Exhibit 10(ah)









                           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
                                                                                                 ----
<S>   <C>                                                                                         <C>
1.    BACKGROUND...................................................................................1

   1.1      Defined Terms..........................................................................1
   1.2      Establishment of Facility..............................................................1
   1.3      Guarantor..............................................................................1
   1.4      Collateral.............................................................................1
   1.5      Loans..................................................................................1
   1.6      General................................................................................2
   1.7      Accounting Principles..................................................................2

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

   2.1      The Facility...........................................................................2
      2.1.1       Loan Requests....................................................................2
      2.1.2       Loan Availability................................................................3
      2.1.3       Outstanding Balance of Facility..................................................3
   2.2      Term of Loans..........................................................................3
   2.3      Interest Rate and Payment Terms........................................................3
      2.3.1       Interest Rate....................................................................3
      2.3.2       Selection To Be Made.............................................................3
      2.3.3       Notice...........................................................................3
      2.3.4       If No Notice.....................................................................4
      2.3.5       Telephonic Notice................................................................4
      2.3.6       Limits On Options, One Selection Per Month.......................................4
      2.3.7       Payment and Calculation of Interest..............................................4
      2.3.8       Principal........................................................................4
      2.3.9       Prepayment.......................................................................5
      2.3.10      Maturity.........................................................................5
      2.3.11      Method of Payment; Date of Credit................................................5
      2.3.12      Billings.........................................................................5
      2.3.13      Default Rate.....................................................................5
      2.3.14      Late Charges.....................................................................5
      2.3.15      Prepayment; Yield Maintenance....................................................5
   2.4      Loan Fees..............................................................................6
      2.4.1       Loan Fees........................................................................6
      2.4.2       Agent's Fees.....................................................................6
      2.4.3       Facility Fee.....................................................................6
   2.5      Acceleration...........................................................................6
   2.6      Additional Provisions Related to Interest Rate Selection...............................6
      2.6.1       Increased Costs..................................................................6
      2.6.2       Illegality.......................................................................7
      2.6.3       Additional LIBOR Conditions......................................................7
      2.6.4       Conversion of Interest Rate Periods..............................................7

3.    SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS...........................................7

   3.1      Security...............................................................................7
      3.1.1       Pledge and Security Agreements...................................................7
      3.1.2       Collateral Assignment of Interest Rate Protection Agreements.....................8
      3.1.3       Collateral Assignment of Rights under Stock Purchase Agreement...................8
   3.2      Loan Documents and Security Documents..................................................8

4.    CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES...........................................9

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<S>   <C>                                                                                         <C>
5.    CONDITIONS PRECEDENT.........................................................................9

   5.1      Establishment of Facility and Funding Initial Loan.....................................9
      5.1.1       Satisfactory Loan Documents......................................................9
      5.1.2       No Material Change...............................................................9
      5.1.3       Consummation of Initial Acquisition..............................................9
      5.1.4       Interest Rate Protection Agreement...............................................9
      5.1.5       Warranties and Representations Accurate..........................................9
      5.1.6       Financials.......................................................................9
      5.1.7       Validity and Sufficiency of Security Documents...................................9
      5.1.8       No Other Liens...................................................................9
      5.1.9       Organizational Documents and Entity Agreements..................................10
      5.1.10      Votes, Consents and Authorizations..............................................10
      5.1.11      Incumbency Certificate; Authorized Signers......................................10
      5.1.12      Corporate Structure.............................................................10
      5.1.13      Litigation......................................................................10
      5.1.14      Appraisals......................................................................10
      5.1.15      Evidence of Insurance...........................................................10
      5.1.16      Financial Statements............................................................10
      5.1.17      Examination of Books and Assets.................................................10
      5.1.18      Compliance with Law.............................................................11
      5.1.19      Legal and other Opinions........................................................11
      5.1.20      Borrower's Expenditures.........................................................11
      5.1.21      Payment of Fees.................................................................11
      5.1.22      No Default......................................................................11
      5.1.23      Additional Documents............................................................11
   5.2      Subsequent Advances...................................................................11
      5.2.1       Representations True; No Event of Default.......................................11
      5.2.2       No Legal Impediment.............................................................11
      5.2.3       Governmental Regulation.........................................................11
      5.2.4       Proceedings and Documents.......................................................12
      5.2.5       No Adverse Changes..............................................................12
      5.2.6       Pledge of Additional PWF Stock..................................................12
      5.2.7       Other Certificates..............................................................12

6.    WARRANTIES AND REPRESENTATIONS..............................................................12

   6.1      Financial Information.................................................................12
   6.2      No Violations.........................................................................12
   6.3      No Litigation.........................................................................12
   6.4      Franchises, Patents, Copyrights, Etc..................................................12
   6.5      Good Title and No Liens...............................................................13
   6.6      Use of Proceeds.......................................................................13
   6.7      Entity Matters........................................................................13
      6.7.1       Organization....................................................................13
      6.7.2       Ownership, Subsidiaries and Taxpayer Identification Numbers.....................13
      6.7.3       Authorization...................................................................14
   6.8      Valid and Binding.....................................................................14
   6.9      Deferred Compensation and ERISA.......................................................14
   6.10     No Materially Adverse Contracts, Etc..................................................14
   6.11     Compliance With Other Instruments, Laws, Etc..........................................14
   6.12     Tax Status............................................................................14
   6.13     Holding Company and Investment Company Acts...........................................14
   6.14     Certain Transactions..................................................................15
   6.15     Regulations U and X...................................................................15
   6.16     Loan Documents........................................................................15
   6.17     No Material Change; No Default........................................................15

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   <S>      <C>                                                                                   <C>
   6.18     No Broker or Finder...................................................................15
   6.19     Background Information and Certificates...............................................15

7.    COVENANTS...................................................................................15

   7.1      Punctual Payment......................................................................15
   7.2      Maintenance of Office.................................................................15
   7.3      Records and Accounts..................................................................16
   7.4      Notices...............................................................................16
      7.4.1       Defaults........................................................................16
      7.4.2       Notification of Claims against Collateral.......................................16
      7.4.3       Notice of Litigation and Judgments..............................................16
      7.4.4       Notice of Payments/ Claims Under Stock Purchase Agreement.......................16
   7.5      Financial Statements and Reports......................................................16
      7.5.1       Annual Statements...............................................................16
      7.5.2       Quarterly Statements............................................................16
      7.5.3       Public Filings..................................................................17
      7.5.4       Compliance Certificate..........................................................17
      7.5.5       Accountant's Letters............................................................17
      7.5.6       Additional Financial Information................................................17
      7.5.7       PWF Reporting...................................................................17
   7.6      Existence; Conduct of Business........................................................17
   7.7      Insurance.............................................................................17
   7.8      Taxes and Trade Debt..................................................................17
   7.9      Compliance with Laws, Contracts, Licenses, and Permits................................18
   7.10     Bank Accounts.........................................................................18
   7.11     Further Assurances....................................................................18
   7.12     Restrictions on Liens, Transfers and Additional Debt..................................19
      7.12.1      Restrictions on Indebtedness....................................................19
      7.12.2      Restrictions on Liens, Etc......................................................20
   7.13     Limits on Distributions...............................................................21
   7.14     Restrictions on Investments...........................................................21
   7.15     Indemnification Against Payment of Brokers' Fees......................................22
   7.16     Merger, Consolidation; Control of PWF; Ownership Interests; Identification Numbers ...22
   7.17     Subsidiaries..........................................................................22
   7.18     Loans and Advances....................................................................23
   7.19     Fiscal Year...........................................................................23
   7.20     Deposit of Proceeds; Disbursement of Loans; Other Bank Accounts.......................23
   7.21     Place for Records; Inspection.........................................................23
   7.22     Costs and Expenses....................................................................23
   7.23     Indemnification.......................................................................24
   7.24     Financial Covenants...................................................................24
      7.24.1      Borrower Financial Covenants....................................................24
      7.24.2      PWF Covenants...................................................................25
   7.25     Replacement Documentation.............................................................25
   7.26     Additional Facilities Co-Terminous and Cross Defaulted................................25

8.    EVENTS OF DEFAULT...........................................................................25

   8.1      Default and Events of Default.........................................................25
      8.1.1       Failure to Pay..................................................................25
      8.1.2       Failure to Perform (Grace)......................................................25
      8.1.3       Failure to Perform..............................................................26
      8.1.4       Breach of Representation or Warranty............................................26
      8.1.5       Failure to Pay other Indebtedness...............................................26
      8.1.6       Insolvency......................................................................26
      8.1.7       Involuntary Proceedings.........................................................26
      8.1.8       Judgments.......................................................................26

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   <S>            <C>                                                                             <C>
      8.1.9       Cancellation of Loan Documents..................................................26
      8.1.10      ERISA...........................................................................26
      8.1.11      Indictment......................................................................27
      8.1.12      Material Adverse Change.........................................................27
      8.1.13      Regarding Guarantor.............................................................27
      8.1.14      Change in Control...............................................................27
      8.1.15      Mortgage Warehousing Facility...................................................27
      8.1.16      PWF Covenants...................................................................27
   8.2      Certain Remedies......................................................................27
      8.2.1       Withhold Loan...................................................................27
      8.2.2       Accelerate Debt.................................................................27
      8.2.3       Pursue Remedies.................................................................27
      8.2.4       Power of Attorney...............................................................27
   8.3      Written Waivers.......................................................................27

9.    SECURITY INTEREST AND SET-OFF...............................................................27

   9.1      Security Interest.....................................................................27
   9.2      Set-Off...............................................................................28
   9.3      Right to Freeze.......................................................................28
   9.4      Additional Rights.....................................................................28

