of the 
provisions of California Civil Code Section 1542, which provides as follows:

                                                            Initials:__________

                                                                     __________

 
Release
- - -------
July 7, 1994
Page 2 of 2 pages

          "A general release does not extend to claims which the
          creditor does not know or suspect to exist in his favor at
          the time of executing the release, which if known by him
          must have materially affected his settlement with the
          debtor."

   7. WZWL represents and warrants that it has not heretofore assigned or 
transferred, or purported to assign or transfer, to any person, firm, 
corporation, partnership or entity whomsoever any claim, debt, liability, 
demand, obligation, cost, expense, action or cause of action herein released. 
WZWL agrees to indemnify and hold Fidelity harmless against any claim, debt, 
liability, demand, obligation, cost, expense (including attorney fees) action or
cause of action based on, arising out of or in connection with any such transfer
or assignment or purported transfer or assignment.

   8. This Release is made and entered into under the laws of the State of 
California and shall be interpreted, applied and enforced under and pursuant to 
the laws of said state.

   9. If any legal action is brought alleging a breach of this Release, the 
prevailing party shall be entitled to recover all costs and expenses incurred in
that action, including attorney fees.

   10. This Release sets forth the entire agreement between the parties as to 
the release of all claims discussed herein and supersedes all prior oral and 
written agreements, negotiations, discussions or understandings between the 
parties with respect thereto.

   11. This Release does not pertain to any claim WZWL pursues against Fidelity 
& Deposit Company of Maryland through the California Department of Insurance.

   IN WITNESS WHEREOF, the authorized partners of WZWL has hereunto set their 
hands the day and year first above written.

WHITE, ZUCKERMAN, WARSAVSKY & LUNA,
A CALIFORNIA GENERAL PARTNERSHIP

/s/ PAUL WHITE
- - -----------------------------------
Paul White

/s/ JACK ZUCKERMAN
- - -----------------------------------
Jack Zuckerman

/s/ FRED WARSAVSKY
- - -----------------------------------
Fred Warsavsky

/s/ BARBARA LUNA
- - -----------------------------------
Barbara Luna

 
                                   EXHIBIT F

                        INVENTORY OF PERSONAL PROPERTY
                        ------------------------------

600 N. Brand Boulevard, Glendale
- - --------------------------------

Parking Lot Vacuum/Sweeper
Exterior Building Paint
Circuit Breakers
Light Tubes and Bulbs
HVAC Filters
Ceiling Tiles
Lobby Desk and Chair
Electrical Boxes
Work Bench
Doors and Door Jams
Parking Lot Arm Card Readers and Cards
Exterior Rubber Mats
Spare Cooling Tower Motors

14455-75 Ventura Boulevard, Sherman Oaks
- - ----------------------------------------

None

 
                                                                EXHIBIT 10.28(G)

                           STANDARD OFFICE LEASE-NET

1.  BASIC LEASE PROVISIONS ("Basic Lease Provisions").

     1.1 PARTIES: This Lease, dated, for reference purposes only, July 31, 1994,
is made by and between Citadel Realty, Inc. (herein called "Lessor") and
Fidelity Federal Bank, a Federal Savings Bank (herein called Lessee").

     1.2 PREMISES: Ground floor, consisting of approximately 7,079 BOMA rentable
square feet, more or less, as defined in paragraph 2 and as shown on Exhibit "A"
hereto (the "Premises"). If BOMA measurements of rentable square footage for the
Premises vary from the numbers set forth above, an adjustment shall be made to
the rental rate per square foot set forth in paragraph 1.6 below and an
adjustment shall be made to Lessee's share of operating expenses as set forth in
paragraph 1.10.

     1.3 BUILDING: Commonly described as being located at 14455-75 Ventura
Boulevard, in the City of Sherman Oaks, County of Los Angeles, State of
California as more particularly described in Exhibit B hereto, and as defined in
paragraph 2.

     1.4  PERMITTED USE: Retail bank branch subject to paragraph 6.

     1.5 TERM: Five (5) years commencing ______________________ ("Commencement
Date") and ending ________________________________________________, as defined
in paragraph 3. Lessee's existing lease with Lessor, identified as that certain
Standard Office Lease - Net dated __________, 199, pertaining to the
premises currently leased by Lessee in Lessor's building at 14455-75 Ventura
Boulevard, Sherman Oaks, California ("Old Lease"), shall terminate concurrently
with the Commencement Date of this Lease.

     1.6  BASE RENT:  $_______ per month, payable on the first day of each
month, in advance, per paragraph 4.1.

     1.7  BASE RENT INCREASE:  On the date which is twelve (12) months from the
Commencement Date and each twelve (12) months thereafter during the term of the
Lease, the monthly Base Rent payable under paragraph 1.6 above shall be adjusted
as provided in paragraph 4.3 below.

     1.8  RENT PAID UPON EXECUTION:  Same as paragraph 1.6.

     1.9  SECURITY DEPOSIT:  One month's rent.

     1.10 LESSEE'S SHARE OF OPERATING EXPENSES: 26.94% as defined in paragraph
4.2, subject to adjustment after BOMA measurements as set forth in paragraph 1.2
above.

     1.11  OPTION TO EXTEND TERM:  One (1) five-year option to extend the term
of the Lease as described in paragraph 39.4.

                                     Page 1

2.  PREMISES, PARKING AND COMMON AREAS.

     2.1  PREMISES:  The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions.  "Building" shall include adjacent parking structures used in
connection therewith.  The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project."  Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as
the "Premises," including rights to the Common Areas as hereinafter specified.

     2.2.  VEHICLE PARKING:  So long as Lessee is not in default, and subject to
the rules and regulations attached hereto as Exhibit C, and as established by
Lessor from time to time Lessee shall be entitled to use 26.94% of the parking
spaces in the Office Building Project, free of charge; provided, however that
Lessee shall pay any and all taxes or surcharges applicable to such parking use
which may be levied by any state or local governmental agency from time to time.

     2.3  COMMON AREAS - DEFINITION.  The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including, but not limited to,
common entrances, lobbies, corridors, stairways and stairwells, public
restrooms, elevators, escalators, parking areas to the extent not otherwise
prohibited by this Lease, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, ramps, driveways, landscaped areas and decorative
walls.

     2.4  COMMON AREAS - RULES AND REGULATIONS.  Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit C with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and conform.  Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to
modify, amend and enforce said rules and regulations.  Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.

     2.5  COMMON AREAS - CHANGES.  Lessor shall have the right, in Lessor's sole
discretion, from time to time:

     (a) To make changes to the Building interior and exterior and Common Areas,
including, without limitation, changes in the location, size, shape, number and
appearance thereof, including but not limited to the lobbies, windows,
stairways, air shafts, elevators, escalators, restrooms, driveways, entrances,
parking spaces, parking areas, loading and unloading areas, ingress, egress,
discretion of traffic, decorative walls, landscaped areas and walkways;
provided, however, that Lessor shall at all times provide the parking facilities
required by applicable law (but in no event shall Lessor be required to provide
parking spaces in excess of those currently existing) and that reasonable access
to the Building shall always remain available;

     (b) To close temporarily any of the Common Areas for maintenance purposes
so long as reasonable access to the Premises remains available (without any
abatement of rent to Lessee);

                                     Page 2

     (c) To designate other land and improvements outside the boundaries of the
Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

     (d) To add additional buildings and improvements to the Common Areas;

     (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion hereof;

     (f) To do and perform such other acts and make such other changes in, to or
with respect to the Common Areas and Office Building Project as Lessor may, in
the exercise of sound business judgment deem to be appropriate.

3.  TERM.

     3.1  TERM.  The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

4.  RENT.

     4.1  BASE RENT.  Subject to adjustment as hereinafter provided in paragraph
4.3, and except as may be otherwise expressly provided in this Lease, Lessee
shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions, without any offset or deduction whatsoever.  Lessee
shall pay Lessor upon execution hereof the advance Base Rent described in
paragraph 1.8 of the Basic Lease Provisions.  Rent for any period during the
term hereof which is for less than one month shall be prorated based upon the
actual number of days of the calendar month involved.  Rent shall be payable in
lawful money of the United States to Lessor at the address stated herein or to
such other persons or at such other places as Lessor may designate in writing.

     4.2  OPERATING EXPENSES.  Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined, of
all Operating Expenses, as hereinafter defined, during each calendar year of the
term of this Lease, in accordance with the following provisions:

     (a) "Lessee's Share" is defined, for purposes of this Lease, as the
percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office Building Project.  It is understood and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision
(other than as set forth in Article 1) except in connection with an actual
change in the size of the Premises or a change in the space available for lease
in the Office Building Project.  It is further agreed that Lessee shall in no
event be entitled to a credit to or adjustment of Lessee's Share of Operating
Expenses payable hereunder, even if the ratio of Operating Expenses actually
paid by Lessee compared to total Operating Expenses actually paid by other
lessees of the Office Building Project exceeds Lessee's Share (as it might, by
way of example only and not limitation, if some leases of the Office Building
Project are made on a "gross" basis, in which case the lessees under such leases
would not directly pay any portion of the Operating Expenses).

     (b) "Operating Expenses" is defined, for purposes of this Lease, to include
all costs, if any, incurred by Lessor in the exercise of its reasonable
discretion, for:

                                     Page 3

     (i) The operation, repair, maintenance, and replacement, in neat, clean,
safe, good order and condition, of the Office Building Project, including, but
not limited to, the following:

     (aa) The Common Areas, including their surfaces, coverings, decorative
items, carpets, drapes and window coverings, and including parking areas,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
stairways, parkways, driveways, landscaped areas, striping bumpers, irrigation
systems, Common Area lighting facilities, building exteriors and roofs, fences
and gates;

     (bb) All heating, air conditioning, plumbing, electrical systems, life
safety equipment, telecommunication and other equipment used in common by, or
for the benefit of, lessees or occupants of the Office Building Project,
including elevators and escalators, lessee directories, fire detection systems
including sprinkler system maintenance and repair.

     (ii) Trash disposal, janitorial and security services;

     (iii)  Any other service to be provided by Lessor that is elsewhere in this
Lease stated to be an "Operating Expense";

     (iv) The cost of the premiums for the liability and property insurance
policies to be maintained by Lessor under paragraph 8 hereof;

     (v) The amount of the real property taxes to be paid by Lessor under
paragraph 10.1 hereof;

     (vi) The cost of water, sewer, gas, electricity, and other publicly
mandated services to the Office Building Project;

     (vii)  Labor, salaries and applicable fringe benefits and costs,materials,
supplies and tools, used in maintaining and/or cleaning the Office Building
Project and accounting and a management fee attributable to the operation of the
Office Building Project.

     (viii)  Replacing and/or adding improvements mandated by any governmental
agency and any repairs or removals necessitated thereby amortized over its
useful life according to Federal income tax regulations or guidelines for
depreciation thereof (including interest on the unamortized balance as is then
reasonable in the judgment of Lessor's accountants);

     (ix) Replacements of equipment or improvements, as amortized over such
equipment or improvement's useful life for depreciation purposes according to
federal income tax guidelines;

     (x) Environmental Damages (as hereinafter defined) to the extent not
recovered by Lessor directly from any lessees of the Office Building Project.

     (c) Operating Expenses shall not include any expenses paid by any lessee
directly to third parties, or as to which Lessor is otherwise reimbursed by any
third party, other lessee, or by insurance proceeds.

     (d) Lessee's Share of Operating Expenses shall be payable by Lessee within
ten (10) days after a reasonably detailed statement of actual expenses is
presented to Lessee by Lessor.  At Lessor's option, however, an amount may be
estimated by Lessor from time to time of Lessee's Share of annual Operating
Expenses and the same shall be payable monthly or quarterly, as Lessor shall
designate, during each calendar year of the Lease term, on the same day as the
Base Rent is due hereunder.  In the event that Lessee pays Lessor's estimate of
Lessee's 

                                     Page 4

Share of Operating Expenses as aforesaid, Lessor shall deliver to
Lessee within sixty (60) days after the expiration of each calendar year a
reasonably detailed statement showing Lessee's Share of the actual Operating
Expenses incurred during the preceding year. If Lessee's payments under this
paragraph 4.2(d) during said preceding calendar year exceed Lessee's Share as
indicated on said statement, Lessee shall be entitled to credit the amount of
such overpayment against Lessee's Share of Operating Expenses next falling due.
If Lessee's payments under this paragraph during said preceding calendar year
were less than Lessee's Share as indicated on said statement, Lessee shall pay
to Lessor the amount of the deficiency within fifteen (15) days after delivery
by Lessor to Lessee of said statement.

     (e) If, within thirty (30) days following Lessee's receipt of Lessor's
annual statement of actual Operating Expenses pursuant to subparagraph (d)
above, Lessee notifies Lessor that Lessee desires to audit Lessor's statement,
Lessor shall cooperate with Lessee to permit such audit during normal business
hours at Lessee's sole cost and expense.  If the audit shows that actual
Operating Expenses were less than the amount charged by Lessor pursuant to
subparagraph (d) above, the excess amount paid by Lessee shall immediately be
refunded by Lessor.  If the audit shows that Lessor overstated actual Operating
Expenses by more than five percent (5%), Lessor shall pay all the costs and
expenses of the audit.

     4.3  RENT INCREASE.

     4.3.1  At the times set forth in paragraph 1.7 of the Basic Lease
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease
shall be adjusted by the lesser of (i) the increase, if any, in the Consumer
Price index of the Bureau of Labor Statistics of the Department of Labor for All
Urban Consumers, (1982-84=100), "All Items," for LA/Anaheim/Riverside area,
herein referred to as "C.P.I.," since the date of this Lease and (ii) three
percent (3%), but in no event shall such new monthly Base Rent be less than the
Base Rent payable for the month immediately preceding the date for the rent
adjustment.

     4.3.2  The increase in C.P.I. set forth in paragraph 4.3.1(i) shall be
calculated as follows:  The Base Rent payable for the first month of the term of
this Lease, as set forth in paragraph 4.1 of this Lease, shall be multiplied by
a fraction the numerator of which shall be the C.P.I. of the calendar month
during which the adjustment is to take effect, and the denominator of which
shall be the C.P.I. for the calendar month in which the original Lease term
commences.

     4.3.3  In the event the compilation and/or publication of the C.P.I. shall
be transferred to any other governmental department or bureau or agency or shall
be discontinued, then the index most nearly the same as the C.P.I. shall be used
to make such calculations.  In the event that Lessor and Lessee cannot agree on
such alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in the county in which the Premises are
located, in accordance with the then rules of said association and the decision
of the arbitrators shall be binding upon the parties, notwithstanding one party
failing to appear after due notice of the proceeding.  The cost of said
Arbitrators shall be paid equally by Lessor and Lessee.

     4.3.4  Intentionally Omitted.

     4.3.5  Lessee shall continue to pay the rent at the rate previously in
effect until the increase, if any, is determined.  Within five (5) days
following the date on which the increase is determined, Lessee shall make such
payment to Lessor as will bring the increased rental current, commencing with
the effective date of such increase through the date of any rental installments
then due.  Thereafter the rental shall be paid at the increased rate.

     4.3.6  At such time as the amount of any change in rental required by this
Lease is known or determined, Lessor and Lessee shall execute an amendment to
this Lease setting forth such change.  Failure to execute any such amendment
shall not affect Lessee's obligations to pay the increased rental.

                                     Page 5

5.  SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder.
If Lessee fails to pay rent or other charges due hereunder, or otherwise
defaults with respect to any provision of this Lease, Lessor may use, apply or
retain all or any portion of said deposit for the payment of any rent or other
charge in default for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  If Lessor so uses or applies all or any
portion of said deposit, Lessee shall within ten (10) days after written demand
therefor deposit cash with Lessor in an amount sufficient to restore said
deposit to the full amount then required of Lessee.  If the monthly Base Rent
shall, from time to time, increase during the term of this Lease, Lessee shall,
at the time of such increase (other than as set forth in paragraph 4.3.1),
deposit with Lessor additional money as a security deposit so that the total
amount of the security deposit held by Lessor shall at all times bear the same
proportion to the then current Base Rent as the initial security deposit bears
to the initial Base Rent set forth in paragraph 1.6 of the Basic Lease
Provisions, Lessor shall not be required to keep said security deposit separate
from its general accounts.  If Lessee performs all of the Lessee's obligations
hereunder, said deposit, or so much thereof as has not heretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest hereunder) within thirty (30) days from the expiration of the
term hereof, and after Lessee has vacated the Premises.  No trust relationship
is created herein between Lessor and Lessee with respect to said Security
Deposit, and under no circumstances shall Lessor be required to keep the
Security Deposit separate from its other funds or in an interest-bearing
account, nor shall Lessee be entitled to any interest on such amounts regardless
of whether or not the Security Deposit is deposited in an interest-bearing
account.  Lessee's total required Security Deposit shall be $_________, which is
equivalent to the amount of monthly Base Rent state in paragraph 1.6.  Upon the
Commencement Date, the amount of $_______ shall be credited to Lessee as the
Security Deposit for this Lease from the amount of the security deposit then
remaining under the Old Lease.  The balance of any funds remaining in the
security deposit under the Old Lease shall be immediately refunded by Lessor to
Lessee, less any offsets pursuant to the terms of the Old Lease.

6.  PERMITTED USE.

     6.1  PERMITTED USE.  The Premises shall be used and occupied only for the
purpose set forth in paragraph 1.4 of the Basic Lease Provisions and for no
other purpose.

     6.2  COMPLIANCE WITH LAW.

     (a) Lessor makes no representation or warranty to Lessee regarding the
condition of the Premises or with respect to whether or not the Premises, or the
use for which Lessee will occupy the Premises, will  violate any covenants or
restrictions of record, or any applicable building code, regulation, law or
ordinance in effect on the Lease term Commencement Date or at any other time.

     (b) Lessee shall, at Lessee's expense, promptly comply with all applicable
statutes, ordinances, rules, regulations, orders, covenants and restrictions of
record, and requirements of any fire insurance underwriters or rating bureaus,
now in effect or which may hereafter come into effect, whether or not they
reflect a change in policy from that now existing, during the term or any part
of the term hereof, relating in any manner to the Premises and the occupation
and use by Lessee of the Premises.  Lessee shall conduct its business in a
lawful manner and shall not use or permit the use of the Premises or the Common
Areas in any manner that will tend to create waste or a nuisance or shall tend
to disturb other occupants of the Office Building Project.

                                     Page 6

     6.3  CONDITION OF PREMISES.

     (a) Lessor acknowledges that it is in possession of the Premises on the
Commencement Date, and Lessor  makes no representation or warranty regarding the
condition of the Premises.

     (b) Except as otherwise provided in this Lease, Lessee hereby accepts the
Premises and the Office Building Project in their condition existing as of the
Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto.  Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Lessee's
business.

7.  MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

     7.1  LESSOR'S OBLIGATIONS.  Lessor shall keep the Office Building Project,
including the Premises, interior and exterior walls, roof, and common areas, in
good condition and repair; provided, however, Lessor shall not be obligated to
paint, repair or replace wall coverings, or to repair or replace any
improvements that are not ordinarily a part of the Building or are above then
Building standards.  Except as provided in paragraph 9.5, there shall be no
abatement of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof, or on account of any interruption of services or of access to the
Premises, Building or Office Building Project.  Lessee expressly waives the
benefits of any statute now or hereafter in effect which would otherwise afford
Lessee the right to make repairs at Lessor's expense or to terminate this Lease
because of Lessor's failure to keep the Premises in good order, condition and
repair.

     7.2  LESSEE'S OBLIGATIONS.

     (a) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear.  Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards.  Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.

     (b) On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris.  Any damage or
deterioration of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance practices by Lessee.  Lessee
shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and equipment.
Except as otherwise stated in this Lease, Lessee shall leave the air lines,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.

                                     Page 7

     7.3  ALTERATIONS AND ADDITIONS.

     (a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements additions, Utility Installations or repairs in, on or
about the Premises, or the Office Building Project; provided, however, that
without the prior consent of Lessor, Lessee may make any non-structural
alteration, improvement, addition, Utility Installation or repair to the
interior of the Premises as long as it is not visible from the outside, does not
invlove puncturing, relocating or removing the roof or any existing walls, and
does not require the procurement of a building permit.  As used in this
paragraph 7.3 the term "Utility Installation" shall mean carpeting, window and
wall coverings, power panels, electrical distribution systems, lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and equipment.  At the expiration of the term, Lessor may require the removal of
any or all of said alterations, improvements, additions or Utility
Installations, and the restoration of the Premises and the Office Building
Project to their prior condition, at Lessee's expense; provided, however, that
Lessee shall have no obligation to remove the walk-in valut on the ground floor.
Should Lessor permit Lessee to make its own alterations, improvements, additions
or Utility Installations, Lessee shall use only such contractor as has been
expressly approved by Lessor, and Lessor may require Lessee to provide Lessor,
at Lessee's sole cost and expense, a lien and completion bond in an amount equal
to one and one-half times the estimated cost of such improvements, to insure
Lessor against any liability for mechanic's and materialmen's liens and to
insure completion of the work.  In addition, Lessee shall require all
contractors and subcontractors performing work at the Premises to carry workers'
compensation insurance and liability insurance in an amount reasonably
acceptable to Lessor, and Lessee shall provide copies of all such workers'
compensation and liability insurance policies or certificates to Lessor.  Should
Lessee make any alterations, improvements, additions or Utility Installations
without the prior approval of Lessor (unless such approval is not required
pursuant to the first sentence of this paragraph 7.3(a)), or use a contractor
not expressly approved by Lessor, Lessor may, at any time during the term of
this Lease, require that Lessee remove any part or all of the same.

     (b) Any alterations, improvements, additions or Utility Installations in or
about the Premises or the Office Building Project that Lessee shall desire to
make shall be presented to Lessor in written form, with proposed detailed plans.
If Lessor shall give its consent to Lessee's making such alteration,
improvement, addition or Utility Installation, the consent shall be deemed
conditioned upon Lessee acquiring a permit to do so from the applicable
governmental agencies, if required,  furnishing a copy thereof to Lessor prior
to the commencement of the work, and compliance by Lessee with all conditions of
said permit in a prompt and expeditious manner.

     (c) Lessee shall pay, when due, all claims for labor or materials furnished
or alleged to have been furnished to or for Lessee at or for use in the
Premises, which claims are or may be secured by any mechanic's or materialmen's
lien against the Premises, the Building or the Office Building Project, or any
interest therein.

     (d) Lessee shall give Lessor not less than ten (10) days' notice prior to
the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the
Building as provided by law. Lessee shall at all times keep the Premises, the
Building and the Office Building Project free and clear of liens attributable in
any way to a work of improvement commissioned by Lessee, or to the acts or
omissions of Lessee, any of Lessee's employees, agents, or contractors, or any
of their employees, agents or sub-contractors.  If Lessee shall, in good faith,
contest the validity of any such lien, claim or demand, then Lessee shall, at
its sole expense defend itself and Lessor against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against Lessor or the Premises, the Building or the Office
Building Project, upon the condition that if Lessor shall require, Lessee shall
furnish to Lessor a surety bond satisfactory to Lessor in an amount not less
than one hundred ten percent (110%) of the amount of such contested lien claim
or demand indemnifying Lessor against liability for the same and holding the
Premises, the Building and the Office Building Project free from the effect of
such lien or claim. In addition, Lessor may require Lessee to pay Lessor's
reasonable attorneys' fees and costs in participating in such action if Lessor
shall decide it is to Lessor's best interest so to do.

                                     Page 8

     (e) All alterations, improvements, additions and Utility installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and telephone or communication systems, conduit, wiring and outlets,
shall be made and done in a good and workmanlike manner and of good and
sufficient quality and materials and shall be the property of Lessor and remain
upon and be surrendered with the Premises at the expiration of the lease term,
unless Lessor requires their removal pursuant to paragraph 7.3(a).  Provided
Lessee is not in default, notwithstanding the provisions of this paragraph
7.3(e), Lessee's personal property and equipment, other than that which is
affixed to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.

     (f) Lessee shall provide Lessor with as-built plans and specifications for
any alterations, improvements, additions or Utility Installations for which a
building permit is required.

     (g)  Lessee shall be allowed to maintain any night depository or automatic
teller machines (ATM) existing on the Premises at the Commencement Date.  In
addition, Lessee may install one night depository and/or one or more ATM(s),
protruding throught the exterior walls of the Office Building Project on the
Premises, at any time furing the Term of the Lease, subject to all applicable
laws and regulations and Lessor's prior written approval, which shall not be
unreasonably withheld.  Lessor's approval shall not be deemed unreasonably
withheld if based on concerns regarding the impact of the installation of the
night depository and ATM(s) upon the structure or aesthetics of the Office
Building Project, the projected traffic flow or the safety of Lessor's and
Lessee's employees, representatives and invitees.  Subject to Lessor's ability
to withhold approval for the installation of the night depository and ATM(s) as
set forth above, Lessor shall cooperate with Lessee to install the night
depository and ATM(s) in such a manner as to provide adequate security for night
depository and ATM users.  At the expiration of the Term, Lessor may require the
removal of any night depository and ATM(s) installed by Lessee and the
restoration of the Premises to their prior condition.

     7.4  UTILITY ADDITIONS.  Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, security systems, communication systems, and fire protection and
detection systems, so long as such installations do not unreasonably interfere
with Lessee's use of the Premises.

8.  INSURANCE; INDEMNITY.

     8.1  LIABILITY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $2,000,000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor as an additional insured against liability
arising out of the use, occupancy or maintenance of the Premises.  Compliance
with the above requirement shall not, however, limit the liability of Lessee
hereunder.

     8.2  LIABILITY AND EARTHQUAKE INSURANCE-LESSOR.  Although Lessor shall not
be required to maintain any liability or earthquake insurance, any premiums for
such insurance maintained by Lessor relating to the Premises, the Building or
the Office Building Project shall be Operating Expenses hereunder.

                                     Page 9

     8.3  PROPERTY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease for the benefit of Lessee,
replacement cost all-risks insurance, including without limitation fire and
extended coverage insurance, with vandalism and malicious mischief, sprinkler
leakage and earthquake sprinkler leakage endorsements, in an amount sufficient
to cover not less than 100% of the full replacement costs, as the same may exist
from time to time, of all of Lessee's personal property, fixtures, equipment and
tenant improvements, less the amount of such standard deductibles as determined
by Lessee.

     8.4  PROPERTY INSURANCE-LESSOR.  Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal
property, fixtures, equipment or tenant improvements, in the amount of the full
replacement cost thereof, as the same may exist from time to time, utilizing
Insurance Services Office standard form, or equivalent providing protection
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, plate glass, and such other perils as
Lessor deems advisable or may be required by a lender having a lien on the
Office Building Project.  In addition, Lessor shall obtain and keep in force,
during the term of this Lease, a policy of rental value insurance covering a
period of one year, with loss payable to Lessor, which insurance shall also
cover all Operating Expenses for said period.  Lessee will not be named in any
such policies carried by Lessor and shall have no right to any proceeds
therefrom.  The policies required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid lender may determine.  In the event
that the Premises shall suffer an insured loss as defined in paragraph 9.1(f)
hereof, the deductible amounts under the applicable insurance policies shall be
deemed an Operating Expense.  Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Lessor.  Lessee shall
pay the entirety of any increase in the property insurance premium for the
Office Building Project over what it was immediately prior to the commencement
of the term of this Lease if the increase is specified by Lessor's insurance
carrier as being caused by the nature of Lessee's occupancy or any act or
omission of Lessee.

     8.5  INSURANCE POLICIES.  Lessee shall deliver to Lessor copies of
liability insurance policies required under paragraph 8.1 or certificates
evidencing the existence and amounts of such insurance within seven (7) days
after the Commencement Date of this Lease.

     Each policy required to be obtained by Lessee hereunder shall: (a) be
issued by insurers authorized to do business in the state in which the Building
is located and rated not less than financial class X, and not less than
policyholder rating A, in the most recent version of Best's Key Rating Guide, or
the equivalent rating in any other comparable guide selected by Lessor (provided
that, in any event, the same insurance company shall provide the coverages
described in paragraphs 8.1 and 8.3 above); (b) be in form reasonably
satisfactory from time to time to Lessor; (c) name Lessee as named insured
thereunder and shall name Lessor and, at Lessor's request, Lessor's mortgagees
and ground lessors of which Lessee has been informed in writing, as additional
insureds (d) not have a deductible amount exceeding Twenty-Five Thousand Dollars
($25,000.00); (e) specifically provide that the insurance afforded by such
policy for the benefit of Lessor and Lessor's mortgagees and ground lessors
shall be primary, and any insurance carried by Lessor or Lessor's mortgagees and
ground lessors shall be excess and non-contributing; (f) except for worker's
compensation insurance, contain an endorsement that the insurer waives its right
to subrogation as described in paragraph 8.6 below: and (g) contain an
undertaking by the insurer to notify Lessor (and the mortgagees and ground
lessors of Lessor who are named as additional insureds) in writing not less than
ten (10) days prior to any material change, reduction in coverage, cancellation
or other termination thereof.  Lessee agrees to deliver to Lessor, as soon as
practicable after the placing of the required insurance, but in no event later
than ten (10) days after the date Lessee takes possession of all or any part of
the Premises, certified copies of each such insurance policy (or certificates
from the insurance company evidencing the existence of such insurance and
Lessee's compliance with the foregoing provisions of this paragraph 8).  Lessee
shall cause replacement policies or certificates to be delivered to Lessor not
less than ten (10) days prior to the expiration of any such policy or policies.
If any such initial or replacement policies or certificates are not furnished
within the time(s) specified herein, Lessee shall be deemed to be in material
default under this Lease without the benefit of 

                                    Page 10

any additional notice or cure period provided herein, and Lessor shall have the
right, but not the obligation, to procure such policies and certificates at
Lessee's expense.

     8.6  WAIVER OF SUBROGATION.  Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other,
for direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to the
negligence of Lessor or Lessee or their agents, employees, contractors and/or
invitees.  If necessary all property insurance policies required under this
Lease shall be endorsed to so provide.

     8.7  INDEMNITY.  Lessee shall indemnify and hold harmless Lessor and its
officers, directors, contractors, agents, Lessor's master or ground lessor,
partners and lenders, from and against any and all claims, actions, liabilities,
costs, penalties and expenses of any kind and nature for damage to the person
(including death) or property of anyone or any entity arising from Lessee's use
of the Office Building Project, or from the conduct of Lessee's business or from
any activity, work or things done, permitted or suffered by Lessee in or about
the Premises or elsewhere and shall further indemnify and hold harmless Lessor
from and against any and all claims, costs and expenses arising from any breach
or default in the performance of any obligation on Lessee's part to be performed
under the terms of this Lease, or arising from any act or omission of Lessee, or
any of Lessee's agents, contractors, employees or invitees and from and against
all costs, attorneys' fees, expenses and liabilities incurred by Lessor as the
result of any such use, conduct, activity, work, things done, permitted or
suffered, breach, default or negligence, and in dealing reasonably therewith,
including but not limited to the defense or pursuit of any claim or any action
or proceeding involved therein; and in case any action or proceeding be brought
against Lessor by reason of any such matter, Lessee upon notice from Lessor
shall defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall cooperate with Lessee in such defense.  Lessor need not
have first paid any such claim in order to be so indemnified.  Lessee, as a
material part of the consideration to Lessor, hereby assumes all risk of damage
to property of Lessee or injury to persons, in, upon or about the Office
Building Project arising from any cause and Lessee hereby waives all claims in
respect thereof against Lessor.  Notwithstanding anything to the contrary
contained in this paragraph 8.7, Lessee shall not indemnify Lessor or any other
person from any loss, liability or expense to the extent that a cause was (i)
negligence or misconduct on the part of Lessor or any of Lessor's agents,
contractors, employees or invitees or (ii) any defect in the Office Building
Project, unless such loss, liability, expense or defect was the result of any
negligence or misconduct on the part of Lessee or any of Lessee's agents,
contractors, employees or invitees.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY.  Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.  Notwithstanding anything to the contrary contained in this paragraph
8.8, nothing contained herein shall exempt Lessor from liability which it
otherwise would have, to the extent that it is attributable to (i) negligence or
misconduct on the part of Lessor any of Lessor's agents, contractors, employeees
or invitees or (ii) any defect in the Office Building Project, unless such
liability or defect was the result of any negligence or misconduct on the part
of Lessee or any of Lessee's agents, contractors, employees or invitees.

                                    Page 11

     8.9  NO REPRESENTATION OF ADEQUATE COVERAGE.  Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.

9.  DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

     (a) "Premises Damage" shall mean if the Premises are damaged or destroyed
to any extent.

     (b) "Premises Building Partial Damage" shall mean if the Building of which
the Premises are a part is damaged or destroyed to the extent that the cost to
repair is less than fifty percent (50%) of the then Replacement Cost of the
Building.

     (c) "Premises Building Total Destruction" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent (50%)  or more of the then Replacement Cost of
the Building.

     (d) "Office Building Project Buildings" shall mean all of the buildings on
the Office Building Project site.

     (e) "Office Building Project Buildings Total Destruction" shall mean if the
Office Building Project Buildings are damaged or destroyed to the extent that
the cost of repair is fifty percent (50%) or more of the then Replacement Cost
of the Office Building Project Buildings.

     (f) "Insured Loss" shall mean damage or destruction which was caused by an
event either required to be covered by the insurance described in paragraph 8 or
for which no coverage is required by the insurance described in paragraph 8, but
for which Lessor is nonetheless insured.  The fact that an Insured Loss has a
deductible amount shall not make the loss an uninsured loss.

     (g) "Replacement Cost" shall mean the amount of money necessary to be spent
in order to repair or rebuild the damaged area to the condition that existed
immediately prior to the damage occurring, excluding all improvements made by
lessees, other than those installed by Lessor at Lessee's expense.

                                    Page 12

     9.2  PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

     (a) Insured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5, if
at any time during the Term of this Lease there is damage which is an Insured
Loss and which falls into the classification of Premises Building Partial
Damage, then Lessor shall, as soon as reasonably possible and to the extent
insurance proceeds are available and the required materials and labor are
readily available through usual commercial channels, at Lessor's expense, repair
such damage (but not Lessee's fixtures, equipment or tenant improvements
originally paid for by Lessee, unless Lessor, its employees, agents or
representatives were responsible for such damage) to its condition existing at
the time of the damage, and this Lease shall continue in full force and effect.
Notwithstanding the foregoing, in the event that such Premises Building Partial
Damage was caused by the negligent act or omission of Lessee, its agents,
employees or contractors, Lessor shall be required to repair such damage only to
the extent that insurance proceeeds are available to cover the cost of such
repiar, and any portion of the cost of repiar for which insurance proceeds are
unavailable shall be borne by Lessee.

     (b) Uninsured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the Term of this Lease there is damage which is not an
Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within sixty (60) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage.

     9.3  PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION.  Subject to the provisions of paragraphs 9.4 and 9.5, if at any
time during the term of this Lease there is damage, whether or not it is an
insured Loss, which falls into the classifications of either (i) Premises
Building Total Destruction, or (ii) Office Building Project Total Destruction,
then Lessor may at Lessor's option either (i) repair such damage or destruction
as soon as reasonably possible at Lessor's expense (to the extent the required
materials are readily available through usual commercial channels) to its
condition existing at the time of the damage, but not Lessee's fixtures,
equipment or tenant improvements unless Lessor, its employees, agents or
representatives were responsible for such damage, and this Lease shall continue
in full force and effect, or (ii) give written notice to Lessee within sixty
(60) days after the date of occurrence of such damage of Lessor's intention to
cancel and terminate this Lease, in which case this Lease shall terminate as of
the date of the occurrence of such damage.

     9.4  DAMAGE NEAR END OF TERM.

     (a) Subject to paragraph 9.4(b), if at any time during the last eighteen
(18) months of the term of this Lease there is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within thirty (30) days after the date of occurrence
of such damage.

     (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than thirty (30) days after the occurrence of an
Insured Loss falling within the classification of Premises Damage during the
last eighteen (18) months of the term of this Lease.  If Lessee duly exercises
such option during said thirty (30) day period, Lessor shall, at Lessor's
expense, repair such damage, but not Lessee's fixtures, equipment or tenant
improvements, as soon as reasonably possible and this Lease shall continue in
full force and effect.  If Lessee fails to exercise such option during said
thirty (30) day period, then Lessor may at Lessor's option terminate and cancel
this Lease as of the expiration of said thirty (30) 

                                    Page 13

day period by giving written notice to Lessee of Lessor's election to do so
within ten (10) days after the expiration of said thirty (30) day period,
notwithstanding any term or provision in the grant of option to the contrary.

     9.5  ABATEMENT OF RENT; LESSEE'S REMEDIES.

     (a) If, in the event of Premises Damage, Lessor repairs or restores the
Building or Premises pursuant to the provisions of this paragraph 9, and any
part of the Premises are not usable (including loss of use due to loss of access
or essential services), the rent payable hereunder (including Lessee's Share of
Operating Expenses) for the period during which such damage, repair or
restoration continues shall be abated to the extent in excess of rental
interruption insurance or loss insurance proceeds received by Lessor and
credited to Lessee for the Payment of rent hereunder, provided (1) the damage
was not the result of the negligence of Lessee, and (2) such abatement shall
only be to the extent to which the Premises Damage interferes with Lessee's use
of the Premises.  Except for said abatement of rent, if any, Lessee shall have
no claim against Lessor for any damage suffered by reason of any such damage,
destruction, repair or restoration.

     (b) If Lessor shall be obligated to repair or restore the Premises or the
Building under the provisions of this paragraph 9 or if Lessor elects to repair
or restore the Premises or the Building under paragraph 9.2(b), and shall not
immediately commence diligent repair or restoration efforts (including, without
limitation, submitting applications for building permits) after such occurrence,
or if Lessor shall not complete the restoration and repair (as evidenced by
receipt of a certificate of occupancy, temporary certificate of occupancy or
other relevant certification that improvements have been completed) within nine
(9) months after such occurrence (unless such failure to complete the
restoration and repair is delayed due to a force majeure event, in which case
such nine (9) month period shall be extended by the number of days that Lessor
was unable to conduct such repair and restoration efforts due to such force
majeure event), Lessee may at Lessee's option cancel and terminate this Lease by
giving Lessor written notice of Lessee's election to do so at any time prior to
the commencement or completion, respectively, of such repair or restoration.  In
such event this Lease shall terminate as of the date of such notice.
Notwithstanding the foregoing, if Lessor believes that it will be unable to
complete the restoration and repair of the Premises or the Building within nine
(9) months from the date of such occurrence, Lessor shall so notify Lessee as
soon as such determination is made by Lessor, and Lessee shall have the option
to allow Lessor a longer period of time within which to complete the restoration
or repair or to terminate the Lease upon ten (10) days written notice to Lessor.

     (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

     9.6  TERMINATION-ADVANCE PAYMENTS.  Upon termination of this Lease pursuant
to this paragraph 9, all advance rent and any advance payments made by Lessee to
Lessor, less any amounts due and owing to Lessor under the Lease, shall be
refunded to Lessee.  Lessor shall, in addition, return to Lessee so much of
Lessee's security deposit as has not theretofore been applied by Lessor.

     9.7  WAIVER.  Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

                                    Page 14

10.  REAL PROPERTY TAXES.

     10.1  PAYMENT OF TAXES.  Lessor shall pay the real property tax, as defined
in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement by Lessee of Lessee's Share of such taxes in accordance with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

     10.2  ADDITIONAL IMPROVEMENTS.  Lessee shall not be responsible for paying
any increase in real property tax specified in the tax assessor's records  and
work sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees or by Lessor for the exclusive enjoyment of
any other lessee.  Lessee shall, however, pay to Lessor at the time that
Operating Expenses are payable under paragraph 4.2(d) the entirety of any
increase in real property tax if assessed solely by reason of additional
improvements placed upon the Premises by Lessee or at Lessee's request.

     10.3  DEFINITION OF "REAL PROPERTY TAX."  As used herein, the term "real
property tax  shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Office Building Project or in any
portion thereof, as against Lessor's right to rent or other income therefrom,
and as against Lessor's business of leasing the Office Building Project.  The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge hereinabove included within the definition of "real
property tax," or (ii) the nature of which was hereinabove included within the
definition of "real property tax," or (iii) which is imposed for a service or
right not charged prior to June 1, 1978, or, if previously charged, has been
increased since June 1, 1978, or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of
ownership, or (v) which is imposed by reason of this transaction, any
modifications or changes hereto, or any transfers hereof.

     10.4  JOINT ASSESSMENT.  If the improvements or property, the taxes for
which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.5  PERSONAL PROPERTY TAXES.

     (a) Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

     (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.

                                    Page 15

11.  UTILITIES.

     11.1  SERVICES PROVIDED BY LESSOR.  Lessor shall provide heating,
ventilation, air conditioning, and janitorial service as reasonably required,
reasonable amounts of electricity for normal lighting and office machines, tap
water for reasonable and normal drinking and lavatory use, and replacement light
bulbs and/or florescent tubes and ballasts for standard overhead fixtures.
Janitorial service shall be provided Monday through Friday with the exception of
holidays designated by Lessor.  All such water, gas and electricity shall be
available to the Premises 24 hours a day, seven (7) days a week for normal
office purposes.  Costs incurred by Lessor in providing such services shall be
Operating Expenses.

     11.2  SERVICES EXCLUSIVE TO LESSEE.  Lessee shall pay for all water, gas,
heat, light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon.  If any such services are not separately
metered to the Premises, Lessee shall pay at Lessor's option, either Lessee's
Share or a reasonable proportion to be determined by Lessor of all charges
jointly metered with other premises in the Building.

     11.3  HOURS OF SERVICE.  Said services and utilities shall be provided
during the hours between 8:00 a.m. and 6:00 p.m. on Monday through Friday and
between 8:00 a.m. and 12:00 noon on Saturday or such other days or hours as may
hereafter be set forth.  Utilities and services required at other times shall be
subject to advance request and reimbursement by Lessee to Lessor of the cost
thereof.

     11.4  EXCESS USAGE BY LESSEE.  Lessee shall not make connection to the
utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the
utilities or services, including but not limited to security services, over
standard office usage for the Office Building Project.  Lessor shall require
Lessee to reimburse Lessor for any excess expenses or costs that may arise out
of a breach of this subparagraph by Lessee.  Lessor may, subject to Lessee's
consent, which shall not be unreasonably withheld, install at Lessee's expense
supplemental equipment and/or separate metering applicable to Lessee's excess
usage or loading.

     11.5  INTERRUPTIONS.  There shall be no abatement of rent and Lessor shall
not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service, when the cause thereof
was beyond Lessor's reasonable control.   In case of any such interruption,
Lessor shall immediately take all reasonable steps to restore the interrupted
utilities and services.

                                    Page 16

12.  ASSIGNMENT AND SUBLETTING.

     12.1  LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold.  Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1.  "Transfer" within the meaning of this paragraph 12 shall
include the transfer or transfers aggregating:  (a) if Lessee is a corporation,
more than fifty percent (50%) of the voting stock of such corporation or (b) if
Lessee is a partnership, more than fifty percent (50%) of the profit and loss
participation in such partnership.  Notwithstanding the foregoing to the
contrary, Lessee may assign or sublet the Premises or any portion thereof to any
affiliate or subsidiary of Lessee upon notice to Lessor, but without the consent
of Lessor.

     12.2  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

     (a) Regardless of Lessor's consent, no assignment or subletting shall
release Lessee of Lessee's obligations hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expenses, and to perform all other obligations to be
performed by Lessee hereunder.

     (b) Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment without being deemed to have
consented thereto.

     (c) Neither a delay in the approval or disapproval of such assignment or
subletting, nor the acceptance of rent, shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 of this Lease.

     (d) If Lessee's obligations under this Lease have been guaranteed by third
parties, then an assignment or sublease, and Lessor's consent thereto, shall not
be effective unless said guarantors give their written consent to such sublease
and the terms thereof.

     (e) The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee.
However, Lessor may consent to subsequent sublettings and assignments of the
sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or sublease and without obtaining their consent
and such action shall not relieve such persons from liability under this Lease
or said sublease; provided, however, such persons shall not be responsible to
the extent any such amendment or modification enlarges or increases the
obligations of the Lessee or sublessee under this Lease or such sublease.

     (f) In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or anyone else responsible for the
performance of this Lease, including the sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor or Lessee.

     (g) Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgment that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

                                    Page 17

     (h) The discovery of the fact that any financial statement relied upon by
Lessor in giving its consent to an assignment or subletting was materially false
shall, at Lessor's election, render Lessor's said consent null and void.

     (i) In no event shall Lessee enter into a sublease or assignment of the
Premises for any use other than as a retail bank branch.

     12.3  ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  Regardless
of Lessor's consent, the following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest
in all rentals and income arising from any sublease heretofore or hereafter made
by Lessee, and Lessor may collect such rent and income and apply same toward
Lessee's obligations under this Lease; provided, however, that until a default
shall occur in the performance of Lessee's obligations under this Lease, Lessee
may receive, collect and enjoy the rents accruing under such sublease.  Lessor
shall not, by reason of this or any other assignment of such sublease to Lessor
nor by reason of the collection of the rents from a sublessee, be deemed liable
to the sublessee for any failure of Lessee to perform and comply with any of
Lessee's obligations to such sublessee under such sublease.  Lessee hereby
irrevocably authorizes and directs any such sublessee, upon receipt of a written
notice from Lessor stating that a default exists in the performance of Lessee's
obligations under this Lease, to pay to Lessor the rents due and to become due
under the sublease.  Lessee agrees that such sublessee shall have the right to
rely upon any such statement and request from Lessor, and that such sublessee
shall pay such rents to Lessor without any obligation or right to inquire as to
whether such default exists and notwithstanding any notice from or claim from
Lessee to the contrary.  Lessee shall have no right or claim against said
sublessee or Lessor for any such rents so paid by said sublessee to Lessor.

     (b) No sublease entered into by Lessee shall be effective unless and until
it has been approved in writing by Lessor.  In entering into any sublease,
Lessee shall use only such form of sublease as is satisfactory to Lessor, and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent.  Any sublessee shall, by reason of entering into
a sublease under this Lease, be deemed, for the benefit of Lessor, to have
assumed and agreed to conform and comply with each and every obligation herein
to be performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing.

     (c) In the event Lessee shall default in the performance of its obligations
under this Lease, Lessor, at its option and without any obligation to do so, may
require any sublessee to attorn to Lessor, in which event Lessor shall undertake
the obligations of Lessee under such sublease from the time of the exercise of
said option to the termination of such sublease; provided, however, Lessor shall
not be liable for any prepaid rents or security deposit paid by such sublessee
to Lessee or for any other prior defaults of Lessee under such sublease.

     (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

     (e) With respect to any subletting to which Lessor has consented, Lessor
agrees to deliver a copy of any notice of default by Lessee to the sublessee.
Such sublessee shall have the right to cure a default of Lessee within three (3)
days after service of said notice of default upon such sublessee, and the
sublessee shall have a right of reimbursement and offset from and against Lessee
for any such defaults cured by the sublessee.

     (f) Notwithstanding anything to the contrary in the foregoing, fifty
percent (50%) of any rent or other economic consideration received by Lessee as
a result of an assignment or subletting which exceeds, in the 

                                    Page 18

aggregate, (i) the total rent which Lessee is obligated to pay to Lessor under
the Lease (prorated to reflect obligations allocable to any portion of the
Premises subleased), plus (ii) any reasonable and customary brokerage
commissions (not to exceed three percent (3%) of base rent payable under the
assignment or sublease), and reasonable attorneys' fees and consulting fees
actually paid by Lessee in connection with such assignment or subletting, shall
be paid to Lessor within ten (10) days after receipt thereof as additional rent
hereunder, without altering or reducing any other obligations of Lessee
hereunder.

     (g)   Notwithstanding anything to the contrary contained in this paragraph
12, Lessor shall convey to Lessee in writing its approval or reaonable
disapproval of any assignment or subletting, no more than fifteen (15) business
days following receipt of Lessee's written request, along with any additional
information and/or documentation reasonably requested by Lessor.  Lessor's
failure to respond to Lessee's request for approval of any assignment or
subletting within such fifteen (15) day period shall be conclusively deemed an
approval of such request.

     12.4  LESSOR'S EXPENSES.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable costs and expenses incurred in
connection therewith, including without limitation attorneys', architects',
engineers' and other consultants' fees.

     12.5  CONDITIONS TO CONSENT.  Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee or sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the other occupants of the Office Building Project and not in violation of
any exclusives or rights then held by other lessees, and (b) the proposed
assignee or sublessee be at least as financially responsible as Lessee was
expected to be at the time of the execution of this Lease or of such assignment
or subletting, whichever is greater.

13.  DEFAULT; REMEDIES.

     13.1  DEFAULT.  The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:

     (a) The vacation or abandonment of the Premises by Lessee.  Vacation of the
Premises shall include the failure to occupy the Premises for a continuous
period of sixty (60) days or more, whether or not the rent is paid.

     (b) The breach by Lessee of any of the covenants, conditions or provisions
of paragraphs 7.3(a),(b) or (d) (alterations), 12.1 (assignment or subletting),
13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f) (false
statement), 16(a) (estoppel certificate), 30(b) (subordination), 33 (auctions),
or 41.1 (easements), all of which are hereby deemed to be material, non-curable
defaults without the necessity of any notice by Lessor to Lessee thereof.

     (c) The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as and when due, where such failure
shall continue for a period of ten (10) days after written notice thereof from
Lessor to Lessee.  In the event that Lessor serves Lessee with a Notice to Pay
Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to
Pay Rent or Quit shall also constitute the notice required by this subparagraph.

     (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of  this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor  to 

                                    Page 19

Lessee; provided, however, that if the nature of Lessee's noncompliance is such
that more than thirty (30) days are reasonably required for its cure, then
Lessee shall not be deemed to be in default if Lessee commenced such cure within
said thirty (30) day period and thereafter diligently pursues such cure to
completion. To the extent permitted by law, such thirty (30) day notice shall
constitute the sole and exclusive notice required to be given to Lessee under
applicable Unlawful Detainer statutes.

     (e)  (i) The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as
defined in 11 U.S.C. (S) 101 or any successor statute thereto (unless, in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days; (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.  In the event that any provision of this paragraph 13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.

     (f)  The discovery by Lessor that any financial statement given to Lessor
by Lessee, or its successor in interest or by any guarantor of Lessee's
obligation hereunder, was materially false.

     13.2  LESSOR'S REMEDIES.

     (a) Termination.  In the event of any default by Lessee, in addition to any
other remedies available to Lessor under this Lease, at law or in equity, Lessor
shall have the immediate option to terminate this Lease and all rights of Lessee
hereunder.  In the event that Lessor shall elect to so terminate this Lease,
then Lessor may recover from Lessee:

               (i) the worth at the time of award of any unpaid rent which had
          been earned at the time of such termination; plus

               (ii) the worth at the time of the award of the amount by which
          the unpaid rent which would have been earned after termination until
          the time of award exceeds the amount of such rental loss that Lessee
          proves could have been reasonably avoided; plus

               (iii)  the worth at the time of award of the amount by which the
          unpaid rent for the balance of the term after the time of award
          exceeds the amount of such rental loss that Lessee proves could be
          reasonable avoided; plus

     (iv) any other amount necessary to compensate Lessor for all the detriment
proximately caused by Lessee's failure to perform its obligations under this
Lease including, but not limited to:  attorneys' fees; brokers' commissions; the
costs of refurbishment, alterations, renovation and repair of the Premises; and
removal (including the repair of damage caused by such removal) and storage (or
disposal) of Lessee's personal property, equipment, fixtures, Lessee's
alterations, additions, leasehold improvements and any other items which Lessee
is required under this Lease to remove but does not remove.

     As used in subparagraphs (i) and (ii), above, the "worth at the time of
award" is computed by allowing interest at the maximum interest rate which
Lessor is permitted by law to charge to Lessee (the "Lease Rate").  As used in
subparagraph (iii), above, the "worth at the time of award" is computed by

                                    Page 20

discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).

     (b) Re-Entry Rights.  In the event of any default by Lessee, in addition to
any other remedies available to Lessor under this Lease, at law or in equity,
Lessor shall also have the right, with or without terminating this Lease, to re-
enter the Premises and remove all persons and property from the Premises; such
property may be removed, stored and/or disposed of pursuant to this Lease or any
other procedures permitted by applicable law.  No re-entry or taking possession
of the Premises by Lessor pursuant to this paragraph 13.2(b), and no acceptance
of surrender of the Premises or other action on Lessor's part, shall be
construed as an election to terminate this Lease unless a written notice of such
intention be given to Lessee or unless the termination thereof be decreed by a
court of competent jurisdiction.

     (c) Continuation of Lease.  In the event of any default by Lessee, in
addition to any other remedies available to Lessor under this Lease, at law or
in equity, Lessor shall have the right to continue this Lease in full force and
effect, whether or not Lessee shall have abandoned the Premises.  The foregoing
remedy shall also be available to Lessor pursuant to California Civil Code
Section 1951.4 and any successor statute thereof in the event Tenant has
abandoned the Premises.  In the event Lessor elects to continue this Lease in
full force and effect pursuant to this paragraph 13.2(c), then Lessor shall be
entitled to enforce all of its rights and remedies under this Lease, including
the right to recover rent as it becomes due.  Lessor's election not to terminate
this Lease pursuant to this paragraph 13.2(c) or pursuant to any other provision
of this Lease, at law or in equity, shall not preclude Lessor from subsequently
electing to terminate this Lease or pursuing any of its other remedies.

     (d) Rights and Remedies Cumulative.  All rights, options and remedies of
Lessor contained in this paragraph 13.2 and elsewhere in this Lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Lessor shall have the right to pursue any one or all of such
remedies or any other remedy or relief which may be provided by law or in
equity, whether or not stated in this Lease.  Nothing in this paragraph 13.2
shall be deemed to limit or otherwise affect Lessee's indemnification of Lessor
pursuant to any provision of this Lease.

     13.3  DEFAULT BY LESSOR.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no event later than thirty (30) days after written notice by Lessee to Lessor
and to the holder of any first Mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligation;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.

     13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expenses or other sums due
hereunder will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Lessor by the terms of any mortgage or trust
deed covering the Office Building Project.  Accordingly, if any installment of
Base Rent, Operating Expenses, or any other sum due from Lessee shall not be
received by Lessor or Lessor's designee within fifteen (15) days after such
amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to 5% of such overdue amount.  The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late payment by Lessee.
Acceptance of such late charge by Lessor shall in no event constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

                                    Page 21

14.  CONDEMNATION.  If the Premises or any portion thereof or the Office
Building Project are taken under the power of eminent domain, or sold under the
threat of the exercise of said power (all of which are herein called
"condemnation"), this Lease shall terminate as to the part so taken as of the
date the condemning authority takes title or possession, whichever first occurs;
provided that if so much of the Premises or the Office Building Project are
taken by such condemnation as would substantially and adversely affect the
operation and profitability of Lessee's business conducted from the Premises,
Lessee shall have the option, to be exercised only in writing within thirty (30)
days after Lessor shall have given Lessee written notice of such taking (or in
the absence of such notice, within thirty (30) days after the condemning
authority shall have taken possession), to terminate this Lease as of the date
the condemning authority takes such possession.  If Lessee does not terminate
this Lease in accordance with the foregoing, this Lease shall remain in full
force and effect as to the portion of the Premises remaining, except that the
rent and Lessee's Share of Operating Expenses shall be reduced in the proportion
that the floor area of the Premises taken bears to the total floor area of the
Premises.  Common Areas taken shall be excluded from the Common Areas usable by
Lessee and no reduction of rent shall occur with respect thereto or by reason
thereof.  Lessor shall have the option in its sole discretion to terminate this
Lease as of the taking of possession by the condemning authority, by giving
written notice to Lessee of such election within thirty (30) days after receipt
of notice of a taking by condemnation of any part of the Premises or the Office
Building Project.  Any award for the taking of all or any part of the Premises
or the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee.  For that purpose the
cost of such improvements shall be amortized over the original term of this
Lease excluding any options.  In the event that this Lease is not terminated by
reason of such condemnation, Lessor shall to the extent of severance damages
received by Lessor in connection with such condemnation, repair any damage to
the Premises caused by such condemnation except to the extent that Lessee has
been reimbursed therefor by the condemning authority.  Lessee shall pay any
amount in excess of such severance damages required to complete such repair.

15.  INTENTIONALLY OMITTED.

16.  ESTOPPEL CERTIFICATE.

     (a) Each party (as "responding party") shall at any time upon not less than
ten (10) business days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed, and (iii) in the case of Lessee, certify as to such
other matters as may be requested by Lessor or by a prospective purchaser or
encumbrancer of all or any part of the Office Building Project.  Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Office Building Project or of the business of Lessee.

     (b) At the requesting party's option, the failure to deliver such statement
within such time shall be a material default of this Lease by the party who is
to respond, without any further notice to such party, or it shall be conclusive
upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there
are no uncured defaults in the requesting party's performance, (iii) if 

                                    Page 22

Lessor is the requesting party, not more than one month's rent has been paid in
advance, and (iv) if Lessor is the requesting party, there are no remaining
obligations of the requesting party under this Lease yet to be performed.

17.  LESSOR'S LIABILITY.  The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a Lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in this Lease, in the event of any transfer of such title or
interest, Lessor herein named (and in case of any subsequent transfers then the
grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18.  SEVERABILITY.  The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19.  INTEREST ON PAST-DUE OBLIGATIONS.  Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due.  Payment of such interest
shall not excuse or cure any default by Lessee under this Lease; provided,
however, that interest shall not be payable on late charges incurred by Lessee
nor on any amounts upon which late charges are paid by Lessee.

20.  TIME OF ESSENCE.  Time is of the essence with respect to the obligations to
be performed under this Lease.

21.  ADDITIONAL RENT.  All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expense and any other expenses payable by Lessee hereunder shall be deemed to be
rent.

22.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS.  This Lease contains all
agreements of the parties with respect to any matter mentioned herein.  No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective.  This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification.  Except  as otherwise
stated in this Lease, Lessee hereby acknowledges that neither the real estate
broker listed in paragraph 15 hereof nor any cooperating broker on this
transaction nor the Lessor or any employee or agents of any of said persons has
made any oral or written warranties or representations to Lessee relative to the
condition or use by Lessee of the Premises or the Office Building Project and
Lessee acknowledges that Lessee assumes all responsibility regarding the
Occupational Safety Health Act, the legal use and adaptability of the Premises
and the compliance thereof with all applicable laws and regulations in effect
during the term of this Lease.

23.  NOTICES.  Any notice required or permitted to be given hereunder shall be
in writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be.  In addition, a copy of all notices
pertaining to any event of default, termination of tenancy or any matters which
may give rise to a dispute between the parties shall also be delivered to Lessee
at:  Fidelity Federal Bank, 600 North Brand Boulevard, P.O. Box 1631, Glendale,
California 91209, Attention:  Legal Department.  Mailed notices shall be deemed
given upon actual receipt at the address required, or forty-eight hours
following 

                                    Page 23

deposit in the mail, postage prepaid, whichever first occurs.  Either
party may by notice to the other specify a different address for notice purposes
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes.  A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24.  WAIVERS.  No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.  Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee.  The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent so
accepted, regardless of Lessor's knowledge of such preceding breach at the time
of acceptance of such rent.

25.  RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26.  HOLDING OVER.  If Lessee, with Lessor's consent, remains in possession of
the Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be one hundred twenty percent (120%) of the rent payable immediately
preceding the termination date of this Lease, and all Options, if any, granted
under the terms of this Lease shall be deemed terminated and be of no further
effect during said month to month tenancy.

27.  CUMULATIVE REMEDIES.  No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28.  COVENANTS AND CONDITIONS.  Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29.  BINDING EFFECT; CHOICE OF LAW.  Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors and assigns.  This Lease shall be governed by the laws of the State
of California applicable to contracts to be wholly performed within such State.

30.  SUBORDINATION.

     (a) This Lease, and any Option or right of first refusal granted hereby, at
Lessor's option, shall, without the necessity of Lessee or any other party
executing any additional documentation, be subordinate to any ground lease,
mortgage, deed of trust, or any other hypothecation or security now or hereafter
placed upon the Office Building Project and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof.  If any mortgagee, trustee or ground lessor
shall elect to have this Lease and any Options granted hereby prior to the lien
of its mortgage, deed of trust or ground lease, and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
mortgage, deed of 

                                    Page 24

trust or ground lease whether this Lease or such Options are dated prior or
subsequent to the date of said mortgage, deed of trust or ground lease or the
date of recording thereof.

     (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be; provided, however, that Lessor must use best efforts to secure from
lender a nondisturbance agreement containing provisions which are reasonable and
customary for commercial leasing transactions.  Lessee's failure to execute such
documents within fifteen (15) days after written demand shall constitute a
material default by Lessee hereunder without further notice to Lessee.

31.  ATTORNEYS' FEES.

     31.1  If either party named herein bring an action to enforce the terms
hereof or declare rights hereunder, the prevailing party in any such action,
trial or appeal thereon, shall be entitled to his reasonable attorneys' fees to
be paid by the losing party as fixed by the court in the same or a separate
suit, and whether or not such action is pursued to decision or judgment.

     31.2  The attorneys' fee award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred in good faith.

     31.3  Lessor shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notices of default
and consultations in connection therewith, whether or not a legal action is
subsequently commenced in connection with such default.

32.  LESSOR'S ACCESS.

     32.1  Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purpose of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises.  Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last one
hundred twenty (120) days of the term hereof place on or about the Premises any
ordinary "For Lease" signs.

     32.2  All activities of Lessor pursuant to this paragraph shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

     32.3  Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forceable or unlawful entry or
detainer of the Premises or an eviction.  Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent.  Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of 

                                    Page 25

reasonableness in determining whether to grant such consent. The holding of any
auction on the Premises or Common Areas in violation of this paragraph shall
constitute a material default of this Lease.

34.  SIGNS.  Lessee shall not place any additional permanent sign upon the
Premises or the Office Building Project without Lessor's prior written consent;
provided, however, that Lessee may replace any currently existing permanent sign
upon the Premises or the Office Building Project with the consent of Lessor,
which consent shall not be unreasonably withheld.  Under no circumstances shall
Lessee place a sign on any roof of the Office Building Project.  Notwithstanding
the foregoing, Lessee shall be allowed to maintain, and Lessor hereby approves
of, all permanent signs existing on the Premises and the Office Building Project
as of the Commencement Date.  Additionally, Lessee shall be entitled to affix
its other customary signs, advertising placards, names, insignia, trademarks and
other descriptive materials to the interior of the Premises in accordance with
the signage plan attached hereto as Exhibit "D" (except that signs notifying
Lessee's customers of branch holiday closings may be placed on the entrance
doors to the Premises and the doors from the Premises to the Building lobby);
provided, that all such signs, advertising placards, and other descriptive
materials shall be commercially printed and shall occupy no more than ten
percent (10%) of the interior surface area of the glass on the Premises.

35.  MERGER.  The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36.  CONSENTS.  Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37.  GUARANTOR.  In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38.  QUIET POSSESSION.  Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.  The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding an ownership interest in the
Office Building Project.

39.  OPTIONS.

     39.1  DEFINITION.  As used in this paragraph the word "Option" means the
right or option to extend the term of this Lease or to renew this Lease.

     39.2  OPTIONS PERSONAL.  Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease. The  

                                    Page 26

Options, if any, herein granted to Lessee are not assignable separate and
apart from this Lease, nor may any Option be separated from this Lease in any
manner, either by reservation or otherwise.

