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                                                                    EXHIBIT 10.9

                           WHOLE SALE LOAN AGREEMENT

I.       THIS AGREEMENT ("This Agreement") is made and entered into in the State
         of Georgia by and between Credit Depot Corporation a corporation
         organized and existing under the laws of the State of Delaware (herein
         called "Seller"), and First Bankshares Mortgage and Investments, Inc.
         (herein called "Buyer"), 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 time to time Seller may offer to sell
         and Buyer may agree to buy from Seller certain loans evidenced by
         promissory notes and secured by deeds to secure debt conveying
         interests in real estate (collectively, "Mortgages" and, individually,
         "Mortgage") shall be subject to the warranties, representations and
         agreements set forth herein. Provided, however, Buyer shall be under no
         obligation to purchase any mortgage unless Buyer notifies Seller, in
         writing, of its intent to purchase an individual mortgage.

III.     Seller represents and warrants to buyer as follows:

         A.       Seller is a corporation duly organized, validly existing and
                  in good standing under the laws of the State of Delaware and
                  it possesses the requisite corporate authority to enter into
                  this Agreement and to consummate all the transactions
                  contemplated hereby.

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

         C.       Seller 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 and Mortgage
                  offered by Seller to Buyer 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 Seller is a party or otherwise
                  subject.

         E.       Neither the making of a Mortgage nor the consummation of the
                  transactions contemplated by this Agreement will result in a
                  violation or infraction by Seller 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 Seller, enforceable in
                  accordance with its terms.

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         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 Seller. Seller agrees to promptly notify Buyer
                  of the subsequent existence of any such pending or threatened
                  litigation, adverse claim or action.

         H.       Each Mortgage sold to Buyer 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 Buyer, and is and will continue
                  to be free from claims, defenses, setoffs, and counterclaims.

         I.       Seller has the sole, full and complete title to each Mortgage
                  and each instrument and document relating thereto, which
                  Mortgage and any other interest conveyed by Seller to Buyer
                  shall be free and clear of all claims of any other person or
                  entity, and Seller 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 Seller.

         J.       The full principal amount, less discount points, of the
                  Mortgages 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 principal
                  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, amount and other
                  statements of the 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 mortgagors 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.

         L.       Seller 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 Buyer's net income).

         M.       Each Mortgage which Seller wan-ants is insured by a private
                  mortgage insurance company shall be so insured.

         N.       Seller shall provide evidence satisfactory to Buyer that each
                  Mortgage has been preapproved by a third party investor (each
                  such investor shall herein be called a "Third Party Investor")
                  and that all such terms and conditions required by any such
                  Third


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                  Party Investor to be performed or met by Seller or any other
                  party have been met prior to the closing of each such
                  Mortgage.

         O.       All loan applications shall comply with all applicable federal
                  and state laws and regulations including, but not limited to,
                  the Equal Credit Opportunity Act, Real Estate Settlement
                  Procedures Act, Truth-In-Lending Act and Fair Credit Reporting
                  Act.

         P.       Each Mortgage sold hereunder shall be accompanied by all
                  documentation required under all applicable federal and state
                  laws and regulations regarding loans purchased by insured
                  financial institutions.

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

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

         All such warranties and representations shall continue throughout the
         term of this Agreement and shall survive this Agreement.

IV.      Seller agrees to do all acts necessary to perfect title to the
         Mortgages, and shall sell, assign, and deliver to Buyer with respect to
         the purchase of each Mortgage the following documents, all subject to
         the approval of Buyer as to proper form and execution:

         A.       The original Mortgage note properly endorsed by Seller to
                  Buyer.

         B.       A conformed copy of the original Deed to Secure Debt
                  accompanied by those documents and instruments necessary to
                  record and perfect ownership.

         C.       Mortgagee title insurance commitment policy (if applicable),
                  with any and all exceptions set forth therein being subject to
                  the approval of Buyer, and a proper assignment of such
                  commitment or policy in the event a Mortgage assignment is
                  being placed on record.


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         D.       Copy of Survey of the real property securing each such
                  Mortgage note, identifying such property by address and legal
                  description (if applicable).

         E.       Copies of Hazard insurance policies meeting standard
                  specifications.

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

         G.       Copy of Appraisal of the real estate securing each Mortgage
                  note, which appraisal shall meet requirements established by
                  the Federal Deposit Insurance Corporation, the Department of
                  Banking and Finance of the State of Georgia, and the Buyer.

