PREMIER MORTGAGE RESOURCES INC, 10SB12G, 1999-11-08

PREMIER MORTGAGE RESOURCES INC
10SB12G, 1999-11-08
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Premier Mortgage Resources, Inc.
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(Name of Small Business Issuer in its charter)

New York 88-0343833
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

280 Windsor Highway New Windsor, NY 12553
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(Address of principal executive offices) (Zip Code)

Issuer's telephone number (914) 561-7770
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Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

- ------------------------------------- -------------------------------------

Securities to be registered under Section 12(g) of the Act:

Common Stock
- --------------------------------------------------------------------------------
(Title of class)

- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I PAGE

<S> <C> <C>
Item 1 Description of Business 4

Item 2 Management's Discussion and Analysis or Plan of Operation 11

Item 3 Description of Property 14

Item 4 Security Ownership of Certain Beneficial
Owners and Management 16

Item 5 Directors, Executive Officers, Promoters and Control Persons 17

Item 6 Executive Compensation 19

Item 7 Certain Relationships and Related Transactions 20

Item 8 Description of Securities 20

PART II

Item 1 Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters 22

Item 2 Legal Proceedings 23

Item 3 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 23

Item 4 Recent Sales of Unregistered Securities 24

Item 5 Indemnification of Directors and Officers 25
</TABLE>

FINANCIAL STATEMENTS

See attached Financial Statements

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EXHIBIT INDEX

<TABLE>
<CAPTION>
No. Description of Exhibit
- --- ----------------------

<S> <C>
3.1 Articles of Incorporation of Mortgage Resources, Inc., dated August 17, 1995

3.2 Articles of Amendment, dated October 16, 1995

3.3 Annual List, changing corporate name to Premier Mortgage Resources, Inc., dated August 20, 1997

3.4 Certificate of Reinstatement, dated August 20, 1997

3.5 Bylaws of Mortgage Resources, Inc.

3.6 Articles of Incorporation of United National, Inc., dated November 21, 1997

3.7 Articles of Organization of United National Mortgage, LLC, dated October 2, 1996

3.8 Certificate Of Amendment to Articles of Organization of United National Mortgage, LLC, dated February 3, 1998

3.9 Operating Agreement of United National Mortgage, LLC, dated July 1, 1996

3.10 LLC Interest Acquisition Agreement

10.1 Reorganization Agreement, dated July 2, 1998

10.2 Agreement to Sell Stock, dated April 22, 1998

10.3 Indemnification Agreement with Donald Wilen

10.4 Indemnification Agreement with Joseph Cilento

10.5 Indemnification Agreement with William "Rudy" Scott

10.6 Sample Net Branch Agreement

21.1 Subsidiaries of Registrant

23.1 Consent of Auditors

27 Financial Data Schedule
</TABLE>

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<PAGE> 4
PART I

ITEM 1. DESCRIPTION OF BUSINESS

Office

We currently maintain our principal office at 280 Windsor Highway, New Windsor,
New York 12553 where our telephone number is (914) 561-7770 and our facsimile
number is (914) 561-7748.

Organization/Historical Background

The Company was originally incorporated in Nevada on August 17, 1995 as
"Mortgage Resources, Inc." The Company was inactive following its organization
and its charter was revoked on April 26, 1997 by the State of Nevada for failure
to file its 1996-1997 Annual List of Officers and Directors. Its charter was
reinstated on August 20, 1997; however, during the period that its charter was
revoked another corporation had taken the name "Mortgage Resources, Inc." and,
therefore, the Company changed its name to "Premier Mortgage Resources, Inc." in
order to secure reinstatement.

On April 22, 1998 (formalized on June 9, 1998) the Company entered into an
Agreement and Plan of Reorganization with Donald S. Wilen, the sole stockholder
of United National, Inc., the manager and holder of a 2% interest in United
National Mortgage, LLC, a mortgage banker. On July 2, 1998, under that Plan,
which was structured as a tax-free, stock-for-stock exchange pursuant to Section
358(a)(1)(B) of the Internal Revenue Code, the Company acquired all of the
issued and outstanding shares of United National, Inc. in exchange for the
issuance of 2,666,667 shares of the Company's Common Stock.

United National, Inc. was incorporated in the State of Nevada on November 21,
1997, and is a wholly owned subsidiary of the Company. It performs all of the
loan processing and telemarketing services for United National Mortgage, LLC
("UNM"). UNM and it owns a 2% ownership in interest in UNM. United National,
Inc. has entered into an agreement with UNM to acquire all of the ownership
interest of UNM for nominal consideration immediately upon approval of the New
York Banking Department of the change in control.

United National Mortgage, LLC is a New York limited liability company engaged
in the mortgage banking business. As such, it is licensed by the New York State
Department of Banking which requires that the owner of 9% or more of a mortgage
banker be pre-approved by it. Pending approval by the New York State Department
of Banking of the change in control, Donald Wilen, continues to own the 98%
interest, and United National Inc. owns 2%. Donald Wilen will transfer his
interest to United National, Inc. upon regulatory approval of the ownership
change, without the payment of any further consideration.

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<PAGE> 5
Business- Corporate Structure

We are a holding company providing services and financing to our subsidiary,
United National, Inc. United National, Inc. provides marketing and processing
services to United National Mortgage, LLC which offers mortgage banking.

Business Operations

Premier Mortgage Resources, Inc. - Parent

Premier Mortgage Resources, Inc is organized to act as a holding company
responsible inter alia for raising funds for United National, Inc. and UNM. As a
holding company, Premier Mortgage Resources, Inc. will provide certain staff
functions to its subsidiaries, but will not have any business operations. All
business operations will be conducted by UNM, which will perform all line
functions. The staff functions which the Company will supply to its subsidiaries
will include overall management, strategic direction, financing, legal services,
accounting and related services including cash management and budgeting,
marketing, and public relations/advertising.

United National, Inc. - First Tier Subsidiary

United National, Inc., now a wholly owned subsidiary of Premier Mortgage
Resources, Inc., is responsible for telemarketing and lead generation for UNM.
United National, Inc. also processes customer files for UNM.

United National Mortgage, LLC, Second Tier Subsidiary To-Be-Acquired

Although the legal transfer of ownership is pending approval by the New York
State Department of Banking, United National Mortgage, LLC is managed as a
wholly owned subsidiary of United National, Inc., and operates as the mortgage
banking division of Premier Mortgage Resources, Inc. UNM is actively building a
network of offices around the country by seeking existing mortgage brokers or
bankers interested in becoming representative offices of UNM, called "Net
Branches." Presently, UNM has six (6) Net Branches, and is negotiating with
approximately twelve (12) others.

Upon becoming a Net Branch, the broker or banker is provided with: (i) the right
to use the name United National Mortgage, LLC, which provides national exposure
for the broker or banker (through UNM's advertising and marketing efforts); (ii)
the use of the UNM's central computer system and other technology; (iii)
staffing and hiring of the staff of each Net Branch by UNM; and (iv) employee
benefits.

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General Business Plan of UNM

United National Mortgage, LLC is in the residential and wholesale mortgage
banking business. Its primary focus has been the retail and wholesale
origination and the sale of mortgage loans for one-to-four family properties.
UNM is an approved loan correspondent with approximately twenty lenders such as
Countrywide Credit, Flagstar Bank, Provident Bank, Interfirst, IndyMac, Alliance
Mortgage, and other national prime and subprime mortgage lenders. UNM is able to
originate and close loans on behalf of these investors for sale to them on an
individual closed loan basis subject to the prior approval of the borrower's
overall credit ability by that investor.

UNM has a pending application for approval as a mortgage loan seller/service
with the Federal Home Loan Mortgage Corporation ("FHLMC" or "Freddie Mac") and
with the Federal National Mortgage Association ("FNMA" or "Fannie Mae"). In
addition, UNM intends 6to file an application for certification as an approved
mortgagee by the Federal Housing Administration ("FHA") and the Department of
Veteran's Affairs ("VA"). We are uncertain that these approvals will be
obtained.

UNM's strategy is to expand its retail and wholesale loan origination business.
Increased loan origination will expand its revenue base. UNM intends to continue
to sell loans after closing to permanent investors and does not foresee holding
onto the servicing rights of these mortgages. As a result, the company will be
able to realize immediate cash from the sale of these mortgage servicing rights.
Further, UNM will not have to consider the possible runoff of the servicing
portfolios due to refinancing of the underlying mortgages in a declining
interest rate environment.

Management of UNM believes that its business plan of combining expanded loan
origination along with the Company's continuing objective of improving operating
efficiencies will place it in a strong competitive position in the mortgage
industry.

The Retail Origination Division

Retail loan origination involves the direct solicitation of realtors, builders
and other end borrowers for the origination of mortgage loans. UNM derives
revenues from the premium that is received from the purchase of the loan.
Additionally, UNM derives revenues from fees charged directly to customers.
Generally, that premium is shared on a negotiated basis with loan officers who
procure the loan and assist in the loan origination process. UNM's principal
method of conducting retail originations is through the "Net Branch" concept, as
discussed earlier, which entails partnering with established mortgage brokers
who join the company as UNM employees and conduct their retail origination
activities under the UNM name. In turn, UNM provides access to processing,
underwriting and closing support functions as well as success to expanded
product offerings in all states where UNM is licenced to transact mortgage
business. Net Branch managers agree contractually to absorb the costs of their
local branch operating costs such as payroll, use and occupancy and general and
administrative costs associated with the operations of their local branch.
Revenues from closed loan transactions are then contractually split with the Net
Branch operator and the Company using predetermined formulas. UNM believes that
its strategy of

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expanding its retail presence through the "Net Branch" concept will allow it to
expand more quickly in designated markets without the commitment to absorb local
branch operating costs. This allows UNM greater flexibility to expand or contact
retail operations as business volumes rise and fall due to business conditions
or the rise or fall in interest rate levels

UNM sells substantially all of the mortgage loans that it produces. It sells
these loans to investors (which may include broker/dealers, banks, thrifts,
insurance companies, and state and local housing finance agencies), either as
individual loans or pursuant to certain bulk purchase commitments.

UNM also nominally engages in the origination and brokerage of loans on
commercial real estate assets, including shopping centers office properties and
other commercial loans. It typically brokers (e.g. arranges for the loan from
third-party lenders) these transactions. Transactions to date have not been
material to UNM's results of operations. UNM's loan origination activities are
conducted trough its corporate headquarter offices in New Windsor, New York.
Current branch operations are located in New York, Massachusetts and Illinois.

The Wholesale Origination Division

Wholesale loan origination involves the purchase of loans from mortgage brokers.
UNM realizes revenue from the sale of such loans to investors for a price
greater than the amount paid to the mortgage broker. UNM generally sells the
loans to investors at pre-approved purchase prices which serves to reduce the
risk of a loss on such sale(s). Wholesale loan origination tends to generate
less revenues on a per transaction basis than retail origination, but expansion
into the wholesale sector is less costly than retail origination because
wholesale origination does not require the establishment of costly office space
and the related overhead expense. The operation structure enables UNM to quickly
enter new markets.

Loan Servicing

UNM's current plans do not include the servicing of loans that it originates
since it plans to sell the servicing rights on loans it originates in order to
generate additional cash flow on a current basis. Loan servicing consists of
collecting principal and interest payments from borrowers, remitting aggregate
principal and interest payments to investors, making cash advances when
required, accounting for principal and interest, collecting funds for payment of
mortgage-related expenses, such as taxes and delinquent mortgagors, conducting
foreclosures and property dispositions in the event of unremedied defaults and
generally administering the mortgage loans.

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Quality Control

In order to ensure that UNM originates high quality mortgage loans, it has
retained the services of a quality control company with an industry wide
reputation to conduct evaluations of the LLC's loan origination activities on a
monthly basis.

Competition

The mortgage banking industry is highly competitive. UNM competes with other
financial providers who have greater technical expertise, financial resources
and marketing capabilities than United National, Inc. and UNM. We are uncertain
that UNM will be able to overcome competitive disadvantages it will face as a
small start up company with limited capital. Our competitors include
institutions, such as mortgage banks, state and national banks, savings and loan
associations, savings banks, credit unions and insurance companies and mortgage
bankers. Some of UNM's competitors have financial resources that are
substantially greater than those of UNM, including some competitors which have a
significant number of offices in areas where UNM conducts its business. UNM
competes principally by offering loans with competitive features, by emphasizing
the quality of its services and by pricing its range of products at competitive
rates.

Although the mortgage business is competitive, it is also fragmented in that no
single lender has a significant market share of total origination volume.
Overall mortgage origination volume is shared in varying percentages among
commercial banks, savings and loan and mortgage banking companies. Historically,
mortgage banks have had an estimated twenty to thirty percent share of total
orientation volume. Commercial banks, savings banks, savings and loan
associations and mortgage banking companies service the bulk of residential
mortgages. Management of UNM does not anticipate any significant changes in the
market share described above in the near term.

Number of Employees

Premier Mortgage Resources, Inc. is a holding company and has no employees.
United National, Inc. also has no employees, but it utilizes telemarketing and
support personnel from UNM. Presently, UNM has 35 employees working in the
departments listed below. Three members of the telemarketing staff are part
time, and the remaining employees in all departments are full time employees.
These numbers include Net Branch personnel.

<TABLE>
<CAPTION>
Department/Job Function Number of Employees
- ----------------------- -------------------

<S> <C>
Executives 3
Loan Officers 20
Support Staff 12
--

Total 35
</TABLE>

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<PAGE> 9
Cautionary Factors That May Affect Future Results

This registration statement contains some forward-looking statements.
"Forward-looking statements" describe our current expectations or forecasts of
future events. These statements do not relate strictly to historical or current
facts. In particular, these include statements relating to future actions,
prospective products, future performance or results of current and anticipated
products, sales, efforts, the outcome of contingencies and financial results.
Any or all of the forward-looking statements we make may turn out to be wrong.
They can be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Many factors, such as product acceptance,
competition and marketing capabilities, will be important in determining future
results. Consequently, no forward-looking statements can be guaranteed.
Actual future results may vary materially.

We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any future disclosures we make on related subjects
in our 10-QSB, 8-KSB, and 10-KSB reports to the SEC.

We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially
from expected results. Other factors besides those listed here could adversely
affect us.

Limited Operating History. Although we were organized in August 1995, we had no
business operations until the acquisition of United National, Inc. on July 2,
1998. United National, Inc.'s operating "subsidiary," United National Mortgage,
LLC has been in business since October 1996. That limited liability company is
the entity which produces the revenues for the Company group and it has not yet
been profitable. Accordingly, investors should consider us to be essentially a
new, developing company. As a new, developing company, our operations are
subject to all of the risks inherent in the establishment of a new business
enterprise, including the lack of significant operating history. There can be no
assurance that our future operations will be profitable. Revenues and profits,
if any, will depend upon various factors, including our ability to finance
mortgage loans, secure mortgage loan applications, process mortgages, and
generally do business in a sufficient volume to provide sufficient cash margins
to cover our operating costs. Our securing of sufficient capital is crucial.
Without sufficient capital we cannot meet our projected goals or accomplish our
business plans; and such failure could have a material adverse affect on us and
the value and price of our publicly traded securities.

Liquidity and Working Capital Risks; Need for Additional Capital to Finance
Growth and Capital Requirements. We will seek additional funds and seek to raise
additional capital from public or private equity or debt sources to: (i) provide
working capital to meet our general and administrative costs until net revenues
make the business self-sustaining; (ii) make acquisitions of existing mortgage
brokers, mortgage processors, and mortgage bankers; and (iii) exploit and expand
such acquisitions. We cannot give assurance that we will be able to raise any
such capital on terms acceptable to us or at all. Such financing may be upon
terms that are dilutive or potentially dilutive to our stockholders. If
alternative sources of financing are required, but are

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insufficient or unavailable, we will be required to modify our growth and
operating plans in accordance with the extent of available funding.

Effect of our future Issuance of Preferred Stock. Our authorized capital
consists of 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock. Our Board of Directors, without any action by our shareholders, is
authorized to designate and issue shares of Preferred Stock in such series as it
deems appropriate and to establish the rights, preferences and privileges of
such shares, including dividends, liquidation and voting rights. The rights of
holders of shares of Preferred Stock that may be issued in the future may be
superior to the rights granted to the holders of the then existing shares of
Common Stock. Also, the ability of the Board of Directors to designate and issue
such undesignated shares could impede or deter an unsolicited tender offer or
takeover proposal regarding us and the issuance of additional shares having
preferential rights could adversely affect the voting power and other rights of
holders of our Common Stock.

Limitation of Liability and Indemnification of Officers and Directors. Our
officers and directors are required to exercise good faith and high integrity in
the management of Company affairs. Our Articles of Incorporation provide,
however, that the officers and directors shall have no liability to the
shareholders for losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated it in
good faith, engaged in intentional misconduct or knowingly violated the law,
approved an improper dividend or stock repurchase, or derived an improper
benefit from the transaction. As a result, a purchaser of the shares may have a
more limited right to action than he would have had if such provision were not
present. Our Articles and By-Laws also provide for the indemnification by the
Company of the officers and directors against any losses or liabilities they may
incur as a result of the manner in which they operate the Company's business or
conduct the internal affairs, provided that in connection with these activities
they act in good faith and in a manner which they reasonably believe to be in,
or not opposed to, the best interests of the Company, and their conduct does not
constitute gross negligence, misconduct or breach of fiduciary obligations. To
further implement the permitted indemnification, we have entered into Indemnity
Agreements with our current officers and directors and we will provide similar
agreements for future officers and directors.

Dependence on Key Personnel. Our future success will depend largely on the
efforts and abilities of our management, including especially Messrs. Wilen,
Scott and Cilento. The loss of any of them or the inability to attract
additional, experienced management personnel could have a substantial adverse
affect on the Company; we have not obtained "key man" insurance policies on any
of our management and do not expect to obtain it on any of our future management
personnel, as employed. Our ability to implement our strategies depends upon our
ability to attract highly talented managerial personnel. There can be no
assurance that we will attract and retain such employees in the future. The
inability to hire and/or loss of key management or technical personnel could
materially and adversely affect our business, results of operations and
financial condition.

Government Regulation. Our mortgage banking business is subject to substantial
government regulation. We are required to secure and maintain various licenses
from each state in which we conduct business. In addition, our business
operations will be subject to all government regulations normally incident to
conducting business (e.g., occupational safety and health acts,

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workmen's compensation statutes, unemployment insurance legislation, income tax
and social security laws and regulations, environmental laws and regulations,
consumer safety laws and regulations, etc.) as well as to governmental laws and
regulations applicable to small public companies and their capital formation
efforts. Although we will make every effort to comply with applicable laws and
regulations, we can provide no assurance of our ability to do so, nor can we
predict the effect of those regulations on our proposed business activities.

Anticipated Operating Losses. Assuming that we can obtain the financing to make
acquisitions and exploit them, we most likely will continue to suffer operating
losses until we can achieve a sufficient volume of mortgage loans to cover our
operating costs.

Competition. The mortgage banking market is extremely competitive. UNM competes
with other financial providers who have greater technical expertise, financial
resources and marketing capabilities than United National, Inc. and UNM. UNM
will be able to overcome competitive disadvantages it will face as a small start
up company with limited capital.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and summary of selected financial data for
United National Mortgage, LLC ("UNM") as shown below. This discussion should not
be construed to imply that the results discussed herein will necessarily
continue into the future, or that any conclusion reached herein will necessarily
be indicative of actual operating results in the future. Such discussion
represents only the best present assessment of the management of the Company.

Overview

The Company is a holding company which has no business activities itself and
provides support (staff) functions to its subsidiaries. Its first tier
subsidiary, United National, Inc., is engaged in providing various telemarketing
and mortgage processing services on behalf of UNM. As such, it is wholly
dependent on UNM and the level of its core business activity for its own
revenues. United National, Inc. derives its revenues from performing
telemarketing services in which phone calls are placed to prospective borrowers
to solicit mortgage business. It absorbs all the cost of the telemarketing
operation, including, but not limited to, payroll, payroll benefit costs, rent
and general and administrative costs. It then bills UNM for calls made at a
contractually agreed upon rate. It also derives revenues by billing UNM at a
contractually agreed upon rate for mortgage loan processing. Our expenses
include the payroll cost, leased space, and general and administrative costs of
mortgage personnel engaged in these activities.

However, these transactions between United National, Inc. and UNM are of an
inter-company nature and therefore do not form the basis for a more complete
understanding of the nature of the core mortgage banking activities of UNM. The
results of UNM are currently not combined into our results. Upon approval of the
change in control by the New York State Banking Department, as discussed
elsewhere in this document, the remaining 98% of UNM will be transferred to
United

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National, Inc. At that time, our results of operations will include the results
of operations of UNM and thereby give the reader a more complete understanding
of UNM's core business.

Analysis of Premier Mortgage Resources, Inc.

The revenues of Premier Mortgage Resources, Inc. were $121,210 for calendar
1998. There was insignificant revenue or activity in 1997. For the nine months
ending September 30, 1999, our revenues were $197,040. The increase in 1999
interim over 1998 interim is due in part to higher revenue billings to UNM by
us for telemarketing and also processing services. This is due to the higher
number of hours accumulated calls received, and also due to increased payroll
costs for processing services which can be billed to UNM for reimbursement.

Total expenses for Premier were $254,825 for calendar 1998. There were no
significant expenses in calendar 1997. For the nine months ending September 30,
1999, total expenses were $341,265. Selling, general and administrative
expenses for interim 1999 increased over interim 1998 due to a higher number of
employees on payroll who perform telemarketing and mortgage banking services on
behalf of UNM.

Analysis of United National Mortgage, LLC ("UNM")

As discussed elsewhere in this document, our operations and potential for
success is largely based upon the outcome of operations for the core mortgage
banking business of UNM.

UNM is engaged in the business of mortgage banking and is focused on expanding
its origination of residential mortgage loans.

UNM intends to expand its mortgage origination business through its retail
branch network, direct telemarketing and wholesale mortgage banking. The Company
is in the process of developing an Internet based direct origination capability.

The Company sells the loans it originates as well as the related servicing
rights to institutional buyers. There are no plans, at present, to hold onto
loans for investment purposes. The Company is dependent on the sale of its loans
into the secondary market in order to generate cash to support operating costs.

The main focus of the Company is to attract successful mortgage brokerage
operations into the Company in key markets through the "Net Branch" concept. The
Corporate Mission of the Company is to build a national network of mortgage
brokers all working under the United National Mortgage corporate name which will
provide marketing, technology and business systems to Uniteds' broker partners;
and further, to rapidly grow into a mortgage institution national in scope by
attracting the best available mortgage personnel.

In addition, the Company expects to expand its consumer-direct telemarketing
call center. The Company also intends to solicit mortgage loans through a
"wholesale" mortgage strategy whereby

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loans are originated through "third-party" licensed mortgage brokers and
submitted to UNM for prior approval and funding. We also intend to acquire
mortgage banks which meet our expansion criteria.

Other traditional origination channels which we plan to use include:
- - Open new retail branch offices in selected markets
- - Hire additional loan officers to solicit loans
- - Increase consumer awareness of United through direct advertising and
marketing.
- - Selectively consider and pursue strategic alliances with national-based
referral sources such as affinity groups, trade associations, etc.
- - Strategic acquisitions of mortgage companies in the industry

Selected Summary Financial Data Of United National Mortgage, LLC

<TABLE>
<CAPTION> YEAR ENDED: 9 MOS. ENDED:
------------------------ --------------------------
DEC. 31, DEC 31, SEPT. 30 SEPT. 30
1998 1997 1999 1998
-------- ------- -------- --------
(Unaudited) (Unaudited)

<S> <C> <C> <C> <C>
Income Statement Data:
Mortgage Fee Income $ 628,930 $ 68,586 $ 652,039 $ 535,490

Selling, General and
Administrative Expenses 1,269,653 335,473 1,245,347 1,027,258

(Loss) Before Income Taxes (640,723) (266,887) (593,308) (491,768)
Net Loss $ (640,723) $ (266,887) $ (593,308) $ (491,768)
Unrealized (Loss) on Securities (124,338) - - - - - - - - -
Comprehensive Loss (765,061) (266,887) (593,308) (491,768)

Balance Sheet Data:
Cash & Cash Equivalents $ 161,438 $ 516,442 $ 123,150 $ 57,176
Mortgage Loans Held for Sale, Net 1,681,132 169,658 647,693 1,917,785
Total Assets 2,571,604 731,010 1,456,814 2,909,971
Warehouse Line of Credit Payable 1,703,926 174,200 509,781 1,776,106
Other Liabilities 568,557 169,321 621,247 778,356
Total Stockholder Equity 299,121 87,489 325,786 355,509

Operating Data:
Total Mortgage Originations
(in thousands) $ 24,000 $ 4,000 $ 33,000 $ 17,500
</TABLE>

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Revenue from the sale of mortgages and brokerage and ancillary income for the
calendar year ended December 31, 1998 was $579,944. These revenues are derived
from origination fees, discount points, service released premium and ancillary
fee income from residential mortgage transactions. Interest income was $48,986
for the same period representing interest income from holding residential
mortgage loans from the date of closing to purchase by permanent investors.

Operating expense including warehouse line of credit interest expense was
$1,269,653 for the year ending December 31, 1998. Operating expenses primarily
include commission expense to sales people, payroll and related payroll taxes as
well as general and administrative expenses.

The Company had more fully commenced operations during 1998, therefore, all
comparisons to prior years reflect the nominal operations of the Company in
1997.

The Company has not generated any profits since inception and is not expected to
generate profits for the current fiscal year ending December 31, 1999. Revenues
from mortgage closings do not cover operating expenses due to an insufficient
number of mortgage closings to cover operating costs and start up costs. There
can be no guarantee that expected revenues for fiscal year 2000 will increase
enough to cover operating costs or that the Company will add enough new "Net
Branch" volume to reach profitability.

Capital Resources and Liquidity

The Company has been highly dependent on capital raised through stock investors
to fund operations. On October 6, 1999, the Company had $106,626 cash on hand
which is not expected to be sufficient to cover net operating expenses through
the end of 1999. Further, the Company is entirely reliant on warehouse lines of
credit to fund mortgage loans. Currently, there are open warehouse lines of
credit in the amount of $11,000,000 available. There can be no guarantee that
warehouse lenders will continue the lines of credit if losses were to continue
or net worth was to fall below required levels.

ITEM 3. DESCRIPTION OF PROPERTY

Offices

We maintain our principal office at 280 Windsor Highway, New Windsor, New York
12553, where our telephone number is (914) 561-7770 and our facsimile number is
(914) 561-7747.

Our home office is a free standing building situated on approximately .5 acres,
owned by UNM. This building was purchased for $370,000 from a non-related party
in February of 1998. There is a $300,000 mortgage on this property held by
Michael T. Tighe, also a non-related party. We have made substantial
improvements to this building in 1998, spending approximately $35,000 for such
improvements.

-14-
<PAGE> 15
The building, formerly a restaurant, contains 5,000 square feet on the first
floor with 3,000 square feet of storage in the basement. The first floor area is
divided into one large work area with two smaller offices. The occupancy rate is
25. There are 40 parking spaces. We believe that these premises are adequate for
our home office operations for the foreseeable future.

Additionally, UNM owns a building located at 48 Mill Street, Newburgh, New York
12550. This property was purchased for $105,000 from Donald Wilen in 1998. For
this property, there is a $90,000 mortgage held by Kingston-Newburgh Enterprise
Corporation. This building has three floors, and approximately 1500 square feet.
The work area is concentrated on the first floor, containing approximately 600
square feet. There are eight work stations set up for telemarketing. The
occupancy rate is 22. There is no parking provided.

Licenses

United National Mortgage, LLC, as a mortgage banker, holds various licenses in
twenty-one states, which are as follows:

<TABLE>
<CAPTION>
STATE LICENSE TYPE LICENSE # EXPIRATION
- ----- ------------ --------- ----------
<S> <C> <C> <C>
Colorado Mortgage Banker 098332 None
Connecticut First Mortgage 0003767 Renewal in Progress
Connecticut Second Mortgage 0006294 06/30/00
Georgia Mortgage Lender 12659 12/31/99
Illinois Mortgage Lender 5157 08/6/00
Iowa Mortgage Banker 552 06/30/00
Maryland Mortgage Lender 4454 12/31/99
Mass. Mortgage Broker Mb1341 11/30/00
Mortgage Lender Ml0890 11/30/99
Small Loans Sl0574 09/30/99
Michigan Broker/lender Fl-1043 None
New Mexico Broker/lender None None
New York Mortgage Banker 05390 None
No. Carolina Mortgage Banker A 1521 None
Oregon Mortgage Lender None 07/19/01
Pennsylvania Mortgage Banker 1406 06/30/02
Rhode Island Mortgage Banker Pending
So. Carolina Mortgage Lender S-4, 213 None
Tennessee Mortgage Banker 1466624 12/31/99
Texas Mortgage Banker 100-10549 None
Utah Mortgage Banker None None
Washington Mortgage Banker None None
Wisconsin Mortgage Banker 7930 None
</TABLE>

-15-
<PAGE> 16
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT PRINCIPAL SHAREHOLDERS

The following table sets forth, as of September 28, 1999, information regarding
the beneficial ownership of shares of our Common Stock by each person known by
us to own five percent or more of the outstanding shares of Common Stock, by
each of our Officers, by each of our Directors, and by our Officers and
Directors as a group. On September 28, 1999 there were 3,806,128 shares issued
and outstanding of record, including the shares which are the subject of the
litigation attempting to cancel them.

<TABLE>
<CAPTION>
SHARES OF PERCENTAGE PERCENTAGE
NAME & ADDRESS OF COMMON BEFORE AFTER
BENEFICIAL OWNERS STOCK OFFERING(1) OFFERING(2)
- ----------------- -------- ------------ ------------
<S> <C> <C> <C>
Donald S. Wilen 377,778 9.9% 7.9%
208 Windsor Highway
New Windsor, NY 12553

Nicko Fillas 225,000 5.9% 4.7%
c/o Glenn Michael Financial, Inc.
534 Broadhollow Road
Melville, New York 11747

Gulf Atlantic Publishing, Inc. 396,834(3) 10.4% 8.3%
1947 Lee Road
Winter Park, FL 32789

Select Media, Inc. 166,667(3) 4.4% 3.5%
4772 E. Michigan St., #7
Orlando, FL 32812

Seas Capital Management
Group, Inc. 143,000(4) 3.8% 3%
c/o Ephraim Sobol
164 Madison Ave., 3rd Fl.
New York, NY 10016

Ephraim Sobol 293,000 7.7% 6.1%
164 Madison Ave., 3rd Fl.
New York, NY 10016
</TABLE>

-16-
<PAGE> 17
All Executive Officers and Directors
a as group (1 person) 377,778 9.9% 7.9%

- ---------------------------
(1) Based upon 3,806,128 shares issued and outstanding on September 28, 1999,
which total includes the shares subject to the litigation in which the
Company seeks to cancel such shares.
(2) Assumes the sale of all 1,000,000 shares being offered
(3) These shares are the subject of the litigation seeking to cancel them. This
does not include 916,000 Common Stock Purchase Warrants exercisable to
purchase 916,000 shares of our Common Stock at exercise price of 1.00 per
share exercisable according to the following schedule:

Name Warrants Expiration Date
---- -------- ---------------
Douglas Nagel 200,000 3/18/00
Selectmedia Ltd. Corp. 200,000 3/20/00
Super Nova Inc. 300,000 2/9/00
Visual Company 50,000 6/5/00
Azucar Ltd. 66,000 6/3/00
Robert Hall 50,000 3/23/00
James Hall 50,000 4/15/00

Total Warrants 916,000

(4) Seas Capital Management Group, Inc. is owned by Ephraim Sobol and the
143,000 shares are also included in the 293,000 shares owned beneficially
by him.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL

Premier Mortgage Resources, Inc. consists of three separate entities, as
outlined below, and three levels of management.

1. Premier Mortgage Resources, Inc.; Donald Wilen, the sole shareholder of
United National, Inc., acquired operational control of Premier Mortgage
Resources, Inc. in July 1998, by exchanging his shares of United National
Inc for controlling shares of Premier Mortgage Resources, Inc.

2. United National, Inc. is now a wholly owned subsidiary of Premier Mortgage
Resources, Inc. and functions as a telemarketing and lead generation
resource for United National Mortgage, LLC. United National, Inc. also
processes customer files and contracts for United National Mortgage, LLC.

