EXHIBIT 10.27

                                SECOND AMENDMENT

         THIS SECOND AMENDMENT (this "Amendment"),  dated as of December 7, 1998
is by and among  RESORTQUEST  INTERNATIONAL,  INC., a Delaware  corporation (the
"Borrower"),  those Subsidiaries of the Borrower as may from time to time become
a party  thereto  (collectively  the  "Guarantors"),  THE PERSONS  IDENTIFIED AS
"EXISTING LENDERS" ON THE SIGNATURE PAGES HERETO (the "Existing  Lenders"),  THE
PERSONS  IDENTIFIED  AS "NEW  LENDERS" ON THE  SIGNATURE  PAGES HERETO (the "New
Lenders"  and,  together  with the  Existing  Lender,  the  "Lenders"),  SOCIETE
GENERALE,  as Co-Agent and NATIONSBANK,  N.A., a national banking association as
Agent for the Lenders (the "Agent").

                              W I T N E S S E T H:

         WHEREAS,  pursuant to the Credit Agreement dated as of May 26, 1998 (as
amended by a letter agreement (the "First  Amendment") dated as of September 30,
1998, the "Existing Credit Agreement"),  among the Borrower, the Guarantors, the
Existing Lenders and the Agent,  the Existing Lenders have extended  commitments
to make certain credit facilities available to the Borrower; and

         WHEREAS,  the parties  hereto have agreed to amend the Existing  Credit
Agreement as set forth herein;

         NOW,  THEREFORE,  in consideration of the agreements  herein contained,
the parties hereby agree as follows:

                                     PART I
                                   DEFINITIONS

              SUBPART 1.1. Certain Definitions.  Unless otherwise defined herein
         or the context  otherwise  requires,  the following  terms used in this
         Amendment,  including  its preamble and  recitals,  have the  following
         meanings:

                  "Amended Credit Agreement" means the Existing Credit Agreement
              as amended by the Second Amendment.

                  "Amendment Effective Date" is defined in Subpart 3.1.

              SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
         the context otherwise requires, terms used in this Amendment, including
         its preamble and  recitals,  have the meanings  provided in the Amended
         Credit Agreement.

              
<PAGE>

                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing  Credit  Agreement is hereby amended in accordance  with this
Part II. Except as so amended,  the Existing Credit  Agreement shall continue in
full force and effect.

              SUBPART 2.1.  Amendment  to First  WHEREAS  Paragraph.  The  first
         WHEREAS  paragraph  on page 1 is amended by deleting  the  reference to
         "$30,000,000" contained therein with a reference to "$55,000,000".

              SUBPART 2.2.  Amendment to Section 1. The  definition  of "Lender"
         contained  in  Section  1.1 is  amended  in its  entirety  so that such
         definition now reads as follows:

                  "Lender" means any of the Persons  identified as a "Lender" on
              the signature  pages hereto or any of the Persons  identified as a
              "New Lender" on the signature pages of the Second  Amendment,  and
              any  Person  which  may  become a Lender by way of  assignment  in
              accordance with the terms hereof,  together with their  successors
              and permitted assigns.

              SUBPART 2.3.  Additional  Amendment  to Section  1.1.  Subsections
         (iv),  (v) and (vi) of the  definition  of "Permitted  Acquisition"  in
         Section 1.1 are amended in their entirety so that such  subsections now
         read as follows:

                  (iv) the  Borrower  shall  have  delivered  to the Agent a Pro
              Forma  Compliance  Certificate  demonstrating  that,  upon  giving
              effect to the Acquisition on a Pro Forma Basis, the Credit Parties
              will be in  compliance  with  all of the  covenants  set  forth in
              Section 7.11,  and the Borrower shall have delivered to the Lender
              a certificate  that,  upon giving effect to the  Acquisition,  the
              Borrower shall have liquidity (i.e.  unused  availability of Loans
              plus cash and Cash  Equivalents) of at least  $5,000,000,  (v) the
              aggregate    consideration    (including    cash   and    non-cash
              consideration)  and any assumption of liabilities for (A) all such
              Acquisitions  occurring  during any calendar year shall not exceed
              $75,000,000 (computed on a non-cumulative basis except that unused
              amounts  during any such  calendar year up to  $25,000,000  may be
              carried  forward to the next  calendar  year),  and (B) any single
              Acquisition  occurring after the Closing Date shall not exceed 20%
              of   Consolidated   Net   Worth  and  (vi)  the   aggregate   cash
              consideration for (A) all such  Acquisitions  occurring during any
              calendar  year  shall  not  exceed  $40,000,000   (computed  on  a
              non-cumulative  basis except that unused  amounts  during any such
              calendar year up to $10,000,000 may be carried forward to the next
              calendar year) and (B) for any single Acquisition  occurring after
              the Closing Date shall not exceed 10% of Consolidated Net Worth.

