Exhibit 10.3
                      UNSECURED REVOLVING CREDIT AGREEMENT


                  This Unsecured  Revolving Credit  Agreement,  dated as of June
23, 1998 (this  "Agreement"),  is entered into by and between HOMESIDE  LENDING,
INC.,  a Florida  corporation  (the  "Borrower"),  and NATIONAL  AUSTRALIA  BANK
LIMITED A.C.N.004044937, an Australian corporation (the "Lender").

         The parties hereto hereby agree as follows:

     1. Defined Terms. As used in this Agreement, the following terms shall have
the meanings specified below.

          "Business Day" means a day other than a Saturday,  Sunday or other day
     on which  commercial  banks in New York City are  authorized or required by
     law to close.

          "GAAP" means generally  accepted  accounting  principles in the United
     States of America in effect from time to time.

          "Maturity  Date" means June 22, 1999 or such earlier date as the Loans
     may be due and payable -------------- pursuant to Section 4.

          "Obligations" means the unpaid principal and interest on the Loans and
     the Note and all other  obligations  and liabilities of the Borrower to the
     Lender  (including,  without  limitation,  interest  accruing  at the  then
     applicable  rate  provided in the Note after the  maturity of the Loans and
     interest  accruing at the then  applicable  rate provided in the Note after
     the  filing of any  petition  in  bankruptcy,  or the  commencement  of any
     insolvency,  reorganization  or like proceeding,  relating to the Borrower,
     whether or not a claim for post-filing or post-petition interest is allowed
     in such  proceeding),  whether direct or indirect,  absolute or contingent,
     due or to become due,  or now  existing or  hereafter  incurred,  which may
     arise under, out of, or in connection with, this Agreement,  the Loans, the
     Note,  or any  other  document  made,  delivered  or  given  in  connection
     therewith,  in each case whether on account of principal,  interest,  fees,
     indemnities,  costs, expenses or otherwise (including,  without limitation,
     all fees and disbursements of counsel to the Lender that are required to be
     paid by the Borrower pursuant to the terms of this agreement.

          "Regulatory  Limitation"  means any lending limit or other  limitation
     imposed  by  regulatory  bodies  having  jurisdiction  over the  Lender  or
     Borrower,  including  without  limitation,  the Reserve Bank of  Australia,
     which would  limit or prohibit  the  extension  of the credit  contemplated
     hereby.

     2. Amount and Terms of Loans. 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 $2,100,000,000  outstanding
at any time.  The Loans shall be evidenced by a promissory  note (the "Note") of
the  Borrower,  substantially  in the  form of  Exhibit  A, to be  executed  and
delivered  to the Lender on or before  the date of  funding  the first Loan (the
"Initial Loan Date"). The Borrower hereby unconditionally promises to pay to the
Lender  on the  Maturity  Date the then  unpaid  principal  amount  of the Loans
outstanding,  together with any accrued and unpaid interest. The Borrower hereby
further agrees to pay interest on the unpaid  principal amount of the Loans from
time to time  outstanding  from the  Initial  Loan Date  until  payment  in full
thereof at the rates,  and on the dates, set forth in the Note. The Loans may be
borrowed on any  Business  Day upon notice to the Lender  prior to 3:00 p.m. New
York City time on the date of such borrowing  (which notice shall be accompanied
by such  information as shall be reasonably  requested by the Lender) and may be
prepaid at any time without premium or penalty.

     3.  Covenants.  The Borrower agrees that, so long as any amount is owing to
the Lender hereunder or under the Note, the Borrower shall:

          (a) Furnish to the Lender  within 90 days after the end of each fiscal
     year of the Borrower a copy of the Borrower's year end consolidated balance
     sheet, the related consolidated statements of income and retained earnings,
     and statements of cash flows.  Such financial  statements shall be complete
     and correct in all material  respects  and shall be prepared in  reasonable
     detail and in accordance with GAAP.

          (b)  Preserve,  renew and keep in full force and effect its  corporate
     existence  and take all  reasonable  action  to  maintain  all  rights  and
     privileges necessary in the normal conduct of its business.

          (c) Keep proper  books of record and  account in which full,  true and
     correct  entries in conformity  with GAAP shall be made of all dealings and
     transactions relating to the Borrower's business.

          (d)  Maintain  at all  times its  status as a FNMA and FHLMC  approved
     Seller/Servicer,  a GNMA approved Issuer/Servicer, a HUD Direct Endorsement
     Lender, a VA approved Lender and an FHA approved Lender in good standing.

