Exhibit 10.4

                            WAREHOUSE LOAN AGREEMENT

I.       THIS WAREHOUSE LOAN AGREEMENT ('This Agreement") is made and entered
into in the State of Ohio by and between First Chesapeake Funding Corporation, a
corporation organized and existing under the laws of the State of Virginia
(herein Called "Borrower"), and The Provident BW, an Ohio banking corporation
(herein called Mender"), for and in consideration of TEN DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged.

II.      This Agreement, under which from rime to time Borrower my request
Lender to fund and Lender may agree to fund, pursuant to the terms of this
Agreement, certain loans evidenced by promissory notes and secured by mortgages,
deeds of trust, or deeds to secure debt conveying interests in real estate
(collectively such documents and low referred to as "Mortgages" and,
individually, "mortgage") shall be subject to the warranties, representations
and agreements set forth herein. Provided, however, Lender shall be under no
obligation to fund any Mortgage unless Leader notifies Borrower, in writing, of
its intent to fund an individual Mortgage,

III.     Borrower represents and warrants to Lender as follows:

A.       Borrower is a corporation  duly  organized,  validly  existing and in
good standing  under the laws of the State of

B.       The execution, delivery and performance of this Agreement has been duly
authorized by Borrower and all corporate proceedings necessary to consummate all
the transactions contemplated by this Agreement have been taken by Borrower.

C.       Borrower is fully licensed, qualified to do business, and in good
standing in each state in Which it does business and in which is located the
real property securing any Mortgage offered by Borrower to Lender hereunder.

D.       The execution and delivery of this Agreement and sale of any and all
Mortgages hereunder are not and will not be a breach, violation or event of
default (or an event which would become an event of default with the lapse of
time or notice or both) under any judgment, decree, note, agreement, indenture
or other instrument to which Borrower is a party or otherwise subject.

E.       Neither the making of a Mortgage nor the consummation of the
transactions contemplated by th1s Agreement will result in a violation or
infraction by Borrower of any applicable federal, state or local law, rule or
regulation.

F.       Upon execution and delivery of this Agreement, it shall be a valid and
binding obligation of Borrower, enforceable in accordance with its terms.

G.       As of the date of this Agreement, there is no pending or threatened
litigation, adverse claim or action, of any kind or nature against Borrower.
Borrower agrees to promptly notify Lender of the subsequent existence of any
such pending or threatened litigation, adverse claim or action.

H.       Each Mortgage funded by Lender hereunder shall constitute a valid,
genuine and enforceable first or second lien against the real property conveyed
thereunder, will have been duly executed, acknowledged and filed for recording
Or recorded prior to the date of sale to Lender, will not be in default, and is
and will continue to be free from all claims, defenses, setoffs, and
counterclaims. The property that is the subject of a Mortgage shall not be
damaged by fire, wind or other cause or loss and there shall not be any
condemnation proceedings pending. To the best knowledge of

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I.       Borrower, no improvement on any property that is the subject of a
Mortgage is in violation of any applicable zoning law or regulation, Borrower
has the sole, fall and complete title to each Mortgage and each instrument and
document relating thereto, which Mortgage and any other interest conveyed by
Borrower to Lender shall be free and clear of all claims of any other person or
entity, and Borrower, as may be required, has full power and authority to sell,
transfer and assign the same on the terms herein set forth; and there has been
no assignment, sale or hypothecation thereof by Borrower.

J.       The full principal amount of the Mortgage has been advanced to the
mortgagor, either by payment made directly to the mortgagor or by payment made
on mortgagor's request or approval; the original unpaid balance outstanding
under the Mortgage is as stated in the applicable loan documents; all costs,
fees and expenses incurred in making, closing and recording the Mortgage have
been paid; neither the mortgaged property, nor any portion thereof, has been
released from the Mortgage; the terms of the Mortgage have in no way been
changed, amended or modified; and the Mortgage is current and not in default.

K.       All signatures, names and addresses, amounts and other statements of
fact, including descriptions of the property, appearing on the credit
application and other related documents relating to each Mortgage are true and
correct and the mortgagor named thereon were, as of the date of each such
document upon which signatures appear, of majority age, and had the legal
capacity to enter into the Mortgage. Neither this Agreement nor any statement,
report or other document furnished or to be furnished pursuant to this Agreement
or in connection with the Mortgage transactions contemplated hereby, whether
originating with the Borrower or any other party, contains any untrue statement
of fact or omits to state a fact necessary to make the statements contained
therein misleading.  Borrower has reviewed, and will review, all of the Mortgage
documents, and all the related documents thereto, and has made, and will make,
such inquiries as it deems necessary to make and confirm the accuracy of the
representations set forth herein and throughout this Agreement.

