<PAGE> 27
                                                          EXHIBIT 10.2

                       SIXTH AMENDMENT TO
                    FIRST AMENDED AND RESTATED
           WAREHOUSING CREDIT AND SECURITY AGREEMENT

     THIS SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED  WAREHOUSING CREDIT
AND SECURITY  AGREEMENT (this  "Amendment") is entered into as of this 30th
day of March 1998, by and between U.S. HOME MORTGAGE CORPORATION, a Florida
corporation (the "Company") and RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation (the "Lender").

     WHEREAS,  the Company and the Lender have entered into a single family
revolving warehouse facility with a present Commitment Amount of Sixty-Five
Million Dollars  ($65,000,000),  to finance the origination and acquisition
of Mortgage Loans as evidenced by a Third Amended and Restated  Warehousing
Promissory  Note  in  the  principal  sum  of  Sixty-Five  Million  Dollars
($65,000,000),  dated  as of June 25,  1997  (the  "Note"),  and by a First
Amended and Restated  Warehousing Credit and Security Agreement dated as of
August 31,  1995,  as the same may have been amended or  supplemented  (the
"Agreement"); and

     WHEREAS,  the Company has requested the Lender to temporarily increase
the Commitment  Amount and certain terms of the  Agreement,  and the Lender
has  agreed  to such  increase  and  amendment  subject  to the  terms  and
conditions of this Amendment.

     NOW,  THEREFORE,  for and in consideration of the foregoing and of the
mutual covenants,  agreements and conditions  hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     1. All capitalized  terms used herein and not otherwise  defined shall
have their respective meanings set forth in the Agreement.

     2. The effective date ("Effective Date") of this Amendment shall be
March 30, 1998.

     3.  Section  1.1 of the  Agreement  shall be  amended  by  adding  the
following definitions in the appropriate alphabetical order:

          "Check  Disbursement  Account"  means a  demand  deposit  account
     maintained  at the  Funding  Bank in the name of the Company and under
     the control of the Lender for the  clearing  of checks  written by the
     Company to fund Advances.

          "Wire  Disbursement  Account"  means  a  demand  deposit  account
     maintained  at the  Funding  Bank in the  name of the  Lender  for the
     clearing of wire transfers requested by the Company to fund Advances.


<PAGE> 28

     4.  Section  1.1 of the  Agreement  is hereby  amended  to delete  the
definition of  "Commitment  Amount" in its entirety and to  substitute  the
following in lieu thereof:

          "Commitment    Amount"   means    Sixty-Five    Million   Dollars
     ($65,000,000).  Notwithstanding the foregoing,  during the period from
     the  Effective  Date to and  including  May 14, 1998,  the  Commitment
     Amount  shall be  temporarily  increased  to  Eighty  Million  Dollars
     ($80,000,000).  On the first  Business Day following the expiration of
     the temporary  increase of the  Commitment  Amount,  the Company shall
     repay to the  Lender  the  amount  by which the  outstanding  Advances
     exceed the Commitment Amount.

     5.  Sections  2.2(d) and 2.2(e) of the  Agreement  shall be deleted in
their entirety and the following shall be substituted in lieu thereof:

               2.2(d) The Company  shall hold in trust for the Lender,  and
          the Company shall deliver to the Lender promptly upon request, or
          if the recorded  Collateral  Documents have not yet been returned
          from  the  recording  office,  immediately  upon  receipt  by the
          Company of such  recorded  Collateral  Documents  and the Pledged
          Mortgage is not being held by an Investor for purchase or has not
          been redeemed from pledge,  the  following:  (1) the originals of
          the  Collateral  Documents  for which  copies are  required to be
          delivered  to  the  Lender  pursuant  to  Exhibit  D-SF,  Exhibit
          D-SF/CONSTRUCTION  or Exhibit  D-UNI,  (2) the original  lender's
          ALTA Policy of Title Insurance or an equivalent thereto,  and (3)
          any other  documents  relating  to a Pledged  Mortgage  which the
          Lender may request, including, without limitation,  documentation
          evidencing the FHA Commitment to Insure or the VA Guaranty of any
          Pledged  Mortgage  which is either FHA insured or VA  guaranteed,
          the  appraisal,   Private  Mortgage  Insurance  Certificate,   if
          applicable, the Regulation Z Statement,  certificates of casualty
          or hazard insurance, credit information on the maker of each such
          Mortgage Note, a copy of a HUD-1 or corresponding purchase advice
          and other  documents of all kinds which are  customarily  desired
          for  inspection  or transfer  incidental  to the  purchase of any
          Mortgage Note by an Investor and any additional  documents  which
          are  customarily  executed by the seller of a Mortgage Note to an
          Investor.