                                      -2-
<PAGE>

              SUBPART 2.4.  Additional  Amendment to Section 1.1. Section 1.1 is
         amended by adding the following definition of "Second Amendment" in the
         appropriate alphabetical order:

                  "Second Amendment" means that certain Second Amendment,  dated
              as of December 7, 1998, amending the Existing Credit Agreement.

              SUBPART 2.5.  Additional  Amendment to Section 1.1. The definition
         of "Revolving Committed Amount" is amended in its entirety so that such
         definition now reads as follows:

                  "Revolving  Committed Amount" means FIFTY-FIVE MILLION DOLLARS
              ($55,000,000)  or such lesser  amount as the  Revolving  Committed
              Amount may be reduced pursuant to Section 3.4.

              SUBPART 2.6.  Additional  Amendment to Section 1.1. The definition
         of "Swingline  Loan" is amended in its entirety so that such definition
         now reads as follows:

                  "Swingline  Loan" shall have the meaning assigned to such term
              in Section 2.3(a).

              SUBPART 2.7.  Amendment  to Section  7.11(c).  Section  7.11(c) is
         amended in its entirety so that such Section now reads as follows:

                  (c)  Consolidated Net Worth. At all times the Consolidated Net
              Worth of the  Consolidated  Parties shall be greater than or equal
              to the sum of $90,000,000,  increased on a cumulative  basis as of
              the  end of  each  fiscal  quarter  of the  Consolidated  Parties,
              commencing  with the fiscal quarter ending December 31, 1998 by an
              amount  equal to 75% of  Consolidated  Net  Income  (to the extent
              positive)  for the fiscal  quarter then ended plus 100% of the Net
              Cash Proceeds from any Equity Issuance occurring after the Closing
              Date.

              SUBPART 2.8.  Amendment to Section 8.1.  Section 8.1 is amended by
         adding  the  following   subsection  (f)  and  making  the  appropriate
         grammatical changes:

                  (f) any Indebtedness  (the  "Replacement  Indebtedness")  that
              refinances or replaces the Indebtedness of Abbott Realty Services,
              Inc. set forth on Schedule 8.1 (the "Abbott Indebtedness") and any
              Guaranty  Obligations  of the  Borrower  in  connection  with  the
              Replacement Indebtedness;  provided,  however, (i) the Replacement
              Indebtedness  must be on terms no less  favorable to Abbott Realty
              Services,  Inc. as the terms of the Abbott Indebtedness,  (ii) the
              principal amount of the Replacement  Indebtedness shall not exceed
              the  aggregate  principal  amount of the Abbott  Indebtedness  and
              (iii) the collateral  securing the Replacement  




                                      -3-
<PAGE>

              Indebtedness  shall  be  the  same  collateral  (unless  any  such
              collateral is released) that secures the Abbott Indebtedness.

              SUBPART 2.9. Amendment to Section 10.7. Section 10.7 is amended by
         adding the following paragraph at the end of such Section:

                  Societe Generale,  in its capacity as Co-Agent,  shall have no
              duties or obligations  whatsoever  under this Credit  Agreement or
              any of the other Credit Documents.