L.       Borrower will have paid or caused to be paid when due any and all
applicable taxes or fees to any governmental entity arising out of the making,
acquisition, collection, holding or assignment of such Mortgage or the
underlying property (except taxes measured by Lender's net income). Borrower has
not dealt with any broker or agent or other person who might bc entitled to a
fee, commission or compensation in connection with a Mortgage, or the sale of a
Mortgage to Under, other than as previously disclosed w Leader in writing.

M.       Each Mortgage which Borrower warrants is insured by a private mortgage
insurance company shall be so insured.

N.       If required by Lender pursuant to the warehouse program Borrower
operates under with Lender, Borrower shall provide evidence satisfactory to
Lender that each Mortgage has been pre-approved by a third parry investor (each
such investor shall herein be called a "Third Party Investor") and that all such
terms and conditions required by any such Third Party Investor to be performed
or met by Borrower or any other party have been met prior to the closing of each
such Mortgage.

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O.       All Mortgages, and Borrower's activities related thereto, shall comply
with all applicable federal and state laws and regulations including, but not
limited to, the Equal Credit Opportunity Act, the Real Estate Settlement
Procedures Act, the Federal Fair Housing Act, the National Flood Insurance Act.
the Truth-In-Lending Act and the Fair Credit Reporting Act.

P.       Each Mortgage funded by Lender hereunder shall be accompanied by all
documentation required under all applicable federal and state laws and
regulations regarding loans funded or purchased by insured financial
institutions. Borrower knows of nothing involving the Mortgage, the real
property secured thereby, the mortgagor or the mortgagor's credit standing that
can reasonably be expected to came the Mortgage to become delinquent or
adversely affect the Mortgage's value or marketability.

Q.       Each Mortgage and note conveyed shall have been closed by an attorney
or title agency or title company who is an approved agent of an American Land
Title Association Company ("ALTA").

R.       Borrower has previously furnished Lender with copies of its respective
financial statements (the "Financial Statements"). Borrower represents and
warrants that the Financial Statements were prepared in accordance with
generally accepted accounting principles and accurately portray Borrower's
financial condition as of the date of this Agreement. Borrower will within
thirty (30) days of the conclusion of each of its fiscal quarters furnish Lender
with a copy of its quarterly financial statements. Borrower will within
seventy-five (75) days of the conclusion of its fiscal year furnish Lender with
a copy of its annual financial statements. Such annual financial statements will
be certified or audited by independent public accountants, will conform with
generally accepted accounting standards and will be furnished directly to Lender
by Borrower's independent public accountants.

S.       Borrower agrees to notify Leader in writing within fifteen (15)
calendar days of any proposed change of control in the ownership of its capital
stock or any  proposed, or completed, change in the executive management of
Borrower, including, but not limited to, any management change in the offices of
president, vice-president, or any change in the management of Borrower's
underwriting department, Borrower further agrees to notify Lender in writing at
least thirty (30) days in advance of any change in location of its principal
place of business or of any proposed change in the name of Borrower or the
opening or closing of any office.

All the warranties and representations of Borrower contained herein shall be
deemed to be material to Lender and to have been relied upon by Lender and shall
continue throughout the term of this Agreement and shall survive this Agreement.

IV.      Borrower agrees to do all acts necessary to perfect title to the
Mortgages, and shall deliver to Lender with respect to the funding of each
Mortgage the following documents, all subject to the approval of Lender as to
proper form and execution:

A.       The original Mortgage note properly endorsed in blank by Borrower.
Borrower hereby makes and appoints any officer or employee of Lender as
Borrower's true and lawful attorney-in-fact to: (i) endorse each original
Mortgage note to the respective Third Party Investor that provides the funds to
Leader to fund the Mortgage pursuant to Section V. below, or (ii) endorse any
such original Mortgage note to Lender should Borrower, or a Third Party
Investor, default in its funding or take-out obligations hereunder, or (iii) do
and perform every act as Lender may request to be done to put Lender, or its
assigns, in position to enforce the payment of any Mortgage, or (iiii) to
prosecute any and all choses in action or claims as assigned in Section XI in
the name of the Borrower.  Borrower hereby agrees to cooperate with Lender to
execute, create or assign any and all documents necessary for the prosecution.
of any such claims, without limitation and in the name of the Borrower as Lender
may request.