3. United National Mortgage, LLC is managed as subsidiary of United National,
Inc., and operates as the mortgage banking division of Premier Mortgage
Resources, Inc. It is with this entity that we are focusing our business
expansion, although the legal transfer of ownership is pending approval by
the New York State Department of Banking.

<TABLE>
<CAPTION>
Directors and Executive Officers of Premier Mortgage Resources, Inc.
- --------------------------------------------------------------------

Name Age Position
- ---- --- --------
<S> <C> <C>
William R. Scott, Jr. 43 Vice President of Marketing
Donald S. Wilen 63 President, Director
Joseph A. Cilento 46 Chief Financial Officer
</TABLE>

-17-
<PAGE> 18
<TABLE>
<CAPTION>
Directors and Executive Officers of United National, Inc.
- ---------------------------------------------------------

Name Age Position
- ---- --- --------

<S> <C> <C>
William R. Scott, Jr. 43 Vice President of Marketing
Donald S. Wilen 63 President, Director
Joseph A. Cilento 46 Chief Executive Officer
</TABLE>

<TABLE>
<CAPTION>
Directors and Executive Officers of United National Mortgage, LLC.
- ------------------------------------------------------------------

Name Age Position
- ---- --- --------

<S> <C> <C>
William R. Scott, Jr. 43 President
Donald S. Wilen 63 Chief Executive Officer, Director
Joseph A. Cilento 46 Chief Operating Officer
</TABLE>

WILLIAM R. SCOTT, JR. ("RUDY") is Vice President of Marketing of Premier
Mortgage Resources, Inc.; Vice President of Marketing of United National, Inc.;
and President of United National Mortgage, LLC. Mr. Scott has served in these
capacities since July of 1999. From October of 1996 though July of 1999, Mr.
Scott was Vice President of Marketing for United National Resources, Inc.,
responsible for building strategic business alliances with brokerage firms,
banks and mortgage companies. As President of United National Mortgage, LLC. Mr.
Scott continues to identify key alliances and to develop and locate Net
Branches. Mr. Scott is responsible for recruiting and hiring sales professionals
and loan officers. He also oversees and directs our expanding network of branch
offices. Prior to July of 1999, Mr. Scott did not hold officer's positions in
Premier Mortgage Resources or United National, Inc.

From 1994 through 1996, Mr. Scott was Vice President of FHB Funding. Overall,
his experience spans over 15 years, and covers all aspects of the mortgage
business, including underwriting and sales. He is a columnist for MORTGAGE
REPORT, a national mortgage magazine.

DONALD S. WILEN is President of Premier Mortgage Resources, Inc. and sole
Director; President of United National, Inc. and sole Director; and Chief
Executive Officer, Managing Member and sole Director of United National
Mortgage, LLC. He is an attorney and Certified Public Accountant, receiving his
B.S. in Accounting from Brooklyn College in 1958 and his C.P.A. certification in
1964. He is licensed as a C.P.A. in New York. In 1968, Mr. Wilen received an MBA
from Baruch College, and in 1978, he received a J.D. from Brooklyn Law School.
Since 1979, Mr. Wilen has been a member of the Bar of the State of New York.

As Chief Executive Officer of UNM, Mr. Wilen directs the operations, overseeing
all legal and accounting matters. He coordinates and structures strategic
business alliances with brokerage firms, banks and mortgage companies in
conjunction with Mr. Scott.

-18-
<PAGE> 19
From 1983 to 1997, Mr. Wilen was a senior partner in the CPA firm Wilen, Klapper
& Glassman, and President of Tara Mortgage Inc. He has been a columnist for
NATIONAL MORTGAGE PRESS since 1997.

JOSEPH A. CILENTO is Chief Financial Officer of Premier Mortgage Resources,
Inc., Chief Executive Officer of United National, Inc., and Chief Operating
Officer of United National Mortgage, Inc. He has served in these capacities
since July of 1999. Mr. Cilento is a Certified Public Accountant, receiving a
B.B.A. degree from Baruch College in 1975, and his C.P.A. certification in 1978.
He is licenced as a C.P.A. in the state of New York.

Mr. Cilento was awarded the Certified Mortgage Banker designation by The
Mortgage Bankers Association in 1996. Mr. Cilento was an officer of Emigrant
Mortgage Corporation from 1997 to July of 1999. From 1987 to 1997, he was
President of his mortgage banking company, Home Funding, which he sold. Mr.
Cilento was Vice President of Finance for Merrill Lynch Realty from 1984 to
1987.

Mr. Cilento is responsible for overseeing all operations, secondary markets and
finance areas of the company.

ITEM 6. EXECUTIVE COMPENSATION

Currently, our Directors are not compensated for their services, although their
expenses in attending meetings are reimbursed.

Compensation of Directors

We do not currently compensate our Directors for their services.

<TABLE>
<CAPTION>
Compensation of Management
- --------------------------

Title 1999 1998 1997
----- ------ ---- ----
<S> <C> <C> <C> <C>
Donald Wilen CEO, Director $ -0- -0- -0-

William R. Scott President $ -0- -0- -0-

Joseph Cilento CFO $ -0- -0- -0-
</TABLE>

Mr. Cilento receives an annual salary of $107,000 from UNM.

William R. Scott presently receives $36,000 annually from UNM; he earned
$25,000 from UNM in 1998, and no salary in 1997.

-19-
<PAGE> 20
None of the named persons has received stock options or other such non-cash
compensation. Mr. Scott will also receive a bonus based upon total mortgage
production; however, details of this program have not been finalized.

Employment Agreements

Each Net Branch established signs a "Branch Agreement" which provides a
structure, salary and benefits much like an employment agreement. As of this
date, we have six Net Branches. We do not, however, have any employment
agreements with our officers or directors.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 22, 1998, Donald S. Wilen, now the Company's President and Director,
agreed to exchange his ownership of United National, Inc. for 2,266,667
(pre-split) shares of the Company's Common Stock, giving him operational
control. A written Plan of Reorganization was entered into on June 9, 1998,
providing for the exchange by Mr. Wilen of his 100 shares of capital stock of
United National, Inc. for the 2,266,667 (pre-split) shares of the Company's
Common Stock in a tax-free stock-for-stock exchange under Section 358(a)(1)(B)
of the Internal Revenue Code. United National, Inc. is the owner of a 2%
interest in United National Mortgage, LLC, a mortgage banker. The other 98%
interest is owned by Donald S. Wilen who has agreed that, upon approval by the
New York State Department of Banking of the required licenses, he will transfer
such 98% interest without further payment.

On August 5, 1998, the Company commenced an offering of its Common Stock under
Rule 504 of Regulation D. The offering was of 1,000,000 shares. A total of
5,265,841 shares (877,640 shares after the 6 to 1 reverse stock split) were
issued in the offering for total proceeds of $953,418.

On February 22, 1999, the Company declared a 6 to 1 reverse stock split
effective on April 12, 1999.

In August 1999 the Company commenced a private placement offering of its Common
Stock under Rule 506 of Regulation D. The offering was of 1,100,000 shares at a
price of $ .50 per share. The offering was fully subscribed.

ITEM 8. DESCRIPTION OF SECURITIES

Our capital structure consists of shares of Preferred Stock and Common Stock,
both having a par value of $.001 per share. The authorized classes, and the
amount or number of each which are authorized and outstanding as of the date of
this Memorandum, are as follows:

-20-
<PAGE> 21
<TABLE>
<CAPTION>
AUTHORIZED OUTSTANDING
---------- -----------
<S> <C> <C>
Preferred Stock 10,000,000 0
Common Stock 50,000,000 3,806,128
Common Stock Purchase Warrants 916,000 916,000
</TABLE>

Preferred Stock

The 10,000,000 shares of Preferred Stock authorized are undesignated as to
preferences, privileges and restrictions. As the shares are issued, the Board of
Directors must establish a "series" of the shares to be issued and designate the
preferences, privileges and restrictions applicable to that series. To date, the
Board of Directors has not designated any series of Preferred Stock

Common Stock

The authorized common equity of the Company consists of 50,000,000 shares of
Common Stock, with a $.001 par value, of which 3,806,128 shares of Common Stock
are issued and outstanding. Shareholders (i) have general ratable rights to
dividends from funds legally available therefor, when, as and if declared by the
Board of Directors; (ii) are entitled to share ratably in all assets of the
Company available for distribution to shareholders upon liquidation, dissolution
or winding up of the affairs of the Company; (iii) do not have preemptive,
subscription or conversion rights, nor are there any redemption or sinking fund
provisions applicable thereto; and (iv) are entitled to one vote per share on
all matters on which shareholders may vote at all shareholder meetings. All
shares of Common Stock now outstanding are fully paid and nonassessable and all
shares of Common Stock to be sold in this offering will be fully paid and
nonassessable when issued.

The Common Stock does not have cumulative voting rights, which means that the
holders of more than fifty percent of the Common Stock voting for election of
directors can elect one hundred percent of the directors of the Company if they
choose to do so. The Company, which has had no earnings, has not paid any
dividends on its Common Stock and it is not anticipated that any dividends will
be paid in the foreseeable future. Dividends upon Preferred shares must have
been paid in full for all past dividend periods before distribution can be made
to the holders of Common Stock. In the event of a voluntary or involuntary
liquidation, all assets and funds of the Company remaining after payments to the
holders of Preferred Stock will be divided and distributed among the holders of
Common Stock according to their respective shares.

Common Stock Purchase Warrants
- ------------------------------

Prior to our acquisition of United National, Inc. that company had issued
916,000 Common Stock Purchase Warrants, each exercisable to purchase one share
of the common stock of United National, Inc. at an exercise price of $1.00 per
share. The warrants expire as follows:

Total Warrants 916,000

As apart of the acquisition, we assumed the Warrants, meaning that we
recognized the right of the warrant holders to purchase one share of our common
stock for each share of the common stock of United National, Inc. purchasable
under the warrant.

PART II

ITEM 1.MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS

The Company's Common Stock is traded on the NASDAQ Bulletin Board under the
symbol "PMTE," now "PMTED" pending our becoming a reporting company. To maintain
that listing, we must become a fully-reporting company to the SEC under the
Securities Exchange Act of 1934 on or before March 8, 2000. We anticipate
accomplishing such filing by November 1, 1999. Based on that time line, the
filing will be effective on or about December 31, 1999. We believe that we

-21-
<PAGE> 22
can clear all comments by the March 8, 2000 required date; however, we have been
advised that the SEC branch responsible for reviewing the filing is backlogged
and we could experience a delay due to the administrative processing time. If we
do not clear our comments by the required date, we could be delisted.

J. Alexander Securities, Inc., our initial market maker, was authorized to
commence the trading of our stock on the OTC Bulletin Board on February 20, 1998
but actual trading began on approximately July 7, 1998. The range of our prices
since then is:

<TABLE>
<CAPTION>
Quarter High Ask Low Bid
- ------- -------- -------
1998
<S> <C> <C>
3rd Qtr, '98 $ 2.125 $ 1.44
4th Qtr '98 1.56 .21

Quarter High Ask Low Bid
- ------- -------- -------
1999
<S> <C> <C>
1st Qtr '99 .4375 .10
2nd Qtr '99 .1875 .1875
3rd Qtr '99 .4375 .4375
4th Qtr '99 (to Oct.4, 1999) .75 .4375
</TABLE>

Dividend Policy

We have not had any earnings or profits and have not paid any dividends. Our
proposed operations are capital intensive and we need working capital. Therefore
we will be required to reinvest any future earnings in the Company's operations.
Our Board of Directors has no present intention of declaring any cash dividends,
as we expect to re-invest all profits in the business for additional working
capital for continuity and growth. The declaration and payment of dividends in
the future will be determined by our Board of Directors considering the
conditions then existing, including the Company's earnings, financial condition,
capital requirements, and other factors.

ITEM 2. LEGAL PROCEEDINGS

Except as described below we are not engaged in any pending legal proceedings.
We are not aware of any legal proceedings pending, threatened or contemplated,
against any of our officers and directors, respectively, in their capacities as
such.

On August 19, 1999, the Company filed a suit captioned "Premier Mortgage
Resources, Inc. v. Corporate Relations Group, Inc., Gulf Atlantic Publishing,
Inc., James M. Hall, Robert D. Hall, Select Media, Inc., Roberto Veitia, L. Van
Stillman and Olde Monmouth Stock Transfer Co., Inc." docketed to No. C199-7019,
Division 35 in the Circuit Court of the Ninth Judicial Circuit in and for Orange
County, Florida.

-22-
<PAGE> 23
As against Olde Monmouth Stock Transfer Co., Inc., the Company's stock transfer
agent, the suit is solely to enjoin the transfer of the shares, and Olde
Monmouth is a nominal defendant only. The Court has enjoined the transfer of the
shares and the Company has timely filed an injunction bond.

The case involves two separate causes of action: one cause of action for the
cancellation of shares issued without authorization and a second for return of
shares issued when contract services were not performed.

In the first cause of action, the Company's former attorney, L. Van Stillman, on
or about March 31, 1999, authorized and directed the Company's then transfer
agent to issue 3,500,000 (pre-reverse split) free-trading shares of the
Company's Common Stock to the other defendants. The Company claims that it did
not authorize or direct the issuance of the shares, and Mr. Stillman has now
acknowledged that. The Company seeks to cancel the 3,500,000 shares, which as a
result of the six to one reverse stock split would now be 583,333 shares.

In the second cause of action, the Company seeks the return of 94,000 shares
issued to Corporate Relations Group, Inc. (62,667 shares) and Gulf Atlantic
Publishing, Inc. (31,333 shares) issued to those companies for services which
the Company alleges were not performed. It appears that the defendants already
disposed of 10,333 shares, leaving a balance of 83,667 shares in dispute.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We selected Massella, Tomaro & Co., LLP, 375 Broadway, Suite 103, Jericho, New
York 11753 as our independent auditors and accountants. We have included our
audited financial statements for the calendar years ended December 31, 1998 and
December 31, 1997 in this filing in reliance upon the authority of that firm as
expert in auditing and accounting.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

We were incorporated on August 17, 1995. In connection with our organization, we
issued 5,000,000 shares of our Common Stock at the par value of $.001 per share
for total proceeds of $5,000. This issuance was considered exempt under Section
4(2) of the Securities Act. There were no further issuances of our securities
until July 2, 1998. On July 2, 1998, we acquired United National, Inc. in a
tax-free, stock-for-stock exchange under Section 351(a)(1)(B) of the Internal
Revenue Code. Mr. Donald Wilen, the sole stockholder of United National, Inc.
exchanged his 100 shares of the Common Stock of that corporation for 2,266,667
shares of our Common Stock. This issuance was considered exempt under Section
4(2) of the Securities Act. In connection with this transaction, 2,600,000
shares of our Common Stock owned by then affiliates were returned to the Company
and canceled.

Also in connection with the transaction, we assumed 916,000 warrants issued and
outstanding by United National, Inc. Each warrant entitles the holder to
purchase one share of Common Stock for $1.00. The Warrants expire as follows:

Total Warrants 916,000

We considered the assumption of the Warrants to be exempt under
Section 4(2) od the Securities Act of 1933.

On August 5, 1998, we began offering of 1,000,000 shares Common Stock pursuant
to Rule 504 of Regulation D at an offering price of $1.00 per share. As a result
of that offering, from August to

-23-
<PAGE> 24
October, 1998 we issued 156,000 shares for total proceeds of $156,000 and we
secured the conversion of $358,000 of outstanding promissory notes, for total
combined proceeds of $514,000. This issuance was considered exempt under Section
3(b) of the Securities Act and Rule 504 of Regulation D promulgated thereunder.

In December, 1998 we amended the Rule 504 offering to change the offering price
to $.0845 per share. As a result of that offering, during December, 1998 and the
first quarter of 1999, we issued 4,726,841 shares for total proceeds of
$399,418. This issuance was considered exempt under Section 3(b) of the
Securities Act and Rule 504 of Regulation D promulgated thereunder.

Also in December, 1998 pursuant to the amended Rule 504 offering, we issued
50,000 shares to an individual in payment for services. This issuance was
considered exempt under Section 3(b) of the Securities Act and Rule 504 of
Regulation D promulgated thereunder.

On or about March 31, 1999 the Company's then counsel authorized and directed
the issuance of 3,500,000 shares of the Company's Common Stock at an offering
price of $.001 per share, allegedly under Rule 504 of Regulation D. The
counsel's actions were not authorized or directed by the Company and the Company
has filed suit to cancel such issuances. On February 22, 1999 we authorized a 1
for 6 reverse stock split for stockholders of record on April 12, 1999 and all
of the foregoing issuances have been stated on a pre-split basis.

On February 22, 1999 we authorized a 1 for 6 reverse stock split for
stockholders of record on April 12, 1999 and all of the foregoing issuances have
been stated on a pre-split basis.

In August 1999 we made an offering of 1,100,000 shares of our Common Stock at an
offering price of $.50 per share which was fully subscribed. This issuance was
considered exempt under Section 4(2) of the Securities Act.

During 1999, to September 31, 1999, we issued a total of 600,000 shares of our
Common Stock to various persons in payment for services in private placements.
These issuances were considered exempt under Section 4(2) of the Securities Act.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Corporation Law

Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses which they may incur as
directors, officers, employees or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of

-24-
<PAGE> 25
the final disposition of such action or proceeding upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
ultimately found not to be entitled to indemnification under the Section.
Indemnification may be provided even though the person to be indemnified is no
longer a director, officer, employee or agent of the Company or such other
entities. Section 78.752 authorizes the Company to obtain insurance on behalf of
any such director, officer employee or agent against liabilities, whether or not
the Company would have the power to indemnify such person against such
liabilities under the provisions of the Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents.
Because neither the Articles of Incorporation, as amended, nor the By-Laws of
our Company otherwise provide, notwithstanding the failure of the Company to
provide indemnification and despite a contrary determination by the Board of
Directors or its shareholders in a specific case, a director, officer, employee
or agent of the Company who is or was a party to a proceeding may apply to a
court of competent jurisdiction for indemnification or advancement of expenses
or both, and the court may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification or
advancement of expenses if it determines that the petitioner is entitled to
mandatory indemnification pursuant to Section 78.7502(3) because he has been
successful on the merits, or because the Company has the power to indemnify on a
discretionary basis pursuant to Section 78.7502 or because the court determines
that the petitioner is fairly and reasonably entitled indemnification or
advancement of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company is such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.

Officers and Directors Liability Insurance

At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance.

Indemnity Agreements

In order to induce and encourage highly experienced capable persons to serve as
directors and officers, we have entered into an Indemnity Agreement with each
director and officer presently serving us and will provide the same agreement to
future directors and officers as well as certain agents and employees. The
Agreement provides that we shall indemnify the director and /or officer, or
other person, when he or she is a party to, or threatened to be made a party to,
a

-25-
<PAGE> 26
proceeding by, or in the name of, we. Expenses incurred by the indemnified
person in any proceeding are to be paid to the fullest extent permitted by
applicable law. The Agreement may at some time require us to pay out funds which
might otherwise be utilized to further our business objectives, thereby reducing
our ability to carry out our projected business plans.

Sec Position on Indemnification for Security Act Liability

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that is the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suite
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

<TABLE>
<CAPTION>
Premier Mortgage Resources, Inc.
--------------------------------
(Registrant)

<S> <C>
Date October 29, 1999 By /s/ DONALD WILEN
----------------- -------------------------------------------
Donald Wilen, President

By /s/ JOSEPH CILENTO
-------------------------------------------
Joseph Cilento, CFO
</TABLE>

-26-
<PAGE> 27

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<PAGE> 28

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
number
-------------
Independent auditors' report F-1

Consolidated balance sheet at December 31, 1998 F-2

Consolidated statements of operations for the years ended
December 31, 1998 and 1997 F-3

Consolidated statement of stockholders' equity for the years ended
December 31, 1998 and 1997 F-4

Consolidated statements of cash flows for the years ended
December 31, 1998 and 1997 F-5

Notes to consolidated financial statements F-6 - F-15

<PAGE> 29

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Premier Mortgage Resources, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Premier Mortgage
Resources, Inc. and Subsidiary (the "Company") as of December 31, 1998 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1998 and 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 1998 and the consolidated results of its operations
and cash flows for the years ended December 31, 1998 and 1997 in conformity with
generally accepted accounting principles.

Massella, Tomaro & Co., LLP
Jericho, New York
August 13, 1999, except for
Note 8(d) as to which the date is September 27, 1999

F-1
<PAGE> 30

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998

ASSETS
------

<S> <C>
Current assets:
Cash $ 2,053
---------------
Total current assets 2,053
---------------

Investment in affiliate, at cost 691,000
Costs in excess of net assets of business acquired, net 1,485,272
Organizational costs, net 970
---------------
Total assets $ 2,179,295
===============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accrued expenses $ 49,233
Due to related parties 1,503
Notes payable - convertible 100,000
Note payable 50,000
---------------
Total current liabilities 200,736
---------------

Commitments and contingencies (Note - 8) -
---------------

Stockholders' equity:

Common stock - $.001 par value, 50,000,000 shares authorized,
1,063,188 shares issued and outstanding 1,063
Preferred stock - $.001 par value, 10,000,000 shares
authorized, -0- shares issued and outstanding -
Additional paid-in capital 2,111,139
Accumulated deficit (133,643)
---------------
Total stockholders' equity 1,978,559
---------------
Total liabilities and stockholders' equity $ 2,179,295
===============

</TABLE>

See accompanying notes to consolidated financial statements

F-2
<PAGE> 31

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

1998 1997
--------------- ---------------

<S> <C> <C>
Income $ 121,210 $ -
--------------- ---------------

Expenses:
Selling, general, and administrative expenses 182,509 1,072
Amortization of costs in excess of net assets of
business acquired 38,083 -
--------------- ---------------
Total expenses 220,592 1,072
--------------- ---------------
Loss before interest expense and provision for income taxes (99,382) (1,072)

Interest expense (34,233) -
--------------- ----------------

Loss before provision for income taxes (133,615) (1,072)

Provision for income taxes - -
--------------- ---------------

Net (loss) (133,615) (1,072)

Other items of comprehensive income - -
--------------- ---------------

Comprehensive net (loss) $ (133,615) $ (1,072)
=============== ===============

Basic:
Net (loss) $ (.16) $ Nil
=============== ===============

Weighted average number of
common shares outstanding 822,878 833,347
=============== ===============

</TABLE>

See accompanying notes to consolidated financial statements

F-3
<PAGE> 32

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

Common Stock Additional Total
----------------------------- Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity(Deficit)
------------- ------------- ------------- -------------- ----------------

<S> <C> <C> <C> <C> <C>
Balances at December 31, 1996 833,347 $ 833 $ 4,167 $ (4,864) $ 136

Net loss for the year ended
December 31, 1997 - - - (1,072) (1,072)
------------- ------------- ------------- -------------- ---------------

Balances at December 31, 1997 833,347 833 4,167 (5,936) (936)

Cancellation of common stock in
connection with reorganization (433,333) (433) (2,167) - (2,600)

Issuance of common stock in
connection with reverse acquisition
of United National, Inc. 377,778 378 1,514,982 5,908 1,521,268

Issuance of common stock in
connection with conversion
of notes payable 59,667 60 357,940 - 358,000

Issuance of common stock in connection
with limited offering memorandum,
net of costs 18,334 18 101,999 - 102,017

Issuance of common stock in
connection with amended
limited offering memorandum,
net of costs 199,062 199 100,726 - 100,925

Issuance of common stock in lieu of
consideration for services rendered
to the Company 8,333 8 33,492 - 33,500

Net loss for the year ended
December 31, 1998 - - - (133,615) (133,615)
------------ ------------- ------------- --------------- ----------------

Balances at December 31, 1998 1,063,188 $ 1,063 $ 2,111,139 $ (133,643) $ 1,978,559
============ ============= ============= ============== ================

</TABLE>

See accompanying notes to consolidated financial statements

F-4
<PAGE> 33

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

1998 1997
-------------- -------------

<S> <C> <C>
Cash flows from operating activities:

Net (loss) $ (133,615) $ (1,072)
Adjustments to reconcile net (loss) to net
cash used for operating activities:
Amortization 38,370 1,072
Issuance of common stock for services 33,500 -
Increase (decrease) in:
Accrued expenses 49,233 -
-------------- -------------
Net cash used for operating activities (12,512) -
--------------- -------------
Cash flows from investing activities:
Investment in affiliate (691,000) -
-------------- -------------
Net cash used for investing activities (691,000) -
--------------- -------------
Cash flows from financing activities:
Sale of common stock in connection with
private placement, net of costs 193,462 -
-
Proceeds from issuance of convertible notes payable 458,000 -
Proceeds from issuance of note payable 50,000 -
Advances from related parties 4,103 -
--------------
Net cash provided by financing activities 705,565 -
-------------- -------------

Net increase in cash 2,053 -

Cash, beginning of period - -
-------------- -------------

Cash, end of period $ 2,053 $ -
============== =============

Supplemental disclosure of non-cash flow information:
Cash paid during the year for:
Interest $ - $ -
=============== ==============
Income taxes $ - $ -
=============== ==============

Schedule of non-cash operating activities:
In connection with services rendered
to the Company, 8,333 shares of common stock were issued as
consideration $ 33,500 $ -
============== =============

Schedule of non-cash investing activities:

Issuance of 59,667 shares of common stock in connection
with conversion of note payable $ 358,000 $ -
============== =============

Contribution of real property directly by the Company's
President in lieu of stock received in connection
with acquisition of subsidiary $ 85,000 -
============== =============

Cost in excess of net assets acquired in connection with
reverse acquisition of subsidiary $1,523,355 $ -
=========== =============
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 34

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

NOTE 1 - ORGANIZATION

The Company

Premier Mortgage Resources, Inc. (the "Company") was
incorporated in the State of Nevada on August 17, 1995
under the name "Mortgage Resources, Inc." The name of
the Company was changed on August 20, 1997 to its
current name. Until the acquisition of United National,
Inc. ("United") in June 1998, the Company had no
operations. The Company acquired United during June 1998
in order to commence operations in the mortgage banking
industry.

Reorganization

During June 1998, pursuant to an Agreement and Plan of
Reorganization (the "Reorganization Agreement"), the
current President and shareholder received 377,778
shares of common stock of the Company in consideration
for 100% of the shares of common stock of United, and
contribution into United of real property with a fair
value of approximately $85,000 and $5,000 in cash. The
acquisition of United was accounted by the Company as a
reverse acquisition.

Simultaneously with the execution of the Reorganization
Agreement, the former officers of the Company canceled
433,333 shares of common stock and resigned as officers
of the Company. In connection with the resignation of
the previous officers of the Company, the previous sole
shareholder of United was elected as President of the
Company. Accordingly, after such reorganization, United
became a wholly owned subsidiary of the Company.

United

United was incorporated in the State of Nevada on
November 21, 1997. Since the date of incorporation and
through August 1998, United had limited operations.
Since August 1998, United has performed loan processing
and telemarketing services for United National Mortgage,
LLC. ("LLC"). As of December 31, 1998 United owns
approximately 2% interest in the LLC which is accounted
for under the cost method.

LLC

The LLC is a limited liability company whereby the
Company's President owns approximately 98% as of
December 31, 1998. The Company currently has an option
to purchase the remaining 98% interest from its
President subject to the approval by New York State
Banking Department. The LLC is a licensed mortgage
banker in approximately sixteen states which primarily
originates conforming conventional loans, and sells
those loans to investors, with servicing released. The
intent of the Company is to execute its option and have
the LLC become a wholly owned subsidiary in order to
enter the mortgage banking industry.

F-6
<PAGE> 35

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

Stock split

On February 22, 1999, the Company declared a 1 for 6
reverse stock split (effective on April 12, 1999) for
its common stock. The financial statements give
retroactive effect to such reverse stock split

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of Consolidation

The accompanying consolidated financial statements
include the accounts of the Company and its wholly owned
subsidiary, United (the "Companies") after elimination
of all significant intercompany transactions and
accounts.

b) Cash and cash equivalents

The Company considers highly liquid investments with
maturities of three months or less at the time of
purchase to be cash equivalents.

c) Income taxes

The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No.
109 "Accounting for Income Taxes" which requires the use
of the "liability method" of accounting for income
taxes. Accordingly, deferred tax liabilities and assets
are determined based on the difference between the
financial statement and tax bases of assets and
liabilities, using enacted tax rates in effect for the
year in which the differences are expected to reverse.
Current income taxes are based on the respective
periods' taxable income for federal and state income tax
reporting purposes.

d) Earnings per share

During 1997, the Financial Accounting Standards Board
issued SFAS No. 128, "Earnings Per Share." SFAS No. 128
replaced the previously required reporting of primary
and fully diluted earnings per share with basic and
diluted earnings per share, respectively. Unlike the
previously reported primary earnings per share, basic
earnings per share exclude the dilutive effects of stock
options. Diluted earnings per share is similar to the
previously reported fully diluted earnings per share.
Earnings per share amounts for all periods presented
have been calculated in accordance with the requirements
of SFAS No. 128.

F-7
<PAGE> 36

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

e) Use of estimates

In preparing financial statements in conformity with
generally accepted accounting principles, management is
required to make estimates and assumptions which affect
the reported amounts of assets and liabilities, revenues
and expenses during the reporting period and the
disclosure of contingent assets and liabilities at the
date of the financial statements. The most significant
estimate with regards to the consolidated financial
statements relate to the valuation of the costs in
excess of United's net assets and the estimated useful
life used in amortizing such excess costs. Actual
results could differ from those estimates.

f) Fair value disclosure at December 31, 1998

The carrying value of cash, accrued expenses, and notes
payable are a reasonable estimate of their fair value.

g) Organizational costs

Organizational costs consist of legal costs incurred in
the establishment of the Company. Organizational costs
are being amortized on a straight-line basis over a five
year estimated useful life.

h) Costs in excess of net assets of business acquired.

Costs in excess of net assets of business acquired
relate to the acquisition of United and are being
amortized on a straight-line basis over the estimated
useful life of twenty years as estimated by management.

i) Effect of New Accounting Standards

The Company does not believe that any recently issued
accounting standards, not yet adopted by the Company,
will have a material impact on its financial position
and results of operations when adopted.

j) Cost Method of Accounting

United accounts for the investment in the LLC under the
cost method of accounting as a result of its 2%
ownership interest. Upon approval from the New York
Banking Department, the Company's President will
transfer the remaining 98% interest in the LLC to United
for a nominal consideration ($10) in accordance with the
agreement discussed in Note 3. Upon such transfer the
LLC will become a wholly owned subsidiary and will be
consolidated by the Company.

F-8
<PAGE> 37

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

NOTE 3 - INVESTMENT IN AFFILIATE, AT COST

On July 29, 1998, United entered into a LLC Interest
Acquisition Agreement (the "LLC Acquisition Agreement")
with the Company's President whereby for an initial
$508,000 it acquired a 1% interest in the LLC and the
option to acquire the remaining 99% interest in the LLC
as follows; 1% based on a portion of the proceeds
received by the Company's private placement memorandum
and the remaining 98% (which is contingent upon
obtaining approval from the New York Banking Department)
for nominal consideration ($10). As of December 31,
1998, United acquired a 2% interest of the LLC for
$691,000, with the remaining 98% contingent upon
approval of a mortgage banking license to United.

The LLC Acquisition Agreement called for the closing and
transfer of the remaining 98% interest by March 31,
1999. The approval from the New York Banking Department
has not been received and accordingly such transaction
has not been consummated. The closing date has been
extended to October 15, 1999.

NOTE 4 - ACCRUED EXPENSES

Accrued expenses consist of the following at
December 31, 1998:

<TABLE>

<S> <C>
Professional fees $ 15,000
Interest 34,233
---------------------
$ 49,233
=====================

</TABLE>

NOTE 5 - LOAN PAYABLE

During March 1998, an outside third party loaned United
$50,000 bearing interest at 12% per annum. The loan is
due on demand due to no formal terms having been
established. As of December 31, 1998, such advance
remains unpaid.

NOTE 6- CONVERTIBLE NOTES PAYABLE

Prior to the Reorganization Agreement, United issued
convertible promissory notes amounting to $458,000 that
bear interest 12% per annum. The maturity date of the
notes (if not converted prior to their due date) were as
follows; $100,000 due May 31, 1998 and the remaining
$358,000 due in six monthly installments commencing
September 15, 1998. Pursuant to the Reorganization
Agreement, the Company assumed $358,000 of such

F-9
<PAGE> 38

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

convertible promissory notes which were subsequently
converted into approximately 59,667 shares of the
Company's common stock as of December 31, 1998. The
remaining $100,000 notes were repaid during April 1999
by United. As of December 31, 1998, the Company is in
default for two notes totaling $100,000, which have been
repaid by April 1999 and the accrued interest related to
all the notes which has been accrued, however not paid.
Pursuant to the notes, the Company may be liable for
legal cost (which are deemed immaterial) if there is any
litigation in connection with the default of the two
notes and the unpaid interest.

