Exhibit 10.1





                           ACQUISITION LOAN AGREEMENT



                          Dated as of December 24, 2001

                                      Among

                            CHARTER MAC CORPORATION,
                                    Borrower

                              FLEET NATIONAL BANK,
                                      Agent

                                       and

                   THE LENDERS NAMED HEREIN FROM TIME TO TIME
                (INCLUDING FLEET NATIONAL BANK IN SUCH CAPACITY)
                                     Lenders





                                Up to $40,000,000


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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page


1.    BACKGROUND.............................................................1

      1.1   Defined Terms....................................................1

      1.2   Establishment of Facility........................................1

      1.3   Guarantor........................................................2

      1.4   Collateral.......................................................2

      1.5   Loans............................................................2

      1.6   General..........................................................2

      1.7   Accounting Principles............................................3


2.    LOAN PROVISIONS........................................................3

      2.1   The Facility.....................................................3

            2.1.1 Loan Requests..............................................3

            2.1.2 Loan Availability..........................................4

            2.1.3 Outstanding Balance of Facility............................4

      2.2   Term of Loans....................................................5

      2.3   Interest Rate and Payment Terms..................................5

            2.3.1 Interest Rate..............................................5

            2.3.2 Selection To Be Made.......................................5

            2.3.3 Notice.....................................................5

            2.3.4 If No Notice...............................................5

            2.3.5 Telephonic Notice..........................................6

            2.3.6 Limits On Options, One Selection Per Month.................6

            2.3.7 Payment and Calculation of Interest........................6

            2.3.8 Principal..................................................6

            2.3.9 Prepayment.................................................7

            2.3.10 Maturity..................................................7

            2.3.11 Method of Payment; Date of Credit........................ 7

            2.3.12 Billings..................................................8


                                      -ii-
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            2.3.13 Default Rate..............................................8

            2.3.14 Late Charges..............................................8

            2.3.15 Prepayment;Yield Maintenance..............................8

      2.4   Loan Fees........................................................9

            2.4.1 Loan Fees..................................................9

            2.4.3 Facility Fee...............................................9

      2.5   Acceleration.....................................................9

      2.6   Additional Provisions Related to Interest Rate
            Selection.......................................................10

            2.6.1 Increased Costs...........................................10

            2.6.2 Illegality................................................10

            2.6.3 Additional LIBOR Conditions...............................10

            2.6.4 Conversion of Interest Rate Periods.......................11


3.    SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS....................11

      3.1   Security........................................................11

            3.1.1 Pledge and Security Agreements............................11

            3.1.2 Collateral Assignment of Interest Rate
                  Protection Agreements.....................................12

            3.1.3 Collateral Assignment of Rights under Stock
                  Purchase Agreement........................................12

      3.2   Loan Documents and Security Documents...........................13


4.    CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES....................13


5.    CONDITIONS PRECEDENT..................................................13

      5.1   Establishment of Facility and Funding Initial Loan..............13

            5.1.1 Satisfactory Loan Documents...............................14

            5.1.2 No Material Change........................................14

            5.1.3 Consummation of Initial Acquisition.......................14

            5.1.4 Interest Rate Protection Agreement........................14

            5.1.5 Warranties and Representations Accurate...................14

            5.1.6 Financials................................................14


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            5.1.7 Validity and Sufficiency of Security Documents............14

            5.1.8 No Other Liens............................................14

            5.1.9 Organizational Documents and Entity Agreements............14

            5.1.10 Votes, Consents and Authorizations.......................15

            5.1.11 Incumbency Certificate; Authorized Signers...............15

            5.1.12 Corporate Structure......................................15

            5.1.13 Litigation...............................................15

            5.1.14 Appraisals...............................................16

            5.1.15 Evidence of Insurance....................................16

            5.1.16 Financial Statements.....................................16

            5.1.17 Examination of Books and Assets..........................16

            5.1.18 Compliance with Law......................................16

            5.1.19 Legal and other Opinions.................................16

            5.1.20 Borrower's Expenditures..................................17

            5.1.21 Payment of Fees..........................................17

            5.1.22 No Default...............................................17

            5.1.23 Additional Documents.....................................17

      5.2   Subsequent Advances.............................................17

            5.2.1 Representations True; No Event of Default.................17

            5.2.2 No Legal Impediment.......................................17

            5.2.3 Governmental Regulation...................................17

            5.2.4 Proceedings and Documents.................................17

            5.2.5 No Adverse Changes........................................18

            5.2.6 Pledge of Additional PWF Stock............................18

            5.2.7 Other Certificates........................................18


6.    WARRANTIES AND REPRESENTATIONS........................................18

      6.1   Financial Information...........................................18

      6.2   No Violations...................................................18

      6.3   No Litigation...................................................18

      6.4   Franchises, Patents, Copyrights, Etc............................19

      6.5   Good Title and No Liens.........................................19


                                      -iv-
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      6.6   Use of Proceeds.................................................19

      6.7   Entity Matters..................................................19

            6.7.1 Organization..............................................19

            6.7.2 Ownership, Subsidiaries and Taxpayer
                  Identification Numbers....................................20

            6.7.3 Authorization.............................................21

      6.8   Valid and Binding...............................................21

      6.9   Deferred Compensation and ERISA.................................21

      6.10  No Materially Adverse Contracts, Etc............................21

      6.11  Compliance With Other Instruments, Laws, Etc....................21

      6.12  Tax Status......................................................22

      6.13  Holding Company and Investment Company Acts.....................22

      6.14  Certain Transactions............................................22

      6.15  Regulations U and X.............................................22

      6.16  Loan Documents..................................................22

      6.17  No Material Change; No Default..................................22

      6.18  No Broker or Finder.............................................23


7.    COVENANTS.............................................................23

      7.1   Punctual Payment................................................23

      7.2   Maintenance of Office...........................................23

      7.3   Records and Accounts............................................23

      7.4   Notices.........................................................24

            7.4.1 Defaults..................................................24

            7.4.2 Notification of Claims against Collateral.................24

            7.4.3 Notice of Litigation and Judgments........................24

            7.4.4 Notice of Payments/ Claims Under Stock Purchase
                  Agreement.................................................24

      7.5   Financial Statements and Reports................................25

            7.5.1 Annual Statements.........................................25

            7.5.2 Quarterly Statements......................................25

            7.5.3 Public Filings............................................25


                                      -v-
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            7.5.4 Compliance Certificate....................................25

            7.5.5 Accountant's Letters......................................26

            7.5.6 Additional Financial Information..........................26

            7.5.7 PWF Reporting.............................................26

      7.6   Existence; Conduct of Business..................................26

      7.7   Insurance.......................................................26

      7.8   Taxes and Trade Debt............................................26

      7.9   Compliance with Laws, Contracts, Licenses, and Permits..........27

      7.10  Bank Accounts...................................................27

      7.11  Further Assurances..............................................27

      7.12  Restrictions on Liens, Transfers and Additional Debt............28

            7.12.1 Restrictions on Indebtedness.............................28

            7.12.2 Restrictions on Liens, Etc...............................30

      7.13  Limits on Distributions.........................................32

      7.14  Restrictions on Investments.....................................32

      7.15  Indemnification Against Payment of Brokers' Fees................33

      7.16  Merger, Consolidation; Control of PWF; Ownership
            Interests; Identification Numbers...............................33

      7.17  Subsidiaries....................................................34

      7.18  Loans and Advances..............................................34

      7.19  Fiscal Year.....................................................34

      7.20  Deposit of Proceeds; Disbursement of Loans; Other
            Bank Accounts...................................................34

      7.21  Place for Records; Inspection...................................35

      7.22  Costs and Expenses..............................................35

      7.23  Indemnification.................................................36

      7.24  Financial Covenants.............................................37

            7.24.1 Borrower Financial Covenants.............................37

            7.24.2 PWF Covenants............................................37

      7.25  Replacement Documentation.......................................37

      7.26  Additional Facilities Co-Terminous and Cross Defaulted..........37


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8.    EVENTS OF DEFAULT.....................................................38

      8.1   Default and Events of Default...................................38

            8.1.1 Failure to Pay............................................38

            8.1.3 Failure to Perform........................................39

            8.1.4 Breach of Representation or Warranty......................39

            8.1.5 Failure to Pay other Indebtedness.........................39

            8.1.6 Insolvency................................................39

            8.1.7 Involuntary Proceedings...................................40

            8.1.8 Judgments.................................................40

            8.1.9 Cancellation of Loan Documents............................40

            8.1.10 ERISA....................................................40

            8.1.11 Indictment...............................................40

            8.1.12 Material Adverse Change..................................40

            8.1.13 Regarding Guarantor......................................41

            8.1.14 Change in Control........................................41

            8.1.15 Mortgage Warehousing Facility............................41

      8.2   Certain Remedies................................................41

            8.2.1 Withhold Loan.............................................41

            8.2.2 Accelerate Debt...........................................41

            8.2.3 Pursue Remedies...........................................41

            8.2.4 Power of Attorney.........................................42

      8.3   Written Waivers.................................................42


9.    SECURITY INTEREST AND SET-OFF.........................................42

      9.1   Security Interest...............................................42

      9.2   Set-Off.........................................................42

      9.3   Right to Freeze.................................................43

      9.4   Additional Rights...............................................43


10.   THE AGENT AND THE LENDERS.............................................43

      10.1  Rights, Duties and Immunities of the Agent......................43

            10.1.1 Appointment of Agent.....................................43


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            10.1.2 Administration of Loans by Agent.........................44

            10.1.3 Delegation of Duties.....................................45

            10.1.4 Exculpatory Provisions...................................45

            10.1.5 Reliance by Agent........................................45

            10.1.6 Notice of Default........................................46

            10.1.7 Lenders' Credit Decisions................................46

            10.1.8 Agent's Reimbursement and Indemnification................46

            10.1.9 Agent in its Individual Capacity.........................47

            10.1.10 Successor Agent.........................................47

            10.1.11 Duties in the Case of Enforcement.......................47

      10.2  Respecting Loans and Payments...................................48

            10.2.1 Procedures for Loans ....................................48

            10.2.2 Nature of Obligations of Lenders.........................49

            10.2.3 Payments to Agent........................................49

            10.2.4 Distribution of Liquidation Proceeds.....................49

            10.2.5 Adjustments..............................................50

            10.2.6 Setoff...................................................50

            10.2.7 Distribution by Agent....................................51

            10.2.8 Delinquent Lender........................................51

            10.2.9 Holders..................................................52

      10.3  Assignment and Participation....................................52

            10.3.1 Conditions to Assignment by Lenders......................52

            10.3.2 Certain Representations and Warranties...................53

            10.3.3 Register.................................................54

            10.3.4 New Notes................................................54

            10.3.5 Participations...........................................55

            10.3.6 Disclosure...............................................55

            10.3.7 Miscellaneous Assignment Provisions......................55

            10.3.8 Assignment by Borrower...................................56

      10.4  Administrative Matters..........................................56

            10.4.1 Amendment, Waiver, Consent, Etc..........................56

            10.4.2 Deemed Consent or Approval...............................57


                                     -viii-
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11.   GENERAL PROVISIONS....................................................58

      11.1  Notices.........................................................58

      11.2  Payments to be Charged as an Advance............................60

      11.3  Parties Bound; Integration......................................61

      11.4  Waivers, Extensions and Releases................................61

      11.5  Governing Law; Consent to Jurisdiction; Mutual Waiver
            of Jury Trial...................................................61

            11.5.1 Substantial Relationship.................................61

            11.5.2 Place of Delivery........................................62

            11.5.3 Governing Law............................................62

      11.6  Consent to Jurisdiction.........................................62

      11.7  JURY TRIAL WAIVER...............................................62

      11.8  Survival........................................................63

      11.9  Cumulative Rights...............................................63

      11.10 Claims Against Agent or Lenders.................................63

            11.10.1 Borrower Must Notify....................................63

            11.10.2 Remedies................................................63

            11.10.3 Limitations.............................................64

      11.11 Obligations Absolute............................................64

      11.12 Counterparts....................................................64

      11.13 Time Of the Essence.............................................64

      11.14 No Oral Change..................................................64

      11.15 Monthly Statements..............................................65



                                      -ix-
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Exhibits and Schedules





      Exhibit A     -              Definitions





      Exhibit B     -              Form of Note





      Exhibit 2.1.1 -              Form of Loan Request





      Exhibit 3.1.3(iii)-          Form of Selling Stockholders'
                                   Consent





      Exhibit 10.3.1-              Form of Assignment and Acceptance

      Schedule 1.2.1 -             Indebtedness to be paid at closing
      Schedule 1.4 -               List of Selling Stockholders
      Schedule 4 -                 Authorized Representatives
      Schedule 6.7.2 -             Ownership, Subsidiaries, and Taxpayer
                                   identification numbers; organization numbers
      Schedule 6.14 -              Certain  Transactions
      Schedule 7.7 -               Insurance
      Schedule 7.12.1 -            Indebtedness
      Schedule 7.12.2 -            Outstanding Liens


                                      -x-
<PAGE>



      Schedule 7.14 -              Insurance
      Schedule 7.21.1 -            Addresses of PWF and its Subsidiaries
      Schedule 7.24.2 -            PWF Covenants
      Schedule 11 -                Commitment Percentage
      Schedule 11 -                Lenders


                                      -xi-
<PAGE>



                           ACQUISITION LOAN AGREEMENT
                           --------------------------


      THIS  ACQUISITION  LOAN AGREEMENT is made and entered into as of the _____
day of  December,  2001,  by and  between  CHARTER MAC  CORPORATION,  a Delaware
corporation  having an address at 625 Madison  Avenue,  New York, New York 10022
(the "Borrower"),  FLEET NATIONAL BANK as a Lender (as hereafter defined) and as
agent (in such capacity, the "Agent") for itself and the other Lenders, and such
other Lenders.

      FOR GOOD AND VALUABLE CONSIDERATION,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1. BACKGROUND.

      1.1 Defined Terms.  Capitalized terms used in this Agreement which are not
otherwise  defined  herein are defined  either in Exhibit A, or in another  Loan
Document, as provided in Exhibit A.

      1.2 Establishment of Facility. The Borrower has requested that the Lenders
establish this loan facility (the "Facility"),  the proceeds of Loans made under
which shall be used as follows,  subject to and upon the terms and conditions of
this Agreement:

            1.2.1 During the Initial  Advance  Period (i) on the Stock  Purchase
Closing Date, to assist in the financing of the Borrower's purchase,  subject to
and in accordance with the terms and conditions of the Stock Purchase Agreement,
of the Initial PWF Common Stock (the  "Initial  Acquisition"),  (ii) to make the
True Up Payment as and when due, if  required to be made by the  Borrower to the
Selling  Stockholders  pursuant to the Stock Purchase Agreement,  and (iii) from
time to time,  to repay the  indebtedness  of PWF  and/or  the PWF  Subsidiaries
described on Schedule  1.2.1 to this  Agreement and as otherwise may be approved
by the Agent, in its discretion.

            1.2.2 From time to time,  from the last day of the  Initial  Advance
Period up to the Termination Date, to finance the Borrower's  purchase,  subject
to and in  accordance  with the  terms  and  conditions  of the  Stock  Purchase
Agreement,  of  additional  shares of PWF  Common  Stock from one or more of the
Selling  Stockholders  upon the exercise of one more Call Options or one or more
Put Options (with any shares of PWF Common Stock thus  purchased by the Borrower
being referred to herein as "Option Purchased Shares").



<PAGE>



      1.3 Guarantor.  The Guarantor shall guaranty the  Obligations  pursuant to
the Guaranty.

      1.4 Collateral.  In order to induce the Lenders to establish the Facility,
the Borrower and the Guarantor have each agreed to provide certain collateral to
the Agent for the ratable benefit of the Lenders as provided herein and in other
applicable Loan  Documents,  including,  without  limitation (i) a pledge by the
Guarantor of all of the issued and outstanding capital stock of the Borrower and
related  security  interests,  pursuant  to the  Guarantor  Pledge and  Security
Agreement,  (ii) a pledge by the  Borrower of all PWF Common  Stock and/or other
securities  issued  by PWF from time to time held by the  Borrower  and  related
security  interests,  pursuant to the Borrower  Pledge and  Security  Agreement,
(iii) a pledge by the Selling  Stockholders  listed on Schedule  1.4 hereto (the
"Pledgor Stockholders") of their remaining PWF Common Stock and related security
interests,  pursuant to the Pledgor  Stockholders Pledge and Security Agreement,
(iv) a collateral  assignment of and security  interest in all of the Borrower's
right,  title and interest in and to any and all  payments  which are due or may
become due to the Borrower from any Selling  Stockholders  pursuant to the Stock
Purchase  Agreement  (including,  without  limitation,  all rights in and to the
Holdback,  any Reduction (as defined in the Stock Purchase  Agreement),  and all
rights to indemnification payments provided for in the Stock Purchase Agreement,
as more  particularly  provided  for in Section 3 hereof,  and (v) a  collateral
assignment of and security  interest in all of the Borrower's  right,  title and
interest  in  and to the  Interest  Rate  Protection  Agreement  required  to be
obtained and maintained by the Borrower pursuant to Section 5.1.4 hereof.

      1.5 Loans. Subject to all of the terms,  conditions and provisions of this
Agreement,  and the other Loan  Documents,  the Lenders  agree to establish  the
Facility,  and the Borrower  agrees to accept and repay any advances  made under
the Facility  (such  advances  being  referred to herein singly as a "Loan," and
collectively  as the  "Loans").  Loans  shall be made by the Lenders pro rata in
accordance  with  each  Lender's  Commitment   Percentage,   but  the  aggregate
outstanding  principal  amount of Loans made by any Lender hereunder shall in no
event exceed such Lender's  Available  Commitment,  and the aggregate  principal
amount of the Loans at any one time  outstanding  hereunder of all Lenders shall
at no time exceed the Total Available  Commitments.  Each Lender's  agreement to
make Loans hereunder is several and not joint with any other Lender.

      1.6  General.  Unless  otherwise  specified  in the  Loan  Documents:  (i)
references in a Loan Document to "Sections,"  "Exhibits," and "Schedules" are to
sections,  exhibits, and schedules in and to such Loan Document, (ii) references
in a Loan Document to any document,  instrument,  or agreement (a) shall include
all exhibits,  schedules,  and other attachments  thereto, (b) shall include all
documents, instruments, or agreements issued or executed in replacement thereof,
to the extent permitted hereby, and (c) shall mean such document, instrument, or
agreement,  or  replacement or predecessor  thereto,  as amended,  supplemented,
restated, or otherwise modified from time to time to the extent permitted hereby
and in effect at any given  time,  (iii)  wherever  from the  context it appears
appropriate, each term stated in either the




                                      -2-
<PAGE>



singular or plural shall include the singular and plural, and pronouns stated in
the  masculine,  feminine,  or neuter  gender shall include the  masculine,  the
feminine,  and the neuter,  (iv) unless explicitly set forth to the contrary,  a
reference to a  "Subsidiary"  means a Subsidiary of the Borrower or a Subsidiary
of such  Subsidiary,  and a reference to an "Affiliate"  means a reference to an
Affiliate of the Borrower, (v) titles and captions of Sections, subsections, and
clauses in any Loan  Document are for  convenience  only,  and neither limit nor
amplify the provisions of this Agreement,  (vi) unless otherwise indicated,  all
references to time are  references  to Boston,  Massachusetts,  time,  (vii) all
references  to money  (including  the symbol "$") are to lawful  currency of the
United States,  references to "including"  mean including  without  limiting the
generality  of  any  description   preceding  that  word,  (viii)  the  rule  of
construction that references to general items that follow references to specific
items are limited to the same type or character of those  specific  items is not
applicable in the Loan  Documents,  (ix)  references to any Person  include that
Person's heirs, personal representatives,  successors,  trustees, receivers, and
permitted  assigns,  and (x) references to any Legal  Requirement  include every
amendment  or  supplement  to it,  rule and  regulation  adopted  under it,  and
successor or replacement for it.

      1.7 Accounting Principles.  All accounting and financial terms used in the
Loan Documents and the compliance with each financial  covenant therein shall be
determined in  accordance  with GAAP,  and all  accounting  principles  shall be
applied on a consistent  basis so that the  accounting  principles  in a current
period are  comparable  in all  material  respects to those  applied  during the
preceding  comparable  period. The Borrower shall notify the Agent of any change
in GAAP from that in effect on the date hereof which would in any way effect the
operation  of any  covenant in any Loan  Documents  (including  covenants  which
relate  to  Persons  other  than the  Borrower,  such as PWF and the  Guarantor)
whereupon, the Agent and the Borrower shall attempt for a reasonable period (not
to exceed ten (10)  Business  Days  unless the Agent and the  Borrower  agree to
extend such time period) to agree upon  appropriate  amendments  to the affected
covenants to eliminate such effect and to produce  equivalent  results,  failing
which,  for purposes of  calculating  such financial  covenants,  GAAP will mean
generally accepted  accounting  principles on the date just prior to the date on
which any such change in GAAP became effective.

2. LOAN PROVISIONS.

      2.1 The Facility.

            2.1.1 Loan Requests. Subject to the terms and conditions hereof, the
Borrower may borrow, repay, and reborrow from time to time from the Closing Date
until the Termination Date, upon notice by the Borrower to the Agent in the form
of Exhibit 2.1.1 given in accordance  with the provisions  hereof,  such sums as
are requested by the Borrower, up to the maximum Applicable  Availability Amount
from  time to  time.  Each  request  for a Loan  hereunder  shall  constitute  a
representation  and  warranty  by the  Borrower  that  the  representations  and
warranties contained in this Agreement are true and accurate on the date of such
request.  The  Borrower  may  request:  (i) up to the last  Business  Day of the
Initial Advance Period, Loans, the proceeds of




                                      -3-
<PAGE>



which shall be used solely for the purposes described in Section 1.2.1 (with the
proceeds of all Loans for the  purposes  set forth in Section  1.2.1(iii)  to be
disbursed  directly  by the Agent to the payee of the  indebtedness  being  paid
against  evidence  satisfactory  to the Agent of the amount owed to such payee),
and (ii) during the period  from the last  Business  Day of the Initial  Advance
Period  until  the  Termination  Date,   additional  Loans  (each,  a  "Put/Call
Advance"),  the  proceeds  of which (x) shall be used  solely  for the  purposes
described in Section  1.2.2,  (y) shall be disbursed  directly to the applicable
Selling Stockholder,  and (z) shall not exceed the purchase price for the Option
Purchased Shares being purchased with such Loan proceeds. The Lenders shall have
no obligation to make any Loan to the Borrower after the Termination Date.

            2.1.2 Loan Availability. Subject to the terms and conditions of this
Agreement (including specifically,  but without limitation, Section 1.5, 5.1 and
5.2 hereof), the maximum aggregate amount of Loans available to be borrowed from
time to time under the Facility shall be determined as follows (with the maximum
amount at any time thus available to be borrowed being referred to herein as the
"Applicable Availability Amount"):

                        (i) During the Initial Advance Period, in no event shall
            the  aggregate  outstanding  balance  of the  Loans  (including  the
            requested Loan and any other then pending Loan requests) at any time
            exceed the lesser of (a) $30,000,000.00, or (b) eighty percent (80%)
            of the Eligible Servicing Portfolio Value at such time.

                        (ii)  During the period from and after the time that any
            Put/Call  Advance is requested by the Borrower up to the Termination
            Date,  in no event shall the  aggregate  outstanding  balance of the
            Loans (including the initial Put/Call Advance request, the requested
            Put/Call  Advance  and  any  other  then  pending  Put/Call  Advance
            requests)  at any time exceed the lesser of (a)  $40,000,000.00,  or
            (b) seventy five percent (75%) of the Eligible  Servicing  Portfolio
            Value at such time.

                        (iii)  From  and  after  the  Termination  Date  (a) the
            maximum  aggregate  outstanding  amount  of the  Loans  shall be the
            aggregate outstanding amount of the Loans on such date (the "Resized
            Facility Amount"), (b) the Lenders' Commitments shall be adjusted to
            be equal to, as to each Lender, such Lender's Commitment  Percentage
            multiplied by the Resized Facility Amount, and (c) no reborrowing or
            further borrowing shall be permitted under this Agreement.

            2.1.3 Outstanding Balance of Facility. In the event that at any time
the outstanding  principal  balance of the Loans under the Facility  exceeds the
then Applicable  Availability  Amount, the Borrower shall immediately repay such
excess amount to the Agent (for the ratable benefit of the Lenders), so that the
outstanding  principal  balance of Loans under the Facility  does not exceed the
then Applicable Availability Amount.



                                      -4-
<PAGE>



      2.2 Term of Loans. The Loans shall mature and become due and payable,  and
shall be repaid  (together with all accrued and unpaid interest  thereon) by the
Borrower in full, on the Maturity Date.

      2.3  Interest  Rate and  Payment  Terms.  The Loans shall be payable as to
interest and principal in accordance  with the  provisions of this Agreement and
the Notes.  This  Agreement  also provides for interest at a Default Rate,  Late
Charges and prepayment  rights and fees. All payments for the account of Lenders
shall be applied to the  respective  accounts of the Lenders in accordance  with
each  Lender's  Commitment  Percentage.  The Agent will use its best  efforts to
disburse such payments to the Lenders on the date of receipt thereof if received
prior to 10:00 a.m. on such date and, if not, on the next  Business Day. Any and
all interest rate selection and  conversion  provisions in this Agreement are to
be administered by the Agent and to be allocated on a pro rata basis to the Note
held by each Lender based upon such Lender's Commitment Percentage.

            2.3.1 Interest Rate.  Principal amounts  outstanding under the Loans
shall bear interest at the LIBOR Rate, subject to the conditions and limitations
provided for in this Agreement.

            2.3.2  Selection To Be Made.  Borrower shall select,  and thereafter
may change the selection of, the applicable interest rate, from the alternatives
otherwise  provided for in this Agreement,  by giving Agent a Notice of Interest
Period Selection: (i) at the time of the request for such Loan, or (ii) at least
three (3) Business Days prior to the end of each Interest Period applicable to a
LIBOR Advance.

