VIRTUAL MORTGAGE NETWORK INC S-1/A

AMENDMENT #1 TO FORM S-1

FORM OF INDEMNITY AGREEMENT WITH DIRECTOR/OFFICER

INDEMNIFICATION AND PLEDGE AGREEMENT

FORM OF SECURITIES PLEDGE AGRMT W/ DIANNE DAVID

FORM OF SECURITIES PLEDGE AGRMT W/ MICHAEL BARRON

AMENDMENT TO 1ST AMENDED & RESTATED STOCK PURCHASE

UNSECURED PROMISSORY NOTE W/ ARTHUR SUTTER 12/19/97

UNSECURED PROMISSORY NOTE W/ ARTHUR SUTTER 12/15/97

NONCOMPETITION AGREEMENT - VIRTUAL & SUTTER

BRIDGE LOAN SECURITY AGREEMENT

PROMISSORY NOTE

COMMON STOCK PURCHASE WARRANT

COMMON STOCK WARRANT JULY 6, 1997

BRIDGE LOAN SECURITY AGREEMENT

PROMISSORY NOTE

COMMON STOCK PURCHASE WARRANT

MORTGAGE LOAN PURCHASE AGREEMENT DATED 6/3/94

6/26/95 AMENDMENT TO MORTGAGE LOAN PURCHASE AGRMT

SUPPLEMENTAL AGREEMENT DATED JUNE 3, 1994

6/26/95 AMENDMENT TO MORTGAGE LOAN CUSTODIAL AGRMT

REVOLVING CREDIT AND COLLATERAL AGREEMENT

CREDIT FACILITY AGREEMENT W/ IMPERIAL BANK 9/26/88

FORM OF $10,000,000 NOTE W/ IMPERIAL BANK

CREDIT AGREEMENT - IMPERIAL & SUTTER

REVOLVING CREDIT LETTER

FORM OF $150,000 NOTE W/ IMPERIAL BANK

PROMISSORY NOTE - IMPERIAL & SUTTER

AMENDMENT TO COMMITMENT LETTER DATED 2/10/97

AMENDMENT TO COMMITMENT LETTER DATED 12/1/96

WHOLE LOAN PURCHASE AND SALE AGREEMENT

MARKET-TO-MARKET AGREEMENT DATED 4/20/95

MASTER MORTGAGE LOAN PURCHASING AGREEMENT 10/7/92

COMMITMENT LETTER - DATED JULY 11, 1994

SERVICING AGREEMENT DATED 10/2/92

SECURITY AGREEMENT - SUTTER & FIRST COLLATERAL

BAILEE AGREEMENT AND AMENDMENT TO PURCHASE CONTRACT

COMMITMENT LETTER W/ FIRST COLLATERAL DATED 7/11/94

AMENDED COMMITMENT LETTER DATED 3/21/97

EMPLOYMENT AGREEMENT W/ JOHN D. MURRAY

EMPLOYMENT AGREEMENT W/ MICHAEL A. BARRON

BRIDGE LOAN - VIRTUAL AND KAY

$1,300,000 PROMISSORY NOTE DATED 12/19/1997

COMMON STOCK PURCHASE AGREEMENT DATED 12/19/97

STATEMENT OF COMPUTATIONS

LIST OF SUBSIDIARIES

CONSENT OF ARTHUR ANDERSEN

FINANCIAL DATA SCHEDULE