               2.2(e)  To make an  Advance,  the  Lender  shall  cause  the
          Funding Bank to credit  either the Wire  Disbursement  Account or
          the Check  Disbursement  Account upon  compliance  by the Company
          with the terms of the Loan Documents.  The Lender shall determine
          in its sole  discretion  the method by which  Advances  and other
          amounts on deposit in the Wire Disbursement  Account or the Check
          Disbursement  Account are disbursed by the Funding Bank to or for
          the account of the Company.


<PAGE> 29

     6. Section  2.4(g) of the  Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

               2.4(g) Upon Notice to the Company,  after the occurrence and
          during the continuation of an Event of Default, the unpaid amount
          of each Advance shall bear  interest  until paid in full at a per
          annum rate of interest (the "Default Rate") equal to four percent
          (4%) in excess of the rate of interest  otherwise  applicable  to
          such Advance pursuant to any other subsection of this Section 2.4
          or, if no rate is applicable, the highest rate then applicable to
          any outstanding Advances.

     7. Sections  2.5(d),  (e), (f), (g) and (h) of the Agreement  shall be
deleted in their  entirety and the following  shall be  substituted in lieu
thereof:

               2.5(d)  The  Company  shall  pay  the  Lender,  without  the
          necessity  of prior  demand or notice  from the  Lender,  and the
          Company authorizes the Lender to cause the Funding Bank to charge
          the Company's account for, the amount of any outstanding  Advance
          against a specific Pledged Mortgage, upon the earliest occurrence
          of any of the following events:

                    (1) One (1)  Business  Day  elapses  from  the  date an
               Advance was made and the Pledged  Mortgage which was to have
               been funded by such Advance is not closed and funded.

                    (2) Ten  (10)  Business  Days  elapse  from  the date a
               Collateral   Document  was  delivered  to  the  Company  for
               correction  or  completion  under a Trust  Receipt,  without
               being returned to the Lender.

                    (3)  On  the  date  on  which  a  Pledged  Mortgage  is
               determined  to  have  been   originated   based  on  untrue,
               incomplete  or  inaccurate  information,  whether or not the
               Company had knowledge of such misrepresentation or incorrect
               information,  or the  Pledged  Mortgage is in the case of an
               Unimproved  Mortgage Loan delinquent  (without giving effect
               to any grace period) and remains  delinquent for a period of
               thirty (30) days or (ii) in all other cases,  defaulted  and
               remains in default for a period of sixty (60) days or more.

                    (4)  If  the  outstanding   Advances   against  Pledged
               Mortgages  of a  specific  Mortgage  Loan  type  exceed  the
               aggregate Purchase Commitments for such Mortgage Loan type.

                    (5)  Three  (3)  Business   Days  after  the  mandatory
               delivery  date of the related  Purchase  Commitment  and the
               specific  Pledged  Mortgage  was  not  delivered  under  the
               Purchase  Commitment prior to such mandatory  delivery date,
               or the Purchase  Commitment  is  terminated;  unless in each
               case,  such Pledged  Mortgage is eligible for delivery to an
               Investor under a comparable Purchase  Commitment  acceptable
               to the Lender.
<PAGE> 30

                    (6) Upon sale,  maturity  or other  disposition  of the
               Pledged Mortgage.

                    (7) If the  Pledged  Mortgage is included in a Mortgage
               Pool,  then,  if the Mortgage  Pool is an Eligible  Mortgage
               Pool, upon sale of the Mortgage-backed  Security,  or if the
               Mortgage Pool is not an Eligible  Mortgage Pool,  within two
               (2) Business Days after delivery of the Pledged Mortgages to
               the pool custodian.