            2.3.3 Notice.  In connection with a request for a Loan, the Borrower
shall give to the Agent a "Notice of Interest Period Selection" which shall be a
written notice, given by telecopier (with authorized signature), or by telephone
if  immediately   confirmed  by  such  a  written  notice,  from  an  Authorized
Representative of Borrower which: (i) shall be irrevocable;  (ii) is received by
Agent not later than 10:00  o'clock A.M. at least three (3) Business  Days prior
to the first day of the Interest Period to which such selection is to apply, and
(iii) as to each  selected  interest  period  option,  sets forth the  aggregate
principal  amount(s) to which such interest rate  option(s)  shall apply and the
Interest Period(s) applicable to each LIBOR Advance.

            2.3.4 If No Notice. If the Borrower shall have failed to provide the
Agent with a timely Notice of Interest Period Selection,  as provided for above,
then, subject to the provisions of this Agreement concerning the availability of
the LIBOR Rate,  the  Borrower  shall be deemed to have  selected  and  Interest
Period of one (1) month.  If the LIBOR Rate is not available  (because the Agent
is unable to determine LIBO as provided in the definition of "LIBO" or the LIBOR
Rate is unavailable as  contemplated by Section 2.6.2 hereof ) for any Loan made
after the initial advance hereunder, then any such outstanding LIBOR Advance, or
any such new Loan made shall be deemed to be a Variable Rate Advance, and on the
last day of the applicable Interest Period all outstanding  principal amounts of
any such outstanding  LIBOR Advance shall



                                      -5-
<PAGE>



be deemed  converted to a Variable  Rate  Advance,  until the LIBOR Rate becomes
available and a selection is made pursuant to Section 2.3.2 hereof.

            2.3.5  Telephonic  Notice.  Without in any way  limiting  Borrower's
obligation to confirm in writing any  telephonic  notice,  Agent may act without
liability upon the basis of telephonic notice believed by Agent in good faith to
be from Borrower prior to receipt of written confirmation. In each case Borrower
hereby  waives  the  right  to  dispute  Agent's  record  of the  terms  of such
telephonic Notice of Interest Period Selection.

            2.3.6 Limits On Options, One Selection Per Month. Each LIBOR Advance
shall  be in a  minimum  amount  of  $250,000.00.  At no  time  shall  there  be
outstanding a total of more than twelve (12) LIBOR Rate Advances combined at any
time. If Borrower  shall make more than one (1) interest  rate  selection in any
thirty (30) day period,  excluding  conversions of outstanding  advances made at
the end of an applicable  Interest  Period of any previously  outstanding  LIBOR
Advance, Agent may impose and Borrower shall pay a reasonable processing fee for
each such additional selection.

            2.3.7 Payment and  Calculation  of Interest.  All interest shall be:
(a) payable in arrears  commencing  February 1, 2002 and on the same day of each
month  thereafter  until the  principal  together  with all  interest  and other
charges  payable  with  respect  to the  Loans  shall  be  fully  paid;  and (b)
calculated on the basis of a 360 day year and the actual number of days elapsed.
If a Loan shall at any time accrue interest at the Variable Rate pursuant to the
terms and conditions of this Agreement, then each change in the Prime Rate shall
simultaneously change the Variable Rate payable under this Agreement. Changes in
the rate of  interest  resulting  from the  changes in the Prime Rate shall take
place  immediately  without prior notice or demand of any kind.  Interest at the
LIBOR Rate shall be computed from and including the first day of the  applicable
Interest Period to, but excluding, the last day thereof.

            2.3.8 Principal.

                        (i) Commencing  March 31, 2003 (the "Termout  Date") and
            continuing on the like day of each June,  September,  December,  and
            March  (each,  a "Quarterly  Payment  Date")  thereafter  until (and
            including)  the Quarterly  Payment Date occurring most closely prior
            to the  Termination  Date,  the  Borrower  shall  make  payments  of
            principal,  each of which shall be in the amount which is the sum of
            (x) the result of dividing (A) the outstanding  principal balance of
            the Loans as of the Termout Date, by (B) the number forty (40), plus
            (y), in respect of each Put/Call Advance made during the period from
            the  Termout  Date  up  to  the   Termination   Date  (the  Borrower
            acknowledging  that, after the Initial Advance Period only Loans for
            Put/Call  Advances  may be  requested  or made,  and that  after the
            Termination  Period no Loans may be requested or shall be made), the
            result of dividing (A) the  principal  amount of each such  Put/Call
            Advance by (B) the number  forty (40) minus the number of  Quarterly
            Payment Dates which have




                                      -6-
<PAGE>



            elapsed  during the period from (and  including) the Termout Date to
            the date of the  subject  Put/Call  Advance  (including  the subject
            Quarterly  Payment Date if such Put/Call Advance is advanced on such
            date).

                        (ii) Commencing with the first Quarterly Payment Date to
            occur after the  Termination  Date (or with such  Quarterly  Payment
            Date if it is also the Termination  Date), and continuing until (and
            including)  the Quarterly  Payment Date occurring most closely prior
            to the Maturity Date, the Borrower shall make payments of principal,
            each of which  but the last  shall  be in that  amount  which is the
            result of dividing (A) the aggregate  outstanding  principal balance
            of all Loans as of such date, by (B) the number forty (40) minus the
            number of  Quarterly  Payment  Dates which have  elapsed  since (and
            including) the Termout Date (including  such Quarterly  Payment Date
            if it is also the Termination Date).

                        (iii) All unpaid  principal,  together  with all accrued
            and unpaid interests and other  outstanding fees, costs and charges,
            shall be due and payable in full on the Maturity Date.

            2.3.9 Prepayment.  The Loan or any portion thereof may be prepaid in
full or in part at any time upon  three (3) days prior  written  notice to Agent
without  premium or penalty with respect to Variable  Rate  Advances  and,  with
respect to LIBOR  Advances  subject  to the  make-whole  provision  set forth in
Section  2.3.16  and  upon  payment  of a  Yield-Maintenance  Fee.  Any  partial
prepayment of principal  shall first be applied to any  installment of principal
then  due and then be  applied  to the  principal  due in the  reverse  order of
maturity,  and  no  such  partial  prepayment  shall  relieve  Borrower  of  the
obligation to pay each subsequent installment of principal when due.

            2.3.10 Maturity.  Upon  acceleration of the Loans, if the Loans have
been accelerated by Agent (or the Loans have been automatically terminated) upon
an Event of Default,  or at the Maturity Date, all accrued and unpaid  interest,
principal  and other  charges  due with  respect  to the Loans  shall be due and
payable in full,  and the  principal  balance  and such other  charges,  but not
unpaid  interest,  shall  continue to bear interest at the Default Rate until so
paid.

            2.3.11 Method of Payment;  Date of Credit. All payments of interest,
principal  and  fees  shall be made in  lawful  money of the  United  States  in
immediately  available funds,  without counterclaim or setoff and free and clear
of, and without any deduction or withholding  for, any taxes or other  payments:
(a) with respect to principal  and  interest,  by direct charge to the repayment
account of Borrower  maintained  with Agent,  or (b) by wire  transfer to Agent.
Payments  shall be credited on the Business Day on which  immediately  available
funds are received prior to 1:00 P.M.;  payments  received after 1:00 P.M. shall
be credited to the Loan on the next Business Day.  Payments  which are by check,
which Agent may at its option accept or reject,  or which are not in the form of
immediately  available funds shall not be credited to the



                                      -7-
<PAGE>



Loans until such funds become immediately  available to Agent, and, with respect
to payments by check, such credit shall be provisional until the item is finally
paid by the payor bank.  All payments  shall be applied  first to the payment of
all fees,  expenses,  and other amounts due to the Lenders (excluding  principal
and  interest),  then  to  accrued  interest,  and the  balance  on  account  of
outstanding principal,  provided,  however, that after the occurrence and during
the  continuation  of an Event  of  Default,  payments  will be  applied  to the
Obligations  as the Agent  determines,  subject  to the  provisions  of  section
10.2.4.

            2.3.12  Billings.  Agent  may  submit  monthly  billings  reflecting
payments due; however,  any changes in the interest rate which occur between the
date  of  billing  and  the due  date  may be  reflected  in the  billing  for a
subsequent month. Neither the failure of Agent to submit a billing nor any error
in any such  billing  shall excuse  Borrower  from the  obligation  to make full
payment of all Borrower's payment obligations when due.

            2.3.13  Default Rate.  Agent shall have the option of imposing,  and
Borrower shall pay upon billing therefor, an interest rate which is four percent
(4%) per annum above the Variable Rate ("Default Rate"): (a) following any Event
of  Default,  unless and until the Event of Default is waived by Agent or cured,
the Default Rate shall cease to be effective,  and (b) after the Maturity  Date,
Borrower's right to select pricing options shall cease.

            2.3.14 Late Charges.  Borrower shall pay, upon billing  therefor,  a
"Late  Charge"  equal to five  percent  (5%) of the  amount  of any  payment  of
principal,  other than  principal due at the Maturity Date (or the date on which
the Agent  accelerates  the time for payment of the Loan after the occurrence of
an Event of Default),  interest, or fees, which is not paid within ten (10) days
of the due date  thereof.  Late charges are: (a) payable in addition to, and not
in  limitation  of, the  Default  Rate,  (b)  intended to  compensate  Agent for
administrative and processing costs incident to late payments, (c) not interest,
and (d) not subject to refund or rebate or credit against any other amount due.

            2.3.15 Prepayment;Yield Maintenance. The Borrower may prepay a LIBOR
Advance only upon at least three (3) Business days prior written notice to Agent
(which notice shall be  irrevocable).  The Borrower shall pay to the Agent,  for
the  ratable  benefit of the  Lenders,  upon  request of Agent,  such  amount or
amounts  as  shall  be  sufficient  (in the  reasonable  opinion  of  Agent)  to
compensate  Agent or any Lender for any loss,  cost,  or expense  incurred  as a
result of: (i) any payment or prepayment,  under any  circumstances  whatsoever,
whether voluntary or involuntary,  of all or any portion of a LIBOR Advance on a
date other than the last day of the Interest Period for such LIBOR Advance; (ii)
the  conversion,  for any reason  whatsoever,  whether  voluntary or involuntary
(including,  without  limitation,  as  a  result  of  the  acceleration  of  the
Obligations),  of any LIBOR Advance,  to a Variable Rate Advance on a date other
than the last day of the  applicable  interest  Period,  (iii)  any  failure  by
Borrower to borrow a LIBOR Advance on the date  specified by Borrower's  written
notice;  (iv) any  failure by  Borrower  to pay a LIBOR  Advance on the date for
payment  specified in Borrower's  written  notice.  Without  duplication  of the
foregoing,  Borrower shall pay to Agent, for the ratable benefit of the



                                      -8-
<PAGE>



Lenders, a "yield maintenance fee" in an amount computed as follows: The current
rate for United States Treasury securities (bills on a discounted basis shall be
converted to a bond  equivalent) with a maturity date closest to the term chosen
pursuant to a applicable  Interest  Period as to which the  prepayment  is made,
shall be subtracted from the LIBOR Rate in effect at the time of prepayment.  If
the result is zero or a negative  number,  there  shall be no yield  maintenance
fee. If the result is a positive number, then the resulting  percentage shall be
multiplied by the amount of the principal  balance being prepaid.  The resulting
amount shall be divided by 360 and multiplied by the number of days remaining in
the term chosen  pursuant to the Interest  Period as to which the  prepayment is
made.  Said amount  shall be reduced to present  value  calculated  by using the
above-referenced  United States Treasury  securities rate and the number of days
remaining  in the term chosen  pursuant to the  Interest  Period as to which the
prepayment is made. The resulting amount shall be the yield  maintenance fee due
to Agent,  for the ratable  benefit of the Lenders,  upon  prepayment of a LIBOR
Advance.


      2.4 Loan Fees.

            2.4.1 Loan Fees.  Borrower  shall pay  commitment  fees as agreed to
between the Borrower and the Agent in accordance  with the provisions of the Fee
Letter.

            2.4.2  Agent's  Fees.  Borrower  shall  pay to the Agent for its own
account an administrative  fee and such other fees as may be provided for in the
Fee Letter.

            2.4.3 Facility Fee.  Borrower  agrees to pay a facility fee to Agent
on behalf of the Lenders on the average daily unborrowed portion of the Facility
from the Agreement Date to the Termination Date (the "Facility Fee"), calculated
as set forth  below.  The  Facility Fee shall be payable in arrears on the first
Business Day of each calendar  quarter for the  immediately  preceding  calendar
quarter or portion thereof and on the Termination  Date, and shall be calculated
by  multiplying  the average daily  unborrowed  portion of the Facility for such
immediately  preceding  calendar  quarter  or portion  thereof  by  0.025%,  and
multiplying that product by a fraction,  the numerator of which is the number of
days during such calendar quarter that the Facility  remained  outstanding,  and
the denominator of which is the number of days during such calendar quarter. The
Borrower  shall  not be  entitled  to any  credit,  rebate or  repayment  of the
Facility Fee  notwithstanding any termination of this Agreement or suspension or
termination of the Agent's and any Lender's respective  obligation to make Loans
hereunder.

      2.5  Acceleration.  The Agent may,  and upon the request of the  Requisite
Lenders shall,  terminate the  Commitments and accelerate the Loans following an
Event of Default, provided, however, upon the occurrence of any Event of Default
described  in  Section  8.1.6 and 8.1.7,  the  Commitments  shall  automatically
terminate  and all  such  amounts  shall  become  immediately  due  and  payable
automatically  and without any  requirement of notice from any of the Lenders or
the Agent. Upon such an acceleration,  all principal, accrued interest and costs



                                      -9-
<PAGE>



and expenses  shall be due and payable  together with interest on such principal
at the  Default  Rate  and  any  applicable  Make  Whole  Provisions  and  Yield
Maintenance Prepayment Fee.

      2.6 Additional Provisions Related to Interest Rate Selection.

            2.6.1  Increased  Costs.  If,  due to any  one or more  of:  (i) the
introduction  of any  applicable law or regulation or any change (other than any
change by way of imposition or increase of reserve requirements already referred
to in the definition of LIBOR Rate) in the  interpretation or application by any
authority charged with the  interpretation or application  thereof of any law or
regulation;  or (ii) the  compliance  with any  guideline  or  request  from any
governmental central bank or other governmental authority (whether or not having
the  force of law),  there  shall be an  increase  in the cost to any  Lender of
agreeing to make or making,  funding or maintaining  LIBOR  Advances,  including
without limitation changes which affect or would affect the amount of capital or
reserves  required or expected to be maintained  by any Lender,  with respect to
all or any portion of the Loan, or any corporation  controlling  any Lender,  on
account thereof,  then Borrower from time to time shall,  upon written demand by
Agent,  additional  amounts  sufficient  to  indemnify  any Lender  against  the
increased  cost. A certificate  as to the amount of the  increased  cost and the
reason  therefor  submitted  to  Borrower  by Agent,  in the absence of manifest
error, shall be conclusive and binding for all purposes.

            2.6.2  Illegality.  Notwithstanding  any  other  provision  of  this
Agreement,  if the introduction of or change in or in the  interpretation of any
law,  treaty,  statute,  regulation  or  interpretation  thereof  shall  make it
unlawful, or any central bank or government authority shall assert by directive,
guideline or otherwise,  that it is unlawful, for any Lender to make or maintain
LIBOR  Advances  or to  continue to fund or maintain  LIBOR  Advances  then,  on
written  notice  thereof and demand by Agent to Borrower,  (a) the obligation of
Agent to make  LIBOR  Advances  and to  convert  or  continue  any Loan as LIBOR
Advances   shall   terminate  and  (b)  Borrower  shall  convert  all  principal
outstanding under this Agreement into Variable Rate Advances.

            2.6.3  Additional LIBOR  Conditions.  The maintenance of any Loan at
the effective LIBOR Rate shall be subject to the following  additional terms and
conditions:

                        (i)  Availability.  If,  before  or after  Borrower  has
            provided the Agent with a Notice of Interest Period Selection, Agent
            notifies Borrower that:

                                    (a)  dollar  deposits  in the amount and for
                        the maturity  requested  are not available to Lenders in
                        the London interbank market at the rate specified in the
                        definition of LIBO Rate set forth above, or

                                    (b) reasonable  means do not exist for Agent
                        to determine the LIBOR Rate for the amounts and maturity
                        requested,



                                      -10-
<PAGE>



                        then the principal which would have been a LIBOR Advance
                        shall be a Variable Rate Advance.

                        (ii) Payments Net of Taxes. All payments and prepayments
            of principal and interest under this Agreement  shall be made net of
            any taxes and costs resulting from having  principal  outstanding at
            or computed with reference,  to a LIBOR Rate.  Without  limiting the
            generality of the preceding obligation,  illustrations of such taxes
            and costs are taxes, or the withholding of amounts for taxes, of any
            nature whatsoever including income,  excise,  interest  equalization
            taxes (other than United  States or state  income  taxes) as well as
            all levies,  imposts,  duties or fees whether now in existence or as
            the result of a change in or  promulgation  of any treaty,  statute,
            regulation, or interpretation thereof or any directive, guideline or
            otherwise  by a central  bank or fiscal  authority  (whether  or not
            having the force of law) or a change in the basis of, or the time of
            payment of, such taxes and other amounts resulting therefrom.

            2.6.4  Conversion  of  Interest  Rate  Periods.  At the  end of each
applicable Interest Period, the applicable LIBOR Rate Advance shall be converted
to an Interest Period of one (1) month unless Borrower  selects another Interest
Period in accordance with the provisions of this Agreement.

3. SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS.

      3.1 Security.  The Facility and the Loans,  together with interest thereon
and all  other  charges  and  amounts  payable  by,  and all  other  obligations
hereunder  of,  Borrower  to the  Agent  and  the  Lenders,  including,  without
limitation, any obligations pursuant to any Interest Rate Protection Agreements,
whenever incurred,  direct or indirect,  absolute or contingent  ("Obligations")
shall be secured by the following (the  "Collateral")  which  Borrower,  and the
Guarantor  where  applicable,  agree to provide  and  maintain or to cause to be
provided and maintained:

            3.1.1  Pledge and  Security  Agreements.  Pursuant  to the  Borrower
Pledge and Security Agreement,  the Guarantor Pledge and Security Agreement, and
the Pledgor  Stockholders Pledge and Security Agreement,  respectively,  a first
priority  pledge,  assignment and security  agreement in favor of the Agent, for
the ratable  benefit of the Lenders,  with respect to (i) all of the  Borrower's
right, title and interest, in and to any shares of PWF Common Stock from time to
time and all related rights and interests,  (ii) all of the  Guarantor's  right,
title and  interest in and to all issued and  outstanding  capital  stock of the
Borrower, from time to time and all related rights and interests,  and (iii) all
of the Pledgor Stockholders'  respective rights, title and interests,  in and to
their respective shares of PWF Common Stock and related rights and interests.



                                      -11-
<PAGE>



            3.1.2 Collateral Assignment of Interest Rate Protection  Agreements.
A first  priority  pledge,  assignment and security  agreement (the  "Collateral
Assignment of Interest Rate Protection  Agreements") in favor of the Agent,  for
the ratable benefit of the Lenders, with respect to all of the Borrower's right,
title and interest in and to all Interest Rate Protection Agreements.

            3.1.3   Collateral   Assignment  of  Rights  under  Stock   Purchase
Agreement.  The Borrower  hereby  grants a continuing  security  interest in and
assigns and pledges to the Agent, for the ratable benefit of the Lenders, all of
its right,  title and interest in and to any and all  payments  which are or may
hereafter  become  due to the  Borrower  under  the  Stock  Purchase  Agreement,
including,  without limitation, all rights in and to the Holdback, any Reduction
(as defined in the Stock  Purchase  Agreement),  and any rights to any  payments
from any  Stockholder  pursuant to the  indemnification  provisions of the Stock
Purchase  Agreement,  and any all other  rights to payment to which the Borrower
is, or  becomes,  entitled  under,  in respect  of, or arising out of, the Stock
Purchase Agreement,  and all proceeds and products of any of the foregoing.  The
Borrower hereby covenants with Agent as follows:

                        (i) After  notice  from the  Agent,  upon and during the
            continuance  of an Event of Default,  the Borrower  shall not amend,
            modify,  or waive any  provisions  of the Stock  Purchase  Agreement
            without the Agent's consent;  provided,  however,  in no event shall
            the Borrower  amend,  modify,  or waive any  provisions of the Stock
            Purchase Agreement,  the effect of which would be to (x) recalculate
            either of (i) the "Put  Option  Payment"  or (ii) the  "Call  Option
            Payment"  (each as defined  in the Stock  Purchase  Agreement),  (y)
            amend  the  definitions  of (i) the "Put  Option"  or (ii) the "Call
            Option" (each as defined in the Stock  Purchase  Agreement),  or (z)
            materially  increase any other financial  obligation of the Borrower
            thereunder.

                        (ii) After  notice  from the Agent,  upon and during the
            continuance of an Event of Default,  the Borrower shall not exercise
            any right it may have to reduce  -- by set off or  similar  right --
            any  amounts  owed from time to time by the  Borrower to the Selling
            Stockholders  by any amounts as may from time to time become payable
            by the Selling Stockholders to the Borrower under any Stock Purchase
            Agreement.

                        (iii) As a condition  to entering  into the Facility and
            making  the  Loans,  the Agent and the  Lenders  have  required  the
            Borrower to obtain (a) the consent of the  Selling  Stockholders  to
            the  Borrower's  granting of a security  interest in and  collateral
            assignment  of the Stock  Purchase  Agreement by the Borrower to the
            Agent for the ratable  benefit of the Lenders,  and (b) the specific
            acknowledgment  from the  Selling  Stockholders  of  certain  of the
            Agent's  rights in  respect  of the Stock  Purchase  Agreement.  The
            Selling Stockholders shall provide such consent



                                      -12-
<PAGE>



            and acknowledgment, as set forth in that certain letter agreement in
            the form of Exhibit 3.1.3(iii).

                        (iv) This Agreement  constitutes an authenticated record
            which authorizes the Agent to file such financing  statements as the
            Agent  determines as  appropriate to perfect or protect the security
            interests created by this Agreement.

      3.2 Loan  Documents  and  Security  Documents.  The  Loans  shall be made,
evidenced,  administered,  secured and governed by all of the terms,  conditions
and  provisions  of the  "Loan  Documents,"  each as the same  may be  hereafter
modified or amended, consisting of: (i) this Loan Agreement, (ii) the Notes made
payable by the Borrower in favor of each  Lender,  (iii) the Pledge and Security
Agreements,   (iv)  the  Collateral   Assignment  of  Interest  Rate  Protection
Agreements,  (v) any Interest Rate Protection Agreement as to which the Agent or
an  Affiliate  of the  Agent is a  counterparty,  (vi) the  Guaranty,  (vii) UCC
Financing Statements, and (viii) any other documents, instruments, or agreements
executed  to further  evidence or secure the Loans.  Each of the Loan  Documents
listed  in items  (i)  through  (vi),  inclusive,  shall  be dated of even  date
herewith.

      Those Loan Documents consisting of the Pledge and Security Agreements, the
Collateral Assignment of Interest Rate Protection Agreements,  the UCC financing
statements,  and this Agreement are sometimes collectively referred to herein as
the "Security Documents."

4.  CONTINUING  AUTHORITY OF AUTHORIZED  REPRESENTATIVES.  Agent and each of the
Lenders are  authorized  to rely upon the  continuing  authority  of the Persons
hereafter  designated  by the Borrower  ("Authorized  Representatives")  to bind
Borrower  with  respect  to all  matters  pertaining  to the  Loans and the Loan
Documents  including,  but not limited to, the selection of interest rates,  the
submission of requests for Loans,  and  certificates  with regard thereto.  Such
authorization  may be changed only upon written  notice to Agent  accompanied by
evidence,  reasonably  satisfactory  to Agent,  of the  authority  of the person
giving such notice and such notice shall be  effective  not sooner than five (5)
Business Days following receipt thereof by Agent. The Authorized Representatives
as of the Agreement  Date are listed on Schedule 4. The Agent shall have a right
of approval,  not to be unreasonably  withheld or delayed,  over the identity of
the  Authorized  Representatives  so as to assure  Agent and each of the Lenders
that each  Authorized  Representative  is a responsible  and senior  official of
Borrower.

5. CONDITIONS PRECEDENT.

      5.1  Establishment  of Facility and Funding  Initial  Loan.  It shall be a
condition precedent of Lenders' obligation to establish the Facility and to fund
the initial Loan that each of the following conditions precedent be satisfied in
full (as  determined  by the Agent and  Requisite  Lenders in their  discretion,
which discretion shall be exercised in good faith),  unless  specifically waived
in writing  by the Agent and the  Requisite  Lenders at or prior to closing  and
funding of the first Loan:



                                      -13-
<PAGE>



            5.1.1 Satisfactory Loan Documents.  Each of the Loan Documents shall
have been duly executed and delivered by the  respective  parties  thereto,  and
shall  be in  full  force  and  effect  and  shall  be  in  form  and  substance
satisfactory to each of the Lenders.

            5.1.2 No Material  Change.  No material  adverse  change  shall have
occurred in the  financial  condition,  business,  affairs or  operations of the
Borrower,  the  Guarantor  or PWF since the date of their  respective  financial
statements most recently delivered to the Agent (September 30, 2001).

            5.1.3 Consummation of Initial Acquisition. Utilizing proceeds of the
initial  Loan,  the  Initial  Acquisition  shall  have been  consummated  to the
satisfaction of the Agent.

            5.1.4 Interest Rate  Protection  Agreement.  The Borrower shall have
entered  into an Interest  Rate  Protection  Agreement  on terms and  conditions
satisfactory to the Agent.

            5.1.5 Warranties and  Representations  Accurate.  All warranties and
representations  made by or on behalf of any of Borrower,  Guarantor  and PWF to
Agent  or any of the  Lenders  pursuant  to the Loan  Documents,  and all of the
representations and warranties made by the Selling  Stockholders to the Borrower
in the Stock  Purchase  Agreement,  shall be true and  accurate in all  material
respects  and shall not omit any  material  fact  necessary to make the same not
misleading.

            5.1.6 Financials.  Agent and each of the Lenders shall have received
and approved financial statements from Borrower complying with the standards set
forth in Section 7.5.

            5.1.7 Validity and Sufficiency of Security  Documents.  The Security
Documents  shall create a valid and perfected lien on the  Collateral  described
therein  and  all  related  UCC  filings  shall  have  been  duly  filed  to the
satisfaction  of Agent and its  counsel.  The Agent  shall have  received  stock
certificates  and stock powers from each of the Borrower,  the Guarantor and the
Pledgor  Stockholders  with respect to the stock and related  rights  covered by
their respective Pledge and Security Agreements.