     4. Events of Default;  Remedies.  If (a) the Borrower shall fail to pay any
principal of the Loans when due in  accordance  with the terms hereof and of the
Note,  or (b) the Borrower  shall fail to pay any interest on the Loans,  or any
other amount  payable  hereunder  or under the Note,  within five days after any
such interest or other amount  becomes due in accordance  with the terms thereof
or hereof, or (c) any  representation or warranty made by the Borrower herein or
in any document  delivered by the  Borrower in  connection  herewith or which is
contained  in  any  certificate,  document,  or  financial  or  other  statement
furnished by it at any time under or in  connection  with this  Agreement or any
such other document  shall prove to have been incorrect in any material  respect
on or as of the date made or deemed  made,  and the  facts or  circumstances  in
respect of which such  representation or warranty was incorrect have not changed
to make such  representation  or  warranty  correct  within 30 days after it was
made,  then,  and in any such event  described in clause (a), (b), or (c) above,
(i) the Lender  may by notice to the  Borrower  declare  the  commitment  of the
Lender to make Loans  hereunder  to be  terminated  and the Loans (with  accrued
interest  thereon) and all other amounts owing under this Agreement and the Note
to be due and payable forthwith, whereupon the same shall immediately become due
and payable.  The Borrower  hereby waives  presentment,  demand,  protest or any
notice  (to the  maximum  extent  permitted  by  applicable  law) of any kind in
connection with this Agreement.

     5. Payment of Expenses.  The  Borrower  agrees (a) to pay or reimburse  the
Lender for all its out-of-pocket  costs and expenses incurred in connection with
the development,  preparation and execution of, and any amendment, supplement or
modifications to this Agreement and the Note and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable  fees  and  disbursements  of  counsel  to the  Lender,  (b) to  pay,
indemnify,  and hold the Lender  harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying,  stamp,  excise  and  other  taxes,  if any,  which  may be  payable  or
determined  to be payable in  connection  with the execution and delivery of, or
consummation or  administration  of any of the transactions  contemplated by, or
any amendment,  supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the Note and any such other documents, and (c) to
pay, indemnify,  and hold the Lender harmless from and against any and all other
liabilities,  obligations, losses, damages, penalties, actions judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever with respect
to the execution, delivery, enforcement,  performance and administration of this
Agreement,  the Note and any such other  documents  (all the  foregoing  in this
clause (c),  collectively,  the  "Indemnified  Liabilities"),  provided that the
Borrower  shall  have no  obligation  hereunder  to the Lender  with  respect to
Indemnified  Liabilities arising from the gross negligence or willful misconduct
of the Lender.

     6.  Representations  and  Warranties.  On and as of the  date  hereof,  the
Borrower represents and warrants to the Lender that:

     (a)  The  Borrower  (i) is duly  organized,  validly  existing  and in good
standing  under the laws of the State of Florida,  (ii) has the corporate  power
and authority,  and the legal right,  to own and operate its property,  to lease
the  property it  operates as lessee and to conduct the  business in which it is
currently  engages,  and (iii) is duly  qualified and in good standing under the
laws of each  jurisdiction  where its  conduct  of its  business  requires  such
qualification,  except to the extent that the failure to be so  qualified  or in
good  standing  could not, in the  aggregate,  reasonably  be expected to have a
material adverse effect.

     (b) The  Borrower  has the  corporate  power and  authority,  and the legal
right, to make, deliver and perform its obligations under this Agreement and has
taken all necessary corporate action to authorize the borrowings under the terms
and  conditions of this  Agreement and the Note and to authorize the  execution,
delivery and  performance of this  Agreement.  No consent or  authorization  of,
filing  with,  notice  to or  other  act by or in  respect  of any  governmental
authority  or any other  person is required in  connection  with the  borrowings
hereunder   or  with  the   execution,   delivery,   performance,   validity  or
enforceability of this Agreement.  This Agreement constitutes a legal, valid and
binding  obligation  of  the  Borrower   enforceable  against  the  Borrower  in
accordance  with its terms,  subject to the effects of  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,   moratorium  and  other  similar  laws
relating  to  or  affecting   creditors  rights  generally,   general  equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.

