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                                                                    Exhibit 10.2

                MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT

        THIS AGREEMENT, made this 21st day of March, 1999 by and between
SUNTRUST BANK, MIAMI, NATIONAL ASSOCIATION (hereinafter sometimes referred to as
Lender or Bank) and AMERI-CAP MORTGAGE GROUP, INC., a Florida Corporation;
AMERI-CAP MORTGAGE LENDING CORP., a Florida corporation; and AMERI-CAP MORTGAGE
SERVICES, INC., a Florida corporation (collectively hereinafter sometimes
referred to as Borrower).

        WHEREAS, Borrower is in the business of originating, purchasing, and
owning loans secured by a first mortgage encumbering single-family residences;

        WHEREAS, Lender is in the business of lending money;

        WHEREAS, Borrower desires to borrow money from Lender secured by
Mortgage Loans owned by Borrower;

        WHEREAS, Lender, on terms and conditions more particularly hereinafter
set forth, is willing to lend money to Borrower secured by Mortgage Loans.

        NOW, THEREFORE, in consideration of the premises, the payments and
promises hereinafter set forth, the financial accommodations of Lender, and Ten
and No/100 Dollars ($10.00) and other good and valuable considerations, the
receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:

        1. Incorporation of Preamble. The Preamble to this Agreement and each
recitation therein are hereby made a part of this Agreement.

        2. Further Assurances. Borrower agrees, without expense to Lender, to
execute, acknowledge, deliver, file, record and publish such further instruments
and documents and to do such other acts and things as may be necessary and
proper to carry out the intent(s) and purpose(s) of this Agreement, such to
include without limitation opinions of counsel (in form and substance
satisfactory to Lender) regarding Borrowers powers to act hereunder, the
Mortgage Files, or any aspect of the Loan, the note evidencing same and the
agreement securing same.

        3. Definitions. The following words and terms shall have the meanings
set forth in this paragraph: 

Adjustable Rate Mortgage:     A Mortgage Loan that provides for periodic 
                              adjustments to the interest rate.

Advance:                      A loan made by the Bank to the Borrower pursuant 
                              to this agreement.



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Agreement:                    This agreement as executed as of the date first 
                              above written or, if amended or supplemented as
                              herein provided, as so amended or supplemented.

Business Day:                 Any day other than Saturday, Sunday, a legal
                              holiday in Miami-Dade County, Florida or a day on
                              which banking institutions in Miami-Dade County,
                              Florida are authorized or obligated by law or
                              executive order to be closed. 

Category I Collateral:        A sub-category of conventional Mortgage Loan, 
                              fully conforming to FNMA/FHLMC guidelines, or
                              FHA/VA insured/guaranteed, which is subject to a
                              Purchase Commitment and which is secured by a
                              first mortgage.

Category II Collateral:       A sub-category of conventional Mortgage Loan,
                              fully conforming to FNMA/FHLMC guidelines, which
                              is subject to a Purchase Commitment, and which is
                              secured by a second mortgage. First and second
                              mortgage amounts combined not to exceed 80% LTV.

Category III Collateral:      A sub-category of conventional Mortgage Loan fully
                              conforming to FNMA/FHLMC guidelines except for the
                              amount thereof, which amount does not exceed
                              $1,000,000.00, which is subject to a Purchase
                              Commitment and which has a LTV ratio not exceeding
                              the applicable percentage set forth in the
                              following schedule:
  
                              MORTGAGE LOAN AMOUNT          MAXIMUM LTV RATIO
                              --------------------          -----------------
                              Up to $300,000                        95%
                              $300,000 up to $750,000               80%
                              $750,000 up to $1,000,000             70%


Collateral Documents:         The documents evidencing the mortgage collateral 
                              including without limitation the original mortgage
                              notes endorsed in blank, the mortgages, assignment
                              of mortgages and such other documents that are
                              required pursuant to the terms of this Agreement

Escrow Payments:              The amounts constituting ground rents, taxes, 
                              assessments, water rates, mortgage insurance
                              premiums, fire and hazard insurance premiums and
                              other payments required to be escrowed by the
                              Mortgagor with the mortgagee pursuant to any
                              Mortgage Loan and this Agreement.

FHA:                          Federal Housing Administration.

FHLBB:                        Federal Home Loan Bank Board.

FHLMC:                        Federal Home Loan Mortgage Corporation.

Fidelity Bond:                A fidelity bond to be obtained by the Borrower 
                              pursuant to paragraph 8.

Fixed Rate Mortgage:          A Mortgage Loan that provides for periodic equal 
                              installments of principal and interest with no
                              change in the initial interest rate throughout the
                              term of the Mortgage Loan and complies with FHLBB
                              BB regulatory requirements for such loans.

FNMA:                         Federal National Mortgage Association.


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GNMA:                         Government National Mortgage Association.

Guarantor:                    Finantra Capital Inc. a Delaware corporation.

Liquidation Proceeds:         Funds received in connection with liquidation of
                              defaulted Mortgage Loans trustees sale foreclosure
                              sale or otherwise or the sale of the Mortgaged
                              Property if the Mortgaged Property is acquired in
                              satisfaction of the Mortgage.

LTV:                          Loan-to-Value.

Market Value:                 The weighted average price (i) for conventional
                              Mortgage Loans based on either the FNMAs or FHLMCs
                              most recent thirty (30)- day commitment price and
                              (ii) for FHA insured and VA guaranteed Mortgage
                              Loans based on 90 day delivery price for GNMA
                              securities published daily in the Wall Street
                              Journal. In the event of disagreement regarding
                              Market Value the Lender shall determine Market
                              Value in its sole discretion provided such
                              determination is reasonable with regard to
                              established GNMA, FNMA and/or FHLMC MC secondary
                              market prices.

Monthly Payments:             The Scheduled payment of principal and. interest 
                              on a Mortgage Loan which is due on various days of
                              each month

Mortgage:                     A Mortgage or Deed of Trust or Trust Indenture 
                              encumbering the Mortgaged Property for the purpose
                              of securing payment of the Mortgage Loan.

Mortgage File:                All the original documents pertaining to a
                              particular Mortgage Loan, required by this
                              Agreement, such to be stored in one place, in one
                              file folder, together, under one indemnification
                              number.

Mortgage Interest Rate:       The annual rate of interest borne on a Mortgage 
                              Note.

Mortgage Loan(s):             Any loan pledged, or to be pledged, to Lender by
                              Borrower pursuant to Lender terms of this
                              Agreement.

Mortgage Note:                Note evidencing a Mortgage Loan or the writing 
                              evidence of the terms of the loan owned by
                              Borrower.

Mortgaged Property:           The real estate used as collateral to secure 
                              payment of the Mortgage Loan.

Mortgagor:                    The person or persons executing the Mortgage Note,
                              the Mortgage and all related documents.

Second Home:                  A single family residence owned by Mortgagor for 
                              use as a dwelling unit for retirement, vacation,
                              or home-away-from- home purposes.

Single Family Residence:      A free-standing structure for occupancy by one, 
                              two, three, or four families, a condominium unit
                              for occupancy by a single family, and a
                              townhouse unit for occupancy by a single family
                              excluding mobile homes and manufactured homes.

Unrestricted Liquid Assets:   Cash or cash equivalents [U.S. bank accounts, 
                              U.S. bank certificates of deposits U.S. Treasury
                              securities or repurchase agreements backed by
                              same, U.S. Agency securities, U.S. corporate
                              commercial (rated Al/P1 or better), U.S. money
                              market funds or other instruments acceptable to
                              Lender]

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                              owned by Finantra Capital, Inc. at the parent
                              company level (not in the name of subsidiaries
                              Finantra Capital, Inc.) and that are not
                              restricted or encumbered in any way.

VA:                           Veterans Administration.

Secondary Market Purchaser    The person obligated to purchase Mortgage Loans 
                              pursuant to a Purchase Commitment. Secondary
                              Market Purchasers must be acceptable to Lender
                              in its sole and absolute discretion.

        4. The Loan. Lender hereby agrees to lend to Borrower and Borrower
hereby agrees to borrow from Lender up to the sum of TEN MILLION AND NO/100
DOLLARS ($10,000,000.00) said loan to be hereinafter sometimes referred to as
the Loan. from time to time, the Loan may be repaid and then re-borrowed, repaid
and re-borrowed again, in whole or in part, and so on until the Maturity Date,
at which time, all unpaid principal, together with accrued and unpaid interest,
shall be due and payable. Borrower shall not be entitled to any advances
hereunder from and after the date of an occurrence of an Event of Default. The
Loan will be evidenced by a promissory note (sometimes hereinafter referred to
as the "Note") in form acceptable to Lender, the form of which is attached
hereto as Exhibit A.

        5. Interest. The Loan shall bear interest at an annual rate equal to the
following annual rate (sometimes hereinafter referred to as the "Interest
Rate"):

               (a) The Loan shall bear interest (computed on the basis of the
actual number of days elapsed and a year of 360 days) on the aggregate unpaid
principal balance of the Loan outstanding from time to time, from and including
the date of advance until such principal balance is repaid in full, at a
fluctuating annual rate that (i) prior to the relevant Maturity Date, equal to
the one month London Interbank Offering Rate (1.11 OR) plus two and one quarter
percent (2.25%) per annum, adjusted on the first day of each month, and (ii)
from and after the occurrence of an Event of Default or the relevant Maturity
Date shall be the Default Rate. Interest on the Loan shall be payable in arrears
(i) prior to the relevant Maturity Date, on the first Business Day of each
calendar month; (ii) in full on the relevant Maturity Date; and (iii) on demand
after the relevant Maturity Date.

               (b) The amount of interest owing each month shall- be calculated
on a daily moving basis upon the principal balance of the Loan from time to time
outstanding. Interest shall he charged to an account designated by Borrower as
of the first day of each month in an amount equal to the interest due on the
Loan for the preceding month. The interest rate charged shall in no event exceed
the maximum rate of interest allowed by law.

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Should clear funds in the account be insufficient to cover interest due, the
Borrower will be so notified and will remit any shortfall by check within five
(5) days of Lenders having given notice of the deficiency.

        6.     Maturity Date/Repayment Dates.

               (a) The entire unpaid principal amount of the Loan, together with
accrued and unpaid interest, shall be due and payable on demand or up on the
occurrence of an Event of Default, whichever first occurs. The date on which the
entire unpaid principal and accrued and unpaid interest is due and payable shall
herein be referred to, from time to time, as the Maturity Date. From and after
notice of demand for full payment, Borrower shall not be entitled to any advance
hereunder.

