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                                                                 EXHIBIT 10.17

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                                 AMENDMENT NO. 2


                                       TO


                           MASTER ASSIGNMENT AGREEMENT


                                      AMONG


                          CHASTAIN CAPITAL CORPORATION,


                       MERRILL LYNCH MORTGAGE CAPITAL INC.


                                       AND


                      MERRILL LYNCH CAPITAL SERVICES, INC.





                          DATED AS OF JANUARY 27, 1999






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         THIS AMENDMENT No. 2 (the "Amendment") is made as of the 27th day of
January, 1999 by and among CHASTAIN CAPITAL CORPORATION (the "Assignor"),
MERRILL LYNCH MORTGAGE CAPITAL INC. ("MLMCI") and MERRILL LYNCH CAPITAL
SERVICES, INC. ("MLCS"). By executing this Amendment, the Assignor, MLMCI and
MLCS agree to be bound by the terms of the Agreement as amended hereby.

                                   WITNESSETH

         WHEREAS, the parties entered into a Master Assignment Agreement, dated
as of August 27, 1998 (the "Agreement") and Amendment No. 1, dated as of
October 23, 1998 ("Amendment No. 1");

         WHEREAS, Assignor, by virtue of having breached its covenant set forth
in Section 9(i) of the Agreement, is in Default under the Agreement, and MLMCI
and MLCS have advised Assignor that an Event of Default has occurred and such
Event of Default is continuing;

         WHEREAS, pursuant to Amendment No. 1, MLMCI and MLCS have granted
Assignor's request that MLMCI and MLCS refrain from exercising their remedies
with respect to the aforementioned Event of Default until 5:00 p.m., New York
City time January 29, 1998 and Assignor has requested that MLMCI and MLCS
refrain from exercising their remedies with respect to the aforementioned Event
of Default until 5:00 p.m., New York City time, February 26, 1999 (the period
from the date of such Default until such time on February 26, 1999, being
herein referred to as the "Forbearance Period");

         WHEREAS, Assignor has requested an extension of the Maturity Date, as
set forth in the Note;

         WHEREAS, in order to effectuate the foregoing, the parties desire to
amend the Agreement in the manner provided herein;

         NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements hereinafter set forth and of other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged),
Assignor, MLMCI and MLCS agree as follows:

         SECTION 1.        DEFINITIONS

         Capitalized terms used herein and not otherwise defined shall have the
meanings assigned in the Agreement. Capitalized terms used in the Agreement
whose definitions are modified in this Amendment shall, for all purposes of the
Agreement, be deemed to have such modified definitions.

         SECTION 2.        THE NOTE; FINANCING STATEMENTS

         (a)      The Note and all obligations of Assignor thereunder is
ratified and confirmed and all references to the Agreement therein shall be
deemed to mean the Agreement as amended hereby.


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         (b)      The parties confirm that all references to the Agreement
and the defined terms used therein in any financing statement of record that
names either MLMCI or MLCS as the secured party and Assignor as the debtor
shall be deemed to be the Agreement as amended hereby.

         SECTION 3.        AMENDMENT TO PREAMBLE

         The second WHEREAS clause of the preamble to the Agreement is hereby
amended by replacing the following:

         $35,000,000

with the following:

         $8,005,918.35.

         SECTION 4.        EXTENSION OF MATURITY DATE

         (a)      Assignor hereby agrees to reduce the amount of Loans
outstanding as of the date herewith by an amount no less than $1,500,000 by no
later than 5:00 p.m., Friday, January 29, 1999.

         (b)      Provided Assignor has reduced the aggregate amount of Loans
outstanding under the Agreement pursuant to Section 3(a) above, MLMCI and MLCS
hereby agree to extend the Maturity Date, as set forth in the Note, to February
26, 1999.