10.      THE AGENT AND THE LENDERS................................................................28

   10.1     Rights, Duties and Immunities of the Agent............................................28
      10.1.1      Appointment of Agent............................................................28
      10.1.2      Administration of Loans by Agent................................................29
      10.1.3      Delegation of Duties............................................................29
      10.1.4      Exculpatory Provisions..........................................................29
      10.1.5      Reliance by Agent...............................................................29
      10.1.6      Notice of Default...............................................................30
      10.1.7      Lenders' Credit Decisions.......................................................30
      10.1.8      Agent's Reimbursement and Indemnification.......................................30
      10.1.9      Agent in its Individual Capacity................................................30
      10.1.10        Successor Agent..............................................................30
      10.1.11        Duties in the Case of Enforcement............................................31
   10.2     Respecting Loans and Payments.........................................................31
      10.2.1      Procedures for Loans............................................................31
      10.2.2      Nature of Obligations of Lenders................................................31
      10.2.3      Payments to Agent...............................................................31
      10.2.4      Distribution of Liquidation Proceeds............................................32
      10.2.5      Adjustments.....................................................................32
      10.2.6      Setoff..........................................................................32
      10.2.7      Distribution by Agent...........................................................33
      10.2.8      Delinquent Lender...............................................................33
      10.2.9      Holders.........................................................................33
   10.3     Assignment and Participation..........................................................33
      10.3.1      Conditions to Assignment by Lenders.............................................33
      10.3.2      Certain Representations and Warranties.  Limitations, Covenants.................34
      10.3.3      Register........................................................................35
      10.3.4      New Notes.......................................................................35
      10.3.5      Participations..................................................................35
      10.3.6      Disclosure......................................................................35
      10.3.7      Miscellaneous Assignment Provisions.............................................35
      10.3.8      Assignment by Borrower..........................................................36
   10.4     Administrative Matters................................................................36
      10.4.1      Amendment, Waiver, Consent, Etc.................................................36
      10.4.2      Deemed Consent or Approval......................................................36

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<C>      <C>                                                                                      <C>
11.      GENERAL PROVISIONS.......................................................................37

   11.1     Notices...............................................................................37
   11.2     Payments to be Charged as an Advance..................................................38
   11.3     Parties Bound; Integration............................................................38
   11.4     Waivers, Extensions and Releases......................................................38
   11.5     Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial...................38
      11.5.1      Substantial Relationship........................................................38
      11.5.2      Place of Delivery...............................................................38
      11.5.3      Governing Law...................................................................38
   11.6     Consent to Jurisdiction...............................................................39
   11.7     JURY TRIAL WAIVER.....................................................................39
   11.8     Survival..............................................................................39
   11.9     Cumulative Rights.....................................................................39
   11.10    Claims Against Agent or Lenders.......................................................39
      11.10.1        Borrower Must Notify.........................................................39
      11.10.2        Remedies.....................................................................39
      11.10.3        Limitations..................................................................40
   11.11    Obligations Absolute..................................................................40
   11.12    Counterparts..........................................................................40
   11.13    Time Of the Essence...................................................................40
   11.14    No Oral Change........................................................................40
   11.15    Monthly Statements....................................................................40

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
         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

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                                       (v)
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                           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:

     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.

     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").

     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


                                       1
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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 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 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


                                       2
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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"):

               (a) 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.

               (b) 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.

               (c) 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.

     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


                                       3
<PAGE>



(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 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.
                ---------

               (a) 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 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).

               (b)  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


                                       4
<PAGE>



     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).

               (c) 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 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


                                       5
<PAGE>



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 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
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


                                       6
<PAGE>



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:

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

                    (i)  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

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

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

               (b)  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


                                       7
<PAGE>



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.

          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:

               (a) 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.

               (b) 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.

               (c) 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  and
     acknowledgment,  as set forth in that certain letter  agreement in the form
     of EXHIBIT 3.1.3(III).

               (d) 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.


                                       8
<PAGE>



     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:

          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.


                                       9
<PAGE>



          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.). 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.

          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


                                       10
<PAGE>



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.

          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


                                       11
<PAGE>



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  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 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.


                                       12
<PAGE>



     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.
                ------------

               (a) 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.

               (b) 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.

               (c) 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.

               (d) 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.

               (e) 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.
                -----------------------------------------------------------

               (a) 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.

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

               (c) 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


                                       13
<PAGE>



     stock have been validly issued and are fully paid and  nonassessable and no
     rights to  subscribe to 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 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.


                                       14
<PAGE>



     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 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.


                                       15
<PAGE>



     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 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.

     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


                                       16
<PAGE>



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.

          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


                                       17
<PAGE>



governmental  charges  imposed  upon  it and  its  real  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.
          ------------------

     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.

     Without limiting the generality of the foregoing

               (a) 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

               (b)  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.

               (c)  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 January 7, 2002.


                                       18
<PAGE>



     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:

               (a)  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;

               (b)  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;

               (c) 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;

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

               (e) 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;

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

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

               (h)  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;

               (i)   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;

               (j) 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);

               (k) 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;


                                       19
<PAGE>



               (l)  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);

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

               (n)  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;

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

               (p) 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:

               (a) 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);

               (b) 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;

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

               (d) presently outstanding liens listed on SCHEDULE 7.12.2 hereto;

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


                                       20
<PAGE>



               (f) 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;

               (g) 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;

               (h) [intentionally omitted];

               (i) 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);

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

               (k)  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;

               (l) 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;

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

               (n)  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));

               (o)  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);

               (p)  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:


                                       21
<PAGE>



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

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

               (c)  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;

               (d) 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

               (e) 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.
----------------------

     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.

     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.

     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.

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


                                       22
<PAGE>



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.

     7.21 PLACE FOR RECORDS; INSPECTION.
          -----------------------------

     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.

     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


                                       23
<PAGE>



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 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 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.
                 ----------------------------

               (a) 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,


                                       24
<PAGE>



     from and  after the  Termination  Date,  to be  greater  than  seventy-five
     percent (75%), tested as of June and December of each year.

               (b) 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:

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

     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

               (a) 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

               (b) 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

               (c) 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


                                       25
<PAGE>



     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;

          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


                                       26
<PAGE>



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;

          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.

          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


                                       27
<PAGE>



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  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
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


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<PAGE>



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.

          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


                                       29
<PAGE>



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 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 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
<PAGE>



(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 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.

          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


                                       31
<PAGE>



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.

     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 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.


                                       32
<PAGE>



          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 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


                                       33
<PAGE>



$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
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;

               (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.


                                       34
<PAGE>



          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 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,
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 ss.4 of the Federal Reserve Act, 12 U.S.C.
ss.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.


                                       35
<PAGE>



          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,

               (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:

     "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


                                       36
<PAGE>



     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

          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):

                           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.


                                       37
<PAGE>



     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 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.

          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.


                                       38
<PAGE>



     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 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


                                       39
<PAGE>



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 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,  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]


                                       40
<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: /S/STUART J. BOESKY
                                                             -------------------
                                                         Name: STUART J. BOESKY
                                                               ----------------
                                                         Title: PRESIDENT
                                                                ---------

AGENT:                                                   FLEET NATIONAL BANK


                                                         By: /S/JOHN F. SIMON
                                                             ----------------
                                                         Name: JOHN F. SIMON
                                                               -------------
                                                         Title: VICE PRESIDENT
                                                                --------------

LENDER:                                                  FLEET NATIONAL BANK


                                                         By: /S/JOHN F. SIMON
                                                             ----------------
                                                         Name: JOHN F. SIMON
                                                               -------------
                                                         Title: VICE PRESIDENT
                                                                --------------


                                       41
<PAGE>



                             EXHIBITS AND SCHEDULES

                                 SCHEDULE 1.2.1

             Indebtedness to be repaid during Initial Advance Period

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


                                       42
<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.

     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 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.


                                       43
<PAGE>



     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.

     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.

     DELINQUENT LENDER, as defined in Section 10.2.8.


                                       44
<PAGE>



     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.

     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.

     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.


                                       45
<PAGE>



     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
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 24,  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.

     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


                                       46
<PAGE>



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.

     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 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.


                                       47
<PAGE>



     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).

     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

     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 ss.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.


                                       48
<PAGE>



     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.

     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.

     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.


                                       49
<PAGE>



     RESIZED FACILITY AMOUNT, as defined in Section 2.1.2(iii)(a).

     SECURITY DOCUMENTS, as defined in Section 3.2.

     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.

     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  24, 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


                                       50
<PAGE>



shall be extended to be December 24, 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).

     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.


                                       51
<PAGE>



                     AMENDMENT TO ACQUISITION LOAN AGREEMENT
                     ---------------------------------------


     This Amendment to Acquisition  Loan Agreement (the  "Amendment") is made as
of September 30, 2002 by and among:

     CHARTER MAC CORPORATION,  a Delaware  corporation  having an address at 625
Madison Avenue, New York, New York 10022 (the "BORROWER");

     The  financial  institutions  party  to  Loan  Agreement  (individually,  a
"LENDER" and collectively, the "LENDERS"); and

     FLEET NATIONAL BANK, a national banking  association,  having an address at
100 Federal Street,  Boston,  Massachusetts  02110, as agent for the Lenders (in
such capacity, together with its successors in such capacity, the "AGENT")

in  consideration  of the mutual  covenants  herein contained and benefits to be
derived herefrom.

                              W I T N E S S E T H:


     WHEREAS,  on December 24,  2001,  the  Borrower,  the Agent and the Lenders
entered into a certain Acquisition Loan Agreement (as amended and in effect, the
"Loan Agreement"); and

     WHEREAS, the Borrower,  the Agent and the Lenders have agreed to modify and
amend the Loan Agreement, as provided herein.

     NOW, THEREFORE,  it is hereby agreed among the Borrower, the Agent, and the
Lenders as follows:

1.   CAPITALIZED  TERMS.  All  capitalized  terms used herein and not  otherwise
     defined shall have the same meaning herein as in the Loan Agreement.

2.   Amendment to Section 1 of Loan Agreement. Section 1.2 of the Loan Agreement
     is hereby  amended by inserting the following  provision at the end thereof
     as a new Section 1.2.3:

          1.2.3.  Notwithstanding the provisions of Section 1.2.2, the Agent and
          the Lenders hereby consent to the Borrower's  use, on a one-time basis
          only,  of the  proceeds  of  the  Loan,  in an  amount  not to  exceed
          $1,200,000.00, to make a contribution to PWF to finance PWF's purchase
          of 4,632 shares of PWF Common Stock from Raymond Reisert, which shares
          PWF shall  reserve to be made  available  to  certain of PWF's  senior
          executives in accordance  with PWF's stock option plan (the  "Reserved
          Shares").  Upon the occurrence of an Event of Default which  continues
          uncured or waived,  PWF shall pledge the Reserved  Shares to the Agent
          for the ratable benefit of the Lenders  pursuant to a pledge agreement
          in the form of the Pledge and Security  Agreement and shall deliver to
          the Agent all  certificates or instruments  representing or evidencing
          the  remaining   Reserved   Shares,   accompanied   by  any  necessary
          endorsement or duly executed  instruments of transfer or assignment in
          blank, all in form and substance satisfactory to the Agent.