               (b) All proceeds realized with respect to the sale of Mortgage
Loans to Secondary market Purchasers shall be delivered directly by the
Secondary Market Purchaser and applied to the Loan.

               (c) If the Lender demands payment in full of the Loan at a time
when the Loan is not in default, Borrower, shall have sixty (60) days thereafter
in which to fully repay the Loan together with accrued interest.

        7. Use of Proceeds. The proceeds of the Loan shall be used by Borrower
the normal course of business of originating and buying loans secured by first
mortgages encumbering real property located in states acceptable to Lender.

        8. Advances/Documentary Conditions Precedent. The following documents
(duly and properly executed and delivered) must be received by Lender, in form
and substance satisfactory to Lender, before Borrower may request an advance
hereunder:

               (a)     this Agreement;

               (b)     the Note;

               (c)     Opinion of Borrowers counsel;

               (d) Certificate of Good standing issued by the Secretary of State
of each Slate in which Mortgage Loans are originated (or, in the alternative,
written evidence that Borrower is not required to qualify to do business in any
such State);

               (e) Each errors and omissions (E&O) insurance policy and a copy
of each Fidelity Bond (the E&O insurance and Fidelity Bond covering Borrower and
each of its closing agents), which relate to Borrowers business of originating,
owing, selling and

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servicing Mortgage Loans, together with letters from each carrier issuing any
such policy stating that the carrier will give written notice to Lender (i) of
any claims and/or recoveries within thirty (30) clays after receipt and (ii) of
any cancellation.,or reduction in coverage thirty (30) days prior to the
effective date thereof. Lender shall be shown as a loss payee under all E&0
insurance policies and under each Fidelity Bond;

               (f) written evidence that Borrower is a FHLMC approved seller and
servicer, if applicable;

               (g) written evidence that Borrower is a FNMA approved seller and
servicer, if applicable;

               (h) Certificate of Corporate Resolution adopted by Borrowers
Board of Directors authorizing the transaction evidenced by this Agreement;

               (i) written evidence that Borrower is an authorized originator
and servicer of VA guaranteed Mortgage Loans, if applicable;

               (j) written evidence that Borrower is an authorized originator
and servicer of FHA insured Mortgaged Loans, if applicable;

               (k)     any other documents reasonably required by Lender.

        9.     Procedure for Requesting Advances.

               (a) Upon receipt (before 11:00 a.m. of the requested funding
date) by Lender of the items of described in subparagraphs (a), (b), and (c) of
paragraph 17, and satisfaction of the requirements set forth in paragraph 9(b),
provided the Loan is not then in default, Lender, shall advance to Borrower, by
adding to its account with Lender, the amount properly requested from time to
time provided the advances shall not aggregate in excess of TEN MIL LION AND
NO/100 DOLLARS ($ l 0,000,000.00). Each request by Borrower shall be in form
satisfactory to Lender.

               (b) With respect to each advance requested by Borrower, Lender is
not, and shall not be, required to honor the request for advance unless and
until each of the following conditions shall have been satisfied:

                       (i)    The delivery to Lender of an Officers Certificate
                              and Request for Advance in form set forth in
                              Exhibit B attached hereto;

                       (ii)   The delivery to Lender of a duplicate executed
                              original copy of a firm and binding commitment to
                              purchase the Mortgage

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                              Loans which collateralize the advance requested
                              from a Secondary Market Purchaser, in form and
                              substance satisfactory to Lender (which commitment
                              to purchase will sometimes herein be referred to
                              as the Commitment or the Purchase Commitment).

                       (c) By requesting an advance, Borrower shall thereby be
deemed to confirm the following:

                              (i)     Borrower is not in default under this
                                      Agreement or any other document or
                                      agreement which relates to this Agreement
                                      or the Loan;

                              (ii)    Borrower has satisfied every condition
                                      with respect to the request for an
                                      advance;

                              (iii)   all warranties and representations set
                                      forth herein are true and correct as of
                                      the date of each request for advance;

                              (iv)    Borrower has not modified or rescinded or
                                      waived any term of any document evidencing
                                      any Mortgage Loan, except as expressly
                                      permitted under the terms of this
                                      Agreement;

                              (v)     each Purchase Commitment remains in full
                                      force and effect, (vi) if applicable, all
                                      conditions relating to the continued
                                      eligibility of a Mortgage Loan for FHA IA
                                      insurance or private mortgage insurance
                                      remain fully and completely satisfied; and

                              (vii)   if applicable, all conditions relating to
                                      the continued eligibility of a Mortgage
                                      Loan for the VA guaranty remain fully and
                                      completely satisfied.

               10. Warranties and Representations/The Mortgage Loans. The
Mortgage Loans are, and shall be, security for payment of the Loan (as more
particularly set forth hereinafter). As of each loan funding date and until that
part of the Loan which was advanced against a particular Mortgage Loan is paid
in full, Borrower hereby represents and warrants to Lender that, as to each
Mortgage Loan:

                       (a) Closing information Complete. All information
delivered to Lender

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regarding the Mortgage Loans is complete, true and correct to the best knowledge
of Borrower, and each Mortgage Loan conforms to the requirements of this
Agreement and each Mortgage File contains each of the documents and instruments
specified to be included therein duly and properly executed and in due and
proper form on the dates indicated.

                       (b) Ownership of the Mortgage. Borrower is the sole owner
and holder of each Mortgage Loan (which term includes the Mortgage Note
evidencing the indebtedness as well as the other documents relating to the loan
being pledged) free and clear of any and all encumbrances, liens, pledges,
charges or security interests of any nature and has full right, subject to no
interest or participation of, or agreement with, any other party, to pledge
and/or assign same to Lender. There are no custodial or "warehousing" agreements
in effect adversely affecting the ability or right of Borrower to make the
deliveries required on any funding date.

                       (c) Mortgage as First Lien. The Mortgage is valid and
subsisting first lien on the property therein described, and the Mortgages
Property is free and clear of all encumbrances and liens having priority over
the first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable. The security agreement, chattel
mortgage or equivalent document related to the Mortgage establishes in Borrower
a valid and subsisting first lien on the property described therein and Borrower
has full right to pledge the same to Lender.

                       (d) No Modification. Except as previously disclosed to
Lender and evidenced by documentation thereof in the Mortgage File, neither
Borrower nor any prior holder of the Mortgage has modified the Mortgage in any
material respect; satisfied, canceled, rescinded or subordinated the Mortgage in
whole or in part; released the Mortgagor from liability or Lender Mortgaged
Property, in whole or in part, from the lien of the Mortgage; or executed any
instrument of release, cancellation, modification, satisfaction, or rescission.

                       (e) No Monetary Defaults. There are, and have been since
origination, no defaults in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due and
owing have been paid, or an escrow of funds has been established in an amount
sufficient to pay for every such item which remains

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unpaid. Borrower has not advanced funds, or induced, solicited, or knowingly
received any advance of funds by a party other than the Mortgagor, directly or
indirectly, for the payment of any amount required by the Mortgage.

                       (f) No Condemnation or Damage. There is no proceeding of
record pending for the total or partial condemnation of the Mortgaged Property
(and Borrower has no knowledge of the threat of any such proceedings) and said
property is undamaged by fire, windstorm or other casualty.

                       (g) Mechanics Liens. The Mortgaged Property is free and
clear of all mechanics and materialmens liens or liens in the nature thereof
which are superior to the lien of the Mortgage, and no rights are outstanding
that under law could give use to any such lien.

                       (h) No Encroachments. All of the improvements which are
included for the purpose of determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of such
property and no improvements on adjoining properties encroach upon the Mortgaged
Properly, unless a title insurance policy is in effect which insures against
loss from any such encroachments.

                       (i) Acceptable Investment. Borrower has no knowledge of
any circumstances or conditions with respect to the Mortgage, the Mortgaged
Property, the Mortgagor or the Mortgagors credit standing that can be reasonably
expected to cause private institutional investors to regard the Mortgage as an
unacceptable investment, cause the Mortgage to become delinquent or adversely
affect the value or marketability of the Mortgage.

                       (j) Usury. Each Mortgage Loan meets, or is exempt from,
applicable state or federal laws, rules, regulations and other requirements
pertaining to usury, and the Mortgage Loan is not usurious.

                       (k) Zoning Law. Borrower has no knowledge that any
improvement located on or being part of the Mortgaged Property is in violation
of any applicable zoning, building or environmental law or regulation To the
best of knowledge of Borrower, all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property and with respect to the use and occupancy of the same,
including but not limited to certificates or occupancy, and fire underwriter

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certificates, have been made by or obtained from the appropriate governmental
authorities, and the Mortgaged Property is lawfully occupied under applicable
law.

                       (l) Doing Business. Either (1) Borrower and every other
holder of the Mortgage, if any, were authorized to transact and do business in
the jurisdiction in which the Mortgaged Properly is located at all times when
such party held the Mortgage; or (2) the loan of Mortgage funds, the acquisition
of the Mortgage (if Borrower was not the original lender), the holding of the
Mortgage and tale transfer of the Mortgage did not constitute the transaction of
business or the doing of business in such jurisdiction.

                       (m) Made. All payments required to be made under the
semis of the Mortgage have been made and such were made by the Borrower
thereunder (Mortgagor) and not by any third party.

                       (n) Validity of the Note and Mortgage. The Mortgage Note
and the related Mortgage are genuine and each is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance with its terms All
parties to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have been
duly and properly executed by the Mortgagor.

                       (o) Compliance with Applicable Laws. Any and all
requirements of any federal, state or local laws, rules and regulations
including, without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with, and Borrower shall
maintain in its possession, available for Lenders inspection, and shall deliver
to Lender upon demand, evidence of compliance with all such requirements.

                       (p) Full Funding of the Mortgage Loan. The proceeds of
the Mortgage Loan have been fully disbursed there is no requirements for future
advances thereunder and any and all requirements as to completion of any on-site
or off-site improvements and as to disbursements of any escrow funds therefore
have been complied with.