     39.3  EFFECT OF DEFAULT ON OPTIONS.

     (a) Lessee shall have no right to exercise an Option, notwithstanding any
provision in the grant of Option to the contrary, (i) during the time commencing
from the date Lessor gives to Lessee a notice of default pursuant to paragraph
13.1(c) or 13.1(d) and continuing until the noncompliance alleged in said notice
of default is cured, or (ii) during the period of time commencing on the day
after a monetary obligation to Lessor is due from Lessee and unpaid (without any
necessity for notice thereof to Lessee) and continuing until the obligation is
paid, or (iii) in the event that Lessor has given to Lessee three or more
notices of default under paragraph 13.1(c), or paragraph 13.1(d), whether or not
the defaults are cured, during the 12-month period of time immediately prior to
the time that Lessee attempts to exercise the subject Option, (iv) if Lessee has
committed any non-curable breach, including without limitation those described
in paragraph 13.1(b), or is otherwise in default of any of the terms, covenants
or conditions of this Lease.

     (b) The period of time within which an Option may be exercised shall not be
extended or enlarged by reason of Lessee's inability to exercise an Option
because of the provisions of paragraph 39.4(a).

     (c) All rights of Lessee under the provisions of an Option shall terminate
and be of no further force of effect, notwithstanding Lessee's due and timely
exercise of the Option, if, after such exercise and during the term of this
Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee for a
period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1(d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, (iii)
Lessor gives to Lessee three or more notices of default under paragraph 13.1(c),
or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if Lessee
has committed any non-curable breach, including without limitation those
described in paragraph 13.1(b), or is otherwise in default of any of the terms,
covenants and conditions of this Lease.

     39.4  OPTION TO EXTEND TERM.  Lessee shall have the Option to extend the
term of this Lease on the terms set forth in this Lease, except for Base Rent,
for one (1) five-year term (an "extended term") following expiration of the
initial Term of the Lease, by giving written notice of exercise of the Option
(the "option notice") to Lessor at least six (6) months, but no more than nine
(9) months before the expiration of the Term, at an annual Base Rent equal to
the higher of the "fair market rental rate" or the prevailing Base Rent payable
by Lessee in the twelve (12) months immediately preceding the extended term.
The "fair market rental rate" shall mean and refer to the monthly rental rate
then being charged for non-renewal, non-expansion, then-current, comparable,
non-sublease, non-encumbered, non-equity space for retail bank branch use
(collectively, "Comparable Space") in reasonably equivalent first class
commercial office buildings in the Sherman Oaks-Encino area, similarly improved,
taking into consideration the floor level on which the Premises are located,
existing tenant improvements or, if no such improvements exist, allowances
provided or to be provided for such comparable space, rental abatement
concessions, if any, the length of the relevant term, the extent of services to
be provided to the Premises, the date as of which the fair market rental rate is
to become effective, and any other relevant terms or conditions.  In order to
determine the fair market rental rate for purposes hereof, Lessor shall provide
written notice of the fair market rental rate not later than thirty (30) days
after the last day on which the option notice may be given by Lessee.  Lessee
shall have fifteen (15) days ("Lessee's Review Period") after receipt of
Lessor's notice within which to accept such fair market rental rate or to
reasonably object thereto in writing.  Failure of Lessee to so object to the
fair market rental rate submitted by Lessor in writing within Lessee's Review
Period shall conclusively be deemed its approval thereof.  In the event Lessor
objects to the fair market rental rate submitted by Lessor, Lessor and Lessee
shall attempt in good faith to reach agreement on such fair market rental rate
within fifteen (15) days following Lessee's Review Period (the "Outside
Agreement Date"), after which each party's determination shall be 

                                    Page 27

submitted to appraisal as follows. Lessor and Lessee shall each appoint one
independent appraiser who shall be a real estate professional who shall have
been active over the five (5) year period ending on the date of such appointment
in the leasing of commercial properties in the Sherman Oaks-Encino area. The
determination of the appraisers shall be limited solely to the issue of whether
Lessor's or Lessee's submitted fair market rental rate for the ground floor of
the Premises is the closest to the actual fair market rental rate for the ground
floor of the Premises as determined by the appraisers, taking into account the
requirements for Comparable Space outlined above. Such decision shall be based
upon the projected prevailing fair market rental rate as of the commencement
date of the extended term. Each appointed appraiser shall within ten (10) days
of the date of the appointment of the last appraiser agree upon and appoint a
third appraiser who shall be qualified under the same criteria set forth
hereinabove for the qualification of the initial two (2) appraisers. The three
(3) appraisers shall within thirty (30) days of the appointment of the third
appraiser reach a decision as to whether the parties shall use Lessor's or
Lessee's submitted fair market rental rate, and shall notify the parties
thereof. The decision of the majority of the three (30) appraisers shall be
binding upon Lessor and Lessee. If either Lessor or Lessee fails to appoint an
appraiser within the time period specified hereinabove, the appraiser appointed
by one of them shall reach a decision based upon the same procedures as set
forth above and shall notify Lessor and Lessee thereof, and such appraiser's
decision shall be binding upon Lessor and Lessee. If the two (2) appraisers fail
to agree upon and appoint a third appraiser, both appraisers shall submit the
limited issue of choosing a third appraiser to arbitration under the provisions
of the American Arbitration Association, based upon the same procedures as set
forth above. The cost of the appraisers and/or of the arbitration shall be paid
by the losing party.

40.  SECURITY MEASURES -- LESSOR'S RESERVATIONS.

     40.1  Lessor hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project.  Lessee assumes all
responsibility for the protection of Lessee, its agents and invitees and the
property of Lessee and of Lessee's agents and invitees from acts of third
parties.  Nothing contained herein shall prevent Lessor, at Lessor's sole
option, from providing security protection for the Office Building Project or
any part thereof, in which event the cost thereof shall be included within the
definition of Operating Expenses, as set forth in paragraph 4.2(b).
Notwithstanding anything to the contrary contained in this Lease, Lessor and
Lessee further acknowledge that Lessor shall have no responsibility or liability
for the security or safety of Lessee's employees or customers utilizing the
night depositories or ATM(s) installed on the Premises.

     40.2  Without limiting its rights at law or elsewhere under this Lease,
Lessor shall have the following rights:

     (a) To change the name, address or title of the Office Building Project or
building in which the Premises are located upon not less than 90 days' prior
written notice;

     (b) To, at Lessee's expense, provide and install Building standard graphics
on the door of the Premises and such portions of the Common Areas as Lessor
shall reasonably deem appropriate;

     (c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given herein;

     (d)` To place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the buildings or the Office
Building Project or on pole signs in the Common Areas.

     40.3  Lessee shall not:

                                    Page 28

     (a) Use a representation (photographic or otherwise) of the Building or the
Office Building Project or their name(s) in connection with Lessee's business;

     (b) Suffer or permit anyone, except in emergency, to go upon the roof of
the Building.

41.  EASEMENTS.

     41.1  Lessor reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, and
to cause the recordation of Parcel Maps and restrictions, so long as such
easements, rights, dedications, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

     41.2  The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42.  INTENTIONALLY OMITTED.

43.  LESSOR'S RIGHT TO PERFORM.  Except as specifically provided otherwise in
this Lease, all covenants and agreements by Lessee under this Lease shall be
performed by Lessee at Lessee's sole cost and expense and without any abatement
or offset of rent.  If Lessee shall fail to pay any sum of money (other than
Basic Rent) or perform any other act on its part to be paid or performed
hereunder and such failure shall continue for three (3) days with respect to
monetary obligations (or ten (10) days with respect to non-monetary obligations)
then, notwithstanding anything to the contrary provided elsewhere herein, after
Lessee's receipt of written notice thereof from Lessor, Lessor may, without
waiving or releasing Lessee from any of Lessee's obligations, make such payment
or perform such other act on behalf of Lessee.  All sums so paid by Lessor and
all necessary incidental costs incurred by Lessor in performing such other acts,
together with interest at the Lease Rate and any reasonable administrative fee
charged by Lessor, shall be payable by Lessee to Lessor within five (5) days
after demand therefor as additional rent.   Notwithstanding the foregoing, in
the event of an emergency, Lessor shall have the right without notice to Lessee,
to immediately perform any obligation of Lessee hereunder.  The foregoing rights
are in addition to any and all remedies available to Lessor upon Lessee's
default as described in paragraph 13.2.

44.  LIMITATION ON LESSOR'S LIABILITY.  Notwithstanding anything contained in
this Lease to the contrary, the obligations of Lessor under this Lease
(including any actual or alleged breach or default by Lessor) do not constitute
personal obligations of the individual partners, directors, officers or
shareholders of Lessor or Lessor's partners, and Lessee shall not seek recourse
against the individual partners, directors, officers or shareholders of Lessor
or Lessor's partners, or any of their personal assets for satisfaction of any
liability with respect to this Lease.  In addition, in consideration of the
benefits accruing hereunder to Lessee and notwithstanding anything contained in
this Lease to the contrary, Lessee hereby covenants and agrees for itself and
all of its successor and assigns that the liability of Lessor for its
obligations under this Lease (including any liability as a result of any actual
or alleged failure, breach or default hereunder by Lessor), shall be limited
solely to, and Lessee's and its successors' and assigns' sole and exclusive
remedy shall be against, Lessor's interest in the Office Building Project and
proceeds therefrom, and no other assets of Lessor.

45.  TOXIC MATERIALS.

                                    Page 29

     (a)  Definitions.

          For purposes of this paragraph 45, "Hazardous Material" shall mean any
substance:

          (i) the presence of which requires investigation or remediation under
any federal, state or local statute, regulation, ordinance, order, action or
policy; or

          (ii) which is or becomes defined as a "hazardous waste" or "hazardous
substance" under any federal, state or local statute, regulation, ordinance or
amendments thereto including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601
et seq.) and or the Resource Conservation and Recovery Act (42 U.S.C. section
6901 et seq.); or

          (iii)  which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes
regulated by any governmental authority, agency, department, commission, board,
agency or instrumentality of the United States, the State of California or any
political subdivision thereof; or

          (iv) the presence of which on the Premises, Building or Office
Building Project causes or threatens to cause a nuisance upon the Premises,
Building or Office Building Project or to adjacent properties or poses or
threatens to pose a hazard to the Premises, Building or Office Building Project
or to the health or safety of persons on or about the Premises, Building or
Office Building Project; or

          (v) without limitation which contains gasoline, diesel fuel or other
petroleum hydrocarbons; or

          (vi) without limitation which contains polychlorinated bipheynols
(PCBs), asbestos or urea formaldehyde foam insulation; or

          (vii)  which is or becomes defined as "medical waste" under the
Medical Waste Management Act (Health & Safety Code Sections 25015-25099.3).

          For purposes of this paragraph 45, "Environmental Requirements" means
all applicable present and future statutes, regulations, rules, ordinances,
codes, licenses, permits, orders, approvals, plans, authorizations, concessions,
franchises and similar items, of all governmental agencies, departments,
commissions, boards, bureaus or instrumentalities of the United States, states
and political subdivisions thereof and all applicable judicial and
administrative and regulatory decrees, judgments and orders relating to the
protection of human health or the environment, including without limitation:

          (i) all requirements, including but not limited to those pertaining to
reporting, licensing, permitting, investigation and remediation of emissions,
discharges, releases or threatened releases of "Hazardous Materials," chemical
substances, pollutants, contaminants or hazardous or toxic substances, materials
or wastes whether solid, liquid or gaseous in nature, into the air, surface
water, groundwater or land, or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
chemical substances, pollutants, contaminants or hazardous or toxic substances,
materials, or wastes, whether solid, liquid or gaseous in nature; and

          (ii) all requirements pertaining to the protection of the health and
safety of employees or the public.

                                    Page 30

          For purposes of this paragraph 45, "Environmental Damages" means all
claims, judgments, damages, losses, penalties, fines, liabilities (including
strict liability), encumbrances, liens, costs and expenses of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of
any good faith settlement of judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorneys' fees and disbursements and consultants' fees,
any of which are incurred at any time as a result of the existence on or after
the date upon which Lessee takes possession of the Premises (the "Possession
Date") of "Hazardous Material" upon, about, beneath the Premises, Building or
Office Building Project or migrating or threatening to migrate to or from the
Premises, Building or Office Building Project or the existence of a violation of
"Environmental Requirements" pertaining to the Premises, Building or Office
Building Project, regardless of whether the existence of such "Hazardous
Material" or the violation of "Environmental Requirements" arose prior to the
present ownership or operation of the Premises, Building or Office Building
Project, and including without limitation:

          (i) damages for personal injury, or injury to property or natural
resources occurring upon or off of the Premises, Building or Office Building
Project, foreseeable or unforeseeable, including, without limitation, lost
profits, consequential damages, the cost of demolition and rebuilding of any
improvements on real property, interest and penalties including but not limited
to claims brought by or on behalf of employees of Lessee, with respect to which
Lessee waives any immunity to which it may be entitled under any industrial or
worker's compensation laws;

          (ii) fees incurred for the service of attorneys, consultants,
contractors, experts, laboratories and all other costs incurred in connection
with the investigation or remediation of such "Hazardous Materials" or violation
of "Environmental Requirements" including, but not limited to, the preparation
of any feasibility studies or reports or the performance of any cleanup,
remedial, removal, response, abatement, containment, closure, restoration or
monitoring work required by any federal, state or local governmental agency or
political subdivision, or reasonably necessary to make full economic use of the
Premises, Building or Office Building Project or any other property or otherwise
expended in connection with such conditions, and including without limitation
any attorneys' fees, costs and expenses incurred in enforcing this Lease or
collection of any sums due hereunder;

          (iii)  liability to any third person or governmental agency to
indemnify such person or agency for costs expended in connection with the items
referenced in subparagraph (ii) herein; and

          (iv) diminution in the value of the Premises, Building or Office
Building Project, and damages for the loss of business and restriction on the
use of or adverse impact on the marketing of rentable or usable space or of any
amenity of the Premises, Building or Office Building Project.

          (b)  Lessee's Obligations.

          Lessee, at its sole cost and expense, shall comply with all
Environmental Requirements relating to the storage, use and disposal of all
Hazardous Materials, including those materials identified in Sections 66680
through 66685 of Title 22 of the California Administrative Code, Division 4,
Chapter 30 ("Title 22") as the same may be amended from time to time.  If Lessee
does store, use or dispose of any Hazardous Materials, Lessee shall notify
Lessor in writing at least ten (10) days prior to the first appearance of such
materials on the Premises, Building or Office Building Project, and Lessor shall
have the right to disapprove of Lessee's use thereof on the Premises (provided
that Lessor's failure to disapprove thereof shall not constitute Lessor's
approval thereof or excuse Lessee from complying with the terms of this
paragraph 45), and Lessee's failure to so notify Lessor shall constitute a
default under this Lease.  Lessee shall be solely responsible for and shall
protect, defend, indemnify, and hold Lessor, its agents and contractors harmless
from and against all Environmental Damages arising out of or in connection with
the storage, use and disposal of Hazardous Materials by Lessee, its officers,
employees, agents, 

                                    Page 31

representatives, servants, sublessees, concessionaires, licensees, contractors,
invitees or permittees. If the presence of Hazardous Materials on the Premises,
Building or Office Building Project caused or permitted by Lessee results in
contamination or deterioration of water or soil resulting in a level of
contamination greater than the levels established by any governmental agency
having jurisdiction over such contamination, then Lessee shall, at its sole cost
and expense, promptly take any and all action necessary to clean up such
contamination if required by law or as a condition to the issuance or continuing
effectiveness of any governmental approval which relates to the use of the
Premises, Building or Office Building Project. If at any time prior to the
expiration of the Lease term, Lessor shall reach a reasonable good faith
determination that Lessee or its officers, employees, agents, representatives,
servants, sublessees, concessionaires, licensees, contractors, invitees or
permittees have at any time violated any Environmental Requirements, discharged
any Hazardous Material onto the Premises, Building or Office Building Project,
or surrounding areas or otherwise subjected Lessor or the Office Building
Project to liability for Environmental Damages, then Lessor shall have the right
to require Lessee to conduct appropriate tests of water and soil and to deliver
to Lessor the result of such tests to demonstrate that no contamination in
excess of legally permitted levels has occurred as a result of Lessee's use of
the Premises, Building or Office Building Project. If the presence of Hazardous
Materials on the Premises, Building or office Building Project is caused or
permitted by Lessee or its officers, employees, agents, representatives,
servants, sublessees, concessionaires, licensees, contractors, invitees or
permittees such that Lessor or Lessee becomes obligated to conduct the necessary
clean-up of such contamination as required above, then, Lessee shall further be
solely responsible for, and shall protect, defend, indemnify and hold Lessor,
its agents and contractors harmless from and against all claims, costs and
liabilities, including actual attorneys' fees, expert witness fees and costs,
arising out of or in connection with any removal, cleanup and restoration work
and materials required hereunder to return the Premises, Building or office
Building Project and any other property of whatever nature to conditions which
existed prior to Lessee's use thereof and which are within acceptable levels
according to all Environmental Requirements or any other Federal, State or local
governmental requirements. Lessee's obligations hereunder shall survive the
expiration or earlier termination of this Lease.

46.  INTENTIONALLY OMITTED.

47.  AUTHORITY.   Lessee and Lessor, and each individual executing this Lease on
behalf of such entity, represent and warrant that such individual is duly
authorized to execute and deliver this Lease on behalf of said entity.  Lessee
and Lessor shall, within thirty (30) days after execution of this Lease, deliver
to one another evidence of such authority.

48.  CONFLICT.  Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the computer-generated, typewritten or handwritten provisions,
if any, shall be controlled by the computer-generated, typewritten or
handwritten provisions.

49.  NO OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

50.  INTENTIONALLY OMITTED.

51.  MULTIPLE PARTIES.  If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

                                    Page 32

52.  INTENTIONALLY OMITTED.

53.  ATTACHMENTS.  Attached hereto are the following documents which constitute
a part of this Lease:

          EXHIBIT A -- Premises

          EXHIBIT B -- Legal Description

          EXHIBIT C -- Rules and Regulations

          EXHIBIT D -- Signage Plan

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

                 LESSOR                                       LESSEE

                                    Page 33

CITADEL REALTY, INC                        FIDELITY FEDERAL BANK, FSB 

By __________________________________      By __________________________________

       Its___________________________            Its____________________________

By___________________________________      By___________________________________

       Its___________________________            Its____________________________

Executed at__________________________      Executed at__________________________

on __________________________________      on __________________________________

                                    Page 34

Address:  600 North Brand Boulevard        
          P.O. Box 1631                    
          Glendale, California  91209      
          Attention:  President           

Address:  600 North Brand Boulevard
          P.O. Box 1631
          Glendale, California  91209                                    
          Attention:  Corporate Properties Department
                           
                                    Page 35

                                   EXHIBIT A

                             STANDARD OFFICE LEASE

                                   FLOOR PLAN

                                    Page 36

                                   EXHIBIT C

                           RULES AND REGULATIONS FOR

                             STANDARD OFFICE LEASE

TO THE EXTENT ANY PROVISION OF THESE RULES AND REGULATIONS CONFLICTS WITH THE
     TERMS OF THE LEASE, THE PROVISIONS OF THE LEASE SHALL PREVIAL.

                                 GENERAL RULES

     1.  Lessee shall not suffer or permit the obstruction of any Common Areas,
including driveways, walkways and stairways.

     2.  Lessor reserves the right to refuse access to any persons Lessor in
good faith judges to be a threat to the safety, reputation, or property of the
Office Building Project and its occupants.

     3.  Lessee shall not make or permit any noise or odors that annoy or
interfere with other lessees or persons having business within the Office
Building Project.

     4.  Lessee shall not keep animals or birds within the Office Building
Project, and shall not bring bicycles, motorcycles or other vehicles into areas
not designated as authorized for same.

     5.  Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

     6.  No sign, advertisement of notice shall be displayed, printed or affixed
on or to the Premises or to the outside or inside of the Building or so as to be
visible from outside the Premises or Building without Lessor's prior written
consent.  Lessor shall have the right to remove any non-approved sign,
advertisement or notice, without notice to and at the expense of Lessee, and
Lessor shall not be liable in damages for such removal.  All approved signs or
lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Lessee by Lessor or by a person selected by Lessor and in a
manner and style acceptable to Lessor.

     7.  The sidewalks, halls, passages, exits, entrances, elevators and
stairways and other portions of the common areas shall not be obstructed by
Lessee or used for any purpose other than for ingress and egress from Lessee's
Premises.

     8.  Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein.

                                    Page 37

     9.  Lessee shall not overload the floor of the Premises or mark, drive
nails, screw or drill into the partitions, ceilings or floor or in any way
deface the Premises nor shall Lessee suffer or permit any thing in or around the
Premises or Building that causes excessive vibration or floor loading in any
part of the Office Building Project.

     10.  Lessor shall have the right to prescribe the weight, size and position
of all safes and other heavy equipment brought into the Building, except for the
existing ground floor walk-in vault.  The times and manner of moving the same in
and out of the Building shall be prescribed by Lessor, and all such moving must
be done under the supervision of Lessor.  Lessor may exclude from the Building
any such heavy or bulky equipment or articles, the weight of which may exceed
the floor load for which the Building is designed, or such equipment or articles
as may violate any provisions of the Lease of which these rules and regulations
are a part.  Lessee shall not use any machinery or other bulky articles on the
Premises, even though its installation may have been permitted, which may cause
any noise, or jar, or tremor in the floors or walls, or which by its weight
might injure the floor of the Building.  Safes or other heavy equipment shall,
as considered necessary by Lessor, stand on a platform of such thickness as is
necessary to properly distribute the weight.

     11.  Lessee shall not use or keep in the Premises, Building or Office
Building Project any kerosene, gasoline or inflammable, explosive or combustible
fluid or material, or use any method of heating or air-conditioning other than
that supplied by Lessor.

     12.  Lessee shall not lay linoleum, tile, carpet or other similar floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Lessor.

     13.  Lessee shall cooperate with Lessor in obtaining maximum effectiveness
of the cooling system by closing drapes when the sun's rays fall directly on
windows of the Premises.  Lessee shall not obstruct, alter, or in any way impair
the efficient operation of Lessor's heating, ventilating and air-conditioning
system.  Lessee shall not tamper with or change the setting of any thermostats
or control valves.

     14.  The Premises shall not be used for manufacturing or for the storage of
merchandise.  Lessee shall not, without Lessor's prior written consent, occupy
or permit any portion of the Premises to be occupied or used for the manufacture
or sale of liquor or tobacco in any form, or as a barber or manicure shop, or as
an employment bureau.  The Premises shall not be used for lodging or sleeping or
for any improper, objectionable or immoral purpose.  No auction shall be
conducted on the Premises.

     15.  Lessee shall not make, or permit to be made, any unseemly or
disturbing noises, or disturb or interfere with occupants of the Building, the
Office Building Project or neighboring buildings or premises or those having
business with it by the use of any musical instrument, radio, phonographs or
unusual noise, or in any other way.

     16.  No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking (except in microwave ovens for
consumption by Lessee's employees) shall be done or permitted by any lessee in
the Premises, except that the preparation of coffee, tea, hot chocolate and
similar items for lessees, their employees and visitors shall be permitted.  No
lessee shall cause or permit any unusual or objectionable odors to be produced
in or permeate from or throughout the Premises.

     17.  The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any lessee, nor shall any
bottles, parcels or other articles be placed on the windowsills.

                                    Page 38

     18.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any lessee, nor shall any changes be made in existing
locks or the mechanisms thereof unless Lessor is first notified thereof, gives
written approval, and is furnished a key therefor.  Each lessee must, upon the
termination of its tenancy, give the Lessor all keys of stores, offices, or
toilets and toilet rooms, either furnished to, or otherwise procured by, such
lessee, and in the event of the loss of any keys so furnished, such lessee shall
pay Lessor the cost of replacing the same or of changing the lock or locks
opened by such key if Lessor shall deem it necessary to make such change.

     19.  Lessor shall have the right to prohibit any advertising by any lessee
which, in Lessor's opinion, tends to impair the reputation of the Building or
the Office Building Project or its desirability as an office building and upon
written notice from Lessor any lessee shall refrain from and discontinue such
advertising.

     20.  Any person employed by any lessee to do janitorial work shall, while
in the Building or the Office Building Project and outside of the Premises, be
subject to and under the control and direction of the office of the Office
Building Project (but not as an agent or servant of Lessor, and the lessee shall
be responsible for all acts of such persons).

     21.  No air conditioning unit or other similar apparatus shall be installed
or used by any lessee without the prior written consent of Lessor.  Lessee shall
pay the cost of all electricity used for air conditioning in the Premises if
such electrical consumption exceeds normal office requirements or is
attributable to after hours use, regardless of whether additional apparatus is
installed pursuant to the preceding sentence.

     22.  There shall not be used in any space, or in the public halls of the
Building, either by any lessee or others, any hand trucks except those equipped
with rubber tires and side guards.

     23.  All electrical ceiling fixtures hung in offices or spaces along the
perimeter of the Building must be florescent and/or of a quality, type, design
and bulb color approved by Lessor.  Lessee shall not permit the consumption in
the Premises of an average of more than 21/2 watts per net usable square foot in
the Premises in respect of office lighting nor shall Lessee permit the
consumption in the Premises of more than 11/2 watts per net usable square foot
of space in the Premises in respect of the power outlets therein, at any one
time.  In the event that such limits are exceeded, Lessor shall have the right
to remove any lighting fixture or any florescent tube or bulb therein as it
deems necessary and/or to charge Lessee for the cost of the additional
electricity consumed.

     24.  Lessee shall be responsible for the inappropriate use of any toilet
rooms, plumbing or other utilities.  No foreign substances of any kind are to be
inserted therein.

     25.  Lessee shall not deface the walls, partitions or other surfaces of the
Premises or Office Building Project.

     26.  Furniture, significant freight and equipment shall be moved into or
out of the Building only with Lessor's knowledge and consent, and subject to
such reasonable limitations, techniques and timing, as may be designated by
Lessor.  Lessee shall be responsible for any damage to the Office Building
Project arising from any such activity.

     27.  Lessee shall not employ any service or contractor for services or work
to be performed in the Building, except as approved by Lessor.

     28.  Lessor reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays, and on other days between the hours of 8 P.M. and
6:30 A.M. of the following day, or such other hours as Lessor may determine.  If
Lessee uses the Premises during such periods, Lessee shall be responsible for
securely 

                                    Page 39

locking any doors it may have opened for entry and shall be required to pay such
fee for HVAC and other services as may be charged by Lessor.

     29.  No window coverings, shades or awnings shall be installed or used by
Lessee.

     30.  No Lessee, employee or invitee shall go upon the roof of the Building.

     31.  Lessee shall not suffer or permit smoking or carrying of lighted
cigars or cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.

     32.  Lessee shall not use any method of heating or air conditioning other
than as provided by Lessor.

     33.  Lessee shall not install, maintain or operate any vending machines
upon the Premises without Lessor's written consent, other than those currently
on the Premises for the exclusive use of Lessee and its employees and any
replacements thereof.

     34.  The Premises shall not be used for lodging or manufacturing.

     35.  Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

     36.  Lessor reserves the right to waive any one of these rules or
regulations, and/or as to any particular Lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Lessee.

     37.  Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.

     38.  Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and its occupants.  Lessee
agrees to abide by these and such rules and regulations.

     39.  All doors opening onto public corridors shall be kept closed, except
when being used for ingress and egress.

     40.  The requirements of lessees will be attended to only upon application
to the Office of the Building.

     41.  Canvassing, soliciting and peddling in the Building are prohibited and
each lessee shall cooperate to prevent the same.

                                 PARKING RULES

     1.  Parking areas shall be used only for parking by vehicles no longer than
full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

                                    Page 40

     2.  Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

     3.  Parking stickers or identification devices shall be the property of
Lessor and be returned to Lessor by the holder thereof upon termination of the
holder's parking privileges.  Lessee will pay such replacement charge as is
reasonably established by Lessor for the loss of such devices.

     4.  Lessor reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.

     5.  Lessor reserves the right to relocate all or a part of parking spaces
from floor to floor, within one floor, and/or to reasonably adjacent offsite
locations(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.

     6.  Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.

     7.  Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle.  Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

     8.  Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

     9.  The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.

     10.  Lessee shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.

     11.  Lessor reserves the right to modify these rules and/or adopt such
other reasonable and non-discriminatory rules and regulations as it may deem
necessary for the proper operation of the parking area.

     12.  Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.

     13.  Lessor or its agent may tow or otherwise remove any vehicles which are
parked illegally in the parking areas, which are parked in the parking areas for
more than seventy-two (72) consecutive hours without Lessor's prior written
consent or which constitute a nuisance or annoyance to other users of the Office
Building Project or parking areas.  Such towing shall be at the sole cost and
expense of the lessee which is in any way responsible for the presence of such
vehicle in the parking area (for example, if the vehicle is parked by any
particular lessee's invitee, customer or employer, such lessee shall be
responsible for the cost of towing such vehicle).

                                    Page 41

                                   EXHIBIT C

                      WORK LETTER TO STANDARD OFFICE LEASE

Dated: _________________________________________

By and Between:_________________________________________________________________

1.  The Premises shall be constructed in accordance with Lessor's Standard
Improvements, which are described on Schedule C-1 attached hereto.

2.   COMPLETION OF IMPROVEMENTS

     Lessor shall construct and complete the Premises substantially in
accordance with the plans and specifications prepared by_______________________
_______________________________________________________________________________,
dated ___________________________________, consisting of sheets _______________.

3.  PREPARATION OF PLANS AND SPECIFICATIONS

     Within ________________ days after the date of this Lease, Lessor shall
prepare at its cost and deliver to Lessee for its approval _____________________
copies of preliminary plans and specifications for the completion of the
Premises, which plans and specifications shall itemize the work to be done by
each party, including a cost estimate of any work required of Lessor in excess
of Lessor's Standard Improvements.  Lessee shall approve said preliminary plans
and specifications and preliminary cost estimate or specify with particularity
its objection thereto within _________________ days following receipt thereof.
Failure to so approve or disapprove within said period of time shall constitute
approval thereof.  If Lessee shall reject said preliminary plans and
specifications either partially or totally, and they cannot in good faith be
modified within ten (10) days after such rejection to be acceptable to Lessor
and Lessee, this Lease shall terminate and neither party shall thereafter be
obligated to the other party for any reason whatsoever having to do with this
Lease, except that Lessee shall be refunded any security deposit or prepaid
rent.  The plans and specifications, when approved by Lessee, shall supersede
any prior agreement concerning the Improvements.

4.  CONSTRUCTION

     If Lessor's cost of constructing the Improvements in the Premises exceeds
Lessor's Standard Improvements, Lessee shall pay to Lessor in cash before the
commencement of such construction a sum equal to such excess.

     If the final plans and specifications are approved by Lessor and Lessee and
pays Lessor for such excess, then Lessor shall, at its sole cost and expense,
construct the Improvements substantially in accordance with said approved final
plans and specifications and all applicable rules, regulations, laws or
ordinances.

5.  COMPLETION

                                    Page 42

     5.1  Lessor shall obtain a building permit to construct the Improvements as
soon as possible.

     5.2  Lessor shall complete the construction of the Improvements as soon as
reasonably possible after the obtaining of necessary building permits.

     5.3  The term "Completion," as used in this Work Letter, is hereby defined
to mean the date the building department of the municipality having jurisdiction
of the Premises shall have made a final inspection of the Improvements and
authorized a final release of restrictions on the use of public utilities in
connection therewith and the same are in a broom-clean condition.

     5.4  Lessor shall use its best efforts to achieve Completion of the
Improvements on or before the Commencement Date set forth in paragraph 1.5 of
the Basic Lease Provisions or within one hundred eighty (180) days after Lessor
obtains the building permit from the applicable building department, whichever
is later.

     5.5  In the event that the Improvements or any portion thereof have not
reached Completion by the Commencement Date, this Lease shall not be invalid,
but rather Lessor shall complete the same as soon thereafter as is possible and
Lessor shall not be liable to Lessee for damages in any respect whatsoever.

     5.6  If Lessor shall be delayed at any time in the progress of the
construction of the Improvements or any portion thereof by extra work, changes
in construction ordered by Lessee, or by strikes, lockouts, fire, delay in
transportation, unavoidable casualties, rain or weather conditions, governmental
procedures or delay, or by any other cause beyond Lessor's control, then the
Commencement Date established in paragraph 1.5 of the Lease shall be extended by
the period of such delay.

                                    Page 43

                                   EXHIBIT D

               1455 Ventura Boulevard, Sherman Oaks, California

       Scope of Work for the Restoration of the Above Referenced Property

EARTHQUAKE REPAIRS/STRUCTURAL DRAWINGS

MacKintosh & MacKintosh
     dated May 16, 1994
Delta Drawings sheets 1-12

FIDELITY FEDERAL BANK BRANCH

Architectural Drawings by Shappell & Jennings
     dated May 27, 1994; revised July 18, 1994
Sheets     T-1, T-2.
           A-1, A-2, A-3, A-4, A-5, A-6, A-7

LSW Engineers
     dated May 27, 1994
Sheets     P-1, P-2, P-3.
           M-1, M-2, M-3.
           E-1, E-2, E-3, E-4, E-5.

HVAC EQUIPMENT REPLACEMENT

V & M Electrical Engineers
     dated June 10, 1994
Sheets     E-1, E-2

WHITE, ZUCKERMAN, WARSAVSKY & LUNA -- Common Areas, Restrooms -- 2nd and 3rd 
Floors, 2nd Floor Corridor, and ATM Installation

Ridgway & Associates Architects
     dated June 1, 1994; revised June 13, 1994
Sheets     ML1, 3.1, 3.2, 3.3, 3.4.
           D.101, D.102, D.201.
           PD101, PD301, PD302, PD201, PD202.
           E-1, E-2, E-3, E-4.
           M-1, M-2.
           ATM.101, ATM.102, ATM.103.
           SP1, SP2, SP3, SP4.

The finish schedule for the Branch and common areas, including the lobby, has 
not been submitted or approved as of this date. The optionee will be presented 
with these finish schedules for the optionee's consent which will not be 
unreasonably withheld.

                                    Page 44

 
                                   EXHIBIT G

                               SERVICE CONTRACTS
                               -----------------

600 N. Brand Boulevard, Glendale
- - --------------------------------

Elevators Maintenance                  United States Elevator Corp.
                                       7711 Paramount Boulevard
                                       Pico Rivera, CA 90660

Emergency Generator Maintenance        Hill's Generator Systems
                                       775 W. 16th Street
                                       Costa Mesa, CA 92627

Fire Extinguishers Annual Maintenance  Aldis Fire Protection
                                       17251 Orozco Street
                                       Granada Hills, CA 91344

Fire Sprinkler System Maintenance      Tele-Fire of California, Inc.
                                       3035 N. Coolidge Avenue
                                       Los Angeles, CA 90039

Janitorial Services                    Enterprise Building Maintenance
                                       P.O Box 1128
                                       Pasadena, CA 91102

Landscape Services                     David Ioppini
                                       22936 Tupelo Ridge Drive
                                       Valencia, CA 91354

Rubbish Pick-up                        America Waste Industries
                                       P.O. Box 23316
                                       Los Angeles, CA 90023

Security Patrol (Night-time)           Armguard
                                       P.O. Box 4754
                                       Glendale, CA 91222

 
14455-75 Ventura Boulevard, Sherman Oaks
- - ----------------------------------------

Elevators Maintenance                  United States Elevator Corp.
                                       7711 Paramount Boulevard
                                       Pico Rivera, CA 90660

Exterminator                           Western Exterminator
                                       14708 Keswick Street
                                       Van Nuys, CA 94105

Fire Extinguishers Annual Maintenance  Aldis Fire Protection
                                       17251 Orozco Street
                                       Granada Hills, CA 91344

Janitorial Services                    Enterprise Building Maintenance
                                       P.O. Box 1128
                                       Pasadena, CA 91102

Landscape Services                     David Ioppini
                                       22936 Tupelo Ridge Drive
                                       Valencia, CA 91354

Rubbish Pick-up                        Waste Management of Sun Valley
                                       P.O. Box 549
                                       Sun Valley, CA 91352

Time and Temperature Signs Maintenance Integrated Sign Associates
                                       7020 Hayvenhurst Avenue, Suite F
                                       Van Nuys, CA 91406

                                       2

 
                                                                EXHIBIT 10.28(H)

                           STANDARD OFFICE LEASE-NET

1.  BASIC LEASE PROVISIONS ("Basic Lease Provisions").

     1.1  PARTIES:  This Lease, dated, for reference purposes only,  _______,
1994, is made by and between Citadel Realty, Inc. (herein called "Lessor") and
Fidelity Federal Bank, a Federal Savings Bank (herein called Lessee").

     1.2  PREMISES:  The entire Building (as described in paragraph 1.3),
including the Ground Floor, consisting of 7,079 BOMA rentable square feet and
the second and third floors, consisting of approximately 19,200 BOMA rentable
square feet, more or less, as defined in paragraph 2 and as shown on Exhibit "A"
hereto (the "Premises").

     1.3  BUILDING:  Real property and improvements thereon commonly described
as being located at 14455-75 Ventura Boulevard, in the City of Sherman Oaks,
County of Los Angeles, State of California, as more particularly described in
Exhibit "B" hereto, and as defined in paragraph 2.  The Premises are sometimes
referred to herein as the Building or the Office Building Project.

     1.4  PERMITTED USE: Retail bank branch on the ground floor of the Building
and general office use on the second and third floors of the Building, subject
to paragraph 6.

     1.5  TERM:  Commencing on ________, 199__ (the "Commencement Date") and
ending on the later of (i) the date which is seven (7) years from the
Commencement Date and (ii) the date of the expiration of that certain lease for
space in the Premises with White, Zuckerman, Warsavsky & Luna, a California
general partnership, attached hereto as Exhibit F.

     1.6  BASE RENT: $29,958.06 per month (26,279 rentable square feet x $1.14
per square foot), payable on the first day of each month, in advance, commencing
on the Commencement Date, per paragraph 4.1.

     1.7  BASE RENT INCREASE:  On the date which is twelve (12) months from the
Commencement Date and each twelve (12) months thereafter during the term of the
Lease, the monthly Base Rent payable under paragraph 1.6 above shall be adjusted
as provided in paragraph 4.3 below.

     1.8  RENT PAID UPON EXECUTION: Same as paragraph 1.6.

     1.9  SECURITY DEPOSIT:  One month's rent.

     1.10  OPTION TO EXTEND TERM:  Two (2) five-year options to extend the term
of the Lease for the ground floor only, as described in paragraph 39.5.

                                     Page 1

2.  PREMISES, PARKING AND COMMON AREAS.

     2.1  PREMISES:  The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions.  "Building" shall include adjacent parking area used in connection
therewith.  The Premises, the Building and the Common Areas, the land upon which
the same are located, along with all other buildings and improvements thereon or
thereunder, are herein collectively referred to as the "Office Building
Project."  Lessor hereby leases to Lessee and Lessee leases from Lessor for the
term, at the rental, and upon all of the conditions set forth herein, the real
property referred to in the Basic Lease Provisions, paragraph 1.2, as the
"Premises," including rights to the Common Areas as hereinafter specified.

     2.2.  VEHICLE PARKING:  So long as Lessee is not in default, and subject to
the rules and regulations attached hereto as Exhibit C, and as established by
Lessor from time to time, Lessee shall be entitled to use all of the parking
spaces in the Office Building Project free of charge; provided, however, that
Lessee shall pay any and all taxes or surcharges applicable to such parking use
which may be levied by any state or local governmental agency from time to time.

     2.2.1  If Lessee commits, permits or allows any of the prohibited
activities, described in the Lease or the rules then in effect, then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove or tow away the vehicle involved and charge
the cost to Lessee, which cost shall be immediately payable upon demand by
Lessor.

     2.3  COMMON AREAS - DEFINITION.  The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including, but not limited to,
common entrances, lobbies, corridors, stairways and stairwells, public
restrooms, elevators, escalators, parking areas to the extent not otherwise
prohibited by this Lease, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, ramps, driveways, landscaped areas and decorative
walls.

     2.4  COMMON AREAS - RULES AND REGULATIONS.  Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit C with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and conform.  Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to
modify, amend and enforce said rules and regulations.  Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.

     2.5  COMMON AREAS - CHANGES.  Lessor shall have the right, in Lessor's sole
discretion, from time to time:

     (a) To make changes to the Building interior and exterior and Common Areas,
including, without limitation, changes in the location, size, shape, number and
appearance thereof, including but not limited to the lobbies, windows,
stairways, air shafts, elevators, escalators, restrooms, driveways, entrances,
parking spaces, parking areas, loading and unloading areas, ingress, egress,
discretion of traffic, decorative walls, landscaped areas and walkways;
provided, however, that Lessor shall at all times provide the parking facilities
required by applicable 

                                     Page 2

law (but in no event shall Lessor be required to provide
parking spaces in excess of those currently existing) and that reasonable access
to the Building shall always remain available.

     (b) To close temporarily any of the Common Areas for maintenance purposes
so long as reasonable access to the Premises remains available (without any
abatement of rent to Lessee);

     (c) To designate other land and improvements outside the boundaries of the
Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

     (d) To add additional buildings and improvements to the Common Areas;

     (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion hereof;

     (f) To do and perform such other acts and make such other changes in, to or
with respect to the Common Areas and Office Building Project as Lessor may, in
the exercise of sound business judgment deem to be appropriate.

3.  TERM.

     3.1  TERM.  The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

     3.2  LESSEE IN POSSESSION.  Lessee hereby acknowledges that it has
possession of the Premises as of the Commencement Date, although the Premises
are not currently habitable.  The parties hereby acknowledge and agree that the
Premises were substantially damaged in the January 17, 1994 Northridge
earthquake and that it will be Lessee's responsibility under this Lease to
repair and rehabilitate the Premises and to complete the tenant improvements
required for Lessee's occupancy under that certain Lease with White, Zuckerman,
Warsavsky & Luna, a California general partnership, attached hereto as Exhibit
"F" for occupancy by such tenant, all in accordance with any and all applicable
laws, regulations and requirements of federal, state and local governmental
entities .  All such repair and rehabilitation shall be performed at Lessee's
sole cost and expense in accordance with the terms and conditions set forth on
Exhibit "D" hereto.

                                     Page 3

4.  RENT.

     4.1  BASE RENT.  Subject to adjustment as hereinafter provided in paragraph
4.3, and except as may be otherwise expressly provided in this Lease, Lessee
shall pay to Lessor commencing with the Commencment Date the Base Rent for the
Premises set forth in paragraph 1.6 of the Basic Lease Provisions, without any
offset or deduction whatsoever.  Lessee shall pay Lessor upon execution hereof
the advance Base Rent described in paragraph 1.8 of the Basic Lease Provisions.
Rent for any period during the term hereof which is for less than one month
shall be prorated based upon the actual number of days of the calendar month
involved.  Rent shall be payable in lawful money of the United States to Lessor
at the address stated herein or to such other persons or at such other places as
Lessor may designate in writing.

                                     Page 4

     4.2  OPERATING EXPENSES.  Subject to any provisions of this Lease requiring
Lessor to maintain or repair the Premises, Lessee shall pay or otherwise be
responsible for all expenses associated with the operation of the Premises
during the term of this Lease.

     4.3  RENT INCREASE.

     4.3.1  At the times set forth in paragraph 1.7 of the Basic Lease
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease
shall be adjusted by the lesser of (i) the increase, if any, in the Consumer
Price index of the Bureau of Labor Statistics of the Department of Labor for All
Urban Consumers, (1982-84=100), "All Items," for LA/Anaheim/Riverside area,
herein referred to as "C.P.I.," since the date of this Lease and (ii) three
percent (3%), but in no event shall such new monthly Base Rent be less than the
Base Rent payable for the month immediately preceding the date for the rent
adjustment.

     4.3.2  The increase in C.P.I. set forth in paragraph 4.3.1(i) shall be
calculated as follows:  The Base Rent payable for the first month of the term of
this Lease, as set forth in paragraph 4.1 of this Lease, shall be multiplied by
a fraction the numerator of which shall be the C.P.I. of the calendar month
during which the adjustment is to take effect, and the denominator of which
shall be the C.P.I. for the calendar month in which the original Lease term
commences.

     4.3.3  In the event the compilation and/or publication of the C.P.I. shall
be transferred to any other governmental department or bureau or agency or shall
be discontinued, then the index most nearly the same as the C.P.I. shall be used
to make such calculations.  In the event that Lessor and Lessee cannot agree on
such alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in the county in which the Premises are
located, in accordance with the then rules of said association and the decision
of the arbitrators shall be binding upon the parties, notwithstanding one party
failing to appear after due notice of the proceeding.  The cost of said
Arbitrators shall be paid equally by Lessor and Lessee.

     4.3.4  INTENTIONALLY OMITTED.

     4.3.5  Lessee shall continue to pay the rent at the rate previously in
effect until the increase, if any, is determined.  Within thirty (30) days
following the date on which the increase is determined, Lessee shall make such
payment to Lessor as will bring the increased rental current, commencing with
the effective date of such increase through the date of any rental installments
then due.  Thereafter the rental shall be paid at the increased rate.

     4.3.6  At such time as the amount of any change in rental required by this
Lease or any  extension thereof (other than as set forth in paragraph 4.3.1) is
known or determined, Lessor and Lessee shall execute an amendment to this Lease
setting forth such change.  Failure to execute any such amendment shall not
affect Lessee's obligations to pay the increased rental.

5.  SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder.
If Lessee fails to pay rent or other charges due hereunder, or otherwise
defaults with respect to any provision of this Lease, Lessor may use, apply or
retain all or any portion of said deposit for the payment of any rent or other
charge in default for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  If Lessor so uses or applies all or any
portion of said deposit, Lessee shall within ten (10) days after written demand
therefor 

                                     Page 5

deposit cash with Lessor in an amount sufficient to restore said
deposit to the full amount then required of Lessee.  If the monthly Base Rent
shall, from time to time, increase during the term of this Lease, Lessee shall,
at the time of such increase (other than as set forth in paragraph 4.3.1),
deposit with Lessor additional money as a security deposit so that the total
amount of the security deposit held by Lessor shall at all times bear the same
proportion to the then current Base Rent as the initial security deposit bears
to the initial Base Rent set forth in paragraph 1.6 of the Basic Lease
Provisions.  Lessor shall not be required to keep said security deposit separate
from its general accounts.  If Lessee performs all of the Lessee's obligations
hereunder, said deposit, or so much thereof as has not heretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest hereunder) within thirty (30) days after the expiration of the
term hereof, and after Lessee has vacated the Premises.  No trust relationship
is created herein between Lessor and Lessee with respect to said Security
Deposit, and under no circumstances shall Lessor be required to keep the
Security Deposit separate from its other funds or in an interest-bearing
account, nor shall Lessee be entitled to any interest on such amounts regardless
of whether or not the Security Deposit is deposited in an interest-bearing
account.

6.  PERMITTED USE.

     6.1  PERMITTED USE.  The Premises shall be used and occupied only for the
purpose set forth in paragraph 1.4 of the Basic Lease Provisions and for no
other purpose.

     6.2  COMPLIANCE WITH LAW.

     (a) Lessor makes no representation or warranty to Lessee regarding the
condition of the Premises or with respect to whether or not the Premises, or the
use for which Lessee will occupy the Premises, will  violate any covenants or
restrictions of record, or any applicable building code, regulation, law or
ordinance in effect on the Lease term Commencement Date or at any other time.

     (b) Lessee shall, at Lessee's expense, promptly comply with all applicable
statutes, ordinances, rules, regulations, orders, covenants and restrictions of
record, and requirements of any fire insurance underwriters or rating bureaus,
now in effect or which may hereafter come into effect, whether or not they
reflect a change in policy from that now existing, during the term or any part
of the term hereof, relating in any manner to the Premises and the occupation
and use by Lessee of the Premises.  Lessee shall conduct its business in a
lawful manner and shall not use or permit the use of the Premises or the Common
Areas in any manner that will tend to create waste or a nuisance or shall tend
to disturb other occupants of the Office Building Project.

     6.3  CONDITION OF PREMISES.

     (a) Lessee acknowledges that it is in possession of the Premises on the
Commencement Date, and Lessor makes no representation or warranty regarding the
condition of the Premises.

     (b) Except as otherwise provided in this Lease, Lessee hereby accepts the
Premises and the Office Building Project in their condition existing as of the
Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto.  Lessee acknowledges that it has satisfied itself
by its own independent investigation that 

                                     Page 6

the Premises are suitable for its intended use, and that neither Lessor nor
Lessor's agent or agents has made any representation or warranty as to the
present or future suitability of the Premises, Common Areas, or Office Building
Project for the conduct of Lessee's business. Lessee acknowledges that the
Premises are not and will not be in habitable condition on the Commencement
Date.

                                     Page 7

7.  MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

     7.1  LESSEE'S OBLIGATIONS.  Subject to any provisions of this Lease
requiring Lessor to maintain or repair the Premises, Lessee shall, at Lessee's
sole cost and expense and at all times, keep the Premises and every part thereof
in good order, condition and repair, structural and non-structural (whether or
not such portion of the Premises requiring repair or the means of repairing the
same are reasonably or readily accessible to Lessee, and whether or not the need
for such repairs occurs as a result of Lessee's use, any prior use, the elements
or the age of such portion of the Premises), including, without limiting the
generality of the foregoing, all equipment or facilities serving the Premises,
such as plumbing, heating, air conditioning, ventilating, electrical, lighting
facilities, boilers, fired or unfired pressure vessels, fire sprinkler and/or
standpipe and hose or other automatic fire extinguishing system, including fire
alarm and/or smoke detection systems and equipment, fire hydrants, fixtures,
walls (interior and exterior), foundations, ceilings, roofs, floors, windows,
doors, plate glass, skylights, landscaping, driveways, parking lots, fences,
retaining walls, signs, sidewalks and parkways located in, on, about, or
adjacent to the Premises.  Lessee shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at
Lessee's expense, take all investigatory and/or remedial action reasonably
recommended, whether or not formally ordered or required, for the cleanup of any
contamination of , and for the maintenance, security and/or monitoring of, the
Premises, the elements surrounding same, or neighboring properties, that was
caused or materially contributed to by Lessee, or pertaining to or involving any
Hazardous Substance and/or storage tank brought onto the Premises by or for
Lessee or under its control.  Lessee, in keeping the Premises in good order,
condition and repair, shall exercise and perform good maintenance practices.
Lessee's obligations shall include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof in
good order, condition and state of repair.  Lessee shall, at Lessee's sole cost
and expense, procure and maintain contracts, with copies to Lessor, in customary
form and substance for, and with contractors specializing and experienced in,
the inspection, maintenance and service of the following equipment and
improvements, if any, located on the Premises: (i) heating, air conditioning and
ventilation equipment, (ii) boiler, fired, fired or unfired pressure vessels,
(iii) fire sprinkler and/or standpipe and hose or other automatic fire
extinguishing systems, including fire alarm and/or smoke detection, (iv)
landscaping and irrigation systems, (v) roof covering and drain maintenance and
(vi) asphalt and parking lot maintenance.

     7.2  LESSOR'S OBLIGATIONS.  Except for the warranties and agreements of
Lessor relating to maintenance and repair herein, it is intended by the parties
that Lessor have no obligation, in any manner whatsoever, to repair and maintain
the Premises, the improvements located thereon, or the equipment therein,
whether structural or non structural, all of which obligations are intended to
be that of the Lessee under paragraph 7.1 hereof.  It is the intention of the
parties that the terms of this Lease govern the respective obligations of the
parties as to maintenance and repair of the Premises.  Lessee and Lessor
expressly waive the benefit of any statute now or hereafter in effect to the
extent it is inconsistent with the terms of this Lease with respect to, or which
affords Lessee the right to make repairs at the expense of Lessor or to
terminate this Lease by reason of, any need repairs.

     7.3  ALTERATIONS AND ADDITIONS.

     (a) Lessee shall not, without Lessor's prior written consent, which consent
shall not be unreasonably withheld, make any alterations, improvements
additions, Utility Installations or repairs in, on or about the Premises, or the
Office Building Project; provided, however, that without the prior consent of
Lessor, Lessee may make any non-structural alteration, improvement, addition,
Utility Installation or repair to the interior of the 

                                     Page 8

Premises as long as it is not visible from the outside, does not involve
puncturing, relocating or removing the roof or any existing walls, and does not
require the procurement of a building permit. As used in this paragraph 7.3 the
term "Utility Installation" shall mean carpeting, window and wall coverings,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunication wiring and
equipment. At the expiration of the Term, Lessor may require the removal of any
or all of said alterations, improvements, additions or Utility Installations,
and the restoration of the Premises and the Office Building Project to their
prior condition, at Lessee's expense; provided, however, that Lessee shall have
no obligation to remove the walk-in vault on the ground floor. Should Lessor
permit Lessee to make its own alterations, improvements, additions or Utility
Installations, Lessee shall use only such contractor as has been expressly
approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's
sole cost and expense, a lien and completion bond in an amount equal to the
estimated cost of such improvements, to insure Lessor against any liability for
mechanic's and materialmen's liens and to insure completion of the work. In
addition, Lessee shall require all contractors and subcontractors performing
work at the Premises to carry workers' compensation insurance and liability
insurance in an amount reasonably acceptable to Lessor, and Lessee shall provide
copies of all such workers' compensation and liability insurance policies or
certificates to Lessor. Should Lessee make any alterations, improvements,
additions or Utility Installations without the prior approval of Lessor (unless
such approval is not required pursuant to the first sentence of this paragraph
7.3(a)), or use a contractor not expressly approved by Lessor, Lessor may, at
any time during the term of this Lease, require that Lessee remove any part or
all of the same.

     (b) Any alterations, improvements, additions or Utility Installations in or
about the Premises or the Office Building Project that Lessee shall desire to
make shall be presented to Lessor in written form, with proposed detailed plans.
If Lessor shall give its consent to Lessee's making such alteration,
improvement, addition or Utility Installation, the consent shall be deemed
conditioned upon Lessee acquiring a permit to do so from the applicable
governmental agencies, if required, furnishing a copy thereof to Lessor prior to
the commencement of the work, and compliance by Lessee with all conditions of
said permit in a prompt and expeditious manner.

     (c) Lessee shall pay, when due, all claims for labor or materials furnished
or alleged to have been furnished to or for Lessee at or for use in the
Premises, which claims are or may be secured by any mechanic's or materialmen's
lien against the Premises, the Building or the Office Building Project, or any
interest therein.

     (d) Lessee shall give Lessor not less than ten (10) days' notice prior to
the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the
Building as provided by law. Lessee shall at all times keep the Premises, the
Building and the Office Building Project free and clear of liens attributable in
any way to a work of improvement commissioned by Lessee, or to the acts or
omissions of Lessee, any of Lessee's employees, agents, or contractors, or any
of their employees, agents or sub-contractors.  If Lessee shall, in good faith,
contest the validity of any such lien, claim or demand, then Lessee shall, at
its sole expense defend itself and Lessor against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against Lessor or the Premises, the Building or the Office
Building Project, upon the condition that if Lessor shall require, Lessee shall
furnish to Lessor a surety bond satisfactory to Lessor in an amount not less
than one hundred ten percent (110%) of the amount of such contested lien claim
or demand indemnifying Lessor against liability for the same and holding the
Premises, the Building and the Office Building Project free from the effect of
such lien or claim. In addition, Lessor may require Lessee to pay Lessor's
reasonable attorneys' fees and costs in participating in such action if Lessor
shall decide it is to Lessor's best interest so to do.

     (e) All alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and 

                                     Page 9

telephone or communication systems, conduit, wiring and outlets, shall be made
and done in a good and workmanlike manner and of good and sufficient quality and
materials and shall be the property of Lessor and remain upon and be surrendered
with the Premises at the expiration of the lease term, unless Lessor requires
their removal pursuant to paragraph 7.3(a). Provided Lessee is not in default,
notwithstanding the provisions of this paragraph 7.3(e), Lessee's personal
property and equipment, other than that which is affixed to the Premises so that
it cannot be removed without material damage to the Premises or the Building,
and other than Utility Installations, shall remain the property of Lessee and
may be removed by Lessee subject to the provisions of paragraph 7.2.

     (f) Lessee shall provide Lessor with as-built plans and specifications for
any alterations, improvements, additions or Utility Installations for which a
building permit is required.

     (g) Lessee shall be allowed to maintain any automatic teller machines (ATM)
existing on the Premises on the Commencement Date.  In addition, Lessee may
install one night depository and/or one or more ATM(s), protruding through the
exterior walls of the Office Building Project on the Premises, at any time
during the Term of the Lease, subject to compliance with all applicable laws and
regulations and to Lessor's prior written approval, which shall not be
unreasonably withheld.  Lessor's approval shall not be deemed unreasonably
withheld if based on concerns regarding the impact of the installation of the
night depository or ATM(s) upon the structure or aesthetics of the Office
Building Project, the projected traffic flow or the safety of Lessor's and
Lessee's employees, representatives and invitees. Subject to Lessor's ability to
withhold approval for the installation of the night depository and the ATM(s) as
set forth above,  Lessor shall cooperate with Lessee to install the night
depository and ATM(s) in such a manner as to provide adequate security for night
depository and ATM users.  At the expiration of the Term, Lessor may require the
removal of any depository and ATM(s) installed by Lessee and the restoration of
the Premises to their prior condition.

     (h) On the last day of the Term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as the
Premises were in on the day Lessee received its Certificate of Occupancy for the
Premises, ordinary wear and tear excepted, clean and free of debris.  Any damage
or deterioration of the Premises shall not be deemed ordinary wear and tear if
the same could have been prevented by good maintenance practices by Lessee.
Lessee shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and equipment.
Except as otherwise stated in this Lease, Lessee shall leave the air lines,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.

     7.4  UTILITY ADDITIONS.  Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, security systems, communication systems, and fire protection and
detection systems, so long as such installations do not unreasonably interfere
with Lessee's use of the Premises.

                                    Page 10

8.  INSURANCE; INDEMNITY.

     8.1  LIABILITY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $2,000,000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor as an additional insured against liability
arising out of the use, occupancy or maintenance of the Premises.  Compliance
with the above requirement shall not, however, limit the liability of Lessee
hereunder.

     8.2  LIABILITY AND EARTHQUAKE INSURANCE-LESSOR.  Although Lessor shall not
be required to maintain any liability or earthquake insurance, any premiums for
such insurance maintained by Lessor relating to the Premises, the Building or
the Office Building Project shall be reimbursed by Lessee.

     8.3  PROPERTY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease for the benefit of Lessee,
replacement cost all-risks insurance, including without limitation fire and
extended coverage insurance, with vandalism and malicious mischief, sprinkler
leakage and earthquake sprinkler leakage endorsements, in an amount sufficient
to cover not less than 100% of the full replacement costs, as the same may exist
from time to time, of all of Lessee's personal property, fixtures, equipment and
tenant improvements, less the amount of such standard deductibles as determined
by Lessee.

     8.4  PROPERTY INSURANCE-LESSOR.  Lessor shall obtain and keep in force
during the term of this Lease, at the expense of Lessee, a policy or policies of
insurance covering loss or damage to the Office Building Project improvements,
but not Lessee's personal property, fixtures, equipment or tenant improvements,
in the amount of the full replacement cost thereof, including the cost of
compliance with all federal, state or local governmental requirements applicable
to the Office Building Project, and with such additional endorsements as may be
reasonably required by a lender, as the same may exist from time to time,
utilizing Insurance Services Office standard form, or equivalent providing
protection against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, plate glass, and such other
perils as Lessor deems advisable or may be required by a lender having a lien on
the Office Building Project.  In addition, Lessor shall obtain and keep in
force, during the term of this Lease, a policy of rental value insurance
covering a period of one year, with loss payable to Lessor, which insurance
shall also cover all other expenses payable by Lessee to Lessor under this Lease
for said period.  Lessee will not be named in any such policies carried by
Lessor and shall have no right to any proceeds therefrom.  The policies required
by these paragraphs 8.2 and 8.4 shall contain such deductibles as Lessor or the
aforesaid lender may determine. Lessee shall not do or permit to be done
anything which shall invalidate the insurance policies carried by Lessor.
Lessee shall pay the entirety of any increase in the property insurance premium
for the Office Building Project over what it was immediately prior to the
commencement of the term of this Lease if the increase is specified by Lessor's
insurance carrier as being caused by the nature of Lessee's occupancy or any act
or omission of Lessee.  The cost of all insurance premiums shall be paid by
Lessee within fifteen (15) business days after receipt of invoices for such
premiums from Lessor.  Notwithstanding anything to the contrary in this
paragraph 8, Lessee shall have the right to approve in advance the cost of said
insurance premiums for which Lessee is obligated to reimburse Lessor hereunder,
which approval shall not be unreasonably withheld.  Lessee's disapproval of the
cost of such insurance premiums shall not be unreasonable if the cost of
insurance premiums charged by Lessor is at least ten percent (10%) greater than
the cost at which Lessee could obtain "substantially similar" insurance
policies, considering insurance rating, quality of the insurance carrier,
coverage provided by the policy, amount of deductibles and other relevant
factors.  If Lessee disapproves 

                                    Page 11

of the cost of Lessor's insurance hereunder or at any time at the election of
Lessor, Lessee shall procure substantially similar real property insurance and
Lessor shall be named as loss payee on such real property insurance policies of
Lessee required hereunder.

     8.5  EARTHQUAKE INSURANCE.  In the event that Lessor does not elect to
purchase earthquake insurance under paragraph 8.2 hereof, Lessee may, at its
sole cost and expense, obtain earthquake insurance covering the Premises for the
sole benefit of Lessee with Lessor as an additional insured.

     8.6  INSURANCE POLICIES.  Lessee shall deliver to Lessor copies of
liability insurance policies required under paragraph 8.1 or certificates
evidencing the existence and amounts of such insurance within seven (7) days
after the Commencement Date of this Lease.

     Each policy required to be obtained by Lessee hereunder shall: (a) be
issued by insurers authorized to do business in the state in which the Building
is located and rated not less than financial class X, and not less than
policyholder rating A, in the most recent version of Best's Key Rating Guide, or
the equivalent rating in any other comparable guide selected by Lessor (provided
that, in any event, the same insurance company shall provide the coverages
described in paragraphs 8.1 and 8.3 above); (b) be in form reasonably
satisfactory from time to time to Lessor; (c) name Lessee as named insured
thereunder and shall name Lessor and, at Lessor's request, Lessor's mortgagees
and ground lessors of which Lessee has been informed in writing, as additional
insureds (d) not have a deductible amount exceeding Twenty-Five Thousand Dollars
($25,000.00); (e) specifically provide that the insurance afforded by such
policy for the benefit of Lessor and Lessor's mortgagees and ground lessors
shall be primary, and any insurance carried by Lessor or Lessor's mortgagees and
ground lessors shall be excess and non-contributing; (f) except for worker's
compensation insurance, contain an endorsement that the insurer waives its right
to subrogation as described in paragraph 8.7 below: and (g) contain an
undertaking by the insurer to notify Lessor (and the mortgagees and ground
lessors of Lessor who are named as additional insureds) in writing not less than
ten (10) days prior to any material change, reduction in coverage, cancellation
or other termination thereof.  Lessee agrees to deliver to Lessor, as soon as
practicable after the placing of the required insurance, but in no event later
than ten (10) days after the date Lessee takes possession of all or any part of
the Premises, certified copies of each such insurance policy (or certificates
from the insurance company evidencing the existence of such insurance and
Lessee's compliance with the foregoing provisions of this paragraph 8).  Lessee
shall cause replacement policies or certificates to be delivered to Lessor not
less than ten (10) days prior to the expiration of any such policy or policies.
If any such initial or replacement policies or certificates are not furnished
within the time(s) specified herein, Lessee shall be deemed to be in material
default under this Lease without the benefit of any additional notice or cure
period provided herein, and Lessor shall have the right, but not the obligation,
to procure such policies and certificates at Lessee's expense.