3.   Amendment to Section 7 of Loan  Agreement.  Section  7.24.1(ii) of the Loan
     Agreement is hereby deleted in its entirety,  and the following substituted
     in its stead:

                           (ii) Intentionally Omitted.
                                ---------------------

4.   Amendment to Section 8 of Loan Agreement. Section 8.1 of the Loan Agreement
     is hereby  amended by inserting  the  following  provision as a new Section
     8.1.17:


<PAGE>



               8.1.17. LETTER OF CREDIT FACILITY.  The occurrence of an event of
          default under the Letter of Credit Facility.

5.   Amendments to Exhibit A of Loan Agreement.  Exhibit A of the Loan Agreement
     is hereby amended as follows:

     a.   The  definition  of  "Initial  Advance  Period"  is hereby  amended by
          deleting the following from clause (x) thereof:

                                 March 24, 2002

                  and substituting the following in its stead:

                                 January 15, 2003

     b.   The following new definition is hereby added to the Loan Agreement:

               LETTER OF CREDIT FACILITY. That certain letter of credit facility
               dated as of  December  10, 2002 by and among  others,  the Agent,
               Fleet  National Bank as a Lender and Charter  Municipal  Mortgage
               Acceptance  Company,  and  any  modifications,   amendments,   or
               restatements thereof.

6.   Amendments to Schedule  7.24.2 of Loan  Agreement.  Schedule  7.24.2 of the
     Loan Agreement is hereby amended as follows:

     a.   Paragraph 1 (Minimum Tangible Net Worth) is hereby amended by deleting
          the following from clause (x) in the first paragraph thereof:

                                 $13,000,000.00

                  and substituting the following in its stead:

                                 $22,000,000.00

     b.   Paragraph  6(c) is hereby  deleted in its entirety,  and the following
          substituted in its stead:

                    (c) As used herein "Adjusted  EBITDA" means, with respect to
               any  fiscal   period  of  PWF  and  the  PWF   Subsidiaries,   on
               consolidated  basis (among  themselves),  (i) Net Income for such
               period,  PLUS (ii) the amount of income tax  expense  deducted in
               calculating net income for that period, MINUS (iii) the amount of
               income  taxes  actually  paid  during  that  period,   PLUS  (iv)
               depreciation,  amortization  and other non-cash items deducted in
               calculating  Net  Income  for that  period,  MINUS  (v)  non-cash
               revenue included in calculating net income for that period,  PLUS
               (vi) the  amount of  interest  expense  payable  with  respect to
               Indebtedness (excluding,  however,  interest expense payable with
               respect to the  Mortgage  Warehousing  Facility)  and deducted in
               calculating net income for that period.  All intercompany  (among
               PWF, the PWF  Subsidiaries,  and the Borrower)  transactions  and
               allocations  shall be  eliminated  in  computing  PWF and the PWF
               Subsidiaries' EBITDA for any period.

7.   Ratification of Loan Documents.  Except as provided  herein,  all terms and
     conditions  of the Loan  Agreement and the other Loan  Documents  remain in
     full  force  and  effect.  The  Borrower  hereby  ratifies,  confirms,  and
     reaffirms all representations,  warranties, and covenants contained therein
     (except to the extent of changes resulting from  transactions  contemplated
     and  permitted  by the Loan  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 that  representations and
     warranties  relating expressly to an earlier date are reaffirmed as of such
     date) and acknowledge and agree that the Obligations are and continue to be


                                       2
<PAGE>



     secured by the Collateral.  The Borrower  acknowledges  and agrees that the
     Borrower does not have any offsets,  defenses, or counterclaims against the
     Agent or any Lender  thereunder,  and to the extent that any such  offsets,
     defenses,  or  counterclaims  may exist,  the  Borrower  hereby  WAIVES and
     RELEASES the Agent and the Lenders therefrom.

8.   Conditions to  Effectiveness.  This Amendment  shall not be effective until
     each of the  following  conditions  precedent  have been  fulfilled  to the
     satisfaction of the Agent:

     a.   This  Amendment  shall have been duly  executed  and  delivered by the
          respective  parties  hereto and, shall be in full force and effect and
          shall be in form  and  substance  satisfactory  to the  Agent  and the
          Lenders.

     b.   All  action  on the  part of the  Borrower  necessary  for  the  valid
          execution,  delivery and performance by the Borrower of this Amendment
          shall  have  been duly and  effectively  taken  and  evidence  thereof
          satisfactory to the Agent shall have been provided to the Agent.

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

9.   Miscellaneous.

     a.   This  Amendment  may be executed in several  counterparts  and by each
          party on a separate  counterpart,  each of which when so executed  and
          delivered  shall  be an  original,  and all of  which  together  shall
          constitute one instrument.

     b.   This Amendment expresses the entire  understanding of the parties with
          respect to the transactions contemplated hereby. No prior negotiations
          or discussions shall limit, modify, or otherwise affect the provisions
          hereof.

     c.   Any  determination  that  any  provision  of  this  Amendment  or  any
          application hereof is invalid, illegal or unenforceable in any respect
          and in any  instance  shall not  effect  the  validity,  legality,  or
          enforceability  of  such  provision  in  any  other  instance,  or the
          validity,  legality or  enforceability of any other provisions of this
          Amendment.

     d.   The Borrower  shall pay on demand all costs and expenses of the Agent,
          including,   without   limitation,   reasonable   attorneys'  fees  in
          connection with the preparation,  negotiation,  execution and delivery
          of this Amendment.

     e.   The Borrower  warrants and represents  that the Borrower has consulted
          with  independent  legal  counsel  of  the  Borrower's   selection  in
          connection   with  this   Amendment   and  is  not   relying   on  any
          representations  or warranties of the Agent or its counsel in entering
          into this Amendment.

                  [remainder of page left intentionally blank]


                                       3
<PAGE>



     IN WITNESS  WHEREOF,  the parties have hereunto caused this Amendment to be
executed  and  their  seals to be  hereto  affixed  as of the date  first  above
written.



BORROWER:                                                CHARTER MAC CORPORATION


                                                         By: /S/STUART J. BOESKY
                                                             -------------------
                                                         Name: STUART J. BOESKY
                                                               ----------------
                                                         Title: PRESIDENT
                                                                ---------

AGENT:                                                   FLEET NATIONAL BANK


                                                         By: /S/JOHN F. SIMON
                                                             ----------------
                                                         Name: JOHN F. SIMON
                                                               -------------
                                                         Title: VICE PRESIDENT
                                                                --------------

LENDER:                                                  FLEET NATIONAL BANK


                                                         By: /S/JOHN F. SIMON
                                                             ----------------
                                                         Name: JOHN F. SIMON
                                                               -------------
                                                         Title: VICE PRESIDENT
                                                                --------------


727469.5


                                       4
<PAGE>



                 SECOND AMENDMENT TO ACQUISITION LOAN AGREEMENT
                 ----------------------------------------------

     THIS SECOND AMENDMENT TO ACQUISITION  LOAN AGREEMENT (this  "Amendment") is
made as of March 31,  2003,  by and among  CHARTER MAC  CORPORATION,  a Delaware
corporation  (the  "Borrower");   the  LENDERS  party  to  this  amendment  (the
"Lenders");  and FLEET NATIONAL BANK, a national banking association  ("Fleet"),
as agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent").

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower,  the Agent,  and the  Lenders  are parties to that
certain  Acquisition  Loan  Agreement  (as  amended  and in  effect,  the  "Loan
Agreement"), dated as of December 24, 2001; and

     WHEREAS,  effective as of the date hereof Merrill Lynch Commercial  Finance
Corp. ("Merrill Lynch") has become a Lender under the Loan Agreement pursuant to
an Assignment and Acceptance between it and Fleet (in its capacity as a Lender),
holding a Commitment and having the Commitment  Percentage specified on SCHEDULE
11 hereto; and

     WHEREAS,  effective as of the date hereof Residential  Funding  Corporation
("RFC") has become a Lender under the Loan  Agreement  pursuant to an Assignment
and  Acceptance  between it and Fleet (in its  capacity as a Lender),  holding a
Commitment and having the Commitment Percentage specified on SCHEDULE 11 hereto;
and

     WHEREAS, the Borrower,  the Agent, and the Lenders have agreed to amend the
Loan Agreement as provided herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.   CAPITALIZED  TERMS.  All  capitalized  terms used herein and not  otherwise
     defined shall have the same meaning herein as in the Loan Agreement.