NOTE 7 - PROVISION FOR INCOME TAX

Income taxes are provided for the tax effects of
transactions reported in the financial statements and
consist of taxes currently due plus deferred taxes
related to differences between the financial statement
and tax bases of assets and liabilities for financial
statement and income tax reporting purposes. Deferred
tax assets and liabilities represent the future tax
return consequences of these temporary differences,
which will either be taxable or deductible in the year
when the assets or liabilities are recovered or settled.
Accordingly, measurement of the deferred tax assets and
liabilities attributable to the book-tax basis
differentials are computed at a rate of 34% federal and
9% state pursuant to SFAS No. 109.

The only material tax effect of significant items
comprising the Company's current deferred tax assets as
of December 31, 1998 is the Company's net operating
losses "NOL"s" which amounted to approximately $130,000
as of December 31, 1998. The deferred tax asset
associated with the Company's NOL's amounted to
approximately $48,000 as of December 31, 1998.

In accordance with SFAS 109, the Company has recorded a
100% valuation allowance for such deferred tax asset
since management could not determine that it was "more
likely than not" that the deferred tax asset would be
realized in the future. The Company's NOL's amounting to
approximately $130,000 will expire by 2013 if not
utilized prior.

The Company and its subsidiary file separate tax returns
for federal and state tax purposes. As such, income tax
is based on the separate taxable income or loss of each
entity.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

a) Year 2000

F-10
<PAGE> 39
PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

material. The Companies are also working with its
financial institutions for which it conducts its
business with to ensure their compliance with Year 2000
issues in order to avoid any interruptions in its
business.

b) Advertising and Corporate Relations Agreements

On March 13, 1998, United entered into agreements for
public relations and advertising services with Gulf
Atlantic Publishing, Inc ("Gulf Atlantic") and Corporate
Relations Group, Inc.("Corporate Relations"). The
agreements are for a period of twelve months and include
certain marketing products such as mailings, press
releases and posting to websites, along with
distributing due diligence packages to all inquiring
brokers and setting up shows for advertising purposes.
As consideration for such services, the Company agreed
to sell 109,560 free trading shares of common stock for
a total of $30,000. (See Note 8(d) below for pending
litigation).

c) Introduction Agreement

On March 17, 1998, United entered into an Introduction
Agreement with Select Media Ltd. Corp. ("Select Media")
in connection with its efforts to obtain loans to fund
United's operations. The agreement stipulated that
Select Media would provide United with names and
introductions for the purpose of allowing United to
solicit such individuals for loans. As consideration for
such introductions, United agreed to pay Select Media
15% of the amounts borrowed by United and one warrant to
purchase stock of the Company for each $1 of funds
loaned to United. (See Note 8(d) below for pending
litigation). As of December 31, 1998, United is not
liable for any compensation payable to Select Media.

d) Pending litigation

Although as of December 31, 1998, the Company's previous
transfer agent issued an aggregate of 83,668 shares of
common stock to the entities mentioned in notes 8(b) and
8(c), the Company, in August 1999 filed a formal
complaint in the state of Florida whereby the courts
granted a temporary restraining order against the
individuals and/or entities which received such stock to
prohibit the transfer of stock. The Company contends
that such shares held by these individuals/entities were
wrongfully issued. As of December 31, 1998 such shares
are not included as outstanding in the Company's
financial statements since management contends that the
related services discussed in notes 8(b) were not
fulfilled and no funds were received related to note
8(c), therefore the Company has no obligation related to
these agreements. Management is involved in discussions
with some of the defendants to reach an out-of-court
settlement of the litigation. The Company has not
recorded any potential contingency loss since management
intends on pursuing this matter vigorously.

F-11
<PAGE> 40

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

NOTE 9 - STOCKHOLDER'S EQUITY

a) Reorganization

The Company, pursuant to the Reorganization Agreement i)
cancelled 433,333 shares of common stock representing a
portion of shares held by its former officers, ii)
accepted resignations from its former officers, iii)
issued 377,778 shares to United sole stockholder, and,
iv) elected United previous sole stockholder as its
President. Accordingly, in connection with such
Reorganization Agreement, United became a wholly owned
subsidiary of the Company.

In June 1998, prior to the Reorganization Agreement,
United issued convertible promissory notes amounting to
$458,000 that bear interest 12% per annum. The maturity
date of the notes (if not converted prior to their due
date) were as follows; $100,000 due May 31, 1998 and the
remaining $358,000 due in six monthly installments
commencing September 15, 1998. Pursuant to the
Reorganization Agreement, the Company assumed $358,000
of such convertible promissory notes which were
subsequently converted into approximately 59,667 shares
of the Company's common stock as of December 31, 1998.
The remaining $100,000 notes were repaid during April
1999 by United. As of December 31, 1998, the Company is
primarily in default for two notes totaling $100,000,
which have been repaid by April 1999 and the accrued
interest related to all the notes which amounted to
$34,233. Pursuant to the notes, the Company may be
liable for legal cost (which are deemed immaterial) if
there is any litigation in connection with the default
of the two notes and the unpaid interest.

Lastly, in connection with such convertible promissory
notes, the Company issued a total of 102,667 warrants
which allow the holders to purchase 102,667 shares of
the Company's common stock at $1 per share through June,
2000.

b) Limited Offering Memorandum

During August 1998, the Company commenced a Limited
Offering Memorandum (the "Offering") pursuant to Rule
504 of Regulation D promulgated under the Securities Act
of 1933. The Company offered up to 1,000,000 (pre-split)
shares of its common stock at $1 per share. The minimum
purchase amount per investor was $10,000. As of December
31, 1998 the Company sold 18,334 shares of common stock
yielding net proceeds after certain offering costs of
$102,017. In addition, as discussed in Note 9(a), the
Company issued 59,667 shares of its common stock
pursuant the Offering upon the assumption and conversion
of United's convertible note payables amounting to
$358,000.

F-12
<PAGE> 41

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

Pursuant to an addendum to the offering, during December
1998, the Company offered an additional 566,667 shares
of its common stock to certain investors for an
aggregate consideration of $287,300. As of December 31,
1998, the investors accepted and the Company issued
199,062 shares of common stock yielding net proceeds of
$100,925 related to the addendum.

c) Issuance of common stock for services

During October 1998, the Company issued 8,333 shares to
a consultant of the Company in lieu of consideration for
consulting services. Accordingly, in connection with the
issuance of such shares, the Company recorded consulting
expense amounting to $33,500.

d) Warrants

As of December 31, 1998, the Company has outstanding a
total of 102,667 warrants which allow the holders to
purchase 102,667 shares of the Company's common stock at
$1 per share through June, 2000

NOTE 10 - RELATED PARTY TRANSACTIONS

a) Exclusive Telemarketing Agreement

On August 12, 1998, United entered into an Exclusive
Telemarketing Agreement ("Telemarketing Agreement") with
the LLC whereby United is the exclusive telemarketing
agent for the LLC until it acquires the remaining
interest in the LLC. As for consideration for performing
telemarketing services for the LLC, the LLC will pay
United an hourly rate for its telemarketing services.
For the year ended December 31, 1998, United generated
telemarketing income amounting to $61,210.

b) Exclusive Loan Processing Agreement

On August 12, 1998, United entered into an Exclusive
Loan Processing Agreement ("Processing Agreement") with
the LLC whereby United is the exclusive processing
service for the LLC until it acquires the remaining
interest in the LLC. As consideration for performing
processing services for the LLC, the LLC will pay United
a processing fee for each loan processed.. For the year
ended December 31,1998, United generated loan processing
fee income amounting to $60,000.

c) Rent Expense

For the year ended December 31, 1998, pursuant to the
Telemarketing and Processing Agreement, United paid
$65,000 to the LLC for rent in connection with the space
utilized in performing telemarketing and processing
services.

F-13
<PAGE> 42

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

d) Due to related parties

The amount due to related parties as of December 31,
1998 amounting to $1,503 is an over advances from the
LLC in connection with the reimbursement to United for
telemarketing and processing services.

NOTE 11 - PRO FORMA FINANCIAL STATEMENTS

The following pro forma information presents in a
condensed format the Company's balance sheet as of
December 31, 1998 and statement of operations for the
year then ended as if the acquisition of the LLC by
United was consummated and considered in effect as of
January 1, 1998:

Pro forma
balance sheet at
December 31, 1998
-------------------------

<S> <C>
Total assets $ 4,149,899
===================
Total liabilities $ 2,475,819
===================
Total stockholders' equity $ 1,674,080
===================

Pro forma
Statement of operations
for the year ended
December 31, 1998
-------------------------

Total income $ 515,903
=================
Total expenses $ 1,250,057
=================
Net loss $ (734,154)
=================
</TABLE>

This pro forma information regarding the Company's balance sheet and statement
operations has been presented for disclosure purposes and does not purport to be
indicative of the Company's financial position and results of operations which
would have actually resulted had the acquisition of the LLC occurred as of
January 1, 1998.

F-14
<PAGE> 43

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

NOTE 12 - SUBSEQUENT EVENTS

a) Limited Offering Memorandum

Pursuant to the amended Offering, the Company through
September 1999 received net proceeds of approximately
$247,958 after offering costs and issued approximately
540,351 shares of common stock.

b) Private transaction

During August 1999, the Company entered into a private
transaction whereby it sold 1,100,000 restricted shares
of its common stock for $550,000 before an 8%
commission, netting $506,000 to the Company. In
addition, the Company also committed to issue and
additional 550,000 shares that will be treated as
additional commission in connection with such private
transaction.

F-15
<PAGE> 44

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

(UNAUDITED)

<PAGE> 45

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Page
number
-----------

<S> <C>
Consolidated balance sheet (unaudited) at September 30, 1999 F-1

Consolidated statements of operations (unaudited) for the nine months ended
September 30, 1999 and 1998 F-2

Consolidated statement of stockholders' equity (unaudited) for the nine months ended
September 30, 1999 F-3

Consolidated statements of cash flows (unaudited) for the nine months ended
September 30, 1999 and 1998 F-4

Notes to consolidated financial statements F-5 - F-9

</TABLE>

<PAGE> 46

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
(UNAUDITED)

ASSETS
------

<S> <C>
Current assets:

Cash $ 729
--------------
Total current assets 729
--------------

Investment in affiliate, at cost 1,365,357
Costs in excess of net assets of business acquired, net 1,428,147
Organizational costs, net 781
--------------
Total assets $ 2,795,014
===============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:

Accrued expenses $ 77,000
Due to related parties 42,320
Note payable 50,000
--------------
Total current liabilities 169,320
--------------

Commitments and contingencies (Note - 5) -
--------------

Stockholders' equity:

Common stock - $.001 par value, 50,000,000 shares authorized,
3,253,539 shares issued and outstanding 3,253
Preferred stock - $.001 par value, 10,000,000 shares
authorized, -0- shares issued and outstanding -
Additional paid-in capital 2,900,309
Accumulated deficit (277,868)
--------------
Total stockholders' equity 2,625,694
--------------

Total liabilities and stockholders' equity $ 2,795,014
==============
</TABLE>

See accompanying notes to consolidated financial statements (unaudited)

F-1
<PAGE> 47

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

1999 1998
--------------- ---------------

<S> <C> <C>
Income $ 197,040 $ 45,985
--------------- ---------------
Expenses:
Selling, general, and administrative expenses 276,340 109,253
Amortization of costs in excess of net assets of
business acquired 57,125 19,041
--------------- ---------------
Total expenses 333,465 128,294
--------------- ---------------
Loss before interest expense and provision for income taxes (136,425) (82,309)

Interest expense 7,800 25,000
--------------- ---------------
Loss before provision for income taxes (144,225) (107,309)

Provision for income taxes - -
--------------- ---------------
Net (loss) (144,225) (107,309)

Other items of comprehensive income - -
--------------- ---------------

Comprehensive net (loss) $ (144,225) $ (107,309)
=============== ===============

Basic:
Net (loss) $ (.07) $ (.17)
=============== ===============

Weighted average number of
common shares outstanding 2,158,364 637,562
=============== ===============

</TABLE>

See accompanying notes to consolidated financial statements (unaudited)

F-2
<PAGE> 48

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)

Common Stock Additional Total
--------------------------- Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
-------------- ----------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1998 1,063,188 $ 1,063 $ 2,111,139 $ (133,643) $ 1,978,559

Issuance of common stock
in connection with limited
offering memorandum and
private transaction, net of costs 2,190,351 2,190 789,170 - 791,360

Net loss for the nine months ended
September 30, 1999 - - - (144,225) (144,225)
-------------- ----------- -------------- ------------ --------------

Balances at September 30, 1999 3,253,539 $ 3,253 $ 2,900,309 $ (277,868) $ 2,625,694
============== =========== ============== ============ =============
</TABLE>

See accompanying notes to consolidated financial statements (unaudited)

F-3
<PAGE> 49

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

1999 1998
-------------- --------------
<S> <C> <C>
Cash flows fromoperating activities:

Net (loss) $ (144,225) $ (107,309)
Adjustments to reconcile net (loss) to net
cash used for operating activities:
Amortization 57,314 19,258
Issuance of common stock for services - 33,500
Increase (decrease) in:
Accrued expenses 27,767 25,000
-------------- --------------
Net cash used for operating activities (59,144) (29,551)
-------------- --------------
Cash flows from investing activities:
Investment in affiliate (674,357) (599,000)
-------------- --------------
Net cash used for investing activities (674,357) (599,000)
-------------- --------------
Cash flows from financing activities:
Sale of common stock in connection with
private placement, net of costs 791,360 126,740
Proceeds from issuance of convertible notes payable - 458,000
Proceeds from issuance of note payable - 50,000
Repayment of notes payable (100,000) -
Advances from related parties 40,817 4,661
-------------- -------------
Net cash provided by financing activities 732,177 639,401
-------------- -------------

Net (decrease) increase in cash (1,324) 10,850
Cash, beginning of period 2,053 -
-------------- -------------

Cash, end of period $ 729 $ 10,850
============== =============
Supplemental disclosure of non-cash flow information:
Cash paid during the year for:

Interest $ - $ -
=============== =============
Income taxes $ - $ -
=============== =============

Schedule of non-cash operating activities:
In connection with services rendered to the Company,
8,333 shares of common stock were issued as
consideration $ - $ 33,500
=============== =============

Schedule of non-cash investing activities:
Issuance of 59,667 shares of common stock in connection
with conversion of note payable $ - $ 358,000
=============== =============

Contribution of real property directly by the Company's
President in lieu of stock received in connection
with acquisition of subsidiary $ - 85,000
=============== =============

Cost in excess of net assets acquired in connection with
reverse acquisition of subsidiary $ - $ 1,523,355
=============== =============

</TABLE>

See accompanying notes to consolidated financial statements (unaudited)

F-4
<PAGE> 50

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

NOTE 1 - ORGANIZATION

Premier Mortgage Resources, Inc. (the "Company") was
incorporated in the State of Nevada on August 17, 1995
under the name "Mortgage Resources, Inc." The name of
the Company was changed on August 20, 1997 to its
current name. Until the acquisition of United National
Inc. ("United") in June 1998, the Company had no
operations. The Company acquired United during June 1998
in order to commence operations in the mortgage banking
industry.

The accompanying unaudited financial statements have
been prepared in accordance with generally accepted
accounting principles for interim financial information
and with instructions to Form 10-QSB. Accordingly, they
do not include all of the information and footnotes
required by generally accepted accounting principles for
complete financial statements. In the opinion of
management, the interim financial statements include all
adjustments necessary in order to make the financial
statements not misleading. The results of operations for
the nine months ended are not necessarily indicative of
the results to be expected for the full year. For
further information, refer to the Company's audited
financial statements and footnotes thereto at December
31, 1998.

NOTE 2 - INVESTMENT IN AFFILIATE, AT COST

On July 29, 1998, United entered into a LLC Interest
Acquisition Agreement (the "LLC Acquisition Agreement")
with the Company's President whereby for an initial
$508,000 it acquired a 1% interest in United National
Mortgage, LLC ("LLC") and the option to acquire the
remaining 99% interest in the LLC as follows; 1% based
on a portion of the proceeds received by the Company's
private placement memorandum and the remaining 98%
(which is contingent upon obtaining approval from the
New York Banking Department) for nominal consideration
($10). As of September 30, 1999, United acquired a 2%
interest of the LLC for $1,365,357 with the remaining
98% contingent upon approval of a mortgage banking
license by United.

NOTE 3 - LOAN PAYABLE

During March 1998, an outside third party loaned United
$50,000 bearing interest at 12% per annum. The loan is
due on demand due to no formal terms having been
established. As of September 30, 1999, such advance
remains unpaid.

F-5
<PAGE> 51

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

NOTE 4 - CONVERTIBLE NOTES PAYABLE

In June 1998, prior to the Reorganization Agreement,
United issued convertible promissory notes amounting to
$458,000 that bear interest 12% per annum. The maturity
date of the notes (if not converted prior to their due
date) were as follows; $100,000 due May 31, 1998 and the
remaining $358,000 due in six monthly installments
commencing September 15, 1998. Pursuant to the
Reorganization Agreement, the Company assumed $358,000
of such convertible promissory notes which were
subsequently converted into approximately 59,667 shares
of the Company's common stock as of December 31, 1998.
The remaining $100,000 notes were repaid during April
1999 by United. As of September 30, 1999, the Company is
primarily in default for the accrued interest related to
all the notes which has been accrued, however not paid.
Pursuant to the notes, the Company may be liable for
legal cost (which are deemed immaterial) if there is any
litigation in connection with the unpaid interest.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

a) Year 2000

The Companies have addressed and will continue to
address the year 2000 issue to ensure the reliability of
its operational system. The Companies have and will
continue to make certain investment in its software
systems and applications to ensure that it is Year 2000
compliant. These expenditures, which are expensed as
incurred are not expected to be material. The Companies
are also working with its financial institutions for
which it conducts its business with to ensure their
compliance with Year 2000 issues in order to avoid any
interruptions in its business.

b) Advertising and Corporate Relations Agreements

F-6

<PAGE> 52

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

c) Introduction Agreement

On March 17, 1998, United entered into an Introduction
Agreement with Select Media Ltd. Corp. ("Select Media")
in connection with its efforts to obtain loans to fund
United's operations. The agreement stipulated that
Select Media would provide United with names and
introductions for the purpose of allowing United to
solicit such individuals for loans. As consideration for
such introductions, United agreed to pay Select Media
15% of the amounts borrowed by United and one warrant to
purchase stock of the Company for each $1 of funds
loaned to United. (See Note 5(d) below for pending
litigation). As of September 30, 1999, United is not
liable for any compensation to Select Media pursuant to
such agreement.

d) Pending litigation

Although as of September 30, 1999, the Company's
previous transfer agent issued an aggregate of 83,668
shares of common stock to the entities mentioned in
notes 5(b) and 5(c), the Company, in August 1999 filed a
formal complaint in the state of Florida whereby the
courts granted a temporary restraining order against the
individuals and/or entities which received such stock to
prohibit the transfer of stock. The Company contends
that such shares held by these individuals/entities were
wrongfully issued. As of September 30, 1999 such shares
are not included as outstanding in the Company's
financial statements since management contends that the
related services discussed in notes 5(b) were not
fulfilled and no funds were received related to note
5(c), therefore the Company has no obligation related to
these agreements. Management is involved in discussions
with some of the defendants to reach an out-of-court
settlement of the litigation. The Company has not
recorded any potential contingency loss since management
intends on pursuing this matter vigorously.

NOTE 6 - STOCKHOLDER'S EQUITY

a) Limited Offering Memorandum

During August 1998, the Company commenced a Limited
Offering Memorandum (the "Offering") pursuant to Rule
504 of Regulation D promulgated under the Securities Act
of 1933 which was subsequently amended during December
1998. During the nine months ended September 30, 1999
the Company sold approximately 540,351 shares of common
stock yielding net proceeds (after certain offering
costs) of approximately $285,360.

F-7
<PAGE> 53

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

b) Private transaction

During June 1999, the Company entered into a private
transaction whereby it sold 1,100,000 restricted shares
of its common stock for $550,000 before an 8%
commission, netting $506,000 to the Company. In
addition, the Company also issued an additional 550,000
shares which have been treated as additional commission
in connection with such private transaction.

c) Warrants

As of September 30, 1999, the Company issued a total of
102,667 warrants which allow the holders to purchase
102,667 shares of the Company's common stock at $1 per
share through June, 2000.

NOTE 7 - RELATED PARTY TRANSACTIONS

a) Exclusive Telemarketing Agreement

On August 12, 1998, United entered into an Exclusive
Telemarketing Agreement ("Telemarketing Agreement") with
the LLC whereby United is the exclusive telemarketing
agent for the LLC until it acquires the remaining
interest in the LLC. As for consideration for performing
telemarketing services for the LLC, the LLC pays United
an hourly rate for its telemarketing services. For the
nine months ended September 30, 1999, United generated
telemarketing income amounting to $132,240.

b) Exclusive Loan Processing Agreement

On August 12, 1998, United entered into an Exclusive
Loan Processing Agreement ("Processing Agreement") with
the LLC whereby United is the exclusive processing
service for the LLC until it acquires the remaining
interest in the LLC. As consideration for performing
processing services for the LLC, the LLC pays United a
processing fee for each loan processed.. For the nine
months ended September 30, 1999, United generated loan
processing fee income amounting to $64,800.

c) Rent Expense

For the nine months ended September 30, 1999, pursuant
to the Telemarketing and Processing Agreement, United
paid $117,000 to the LLC for rent in connection with the
space utilized in performing telemarketing and
processing services and approximately $118,000 for
reimbursement for leased employees.

F-8
<PAGE> 54

PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

d) Due to related parties

The amount due to related parties as of September 30,
1999 amounting to $42,320 is an over advanced from the
LLC in connection with telemarketing and processing
services.

NOTE 8 - PRO FORMA FINANCIAL STATEMENTS

The following pro forma information presents in a
condensed format the Company's balance sheet as of
September 30, 1999 and statement of operations for the
nine months then ended as if the acquisition of the LLC
by United was consummated as of January 1, 1999:

Pro forma
balance sheet at
September 30, 1999
------------------------

<S> <C>
Total assets $ 2,852,151
===================
Total liabilities $ 1,238,028
===================
Total stockholders' equity $ 1,614,123
===================

Pro forma
Statement of operations
for the nine months ended
September 30, 1999
------------------------

Total income $ 536,205
===================
Total expenses $ 1,155,054
===================
Net loss $ 618,849
===================
</TABLE>

F-9

<PAGE> 1

EXHIBIT 3.1

ARTICLES OF INCORPORATION OF MORTGAGE RESOURCES, INC.
<PAGE> 2

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

AUG 17 1995

ARTICLES OF INCORPORATION

MORTGAGE RESOURCES, INC.

The undersigned, being of the age of majority, file Articles of
Incorporation to conduct business in corporate form according to Chapter 78
(Private Corporation Act) of the statutes and the law of the State of Nevada.

1.0 NAME

The name of the corporation is MORTGAGE RESOURCES. INC.

2.0 DURATION

The period of duration of the Corporation is perpetual.

3.0 PURPOSES AND POWERS

3.1 PURPOSES

The purposes for which the Corporation is organized are as follows:

3.1.1 To do everything necessary, proper, advisable, or convenient
for the accomplishment of the foregoing purposes, and to do all things
incidental to them or connected with them that are not forbidden by the Nevada
Private Corporation Act (hereinafter "Act"), by other law, or by these
Articles.

3.1.2 To carry on any other activities and business lawful in Nevada
or the United States of America.

3.2 POWERS

The Corporation, subject to any specific written limitations or
restrictions imposed by the Act or by these Articles of Incorporation, shall
have the right to and may exercise the following powers:

3.2.1 To have and exercise all powers specified in the Private
Corporation Act of Nevada.;

3.2.2 To enter into lawful arrangements for sharing profits,
deferring compensation, making and entering into pension plans and the like for
it's employees: to enter into reciprocal associations, joint ventures,
partnerships, cooperative associations, limited liability companies and other
similar activities:

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 1
<PAGE> 3

3.2.3 To make any guaranty respecting stocks, dividends, securities,
indebtedness, interest, contracts, or other obligations created by any domestic
or foreign corporations. associations, partnerships, individuals, or other
entities;

3.2.4 Each of the foregoing clauses of this Section shall be
construed as independent powers and the matters expressed in each clause shall
not, unless otherwise expressly provided, be limited by reference to, or
inference from, the terms of any other clause. The enumeration of specific
powers shall not be construed as limiting or restricting in any manner either
the meaning of general terms used in any of these clauses, or the scope of the
general powers of the Corporation created by them nor shall the expression of
one thing in any of these clauses be deemed to exclude another not expressed.
although it be of like nature.

3.2.5 The corporation shall not engage in the trust, banking,
insurance or railroad business.

3.3 CARRYING OUT OF PURPOSES AND EXERCISE OF POWERS IN ANY JURISDICTION

The Corporation may carry out its purposes and exercise it's powers in any
state, territory, district, or possession of the United States, or in any
foreign country, to the extent that these purposes and powers are not forbidden
by the law of the state, territory, district, or possession of the United
States, or by the foreign country; and it may limit the purpose or purposes that
it proposes to carry out or the powers it proposes to exercise in any
application to do business in any state, territory, district, or possession of
the United States or foreign country.

3.4 DIRECTION OF PURPOSES AND EXERCISE OF POWERS BY DIRECTORS

The Directors, subject to any specific written limitations or restrictions
imposed by the Act or by these Articles of Incorporation, shall direct the
carrying out of the purposes and exercise the powers of the Corporation without
previous authorization or subsequent approval by the shareholders of the
Corporation.

4.0 SHARES

4.1 NUMBER

The aggregate number of shares that the Corporation shall have authority
to issue shall be 50,000,000 shares of common stock, each share having a par
value of 1 mil. All shares shall be common, voting, and non-assessable.

4.2 DIVIDENDS

The holders of the Capital Stock shall be entitled to receive, when and as
declared by the Board of Directors, solely out of unreserved and unrestricted
earned surplus. dividends payable either in cash, in property, or in shares of
the Capital Stock.

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 2
<PAGE> 4

No dividends shall be paid if the source out of which it is proposed to pay the
dividend is due to or arises from unrealized appreciation in value or from a
revaluation of assets; or if the corporation is incapable of paying its debts as
they become due in the usual course of business.

4.3 CUMULATIVE VOTING; PRE-EMPTIVE RIGHTS

There shall be no cumulative voting for Directors. Pre-emptive rights
shall not be granted.

5.0 MINIMUM CAPITAL

The Corporation will not commence business until consideration of the
value of at least $3,000 has been received.

6.0 REGULATION OF INTERNAL AFFAIRS

6.1 BYLAWS

The initial Bylaws shall be adopted by the Board of Directors. The power
to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in
the Board of Directors. The Bylaws may contain provisions for the regulation and
management of the affairs of the Corporation not inconsistent with the Act or
these Articles.

6.2 TRANSACTIONS IN WHICH DIRECTORS HAVE AN INTEREST

Any contract or other transaction between the Corporation and one or more
of its Directors or between the Corporation and any firm of which one or more of
its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors. officers, or employees or
in which they are interested, shall be valid for all purposes, notwithstanding
the presence of the Director or Directors at the meeting of the Board of
Directors of the Corporation that acts upon, or in reference to, the contract or
transaction, and notwithstanding his or their participation in the action, if
the fact of such interest shall be disclosed or known to the Board of Directors
and the Board of Directors shall, nevertheless, authorize or ratify the contract
or transaction, the interested Director or Directors to be counted in
determining whether a quorum is present and to be entitled to vote on such
authorization or ratification. The section shall not be construed to invalidate
any contract or other transaction that would otherwise be valid under the common
and statutory law applicable to it.

6.3 INDEMNIFICATION AND RELATED MATTERS

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 3
<PAGE> 5

6.3.1 The Corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expense (including attorneys fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
Corporation and, with respect to any criminal action or proceeding, had actual
knowledge that his or her conduct was unlawful.

6.3.2 The Corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened or
completed action or suit by or in the right of the Corporation to procure a
judgment in it's favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Corporation except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity; for such expense the
court shall deem proper.

6.3.3 To the extent that a Director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in (a) and (b) or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by him in connection
therewith.

6.3.4 Any indemnification under (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination by the Corporation that indemnification of the Director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in (a) and (b). Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 4
<PAGE> 6

such action, suit or proceeding, or (2) if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or (3) by the shareholders.

6.3.5 Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in (d) upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this section.

6.3.6 The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those identified may be entitled
under any Bylaw, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors. and personal representatives of such
person.

6.3.7 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent of the Corporation. or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this section.

6.3.8 A Director shall not be personally liable for breach of
fiduciary duty when acting either as a Director or Officer except for acts
involving intentional misconduct, fraud, a knowing violation of the law or the
payment of illegal dividends.
NRS 78.037. NRS 78.300.

6.4 REMOVAL OF DIRECTORS

Removal shall be governed by the Bylaw provisions and the Act.

6.5 AMENDMENT OF ARTICLES

The Corporation reserves the right to amend the Articles of Incorporation
in any manner now or hereafter permitted by the Act.

7.0 REGISTERED AGENT; ADDRESS OF CORPORATION

7.1 The "registered office" of the corporation shall be 1700 East Desert
Inn Road, Suite 113, Las Vegas, Nevada 89109.

7.2 The initial registered agent shall be Robert C. Bovard, 1700 East
Desert Inn Road, Suite 113, Las Vegas, Nevada 89109.

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 5
<PAGE> 7

8.0 IDENTITY OF DIRECTOR(S)

The initial Board of Directors (the Directors shall be styled as Directors
and not as Trustees) shall be one in number but may be expanded at the formation
and organization meeting or by authority of Bylaws. Members of the Board of
Directors need not be residents of Nevada. The names and addresses of the
person(s) to serve as Director(s) until the formation meeting or first annual
meeting and until his successor(s) shall have been elected and qualified or
until the number of members of the Board of Directors is expanded is:

Robert C. Bovard
1700 East Desert Inn Road
Suite 113
Las Vegas, Nevada 89109

The number of Directors may be changed from time to time by amendment of
the Bylaws but no decrease shall have the effect of reducing such number below
one or of shortening the term of any incumbent Director. Anything to the
contrary notwithstanding, however, the number shall not be less than two if
there are only two shareholders of record or one is there is only one
shareholder of record. The Board, if there are more than two shareholders, shall
consist of not less than three nor more than seven members.

9.0 ORIGINAL INCORPORATORS

The name, address and identity of the original Incorporator is:

Robert C. Bovard
1700 East Desert Inn Road
Suite 113
Las Vegas, Nevada 89109

DATED this 16th day of August, 1995

/s/ Robert C. Bovard
------------------------
ROBERT C. BOVARD

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 6
<PAGE> 8

VERIFICATION

STATE OF NEVADA

COUNTY OF CLARK

On the 16th day of August, 1995 Robert C. Bovard, known to me, appeared
before me. After being sworn, he then executed the foregoing Articles of
Incorporation in my presence.

/s/ G.A. Nobil
-------------------------------
Notary Public
NOTARY'S STAMP:

-------------------------------------
NOTARY PUBLIC
[SEAL] STATE OF NEVADA
County of Clark
G.A. NOBIL
My Appointment Expires Sept. 11, 1998
-------------------------------------

ACCEPTANCE OF REGISTERED AGENT

I, Robert C. Bovard hereby accept the position as registered agent of
Mortgage Resources, Inc.

DATED this 16th day of August, 1995.

/s/ Robert C. Bovard
------------------------
ROBERT C. BOVARD

- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION PAGE 7

<PAGE> 1

EXHIBIT 3.2

ARTICLES OF AMENDMENT OF MORTGAGE RESOURCES, INC.
<PAGE> 2

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

OCT 16 1995

14037-95

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

MORTGAGE RESOURCES, INC.

ROBERT C. BOVARD, ESQ. certifies that:

1. He is the sole original incorporator of Mortgage Resources, Inc. a
Nevada corporation.

2. The original Articles were filed in the Office of the Secretary of
State on August 23, 1995.

3. As of the date of this certificate, no stock of the corporation has
been issued.

4. They hereby adopt the following amendments to the Articles of
Incorporation of this Corporation:

Article 4.1 is amended to read as follows:

4.1 The aggregate number of shares that the Corporation shall have authority to
issue shall be 50,000,000 shares of common stock, each share having a par value
of 1 mil. All shares shall be common, voting, and non-assessable.

