ACQUISITION AGREEMENT

               ACQUISITION  AGREEMENT,  dated as of February  19,  1999,  by and
among Greenwich Street Capital Partners II, L.P., a Delaware limited partnership
("GSCP"),   GSCP  Offshore  Fund,   L.P.,  a  Cayman  Islands  exempted  limited
partnership  ("Offshore"),  Greenwich Fund, L.P., a Delaware limited partnership
("GF", and together with GSCP and Offshore, the "Initial GSCP Funds"), Greenwich
Street Employees Fund, L.P., a Delaware limited  partnership  ("GSEF"),  and TRV
Executive Fund, L.P., a Delaware limited  partnership ("TRV", and, together with
the Initial GSCP Funds and GSEF, the "GSCP Funds"),  and IMC Mortgage Company, a
Florida corporation (the "Company").

               WHEREAS,  GSCP previously entered an Agreement and Plan of Merger
(the "Merger Agreement"),  dated as of February 19, 1999, by and among GSCP, IMC
1999 Acquisition Co., Inc., a Delaware corporation and a wholly owned subsidiary
of the GSCP Funds ("IMC  Acquisition")  and the  Company,  pursuant to which IMC
Acquisition  would be merged with and into the Company (the "Merger"),  the GSCP
Funds would be issued  common stock of the surviving  corporation  of the Merger
representing  approximately  93.5%  of  the  outstanding  common  stock  of  the
surviving  corporation  of the Merger and the  23,760.758  shares  (the "Class C
Preferred  Shares") of Class C Exchangeable  Preferred Stock, par value $.01 per
share,  of the Company  (the "Class C Preferred  Stock")  held by the GSCP Funds
would be canceled and retired and would cease to exist.

               WHEREAS, in connection with the Merger Agreement, (i) the Initial
GSCP  Funds  have  entered  into  Amendment  No.  1,  dated  February  11,  1999
("Amendment  No. 1"), to the Loan  Agreement,  dated as of October 12, 1998 (the
"Initial  Loan  Agreement"),  between the  Company  and the Initial  GSCP Funds,
providing  for the  Initial  GSCP  Funds to  extend  to the  Company  additional
commitments  (the "Interim  Commitments") to loan in the aggregate an additional
$5,000,000  (the  "Interim  Loans")  and (ii)  the GSCP  Funds  have  entered  a
commitment  letter (as amended,  the "Commitment  Letter") with IMC Acquisition,
dated as of  February  19,  1999,  obligating  the GSCP  Funds to enter  into an
amendment and  restatement  of the Initial Loan  Agreement  (the  "Amendment and
Restatement  of the Loan  Agreement"),  pursuant  to which the GSCP Funds  would
agree to extend to the surviving  corporation of the Merger  commitments to loan
an additional $35,000,000 (the "Additional  Advance"),  subject to the terms and
conditions set forth in the Initial Loan Agreement, as amended and restated (the
"Loan Agreement").

<PAGE>



               WHEREAS,  the GSCP Funds,  IMC Acquisition and the Company desire
to terminate  the Merger  Agreement  pursuant to Section 9.1 thereof in order to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby.

               WHEREAS,  the GSCP  Funds and the  Company  desire  that the GSCP
Funds transfer and deliver to the Company for cancellation the Class C Preferred
Shares and enter into the Amendment and  Restatement  of the Loan  Agreement and
fund the Additional  Advance,  in  consideration of which the Company will issue
and deliver to the GSCP Funds,  common stock, par value $0.001 per share, of the
Company (the "Company  Common Stock")  representing  approximately  93.5% of the
Company Common Stock outstanding after such issuance (the "Acquisition").

               WHEREAS,  the GSCP Funds,  IMC Acquisition and the Company desire
to amend and  restate  the  Commitment  Letter and  certain  agreements  related
thereto to  substitute  the Company  for IMC  Acquisition  as party  thereto and
otherwise  to  provide  for this  Agreement  and the  termination  of the Merger
Agreement.

               WHEREAS,  the Board of Directors of the Company,  acting upon the
unanimous  recommendation  of a  special  committee  (the  "Special  Committee")
comprised solely of "disinterested directors" (as defined in Section 607.0901 of
the Florida 1989 Business  Corporation  Act (the "FBCA")) of the Company,  which
Board  consists  solely of  "disinterested  directors",  have each  adopted this
Agreement and approved the Restated  Articles of  Incorporation  (as hereinafter
defined),  the  Amendment  (as  hereinafter  defined),  the Restated  Bylaws (as
hereinafter defined),  the Acquisition,  the termination of the Merger Agreement
and the other transactions contemplated hereby.

               NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  the
respective  representations,  warranties,  covenants  and  agreements  set forth
herein, the parties hereto agree as follows:


                                       ARTICLE I
                                    THE ACQUISITION

               Section  1.1 The  Acquisition.  Upon the terms and subject to the
conditions  hereof, at the Closing (as hereinafter  defined),  the Company shall
issue and deliver to the GSCP Funds,  and the GSCP Funds shall  acquire from the
Company,  as  further  set  forth  in  Schedule  1.1  hereto,  an  aggregate  of
491,604,500 shares of Company Common Stock representing  approximately  93.5% of
the Company Common Stock  outstanding  after the  Acquisition and the GSCP Funds
shall transfer and deliver to the Company for cancellation the Class C Preferred
Shares and perform their  obligations  under the Commitment Letter to enter into
the  Amendment and  Restatement  of the Loan  Agreement and fund the  Additional
Advance thereunder.

<PAGE>



               Section 1.2 Closing. The Company shall as promptly as practicable
notify  GSCP,  and the GSCP Funds shall as promptly  as  practicable  notify the
Company,  when the  conditions to such parties'  obligations  to consummate  the
Acquisition  contained  in Article VII have been  satisfied.  The closing of the
Acquisition  (the  "Closing")  shall take place at the  offices of  Debevoise  &
Plimpton,  875 Third Avenue,  New York, New York 10022,  at 10:00 a.m., New York
time, on the third  business day after the later of these notices has been given
(the "Closing  Date"),  unless  another date or place is agreed to in writing by
the parties hereto; provided,  however, that the parties hereto agree to use all
reasonable  efforts to  consummate  the  Closing by June 30,  1999 or as soon as
practicable thereafter.

               Section 1.3 Closing Deliveries. Upon the terms and subject to the
conditions hereof, at the Closing,  (i) the Company shall deliver to each of the
GSCP  Funds  good and  valid  title to the  number of duly  authorized,  validly
issued,  fully paid and non  assessable  shares of Company Common Stock provided
for in Section  1.1 hereof  subject to  adjustment  as  provided  in Section 1.6
hereof, by issuing to the GSCP Funds  certificates for such shares registered in
such names and  evidencing  such number of shares as set forth in  Schedule  1.1
hereto, free and clear of any liens, charges, encumbrances,  security interests,
options or rights or claims of others with respect thereto;  (ii) the GSCP Funds
shall transfer and deliver to the Company the Class C Preferred Shares, free and
clear of any liens, charges, encumbrances, security interests, options or rights
or claims of others  with  respect  thereto,  by  delivering  to the Company the
certificates  representing such shares, duly endorsed in blank or accompanied by
stock powers or other proper  instruments of assignment  duly executed in blank,
and having all requisite  stock  transfer  stamps  attached;  and (iii) the GSCP
Funds and the Company shall,  pursuant to the Commitment Letter,  enter into the
Amendment and  Restatement of the Loan  Agreement and perform their  obligations
thereunder to fund the Additional Advance.

               Section 1.4 Articles of Incorporation and By-Laws of the Company.
The Board of Directors of the Company, acting upon the unanimous  recommendation
of the Special Committee,  has approved (i) the amendment and restatement of the
Articles of  Incorporation of the Company to read in their entirety as set forth
in the form  attached  hereto as  Exhibit A (as so  amended  and  restated,  the
"Restated  Articles  of  Incorporation"),  (ii) the  amendment  to the  Restated
Articles of  Incorporation as set forth in the form attached hereto as Exhibit B
(the "Amendment"),  and (iii) the amendment and restatement of the Bylaws of the
Company to read in their  entirety as set forth in the form  attached  hereto as
Exhibit C (as so amended and restated,  the "Restated  Bylaws").  Upon the terms
and subject to the conditions hereof, including,  without limitation,  obtaining
the  Shareholder  Approval (as hereinafter  defined),  at, but not prior to, the
Closing the Company  shall cause the Restated  Articles of  Incorporation  to be
duly filed with the Secretary of State of Florida.  If the Amendment  shall have
been approved by the  shareholders of the Company pursuant to the FBCA, upon the
terms and subject to the  conditions  hereof,  at, but not prior to, the Closing
the Company shall cause the

<PAGE>



Amendment to be duly filed with the  Secretary  of State of Florida  immediately
after the filing of the Restated Articles of Incorporation.

               Section  1.5  Directors  and  Officers  of  the  Company.  At the
Closing,  the directors of the Company listed as resigning directors in a letter
from the GSCP Funds to the Company  delivered  prior to the Closing shall resign
(the "Resigning  Directors"),  and the directors  remaining in office shall fill
the  vacancies  created  thereby  by  electing  the  individuals  listed  as new
directors in a letter from the GSCP Funds to the Company  delivered prior to the
Closing (the "New  Directors")  as directors of the Company to serve until their
successors  shall have been duly  elected or  appointed  and  qualified or until
their earlier death,  resignation or removal in accordance  with the Articles of
Incorporation and Bylaws of the Company. The election of the New Directors shall
be conducted in accordance with the  requirements of Section  607.0901(1)(h)  of
the FBCA such  that the New  Directors  shall be  "disinterested  directors"  as
defined therein and pursuant thereto.  At the Closing,  the Resigning  Directors
shall deliver to the Company their resignations effective as of the Closing.

               Section 1.6 Certain Adjustments.  If after the date hereof and on
or prior to the Closing the outstanding  shares of Company Common Stock shall be
changed  into a  different  number of shares by reason of any  reclassification,
recapitalization,  split-up,  combination or exchange of shares, or any dividend
payable in stock or other  securities  shall be declared  thereon  with a record
date within such period,  or any similar event shall occur (any such action,  an
"Adjustment  Event"),  the  number of  shares  to be  issued  to the GSCP  Funds
pursuant  to Section  1.1 hereof  shall be adjusted to provide to the GSCP Funds
and the holders of Company  Common  Stock the same  proportionate  ownership  as
contemplated by this Agreement prior to such Adjustment Event.

               Section 1.7   Merger Agreement.  GSCP and the Company hereby
terminate the Merger Agreement pursuant to Section 9.1 thereof.


                                   ARTICLE II
                              SHAREHOLDER APPROVAL

               Section  2.1  Shareholder  Meeting.  In order to  consummate  the
transactions  contemplated  hereby,  the  Company,  acting  through its Board of
Directors,  shall, in accordance with applicable law, duly call, give notice of,
convene and hold a special meeting of its shareholders (the "Special  Meeting"),
as soon as practicable, for the purpose of voting upon the adoption and approval
of this Agreement,  the Restated Articles of Incorporation,  the Amendment,  the
Acquisition  and the other  transactions  contemplated  by this  Agreement  (the
"Shareholder  Approval").  The Company shall include in the Proxy  Statement (as
hereinafter  defined)  the  recommendation  of the  Board  of  Directors  of the
Company, acting upon the unanimous recommendation of the Special

<PAGE>



Committee,  that  shareholders  of the Company vote in favor of the adoption and
approval  of  this  Agreement,  the  Restated  Articles  of  Incorporation,  the
Amendment,  the  Acquisition  and the other  transactions  contemplated  by this
Agreement.  The GSCP  Funds  agree to vote all  shares of  capital  stock of the
Company that they own and that may vote on such matters in favor of the adoption
and approval of this  Agreement,  the Restated  Articles of  Incorporation,  the
Amendment,  the  Acquisition  and the other  transactions  contemplated  by this
Agreement.

               Section 2.2 Proxy Statement.  In connection with the solicitation
of the  Shareholder  Approval,  the Company  shall as  promptly  as  practicable
prepare  and file with the  Securities  and  Exchange  Commission  (the "SEC") a
preliminary proxy statement  relating to the Acquisition,  the Restated Articles
of  Incorporation,  the  Amendment,  this  Agreement and the other  transactions
contemplated  hereby and use all  reasonable  efforts to obtain and  furnish the
information  required  to be  included  by the SEC in the Proxy  Statement.  The
Company,  after  consultation with GSCP, shall respond as promptly as reasonably
practicable  to any  comments  made by the SEC with  respect to the  preliminary
proxy  statement and shall cause a definitive  proxy  statement to be filed with
the SEC and mailed to its  shareholders at the earliest  reasonably  practicable
date (such proxy statement is referred to herein as the "Proxy Statement").  The
GSCP Funds shall furnish all  information  concerning the GSCP Funds and the New
Directors as may reasonably be requested by the Company in connection  with such
filings. The Company,  after consulta tion with GSCP, shall also take any action
required to be taken, and make any other filings required,  under the Securities
Act of 1933, as amended (the "Securities  Act"), the Securities  Exchange Act of
1934, as amended (the "Exchange  Act") and applicable  state  securities laws in
connection  with the issuance of the Company Common Stock in connection with the
Acquisition,  and the GSCP Funds shall furnish all  information  concerning  the
GSCP Funds as may be reasonably requested by the Company in connection with such
actions and filings.

               Section 2.3 No False or Misleading  Statements.  The  information
provided  and to be  provided  by  each  of  the  GSCP  Funds  and  the  Company
specifically  for use in the Proxy  Statement and any other filings with the SEC
shall not, with respect to the  information  supplied by such party, in the case
of the Proxy Statement, on the date the Proxy Statement becomes effective,  and,
in the case of the Proxy  Statement  and any other  filings with the SEC, on the
date upon which the Proxy Statement is mailed to the shareholders of the Company
or on the date upon which approval of this Agreement by the  shareholders of the
Company is obtained,  contain any untrue statement of a material fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not  misleading.  Each of the GSCP Funds and the Company agrees to correct
as promptly as reasonably  practicable any such information  provided by it that
shall have become false or misleading in any material respect. The Company shall
as promptly as practicable take all steps reasonably  necessary to file with the
SEC and have cleared by the SEC any

<PAGE>



amendment or supplement to the Proxy  Statement so as to correct the same and to
cause the Proxy  Statement as so corrected to be  disseminated  to the Company's
shareholders to the extent required by applicable law. The Proxy Statement shall
comply as to form in all material  respects with the  provisions of the Exchange
Act and other applicable law.


