Exhibit 10.11

                                    AMENDMENT
                                       TO
                                MASTER AGREEMENT
                       FOR SALE AND PURCHASE OF MORTGAGES


         This amendment is entered into by and between Bay Financial Savings
Bank, F.S.B. ("Buyer") and Westmark Mortgage Corporation ("Seller") on the 12th
day of February, 1999. The parties mutually agree to amend that certain Master
Agreement for Sale and Purchase of Mortgages entered into by and between the
parties hereto as follows:

1.       V, (B), 1: The second sentence is hereby amended to read as follows:
                  "The Seller has not sold, assigned or otherwise transferred
                  any right or interest in or to the loan and has not pledged
                  the loan as collateral for any loan or obligation of Seller or
                  other purpose, save and except for any right, interest or
                  claim of Seller's warehouse lenders."

2.       V, 03), 14, 22 and 23: Each are hereby amended and modified to limit
         the representations and warranties contained in paragraphs 14, 2:2 and
         :23 "to Seller's knowledge."

3.       V, (B), 21 and VI (G): Each are hereby amended to increase the
         appraisal discrepancy from 9%.

4.       VI: "Breach of Representations and Warranties" is hereby amended and
         modified to provide Seller with the right to cure the breach of any
         representation or warranty contained in V, (B), 1, 5,6, 7, 9, 10, 11,
         12, 13, 15, 18, 24, and 25, within thirty (30) days from the date
         notice to cure is received by Seller.

5.       VIII: "Identification" is hereby amended to read "Indemnification."

6.       Except as hereinabove amended or modified, said Master Agreement for
         Sale and Purchase of Mortgages shall continue in full force and effect.

BAY FINANCIAL SAVINGS BANK, F.S.B.          WESTMARK MORTGAGE CORPORATION


By:                                        By: /s/ Payton Story, III
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Its:                                       Its:  President
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