                       (q) Title Insurance. Each Mortgage Loan is covered by an
Al TA mortgage title insurance policy or other generally acceptable form of
policy or insurance acceptable to Lender issued by title insurer acceptable to
FNMA and FHLMC and qualified to do business in the jurisdiction where the
Mortgaged Property is located or by a valid Attorneys Certificate of Title in
form acceptable to Lender insuring Borrower or Borrowers

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FHA/VA correspondents their successors and assigns as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan. Borrower
or Borrowers FHA/VA correspondents are the named insured and the sole insured of
any such Mortgage title insurance policy; the assignment to Lender of Borrowers
interest in such Mortgage title insurance policy does not require the consent of
or notification to the insurer; such mortgage title insurance policy is the
valid and binding obligation of the insurance thereunder is in full force and
effect and will be in lull force and effect and inure to the benefit of Lender
if it is necessary to effectuate the assignment in favor of Lender No claims
have been made under any such mortgage title insurance policy and no prior
holder of the related Mortgage has engaged in any act or omission to act which
would impair the coverage of any suck mortgage title insurance policy or the
validity or binding effect thereof.

                       (r) Hazard Insurance. All buildings upon the Mortgaged
Property are insured by a generally acceptable Insurer rated 13 or better in the
current Bests Insurance Guide against loss by fire hazards of extended coverage
and such other hazards as are customary in the area in an amount which is at
least equal to the outstanding principal balance of the Mortgage Loan or the
full insurable value of improvements whichever is the lesser If as of the date
of origination of the Mortgage Loan the Mortgaged Property is located in au area
identified in the Federal Register by the Flood Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration is in effect with a generally acceptable
insurance carrier (rated 13 or better as aforesaid) in an amount representing
coverage not less than the least of (i) of the outstanding principal balance of
the Mortgage Loan (ii) the lull full insurable value of the improvements or
(iii) the maximum amount of insurance which is available under the Flood
Disaster Protection Act of 1973. Borrower shall maintain in its possession,
available for holders inspection, and will deliver to Lender on demand,
documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as may be amended, to
the Mortgaged Property All such insurance policies (collectively, the "hazard
insurance policy") contain a standard mortgagee clause naming Borrower, its
successors and assigns, as mortgagee and all premiums thereon have been paid
Each hazard insurance policy is the valid and binding obligation of the insurer,
is in

                                     - 11 -

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full force and effect, and will be in full force and effect and inure to the
benefit of Lender if Lender becomes the owner of the related Mortgage Loan
Borrower has not engaged in, and has no knowledge of the Mortgagor having
engaged in, any act or omission which would impair the coverage of any such
policy, the benefits of the endorsement provided for herein, or the validity and
binding effect of either Each Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at Mortgagors cost and expense, and on the
Mortgagors failure to do so, authorizes the Mortgagee to maintain such insurance
at Mortgagors cost and expense and seek reimbursement therefor from the
Mortgagor All premiums due as of or prior to the date(s) of Borrowers request
for an advance have been paid.

                       (s) No Defaults. There is no default, breach, violation
or event of acceleration existing under the Mortgage or the relates Mortgage
Note and no event which, with the passage of time or with notice and expiration
of any grace or cure period, would constitute a default, breach, violation or
event of acceleration; and the Borrower has not, by action or omission to act,
waived any default, breach, violation or event of acceleration.

                       (t) Due-on-Sale Provisions. All Mortgage Loans contain
due-oil-sale provisions enforceable in accordance with their terms in the
jurisdiction in which the Mortgaged Property is located providing for the option
of holder to declare full acceleration of amounts due under the Mortgage Loan
upon a conveyance of title by sale, assignment or operation of law, including
the sale or assignment of a beneficial interest Borrower will use its best
efforts, at its expense, to enforce any "due-on-sale" provision contained in any
Mortgage or Mortgage Note and to deny assumption by the person to whom the
Mortgage Property has been or is about to be sold whether by absolute conveyance
or by contract of sale, and whether or not the Mortgagor remains liable thereon
As to any Mortgage Loans which do not have enforceable due-on-sale provisions,
Borrower agrees to redeem said Mortgage Loan from Lender by reducing the unpaid
principal amount of the Loan by an amount equal to the full id principal balance
of the offending Mortgage Loan, upon the assumption by a subsequent owner. If
Secondary Market Purchaser requires that mortgage loans sold to it be
"assumable" then this representation shall be deemed satisfied with respect to
any such Mortgage Loans.

                       (u) No Defenses. The Mortgage is not subject to any right
of rescission,

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set-off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage, or the exercise of any right
thereunder, render the Mortgage unenforceable in whole or in part, or subject to
any right of rescission set-off, counterclaim or defense, including but not
limited to the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.

                       (v) Payment Terms. Each Mortgage Note is payable in
self-amortizing equal monthly installments of principal and interest, with
interest in arrears, providing for full amortization by contracted maturity on
the first day of each month over an original term of not more than thirty (30)
years.

                       (w) Security. Each Mortgaged Property consists of a
parcel of real property located within the United of America, in states
acceptable to Lender, which is improved with a Single family Residence.

                       (x) No Other Collateral. Each Mortgage Note is not and
has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or
chattel mortgage referred to in subparagraph (c) hereof.

                       (y) Customary Remedies. Each Mortgage contains customary
enforceable provisions such as to render the rights and remedies of the holder
adequate for the realization against the Mortgaged Property of the benefits of
the security, including but not limited to (i) in the case of a mortgage
designated as a deed of trust, by trustees sale, and (ii) otherwise by judicial
foreclosure

                       (z) Fees and Expenses. Except in connection with a
trustees sale after default by the Mortgagor, no fees or expenses are or will
become payable by the holder to the trustee under any Mortgage constituting a
deed of trust Prior to the first funding date, Borrower will furnish to Lender a
schedule of typical and customary foreclosure and trustees sale expenses and
fees and shall provide Lender with revised schedules from time to time as such
typical and customary fees and expenses change.

                       (aa) Trustee. With respect to each mortgage constituting
a deed of trust, a trustee (or trustees) duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named
in such mortgage.

                       (bb) Location of Realty. Each Mortgaged Property is
located in the

                                       - 13 -

<PAGE>



United States of America, in States approved by Lender.

                       (cc) Loan to Value Ratios. If the 1 TV ratio for any
conventional Mortgage Loan at time of origination was greater than eighty
percent (80%), the excess over eighty percent (80%) is subject to a policy of
primary mortgage guaranty insurance (issued by a company acceptable to Lender)
until the principal balance of the mortgage loan is reduce(l below eighty
percent (80%) of such value. All provisions of such primary mortgage guaranty
insurance policy have been and are being complied with, such policy is in lull
force and effect, and all premiums due thereunder have been paid Any mortgage
subject to any such policy of primary mortgage guaranty insurance obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums and
charges in connection therewith and the interest rate set forth on the Mortgage
Note is net of any premium for such primary mortgage guaranty insurance policy
Borrower has not engaged in an act o omission which would impair the
enforceability of any such mortgage guaranty insurance policy.

                       (dd) All Statements True. Neither this Agreement nor any
statement, report or other document furnished or to be furnished pursuant to
this Agreement or in connection with the transaction contemplated hereby
contains or will contain any untrue statement of fact or omits or will omit to
state a fact necessary to make the statements contained therein not misleading
to the best of Borrowers knowledge.

                       (ee) Adverse Classification. In addition to all other
representation warranties made by Borrower herein, Borrower hereby represents
and warrants that no Mortgage Loan delivered under this Agreement has been
adversely classified or classified as a substandard asset by a supervisory or
regulatory authority having the power to make such classification.

                       (ff) Capitalized Loans. As to each Mortgage Note
containing a stated maturity date, said maturity date has not been extended as a
result of capitalization of real estate tax and/or insurance premium expense
Additionally, capitalization of real estate tax and/or insurance premium
expenses shall be discontinued on or before the date of delivery to Lender of
the Mortgage Loans which are the subject of this Agreement

                       (gg) Documentary Taxes. All excise taxes imposed by
Chapter 201, Florida Statutes, upon or in respect to the Collateral have been
paid and any and all other taxes applicable to the Collateral, the execution of
the Note and Mortgage and the filing of

                                     - 14 -

<PAGE>



the Mortgage and Financing Statements (if any) have been paid.

                       (hh) Condominium/PUD Warranties All Mortgage Loans
secured by units in condominiums or Planned Unit Developments (PUD) comply with
the applicable condominium or PUD warranties set forth from time to time by
Lender, by private or governmental mortgage insurers, and/or by the Secondary
Market Purchaser.

                       (ii) Appraisals. The appraisal of the Mortgaged Property
was made and signed (prior to approval by the underwriter) by a qualified
appraiser who had no interest, direct or indirect, in the real estate or in any
loan on the security thereof, and who does not receive compensation which is
affected by the approval or disapproval of the subject loan.

                       (jj) Escrow Account Deficiencies. There exist no
deficiencies in any escrow accounts for which customary arrangements for
repayment thereof have not been made and no escrow deposits or other charges or
payments clue the Borrower have been capitalized under any Mortgage or Mortgage
Note.

                       (kk) VA/FHA As to Mortgage Loans which are either
guaranteed (or eligible fol guarantee) by the VA (and such shall be guaranteed
to the maximum extent, but not less than twenty percent (20%) of the principal
amount, permitted by law for a veteran who has not used up any part of his
entitlement or acceptable to FNMA) or insured (or fully eligible for insurance)
to the maximum amount permitted by 171 IA, all necessary steps have been taken
to make and keep such guaranty or insurance valid, binding and enforceable and
each of such is a binding, valid and enforceable obligation of the VA and Fl IA,
as the case may be, to the full extent thereof, without surcharge, setoff, or
defense on the Closing Date . There shall be evidence in each Mortgage File of
such 11 IA insurance or VA guaranty, as the case may be, satisfactory to Lender
(it being understood that said evidence will not be received by Borrower for
sixty (60) days after the closing of the Mortgage Loan).

               11. Survival of Warranties/Remedy It is understood and agreed
that the representations and warranties set forth in this Agreement are
continuing warranties and representations and shall survive the loan funding
date(s) and shall survive the termination of this Agreement Upon discovery by
either Borrower or Lender of a breach of any of the representations and
warranties set forth herein, the party discovering such breach shall promptly
give written notice to the other. Within thirty (30) days of its discovery or
its

                                     - 15 -

<PAGE>



receipt of notice of breach, Borrower shall cure such breach in all material
respects or shall redeem the offending Mortgage Loan from Lender by substitution
of Collateral acceptable to Lender or by reducing the unpaid principal amount of
the Loan by an amount equal to that portion of the unpaid principal balance of
the offending Mortgage Loan which was loaned to Borrower pursuant to this
Agreement reduced by principal repayments to Lender which were allocated to the
offending Mortgage Loan by mutual agreement of the parties.