                                   ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE GSCP FUNDS

               Except  as  otherwise  disclosed  to  the  Company  in  a  letter
delivered to it prior to the execution hereof (which letter contains appropriate
references  to  identify  the   representations  and  warranties  to  which  the
information in such letter relates and which letter is  incorporated  herein and
made a part hereof) (the "GSCP Disclosure Letter"), the GSCP Funds represent and
warrant to the Company as follows:

               Section  3.1  Organization.  GSCP,  GF,  GSEF and TRV are limited
partnerships  duly  organized,  validly  existing and in good standing under the
laws of the State of Delaware,  and Offshore is an exempted limited  partnership
duly  organized,  validly  existing and in good  standing  under the laws of the
Cayman Islands,  each with the limited  partnership  power and authority and all
necessary governmental approvals to own, lease and operate its properties and to
carry on its business as it is now being  conducted or presently  proposed to be
conducted.  Each of the GSCP Funds is duly  qualified to do business,  and is in
good standing,  in each jurisdiction where the character of its properties owned
or held under  lease or the nature of its  activities  makes such  qualification
necessary,  except where the failure to be so qualified would not,  individually
or in the aggregate, reasonably be expected to have a material adverse effect on
the business, assets, liabilities,  results of operations or financial condition
of any of the GSCP Funds, or materially  adversely  affect the ability of any of
the GSCP  Funds to  consummate  the  transactions  contemplated  hereby (a "GSCP
Material Adverse Effect").

               Section 3.2 Authority Relative to This Agreement.  The GSCP Funds
have the limited  partnership  power and authority to enter into this  Agreement
and to carry  out their  obligations  hereunder.  The  execution,  delivery  and
performance  of this Agree ment by the GSCP  Funds and the  consummation  by the
GSCP Funds of the transactions  contemplated hereby have been duly authorized by
the managing general partner of each of the GSCP Funds, and no other proceedings
on the part of any of the GSCP Funds are necessary to authorize  this  Agreement
or the  transactions  contemplated  hereby.  This  Agreement  has been  duly and
validly  executed and delivered by the GSCP Funds and (assuming  this  Agreement
constitutes a valid and binding  obligation of the Company)  constitutes a valid
and binding agreement of each of the GSCP Funds, enforceable against each of the
GSCP Funds in  accordance  with its terms,  subject  to  applicable  bankruptcy,
reorganization,  insolvency,  moratorium  and other  laws  affecting  creditors'
rights  generally  from  time  to  time  in  effect  and  to  general  equitable
principles.

<PAGE>




               Section 3.3 Consents and Approvals; No Violations. Except (a) for
applicable  requirements of the Hart-Scott-Rodino  Antitrust Improvements Act of
1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, state or
foreign laws  relating to takeovers,  state  securities or blue sky laws and the
regulations promulgated thereunder,  state banking statutes and other state laws
in respect of change of control of mortgage  bankers,  mortgage loan originators
or mortgage loan  servicers  and the regula tions  promulgated  thereunder,  and
similar matters (collectively,  the "Governmental  Requirements"),  or (b) where
the failure to make any filing  with,  or to obtain any  permit,  authorization,
consent or approval of, any court or tribunal or  administrative,  government al
or regulatory body, agency,  commission,  division,  department,  public body or
other  authority  (a  "Government  Entity")  would  not  prevent  or  delay  the
consummation  of the  Acquisition,  or  otherwise  prevent  the GSCP  Funds from
performing their obligations under this Agreement, and would not individually or
in the aggregate  reasonably be expected to have a GSCP Material Adverse Effect,
no filing  with,  and no  permit,  authorization,  consent or  approval  of, any
Governmental Entity is necessary for the execution,  delivery and performance of
this  Agreement  by the GSCP  Funds  and the  consummation  of the  transactions
contemplated  hereby.  Neither the  execution,  delivery or  performance of this
Agreement  by the GSCP  Funds,  nor the  consummation  by the GSCP  Funds of the
Acquisition and the other  transactions  contemplated  hereby, nor compliance by
the GSCP Funds with any of the  provisions  hereof,  will (i)  conflict  with or
result in any breach of any  provisions of the  organizational  documents of the
GSCP  Funds,  (ii) result in a violation  or breach of, or  constitute  (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of termination,  cancellation,  acceleration,  vesting, payment, exercise,
suspension or revocation) under, any of the terms, conditions,  or provisions of
any note, bond, mortgage, deed of trust, security interest,  indenture, license,
contract,  agreement,  plan or other  instrument or obligation to which the GSCP
Funds are a party or by which any of them or any of their  properties  or assets
may be bound, (iii) violate any order, writ, injunction,  decree,  statute, rule
or regulation applicable to the GSCP Funds or any of their properties or assets,
(iv) result in the creation or imposition of any Encumbrance on any asset of the
GSCP Funds,  or (v) cause the  suspension or revocation of any permit,  license,
governmental authorization,  consent or approval necessary for the GSCP Funds to
conduct their businesses as currently  conducted,  except in the case of clauses
(ii),  (iii),  (iv) and (v) for violations,  breaches,  defaults,  terminations,
cancellations,   accelerations,   vestings,  payments,   exercises,   creations,
impositions,  suspensions or revocations  which would not individually or in the
aggregate  reasonably  be  expected  to  have a GSCP  Material  Adverse  Effect.
"Encumbrance"  shall  mean any  mortgage,  pledge,  lien,  charge,  encumbrance,
defect, security interest, claim, option or restriction of any kind.

               Section 3.4 Litigation. Except as set forth in Section 3.4 of the
GSCP Disclosure Letter,  there is no suit,  action,  proceeding or investigation
(whether at law or equity,  before or by any  federal,  state or foreign  court,
tribunal,   commission,   board,  agency  or  instrumentality,   or  before  any
arbitrator) pending or, to the knowledge of the

<PAGE>



GSCP Funds, threatened against or affecting the GSCP Funds, which,  individually
or in the  aggregate,  would  reasonably  be  expected  to have a GSCP  Material
Adverse Effect, nor is there any judgment, decree, injunction,  rule or order of
any court,  governmental  department,  commission,  agency,  instrumentality  or
arbitrator  outstanding against the GSCP Funds having, or which,  insofar as can
reasonably  be foreseen,  in the future would  reasonably  be expected to have a
GSCP Material Adverse Effect.

               Section 3.5 No Default. Except as set forth in Section 3.5 of the
GSCP Disclosure Letter, none of the GSCP Funds are in violation or breach of, or
default under (and no event has occurred  which with notice or the lapse of time
or both would constitute a violation or breach of, or a default under) any term,
condition or provision of (a) its organizational  documents, (b) any note, bond,
mortgage, deed of trust, security interest, indenture, license, agreement, plan,
contract,  lease,  commitment or other  instrument or obligation to which any of
the GSCP Funds is a party or by which any of them or any of their  properties or
assets  may be bound or  affected,  (c) any  order,  writ,  injunction,  decree,
statute,  rule or regulation applicable to any of the GSCP Funds or any of their
properties or assets, or (d) any permit,  license,  governmental  authorization,
consent  or  approval  necessary  for any of the  GSCP  Funds to  conduct  their
respective businesses as currently conducted, except in the case of clauses (b),
(c) and (d)  above  for  breaches,  defaults  or  violations  which  would  not,
individually or in the aggregate, reasonably be expected to have a GSCP Material
Adverse Effect.

               Section  3.6  Information  in  Proxy   Statement.   None  of  the
information  supplied by any of the GSCP Funds for inclusion or incorporation by
reference in the Proxy Statement will, at the date mailed to shareholders and at
the time of the Special Meeting, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made, not misleading.

               Section 3.7  Brokers.  No person is  entitled  to any  brokerage,
financial  advisory,  finder's or similar fee or commission  payable by the GSCP
Funds in connection with the Acquisition or the other transactions  contemplated
by this  Agreement  based  upon  arrangements  made by and on behalf of the GSCP
Funds.

               Section 3.8 Disclosure.  No  representation or warranty by any of
the GSCP Funds contained in or made pursuant to this Agreement, contains or will
contain any untrue  statement of a material  fact or omits or will omit to state
any material fact necessary,  in light of the  circumstances  under which it was
made, to make the statements herein or therein not misleading.  There is no fact
known to any of the GSCP Funds  which  would  reasonably  be expected to have an
GSCP  Material  Adverse  Effect which has not been set forth in this  Agreement,
including the GSCP Disclosure Letter.

<PAGE>



               Section  3.9 Funds  Available.  The GSCP  Funds  have  available,
without  resort to financing,  all the capital  resources  necessary in order to
effect the transactions  contemplated by this Agreement and will keep such funds
available until the Closing.

               Section  3.10  Investment  Representation.  (a)  Each of the GSCP
Funds is either (i) an  accredited  investor as such term is defined in Rule 501
promulgated  under the  Securities  Act,  or (ii) by reason of its  business  or
financial experience,  a sophisticated  investor who has the capacity to protect
its interest in connection with the transactions  contemplated hereunder and has
both appropriate  knowledge and experience with the current business  operations
and prospects of the Company and its  Subsidiaries and in financial and business
matters to  evaluate  the merits and risks of the Company  Common  Stock and the
related transactions contemplated hereunder.

               (b) The  Company  Common  Stock is being  acquired by each of the
GSCP Funds for its own account and not for any other Person, for investment only
and with no present  intention of  distributing  or reselling such shares or any
part  thereof or  interest  therein in any  transaction  that would  violate the
securities laws of the United States of America or any state, without prejudice,
however,  to the  rights  of each of the  GSCP  Funds  at all  times  to sell or
otherwise  dispose  of all or any  part of the  Company  Common  Stock  under an
effective registration statement or applicable exemption from registration under
the Securities Act and any applicable state securities law. "Person" or "person"
shall mean any natural  person,  firm,  partnership,  association,  corporation,
company, trust, business trust,  Governmental Entity (as hereinafter defined) or
other entity.

               (c)  The  Company  has  made  available  to the  GSCP  Funds  the
opportunity to ask questions of and receive answers from the Company  concerning
the Company and the terms and  conditions  under which Company Common Stock will
be issued to them and to obtain any  additional  information  which the  Company
possesses  or can  acquire  without  unreasonable  effort  or  expense  that  is
necessary to verify the accuracy of  information  furnished in  connection  with
this Agreement or in response to any request for information.

               (d) To the  extent the  Company  Common  Stock is not  registered
under the Securities Act, the Company may affix to the  certificates  evidencing
such shares legends in connection with the foregoing.

               (e) Nothing in  Subsection  (a) or (c) of this Section 3.10 shall
change,  modify or  otherwise  affect  any other  provision  of this  Agreement,
including without  limitation the  representations  and warranties in Article IV
hereof.

<PAGE>



                                      ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF THE COMPANY

               Except  as  otherwise  disclosed  to the  GSCP  Funds in a letter
delivered  to  them  prior  to  the  execution  hereof  (which  letter  contains
appropriate  references to identify the representations and warranties herein to
which the  information in such letter  relates and which letter is  incorporated
herein and made a part hereof) (the "Company  Disclosure  Letter"),  the Company
represents and warrants to the GSCP Funds as follows:

               Section  4.1  Organization.  The  Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Florida and has the corporate power and authority and all necessary governmental
approvals to own,  lease and operate its properties and to carry on its business
as it is now being conducted or presently  proposed to be conducted,  except for
such government approvals,  the failure of which to have, individually or in the
aggregate,  would not reasonably be expected to have a Company  Material Adverse
Effect (as  hereinafter  defined).  The Company is duly  qualified  as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of its  properties  owned or held under lease or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the business, assets, liabilities,  results of
operations or financial  condition of the Company and the Company  Subsidiaries,
taken as a whole,  or  materially  adversely  affect  the  ability of Company to
consummate the  transactions  contemplated  hereby (a "Company  Material Adverse
Effect");  provided,  however,  that Company  Material  Adverse Effect shall not
include  any  adverse  effect  resulting  from (i)  changes in general  economic
conditions prior to the date of this Agreement,  (ii) changes or developments in
the mortgage loan industry,  generally,  prior to the date of this Agreement, or
(iii) GSCP's  unreasonably  withholding its consent to any action by the Company
or a Company Subsidiary that is otherwise  prohibited by Section 5.1 following a
request by the Company to take such action.

               Section  4.2  Capitalization.  As of the  date  hereof:  (i)  the
authorized  capital  stock of the  Company  consisted  of  50,000,000  shares of
Company Common Stock and 10,000,000  shares of preferred  stock,  par value $.01
per share,  of the Company (the  "Company  Preferred  Stock"),  of which 500,000
shares  have  been  designated  Class  A  Preferred  Stock,  300,000  have  been
designated  Class B  Preferred  Stock,  800,000  have  been  designated  Class C
Exchangeable  Preferred Stock and 800,000 have been designated Class D Preferred
Stock, (ii) 34,104,590 shares of Company Common Stock and 523,760.758  shares of
Company  Preferred  Stock were  issued and  outstanding,  consisting  of 500,000
shares  of Class A Company  Preferred  Stock  and  23,760.758  shares of Class C
Exchangeable  Company Preferred Stock,  (iii) stock options to acquire 1,556,384
shares of Company  Common  Stock were  issued  and  outstanding  under the stock
incentive  plans of the Company (the  "Company  Stock  Options"),  and (iv) such
rights to acquire shares in

<PAGE>



order to effect a conversion of preferred stock into shares as exist in favor of
GSCP and its affiliates  pursuant to the Initial Loan  Agreement,  as amended by
Amendment No. 1, and the transactions  contemplated  thereby.  All of the issued
and outstanding  shares of Company Common Stock are validly  issued,  fully paid
and nonassessable and free of preemptive  rights.  Except as set forth above and
as set forth in  Section  4.2 of the  Company  Disclosure  Letter,  there are no
shares of  capital  stock of the  Company  issued or  outstanding,  no  options,
warrants or rights for, or other securities  convertible into,  capital stock of
the Company,  and no agreements or commitments  obligating the Company to issue,
sell or acquire any shares of its capital stock.