              SUBPART 2.10.  Amendment to Section 11.3(b). The last paragraph of
         Section  11.3(b) is amended in its entirety so that such  paragraph now
         reads as follows:

              Upon  execution,  delivery,  and acceptance of such Assignment and
              Acceptance,  the assignee  thereunder shall be a party hereto and,
              to the extent of such assignment,  have the  obligations,  rights,
              and benefits of a Lender hereunder and the assigning Lender shall,
              to the extent of such  assignment,  relinquish  its rights (except
              for any indemnification rights which by the terms hereof expressly
              survive the  repayment  of the Loans,  LOC  Obligations  and other
              obligations  under the Credit Documents and the termination of the
              Commitments  hereunder) and be released from its obligations under
              this Credit  Agreement.  Upon the  consummation  of any assignment
              pursuant to this Section 11.3(b), the assignor,  the Agent and the
              Borrower shall make appropriate arrangements so that, if required,
              new  Revolving  Notes are issued to the assignor and the assignee.
              If the assignee is not  incorporated  under the laws of the United
              States of  America  or a state  thereof,  it shall  deliver to the
              Borrower  and  the  Agent   certification  as  to  exemption  from
              deduction or withholding of Taxes in accordance with Section 3.11.

              SUBPART 2.11.  Amendment to Section  11.6(d).  Section  11.6(d) is
         amended in its entirety so that such Section now reads as follows:

                  (d) without the consent of the Swingline  Lender, no provision
              of Section 2.3 may be amended; and

              SUBPART 2.12.  Additional  Amendment to Section 11.6. Section 11.6
         is  amended  by  adding  the  following  paragraph  at the  end of such
         Section:

                  Notwithstanding the foregoing provisions of this Section 11.6,
              this Credit  Agreement and the Credit  Documents may be amended to
              increase  the  Revolving  Committed  Amount  from  $55,000,000  to
              $100,000,000  with the consent of the Agent,  the Borrower and the
              Lender or  Lenders  (including  any new  Lenders)  providing  such
              increased amount; provided,  however, under no circumstances shall
              the  Commitment of any Lender be increased  without the consent of
              such Lender.

                                      -4-
<PAGE>

              SUBPART 2.13. Amendment to Schedule 2.1(a). Schedule 2.1(a) of the
         Existing  Credit  Agreement is hereby deleted in its entirety and a new
         schedule in the form of Schedule  2.1(a) attached hereto is substituted
         therefor.  Upon the Amendment Effective Date, the Persons identified as
         "New  Lenders" on the  signature  pages to the Second  Amendment  shall
         become  parties  to the  Amended  Credit  Agreement  and shall have the
         rights and  obligations  of the Lenders  thereunder and under the other
         Credit Documents.

              SUBPART 2.14. Amendments to Schedules 6.12, 6.16, 6.19(a), 7.6 and
         8.1. Schedule 6.12, Schedule 6.16,  Schedule 6.19(a),  Schedule 7.6 and
         Schedule 8.1 of the Existing  Credit  Agreement  are hereby  deleted in
         their entirety and new schedules in the form of Schedule 6.12, Schedule
         6.16,  Schedule 6.19(a),  Schedule 7.6 and Schedule 8.1 attached hereto
         are substituted therefor.

                                    PART III
                           CONDITIONS TO EFFECTIVENESS

              SUBPART 3.1. Amendment Effective Date. This Amendment shall be and
         become effective as of the date hereof (the "Amendment Effective Date")
         when all of the  conditions  set forth in this Part III shall have been
         satisfied,  and thereafter  this Amendment  shall be known,  and may be
         referred to, as the "Second Amendment."

              SUBPART 3.2.  Execution of  Counterparts  of Amendment.  The Agent
         shall have  received  counterparts  (or other  evidence  of  execution,
         including  telephonic  message,  satisfactory  to the  Agent)  of  this
         Amendment,  which  collectively shall have been duly executed on behalf
         of each of the Borrower,  the Guarantors,  the Agent,  the Co-Agent and
         the Lenders.

              SUBPART  3.3.  Execution  and  Delivery of New Notes.  Each Lender
         shall have  received a new Note or Notes,  as the case may be,  each in
         the principal amount of its respective Commitments and duly executed on
         behalf of the Borrower.

              SUBPART 3.4.  Authority.  The Agent shall have received  copies of
         resolutions  of the Board of Directors of the  Borrower  approving  and
         adopting  this  Amendment,  the  transactions  contemplated  herein and
         authorizing execution and delivery hereof,  certified by a secretary or
         assistant secretary of the Borrower to be true and correct and in force
         and effect as of the date hereof.