Article 5.0 is amended to read as follows:

5.0 MINIMUM CAPITAL

The Corporation will not commence business until consideration of the
value of at least $1,000 has been received.

/s/ Robert C. Bovard
------------------------
Robert C. Bovard, Esq.

State of Nevada )
) ss.
County of Clark )

On October 3, 1995, personally appeared before me, a Notary Public, Robert C.
Bovard who acknowledged that they executed the above instrument.

/s/ G.A. Nobil
-------------------------------
G.A. Nobil, Notary Public

- -------------------------------------
NOTARY PUBLIC
[SEAL] STATE OF NEVADA
County of Clark
G.A. NOBIL
My Appointment Expires Sept. 11, 1998
- -------------------------------------

<PAGE> 1

EXHIBIT 3.3

ANNUAL LIST, CHANGING CORPORATE NAME TO
PREMIER RESOURCES, INC.
<PAGE> 2

- -------------------------------------------------- FILE NUMBER
ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENT OF
- -------------------------------------------------- 14037-1995

Premier Mortgage Resources, Inc. Pursuant To 78.185

The Corporation's duly appointed Resident Agent in the
State of Nevada upon whom process can be served is:

Nevada Corporation Bureau, Inc.
1700 E. Desert Inn Rd., Ste 113
Las Vegas, NV. 89109

|_| IF THE ABOVE INFORMATION IS INCORRECT, PLEASE CHECK THIS BOX AND A CHANGE OF
RESIDENT AGENT/ADDRESS FORM WILL BE SENT.

PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND RETURNING THIS FORM.

1. Include the names and addresses, either residence or business, for all
officers and directors. A President, Secretary, Treasurer and all
Directors must be named. There must be at least one director. Last year's
information has been preprinted. If you need to make changes, cross out
the incorrect information and insert the new information above it. An
officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED.

2. If there are additional directors attach a list of them to this form.

3. Return the completed form with the $85.00 filing fee. A $15.00 penalty
must be added for failure to file this form by the deadline indicated at
the top of this form.

4. Make your check payable to the Secretary of State. If you need a receipt,
enclose a self-addressed stamped envelope. To receive a certified copy,
enclose a copy of this completed form, an additional $10.00 and
appropriate instructions.

5. Return the completed form to: Secretary of State, Capital Complex, Carson
City, NV 89710. (702) 687-5105

FILING FEE: $85.00 LATE PENALTY: $15.00

---------FOR OFFICE USE ONLY-------------------

FILED(DATE)

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

AUG 20 1997

DH
-----------------------------------------------
DEAN HELLER SECRETARY OF STATE

No. 96-97 = $100
97-98 = $ 85
Reinst. = $ 50
----------------

- --------------------------------------------------------------------------------
NAME Andrew W. Berney TITLE(S) PRESIDENT

P.O. BOX STREET ADDRESS 4056 Elkridge Drive CITY Las Vegas NV ZIP 89129

- --------------------------------------------------------------------------------
NAME Robert W. Kerner TITLE(S) SECRETARY

P.O. BOX STREET ADDRESS 1516 Gold Dust Avenue CITY Las Vegas NV ZIP 89119

- --------------------------------------------------------------------------------
NAME Charles F. Richards TITLE(S) TREASURER

P.O. BOX STREET ADDRESS 327 Esquina Drive CITY Henderson NV ZIP 89014

- --------------------------------------------------------------------------------
NAME Andrew W. Berney TITLE(S) DIRECTOR

P.O. BOX STREET ADDRESS 4056 Elkridge Drive CITY Las Vegas NV ZIP 89129

- --------------------------------------------------------------------------------
NAME Charles F. Richards TITLE(S) DIRECTOR

P.O. BOX STREET ADDRESS 327 Esquina Drive CITY Henderson NV ZIP 89014

- --------------------------------------------------------------------------------
NAME Robert W. Kerner TITLE(S) DIRECTOR

P.O. BOX STREET ADDRESS 1516 Gold Dust Avenue CITY Las Vegas NV ZIP 89119

- --------------------------------------------------------------------------------

RECEIVED

AUG 20 1997
NV
------------------
SECRETARY OF STATE

/s/ Andrew W. Berney Title(s) President Date 8/20/97

<PAGE> 1

EXHIBIT 3.4

CERTIFICATE OF REINSTATEMENT
<PAGE> 2

STATE OF NEVADA

SECRETARY OF STATE

---------------

CERTIFICATE OF REINSTATEMENT

I, DEAN HELLER, the duly elected Secretary of State of the State of
Nevada, do hereby certify that MORTGAGE RESOURCES, INC. (OLD NAME) PREMIER
MORTGAGE RESOURCES, INC. (NEW NAME PURSUANT TO NRS. 78.185) a corporation formed
under the laws of the State of NEVADA having paid all filing, licenses,
penalties and costs, in accordance with the provisions of Title 7 of the Nevada
Revised Statutes, as amended, for the years and in the amounts as follows:

<TABLE>
<S> <C>
1996-97 LIST OF OFFICERS AND PENALTY....$100
1997-98 $85
REINSTATEMENT FEE $50
</TABLE>

and otherwise complied with the provisions of said section, the said corporation
has been reinstated, and that by virtue of such reinstatement it is authorized
to transact its business in the same manner as if the aforesaid filing fees,
licenses, penalties and costs had been paid when due.

IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great Seal
of State, at my office in Carson City,
Nevada, this TWENTIETH day of AUGUST,
A.D., 1997.

[SEAL] /s/ Dean Heller
--------------------------
Secretary of State

By /s/ [Illegible]
--------------------------
Deputy

<PAGE> 1

EXHIBIT 3.5

BY-LAWS OF MORTGAGE RESOURCES, INC.
<PAGE> 2

BY-LAWS

Mortgage Resources, Inc.

ARTICLE I - OFFICES

Section 1. Principal Executive Office. The principal office of the
Corporation is hereby fixed in the County of Clark, in the State of Nevada.

Section 2. Other Offices. Branch or subordinate offices may be established
by the Board of Directors at such other places as may be desirable.

ARTICLE II - SHAREHOLDERS

Section 1. Place of Meeting. Meetings of shareholders shall be held either
at the principal executive office of the corporation or at any other location
within or without the State of Nevada which may be designated by written consent
of all persons entitled to vote thereat.

Section 2. Annual Meetings. The annual meeting of shareholders shall be
held on such day and at such time as may be fixed by the Board; provided,
however, that should said day fall upon a Saturday, Sunday, or legal holiday
observed by the Corporation at its principal executive office, then any such
meeting of shareholders shall be held at the same time and place on the next day
thereafter ensuing which is a full business day. At such meetings, directors
shall be elected by plurality vote and any other proper business may be
transacted.

Section 3. Special Meetings. Special meetings of the shareholders may be
called for any purpose or purposes permitted under Chapter 78 of Nevada Revised
Statutes at any time by the Board, the Chairman of the Board, the President, or
by the shareholders entitled to cast not less than twenty-five percent (25%) of
..the votes at such meeting. Upon request in writing to the Chairman of the
Board, the President, any Vice-President or the Secretary, by any person or
persons entitled to call a special meeting of shareholders, the Secretary shall
cause notice to be given to the shareholders entitled to vote, that a special
meeting will be held not less than thirty-five (35) nor more than sixty (60)
days after the date of the notice.
<PAGE> 3

Section 4. Notice of Annual or Special Meeting. Written notice of each
annual meeting of shareholders shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each shareholder entitled
to vote thereat. Such notice shall state the place, date and hour of the meeting
and (i) in the case of a special meeting the general nature of the business to
be transacted, or (ii) in the case of the annual meeting, those matters which
the Board, at the time of the mailing of the notice, intends to present for
action by the shareholders, but, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which directors are to be
elected shall include the names of the nominees intended, at the time of the
notice, to be presented by management for election.

Notice of a shareholders' meeting shall be given either personally or by
mail or, addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation or if no such address appears or is
given, by publication at least once in a newspaper of general circulation in the
County of Clark, the State of Nevada. An affidavit of mailing of any notice,
executed by the Secretary, shall be prima facie evidence of the giving of the
notice.

Section 5. Quorum. A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at any meeting of shareholders.
If a quorum is present, the affirmative vote of the majority of shareholders
represented and voting at the meeting on any matter, shall be the act of the
shareholders. The shareholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum,
if any action taken (other than adjournment) is approved by at least a majority
of the number of shares required as noted above to constitute a quorum.
Notwithstanding the foregoing, (1) the sale, transfer and other disposition of
substantially all of the corporations properties and (2) a merger or
consolidation of the corporation shall require the approval by an affirmative
vote of not less than two-thirds (2/3) of the corporation's issued and
outstanding shares.

Section 6. Adjourned Meeting and Notice Thereof. Any shareholders meeting,
whether or not a quorum is present, may be adjourned from time to time. In the
absence of a quorum (except as provided in Section 5 of this Article), no other
business may be transacted at such meeting.

Page 2 of l3
<PAGE> 4

It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken; provided,
however when a shareholders meeting is adjourned for more than forty-five (45)
days or, if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.

Section 7. Voting. The shareholders entitled to notice of any meeting or
to vote at such, such meeting shall be only persons in whose name shares stand
on the stock records of the corporation on the record date determined in
accordance with Section 8 of this Article.

Section 8. Record Date. The Board may fix, in advance, a record date for
the determination of the shareholders entitled to notice of a meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less than
ten (10) days prior to the date of the meeting nor more than sixty (60) days
prior to any other action. When a record date is so fixed, only shareholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to exercise of
the rights,. as the case may be, notwithstanding any transfer of shares on the
books of the corporation after the record date. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board fixes a new record date
for the meeting. The Board shall fix a new record date if the meeting is
adjourned for more than forty-five (45) days.

If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be the close of business on the business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which notice is given. The record date
for determining shareholders for any purpose other than as set in this Section 8
or Section 10 of this Article shall be at the close of the day on which the
Board adopts the resolution relating thereto, or the sixtieth day prior to the
date of such other action, whichever is later.

Page 3 of l3
<PAGE> 5

Section 9. Consent of Absentees. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and 9, either before or after the meeting,
each of the persons entitled to vote not present in person or by proxy, signs a
written waiver of notice, or a consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.

Section 10. Action Without Meeting. Any action which, under any provision
of law, may be taken at any annual or special meeting of shareholders, may be
taken without a meeting and without prior notice if a consent in writing,
setting forth the actions to taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Unless a record date for voting
purposes be fixed as provided in Section 8 of this Article, the record date for
determining shareholders entitled to give consent pursuant to this Section 10,
when no prior action by the Board has been taken, shall be the day on which the
first written consent is given.

Section 11. Proxies. Every person entitled to vote shares has the right to
do so either in person or by one or more persons authorized by a written proxy
executed by such shareholder and filed with the Secretary not less than five (5)
days prior to the meeting.

Section 12. Conduct of Meeting. The President shall preside as Chairman at
all meetings of the shareholders, unless another Chairman is selected. The
Chairman shall conduct each such meeting in a businesslike and fair manner, but
shall not be obligated to follow any technical, formal or parliamentary rules or
principles of procedure. The Chairman's ruling on procedural matters shall be
conclusive and binding on all shareholders, unless at the time of ruling a
request for a vote is made by the shareholders entitled to vote and represented
in person or by proxy at the meeting, in which case the decision of a majority
of such shares shall be conclusive and binding on all shareholders without
limiting the generality of the foregoing, the Chairman shall have all the powers
usually vested in the chairman of a meeting of shareholders.

Page 4 of 13
<PAGE> 6

ARTICLE III - DIRECTORS

Section 1. Power. Subject to limitation of the Articles of incorporation,
of these bylaws, and of actions required to be approved by the shareholders, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board. The Board may,
as permitted by law, delegate the management of the day-to-day operation of the
business of the corporation to a management company or other persons or officers
of the corporation provided that the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate
direction of the Board. Without prejudice to such general powers, it is hereby
expressly declared that the Board shall have the following powers:

(a) To select and remove all of the officers, agents and employees of
the corporation, prescribe the powers and duties for them as may not
be inconsistent with law, or with the Articles of Incorporation or
by these bylaws,. fix their compensation, and require from them, d
necessary, security for faithful service.

(b) To conduct, manage, and control the affairs and business of the
corporation and to make such rules and regulations therefore not
inconsistent with law, with the Articles of Incorporation or these
bylaws, as they may deem best.

(c) To adopt, make and use a corporate seal, and to prescribe the forms
of certificates of stock and to alter the form of such seal and such
of certificates from time to time in their judgment they deem best.

(d) To authorize the issuance of shares of stock of the corporation from
time to time, upon such terms and for such consideration as may be
lawful.

(e) To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in
the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecation or other evidence of debt
and securities therefor.

Section 2. Number and Qualification of Directors. The authorized number of
directors shall be One, if there is only One Shareholder, if there are more than
One Shareholders the

Page 5 of l3
<PAGE> 7

minimum number of Directors shall be Three until changed by amendment of the
Articles or by a bylaw duly adopted by approval of the outstanding shares
amending this Section 2.

Section 3. Election and Term of Office. The directors shall be elected at
each annual meeting of shareholders but if any such annual meeting is not held
or the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. Each director shall hold
office until the next annual meeting and until a successor has been elected and
qualified.

Section 4. Chairman of the Board. At the regular meeting of the Board, the
first order of business will be to select, from its members, a Chairman of the
Board whose duties will be to preside over all board meetings until the next
annual meeting and until a successor has been chosen.

Section 5. Vacancies. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, Secretary, or the
Board, unless the notice specified a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

Vacancies in the Board including those existing as a result of a removal
of a director, shall be filled by the shareholder at a special meeting, and each
director so elected shall hold office until the next annual meeting and until
such director's successor has been elected and qualified.

A vacancy or vacancies in the Board shall be deemed to exist in case of
the death, resignation or removal of any director or if the authorized number of
directors be increased, or if the shareholders fail, at any annual or special
meeting of shareholders at which any directors are elected, to elect the full
authorized number of directors to be voted for the meeting.

The Board may declare vacant the office of a director who has been
declared of unsound mind or convicted of a felony by an order of court.

The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies. Any such election by written consent requires the consent
of a majority of the outstanding shares entitled to vote. If the Board accepts
the resignation of a director tendered to

Page 6 of 13
<PAGE> 8

take effect at a future time, the shareholder shall have power to elect a
successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of the director's term of
office.

Section 6. Place of Meeting. Any meeting of the Board shall be held at any
place within or without the State of Nevada which has been designated from time
to time by the Board. In the absence of such designation meetings shall be held
at the principal executive office of the corporation.

Section 7. Regular Meetings. Immediately following each annual meeting of
shareholders the Board shall hold a regular meeting for the purpose of
organization, selection of a Chairman of the Board, election of officers, and
the transaction of other business. Call and notice. of such regular meeting is
hereby dispensed with.

Section 8. Special Meetings. Special meetings of the Board for any
purposes may be called at any time by the Chairman of the Board, the President,
or the Secretary or by any two directors.

Special meetings of the Board shall be, held upon at least four (4) days
written notice or forty-eight (48) hours notice given personally or by
telephone,.. telegraph, telex or other similar means of communication. Any such
notice shall be addressed or delivered to each director at such director's
address as it is shown upon the records of the Corporation or as may have been
given to the Corporation by the director for the purposes of notice.

Section 9. Quorum. A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, unless a greater number be
required by law or by the Articles of Incorporation. A meeting at which a quorum
is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the number of directors required as noted above to constitute a quorum for
such meeting.

Page 7 of l3
<PAGE> 9

Section 10. Participation in Meetings by Conference Telephone. Members of
the Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participate in such
meeting can hear one another.

Section 11. Waiver of Notice. The transactions of any meeting of the
Board, however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum be present and.
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made part of the minutes of the meeting.

Section 12. Adjournment. A majority of the directors present, whether or
not a quorum is present, may adjourn any directors' meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not be
given to absent directors if the time and place be fixed at the meeting
adjourned. If the meeting is adjourned for more than forty-eight (48) hours,
notice of any adjournment to another time or place shall be given prior to the
time of the adjourned meeting to the directors who were not present at the time
of adjournment.

Section 13. Fees and Compensation. Directors and members of committees may
receive such compensation, if any, for their services, and. such reimbursement
for expenses, as may be fixed or determined by the Board.

Section 14. Action Without Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
consent or consents shall have the same effect as a unanimous vote of the Board
and shall be filed with the minutes of the proceedings of the Board.

Section 15. Committees. The board may appoint one or more committees, each
consisting of two or more directors, and delegate to such committees any of the
authority of the Board except with respect to:

Page 8 of l3
<PAGE> 10

(a) The approval of any action which requires shareholders' approval or
approval of the outstanding shares;

(b) The filling of vacancies on the Board or on any committees;

(d) The amendment or repeal of bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board which by its
express terms is not so amenable or repealable by a committee of the
board;

(g) The appointment of other committees of the Board or the members
thereof.

Any such committee must be appointed by resolution adopted by a majority
of the authorized number of directors and may be designated an Executive
Committee or by such other name as the Board shall specify. The Board shall have
the power to prescribe the manner in which proceedings of any such committee
shall be conducted. Unless the Board or such committee shall otherwise provide,
the regular or special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions of
the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV - OFFICERS

Section 1. Officers. The officers of the corporation shall be a president,
a secretary and a treasurer. The corporation. may also have, at the discretion
of the Board, one or more vice-presidents, one or more assistant vice
presidents, one or more assistant secretaries, one or more assistant treasurers
and such other officers as may be elected or appointed in accordance with the
provisions of Section 3 of this Article.

Section 2. Election. The officers of the corporation, except such officers
as may be elected or appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold their respective offices until their
resignation, removal or other disqualification from service, or until their
respective successors shall be elected.

Page 9 of l3
<PAGE> 11

Section 3. Subordinate Officers. The Board may elect, and may empower the
President to appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the Board, or the
President may from time to time direct.

Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors at any time, or, except in the
case of an officer chosen by the. Board, by any officer upon whom such power of
removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein. The acceptance of such
resignation shall be necessary to make it effective.

Section 5. Vacancies. A vacancy of any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed by these bylaws for the regular election or appointment to
such office.

Section 6. President. The President shall be the chief executive officer
and general manager of the corporation. The President shall preside at all
meetings of the shareholders and, in the absence of the Chairman of the Board at
all meetings of the Board. The president has the general powers and duties of
management usually vested in the chief executive officer and the general manager
of a corporation and such other powers and duties as may be prescribed by the
Board.

Section 7. Vice Presidents. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board or, if not
ranked, the Vice President designated by the Board, shall perform all the duties
of the President, and when so acting shall have all the powers of, and be
subject to all the restrictions upon the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the President or the Board.

Section 8. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive offices and such other place as the Board may order, a book
of minutes of all meetings

Page 10 of 13
<PAGE> 12

of shareholders, the Board, and its committees, with the time and place of
holding, whether regular or special, and, if special, how authorized, the notice
thereof given, the names of those present at Board and committee meetings, the
number of shares present or represented at shareholders' meetings, and
proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of
the bylaws of the corporation at the principal executive office of the
corporation.

The Secretary shall keep, or cause to be kept, at the principal executive
office, a share register, or a duplicate share register, showing the names of
the shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the Board and any committees thereof required by
these bylaws or by law to be given, shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board.

Section 9. Treasurer. The Treasurer is the chief financial officer of the
corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and financial transactions of
the corporation, and shall send or cause to be sent to the shareholders of the
corporation such financial statements and reports as are by law or these bylaws
required to be sent to them.

The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the President and directors, whenever they
request it, an account of all transactions as Treasurer and of the financial
conditions of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.

Section 10. Agents. The President, any Vice-President, the Secretary or
Treasurer may appoint agents with power and authority, as defined or limited in
their appointment, for and on behalf of the corporation to execute and deliver,
and affix the seal of the corporation thereto, to bonds, undertakings,
recognizance, consents of surety or other written obligations in the nature

Page 11 of 13
<PAGE> 13

thereof and any said officers may remove any such agent and revoke the power and
authority given to him.

ARTICLE V - OTHER PROVISIONS

Section 1. Dividends. The Board may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by law, subject to any contractual
restrictions on which the corporation is then subject.

Section 2. Inspection of By-Laws. The Corporation shall keep in its
Principal Executive Office the original or a copy of these bylaws as amended to
date which shall be open to inspection to shareholders at all reasonable times
during office hours. If the Principal Executive Office of the Corporation is
outside the State of Nevada and the Corporation has no principal business office
in such State, it shall upon the written notice of any shareholder furnish to
such shareholder a copy of these bylaws as amended to date.

Section 3. Representation of Shares of Other Corporations. The President
or any other officer or officers authorized by the Board or the President are
each authorized to vote, represent, and exercise on behalf of the Corporation
all rights incident to any and all shares of any other corporation or
corporations standing in the name of the Corporation. The authority herein
granted may be exercised either by any such officer in person or by any other
person authorized to do so by proxy or power of attorney duly executed by said
officer.

ARTICLE VI - INDEMNIFICATION

Section 1. Indemnification in Actions by Third Parties. Subject to the
limitations of law, if any, the corporation shall have the power to indemnify
any director, officer, employee and agent of the corporation who was or is a
party or is threatened to be made a party to any proceeding (other than an
action by or in the right of to procure a judgment in its favor) against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding, provided that the Board
shall find that the director, officer, employee or agent acted in good faith and
in a manner which such person reasonably believed in the best interests of the
corporation and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. The termination of any proceeding by judgment,

Page 12 of 13
<PAGE> 14

order, settlement, conviction or upon a plea of nolo contenders shall not, of
itself create a presumption that such person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
corporation or that such person had reasonable cause to believe such person's
conduct was unlawful.

Section 2. Indemnification in Actions by or on Behalf of Corporation.
Subject to the limitations of law, if any, the Corporation shall have the power
to indemnify any director, officer, employee and agent of the corporation who
was or is threatened to be made a party to any threatened, pending or completed
legal action by or in the right of the Corporation to procure a judgment in its
favor, against expenses actually and reasonable incurred by such person in
connection with the defense or settlement, if the Board of Directors determine
that such person acted in good faith, in a manner such person believed to be in
the best interests of the Corporation and with such care, including reasonable
inquiry, as an ordinarily prudent person would use under similar circumstances.

Section 3. Advance of Expenses. Expenses incurred in defending any
proceeding may be advanced by the Corporation prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of the officer,
director, employee or agent to repay such amount unless it shall be determined
ultimately that the officer or director is entitled to be indemnified as
authorized by this Article.

Section 4. Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any officer, director, employee or agent of the
Corporation against any liability asserted against or incurred by the officer,
director, employee or agent in such capacity or arising out of such person's
status as such whether or not the corporation would have the power to indemnify
the officer, or director, employee or agent against such liability under the
provisions of this Article.

ARTICLE VII - AMENDMENTS

These bylaws may be altered, amended or repealed either by approval of a
majority of the outstanding shares entitled to vote or by the approval of the
Board; provided however that after the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the

Page 13 of 13
<PAGE> 15

maximum or minimum number or changing from a fixed to a flexible Board or vice
versa may only be adopted by the approval by an affirmative vote of not less
than two-thirds of the corporation's issued and outstanding shares entitled to
vote.

Page 14 of 13
<PAGE> 16

CERTIFICATE OF PRESIDENT

Mortgage Resources, Inc.

THIS IS TO CERTIFY that I am the duly elected, qualified and acting
President of Mortgage Resources, Inc. and that the above and foregoing By-laws,
constituting a true original copy were duly adapted as the By-laws of said
corporation on August 17, 1995 by the Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand.

Dated: This 17 day of August, 1995

President: /s/ Robert C. Bovard
---------------------------------
Robert C. Bovard

<PAGE> 1

EXHIBIT 3.6

ARTICLES OF INCORPORATION OF UNITED NATIONAL, INC.

<PAGE> 2

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

NOV 21 1997

No. 26278-97

/s/ Dean Heller
DEAN HELLER Secretary of State

ARTICLES OF INCORPORATION

UNITED NATIONAL, INC.

I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:

FIRST: The name of the corporation (hereinafter called the
corporation) is
UNITED NATIONAL, INC.

SECOND: The name of the corporation's resident agent in the State of
Nevada is [Illegible] Services of Nevada, Inc., and the street address of the
said resident agent where process may be served on the corporation is 502 East
John Street, Carson City 89706. The mailing address and the street address of
the said resident agent are identical.

THIRD: The total authorized capital stock of the corporation is
50,000,000 shares of common stock, and 5,000,000 shares of preferred stock, all
with a par value of $.001 each.

No holder of any of the shares of any class of corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class of the corporation which the corporation proposes to issue
or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation, and
any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations, and
associations, etc. for such lawful consideration, and on such terms, as
the Board of Directors in its discretion shall determine, without first
offering the same, or any hereof, to any said holder.
<PAGE> 3

FOURTH: The governing board of the corporation shall be styled as a
"Board of Directors", and any member of said Board shall be styled as a
"Director".

The number of members constituting the first Board ofDirectors of
the corporation and the name and the post office box or street address, either
residence or business, of each of said members are as follows:

NAME: ADDRESS
----- -------

Donald Wilen c/o United National, Inc.
100 Executive Drive
Brewster, NY 10509

The number of directors of the corporation may be increased or
decreased in the manner provided in the Bylaws of the corporation: provided,
that the number of directors shall never be less than one. In the interim
between election of directors by stockholders entitled to vote all vacancies,
including vacancies caused by an increase in the number of directors and
including vacancies resulting from the removal of directors by the stockholder
entitled to vote which are not filled by said stockholders, may be filled by
the remaining directors though less than a quorum.

FIFTH: The name and the post office box or street address, either
residence or business, of the incorporator signing these Articles of
Incorporation as follows:

NAME: ADDRESS
----- -------

B. Gould 502 East John Street
Carson City, NV 89706

SIXTH: The corporation shall have perpetual existence.

SEVENTH: The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by the General Corporation
Law of the State of Nevada, as the same may be amended and supplemented.

EIGHTH: The corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of Nevada, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said law and the
indemnification provided for herein shall not be deemed exclusive of any other
rights
<PAGE> 4
to which those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action another
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

NINTH: The nature of the business or prospects or purposes proposed
are to engage in any lawful act or activity for which corporation may be
organized under the General Corporation Law of the State of Nevada.

TENTH: The corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I do hereby execute these Articles of
Incorporation on November 21, 1997.

/s/ B. Gould
---------------------------
B. Gould, Incorporator

STATE OF Nevada )
) SS.:
Carson City )

On this 21st day of November, 1997, personally appeared before me, a
Notary Public and for the State and County aforesaid, B. Gould, known to me to
be the person described and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.

WITNESS my hand and official seal, the day and year first above
written.

/s/ Cyndy Woodgate
---------------------------
Notary Public

=================================================
CYNDY WOODGATE
[SEAL] NOTARY PUBLIC - NEVADA
Appt. Recorded in CARSON CITY
My Appt. Exp. May 6, 2001
=================================================

(Notarial Seal)
<PAGE> 5

STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE

DEAN HELLER
Secretary of State

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

NOV 21 1997

No. 26278-97

/s/ Dean Heller
DEAN HELLER Secretary of State

CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY
RESIDENT AGENT

IN THE MATTER OF UNITED NATIONAL, INC.
---------------------------------------------------------
Name of Corporation

I, CSC Services of Nevada, Inc. with address at Suite ,
-------------------------------- ---------------------
Name of Resident Agent

Street 502 East John Street ,
------------------------------------------------------------------------

City of Carson City , State of Nevada, Zip Code 89706 ,
----------------------- --------------------

(mailing address if different: )
-------------------------------------------------

hereby accept the appointment as registered agent of the above-named business
entity.

November 21, 1997 By: /s/ B. Gould
------------------------------
Signature of Resident Agent
<PAGE> 6

- --------------------------------
STATE OF NEVADA
Secretary of State

I hereby certify that this is a
true and complete copy of
the document as filed in this
office.

NOV 21 1997

/s/ Dean Heller
DEAN HELLER
Secretary of State

By /s/ Kari Rhodes
- --------------------------------

<PAGE> 1

EXHIBIT 3.7

ARTICLES OF ORGANIZATION OF UNITED NATIONAL MORTGAGE, LLC

<PAGE> 2

F961002000633

BILLED

TWG-14

ARTICLES OF ORGANIZATION

UNITED NATIONAL MORTGAGE, LLC

STATE OF NEW YORK
DEPARTMENT OF STATE

FILED OCT 02 1996
TAX $
---------------
BY: [ILLEGIBLE]
-----------------

Filed by: Smith, Buss & Jacobs, Esq
750 Lexington Ave.
New York, NY 10022

001002000658

<PAGE> 3

F961002000633

ARTICLES OF ORGANIZATION OF
UNITED NATIONAL MORTGAGE, LLC
Under Section 203 of the Limited Liability Company Law

The undersigned, being authorized to execute and file these Articles,
hereby certifies that:

FIRST: The name of the limited liability company (hereinafter referred to
as the "Company") is UNITED NATIONAL MORTGAGE, LLC.

SECOND: The county within New York State in which the office of the
company is to be located in DUTCHESS.

THIRD: The latest date on which the Company is to be dissolved is December
31, 2095.

FOURTH: The Secretary of State is designated as agent of the Company upon
whom process against the company may be served. The Post Office address to which
the Secretary of State shall mail a copy of any process against the Company is:

United National Mortgage, LLC
c/o Wilen Klapper & Glassman
296 temple Hill Road
New Windsor, NY 12553

FIFTH: The effective date of the Articles of organization shall be the
date of filing with the Secretary of State.

SIXTH: The purpose of the company is to engage in the business of mortgage
banking.

SEVENTH: The company is to be managed by one or more members.

IN WITNESS WHEREOF, these Articles of Organization have been subscribed
this 13th day of September, 1996 by the undersigned who affirms that the
Statements made herein are true under penalties of perjury.

/s/ Kenneth R. Jacobs
--------------------------
Kenneth R. Jacobs,
Attorney in-fact

State of New York )
ss:
Department of State )

I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is a true
copy of said original.

Witness my hand and seal of the department of State on JAN - 7 1997

[SEAL] /s/ [ILLEGIBLE]

Special Deputy Secretary of State.

<PAGE> 1

EXHIBIT 3.8

CERTIFICATE OF AMENDMENT OF
ARTICLES OF ORGANIZATION OF UNITED NATIONAL MORTGAGE, LLC

<PAGE> 2

F980203000114

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

UNITED NATIONAL MORTGAGE, LLC

UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY
LAW

STATE OF NEW YORK
DEPARTMENT OF STATE

FILED FEB. 03 1998
TAX $
---------------
BY: [ILLEGIBLE]
-----------------

BILLED
ACR - 41

FILED BY:
HIQ CORPORATION SERVICES
516 NORTH CHALES STREET, 5TH FL.
BALTIMORE MD 21201

<PAGE> 3

F980203000114

CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF ORGANIZATION
OF
UNITED NATIONAL MORTGAGE, LLC

(Under Section 211 of the Limited Liability Company Law)

FIRST: The name of the Limited Liability company is:

UNITED NATIONAL MORTGAGE, LLC

SECOND: The date of filing of the Articles of Organization is:

OCTOBER 2, 1996.

THIRD: The amendments effected by this Certificate of Amendment are as follows:

A) Paragraph "SECOND" of the Articles of Organization dealing with the
county of the office of the company is hereby amended to read as follows:

PUTMAN COUNTY

B) Paragraph "FOURTH" of the Articles of Organization dealing with the
post office address to which the secretary of state shall mail a copy of
any process against the company is hereby amended to read as follows:

UNITED NATIONAL MORTGAGE, LLC
SOUTHEAST EXECUTIVE PARK
100 EXECUTIVE BOULEVARD
SUITE 106
BREWSTER, NEW YORK 10509

IN WITNESS WHEREOF, this certificate has bee subscribed this 20th day of
November, 1997, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

/s/ Donald Wilen
--------------------------
Donald Wilen, 100% Member
Chief Executive Officer

<PAGE> 4

State of New York )
ss:
Department of State )

I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is a true
copy of said original.

Witness my hand and seal of the Department of State on AUG 21 1998

[SEAL] /s/ [ILLEGIBLE]

Special Deputy Secretary of State.

