MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT

                   Dated as of April 15 , 1998

                             Between

                    PREMIER BANCSHARES, INC.

                               And

                  PREMIER LENDING CORPORATION,

                          as Borrowers,

                    THE LENDERS PARTY HERETO

                               And

      SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,

                            as Agent

                                


                       TABLE OF CONTENTS
                                                                       Page
                                                                       ----
     ARTICLE I DEFINITIONS................................................1
          Section 1.1   Defined Terms.....................................1
          Section 1.2   Terms Generally..................................20

     ARTICLE II AMOUNTS AND TERMS OF LOANS...............................20
          Section 2.1   Commitments and Borrowing Base...................20
          Section 2.2   Method of Borrowing..............................22
          Section 2.3   Disbursement of Funds............................24
          Section 2.4   Notes............................................26
          Section 2.5   Interest.........................................26
          Section 2.6   Termination or Reduction of Commitments..........28
          Section 2.7   Mandatory Repayments.............................28
          Section 2.8   Optional Prepayments.............................29
          Section 2.9   Fees.............................................29
          Section 2.10  Payments, Etc....................................30
          Section 2.11  Indemnity........................................31
          Section 2.12  Taxes............................................32
          Section 2.13  Sharing of Setoffs...............................33

     ARTICLE III CONDITIONS TO BORROWINGS................................34
          Section 3.1   Conditions to Borrowings.........................34
          Section 3.2   General..........................................34
          Section 3.3   Limitations on Obligations to Make Borrowings....35

     ARTICLE IV SECURITY.................................................35
          Section 4.1   Grant of Security Interest.......................35
          Section 4.2   Collateral.......................................35
          Section 4.3   Delivery of Collateral Documentation; Submission
                        of Collateral for Inclusion in Borrowing Bases...37
          Section 4.4   Agent's Review of Collateral; Certifications.....37
          Section 4.5   Release of Collateral Documentation..............38
          Section 4.6   Borrowing Base Certificate; Other Information....40
          Section 4.7   Standard of Care of Agent; Duties;
                        Indemnification..................................41
          Section 4.8   Fees and Expenses of Agent.......................42
          Section 4.9   Availability of Documents........................42
          Section 4.10  Representations and Warranties of Borrowers With
                        Regard to the Collateral.........................43
          Section 4.11  Covenants of Borrowers With Regard to the
                        Collateral.......................................43
          Section 4.12  Collection of Collateral Payments................44
          Section 4.13  Authorized Action by Agent.......................45
          Section 4.14  Negative Pledge..................................45

     ARTICLE V REPRESENTATIONS AND WARRANTIES............................46
          Section 5.1   Corporate Existence; Compliance with Law and
                        Contractual Obligations..........................46
          Section 5.2   Corporate Power; Authorization; Enforceable
                        Obligations......................................46
          Section 5.3   No Legal or Contractual Bar......................47
          Section 5.4   Financial Information............................47
          Section 5.5   No Material Litigation...........................48
          Section 5.6   Taxes............................................48
          Section 5.7   Investment Company Act...........................48
          Section 5.8   Subsidiaries; Capitalization.....................48
          Section 5.9   Use of Proceeds..................................48
          Section 5.10  ERISA............................................49
          Section 5.11  Security Interests...............................49
          Section 5.12  Agency Approvals.................................49
          Section 5.13  Principal Place of Business and Chief Executive
                        Office; Location of Records......................49
          Section 5.14  Trade Name.......................................50

     ARTICLE VI COVENANTS................................................50
          Section 6.1   Affirmative Covenants............................50
          Section 6.2   Negative Covenants...............................55

     ARTICLE VII SPECIAL FINANCIAL COVENANTS.............................58
          Section 7.1   Special Financial Covenants; Applicable to
                        Premier Lending..................................58
          Section 7.2   Special Financial Covenants Applicable to
                        Premier Bancshares and Premier Bank..............58

     ARTICLE VIII EVENTS OF DEFAULT......................................59
          Section 8.1   Events of Default................................59
          Section 8.2   Remedies.........................................62
          Section 8.3   Setoff...........................................62
          Section 8.4   Cumulative Rights................................63
          Section 8.5   Waiver...........................................63
          Section 8.6   Collections and Costs............................63
          Section 8.7   Rights of Individual Lenders.....................63
          Section 8.8   Limitation on Liability of Agent and Lenders.....64
          Section 8.9   Notice of Default................................64

     ARTICLE IX AGENT....................................................64
          Section 9.1   Appointment of Agent.............................64
          Section 9.2   Nature of Duties of Agent........................65
          Section 9.3   Lack of Reliance on Agent........................65
          Section 9.4   Certain Rights of Agent..........................66
          Section 9.5   Reliance by Agent................................66
          Section 9.6   Indemnification of Agent.........................66
          Section 9.7   Agent in its Individual Capacity.................66
          Section 9.8   Holders of Notes.................................67
          Section 9.9   Successor Agent..................................67

     ARTICLE X MISCELLANEOUS PROVISIONS..................................68
          Section 10.1  Notices..........................................68
          Section 10.2  Amendments,  Etc,................................68
          Section 10.3  No Waiver:  Remedies Cumulative..................69
          Section 10.4  Payment of Expenses, Etc.........................69
          Section 10.5  Right Of Setoff,.................................70
          Section 10.6  Benefit of Agreement.............................70
          Section 10.7  Governing Law: Submission to Jurisdiction........72
          Section 10.8  Arbitration......................................72
          Section 10.9  Counterparts.....................................73
          Section 10.10 Effectiveness....................................73
          Section 10.11 Headings Descriptive.............................75
          Section 10.12 Survival of Representations and Indemnities......75
          Section 10.13 Severability.....................................75
          Section 10.14 Indemnification of Agent.........................75
          Section 10.15 Joint and Several Nature of the Obligations......76
          Section 10.16 Certain Waivers..................................76
          Section 10.17 Subrogation, Etc.................................77
          Section 10.18 WAIVER OF TRIAL BY JURY..........................77




     SCHEDULE 1     LENDERS AND COMMITMENTS
     SCHEDULE 2     APPROVED INVESTORS
     SCHEDULE 3     NOTICE ADDRESSES
     SCHEDULE 4     AUTHORIZED OFFICERS

     EXHIBIT A      Form of Note
     EXHIBIT B-1    Borrowing Request (Warehouse Summary Form)
     EXHIBIT B-2    Borrowing Request (Trust Receipt Funding Form)
     EXHIBIT C-1    Borrowing Base Addition Report (Tranche A)
     EXHIBIT C-2    Borrowing Base Addition Report (Tranche B)
     EXHIBIT C-3    Borrowing Base Addition Report (Tranche C)
     EXHIBIT C-4    Borrowing Base Addition Report (Tranche D)
     EXHIBIT D      Borrowing Base Certificate
     EXHIBIT E      Required Documents for Mortgage Loans to be Included in
                    Borrowing Base
     EXHIBIT F      Additional Required Documents
     EXHIBIT G      Agent's Wire Instructions
     EXHIBIT H      Collateral Review Procedures
     EXHIBIT I      Form of Trust Receipt
     EXHIBIT J      Bailment Letter
     EXHIBIT K      Trust Receipt and Bailee Procedures
     EXHIBIT L      Principal Places of Business
     EXHIBIT M      Commitment Status Report
     EXHIBIT N      Fitch IBCA Credit Quality Guidelines


         MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT

     THIS MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT is made
and dated as of April 15 , 1998, by and between the Lenders party
hereto from time to time, SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, a national banking association, as agent
for Lenders, PREMIER BANCSHARES, INC., a Georgia corporation, and
PREMIER LENDING CORPORATION, a Georgia corporation.  Capitalized
terms not otherwise defined herein are defined in Article I.


                        R E C I T A L S

     A.   Premier Lending originates, acquires, markets, sells
and services Mortgage Loans.

     B.   Premier Lending is a direct Wholly-Owned Subsidiary of
Premier Bancshares.

     C.   Premier Lending and Premier Bancshares, as co-
borrowers, have requested Loans from Lenders on a revolving basis
in the maximum aggregate amount of $90,000,000.00 and Lenders
have severally agreed, on a ratable basis up to the total of each
Lender's Commitment, to make such Loans upon the terms and
conditions set forth herein.

     D.   Each Borrower will derive substantial direct and
indirect benefits from the Loans under this Agreement.

     ACCORDINGLY, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as
follows:


                           ARTICLE I
                          DEFINITIONS

Section 1.1    Defined Terms.

          For purposes of this Agreement, the terms set forth
below shall have the following meanings:

          "Accumulated Funding Deficiency" shall mean a funding
deficiency described in section 302 of ERISA.

          "Advance Rate Amount" shall mean (i) with respect to
any Eligible Mortgage Loan included in any Borrowing Base (other
than the Tranche C Borrowing Base), an amount equal to ninety-
eight percent (98%) of the lesser of (a) the amount to be paid by
the Approved Investor for the Mortgage Loan pursuant to a binding
Investor Commitment, and (b) the current unpaid principal balance
of such Mortgage Loan, as determined by reference to the most
recent applicable Borrowing Base Certificate prepared by Agent
pursuant to Section 4.6, absent any error in such Borrowing Base
Certificate as of the date delivered, and (ii) with respect to
any Eligible Mortgage Loan included in the Tranche C Borrowing
Base, an amount equal to ninety-seven percent (97%) of the lesser
of (a) the amount to be paid by the Approved Investor for the
Mortgage Loan pursuant to a binding Investor Commitment, and (b)
the current unpaid principal balance of such Mortgage Loan, as
determined by reference to the most recent applicable Borrowing
Base Certificate prepared by Agent pursuant to Section 4.6,
absent any error in such Borrowing Base Certificate as of the
date delivered; provided that if Agent shall at any time
reasonably believe that the Applicable Take-Out Price for any
Eligible Mortgage Loan or any group thereof does not accurately
reflect the market value of the underlying Investor Commitments
because of a decline in the creditworthiness or funding ability
of any Approved Investor, then Agent may notify Borrowers that,
from the date of such notice until the date such notice is
withdrawn by Agent in its sole discretion, the collateral value
of such Eligible Mortgage Loan shall be equal to (x) with respect
to any Eligible Mortgage Loan included in any Borrowing Base
(other than the Tranche C Borrowing Base), ninety-eight percent
(98%) of the lesser of (a) the Fair Market Value of such Eligible
Mortgage Loan, and (b) the current unpaid principal balance
thereof, and (y) with respect to any Eligible Mortgage Loan
included in the Tranche C Borrowing Base, ninety-seven percent
(97%) of the lesser of (a) the Fair Market Value of such Eligible
Mortgage Loan, and (b) the current unpaid principal balance
thereof.

          "Affiliate" shall mean, as to any Person, any other
Person directly or indirectly controlling, controlled by or under
direct or indirect common control with, such Person, whether
through the ownership of voting securities, by contract or
otherwise.  "Control" as used herein means the power to direct
the management and policies of such Person.

          "Agency" shall mean FHA, FHLMC, FNMA, or VA.

          "Agency Fee" shall have the meaning given such term in
Section 2.9(d).

          "Agency Guides" shall mean the FHLMC Guide and the FNMA
Guide.

          "Agent" shall mean SunTrust Bank, Central Florida,
National Association, in its capacity as Agent and Warehouse
Collateral Agent for Lenders hereunder and, if applicable, also
in its capacity as Pledged Stock Collateral Agent for Lenders
under the Pledge Agreement, and any successor agent appointed
pursuant to Section 9.9.

          "Agreement" shall mean this Agreement, as amended,
modified, supplemented or restated from time to time.

          "Applicable Take-Out Price" shall mean at any date, for
any Mortgage Loan covered by a Investor Commitment, the weighted
average net purchase price (expressed as a percentage) of all
Investor Commitments held by Borrowers under which such Mortgage
Loan could be sold (assuming the simultaneous shipment of all
other such Mortgage Loans owned by Borrowers).

          "Approved Investor" shall mean FNMA, FHLMC or any
Person listed on Schedule 2. At the request of a Borrower, the
Required Lenders may from time to time agree in writing to add
Persons to the list set forth on Schedule 2. By written notice to
Borrowers, the Required Lenders or Agent may in their or its
reasonable discretion, based on their or its evaluation of the
creditworthiness or funding ability of any Approved Investor
listed on Schedule 2 remove such Approved Investor from such
list.  Such removal shall become effective immediately upon
written notice of the Required Lenders or Agent, as the case may
be; provided that if any Investor Commitment of such Approved
Investor is then in effect and such Approved Investor is, in the
reasonable judgment of the Required Lenders or Agent, as the case
may be, able to fund such Investor Commitment, such Approved
Investor shall continue to be an Approved Investor for ninety
(90) days after the date of such notice with respect to (a)
Mortgage Loans included in a Borrowing Base at the time of such
notice and allocated to such Investor Commitment and (b) Mortgage
Loans that the applicable Borrower has committed to make prior to
the time of such notice and allocated to such Investor
Commitment; and provided further, that such removal shall become
effective immediately at any time prior to the expiration of such
ninety (90) day period if the Required Lenders or Agent, in their
or its reasonable judgment, believe that such Approved Investor
is unable to fund its Investor Commitments.

          "Authorized Officer" shall mean those officers of
Premier Lending listed on Schedule 4 hereto, provided that either
Borrower may, by notice to Agent, add or delete any person from
the list of Authorized Officers set forth above.

          "Banking Day" shall mean any day other than a Saturday,
Sunday and any other day on which banks in Orlando, Florida are
required or authorized to close.

          "Board" shall mean the Board of Governors of the
Federal Reserve System of the United States and any successor
thereto.

          "Borrowers" shall mean Premier Bancshares and Premier
Lending, jointly and severally, and "Borrower" means either
Premier Bancshares or Premier Lending.

          "Borrowing" shall mean Tranche A Borrowing, a Tranche B
Borrowing, a Tranche C Borrowing, a Tranche D Borrowing, and/or a
Swing-Line Borrowing, in each case made pursuant to a Borrowing
Request.

          "Borrowing Base" shall mean the Tranche A Borrowing
Base, the Tranche B Borrowing Base, the Tranche C Borrowing Base
and/or the Tranche D Borrowing Base, as applicable.

          "Borrowing Base Addition Report" shall mean (i) in the
case of a Tranche A Borrowing, a report in the form of and
containing the information required by Exhibit C-1, (ii) in the
case of a Tranche B Borrowing, a report in the form of and
containing the information required by Exhibit C-2, (iii) in the
case of a Tranche C Borrowing, a report in the form of and
containing the information required by Exhibit C-3, and (iv) in
the case of a Tranche D Borrowing, a report in the form of and
containing the information required by Exhibit C-4, in each case
as delivered to Agent and Lenders pursuant to Section 4.3.  The
form of each Borrowing Base Addition Report may be modified from
time to time by Agent.

          "Borrowing Base Certificate" shall mean a certificate
in the form of and containing the information required by Exhibit
D, as delivered to Lenders pursuant to Section 4.6.  The form of
each Borrowing Base Certificate may be modified from time to time
by Agent.

          "Borrowing Date" shall mean the Effective Date and any
date on which Agent makes a Swing-Line Loan or Lenders make any
other Loan at a Borrower's request pursuant to Section 2.2.

          "Borrowing Period" shall mean the period commencing on
the Effective Date and ending on the earliest occurrence of (i)
an Event of Default, (ii) the Maturity Date, or (iii) the date,
if any, on which Borrowers terminate the Commitments pursuant to
Section 2.6.

          "Borrowing Request" shall have the meaning given such
term in Section 2.2.

          "Cash Collateral Account" shall mean Account No.
0215252162807 maintained in the name(s) of Borrower(s) with Agent
at the office of Agent located at 200 South Orange Avenue,
Orlando, Florida 32801, into which payments from Approved
Investors and settlement of collections from Mortgage Loans shall
be deposited.