2.   Amendment to Section 5.2 of Loan Agreement.  The introductory  paragraph to
     Section 5.2 of the Loan Agreement is hereby deleted in its entirety and the
     following substituted therefor:

               "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  (with the  consent  of the
          Requisite  Lenders or all of the Lenders,  as may be applicable) at or
          prior to the time of each such Subsequent Advance:"

3.   Amendment to Section 9.2 of the Loan Agreement.  Clause (a) of the sentence
     in Section 9.2 of the Loan Agreement  immediately following the capitalized
     text  therein  is  hereby  deleted  in  its  entirety,  and  the  following
     substituted therefor:

               "(a) if an amount to be set off is to be applied to  indebtedness
          of the Borrower to such Lender,  other than the Obligations  evidenced
          by the Note held by such  Lender,  unless  such amount is held by such
          Lender in connection  with a specific  relationship  with the Borrower
          other than that evidenced by the Loan Documents,  such amount shall be
          applied  ratably to such  other  indebtedness  and to the  Obligations
          evidenced by the Note held by such Lender, and"

4.   Amendments  to  Section  10 of the Loan  Agreement.  Section 10 of the Loan
     Agreement is hereby amended as follows:


<PAGE>



     a.   Clause (iii) of Section  10.1.4 is hereby  deleted in its entirety and
          the following substituted therefor:

               "(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,  except as may be specifically
          provided in this Loan Agreement or the Exhibits hereto (subject to the
          immediately  preceding sentence),  or any information contained in the
          books or records of the Borrower;"

     b.   Section  10.1 is hereby  amended by adding the  following  new Section
          10.1.12 immediately after Section 10.1.11:

               "10.1.12  DISTRIBUTIONS OF NOTICES AND DOCUMENTS.  The Agent will
          forward to each Lender,  promptly after the Agent's receipt thereof, a
          copy of each notice or other document  furnished to the Agent pursuant
          to this Loan Agreement  other than routine  communications  associated
          with requests for Loans or determinations  of Collateral  eligibility,
          other  routine or  nonmaterial  communications,  notices or  documents
          required  by any of Loan  Documents  to be  furnished  directly to the
          Lenders by the Borrower, or of which the Agent has knowledge that such
          notice  or  document  otherwise  had been  forwarded  directly  to the
          Lenders other than by the Agent."

     c.   The  second  sentence  of  Section  10.2.1 is hereby  deleted  and the
          following substituted therefor:

               "Each such notice shall be  accompanied  by a written  summary of
          the  request  for a Loan  and a  calculation  of the  then  Applicable
          Availability  Amount,  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."

     d.   The last two  sentences of Section  10.3.7 are hereby  deleted and the
          following substituted therefor:

               "Anything  contained  in  this  Section  10.3.7  to the  contrary
          notwithstanding,  (a) 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 ss.4 of the Federal Reserve Act,
          12 U.S.C. ss.341, and (b) any Lender may assign, pledge or participate
          its  interests,  rights and  obligations  under  this Loan  Agreement,
          including  its right to receive and retain  payments  on its Note,  in
          connection  with any  arrangement  maintained  by such  Lender to fund
          credit facilities  provided by that Lender;  PROVIDED,  HOWEVER,  that
          such Lender shall remain  primarily and directly  liable to timely and
          fully perform all of its obligations under this Loan Agreement, and no
          such  pledge or the  enforcement  thereof  shall  release  the pledgor
          Lender from its  obligations  hereunder or under any of the other Loan
          Documents   or  require  the   Borrower  to  have  direct   duties  or
          responsibilities   to  more  than  one  such  assignee,   pledgee,  or
          participant of such pledgor Lender under this sentence. "

     e.   The last paragraph of Section 10.4.2 is hereby deleted in its entirety
          and the following substituted therefor:

               "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


                                       2
<PAGE>



          receipt of such  notice;  PROVIDED,  HOWEVER,  that,  upon the written
          request of any Lender for  additional  time to consider  such proposed
          action or course of conduct in  accordance  with the  requirements  of
          such Lender's  internal  review process,  the foregoing  10-day period
          shall  be  extended  by the  Agent  for up to an  additional  ten (10)
          calendar days."

     5.   Amendment to Section 11.4 of Loan Agreement.  Section 11.4 of the Loan
          Agreement  is  hereby  deleted  in  its  entirety  and  the  following
          substituted therefor:

               "11.4  WAIVERS,  EXTENSIONS  AND  RELEASES.  Except as  otherwise
          provided  herein,  the  Agent,  the  Requisite  Lenders  or all of the
          Lenders,  as  applicable,  may 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."

     6.   Amendment  to  Schedule  11.  Schedule  11 is  hereby  deleted  in its
          entirety  and  the  schedule   attached   hereto  as  Schedule  11  is
          substituted therefor.

     7.   Ratification  of Loan Documents;  Acknowledgments.  Except as provided
          herein,  all terms and  conditions of the Loan Agreement and the other
          Loan Documents remain in full force and effect. The Borrower hereby:

          a.   Ratifies,    confirms,   and   reaffirms   all   representations,
               warranties, and covenants contained therein (except to the extent
               of changes resulting from transactions contemplated and permitted
               by the Loan Agreement and the other Loan  Documents,  changes due
               to entering into  agreements by Charter Mac  Corporation  and its
               Affiliates with the principals of Related Capital Company for the
               acquisition of their interests in Related Capital Company and its
               Affiliates,  and  changes  occurring  in the  ordinary  course of
               business  that  singly  or in the  aggregate  are not  materially
               adverse,  and except that representations and warranties relating
               expressly to an earlier date are  reaffirmed as of such date) and
               acknowledges  and agrees that the Obligations are and continue to
               be secured by the Collateral.

          b.   Acknowledges  and  agrees  that  the  Borrower  does not have any
               offsets,  defenses,  or  counterclaims  against  the Agent or any
               Lender  thereunder,  and to the  extent  that any  such  offsets,
               defenses,  or counterclaims may exist, the Borrower hereby WAIVES
               and RELEASES the Agent and the Lenders therefrom.

          c.   Represents and warrants that:

               i.   As of the date the  Borrower  executes  this  Amendment,  no
                    Default  or Event of Default  exists,  nor will a Default or
                    Event  of  Default  exist as of the  effective  date of this
                    Amendment.

               ii.  This  Amendment  has been,  and the  respective  Notes to be
                    issued  to  Fleet,  Merrill  Lynch,  and RFC will  be,  duly
                    executed  and  delivered  on  behalf  of the  Borrower,  and
                    constitute  the legal,  valid and binding  obligation of the
                    Borrower,  enforceable  against the  Borrower in  accordance
                    with  their  terms,  subject  to the  effect  of  applicable
                    bankruptcy  and other  similar laws  affecting the rights of
                    creditors  generally and the effect of equitable  principles
                    whether applied in an action at law or a suit in equity.


                                       3
<PAGE>



     8.   Guaranty. The Guarantor hereby reaffirms its Guaranty, and agrees that
          neither  the  execution  of  this   Amendment,   the   performance  or
          consummation of any of the transactions  contemplated  hereby,  or any
          subsequent modification,  extension, renewal, amendment, supplement or
          restatement of the Loan Agreement, including any increase or reduction
          in the Total Available Commitments (or any Lender's Commitment), shall
          in any way limit,  restrict,  qualify,  or extinguish  their liability
          under the terms of its Guaranty, whether or not the Guarantor executes
          a confirmation  of its Guaranty in connection with any such subsequent
          modification,    extension,   renewal,   amendment,    supplement   or
          restatement, or increase or reduction.

     9.   Conditions to  Effectiveness.  This  Amendment  shall not be effective
          until each of the following  conditions  precedent have been fulfilled
          to the satisfaction of the Agent and the Lenders:

          a.   This Amendment shall have been duly executed and delivered by the
               respective  parties  hereto  (including  the  Guarantor  for  the
               purposes  of  Section  8 hereof)  and shall be in full  force and
               effect.

          b.   All action on the part of the  Borrower  necessary  for the valid
               execution,  delivery  and  performance  by the  Borrower  of this
               Amendment shall have been duly and effectively taken and evidence
               thereof satisfactory to the Agent shall have been provided to the
               Agent.

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

          d.   The Borrower  shall have duly  executed  and  delivered to Fleet,
               Merrill  Lynch,  and RFC their  respective  Notes and shall  have
               provided copies thereof to the Agent.

          e.   No  Default  or Event  of  Default  shall  have  occurred  and be
               continuing.

     10.  Miscellaneous

          a.   This  Amendment  may be executed in several  counterparts  and by
               each  party on a  separate  counterpart,  each of  which  when so
               executed and  delivered  shall be an  original,  and all of which
               together shall constitute one instrument.

          b.   This Amendment expresses the entire  understanding of the parties
               with respect to the transactions  contemplated  hereby.  No prior
               negotiations  or discussions  shall limit,  modify,  or otherwise
               affect the provisions hereof.

          c.   The  Borrower  shall pay on demand all costs and  expenses of the
               Agent, including,  without limitation, upon receipt of an invoice
               therefor,  reasonable  attorneys'  fees in  connection  with  the
               preparation,   negotiation,   execution   and  delivery  of  this
               Amendment.

          d.   This Amendment  shall be governed in accordance with the internal
               laws of the  Commonwealth  of  Massachusetts  (without  regard to
               conflict of laws principles) as an instrument under seal.

          e.   The  Borrower  warrants  and  represents  that the  Borrower  has
               consulted  with  independent  legal  counsel  of  the  Borrower's
               selection in connection with this Amendment and is not relying on
               any representations or warranties of the Agent or its counsel, or
               of any Lender, in entering into this Amendment.


      [Remainder of page left intentionally blank; signature page follows]


                                       4
<PAGE>



     IN WITNESS  WHEREOF,  the parties have hereunto caused this Amendment to be
executed  and  their  seals to be  hereto  affixed  as of the date  first  above
written.


                                   CHARTER MAC CORPORATION

                                   By: /S/STUART J. BOESKY
                                       -------------------
                                   Name: STUART J. BOESKY
                                         ----------------
                                   Title: PRESIDENT
                                          ---------

                                   FLEET NATIONAL BANK, as Agent and as a Lender

                                   By: /S/JOSHUA A. GREEN
                                       ------------------
                                   Name: JOSHUA A. GREEN
                                         ---------------
                                   Title: DIRECTOR
                                          --------

                                   MERRILL LYNCH COMMERCIAL FINANCE CORP.