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Contemporaneously with the execution of this agreement, Borrower shall execute
and deliver to Lender recordable Powers of Attorney for each state or
jurisdiction in which Borrower does business for the purposes listed herein,

B.       A certified copy of the original Mortgage, Deed of Trust, or Deed to
Secure Debt accompanied by those documents and instruments necessary to record
and perfect ownership.

C.       A mortgagee title insurance policy or commitment in an amount equal w
the note and mortgage, on a current ALTA form or other generally accepted form,
with any and all exceptions set forth therein being subject to the approval of
Lender, insuring Borrower and its successors and assigns, a first and best lien
on the Mortgage property, save permitted exceptions. The title policy may insure
a second and best lien, save permitted exceptions, when approved by Me Lender.

D.       A copy of a survey of the real Property securing each Mortgage note,
identifying the property by name, address and legal description.

E.       Copies of hazard and casualty insurance replacement policies meeting
standard specifications and providing fire and extended coverages for an amount
at least equal to the outstanding amount of the Mortgage, unless prohibited by
state law.

F.       A complete copy of the loan application package for each Mortgage
meeting normal current market/investor conditions as required by the commitment
letter described below.

G.       A copy of the appraisal of the real estate securing each Mortgage note,
which appraisal shall meet requirements established by the Federal Deposit
Insurance Corporation, applicable state laws and regulations, and the Lender.

H.       Insured closing letter issued by an ALTA approved insurance company
satisfactory to Lender, insuring the closing agent selected and approved in
accordance with section III.Q. hereof. Such insured closing letter shall insure
acts and omissions, and contain only those exclusions from coverage as Lender
may deem appropriate. Borrower also acknowledges that Leader may seek coverage
from such ALTA approved insurance companies in its own name for the same acts or
omissions of any such approved closing agents,

I.       An original Transfer and Assignment with respect to each Mortgage
executed by Borrower in favor of Lender in recordable form to be recorded at The
sole option of Leader.

J.       A copy of the Third Party Investor commitment letter, Or letter of
predelegated authority acceptable to Lender, or Borrower's underwriting
approval, as applicable.

K,       A copy of the closing instructions from Borrower and/or Third Party
Investor on behalf of Borrower, as applicable. Borrower shall so instruct, for
each and every closing, that the original note and entire security package shall
be delivered directly to Lender within 24 hours after disbursement of the loan
proceeds. Borrower shall not handle or possess the original note and security
package, or otherwise give any instructions inconsistent herewith. Borrower also
acknowledges that Lender may issue closing instructions, either directly or by a
master instruction, either directly to each approved attorney or closing agent
or to the insurance company, containing the directions to deliver the original
note and security package directly to the Lender and will not give any
instruction in conflict with such instruction.

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L.       Copy of the Mortgage payment notification or transfer of servicing
notification.

M.       Such other instruments, documents, Or assurances that, in the sole
discretion of Lender.. may be required by Lender to more effectively confirm,
secure or evidence The obligations of Borrower hereunder.

V.       The procedures for the handling and funding of each Mortgage are as
follows:

A.       Upon the funding of each Mortgage by Lender, as described in Section
V.B. below, Borrower shall pay to Lender a handling fee on each Mortgage funded
by Lender as set forth on the Cost and Fee Schedule, attached hereto as Schedule
A (the "Handling Fee"). from and after the date of such funding through the date
The respective Third Party Investor delivers a funds to Lender, on behalf of
Borrower, required to purchase such Mortgage, Borrower shall pay interest on the
amount funded by Lender at a per annum rate as set forth on Schedule A, adjusted
for product type, and adjusted daily. Unless otherwise agreed in writing by and
between the parties hereto, Borrower shall pay to Lender all accrued interest on
the amount so funded no later than the number of days set forth on the attached
Schedule A allowed for that particular type of loan under the heading "Days
Allowed for Purchase by Third Party Investor. "

B.       After approval by Lender and the respective Third Party Investor of
each Mortgage submitted to Lender far funding, each such Mortgage shall be
closed by an attorney or closing agent selected by Borrower and approved by
Lender, Subsequent to such approvals being obtained by Borrower, and after
Borrower provides notice of such closing to Lender, which notice shall be given
not less than twenty-four (24) hours prior to closing, Lender shall provide
closing funds (the "Closing Funds") as provided below-

         (a)   Lender shall deposit the closing Funds in a trust account with
               Lender or an attorney's or closing agent's trust account at a
               bank other than Lender (upon payment of a processing fee subject
               to increase as set forth in Schedule A) in the name of the
               closing attorney or closing agent upon receiving notice from the
               attorney or closing agent that all closing documents, as required
               herein, have been prepared and the Mortgage will be closed within
               one business day; and

         (b)   The Closing Funds shall equal the face amount of the promissory
               note executed by such mortgagor.

