AMENDED SERVICING AGREEMENT

      THIS AGREEMENT is made as of the 1st day of January,  1997, by and between
STERLING  FINANCIAL  SERVICES,  INC.,  a  Florida  corporation  (the  "Servicing
Company")  and  STERLING  FINANCIAL  SERVICES  OF FLORIDA - I,  INC.,  a Florida
corporation ("Sterling").

                                    RECITALS:

      WHEREAS,  Sterling  is  engaged in the  business  of  providing  financial
services to the sub-prime mobile home industry,  including,  among other things,
originating,  purchasing and  refinancing for its own account retail mobile home
installment  sale contracts  (the  "Contracts")  created in connection  with the
financing of primarily used as well as some new mobile homes (the "Homes");

      WHEREAS,  the Servicing Company is engaged in the business of, among other
things, originating, acquiring and servicing loans and accounts; and

      WHEREAS,  Sterling desires to retain the Servicing  Company to provide all
services in connection  with Contract  origination or acquisition  and servicing
(the  "Services"),  and the Servicing Company agrees to provide such Services in
accordance with the terms of this Agreement.

      NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants
contained herein and for other good and valuable consideration,  the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

      1. DUTIES AND SERVICES.  Sterling hereby retains the Servicing Company and
the  Servicing  Company  hereby agrees to render the Services upon the terms and
conditions hereinafter set forth:

            a. The  Servicing  Company  hereby agrees to provide to Sterling the
      Services set forth on Schedule A attached hereto.

            b. The Servicing  Company  agrees to operate  within the  guidelines
      established by Sterling from time to time.

            c. No funds of Sterling  shall be  deposited  or kept in any account
      commingled  with funds of the  Servicing  Company  or any other  person or
      entity.

      2. RIGHTS. Nothing herein shall grant any direct or indirect ownership
rights to any aspect of the Services to the Servicing Company.

      3.  TERM.  The  initial  term  of  this  Agreement  shall  be  January  1,
1997,through  June 30,  2002 (the  "Term").  This  Agreement  shall be  extended
thereafter in the sole and absolute discretion of Sterling,  upon such terms and
conditions as shall be mutually agreed. Either Sterling or the Servicing Company
may voluntarily elect to terminate this Agreement without cause, for any reason;
provided  that the  terminating  party must  deliver to the other party  written
notice of such  intention to terminate  not less than fifteen (15) days prior to
the date of such termination.

      4.  COMPENSATION.  So long as the Servicing  Company is in full compliance
with all terms and conditions of this Agreement, Sterling will pay the Servicing
Company for services hereunder, as follows:

            a. Sterling  will pay the  Servicing  Company an amount equal to all
      incurred  expenses of the Servicing  Company  ("Actual  Cost") plus twenty
      percent(20%)  of  Actual  Cost for  services  rendered.  If the  Servicing
      Company provides similar services to future Affiliated Entities,  Sterling
      will  pay  the  Servicing  Company  as  follows:  (i) any  acquisition  or
      disposition of cash expenditures, such as attorneys' fees and court costs,
      will be paid by the entity which owns the Contract to which such  expenses
      relate (the  "Direct  Expenses");  and (ii) an amount equal to Actual Cost
      less Direct  Expenses  will be paid directly by each entity based upon the
      ratio of the total  number of  Contracts  held by each entity to the total
      number of Contracts held by all entities.
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            b. Sterling  shall  reimburse the Servicing  Company for  reasonable
            travel expenses  actually  incurred by the Servicing  Company in the
            furtherance of Sterling's business, provided said expenses have been
            approved  in advance by  Sterling  and  proper  itemization  of said
            expenses is furnished to Sterling by the Servicing Company. All such
            expenditures shall be subject to the reasonable control of Sterling.

      5. RELATIONSHIP.  The Servicing Company is an independent  contractor with
 respect to this Agreement.  This Agreement is not intended to, and shall not be
 construed to, create a joint venture or partnership between the said parties or
 constitute either of them as agents of the other. Except as otherwise expressed
 and provided for in this Agreement or otherwise  expressly agreed in writing by
 the parties,  neither party shall have any power or authority to bind or commit
 the other party.  The Servicing  Company  assumes full  responsibility  for the
 actions of any of its employees,  officers, directors,  independent contractors
 or agents including negligence, malfeasance, nonfeasance or other misconduct by
 such persons or entities.  The  Servicing  Company shall pay timely and in full
 all taxes,  federal,  state, or local,  due in connection with any compensation
 payable hereunder.