                    (8) On the  date on which  the  Company  knows,  or has
               reason to know, or receives notice from the Lender, that one
               or more of the  representations  and warranties set forth in
               Section 5.15 were  inaccurate  or incomplete in any material
               respect on any date when made or deemed made.

                    (9) For a  Construction/Perm  Mortgage  Loan, a lien is
               filed  against the premises and not removed  within  fifteen
               (15) days of the filing,  or an inspection  report indicates
               that the  improvements  to the  premises  encumbered  by the
               Pledged  Mortgage are not being  constructed  in  accordance
               with the approved plans and specifications.

               2.5(e) Upon Notice to the Company by the Lender, the Company
          shall pay to the Lender, and the Company authorizes the Lender to
          cause the Funding  Bank to charge the  Lender's  account for, the
          amount of any  outstanding  Advance  against a  specific  Pledged
          Mortgage  upon the earliest  occurrence  of any of the  following
          events:

                    (1) For a Pledged  Mortgage,  other than an  Unimproved
               Mortgage  Loan,  with  respect  to which a longer or shorter
               period is not  prescribed  elsewhere in the Section  2.5(e),
               one  hundred  twenty  (120) days elapse from the date of the
               initial  Advance  made by the Lender  against  such  Pledged
               Mortgage,  whether or not such Pledged  Mortgage is included
               in an Eligible Mortgage Pool.

                    (2)  Forty-five  (45)  days  elapse  from  the date the
               Pledged Mortgage was delivered to an Investor or an Approved
               Custodian  for  examination  and purchase or inclusion in an
               Eligible  Mortgage Pool,  without the purchase being made or
               the Eligible  Mortgage Pool being  initially  certified,  or
               upon rejection of the Pledged Mortgage as  unsatisfactory by
               an Investor or an Approved Custodian.

                    (3) Seven (7) Business  Days elapse from the date a Wet
               Settlement Advance was made without receipt by the Lender of
               all Collateral  Documents relating to such Pledged Mortgage,
               or  such  Collateral  Documents,  upon  examination  by  the
               Lender,   are  found  not  to  be  in  compliance  with  the
               requirements  of  this  Agreement  or the  related  Purchase
               Commitment.
<PAGE> 31

                    (4) With  respect to any Pledged  Mortgage,  any of the
               items described in Section 2.2(d),  upon  examination by the
               Lender,   are  found  not  to  be  in  compliance  with  the
               requirements  of  this  Agreement  or the  related  Purchase
               Commitment.

                    (5) For a  Construction/Perm  Mortgage Loan two hundred
               seventy  (270)  days  elapse  from the  date of the  initial
               Construction Advance made by the Lender against such Pledged
               Mortgage, without such Construction/Perm Mortgage Loan being
               converted to a Permanent Mortgage Loan.  Notwithstanding the
               above,  the Company may request and the Lender may approve a
               ninety (90) day extension of the construction period for any
               Construction/Perm  Mortgage  Loan.  Within fifteen (15) days
               after the final Construction  Advance,  a  Construction/Perm
               Mortgage  Loan shall be  converted  to a Permanent  Mortgage
               Loan and the date of such final  Construction  Advance shall
               be deemed to be the initial  Advance  date of the  Permanent
               Mortgage Loan and the provisions of Section  2.5(d)(1) shall
               apply to such Permanent Mortgage Loan.

               2.5(f) The  outstanding  amount of any Advance made pursuant
          to  Section  2.2(g)  shall  be  payable  in full  within  one (1)
          Business Day after the date of such Advance.

               2.5(g) In  addition  to the  payments  required  pursuant to
          Section  2.5(d),  the Company  shall be  obligated  to pay to the
          Lender,  without the necessity of prior demand or notice from the
          Lender,  and the  Company  authorizes  the  Lender  to cause  the
          Funding  Bank to charge the  Company's  account if the  principal
          amount of (i) any Unimproved Mortgage Loan is paid or prepaid, or
          (ii) any other  Pledged  Mortgage is  prepaid,  in either case in
          whole or in part,  while an Advance is  outstanding  against such
          Pledged  Mortgage,  for the amount of such payment or prepayment,
          to be applied to such Advance.