               Section 4.3 Company Common Stock; Company  Subsidiaries.  (a) All
of the shares of Company  Common Stock to be  transferred  and  delivered to the
GSCP Funds in accordance  with this Agreement  will be, when so transferred  and
delivered,  duly authorized,  validly issued,  fully paid and  nonassessable and
free of preemptive  rights.  Upon the delivery of such shares of Company  Common
Stock to the GSCP Funds at the Closing,  as provided for in this Agreement,  the
Company  will  transfer to the GSCP Funds good and valid  title to such  shares,
free and clear of any lien,  pledge,  charge,  security  interest,  encumbrance,
title  retention   agreement,   adverse  claim,   option  or  other  restriction
whatsoever,  except such restrictions placed thereon by any of the GSCP Funds or
any person claiming by, through or under any of the GSCP Funds.

               (b) Section  4.3(b) of the Company  Disclosure  Letter sets forth
the  name  of  each  subsidiary  of  the  Company  (collectively,  the  "Company
Subsidiaries")   and  the  state  or  jurisdiction  of  its   incorporation   or
organization.  Each Company  Subsidiary  is a  corporation  or other entity duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its incorporation or organization and has the corporate or other
similar power and authority  and all  necessary  governmental  approvals to own,
lease and  operate  its  properties  and to carry on its  business  as now being
conducted,  except where any failure of the  aforementioned to be the case would
not, individually or in the aggregate,  reasonably be expected to have a Company
Material Adverse Effect.  Each Company  Subsidiary is duly qualified or licensed
and in good standing to do business in each  jurisdiction  in which the property
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such  qualification or licensing  necessary,  except in such jurisdictions
where any failure of the  aforementioned to be the case would not,  individually
or in the aggregate,  reasonably be expected to have a Company  Material Adverse
Effect.

               (c)  Except  as set  forth  in  Section  4.3(c)  of  the  Company
Disclosure  Letter,  the Company  is,  directly  or  indirectly,  the record and
beneficial  owner of all of the  outstanding  shares of capital stock of each of
the Company Subsidiaries,  there are no proxies with respect to any such shares,
and no equity securities of any Company Subsidiary are or may become required to
be issued,  and there are no understandings or arrangements by which the Company
or any Company Subsidiary is or may be bound to issue, redeem,  purchase or sell
additional shares of capital stock of any Company

<PAGE>



Subsidiary or securities convertible into or exchangeable or exercisable for any
such  shares.  Except as set forth in Section  4.3(c) of the Company  Disclosure
Letter,  all of such shares so owned by the Company  are validly  issued,  fully
paid and nonassessable and are owned by it free and clear of any Encumbrances or
restrictions with respect to the transferability or assignability thereof (other
than restrictions on transfer imposed by federal or state securities laws).

               (d)  Except  for the  Company  Subsidiaries  or as  described  in
Section 4.3(d) of the Company  Disclosure  Letter, the Company does not directly
or indirectly own any equity or similar interest in, or any interest convertible
into or exchangeable  or exercisable for any equity or similar  interest in, any
corporation,  partnership, joint venture or other business association or entity
that  directly or  indirectly  conducts  any  activity  which is material to the
Company.

               Section 4.4 Authority Relative to This Agreement. The Company has
the corporate  power and authority to enter into this Agreement and to carry out
its  obligations  hereunder.  The  execution,  delivery and  performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby have been duly  authorized by the Board of Directors of the
Company, acting upon the unanimous  recommendation of the Special Committee, and
no other  corporate  proceed  ings on the part of the  Company,  other  than the
Company  obtaining  the  Shareholder  Approval  pursuant  to  Section  2.1,  are
necessary to authorize this Agreement,  the Restated  Articles of Incorporation,
the Amendment,  the Restated Bylaws,  the Acquisition or the other  transactions
contemplated hereby. Subject to the foregoing,  this Agreement has been duly and
validly  executed and  delivered  by the Company and  (assuming  this  Agreement
constitutes  a  valid  and  binding  obligation  of  each  of  the  GSCP  Funds)
constitutes a valid and binding  agreement of the Company,  enforceable  against
the Company in  accordance  with its terms,  subject to  applicable  bankruptcy,
reorganization,  insolvency,  moratorium  and other  laws  affecting  creditors'
rights  generally  from  time  to  time  in  effect  and  to  general  equitable
principles.

               Section 4.5 Consents and Approvals: No Violations. Except (a) for
the Governmental  Requirements,  (b) for the filings,  permits,  authorizations,
consents or approvals  with, of or by Government  Entities listed in Section 4.5
of the  Company  Disclosure  Letter or (c) where the  failure to make any filing
with,  or to obtain  any  permit,  authorization,  consent or  approval  of, any
Governmental  Entity  would  not  prevent  or  delay  the  consummation  of  the
Acquisition,  or otherwise  prevent the Company from  performing its obligations
under  this  Agreement,  and  would  not,  individually  or  in  the  aggregate,
reasonably  be expected to have a Company  Material  Adverse  Effect,  no filing
with,  and no permit,  authorization,  consent or approval of, any  Governmental
Entity  is  necessary  for  the  execution,  delivery  and  performance  of this
Agreement by the Company and the  consummation by the Company of the Acquisition
and the other transactions  contemplated by this Agreement.  Except as set forth
in Section 4.5 of the Company

<PAGE>



Disclosure Letter, no consent or approval of any other party (including, but not
limited to, any party to any Company  Contracts (as defined  below)) is required
to be  obtained  by the Company or any  Company  Subsidiary  for the  execution,
delivery or performance  of this Agreement or the  performance by the Company of
the transactions  contemplated  hereby,  except for such consents the failure of
which to obtain  would not,  individually  or in the  aggregate,  reasonably  be
expected  to have a  Company  Material  Adverse  Effect.  Except as set forth in
Section 4.5 of the Company Disclosure Letter, neither the execution, delivery or
performance  of this  Agreement  by the  Company,  nor the  consummation  by the
Company of the transactions  contemplated  hereby, nor compliance by the Company
with any of the  provisions  hereof,  will (i)  conflict  with or  result in any
breach of any  provisions  of the  Articles  of  Incorporation  or Bylaws of the
Company, or similar organizational documents of any of the Company Subsidiaries,
(ii)  result in a  violation  or breach of, or  constitute  (with or without due
notice  or lapse  of time or  both) a  default  (or  give  rise to any  right of
termination,  cancellation, vesting, payment, exercise, acceleration, suspension
or revocation)  under,  any of the terms,  conditions or provisions of any note,
bond, mortgage, deed of trust, security interest,  indenture, license, contract,
agreement, plan or other instrument or obligation to which the Company or any of
the  Company  Subsidiaries  is a party or by  which  any of them or any of their
properties  or assets are bound,  (iii)  violate  any order,  writ,  injunction,
decree,  statute,  rule or  regulation  applicable to the Company or the Company
Subsidiaries or any of their  properties or assets,  (iv) result in the creation
or  imposition  of any  Encumbrance  on any asset of the  Company or any Company
Subsidiary  or (v) cause the  suspension or  revocation  of any  certificate  of
authority,  permit,  license,  governmental  authorization,  consent or approval
necessary  for the  Company or any of the  Company  Subsidiaries  to conduct its
business as currently conducted, except in the case of clauses (ii), (iii), (iv)
and  (v)  for  violations,  breaches,  defaults,  terminations,   cancellations,
accelerations,    vestings,   payments,   exercises,   creations,   impositions,
suspensions or revocations  which would not,  individually  or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect.

               Section 4.6 Company SEC  Reports.  The Company has filed with the
SEC and made  available  to GSCP true and complete  copies of each  registration
statement, report and proxy or information statement (including exhibits and any
amendments  thereto)  filed or required to be filed by the Company  with the SEC
since  January 1, 1997  (collectively,  the  "Company SEC  Reports").  As of the
respective  dates the Company  SEC  Reports  were filed with the SEC or amended,
each of the Company SEC Reports (i) complied as to form in all material respects
with all applicable requirements of the Securities Act and Exchange Act, and the
rules and regulations promulgated thereunder and (ii) did not contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which they were  made,  not  misleading.  Each of the
audited  consolidated  financial  statements and unaudited interim  consolidated
financial  statements of the Company (including any related notes and schedules)
included  (or  incorporated  by  reference)  in the Company  SEC Reports  fairly
presents in all material

<PAGE>



respects,  in conformity with generally accepted accounting  principles ("GAAP")
applied on a consistent basis (except as may be indicated in the notes thereto),
the consolidated  financial position of the Company and the Company Subsidiaries
as of the dates thereof and the  consolidated  results of their  operations  and
changes in their  financial  position  for the  periods  then ended  (subject to
normal  year-end  adjustments,  in the case of any unaudited  interim  financial
statements)  except (x) as set forth in Section  4.6 of the  Company  Disclosure
Letter, and (y) that the interim,  financial  statements do not include complete
footnotes required by GAAP.

               Section 4.7 Absence of Certain Changes. Since September 30, 1998,
except as set forth in Section 4.7 of the Company Disclosure  Letter,  there has
been no event,  condition or set of circumstances which,  individually or in the
aggregate,  has had or is  reasonably  likely to  result  in a Company  Material
Adverse  Effect,  and the  Company  and  the  Company  Subsidiaries  have in all
material respects conducted their businesses in the ordinary course.

               Section 4.8 Litigation. Except as set forth in Section 4.8 of the
Company Disclosure Letter, there is no suit, action, proceeding or investigation
(whether at law or equity,  before or by any  federal,  state or foreign  court,
tribunal,   commission,   board,  agency  or  instrumentality,   or  before  any
arbitrator) pending or, to the knowledge of the Company,  threatened against the
Company  or any of  the  Company  Subsidiaries,  which,  individually  or in the
aggregate,  would  reasonably  be  expected to have a Company  Material  Adverse
Effect,  nor is there any  judgment,  decree,  injunction,  rule or order of any
court,   governmental  department,   commission,   agency,   instrumentality  or
arbitrator  outstanding  against the Company or any of the Company  Subsidiaries
having,  or which,  insofar as can  reasonably  be  foreseen,  in the future may
reasonably be expected to have, a Company Material Adverse Effect.

               Section  4.9  Absence  of  Undisclosed  Liabilities.  Except  for
liabilities  or  obligations  (i) which are accrued or  reserved  against in the
Company's  financial  statements (or reflected in the notes thereto) included in
the Company's  Quarterly Report on Form 10-Q for the nine months ended September
30, 1998 or (ii) disclosed in Section 4.9 of the Company  Disclosure Letter, the
Company and the Company  Subsidiaries do not have any liabilities or obligations
of any nature whatsoever  (whether absolute,  accrued,  contingent or otherwise)
("Liabilities")  required  by GAAP to be set forth on the  balance  sheet of the
Company  or  any  Company  Subsidiary,  other  than  Liabilities  arising  since
September 30, 1998 in the ordinary  course of business that,  individually or in
the aggregate,  are not  reasonably  likely to have a Company  Material  Adverse
Effect.

               Section  4.10 No Default.  Except as set forth in Section 4.10 of
the  Company  Disclosure  Letter,  neither  the  Company  nor any of the Company
Subsidiaries  is in violation  or breach of, or default  under (and no event has
occurred  which  with  notice or the lapse of time or both  would  constitute  a
violation or breach of, or a default under) any

<PAGE>



term,   condition  or  provision   of  (a)  its  Articles  or   Certificate   of
Incorporation, as the case may be, or Bylaws, (b) any note, bond, mortgage, deed
of trust,  security interest,  indenture,  license,  agreement,  plan, contract,
lease,  commitment or other instrument or obligation to which the Company or any
of the  Company  Subsidiaries  is a  party  or by  which  they  or any of  their
properties  or assets  are  bound,  (c) any  order,  writ,  injunction,  decree,
statute,  rule or  regulation  applicable  to the  Company or any of the Company
Subsidiaries or any of their properties or assets,  or (d) any permit,  license,
governmental authorization, consent or approval necessary for the Company or any
of the Company Subsidiaries to conduct their respective  businesses as currently
conducted,  except in the case of clauses (b),  (c) and (d) above for  breaches,
defaults  or  violations  which  would not,  individually  or in the  aggregate,
reasonably be expected to have a Company Material Adverse Effect.

               Section 4.11 Taxes.  Except as set forth in the Company's  Annual
Report on Form 10-K for the year ended  December 31, 1997 or Section 4.11 of the
Company Disclosure Letter, to the knowledge of the Company:

               (a) (i) all material Tax Returns  relating to the Company and the
Company  Subsidiaries  required to be filed have been  filed,  (ii) all such Tax
Returns are true and correct in all material respects,  (iii) all Taxes shown as
due and payable on such Tax  Returns,  and all  material  Taxes  (whether or not
reflected  on such Tax  Returns)  relating  to the Company or any of the Company
Subsidiaries  required to be paid have been paid,  (iv)  adequate  reserves have
been made on the most recent  financial  statements  included in the Company SEC
Reports in  accordance  with GAAP for all Taxes  relating to the Company and the
Company Subsidiaries for all taxable periods or portions thereof accrued through
the date of such  financial  statements,  and (v) the  Company  and the  Company
Subsidiaries  have duly and timely  withheld all material  Taxes  required to be
withheld  and such  withheld  Taxes have been  either  duly and  timely  paid or
properly  set aside in  accounts  for such  purpose  and will be duly and timely
paid.

               (b) no written  agreement or other  written  document  waiving or
extending,  or having  the  effect of  waiving  or  extending,  the  statute  of
limitations  or the period of assessment or collection of any Taxes  relating to
the Company or any of the  Company  Subsidiaries  and no power of attorney  with
respect  to any such  Taxes  has been  filed or  entered  into  with any  taxing
authority.  The time for filing any Tax Return relating to the Company or any of
the Company  Subsidiaries has not been extended to a date later than the date of
this Agreement.

               (c) (i) no audits or other  administrative  proceedings  or court
proceed ings are presently pending with regard to any Taxes or Tax Return of the
Company or any of the Company  Subsidiaries as to which any taxing authority has
asserted in writing any claim which, if adversely  determined,  would reasonably
be  expected  to have a  Company  Material  Adverse  Effect,  and (ii) no taxing
authority is now asserting in writing any

<PAGE>



deficiency  or claim for Taxes or any  adjustment to Taxes with respect to which
the Company or any of the  Company  Subsidiaries  may be liable with  respect to
income  and other  material  Taxes  which  has not been  fully  paid or  finally
settled.

               (d) none of the  Company and the  Company  Subsidiaries  (i) is a
party to or bound by or has any  obligation  under any written Tax sharing,  Tax
indemnity or similar agreement or arrangement  (including,  without  limitation,
the Tax indemnification provisions of any acquisition or disposition agreement),
(ii) is or has been a member of any consolidated,  combined or unitary group for
purposes  of filing Tax  Returns or paying  Taxes  (other  than such a group the
common  parent  of which is the  Company)  or (iii) has  entered  into a closing
agreement pursuant to Section 7121 of the Code, or any predecessor  provision or
any similar provision of state or local law.

