Deed Of Trust Note Date February 19, 1999

DEED OF TRUST NOTE
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$3,700,000.00 Irvine, California February 19, 1999


1. AGREEMENT TO PAY. FOR VALUE RECEIVED, FIRST ALLIANCE MORTGAGE COMPANY, a California corporation ("BORROWER"), hereby promises to pay to the order of THE OHIO NATIONAL LIFE INSURANCE COMPANY, an Ohio corporation ("LENDER"), in the manner hereinafter provided, the principal sum of THREE MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($3,700,000.00), or so much thereof as may be advanced, with interest on the principal amount outstanding from time to time from date of disbursement until maturity at the rate of six and nine tenths percent (6 9/10%) per annum, payable on the first day of each and every month of the term hereof in lawful money of the United States of America, as follows:


(a) Interest only shall be due on the first day of the month
following the date ("DISBURSEMENT DATE") on which the principal sum of
the loan evidenced by this Note is disbursed for the period of time
commencing with the Disbursement Date through the end of the month in
which the Disbursement Date occurs.


(b) Commencing on the first day of the second month after the
Disbursement Date, monthly installments of principal and interest shall
be due and payable in the amount of TWENTY EIGHT THOUSAND FOUR HUNDRED
SIXTY FIVE AND NO/100 DOLLARS ($28,465.00) each, such payments to
continue monthly thereafter on the first day of each succeeding month
until the first day of March, 2009, when the balance of said principal
sum with all accrued and unpaid interest thereon shall be due and
payable.


(c) Interest hereunder shall be calculated on a year of 360 days and
a month of 30 days but accrued on the actual number of days elapsed.
The monthly payments of combined principal and interest of this Note
are based on a twenty (20) year amortization that results in the final
installment being a balloon payment of the entire unpaid principal
balance and accrued but unpaid interest.


2. ALLOCATION OF PAYMENTS. All such monthly payments on account of the indebtedness evidenced by this Note as first set forth above shall be applied, in the following order, to: (a) Late Charges (as defined in paragraph 5 hereof), interest at the Default Rate (as defined in paragraph 6 hereof) and prepayment premiums, (b) interest at the rate set forth in paragraph 1 hereof on the unpaid principal balance, and (c) the payment of the monthly installment attributable to principal based upon an amortization schedule of twenty (20) years.


3. PLACE OF PAYMENT. Each and all of said payments of principal and interest shall be made payable at the office of GMAC Commercial Mortgage Corporation, P.O. Box 100116, Pasadena, California 91189-0116, or at such place as Lender may, from time to time, in writing appoint.


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4. PREPAYMENT PRIVILEGES AND RESTRICTIONS.


(a) Borrower shall have no right to prepay the principal sum, or any
part thereof, or any interest thereon, except as set forth in this
Note. There is hereby reserved to Borrower the right and privilege of
prepaying the entire principal balance (but not less than the entire
principal balance) and all accrued and unpaid interest thereon at any
time on payment of a premium equal to the greater of (i) one percent
(1%) of the then outstanding principal balance of this Note, or (ii)
the "Discounted Yield Maintenance Prepayment Fee". In addition,
Borrower shall have the right to prepay without premium the entire
principal balance and all accrued and unpaid interest thereon during
the last 90 days of the term of this loan.


(b) The "DISCOUNTED YIELD MAINTENANCE PREPAYMENT FEE" shall mean an
amount calculated by applying the Treasury Security rate to the amount
of principal so prepaid from the date of such prepayment to the date of
the maturity of this Note and shall be equal to the positive difference
between the interest rate of this Note and the Treasury Yield, divided
by 12, multiplied by the then outstanding principal balance of this
Note to arrive at the monthly payment differential. The present value
of the series of the monthly payment differentials for the number of
whole and partial months from the prepayment date to the maturity date
of this Note using the Treasury Yield as the discount rate compounding
monthly shall then be calculated. The resulting sum of the discounted
monthly prepayment differentials will be the Discounted Yield
Maintenance Prepayment Fee.


(c) As used herein, the term "TREASURY YIELD" means, with respect to
any prepayment, the per annum yield to maturity of Treasury Securities
as published in the Wall Street Journal on the seventh (7th) business
day prior to the date of prepayment. As used herein, the term "TREASURY
SECURITY" means, with respect to any prepayment, U.S. Treasury bills,
notes or bonds, as the case may be, having a coupon interest rate and
maturity rate most closely equivalent to the maturity date of this
Note.


(d) All such elective prepayments as above set forth may be made
only on the first business day of a calendar month and on sixty (60)
days prior written notice to Lender.


(e) In case a default shall occur hereunder, a tender of payment by
Borrower, or its successors or assigns, or anyone on its or their
behalf, of the amount necessary to satisfy the entire indebtedness
evidenced hereby prior to a foreclosure sale shall constitute an
evasion of the prepayment provisions of this Note and constitute a
voluntary prepayment, and in such case any such tender of payment shall
include a prepayment premium calculated in accordance with this
paragraph 4.


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