          "Certificating Custodian" shall mean any Person acting
as a Borrower's "document custodian," "custodian" or
"certificating custodian"for purposes of certifying that the
documentation relating to Mortgage Loans received by such Person
from such Borrower is complete and acceptable under the
applicable Investor Commitment for purposes of including such
Mortgage Loan in a pool of Mortgage Loans to be sold in bulk to
the investor under such Investor Commitment. The Certificating
Custodian initially shall be Agent.

          "Change of Control" shall mean the occurrence of any
one or more of the following events without the prior written
consent of the Required Lenders:  (a) Premier Bancshares ceases
to own and control one hundred percent (100%) of the outstanding
capital stock of Premier Lending, (b) the acquisition by any
Person of direct or indirect ownership or control of any voting
capital stock of Premier Bancshares, if the acquisition results
in such Person's ownership or control of twenty-five percent
(25%) or more of the outstanding voting capital stock of Premier
Bancshares, or (c) Darrell D. Pittard ceases for any reason to be
the Chairman and Chief Executive Officer of Premier Bancshares
and Premier Lending or George S. Phelps ceases to be the
President of Premier Lending, each with substantially the same
responsibilities and job functions as he has as of the date
hereof, unless such officer is replaced within sixty (60) days by
a new officer acceptable to, and approved in writing by, the
Required Lenders, in their discretion; provided, however, Premier
Bancshares' pending mergers with The Bank Holding Company and
Button Gwinnett Financial Corporation shall not be considered a
Change of Control so long as Premier Bancshares is the surviving
entity.

          "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations issued
thereunder as from time to time in effect.

          "Collateral" shall mean the Warehouse Collateral
and/or, if applicable, the Pledged Stock Collateral.

          "Collateral Payments" shall mean all payments and other
sums due or to become due with respect to any Warehouse
Collateral.

          "Collateral Value of the Borrowing Base" shall mean, at
any time, the sum of the Collateral Value of the Tranche A
Borrowing Base, the Collateral Value of the Tranche B Borrowing
Base, the Collateral Value of the Tranche C Borrowing Base and
the Collateral Value of the Tranche D Borrowing Base.

          "Collateral Value of the  Tranche A Borrowing Base"
shall mean, at any time, the aggregate collateral value of all
Eligible Conforming Mortgage Loans then included in the Tranche A
Borrowing Base minus the aggregate amount of outstanding drafts
payable relating to the origination or acquisition of such
Eligible Conforming Mortgage Loans.  The collateral value of each
such Eligible Conforming Mortgage Loan shall be an amount equal
to the applicable Advance Rate Amount.

          "Collateral Value of the  Tranche B Borrowing Base"
shall mean, at any time, the aggregate collateral value of all
Eligible Wet Mortgage Loans then included in the Tranche B
Borrowing Base minus the aggregate amount of outstanding drafts
payable relating to the origination or acquisition of such
Eligible Wet Mortgage Loans.  The collateral value of each such
Eligible Wet Mortgage Loan shall be an amount equal to the
applicable Advance Rate Amount.

          "Collateral Value of the  Tranche C Borrowing Base"
shall mean, at any time, the aggregate collateral value of all
Eligible Non-Conforming Mortgage Loans then included in the
Tranche C Borrowing Base minus the aggregate amount of
outstanding drafts payable relating to the origination or
acquisition of such Eligible Non-Conforming Mortgage Loans.  The
collateral value of each such Eligible Non-Conforming Mortgage
Loan shall be an amount equal to the applicable Advance Rate
Amount.

          "Collateral Value of the  Tranche D Borrowing Base"
shall mean, at any time, the aggregate collateral value of all
Eligible Gestation Mortgage Loans included in the Tranche D
Borrowing Base.  The collateral value of each such Eligible
Gestation Mortgage Loan shall be an amount equal to the
applicable Advance Rate Amount.

          "Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Loans hereunder pursuant to
Section 2.1 as set forth on Schedule 1, as the same may be
reduced pursuant to Section 10.6(c).

          "Commitment Percentage" shall mean, at any time for any
Lender, the proportion - stated as a percentage - that its
Commitment bears to the total Commitments as set forth on
Schedule 1.

          "Conforming Mortgage Loan" shall mean a Mortgage Loan
underwritten in conformity with the underwriting standards of
FNMA or FHLMC in effect at the time of such underwriting and that
is otherwise eligible for inclusion in a pool supporting a FHLMC
or FNMA Mortgage-Backed Security.

          "Contractual Obligation" shall mean, as to any Person,
any provision of any security issued by such Person or of any
agreement, instrument or undertaking to which such Person is a
party or by which it or any of its property is bound.

          "Controlled Disbursement Account" shall mean Account
No. 6990215560711 maintained in the name(s) of Borrower(s) with
Agent at the office of Agent located at 200 South Orange Avenue,
Orlando, Florida 32801, into which funds transferred from the
Master Account shall be deposited and disbursed for the funding
of Mortgage Loans pledged or to be pledged to Lenders hereunder.

          "Conventional Mortgage Loan" shall mean a Mortgage Loan
that is not insured or guaranteed by the federal government.

          "Default Rate" shall mean the highest rate of interest
permitted by the laws of the State of Florida from time to time.

          "Defaulting Lender" shall have the meaning given such
term in Section 2.3(b).

          "Effective Date" shall have the meaning given such term
in Section 10.10.

          "Eligible Conforming Mortgage Loan" shall mean a
Mortgage Loan with respect to which each of the following
statements is true and correct:

          (a)  such Mortgage Loan is an Eligible Mortgage Loan;

          (b)  such Mortgage Loan is insured by the FHA or
guaranteed by the VA (or there exists a binding commitment to
issue such insurance or guaranty subject to the satisfaction of
customary conditions), and/or fully conforms to all underwriting
and other requirements of FNMA or FHLMC; provided, however, if
the initial principal amount of such Mortgage Loan is greater
than the then applicable principal amount loan limit of Mortgage
Loans conforming to the underwriting and other requirements of
FNMA or FHLMC, such Mortgage Loan nevertheless will be deemed to
be an Eligible Conforming Mortgage Loan if it is covered by an
Investor Commitment and the initial principal amount thereof, if
underwritten by a Borrower, does not exceed $650,000.00 or, if
the initial principal amount thereof exceeds $650,000.00, such
Mortgage Loan has been underwritten and approved by the Approved
Investor under such Investor Commitment.

          (c)  such Mortgage Loan is covered by an Investor
Commitment that is in full force and effect and pledged to Agent
for the benefit of Lenders hereunder, and the applicable Borrower
and such Mortgage Loan are in full compliance therewith; and

          (d)  such Mortgage Loan is not an Eligible Gestation
Mortgage Loan.

          "Eligible Gestation Mortgage Loan" shall mean a
Mortgage Loan with respect to which each of the following
statements is true and correct:

          (a)  such Mortgage Loan meets all of the requirements
in the definition of Eligible Conforming Mortgage Loan (except
the requirement set forth in paragraph (d) of such definition)
and was included in the Tranche A Borrowing Base as an Eligible
Conforming Mortgage Loan immediately prior to its inclusion in
the Tranche D Borrowing Base; and

          (b) the Certificating Custodian has initially certified
that all documentation relating to such Mortgage Loan received by
the Certificating Custodian from the applicable Borrower (or
Agent) is complete and acceptable under the applicable Investor
Commitment for purposes of including such Mortgage Loan in a pool
of Mortgage Loans to be purchased in bulk by the investor under
such Investor Commitment; provided that if such Mortgage Loan is
returned to Agent after the date of such initial certification
but before the bulk sale of such Mortgage Loan because of a
determination that such Mortgage Loan may not be included in such
pool under such Investor Commitment, such Mortgage Loan shall be
deemed an Eligible Conforming Mortgage Loan if such Mortgage Loan
meets all of the requirements set forth in the definition of
Eligible Conforming Mortgage Loan.

          "Eligible Mortgage Loan" shall mean a Mortgage Loan
owned by a Borrower conforming to the requirements of one Type of
Mortgage Loan with respect to which each of the following
statements is true and correct:

          (a)  such Mortgage Loan is a binding and valid
obligation of the Obligor thereon, is in full force and effect
and is enforceable in accordance with its terms;
          (b)  such Mortgage Loan is secured by a first priority
mortgage (or deed of trust) on the Property encumbered thereby;

          (c)  such Mortgage Loan is genuine, in all respects, as
appearing on its face or as represented in the books and records
of the applicable Borrower, and all information set forth therein
is true and correct;

          (d)  such Mortgage Loan is free of any material default
(other than as permitted in subsection (e) below) of any party
thereto (including the applicable Borrower), counterclaims,
offsets and defenses and from any rescission, cancellation or
avoidance, and all rights thereof, whether by operation of law or
otherwise;

          (e)  no payment under such Mortgage Loan is more than
thirty (30) days past due the payment due date set forth in the
underlying promissory note and mortgage (or deed of trust);

          (f)  such Mortgage Loan contains the entire agreement
of the parties thereto with respect to the subject matter
thereof, has not been modified or amended in any respect and is
free of concessions or understandings with the Obligor thereon of
any kind not expressed in writing therein;

          (g)  such Mortgage Loan is in all respects as required
by and in accordance with all applicable laws and regulations
governing the same, including the federal Consumer Credit
Protection Act and the regulations promulgated thereunder and all
applicable usury laws and restrictions; and all notices,
disclosures and other statements or information required by law
or regulation to be given, and any other act required by law or
regulation to be performed, in connection with such Mortgage Loan
have been given and performed as required;

          (h)  all advance payments and other deposits on such
Mortgage Loan have been paid in cash, and no part of such sums
has been loaned, directly or indirectly, by the applicable
Borrower to the Obligor thereon;

          (i)  at all times such Mortgage Loan will be free and
clear of all liens, encumbrances, charges, rights and interests
of any kind (other than Investor Commitments), except in favor of
Lenders hereunder;

          (j)  the Property encumbered by such Mortgage Loan is
insured against loss or damage by fire and all other hazards
normally included within standard extended insurance coverage
(including flood plain insurance if such Property is located in a
federally designated flood plain) in accordance with the
provisions of such Mortgage Loan with the applicable Borrower
named as a loss payee thereon;

          (k)  the Property encumbered by such Mortgage Loan is
free and clear of all Liens except Liens in favor of the
applicable Borrower, which has assigned any and all such Liens to
Lenders hereunder, subject only to (i) Liens junior in priority
to the Lien of the applicable Borrower; (ii) the Lien of real
property taxes and assessments not yet due and payable; (iii)
covenants, conditions and restrictions, rights of way, easements
and other matters of public record, as of the date of recording,
being acceptable to mortgage lending institutions generally and
specifically referred to in a lender's title insurance policy
delivered to the originator of the Mortgage Loan and (A) referred
to or otherwise considered in the appraisal made for the
originator of the Mortgage Loan or (B) that do not materially
adversely affect the appraised value of such Property as set
forth in such appraisal; and (iv) other matters to which like
properties are commonly subject that do not materially interfere
with the benefits of the security intended to be provided by the
Mortgage Loan or the use, enjoyment, value or marketability of
the related Property;

          (1)  if the promissory note for such Mortgage Loan (or
any other documentation relating thereto) has been withdrawn from
the possession of Agent on terms and subject to conditions set
forth in Section 4.5 hereof, (i) such note or other documentation
has been released to the applicable Borrower for purposes of
correcting clerical or other non-substantive documentation
problems pursuant to a trust receipt as permitted under Section
4.5(a) hereof, such release has occurred within the immediately
preceding ten (10) days and the collateral value of the Mortgage
Loan for which such note or other documentation has been
released, when added to the collateral value of other Mortgage
Loans included in any of the Borrowing Bases for which notes or
other documentation have been similarly released to either
Borrower, does not exceed $3,000,000.00; or (ii) the promissory
note and any related documentation for such Mortgage Loan has
been shipped by Agent directly to an Approved Investor for
purchase, as permitted under Section 4.5(b) hereof, such shipment
has occurred within the immediately preceding (x) ninety (90)
days in the case of the shipment of Mortgage Loans to an Approved
Investor if such Approved Investor is a housing authority
constituting a Governmental Authority, and (y) forty-five (45)
days in all other cases, and, in the case of clause (x), the
collateral value of such Mortgage Loan, when added to the
collateral value of other Mortgage Loans included in any of the
Borrowing Bases for which notes or other documents have been
similarly shipped does not exceed $10,000,000.00;

          (m)  with respect to Conventional Mortgage Loans, in
the event the Loan-to-Value Ratio of such Mortgage Loan exceeds
eighty percent (80%), such Mortgage Loan is the subject of a
private mortgage insurance policy issued in favor of the
applicable Borrower by an insurer approved by FNMA, FHLMC, or the
Approved Investor issuing the Investor Commitment for such
Mortgage Loan;

          (n)  the date of the promissory note is no earlier than
sixty (60) days prior to the date such Mortgage Loan is first
included in a Borrowing Base or, if the interest rate applicable
to such Mortgage Loan has converted to a fixed rate, the date of
such conversion is no earlier than sixty (60) days prior to the
date such Mortgage Loan is first included as a fixed rate
Mortgage Loan in a Borrowing Base;

          (o)  if such Mortgage Loan is FHA insured or VA
guaranteed, such insurance or guaranty is in full force and
effect (or there exists a binding commitment to issue such
insurance or guaranty subject to the satisfaction of customary
conditions);

          (p)  if such Mortgage Loan is included in a Borrowing
Base other than the  Tranche D Borrowing Base, such Mortgage Loan
has not been included in such Borrowing Base for a period of time
in excess of ninety (90) days from the date such Mortgage Loan
was first included in such Borrowing Base, and if such Mortgage
Loan is included in the Tranche D Borrowing Base, such Mortgage
Loan has not been included in the Tranche D Borrowing Base (as an
unpooled Mortgage Loan) for a period of time in excess of forty-
five (45) days from the time such Mortgage Loan was first
included in any Borrowing Base;

          (q)  (i) if such Mortgage Loan is to be included in a
Borrowing Base other than the Tranche D Borrowing Base, (A) the
applicable Borrower has delivered (or caused to be delivered) a
Borrowing Request in the form of Exhibit B-1, accompanied by
those documents described on Exhibit E to this Agreement for such
Mortgage Loan to Agent prior to the inclusion of such Mortgage
Loan in such Borrowing Base or (B) if such documents have not
been delivered to Agent, (1) Agent has received a Borrowing
Request in the form of Exhibit B-2 relating to such Mortgage Loan
on or prior to the date such Mortgage Loan is first included in
the Tranche B Borrowing Base, and (2) such documents described on
Exhibit E are received by Agent within five (5) Banking Days
after such Mortgage Loan is first included in the Tranche B
Borrowing Base; (ii) if such Mortgage Loan is to be included in
the  Tranche D Borrowing Base, the applicable Borrower has
delivered (or caused to be delivered), prior to the inclusion of
such Mortgage Loan in the Tranche D Borrowing Base to the
Certificating Custodian, the documentation for such Mortgage Loan
that the Certificating Custodian is required under the applicable
Investor Commitment to examine, for completeness and
acceptability, for purposes of initially determining the
suitability of such Mortgage Loan for inclusion in the pool of
Mortgage Loans to be sold in bulk to the investor under such
Investor Commitment, in each case completed and duly executed by
the Certificating Custodian on or prior to the date such Mortgage
Loan is to be included in the Tranche D Borrowing Base; (iii) the
applicable Borrower holds in trust for Lenders those items
described in Exhibit E; and (iv) there has been delivered to
Agent,  if Agent has so requested in writing, the additional
items described on Exhibit F; and

          (r)  except for the existence of a commitment to sell
such Mortgage Loan on a servicing-released basis, such Mortgage
Loan is not subject to any servicing arrangement with any Person
other than the applicable Borrower nor are any servicing rights
relating to such Mortgage Loan subject to any lien, claim,
interest or negative pledge in favor of any Person other than as
permitted hereunder.