            5.1.8 No Other  Liens.  The  Collateral  shall not be subject to any
liens or encumbrances, whether inferior or superior to the Loan Documents or the
other Security Documents.

            5.1.9  Organizational  Documents  and Entity  Agreements.  The Agent
shall have received from each of the Borrower,  the  Guarantor,  PWF and the PWF
Subsidiaries a copy, certified as of a recent date by the appropriate officer of
the State in which such  Person is  organized  to be true and  complete,  of the
corporate  charter  and any other  organization  documents  of such Person as in
effect on such date of  certification  (other than Larson  Financial  Resources,
Inc.).



                                      -14-
<PAGE>



The Borrower, the Guarantor, PWF and the PWF Subsidiaries shall furnish evidence
satisfactory to the Agent that they are each duly qualified and in good standing
in each jurisdiction in which it owns or leases property or in which the conduct
of its  business  requires  it to so  qualify,  except  where the  failure to so
qualify could not have a materially  adverse effect on the business,  assets, or
financial condition of the Borrower, the Guarantor, PWF or the PWF Subsidiaries.
Notwithstanding,   the  foregoing,   the  Agent  acknowledges  and  agrees  that
certificates  of foreign  qualification  for (i) PWF from the Secretary of State
for the State of Illinois,  and (ii) Cambridge  Healthcare Funding Inc. from the
Secretary of State of the  Commonwealth of  Massachusetts  shall be delivered to
the Agent in accordance with the provisions of Section 7.11.

            5.1.10 Votes, Consents and Authorizations. All action on the part of
the Borrower  and  Guarantor  necessary  for the valid  execution,  delivery and
performance  by (x) the Borrower of this  Agreement and the other Loan Documents
to  which  it is or is to  become a  party,  and (y) the  Guarantor  of the Loan
Documents  to which it is or is to  become a party,  shall  have  been  duly and
effectively  taken,  and evidence  thereof  satisfactory to the Agent shall have
been provided to the Agent. The Agent shall have received from the Borrower true
copies of the Borrower's  by-laws and the resolutions  adopted by the Borrower's
board of directors authorizing the transactions described herein, each certified
by the Borrower's secretary as of a recent date to be true and complete, and the
Agent shall have  received  from the  Guarantor  true copies of the  Guarantor's
Declaration of Trust and the  resolutions  adopted by the  Guarantor's  Board of
Trustees  authorizing the transactions  described herein,  each certified by the
Guarantor's Secretary as of a recent date to be true and complete.

            5.1.11 Incumbency  Certificate;  Authorized Signers. The Agent shall
have  received  from the  Borrower an  incumbency  certificate,  dated as of the
Closing Date,  signed by a duly  authorized  officer of each of the Borrower and
the  Guarantor  and giving the name and  bearing a  specimen  signature  of each
individual who shall be an Authorized  Representative:  (a) to sign, in the name
and on behalf of such Person, each of the Loan Documents to which such Person is
or is to become a party; (b) with respect to the Borrower,  to make requests for
Loans;  and (c) to give  notices  and to take  other  action  on  behalf  of the
Borrower under the Loan Documents.

            5.1.12  Corporate  Structure.  The Agent shall be  satisfied  in all
respects with the legal structure and  capitalization  of the Borrower,  PWF and
the PWF Subsidiaries and all documentation relating thereto.

            5.1.13   Litigation.   There  shall  be  no  pending  or  threatened
litigation  involving  the  Borrower,  the  Guarantor,  PWF or  any  of the  PWF
Subsidiaries  which, in the judgment of the Agent, could have a material adverse
effect on such Person or the ability of the Borrower or the Guarantor to perform
their  obligations  under the Loan  Documents to which they are a party,  and no
judgment,  order,  injunction  or other  similar  injunction  or  other  similar
restraint prohibiting any of the transactions contemplated hereby shall exist.



                                      -15-
<PAGE>



            5.1.14  Appraisals.  The  Agent  shall  have been  provided  with an
Appraisal  of the  Servicing  Rights  which have been  prepared  by an  Approved
Servicing Rights  Appraiser,  utilizing  methodology  satisfactory to the Agent,
evidencing Servicing Rights Appraised Value acceptable to the Agent.

            5.1.15  Evidence  of  Insurance.   The  Agent  shall  have  received
evidence,  in form,  scope  and  substance  and with  such  insurance  carriers,
satisfactory to the Agent, for all insurance  policies required under any of the
Loan Documents.

            5.1.16  Financial  Statements.  The Lenders shall have received such
financial  statements and other  information  and projections as the Agent shall
have  reasonably  requested,  and the  information  shall be satisfactory to the
Lenders.

            5.1.17  Examination  of Books and Assets.  The Agent shall have been
afforded the opportunity prior to closing, to review the books, records, leases,
contracts,  pension plans, workers' compensation and retiree health plans, ERISA
matters, product liability litigation,  insurance coverage and properties of the
Borrower  and PWF and the  other  parties  to the  Initial  Acquisition,  and to
perform  such other due  diligence  regarding  the Initial  Acquisition  and the
Borrower,  PWF and the PWF  Subsidiaries  as the Agent shall have required,  the
results  of  which  review  and  due  diligence   shall  have  been   reasonably
satisfactory to the Agent and its counsel.

            5.1.18  Compliance  with Law. The Agent shall be satisfied  that (i)
the  Borrower and the  Guarantor  have  obtained  all  material and  appropriate
authorizations and approvals of all governmental  authorities or any other third
parties (including,  without limitation, any approvals required by any of Fannie
Mae,  FHA,  Freddie  Mac,  GNMA and/or  HUD),  required  for the due  execution,
delivery and  performance  by the Borrower and the Guarantor of each of the Loan
Documents  to which it is or will be a party  and for the  perfection  of or the
exercise by the Agent and each Lender of their  respective  rights and  remedies
under the Loan Documents,  and (ii) the Loans as well as all other  transactions
contemplated  hereby, shall be in material compliance with, and the Borrower and
the  Guarantor  shall have  obtained,  all  material and  appropriate  approvals
pertaining to, all applicable laws,  rules,  regulations and orders,  including,
without  limitation,  all  governmental,  environmental,  ERISA  retiree  health
benefits, workers' compensation and other requirements, regulations and laws and
shall not  contravene  any charter,  by-law,  debt  instrument or other material
Contractual   Obligation  of  Borrower  and   Guarantor  and  their   respective
Subsidiaries.

            5.1.19 Legal and other  Opinions.  Each of the Lenders and the Agent
shall have received an opinion  addressed to the Lenders and the Agent and dated
as of the Closing Date, in form and  substance  satisfactory  to the Lenders and
the Agent from the Borrower's and Guarantor's counsel, Proskauer Rose LLP.



                                      -16-
<PAGE>



            5.1.20  Borrower's  Expenditures.  The  Agent  shall  have  received
evidence  satisfactory  to the Agent that the  Borrower has expended in cash not
less than $9,000,000.00 towards the consummation of the Initial Acquisition.

            5.1.21  Payment of Fees.  The Borrower  shall have paid to the Agent
all fees and expenses  required  pursuant to this Agreement,  the Fee Letter and
the other Loan Documents.

            5.1.22 No Default.  There shall not be any Default  under any of the
Loan Documents.

            5.1.23 Additional  Documents.  The Borrower shall have provided such
additional  instruments  and documents to the Agent and the Lenders as the Agent
and the Agent's counsel may have reasonably requested.

      5.2 Subsequent  Advances.  Each Loan after the first Loan (hereinafter,  a
"Subsequent  Advance")  shall be subject  to the  condition  precedent  that all
conditions to funding of the first Loan were  satisfied or waived on the Closing
Date  and to the  further  satisfaction  of  each  of the  following  conditions
precedent,  unless  specifically  waived in  writing by Agent at or prior to the
time of each such Subsequent Advance:

            5.2.1  Representations  True;  No  Event  of  Default.  Each  of the
representations and warranties and covenants of the Borrower,  the Guarantor and
PWF and the PWF  Subsidiaries  contained  in this  Agreement  or the other  Loan
Documents shall be true as of the date as of which they were made and shall also
be true at and as of the time of the making of such Loan,  with the same  effect
as if made at and as of that time  (except to the  extent of  changes  resulting
from  transactions  contemplated  and permitted by this  Agreement and the other
Loan  Documents  and changes  occurring in the ordinary  course of business that
singly or in the aggregate are not materially adverse,  and except to the extent
that such  representations  and warranties  relate expressly to an earlier date)
and no Default or Event of Default shall have occurred and be  continuing.  Each
of the Lenders shall have received a  certificate  of the Borrower  signed by an
authorized officer of the Borrower to such effect.

            5.2.2 No Legal Impediment.  No change shall have occurred in any law
or  regulations  thereunder or  interpretations  thereof that in the  reasonable
opinion of any Lender would make it illegal for such Lender to make such Loan.

            5.2.3 Governmental Regulation.  Each Lender shall have received such
statements in substance and form reasonably  satisfactory to such Lender as such
Lender  shall  require  for  the  purpose  of  compliance  with  any  applicable
regulations of the  Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

            5.2.4 Proceedings and Documents.  All proceedings in connection with
the  transactions  contemplated by this Agreement,  the other Loan Documents and
all  other



                                      -17-
<PAGE>



documents incident thereto shall be reasonably  satisfactory in substance and in
form to the Lenders and to the Agent's counsel, and the Lenders and such counsel
shall have received all information and such counterpart  originals or certified
or other copies of such documents as the Agent may reasonably request.

            5.2.5 No Adverse  Changes.  There  shall not have been any  material
adverse change in the financial  condition,  business,  affairs of the Borrower,
the  Guarantor,  or PWF since the date of this Loan  Agreement  which in Agent's
good faith judgment may jeopardize in a material  manner the ability of Borrower
or Guarantor to perform fully their respective obligations under each applicable
Loan Document.

            5.2.6  Pledge of  Additional  PWF  Stock.  Upon the  funding  of any
Put/Call Advance,  the Borrower shall provide the Agent with an amendment to the
Borrower Pledge and Security Agreement to add such portion of the additional PWF
Common Stock  acquired  with the proceeds of such Put/Call  Advance,  as well as
deliver to the Agent the stock  certificate  representing  such  additional  PWF
Common Stock together with a duly executed stock power in blank.

            5.2.7 Other  Certificates.  Agent shall have  received  and approved
such other documents, and certificates as Lender may reasonably request, in form
and substance reasonably satisfactory to Lender.

6. WARRANTIES AND REPRESENTATIONS. Borrower warrants and represents to Agent and
each of the Lenders for the  express  purpose of inducing  Lenders to enter into
this  Agreement,  to  make  each  Loan,  and to  otherwise  complete  all of the
transactions contemplated hereby, that, as of the date of the Agreement Date and
upon the date of each Loan, as follows:

      6.1  Financial   Information.   True  and  complete  copies  of  financial
statements of Borrower,  the Guarantor,  PWF and the PWF Subsidiaries  have been
delivered  to Agent and each of the  Lenders  and the same  fairly  present  the
financial  condition  of such Person as of the date  thereof and no material and
adverse change has occurred in such financial  condition since the date thereof.
All financial  statements of such Persons hereafter furnished to Agent or any of
the Lenders shall be true and complete  copies  thereof and shall fairly present
the financial condition of such Person as of the date thereof.

      6.2 No Violations.  The  establishment  of the Facility,  the obtaining of
Loans, and the subsequent  payment and performance of the Obligations  evidenced
and  secured by the Loan  Documents  shall not  constitute  a  violation  of, or
conflict with, any Legal Requirement,  Contractual Obligations or organizational
document to which  Borrower  and/or  Guarantor  is a party or by which it or its
property is or may be bound.

      6.3  No  Litigation.   There  are  no  actions,   suits,   proceedings  or
investigations  of any  kind  pending  or,  to the  knowledge  of the  Borrower,
threatened,  against the Borrower, the



                                      -18-
<PAGE>



Guarantor, the Guarantor's Subsidiaries, PWF, or the PWF Subsidiaries before any
court, tribunal or administrative agency or board that, if adversely determined,
would  reasonably  be  expected  to,  either  in any  case or in the  aggregate,
materially  adversely  affect the  properties,  assets,  financial  condition or
business  of such  Person or  materially  impair the right of such Person or its
Subsidiaries  to carry on  business  substantially  as now  conducted  by it, or
result in any substantial liability not adequately covered by insurance,  or for
which  adequate  reserves are not maintained on the balance sheet of such Person
(considering  PWF and the PWF  Subsidiaries  as a single  Person for purposes of
this Section  6.3), or which  question the validity of this  Agreement or any of
the other Loan Documents,  or any action taken or to be taken pursuant hereto or
thereto.

      6.4 Franchises, Patents, Copyrights, Etc. The Borrower, the Guarantor, PWF
and the PWF  Subsidiaries  each  possess all  franchises,  patents,  copyrights,
trademarks,  trade names,  Licenses  and  Permits,  and rights in respect of the
foregoing,  adequate  for  the  conduct  of its  business  substantially  as now
conducted, without known conflict with any rights of others.

6.5 Good  Title and No Liens.  Borrower  and  Guarantor,  respectively,  are the
lawful owner of their respective Collateral and are and will be the lawful owner
of the  Collateral,  free and clear of all liens and  encumbrances of any nature
whatsoever.

      6.6 Use of  Proceeds.  The  proceeds of the Loans shall be used solely and
exclusively for those matters set forth in Sections 1.2 and 2.1.1.

      6.7 Entity Matters.

            6.7.1 Organization.

                        (i)  Borrower  is  a  duly  organized  validly  existing
            corporation  in good standing under the laws of Delaware and is duly
            qualified  in the  jurisdiction  where the nature of its business is
            such that  qualification  is  required  and where  failure  to be so
            qualified would materially  adversely affect its business or assets,
            and has all  requisite  power and  authority to conduct its business
            and  to  own  its  property,  as  now  conducted  or  owned,  and as
            contemplated by this Loan Agreement.

                        (ii)  Guarantor  is a duly  organized  validly  existing
            business  trust in good  standing  under the laws of Delaware and is
            duly qualified in the jurisdiction  where the nature of its business
            is such that  qualification  is required and where  failure to be so
            qualified would materially  adversely affect its business or assets,
            and has all  requisite  power and  authority to conduct its business
            and  to  own  its  property,  as  now  conducted  or  owned,  and as
            contemplated by this Loan Agreement.



                                      -19-
<PAGE>



                        (iii)  PWF  is  a  duly   organized   validly   existing
            corporation in good standing under the laws of Delaware and,  except
            for the State of Illinois,  is duly  qualified  in the  jurisdiction
            where the  nature of its  business  is such  that  qualification  is
            required  and where  failure  to be so  qualified  would  materially
            adversely affect its business or assets, and has all requisite power
            and  authority to conduct its business and to own its  property,  as
            now conducted or owned, and as contemplated by this Loan Agreement.

                        (iv)  Larson  Financial   Resources,   Inc.  is  a  duly
            organized  validly  existing  corporation in good standing under the
            laws of New Jersey and is duly qualified in the  jurisdiction  where
            the nature of its  business is such that  qualification  is required
            and where  failure to be so  qualified  would  materially  adversely
            affect its  business  or  assets,  and has all  requisite  power and
            authority to conduct its business  and to own its  property,  as now
            conducted or owned, and as contemplated by this Loan Agreement.

                        (v)  Cambridge   Healthcare   Funding  Inc.  is  a  duly
            organized  validly  existing  corporation in good standing under the
            laws of Delaware and, except for the Commonwealth of  Massachusetts,
            is duly  qualified  in the  jurisdiction  where  the  nature  of its
            business is such that qualification is required and where failure to
            be so qualified would  materially  adversely  affect its business or
            assets,  and has all  requisite  power and  authority to conduct its
            business and to own its property,  as now conducted or owned, and as
            contemplated by this Loan Agreement.

            6.7.2 Ownership, Subsidiaries and Taxpayer Identification Numbers.

                        (i) All of the stockholders of each of the Borrower, PWF
            and  the  PWF  Subsidiaries  and  a  description  of  the  ownership
            interests held by the same, and all of the Borrower's  Subsidiaries,
            are listed in Schedule 6.7.2 and no additional  ownership interests,
            or rights or instruments  convertible into such ownership interests,
            exist,  except as set forth on  Schedule  6.7.2 . True and  complete
            copies of each of the agreements  listed on Schedule 6.7.2 have been
            furnished to the Agent by the Borrower.

                        (ii)  The  taxpayer  identification  numbers  and  state
            organizational  numbers (if applicable) of the foregoing Persons are
            accurately stated in Schedule 6.7.2.

                        (iii) The  Borrower,  the Guarantor and PWF are each the
            owner, free and clear of all liens and encumbrances,  of the capital
            stock  which  they  purport  to  own of  each  of  their  respective
            Subsidiaries.  All shares of such stock have been validly issued and
            are fully paid and  nonassessable  and no rights to subscribe to



                                      -20-
<PAGE>



            any additional shares have been granted,  and no options,  warrants,
            or similar  rights are  outstanding  except as set forth in Schedule
            6.7.2.

            6.7.3 Authorization. The execution, delivery and performance of this
Agreement  and the other Loan  Documents to which the Borrower and the Guarantor
are to become a party and the transactions  contemplated  hereby and thereby (i)
are within the authority of such Person,  (ii) have been duly  authorized by all
necessary corporate or business trust proceedings, (iii) do not conflict with or
result in any breach or  contravention  of any Legal  Requirement  to which such
Person is subject or any judgment,  order, writ,  injunction,  license or permit
applicable  to such Person,  and (iv) do not conflict with any provision of such
Person's organization  documents or other charter documents or bylaws of, or any
Contractual  Obligation  of, such Person,  except where such conflict  would not
have a materially adverse effect on the business,  assets or financial condition
of such Person.

      6.8 Valid and Binding.  Each of the Loan Documents constitute legal, valid
and  binding  obligations  of  the  Borrower,  the  Guarantor  and  the  Pledgor
Stockholders  under the  respective  Loan  Document to which they are party,  in
accordance with the respective terms thereof, subject to bankruptcy,  insolvency
and similar  laws of general  application  affecting  the rights and remedies of
creditors  and,  with  respect to the  availability  of the remedies of specific
enforcement,  subject to the discretion of the court before which any proceeding
therefor may be brought.

      6.9 Deferred  Compensation and ERISA.  Borrower does not have any pension,
profit  sharing,  stock  option,  insurance  or  other  arrangement  or plan for
employees covered by Title IV of the Employment Retirement Security Act of 1974,
as now or hereafter  amended  ("ERISA")  except as may be designated to Agent in
writing by Borrower from time to time ("ERISA Plan") and no  "Reportable  Event"
as defined in ERISA has occurred and is now continuing  with respect to any such
ERISA  Plan.  The  granting  of the Loans,  the  performance  by Borrower of its
obligations  under  the  Loan  Documents,   and  Borrower's  conducting  of  its
operations do not and will not violate any provisions of ERISA.

      6.10 No Materially  Adverse  Contracts,  Etc.  None of the  Borrower,  the
Guarantor,  PWF  or any of  their  respective  Subsidiaries  is  subject  to any
charter,  corporate or other legal restriction,  or any judgment, decree, order,
rule or  regulation  that has or is expected in the future to have a  materially
adverse  effect on the business,  assets or financial  condition of such Person.
None of the Borrower, the Guarantor, PWF or any of their respective Subsidiaries
is a party to any contract or agreement that has or is expected, in the judgment
of the such Person's  officers,  to have any  materially  adverse  effect on the
business of such Person or such Person's Subsidiaries.

      6.11 Compliance With Other  Instruments,  Laws, Etc. None of the Borrower,
the Guarantor,  PWF or any of their  respective  Subsidiaries is in violation of
any provision of its charter or other organization  documents,  by-laws,  or any
Contractual Obligations or Legal



                                      -21-
<PAGE>



Requirements, in any of the foregoing cases in a manner that could result in the
imposition  of  substantial  penalties or materially  and  adversely  affect the
financial  condition,  properties  or business  of such Person or such  Person's
Subsidiaries.

      6.12 Tax Status.  The  Borrower,  the  Guarantor  and PWF (a) have made or
filed all  federal  and state  income  and all other tax  returns,  reports  and
declarations  required by any jurisdiction to which such Person is subject,  (b)
has paid all taxes and  other  governmental  assessments  and  charges  shown or
determined to be due on such  returns,  reports and  declarations,  except those
being  contested in good faith and by  appropriate  proceedings  and (c) has set
aside on its books provisions  reasonably  adequate for the payment of all taxes
for  periods  subsequent  to the  periods  to which  such  returns,  reports  or
declarations  apply. Except for taxes being contested as provided in clause (b),
above, there are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction,  and the officers of the foregoing Persons
know of no basis for any such claim.

      6.13 Holding  Company and Investment  Company Acts.  Neither the Borrower,
the  Guarantor  nor any of  their  Subsidiaries  is a  "holding  company",  or a
"subsidiary  company" of a "holding  company",  or an  "affiliate" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935;  nor  is it an  "investment  company",  or an  "affiliated  company"  or a
"principal underwriter" of an "investment company", as such terms are defined in
the Investment Company Act of 1940.

      6.14 Certain Transactions. Except as set forth in Schedule 6.14 hereof, as
of the date of this Agreement,  none of the officers,  trustees,  directors,  or
employees  of  the  Borrower  or  any  of its  Subsidiaries  is a  party  to any
transaction  with  the  Borrower  or any of its  Subsidiaries  (other  than  for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer, trustee, director or such employee or
any  corporation,  partnership,  trust or other  entity  in which  any  officer,
trustee,  director,  or any such  employee has a  substantial  interest or is an
officer, director, trustee or partner.

      6.15  Regulations  U and X. No  portion  of any Loan is to be used for the
purpose of  purchasing  or carrying any "margin  security" or "margin  stock" as
such  terms are used in  Regulations  U and X of the Board of  Governors  of the
Federal Reserve System, 12 C.F.R. Parts 221 and 224.

      6.16 Loan  Documents.  All of the  representations  and  warranties of the
Borrower and the Guarantor made in their  respective Loan Documents are true and
correct in all material respects.

      6.17 No Material  Change;  No Default.  There has been no material adverse
change in the financial condition,  business, affairs of Borrower, the Guarantor
or PWF since the date of its



                                      -22-
<PAGE>



last  financial  statement most recently  delivered to the Agent.  No Default or
Event of Default exists under any of the Loan Documents.

      6.18 No Broker or  Finder.  Neither  the  Borrower,  nor  anyone on behalf
thereof has dealt with any broker, finder or other person or entity who or which
may be entitled to a broker's or finder's fee, or other compensation, payable by
the Agent or any of the Lenders in connection with this Loan.

      6.19  Background   Information  and  Certificates.   All  of  the  factual
information  contained or referred to in Section 1 of this  Agreement and in the
Exhibits and Schedules to this Agreement,  and in the certificates  furnished to
the Agent or any of the Lenders by or on behalf of Borrower or the  Guarantor in
connection  with this  Agreement or any other Loan Document is true and complete
in all material respects,  and omits no material fact necessary to make the same
not misleading.

Each request by the Borrower for a Loan: (i) shall  constitute an affirmation by
Borrower  that the  foregoing  representations  and  warranties  remain true and
correct  as of the  date of such  request  (except  as to  matters  specifically
disclosed in writing to Agent and each of the Lenders prior to or simultaneously
with such written  request,  and except to the extent of changes  resulting from
transactions  contemplated  and  permitted by this  Agreement and the other Loan
Documents and changes  occurring in the ordinary  course of business that singly
or in the aggregate are not  materially  adverse,  and except to the extent that
such  representations  and warranties  relate expressly to an earlier date) and,
unless  Agent and each of the Lenders is notified to the  contrary  prior to the
disbursement  of the requested  Loan,  will be so on the date of such Loan,  and
(ii) shall  constitute  the  representation  and  warranty of Borrower  that the
information  set forth in each such  request is true and  correct,  and omits no
material fact necessary to make the same not misleading.

7.  COVENANTS.  Borrower  covenants  and agrees that from the date hereof and so
long as  Lenders  have  any  obligation  to make  the  Loans  hereunder,  or any
indebtedness is outstanding  hereunder,  or any Loan or other Obligations remain
outstanding, as follows:

      7.1 Punctual  Payment.  The Borrower will duly and punctually pay or cause
to be paid the principal  and interest on the Loans and all  interest,  fees and
other  Obligations  provided for in this  Agreement,  all in accordance with the
terms of this Agreement and the Notes,  as well as all other sums owing pursuant
to the Loan Documents.

      7.2 Maintenance of Office.  The Borrower will maintain its chief executive
office in New York,  New York,  or at such other  place in the United  States of
America as the Borrower shall  designate upon not less than forty five (45) days
prior written notice to the Agent.

      7.3 Records and Accounts.  The Borrower  will (a) keep,  and cause each of
its  Subsidiaries  to keep,  true and  accurate  records and books of account in
which full,  true and



                                      -23-
<PAGE>



correct entries will be made in accordance  with GAAP and (b) maintain  adequate
accounts and reserves for all taxes (including  income taxes),  depreciation and
amortization  of  its  properties  and  the  properties  of  its   Subsidiaries,
contingencies, and other reserves.

      7.4 Notices.

            7.4.1  Defaults.  The  Borrower  will  promptly  notify the Agent in
writing  of the  occurrence  of any  Default  or Event of  Default  known to the
Borrower.  If any  Person  shall  give any  notice or take any  other  action in
respect of a claimed default  (whether or not  constituting an Event of Default)
under this Agreement or under any note,  evidence of indebtedness,  indenture or
other  obligation  to which or with  respect to which the Borrower or any of its
Subsidiaries  is a party or obligor,  whether as principal  or surety,  and such
default would permit the holder of such note or obligation or other  evidence of
indebtedness to accelerate the maturity thereof, which acceleration would have a
material  adverse  effect on the Borrower,  the Borrower  shall  forthwith  give
written  notice  thereof  to the Agent  describing  the notice or action and the
nature of the claimed default.

            7.4.2 Notification of Claims against Collateral.  The Borrower will,
promptly  upon (but in any event not later  than ten (10) days  after)  becoming
aware  thereof,  notify  the Agent in  writing  of any  events  relating  to the
Collateral  that  materially  adversely  affect  the  rights of the Agent or the
Lenders with respect thereto.