        With respect to examples of Borrowers notice obligation hereunder, the
Borrower shall promptly notify Lender, among other things, of:

               (a) any thirty (30) day default under any Mortgage Loan;

               (b) any non-monetary default under any Mortgage Loan;

               (c) any damage, destruction, loss, or HARM to, or condemnation
of, any Mortgaged Property;

               (d) the progress of repairs an( /or restoration of damaged
Mortgage Property;

               (e) All threatened and/or pending actions, suits, hearings,
administrative proceedings, etcetera, effecting the Borrower of the Collateral;

               (f) any default or failure lo comply with any order, Writ,
injunction or decree in favor of or any demand of any governmental agency or
authority.

        This paragraph provides a thirty (30) day "cure period". It is possible
that Borrowers rights hereunder as to length-of-time might conflict with
length-of-time requirements set forth elsewhere in this Agreement In the event
of length-of-time conflicts herein, the length-of-time requirements which shall
apply to any "cure period" or similar period of time hereunder shall be
determined by Lender in its sole discretion.

        12. Warranties as of Funding Date. As of each Loan advance funding date,
Borrower hereby warrants and represents as to each Mortgage Loan requirements of
Lender (including those set forth in paragraph 13 hereof) have been fully
satisfied and that all warranties and representations of Borrower are true and
correct Upon Lenders written request, Borrower shall supply satisfactory
evidence to Lender of its compliance with any and all of the lending conditions
and requirements set forth or referred to herein.

        13. Other Warranties Borrower further represents, warrants and agrees
that as of the date of this Agreement:


                                     - 16 -

<PAGE>


               (a) It is duly organized, validly existing and in good standing
under the laws of the jurisdiction of organization, and has the requisite power
and authority to enter into this Agreement and the other agreements contemplated
by this Agreement;

               (b) This Agreement has been duly authorized, executed and
delivered to Lender and constitutes a valid and legally binding agreement of
Borrower enforceable in accordance with its terms;

               (c) There is no action, proceeding or investigating pending or
threatened, nor any basis for same, known to it, that questions the validity or
prospective validity of this Agreement insofar as the Agreement relates to it,
or any essential elements upon which this Agreement depends, or any action to be
taken by it pursuant to this Agreement;

               (d) Insofar as its capacity to carry out any obligation under
this Agreement is considered, it is not in violation of any provision of any
charter, certificate of incorporation, bylaw, mortgage, indenture, indebtedness,
agreement instrument, judgment, decree, order, statute, rule or regulation, and
there is no such provision that adversely affects its capacity to carry out such
obligation and its execution of, and performance pursuant to.
this Agreement will not result in such violation: and

               (e) It is duly organized, validly existing and in good standing
under the laws of any jurisdiction in which it originates any Mortgage Loan
delivered to Lender, or its designee, pursuant to this Agreement, and has
obtained any license required in order to originate any such Mortgage Loans in
any such jurisdiction.

        14. The Mortgage File. The Mortgage File contains each of the documents
and instruments specified to be included therein duly executed and in due and
proper form and each such document or instrument is in form acceptable, as
applicable, to FNMA, VA, GNMA, FHA, and/or FHLMC Except for Category 111
Collateral, each Mortgage Loan is in conformity with the standards of FHLMC or
FNMA under one of their respective home mortgage purchase or guaranteed mortgage
backed securities programs. Each Mortgage Note and Mortgage are on forms
approved, as applicable, by FNMA, GNMA, VA, FHA, or FHLMC with such riders as
have been approved by FNMA, GNMA, VA, FHA, or FHLMC, as the case may be.

        A Mortgage File shall exist for each Mortgage Loan. The Mortgage File
shall contain at least the following instruments and documents:

                                     - 17 -

<PAGE>


               (a) Original Mortgage Note endorsed to Lender or in blank;

               (b) Original Mortgage;*

               (c) Assignments of Mortgage in recordable from (to Lender and to
Secondary Market Purchaser or in blank);

               (d) Original assumption or modification documents, if applicable;

               (e) Applicable mortgage title insurance policy or commitment; (f)
copy of the VA Loan Guaranty Certificate; (for VA guaranteed Mortgage Loans)**

               (g) Copy of the FHA Insurance Certificate (for Jl IA insured
Mortgage Loan);**

               (h) the private mortgage insurance policy (or binder/commitment
coupled with proof of payment) for conventional Mortgage Loans with LTV ratios
in excess of eighty percent (80%);

               (i) copy of purchase Commitment certified by Borrower as true and
correct;

               (j) Estoppel Certificate, in form attached hereto as Exhibit C;
and 

               (k) Such other documents and instruments that may, from time to
lime, be required by Lender.

          *(if original recorded Mortgage is not available at time of funding of
advance, Borrower may deliver a certified copy of the excluded Mortgage and The
original recording receipt for said mortgage Borrower shall deliver to Lender
the original recorded Mortgage or a copy thereof if The Mortgage is to be
included as part of mortgage-backed security on or before the forty-fifth (45th)
day following the date on which the advance was funded).

**When received from agencies (FHA or VA).

        The following documents shall also constitute part of the Mortgage File
and shall be sometimes herein referred to as the "remaining Mortgage File
documents " the remaining Mortgage File documents shall be held by Borrower in
trust for Lender and shall be delivered to Lender at any time and from time to
time, in whole or ill part, immediately upon request. The remaining Mortgage
File documents are:

                       (i)   Hazard Insurance Policy;

                       (ii)  Flood Insurance policy (if required by law or
                             regulation);

                       (iii) Regulation 7. form;

                       (iv)  HUD Settlement statement;

                       (v)   current as-built survey, certified and sealed, for
                             Mortgaged

                                     - 18 -

<PAGE>


                              Property other shall a condominium unit;

                       (vi)   Declaration of Condominium and all related
                              documents for Mortgaged Property which is a
                              condominium unit (where condominium subject to the
                              same Declaration of Condominium are security for
                              more than one Mortgage Loan, only one master copy
                              of the Declaration of Condominium, appropriately
                              identified to the satisfaction of Lender, need be
                              delivered to Lender);

                       (vii)  appraisal of the Mortgaged Property;

                       (viii) and all statements, forms, et cetera required by
                              the Real Estate Settlement Procedures Act (RESPA)
                              and the Federal Truth-In-Lending Act not otherwise
                              referred to in this paragraph;

                       (ix)   satisfactory evidence of compliance with all
                              applicable federal, state, and local laws and
                              regulations not otherwise referred to in this
                              paragraph;

                       (x)    copy of sales contract for Mortgaged Property (if
                              Mortgage Loan is closed in connection with a
                              purchase-sale of the Mortgaged Property);

                       (xi)   certificate of occupancy for newly constructed
                              Mortgaged Property;

                       (xii)  copies of current credit reports, current loan
                              applications, current financial statements,
                              verification of employment, and verification of
                              deposits;

                       (xiii) copies of financing statements and security
                              agreements applicable to any personal property
                              which secures the Mortgage Loan;

                       (xiv)  copy of private mortgage insurance affidavit
                              signed by seller and purchaser of the Mortgaged
                              Property, if applicable;

                       (xv)   copies of FNMA or FHLMC as applicable, project
                              approvals for Mortgaged Property within projects
                              where prior approval by FNMA or FHLMC is required;

                                     - 19 -

<PAGE>



        Any reference to "Mortgage File" herein shall also be a reference to the
contents of the Mortgage File.

        15. Security Agreement Borrower hereby grants to Lender which Lender
hereby accepts, a security interest in the Collateral (hereinafter described) to
secure the payment in full of the Obligation (hereinafter defined). T he
security interest of Lender shall attach to the Collateral at the time of
compliance with the requirements of paragraph 9(a) or at the time the Borrower
has rights in the Collateral and Lender has advanced money (i e, "new value")
with respect to the Collateral, whichever first occurs.

        16. The Obligation The following, jointly and severally, shall
constitute "the Obligation" secured by this Agreement:

               (a) The Loan as well as the Note evidencing the Loan;

               (b) All past, present, and future advances of whatever type, by
Lender to Borrower and extensions and renewals thereof, whether or not of the
nature contemplated as of the date hereof;

               (c) All existing and future liabilities, of whatever type, of
Borrower to Lender and including (but not limited to) liability of overdrafts
and as endorser and surety;

               (d) All costs incurred by Lender to obtain, preserve and enforce
this security interest, collect the Obligation, and maintain and preserve the
Collateral, and including (but not limited to) taxes, assessments, insurance
premiums, reasonable attorneys fees and legal expenses, rent, storage costs, and
expenses of sale;

               (e) Interest on the above amounts, as agreed between Lender and
Borrower, or if no such agreement, at the maximum rate permitted by law

        17. The Collateral The security interest is granted in the following,
hereinafter called the "Collateral", which shall be delivered to and held by
Lender:

               (a) Mortgage Note(s) delivered lo Lender in connection with
requests for and advance;

               (b) Mortgage(s) securing Note(s) delivered in accordance with
subparagraph (a) above;

               (c) The Mortgage File for each Mortgage Note referred to in
subparagraph (a) above (which Mortgage File shall contain the items referred to
in subparagraph (a) and (b) hereof);


                                     - 20 -

<PAGE>


               (d) All documents, instruments and other rights relating to any
Mortgage Loan delivered to Lender hereunder (some of which documents may not be
delivered to Lender at the of funding);

               (e) All cash or non-cash proceeds of any of the foregoing,
including insurance proceeds;

               (f) All actions, causes of action, foreclosure suits and
judgments, as well as the proceeds thereof, related to the Collateral;

               (g) All of Borrowers rights, title and interest in and to the
Purchase Commitments are hereby assigned to Lender;

               (h) All ledger sheers, files, records documents and instruments
(including, but not limited, to computer programs, tapes and related electronic
data processing software) evidencing an interest in or relating to the above
(such being retained by Borrower pending demand for delivery by Lender);

               (i) All funds in the special account for transactions with
Secondary Market Purchasers referenced in Paragraph 33 hereof.

        The location of the office where the records concerning rights are kept
is the address of Borrower herein set forth.

        The Bank shall not be obligated to accept the Mortgage loan if; in its
Opinion, such acceptance could reasonably subject the Bank to the risk of
liability not contemplated by this agreement.