          "Eligible Non-Conforming Mortgage Loan" shall mean a
Mortgage Loan with respect to which each of the following
statements is true and correct:

          (a)  such Mortgage Loan is an Eligible Mortgage Loan,
except that if such Mortgage Loan otherwise meets the
requirements of an Eligible Mortgage Loan, such Mortgage Loan may
be secured by a second priority mortgage (or deed of trust) on
the Property encumbered thereby;

          (b)  such Mortgage Loan conforms to the credit quality
guidelines utilized by Fitch IBCA as set forth in Exhibit N and
otherwise conforms to all underwriting and other requirements of
one of the Approved Investors other than FNMA or FHLMC, which
underwriting and other requirements are customary in the mortgage
banking industry and have been approved by Agent in writing,
except that "D" Mortgage Loans shall be ineligible;

          (c)  such Mortgage Loan, if sold in a Whole Loan Sale,
is covered by a Investor Commitment that is in full force and
effect and pledged to Agent for the benefit of Lenders hereunder
and the applicable Borrower and such Mortgage Loan are in full
compliance therewith or, if sold in a bulk sale, is underwritten
in conformance with one of the Approved Investors' guidelines for
purchase;

          (d)  the initial principal amount of such Mortgage
Loan, if underwritten by a Borrower, does not exceed $300,000.00
or, if the initial principal amount thereof exceeds $300,000.00,
such Mortgage Loan has been underwritten and approved by the
investor under such Investor Commitment; and

          (e)  with respect to any Eligible Non-Conforming
Mortgage Loan which fails to conform to one or more of the Agency
Guides in respect of principal amount, the collateral value of
such Mortgage Loan, which when added to the collateral value of
all such other Eligible Non-Conforming Mortgage Loans which fail
to conform to one or more of the Agency Guides in respect of
principal amount included in the  Tranche  C Borrowing Base,
exceeds $20,000,000.00, such Eligible Non-Conforming Mortgage
Loan shall be deemed to have no collateral value for purposes of
computing the Collateral Value of the  Tranche C Borrowing Base.

          "Eligible Wet Mortgage Loan" shall mean Eligible
Mortgage Loans described in clause (i)(B) of paragraph (q) of the
definition thereof.

          "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as the same may from time to time be
supplemented or amended, and the rules and regulations issued
thereunder as from time to time in effect.

          "ERISA Affiliate" shall mean each trade or business,
including each Borrower, whether or not incorporated, that
together with a Borrower would be treated as a single employer
under section 4001 of ERISA.

          "Event of Default" shall have the meaning given such
term in Article VIII.

          "Fair Market Value" shall mean at any date with respect
to any Eligible Mortgage Loan, the product obtained by
multiplying (a) the market price (expressed as a percentage) for
thirty (30) day mandatory future delivery of such Eligible
Mortgage Loan reported on Knight-Ridder or, if not so reported,
the bid price (expressed as a percentage) quoted in writing to
Agent as of the computation date by any two nationally recognized
dealers selected by Agent who at the time are making a market in
similar Mortgage Loans, by (b) the outstanding principal balance
of such Mortgage Loan.

          "FDIC" shall mean the Federal Deposit Insurance
Corporation and any successor thereto.

          "Fed Funds Loan" shall mean any Loan bearing interest
at the Fed Funds Rate.

          "Fed Funds Rate" shall mean the fluctuating interest
rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds
transactions with member banks of the Federal Reserve System
arranged by Federal funds brokers, as published for such day (or,
if such day is not a Banking Day, for the next preceding Banking
Day) by the Federal Reserve Bank of Atlanta, or, if such rate is
not so published for any day which is a Banking Day, the average
of the quotations for such day on such transactions received by
Agent from three (3) Federal funds brokers of recognized standing
selected by Agent, adjusted daily with each change in the Fed
Funds Rate.

          "Fees" shall mean all fees payable by Borrowers to
Agent and Lenders pursuant to Section 2.9 or otherwise.

          "FHA" shall mean the Federal Housing Administration and
any successor thereto.

          "FHLMC" shall mean the Federal Home Loan Mortgage
Corporation and any successor thereto.

          "FHLMC Guide" shall mean the "Sellers' & Servicers'
Guide" published by FHLMC, as amended, modified, supplemented or
restated from time to time.

          "FNMA" shall mean the Federal National Mortgage
Association and any successor thereto.

          "FNMA Guide" shall mean, collectively, the "Selling
Guide" and the "Servicing Guide" published by FNMA, as amended,
modified, supplemented or restated from time to time.

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

          "GNMA" shall mean the Government National Mortgage
Association and any successor thereto.

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

          "HUD" shall mean the Department of Housing and Urban
Development and any successor thereto.

          "Interest Rate Selection Date" shall mean the first
Banking Day of each calendar month during the Borrowing Period.

          "Interim Default Rate" shall mean the Prime Rate plus
300 basis points.

          "Investor Commitment" shall mean, with respect to any
specified aggregate amount of Mortgage Loans owned by a Borrower
and of the type specified in the commitment, a bona fide current,
unfilled and unexpired commitment of an Approved Investor, issued
in favor of and owned by such Borrower, under which such Approved
Investor agrees to purchase such specified aggregate amount of
Mortgage Loans at a specified price, which commitment is not
subject to any term or condition that is not customary in
commitments of like nature or that, in the reasonably anticipated
course of events, cannot be fully complied with prior to the
expiration thereof.

          "Lenders" shall mean the financial institutions named
on Schedule 1 attached hereto from time to time and, subject to
this Agreement, their respective successors and permitted
assigns.

          "LIBOR Loan" shall mean any Loan bearing interest at
the LIBOR Rate.

          "LIBOR Rate" shall mean the 30-day LIBOR Rate as
published in The Wall Street Journal or reported on Knight-Ridder
on the first day of each such interest period, or if such day is
not a Banking Day, on the next preceding Banking Day (or if such
rate is not so published or reported, as quoted by Agent from
time to time), adjusted daily with each change in the 30-day
LIBOR Rate.

          "Lien" shall mean any security interest, mortgage,
pledge, lien, claim on property, charge or encumbrance (including
any conditional sale or other title retention agreement), any
lease in the nature thereof, and the filing of or agreement to
give any financing statement under the Uniform Commercial Code of
any jurisdiction.

          "Loan Documents" shall mean this Agreement, the Notes,
the Pledge Agreement (if applicable), and any other document,
instrument or agreement executed by a Borrower in connection
herewith or therewith, as any of the same may be amended,
modified, supplemented or restated from time to time.

          "Loan-to-Value Ratio" shall mean, with respect to any
Mortgage Loan, the ratio of the principal amount of such Mortgage
Loan outstanding at the origination thereof divided by the
appraised value of the Property encumbered thereby (as set forth
in the appraisal delivered in connection with the origination of
such Mortgage Loan).

          "Loans" shall mean the Warehouse Loans and/or the Swing-
Line Loans.

          "Margin Stock" shall have the meaning given such term
in Regulation U of the Board.

          "Master Account" shall mean Account No. 0215252162793
maintained in the name(s) of Borrowers with Agent at the office
of Agent located at 200 South Orange Avenue, Orlando, Florida
32801, into which the proceeds of Loans may be deposited upon
disbursement by Agent on behalf of Lenders.

          "Material Amount" shall mean, with regard to a
Borrower, ten percent (10%) of such Borrower's Net Worth or more
(as set forth in the most recent quarterly balance sheet of such
Borrower delivered to Lenders pursuant to Section 6.1 (a)(ii)).

          "Maturity Date" shall mean March 31, 1999; provided
that upon the written request of Borrowers to Agent, Lenders may
elect to extend the Maturity Date on such terms and conditions as
they deem appropriate in their sole discretion.

          "Maximum Rate" shall mean the maximum non-usurious rate
of interest that, under applicable law, the applicable Lender is
permitted to contract for, charge, take, reserve, or receive on
its portion of the Obligations.

          "Mortgage-Backed Security" shall mean (a) a security
(including a participation certificate) guaranteed by GNMA that
represents interests in a pool of Mortgage Loans (which Mortgage
Loans were included at any time in a Borrowing Base hereunder),
or (b) a security (including a participation certificate) issued
by FNMA or FHLMC that represents interests in such a pool.

          "Mortgage Loan" shall mean a one-to-four family,
residential real estate secured loan, including: (a) a promissory
note and related mortgage (or deed of trust or deed to secure
debt) and/or security agreements; (b) all guaranties and
insurance policies, including all mortgage and title insurance
policies and all fire and extended coverage insurance policies
and rights of a Borrower to return premiums or payments with
respect thereto; and (c) all right, title and interest of the
holder of the Mortgage Loan in the Property encumbered by such
mortgage (or deed of trust or deed to secure debt).

          "Multiemployer Plan" shall mean a plan described in
section 4001 (a)(3) of ERISA to which a Borrower or any ERISA
Affiliate is required to contribute on behalf of any of its
employees.

          "Net Income" shall mean, for any period, the aggregate
of the net income of the applicable Borrower before interest
expense and income taxes, as determined in accordance with GAAP.

          "Net Worth" shall mean, at any date, the stockholders
equity of the applicable Borrower.

          "Note" shall have the meaning given such term in
Section 2.4.

          "Obligations" shall mean any and all debts, obligations
and liabilities of Borrowers to Lenders or Agent (whether now
existing or hereafter arising, voluntary or involuntary, whether
or not jointly owed with others, direct or indirect, absolute or
contingent, liquidated or unliquidated, and whether or not from
time to time decreased or extinguished and later increased,
created or incurred), under or arising out of the Loan Documents.

          "Obligor" shall mean the Person or Persons obligated to
pay the indebtedness that is the subject of a Mortgage Loan,
including any guarantor of such indebtedness.

          "Payment Office" shall mean Agent's office located at
200 South Orange Avenue, 6th Floor - SOAB, MC#0-0262, Orlando,
Florida 32801, or such other office as Agent shall specify to
Borrowers and Lenders in writing in accordance with Section 10.1.

          "PBGC" shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of
ERISA and any successor thereto.

          "Person" shall mean any corporation, natural person,
firm, joint venture, partnership, limited liability company,
trust, unincorporated organization, government or any political
subdivision, department, agency or instrumentality of any
government.

          "Plan" shall mean any plan (other than a Multiemployer
Plan) subject to Title IV of ERISA maintained for employees of a
Borrower or any ERISA Affiliate (and any such plan no longer
maintained by a Borrower or any of its ERISA Affiliates to which
such Borrower or any of its ERISA Affiliates has made or was
required to make any contributions during the five years
preceding the date on which such plan ceased to be maintained).

          "Potential Default" shall mean an event that with the
lapse of time or the giving of notice, or both, would, unless
cured or waived, constitute an Event of Default.

          "Pledge Agreement" shall mean, if applicable as set
forth in Section 4.14, the Pledge Agreement executed by Premier
Bancshares in favor of Lenders, or Agent on behalf of Lenders, in
form acceptable to such Lenders and Agent, as amended, modified,
supplemented or restated from time to time.

          "Pledged Stock Collateral" shall mean, if applicable,
the "Collateral" as described in the Pledge Agreement.

          "Pledged Stock Collateral Agent" shall mean, if
applicable, Agent or any successor designated as the "Collateral
Agent" under the Pledge Agreement.

          "Premier Bancshares" shall mean Premier Bancshares,
Inc., a Georgia corporation, and its successors and permitted
assigns.

          "Premier Bank" shall mean Premier Bank, a Georgia state
bank, and its successors and permitted assigns.

          "Premier Lending" shall mean Premier Lending
Corporation, a Georgia corporation, and its successors and
permitted assigns.

          "Prime Rate" shall mean the rate per annum announced by
SunTrust Banks of Florida, Inc. from time to time as its Prime
Rate (which interest rate is only a benchmark, is purely
discretionary and is not necessarily the best or lowest rate
charged borrowing customers of any subsidiary bank of SunTrust
Banks of Florida, Inc.).

          "Proceeds" shall mean whatever is receivable or
received when Collateral or proceeds are sold, collected,
exchanged or otherwise disposed of, whether such disposition is
voluntary or involuntary, and includes all rights to payment,
including return premiums, with respect to any insurance relating
thereto.

          "Prohibited Transaction" shall mean any transaction
described in section 406 of ERISA that is not exempt by reason of
section 408 of ERISA or the transitional rules set forth in
section 414(c) of ERISA and any transaction described in section
4975(c)(1) of the Code that is not exempt by reason of section
4975(c)(2) or section 4975(d) of the Code, or the transitional
rules of section 2003(c) of ERISA.

          "Property" shall mean the real property, including the
improvements thereon, and the personal property (tangible and
intangible) which are encumbered pursuant to a Mortgage Loan.

          "Regulation D" shall mean Regulation D of the Board as
from time to time in effect, and any other regulation hereafter
promulgated by the Board to replace the prior Regulation D and
having substantially the same function.

          "Reportable Event" shall mean any of the events set
forth in section 4043(b) of ERISA or the regulations thereunder,
a withdrawal from a Plan described in section 4063 of ERISA, a
cessation of operations described in section 4068(f) of ERISA, an
amendment to a Plan necessitating the posting of security under
section 401(a)(29) of the Code, or a failure to make a payment
required by section 412(m) of the Code and section 302(e) of
ERISA when due.

          "Required Lenders" shall mean, at any time, Lenders
holding at least sixty-six and two-thirds percent (66.66%) of the
then aggregate unpaid principal amount of all Loans, other than
Swing-Line Loans or, if no Loans, other than Swing-Line Loans,
are then outstanding, Lenders having at least sixty-six and two-
thirds percent (66.66%) of the Commitments.

          "Requirements of Law" shall mean as to any Person the
Articles or Certificate of Incorporation and Bylaws or other
organizational or governing documents of such Person, and any
law, treaty, rule or regulation, or a final and binding
determination of an arbitrator or a determination of a court or
other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such
Person or any of its property is subject.

          "Swing-Line Borrowing" shall mean a borrowing, pursuant
to a Borrowing Request, of a Swing-Line Loan made by Agent.

          "Swing-Line Loan" shall mean a loan made by Agent
pursuant to Section 2.1(e) for the purposes set forth in Section
5.9.

          "Swing-Line Limit" shall mean the amount of
$30,000,000.00

          "Subsidiary" shall mean with respect to any Person
(herein referred to as the "parent"), any corporation,
association or other business entity of which more than fifty
percent (50%) of the securities or other ownership interests
having ordinary voting power is, or with respect to which rights
to control management (pursuant to any contract or other
agreement or otherwise) are, at the time as of which any
determination is being made, owned, controlled or held by the
parent or one or more subsidiaries of the parent.

          "Taxes" shall have the meaning given such term in
Section 2.12(a).

          "Tranche A Borrowing" shall mean a borrowing pursuant
to a Borrowing Request consisting of Tranche A Loans made
concurrently by all of the Lenders.

          "Tranche A Borrowing Base" shall mean, at any time, all
Eligible Conforming Mortgage Loans delivered to and held by Agent
hereunder as collateral security for the Obligations.

          "Tranche A Loan" shall mean a loan made by a Lender
pursuant to Section 2.1 (a) for the purposes set forth in Section
5.9.

          "Tranche A Mortgage Loans" shall mean Eligible
Conforming Mortgage Loans funded by Lenders under Tranche A
Borrowings.

          "Tranche A Sublimit" shall mean $90,000,000.00.

          "Tranche B Borrowing" shall mean a borrowing pursuant
to a Borrowing Request consisting of  Tranche B Loans made
concurrently by all of the Lenders.

          "Tranche B Borrowing Base" shall mean, at any time, all
Eligible Wet Mortgage Loans delivered to and held by Agent
hereunder as collateral security for the Obligations.

          "Tranche B Loan" shall mean a loan made by a Lender
pursuant to Section 2.1 (b) for the purposes set forth in Section
5.9.