C.       At closing and contemporaneously with the funding of each Mortgage
hereunder, Borrower shall endorse the note in blank to Lender and execute the
transfer and assignment described in Section IV hereof. Lender, upon receipt of
notice from Borrower and Borrower's satisfaction of its obligations under this
Agreement, and further provided that Borrower is not in default under the tem of
this Agreement or under The terms of any other agreement with the Lender, shall
endorse and deliver said note to the appropriate Third Party Investor.

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Borrower hereby agrees cause to be delivered or to deliver such original note to
arrive the next business day after closing by express courier to Lender as
directed, and shall not take possession of the original note, or to the Third
Party Investor with instructions to such investor to hold such note in trust for
Lender until fall payment for such Mortgage has been received by Lender. Lender
reserves ft option, at its sale and absolute discretion, to require a bail
agreement from each Third Party Investor whereby such investors agree to hold
all notes, assignments and Mortgage documents presented thereto in trust and
Belmont for Lender until full payment is made therefor, and Borrower hereby
agrees to assist Lender in obtaining bailee agreements from such Third Party
Investor. Funding by the Third Party Investor which has pre-approved each such
Mortgage will be made to Under by wire transfer or delivery of a certified check
to Lender at the time that such investor purchases each such Mortgage. Upon
receipt of funds, and the satisfaction of all Borrower's obligations to Lender,
Lender shall remit any surplus to Borrower.

D.       Borrower shall maintain with Lender a demand deposit account (The
"Operating Account") for the purpose of effecting debit and credit adjustments
hereunder between the parties. In the case of each Mortgage funded by Lender,
Lender may deduct from the balance contained in the Operating Account the
handling fee described in Section V.A. hereof and the amount of interest due
from Lender as also set forth in Section V.A. hereof, as well as the wire fee
(if any) described in Schedule A attached hereto. After funding of each Mortgage
by the Third Party Investor thereof, Lender shall remit the surplus (if any)
with

E.       respect to such Mortgage as described in Section V.C. by depositing the
amount of such surplus into the Operating Account. Lender's determination of the
amount of each such adjustment to be debited or credited to the Operating
Account shall be conclusive, absent manifest error. Borrower agrees to maintain
the Operating Account with deposits sufficient, in the reasonable discretion of
Leader, to cover the amounts of such adjustments.

F.       In the event a mortgage has been purchased by a Third Party Investor
and the funds for that purchase have been settled. Borrower may request a return
of settled funds to the Third Party Investor, in writing giving specific
directions for the return. Lender will not honor requests of the Third Party
Investor without the written consent of the Borrower. Before the funds are
returned, Lender must receive from the Third Party Investor the original
documents, the loan must be again approved by underwriting and Lender will
charge the same fees as if a new loan to be placed on the Line of Credit.

VI.      Promptly upon demand of Lender, Borrower shall repurchase at the
Repurchase Price (as hereinafter defined), without recourse, any Mortgage with
respect to which, either:

A.       Any  representation  or warranty of Borrower  contained  in this
Agreement  shall prove at any time to be incorrect in any material respect; or

B.       Any contention shall have been raised by mortgagor, or on behalf of
mortgagor or a Third Party Investor, that there has been a violation of, or
failure to comply with, any federal or state law or regulation which would give
rise to a right of a mortgagor to refuse further payment of a Mortgage and/or
seek a refund of amounts previously paid and/or claim a penalty or additional
rescission rights of any kind or nature; or

C.       The respective Third Party Investor has not purchased the Mortgage in
accordance with its commitment letter, as provided in Section IV.J. hereof,
within the required number of days (as set forth on Schedule A for the
applicable product type) after Lender has funded such Mortgage.

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VII.     Borrower agrees to fulfill its obligation to repurchase any loan
described above in Section VI hereof by paying to Lender the Repurchase Price,
which shall equal The total unpaid balance thereof, including principal, earned
interest, and accrued charges, fees and penalties plus all costs and expense,
including without limitation, reasonable attorney's fees and expenses, and
collection, Mortgage foreclosure and sales expenses, if any, theretofore
incurred by Lender in enforcing its rights in such Mortgage or in enforcing its
rights pursuant to this Agreement. Lender's prior knowledge of any breach by
Borrower of any of the foregoing prior to or at the time of funding. or any time
thereafter, or any delay by Lender in making demand hereunder, shall neither
impair Borrower's obligation hereunder nor constitute a waiver of Lender's
rights hereunder.