                                      -5-
<PAGE>

                                     PART IV
                                  MISCELLANEOUS

              SUBPART 4.1. Cross-References. References in this Amendment to any
         Part or  Subpart  are,  unless  otherwise  specified,  to such  Part or
         Subpart of this Amendment.

              SUBPART 4.2.  Instrument  Pursuant to Existing  Credit  Agreement.
         This Amendment is a Credit Document  executed  pursuant to the Existing
         Credit  Agreement  and  shall  (unless  otherwise  expressly  indicated
         therein) be construed,  administered and applied in accordance with the
         terms and provisions of the Existing Credit Agreement.

              SUBPART 4.3. References in Other Credit Documents. At such time as
         this Amendment shall become effective  pursuant to the terms of Subpart
         3.1, all references in the Existing Credit Agreement to the "Agreement"
         and  all  references  in the  other  Credit  Documents  to the  "Credit
         Agreement" shall be deemed to refer to the Existing Credit Agreement as
         amended by this Amendment.

              SUBPART 4.4.  Representations and Warranties of the Borrower.  The
         Borrower  hereby  represents  and  warrants  that  (a)  the  conditions
         precedent  to the initial  Loans were  satisfied as of the Closing Date
         (assuming satisfaction or waiver, if applicable, of all requirements in
         such  conditions  that an item be in form and/or  substance  reasonably
         satisfactory  to the Agent or any  Lenders  or that any event or action
         have been completed or performed to the reasonable  satisfaction of the
         Agent or any Lenders), (b) the representations and warranties contained
         in Section 6 of the Existing Credit  Agreement (as amended by the First
         Amendment and by this  Amendment) are correct in all material  respects
         on and as of the date hereof (except for those which  expressly  relate
         to an  earlier  date) as  though  made on and as of such date and after
         giving effect to the amendments  contained herein and (c) no Default or
         Event of Default exists under the Existing  Credit  Agreement on and as
         of the date hereof and after giving effect to the amendments  contained
         herein.

              SUBPART 4.5.  Counterparts.  This Amendment may be executed by the
         parties hereto in several  counterparts,  each of which shall be deemed
         to be an original  and all of which shall  constitute  together but one
         and the same agreement.

              SUBPART 4.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
         CONTRACT  MADE UNDER AND GOVERNED BY THE INTERNAL  LAWS OF THE STATE OF
         NORTH CAROLINA  WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
         THEREOF.



                                      -6-
<PAGE>

              SUBPART 4.7.  Successors  and  Assigns.  This  Amendment  shall be
         binding  upon and inure to the benefit of the parties  hereto and their
         respective successors and assigns.

         [The remainder of this page has been left blank intentionally]


                                      -7-
<PAGE>


         Each of the parties  hereto has caused a counterpart  of this Amendment
to be duly executed and delivered as of the date first above written.

BORROWER:                           RESORTQUEST INTERNATIONAL, INC.
                                    a Delaware corporation

                                    By: /s/ John K. Lines
                                       -----------------------------------------
                                    Name:  John K. Lines
                                         ---------------------------------------
                                    Title: Sr. VP & Secretary & General Counsel
                                          --------------------------------------


GUARANTORS:                         FIRST RESORT SOFTWARE, INC.,
                                    a Colorado corporation

                                    By: /s/ John K. Lines
                                       -----------------------------------------
                                    Name:  John K. Lines
                                         ---------------------------------------
                                    Title: Sr. VP & Secretary 
                                          --------------------------------------

                                    B&B ON THE BEACH, INC.,
                                    a North Carolina corporation

                                    By: /s/ John K. Lines
                                       -----------------------------------------
                                    Name:  John K. Lines
                                         ---------------------------------------
                                    Title: Sr. VP & Secretary 
                                          --------------------------------------

                                    BRINDLEY & BRINDLEY REALTY &
                                    DEVELOPMENT, INC., a North Carolina 
                                    corporation

                                    By: /s/ John K. Lines
                                       -----------------------------------------
                                    Name:  John K. Lines
                                         ---------------------------------------
                                    Title: Sr. VP & Secretary 
                                          --------------------------------------