          "Tranche B Mortgage Loans" shall mean Eligible Wet
Mortgage Loans funded by Lenders under Tranche B Borrowings.

          "Tranche B Sublimit" shall mean an amount equal to ten
percent (10%) of the total Commitments.

          "Tranche C Borrowing" shall mean a borrowing pursuant
to a Borrowing Request consisting of Tranche C Loans made
concurrently by all of the Lenders.

          "Tranche C Borrowing Base" shall mean, at any time, all
Eligible Non-Conforming Mortgage Loans delivered to and held by
Agent hereunder as collateral security for the Obligations.

          "Tranche C Loan" shall mean a loan made by a Lender
pursuant to Section 2.1 (c) for the purposes set forth in Section
5.9.

          "Tranche C Mortgage Loans" shall mean Eligible Non-
Conforming Mortgage Loans funded by Lenders under Tranche C
Borrowings.

          "Tranche C Sublimit" shall mean $20,000,000.00.

          "Tranche D Borrowing" shall mean a borrowing pursuant
to a Borrowing Request consisting of Tranche D Loans made
concurrently by all of the Lenders.

          "Tranche D Borrowing Base" shall mean, at any time, all
Eligible Gestation Mortgage Loans delivered to and held by Agent
hereunder as collateral security for the Obligations.

          "Tranche D Loan" shall mean a loan made by a Lender
pursuant to Section 2.1 (d) for the purposes set forth in Section
5.9.

          "Tranche D Mortgage Loans" shall mean Eligible
Gestation Mortgage Loans funded by Lenders under Tranche D
Borrowings.

          "Tranche D Sublimit" shall mean an amount equal to
seventy percent (70%) of the total Commitments.

          "Type" shall mean (a) when used in respect of any
Mortgage Loan, an Eligible Conforming Mortgage Loan, an Eligible
Gestation Mortgage Loan, an Eligible Non-Conforming Mortgage Loan
or an Eligible Wet Mortgage Loan and (b) when used in respect of
any Loan, a Tranche A Loan, a  Tranche B Loan, a  Tranche C Loan,
a  Tranche D Loan or a Swing-Line Loan.

          "VA" shall mean the Veterans Administration and any
successor thereto.

          "Warehouse Borrowing" shall mean a borrowing, pursuant
to a Borrowing Request, consisting of Tranche A Loans, Tranche B
Loans, Tranche C Loans, and/or Tranche D Loans, in each case made
concurrently by all Lenders.

          "Warehouse Collateral" shall mean the "Collateral" as
defined in Section 4.2.

          "Warehouse Collateral Agent" shall mean the Agent or
any successor designated as the "Collateral Agent" hereunder.

          "Warehouse Loans" shall mean the Tranche A Loans, the
Tranche B Loans, the Tranche C Loan, and/or the Tranche D Loans.

          "Warehouse Period" shall mean, for any Mortgage Loan,
the period commencing on the Borrowing Date for such Mortgage
Loan and ending on the first to occur of: (i) ninety (90) days
after such Borrowing Date (forty-five (45) days in the case of
Tranche D Borrowings); (ii) expiration of the Investor Commitment
for such Mortgage Loan; (iii) if applicable, within twenty-one
(21) days after redelivery by Agent to Borrowers of any non-
conforming instrument or document for correction unless Borrowers
have completed correction thereof and have delivered same to
Agent within such 21-day period; or (iv) in the case of any
Tranche B Borrowing, five (5) Banking Days after the date of
funding such Borrowing unless the Collateral Documents with
regard to such Borrowing have been delivered to and accepted by
Agent.

          "Whole Loan Sale" shall mean the nonrecourse sale of a
Mortgage Loan to an Approved Investor by a Borrower.

          "Wholly-Owned Subsidiary" shall mean  any Subsidiary,
all of the stock or ownership interest of every class of which,
except directors' qualifying shares, shall, at the time as of
which any determination is being made, be owned by a Borrower
either directly or through Wholly-Owned Subsidiaries.

Section 1.2    Terms Generally.

          The definitions in Section 1.1 shall apply equally to
both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.  The words
"include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation." All references
herein to Articles, Sections, Exhibits and Attachments shall be
deemed references to Articles and Sections of, and Exhibits and
Attachments to, this Agreement or to an Exhibit to this Agreement
unless the context shall otherwise require.  Except as otherwise
provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from
time to time; provided that, for purposes of determining
compliance with any covenant set forth in Article VI, such term
shall be construed in accordance with GAAP as in effect on the
date of this Agreement applied on a basis consistent with the
financial statements referred to in Section 5.4(a).


                           ARTICLE II
                   AMOUNTS AND TERMS OF LOANS

Section 1.3    Commitments and Borrowing Base.

          (a)  Tranche A Loans.  Subject to and upon the terms
and conditions herein set forth, each Lender agrees, severally
and not jointly, at any time and from time to time during the
Borrowing Period, to make Tranche A Loans to Borrowers in an
aggregate principal amount which, (i) when added to the aggregate
principal amount of all other Tranche A Loans made by such Lender
does not exceed such Lender's Commitment Percentage of the
Tranche A Sublimit, or (ii) when added to the aggregate principal
amount of all other then outstanding  Loans made by such Lender
to Borrowers does not exceed such Lender's  Commitment; provided
that the aggregate principal amount of Tranche A Loans of all of
the Lenders outstanding at any time shall not exceed the lesser
of:  (i) the Tranche A Sublimit and (ii) the then current
Collateral Value of the Tranche A Borrowing Base.  Each Tranche A
Borrowing shall be made ratably by Lenders in accordance with
each Lender's respective Commitment Percentage.  Within the
foregoing limits and subject to the conditions set forth in
Article III, a Borrower may borrow and reborrow Tranche A Loans
under Section 2.2 and prepay Tranche A Loans under Section 2.8.

          (b)  Tranche B Loans.  Subject to and upon the terms
and conditions herein set forth, each Lender agrees, severally
and not jointly, at any time and from time to time during the
Borrowing Period, to make Tranche B Loans to Borrowers in an
aggregate principal amount which, (i) when added to the aggregate
principal amount of all other Tranche B Loans made by such Lender
does not exceed such Lender's Commitment Percentage of the
Tranche B Sublimit, or (ii) when added to the aggregate principal
amount of all other then outstanding Loans made by such Lender to
Borrowers does not exceed such Lender's Commitment; provided that
the aggregate principal amount of Tranche B Loans of all of the
Lenders outstanding at any time shall not exceed the lesser of
(i) the Tranche B Sublimit and (ii) the then current Collateral
Value of the  Tranche B Borrowing Base.  Each Tranche B Borrowing
shall be made ratably by Lenders in accordance with each Lender's
respective Commitment Percentage.  Within the foregoing limits
and subject to the conditions set forth in Article III, Borrowers
may borrow and reborrow Tranche B Loans under Section 2.2 and
prepay Tranche B Loans under Section 2.8.

          (c)  Tranche C Loans.  Subject to and upon the terms
and conditions herein set forth, each Lender agrees, severally
and not jointly, at any time and from time to time during the
Borrowing Period, to make Tranche C Loans to Borrowers in an
aggregate principal amount which, (i) when added to the aggregate
principal amount of all other Tranche C Loans made by such Lender
does not exceed such Lender's Commitment Percentage of the
Tranche C Sublimit, or (ii) when added to the aggregate principal
amount of all other then outstanding  Loans made by such Lender
to Borrowers does not exceed such Lender's Commitment; provided
that the aggregate principal amount of Tranche C Loans of all of
the Lenders outstanding at any time shall not exceed the lesser
of: (i) the Tranche C Sublimit and (ii) the then current
Collateral Value of the Tranche C Borrowing Base.  Each Tranche C
Borrowing shall be made ratably by Lenders in accordance with
each Lender's respective Commitment Percentage.  Within the
foregoing limits and subject to the conditions set forth in
Article III, Borrowers may borrow and reborrow Tranche C Loans
under Section 2.2 and prepay Tranche C Loans under Section 2.8.

          (d)  Tranche D Loans.  Subject to and upon the terms
the conditions herein set forth, each Lender agrees, severally
and not jointly, at any time and from time to time during the
Borrowing Period, to make Tranche D Loans to Borrowers in an
aggregate principal amount which, (i) when added to the aggregate
principal amount of all other Tranche D Loans made by such Lender
does not exceed such Lender's Commitment Percentage of the
Tranche D Sublimit, or (ii) when added to the aggregate principal
amount of all other then outstanding  Loans made by such Lender
to Borrowers does not exceed such Lender's Commitment; provided
that the aggregate principal amount of Tranche D Loans of all of
the Lenders outstanding at any time shall not exceed the lesser
of: (i) the Tranche D Sublimit and (ii) the then current
Collateral Value of the  Tranche D Borrowing Base.  Each Tranche
D Borrowing shall be made ratably by Lenders in accordance with
each Lender's respective Commitment Percentage.  Within the
foregoing limits and subject to the conditions set forth in
Article III, Borrowers may borrow and reborrow Tranche D Loans
under Section 2.2 and prepay Tranche D Loans under Section 2.8.

          (e)  Swing-Line Loans.   Subject to and upon the terms
and conditions herein set forth, Agent may, in its sole
discretion, at any time and from time to time from the Effective
Date up to but excluding the date upon which the Commitments are
terminated, make Swing-Line Loans to the Borrowers in an
aggregate principal amount at any time outstanding which, when
added to the aggregate outstanding Swing-Line Loans made by Agent
to Borrowers, does not exceed $30,000,000.00; provided that the
aggregate principal amount of Swing-Line Loans outstanding at any
time shall not exceed the limitations set forth in Section
2.1(f).  Within the foregoing limits and subject to the
conditions set forth in Article III, Borrowers may borrow and
reborrow Swing-Line Loans under Section 2.2 and prepay such Loans
under Section 2.8.

          (f)  Limitation on Aggregate Warehouse Loans and Swing-
Line Loans. Notwithstanding anything contained herein, the
aggregate principal amount of Warehouse Loans and Swing-Line
Loans of all of the Lenders and Agent at any time outstanding
shall not exceed the lesser of (i) the sum of the Commitments of
all of the Lenders then in effect and (ii) the Collateral Value
of the Borrowing Base.

Section 1.4    Method of Borrowing.

          (a)  Whenever a Borrower desires to make a Warehouse
Borrowing or Swing-Line Borrowing hereunder, an Authorized
Officer shall deliver to Agent written notice of such proposed
Borrowing (a "Borrowing Request"), each such notice to be given
prior to 12:00 noon (Orlando time) on the date of such proposed
Borrowing.  A Borrowing Request, among other things, shall
specify the name of Borrower, the amount of the Borrowing being
requested and the Type of Borrowing; provided, however, subject
to Section 2.3(c) and (d), each Borrowing Request, at Agent's
election, shall be deemed a request by such Borrower for a Swing-
Line Loan, up to the Swing-Line Limit.  Each Borrowing Request
shall be irrevocable and shall be in the form of Exhibit B-1
(with respect to all Loans other than Loans under Tranche B) or
Exhibit B-2 (with respect only to Loans under Tranche B), as the
case may be.  With regard to each Borrowing, Borrowers shall
deliver or cause to be delivered to Agent (i) the applicable
Borrowing Base Addition Report, before 10:30 a.m. on the
Borrowing Date, and (ii) except as otherwise permitted for
Tranche B Borrowings as set forth in subsection (b) below, all of
the Collateral Documents required by Exhibit E for any new
Collateral added by that Borrowing Base Addition Report.

          (b)  A Tranche B Borrowing may be funded before
delivery to Agent of all of the Collateral Documents for the
Eligible Mortgage Loans supporting that Tranche B Borrowing.  The
Borrowing Base Addition Report delivered to Agent for a Tranche B
Borrowing may be sent to Agent by fax but must identify and
describe each Mortgage Loan that supports that Tranche B
Borrowing and the amount of the Borrowing Base for Eligible
Mortgage Loans applicable to it.  By delivering the Borrowing
Base Addition Report, Borrowers confirm their grant under this
Agreement of a security interest in each Collateral Document
included as Collateral in that Borrowing Base Addition Report
that is perfected subject to delivery of the related promissory
notes for those Mortgage Loans to Agent or its bailee.

          (c)  Without in any way limiting a Borrower's
obligation to deliver to Agent a copy of any written Borrowing
Request, Agent may act without liability upon the basis of any
telephonic Borrowing Request believed by Agent in good faith to
be from an Authorized Officer prior to receipt of written
confirmation.  In each such case, each Borrower hereby waives the
right to dispute Agent's record of the terms of such telephonic
notice.  An Authorized Officer shall promptly confirm in writing
any Borrowing Request given by telephone.

          (d)  On the date of receipt of such Borrowing Request,
Agent shall promptly give and, in any event, by 1:00 p.m.
(Orlando time), each Lender facsimile notice of each proposed
Borrowing, such Lender's proportionate share thereof based on
such Lender's Commitment Percentage of such proposed Borrowing
and any other matters covered by the Borrowing Request.  Agent
shall not be required to notify any Lender of a Swing-Line
Borrowing.

          (e)  The interest rate applicable to each Loan to be
made as part of a Borrowing shall be the Fed Funds Rate or the
LIBOR Rate as then applicable to Borrowings under that Type of
Loan under Section 2.5 hereof.

          (f)  By delivering a Borrowing Request to Agent
hereunder, each Borrower shall be deemed to have represented and
warranted that all of the representations and warranties of
Borrowers contained in Article V hereof are true and correct with
the same force and effect as if made on the date of such
Borrowing Request and that no Potential Default or Event of
Default has occurred and is continuing.

          (g)  By adding any Mortgage Loan to a Borrowing Base in
accordance with subsection (a) above and Section 4.3 hereof,
Borrowers shall be deemed to represent and warrant to Agent and
Lenders at and as of the date of such addition that with respect
to such Mortgage Loan, each of the statements set forth in the
definition of Eligible Conforming Mortgage Loan, Eligible
Gestation Mortgage Loan, Eligible Non-Conforming Mortgage Loan,
or Eligible Wet Mortgage Loan, as the case may be, is true and
correct.  Unless a Borrower notifies Agent by facsimile to the
contrary within one (1) Banking Day after receipt by Borrowers of
any Borrowing Base Certificate prepared by Agent, then Borrowers
shall be deemed to represent and warrant to Agent and Lenders at
and as of the date of such certificate that each of the
statements set forth in the definition of Eligible Gestation
Mortgage Loan, Eligible Non-Conforming Mortgage Loan, or Eligible
Wet Mortgage Loan, as the case may be, with respect to each
Mortgage Loan included in the computation of the collateral value
of the applicable Borrowing Base set forth in such certificate is
true and correct.  If any such statement proves to be untrue or
incorrect in any respect at any time, then such Mortgage Loan
shall be deemed to have no collateral value for the purposes of
computing the collateral value of the applicable Borrowing Base,
and Borrowers shall promptly so notify Agent by facsimile.

          (h)  Agent reserves the right in its discretion to
review and reduce the Borrowing Base at any time and/or to
require additional Warehouse Collateral or payment by Borrowers
to reduce the outstanding principal amount of the Obligations in
the event the sale or collateralization of any Mortgage Loan is
not consummated on or before of sale recited in the applicable
Investor Commitment.

Section 1.5    Disbursement of Funds.

          (a)  No later than 2:00 p.m. (Orlando time) on the date
of each Borrowing, each Lender shall make available to Agent the
full amount of such Lender's Commitment Percentage of such
Borrowing, in immediately available funds, by wire transfer of
such funds to Agent at the Payment Office in accordance with
Agent's wire instructions on Exhibit G; provided; that pursuant
to a Borrower's request set forth in a Borrowing Request, Lenders
shall apply the proceeds of any Tranche D Borrowing directly to
the repayment of outstanding Tranche A Loans, without any
exchange of funds.  Unless Agent determines that any applicable
condition in Article III has not been satisfied and except as set
forth in the immediately foregoing proviso, Agent shall make the
funds so received from Lenders available to the applicable
Borrower by deposit of such funds to the Master Account.