      6.  AUTHORITY.  Each party  represents  and warrants  that it has the full
 right,  power  and  authority  to enter  into this  Agreement  on the terms and
 conditions  hereof and that the parties  executing  this Agreement on behalf of
 each party have been duly authorized to do so.

      7. INDEMNIFICATION.  The Servicing Company agrees to indemnify, defend and
 hold Sterling harmless from any liabilities,  claims, losses, damages,  demands
 or expenses,  including reasonable  attorneys' fees, that may be made by anyone
 due to a breach of any  representation,  warranty or agreement of the Servicing
 Company  contained in or made pursuant to this  Agreement.  Sterling  agrees to
 indemnify, defend and hold the Servicing Company harmless from any liabilities,
 claims, losses, damages,  demands or expenses,  including reasonable attorneys'
 fees,  that  may be made  by  anyone  due to a  breach  of any  representation,
 warranty  or  agreement  of  Sterling  contained  in or made  pursuant  to this
 Agreement.

      8. NOTICES.  All notices,  requests,  consents,  and other  communications
 under  this  Agreement  shall be in  writing  and  shall be deemed to have been
 delivered on the date personally delivered or the date mailed,  postage prepaid
 by  certified  mail,  return  receipt  requested,  or faxed and  confirmed,  if
 addressed to the respective parties as follows:

      If to the Servicing Company:  Sterling Financial Services, Inc.
 12406 North Florida Avenue                                           Tampa, FL
 33612

      If to Sterling:            Sterling Financial Services of Florida- I, Inc.
 12406 North Florida Avenue                                           Tampa, FL
 33612

 Either  party may change its  address  for the  purpose of  receiving  notices,
 demands and other communications by giving written notice to the other party of
 the change.

      9.  SUCCESSORS  AND  ASSIGNS.  All of the  terms  and  conditions  of this
 Agreement  shall be binding  upon and shall inure to the benefit of the parties
 and their  respective  successors  and assigns.  Neither  party may assign this
 Agreement without the prior written consent of the other.

      10. NO WAIVER.  The  failure of either  party to object to a breach of any
 term or condition of this  Agreement  shall not be deemed a waiver of any right
 or remedy the non-breaching party may have arising out of the breach, nor shall
 it be  deemed  a  waiver  of its  right  to  subsequently  enforce  the term or
 condition.  Each remedy  under this  Agreement  is  cumulative  and shall be in
 addition to all other rights or remedies  existing in this Agreement or in law,
 equity or bankruptcy.

      11.  SEVERABILITY.  If any clause of this  Agreement is  determined  to be
 invalid  or  unenforceable,   the  validity  or  enforceability  of  any  other
 provisions hereof will not be affected thereby.

      12. NUMBER AND GENDER. In this Agreement whenever the context so requires,
the masculine  gender includes the feminine and/or neuter,  and vice versa,  and
the singular number includes the plural.
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      13. COUNTERPARTS.  This Agreement may be executed in counterparts, and any
number of  counterparts  signed in the  aggregate  by the parties  hereto  shall
constitute but one single original Agreement.

      14. THE PARTIES  HERETO HEREBY  KNOWINGLY,  VOLUNTARILY,  ANDINTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATIONARISING OUT OF OR
IN CONNECTION  WITH THIS AGREEMENT AND ALL PAST,  PRESENT  ANDFUTURE  AGREEMENTS
INVOLVING  THE  PARTIES.  THIS  WAIVER OF TRIAL BY JURY  PROVISIONIS  A MATERIAL
INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

      15.  COMPLIANCE  WITH LAWS.  The  Servicing  Company  will comply with all
federal  and  state  laws,  rules  and  regulations   relating  to  any  of  its
responsibilities  and duties with  Sterling  and will not violate any such laws,
rules and regulations.

      16. VOLUNTARY AGREEMENT.  The Servicing Company represents that it has not
been  pressured,  misled or  induced  to enter  this  Agreement  based  upon any
representation by Sterling not contained herein.

      17. PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the
terms and  conditions of this Agreement are intended to survive the term of this
Agreement.  Therefore,  any terms and conditions that are intended by the nature
of the promises or  representations  to survive the term of this Agreement shall
survive the term of this  Agreement  regardless  of whether  such  provision  is
expressly stated as so surviving.

      18. MERGER.  This Agreement  represents the entire  Agreement  between the
parties  and shall not be  subject  to  modification  or  amendment  by any oral
representation,  or any written  statement by either  party,  except for a dated
written  amendment  to this  Agreement  signed by an  authorized  officer of the
Servicing Company and an authorized officer of Sterling.