VIII.    Upon receipt of such Repurchase Price from Borrower pursuant to Section
VII hereof, Lender shall transfer to Borrower the Note, Mortgage and Lender's
right, title and interest in the Mortgage property described therein by separate
written endorsements and assignments, if necessary, which shall be without
recourse to Lender and without any warranties. expressed or implied. Until such
time as Lender has received such Repurchase Price in full, Lender may continue
to liquidate the Mortgage, and Borrower shall remain liable for any deficiency,
including all of Lender's expenses.

IX.      Borrower hereby unconditionally guarantees to Lender the full and
prompt payment of any and all sums due under each and every promissory note in
connection with a Mortgage, together with any interest, costs, reasonable legal
fees, or charges incurred by Lender to collect any monies or indebtedness owed
to Lender pursuant to a Mortgage. Borrower does hereby agree that if any
mortgagor, pursuant to a Mortgage note, fails to perform any of its obligations
under such Mortgage note in accordance with its terms, or if any and all sum
which are now or may hereafter become due from mortgagor under a Mortgage note
are not paid by such mortgagor in accordance with the terms of the Mortgage
note, Borrower will immediately make such payments to Lender or complete and
remedy any failure to perform by the mortgagor. The liability of Borrower under
this guaranty shall be direct and immediate and not conditional or contingent
upon the pursuit of any remedies against the mortgagor under a Mortgage note, or
any other person. Borrower waives any right to require that an action be brought
against the mortgagor under a Mortgage note. This guaranty shall be binding upon
Borrower and its successors, successors-in-title, legal representatives and
assigns and shall inure only to the benefit of Lender, its successors and
assigns, but shall not be binding upon Borrower to any Third Party Investor upon
a usual and ordinary transfer of the Mortgage note by Lender as contemplated by
this Agreement.

X.       Lender may, at any rime and with no prior notice to Borrower, terminate
this Agreement as to Mortgages being funded, demand Borrower to immediately
remove or repurchase any and all loans then on the line and deduct all fees,
charges, interest or loan principal amounts from the Operating Account, as
established by Item V (D) herein, and demand any and all deficiencies or amounts
owing be immediately due and payable, if:

A.       Borrower, in the sole discretion of Leader, fails to perform its
obligations hereunder; or

B.       Borrower becomes insolvent or bankrupt or is placed under
conservatorship or receivership; or

A.       Borrower  assigns or attempts to assign its rights and obligations
hereunder,  without written consent of Lender; or

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D.       Lender, in its sole opinion, determines that it Is in Lender's best
interest to terminate this Agreement.

Borrower may terminate this Agreement as to the future acceptance of Mortgages
by giving thirty (30) days prior written notice to Lender. Any such termination
by Lender or Borrower shall not in any respect change or modify the obligations
of Borrower with respect to the Mortgages already accepted.

XI.      To secure all loans, advances and other amounts owing at any time under
this Agreement and all extensions, modifications and renewals thereof, Borrower
hereby pledges, assigns, transfers and grants a first perfected security
interest in the following described collateral to Lender (all of which is
sometimes collectively referred to herein. as the "Collateral"):

(a)      All of Borrower's right, title and interest in and to the promissory
         notes, mortgages, deeds of trust, deeds to secure debt, security
         agreements, title, hazard, mortgage and liability insurance policies,
         legal opinions, FHA insurance, VA guarantees, and all other rights,
         interest and documents given to or originated or procured by Borrower,
         or to which Borrower is entitled, in conjunction or connection with the
         purchase or making by Borrower of a Mortgage which from time to dine
         are delivered, or caused to be delivered, to Lender;

(b)      All now existing and hereafter arising rights to service, receive
         payment and fees, administer and collect Mortgages submitted to and
         held by or on behalf of Leader;

(c)      All now existing and hereafter arising accounts, impounds, deposits,
         guarantees, personal property, contract rights and general intangibles
         constituting or relating to any of the foregoing Collateral,

(d)      All now existing and hereafter acquired files, documents, instruments,
         surveys, certificates, correspondence, appraisals, computer programs,
         tapes, discs, cards, accounting records and other books, records,
         information and data of Borrower relating to the foregoing Collateral
         (including all information, records, dam, programs, tapes, discs, W
         cards necessary or helpful In the administration or servicing of the
         foregoing Collateral);

(e)      All rights of Borrower (but not its obligations) under all Third Party
         Investor purchase Commitments, take-outs, or pre-approvals, now
         existing or hereafter arising, covering any part of the foregoing
         Collateral, all rights to deliver Mortgages to Third Party Investors or
         other purchasers and all proceeds resulting from the disposition of
         such Collateral pursuant thereto;

(f)      The proceeds and products of the foregoing Collateral; and

(g)      All of Borrower's right, title and interest in and to all other
         collateral assigned to Lender.

