GREATER ATLANTIC BANK
                     CORPORATE REVOLVING CREDIT FACILITY TO

                           HARBOURTON FINANCIAL CORP.

                          CREDIT AND SECURITY AGREEMENT

                                  $2,000,000.00


                          Dated Effective May 11, 2000



                                       1
<PAGE>






                          CREDIT AND SECURITY AGREEMENT


         THIS  AGREEMENT,  dated as of the  Agreement  Date  between  HARBOURTON
FINANCIAL CORP., a Delaware  corporation with offices at: 8180 Greensboro Drive,
Suite 525,  McLean,  VA 22102 (the  "Borrower"),  and GREATER  ATLANTIC  BANK, a
federally  chartered  financial  institution,  with offices at: 10700  Parkridge
Boulevard, Suite 450, Reston, Virginia 20191 ("Lender"), evidences:

                                  INTRODUCTION

         Borrower  shall use the proceeds of the Credit to provide  financing to
others,  and for such other  purposes  as may be approved by Lender from time to
time, including general corporate purposes.

                             ARTICLE I. DEFINITIONS

         Capitalized  terms used in this  Agreement  and not  otherwise  defined
shall have the meanings set forth below:

         Advance: A disbursement of a portion of the Credit; see Section 2.1
         -------

         Agreement Date: May 11, 2000.
         --------------

         Business Day:  A day upon which Lender is open for the transaction of
         business.
         ------------

         Collateral:  As defined in Section 4.1.
         ----------

         Credit:  TWO MILLION AND NO/100 U.S. DOLLARS ($2,000,000.00).
         ------

         Credit Agreement:  This Agreement.
         ----------------

         Credit  Note:  The  Borrower's  Promissory  Note  to  Lender  dated
         as of the  Agreement  Date,  and  all
         replacements, modifications, extensions and renewals thereof.

         Event of Default:  As defined in Article VII.
         ----------------

     GAAP: Those generally  accepted  accounting  principles and practices which
are from time to time recognized as such by the Financial  Accounting  Standards
Board (or any generally recognized successor).

         Maturity Date: May 11, 2001 or such earlier date as is provided for
         in this Agreement.
         -------------

         Lender:  Includes Lender, its successors, assigns and/or its agents,
         if any.
         ------

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<PAGE>

         Security Interest:  The security interest granted by the Borrower to
         Lender in the Collateral.
         -----------------

         Subsidiary:  Any  corporation of which at least 50% of the voting stock
is  owned  by  the  Borrower  directly,   or  indirectly  through  one  or  more
Subsidiaries.  If the  Borrower  has no  Subsidiaries,  the  provisions  of this
Agreement relating to Subsidiaries shall be inapplicable,  without affecting the
applicability of such provisions to the Borrower alone.

                             ARTICLE II. THE CREDIT

2.1 Agreement to Lend.  Lender agrees on the terms and conditions and relying on
the representations and warranties set forth herein to lend to the Borrower, and
the  Borrower  agrees to borrow  from  Lender,  up to the amount of the  Credit.
Individual  Advances of the Credit shall be made as requested by the Borrower in
writing and on such forms as may be approved by Lender. Individual Advances will
be funded by Lender  within  three (3)  business  days of  receipt  by Lender of
Borrower's  written  request  for  funds  provided  that  the  Borrower  and its
inspector (if  applicable)  has approved the individual  Advance and Borrower is
not in  default.  Evidence of both  Borrower's  and its  designated  inspector's
approval (if  applicable)  shall accompany each funding  request.  The aggregate
amount of all  Advances  shall not exceed the Credit.  Following  repayments  of
Advances,  Lender  will make  re-advances  under the same terms and  conditions,
provided  that Advances  outstanding  at any time shall not exceed the amount of
the Credit.  The Credit will be evidenced  by the Credit  Note.  Notwithstanding
anything in this  Section to the  contrary,  at no time shall the Credit  exceed
thirty-five  percent  (35%) of the net worth of Borrower as determined by Lender
from time to time, but not more frequently  than  quarterly,  in accordance with
GAAP.

2.2 Term.  This  Agreement  will be in effect until the  Maturity  Date when all
amounts  outstanding  hereunder  and  under  the  Credit  Note  shall be due and
payable.

         2.3  Repayment  of the Credit.  Interest on the  outstanding  principal
balance of the Credit at the rate  required  in the Credit Note shall be payable
by the  Borrower to Lender on the first day of each  calendar  month during Term
hereof,  and on the  date the  Credit  is paid in full.  A late  charge  of five
percent (5%) of payments received more than fifteen (15) days past due will also
be payable in accordance with the terms of the Credit Note.

                       ARTICLE III. CONDITIONS TO ADVANCES

3.1      Initial  Advance.  Lender's  obligation  to  make  the  initial
 Advance,  and the  effectiveness  of this
Agreement, are conditioned upon the fulfillment of the following conditions:

                  A.       The Borrower shall have duly executed and delivered


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<PAGE>

                  to Lender:

(1) This Agreement;

(2) The Credit Note;

(3) A  copy,  certified  by  the  Secretary  or an  Assistant  Secretary  of the
Borrower,of the resolution of the Borrower's Board of Directors  authorizing the
execution,  delivery and performance of this Agreement,  the Credit Note and all
related documents.

                  B.       Lender shall have received:

(1) A copy of the Borrower's  articles of incorporation and the Borrower's filed
certificate of incorporation;

(2) A copy of the most-current by-laws of the Borrower;

(3) A  certificate  of the  Secretary  of State of the  state of the  Borrower's
incorporation as to the existence and good standing of the Borrower;

(4) Evidence of the insurance coverages required by Section 6.4 hereof.