        18. Events of Default Lender shall not be obligated to make additional
advances and the entire unpaid principal balance of the Loan together with all
accrued and unpaid interest, shall become immediately due and payable, at the
option of Lender upon the occurrence of one or more of the following Events of
Default:

               (a) any failure by Borrower to make, when due, any payment
required to be made under the terms of this Agreement or the Note evidencing the
Loan; or

               (b) failure on the part of Borrower duly to observe, satisfy or
perform, on a continuing basis, in any material respect any other of the
covenants, warranties, representations or agreements, on the part of the
Borrower set forth in this Agreement or any other agreement instrument, or
document entered into between Lender and Borrower in connection with the Loan; 
or


                                     - 21 -

<PAGE>


               (c) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Borrower and such decree or order
shall have remained in force undischarged for a period of thirty (30) days; or

               (d) Borrower shall consent to or allow the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to
Borrower or of or relating to all or substantial all of its property; or

               (e) Borrower shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statue, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or

               (f) the merger or consolidation of the Borrower with another
corporation, or any corporation resulting from any merger, conversion or
consolidation to which the Borrower shall be a party, or sale of a majority
ownership interest in the Borrower without prior approval of Lender provided,
however, Borrower may acquire or merge other subsidiaries into Borrower; or

               (g) Borrower shall fail to observe or perform in any material
respect any covenant, term, provision, condition, warranty or representation of
any agreement between Borrower and a Secondary Market Purchaser; or

               (h) Borrower shall default under the teens of any other loan
Borrower has with the Lender or any other creditor; or

               (i) Borrower shall allow any final judgment or decree for the
payment of money in excess of TEN THOUSAND AND NO/100 DOLLARS ($10,000 00) to
remain unpaid or unappealed and not satisfied for a period of thirty (30) days
or more after the date of entry; or

               (j) Borrower shall fail to maintain its FHA approved mortgage
status, VA approved lender status, I:NMA approved Seller/ Servicer status, or I
I IL MC approved Seller/Servicer status, as applicable


                                     - 22 -

<PAGE>


        19. Rights Upon Default Upon the occurrence of an event of Default,
Lender shall have each of the rights of a secured party set forth in Florida
Statutes Chapter 679, (i e, Uniform Commercial Code-Secured Transactions), such
being deemed expressly and affirmatively set forth herein Borrower hereby
acknowledges that the Collateral is of a type customarily sold in a recognized
market and hereby agrees to pay any deficiency The recognized market for the
Collateral is what is commonly referred to as the "secondary market" for FNMA
and/or Fl ll MC and/or other types of mortgage loans Without limiting Lenders
rights, upon the occurrence of an Event of a Default, Lender is hereby granted
the right to collect all payments owing pursuant to the Mortgage Loan directly
from the Mortgagors or indirectly by a servicer designated by Lender In the
event Lender elects to sell the Collateral by a public sale, it is agreed that
notice shall be deemed satisfactorily given if trailed by United States
certified mail in an envelope addressed to Lender at its principal place of
business herein noted, not less than five (5) days nor mole than ten (10) days
prior to such public sale.

        In addition, to the rights of Lender set forth in the preceding
paragraph, Lender shall have the following rights and/or remedies upon the
occurrence of an livens of Default:

               (a) to assume full servicing responsibilities for the Mortgage
Loans (as if Lender were the Owner thereof);

               (b) to communicate directly with the Mortgagors on all matters
relating to the Mortgage Loans;

               (c) to open any mail addressed to Borrower which relates to the
Mortgage Loans;

               (d) to enter the business premises of Borrower and take
possession of and remove therefrom without breach of the peace, all or any part
of the Collateral;

               (e) pursuant to power of attorney granted herein, to execute
and/or endorse on behalf of Borrower receipts, checks, notes, agreements,
letters, instruments and/or documents of any kind or description relating to the
collection of sums clue pursuant to the terms of the Mortgage Loans or sale or
other liquidation of the Mortgage Loan;

               (f) to purchase all or part of the Mortgage Loans at any public
or private sale, free and clear of any claim, right or equity of redemption
(Borrower hereby waiving any claim, right or equity or redemption);


                                     - 23 -

<PAGE>


               (g) when liquidating the Collateral, to sell the same at a place
chosen by Lender and on such terms, as to cash or deferred payment, as Lender
deems in its best interests.

        20. Expenses of Default; Sale Proceeds In the event Lender exercises its
rights hereunder as a result of the occurrence of an Event of Default:

               (a) Borrower shall pay all costs and expenses paid or incurred by
Lender in exercising Lenders rights, such to include without limitation,
attorneys fees (for negotiation, consultation, correspondence, litigation and
appeal) and associated expenses;

               (b) Lender shall not be liable for its action or inaction except
for conduct constituting gross negligence or willful misconduct;

               (c) in the event of a Sale of Collateral involving deferred
payment of all or part of the purchase price, the Loan shall not be credited
with the uncollected portion of the net sale proceeds until actually collected;

               (d) in the event Lender pays or incurs costs and expenses in
connection with servicing the Mortgage Loans, such items of cost and expense to
include without limitation repairs, collection expenses, and servicing costs and
expenses (both ordinary and extraordinary), such costs and expenses shall be
paid by Borrower (or, the absence of payment, discharged by offset against any
proceeds realized by liquidating the Collateral);

               (e) the net proceeds resulting from the sale of the Collateral
(after all costs, fees and expenses of said sale) shall be allocated first to
accrued and unpaid interest. with the balance, if any, allocated to unpaid 
principal

        21. Loan Account Statements Once each month Lender shall furnish
Borrower with a statement of the previous months loan account activity (the Loan
Account Activity) accounting for the amount of each loan advance, daily interest
charges, Loan principal repayments, Loan principal and interest adjustments (if
any), and cumulative totals for accrued and unpaid interest and unpaid Loan
principal Any additional information regarding the Loan, to the extent available
to Lender, shall be provided by Lender at the sole cost and expense of Borrower.
T he Borrower shall notify Lender in writing within thirty (30) days of receipt
of the Loan Account Statement of any discrepancies between such statement and
the records of the Borrower If Borrower does not object to the Loan Account
Statement within thirty (30) days of receipt, such statement shall be deemed 
final and conclusive with respect


                                     - 24 -

<PAGE>




to the information reported thereon, and Borrower hereby waives any objection
regarding the accuracy of such statement in any action or proceeding to enforce
the obligations of the Borrower hereunder Borrower shall be deemed to have
received any Loan Account Statement no later than the third Business Day
following the date said statement was mailed.

        22. Financial Statements.

               (a) Not later than ninety (90) days following the end of
Borrowers and Guarantors fiscal year during each year this Agreement is in
effect, the Borrower and Guarantor shall furnish Lender with full and complete
certified financial statements, prepared by an independent certified public
accountant, accurately reporting its operations during, and its financial
condition at the end of, the immediately preceding fiscal year

               (b) Within forty-five (45) days following each month of Borrowers
and Guarantors fiscal year Borrower and Guarantor shall furnish Lender with a
profit and loss statement for such month and a balance sheet reflecting its
financial condition at the end of the month, both statements being acknowledged
as correct by Borrower and Guarantor.

               (c) At Banks request, Borrower shall provide Bank on a monthly
basis a pipeline Management report and a servicing portfolio analysis.

        All financial statements contemplated hereunder shall be prepared in
accordance with generally accepted accounting principals.

        23. Annual Servicing and Audit Reports If FNMA, FHA, VA and/or FHLMC
require Borrower to furnish periodic servicing reports, copies of those same
reports will be mailed k, Lender at the same time such reports are furnished to
FNMA or FHLMC Borrower shall furnish copies of audit reports issued by FNMA,
FHLMC, GNMA, FHA and/or HUD within 30 days of receipt by Borrower.

        24. Additional Information Borrower shall furnish to the lender, during
the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate with respect to the purposes of this Agreement, all
such reports or information to be as provided by and in accordance with such
applicable instructions and directions as the Lender may reasonably require and
shall include, without limitation, satisfactory monthly remittance and aging
reports on a loan-by-loan schedule. Lender is hereby granted the right, after
reasonable 

                                     - 25 -

<PAGE>


notice, to inspect and copy Borrowers books and records.

        In addition, Borrower shall provide lender on the first day of the month
with a Valuation Report of Assigned Collateral in the form set out in Exhibit
1), attached hereto, if requested by Lender. Lender continuously shall be given
reasonable access to inventory production, accounting and control reports of the
Borrower at the Borrowers place of business during normal business hours The
Lender shall have the right to verify reports and schedules in any reasonable
manner with the intent and purpose of assuring the Lender that the quality of
security and other requirements are continuously maintained, at the expense of
the Borrower.

        25. Expenses and Fees Subject to limitations set forth in the Commitment
Letter, Borrower agrees to pay all costs and expenses in any way connected with
the Loan, including without limitation all costs and expenses in connection with
the preparation, execution, delivery, amendment, waiver and enforcement of this
Agreement and all other instruments delivered in accordance with or in
connection with this Agreement, as well as all taxes (including without
limitation documentary stamp taxes, intangible taxes, etc., but not including
tax liabilities in any way connected with the income or revenue of Lender) now
or hereafter imposed in connection with the Loan or any documents delivered
pursuant to or in connection with the Loan.

        26. Servicing The Mortgage Loans shall be serviced by Borrower. at no
cost to lender, in accordance with the FNMA Selling and Servicing Guides or in
accordance with such other requirements as may be approved by lender and/or
which are required by the Secondary Market Purchaser for the Mortgage Loans
Servicing of the Mortgage Loans by Borrower shall terminate upon the occurrence
of an Event of Default

        On or after the receipt by Borrower of written notice of termination,
all servicing authority and power of Borrower under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
successor appointed by Lender Upon written request Iron, lender, Borrower shall
prepare, execute aud deliver any and all documents and other instruments, and do
or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related


                                     - 26 -

<PAGE>


documents, or otherwise at Borrowers sole expense Borrower agrees to cooperate
with Lender and such successor in effecting the termination of Borrowers
responsibilities and rights hereunder, including without limitation, the
transfer of such successor for administration by it of the amount of cash equal
to the amounts which shall at the time be held by Borrower with respect to the
Mortgage Loans such to include without limitation payments of principal and
interest, tax and insurance escrows, et cetera.

        27. Power of Attorney Borrower does hereby appoint Lender its true and
lawful attorney-in-fact for it and in its name, place and stead, for the limited
purpose of:
               (a) in the event of an occurrence of an Event of Default, to
endorse checks, sign receipts, satisfy Mortgages, satisfy Mortgage Notes,
collect, deposit and disburse money owing by Mortgagors in connection with
Mortgage Loans and do such other acts and things as shall be necessary and
proper to service the Mortgage Loans and to protect, maintain and preserve the
value of the Mortgaged Property; and

               (b) to execute in the name of the Borrower any financing
statements or assignments or UCC filing forms and to file the same.