Contemporaneously herewith, Borrower has delivered to and deposited with Lender
all promissory notes received or procured by it evidencing any and all Mortgages
(the 'Underlying Loan Notes"). Lender's security interests In a Mortgage and
servicing rights to a Mortgage shall terminate automatically upon the receipt by
Leader of the amount previously advanced to Borrower by Lender for such Mortgage
and the payment of accrued interest and all other fees attributable to that
advance; provided, however, that there has been no "Event of default as defia3ed
hereafter. Upon the request of Lender, Borrower shall execute any Amber document
or instrument requested by Leader to further evidence of effectuate Lender's
security interest and assignments set forth herein.

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A.       Borrower agrees with Lender that Borrower:

(a)      Will defend the Collateral against the claims and demands of all
         persons

(b)      Will maintain accurate books and records relating to the Collateral and
         will permit Lender and its agents to inspect the Collateral W such
         books and records of Borrower at all reasonable times and from time to
         time.

(c)      Will not permit any part of the Collateral or any of the records
         concerning same to be removed from the business locations of Borrower
         referred to previously within this Agreement without the prior written
         consent of Lender. As a condition To granting such consent, Lender may
         require trust receipts for such Collateral be given to Lender.

(d)      Will not: (i) permit any liens or security interests (other than
         Lender's security interest granted herein) to attach To any of the
         Collateral; (ii) permit any of the Collateral to be levied upon under
         any legal process; or (iii) di3pose of the Collateral, except for sales
         of Underlying Loan Notes and related documents to Third Party Investors
         in the ordinary course of Borrower's business.

(e)      Hereby irrevocably appoints Leader as Borrower's attorney-in-fact to do
         all acts and things which Lender may deem necessary by this Agreement
         and to protect the Collateral, including, but not limited to, the
         execution in Borrower's name as attorney-in-fact of UCC-1 Financing
         Statements covering the Collateral and filing and recording of same
         whatever Lender deems appropriate, with Borrower to reimburse Lender
         immediately for all filing and recording fees and taxes in connection
         therewith.

(f)      Will immediately deliver to and deposit with Under any and all
         additional and/or replacement Underlying Loan Notes received or
         procured by Borrower in conjunction with the purchase or making by it
         of a Mortgage.

(g)      Will deliver to Lender such other information concerning the Collateral
         as Lender may from time to time request.

(h)      Will repay the advances for each Mortgage and all other indebtedness
         and obligations of Borrower to Lender in accordance with their terms.

(i)      Will comply in all respects with this Agreement.

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XII.     Upon (i) the occurrence of any default in or breach of any covenant,
agreement, representation or warranty by Borrower under the provisions of this
Agreement, or any related document, or (ii) any default in the payment of
principal fees or interest by Borrower of a funding or advance by Lender
pursuant to a Mortgage or any other indebtedness of the Borrower to Lender (each
of which Is referred to herein as an "Event of Default"), then and in any of
such events, Lender shall have all rights and remedies in and against the
Collateral and otherwise of a secured party under the Uniform Commercial Code of
Ohio (and all such other states where any part of the Collateral may be located,
if applicable) or other applicable law and all rights provided in ibis Agreement
and in all other instruments securing or related to the liabilities or
obligations of Borrower to Lender, 0 of which rights and remedies shall, to the
full extend permitted by law, be cumulative, including, but not limited to, the
right of Lender to declare immediately due and payable, and forthwith collect,
any and all sums advanced to Borrower under this Agreement, or any other related
document, together with all unpaid interest accrued thereon and fees
outstanding. Further, at any time after the occurrence of any Event of Default,
Lender may transfer into its own name or that of its nominee, any or all of the
Collateral; and Lender may receive all payments made an the Underlying I= Notes
or any other Collateral; and 1=&r may receive all payments made on the
Underlying Loan Notes or any other Collateral, with or without transferring the
Collateral in its name or the name of its nominee; and Leader may Take
possession of (and Borrower agrees to deliver to Lender) all books, records and
other documents or instruments relating to The Collateral; and Leader may notify
and cause (and Borrower agrees to instruct and use its best efforts to cause)
all persons directly or contingently liable on the Underlying Loan Notes or
other Collateral to thereafter make all payments to Lender or its nominee; and
Lender may make or enter into any compromise or settlement it deems desirable in
its sole discretion with any obligor(s) of or on any of the Collateral, and may
extend the time for payment or otherwise modify or amend the terms and
conditions of any of the Underlying Loan Notes or other Collateral, but Lender
shall at no time be under any obligation or duty with respect to the protection,
preservation or servicing of the Collateral or enforcement of Borrower's rights
and liabilities thereunder while any of the Collateral or income on amounts
arising therefrom are in the actual possession of Lender. Further, Lender shall
have the right to sell the Collateral at public or private sale. Borrower will
pay Lender, as part of the indebtedness hereby secured, all amounts, including,
but not limited to, Lender's attorneys' fees permitted by applicable law, with
interest thereon at the rate provided in this Agreement, paid by Lender (i) for
taxes, levies, insurance and prior liens of the Collateral, and (ii) in Taking
possession of, disposing of, or preserving the Collateral.