     8.7  WAIVER OF SUBROGATION.  Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other,
for direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to the
negligence of Lessor or Lessee or their agents, employees, contractors and/or
invitees.  If necessary all property insurance policies required under this
Lease shall be endorsed to so provide.

     8.8  INDEMNITY.  Lessee shall indemnify and hold harmless Lessor and its
officers, directors, contractors, agents, Lessor's master or ground lessor,
partners and lenders, from and against any and all claims, actions, liabilities,
costs, penalties and expenses of any kind and nature for damage to the person
(including death) or property of anyone or any entity arising from Lessee's use
of the Office Building Project, or from the conduct of Lessee's business or from
any activity, work or things done, permitted or suffered by Lessee in or about
the Premises or elsewhere and shall further indemnify and hold harmless Lessor
from and against any and all claims, 

                                    Page 12

costs and expenses arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents,
contractors, employees or invitees and from and against all costs, attorneys'
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct, activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited to
the defense or pursuit of any claim or any action or proceeding involved
therein; and in case any action or proceeding be brought against Lessor by
reason of any such matter, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.
Notwithstanding anything to the contrary contained in this paragraph 8.8, Lessee
shall not indemnify Lessor or any other person from any loss, liability or
expense to the extent that a cause was (i) active negligence or misconduct on
the part of Lessor or any of Lessor's agents, contractors, employees or invitees
or (ii) any defect in the Office Building Project, unless such loss, liability,
expense or defect was the result of any negligence or misconduct on the part of
Lessee or any of Lessee's agents, contractors, employees or invitees.

     8.9  EXEMPTION OF LESSOR FROM LIABILITY.  Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.  Notwithstanding anything to the contrary contained in this paragraph
8.9, nothing contained herein shall exempt Lessor from liability which it
otherwise would have, to the extent that it is attributable to (i) active
negligence or misconduct on the part of Lessor or any of Lessor's agents,
contractors, employees or invitees or (ii) any defect in the Office Building
Project, unless such liability or defect was the result of negligence or
misconduct on the part of Lessee or any of Lessee's agents, contractors,
employees or invitees.

     8.10  NO REPRESENTATION OF ADEQUATE COVERAGE.  Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.

                                    Page 13

9.  DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

     (a) "Premises Damage" shall mean if the Premises are damaged or destroyed
to any extent.

     (b)  "Premises Building Partial Damage" shall mean if the Building of which
the Premises are a part is damaged or destroyed to the extent that the cost to
repair is less than fifty percent (50%) of the then Replacement Cost of the
Building.

     (c) "Premises Building Total Destruction" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent (50%)  or more of the then Replacement Cost of
the Building.

     (d) "Office Building Project Buildings" shall mean all of the buildings on
the Office Building Project site.

     (e) "Office Building Project Buildings Total Destruction" shall mean if the
Office Building Project Buildings are damaged or destroyed to the extent that
the cost of repair is fifty percent (50%) or more of the then Replacement Cost
of the Office Building Project Buildings.

     (f) "Insured Loss" shall mean damage or destruction which was caused by an
event either required to be covered by the insurance described in paragraph 8 or
for which no coverage is required by the insurance described in paragraph 8, but
for which Lessor is nonetheless insured.  The fact that an Insured Loss has a
deductible amount shall not make the loss an uninsured loss.

     (g) "Replacement Cost" shall mean the amount of money necessary to be spent
in order to repair or rebuild the damaged area to the condition that existed
immediately prior to the damage occurring, excluding all improvements made by
lessees, other than those installed by Lessor at Lessee's expense.

     9.2  PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

     (a) Insured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5, if
at any time during the Term of this Lease there is damage which is an Insured
Loss and which falls into the classification of Premises Building Partial
Damage, then Lessor shall, as soon as reasonably possible and to the extent
insurance proceeds are available and the required materials and labor are
readily available through usual commercial channels, at Lessor's expense, repair
such damage (but not Lessee's fixtures, equipment or tenant improvements
originally paid for by Lessee, unless Lessor, its employees, agents or
representatives were responsible for such damage) to its condition existing at
the time of the damage, and this Lease shall continue in full force and effect.
Nothwitstanding the foregoing, in the event that such Premises Building Partial
Damage was caused by the negligent act or omission of Lessee, its agents,
employees or contractors, Lessor shall be required to repair such damage only to
the extent that insurance proceeds are available to cover the cost of such
repair, and any portion of the cost of repair for which insurance proceeds are
unavailable shall be borne by Lessee.

     (b) Uninsured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the Term of this Lease there is damage which is not an
Insured Loss and which falls within the classification of 

                                    Page 14

Premises Damage or Premises Building Partial Damage, unless caused by a
negligent or willful act of Lessee (in which event Lessee shall make the repairs
at Lessee's expense), which damage prevents Lessee from making any substantial
use of the Premises, Lessor may at Lessor's option either (i) repair such damage
as soon as reasonably possible at Lessor's expense, in which event this Lease
shall continue in full force and effect, or (ii) give written notice to Lessee
within sixty (60) days after the date of the occurrence of such damage of
Lessor's intention to cancel and terminate this Lease as of the date of the
occurrence of such damage, in which event this Lease shall terminate as of the
date of the occurrence of such damage.

     9.3  PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION.  Subject to the provisions of paragraphs 9.4 and 9.5, if at any
time during the term of this Lease there is damage, whether or not it is an
insured Loss, which falls into the classifications of either (i) Premises
Building Total Destruction, or (ii) Office Building Project Total Destruction,
then Lessor may at Lessor's option either (x) repair such damage or destruction
as soon as reasonably possible at Lessor's expense (to the extent the required
materials are readily available through usual commercial channels) to its
condition existing at the time of the damage, but not Lessee's fixtures,
equipment or tenant improvements unless Lessor, its employees, agents or
representatives were responsible for such damage, and this Lease shall continue
in full force and effect, or (y) give written notice to Lessee within sixty (60)
days after the date of occurrence of such damage of Lessor's intention to cancel
and terminate this Lease, in which case this Lease shall terminate as of the
date of the occurrence of such damage.

     9.4  DAMAGE NEAR END OF TERM.

     (a) Subject to paragraph 9.4(b), if at any time during the last eighteen
(18) months of the term of this Lease there is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within thirty (30) days after the date of occurrence
of such damage.

     (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than thirty (30) days after the occurrence of an
Insured Loss falling within the classification of Premises Damage during the
last eighteen (18) months of the term of this Lease.  If Lessee duly exercises
such option during said thirty (30) day period, Lessor shall, at Lessor's
expense, repair such damage, but not Lessee's fixtures, equipment or tenant
improvements unless Lessor, its employees, agents or representatives were
responsible for such damage, as soon as reasonably possible and this Lease shall
continue in full force and effect.  If Lessee fails to exercise such option
during said thirty (30) day period, then Lessor may at Lessor's option terminate
and cancel this Lease as of the expiration of said thirty (30) day period by
giving written notice to Lessee of Lessor's election to do so within ten (10)
days after the expiration of said thirty (30) day period, notwithstanding any
term or provision in the grant of option to the contrary.

                                    Page 15

     9.5  ABATEMENT OF RENT; LESSEE'S REMEDIES.

     (a) If, in the event of Premises Damage, Lessor repairs or restores the
Building or Premises pursuant to the provisions of this paragraph 9, and any
part of the Premises are not usable (including loss of use due to loss of access
or essential services), the rent payable hereunder (including Lessee's Share of
Operating Expenses) for the period during which such damage, repair or
restoration continues shall be abated to the extent in excess of rental
interruption insurance or loss insurance proceeds received by Lessor and
credited to Lessee for the Payment of rent hereunder, provided (i) the damage
was not the result of the negligence of Lessee, and (ii) such abatement shall
only be to the extent to which the Premises Damage interferes with Lessee's use
of the Premises.  Except for said abatement of rent, if any, Lessee shall have
no claim against Lessor for any damage suffered by reason of any such damage,
destruction, repair or restoration.

     (b) If Lessor shall be obligated to repair or restore the Premises or the
Building under the provisions of this paragraph 9 or if Lessor elects to repair
or restore the Premises or the Building under paragraph 9.2(b) and shall not
immediately commence diligent repair or restoration efforts after such
occurrence (including, without limitation, submitting applications for permits)
or if Lessor shall not complete the restoration and repair (as evidenced by
receipt of a certificate of occupancy or a temporary certificate of occupancy)
within nine (9) months after such occurrence (unless such failure to complete
the restoration and repair is delayed due to a force majeure event, in which
case such nine (9) month period shall be extended by the number of days that
Lessor was unable to conduct such repair and restoration efforts due to such
force majeure event), Lessee may at Lessee's option cancel and terminate this
Lease by giving Lessor written notice of Lessee's election to do so at any time
prior to the commencement or completion, respectively, of such repair or
restoration.  In such event this Lease shall terminate as of the date of such
notice.  Notwithstanding the foregoing, if Lessor believes that it will be
unable to complete the restoration and repair of the Premises or the Building
within nine (9) months from the date of such occurrence, Lessor shall so notify
Lessee as soon as such determination is made by Lessor, and Lessee shall have
the option to allow Lessor a longer period of time within which to complete the
restoration or repair or to terminate the Lease upon ten (10) days written
notice to Lessor.

     (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

     9.6  TERMINATION-ADVANCE PAYMENTS.  Upon termination of this Lease pursuant
to this paragraph 9, all advance rent and any advance payments made by Lessee to
Lessor, less any amounts due and owing to Lessor under the Lease, shall be
refunded to Lessee.  Lessor shall, in addition, return to Lessee so much of
Lessee's security deposit as has not theretofore been applied by Lessor.

     9.7  WAIVER.  Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

                                    Page 16

10.  REAL PROPERTY TAXES.

     10.1  PAYMENT OF TAXES.  Lessor shall pay the real property tax, as defined
in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement by Lessee of such taxes within fifteen (15) business days of
receipt of a copy of such tax bills, except as otherwise provided in paragraph
10.2.

     10.2  ADDITIONAL IMPROVEMENTS.  Lessee shall be responsible for paying any
increase in real property tax specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees.

     10.3  DEFINITION OF "REAL PROPERTY TAX."  As used herein, the term "real
property tax  shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Office Building Project or in any
portion thereof, as against Lessor's right to rent or other income therefrom,
and as against Lessor's business of leasing the Office Building Project.  The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge hereinabove included within the definition of "real
property tax," or (ii) the nature of which was hereinabove included within the
definition of "real property tax," or (iii) which is imposed for a service or
right not charged prior to June 1, 1978, or, if previously charged, has been
increased since June 1, 1978, or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of
ownership, or (v) which is imposed by reason of this transaction, any
modifications or changes hereto, or any transfers hereof.

     10.4  JOINT ASSESSMENT.  If the improvements or property, the taxes for
which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.5  PERSONAL PROPERTY TAXES.

     (a) Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

     (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.

     11.  UTILITIES.  Lessee shall provide heating, ventilation, air
conditioning, and janitorial service as reasonably required, reasonable amounts
of electricity for normal lighting and office machines, water for reasonable and
normal drinking and lavatory use, and replacement light bulbs and/or florescent
tubes and ballasts for standard overhead fixtures. Janitorial service shall be
provided Monday through Friday with the exception of holidays 

                                    Page 17

designated by Lessee. All such water, gas and electricity shall be available to
the Premises 24 hours a day, seven (7) days a week for normal office purposes.
Costs incurred by Lessor in providing such services shall be Operating Expenses.
Lessee shall pay for all water, gas, heat, light, power, telephone and other
utilities and services supplied and/or metered exclusively to the Premises
together with any taxes thereon.

12.  ASSIGNMENT AND SUBLETTING.

     12.1  LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold.  Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1.  "Transfer" within the meaning of this paragraph 12 shall
include the transfer or transfers aggregating: (a) if Lessee is a corporation,
more than fifty percent (50%) of the voting stock of such corporation or (b) if
Lessee is a partnership, more than fifty percent (50%) of the profit and loss
participation in such partnership.  Notwithstanding anything to the contrary,
Lessee may assign or sublet the Premises or any portion thereof to any affiliate
or subsidiary of Lessee upon written notice to Lessor, but without Lessor's
prior consent.  Lessor hereby consents to the sublease of space on the third
floor of the Building to White, Zuckerman, Warsavsky & Luna, a California
general partnership, upon the terms and conditions set forth in that certain
lease attached hereto as Exhibit "F".  Lessee agrees that it is liable as lessor
under such sublease.

     12.2  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

     (a) Regardless of Lessor's consent, no assignment or subletting shall
release Lessee of Lessee's obligations hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expenses, and to perform all other obligations to be
performed by Lessee hereunder.

     (b) Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment without being deemed to have
consented thereto.

     (c) Neither a delay in the approval or disapproval of such assignment or
subletting, nor the acceptance of rent, shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 of this Lease.

     (d) If Lessee's obligations under this Lease have been guaranteed by third
parties, then an assignment or sublease, and Lessor's consent thereto, shall not
be effective unless said guarantors give their written consent to such sublease
and the terms thereof.

     (e) The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee.
However, Lessor may consent to subsequent sublettings and assignments of the
sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or sublease and without obtaining their consent
and such action shall not relieve such persons from liability under this Lease
or said sublease; provided, however, such persons shall not be responsible to
the extent any such amendment or modification enlarges or increases the
obligations of the Lessee or sublessee under this Lease or such sublease.

                                    Page 18

     (f) In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or anyone else responsible for the
performance of this Lease, including the sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor or Lessee.

     (g) Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgment that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

     (h) The discovery of the fact that any financial statement relied upon by
Lessor in giving its consent to an assignment or subletting was materially false
shall, at Lessor's election, render Lessor's said consent null and void.

     (i) In no event shall Lessee enter into a sublease or assignment of the
ground floor of the Premises for any use other than as a retail bank branch or
of the remainder of the Premises for any use other than general office use.

     12.3  ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  Regardless
of Lessor's consent, the following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest
in all rentals and income arising from any sublease heretofore or hereafter made
by Lessee, and Lessor may collect such rent and income and apply same toward
Lessee's obligations under this Lease; provided, however, that until a default
shall occur in the performance of Lessee's obligations under this Lease, Lessee
may receive, collect and enjoy the rents accruing under such sublease.  Lessor
shall not, by reason of this or any other assignment of such sublease to Lessor
nor by reason of the collection of the rents from a sublessee, be deemed liable
to the sublessee for any failure of Lessee to perform and comply with any of
Lessee's obligations to such sublessee under such sublease.  Lessee hereby
irrevocably authorizes and directs any such sublessee, upon receipt of a written
notice from Lessor stating that a default exists in the performance of Lessee's
obligations under this Lease, to pay to Lessor the rents due and to become due
under the sublease.  Lessee agrees that such sublessee shall have the right to
rely upon any such statement and request from Lessor, and that such sublessee
shall pay such rents to Lessor without any obligation or right to inquire as to
whether such default exists and notwithstanding any notice from or claim from
Lessee to the contrary.  Lessee shall have no right or claim against said
sublessee or Lessor for any such rents so paid by said sublessee to Lessor.

     (b) No sublease entered into by Lessee shall be effective unless and until
it has been approved in writing by Lessor.  Any sublessee shall, by reason of
entering into a sublease under this Lease, be deemed, for the benefit of Lessor,
to have assumed and agreed to conform and comply with each and every obligation
herein to be performed by Lessee other than such obligations as are contrary to
or inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing.

     (c) In the event Lessee shall default in the performance of its obligations
under this Lease, Lessor, at its option and without any obligation to do so, may
require any sublessee to attorn to Lessor, in which event Lessor shall undertake
the obligations of Lessee under such sublease from the time of the exercise of
said option to 

                                    Page 19

the termination of such sublease; provided, however, Lessor shall not be liable
for any prepaid rents or security deposit paid by such sublessee to Lessee or
for any other prior defaults of Lessee under such sublease.

     (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

     (e) With respect to any subletting to which Lessor has consented, Lessor
agrees to deliver a copy of any notice of default by Lessee to the sublessee.
Such sublessee shall have the right to cure a default of Lessee within five (5)
business days after service of said notice of default upon such sublessee, and
the sublessee shall have a right of reimbursement and offset from and against
Lessee for any such defaults cured by the sublessee.

     (f) Notwithstanding anything to the contrary contained in this paragraph
12, Lessor shall convey to Lessee in writing its approval or reasonable
disapproval of any assignment or subletting, no more than fifteen (15) business
days following receipt of Lessee's written request, along with any additional
information and/or documentation reasonably requested by Lessor.  Lessor's
failure to respond to Lessee's request for approval of any assignment of
subletting within such fifteen (15) day period shall be conclusively deemed an
approval of such request.

     12.4  LESSOR'S EXPENSES.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable costs and expenses incurred in
connection therewith, including without limitation attorneys', architects',
engineers' and other consultants' fees.

     12.5  CONDITIONS TO CONSENT TO ASSIGNMENT.  Lessor reserves the right to
condition any approval to assign the entire Premises upon Lessor's determination
that (i) the proposed assignee shall conduct a business on the Premises of a
quality substantially equal to that of Lessee and consistent with the general
character of the other occupants of the Premises and (b) the proposed assignee
be at least as financially responsible as Lessee was expected to be a the time
of the execution of this Lease or of such assignment, whichever is greater.

13.  DEFAULT; REMEDIES.

     13.1  DEFAULT.  The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:

     (a) The vacation or abandonment of the Premises by Lessee.  Vacation of the
Premises shall include the failure to occupy the Premises for a continuous
period of sixty (60) days or more, whether or not the rent is paid.

     (b) The breach by Lessee of any of the covenants, conditions or provisions
of paragraphs 7.3(a),(b) or (d) (alterations), 12.1 (assignment or subletting),
13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f) (false
statement), 16(a) (estoppel certificate), 30(b) (subordination), 33 (auctions),
or 41.1 (easements), all of which are hereby deemed to be material, non-curable
defaults without the necessity of any notice by Lessor to Lessee thereof.

     (c) The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as and when due, where such failure
shall continue for a period of ten (10) days after written 

                                    Page 20

notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee
with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer
statutes such Notice to Pay Rent or Quit shall also constitute the notice
required by this subparagraph.

     (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of  this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor  to Lessee; provided, however, that if the nature of
Lessee's noncompliance is such that more than thirty (30) days are reasonably
required for its cure, then Lessee shall not be deemed to be in default if
Lessee commenced such cure within said thirty (30) day period and thereafter
diligently pursues such cure to completion.  To the extent permitted by law,
such thirty (30) day notice shall constitute the sole and exclusive notice
required to be given to Lessee under applicable Unlawful Detainer statutes.

     (e)  (i) The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as
defined in 11 U.S.C. (S) 101 or any successor statute thereto (unless, in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days; (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.  In the event that any provision of this paragraph 13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.

     (f)  The discovery by Lessor that any financial statement given to Lessor
by Lessee, or its successor in interest or by any guarantor of Lessee's
obligation hereunder, was materially false.

     13.2  LESSOR'S REMEDIES.

     (a) Termination.  In the event of any default by Lessee, in addition to any
other remedies available to Lessor under this Lease, at law or in equity, Lessor
shall have the immediate option to terminate this Lease and all rights of Lessee
hereunder.  In the event that Lessor shall elect to so terminate this Lease,
then Lessor may recover from Lessee:

               (i) the worth at the time of award of any unpaid rent which had
          been earned at the time of such termination; plus

               (ii) the worth at the time of the award of the amount by which
          the unpaid rent which would have been earned after termination until
          the time of award exceeds the amount of such rental loss that Lessee
          proves could have been reasonably avoided; plus

               (iii)   the worth at the time of award of the amount by which the
          unpaid rent for the balance of the term after the time of award
          exceeds the amount of such rental loss that Lessee proves could be
          reasonable avoided; plus

                                    Page 21

     (iv) any other amount necessary to compensate Lessor for all the detriment
proximately caused by Lessee's failure to perform its obligations under this
Lease, including, but not limited to:  attorneys' fees; brokers' commissions;
the costs of refurbishment, alterations, renovation and repair of the Premises;
and removal (including the repair of damage caused by such removal) and storage
(or disposal) of Lessee's personal property, equipment, fixtures, Lessee's
alterations, additions, leasehold improvements and any other items which Lessee
is required under this Lease to remove but does not remove.

     As used in subparagraphs (i) and (ii), above, the "worth at the time of
award" is computed by allowing interest at the maximum interest rate which
Lessor is permitted by law to charge to Lessee (the "Lease Rate").  As used in
subparagraph (iii), above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).

     (b) Re-Entry Rights.  In the event of any default by Lessee, in addition to
any other remedies available to Lessor under this Lease, at law or in equity,
Lessor shall also have the right, with or without terminating this Lease, to re-
enter the Premises and remove all persons and property from the Premises; such
property may be removed, stored and/or disposed of pursuant to this Lease or any
other procedures permitted by applicable law.  No re-entry or taking possession
of the Premises by Lessor pursuant to this paragraph 13.2(b), and no acceptance
of surrender of the Premises or other action on Lessor's part, shall be
construed as an election to terminate this Lease unless a written notice of such
intention be given to Lessee or unless the termination thereof be decreed by a
court of competent jurisdiction.

     (c) Continuation of Lease.  In the event of any default by Lessee, in
addition to any other remedies available to Lessor under this Lease, at law or
in equity, Lessor shall have the right to continue this Lease in full force and
effect, whether or not Lessee shall have abandoned the Premises.  The foregoing
remedy shall also be available to Lessor pursuant to California Civil Code
Section 1951.4 and any successor statute thereof in the event Tenant has
abandoned the Premises.  In the event Lessor elects to continue this Lease in
full force and effect pursuant to this paragraph 13.2(c), then Lessor shall be
entitled to enforce all of its rights and remedies under this Lease, including
the right to recover rent as it becomes due.  Lessor's election not to terminate
this Lease pursuant to this paragraph 13.2(c) or pursuant to any other provision
of this Lease, at law or in equity, shall not preclude Lessor from subsequently
electing to terminate this Lease or pursuing any of its other remedies.

     (d) Rights and Remedies Cumulative.  All rights, options and remedies of
Lessor contained in this paragraph 13.2 and elsewhere in this Lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Lessor shall have the right to pursue any one or all of such
remedies or any other remedy or relief which may be provided by law or in
equity, whether or not stated in this Lease.  Nothing in this paragraph 13.2
shall be deemed to limit or otherwise affect Lessee's indemnification of Lessor
pursuant to any provision of this Lease.

     13.3  DEFAULT BY LESSOR.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no event later than thirty (30) days after written notice by Lessee to Lessor
and to the holder of any first Mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligation;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.

                                    Page 22

     13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expenses or other sums due
hereunder will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Lessor by the terms of any mortgage or trust
deed covering the Office Building Project.  Accordingly, if any installment of
Base Rent, Operating Expenses, or any other sum due from Lessee shall not be
received by Lessor or Lessor's designee within fifteen (15) days after such
amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to five percent (5%) of such overdue
amount.  The parties hereby agree that such late charge represents a fair and
reasonable estimate of the costs Lessor will incur by reason of late payment by
Lessee.  Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's default with respect to such overdue amount, nor prevent
Lessor from exercising any of the other rights and remedies granted hereunder.

14.  CONDEMNATION.  If the Premises or any portion thereof or the Office
Building Project are taken under the power of eminent domain, or sold under the
threat of the exercise of said power (all of which are herein called
"condemnation"), this Lease shall terminate as to the part so taken as of the
date the condemning authority takes title or possession, whichever first occurs;
provided that if so much of the Premises or the Office Building Project are
taken by such condemnation as would substantially and adversely affect the
operation and profitability of Lessee's business conducted from the Premises,
Lessee shall have the option, to be exercised only in writing within thirty (30)
days after Lessor shall have given Lessee written notice of such taking (or in
the absence of such notice, within thirty (30) days after the condemning
authority shall have taken possession), to terminate this Lease as of the date
the condemning authority takes such possession.  If Lessee does not terminate
this Lease in accordance with the foregoing, this Lease shall remain in full
force and effect as to the portion of the Premises remaining, except that the
rent and Lessee's Share of Operating Expenses shall be reduced in the proportion
that the floor area of the Premises taken bears to the total floor area of the
Premises.  Common Areas taken shall be excluded from the Common Areas usable by
Lessee and no reduction of rent shall occur with respect thereto or by reason
thereof.  Lessor shall have the option in its sole discretion to terminate this
Lease as of the taking of possession by the condemning authority, by giving
written notice to Lessee of such election within thirty (30) days after receipt
of notice of a taking by condemnation of any part of the Premises or the Office
Building Project.  Any award for the taking of all or any part of the Premises
or the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee.  For that purpose the
cost of such improvements shall be amortized over the original term of this
Lease excluding any options.  In the event that this Lease is not terminated by
reason of such condemnation, Lessor shall to the extent of severance damages
received by Lessor in connection with such condemnation, repair any damage to
the Premises caused by such condemnation except to the extent that Lessee has
been reimbursed therefor by the condemning authority.  Lessee shall pay any
amount in excess of such severance damages required to complete such repair.

15.  INTENTIONALLY OMITTED.

16.  ESTOPPEL CERTIFICATE.

                                    Page 23

     (a) Each party (as "responding party") shall at any time upon not less than
ten (10) business days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed, and (iii) in the case of Lessee, certify as to such
other matters as may be requested by Lessor or by a prospective purchaser or
encumbrancer of all or any part of the Office Building Project.  Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Office Building Project or of the business of Lessee.

     (b) At the requesting party's option, the failure to deliver such statement
within such time shall be a material default of this Lease by the party who is
to respond, without any further notice to such party, or it shall be conclusive
upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there
are no uncured defaults in the requesting party's performance, (iii) if Lessor
is the requesting party, not more than one month's rent has been paid in
advance, and (iv) if Lessor is the requesting party, there are no remaining
obligations of the requesting party under this Lease yet to be performed.

17.  LESSOR'S LIABILITY.  The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a Lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in this Lease, in the event of any transfer of such title or
interest, Lessor herein named (and in case of any subsequent transfers then the
grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18.  SEVERABILITY.  The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19.  INTEREST ON PAST-DUE OBLIGATIONS.  Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due.  Payment of such interest
shall not excuse or cure any default by Lessee under this Lease; provided,
however, that interest shall not be payable on late charges incurred by Lessee
nor on any amounts upon which late charges are paid by Lessee.

20.  TIME OF ESSENCE.  Time is of the essence with respect to the obligations to
be performed under this Lease.

21.  ADDITIONAL RENT.  All monetary obligations of Lessee to Lessor under the
terms of this Lease, including Lessee's obligations to reimburse Lessor for
payment of property taxes and insurance and any other expenses payable by Lessee
hereunder shall be deemed to be rent.

                                    Page 24

22.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS.  This Lease contains all
agreements of the parties with respect to any matter mentioned herein.  No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective.  This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification.  Except  as otherwise
stated in this Lease, Lessee hereby acknowledges that no real estate broker nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23.  NOTICES.  Any notice required or permitted to be given hereunder shall be
in writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be.  Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs.  In addition, a
copy of all notices pertaining to any event of default, termination of tenancy,
or any matters which may give rise to a dispute between the parties shall also
be delivered to Lessee at:  Fidelity Federal Bank, 600 North Brand Boulevard,
P.O. Box 1631, Glendale, California  91209, Attention:  Legal Department.
Either party may by notice to the other specify a different address for notice
purposes except that upon Lessee's taking possession of the Premises, the
Premises shall constitute Lessee's address for notice purposes.  A copy of all
notices required or permitted to be given to Lessor hereunder shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate by notice to Lessee.

24.  WAIVERS.  No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.  Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee.  The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent so
accepted, regardless of Lessor's knowledge of such preceding breach at the time
of acceptance of such rent.

25.  RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26.  HOLDING OVER.  If Lessee, with Lessor's consent, remains in possession of
the Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be one hundred twenty percent (120%) of the rent payable immediately
preceding the termination date of this Lease, and all Options, if any, granted
under the terms of this Lease shall be deemed terminated and be of no further
effect during said month to month tenancy.

                                    Page 25

27.  CUMULATIVE REMEDIES.  No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28.  COVENANTS AND CONDITIONS.  Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29.  BINDING EFFECT; CHOICE OF LAW.  Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors and assigns.  This Lease shall be governed by the laws of the State
of California applicable to contracts to be wholly performed within such State.

30.  SUBORDINATION.

     (a) This Lease, and any Option or right of first refusal granted hereby, at
Lessor's option, shall, without the necessity of Lessee or any other party
executing any additional documentation, be subordinate to any ground lease,
mortgage, deed of trust, or any other hypothecation or security now or hereafter
placed upon the Office Building Project and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof.  If any mortgagee, trustee or ground lessor
shall elect to have this Lease and any Options granted hereby prior to the lien
of its mortgage, deed of trust or ground lease, and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
mortgage, deed of trust or ground lease whether this Lease or such Options are
dated prior or subsequent to the date of said mortgage, deed of trust or ground
lease or the date of recording thereof.

     (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be; provided, however, that Lessor must use best efforts to secure from
lender a nondisturbance agreement containing provisions which are reasonable and
customary for commercial leasing transactions.  Lessee's failure to execute such
documents within fifteen (15) business days after written demand shall
constitute a material default by Lessee hereunder without further notice to
Lessee.

31.  ATTORNEYS' FEES.

     31.1  If either party named herein bring an action to enforce the terms
hereof or declare rights hereunder, the prevailing party in any such action,
trial or appeal thereon, shall be entitled to his reasonable attorneys' fees to
be paid by the losing party as fixed by the court in the same or a separate
suit, and whether or not such action is pursued to decision or judgment.

     31.2  The attorneys' fee award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred in good faith.

                                    Page 26

     31.3  Lessor shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notices of default
and consultations in connection therewith, whether or not a legal action is
subsequently commenced in connection with such default.

32.  LESSOR'S ACCESS.

     32.1  Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purpose of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises.  Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.

     32.2  All activities of Lessor pursuant to this paragraph shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

     32.3  Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forceable or unlawful entry or
detainer of the Premises or an eviction.  Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent.  Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent.  The holding of any auction on the Premises or Common Areas in
violation of this paragraph shall constitute a material default of this Lease.

34.  SIGNS.  Lessee shall not place any additional permanent sign upon the
Premises or the Office Building Project without Lessor's prior written consent;
provided, however, that Lessee may replace any currently existing permanent sign
upon the Premises with the consent of Lessor, which consent shall not be
unreasonably withheld.  Under no circumstances shall Lessee place a sign on any
roof of the Office Building Project.  Notwithstanding the foregoing, Lessee
shall be allowed to maintain, and Lessor hereby approves (subject to proof that
such signs are properly permitted and in accordance with all local ordinances)
of all permanent signs existing on the Premises and the Office Building Project
as of the Commencement Date.  Additionally, Lessee shall be entitled to affix
its other customary signs, advertising placards, names, insignia, trademarks and
other descriptive materials to the interior of the Premises in accordance with
the signage plan attached hereto as Exhibit "E" (except that signs notifying
Lessee's customers of branch holiday closings may be placed on the entrance
doors to the Premises and the doors from the Premises to the Building lobby);
provided that all such signs, advertising placards and other descriptive
materials shall be commercially printed and shall occupy no more than ten
percent (10%) of the interior surface area of the glass on the ground floor of
the Premises.

                                    Page 27

35.  MERGER.  The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36.  CONSENTS.  Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37.  GUARANTOR.  In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38.  QUIET POSSESSION.  Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.  The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding an ownership interest in the
Office Building Project.

39.  OPTIONS.

     39.1  DEFINITION.  As used in this paragraph the word "Option" means the
right or option to extend the term of this Lease or to renew this Lease.

     39.2  OPTIONS PERSONAL.  Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease.  The Options, if any, herein granted to Lessee are not assignable
separate and apart from this Lease, nor may any Option be separated from this
Lease in any manner, either by reservation or otherwise.

     39.3  MULTIPLE OPTIONS.  In the event that Lessee has any multiple options
to extend or renew this Lease a later option cannot be exercised unless the
prior option to extend or renew this Lease has been so exercised.

     39.4  EFFECT OF DEFAULT ON OPTIONS.

     (a) Lessee shall have no right to exercise an Option, notwithstanding any
provision in the grant of Option to the contrary, (i) during the time commencing
from the date Lessor gives to Lessee a notice of default pursuant to paragraph
13.1(c) or 13.1(d) and continuing until the noncompliance alleged in said notice
of default is cured, or (ii) during the period of time commencing on the day
after a monetary obligation to Lessor is due from 

                                    Page 28

Lessee and unpaid (without any necessity for notice thereof to Lessee) and
continuing until the obligation is paid, or (iii) in the event that Lessor has
given to Lessee three or more notices of default under paragraph 13.1(c), or
paragraph 13.1(d), whether or not the defaults are cured, during the 12-month
period of time immediately prior to the time that Lessee attempts to exercise
the subject Option, (iv) if Lessee has committed any non-curable breach,
including without limitation those described in paragraph 13.1(b), or is
otherwise in default of any of the terms, covenants or conditions of this Lease.

     (b) The period of time within which an Option may be exercised shall not be
extended or enlarged by reason of Lessee's inability to exercise an Option
because of the provisions of paragraph 39.4(a).

     (c) All rights of Lessee under the provisions of an Option shall terminate
and be of no further force of effect, notwithstanding Lessee's due and timely
exercise of the Option, if, after such exercise and during the term of this
Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee for a
period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1(d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, (iii)
Lessor gives to Lessee three or more notices of default under paragraph 13.1(c),
or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if Lessee
has committed any non-curable breach, including without limitation those
described in paragraph 13.1(b), or is otherwise in default of any of the terms,
covenants and conditions of this Lease.

     39.5  OPTION TO EXTEND TERM.  Lessee shall have the Option to extend the
term of this Lease for the ground floor only on the terms set forth in the lease
attached hereto as Exhibit "H" for two (2) consecutive five-year terms (each an
"extended term") following expiration of the initial Term off the Lease, by
giving written notice of exercise of the Option (the "option notice") to Lessor
at least six (6) months, but no more than nine (9) months before the expiration
of the Term, at an annual Base Rent equal to the higher of the "fair market
rental rate" or the prevailing Base Rent payable by Lessee in the twelve (12)
months immediately preceding the extended term.  The "fair market rental rate"
shall mean and refer to the monthly rental rate then being charged for non-
renewal, non-expansion, then-current, comparable, non-sublease, non-encumbered,
non-equity space for retail bank branch use (collectively, "Comparable Space")
in reasonably equivalent first class commercial office buildings in the Sherman
Oaks-Encino area, similarly improved, taking into consideration the floor level
on which the Premises are located, existing tenant improvements or, if no such
improvements exist, allowances provided or to be provided for such comparable
space, rental abatement concessions, if any, the length of the relevant term,
the extent of services to be provided to the Premises, the date as of which the
fair market rental rate is to become effective, and any other relevant terms or
conditions.  In order to determine the fair market rental rate for purposes
hereof, Lessor shall provide written notice of the fair market rental rate not
later than thirty (30) days after the last day on which the option notice may be
given by Lessee.  Lessee shall have fifteen (15) days ("Lessee's Review Period")
after receipt of Lessor's notice within which to accept such fair market rental
rate or to reasonably object thereto in writing.  Failure of Lessee to so object
to the fair market rental rate submitted by Lessor in writing within Lessee's
Review Period shall conclusively be deemed its approval thereof.  In the event
Lessor objects to the fair market rental rate submitted by Lessor, Lessor and
Lessee shall attempt in good faith to reach agreement on such fair market rental
rate within fifteen (15) days following Lessee's Review Period (the "Outside
Agreement Date"), after which each party's determination shall be submitted to
appraisal as follows.  Lessor and Lessee shall each appoint one independent
appraiser who shall be a real estate professional who shall have been active
over the five (5) year period ending on the date of such appointment in the
leasing of commercial properties in the Sherman Oaks-Encino area.  The
determination of the appraisers shall be limited solely to the issue of whether
Lessor's or Lessee's submitted fair market rental rate for the ground floor of
the Premises is the closest to the actual fair market rental rate for the ground
floor of the Premises as determined by the appraisers, taking into account the
requirements for 

                                    Page 29

Comparable Space outlined above. Such decision shall be based upon the projected
prevailing fair market rental rate as of the commencement date of the extended
term. Each appointed appraiser shall within ten (10) days of the date of the
appointment of the last appraiser agree upon and appoint a third appraiser who
shall be qualified under the same criteria set forth hereinabove for the
qualification of the initial two (2) appraisers. The three (3) appraisers shall
within thirty (30) days of the appointment of the third appraiser reach a
decision as to whether the parties shall use Lessor's or Lessee's submitted fair
market rental rate, and shall notify the parties thereof. The decision of the
majority of the three (30) appraisers shall be binding upon Lessor and Lessee.
If either Lessor or Lessee fails to appoint an appraiser within the time period
specified hereinabove, the appraiser appointed by one of them shall reach a
decision based upon the same procedures as set forth above and shall notify
Lessor and Lessee thereof, and such appraiser's decision shall be binding upon
Lessor and Lessee. If the two (2) appraisers fail to agree upon and appoint a
third appraiser, both appraisers shall submit the limited issue of choosing a
third appraiser to arbitration under the provisions of the American Arbitration
Association, based upon the same procedures as set forth above. The cost of the
appraisers and/or of the arbitration shall be paid by the losing party.

40.  SECURITY MEASURES--LESSOR'S RESERVATIONS.

     40.1  Lessee hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project.  Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and the
property of Lessee and of Lessee's agents and invitees from acts of third
parties.  Notwithstanding anything to the contrary contained in this Lease,
Lessor and Lessee further acknowledge that Lessor shall have no responsibility
or liability for the security or safety of Lessee's employees or customers
utilizing the night depositories or ATM(s) installed on the Premises.

     40.2  Without limiting its rights at law or elsewhere under this Lease,
Lessor shall have the following rights:

     (a) To change the name, address or title of the Office Building Project or
building in which the Premises are located upon not less than 90 days' prior
written notice;

     (b) To, at Lessee's expense, provide and install Building standard graphics
on the door of the Premises and such portions of the Common Areas as Lessor
shall reasonably deem appropriate;

     (c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given herein;

     (d) To place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the buildings or the Office
Building Project or on pole signs in the Common Areas.

     40.3  Lessee shall not:

     (a) Use a representation (photographic or otherwise) of the Building or the
Office Building Project or their name(s) in connection with Lessee's business
(other than in Lessee's annual report) without Lessor's prior written consent,
which shall not be unreasonably withheld;

     (b) Suffer or permit anyone, except in emergency, to go upon the roof of
the Building.

                                    Page 30

41.  EASEMENTS.

     41.1  Lessor reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, and
to cause the recordation of Parcel Maps and restrictions, so long as such
easements, rights, dedications, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

     41.2  The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42.  INTENTIONALLY OMITTED.

43.  LESSOR'S RIGHT TO PERFORM.  Except as specifically provided otherwise in
this Lease, all covenants and agreements by Lessee under this Lease shall be
performed by Lessee at Lessee's sole cost and expense and without any abatement
or offset of rent.  If Lessee shall fail to pay any sum of money (other than
Basic Rent) or perform any other act on its part to be paid or performed
hereunder and such failure shall continue for ten (10) days with respect to
monetary obligations (or thirty (30) days with respect to non-monetary
obligations) then, notwithstanding anything to the contrary provided elsewhere
herein, after Lessee's receipt of written notice thereof from Lessor, Lessor
may, without waiving or releasing Lessee from any of Lessee's obligations, make
such payment or perform such other act on behalf of Lessee.  All sums so paid by
Lessor and all necessary incidental costs incurred by Lessor in performing such
other acts, together with interest at the Lease Rate and any reasonable
administrative fee charged by Lessor, shall be payable by Lessee to Lessor
within five (5) days after demand therefor as additional rent.  Notwithstanding
the foregoing, in the event of an emergency, Lessor shall have the right,
without notice to Lessee, to immediately perform any obligation of Lessee
hereunder.  The foregoing rights are in addition to any and all remedies
available to Lessor upon Lessee's default as described in paragraph 13.2

44.  LIMITATION ON LESSOR'S LIABILITY.  Notwithstanding anything contained in
this Lease to the contrary, the obligations of Lessor under this Lease
(including any actual or alleged breach or default by Lessor) do not constitute
personal obligations of the individual partners, directors, officers or
shareholders of Lessor or Lessor's partners, and Lessee shall not seek recourse
against the individual partners, directors, officers or shareholders of Lessor
or Lessor's partners, or any of their personal assets for satisfaction of any
liability with respect to this Lease.  In addition, in consideration of the
benefits accruing hereunder to Lessee and notwithstanding anything contained in
this Lease to the contrary, Lessee hereby covenants and agrees for itself and
all of its successor and assigns that the liability of Lessor for its
obligations under this Lease (including any liability as a result of any actual
or alleged failure, breach or default hereunder by Lessor), shall be limited
solely to, and Lessee's and its successors' and assigns' sole and exclusive
remedy shall be against, Lessor's interest in the Office Building Project and
proceeds therefrom, and no other assets of Lessor.

45.  TOXIC MATERIALS.

                                    Page 31

     (a)  Definitions.

          For purposes of this paragraph 45, "Hazardous Material" shall mean any
substance:

          (i) the presence of which requires investigation or remediation under
any federal, state or local statute, regulation, ordinance, order, action or
policy; or

          (ii) which is or becomes defined as a "hazardous waste" or "hazardous
substance" under any federal, state or local statute, regulation, ordinance or
amendments thereto including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601
et seq.) and or the Resource Conservation and Recovery Act (42 U.S.C. section
6901 et seq.); or

          (iii)  which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes
regulated by any governmental authority, agency, department, commission, board,
agency or instrumentality of the United States, the State of California or any
political subdivision thereof; or

          (iv) the presence of which on the Premises, Building or Office
Building Project causes or threatens to cause a nuisance upon the Premises,
Building or Office Building Project or to adjacent properties or poses or
threatens to pose a hazard to the Premises, Building or Office Building Project
or to the health or safety of persons on or about the Premises, Building or
Office Building Project; or

          (v) without limitation which contains gasoline, diesel fuel or other
petroleum hydrocarbons; or

          (vi) without limitation which contains polychlorinated bipheynols
(PCBs), asbestos or urea formaldehyde foam insulation; or

          (vii)  which is or becomes defined as "medical waste" under the
Medical Waste Management Act (Health & Safety Code Sections 25015-25099.3).

          For purposes of this paragraph 45, "Environmental Requirements" means
all applicable present and future statutes, regulations, rules, ordinances,
codes, licenses, permits, orders, approvals, plans, authorizations, concessions,
franchises and similar items, of all governmental agencies, departments,
commissions, boards, bureaus or instrumentalities of the United States, states
and political subdivisions thereof and all applicable judicial and
administrative and regulatory decrees, judgments and orders relating to the
protection of human health or the environment, including without limitation:

          (i) all requirements, including but not limited to those pertaining to
reporting, licensing, permitting, investigation and remediation of emissions,
discharges, releases or threatened releases of "Hazardous Materials," chemical
substances, pollutants, contaminants or hazardous or toxic substances, materials
or wastes whether solid, liquid or gaseous in nature, into the air, surface
water, groundwater or land, or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
chemical substances, pollutants, contaminants or hazardous or toxic substances,
materials, or wastes, whether solid, liquid or gaseous in nature; and

                                    Page 32

          (ii) all requirements pertaining to the protection of the health and
safety of employees or the public.

          For purposes of this paragraph 45, "Environmental Damages" means all
claims, judgments, damages, losses, penalties, fines, liabilities (including
strict liability), encumbrances, liens, costs and expenses of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of
any good faith settlement of judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorneys' fees and disbursements and consultants' fees,
any of which are incurred at any time as a result of the existence on or after
the date upon which Lessee takes possession of the Premises (the "Possession
Date") of "Hazardous Material" upon, about, beneath the Premises, Building or
Office Building Project or migrating or threatening to migrate to or from the
Premises, Building or Office Building Project or the existence of a violation of
"Environmental Requirements" pertaining to the Premises, Building or Office
Building Project, regardless of whether the existence of such "Hazardous
Material" or the violation of "Environmental Requirements" arose prior to the
present ownership or operation of the Premises, Building or Office Building
Project, and including without limitation:

          (i) damages for personal injury, or injury to property or natural
resources occurring upon or off of the Premises, Building or Office Building
Project, foreseeable or unforeseeable, including, without limitation, lost
profits, consequential damages, the cost of demolition and rebuilding of any
improvements on real property, interest and penalties including but not limited
to claims brought by or on behalf of employees of Lessee, with respect to which
Lessee waives any immunity to which it may be entitled under any industrial or
worker's compensation laws;

          (ii) fees incurred for the service of attorneys, consultants,
contractors, experts, laboratories and all other costs incurred in connection
with the investigation or remediation of such "Hazardous Materials" or violation
of "Environmental Requirements" including, but not limited to, the preparation
of any feasibility studies or reports or the performance of any cleanup,
remedial, removal, response, abatement, containment, closure, restoration or
monitoring work required by any federal, state or local governmental agency or
political subdivision, or reasonably necessary to make full economic use of the
Premises, Building or Office Building Project or any other property or otherwise
expended in connection with such conditions, and including without limitation
any attorneys' fees, costs and expenses incurred in enforcing this Lease or
collection of any sums due hereunder;

          (iii)  liability to any third person or governmental agency to
indemnify such person or agency for costs expended in connection with the items
referenced in subparagraph (ii) herein; and

          (iv) diminution in the value of the Premises, Building or Office
Building Project, and damages for the loss of business and restriction on the
use of or adverse impact on the marketing of rentable or usable space or of any
amenity of the Premises, Building or Office Building Project.

          (b)  Lessee's Obligations.

          Lessee, at its sole cost and expense, shall comply with all
Environmental Requirements relating to the storage, use and disposal of all
Hazardous Materials, including those materials identified in Sections 66680
through 66685 of Title 22 of the California Administrative Code, Division 4,
Chapter 30 ("Title 22") as the same may be amended from time to time.  If Lessee
does store, use or dispose of any Hazardous Materials, Lessee shall notify
Lessor in writing at least ten (10) days prior to the first appearance of such
materials on the Premises, 

                                    Page 33

Building or Office Building Project, and Lessor shall have the right to
disapprove of Lessee's use thereof on the Premises (provided that Lessor's
failure to disapprove thereof shall not constitute Lessor's approval thereof or
excuse Lessee from complying with the terms of this paragraph 45), and Lessee's
failure to so notify Lessor shall constitute a default under this Lease. Lessee
shall be solely responsible for and shall protect, defend, indemnify, and hold
Lessor, its agents and contractors harmless from and against all Environmental
Damages arising out of or in connection with the storage, use and disposal of
Hazardous Materials by Lessee, its officers, employees, agents, representatives,
servants, sublessees, concessionaires, licensees, contractors, invitees or
permittees. If the presence of Hazardous Materials on the Premises, Building or
Office Building Project caused or permitted by Lessee results in contamination
or deterioration of water or soil resulting in a level of contamination greater
than the levels established by any governmental agency having jurisdiction over
such contamination, then Lessee shall, at its sole cost and expense, promptly
take any and all action necessary to clean up such contamination if required by
law or as a condition to the issuance or continuing effectiveness of any
governmental approval which relates to the use of the Premises, Building or
Office Building Project. If at any time prior to the expiration of the Lease
term, Lessor shall reach a reasonable good faith determination that Lessee or
its officers, employees, agents, representatives, servants, sublessees,
concessionaires, licensees, contractors, invitees or permittees have at any time
violated any Environmental Requirements, discharged any Hazardous Material onto
the Premises, Building or Office Building Project, or surrounding areas or
otherwise subjected Lessor or the Office Building Project to liability for
Environmental Damages, then Lessor shall have the right to require Lessee to
conduct appropriate tests of water and soil and to deliver to Lessor the result
of such tests to demonstrate that no contamination in excess of legally
permitted levels has occurred as a result of Lessee's use of the Premises,
Building or Office Building Project. If the presence of Hazardous Materials on
the Premises, Building or office Building Project is caused or permitted by
Lessee or its officers, employees, agents, representatives, servants,
sublessees, concessionaires, licensees, contractors, invitees or permittees such
that Lessor or Lessee becomes obligated to conduct the necessary clean-up of
such contamination as required above, then, Lessee shall further be solely
responsible for, and shall protect, defend, indemnify and hold Lessor, its
agents and contractors harmless from and against all claims, costs and
liabilities, including actual attorneys' fees, expert witness fees and costs,
arising out of or in connection with any removal, cleanup and restoration work
and materials required hereunder to return the Premises, Building or office
Building Project and any other property of whatever nature to conditions which
existed prior to Lessee's use thereof and which are within acceptable levels
according to all Environmental Requirements or any other Federal, State or local
governmental requirements. Lessee's obligations hereunder shall survive the
expiration or earlier termination of this Lease.

46.  INTENTIONALLY OMITTED.

47.  AUTHORITY.   Lessee and Lessor, and each individual executing this Lease on
behalf of such entity, represent and warrant that such individual is duly
authorized to execute and deliver this Lease on behalf of said entity.  Lessee
and Lessor shall, within thirty (30) days after execution of this Lease, deliver
to one another evidence of such authority.

48.  CONFLICT.  Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the computer-generated, typewritten or handwritten provisions,
if any, shall be controlled by the computer-generated, typewritten or
handwritten provisions.

                                    Page 34

49.  NO OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

50.  INTENTIONALLY OMITTED.

51.  MULTIPLE PARTIES.  If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

52.  INTENTIONALLY OMITTED.

53.  ATTACHMENTS.  Attached hereto are the following documents which constitute
a part of this Lease:  See Exhibit List below.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

                 LESSOR                                        LESSEE

                                    Page 35

CITADEL REALTY, INC                      FIDELITY FEDERAL BANK, FSB 

By_____________________________          By________________________________
  
     Its_______________________                Its_________________________

By:____________________________          By:_______________________________

     Its_______________________                Its_________________________

Executed at____________________          Executed at_______________________

on_____________________________          on________________________________

                                    Page 36

Address:  600 North Brand Boulevard
          P.O. Box 1631
          Glendale, California  91209
          Attention:  President

Address:  600 North Brand Boulevard
          P.O. Box 1631
          Glendale, California  91209
          Attention:  Corporate Properties

                                    Page 37

EXHIBIT LIST
- - ------------

EXHIBIT A - Premises
EXHIBIT B - Legal Description
EXHIBIT C - Rules and Regulations
EXHIBIT D - Restoration and Rehabilitation Plan
EXHIBIT E - Signage Plan
EXHIBIT F - Sublease - White, Zuckerman, Warsavsky & Luna, Inc.
EXHIBIT G - Option Lease

                                    Page 38

                                   EXHIBIT A

                             STANDARD OFFICE LEASE

                                   FLOOR PLAN

                                    Page 39

                                                                     EXHIBIT "B"

3. The land referred to in this report is situated in the State of California,

   County of LOS ANGELES          and is described as follows:

PARCEL A, OF PARCEL MAP L.A. NO. 3971, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 97 PAGE 87 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                    Page 40

                                   EXHIBIT C

                           RULES AND REGULATIONS FOR

                             STANDARD OFFICE LEASE

                                 GENERAL RULES

TO THE EXTENT ANY PROVISION OF THESE RULES AND REGULATIONS CONFLICTS WITH
THE TERMS OF THE LEASE, THE PROVISIONS OF THE LEASE SHALL PREVAIL

     1.  Lessee shall not unreasonably suffer or permit the obstruction of any
Common Areas, including driveways, walkways and stairways.

     2.  Lessor reserves the right to refuse access to any persons Lessor in
good faith judges to be a threat to the safety, reputation, or property of the
Office Building Project and its occupants.

     3.  Lessee shall not make or permit any noise or odors that annoy or
interfere with other lessees or persons having business within the Office
Building Project.

     4.  Lessee shall not keep animals or birds within the Office Building
Project, and shall not bring motorcycles or other vehicles into areas not
designated as authorized for same.

     5.  Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

     6.  No sign, advertisement of notice shall be displayed, printed or affixed
on or to the Premises or to the outside or inside of the Building or so as to be
visible from outside the Premises or Building without Lessor's prior written
consent.  Lessor shall have the right to remove any non-approved sign,
advertisement or notice, without notice to and at the expense of Lessee, and
Lessor shall not be liable in damages for such removal.  All approved signs or
lettering on doors and walls shall be printed, painted, affixed or inscribed 

                                    Page 41

at the expense of Lessee by Lessor or by a person selected by Lessor and in a
manner and style acceptable to Lessor.

     7.  The sidewalks, halls, passages, exits, entrances, elevators and
stairways and other portions of the common areas shall not be obstructed by
Lessee or used for any purpose other than for ingress and egress from Lessee's
Premises.

     8.  Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein.

     9.  Lessee shall not overload the floor of the Premises or mark, drive
nails, screw or drill into the partitions, ceilings or floor or in any way
deface the Premises nor shall Lessee suffer or permit anything in or around the
Premises or Building that causes excessive vibration or floor loading in any
part of the Office Building Project.

     10.  Lessor shall have the right to reasonably prescribe the weight, size
and position of all heavy safes and other heavy equipment brought into the
Building, except for the existing walk in vault on the ground floor.  Lessor may
exclude from the Building any such heavy or bulky equipment or articles, the
weight of which may exceed the floor load for which the Building is designed, or
such equipment or articles as may violate any provisions of the Lease of which
these rules and regulations are a part.  Lessee shall not use any machinery or
other bulky articles on the Premises, even though its installation may have been
permitted, which may cause any noise, or jar, or tremor in the floors or walls,
or which by its weight might injure the floor of the Building.  Safes or other
heavy equipment shall, as considered reasonably necessary by Lessor, stand on a
platform of such thickness as is necessary to properly distribute the weight.

     11.  Lessee shall not use or keep in the Premises, Building or Office
Building Project any kerosene, gasoline or inflammable, explosive or combustible
fluid or material, or use any method of heating or air-conditioning other than
that supplied by Lessor.

     12.  Intentionally Omitted.

     13.  Lessee shall not obstruct, alter, or in any way impair the efficient
operation of Lessor's heating, ventilating and air-conditioning system.

     14.  The Premises shall not be used for manufacturing purposes.  Lessee
shall not, without Lessor's prior written consent, occupy or permit any portion
of the Premises to be occupied or used for the manufacture or sale of liquor or
tobacco in any form, or as a barber or manicure shop, or as an employment
bureau.  The Premises shall not be used for lodging or sleeping or for any
improper, objectionable or immoral purpose.  No auction shall be conducted on
the Premises.

     15.  Lessee shall not make, or permit to be made, any unseemly or
disturbing noises, or disturb or interfere with occupants of the Building, the
Office Building Project or neighboring buildings or premises or those having
business with it by the use of any musical instrument, radio, phonographs or
unusual noise, or in any other way.

     16.  No vehicles or animals of any kind shall be brought into or kept in or
about the Premises, and no cooking (except in microwave ovens for consumption by
Lessee's employees) shall be done or 

                                    Page 42

permitted by any lessee in the Premises, except that the preparation of coffee,
tea, hot chocolate and similar items for lessees, their employees and visitors
shall be permitted. No lessee shall cause or permit any unusual or objectionable
odors to be produced in or permeate from or throughout the Premises.

     17.  The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any lessee, nor shall any
bottles, parcels or other articles be placed on the windowsills.

     18.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any lessee, unless Lessor is furnished a key therefor.
Lessee must, upon the termination of its tenancy, give the Lessor all keys of
stores, offices, or toilets and toilet rooms, either furnished to, or otherwise
procured by Lessee, and in the event of the loss of any keys so furnished,
Lessee shall pay Lessor the cost of replacing the same or of changing the lock
or locks opened by such key if Lessor shall deem it necessary to make such
change.

     19.  Lessor shall have the right to prohibit any advertising by any lessee
which, in Lessor's opinion, tends to impair the reputation of the Building or
the Office Building Project or its desirability as an office building and upon
written notice from Lessor any lessee shall refrain from and discontinue such
advertising.

     20.  Any person employed by any lessee to do janitorial work shall, while
in the Building or the Office Building Project and outside of the Premises, be
subject to and under the control and direction of the office of the Office
Building Project (but not as an agent or servant of Lessor, and the lessee shall
be responsible for all acts of such persons).

     21.  No air conditioning unit or other similar apparatus shall be installed
or used by any lessee without the prior written consent of Lessor.

     22.  There shall not be used in any space, or in the public halls of the
Building, either by any lessee or others, any hand trucks except those equipped
with rubber tires.

     23.  Intentionally omitted.

     24.  Lessee shall be responsible for the inappropriate use of any toilet
rooms, plumbing or other utilities.  No foreign substances of any kind are to be
inserted therein.

     25.  Lessee shall not deface the walls, partitions or other surfaces of the
Premises or Office Building Project.

     26.  Lessee shall be responsible for any damage to the Office Building
Project arising from the transportation of furniture, significant freight and
equipment that Lessee moves in or out of the Building.

     27.  Intentionally omitted.

     28.  Lessee reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays, and on other days between the hours of 8 P.M. and
6:00 A.M. of the following day, or such other hours as Lessee may determine.

                                    Page 43

     29.  No window coverings, shades or awnings shall be installed or used by
Lessee, without Lessor's prior written consent, which shall not be unreasonably
withheld.

     30.  No Lessee, employee or invitee shall go upon the roof of the Building,
except in an emergency.

     31.  Lessee shall not suffer or permit smoking or carrying of lighted
cigars or cigarettes in areas designated by applicable governmental agencies as
non-smoking areas.

     32.  Lessee shall not use any method of heating or air conditioning other
than as provided by Lessor.

     33.  Lessee shall not install, maintain or operate any vending machines
upon the Premises except for the exclusive use of Lessee, other lessees and
their employees.

     34.  The Premises shall not be used for lodging or manufacturing.

     35.  Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

     36.  Lessor reserves the right to waive any one of these rules or
regulations, and/or as to any particular Lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Lessee.

     37.  Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.

     38.  Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and its occupants.  Lessee
agrees to abide by these and such rules and regulations.

     39.  All doors opening onto public corridors shall be kept closed, except
when being used for ingress and egress.

     40.  Intentionally omitted.

     41.  Canvassing, soliciting and peddling in the Building are prohibited and
each lessee shall cooperate to prevent the same.

                                 PARKING RULES

     1.  Parking areas shall be used only for parking by vehicles no longer than
full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

     2.  Intentionally omitted.

                                    Page 44

     3.  Intentionally omitted.

     4.  Intentionally omitted.

     5.  Intentionally omitted.

     6.  Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.

     7.  Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle.  Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

     8.  Intentionally omitted.

     9.  The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.

     10.  Lessee shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.

     11.  Lessor reserves the right to reasonably modify these rules and/or
adopt such other reasonable and non-discriminatory rules and regulations as it
may deem necessary for the proper operation of the parking area.

     12.  Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.

     13.  Lessee or its agent may tow or otherwise remove any vehicles which are
parked illegally in the parking areas.  Such towing shall be at the sole cost
and expense of Lessee.

                                    Page 45

                                   EXHIBIT H

                           PROVISIONS OF OPTION LEASE

          The Option to extend the term of the Lease shall be on the same terms
as the Lease, except that Base Rent shall be calculated as set forth in
paragraph 39.5 of the Lease and the following paragraphs of the Lease shall be
revised as follows:

     1.2  PREMISES:  Ground floor, consisting of approximately 7,079 BOMA
rentable square feet, more or less, as defined in paragraph 2 and as shown on
Exhibit "A" hereto (the "Premises").

     1.4  PERMITTED USE: Retail bank branch, subject to paragraph 6.

     1.5  TERM: Five (5) years commencing __________ ("Commencement Date") and
ending ______________________________________________________________________,
as defined in paragraph 3.

     1.10  LESSEE'S SHARE OF OPERATING EXPENSES: 26.94% as defined in paragraph
4.2.

     2.2.  VEHICLE PARKING:  So long as Lessee is not in default, and subject to
the rules and regulations attached hereto as Exhibit C, and as established by
Lessor from time to time Lessee shall be entitled to use 26.94% of the parking
spaces in the Office Building Project, free of charge; provided, however that
Lessee shall pay any and all taxes or surcharges applicable to such parking use
which may be levied by any state or local governmental agency from time to time.

     4.2  OPERATING EXPENSES.  Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined, of
all Operating Expenses, as hereinafter defined, during each calendar year of the
term of this Lease, in accordance with the following provisions:

          (a) "Lessee's Share" is defined, for purposes of this Lease, as the
percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office Building Project.  It is understood and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision
except in connection with an actual change in the size of the Premises or a
change in the space available for lease in the Office Building Project.  It is
further agreed that Lessee shall in no event be entitled to a credit to or
adjustment of Lessee's Share of Operating Expenses payable hereunder, even if
the ratio of Operating Expenses actually paid by Lessee compared to total
Operating Expenses actually paid by other lessees of the Office Building Project
exceeds Lessee's Share (as it might, by way of example only and not limitation,
if some leases of the Office Building Project are made on a "gross" basis, in
which case the lessees under such leases would not directly pay any portion of
the Operating Expenses).

          (b) "Operating Expenses" is defined, for purposes of this Lease, to
include all costs, if any, incurred by Lessor in the exercise of its reasonable
discretion, for:

          (i) The operation, repair, maintenance, and replacement, in neat,
clean, safe, good order and condition, of the Office Building Project,
including, but not limited to, the following:

                                    Page 46

          (aa) The Common Areas, including their surfaces, coverings, decorative
items, carpets, drapes and window coverings, and including parking areas,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
stairways, parkways, driveways, landscaped areas, striping bumpers, irrigation
systems, Common Area lighting facilities, building exteriors and roofs, fences
and gates;

          (bb) All heating, air conditioning, plumbing, electrical systems, life
safety equipment, telecommunication and other equipment used in common by, or
for the benefit of, lessees or occupants of the Office Building Project,
including elevators and escalators, lessee directories, fire detection systems
including sprinkler system maintenance and repair.

          (ii) Trash disposal, janitorial and security services;

          (iii)  Any other service to be provided by Lessor that is elsewhere in
this Lease stated to be an "Operating Expense";

          (iv) The cost of the premiums for the liability and property insurance
policies to be maintained by Lessor under paragraph 8 hereof;

          (v) The amount of the real property taxes to be paid by Lessor under
paragraph 10.1 hereof;

          (vi) The cost of water, sewer, gas, electricity, and other publicly
mandated services to the Office Building Project;

          (vii)  Labor, salaries and applicable fringe benefits and
costs,materials, supplies and tools, used in maintaining and/or cleaning the
Office Building Project and accounting and a management fee attributable to the
operation of the Office Building Project.

          (viii)  Replacing and/or adding improvements mandated by any
governmental agency and any repairs or removals necessitated thereby amortized
over its useful life according to Federal income tax regulations or guidelines
for depreciation thereof (including interest on the unamortized balance as is
then reasonable in the judgment of Lessor's accountants);

          (ix) Replacements of equipment or improvements, as amortized over such
equipment or improvement's useful life for depreciation purposes according to
federal income tax guidelines;

          (x) Environmental Damages (as hereinafter defined) to the extent not
recovered by Lessor directly from any lessees of the Office Building Project.

          (c) Operating Expenses shall not include any expenses paid by any
lessee directly to third parties, or as to which Lessor is otherwise reimbursed
by any third party, other lessee, or by insurance proceeds.

          (d) Lessee's Share of Operating Expenses shall be payable by Lessee
within ten (10) days after a reasonably detailed statement of actual expenses is
presented to Lessee by Lessor.  At Lessor's option, however, an amount may be
estimated by Lessor from time to time of Lessee's Share of annual Operating
Expenses and the same shall be payable monthly or quarterly, as Lessor shall
designate, during each calendar year of the Lease term, 

                                    Page 47

on the same day as the Base Rent is due hereunder. In the event that Lessee pays
Lessor's estimate of Lessee's Share of Operating Expenses as aforesaid, Lessor
shall deliver to Lessee within sixty (60) days after the expiration of each
calendar year a reasonably detailed statement showing Lessee's Share of the
actual Operating Expenses incurred during the preceding year. If Lessee's
payments under this paragraph 4.2(e) during said preceding calendar year exceed
Lessee's Share as indicated on said statement, Lessee shall be entitled to
credit the amount of such overpayment against Lessee's Share of Operating
Expenses next falling due. If Lessee's payments under this paragraph during said
preceding calendar year were less than Lessee's Share as indicated on said
statement, Lessee shall pay to Lessor the amount of the deficiency within ten
(10) days after delivery by Lessor to Lessee of said statement.

