FIRST AMENDMENT TO
                   UNSECURED REVOLVING CREDIT AGREEMENT


               This First Amendment to Unsecured  Revolving Credit Agreement,
ed as of June 22,  1999 (this  "Amendment"),  is entered  into by and between
ESIDE LENDING,  INC., a Florida  corporation (the  "Borrower"),  and NATIONAL
TRALIA BANK LIMITED A.C.N.004044937, an Australian corporation (the "Lender")
 amends that certain  Unsecured  Revolving Credit Agreement  between Borrower
 Lender dated as of June 23, 1998 (the "Agreement").

                                 RECITALS

      Borrower has requested  that Lender renew the loans as described in the
eement and amend certain terms of the Agreement, and the Lender has agreed to
h request, upon the terms and subject to the conditions set forth herein.

      Therefore,  in  consideration  of the  premises  and mutual  agreements
tained herein, and for other good and valuable consideration, the receipt and
ficiency of which is hereby acknowledged,  the parties hereto hereby agree as
lows:

  Definitions.  All terms  defined in the  Agreement  shall have such defined
  meanings when used herein unless otherwise defined herein.

  Extension of Maturity  Date.  The  definition of "Maturity  Date" is hereby
  deleted  and  replaced  in its  entirety by the  following  new  definition
  thereof:

       "Maturity  Date" means June 21, 2000 or such earlier date as the Loans
       may be due and payable pursuant to Section 4.

  Increase in Amount of Loans.  The maximum amount of revolving  credit loans
  that  Lender  agrees to make,  subject  to the  Regulatory  Limitation,  is
  increased  from  $2,100,000,000  to  $2,500,000,000.  The first sentence of
  Section 2 of the  Agreement is hereby  deleted and replaced in its entirety
  by the following:

       Subject to the  Regulatory  Limitation,  and the terms and  conditions
       hereof  and so long as no Event of Default  (as  defined  herein)  has
       occurred and is continuing, the Lender agrees to make revolving credit
       loans  (the  "Loans")  to the  Borrower  from time to time  during the
       period  from the  date on which  all of the  conditions  set  forth in
       Section 6 hereof have been  satisfied  through but not  including  the
       Maturity  Date (as  defined  in the  Note) in an  aggregate  principal
       amount not to exceed $2,500,000,000 outstanding at any time.

  No Further  Amendment.  Except as expressly  amended herein,  the Agreement
  shall  continue to be, and shall  remain,  in full force and  effect.  This
  Amendment  shall  not be  deemed to be a waiver  of,  or  consent  to, or a
  modification  or amendment of, any other term or condition of the Agreement
  or to prejudice  any other right or rights which the Lender may now have or
  may have in the future under or in connection  with the  Agreement,  as the
  same may be amended from time to time.

  Counterparts.  This Amendment may be executed by one or more of the parties
  hereto in any number of separate  counterparts and all of said counterparts
  taken together shall be deemed to constitute one and the same instrument.

  Governing  Law.  This  Amendment  shall be governed by, and  construed  and
  interpreted in accordance with, the laws of the State of New York.


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
cuted and delivered by their  respective duly  authorized  officers as of the
e first above written.


                            HOMESIDE LENDING, INC.



                            By:     /s/John P. Deptula
                            Title:  Senior Vice President



                            NATIONAL AUSTRALIA BANK LIMITED A.C.N.004044937



                            By:     /s/Michael G. McHugh
                            Title:  Vice President