         H.       Insured closing letter issued by an ALTA company insuring the
                  attorney(s) selected and approved in accordance with section
                  III.Q. hereof.

         I.       Transfer and Assignment with respect to each Mortgage executed
                  by Seller in favor of Buyer and in recordable form.

         J.       Transfer and Assignment of Mortgage from Buyer to Third Party
                  Investor.

         K.       Copy of Third Party Investor commitment letter or letter of
                  predelegated authority acceptable to Buyer.

         L.       Copy of closing instructions from Seller and/or Third Party
                  Investor on behalf of Seller, as applicable.

         M.       Copy of Mortgage payment notification or transfer of
                  servicing.

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

         A.       Upon the funding of each Mortgage by Buyer, as described in
                  Section V.B. below, Seller shall pay to Buyer a handling fee
                  on each Mortgage funded by Buyer 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 all funds to
                  Buyer, on behalf of Seller, required to purchase such
                  Mortgage, Seller shall pay interest on the amount funded by
                  Buyer at a per annum rate as set forth on Schedule A and
                  adjusted for product type, as shown in The Wall Street
                  Journal, adjusted daily. Unless otherwise agreed in writing by
                  and between the parties hereto, Seller shall pay all accrued
                  interest on the amount so funded on those dates which the
                  respective mortgagor is required, under said mortgagor's loan
                  documents to pay interest on such Mortgage to the holder
                  thereof.

         B.       After approval by Buyer and the respective Third Party
                  Investor of each Mortgage submitted to Buyer for funding, each
                  such Mortgage shall be closed by an attorney or





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                  attorneys at law selected by Seller and approved by Buyer,
                  which approval shall not be unreasonably withheld or denied,
                  in the name of Seller. Subsequent to such approvals being
                  obtained by Seller, and after Seller provides notice of such
                  closing to Buyer, which notice shall be given not less than
                  twenty-four (24) hours prior to closing, Buyer shall provide
                  closing funds (the "Closing Funds") as provided below:

                  a.       Buyer shall deposit the Closing Funds in a trust
                           account with First Bank of Georgia or an attorneys
                           trust account at a bank other than First Bank of
                           Georgia (upon payment of a processing fee subject to
                           increase as set forth in Schedule A) in the name of
                           the closing attorney upon receiving notice from the
                           closing attorney 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, less any
                           discount points paid by or for the account of such
                           mortgagor.

         C.       At closing and contemporaneously with the funding of each
                  Mortgage hereunder, Seller shall endorse the note to Buyer and
                  execute the transfers and assignments described in Section IV
                  hereof. Buyer, upon receipt of notice from Seller, Seller's
                  satisfaction of its obligations under this Agreement, and
                  provided that Seller is not in default under the terms of this
                  Agreement or under the terms of any other agreement with the
                  Buyer, shall endorse said note to the appropriate Third Party
                  Investor.

                  Seller hereby agrees to deliver such original note, along with
                  the assignment described in Section IV.J. hereof, to the Third
                  Party Investor with instructions to such investor as to hold
                  such note and assignment in trust for Buyer until full payment
                  for such Mortgage has been received by Buyer. Buyer reserves
                  the option, at its sole and absolute discretion, to require a
                  master trust agreement from each Third Party Investor whereby
                  such investors agree to hold all notes, assignments and
                  Mortgage documents presented thereto in trust for Buyer until
                  full payment is made therefor, and Seller hereby agrees to
                  assist Buyer in obtaining such trust agreements from such
                  Third Party Investor. Funding by the Third Party Investor
                  which has pre-approved each such Mortgage will be made to
                  Buyer by wire transfer or delivery of a certified check to
                  Buyer at the time that such investor purchases each such
                  Mortgage. Upon receipt of funds, and the satisfaction of all
                  Seller's obligations to Buyer, Buyer shall remit any surplus
                  to Seller.