                                   By: /S/CHARLES E. SCHWEITZER
                                       ------------------------
                                   Name: CHARLES E. SCHWEITZER
                                         ---------------------
                                   Title: DIRECTOR
                                          --------


Accepted and Agreed:

CHARTER MUNICIPAL MORTGAGE
ACCEPTANCE COMPANY, as Guarantor

By: /S/STUART J. BOESKY
    -------------------
Name: STUART J. BOESKY
      ----------------
Title: CHIEF EXECUTIVE OFFICER
       -----------------------


                                       S-1
<PAGE>



                                   SCHEDULE 11
                                   -----------

              COMMITMENTS; COMMITMENT PERCENTAGES; NOTICE ADDRESSES
              -----------------------------------------------------

<TABLE>
<CAPTION>

              Lender                     Commitment        Commitment Percentage
--------------------------------------------------------------------------------
<S>                                      <C>                       <C>
Fleet National Bank                      $20,000,000               50.0%
Merrill Lynch Commercial Credit Corp.    $10,000,000               25.0%
Residential Funding Corporation          $10,000,000               25.0%

</TABLE>

FOR NOTICES:
-----------

Fleet National Bank
One Federal Street
Boston, Massachusetts 02110
Attention: Mr. John F. Simon
            Mail Stop: MA DE 10304X
              Fax No.: (617) 346-4670


Merrill Lynch Commercial Finance Corp.
4 World Financial Center, 22nd Floor
New York, New York 10080
Attention:  Mr. Josh Green
              Fax No.: (212) 449-6673


Residential Funding Corporation
7501 Wisconsin Avenue, Suite 900
Bethesda, MD 20814
Attention: Mr. Chuck Schweitzer, Director
              Fax No.: (301) 215-7212


                                     S-11-1
<PAGE>



                  THIRD AMENDMENT TO ACQUISITION LOAN AGREEMENT
                  ---------------------------------------------


     THIS THIRD AMENDMENT TO ACQUISITION  LOAN AGREEMENT  (this  "Amendment") is
made as of November___,  2003, by and among CHARTER MAC CORPORATION,  a Delaware
corporation  (the  "Borrower");   the  LENDERS  party  to  this  amendment  (the
"Lenders");  and FLEET NATIONAL BANK, a national banking association  ("Fleet"),
as agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent").

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower,  the Agent,  and the  Lenders  are parties to that
certain  Acquisition  Loan  Agreement  (as  amended  and in  effect,  the  "Loan
Agreement"), dated as of December 24, 2001; and

     WHEREAS,  the Borrower and Charter Municipal  Mortgage  Acceptance  Company
(the "Guarantor") intend to acquire through their subsidiary, CharterMac Capital
Company,  LLC, one hundred  percent (100%) of the of the ownership  interests of
Related  Capital   Company,   a  New  York  general   partnership   ("RCC")  and
substantially all of the businesses operated by RCC, except for certain excluded
assets (collectively, the "RCC Acquisition"); and

     WHEREAS,  the Borrower and the Guarantor  have requested that the Agent and
the Lenders  modify and amend certain  provisions of the Loan Agreement so as to
enable the Borrower and the Guarantor to consummate the RCC Acquisition; and

     WHEREAS, the Borrower, the Agent, and the Lenders have agreed to modify and
amend certain  provisions of the Loan Agreement so as to enable the Borrower and
the Guarantor to consummate the RCC Acquisition, all as provided herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.   CAPITALIZED  TERMS.  All  capitalized  terms used herein and not  otherwise
     defined shall have the same meaning herein as in the Loan Agreement.

2.   Amendment  to Section 2 of the Loan  Agreement.  Section  2.4.3 of the Loan
     Agreement is hereby amended by deleting the following text from the 9th and
     10th lines thereof:

               "the number of days during such calendar quarter"

          and substituting in its stead, the following:

               "ninety (90) days"

3.   Amendments  to  Section  6 of the  Loan  Agreement.  Section  6 of the Loan
     Agreement is hereby amended as follows:

     a.   Section 6.3 of the Loan  Agreement is hereby  deleted in its entirety,
          and the following substituted in its stead:

               "6.3 NO LITIGATION. Except as set forth on SCHEDULE 6.3 there are
          no actions,  suits,  proceedings or investigations of any kind pending
          or,  to  the  knowledge  of  the  Borrower,  threatened,  against  the
          Borrower, the Guarantor,  the Guarantor's  Subsidiaries,  PWF, the PWF
          Subsidiaries,  or Charter  Mac Capital  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


<PAGE>



          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."

     b.   Section 6.7.1 of the Loan Agreement is hereby amended by inserting the
          following at the end thereof:

               "(vi) Charter Mac Capital is a duly  organized  validly  existing
          limited  liability 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.

               (vii) Related Capital  Company,  LLC is a duly organized  validly
          existing limited  liability company 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.

               (vii) RCC Credit  Facility,  L.L.C.  is a duly organized  validly
          existing limited  liability company 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."

     c.   Section  6.7.2(i) of the Loan  Agreement is hereby amended by deleting
          the first  sentence  thereof,  and the  following  substituted  in its
          stead:

               "(i) All of the stockholders (or members,  as applicable) of each
          of the  Borrower,  PWF,  Charter  Mac  Capital,  and  Related  Capital
          Company, LLC, and a description of the ownership interests held by the
          same  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."

     d.   Section  6.7.2 (iii) of the Loan  Agreement  is hereby  deleted in its
          entirety, an the following substituted in its stead:

               "(iii) The Borrower, the Guarantor,  PWF, and Charter Mac Capital
          are each the owner, free and clear of all liens and  encumbrances,  of
          all of the issued and outstanding  capital stock which they purport to
          own of each of their respective Subsidiaries, except for

               (w) the  pledge  by the  Borrower  to the Agent  pursuant  to the
               Borrower   Pledge  and  Security   Agreement  of  its  legal  and
               beneficial ownership interests in PWF;

               (x) the  pledge by the  Guarantor  to the Agent  pursuant  to the
               Guarantor  Pledge  and  Security   Agreement  of  its  legal  and
               beneficial ownership interests in the Borrower;

               (y) the  pledge  by the  Guarantor  to  Wachovia  Bank,  National
               Association, pursuant to the terms and conditions of the Wachovia
               Credit Agreements, of its legal and beneficial ownership interest
               in CM Holding Trust, and


                                       2
<PAGE>



               (z) the pledge by CM Holding Trust,  to Wachovia  Bank,  National
               Association, pursuant to the terms and conditions of the Wachovia
               Credit Agreements, of its legal and beneficial ownership interest
               in Charter Mac Equity Issuer Trust.

               Except as set forth on Schedule  6.7.2,  all shares of such stock
               have been validly issued and are fully paid and nonassessable and
               no  rights  to  subscribe  to any  additional  shares  have  been
               granted,  and  no  options,   warrants,  or  similar  rights  are
               outstanding except as set forth on SCHEDULE 6.7.2."

     e.   Section 6.11 of the Loan  Agreement is hereby amended by inserting the
          words "or  Charter  Mac  Capital"  after  the word  "PWF" in the first
          sentence thereof.

     f.   Section 6.12 of the Loan  Agreement is hereby amended by inserting the
          words  "and  Charter  Mac  Capital"  after the word "PWF" in the first
          sentence thereof.

4.   Amendments  to  Section  7 of the  Loan  Agreement.  Section  7 of the Loan
     Agreement is hereby amended as follows:

     a.   Section 7.4.3 of the Loan Agreement is hereby amended by inserting the
          words "and  Charter Mac Capital  and the  Subsidiaries  of Charter Mac
          Capital" after the words "PWF and the PWF Subsidiaries" where the same
          appear in the first and second sentences of said Section 7.4.3.

     b.   Section 7.6 of the Loan Agreement is hereby amended as follows:

          i.   by deleting from clause (a) thereof, subclauses (iv) and (v), and
               substituting the following in their stead:

               "(iv) intentionally omitted, and (v) intentionally omitted"

          ii.  by inserting the following at the end of clause (a) thereof:

                    "and (vi)  Charter  Mac  Capital's  existence  as a Delaware
                    limited  liability   company,   and  (vii)  Related  Capital
                    Company,  LLC `s existence as a Delaware  limited  liability
                    company,  and (viii) RCC Credit Facility,  L.L.C's existence
                    as a Delaware limited liability company,"

          iii. by  inserting   the  words  "and  Charter  Mac  Capital  and  the
               Subsidiaries of Charter Mac Capital" after the words "PWF and its
               Subsidiaries" where the same appear in clause (c) thereof.

          iv.  by  deleting  the last  sentence  thereof  and  substituting  the
               following in its stead:

                    "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,  LLC
                    (which business operations primarily consist of syndications
                    of  equity  in   Projects)   and  the   Guarantor   and  its
                    Subsidiaries."

     c.   Section 7.7 of the Loan  Agreement is hereby  amended by inserting the
          words "and  Charter Mac Capital  and the  Subsidiaries  of Charter Mac
          Capital" afer the word "PWF" in the first sentence thereof.

     d.   Section 7.9 of the Loan  Agreement is hereby  amended by inserting the
          words "and  Charter Mac Capital  and the  Subsidiaries  of Charter Mac
          Capital" after the words "PWF and the PWF  Subsidiaries"  in the first
          sentence thereof.

     e.   Section  7.11.2 of the Loan  Agreement is hereby  amended by inserting
          the following at the end thereof:


                                       3
<PAGE>

               "(iv) the  Borrower  will  provide  the Agent with  copies of all
          proposed  amendments to the RCC Warehouse Loan Agreement together with
          a fully  executed  copy of any final  amendments  to the RCC Warehouse
          Loan  Agreement  reasonably   contemporaneously   with  the  execution
          thereof."

     f.   Section 7.12.1 of the Loan Agreement is hereby amended as follows:

          i.   Section  7.12.1(x)  of the Loan  Agreement  is hereby  amended by
               inserting the following proviso at the end thereof:

               "The foregoing  provision shall not apply to the  Subsidiaries of
               Charter Mac Company,  and such Persons may incur Indebtedness (a)
               which does not exceed  $1,000,000,  provided  the  Agent's  prior
               consent to such  Indebtedness is obtained,  and (b) which exceeds
               $1,000,000,  provided the Required Lenders' prior consent to such
               Indebtedness is obtained."

          ii.  Section 7.12.1(xi) of the Loan Agreement is hereby deleted in its
               entirety, and the following substituted in its stead:

               "(xi)  Secured  Indebtedness  incurred  by the  Borrower  and the
               Guarantor for the purchase  price of capital  assets  incurred in
               the  ordinary  course  of  business  (other  than  real  estate),
               subject,  however, to the limitations that such Indebtedness does
               not exceed the lesser of the cost of such  capital  assets or its
               fair  market  value at the  time of  acquisition  and  that  such
               Indebtedness shall not exceed in the aggregate $500,000.00."

          iii. Section  7.12.1(xiv)  of the Loan  Agreement is hereby deleted in
               its entirety, and the following substituted in its stead:

               "(xiv)  Contingent  Liabilities  incurred by the Borrower and the
               Guarantor not in excess of $250,000,000.00, in the aggregate. The
               determination  of  the  amount  of  the  Guarantor's   Contingent
               Liabilities shall be calculated as described in the Guaranty."

