FINANCIAL COVENANTS

                                                                    Exhibit 10.3


                                    EXHIBIT B

                               FINANCIAL COVENANTS

Borrower shall remain in compliance with the following financial covenants:

1.       SENIOR DEBT TO CAPITAL  SHALL NOT EXCEED 3.0.  Except  however,  Lender
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         agrees to forebear Xxxxxxxx's  non-compliance with this covenant during
         the first 5 months of Xxxxxxxx's operations.
2.       Senior Debt shall consist of all of Borrower's  liabilities except debt
         which  has  been   specifically   subordinated.   Capital  consists  of
         Xxxxxxxx's equity plus subordinated debt.
3.       Borrower  shall  not  cause  or  allow  any  material  disbursement  or
         distribution  of funds to any  party  except  in the  normal  course of
         business and as generally outlined in Borrower's Business Plan.
4.       Borrower shall pay all costs associated with the administration of this
         line.


                              REPORTING OBLIGATIONS

Borrower   shall  provide  to  Lender  any  and  all  financial  and  collateral
information that Lender may reasonably request, including:

a.       Monthly  Compliance   Certificate.   b.  Monthly  internally   prepared
         financial statements.
c.       Monthly  internally  prepared  collateral reports showing the amount of
         line advances and the  identification,  status and  eligibility  of all
         real estate loans.
d.       Fiscal year end financial statements, audited by an acceptable CPA.



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Warehousing Line of Credit Promissory Note - Exhibit B               Page 1 of 1