         The  documents  referenced  in (1) and (2)  above  may not be  modified
without the prior written consent of Lender.

3.2 Conditions to Subsequent  Advances.  All future Advances shall be subject to
compliance  with the  requirements  of Article II hereof and to such updating of
the  certificates  and  opinions  referred  to in  Section  3.1  as  Lender  may
reasonably require from time to time.


                         ARTICLE IV. SECURITY AGREEMENT

4.1 Grant of Security Interest. This Agreement constitutes a security agreement.
The following shall constitute collateral security for the repayment of all sums
which may become due under the Credit Note or this Agreement:  (i) an assignment
of the Borrower's  right to receive  proceeds,  collections,  and repayments by,
through or  relating  to notes,  participation  agreements,  and any  instrument
evidencing an indebtedness of a third party as to which the Borrower is entitled
to payments:  (ii) that certain note  evidencing an  indebtedness of ONE MILLION
FOUR HUNDRED SEVENTY THOUSAND DOLLARS  ($1,470,000) from PS/SE Ballantine Farms,
LLC to the Borrower and (iii) that certain note  evidencing an  indebtedness  of
ONE  MILLION  SIX  HUNDRED  THOUSAND  DOLLARS  ($1,600,000.00)  from Bolin Creek
Investments  to  the  Borrower  (the  aforementioned   notes  being  hereinafter
collectively  referred  to  as  the  "Collateral  Notes  ")  together  with  all
modifications,amendments,renewals,     and     substitutions     thereof    (the
"Colllateral").

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<PAGE>

Notwithstanding  anything in this Section to the contrary,  Lender hereby grants
to  Borrower  the right to sell  participations  in the Bolin  Creek  Note in an
amount not to exceed fifty percent (50%) of the Borrower's interest in the Bolin
Creek Note.  The Lender  shall,  upon request  from  Borrower,  prompty  execute
documentation eveidencing Lender's consent to sell such participation interests,
notwithstanding   the  fract  that  the  Lender   intends   its  conseny  to  be
self-operative.


         4.2      Rights of Lender.
                  ----------------

A. With  respect  to the  Collateral  Notes,  Lender  shall have the rights of a
secured party under the Uniform  Commercial Code as enacted in the  Commonwealth
of Virginia.

B. Except as expressly  permitted in Section 4.1 above,  the Borrower  shall not
have the right to modify,  delete,  or waive any material term of the Collateral
Notes without Lender's prior consent.

C. From the Agreement  Date up to and including the Maturity Date, no additional
financing by another lender shall be secured by the Collateral without the prior
written consent of the Lender.

         4.3      Income from and Interest on Collateral.
                  --------------------------------------

                  A. Until the  occurrence of an Event of Default,  the Borrower
reserves the right to receive all income from or interest on the Collateral Note
and all  revenue  from the End Loan  Proceeds  and if Lender  receives  any such
revenue, income or interest prior to such Event of Default, Lender shall pay the
same promptly to the Borrower.

                  B. Upon the  occurrence  of an Event of Default,  the Borrower
will not demand or receive any income from or interest on such  Collateral  Note
or any revenue from the End Loan Proceeds, and if the Borrower receives any such
income,  revenue or interest without any demand by it, same shall be held by the
Borrower in trust for Lender in the same medium in which received,  shall not be
commingled  with any assets of the  Borrower and shall be delivered to Lender in
the form received,  properly endorsed to permit  collection,  not later than the
next  Business Day  following  the day of its receipt.  Lender may apply the net
cash  receipts  from such income or interest to payment of any amounts due under
the Credit Note or this  Agreement,  provided  that Lender shall account for and
pay over to the Borrower any such income or interest  remaining after payment in
full of all such amounts.

4.4 Possession of Collateral.  The Borrower agrees that possession of any of the
Collateral by closing attorneys,  title companies, or any other Bailee acting on
the  Borrower's  behalf  shall be deemed  possession  by Lender for  purposes of
perfecting the Security Interest granted hereby.

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<PAGE>

                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

         The Borrower makes the following  representations  and warranties which
shall be deemed to be continuing  representations  so long as any portion of the
Credit remaining available or any indebtedness of the Borrower to Lender arising
pursuant to this Agreement remains unpaid:

5.1 Good Standing and Authority.  The Borrower is a corporation  duly organized,
validly  existing  and in good  standing  under  the  laws of the  State  of its
incorporation;  has powers to transact the  business in which it is engaged;  is
duly licensed or qualified and in good  standing in each  jurisdiction  in which
the conduct of such business requires such licensing or such qualification;  and
has all  necessary  power and  authority  to enter  into this  Agreement  and to
execute,  deliver  and  perform  this  Agreement,  the Credit Note and any other
document executed in connection with this Agreement, all of which have been duly
authorized by all proper and necessary corporate action.

5.2 Valid and Binding Obligation. This Agreement and any other document executed
in connection  herewith,  and the Credit Note when executed and delivered,  will
constitute the legal, valid and binding obligations of the Borrower, enforceable
in accordance with their respective terms.

5.3 No Defaults or Pending Litigation. Except as have been or shall be disclosed
to Lender in writing,  there are not action, suits,  proceedings (whether or not
purportedly  on behalf of the  Borrower)  or  investigations  pending or, to the
knowledge  of the  Borrower,  threatened  against  the  Borrower,  or any  basis
therefor,  which,  if  adversely  determined,  would,  in  any  case  or in  the
aggregate,  materially  and  adversely  affect the property,  assets,  financial
condition or business of the Borrower, or materially impair the right or ability
of the Borrower to carry on its  operations  substantially  as now  conducted or
anticipated  to be  conducted in the future,  or which  question the validity of
this Agreement,  the Credit Note, or other documents required by this Agreement,
or any action to be taken pursuant to any of the foregoing.