          iv.  by inserting the following at the end thereof:

               "(xvii)  Indebtedness  of Related Capital  Company,  LLC (without
          duplication  of the  Indebtedness  referred to herein)  consisting  of
          borrowed   money  not  to  exceed  Five  Million  and  00/100  Dollars
          ($5,000,000) in the aggregate;

               (xviii) Guaranty by the Borrower and Related Capital Company, LLC
          of the obligations of RCC Credit  Facility,  L.L.C. , and other credit
          support provided by Related Capital  Company,  LLC pursuant to the RCC
          Warehouse Loan Agreement;

               (xix)  Indebtedness  of the  Borrower  pursuant  to the  Wachovia
          Credit Agreements;

               (xx)  Indebtedness  on open account  incurred by the Borrower for
          the purchase price of services, materials and supplies incurred by any
          of Related Capital  Company,  LLC, the Guarantor,  Charter Mac Capital
          and the Borrower or any Property Partnership in the ordinary course of
          business (not as a result of  borrowing),  so long as all of such open
          account Indebtedness shall be promptly paid and discharged when due or
          in conformity with customary trade terms and practices, except for any
          such open account  Indebtedness which is being contested in good faith
          by any of Related Capital Company, the Guarantor,  Charter Mac Capital
          and the  Borrower,  as the case may be or such  Property  Partnership,
          respectively, as to which adequate reserves required by GAAP have been
          established  and  are  being  maintained  and as to  which  no lien or
          encumbrance  has  been  placed  on any  property  of  Related  Capital
          Company, LLC, the Guarantor,  Charter Mac Capital and the Borrower, as
          the case may be or such Property Partnership, respectively;


                                       4
<PAGE>



               (xxi)  Indebtedness  incurred by RCC Credit  Facility,  L.L.C. in
          favor  Related  Capital  Company,  LLC to the  extent  of: (a) two and
          one-half  percent (2.5%) of the sums required by RCC Credit  Facility,
          L.L.C. to fund pre-development  loans and (b) two and one-half percent
          (2.5%) of the sums  required by RCC Credit  Facility,  L.L.C.  to fund
          capital contributions and direct investments in Property Partnerships,
          in each case in the ordinary  course of their  respective  businesses,
          consistent with past practices."

     g.   Section  7.12.2 of the Loan  Agreement is hereby  amended by inserting
          the following at the end thereof:

               "(xvii) liens in favor of Fleet National Bank, as agent on behalf
          of the lenders pursuant to the RCC Warehouse Loan Agreement;

               (xviii) Liens or encumbrances  granted by a Property  Partnership
          (i) to such Property Partnership's construction lender in the ordinary
          course of  business  or  pledges  to such  construction  lender in the
          ordinary  course of  business  of its  security  interest  in  limited
          partnership  interests  pursuant to a pledge  agreement  (a  "Property
          Partnership  Pledge") or the  interests in such  Property  Partnership
          held by its special limited  partner,  or (ii) consisting of mortgages
          to other  lenders  providing  any other  financing  required  for site
          acquisition for or construction of the subject Project;

               (xix) Liens or encumbrances granted by the owner of a Project (i)
          to  the  RCC  Credit   Facility,   L.L.C.,   in   connection   with  a
          pre-development  project in order to secure a pre-development loan, or
          (ii) of the  type  described  in  clause  (i) or  (ii)  of  subsection
          (xviii)above;

               (xx) Liens or  encumbrances  granted by the RCC Credit Facility ,
          L.L.C. pursuant to the Property Partnership Pledges; and

               (xxi)  Liens  granted  by  investment   partnerships  created  in
          connection  with a Project or RCC Credit  Facility,  L.L.C.  to secure
          their  respective  deferred   contribution   obligations  to  Property
          Partnerships."

     h.   Section 7.14 of the Loan  Agreement is hereby amended by inserting the
          following at the end thereof:

               "(vi)  Investments in direct  obligations of the United States of
          America  or  of  any  state,  U.S.  federal  agency   obligations  and
          commercial  paper  designated as "prime" by the National Credit Office
          of Dun & Bradstreet; and

               (vii) Pre-development  loans made by RCC Credit Facility,  L.L.C.
          to Projects in the ordinary  course of its business,  consistent  with
          past practices."

     i.   Section 7.16 of the Loan Agreement is hereby amended as follows:

          i.   Section  7.16.1  of the  Loan  Agreement  is  hereby  amended  as
               follows:

               a)   by inserting the following  text after the word  "Mortgages"
                    in the parenthetical clause of said Section:

                    ",  and  as  to  Related  Capital   Company,   LLC  and  its
                    Subsidiaries,  to the extent  permitted  pursuant to the RCC
                    Warehouse Loan Agreement)"

               b)   by inserting the following provision at the end thereof:

                    "or (iii) mergers or  consolidations  of Subsidiaries  which
                    are directly a result of, or are  consummated  in connection
                    with the consummation of the RCC Acquisition."


                                       5
<PAGE>



          ii.  Section  7.16.3  of the  Loan  Agreement  is  hereby  amended  by
               inserting the following at the end thereof:

          ", (iv) the one (1) time  issuance of common units and special  common
     units by Charter Mac Capital in connection with the consummation of the RCC
     Acquisition,  and (iv) the issuance by Related Capital Company, LLC and its
     Subsidiaries of equity interests in syndication  entities to investors,  in
     the ordinary course of its business, consistent with past practices."

5.   Amendment  to  Section  8 of the Loan  Agreement.  Section  8.1 of the Loan
     Agreement is hereby amended as follows:

     a.   Section 8.1.14 is hereby amended by inserting the following  provision
          at the end thereof:

               ", or a Change in Control shall have occurred with respect to the
          Guarantor;"

     b.   by inserting the following provisions after Section 8.1.17, thereof:

               "8.1.18.  BOND  WAREHOUSE  CREDIT  AND  SECURITY  AGREEMENT.  The
          occurrence of an event of default (however defined or described) under
          the Bond Warehouse Credit and Security Agreement.

               8.1.19. RCC WAREHOUSE LOAN AGREEMENT.  The occurrence of an event
          of default (however defined or described) under the RCC Warehouse Loan
          Agreement.

               8.1.20. WACHOVIA CREDIT AGREEMENTs. The occurrence of an event of
          default  (however  defined  or  described)  under any of the  Wachovia
          Credit Agreements.

               8.1.21.  FLEET FINANCINGS.  The occurrence of an event of default
          (however defined or described) under any other Fleet Financing."

6.   AMENDMENTS TO EXHIBIT A. Exhibit A to the Loan  Agreement is hereby amended
     by inserting the following new definitions in their respective alphabetical
     orders:

     a.   "BOND  WAREHOUSE  CREDIT AND  SECURITY  AGREEMENT  means that  certain
          Tax-Exempt  Bond Line of Credit  and  Security  Agreement  dated as of
          March 26, 2003 by and among  Charter Mac Equity  Issuer  Trust,  Fleet
          National Bank, in its capacity as Administrative Agent, Wachovia Bank,
          National Association, as Syndication Agent, Fleet Securities, Inc. and
          Wachovia Securities, Inc., as Co-Lead Arrangers, and the lenders party
          thereto, as amended and in effect."

     b.   "CHANGE IN CONTROL means the  occurrence of any of the following  with
          respect  to the  Guarantor:  (i) any  merger or  consolidation  of the
          Guarantor  with or into any  Person  or any  sale,  transfer  or other
          conveyance, whether direct or indirect, of all or substantially all of
          the  assets  of  the  Guarantor,  on  a  consolidated  basis,  in  one
          transaction or a series of related transactions, if, immediately after
          giving  effect to such  transaction,  any  Person or group of  Persons
          (within  the  meaning of Section 13 or 14 of the  Securities  Exchange
          Act) is or becomes the  beneficial  owner  (within the meaning of Rule
          13d-3 promulgated by the Securities and Exchange  Commission under the
          Securities  Exchange Act) of the common shares representing a majority
          of the total voting power of the aggregate  outstanding  securities of
          the transferee or surviving  entity  normally  entitled to vote in the
          election of directors,  managers, or trustees,  as applicable,  of the
          transferee  or surviving  entity,  (ii) any Person or group of Persons
          (within  the  meaning of Section 13 or 14 of the  Securities  Exchange
          Act) is or becomes the  beneficial  owner  (within the meaning of Rule
          13d-3 promulgated by the Securities and Exchange  Commission under the
          Securities  Exchange Act) of the common shares representing a majority
          of total voting power of the  aggregate  outstanding  common shares of
          the Guarantor  normally  entitled to vote in the election of directors
          of the Guarantor,  (iii) during any period of 12 consecutive  calendar
          months, individuals who were directors or trustees of the Guarantor on
          the first  day of such  period  (together  with any new  directors  or
          trustees whose election by the board of directors or board of trustees
          of the Guarantor or whose  nomination for election by the stockholders
          of the Guarantor was approved by a vote of a majority of the directors


                                       6
<PAGE>



          or  trustees  then still in office who were  either  directors  at the
          beginning of such period or whose  election or nomination for election
          was  previously  so  approved)  cease for any reason to  constitute  a
          majority of the board of directors of the Guarantor,  or (iv) the sale
          or  disposition,  whether  directly or  indirectly,  by the  Guarantor
          and/or their  respective  Subsidiaries  (whether  pursuant to a single
          transaction  or series of related  transactions)  of  tangible  assets
          representing  more than 25% of the  Guarantor's  Tangible  Assets  (as
          defined in the  Guaranty),  as of the date of such sale or disposition
          (other  than  sales of  assets  into  securitization  programs  in the
          ordinary  course  of the  Guarantor's  business  consistent  with past
          practices;   provided,  however,  that  such  assets  continue  to  be
          consolidated on the Guarantor's balance sheet in accordance with GAAP,
          and that the Guarantor  retains the residual interest in the cash flow
          from such assets)."

     c.   "CHARTER  MAC  CAPITAL  means  Charter  Mac  Capital  Company,  LLC, a
          Delaware limited liability company."