          (b)  Unless Agent has been notified by any Lender
before 2:00 p.m. (Orlando time) on the date of a proposed
Borrowing that such Lender does not intend to make available to
Agent on such date such Lender's Commitment Percentage of such
Borrowing, Agent may assume that such Lender will make such
amount available to Agent on such date and Agent may (but shall
not be obligated to) make available to the applicable Borrower a
corresponding amount.  If such corresponding amount is made
available to such Borrower by Agent, but is not in fact made
available to Agent by such Lender (a "Defaulting Lender") on such
date, Agent shall be entitled to recover such corresponding
amount on demand from such Defaulting Lender, together with
interest at the overnight Fed Funds Rate for each day until paid.
A Defaulting Lender shall be deemed to have assigned to Agent the
right to receive any and all payments due to it in respect of the
Obligations until the sum of such payments received by Agent is
equal to the amount owed to Agent by such Defaulting Lender
pursuant to the preceding sentence.  The foregoing assignment
shall be deemed to be a power coupled with an interest and shall
be absolute and irrevocable.  Nothing in this subsection shall be
deemed to relieve any Lender from its obligation to fulfill its
obligation to make Loans hereunder or to prejudice any rights
that the applicable Borrower, Agent or any Lender may have
against any Defaulting Lender hereunder.

          (c)  No later than 3:00 pm (Orlando time) on the date
of each Swing-Line Borrowing, Agent shall, unless it has elected
not to make Swing-Line Loans pursuant to the related Borrowing
Request, or unless it determines that any applicable condition in
Article III has not been satisfied, make the full amount of Swing-
Line Borrowing available to the applicable Borrower by deposit of
such funds to the Master Account.

          (d)  No later than 12:00 noon (Orlando time) on Monday
of each week (or on the next Banking Day if such Monday is not
Banking Day) or, as determined by Agent, on any other Banking
Day, Agent shall notify each Lender of the aggregate principal
amount of Swing-Line Loans that are outstanding and the amount of
Warehouse Loans required to be made by each Lender (including
Agent) to refinance such outstanding Swing-Line Loans (which
amount shall be equal to each Lender's Commitment Percentage of
such outstanding Swing-Line Loans).  Interest on the Swing-Line
Loans being refinanced shall be payable by Borrowers in
accordance with Section 2.5.

          (e)  No later than 2:00 pm (Orlando time) on each date
that Agent gives notice to Lenders of the refinancing of Swing-
Line Loans pursuant to Section 2.3(d), each Lender will make
available to Agent the full amount of Lender's Commitment
Percentage of the outstanding amount of Swing-Line Loans being
refinanced.  Each amount made available to Agent pursuant to this
Section 2.3(e) (including Agent's Commitment Percentage of such
amount) shall be deemed a Warehouse Loan and shall be allocated
to the Type of Loan for which the Swing-Line Loan was previously
made.  The proceeds of Warehouse Loans pursuant to this Section
2.3(e) shall paid to Agent and applied to the outstanding Swing-
Line Loans.  Each Borrower authorizes Agent to charge any account
maintained by it with Agent in order to immediately pay Agent the
amount of such outstanding Swing-Line Loans, to the extent
amounts received from Lenders are insufficient to repay in full
the outstanding Swing-Line Loans to be refinanced.  If any
portion of any amount paid to Agent by a Borrower pursuant to
this Section 2.3(e) (other than any amounts received by Agent
pursuant to the preceding sentence) should be recovered by or on
behalf of such Borrower from Agent in bankruptcy or otherwise,
the loss of the amount so recovered shall be ratably shared among
all Lenders.  Each Lender's obligation to make Warehouse Loans
pursuant to this Section 2.3(e) shall be absolute and
unconditional and shall not be affected by any circumstance
including, but not limited to, (1) any setoff, counterclaim,
recoupment, defense or other right that such Lender may have
against Agent, any other Lender, either Borrower or any other
Person for any reason whatsoever; (2) the occurrence or
continuance of a Potential Default or Event of Default; (3) any
adverse change in the condition (financial or otherwise) of
either Borrower; (4) any breach of this Agreement or any other
Loan Document by a Borrower, Agent or any other Lender; or (5)
any other circumstance, happening or event whatsoever, whether
not similar to any of the foregoing; provided, that in no event
shall a Lender be obligated to make Warehouse Loan pursuant to
this Section 2.3(e) if after giving effect thereto, the
outstanding principal amount of such Lender's Warehouse Loans and
its Commitment Percentage of any Swing-Line Loans remaining
outstanding would exceed its Commitment.  If any Lender fails to
make the full amount of its Warehouse Loans available to Agent
pursuant to this Section 2.3(e), Agent shall be entitled to
recover such corresponding amount on demand from Lender together
with interest for each day until paid at the same rate as
applicable to the Swing-Line Loans for the first three (3) days
and thereafter at the Prime Rate in effect from time to time plus
100 basis points.  Such Lender shall be deemed to have assigned
to Agent the right to receive any and all payments due to it in
respect of the Obligation until the sum of such payments received
by Agent is equal to the amount to Agent by such Lender pursuant
to the preceding sentence.  The foregoing assignment shall be
deemed to a power coupled with an interest and shall be absolute
and irrevocable.

          (f)  No Lender shall be responsible for any default by
any other Lender in its obligation to make Loans hereunder, and
each Lender shall be obligated to make the Loans on the terms set
forth herein, regardless of the failure of any other Lender to
fulfill its obligations hereunder.  If any Lender fails to make
available its Commitment Percentage of any Borrowing (and Agent
does not advance such Lender's share to the applicable Borrower
pursuant to subsection (b) above), then such Borrower may,
subject to all of the terms and conditions set forth in Sections
2.1 and 2.2, make additional Borrowings hereunder to cover the
unfunded share of the original Borrowing.

Section 1.6    Notes.

          Borrowers' obligation to pay the principal of and
interest on the Loans made by each Lender and Swing-Line Loans
made by Agent shall be evidenced by a promissory note (each a
"Note" and collectively the "Notes") substantially in the form of
Exhibit A, with blanks appropriately completed in conformity
therewith and payable to the order of such Lender.  Each Lender
shall, and is hereby authorized by each Borrower to, endorse on
the schedule attached to the Note delivered to such Lender (or on
a continuation of such schedule attached to such Note and made a
part thereof), or otherwise to record in such Lenders internal
records, an appropriate notation evidencing the date and amount
of each Loan of the related Type from such Lender, each payment
and prepayment of principal of any such Loan, each payment of
interest on any such Loan, and applicable interest rates, and
other information with respect thereto, and any such recordation
shall absent manifest error constitute prima facie evidence of
the accuracy of the information so recorded; provided that the
failure of any Lender to make such a notation or any error
therein shall not affect the Obligations of Borrowers, including
the Obligation of Borrowers to repay the Loans made by such
Lender in accordance with the terms of this Agreement and the
Notes.

Section 1.7    Interest.

          (a)  Except as otherwise provided in this Agreement,
the principal amount of each Borrowing owed to any Lender
(including Swing-Line Borrowings owed to Agent) shall bear
interest at an annual interest rate equal to the lesser of: (i)
the Maximum Rate or (ii) (A) for Tranche A Loans and Tranche B
Loans, the Fed Funds Rate or LIBOR Rate plus, in either case, 100
basis points, floating daily, (B) for Tranche C Loans, the Fed
Funds Rate or LIBOR Rate plus, in either case, 175 basis points,
floating daily, (C) for Tranche D Loans, the Fed Funds Rate or
LIBOR Rate plus, in either case, 50 basis points, floating daily,
and (D) for Swing-Line Loans, the interest rate applicable to the
Type of Mortgage Loans being funded as set forth in clauses (A),
(B) and (C) above of this subsection, in each instance, as
selected by Borrowers on a monthly basis in the manner set forth
in subsection (b) below.

          (b)  Borrowers shall select the interest rate to be
applicable to each Type of Loan as set forth in subsection (a)
above by giving written notice to Agent on the Effective Date,
and thereafter, prior to 12:00 noon (Eastern Time) on each
Interest Rate Selection Date of their selection of such interest
rate, which selection shall be irrevocable until the next
Interest Rate Selection Date.  The interest rate so selected with
regard to each Type of Loan shall be applicable to all Borrowings
under that Type of Loan until the next Interest Rate Selection
Date, at which time Borrowers may select a different interest
rate in accordance with the foregoing procedure.  If Borrowers
fail to timely make a selection of the interest rate to be
applicable to any Type of Loan in the manner set forth above, the
rate last in effect for such Type of Loan shall continue until
the next Interest Rate Selection Date.  Any change in the
interest rate due to a change in the Fed Funds Rate or the LIBOR
Rate shall be effective at the beginning of the Banking Day on
which any such change is announced.

          (c)  Overdue principal and interest in respect of each
Loan and all other overdue amounts owing hereunder shall bear
interest for each day that such amounts are overdue at a rate per
annum equal to the Interim Default Rate; provided, however, if
any such amounts are overdue for a period in excess of ten (10)
days, Agent, at its option may (or upon direction of the Required
Lenders shall) elect, without notice to Borrowers, to have all
such overdue amounts bear interest for each day that such amounts
are overdue (after as well as before judgment) at a rate per
annum equal to the Default Rate.

          (d)  Interest on each Loan shall accrue from and
including the Borrowing Date thereof to but excluding the date of
any repayment thereof and shall be payable (i) on or before the
second  (2nd) Banking Day after receipt of the billing statement
referred to in subsection (e) below, (ii) with respect to any
Type of Loan upon any prepayment in full of all of Lenders' or
Agent's outstanding Loans of the related Type, (iii) at maturity
(whether by acceleration or otherwise) and (iv) after maturity,
on demand.

          (e)  Agent shall deliver to Borrowers and each Lender
an interest billing statement for each month on or before the
fifth (5) Banking Day of the next succeeding month, which
interest billing statement shall set forth the interest accrued
on the Loans for such month; provided that any failure or delay
in delivering such interest billing statement or any inaccuracy
therein shall not affect the Obligations.

          (f)  Notwithstanding anything in this Agreement or in
any of the other Loan Documents to the contrary, the sum of all
interest and all other amounts deemed interest under Florida or
other applicable law which may be collected by Lenders under this
Agreement or the Notes shall not exceed the Maximum Rate.
Lenders and Borrowers intend and agree that under no
circumstances shall be Borrowers be required to pay interest on
the Loans or any other Obligations at a rate in excess of the
Maximum Rate, and in the event any such interest is received or
charged by any Lender in excess of the Maximum Rate, Borrowers
shall be entitled to an immediate refund of any such excess
interest by a credit to and payment toward the unpaid balance of
the Obligations (such credit to be considered to have been made
at the time of the payment of the excess interest) with any
excess interest not so credited to be immediately repaid to
Borrowers by such Lender.

Section 1.8    Termination or Reduction of Commitments.

          The Commitments shall automatically terminate on the
earlier to occur of:  (i) the Maturity Date and (ii) the date of
any Change of Control, subject to earlier termination as set
forth in Section 8.2.  The Commitments may not be reduced in part
by Borrowers, but may be terminated in their entirety at any time
by Borrowers upon at least thirty (30) days' prior irrevocable
notice to Agent.

Section 1.9    Mandatory Repayments.

          (a)  Borrowers shall repay all outstanding Loans on the
earliest to occur of: (i) the Maturity Date, (ii) a Change of
Control, and (iii) the date on which Borrowers terminate the
Commitments pursuant to Section 2.6.

          (b)  Borrowers shall immediately prepay: (i) Tranche A
Loans to the extent that the aggregate outstanding principal
amount of Tranche A Loans exceeds the Collateral Value of the
Tranche A Borrowing Base, (ii) Tranche B Loans to the extent that
the aggregate outstanding principal amount of Tranche B Loans
exceeds the Collateral Value of the Tranche B Borrowing Base,
(iii) Tranche C Loans to the extent that the aggregate
outstanding principal amount of Tranche C Loans exceeds the
Collateral Value of the Tranche C Borrowing Base, (iv) Tranche D
Loans to the extent that the aggregate outstanding principal
amount of Tranche D Loans exceeds the Collateral Value of the
Tranche D Borrowing Base, and (v) Swing-Line Loans to the extent
that the aggregate principal amount of Warehouse Loans and Swing-
Line Loans exceeds the Collateral Value of the Borrowing Base.

          (c)  Notwithstanding any other provision of this
Agreement, Agent shall not be required to accept or to continue
to hold as security for repayment of Borrowings under Section 4.3
any Mortgage Loans which have aged more than the length of the
Warehouse Period (provided, however, Mortgage Loans in an
aggregate principal amount equal to up to ten percent (10%) of
all Borrowings outstanding may remain in the warehouse for up to
one hundred twenty (120) days) and Borrowers, upon request of
Agent, shall immediately repay to Lenders any Borrowings made
with respect to such Mortgage Loans, together with all accrued
and unpaid interest thereon.  If Agent continues to hold as
security for repayment of such Borrowings any Mortgage Loans
which have aged more than the Warehouse Period, such Mortgage
Loans shall have no value for Borrowing Base Purposes.  Mortgage
Loans held by Agent for more than sixty (60) days (thirty (30)
days in the case of Mortgage Loans funded with Tranche D
Borrowings) will be "marked-to-market" or as market conditions
dictate.

          (d)  Each repayment of Loans of a certain Type under
this Section 2.7 shall be allocated among Lenders in accordance
with the aggregate outstanding principal amounts of their
respective Loans of such Type.  Interest shall be payable in
accordance with the provisions of Section 2.5.

Section 1.10   Optional Prepayments.

          Borrowers shall have the right at any time and from
time to time to prepay outstanding Loans of any Type, in whole
upon not less than thirty (30) Days prior written notice to
Agent, or in part without prior notice; provided that each
partial prepayment of any Loan shall be in an aggregate principal
amount of $100,000.00 or any multiple of $50,000.00 in excess
thereof.  Borrowers shall, at the time of making such prepayment,
designate the Type of Loans being prepaid.  If Borrowers fail to
make such a designation, any funds received as a prepayment
pursuant to this Section 2.8 shall be applied first, to Swing-
Line Loans then outstanding, and second, to Tranche D Loans,
Tranche B Loans, Tranche A Loans, and Tranche C Loans then
outstanding (in that order).  Each prepayment of Loans of a
certain Type under this Section 2.8 shall be allocated among
Lenders in accordance with the aggregate outstanding principal
amounts of their respective Loans of such Type. All prepayments
of Loans under this Section 2.8 shall be without premium or
penalty.  Interest shall be payable in accordance with the
provisions of Section 2.5.

Section 1.11   Fees

          (a)  Borrowers agree to pay to Agent for the account of
each Lender a facility fee at a rate per annum equal to one-tenth
of one percent (0.10%) of the amount of such Lender's Commitment
(whether used or unused).  Such fees shall be deemed earned in
full on the Effective Date and shall be payable in arrears on a
quarterly basis on the last Banking Day of each March, June,
September and December commencing June 30, 1998, and on the
Maturity Date; provided that if the Commitments are terminated at
any time prior to the Maturity Date, each remaining unpaid
quarterly installment of such fees through the Maturity Date
shall be paid in full on the date of such termination.

          (b)  Borrowers agree to pay to Agent for the account of
each Lender a non-usage fee at a rate per annum equal to one-
twentieth of one percent (0.05%) on the unused amount of such
Lender's Commitment if the average monthly amount outstanding
thereunder does not exceed fifty percent (50%) of the maximum
amount of such Lender's Commitment.  Such fees, if any, shall be
payable in arrears on a quarterly basis on the last Banking Day
of each March, June, September and December, commencing June 30,
1998, and on the Maturity Date.