5.4 No Consent or Filing. No consent,  license, approval or authorization of, or
registration,  declaration  or filing  with,  any  court,  governmental  body or
authority  or other  person or entity is required in  connection  with the valid
execution,  delivery or performance of this Agreement, the Credit Note, or other
documents  required  by  this  Agreement  or  in  connection  with  any  of  the
transactions contemplated thereby.

5.5 No Violations.  The Borrower is not in violation of any material term of its
respective certificate of incorporation or bylaws, or of any mortgage, borrowing
agreement  or other  instrument  or agreement  pertaining  to  indebtedness  for
borrowed  money.  The  Borrower  is not in  violation  of any term of any  other
indenture,  instrument or agreement to which it is a party or by which it may be
bound,  resulting, or which might reasonably be expected to result in a material
and adverse effect upon its business or assets. The Borrower is not in violation


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<PAGE>

of any order,  writ,  judgment,  injunction  or decree of any court of competent
jurisdiction or of any statute, rule or regulation of any competent governmental
authority.  The  execution and delivery of this  Agreement,  the Credit Note and
other  documents  required by this  Agreement and the  performance of all of the
same is and will be in compliance  with the foregoing and will not result in any
violation or result in the creation of any mortgage,  lien,  security  interest,
charge or  encumbrance  upon any properties or assets except in favor of Lender.
There exists no fact or  circumstance  not disclosed in this Agreement or in the
documents furnished in connection  herewith which materially  adversely affects,
or in the  future  (so far as the  Borrower  can now  foresee),  may  materially
adversely affect the condition, business or operations of the Borrower.

5.6 Federal Regulations.  The Borrower is not engaged principally,  or as one of
its  important  activities,  in the business of  extending or arranging  for the
extension of credit for the purpose of purchasing or carrying "margin  security"
or "margin  stock" (as  defined  in  Regulations  G and U issued by the Board of
Governors of the Federal Reserve System). Likewise, the Borrower does not own or
intend to carry or purchase any such "margin  security" or "margin  stock",  and
the  Borrower  will not use the proceeds of any Advance to purchase or carry (or
refinance any  borrowing,  the proceeds of which were used to purchase or carry)
any such "margin security" or "margin stock".

5.7  Collateral.  The Borrower  represents,  and so long as this Agreement is in
effect,  shall be deemed continuously to represent and warrant that the Borrower
is  the  owner  of the  Collateral  free  of all  security  interests  or  other
encumbrances except the Security Interest granted herein.

5.8  Subsidiaries.  The Borrower does not have a Subsidiary or other interest in
any  other  association,  corporation,  partnership,  joint  venture,  or  other
business entity not previously disclosed in writing to Lender.

5.9  Financial  Condition.  The  financial  statements  which the  Borrower  has
furnished  Lender have been prepared in conformity  with GAAP applied on a basis
consistent  with  that of the  preceding  fiscal  year and  present  fairly  the
financial  condition  of the  Borrower  as of such  date and the  result  of its
operations  for the  period  then ended and there has been no  material  adverse
change in said financial condition.  The Borrower has no contingent obligations,
liabilities  for  taxes or other  outstanding  financial  obligations  which are
material in the  aggregate,  which are not otherwise  disclosed in the financial
statements referred to above.

5.10 Corporate  Takeovers.  No portion of the Credit will be used to acquire any
security  in  any  transaction  which  is  subject  to  Section  13 or 14 of the
Securities and Exchange Act of 1934, including without limitation Sections 13(d)
and 14(d) thereof.

                                       7
<PAGE>

5.11 Insider.  The Borrower is not, and no person having  "control" (as the term
is defined in 32 U.S.C.  ss.  375(b)(5) or in regulations  promulgated  pursuant
thereto) of the Borrower is an "executive officer",  "director",  or "person who
directly or indirectly or in concert with one or more persons owns, controls, or
has the power to vote more than 10 of any class of voting  securities" (as those
terms are defined in 12 U.S.C. ss. 375(b) or in regulations promulgated pursuant
thereto) of any bank, or of Lender, or any subsidiary  thereof,  or of a bank at
which Lender maintains a correspondent account, or of any bank which maintains a
correspondent account with Lender.

                              ARTICLE VI. COVENANTS

         During the term of this  Agreement,  and so long as any  portion of the
Credit shall  remain  available  or any  indebtedness  of the Borrower to Lender
shall remain unpaid, the Borrower will:

6.1  Payments.  Duly and  punctually  pay the  principal  of and interest on all
indebtedness  incurred by it pursuant to this  Agreement  and the Credit Note in
the manner set forth herein and therein.

6.2  Notice.  Promptly  notify  Lender in  writing  within 14  calendar  days of
Borrower's notice of: (a) any pending or future audits of the Borrower's federal
income tax returns by the Internal Revenue Service, and the results of each such
audit after its  completion;  (b) any default by the Borrower in the performance
of, or any  modifications  of, any of the terms or  conditions  contained in any
agreement, mortgage, indenture or instrument to which the Borrower is a party or
which is binding  upon the  Borrower  and of any default by the  Borrower in the
payment of any of its indebtedness; provided, however, the Borrower shall not be
required to so notify Lender of  modifications of any or all terms or provisions
of any  document or  agreement  pertaining  to its  transaction  in the ordinary
course of business,  but which do not pertain to its  indebtedness  for borrowed
money,  which do not materially  and adversely  affect the business or assets of
the Borrower;  and (c) any payments on the Collateral which reduce the principal
of such Collateral by greater than twenty-five percent..