            7.4.3 Notice of Litigation  and  Judgments.  The Borrower  will, and
will cause each of its  Subsidiaries,  the Guarantor,  any  Subsidiaries  of the
Guarantor, PWF and the PWF Subsidiaries to, give notice to the Agent and each of
the  Lenders  in  writing  (within  ten (10)  days of the date on which any such
Person shall become aware thereof) of any  litigation or proceedings  threatened
or any pending litigation and proceedings affecting such Person or to which such
Person is or is to become a party  involving an amount in controversy  exceeding
$250,000.00  or that could  reasonably be expected to have a materially  adverse
effect on such Person and stating  the nature and status of such  litigation  or
proceedings.  The Borrower  will, and will cause each of its  Subsidiaries,  the
Guarantor,  any Subsidiaries of the Guarantor,  PWF and the PWF Subsidiaries to,
give notice to the Agent and each of the Lenders,  in writing in form and detail
satisfactory to the Agent and each of the Lenders,  (within ten (10) days of the
date on which any such Person  shall  become  aware  thereof) of any judgment in
excess of $250,000.00 not covered by insurance, final or otherwise, against such
Persons.

            7.4.4 Notice of Payments/ Claims Under Stock Purchase Agreement. The
Borrower  will keep the Agent  informed,  in a prompt and timely manner (but not
later than ten (10) days after), of any and all claims for  indemnification,  or
any threatened  legal action,  at any time asserted  against it or the Guarantor
by, or by it or the  Guarantor  against,  any  Selling  Stockholder  under or in
respect of the Stock Purchase Agreement, whether or not covered by the Holdback,
below any claim threshold, or in excess of any claim ceiling.



                                      -24-
<PAGE>



      7.5 Financial  Statements and Reports.  Borrower shall furnish or cause to
be  furnished  to the  Agent  and each of the  Lenders  from  time to time,  the
following financial  statements and reports and other information,  all in form,
manner of presentation and substance reasonably acceptable to Agent:

            7.5.1 Annual  Statements.  As soon as practicable,  but in any event
not later than one hundred  twenty  (120) days after the end of each fiscal year
of the Borrower, the audited consolidated balance sheet of the Guarantor and the
Guarantor's   Subsidiaries  (on  a  consolidated   basis),   and  the  unaudited
consolidating  balance  sheet  of  the  Borrower  and  its  Subsidiaries  (on  a
consolidating basis) at the end of such year, and the related respective audited
consolidated and unaudited  consolidating  statements of earnings and cash flows
for such year,  each  setting  forth in  comparative  form the  figures  for the
previous  fiscal  year  and all  such  statements  to be in  reasonable  detail,
prepared in  accordance  with  Generally  Accepted  Accounting  Principles,  and
accompanied  by  an  auditor's  report  prepared  without  qualification  by  an
independent  certified  public  accountant  reasonably  acceptable to the Agent,
together with a copy of the Guarantor's  Form 10-K filed with the Securities and
Exchange Commission for such fiscal year.

            7.5.2 Quarterly Statements. As soon as practicable, but in any event
not later  than  sixty  (60) days  after the end of each  fiscal  quarter of the
Borrower,  the management prepared  consolidated  balance sheet of the Guarantor
and the  Guarantor's  Subsidiaries,  and the management  prepared  consolidating
balance  sheet of the Borrower and its  Subsidiaries  at the end of such quarter
(including for the fourth fiscal quarter,  which shall be subject to normal year
end  audit  adjustments),  and the  related  management  prepared  consolidating
statements  of earnings and cash flows for such  quarter,  each setting forth in
comparative  form the  figures  for the  previous  fiscal  quarter  and all such
statements to be in reasonable  detail,  prepared in accordance  with  Generally
Accepted  Accounting  Principles,  together with a copy of the Guarantor's  Form
10-Q filed with the Securities and Exchange Commission for such fiscal quarter.

            7.5.3 Public Filings. Within ten (10) Business Days after the filing
or mailing thereof,  copies of all material of a financial nature filed with the
Securities  and Exchange  Commission or sent to the public  stockholders  of the
Guarantor.

            7.5.4 Compliance Certificate.  Concurrently with the delivery of the
financial   statements  referred  to  in  Sections  7.5.1  and  7.5.2  above,  a
certificate  of an Authorized  Representative  stating that, to the best of such
Authorized  Representative's  knowledge,  the  Borrower,  the  Guarantor and PWF
during such period  observed or performed in all material  respects all of their
covenants and other  agreements,  and satisfied in all material  respects  every
material  condition,  contained in this  Agreement to be observed,  performed or
satisfied  by them,  and that such  Authorized  Representative  has  obtained no
knowledge  of any  Default  or Event of  Default  except  as  specified  in such
certificate and such  certificate  shall include the  calculations in reasonable
detail required to indicate Borrower's compliance with Section 7.24.1.



                                      -25-
<PAGE>



            7.5.5 Accountant's  Letters.  Contemporaneously  with the Borrower's
receipt thereof,  copies of all accountants' management letters delivered to any
of the  Borrower,  its  Subsidiaries,  the  Guarantor or any of the  Guarantor's
Subsidiaries.

            7.5.6 Additional Financial Information.  From time to time, within a
reasonable time after the request,  such other financial data and information as
the Agent or any Lender may reasonably request.

            7.5.7 PWF Reporting.  All financial reports,  financial  statements,
compliance  determinations  and certificates  and other  information at any time
required to be  furnished,  or otherwise  furnished,  to the Agent and/or to the
Lenders,  with respect to PWF shall be prepared and presented on a  consolidated
and  consolidating  basis  (both  as  relating  to the  Borrower  and to the PWF
Subsidiaries).

      7.6  Existence;  Conduct  of  Business.  Except  as  a  consequence  of  a
transaction  permitted  pursuant to Section  7.16.1(i) or (ii): (a) the Borrower
will do or cause to be done all things  necessary  to preserve  and keep in full
force  and  effect  (i)  its  existence  as a  Delaware  corporation,  (ii)  the
Guarantor's  existence as a Delaware business trust,  (iii) PWF's existence as a
Delaware corporation, (iv) Larson Financial Resources, Inc.'s existence as a New
Jersey corporation,  and (v) Cambridge  Healthcare Funding Inc.'s existence as a
Delaware  corporation,  (b) the Borrower  will do or cause to be done all things
necessary  to preserve  and keep in full force all of its rights and  franchises
and those of the foregoing  Persons,  except where such failure would not have a
material  adverse effect on the business,  assets or financial  condition of any
such Person, and (c) the Borrower will only engage in business now engaged in by
it or those  which  are  complementary  to such  business  or the  business  now
conducted by the  Guarantor and the  Guarantor's  other  Subsidiaries,  and will
cause  PWF  and  its  Subsidiaries  to,  continue  to  engage  primarily  in the
businesses now conducted by them and in related businesses.  Notwithstanding the
foregoing,  the  Borrower  and the  PWF  Subsidiaries  may  engage  in  business
operations  associated with  multi-family  real estate as well as those business
operations  currently engaged in or related to those currently engaged in by the
Related Capital Company and the Guarantor and its Subsidiaries.

      7.7 Insurance.  Schedule 7.7 sets forth all presently  existing  insurance
maintained by the Borrower and PWF. The Borrower will  maintain  insurance  with
respect to its other  properties,  and will cause  each of its  Subsidiaries  to
maintain with financially sound and reputable  insurers,  insurance with respect
to such properties and its business against such casualties and contingencies as
shall be in  accordance  with the general  practices  of  businesses  engaged in
similar activities in similar  geographic areas and in amounts,  containing such
terms, in such forms and for such periods as may be reasonable and prudent.

      7.8 Taxes and Trade Debt.  The Borrower  will,  and will cause each of its
Subsidiaries  to, duly pay and  discharge,  or cause to be paid and  discharged,
before  the  same  shall  become  overdue,  all  taxes,  assessments  and  other
governmental  charges  imposed  upon  it and  its  real



                                      -26-
<PAGE>



properties,  sales and  activities,  or any part thereof,  or upon the income or
profits therefrom, except for those taxes, assessments or charges which any such
Person is contesting in good faith by appropriate  proceedings  and with respect
to which appropriate  reserves have been established and are being maintained in
accordance with Generally Accepted Accounting Principles.

      7.9 Compliance with Laws, Contracts,  Licenses, and Permits.  Except where
the failure to comply would not have a material  adverse effect on the business,
operations,  properties,  assets,  or financial  condition of the Borrower,  the
Guarantor, PWF and the PWF Subsidiaries, the Borrower will comply with, and will
cause each of the  foregoing  Persons to comply  with (a) all  applicable  Legal
Requirements now or hereafter in effect wherever its business is conducted,  (b)
the  provisions  of its  Constituent  Documents,  and (c)  all of such  Person's
Contractual  Obligations.  If at any time while any Obligation is outstanding or
the  Lenders  have any  obligation  to make Loans  hereunder,  any  Governmental
Authorization or other third party consents,  approvals,  or notifications shall
become  necessary  or required in order that the Borrower may fulfill any of its
obligations hereunder,  the Borrower will promptly take or cause to be taken all
reasonable  steps within the power of the  Borrower to obtain such  Governmental
Authorization  or other third party consents and to provide such  notifications,
and furnish the Agent and the Lenders with evidence thereof.

      7.10  Bank  Accounts.  To  permit  the  Agent  to  monitor  the  financial
performance of the Borrower,  PWF and the PWF Subsidiaries,  the Borrower shall,
and shall cause each of PWF and the PWF  Subsidiaries  to, maintain all of their
primary  deposit,  escrow and investment  accounts with Fleet National Bank. The
Borrower, PWF and the PWF Subsidiaries shall diligently pursue the establishment
of the  aforementioned  accounts  at Fleet  National  Bank and shall  diligently
pursue the closing of existing  accounts at other banks,  and the Borrower,  PWF
and the PWF  Subsidiaries  acknowledge  and agree  that the  foregoing  shall be
completed  no later  than  June  30,  2002,  with  time  being  of the  essence.
Notwithstanding the foregoing, PWF shall be permitted to maintain the Fannie Mae
Reserve Account at State Street Bank and Trust Company.

      7.11 Further Assurances.

                        7.11.1 The Borrower will cooperate  with, and will cause
            each of its  Subsidiaries,  and the Guarantor to cooperate  with the
            Agent and the Lenders  and  execute  such  further  instruments  and
            documents  as any Lender or the Agent  shall  reasonably  request to
            carry out to their  satisfaction  the  transactions  contemplated by
            this Agreement and the other Loan Documents.

                        7.11.2 Without limiting the generality of the foregoing

                                    (i)  on  or  before  March  31,  2002,   the
                        Borrower  shall provide the Agent with  certificates  of
                        foreign   qualification   for  each  (i)  PWF  from  the
                        Secretary of State for the State of  Illinois,  and (ii)
                        Cambridge  Healthcare Funding Inc. from the Secretary of
                        State of the Commonwealth of Massachusetts; and



                                      -27-
<PAGE>



                                    (ii) the  Borrower  shall  provide the Agent
                        with  evidence   satisfactory  to  the  Agent  that  the
                        Borrower   has   expended   in  cash   not   less   than
                        $2,000,000.00  in connection with its obligation to fund
                        the True Up Payment.

                                    (iii)  notwithstanding  anything else to the
                        contrary contained herein,  Borrower will not enter into
                        an Interest  Rate  Protection  Agreement  on the Closing
                        Date,  but shall enter into such  agreement  and acquire
                        the  interest  rate cap  pursuant to such  agreement  on
                        terms  reasonably  satisfactory to Agent, on or prior to
                        December 28, 2001.

      7.12 Restrictions on Liens, Transfers and Additional Debt.

            7.12.1 Restrictions on Indebtedness. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

                        (i) Indebtedness to the Lenders arising under any of the
            Loan Documents or the Mortgage Warehousing Facility or a replacement
            mortgage   warehousing   facility  in  favor  of  PWF  and  the  PWF
            Subsidiaries,  to the extent the  establishment  of such replacement
            facility  would not (A) result in the  acceleration  of the Loan, or
            (B)  constitute an Event of Default  under the Mortgage  Warehousing
            Facility;

                        (ii)  Current   liabilities   of  the  Borrower  or  its
            Subsidiaries  incurred in the  ordinary  course of business  but not
            incurred through (x) the borrowing of money, or (y) the obtaining of
            credit  except  for  credit  on an open  account  basis  customarily
            extended and in fact extended in connection with normal purchases of
            goods and services;

                        (iii)  Indebtedness  in respect  of taxes,  assessments,
            governmental  charges or levies and claims for labor,  materials and
            supplies to the extent that payment  therefor  shall not at the time
            be required to be made in accordance  with the provisions of Section
            7.8;

                        (iv) Secured  purchase money debt or  capitalized  lease
            obligations;

                        (v)  Indebtedness in respect of judgments or awards that
            have been in force for less than the applicable period for taking an
            appeal so long as execution is not levied  thereunder  or in respect
            of which the Borrower shall at the time in good faith be prosecuting
            an appeal or  proceedings  for review and in respect of which a stay
            of execution shall have been obtained pending such appeal or review;



                                      -28-
<PAGE>



                        (vi) Endorsements for collection, deposit or negotiation
            and warranties of products or services, in each case incurred in the
            ordinary course of business;

                        (vii)   Indebtedness   existing  on  the  date  of  this
            Agreement and listed and described on Schedule 7.12.1 hereto;

                        (viii)  Indebtedness  to Fannie Mae,  Freddie Mac, GNMA,
            FHA or other  parties  with  whom  the PWF and the PWF  Subsidiaries
            originate, sell, repurchase or service Mortgage Loans, to the extent
            directly  relating  to or  arising  out of such  origination,  sale,
            repurchase, or servicing in the ordinary course of business;

                        (ix) Indebtedness secured by real property acquired upon
            foreclosure  of  Mortgages,  which,  either (i) is so secured at the
            time of such  acquisition,  or (ii) is directly related to such real
            property,  not in  excess  of the fair  market  value  thereof,  and
            reasonably  expected by the Borrower or the subject Subsidiary to be
            recovered  from the sale or other  disposition  of the subject  real
            property;

                        (x) Unsecured  Indebtedness  for borrowed money incurred
            in the ordinary course of business and not exceeding $750,000,  plus
            intercompany  liabilities  which have a maturity date which is later
            than the Maturity Date and which are subordinated to the Obligations
            pursuant to subordination  agreements reasonably satisfactory to the
            Agent,  which  shall  permit  repayment  as long as (A) no  Event of
            Default then  exists,  and (B) no Event of Default  would  thereupon
            occur  (including  on a pro forma basis as if  applicable  financial
            covenants were tested as of the date of such repayment);

                        (xi)   Indebtedness   (exclusive  of  the   Indebtedness
            referred to in clause (x) above) incurred to finance the purchase or
            leasing of equipment, in the ordinary course of business;

                        (xii)  Indebtedness  incurred in the ordinary  course of
            business  secured by one or more specific  assets,  in each instance
            the  principal  amount of which shall not exceed the GAAP book value
            of the subject asset(s);

                        (xiii)  Guaranties  by the Borrower and PWF provided for
            the benefit of Subsidiaries in the ordinary course of business;

                        (xiv)  Liabilities  in the  ordinary  course of business
            under the  Borrower's  (A) credit  enhancement  products  supporting
            multi-family   housing   project   bonds  or  other   financing   of
            multi-family housing projects, and (B) Yield Guaranties;



                                      -29-
<PAGE>



                        (xv)  Liabilities  incurred by the Borrower  pursuant to
            Interest  Rate  Protection  Agreements  in the  ordinary  course  of
            business and not for speculation purposes.

                        (xvi) As to PWF and the PWF  Subsidiaries,  Indebtedness
            permitted  according to the terms of the PWF Covenants  (but without
            duplication of any of the foregoing applicable  exceptions in clause
            (i) through (xiii));



            7.12.2  Restrictions on Liens,  Etc. The Borrower will not, and will
not permit any of its  Subsidiaries  to (except PWF and the PWF  Subsidiaries in
connection  with (x) their  purchase,  origination and sale from time to time of
Mortgage  Loans  and  related  assets in the  ordinary  course  of  business  as
conducted on the Agreement Date including liens in favor of Residential  Funding
Corporation and Commerce Bank under their existing mortgage warehouse lines, (y)
liens in favor of Fleet  National  Bank and the other  lenders  pursuant  to the
Mortgage Warehousing  Facility,  and (z) any loan arrangement which replaces the
Mortgage  Warehousing   Facility,  to  the  extent  the  establishment  of  such
replacement  loan  arrangement  would not (A) result in the  acceleration of the
Loan,  or (B)  constitute  an Event of Default  under the  Mortgage  Warehousing
Facility  ), (a) create or incur or suffer to be created or incurred or to exist
any lien, encumbrance,  mortgage,  pledge, charge, restriction or other security
interest of any kind upon any of its property or assets of any character whether
now owned or hereafter  acquired,  or upon the income or profits therefrom;  (b)
transfer  any of its property or assets or the income or profits  therefrom  for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other  obligation  in priority to payment of its general  creditors;  (c)
acquire,  or agree or have an option to  acquire,  any  property  or assets upon
conditional sale or other title retention or purchase money security  agreement,
device or arrangement; (d) suffer to exist for a period of more than thirty (30)
days after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid  might by law or upon  bankruptcy  or  insolvency,  or
otherwise,  be given any priority whatsoever over its general creditors;  or (e)
sell,  assign,  pledge or otherwise  transfer  any  accounts,  contract  rights,
general  intangibles,  chattel paper or instruments,  with or without  recourse;
provided that,  other than in any way relating to Servicing  Rights or Servicing
Contracts,  the Borrower and any  Subsidiary of the Borrower may create or incur
or suffer to be created or incurred or to exist:

                        (i) liens on properties to secure taxes, assessments and
            other government  charges or claims for labor,  material or supplies
            in respect of obligations  not overdue or which are being  contested
            in good faith by appropriate proceedings for which adequate reserves
            determined in accordance with GAAP have been  established (and as to
            which the  property  subject to any such lien is not yet  subject of
            foreclosure, sale, collection, levy or loss on account thereof);



                                      -30-
<PAGE>



                        (ii) deposits or pledges made in connection  with, or to
            secure payment of, workmen's  compensation,  unemployment insurance,
            old age pensions or other social security obligations;

                        (iii) liens on  properties  in respect of  judgments  or
            awards,  the  Indebtedness  with  respect to which is  permitted  by
            Section 7.12(iv);

                        (iv)  presently  outstanding  liens  listed on  Schedule
            7.12.2 hereto;

                        (v) liens in favor of the Agent  and the  Lenders  under
            the Loan Documents;

                        (vi) liens securing  Indebtedness to Fannie Mae, Freddie
            Mac, the GNMA the FHA or other parties with whom the Borrower or its
            Subsidiaries  originate,   sell,  repurchase  or  otherwise  service
            Mortgage   Loans   provided  such  liens  relate  to  the  foregoing
            transactions, but only to the extent directly relating to or arising
            out of such  origination,  sale,  repurchase,  or  servicing  in the
            ordinary course of business;

                        (vii)  liens  securing   Indebtedness  secured  by  real
            property acquired upon foreclosure of Mortgages, which either (x) is
            so  securing  at the time of such  acquisition,  or (y) is  directly
            related  to such real  property,  not in  excess of the fair  market
            value  thereof,  and  reasonably  expected  by the  Borrower  or the
            subject   Subsidiary  to  be  recovered   from  the  sale  or  other
            disposition of the subject real property;

                        (viii) [intentionally omitted];

                        (ix)  liens   arising   from  good  faith   deposits  in
            connection with or to secure  performance of tenders,  bids, leases,
            government  contracts,  performance  and  return-of-money  bonds and
            other  similar  obligations  incurred  in  the  ordinary  course  of
            business  (other  than  obligations  in  respect  of the  payment of
            borrowed money);

                        (x) liens arising from good faith deposits in connection
            with or to secure  performance of statutory  obligations  and surety
            and appeal bonds;

                        (xi) easements,  rights-of-way,  restrictions (including
            zoning   restrictions),   matters   of  plat,   minor   defects   or
            irregularities  in title and other similar  charges or  encumbrances
            not, in any material  respect,  impairing the use of the  encumbered
            property for its intended purposes;



                                      -31-
<PAGE>



                        (xii) liens securing Indebtedness  permitted pursuant to
            Section  7.12.1(xi),  provided  such lien does not extend beyond the
            equipment  which is the subject of the  Indebtedness;

                        (xiii)  liens  securing  Indebtedness   permitted  under
            Section 7.12.1(xii);

                        (xiv) as to PWF and the PWF Subsidiaries, liens securing
            Indebtedness  permitted  according to the terms of the PWF Covenants
            (but  without  duplication  of  any  of  the  foregoing   applicable
            exceptions in clause (i) through (xii));

                        (xv)  liens   securing   credit   enhancement   products
            supporting  multi-family housing project bonds or other financing of
            multi-family  housing  projects in the  ordinary  course of business
            which indebtedness is permitted pursuant to Section 7.12.1(xiv)(A);

                        (xvi)  liens in favor of GNMA in  connection  with  GNMA
            Mortgage Loans,  provided such liens relate to the subject  Mortgage
            Loan.

      Notwithstanding  the  foregoing,  except  in  favor of the  Agent  and the
Lenders to secure the  Obligations,  and  except  for  restrictions  customarily
provided in the sale of participations of GNMA or FHA issued Mortgage Loans, the
Borrower  will not  create or incur or suffer to be created  or  incurred  or to
exist any lien,  encumbrance,  mortgage,  pledge,  charge,  restriction or other
security  interest  of any kind  upon,  or agree to a  negative  pledge  of, its
ownership  interest in the capital stock of PWF from time to time held by it, or
any of the  Servicing  rights,  which at all times must be and  remain  free and
clear of any security interest or negative pledge.

      7.13  Limits on  Distributions.  So long as no Default or Event of Default
has occurred and is continuing (unless waived by Agent and the Requisite Lenders
as set  forth  in  Section  10.4.1)  the  Borrower  may  make  any  payments  or
distributions  to the  Guarantor and  Affiliates  of the  Guarantor  ("Permitted
Distributions").

      7.14  Restrictions on Investments.  Borrower will not, and will not permit
any of its Subsidiaries to make or permit to exist or to remain  outstanding any
Investment except Investments which are in:

                        (i) Cash Equivalents (provided,  however, the Fannie Mae
            Reserve Account may be invested for a period that exceeds 364 days);

                        (ii) property acquired in the normal and ordinary course
            of such Person's business,  which may include any business permitted
            under this Agreement; and



                                      -32-
<PAGE>



                        (iii)  Investments in Subsidiaries,  provided that if an
            Event of Default has occurred and is continuing,  Borrower will not,
            and  will  not  permit  any of its  Subsidiaries  to  make  any  new
            Investments in subsidiaries;

                        (iv) Investments held by the Guarantor,  the Borrower or
            any of its Subsidiaries  (including PWF and the PWF Subsidiaries) as
            of the date of this Agreement and listed on Schedule 7.14; and

                        (v)  Indebtedness  permitted  under Section  7.12.1 (xv)
            above.

      7.15 Indemnification  Against Payment of Brokers' Fees. Borrower agrees to
defend,  indemnify  and hold  harmless  Agent and each of the  Lenders  from and
against  any and all  liabilities,  damages,  penalties,  costs,  and  expenses,
relating  in any  manner to any  brokerage  or  finder's  fees in respect of the
Facility  (except as resulting from any arrangements or agreements made with any
broker or finder by the Agent or any Lender).

      7.16  Merger,   Consolidation;   Control  of  PWF;  Ownership   Interests;
Identification  Numbers .

            7.16.1  The  Borrower  will  not,  and  will not  permit  any of its
Subsidiaries to, become a party to any merger or  consolidation,  or agree to or
effect any asset  acquisition or disposition or stock acquisition or disposition
(other than the  acquisition or disposition of assets in the ordinary  course of
business   consistent  with  past   practices,   including  the  acquisition  or
disposition of Mortgage Loans and property acquired on foreclosure of Mortgages)
except (i) the merger or consolidation of one or more of the Subsidiaries of the
Borrower with and into the Borrower,  or (ii) the merger or consolidation of two
or more Subsidiaries of the Borrower.

            7.16.2 The Borrower  will at all  times  hold,  beneficially  and of
record, at least eighty percent (80%) of the equity ownership and voting control
of PWF, on a fully diluted  basis,  assuming the  conversion of all  convertible
securities,  the  granting of all  authorized  options and stock  awards and the
exercise of all options,  warrants,  subscription rights,  preemptive rights and
other similar rights.

            7.16.3  The  Borrower  will  not,  and  will not  permit  any of its
Subsidiaries  to,  issue  any  additional  ownership  interests,  or  rights  or
instruments  convertible into such ownership interests,  and will not consent to
any transfers thereof, except for (i) Permitted Transfers, (ii) the transactions
described in Schedule 6.7.2, and (iii) the one (1) time reissuance by PWF of the
Reisert  Shares  to  employees  of PWF  pursuant  to  such  Person's  employment
agreement with PWF.

            7.16.4  The  Borrower  will  not,  and  will not  permit  any of its
Subsidiaries  to, change their  respective  taxpayer  identification  numbers or
state organizational numbers



                                      -33-
<PAGE>



unless such Person shall have  provided the Agent with not less than  forty-five
days prior written notice.

      7.17  Subsidiaries.  The Borrower and PWF may acquire,  form, or otherwise
invest in any  Subsidiary  subject  to the  provisions  hereof.  PWF shall  only
acquire, form, or otherwise invest in a Subsidiary which engages in the mortgage
banking  business  primarily   involving   multi-family   mortgages,   including
purchasing,  servicing and originating. The Borrower shall not acquire, form, or
otherwise invest in a Subsidiary (other than PWF and the PWF Subsidiaries) which
engages in Fannie Mae or Freddie Mac Mortgage Loan  purchasing,  origination  or
servicing.  Any Subsidiary created by PWF shall constitute a "PWF Subsidiary" as
referred to herein. The Borrower  acknowledges that upon the creation of any new
Subsidiary  permitted  hereby  other  than an  Unrestricted  Subsidiary,  at the
Agent's option,  (x) the parent of such Subsidiary  shall execute and deliver to
the Agent a pledge  and  security  agreement  (substantially  in the form of the
Pledge and Security Agreements),  in all of the capital stock and assets of such
Subsidiary in order to secure the  Obligations,  and (y) such  Subsidiary  joins
this  Agreement  as  a  Borrower   hereunder  or  becomes  a  Guarantor  of  the
Obligations.