The requirement of reasonable notice of the time and place of disposition of
Collateral by Lender shall be conclusively met if such notice is mailed, postage
prepaid, to Borrower's address specified in this Agreement at least Ten (10)
days before the taw of the sale or disposition. Lender may bid upon and purchase
any or all of The Collateral at any public sale thereof. Lender may dispose of
all or any part of the Collateral at one or more times and from time to Time and
in one or more lots or parcels, and upon such terms and conditions, including a
credit sale, as it determines in its sole discretion. Lender shall apply the net
proceeds of any such disposition of the Collateral or any par51 thereof, after
deducting all costs incurred in connection therewith, or incidental to the
holding, preparing fore sale, in whole or in part, of the Collateral, including
Lender's attorney fees, first to the repayment of the principal and interest
accrued under advances and fundings of Mortgages, and then to the other
liabilities and obligations or Borrower secured hereunder, and any remaining
proceeds shall be paid To Borrower or other party entitled thereto.

XIII.    If any Event of Default, or event, condition or Thing which
constitutes, or which, with a lapse of time or the giving of notice, or both,
would constitute an Event of Default, shall occur or begin to exist, Lender
shall have the right then, or at any Time thereafter during the continuance of
such event, condition or thing, unless remedied To the reasonable satisfaction
of lender, to set off against, and to appropriate and apply toward the payment
of, the indebtedness then owed by Borrower to Lender, as evidenced by the
aggregate advances and fundings of Mortgages, whether or not such indebtedness
shall have then matured or be due and payable and whether or not Lender has
declared this Agreement in default, any and all deposit balances and other sums
and indebtedness then held or owed by Lender to or for the credit and account of
Borrower, all without notice to or demand on Borrower or any other person, all
such notices and demands being hereby expressly waived.

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<PAGE>

XIV.     This Agreement secures all future advances that may be made at any time
to Lender w Borrower pursuant to this Agreement, There is included with the term
"collateral", as used herein, all other property and all interest therein of any
kind hereafter acquired by Borrower meeting or falling within the description of
the Collateral set forth above and also the proceeds and products thereof.

XV.      Borrower agrees to promptly indemnify Lender from and hold Lender
harmless against, and on demand by Leader, pay Lender for, any damages, losses,
costs, penalties, fines, legal fees and related com, judgments, and my other
costs and expenses resulting from or arising out of a breach of any
representation, warranty or obligation of Borrower contained in or made pursuant
to this Agreement or from any act or omission of Borrower under this Agreement,
or from any claim, demand, defense, or assertion against or involving Lender,
including without limitation. from Lender's assignee or transferee with respect
to any Mortgage, based on or grounded upon. or resulting from such breach or a
breach of any representation, warranty or obligation made by Lender in reliance
upon any representation, warranty or obligation made or undertaken by Borrower
contained in or pursuant to this Agreement. The obligations of Borrower under
this indemnification shall survive delivery and payment for any Mortgage and
Termination of this Agreement or the expiration hereof. Attorneys' fees and
disbursements incurred in enforcing, or on appeal from, a judgment pursuant
hereto shall be recoverable separately from and in addition to any other amount
included in such judgment, and this clause is intended to be severable from the
other provisions of this Agreement and to survive and not be merged into such
judgment,

XVI.     This Agreement shall be construed In accordance with the laws of the
State of Ohio except that the provisions of this Agreement with respect to
remedies regarding the Mortgages are intended to comply with the laws of the
jurisdiction where such Mortgages are recorded, and any provisions hereof, or of
the Mortgages, not so complying shall be deemed to be modified accordingly in
the manner and to the extent which shall best effect the intentions and purposes
reflected in and contemplated by this Agreement. The invalidity or
enforceability of any provision or provisions of the Mortgages or this Agreement
shall not affect the validity or enforceability of any other provisions thereof
and hereof.