6.3 Taxes.  Promptly pay and discharge all of its taxes,  assessments  and other
governmental  charges  (including any charged or assessed on the issuance of the
Credit  Note) prior to the date on which  penalties  attach  thereto,  establish
adequate reserves for the payment of taxes and assessments and make all required
withholding  and other tax  deposits;  provided,  however,  that nothing  herein
contained shall be interpreted to require the payment of any tax,  assessment or
charge  so long  as its  validity  is  being  contested  in  good  faith  and by
appropriate  proceedings  diligently conducted,  if the Borrower,  upon Lender's
request,  deposits  with  Lender,  to be  held  in  escrow,  such  amount  being
contested.

6.4 Insurance.  Will furnish Lender with  Certificates  of insurance  certifying
that there are in effect insurance  coverages  required by Lender (including but
not limited to hazard,  liability and workmen's compensation) against such risks
and in such amounts as Lender shall request.  Borrower shall provide thirty (30)
days  prior  written  notice to  Lender of  cancellation  or  reduction  of such


                                       8
<PAGE>

insurance.

         6.5 Litigation. Promptly notify Lender in writing within 10 days of the
Borrower having notice thereof,  of the institution or filing of any litigation,
action,  suit, claim,  counterclaim or  administrative  proceeding  against,  or
investigation  of,  the  Borrower:  (a) to which the  Borrower  is a party by or
before any regulatory body or governmental  agency; (b) the outcome of which may
materially  and  adversely  affect the finances or operations of the Borrower or
the Borrower's  ability to fulfill its obligations  hereunder unless  adequately
covered by insurance; or (c) which questions the validity of this Agreement, the
Credit Note or any action taken or to be taken  pursuant to the  foregoing;  and
furnish or cause to be furnished to Lender such  information  regarding the same
as Lender may request.

6.6  Existence  and  Eligibility.  Maintain its  existence in good  standing and
remain or  become  duly  licensed  or  qualified  and in good  standing  in each
jurisdiction in which the conduct of its business requires such qualification or
licensing.

6.7 Books  and  Records.  Keep  proper  books and  records  in  accordance  with
generally accepted accounting principles  consistently applied and notify Lender
promptly in writing of any  proposed  change in the location at which such books
and records are maintained.

6.8  Compliance  with  Law.  Comply  with all laws and  governmental  rules  and
regulations respecting the transactions which are the subject of this Agreement.

6.9 Access to Records. Permit Lender's authorized representatives, during normal
business hours and as often as Lender may reasonably  request, to have access to
the Borrower's premises and its financial records pertaining to the transactions
contemplated hereby;  inspect and copy such records, and discuss the affairs and
finances of the Borrower with appropriate officers of the Borrower.

6.10 Financial Reports.  Furnish to Lender the following financial information:
----------------------

                  A.       Current  financial  statements  of the  Borrower
 at least  five  (5) days  prior to the closing date of this Agreement.

                  B.  Financial  statements  as  of  the  end  of  each  of  the
Borrower's  fiscal  quarters,  to be furnished  not later than  forty-five  (45)
calendar days after the end of such quarter.  Such statements shall contain such
information as Lender may reasonably request.

                  C. Annual  financial  statements of the  Borrower,  audited by
independent  certified public accountants  acceptable to Lender, to be furnished
not later than one hundred  twenty  (120) days after the end of each fiscal year
of the Borrower.

                                       9
<PAGE>

                  D.       Copies of annual  filed  federal tax returns for the
  Borrower to be delivered to Lender within ten (10) days of filing.

         The  Lender's  approval  of the  financial  data  and  other  documents
referenced in this Section shall be for the sole benefit of Lender,  and neither
Borrower nor any other party shall rely thereon;  nor shall any such approval by
Lender by  construed  as a  warranty  that such  documents  or  information  are
adequate for the purposes intended.

6.11Collateral.

                  A. Defend the Collateral against the claims and demands of all
other  parties;  keep the Collateral  free from all security  interests or other
encumbrances  except  those  which may be granted  herein;  not sell,  transfer,
assign,  deliver or otherwise  dispose of any Collateral  except pursuant to the
terms hereof or with the consent of Lender.

                  B.       Execute  and  deliver  to  Lender  such  financing
 statements,  assignments  and  other documents and do such other customary
 things relating to the Collateral as Lender may reasonably request.

6.12Liens.  Not create or permit to exist any mortgage,  pledge, title retention
lien, lease,  purchase or other encumbrance or security interest with respect to
any of the Collateral, except:

                  A.       the Security Interest;

                  B.       construction  liens,  tax, and  warehousemen's liens,
  statutory liens of landlords and other like liens arising in the ordinary
 course of business  security  obligations  which are not yet due or which
are being contested in good faith by appropriate proceedings; and

                  C. liens  incurred or deposits made in the ordinary  course of
business in connection with workers'  compensation,  unemployment  insurance and
other  types of  social  security  or to secure  the  performance  of  statutory
obligations,  surety or appeal bonds,  bids,  leases,  performance and return of
money bonds and similar obligations (exclusive of obligations for the payment of
borrowed money).

         6.13  Distribution  to  Shareholder.  Under no  circumstances  permit a
distribution of any kind to a shareholder,  other than payments or distributions
to operating  officers of salary,  bonus and any other payments  during the term
hereof  and so long as any  portion  of the  Credit  remains  unpaid,  with  the
exception of  approximately  FOUR HUNDRED  FIFTY  THOUSAND and 00/100 US DOLLARS
($450,000.00)  plus  interest  for the  repayment of a corporate  obligation  of
Borrower payable to a shareholder of Borrower.

                                       10
<PAGE>

                         ARTICLE VII. EVENTS OF DEFAULT

         The  occurrence  of any of the  events  listed  in this  Article  shall
constitute an event of default under this Agreement ("Event of Default").