               2.5(h)  The   Company   shall  give  Notice  to  the  Lender
          (telephonically, to be followed by written notice) of the Pledged
          Mortgages  or Pledged  Securities  for which  proceeds  have been
          received.  Upon receipt of such Notice the Advances  against such
          Pledged Mortgages or Pledged  Securities shall be repaid and such
          Pledged  Mortgages or Pledged  Securities  shall be considered to
          have been  redeemed  from pledge.  The Lender is entitled to rely
          upon  the  Company's   affirmation  that  deposits  in  the  Cash
          Collateral  Account  represent  payment  from  Investors  for the
          purchase of Pledged Mortgages or Pledged  Securities as specified
          by the  Company.  In the event that the payment  from an Investor
          for the purchase of Pledged  Mortgages or Pledged  Securities  is
          less than the outstanding Advances against such Pledged Mortgages
          or the Mortgage Loans backing Pledged  Securities,  the Lender is
          authorized  to cause the  Funding  Bank to charge  the  Company's
          account  for an  amount  equal to such  deficiency.  Provided  no
          Default or Event of Default  exists,  the Lender shall return any
          excess payment from an Investor for Pledged  Mortgages or Pledged
          Securities to the Company.
<PAGE> 32

               2.5(i) The Company may, from time to time,  prepay a portion
          of the  Advances  pursuant  to  this  Section  2.5(h)  (any  such
          prepayment is hereafter  referred to as a  "Buydown").  A Buydown
          shall not,  except as set forth below,  be deemed a prepayment of
          any particular Advances, and shall not entitle the Company to the
          release  of any  Collateral.  If a Default or an Event of Default
          has occurred and is  continuing,  the Lender shall be entitled to
          retain as additional  Collateral any portion of the Buydown which
          has been funded by the Company.  Any portion of the Buydown which
          has been  funded to the Company by its Parent  and/or  Affiliates
          shall be refunded to and at the direction of the Company.  All or
          any portion of a Buydown may be reborrowed hereunder, provided no
          Default or Event of Default has occurred and is continuing,  upon
          written  notice  to the  Lender no later  than  9:30 a.m.  on the
          Business  Day that the Company  desires to reborrow  such amount.
          The Lender shall use its best efforts to apply  Buydown to reduce
          the  interest  on  Advances  in  the  following   order:   first,
          Unimproved  Advances;   second,   Construction  Advances;  third,
          Nonconforming   Advances;   and  fourth,   Ordinary   Warehousing
          Advances;  provided,  however, that no portion of any Buydown may
          be or remain applied to Unimproved Advances unless,  after giving
          effect to such application,  the outstanding principal balance of
          the  Unimproved  Advances  (net  of the  portion  of the  Buydown
          applied  thereto)  would be greater  than or equal to Two Million
          Five  Hundred  Thousand  Dollars  ($2,500,000).  In the event the
          Lender  receives a payment of Advances that would, as a result of
          the  Buydown,  reduce the  outstanding  principal  balance of the
          Unimproved  Advances  to an  amount  less than Two  Million  Five
          Hundred  Thousand  Dollars   ($2,500,000),   or  the  outstanding
          principal  balance of the other  Advances  to an amount less than
          zero,  unless an Event of  Default  shall  have  occurred  and be
          continuing,  the  Buydowns,  or a portion  thereof  equal to such
          excess, shall be re-advanced to the Company.

     8. Section  3.2(d) of the  Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

               3.2(d) The  Lender  shall  have the  exclusive  right to the
          possession  of  the  Pledged   Securities   or,  if  the  Pledged
          Securities   are   issued  in   book-entry   form  or  issued  in
          certificated  form and  delivered to a clearing  corporation  (as
          such term is defined in the Uniform Commercial Code of Minnesota)
          or its  nominee,  the  Lender  shall  have the  right to have the
          Pledged  Securities  registered  in  the  name  of  a  securities
          intermediary  (as such term is defined in the Uniform  Commercial
          Code  of  Minnesota)  in  an  account  containing  only  customer
          securities  and credited to an account of the Lender.  The Lender
          shall have the right to cause delivery of the Pledged  Securities
          to be made to the Investor or the Pledged Securities  credited to