          (c)  Borrowers agree to pay to Warehouse Collateral
Agent, for its own account, a collateral agent fee in the amount
of $5.00 for each Mortgage Loan warehoused by Borrowers with
Agent, together with an additional agency fee of $3.00 for each
Mortgage Loan funded with Tranche D Borrowings for gestation
initial certification, payable monthly in arrears upon receipt by
Borrowers of a statement from Agent for such fee based upon the
prior month's activity and on the dates separately agreed to by
Agent and Borrowers.

          (d)  Borrowers agree to pay Agent, for its own account,
an agency fee (the "Agency Fee") in the amount and on the dates
separately agreed to by Agent and Borrowers.

          (e)  The fees set forth in this Section 2.9, once paid,
shall not be refundable under any circumstances, except that (i)
any Lender that defaults on its obligation to make any Loan
pursuant to Section 2.1 when all of the conditions precedent to
making such Loan have been satisfied shall refund to Borrowers
the portion (based on the number of days in the applicable
period) of the facility fee for the related Type of Loan paid to
such Lender attributable to the period from the date of such
default to the earlier of (x) the date on which such default is
cured and (y) the next payment date for the facility fee and (ii)
if Agent resigns as Agent hereunder it shall refund to Borrowers
the portion (based on the number of days in the applicable
period) of any Agency Fee paid to Agent attributable to the
period from the date of such resignation to the next payment date
for the Agency Fee.

Section 1.12   Payments, Etc.

          (a)  Except as otherwise specifically provided herein,
all payments by Borrowers under this Agreement shall be made
without defense, set-off or counterclaim to Agent not later than
1:00 p.m. (Orlando time) on the date when due, it being expressly
agreed and understood that if a payment is received after 1:00
p.m. (Orlando time) by Agent, such payment will be deemed to have
been made on the next succeeding Banking Day and interest thereon
shall be payable at the then applicable rate during such
extension.  All payments hereunder shall be made in U.S. Dollars
in immediately available funds at the Payment Office.  Agent will
promptly after receipt of each such payment (and in any event by
the close of business on the day on which such funds are received
or deemed to have been received) distribute funds in the form
received relating to the payment of (i) principal or interest on
any Type of Loan to Lenders with Loans of the corresponding Type
ratably in accordance with the aggregate principal amount of the
Loans of such Type of such Lenders, (ii) Fees with respect to any
Type of Commitment ratably to Lenders with Commitments of the
corresponding Type and (iii) any other amount payable to any
Lender to such Lender.

          (b)  Whenever any payment to be made hereunder or under
any Note shall be stated to be due on a day that is not a Banking
Day, the due date thereof shall be extended to the next
succeeding Banking Day and, with respect to payments of
principal, interest thereon shall be payable at the then
applicable rate during such extension.

          (c)  All computations of interest and Fees shall be
made on the basis of a year of three hundred and sixty (360) days
for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such
interest or Fees are payable.  Each determination by Agent of an
interest rate or Fee hereunder shall be conclusive and binding
absent manifest error.

          (d)  Prior to the maturity of the Loans, all amounts
received on any day by Agent in respect of principal of the Loans
shall be applied by Agent as follows: first, to Agent, for its
own account, to repay the outstanding amount of Swing-Line Loans
outstanding on such day; second, ratably to Lenders in accordance
with the aggregate principal amounts of their respective
outstanding Loans, to repay the aggregate principal amount of
Loans due and payable on such day pursuant to Section 2.7; third,
ratably to Lenders in accordance with the aggregate principal
amounts of their respective outstanding Loans, to prepay
outstanding Loans being prepaid on such day pursuant to Section
2.8; and fourth the balance, if any, shall (provided that no
Event of Default of any type, or Potential Default relating to
the nonpayment of an Obligation, has occurred and is continuing)
be released by Agent to Borrowers by transfer to the Master
Account.  If any Event of Default or any such Potential Default
has occurred and is continuing, but Agent has not yet accelerated
the maturity of the Obligations pursuant to Section 8.2, Agent
shall apply all amounts remaining after making the applications
required by clauses first, second and third above to the
repayment of outstanding Loans.

          (e)  Upon the maturity of the Loans (whether upon
acceleration or otherwise), all amounts received by Agent
hereunder and under the other Loan Documents shall be disbursed
by Agent as follows: first, to Collateral Agent in accordance
with the amounts due to Collateral Agent, to reimburse it for all
fees, costs and expenses reasonable incurred by it in connection
with an Event of Default or otherwise payable to it in its
capacity as Collateral Agent under the Loan Documents; second, to
Agent, to reimburse Agent for all fees, costs and expenses
reasonably incurred by it in connection with an Event of Default,
or otherwise payable to it in its capacity as Agent under the
Loan Documents; third, ratably to Lenders in accordance with the
amount of interest on the Loans and Fees due to such Lenders, to
pay all accrued and unpaid interest on the Loans and Fees due
hereunder; fourth ratably to Lenders in accordance with the
aggregate principal amounts of their respective outstanding
Loans, to repay all outstanding Loans; fifth, ratably to Lenders
in accordance with their respective unpaid Obligations, to pay
all remaining unpaid Obligations; and sixth, to Borrowers by
transfer to the Master Account, or to such other account as
Borrowers may direct in writing for such purpose.

Section 1.13   Indemnity.

          Borrowers shall indemnify each Lender against any loss
or expense that such Lender actually sustains or incurs as a
consequence of (a) any failure by Borrowers to fulfill on the
Effective Date or on the date of any Borrowing hereunder the
applicable conditions set forth in Article III or (b) the
occurrence of any Event of Default.  A certificate of any Lender
setting forth in reasonable detail any amount or amounts which
such Lender is entitled to receive pursuant to this Section 2.11
shall be delivered to Borrowers and shall be conclusive and
binding absent manifest error.

Section 1.14   Taxes

          (a)  All payments made by Borrowers under this
Agreement and the other Loan Documents shall be made free and
clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by
any Governmental Authority, excluding, in the case of Agent and
each Lender, net income taxes and franchise taxes (imposed in
lieu of net income taxes) imposed on Agent or such Lender, as the
case may be, as a result of a present or former connection
between the jurisdiction of the government or taxing authority
imposing such tax and Agent or such Lender (excluding a
connection arising solely from Agent or such Lender having
executed, delivered, performed its obligations or received a
payment under, or enforced, this Agreement or the other Loan
Documents) or any political subdivision or taxing authority
thereof or therein (all such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions and withholdings being
hereinafter called "Taxes").  If any Taxes are required to be
withheld from any amounts payable to Agent or any Lender
hereunder or under other Loan Documents, the amounts so payable
to Agent or such Lender shall be increased to the extent
necessary to yield to Agent or such Lender (after payment of all
Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement and the
other Loan Documents.  Whenever any Taxes are payable by a
Borrower, as promptly as possible thereafter such Borrower shall
send to Agent for its own account or for the account of such
Collateral Agent or such Lender, as the case may be, a certified
copy of an original official receipt received by such Borrower
showing payment thereof.  If a Borrower fails to pay any Taxes
when due to the appropriate taxing authority or fails to remit to
Agent the required receipts or other required documentary
evidence, Borrowers shall indemnify Agent and Lenders for any
incremental taxes, interest or penalties that may become payable
by Agent or any Lender as a result of any such failure.  The
agreements in this subsection shall survive the termination of
this Agreement and the payment of the Notes and all other amounts
payable under the Loan Documents.

          (b)  Each Lender that is a party hereto on the date
hereof represents and warrants that it is incorporated under the
laws of the United States of America or a state thereof.  Each
Lender becoming a party hereto after the date hereof agrees that
it will on or prior to the first interest payment date after it
becomes a party hereto deliver to Borrowers and Agent either a
statement that it is incorporated under the laws of the United
States of America or a state thereof or, if not so incorporated,
(i) two duly completed copies of United States Internal Revenue
Service Form 1001 or 4224 or successor applicable form, as the
case may be, and (ii) an Internal Revenue Service Form W-8 or W-9
or successor applicable form.  Each such Lender not so
incorporated also agrees to deliver to Borrowers and Agent two
further copies of the said Form 1001 and 4224 and Form W-8 or W-
9, or successor applicable forms or other manner of
certification, as the case may be, on or before the date that any
such form expires or becomes obsolete or after the occurrence of
any event requiring a change in the most recent form previously
delivered by it to Borrowers or Agent, and such extensions or
renewals thereof as may reasonably be requested by Borrowers or
Agent, unless in any such case an event (including any change in
treaty, law or regulation) has occurred prior to the date on
which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Lender
from duly completing and delivering any such form with respect to
it and such Lender so advises Borrowers and Agent.  Such Lender
shall certify (i) in the case of a Form 1001 or 4224, that it is
entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income
taxes and (ii) in the case of a Form W-8 or W-9 that it is
entitled to an exemption from United States backup withholding
tax.

          (c)  A Borrower shall not be required to pay any
increased amount on account of Taxes pursuant to this Section
2.12 to any Lender to the extent such Taxes would not have been
payable if such Lender had furnished a statement or form
(properly and accurately completed in all material respects)
which it was required to furnish in accordance with subsection
(b) of this Section 2.12, and such Taxes shall be borne solely by
such Lender.

Section 1.15   Sharing of Setoffs.

          Each Lender agrees that if it shall, through the
exercise of a right of banker's lien, setoff or counterclaim
against a Borrower, or pursuant to a secured claim under Section
506 of Title II of the United States Code or other security or
interest arising from, or in lieu of, such secured claim,
received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other
means, obtain payment (voluntary or involuntary) in respect of
any Obligation as a result of which the unpaid portion of its
Obligations shall be proportionately less than the unpaid portion
of the Obligations of any other Lender, it shall simultaneously
purchase from such other Lender at face value a participation in
the Obligations of such other Lender, so that the aggregate
unpaid amount of the Obligations and such participations in
Obligations held by each Lender shall be in the same proportion
to the aggregate unpaid amount of all Obligations then
outstanding as the amount of its Obligations prior to such
exercise of banker's lien, setoff or counterclaim or other event
was to the principal amount of all Obligations outstanding prior
to such exercise of banker's lien, setoff or counterclaim or
other event; provided that, if any such purchase or purchases or
adjustments are made pursuant to this Section 2.13 and the
payment giving rise thereto is thereafter recovered, such
purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or
adjustments restored without interest.  Each Borrower expressly
consents to the foregoing arrangements and agrees that any Lender
holding a participation in an Obligation deemed to have been so
purchased may exercise any and all rights of banker's lien,
setoff or counterclaim with respect to any and all moneys owing
by such Borrower to such Lender by reason thereof as fully as if
such Lender had made a loan directly to such Borrower in the
amount of such participation.


                          ARTICLE III
                    CONDITIONS TO BORROWINGS

Section 1.16   Conditions to Borrowings.

          As conditions precedent to each Lender's obligation to
make any Loan hereunder at and as of the date of borrowing
thereof:

          (a)  Agent shall have received a properly completed
Borrowing Request and a properly completed Borrowing Base
Addition Report, together with each and all of the other
documents and instruments required thereby as set forth in
Section 4.3.

          (b)  The representations and warranties of each
Borrower contained in the Loan Documents shall be accurate and
complete in all material respects on and as of the date of such
borrowing as if made on and as of such date.

          (c)  No Potential Default or Event of Default shall
have occurred and be continuing (except as otherwise set forth in
Section 2.3 (e) with regard to Lenders' obligations to Agent in
connection with the refinancing of Swing-Line Loans).

          (d)  Following the funding of the requested Loan, the
aggregate principal amount of Loans outstanding hereunder shall
not exceed the limitations set forth in Sections 2.1 and 2.7.

          (e)  Since December 31, 1997, no material adverse
change shall have occurred in the business, financial condition
or results of operations of either of the Borrowers or Premier
Bank.

          (f)  Agent shall have received such other documents or
legal opinions as Agent or any Lender or special counsel to Agent
may reasonably request, all in form and substance reasonably
satisfactory to Agent.

          (g)  By delivering a Borrowing Request to Agent
hereunder for any Borrowing, Borrowers shall be deemed to have
represented and warranted the accuracy and completeness of the
statements set forth in subsections (b) through (e) above as of
the date of such Borrowing.

Section 1.17   General.

          Each condition in this Agreement including, without
limitation, those set forth in Section 3.1 above, is material to
the transactions contemplated by this Agreement, and time is of
the essence with respect to each such condition.  Subject to
first obtaining the approval of Required Lenders, Lenders may
fund any Borrowing without all conditions being satisfied.
However, that funding shall not constitute a waiver of the
requirement that each condition be satisfied as a prerequisite
for any subsequent funding, unless Lenders specifically waive an
item in writing.

Section 1.18   Limitations on Obligations to Make Borrowings.

          In addition to the conditions for and limitations upon
Borrowings set forth in Section 3.1 above, Lenders shall have no
obligation to honor any Borrowing Request if (or to the extent
that): (i) any promissory note evidencing a Mortgage Loan, or the
supporting documents relative thereto, in the sole and absolute
discretion of Agent, is deemed to be unsatisfactory or
inadequate; (ii) any Mortgage Loan is not Eligible Mortgage Loan;
(iii) any Eligible Conforming Mortgage Loan against which the
Investor Commitment does not establish a specific purchase price;
(iv) any delinquencies or defaults exists on any Mortgage Loan;
or (v) the promissory note evidencing any Mortgage Loan has
matured and no extension has been granted by Agent.


                           ARTICLE IV
                            SECURITY

Section 1.19   Grant of Security Interest.

          Each Borrower hereby assigns, pledges, transfers and
grants to Agent, acting as "Warehouse Collateral Agent" on behalf
of and for the benefit of Lenders, a first priority security
interest in all of such Borrower's right, title and interest in,
under and to the property described in Section 4.2 below (for
purposes of this Article IV, collectively and severally, the
"Collateral"), to secure payment and performance of the
Obligations.

Section 1.20   Collateral.

          The Collateral shall consist of all right, title and
interest of each of the Borrowers in, under and to each of the
following:

          (a)  All Mortgage Loans, now owned or hereafter
acquired by such Borrower, including, without limitation, all
notes, all mortgages, deeds to secure debt, trust deeds and
security agreements evidencing, securing, guaranteeing or
otherwise relating to such Mortgage Loans, all rights to payment
thereunder, all rights in the Property securing payment of the
indebtedness of the Obligors thereunder, or that are the subject
of such Mortgage Loans, all rights under documents related
thereto, such as guaranties and insurance policies (issued by
governmental agencies or otherwise), including, without
limitation, mortgage and title insurance policies, binders and
commitments, fire and extended coverage insurance policies
(including the right to any return premiums) and, if applicable,
flood and earthquake insurance policies, participation
certificates or agreements, FHA insurance and VA guaranties, and
all rights, if any, in cash deposits consisting of impounds,
insurance premiums or other funds held on account thereof;

          (b)  All financing statements perfecting the security
interest of any of the Mortgage Loans or in the Property securing
any such Mortgage Loans;

          (1)  All Mortgage-Backed Securities, if any, now owned or
hereafter acquired by such Borrower, all right to the payment of
moneys and non-cash distributions on account thereof, and all
new, substituted and additional securities at any time issued
with respect thereto;

          (d)  All Investor Commitments, now existing or
hereafter arising, covering any part of the foregoing Collateral,
all rights to deliver Mortgage Loans to investors and other
purchasers pursuant thereto and all proceeds resulting from the
disposition of such Collateral pursuant thereto;

          (e)  All now existing or hereafter arising rights to
service, administer and/or collect any of the foregoing
Collateral at any date, and all rights to the payment of money on
account of such servicing, administration or collection
activities;

          (f)  The Master Account, the Controlled Disbursement
Account and the Cash Collateral Account, any and all funds at any
time held in such accounts, and any and all rights of such
Borrower to insurance payments made in respect of such accounts;

          (g)  All rights of such Borrower to service and
administer Mortgage Loans including without limitation (i) all
rights of such Borrower under any contracts to service and
administer such Mortgage Loans, (ii) all rights of such Borrower
to receive payments in connection therewith, whether on account
of the performance of services, upon the termination of such
servicing rights or otherwise (including, without limitation,
payments due from mortgagors and proceeds of FHA mortgage
insurance and VA guarantee claims or other proceeds of
foreclosure or other realization or recoveries on defaulted
Mortgage Loans as reimbursement for any advances made by such
Borrower with respect to the payment of principal and interest to
investors, the payment of taxes and insurance and other advances
made by such Borrower in connection with the servicing of such
Mortgage Loans), and (iii) all rights, if any, with respect to
the placement of escrow deposits associated with such Mortgage
Loans and all rights, if any, of such Borrower to the payment of
money with respect thereto;

          (h)  All now existing or hereafter acquired equipment,
files, documents, instruments, surveys, certificates,
correspondence, appraisals, computer programs, tapes, discs,
cards, accounting records and other books, records, information
and data of such Borrower relating to the foregoing Collateral
(including all such items necessary or helpful in the
administration or servicing of the foregoing Collateral);

          (i)  All now existing or hereafter arising accounts,
contract rights and general intangibles constituting or relating
to any of the foregoing Collateral; and

          (j)  All Proceeds of the foregoing Collateral.