      19.  VENUE AND  APPLICABLE  LAW.  This  Agreement  shall be  enforced  and
construed in accordance with the laws of the State of Florida, and venue for any
action  or  arbitration  under  this  Agreement  shall be  Hillsborough  County,
Florida.

      20.  ASSIGNMENT.  This  Agreement  shall not be assignable by either party
without the written consent of the other party.  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
personal representatives, successors and assigns.

      21.  ARBITRATION.  Any  controversy or claim arising out of or relating to
this Agreement or any provision thereof shall be settled by binding  arbitration
in a manner agreed upon by the parties, or if not otherwise agreed upon, then in
accordance with the rules of the American  Arbitration  Association in effect at
that  time.  Judgment  upon the award so  rendered  may be  entered in any court
having competent  jurisdiction there over. The costs of the arbitration shall be
borne by the non-prevailing party,  including the cost of experts,  evidence and
legal counsel (and all employees and assistants) of the prevailing party.

      22. DEFAULT AND REMEDIES. a. It shall be an event of default under this
Agreement upon the happening of any of the following events (an "Event of
Default"):

            i.If the Corporation  fails to timely remit to Servicing Company any
      Compensation  or other amounts due under this Agreement  which are due and
      payable and such  failure to pay  continues  for a period of ten days form
      the date of the mailing or delivery of an invoice from Servicing Company.

            ii. If any  representation  or warranty of the  Corporation  in this
      Agreement is false, incorrect or misleading in any material respect, or if
      any  representation  or  warranty  contained  in any  reports,  documents,
      certificates or other papers  delivered to Servicing  Company from time to
      time is false, incorrect or misleading in any material respect, and is not
      cured within 30 days of written notice thereof to the Corporation.

            iii. If the Corporation  breaches or fails to perform or observe any
      obligation  or  condition  to be  performed  or  observed by it under this
      Agreement in any material  respect and such breach or default is not cured


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      within 30 days after Servicing  Company has given the Corporation  written
      notice demanding that such breach or default be cured.

            iv. If any  representation  or warranty of Servicing Company in this
      Agreement is false, incorrect or misleading in any material respect, or if
      any  representation  or  warranty  contained  in any  reports,  documents,
      certificates  or other papers  delivered to the  Corporation  from time to
      time is false,  incorrect or misleading in any material respect and is not
      cured within30 days of written notice thereof to Servicing Company;

            v. If Servicing  Company breaches or fails to perform or observe any
      obligation  or  condition  to be  performed  or  observed by it under this
      Agreement in any material  respect and such breach or default is not cured
      within 30 days after the Corporation  has given Servicing  Company written
      notice demanding that such breach or default be cured.

            vi. If Servicing Company fails, in any material respect,  to perform
      its  obligations   under  this  Agreement  in  conformance  with  industry
      standards  applicable to servicing of similar Accounts and such failure is
      not cured within 30 days after the Corporation has given Servicing Company
      written notice demanding such failure be cured.

      a.Upon the happening of an Event of Default,  after the  expiration of any
 opportunity to cure such Default,  the non-defaulting  party may terminate this
 Agreement  by notice in writing to the  defaulting  party sent by  facsimile or
 certified  mail,  postage  prepaid,  or by  hand  delivery.  In  the  event  of
 termination, Servicing Company agrees to make available to the Corporation such
 computer records as are reasonably  required to effect an orderly conversion to
 another computer system.

 IN WITNESS WHEREOF,  the parties hereto have executed this Agreement  effective
 as of the day and year first above written.

                             "Servicing Corporation"

                       STERLING FINANCIAL SERVICES, INC.,
                              a Florida corporation

                       By: ------------------------------------------
                                Anthony A. Sutter
                                    President

                                   "Sterling"

                         STERLING FINANCIAL SERVICES OF
                    FLORIDA - I, INC., a Florida corporation

                       By: ------------------------------------------
                                Anthony A. Sutter
                                    President

                                   SCHEDULE A

      ORIGINATION

      The Corporation intends to originate  Contracts,  as opposed to purchasing
 Contracts at a discount from Dealers or others.  The  Corporation  will contact
 borrowers  as well as Park  owners and  Dealers  directly  or by  telephone  or
 mailing to advise them of the Corporation's  program for Contract  origination.
 It is not anticipated  that the Corporation will be dependent upon one or a few
 Park owners or Dealers for  identifying  potential  borrowers  under  Contracts


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 originated  by the  Corporation.  In addition,  the  Corporation  may use print
 advertising  directed at individual  borrowers.  It is anticipated  that a Park
 owner, Dealer or potential borrower will contact the Corporation  regarding the
 availability of financing,  and the Corporation will make a credit  application
 available directly to the borrower.