7.1 Nonpayment of  Indebtedness.  Failure of the Borrower to make any payment of
interest  or  principal  or any other  sum,  which has  become  due  whether  by
acceleration  or otherwise,  under the terms of the Credit Note, this Agreement,
or any other  document  evidencing or securing  indebtedness  of the Borrower to
Lender.

7.2  Assignment  or  Encumbrance.  Assignment  or  attempted  assignment  by the
Borrower  of this  Agreement,  any rights  hereunder,  or any Advance to be make
hereunder,  without first obtaining the specific  written consent of Lender,  or
the granting by the Borrower of any security interest, lien or other encumbrance
other than to Lender on any Collateral.

7.3 Insolvency Proceedings.  The filing by or against the Borrower of a petition
for  liquidation,  reorganization,  arrangement or adjudication as a bankrupt or
similar  relief under the  bankruptcy,  insolvency or similar laws of the United
States or any state or  territory  thereof or of any foreign  jurisdiction;  the
failure of the Borrower to secure  dismissal of any such petition  filed against
it within  thirty days of such filing;  the making of any general  assignment by
the  Borrower for the benefit of  creditors;  the  appointment  of a receiver or
trustee  for the  Borrower  for any  part of the  assets  of the  Borrower;  the
institution  by the Borrower of any other type of insolvency  proceeding  (under
the  Bankruptcy  Code or  otherwise)  or of any formal or  informal  proceeding,
including,  without  limitation,  proceedings by the Federal  Deposit  Insurance
Corporation or other governmental authority,  for the dissolution or liquidation
of, settlement of claims against, or winding up of the affairs of, the Borrower;
the  institution  of any such  proceeding  against the  Borrower if the Borrower
shall fail to secure  dismissal  thereof  within  thirty  days  thereafter,  the
consent  by the  Borrower  to any  type of  insolvency  proceeding  against  the
Borrower  (under the  Bankruptcy  Code or  otherwise);  or the occurrence of any
event or existence of any  condition  which could be the ground,  basis or cause
for any proceeding or petition described in this Section.

7.4 Misrepresentation.  If any certificate, statement, representation,  warranty
or audit  heretofore  or  hereafter  furnished  by or on behalf of the  Borrower
pursuant  to or in  connection  with this  Agreement  or  otherwise  (including,
without limitation,  representations  and warranties  contained herein) or as an
inducement  to Lender to extend any credit to or to enter into this or any other


                                       11
<PAGE>

agreement with the Borrower proves to have been false in any material respect at
the time as of which the facts  therein set forth were stated or certified or to
have  omitted any  substantial  contingent  or  unliquidated  liability or claim
against  the  Borrower,  or if on the  Agreement  Date there shall have been any
materially adverse changes in any of the facts previously  disclosed by any such
certificate statement, representation, warranty or audit, which change shall not
have been disclosed to Lender at or prior to the time of such execution.

7.5 Materially  Adverse Changes.  Any materially adverse change in the financial
condition of the  Borrower or the  existence of any other  condition  which,  in
Lender's sole determination, constitutes an impairment of the Borrower's ability
to perform its obligations under this Agreement or any other document evidencing
or securing the Credit, and which condition is not remedied within (10) ten days
after  written  notice to the Borrower  thereof or, if the  condition  cannot be
fully remedied within said ten (10) days, substantial progress has not been made
within said ten (10) days toward remedy of the condition.

                  Such materially  adverse change may include,  but shall not be
limited  to:  (a)  the  sale,  assignment,   transfer  or  delivery  of  all  or
substantially  all of the  assets  of the  Borrower;  (b) the  cessation  by the
Borrower as a going  business  concern;  (c) the entry of  judgment  against the
Borrower other than a judgment for which the Borrower is fully  insured,  if ten
(10) days thereafter such judgment is not satisfied,  vacated,  bonded or stayed
pending  appeal;  (d) if the Borrower is generally  not paying its debts as such
debts become due; or (e) nonpayment by the Borrower when due of any indebtedness
for borrowed  money owing to any third  party,  or the  occurrence  of any event
which could result in acceleration of payment of any such indebtedness.

7.6 Failure to Perform Obligation. Default by the Borrower in the performance of
any of the terms,  conditions  or covenants  contained in this  Agreement or any
agreement  or  document  made in  connection  with this  Agreement  which is not
remedied within ten (10) days after notice thereof by Lender to the Borrower.

7.7      Change in  Ownership.  A change in the  ownership  or  management
of the Borrower to which Lender has not given its written consent.

                       ARTICLE VIII. REMEDIES UPON DEFAULT

8.1 Events of  Default.  Upon the  happening  of one or more  Events of Default,
Lender  may:  (a)  immediately  cancel or suspend its  agreement  to advance the
Credit;  and (b) declare the principal of the Credit Note then outstanding to be
immediately  due and payable,  together  with all interest  thereon and fees and
expenses accruing under this Agreement. Upon such declaration,  the balance then
outstanding on the Credit Note shall become  immediately due and payable without
presentation, demand or further notice of any kind to the Borrower.

8.2  Enforcement  of  Agreements.  Upon the  happening  of one or more Events of
Default,  Lender shall have the right to obtain physical possession of all files
of the Borrower  relating to the  Collateral  and all documents  relating to the
Collateral  which are then or may  thereafter  come into the  possession  of the
Borrower or any third party acting for the Borrower. Lender shall be entitled to
specific  performance  of all  agreements  of the  Borrower  contained  in  this
Agreement or other documents relating to the Credit.