         SECTION 5.        FORBEARANCE

         (a)      Assignor is in Default with respect to the Book Net Worth
covenant set forth in Section 9(i) of the Agreement, MLMCI and MLCS have
advised Assignor of such Event of Default and such Event of Default is
continuing. MLMCI and MLCS agree to refrain from exercising their remedies with
respect to such Event of Default during the Forbearance Period so long as
Assignor maintains a Book Net Worth of $50,000,000 and $5,000,000 of
unencumbered cash, and no other Default exists under the Agreement.

         (b)      Assignor hereby covenants and agrees to maintain a minimum
Book Net Worth during the Forbearance Period of $50,000,000 and to maintain
$5,000,000 of unencumbered cash.

         (c)      The forbearance granted hereby does not extend to any other
Default or Event of Default that has occurred or may occur at any time in the
future (including, without limitation, any event of default that occurs during
the Forbearance Period). MLMCI and MLCS hereby advise Assignor that, other than
expressly provided herein, neither MLMCI nor MLCS waives any Default or Event
of Default which may exist, and that the current non-exercise of rights,
remedies, powers and privileges by MLMCI and MLCS under the Loan Documents and
applicable law with respect to such Defaults or Events of Defaults, if any,
shall not be, and shall not be construed as, a waiver thereof, and MLMCI and
MLCS reserve their rights (i) fully to invoke any and all such rights,
remedies, powers and privileges under the Loan Documents and


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applicable law at any time any of them deems appropriate in such respect of any
Defaults or Events of Default that may exist, (ii) to refuse to make available
any further extensions of credit except in strict accordance with the terms of
the Loan Documents and (iii) to require that all Loans bear interest at the
rates specified in the Agreement. Nothing in this Amendment, and no extension
of credit made by MLMCI or MLCS on or after the date hereof, shall be construed
as an acknowledgment or determination by either MLMCI or MLCS that no Default
or Event of Default has occurred or is continuing.

         SECTION 6.        TERMINATION OF AGREEMENT

         Notwithstanding Section 13(g) of the Agreement, the definition of
Maturity Date or any other provision of the Agreement to the contrary, the
Agreement as amended hereby shall terminate when the Obligations thereunder
have been paid in full pursuant to the terms of the Agreement as so amended
(which terms shall include the due date and any other terms set forth in any
Confirmation Statement relating to a Loan). Such termination shall not require
the written request of Assignor.

         SECTION 7.        NO REQUIREMENT TO LEND

         The parties confirm that all Loans under the Agreement are at the sole
and exclusive option of MLMCI and MLMCI is not now, and has never been, under
any obligation to make any Loan (including future Loans) under the Agreement.

         SECTION 8.        EXPENSES

         The expenses of the parties in connection with this Amendment
(including, without limitation, the fees and expenses of counsel incurred in
connection with the preparation of this Amendment) shall be paid by Assignor.

         SECTION 9.        GOVERNING LAW; SEVERABILITY

         This Amendment shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and entirely
performed therein. Each provision of this Amendment shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or be invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.

         SECTION 10.       INTERPRETATION

         The provisions of the Agreement shall be read so as to give effect to
the provisions of this Amendment.

        


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          SECTION 11.        COUNTERPARTS

         This Amendment may be executed in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all such counterparts
shall constitute but one and the same instrument.

         SECTION 12.        RATIFICATION AND CONFIRMATION

         As amended by this Amendment, the Agreement is hereby in all respects
ratified and confirmed, and the Agreement as amended by this Amendment shall be
read, taken and construed as one and the same instrument.


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


                                   CHASTAIN CAPITAL CORPORATION

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

                                   Name: 
                                        -------------------------------------

                                   Title:
                                         ------------------------------------


                                   MERRILL LYNCH MORTGAGE CAPITAL INC.

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

                                   Name:
                                        -------------------------------------

                                   Title:
                                         ------------------------------------


                                   MERRILL LYNCH CAPITAL SERVICES, INC.

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

                                   Name:
                                        -------------------------------------

                                   Title:
                                         ------------------------------------


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