     d.   "CONTINGENT   LIABILITIES  means  any  guaranties  or  other  indirect
          contingent  Indebtedness with respect to which a category is set forth
          in the  Disclosure  Schedule from time to time, and with the aggregate
          amount thereof with respect to Contingent Liabilities of the Guarantor
          to be based upon the risk  classifications set forth in the Disclosure
          Schedule attached hereto as EXHIBIT 1."

     e.   "CONTRIBUTION   AGREEMENT  means  that  certain   agreement   entitled
          "Contribution  Agreement  Among the Persons  Named  Herein  Comprising
          Contributor and CharterMac Capital Company,  LLC" dated as of December
          17,  2002,  as amended and in effect." f. "FLEET  FINANCING  means any
          loan, provision of credit or other financial accommodation of any kind
          to any of Related  Capital  Company,  LLC, the  Guarantor,  CharterMac
          Capital,  LLC or the Borrower,  or any of their respective  Affiliates
          (other than members of the  Management  Group) to which Fleet National
          Bank or any of its Affiliates is a party."

     g.   "MANAGEMENT  GROUP  means at least  three  out of the  following  four
          individuals,  which  maintain  management and  operational  control of
          Related Capital Company, LLC: Stuart J. Boesky, Alan P. Hirmes, Denise
          L. Kiley and Marc D. Schnitizer."

     h.   "PROJECT means  developments  that are owned and developed by Property
          Partnerships  which are  intended to qualify  for Tax Credits  and, in
          some cases,  state tax credits,  including tax credits under  Sections
          12206,  17058 and 23610.5 of the California  Revenue and Taxation Code
          or Combined Tax Credits."

     i.   "PROPERTY  PARTNERSHIP means limited  partnerships,  limited liability
          partnerships, or limited liability companies taxed as partnerships and
          receiving capital contributions from investment partnerships or direct
          investments from Related Capital Company, LLC."

     j.   "RCC  ACQUISITION  means  the  acquisition  by the  Borrower  and  the
          Guarantor  through  their  Subsidiary,  Charter  Mac  Capital,  of one
          hundred  percent  (100%) of the of the ownership  interests of Related
          Capital Company, a New York general  partnership and substantially all
          of the businesses  operated by said Related Capital  Company,  (except
          for  certain  excluded  assets)  in  accordance  with  the  terms  and
          conditions of the Contribution Agreement."

     k.   "RCC WAREHOUSE LOAN AGREEMENT  means that certain  Seventh Amended and
          Restated Loan Agreement dated as of November __, 2003 by and among RCC
          Credit  Facility,  L.L.C., a Delaware limited  liability  company,  as
          borrower,  and  Related  Capital  Company,  LLC,  a  Delaware  limited
          liability company, the Guarantor, and the Borrower, as guarantors, and
          Fleet National Bank as Agent and such lenders."

     l.   "UNRESTRICTED  SUBSIDIARY means the Borrower's Subsidiaries OTHER THAN
          PWF,  the PWF  Subsidiaries,  and special  purpose  Subsidiaries,  now
          existing  or  hereafter  formed,  the sole  purposes  of which  are to
          finance  stock  issuances or the formation of pools to hold tax exempt
          bonds or other purposes which  customarily  include  prohibitions from
          making  guarantees or incurring  debt, and which, in fact, are subject
          to such prohibitions in their Constituent Documents."


                                       7
<PAGE>



     m.   "WACHOVIA  CREDIT  AGREEMENTS  means (x) that certain Credit Agreement
          dated as of  November  __,  2003 by and among  others,  the  Borrower,
          Wachovia  Bank,  National  Association  as Agent  for a  syndicate  of
          lenders  and  such  lenders  with  respect  to a loan in the  original
          principal  amount of  $50,000,000.00,  the  proceeds of which shall be
          used to finance a portion of the RCC Acquisition, and (y) that certain
          Credit  Agreement  dated as of November __, 2003 by and among  others,
          the Borrower and Wachovia Capital Investments,  Inc. with respect to a
          loan in the original principal amount of $10,000,000,  the proceeds of
          which shall be used to finance a portion of the RCC Acquisition."

7.   Amendments to Schedules.

     a.   Schedule  1.2.1 is hereby  amended by  deleting  that  portion of said
          Schedule 1.2.1 entitled  "Indebtedness  of PWF and its  Subsidiaries",
          and substituting in lieu thereof, the revised portion of said schedule
          entitled  "Indebtedness of PWF and its Subsidiaries" , attached hereto
          as Schedule 1.2.1 entitled  "Indebtedness of PWF and its Subsidiaries.
          Except as amended hereby, Schedule 1.2.1 delivered on the Closing Date
          remains in full force and effect.

     b.   Schedule 4 is hereby deleted in its entirety and the schedule attached
          hereto as Schedule 4 is substituted therefor.

     c.   SCHEDULE 6.3 is hereby added to the Loan  Agreement in the form of the
          schedule attached hereto as SCHEDULE 6.3.

     d.   Schedule  6.7.2 is hereby  deleted in its  entirety  and the  schedule
          attached hereto as Schedule 6.7.2 is substituted therefor.

     e.   Schedule  7.7 is  hereby  deleted  in its  entirety  and the  schedule
          attached hereto as Schedule 7.7 is substituted therefor.

     f.   Schedule  7.21.1 is hereby  deleted in its  entirety  and the schedule
          attached hereto as Schedule 7.21.1 is substituted therefor.

8.   Representations concerning RCC Acquisition. Without limiting the provisions
     of paragraph 10 below, the Borrower and the Guarantor acknowledge and agree
     that the Agent's and the Lenders' agreement to enter into this Amendment is
     conditioned upon the consummation of the RCC Acquisition.  The Borrower and
     the  Guarantor  each  hereby  warrant  and  represent  to the Agent and the
     Lenders as follows:

     a.   all conditions  precedent to the  consummation  of the RCC Acquisition
          described in and contemplated by the Contribution  Agreement have been
          fully satisfied, performed, or waived, and

     b.   said RCC Acquisition has been completed and is effective.

9.   Ratification of Loan Documents; Acknowledgments. Except as provided herein,
     all terms and conditions of the Loan Agreement and the other Loan Documents
     remain in full force and effect. The Borrower hereby:

     a.   Ratifies, confirms, and reaffirms all representations, warranties, and
          covenants contained therein (except to the extent of changes resulting
          from transactions contemplated and permitted by the Loan 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  that  representations  and  warranties  relating
          expressly  to an  earlier  date are  reaffirmed  as of such  date) and
          acknowledges  and agrees that the  Obligations  are and continue to be
          secured by the Collateral.

     b.   Acknowledges  and agrees that the Borrower  does not have any offsets,
          defenses, or counterclaims against the Agent or any Lender thereunder,
          and to the extent that any such offsets,  defenses,  or  counterclaims
          may exist,  the Borrower  hereby WAIVES and RELEASES the Agent and the
          Lenders therefrom.


                                       8
<PAGE>



     c.   Represents and warrants that:

          i.   As of the date the Borrower  executes this Amendment,  no Default
               or Event  of  Default  exists,  nor  will a  Default  or Event of
               Default exist as of the effective date of this Amendment.

          ii.  This  Amendment has been duly executed and delivered on behalf of
               the  Borrower,  and  constitute  the  legal,  valid  and  binding
               obligation of the Borrower,  enforceable  against the Borrower in
               accordance with their terms,  subject to the effect of applicable
               bankruptcy  and  other  similar  laws  affecting  the  rights  of
               creditors  generally  and  the  effect  of  equitable  principles
               whether applied in an action at law or a suit in equity.

10.  Guaranty.  The Guarantor  hereby  reaffirms  its  Guaranty,  as amended and
     restated  pursuant to that certain  Amended and  Restated  Guaranty of even
     date  herewith  (the  "Restated  Guaranty"),  and agrees  that  neither the
     execution of this Amendment,  the performance or consummation of any of the
     transactions   contemplated   hereby,   or  any  subsequent   modification,
     extension,  renewal,  amendment,  supplement  or  restatement  of the  Loan
     Agreement,  including  any  increase or  reduction  in the Total  Available
     Commitments (or any Lender's Commitment), shall in any way limit, restrict,
     qualify,  or  extinguish  their  liability  under the terms of its Restated
     Guaranty,  whether  or not the  Guarantor  executes a  confirmation  of its
     Restated  Guaranty in  connection  with any such  subsequent  modification,
     extension,  renewal,  amendment,  supplement or restatement, or increase or
     reduction.

11.  Insurance Schedule.  Within thirty (30) days of the date of this Amendment,
     the Borrower  shall  provide the Agent with the restated  Schedule 7.7. The
     failure to comply with the foregoing shall constitute and Event of Default.

12.  Conditions to  Effectiveness.  This Amendment  shall not be effective until
     each of the  following  conditions  precedent  have been  fulfilled  to the
     satisfaction of the Agent and the Lenders:

     a.   This  Amendment  shall have been duly  executed  and  delivered by the
          respective parties hereto (including the Guarantor for the purposes of
          Section 9 hereof) and shall be in full force and effect.

     b.   The Guarantor shall have executed and delivered to the Agent,  for the
          benefit of the Lenders, the Restated Guaranty.

     c.   All  action  on the  part of the  Borrower  necessary  for  the  valid
          execution,  delivery and performance by the Borrower of this Amendment
          shall  have  been duly and  effectively  taken  and  evidence  thereof
          satisfactory to the Agent shall have been provided to the Agent.

     d.   All  action  on the  part of the  Guarantor  necessary  for the  valid
          execution,  delivery and  performance by the Guarantor of the Restated
          Guaranty and this Amendment shall have been duly and effectively taken
          and  evidence  thereof  satisfactory  to the  Agent  shall  have  been
          provided to the Agent.

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

     f.   No Default or Event of Default shall have occurred and be continuing.

13.  Miscellaneous

     a.   This  Amendment  may be executed in several  counterparts  and by each
          party on a separate  counterpart,  each of which when so executed  and
          delivered  shall  be an  original,  and all of  which  together  shall
          constitute one instrument.

     b.   This Amendment expresses the entire  understanding of the parties with
          respect to the transactions contemplated hereby. No prior negotiations
          or discussions shall limit, modify, or otherwise affect the provisions
          hereof.