                                       12
<PAGE>

8.3  Realization  on  Collateral.  Upon the  happening  of one or more Events of
Default, Lender shall have the right to collect all further payments made on the
Collateral Note and revenue from the End Loan Proceeds, and if any such payments
are received by the  Borrower,  the  Borrower  shall not  commingle  the amounts
received  with other funds of the Borrower  and shall  promptly pay them over to
Lender. In addition, Lender shall have the right to dispose of the Collateral as
provided  herein or as provided in the other  documents  executed in  connection
herewith or as provided by law.

                    ARTICLE IX. INDEMNIFICATION AND EXPENSES

         The Borrower agrees to hold Lender harmless from and indemnifies Lender
against all liabilities,  losses, damages, judgments, costs, and expenses of any
kind which may be imposed on,  incurred by, or asserted  against Lender relating
to or  arising  out of this  Agreement,  the  Credit  Note,  or any  transaction
contemplated  hereby  which are held the  direct  result of  Borrower's  uncured
default or gross  negligence.  The Borrower also agrees to reimburse  Lender for
all reasonable  expenses in connection  with this Agreement and the Credit Note,
including  without  limitation the reasonable fees and disbursements of counsel,
all delivery, and insurance charges incurred in connection with delivery of Loan
Documents,  wire  transfer  fees and  including  expenses  of  enforcement.  The
Borrower's  agreements  in this Section shall survive the payment in full of the
Credit Note and the expiration or termination of this Agreement.

                            ARTICLE X. MISCELLANEOUS

10.1 Amendments and Waivers.  No modification,  rescission,  waiver,  release or
amendment of any provision of this  Agreement  shall be made except by a written
agreement subscribed by duly authorized officers of the Borrower and Lender.

10.2  Delays and  Omissions.  No course of dealing  and no delay or  omission by
Lender in  exercising  any  right or remedy  hereunder  or with  respect  to any
indebtedness  of the Borrower to Lender shall operate as a waiver  thereof or of
any other  right or remedy,  and no single or  partial  exercise  thereof  shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or remedy. Lender may remedy any default by the Borrower hereunder or with
respect  to any other  person,  firm or  corporation  in any  reasonable  manner
without  waiving the  default  remedied  and without  waiving any other prior or
subsequent  default by the Borrower and shall be reimbursed  for its expenses in
so  remedying  such  default.  All rights and remedies of Lender  hereunder  are
cumulative.

10.3 Attorney-in-Fact.  The Borrower hereby authorizes Lender, at the Borrower's
expense,  to  file  such  financing  statement  or  statements  relating  to the
Collateral  without the Borrower's  signature thereon as Lender at is option may
deem  appropriate,  and  appoints  Lender  as  the  Borrower's  attorney-in-fact
(without  requiring  Lender) to complete any recording  information  that may be
required  on  any  assignment,  to  execute  any  such  financing  statement  or


                                       13
<PAGE>

statements  in the  Borrower's  name and to perform all other acts which  Lender
deems  appropriate to perfect and continue the Security Interest and to protect,
preserve and realize  upon the  Collateral,  including,  but not limited to, the
right to endorse  notes,  complete  blanks in documents and sign  assignments on
behalf of the  Borrower  as its  attorney-in-fact.  This  Power of  Attorney  is
coupled with an interest and is irrevocable without Lender's consent.

10.4  Collection.  In the event of an  uncured  default,  hereunder,  Lender may
demand,  collect and sue on any of the  Collateral  (in the Lender's name at the
latter's option); may enforce,  compromise,  settle or discharge such Collateral
without  discharging the  indebtedness or any part thereof;  and may endorse the
Borrower's  name  on any  and  all  checks,  commercial  paper,  and  any  other
instruments  pertaining  to or  constituting  Collateral.  In the  event  Lender
intends to exercise any rights set forth in this  Section,  Lender shall use its
best efforts to notify the Borrower thereof prior to taking any such action.

10.5 Further Security. As further security for payment of the indebtedness,  the
Borrower hereby grants to Lender a Security  Interest in and lien on any and all
of the Borrower property, with the exception of custodial accounts,  which is or
may  hereafter be in the  possession  or control of Lender in any capacity or of
any third party acting on its behalf, including, without limitation, all deposit
and other  accounts and all moneys owed or to be owed by Lender to the Borrower;
and with  respect to all of such  property,  Lender  shall have the same  rights
hereunder as its has with respect to the Collateral.  Without limiting any other
right of Lender, wherever Lender has the right to declare any indebtedness to be
immediately due and payable  (whether or not it has so declared),  Lender at its
sole  election may set off against the  indebtedness  any and all moneys then or
thereafter  owed to the Borrower by Lender in any  capacity,  whether or not the
indebtedness  or the  obligation  to pay such moneys owed by Lender is then due,
and Lender shall be deemed to have exercised such right of setoff immediately at
the time of such election even though any charge  therefor is made or entered on
Lender's records subsequent thereto.

10.6  Return  of  Collateral  Under  Trust  Receipt.  Possession  of  any of the
Collateral  may be  temporarily  relinquished  by Lender to the Borrower under a
trust  receipt  for  the  sole  purpose  of  sale,  exchange,   collection,   or
presentation,  renewal or registration of transfer.  At all times the Collateral
is in the Borrower's possession,  the Borrower will hold the Collateral in trust
so as to continue the perfection of Lender's Security Interest.

10.7 Loss of Loan Documents. Once Loan Documents have been delivered to a postal
or delivery service as described in Paragraph 10.9 Notices, below, neither party
shall incur liability of any kind in connection with loss or delay in connection
with the transmittal of Loan Documents to or from the other party, any Investor,
or any other party pursuant to this Agreement.

                                       14
<PAGE>

10.8  Successors  and  Assigns.  The  Borrower  and Lender as used herein  shall
include the legal representatives or assigns of those parties in cases where the
assignment by the Borrower was made with the consent required hereunder.