Section 1.21   Delivery of Collateral Documentation; Submission
     of Collateral for Inclusion in Borrowing Bases.

          From time to time, each Borrower shall deliver or cause
to be delivered Collateral to Agent as hereinafter provided.
Each Borrower shall deliver or cause to be delivered Collateral
consisting of (i) Tranche A Mortgage Loans to be included in the
Tranche A Borrowing Base by delivery to Agent of a Tranche A
Borrowing Base Addition Report in the form of Exhibit C-1, (ii)
Tranche B Mortgage Loans to be included in the Tranche B
Borrowing Base by delivery to Agent of a Tranche B Borrowing Base
Addition Report in the form of Exhibit C-2, (iii) Tranche C
Mortgage Loans to be included in the Tranche C Borrowing Base by
delivery to Agent of a Tranche C Borrowing Base Addition Report
in the form of Exhibit C-3, and (iv) Tranche D Mortgage Loans to
be included in the Tranche D Borrowing Base by delivery to Agent
of a Tranche D Borrowing Base Addition Report in the form of
Exhibit C-4.  Each Borrowing Base Addition Report delivered
hereunder shall have all blanks completed in conformity therewith
and shall be accompanied by the applicable required documents,
instruments and agreements described on Exhibit E (the "Required
Documents") and, if requested by Agent at any time, the
applicable additional required documents, instruments, and
agreements described on Exhibit F (the "Additional Required
Documents").  All documentation relating to or constituting
Collateral delivered at any time to Agent under this Agreement
shall be held by Agent in a suitable depository maintained and
controlled solely by Agent and conspicuously marked to show the
interest of Lenders therein.

Section 1.22   Agent's Review of Collateral; Certifications.

          Upon any receipt of Required Documents for any item of
Collateral, Agent shall review the same in accordance with the
Collateral Review Procedures set forth on Exhibit H, as such
procedures may be amended, supplemented or otherwise modified
from time to time with the consent of the Required Lenders and
Agent.  If Agent notes any exception in such review, Agent shall
so note in the next applicable Borrowing Base Certificate
delivered to Lenders and shall follow the directions set forth
with respect to such exception in the Collateral Review
Procedures.  In the event that either Borrower had been requested
to deliver Additional Required Documents described on Exhibit F
with respect to any item of Collateral, Agent shall review and
verify such additional documents consistent with the review
procedures and obligations of Agent described in this Section
4.4.

Section 1.23   Release of Collateral Documentation.

          (a)  Unless an Event of Default has occurred and is
continuing, from time to time until otherwise notified by the
Required Lenders (by telephone, facsimile or otherwise), Agent is
hereby authorized upon written request of a Borrower to release
to the appropriate Borrower, documentation relating to Tranche A
Mortgage Loans or Tranche C Mortgage Loans against a trust
receipt executed by such Borrower substantially in the form of
Exhibit I, with all blanks completed in conformity therewith.
The appropriate Borrower and Agent will comply with the relevant
trust receipt and bailee procedures on Exhibit K hereto.  Each
Borrower hereby represents and warrants to Lenders that (A) any
request by such Borrower for release of Tranche A Mortgage Loans
or Tranche C Mortgage Loans pursuant to this subsection (a) shall
be solely for the purposes of connecting clerical or other non-
substantial documentation problems in preparation for returning
such Mortgage Loans to Agent for ultimate sale or exchange and
(B) such Borrower shall request such release in compliance with
all of the terms and conditions of such release set forth herein.

          (b)  Unless an Event of Default has occurred and is
continuing, from time to time until otherwise notified by the
Required Lenders (by telephone, facsimile or otherwise), Agent is
hereby authorized to release Tranche A Mortgage Loans and Tranche
C Mortgage Loans to Approved Investors for purchase.  Any
transmittal of documentation for Tranche A Mortgage Loans or
Tranche C Mortgage Loans in the possession of Agent in connection
with the sale thereof to an Approved Investor (including an
Agency) shall, in each case, be under cover of a Bailment Letter
substantially in the form of Exhibit J, with all blanks completed
in conformity therewith and duly executed by Agent, or, in the
case of FHLMC or FNMA, such other forms, duly executed by Agent
and, if necessary, the appropriate Borrower, in lieu of the
foregoing that FHLMC or FNMA require pursuant to their respective
Agency Guides.  In each case of transmittal of documentation
relating to Mortgage Loans pursuant to this subsection, Agent
shall instruct the recipient thereof that such documentation
shall be returned to Agent if such Mortgage Loans are not
purchased and the proceeds therefrom paid in accordance with
subsection (e) below within twenty-five (25) days after such
recipient's receipt of such documentation.  With respect to
transmittal of documentation relating to Tranche A Loans or
Tranche C Mortgage Loans, before Agent delivers documentation
pursuant to this subsection (b), the appropriate Borrower shall
have delivered such forms, duly executed by such Borrower,
required under the applicable Agency Guides or Investor
Commitments to effect delivery to FHLMC, FNMA or any other
Approved Investor of such Collateral and payment therefor in
accordance with the instructions of Agent.

          (c)  Unless an Event of Default or Potential Default
has occurred and is continuing, either Borrower, in connection
with the sale of any Tranche A Mortgage Loans or Tranche C
Mortgage Loans, may obtain the release of the security interest
granted under Section 4.1 in the applicable Collateral by paying
to Agent, for application to the Obligations in accordance with
this Agreement, the Borrowing Base for such Collateral
(determined as of the date that such Collateral was first
delivered to Agent) to be released.  Agent shall instruct FHLMC,
FNMA and any Approved Investor that all amounts payable on
account of the sale of Tranche A Mortgage Loans or Tranche C
Mortgage Loans by either Borrower are to be paid directly by such
party to the Cash Collateral Account maintained in Agent's name
alone for the benefit of Borrowers.  Pursuant to Section 4.1
above, Borrowers have granted to Lenders security interests in
and liens upon the Cash Collateral Account and in any and all
funds at any time held therein as collateral security for the
Obligations.   Amounts on deposit in the Cash Collateral Account
shall be paid to Lenders at or before 11:00 am. (Orlando time) on
each Banking Day for application against the Obligations pursuant
to Section 2.10.  Lenders shall hold their security interests in
and liens upon the Cash Collateral Account and the other accounts
referred to in Section 4.2 above and all funds at any time held
therein with all rights of a secured party under the Florida
Uniform Commercial Code and other applicable Florida law.  Upon
receipt of the full amount of the purchase price for each
Mortgage Loan from a purchaser thereof in accordance with this
subsection, the lien created by this Agreement on the affected
Mortgage Loan shall be automatically released.

          (d)  Unless an Event of Default has occurred and is
continuing, from time to time until otherwise notified by the
Required Lenders (by telephone, facsimile or otherwise), Agent is
hereby authorized to release Tranche A Mortgage Loans in
connection with the formation of a pool of Mortgage Loans for
sale in bulk to an Approved Investor under an Investor
Commitment.  Any transmittal of documentation for such Tranche A
Mortgage Loans in the possession of Agent shall be to the
Certificating Custodian and shall be under cover of a Bailment
Letter substantially in the form of Exhibit J, with all blanks
completed in conformity therewith and duly executed by Agent, and
if Agent is serving in the capacity as a Certificating Custodian,
Agent agrees to hold such documentation in accordance with the
terms set forth in Exhibit J.  Agent shall, with respect to each
Tranche A Mortgage Loan for which documentation is transmitted
pursuant to this subsection (d), instruct the Certificating
Custodian: (i) to return to Agent, within ten (10) days after
receiving such documentation, either (A) evidence of such
Mortgage Loan's initial certification for inclusion in a Mortgage
Loan pool for bulk sale to an Approved Investor under an Investor
Commitment if the Certificating Custodian so certifies such
Mortgage Loan or (B) all documentation relating to such Mortgage
Loan if the Certificating Custodian does not so certify such
Mortgage Loan; (ii) to immediately return all documentation
relating thereto to Agent if the Certificating Custodian
initially certifies such Mortgage Loan but subsequently
determines that such Mortgage Loan is not suitable for inclusion
in a Mortgage Loan pool for bulk sale to an Approved Investor
under an Investor Commitment prior to the completion of the sale
thereof; and (iii) to segregate and properly identify all such
documentation as collateral of Lenders that secures the
Obligations.  Before Agent delivers documentation pursuant to
this subsection (d), the appropriate Borrower shall have
delivered such forms, duly executed by such Borrower, required
under the applicable Investor Commitment to effect delivery to
the Certificating Custodian of such Tranche A Loans and payment
therefor in accordance with the instructions of Agent.  Each
Borrower further agrees to (x) enter into such arrangements and
agreements with Agent, the Certificating Custodian and the
applicable Approved Investor as may be necessary to facilitate
the bulk sale of such Mortgage Loans to such Approved Investor
and (y) conform its procedures relating to the bulk sale of such
mortgages to such Approved Investor and the delivery of such
forms and certifications required by such Approved Investor, to
accommodate the established procedures of Agent with respect
thereto.

          (1)  If the Certificating Custodian returns to Agent
documentation relating to any Mortgage Loan following the
Certificating Custodian's determination that such Mortgage Loan
is not suitable for bulk sale as set forth above, Agent shall
hold such documentation in accordance with the terms hereof as
collateral security for the Obligations and, following the
appropriate Borrower's resubmission of such Mortgage Loan for
inclusion on the Tranche A Borrowing Base pursuant to a Tranche A
Borrowing Base Addition Report, shall also include such Mortgage
Loan in the Tranche A Borrowing Base if the Mortgage Loan
constitutes an Eligible Conforming Mortgage Loan.

          (f)  Unless an Event of Default has occurred and is
continuing, from time to time until otherwise notified by the
Required Lenders (by telephone, facsimile or otherwise), Agent
shall arrange for the transfer of any Mortgage Loans pledged to
Agent which are to be sold in bulk to an Approved Investor, or
the nominee thereof, in accordance with the term of any
applicable Investor Commitment, trade or settlement.  Borrowers
agree to provide Agent with written designation of such
purchasers and Approved Investors, together with the appropriate
instructions for crediting such purchasers' and investors'
respective accounts.  All deliveries of Mortgage Loans in bulk to
such Approved Investors shall be made only "against payment" by
such Approved Investors to the Cash Collateral Account, in
immediately available funds, of the full purchase price of such
Mortgage Loans, in accordance with the terms of such Investor
Commitments, trades or settlements.

          (g)  Unless an Event of Default has occurred and is
continuing, Agent shall take such steps in addition to those set
forth above as it may be reasonably directed from time to time by
Borrowers in writing that are not inconsistent with the
provisions of this Agreement and that Borrowers deem necessary to
enable Borrowers to perform and comply with Investor Commitments,
trades and settlements and with other agreements for the sale or
other disposition in whole or in part of Mortgage Loans.

          (h)  If an Event of Default has occurred and is
continuing, Agent shall not, and shall incur no liability to
either Borrower or any other Person for refusing to, release any
item of Collateral to either Borrower or any other Person without
the express prior written consent and at the direction of all of
the Lenders.

Section 1.24   Borrowing Base Certificate; Other Information.

          Agent shall deliver to Lenders, on Monday of each week
and on such other days as any Lender may reasonably request, a
Borrowing Base Certificate in respect of the Loans, prepared by
Agent and dated as of the Friday preceding such Monday or as of
such other day.
Agent shall deliver promptly to Lenders such other reports and
information relating to the Collateral and the performance of the
Obligations hereunder as any Lender may from time to time
reasonably request; provided that Agent shall receive reasonable
additional compensation from Borrowers for services rendered
beyond those specifically enumerated in this Agreement.

Section 1.25   Standard of Care of Agent; Duties;
     Indemnification.

          Agent is a bailee for hire and shall hold the
Collateral in accordance with customary standards for those
engaged as custodians of commercial documents in similar
capacities.  Notwithstanding anything to the contrary contained
herein:

          (a)  The provisions of this Agreement and the
attachments hereto set forth the exclusive duties of Agent, and
no implied duties or obligations shall be read into this
Agreement against Agent.  Agent shall not be bound in any way by
any agreement or contract other than this Agreement and the
attachments hereto and any other agreement to which it is a
party.  Agent shall not be required to ascertain or inquire as to
the performance or observance of any of the conditions or
agreements to be performed or observed by any other party, except
as specifically provided in this Agreement and the attachments
hereto.  Agent disclaims any responsibility for the validity or
accuracy of the recitals to this Agreement and any
representations and warranties contained herein, unless
specifically identified as recitals, representations or
warranties of Agent.

          (b)  Throughout the term of this Agreement, Agent shall
have no responsibility for ascertaining the value,
collectibility, insurability, enforceability, effectiveness or
suitability of any Mortgage Loan, the title of any party therein,
the validity or adequacy of the security afforded thereby, or the
validity of this Agreement (except as to Agent's authority to
enter into this Agreement and to perform its obligations
hereunder).

          (c)  Agent shall not be under any duty to examine or
pass upon the genuineness, validity or legal sufficiency of any
of the documents constituting part of any Mortgage Loan file,
including, without limitation, whether any document purporting to
be an assignment is in recordable form or whether any Evidence of
Notice to Customer and Rescission is in compliance with
Regulation Z or other applicable law, and shall be entitled to
assume that all documents constituting part of such files are
genuine and valid and that they are what they purport to be, and
that any endorsements or assignments thereof are genuine and
valid.  Agent may rely upon and shall be protected in acting in
good faith upon any notice, resolution, request, consent, order,
certificate, report, statement or other paper or document
appearing on its face to be genuine and to have been signed or
presented by the proper party or parties or by a person or
persons authorized to act on behalf of the proper party or
parties.  Agent shall not be liable for any action or omission to
act as bailee except for its own gross negligence or willful
misconduct.

          (d)  No provision of this Agreement shall require Agent
to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers, if, in its judgment,
it shall believe that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it.

          (e)  Agent is not responsible for preparing or filing
any reports or returns relating to federal, state or local income
taxes with respect to this Agreement, other than for Agent's
compensation or for reimbursement of expenses.

          (f)  Each Borrower agrees to reimburse and hold
harmless Agent, its directors, officers, employees and agents
from and against any and all liability, loss and expense,
including reasonable counsel fees, arising from or connected with
Agent's execution and performance of this Agreement including but
not limited to the claims of any third parties, including any
assignee, except in the case of loss, liability or expense
resulting from gross negligence or willful misconduct on the part
of Agent.  Notwithstanding anything to the contrary contained
herein, this provision shall survive the termination of this
Agreement.

          (g)  At its sole cost and expense, Agent shall have the
power to employ such agents as it may deem necessary or
appropriate in the performance of its duties and the exercise of
its powers under this Agreement.