      7.18  Loans  and  Advances.  Except  as  permitted  in  Section  7.14  and
7.12.1(xiii),  the Borrower will not and will not permit any of its Subsidiaries
to,  make any  loans or  advances  to any  Person  other  than  advances  to the
Borrower's or its Subsidiaries' employees in the ordinary course of business for
reasonable  expenses  to be incurred  by such  employees  for the benefit of the
Borrower or such Subsidiaries.  Notwithstanding  the foregoing,  PWF and the PWF
Subsidiaries may purchase and originate Mortgage Loans in the ordinary course of
business.

      7.19  Fiscal  Year.  The fiscal  year of the  Borrower  presently  ends on
December  31 of each  year,  and  the  fiscal  year  of PWF and  each of the PWF
Subsidiaries  ends  on  September  30 of  each  year.  If  the  Borrower  or its
Subsidiaries  shall  change their  fiscal year end,  such Person shall  promptly
furnish the Agent with written notice thereof.

      7.20  Deposit of Proceeds;  Disbursement  of Loans;  Other Bank  Accounts.
Borrower shall  establish (i) a demand  (checking)  account with Agent and Agent
may disburse  proceeds of Loans at Agent's  election by crediting or making wire
transfers to such account, and (ii) a repayment account.

      Agent is hereby  authorized,  on or after the due date thereof,  to charge
such  repayment  account,  in an amount not to exceed amounts on deposit in such
account,  with the amount of all principal and interest  payments due under this
Agreement,  the Notes or the other Loan  Documents,  and upon the occurrence and
during the continuation of an Event of Default,  the Agent or any of the Lenders
is hereby  authorized on or after the due date, to charge such repayment account
or any other  deposit  account of Borrower at Agent or any of the Lenders,  with
the amount of all unpaid  fees,  costs and  expenses  to which the Agent and the
Lenders are entitled under this Agreement.



                                      -34-
<PAGE>



            7.21 Place for Records; Inspection.

                        7.21.1  Borrower shall  maintain,  and cause each of PWF
            and the PWF  Subsidiaries to maintain all of their business  records
            at the address  specified at the  beginning of this  Agreement  with
            respect  to the  Borrower  and  with  respect  to PWF  and  the  PWF
            Subsidiaries,  those  addresses set forth on Schedule 7.21.1 hereto.
            Upon  reasonable  notice  and  at  reasonable  times  during  normal
            business  hours Agent and each Lender shall have the right  (through
            such agents or  consultants as Agent or any Lender may designate) to
            examine  the  foregoing  Persons'  property  and make  copies of and
            abstracts  from such Persons' books of account,  correspondence  and
            other  records and to discuss its  financial  and other affairs with
            any of its senior officers and any  accountants  hired by any of the
            foregoing  Persons,  it being  agreed that the Agent and each Lender
            shall not divulge  information  obtained  from such  examination  to
            others  except  in  connection  with  Legal   Requirements   and  in
            connection with administering the Loans,  enforcing their rights and
            remedies under the Loan Documents and in the conduct,  operation and
            regulation of their banking and lending business (which may include,
            without  limitation,  the transfer of the Loans or of  participation
            interests  therein).  Any transferee of the Loans or any holder of a
            participation  interest  in the Loans shall be entitled to deal with
            such  information  in the same  manner  and in  connection  with any
            subsequent  transfer  of its  interest  in the  Loans or of  further
            participation interests therein.

                        7.21.2 Without  limiting the rights of the Agent and the
            Lenders under Section  7.21.1,  the Borrower shall permit the Agent,
            at the Borrower's expense, to undertake  appraisals of the Servicing
            Rights by an Approved Servicing Rights Appraiser; provided, however,
            that,  so long as no Default or Event of Default has occurred and is
            continuing,  not more than two such  appraisals  in any twelve month
            period  shall  be  at  Borrower's   expense  (any   additional  such
            appraisals  being at the Agent's and/or the Lenders'  expense);  and
            provided further,  however, if the Borrower shall request an updated
            appraisal of the  Servicing  Rights for the purposes of  determining
            the Resized  Facility Amount or in connection with any Loan request,
            such appraisal shall be at the Borrower's sole cost and expense.

      7.22  Costs and  Expenses.  Whether or not the  transactions  contemplated
hereby shall be consummated,  Borrower agrees to pay promptly, but no later than
ten  (10)  days  of the  Agent's  demand:  (a)  all the  actual  and  reasonable
out-of-pocket  costs and expenses of  preparation  of the Loan Documents and any
consents,   amendments,   waivers,  or  other  modifications  thereto;  (b)  the
reasonable  fees,  expenses,  and  disbursements  of  counsel  to the  Agent  in
connection with the negotiation,  preparation,  execution, and administration of
the Loan Documents and any consents, amendments, waivers, or other modifications
thereto and any other documents or matters requested by Borrower;  (c) all other
actual and reasonable  out-of-pocket costs and expenses incurred by the Agent in
connection  with the  establishment  of the  Facility,  the  syndication  of the
Commitments  and  the  negotiation,  preparation,  and  execution  of  the  Loan
Documents and any consents, amendments,  waivers, or other modifications thereto
and the transactions  contemplated



                                      -35-
<PAGE>



thereby;  and (d) all reasonable  out-of-pocket  expenses (including  reasonable
attorneys' fees and costs,  which attorneys may be employees of the Agent or any
Lender  and the fees and costs of  appraisers,  brokers,  investment  bankers or
other experts  retained by the Agent or any Lender) incurred by the Agent or any
Lender in connection with (i) the enforcement of or preservation of rights under
any of the Loan  Documents  against the  Borrower,  the  Guarantor  or any other
Person, or the administration  thereof, (ii) any refinancing or restructuring of
the  credit  arrangements  provided  under  this  Agreement  in the  nature of a
"work-out" or pursuant to any  insolvency or bankruptcy  proceedings,  and (iii)
any litigation, proceeding or dispute whether arising hereunder or otherwise, in
any way related to the Agent's or any Lender's  relationship  with the Borrower,
except to the extent arising out of the Agent's or any Lender's bad faith, gross
negligence, willful misconduct or material breach of this Agreement or any other
Loan Document, as finally determined by a court of competent  jurisdiction.  The
covenants of this Section shall survive  payment or  satisfaction  of payment of
amounts owing with respect to the Notes.  The amount of all such expenses shall,
until  paid,  bear  interest  at the  rate  applicable  to  principal  hereunder
(including the Default Rate) and be an Obligation secured by any Collateral.

      7.23  Indemnification.  The Borrower shall indemnify and hold harmless the
Agent and the Lenders and all those  claiming by, through or under the Agent and
each of the Lenders  ("Indemnified  Party") from and against any and all claims,
actions and suits whether groundless or otherwise,  and from and against any and
all  liabilities,  losses,  damages and expenses of every  nature and  character
arising  out  of  this  Agreement  or any of the  other  Loan  Documents  or the
transactions  contemplated hereby ("Damages") including,  without limitation (a)
any actual or proposed  use by the  Borrower or any of its  Subsidiaries  of the
proceeds  of any of the  Loans,  (b)  the  Borrower  or any of its  Subsidiaries
entering into or performing  this Agreement or any of the other Loan  Documents,
or (c) with respect to the Borrower and its  Subsidiaries  and their  respective
properties  and assets,  the  violation of any Legal  Requirement,  in each case
including,  without limitation, the reasonable fees and disbursements of counsel
and allocated  costs of internal  counsel  incurred in connection  with any such
investigation,  litigation  or  other  proceeding;  provided,  however,  that no
Indemnified Party shall be entitled to  indemnification  if a court of competent
jurisdiction  finally  determines  (all appeals having been exhausted or waived)
that such Indemnified Party acted in bad faith, with willful  misconduct,  gross
negligence,  or material breach of this Agreement or any other Loan Document. No
Indemnified Party shall be entitled to settle or enter into any accommodation in
respect of any such claim,  action or suit without the prior written  consent of
the  Borrower  (and that any  Indemnified  Party so  settling  or  accommodating
without  the  Borrower's  consent  shall  not  be  entitled  to  indemnification
therefor),  provided,  however,  if the  Borrower  shall  refuse to provide  its
written consent to a requested settlement, the Borrower shall, as collateral for
potential  payment of the full amount of the claimed  Damages,  provide either a
letter of  credit in favor of the  Indemnified  Party,  on terms and  conditions
satisfactory to the Agent, in its sole discretion, or, as cash collateral,  cash
or Cash  Equivalents,  any of which  shall be in the full  amount of the claimed
Damages,  together with all anticipated costs and expenses (including reasonable
attorneys' fees and expenses)  anticipated by the Agent, in its sole



                                      -36-
<PAGE>



discretion, to accrue in connection with the defense and possible payment of the
claimed Damages. If the Borrower fails to provide such required  collateral,  or
fails to respond to a request  for a consent to a  settlement,  within  five (5)
Business Days of when first requested by the Agent, the Indemnified  Party shall
be entitled to settle the claim as it proposed, and the Borrower shall be liable
for the full amount thereof together with all related Damages. In litigation, or
the preparation therefor,  the Lenders and the Agent shall be entitled to select
their own counsel  and, in addition to the  foregoing  indemnity,  the  Borrower
agrees to pay promptly the reasonable fees and expenses of such counsel. If, and
to the extent that the  obligations  of the Borrower under this Section 7.23 are
unenforceable  for any reason,  the Borrower  hereby  agrees to make the maximum
contribution  to the  payment  in  satisfaction  of such  obligations  which  is
permissible  under  applicable  law. The  provisions  of this Section 7.23 shall
survive the repayment of the Loans and the termination of the obligations of the
Lenders hereunder.

      7.24 Financial Covenants.

            7.24.1 Borrower Financial Covenants.

                        (i)  Loan-to-Value.  The  Borrower  shall not permit the
            ratio  ("Loan  to  Value  Ratio")   obtained  by  dividing  (i)  the
            outstanding  principal  balance  of the  Loans by (ii) the  Eligible
            Servicing  Portfolio Value, to be greater than eighty percent (80%),
            tested as of June and December of each year;  or, from and after the
            Termination  Date, to be greater than  seventy-five  percent  (75%),
            tested as of June and December of each year.

                        (ii) Adjusted Tangible Net Worth. The Borrower shall not
            permit   its   Adjusted   Tangible   Net   Worth  to  be  less  than
            $15,000,000.00,  excluding any value  otherwise  attributable to its
            investment  or ownership  interest in PWF as of the last day of each
            of the Borrower's fiscal quarters.

            7.24.2  PWF  Covenants.  The  Borrower  shall  cause PWF and the PWF
Subsidiaries  to comply with the covenants  set forth on Schedule  7.24.2 hereto
(the "PWF Covenants").

      7.25 Replacement Documentation. Upon receipt of an affidavit of an officer
of Agent as to the loss,  theft,  destruction  or mutilation  of any Note,  this
Agreement,  any Loan  Document or any other  security  document  which is not of
public record, and customary (unsecured,  unbonded)  indemnification  reasonably
satisfactory to Borrower,  Borrower will issue,  in lieu thereof,  a replacement
Note, Agreement,  Loan Document or other security document in the same principal
amount thereof and otherwise of like tenor.

      7.26 Additional Facilities Co-Terminous and Cross Defaulted.  The Borrower
acknowledges and agrees that:



                                      -37-
<PAGE>

            7.26.1  The  occurrence  of an event of default  under the  Mortgage
Warehousing Facility shall constitute an Event of Default hereunder, and

            7.26.2 If the Mortgage  Warehousing  Facility  expires by its terms,
and Fleet National Bank (on its own or with other  Lenders)  renews the Mortgage
Warehousing  Facility on  substantially  the same terms and conditions,  subject
however to any adjustments to the interest rate, fees or advance rates and other
market-driven  provisions  based on then market  conditions,  but the  borrowers
thereunder  (PWF,  Larson  Financial  Resources,  Inc. and Cambridge  Healthcare
Funding  Inc.) fail to accept  such  renewal  of such  offered  terms,  then the
Lenders' obligation to make Loans hereunder shall terminate, and the outstanding
principal  balance of the Loans and all  accrued and unpaid  interest  and other
amounts  due  hereunder  shall  become  immediately  due and  payable  upon such
expiration.

8. EVENTS OF DEFAULT.  The following  provisions  deal with  Default,  Events of
Default,  notice,  grace and cure periods,  and certain  rights of Agent and the
Lenders following an Event of Default.

      8.1 Default and Events of Default. The term "Default" as used herein or in
any of the other Loan Documents  shall mean an Event of Default,  or any fact or
circumstance which constitutes,  or upon the lapse of time, or giving of notice,
or both, would  constitute,  an Event of Default.  Each of the following events,
unless cured within any  applicable  grace period set forth or referred to below
in this Section 8.1 shall constitute an "Event of Default".

            8.1.1  Failure to Pay. The Borrower  shall fail to pay any principal
and interest of the Loans or any other Obligation when the same shall become due
and payable,  whether at the stated date of maturity or any accelerated  date of
maturity or at any other date fixed for payment;

            8.1.2 Failure to Perform (Grace).The Borrower shall fail

                        (i) to comply  with the  covenants  set forth in Section
            7.22 or 7.23  within  ten (10)  days  from  the date of the  Agent's
            written notice to the Borrower  informing Borrower of the Borrower's
            failure to have so complied with said covenant; and

                        (ii) to comply with the  covenants set forth in Sections
            7.3, 7.6(b), 7.7, 7.8, 7.9, 7.11.1,  7.21.1, 7.21.2, and 7.25 within
            fifteen (15) days from the date of the Agent's written notice to the
            Borrower  informing  Borrower of the  Borrower's  failure to have so
            complied with said covenants; and



                                      -38-
<PAGE>



                        (iii) to  comply  with the  provisions  of  clauses  (a)
            through (e) inclusive of Section 7.12.2 with respect to any lien not
            resulting from a voluntary  action by Borrower  within five (5) days
            from  the  date  of the  Agent's  written  notice  to  the  Borrower
            informing  Agent of the Borrower's  failure to have so complied with
            said covenant;

provided,  however,  that the foregoing notice grace periods shall only apply in
respect of the first instance of non-compliance with each respective covenant in
any twelve-month period.

            8.1.3 Failure to Perform. The Borrower shall fail to comply with any
of its other covenants contained herein or any of the covenants contained in any
other Loan Documents and which are not referenced in Section 8.1.2 above;

            8.1.4 Breach of  Representation or Warranty.  Any  representation or
warranty of the Borrower or any of its  Subsidiaries in this Agreement or any of
the other Loan Documents shall have been false in any material  respect upon the
date when made or deemed to have been made or repeated;

            8.1.5 Failure to Pay other Indebtedness.  The Borrower or any of its
Subsidiaries  shall fail to pay at maturity,  or within any applicable period of
grace,  any  obligation  in  excess of  $250,000  for  borrowed  money or credit
received or in respect of any capitalized  leases, or fail to observe or perform
any term, covenant or agreement contained in any agreement by which it is bound,
evidencing or securing  borrowed  money or credit  received or in respect of any
capitalized  leases in excess of  $250,000  provided  that the holder or holders
thereof or of any obligations issued thereunder accelerate the maturity thereof;

            8.1.6 Insolvency. The Borrower or any of its Subsidiaries shall make
an assignment for the benefit of creditors, or admit in writing its inability to
pay or  generally  fail to pay its debts as they  mature or become due, or shall
petition  or  apply  for  the  appointment  of a  trustee  or  other  custodian,
liquidator  or receiver of the  Borrower  or any of its  Subsidiaries  or of any
substantial  part of the assets of the  Borrower or any of its  Subsidiaries  or
shall commence any case or other  proceeding  relating to the Borrower or any of
its Subsidiaries under any bankruptcy, reorganization,  arrangement, insolvency,
readjustment  of  debt,  dissolution  or  liquidation  or  similar  law  of  any
jurisdiction,  now or hereafter in effect, or shall take any action to authorize
or in  furtherance  of  any  of  the  foregoing,  or if  any  such  petition  or
application  shall  be  filed or any  such  case or  other  proceeding  shall be
commenced  against the Borrower or any of its  Subsidiaries  and the Borrower or
any of its Subsidiaries shall indicate its approval thereof,  consent thereto or
acquiescence therein;



                                      -39-
<PAGE>


            8.1.7  Involuntary  Proceedings.  The  filing  of any  case or other
proceeding against the Borrower or any of the Subsidiaries under any bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation or similar law of any  jurisdiction,  now or hereafter in effect and
such case or proceeding is not discharged or dismissed  within  forty-five  (45)
days of its  commencement;  a decree  or order is  entered  appointing  any such
trustee,  custodian,  liquidator or receiver or adjudicating the Borrower or any
of its Subsidiaries  bankrupt or insolvent,  or approving a petition in any such
case or other proceeding,  or a decree or order for relief is entered in respect
of the Borrower or any Subsidiary of the Borrower,  in an involuntary case under
federal bankruptcy laws as now or hereafter constituted;

            8.1.8  Judgments.   There  shall  remain  in  force,   undischarged,
unsatisfied and unstayed,  for more than  forty-five  (45) days,  whether or not
consecutive,  any uninsured  final  judgment  against the Borrower or any of its
Subsidiaries   that,  with  other   outstanding   uninsured   final   judgments,
undischarged,  against the  Borrower or any of its  Subsidiaries  exceeds in the
aggregate $500,000;

            8.1.9  Cancellation of Loan Documents.  If any of the Loan Documents
shall be canceled,  terminated,  revoked or rescinded or any action at law, suit
or in equity or other legal  proceeding to cancel,  revoke or rescind any of the
Loan Documents  shall be commenced by or on behalf of the Borrower or any of its
Subsidiaries,  or any court or any other governmental or regulatory authority or
agency of competent  jurisdiction  shall make a  determination  that, or issue a
judgment,  order,  decree or ruling to the effect  that,  any one or more of the
Loan Documents is illegal, invalid or unenforceable in accordance with the terms
thereof;

            8.1.10 ERISA.  With respect to any ERISA Plan,  an ERISA  Reportable
Event shall have  occurred  and (i) a trustee  shall have been  appointed by the
United States  District  Court to  administer  such Plan; or (ii) the PBGC shall
have  instituted  proceedings to terminate such  Guaranteed  Pension Plan (which
termination  proceedings could result in liability of the Borrower or any of its
Subsidiaries to the PBGC in excess of $250,000;

            8.1.11 Indictment.  The Borrower or any of its Subsidiaries shall be
indicted  for a  federal  crime,  a  punishment  for  which  could  include  the
forfeiture of any assets of the Borrower or such Subsidiaries;

            8.1.12 Material Adverse Change. There shall have occurred any change
in or to the assets, liabilities,  financial condition,  business operations, or
prospects of the Borrower and its Subsidiaries,  taken as a whole,  which change
materially  adversely affects the Borrower's  ability to perform its obligations
under this Agreement or the other Loan Documents;



                                      -40-
<PAGE>



            8.1.13 Regarding  Guarantor.  The occurrence of any of the foregoing
Events of Default  (with the  benefit of any notice and  periods set forth above
for  comparable  provisions  set forth in Section  8.1.2 and  herein,  provided,
however,  the  foregoing  shall not be  deemed to  provide  the  Guarantor  with
additional notice and cure as provided for herein for the Borrower) with respect
to the Guarantor, as if the Guarantor were the "Borrower" described therein;

            8.1.14 Change in Control. Any change of the ownership of the capital
stock of the Borrower from that existing on the date hereof;

            8.1.15 Mortgage Warehousing Facility.  The occurrence of an event of
default under the Mortgage Warehousing Facility; or

            8.1.16 PWF Covenants.  Any of the PWF Covenants (after expiration of
notice  and  cure  periods  applicable  to PWF  covenants  comparable  to  those
identified in Section 8.1.2) shall be breached.

      8.2  Certain  Remedies  - If an  Event  of  Default  shall  occur  and  be
continuing:

            8.2.1  Withhold  Loan.  The Lenders shall not have any obligation to
make any further  Loans  hereunder  (and for the purpose of  withholding a Loan,
Lenders  may treat as an Event of Default an event  which has  occurred  without
regard to notice or grace periods, if any, but if there is in fact a cure within
an applicable  grace period,  Lenders shall not thereafter  withhold the Loan on
account thereof);

            8.2.2  Accelerate  Debt.  Agent may,  and with the  direction of the
Requisite  Lenders shall,  declare the Obligations  evidenced by the Notes, this
Agreement  and the other Loan  Documents  and secured by the Security  Documents
immediately  due and payable  (provided that in the case of the occurrence of an
event  set  forth  in  Section  8.1.6  and  8.1.7,  such  acceleration  shall be
automatic); and

            8.2.3  Pursue  Remedies.  Agent  may  pursue  any and  all  remedies
provided for hereunder, or under any one or more of the other Loan Documents.



                                      -41-
<PAGE>



            8.2.4 Power of Attorney.  For the purpose of  exercising  the rights
granted by this  Section 8, as well as any and all other  rights and remedies of
Agent, Borrower hereby irrevocably  constitutes and appoints Agent (or any agent
designated by the Agent) its true and lawful  attorney-in-fact,  with full power
of  substitution,  exercisable  upon and  following  any  Event of  Default,  to
execute,  acknowledge and deliver any instruments and to do and perform any acts
in the name and on behalf of Borrower.

      8.3 Written Waivers.  If a Default or an Event of Default is waived by the
Requisite  Lenders,  in their sole  discretion,  pursuant to a specific  written
instrument  executed by an authorized  officer of Agent, the Default or Event of
Default so waived shall be deemed to have never occurred.


9. SECURITY INTEREST AND SET-OFF.

      9.1 Security Interest. Borrower hereby grants to the Agent and each of the
Lenders,  a lien,  security  interest  and right of setoff as  security  for all
liabilities  and  obligations  to Agent  and each of the  Lenders,  whether  now
existing  or  hereafter  arising,  upon  and  against  all  deposits,   credits,
collateral  and property of the  Borrower,  now or hereafter in the  possession,
custody,  safekeeping  or control  of Agent or any of the  Lenders or any entity
under the control of FleetBoston  Financial  Corporation  and its successors and
assigns or in transit to any of them.

      9.2 Set-Off.  If an Event of Default  occurs and is  continuing,  any such
deposits,  balances  or other sums  credited  by or due from Agent or any of the
Lenders,  or from any Affiliate of Agent or any of the Lenders, to Borrower may,
to the fullest extent not prohibited by applicable law, at any time or from time
to time,  without regard to the existence,  sufficiency or adequacy of any other
collateral,  and without notice or compliance with any other condition precedent
now or hereafter imposed by statute, rule of law or otherwise,  all of which are
hereby waived,  be set off,  appropriated and applied by Agent or such Lender or
Affiliate against any or all of Borrower's  Obligations  irrespective of whether
demand shall have been made and although such  obligations may be unmatured,  in
such  manner  as Agent or such  Lender  or  Affiliate  in its sole and  absolute
discretion may  determine.  Within five (5) Business Days of making any such set
off,  appropriation  or application,  Agent agrees to notify  Borrower  thereof,
provided  the failure to give such notice  shall not affect the validity of such
set off or appropriation or application.  ANY AND ALL RIGHTS TO REQUIRE AGENT TO
EXERCISE  ITS RIGHTS OR  REMEDIES  WITH  RESPECT TO ANY OTHER  COLLATERAL  WHICH
SECURES THE LOAN,  PRIOR TO EXERCISING  ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS,  CREDITS OR OTHER  PROPERTY  OF THE  BORROWER,  ARE HEREBY  KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY  WAIVED.  Each of the Lenders agrees with each other
Lender that (a) if an amount to be set off is to be applied to  indebtedness



                                      -42-
<PAGE>



of the Borrower to such Lender, other than the Obligations evidenced by the Note
held by such  Lender,  such  amount  shall  be  applied  ratably  to such  other
indebtedness  and to the  Obligations  evidenced  by all the  Note  held by such
Lender,  and (b) if such Lender  shall  receive  from the  Borrower,  whether by
voluntary payment, exercise of the right of setoff, counterclaim,  cross action,
enforcement  of  the  claim  evidenced  by the  Note  held  by  such  Lender  by
proceedings  against  the  Borrower  at law or in equity or by proof  thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise,  and shall  retain and apply to the  payment of the Note held by such
Lender any amount in excess of its ratable  portion of the payments  received by
all of the Lenders  with  respect to the Note held by all of the  Lenders,  such
Lender will make such disposition and  arrangements  with the other Lenders with
respect to such excess, either by way of distribution,  participation, pro tanto
assignment  of claims,  subrogation  or otherwise as shall result in each Lender
receiving  in  respect  of the  Note  held by it its  proportionate  payment  as
contemplated by this Agreement;  provided that if all or any part of such excess
payment  is  thereafter   recovered  from  such  Lender,  such  disposition  and
arrangements  shall be rescinded  and the amount  restored to the extent of such
recovery, but without interest.

      9.3 Right to Freeze. The Agent and each of the Lenders shall also have the
right,  at its option,  upon the occurrence of any event which would entitle the
Agent and each of the  Lenders to set off or debit as set forth in Section  9.2,
to freeze, block or segregate any such deposits, balances and other sums so that
Borrower may not access, control or draw upon the same.

      9.4  Additional  Rights.  The  rights  of  Agent,  the  Lenders,  and each
Affiliate of the Agent and the Lenders  under this Section 9 are in addition to,
and not in limitation of, other rights and remedies,  including  other rights of
set off, which Agent or any of the Lenders may have.

10. THE AGENT AND THE LENDERS

      10.1 Rights, Duties and Immunities of the Agent.

            10.1.1   Appointment  of  Agent.  Each  Lender  hereby   irrevocably
designates  and appoints  Fleet  National Bank as Agent of such Lender to act as
specified  herein and in the other Loan  Documents,  and each such Lender hereby
irrevocably authorizes the Agent to take such actions,  exercise such powers and
perform such duties as are expressly delegated to or conferred upon the Agent by
the terms of this Loan  Agreement  and the other Loan  Documents,  together with
such other powers as are reasonably  incidental thereto. The Agent agrees to act
as such



                                      -43-
<PAGE>



upon the express  conditions  contained  in this Article 10. The Agent shall not
have any duties or  responsibilities  except those expressly set forth herein or
in the other Loan Documents,  nor shall it have any fiduciary  relationship with
any Lender, and no implied covenants,  responsibilities,  duties, obligations or
liabilities  shall be read into this Loan  Agreement or otherwise  exist against
the Agent.  The  provisions of this Article 10 are solely for the benefit of the
Agent and the  Lenders,  and the  Borrower  shall not have any rights as a third
party beneficiary of any of the provisions hereof.