10.9 Notices. Any notice or communication  required or permitted hereunder shall
be given in writing,  sent by: (a) personal delivery;  or (b) expedited delivery
service with proof of delivery;  or (c) United  States  mail,  postage  prepaid,
registered  or  certified  mail;  or (d)  prepaid  telecopy,  telegram  or telex
addressed as follows:

                  To Lender:                Greater Atlantic Bank
                                            10700 Parkridge Boulevard
                                            Suite 450
                                            Reston VA 20191
                                            Attention:  Jeremiah D. Behan
                                            Senior Vice President

                  To Borrower:      Harbourton Financial Corp.
                                    8180 Greensboro Drive, Suite 525
                                    McLean, Virginia 22102
                                    Attention: J. Kenneth McLendon
                                    President

or to such other  address or to the  attention of such other person as hereafter
shall be  designated  in writing  by the  applicable  party  sent in  accordance
herewith.  Any such notice or  communication  shall be deemed to have been given
either at the time of personal  delivery or, in the case of delivery  service or
mail,  as of the date of first  attempted  delivery  at the  address  and in the
manner provided herein, or in the case of telecopy,  telegram or facsimile, upon
receipt.

10.10    Governing Law and Consent to  Jurisdiction.  This  Agreement  shall be
 construed in accordance  with,  and all disputes hereunder shall be controlled
by, the laws of the Commonwealth of Virginia.

         10.11 WAIVER OF TRIAL BY JURY. THE LENDER AND BORROWER HEREBY WAIVE, TO
THE FULLEST EXTEND  PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR  PROCEEDING  BASED UPON OR RELATED TO,  THIS NOTE.  THIS WAIVER IS
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE LENDER AND THE BORROWER AND
THE  BORROWER  ACKNOWLEDGES  THAT NO PERSON OR PARTY ACTING ON BEHALF OF ANOTHER
PARTY TO THIS NOTE HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  THE LENDER AND THE
BORROWER  FURTHER  ACKNOWLEDGE  THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE
OPPORTUNITY TO BE REPRESENTED) IN CONNECTION WITH THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT  LEGAL  COUNSEL,  SELECTED OF THEIR OWN FREE WILL AND
THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

                                       15
<PAGE>

10.12 Counterparts.  This Agreement may be executed in several  counterparts and
all counterparts so executed shall  constitute one agreement  binding on all the
parties hereto,  notwithstanding that all the parties are not signatories to the
original or the same counterpart.

10.13 Titles:  . Wherever the term "Borrower" is used herein,  the term shall be
deemed to include all subsidiaries, of such entity. At Lender's sole discretion,
any  reference  to "Lender"  herein  shall be deemed to include  and/or mean and
refer to any  successor or assign of Lender and any  subsidiary  or affiliate of
Lender,  including,  without  limitation,  any subsidiary or affiliate of Lender
which  may  ultimately  take  title  to the  Collateral,  as if the name of such
subsidiary or affiliate of Lender were set forth herein.

10.14  Additional  Actions.  Borrower  agrees to take  reasonable  and customary
additional actions, including the execution and delivery of additional documents
necessary in the reasonable  opinion of Lender, to effectuate the provisions and
spirit of this Agreement.

10.15  Participation.  Lender  reserves  the  right  to  transfer  participating
interests  in  this  Agreement  and in the  Credit  Note  to one or  more  other
institutions or entities.

10.16  Entire  Agreement.  This  Agreement is intended by the parties as a final
expression of their  agreement  with respect to the subject matter hereof and is
intended  as a complete  and  exclusive  statement  of the terms and  conditions
thereof,  and this Agreement  supersedes and replaces all prior negotiations and
agreements  among the parties hereto,  or any of them,  whether written or oral.
Any  provision of this  Agreement may be changed,  waived or terminated  only by
written  instrument  signed by the party  against  whom the change,  waiver,  or
termination  is  sought  to be  enforced.  Each  of the  parties  hereto  hereby
acknowledges  that it has been  represented  by  independent  counsel of its own
choice  throughout  all  negotiations  that have  preceded the execution of this
Agreement and that it has executed the same with the consent and upon the advice
of said independent  counsel.  Each of the parties hereto  acknowledges  that no
other  party,  or agent or attorney of any other  party,  has made any  promise,
representation or warranty whatsoever,  express or implied, not contained herein
concerning the subject matter hereof,  to induce the other party to execute this
agreement  or any of the other  documents  referred  to  herein,  and each party
hereto  acknowledges  that it has not  executed  this  Agreement  or such  other
documents in reliance  upon any such  promise,  representation,  or warranty not


                                       16
<PAGE>

contained herein.

10.17 Time is of the  Essence.  Time is of the  essence of this  Agreement.  All
actions to be taken under this Agreement shall be undertaken immediately, except
as otherwise stated herein.

10.18  Headings.  Section  and  subsection  headings in this  Agreement  are for
convenience  of reference  only, and shall not govern or influence in any manner
whatsoever the interpretation of any provision hereof.

10.19  Severability.  The  invalidity,  illegality  or  unenforceability  of any
provision of this Agreement, pursuant to judicial decree or otherwise, shall not
affect the validity or  enforceability of any other provision of this Agreement,
each of which shall remain in full force and effect.

10.20  Waiver.  No failure of any party to  exercise  any power given under this
Agreement  or to  insist  upon  strict  compliance  with  any  of the  terms  or
conditions specified in this Agreement shall constitute a waiver of such party's
right to demand exact compliance with the terms of this Agreement.