DOS-1266 (5/96)

<PAGE> 1

EXHIBIT 3.9

OPERATING AGREEMENT OF UNITED NATIONAL MORTGAGE, LLC

<PAGE> 2

OPERATING AGREEMENT

Operating Agreement (the "Agreement") dated as of July 1, 1996 for United
National Mortgage, LLC, entered into by Donald Wilen , 48 Mill Street, Newburgh,
NY 11550. Each party is referred to individually in this Agreement as a "Member"
and collectively as "Members".

EXPLANATORY STATEMENT

The parties have agreed to organize and operate a limited liability company in
accordance with the terms and subject to the conditions set forth in this
Agreement.

NOW, THEREFORE, for good and valuable consideration, the parties, intending
legally to be bound, agree as follows:

Article I
Defined Terms

The capitalized terms set forth in Exhibit A attached to this Agreement shall
have the meaning specified in this Article I, and are incorporated by reference
into this Agreement. Other terms defined in the text of this Agreement shall
have the meanings respectively ascribed to them.

Article II
Formation and Name: Office; Purpose; Term

2.1. Organization. The parties hereby organize United National Mortgage,
LLC, a limited liability company under the Law and the provisions of this
Agreement and, for that purpose, have or will cause Articles of organization to
be prepared, executed, and filed with the New York Department of State.

2.2. Name of the Company. The name of the Company shall be United National
Mortgage, LLC. The Company may do business under that name and under any other
name or names upon which the Members agree. If the Company does business under a
name other than that set forth in its Articles of organization, then the Company
shall file a certificate as required by General Business Law ss. 130.

2.3. Purpose. The Company is organized solely to engage in mortgage
brokerage, mortgage banking, financial services, and related purposes;
ownership, management and operation of such businesses; employment or engagement
of such personnel, and any and all other things necessary, convenient, or
incidental to those purposes. The members may change the stated purposes by the
unanimous consent of the Class A members.

<PAGE> 3

2.4. Term. The term of the Company shall begin upon the filing of Articles
of Organization with the New York Department of State and shall continue for 99
years from the date of execution hereof unless its existence is sooner
terminated pursuant to Article VII of this Agreement.

2.5. Registered Agent. The name and address of the Company's registered
agent in the State of New York shall be Donald Wilen , 296 Temple Hill Road, New
Windsor, New York, 12253.

2.6. Members. The membership in the Company consists of Class A Members
and Class B Members. The name, current mailing address, taxpayer identification
number, and Percentage of each current Member are set forth on Exhibit B. As of
the date of this Agreement, there is one Class A Member. If a Member is not
specifically designated a Class A Member in accordance with this Agreement, the
Member shall be deemed a Class B Member.

2.7. Banking Department Approval Required. Notwithstanding anything else
in this agreement, no person shall be deemed a Member without first complying
with the requirements of the Banking Department of the State of New York (if
any) with respect to the issuance or acquisition of a Membership Interest.

Article III
Members; Capital; Capital Accounts

3.1. Initial Capital Contributions. Upon the execution of this Agreement,
the Members shall contribute to the Company cash or property in the amounts or
of a value respectively set forth in Exhibit B.

3.2. Additional Capital Contributions. By a vote of a majority in interest
of the Class A Members, the Class A and Class B Members may be required to
contribute additional capital to the Company in proportion to their Percentages
on 30 days notice. Any Member may refuse or fail to contribute its share of any
additional capital required (referred to herein as the "Non-Contributing
Member"). In that case, though, the other Class A and Class B Members (or any
one of them) may contribute the additional capital that is not paid by the
Non-Contributing Member. In return, the Percentage of the Non-Contributing
Member shall be decreased by a fraction, the numerator of which is the amount of
additional capital paid by a contributing Member in place of the
Non-Contributing Member, and the denominator of which is the initial capital
contribution of the Non-Contributing Member. The Percentage of a contributing
Member will be increased by its relative share of the additional capital which
it contributed in place of the Non-Contributing Member. Any Class A Membership
Interest purchased by a Class Member shall automatically become a Class B
Membership Interest

2
<PAGE> 4

3.3. No Interest on Capital Contributions. Members shall not be paid
interest on their Capital Contributions.

3.4. Return of Capital Contributions. Except as otherwise provided
in this Agreement, no Member shall have the right to receive any return of any
Capital Contribution.

3.5. Form of Return of Capital. If any Member is entitled to receive
a return of a Capital Contribution, the Company may distribute cash, notes,
property, or a combination thereof to the Member in return of the Capital
Contribution.

3.6. Capital Accounts. A separate Capital Account shall be
maintained for each Member.

Article IV
Profit, Loss, and Distributions

4.1 Allocations of Profits and Losses. The Net Profits and the Net Losses
for each Fiscal Year shall be allocated to each Member in accordance with the
ratio of the value of his, her or its Capital Account to the value of all
Capital Accounts in the aggregate.

4.2 Distributions. Distributions shall be made from time to time in the
discretion of the Class A Members. All Distributions shall be made to the
Members pro rata in proportion to their Membership Interest as of the record
date set for such Distribution.

4.3 Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

4.4. Regulatory Allocations.

4.4.1. Qualified Income Offset. No Member shall be allocated Losses
or deductions if the allocation causes the Member to have an Adjusted Capital
Account Deficit. Except as provided in Section 4.4.2 hereof, in the event any
Member unexpectedly receives any adjustments, allocations or distributions
described in Section 1.704-l(b) (2) (ii) (d) (4), (5) or (6) of the Regulations,
items of Company income and gain shall be specially allocated to such person in
an amount an manner sufficient to eliminate, to the extent required by the
Regulations, the Adjusted Capital Account Deficit of such person as quickly as
possible. Except as provided in Section 4.4.2 hereof, if any Member has an
Adjusted Capital Account Deficit at the end of any Company fiscal year, such
person shall be specially allocated items of Company income and gain for such
year (and, if necessary, subsequent years) in an amount and manner sufficient to
eliminate such Adjusted Capital Account Deficit as quickly as possible. This
Section 4.4.1 is intended to comply with,

3
<PAGE> 5

and shall be interpreted consistently with, the "qualified income offset"
provisions of the Regulations promulgated under Code Section 704(b).

4.4.2. Minimum Gain Chargeback. Except as set forth in Regulation Section
l.704-2(f) (2), (3), and (4), if, during any taxable year, there is a net
decrease in Minimum Gain, each Member, prior to any other allocation pursuant to
this Article IV, shall be specially allocated items of gross income and gain for
such taxable year (and, if necessary, subsequent taxable years) in an amount
equal to that Member's share of the net decrease of Minimum Gain, computed in
accordance with Regulation Section 1.704-2(g). Allocations of gross income and
gain pursuant to this Section 4.4.2 shall be made first from gain recognized
from the disposition of Company assets subject to nonrecourse liabilities
(within the meaning of the Regulations promulgated under Code Section 752), to
the extent of the Minimum Gain attributable to those assets, and thereafter,
from a pro rata portion of the Company's other items of income and gain for the
taxable year. It is the intent of the parties hereto that any allocation
pursuant to this Section 4.4.2 shall constitute a "minimum gain chargeback"
under Regulation Section 1.704-2(f).

4.4.3. Contributed Property and Book-ups. In accordance with Code Section
704(c) and the Regulations thereunder, as well as Regulation Section 1.704-1(b)
(2) (iv) (d) (3), income, gain, loss, and deduction with respect to any property
contributed (or deemed contributed) to the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of the property to the Company for federal income tax
purposes and its fair market value at the date of contribution (or deemed
contribution). If the adjusted book value of any Company asset is adjusted as
provided herein, subsequent allocations of income, gain, loss, and deduction
with respect to the asset shall take account of any variation between the
adjusted basis of the asset for federal income tax purposes and its adjusted
book value in the manner required under Code Section 704(c) and the Regulations
thereunder.

4.5. Liquidation and Dissolution.

4.5.1 If the Company is liquidated, the assets of the Company shall
be distributed to the Members in proportion to their Adjusted Capital Balances.

4.5.2. No Member shall be obligated to restore a Negative Capital
Account.

4.6. General.

4.6.1 Except as otherwise provided in this Agreement, the timing and
amount of all distributions shall be determined by the Manager.

4
<PAGE> 6

4.6.2.The Class A Members are authorized, upon the advice of the
Company's tax counsel, to amend this Article IV to comply with the Code and the
Regulations promulgated under Code Section 704(b); however, that no amendment
shall materially affect distributions to any Member without the Member's prior
written consent.

4.6.3 All Profit and Loss shall be allocated, and all distributions
shall be made to the Persons shown on the records of the Company to have been
Members as of the last day of the taxable year for which the allocation or
distribution is to be made. Notwithstanding the foregoing, unless the Company's
taxable year is separated into segments, if there is a Transfer or an
Involuntary Withdrawal during the taxable year, the Profit and Loss shall be
allocated between the original Member and the successor on the basis of the
number of days each was an Member during the taxable year; provided, however,
the Company's taxable year shall be segregated into two or more segments in
order to account for Profit, Loss, or proceeds attributable to a Capital
Transaction or to any other extraordinary nonrecurring items of the Company.

ARTICLE V
Meetings of Members; Management of Company

5.1 Annual Meeting. The annual meeting of the Members shall be held on
each third Tuesday in March or at such other time as shall be determined by the
vote or written consent of the Class A Members for the purpose of the
transaction of any business as may come before such meeting. Only Class A
Members may vote.

5.2 Special Meetings. Special meetings of the Members, for any purpose or
purposes, may be called by any Class A Member holding not less than ten percent
of the Membership Interests.

5.3 Place of Meeting. Meetings of the Members shall be held at the offices
of the Company or as they may otherwise agree.

5.4 Notice of Meetings. Written notice stating the place, day and hour of
the meeting indicating that it is being issued by or at the direction of the
person or persons calling the meeting, stating the purpose or purposes for which
the meeting is called shall be delivered no fewer than ten nor more than sixty
days before the date of the meeting. If the Notice of Meeting includes an agenda
item in which a Class B Member is entitled to participate, the notice of meeting
must be sent to the Class B Member on the same terms.

5.5 Record Date. For the purpose of determining the Members entitled to
notice of or to vote at any meeting of Members or any adjournment of such
meeting, or Members entitled to receive payment of any Distribution, or to make
a determination of Members for any other purpose, the date on which notice of
the meeting is mailed or

5
<PAGE> 7

the date on which the resolution declaring Distribution is adopted, as the case
may be, shall be the record date for making such a determination. When a
determination of Members entitled to vote at any meeting of Members has been
made pursuant to this Section, the determination shall apply to any adjournment
of the meeting.

5.6 Quorum. At least a majority in membership interest of the Class A
Members, present in person or by proxy, shall constitute a quorum at any meeting
of Members. In the absence of a quorum at any meeting of Members, a majority of
the Membership Interests so represented may adjourn the meeting from time to
time for a period not to exceed sixty days without further notice. The Members
present at a meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during the meeting of Membership Interests whose
absence results in less than a quorum being present.

5.7 Telephone Participation. Members may participate in regular or special
meetings of Members by telephone as well as in person, and any action taken at
such meeting will be deemed a valid action of the Members.

5.8 Proxies.

5.8.1. A Member may vote in person or by proxy executed in writing
by the Member or by a duly authorized attorney-in-fact.

5.8.2. Every proxy must be signed by the Member of his or her
attorney-in-fact. No proxy shall be valid after the expiration of eleven months
from the date thereof unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the Member executing it, except as otherwise
provided in this Section.

5.8.3. The authority of the holder of a proxy to act shall not be
revoked by the incompetence of the Member who executed the proxy unless, before
the authority is exercised, written notice of any adjudication of such
incompetence is received by the Company or any Member.

5.9 Action by Members without Meeting. When all Class A (or Class B, if
applicable) Members of the Company are present at any meeting, or if those not
present sign in writing a waiver of notice of the meeting, or subsequently
ratify all of the proceedings of the meeting, the transactions of the meeting
are as valid as if a meeting were formally called and notice had been given.

5.10 Voting. Except as otherwise provided in this Agreement, the
affirmative vote of a majority in interest of Class A Members shall be required
to approve any matter coming before the Members.

6
<PAGE> 8

5.11. Management. The Company shall be managed by the Class A Members.
Except as otherwise provided in this Agreement, each Class A Member shall have
the right to act for and bind the Company in the ordinary course of its
business.

5.12. Voting; Manner of Acting. Except as set forth in this Agreement,
only Class A Members are entitled to vote. Except as set forth elsewhere in this
Agreement, if a quorum is present at any meeting, the vote or written consent of
a majority in Membership Interest of the Class A Members shall be the act of the
Members, unless the vote of a greater or lesser proportion or number is
otherwise required by the New York Act, the Articles of Organization or this
Agreement.

5.13. Actions Requiring Unanimous Consent of Class A Members. Except as
specifically provided in this Agreement, the following actions of the Company
require the unanimous consent of the Class A and Class B Members, voting as a
whole:

5.13.1. Loans to Members: the making of any loans or extension of
credit to any Member.

5.13.2. Purchases from Members: the purchase of any goods and
services from any Member;

5.13.3. Contribution of Additional Capital by Members: the
contribution of additional capital from Members;

5.13.4. Bankruptcy or Assignment for Benefit of Creditors: any
action by the Company to commence (i) any case, proceeding or other action
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (ii) any action seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its assets, or making a general assignment for the benefit
of its creditors;

5.13.5. Amendment of Company Documents: any amendment of the
Articles of organization of the Company or this Agreement (except as provided in
Law Section 213(b));

5.13.6. Contract with Member: any consent by the Company, or the
taking of any action by the Company, directly or indirectly, which would result
in the Company, directly or indirectly engaging in any transactions in which any
officer, director or stockholder of the Company, or any Affiliate of any such
person, has a direct or indirect personal financial interest, other than
pursuant to contracts, agreements or understanding which (i) are in effect on
the date hereof or (ii) involve total payments or the transfer of

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<PAGE> 9

property having an aggregate fair market value of less than $50,000 to any one
Member or any Affiliate of any such person;

5.13.7. Change in Business: any action by the Company to engage in
any business or investment activity other than the business in which it is
engaged on the date hereof, either directly, indirectly, through partnerships or
joint ventures with other persons, through ownership of securities issued by or
making loans to or otherwise investing in other persons, through subsidiaries,
divisions or Affiliates, or otherwise;

5.13.8. Change in Management or Employment Agreement: any amendment
or modification of any management agreement or any employment agreement entered
into by the Company with any Member or other key employee or with any
organization formed by such Members or employees. However, in calculating the
requisite percentage for approval, the Membership Interest of the person whose
agreement is being changed shall be excluded.

5.13.9. Executing Contracts. The execution of contracts having a
term in excess of three years.

5.13.10. Merger or Consolidation. The approval of a merger or
consolidation of the Company with or into another LLC or other business entity;

5.13.11. Dissolution of Company. Making the determination to
dissolve the Company;

5.13.12. Pledge or Transfer of Membership Interest: the pledge or
transfer of any portion of a Member's Membership Interest in the Company;

5.13.13. Increase in Number of Members: Any increase in the number
of Members;

5.13.14. Grant of Additional Membership Interest. The grant of any
additional Membership Interest by the Company; and

5.13.15. Borrowing Money: The borrowing of any money in excess of
$10,000 in the aggregate by the Company; or

5.14. Personal Services. No Member shall be required to perform services
for the Company solely by virtue of being a Member. Unless approved by the
Members, no Member shall be entitled to compensation for services performed for
the Company. However, upon substantiation of the amount and purpose thereof, the
Members shall be entitled to reimbursement for expenses reasonably incurred in
connection with the activities of the company.

5.15. Duties of Parties.

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<PAGE> 10

5.15.1. The Members shall devote such time to the business and
affairs of the Company as is necessary to carry out the Members' duties set
forth in this Agreement.

5.15.2. Except as otherwise expressly provided in subsection 5.15.3,
nothing in this Agreement shall be deemed to restrict in any way the rights of
any Member, or of any Affiliate of any Member, to conduct any other business or
activity whatsoever, and no Member shall be accountable to the Company or to any
other Member with respect to that business or activity even if the business or
activity competes with the Company's business. The organization of the Company
shall be without prejudice to the Members' respective rights (or the rights of
their respective Affiliates) to maintain, expand, or diversify such other
interests and activities and to receive and enjoy profits or compensation
therefrom. Each Member waives any rights the Member might otherwise have to
share or participate in such other interests or activities of any other Member
or the Member's Affiliates.

5.15.3. Each Member understands and acknowledges that the conduct of
the Company's business may involve business dealings and undertakings with
Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms.

5.16. Compensation of Members.

(a) No member shall be entitled to compensation solely by reason of
his or her being a Member.

(b) Nothing in the previous subsection (a) shall prohibit the
Company from employing a Member (or an affiliate of a Member) to perform various
duties on behalf of the Company in connection with the operation of the business
of the Company, subject to Section 5.13.6.

5.17. Liability and Indemnification.

(a) A Member shall not be liable, responsible, or accountable, in
damages or otherwise, to any other Member or to the Company for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.

(b) The Company shall indemnify each Member for any act performed by
the Member with respect to Company matters, except for fraud, bad faith, gross
negligence, or an intentional breach of this Agreement.

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<PAGE> 11

Article VI
Transfer of Interests and Withdrawal of Members

6.1 General.

6.1.1. Except as set forth in this Agreement, no Member shall gift,
sell, assign, pledge, hypothecate, exchange or otherwise transfer to another
Person any portion of a Membership Interest or Economic Interest without the
consent of the Class A Members, which may be withheld in the sole discretion of
the Class A Members. Each Member acknowledges the reasonableness of this
prohibition in view of the purposes of the Company and the relationship of the
Members. The voluntary Transfer of any Membership Interests or Economic Interest
in violation of the prohibition contained in this Section 6.1 shall be deemed
invalid, null and void, and of no force or effect. Any Person to whom Membership
Interests are attempted to be transferred in violation of this Section 6.1 shall
not be entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

6.1.2. Transferee Not a Member. Except as expressly set forth in
this Agreement, no Person purporting to acquire a Membership Interest pursuant
to this Section other than an existing Member shall become a Member unless such
Person is approved by the Class A Members. If no such approval is obtained, such
Person's purported Membership Interest shall only entitle that Person to receive
the distributions and allocations of profits and losses to which the Member from
whom or which the Person purported to receive such Membership Interest would be
entitled, i.e., the Economic Interest of the Member only. Nothing in this clause
shall imply that a Member may transfer an Economic Interest except as expressly
permitted herein, or deprive the Company or any other Member of any other rights
or remedies against a Member who purports to transfer his or her Membership
Interest or Economic Interest in violation of this Agreement.

6.1.3. No Member may pledge any portion of its Membership Interest
to any other Person. If any Member is not an individual, no Member may pledge or
Transfer any portion of its equity interest in a Member to any other Person.

6.1.4. In addition to any other restrictions in this Agreement, no
Person may become a Member unless they execute and agree to be bound by the
terms of this Operating Agreement.

6.1.5. All permitted Transferees shall be deemed Class B Members
unless they are already Class A Members or are expressly approved by the Class A
Members.

6.1.6. Banking Department Approval Required. Notwithstanding
anything else in this agreement, no person shall be deemed a Member without
first complying with the requirements of the

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<PAGE> 12

Banking Department of the State of New York (if any) with respect to the
issuance or acquisition of a Membership Interest.

6.2. Resignation. A Member may resign from the Company at any time.
If a Member resigns, the Company may be subject to dissolution unless within 180
days after the date of Resignation, the remaining Class A Members of the Company
vote to continue the Company. The resignation of a Member shall trigger the
"Call" and "Put" Privileges described below.

6.3. Involuntary Withdrawal. After the occurrence of an Event of
Involuntary Withdrawal (as defined in Exhibit A) of a Member, the following
shall apply:

6.3.1. An Event of Involuntary Withdrawal shall trigger the
Call Privilege described in Section 6.4, subject to the other terms of this
Article.

6.3.2. To the extent the other Members do not exercise their
Call Privilege after the occurrence of an Event of Involuntary Withdrawal, the
successor of the withdrawing Member shall hold the Economic Interest of the
Member, but shall not become a Member and shall have none of the rights of a
Member. However, if the Company is continued as provided in Section 7.1.3, then
upon the liquidation of the Company, the successor holder of the Member's
Economic Interest shall be entitled to receive the fair market value of the
Member's Economic Interest as of the date the Member Involuntarily Withdrew from
the Company.

6.4. "Call" and "Put" Privileges.

6.4.1. Call. In case of the Resignation or Involuntary Withdrawal of
a Member (hereinafter referred to as a "Triggering Event"), the withdrawing
Member or its legal representative shall send a notice of the event ("Triggering
Event Notice") within 30 days after the occurrence of the Triggering Event. Any
Member or its legal representative may send a Triggering Event Notice to the
other Members at any time. The Triggering Event Notice shall constitute the
grant of an option to the Class A and B Members to purchase any or all of the
Membership or Economic Interest of the Withdrawing Member (hereinafter referred
to as a "Call") for a price equal to its Percentage share of the "Agreed Value"
(as defined in Section 6.5 below) of the assets owned by the Company at that
time. If the Member has Resigned, the Agreed Value shall be discounted by twenty
(20%) percent. The Call shall be available to and may be exercised by any Member
within 60 days after service of the Triggering Event Notice by giving notice to
the other Class A and B Members. If more than one Class A or B Member notifies
the withdrawing Member or holder of its intention to accept the Call, the
Membership Interest of the withdrawing Member shall be conveyed pro-rata to the
remaining Class A and B Members.

6.4.2. "Put". If the other Class A and B Members do not exercise
their Call Privileges within the applicable time period,

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<PAGE> 13

the Withdrawing Member shall have the option to require the Company or the other
Class A and B Members to purchase the Members's Membership Interest for a price
equal to its Percentage share of the Agreed Value of the assets owned by the
Company at that time. If the Member has Resigned, the Agreed Value shall be
discounted by thirty percent (30%). The option may be exercised by giving notice
to the Company. If the option is exercised, the Appraised Price shall be
determined in accordance with Section 6.5, and the terms of the purchase shall
be implemented in accordance with Section 6.6.

6.5. Agreed Value and Appraised Price.

6.5.1. Agreed Value. In case of Involuntary Withdrawal, the "Agreed
Value" of a Membership Interest or Economic Interest shall be calculated as
follows:

6.5.1.1. During the first year after the date of organization
of the Company, the Agreed Value of the Membership Interest of the Withdrawing
Member shall be equal to the book value of the Company, increased by 4% per
annum (not compounded), and reduced by any return of capital previously received
by the Member.

6.5.1.2. Thereafter, the Agreed Value shall be the "Appraised
Price" of a Member's Membership Interest or a holder's Economic Interest in the
Company, determined as set forth below.

6.5.2. Appraised Price. The "Appraised Price" shall be determined as
follows:

6.5.2.1. First, by mutual agreement of the Class A Members
with the Member or holder;

6.5.2.2. If mutual agreement is not reached within thirty (30)
days after delivery of the Triggering Event Notice, the Appraised Price shall be
determined in accordance with the following:

(i) Selection of Appraiser. Each party shall appoint one
individual as an Appraiser within ten (10) days after the expiration of the
thirty (30) day period provided above. The appraisers so appointed by the
parties shall meet within thirty (30) days of their appointment and shall
determine the fair market value of the Interest.

(ii) Third Appraiser. If the Appraisers are unable to
agree upon the fair market value of the Interest within thirty (30) days after
their appointment, they shall select and designate one Additional Appraiser for
this purpose whose determination, which shall be made within thirty (30) days
after the expiration of the immediately preceding thirty (30) days period, shall
be binding on all parties.

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<PAGE> 14

(iii) Substitute Appraiser. If any Appraiser should
become unable or unwilling for any reason whatsoever to serve, a substitute
shall be appointed by the party originally selecting such Appraiser. If the
Appraisers first appointed shall be unable to agree on an Additional Appraiser,
such Additional Appraiser shall be appointed by the American Arbitration
Association, located in New York City.

(iv) Qualifications. All appraisers shall be selected
from companies whose principal is a member of the American Society of
Appraisers, and shall be familiar with the financial services business.

(v) Costs. The parties agree to share equally the costs
incurred in the appointment of the Appraisers and all Appraisal fees.

6.6. General Conditions to Purchase.

In the event of any purchase of an Interest by a Member under the
provisions of this Agreement, the following shall apply:

6.6.1. Except as otherwise provided herein, the closing of any
purchase by the Members under this Agreement shall take place on the "Closing
Date" at the offices of counsel to the Company on the 60th day after the
determination of the Appraised Price, unless mutually extended.

6.6.2. At the closing, and except as otherwise provided herein, the
selling Member or holder shall deliver to the purchasing party an assignment of
the Interest of the selling Member or holder to be purchased, free and clear of
all liens, claims or encumbrances, with evidence of payment of all transfer
taxes and fees, if any.

6.6.3. At the closing, the purchasing party shall deliver:

6.6.3.1. A down payment (by certified or bank cashier's check)
in an amount equal to 25% of the Agreed Value of the Interest;

6.6.3.2. A Promissory Note, in negotiable form, in the
principal amount of the remainder of the Agreed Value bearing interest at the
rate of 6% per annum. In the case of an Involuntary Withdrawal, the Note shall
be payable in 60 consecutive monthly installments. In the case of Resignation,
the Note shall be payable in 84 monthly installments. All installments shall be
comprised of principal together with all interest accrued thereon to the date of
such payment. The first such payment shall be due and payable thirty (30) days
after the Closing Date. The Note shall be collateralized by a pledge to the
selling Member or holder of the purchased Interest held by the purchasing
Member. If the purchasing members have exercised a Call Privilege, the
purchasing Members

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<PAGE> 15

also shall be liable personally for the Note. The Note shall be prepayable
without penalty.

6.6.4. The Company and all Members shall do all things necessary and
appropriate to consummate such closing.

6.6.5. The Triggering Event Notice shall be deemed to be a firm
nonwithdrawable offer for the applicable time periods under this Agreement.

6.6.6. If any Member or holder transferring an Interest in the
Company is an officer, director or employee of the Company, that person shall
tender his or her resignation from all such positions simultaneously with the
closing of the Transfer of his Interest.

6.6.7. Any Member or holder who shall Transfer its Economic Interest
pursuant to the provisions of this Agreement, subsequent to such Transfer and
for a reasonable time thereafter, shall have access to all records of the
Company as shall be necessary to discharge his obligations under applicable law
and regulations.

6.7. Specific Performance. If a Member or holder or its designee fails to
comply with any of its obligations under this Article within the time limits
specified above, the Company or any other Member may enforce the obligation in a
court of competent jurisdiction, and the costs of enforcement shall be borne by
the Member not in compliance.

6.8. Grace Periods for Exercise of Rights by Company or Members after
event of Withdrawal Occurs. No grace period for the exercise of any Call
Privilege, avoidance of dissolution or other obligation to vote by Members after
a Triggering Event or other event of Withdrawal occurs shall commence until, the
Triggering Event Notice has been given, or pursuant to court order under Section
6.7.

Article VII
Dissolution, Liquidation, and
Termination of the Company

7.1. Events of Dissolution. The Company shall be dissolved upon the
happening of any of the following events:

7.1.1. when the period fixed for its duration in Section 2.4 has
expired;

7.1.2. upon the unanimous determination of the Class A members;

7.1.3. upon the Involuntary Withdrawal of a Member, unless within
ninety (90) days after the event of Involuntary Withdrawal, the remaining Class
A Members elect, by a vote of a

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<PAGE> 16

majority of the Percentages then held by the other Class A Members, to continue
the business of the Company pursuant to the terms of this Agreement; or

7.1.4. upon demand of a Member, if such Member has exercised its
"Put" privilege under Article VIII and the Company or the other Members have not
complied with their obligation to purchase the Membership Interest of the
Withdrawing Member in accordance with Section 6.6 within 30 days after the
foregoing demand for dissolution has been made.

7.2. Procedure for Winding Up and Dissolution. If the Company is
dissolved, the Class A Members shall wind up its affairs. On winding up of the
Company, the assets of the Company shall be distributed, first, to creditors of
the Company, including Members who are creditors, in satisfaction of the
liabilities of the Company, and then to the Members in accordance with Section
4.5.

7.3. Filing of Articles of Dissolution. If the Company is dissolved, the
Class A Members shall promptly file Articles of Dissolution with the Department
of State. If there are no Class A Members, then the Articles of Dissolution
shall be filed by the remaining Members; if there are no remaining Members, the
Articles shall be filed by the last Person to be a Member; if there are neither
remaining Members, or a Person who last was a Member, the Articles shall be
filed by the legal or personal representatives of the Person who last was a
Member.

Article VIII
Books, Records, Accounting, and Tax Elections

8.1. Bank Accounts. All funds of the Company shall be deposited in a bank
account or accounts opened in the Company's name. The Class A Members shall
determine the institution or institutions at which the accounts will be opened
and maintained, the types of accounts, and the Persons who will have authority
with respect to the accounts and the funds therein.

8.2. Books and Records.

8.2.1. The Class A Members shall keep or cause to be kept books and
records of the Company and supporting documentation of the transactions with
respect to the Company's business.

8.2.2. The books and records shall be maintained in accordance with
sound accounting practices and shall be available at the Company's principal
office for examination by any Member or the Member's duly authorized
representative at any and all reasonable times during normal business hours.

8.2.3. Each Member shall reimburse the Company for all costs and
expenses incurred by the Company in connection with the Member's inspection and
copying of the Company's books and records.

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<PAGE> 17

8.3. Annual Accounting Period. The annual accounting period of the Company
shall be its taxable year. The Company's taxable year shall be selected by the
Class A Members, subject to the requirements and limitations of the Code.

8.4. Reports. Within ninety (90) days after the end of each taxable year
of the Company, the Class A Members shall cause to be sent to each Person who
was a Member at any time during the taxable year then ended an annual
compilation report, prepared by the Company's independent accountants in
accordance with standards issued by the American Institute of Certified Public
Accountants. At the request of any Member, and at the Member's expense, the
Class A Members shall cause an audit of the Company's books and records to be
prepared by independent accountants for the period requested by the Member.

8.5. Tax Matters Member. The Class A Members may designate a tax matters
Member ("Tax Matters Member"). The Tax Matters Member shall have all powers and
responsibilities provided in Code Section 6221, et seq.

8.6. Tax Elections. The Class A Members shall have the authority to make
all Company elections permitted under the Code, including, without limitation,
elections of methods of depreciation and elections under Code Section 754. The
decision to make or not make an election shall be at the Class A Members' sole
and absolute discretion.

8.7. Title to Company Property.

8.7.1. Except as provided in Section 8.7.2, all real and personal
property acquired by the Company shall be acquired and held by the Company in
its name.

8.7.2. The Class A Members may direct that legal title to all or any
portion of the Company's property be acquired or held in a name other than the
Company's name. Without limiting the foregoing, the Class A Members may cause
title to be acquired and held in its name or in the names of trustees, nominees,
or straw parties for the Company. It is expressly understood and agreed that the
manner of holding title to the Company's property (or any part thereof) is
solely for the convenience of the Company and all of that property shall be
treated as Company property.

Article IX
General Provisions

9.1. Assurances. Each Member shall execute all certificates and other
documents and shall do all such filing, recording, publishing, and other acts as
the Class A Members deems appropriate to comply with the requirements of law for
the formation and operation

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<PAGE> 18

of the Company and to comply with any laws, rules, and regulations relating to
the acquisition, operation, or holding of the property of the Company.

9.2. Notifications. All notices under this Agreement shall be sent by
certified mail, return receipt requested, to the Members at their address on
Exhibit A, and if to the Company, as follows: 42 Mill Street, Newburgh, NY 11550
Att: Donald Wilens. Notices will be deemed given when mailed. Any party may
designate, by notice to all of the others, new addresses or addressees for
notices.

9.3. Specific Performance. The parties recognize that irreparable injury
will result from a breach of any provision of this Agreement and that money
damages will be inadequate to fully remedy the injury. Accordingly, in the event
of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

9.4. Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty. Except as
expressly provided otherwise herein, this Agreement may not be amended without
the unanimous written consent of the Class A Members. In addition, if the
amendment adversely affects the interests of the Class B Members, the consent of
Class B Members holding 2/3 or more of the Percentages then held by Class B
Members shall be required.

9.5. Applicable Law. All questions concerning the construction, validity,
and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement shall be governed by the internal law, not the law of
conflicts, of the State of New York.

9.6. Article and Section Titles. The headings herein are inserted as a
matter of convenience only and do not define, limit, or describe the scope of
this Agreement or the intent of the provisions hereof.