XVII.    In the event of a dispute between the parties hereto, or their
successors, arising out of this Agreement, such dispute shall be sealed by
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrator
may be entered in any Court having jurisdiction thereof. Unless otherwise
required by said rules, the arbitration shall be conducted by a single
arbitrator who shall not be authorized to award punitive or exemplary damages to
either party. The arbitration shall be held in Cincinnati, Ohio. The award of
the arbitrator shall be final and binding. Each party shall bear its own
attorneys' fees associated with the arbitration and other costs and expenses of
the arbitration shall be born as provided by the rules of the American
Arbitration Association.

XVII.    This Agreement shall bind and benefit the respective successors and
assigns of Borrower and Lender. No other person or entity is intended to be
benefited hereby. Notwithstanding the foregoing, Borrower shall have no power or
right to assign this Agreement or any of its rights or obligations hereunder and
any attempt to do so without prior written consent of Lender, shall be voidable
by Lender at its option.

                                       11
<PAGE>

XIX.     All notices required or permitted to be given hereunder shall be given
in writing and sent by telecopier, personal delivery, express courier service,
or by registered or certified United States mail, return receipt requested,
Postage prepaid, addressed as follows (or to such other address as to which my
Party hereto shall have given the other written notice):

Borrower:         First Chesapeake Funding Corporation
                  8551 W. Sunrise Blvd,
                  Plantation, FL  33322
                  Attn: Les Salzman, President

Lender:           The Provident Bank
                  One East Fourth Street, Mail Stop 265D
                  Cincinnati, OH  45202
                  Attn: Ken Logan, Vice President

All notices hereunder shall be deemed given upon the earliest of (a) actual
delivery in person or by telecopier, (b) one business day after delivery to an
express courier service, or (c) three business days after having been deposited
in the United States mail, in accordance with the foregoing.

XX.      Lender's omission or delay to exercise any of its optimal or absolute
rights to remedy under this Agreement shall not constitute. a waiver by Lender,
nor operate to bar Lender from the exercise of any such rights. Any waiver by
Lender and any default shall not operate as a waiver of any other subsequent
default.  All rights and remedies provided to Lender herein are not exclusive of
any other remedies at law or equity, are cumulative and not alternative, and may
be exercised by Lender simultaneously or in such order as Lender deems to be in
its interest.

XXI.     This Agreement contains the entire agreement relative to the subject
matter hereof between the parties hereto, and cannot be modified in any respect
except by an amendment in writing signed by both parties. There are no unwritten
or oral agreements between the parties. This Agreement supersedes any and all
prior commitments, arrangements, representations, understandings and agreements
between the parties pertaining to the subject matter hereof.

XXIII.   This Agreement shall not be deemed to constitute Borrower and Lender as
partners or joint venturers, nor shall any party be deemed to designate the
other party as its agent. Lender does not assume any liability or incur any
obligations of Borrower by the execution of this Agreement. No payment or
consideration paid from Borrower to Lender shall be considered a fee paid for
the goodwill of Lender.

XXVI.    As may be applicable, should any Mortgage subsequently be purchased by
Lender from Borrower, Borrower agrees for the time period of thirty-six (36)
months beginning from the applicable settlement date, not to take any action to
directly solicit individual mortgagors in order to effect the refinancing of any
Mortgage previously purchased by Lender. In the event a mortgagee elects to
refinance with Borrower a Mortgage purchased by Lender from Borrower, and such
Mortgage is currently owned or serviced by Lender or Lender otherwise retains a
financial interest in the Mortgage, Lender will have the right of first refusal
on the purchasing of the refinancing.

XXV.     Time is of the essence under the terms of this Agreement.

IN WITNESS WHEREOF, each party has caused its corporate seal to be affixed
hereto and this instrument to be signed in its corporate name on its behalf by
its proper officials duly authorized.

                                       12
<PAGE>

This 15th day of March, 1999.
First Chesapeake Funding Corporation
------------------------------------
"Borrower"
By: /s/Lester W. Salzman
  ----------------------
Its: President
     ---------
THE PROVIDENT BANK                                       PRIORITY BANCORP, INC.
"Lender"                                                 "Administrator"
By: /s/                                                  By: /s/
  ----------                                               -----

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