                                       9
<PAGE>



     c.   The Borrower  shall pay on demand all costs and expenses of the Agent,
          including,  without  limitation,  upon receipt of an invoice therefor,
          reasonable   attorneys'  fees  in  connection  with  the  preparation,
          negotiation, execution and delivery of this Amendment.

     d.   This Amendment  shall be governed in accordance with the internal laws
          of the  Commonwealth of  Massachusetts  (without regard to conflict of
          laws principles) as an instrument under seal.

     e.   The Borrower  warrants and represents  that the Borrower has consulted
          with  independent  legal  counsel  of  the  Borrower's   selection  in
          connection   with  this   Amendment   and  is  not   relying   on  any
          representations  or warranties of the Agent or its counsel,  or of any
          Lender, in entering into this Amendment.


      [Remainder of page left intentionally blank; signature page follows]


                                       10
<PAGE>



     IN WITNESS  WHEREOF,  the parties have hereunto caused this Amendment to be
executed  and  their  seals to be  hereto  affixed  as of the date  first  above
written.


                                   CHARTER MAC CORPORATION

                                   By: /S/ALAN P. HIRMES
                                       -----------------
                                   Name: ALAN P. HIRMES
                                         --------------
                                   Title: SENIOR VICE PRESIDENT
                                          ---------------------

                                   FLEET NATIONAL BANK, as Agent and as a Lender

                                   By: /S/JOHN F. SIMON
                                       ----------------
                                   Name: JOHN F. SIMON
                                         -------------
                                   Title:  VICE PRESIDENT
                                           --------------

                                   MERRILL LYNCH COMMERCIAL FINANCE CORP.

                                   By: /S/JOSHUA A. GREEN
                                       ------------------
                                   Name: JOSHUA A. GREEN
                                         ---------------
                                   Title: DIRECTOR
                                          --------

                                   RESIDENTIAL FUNDING CORPORATION

                                   By: /S/CHARLES E. SCHWEITZER
                                       ------------------------
                                   Name: CHARLES E. SCHWEITZER
                                         ---------------------
                                   Title: DIRECTOR
                                          --------

Accepted and Agreed:

CHARTER MUNICIPAL MORTGAGE
ACCEPTANCE COMPANY, as Guarantor

By: /S/ALAN P. HIRMES
    -----------------
Name: ALAN P. HIRMES
      --------------
Title: SENIOR VICE PRESIDENT
       ---------------------


                                       S-1
<PAGE>



                 FOURTH AMENDMENT TO ACQUISITION LOAN AGREEMENT
                 ----------------------------------------------


     THIS FOURTH AMENDMENT TO ACQUISITION  LOAN AGREEMENT (this  "Amendment") is
made as of March_____,  2004, by and among CHARTER MAC  CORPORATION,  a Delaware
corporation  (the  "Borrower");   the  LENDERS  party  to  this  amendment  (the
"Lenders");  and FLEET NATIONAL BANK, a national banking association  ("Fleet"),
as agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent").

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower,  the Agent,  and the  Lenders  are parties to that
certain Acquisition Loan Agreement dated as of December 24, 2001 (as amended and
in effect, the "Loan Agreement"); and

     WHEREAS, the Borrower,  the Agent and the Lenders have agreed to modify and
amend certain provisions of the Loan Agreement, all as provided herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.   CAPITALIZED  TERMS.  All  capitalized  terms used herein and not  otherwise
     defined shall have the same meaning herein as in the Loan Agreement.


2.   Amendment to Schedule 7.24.2 of the Loan Agreement. Paragraph 6 of Schedule
     7.24.2  of the Loan  Agreement  is hereby  amended  by  deleting  the first
     sentence thereof, and substituting the following in its stead:

     "PWF  shall  maintain  a  minimum  consolidated  (as  among PWF and the PWF
     Subsidiaries)  Debt Service Coverage Ratio of 1.0 :1, which shall be tested
     quarterly on a rolling 4 quarter  basis  commencing as of December 31, 2003
     and  continuing  through and including  March 31, 2005, and for each fiscal
     quarter thereafter,  commencing June 30, 2005, PWF shall maintain a minimum
     consolidated (as among PWF and the PWF Subsidiaries)  Debt Service Coverage
     Ratio of 1.25 :1,  which shall be tested  quarterly  on a rolling 4 quarter
     basis."

3.   Ratification of Loan Documents; Acknowledgments. Except as provided herein,
     all terms and conditions of the Loan Agreement and the other Loan Documents
     remain in full force and effect. The Borrower hereby:

     a.   Ratifies, confirms, and reaffirms all representations, warranties, and
          covenants contained therein (except to the extent of changes resulting
          from transactions contemplated and permitted by the Loan 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  that  representations  and  warranties  relating
          expressly  to an  earlier  date are  reaffirmed  as of such  date) and
          acknowledges  and agrees that the  Obligations  are and continue to be
          secured by the Collateral.

     b.   Acknowledges  and agrees that the Borrower  does not have any offsets,
          defenses, or counterclaims against the Agent or any Lender thereunder,
          and to the extent that any such offsets,  defenses,  or  counterclaims
          may exist,  the Borrower  hereby WAIVES and RELEASES the Agent and the
          Lenders therefrom.

     c.   Represents and warrants that:


<PAGE>



          i.   As of the date the Borrower  executes this Amendment,  no Default
               or Event  of  Default  exists,  nor  will a  Default  or Event of
               Default exist as of the effective date of this Amendment.

          ii.  This  Amendment has been duly executed and delivered on behalf of
               the  Borrower,  and  constitute  the  legal,  valid  and  binding
               obligation of the Borrower,  enforceable  against the Borrower in
               accordance with their terms,  subject to the effect of applicable
               bankruptcy  and  other  similar  laws  affecting  the  rights  of
               creditors  generally  and  the  effect  of  equitable  principles
               whether applied in an action at law or a suit in equity.

4.   Guaranty.  The Guarantor  hereby  reaffirms  its Guaranty,  and agrees that
     neither the execution of this Amendment, the performance or consummation of
     any  of  the   transactions   contemplated   hereby,   or  any   subsequent
     modification,  extension, renewal, amendment,  supplement or restatement of
     the Loan  Agreement,  including  any  increase  or  reduction  in the Total
     Available Commitments (or any Lender's Commitment), shall in any way limit,
     restrict,  qualify,  or extinguish  their  liability under the terms of its
     Guaranty,  whether  or not the  Guarantor  executes a  confirmation  of its
     Guaranty in connection  with any such subsequent  modification,  extension,
     renewal, amendment, supplement or restatement, or increase or reduction.

5.   Conditions to  Effectiveness.  This Amendment  shall not be effective until
     each of the  following  conditions  precedent  have been  fulfilled  to the
     satisfaction of the Agent and the Lenders:

     a.   This  Amendment  shall have been duly  executed  and  delivered by the
          respective parties hereto (including the Guarantor for the purposes of
          Section 4 hereof) and shall be in full force and effect.

     b.   All  action  on the  part of the  Borrower  necessary  for  the  valid
          execution,  delivery and performance by the Borrower of this Amendment
          shall  have  been duly and  effectively  taken  and  evidence  thereof
          satisfactory to the Agent shall have been provided to the Agent.

     c.   All  action  on the  part of the  Guarantor  necessary  for the  valid
          execution, delivery and performance by the Guarantor of this Amendment
          shall  have  been duly and  effectively  taken  and  evidence  thereof
          satisfactory to the Agent shall have been provided to the Agent.

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

     e.   No Default or Event of Default shall have occurred and be continuing.

6.   Miscellaneous

     a.   This  Amendment  may be executed in several  counterparts  and by each
          party on a separate  counterpart,  each of which when so executed  and
          delivered  shall  be an  original,  and all of  which  together  shall
          constitute one instrument.

     b.   This Amendment expresses the entire  understanding of the parties with
          respect to the transactions contemplated hereby. No prior negotiations
          or discussions shall limit, modify, or otherwise affect the provisions
          hereof.

     c.   The Borrower  shall pay on demand all costs and expenses of the Agent,
          including,  without  limitation,  upon receipt of an invoice therefor,
          reasonable   attorneys'  fees  in  connection  with  the  preparation,
          negotiation, execution and delivery of this Amendment.

     d.   This Amendment  shall be governed in accordance with the internal laws
          of the  Commonwealth of  Massachusetts  (without regard to conflict of
          laws principles) as an instrument under seal.


                                        2
<PAGE>



     e.   The Borrower  warrants and represents  that the Borrower has consulted
          with  independent  legal  counsel  of  the  Borrower's   selection  in
          connection   with  this   Amendment   and  is  not   relying   on  any
          representations  or warranties of the Agent or its counsel,  or of any
          Lender, in entering into this Amendment.

      [Remainder of page left intentionally blank; signature page follows]


                                        3
<PAGE>



     IN WITNESS  WHEREOF,  the parties have hereunto caused this Amendment to be
executed  and  their  seals to be  hereto  affixed  as of the date  first  above
written.


                                   CHARTER MAC CORPORATION

                                   By: /S/STUART J. BOESKY
                                       -------------------
                                   Name: STUART J. BOESKY
                                         ----------------
                                   Title: PRESIDENT
                                          ---------

                                   FLEET NATIONAL BANK, as Agent and as a Lender

                                   By: /S/JOHN F. SIMON
                                       ----------------
                                   Name: JOHN F. SIMON
                                         -------------
                                   Title: SENIOR VICE PRESIDENT
                                          ---------------------

                                   MERRILL LYNCH COMMERCIAL FINANCE CORP.

                                   By: /S/JOSHUA A. GREEN
                                       ------------------
                                   Name: JOSHUA A. GREEN
                                         ---------------
                                   Title: DIRECTOR
                                          --------

                                   RESIDENTIAL FUNDING CORPORATION

                                   By: /S/CHARLES E. SCHWEITZER
                                       ------------------------
                                   Name: CHARLES E. SCHWEITZER
                                         ---------------------
                                   Title: DIRECTOR
                                          --------

Accepted and Agreed:

CHARTERMAC, as Guarantor

By: /S/STUART J. BOESKY
    -------------------
Name: STUART J. BOESKY
      ----------------
Title: CHIEF EXECUTIVE OFFICER
       -----------------------


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