               (e)  none of the  assets  of the  Company  or any of the  Company
Subsidiaries  are  subject to any Tax lien  (other than liens for Taxes that are
not yet due or that are being contested in good faith by appropriate proceedings
and which  have been  properly  reserved  for in the  books and  records  of the
Company).

               (f) neither the  Company nor any of the Company  Subsidiaries  is
subject to an  election  to have the  provisions  of Section  341(f) of the Code
apply.

               (g)  "Taxes"  shall  mean all  federal,  state,  local or foreign
income,  alternative minimum,  accumulated  earnings,  personal holding company,
franchise, capital stock, profits, windfall profits, gross receipts, sales, use,
value added,  transfer,  registra tion, stamp, premium,  excise, customs duties,
severance,  environmental  (including taxes under Section 59A of the Code), real
property,  personal  property,  ad  valorem,  occupancy,   license,  occupation,
employment,  payroll,  social  security,  disability,   unemployment,   workers'
compensation,  withholding,  estimated or other  similar  taxes,  duties,  fees,
assess ments or other  governmental  charges or deficiencies  thereof (including
all interest and penalties thereon and additions  thereto).  "Tax Returns" shall
mean  all  federal,   state,  local  and  foreign  tax  returns,   declarations,
statements,   reports,  schedules,  forms  and  informa  tion  returns  and  any
amendments to any of the foregoing relating to Taxes.

               Section 4.12 Property. (a) Except as set forth in Section 4.12(a)
of  the  Company  Disclosure  Letter,  each  of  the  Company  and  the  Company
Subsidiaries  (i) has good and valid title to all of its properties,  assets and
other  rights  that do not  constitute  real  property  free  and  clear  of all
Encumbrances,  except for such Encumbrances that are not, individually or in the
aggregate,  reasonably  expected to have a Company Material Adverse Effect,  and
(ii) owns, has valid leasehold  interests in or valid contractual rights to use,
(x) each of the assets  identified in Schedule 5.1(f) and (y) all of the assets,
tangible and intangible, used by, or necessary for the conduct of, its business,
except  where the failure to have such valid  leasehold  interests or such valid
contractual rights are not,

<PAGE>



individually  or in the  aggregate,  reasonably  be  expected  to have a Company
Material Adverse Effect.

               (b)  Except  as set  forth  in  Section  4.12(b)  of the  Company
Disclosure  Letter or as would not reasonably be expected to result in a Company
Material Adverse Effect,  each of the Company and the Company  Subsidiaries owns
and has good and valid title to the real  property  owned by such party and used
in its  business,  free and  clear of all  Encumbrances,  except  for (A)  minor
imperfections of title, easements and rights of way, none of which, individually
or in the aggregate, materially detracts from the value of or impairs the use of
the  affected  property  or impairs the  operation  of the Company or any of the
Company Subsidiaries and (B) liens for current taxes not yet due and payable.

               (c) Section 4.12(c) of the Company Disclosure Letter sets forth a
list, which is accurate and complete in all material respects,  of each material
real property  lease under which the Company or any of the Company  Subsidiaries
is a tenant,  and the  Company  has made a true and  complete  copy of each such
lease available to GSCP. The Company and each Company  Subsidiary is in peaceful
and  undisturbed  possession  of the space and/or  estate under each lease under
which it is a  tenant,  and there are no  defaults  by it as tenant  thereunder,
except for such disturbances or defaults that would not,  individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect.

               Section  4.13  Compliance  with  Laws;  Authorizations.  (a)  The
business of the Company and each of the Company  Subsidiaries is being conducted
in compliance  with all applicable  laws,  including,  without  limitation,  all
insurance  codes,  laws,  usury,  truth  in  lending,   real  estate  settlement
procedures,  consumer credit protection,  equal credit  opportunity,  disclosure
laws,  ordinances,  rules,  regulations,  decrees and orders of any Governmental
Entity, and any other codes, laws, ordinances,  rules, regulations,  decrees and
orders  of any  Governmental  Entity  relating  to the  offer  and  sale  of the
Company's and the Company Subsidiaries'  products or services,  the marketing of
any such products or services to potential purchasers or subscribers thereto, or
any joint  venture  with any other  party  relating  to the  foregoing,  and all
material notices, reports,  documents and other information required to be filed
thereunder  within  the  last  three  years  were  properly  filed  and  were in
compliance  with such laws,  except,  in each case, for such  non-compliance  as
would not,  individually  or in the aggregate,  reasonably be expected to have a
Company Material Adverse Effect. The representations and warranties contained in
this Section  4.13 do not cover any matters  covered by Sections  4.18,  4.19 or
4.20.

               (b) The Company,  and each of the Company  Subsidiaries,  has all
certificates  of  authority,  approvals,  authorizations,  permits and licenses,
including,  without limitation,  mortgage banking licenses, the use and exercise
of  which  are  necessary  for the  conduct  of its  business  as now  conducted
("Authorizations"),  other than such  Authorizations  the absence of which would
not, individually or in the aggregate,

<PAGE>



reasonably be expected to have a Company Material  Adverse Effect.  The business
of the  Company  and  each of the  Company  Subsidiaries  has  been and is being
conducted  in  compliance  with  all  such   Authorizations,   except  for  such
non-compliance  as would not,  individually  or in the aggregate,  reasonably be
expected to have a Company  Material  Adverse  Effect.  To the  knowledge of the
Company after due inquiry or as would not reasonably be likely,  individually or
in the  aggregate,  to result in a Company  Material  Adverse  Effect,  all such
Authorizations  are in full  force and  effect,  and there is no  proceeding  or
investigation  pending or threatened and no  communication,  whether  written or
oral, which would  reasonably be expected to lead to the revocation,  amendment,
failure  to  renew,   limitation,   suspension  or   restriction   of  any  such
Authorization.  Section  4.13(b) of the Company  Disclosure  Letter sets forth a
list of each material Authorization.

               (c)  Except  as set  forth  in  Section  4.13(c)  of the  Company
Disclosure  Letter,  neither the Company nor any Company  Subsidiary has entered
into any  agreements  or  stipulations  with  any  Governmental  Entity,  and no
judgments, decrees, injunctions, fines or orders of any Governmental Entity have
been issued with  respect to the  Company and the Company  Subsidiaries,  which,
individually  or in the  aggregate,  has had or would  reasonably be expected to
have a Company Material Adverse Effect.

               Section 4.14 Regulatory  Filings.  The Company has made available
for inspection by GSCP complete  copies of all material  registrations,  filings
and submissions  made since January 1, 1997 by the Company or any of the Company
Subsidiaries with any Governmental Entity and any reports of examinations issued
since January 1, 1997 by any such Governmental Entity that relate to the Company
or any of the Company  Subsidiaries.  The  Company and the Company  Subsidiaries
have  filed  all  reports,  statements,  documents,  registrations,  filings  or
submissions  required to be filed by any of them with any  Governmental  Entity,
except where the failure to file,  in the  aggregate,  would not  reasonably  be
expected  to have a  Company  Material  Adverse  Effect;  and all such  reports,
statements, documents, registrations, filings or submissions were true, complete
and  accurate  and  complied  with  applicable  law when  filed  except for such
inaccuracies and  noncompliance as would not,  individually or in the aggregate,
reasonably be expected to have a Company  Material Adverse Effect and, except as
set  forth  in  Section  4.14 of the  Company  Disclosure  Letter,  no  material
deficiencies have been asserted by any such Governmental  Entity with respect to
such reports, statements, documents, registrations,  filings or submissions that
have not been satisfied, except for such deficiencies as would not, individually
or in the aggregate,  reasonably be expected to have a Company  Material Adverse
Effect.

               Section  4.15  Investments.  (a)  Section  4.15  of  the  Company
Disclosure  Letter  sets  forth  a  materially  accurate  and  complete  list of
investments,   including,   without  limitation,   any  securities,   derivative
instruments,   repurchase  agreements,  options,  forwards,  futures  or  hybrid
securities  ("Company  Investments")  owned  by  the  Company  and  the  Company
Subsidiaries as of September 30, 1998, together with the cost basis,

<PAGE>



book or  amortized  value,  as the  case may be,  and  investment  rating  as of
September  30,  1998 of each  such  Company  Investment.  Except as set forth in
Section  4.15 of the  Company  Disclosure  Letter,  the  Company and the Company
Subsidiaries have good and marketable title to the Company Investments.

               Section  4.16  Information  in  Proxy  Statement.   None  of  the
information  supplied by the Company for inclusion or incorporation by reference
in the Proxy Statement  will, and the Proxy Statement (or any amendment  thereof
or  supplement  thereto)  will not, at the date it becomes  effective and at the
time of the Special Meeting,  contain any untrue statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made,  not  misleading , except that no  representation  is made by the
Company with respect to statements made therein based on information supplied by
the GSCP  Funds in  writing  for  inclusion  in the Proxy  Statement.  The Proxy
Statement will comply as to form in all material respects with the provisions of
the Exchange Act and the rules and regulations thereunder.

               Section 4.17 Brokers.  Except as set forth in Section 4.17 of the
Company  Disclosure  Letter,  no person is entitled to any brokerage,  financial
advisory,  finder's or similar fee or  commission  payable by the Company or any
Company  Subsidiary in connection with the Acquisition or the other transactions
contemplated  hereby  based  upon  arrangements  made  by and on  behalf  of the
Company.

               Section 4.18 Employee  Benefit Plans;  ERISA. (a) Section 4.18(a)
of the Company Disclosure Letter sets forth a complete and accurate list of: (i)
all  severance,  employment,  consulting,  change of control,  retention and all
other similar  agreements  between the Company or any Company Subsidiary and any
current or former employee, agent, independent contractor,  officer or director,
(ii) all severance  programs,  policies and practices of the Company and each of
the Company  Subsidiaries,  (iii) all plans or  arrangements  of the Company and
each of the Company  Subsidiaries  relating to its respective  current or former
employees,  agents, independent contractors,  officers or directors that contain
change in  control  provisions,  including  in all cases any and all  amendments
thereto,  and (iv) all Company  Benefit Plans.  For purposes of this  Agreement,
"Company Benefit Plan" shall mean any pension,  post-retirement  benefit, profit
sharing, deferred compensation,  incentive compensation,  stock ownership, stock
purchase, stock option, phantom stock, equity-based award, retirement, vacation,
disability,  death benefit,  hospitalization or other medical, dental, accident,
disability,  life  or  other  insurance,   supplemental  unemployment  benefits,
material  bonus,  fringe  and  other  welfare  benefit  plan,  program,  policy,
agreement  or  arrangement,  and each  other  employee  benefit  plan,  program,
agreement,  arrangement or  understanding  providing  benefits to any current or
former  employee,  agent,  independent  contractor,  officer or  director of the
Company or any of the Company Subsidiaries,  whether written or unwritten,  that
is or has been  maintained  or  established  by the Company or any other  Person
that, together with the

<PAGE>



Company,  is treated as a single  employer under Section 414 of the Code (each a
"Company Commonly  Controlled  Entity"),  or to which the Company or any Company
Commonly Controlled Entity contributes or is obligated or required to contribute
or with regard to which the Company or any of its  Company  Commonly  Controlled
Entities  has  knowledge  of any  event,  transaction  or  condition  that would
reasonably be expected to result in any material liability at the Closing.

               (b) With  respect to each  Company  Benefit  Plan,  to the extent
applic  able,  the Company and the Company  Subsidiaries  have  heretofore  made
available or have caused to be made  available to GSCP true and complete  copies
of the following documents:  (i) a copy of each written Company Benefit Plan and
a summary of the essential terms of each unwritten  Company Benefit Plan, (ii) a
copy of the most recent  annual  report on Form 5500 and  actuarial  report,  if
required under the Employee  Retirement  Income Security Act of 1974, as amended
("ERISA"),  (iii) a copy of the most recent  Summary Plan  Description  required
under ERISA with  respect  thereto,  (iv) if the Company  Benefit Plan is funded
through a trust or any third party funding vehicle, a copy of the trust or other
funding agreement and the latest financial  statements thereof, and (v) the most
recent  determination  letter received from the IRS with respect to each Company
Benefit Plan intended to qualify under Section 401 of the Code.

               (c)  Except  as set  forth  in  Section  4.18(c)  of the  Company
Disclosure  Letter,  (i) with respect to the Company Benefit Plans, no event has
occurred and there exists no condition or set of  circumstances,  in  connection
with which the  Company  or any  Company  Commonly  Controlled  Entity  could be
subject to any  liability  under  ERISA,  the Code or any other  applicable  law
(either  directly or  indirectly,  including  as a result of an  indemnification
obligation or any joint and several liability obligations) that, individually or
in the aggregate,  would result in a material liability to the Company or any of
the Company Subsidiaries,  (ii) no Company Benefit Plan is a multi-employer plan
within the meaning of Section  3(37) of ERISA,  (iii) each Company  Benefit Plan
has been  administered  substantially  in accordance with its terms, and all the
Company Benefit Plans have been operated and are in material compliance with the
applicable  provisions of ERISA,  the Code and all other applicable laws and the
terms of all applicable  collective  bargaining agreements except in so far as a
failure to so comply, whether individually or collectively,  would not result in
a material  liability  to the Company or any of the Company  Subsidiaries,  (iv)
with respect to each plan intended to be a qualified  plan under Section  401(a)
of the Code, the IRS has issued a favorable determination letter with respect to
the  qualification  of each such Company  Benefit Plan and its related trust, if
any,  and the IRS has not taken any  action to revoke  any such  letter  and the
Company knows of no event that has occurred since the date of such determination
that would reasonably be expected to result in the disqualification of such plan
and (v) there are no pending or, to the knowledge of the Company,  threatened or
anticipated actions,  suits,  claims,  assessments,  complaints,  proceedings or
investigations  of any kind in any court or governmental  agency with respect to
any Company Benefit Plan (other than routine claims for benefits) that

<PAGE>



could reasonably be expected to result in a material liability to the Company or
the Company Subsidiaries.