9.7. Binding Provisions. This Agreement is binding upon, and inures to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

9.8. Exclusive jurisdiction and Venue. Any suit involving any dispute or
matter arising under this Agreement may only be brought in a United States
District Court located in the State of

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New York or any New York State Court having jurisdiction over the subject matter
of the dispute or matter. All Members hereby consent to the exercise of personal
jurisdiction by any such court with respect to any such proceeding.

9.9. Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the Person
may in the context require.

9.10. Separability of Provisions. Each provision of this Agreement shall
be considered separable; and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid.

9.11. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

9.12. Estoppel Certificate. Within ten (10) days after written request by
the Class A Members, each Member shall deliver to the requesting Person a
certificate stating, to the Member's knowledge, that: (a) this Agreement is in
full force and effect; (b) this Agreement has not been modified except by any
instrument or instruments identified in the certificate; and (c) there is no
default hereunder by the requesting Person, or if there is a default, the nature
and extent thereof. If the certificate is not received within that ten (10) day
period, the Class A Members may execute and deliver the certificate on behalf of
the requested Member, without qualification. Such power of attorney will be
coupled with an interest and deemed irrevocable.

IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to
be executed, under seal, as of the date set forth above.

/s/ Donald Wilen
------------------------
Donald Wilen

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EXHIBIT A
DEFINED TERMS

The following terms used in the text of this Agreement shall have the following
meanings:

"Adjusted Capital Account Deficit" means, with respect to any Member, the
deficit balance, if any, in the Member's Capital Account as of the end of the
relevant taxable year, after giving effect to the following adjustments:

(i) the deficit shall be decreased by the amounts which the
Member is obligated to restore pursuant to Section 4.4.2 or is
deemed obligated to restore pursuant to Regulation Section
1.704-1(b) (2) (ii) (c); and

(ii) the deficit shall be increased by the items described in
Regulation Sections l.704-l(b) (2) (ii) - (d) (4), (5), and (6).

"Adjusted Capital Balance" means, as of any day, any Member's total Capital
Contributions less all amounts actually distributed to the Member pursuant to
Sections 4.1 and 4.4 hereof. If any Economic Interest is transferred in
accordance with the terms of this Agreement, the transferee shall succeed to the
Adjusted Capital Balance of the transferor to the extent the Adjusted Capital
Balance relates to the Economic Interest transferred.

"Affiliate" means, with respect to any Member, any Person: (i) which owns more
than 50% of the voting interests in the Member; or (ii) in which the Member owns
more than 50% of the voting interests; or (iii) in which more than 50% of the
voting interests are owned by a Person who has a relationship with the Member
described in clause (i) or (ii) above or who otherwise controls, is controlled
by, or under common control with, a Member. However, nothing in this clause
shall give a Member the right to transfer any of his or her interest in the
Company to another Person except in accordance with this Agreement.

"Agreement" means this Operating Agreement, as amended from time to time.

"Capital Account" means the account to be maintained by the Company for each
Member in accordance with the following provisions:

(i) a Member's Capital Account shall be credited with the Member's Capital
Contributions, the amount of any Company liabilities assumed by the Member (or
which are secured by Company property distributed to the Member), the Member's
distributive share of Profit and any item in the nature of income or gain
specially allocated to the Member pursuant to the provisions of Article IV
(other than Section 4.3.3); and

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<PAGE> 21

(ii) a Member's Capital Account shall be debited with the amount of money
and the fair market value of any Company property distributed to the Member, the
amount of any liabilities of the Member assumed by the Company (or which are
secured by property contributed by the Member to the Company), the Member's
distributive share of Loss and any item in the nature of expenses or losses
specially allocated to the Member pursuant to the provisions of Article IV
(other than Section 4.5.3).

(iii) If any Economic Interest is transferred under this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
the Capital Account is attributable to the transferred Economic Interest. If the
book value of Company property is adjusted pursuant to Section 4.3.3, the
Capital Account of each Member shall be adjusted to reflect the aggregate
adjustment in the same manner as if the Company had recognized gain or loss
equal to the amount of such aggregate adjustment. It is intended that the
Capital Accounts of all Members shall be maintained in compliance with the
provisions of Regulation Section 1.704-1(b), and all provisions of this
Agreement relating to the maintenance of Capital Accounts shall be interpreted
and applied in a manner consistent with that Regulation.

"Capital Contribution" means the total amount of cash and the fair market value
of any other assets contributed (or deemed contributed under Regulation Section
1.704-1(b) (2) (iv) (d)) to the Company by a Member, net of liabilities assumed
or to which the assets are subject.

"Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall not
include Capital Proceeds but shall be increased by the reduction of any reserve
previously established.

"Code" means the Internal Revenue Code of 1986, as amended, or any corresponding
provision of any succeeding law.

"Company" means the limited liability company formed in accordance with this
Agreement.

"Economic Interest" means a Person's share of the Profits and Losses of, and the
right to receive distributions from, the Company, together with (if applicable)
the underlying value of the assets of the Company upon liquidation.

"Involuntary Withdrawal" means, with respect to any Member, the occurrence of
any of the following events (an "Event of Involuntary Withdrawal"):

20
<PAGE> 22

(i) the Member makes an assignment for the benefit of creditors;

(ii) the Member files a voluntary petition of bankruptcy;

(iii) the Member is adjudged bankrupt or insolvent or there is entered
against the Member an order for relief in any bankruptcy or insolvency
proceeding;

(iv) the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

(v) the Member seeks, consents to, or acquiesces in the appointment of a
trustee for, receiver for, or liquidation of the Member or of all or any
substantial part of the Member's properties;

(vi) the Member files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the Member in any
proceeding described in Subsections (i) through (v);

(vii) any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law, or regulation, continues for one hundred twenty
(120) days after the commencement thereof, or the appointment of a trustee,
receiver, or liquidator for the Member or all or any substantial part of the
Member's properties without the Member's agreement or acquiescence, which
appointment is not vacated or stayed for one hundred twenty (120) days or, if
the appointment is stayed, for one hundred twenty (120) days after the
expiration of the stay during which period the appointment is not vacated;

(viii) if the Member is an individual, the Member's death, permanent
incapacity, or adjudication by a court of competent jurisdiction as incompetent
to manage the Member's person or property;

(ix) if the Member is acting as a Member by virtue of being a trustee of a
trust, the termination of the trust;

(x) if the Member is a partnership or limited liability company, the
dissolution and commencement of winding up of the partnership or limited
liability company;

(xi) if the Member is a corporation, the dissolution of the corporation or
the revocation of its charter;

21
<PAGE> 23

(xii) if the Member is an estate, the distribution by the fiduciary of the
estate's entire interest in the Company;

(xiii) with respect to any non-natural Member, the death, permanent
incapacity, or adjudication by a court of competent jurisdiction as incompetent
to manage the person or property, of all of the existing principals of that
Member.

"Law" means the New York Limited Liability Company Law, as amended from time to
time.

"Member" means each Person signing this Agreement and any Person who
subsequently is admitted as a member of the Company.

"Membership Interest" means all of the rights of a Member in the Company,
including a Member's: (i) Economic Interest; (ii) right to inspect the Company's
books and records; (iii) right to participate in the management of and vote on
matters coming before the Company; and (iv) unless this Agreement or the
Articles of Organization provide to the contrary, right to act as an agent of
the Company.

"Minimum Gain" has the meaning set forth in Regulation Section 1.704-2 (d).
Minimum Gain shall be computed separately for each Member in a manner consistent
with the Regulations under Code Section 704 (b).

"Negative Capital Account" means a Capital Account with a balance of less than
zero.

"Percentage" means, as to a Member, the percentage set forth after the Member's
name in Exhibit A, as amended from time to time, and as to any Person who is not
a Member, the Percentage of the Member whose Economic Interest has been acquired
by such Member, to the extent the Person has succeeded to that Member's Economic
Interest.

"Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, pension plan or trust, estate, or
other entity.

"Positive Capital Account" means a Capital Account with a balance greater than
zero.

"Profit" and "Loss" means, for each taxable year of the Company (or other period
for which Profit or Loss must be computed), the Company's taxable income or loss
determined in accordance with Code Section 703(a), with the following
adjustments:

(i) all items of income, gain, loss, deduction, or credit required to be
stated separately pursuant to Code Section 703 (a) (1) shall be included in
computing taxable income or loss; and

22
<PAGE> 24

(ii) any tax-exempt income of the Company, not otherwise taken into
account in computing Profit or Loss, shall be included in computing taxable
income or loss; and

(iii) any expenditures of the Company described in Code Section 705(a) (2)
(D) (or treated as such pursuant to Regulation Section 1.704-1(b) (2) (iv) (i))
and not otherwise taken into account in computing Profit or Loss, shall be
subtracted from taxable income or loss; and

(iv) gain or loss resulting from any taxable disposition of Company
property shall be computed by reference to the adjusted book value of the
property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax purposes;
and

(v) in lieu of the depreciation, amortization, or cost recovery deductions
allowable in computing taxable income or loss, there shall be taken into account
the depreciation computed based upon the adjusted book value of the asset; and

(vi) notwithstanding any other provision of this definition, any items
which are specially allocated pursuant to Section 4.3 hereof shall not be taken
into account in computing Profit or Loss.

"Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

"Resignation" means the voluntary withdrawal of a Member.

"Transfer" means - when used as a noun- any sale, hypothecation, pledge,
assignment, attachment, or other transfer - and, when used as a verb - means to
sell, hypothecate, pledge, assign, or otherwise transfer.

"Withdrawing Member" means a Member as to whom an event of Involuntary
Withdrawal has occurred, whether or not such Member has notified the Company or
the other Members.

23
<PAGE> 25

EXHIBIT B

List of Members, Capital and Percentages

INITIAL CAPITAL
NAME PERCENTAGES CONTRIBUTION
- ---- ----------- ------------

CLASS A MEMBER

Donald Wilen
SS# ###-##-#### 98.9% $272,948

CLASS B MEMBER

Linda Smith
SS# ###-##-#### .1% %10.00

United National, Inc
Fed# .1% $458,000

24
<PAGE> 26

SCHEDULE A

Upon resolution of the members dated June 29, 1998, Linda Smith was
nominated and elected as the successor class A member in accordance with article
VII, section 5.11.1 as amended June 29, 1998.

/s/ DONALD WILEN
-------------------------
Secretary

<PAGE> 27

SCHEDULE B

Upon resolution of the members dated June 29, 1998 Donald Wilen is
designated as the housing and development agency (HUD) contact person, and Linda
Smith is designated as the successor conflict person

/s/ DONALD WILEN
-------------------------
Secretary
<PAGE> 28

ADDENDUM TO OPERATING AGREEMENT
OF
UNITED NATIONAL MORTGAGE, LLC

This addendum dated June 26, 1998, is to amend the Operating Agreement of
the Company as follows:

Article II, Section 2.4 shall be amended to read as follows:

Section 2.4 Term. The term of the Company shall begin upon the filing of
its Articles of Organization with the New York Department of State and shall
continue for 99 years from the date of execution thereof, unless its existence
is sooner terminated pursuant to Article VII of this Agreement. In no event
shall the Company terminate its existence in less than ten (10) years from the
date of its inception.

Section 2.4.1 Title II Loans. In no event, shall the Company
terminate prior to transferring all Title II Loans to an approved Title II
Mortgagee.

Article VII, Section 5.11, shall be amended to read as follows:

Section 5.11 Management. The Company shall be managed by the Class A
Members. Except as otherwise provided in this Agreement, each Class A Member
shall have the right to act for and bind the company in the ordinary course of
its business. In the event that there is no acting Class A Member due to the
death, resignation, removal, expulsion, retirement, dissolution or adjudication
that a member is incompetent, the remaining members shall elect a Class A Member
to manage the Company.

Section 5.11.1 Successor Class A Member. In any case where there is
only one Class A Member, a majority of the Members holding membership
interests shall name a Class B Member as "Successor" Class A Member, to
act on behalf of the Company in the event that there is no acting Class A
Member due to the death, resignation, removal, expulsion, retirement,
dissolution or adjudication that a member is incompetent, or in the
absence of the Class A Member, upon the written authorization of said
Class A Member. Said Successor Class A Member's name shall be attached to
Schedule A of this Operating Agreement along with the Company resolution
signed by the Secretary of the Company evidencing the nomination and
election of said Successor.
<PAGE> 29

Section 5.11.2 HUD Authority. The Class A Members of the Company
shall appoint specific Class A Members or Successor Class A Members to be
the contact person with the Housing and Urban Development Agency ("HUD").
At all times one such contact person and successor contact person shall be
so appointed. Said contact persons' names shall be attached to Schedule B
of this Operating Agreement along with the Company resolution signed by
the Secretary of the Company evidencing the appointment of said HUD
contact persons.

IN WITNESS WHEREOF, all the Members have on the date set forth above, by
unanimous vote, adopted a resolution to adopt these amendments to the Company's
Operating Agreement in accordance with the provisions of Article V1 Section
5.13.5 of the Operating Agreement.

/s/ Donald Wilen
---------------------------------
Donald Wilen, Class A Member

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

On the 1st day of July, 1998, before me personally came DONALD WILEN, to
me known to be the individual described in and who executed the foregoing
instrument, and acknowledged that he executed said instrument.

NYS-Qualified Nassau County
Reg No.- 02AH47101652 /s/ Keith B. Ahronheim
Expiration 3/30/2000 ---------------------------------
Notary Public Keith B. Ahronheim
STATE OF NEW YORK )
): .ss
COUNTY OF ORANGE ):

On the ____ day of _________, 1998, before me personally came LINDA SMITH,
to me known to be the individual described in and who executed the foregoing
instrument, and acknowledged that she executed said instrument.

---------------------------------
Notary Public
<PAGE> 30

Agreement

Dated April 22, 1998

Whereas United National, Inc. wishes to acquire 100% of United National
Mortgage, LLC, and whereas United National Mortgage, LLC wishes to be acquired
by United National, Inc., now therefore:

United National, Inc. and United National Mortgage, LLC agree that United
National, Inc. will acquire 99% of United National Mortgage, LLC in a tax free
exchange of stock when approval is received from the New York State Banking
Department and any other state banking authority requiring approval of such
transaction.

United National Mortgage, LLC agrees to promptly file the required documents
with the appropriate state banking authorities upon execution of the final
merger of United National, Inc. and Instracorp, Inc.

/s/ Donald Wilen /s/ Donald Wilen
- ---------------------------------- ----------------------------------
United National, Inc. United National Mortgage, LLC
by Donald Wilen, Pres. by Donald Wilen, Pres.

<PAGE> 1

EXHIBIT 3.10

LLC INTEREST ACQUISITION AGREEMENT
<PAGE> 2

LLC INTEREST ACQUISITION AGREEMENT

This Agreement, entered into this 29th day of July 1998, is by and between
Donald Wilen, an individual, and United National, Inc., a Nevada corporation
("United").

RECITALS:

WHEREAS, Mr. Wilen is the owner of 98.9% of the ownership interest of
United National Mortgage, LLC., a New York limited liability company engaged in
the mortgage banking business ("United National Mortgage");

WHEREAS, United is the owner of 1% of the ownership interest of UNM, which
interest was purchased for approximately $508,000 in funds borrowed by United;

WHEREAS, Premier Mortgage Resources, Inc., a Nevada corporation
("Premier"), proposes to raise additional capital through a limited public
offering, a portion of the proceeds of which will be furnished to United to
purchase an additional 1% of the ownership interest in UNM as previously agreed
by Mr. Wilen and United;

WHEREAS, Mr. Wilen has agreed to repurchase the 1% interest in UNM as set
forth herein;

WHEREAS, United wishes to acquire, and Mr. Wilen is willing to sell, the
remaining 98% interest in UNM for nominal consideration, subject to the
conditions set forth herein, such that United would be the sole owner of UNM;

WHEREAS, the basis, in part, for Premier and United initially purchasing a
minor percentage ownership interest in UNM, and borrowing and raising funds for
such purchases, is the ability to acquire all of the remaining ownership
interest in UNM for nominal consideration;

NOW, THEREFORE, in consideration of the terms and conditions of this
Agreement, the parties hereto agree as follows:

1. Sale of Ownership Interest. Subject to the terms set forth herein, Mr.
Wilen hereby agrees to sell, convey, transfer, assign, and deliver to United,
and United agrees to purchase all of the remaining interest in and to UNM owned
by Mr. Wilen, which interest shall represent not less than 98% of the ownership
interest of UNM. The closing of this Agreement and the transfer of the ownership
interest shall occur not later than March 31, 1999; provided, however, that the
closing shall take place immediately upon approval by the New York Banking
Department of UNM's application for permission to transfer ownership. If the New
York Banking Department shall not approve the transfer of ownership on or before
March 31, 1999, Mr. Wilen shall cause UNM immediately to turn in its New York
license and operate only in the remaining states.
<PAGE> 3

2. Purchase Price. The purchase price for the 98% ownership interest of
UNM as set forth in Paragraph 1 above shall be $10.00, which amount shall be
paid at closing.

3. Representations and Warranties of Mr. Wilen. Mr. Wilen represents and
warrants to United as set forth below. These representations and warranties are
made as an inducement for United to enter into this Agreement and, but for the
making of such representations and warranties and their accuracy, United would
not be a party hereto.

a. Mr. Wilen is, or at closing will be, the record and beneficial
owner and holder of the ownership interest of UNM to be transferred to pursuant
to this agreement and such interests are or will be on the closing date owned by
Mr. Wilen free and clear of all liens, encumbrances, charges and assessments of
every nature and subject to no restrictions with respect to transferability.
Except for the 2% ownership interest previously, or to be, transferred to
United, such 98% ownership interests shall represent absolute ownership and
control of UNM.

b. Except for this Agreement, there are no outstanding options,
contracts, calls, commitments, agreements or demands or any character relating
to the ownership interests to be sold pursuant hereto.

4. Covenants of Mr. Wilen. From and after the date of this Agreement and
until the closing date:

a. Mr. Wilen shall not authorize any amendment to UNM's organization
or operating documents or permit the issuance of any additional ownership
interests in UNM.

b. Mr. Wilen shall not do any act or omit to do any act, or permit
any act or omission to act, which will cause a material breach of this
Agreement.

c. Mr. Wilen shall duly comply with all applicable laws as may be
required for the valid and effective transfer of the ownership interests
contemplated by this Agreement.

d. Mr. Wilen shall not authorize the sale or disposition of any
property or assets of UNM, except products sold in the ordinary course of
business; provided however, that prior to closing Mr. Wilen shall be permitted
to transfer to himself marketable securities of UNM in an aggregate amount not
to exceed $350,000.

e. Mr. Wilen shall promptly notify United and Premier of any
lawsuits, claims, proceedings, or investigations that may be threatened,
brought, asserted, or commenced against UNM, its officers or directors involving
in any way the business, properties, or assets of UNM.

f. Mr. Wilen shall use his best efforts to preserve the business
organization of UNM intact.
<PAGE> 4

g. Mr. Widen shall cause UNM to carry on its business diligently and
substantially in the same manner as heretofore, and shall not permit UNM to make
or institute any unusual or novel methods of purchase, sale, management,
accounting or operation outside of the ordinary course of business of UNM.

h. Mr. Wilen shall not permit UNM to enter into any contract or
commitment, or engage in any transaction not in the usual and ordinary course of
business and consistent with UNM's business practices.

5. Miscellaneous.

a. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of New York.

b. Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other party.

c. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.

d. Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition,
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.

e. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions,
letters of intent, and preliminary agreements between the parties hereto
relating to the subject matter of this Agreement.

f. Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any party, or in any statement or document delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have been
fully satisfied.

g. Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may be
required to carry out fully the transactions contemplated herein.

-3-
<PAGE> 5

h. Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated, or discharged except (i) by means of a written
supplemental instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought, and (ii) upon the
prior written consent or approval of shareholders of Premier owning in the
aggregate at least two-thirds of the outstanding common stock of Premier.
Premier shall be deemed a third party beneficiary of this Agreement.

i. Headings. The descriptive headings of the various sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

j. Counterparts. This Agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement as
of the day and year first above written.

/s/ Donald Wilen
--------------------------
Donald Wilen, Individually

United National, Inc.

By /s/ Donald Wilen
--------------------------
Donald Wilen, President

-4-

<PAGE> 1

EXHIBIT 10.1

REORGANIZATION AGREEMENT
<PAGE> 2

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the "Agreement"), entered into
this 9th day of June 1998, is by, between, and among Premiere Mortgage
Resources, Inc., a publicly held Nevada corporation (hereinafter the
"Purchaser"), United National, Inc., a privately-held Nevada corporation
(hereinafter the "Private Company"), and the sole shareholder of the Private
Company (the "Shareholder").

RECITALS:

WHEREAS, the Purchaser wishes to acquire, and the Shareholder is willing
to sell, all of the outstanding stock of the Private Company in exchange solely
for a part of the voting stock of the Purchaser whereby the Shareholder would
acquire a controlling interest of the Purchaser; and

WHEREAS, the parties hereto intend to qualify such transaction as a
tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended;

NOW, THEREFORE, based upon the stated premises, which are incorporated
herein by reference, and for and in consideration of the mutual covenants and
agreements set forth herein, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Purchaser, the Private Company, and the
Shareholder approve and adopt this Agreement and Plan of Reorganization and
mutually covenant and agree with each other as follows:

1. Shares to be Transferred and Shares to be Issued.

1.1 On the Closing Date the Shareholder shall transfer to the
Purchaser a certificate for 100 shares of common stock of the Private Company,
which in the aggregate shall represent all of the issued and outstanding shares
of the common stock of the Private Company.

1.2 In exchange for the transfer of the common stock of the Private
Company pursuant to subsection 1.1. hereof, the Purchaser shall on the Closing
Date and contemporaneously with such transfer of the common stock of the Private
Company to it by the Shareholder, issue and deliver to the Shareholder 2,266,667
shares of common stock of the Purchaser such that the Shareholder shall own
approximately 48.57% of the outstanding common stock of the Purchaser.

2. Representations and Warranties of the Shareholder. The Shareholder
represents and warrants to the Purchaser as set forth below. These
representations and warranties are made as an inducement for the Purchaser to
enter into this Agreement and, but for the making of such representations and
warranties and their accuracy, the Purchaser would not be a party hereto.
<PAGE> 3

2.1 Ownership of Stock.

a. The Shareholder is the record and beneficial owner and
holder of the number of fully paid and nonassessable shares of the common stock
of the Private Company listed in subsection 1.1 above as of the date hereof and
will continue to own such shares of the common stock of the Private Company
until the delivery thereof to the Purchaser on the Closing Date and all such
shares of common stock are or will be on the Closing Date owned free and clear
of all liens, encumbrances, charges and assessments of every nature and subject
to no restrictions with respect to transferability. The Shareholder currently
has, and will have at Closing, full power and authority to dispose, assign, and
transfer his shares of the Private Company in accordance with the terms hereof.
The Shareholder currently has, and will have at Closing, full power and
authority to vote his shares of the Private Company, without restriction of any
kind.

b. Except for this Agreement, there are no outstanding
options, contracts, calls, commitments, agreements or demands of any character
relating to the common stock of the Private Company owned by the Shareholder.

2.2 Accuracy of All Statements Made by the Shareholder. No
representation or warranty by the Shareholder in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be furnished
by or on behalf of the Shareholder pursuant to this Agreement, nor any document
or certificate delivered to the Purchaser by the Shareholder pursuant to this
Agreement or in connection with actions contemplated hereby, contains or shall
contain any untrue statement of material fact or omits or shall omit a material
fact necessary to make the statements contained therein not misleading.

3. Representations and Warranties of the Private Company. The Private
Company represents and warrants to the Purchaser as set forth below. These
representations and warranties are made as an inducement for the Purchaser to
enter into this Agreement and, but for the making of such representations and
warranties and their accuracy, the Purchaser would not be a party hereto.

3.1 Organization and Authority. The Private Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada with full power and authority to enter into and perform the
transactions contemplated by this Agreement. The Private Company has no wholly
owned or majority owned subsidiaries.

3.2 Capitalization. As of the date of the Closing, the Private
Company will have a total of no more than 100 shares of common stock issued and
outstanding. All of the shares will have been duly authorized and validly issued
and will be fully paid and nonassessable. Except as set forth in Schedule "A"
attached hereto and incorporated herein, there are no options, warrants,
conversion privileges, or other rights presently outstanding for the purchase of
any authorized but unissued stock of the Private Company.

-2-
<PAGE> 4

3.3 Performance of This Agreement. The execution and performance of
this Agreement and the transfer of stock contemplated hereby have been
authorized by the board of directors of the Private Company. The Agreement has
been duly executed and delivered by the Private Company and constitutes the
valid and legally binding obligation of the Private Company, enforceable against
the Private Company in accordance with its terms, subject only to applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the
rights of creditors generally, and subject to the exercise of judicial
discretion in accordance with general terms of equity.

3.4 Financials. True copies of the financial statements of the
Private Company consisting of the balance sheets as of the fiscal year ended
December 3], 1997 (audited), and the three months ended March 31, 1998
(unaudited), and statements of income, cash flow and changes in stockholder's
equity for the fiscal year and the three month period, have been delivered by
the Private Company to the Purchaser. The year-end statements have been examined
and certified by Harriet Klapper, CPA. Said financial statements are true and
correct in all material respects and present an accurate and complete disclosure
of the financial condition of the Private Company as of March 31, 1998, and the
earnings for the periods covered, in accordance with generally accepted
accounting principles applied on a consistent basis.

3.5 Liabilities. There are no material liabilities of the Private
Company, whether accrued, absolute, contingent or otherwise, which arose or
relate to any transaction of the Private Company, its agents or servants
occurring prior to March 31,1998, which are not disclosed by or reflected in
said financial statements. As of the date hereof; and except as set forth in
Schedule "A" attached hereto, there are no known circumstances, conditions,
happenings, events or arrangements, contractual or otherwise, which may
hereafter give rise to liabilities, except in the normal course of business of
the Private Company.

3.6 Absence of Certain Changes or Events. Except as set forth in
this Agreement, since March 31, 1998, there has not been (i) any material
adverse change in the business, operations, properties, level of inventory,
assets, or condition of the Private Company, or (ii) any damage, destruction, or
loss to the Private Company (whether or not covered by insurance) materially and
adversely affecting the business, operations, properties, assets, or conditions
of the Private Company.

3.7 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending, or
outstanding against or involving the Private Company, or its assets, properties,
or business, nor does the Private Company know, or have reasonable grounds to
know, of any basis for any such proceedings, investigations or inquiries,
product liability or other claims, judgments, injunctions or restrictions. In
addition, there are no material proceedings existing, pending or reasonably
contemplated to which any officer, director, or affiliate of the Private Company
or as to which the Shareholder is a party adverse to the Private Company or has
a material interest adverse to the Private Company.

-3-
<PAGE> 5

3.8 Taxes. All federal, state, foreign, county and local income,
profits, franchise, occupation, property, sales, use, gross receipts and other
taxes (including any interest or penalties relating thereto) and assessments
which are due and payable have been duly reported, fully paid and discharged as
reported by the Private Company, and there are no unpaid taxes which are, or
could become a lien on the properties and assets of the Private Company, except
as provided for in the financial statements of the Private Company, or have been
incurred in the normal course of business of the Private Company since that
date. All tax returns of any kind required to be filed have been filed and the
taxes paid or accrued.

3.9 Hazardous Materials. No hazardous material has been released,
placed, stored, generated, used, manufactured, treated, deposited, spilled,
discharged, released, or disposed of on or under any real property currently or
previously owned or leased by the Private Company.

3.10 Accuracy of All Statements Made by the Private Company. No
representation or warranty by the Private Company in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be furnished
by or on behalf of the Private Company pursuant to this Agreement, nor any
document or certificate delivered to the Purchaser by the Private Company
pursuant to this Agreement or in connection with actions contemplated hereby,
contains or shall contain any untrue statement of material fact or omits or
shall omit a material fact necessary to make the statements contained therein
not misleading.

4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Private Company and to the Shareholder as set
forth below. These representations and warranties are made as an inducement for
the Private Company and the Shareholder to enter into this Agreement and, but
for the making of such representations and warranties and their accuracy, the
Private Company and the Shareholder would not be parties hereto.

4.1 Organization and Good Standing. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada with full power and authority to enter into and perform the
transactions contemplated by this Agreement. The Purchaser has no wholly owned
or majority owned subsidiaries.

4.2 Capitalization. As of the date of the Closing, the Purchaser
will have a total of no more than 2,400,000 shares of common stock (assuming the
cancellation of 2,600,000 shares as set forth in subsection 7.8 below) issued
and outstanding. All of the shares will have been duly authorized and validly
issued and will be fully paid and nonassessable. Except for the Purchaser's
obligations hereunder with respect to the shares to be issued pursuant to
subsection 1.2 hereof, there are no options, warrants, conversion privileges, or
other rights presently outstanding for the purchase of any authorized but
unissued stock of the Purchaser. As of the Closing, the Articles of
Incorporation, as amended, of the Purchaser (the "Purchaser Articles") and as
currently in effect shall be in the form previously furnished to the Private
Company and the Shareholder providing among other things for one authorized
class of stock and 50,000,000 shares of the stock authorized. The rights,
preferences, and privileges of the common stock shall be as set forth in the
Purchaser Articles.

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<PAGE> 6

4.3 Performance of This Agreement. The execution and performance of
this Agreement and the issuance of stock contemplated hereby have been
authorized by the board of directors of the Purchaser. The Agreement has been
duly executed and delivered by the Purchaser and constitutes the valid and
legally binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms, subject only to applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the rights of creditors
generally, and subject to the exercise of judicial discretion in accordance with
general terms of equity.

4.4 Financials. True copies of the financial statements of the
Purchaser consisting of the balance sheets as of the fiscal years ended December
31, 1997 and 1996, and the three months ended March 31, 1998, and statements of
income, cash flow and changes in stockholder's equity for each of the fiscal
years and the three month period, have been delivered by the Purchaser to the
Private Company. These statements have been examined and certified by Barry L.
Friedman, P.C., Certified Public Accountant. Said financial statements are true
and correct in all material respects and present an accurate and complete
disclosure of the financial condition of the Purchaser as of March 31, 1998, and
the earnings for the periods covered, in accordance with generally accepted
accounting principles applied on a consistent basis.

4.5 Liabilities. There are no material liabilities of the Purchaser,
whether accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of the Purchaser, its agents or servants which are not disclosed by
or reflected in said financial statements. As of the date hereof, there are no
known circumstances, conditions, happenings, events or arrangements, contractual
or otherwise, which may hereafter give rise to liabilities, except in the normal
course of business of the Purchaser.

4.6 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending, or
outstanding against or involving the Purchaser, or its assets, properties, or
business, nor does the Purchaser know, or have reasonable grounds to know, of
any basis for any such proceedings, investigations or inquiries, product
liability or other claims, judgments, injunctions or restrictions. In addition,
there are no material proceedings existing, pending or reasonably contemplated
to which any officer, director, or affiliate of the Purchaser is a party adverse
to the Purchaser or has a material interest adverse to the Purchaser.

4.7 Taxes. All federal, state, foreign, county and local income,
profits, franchise, occupation, property, sales, use, gross receipts and other
taxes (including any interest or penalties relating thereto) and assessments
which are due and payable have been duly reported, fully paid and discharged as
reported by the Purchaser, and there are no unpaid taxes which are, or could
become a lien on the properties and assets of the Purchaser, except as provided
for in the financial statements of the Purchaser, or have been incurred in the
normal course of business of the Purchaser since that date. All tax returns of
any kind required to be filed have been filed and the taxes paid or accrued.

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<PAGE> 7

4.8 Hazardous Materials. No hazardous material has been released,
placed, stored, generated, used, manufactured, treated, deposited, spilled,
discharged, released, or disposed of on or under any real property currently or
previously owned or leased, directly or indirectly, by the Purchaser.

4.9 Legality of Shares to be Issued. The shares of common stock of
the Purchaser to be issued by the Purchaser pursuant to this Agreement, when so
issued and delivered, will have been duly and validly authorized and issued by
the Purchaser, will be fully paid and nonassessable, and will be free and clear
of all liens and encumbrances. Such shares to be issued by the Purchaser
pursuant to subsection 1.2 of this Agreement shall represent approximately
48.57% of the outstanding stock upon closing.

4.10 Governmental Consents. No consent, approval, authorization, or
other action by, or filing with, any governmental authority is required for the
execution and delivery of this Agreement by the Purchaser, or if required, the
requisite consent, approval, or authorization has been obtained, the requisite
filing has been accomplished, or the requisite action has been taken.