<PAGE> 33

          the  account of the  Investor  or the  Investor's  designee  only
          against  payment  therefor.  The  Company  acknowledges  that the
          Lender  may enter  into one or more  standing  arrangements  with
          other financial  institutions with respect to Pledged  Securities
          issued in book  entry  form or issued  in  certificated  form and
          delivered  to a  clearing  corporation,  pursuant  to which  such
          Pledged  Securities  are registered in the name of such financial
          institution,  as agent or securities intermediary for the Lender,
          and the Company  agrees upon request of the Lender to execute and
          deliver  to  such  other  financial  institutions  the  Company's
          written concurrence in any such standing arrangements.

     9. The Third  Amended  and  Restated  Warehousing  Promissory  Note is
amended and restated in its entirety as set forth in the Fourth Amended and
Restated  Warehousing  Promissory Note, in the form of Exhibit A-1 attached
to this Amendment. All references in this Amendment and in the Agreement to
the  Warehousing  Promissory  Note  shall be  deemed  to refer to the Third
Amended and Restated  Warehousing  Promissory  Note delivered in connection
with this Amendment.

     10. The Company shall  deliver to the Lender (a) an executed  original
of this  Amendment;  (b) an  executed  original  of the Fourth  Amended and
Restated  Warehousing  Promissory Note; (c) a Certificate of Secretary with
Corporate Resolutions; and (d) a Two Hundred
Fifty Dollar ($250) document production fee.

     11. The Company represents,  warrants and agrees that (a) there exists
no  Default  or Event of  Default  under the Loan  Documents,  (b) the Loan
Documents  continue  to be the  legal,  valid and  binding  agreements  and
obligations of the Company  enforceable in accordance  with their terms, as
modified  herein,  (c) the Lender is not in  default  under any of the Loan
Documents  and the Company has no offset or defense to its  performance  or
obligations  under  any of the  Loan  Documents,  (d)  the  representations
contained in the Loan  Documents  remain true and accurate in all respects,
and (e)  there  has  been  no  material  adverse  change  in the  financial
condition of the Company from the date of the Agreement to the date of this
Amendment.

     12. Except as hereby expressly modified, the Agreement shall otherwise
be  unchanged  and shall  remain in full force and effect,  and the Company
ratifies and reaffirms all of its obligations thereunder.

     13. This Amendment may be executed in any number of  counterparts  and
by the different  parties  hereto on separate  counterparts,  each of which
when so executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.


<PAGE> 34

     IN WITNESS  WHEREOF,  the  Company  and the Lender  have  caused  this
Amendment  to be duly  executed  on their  behalf by their duly  authorized
officers as of the day and year above written.

                       U.S. HOME MORTGAGE CORPORATION

                              By:  /s/ Chester P. Sadowski
                                   -------------------------
                                   Chester P. Sadowski
                              Its: Vice President

                              RESIDENTIAL FUNDING CORPORATION,
                           a Delaware corporation

                              By:  /s/ Jim Clapp
                                   --------------------------
                                   Jim Clapp
                              Its: Director

STATE OF Texas)
                         ) ss
COUNTY OF Harris )

     On  April 2, 1998, before  me, a  Notary  Public, personally appeared,
Chester P. Sadowski, the Vice President of  U.S. HOME MORTGAGE CORPORATION,
a Florida corporation, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose  name is subscribed to the
within instrument and acknowledged to me that  he/she  executed the same in
his/her authorized capacity, and that by his/her signature on the instrument
the person, or the entity upon behalf of  which the  person acted, executed
the instrument.

     WITNESS my hand and official seal.