               (d)  Except  as set  forth  in  Section  4.18(d)  of the  Company
Disclosure  Letter,  (i) no Company  Benefit Plan provides for medical  benefits
(whether or not insured) to be made  available with respect to current or former
employees,  agents,  officers,  directors  or  independent  contractors  (or any
dependent  of any of them)  after  retirement  or other  termination  of service
(other than (x)  coverage  mandated by  applicable  law or (y) benefits the full
cost of which is  borne by the  current  or  former  employee,  agent,  officer,
director  or  independent   contractor),   and  (ii)  the  consummation  of  the
transactions  contemplated by this Agreement will not (x) entitle any current or
former  employee,  agent,  independent  contractor,  director  or officer of the
Company or any of the Company  Subsidiaries or any Company  Commonly  Controlled
Entity to severance pay, golden parachute payment, or any other payment from the
Company or a Company Subsidiary, except as expressly provided in this Agreement,
(y)  accelerate  the time of  payment  or  vesting,  or  increase  the amount of
compensation due any such employee,  agent, independent contractor,  director or
officer, or (z) constitute a "change in control" under any Company Benefit Plan.

               (e) Section 4.18(e) of the Company Disclosure Letter sets forth a
complete and accurate list of all Company Stock  Options  outstanding  as of the
date of this  Agreement  (including  the name of the Company Stock Option holder
and such person's relationship to the Company and the Company Subsidiaries,  the
vesting  schedules,  exercise  periods and  exercise  prices  thereof and of all
Company stock appreciation  rights ("Company SAR's")  outstanding as of the date
of this  Agreement  (including  the  name of the  Company  SAR  holder  and such
person's  relationship  to the  Company and the  Company  Subsidiaries)  and the
reference market prices thereof.

               Section 4.19 Labor and Employee Relations. Except as disclosed in
Section  4.19 of the Company  Disclosure  Letter,  none of the  employees of the
Company or the Company  Subsidiaries  are represented by any labor  organization
and,  to the  knowledge  of the  Company,  no union  claims to  represent  these
employees  have  been  made.   Neither  the  Company  nor  any  of  the  Company
Subsidiaries  is a party  to any  collective  bargaining  or other  labor  union
contract  applicable  to persons  employed  by the Company or any of the Company
Subsidiaries,  and no collective bargaining agreement is being negotiated by the
Company  or  Company  Subsidiaries.  There is no labor  dispute,  strike or work
stoppage  against  the  Company  or  Company  Subsidiaries  pending,  or to  the
knowledge  of the  Company,  threatened  except for such  routine  disputes  and
grievances  as  would  not,  individually  or in the  aggregate,  reasonably  be
expected to have a Company  Material  Adverse  Effect.  To the  knowledge of the
Company,  the  Company  and  Company  Subsidiaries  are not,  and have not been,
engaged in any unfair labor practices as defined in the National Labor Relations
Act or similar applicable law, ordinance or regulation, nor is

<PAGE>



there pending any unfair labor  practice  charge,  except for such as would not,
individually  or in the  aggregate,  reasonably  be  expected  to have a Company
Material Adverse Effect.

               Section 4.20  Environmental  Matters.  (a) Except as disclosed in
Section 4.20(a) of the Company  Disclosure  Letter or as would not reasonably be
likely to have a Company  Material  Adverse Effect,  (i) each of the Company and
the Company Subsidiaries is and has been in compliance in all respects with and,
has no  existing  liabilities  under,  and (ii) there are no  written  claims or
notice by any person received by the Company or any of the Company  Subsidiaries
that any of the Company or the Company  Subsidiaries  has not been in compliance
in all respects with or has any existing  liabilities under all applicable laws,
rules,  regulations,  common law, ordinances,  decrees, orders and other binding
legal requirements  relating to pollution,  the preservation of the environment,
and  the  exposure  to  materials   in  the   environment   or  the  work  place
("Environmental Laws") with respect to property owned, leased or operated by the
Company or any of the Company  Subsidiaries.  Except as would not  reasonably be
likely to have a Company Material Adverse Effect, neither the Company nor any of
the  Company  Subsidiaries  is  subject to any  decrees,  orders,  decisions  of
arbitrators or judgments that impose  requirements,  restrictions or liabilities
under,  or  penalties  for  violations  of,  any   Environmental   Laws  or  the
aforementioned requirements or restrictions.

               (b)  Except  as  disclosed  in  Section  4.20(b)  of the  Company
Disclosure  Letter,  with respect to currently  owned  property and all property
formerly  owned,  leased  or  operated  by the  Company  or  any of the  Company
Subsidiaries,  including  foreclosure  property, to the knowledge of the Company
after  due  inquiry,  there  are no  past  or  present  actions,  conditions  or
occurrences  that could  form the basis of any claim  under  Environmental  Laws
against,  or  liability  under such laws of, the  Company or any of the  Company
Subsidiaries, except for such claims or liabilities which in the aggregate would
not reasonably be expected to result in a Company Material Adverse Effect.

               Section  4.21  Opinion of  Financial  Advisor.  The  Company  has
received  a  written  opinion  from  Donaldson,  Lufkin  &  Jenrette  Securities
Corporation  and the Special  Committee of the Board of Directors has received a
written  opinion from J.P.  Morgan  Securities  Inc.,  both dated as of the date
hereof, and acknowledgements of such opinions, both dated March 31, 1999, to the
effect that the investment to be made by the GSCP Funds in the Company  pursuant
to the terms of this Agreement, the Initial Loan Agreement,  Amendment No. 1 and
the Loan  Agreement  is fair to the public  shareholders  of the Company  from a
financial  point of  view,  and the  Company  has  received  the  permission  of
Donaldson,  Lufkin & Jenrette Securities  Corporation and J.P. Morgan Securities
Inc. to include such opinions in the Proxy Statement.

               Section  4.22   Contracts.   (a)  Section  4.22  of  the  Company
Disclosure Letter sets forth a list of all contracts,  agreements,  arrangements
or understandings (written or oral) ("Contracts") to which the Company or any of
the Company Subsidiaries

<PAGE>



is a party or by which it or any of them is bound and which are not set forth as
exhibits to any of the Company SEC Reports and which:

               (i)  require  the  payment by or to the  Company  or the  Company
Subsidiaries  of amounts in excess of $50,000 per annum or are joint  venture or
strategic  alliance  or  similar  agreements,  except  for  (x)  mortgage  loans
purchased or originated in the ordinary course of business, (y) Contracts of the
types specified in clauses (i) - (iv) of Section 4.18(a), or (z) agency, dealer,
correspondent,  sales  representative,  marketing and similar agreements entered
into in the ordinary course of business;

               (ii) restrict the Company or any of the Company Subsidiaries from
engaging in any line of business in any  geographic  area or competing  with any
person or entity or  restricting  the  ability  of the  Company  or the  Company
Subsidiaries to acquire equity securities of any person or entity;

               (iii)  are   employment,   consulting   or  severance   contracts
applicable to any employee, officer, director,  consultant or shareholder of the
Company or the Company Subsidiaries,  other than any contract which by its terms
the Company or any Company  Subsidiary  may  terminate on not more than 60 days'
notice without liability;

               (iv) were entered into in connection with an  acquisition,  sale,
lease, license, disposition or similar agreement of or regarding another entity,
block of business,  real  property or other assets or property by the Company or
any Company Subsidiary either not in the ordinary course of business (separately
identifying  any such Contract which includes a continuing  payment or indemnity
obligation),  or which pertain to any such assets or property which have a value
greater than $500,000,  except for mortgage loans purchased or originated in the
ordinary course of business;

               (v) is an evidence of any  indebtedness for borrowed money of the
Company or any of the Company  Subsidiaries,  including without limitation,  any
note, bond, mortgage, deed of trust, credit agreement, loan agreement,  security
agreement, or indenture;

               (vi) is an intercompany agreement,  including without limitation,
any tax sharing, expense sharing, employee leasing or other similar agreement;

               (vii) were entered into in  connection  with  securitizations  or
pools of mortgage  loans,  including,  without  limitation,  any  mortgage  sale
agreement  or mortgage  servicing  agreement to which the Company or any Company
Subsidiary is a party (the "Mortgage Servicing Agreements") relating thereto and
any documentation  evidencing the rights in respect of interest only or residual
certificates owned by the Company or any Company Subsidiary; any such agreements
described in the preceding  clause that were entered into in the ordinary course
of business may be described in Section 4.22 of the

<PAGE>



Company  Disclosure  Letter in  summary  form but shall be  subject  to  Section
4.22(b) hereof; or

               (viii) is a management,  administrative services, data processing
or software licensing Contract,  excluding off-the-shelf software licenses; (the
contracts in clause (i)-(viii), together with the Contracts filed as exhibits to
the Company SEC Reports, collectively, the "Company Contracts").

               (b)  With  respect  to  each  of the  Company  Contracts,  to the
knowledge  of the  Company,  except as  disclosed in Section 4.22 of the Company
Disclosure  Letter:  such  contract is (assuming due power and authority of, and
due  execution  and delivery by, the other party or parties  thereto)  valid and
binding  upon the Company or any Company  Subsidiary  party  thereto and, to the
Company's knowledge, the other party thereto and is in full force and effect.

               Section 4.23  Intellectual  Property.  The Company and/or each of
the Company  Subsidiaries  owns, or is licensed or otherwise  possesses  legally
enforceable rights to use all patents,  trademarks,  trade names, service marks,
copyrights,  and  any  applications  therefor,  technology,  know-how,  computer
software  programs  or  applications,  and  tangible or  intangible  proprietary
information  or  materials  that are used in the business of the Company and the
Company  Subsidiaries  as currently  conducted,  except for any such failures to
own, be  licensed or possess  that are not,  individually  or in the  aggregate,
reasonably  likely  to  have  a  Company  Material  Adverse  Effect,  and to the
knowledge of the Company all patents, trademarks, trade names, service marks and
copyrights  held by the Company  and/or the Company  Subsidiaries  are valid and
subsisting.  The  Company  does not know of any  claim  or any  infringement  or
similar  violation  that  could  give rise to any claim  against  the use by the
Company or any of the Company Subsidiaries of any trademarks, trade names, trade
secrets, copyrights, patents, technology, know-how or computer software programs
and  applications  used in the  business  of the  Company or any of the  Company
Subsidiaries  as currently  conducted or as proposed to be conducted which would
reasonably  be expected,  individually  or in the  aggregate,  to have a Company
Material Adverse Effect.

               Section 4.24 Voting Requirements; Takeover Statutes. (a) The only
votes of the  holders  of any  class or series of the  Company's  capital  stock
necessary  to  approve  and adopt  this  Agreement,  the  Restated  Articles  of
Incorporation,  the Acquisition and the other transactions  contemplated by this
Agreement excluding the Amendment are as follows:  (i) if a quorum consisting of
the majority of the voting power of the Company  Common Stock exists,  the votes
of the Company Common Stock that favor approval and adoption exceeding the votes
cast  opposing  approval and adoption in accordance  with Sections  607.0725 and
607.1003 of the FBCA; and (ii) the affirmative  votes of the holders of at least
66 2/3% of the Company's  Class A Preferred  Stock and Class C Preferred  Stock,
voting  separately  as a class.  The only  vote of the  holders  of any class or
series of

<PAGE>



the Company's  capital stock necessary to approve and adopt the Amendment is, if
a quorum  exists,  the majority of the voting power of the Company Common Stock,
excluding  any  voting  shares  held by the GSCP  Funds,  their  affiliates  and
associates, in accordance with Section 607.0901(5)(c) of the FBCA.

               (b)  The  Board  of  Directors  of  the  Company,  acting  on the
unanimous  recommendation  of the Special  Committee,  has approved the terms of
this  Agreement,  the Restated  Articles of  Incorporation,  the Amendment,  the
Restated Bylaws,  the consummation of the Acquisition and the other transactions
contemplated  by this  Agreement,  and such  approval  is  sufficient  to render
inapplicable  to this  Agreement,  the  Acquisition  and the other  transactions
contemplated  hereby the  provisions  of Sections  607.0901  and 607.0902 of the
FBCA. No other state takeover  statute or similar statute or regulation  applies
or purports to apply to this Agreement,  the Restated Articles of Incorporation,
the  Amendment,  the  Restated  Bylaws,  the  Acquisition  or any  of the  other
transactions   contemplated   hereby,  and  no  provision  of  the  Articles  of
Incorporation,  Bylaws or other  governing  instruments of the Company or any of
the Company Subsidiaries would,  directly or indirectly,  restrict or impair the
ability  of the GSCP  Funds to vote,  or  otherwise  to  exercise  the rights of
shareholders with respect to, shares of the Company and the Company Subsidiaries
that may be acquired or controlled by the GSCP Funds.

               Section  4.25  Disclosure.   To  the  Company's   knowledge,   no
representa tion or warranty by the Company or the Company Subsidiaries contained
in or made in any certificate  delivered  pursuant to this Agreement contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state any material fact necessary,  in light of the circumstances under which it
was made, to make the statements herein or therein not misleading.

               Section 4.26 Transactions with Affiliates. Except as set forth in
Section  4.26 of the Company  Disclosure  Letter or as  disclosed  in any of the
Company SEC Reports,  neither the Company nor any Company Subsidiary has entered
into any material transaction,  contract or arrangement with an Affiliate (other
than the Company, any Company Subsidiary or the GSCP Funds) (i) since January 1,
1998 or (ii) prior to January 1, 1998 and in respect of which either the Company
or a Company Subsidiary has or may in the future have continuing obligations.

               "Affiliate" or  "affiliate"  shall mean a Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common  control  with,  the first  Person,  including but not limited to a
subsidiary  of the  first  Person,  a Person  of which  the  first  Person  is a
subsidiary,  or another subsidiary of a Person of which the first Person is also
a subsidiary.  "Control"  (including the terms  "controls"  "controlled  by" and
"under common control with") means the  possession,  directly or indirectly,  of
the power to  direct or cause the  direction  of the  management  policies  of a
Person, whether

<PAGE>



through the ownership of voting securities,  by contract or credit  arrangement,
as trustee or executor, or otherwise.

               Section 4.27 Discontinued Operations. Section 4.27 of the Company
Disclosure Letter accurately describes all of the businesses and operations that
(i) have been  dissolved,  sold,  transferred  or  otherwise  disposed of by the
Company,  any Company  Subsidiary or any former  subsidiary of the Company,  any
Company  Subsidiary,  or any  predecessor  thereto and (ii) were  businesses and
operations of the Company,  any Company  Subsidiary or any former  subsidiary of
the Company or any predecessor  thereto, in either case, in respect of which any
of them may have any continuing material liability or obligation.