<PAGE>



                                    COASTAL RESORTS REALTY L.L.C.,
                                    a Delaware limited liability company

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    COASTAL RESORTS MANAGEMENT, INC.,
                                    a Delaware corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    COLLECTION OF FINE PROPERTIES, INC.,
                                    a Colorado corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    TEN MILE HOLDINGS, LTD.,
                                    a Colorado corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    HOTEL CORPORATION OF THE PACIFIC, INC.,
                                    a Hawaii corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


<PAGE>



                                    HOUSTON AND O'LEARY COMPANY,
                                    a Colorado corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    MAUI CONDOMINIUM & HOME REALTY, INC.,
                                    a Hawaii corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    THE MAURY PEOPLE, INC.,
                                    a Massachusetts corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    HOWEY ACQUISITION, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    REALTY CONSULTANTS, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


<PAGE>



                                    RESORT PROPERTY MANAGEMENT, INC.,
                                    a Utah corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    TELLURIDE RESORT ACCOMMODATIONS, INC.,
                                    a Colorado corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    TRUPP-HODNETT ENTERPRISES, INC.,
                                    a Georgia corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    THE MANAGEMENT COMPANY,
                                    a Georgia corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    WHISTLER CHALETS LIMITED,
                                    a British Columbia corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


<PAGE>


                                    ABBOTT & ANDREWS REALTY, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    ABBOTT REALTY SERVICES, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    ABBOTT RESORTS, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    PLANTATION RESORT MANAGEMENT, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


                                    TOPS'L SALES GROUP, INC.,
                                    a Florida corporation

                                    By: /s/ John K. Lines
                                       --------------------------------
                                    Name:  John K. Lines
                                         ------------------------------
                                    Title: Sr. VP & Secretary 
                                          -----------------------------


<PAGE>



EXISTING LENDERS:                   NATIONSBANK, N. A.,
                                    individually in its capacity as a
                                    Lender and in its capacity as Agent

                                    By: /s/ Richard G. Parkhurst, Jr.
                                       ------------------------------
                                    Name:   Richard G. Parkhurst, Jr.
                                         ----------------------------
                                    Title:  Senior Vice President
                                          ---------------------------


                                    FIRST TENNESSEE BANK NATIONAL
                                    ASSOCIATION

                                    By: 
                                       -----------------------------
                                    Name:                                       
                                         ---------------------------
                                    Title:                                      
                                          --------------------------


NEW LENDERS:                        SOCIETE GENERALE,
                                    individually in its capacity as a
                                    Lender and in its capacity as Co-Agent

                                    By: /s/ Maureen E. Kelly
                                       -----------------------------
                                    Name:   Maureen E. Kelly
                                         ---------------------------
                                    Title:  Director
                                          --------------------------


                                    UNION PLANTERS BANK, N.A.

                                    By: /s/ Victoria E. [illegible]
                                       -----------------------------
                                    Name:   Victoria E. [illegible]
                                         ---------------------------
                                    Title:  Vice President
                                          --------------------------


<PAGE>

                                 SCHEDULE 2.1(a)

--------------------------------------------------------------------------------
Lender                                                     Revolving Commitment
--------------------------------------------------------------------------------
NationsBank, N.A.                                               $25,000,000
Independence Center, 15th Floor
NC1-001-15-04
101 North Tryon Street
Charlotte, North Carolina  28255
Attn:    Agency Services
--------------------------------------------------------------------------------
Societe Generale                                                $20,000,000
One Montgomery St., Suite 3220
San Francisco, CA  94104
Attn:    Mary Brickley (Credit Contact)


Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, CA  90067
Attn:    Doris Yun (Operations Contact)

--------------------------------------------------------------------------------
First Tennessee Bank National Association                       $5,000,000
National Department
165 Madison Avenue
Memphis, TN  38103
Attn:    Jim Moore

--------------------------------------------------------------------------------
Union Planters Bank, N.A.                                       $5,000,000
6200 Poplar Avenue
4th Floor
Memphis, TN  38119

--------------------------------------------------------------------------------
Totals:                                                         $55,000,000
--------------------------------------------------------------------------------