10.21  Relationship  of Parties.  Nothing  contained in this Agreement  shall be
deemed or  construed  by the parties  hereto or by any third party to create the
relationship  of  principal  and agent,  partners,  joint  venturers,  or of any
association whatsoever among Lender and Borrower and Borrower will indemnify and
hold Lender  harmless  from and against any and all costs,  losses,  damages and
liability  arising or resulting from any claim by any third party against Lender
based on the contention or allegation that Lender is a partner or joint venturer
with the Borrower or has any other  relationship  with the  Borrower  other than
that of Lender.

10.22 Reservation of Claims. Additionally, and in any event, Lender reserves the
rights, claims and causes of action it may have against any third party relating
to the Loan, the Collateral,  or otherwise, and, unless Borrower pays Lender all
amounts  due  herein,  Borrower  hereby  assigns to Lender  any and all  rights,
claims,  and causes of action they may have,  whether known or unknown,  against
such third parties.  The institution of any such cause of action or the exercise
of any rights with respect thereto by Lender shall in no way affect the validity
or enforceability of this Agreement or any other document executed and delivered
to Lender in connection herewith.

10.23 Borrower's Opinion.  The Borrower shall submit to Lender a current written
opinion  satisfactory to Lender that from counsel for the Borrower to the effect
that  (i) the  Borrower  is  legally  organized,  validly  existing  and in good
standing  under the laws of the State of Delaware;  (ii) all documents are valid
and binding upon the  Borrower  and are  enforceable  in  accordance  with their
terms; (iii) the transaction contemplated by this Agreement, the Credit Note and
related  documents  does  not  violate  any  restriction,  term,  condition,  or
provision  of any  contract or  agreement to which the Borrower is a party or by
which the Borrower is bound;  and (iv) there are no proceedings  pending against
the Borrower.

                                       17
<PAGE>

10.24 Lender's Counsel.  All documents required by Lender in connection with the
closing of the transaction  contemplated herein shall be prepared or reviewed by
Lender's legal counsel.  Regardless of whether the transaction closes,  Borrower
shall pay to Lender's counsel all reasonable fees for services preformed by such
counsel  in  connection  with the  transaction  and  preparation  and  review of
documents,  and shall  reimburse  said  counsel  for all  disbursements  for the
account of either the Lender or the Borrower in connection with the transaction.

10.25 Loan Costs.  Borrower shall pay all recording  fees,  insurance  premiums,
attorneys fees and any and all other expenses in connection with the negotiation
of,  preparation for,  closing and servicing of the transaction.  Borrower shall
also pay all  expenses  incurred if the  transaction  fails to close  through no
fault of the Lender.

10.26 No Broker.  Borrower  represents  that no brokers were used in  connection
with this  transaction and Borrower agrees to indemnify and hold Lender harmless
from and  against  any and all  claims,  demands  and  liability  for  brokerage
commissions,  assignment fees,  finder's fees or other  compensation  whatsoever
arising from this transaction.  The Lender hereby agrees to pay any and all fees
imposed or charged by all brokers hired solely by the Lender, if any.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed  by their  duly  authorized  officers  and  their  corporate  seals to be
hereunto affixed, all as of the Agreement Date.

WITNESS:                                             BORROWER:

                                            HARBOURTON FINANCIAL CORP.


_________________________                   /s/ J. Kenneth McLendon
                                            -----------------------
                                            By:
                                            Name: J. Kenneth McLendon
                                            Title: President

WITNESS:                                             LENDER:

                                             GREATER ATLANTIC BANK

__________________________                  /s/ Jeremiah D. Behan
By:
                                            Name: Jeremiah D. Behan
                                            Title: Senior Vice President


                                       18
<PAGE>

STATE OF ____________________
COUNTY OF __________________

         I,  _____________________,  a Notary  Public  in and for the  State and
County aforesaid, do hereby certify that this day personally appeared before me,
_________________  as  ______________________  of Harbourton  Financial Corp., a
Delaware  corporation,  whose name is signed to the foregoing and hereto annexed
Instrument,  dated  the  _________  day  of  ______________________,  2000,  and
acknowledged the same.

         Given under my hand and seal, this _____ day of _______________, 2000.


                                                --------------------------------
                                                                   Notary Public

My Commission Expires:


STATE OF ____________________
COUNTY OF __________________

         I,  _____________________,  a Notary  Public  in and for the  State and
County aforesaid, do hereby certify that this day personally appeared before me,
_________________  as   ______________________   of  Greater  Atlantic  Bank,  a
federally chartered financial institution, whose name is signed to the foregoing
and    hereto    annexed    Instrument,    dated    the    _________    day   of
______________________, 2000, and acknowledged the same.

         Given under my hand and seal, this _____ day of _______________, 2000.


                                              --------------------------------
                                                                  Notary Public

My Commission Expires:



                                       19
<PAGE>



Letterhead of Greater Atlantic Bank


   March 15, 2001

   J. Kenneth McLendon
   President
   Harbourton Financial Corp.
   8180 Greensboro Drive, Suite 525
   McLean, Virginia 22102

            RE:      Proposed Second Modification to Loan 30-09-1672, a
  $2,500,000.00Corporate RevolvingCredit Facility to Harbourton Financial Corp.

   Dear Mr. McLendon:

   Greater  Atlantic Bank (the "Bank" or "Lender") is pleased to advise you that
   it has approved your  application to increase the maximum amount available to
   Borrower under the Loan Agreement from  $2,500,000.00 to $3,000,000.00  under
   the  Corporate  Revolving  Credit  Facility  (the  "Loan")  and to extend the
   maturity date to December 31, 2002.

   The Second Modification  Agreement (the "Agreement") will be forwarded to you
   under separate cover.

   Please call me with any question you may have.

   Sincerely,

   /s/ JEREMIAH D. BEHAN
   ----------------------
   JEREMIAH D. BEHAN
   SENIOR VICE PRESIDENT



                                       20
<PAGE>