4.11 Legal Compliance. The Purchaser has complied with all
applicable laws (including rules, regulations, codes, plans, injunctions,
judgments, orders, decrees, rulings, and charges thereunder) of federal, state,
local, and foreign governments (and all agencies thereof), and no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand, or notice
has been filed or commenced against it alleging any failure so to comply.

4.12 Accuracy of All Statements Made by the Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be furnished
by the Purchaser pursuant to this Agreement, nor any document or certificate
delivered to the Private Company or the Shareholder pursuant to this Agreement
or in connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to state or shall omit to state a
material fact necessary to make the statements contained therein not misleading.

5. Covenants of the Parties.

5.1 Corporate Records.

a. Simultaneous with the execution of this Agreement by the
Private Company, if not previously furnished, such entity shall deliver to the
Purchaser copies of the articles of incorporation, as amended, and the current
bylaws of the Private Company, and copies of the resolutions duly adopted by the
board of directors of the Private Company approving this Agreement and the
transactions herein contemplated.

b. Simultaneous with the execution of this Agreement by the
Purchaser, if not previously furnished, such entity shall deliver to the Private
Company copies of the Purchaser

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<PAGE> 8

Articles, and the current bylaws of the Purchaser, and copies of the resolutions
duly adopted by the board of directors of the Purchaser approving this Agreement
and the transactions herein contemplated.

5.2 Access to Information

a. The Purchaser and its authorized representatives shall have
full access during normal business hours to all properties, books, records,
contracts, and documents of the Private Company, and the Private Company shall
furnish or cause to be furnished to the Purchaser and its authorized
representatives all information with respect to its affairs and business as the
Purchaser may reasonably request. The Purchaser shall hold, and shall cause its
representatives to hold confidential, all such information and documents, other
than information that (i) is in the public domain at the time of its disclosure
to the Purchaser; (ii) becomes part of the public domain after disclosure
through no fault of the Purchaser; (iii) is known to the Purchaser or any of its
officers or directors prior to disclosure; or (iv) is disclosed in accordance
with the written consent of the Private Company. In the event this Agreement is
terminated prior to Closing, the Purchaser shall, upon the written request of
the Private Company, promptly return all copies of all documentation and
information provided by the Private Company hereunder.

b. The Private Company and its authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts, and documents of the Purchaser, and the Purchaser shall
furnish or cause to be furnished to the Private Company and its authorized
representatives all information with respect to its affairs and business the
Private Company may reasonably request. The Private Company shall hold, and
shall cause its representatives to hold confidential, all such information and
documents, other than information that (i) is in the public domain at the time
of its disclosure to the Private Company; (ii) becomes part of the public domain
after disclosure through no fault of the Private Company; (iii) is known to the
Private Company or any of its officers or directors prior to disclosure; or (iv)
is disclosed in accordance with the written consent of the Purchaser. In the
event this Agreement is terminated prior to Closing, the Private Company shall,
upon the written request of the Purchaser, promptly return all copies of all
documentation and information provided by the Purchaser hereunder.

5.3 Actions Prior to Closing. From and after the date of this
Agreement and until the Closing Date:

a. The Purchaser and the Private Company shall each carry on
its business diligently and substantially in the same manner as heretofore, and
neither party shall make or institute any unusual or novel methods of purchase,
sale, management, accounting or operation.

b. Neither the Purchaser nor the Private Company shall enter
into any contract or commitment, or engage in any transaction not in the usual
and ordinary course of business and consistent with its business practices.

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<PAGE> 9

c. Neither the Purchaser nor the Private Company shall amend
its articles of incorporation or bylaws or make any changes in authorized or
issued capital stock, except as provided in this Agreement.

d. The Purchaser and the Private Company shall each use its
best efforts (without making any commitments on behalf of the company) to
preserve its business organization intact.

e. Neither the Purchaser nor the Private Company shall do any
act or omit to do any act, or permit any act or omission to act, which will
cause a material breach of any material contract, commitment, or obligation of
such party.

f. The Purchaser and the Private Company shall each duly
comply with all applicable laws as may be required for the valid and effective
issuance or transfer of stock contemplated by this Agreement.

g. Neither the Purchaser nor the Private Company shall sell or
dispose of any property or assets, except products sold in the ordinary course
of business.

h. The Purchaser and the Private Company shall each promptly
notify the other of any lawsuits, claims, proceedings, or investigations that
may be threatened, brought, asserted, or commenced against it, its officers or
directors involving in any way the business, properties, or assets of such
party.

5.4 Shareholders' Approval. The Purchaser shall promptly submit this
Agreement and the transactions contemplated hereby for the approval of its
stockholders by written consent or at a meeting of stockholders and, subject to
the fiduciary duties of the Board of directors of the Purchaser under applicable
law, shall use its best efforts to obtain stockholder approval and adoption of
this Agreement and the transactions contemplated hereby. In connection with such
shareholder approval, the Purchaser shall prepare a proxy or information
statement to be furnished to the shareholders of the Purchaser setting forth
information about this Agreement and the transactions contemplated hereby. The
Private Party shall promptly furnish to the Purchaser all information, and take
such other actions, as may reasonably be requested in connection with any action
to be taken by the Purchaser in connection with the immediately preceding
sentence. The Private Company shall have the right to review and provide
comments to the proxy or information statement prior to mailing to the
shareholders of the Purchaser.

5.5 No Covenant as to Tax or Accounting Consequences. It is
expressly understood and agreed that neither the Purchaser nor its officers or
agents has made any warranty or agreement, expressed or implied, as to the tax
or accounting consequences of the transactions contemplated by this Agreement or
the tax or accounting consequences of any action pursuant to or growing out of
this Agreement.

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<PAGE> 10

5.6 Indemnification. The Private Company and the Shareholder,
severally and not jointly, shall indemnify Purchaser for any loss, cost,
expense, or other damage (including, without limitation, attorneys' fees and
expenses) suffered by Purchaser resulting from, arising out of, or incurred with
respect to the falsity or the breach of any representation, warranty, or
covenant made by the Private Company or the Shareholder herein, and any claims
arising from the operations of the Private Company prior to the Closing Date.
Purchaser shall indemnify and hold the Private Company and the Shareholder
harmless from and against any loss, cost, expense, or other damage (including,
without limitation, attorneys' fees and expenses) resulting from, arising out
of, or incurred with respect to, or alleged to result from, arise out of or have
been incurred with respect to, the falsity or the breach of any representation,
covenant, warranty, or agreement made by Purchaser herein, and any claims
arising from the operations of Purchaser prior to the Closing Date. The
indemnity agreement contained herein shall remain operative and in full force
and effect for a period of one year from the Closing of this Agreement,
regardless of any investigation made by or on behalf of any party.

5.7 Publicity. The parties agree that no publicity, release, or
other public announcement concerning this Agreement or the transactions
contemplated by this Agreement shall be issued by any party hereto without the
advance approval of both the form and substance of the same by the other parties
and their counsel, which approval, in the case of any publicity, release, or
other public announcement required by applicable law, shall not be unreasonably
withheld or delayed.

5.8 Expenses. Except as otherwise expressly provided herein, each
party to this Agreement shall bear its own respective expenses incurred in
connection with the negotiation and preparation of this Agreement, in the
consummation of the transactions contemplated hereby, and in connection with all
duties and obligations required to be performed by each of them under this
Agreement.

5.9 Further Actions. Each of the parties hereto shall take all such
further action, and execute and deliver such further documents, as may be
necessary to carry out the transactions contemplated by this Agreement.

6. Conditions Precedent to the Purchaser's Obligations. Each and every
obligation of the Purchaser to be performed on the Closing Date shall be subject
to the satisfaction prior thereto of the following conditions:

6.1 Truth of Representations and Warranties. The representations and
warranties made by the Private Company and the Shareholder in this Agreement or
given on their behalf hereunder shall be substantially accurate in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the Closing
Date.

6.2 Performance of Obligations and Covenants. The Private Company
and the Shareholder shall have performed and complied with all obligations and
covenants required by this Agreement to be performed or complied with by them
prior to or at the Closing.

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<PAGE> 11

6.3 Officer's Certificate. The Purchaser shall have been furnished
with a certificate (dated as of the Closing Date and in form and substance
reasonably satisfactory to the Purchaser), executed by an executive officer of
the Private Company, certifying to the fulfillment of the conditions specified
in subsections 6.1 and 6.2 hereof.

6.4 No Litigation or Proceedings. There shall be no litigation or
any proceeding by or before any governmental agency or instrumentality pending
or threatened against any party hereto that seeks to restrain or enjoin or
otherwise questions the legality or validity of the transactions contemplated by
this Agreement or which seeks substantial damages in respect thereof.

6.5 No Material Adverse Change. As of the Closing Date there shall
not have occurred any material adverse change, financially or otherwise, which
materially impairs the ability of the Private Company to conduct its business or
the earning power thereof on the same basis as in the past.

6.6 Shareholders' Approval. The holders of not less than a majority
of the outstanding common stock of the Purchaser shall have voted for
authorization and approval of this Agreement and the transactions contemplated
hereby.

6.7 Shareholder's Execution of Agreement. This Agreement shall have
been duly executed and delivered by the Shareholder.

7. Conditions Precedent to Obligations of the Private Company and the
Shareholder. Each and every obligation of the Private Company and the
Shareholder to be performed on the Closing Date shall be subject to the
satisfaction prior thereto of the following conditions:

7.1 Truth of Representations and Warranties. The representations and
warranties made by the Purchaser in this Agreement or given on its behalf
hereunder shall be substantially accurate in all material respects on and as of
the Closing Date with the same effect as though such representations and
warranties had been made or given on and as of the Closing Date.

7.2 Performance of Obligations and Covenants. The Purchaser shall
have performed and complied with all obligations and covenants required by this
Agreement to be performed or complied with by it prior to or at the Closing.

7.3 Officer's Certificate. The Private Company shall have been
furnished with a certificate (dated as of the Closing Date and in form and
substance reasonably satisfactory to the Private Company), executed by an
executive officer of the Purchaser, certifying to the fulfillment of the
conditions specified in subsections 7.1 and 7.2 hereof.

7.4 No Litigation or Proceedings. There shall be no litigation or
any proceeding by or before any governmental agency or instrumentality pending
or threatened against any party

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<PAGE> 12

hereto that seeks to restrain or enjoin or otherwise questions the legality or
validity of the transactions contemplated by this Agreement or which seeks
substantial damages in respect thereof.

7.5 No Material Adverse Change. As of the Closing Date there shall
not have occurred any material adverse change, financially or otherwise, which
materially impairs the ability of the Purchaser to conduct its business.

7.6 No Material Liabilities of Purchaser. As of the Closing Date the
Purchaser shall have no liabilities which in the aggregate exceed $1,000.

7.7 Name Change. As of the Closing Date the shareholders of the
Purchaser shall have duly approved an amendment to the Purchaser Articles
changing the name of the Purchaser to "United National Financial Corporation" or
some other name designated by the Private Company.

7.8 Cancellation of Outstanding Shares. As of the Closing Date
shareholders of the Purchaser shall cancel an aggregate of 2,600,000 outstanding
common shares of the Purchaser and return such shares to the authorized but
unissued shares of the Purchaser, such that immediately prior to closing the
Purchaser shall have a total of 2,400,000 shares duly issued and outstanding.

7.9 Assumption of Convertible Notes. At the Closing the Purchaser
shall assume the obligation to issue shares of common stock of the Purchaser to
the holders of promissory notes issued by the Private Company as set forth in
Schedule "A" at the rate of one share of common stock of the Purchaser for each
$1.00 of principle of such notes.

7.10 Assumption of Outstanding Warrants. At the Closing the
Purchaser shall assume the obligation to issue shares of the common stock of the
Purchaser to the holders of outstanding warrants issued by the Private Company
as set forth in Schedule "A" at the exercise price of $1.00 per share.

7.11 Legal Opinion. At the Closing the Purchaser shall deliver an
opinion of its counsel in form reasonably acceptable to counsel for the Private
Company that:

a. The Purchaser is duly incorporated and validly existing
under the laws and jurisdiction of the State of Nevada.

b. To the knowledge of such counsel, and based upon
representations made by the Purchaser, there is no action, proceeding or
investigation pending or threatened against the Purchaser which might reasonably
result, either individually or in the aggregate, in any material adverse change
in the business, conditions, affairs, or operations of the Purchaser.

c. To the knowledge of such counsel, and based upon
representations made by the Purchaser, the Purchaser is not a party to or
subject to the provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality.

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<PAGE> 13

d. All issued and outstanding shares of common stock of the
Purchaser have been duly authorized and validly issued and are fully paid and
nonassessable.

e. This Agreement, the issuance of the shares of common stock
of the Purchaser as described herein have been duly approved by all required
corporate action and that, upon compliance by the Private Company and the
Shareholder with all closing requirements, such shares, upon delivery, shall be
validly issued and outstanding, fully paid and nonassessable.

f. This Agreement has been duly executed and delivered by the
Purchaser and constitutes the valid and legally binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
subject only to applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws affecting the rights of creditors generally, and subject to the
exercise of judicial discretion in accordance with general terms of equity.

g. No consent, approval, authorization, or other action by, or
filing with, any governmental authority is required for the execution and
delivery of this Agreement by the Purchaser, or if required, the requisite
consent, approval, or authorization has been obtained, the requisite filing has
been accomplished, or the requisite action has been taken.

h. To the knowledge of such counsel, and based upon
representations made by the Purchaser, the Purchaser has complied with all
applicable laws (including rules, regulations, codes, plans, injunctions,
judgments, orders, decrees, rulings, and charges thereunder) of federal, state,
local, and foreign governments (and all agencies thereof), and no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand, or notice
has been filed or commenced against it alleging any failure so to comply.

8. Securities Law Provisions.

8.1 Restricted Securities. Each of the parties hereto, severally and
not jointly, represents that he, she, or it is aware that the shares issued or
transferred to him, her, or it will not have been registered pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), or any state securities
act, and thus will be restricted securities as defined in Rule 144 promulgated
by the Securities and Exchange Commission (the "SEC"). Therefore, under current
interpretations and applicable rules, he, she, or it will probably have to
retain such shares for a period of at least one year and at the expiration of
such one year period his, her, or its sales may be confined to brokerage
transactions of limited amounts requiring certain notification filings with the
SEC and such disposition may be available only if the issuer is current in its
filings with the SEC under the Securities Exchange Act of 1934, as amended, or
other public disclosure requirements.

8.2 Non-distributive Intent. Each of the parties hereto, severally
and not jointly, covenants and warrants that the shares received are acquired
for his, her, or its own account and not with the present view towards the
distribution thereof and he, she, or it will not dispose of such shares except
(i) pursuant to an effective registration statement under the 1933 Act, or (ii)
in any other

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<PAGE> 14

transaction which, in the opinion of counsel acceptable to the issuer, is exempt
from registration under the 1933 Act, or the rules and regulations of the SEC
thereunder. In order to effectuate the covenants of this subsection, an
appropriate legend will be placed upon each of the certificates of common stock
issued or transferred pursuant to this Agreement, and stop transfer instructions
shall be placed with the transfer agent for the securities.

8.3 Evidence of Compliance with Private Offering Exemption. Each of
the parties hereto, severally and not jointly, hereby represents and warrants
that he, she, or it, either individually or together with his, her, or its
representative, has such knowledge and experience in business and financial
matters that he, she, or it is capable of evaluating the risks of this Agreement
and the transactions contemplated hereby, and that the financial capacity of
such party is of such proportion that the total cost of such person's commitment
in the shares would not be material when compared with his, her, or its total
financial capacity. Upon the written request of the issuer of the securities
issued or transferred pursuant to this Agreement, any party hereto shall provide
such issuer with evidence of compliance with the requirements of any federal or
state exemption from registration. The Purchaser and the Private Company shall
each file, with the assistance of the other and its respective legal counsel,
such notices, applications, reports, or other instruments as may be deemed by
each of them to be necessary or appropriate in an effort to document reliance on
such exemptions, unless an exemption requiring no filing is available in the
particular jurisdiction, all to the extent and in the manner as may be deemed by
such parties to be appropriate.

9. Change of Management. Upon and as a condition of Closing this
Agreement:

9.1 Prior to Closing the Purchaser will authorize a reduction in the
number of directors to one person and shall present to its shareholders for
approval the election of Donald Wilen as the sole director of the Purchaser
effective immediately following the Closing of this Agreement. Prior to Closing
the Private Company will furnish material information of Mr. Wilen as a nominee
to be elected by the shareholders of the Purchaser. Purchaser reserves the right
to refuse to cause the nomination such person as a director of Purchaser if,
after review of the foregoing information concerning said person, it is the
opinion of Purchaser that the election of such person would not be in the best
interests of Purchaser.

9.2 The Private Company reserves the right to terminate this
Agreement if the nominee selected by it is not elected or appointed as set forth
above.

10. Closing.

10.1 Time and Place. The Closing of this transaction ("Closing")
shall take place at 57 West 200 South, Suite 310, Salt Lake City, Utah, at 2:00
pm, June 30, 1998, or at such other time and place as the parties hereto shall
agree upon. Such date is referred to in this Agreement as the "Closing Date."

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<PAGE> 15

10.2 Documents To Be Delivered by the Private Company and the
Shareholder. At the Closing the Private Company and the Shareholder shall
deliver to the Purchaser the following documents:

a. A stock certificate for the number of shares of common
stock of the Private Company in the manner and form required by subsection 1.1
hereof.

b. The certificate required pursuant to subsection 6.3 hereof.

c. Such other documents of transfer, certificates of
authority, and other documents as the Purchaser may reasonably request.

10.3 Documents To Be Delivered by the Purchaser. At the Closing the
Purchaser shall deliver to the Private Company and the Shareholder the following
documents:

a. Certificates for the number of shares of common stock of
the Purchaser as determined in sub-section 1.2 hereof.

b. The certificate required pursuant to subsection 7.3 hereof.

c. The legal opinion required pursuant to subsection 7.11
hereof.

d. A certificate of good standing from the State of Nevada
dated not more than thirty days prior to the closing.

e. Such other documents of transfer, certificates of
authority, and other documents as the Private Company and the Shareholder may
reasonably request.

11. Termination. This Agreement may be terminated by the Purchaser or the
Private Company by notice to the other if, (i) at any time prior to the Closing
Date any event shall have occurred or any state of facts shall exist that
renders any of the conditions to its or their obligations to consummate the
transactions contemplated by this Agreement incapable of fulfillment, or (ii) on
July 31, 1998, if the Closing shall not have occurred. Following termination of
this Agreement no party shall have liability to another party relating to such
termination, other than any liability resulting from the breach of this
Agreement by a party prior to the date of termination.

12. Miscellaneous.

12.1 Notices. All communications provided for herein shall be in
writing and shall be deemed to be given or made when served personally or when
deposited in the United States mail, certified return receipt requested,
addressed as follows, or at such other address as shall be designated by any
party hereto in written notice to the other party hereto delivered pursuant to
this subsection:

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<PAGE> 16

Purchaser: 1600 East Desert Inn Road
Suite 102
Las Vegas, NV 89109

With copy to: W. Michael Howery
Attorney at Law
4700 South 900 East
Suite 30-206
Salt Lake City, UT 84117

Private Company and
Shareholder: Donald Wilen
280 Windsor Highway
New Windsor, NY 12553

With copy to: Ronald N. Vance
Attorney at Law
57 West 200 South
Suite 310
Salt Lake City, UT 84101

12.2 Default. Should any party to this Agreement default in any of
the representations, warranties, covenants, conditions, or promises contained
herein, the defaulting party shall pay all costs and expenses, including a
reasonable attorney's fee, which may arise or [ILLEGIBLE] from enforcing this
Agreement, or in pursuing any remedy provided hereunder or by the statutes of
the State of Utah.

12.3 Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other party
or parties, which consent shall not be unreasonably withheld.

12.4 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.

12.5 Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition,
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.

12.6 Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations,

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<PAGE> 17

representations, prior discussions, letters of intent, and preliminary
agreements between the parties hereto relating to the subject matter of this
Agreement.

12.7 Interpretation of Agreement. This Agreement shall be
interpreted and construed as if equally drafted by all parties hereto.

12.8 Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any party, or in any statement or document delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have been
fully satisfied.

12.9 Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may be
required to carry out fully the transactions contemplated herein.

12.10 Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated, or discharged except by means of a written
supplemental instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought.

12.11 Full Knowledge. By their signatures, the parties acknowledge
that they have carefully read and fully understand the terms and conditions of
this Agreement, that each party has had the benefit of counsel, or has been
advised to obtain counsel, and that each party has freely agreed to be bound by
the terms and conditions of this Agreement.

12.12 Headings. The descriptive headings of the various sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

12.13 Counterparts. This Agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement
and Plan of Reorganization as of the day and year first above written.

PURCHASER: Premiere Mortgage Resources, Inc.

By
---------------------------
Andrew W. Berney, President

-16-
<PAGE> 18

PRIVATE COMPANY: United National, Inc.

By /s/ Donald Wilen
---------------------------
Donald Wilen, President

SHAREHOLDER:
/s/ Donald Wilen
------------------------------
Donald Wilen, individually

-17-
<PAGE> 19

SCHEDULE "A"
TO THE
AGREEMENT AND PLAN OF REORGANIZATION

The following table sets forth all of the outstanding convertible
promissory notes issued by the Private Company:

<TABLE>
<CAPTION>
Convertible into Conversion
Note Holder Amount Due Date Number of Shares Price
- ----------- ------ -------- ---------------- -----
<S> <C> <C> <C> <C>
SuperNova, Inc. $100,000 5/31/98 100,000 $1.00/Share
Douglas Nagel $200,000 9/15/98 200,000 $1.00/Share
Robert D. Hall $50,000 9/15/98 50,000 $1.00/Share
James Hall $50,000 9/15/98 50,000 $1 00/Share
Azucar, Ltd. $33,000 9/15/98 33,000 $1.00/Share
Visual Company $25,000 9/15/98 25,000 $1.00/Share
</TABLE>

The following table sets forth all of the outstanding warrants issued by
the Private Company:

<TABLE>
<CAPTION>
Expiration
Warrant Holder Number of Warrants Exercise Price Date
- -------------- ------------------ -------------- ----
<S> <C> <C> <C>
SuperNova, Inc. 200,000 $1.00/Share 2/9/00
Douglas Nagel 200,000 $1.00/Share 3/18/00
Robert D. Hall 50,000 $1.00/Share 3/23/00
James Hall 50,000 $1.00/Share 4/2/00
Select Media, Ltd. 300,000 $1.00/Share 4/2/00
Azucar, Ltd. 66,000 $1.00/Share 6/3/00
Visual Company 50,000 $1.00/Share 6/5/00
</TABLE>

-18-

<PAGE> 1

EXHIBIT 10.2

AGREEMENT TO SELL STOCK

<PAGE> 2

Agreement

Dated April 22, 1998

Whereas United National, Inc. wishes to acquire 100% of United National
Mortgage, LLC, and whereas United National Mortgage, LLC wishes to be acquired
by United National, Inc., now therefore.

/s/ Donald Wilen /s/ Donald Wilen
- --------------------- -----------------------------
United National, Inc. United National Mortgage, LLC
by Donald Wilen, Pres. by Donald Wilen, Pres.

<PAGE> 1

EXHIBIT 10.3

INDEMNIFICATION AGREEMENT WITH DONALD WILEN
<PAGE> 2

INDEMNITY AGREEMENT

This Indemnity Agreement ("Agreement") is made as of October 5, 1999, by
and between PREMIER MORTGAGE RESOURCES, INC., a Nevada corporation ("Company"),
and DONALD S. WILEN ("Indemnitee"), a director and/or officer or key executive,
employee or consultant of the Company, or a person serving at the request of the
Company as a director, officer, employee or agent of another enterprise.

RECITALS

A. The Indemnitee is currently serving or has agreed to serve as a
director and/or officer of the Company and in such capacity has rendered and/or
will render valuable services to the Company.

B. The Company has investigated the availability and sufficiency of
liability insurance and applicable statutory indemnification provisions to
provide its directors and officers with adequate protection against various
legal risks and potential liabilities to which such individuals are subject due
to their positions with the Company and has concluded that such insurance may be
unavailable or too costly, and even if purchased it, and the statutory
provisions, may provide inadequate and unacceptable protection to certain
individuals requested to serve as its directors and/or officers.

C. It is essential to the Company that it attract and retain as officers
and directors the most capable persons available and in order to induce and
encourage highly experienced and capable persons such as the Indemnitee to serve
or continue to serve as a

1
<PAGE> 3

director and/or officer of the Company, the Board of Directors has determined,
after due consideration and investigation of the terms and provisions of the
Agreement and the various other options available to the Company and the
Indemnitee in lieu hereof, that this Agreement is not only reasonable and
prudent but necessary to promote and ensure the best interests of the Company
and its stockholders.

NOW, THEREFORE, in consideration of the services or continued services of
the Indemnitee and in order to induce the Indemnitee to serve or continue to
serve as director and/or officer, the Company and the Indemnitee do hereby agree
as follows:

1. Definitions. As used in this Agreement:

(a) The term "Proceeding" shall include any threatened, pending or
completed inquiry, hearing, investigation, action, suit, arbitration or other
alternative dispute resolution mechanism or proceeding, formal or informal,
whether brought in the name of the Company or otherwise and whether of a civil,
criminal or administrative or investigative nature, by reason of the fact that
the Indemnitee is or was a director and/or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another enterprise, whether or not he/she is serving in such capacity at the
time any liability or expense is incurred for which indemnification or
reimbursement is to be provided under this Agreement.

(b) The term "Expenses" includes, without limitation: attorneys'
fees, costs, disbursements and retainers; accounting

2
<PAGE> 4

and witness fees; fees of experts; travel and deposition costs; transcript
costs, filing fees, telephone charges, postage, copying costs, delivery service
fees and other expenses and obligations of any nature whatsoever paid or
incurred in connection with any investigations, judicial or administrative
proceedings and appeals, amounts paid in settlement by or on behalf of
Indemnitee, and any expenses of establishing a right to indemnification,
pursuant to this Agreement or otherwise, including reasonable compensation for
time spent by the Indemnitee in connection with the investigation, defense or
appeal of a Proceeding or action for indemnification for which he/she is not
otherwise compensated by the Company or any third party. The term "Expenses"
does not include the amount of judgments, fines, penalties or ERISA excise taxes
actually levied against the Indemnitee.

2. Agreement to Serve. The Indemnitee agrees to serve or to continue to
serve as a director and/or officer of the Company for so long as he/she is duly
elected or appointed or until such time as he/she tenders his/her resignation in
writing or is removed as a director and/or officer. However, nothing contained
in this Agreement shall be construed as giving Indemnitee any right to be
retained in the employ of the Company, any subsidiary or any other person.

3. Indemnification in Third Party Actions. The Company shall indemnify the
Indemnitee if the Indemnitee is a party to or threatened to be made a party to
or is otherwise involved in any Proceeding (other that a Proceeding by or in the
name of the Company to procure a judgment in its favor), by reason of

3
<PAGE> 5

the fact that the Indemnitee is or was a director and/or officer of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another enterprise, against all Expenses, judgments, fines,
penalties and ERISA excise taxes actually and reasonably incurred by the
Indemnitee in connection with the defense or settlement of such a Proceeding, to
the fullest extent permitted by applicable corporate law and the Company's
Articles of Incorporation; provided that any settlement of a Proceeding be
approved in writing by the Company.

4. Indemnification in Proceedings by or In the Name of the Company. The
Company shall indemnify the Indemnitee if the Indemnitee is a party to or
threatened to be made a party to or is otherwise involved in any Proceeding by
or in the name of the Company to procure a judgment in its favor by reason of
the fact that the Indemnitee was or is a director and/or officer of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another enterprise, against all Expenses, judgments, fines
penalties and ERISA excise taxes actually and reasonably incurred by the
Indemnitee in connection with the defense or settlement of such a Proceeding, to
the fullest extent permitted by applicable corporate law and the Company's
Articles of Incorporation.

5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee
shall be conclusively presumed to have met the relevant standards of conduct, if
any, as defined by applicable corporate law, for indemnification pursuant to
this Agreement, unless a determination is made that the Indemnitee has not met

4
<PAGE> 6

such standards (i) by the Board of Directors by a majority vote of a quorum
thereof consisting of directors who were not parties to the Proceeding due to
which a claim is made under this Agreement, (ii) by the shareholders of the
Company by majority vote of a quorum thereof consisting of shareholders who are
not parties to the Proceeding due to which a claim is made under this Agreement,
(iii) in a written opinion by independent counsel, selection of whom has been
approved by the Indemnitee in writing, or (iv) by a court of competent
jurisdiction.

6. Indemnification of Expenses of Successful Party. Notwithstanding any
other provision of the Agreement, to the extent that the Indemnitee has been
successful in defense of any Proceeding or in defense of any claim, issue or
matter therein, on the merits or otherwise, including the dismissal of a
Proceeding without prejudice or the settlement of a Proceeding without an
admission of liability, the Indemnitee shall be indemnified against all Expenses
incurred in connection therewith to the fullest extent permitted by applicable
corporate law.

7. Advances of Expenses. The Expenses incurred by the Indemnitee in any
Proceeding shall be paid promptly by the Company in advance of the final
disposition of the Proceeding at the written request of the Indemnitee to the
fullest extent permitted by applicable corporate law; provided that the
Indemnitee shall undertake in writing to repay any advances if it is ultimately
determined that the Indemnitee is not entitled to indemnification.

8. Partial Indemnification. If the Indemnitee is entitled

5
<PAGE> 7

under any provision of the Agreement to indemnification by the Company for a
portion of the Expenses, judgments, fines, penalties or ERISA excise taxes
actually and reasonably incurred by him/her in the investigation, defense,
appeal or settlement of any Proceeding but not, however, for the total amount of
his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company
shall nevertheless indemnify the Indemnitee for the portion of Expenses,
judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is
entitled.

9. Indemnification Procedure; Determination of Right to Indemnification.

(a) Promptly after receipt by the Indemnitee of notice of the
commencement of any Proceeding, the Indemnitee shall, if a claim in respect
thereof is to be made against the Company under this Agreement, notify the
Company of the commencement thereof in writing. The omission to so notify the
Company, however, shall not relieve it from any liability which it may have to
the Indemnitee otherwise than under this Agreement.

(b) If a claim for indemnification or advances under this Agreement
is not paid by the Company within thirty (30) days of receipt of written notice,
the rights provided by this Agreement shall be enforceable by the Indemnitee in
any court of competent jurisdiction. The burden of proving by clear and
convincing evidence that indemnification or advances are not appropriate shall
be on the Company. Neither the failure of the directors or stockholders of the
Company or its independent legal counsel to have made a determination prior to
the commencement of such action that indemnification or advances are proper in
the

6
<PAGE> 8

circumstances because the Indemnitee has met the applicable standard of conduct,
if any, nor an actual determination by the directors or shareholders of the
Company or independent legal counsel that the Indemnitee has not met the
applicable standard of conduct, shall be a defense to the action or create a
presumption for the purpose of an action that the Indemnitee has not been the
applicable standard of conduct.

(c) The Indemnitee's Expenses incurred in connection with any
Proceeding concerning his/her right to indemnification or advances in whole or
part pursuant to this Agreement shall also be indemnified by the Company
regardless of the outcome of such Proceeding.

(d) With respect to any Proceeding for which indemnification is
requested, the Company will be entitled to participate therein at its own
expense and, except as otherwise provided below, to the extent that it may wish,
the Company may assume the defense thereof, with counsel satisfactory to the
Indemnitee. After notice from the Company to the Indemnitee of its election to
assume the defense of a Proceeding, the Company will not be liable to the
Indemnitee for any Expenses subsequently incurred by the Indemnitee in
connection with the defense thereof, other than as provided below. The Company
shall not settle any Proceeding in any manner which would impose any penalty or
limitation on the Indemnitee without the Indemnitee's written consent. The
Indemnitee shall have the right to employee his/her counsel in any Proceeding,
but the fees and expenses of such counsel incurred after notice from the Company
of its assumption of the defense of the Proceeding shall be at the expense of
the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company, (ii) the

7
<PAGE> 9

Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and the Indemnitee in the conduct of the defense of
a Proceeding, in each of which cases the fees and expenses of the Indemnitee's
counsel shall be advances by the Company. The Company shall not be entitled to
assume the defense of any Proceeding brought by or on behalf of the Company or
as to which the Indemnitee has concluded that there may be a conflict of
interest between the Company and the Indemnitee.