                                    ARTICLE V
                   CONDUCT OF BUSINESS PENDING THE ACQUISITION

               Section  5.1  Conduct of  Business  by the  Company  Pending  the
Acquisition. From the date hereof until the Closing, unless GSCP shall otherwise
agree  in  writing,  or  except  as set  forth  in  Section  5.1 of the  Company
Disclosure  Letter or as otherwise  contemplated by this Agreement,  the Company
and the Company Subsidiaries shall conduct their respective businesses solely in
the  ordinary  course  and  shall use all  commercially  reasonable  efforts  to
preserve  intact  their  business  organizations  and  relationships  with third
parties  (including  but not  limited  to their  respective  relationships  with
policyholders  and agents),  to keep  available  the  services of their  present
officers and key employees,  subject to the terms of this  Agreement.  Except as
set forth in  Section  5.1 of the  Company  Disclosure  Letter  or as  otherwise
provided in this Agreement,  from the date hereof until the Closing, without the
prior written consent of GSCP:

               (a) the  Company  shall  not and  shall not  permit  any  Company
Subsidiary  to adopt or propose any change in its Articles of  Incorporation  or
Bylaws;

               (b) the Company shall not declare,  set aside or pay any dividend
or other  distribution with respect to or acquire any shares of capital stock of
the Company, or split, combine or reclassify any of the Company's capital stock,
and the Company and the Company  Subsidiaries  shall not  repurchase,  redeem or
otherwise  acquire any shares of capital stock or other  securities of, or other
ownership interests in, the Company;

               (c) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary  to,  merge or  consolidate  with any other  person or (except in the
ordinary  course of business after notice to GSCP) acquire a material  amount of
assets of any other person;

<PAGE>



               (d) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary  to,  enter  into or  terminate  any  material  contract,  agreement,
commitment,   or   understanding   other  than  agreements   entered  into  with
unaffiliated  third parties,  on an arms-length basis and in the ordinary course
of business  constituting  marketing  affiliation and sales  agreements on terms
comparable with its existing agreements of such nature;

               (e) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary  to, sell,  lease,  license or  otherwise  surrender,  relinquish  or
dispose  of (i) any  material  facility  owned or leased by the  Company  or any
Company  Subsidiary  or (ii) any assets or  property  which are  material to the
Company  and the  Company  Subsidiaries,  taken as a whole,  except  pursuant to
existing  contracts or commitments,  or in the ordinary course of business after
notice to GSCP;

               (f) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary  to, sell,  lease,  license or  otherwise  surrender,  relinquish  or
dispose of the assets described on Schedule 5.1(f) hereto;

               (g) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary  to,  settle any  material  audit,  make or change any  material  Tax
election or file amended Tax Returns unless  required by law or such  settlement
results in a refund to the Company and in each case the Company notifies GSCP at
least five days prior to the date any such action is taken;

               (h) the Company and the Company  Subsidiaries shall not issue any
capital  stock or other  securities  or enter into any amendment of any material
term of any  outstanding  security of the  Company,  except upon the exercise of
stock  options  existing  on the date  hereof,  and the  Company and the Company
Subsidiaries  shall not incur any material  indebtedness  except in the ordinary
course of business pursuant to existing credit facilities or arrangements, amend
or otherwise increase,  accelerate the payment or vesting of the amounts payable
or to become  payable  under or fail to make any required  contribu tion to, any
Company Benefit Plan or materially  increase any non-salary  benefits payable to
any  employee  or former  employee,  except in the  ordinary  course of business
consistent  with past  practice,  as required by applicable  law or as otherwise
permitted by this Agreement;

               (i) except in the  ordinary  course of business  consistent  with
past  practice,  as may be required by applicable law or as may be necessary for
compliance  under Section 401(a) of the Code, if  applicable,  the Company shall
not, and shall not permit any Company  Subsidiary to (i) grant Options,  Company
SAR's  or  other   equity-related   awards;  (ii)  grant  any  increase  in  the
compensation,  bonus, severance, termination pay or other benefits of any former
or current employee,  agent,  consultant,  officer or director of the Company or
any  Company  Subsidiary;  (iii) enter into or amend any  employment  agreement,
deferred compensation, consulting, severance, termination,

<PAGE>



indemnification  or any other  such  agreement  with any such  former or current
employee,  agent, consultant,  officer or director of the Company or any Company
Subsidiary; or (iv) amend, adopt or terminate any Company Benefit Plan;

               (j) the  Company  shall not change any  method of  accounting  or
accounting  practice by the Company or any  Company  Subsidiary,  except for any
such change required by GAAP;

               (k) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary to, conduct material  transactions in Company  Investments  except in
compliance in all material respects with the investment  policies of the Company
and any such Company  Subsidiary  established  from time to time in the ordinary
course  of  business  and in all  material  respects  all  applicable  laws  and
regulations;

               (l) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary  to, enter into any agreement to purchase,  or to lease for a term in
excess of one year, any real property, provided that the Company, or any Company
Subsidiary,  (i) may as a tenant, or a landlord,  renew any existing lease for a
term not to exceed  eighteen  months and (ii) nothing  herein shall  prevent the
Company,  in its capacity as a landlord,  from renewing any lease pursuant to an
option granted prior to the date hereof;

               (m) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary to, enter into any  transaction,  contract or arrangement  whatsoever
with an  Affiliate  (other than the Company or any Company  Subsidiary),  except
transactions  in the ordinary  course of business  consistent with past practice
pursuant to  pre-existing  contracts  disclosed  in Section  4.26 of the Company
Disclosure Letter or disclosed in the Company SEC Reports;

               (n) the  Company  shall  not  release  any third  party  from any
material  obligation,  or grant any consent,  under any confidentiality or other
agreement,  or fail to fully enforce any such agreement,  except in the ordinary
course of business;

               (o)  without  the  prior  consent  of GSCP,  which  shall  not be
unreasonably  withheld  or  delayed,  enter into any  securitization  or pool of
mortgage loans  purchased,  originated or serviced by the Company or any Company
Subsidiary   ("Mortgage  Loans")  or  sale  of  whole  Mortgage  Loans  in  bulk
transactions; and

               (p) the  Company  shall not,  and shall not  permit  any  Company
Subsidiary to, agree or commit to do any of the foregoing.

<PAGE>



                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

               Section 6.1 Access and  Information.  The Company shall afford to
GSCP  and its  financial  advisors,  legal  counsel,  accountants,  consultants,
financing sources, and other authorized  representatives  access upon reasonable
notice and during  normal  business  hours  throughout  the period  prior to the
Closing to all of the books,  records,  properties,  plants and personnel of the
Company and the Company  Subsidiaries and, during such period,  shall furnish as
promptly as  practicable  to GSCP (a) a copy of each report,  schedule and other
document  filed or  received  by it  pursuant  to the  requirements  of  federal
securities  laws, and (b) all other  information as such other party  reasonably
may request,  provided that no investigation  pursuant to this Section 6.1 shall
affect any  representations  or warranties  made herein or the conditions to the
obligations  of the GSCP  Funds to  consummate  the  Acquisition  and the  other
transactions contemplated hereby.

               Section 6.2  Solicitation.  (a) Unless the Company  complies with
Section  6.2(c),  the Company  shall not, nor shall it permit any of the Company
Subsidiaries  to, nor shall it  authorize  or permit any  officer,  director  or
employee  of  or  any   investment   banker,   attorney  or  other   advisor  or
representative  of, the Company or any of the Company  Subsidiaries to, directly
or indirectly, (i) solicit, initiate or encourage the submission of any Takeover
Proposal  (as defined in Section  6.2(e)),  (ii) enter into any  agreement  with
respect to any Takeover Proposal or give any approval of the type referred to in
Section  4.24(b)  with  respect to any  Takeover  Proposal or (iii)  continue or
participate in any  discussions  or  negotiations  regarding,  or furnish to any
person any  information  with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes,  or may reasonably
be expected to lead to, any Takeover  Proposal.  At any time prior to, but at no
time  subsequent to, the receipt of the Shareholder  Approval,  the Company may,
subject to compliance with Section 6.2(c), (i) solicit,  initiate or encourage a
Takeover  Proposal of the sort referred to in clause (x) of Section  6.2(e) that
involves  consideration  to the  Company's  shareholders  with a value  that the
Company's  Board of  Directors  reasonably  believes,  based on advice  from the
Company's   independent   outside   financial   advisor,   is  superior  to  the
consideration to the Company  provided for pursuant to this Agreement,  and (ii)
furnish  information  with  respect  to  the  Company  pursuant  to a  customary
confidentiality   agreement  to  any  person  making  such  proposal  and  (iii)
participate in negotiations or discussions  regarding,  or furnish to any person
any  information  with  respect to, or take any other action to  facilitate  any
inquiries or the making of any proposal that  constitutes,  or may reasonably be
expected to lead to, any Takeover Proposal.

               (b)  Neither  the  Board  of  Directors  of the  Company  nor any
committee  thereof  (including  the  Special  Committee)  shall (x)  withdraw or
modify, or propose to withdraw or modify, in a manner adverse to any of the GSCP
Funds, the approval or

<PAGE>



recommendation  by such Board of  Directors  or such  committee  (including  the
Special  Committee)  of this  Agreement  or the  Acquisition  or (y)  approve or
recommend,  or propose to approve or recommend,  any Takeover Proposal except in
connection with a Superior Proposal (as defined in Section 6.2(e)) and then only
at or after the termination of this Agreement pursuant to and in accordance with
Section 8.3.

               (c) In  addition to the  obligations  of the Company set forth in
paragraphs  (a) and (b) of this Section 6.2, the Company  promptly  shall advise
GSCP orally and in writing of any Takeover Proposal,  the identity of the person
making any such Takeover  Proposal,  and all the material  terms and  conditions
thereof and promptly  shall  provide GSCP with a true and complete  copy of such
Takeover Proposal,  if in writing. The Company shall keep GSCP fully informed of
the status and  material  details  (including  material  amendments  or proposed
amendments) of any such Takeover Proposal.

               (d) Nothing  contained  in this  Section 6.2 shall  prohibit  the
Company from taking and disclosing to its  shareholders a position  contemplated
by Rule 14e-2(a) promulgated under the Exchange Act; provided,  however, neither
the Company nor its Board of Directors nor any committee thereof  (including the
Special  Committee)  shall,  except as permitted by Section 6.2(b),  withdraw or
modify,  or propose to withdraw or modify,  its  position  with  respect to this
Agreement or the  Acquisition or approve or recommend,  or propose to approve or
recommend, a Takeover Proposal.

               (e) As used in this Agreement:  "Superior  Proposal" means a bona
fide written  Takeover  Proposal  (x) to acquire,  directly or  indirectly,  for
consideration  consist ing of cash and/or  securities and/or the contribution or
combination of assets by merger or otherwise, more than 50% of the shares and/or
voting power of Company Common Stock then  outstanding  or all or  substantially
all the  assets  of the  Company,  (y)  otherwise  on terms  which  the Board of
Directors  of the Company  decides in its good faith  reasonable  judgment to be
more favorable to the Company's  shareholders than the transactions provided for
pursuant  to  this   Agreement   (based  on  the  advice  with  only   customary
qualifications, of the Company's independent financial advisor that the value of
the consideration  provided for in such proposal is superior to the value of the
consideration  provided  for in the  transactions  provided for pursuant to this
Agreement),  for which financing,  to the extent required,  is then committed or
which, in the good faith reasonable judgment of the Board of Directors, based on
advice from the Company's  independent  financial advisor, is reasonably capable
of being  obtained  by such  third  party and (z)  which the Board of  Directors
determines,  in its good faith reasonable  judgment,  is reasonably likely to be
consummated  without  undue delay;  and  "Takeover  Proposal"  means any written
proposal for a merger, consolidation or other business combination involving the
Company  or any  proposal  or  offer  to  acquire  in any  manner,  directly  or
indirectly, an equity interest in any more than 15% of the voting power of, or a
substantial   portion  of  the  assets  of,  the  Company   and/or  the  Company
Subsidiaries,  taken  as a  whole,  other  than the  Acquisition  and the  other
transactions contemplated by this Agreement.

<PAGE>



               Section  6.3  Filings;  Other  Action.  Subject  to the terms and
conditions herein provided, as promptly as practicable, the Company and the GSCP
Funds shall: (i) promptly make all filings and submissions under the HSR Act and
all filings required by the regulatory authorities of any of the several states,
the  District of  Columbia  and the  Commonwealth  of Puerto  Rico,  and deliver
notices  and  consents  to  jurisdiction  to  Governmental  Entities,   each  as
reasonably  may be required to be made in connection  with this  Agreement,  the
Acquisition  and  the  other  transactions  contemplated  hereby,  (ii)  use all
reasonable efforts to cooperate with each other in (A) determining which filings
are required to be made prior to the Closing with, and which material  consents,
approvals,  permits, notices or authorizations are required to be obtained prior
to the Closing from,  Governmental  Entities of the United  States,  the several
states or the District of Columbia,  the Commonwealth of Puerto Rico and foreign
jurisdictions  in connection  with the execution and delivery of this  Agreement
and the consummation of the Acquisition and the other transactions  contemplated
hereby  and (B) timely  making all such  filings  and  timely  seeking  all such
consents,  approvals,  permits,  notices  or  authorizations,  and (iii) use all
reasonable  efforts to take,  or cause to be taken,  all other action and do, or
cause to be done,  all other things  necessary or  appropriate to consummate the
Acquisition  and  the  other  transactions   contemplated   hereby  as  soon  as
practicable.  In connection with the foregoing, the Company will, and will cause
each Company  Subsidiary  to,  provide GSCP, and the GSCP Funds will provide the
Company, with copies of correspondence,  filings or communications (or memoranda
setting  forth  the  substance  thereof)  between  such  party  or  any  of  its
representatives,  on the one hand,  and any  Governmental  Entity or  members of
their respective staffs, on the other hand, with respect to this Agreement,  the
Acquisition and the other transactions  contemplated hereby and thereby. Each of
the GSCP Funds and the Company acknowledge that certain actions may be necessary
with respect to the foregoing in making notifications and obtaining  clearances,
consents,  approvals,  waivers or similar third party actions which are material
to the consummation of the Acquisition and the other  transactions  contemplated
hereby,  and each of the GSCP Funds and the Company agree to take such action as
is  necessary  to  complete  such  notifications  and  obtain  such  clearances,
approvals,  waivers or third party actions,  provided,  however, that nothing in
this Section 6.3 or elsewhere in this  Agreement  shall require any party hereto
to incur expenses in connection with the Acquisition and the other  transactions
contemplated hereby which are not reasonable under the circumstances in relation
to the size of the Acquisition and the other transactions contemplated hereby or
require the GSCP Funds, the Company or any Company  Subsidiary to hold separate,
or make any  divestiture  of,  any  asset  or  otherwise  agree to any  material
restriction  on their  operations  in order to obtain  any  waiver,  consent  or
approval  required  by this  Agreement  if,  in the case of the  Company  or any
Company  Subsidiary,  such divestiture or restriction would reasonably be likely
to have a Company Material Adverse Effect.