            10.1.2  Administration  of  Loans  by  Agent.  The  Agent  shall  be
responsible for  administering  the Loans on a day-to-day basis. In the exercise
of such  administrative  duties,  the  Agent  shall use the same  diligence  and
standard of care that is  customarily  used by the Agent with respect to similar
loans held by the Agent solely for its own account.

      Each Lender  delegates  to the Agent the full right and  authority  on its
behalf  to  take  the  following   specific   actions  in  connection  with  its
administration of the Loan:

            (i) to fund each Loan in accordance  with the provisions of the Loan
      Documents,  but only to the extent of immediately available funds provided
      to the Agent by the respective Lenders for such purpose;

            (ii) to receive all payments of principal,  interest, fees and other
      charges  paid by, or on behalf of, the  Borrower  and,  except for fees to
      which the Agent is entitled  pursuant to the Loan  Documents or otherwise,
      to  distribute  all such funds to the  respective  Lenders as provided for
      hereunder;

            (iii) to keep and maintain  complete and accurate  files and records
      of all material  matters  pertaining to the Loan,  and make such files and
      records  available  for  inspection  and  copying  by each  Lender and its
      respective   employees  and  agents  during  normal  business  hours  upon
      reasonable prior notice to the Agent; and

            (iv) to do or omit doing all such other actions as may be reasonably
      necessary or incident to the implementation,  administration and servicing
      of the Loan and the rights and duties delegated hereinabove.



                                      -44-
<PAGE>



            10.1.3 Delegation of Duties. The Agent may execute any of its duties
under this Loan Agreement or any other Loan Document by or through its agents or
attorneys-in-fact, and shall be entitled to the advice of counsel concerning all
matters  pertaining  to its  rights  and  duties  hereunder  or  under  the Loan
Documents.  The Agent shall not be responsible  for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.

            10.1.4  Exculpatory  Provisions.  Neither  the  Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
liable for any action  lawfully taken or omitted to be taken by it or them under
or in connection  with this Loan Agreement or the other Loan  Documents,  except
for its or their gross negligence or willful  misconduct.  Neither the Agent nor
any  of  its  officers,  directors,  employees,  agents,   attorneys-in-fact  or
affiliates shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any recital,  statement,  representation  or warranty  made by the
Borrower or any of its officers or agents  contained  in this Loan  Agreement or
the other Loan Documents or in any  certificate  or other document  delivered in
connection therewith; (ii) the performance or observance of any of the covenants
or agreements  contained in, or the  conditions  of, this Loan  Agreement or the
other Loan  Documents;  (iii) the state or  condition of any  properties  of the
Borrower  or  any  other  obligor  hereunder  constituting  Collateral  for  the
Obligations of the Borrower hereunder, or any information contained in the books
or records of the Borrower; (iv) the validity,  enforceability,  collectibility,
effectiveness  or  genuineness of this Loan Agreement or any other Loan Document
or any  other  certificate,  document  or  instrument  furnished  in  connection
therewith;  or (v) the validity,  priority or perfection of any lien securing or
purporting to secure the  Obligations  or the value or sufficiency of any of the
Collateral.

            10.1.5  Reliance by Agent.  The Agent shall be entitled to rely, and
shall be fully  protected  in relying,  upon any notice,  consent,  certificate,
affidavit, or other document or writing believed by it to be genuine and correct
and to have been signed, sent or made by the proper person or persons,  and upon
the advice and  statements of legal  counsel  (including,  without,  limitation,
counsel to the Borrower),  independent accountants and other experts selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action  under this Loan  Agreement  or any other Loan  Document  unless it shall
first receive such advice or  concurrence  of the Requisite  Lenders as it deems
appropriate or it shall first be indemnified to its  satisfaction by the Lenders
against any and all  liability and expense which may be incurred by it by reason
of the taking or failing to take any such  action.  The Agent shall in all cases
be fully  protected in acting,  or in  refraining  from acting,  under this Loan
Agreement and the other Loan Documents in accordance with any written request of
the Requisite Lenders,  and each such request of the Requisite Lenders,  and any
action taken or failure to act by the Agent pursuant  thereto,  shall be binding
upon all of the Lenders; provided, however, that the Agent shall not be required
in any



                                      -45-
<PAGE>



event to act, or to refrain from acting,  in any manner which is contrary to the
Loan Documents or to applicable law.

            10.1.6  Notice of  Default.  The  Agent  shall not be deemed to have
knowledge or notice of the  occurrence of any Default or Event of Default unless
the Agent has actual  knowledge of the same or has received notice from a Lender
or the Borrower  referring to this Loan  Agreement,  describing  such Default or
Event of Default and stating that such notice is a "notice of  default".  In the
event that the Agent  obtains such actual  knowledge or receives  such a notice,
the Agent shall give prompt  notice  thereof to each of the  Lenders.  The Agent
shall take such action with respect to such Default or Event of Default as shall
be  reasonably  directed by the  Requisite  Lenders.  Unless and until the Agent
shall have  received such  direction,  the Agent may (but shall not be obligated
to) take such action,  or refrain  from taking such action,  with respect to any
such Default or Event of Default as it shall deem advisable in the best interest
of the Lenders.

            10.1.7 Lenders' Credit Decisions.  Each Lender  acknowledges that it
has,  independently and without reliance upon the Agent or any other Lender, and
based on the  financial  statements  prepared  by the  Borrower  and such  other
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis and investigation into the business, assets, operations,  property, and
financial  and other  condition of the Borrower and has made its own decision to
enter into this Loan  Agreement and the other Loan  Documents.  Each Lender also
acknowledges that it will,  independently and without reliance upon the Agent or
any other Lender,  and based on such documents and  information as it shall deem
appropriate  at  the  time,  continue  to  make  its  own  credit  decisions  in
determining  whether or not  conditions  precedent to closing any Loan hereunder
have been  satisfied  and in taking or not  taking  any  action  under this Loan
Agreement and the other Loan Documents.

            10.1.8 Agent's Reimbursement and Indemnification.  The Lenders agree
to reimburse and indemnify the Agent,  ratably in proportion to their respective
Commitments,  for (i) any amounts not  reimbursed  by the Borrower for which the
Agent is entitled to  reimbursement by the Borrower under this Loan Agreement or
the other  Loan  Documents,  (ii) any other  expenses  incurred  by the Agent on
behalf of the Lenders in connection with the preparation,  execution,  delivery,
administration,  amendment, waiver and/or enforcement of this Loan Agreement and
the  other  Loan  Documents,  and (iii) any  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind and nature  whatsoever which may imposed on, incurred by or asserted
against the Agent in any way  relating to or arising out of this Loan  Agreement
or the other  Loan  Documents  or any other  document  delivered  in  connection
therewith or any transaction  contemplated thereby, or the enforcement of any of
the terms hereof or thereof,  provided that no Lender shall be liable for any of
the foregoing to the extent that they arise from the gross negligence or willful
misconduct of



                                      -46-
<PAGE>



the Agent. If any indemnity furnished to the Agent for any purpose shall, in the
opinion of the Agent, be insufficient or become impaired, the Agent may call for
additional  indemnity and cease, or not commence,  to do the action  indemnified
against until such additional indemnity is furnished.

            10.1.9  Agent  in  its  Individual  Capacity.  With  respect  to its
Commitment as a Lender,  and the Loans made by it and the Note issued to it, the
Agent shall have the same rights and powers  hereunder  and under any other Loan
Document  as any  Lender  and may  exercise  the same as  though it were not the
Agent,  and the term "Lender" or "Lenders" shall,  unless the context  otherwise
indicates,  include  the  Agent in its  individual  capacity.  The Agent and its
subsidiaries  and  affiliates  may  accept  deposits  from,  lend  money to, and
generally  engage  in any  kind of  commercial  or  investment  banking,  trust,
advisory or other  business with the Borrower or any  subsidiary or affiliate of
the Borrower as if it were not the Agent hereunder.

            10.1.10  Successor Agent. The Agent may resign at any time by giving
thirty  (30)  days'  prior  written  notice to the  Lenders  and  Borrower.  The
Requisite Lenders, for good cause, may remove Agent at any time by giving thirty
(30)  days'  prior  written  notice to the  Agent,  the  Borrower  and the other
Lenders.  Upon any such resignation or removal, the Requisite Lenders shall have
the right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Requisite  Lenders and accepted such appointment  within thirty
(30) days  after the  retiring  Agent's  giving  notice  of  resignation  or the
Requisite  Lenders'  giving  notice  of  removal,  as the case may be,  then the
retiring  Agent may  appoint,  on  behalf of the  Borrower  and the  Lenders,  a
successor  Agent.  Each such  successor  Agent shall be a financial  institution
which meets the requirements of an Eligible Assignee. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent,  such successor Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from its duties and  obligations  hereunder and under the other Loan  Documents.
After any retiring Agent's resignation hereunder, the provisions of this Article
10 shall  continue in effect for its benefit in respect of any actions  taken or
omitted to be taken by it while it was acting as the Agent hereunder.

            10.1.11  Duties  in the  Case of  Enforcement.  In case  one or more
Events of Default  have  occurred  and shall be  continuing,  and whether or not
acceleration  of the  Obligations  shall have occurred,  the Agent shall, at the
request, or may, upon the consent,  of the Requisite Lenders,  and provided that
the Lenders have given to the Agent such  additional  indemnities and assurances
against expenses and liabilities as the Agent may reasonably request, proceed to
enforce  the  provisions  of this Loan  Agreement  and the other Loan  Documents
respecting the foreclosure of mortgages, the sale or other disposition of all or
any part of the  Collateral  and the  exercise of any other  legal or  equitable
rights or remedies as it may have  hereunder or under any other Loan Document or
otherwise by virtue of applicable law, or to



                                      -47-
<PAGE>



refrain from so acting if  similarly  requested by the  Requisite  Lenders.  The
Agent shall be fully  protected in so acting or refraining  from acting upon the
instruction of the Requisite Lenders, and such instruction shall be binding upon
all the Lenders. The Requisite Lenders may direct the Agent in writing as to the
method and the extent of any such foreclosure,  sale or other disposition or the
exercise of any other right or remedy,  the Lenders hereby agreeing to indemnify
and hold the Agent harmless from all costs and  liabilities  incurred in respect
of all actions taken or omitted in accordance with such direction, provided that
the Agent need not comply with any such  direction  to the extent that the Agent
reasonably believes the Agent's compliance with such direction to be unlawful or
commercially unreasonable in any applicable jurisdiction.  The Agent may, in its
discretion  but  without  obligation,  in the  absence  of  direction  from  the
Requisite  Lenders,  take such  interim  actions  as it  believes  necessary  to
preserve  the  rights  of the  Lenders  hereunder  and in and to any  Collateral
securing the  Obligations,  including but not limited to petitioning a court for
injunctive relief,  appointment of a receiver or preservation of the proceeds of
any Collateral.  Each of the Lenders  acknowledges and agrees that no individual
Lender may  separately  enforce or exercise any of the  provisions of any of the
Loan Documents,  including without  limitation the Notes, other than through the
Agent.

      10.2 Respecting Loans and Payments.

            10.2.1 Procedures for Loans. Agent shall give written notice to each
Lender of each request for a Loan by facsimile  transmission,  hand  delivery or
overnight courier, not later than 11:00 a.m. (Boston time) two (2) Business Days
prior to any Loan or change of an  existing  Interest  Period  for any  existing
LIBOR Advance. Each such notice shall be accompanied by a written summary of the
request for a Loan and shall specify (a) the date of the requested Loan, (b) the
aggregate  amount of the requested Loan, (c) each Lender's pro rata share of the
requested Loan, and (d) the applicable Interest Period selected by Borrower with
respect to such Loan, or any portion thereof,  selected,  or deemed selected, by
Borrower.  Each Lender  shall,  before 11:00 a.m.  (Boston time) on the date set
forth in any such request for a Loan,  make available to Agent, at an account to
be designated by Agent at Fleet National Bank in Boston, Massachusetts,  in same
day funds,  each Lender's  ratable portion of the requested Loan.  After Agent's
receipt  of such  funds  and upon  Agent's  determination  that  the  applicable
conditions to making the requested  Loan have been  fulfilled,  Agent shall make
such funds available to Borrower as provided for in this Loan Agreement.  Within
a  reasonable  period of time  following  the making of each Loan,  Agent  shall
deliver to each Lender a copy of  Borrower's  request for Loan.  Promptly  after
receipt by Agent of written request from any Lender,  Agent shall deliver to the
requesting Lender the accompanying  certifications  and such other  instruments,
documents, certifications and approvals delivered by or on behalf of Borrower to
Agent in support of the requested Loan.



                                      -48-
<PAGE>



            10.2.2 Nature of  Obligations  of Lenders.  The  obligations  of the
Lenders  hereunder  are several and not joint.  Failure of any Lender to fulfill
its  obligations  hereunder  shall  not  result  in any  other  Lender  becoming
obligated to advance more than its Commitment  Percentage of the Loan, nor shall
such failure release or diminish the obligations of any other Lender to fund its
Commitment Percentage provided herein.

            10.2.3 Payments to Agent.  All payments of principal of and interest
on the Loans or the  Notes  shall be made to the  Agent by the  Borrower  or any
other  obligor  or  guarantor  for the  account of the  Lenders  in  immediately
available  funds as  provided  in the Notes and this Loan  Agreement.  Except as
otherwise expressly provided herein, the Agent agrees to use its reasonable best
efforts to promptly to distribute to each Lender,  on the same Business Day upon
which each such payment is made (if received prior to 2:00 p.m. on such Business
Day),  such  Lender's  proportionate  share of each such payment in  immediately
available  funds  excluding  Liquidation  Proceeds which shall be distributed in
accordance  with Section  10.2.4 below.  The Agent shall upon each  distribution
promptly  notify  Borrower of such  distribution  and each Lender of the amounts
distributed to it applicable to principal of, and interest on, the proportionate
share held by the applicable  Lender.  Each payment to the Agent under the first
sentence of this  Section  shall  constitute  a payment by the  Borrower to each
Lender in the amount of such Lender's  proportionate share of such payment,  and
any such  payment  to the Agent  shall  not be  considered  outstanding  for any
purpose  after the date of such  payment by the  Borrower  to the Agent  without
regard to  whether or when the Agent  makes  distribution  thereof  as  provided
above. If any payment received by the Agent from the Borrower is insufficient to
pay both all accrued  interest and all principal  then due and owing,  the Agent
shall first apply such payment to all  outstanding  interest  until paid in full
and shall then apply the remainder of such payment to all principal then due and
owing, and shall distribute the payment to each Lender accordingly.

            10.2.4  Distribution of Liquidation  Proceeds.  Subject to the terms
and conditions  hereof,  the Agent shall distribute all Liquidation  Proceeds in
the order and manner set forth below:

      First:      To the Agent,  towards any fees and any expenses for which the
                  Agent is entitled to reimbursement under this Agreement or the
                  other Loan Documents not theretofore paid to the Agent.

      Second:     To  all   applicable   Lenders   in   accordance   with  their
                  proportional  share  based  upon their  respective  Commitment
                  Percentages  until all Lenders  have been  reimbursed  for all
                  expenses which such Lenders have  previously paid to the Agent
                  and not theretofore paid to such Lenders.



                                      -49-
<PAGE>



      Third:      To all Lenders in  accordance  with their  proportional  share
                  based upon their respective  Commitment  Percentages until all
                  Lenders have been paid in full all  principal and interest due
                  to such Lenders under the Loan, with each Lender applying such
                  proceeds  for  purposes of this  Agreement  first  against the
                  outstanding  principal  balance due to such  Lender  under the
                  Loan and then to  accrued  and unpaid  interest  due under the
                  Loan.

      Fourth:     To Fleet  National  Bank any  costs  and  expenses  incurred
                  directly  by Fleet  National  Bank as a result of any breach
                  of any Interest Rate Protection Agreements.

      Fifth:      To  all   applicable   Lenders   in   accordance   with  their
                  proportional  share  based  upon their  respective  Commitment
                  Percentages until all Lenders have been paid in full all other
                  amounts due to such Lenders under the Loan including,  without
                  limitation,  any costs and expenses  incurred directly by such
                  Lenders to the extent such costs and expenses are reimbursable
                  to such Lenders by the Borrower under the Loan Documents.

      Sixth:      To the  Borrower  or such third  parties as may be entitled to
                  claim Liquidation Proceeds.

            10.2.5   Adjustments.   If,  after  Agent  has  paid  each  Lender's
proportionate  share of any  payment  received or applied by Agent in respect of
the Loan,  that payment is rescinded or must  otherwise be returned or paid over
by Agent,  whether  pursuant to any  bankruptcy  or insolvency  law,  sharing of
payments  clause of any loan  agreement  or  otherwise,  such Lender  shall,  at
Agent's  request,  promptly  return its  proportionate  share of such payment or
application  to Agent,  together  with the Lender's  proportionate  share of any
interest  or other  amount  required  to be paid by Agent  with  respect to such
payment or application.

            10.2.6 Setoff.  If any Lender  (including the Agent),  acting in its
individual  capacity,  shall  exercise  any  right of  setoff  against a deposit
balance or other  account of the Borrower  held by such Lender on account of the
obligations of the Borrower under this Loan  Agreement,  such Lender shall remit
to the Agent all such sums  received  pursuant to the  exercise



                                      -50-
<PAGE>



of such right of setoff, and the Agent shall apply all such sums for the benefit
of all of the  Lenders  hereunder  in  accordance  with the  terms of this  Loan
Agreement.

            10.2.7  Distribution  by  Agent.  If in the  opinion  of  the  Agent
distribution  of any amount  received by it in such capacity  hereunder or under
the Notes or under any of the other Loan Documents  might involve any liability,
it may refrain  from making  distribution  until its right to make  distribution
shall have been  adjudicated  by a court of competent  jurisdiction  or has been
resolved  by the  mutual  consent of all  Lenders.  In  addition,  the Agent may
request full and complete indemnity,  in form and substance  satisfactory to it,
prior to making  any such  distribution.  If a court of  competent  jurisdiction
shall  adjudge that any amount  received and  distributed  by the Agent is to be
repaid,  each  person to whom any such  distribution  shall have been made shall
either repay to the Agent its  proportionate  share of the amount so adjudged to
be repaid or shall pay over to the same in such  manner  and to such  persons as
shall be determined by such court.

            10.2.8 Delinquent Lender. If for any reason any Lender shall fail or
refuse to abide by its obligations under this Loan Agreement,  including without
limitation  its  obligation to make available to Agent its pro rata share of any
Loans,  expenses or setoff (a "Delinquent Lender") and such failure is not cured
within ten (10) days of receipt from the Agent of written notice thereof,  then,
in addition to the rights and remedies  that may be  available  to Agent,  other
Lenders,  the  Borrower  or any  other  party  at law or in  equity,  and not at
limitation  thereof,  (i) such  Delinquent  Lender's right to participate in the
administration  of, or  decision-making  rights related to, the Loans, this Loan
Agreement or the other Loan Documents shall be suspended  during the pendency of
such failure or refusal,  and (ii) a  Delinquent  Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on account of
outstanding Loans, interest, fees or otherwise, to the remaining  non-delinquent
Lenders for application to, and reduction of, their proportionate  shares of all
outstanding  Loans until,  as a result of application of such assigned  payments
the  Lenders'  respective  pro rata shares of all  outstanding  Loans shall have
returned to those in effect  immediately  prior to such  delinquency and without
giving  effect  to the  nonpayment  causing  such  delinquency.  The  Delinquent
Lender's  decision-making and participation rights and rights to payments as set
forth in  clauses  (i) and (ii)  hereinabove  shall be  restored  only  upon the
payment by the Delinquent  Lender of its pro rata share of any Loans or expenses
as to which it is delinquent, together with interest thereon at the Default Rate
from the date when originally due until the date upon which any such amounts are
actually paid.

      The  non-delinquent  Lenders  shall  also  have  the  right,  but  not the
obligation, in their respective, sole and absolute discretion, to acquire for no
cash  consideration,  (pro rata,  based on the  respective  Commitments of those
Lenders electing to exercise such right) the Delinquent  Lender's  Commitment to
fund future Loans (the "Future  Commitment").  Upon any such



                                      -51-
<PAGE>



purchase of the pro rata share of any Delinquent Lender's Future Commitment, the
Delinquent  Lender's  share  in  future  Loans  and its  rights  under  the Loan
Documents with respect thereto shall terminate on the date of purchase,  and the
Delinquent Lender shall promptly execute all documents  reasonably  requested to
surrender and transfer such interest,  including, if so requested, an Assignment
and  Acceptance.   Each  Delinquent   Lender  shall  indemnify  Agent  and  each
non-delinquent  Lender from and against  any and all loss,  damage or  expenses,
including but not limited to reasonable  attorneys'  fees and funds  advanced by
Agent or by any  non-delinquent  Lender,  on  account of a  Delinquent  Lender's
failure to timely fund its pro rata share of a Loan or to otherwise  perform its
obligations under the Loan Documents.

            10.2.9  Holders.  The Agent may deem and treat the payee of any Note
as the owner thereof for all purposes  hereof unless and until a written  notice
of the assignment,  transfer or endorsement  thereof,  as the case may be, shall
have been filed with the Agent. Any request,  authority or consent of any person
or entity who, at the time of making such  request or giving such  authority  or
consent,  is the  holder of any Note  shall be  conclusive  and  binding  on any
subsequent holder,  transferee or endorsee,  as the case may be, of such Note or
of any Note or Notes issued in exchange therefor.

      10.3 Assignment and Participation.

            10.3.1  Conditions  to  Assignment  by  Lenders.  Except as provided
herein,  each  Lender  may  assign to one or more  Eligible  Assignees  all or a
portion of its  interests,  rights  and  obligations  under this Loan  Agreement
(including all or a portion of its Commitment  Percentage and Commitment and the
same  portion  of the Loans at the time  owing to it and the Notes  held by it),
upon  satisfaction  of the following  conditions:  (a) each of the Agent and the
Borrower shall have given its prior written consent to such assignment (provided
that,  in the  case of the  Borrower,  such  consent  will  not be  unreasonably
withheld  and shall not be required if a Default or Event of Default  shall have
occurred and be continuing);  (b) each such  assignment  shall be of a constant,
and  not a  varying,  percentage  of  all  the  assigning  Lender's  rights  and
obligations under this Loan Agreement, (c) each assignment shall be in an amount
that is at least $10,000,000.00 and is a whole multiple of $250,000.00, (d) each
Lender which is a Lender at the time of such  assignment  shall retain,  free of
any such assignment, an amount of its Commitment of not less than $5,000,000.00,
(e) the Agent, in its individual capacity as a Lender, shall retain, free of any
such  assignment,  an amount of its Commitment of not less than  $20,000,000.00,
and (f) the parties to such  assignment  shall execute and deliver to the Agent,
for  recording in the Register  (as  hereinafter  defined),  an  Assignment  and
Acceptance,  substantially  in the form of Exhibit 10.3.1 hereto (an "Assignment
and Acceptance"),  together with any Notes subject to such assignment. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each  Assignment and  Acceptance,  which effective date shall be at



                                      -52-
<PAGE>



least five (5)  Business  Days after the  execution  thereof,  (x) the  assignee
thereunder  shall  be a  party  hereto  and,  to the  extent  provided  in  such
Assignment  and  Acceptance,  have  the  rights  and  obligations  of  a  Lender
hereunder,  and (y) the assigning  Lender shall,  to the extent provided in such
assignment and upon payment to the Agent of the  registration fee referred to in
Section 10.3.3, be released from its obligations under this Loan Agreement.

            10.3.2  Certain   Representations   and   Warranties.   Limitations,
Covenants. By executing and delivering an Assignment and Acceptance, the parties
to the assignment  thereunder confirm to and agree with each other and the other
parties hereto as follows:

            (a) other than the  representation and warranty that it is the legal
      and beneficial owner of the interest being assigned thereby free and clear
      of any adverse  claim,  the assigning  Lender makes no  representation  or
      warranty,  express or implied,  and assumes no responsibility with respect
      to any statements,  warranties or representations made in or in connection
      with  this  Loan   Agreement  or  the   execution,   legality,   validity,
      enforceability,  genuineness, sufficiency or value of this Loan Agreement,
      the other Loan  Documents or any other  instrument  or document  furnished
      pursuant hereto or the attachment,  perfection or priority of any security
      interest or mortgage;

            (b) the  assigning  Lender makes no  representation  or warranty and
      assumes no responsibility  with respect to the financial  condition of the
      Borrower and its affiliates, related entities or subsidiaries or any other
      person  primarily  or  secondarily   liable  in  respect  of  any  of  the
      Obligations, or the performance or observance by the Borrower or any other
      person  primarily  or  secondarily   liable  in  respect  of  any  of  the
      Obligations of any of their  obligations  under this Loan Agreement or any
      of the other Loan Documents or any other instrument or document  furnished
      pursuant hereto or thereto;

            (c) such assignee  confirms that it has received a copy of this Loan
      Agreement,  together with copies of the most recent  financial  statements
      provided by the Borrower as required by the terms of this Loan  Agreement,
      together  with such  other  documents  and  information  as it has  deemed
      appropriate  to make its own credit  analysis  and  decision to enter into
      such Assignment and Acceptance;

            (d) such assignee will,  independently and without reliance upon the
      assigning  Lender,  the  Agent  or any  other  Lender  and  based  on such
      documents  and  information  as it shall  deem  appropriate  at the  time,
      continue to make its own credit  decisions in taking or not taking  action
      under this Loan Agreement;



                                      -53-
<PAGE>



            (e) such  assignee  represents  and warrants  that it is an Eligible
      Assignee;

            (f) such  assignee  appoints and  authorizes  the Agent to take such
      action as agent on its behalf and to exercise  such powers under this Loan
      Agreement  and the other Loan  Documents as are  delegated to the Agent by
      the terms hereof or thereof,  together with such powers as are  reasonably
      incidental thereto;

            (g) such  assignee  agrees that it will perform in  accordance  with
      their  terms  all of the  obligations  that  by the  terms  of  this  Loan
      Agreement are required to be performed by it as a Lender; and

            (h)  such  assignee  represents  and  warrants  that  it is  legally
      authorized to enter into such Assignment and Acceptance.