               (c) Borrower does further give and grant unto its said
attorney-in-fact full power and authority to do and perform every act necessary
and proper to be done in the exercise of any of the foregoing powers as fully as
it might or could do if present, with full power of substitution and revocation,
hereby ratifying and confirming all that its said attorney shall lawfully do or
cause to be done by virtue hereof.

        For value received, receipt of which is hereby acknowledged, Borrower
does hereby intend that this power of attorney be coupled with an interest, and
does hereby make and declare this power of attorney to be irrevocable by it or
otherwise, renouncing all right to revoke this power or to appoint any other
person to perform any of the acts enumerated herein.

        28.  Miscellaneous.

               (a) This Agreement contains the entire understanding of the
parties relating to the subject matter hereof and may not be waived, modified,
or changed in any way, unless such waiver, modification or change be expressly
stated as such in a written document signed by both Lender and Borrower No
failure or delay by the Lender in exercising any right, power or privilege 
hereunder shall operate as a waiver thereof, nor

                                     - 27 -

<PAGE>


shall any single or partial exercise by the Lender of any such right, power or
privilege preclude any other or fill -e exercise thereof by Lender or the
exercise by Lender of any other right, power or privilege.

               (b) This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida.

               (c) All notices, demands or other communications that are to be
given under this Agreement shall be in writing, addressed to the appropriate
parties and sent by regular or express nail, postage prepaid as follows, unless
another name or address is later substituted or unless otherwise required
herein:

        To Lender      SUNTRUST Bank, Miami, N A
                       777 Bracknell Avenue
                       Miami, Florida 33131
                       Attn: Robert E. Hummel
                             Senior Vice President

        To Borrower:   AMERI-CAP MORTGAGE GROUP, INC
                       1926 10" Avenue, Suite 304
                       Lake Worth, Florida 33461
                       Attn: Craig Bavaria,
                             Executive Vice President

`       To Counsel:    Maynard J. Hellman, Esq.
                       150 South Pine Island Road, Suite 500
                       Plantation, Florida 33324

               (d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which counterparts together
constitute but one and the same Agreement.

               (e) Wherever used, the singular number shall include the plural
and the plural the singular, and the use of any gender shall include all
genders.

               (f) The rights, duties and obligations of Borrower under this
Agreement nay not be transferred or assigned without the prior written consent
of Lender.

        29. Sub-Loan Limitations. Bank has agreed to advance sums from time to
time in accordance with the terms of this Agreement. Each advance is to be
secured by, among other things, Mortgage Loans which will be originated by
Borrower While all Mortgage Loans and other Collateral secure the Loan, advances
against delivery of certain types of Mortgage Loans (or Collateral) shall be
subject to certain gross dollar ceiling amounts as more particularly set forth
hereinafter:

               (a) as to Category I Collateral, advances shall not exceed TEN
MILLION

                                     - 28 -

<PAGE>



AND NO/100 DOLLARS ($10 000,000 00);

               (b) as to Category II Collateral, advances shall not exceed FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00);

               (c) as to Category III Collateral, advances shall not exceed
THREE MILLION AND NO/100 DOLLARS ($3,000,000).

        30.  Funding Ratios/Time Line Limitations.

               (a) Lender has agreed to advance sums from time to time in
accordance with the terms of this Agreement. Each advance is to be secured by,
among other things, Collateral (described by Category) which will he originated
by Borrower. While all Collateral secures the Loan, advances against delivery of
certain types of Collateral shall be subject to certain percentage-of-collateral
loan value ceiling amounts and length-of-time-held-as-Collateral limitations as
more particularly set forth hereinafter All advances will be sub-categorized as
to type of Collateral and Lender and Borrower will continuously monitor
Collateral by type of Collateral for the purpose, inter alia, of tracking the
amount of Loan advances, expressed as a percentage of "Collateral Loan Value",
which are secured by a particular type of Mortgage Loan (or Collateral). For
example, Lender will advance no more than a certain percentage of "Collateral
Loan Value" and this ceiling percentage may not be exceeded at any time When
Loan advances exceed the maximum ceiling percentage with respect to any
particular type of Collateral Borrower must, and shall, immediately repay Loan
principal in an amount necessary to re-establish the required not-to-exceed
ceiling percentage. Additionally, as to Collateral which has been held longer
than allowed under the length-of-time limitations, the Loan advances relating to
such Collateral shall be immediately repaid The length-of-time-held period shall
commence on the date of the Mortgage Loan proceeds are paid to or for the
benefit of Mortgagor for purposed of this paragraph only, the term "Collateral
Loan Value" shall mean whichever of the following results in the lowest gross
dollar amount for an advance;

                       (i)    the principal balance of the Collateral;

                       (ii)   the cash purchase price for the Collateral set 
                              forth in the Purchase Commitment (provided a 
                              Purchase Commitment is in existence); or

                       (iii)  Market Value of the Collateral


                                     - 29 -

<PAGE>


        Set forth in the following schedule are percentage-of-Mortgage-
Collateral Value and length-of-time-held limitations which relate to each type
of Collateral securing advances:

                              PERCENTAGE OF
   TYPE OF COLLATERAL           "MORTGAGE           PERIOD OF TIME
                            COLLATERAL" VALUE      HELD LIMITATION
   ------------------       -----------------      ---------------
      Category I                   98%                  90 Days
      Category II                  90%                  90 Days
      Category III                 98%                  90 Days
      

        In no event shall Lender advance a sum in excess of the "draft amount"
or purposes hereof, the "draft amount" is the amount delivered by Borrower to
the agent closing a particular mortgage loan on behalf of Borrower.

               (b) Borrower shall promptly furnish substitute Collateral for
Collateral which is held by Lender beyond the applicable
period-of-time-held-limitation. Such substitute Collateral must be acceptable to
Lender. In the alternative, Borrower shall redeem the Collateral which has been
held by Lender beyond the applicable period-of-time-held-limitation by repaying
that amount of Loan principal advanced against such Collateral (which shall be
released upon such redemption or substitution).

        31.  Special Covenants.

               (a) Borrowers total debt to Adjusted Net Worth (as hereinafter
defined) plus Guarantors Unrestricted Liquid Assets (as defined herein) ratio
shall not exceed 10:1 (ten to one) from the date first above set forth up to and
including the Maturity Date. [i.e. Total liabilities of Borrower divided by
(Adjusted Net Worth of Borrower plus Unrestricted Liquid Assets of Guarantor)
must be less than or equal to ten].

               (b) Adjusted Net Worth shall be defined as Adjusted Tangible Net
Worth (as hereinafter defined) plus one percent (1%) of the outstanding unpaid
principal balance of the residential mortgage servicing rights owned by
Borrower. Adjusted Tangible Net Worth shall be defined as tangible net worth
determined under Generally accepted accounting principles (GAAP) less:

                       (i) deferred servicing fees or any capitalized purchased
                           or originated mortgage servicing rights;

                                     - 30 -

<PAGE>


                           
                       (ii)   loans, receivable or other advances due from
                              affiliates, officers, shareholders, directors,
                              subsidiaries or related parties of Borrower or
                              Guarantor;

                       (iii)  loans, receivables or other advances due from
                              entities controlled by affiliates, officers,
                              shareholders, directors, subsidiaries or related
                              parties of Borrower or Guarantor;

                       (iv)   goodwill and any other intangible assets as
                              defined by GAAP; 

                       (v)    investments other than investments ill marketable
                              securities;

                       (vi)   loans and/or draws due from employees. 

                   Total debt will include draft /checks issued, in the process
of collection.

               (c) At no time, shall Borrowers book net worth, as defined under
GAAP, be less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00).

               (d) At no time, shall Borrowers Adjusted Net Worth be less than
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00).

               (e) At no time, shall Borrowers Adjusted Net Worth plus
Unrestricted Liquid Assets (of Guarantor) be less than ONE MILLION AND NO/100
DOLLARS ($1,000,000.00).

               (f) By December 31, 1999, the Adjusted Net Worth of Borrower must
increased to no less than ONE MILLION AND NO/DOLLARS ($1,000,000.00).

               (g) At no time, shall Borrowers Modified Working Capital Ratio
(as hereinafter defined) be less than 1.25 to 1. Modified Working Capital Ratio
shall be defined as current assets less mortgage inventory divided current
liabilities less mortgage warehousing debt plus drafts/checks outstanding on
mortgage closings.

               (h) Throughout the term of the Loan, Malcolm I,. Resnick and
Craig Bavaria must be actively involved in the management of Borrower..

               (i) At no time, shall Guarantors Consolidated Tangible Net Worth
(as hereinafter defined) be less shall FIVE MILLION AND NO/100 DOLLARS
($5,000,000.00). Consolidated Tangible Net Worth shall be defined as
consolidated book net worth of Guarantor (including its subsidiaries), as
defined by GAAP, less goodwill; loans, receivables and any other advances due 
from affiliates, officers, directors,


                                     - 31 -

<PAGE>


shareholders or related parties; and any other intangible assets, as defined by
GAAP, plus any loan loss reserves. I rom December 31, 1999 and thereafter loan
loss reserves will be excluded from the definition of Consolidated Tangible Net
Worth.

               (j) Borrower shall provide a monthly certification to Lender
attesting to Borrowers compliance with all terms, conditions and covenants set
forth herein.
               (k) Without the Lenders prior written consent, which may be
granted or withheld in the Lenders sole and absolute discretion, the Borrower
shall not directly or indirectly permit, create, incur, assume, permit to exist,
increase, renew or extend on or after the date hereof any Indebtedness on its
part, and any commitments, contingencies and credit availabilities, or apply for
or offer or agree to do any of the foregoing, except that the Borrower may incur
or permit to exist: (a) Indebtedness owed to the Lender; (b) short-term supplier
credit incurred in reasonable amounts in the ordinary course of the Borrowers
business; (c) equipment financing secured only by the equipment acquired with
such indebtedness; (d) loans, unrelated to the financing of mortgage loans or
mortgage servicing rights, for the purpose of office expansion, leasehold
improvements or new offices, etc.

               (l) Without Lenders prior written consent Borrower shall not
modify, amend, change or rescind, or fail to enforce its rights under, and
Purchase Commitment.