                                    Page 48

                                                                EXHIBIT 10.28(I)

                             STANDARD OFFICE LEASE

                                 MODIFIED GROSS

1.  BASIC LEASE PROVISIONS ("Basic Lease Provisions").

     1.1  PARTIES:  This Lease, dated, for reference purposes only, July 15,
1994, is made by and between Citadel Realty, Inc. (herein called "Lessor") and
Fidelity Federal Bank, a Federal Savings Bank (herein called Lessee").

     1.2  PREMISES:  The ground floor, consisting of approximately 11,823 BOMA
rentable square feet (the "Ground Floor") and the fourth, fifth and sixth
floors, consisting of approximately 46,384 BOMA rentable square feet (the "Upper
Floors"), more or less, as defined in paragraph 2 and as shown on Exhibit "A"
hereto (the Ground Floor and the "Upper Floors" are collectively referred to
herein as the "Premises").  If BOMA measurements of rentable square footage for
the Premises vary from the numbers set forth above, an adjustment to the rental
rate per square foot shall be made so that the monthly Base Rent set forth in
paragraph 1.6 hereof remains the same and an adjustment shall be made to
Lessee's share of operating expenses as set forth in paragraph 1.10.

     1.3  BUILDING:  Commonly described as being located at 600 North Brand
Boulevard, in the City of Glendale, County of Los Angeles, State of California,
as more particularly described in Exhibit "B" hereto, and as defined in
paragraph 2.

     1.4  PERMITTED USE:  Retail bank branch on the Ground Floor and general
office use on the Upper Floors, subject to paragraph 6.

     1.5  TERM:  Ten (10) years commencing _______, 199_ ("Commencement Date")
and ending _______, 200_ (the "Expiration Date"), as set forth in paragraph 3.

     1.6  BASE RENT:  $101,744 per month ($2.25 per square foot for the Ground
Floor and $1.62 per square foot for the Upper Floors.  (11,823 x 2.25 = $26,602)
+ (46,384 x 1.62 = $75,142) = $101,744), payable on the first day of each month,
in advance, per paragraph 4.1.

     1.7  BASE RENT INCREASE:  On the date which is twelve (12) months from the
Commencement Date and each twelve (12) months thereafter during the term of this
Lease, the monthly Base Rent payable under paragraph 1.6 above shall be adjusted
as provided in paragraph 4.8.1 below and Base Rent shall be additionally
increased in the sixth year of the lease as set forth in 4.8.4 below.

     1.8  RENT PAID UPON EXECUTION:  Same as paragraph 1.6.

     1.9  SECURITY DEPOSIT:  One month's rent.

     1.10  LESSEE'S SHARE OF OPERATING EXPENSES:  65.34% (based on 89,081 total
Building sq. ft.), subject to adjustment after BOMA measurements as set forth in
paragraph 1.2 above.

     1.11  EXPENSE BASE YEAR:   Calendar year 199_, as defined in 4.2.

                                       1

     1.12  TAX BASE YEAR: Calendar year 199_, as defined in paragraph 4.2.

     1.13  OPTIONS TO EXTEND TERM:  Two (2) five-year options to extend the term
of the Lease for the Ground Floor only, as described in paragraph 39.5.

     1.14  OPTION TO PURCHASE:  Lessee shall have the option to purchase the
Office Building Project at fair market value at the end of the Term, provided
that the Office Building Project is then owned by Lessor, as described in
paragraph 39.6.

2.  PREMISES, PARKING AND COMMON AREAS.

     2.1  PREMISES:  The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions.  "Building" shall include adjacent parking structures used in
connection therewith.  The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project."  Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as
the "Premises," including rights to the Common Areas as hereinafter specified.

     2.2.  VEHICLE PARKING:  So long as Lessee is not in default, and subject to
the rules and regulations attached hereto as Exhibit C, and as established by
Lessor from time to time Lessee shall be entitled to use 160 reserved spaces in
the parking garage and 35 spaces in the adjacent surface parking lot, with the
right to require the Lessor to mark as "reserved" 15 of such 35 spaces closest
to the retail branch entrance; provided that nothing in this sentence shall
alter Lessor's rights to make changes to the Common Areas as set forth in
paragraph 2.5.  All of the above parking spaces are included in the rental rate;
provided, however, that Lessee shall pay any and all taxes or surcharges
applicable to such parking use which may be levied by any state or local
governmental agency from time to time.  Further, Lessee shall have the right to
rent up to an additional 50 spaces in the parking garage, at the monthly rate
applicable from time to time for monthly parking as set by lessor and/or its
licensee.  With respect to all parking provided hereunder, Lessee shall be
entitled to an amount of reserved parking spaces on each floor of the parking
garage equal to the pro rata amount of leased space it occupies in the Building
(i.e. 65.34%).

        2.2.1  If Lessee commits, permits or allows any of the prohibited
activities, described in the Lease or the rules then in effect, then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove or tow away the vehicle involved and charge
the cost to Lessee, which cost shall be immediately payable upon demand by
Lessor.

        2.2.2  With respect to the up to 50 additional spaces available to 
Lessee,the monthly parking rate per parking space will be $45.00 per month at 
the commencement of the term of this Lease, and is subject to change upon thirty
(30) days, prior written notice to Lessee; provided that in no event shall the
monthly parking rate charged Lessee exceed the prevailing rate charged for
similar parking facilities by similar first class office buildings in Glendale,
California.  Monthly parking fees shall be payable in advance on the first day
of each calendar month.

     2.3  COMMON AREAS - DEFINITION.  The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including, but not limited to,
common entrances, lobbies, corridors, stairways and stairwells, public
restrooms, elevators, escalators, parking areas to the extent not otherwise
prohibited by this Lease, loading and unloading 

                                       2

areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways,
landscaped areas and decorative walls.

     2.4  COMMON AREAS - RULES AND REGULATIONS.  Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit C with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and conform.  Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to
modify, amend and enforce said rules and regulations.  Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.

     2.5  COMMON AREAS - CHANGES.  Lessor shall have the right, in Lessor's sole
discretion, from time to time:

        (a) To make changes to the Building interior and exterior and Common
Areas, including, without limitation, changes in the location, size, shape,
number and appearance thereof, including but not limited to the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, discretion of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all times provide that the parking facilities
required by applicable law (but in no event shall Lessor be required to provide
parking spaces in excess of those currently existing) and that reasonable access
to the Building shall always remain available;

        (b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available (without
any abatement of rent to Lessee);

        (c) To designate other land and improvements outside the boundaries of
the Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

        (d) To add additional buildings and improvements to the Common Areas;

        (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion hereof;

        (f) To do and perform such other acts and make such other changes in, to
or with respect to the Common Areas and Office Building Project as Lessor may,
in the exercise of sound business judgment deem to be appropriate.

3.  TERM.

     3.1  TERM.  The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

     3.2   INTENTIALLY OMITTED.

        3.2.1  INTENTIONALLY OMITTED.

        3.2.2  INTENTIONALLY OMITTED.

     3.3  INTENTIONALLY OMITTED.

                                       3

     3.4   INTENTIONALLY OMITTED.

                                       4

4.  RENT.

     4.1  BASE RENT.  Subject to adjustment as hereinafter provided in paragraph
4.8, and except as may be otherwise expressly provided in this Lease, Lessee
shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions, without any offset or deduction whatsoever.  Lessee
shall pay Lessor upon execution hereof the advance Base Rent described in
paragraph 1.8 of the Basic Lease Provisions.  Rent for any period during the
term hereof which is for less than one month shall be prorated based upon the
actual number of days of the calendar month involved.  Rent shall be payable in
lawful money of the United States to Lessor at the address stated herein or to
such other persons or at such other places as Lessor may designate in writing.

     4.2   DEFINITIONS.  The following definitions shall apply to this Article
4:

        (a) "Expense Base Year" shall mean calendar year 199_.

        (b) "Tax Base Year" shall mean calendar year 199_.

        (c) "Expense Comparison Year" shall mean each successive calendar year
after the Expense Base Year during the Lease Term.

        (d) "Tax Comparison Year" shall mean each successive calendar year after
the Tax Base Year during the Lease Term.

        (e) "Lessee's Share of Operating Expenses" shall mean the percentage of
Lessee's Share of Operating Expenses specified in the Basic Lease Provisions.
Lessee's Share of Operating Expenses was calculated by dividing the rentable
area of the Premises by the total rental area of the office space in the
Building.  It is understood and agreed that the square footage figures set forth
in the Basic Lease Provisions are approximations which Lessor and Lessee agree
are reasonable and shall not be subject to revision (other than as set forth in
Article 1).

        (f) "Lessee's Tax Share" shall mean the percentage of Lessee's Tax Share
specified in the Basic Lease Provisions.  Lessee's Tax Share was calculated by
dividing the rentable area of the Premises by the total rentable area of the
office space in the Building.  It is understood and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision
(other than as set forth in Article 1).

        (g) "Operating Expenses" shall mean any and all direct costs and
expenses paid or incurred by Lessor in connection with the operation,
maintenance, management and repair of the Office Building Project.  By way of
illustration but not limitation, Operating Expenses shall include the following:
(i) the cost of air conditioning, electricity, steam, heating, water, plumbing,
mechanical, ventilating, electrical systems, sanitary and storm drainage, life
safety equipment, telecommunications equipment, lessee directories, fire
detection systems, sprinkler systems, the cost of environmental surcharges
imposed by any government entity, escalator and elevator systems and all other
utilities and the cost of supplies and equipment and maintenance and service
contracts in connection therewith; (ii) the cost of repairs and general
maintenance and cleaning, including all goods, services and supplies purchased
by Lessor in connection therewith; (iii) the cost of fire, extended coverage,
boiler, sprinkler, public liability, property damage, loss of rent, earthquake
and other insurance on or covering operations of the

                                       5

Building, including such other endorsements as Lessor may desire, all in such
amounts as Lessor may reasonably determine or the Building's share of a blanket
policy, whether or not it is actually paid for by the Building, as reasonably
determined by Lessor, and the cost of any losses payable by Lessor as a
deductible; (iv) wages, salaries and other labor costs, including uniforms,
taxes, insurance, retirement, medical and other employee benefits; (v)
reasonable fees, charges and other costs, including without limitation
management fees, consulting fees, legal fees and accounting fees, of all
independent contractors engaged by Lessor to perform services directly relating
to the management of the Office Building Project or reasonably charged by Lessor
if Lessor or its affiliate(s) perform management services in connection with the
Office Building Project, and the costs of supplying, replacing and cleaning
employee uniforms; (vi) the cost of licenses, permits and inspections and the
cost of contesting the validity or applicability of any governmental enactments
which may affect Operating Expenses; (vii) the cost of window coverings,
decorative items, carpeting and other wall or floor coverings furnished by
Lessor from time to time in public corridors and Common Areas; (viii) the cost
of repairs, maintenance and cleaning of the Common Areas including, but not
limited to striping, bumpers, irrigation systems, Common Area lighting
facilities, Building exteriors and roofs, fences and gates; (ix) Lessor's
contributions to any owner's associations providing maintenance or other
services or benefits to the Building; (x) the cost of trash disposal, janitorial
and security services; (xi) the amount of any reasonable reserves established
for anticipated expenditures; and (xii) the cost of any capital improvements
made to the Building after completion of its construction as a labor-saving or
energy conservation device or to effect other economies in the operation or
maintenance of the Building, or made to the Building after the date of this
Lease that are required under any governmental law or regulation that was not
applicable to the Building at the time that permits for the construction thereof
were obtained (including without limitation those undertaken to comply with the
Americans With Disabilities Act, as such Act applies to the Common Areas), such
costs to be amortized over such reasonable period as Lessor shall determine,
together with interest on the unamortized balance at a market rate.

     For purposes of this Lease, Operating Expenses shall not include taxes
covered under clause (h) below, interest expense (except as provided in clause
(ix) above), leasing commissions, the cost of tenant improvements, depreciation
on the improvements contained in the Building (except as provided in clause (ix)
above), the cost of capital expenditures not included within clause (ix) above
or any costs which are paid by any tenant directly to third parties or as to
which Lessor is otherwise reimbursed by any other tenant, third party or by
insurance proceeds.  The computation of Operating Expenses shall be made in
accordance with fair and reasonable accounting principles customarily applied by
owners of similar properties in Los Angeles County, California.

        (h) "Applicable Taxes" shall mean all taxes, assessments and charges 
levied on or with respect to the Building, the Office Building Project, or any
personal property of Lessor used in the operation thereof and payable by Lessor.
Applicable Taxes shall include, without limitation, all general real property
taxes and general and special assessments, fees, assessments or charges for
transit, police, fire, housing, other governmental services, or purported
benefits to the Building, service payments in lieu of taxes, and any tax, fee or
excise on the act of entering into this Lease or on the use or occupancy of the
Building or any part thereof, or on the rent payable under any lease or in
connection with the business of renting space in the Building, that are now or
hereafter levied on or assessed against Lessor by, or payable by Lessor as a
result of, the requirements of the United States of America, the State of
California, or any political subdivision, public corporation, district or other
political or public entity, and shall also include any other tax, fee or other
excise, however described, that may be levied or assessed as a substitute for,
or as an addition to, in whole or in part, any other taxes.  Applicable Taxes
shall not include franchise, transfer, inheritance or capital stock taxes or
income taxes measured by the net income of Lessor from all sources, unless, due
to a change in the method of taxation, any of such taxes are levied or assessed
against Lessor as a substitute for, in whole or in part, any other tax which
would otherwise constitute an Applicable Tax.  Applicable Taxes shall also
include reasonable legal fees, costs and disbursements incurred in connection
with proceedings to contest, determine or reduce Applicable Taxes.
Notwithstanding, anything to the contrary in this Lease, in the event that any
Applicable Taxes are payable, or may at the option of the taxpayer be paid in
installments, such Applicable Taxes shall be deemed to have been paid in
installments, regardless of the 

                                       6

method of actual payment by Lessor, and Lessee's Share of such Applicable Taxes
shall only include those installments which would become due and payable during
the Term.

     4.3  PAYMENT OF INCREASES.  If, with respect to any Expense Comparison
Year, the Operating Expenses shall be higher than the Operating Expenses for the
Expense Base Year, Lessee shall pay to Lessor as additional rent Lessee's Share
of Operating Expenses of any such increase in Operating Expenses in the manner
provided herein.  If, with respect to any Tax Comparison Year, the Applicable
Taxes shall be higher than the Applicable Taxes for the Tax Base Year, Lessee
shall pay to Lessor as additional rent, Lessee's Tax Share of any such increase
in Applicable Taxes in the manner provided herein.  Notwithstanding anything to
the contrary contained in the foregoing, Lessee shall not be assessed, nor shall
it pay, Lessee's Share of any increase in Operating Expenses or Applicable Taxes
over the Expense Base Year or Tax Base Year, respectively, until the thirteenth
(13) month following the Commencement Date.

     4.4  TIME FOR PAYMENT.  The payments contemplated under paragraph 4.3 shall
be made as follows:

        (a) During each month of each Comparison Year, Lessee shall pay to
Lessor, with each installment of Base Rent, such amounts as are estimated by
Lessor to be one-twelfth (1/12th) of the amounts payable pursuant to paragraph
4.3 with respect to each Tax Comparison Year and Expense Comparison Year;
provided, however, that Lessor may, by written notice to Lessee, revise its
estimates for such year and subsequent payments during the Comparison Year shall
be based upon such revised estimate.

        (b) With reasonable promptness after the end of each Tax and/or Expense
Comparison Year, Lessor shall deliver to Lessee a statement setting forth the
actual Operating Expenses and Applicable Taxes for the Comparison Year, a
comparison with the Operating Expenses and Applicable Taxes for the Base Year
and a comparison of any amounts payable under paragraph 4.3 with the estimated
payments made by Lessee.  If the amounts payable under paragraph 4.3 are less
than the estimated payments made by Lessee with respect to such Comparison Year,
the statement shall be accompanied by a refund of the excess by Lessor, or, at
Lessor's election a notice that Lessor shall credit the excess to the next
succeeding monthly installments of the Base Rent.  If the amounts payable under
paragraph 4.3 are more than the estimated payments made by Lessee with respect
to such Comparison Year, Lessee shall pay the deficiency to Lessor within thirty
(30) days after delivery of such statement.  Statements provided by Lessor shall
be final and binding upon Lessee, if Lessee fails to contest the same within
ninety (90) days after the date of delivery to Lessee.

     4.5  PARTIAL YEAR.  If the Commencement or Expiration Date shall occur on a
date other than the first or last day of a Comparison Year, Lessee's Tax Share
and Lessee's Share of Operating Expenses for such Comparison Year shall be
prorated according to the ratio that the number of days during said Comparison
Year that the Lease was in effect bears to 365.

     4.6  VACANCY ADJUSTMENT.  Notwithstanding anything to the contrary in this
Lease, if during any Expense Comparison Year the Building is less than 95%
occupied, for the purposes of computing Lessee's Share of Operating Expenses for
said year, those Operating Expenses which vary based upon occupancy levels shall
be adjusted as though the Building were 95% occupied; provided, however, in no
event shall the aggregate amount collected by Lessor from all tenants in the
Building exceed the actual Operating Expenses for said year.

     4.7  LESSEE'S RIGHT TO AUDIT.  If, within thirty days following Lessee's
receipt of Lessor's annual statement of actual Operating Expenses pursuant to
paragraph 4.4 Lessee notifies Lessor that Lessee desires to audit Lessor's
statement, Lessor shall cooperate with Lessee to permit such audit during normal
business hours at Lessee's sole cost and expense.  If the audit shows that
actual Operating Expenses were less than the amount charged by Lessor pursuant
to paragraph 4.4 (b), the excess amount paid by Lessee (after the Base Year)
shall immediately be refunded by Lessor.  If the audit shows that Lessor
overstated actual Operating Expenses by more than five percent (5%), Landlord
shall pay all the costs and expenses of the audit.

                                       7

     4.8  RENT INCREASE.

        4.8.1  At the times set forth in paragraph 1.7 of the Basic Lease
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease
shall be adjusted by the lesser of (i) the increase, if any, in the Consumer
Price index of the Bureau of Labor Statistics of the Department of Labor for All
Urban Consumers, (1982-84=100), "All Items," for LA/Anaheim/Riverside area,
herein referred to as "C.P.I.," since the date of this Lease and (ii) three
percent (3%), but in no event shall such new monthly Base Rent be less than the
Base Rent payable for the month immediately preceding the date for the rent
adjustment.

        4.8.2  The increase in C.P.I. set forth in paragraph 4.8.1(i) shall be
calculated as follows:  The Base Rent payable for the first month of the term of
this Lease, as set forth in paragraph 4.1 of this Lease, shall be multiplied by
a fraction the numerator of which shall be the C.P.I. of the calendar month
during which the adjustment is to take effect, and the denominator of which
shall be the C.P.I. for the calendar month in which the original Lease term
commences.

        4.8.3  In the event the compilation and/or publication of the C.P.I. 
shall be transferred to any other governmental department or bureau or agency 
or shall be discontinued, then the index most nearly the same as the C.P.I. 
shall be used to make such calculations.  In the event that Lessor and Lessee 
cannot agree on such alternative index, then the matter shall be submitted for
decision to the American Arbitration Association in the county in which the 
Premises are located, in accordance with the then rules of said association and
the decision of the arbitrators shall be binding upon the parties, 
notwithstanding one party failing to appear after due notice of the proceeding.
The cost of said Arbitrators shall be paid equally by Lessor and Lessee.

        4.8.4 In addition to the annual increases in Base Rent described in
paragraph 4.8.1, the monthly base Rent under the Lease shall be increased on the
first day of the sixth year of the lease to the following amounts:  the Base
Rent for the Ground Floor shall be adjusted to the higher of the "fair market
rental rate" as determined below and the prevailing Base Rent in the fifth year
of the Lease and the Base Rent for the Upper Floors shall be adjusted to the
higher of the "fair market rental rate" and the rate equal to $1.50 per square
foot increased by the annual Base Rent increases applied during the first five
(5) years of the Lease term as set forth in paragraph 4.8.1.  The "fair market
rental rate" shall mean and refer to the monthly rental rate then being charged
for non-renewal, non-expansion, then-current, comparable, non-sublease, non-
encumbered, non-equity space for retail bank branch or office use, as applicable
to the Ground Floor and Upper Floors, respectively (collectively, "Comparable
Space") in reasonably equivalent first class office buildings in the
Glendale/Burbank area, similarly improved, taking into consideration the floor
level on which the Premises are located, existing tenant improvements or, if no
such improvements exist, allowances provided or to be provided for such
comparable space, rental abatement concessions, if any, the length of the
relevant term, the extent of services to be provided to the Premises, the date
as of which the fair market rental rate is to become effective, and any other
relevant terms or conditions.   In order to determine the fair market rental
rate for purposes hereof, Lessor shall provide written notice of the fair market
rental rate not later than ninety (90) days prior to the first day of the sixth
year of the Lease.  Lessee shall have fifteen (15) days (Lessee's Review
Period") after receipt of Lessor's notice within which to accept such fair
market rental rate or to reasonably object thereto in writing.  Failure of
Lessee to so object to the fair market rental rate submitted by Lessor in
writing within Lessee's Review Period shall conclusively be deemed its approval
thereof.  In the event Lessor objects to the fair market rental rate submitted
by Lessor, Lessor and Lessee shall attempt in good faith to reach agreement on
such fair market rental rate within fifteen (15) days following Lessee's Review
Period (the "Outside Agreement Date"), after which each party's determination
shall be submitted to appraisal as follows.  Lessor and Lessee shall each
appoint one independent appraiser who shall by profession be a real estate
professional who shall have been active over the five (5) year period ending on
the date of such appointment in the leasing of commercial properties in the
Glendale/Burbank area.  The determination of the appraisers shall be limited
solely to the issue of whether Lessor's or Lessee's submitted fair market rental
rate for the Premises is the closest to the actual fair market rental rate for
the Premises as determined by the appraisers, taking into account the

                                       8

requirements for Comparable Space outlined above.  Such decision shall be based
upon the projected prevailing fair market rental rate as of the commencement
date of the sixth year of the Lease.  Each such appraiser shall be appointed
within ten (10) days of the Outside Agreement Date.  The two (2) appraisers so
appointed shall within ten (10) days of the date of the appointment of the last
appointed appraiser agree upon and appoint a third appraiser who shall be
qualified under the same criteria set forth hereinabove for qualification of the
initial two (2) appraisers.  The three (3) appraisers shall within (30) days of
the appointment of the third appraiser reach a decision as to whether the
parties shall use Lessor's or Lessee's submitted fair market rental rate, and
shall notify the parties thereof.  The decision of the majority of the three (3)
appraisers shall be binding upon Lessor and Lessee.  If either Lessor or Lessee
fails to appoint an appraiser within the time period specified hereinabove, the
appraiser appointed by one of them shall reach a decision based upon the same
procedures as set forth above and shall notify Lessor and Lessee thereof, and
such appraiser's decision shall be binding upon Lessor and Lessee.  If the two
(2) appraisers fail to agree upon and appoint a third appraiser, both appraisers
shall submit the limited issue of choosing a third appraiser to arbitration
under the provisions of the American Arbitration Association, based upon the
same procedures as set forth above.  The cost of the appraisers and/or of
arbitration shall be paid by the losing party.

        4.8.5  Lessee shall continue to pay the rent at the rate previously in
effect until the increase, if any, is determined.  Within thirty (30) days
following the date on which the increase is determined, Lessee shall make such
payment to Lessor as will bring the increased rental current, commencing with
the effective date of such increase through the date of any rental installments
than due.  Thereafter the rental shall be paid at the increased rate.

        4.8.6  At such time as the amount of the change in rental rate in the 
sixth year of the Lease is known or determined, Lessor and Lessee shall 
execute an amendment to this Lease setting forth such change.  Failure to 
execute any such amendment shall not affect Lessee's obligation to pay the 
increased Base Rent.

5.  SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder.
If Lessee fails to pay rent or other charges due hereunder, or otherwise
defaults with respect to any provision of this Lease, Lessor may use, apply or
retain all or any portion of said deposit for the payment of any rent or other
charge in default for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  If Lessor so uses or applies all or any
portion of said deposit, Lessee shall within ten (10) days after written demand
therefor deposit cash with Lessor in an amount sufficient to restore said
deposit to the full amount then required of Lessee.  If the monthly Base Rent
shall, from time to time, increase during the term of this Lease (other than as
set forth in paragraph 4.8.1), Lessee shall, at the time of such increase,
deposit with Lessor additional money as a security deposit so that the total
amount of the security deposit held by Lessor shall at all times bear the same
proportion to the then current Base Rent as the initial security deposit bears
to the initial Base Rent set forth in paragraph 1.6 of the Basic Lease
Provisions, Lessor shall not be required to keep said security deposit separate
from its general accounts.  If Lessee performs all of the Lessee's obligations
hereunder, said deposit, or so much thereof as has not heretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest hereunder) within 30 days after the expiration of the term
hereof, and after Lessee has vacated the Premises.  No trust relationship is
created herein between Lessor and Lessee with respect to said Security Deposit,
and under no circumstances shall Lessor be required to keep the Security Deposit
separate from its other funds or in an interest-bearing account, nor shall
Lessee be entitled to any interest on such amounts regardless of whether or not
the Security Deposit is deposited in an interest-bearing account.

                                       9

6.  PERMITTED USE.

     6.1  PERMITTED USE.  The Premises shall be used and occupied only for the
purpose set forth in paragraph 1.4 of the Basic Lease Provisions and for no
other purpose.

     6.2  COMPLIANCE WITH LAW.

        (a) Lessor makes no representation or warranty to Lessee regarding the
condition of the Premises or with respect to whether or not the Premises, or the
use for which Lessee will occupy the Premises, will  violate any covenants or
restrictions of record, or any applicable building code, regulation, law or
ordinance in effect on the Lease term Commencement Date or at any other time.

        (b) Lessee shall, at Lessee's expense, promptly comply with all 
applicable statutes, ordinances, rules, regulations, orders, covenants and 
restrictions of record, and requirements of any fire insurance underwriters or
rating bureaus, now in effect or which may hereafter come into effect, whether
or not they reflect a change in policy from that now existing, during the term 
or any part of the term hereof, relating in any manner to the Premises and the 
occupation and use by Lessee of the Premises.  Lessee shall conduct its 
business in a lawful manner and shall not use or permit the use of the Premises
or the Common Areas in any manner that will tend to create waste or a nuisance 
or shall tend to disturb other occupants of the Office Building Project.

     6.3  CONDITION OF PREMISES.

        (a) Lessor acknowledges that it is in possession of the Premises on the
Commencement Date and Lessor makes no representation or warranty regarding the
condition of the Premises.

        (b) Except as otherwise provided in this Lease, Lessee hereby accepts 
the Premises and the Office Building Project in their condition existing as of 
the Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto.  Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Lessee's
business.

                                       10

7.  MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

     7.1  LESSOR'S OBLIGATIONS.  Lessor shall keep the Office Building Project,
including the Premises, interior and exterior walls (but not the interior walls
within the Premises), roof, and Common Areas, in good condition and repair;
provided, however, Lessor shall not be obligated to paint, repair or replace
wall coverings, or to repair or replace any improvements that are not ordinarily
a part of the Building or are above then Building standards.  Except as provided
in paragraph 9.5, there shall be no abatement of rent or liability of Lessee on
account of any injury or interference with Lessee's business with respect to any
improvements, alterations or repairs made by Lessor to the Office Building
Project or any part thereof, or on account of any interruption of services or of
access to the Premises, Building or Office Building Project.  Lessee expressly
waives the benefits of any statute now or hereafter in effect which would
otherwise afford Lessee the right to make repairs at Lessor's expense or to
terminate this Lease because of Lessor's failure to keep the Premises in good
order, condition and repair.  Notwithstanding the foregoing, Lessor shall not be
responsible for repair or replacement of any item which Lessee knew or should
have known was in need of imminent repair or replacement on the Commencement
Date.

     7.2  LESSEE'S OBLIGATIONS.

        (a) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear.  Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards.  Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.

        (b) On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris.  Any damage or
deterioration of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance practices by Lessee.  Lessee
shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and equipment.
Except as otherwise stated in this Lease, Lessee shall leave the air lines,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.

                                       11

     7.3  ALTERATIONS AND ADDITIONS.

        (a) Lessee shall not, without Lessor's prior written consent, which 
consent shall not be unreasonably withheld, make any alterations, improvements,
additions, Utility Installations or repairs in, on or about the Premises, or the
Office Building Project; provided, however, that Lessee may make any non-
structural alteration, improvement, addition, Utility Installation or repair to
the interior of the Premises as long as it is not visible from the outside, does
not involve puncturing, relocating or removing the roof or any existing walls,
and does not require the procurement of a building permit.  As used in this
paragraph 7.3 the term "Utility Installation" shall mean carpeting, window and
wall coverings, power panels, electrical distribution systems, lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and equipment.  At the expiration of the term, Lessor may require the removal of
any or all of said alterations, improvements, additions or Utility
Installations, and the restoration of the Premises and the Office Building
Project to their prior condition, at Lessee's expense; provided, however, that
Lessee shall have no obligation to remove the walk-in vault on the Ground Floor.
Should Lessor permit Lessee to make its own alterations, improvements, additions
or Utility Installations, Lessee shall use only such contractor as has been
expressly approved by Lessor, and Lessor may require Lessee to provide Lessor,
at Lessee's sole cost and expense, a lien and completion bond in an amount equal
to the estimated cost of such improvements, to insure Lessor against any
liability for mechanic's and materialmen's liens and to insure completion of the
work.  In addition, Lessee shall require all contractors and subcontractors
performing work at the Premises to carry workers' compensation insurance and
liability insurance in an amount reasonably acceptable to Lessor, and Lessee
shall provide copies of all such workers' compensation and liability insurance
policies or certificates to Lessor.  Should Lessee make any alterations,
improvements, additions or Utility Installations without the prior approval of
Lessor (unless such approval is not required pursuant to the first sentence of
this paragraph 7.3(a)), or use a contractor not expressly approved by Lessor,
Lessor may, at any time during the term of this Lease, require that Lessee
remove any part or all of the same.

        (b) Any alterations, improvements, additions or Utility Installations 
in or about the Premises or the Office Building Project that Lessee shall 
desire to make shall be presented to Lessor in written form, with proposed 
detailed plans. If Lessor shall give its consent to Lessee's making such 
alteration, improvement, addition or Utility Installation, the consent shall 
be deemed conditioned upon Lessee acquiring a permit to do so from the 
applicable governmental agencies, if required, furnishing a copy thereof to 
Lessor prior to the commencement of the work, and compliance by Lessee with all
conditions of said permit in a prompt and expeditious manner.

        (c) Lessee shall pay, when due, all claims for labor or materials 
furnished or alleged to have been furnished to or for Lessee at or for use in 
the Premises, which claims are or may be secured by any mechanic's or 
materialmen's lien against the Premises, the Building or the Office Building 
Project, or any interest therein.

        (d) Lessee shall give Lessor not less than ten (10) days' notice prior 
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the
Building as provided by law. Lessee shall at all times keep the Premises, the
Building and the Office Building Project free and clear of liens attributable in
any way to a work of improvement commissioned by Lessee, or to the acts or
omissions of Lessee, any of Lessee's employees, agents, or contractors, or any
of their employees, agents or sub-contractors.  If Lessee shall, in good faith,
contest the validity of any such lien, claim or demand, then Lessee shall, at
its sole expense defend itself and Lessor against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against Lessor or the Premises, the Building or the Office
Building Project, upon the condition that if Lessor shall require, Lessee shall
furnish to Lessor a surety bond satisfactory to Lessor in an amount not less
than one hundred ten percent (110%) of the amount of such contested lien claim
or demand indemnifying Lessor against liability for the same and holding the
Premises, the Building and the Office Building Project free from the effect of
such lien or claim. In addition, Lessor may require Lessee to pay Lessor's
reasonable attorneys' fees and costs in participating in such action if Lessor
shall decide it is to Lessor's best interest so to do.

                                       12

        (e) All alterations, improvements, additions and Utility installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and telephone or communication systems, conduit, wiring and outlets,
shall be made and done in a good and workmanlike manner and of good and
sufficient quality and materials and shall be the property of Lessor and remain
upon and be surrendered with the Premises at the expiration of the lease term,
unless Lessor requires their removal pursuant to paragraph 7.3(a).  Provided
Lessee is not in default, notwithstanding the provisions of this paragraph
7.3(e), Lessee's personal property and equipment, other than that which is
affixed to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.

        (f) Lessee shall provide Lessor with as-built plans and specifications 
for any alterations, improvements, additions or Utility Installations for which
a building permit is required.

        (g) Lessee shall be allowed to maintain any automatic teller machines 
(ATM) existing on the Premises on the Commencement Date.  In addition, Lessee 
may install one night depository and/or one or more ATM(s) protruding through 
the exterior walls of the Office Building Project on the Premises, at any time
during the Term of the Lease, subject to all applicable laws and regulations and
Lessor's prior written approval, which shall not be unreasonably withheld.
Lessor's approval shall not be deemed unreasonably withheld if based on concerns
regarding the impact of the installation of the night depository or ATM(s) upon
the structure or aesthetics of the Office Building Project, the projected
traffic flow or the safety of Lessor's and Lessee's employees, representatives
and invitees.  Subject to Lessor's ability to withhold approval for the
installation of night depository and ATM(s) as set forth above, Lessor shall
cooperate with Lessee to install the night depository and ATM(s) in such a
manner as to provide adequate security for night depository and ATM users.  At
the expiration of the Term, Lessor may require the removal of any night
depository and ATM(s) installed by Lessee and the restoration of the Premises to
their prior condition.

     7.4  UTILITY ADDITIONS.  Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, security systems, communication systems, and fire protection and
detection systems, so long as such installations do not unreasonably interfere
with Lessee's use of the Premises.

8.  INSURANCE; INDEMNITY.

     8.1  LIABILITY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $2,000,000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor and any mortgagee of which Lessee has been
provided notice as additional insureds against liability arising out of the use,
occupancy or maintenance of the Premises.  Compliance with the above requirement
shall not, however, limit the liability of Lessee hereunder.

     8.2  LIABILITY AND EARTHQUAKE INSURANCE-LESSOR.  Although Lessor shall not
be required to maintain any liability or earthquake insurance, any premiums for
such insurance maintained by Lessor relating to the Premises, the Building or
the Office Building Project shall be Operating Expenses hereunder.

                                       13

     8.3  PROPERTY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease for the benefit of Lessee,
replacement cost all-risks insurance, including without limitation fire and
extended coverage insurance, with vandalism and malicious mischief, sprinkler
leakage and earthquake sprinkler leakage endorsements, in an amount sufficient
to cover not less than 100% of the full replacement costs, as the same may exist
from time to time, of all of Lessee's personal property, fixtures, equipment and
tenant improvements, less the amount of such standard deductibles as determined
by Lessee.

     8.4  PROPERTY INSURANCE-LESSOR.  Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal
property, fixtures, equipment or tenant improvements, in the amount of the full
replacement cost thereof, as the same may exist from time to time, utilizing
Insurance Services Office standard form, or equivalent providing protection
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, plate glass, and such other perils as
Lessor deems advisable or may be required by a lender having a lien on the
Office Building Project.  In addition, Lessor shall obtain and keep in force,
during the term of this Lease, a policy of rental value insurance covering a
period of one year, with loss payable to Lessor, which insurance shall also
cover all Operating Expenses for said period.  Lessee will not be named in any
such policies carried by Lessor and shall have no right to any proceeds
therefrom.  The policies required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid lender may determine.  In the event
that the Premises shall suffer an insured loss as defined in paragraph 9.1(f)
hereof, the deductible amounts under the applicable insurance policies shall be
deemed an Operating Expense.  Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Lessor.  Lessee shall
pay the entirety of any increase in the property insurance premium for the
Office Building Project over what it was immediately prior to the commencement
of the term of this Lease if the increase is specified by Lessor's insurance
carrier as being caused by the nature of Lessee's occupancy or any act or
omission of Lessee.

     8.5  INSURANCE POLICIES.  Lessee shall deliver to Lessor copies of
liability insurance policies required under paragraph 8.1 or certificates
evidencing the existence and amounts of such insurance within seven (7) days
after the Commencement Date of this Lease.

     Each policy required to be obtained by Lessee hereunder shall: (a) be
issued by insurers authorized to do business in the state in which the Building
is located and rated not less than financial class X, and not less than
policyholder rating A, in the most recent version of Best's Key Rating Guide, or
the equivalent rating in any other comparable guide selected by Lessor (provided
that, in any event, the same insurance company shall provide the coverages
described in paragraphs 8.1 and 8.3 above); (b) be in form reasonably
satisfactory from time to time to Lessor; (c) name Lessee as named insured
thereunder and shall name Lessor and, at Lessor's request, Lessor's mortgagees
and ground lessors of which Lessee has been informed in writing, as additional
insureds (d) not have a deductible amount exceeding Twenty-Five Thousand Dollars
($25,000.00); (e) specifically provide that the insurance afforded by such
policy for the benefit of Lessor and Lessor's mortgagees and ground lessors
shall be primary, and any insurance carried by Lessor or Lessor's mortgagees and
ground lessors shall be excess and non-contributing; (f) except for worker's
compensation insurance, contain an endorsement that the insurer waives its right
to subrogation as described in paragraph 8.6 below: and (g) contain an
undertaking by the insurer to notify Lessor (and the mortgagees and ground
lessors of Lessor who are named as additional insureds) in writing not less than
ten (10) days prior to any material change, reduction in coverage, cancellation
or other termination thereof.  Lessee agrees to deliver to Lessor, as soon as
practicable after the placing of the required insurance, but in no event later
than ten (10) days after the date Lessee takes possession of all or any part of
the Premises, certified copies of each such insurance policy (or certificates
from the insurance company evidencing the existence of such insurance and
Lessee's compliance with the foregoing provisions of this paragraph 8).  Lessee
shall cause replacement policies or certificates to be delivered to Lessor not
less than ten (10) days prior to the expiration of any such policy or policies.
If any such initial or replacement policies or certificates are not furnished
within the time(s) specified herein, Lessee shall be deemed to be in material
default under this Lease without the benefit of 

                                       14

any additional notice or cure period provided herein, and Lessor shall have the
right, but not the obligation, to procure such policies and certificates at
Lessee's expense.

     8.6  WAIVER OF SUBROGATION.  Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other,
for direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to the
negligence of Lessor or Lessee or their agents, employees, contractors and/or
invitees.  If necessary all property insurance policies required under this
Lease shall be endorsed to so provide.

     8.7  INDEMNITY.  Lessee shall indemnify and hold harmless Lessor and its
officers, directors, contractors, agents, Lessor's master or ground lessor,
partners and lenders, from and against any and all claims, actions, liabilities,
costs, penalties and expenses of any kind and nature for damage to the person
(including death) or property of anyone or any entity arising from Lessee's use
of the Office Building Project, or from the conduct of Lessee's business or from
any activity, work or things done, permitted or suffered by Lessee in or about
the Premises or elsewhere and shall further indemnify and hold harmless Lessor
from and against any and all claims, costs and expenses arising from any breach
or default in the performance of any obligation on Lessee's part to be performed
under the terms of this Lease, or arising from any act or omission of Lessee, or
any of Lessee's agents, contractors, employees or invitees and from and against
all costs, attorneys' fees, expenses and liabilities incurred by Lessor as the
result of any such use, conduct, activity, work, things done, permitted or
suffered, breach, default or negligence, and in dealing reasonably therewith,
including but not limited to the defense or pursuit of any claim or any action
or proceeding involved therein; and in case any action or proceeding be brought
against Lessor by reason of any such matter, Lessee upon notice from Lessor
shall defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall cooperate with Lessee in such defense.  Lessor need not
have first paid any such claim in order to be so indemnified.  Lessee, as a
material part of the consideration to Lessor, hereby assumes all risk of damage
to property of Lessee or injury to persons, in, upon or about the Office
Building Project arising from any cause and Lessee hereby waives all claims in
respect thereof against Lessor.  Notwithstanding anything to the contrary
contained in this paragraph 8.7, Lessee shall not indemnify Lessor or any other
person from any loss, liability or expense to the extent that a cause was (i)
negligence or misconduct on the part of Lessor or any of Lessor's agents,
contractors, employees or invitees or (ii) any defect in the Office Building
Project, unless such loss, liability, expense or defect was the result of any
negligence or misconduct on the part of Lessee or any of Lessee's agents,
contractors, employees or invitees.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY.  Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.  Notwithstanding anything to the contrary contained in this paragraph
8.8, nothing contained herein shall exempt Lessor from liability which it
otherwise would have, to the extent that it is attributable to (i) negligence or
misconduct on the part of Lessor or any of Lessor's agents, contractors,
employees or invitees or (ii) any defect in the Office Building Project, unless
such liability or defect was the result of any negligence or misconduct on the
part of Lessee or any of Lessee's agents, contractors, employees or invitees.

                                       15

     8.9  NO REPRESENTATION OF ADEQUATE COVERAGE.  Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.

9.  DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

        (a) "Premises Damage" shall mean if the Premises are damaged or 
destroyed to a significant extent.

        (b) "Premises Building Partial Damage" shall mean if the Building of 
which the Premises are a part is damaged or destroyed to the extent that the 
cost to repair is less than fifty percent (50%) of the then Replacement Cost of
the Building.

        (c) "Premises Building Total Destruction" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent (50%)  or more of the then Replacement Cost of
the Building.

        (d) "Office Building Project Buildings" shall mean all of the buildings
on the Office Building Project site.

        (e) "Office Building Project Buildings Total Destruction" shall mean if
the Office Building Project Buildings are damaged or destroyed to the extent 
that the cost of repair is fifty percent (50%) or more of the then Replacement 
Cost of the Office Building Project Buildings.

        (f) "Insured Loss" shall mean damage or destruction which was caused by
an event either required to be covered by the insurance described in paragraph 
8 or for which no coverage is required by the insurance described in paragraph 
8, but for which Lessor is nonetheless insured.  The fact that an Insured Loss 
has a deductible amount shall not make the loss an uninsured loss.

        (g) "Replacement Cost" shall mean the amount of money necessary to be 
spent in order to repair or rebuild the damaged area to the condition that 
existed immediately prior to the damage occurring, excluding all improvements 
made by lessees, other than those installed by Lessor at Lessee's expense.

                                       16

     9.2  PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

        (a) Insured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the Term of this Lease there is damage which is an Insured
Loss and which falls into the classification of Premises Building Partial
Damage, then Lessor shall, as soon as reasonably possible and to the extent
sufficient insurance proceeds are available and the required materials and labor
are readily available through usual commercial channels, at Lessor's expense,
repair such damage (but not Lessee's fixtures, equipment or tenant improvements
originally paid for by Lessee, unless Lessor, its employees, agents or
representatives were responsible for such damage) to its condition existing at
the time of the damage, and this Lease shall continue in full force and effect.
Notwithstanding the foregoing, in the event that such Premises Building Partial
Damage was caused by the negligent act or omission of Lessee, its agents,
employees or contractors, Lessor shall be required to repair such damage only to
the extent that insurance proceeds are available to cover the cost of such
repair, and any portion of the cost of repair for which insurance proceeds are
unavailable shall be borne by Lessee.

        (b) Uninsured Loss:  Subject to the provisions of paragraphs 9.4 and 
9.5, if at any time during the Term of this Lease there is damage which is not 
an Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within sixty (60) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage.

     9.3  PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION.  Subject to the provisions of paragraphs 9.4 and 9.5, if at any
time during the term of this Lease there is damage, whether or not it is an
insured Loss, which falls into the classifications of either (i) Premises
Building Total Destruction, or (ii) Office Building Project Total Destruction,
then Lessor may at Lessor's option either (i) repair such damage or destruction
as soon as reasonably possible at Lessor's expense (to the extent the required
materials are readily available through usual commercial channels) to its
condition existing at the time of the damage, but not Lessee's fixtures,
equipment or tenant improvements unless Lessor, its employees, agents or
representatives were responsible for such damage, and this Lease shall continue
in full force and effect, or (ii) give written notice to Lessee within sixty
(60) days after the date of occurrence of such damage of Lessor's intention to
cancel and terminate this Lease, in which case this Lease shall terminate as of
the date of the occurrence of such damage.

     9.4  DAMAGE NEAR END OF TERM.

        (a) Subject to paragraph 9.4(b), if at any time during the last eighteen
(18) months of the Term of this Lease there is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within 30 days after the date of occurrence of such
damage.

        (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than thirty (30) days after the occurrence of an
Insured Loss falling within the classification of Premises Damage during the
last eighteen (18) months of the term of this Lease.  If Lessee duly exercises
such option during said thirty (30) day period, Lessor shall, at Lessor's
expense, repair such damage, but not Lessee's fixtures, equipment or tenant
improvements, unless Lessor, its employees, agents or representatives were
responsible for such damage, as soon as reasonably possible and this Lease shall
continue in full force and effect.  If Lessee fails to exercise such option
during said thirty (30) day period, then Lessor may at 

                                       17

Lessor's option terminate and cancel this Lease as of the expiration of said 
thirty (30) day period by giving written notice to Lessee of Lessor's election 
to do so within ten (10) days after the expiration of said thirty (30) day 
period, notwithstanding any term or provision in the grant of option to the 
contrary.

     9.5  ABATEMENT OF RENT; LESSEE'S REMEDIES.

        (a) If, in the event of Premises Damage, Lessor repairs or restores the
Building or Premises pursuant to the provisions of this paragraph 9, and any
part of the Premises are not usable (including loss of use due to loss of access
or essential services), the rent payable hereunder (including Lessee's Share of
Operating Expenses) for the period during which such damage, repair or
restoration continues shall be abated to the extent in excess of rental
interruption insurance or loss insurance proceeds received by Lessor and
credited to Lessee for the payment of rent hereunder, provided (1) the damage
was not the result of the negligence of Lessee, and (2) such abatement shall
only be to the extent to which the Premises Damage interferes with Lessee's use
of the Premises.  Except for said abatement of rent, if any, Lessee shall have
no claim against Lessor for any damage suffered by reason of any such damage,
destruction, repair or restoration.

        (b) If Lessor shall be obligated to repair or restore the Premises or 
the Building under the provisions of this paragraph 9 or if Lessor elects to 
repair or restore the Premises or the Building under paragraph 9.2(b), and 
shall not immediately commence diligent repair or restoration efforts 
(including, without limitation, submitting applications for building permits) 
after such occurrence, or if Lessor shall not complete the restoration and 
repair (as evidenced by receipt of a certificate of occupancy, temporary 
certificate of occupancy or other relevant certification that improvements have
been completed) within nine (9) months after such occurrence, Lessee may at 
Lessee's option cancel and terminate this Lease by giving Lessor written notice
of Lessee's election to do so at any time prior to the commencement or 
completion, respectively, of such repair or restoration.  In such event this 
Lease shall terminate as of the date of such notice.  Notwithstanding the 
foregoing, if Lessor believes that it will be unable to complete the 
restoration and repair of the Premises or the Building within nine (9) months 
from the date of such occurrence, Lessor shall so notify Lessee as soon as such
determination is made by Lessor, and Lessee shall have the option to allow 
Lessor a longer period of time within which to complete the restoration or 
repair or to terminate the Lease upon ten (10) days written notice to Lessor.

        (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

     9.6  TERMINATION-ADVANCE PAYMENTS.  Upon termination of this Lease pursuant
to this paragraph 9, all advance rent and any advance payments made by Lessee to
Lessor, less any amounts due and owing to Lessor under the Lease, shall be
refunded to Lessee.  Lessor shall, in addition, return to Lessee so much of
Lessee's security deposit as has not theretofore been applied by Lessor.

     9.7  WAIVER.  Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10.  REAL PROPERTY TAXES.

     10.1  PAYMENT OF TAXES.  Lessor shall pay the Applicable Taxes, as defined
in paragraph 4.2, applicable to the Office Building Project subject to
reimbursement by Lessee of Lessee's Tax Share in accordance with the provisions
of paragraph 4.3, except as otherwise provided in paragraph 10.2.

     10.2  ADDITIONAL IMPROVEMENTS.  Lessee shall not be responsible for paying
any increase in Applicable Taxes specified in the tax assessor's records  and
work sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees or by Lessor for the exclusive enjoyment of
any other lessee.  

                                       18

Lessee shall, however, pay to Lessor at the time that Operating Expenses are
payable under paragraph 4.3 the entirety of any increase in Applicable Taxes if
assessed solely by reason of additional improvements placed upon the Premises by
Lessee or at Lessee's request.

     10.3  JOINT ASSESSMENT.  If the improvements or property, the taxes for
which are to be paid separately by Lessee under paragraph 10.2 or 10.4 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.4  PERSONAL PROPERTY TAXES.

        (a) Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

        (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.

11.  UTILITIES.

     11.1  SERVICES PROVIDED BY LESSOR.  Lessor shall provide heating,
ventilation, air conditioning and janitorial service as reasonably required,
reasonable amounts of electricity for normal lighting and office machines, tap
water for reasonable and normal drinking and lavatory use, and replacement light
bulbs and/or florescent tubes and ballasts for standard overhead fixtures.
Janitorial service shall be provided Monday through Friday with the exception of
holidays designated by Lessor.  All such water, gas and electricity shall be
available to the Premises 24 hours a day, seven (7) days a week for normal
office purposes.  Costs incurred by Lessor in providing such services to Lessee
that are not directly metered to Lessee shall be Operating Expenses.

     11.2.  SERVICES EXCLUSIVE TO LESSOR.  Lessee shall pay for all gas, heat,
light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon.  If any such services are not separately
metered to the Premises, Lessee shall pay a reasonable proportion to be
determined by Lessor of all charges jointly metered with other premises in the
Building.

     11.3  HOURS OF SERVICE.  Said services and utilities shall be provided
during the hours between 8:00 a.m. and 6:00 p.m. on Monday through Friday and
between 8:00 a.m. and 12:00 noon on Saturday or such other days or hours as may
hereafter be set forth in the Rules and Regulations or any amendment thereto.
Utilities and services required at other times shall be subject to advance
request and reimbursement by Lessee to Lessor of the cost thereof.

     11.4  EXCESS USAGE BY LESSEE.  Lessee shall not make connection to the
utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the
utilities or services, including but not limited to security services, over
standard office usage for the Office Building Project.  Lessor shall require
Lessee to reimburse Lessor for any excess expenses or costs that may arise out
of a breach of this subparagraph by Lessee.  Lessee shall reimburse Lessor for
the costs of all HVAC and electricity for lights furnished to the Premises
before 8:00 a.m. and after 6:00 p.m. on business days and after 12:00 noon on
Saturday and before 8:00 a.m. on Monday.  Lessor may, with the consent of
Lessee, which shall not be 

                                       19

unreasonably withheld, install at Lessee's expense supplemental equipment and/or
separate metering applicable to Lessee's excess usage or loading.

     11.5  INTERRUPTIONS.  There shall be no abatement of rent and Lessor shall
not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service, when the cause thereof
was beyond Lessor's reasonable control.  In the case of any such interruption,
Lessor shall immediately take all reasonable steps to restore the interrupted
utilities and services.

12.  ASSIGNMENT AND SUBLETTING.

     12.1  LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold.  Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1.  "Transfer" within the meaning of this paragraph 12 shall
include the transfer or transfers aggregating:  (a) if Lessee is a corporation,
more than fifty percent (50%) of the voting stock of such corporation or (b) if
Lessee is a partnership, more than fifty percent (50%) of the profit and loss
participation in such partnership.  Notwithstanding the foregoing to the
contrary, Lessee may assign or sublet the Premises or any portion thereof to any
affiliate or subsidiary of Lessee upon notice to Lessor, but without the consent
of Lessor.

     12.2  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

        (a) Regardless of Lessor's consent, no assignment or subletting shall
release Lessee of Lessee's obligations hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expenses, and to perform all other obligations to be
performed by Lessee hereunder.

        (b) Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment without being deemed to have
consented thereto.

        (c) Neither a delay in the approval or disapproval of such assignment or
subletting, nor the acceptance of rent, shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 of this Lease.

        (d) If Lessee's obligations under this Lease have been guaranteed by 
third parties, then an assignment or sublease, and Lessor's consent thereto, 
shall not be effective unless said guarantors give their written consent to 
such sublease and the terms thereof.

        (e) The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee.
However, Lessor may consent to subsequent sublettings and assignments of the
sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or sublease and without obtaining their consent
and such action shall not relieve such persons from liability under this Lease
or said sublease; provided, however, such persons shall not be responsible to
the extent any such amendment or modification enlarges or increases the
obligations of the Lessee or sublessee under this Lease or such sublease.

        (f) In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or anyone else responsible for the
performance of this Lease, including the sublessee, without first 

                                       20

exhausting Lessor's remedies against any other person or entity responsible
therefor to Lessor, or any security held by Lessor or Lessee.

        (g) Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgment that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

        (h) The discovery of the fact that any financial statement relied upon 
by Lessor in giving its consent to an assignment or subletting was materially 
false shall, at Lessor's election, render Lessor's said consent null and void.

        (i) In no event shall Lessee enter into a sublease or assignment of the
Ground Floor for any use other than as a retail bank branch or of the Upper
Floors for any use other than general office use.

     12.3  ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  Regardless
of Lessor's consent, the following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

        (a) Lessee hereby assigns and transfers to Lessor all of Lessee's 
interest in all rentals and income arising from any sublease heretofore or 
hereafter made by Lessee, and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease; provided, however, that 
until a default shall occur in the performance of Lessee's obligations under 
this Lease, Lessee may receive, collect and enjoy the rents accruing under such
sublease.  Lessor shall not, by reason of this or any other assignment of such 
sublease to Lessor nor by reason of the collection of the rents from a 
sublessee, be deemed liable to the sublessee for any failure of Lessee to 
perform and comply with any of Lessee's obligations to such sublessee under 
such sublease.  Lessee hereby irrevocably authorizes and directs any such 
sublessee, upon receipt of a written notice from Lessor stating that a default 
exists in the performance of Lessee's obligations under this Lease, to pay to 
Lessor the rents due and to become due under the sublease.  Lessee agrees that 
such sublessee shall have the right to rely upon any such statement and request
from Lessor, and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and 
notwithstanding any notice from or claim from Lessee to the contrary.  Lessee 
shall have no right or claim against said sublessee or Lessor for any such 
rents so paid by said sublessee to Lessor.

        (b) No sublease entered into by Lessee shall be effective unless and 
until it has been approved in writing by Lessor.  In entering into any sublease,
Lessee shall use only such form of sublease as is satisfactory to Lessor, and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent.  Any sublessee shall, by reason of entering into
a sublease under this Lease, be deemed, for the benefit of Lessor, to have
assumed and agreed to conform and comply with each and every obligation herein
to be performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing.

        (c) In the event Lessee shall default in the performance of its 
obligations under this Lease, Lessor, at its option and without any obligation 
to do so, may require any sublessee to attorn to Lessor, in which event Lessor 
shall undertake the obligations of Lessee under such sublease from the time of 
the exercise of said option to the termination of such sublease; provided, 
however, Lessor shall not be liable for any prepaid rents or security deposit 
paid by such sublessee to Lessee or for any other prior defaults of Lessee 
under such sublease.

        (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

                                       21

        (e) With respect to any subletting to which Lessor has consented, Lessor
agrees to deliver a copy of any notice of default by Lessee to the sublessee.
Such sublessee shall have the right to cure a default of Lessee within five (5)
business days after service of said notice of default upon such sublessee, and
the sublessee shall have a right of reimbursement and offset from and against
Lessee for any such defaults cured by the sublessee.

        (f) Notwithstanding anything to the contrary in the foregoing, fifty
percent (50%) of any rent or other economic consideration received by Lessee as
a result of an assignment or subletting which exceeds, in the aggregate, (i) the
total rent which Lessee is obligated to pay to Lessor under the Lease (prorated
to reflect obligations allocable to any portion of the Premises subleased), plus
(ii) any reasonable and customary brokerage commissions (not to exceed  three
percent (3%) of base rent payable under the assignment or sublease), and
reasonable attorneys' or consultant's fees actually paid by Lessee in connection
with such assignment or subletting, shall be paid to Lessor within ten (10)
business days after receipt thereof as additional rent hereunder, without
altering or reducing any other obligations of Lessee hereunder.

        (g)  Notwithstanding anything to the contrary contained in this 
paragraph 12, Lessor shall convey to Lessee in writing its approval or 
reasonable disapproval of any assignment or subletting, no more than fifteen 
(15) business days following receipt of Lessee's written request, along with 
any additional information and/or documentation reasonably requested by Lessor.
Lessor's failure to respond to Lessee's request for approval of any assignment 
of subletting within such fifteen (15) day period shall be conclusively deemed 
an approval of such request.

     12.4  LESSOR'S EXPENSES.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable costs and expenses incurred in
connection therewith, including without limitation, attorneys', architects',
engineers' and other consultants' fees.

     12.5  CONDITIONS TO CONSENT.  Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee or sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the other occupants of the Office Building Project and not in violation of
any exclusives or rights then held by other lessees, and (b) the proposed
assignee or sublessee be at least as financially responsible as Lessee was
expected to be at the time of the execution of this Lease or of such assignment
or subletting, whichever is greater.

13.  DEFAULT; REMEDIES.

     13.1  DEFAULT.  The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:

        (a) The vacation or abandonment of the Premises by Lessee.  Vacation of
the Premises shall include the failure to occupy the Premises for a continuous
period of sixty (60) days or more, whether or not the rent is paid.

        (b) The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a),(b) or (d) (alterations), 12.1 (assignment or 
subletting), 13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f) 
(false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33 
(auctions), or 41.1 (easements), all of which are hereby deemed to be material,
non-curable defaults without the necessity of any notice by Lessor to Lessee 
thereof.

                                       22

        (c) The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of ten (10) days after written notice
thereof from Lessor to Lessee.  In the event that Lessor serves Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes
such Notice to Pay Rent or Quit shall also constitute the notice required by
this subparagraph.

        (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of  this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor  to Lessee; provided, however, that if the nature of
Lessee's noncompliance is such that more than thirty (30) days are reasonably
required for its cure, then Lessee shall not be deemed to be in default if
Lessee commenced such cure within said thirty (30) day period and thereafter
diligently pursues such cure to completion.  To the extent permitted by law,
such thirty (30) day notice shall constitute the sole and exclusive notice
required to be given to Lessee under applicable Unlawful Detainer statutes.

        (e)  (i) The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as
defined in 11 U.S.C. (S) 101 or any successor statute thereto (unless, in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days; (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.  In the event that any provision of this paragraph 13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.

        (f)  The discovery by Lessor that any financial statement given to 
Lessor by Lessee, or its successor in interest or by any guarantor of Lessee's
obligation hereunder, was materially false.

     13.2  LESSOR'S REMEDIES.

        (a) Termination.  In the event of any default by Lessee, in addition to
any other remedies available to Lessor under this Lease, at law or in equity,
Lessor shall have the immediate option to terminate this Lease and all rights of
Lessee hereunder.  In the event that Lessor shall elect to so terminate this
Lease, then Lessor may recover from Lessee:

               (i) the worth at the time of award of any unpaid rent which had
          been earned at the time of such termination; plus

               (ii) the worth at the time of the award of the amount by which
          the unpaid rent which would have been earned after termination until
          the time of award exceeds the amount of such rental loss that Lessee
          proves could have been reasonably avoided; plus

               (iii) the worth at the time of award of the amount by which the
          unpaid rent for the balance of the term after the time of award
          exceeds the amount of such rental loss that Lessee proves could be
          reasonable avoided; plus

                                       23

               (iv) any other amount necessary to compensate Lessor for all the
          detriment proximately caused by Lessee's failure to perform its
          obligations under this Lease including, but not limited to:
          attorneys' fees; brokers' commissions; the costs of refurbishment,
          alterations, renovation and repair of the Premises; and removal
          (including the repair of damage caused by such removal) and storage
          (or disposal) of Lessee's personal property, equipment, fixtures,
          Lessee's alterations, additions, leasehold improvements and any other
          items which Lessee is required under this Lease to remove but does not
          remove.

     As used in subparagraphs (i) and (ii), above, the "worth at the time of
award" is computed by allowing interest at the maximum interest rate which
Lessor is permitted by law to charge to Lessee (the "Lease Rate").  As used in
subparagraph (iii), above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).

        (b) Re-Entry Rights.  In the event of any default by Lessee, in addition
to any other remedies available to Lessor under this Lease, at law or in equity,
Lessor shall also have the right, with or without terminating this Lease, to re-
enter the Premises and remove all persons and property from the Premises; such
property may be removed, stored and/or disposed of pursuant to this Lease or any
other procedures permitted by applicable law.  No re-entry or taking possession
of the Premises by Lessor pursuant to this paragraph 13.2(b), and no acceptance
of surrender of the Premises or other action on Lessor's part, shall be
construed as an election to terminate this Lease unless a written notice of such
intention be given to Lessee or unless the termination thereof be decreed by a
court of competent jurisdiction.

        (c) Continuation of Lease.  In the event of any default by Lessee, in
addition to any other remedies available to Lessor under this Lease, at law or
in equity, Lessor shall have the right to continue this Lease in full force and
effect, whether or not Lessee shall have abandoned the Premises.  The foregoing
remedy shall also be available to Lessor pursuant to California Civil Code
Section 1951.4 and any successor statute thereof in the event Lessee has
abandoned the Premises.  In the event Lessor elects to continue this Lease in
full force and effect pursuant to this paragraph 13.2(c), then Lessor shall be
entitled to enforce all of its rights and remedies under this Lease, including
the right to recover rent as it becomes due.  Lessor's election not to terminate
this Lease pursuant to this paragraph 13.2(c) or pursuant to any other provision
of this Lease, at law or in equity, shall not preclude Lessor from subsequently
electing to terminate this Lease or pursuing any of its other remedies.

        (d) Rights and Remedies Cumulative.  All rights, options and remedies of
Lessor contained in this paragraph 13.2 and elsewhere in this Lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Lessor shall have the right to pursue any one or all of such
remedies or any other remedy or relief which may be provided by law or in
equity, whether or not stated in this Lease.  Nothing in this paragraph 13.2
shall be deemed to limit or otherwise affect Lessee's indemnification of Lessor
pursuant to any provision of this Lease.

     13.3  DEFAULT BY LESSOR.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no event later than thirty (30) days after written notice by Lessee to Lessor
and to the holder of any first Mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligation;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.

                                       24

     13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expenses or other sums due
hereunder will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Lessor by the terms of any mortgage or trust
deed covering the Office Building Project.  Accordingly, if any installment of
Base Rent, Lessee's Share of Operating Expenses, Lessee's Tax Share or any other
sum due from Lessee shall not be received by Lessor or Lessor's designee within
fifteen (15) business days after such amount shall be due, then, without any
requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal
to 5% of such overdue amount.  The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur by
reason of late payment by Lessee.  Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee's default with respect to such
overdue amount, nor prevent Lessor from exercising any of the other rights and
remedies granted hereunder.