      When the credit application from the borrower is received, an investigator
 will review the application and obtains the applicant's credit bureau and other
 information.

      Contract  origination  guidelines include the following minimum acceptable
criteria:
-     Employment history - at least six months on the job;

-     Income - depends on the amount of the loan and the debt to income ratio
       (see below)of the borrower;

-     Time at residence - at least one year at current residence;

-     Debt to income ratio - personal debt cannot exceed 50% of the borrower's
       net income;

-     Bankruptcy - all debts must have been fully discharged at least one year
       prior to application for the loan;

-      Child  support - if the  borrower  is paying  child  support,  it will be
       treated as a personal debt and factored into the debt to income ratio; if
       the  borrower  is  receiving  child  support,  such  income  will only be
       considered if court mandated;

-     Repossessions - must have occurred at least one year prior to application
       for the loan;

-     Liens/judgments - will be decided on a case-by-case basis, depending on
       the type of lien or judgment, the amount involved and the age thereof;

-     Previous delinquencies,  collections and charge-offs - will be decided on
       a   case-by-case   basis   with   consideration   taken  for   mitigating
       circumstances,  such as divorce,  disability,  extended illness or layoff
       due to downsizing; and 8 9

-     Co-buyers and co-signers - will also be subject to the minimum acceptable
       criteria set forth above.

      There are no fixed  criteria  pursuant to which material  deviation  these
 guidelines  will be  permitted.  However,  no Contract  will be originated to a
 borrower  deviating  from these  guidelines for which there is not an increased
 down payment or a co-signer  meeting the  guidelines,  or both.  The additional
 down payment  required will  increase  with the increase in deviation  from the
 guidelines,  although there is no fixed formula for  determining  the amount of
 increased down payment required.

      In addition,  the Corporation  will not finance more than 130% of National
 Automobile Dealers  Association (NADA)  manufactured home book retail value. It
 will not finance Homes manufactured  before 1980.  Contracts  under$10,000 will
 have no more than a 10-year term, and Contracts between $10,000and $25,000 will
 not have more than a 15-year term. The Corporation  will not finance amounts in
 excess of $25,000. See "Business - Consumer Finance Laws and Regulations."

      When  this  process  is  complete,   an   application   will  be  approved
 unconditionally  or with conditions,  such as adjustments to the interest rate,
 down payment,  maximum loan to value, co-maker or other significant conditional
 criteria.  It is  anticipated  that no  more  than  ten  percent  (10%)  of the
 Contracts  originated will deviate  materially from these guidelines,  although
 there is no specific limitation imposed thereon.

      Prior to closing the funding,  the  Corporation  reviews the  financing to
 determine the  following:  (i) all required  documentation  has been  included,
 (ii)the  math  is  correct,   (iii)  the  regulatory   requirements  have  been


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 satisfied,(iv)  the amount  financed  does not exceed the maximum loan allowed,
 and (v) any  conditions  imposed  have been  satisfied.  The  Corporation  will
 contact the insurance carrier to confirm insurance.

      SERVICING

      Billing. The Servicing Company generates bi-monthly statements which are
sent to the borrower.

      Collections.The Corporation has established certain collection guidelines,
which guidelines will not necessarily be followed in all cases and which are
subject to modification at any time.

      When a delinquency  occurs,  a Collector will make a call by the first day
 of the  delinquency.  By the third day of  delinquency,  if the account has not
 been brought  current,  the  Collector  will  personally  visit the  delinquent
 borrower.  If the borrower is unable to make all required payments on a current
 basis,  the  Collector may make  reasonable  payment  arrangements  to cure the
 delinquency.  If all of these  collection  processes are not successful,  there
 possession process commences immediately.

      Repossessions  and  Resale  Department.  Either the  borrower  voluntarily
 agrees to vacate the Home,  or an attorney is contacted by the  Corporation  to
 effect an involuntary repossession.  All costs associated with the repossession
 are an obligation of the borrower.  To effect an involuntary  repossession,  in
 general, the borrower is first given written notice of intent to repossess, and
 a period of time,  generally  five days, to cure all defaults.  If the defaults
 are not cured  within said time  period,  a  complaint  is filed and a judgment
 obtained.  After the judgment is obtained, a writ of possession is obtained and
 given to the appropriate law enforcement agencies,  who evict the borrower from
 the Home.  The Home will be renovated as necessary and sold in its then current
 location, if possible, or moved to a Dealer's lot or another Park for resale.

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