        32. Lender retains the continuing and absolute right to reject any
Mortgage File which does not conform to the requirements of this Agreement. If
Lender notifies Borrower that a Mortgage File does not satisfy the requirements
of this Agreement, Borrower shall within five (5) days from said notification
redeem such Mortgage File by paying to lender the balance advanced against the
related Mortgage Loan or, in the alternative, Borrower will correct to Lenders
satisfaction whatever deficiencies render the Mortgage File non-conforming or
replace same with a Mortgage Loan (evidenced by a Mortgage File) acceptable to
the Lender of equal or greater Market Value, all within said five (5) day period
of time.

        33. lender Delivery of Mortgage Loans. At the expense of and upon
receipt of written request from Borrower, lender shall deliver Collateral (e.g.,
Mortgage Loans and/or Mortgage Files) directly to Secondary market Purchasers
provided that Lender simultaneously shall have, or prior thereto have received
the full cash price for the collateral. from time to time Secondary Market
Purchasers may be permitted by Lender to


                                     - 32 -

<PAGE>


deliver the purchase price after having received the Mortgage Loan
being purchased, such being under circumstances acceptable to Lender. Ill no
case will any advance allocated to Mortgage Loans delivered to a Secondary
Market Purchaser (on a deferred payment basis) be allowed to remain unpaid for a
period in excess of fifteen (15) Business Days. Advances allocated to Mortgage
Loans delivered to FNMA or FHLMC against future payment of the purchase price
may remain unpaid until the purchase price is funded by FNMA or FHLMC (which may
take longer than fifteen (1) Business Days). Borrower shall immediately reduce
the balance of the Loan in an amount equal to the purchase price for Mortgage
Loans where the purchase price remains unpaid for fifteen (15) Business Days
(except when the Secondary Market Purchaser is FNMA or FHLMC). In all cases
involving deferred payment by Secondary Market Purchasers, the purchase price
shall be paid only to lender and only the lender will be authorized to deliver
the applicable Mortgage Files.

        The Borrower shall maintain a special account in its name with lender
for transactions involving deferred payments by Secondary Market Purchasers. The
Borrower hereby expressly authorizes and empowers the Lender to endorse its name
upon any check, draft, transfer or other instrument due to the Borrower, and to
deposit amounts due to the Borrower in such special account when deferred
payments are received. The Lender may, from time to time, at its sole
discretion, apply all or any part of such special account toward payment of the
Loan, including principal, interest accrued thereon, and other charges
outstanding in connection therewith, in such priority and upon such terms as the
Lender, in its sole discretion, may deem appropriate. Borrower hereby grants
Lender a security interest in the proceeds of the special account.

        34. Loan package review fee. Each time lender examines documents
evidencing a Mortgage Loan for the purpose of approving Request for Advance
under paragraph 9 hereof, lender shall be paid a fee, for such services, in the
amount of TWENTY AND NO/I 00 ($20.00) for each Mortgage Loan reviewed..

        35. Checks or Drafts. Borrower has designated various agents for the
purpose of closing Mortgage Loan transactions originated by Borrower. From time
to time a closing agent for Borrower, at the closing of a Mortgage loan
transaction, will deliver to persons entitled to receive proceeds from the
Mortgage Loan transaction checks or drafts against Borrowers account with Lender
(the Bank Drafts). From time to time the Bank Drafts will


                                     - 33 -

<PAGE>



he presented prior to Lenders receipt of the items of Collateral described in
paragraph 17(a), (b), (c) of this Agreement. As long as the Loan is not
otherwise in default, and Borrower provides a Request for Advance - (rust
Receipt acceptable to Lender, Lender will honor the Bank Drafts and will deem
the procedural conditions for an advance satisfied for a period of three (3)
Business Days. Within (3) Business Days of Lenders honoring said drafts,
Borrower shall comply with paragraph 9 (a) hereof or BORROWER shall immediately
pay to lender the amount of any draft(s) for which the requirements of paragraph
9 (a) have not been satisfied. A Bank Draft or Drafts aggregating more than 10%
of the committed amount of the Loan will not be honored absent satisfactory
compliance with the requirements of paragraph 9 (a). Any advances made by lender
in connection with any Bank Draft will be effective as of the date such draft
was presented to the Lender for payment. Borrower hereby grants to Lender a
security interest in the collateral relating to advances made under this
Paragraph 35.

        36. Non-Use Fee: Quarterly in arrears, lender shall determine the
average principal balance outstanding under the Loan for the previous quarter.
In the event that the average principal balance outstanding was less shall 50%
of the committed amount of the Loan, Borrower shall pay to Lender a fee equal to
$2,500.00.

        37. Year 2000 Compliance: T he Borrower has developed a comprehensive
working plan (the "Y2K Plan") to insure that the Borrowers and each Subsidiary's
software and hardware systems which impact or affect in any material way the
business operations of the Borrower and its Subsidiaries will be Year 2000
Complaint and Ready (defined below) by no later shall March 31, 1999. Upon the
request of the Lender, the Borrower will promptly deliver to the Lender a copy
of such Y2K Plan and a copy of any third party assessment of the Y2K Plan (if
available). The BORROWER and its Subsidiaries have met all previous Y2K Plan
milestones and will hereafter meet all future Y2K Plan milestones so that all
hardware and software systems will be Year 2000 Compliant and Ready in
accordance with the Y2K Plan, except where the failure to meet such milestones
has not had, or would not have, a material adverse effect on the business,
operations, assets or condition (financial or otherwise) of The Borrower and its
Subsidiaries on a consolidated basis. As used herein, "Year 2000 Compliant and
Ready" means that the Borrowers and each Subsidiary's hardware and software
systems with respect to the operation of their

                                     - 34 -

<PAGE>


business and their general business plan will: (i) handle date information
involving any and all dates before, during and/or after January 1, 2000,
including accepting input, providing output and performing date calculations in
whole or in part; (ii) operate accurately without interruption on and in respect
of any and all dates before, during and/or after January 1, 2000 and without any
change in performance; (iii) respond to any process two-digit year input without
creating any ambiguity as to the century; and (iv) store and provide date input
information without creating any ambiguity as to the century.

        At the end of the fiscal quarter of the Borrower or at any other time
upon the request of the Bank prior to March 31, 1999, the Borrower shall deliver
to the Bank a certificate of the chief executive officer, chief
financial/accounting officer or chief technology officer to the effect that
nothing has come to his/her attention to cause his/her to believe that the Y2K
Plan milestones have not been met in a manner such that the Borrowers and its
Subsidiaries hardware and software systems will not be Year 2000 Compliant and
Ready.

        MAKER HEREBY KNOWINGLY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTIONS WITH THE NOTE AND ANY AGREEMENT,
DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY HERETO AND/OR TO THE MORTGAGE LOAN WAREHOUSING AND
SECURITY AGREEMENT. THIS PROVISION IS MATERIAL INDUCEMENT FOR BANK ACCEPTING THE
NOTE FROM MAKER AND FOR BANK ENTERING INTO THE MORTGAGE LOAN WAREHOUSING AND
SECURITY AGREEMENT.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above set forth

                                             BORROWER:

                                             AMERICA-CAP MORTGAGE GROUP, INC.
witnesses:                                   a Florida corporation

                                             By:                              
-----------------------------


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

                                             AMERICA-CAP MORTGAGE LENDING
CORP.,
witnesses:                                   a Florida corporation

                                             By:                              
-----------------------------


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

                                             AMERICA-CAP MORTGAGE SERVICES,
INC.
witnesses:                                   a Florida corporation



                                     - 35 -

<PAGE>



                                             By:                              
-----------------------------


-----------------------------
                                             LENDER:

                                             SUNTRUST BANK, MIAMI, N.A.
witnesses:                                   a National Banking Association

                                             GUARANTOR:

                                             FINANTRA CAPITAL, INC.,
witnesses:                                   a Delaware corporation

                                             By:                              
-----------------------------


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






























                                     - 36 -

<PAGE>



STATE OF FLORIDA     )
                     ) SS:
COUNTY OF PALM BEACH )



        THEREBY CERTIFY that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgments
_____________________, the ____________ of ____________________________, a
__________________ corporation, to me well know to be the person described in
and who executed the foregoing instrument and he duly acknowledged the execution
thereof to be his free act and deed as such officer and that he affixed thereto
the official seal of the corporation.

        WITNESS MY HAND and official seal at ___________________________ this
____ day of ___________ , 1999.


                                                   ----------------------------
                                                            Notary Public,



                                     - 37 -

<PAGE>



                                   EXHIBIT "A"
                        THERE IS NO DOCUMENTARY STAMP TAX
                  PAYABLE WITH RESPECT TO THIS PROMISSORY NOTE
                  PURSUANT TO TERMS OF FLORIDA STATUTES 201.21

                                 PROMISSORY NOTE
$10,000,000.00                                          _________________, 1999

        FOR VALUE RECEIVED, the undersigned promises to pay to SUNTRUST BANK,
MIAMI, National Association, organized and existing under the laws of the United
States of America, or order, at its principal place of business in Miami,
Florida, or at such other place as the holder of this Note may designate in
writing, the principal sum of TEN MILLION AND NO/100 DOLLARS ($ l 0,000,000.00)
with interest thereon, in lawful monies of the United States, which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment; said principal and interest to be paid on the dates and is the
manner following, to-wit:

        All advances of said principal sum shall bear interest from the date of
        such advance at the interest rate described in paragraph 5 of that
        Certain Mortgage Loan Warehousing and Security securing this Note. Said
        int rest shall be paid monthly on the first day of the month following
        the first advance and on the first day of each month thereafter until
        this Note shall be paid in full. The outstanding principal balance and
        accrued interest shall be due and payable on demand subject to the
        provisions set forth in Paragraph 6 of that certain Mortgage Loan
        Warehousing and Security Agreement securing this Note. In no event shall
        the rate of interest exceed the maximum rate of interest allowed by law.

        Conditioned upon there being no default of any of the terms or
conditions of this Note or the Mortgage Loan Warehousing and Security Agreement
securing this Note, the maker shall have the right to borrow, repay and
re-borrow from time to time, provided, however, the principal balance
outstanding at any time shall not exceed TEN MILLION AND NO/100 DOLLARS
($10,000.00 and further, provided, that the principal balance outstanding at any
time shall be further limited in accordance with the terms and conditions of
said Mortgage Loan Warehousing and Security Agreement.

        Each maker, endorser and guarantor further agree, jointly and severally,
to pay all costs of collection, including a reasonable attorneys fees, including
attorneys fees in event of appeal, in case the principal of this Note or any
payment on the principal or any interest thereon is not paid at the respective
maturity thereof, or in case it becomes necessary to protect the security
thereof, whether suit be brought or not.