14.  CONDEMNATION.  If the Premises or any portion thereof or the Office
Building Project are taken under the power of eminent domain, or sold under the
threat of the exercise of said power (all of which are herein called
"condemnation"), this Lease shall terminate as to the part so taken as of the
date the condemning authority takes title or possession, whichever first occurs;
provided that if so much of the Premises or the Office Building Project are
taken by such condemnation as would substantially and adversely affect the
operation and profitability of Lessee's business conducted from the Premises,
Lessee shall have the option, to be exercised only in writing within thirty (30)
days after Lessor shall have given Lessee written notice of such taking (or in
the absence of such notice, within thirty (30) days after the condemning
authority shall have taken possession), to terminate this Lease as of the date
the condemning authority takes such possession.  If Lessee does not terminate
this Lease in accordance with the foregoing, this Lease shall remain in full
force and effect as to the portion of the Premises remaining, except that the
rent and Lessee's Share of Operating Expenses and Lessee's Tax Share shall be
reduced as set forth in paragraph 4.2 in the proportion that the floor area of
the Premises taken bears to the total floor area of the Premises.  Common Areas
taken shall be excluded from the Common Areas usable by Lessee and no reduction
of rent shall occur with respect thereto or by reason thereof.  Lessor shall
have the option in its sole discretion to terminate this Lease as of the taking
of possession by the condemning authority, by giving written notice to Lessee of
such election within thirty (30) days after receipt of notice of a taking by
condemnation of any part of the Premises or the Office Building Project.  Any
award for the taking of all or any part of the Premises or the Office Building
Project under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Lessor, whether such award
shall be made as compensation for diminution in value of the leasehold or for
the taking of the fee, or as severance damages; provided, however, that Lessee
shall be entitled to any separate award for loss of or damage to Lessee's trade
fixtures, removable personal property and unamortized tenant improvements that
have been paid for by Lessee.  For that purpose the cost of such improvements
shall be amortized over the original term of this Lease excluding any options.
In the event that this Lease is not terminated by reason of such condemnation,
Lessor shall to the extent of severance damages received by Lessor in connection
with such condemnation, repair any damage to the Premises caused by such
condemnation except to the extent that Lessee has been reimbursed therefor by
the condemning authority.  Lessee shall pay any amount in excess of such
severance damages required to complete such repair.

15.  INTENTIONALLY OMITTED.

16.  ESTOPPEL CERTIFICATE.

        (a) Each party (as "responding party") shall at any time upon not less
than ten (10) business days' prior written notice from the other party
("requesting party") execute, acknowledge and deliver to the requesting party a

                                       25

statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed, and (iii) in the case of Lessee, certify as to such
other matters as may be requested by Lessor or by a prospective purchaser or
encumbrancer of all or any part of the Office Building Project.  Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Office Building Project or of the business of Lessee.

        (b) At the requesting party's option, the failure to deliver such
statement within such time shall be a material default of this Lease by the
party who is to respond, without any further notice to such party, or it shall
be conclusive upon such party that (i) this Lease is in full force and effect,
without modification except as may be represented by the requesting party, (ii)
there are no uncured defaults in the requesting party's performance, (iii) if
Lessor is the requesting party, not more than one month's rent has been paid in
advance, and (iv) if Lessor is the requesting party, there are no remaining
obligations of the requesting party under this Lease yet to be performed.

17.  LESSOR'S LIABILITY.  The term "Lessor" as used herein shall mean only the
owner or owners and any receiver, at the time in question, of the fee title or a
Lessee's interest in a ground lease of the Office Building Project, and except
as expressly provided in this Lease, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18.  SEVERABILITY.  The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19.  INTEREST ON PAST-DUE OBLIGATIONS.  Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due (the "Lease Rate").
Payment of such interest shall not excuse or cure any default by Lessee under
this Lease; provided, however, that interest shall not be payable on late
charges incurred by Lessee nor on any amounts upon which late charges are paid
by Lessee.

20.  TIME OF ESSENCE.  Time is of the essence with respect to the obligations to
be performed under this Lease.

21.  ADDITIONAL RENT.  All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expense and any other expenses payable by Lessee hereunder shall be deemed to be
rent.

22.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS.  This Lease contains all
agreements of the parties with respect to any matter mentioned herein.  No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective.  This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification.  Except  as otherwise
stated in this Lease, Lessee hereby acknowledges that no real estate broker nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office 

                                       26

Building Project and Lessee acknowledges that Lessee assumes all responsibility
regarding the Occupational Safety Health Act, the legal use and adaptability of
the Premises and the compliance thereof with all applicable laws and regulations
in effect during the term of this Lease.

23.  NOTICES.  Any notice required or permitted to be given hereunder shall be
in writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be.  In addition, a copy of all notices
pertaining to any event of default, termination of tenancy or any matters which
may give rise to a dispute between the parties shall also be delivered to Lessee
at:  Fidelity Federal Bank, 600 North Brand Boulevard, P.O. Box 1631, Glendale,
California 91209, Attention:  Legal Department.  Mailed notices shall be deemed
given upon actual receipt at the address required, or forty-eight hours
following deposit in the mail, postage prepaid, whichever first occurs.  Either
party may by notice to the other specify a different address for notice purposes
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes.  A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24.  WAIVERS.  No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.  Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee.  The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent so
accepted, regardless of Lessor's knowledge of such preceding breach at the time
of acceptance of such rent.

25.  RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26.  HOLDING OVER.  If Lessee, with Lessor's consent, remains in possession of
the Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be one hundred twenty percent (120%) of the rent payable immediately
preceding the termination date of this Lease, and all Options, if any, granted
under the terms of this Lease shall be deemed terminated and be of no further
effect during said month to month tenancy.

27.  CUMULATIVE REMEDIES.  No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28.  COVENANTS AND CONDITIONS.  Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29.  BINDING EFFECT; CHOICE OF LAW.  Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors and assigns.  This Lease shall be governed by the laws of the State
of California applicable to contracts to be wholly performed within such State.

                                       27

30.  SUBORDINATION.

        (a) This Lease, and any Option or right of first refusal granted hereby,
at Lessor's option, shall, without the necessity of Lessee or any other party
executing any additional documentation, be subordinate to any ground lease,
mortgage, deed of trust, or any other hypothecation or security now or hereafter
placed upon the Office Building Project and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof.  If any mortgagee, trustee or ground lessor
shall elect to have this Lease and any Options granted hereby prior to the lien
of its mortgage, deed of trust or ground lease, and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
mortgage, deed of trust or ground lease whether this Lease or such Options are
dated prior or subsequent to the date of said mortgage, deed of trust or ground
lease or the date of recording thereof.

        (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be; provided, however, that Lessor must use best efforts to secure from
lender a nondisturbance agreement containing provisions which are reasonable and
customary for commercial leasing transactions.  Lessee's failure to execute such
documents within fifteen (15) business days after written demand shall
constitute a material default by Lessee hereunder without further notice to
Lessee.

31.  ATTORNEYS' FEES.

     31.1  If either party named herein bring an action to enforce the terms
hereof or declare rights hereunder, the prevailing party in any such action,
trial or appeal thereon, shall be entitled to his reasonable attorneys' fees to
be paid by the losing party as fixed by the court in the same or a separate
suit, and whether or not such action is pursued to decision or judgment.

     31.2  The attorneys' fee award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred in good faith.

     31.3  Lessor shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notices of default
and consultations in connection therewith, whether or not a legal action is
subsequently commenced in connection with such default.

32.  LESSOR'S ACCESS.

     32.1  Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purpose of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises.  Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and "Office For Lease" signs, and Lessor may at
any time during the last 120 days of the term hereof place on or about the
Premises any ordinary "For Lease" signs.

                                       28

     32.2  All activities of Lessor pursuant to this paragraph shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

     32.3  Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forcible or unlawful entry or
detainer of the Premises or an eviction.  Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent.  Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent.  The holding of any auction on the Premises or Common Areas in
violation of this paragraph shall constitute a material default of this Lease.

34.  SIGNS.  Lessee shall not place any additional permanent sign upon the
Premises or the Office Building Project without Lessor's prior written consent;
provided, however, that Lessee may replace any currently existing permanent sign
upon the Premises or the Office Building Project with the consent of Lessor,
which consent shall not be unreasonably withheld.  Under no circumstances shall
Lessee place a sign on any roof of the Office Building Project.  Notwithstanding
the foregoing, Lessee shall be allowed to maintain, and Lessor hereby approves
of, all permanent signs existing on the Premises and the Office Building Project
as of the Commencement Date.  Additionally, Lessee shall be entitled to affix
its other customary signs, advertising placards, names, insignia, trademarks and
other descriptive materials to the interior of the Ground Floor of the Premises
in accordance with the signage plan attached hereto as Exhibit D (except that
signs notifying Lessee's customers of branch holiday closings may be placed on
the entrance doors to the Premises and the doors from the Premises to the
Building lobby); provided that all such signs, advertising placards, and other
descriptive materials shall be commercially printed and shall occupy no more
than ten percent (10%) of the interior surface area of the glass on the Ground
Floor of the Premises.

35.    MERGER.  The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36.  CONSENTS.  Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37.  GUARANTOR.  In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38.  QUIET POSSESSION.  Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.  The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized 

                                       29

and legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding an ownership interest in the
Office Building Project.

39.  OPTIONS.

     39.1  DEFINITION.  As used in this paragraph the work "Option" has the
following meaning:  (i) the right or option to extend the term of this Lease or
to renew this Lease or (ii) the right or option to purchase the Office Building
Project.

     39.2  OPTIONS PERSONAL.  Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease.  The Options, if any, herein granted to Lessee are not assignable
separate and apart from this Lease, nor may any Option be separated from this
Lease in any manner, either by reservation or otherwise.

     39.3  MULTIPLE OPTIONS.  In the event that Lessee has any multiple options
to extend or renew this Lease a later option cannot be exercised unless the
prior option to extend or renew this Lease has been so exercised.

     39.4  EFFECT OF DEFAULT ON OPTIONS.

        (a) Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary, (i) during the time
commencing from the date Lessor gives to Lessee a notice of default pursuant to
paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in
said notice of default is cured, or (ii) during the period of time commencing on
the day after a monetary obligation to Lessor is due from Lessee and unpaid
(without any necessity for notice thereof to Lessee) and continuing until the
obligation is paid, or (iii) in the event that Lessor has given to Lessee three
or more notices of default under paragraph 13.1(c), or paragraph 13.1(d),
whether or not the defaults are cured, during the 12-month period of time
immediately prior to the time that Lessee attempts to exercise the subject
Option, (iv) if Lessee has committed any non-curable breach, including without
limitation those described in paragraph 13.1(b), or is otherwise in default of
any of the terms, covenants or conditions of this Lease.

        (b) The period of time within which an Option may be exercised shall not
be extended or enlarged by reason of Lessee's inability to exercise an Option
because of the provisions of paragraph 39.4(a).

        (c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, if, after such exercise and during the term of
this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1(d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, (iii)
Lessor gives to Lessee three or more notices of default under paragraph 13.1(c),
or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if Lessee
has committed any non-curable breach, including without limitation those
described in paragraph 13.1(b), or is otherwise in default of any of the terms,
covenants and conditions of this Lease.

                                       30

     39.5  OPTION TO EXTEND TERM.  Lessee shall have the Option to extend the
term of the Lease for the Ground Floor only on all the provisions of the Lease
(modified to reflect the lease of the Ground Floor only), including the annual
increase in Base Rent set forth in paragraph 4.8.1 hereof, except for monthly
Base Rent, for two (2) consecutive five-year terms (each an "extended term")
following expiration of the initial Term of the Lease, by giving written notice
of exercise of each Option (the "option notice") to Lessor at least six (6)
months, but no more than nine (9) months before the expiration of the existing
term of the Lease, at an annual Base Rent equal to the higher of the "fair
market rental rate" or the prevailing Base Rent payable by Lessee in the twelve
(12) months immediately preceding the extended term.  The "fair market rental
rate" for the extended term shall be determined as set forth in paragraph 4.8.4
hereof, except that Lessor shall provide written notice of the fair market
rental rate not later than thirty (30) days after the last day on which the
option notice may be given by Lessee and the determination of the appraisers
regarding whether Lessor's or Lessee's submitted fair market rental rate for the
Ground Floor is the closest to the actual fair market rental rate for the Ground
Floor shall be based upon the projected fair market rental rate as of the
commencement date of the extended term.

     39.6  OPTION TO PURCHASE.  Lessee shall have an Option to purchase the
Office Building Project upon expiration of the initial term of the Lease at fair
market value, provided that Lessor then owns the Office Building Project, by
delivering written notice of exercise of the Option (the "option notice") to
Lessor at least six (6) months but no more than nine (9) months before the
expiration of the initial term of the Lease.  The "fair market value" shall mean
and refer to the sales price of comparable first class office buildings in the
Glendale/Burbank area that were sold in transactions that were negotiated at
arms length, under no threat of condemnation or foreclosure, but excluding sales
made to a lender or its affiliate pursuant to a foreclosure sale and sales
subject to options to purchase (collectively, "Comparable Sales") in last year
prior to the end of the initial term, taking into consideration the highest and
best use for the Office Building Project, location, condition, existing leases,
entitlements, encumbrances, title and all other matters which typically affect
market value of a building.  If less than five (5) such Comparable Sales were
made in the last year prior to the end of the initial term, then fair market
value shall refer to Comparable Sales made in the last two (2) years prior to
the end of the Term.  In order to determine the fair market value for purposes
hereof, Lessor shall provide written notice of the fair market value not later
than thirty (30) days after the last day upon which the option notice could be
given.  Lessee shall have fifteen (15) days (Lessee's Review Period") after
receipt of Lessor's notice within which to accept such fair market value or to
reasonably object thereto in writing.  Failure of Lessee to so object to the
fair market value submitted by Lessor in writing within Lessee's Review Period
shall conclusively be deemed its approval thereof.  In the event Lessor objects
to the fair market value submitted by Lessor, Lessor and Lessee shall attempt in
good faith to reach agreement on such fair market value within forty-five (45)
days following Lessee's Review Period (the "Outside Agreement Date"), after
which each party's determination shall be submitted to appraisal as follows.
Lessor and Lessee shall each appoint one independent appraiser who shall by
profession be a real estate appraiser who has been active over the five (5) year
period ending on the date of such appointment in the evaluation of sales of
commercial properties in the Glendale/Burbank area.  The determination of the
appraisers shall be limited solely to the issue of whether Lessor's or Lessee's
submitted fair market value for the Office Building Project is the closest to
the actual fair market value for the Office Building Project as determined by
the appraisers, taking into account the requirements for Comparable Sales
outlined above.  Such decision shall be based upon the projected fair market
value as of the proposed sales date of the Office Building Project.  Each such
appraiser shall be appointed within fifteen (15) days of the Outside Agreement
Date.  The two (2) appraisers so appointed shall within fifteen (15) days of the
date of the appointment of the last appointed appraiser agree upon and appoint a
third appraiser who shall be qualified under the same criteria set forth
hereinabove for qualification of the initial two (2) appraisers.  The three (3)
appraisers shall within (30) days of the appointment of the third appraiser
reach a decision as to whether the parties shall use Lessor's or Lessee's
submitted fair market value, and shall notify the parties thereof.  The decision
of the majority of the three (3) appraisers shall be binding upon Lessor and
Lessee.  If either Lessor or Lessee fails to appoint an appraiser within the
time period specified hereinabove, the appraiser appointed by one of them shall
reach a decision based upon the same procedures as set forth above and shall

                                       31

notify Lessor and Lessee thereof, and such appraiser's decision shall be binding
upon Lessor and Lessee.  If the two (2) appraisers fail to agree upon and
appoint a third appraiser, both appraisers shall submit the limited issue of
choosing the third appraiser to arbitration under the provisions of the American
Arbitration Association, based upon the same procedures as set forth above.  The
cost of the appraisers and/or of arbitration shall be paid by the losing party.

40.  SECURITY MEASURES--LESSOR'S RESERVATIONS.

     40.1  Lessor shall have the obligation to provide guard service in the
lobby of the Office Building Project from the hours of 8:00 a.m. to 6:00 p.m.
Monday through Friday and to provide a parking lot attendant from the hours of
8:00 a.m. to 4:00 p.m. Monday through Thursday and from the hours of 8:00 a.m.
to 6:00 p.m. on Friday for the benefit of the Premises or the Office Building
Project and the cost thereof shall be included within the definition of
Operating Expenses.  Nothing herein contained shall prevent Lessor, at Lessor's
sole option, from providing additional security protection for the Office
Building Project or any part thereof, in which event the cost thereof shall be
included within the definition of Operating Expenses, as set forth in paragraph
4.2(g).  Notwitstanding the foregoing or any other provisions of this Lease,
Lessor and Lessee acknowledge that Lessor shall have no responsibility or
liability for the security or safety of Lessee's employees or customers
utilizing the night depositories or ATM(s) installed on the Premises.

     40.2  Without limiting its rights at law or elsewhere under this Lease,
Lessor shall have the following rights:

        (a) To change the name, address or title of the Office Building Project
or building in which the Premises are located upon not less than 90 days' prior
written notice;

        (b) To, at Lessee's expense, provide and install Building standard
graphics on the door of the Premises and such portions of the Common Areas as
Lessor shall reasonably deem appropriate;

        (c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given herein;

        (d) To place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the buildings or the Office
Building Project or on pole signs in the Common Areas.

     40.3  Lessee shall not:

        (a) Use a representation (photographic or otherwise) of the Building or
the Office Building Project or their name(s) in connection with Lessee's
business (other than in Lessee's annual report) without Lessee's prior consent,
which shall not be unreasonably withheld;

        (b) Suffer or permit anyone, except in emergency, to go upon the roof of
the Building.

41.  EASEMENTS.

     41.1  Lessor reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, and
to cause the recordation of Parcel Maps and restrictions, so long as such
easements, rights, dedications, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned documents upon request of Lessor and 

                                       32

failure to do so shall constitute a material default of this Lease by Lessee
without the need for further notice to Lessee.

     41.2  The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42.  LESSOR'S RIGHT TO REDEVELOP DURING EXTENSION TERM.  If, during the
"extended term" (as defined in paragraph 39.5) of this Lease, in connection with
the Redevelopment (as defined below) of the Office Building Project, Lessor
obtains either approval from the City of Glendale to structurally alter the
Office Building Project or a demolition permit from the City of Glendale to
demolish all or part of the Office Building Project, Lessor shall have the
right, upon one (1) year's prior written notice to Lessee, to require that
Lessee temporarily relocate while Lessor completes the Redevelopment; provided
that Lessor shall pay for all costs incurred by Lessee in connection with
Lessee's relocation, including, but not limited to, moving costs (including
insurance associated therewith), telephone and computer installation charges,
stationery reprinting costs, utilities hook-up charges, related advertising
costs and the cost of any rent payable by Lessee for Comparable Space (as
defined in paragraph 4.8.4 hereof) in the Glendale/Burbank area in excess of the
then current rent plus expenses payable by Lessee under this Lease during the
same period; provided that Lessee shall use its best efforts to obtain
Comparable Space at a comparable rental rate.  As used in this paragraph, "the
Redevelopment" means a change in the the structural configuration of the Office
Building Project such that the construction would impair the operation of
Lessee's business in the Ground Floor of the Premises.  After Lessor delivers
written notice to Lessee of the Redevelopment, the Lease shall continue in full
force and effect until the earlier of (i) the date which is one (1) year from
the date of written notice to Lessee of the Redevelopment and (ii) the date on
which Lessee vacates the Premises.  In the Redevelopment, Lessor shall include
space with square footage of not less than 5,000 and not more than 10,000 square
feet suitable for Lessee's operation of a retail bank branch on the ground floor
of the Building.  Lessee shall deliver written notice to Lessor specifying the
exact square footage it desires within the range set forth above within three
(3) months from the date that Lessor delivers written notice of Redevelopment to
Lessee; provided that if Lessee fails to deliver such notice within the time
period specified, Lessor shall conclusively determine the size of the retail
bank branch space in its sole discretion.  Lessor hereby agrees that as part of
the Redevelopment, it shall provide to Lessee a credit for tenant improvements
on the ground floor of the Building at a price per square foot equal to the
price per square foot then being spent by Lessee for tenant improvement in its
branches in comparable first class office buildings.  Lessor shall complete the
Redevelopment within twenty-four (24) months from the earlier of (i) the date
which is one (1) year from the date on which Lessor delivered notice of
Redevelopment to Lessee or (ii) the date on which Lessor actually commences
demolition of the Building.  If Lessor fails to complete the Redevelopment
within the twenty-four (24) month period specified above, upon relocation by
Lessee in the Office Building Project, Lessee shall receive one month's free
rent for each month, or any portion thereof, which completion of the
Redevelopment is delayed beyond such twenty-four (24) month period; provided,
however, that if Lessor's failure to complete the Redevelopment is due to a
force majeure event, such twenty-four (24) month period shall be extended by the
number of days that Lessor was unable to conduct such redevelopment efforts due
to such force majeure event.  Lessee shall have the first right of acceptance to
lease the ground floor of the Office Building Project upon the same or
substantially the same terms of this Lease, except that the term shall be equal
to ten (10) years and the price per square foot payable by Lessee shall be equal
to the "fair market rental value" determined in the manner set forth in
paragraph 4.8.4 hereof; provided that Lessee must deliver written notice to
Lessor of exercise of its first right of acceptance as set forth above within
thirty (30) days from the date that Lessee vacates the Premises after notice of
Redevelopment.

43.  LESSOR'S RIGHT TO PERFORM.  Except as specifically provided otherwise in
this Lease, all covenants and agreements by Lessee under this Lease shall be
performed by Lessee at Lessee's sole cost and expense and without any abatement
or offset of rent.  If Lessee shall fail to pay any sum of money (other than
Basic Rent) or perform any other act on its part to be paid or performed
hereunder and such failure shall continue for ten (10) days with respect to
monetary obligations (or thirty (30) days with respect to non-monetary
obligations) then, 

                                       33

notwithstanding anything to the contrary provided elsewhere herein, after
Lessee's receipt of written notice thereof from Lessor, Lessor may, without
waiving or releasing Lessee from any of Lessee's obligations, make such payment
or perform such other act on behalf of Lessee.  All sums so paid by Lessor and
all necessary incidental costs incurred by Lessor in performing such other acts,
together with interest at the Lease Rate, shall be payable by Lessee to Lessor
within five (5) days after demand therefor as additional rent.  The foregoing
rights are in addition to any and all remedies available to Lessor upon Lessee's
default as described in paragraph 13.2

44.  LIMITATION ON LESSOR'S LIABILITY.  Notwithstanding anything contained in
this Lease to the contrary, the obligations of Lessor under this Lease
(including any actual or alleged breach or default by Lessor) do not constitute
personal obligations of the individual partners, directors, officers or
shareholders of Lessor or Lessor's partners, or Lessor's mortgagees, and Lessee
shall not seek recourse against the individual partners, directors, officers or
shareholders of Lessor or Lessor's partners, or Lessor's mortgagees, or any of
their personal assets, for satisfaction of any liability with respect to this
Lease.  In addition, in consideration of the benefits accruing hereunder to
Lessee and notwithstanding anything contained in this Lease to the contrary,
Lessee hereby covenants and agrees for itself and all of its successor and
assigns that the liability of Lessor for its obligations under this Lease
(including any liability as a result of any actual or alleged failure, breach or
default hereunder by Lessor), shall be limited solely to, and Lessee's and its
successors' and assigns' sole and exclusive remedy shall be against, Lessor's
interest in the Office Building Project and proceeds therefrom, and no other
assets of Lessor.

45.  TOXIC MATERIALS.

     (a)  Definitions.

          For purposes of this paragraph 45, "Hazardous Material" shall mean any
substance:

          (i) the presence of which requires investigation or remediation under
any federal, state or local statute, regulation, ordinance, order, action or
policy; or

          (ii) which is or becomes defined as a "hazardous waste" or "hazardous
substance" under any federal, state or local statute, regulation, ordinance or
amendments thereto including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601
et seq.) and or the Resource Conservation and Recovery Act (42 U.S.C. section
6901 et seq.); or

          (iii)  which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes
regulated by any governmental authority, agency, department, commission, board,
agency or instrumentality of the United States, the State of California or any
political subdivision thereof; or

          (iv) the presence of which on the Premises, Building or Office
Building Project causes or threatens to cause a nuisance upon the Premises,
Building or Office Building Project or to adjacent properties or poses or
threatens to pose a hazard to the Premises, Building or Office Building Project
or to the health or safety of persons on or about the Premises, Building or
Office Building Project; or

          (v) without limitation which contains gasoline, diesel fuel or other
petroleum hydrocarbons; or

          (vi) without limitation which contains polychlorinated bipheynols
(PCBs), asbestos or urea formaldehyde foam insulation; or

                                       34

          (vii)  which is or becomes defined as "medical waste" under the
Medical Waste Management Act (Health & Safety Code Sections 25015-25099.3).

          For purposes of this paragraph 45, "Environmental Requirements" means
all applicable present and future statutes, regulations, rules, ordinances,
codes, licenses, permits, orders, approvals, plans, authorizations, concessions,
franchises and similar items, of all governmental agencies, departments,
commissions, boards, bureaus or instrumentalities of the United States, states
and political subdivisions thereof and all applicable judicial and
administrative and regulatory decrees, judgments and orders relating to the
protection of human health or the environment, including without limitation:

          (i) all requirements, including but not limited to those pertaining to
reporting, licensing, permitting, investigation and remediation of emissions,
discharges, releases or threatened releases of "Hazardous Materials," chemical
substances, pollutants, contaminants or hazardous or toxic substances, materials
or wastes whether solid, liquid or gaseous in nature, into the air, surface
water, groundwater or land, or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
chemical substances, pollutants, contaminants or hazardous or toxic substances,
materials, or wastes, whether solid, liquid or gaseous in nature; and

          (ii) all requirements pertaining to the protection of the health and
safety of employees or the public.

          For purposes of this paragraph 45, "Environmental Damages" means all
claims, judgments, damages, losses, penalties, fines, liabilities (including
strict liability), encumbrances, liens, costs and expenses of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of
any good faith settlement of judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorneys' fees and disbursements and consultants' fees,
any of which are incurred at any time as a result of the existence on or after
the date upon which Lessee takes possession of the Premises (the "Possession
Date") of "Hazardous Material" upon, about, beneath the Premises, Building or
Office Building Project or migrating or threatening to migrate to or from the
Premises, Building or Office Building Project or the existence of a violation of
"Environmental Requirements" pertaining to the Premises, Building or Office
Building Project, regardless of whether the existence of such "Hazardous
Material" or the violation of "Environmental Requirements" arose prior to the
present ownership or operation of the Premises, Building or Office Building
Project, and including without limitation:

          (i) damages for personal injury, or injury to property or natural
resources occurring upon or off of the Premises, Building or Office Building
Project, foreseeable or unforeseeable, including, without limitation, lost
profits, consequential damages, the cost of demolition and rebuilding of any
improvements on real property, interest and penalties including but not limited
to claims brought by or on behalf of employees of Lessee, with respect to which
Lessee waives any immunity to which it may be entitled under any industrial or
worker's compensation laws;

          (ii) fees incurred for the service of attorneys, consultants,
contractors, experts, laboratories and all other costs incurred in connection
with the investigation or remediation of such "Hazardous Materials" or violation
of "Environmental Requirements" including, but not limited to, the preparation
of any feasibility studies or reports or the performance of any cleanup,
remedial, removal, response, abatement, containment, closure, restoration or
monitoring work required by any federal, state or local governmental agency or
political subdivision, or reasonably necessary to make full economic use of the
Premises, Building or Office Building Project or any other property or otherwise
expended in connection with such conditions, and including without limitation
any attorneys' fees, costs and expenses incurred in enforcing this Lease or
collection of any sums due hereunder;

                                       35

          (iii)  liability to any third person or governmental agency to
indemnify such person or agency for costs expended in connection with the items
referenced in subparagraph (ii) herein; and

          (iv) diminution in the value of the Premises, Building or Office
Building Project, and damages for the loss of business and restriction on the
use of or adverse impact on the marketing of rentable or usable space or of any
amenity of the Premises, Building or Office Building Project.

     (b)  Lessee's Obligations.

          Lessee, at its sole cost and expense, shall comply with all
Environmental Requirements relating to the storage, use and disposal of all
Hazardous Materials, including those materials identified in Sections 66680
through 66685 of Title 22 of the California Administrative Code, Division 4,
Chapter 30 ("Title 22") as the same may be amended from time to time.  If Lessee
does store, use or dispose of any Hazardous Materials, Lessee shall notify
Lessor in writing at least ten (10) days prior to the first appearance of such
materials on the Premises, Building or Office Building Project, and Lessor shall
have the right to disapprove of Lessee's use thereof on the Premises (provided
that Lessor's failure to disapprove thereof shall not constitute Lessor's
approval thereof or excuse Lessee from complying with the terms of this
paragraph 45), and Lessee's failure to so notify Lessor shall constitute a
default under this Lease.  Lessee shall be solely responsible for and shall
protect, defend, indemnify, and hold Lessor, its agents and contractors harmless
from and against all Environmental Damages arising out of or in connection with
the storage, use and disposal of Hazardous Materials by Lessee, its officers,
employees, agents, representatives, servants, sublessees, concessionaires,
licensees, contractors, invitees or permittees.  If the presence of Hazardous
Materials on the Premises, Building or Office Building Project caused or
permitted by Lessee results in contamination or deterioration of water or soil
resulting in a level of contamination greater than the levels established by any
governmental agency having jurisdiction over such contamination, then Lessee
shall, at its sole cost and expense, promptly take any and all action necessary
to clean up such contamination if required by law or as a condition to the
issuance or continuing effectiveness of any governmental approval which relates
to the use of the Premises, Building or Office Building Project.  If at any time
prior to the expiration of the Lease term, Lessor shall reach a reasonable good
faith determination that Lessee or its officers, employees, agents,
representatives, servants, sublessees, concessionaires, licensees, contractors,
invitees or permittees have at any time violated any Environmental Requirements,
discharged any Hazardous Material onto the Premises, Building or Office Building
Project, or surrounding areas or otherwise subjected Lessor or the Office
Building Project to liability for Environmental Damages, then Lessor shall have
the right to require Lessee to conduct appropriate tests of water and soil and
to deliver to Lessor the result of such tests to demonstrate that no
contamination in excess of legally permitted levels has occurred as a result of
Lessee's use of the Premises, Building or Office Building Project.  If the
presence of Hazardous Materials on the Premises, Building or office Building
Project is caused or permitted by Lessee or its officers, employees, agents,
representatives, servants, sublessees, concessionaires, licensees, contractors,
invitees or permittees such that Lessor or Lessee becomes obligated to conduct
the necessary clean-up of such contamination as required above, then, Lessee
shall further be solely responsible for, and shall protect, defend, indemnify
and hold Lessor, its agents and contractors harmless from and against all
claims, costs and liabilities, including actual attorneys' fees, expert witness
fees and costs, arising out of or in connection with any removal, cleanup and
restoration work and materials required hereunder to return the Premises,
Building or office Building Project and any other property of whatever nature to
conditions which existed prior to Lessee's use thereof and which are within
acceptable levels according to all Environmental Requirements or any other
Federal, State or local governmental requirements.  Lessee's obligations
hereunder shall survive the expiration or earlier termination of this Lease.

46.  AUTHORITY.  Lessee and Lessor, and each individual executing this Lease on
behalf of such entity, represent and warrant that such individual is duly
authorized to execute and deliver this Lease on behalf of said entity.  Lessee
and Lessor shall, within thirty (30) days after execution of this Lease, deliver
to one another evidence of such authority.

                                       36

47.  CONFLICT.  Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the computer-generated, typewritten or handwritten provisions,
if any, shall be controlled by the computer-generated, typewritten or
handwritten provisions.

48.  NO OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

49.  INTENTIONALLY OMITTED.

50.  MULTIPLE PARTIES.  If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

51.  INTENTIONALLY OMITTED.

53.  ATTACHMENTS.  Attached hereto are the following documents which constitute
a part of this Lease:  See Exhibit List below.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

                 LESSOR                                        LESSEE

                                       37

CITADEL REALTY, INC.                       FIDELITY FEDERAL BANK, FSB

By__________________________________       By__________________________________

      Its___________________________             Its___________________________

By__________________________________       By__________________________________

      Its___________________________             Its___________________________

Executed at_________________________       Executed at_________________________

on__________________________________       on _________________________________

                                       38

Address:  600 North Brand Boulevard
          P.O. Box 1631
          Glendale, California  91209
          Attention:  President

Address:  600 North Brand Boulevard
          P.O. Box 1631
          Glendale, California  91209
          Attention:  Corporate Properties Department
 
                                       39

EXHIBIT LIST
- - ------------

EXHIBIT A -- Premises

EXHIBIT B -- Legal Description

EXHIBIT C -- Rules and Regulations

EXHIBIT D -- Signage Plan

                                       40

                                   EXHIBIT A

                             STANDARD OFFICE LEASE

                                   FLOOR PLAN

                                       41

                                                                     EXHIBIT "B"

2. Title to said estate or interest at the date hereof is vested in:

FIDELITY FEDERAL SAVINGS AND LOAN ASSOCIATION, A UNITED STATES CORPORATION.

3. The land referred to in this report is situated in the State of California,

   County of LOS ANGELES    and is described as follows:

LOTS 1, 2, 3, 4, 6, 7 AND 8 OF MCNUTT TRACT, IN THE CITY OF GLENDALE, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 160 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                      42

                                   EXHIBIT C

                           RULES AND REGULATIONS FOR

                             STANDARD OFFICE LEASE

TO THE EXTENT ANY PROVISION OF THESE RULES AND REGULATIONS CONFLICTS WITH
THE TERMS OF THE LEASE, THE PROVISIONS OF THE LEASE SHALL PREVAIL.

                                 GENERAL RULES

     1.  Lessee shall not suffer or permit the obstruction of any Common Areas,
including driveways, walkways and stairways.

     2.  Lessor reserves the right to refuse access to any persons Lessor in
good faith judges to be a threat to the safety, reputation, or property of the
Office Building Project and its occupants.

     3.  Lessee shall not make or permit any noise or odors that annoy or
interfere with other lessees or persons having business within the Office
Building Project.

     4.  Lessee shall not keep animals or birds within the Office Building
Project, and shall not bring bicycles, motorcycles or other vehicles into areas
not designated as authorized for same.

     5.  Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

     6.  No sign, advertisement of notice shall be displayed, printed or affixed
on or to the Premises or to the outside or inside of the Building or so as to be
visible from outside the Premises or Building without Lessor's prior written
consent.  Lessor shall have the right to remove any non-approved sign,
advertisement or notice, without notice to and at the expense of Lessee, and
Lessor shall not be liable in damages for such removal.  All approved signs or
lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Lessee by Lessor or by a person selected by Lessor and in a
manner and style acceptable to Lessor.

     7.  The sidewalks, halls, passages, exits, entrances, elevators and
stairways and other portions of the common areas shall not be obstructed by
Lessee or used for any purpose other than for ingress and egress from Lessee's
Premises.

                                       43

     8.  Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein.

     9.  Lessee shall not overload the floor of the Premises or mark, drive
nails, screw or drill into the partitions, ceilings or floor or in any way
deface the Premises nor shall Lessee suffer or permit any thing in or around the
Premises or Building that causes excessive vibration or floor loading in any
part of the Office Building Project.

     10.  Lessor shall have the right to prescribe the weight, size and position
of all safes and other heavy equipment brought into the Building, except for the
existing ground floor walk-in vault.  The times and manner of moving the same in
and out of the Building shall be prescribed by Lessor, and all such moving must
be done under the supervision of Lessor.  Lessor may exclude from the Building
any such heavy or bulky equipment or articles, the weight of which may exceed
the floor load for which the Building is designed, or such equipment or articles
as may violate any provisions of the Lease of which these rules and regulations
are a part.  Lessee shall not use any machinery or other bulky articles on the
Premises, even though its installation may have been permitted, which may cause
any noise, or jar, or tremor in the floors or walls, or which by its weight
might injure the floor of the Building.  Safes or other heavy equipment shall,
as considered necessary by Lessor, stand on a platform of such thickness as is
necessary to properly distribute the weight.

     11.  Lessee shall not use or keep in the Premises, Building or Office
Building Project any kerosene, gasoline or inflammable, explosive or combustible
fluid or material, or use any method of heating or air-conditioning other than
that supplied by Lessor.

     12.  Lessee shall not lay linoleum, tile, carpet or other similar floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Lessor.

     13.  Lessee shall cooperate with Lessor in obtaining maximum effectiveness
of the cooling system by closing drapes when the sun's rays fall directly on
windows of the Premises.  Lessee shall not obstruct, alter, or in any way impair
the efficient operation of Lessor's heating, ventilating and air-conditioning
system.  Lessee shall not tamper with or change the setting of any thermostats
or control valves.

     14.  The Premises shall not be used for manufacturing or for the storage of
merchandise.  Lessee shall not, without Lessor's prior written consent, occupy
or permit any portion of the Premises to be occupied or used for the manufacture
or sale of liquor or tobacco in any form, or as a barber or manicure shop, or as
an employment bureau.  The Premises shall not be used for lodging or sleeping or
for any improper, objectionable or immoral purpose.  No auction shall be
conducted on the Premises.

     15.  Lessee shall not make, or permit to be made, any unseemly or
disturbing noises, or disturb or interfere with occupants of the Building, the
Office Building Project or neighboring buildings or premises or those having
business with it by the use of any musical instrument, radio, phonographs or
unusual noise, or in any other way.

     16.  No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking (except in microwave ovens for
consumption by Lessee's employees) shall be done or permitted by any lessee in
the Premises, except that the preparation of coffee, tea, hot chocolate and
similar items for lessees, their employees and visitors shall be permitted.  No
lessee shall cause or permit any unusual or objectionable odors to be produced
in or permeate from or throughout the Premises.

                                       44

     17.  The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any lessee, nor shall any
bottles, parcels or other articles be placed on the windowsills.

     18.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any lessee, nor shall any changes be made in existing
locks or the mechanisms thereof unless Lessor is first notified thereof, gives
written approval, which shall not be unreasonably withheld, and is furnished a
key therefor.  Each lessee must, upon the termination of its tenancy, give the
Lessor all keys of stores, offices, or toilets and toilet rooms, either
furnished to, or otherwise procured by, such lessee, and in the event of the
loss of any keys so furnished, such lessee shall pay Lessor the cost of
replacing the same or of changing the lock or locks opened by such key if Lessor
shall deem it necessary to make such change.

     19.  Lessor shall have the right to prohibit any advertising by any lessee
which, in Lessor's opinion, tends to impair the reputation of the Building or
the Office Building Project or its desirability as an office building and upon
written notice from Lessor any lessee shall refrain from and discontinue such
advertising.

     20.  Any person employed by any lessee to do janitorial work shall, while
in the Building or the Office Building Project and outside of the Premises, be
subject to and under the control and direction of the office of the Office
Building Project (but not as an agent or servant of Lessor, and the lessee shall
be responsible for all acts of such persons).

     21.  No air conditioning unit or other similar apparatus shall be installed
or used by any lessee without the prior written consent of Lessor.  Lessee shall
pay the cost of all electricity used for air conditioning in the Premises if
such electrical consumption exceeds normal office requirements or is
attributable to after hours use, regardless of whether additional apparatus is
installed pursuant to the preceding sentence.

     22.  There shall not be used in any space, or in the public halls of the
Building, either by any lessee or others, any hand trucks except those equipped
with rubber tires and side guards.

     23.  All electrical ceiling fixtures hung in offices or spaces along the
perimeter of the Building must be florescent and/or of a quality, type, design
and bulb color approved by Lessor.  Lessee shall not permit the consumption in
the Premises of an average of more than 21/2 watts per net usable square foot in
the Premises in respect of office lighting nor shall Lessee permit the
consumption in the Premises of more than 11/2 watts per net usable square foot
of space in the Premises in respect of the power outlets therein, at any one
time.  In the event that such limits are exceeded, Lessor shall have the right
to remove any lighting fixture or any florescent tube or bulb therein as it
deems necessary and/or to charge Lessee for the cost of the additional
electricity consumed.

     24.  Lessee shall be responsible for the inappropriate use of any toilet
rooms, plumbing or other utilities.  No foreign substances of any kind are to be
inserted therein.

     25.  Lessee shall not deface the walls, partitions or other surfaces of the
Premises or Office Building Project.

     26.  Furniture, significant freight and equipment shall be moved into or
out of the Building only with Lessor's knowledge and consent, and subject to
such reasonable limitations, techniques and timing, as may be designated by
Lessor.  Lessee shall be responsible for any damage to the Office Building
Project arising from any such activity.

     27.  Lessee shall not employ any service or contractor for services or work
to be performed in the Building, except as approved by Lessor.

                                       45

     28.  Lessor reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays, and on other days between the hours of 8 P.M. and
6:00 A.M. of the following day, or such other hours as Lessor may determine.  If
Lessee uses the Premises during such periods, Lessee shall be responsible for
securely locking any doors it may have opened for entry and shall be required to
pay such fee for HVAC and other services as may be charged by Lessor.

     29.  No window coverings, shades or awnings shall be installed or used by
Lessee.

     30.  No Lessee, employee or invitee shall go upon the roof of the Building,
except in an emergency.

     31.  Lessee shall not suffer or permit smoking or carrying of lighted
cigars or cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.

     32.  Lessee shall not use any method of heating or air conditioning other
than as provided by Lessor.

     33.  Lessee shall not install, maintain or operate any vending machines
upon the Premises without Lessor's written consent, other than those currently
on the Premises for the exclusive use of Lessee and its employees and any
replacements thereof.

     34.  The Premises shall not be used for lodging or manufacturing.

     35.  Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

     36.  Lessor reserves the right to waive any one of these rules or
regulations, and/or as to any particular Lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Lessee.

     37.  Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.

     38.  Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and its occupants.  Lessee
agrees to abide by these and such rules and regulations.

     39.  All doors opening onto public corridors shall be kept closed, except
when being used for ingress and egress.

     40.  The requirements of lessees will be attended to only upon application
to the Office of the Building.

     41.  Canvassing, soliciting and peddling in the Building are prohibited and
each lessee shall cooperate to prevent the same.

                                       46

                                 PARKING RULES

     1.  Parking areas shall be used only for parking by vehicles no longer than
full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

     2.  Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

     3.  Parking stickers or identification devices shall be the property of
Lessor and be returned to Lessor by the holder thereof upon termination of the
holder's parking privileges.  Lessee will pay such replacement charge as is
reasonably established by Lessor for the loss of such devices.

     4.  Lessor reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.

     5.  Lessor reserves the right to relocate all or a part of parking spaces
from floor to floor, within one floor, and/or to reasonably adjacent offsite
locations(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.

     6.  Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.

     7.  Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle.  Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

     8.  Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

     9.  The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.

     10.  Lessee shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.

     11.  Lessor reserves the right to modify these rules and/or adopt such
other reasonable and non-discriminatory rules and regulations as it may deem
necessary for the proper operation of the parking area.

     12.  Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.

     13.  Lessor or its agent may tow or otherwise remove any vehicles which are
parked illegally in the parking areas, which are parked in the parking areas for
more than seventy-two (72) consecutive hours without Lessor's prior written
consent or which constitute a nuisance or annoyance to other users of the Office
Building Project or parking areas.  Such towing shall be at the sole cost and
expense of the lessee which is in any way responsible for the presence of such
vehicle in the parking area (for example, if the vehicle is parked by any
particular lessee's invitee, customer or employer, such lessee shall be
responsible for the cost of towing such vehicle).

                                       47

                                  EXHIBIT J-1

Recording Requested By
And When Recorded Return To:

Lesley S. Wolf, Esq.
Gibson, Dunn & Crutcher
333 S. Grand Ave.
Los Angeles, California  90071

___________________________________________________________________

                (Space above this line for Recorder's use only)

                             MEMORANDUM OF OPTION

     This Memorandum of Option is being executed and recorded to reflect the
fact that Fidelity Federal Bank, a Federal Savings Bank ("Optionor"), has
granted Citadel Holding Corporation, a Delaware corporation, and its successors
and assigns ("Optionee"), the option to purchase, which may be exercised by
giving notice as provided therein for a period of time commencing on the date as
of which this Memorandum is made, as provided below, and ending no later than
August 4, 1995, that certain real property located in the County of Los Angeles,
State of California, described on Exhibit "A" attached hereto, on the terms and
conditions set forth in that certain Option Agreement made and entered into as
of August 4, 1994 by and between Optionor and Optionee.

     In witness whereof, the undersigned have entered into this Memorandum of
Option as of the 4th day of August, 1994.

                                  FIDELITY FEDERAL BANK, A Federal Savings Bank 

                                  By:  ____________________________
                                    
                                       Its:  ______________________

                       (Signatures follow on next page)

 
                                         CITADEL HOLDING CORPORATION, a Delaware
                                         corporation

                                         By:  ________________________

                                              Its:  __________________

                                         By:  ________________________

                                              Its:  __________________

                                       2

STATE OF CALIFORNIA     )
                        )
COUNTY OF LOS ANGELES   )

     On August __, 1994 before me, _________________________, a Notary Public, 
personally appeared ______________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) 
is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity(ies) upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

     [SEAL]                            Signature ______________

STATE OF CALIFORNIA     )
                        )
COUNTY OF LOS ANGELES   )

     On August __, 1994 before me, _________________________, a Notary Public, 
personally appeared ______________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) 
is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity(ies) upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

     Signature ______________

     [SEAL]

                                       3

                                  EXHIBIT "A"

                            TO MEMORANDUM OF OPTION

                                       4

                                  EXHIBIT J-2

Recording Requested By
And When Recorded Return To:

Lesley S. Wolf, Esq.
Gibson, Dunn & Crutcher
333 S. Grand Ave.
Los Angeles, California  90071

___________________________________________________________________

                (Space above this line for Recorder's use only)

                             MEMORANDUM OF OPTION

     This Memorandum of Option is being executed and recorded to reflect the
fact that Fidelity Federal Bank, a Federal Savings Bank ("Optionor"), has
granted Citadel Holding Corporation, a Delaware corporation, and its successors
and assigns ("Optionee"), the option to purchase, which may be exercised by
giving notice as provided therein for a period of time commencing on the date as
of which this Memorandum is made, as provided below, and ending no later than
August 4, 1995, that certain real property located in the County of Los Angeles,
State of California, described on Exhibit "A" attached hereto, on the terms and
conditions set forth in that certain Option Agreement made and entered into as
of August 4, 1994 by and between Optionor and Optionee.

     In witness whereof, the undersigned have entered into this Memorandum of
Option as of the 4th day of August, 1994.

                                  FIDELITY FEDERAL BANK, A Federal Savings Bank 

                                  By:  ____________________________
                                    
                                       Its:  ______________________

                       (Signatures follow on next page)

 
                                         CITADEL HOLDING CORPORATION, a Delaware
                                         corporation

                                         By:  ________________________

                                              Its:  __________________

                                         By:  ________________________

                                              Its:  __________________

                                       2

STATE OF CALIFORNIA     )
                        )
COUNTY OF LOS ANGELES   )

     On August __, 1994 before me, _________________________, a Notary Public, 
personally appeared ______________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) 
is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity(ies) upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

     [SEAL]                            Signature ______________

STATE OF CALIFORNIA     )
                        )
COUNTY OF LOS ANGELES   )

     On August __, 1994 before me, _________________________, a Notary Public, 
personally appeared ______________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) 
is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity(ies) upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

     Signature ______________

     [SEAL]

                                       3

                                  EXHIBIT "A"

                            TO MEMORANDUM OF OPTION

                                       4

                                  EXHIBIT K-1

                                                    Issuing Office: Chicago
                                                    Title Company
                                                    700 SOUTH FLOWER, SUITE 900
                                                    LOS ANGELES, CA 90017

CHICAGO TITLE COMPANY N B U
700 S. FLOWER, SUITE 900                            FAX:
BROADWAY PLAZA
LOS ANGELES, CALIFORNIA 90017

ATTN: REINA DUARTE                                  Your Ref: 600 N. BRAND

                                                    Order No. 9414176 - 62

Dated as of July 7, 1994 at 7:30 A.M.

In response to the above referenced application for a policy of title insurance,
                             CHICAGO TITLE COMPANY
hereby reports that it is prepared to issue, or cause to be issued, as of the
date hereof, a Policy or Policies of Title Insurance describing the land and the
estate or interest therein hereinafter set forth, insuring against loss which
may be sustained by reason of any defect, lien or encumbrance not shown or
referred to as an Exception in Schedule B or not excluded from coverage pursuant
to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage of said Policy or 
Policies are set forth in the attached list. Copies of the policy forms should 
be read. They are available from the office which issued this report.

THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE 
PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO 
LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO
THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE 
REQUESTED.

The form of policy of title insurance contemplated by this report is:

                                                    Standard   Extended
                                                    Coverage   Coverage

California Land Title Association Standard
     Coverage Policy                                   [_]        [_]

American Land Title Association Owner's Policy         [_]        [X]

A.L.T.A. Residential Title Insurance Policy            [_]        [_]

American Land Title Association Loan Policy            [_]        [_]

Other:                                                 [_]        [_]

/s/ Richard Klein
- - --------------------------------------
Title Officer, RICHARD KLEIN  448-4365

                                       1

Order No: 9414176 - 62

                                  SCHEDULE A

1. The estate or interest in the land hereinafter described or referred to 
   covered by this report is:

A FEE

2. Title to said estate or interest at the date hereof is vested in:

FIDELITY FEDERAL SAVINGS AND LOAN ASSOCIATION, A UNITED STATES CORPORATION.

3. The land referred to in this report is situated in the State of California, 
   County of LOS ANGELES and is described as follows:

LOTS 1, 2, 3, 4, 6, 7 AND 8 OF MCNUTT TRACT, IN THE CITY OF GLENDALE, COUNTY OF 
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 160 OF 
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

 
Order No: 9414176 - 62

Page 1

                                  SCHEDULE B

At the date hereof exceptions to coverage in addition to the printed Exceptions 
and Exclusions in the policy form designated on the face page of this report 
would be as follows:

A   1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE 
       LEVIED FOR THE FISCAL YEAR 1994-95 WHICH ARE A LIEN NOT YET PAYABLE.

B   2. PROPERTY TAXES FOR THE FISCAL YEAR SHOWN BELOW ARE PAID. FOR INFORMATION 
       PURPOSES THE AMOUNTS ARE:

       FISCAL YEAR:          1993-1994
       1ST INSTALLMENT:      $36,036.57
       2ND INSTALLMENT:      $36,036.55
       EXEMPTION:            $NONE
       CODE AREA:            4047
       ASSESSMENT NO:        5643-018-084

C   3. THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF 
       ANY, MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3.5 OR PART 2,
       CHAPTER 3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION 75) OF
       THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF
       THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR AS A RESULT
       OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF
       POLICY.

D   4. COVENANTS, CONDITIONS AND RESTRICTIONS (DELETING THEREFROM ANY 
       RESTRICTIONS BASED ON RACE, COLOR OR CREED) AS SET FORTH IN THE DOCUMENT

       RECORDED:             IN BOOK 3005 PAGE 198 OF DEEDS

E      MODIFICATION(S) OF SAID COVENANTS, CONDITIONS AND RESTRICTIONS

       RECORDED:             IN BOOK 4066 PAGE 56 OF DEEDS

F   5. COVENANTS, CONDITIONS AND RESTRICTIONS (DELETING THEREFROM ANY 
       RESTRICTIONS BASED ON RACE, COLOR OR CREED) AS SET FORTH IN THE DOCUMENT

       RECORDED:             IN BOOK 5947 PAGE 224, OF DEEDS

G   6. COVENANTS, CONDITIONS AND RESTRICTIONS (DELETING THEREFROM ANY 
       RESTRICTIONS BASED ON RACE, COLOR OR CREED) AS SET FORTH IN THE DOCUMENT

       RECORDED:             IN BOOK 5269 PAGE 27, OF DEEDS

H   7. COVENANTS, CONDITIONS AND RESTRICTIONS (DELETING THEREFROM ANY

 
Order No. 9414176-62

Page 2

                                  SCHEDULE B
                                  (continued)

         RESTRICTIONS BASED ON RACE, COLOR OR CREED) AS SET FORTH IN THE
         DOCUMENT

         RECORDED:           IN BOOK 6318 PAGE 201, OF DEEDS

I    8.  THE RIGHT OF SYLVESTER H. WELCH AND MABEL ANN WELCH, HIS WIFE, THEIR
         AGENTS, EMPLOYEES, TENANTS, OCCUPANCY AND SERVANTS, TO USE SAID LAND,
         FOR PURPOSE OF PARKING AUTOMOBILES BELONGING TO THEM, AS PROVIDED IN
         AGREEMENT BY AND BETWEEN SYLVESTER H. WELCH AND MABEL ANN WELCH, HIS
         WIFE, AND CHESTER L. ROBERTS AND HIS WIFE, RECORDED IN BOOK 21814 PAGE
         295, OFFICIAL RECORDS.

         SAID MATTER AFFECTS: LOTS 1 AND 2.

J    9.  A LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY AND
         BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS,
         CONDITIONS AND PROVISIONS SET FORTH THEREIN.

         LESSOR:             SYLVESTER H. WELCH AND MABREL ANN WELCH, HUSBAND
                             AND WIFE
         LESSEE:             FOSTER AND KLEISER DIVISION OF METROPOLITAN 
                             BROADCASTING CORPORATION
         RECORDED:           SEPTEMBER 8, 1961 AS INSTRUMENT NO. 3912 IN BOOK 
                             M-848 PAGE 283, OFFICIAL RECORDS

K        THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER
         MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN.

         AFFECTS: LOT 1. 
 
M   10.  THE FACT THAT SAID LAND IS INCLUDED WITHIN A PROJECT AREA OF THE
         REDEVELOPMENT AGENCY SHOWN BELOW, AND THAT PROCEEDINGS FOR THE
         REDEVELOPMENT OF SAID PROJECT HAVE BEEN INSTITUTED UNDER THE
         REDEVELOPMENT LAW (SUCH REDEVELOPMENT TO PROCEED ONLY AFTER THE
         ADOPTION OF THE REDEVELOPMENT PLAN) AS DISCLOSED BY A DOCUMENT.

         REDEVELOPMENT
           AGENCY:           THE CENTRAL GLENDALE
         RECORDED:           AUGUST 17, 1972 AS INSTRUMENT NO. 2657, DECEMBER
                             17, 1975 AS INSTRUMENT NO. 2617, AS AMENDED
                             FEBRUARY 8, 1984 AS INSTRUMENT NO. 84-172648.

N   11.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO 
         AS SET FORTH IN A DOCUMENT

         GRANTED TO:         CITY OF GLENDALE, A MUNICIPAL CORPORATION
         PURPOSE:            PUBLIC STREET

                                       4

Order No: 9414176 - 62
Page 3
                                  SCHEDULE B
                                  (continued)

        RECORDED:  MAY 10, 1974 AS INSTRUMENT NO. 3715
        AFFECTS:   THOSE PORTIONS OF LOTS 1 AND 8, DESCRIBED AS FOLLOWS:

O       BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID LOT 1; THENCE NORTHERLY
        ALONG THE WESTERLY LINE OF SAID LOT 1 A DISTANCE OF 25.11 FEET TO A
        POINT OF CUSP WITH A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS
        OF 15.00 FEET; THENCE SOUTHERLY SOUTHEASTERLY AND EASTERLY ALONG SAID
        CURVE 23.68 FEET TO ITS POINT OF TANGENCY WITH A LINE PARALLEL WITH AND
        10.00 FEET NORTHERLY OF (MEASURED AT RIGHT ANGLES) THE SOUTHERLY LINE OF
        SAID LOTS 1 AND 8; THENCE EASTERLY ALONG SAID PARALLEL LINE TO THE
        BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF
        15.00 FEET, AND ALSO BEING TANGENT TO THE EASTERLY LINE OF SAID LOT 8;
        THENCE EASTERLY, NORTHEASTERLY AND NORTHERLY ALONG SAID CURVE 23.45 FEET
        TO A POINT OF CUSP WITH SAID EASTERLY LINE; THENCE SOUTHERLY ALONG SAID
        EASTERLY LINE A DISTANCE OF 24.89 FEET TO THE SOUTH EASTERLY CORNER OF
        SAID LOT 8; THENCE WESTERLY ALONG SAID SOUTHERLY LINE OF LOTS 8 AND 1 TO
        THE POINT OF BEGINNING.

        THE ABOVE DESCRIBED PARCEL OF LAND TO BECOME A PART OF BRAND BOULEVARD,
        DORAN STREET, AND MARYLAND AVENUE.

P  12.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
        SET FORTH IN A DOCUMENT

        GRANTED TO:  THE CITY OF GLENDALE, A MUNICIPAL CORPORATION, ITS
                     SUCCESSORS AND ASSIGNS

        PURPOSE:     UNDERGROUND CONDUITS, CABLES, AND OTHER EQUIPMENT FOR
                     THE DISTRIBUTION OF ELECTRICAL ENERGY AND FOR THE
                     TRANSMISSION OF SOUND OR SIGNALS BY ELECTRICITY

        RECORDED:    FEBRUARY 24, 1976 AS INSTRUMENT NO. 2981

        AFFECTS:     ALL OF THOSE PORTIONS OF LOTS 2 AND 3, DESCRIBED AS
                     FOLLOWS:

Q       A STRIP OF LAND OF A UNIFORM WIDTH OF 5.00 FEET, LYING 2.50 FEET ON EACH
        SIDE OF, PARALLEL AND CONTIGUOUS TO THE FOLLOWING DESCRIBED CENTERLINE:

        BEGINNING AT A POINT IN THE WESTERLY LINE OF LOT 2, DISTANT NORTHERLY
        THEREON 10.00 FEET FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE NORTH
        89 DEGREES 26 MINUTES EAST 125.38 FEET; THENCE NORTH 0 DEGREES 08
        MINUTES WEST 85.00 FEET AND THE END OF SAID 5.00 FOOT STRIP;

        AND ALL OF THOSE PORTIONS OF LOTS 3, 4 AND 6 OF THE McNUTT TRACT, AS PER
        MAP RECORDED IN BOOK 11 PAGE 160, OF MAPS, RECORDS OF LOS ANGELES
        COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

 
Order No: 9414176 - 62

Page 4

                                  SCHEDULE B
                                  (continued)

         BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 6; THENCE EASTERLY
         ALONG THE NORTHERLY LINE OF SAID LOT 6 A DISTANCE OF 5.00 FEET; THENCE
         SOUTH 0 DEGREES 08 MINUTES EAST 5.00 FEET; THENCE SOUTH 89 DEGREES 26
         MINUTES WEST 22.00 FEET; THENCE NORTH 0 DEGREES 08 MINUTES WEST 39.00
         FEET; THENCE NORTH 89 DEGREES 26 MINUTES EAST 17.00 FEET MORE OR LESS
         TO THE EASTERLY LINE OF LOT 4 OF SAID McNUTT TRACT; THENCE SOUTH ALONG
         SAID EASTERLY LINE OF LOT 4, 34.00 FEET MORE OR LESS TO THE POINT OF
         BEGINNING.

R    13. A DOCUMENT ENTITLED "NOTICE OF ASSESSMENT", DATED NOVEMBER 12, 1986 
         EXECUTED BY CITY OF GLENDALE, CALIFORNIA, SUBJECT TO ALL THE TERMS,
         PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED NOVEMBER 17, 1986
         AS INSTRUMENT NO. 86-1587432.

S    14. ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION VESTING IN THE INSURED 
         THE ESTATE OR INTEREST BY THIS POLICY, BY REASON OF THE OPERATION OF
         FEDERAL BANKRUPTCY, STATE INSOLVENCY, OR SIMILAR CREDITORS' RIGHTS
         LAWS.

T    15. ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION CREATING THE INTEREST OF
         THE MORTGAGE INSURED BY THIS POLICY, BY REASON OF THE OPERATION OF
         FEDERAL BANKRUPTCY, STATE INSOLVENCY, OR SIMILAR CREDITORS, RIGHTS
         LAWS.

U    16. MATTERS WHICH MAY BE DISCLOSED BY AN INSPECTION OR SURVEY OF SAID LAND 
         OR BY INQUIRY OF THE PARTIES IN POSSESSION THEREOF.

V        AN INSPECTION OF SAID LAND HAS BEEN ORDERED; UPON ITS COMPLETION WE 
         WILL ADVISE YOU OF OUR FINDINGS.

W        NOTE NO. 1: THERE ARE NO CONVEYANCES AFFECTING SAID LAND, RECORDED 
         WITHIN SIX (6) MONTHS OF THE DATE OF THIS REPORT.

X        NOTE NO. 2: THE CHARGE FOR A POLICY OF TITLE INSURANCE, WHEN ISSUED 
         THROUGH THIS TITLE ORDER, WILL BE BASED ON THE BASIC (NOT SHORT-TERM)
         TITLE INSURANCE RATE.

Y        NOTE NO. 3: IF THIS COMPANY IS REQUESTED TO DISBURSE FUNDS IN 
         CONNECTION WITH THIS TRANSACTION, CHAPTER 598, STATUTES OF 1989
         MANDATES HOLD PERIODS FOR CHECKS DEPOSITED TO ESCROW OR SUB-ESCROW
         ACCOUNTS. THE MANDATORY HOLD PERIOD FOR CASHIER'S CHECKS, CERTIFIED
         CHECKS AND TELLER'S CHECKS IS ONE BUSINESS DAY AFTER THE DAY DEPOSITED.
         OTHER CHECKS REQUIRE A HOLD PERIOD OF FROM TWO TO FIVE BUSINESS DAYS
         AFTER THE DAY DEPOSITED. IN THE EVENT THAT THE PARTIES TO THE
         CONTEMPLATED TRANSACTION WISH TO RECORD PRIOR TO THE TIME THAT THE
         FUNDS ARE AVAILABLE FOR DISBURSEMENT (AND SUBJECT TO COMPANY APPROVAL),
         THE COMPANY WILL REQUIRE THE PRIOR WRITTEN CONSENT OF THE PARTIES. UPON
         REQUEST, A FORM ACCEPTABLE TO THE COMPANY AUTHORIZING SAID EARLY
         RECORDING MAY BE PROVIDED TO ESCROW FOR EXECUTION.

         WIRE TRANSFERS

 
Order No: 9414176 - 62

Page 5

                                  SCHEDULE B
                                  (continued)

            THERE IS NO MANDATED HOLD PERIOD FOR FUNDS DEPOSITED BY CONFIRMED 
         WIRE TRANSFER. THE COMPANY MAY DISBURSE SUCH FUNDS THE SAME DAY.

         IN THE EVENT YOUR TRANSACTION IS BEING ESCROWED BY A CHICAGO TITLE 
         OFFICE, THEN CONTACT SHOULD BE MADE WITH THAT OFFICE TO OBTAIN CORRECT
         WIRING INSTRUCTIONS. FAILURE TO DO SO COULD RESULT IN A DELAY IN THE
         RECEIPT OF FUNDS AND SUBSEQUENT CLOSING OF YOUR TRANSACTION.

            CHICAGO TITLE WILL DISBURSE BY WIRE (WIRE-OUT) ONLY COLLECTED FUNDS 
         OR FUNDS RECEIVED BY CONFIRMED WIRE (WIRE-IN). THE FEE FOR EACH WIRE-
         OUT IS $25.00. THE COMPANY'S WIRE-IN INSTRUCTIONS ARE:

               WIRE-IN INSTRUCTIONS FOR BANK OF AMERICA

               TO:  CHICAGO TITLE
                    ACCOUNT #12358-50729 ROSEMEAD SUBESCROW
                    BANK OF AMERICA
                    1850 GATEWAY BLVD.
                    CONCORD, CA 94520
                    ABA #121000358

               FOR THE CREDIT OF:

                    CHICAGO TITLE COMPANY
                    1717 WALNUT GROVE
                    ROSEMEAD, CA 91770

               REFERENCE ORDER NO.: 009414176

Z        NOTE NO. 4: WHEN THIS TITLE ORDER CLOSES AND IF CHICAGO TITLE IS 
         HANDLING LOAN PROCEEDS THROUGH SUB-ESCROW, ALL TITLE CHARGES AND
         EXPENSES NORMALLY BILLED, WILL BE DEDUCTED FROM THOSE LOAN PROCEEDS
         (TITLE CHARGES AND EXPENSES WOULD INCLUDE TITLE PREMIUMS, ANY TAX OR
         BOND ADVANCES, DOCUMENTARY TRANSFER TAX AND RECORDING FEES, ETC.).