            10.3.3 Register.  The Agent shall maintain a copy of each Assignment
and Acceptance  delivered to it and a register or similar list (the  "Register")
for the recordation of the names and addresses of the Lenders and the Commitment
Percentage of, and principal  amount of the Loans owing to the Lenders from time
to time.  The entries in the  Register  shall be  conclusive,  in the absence of
manifest  error,  and the  Borrower,  the Agent and the  Lenders  may treat each
person  whose name is recorded in the  Register  as a Lender  hereunder  for all
purposes of this Loan Agreement.  The Register shall be available for inspection
by the  Borrower  and the Lenders at any  reasonable  time and from time to time
upon reasonable prior notice.  Upon each such recordation,  the assigning Lender
agrees to pay to the Agent a registration fee in the sum of $5,000.00.


            10.3.4 New Notes.  Upon its receipt of an Assignment  and Acceptance
executed by the parties to such  assignment,  together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein in
the Register, and (b) give prompt notice thereof to the Borrower and the Lenders
(other than the assigning  Lender).  Within five (5) Business Days after receipt
of such notice, the Borrower,  at its own expense,  shall execute and deliver to
the Agent,  in exchange  for each  surrendered  Note, a new Note to the order of
such Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant



                                      -54-
<PAGE>



to such Assignment and Acceptance and, if the assigning Lender has retained some
portion of its obligations  hereunder,  a new Note to the order of the assigning
Lender in an amount equal to the amount retained by it hereunder. Such new Notes
shall provide that they are replacements for the surrendered  Notes, shall be in
an aggregate  principal  amount equal to the aggregate  principal  amount of the
surrendered  Notes,  shall be dated the effective  date of such  Assignment  and
Acceptance and shall otherwise be substantially  the form of the assigned Notes.
Within  five (5) days of  issuance  of any new Notes  pursuant  to this  Section
10.3.4,  the  Borrower  shall  deliver an opinion of counsel,  addressed  to the
Lenders and the Agent, relating to the due authorization, execution and delivery
of such new Notes and the legality, validity and binding effect thereof, in form
and  substance  satisfactory  to the  Lenders.  The  surrendered  Notes shall be
cancelled and returned to the Borrower.

            10.3.5 Participations. Each Lender may sell participations to one or
more banks or other financial  institutions in all or a portion of such Lender's
rights and  obligations  under this Loan Agreement and the other Loan Documents;
provided  that (a) each  such  participation  shall be in a  minimum  amount  of
$5,000,000.00,  (b) each participant  shall meet the requirements of an Eligible
Assignee,  (c) any such sale or  participation  shall not  affect the rights and
duties of the selling Lender hereunder to the Borrower,  and (d) the only rights
granted to the  participant  pursuant to such  participation  arrangements  with
respect to waivers,  amendments or  modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans,  extend the term or increase the
amount of the  Commitment  of such  Lender as it  relates  to such  participant,
reduce the amount of any commitment  fees to which such  participant is entitled
or extend any regularly scheduled payment date for principal or interest.

            10.3.6   Disclosure.   The  Borrower  agrees  that  in  addition  to
disclosures made in accordance with standard and customary banking practices any
Lender may disclose  information  obtained by such Lender  pursuant to this Loan
Agreement to assignees or participants  and potential  assignees or participants
hereunder;  provided that such assignees or participants or potential  assignees
or participants  shall agree (a) to treat in confidence such information  unless
such information  otherwise becomes public  knowledge,  (b) not to disclose such
information to a third party, except as required by law or legal process and (c)
not to make use of such  information for purposes of  transactions  unrelated to
such contemplated assignment or participation.

            10.3.7  Miscellaneous  Assignment  Provisions.  Any assigning Lender
shall retain its rights to be indemnified  pursuant to Section 7.23 with respect
to any claims or actions  arising prior to the date of such  assignment.  If any
assignee  Lender  is not  incorporated  under the laws of the  United  States of
America or any state thereof,  it shall, prior to the date on which any interest
or fees are payable  hereunder or under any of the other Loan  Documents for its
account,



                                      -55-
<PAGE>



deliver to the Borrower and the Agent  certification  as to its  exemption  from
deduction or withholding  of any United States  federal  income taxes.  Anything
contained in this Section 10.3.7 to the contrary notwithstanding, any Lender may
at any time pledge all or any portion of its interest and rights under this Loan
Agreement  (including  all or any  portion  of its  Notes) to any of the  twelve
Federal  Reserve Banks  organized under Section 4 of the Federal Reserve Act, 12
U.S.C.  Section 341. No such pledge or the enforcement thereof shall release the
pledgor  Lender from its  obligations  hereunder  or under any of the other Loan
Documents.

            10.3.8  Assignment  by Borrower.  The  Borrower  shall not assign or
transfer  any of its  rights  or  obligations  under  any of the Loan  Documents
without the prior written consent of each of the Lenders.

      10.4 Administrative Matters.

            10.4.1 Amendment, Waiver, Consent, Etc. Except as otherwise provided
herein or as to any term or provision  hereof which  provides for the consent or
approval of the Agent,  no term or provision of this Loan Agreement or any other
Loan  Document may be changed,  waived,  discharged or  terminated,  nor may any
consent  required or permitted by this Loan Agreement or any other Loan Document
be given, unless such change, waiver, discharge, termination or consent receives
the written approval of the Requisite Lenders.

      Notwithstanding  the foregoing,  the unanimous written approval of all the
Lenders  (other than a Delinquent  Lender) shall be required with respect to any
proposed amendment, waiver, discharge, termination, or consent which:

            (i) has the effect of (a) extending the final scheduled  maturity or
      the date of any amortization payment of any Loan or Note, (b) reducing the
      rate or  extending  the time of payment of interest or fees  thereon,  (c)
      increasing  or reducing the  principal  amount  thereof,  or (d) otherwise
      postponing or forgiving any indebtedness thereunder,

            (ii) releases or discharges  any material  portion of the Collateral
      other  than  in  accordance  with  the  express  provisions  of  the  Loan
      Documents,



                                      -56-
<PAGE>



            (iii) amends,  modifies or waives any  provisions of this  paragraph
      10.4.1,

            (iv) amends,  modifies or waives any  provisions of Section 2.1.2 or
      the  definition  of any term used therein or used in any of the  financial
      covenants set forth in Section 7.24 or in the PWF Covenants;

            (v) reduces the percentage  specified in the definition of Requisite
      Lenders,

            (vi) except as otherwise provided in the Loan Agreement, changes the
      amount of any Lender's Commitment or Commitment Percentage, or

            (vii)  releases  or  waives  any  guaranty  of  the  Obligations  or
      indemnifications provided in the Loan Documents;

and  provided,  further,  that without the consent of the Agent,  no such action
shall  amend,  modify  or waive  any  provision  of this  Article  or any  other
provision of any Loan Document which relates to the rights or obligations of the
Agent.

            10.4.2  Deemed  Consent or Approval.  With respect to any  requested
amendment,  waiver,  consent or other action which  requires the approval of the
Requisite Lenders or all of the Lenders,  as the case may be, in accordance with
the terms of this Loan Agreement, or if the Agent is required hereunder to seek,
or desires to seek, the approval of the Requisite Lenders or all of the Lenders,
as the case may be,  prior to  undertaking  a  particular  action  or  course of
conduct,  the Agent in each such case shall  provide  each Lender  with  written
notice  of any such  request  for  amendment,  waiver  or  consent  or any other
requested or proposed action or course of conduct,  accompanied by such detailed
background  information  and  explanations  as may be  reasonably  necessary  to
determine  whether to approve or disapprove such amendment,  waiver,  consent or
other action or course of conduct.  The Agent may (but shall not be required to)
include in any such  notice,  printed in capital  letters or  boldface  type,  a
legend substantially to the following effect:



                                      -57-
<PAGE>



      "THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. FAILURE TO RESPOND WITHIN
      TEN (10)  CALENDAR  DAYS  FROM THE  RECEIPT  OF THIS  COMMUNICATION  SHALL
      CONSTITUTE A DEEMED  APPROVAL BY THE ADDRESSEE OF THE ACTION  REQUESTED BY
      THE  BORROWER  OR THE COURSE OF CONDUCT  PROPOSED BY THE AGENT AND RECITED
      ABOVE,"

and if the  foregoing  legend is included by the Agent in its  communication,  a
Lender shall be deemed to have approved or consented to such action or course of
conduct for all purposes hereunder if such Lender fails to object to such action
or course of  conduct by written  notice to the Agent  within ten (10)  calendar
days of such Lender's receipt of such notice.

11. GENERAL PROVISIONS.

      11.1 Notices.  Any notice or other  communication  in connection with this
Loan  Agreement,  the Note,  or any of the  other  Loan  Documents,  shall be in
writing,  and (i)  deposited in the United  States  Mail,  postage  prepaid,  by
registered or certified  mail, or (ii) hand delivered by any commercial  courier
service or overnight delivery service such as Federal Express,  or (iii) sent by
facsimile transmission if a FAX Number is designated below, addressed:

            If to Borrower:

                  Charter Mac Corporation
                  625 Madison Avenue
                  New York, New York 10022
                  FAX Number:(212) 751-3550
                  Attention: Mr. Stuart Boesky
                             Mr. Michael Wirth



                                      -58-
<PAGE>



            with copies by regular  mail or such hand  delivery  or  facsimile
            transmission to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York 10036
                  FAX Number: (212) 969-2900
                  Attention: Steven Fishman, Esquire

            If to the Agent:

                  Fleet National Bank
                  One Federal Street
                  Boston, Massachusetts 02110
                  FAX Number: 1-617-346-4670
                  Attention:  John F. Simon
                              Mail Stop: MA DE 10304X

            with  copies by  regular  mail or such hand  delivery  or  facsimile
            transmission to (which shall not constitute notice):



                                      -59-
<PAGE>



                  Riemer & Braunstein LLP
                  Three Center Plaza
                  Boston, Massachusetts 02108
                  FAX Number: 1-617-880-3456
                  Attention: Ronald N. Braunstein, Esquire

If to a Lender:   To such address for such Lender as appears on Schedule 11.

Any such addressee may change its address for such notices to such other address
in the United States as such  addressee  shall have  specified by written notice
given as set forth  above.  All  periods of notice  shall be  measured  from the
deemed date of delivery.

      A notice  shall be deemed to have been given,  delivered  and received for
the  purposes of all Loan  Documents  upon the  earliest of: (i) if sent by such
certified or registered  mail,  on the third  Business Day following the date of
postmark,  or (ii) if hand delivered at the specified address by such courier or
overnight  delivery  service,  when so delivered or tendered for delivery during
customary  business hours on a Business Day, or (iii) if so mailed,  on the date
of actual receipt as evidenced by the return  receipt,  or (iv) if so delivered,
upon actual  receipt,  or (v) if facsimile  transmission is a permitted means of
giving notice, upon receipt as evidenced by confirmation.

      11.2 Payments to be Charged as an Advance.  Any payments  required by this
Agreement,  the Notes or any of the other Loan Documents may (but not before the
due date  thereof) be deducted  by Lender from the amount,  if any,  not already
advanced, and the same shall be deemed to be a Loan, or may be deducted from any
Loan due hereunder.  Any attorneys' fees,  inspection fee,  appraisal fee or any
other  expense  payable by  Borrower  as herein  provided  for,  or  incurred in
connection  with the examination of the Collateral for the Loan, any tangible or
intangible assets of the Borrower,  the Guarantor,  PWF or the PWF Subsidiaries,
the drafting of the Loan Documents and other instruments  evidencing or securing
the Obligations  and all other Loan Documents may be likewise  deducted from the
amounts, if any, not already advanced or



                                      -60-
<PAGE>



from  any  Loan  payable  to  Borrower  and,  in any  event,  charged  as a Loan
hereunder,  but only to the extent  payable by the Borrower  pursuant to Section
7.22 hereof.

      11.3 Parties Bound;  Integration.  The provisions of this Agreement and of
each of the other Loan Documents  shall be binding upon and inure to the benefit
of  Borrower  and  the  Agent  and  each of the  Lenders  and  their  respective
successors and assigns,  except as otherwise prohibited by this Agreement or any
of the other Loan Documents.

      This Agreement is a contract by and among Borrower,  Agent and each of the
Lenders for their  mutual  benefit,  and no third person  including  the Selling
Stockholders  or any Person to whom any Loan may be disbursed  hereunder for the
account of the Borrower or  Subsidiary  of the  Borrower)  shall have any right,
claim or interest  against  either  Agent,  any of the  Lenders,  or Borrower by
virtue of any provision hereof.

      This  Agreement is intended by the Borrower,  the Agent and the Lenders as
the final,  complete and exclusive  statement of the  transactions  evidenced by
this  Agreement.   All  prior  or  contemporaneous   promises,   agreements  and
understandings,  whether oral or written,  are deemed to be  superceded  by this
Agreement,  and no party is relying on any promise,  agreement or  understanding
not set forth in this Agreement.

      11.4  Waivers,  Extensions  and  Releases.  Except as  otherwise  provided
herein,  Agent may, unless otherwise directed by the Requisite  Lenders,  at any
time and from  time to time  waive any one or more of the  conditions  contained
herein or in any of the other Loan  Documents,  or extend the time of payment of
the Loan,  or release  portions of the  Collateral  from the  provisions of this
Agreement  and from a  Security  Document,  but any such  waiver,  extension  or
release shall be deemed to be made in pursuance and not in modification  hereof,
and any such waiver in any instance, or under any particular  circumstance shall
not be considered a waiver of such  condition in any other instance or any other
circumstance.


      11.5 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial.

            11.5.1  Substantial  Relationship.  It is understood and agreed that
all of the  Loan  Documents  were  negotiated,  executed  and  delivered  in the
Commonwealth  of  Massachusetts,  which  Commonwealth  the  parties  agree has a
substantial  relationship  to the  parties  and to the  underlying  transactions
embodied by the Loan Documents.



                                      -61-
<PAGE>

            11.5.2 Place of Delivery. Borrower agrees to furnish to Agent at the
Agent's office in Boston, Massachusetts, all further instruments, certifications
and documents to be furnished hereunder.

            11.5.3  Governing  Law.  This  Agreement  and each of the other Loan
Documents shall in all respects be governed,  construed, applied and enforced in
accordance with the internal laws of the Commonwealth of  Massachusetts  without
regard to principles of conflicts of law.

      11.6 Consent to  Jurisdiction.  THE BORROWER  AGREES THAT ANY SUIT FOR THE
ENFORCEMENT  OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
IN THE COURTS OF THE  COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
THEREIN AND  CONSENTS  TO THE  NONEXCLUSIVE  JURISDICTION  OF SUCH COURT AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE  BORROWER BY MAIL AT THE
ADDRESS SPECIFIED IN SECTION 11.1. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER  HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

      11.7 JURY TRIAL WAIVER. BORROWER, AGENT AND LENDERS (BY ACCEPTANCE OF THIS
AGREEMENT)  MUTUALLY HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE THE
RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,  ARISING OUT
OF,  UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY OTHER LOAN  DOCUMENTS
CONTEMPLATED  TO BE EXECUTED IN CONNECTION  HEREWITH,  OR ANY COURSE OF CONDUCT,
COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF AGENT OR ANY LENDER RELATING TO THE  ADMINISTRATION  OF
THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL
SEEK TO CONSOLIDATE  ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW,  BORROWER HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY  LITIGATION ANY SPECIAL,
EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF AGENT OR ANY LENDER HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT
AGENT OR ANY LENDER



                                      -62-
<PAGE>



WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.
THIS  WAIVER  CONSTITUTES  A MATERIAL  INDUCEMENT  FOR  LENDERS  TO ACCEPT  THIS
AGREEMENT AND MAKE THE LOAN.

      11.8 Survival. All representations,  warranties,  covenants and agreements
of Borrower herein or in any other Loan Document, or in any notice, certificate,
or other  paper  delivered  by or on  behalf of  Borrower  pursuant  hereto  are
significant  and shall be deemed to have been  relied  upon by Agent and each of
the  Lenders  notwithstanding  any  investigation  made by  Agent or each of the
Lenders or on its behalf and shall  survive the  delivery of the Loan  Documents
and the  making  of the Loan and each  advance  pursuant  thereto.  No review or
approval  by  Agent  or  the  Lenders,   or  by  any  of  their  consultants  or
representatives,  of any opinion letters, certificates by professionals or other
item  of  any  nature  shall  relieve  Borrower  or  anyone  else  of any of the
obligations,  warranties  or  representations  made by or on behalf of  Borrower
under any one or more of the Loan Documents.

      11.9  Cumulative  Rights.  All of the rights of the Agent and the  Lenders
hereunder and under each of the other Loan Documents and any other agreement now
or hereafter executed in connection  herewith or therewith,  shall be cumulative
and may be exercised  singly,  together,  or in such  combination  as Lender may
determine in its sole good faith judgment.

      11.10 Claims Against Agent or Lenders.

            11.10.1  Borrower  Must  Notify.  The Agent and each of the  Lenders
shall not be in default under this Agreement,  or under any other Loan Document,
unless a written notice  specifically  setting forth the claim of Borrower shall
have been given to Agent and each of the Lenders  within  thirty (30) days after
Borrower  first had actual  knowledge or actual notice of the  occurrence of the
event  which  Borrower  alleges  gave  rise to such  claim and the Agent or such
Lender,  as the case may be, does not remedy or cure the  default,  if any there
be, with  reasonable  promptness  thereafter.  Such actual  knowledge  or actual
notice  shall refer to what was  actually  known by, or  expressed  in a written
notification furnished to, any Authorized Representative.

            11.10.2 Remedies.  If it is determined by the final order of a court
of competent jurisdiction, which is not subject to further appeal, that Agent or
any of the Lenders has breached any of its obligations  under the Loan Documents
and has not  remedied  or cured the same with  reasonable  promptness  following
notice  thereof,  Agent's  and each of the  Lender's  responsibilities  shall be
limited to: (i) where the breach  consists  of the  failure to grant  consent or
give approval in violation of the terms and requirements of a Loan Document, the
obligation to



                                      -63-
<PAGE>



grant such consent or give such approval and to pay Borrower's  reasonable costs
and expenses  including,  without  limitation,  reasonable  attorneys'  fees and
disbursements  in connection with such court  proceedings;  and (ii) the case of
any such failure to grant such consent or give such approval,  or in the case of
any  other  such  default  by Agent or any of the  Lenders,  where it is also so
determined  that Agent or any of the Lenders acted in bad faith,  the payment of
any  actual,  direct,  compensatory  damages  sustained  by Borrower as a result
thereof  plus  Borrower's  reasonable  costs and  expenses,  including,  without
limitation, reasonable attorneys' fees and disbursements in connection with such
court proceedings.

      11.10.3  Limitations.  In no  event,  however,  shall  Agent or any of the
Lenders be liable to Borrower or anyone else for other  damages such as, but not
limited to, indirect, speculative or punitive damages whatever the nature of the
breach  by  Agent or any of the  Lenders  of its  obligations  under  this  Loan
Agreement or under any of the other Loan  Documents.  In no event shall Agent or
any of the Lenders be liable to Borrower or anyone else unless a written  notice
specifically  setting forth the claim of Borrower shall have been given to Agent
and each of the Lenders within the time period specified above.

      11.11 Obligations Absolute.  Except to the extent prohibited by applicable
law which cannot be waived, the Obligations of Borrower under the Loan Documents
shall be absolute,  unconditional  and irrevocable and shall be paid strictly in
accordance  with  the  terms  of the  Loan  Documents  under  all  circumstances
whatsoever,  including, without limitation, the existence of any claim, set off,
defense or other right which  Borrower may have at any time against Agent or any
of the Lenders whether in connection with the Loan or any unrelated transaction.

      11.12  Counterparts.  This Loan Agreement and each other Loan Document may
be executed in several  counterparts,  each of which when executed and delivered
is an original,  but all of which together shall  constitute one instrument.  In
making proof of this agreement,  it shall not be necessary to produce or account
for more than one such  counterpart  which is executed by the party against whom
enforcement of such loan agreement is sought.

      11.13 Time Of the  Essence.  Time is of the essence of each  provision  of
this Agreement and each other Loan Document.

      11.14 No Oral  Change.  This Loan  Agreement  and each of the  other  Loan
Documents may only be amended,  terminated,  extended or otherwise modified by a
writing signed by the party against which  enforcement is sought (except no such
writing shall be required for any party which,  pursuant to a specific provision
of any Loan  Document,  is required to be bound by changes  without such party's
assent). In no event shall any oral agreements, promises, actions,



                                      -64-
<PAGE>



inactions,  knowledge,  course of  conduct,  course of  dealings  or the like be
effective to amend, terminate, extend or otherwise modify this Loan Agreement or
any of the other Loan Documents.

      11.15  Monthly  Statements.  While  Agent  may  issue  invoices  or  other
statements  on a monthly or  periodic  basis (a  "Statement"),  it is  expressly
acknowledged and agreed that: (i) the failure of Agent to issue any Statement on
one or more occasions shall not affect  Borrower's  obligations to make payments
under the Loan  Documents as and when due; (ii) the  inaccuracy of any Statement
shall not be binding upon the Agent or the Lenders and so Borrower  shall always
remain obligated to pay the full amount(s)  required under the Loan Documents as
and when due  notwithstanding  any  provision to the  contrary  contained in any
Statement;  (iii) all  Statements are issued for  information  purposes only and
shall never constitute any type of offer, acceptance, modification, or waiver of
the  Loan  Documents  or any of the  Agent's  or  Lenders'  rights  or  remedies
thereunder;  and (iv) in no event shall any Statement serve as the basis for, or
a component  of, any course of dealing,  course of  conduct,  or trade  practice
which would modify,  alter, or otherwise affect the express written terms of the
Loan Documents.


      [Remainder of page left intentionally blank; signatures on next page]




                                      -65-
<PAGE>



      IN WITNESS  WHEREOF this Agreement has been duly executed and delivered as
a sealed  instrument  at Boston,  Massachusetts  as of the 24th day of December,
2001.



      BORROWER:                     CHARTER MAC CORPORATION


                                    By____________________________________


                                    Name:_________________________________


                                    Title:________________________________





      AGENT:                        FLEET NATIONAL BANK


                                    By____________________________________


                                    Name:_________________________________


                                    Title:________________________________




                                      S-66
<PAGE>



      LENDER:                       FLEET NATIONAL BANK


                                    By____________________________________


                                    Name:_________________________________


                                    Title:________________________________






                                      S-67
<PAGE>



                             Exhibits and Schedules
                             ----------------------


                                 Schedule 1.2.1
                                 --------------

           Indebtedness to be repaid during Initial Advance Period



1     Indebtedness  in favor  GMAC  Residential  in the  approximate  amount  of
      $5,700,000.00









<PAGE>



                           EXHIBIT A TO LOAN AGREEMENT
                           ---------------------------



                                   DEFINITIONS
                                   -----------



Adjusted Tangible Net Worth means, as of the time of determination, with respect
to the Borrower (on an unconsolidated basis), Total Assets of the Borrower minus
(i) Intangible Assets, minus (ii) Total Liabilities minus (iii) the Taxable Tail
Amount; minus (iv) the outstanding balance of the Indebtedness  hereunder,  plus
(v) the Taxable Tail Adjustment Amount.



Adjusted LIBO Rate means for each Interest Period the rate per annum obtained by
dividing (i) LIBO for such Interest  Period,  by (ii) a percentage  equal to one
hundred percent (100%) minus the maximum reserve  percentage  applicable  during
such Interest Period under regulations  issued from time to time by the Board of
Governors of the Federal  Reserve  System for  determining  the maximum  reserve
requirements (including,  without limitation, any basic, supplemental,  marginal
and emergency  reserve  requirements) for the Agent (or of any subsequent holder
of a Note hereunder which is subject to such reserve requirements) in respect of
liabilities or assets  consisting of or including  eurocurrency  liabilities (as
such term is defined in  Regulation  D of the Board of  Governors of the Federal
Reserve System) having a term equal to the Interest Period.



Affiliate  means,  for any  Person,  any other  Person  directly  or  indirectly
controlling,  controlled by, or under common control with, that Person.  For the
purposes of this definition,  "control"  (including,  with correlative meanings,
the terms  "controlling,"  "controlled by," and "under common control with"), as
applied to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction of the  management  and policies of that
Person,  whether  through the ownership of,  voting  securities,  by contract or
otherwise.



Agent means Fleet National Bank, acting as agent for the Lenders.



Agreement means this Acquisition Loan Agreement, as it hereafter may be amended,
modified, supplemented, or restated from time to time.



                                      A-69
<PAGE>



Agreement Date means the date as of which this Agreement is dated.



Applicable Availability Amount, as defined in Section 2.1.2.



Appraised  Value  means,  as  to  any  Servicing  Rights,  as  of  any  date  of
determination,  the market value of such  Servicing  Rights as shown on the most
recent appraisal  required to be delivered pursuant to Section 7.21.2 hereof (or
any  interim or updated  appraisal  prepared  by an  Approved  Servicing  Rights
Appraiser) and applied to the then outstanding  principal balance of the subject
Serviced Loans.



Approved  Servicing  Rights  Appraiser  means The  Prestwick  Mortgage  Group or
another  independent  third party  proposed by the  Borrower and approved by the
Agent, in its discretion.



Authorized Representatives as defined in Section 4 and listed on Exhibit C.



Available Commitment means, with respect to each Lender, at any time, the amount
obtained by multiplying the Lender's  Commitment  Percentage at such time by the
Total Available Commitments at such time.



Borrower  Pledge and Security  Agreement  means that certain Pledge and Security
Agreement from the Borrower of even date herewith,  as the same may hereafter be
modified or amended.



Business Day means any day of the year on which  offices of Fleet  National Bank
are not  required  or  authorized  by law to be closed for  business  in Boston,
Massachusetts.  If any day on which a payment is due is not a Business Day, then
the  payment  shall be due on the next day  following  which is a Business  Day.
Further,  if there is no  corresponding  day for a payment in




                                      A-70
<PAGE>



the given calendar month (e.g.,  there is no "February 30th"), the payment shall
be due on the last Business Day of the calendar month.