        This Note is secured by a Mortgage Loan Warehousing and Security
Agreement of even date herewith and is to be construed and enforced according to
the laws of the State of Florida. Upon default in the payment of principal and
/or interest due on any note secured by the said Mortgage Loan Warehousing and
Security Agreement, all notes so secured and remaining unpaid shall forthwith
become due and payable notwithstanding their tenor.

        It is agreed hereby that if default be made in the payment of the
principal sum above mentioned or any installment thereof, or any interest
thereon, as above provided, or if default be made in the performance of or
compliance with any of the covenants and conditions of said Mortgage Loan
Warehousing and Security Agreement securing this Note, then, in any of all such
events, the entire amount of principal of this Note, with all interest then
accrued, shall at the option of the holder OF THIS NOTE AND without notice (the
maker hereby expressly waives notice to such default), become due and
collectible, time being of the essence of this Note. The total outstanding
indebtedness from and after the time of default shall bear interest at the
annual rate of eighteen percent (18%).

        Each maker, endorser, and guarantor, if any, or any person, firm or
corporation becoming liable under this Note, hereby consents to any extensions
or renewals of this Note or any part thereof, without notice, and agrees that
they will remain liable under this

                                     - 38 -

<PAGE>


Note (luring any extensions or renewals thereof, until the debts represented
hereby are paid in full.

        Each installment due under this Note not paid at maturity, whether in
course or after acceleration, shall bear interest at the maximum rate of
interest permitted by law from the date of such maturity until paid.

        Each maker now or hereafter becoming a party hereto severally waives
demand, protest and notice of maturity, non-payment or protest and all other
requirements necessary to hold each of them liable as makers, endorsers and
guarantors.

        This Note may not be changed orally, but only by an arrangement in
writing, signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

        MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION THEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT, DOCUMENT OR
INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY HERETO AND/OR TO THE MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK ACCEPTING THIS NOTE FROM MAKER
AND FOR BANK ENTERING INTO THE MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT.

                                    AMERI-CAP MORTGAGE GROUP, INC.
                                    A Florida corporation
                                  
                                    By: 
                                        ------------------------------
                                  
                                  
                                    AMERI-CAP MORTGAGE LENDING CORP.,
                                    a Florida corporation
                                  
                                    By:
                                        ------------------------------
                                  
                                  
                                    AMERI-CAP MORTGAGE SERVICES, INC.
                                    a Florida corporation
                                  
                                    By:
                                        ------------------------------
                                  









                                     - 39 -

<PAGE>


                                   EXHIBIT "B"

                              OFFICERS CERTIFICATE

                                       AND

                               REQUEST FOR ADVANCE

                                                 _________________________, 1999

SunTrust Bank Miami. N.A.
777 Brickell Avenue
Miami Florida 33131

RE:     Mortgage Loan Warehousing and Security Agreement
        AMERI-CAP MORTGAGE GROUP, INC., AMERI-CAP MORTGAGE
        LENDING CORP., and AMERI-CAP MORTGAGE SERVICES, INC.

        In accordance with the terms and conditions of that certain Mortgage
Loan Warehousing and Security Agreement dated as of the _______ day of 19__ by
and between SUNTRUST Bank Miami, N.A. (hereinafter referred to as "Lender ") and
AMERI-CAP MORTGAGE GROUP, INC. and AMERI-CAP MORTGAGE LENDING CORP. and
AMERI-CAI MORTGAGE SERVICES, INC. (hereinafter referred to as "Borrower"),
Borrower hereby applies for an advance in the amount of $________________. All
capitalized terms are as defined in the Mortgage Loan Warehousing and Security
Agreement.

        Borrower hereby certifies to Lender with the knowledge that Lender is
relying on said certification that all documents including the Mortgage Files
required to be delivered and all conditions required to be satisfied pursuant to
the terms of the aforementioned Mortgage Loan Warehousing and Security Agreement
for the advance hereunder by Lender have been delivered and/or satisfied.

        The limitations on the amounts which can be advanced by Lender pursuant
to the terms of the Mortgage Loan Warehousing and Security Agreement on the
Mortgage Packages delivered hereunder as follows:

1.  CATEGORY I COLLATERAL

The least of:

<TABLE>
<CAPTION>
<S>      <C>                                                               <C>      
(a)      98% of the outstanding principal balance of the mortgage
        indebtedness of such Collateral as of this date                    $              
                                                                            --------------

(b)     98% of the cash purchase price under Commitments applicable to
        this Category                                                      $              

(c)     98% of the Market Value of such Collateral as of this date         $              
                                                                            --------------

2.      CATEGORY II COLLATERAL:

The least of:

(a)     90% of the outstanding principal balance of the mortgage
        indebtedness of such Collateral as of this date                    $              
                                                                            --------------

(b)     90% of the cash purchase price under Commitments applicable to
        this Category                                                      $              

(c)     90% of the Market Value of such Collateral as of this date         $              

3.      CATEGORY III COLLATERAL:

                                     - 40 -

<PAGE>



The least of:

(a)     98% of the outstanding principal balance of the mortgage
        indebtedness of such Collateral as of this date                    $              
                                                                            --------------

(b)     98% of the cash purchase price under Commitments applicable to
        this Category                                                      $              

(c)     98% of the Market Value of such Collateral as of this date         $              
                                                                            --------------
</TABLE>

        Borrower hereby further certifies that there exists as of this date no
Event of Default under the Mortgage Loan Warehousing and Security Agreement and
that Borrower is in compliance with all the terms, covenants and conditions of
said Agreement. Borrower hereby further certifies that the advance hereby
requested, as said advance relates to a particular Mortgage Loan, does not
exceed the "draft amount" which relates to said Mortgage Loan.

                                         Very truly yours,

                                         AMERI-CAP MORTGAGE GROUP, INC., 
                                         AMERI-CAP MORTGAGE LENDING CORP., 
                                         AMERI-CAP MORTGAGE SERVICES, INC.

                                         By:                  
                                             ----------------------------------
                                                    Authorized Officer


                                     - 41 -

<PAGE>


                                   EXHIBIT "C"

                              ESTOPPEL CERTIFICATE

                                                           _______________, 1999

SunTrust Bank, Miami. N.A.
777 Brickell Avenue
Miami, Florida 33131

RE:      Mortgage Loan Warehousing and Security Agreement
        AMERI-CAP MORTGAGE GROUP, INC., AMERI-CAP MORTGAGE LENDING
        CORP. and AMERI-CAP MORTGAGE SERVICES, INC.

Gentlemen:

        In connection with the above referenced agreement, we hereby certify to
you that the following mortgage loans have the balances outstanding as shown
hereunder and further that there exits no event of default in any of said
mortgage loans. We further certify to you that all loans constitute first
mortgage liens and otherwise fully comply with the requirements of the
referenced agreement.


   LOAN                                 OFFICIAL        INTEREST      PRINCIPAL
  NUMBER     MORTGAGOR     COUNTY     RECORDS BOOK      PAID TO        BALANCE
                                        AND PAGE
  ------     ---------     ------     ------------      -------        -------


                                         Very truly yours,

                                         AMERI-CAP MORTGAGE GROUP, INC., 
                                         AMERI-CAP MORTGAGE LENDING CORP., 
                                         AMERI-CAP MORTGAGE SERVICES, INC.

                                         By:                  
                                             ----------------------------------
                                                    Authorized Officer


                                                     (CORPORATE SEAL)















                                     - 42 -

<PAGE>



                                   EXHIBIT "D"


                               VALUATION REPORT OF

                          AGGREGATE ASSIGNED COLLATERAL

                                                     AS OF______________________

RE:    Mortgage Loan Warehousing and Security Agreement AMERI-CAP
       MORTGAGE GROUP, INC., AMERI-CAP MORTGAGE LENDING CORP., and
       AMERI-CAP MORTGAGE SERVICES, INC.

1.     CATEGORY I COLLATERAL
       Aggregate advances outstanding
       (not to exceed $10,000,000)                                 $
                                                                    ----------
       the mortgage indebtedness of          
       Collateral                            $ 
                                             ----------

       Loan to value ratio %
       (not to exceed 98%)

   (b) Cash purchase price under the
       Commitments applicable to this                             
       Category                              $                    $
                                             -----------          ------------

       Loan to value ratio %
       (not to exceed 98%)

   (c) Current Market Value of Collateral

       Loan to value ratio %
       (not to exceed 98%)

2.  CATEGORY 11 COLLATERAL:

    Aggregate advances outstanding
    (not to exceed $500,000.00)                                   $
                                                                  ----------- 
    (a) Outstanding principal balance of
        the mortgage indebtedness of          
        Collateral                            $
                                              ----------
        Loan to value ratio %
        (not to exceed 90%)

    (b) Cash purchase price under the
        Commitments applicable to this           
        Category                              $ 
                                              ----------

        Loan to value ratio %
        (not to exceed 90%)

    (c) Current Market Value of Collateral

        Loan to value ratio %
        (not to exceed 90%)



                                     - 43 -

<PAGE>


3.  CATEGORY 111 COLLATERAL

    Aggregate advance outstanding                             
    (not to exceed $3,000,000.00)                             $ 
                                                              -----------
(a) Outstanding principal balance of
    the mortgage indebtedness of          
    Collateral                            $
                                          -----------

    Loan to value ratio %
    (not to exceed 98%)

(b) Cash purchase price under the         $
                                          -----------


    Commitments applicable to this
    Category                             
                                          -----------

    Loan to value ratio ____%
    (not to exceed 98%)

(c) Current Market Value of Collateral    $
                                          -----------

    Loan to value ratio ______%
    (not to exceed 98%)

5.  Total Aggregate Outstanding
    Advances of

    Category I Collateral                $
                                         ------------

    Category II Collateral               $
                                         ------------

    Category III Collateral              $
                                         ------------


                                         ------------
    TOTAL (NOT TO EXCEED
    $ 10,000,000.00)                                           $
                                                               ------------



                                          AMERI-CAP MORTGAGE GROUP, INC.,
                                          AMERI-CAP MORTGAGE LENDING CORP., 
                                          AMERICAP MORTGAGE SERVICES, INC.


Dated:
       ------------------                 -------------------------------------

                                          By:
                                              ---------------------------------
                                                      Authorized Officer


                                                      (CORPORATE SEAL)









                                     - 44 -