AA       NOTE NO. 5: FOR YOUR INFORMATION, PLEASE NOTE THAT EFFECTIVE JULY 1, 
         1994 ALL DOCUMENTS TO BE RECORDED IN CALIFORNIA MUST CONFORM TO THE
         FOLLOWING:

            (A) A PAGE FOR THE PURPOSE OF RECORDING SHALL BE ONE PRINTED SIDE OF
            A SINGLE PIECE OF PAPER WHICH IS 8-1/2 INCHES BY 11 INCHES. IF A
            PAGE CONFORMS TO THIS 8-1/2" X 11" REQUIREMENT, NO EXTRA FEE WILL BE
            CHARGED FOR RECORDING.

            (B) A SHEET SHALL BE ONE PRINTED SIDE OF A SINGLE PIECE OF PAPER.

Order No: 9414176-62

Page 6

                                  SCHEDULE B
                                  (continued)

              WHICH IS NOT EXACTLY 8-1/2 INCHES BY 11 INCHES BUT NOT GREATER
              THAN 8-1/2 INCHES BY 14 INCHES.

              (C) IF A PAGE OR SHEET DOES NOT CONFORM TO THE DIMENSIONS OF 8-1/2
              INCHES BY 11 INCHES THE RECORDER SHALL CHARGE $3.00 EXTRA PER PAGE
              OR SHEET OF THE DOCUMENT.

         THESE CHANGES ARE PURSUANT TO GOVERNMENT CODE SECTIONS 27201, 27361,
         AND 27361.5 WHICH WERE ENACTED IN THE 1992 LEGISLATIVE SESSION TO BE
         EFFECTIVE JULY 1, 1994.

AB       NOTE NO. 6: BEFORE ISSUING ANY POLICY OF TITLE INSURANCE, THIS COMPANY
         WILL REQUIRE THAT A FULL COPY OF ANY UNRECORDED LEASE REFERRED TO
         HEREIN BE FURNISHED TO THIS COMPANY, TOGETHER WITH ALL SUPPLEMENTS,
         ASSIGNMENTS AND AMENDMENTS, BEFORE ISSUING ANY POLICY OF TITLE
         INSURANCE.

AC       NOTE NO. 7: THIS COMPANY WILL REQUIRE THAT AN ALTA SURVEY OF SAID LAND,
         SATISFACTORY TO THIS COMPANY, BE SUBMITTED. IT IS RECOMMENDED THAT THE
         SURVEYOR CONTACT THIS COMPANY PRIOR TO STARTING THE SURVEY.

AD       NOTE NO. 8: BEFORE ISSUING ITS POLICY OF TITLE INSURANCE, THIS COMPANY
         WILL REQUIRE EVIDENCE, SATISFACTORY TO THE COMPANY, THAT FIDELITY
         FEDERAL SAVINGS AND LOAN ASSOCIATION, A UNITED STATES CORPORATION IS
         VALIDLY FORMED AND IN GOOD STANDING ON THE DATE WHEN DOCUMENTS IN THIS
         TRANSACTION ARE TO BE EXECUTED.

         ANY INSTRUMENT IN WRITING IN THE NAME OF THE CORPORATION WILL BE
         SUFFICIENT FOR TITLE INSURANCE PURPOSES IF, PURSUANT TO SECTION 5212 OF
         THE CALIFORNIA CORPORATIONS CODE, IT IS SIGNED AND ACKNOWLEDGED BY ANY
         ONE OF THE FOLLOWING OFFICERS:

              . THE CHAIRMAN OF THE BOARD OF DIRECTORS,
              . THE PRESIDENT,
              . ANY VICE PRESIDENT

         AND PROVIDED IT IS ALSO SIGNED BY ANY ONE OF THE FOLLOWING ADDITIONAL
         OFFICERS:

              . THE SECRETARY,
              . ANY ASSISTANT SECRETARY,
              . CHIEF FINANCIAL OFFICER,
              . ASSISTANT TREASURER

         ANY DEVIATION FROM THE ABOVE WILL REQUIRE THE SUBMISSION TO THIS
         COMPANY OF A RESOLUTION OF THE GOVERNING BODY OF SAID CORPORATION
         AUTHORIZING THE TRANSACTION FOR WHICH THIS REPORT HAS BEEN REQUESTED,
         TOGETHER WITH A COPY OF SUCH CORPORATION'S BY-LAWS. THE RESOLUTION TO
         DESIGNATE AS WELL,

                                       8

Order No: 9414176-62

Page 7

                                  SCHEDULE B
                                  (continued)
 
THE OFFICERS AUTHORIZED TO EXECUTE ON THE CORPORATION'S BEHALF.

PLATS
RK/JDF

                        CHICAGO TITLE INSURANCE COMPANY

                              Ref:  600 N. Brand

                            Order No.:  9414176-62

                              [MAP INSERTED HERE]

 
                                  EXHIBIT K-2

                              PRELIMINARY REPORT

                        CHICAGO TITLE INSURANCE COMPANY

                                                    Title Company
                                                    700 SOUTH FLOWER, SUITE 900
                                                    LOS ANGELES, CA 90017

CHICAGO TITLE COMPANY N B U
700 S. FLOWER, SUITE 900                            FAX:
BROADWAY PLAZA
LOS ANGELES, CALIFORNIA 90017

ATTN: REINA DUARTE                                  Your Ref: VENTURA BLVD

                                                    Order No. 9414177 - 62

Dated as of July 7, 1994 at 7:30 A.M.

In response to the above referenced application for a policy of title insurance,
                             CHICAGO TITLE COMPANY
hereby reports that it is prepared to issue, or cause to be issued, as of the
date hereof, a Policy or Policies of Title Insurance describing the land and the
estate or interest therein hereinafter set forth, insuring against loss which
may be sustained by reason of any defect, lien or encumbrance not shown or
referred to as an Exception in Schedule B or not excluded from coverage pursuant
to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage of said Policy or 
Policies are set forth in the attached list. Copies of the policy forms should 
be read. They are available from the office which issued this report.

THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE 
PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO 
LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO
THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE 
REQUESTED.

The form of policy of title insurance contemplated by this report is:

                                                    Standard   Extended
                                                    Coverage   Coverage

California Land Title Association Standard
     Coverage Policy                                   [_]        [_]

American Land Title Association Owner's Policy         [_]        [X]

A.L.T.A. Residential Title Insurance Policy            [_]        [_]

American Land Title Association Loan Policy            [_]        [_]

Other:                                                 [_]        [_]

/s/ Richard Klein
- - --------------------------------------
Title Officer, RICHARD KLEIN  448-4365

                                  Exhibit K-2

                                  SCHEDULE A

1. The estate or interest in the land hereinafter described or referred to 
   covered by this report is:

A FEE

2. Title to said estate or interest at the date hereof is vested in:

FIDELITY FEDERAL SAVINGS AND LOAN ASSOCIATION, A CORPORATION.

3. The land referred to in this report is situated in the State of California, 
   County of LOS ANGELES and is described as follows:

PARCEL A, OF PARCEL MAP L.A. NO. 3971, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 97 PAGE 87 OF PARCEL 
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

 
                                  SCHEDULE B

At the date hereof exceptions to coverage in addition to the printed Exceptions 
and Exclusions in the policy form designated on the face page of this report 
would be as follows:

A   1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE 
       LEVIED FOR THE FISCAL YEAR 1994-95 WHICH ARE A LIEN NOT YET PAYABLE.

B   2. PROPERTY TAXES FOR THE FISCAL YEAR SHOWN BELOW ARE PAID. FOR INFORMATION 
       PURPOSES THE AMOUNTS ARE:

       FISCAL YEAR:          1993-1994
       1ST INSTALLMENT:      $23,870.55
       2ND INSTALLMENT:      $23,870.53
       EXEMPTION:            $NONE
       CODE AREA:            0013
       ASSESSMENT NO:        2265-014-011

C   3. THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF 
       ANY, MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3.5 OR PART 2,
       CHAPTER 3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION 75) OF
       THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF
       THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR AS A RESULT
       OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF
       POLICY.

D   4. THE PROVISIONS IN A DEED PROHIBITING THE BUYING, SELLING OR HANDLING OF 
       INTOXICATING LIQUORS ON SAID LAND,

       RECORDED:             IN BOOK 6103 PAGE 69 OF DEEDS

E      SAID COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDE THT A VIOLATION 
       THEREOF SHALL NOT DEFEAT THE LIEN OF ANY MORTGAGE OR DEED OR TRUST MADE
       IN GOOD FAITH AND FOR VALUE.

F   5. A COVENANT AND AGREEMENT UPON AND SUBJECT TO THE TRMS AND CONDITIONS  
       THEREIN

       EXECUTED BY:          LENA CLINITE AND ROSE DEYORIO AND ANTHONY MASCIOTRA
                             AND PASQUELINE RAESSLER TRUSTEES OF THE MASCIOTRA
                             FAMILY TRUST
       IN FAVOR OF:          CITY OF LOS ANGELES
       RECORDED:             FEBRUARY 25, 1974 AS INSTRUMENT NO. 3149

       REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.

G      AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

 
                                  SCHEDULE B
                                  (continued)

         THAT IN CONSIDERATION OF THE APPROVAL OF TENTATIVE TRACT NO. 29614 BY
         THE ADVISORY AGENCY, WE DO HEREBY PROMISE, COVENANT AND AGREE TO AND
         WITH THE CITY OF LOS ANGELES AND THE ADVISORY AGENCY OF SAID CITY THAT
         TO THE EXTENT OF OUR INTEREST, WE AGREE THAT SAID PROPERTY WILL NEVER
         BE DEVELOPED FOR RESIDENTIAL USE, UNLESS THE REQUIRED DEDICATION OF
         LAND FOR PARK AND RECREATIONAL PURPOSES OR THE PAYMENT OF FEES IN LIEU
         THEREOF HAS BEEN MADE.

H        THIS COVENANT AND AGREEMENT SAHLL RUN WITH THE LAND AND SHALL BE
         BINDING UPON ANY FUTURE OWNERS, ENCUMBRANCERS, THEIR SUCCESSORS, HEIRS
         OR ASSIGNS AND SHALL CONTINUE IN EFFECT UNTIL THE PROPER GOVERNMENT
         AGENCY APPROVES ITS TERMINATION.

I    6.  A COVENANT AND AGREEMENT UPON AND SUBJECT TO THE TERMS AND CONDITIONS 
         THEREIN

         EXECUTED BY:        ANTHONY MASCIOTRA AND PASQUELINE RAESSLER,
                             TRUSTEES, ROSE DI YORIO AND LENA CLINITE

         IN FAVOR OF:        CITY OF LOS ANGELES

         RECORDED:           FEBRUARY 25, 1974 AS INSTRUMENT NO. 3150

         REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.

J        AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

         SAID OWNERS HEREBY COVENANT AND AGREE TO AND WITH SAID CITY OF LOS
         ANGELES TO SUBMIT FOUR COPIES OF A PARKING AREA AND DRIVEWAY PLAN OVER
         TRACT NO. 29614, TO THE APPROPRIATE DISTRICT OFFICE OF THE BUREAU OF
         ENGINEERING FOR APPROVAL AND FOR COORDINATION AND REVIEW WITH THE
         TRAFFIC DEPARTMENT AND THE DEPARTMENT OF BUILDING AND SAFETY, PRIOR TO
         THE ISSUANCE OF BUILDING PERMITS.

K        THIS COVENANT AND AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE
         BINDING UPON ANY FUTURE OWNERS, ENCUMBRANCERS, THEIR SUCCESSORS, HEIRS
         OR ASSIGNS AND SHALL CONTINUE IN EFFECT UNTIL THE PROPER GOVERNMENT
         AGENCY APPROVES ITS TERMINATION.

L.   7.  A COVENANT AND AGREEMENT UPON AND SUBJECT TO THE TERMS AND CONDITIONS 
         THEREIN

         EXECUTED BY:        THE OAKS, A LIMITED PARTNERSHIP
         IN FAVOR OF:        CITY OF LOS ANGELES
         RECORDED:           JULY 13, 1978 AS INSTRUMENT NO. 78-762894

         REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.

M.       AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

 
                                  SCHEDULE B
                                  (continued)

         REGARDING MAINTENANCE OF YARDS FOR AN OVERSIZED BUILDING.

N        THIS COVENANT AND AGREEMENT SHALL RUN WITH THE LAND AND SHALL BE 
         BINDING UPON ANY FUTURE OWNERS, ENCUMBRANCES, THEIR SUCCESSORS, HEIRS
         OR ASSIGNS AND SHALL CONTINUE IN EFFECT UNTIL THE PROPER GOVERNMENT
         AGENCY APPROVES ITS TERMINATION.

O     8. AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED 
         BY AND BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS,
         CONDITIONS AND PROVISIONS SET FORTH THEREIN

         LESSOR:            THE OAKS, A LIMITED PARTNERSHIP
         LESSEE:            INTEGRITY ENTERTAINMENT CORP., A DELAWARE
                            CORPORATION
         DISCLOSED BY:      MEMORANDUM OF LEASE
         RECORDED:          AUGUST 23, 1978 AS INSTRUMENT NO. 78-933961

P        AMONG OTHER THINGS SAID LEASE PROVIDES FOR:

         TENANT HAS AN OPTION TO EXTEND THE LEASE FOR AN ADDITIONAL PERIOD OF 
         FIVE (5) YEARS.

Q        THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER 
         MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN.

         AFFECTS:  THIS AND OTHER PROPERTY.

S     9. AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED 
         BY AND BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS,
         CONDITIONS AND PROVISIONS SET FORTH THEREIN

         LESSOR:            THE OAKS, A LIMITED PARTNERSHIP
         LESSEE:            EL TORITO-LA FIESTA RESTAURANTS, INC., A CALIFORNIA
                            CORPORATION
         DISCLOSED BY:      MEMORANDUM OF LEASE
         RECORDED:          OCTOBER 10, 1978 AS INSTRUMENT NO. 78-1125345

T        THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER 
         MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN.

U    10. A NOTICE OF BUILDING(S), STRUCTURE(S) OR PREMISES CLASSIFIED AS (A) 
         SUBSTANDARD BUILDING(S) PURSUANT TO THE PROVISIONS OF DIVISION 89 OF
         ARTICLE 1 OF CHAPTER IX OF THE LOS ANGELES MUNICIPAL CODE, BY THE
         DEPARTMENT OF BUILDING AND SAFETY.

         RECORDED:          JUNE 27, 1994 AS INSTRUMENT NO. 94-1220278

 
                                  SCHEDULE B
                                  (continued)

V    11. ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION VESTING IN THE INSURED
         THE ESTATE OR INTEREST INSURED BY THIS POLICY, BY REASON OF THE
         OPERATION OF FEDERAL BANKRUPTCY, STATE INSOLVENCY, OR SIMILAR
         CREDITORS' RIGHTS LAWS.

W    12. ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION CREATING THE INTEREST 
         OF THE MORTGAGE INSURED BY THIS POLICY, BY REASON OF THE OPERATION OF
         FEDERAL BANKRUPTCY, STATE INSOLVENCY, OR SIMILAR CREDITORS, RIGHTS
         LAWS.

X    13. MATTERS WHICH MAY BE DISCLOSED BY AN INSPECTION OR SURVEY OF SAID LAND 
         OR BY INQUIRY OF THE PARTIES IN POSSESSION THEREOF.
        
Y        AN INSPECTION OF SAID LAND HAS BEEN ORDERED; UPON ITS COMPLETION WE 
         WILL ADVISE YOU OF OUR FINDINGS.

Z    14. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE 
         PUBLIC RECORDS.

AA       NOTE NO. 1: THERE ARE NO CONVEYANCES AFFECTING SAID LAND, RECORDED 
         WITHIN SIX (6) MONTHS OF THE DATE OF THIS REPORT.

AB       NOTE NO. 2: THE CHARGE FOR A POLICY OF TITLE INSURANCE, WHEN ISSUED 
         THROUGH THIS TITLE ORDER, WILL BE BASED ON THE BASIC (NOT SHORT-TERM)
         TITLE INSURANCE RATE.

AC       NOTE NO. 3: IF THIS COMPANY IS REQUESTED TO DISBURSE FUNDS IN 
         CONNECTION WITH THIS TRANSACTION, CHAPTER 598, STATUTES OF 1989
         MANDATES HOLD PERIODS FOR CHECKS DEPOSITED TO ESCROW OR SUB-ESCROW
         ACCOUNTS. THE MANDATORY HOLD PERIOD FOR CASHIER'S CHECKS, CERTIFIED
         CHECKS AND TELLER'S CHECKS IS ONE BUSINESS DAY AFTER THE DAY DEPOSITED.
         OTHER CHECKS REQUIRE A HOLD PERIOD OF FROM TWO TO FIVE BUSINESS DAYS
         AFTER THE DAY DEPOSITED. IN THE EVENT THAT THE PARTIES TO THE
         CONTEMPLATED TRANSACTION WISH TO RECORD PRIOR TO THE TIME THAT THE
         FUNDS ARE AVAILABLE FOR DISBURSEMENT (AND SUBJECT TO COMPANY APPROVAL),
         THE COMPANY WILL REQUIRE THE PRIOR WRITTEN CONSENT OF THE PARTIES. UPON
         REQUEST, A FORM ACCEPTABLE TO THE COMPANY AUTHORIZING SAID EARLY
         RECORDING MAY BE PROVIDED TO ESCROW FOR EXECUTION.

         WIRE TRANSFERS

             THERE IS NO MANDATED HOLD PERIOD FOR FUNDS DEPOSITED BY CONFIRMED 
         WIRE TRANSFER. THE COMPANY MAY DISBURSE SUCH FUNDS THE SAME DAY.

         IN THE EVENT YOUR TRANSACTION IS BEING ESCROWED BY A CHICAGO TITLE
         OFFICE, THEN CONTACT SHOULD BE MADE WITH THAT OFFICE TO OBTAIN CORRECT
         WIRING INSTRUCTIONS. FAILURE TO DO SO COULD RESULT IN A DELAY IN THE
         RECEIPT OF FUNDS AND SUBSEQUENT CLOSING OF YOUR TRANSACTION.

 
                                  SCHEDULE B
                                  (continued)

         CHICAGO TITLE WILL DISBURSE BY WIRE (WIRE-OUT) ONLY COLLECTED FUNDS 
         OR FUNDS RECEIVED BY CONFIRMED WIRE (WIRE-IN). THE FEE FOR EACH WIRE-
         OUT IS $25.00. THE COMPANY'S WIRE-IN INSTRUCTIONS ARE:

               WIRE-IN INSTRUCTIONS FOR BANK OF AMERICA

               TO:  CHICAGO TITLE
                    ACCOUNT #12358-50729 ROSEMEAD SUBESCROW
                    BANK OF AMERICA
                    1850 GATEWAY BLVD.
                    CONCORD, CA 94520
                    ABA #121000358

               FOR THE CREDIT OF:

                    CHICAGO TITLE COMPANY
                    1717 WALNUT GROVE
                    ROSEMEAD, CA 91770

               REFERENCE ORDER NO.: 009414177

AD       NOTE NO. 4: WHEN THIS TITLE ORDER CLOSES AND IF CHICAGO TITLE IS 
         HANDLING LOAN PROCEEDS THROUGH SUB-ESCROW, ALL TITLE CHARGES AND
         EXPENSES NORMALLY BILLED, WILL BE DEDUCTED FROM THOSE LOAN PROCEEDS
         (TITLE CHARGES AND EXPENSES WOULD INCLUDE TITLE PREMIUMS, ANY TAX OR
         BOND ADVANCES, DOCUMENTARY TRANSFER TAX AND RECORDING FEES, ETC.).

AE       NOTE NO. 5: BEFORE ISSUING ANY POLICY OF TITLE INSURANCE, THIS COMPANY
         WILL REQUIRE THAT A FULL COPY OF ANY UNRECORDED LEASE REFERRED TO
         HEREIN BE FURNISHED TO THIS COMPANY, TOGETHER WITH ALL SUPPLEMENTS,
         ASSIGNMENTS AND AMENDMENTS, BEFORE ISSUING ANY POLICY OF TITLE
         INSURANCE.

AF       NOTE NO. 6: BEFORE ISSUING ITS POLICY OF TITLE INSURANCE, THIS COMPANY
         WILL REQUIRE EVIDENCE, SATISFACTORY TO THE COMPANY, THAT FIDELITY
         FEDERAL SAVINGS AND LOAN ASSOCIATION, A CORPORATION IS VALIDLY FORMED
         AND IN GOOD STANDING ON THE DATE WHEN DOCUMENTS IN THIS TRANSACTION ARE
         TO BE EXECUTED.

         ANY INSTRUMENT IN WRITING IN THE NAME OF THE CORPORATION WILL BE
         SUFFICIENT FOR TITLE INSURANCE PURPOSES IF, PURSUANT TO SECTION 5212 OF
         THE CALIFORNIA CORPORATIONS CODE, IT IS SIGNED AND ACKNOWLEDGED BY ANY
         ONE OF THE FOLLOWING OFFICERS:

         .  THE CHAIRMAN OF THE BOARD OF DIRECTORS,
         .  THE PRESIDENT,
         .  ANY VICE PRESIDENT

 
                                  SCHEDULE B
                                  (continued)

         AND PROVIDED IT IS ALSO SIGNED BY ANY ONE OF THE FOLLOWING ADDITIONAL 
         OFFICERS:

             . THE SECRETARY,
             . ANY ASSISTANT SECRETARY,
             . CHIEF FINANCIAL OFFICER,
             . ASSISTANT TREASURER.

         ANY DEVIATION FROM THE ABOVE WILL REQUIRE THE SUBMISSION TO THIS
         COMPANY OF A RESOLUTION OF THE GOVERNING BODY OF SAID CORPORATION
         AUTHORIZING THE TRANSACTION FOR WHICH THIS REPORT HAS BEEN REQUESTED,
         TOGETHER WITH A COPY OF SUCH CORPORATION'S BY-LAWS. THE RESOLUTION TO
         DESIGNATE AS WELL, THE OFFICERS AUTHORIZED TO EXECUTE ON THE
         CORPORATION'S BEHALF.

AG       NOTE NO. 7: THIS COMPANY WILL REQUIRE THAT AN ALTA SURVEY OF SAID LAND,
         SATISFACTORY TO THIS COMPANY, BE SUBMITTED. IT IS RECOMMENDED THAT THE
         SURVEYOR CONTACT THIS COMPANY PRIOR TO STARTING THE SURVEY.

AH       NOTE NO. 8: FOR YOUR INFORMATION, PLEASE NOTE THAT EFFECTIVE JULY 1, 
         1994 ALL DOCUMENTS TO BE RECORDED IN CALIFORNIA MUST CONFORM TO THE
         FOLLOWING:

             (A) A PAGE FOR THE PURPOSE OF RECORDING SHALL BE ONE PRINTED SIDE 
             OF A SINGLE PIECE OF PAPER WHICH IS 8-1/2 INCHES BY 11 INCHES. IF A
             PAGE CONFORMS TO THIS 8-1/2" X 11" REQUIREMENT, NO EXTRA FEE WILL
             BE CHARGED FOR RECORDING.

             (B) A SHEET SHALL BE ONE PRINTED SIDE OF A SINGLE PIECE OF PAPER
             WHICH IS NOT EXACTLY 8-1/2 INCHES BY 11 INCHES BUT NOT GREATER THAN
             8-1/2 INCHES BY 14 INCHES.

             (C) IF A PAGE OR SHEET DOES NOT CONFORM TO THE DIMENSIONS OF 8-1/2
             INCHES BY 11 INCHES THE RECORDER SHALL CHARGE $3.00 EXTRA PER PAGE
             OR SHEET OF THE DOCUMENT.

         THESE CHANGES ARE PURSUANT TO GOVERNMENT CODE SECTIONS 27201, 27361,
         AND 27361.5 WHICH WERE ENACTED IN THE 1992 LEGISLATIVE SESSION TO BE
         EFFECTIVE JULY 1, 1994.

         PLATS
         RK/JDF

 
                        CHICAGO TITLE INSURANCE COMPANY

                              Ref:  Ventura Blvd.

                            Order No.:  9414177-62

                              [MAP INSERTED HERE]

                           PARCEL MAP L.A. NO. 3971

                          IN THE CITY OF LOS ANGELES
                              STATE OF CALIFORNIA

                           FOR SUBDIVISION PURPOSES

            BEING A SUBDIVISION OF LOT 3, TRACT NO. 29614, PER MAP
            FILED IN BOOK 839, PAGES 62 TO 64 INCLUSIVE OF MAPS,
            RECORDS OF LOS ANGELES COUNTY.

           [CITY ENGINEER'S CERTIFICATE (PARCEL MAP) INSERTED HERE]

                   LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS

       CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990

                           EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy 
and the Company will not pay loss or damage, costs, attorneys' fees or expenses 
which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited
       to building and zoning laws, ordinances, or regulations) restricting,
       regulating, prohibiting or relating to (i) the occupancy, use, or
       enjoyment of the land; (ii) the character, dimensions or location of any
       improvement now or hereafter erected on the land; (iii) a separation in
       ownership or a change in the dimensions or area of the land or any parcel
       of which the land is or was a part; or (iv) environmental protection, or
       the effect of any violation of these laws, ordinances or governmental
       regulations, except to the extent that a notice of the enforcement
       thereof or a notice of a defect, lien or encumbrance resulting from a
       violation or alleged violation affecting the land has been recorded in
       the public records at Date of Policy.

   (b) Any governmental police power not excluded by (a) above, except to the
       extent that a notice of the exercise thereof or a notice of a defect,
       lien or encumbrance resulting from a violation or alleged violation
       affecting the land has been recorded in the public records at Date of
       Policy.

2.     Rights of eminent domain unless notice of the exercise thereof has been 
       recorded in the public records at Date of Policy, but not excluding from
       coverage any taking which has occurred prior to Date of Policy which
       would be binding on the rights of a purchaser for value without
       knowledge.

3.     Defects, liens, encumbrances, adverse claims or other matters:

   (a) whether or not recorded in the public records at Date of Policy, but 
       created, suffered, assumed or agreed to by the insured claimant;

   (b) not known to the Company, not recorded in the public records at Date of
       Policy, but known to the insured claimant and not disclosed in writing to
       the Company by the insured claimant prior to the date the insured
       claimant became an insured under this policy;

   (c) resulting in no loss or damage to the insured claimant;

   (d) attaching or created subsequent to Date of Policy; or

   (e) resulting in loss or damage which would not have been sustained if the
       insured claimant had paid value for the insured mortgage or the estate or
       interest insured by this policy.

4.     Unenforceability of the lien of the insured mortgage because of the 
       inability or failure of the insured at Date of Policy, or the inability
       or failure of any subsequent owner of the indebtedness, to comply with
       applicable doing business laws of the state in which the land is
       situated.

5.     Invalidity or unenforceability of the lien of the insured mortgage, or 
       claim thereof, which arises out of the transaction evidenced by the
       insured mortgage and is based upon usury or any consumer credit
       protection or truth-in-lending law.

6.     Any claim, which arises out of the transaction vesting in the insured the
       estate or interest insured by this policy or the transaction creating the
       interest of the insured lender, by reason of the operation of federal
       bankruptcy, state insolvency or similar creditors' rights laws.

- - --------------------------------------------------------------------------------

                           EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of 
   any taxing authority that levies taxes or assessments on real property or by
   the public records.

   Proceedings by a public agency which may result in taxes or assessments, or 
   notices of such proceedings, whether or not shown by the records of such
   agency or by the public records.

2. Any facts, rights, interests or claims which are not shown by the public
   records but which could be ascertained by an inspection of the land or which
   may be asserted by persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, which are not shown by
   the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, 
   or any other facts which a correct survey would disclose, and which are not
   shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in
   Acts authorizing the issuance thereof; (c) water rights, claims or title to
   water, whether or not the matters excepted under (a), (b) or (c) are shown by
   the public records.

 
  AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)

                                  EXCLUSIONS

In addition to the exceptions in Schedule B, you are not insured against loss, 
costs, attorney's fees and expenses resulting from:

        1. Governmental police power, and the existence or violation of any law 
or government regulation. This includes building and zoning ordinances and also 
laws and regulation concerning:
               . land use                            . land division
               . improvements on the land            . environmental protection

        This exclusion does not apply to the violations or the enforcement of 
these matters which appear in the public records at Policy Date.
        This exclusion does not limit the zoning coverage described in Items 12 
and 13 of Covered Title Risks.

        2. The right to take the land by condemning it, unless:
               . a notice of exercising the right appears in the public records 
                 on the Policy Date
               . the taking happened prior to the Policy Date and is binding on 
                 you if you bought the land without knowing of the taking

        3. Title Risks:
               . that are created, allowed, or agreed to by you
               . that are known to you, but not to us, on the Policy Date--
                 unless they appeared in the public records
               . that result in no loss to you
               . that first affect your title after the Policy Date--this does
                 not limit the labor and material lien coverage in Item 8 of
                 Covered Title Risks

        4. Failure to pay value for your title.

        5. Lack of a right:
               . to any land outside the area specifically described and 
                 referred to in item 3 of Schedule A, or
               . in streets, alleys, or waterways that touch your land
           
           This exclusion does not limit the access coverage in Item 5 of 
Covered Title Risks.

                           EXCEPTIONS FROM COVERAGE

In addition to the Exclusions, you are not insured against loss, costs, 
attorney's fees and expenses resulting from:

         1. Someone claiming an interest in your land by reason of:
            A. Easements not shown in the public records
            B. Boundary disputes not shown in the public records
            C. Improvements owned by your neighbor place on your land

         2. If, in addition to a single family residence, your existing
            structure consists of one or more Additional Dwelling Units. Item 12
            of Covered Title Risks does not insure you against loss, costs,
            attorneys' fees, and expenses resulting from:

            A. The forced removal of any Additional Dwelling Unit, or,

            B. The forced conversion of any Additional Dwelling Unit back to its
               original use.

            If said Additional Dwelling Unit was either constructed or converted
            to use as a dwelling unit in violation of any law or government
            regulation.

                                      12

 
            AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
                     WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
                                      and
       AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
                     WITH ALTA ENDORSEMENT - FORM 1 COVERAGE

                           EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy 
and the Company will not pay loss or damage, costs, attorney's fees or expenses 
which arise by reason of:
1.   (a)   Any law, ordinance or governmental regulation (including but not
           limited to building and zoning laws, ordinances, or regulations)
           restricting, regulating, prohibiting or relating to (i) the
           occupancy, use, or enjoyment of the land; (ii) the character,
           dimensions or location of any improvement now or hereafter erected on
           the land; (iii) a separation in ownership or a change in the
           dimensions or area of the land or any parcel of which the land is or
           was a part; or (iv) environmental protection, or the effect of any
           violation of these laws, ordinances or governmental regulations,
           except to the extent that a notice of the enforcement thereof or a
           notice of a defect, lien or encumbrance resulting from a violation or
           alleged violation affecting the land has been recorded in the public
           records at Date of Policy.

     (b)   Any governmental police power not excluded by (a) above, except to
           the extent that a notice to the exercise thereof or a notice of a
           defect, lien or encumbrance resulting from a violation or alleged
           violation affecting the land has been recorded in the public records
           at Date of Policy.

2.         Rights of eminent domain unless notice of the exercise thereof has
           been recorded in the public records at Date of Policy, but not
           excluding from coverage any taking which has occurred prior to Date
           of Policy which would be binding on the rights of a purchaser for
           value without knowledge.

3.         Defects, liens, encumbrances, adverse claims or other matters:
     (a)   created, suffered, assumed or agreed to by the insured claimant;
     (b)   not known to the Company, not recorded in the public records at Date
           of Policy, but known to the insured claimant and not disclosed in
           writing to the Company by the insured claimant prior to the date the
           insured claimant became an insured under this policy;
     (c)   resulting in no loss or damage to the insured claimant;
     (d)   attaching or created subsequent to Date of Policy (except to the
           extent that this policy insures the priority of the lien of the
           insured mortgage over any statutory lien for services, labor or
           material or to the extent insurance is afforded herein as to
           assessments for street improvements under construction or completed
           at Date of Policy); or
     (e)   resulting in loss or damage which would not have been sustained if
           the insured claimant had paid value for the insured mortgage.

4.         Unenforceability of the lien of the insured mortgage because of the
           inability or failure of the insured at Date of Policy, or the
           inability or failure of any subsequent owner of the indebtedness, to
           comply with applicable doing business laws of the state in which the
           land is situated.

5.         Invalidity or unenforceability of the lien of the insured mortgage,
           or claim thereof, which arises out of the transaction evidenced by
           the insured mortgage and is based upon usury or any consumer credit
           protection or truth in lending law.

6.         Any statutory lien for services, labor or materials (or the claim or
           priority of any statutory lien for services, labor or materials over
           the lien of the insured mortgage) arising from an improvement or work
           related to the land which is contracted for and commenced subsequent
           to Date of Policy and is not financed in whole or in part by proceeds
           of the indebtedness secured by the insured mortgage which at Date of
           Policy the insured has advanced or is obligated to advance.

7.         Any claim, which arises out of the transaction creating the interest
           of the mortgagee insured by this policy, by reason of the operation
           of federal bankruptcy, state insolvency, or similar creditors'
           rights laws, that is based on:
             (i) the transaction creating the interest of the insured mortgagee
                 being deemed a fraudulent conveyance or fraudulent transfer; or
            (ii) the subordination of the interest of the insured mortgagee as a
                 result of the application of the doctrine of equitable
                 subordination; or
           (iii) the transaction creating the interest of the insured mortgagee
                 being deemed a preferential transfer except where the
                 preferential transfer results from the failure:
                 (a) to timely record the instrument of transfer; or
                 (b) of such recordation to impart notice to purchaser for value
                     or a judgment or lien creditor.

THE ABOVE POLICY FORMS MAY BE ISSUED TO AFFORD EITHER STANDARD COVERAGE OR
EXTENDED COVERAGE. IN ADDITION TO THE ABOVE EXCLUSIONS FROM COVERAGE, THE
EXCEPTIONS FROM COVERAGE IN A STANDARD COVERAGE POLICY WILL ALSO INCLUDE THE
FOLLOWING GENERAL EXCEPTIONS:

                           EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees or expenses) which arise by reason of:

1.  Taxes or assessments which are not shown as existing liens by the records of
    any taxing authority that levies taxes or assessments on real property or by
    the public records.
        Proceedings by a public agency which may result in taxes or assessments,
        or notices of such proceedings, whether or not shown by the records of
        such agency or by the public records.
2.  Any facts, righs, interests or claims which are not shown by the public
    records but which could be ascertained by an inspection of the land or by
    making inquiry of persons in possession thereof.
3.  Easements, liens or encumbrances, or claims thereof, which are not shown by
    the public records.
4.  Discrepancies, conflicts in boundary lines, shortage in area, encroachments,
    or any other facts which a correct survey would disclose, and which are not
    shown by the public records.
5.  (a) Unpatented mining claims; (b) reservations or exceptions in patents or
        in Acts authorizing the issuance thereof; (c) water rights, claims or
        title to water, whether or not the matters excepted under (a), (b) or
        (c) are shown by the public records.

 
         AMERICAN LAND TITLE ASSOCIATION AND OWNER'S POLICY (10-17-92)
                                      AND
      AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92)

                           EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy 
and the Company will not pay loss or damage, costs, attorneys' fees or expenses 
which arise by reason of:

1. (a)   Any law, ordinance or governmental regulation (including but not
         limited to building and zoning laws, ordinances, or regulations)
         restricting, regulating, prohibiting or relating to (i) the occupancy,
         use, or enjoyment of the land; (ii) the character, dimensions or
         location of any improvement now or hereafter erected on the land; (iii)
         a separation in ownership or a change in the dimensions or area of the
         land or any parcel of which the land is or was a part; or (iv)
         environmental protection, or the effect of any violation of these laws,
         ordinances or governmental regulations, except to the extent that a
         notice of the enforcement thereof or a notice of a defect, lien or
         encumbrance resulting from a violation or alleged violation affecting
         the land has been recorded in the public records at Date of Policy.

   (b)   Any governmental police power not excluded by (a) above, except to the
         extent that a notice of the exercise thereof or a notice of a defect,
         lien or encumbrance resulting from a violation or alleged violation
         affecting the land has been recorded in the public records at Date of
         Policy.

2.       Rights of eminent domain unless notice of the exercise thereof has been
         recorded in the public records at Date of Policy, but not excluding
         from coverage any taking which has occurred prior to Date of Policy
         which would be binding on the rights of a purchaser for value without
         knowledge.

3.       Defects, liens, encumbrances, adverse claims or other matters:
   (a)   created, suffered, assumed or agreed to by the insured claimant;
   (b)   not known to the Company, not recorded in the public records at Date of
         Policy, but known to the insured claimant and not disclosed in writing
         to the Company by the insured claimant prior to the date the insured
         claimant became an insured under this policy;
   (c)   resulting in no loss or damage to the insured claimant;
   (d)   attaching or created subsequent to Date of Policy; or
   (e)   resulting in loss or damage which would not have been sustained if the
         insured claimant had paid value for the estate or interest insured by
         this policy.

4.       Any claim, which arises out of the transaction vesting in the insured
         the estate or interest insured by this policy, by reason of the
         operation of federal bankruptcy, state insolvency, or similar
         creditors' rights laws, that is based on:
          (i) the transaction creating the estate or interest insured by this
              policy being deemed a fraudulent conveyance or fraudulent
              transfer; or
         (ii) the transaction creating the estate or interest insured by this
              policy being deemed a preferential transfer except where the
              preferential transfer results from the failure:
              (a) to timely record the instrument of transfer; or
              (b) of such recordation to impart notice to a purchaser for value
                  or a judgment or lien creditor.

The above policy forms may be issued to afford either Standard Coverage or 
Extended Coverage. In addition to the above Exclusions from Coverage, the 
Exceptions from Coverage in a Standard Coverage policy will also include the 
following General Exceptions:

                           EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees or expenses) which arise by reason of:

1.   Taxes or assessments which are not shown as existing liens by the records
of any taxing authority that levies taxes or assessments on real property or by
the public records.
     Proceedings by a public agency which may result in taxes or assessments, or
notices of such proceedings, whether or not shown by the records of such agency 
or by the public records.

2.   Any facts, rights, interests or claims which are not shown by the public 
records but which could be ascertained by an inspection of the land or by making
inquiry of persons in possession thereof.

3.   Easements, liens or encumbrances, or claims thereof, which are not shown by
the public records.

4.   Discrepancies, conflicts in boundary lines, shortage in area,
encroachments, or any other facts which a correct survey would disclose, and
which are not shown by the public records.

5.   (a) Unpatented mining claims; (b) reservations or exceptions in patents or 
in Acts authorizing the issuance thereof; (c) water rights, claims or title to 
water, whether or not the matters excepted under (a), (b) or (c) are shown by 
the public records.

                                      14

 
                                                                      ANNEX A TO
                                                                LETTER AGREEMENT

      SCHEDULE FOR DETERMINATION OF CASH RESTRUCTURING FEE PAYABLE TO THE
          LENDERS BASED UPON THE NET CASH AND NON-CASH CONSIDERATION
        RECEIVED OR RETAINED BY CITADEL (OR ITS STOCKHOLDERS OR ITS OR
              THEIR RESPECTIVE DESIGNEES) FROM THE RESTRUCTURING.

       TOTAL FAIR MARKET                 FAIR MARKET VALUE OF                    TOTAL OF              CUMULATIVE TOTAL
  VALUE OF NET CONSIDERATION       INCREMENTS OF NET CONSOLIDATION          RESTRUCTURING FEE              MAXIMUM
      RECEIVED BY CITADEL*               RECEIVED BY CITADEL                    INCREMENTS             RESTRUCTURING FEE
                                                                                               
$40,000,000 or less                            -0-                                 -0-                    $1,000,000
Up to $50,000,000                    $10,000 per $1,000,000                   $100,000                    $1,100,000
Up to $60,000,000                    $15,000 per $1,000,000                   $150,000                    $1,250,000
Up to $70,000,000                    $20,000 per $1,000,000                   $200,000                    $1,450,000
Up to $80,000,000                    $50,000 per $1,000,000                   $500,000                    $1,950,000
Up to $90,000,000                    $100,000 per $1,000,000                  $1,000,000                  $2,950,000
Up to $100,000,000                   $200,000 per $1,000,000                  $2,000,000                  $4,950,000
 
* Fair Market Value of the net consideration from the Restructuring to be
  determined in writing by the Company's financial advisor, J.P. Morgan
  Securities Inc. ("Morgan") or such other advisor designated by the Company and
  acceptable to the Lenders; provided, however, that if any of the Lenders
                             --------  -------
  contest in writing the valuation by Morgan within thirty (30) Business Days
  after such Lender's receipt of the Morgan valuation, then the fair market
  value of such net consideration shall be determined by an independent
  individual or entity acceptable to the Company and the Lenders, with the fees
  and expenses of such individual or entity to be borne 50% by the Company and
  50% by the Lenders.

                                                                   EXHIBIT 10.29

                         ASSIGNMENT OF OPTION AGREEMENT
                                        
      This Assignment of Option Agreement ("Assignment") is made as of the 4th
day of August, 1994, by and between Citadel Holding Corporation, a Delaware
corporation ("Assignor") and Citadel Realty, Inc. ("Assignee").

      A. Assignor has entered into that certain Option Agreement with Fidelity
Federal Bank, a Federal Savings Bank ("Fidelity"), as optionor and Assignor, as
optionee, dated as of August 4, 1994 (the "Option Agreement"). The Option
Agreement has been supplemented by a letter agreement of even date herewith, and
all references to the Option Agreement shall refer to and include the Option
Agreement as so amended and supplemented.

      B. Assignor desires to transfer and assign its rights and delegate its
duties under the Option Agreement to Optionee. Optionee is a wholly owned
subsidiary of Optionor.

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledge, the parties hereto, intending to be
legally bound hereby, agree as follows:

      1. Recitals. The foregoing recitals are hereby incorporated herein by
         --------
reference as if fully set forth at this point in the text of this Assignment.

      2. Transfer and Assignment. Assignor does hereby sell, assign, convey,
         -----------------------
transfer, grant, set over and deliver to Assignee all of Assignor's right, title
and interest in and to the Option Agreement.

      3. Assumption. Assignee hereby accepts such assignment and assumes and
         ----------
agrees to perform all of the terms, covenants and conditions of the Option
Agreement to be performed by the optionee thereunder from and after the date
hereof.

      4. Covenant of Further Assurances. The parties hereto agree to execute
         ------------------------------
such other documents and perform such other acts as may be reasonably necessary
or desirable to carry out the purposes of this Assignment.

      5. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California. 

      IN WITNESS WHEREOF, Assignee and Assignor have executed this Assignment of
Option Agreement as of the date written above.
 
                                     ASSIGNOR:
                       
                                     CITADEL HOLDING CORPORATION, a 
                                     Delaware corporation
                                    
                                     By:  /s/ Richard M. Greenwood
                                          -------------------------------------
                                     Its: President and Chief Executive Officer

                                     ASSIGNEE:

                                     CITADEL REALTY, INC.

                                     By:  /s/ Steve Wesson
                                          -------------------------------------
                                     Its: President and Secretary

                                       2

                                                                   EXHIBIT 10.30

                              AMENDMENT NO. 2 TO
                             EXECUTIVE EMPLOYMENT
                                   AGREEMENT

     Fidelity Federal Bank, A Federal Savings Bank ("Fidelity") and Richard 
M. Greenwood ("Executive") are parties to an Executive Employment Agreement (the
"Agreement") dated as of June 2, 1994, as amended. Fidelity has filed a Form OC,
as amended, with the Office of Thrift Supervision (OTS Docket No. 5770),
pursuant to which Fidelity proposes to sell shares of its Class A Common Stock
and Class C Common Stock. Terms defined in the Form OC shall have their same
respective meanings when used herein.

     Effective as of the Closing, the Agreement shall be amended as follows:

     (1)  References in Section 1 to "Citadel Holding Corporation" and any
          "affiliate or subsidiary" of Citadel are deleted.

     (2)  Section 4(d) is deleted.

     (3)  Section 13(i) is deleted.

     All of the other terms and provisions of the Agreement shall remain in full
force and effect.

     In Witness Whereof, Fidelity and Executive have executed and delivered this
Amendment No. 2 to the Agreement as of August 4, 1994.

                                        /s/  RICHARD M. GREENWOOD
                                       ---------------------------
                                           Richard M. Greenwood

Fidelity Federal Bank,
A Federal Savings Bank

By /s/ GODFREY B. EVANS
   ---------------------
   Godfrey B. Evans
   Executive Vice President
   and Secretary

                                                                   EXHIBIT 10.31

                         AMENDED AND RESTATED TERM NOTE
                         ------------------------------

$240,000.00                                              Los Angeles, California
                                                         October 29, 1992

          FOR VALUE RECEIVED, the undersigned, RICHARD M. GREENWOOD, hereby
promises to pay to the order of CITADEL HOLDING CORPORATION, in lawful money of
the United States of America and in immediately available funds, the principal
amount of TWO HUNDRED FORTY THOUSAND DOLLARS ($240,000.00)

          AT:    600 North Brand Boulevard
                 Glendale, California 91203,

as set forth below.  Principal of this Amended and Restated Term Note shall be
payable in full on August 4, 1996 (or such earlier date as the undersigned
ceases to be employed by Fidelity Federal Bank, A Federal Savings Bank, or any
successor thereto, the "Maturity Date").  This Amended and Restated Term Note
                        -------------                                        
shall not bear interest until February 4, 1995 and shall bear interest
thereafter on the unpaid principal balance thereof until payment in full at the
rate of 9% per annum.  Interest shall be payable in arrears on the first day of
each month, commencing March 1, 1995.  Interest shall be computed for the exact
number of days elapsed (including the first, excluding the last) on the basis of
a year of 365 or 366 days, as applicable.

          The undersigned may prepay this Amended and Restated Term Note at any
time, in whole or in part, and without penalty.

          The undersigned agrees to pay to the holder hereof any and all costs
and expenses, including attorneys' fees and expenses, that the holder hereof may
incur in connection with the collection of all sums payable hereunder or the
exercise or enforcement of any its rights, powers or remedies under this Amended
and Restated Term Note or applicable law.  Any such amounts shall be payable on
demand, with interest at the rate set forth above.

          The validity of this Amended and Restated Term Note and the rights of
the parties thereto shall be determined under, and this Amended and Restated
Term Note shall be governed by, and construed in accordance with, the laws of
the State of California.

          The undersigned expressly waives any presentment, demand, protest,
notice of dishonor or any other notice of any kind in connection with this
Amended and Restated Term Note now or hereafter required by applicable law.

          IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Term Note on August 4, 1994, effective as of the date set forth above.

                                                 /s/ Richard M. Greenwood
                                             _________________________________
                                                     Richard M. Greenwood

                                       2

                                                                   EXHIBIT 10.32

                                                                  August 4, 1994

Citadel Holding Corporation
600 North Brand Boulevard
Glendale, California  91203

Gentlemen:

          This will refer to the Form OC, filed on June 16, 1994, with the
Office of Thrift Supervision (OTS Docket No. 5770), as amended.  Terms defined
in the Form OC shall have their same respective meanings when used herein.

          Effective as of the Closing:

          (1)  The undersigned hereby resigns as a Director and as the President
     and Chief Executive Officer of Citadel.

          (2)  The letter agreement of guaranty and employment between us, dated
     June 2, 1992, as amended, is hereby terminated.

          (3)  The term note dated October 29, 1992, (the "Original Note") in
     the principal amount of $240,000 made by the undersigned in your favor, as
     amended by an amendment dated March 24, 1993, is amended and restated as
     set forth in Exhibit A hereto and made a part hereof (the "Amended Note").

          (4)  The undersigned will deliver to Citadel the Amended Note and
     Citadel will return to the undersigned the Original Note.

          Please confirm your acceptance (as to (1) above) and agreement (as to
(2), (3) and (4) above) by signing the

Citadel Holding Corporation
Page 2 of 2
 
enclosed copy of this letter and returning it to the undersigned.

                                         Very truly yours,

                                         /s/ Richard M. Greenwood

                                         Richard M. Greenwood

Accepted and agreed.

Citadel Holding Corporation

By /s/ Godfrey B. Evans
   _________________________

Approved by the Board of
Directors of Citadel Holding
Corporation on 7/27, 1994.
               ____

                                       2

                                                                   EXHIBIT 10.33

                                                                Charter No. 4821

                              AMENDED AND RESTATED

                                   CHARTER S

                 FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK
                 ---------------------------------------------

     SECTION 1.  Corporate Title.  The full corporate title of the savings bank
is "Fidelity Federal Bank, A Federal Savings Bank".

     SECTION 2.  Office.  The home office of the savings bank shall be located
in Glendale in the County of Los Angeles, State of California.

     SECTION 3.  Powers.  The savings bank is a capital stock savings bank
chartered under Section 5 of the Home Owners' Loan Act and has and may exercise
all the express, implied and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may hereafter be
amended, and subject to all lawful and applicable rules, regulations, and orders
of the Office of Thrift Supervision or any successor agency (the "OTS").  In
addition, the savings bank may make any investment and engage in any activity as
may be specifically authorized by action of the OTS, including authorization by
delegating authority, in connection with action approving the issuance of the
charter.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 2
- - ------------------------------
 
     SECTION 4.  Duration.  The duration of the savings bank is perpetual.

     SECTION 5.  Capital Stock.  The total number of shares of all classes of
the capital stock which the savings bank has authority to issue is one hundred
million (100,000,000), of which (a) seventy-three million (73,000,000) shall be
Class A Common Stock, par value $.01 per share, ("Class A Common Stock"), (b)
fourteen million (14,000,000) shall be Class B Common Stock, par value $.01 per
share ("Class B Common Stock"), (c) three million (3,000,000) shall be Class C
Common Stock, par value $.01 per share ("Class C Common Stock" and, together
with the Class A Common Stock and Class B Common Stock, "Common Stock") and (d)
ten million (10,000,000) shall be serial preferred stock.  The shares may be
issued by the savings bank from time to time as approved by its board of
directors without the approval of its stockholders except as otherwise provided
in this Section 5.  The consideration for the issuance of the shares shall be
paid in full before their issuance and shall not be less than the stated value
per share.  Neither promissory notes nor future services shall constitute
payment or partial payment for the issuance of shares of the savings

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 3
- - ------------------------------
 
bank.  The consideration for the shares shall be cash, tangible or intangible
property, labor or services actually performed for the savings bank or any
combination of the foregoing.  In the absence of actual fraud in the
transaction, the value of such property, labor or services, as determined by the
board of directors of the savings bank, shall be conclusive.  Upon payment of
such consideration such shares shall be deemed to be fully paid and
nonassessable.  In the case of a stock dividend, that part of the surplus of the
savings bank which is transferred to stated capital upon the issuance of shares
as a share dividend shall be deemed to be the consideration for their issuance.

     Effective upon filing of this Amended and Restated Charter S of the savings
bank, the share of common stock, par value $0.01 per share ("Existing Common
Stock"), issued and outstanding immediately prior to the filing hereof shall,
without any action on the part of the holder thereof, be reclassified as, and
changed into, 4,120,000 shares of Class B Common Stock (the "Temporary Shares").
On the Adjustment Date, each Temporary Share shall, without any action on the
part of the holder thereof, be reclassified

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 4
- - ------------------------------
 
as, and changed into the quotient of (i) (A) if the Adjusted Stockholders'
Equity of the savings bank is equal to $86,000,000 and only the Base Shares are
issued in the Offering, 4,120,000 shares of Class B Common Stock, or (B) if the
Adjusted Stockholders' Equity of the savings bank is less than $86,000,000 or if
more than the Base Shares are issued in the Offering, the Adjusted Class B
Number of Shares, in either case divided by (ii) 4,120,000.  In addition, upon
                                 ------- --                                   
such reclassification, if the Adjusted Stockholders' Equity of the savings bank
exceeds $86,000,000, each Temporary Share shall also be converted into the right
to receive from the savings bank an amount in cash equal to the amount of such
excess (the "Excess Amount") divided by 4,120,000.  On and after the Adjustment
                             ------- --                                        
Date, each certificate representing Temporary Shares (each, a "Temporary
Certificate") shall evidence the number of shares of Class B Common Stock and
the right to receive the Excess Amount, if any, into which such Temporary Shares
are reclassified.  As promptly as practicable after presentation to the savings
bank at its principal office of a Temporary Certificate, duly endorsed to the
savings bank or in blank or accompanied by stock powers duly executed to the
savings

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 5
- - ------------------------------
 
bank or in blank, representing Temporary Shares, the savings bank shall deliver
to or upon the written order of the holder thereof certificates evidencing the
number of shares of Common Stock and the Excess Amount, if any, into which such
Temporary Shares are reclassified.  Notwithstanding the foregoing, no Temporary
Shares shall be reclassified as fractional shares of Class B Common Stock
pursuant hereto.  In lieu of the reclassification of any Temporary Shares as a
fractional share of Class B Common Stock such Temporary Shares shall be
reclassified as (in lieu of any fractional share of Class B Common Stock into
which such Temporary Shares would otherwise be reclassified, calculated as to
each holder based on the aggregate number of shares held by such holder) an
amount in cash equal to such fraction multiplied by $5.25.  All share
calculations pursuant to this paragraph shall be calculated to the fourth
decimal place and rounded to the nearest ten-thousandth of a share with five one
hundred-thousandths of a share being rounded upward to the next ten-thousandth
of a share, and all dollar amounts shall be rounded to the nearest cent, with
one half of one cent being rounded upward to the nearest cent.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 6
- - ------------------------------
 
     "Adjusted Stockholders' Equity" shall have the meaning assigned to such
term in the Form OC (as defined below).  "Adjustment Date" shall mean the date
on which the savings bank delivers the Bank Certificate to Citadel Holding
Corporation.  "Bank Certificate" shall mean a certificate of the savings bank,
executed on behalf of the savings bank by the Chief Executive Officer and Chief
Financial Officer of the savings bank, and setting forth in reasonable detail
the Adjusted Stockholders' Equity of the savings bank.  "Adjusted Class B Number
of Shares" shall mean a number of shares of Class B Common Stock determined such
that the quotient of (i) the sum of Adjusted Stockholders' Equity per share of
Common Stock (as set forth in the Bank Certificate) at June 30, 1994 plus the
                                                                     ----    
net proceeds of the offering and sale by the savings bank of shares of Class A
Common Stock and Class C Common Stock (the "Offering") pursuant to the Form OC
(OTS Docket No. 5770) (in the form in which such Form OC is declared effective
by the OTS, the "Form OC") filed with the OTS (net of expenses) divided by (ii)
                                                                ------- --     
the number of outstanding shares of Common Stock after the Offering (giving
effect to any reduction in the outstanding shares of Class B Common Stock upon
the reclassification of

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 7
- - ------------------------------
 
the Temporary Shares pursuant to this Section 5) is equal to the amount it would
have if Adjusted Stockholders' Equity had equaled $86,000,000, only the Base
Shares had been issued in the Offering and 4,120,000 shares of Class B Common
Stock were outstanding.  "Base Shares" shall mean 20,952,381 shares of Class A
Common Stock and Class C Common Stock offered in the Offering.

     Effective at 12:01 A.M. on (i) the day immediately following the Adjustment
Date, if no Excess Amount is required to be paid or (ii) if an Excess Amount is
required to be paid hereunder, the day on which the Excess Amount is paid in
full, this paragraph, the two immediately preceding paragraphs of this Section 5
and the last proviso to Section 5(A)(2)(a)(i) shall be deemed to have no further
effect and to be deleted from this Amended and Restated Charter S.
Notwithstanding such deletion, the reclassification effected pursuant to such
paragraphs (including the payment of any Excess Amount) shall remain in effect
after such deletion, and the number of outstanding shares of Class B Common
Stock shall remain unaffected by such deletion.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 8
- - ------------------------------
 
     Subject to the rights of any preferred stock outstanding from time to time
and except as otherwise expressly provided in Section 5(A) hereof, nothing
contained in this Section 5 (or in any supplementary sections hereto) shall
entitle the holders of any class or series of capital stock to vote as a
separate class or series or to more than one vote per share; provided, however,
that this restriction on voting separately by class or series shall not apply to
any amendment which would adversely change the specific terms of any class or
series of capital stock as set forth in this Section 5 (or in any supplementary
sections hereto).  An amendment which increases the number of authorized shares
of any class or series of capital stock, or substitutes the surviving savings
bank or the entity in a merger or consolidation for the savings bank, shall not
be considered to be such an adverse change.

     No shares of capital stock (including shares issuable upon conversion,
exchange or exercise of other securities) shall be issued, directly or
indirectly, to officers, directors or controlling persons of the savings bank
other than as part of a general public offering, unless their issuance or the
plan under which they would be issued has

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 9
- - ------------------------------
 
been approved by a majority of the total number of outstanding shares of Class A
Common Stock.

     A description of the different classes and series of the savings bank's
capital stock and a statement of the designations, and the relative rights,
preferences and limitations of the shares of each class of and series of capital
stock are as follows:

(A) Common Stock. Except as provided in this Section 5 (or in any supplementary
    ------------
sections hereto) the holders of the Common Stock shall exclusively possess all
voting power.

     (1)  Class A Common Stock.  The shares of Class A Common Stock, shares of
Class B Common Stock and shares of Class C Common Stock shall be identical in
all respects and shall have equal rights and privileges except as set forth in
this Section 5.

          (a)  Dividends and Distributions.

               (i)  Subject to all of the rights of any preferred stock
          outstanding from time to time and Sections 5(A)(1)(a)(ii) and (iii)
          below, such dividends and distributions as may be determined by the
          Board of Directors of the savings bank from time to time may be
          declared and paid or made upon

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 10
- - ------------------------------
 
          the Class A Common Stock out of any source at the time lawfully
          available for the payment of dividends provided that identical
          dividends or distributions are declared and paid or made concurrently
          upon the Class B Common Stock and Class C Common Stock.

              (ii)  No dividend may be declared and paid or made in Class A
          Common Stock unless the dividend is payable only to holders of Class A
          Common Stock and both (1) a dividend payable in Class B Common Stock
          is declared and paid or made concurrently in respect of outstanding
          shares of Class B Common Stock in the same number of shares of Class B
          Common Stock per outstanding share and (2) a dividend payable in Class
          C Common Stock is declared and paid or made concurrently in respect of
          outstanding shares of Class C Common Stock in the same number of
          shares of Class C Common Stock per outstanding share.

             (iii)  No distribution of rights to acquire shares of Class A
          Common Stock may be made unless such distribution is made only in
          respect of

                                       10

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 11
- - ------------------------------
 
          Class A Common Stock and a distribution of rights to acquire shares of
          Class B Common Stock and Class C Common Stock is made concurrently in
          respect of outstanding shares of Class B Common Stock and Class C
          Common Stock, respectively, with such rights evidencing the right to
          acquire the same number of shares of each class per outstanding share
          and including identical terms as the rights distributed to holders of
          Class A Common Stock.

          (b) Stock Combinations and Subdivisions. Subject to the rights of any
preferred stock outstanding from time to time and the provisions of Sections
5(A)(2)(b) and 5(A)(3)(b) hereof, the Class A Common Stock may be combined or
subdivided in such manner as may be permitted by applicable law; provided,
                                                                 ---------
however, that the Class A Common Stock shall not be combined or subdivided
- - --------
unless concurrently therewith there is a proportionate combination or
subdivision of both the Class B Common Stock and the Class C Common Stock.

          (c) Voting. Subject to the rights of any preferred stock outstanding
from time to time and the

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 12
- - ------------------------------
 
provisions of Sections 5(A)(2)(c) and 5(A)(3)(c) hereof, the Class A Common
Stock shall have exclusive voting power and shall have one vote per share.
Without limiting the generality of the foregoing:

               (i)  With respect to the election of directors of the savings
          bank, the holders of Class A Common Stock shall (subject to voting
          rights that may be granted to holders of preferred stock outstanding
          from time to time) be entitled to elect all directors.

              (ii)  The holders of the Class A Common Stock shall (subject to
          voting rights that may be granted to holders of preferred stock
          outstanding from time to time) be entitled to vote on the removal,
          with or without cause, of any director.

             (iii)  Any vacancy in the office of a director shall (subject to
          voting rights that may be granted to holders of preferred stock
          outstanding from time to time) be filled by a vote of the holders of
          Class A Common Stock or, in the absence of a stockholder vote, by the
          remaining directors.

     (2)  Class B Common Stock.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 13
- - ------------------------------
 
          (a)  Dividends and Distributions.

               (i)  Subject to the rights of any preferred stock outstanding
          from time to time and the provisions of Sections 5(A)(2)(a)(ii) and
          (iii) below, such dividends and distributions as may be determined by
          the Board of Directors of the savings bank from time to time may be
          declared and paid or made upon the Class B Common Stock out of any
          source at the time lawfully available for the payment of dividends
          provided that identical dividends or distributions are declared and
          paid or made concurrently upon the Class A Common Stock and the Class
          C Common Stock; provided, however, that no such concurrent dividend
                          --------  -------                                  
          shall be required in the event of the payment of the Excess Amount to
          the holders of the Class B Common Stock pursuant to the second
          paragraph of Section 5 hereof.

              (ii)  No dividend may be declared and paid or made in Class B
          Common Stock unless the dividend is payable only in respect of Class B
          Common Stock and both (1) a dividend payable in Class A Common

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 14
- - ------------------------------
 
          Stock is declared and paid or made concurrently in respect of
          outstanding shares of Class A Common Stock in the same number of
          shares of Class A Common Stock per outstanding share and (2) a
          dividend payable in Class C Common Stock is declared and paid or made
          concurrently in respect of outstanding shares of Class C Common Stock
          in the same number of shares of Class C Common Stock per outstanding
          share.

             (iii)  No distribution of rights to acquire shares of Class B
          Common Stock may be made unless such distribution is made only in
          respect of Class B Common Stock and a distribution of rights to
          acquire shares of Class A Common Stock and Class C Common Stock is
          made concurrently in respect of outstanding shares of Class A Common
          Stock and Class C Common Stock, respectively, with such rights
          evidencing the right to acquire the same number of shares of each
          class per outstanding share and including identical terms as the
          rights distributed to holders of Class B Common Stock.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 15
- - ------------------------------
 
          (b)  Stock Combinations and Subdivisions.  Subject to the rights of
     any preferred stock outstanding from time to time and the provisions of
     Sections 5(A)(1)(b) and 5(A)(3)(b) hereof, the Class B Common Stock may be
     combined or subdivided in such manner as may be permitted by applicable
     law; provided, however, that if the Class B Common Stock is combined or
          --------  -------                                                 
     subdivided, a proportionate combination or subdivision of both the Class A
     Common Stock and the Class C Common Stock shall be made concurrently
     therewith.