     (c) Insofar as the Borrower's  capacity to carry out any  obligation  under
this  Agreement is concerned,  the Borrower is not in violation of any provision
of any charter,  certificate  of  incorporation,  by-law,  mortgage,  indenture,
indebtedness,  agreement,  instrument,  judgment, decree, order, statue, rule or
regulation, and there is no such provision that adversely affects the Borrower's
capacity  to carry  out such  obligations.  The  Borrower's  execution  of,  and
performance pursuant to, this Agreement,  including the borrowings hereunder and
the use of any proceeds thereof, shall not result in any such violation.

Each request by the Borrower that a Loan be made  hereunder,  and each borrowing
thereof,  shall constitute a representation  and warranty by the Borrower on the
date  thereof  that all such  representations  and  warranties  set forth in the
preceding  sentence are true and correct in all material  respects as if made on
such date

     7.  Conditions  to  Effectiveness.   This  Agreement  shall  be  considered
effective  as of the  date on which  the  Lender  receives  (i) the  Note,  duly
executed and delivered by a duly authorized  officer of the Borrower,  (ii) such
opinions of counsel to the  Borrower as the Lender shall  request and  certified
copies of the resolutions of the Board of Directors of the Borrower  authorizing
this Agreement and the borrowings and security  interests  contemplated  hereby,
and (iii) the opinion of a nationally  recognized investment banking firm issued
in conformity with the  requirements  of Section 1013 of that certain  Indenture
governing the 11 1/4% Series B Senior Secured Second  Priority Notes of HomeSide
International, Inc., the indirect parent of the Borrower.

     8.  Counterparts.  This  agreement  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.

     9. GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     10.  Notices.  All notices,  requests and demands to or upon the respective
parties  hereto to be  effective  shall be in writing  (including  by  facsimile
transmission) and, unless otherwise  expressly provided herein,  shall be deemed
to have  been  duly  given  or made (a) in the case of  delivery  by hand,  when
delivered, (b) in the case of delivery by mail, three days after being deposited
in the mails,  postage  prepaid,  or (c) in the case of  delivery  by  facsimile
transmission,  when sent and receipt has been confirmed, addressed as follows in
the case of the  Borrower,  and the  Lender or to such  other  address as may be
hereafter notified by the respective parties hereto:


                  The Borrower:            HomeSide Lending, Inc.
                                           7301 Baymeadows Way
                                           Jacksonville, FL 32256
                                           Attention: Debra F. Watkins
                                           Senior Vice President
                                           Fax: 904-281-7766

                  with a copy to:          HomeSide Lending, Inc.
                                           7301 Baymeadows Way
                                           Jacksonville, FL 32256
                                           Attention: G. Alan Howard
                                           First Vice President & Senior Counsel
                                           Fax: 904-281-3062

                  The Lender:              National Australia Bank Limited
                                           200 Park Avenue, 34th Floor
                                           New York, NY  10166
                                           Attention:  Michael G. McHugh
                                           Fax:  212-983-1969


provided  that any notice,  request or demand to or upon the Lender shall not be
effective until received.

     11. Submission To Jurisdiction Waivers. The Borrower hereby irrevocably and
unconditionally  (a) submits for itself and its  property in any legal action or
proceeding  relating to this  Agreement  and the Note,  or for  recognition  and
enforcement of any judgment in respect  thereof,  to the  non-exclusive  general
jurisdiction  of the  Courts of the State of New York,  the courts of the United
States of America for the Southern  District of New York,  and appellate  courts
from any thereof (b) consents that any such action or proceeding  may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same,  (c) agrees that  service of process in any such action or  proceeding
may be effected by mailing a copy thereof by  registered  or certified  mail (or
any substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in section 10 of this  Agreement  or at such other  address of
which the Lender  shall have been  notified  pursuant  thereto,  (d) agrees that
nothing  herein shall affect the right to effect service of process in any other
manner  permitted  by  law or  shall  limit  the  right  to  sue  in  any  other
jurisdiction,  and (e) waives,  to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

     12. WAIVERS OF JURY TRIAL.  THE BORROWER AND THE LENDER HEREBY  IRREVOCABLY
AND  UNCONDITIONALLY  WAIVE  TRIAL BY JURY IN ANY  LEGAL  ACTION  OR  PROCEEDING
RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY  COUNTERCLAIM
THEREIN.

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

                                    HOMESIDE LENDING, INC.



                                    By:     /s/James L. Krakau
                                            James L. Krakau
                                            First Vice President


                 NATIONAL AUSTRALIA BANK LIMITED A.C.N.004044937



                                    By:     /s/ R. Adams Perry, III 
                                            R. Adams Perry, III
                                            Corporate Banking and Finance