               Section  6.4 Public  Announcements.  The GSCP  Funds,  on the one
hand,  and the  Company,  on the other hand,  agree that they will not issue any
press  release or  otherwise  make any  public  statement  with  respect to this
Agreement and the transactions

<PAGE>



contemplated  hereby  without  the  prior  approval  of the other  party  (which
approval  will  not be  unreasonably  withheld  or  delayed),  except  as may be
required by applicable law.

               Section 6.5 Company Indemnification Provision. The GSCP Funds and
the Company  agree that all rights to  indemnification  existing in favor of the
present or former directors, officers, employees,  fiduciaries and agents of the
Company  or any of the  Company  Subsidiaries  (collectively,  the  "Indemnified
Parties") as provided in the Company's  Articles of  Incorporation  or Bylaws or
the Certificate or Articles of Incorpora tion, Bylaws or similar  organizational
documents of any of the Company  Subsidiaries as in effect as of the date hereof
or pursuant to the terms of any indemnification  agreements entered into between
the Company and any of the Indemnified Parties with respect to matters occurring
prior to the Closing shall survive the Closing and shall  continue in full force
and effect (without modification or amendment,  except as required by applicable
law  or  except  to  make  changes  permitted  by law  that  would  enlarge  the
Indemnified  Parties' right of  indemnification),  to the fullest extent and for
the maximum term permitted by law, and shall be  enforceable by the  Indemnified
Parties  against the Company.  At the Closing the Company  shall  expressly  and
directly assume by written  instrument all such obliga tions. The GSCP Funds and
the Company  shall cause to be  maintained in effect for not less than six years
from the Closing the current policies of the directors' and officers'  liability
insurance  maintained by the Company  (provided  that the Company may substitute
therefor  policies  of  at  least  equivalent   coverage  containing  terms  and
conditions which are not materially less  advantageous)  with respect to matters
occurring  prior to the Closing,  provided that in no event shall the GSCP Funds
or the Company be required to expend to maintain or procure  insurance  coverage
pursuant  to this  Section  6.6 any  amount  per  annum in excess of 300% of the
aggregate premiums paid in 1998 on an annualized basis for such policies. In the
event the payment of such amount for any year is  insufficient  to maintain such
insurance or equivalent coverage cannot otherwise be obtained, the Company shall
purchase as much  insurance as may be purchased  for the amount  indicated.  The
provisions  of this  Section 6.6 shall  survive the  Closing and  expressly  are
intended to benefit each of the Indemnified Parties.

               Section 6.6 Comfort Letter.  The Company shall use all reasonable
efforts  to  cause  PricewaterhouseCoopers  LLP or  their  successor  and  Grant
Thornton LLP, the Company's independent  accountants,  and/or any other relevant
auditors,  to  deliver  to the GSCP  Funds a letter  dated as of the date of the
Proxy  Statement  and  addressed  to the  GSCP  Funds,  in  form  and  substance
reasonably satisfactory to GSCP, in connection with the procedures undertaken by
them with respect to the financial statements and other financial information of
the Company and the Company  Subsidiaries  contained in the Proxy  Statement and
the  other  matters  contemplated  by AICPA  Statement  No.  72 and  customarily
included in comfort letters relating to transactions similar to the transactions
contemplated hereby.

<PAGE>



               Section  6.7  Additional  Matters.  (a)  Subject to the terms and
conditions  herein  provided,  each  of the  parties  hereto  agrees  to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary,  proper or advisable under applicable laws and
regulations to consummate and make effective the  transactions  contemplated  by
this Agreement,  including using all reasonable  efforts to obtain all necessary
waivers, consents and approvals in connection with the Governmental Requirements
and any other third party consents and to effect all necessary registrations and
filings.  In case at any time after the Closing any further  action is necessary
or desirable to carry out the purposes of this  Agreement,  the proper  officers
and/or directors of the GSCP Funds and the Company shall take all such necessary
action.

               (b) At all times  prior to the  Closing,  (i) the  Company  shall
promptly notify GSCP in writing of any fact, condition, event or occurrence that
could  reasonably be expected to result in the failure of any of the  conditions
contained in Sections 7.1 and 7.3 to be satisfied,  promptly upon becoming aware
of the same and (ii) GSCP shall  promptly  notify the  Company in writing of any
fact, condition, event or occurrence that could reasonably be expected to result
in the failure of any of the conditions  contained in Sections 7.1 and 7.2 to be
satisfied, promptly upon becoming aware of the same.

               Section 6.8 Shareholder  Litigation.  Each of the Company and the
GSCP Funds shall give the other the reasonable opportunity to participate at its
sole cost and expense in the defense of any shareholder  litigation  against the
Company or the GSCP Funds,  as  applicable,  and its  directors  relating to the
transactions contemplated by this Agreement.

               Section 6.9 Funding of the Loan Agreement.  The GSCP Funds shall,
at the Closing,  enter into the Amendment and  Restatement of the Loan Agreement
with the Company pursuant to the Commitment  Letter and perform their respective
obligations thereunder to fund the Additional Advance.

               Section 6.10 Disclosure  Letters.  From time to time prior to the
Closing, each of the GSCP Funds and the Company may supplement or amend the GSCP
Disclosure  Letter or the Company  Disclosure  Letter,  as the case may be, with
respect to any matter  hereafter  arising  that, if existing or occurring at the
date of this  Agreement,  would have been  required to be set forth or described
therein or that is necessary to complete or correct any information therein that
is or has been rendered untrue, inaccurate,  incomplete or misleading.  Delivery
of such  supplements  shall be for  informational  purposes  only and  shall not
expand or limit the rights or affect the obligations of any party hereunder, and
such  supplements  shall not constitute a part of the GSCP Disclosure  Letter or
Company Disclosure Letter, as the case may be, for purposes of this Agreement.

<PAGE>



               Section 6.11 Amendment to Preferred Stock Agreement.  At or prior
to the Closing,  the Company and the GSCP Funds shall enter into Amendment No. 1
to the Preferred Stock Purchase and Option Agreement, dated July 14, 1998, among
GSCP, GSCP Offshore Fund,  L.P.,  Greenwich Fund, L.P.,  Travelers  Casualty and
Surety  Company and the Company,  which shall be in the form attached  hereto as
Exhibit C.

               Section  6.12  Dissenters  Statute.  If  dissenters'  rights  are
provided with respect to the  transactions  contemplated  hereby,  in accordance
with  Sections  607.1301,  607.1302  and  607.1303 of the FBCA (the  "Dissenters
Statute"),  the Company shall give GSCP (i) prompt notice of any written  notice
or demand under the Dissenters Statute with respect to any Company Common Stock,
any withdrawal of any such notice or demand, and any other instruments delivered
pursuant to the  Dissenters  Statute and received by the  Company,  including in
each case  details  regarding  the number of  dissenting  shares and the holders
thereof,  and (ii) the right to participate in all  negotiations and proceedings
with  respect to any demands  under the  Dissenters  Statute with respect to any
Company  Common Stock.  The Company shall  cooperate with GSCP  concerning,  and
shall not, except with the prior written consent of GSCP,  voluntarily  make any
payment with respect to, or offer to settle or settle, any such demands.

               Section  6.13  Filing  Restated  Articles  of  Incorporation  and
Amendment.  Even if the Company  obtains  Shareholder  Approval for the Restated
Articles  of  Incorporation  or the  Amendment,  as the case may be, the Company
shall not cause the Restated  Articles of Incorporation  and/or the Amendment to
be filed with the Secretary of State of Florida unless the Closing occurs.  This
Section 6.13 shall survive any termination of this Agreement.

                                   ARTICLE VII
                  CONDITIONS TO CONSUMMATION OF THE ACQUISITION

               Section 7.1  Conditions to Each Party's  Obligation to Effect the
Acquisition.  The respective obligations of each party to effect the Acquisition
shall be subject to the  satisfaction,  or written  waiver by such party,  at or
prior to the Closing of the following conditions:

               (a) any waiting  period  applicable  to the  consummation  of the
Acquisition  under the HSR Act shall  have  expired or been  terminated,  and no
action shall have been  instituted by the Department of Justice or Federal Trade
Commission   challenging  or  seeking  to  enjoin  the   consummation   of  this
transaction, which action shall not have been withdrawn or terminated;

               (b) no statute, rule, regulation, executive order, decree, ruling
or  preliminary  or  permanent  injunction  shall  have been  enacted,  entered,
promulgated or

<PAGE>



enforced  by any  federal  or  state  court  or  governmental  authority  having
jurisdiction which prohibits,  restrains,  enjoins or restricts  consummation of
the Acquisition;

               (c) each of the Company,  the Company Subsidiaries and GSCP shall
have made such  filings,  and obtained such  material  permits,  authorizations,
consents, or approvals,  required by Governmental Requirements to consummate the
transactions  contemplated  hereby,  and the  appropriate  forms shall have been
executed, filed and approved as required by the Governmental Requirements; and

               (d) this Agreement,  the Restated Articles of Incorporation,  the
Acquisition  and the other  transactions  contemplated  hereby  shall  have been
adopted and approved by the requisite vote of the shareholders of the Company in
accordance with the applicable  provisions of the FBCA (the  "Requisite  Vote"),
provided,  however,  that the  obligations  of the parties  hereto  shall not be
conditioned on the approval of the Amendment by the shareholders of the Company.

               Section 7.2 Conditions to Obligation of the Company to Effect the
Acquisition.  The obligation of the Company to effect the  Acquisition  shall be
subject  to the  satisfaction  at or  prior  to  the  Closing  of the  following
additional condition:

               Each of the GSCP  Funds  shall  have  performed  in all  material
respects their obligations under this Agreement required to be performed by them
at or prior to the Closing,  including the obligations  pursuant to Section 6.10
hereof; the  representations  and warranties of each of the GSCP Funds contained
in this Agreement which are qualified with respect to materiality  shall be true
and correct in all respects,  and such  representations  and warranties that are
not so  qualified  shall be true and correct in all material  respects,  in each
case as of the date of this Agreement and at and as of the Closing as if made at
and as of such time except as  contemplated  by the GSCP  Disclosure  Letter and
this  Agreement;  and the  Company  shall  have  received a  certificate  of the
Chairman  of the Board,  the  President  or the Chief  Financial  Officer of the
general  partner  of each  of the  GSCP  Funds  as to the  satisfaction  of this
condition.

               Section 7.3 Conditions to Obligations of the GSCP Funds to Effect
the  Acquisition.  The  obligations of the GSCP Funds to effect the  Acquisition
shall be subject to the satisfaction at or prior to the Closing of the following
additional conditions:

               (a) the Company shall have performed in all material respects its
obligations  under this Agreement  required to be performed by it at or prior to
the Closing;  and the representations and warranties of the Company contained in
this Agreement which are qualified with respect to materiality shall be true and
correct in all respects, and such representations and warranties that are not so
qualified shall be true and correct in all material respects, in each case as of
the date of this  Agreement and at and as of the Closing as if made at and as of
such time, except as contemplated by the Company

<PAGE>



Disclosure  Letter  or  this  Agreement  and  except  that  representations  and
warranties  that are made as of a specific date shall have been true and correct
in all material respects as of such specified date; and GSCP shall have received
a certificate of the Chairman of the Board, the President or the Chief Financial
Officer of the Company as to the satisfaction of this condition;

               (b) the  GSCP  Funds  shall  have  received  favorable  opinions,
addressed  to the GSCP  Funds and dated as of the  Closing,  from each of Kramer
Levin  Naftalis & Frankel  LLP,  special  counsel to the  Company,  and  special
Florida counsel to the Company satisfactory to the GSCP Funds, to the effect set
forth  in  Exhibit  E  and  Exhibit  F  hereto,   respectively,   and  otherwise
satisfactory in substance and form to the GSCP Funds.

               (c) the Resigning  Directors  shall have delivered to the Company
an irrevocable resignation from such position,  effective as of the Closing, and
the New Directors shall have been duly elected as directors of the Company;

               (d)  since  the  date of this  Agreement,  there  shall  not have
occurred or be continuing any event,  condition or set of  circumstances  which,
individually or in the aggregate, has had or is reasonably likely to result in a
Company Material Adverse Effect;

               (e) the third party  consents  listed on Schedule  7.3(e)  hereto
shall have been  obtained  and all other  third party  consents  shall have been
obtained  other than  consents  the  failure of which to be  obtained  would not
reasonably be expected to have a Company Material Adverse Effect;

               (f) there shall not have been an exercise of  dissenters'  rights
by  delivery  of notice to the  Company of an intent to demand  payment for such
shares  pursuant to the  Dissenters  Statute by holders of Company  Common Stock
representing,  in the  aggregate,  more  than 10% of the  Company  Common  Stock
outstanding;

               (g) the Company  shall have  entered into  employment  agreements
with the  employees  identified on Schedule  7.3(g)  hereto  effective as of the
Closing, in form and substance satisfactory to GSCP; and

               (h) each of the Amended  and  Restated  Intercreditor  Agreements
listed on Schedule  7.3(h)  hereto shall remain in full force and effect and the
Standstill  Period (as defined  therein)  shall not have  terminated,  and there
shall not have  occurred  any event  which,  after  notice or passage of time or
both, would permit the termination of the Standstill Period thereunder.

<PAGE>



                                  ARTICLE VIII
                                   TERMINATION

               Section 8.1 Termination by Mutual Consent.  This Agreement may be
terminated at any time prior to the Closing by mutual written  agreement of GSCP
and the Company.