          (c)  Voting.  Except as otherwise expressly provided in this paragraph
     (c) or as otherwise required by law, the holders of Class B Common Stock
     shall have no right to vote on any matters to be voted on by the
     stockholders of the savings bank (including, without limitation, any
     election or removal of the directors of the savings bank).  Notwithstanding
     the foregoing, the holders of Class B Common Stock shall have the following
     voting rights and one vote per share:

               (i)  No amendment, modification or waiver of any provision of
          this Amended and Restated Charter S, in any such case which would
          adversely

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 16
- - ------------------------------
 
          affect the rights of the Class B Common Stock (including, without
          limitation, any increase or decrease in the percentage of shares of
          outstanding Class B Common Stock required to approve any such
          amendment, modification or waiver) will be effective without the prior
          affirmative vote of the holders of a majority of shares of Class B
          Common Stock at the time outstanding voting as a separate class.

              (ii)  The holders of the Class B Common Stock shall be entitled to
          vote, (A) together with the holders of the Class A Common Stock, all
          such holders of Class A Common Stock and Class B Common Stock voting
          together as a single class, on any consolidation or merger of the
          savings bank with or into another Person, any merger of another Person
          into the savings bank or any sale or conveyance of all or
          substantially all of the assets of the savings bank to any Person, in
          each case if, and only if, the holders of the Class A Common Stock are
          entitled to vote on such matter and (B) together with the holders of
          Class A

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          Common Stock and Class C Common Stock, all such holders of Class A
          Common Stock, Class B Common stock and Class C Common Stock voting
          together as a single class, on any dissolution of the savings bank.

             (iii)  Notwithstanding anything herein to the contrary, until
          shares of Class A Common Stock are issued and become outstanding, the
          holders of Class B Common Stock shall have all voting power (subject
          to voting rights that may be granted to holders of preferred stock
          outstanding from time to time), which voting power shall be exclusive.

          (d)  Automatic Conversion.

               (i)  Upon the Transfer (other than by way of a dividend or
          distribution by CHC to its stockholders generally) by a holder of one
          or more shares of Class B Common Stock (the "Transferred Shares") and
          delivery by the transferor to the savings bank of a certificate in
          form and substance reasonably satisfactory to the savings bank to the
          effect that, to the best of the transferor's knowledge, immediately
          after such

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          Transfer, none of the Transferred Shares will be CHC Shares, or, if
          any of the Transferred Shares will be CHC Shares, specifying such
          shares, then the Transferred Shares, other than any CHC Shares, shall
          immediately and automatically be converted into an equal number of
          shares of Class A Common Stock.  As promptly as practicable after
          presentation to the savings bank at its principal office of the
          certificate or certificates, duly endorsed to the savings bank or in
          blank or accompanied by stock powers duly executed to the savings bank
          or in blank, representing the Transferred Shares, together with the
          certificate of the transferor thereof referred to above, the savings
          bank shall issue and deliver, to or upon the written order of the
          transferee, certificates representing the shares, if any, of Class A
          Common Stock into which such Transferred Shares are converted.  In
          case any certificate for shares of Class B Common Stock shall be
          surrendered for Transfer of only a part of the shares represented
          thereby or in case any of the Transferred Shares

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          shall be CHC Shares, the savings bank shall deliver, as promptly as
          practicable after such surrender, to or upon the written order of the
          transferor, a certificate or certificates for the number of shares of
          Class B Common Stock represented by such surrendered certificate that
          have not been converted into shares of Class A Common Stock.

              (ii)  Upon the Transfer by way of a dividend or distribution by
          CHC to its stockholders generally of one or more shares of Class B
          Common Stock (the "Distributed Shares"), all Distributed Shares
          constituting Eligible Distributed Shares shall immediately and
          automatically be converted into an equal number of shares of Class A
          Common Stock.  As promptly as practicable after presentation to the
          savings bank at its principal office of the certificate or
          certificates, duly endorsed to the savings bank or in blank or
          accompanied by stock powers duly executed to the savings bank or in
          blank, representing the Distributed Shares, the savings bank shall
          issue

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          and deliver, to or upon the written order of the transferee,
          certificates representing the shares, if any, of Class A Common Stock
          into which such Transferred Shares are converted.  In case any
          certificate for shares of Class B Common Stock shall be surrendered
          for Transfer by way of such dividend or distribution of only a part of
          the shares represented thereby or in case any of the Distributed
          Shares shall not be Eligible Distributed Shares, the savings bank
          shall deliver, as promptly as practicable after such surrender, to or
          upon the written order of the transferor (in the case of a Transfer of
          only part of such shares) or transferee (in the case of a Transfer of
          Distributed Shares that are not Eligible Distributed Shares), a
          certificate or certificates for the number of shares of Class B Common
          Stock represented by such surrendered certificate that have not been
          converted into shares of Class A Common Stock.

              (iii)  If, at any time, the number of issued and outstanding
          shares of Class B Common Stock

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          shall be less than 10% of the aggregate number of issued and
          outstanding shares of Common Stock, all such outstanding shares of
          Class B Common Stock shall, without any further action by the holder
          thereof, immediately and automatically be converted into an equal
          number of shares of Class A Common Stock.  Upon any such automatic
          conversion, as promptly as practicable after presentation to the
          savings bank at its principal office of the certificate or
          certificates, duly endorsed to the savings bank or in blank or
          accompanied by stock powers duly executed to the savings bank or in
          blank, representing any shares of Class B Common Stock, the savings
          bank shall issue and deliver to or upon the written order of the
          registered holder of such shares of Class B Common Stock, certificates
          representing the shares of Class A Common Stock into which such shares
          of Class B Common Stock are converted.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
     (3)  Class C Common Stock.

          (a)  Dividends and Distributions.

               (i)  Subject to the rights of any preferred stock outstanding
          from time to time and the provisions of Sections 5(A)(3)(a)(ii) and
          (iii) below, such dividends and distributions as may be determined by
          the Board of Directors of the savings bank from time to time may be
          declared and paid or made upon the Class C Common Stock out of any
          source at the time lawfully available for the payment of dividends
          provided that identical dividends or distributions are declared and
          paid or made concurrently upon the Class A Common Stock and the Class
          B Common Stock.

               (ii)  No dividend may be declared and paid or made in Class C
          Common Stock unless the dividend is payable only in respect of Class C
          Common Stock and both (1) a dividend payable in Class A Common Stock
          is declared and paid or made concurrently in respect of outstanding
          shares of Class A Common Stock in the same number of shares of Class A
          Common Stock per outstanding share and (2) a

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 23
- - ------------------------------
 
          dividend payable in Class B Common Stock is declared and paid or made
          concurrently in respect of outstanding shares of Class B Common Stock
          in the same number of shares of Class B Common Stock per outstanding
          share.

             (iii)  No distribution of rights to acquire shares of Class C
          Common Stock may be made unless such distribution is made only in
          respect of Class C Common Stock and a distribution of rights to
          acquire shares of Class A Common Stock and Class B Common Stock is
          made concurrently in respect of outstanding shares of Class A Common
          Stock and Class B Common Stock, respectively, with such rights
          evidencing the right to acquire the same number of shares of each
          class per outstanding share and including identical terms as the
          rights distributed to holders of Class C Common Stock.

          (b)  Stock Combinations and Subdivisions.  Subject to the rights of
     any preferred stock outstanding from time to time and the provisions of
     Sections 5(A)(1)(b) and 5(A)(2)(b) hereof, the Class C Common Stock may be

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 24
- - ------------------------------
 
     combined or subdivided in such manner as may be permitted by applicable
     law; provided, however, that if the Class C Common Stock is combined or
          --------  -------                                                 
     subdivided, a proportionate combination or subdivision of both the Class A
     Common Stock and Class B Common Stock shall be made concurrently therewith.

          (c)  Voting.  Except as otherwise expressly provided in this paragraph
     (c) or as otherwise required by law, the holders of Class C Common Stock
     shall have no right to vote on any matters to be voted on by the
     stockholders of the savings bank (including, without limitation, any
     election or removal of the directors of the savings bank).  Notwithstanding
     the foregoing, (i) no amendment, modification or waiver of any provision of
     this Amended and Restated Charter S, in any such case which would adversely
     affect the rights of the Class C Common Stock (including, without
     limitation, any increase or decrease in the percentage of shares of
     outstanding Class C Common Stock required to approve any such amendment,
     modification or waiver) will be effective without the prior affirmative
     vote of the holders of a majority of shares of Class C Common

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 25
- - ------------------------------
 
     Stock at the time outstanding voting as a separate class with each
     outstanding share of Class C Common Stock having one vote per share and
     (ii) the holders of shares of Class C Common Stock shall be entitled to
     vote, together with the holders of Class A Common Stock and Class B Common
     Stock, all such holders of Class A Common Stock, Class B Common Stock and
     Class C Common Stock voting together as a single class, on any dissolution
     of the savings bank.

          (d)  Conversion Upon Certain Transfers.

               (i)  In connection with any Transfer of shares of Class C Common
          Stock:
                    a.  in a public offering registered with the OTS pursuant to
               12 C.F.R. Part 563g (or any successor provision);

                    b.  in a Transfer (otherwise than to the savings bank, the
               Parent or a Controlled Subsidiary) in which the transferor shall
               make reasonable efforts to prevent the sale to any single person
               or group of persons acting in concert of a number of shares of
               Class C Common Stock which, if converted into

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
               Class A Common Stock, would represent more than two percent (2%)
               of the sum of (1) the outstanding shares of Class A Common Stock
               and (2) if, and only if, an interpretation is obtained from the
               Board of Governors of the Federal Reserve System or the staff
               thereof to the effect that the Class B Common Stock is considered
               for Regulation Y purposes the same class as the Class A Common
               Stock, the outstanding shares of Class B Common Stock; or

                    c.  after any required federal regulatory approvals have
               been obtained, in a single transaction to a third party who
               acquires or has acquired at least a majority of the Class A
               Common Stock (including shares of Class A Common Stock issuable
               on conversion of Class B Common Stock and Class C Common Stock)
               without regard to the Transfer of such Class C Common Stock,

          the purchaser or transferee of such Class C Common Stock may exchange
          such Class C Common Stock for

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          Class A Common Stock by presenting to the savings bank the
          certificates, duly endorsed to the savings bank or in blank or
          accompanied by stock powers duly executed to the savings bank or in
          blank, representing the shares of Class C Common Stock, together with
          a certificate in form and substance reasonably acceptable to the
          savings bank evidencing compliance with Section 5(A)(3)(d)(i).  Upon
          presentment of such evidence as aforesaid, the savings bank shall
          deliver as promptly as practicable to such purchaser or transferee
          certificates representing such number of shares of Class A Common
          Stock as is equal to the number of shares of Class C Common Stock so
          presented.  In case any certificate for shares of Class C Common Stock
          shall be surrendered for Transfer of only a part of the shares
          represented thereby, the savings bank shall deliver, as promptly as
          practicable after such surrender, to or upon the written order of the
          transferor, a certificate or certificates for the number of shares of
          Class C Common Stock represented by such

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
          surrendered certificate that have not been converted into shares of
          Class A Common Stock.  Notwithstanding the foregoing, in the event of
          a Regulatory Change, the effect of which is to permit a holder of
          Class C Common Stock which is a Regulated Stockholder to Transfer such
          shares in a transaction that would permit the transferee to convert
          the Class C Common Stock into Class A Common Stock, then this Section
          5(A)(3)(d)(i) shall be deemed modified to permit such conversion upon
          such Transfer.

               (ii)  Shares of Class C Common Stock which are not Transferred in
          a Transfer satisfying the requirements of Section 5(A)(3)(d)(i) shall
          not be convertible into Class A Common Stock by the purchaser or
          transferee in such Transfer but such shares of Class C Common Stock
          shall be convertible upon any subsequent Transfer that does satisfy
          the requirements of such Section.

     (4)  Reservation of Shares.  The savings bank shall at all times reserve
and keep available out of the authorized and unissued shares of Class A Common
Stock, solely for the

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
purpose of effecting the conversion of the outstanding shares of Class B Common
Stock and Class C Common Stock, such number of shares of Class A Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding Class B Common Stock and Class C Common Stock.  If, notwithstanding
the foregoing, at any time, the number of authorized and unissued shares of
Class A Common Stock shall not be sufficient to effect conversion of the then
outstanding shares of Class B Common Stock and Class C Common Stock, the savings
bank shall take such corporate action as may be necessary to increase the number
of authorized and unissued shares of Class A Common Stock to such number as
shall be sufficient for such purposes.

     (5)  Redemptions, etc.  The savings bank will not directly or indirectly
redeem, purchase, acquire or take any other action affecting outstanding shares
of capital stock of the savings bank if such action will increase the percentage
of outstanding voting securities owned or controlled by any Regulated
Stockholder and its Affiliates (other than a stockholder which waives in writing
its rights under this Section 5(A)(5)), unless the savings bank gives written
notice (the "Deferral Notice") of such action to

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
each Regulated Stockholder.  The savings bank will defer making any such
redemption, purchase or other acquisition, or taking any other action, for a
period of 20 days (the "Deferral Period") after giving the Deferral Notice in
order to allow each Regulated Stockholder to determine whether it wishes to take
any action with respect to the Common Stock it owns, controls or has the power
to vote.  The savings bank will not directly or indirectly redeem, purchase,
acquire or take any other action affecting outstanding shares of Common Stock of
the savings bank if such action will increase over 24.9% the percentage of
outstanding Common Stock owned or controlled by any Regulated Stockholder and
its Affiliates (other than a stockholder which waives in writing its rights
under this Section 5(A)(5)).  The provisions of this paragraph (5) shall not
apply if, and only so long as, the Class A Common Stock is listed on a national
securities exchange or admitted for quotation on the Nasdaq National Market or
any successor thereto.

     (6)  Reorganizations, Reclassifications, Mergers, Etc.  In the event there
shall be a capital reorganization, reclassification of the stock of the savings
bank,

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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consolidation or merger of the savings bank with or into another Person or sale
or conveyance of all or substantially all of the assets of the savings bank to
any Person, the amount of any cash, securities or other assets, or any
combination thereof, issuable or distributable in respect of each share of
Common Stock of each class shall be identical.

     (7)  Certain Definitions.  For purposes of this Section 5 the following
defined terms shall have the meanings specified.

     "Affiliate" shall mean, with respect to any Person, any other Person that,
      ---------                                                                
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person.

     "Beneficially Owned", when used in connection with any Person with respect
      ------------------                                                       
to any shares of Common Stock, shall mean shares of which such Person, together
with the Affiliates of such Person, would be deemed to be a beneficial owner
within the meaning of Rule 13d-3 or 13d-5 under the Exchange Act; and the term
"Beneficial Ownership" shall have a meaning correlative to the foregoing.

     "CHC" shall mean Citadel Holding Corporation.
      ---                                         

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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     "CHC Shares"  shall mean, with respect to any shares of Class B Common
      ----------                                                           
Stock Transferred, any of such shares that, immediately after such Transfer,
will be Beneficially Owned by CHC or any successor thereto or any Affiliate of
CHC or such successor or Group of which CHC or any such Affiliate or successor
is a member.

     "Controlled Subsidiary" means any direct or indirect subsidiary of the
      ---------------------                                                
Parent.

     "Eligible Distributed Shares" shall mean, with respect to any shares of
      ---------------------------                                           
Class B Common Stock, Beneficial Ownership of which is Transferred by CHC to a
stockholder of CHC by a dividend or distribution made to stockholders of CHC
generally, all or any portion of such shares as to which the Beneficial Owner
(or if there shall be more than one, all Beneficial Owners) immediately after
such distribution of such shares delivers to the savings bank a certificate in
form and substance reasonably satisfactory to the savings bank to the effect
that the shares of Class B Common Stock so distributed, or portion thereof, when
added to all other shares of Class B Common Stock Beneficially Owned immediately
prior to such distribution by such Beneficial Owner or Beneficial Owners and any
shares of Class B Common

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 33
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Stock Beneficially Owned immediately prior to such distribution by all other
members of any Group of which such Beneficial Owner is, or Beneficial Owners
are, members, do not exceed five percent of all outstanding shares of Common
Stock.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
      ------------                                                             

     "Group" shall mean any group of Persons formed for the purpose of
      -----                                                           
acquiring, holding, voting or disposing of securities which would be required
under Section 13(d) of the Exchange Act and the rules and regulations thereunder
(as now in effect and based on present legal interpretations thereof) to file a
statement on Schedule 13D as a "person" within the meaning of Section 13(d)(3)
of the Exchange Act if such group beneficially owned securities of a class
representing more than 5% of all securities of such class then outstanding.

     "Parent" means the ultimate Parent of a holder of Class C Common Stock.
      ------                                                                

     "Person" shall mean an individual, corporation, partnership, trust,
      ------                                                            
unincorporated organization, government

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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- - ------------------------------
 
or any agency or political subdivision thereof or any other entity that may be
treated as a person under applicable law.

     "Regulated Stockholder" shall mean any stockholder that is subject to the
      ---------------------                                                   
provisions of Regulation Y as a bank holding company or a subsidiary thereof or
to 12 C.F.R. Part 574 as a savings and loan holding company or a subsidiary
thereof and that holds shares of Common Stock of the savings bank, or shares
issued upon the conversion(s) of such shares.

     "Regulatory Change" means, with respect to any Regulated Stockholder, (i)
      -----------------                                                       
any change on or after the date this Amended and Restated Charter S is declared
effective by the OTS under United States federal laws or regulations (including
the Bank Holding Company Act and Regulation Y thereunder); (ii) the adoption on
or after such date of any interpretation or ruling applying to a class of
Persons including such Regulated Stockholder under any United States federal
laws or regulations by any court or governmental or regulatory authority charged
with the interpretation or administration thereof; or (iii) the modification on
or after such date of any agreement or commitment of any such

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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governmental or regulatory authority that is applicable to or binding upon such
Regulated Stockholder.

     "Regulation Y" shall mean Regulation Y of the Board of Governors of the
      ------------                                                          
Federal Reserve System, 12 C.F.R. Part 225 (or any successor to such
Regulation).

     "Transfer" shall mean to transfer, sell, assign, give, place in trust
      --------                                                            
(voting or otherwise), transfer by operation of law or in any other way dispose
of, directly or indirectly, and whether or not voluntarily, any shares of Class
B Common Stock or Class C Common Stock of the savings bank; provided, however,
that no pledge, lien, security interest or other encumbrance shall be deemed to
be a Transfer unless and until such pledge, lien, security interest or
encumbrance has been foreclosed and any rights of redemption in connection
therewith have expired.

     (8)  Automatic Removal.
     (a) Removal of Class B Common Stock Provisions.  At the earliest time when
no shares of Class B Common Stock shall be outstanding, the following provisions
of Section 5 shall be deemed to have no effect and shall be modified as provided
below or deleted and removed from this Amended and Restated Charter to the
extent that such provisions have not

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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already been modified or removed from this Amended and Restated Charter S;
provided, that such modification, deletion and removal shall not affect the
- - --------                                                                   
conversion of any shares of Class B Common Stock into other securities of the
savings bank or the validity of any such securities:

          (i) First paragraph, from "(b) fourteen million" through "('Class B
     Common Stock')," and "and Class B Common Stock" in clause (c);

         (ii)  Second paragraph;

        (iii)  Third paragraph;

         (iv)  Fourth paragraph;

          (v) Section 5(A)(1), ", shares of Class B Common Stock";

         (vi) Section 5(A)(1)(a)(i), "Class B Common Stock and";

        (vii)  Section 5(A)(1)(a)(ii) from "both (1) a dividend payable" through
     "Class B Common Stock per outstanding share and (2)";

       (viii)  Section 5(A)(1)(a)(iii)(a.) from "both (1) such distribution"
     through "share of each class and (2)";

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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         (ix) Section 5(A)(1)(a)(iii)(b.), both references to "Class B Common
     Stock and" and ", respectively,";

          (x) Section 5(A)(1)(b), "both the Class B Common Stock and" in the
     first sentence;

         (xi) Section 5(A)(1)(c), change "provisions" to "provision" and
     "Sections" to "Section", remove "5(A)(2)(c) and";

        (xii)  Section 5(A)(2) in its entirety;

       (xiii)  Section 5(A)(3)(a)(i), "and the Class B Common Stock";

        (xiv)  Section 5(A)(3)(a)(ii), "both (1)" and from "and (2) a dividend
     payable" through "Class B Common Stock per outstanding share";

         (xv) Section 5(A)(3)(a)(iii), both references to "and Class B Common
     Stock" and ", respectively,";

        (xvi)  Section 5(A)(3)(b), "both", "and the Class B Common Stock", "and
     Section 5(A)(2)(b)" and the last letter of "Sections";

       (xvii)  Section 5(A)(3)(d)(i)(b.), "sum of (1) the" and from "and, if and
     only if, the Class B Common Stock" through "Class A Common Stock, Class B
     Common Stock";

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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      (xviii)  Section 5(A)(3)(d)(i)(c.), "Class B Common Stock and";

        (xix)  Section 5(A)(4), all references to "Class B Common Stock and";
     and

         (xx)  Section 5(A)(7), definitions of "Beneficially Owned", "CHC
     Shares", "Exchange Act", "Excluded Shares" and "Group" and "Class B Common
     Stock or" in the definition of "Transfer".

        (xxi)  Upon the consecutive renumbering of each remaining Section,
     subsection and paragraph of this Amended and Restated Charter S and after
     giving effect to each of the provisions of paragraphs (i) through (xix) of
     this Section 5(A)(8)(a), this Section 5(A)(8)(a).

     (b) Removal of Class C Common Stock Provisions.  At the earliest time when
no shares of Class C Common Stock shall be outstanding, the following provisions
of Section 5 shall be deemed to have no further effect and shall be modified as
provided below or deleted and removed from this Amended and Restated Charter to
the extent that such provisions have not already been modified or removed from
this Amended and Restated Charter S; provided, that such
                                     --------           

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
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modification, deletion and removal shall not affect the conversion of any shares
of Class C Common Stock into other securities of the savings bank or the
validity of any such securities:

          (i) First paragraph, "), (c) three million (3,000,000) shall be Class
     C Common Stock, par value $.01 per share ('Class C Common Stock'" and "and
     Class B Common Stock" in clause (c);

         (ii) Section 5(A)(1), "and shares of Class C Common Stock"; and, if
     necessary, the word "and" shall be added before "shares of Class B Common
     Stock" if such words have not been previously deleted pursuant to Section
     5(A)(8)(a);

        (iii) Section 5(A)(1)(a)(i), "and Class C Common Stock";

         (iv) Section 5(A)(1)(a)(ii), "both (1)" and from "and (2) a dividend
     payable" through "Class C Common Stock per outstanding share";

          (v) Section 5(A)(1)(a)(iii)(a.), "both (1)" and from "and (2) a
     distribution of rights" through "and including identical terms";

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 40
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         (vi) Section 5(A)(1)(a)(iii)(b.), both references to "and Class C
     Common Stock" and ", respectively,";

        (vii)  Section 5(A)(1)(b), "both" and "and the Class C Common Stock" in
     the first sentence;

       (viii)  Section 5(A)(1)(c), change "provisions" to "provision" and
     "Sections" to "Section", remove "and 5(A)(3)(c)";

         (ix) Section 5(A)(2)(a)(i), "and the Class C Common Stock";

          (x) Section 5(A)(2)(a)(ii), "both (1)" and from "and (2) a dividend
     payable" through "Class C Common Stock per outstanding share";

         (xi) Section 5(A)(2)(a)(iii), both references to "and Class C Common
     Stock" and ", respectively,";

        (xii)  Section 5(A)(2)(b), "both" and "and the Class C Common Stock,"
     the last letter of "Sections" and "and 5(A)(3)(b)";

       (xiii)  Section 5(A)(3) in its entirety;

        (xiv)  Section 5(A)(4), all references to "and Class C Common Stock"
     and, if necessary, the word "and" shall be added before "Class B Common
     Stock"; and

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 41
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         (xv)  Section 5(A)(7), definition of "Regulation Y" and "or Class C
     Common Stock" in the definition of "Transfer".

        (xvi)  Upon the consecutive renumbering of each remaining Section,
     subsection and paragraph of this Amended and Restated Charter and after
     giving effect to each of the provisions of paragraphs (i) through (xiv) of
     this Section 5(A)(8)(b), this Section 5(A)(8)(b).

     (c) Removal of Remaining Classification Provisions.  At the earliest time
when no shares of either Class B Common Stock or Class C Common Stock shall be
outstanding, the following provisions of Section 5 shall be deemed to have no
further effect and shall be modified as provided below or deleted and removed
from this Amended and Restated Charter to the extent that such provisions have
not already been modified or removed from this Amended and Restated Charter S;
provided, that such modification, deletion and removal shall not affect the
- - --------                                                                   
conversion of any shares of Class B Common Stock or Class C Common Stock into
other securities of the savings bank or the validity of any such securities:

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 42
- - ------------------------------
 
          (i) First paragraph, from "and, together with" through "'Common
     Stock')";

         (ii) Section 5(A)(1), "except as set forth in this Section 5";

        (iii)  Section 5(A)(1)(a)(i), "and paragraphs (a)(ii) and (iii) below"
     and "provided that identical dividends or distributions are declared and
     paid or made concurrently upon the";

         (iv)  Section 5(A)(1)(a)(ii);

          (v)  Section 5(A)(1)(a)(iii);

         (vi)  Section 5(A)(1)(b), other than the first sentence thereof;

        (vii)  Section 5(A)(1)(c), "and the provisions of Sections 5(A)(2)(c)
     and 5(A)(3)(c) hereof"

       (viii)  Section 5(A)(4);

         (ix)  Section 5(A)(6);

          (x)  Any references to "Class A Common Stock" appearing anywhere in
     this Amended and Restated Charter S shall be changed to read "Common
     Stock"; and

         (xi)  Upon the consecutive renumbering of each remaining Section,
     subsection and paragraph of this Amended and Restated Charter S and after
     giving effect

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 43
- - ------------------------------
 
     to each of the provisions of Sections 5(A)(8)(a), 5(A)(8)(b) and
     5(A)(8)(c)(i)-(x), this Section 5(A)(8).

     (9) Restrictions on Transfer of Common Stock.  The Class A Common Stock and
Class C Common Stock sold pursuant to the Form OC may not be Transferred prior
to the date 30 days after the date on which this Amended and Restated Charter S
becomes effective, and the Class B Common Stock may not be Transferred prior to
the date 45 days after the date on which this Amended and Restated Charter S
becomes effective.  Until the filing (the "10-K Filing Date") by the savings
bank with the OTS of the savings bank's Annual Report on Form 10-K for its next
fiscal year following the fiscal year ended December 31, 1993, such Class A
Common Stock and Class C Common Stock may be Transferred only in blocks of
100,000 shares or more, except as described below.  During the period referred
to in the immediately preceding sentence, the savings bank and transfer agent
for the Common Stock will not register any Transfer of Common Stock except where
the transferee provides written certification reasonably acceptable to the
savings bank that the shares of Common Stock are being Transferred only to the
Beneficial Ownership of an Affiliate of the Transferor or an investment

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 44
- - ------------------------------
 
account under the control of the Transferor or an Affiliate of the Transferor.
Any purported Transfer of Common Stock in violation of this Section 5(A)(9)
shall be void, and the savings bank and the transfer agent for the Common Stock
will not register any Transfer of Common Stock in violation of this Section
5(A)(9).  Effective at 12:01 A.M. on the date immediately following the 10-K
Filing Date, this paragraph 9 shall be deemed to have no further effect and to
be deleted from this Amended and Restated Charter S.

     (B) Serial Preferred Stock. Subject to the approval of the provisions of
any supplementary sections by the OTS, and except as provided in this Section 5,
the board of directors of the savings bank is authorized by resolution or
resolutions from time to time adopted, to provide in supplementary sections
hereto for the issuance of serial preferred stock in series and to fix and state
the voting powers, designation, preferences and relative, participating,
optional or other special rights of the shares of each such series and the
qualifications, limitations and restrictions thereof, including, but not limited
to, determination of any of the following:

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 45
- - ------------------------------
 
          (1)  The distinctive serial designation and the number of shares
     constituting such series;

          (2)  The dividend rates or the amount of dividends to be paid on the
     shares of such series, whether dividends shall be cumulative and, if so,
     from which date or dates, the payment date or dates for dividends, and the
     participating or other special rights, if any, with respect to dividends;

          (3)  The voting powers, full or limited, if any, of shares of such
     series;

          (4)  Whether the shares of such series shall be redeemable and, if so,
     the price or prices at which, and the terms and conditions on which, such
     shares may be redeemed;

          (5)  The amount or amounts payable upon the shares of such series in
     the event of voluntary or involuntary liquidation, dissolution or winding
     up of the savings bank;

          (6)  Whether the shares of such series shall be entitled to the
     benefit of a sinking or retirement fund to be applied to the purchase or
     redemption of such shares, and if so entitled, the amount of such fund and

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 46
- - ------------------------------
 
     the manner of its application, including the price or prices at which such
     shares may be redeemed or purchased through the application of such fund;

          (7)  Whether the shares of such series shall be convertible into, or
     exchangeable for, shares of any other class or classes or of any other
     series of the same or any other class or classes of stock of the savings
     bank and, if so convertible or exchangeable, the conversion price or
     prices, or the rate or rates of exchange, and the adjustments thereof, if
     any, at which such conversion or exchange may be made, and any other terms
     and conditions of such conversion or exchange;

          (8)  The price or other consideration for which the shares of such
     series shall be issued; and

          (9)  Whether the shares of such series which are redeemed or converted
     shall have the status of authorized but unissued shares of serial preferred
     stock and whether such shares may be reissued as shares of the same or any
     other series of serial preferred stock.

          Each share of each series of serial preferred stock shall have the
     same relative rights as and be

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 47
- - ------------------------------
 
     identical in all respects with all the other shares of the same series.

          Prior to the issuance of any preferred shares of a series established
     by a supplementary Charter section adopted by the board of directors, the
     savings bank shall file with the OTS a dated copy of that supplementary
     section of this Amended and Restated Charter establishing and designating
     the series and fixing and determining the relative rights and preferences
     thereof.

     SECTION 6.  Preemptive Rights.  Holders of the capital stock of the savings
bank shall not be entitled to preemptive rights with respect to any shares of
the savings bank which may be issued.

     SECTION 7.  Liquidation Account.  Pursuant to the requirements of the Rules
and Regulations for Insurance of Accounts of the Federal Savings and Loan
Insurance Corporation, the savings bank shall establish and maintain a
liquidation account for the benefit of its savings account holders as of
February 28, 1974 and as of June 30, 1981 ("eligible savers").  In the event of
a complete liquidation of the savings bank, it shall comply with such rules and

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 48
- - ------------------------------
 
regulations with respect to the amount and the priorities on liquidation of each
of the savings bank's eligible savers' inchoate interest in the liquidation
account, to the extent it is still in existence.  Provided, however, that an
eligible saver's inchoate interest in the liquidation account shall not entitle
such eligible saver to any voting rights at meetings of the savings bank's
stockholders.

     SECTION 8.  Directors.

     (A) The savings bank shall be under the direction of a board of directors.
The authorized number of directors shall be such number, not less than seven or
greater than fifteen (except when a greater number is approved by the OTS), as
may be fixed from time to time by the board of directors pursuant to a
resolution adopted by a majority of the entire board of directors. (B) The
directors shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified. One class shall be elected
by ballot annually. (C) The right to cumulate votes in the election of directors
shall not exist with respect to the savings bank.

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 49
- - ------------------------------
 
     SECTION 9.  Amendment of Charter.  Except as provided in Section 5, no
amendment, addition, alteration, change, or repeal of this charter shall be
made, unless such is first proposed by the board of directors of the savings
bank, then preliminarily approved by the OTS, which preliminary approval may be
granted by the OTS pursuant to regulations specifying preapproved charter
amendments, and thereafter approved by the stockholders by a majority of the
total votes eligible to be cast at a legal meeting.  Any amendment, addition,
alteration, change, or repeal so acted upon shall be effective upon filing with
the OTS in

Amended and Restated Charter S
Fidelity Federal Bank
  A Federal Savings Bank
Page 50
- - ------------------------------
 
accordance with regulatory procedures or on such other date as the OTS may
specify in its preliminary approval.

                                           FIDELITY FEDERAL BANK,
                                             A FEDERAL SAVINGS BANK

                                           By____________________________
                                                 Richard M. Greenwood
                                                 Chairman of the Board

Attest:

__________________________

                                             ____________________________
Dated: ___________________                   Executive Secretary
                                             Office of Thrift Supervision

                                           OFFICE OF THRIFT SUPERVISION

Declared effective _________               By____________________________

                                                                   EXHIBIT 10.34

                       AMENDED SERVICE AGREEMENT BETWEEN
                 FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK
                        AND CITADEL HOLDING CORPORATION

          This Amended Service Agreement (the "Agreement") is entered into as of
August 1, 1994, by and between FIDELITY FEDERAL BANK, a Federal Savings Bank
(the "Bank") and CITADEL HOLDING CORPORATION, a Delaware corporation
("Citadel"), with respect to the following facts.

          A.  The Bank and Citadel are affiliated entities.

          B.  The Bank and Citadel previously entered into a Service Agreement
dated as of January 1, 1993.

          C.  The Bank and Citadel desire to amend the Service Agreement to
reflect a reduction in the services to be provided by the Bank to Citadel.

          D.  Citadel has requested the Bank to provide it with a variety of
support services, including payroll, legal, accounting, and accounts payable.
The Bank is willing to provide such services to Citadel on the terms and
conditions set forth in this Agreement.

          The parties agree as follows:

                             ARTICLE I. -- GENERAL

          SECTION 1.1  GENERAL OBLIGATIONS OF THE BANK.  The Bank shall provide
                       -------------------------------                         
Citadel with all payroll, legal, accounting, and accounts payable services as
may reasonably be required by Citadel.  The accounting services described herein
will be coordinated by the Bank's Controller or other Bank officer of a similar
level of authority jointly approved by Citadel and the Bank.  All services
rendered by the Bank pursuant to this Agreement shall be subject to the direct
oversight and review of the Designated Citadel Officer (as that term is defined
in Section 1.2 of this Agreement).  Except as otherwise provided herein, the
Bank shall have no authority under this Agreement to bind Citadel to any
obligation or act on behalf of Citadel.

          SECTION 1.2  GENERAL OBLIGATIONS OF CITADEL.  A Citadel officer shall
                       ------------------------------                          
oversee the performance of all services of the Bank hereunder.  Such officer
shall be designated from time to time by Citadel in writing (the "Designated
Citadel Officer").  The Designated Citadel Officer shall assist the Bank's
employees regarding the performance of services hereunder in accordance with
Citadel's policies and procedures.  The initial Designated Citadel Officer shall
be the President and Chief Executive Officer of Citadel.

          SECTION 1.3  PERFORMANCE STANDARDS.  The Bank shall provide the
                       ---------------------                             
services pursuant to this Agreement at a level of performance, including
timeliness and accuracy, equivalent to the level at which it provides comparable
services on its own behalf.  The Bank shall handle all checks, wire transfer
instructions and negotiable instruments on behalf of Citadel with the same
degree of care as it handles its own checks, wire transfer instructions and
negotiable instruments.

The Bank shall abide by the policies and procedures of Citadel with respect to
the services to be performed hereunder as Citadel shall indicate to the Bank
from time to time.

          SECTION 1.4  DATA OWNERSHIP.  The Bank does not hereby convey, nor
                       --------------                                       
does Citadel hereby obtain, any right in the programs, systems, data,
information or materials (including any of the Bank's customer information to
which Citadel may have access) that are utilized or provided by the Bank in the
performance of the services under this Agreement.  Citadel does not hereby
convey, nor does the Bank hereby obtain, any right in the programs, systems,
data, information or materials supplied by Citadel to the Bank pursuant to this
Agreement regarding Citadel's customers and activities.

          SECTION 1.5  CONFIDENTIALITY.  It is understood that, in the
                       ---------------                                
performance by the Bank of its services under this Agreement, the Bank may have
access to private or confidential information regarding Citadel and Citadel's
customers.  The Bank shall use that degree of care it exercises to protect its
own private or confidential information to keep, and to have its employees and
agents keep, any and all private or confidential information of Citadel strictly
confidential and to use such information only for purposes related to this
Agreement or as otherwise agreed to by Citadel.  The Bank shall disclose such
information only to its employees or agents required to have access thereto for
the performance of this Agreement.  This Section 1.5 is in addition to any other
obligation of the Bank or Citadel to maintain the confidentiality of
confidential or private information, which obligation arises under any other
agreement entered into by the Bank and Citadel.

          SECTION 1.6  LIMIT OF OBLIGATION.  The Bank's obligation under Section
                       -------------------                                      
1.5 hereof shall not apply to any information supplied that:

               (a)  was known to the receiving party prior to the disclosure by
the other;
               (b) is or becomes generally available to the public other than by
breach of this Agreement; or

               (c) otherwise becomes lawfully available on a non-confidential
basis from a third party who is not under an obligation of confidence to the
other party.

          SECTION 1.7  REGULATION.  It is understood and agreed by the parties
                       ----------                                             
hereto that the performance or receipt of the services hereunder may be subject
to regulation or examination by federal and state regulatory agencies.  The Bank
and Citadel shall each submit and furnish to any such agency such reports or
other data as shall be required under applicable law and regulation.  If either
party so requests, the other party shall notify the first party, and then prior
to submission of any such reports or data shall provide the first party with
copies of such submissions, unless otherwise provided by applicable law or court
order.

          SECTION 1.8  PROTECTION OF DATA.  The Bank shall maintain such backup
                       ------------------                                      
procedures and other safeguards against the destruction, loss or alteration of
any of Citadel's data which the Bank employs in connection with its own data
processing, or which shall be required under law or regulation applicable to the
Bank.

                                      -2-

          SECTION 1.9  RISK OF DATA LOSS.  Should any of Citadel's data be lost
                       -----------------                                       
or destroyed due to any negligent act or omission of the Bank or any other
breach of the security obligations of this Agreement, the Bank will be
responsible, at its own expense, for the prompt reconstruction of such data with
a high priority allocation of time and resources to complete the reconstruction
as quickly as possible.

          SECTION 1.10  RECORD RETENTION.  The Bank shall implement reasonable
                        ----------------                                      
security measures and procedures to protect records and other documents related
to the services performed pursuant to this Agreement from unauthorized access by
third parties.  Employees of the Bank shall have such access to the records and
documents of Citadel as may be required for the performance of the Bank's
services hereunder.

                     ARTICLE II. -- LIMITATION OF LIABILITY

          SECTION 2.1  INDEMNIFICATION OF THE BANK.  Citadel shall indemnify the
                       ---------------------------                              
Bank and its directors, officers, employees and agents ("Bank Indemnified
Parties") and hold each of them harmless from and against and defend them
against, any and all claims, damages, losses, penalties, expenses, costs and/or
liabilities (including attorneys, fees and court costs) that are caused by or
result from (a) any gross negligence or willful act or omission of Citadel in
the course of or related to Citadel's performance or obligations hereunder or
(b) any act or omission of the Bank taken at the express direction of an officer
of Citadel, and that are not caused by or the result of the willful misconduct
or gross negligence or violation of applicable law by the Bank.  Citadel's
obligation to indemnify any Bank Indemnified Party will survive the expiration
or termination of this Agreement by either party for any reason.

          SECTION 2.2  INDEMNIFICATION OF CITADEL.  The Bank shall indemnify
                       --------------------------                           
Citadel and its directors, officers, employees and agents ("Citadel Indemnified
Parties") and hold each of them harmless from and against and defend them
against, any and all claims, damages, losses, penalties, expenses, costs and/or
liabilities (including attorneys' fees and court costs) that are caused by or
result from (a) any gross negligence or willful act or omission of the Bank in
the course of or related to the Bank's performance or obligations hereunder or
(b) any act or omission of Citadel taken at the express direction of an officer
of the Bank, and that are not caused by or the result of the willful misconduct
or gross negligence, or violation of applicable law by Citadel.  The Bank's
obligation to indemnify any Citadel Indemnified Party will survive the
expiration or termination of this Agreement by either party for any reason.

                      ARTICLE III. -- TERM AND TERMINATION

          SECTION 3.1  TERM.  This Agreement shall become effective, without
                       ----                                                 
further action, as of August 1, 1994 (the "Effective Date").  The term of the
Agreement shall be month to month from the Effective Date.  The Service
Agreement entered into as of January 1, 1993 by and between the Bank and Citadel
shall terminate on the Effective Date.

                                      -3-

          SECTION 3.2 TERMINATION BY MUTUAL AGREEMENT; TERMINATION WITHOUT
                      ----------------------------------------------------
CAUSE. This Agreement shall be terminated:
- - -----
               (a) immediately upon mutual written agreement of the parties; or

               (b) at any time by either party upon thirty (30) days written
notice to the other party.

          SECTION 3.3  TERMINATION UPON DEFAULT.  The breach by either party of
                       ------------------------                                
a material term or condition of this Agreement shall constitute an event of
default ("Event of  Default").  If such Event of Default is not cured by the
defaulting party to the reasonable satisfaction of the non-defaulting party
within thirty (30) days after delivery of written notice describing the Event of
Default, then the non-defaulting party shall be entitled, at its sole election,
to terminate this Agreement immediately upon written notice to the other party.

          SECTION 3.4  TERMINATION BY REASON OF BANKRUPTCY.  In the event of the
                        ----------------------------------                      
occurrence of any of the following events, each party shall have the right to
terminate this Agreement immediately upon providing written notice to the other
party:

               (a) the commencement of any bankruptcy, insolvency,
reorganization, dissolution, liquidation of debt, receivership or
conservatorship proceeding or other similar proceeding under federal or state
bankruptcy, debtors relief, securities, bank regulatory or other law by or
against the other party; or

               (b) the suspension or termination of business or dissolution of,
or the appointment of a receiver, conservator, trustee or similar officer to
take charge of, a substantial part of the property of the other party.

          SECTION 3.5  TRANSFER OF DATA AND COOPERATION IN TRANSFER.  Upon the
                       --------------------------------------------           
expiration or earlier termination of this Agreement for any reason, the Bank
shall immediately deliver to Citadel all data, files, records and documents
maintained by the Bank on behalf of Citadel under this Agreement, and shall
fully cooperate in the transfer of any servicing functions pursuant to this
Agreement to Citadel.  Citadel shall compensate the Bank for such services to
the same extent as if such services had been performed during the term of this
Agreement, and the Bank shall perform such services according to such standards,
including confidentiality, security and accuracy, as were in effect during the
term of this Agreement.

          SECTION 3.6  SURVIVAL OF CERTAIN OBLIGATIONS.  Expiration or earlier
                       -------------------------------                        
termination of this Agreement for any reason shall not terminate the obligations
set forth in Sections 1.5, 2.1, 2.2 and 3.5 or the obligation of Citadel to make
all payments required under Article IV of this Agreement.

                          ARTICLE IV. -- CONSIDERATION

          SECTION 4.1  PERSONNEL EXPENSES.  In addition to the sums payable
                       ------------------                                  
under Section 4.2 of this Agreement, Citadel shall pay to the Bank a monthly fee
(the "Monthly Personnel Fee") for the 

                                      -4-

use of all of the Bank's employees whose services are used for the benefit of
Citadel hereunder (the "Bank Employees"). The Monthly Personnel Fee shall be
determined as follows:

          A.  The Monthly Personnel Fee shall be equal to Citadel's pro rata
share of the monthly costs, including all salaries, bonuses, retirement
contributions, fringe benefits, social security taxes, unemployment insurance
premiums and all other costs, associated with each Bank Employee, multiplied by
the percentage of each such Bank Employee's total working time that is devoted
to the rendering of services to Citadel hereunder (the "Percentage").

          B.  The parties agree that, from and after the commencement of the
term of this Agreement, the initial Percentage for each Bank Employee shall be
conclusively determined to be an amount which reflects the best independent
judgment on the part of each of the parties.  The Percentage for each Bank
Employee, and the Monthly Personnel Fee shall be adjusted periodically as
provided below.

          C.  The Bank shall conduct a written survey to be updated periodically
of each Bank Employee to determine the Percentage of the Bank Employee's total
working time that is, on average, devoted to the rendering of services to
Citadel hereunder.  Following completion of such survey, the Bank shall, in its
sole discretion, separately determine the amount of the Percentage for each Bank
Employee.

          D.  The Percentage for any Bank Employee that commences rendering
services to Citadel hereunder after the commencement of the term of this
Agreement shall be established in good faith by the Bank after consultation with
Citadel.  The Percentage for each such Bank Employee shall thereafter be
adjusted a set forth above.

          E.  The parties recognize and acknowledge that issues regarding the
calculation of the appropriate Monthly Personnel Fee for individual Bank
Employees are likely to arise which are not addressed by this Section 4.1  In
those instances, the Bank shall, following consultant with Citadel, establish in
good faith the methodology for determining the Monthly Personnel Fee for such
Bank Employees.  In doing so, the Bank shall be guided by the general principles
reflected in this Section 4.1.

          SECTION 4.2  DIRECT EXPENSES.  Citadel shall pay its own direct
                       ---------------                                   
expenses or shall reimburse to the Bank any direct expenses the Bank may advance
at the direction of Citadel and on its behalf.  The following shall be
considered direct expenses:

               a. Legal and consulting fees.

               b. American Stock Exchange Listing Fees.

               c. Transfer agent fees.

               d. Similar expenses billed to or determined by the Bank using
                  fair and reasonable accounting standards to be expenses of
                  Citadel and not the Bank. Direct 

                                      -5-

                  expenses attributable to both the Bank and Citadel shall be
                  allocated between them by the Bank, using fair and reasonable
                  accounting standards.

     SECTION 4.3  ALLOCATION OF OVERHEAD.  The Bank shall charge Citadel a fair
                  ----------------------                                       
allocation of overhead expenses incurred by the Bank on its behalf that are not
direct expenses.  The portion allocated to Citadel shall be fixed from time to
time by the Bank using fair and reasonable accounting standards.

     SECTION 4.4  PROFIT.  In addition to the sums payable to the Bank under
                  ------                                                    
Sections 4.1 and 4.3 of this Agreement, Citadel shall pay an additional ten
percent of such sum representing the profit to the Bank for furnishing services
in this Agreement.

     SECTION 4.5  PAYMENT OF FEES.  Citadel shall pay the payments to the Bank
                  ---------------                                             
contemplated by this Agreement promptly following the end of each calendar
month.  Citadel shall establish and maintain a demand deposit account with a
bank acceptable to Bank or with the Bank (the "Account") for purposes of
effecting the payments to the Bank contemplated by this Agreement.  Citadel
shall maintain on deposit funds sufficient to allow it to satisfy the payments
that are expected to be payable to the Bank during each calendar month.  Citadel
shall make such other deposits to the Account as may be necessary to maintain
the balance of the Account at such a level.  In the event that the actual
payments owing to the Bank exceed the balance of the Account, Citadel shall,
upon the request of the Bank, immediately pay to the Bank the amount of the
shortfall.  All amounts paid by Citadel to the Account or to the Bank under this
Agreement shall be paid in the lawful money of the United States of America.
Citadel hereby irrevocably authorizes the Bank to deduct from the Account from
time to time all amounts owing to the Bank pursuant to this Agreement without
any prior notice to or further authorization from Citadel.  The procedure for
making payment set forth in this Section 4.4 is for the convenience of the
parties and to assist the Bank in complying with certain laws and regulations.
Anything herein to the contrary notwithstanding, Citadel's obligation to make
payments to the Bank under this Agreement is absolute, and such amounts shall be
payable by Citadel to the Bank on demand in the event that, for any reason, the
funds available to the Bank in the Account are insufficient to satisfy such
obligation in full.  Upon demand of the Bank, Citadel shall prepay or advance to
the Bank such funds as the Bank deems necessary to cover projected payments for
up to one month's estimated payments to the Bank, if the Bank determines that
this is necessary or desirable to facilitate the Bank's compliance with all laws
and regulations applicable to it.

                          ARTICLE V. -- MISCELLANEOUS

     SECTION 5.1  NOTICES.  Any written notice required or permitted to be given
                  -------                                                       
to the parties hereunder shall be addressed as follows:

          If to the Bank:     Fidelity Federal Bank, FSB
                              600 North Brand Boulevard
                              P.O. Box 1631
                              Glendale, California  91203
                              Attention:  President

                                      -6-

          If to Citadel:      Citadel Holding Corporation
                              600 North Brand Boulevard
                              P.O. Box 1631
                              Glendale, California  91203
                              Attention:  President

All written notices shall be delivered in person or shall be sent by registered
or certified mail, return receipt requested, and shall be deemed effective,
seventy-two (72) hours after the same is mailed as provided above with postage
prepaid.  Notice sent by any other method shall be effective only upon actual
receipt.  The parties to this Agreement, by notice in writing, may designate
another to whom notices shall be given pursuant to this Agreement.

     SECTION 5.2  INDEPENDENT CONTRACTOR STATUS OF THE BANK.  The relationship
                  -----------------------------------------                   
of the Bank and Citadel under this Agreement is that of independent contractors.
Nothing herein contained shall be construed as constituting a partnership, joint
venture or agency between the parties hereto.

     SECTION 5.3  INCORPORATED PROVISIONS.  All provisions of statutes and
                  -----------------------                                 
regulations applicable to the Bank and Citadel and this Agreement (including the
agreement to pay examination costs set forth in Section 545.74(b)(4) of the
regulations of the Office of Thrift Supervision) are hereby incorporated herein
as if set forth in full verbatim.

     SECTION 5.4  ASSIGNMENT; SUBCONTRACTING.  This Agreement shall not be
                  --------------------------                              
assignable in whole or in part by the Bank or Citadel without the other party's
prior written consent, and any attempted assignment without such consent shall
be null and void.

     SECTION 5.5  AUTHORITY.  Each party to this Agreement hereby represents and
                  ---------                                                     
warrants to the other that it has the full right, power and authority to enter
into and perform this Agreement in accordance with all the terms, provisions,
covenants and conditions hereof and that the execution and delivery of this
Agreement have been duly authorized by proper corporate action.

     SECTION 5.6  WAIVER.  No term or provision hereof will be deemed waived,
                  ------                                                     
and no variation of terms or provisions hereof shall be deemed consented to,
unless such waiver or consent shall be in writing and signed by the party
against whom such waiver or consent is sought to be enforced.  Any delay, waiver
or omission by the Bank or Citadel to exercise any right or power arising from
any breach or default of the other party in any of the terms, provisions or
covenants of this Agreement shall not be construed to be a waiver by the Bank or
Citadel of any subsequent breach or default of the same or other terms,
provisions or covenants on the part of the other party.

     SECTION 5.7  SUCCESSORS.  Subject to the restrictions on assignment
                  ----------                                            
contained herein, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

                                      -7-

     SECTION 5.8  COMPLIANCE WITH LAWS AND REGULATIONS.  Each party agrees that
                  ------------------------------------                         
it will obtain all licenses and other governmental authorizations and approvals
required for the performance of its obligations under this Agreement and will
perform its obligations hereunder in accordance with all applicable federal,
state and local laws, rules and regulations now or hereafter in effect.

     SECTION 5.9  GOVERNING LAW.  This Agreement shall be governed by and
                  -------------                                          
construed in accordance with the laws of the State of California, except where
federal law is applicable.

     SECTION 5.10  HEADINGS NOT CONTROLLING.  Headings used in this Agreement
                   ------------------------                                  
are for reference purposes only and shall not be deemed a part of this
Agreement.

     SECTION 5.11  ENTIRE AGREEMENT.  This Agreement constitutes the only
                   ----------------                                      
agreement between the parties hereto relating to the subject matter hereof,
except where expressly noted herein, and all prior negotiations, agreements and
understandings, whether oral or written, are superseded or canceled hereby.

     SECTION 5.12  ARMS LENGTH AGREEMENT.  The parties hereto acknowledge that
                   ---------------------                                      
the terms of this Agreement are substantially the same as, or at least as
favorable to the Bank as those prevailing as of the effective date hereof for
comparable transactions with or involving other non-affiliated companies and, in
the absence of comparable transactions, on terms at least as favorable as in
good faith would be offered to non-affiliated companies.

     SECTION  5.13  MODIFICATION.  This Agreement may not be amended or modified
                    ------------                                                
except in a written document signed by both parties.

     SECTION  5.14  SEVERABILITY.  If any provision of this Agreement is
                    ------------                                        
declared or found to be illegal, unenforceable or void, this Agreement shall be
construed as if not containing that provision, the rest of the Agreement shall
remain in full force and effect, and the rights and obligations of the parties
hereto shall be construed and enforced accordingly.

     SECTION 5.15  FORCE MAJEURE.  Neither party shall be liable for a delay in
                   -------------                                               
performance or failure to perform any obligation under this Agreement to the
extent such delay is due to causes beyond the control of that party and is
without its fault or negligence, including, but not limited to, acts of God,
labor disputes, governmental regulations or orders, civil disturbance, war
conditions, fires, or due to a failure by the other party to satisfy its
obligations under this Agreement.

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
signed and delivered by its duly authorized officer.

FIDELITY FEDERAL BANK, FSB           CITADEL HOLDING CORPORATION

By: /s/ Richard M. Greenwood         By: /s/ Steve Wesson
   -------------------------------      -------------------------------
Name:  Richard M. Greenwood          Name:   Steve Wesson
Title: President and CEO             Title:  President and CEO

                                      -8-

                                                                   EXHIBIT 10.35

                 FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK

                            Up to 22,000,000 Shares

                 Class A Common Stock and Class C Common Stock

                          Placement Agency Agreement

                                                                   July 12, 1994

J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260

Dear Sirs:

     Fidelity Federal Bank, A Federal Savings Bank (the "Bank"), proposes to
issue and sell a minimum of 20,952,381 shares and a maximum of 22,000,000 shares
of its Class A Common Stock, par value $0.01 per share ("Class A Common Stock"),
and Class C Common Stock, par value $0.01 per share ("Class C Common Stock"; the
Class A Common Stock and Class C Common Stock offered hereby being referred to
collectively as the "Offered Shares"), to certain investors (the "Offering") in
accordance with the terms and subject to the conditions hereof and of certain
stock purchase agreements to be entered into by each of such investors (the
"Investor Purchase Agreements"). Prior to allocating more than the minimum of
20,952,381 shares, which allocation will be at J.P. Morgan's sole discretion,
J.P. Morgan will consult with the Pricing Committees of the Board of Directors
of the Bank and Citadel Holding Corporation ("Citadel"). The shares of common
stock of the Bank to be outstanding after giving effect to the sale of the
Offered Shares are herein referred to as "Common Stock."

     In anticipation of the Offering, Citadel and the Bank have entered into a
master letter agreement dated as of october 29, 1993, as amended (the "Master
Engagement Letter") with J.P. Morgan Securities Inc. ("J.P. Morgan") and certain
other letter agreements dated May 2, 1994 and dated as of June 15, 1994 with
J.P. Morgan (together with the Master Engagement Letter, the "Engagement
Letters"), pursuant to which J.P. Morgan has agreed to provide certain services
to Citadel and the Bank in consideration of the fees provided for therein.
Citadel and the Bank wish to enter into this Agreement with J.P. Morgan in J.P.
Morgan's capacity as the placement agent of the Bank in soliciting offers to
purchase the Offered Shares on the terms and subject to the conditions set forth
herein. Except as

expressly modified or supplemented hereby, the terms of the Engagement Letters
shall remain in full force and effect.

     The Bank has prepared and filed with the Office of Thrift Supervision (the
"OTS") an offering circular on Form OC (OTS Docket No. 5770) for the
registration of the Offered Shares and the shares of Class A Common Stock
issuable upon conversion of the Class C Common Stock under the rules and
regulations of the OTS included in 12 C.F.R. Part 563b and Part 563g and all
related applicable regulations (collectively, the "OTS Regulations") and has
prepared and filed such amendments thereto and such amended offering circulars
on Form OC as may have been required prior to the date hereof, and will file
such additional amendments thereto and such amended offering circulars as may
hereafter be required pursuant to the OTS Regulations. Any such additional
amendments or amended offering circulars shall be filed in a form reasonably
satisfactory to J.P. Morgan and J.P. Morgan's counsel. The Form OC, as amended
at the time it becomes effective (including any documents filed as exhibits
thereto) is hereinafter called the "Form OC," and the offering circular
included therein on file with the OTS at the time the Form OC is declared
effective is hereinafter called the "Offering Circular," except that, if the
Bank files a post-effective amendment to such Form OC which becomes effective
prior to the Closing Date (as defined below), "Offering Circular" shall refer to
such offering circular as so amended, and except that, if any revised offering
circular shall be provided to J.P. Morgan by the Bank for use in connection
with the Offering of the Offered Shares which differs from the Offering Circular
on file at the OTS at the time the Offering Circular becomes effective (whether
or not such revised Offering Circular is required to be filed with the OTS
pursuant to the OTS Regulations), "Offering Circular" shall refer to such
revised offering circular from and after the time it is first provided to J.P.
Morgan for such use.

     The Bank hereby agrees with J.P. Morgan as follows:

     1.   The Bank agrees to issue and sell the Offered Shares upon the basis of
the representations and warranties contained herein and in the Investor Purchase
Agreements but subject to the conditions stated herein and in the Investor
Purchase Agreements at a purchase price of $5.25 per share.

     2.   The Bank understands that J.P. Morgan intends (i) to offer the Offered
Shares to investors as soon after the Form OC and this Agreement have become
effective as in the judgment of J.P. Morgan is advisable and (ii) to offer the
Offered Shares upon the terms set forth in the Offering Circular and the
Investor Purchase Agreement. The Offering

                                       2

     shall commence on the date hereof and shall expire at 5:30 pm, New York
     time, on July 28, 1994. Thereafter, the Offering cannot be extended without
     the written consent of each investor who has previously delivered an
     executed Investor Purchase Agreement. Each prospective investor who wishes
     to purchase Offered Shares shall be required to deliver to J.P. Morgan a
     completed Investor Purchase Agreement in the form accompanying the Offering
     Circular which will be submitted to J.P Morgan. J.P. Morgan and the Bank
     shall each have the absolute right prior to the time that an Investor
     Purchase Agreement becomes a binding obligation between the purchaser and
     the Bank to reject any offer by a prospective investor for any reason, and
     any such rejection shall not be deemed a breach of any obligations of
     either J.P. Morgan or the Bank hereunder.

               3.    Payment for the Offered Shares shall be made by the several
     investors upon the instructions of Fidelity by 12:00 p.m. noon (EDT) on the
     business day prior to the Closing Date to First Trust, N.A., acting as
     Escrow Agent (the "Escrow Agent") pursuant to the Escrow Agreement dated as
     of July 12, 1994 among the Escrow Agent, Fidelity, Citadel and J.P Morgan
     (the "Escrow Agreement"). Each prospective investor is to make payment in
     an amount necessary to purchase the Offered Shares such investor has agreed
     to purchase pursuant to such investor's Investor Purchase Agreement. The
     Closing shall be held at the offices of Gibson, Dunn & Crutcher, 333 South
     Grand Avenue, Los Angeles, California 90071 at 10:00 A.M., Los Angeles time
     on such date not later than August 4, 1994 as the Bank, Citadel and J.P.
     Morgan shall agree, which date shall be promptly notified to the Escrow
     Agent (the "Closing Date"). The Closing Date, once established, may be
     extended upon notice to the Escrow Agent by agreement among Fidelity,
     Citadel and J.P. Morgan to a date not later than August 4, 1994 by notice
     to the subscribers no later than 10 A.M. (EDT) on the day prior to the
     Closing as then scheduled and in accordance with the Investor Purchase
     Agreement. The Closing Date cannot be extended without the written consent
     of each investor who has previously delivered an executed Investor Purchase
     Agreement. As used herein, the term "Business Day" means any day other than
     a day on which banks are permitted or required to be closed in New York
     City.

               Payment for the Offered Shares shall be made on the Closing Date
     by the Escrow Agent upon the direction of Fidelity and J.P. Morgan in
     accordance with the terms of the Escrow Agreement by wire transfer of
     immediately available funds to an account specified by Fidelity against
     delivery to J.P. Morgan for the account of the investors of the Offered
     Shares registered in such names and in such denominations as J.P. Morgan on
     behalf of the investors shall request in writing not later than two full
     Business

                                       3

     Days prior to the Closing Date with any transfer taxes payable in
connection with the transfer to investors of the Offered Shares duly paid by the
Bank. The certificates for the Offered Shares will be made available for
inspection and packaging by J.P. Morgan at the office of J.P. Morgan Securities
Inc. at 444 South Flower, Los Angeles, California not later than 3:00 P.M., Los
Angeles time, on the Business Day prior to the Closing Date.
 