Call Option has the meaning provided  therefor in the Stock Purchase  Agreement,
and with  respect  to any  call  options  which  PWF may  have  pursuant  to any
employee's  employment  with  PWF,  which  call  options  shall be on terms  and
conditions  comparable to the call option provision set forth in Section 12.2 of
the Stock  Purchase  Agreement,  but  provided,  however,  that PWF  shall  have
assigned to the Borrower,  all of PWF's right, title and interest in and to such
call option at or prior to the closing of the exercise thereof.



Cash Equivalents mean (i) securities  issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
(provided  that the full  faith and  credit of the  United  States of America is
pledged in support  thereof)  having  maturities  of not more than twelve months
from  the date of  acquisition  ("Government  Obligations"),  (ii)  U.S.  dollar
denominated  (or foreign  currency fully hedged) time deposits,  certificates of
deposit,  Eurodollar time deposits and Eurodollar certificates of deposit of (y)
any domestic  commercial bank of recognized  standing having capital and surplus
in excess of  $250,000,000  or (z) any bank whose  short-term  commercial  paper
rating from S&P is at least A-1 or the equivalent  thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each  case  with  maturities  of not  more  than  364  days  from  the  date  of
acquisition,  (iii)  commercial paper and variable or fixed rate notes rated A-1
(or the equivalent  thereof) or better by S&P or P-1 (or the equivalent thereof)
or  better  by  Moody's  and  maturing  within  twelve  months  of the  date  of
acquisition,  (iv) repurchase agreements with a bank or trust company (including
a Lender) or a recognized securities dealer having capital and surplus in excess
of  $500,000,000  for direct  obligations  issued by or fully  guaranteed by the
United States of America,  (v)  obligations of any state of the United States or
any  political  subdivision  thereof  for  the  payment  of  the  principal  and
redemption  price of and  interest on which  there  shall have been  irrevocably
deposited Government  Obligations maturing as to principal and interest at times
and in amounts sufficient to provide such payment,  (vi) auction preferred stock
rated in the highest  short-term  credit  rating  category by S&P or Moody's and
(vii) U.S. dollar  denominated  time and demand deposit accounts or money market
accounts with those domestic banks meeting the  requirements  of item (y) or (z)
of clause (ii) above and any other domestic commercial banks insured by the FDIC
with an aggregate balance not to exceed $100,000 in the aggregate at any time at
any such bank.



Closing Date means the Agreement Date.



                                      A-71
<PAGE>



Collateral as defined in Section 3.1.



Collateral  Assignment of Interest  Rate  Protection  Agreements,  as defined in
Section 3.1.2.



Commitment  shall mean,  with  respect to each  Lender,  the amount set forth on
Schedule 11 hereto as the amount of such Lender's commitment to make advances to
the  Borrower,  as may be amended  from time to time by the Agent as provided in
Section 10 in connection with a Lender's assignment of its Commitment, and as it
may be  reduced  (but not  increased)  upon  the  determination  of the  Resized
Facility Amount.



Commitment  Percentage  shall mean, with respect to each Lender,  the percentage
set forth on Schedule 11 hereto as such  Lender's  percentage  of the  aggregate
Commitments  of all of the  Lenders,  as may be amended from time to time by the
Agent as provided in Section 10.



Constituent  Documents  means,  with  respect to any  Person,  its  articles  or
certificate of  incorporation,  constitution,  bylaws,  partnership  agreements,
organizational  documents,  limited liability company agreements,  or such other
document as may govern such entity's formation or organization.



Contractual  Obligation  means,  for any Person,  any  provision of any security
issued by that Person or of any  material  indenture,  mortgage,  deed of trust,
contract, undertaking,  agreement, or other instrument to which such Person is a
party or by which it or any of its  properties is bound or to which it or any of
its properties is subject.



Default, as defined in Section 8.1.



Default Rate, as defined in Section 2.3.13.



                                      A-72
<PAGE>



Delinquent Lender, as defined in Section 10.2.8.



Dollars (and the symbol "$") shall mean lawful money of the United States.



Eligible Assignee shall mean (a) a Lender,  (b) an Affiliate of any Lender,  and
(c) any other Person approved by the Agent.



Eligible  Portfolio Value means, on any day, the Appraised Value of the Eligible
Servicing Portfolio as of such day.



Eligible  Servicing  Portfolio  means PWF's and PWF  Subsidiaries'  portfolio of
Servicing Rights, other than with respect to Other Mortgage Loans.



Eligible Servicing Portfolio Value means, on any day, the Appraised Value of the
Eligible Servicing Portfolio.



ERISA and ERISA Plan, each as defined in Section 8.1.13.



Event of Default, as defined in Section 8.1.



Facility, as defined in Section 1.2.



Facility Fee, as defined in Section 2.4.3.



                                      A-73
<PAGE>



Fannie Mae means the Federal National Mortgage Association, and any successor.



Fannie Mae Reserve Account means that certain lender reserve account established
in favor of Fannie  Mae by PWF and  maintained  at State  Street  Bank and Trust
Company pursuant to that certain  Delegated  Underwriting and Servicing  Reserve
Agreement  effective  as of May 29, 1996 by and among  Fannie Mae, PWF and State
Street Bank and Trust Company, as amended and in effect on the Agreement Date.



Fee Letter  means that  certain fee letter  dated on or about the date hereof by
and between the Borrower  and the Agent,  as the same may be modified or amended
from time to time.



FHA means the Federal Housing  Administration  and any successor agency or other
entity.



Forward  Commitments  means  mortgage  loans which  Fannie Mae has  committed to
purchase in accordance with the requirements of Fannie Mae's product, subject to
satisfaction of specified underwriting conditions.



Freddie  Mac  means  the  Federal  Home  Loan  Mortgage  Corporation,  and any
successor.



Generally  Accepted  Accounting  Principles  or GAAP means  principles  that are
consistent  with  the  principles   promulgated  or  adopted  by  the  Financial
Accounting Standards Board and its predecessors, as in effect from time to time.



GNMA means the Government National Mortgage Association, and any successor.



                                      A-74
<PAGE>



Governmental  Authority  means  any  nation  or  government,  any state or other
political subdivision thereof, and any Person exercising executive, legislative,
judicial,   regulatory,   or  administrative   functions  of  or  pertaining  to
government.



Governmental  Authorization  means any  permit,  license,  authorization,  plan,
directive,  consent  order,  or  consent  decree  of or  from  any  Governmental
Authority.



Guarantor  means  Charter  Municipal  Mortgage  Acceptance  Company,  a Delaware
business trust, of which the Borrower is a wholly-owned Subsidiary.



Guarantor  Pledge and Security  Agreement means that certain Pledge and Security
Agreement to be dated the date hereof  between the Agent (for the benefit of the
Lenders) and the Guarantor.



Guaranty means the Guarantor's  Guaranty of even date herewith,  as the same may
hereafter be modified or amended.



Holdback has the meaning provided therefor in the Stock Purchase Agreement.



HUD means the  Department  of Housing and Urban  Development,  and any successor
agency or other entity.



Indebtedness means all obligations, contingent and otherwise, that in accordance
with Generally  Accepted  Accounting  Principles  should be classified  upon the
consolidated  balance  sheet of a Borrower and the  Borrower's  Subsidiaries  as
liabilities,  or to  which  reference  should  be  made  by  footnotes  thereto,
including in any event and whether or not so classified: (a) all obligations for
borrowed  money  or  other  extensions  of  credit  whether  or not  secured  or
unsecured,  absolute or contingent,  including,  without  limitation,  unmatured
reimbursement obligations with respect to letters of credit or guarantees issued
for the account of or on behalf of the  Borrower  and its  Subsidiaries  and all
obligations  representing  the  deferred  purchase  price of



                                      A-75
<PAGE>



property;  (b) all obligations  evidenced by bonds,  notes,  debentures or other
similar  instruments;  (c) all  liabilities  secured  by any  mortgage,  pledge,
security interest, lien, charge, or other encumbrance existing on property owned
or acquired subject thereto,  whether or not the liability secured thereby shall
have  been  assumed;  (d) all  guarantees,  endorsements  and  other  contingent
obligations  whether direct or indirect in respect of  indebtedness of others or
otherwise,  including any  obligations  with respect to puts,  swaps,  and other
similar  undertakings,  any  obligation  to supply  funds to or in any manner to
invest in, directly or indirectly,  the debtor, to purchase indebtedness,  or to
assure the owner of indebtedness  against loss, through an agreement to purchase
goods,  supplies,  or services  for the  purpose of enabling  the debtor to make
payment of the indebtedness held by such owner or otherwise, and the obligations
to  reimburse  the  issuer in respect  of any  letters  of credit;  and (e) that
portion of all  obligations  arising under capital leases that is required to be
capitalized  on  the  consolidated   balance  sheet  of  the  Borrower  and  its
Subsidiaries;  but excluding,  in all events obligations arising under operating
leases and accounts payable arising in the ordinary course of business.



Indemnified Party, as defined in Section 10.19



Initial Acquisition, as defined in Section 1.2.1(i).



Initial Advance Period,  means the period  commencing as of the Closing Date and
ending  the  earlier  of  (x)  March  ___,  2002,  or  (y)  the  occurrence  and
continuation of an Event of Default,  or (z) the acceleration of the Obligations
pursuant to the terms hereof.



Initial  PWF  Common  Stock  means the 83,528  shares of PWF Common  Stock to be
purchased by the Borrower from the Selling  Stockholders  on the Stock  Purchase
Closing Date, and any securities of any type or class into which such shares are
subsequently converted or for which such shares are subsequently exchanged.



Intangible  Assets  means,  at the time of  determination,  those  assets of the
Borrower (on a consolidated  basis) that, in accordance  with GAAP, are properly
classifiable  as intangible  assets,  including,  but not limited to,  goodwill,
franchises, licenses, patents, trademarks, trade names and copyrights.



                                      A-76
<PAGE>



Interest Period



      (A) The term "Interest Period" means with respect to each LIBOR Advance: a
period  of one  (1),  three  (3) or  six  (6)  consecutive  months,  subject  to
availability,  as selected, or deemed selected, by the Borrower at least two (2)
Business Days prior to the Loan,  or, if an advance is already  outstanding,  at
least  two (2)  Business  Days  prior  to the end of the then  current  Interest
Period.  Each  such  Interest  Period  shall  commence  on the  Business  Day so
selected,  or deemed selected,  by the Borrower and shall end on the numerically
corresponding day in the first, third or sixth month thereafter,  as applicable.
Provided,  however: (i) if there is no such numerically  corresponding day, such
Interest Period shall end on the last Business Day of the applicable month, (ii)
if the last day of such an Interest  Period would otherwise occur on a day which
is not a Business  Day,  such  Interest  Period  shall be  extended  to the next
succeeding Business Day or if such extension would otherwise cause such last day
to occur in a new  calendar  month,  then such last day shall  occur on the next
preceding  Business  Day, and (iii) if any Interest  Period would  otherwise end
after the Maturity Date, such Interest Period shall end on the Maturity Date.



      (B) The term  "Interest  Period"  shall mean with respect to each Variable
Rate Advance consecutive periods of one (1) day each.



      (C) No  Interest  Period may be  selected  which would end beyond the then
Maturity Date of the Loan (as actually extended). If the last day of an Interest
Period would otherwise occur on a day which is not a Business Day, such last day
shall be extended to the next succeeding  Business Day, except as provided above
in clause (A) relative to a LIBOR Advance.



      (D) The  Borrower  shall  maintain  an amount  equal to the next  required
principal  amortization payment required under Section 2.3.8 in either a one (1)
or three (3) month LIBOR Advance or as a Variable Rate Advance.



                                      A-77
<PAGE>



Interest  Rate  Protection  Agreement  means any interest  rate swap  agreement,
interest rate cap agreement,  interest rate collar  agreement,  or other similar
agreement or arrangement  designed to protect any Person against fluctuations in
interest rates.



Investment shall mean the acquisition of any real or tangible  personal property
or of any stock or other security, any loan, advance, bank deposit, money market
fund,  contribution  to  capital,  extension  of  credit  (except  for  accounts
receivable  arising in the ordinary course of business and payable in accordance
with  customary  terms) , or  purchase  or  commitment  or option to purchase or
otherwise  acquire real estate or tangible  personal  property or stock or other
securities  of any party or any part of the business or assets  comprising  such
business, or any part thereof.



Late Charges, as defined in Section 2.3.14.

Legal Requirements means all applicable statutes,  laws,  treaties,  ordinances,
licenses, rules, regulations,  orders, writs, injunctions,  decrees,  judgments,
opinions, and interpretations of any Governmental Authority.



Lenders means, on any date of determination, the financial institutions named on
Schedule 11, and,  subject to the terms and conditions of this Agreement,  their
respective successors and assigns.



LIBO means, as applicable to any LIBOR Advance, the rate per annum as determined
on the basis of the offered rates for deposits in U.S. dollars,  for a period of
time  comparable to the Interest  Period  applicable to such LIBOR Advance which
appears on the Telerate  page 3750 as of 11:00 a.m.  London time on the day that
is two  London  Banking  Days  preceding  the first day of such  LIBOR  Advance;
provided,  however,  if the rate described above does not appear on the Telerate
System on any applicable  interest  determination  date,  LIBO shall be the rate
(rounded  upwards,  if  necessary,  to the nearest one  hundred-thousandth  of a
percentage point),  determined on the basis of the offered rates for deposits in
Dollars for a period of time  comparable  to the Interest  Period  applicable to
such LIBOR Advance which are offered by four major banks in the London interbank
market at  approximately  11:00  a.m.  London  time,  on the day that is two (2)
London Banking Days preceding the first day of such LIBOR Advance as selected by
the Agent.  The  principal  London office of each of the four major London banks
will be requested to provide a quotation of its Dollar deposit  offered rate. If
at least two (2) such  quotations  are provided,  the rate for that date will be
the  arithmetic  mean of the  quotations.  If fewer than two (2)  quotations



                                      A-78
<PAGE>



are  provided as  requested,  the rate for that date will be  determined  on the
basis of the rates quoted for loans in Dollars to leading  European  banks for a
period of time  comparable  to the  Interest  Period  applicable  to such  LIBOR
Advance offered by major banks in New York City at approximately  11:00 a.m. New
York City time,  on the day that is two (2) London  Banking Days  preceding  the
first of such LIBOR Advance.



LIBOR Advance means any Loan outstanding under this Agreement which, pursuant to
this Agreement, bears interest at the LIBOR Rate.



LIBOR Rate means the per annum  rate  equal to the  Adjusted  LIBO Rate plus 225
basis points.



Licenses  and  Permits  shall mean all  licenses,  permits,  authorizations  and
agreements issued by or agreed to by any Governmental Authority, or by any other
Person, as may be required pursuant to any Legal Requirement

Liquidation  Proceeds means amounts  received by the Agent and/or the Lenders in
the exercise of the rights and remedies under the Loan Documents.



Loan as defined in Section 1.5.



Loan Agreement as defined in the Preamble.



Loan Documents as defined in Section 3.2.



Loan To Value Ratio, as defined in Section 7.24.1(i).



                                      A-79
<PAGE>



London Banking Day The term "London Banking Day" means any day on which dealings
in deposits in Dollars are transacted in the London interbank market.



Maturity  Date  means  the  date  when all of the  Obligations  shall be due and
payable,  which shall be December 31, 2006, unless  accelerated  pursuant to the
terms hereof.



Mortgage means a mortgage or deed of trust on real property that is improved and
substantially completed.



Mortgage  Loan  means any loan  evidenced  by a Mortgage  Note and  secured by a
Mortgage.



Mortgage Note means a promissory note secured by one or more Mortgages.



Mortgage  Warehousing  Facility means that certain revolving  mortgage warehouse
facility  of even  date  herewith  by and  among  PWF  Funding  Inc.,  Cambridge
Healthcare Funding Inc, and Larson Financial  Resources,  Inc., the Agent, Fleet
National  Bank as a  lender,  and such  other  Persons  which may  become  party
thereto, as the same may be modified, amended or restated from time to time.



Notes means the promissory  notes of the Borrower,  substantially in the form of
Exhibit B hereto,  evidencing the obligation of the Borrower to repay the Loans,
and all renewals and extensions of all or any part thereof.



Notice of Interest Period Section, as defined in Section 2.3.3



Obligations, as defined in Section 3.1



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Option Purchased Shares, as defined in Section 1.2.2.



Other Mortgage Loans means Mortgage Loans originated or serviced by PWF or a PWF
Subsidiary  for  insurance   companies,   savings  banks  and  other   financial
institutions, but excluding Fannie Mae, Freddie Mac, GNMA and FHA.



PBGC means the Pension Benefit Guaranty  Corporation  created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.



Permitted Distributions, as defined in Section 7.13.2.



Permitted  Transfers  means  transfers of PWF Stock  required or permitted to be
made by any party under the Stock Purchase  Agreement or the Pledge and Security
Agreements.



Person means any individual, corporation,  partnership, trust, limited liability
company,  unincorporated  association,  business, or other legal entity, and any
government or any governmental agency or political subdivision thereof.



Pledge and Security  Agreements  means,  collectively,  the Borrower  Pledge and
Security Agreement, the Guarantor Pledge and Security Agreement, and the Pledgor
Stockholders Pledge and Security Agreement.



Pledgor Stockholders as defined in Section 1.4 and identified on Schedule 1.4.



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Pledgor Stockholders Pledge and Security Agreement means the Pledge and Security
Agreement  to be dated the date  hereof  among the Agent (for the benefit of the
Lenders) and the Pledgor Stockholders.



Preliminary  Termination  Date, as defined within the definition of "Termination
Date."



Present  Value  The term  "Present  Value"  means  the  value at the  applicable
maturity discounted to the date of prepayment using the Treasury Rate.



Prime Rate means the per annum rate of interest so designated  from time to time
by Fleet National Bank as its prime rate. The Prime Rate is a reference rate and
does not  necessarily  represent  the lowest or best rate  being  charged to any
customer.



Put/Call Advance, as defined in Section 2.1.1.



Put Option has the meaning  provided  therefor in the Stock Purchase  Agreement,
and with  respect to any  employee of PWF who may have put  options  pursuant to
such  Person's  employment  with PWF,  which put  options  shall be on terms and
conditions  comparable to the put option  provision set forth in Section 12.1 of
the Stock  Purchase  Agreement,  but  provided,  however,  that PWF  shall  have
assigned to the Borrower,  all of PWF's right,  title and interest in and to its
obligations  under  such put option at or prior to the  closing of the  exercise
thereof.



PWF means PWF Funding Inc., a Delaware corporation.



PWF Common Stock means the Common Stock,  $.01 par value per share,  of PWF, and
any securities into or for which such Common Stock hereafter may be converted or
exchanged.



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PWF Covenants as defined in Section 7.24.2.



PWF Subsidiaries mean collectively,  Larson Financial  Resources,  Inc., a New
Jersey  corporation,   and  Cambridge  Healthcare  Funding  Inc.,  a  Delaware
corporation,  and such other  Subsidiaries  created by PWF in accordance  with
the provisions  of Section 7.17.



Quarterly Payment Date as defined in Section 2.3.8.



Register as defined in Section 10.3.



Reisert  Shares means those shares of common stock of PWF which were acquired by
PWF from  Raymond J.  Reisert,  Jr.,  pursuant  to Section  7.11(a) of the Stock
Purchase  Agreement and pursuant to the letter agreement dated December 24, 2001
between PWF and Raymond Reisert.



Reportable Event as defined in Section 6.9.



Requisite  Lenders  as of any  date (i) if  there  are two (2) or fewer  Lenders
holding Commitments, "Requisite Lenders" shall mean all of such Lenders, or (ii)
if there are more than two (2) Lenders holding Commitments,  "Requisite Lenders"
shall  mean  the  Lenders  holding  at  least  sixty-five  percent  (65%) of the
outstanding principal amount of the Loans on such date; and if no such principal
is  outstanding,  the Lenders whose  aggregate  Commitments  constitute at least
sixty-five percent (65%) of the Total Commitment.



Resized Facility Amount, as defined in Section 2.1.2(iii)(a).



Security Documents, as defined in Section 3.2.



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Selling Stockholders means those Persons constituting the "Stockholders" as that
term is defined in the Stock Purchase Agreement,  or stockholders which hold Put
Options, or stockholders against which the Borrower may exercise Call Options.



Serviced  Loans  means  each of those  loans  secured  by a  mortgage  lien on a
multi-family residential property, health care facility, senior citizen facility
or other  property,  with  respect  to which PWF or any of the PWF  Subsidiaries
provide  servicing or subservicing (but only if such subservicing is technically
styled as subservicing but is performed under a contract directly between PWF or
a PWF subsidiary and Fannie Mae,  Freddie Mac, GNMA or the master servicer under
a private mortgage related security program) pursuant to a Servicing Agreement.



Servicing  Agreements  shall mean each  direct  agreement  with the owner of the
subject  Serviced Loans, as it may be amended,  pursuant to which PWF or any PWF
Subsidiaries service or subservice the Serviced Loans.



Servicing  Rights means all rights of PWF or any PWF Subsidiary as a servicer or
subservicer (but only if such subservicing is technically styled as subservicing
but is performed under a contract  directly  between PWF or a PWF subsidiary and
Fannie Mae,  Freddie Mac, GNMA or the master  servicer under a private  mortgage
related security program) of Serviced Loans



Stock Purchase Agreement means that certain Stock Purchase Agreement dated as of
October 24,  2001,  by and among the Borrower  and the  Stockholders  of PWF, as
amended by a certain First Amendment to Stock Purchase  Agreement dated November
21, 2001, and by a certain Second  Amendment to Stock Purchase  Agreement  dated
December 24, 2001, and including all schedules and exhibits thereto.



Stock  Purchase  Closing  Date  means  the date and time of the  closing  of the
Borrower's purchase of the Initial PWF Common Stock.



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Subject  Servicing  Contracts  means any  Servicing  Contract  pursuant to which
Borrower  services (a) Mortgage Loans for Fannie Mae or Ginnie Mae, (b) services
Mortgage  Loans that back  Agency  Securities  guaranteed  by Ginnie Mae, or (c)
Services FHA-insured Mortgage Loans.



Subsequent Advance as defined in Section 5.2.



Subsidiary  means any  corporation,  association,  partnership,  trust, or other
business entity of which the designated parent shall at any time own directly or
indirectly  through a Subsidiary or  Subsidiaries at least a majority (by number
of votes or controlling  interests) of the outstanding  voting interests of such
entity.



Taxable Tail Amount means, at the time of determination, the amount of so-called
"taxable tails" then included in "Total Assets."



Taxable Tail Adjustment  Amount means, at the time of  determination,  an amount
equal to 80% of the then  Taxable  Tail  Amount,  but in no event to exceed four
percent (4%) of the amount of Total Assets  (including in the  determination  of
Total Assets 100% of the Taxable Tail Amount).



Termination Date means February __, 2005 (the "Preliminary  Termination  Date"),
or such  earlier  date as of which all Put Options and Call  Options have either
(x) been exercised and the respective  closings thereunder  consummated,  or (y)
expired or terminated;  provided,  however,  if, at the Preliminary  Termination
Date (a) there remain unexpired,  unexercised Put Options and Call Options,  (b)
the  aggregate  principal  amount  of the then  outstanding  Loans is less  than
$40,000,000,  (c) no Default or Event of Default then  exists,  (d) the Borrower
has  given  the  Agent  at  least  thirty  (30)  days  notice,  which  shall  be
irrevocable,  of  its  desire  to  extend  the  Termination  Date  if all of the
conditions set forth in the within  proviso have been met as of the  Preliminary
Termination Date, and (e) on the Preliminary  Termination Date the Borrower pays
to the Agent the specified fee set forth in the Fee Letter, the Termination Date
shall be extended to be December ___, 2005, or such earlier date as of which all
Put Options and Call Options have either (A) been  exercised and the  respective
closings thereunder consummated, or (B) expired or terminated.



Termout Date, as defined in Section 2.3.8(i).



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Total Assets means, at the time of determination, all assets of the Borrower (on
an unconsolidated basis) determined in accordance with GAAP.



Total Available  Commitments means, at the time of determination,  the lesser of
(a)  the  sum of the  Commitments  of the  Lenders  at  such  time  and  (b) the
Applicable Availability Amount at such time.



Total Liabilities  means, at the time of  determination,  all liabilities of the
Borrower (on an  unconsolidated  basis),  determined in accordance with GAAP and
all  indebtedness and contingent  obligations of Borrower (on an  unconsolidated
basis),  whether or not so  classified,  including all  redemption  obligations,
hedging  liabilities,  and off-balance sheet financial  transactions as to which
there is recourse to Borrower.



Treasury Rate means,  as of the date of any  calculation or  determination,  the
latest published rate for United States Treasury Notes or Bills (but the rate on
Bills issued on a discounted  basis shall be converted to a bond  equivalent) as
published  weekly  in the  Federal  Reserve  Statistical  Release  H.15(519)  of
Selected Interest Rates in an amount which approximates (as determined by Agent)
the amount (i) approximately  comparable to the portion of the Loan to which the
Treasury  Rate  applies  for the  Interest  Period,  or  (ii)  in the  case of a
prepayment,  the  amount  prepaid  and with a maturity  closest to the  original
maturity of the installment which is prepaid in whole or in part.



True  Up  Payment  has the  meaning  provided  therefor  in the  Stock  Purchase
Agreement.



UCC  means  the  Uniform  Commercial  Code  in  effect  in the  Commonwealth  of
Massachusetts or any other applicable jurisdiction.



Variable  Rate  means,  for any day, a  fluctuating  rate per annum equal to the
Prime Rate plus twenty five basis points  (0.25%),  with  changes  therein to be
effective  on  the  effective   date  specified  by  the  Agent  in  the  public
announcement of any such change.

Variable  Rate  Advance  means  any  principal  amount  outstanding  under  this
Agreement  which,  pursuant to this  Agreement,  bears  interest at the Variable
Rate.



Yield  Guarantees  means a specified  yield guaranty to the investors in any tax
credit  investment  fund  sponsored  by the  Guarantor  or any  Affiliate of the
Guarantor.



Yield Maintenance Fee as defined in Section 2.3.15.




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