                              /s/ Donna Monroe
                                  ----------------------------
                                  Donna Monroe
                                  Notary Public
  (SEAL)                          My Commission Expires: 3/26/99



<PAGE> 35

STATE OF Maryland)
                         ) ss
COUNTY OF  Montgomery )

     On  April 7, 1998,  before  me, a  Notary  Public,  personally  appeared
Jim Clapp, the  Director  of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware
corporation, personally  known  to  me  (or  proved  to  me  on  the basis of
satisfactory evidence) to  be  the  person  whose  name  is subscribed to the
within instrument and  acknowledged to me that  he/she  executed  the same in
his/her authorized capacity, and that by his/her signature on the  instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.
                              /s/ S. Von Dem Hagen
                              ------------------------------
                              S. von dem Hagen
                              Notary Public
  (SEAL)                      My Commission Expires: 10/15/01



<PAGE> 36

                                                       EXHIBIT A-1

     FOURTH AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE

$80,000,000                                 Date:  March 30, 1998

     FOR VALUE RECEIVED, the undersigned, U.S. HOME MORTGAGE CORPORATION, a
Florida corporation,  (herein called the "Company"), hereby promises to pay
to the order of RESIDENTIAL  FUNDING  CORPORATION,  a Delaware  corporation
(the "Lender" or,  together with its successors and assigns,  the "Holder")
whose principal place of business is 8400 Normandale Lake Blvd., Suite 600,
Minneapolis,  Minnesota  55437,  or at such  other  place as the Holder may
designate from time to time,  the principal sum of Eighty  Million  Dollars
($80,000,000)  or so much thereof as may be  outstanding  from time to time
pursuant to the First Amended and Restated  Warehousing Credit and Security
Agreement  described  below,  and to pay interest on said  principal sum or
such part thereof as shall remain  unpaid from time to time,  from the date
of each Advance  until  repaid in full,  and all other fees and charges due
under  the  Agreement,  at the  rate  and at the  times  set  forth  in the
Agreement.  All  payments  hereunder  shall be made in lawful  money of the
United States and in immediately available funds.

     This Note is given to  evidence  an actual  warehouse  facility in the
above amount and is the  Warehousing  Promissory  Note  referred to in that
certain  First  Amended  and  Restated   Warehousing  Credit  and  Security
Agreement (the "Agreement")  dated August 31, 1995, between the Company and
the Lender,  as the same may be amended or supplemented  from time to time,
and is entitled to the  benefits  thereof.  Reference is hereby made to the
Agreement (which is incorporated  herein by reference as fully and with the
same  effect as if set forth  herein at length)  for a  description  of the
Collateral, a statement of the covenants and agreements, a statement of the
rights and  remedies  and  securities  afforded  thereby and other  matters
contained therein.  Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Agreement.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that certain Third Amended and Restated  Warehousing  Promissory Note dated
June 25, 1997, and issued by the Company to evidence its Obligations  under
the Agreement (the "Existing Note").  All amounts owed by the Company under
the Existing Note  (including,  without  limitation,  the unpaid  principal
thereunder,  interest accrued thereon and fees accrued under the Agreement,
whether  or not yet due and  owing)  as of the date  hereof,  shall be owed
hereunder.


<PAGE> 37

     This  Note may be  prepaid  in  whole  or in part at any time  without
premium or penalty.

     Should this Note be placed in the hands of attorneys  for  collection,
the Company agrees to pay, in addition to principal and interest,  fees and
charges due under the Agreement, any and all costs of collecting this Note,
including reasonable attorneys' fees and expenses.

     The Company hereby waives demand, notice, protest and presentment.

     This Note shall be construed and enforced in accordance  with the laws
of the State of Minnesota, without reference to its principles of conflicts
of law.

     IN WITNESS  WHEREOF,  the Company has executed this Note as of the day
and year first above written.


                       U.S. HOME MORTGAGE CORPORATION


                              By:  /s/ Chester P. Sadowski
                                   -----------------------
                                   Chester P. Sadowski
                              Its: Vice President


STATE OF Texas )
                         ) ss
COUNTY OF Harris)

     On  April 2, 1998, before  me, a  Notary  Public, personally  appeared
Chester P. Sadowski, the  Vice President of U.S. HOME MORTGAGE CORPORATION,
a  Florida  corporation, personally  known  to me (or  proved  to me on the
basis of satisfactory evidence) to be the person  whose  name is subscribed
to the  within instrument and  acknowledged to  me that he/she executed the
same in his/her authorized capacity,  and that  by his/her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

     WITNESS my hand and official seal.

                              /s/ Donna Monroe
                              --------------------------------
                              Donna Monroe
                              Notary Public
  (SEAL)                      My Commission Expires: 03/26/99