     4. The Bank represents and warrants to J.P. Morgan that:
 
           (a) no order preventing or suspending the use of any preliminary
     offering circular has been issued by the OTS, and each preliminary offering
     circular filed as part of the Form OC as originally filed or as part of any
     amendment thereto or filed pursuant to OTS Regulations complied when so
     filed in all material respects with the OTS Regulations, and did not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading; provided that this representation and warranty shall not apply
     to any statements or omissions made in reliance upon and in conformity with
     information relating to J.P. Morgan furnished to the Bank in writing by
     J.P. Morgan expressly for use therein;
     
           (b) no stop order suspending the effectiveness of the Form OC has
     been issued and no proceeding for that purpose has been instituted or, to
     the knowledge of the Bank, threatened by the OTS; and the Form OC and
     Offering Circular (as amended or supplemented if the Bank shall have
     furnished any amendments or supplements thereto) comply, or will comply, as
     the case may be, in all material respects with OTS Regulations and do not
     and will not, as of the applicable effective date as to the Form OC and any
     amendment thereto and as of the date of the Offering Circular and any
     amendment or supplement thereto, contain any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, and the Offering
     Circular, as amended or supplemented at the Closing Date, if applicable,
     will not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; except that the
     foregoing representations and warranties shall not apply to statements or
     omissions in the Form OC or the Offering

                                       4

     Circular made in reliance upon and in conformity with information relating
     to J.P. Morgan furnished to the Bank in writing by J.P. Morgan expressly
     for use therein;
 
          (c) the historical financial statements, and the related notes
     thereto, included in the Form OC and the Offering Circular (1) comply in
     all material respects as to form with the applicable accounting
     requirements of the Securities Act of 1933, as amended and the rules and
     regulations of the Securities and Exchange Commission (the "SEC")
     thereunder (collectively, the "Securities Act") and the OTS Regulations
     (or, to the extent such financial statements do not so comply, the OTS has
     granted a waiver with respect thereto) and (2) present fairly the
     consolidated financial position of the Bank and its consolidated
     subsidiaries as of the dates indicated and the results of their operations
     and consolidated cash flows for the periods specified in conformity with
     generally accepted accounting principles applied on a consistent basis, and
     the supporting schedules included in the Form OC present fairly the
     information required to be stated therein; and the pro forma financial
     information, as well as the related notes thereto, included in the Form OC
     and the Offering Circular, has been prepared in accordance with the
     applicable requirements of the Securities Act (or to the extent such
     financial statements do not so comply, the OTS has granted a waiver with
     respect thereto) and is based upon good faith estimates and assumptions
     believed by the Bank to be reasonable;

          (d) since the respective dates as of which information is given in the
     Form OC and the Offering Circular, (1) there has not been any material
     adverse change, or any development involving a prospective material adverse
     change, in or affecting the business, prospects, management, financial
     position, stockholders' equity or results of operations of the Bank and its
     subsidiaries, taken as a whole, (2) except as set forth or contemplated in
     the Offering Circular neither the Bank nor any of its subsidiaries has
     entered into any transaction or agreement (whether or not in the ordinary
     course of business) material to the Bank and its subsidiaries taken as a
     whole, (3) neither the Bank nor any of its subsidiaries has issued or
     purported to issue any securities or incurred any material liability or
     obligation, direct or contingent, for borrowed money, except in the
     ordinary course of its banking business, (4) except as described or
     contemplated in the Offering Circular, the Bank has not entered into or
     modified any material agreement with the OTS or any regulatory or
     supervisory agency or body

                                       5

     which would materially adversely affect the ability of the Bank and its
     subsidiaries to continue to conduct their respective businesses as now
     currently conducted, and (5) except as contemplated by the Offering
     Circular, the Bank has not declared or paid any dividend;

          (e) the Bank has been duly incorporated and is validly existing as a
     federally-chartered stock savings bank in good standing under the laws of
     the United States, with power and authority (corporate and other) to own
     its properties and conduct its business as described in the Offering
     Circular and to perform its obligations under this Agreement, and has been
     duly qualified as a foreign corporation for the transaction of business and
     is in good standing under the laws of each other jurisdiction in which it
     owns or leases properties, or conducts any business, so as to require such
     qualification, other than where the failure to be so qualified or in good
     standing would not have a material adverse effect on the Bank and its
     subsidiaries taken as a whole;

          (f) each of the Bank's subsidiaries has been duly incorporated and is
     validly existing as a corporation under the laws of its jurisdiction of
     incorporation, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Offering Circular,
     and has been duly qualified as a foreign corporation for the transaction of
     business and is in good standing under the laws of each jurisdiction in
     which it owns or leases properties or conducts any business so as to
     require such qualification, other than where the failure to be so qualified
     or in good standing would not have a material adverse effect on the Bank
     and its subsidiaries taken as a whole; and all the outstanding shares of
     capital stock of each subsidiary of the Bank have been duly authorized and
     validly issued, are fully-paid and non-assessable, and are owned by the
     Bank, directly or indirectly, free and clear of all liens, encumbrances,
     security interests and claims;

          (g) this Agreement has been duly authorized, executed and delivered by
     the Bank;

          (h) the Amended and Restated Charter S of the Bank (the "Amended
     Charter") has been duly adopted by the Board of Directors of the Bank and
     Citadel as sole stockholder of the Bank and on or prior to the Closing Date
     will have been duly filed with the OTS;

                                       6

          (i) the outstanding share of capital stock of the Bank has been duly
     authorized and validly issued, is fully-paid and non-assessable and is not
     subject to any pre-emptive or similar rights; upon the filing of the
     Amended Charter with the OTS, the authorized capital stock of the Bank will
     conform as to legal matters to the description thereof set forth in the
     Form OC and Offering Circular and, except as described in or expressly
     contemplated by the Offering Circular, there are no outstanding rights
     (including, without limitation, preemptive rights), warrants or options to
     acquire, or instruments convertible into or exchangeable for, any shares of
     capital stock or other equity interest in the Bank or any of its
     subsidiaries, or any contract, commitment, agreement, understanding or
     arrangement of any kind relating to the issuance of any capital stock of
     the Bank or any such subsidiary, any such convertible or exchangeable
     securities or any such rights, warrants or options;
 
          (j) upon filing of the Amended Charter with the OTS the Offered Shares
     to be issued and sold by the Bank pursuant to this Agreement will be duly
     authorized, and, when delivered and paid for in accordance with the terms
     of this Agreement and the Investor Purchase Agreements, will have been duly
     issued and will be fully paid and non-assessable and will conform to the
     descriptions thereof in the Offering Circular; and the issuance of the
     Offered Shares is not subject to any preemptive or similar right; upon
     filing of the Amended Charter with the OTS, the Class B Common Stock, par
     value $.01 per share (the "Class B Common Stock") will be duly authorized;
     upon such filing there will be outstanding 6,595,624 shares of Class B
     Common Stock, subject to reduction as described in the Offering Circular
     and the Investor Purchase Agreements; and all of such outstanding shares of
     Class B Common Stock will have been duly issued and will be fully paid and
     non-assessable and will conform to the descriptions thereof in the Offering
     Circular;
 
          (k) upon the filing of the Amended Charter with the OTS, the Class A
     Common Stock issuable upon conversion of the Class C Common Stock will be
     duly authorized and reserved for issuance upon such conversion and when
     such Class A Common Stock is issued upon conversion in accordance with the
     Amended Charter such Class A Common Stock will be duly issued and fully
     paid and non-assessable and the issuance of such Class A Common Stock is
     not subject to any preemptive or similar rights;

                                       7

          (1) the reclassification of the Bank's existing Common Stock into
     Class B Common Stock in accordance with the Amended Charter and the
     delivery to Citadel of certificates evidencing the Class B Common Stock is
     exempt from the registration requirements of the OTS Regulations;
 
          (m) each of the various transactions forming a part of the
     Restructuring and Recapitalization (in each case as defined in the Form OC)
     and all agreements relating thereto to which the Bank is a party
     ("Restructuring Agreements") nave been duly authorized by all necessary
     action on the part of the Bank and Citadel as its sole stockholder and when
     any such agreements are duly executed by the Bank, such agreements will be
     valid and binding obligations of the Bank;
 
          (n) the performance by the Bank of the Restructuring and the
     Restructuring Agreements and the consummation of the transactions
     contemplated thereby will not conflict with or result in a breach of any of
     the terms or provisions of, or constitute a default under, any material
     indenture, mortgage, deed of trust, loan agreement or other material
     agreement or instrument to which the Bank or any of its subsidiaries is a
     party or by which the Bank or any of its subsidiaries is bound or to which
     any of the property or assets of the Bank or any of its subsidiaries is
     subject, nor will any such action result in any violation of the provisions
     of the existing Charter or By-Laws of the Bank or, upon filing with the
     OTS, the Amended Charter and Amended By-Laws of the Bank or any applicable
     law or statute or any order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Bank, its
     subsidiaries or any of their respective properties; and all consents,
     approvals, authorizations, orders, registrations or qualifications of or
     with any such court or governmental agency or body of the United States or
     any State thereof required for the performance by the Bank of the
     Restructuring and the Restructuring Agreements and the consummation of the
     transactions contemplated thereby have been obtained and are in full force
     and effect;
 
          (o) neither the Bank nor any of its subsidiaries is, or with the
     giving of notice or lapse of time or both would be, in violation of or in
     default under, (1) its Charter, certificate of incorporation or By-Laws or,
     in the case of the Bank as of the Closing Date, its Amended Charter or
     Amended By-Laws, or (2) any material indenture, mortgage, deed of trust,
     loan agreement or

                                       8

     other material agreement or instrument to which the Bank or any of its
     subsidiaries is a party or by which it or any of them or any of their
     respective properties is bound, except for violations and defaults which
     individually and in the aggregate are not material to the Bank and its
     subsidiaries taken as a whole; the issue and sale of the Offered Shares,
     the reclassification of the Bank's existing common stock into Class B
     Common Stock in accordance with the Amended Charter, the performance by the
     Bank of its obligations under this Agreement and the consummation of the
     transactions contemplated herein will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any material indenture, mortgage, deed of trust, loan agreement or other
     material agreement or instrument to which the Bank or any of its
     subsidiaries is a party or by which the Bank or any of its subsidiaries is
     bound or to which any of the property or assets of the Bank or any of its
     subsidiaries is subject, nor will any such action result in any violation
     of the provisions of the existing Charter and By-Laws of the Bank or, upon
     filing with the OTS, the Amended Charter or the Amended By-Laws of the Bank
     or any applicable law or statute or any order, rule or regulation of any
     court or governmental agency or body having jurisdiction over the Bank, its
     subsidiaries or any of their respective properties; and all consents,
     approvals, authorizations, orders, registrations or qualifications of or
     with any such court or governmental agency or body of the United States or
     any State thereof required for the issue and sale of the Offered Shares,
     the reclassification of the Bank's existing common stock into Class B
     Common Stock in accordance with the Amended Charter, and the consummation
     by the Bank of the transactions contemplated by this Agreement have been
     obtained and are in full force and effect, except such consents, approvals,
     authorizations, registrations or qualifications as have been obtained under
     the Regulations and as may be required under state securities or Blue Sky
     Laws in connection with the distribution of the Offered Shares;
 
          The parties hereto understand that opinions of Delaware law regarding
     any authorizations of the Restructuring and Recapitalization required from
     the stockholders of Citadel will be provided by Morris, Nichols, Arsht &
     Tunnel, which opinions will be rendered to J.P. Morgan at the request of
     the Bank and Citadel and shall so state therein.
 
          (p) the Bank and its subsidiaries have conducted and are conducting
     their businesses so as to comply

                                       9

     with all applicable statutes and regulations where the failure to so comply
     would have a material adverse effect on the Bank and its subsidiaries
     considered as one enterprise (including, without limitation, all
     regulations, decisions, directives and orders of the OTS and any other
     applicable bank or savings and loan regulatory agency), and neither the
     Bank nor its subsidiaries is in violation of any written directive from the
     OTS or any other bank or savings and loan regulatory agency to make any
     material change in the method of conducting its business except to the
     extent that any such violation would not have a material adverse effect on
     the Bank and its subsidiaries taken as a whole;
 
          (q) other than as set forth or contemplated in the Offering Circular,
     there are no legal or governmental proceedings pending or, to the knowledge
     of the Bank, threatened to which the Bank or any of its subsidiaries is or
     may be a party or to which any property of the Bank or any of its
     subsidiaries is or may be the subject which, if determined adversely to the
     Bank, would individually or in the aggregate reasonably be expected to have
     a material adverse effect on the business, prospects, management, financial
     position, stockholders' equity or results of operations of the Bank and its
     subsidiaries, taken as a whole, and, to the best of the Bank's knowledge,
     no such proceedings are threatened or contemplated by governmental
     authorities or threatened by others; and there are no contracts or other
     documents of a character required to be filed as an exhibit to the Offering
     Circular or required to be described in the Offering Circular which are not
     filed or described as required;
 
          (r) the Bank and its subsidiaries have good and marketable title in
     fee simple to all items of real property and good and marketable title to
     all personal property owned by them, in each case free and clear of all
     liens, encumbrances and defects except such as are described or referred to
     in the Offering Circular or such as do not materially adversely affect the
     Bank and its subsidiaries taken as a whole; and any real property and
     buildings held under lease by the Bank and its subsidiaries are held by
     them under valid, existing and enforceable leases with such exceptions as
     are not material to the Bank and its subsidiaries taken as a whole;
 
          (s) no relationship, direct or indirect, exists between or among the
     Bank or any of its subsidiaries on the one hand, and the directors,
     officers,

                                       10

     stockholders, customers or suppliers of the Bank or any of its subsidiaries
     on the other hand, which is required by the Securities Act or the OTS
     Regulations to be described in the Offering Circular which is not so
     described;

           (t) other than as set forth or contemplated in the Offering Circular,
     no person has the right to require the Bank to register any securities for
     offering and sale under the Securities Act or the OTS Regulations by reason
     of the filing of the Offering Circular with the OTS or the issue and sale
     of the Offered Shares;

           (U) the Bank and its subsidiaries (i) are in compliance with any and
     all applicable federal, state and local laws and regulations relating to
     the protection of human health and safety, the environment or hazardous or
     toxic substances or wastes, pollutants or contaminants ("Environmental
     Laws"), (ii) have received all permits, licenses or other approvals
     required of them under applicable Environmental Laws to conduct their
     respective businesses and (iii) are in compliance with all terms and
     conditions of any such permit, license or approval, except where such
     noncompliance with Environmental Laws, failure to receive required permits,
     licenses or other approvals or failure to comply with the terms and
     conditions of such permits, licenses or approvals would not, singly or in
     the aggregate, have a material adverse effect on the Bank and its
     subsidiaries, taken as a whole; the costs and liabilities (including,
     without limitation, any capital or operating expenditures required for
     cleanup or closure of properties and any potential liabilities for third
     parties) associated with compliance with Environmental Laws would not,
     individually or in the aggregate, have a material adverse effect on the
     Bank and its subsidiaries, taken as a whole;

           (v) the accountants who certified the financial statements and
     supporting schedules of the Bank included in the Form OC are independent
     public accountants as required by Parts 563 and 571 of the OTS Regulations
     contained in Chapter V of Title 12 of the Code of Federal Regulations and
     within the meaning of the Securities Act and the rules and regulations
     thereunder;

           (w) the Bank is a member in good standing of the Federal Home Loan
     Bank System, whose deposit accounts are insured up to applicable limits by
     the Savings Association Insurance Fund of the FDIC, and no

                                       11

     proceedings for the termination or revocation of such insurance are pending
     or, to the knowledge of the Bank, threatened;

          (x) the Bank and its subsidiaries possess such licenses, permits and
     other governmental authorizations and have made all declarations and
     filings with all governmental authorities (including the OTS) and self-
     regulatory organizations as are currently required for the conduct of their
     respective businesses (except in such cases where the failure to possess
     any such license, permit or authorization or the failure to make such
     declaration or filing would not have a material adverse effect on the Bank
     and its subsidiaries taken as a whole); all such licenses, permits and
     other governmental authorizations and all such declarations and filings are
     in full force and effect, and the Bank and its subsidiaries are in
     compliance therewith (except in such cases where noncompliance would not
     have a material adverse effect on the Bank and its subsidiaries taken as a
     whole) and neither the Bank nor its subsidiaries has received notice of any
     proceeding or action relating to the revocation or modification of any such
     license, permit or other governmental authorization or any such declaration
     or filing;

          (y) the forms of certificate being used to evidence the Offered Shares
     and the Class B Common Stock are each in due and proper form; and

          (z) the Bank has complied with all provisions of Section 517.075,
     Florida Statutes (Chapter 92-198 Laws of Florida).

          (aa) at or for the year ended December 31, 1993, none of the Bank's
     subsidiaries (other than, at the time of Closing, Gateway) has assets or
     net income that amount to more than 3% of the consolidated assets or
     consolidated net income (loss) of the Bank, and the aggregate assets and
     net income of the subsidiaries of the Bank do not exceed 5% of the
     consolidated assets or net income of the Bank, respectively.

          5. Citadel represents and warrants to J.P. Morgan that:

          (a) no transaction has been entered into, and no arrangement or other
     relationship, direct or indirect, exists between or among the Bank or any
     of its subsidiaries on the one hand, and the directors, officers,
     stockholders, customers or suppliers of the Bank or any of its subsidiaries
     on the other hand, which is required by the Securities Act or the OTS

                                       12

     Regulations to be described in the Offering Circular which is not so
     described;

          (b) Citadel has been duly incorporated and is validly existing as a
     corporation in good standing under the laws of the State of Delaware, with
     power and authority (corporate and other) to own its properties and conduct
     its business as currently being conducted, and has been duly qualified as a
     foreign corporation for the transaction of business and is in good standing
     under the laws of each other jurisdiction in which it owns or leases
     properties, or conducts any business, so as to require such qualification,
     other than where the failure to be so qualified or in good standing would
     not have a material adverse effect on the Company and its subsidiaries
     taken as a whole; and Citadel is duly registered as a savings and loan
     holding company pursuant to 12 U.S.C. (S)1468a;

          (c) Gateway Investment Services, Inc. ("Gateway") has been duly
     incorporated and is validly existing as a corporation under the laws of the
     State of California, with power and authority (corporate and other) to own
     its properties and conduct its business as currently being conducted, and
     has been duly qualified as a foreign corporation for the transaction of
     business and is in good standing under the laws of each jurisdiction in
     which it owns or leases properties or conducts any business so as to
     require such qualification, other than where the failure to be so qualified
     or in good standing would not have a material adverse effect on Gateway and
     its subsidiaries, taken as a whole; and all the outstanding shares of
     capital stock of Gateway ("Gateway Stock") have been duly authorized and
     validly issued, are fully-paid and non-assessable, and as of the date
     hereof are owned by Citadel, directly or indirectly, free and clear of all
     liens, encumbrances, security interests and claims; upon the sale of the
     Gateway Stock to the Bank as described in the Offering Circular, the Bank
     will acquire the Gateway Stock free and clear of all liens, encumbrances,
     security interests and claims;

          (d) this Agreement has been duly authorized, executed and delivered by
     Citadel;

          (e) neither Citadel nor Gateway is, or with the giving of notice or
     lapse of time or both would be, in violation of or in default under, its
     Certificate of Incorporation or By-Laws or any material indenture,
     mortgage, deed of trust, loan agreement or other material agreement or
     instrument to which Citadel or Gateway is a party or by which it or any of
     them or any

                                       13

          of their respective properties is bound, except for violations and
          defaults which individually and in the aggregate are not material to
          Citadel and its subsidiaries taken as a whole;

               (f) each of the various transactions forming a part of the
          Restructuring and the Recapitalization and all agreements relating
          thereto to which Citadel is a party ("Citadel Restructuring
          Agreements") have been duly authorized by all necessary action on the
          part of Citadel and its stockholders and when any such agreements are
          duly executed by Citadel such agreements will be valid and binding
          obligations of Citadel;

               (g) the performance by Citadel of the Restructuring and the
          Recapitalization and the Citadel Restructuring Agreements and the
          consummation of the transactions contemplated thereby will not
          conflict with or result in a breach of any of the terms or provisions
          of, or constitute a default under, any material indenture, mortgage,
          deed of trust, loan agreement or other material agreement or
          instrument to which Citadel is a party or by which Citadel is bound or
          to which any of the property or assets of Citadel is subject, nor will
          any such action result in any violation of the provisions of the
          Certificate of Incorporation or the By-Laws of Citadel or any
          applicable law or statute or any order, rule or regulation of any
          court or governmental agency or body having jurisdiction over Citadel,
          its subsidiaries or any of their respective properties; and all
          consents, approvals, authorizations, orders, registrations or
          qualifications of or with any such court or governmental agency or
          body of the United States or any State thereof required for the
          performance by Citadel of the Restructuring, the Recapitalization and
          the Citadel Restructuring Agreements and the consummation of the
          transactions contemplated thereby have been obtained and are in full
          force and effect;

               (h) there are no legal or governmental proceedings pending or, to
          the knowledge of Citadel, threatened to which Citadel or Gateway is or
          may be a party which if adversely determined could individually or in
          the aggregate reasonably be expected to have upon consummation of the
          Restructuring and the Recapitalization a material adverse effect on
          the business, prospects, management, financial position, stockholders'
          equity or results of operations of the Bank and its subsidiaries taken
          as a whole, and to the best of Citadel's knowledge, no such
          proceedings are threatened or contemplated by governmental authorities
          or threatened by others; and

                                       14

          (i) Gateway has conducted and is conducting its business so as to
     comply with all applicable statutes and regulations where the failure to so
     comply would have a material adverse effect on the Bank and Gateway taken
     as a whole; Gateway possesses such licenses, permits and other governmental
     authorizations and has made all declarations and filings with all
     governmental authorities and self regulatory organizations as are currently
     required for the conduct of its businesses (except in such cases where the
     failure to possess any such license, permit or authorization or the failure
     to make such declaration or filing would not have a material adverse effect
     on the Bank and Gateway taken as a whole), all such licenses, permits and
     other governmental authorizations and all such declarations and filings are
     in full force and effect, and Gateway is in compliance therewith in all
     material respects; and neither Citadel nor Gateway has received notice of
     any proceeding or action relating to the revocation or modification of any
     such license, permit or other governmental authorization or any such
     declaration or filing.
 
     6. The Bank hereby reaffirms the appointment of J.P. Morgan as sales agent
(the "Placement Agent") for the Offered Shares and grants to J.P. Morgan the
exclusive right to solicit offers to purchase the Offered Shares pursuant to the
terms of this Agreement. On the basis of the representations and warranties of
the Bank and Citadel contained herein, and subject to the terms and conditions
set forth herein, J.P. Morgan hereby accepts such appointment and agrees to use
J.P. Morgan's best efforts to solicit offers to purchase from the Bank all of
the Offered Shares pursuant to the terms of this Agreement.
 
     As compensation for your services in acting as Placement Agent hereunder,
you shall receive an aggregate placement agency fee of 4% of the aggregate
purchase price for all of the Offered Shares sold to investors. Such fee,
together with the 1% fee payable pursuant to clause (c)(ii)(B) under the caption
"Fees" in the Master Engagement Letter (net of a credit (i) for prior retainer
payments of $250,000 and (ii) up to $250,000 of fees and expenses actually paid
to Bear Stearns & Co. Inc. in connection with the delivery of the financial
advisory opinion referred to in Section 9(u) hereof), shall be payable by the
Bank on the Closing Date to J.P. Morgan by instructing the Escrow Agent to make
a wire transfer of immediately available funds in accordance with the terms of
the Escrow Agreement to an account specified by J.P. Morgan. The foregoing fees
shall be in addition to all other fees and other amounts payable to J.P. Morgan
by the Bank or Citadel pursuant to the Engagement Letters and this Agreement and
payment of the

                                       15

foregoing fees shall in no way limit or modify J.P. Morgan's rights under such
Engagement Letters.

     7. The Bank covenants and agrees with J.P. Morgan as follows:

          (a) to use its best efforts to cause the Form OC to become effective
     at the earliest possible time.

          (b) to deliver, at the expense of the Bank, to J.P. Morgan, two signed
     copies of the Form OC (as originally filed) and each amendment thereto, in
     each case including exhibits and, during the period mentioned in paragraph
     (e) below, to J.P. Morgan as many copies of the Offering Circular
     (including all amendments and supplements thereto) as J.P. Morgan may
     reasonably request;

          (c) before filing any amendment or supplement to the Form OC or the
     Offering Circular, whether before or after the time the Offering Circular
     becomes effective, to furnish to J.P. Morgan a copy of the proposed
     amendment or supplement for review and not to file any such proposed
     amendment or supplement to which J.P. Morgan reasonably objects;

          (d) to advise J.P. Morgan promptly, and to confirm such advice in
     writing, (i) when the Form OC shall become effective, (ii) when any
     amendment to the Form OC shall have become effective, (iii) of any request
     by the OTS for any amendment to the Form OC or any amendment or supplement
     to the Offering Circular or for any additional information, (iv) of the
     issuance by the OTS of any stop order suspending the effectiveness of the
     Form OC or the initiation or threatening of any proceeding for that
     purpose, and (v) of the receipt by the Bank of any notification with
     respect to any suspension of the qualification of the Offered Shares for
     offer and sale in any jurisdiction or the initiation or threatening of any
     proceeding for such purpose; and to use its best efforts to prevent the
     issuance of any such stop order or notification and, if issued, to use its
     best efforts to obtain as soon as possible the withdrawal thereof;

          (e) during the time when an Offering circular is required to be
     delivered under the OTS Regulations, to comply at the Bank's own expense
     with all requirements imposed upon it by the OTS and with the OTS
     Regulations and all other applicable laws, as now in effect and as
     hereafter amended, as from time to time in force, so far as necessary to
     permit the continuance of sales of

                                       16

     or dealings in the Offered Shares in accordance with the provisions hereof
     and the Offering Circular.

          (f) if, during such period of time after the first date of the public
     offering of the Offered Shares as in the opinion of counsel for J.P. Morgan
     an Offering Circular relating to the Offered Shares is required by law to
     be delivered, any event shall occur as a result of which it is necessary to
     amend or supplement the Offering Circular in order to make the statements
     therein, in the light of the circumstances when the Offering Circular is
     delivered, not misleading, or if it is necessary to amend or supplement the
     Offering Circular to comply with the Regulations, forthwith to prepare and
     furnish, at the expense of the Bank, to J.P. Morgan and to other dealers
     upon request, such amendments or supplements to the Offering Circular as
     may be necessary so that the statements in the Offering Circular as so
     amended or supplemented will not, in the light of the circumstances when
     the Offering Circular is delivered, be misleading or so that the Offering
     Circular will comply with law;

          (g) to endeavor to qualify the Offered Shares for offer and sale under
     the securities or Blue Sky laws of such jurisdictions as J.P. Morgan shall
     reasonably request and to continue such qualification in effect so long as
     reasonably required for distribution of the Offered Shares and to pay all
     fees and expenses (including fees and disbursements of your counsel)
     reasonably incurred in connection with such qualification; provided that
                                                                --------
     the Bank shall not be required to file a general consent to service of
     process in any jurisdiction;

          (h) to make generally available to its security holders and to J.P.
     Morgan as soon as practicable an earnings statement covering a period of at
     least twelve months beginning with the first fiscal quarter of the Bank
     occurring after the effective date of the Form OC, which shall satisfy the
     provisions of Rule 158 of the SEC under the Securities Act;

          (i) for a period of five years following the Closing Date, to furnish
     to J.P. Morgan copies of all reports or other communications (financial or
     other) furnished to holders of Offered Shares, and copies of any reports
     and financial statements furnished to or filed with the OTS;

          (j) for a period of 180 days after the date hereof not to offer, sell,
     contract to sell or

                                       17

     otherwise dispose of any shares of Common Stock of the Bank or any
     securities convertible into or exercisable or exchangeable for shares of
     Common Stock of the Bank without the prior written consent of J.P. Morgan
     (such Consent not to be unreasonably withheld in the case of an offering of
     Common Stock being made at the request of the OTS), other than the Offered
     Shares, the shares of Class B Common Stock issuable upon filing with the
     OTS of the Amended Charter, shares of Class A Common Stock issuable upon
     conversion of Class B Common Stock and Class C Common Stock in accordance
     with the provisions of the Amended Charter, the grant of options to
     purchase Class A Common Stock granted or to be granted to employees of the
     Bank pursuant to employee stock option plans and any shares of Class A
     Common Stock of the Bank issued under employee stock plans of the Bank.
     
          (k) to pay all costs and expenses incident to the performance of its
     and Citadel's obligations hereunder, including without limiting the
     generality of the foregoing, all costs and expenses (i) incident to the
     preparation, issuance, execution and delivery of the Offered Shares, (ii)
     incident to the preparation, printing and filing of the Form OC, the
     Offering Circular and any preliminary Offering Circular (including in each
     case all exhibits, amendments and supplements thereto), (iii) incurred in
     connection with the registration or qualification of the Offered Shares
     under the laws of such jurisdictions as J.P. Morgan may designate
     (including fees of counsel for J.P. Morgan and its disbursements), (iv)
     related to the filing with, and clearance of the offering by, the National
     Association of Securities Dealers, Inc. and (v) in connection with the
     printing (including word processing and duplication costs) and delivery of
     this Agreement, the preliminary and supplemental Blue Sky Memorandum and
     the furnishing to J.P. Morgan of copies of the Form OC and the Offering
     Circular, including mailing and shipping, as herein provided;
 
          (1) to file securities sale reports pursuant to, and at the time or
     times and in the form and manner required by, the OTS Regulations; and
     
          (m) at any time until five years from the date hereof that the Bank is
     not subject to the information and reporting requirements of 12 U.S.C. 
     (S) 563g.18 (or any successor provision), to furnish such holder of Common
     Stock within 120 days following the end of each fiscal year of the Bank
     with an annual report of the Bank containing audited consolidated financial
     statements and notes thereto, together with an opinion

                                       18

     thereon expressed by an independent public accounting firm of recognized
     standing and to furnish each holder of Common Stock within 60 days
     following the end of the first three fiscal quarters in each fiscal year of
     the Bank with quarterly reports of the Bank containing unaudited
     consolidated financial statements together with, in each case, a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations." The holders from time to time of the Common Stock shall be
     third party beneficiaries of the obligations of the Bank pursuant to this
     paragraph (m), will be entitled to enforce directly the requirements of
     this paragraph (m) and no amendment or waiver of this paragraph (m) will be
     effective without the prior written consent of the holders of a majority of
     shares of Class A Common Stock then outstanding.

          8.   During the period from the date hereof to the Closing Date
except as otherwise expressly provided in this Agreement or described in the
Offering Circular, Citadel and the Bank jointly and severally covenant and agree
that:

          (a) the Bank, its subsidiaries and Gateway shall (i) conduct their
     respective businesses in the usual, regular and ordinary course consistent
     with past practice and (ii) use their respective best efforts to maintain
     and preserve intact their respective business organizations, employees and
     material business relationships and retain the services of their respect
     officers and key employees;

          (b) the Bank and Citadel shall not take any action and shall not fail
     to act if such action or failure to act would adversely affect or delay its
     or their ability or the ability of any investor to obtain all necessary
     consents, approvals, authorizations, licenses, waivers or orders of any
     governmental authority required for the transactions contemplated by this
     Agreement or required for the transactions contemplated by Restructuring
     and Recapitalization.

          9.   The Bank, Citadel and J.P. Morgan agree that the issuance of the
Offered Shares and all of the obligations of J.P. Morgan hereunder are subject
to the performance by the Bank and Citadel of their obligations hereunder and to
the following additional conditions (the parties acknowledge that if any of
conditions (a), (f), (m), (n), (t), (u) and (v) is not satisfied, then Citadel
or Fidelity or J.P. Morgan may prevent the closing from being consummated by
giving written notice thereof to each of the other parties):

                                       19

     (a) the Form OC shall have become effective (or if a post-effective 
amendment is required to be filed under the OTS Regulations, such post-effective
amendment shall have become effective); and no stop order suspending the 
effectiveness of the Form OC shall be in effect, and no proceedings for such 
purpose shall be pending before or threatened by the OTS; and all requests for 
additional information shall have been complied with to the satisfaction of J. 
P. Morgan;

     (b) the representations and warranties of the Bank and Citadel contained 
herein are true and correct on and as of the Closing Date as if made on and as 
of the Closing Date and the Bank and Citadel shall have complied with all 
agreements and all conditions on their part to be performed or satisfied 
hereunder at or prior to the Closing Date;

     (c) subsequent to the execution and delivery of this Agreement and prior 
to the Closing Date, there shall not have occurred any downgrading, nor shall 
any notice have been given of (i) any intended or potential downgrading or (ii) 
any review or possible change that does not indicate an improvement, in the 
rating accorded any securities of or guaranteed by the Bank by any "nationally 
recognized statistical rating organization," as such term is defined for 
purposes of Rule 436(g)(2) under the Securities Act;

     (d) since the respective dates as of which information is given in the 
Offering Circular, there shall not have been any material adverse change or any 
development involving a prospective material adverse change, in or affecting the
business, prospects, management, financial position, stockholders' equity or 
results of operations of the Bank and its subsidiaries, taken as a whole, 
otherwise than as set forth or contemplated in the Offering Circular, the effect
of which in the judgment of J.P. Morgan makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the Offered Shares on the 
terms and in the manner contemplated in the Offering Circular;

     (e) J.P. Morgan shall have received on and as of the Closing Date a
certificate of an executive officer of the Bank with respect to the Bank and its
subsidiaries and a certificate of an executive officer of Citadel with respect
to Citadel, in each case satisfactory to J.P. Morgan, to the effect set forth in
subsections (a) through (c) of this Section and to the further effect that there
has not occurred any material adverse change, or any development involving a

                                      20

prospective material adverse change, in or affecting the business, prospects, 
management, financial position, stockholders' equity or results of operations of
the Bank and its subsidiaries taken as a whole from that set forth or 
contemplated in the Form OC;

      (f) J.P. Morgan shall have solicited binding offers for the purchase of at
least 20,952,381 Offered Shares;

      (g) the Bank shall have entered into two or more definitive purchase and 
sale agreements ("Bulk Sale Agreements") at or prior to the Closing Date 
pursuant to which the Bank will sell to third parties in two or more separate 
bulk sale transactions certain problem and other assets of the Bank with an 
aggregate net book value as of March 31, 1994 of approximately $465 million, 
including substantially all of the Bank's NPAs (as defined in the Offering 
Circular) which agreements shall be in full force and effect on the Closing 
Date, shall be in form and substance satisfactory to J.P. Morgan and shall 
provide for the deposit of at least 10% of the purchase price for such 
transactions prior to the closing thereof, which deposits shall have been made 
and not withdrawn;

      (h) the Bank and Citadel shall have entered into (1) a definitive purchase
and sale agreement (the "Citadel Sale Agreement") at or prior to the Closing 
Date pursuant to which the Bank will sell to Citadel (the "Citadel Sale") four 
properties (the "Properties") having an aggregate net book value at March 31, 
1994 of approximately $24.5 million for a purchase price of approximately $20.3 
million and (2) agreements ("Financing Agreements") pursuant to which the Bank 
will provide financing for the Citadel Sale, such financing to be in accordance 
with the terms of such financing described in the Offering Circular; the Citadel
Sale Agreement and the Financing Agreements shall be in form and substance 
satisfactory to J.P. Morgan; and on the Closing Date the Bank shall sell and 
Citadel shall purchase the Properties in accordance with the terms of the 
Citadel Sale Agreement and the Financing Agreements;

      (i) the Bank shall have redeemed at or prior to the Closing Date in 
accordance with the terms of the Settlement Agreement (as defined in the 
Offering Circular) the $60 million principal amount of its 11.68% subordinated 
notes outstanding pursuant to the Subordinated Loan Agreement dated as of May 
15, 1990 between the Bank, Citadel and four lenders, including The Chase 
Manhattan Bank, N.A. ("Chase"); the

                                      21

Settlement Agreement shall be in full force and effect on the Closing Date and 
shall be in form and substance satisfactory to J.P. Morgan and the Bank and 
Chase shall have taken all other actions required to be taken by them pursuant 
to the terms of the Settlement Agreement without any waiver, amendment or 
modification thereof not approved by J.P. Morgan;

      (j) prior to the Closing Date, the Bank shall have declared a dividend to 
Citadel of the Office Buildings (as defined in the Offering Circular), and on 
the Closing Date, (1) the Bank will pay and distribute the dividend of such 
Office Buildings to Citadel and (2) the Bank and Citadel will execute and 
deliver leases by the Bank of portions of such Office Buildings, such leases to 
be on the terms and conditions set forth in the Offering Circular and to be 
satisfactory in form and substance to J.P. Morgan;

      (k) immediately prior to the Closing Date, the Bank shall have transferred
to Citadel its interest in the D&O Litigation (as defined in the Offering 
Circular);

      (l) on or prior to the Closing Date, Citadel shall have sold to the Bank 
all the issued and outstanding capital stock of Gateway for a purchase price 
equal to the book value thereof;

      (m) the Amended Charter and Amended By-Laws of the Bank shall have been 
approved by the OTS and the Amended Charter shall have been duly filed with the 
OTS;

      (n) the OTS shall have approved (1) the reclassification of the Bank's 
currently outstanding common stock, par value $0.01 per share, into 6,595,624 
shares of Class B Common Stock, which number of shares may be subject to 
adjustment after the Closing Date as described in the Offering Circular; (2) 
each of the transactions described under paragraphs (h)-(m), inclusive, above 
and (3) all other matters and transactions required to consummate the 
Restructuring and Recapitalization; and J.P. Morgan shall have received evidence
of such approval;

      (o) Gibson, Dunn & Crutcher, counsel for the Bank and Citadel or, with 
respect to the opinions set forth in paragraphs (ii), (iii), (iv) and (vi) 
below, and, with respect to the matters expressed in paragraph (xx) below, 
Godfrey B. Evans, Executive Vice President, General Counsel and Corporate 
Secretary of the Bank, shall have furnished to J.P. Morgan their or his

                                      22

 
written opinions, as applicable, dated the Closing Date, in form and substance 
satisfactory to J.P. Morgan, to the effect that:

           (i) the Bank has been duly incorporated and is validly existing as a
     federally-chartered stock savings bank in good standing under the laws of
     the United States, with power and authority (corporate and other) to own
     its properties and conduct its business as described in the Offering
     Circular;

           (ii) The Bank has been duly qualified as a foreign corporation for
     the transaction of business and is in good standing under the laws of each
     other jurisdiction in which it owns or leases properties, or conducts any
     business, so as to require such qualification, other than where the failure
     to be so qualified or in good standing would have a material adverse effect
     on the Bank and its subsidiaries taken as a whole;

           (iii) the Amended Charter has been duly adopted by the Board of
     Directors of the Bank and Citadel as sole stockholder of the Bank and has
     been duly filed with the OTS;

           (iv) other than as set forth or contemplated in the Offering
     Circular, there are no legal or governmental proceedings pending or, to the
     best of such counsel's knowledge, threatened to which the Bank or any of
     its subsidiaries is or may be a party or to which any property of the Bank
     or its subsidiaries is or may be the subject which, if determined adversely
     to the Bank or such subsidiaries, could individually or in the aggregate
     reasonably be expected to have a material adverse effect on the business,
     prospects, management, financial position, stockholders' equity or results
     of operations of the Bank and its subsidiaries taken as a whole; to the
     best of such counsel's knowledge, no such proceedings are threatened or
     contemplated by governmental authorities or threatened by others; and such
     counsel does not know of any contracts or other documents of a character
     required to be filed as an exhibit to the Form OC or required to be
     described in the Form OC or the Offering Circular which are not filed or
     described as required;

           (v) Citadel has been duly incorporated and is validly existing as a
     corporation in good

                                      23

 
     standing under the laws of the State of Delaware, with power and authority
     (corporate and other) to own its properties and conduct its business as
     currently being conducted, and has been duly qualified as a foreign
     corporation for the transaction of business and is in good standing under
     the laws of each other jurisdiction in which it owns or leases properties,
     or conducts any business, so as to require such qualification, other than
     where the failure to be so qualified or in good standing would not have a
     material adverse effect on the Company and its subsidiaries taken as a
     whole; and Citadel is duly registered as a savings and loan holding company
     pursuant to 12 U.S.C.(S)1467a;

           (vi) Gateway has been duly incorporated and is validly existing as a
     corporation under the laws of the State of Delaware, with power and
     authority (corporate and other) to own its properties and conduct its
     business as currently being conducted, and has been duly qualified as a
     foreign corporation for the transaction of business and is in good standing
     under the laws of each jurisdiction in which it owns or leases properties
     or conducts any business so as to require such qualification, other than
     where the failure to be so qualified or in good standing would not have a
     material adverse effect on the Bank and its subsidiaries, taken as a whole;
     and all the outstanding shares of capital stock of Gateway ("Gateway
     Stock") have been duly authorized and validly issued, are fully-paid and
     non-assessable, and are owned by the Bank, directly or indirectly, free and
     clear of all liens, encumbrances, security interests and claims (provided
     that such counsel may assume that the Bank took delivery of such Gateway
     Stock, issued or endorsed to the Bank, in good faith and without notice of
     any adverse claim);

           (vii) this Agreement has been duly authorized, executed and delivered
     by the Bank and Citadel;

           (viii) the authorized capital stock of the Bank conforms as to legal
     matters to the description thereof contained in the Offering Circular; and,
     to the best of such counsel's knowledge except as described in or expressly
     contemplated by the Offering Circular, there are no outstanding rights
     (including, without limitation, preemptive rights), warrants or options to
     acquire, or instruments convertible into or exchangeable for,

                                      24

 
     any shares of capital stock or other equity interest in the Bank or any of
     its subsidiaries, or any contract, commitment, agreement, understanding or
     arrangement of any kind relating to the issuance of any capital stock of
     the Bank or any such subsidiary, and such convertible or exchangeable
     securities or any such rights, warrants or options;

           (ix) the only outstanding shares of capital stock of the Bank are
     6,595,624 shares of Class B Common Stock; and such shares of Class B Common
     Stock have been duly authorized and are validly issued, fully paid and non-
     assessable;

           (x) the Offered Shares to be issued and sold by the Bank pursuant to
     this Agreement have been duly authorized, and when delivered and paid for
     in accordance with the terms of this Agreement and the Investor Purchase
     Agreements, will be validly issued, fully paid and non-assessable and the
     issuance of the Offered Shares is not subject to any preemptive or similar
     rights under the Amended Charter, the Amended By-Laws and the Restructuring
     Agreements;

           (xi) the Class A Common Stock issuable upon conversion of the Class B
     Common Stock and Class C Common Stock has been duly authorized and reserved
     for issuance upon such conversion and when such Class A Common Stock is
     issued upon conversion in accordance with the Amended Charter such Class A
     Common Stock will be duly issued and fully paid and non-assessable and the
     issuance of such Class A Common Stock is not subject to any pre-emptive or
     similar rights;

           (xii) the reclassification of the Bank's existing Common Stock into
     Class B Common Stock into Class B Common Stock in accordance with the
     Amended Charter and the delivery to Citadel of certificates evidencing the
     Class B Common Stock is exempt from the registration requirements of the
     OTS Regulations;

           (xiii) the issue and sale of the Offered Shares, the reclassification
     of the Bank's existing common stock into Class B Common Stock in accordance
     with the Amended Charter, the performance by the Bank of its obligations
     under this Agreement and the consummation of the transactions contemplated
     herein will not conflict with or result in a breach of any of the terms or
     provisions of, or constitute a default under, any

                                      25

     indenture, mortgage, deed of trust, loan agreement or other agreement or
     instrument identified to such counsel by officers of the Bank as material
     in a schedule attached to such opinion and to which the Bank is a party or
     by which the Bank is bound or to which any of the property or assets of the
     Bank is subject, nor will any such action result in any violation of the
     provisions of the Amended Charter, or the Amended By-Laws of the Bank or
     any applicable law or statute or any order, rule or regulation of any court
     or governmental agency or body of the United States or the State of
     California having jurisdiction over the Bank or its properties;

           (xiv) all consents, approvals, authorizations, orders, registrations
     or qualifications of or with any court or governmental agency or body of
     the United States or the State of California required for the issue and
     sale of the Offered Shares, the reclassification of the Bank's existing
     common stock into Class B Common Stock in accordance with the Amended
     Charter, or the consummation of the other transactions contemplated by this
     Agreement have been obtained and are in full force and effect, except such
     consents, approvals, non-objections to notices, authorizations,
     registrations or qualifications as have been obtained under the OTS
     Regulations and as may be required under state securities or Blue Sky Laws
     in connection with the purchase and distribution of the Offered Shares;

           (xv) apart from this Agreement as to which an opinion is expressed in
     paragraph (vii) above, each of the various transactions forming a part of
     the Restructuring and the Recapitalization and all Restructuring Agreements
     have been duly authorized by all necessary action on the part of the Bank
     and Citadel as its sole stockholder and such agreements have been duly
     executed and delivered by the Bank and constitute valid and binding
     obligations of the Bank, enforceable in accordance with their terms except
     as their valid and binding nature or enforceability may be limited by (i)
     bankruptcy, reorganization, insolvency, liquidation or other laws affecting
     creditors' rights generally, (ii) equitable principles of general
     applicability and (iii) other customary exceptions (the parties acknowledge
     that this opinion may be delivered by counsel other than

                                      26

     Gibson Dunn & Crutcher provided such firm is entirely satisfactory to J.P.
     Morgan);

           (xvi) the performance by the Bank of the Restructuring and the
     Restructuring Agreements and the consummation of the transactions
     contemplated thereby will not conflict with or result in a breach of any of
     the terms or provisions of, or constitute a default under, any material
     indenture, mortgage, deed of trust, loan agreement or other agreement or
     instrument identified to such counsel by officers of the Bank as material
     in a schedule attached to such opinion and to which the Bank is a party or
     by which the Bank is bound or to which any of the property or assets of the
     Bank is subject, nor will any such action result in any violation of the
     provisions of the Amended Charter and Amended By-Laws of the Bank or any
     applicable law or statute or any order, rule or regulation of any court or
     governmental agency or body of the United States or the State of California
     having jurisdiction over the Bank or its properties; and all consents,
     approvals, non-objections to notices, authorizations, orders,
     registrations, or qualifications of or with any such court or governmental
     agency or body of the United States or the State of California required for
     the performance by the Bank of the Restructuring and the Restructuring
     Agreements and the consummation of the transactions contemplated thereby
     have been obtained and are in full force and effect ;

           (xviii) apart from this Agreement as to which an opinion is expressed
    in paragraph (vii) above, each of the various transactions forming a part of
    the Restructuring and the Recapitalization and all Citadel Restructuring
    Agreements have been duly authorized by all necessary action on the part of
    Citadel and its stockholders and such agreements have been duly executed and
    delivered by Citadel and constitute valid and binding obligations of
    Citadel, enforceable in accordance with their terms except as their valid
    and binding nature or enforceability may be limited by (i) bankruptcy,
    reorganization, insolvency, liquidation or other laws affecting creditors'
    rights generally, (ii) equitable principles of general applicability and
    (iii) other customary exceptions;

           (xviii) the performance by Citadel of the Restructuring and the
    Recapitalization and the Citadel Restructuring Agreements and the

                                      27

     consummation of the transactions contemplated thereby will not conflict
     with or result in a breach of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which Citadel is a party or
     by which Citadel is bound or to which any of the property or assets of
     Citadel is subject and which has been identified as material to such
     counsel by officers of Citadel in a schedule attached to such opinion, nor
     will any such action result in any violation of the provisions of the
     Certificate of Incorporation or the By-Laws of Citadel or any applicable
     law or statute or any order, rule or regulation of any court or
     governmental agency or body of the United States or the State of California
     having jurisdiction over Citadel, its subsidiaries or any of their
     respective properties; and all consents, approvals, authorizations, orders,
     registrations or qualifications of or with any such court or governmental
     agency or body of the United States or the State of California required for
     the performance by Citadel of the Restructuring, the Recapitalization and
     the Citadel Restructuring Agreements and the consummation of the
     transactions contemplated thereby have been obtained and are in full force
     and effect;

           (xix) the statements in the Offering Circular under the captions
     "Risk Factors - Certain Considerations Regarding the Restructuring and
     Recapitalization - Regulatory Limitations on Ownership; Anti-Takeover
     Provisions," "Restructuring and Recapitalization," "Business - Taxation,"
     "Business - Regulation and Supervision," "Business - Regulation of Fidelity
     Affiliates and Dividends," "Business - Federal Reserve System," "Business -
     Gateway," "Management Employment Contracts and Change in Control
     Agreement," "Certain Transactions," "Certain Federal Income Tax
     Considerations" and "Plan of Distribution," and in the Form OC in Item 14,
     insofar as such statements constitute a summary of the legal matters,
     documents or proceedings referred to therein, fairly present the
     information called for with respect to such legal matters, documents or
     proceedings; and

           (xx) such counsel (A) is of the opinion that the Form OC and the
     Offering Circular and any amendments and supplements thereto (except for
     the financial statements included therein as to which

                                      28

 
     such counsel need express no opinion) comply as to form in all material
     respects with the requirements of the OTS Regulations and (B) has no reason
     to believe that (except for the financial statements and notes thereto and
     other financial or statistical information included therein as to which
     such counsel need express no belief) the Form OC and the Offering
     Circular included therein at the time the Form OC became effective
     contained any untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and that the Offering Circular as
     amended or supplemented, if applicable, contains any untrue statement of a
     material fact or omits to state a material fact necessary in order to make
     the statement therein, in the light of the circumstances under which they
     were made, not misleading.

     Such opinions may be expressly limited to matters governed by California
and Federal law and the Delaware General Corporation Law. In rendering such
opinion, such counsel may rely (A) as to matters of fact, to the extent such
counsel deems proper, on certificates of responsible officers of the Bank,
Citadel and Gateway and certificates or other written statements of officials of
jurisdictions having custody of documents respecting the corporate existence or
good standing of the Bank, Citadel and Gateway. With respect to the matters to
be covered in subparagraph (XX) above, counsel may state that they assume no
responsibility for the accuracy or completeness of the information contained in
the Form OC and that their opinion and belief is based upon their participation
in the preparation of the Form OC and the Offering Circular and any amendment or
supplement thereto and review and discussion of the contents thereof but is
without independent check or verification except as specified.

     The opinion described in this paragraph (o) shall be rendered to you at the
request of the Bank and Citadel and shall so state therein.

     The parties hereto understand that opinions of Delaware law regarding any
authorizations of the Restructuring and Recapitalization required from the
stockholder of Citadel will be provided by Morris, Nichols, Arsht & Tunnel,
which opinions will be rendered to J.P. Morgan at the request of the Bank and
Citadel and shall so state therein.

                                      29

 
     (p) On the effective date of the Form OC and the effective date of the most
     recently filed post-effective amendment to the Form OC and also on the
     Closing Date, Deloitte & Touche shall have furnished to J.P. Morgan
     letters, dated the respective dates of delivery thereof, in form and
     substance satisfactory to J.P. Morgan, containing statements and
     information of the type customarily included in accountants "comfort
     letters" to underwriters with respect to the financial statements and
     certain financial information contained in the Form OC and the Offering
     Circular;

     (q) J.P. Morgan shall have received on and as of the Closing Date an
     opinion of Davis Polk & Wardwell, counsel to J.P. Morgan, with respect to
     the due authority and valid issuance of the Offered Shares, the Form OC,
     the Offering Circular and other related matters as J.P. Morgan may
     reasonably request, and such counsel shall have received such papers and
     information as they may reasonably request to enable them to pass upon such
     matters;

     (r) on or prior to the Closing Date, the Bank and Citadel shall have
     furnished to J.P. Morgan such further certificates and documents regarding
     their corporate organization as J.P. Morgan shall reasonably request;

     (s) J.P. Morgan shall have received copies of the executed originals of the
     Investor Purchase Agreements;

     (t) no injunction, order, decree or judgment shall have been entered by
     any court or governmental agency or body enjoining, prohibiting or
     otherwise making illegal the consummation of the offering contemplated by
     this Agreement or the transactions contemplated by the Restructuring or
     Recapitalization, nor shall any suit, action or proceeding of any kind been
     brought by any governmental agency or body or other person or entity
     seeking to enjoin, prohibit or otherwise make illegal the consummation of
     the offering contemplated by this Agreement or the transactions
     contemplated by the Restructuring or Recapitalization;

     (u) Citadel shall have received an opinion, in form and substance
     reasonably satisfactory to it, from Bear Stearns & Co. to the effect that
     sale of the Offered Shares, together with the reclassification of the
     outstanding share of common stock of the Bank into 6,595,624 shares of
     Class B Common Stock, subject to reduction as described in the Offering
     Circular, is fair, from a financial point of view, to Citadel and its
     stockholders;

                                      30

          (v) each of the requisite governmental or regulatory approvals and
     authorizations required in connection with the consummation of the
     transactions contemplated by this Agreement and the Restructuring and
     Recapitalization (including any such approvals or authorizations required
     to be obtained by investors) shall have been obtained, shall be in full
     force and effect and shall not contain any conditions or qualifications
     having in the reasonable judgment of J.P. Morgan a material adverse effect
     on the business, prospects, management, financial position, stockholders'
     equity or results of operations of the Bank and its subsidiaries taken as a
     whole;

          (w) the Stockholders Agreement dated as of June 30, 1994 between the
     Bank and Citadel, the Registration Rights Agreement dated June 30, 1994
     among the Bank, Citadel and certain holders of Class C Common Stock and the
     Tax Disaffiliation Agreement dated as of June 30, 1994 between the Bank and
     Citadel shall have been executed and delivered by the parties thereto,
     shall be in full force and effect and shall be in form and substance
     satisfactory to J.P. Morgan; and

          (x) each of the representations, warranties and covenants of the
     purchasers contained in the Investor Purchase Agreements shall be true and
     correct on the Closing Date if made on and as of the Closing Date; and such
     purchasers shall have complied with all agreements and all conditions on
     their part to be performed or satisfied thereunder at or prior to the
     Closing Date.

     10. The Bank agrees to indemnify and hold harmless J.P. Morgan and each
person, if any, who controls J.P. Morgan within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation
the reasonable legal fees and other expenses incurred in connection with any
suit, action or proceeding or any claim asserted) caused by any untrue statement
or alleged untrue statement of a material fact contained in the Form OC or the
Offering Circular (as amended or supplemented if the Bank shall have furnished
any amendments or supplements thereto) or any preliminary offering circular, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
J.P. Morgan furnished to the Bank in writing by J.P. Morgan expressly for use
therein; provided that the foregoing
         --------  

                                      31

indemnity with respect to any preliminary offering circular shall not inure to 
the benefit of J.P. Morgan (or to the benefit of any person controlling J.P. 
Morgan) if such untrue statement or omission or alleged untrue statement or 
omission made in such preliminary Offering Circular is eliminated or remedied in
the Offering Circular (as amended or supplemented if the Bank shall have 
furnished any amendments or supplements thereto) and, if required by law, a copy
of the Offering Circular (as so amended or supplemented) shall not have been 
furnished to such person at or prior to the written confirmation of the sale of 
such Offered Shares to such person.
  
     J.P. Morgan agrees to indemnify and hold harmless the Bank, its directors, 
its officers who sign the Form OC, each person named in the Offering Circular as
a person who will become a director of the Bank as of the Closing Date and each 
person who controls the Bank within the meaning of Section 15 of the Securities 
Act and Section 20 of the Exchange Act (except for Citadel and any person 
controlling Citadel), to the same extent as the foregoing indemnity from the 
Bank to J.P. Morgan, but only with reference to information relating to J.P. 
Morgan furnished to the Bank in writing by J.P. Morgan expressly for use in the 
Form OC, the Offering Circular, any amendment or supplement thereto, or any 
preliminary offering circular.

     If any suit, action, proceeding (including any governmental or regulatory 
investigation), claim or demand shall be brought or asserted against any person 
in respect of which indemnity may be sought pursuant to either of the two 
preceding paragraphs, such person (the "Indemnified Person") shall promptly 
notify the person against whom such indemnity may be sought (the "Indemnifying 
Person") in writing, and the Indemnifying Person, upon request of the 
Indemnified Person, shall retain counsel reasonably satisfactory to the 
Indemnified Person to represent the Indemnified Person and any others the 
Indemnifying Person may designate in such proceeding and shall pay the fees and 
expenses of such counsel related to such proceeding. Any delay or failure by the
Indemnified Party to provide such written notification shall only relieve the 
Indemnifying Person from its indemnification obligations hereunder to the extent
it is prejudiced by such delay or failure. In any such proceeding, any 
Indemnified Person shall have the right to retain its own counsel, but the fees 
and expenses of such counsel shall be at the expense of such Indemnified Person 
unless (i) the Indemnifying Person and the Indemnified Person shall have 
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within 
a reasonable time to retain counsel reasonably satisfactory to the Indemnified 
Person or (iii) the named parties in any such proceeding (including any impeded
parties) include both the 

                                      32

 Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Person
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for J.P. Morgan and such control persons of J.P. Morgan shall be
designated in writing by J.P. Morgan and any such separate firm for the Bank,
its directors, its officers who sign the Form OC, each person named in the
Offering Circular as a person who will become a director of the Bank as of the
Closing Date and such control persons of the Bank shall be designated in writing
by the Bank. The Indemnifying Person shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for fees and expenses of
counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Person agrees that it shall be liable for any settlement of any
proceeding effected in good faith without its written consent if (i) such
settlement is entered into more than 60 days after receipt by such Indemnifying
Person of the aforesaid request and (ii) such Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. No Indemnifying Person shall, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.

     If the indemnification provided for in the first and second paragraphs of 
this Section 10 is unavailable to an Indemnified Person or insufficient in 
respect of any losses, claims, damages or liabilities referred to therein, then 
each Indemnifying Person under such paragraph, in lieu of indemnifying such 
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or 
liabilities (i) in such proportion as is appropriate to

                                      33

reflect the relative benefits received by the Bank on the one hand and J.P.
Morgan on the other hand from the offering of the Offered Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Bank on the
one hand and J.P. Morgan on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Bank on the one hand and J.P. Morgan on the other shall be deemed to be
in the same respective proportions as the net proceeds from the offering of the
Offered Shares (before deducting expenses) received by the Bank and the
Placement Agency Fee received by J.P. Morgan, in each case as set forth in the
table on the cover of the Offering Circular, bear to the aggregate public
offering price of the Offered Shares. The relative fault of the Bank on the one
hand and J.P. Morgan on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Bank or by J.P. Morgan and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
     
     The Bank and J.P. Morgan agree that it would not be just and equitable if
contribution pursuant to this Section 10 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Person in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 10, in no event shall J.P. Morgan be required to
contribute any amount in excess of the amount by which the total price at which
the Offered Shares distributed to the public were offered to the public exceeds
the amount of any damages that J.P. Morgan has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

     The indemnity and contribution agreements contained in this Section 10 are 
in addition to any 

                                      34

liability which the Indemnifying Persons may have otherwise have to the 
Indemnified Persons referred to above.

     The indemnity and contribution agreements contained in this Section 10, the
representations and warranties of the Bank and Citadel set forth in this
Agreement and the guarantee obligations of Citadel set forth below shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of J.P. Morgan or any
person controlling J.P. Morgan or by or on behalf the Bank, its officers or
directors or any other person controlling the Bank and (iii) acceptance of and
payment for any of the Offered Shares.

     Subject to clauses (i) and (ii) below, Citadel hereby unconditionally 
guarantees the indemnity and contribution obligations of the Bank set forth in 
the first and fourth paragraphs of this section 10, provided that:

     (i) Citadel shall have no liability under this guarantee unless and until 
(A) the relevant Indemnified Person shall have obtained a final, unappealable 
judgment against the Bank in a court of appropriate jurisdiction for losses, 
claims, damages and liabilities payable by the Bank under such paragraph, (B) 
the Bank shall have failed to satisfy such judgment in whole or in part for a 
period in excess of 20 days, and (C) the relevant Indemnified Person shall have 
delivered a certified copy of such judgment to Citadel and notified Citadel in 
writing to what extent the Bank shall have failed to satisfy such judgment, and

     (ii) the liability of Citadel under this guarantee shall in any event not
exceed such portion of any such judgment as shall have remained unsatisfied at
the end of the 20-day period referred to in clause (i) (B) (the "Guaranteed
Amount").

     This is a continuing guarantee of the Guaranteed Amount and may not be
revoked. Except as expressly set forth herein, Citadel hereby waives
presentment, demand for payment or performance, notice of dishonor or
nonperformance, protest, acceptance or notice of acceptance of this guarantee
and any defenses available to it as a guarantor as a result of a modification of
the underlying obligations guaranteed so long as such modification does not
materially adversely affect the interests of Citadel. Citadel assumes the
responsibility for being and keeping itself informed of the financial condition
of the Bank and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Amount that diligent inquiry would reveal and agrees that the
Bank shall have no duty to

                                      35

advise Citadel of information regarding such condition or circumstances.

    The indemnity and contribution agreements contained herein shall be in
addition to and not in lieu of any indemnification and contribution arrangements
provided for under the terms of the Engagement Letters and this Agreement and
the indemnity and contribution agreements contained herein shall in no way limit
or modify J.P. Morgan's rights under the Engagement Letters.

    11. Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of J.P. Morgan, by notice given to the
Bank and Citadel, if after the execution and delivery of this Agreement and
prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (ii) trading of any securities of or
guaranteed by the Bank or Citadel shall have been suspended on any exchange or
in any over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the judgment of J.P. Morgan, is material and adverse and which, in the
judgment of J.P. Morgan, makes it impracticable to market the Offered Shares on
the terms and in the manner contemplated in the Offering Circular.

    12.  This Agreement shall become effective upon the later of (x) execution 
and delivery hereof by the parties hereto and (y) release of notification of the
effectiveness of the Form OC (or, if applicable, any post-effective amendment) 
by the OTS.

    13.  If this Agreement shall be terminated by J.P. Morgan because of any 
failure or refusal on the part of the Bank to comply with the terms or to 
fulfill any of the conditions of this Agreement, or if for any reason the Bank 
shall be unable to perform its obligations under this Agreement or any condition
of J.P. Morgan's obligations cannot be fulfilled, the Bank agrees to reimburse 
J.P. Morgan for all out-of-pocket expenses (including the fees and expenses of 
its counsel) reasonably incurred by J.P. Morgan in connection with this 
Agreement or the offering contemplated hereunder, provided that no such 
reimbursement shall be required if this Agreement is terminated pursuant

                                      36

 
to Section 11 or if any of the conditions specified in Sections 9(f), (s) or (x)
is not satisfied.

     14.  This Agreement shall inure to the benefit of and be binding upon the 
Bank, Citadel, J.P. Morgan, and controlling persons referred to herein and their
respective successors and assigns.  Except as provided in Section 7(m) hereof, 
nothing expressed or mentioned in this Agreement is intended or shall be 
construed to give any other person, firm or corporation any legal or equitable 
right, remedy or claim under or in respect of this Agreement or any provision 
herein contained.

     15.  All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication.  Notices to J.P. Morgan shall be given to J.P. Morgan
Securities Inc., 60 Wall Street, New York, New York 10260 (telecopy (212) 
648-5024); Attention: Syndicate Department.  Notices to the Bank shall be given 
to it at 600 North Brand Avenue, Glendale, California 91203, (telecopy (818) 
549-3773); Attention:  Godfrey B. Evans.  Notices to Citadel shall be given to 
it at 600 North Brand Avenue, Glendale, California 91203, (telecopy (818) 
549-3762); Attention:  Steven Wesson.

     16.  This Agreement may be signed in counterparts, each of which shall be 
an original and all of which together shall constitute one and the same 
instrument.  This Agreement shall be governed by and construed in accordance 
with the laws of the State of New York, without giving effect to the conflicts 
of laws provisions thereof.

                                      37

    If the foregoing is in accordance with J.P. Morgan's understanding, please 
sign and return four counterparts hereof.

                                       Very truly yours,

                                       FIDELITY FEDERAL BANK,
                                       A Federal Savings Bank

                                       By: /s/ RICHARD M. GREENWOOD
                                          ---------------------------
                                           Name: Richard M. Greenwood
                                           Title: President and Chief Executive
                                                   Officer

                                       CITADEL HOLDING CORPORATION

                                       By: /s/ RICHARD M. GREENWOOD
                                          ---------------------------
                                           Name: Richard M. Greenwood
                                           Title: President and Chief Executive
                                                   Officer

Accepted: July 12, 1994

J.P. Morgan Securities Inc.

By: /s/ KENNETH S. MCCORMICK
   ---------------------------
    Name: Kenneth S. McCormick
    Title: Managing Director

                                      38

                                                                   EXHIBIT 10.36

                             FIDELITY FEDERAL BANK
                           600 North Brand Boulevard
                           Glendale, California 91209

                                 August 3, 1994

Citadel Realty, Inc.
600 North Brand Boulevard
Glendale, California 91209
Attention: Mr. Steve Wesson

                Re:  Real Estate Purchase Agreement (the "Purchase Agreement")
                     dated as of August 3, 1994, by and between Fidelity Federal
                     Bank, as Seller, and Citadel Realty, Inc., as Purchaser

Gentlemen:

     This letter is written with reference to the above-described Purchase
Agreement, and constitutes a supplement and amendment to the Purchase Agreement.

     The parties to the Purchase Agreement acknowledge and agree that the Deeds
have been recorded in the Counties in which the REO Properties are located,
notwithstanding the fact that the cash portion of the Purchase Price has not
been paid. The parties acknowledge and agree that the Purchase Agreement creates
an enforceable obligation on the part of Purchaser to pay the cash balance of
the Purchase Price to Seller, which such amount is required to be paid on August
4, 1994. The Purchaser Notes and the Purchaser Mortgages have been duly executed
and delivered as of the date hereof.

     Notwithstanding the foregoing, in the event that the cash portion of the
Purchase Price is not funded on August 4, 1994, then the acquisition of the REO
Properties by the Purchaser shall be automatically rescinded, the Purchaser
shall promptly reconvey all of its right, title and interest in and to the REO
Properties to Seller, the Seller shall reconvey the Purchaser Mortgages and
cancel the Purchaser Notes, and the parties hereby agree to take all such
further acts and execute all such further documents as may be reasonably
necessary, at the request of the other party, to

 
Citadel Realty, Inc.
August 3, 1994
Page 2

cancel and rescind the transactions taken under the Purchase Agreement.

     Except as set forth herein, the Purchase Agreement remains unmodified and
in full force and effect. If this letter agreement comports with your
understanding, please execute and return a copy to us for our files.

                                              Very truly yours,

                                              FIDELITY FEDERAL BANK, a
                                              Federal Savings Bank

                                              By: /s/ GODFREY B. EVANS
                                                 ---------------------------
                                              Its: Executive Vice President
                                                    and Secretary
                                                   -------------------------
                                              Agreed to this 3rd day of
                                              August, 1994.

                                              CITADEL REALTY, INC.,
                                              a Delaware corporation

                                              By: /s/ STEVE WESSON
                                                 ---------------------------
                  
                                              Its: President and Secretary
                                                  --------------------------