10. Limitations on Indemnification. No payments pursuant to this Agreement
shall be made by the Company:

(a) To indemnify or advance funds to the Indemnitee expenses with
respect to Proceeding initiated or brought voluntarily by the Indemnitee and not
by way of defense, except with respect to Proceedings brought to establish or
enforce a right to indemnification under this Agreement or any other statute or
law or otherwise as required under applicable corporate law, but such
indemnification or advancement of expenses may be provided by the Company in
specific cases if the Board of Directors finds it to be appropriate;

(b) To indemnify the Indemnitee for any Expenses, judgment, fines,
penalties or ERISA excise taxes sustained in any Proceeding for which payment is
actually made to the Indemnitee under a valid and collectible insurance policy,
except in respect of any excess beyond the amount of payment under such
insurance;

(c) To indemnify the Indemnitee for any Expenses, judgment, fines,
and/or penalties sustained in any Proceeding for an accounting of profits made
from the purchase or sale by the Indemnitee of securities of the Company
pursuant to the

8
<PAGE> 10

provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules
and regulations promulgated thereunder and amendments thereto or similar
provisions of any federal, state or local statutory law; and

(d) If a court of competent jurisdiction finally determines that any
indemnification hereunder is unlawful.

11. Maintenance of Liability Insurance.

(a) The Company hereby covenants and agrees that, as long as the
Indemnitee continues to serve as a director and/or officer of the Company and
thereafter as long as the Indemnitee may be subject to any possible Proceeding,
the Company, subject to subsection (c), shall promptly obtain and maintain in
full force and effect directors' and officers' liability insurance ("D&O
Insurance") in reasonable amounts from established and reputable insurers.

(b) In all D&O insurance policies, the Indemnitee shall be named as
an insured in such a manner as to provide the Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company's
directors and/or officers.

(c) Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines, in its
sole discretion, that such insurance is not reasonably available, the premium
costs for such insurance is so limited by exclusions that it provides an
insufficient benefit, or the Indemnitee is covered by similar insurance
maintained by a subsidiary of the Company.

12. Indemnification Hereunder Not Exclusive. The

9
<PAGE> 11

indemnification provided by this Agreement shall not be deemed exclusive of any
other rights to which the Indemnitee may be entitled under the Articles of
Incorporation, Bylaws, any agreement, vote of shareholders or disinterested
directors, provision of applicable corporate law, or otherwise, both as to
action in his/her official capacity and as to action in another capacity on
behalf of the Company while holding such office.

13. Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of the Indemnitee and his/her heirs, executors,
administrators and assigns, whether or not Indemnitee has ceased to be a
director or officer, and the Company and its successors and assigns.

14. Severability. Each and every paragraph, sentence, term and provision
hereof is separate and distinct so that if any paragraph, sentence, term or
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term or provision hereof. To
the extent required, any paragraph, sentence, term or provision of this
Agreement shall be modified by a court of competent jurisdiction to preserve its
validity and to provide the Indemnitee with the broadest possible
indemnification permitted under applicable corporate law.

15. Savings Clause. If this Agreement or any paragraph, sentence, term or
provision hereof is invalidated on any ground by any court of competent
jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any
Expenses,

10
<PAGE> 12

judgments, fines, penalties for ERISA excise taxes incurred with respect to any
Proceeding to the full extent permitted by any applicable paragraph, sentence,
term or provision of this Agreement that has not been invalidated or by any
other applicable provision of applicable corporate law.

16. Interpretation; Governing Law. This Agreement shall be construed as a
whole and in accordance with its fair meaning. Headings are for convenience only
and shall not be used in construing meaning. This Agreement shall be governed
and interpreted in accordance with the laws of the State of Nevada.

17. Amendments. No amendment, waiver, modification, termination or
cancellation of this Agreement shall be effective unless in writing signed by
the party against whom enforcement is sought. The indemnification rights
afforded to the Indemnitee hereby are contract rights and may not be diminished,
eliminated or otherwise affected by amendments to the Articles of Incorporation,
Bylaws, or by other agreements, including D&O Insurance policies.

18. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other.

19. Notices. Any notice required to be given under this Agreement shall be
directed:

11
<PAGE> 13

TO: PREMIER MORTGAGE RESOURCES, INC.
280 Winsdor Highway
New Windsor, New York 12553

With a copy to:
Andrea Cataneo, Esq.
12 South Third Avenue
Mine Hill, New Jersey, 07803

and;
TO: Donald S. Wilen
114 Plains Road
New Paltz, New York 12561

or to such other address as either shall designate in writing.

IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as
of the date first written above.

INDEMNITEE:

/s/ Donald S. Wilen
------------------------------------
DONALD S. WILEN

PREMIER MORTGAGE RESOURCES, INC.

By /s/ Donald S. Wilen
---------------------------------
President

<PAGE> 1

EXHIBIT 10.4

INDEMNIFICATION AGREEMENT WITH JOSEPH CILENTO
<PAGE> 2

INDEMNITY AGREEMENT

This Indemnity Agreement ("Agreement") is made as of October 5, 1999, by
and between PREMIER MORTGAGE RESOURCES, INC., a Nevada corporation ("Company"),
and JOSEPH A. CILENTO ("Indemnitee"), a director and/or officer or key
executive, employee or consultant of the Company, or a person serving at the
request of the Company as a director, officer, employee or agent of another
enterprise.

RECITALS

A. The Indemnitee is currently serving or has agreed to serve as a
director and/or officer of the Company and in such capacity has rendered and/or
will render valuable services to the Company.

1
<PAGE> 3

1. Definitions. As used in this Agreement:

(b) The term "Expenses" includes, without limitation: attorneys'
fees, costs, disbursements and retainers; accounting

2
<PAGE> 4

3. indemnification in Third Party Actions. The Company shall indemnify the
Indemnitee if the Indemnitee is a party to or threatened to be made a party to
or is otherwise involved in any Proceeding (other that a proceeding by or in the
name of the Company to procure a judgment in its favor), by reason of

3
<PAGE> 5

4
<PAGE> 6

such standards (1) by the Board of Directors by a majority vote of a quorum
thereof consisting of directors who were not parties to the Proceeding due to
which a claim is made under this Agreement, (ii) by the shareholders of the
Company by majority vote of a quorum thereof consisting of shareholders who are
not parties to the Proceeding due to which a claim is made under this Agreement,
(iii) in a written opinion by independent counsel, selection of whom has been
approved by the Indemnitee in writing, or (iv) by a court of competent
jurisdiction.

8. Partial Indemnification. If the Indemnitee is entitled

5
<PAGE> 7

9. Indemnification Procedure; Determination of Right to Indemnification.

6
<PAGE> 8

circumstances because the Indenmitee has met the applicable standard of conduct,
if any, nor an actual determination by the directors or shareholders of the
Company or independent legal counsel that the Indemnitee has not met the
applicable standard of conduct, shall be a defense to the action or create a
presumption for the purpose of an action that the Indemnitee has not been the
applicable standard of conduct.

(d) With respect to any Proceeding for which indemnification is
requested, the Company will be entitled to participate therein at its own
expense and, except as otherwise provided below, to the extent that it may wish,
the Company may assume the defense thereof, with counsel satisfactory to the
Indemnitee. After notice from the Company to the Indemnitee of its election to
assume the defense of a Proceeding, the Company will not be liable to the
Indemnitee for any Expenses subsequently incurred by the Indemnitee in
connection with the defense thereof, other than as provided below. The Company
shall not settle any Proceeding in any manner which would impose any penalty or
limitation on the Indemnitee without the Indemnitee's written consent. The
Indemnitee shall have the right to employee his/her counsel in any Proceeding,
but the fees and expenses of such counsel incurred after notice from the Company
of its assumption of the defense of the proceeding shall be at the expense of
the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company, (ii) the

7
<PAGE> 9

10. Limitations on Indemnification. No payments pursuant to this Agreement
shall be made by the Company:

8
<PAGE> 10

(d) If a court of competent jurisdiction finally determines that any
indemnification hereunder is unlawful.

11. Maintenance of Liability Insurance.

12. Indemnification Hereunder Not Exclusive. The

9
<PAGE> 11

10
<PAGE> 12

19. Notices. Any notice required to be given under this Agreement shall be
directed:

11
<PAGE> 13

TO: PREMIER MORTGAGE RESOURCES, INC.
280 Winsdor Highway
New Windsor, New York 12553

With a copy to:

Andrea Cataneo, Esq.
12 South Third Avenue
Mine Hill, New Jersey, 07803

and;

TO: Joseph A. Cilento
1 Windward Drive
New Fairfield, CT 06812

or to such other address as either shall designate in writing.

IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as
of the date first written above.

INDEMNITEE:

/s/ Joseph A. Cilento
-------------------------------------
JOSEPH A. CILENTO

PREMIER MORTGAGE RESOURCES, INC.

By: /s/ Donald Wilen
---------------------------------
President

<PAGE> 1

EXHIBIT 10.5

INDEMNIFICATION AGREEMENT WITH WILLIAM "RUDY" SCOTT

<PAGE> 2

INDEMNITY AGREEMENT

This Indemnity Agreement ("Agreement") is made as of October 5, 1999, by
and between PREMIER MORTGAGE RESOURCES, INC., a Nevada corporation ("Company"),
and WILLIAM R. SCOTT, JR. ("Indemnitee"), a director and/or officer or key
executive, employee or consultant of the Company, or a person serving at the
request of the Company as a director, officer, employee or agent of another
enterprise.

RECITALS

A. The Indemnitee is currently serving or has agreed to serve as a
director and/or officer of the Company and in such capacity has rendered and/or
will render valuable services to the Company.

1
<PAGE> 3

1. Definitions. As used in this Agreement:

(b) The term "Expenses" includes, without limitation: attorneys'
fees, costs, disbursements and retainers; accounting

2
<PAGE> 4

3. indemnification in Third Party Actions. The Company shall indemnify the
Indemnitee if the Indemnitee is a party to or threatened to be made a party to
or is otherwise involved in any Proceeding (other that a Proceeding by or in the
name of the Company to procure a judgment in its favor), by reason of

3
<PAGE> 5

4
<PAGE> 6

8. Partial Indemnification. If the Indemnitee is entitled

5
<PAGE> 7

9. indemnification Procedure; Determination of Right to Indemnification.

6
<PAGE> 8

7
<PAGE> 9

10.Limitations on Indemnification. No payments pursuant to this Agreement
shall be made by the Company:

(c) To indemnify the Indemnitee for any Expenses, judgment, fines,
and/or penalties sustained in any proceeding for an accounting of profits made
from the purchase or sale by the Indemnitee of securities of the Company
pursuant to the

8
<PAGE> 10

(d) If a court of competent jurisdiction finally determines that any
indemnification hereunder is unlawful.

11. Maintenance of Liability Insurance.

12. Indemnification Hereunder Not Exclusive. The

9
<PAGE> 11

10
<PAGE> 12

19. Notices. Any notice required to be given under this Agreement shall be
directed:

11
<PAGE> 13

TO: PREMIER MORTGAGE RESOURCES, INC.
280 Winsdor Highway
New Windsor, New York 12553

With a copy to:

Andrea Cataneo, Esq.
12 South Third Avenue
Mine Hill, New Jersey, 07803

and;

TO: William R. Scott, Jr.
4 Christie Road
Newburgh, New York 06812

or to such other address as either shall designate in writing.

IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as
of the date first written above.

INDEMNITEE:

/s/ William R. Scott, Jr.
---------------------------------
WILLIAM R. SCOTT, JR.

PREMIER MORTGAGE RESOURCES, INC.

By: /s/ Donald Wilen
-----------------------------
President

<PAGE> 1

EXHIBIT 10.6

SAMPLE NET BRANCH AGREEMENT

<PAGE> 2

DISTRICT BRANCH MANAGER AGREEMENT

60/40

THIS AGREEMENT is made and entered into as the _____ day of______________
1998 by and between United National Mortgage, LLC, hereinafter referred to as
"United" and ________________________________________ hereinafter referred to as
"District Branch Manager".

Whereas, United is a Licensed Mortgage Banker doing business in the State
of ________________________________ and

Whereas, United is desirous of establishing a Branch Office location for
the origination and processing of such mortgages at:
___________________________________________________; and

Whereas, District Branch Manager has demonstrated to United the
experience, knowledge, and skills necessary to manage the origination and
processing of mortgage loans; and

Whereas, both District Branch Manager and United are desirous of entering
into the Agreement to provide for their mutual understandings and for the scope
of their association,

NOW THEREFORE, in consideration of the foregoing and their mutual
covenants and Agreement herein contained, IT IS MUTUALLY AGREED AS FOLLOWS:

1. TERM OF THIS AGREEMENT:

The term of this agreement, after an initial three (3) month probation
period, will be perpetual until termination by either District Branch
Manager or by United in accordance with the provisions hereinafter stated.

2. BRANCH OFFICE DUTIES:

A. The District Branch Manager will operate the United Branch office at
___________________________in accordance with the rules and
regulations of the State of__________________________ Banking
Department.

B. District Branch Manager will be responsible for the day-to-day
management of the branch office. However. United hires and
terminates all employees. The Branch Manager will forward to United
the appropriate personnel forms for any prospective employees. After
appropriate review, United will determine the appropriate personnel
action and inform the Branch.

C. District Branch Manager shall be responsible for the development of
originations and processing. All promotional materials and
advertising must be in compliance with State and Federal Law and
must be approved by the home office prior to publication. All
Federal and State mandated disclosures to Consumers are to be
strictly complied with.

1
<PAGE> 3

D. District Branch Manager is to keep a log in accordance with the
State Banking requirements for all applications accepted for
processing. All monies received in accordance with said applications
from applicants shall be forwarded to the home office, including,
but not limited to: Application Fees, Appraisal Fees, Credit
Reporting Fees, Points, Origination Fees, Warehouse Fees and/or
Commitment Fees. All receipts and disbursements shall flow through
the home office.

E. District Branch Manager is expected to devote his time and effort to
furthering, promoting, and developing the business activities of
United and without limiting the foregoing, District Branch Manager
agrees that during his employment period as District Branch Manager,
and for a period of 120 days after said employment period he will
not directly or indirectly engage in any of the following
activities:

1. Solicit or accept consumers on behalf of any other business
which is in competition with United.

2. Solicit any United employee or attempt to entice any United
employee on behalf of any other business which is in
competition with United, or accept any United employee to work
for any other business which is in competition with United.

F. Under no circumstances shall Branch Manager or anyone under the
direction of Branch Manager issue pre-approval letters or commitment
letters on behalf of United. All underwriting decisions are to be
made by authorized personnel of United only.

G. Under no circumstances shall Branch Manager or anyone under the
direction of Branch Manager enter into any agreement on behalf of
United which obligates United in any way to pay for leases,
furniture) equipment, supplies and the like. See The Management
Company, Section 10.

3. COMPENSATION

A. Compensation to the management company and to personnel will be made
every two weeks for all commissions and compensation earned less all
expenses paid by United on behalf of the branch and all corporate
expenses charged to the branch, if any until five (5) business days
prior to pay day. Commissions and compensation will be deemed to be
earned only if the funds on closed loans have been collected from
the secondary market and have cleared United's bank by five (5)
business days prior to the pay day.

B. Definition of net profit is herein defined as gross income of the
branch minus expenses of the branch. Such expenses shall be in
accordance with Generally Accepted Accounting Principles.

2
<PAGE> 4

C. Definition of gross income shall be as follows:

Gross income is defined as 60% of the front points charged by the
branch and received by United plus 60% of the yield spread premium
and service release premium based on investor flow pricing actually
received by United reduced by the fees charged by United to the
Branch listed on Schedule A attached. The fees on Schedule A are
subject change with 30 days notice to the branch.

Notwithstanding anything to the contrary in this contract, United
imposes minimum total income on all loans (before Branch/United
split). Such minimums are included on Schedule A and are subject to
change with 30 days notice to the branch.

D. In the event that United services a loan directly or indirectly, the
branch compensation shall include 10% of the service fee.

E. The branch hereby certifies and warrants that it has the capability
and competence to fully process loans to standards generally
accepted in the industry. If such standards are not met, United, at
its sole discretion, has the right to terminate this contract or to
charge a reasonable fee to process the loans through the home
office. Processing fees are on Schedule A.

F. In the event that United is required by an investor to refund all or
a portion of the premium earned on a loan, the branch that
originated the loan shall refund its pro-rata portion of such refund
to United within 10 days of being notified of the refund. United
shall have the right to offset the branch's pro-rata portion of such
refund against any amounts due the branch.

G. United reserves the right to reject loans in its sole discretion.

4. PROCEDURES FOR RECEIVING COMPENSATION

A. Compensation for each pay period will be calculated as provided in
paragraph 3 and as agreed to in this paragraph 4. On the day that
compensation is being calculated, the branch manager will be called
by a compensation coordinator from United. A compensation report
will be available that time. An agreement will be reached between
the branch manager and the compensation coordinator as to the total
amount due to the branch. The branch manager will inform the
compensation coordinator as to the compensation due each employee of
the branch. To the extent available in accordance with the
calculations spelled out in paragraph 3, compensation will then be
paid in the following order:

a. Reimbursement to United for any advances made and still
outstanding and any expenses including payroll costs incurred
by United on behalf of the Branch. Such expenses shall include
all direct expenses of a particular loan including, but not
limited to, excess investor fees and warehouse fees, if any.
United has the right to substitute a flat administrative fee
in lieu of direct loan expenses.

3
<PAGE> 5

b. The branch payroll other than the branch manager.

c. The actual overhead expenses certified to the compensation
coordinator by the Management Company.

d. The balance to be paid as wages to the branch manager.

B. In the event there are insufficient earnings by the branch to cover
the payroll or other obligations, special arrangements must be made
with United to cover such costs and United has the right to
terminate this agreement immediately if arrangements cannot be made
or are not approved by United.

5. SERVICING RIGHTS, SERVICING COMPENSATION

All servicing rights are the sole and exclusive property of United. United
reserves the right to sell, hypothecate or transfer servicing at any time.
In the event that United sells any servicing upon which District Branch
Manager has been receiving an excess servicing fee bonus, United will
distribute to District Branch Manager his share of the net servicing sale
proceeds.

6. PUBLIC OFFERING

At the present time, United is a privately owned limited liability
company. United plans to develop a program under which qualified branch
managers will be entitled to receive United stock or be offered stock
options, or if United issues different classes of stock, then said branch
managers shall be entitled to receive such class or classes of stock or
options as United shall then determine. Branch manager acknowledges that
some or all of such stock or options will be restricted in nature and will
be subject to the term or a shareholder agreement that all shareholders of
United will be required to execute. If United makes a public offering of
its stock, the stock or options offered or issued to branch managers may
or may not be available for sale in the public markets. Any offering of
securities to branch managers will be subject to such terms and conditions
as United shall then develop, including any requirements set forth by
United's underwriter or other advisors.

7. SALE

If, instead of entering into a public offering, United should decide to
sell its assets to another company, the Branch Managers shall be
compensated for their contributions by applying a formula to be determined
by United.

4
<PAGE> 6

8. UNDERWRITING AUTHORITY

United reserves to itself all underwriting authority.

9. LOCK-IN AGREEMENTS

All Lock-In Agreements must be signed by the District Branch Manager and
countersigned by a corporate officer of United. Each Lock-In Agreement
must be faxed immediately to the home office for signature with a
recommendation of risk by District Branch Manager. Lock-in checks are to
be forwarded to the home office upon receipt, but no later than two (2)
business days after Lock-In.

10. THE MANAGEMENT COMPANY

A. The Branch Manager shall use a separate entity for management and
overhead of the branch.

B. All leased and utility agreements shall be between the management
company corporate entity and the vendor. The Management Company will
provide to United copies of all leases. Every half-month at the time
compensation for the branch is calculated, the management company
shall provide a list of all expenses incurred in the previous half
month including rent, utilities, local advertisements, insurance
required by United and all other expenses of maintaining the branch
for the previous half month. The Management Company will make all
payments to the vendors and will be reimbursed in a manner as stated
in paragraph 3 of this agreement.

C. The Management Company will keep adequate business records, which
will be available to United for inspection during normal business
hours upon reasonable notice. The Management Company will supply
united periodic reports required by United. The Management Company
is required to conduct its business in an efficient manner. All
bills are to be paid promptly and the branch will comply with
banking department regulations.

D. The Management Company will be required to keep certain levels of
insurance in force as agreed between the parties. In some cases
group insurance will be available through United at a reduced cost
and United will bill each management company for its pro-rate share
of such insurance. United is covered by blanket errors and omissions
insurance policy and fidelity bond. Each branch will be required to
pay its pro-rata portion as determined by United.

E. All legal obligations such as leases and utility bills shall be in
the name of the management entity. United will assume no
responsibility for management company obligations and will not
co-sign any legal documents. All such documents must be submitted to
United for review.

F. All fees collected by the branch on behalf of United must be
immediately forwarded to United, or deposited in United's local
account.

5
<PAGE> 7

G. United must approve in wilting all fees, including but not limited
to application fees and points charged by the branch.

H. United reserves the right to alter any arrangements herein to comply
with state banking law and regulations. Any such changes will be
presented to the branch and the branch will be required to conform
to such law or regulations as interpreted by United's counsel.

I. The Management Company will be required to purchase or lease
adequate equipment and computer software as required by United to
fulfill management company's responsibilities under this agreement.

11. TERMINATION

A. Without Cause. Either party may terminate this Agreement upon 30
days advance written notice to the other party. Upon termination of
this Agreement, all loan applications originated by the branch that
are in process at the time of the termination shall remain the
property of United and will continue to be processed by the branch
for the benefit of United. Upon closing of such loans, the branch
will receive compensation for such loans in conformity with this
Agreement's compensation clause.

B. For Cause. United may immediately terminate this Agreement for cause
without notice. In such case, the District Branch Manager shall
forfeit all rights to continue processing pending loan applications
or receive compensation on such loan applications.

Cause shall be limited to the instances wherein:

A. District Branch Manager has participated in the fraudulent
origination of branch office loans.

B. District Branch Manager has embezzled United funds or engaged in
other criminal activity affecting United or failed to remit funds to
United on a timely basis.

C. Branch Office shall incur cash flow losses amounting to $1,000.00.

D. District Branch Manager has revealed contents of this Agreement
without United's permission.

E. District Branch Manager fails to comply with specific instruction
from the management of and/or specific procedures of United
concerning conduct of business or fails to comply with requirements
of federal and state regulations in conducting business, or engages
in conduct which United determines, in its sole discretion, to be
negligent, improper or deleterious to the reputation of United.

6
<PAGE> 8

F. District Branch fails to originate originate _____________________
/month by _____________, or fails to originate ________________ for
_________ consecutive months.

G. District Branch fails to maintain adequate records as required by
United; fails to provide periodic reports as required by United;
fails to allow access to United to inspect the records of the
branch.

H. District Branch deals with any lending source other than United
without express written consent of United.

I. District Branch Manager fails to devote _________ hours/week in
pursuit of the business of the company or engages in any activities
inconsistent with the objectives and business of the company.

J. District Branch Manager has supplied false information to United in
this agreement or any written communications with United. United
will have sole discretion to determine whether such information is
false and will not be required in any court to prove that United
relied on such false information prior to terminating this
agreement.

In the event of cancellation for cause, all rights to continued
compensation from United shall cease immediately.

12. REPRESENTATIONS AND WARRANTIES OF THE DISTRICT BRANCH MANAGER

The District Branch Manager represents and warrants to the company that
(i) he is under no contractual or other restriction or obligation which is
inconsistent with the execution of this agreement, the performance of his
duties hereunder, or the other rights of the company hereunder or, if
presently operating as a licensed or registered mortgage broker he shall
place such license in suspense to enable him to comply with this
provision, and (ii) he is under no physical or mental disability which
would hinder the performance of his duties under this agreement, (iii) he
has been originating mortgage loans for years, (iv) he is familiar with
FNMA and FHLMC residential mortgage underwriting guidelines, (v) he has
been operating for __________ years as alicensed/registered mortgage
broker by the name of______________________________ in the state of
_______; annual closed loans for the past three (3) years, have averaged
______________/year, there are no complaints currently pending with the
Banking Department against this company, nor have there been any
complaints filed against him during the past three (3) years, nor
judgements recorded against him (either in the form in which he is now
conducting business or any predecessor company) during the previous three
(3) year period.

7
<PAGE> 9

13. DEATH

If the District Branch Manager dies during the employment term, the
District Branch Manager's estate shall be paid any sums earned pursuant to
paragraph 3 above through the date of his death, plus servicing fees
earned pursuant thereto for a period of 12 months.

14. DISABILITY

In the event the District Branch Manager during the employment term shall
become so physically or mentally disabled that he is not able to fully
discharge his duties under this agreement for a period of thirty (30)
continuous days or 30 days in any 45-day period (the existence of such a
disability to be determined by a qualified physician selected by United),
United shall have the right to terminate the District Branch Manager's
employment under this section 12, the District Branch Manager (or his
legal representative, as the case may be) shall be paid sums earned
pursuant to paragraph 3 above through the disability date, plus servicing
fees earned pursuant thereto for a period of 12 months.

15. CONFIDENTIAL INFORMATION

The District Branch Manager recognizes and acknowledges that there may be
made available to him confidential information relating to the company and
its affiliates, including but not limited to, customer lists, computer
programs and procedures ("confidential information"). The District Branch
Manager further recognizes and acknowledges that this confidential
information as it may exist from time to time is a valuable, special and
unique asset of the company's business. The District Branch Manager will
not, during or after the employment term, disclose any confidential
information to any person, firm, corporation, association or other entity
for any reason or purpose whatsoever. In the event of a breach or
threatened breach by the District Branch Manager of the provisions of this
section 14, the company shall be entitled to monetary damages and an
injunction restraining him from so disclosing any such confidential
information, in addition to any other remedies available in law or equity.

16. MEDICAL EXAMINATION

If requested by the company, the District Branch Manager shall submit to
such physical examinations and otherwise take such actions and execute and
deliver such documents as may be reasonably necessary to enable the
company, at its expense and for its own benefit, to verify physical
condition, or otherwise.

17. NOTICES

Any notice given pursuant to or in connection with this agreement shall be
sufficient if in writing and sent by Registered or Certified Mail, Return
Receipt Requested, to his residence in the case of the District Branch
Manager, or, in the case of the company, to its main offices.

8
<PAGE> 10

18. ASSIGNMENT

The District Branch Manager recognizes and acknowledges that the services
to be rendered by him hereunder are unique and personal. Accordingly, the
District Branch Manager may not assign any of his rights or delegate any
of his responsibility under this agreement. The rights and obligations of
the company under this agreement shall inure to the benefit of and shall
be binding upon its successors and assigns.

19. LIMITATION OF SCOPE

If any portion or provision of this agreement shall be deemed to be
invalid or unenforceable by reason of its being over broad in scope of
time or geographic applicability, such portion shall be deemed
automatically revised to such scope or geographic application, as the case
may be, as will render such portion or provision of this agreement valid
and enforceable under the laws in effect at that time.

20. SEVERABILITY

Subject to the provisions of section 18 hereof, in the event any provision
of this agreement or any portion thereof shall be deemed invalid or
unenforceable for any reason, that portion or provision shall be deemed
excised from its agreement and this agreement shall be governed,
interpreted and enforced in all respects as if such invalid or
unenforceable provision were originally omitted from this agreement.

21. WAIVER

The waiver of any party of a breach of any provision of this agreement
shall not operate as or be construed as a waiver of any subsequent breach.

22. GOVERNING LAW

This agreement, and the rights and obligations of the parties hereto,
shall be construed in accordance with and be governed by the laws of the
State of New York, without giving effect to any conflict of laws or choice
of law rules.

23. VENUE

The Venue for any legal proceeding will be where the main office of United
National Mortgage, LLC is located at the time of the breach of contract or
other court action instituted.

9
<PAGE> 11

24. COSTS OF SUIT

The Costs of any court or arbitrators action, including legal fees, costs,
disbursements and interests payable at a rate of 1.5% per annum or 18% per
year, payable from the date of award or judgement, will be paid by the
losing party in an action as is determined by the court or the arbitrator
after the cases termination.

25. STATUTE OF LIMITATIONS

The statute of limitations to bring any legal action under this contract
will be one (1) year from the date the action accrued.

26. ARBITRATION

Any controversy or claim arising out of' or relating to this contract, or
the breach thereof, shall be settled by arbitration in accordance with the
Rules of the American Arbitration Association, and judgement upon the
award rendered by the Arbitrator(s) may be entered in any New York court
having jurisdiction thereof or a court where the headquarters of United
National Mortgage, LLC exists.

27. COUNTERPARTS

This agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed to be an original, and it shall not be
necessary in making proof of this agreement to produce or account for more
than one such counterpart.

28. HEADINGS

The descriptive headings used in this agreement are for purposes of
convenience only and do not constitute a part of this agreement.

29. GENDER

The use of words such as "his" or "he" or any other similar references are
used for purposes of simplifying the writing, and are intended to apply
equally for female District Branch Managers.

10
<PAGE> 12

30. ENTIRE AGREEMENT

Each party hereto acknowledges that he has read this agreement and the
management company and compensation addendum's, which are made a part
hereof, understands it, and agrees to be bound by its terms, and further
acknowledges and agrees that it is the complete and exclusive statement of
the agreement and understanding of the parties regarding the subject
matter hereof, which supersedes and merges all prior proposals, agreements
and understandings, oral and written, relating to the subject matter
hereof. In the event of any conflict between this agreement and the terms
of any of employers' employment policies, manuals, or other statements
regarding employment generally, now existing or hereafter promulgated, the
terms of this agreement shall control. This agreement may not be changed
orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or
discharge is sought.

In witness whereof, the parties have executed this agreement as of the date
first above written.

UNITED NATIONAL MORTGAGE, LLC

By: By:
---------------------------- --------------------------------

---------------------------- --------------------------------

11
<PAGE> 13

SCHEDULE A
ADDENDUM TO CONTRACT
FEES CHARGED TO BRANCH AND MINIMUM GROSS
INCOME

The following are as of July 28, 1999 and subject to change with 30 days notice
to the Branch.

<TABLE>
<S> <C> <C>
Processing Fee Loans that Close $250.00
(charged on loans that are processed
by United and not processes, or
inadequately processed by the Branch)
Loans that do not Close $125.00
</TABLE>

Minimum Total Income on Loans before Branch/United split

<TABLE>
<S> <C>
Conforming 1 1/2 points
Non-Conforming and Government 3 points
</TABLE>

08/99

<PAGE> 1

EXHIBIT 21.1

SUBSIDIARIES OF PREMIER MORTGAGE RESOURCES, INC.

<PAGE> 2

-------------------------

Premier Mortgage
Resources, Inc.

-------------------------
|
|
|
|
-----------------------------

United National, Inc.

-----------------------------
|
|
|
----------------------

United National
Mortgage, Inc.

----------------------

Currently, United National, Inc. owns only 1% of United National Mortgage,
LLC; however, upon approval of a change in control by New York State Department
of Banking, the remaining 99% interest currently held by Donald Wilen will be
transferred to United National, Inc. without further notice.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF AUDITORS.

<PAGE> 2

[LOGO]

[Letterhead of Massella, Tomaro & Co., LLP]

Certified Public Accountants & Consultants

Premier Mortgage Resources, Inc
280 Windsor Highway
New Windsor, NY 12553

We hereby consent to the use in the Form 10-SB Registration Statement of Premier
Mortgage Resources, Inc our report dated August 13, 1999 relating to the
financial statements of Premier Mortgage Resources, Inc incorporated in such
Form 10-SB Registration Statement.

/s/ Massella, Tomaro & Co., LLP

Massella, Tomaro & Co., LLP
Jericho, New York
November 1, 1999

<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 SEP-30-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 SEP-30-1999
<CASH> 2,053 729
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 2,053 729
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 2,179,295 2,795,014
<CURRENT-LIABILITIES> 200,736 169,320
<BONDS> 0 0
0 0
0 0
<COMMON> 1,063 3,253
<OTHER-SE> 1,977,496 2,622,441
<TOTAL-LIABILITY-AND-EQUITY> 2,179,295 2,795,014
<SALES> 121,210 197,040
<TOTAL-REVENUES> 121,210 197,040
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 220,592 333,465
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 34,233 7,800
<INCOME-PRETAX> (133,615) (144,225)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (133,615) (144,225)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (133,615) (144,225)
<EPS-BASIC> (.16) (.07)
<EPS-DILUTED> (.16) (.07)

</TABLE>