               Section  8.2  Termination  by Either  GSCP or the  Company.  This
Agreement  may be  terminated  and the  Acquisition  and the other  transactions
contemplated  hereby may be  abandoned  by action of either GSCP or the Board of
Directors  of the Company if (a) (x) this  Agreement,  the  Acquisition  and the
other  transaction   contemplated   hereby  or  (y)  the  Restated  Articles  of
Incorporation shall fail to receive the Requisite Vote for approval and adoption
by the  shareholders of the Company at the Special Meeting,  provided,  however,
that the parties may not terminate  this  Agreement if the  shareholders  of the
Company fail to approve the Amendment,  (b) the Acquisition  shall not have been
consummated on or before June 30, 1999; provided,  however,  that this Agreement
may be extended (i) by the mutual written agreement of GSCP and the Company,  or
(ii) by  written  notice of either  GSCP or the  Company to a date no later than
September  30, 1999, if the  Acquisition  shall not have been  consummated  as a
direct and principal  result of the conditions in Sections  7.1(a) or 7.1(c) not
having been  satisfied  by such date,  or (c) a United  States  federal or state
court of competent  jurisdiction or United States federal or state governmental,
regulatory or  administrative  agency or commission  shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or
otherwise  prohibiting the transactions  contemplated by this Agreement and such
order,   decree,   ruling  or  other   action   shall  have  become   final  and
non-appealable;  provided,  that the party seeking to terminate  this  Agreement
pursuant  to  clause  (b)  shall  not  be in  material  violation  of any of its
representations,  warranties or covenants set forth in this  Agreement,  and the
party seeking to terminate this Agreement pursuant to clause (c) shall have used
all reasonable efforts to remove such injunction, order or decree.

               Section 8.3  Termination  by the Company.  This  Agreement may be
terminated and the Acquisition and the other  transactions  contemplated  hereby
may be abandoned at any time prior to the Closing,  before or after the adoption
and approval of the  Acquisition  and this Agreement by the  shareholders of the
Company  referred to in Section  2.1, by action of the Board of Directors of the
Company, if prior to the Special Meeting,  the Board of Directors of the Company
has  withdrawn,  or modified or changed in a manner adverse to GSCP its approval
or  recommendation  of this Agreement or the Acquisition in order to approve and
permit the  Company to execute a  definitive  agreement  relating  to a Superior
Proposal;  provided,  however, that prior to any such withdrawal,  modification,
change  or  termination,  the  Company  shall,  and shall  cause its  respective
financial and legal advisors to,  negotiate in good faith with the GSCP Funds to
make such  adjustments  in the terms and  conditions of this  Agreement as would
enable the Company to proceed with the transactions  contemplated herein on such
adjusted terms.

<PAGE>



               Section 8.4 Termination by GSCP. This Agreement may be terminated
and the  Acquisition may be abandoned at any time prior to the Closing by action
of GSCP,  if (a) there has been a breach by the Company or a Company  Subsidiary
of any  representation or warranty  contained in this Agreement which would have
or would  reasonably be likely to have a Company  Material Adverse Effect and is
not cured, if curable within thirty (30) days after notice; (b) there has been a
material  breach  of any of the  covenants  or  agreements  set  forth  in  this
Agreement  on the part of the Company or a Company  Subsidiary,  which breach is
not curable or, if curable,  is not cured within  thirty (30) days after written
notice  of such  breach  given  by  GSCP to the  Company;  or (c) the  Board  of
Directors of the Company shall have  withdrawn,  modified or changed in a manner
adverse  to  GSCP  its  approval  or  recommendation  of this  Agreement  or the
Acquisition  or shall  have  recommended  a  Takeover  Proposal,  or shall  have
executed  an  agreement  in  principle  (or  similar  agreement)  or  definitive
agreement providing for a Takeover Proposal or other business combination with a
person or entity other than GSCP.

               Section 8.5 Effect of  Termination  and  Abandonment.  (a) In the
event of termination of this  Agreement and the  abandonment of the  Acquisition
pursuant to this  Article  VIII,  written  notice  thereof  shall as promptly as
practicable  be given to the other party to this  Agreement  and this  Agreement
shall  terminate and the  transactions  contem plated hereby shall be abandoned,
without  further  action by any of the  parties  hereto.  If this  Agreement  is
terminated as provided herein:  (i) there shall be no liability or obligation on
the part of the GSCP Funds,  the Company or the  Company  Subsidiaries  or their
respective  officers and  directors,  and all  obligations  of the parties shall
terminate,  except for the  obligations of the parties  pursuant to this Section
8.5,  except for the provisions of Sections 3.7, 4.17, 6.4, 6.13, 9.4, 9.5, 9.6,
9.10,  9.11 and 9.12 and except  that a party who is in  material  breach of its
representations, warranties, covenants or agreements set forth in this Agreement
shall be  liable  for  damages  occasioned  by such  breach,  including  without
limitation  any  expenses  incurred by the other party in  connection  with this
Agreement  and the  transactions  contemplated  hereby,  and (ii)  all  filings,
applications   and  other   submissions   made  pursuant  to  the   transactions
contemplated by this Agreement  shall, to the extent  practicable,  be withdrawn
from the agency or person to which made.


                                   ARTICLE IX
                               GENERAL PROVISIONS

               Section  9.1   Survival  of   Representations,   Warranties   and
Agreements.  No  representations,  warranties,  covenants or  agreements in this
Agreement  or in any  instrument  delivered  pursuant to this  Agreement,  shall
survive beyond the Closing,  other than those covenants and agreements  which by
their express terms apply in whole or in part after the Closing.

<PAGE>



               Section  9.2  Notices.  All  notices,  claims,  demands and other
communi cations hereunder shall be in writing and shall be deemed given upon (a)
confirmation of receipt of a facsimile transmission, (b) confirmed delivery by a
standard  overnight  carrier or when  delivered by hand or (c) the expiration of
five business  days after the day when mailed by  registered  or certified  mail
(postage prepaid, return receipt requested), addressed to the respective parties
at the  following  addresses  (or  such  other  address  for a party as shall be
specified by like notice):

               (a)    If to the GSCP Funds, to:

                      Greenwich Street Capital Partners II, L.P.
                      c/o Greenwich Street Capital Partners Inc.
                      388 Greenwich Street, 36th Floor
                      New York, New York  10013
                      Telecopy:  (212) 816-0166
                      Attention:  Sanjay Patel

                      With copy to:

                      Debevoise & Plimpton
                      875 Third Avenue
                      New York, New York  10022
                      Telecopy: (212) 909-6836
                      Attention: Steven Ostner, Esq.

               (b) If to the Company, to:

                      IMC Mortgage Company
                      5901 E. Fowler Avenue
                      Tampa, Florida  33617
                      Telecopy:  (813) 984-2593
                      Attention:  President

                      With copies to:

                      Mitchell W. Legler, Esq.
                      300A Wharfside Way
                      Jacksonville, Florida  32207
                      Telecopy:  (904) 346-3299

                             -and-

<PAGE>



                      Kramer Levin Naftalis & Frankel LLP
                      919 Third Avenue
                      New York, New York  10022
                      Telecopy:  (212) 715-8000
                      Attention:  Peter S. Kolevzon, Esq.

               Section 9.3 Descriptive Headings.  The headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

               Section  9.4  Entire   Agreement;   Assignment.   This  Agreement
(including the Exhibits, the Schedules,  the Company Disclosure Letter, the GSCP
Disclosure  Letter and the other documents and  instruments  referred to herein)
constitutes the entire agree ment and supersedes all other prior  agreements and
understandings,  both written and oral,  among the parties or any of them,  with
respect  to the  subject  matter  hereof,  including,  without  limitation,  any
transaction  between or among the parties  hereto.  This Agreement  shall not be
assigned by operation of law or otherwise.

               Section 9.5 Governing  Law. This  Agreement  shall be governed by
and  construed  in  accordance  with the laws of the  State of New York  without
giving effect to the provisions  thereof relating to conflicts of law, except to
the extent that it is mandatorily governed by the laws of the State of Florida.

               Section 9.6 Expenses.  Except as provided in Section 8.5, whether
or not the  Acquisition  is  consummated,  all costs and  expenses  incurred  in
connection  with this  Agreement and the  transactions  contemplated  hereby and
thereby shall be paid by the Company.

               Section 9.7   Amendment. This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties hereto.

               Section 9.8 Waiver. At any time prior to the Closing, the parties
hereto may (a) extend the time for the  performance of any of the obligations or
other  acts of the other  parties  hereto,  (b) waive  any  inaccuracies  in the
representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto  and  (c)  waive  compliance  with  any  of the  agreements  or
conditions  contained herein. Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party.

               Section 9.9  Counterparts;  Effectiveness.  This Agreement may be
executed  in two or more  counterparts,  each of which  shall be deemed to be an
original  but all of which shall  constitute  one and the same  agreement.  This
Agreement shall become

<PAGE>



effective when each party hereto shall have received  counterparts hereof signed
by all of the other parties hereto.

               Section 9.10 Severability;  Validity; Parties in Interest. If any
provision  of this  Agreement,  or the  application  thereof  to any  person  or
circumstance, is held invalid or unenforceable, the remainder of this Agreement,
and the application of such provision to other persons or  circumstances,  shall
not be affected  thereby,  and to such end, the provisions of this Agreement are
agreed to be  severable.  Nothing  in this  Agreement,  express or  implied,  is
intended to confer upon any person not a party to this  Agreement  any rights or
remedies of any nature whatsoever under or by reason of this Agreement.

               Section 9.11  Enforcement of Agreement.  The parties hereto agree
that  irreparable  damage  would occur in the event that any  provision  of this
Agreement  was not  performed  in  accordance  with  its  specific  terms or was
otherwise breached. It is accord ingly agreed that the parties shall be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce  specifically the terms and provisions  hereof in any court of competent
jurisdiction,  this  being in  addition  to any other  remedy to which  they are
entitled at law or in equity.

               Section 9.12 WAIVER OF JURY TRIAL.  EACH PARTY  ACKNOWLEDGES  AND
AGREES THAT ANY  CONTROVERSY  WHICH MAY ARISE UNDER THIS  AGREEMENT IS LIKELY TO
INVOLVE  COMPLICATED AND DIFFICULT ISSUES,  AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY  WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR
RELATING  TO THIS  AGREEMENT,  OR THE  BREACH,  TERMINATION  OR VALIDITY OF THIS
AGREEMENT,  OR THE  TRANSACTIONS  CONTEMPLATED  BY THIS  AGREEMENT.  EACH  PARTY
CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH
SUCH PARTY  UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,  (C)
EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY,  AND (D) EACH SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 9.12.

<PAGE>



               IN WITNESS WHEREOF, each of GSCP, Offshore, GF, GSEF, TRV and the
Company  has caused  this  Agreement  to be  executed as of the date first above
written.

                      GREENWICH STREET CAPITAL PARTNERS II, L.P.
                      GSCP OFFSHORE FUND, L.P.
                      GREENWICH FUND, L.P.
                      GREENWICH STREET EMPLOYEES FUND, L.P.
                      TRV EXECUTIVE FUND, L.P.


                    By: Greenwich Street  Investments II, L.L.C.,  their General
                    Partner


                      By:                              
                           Name:
                           Title:   Managing Member



                      IMC MORTGAGE COMPANY


                      By:                              
                           Name:
                           Title:


<PAGE>

                             TABLE OF DEFINED TERMS


Acquisition                                               ..............Recitals
Additional Advance                                        ..............Recitals
Adjustment Event                                          ...........Section 1.6
Affiliate                                                 ..........Section 4.26
Amendment                                                 ...........Section 1.4
Amendment and Restatement of the Loan Agreement           ..............Recitals
Amendment No. 1                                           ..............Recitals
Authorizations                                            .......Section 4.13(b)
Closing                                                   ...........Section 1.2
Class C Preferred Shares                                  ..............Recitals
Class C Preferred Stock                                   ..............Recitals
Closing Date                                              ...........Section 1.2
Code                                                      ..............Recitals
Company                                                   ..............Preamble
Company Benefit Plan                                      .......Section 4.18(a)
Company Commonly Controlled Entity                        .......Section 4.18(a)
Company Common Stock                                      ..............Recitals
Company Contracts                                         .......Section 4.22(a)
Company Disclosure Letter                                 ............Article IV
Company Investments                                       ..........Section 4.15
Company Material Adverse Effect                           ...........Section 4.1
Company Preferred Stock                                   ...........Section 4.2
Company SAR's                                             .......Section 4.18(e)
Company SEC Reports                                       ...........Section 4.6
Company Stock Options                                     ...........Section 4.2
Company Subsidiaries                                      ........Section 4.3(b)
Contracts                                                 .......Section 4.22(a)
Control                                                   ..........Section 4.26
Dissenters Statute                                        ..........Section 6.14
Encumbrance                                               ...........Section 3.3
Environmental Laws                                        .......Section 4.20(a)
ERISA                                                     .......Section 4.18(b)
Exchange Act                                              ...........Section 2.2
FBCA                                                      ..............Recitals
GAAP                                                      ...........Section 4.6
GF                                                        ..............Preamble
Governmental Requirements                                 ...........Section 3.3
Government Entity                                         ...........Section 3.3

<PAGE>



GSCP                                                      ..............Preamble
GSCP Disclosure Letter                                    ...........Article III
GSC Funds                                                 ..............Preamble
GSC Material Adverse Effect                               ...........Section 3.1
GSEF                                                      ..............Preamble
HSR Act                                                   ...........Section 3.3
IMC Acquisitions                                          ..............Recitals
Indemnified Parties                                       ...........Section 6.6
Initial GSCP Funds                                        ..............Preamble
Initial Loan Agreement                                    ..............Recitals
Interim Commitments                                       ..............Recitals
Interim Loans                                             ..............Recitals
Liabilities                                               ...........Section 4.9
Loan Agreement                                            ..............Recitals
Merger                                                    ..............Recitals
Mortgage Servicing Agreements                             .......Section 4.22(a)
Mortgage Loan                                             ........Section 5.1(o)
New Directors                                             ...........Section 1.5
Offshore                                                  ..............Preamble
Person                                                    .......Section 3.10(b)
Proxy Statement                                           ...........Section 2.2
Requisite Vote                                            ........Section 7.1(d)
Resigning Directors                                       ...........Section 1.5
Restated Articles of Incorporation                        ...........Section 1.4
Restated Bylaws                                           ...........Section 1.4
SEC                                                       ...........Section 2.2
Securities Act                                            ...........Section 2.2
Shareholder Approval                                      ...........Section 2.1
Special Committee                                         ..............Recitals
Special Meeting                                           ...........Section 2.1
Superior Proposal                                         ........Section 6.2(e)
Takeover Proposal                                         ........Section 6.2(e)
Taxes                                                     .......Section 4.11(g)
Tax Returns                                               .......Section 4.11(g)
TRV                                                       .............Preamble