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

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


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         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 of
                  any kind or nature; or provided however, that Seller's
                  repurchase obligation shall not be triggered by a contention
                  of a mortgagor regarding a violation of or a failure to comply
                  with a federal or state law or regulation which resulted from
                  an act or omission of an agent or employee of Buyer; or

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

VII.     Seller agrees to fulfill its obligation to repurchase any loan
         described above in Section VI hereof by paying to Buyer 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 expenses, including without limitation, reasonable
         attorney's fees and expenses, collection, Mortgage foreclosures, and
         sales expenses, if any, theretofore incurred by Buyer in enforcing its
         rights in such Mortgage or in enforcing its rights pursuant to this
         Agreement. Buyer's prior knowledge of any breach by Seller of any of
         the foregoing prior to or at the time of purchase, or any time
         thereafter, of the Mortgage, or any delay by Buyer in making demand
         hereunder, shall neither impair Seller's rights nor constitute waiver
         of Buyer's rights hereunder.

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

IX.      Buyer may, by notice to Seller, terminate this Agreement as to
         Mortgages being purchased if:

         A.       Seller, in the sole option of the Buyer and after fifteen (15)
                  days' prior notice, fails to perform its obligations
                  hereunder; or

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

         C.       Seller assigns or attempts to assign its rights and
                  obligations hereunder, without written consent of Buyer; or


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         D.       Buyer, in its sole opinion, determines that regulatory
                  considerations, business practices of Seller, or otherwise
                  determines that it is in the Buyer's best interest to
                  terminate this Agreement.

X.       Seller agrees to indemnify and hold Buyer harmless from, and on demand
         by Buyer, pay Buyer for, any damages, losses, costs and expenses
         resulting from any and all actions, suits, proceedings, demands,
         assessments, judgments, or claims, including reasonable legal and other
         expenses actually incurred and paid incident to any claim (other than a
         claim based exclusively on Buyer's conduct), by any third party or
         parties in connection with Mortgages purchased by the Buyer hereunder,
         including, without limitation, any claim for taxes (other than income
         taxes payable by Buyer), by any state of the United States, territory
         or political subdivision thereof. The indemnification contained herein
         shall survive the termination of this Agreement.

XI.      Buyer agrees to indemnify and hold Seller harmless from, and on demand
         by Seller, pay Seller for, any damages, losses, costs and expenses
         resulting from any and all actions, suits, proceedings, demands,
         assessments, judgments, or claims, including reasonable legal and other
         expenses actually incurred and paid incident to any claims based
         exclusively on Buyer's conduct or the sufficiency or legality of any
         form or document supplied by Buyer to Seller, by any third party or
         parties in connection with Mortgages purchased by Buyer and Seller
         hereunder. The indemnification contained herein shall survive the
         termination of this Agreement.

XII.     This Agreement may be terminated as to the future acceptance of
         Mortgages by either party at any time upon giving forty-five (45) days
         written notice of termination to the other party, and except as
         provided in Section IX.D., such termination shall not in any respect
         change or modify the obligation of Seller with respect to the Mortgages
         already accepted.

XIII.    This Agreement shall be constructed in accordance with the laws of the
         State of Georgia 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 unenforceability 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.

XIV.     In the event of a dispute between parties hereto or their successors,
         arising out of this Agreement, the prevailing party shall be entitled
         to recover costs, including reasonable attorney's fees actually
         incurred in connection therewith.

XV.      This Agreement shall bind and benefit the respective successors and
         assigns of Seller and Buyer. No other person or entity is intended to
         be benefited hereby. Notwithstanding the foregoing, Seller shall have
         no power or right to assign this Agreement or any of its rights



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         or obligations hereunder and any attempt to do so, without prior
         written consent of Buyer, shall be voidable by Buyer at its option.

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

XVII.    This document contains the entire agreement between the parties hereto
         and cannot be modified in any respect except by an amendment in writing
         signed by both parties.


























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       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.

This 14th day of December, 1997.

                                             SELLER

                                                Credit Depot Corporation
                                             ----------------------------------

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


Attest: /s/ Jacqueline L. Flynn              By: /s/ Ralph DeBee
        --------------------------             ------------------------------
Name:   Jacqueline L. Flynn                  Name:   Ralph DeBee
       -----------------------------                ---------------------------
Title:  Vice-President & Secretary           Title:  President
       -----------------------------                ---------------------------


(CORPORATE SEAL)

                                             BUYER:

                                                First Bankshares Mortgage 
                                                   and Investment, Inc.
                                             ----------------------------------

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

Attest:                                      By:    /s/ Ronald G. Walton
       -----------------------------                ---------------------------
Name:                                        Name:  Ronald G. Walton
       -----------------------------                ---------------------------
                                             Title: Vice President
                                                    ---------------------------

(CORPORATE SEAL)

















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