          (h)  Anything in this Agreement to the contrary
notwithstanding, in no event shall Agent be liable hereunder to
either Borrower, Lenders or any other person for consequential
loss or damage of any kind whatsoever (including but not limited
to loss of profits), even if Agent has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

Section 1.26   Fees and Expenses of Agent.

          Agent shall notify Borrowers of all fees, expenses and
charges of Agent arising out of Agent's entering into this
Agreement and performing its duties and obligations as Warehouse
Collateral Agent under this Agreement, and such fees, expenses
and charges shall be paid promptly by Borrowers or, if already
paid by Agent, Borrowers promptly shall reimburse Agent therefor.
Agent may employ, at Borrower's expense, such legal counsel and
other experts as it reasonably deems necessary in connection with
entering into this Agreement and performing its duties and
obligations under this Agreement.

Section 1.27   Availability of Documents.

          Each of the Lenders and its agents, accountants,
attorneys and auditors will be permitted during normal business
hours at any time and from time to time upon reasonable notice to
Agent to examine (to the extent permitted by applicable law) the
files, documents, records and other papers in the possession or
under the control of Agent relating to any or all of the
Collateral and to make copies thereof.  As long as no Event of
Default has occurred and is continuing, any such activity will be
at no cost or expense to Borrowers; if an Event of Default has
occurred and is continuing, all costs and expenses associated
with the exercise by any Lender of its rights under this Section
4.9 shall be paid by Borrowers within fifteen (15) days of
receipt by Borrowers from such Lender of a statement setting
forth in reasonable detail the amount thereof.
Section 1.28   Representations and Warranties of Borrowers With
     Regard to the Collateral.

          Each Borrower hereby represents and warrants that: (a)
such Borrower has good title to and is the sole owner of the
Collateral pledged by it hereunder (or, in the case of after-
acquired Collateral, at the time such Borrower acquires rights in
the Collateral, will be the sole owner thereof); (b) except for
the security interest granted hereunder to Lenders, no Person has
(or, in the case of after-acquired Collateral, at the time such
Borrower acquires rights therein, will have) any right, title,
claim or interest (by way of security interest or other lien or
charge or otherwise) in, against or to the Collateral pledged by
it hereunder; (c) all information heretofore, herein or hereafter
supplied to Agent or Lenders by or on behalf of such Borrower
with respect to the Collateral is or will be accurate and
complete in all material respects; and (d) no consent of any
other Person is required for the grant of the security interest
provided herein by such Borrower in any of the Collateral
including, without limitation, any computer software being
utilized by such Borrower pursuant to license, lease or otherwise
other than consents which have been obtained, nor will any
consent need to be obtained upon the occurrence of an Event of
Default for Lenders to exercise their rights with respect to any
of the Collateral.

Section 1.29   Covenants of Borrowers With Regard to the
     Collateral.

          Each Borrower hereby agrees: (a) to procure, execute
and deliver from time to time any and all endorsements,
assignments, financing statements and other writings deemed
necessary or appropriate by Agent to perfect, maintain and
protect its security interest hereunder and the priority thereof
(and hereby authorizes Agent to execute and file any such
financing or continuation statement without the signature of such
Borrower to the extent permitted by applicable law) and to
deliver promptly to Agent all originals of Collateral or Proceeds
consisting of chattel paper or instruments; (b) not to surrender
or lose possession of (other than to Agent), sell, encumber, or
otherwise dispose of or transfer, any Collateral or right or
interest therein other than shipment of Mortgage Loans under
Investor Commitments and as otherwise permitted under Section 4.5
above; (c) at all times upon the request of the Required Lenders,
to account fully for and promptly to deliver to Agent, in the
form received, all Collateral or Proceeds thereof endorsed to
Agent as appropriate and accompanied by such assignments and
powers, duly executed, as Agent shall request, and until so
delivered all Collateral and Proceeds thereof shall he held in
trust for Lenders, separate from all other property of such
Borrower and identified as being subject to the interest of
Lenders; (d) at any reasonable time (and no less frequently than
on an annual basis), upon request by Agent or any Lender, to
exhibit and to allow inspection by Agent or such Lender (or
Persons designated by Agent or such Lender) of the Collateral and
the records concerning the Collateral (at no cost to such
Borrower unless an Event of Default has occurred and is
continuing, except that such Borrower shall pay Agent's
reasonable fees, not to exceed $250.00, and costs in connection
with Agent's annual financial and operational audit); (e) to keep
the Collateral pledged by it hereunder insured against loss,
damage, theft and other risks customarily covered by insurance,
and such other risks as Agent may reasonably request and name
Agent as a "loss payee" under all such insurance; (f) to do all
acts that a prudent investor would deem necessary or desirable to
maintain, preserve and protect the Collateral pledged by it
hereunder, (g) not knowingly to use or permit any Collateral to
be used unlawfully or in violation of any provision of this
Agreement or any applicable statute, regulation or ordinance or
any policy of insurance covering the Collateral; (h) to pay (or
require to be paid) prior to their becoming delinquent all taxes,
assessments, insurance premiums, charges, encumbrances and liens
now or hereafter imposed upon or affecting any Collateral pledged
by it hereunder; (i) to notify Agent of any change in such
Borrower's name, identity or structure through merger,
consolidation or otherwise before any such change shall occur;
(j) to appear in and defend, at such Borrower's cost and expense
(unless such action or proceeding arises solely from an act or
failure to act by Agent or Lenders), any action or proceeding
that may affect its title to or Lenders' interest in the
Collateral; (k) to keep accurate and complete records of the
Collateral pledged by it hereunder (including a copy of the
malpractice policy of each attorney closing Mortgage Loans for
such Borrower and original insured closing letters from each
title insurance company for which the attorney is agent) and to
provide Agent with such records and such reports and information
relating to such Collateral as Agent may reasonably request from
time to time; and (1) to comply with all laws, regulations and
ordinances relating to the possession, maintenance and control of
the Collateral.

Section 1.30   Collection of Collateral Payments.

          (a)  Each Borrower shall, at its sole cost and expense,
endeavor to obtain payment, when due and payable, of all
Collateral Payments, including, without limitation, the taking of
such action with respect thereto as Agent may reasonably request,
or, in the absence of such request, as such Borrower may
reasonably deem advisable; provided that such Borrower shall not,
without the prior written consent of Agent, grant or agree to any
rebate, refund, compromise or extension with respect to any
Collateral Payment.  Upon the request of the Required Lenders
following the occurrence of an Event of Default, each Borrower
shall notify and direct any party who is or might become
obligated to make any Collateral Payment with respect to the
Collateral, to make payment thereof to Agent (or to such Borrower
in care of Agent) at such address as Agent may designate.  Each
Borrower shall reimburse Agent promptly upon demand for all out-
of-pocket costs and expenses, including reasonable attorneys'
fees and litigation expenses, actually incurred by Agent in
seeking to collect any Collateral Payment.

          (b)  If an Event of Default has occurred and is
continuing, upon the request of the Required Lenders, each
Borrower shall, immediately upon receipt, transmit and deliver to
Agent, in the form received, all cash, checks, drafts and other
instruments for the payment of money (properly endorsed when
required so that such items may be collected by Agent) that may
be received by such Borrower at any time as payment on account of
any Collateral Payment with respect to the Collateral and if such
request is made, until delivery to Agent, such items shall be
held in trust for Agent and shall not be commingled by such
Borrower with any of its other funds or property.  Agent is
hereby authorized and empowered to endorse the name of each
Borrower on any check, draft or other instrument for the payment
of money received by Agent on account of any Collateral Payment
if Agent believes such endorsement is necessary or desirable for
purposes of collection.

          (c)  Each Borrower shall indemnify and save harmless
Agent from and against all reasonable liabilities and expenses on
account of any adverse claim asserted against Agent relating to
any moneys received by Agent on account of any Collateral
Payment, and such obligation of each Borrower shall continue in
effect after and notwithstanding the discharge of the Obligations
and the release of the security interest granted in Section 4.1
above.

Section 1.31   Authorized Action by Agent.

          Each Borrower hereby irrevocably appoints Agent as its
attorney-in-fact, coupled with an interest, to do (but Agent
shall be obligated to and shall incur no liability to either
Borrower or any third party for failure so to do) at the request
and direction of the Required Lenders, at any time while an Event
of Default has occurred and is continuing, any act that either
Borrower is obligated by this Agreement to do, and to exercise
such rights and powers as such Borrower might exercise with
respect to the Collateral, including, without limitation, the
right to (a) collect by legal proceedings or otherwise and
endorse, receive and receipt for all interest, payments, proceeds
and other sums and property now or hereafter payable on or on
account of the Collateral; (b) enter into any extension,
reorganization, deposit, merger, consolidation or other agreement
pertaining to, or deposit, surrender, accept, hold or apply other
property in exchange for, the Collateral; (c) insure, process and
preserve the Collateral; (d) transfer the Collateral to Agent's
own name or its nominee's name; (e) sell or otherwise dispose of
the Collateral as provided in Section 8.2 hereof, and (f) make
any compromise or settlement, and take any other action it deems
advisable with respect to the Collateral.  Notwithstanding
anything contained herein, in no event shall Agent be required to
make any presentment, demand or protest, or give any notice, and
Agent need not take any action to preserve any rights against any
prior party or any other Person in connection with the
Obligations or with respect to the Collateral.

Section 1.32   Negative Pledge.

          As long as any Obligations remain unpaid or any Lender
has any Commitment hereunder, Premier Bancshares shall not
pledge, assign, transfer or encumber any capital stock it holds
of Premier Lending or Premier Bank to any third party, except as
follows:

          (1)  Premier Bancshares shall have sixty (60) days following the
Effective Date within which to obtain a release of the existing
pledge of the outstanding capital stock of Premier Lending and
Premier Bank to The Bankers Bank of Atlanta, Georgia (the
"Existing Lender") which secures an existing line of credit loan
in the maximum principal amount of $15,000,000.00 (the "Existing
Loan") and, if such release is not obtained within said time
period, Premier Bancshares shall execute and deliver the Pledge
Agreement to Agent, thereby granting a secondary pledge of such
stock to Agent, on behalf of Lenders, and shall use its best
efforts to cause the Existing Lender to enter into an
intercreditor agreement with Agent, on behalf of Lenders, joined
by Premier Bancshares, which intercreditor agreement shall
provide for the consent of the Existing Lender to such secondary
pledge and its agreement to hold such stock as agent and bailee
of Agent, and further, shall provide for such other terms and
conditions as may reasonably be required by Lenders including,
but not limited to, the agreement of the Existing Lender and
Premier Bancshares not to increase the amount of the existing
indebtedness above the maximum loan amount existing as of the
Effective Date, not to grant or permit any further pledge of such
stock (other than the secondary pledge to Lenders) and not to
grant or permit any assignment of the Existing Lender's interest
in such pledged stock; and

     (2)  Premier Bancshares shall be entitled, one time only within
sixty (60) days following the Effective Date, to refinance the
Existing Loan and/or to obtain a new loan up to a maximum
principal amount of $25,000,000.00 (the "New Loan") from another
lender (the "New Lender") secured by a first priority pledge to
the New Lender of not more than fifty percent (50%) of the
outstanding capital stock of Premier Bank (the remaining fifty
percent (50%) of such stock shall be and remain subject to the
negative pledge hereunder); provided, however, if the New Loan is
paid off or refinanced at any time, any new or continuing pledge
of any of the outstanding capital stock of Premier Bank shall be
prohibited unless approved in writing by the Required Lenders in
their sole discretion.


                           ARTICLE V
                 REPRESENTATIONS AND WARRANTIES

          As an inducement to Agent and each Lender to enter into
this Agreement and to make Loans as provided herein, each of
Borrowers represents and warrants to Agent and each Lender that:

Section 1.33   Corporate Existence; Compliance with Law and
     Contractual Obligations.

          Each Borrower (a) is duly organized, validly existing
and in good standing as a corporation under the laws of the state
of its incorporation and in each jurisdiction where its ownership
of property or conduct of business requires such qualification,
except where the failure to be so qualified would not have a
material adverse effect on its business, operations, property or
financial condition or on the ability of such Borrower to pay and
perform the Obligations; (b) has the corporate power and
authority and the legal right to own and operate its property and
to conduct business in the manner in which it does and proposes
so to do; and (c) is not in violation of any Requirement of Law
or any Contractual Obligation if such violation could have a
material adverse effect on its business, operations, property or
financial condition or on the ability of such Borrower to pay and
perform the Obligations.

Section 1.34   Corporate Power; Authorization; Enforceable
     Obligations.

          Each Borrower has the corporate power and authority to
execute, deliver and perform the Loan Documents to which it is a
party and has taken all necessary corporate action to authorize
the execution, delivery and performance of such Loan Documents.
Such Loan Documents have been duly executed and delivered on
behalf of each Borrower and constitute legal, valid and binding
obligations of each Borrower enforceable against it in accordance
with their respective terms, except as enforceability may be
limited by applicable bankruptcy, insolvency and other similar
laws affecting creditors' rights generally and by general
principles of equity.

Section 1.35   No Legal or Contractual Bar.

          Except for any consent to this Agreement required from
the Existing Lender, the execution, delivery and performance of
the Loan Documents, the borrowings of Loans hereunder and the use
of the proceeds thereof, do not and will not (a) violate any
Requirement of Law or any Contractual Obligation of either
Borrower or any of its Subsidiaries, (b) except as contemplated
by this Agreement and, if applicable, the Pledge Agreement,
require any license, consent, authorization, approval or any
other action by, or any notice to or filing or registration with,
any Governmental Authority or any other Person or (c) result in
the creation or imposition of any Lien on any asset of either
Borrower or any of its Subsidiaries except as contemplated by the
Loan Documents.

Section 1.36   Financial Information.

     (1)  The consolidated balance sheet of Premier Bancshares and its
consolidated Subsidiaries as at December 31, 1997 and the related
consolidated statements of income, retained earnings and cash
flows for the fiscal year then ended, including in each case the
related schedules and notes, reported on by Ernst & Young LLP,
copies of which have been previously delivered to each of the
Lenders, are complete and correct and fairly present the
consolidated financial condition of Premier Bancshares and its
consolidated Subsidiaries as at the date thereof and the
consolidated results of operations and cash flows for such
period, in accordance with GAAP applied on a consistent basis.

     (2)  The unaudited balance sheets of Premier Lending and Premier
Bank as at December 31, 1997, and the related unaudited
statements of income, retained earnings and cash flows for the
fiscal year then ended, certified by the chief financial officer
of each such corporation, true copies of which have been
previously delivered to each of the Lenders, are complete and
correct and fairly present the financial condition of Premier
Lending or Premier Bank, as applicable, as at the date thereof
and the results of operations and cash flows for such period in
conformity with GAAP applied on a basis consistent with the
financial statements referred to in subsection (a) of this
Section 5.4 (except to the extent that such unaudited financial
statements have been prepared on a combined basis rather than a
consolidated basis).

     (3)  Neither Borrower has any material liability of any kind,
whether accrued, contingent, absolute, determined, determinable
or otherwise, and no condition, situation or set of circumstances
exists that could be reasonably expected to result in such a
liability, in each case that is not reflected in the balance
sheet referred to in Section 5.4(a) or will not be reflected in
the most recent balance sheet delivered to Agent and Lenders
pursuant to Section 6.1(a)(i) or (ii).

     (4)  Since December 31, 1997, no material adverse change has
occurred in the business, financial condition or results of
operations of Premier Bancshares and its Subsidiaries, taken as a
whole.

Section 1.37   No Material Litigation.

          There is no litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or,
to the knowledge of either Borrower, threatened by or against
Premier Bancshares any of its Subsidiaries, or against any of
Premier Bancshares or any such Subsidiary's properties or
revenues that, individually or in the aggregate, if adversely
determined, could have a material adverse effect on the business,
financial condition or results of operations of Premier
Bancshares and its Subsidiaries, taken as a whole, or on the
ability of Borrowers to pay and perform the Obligations.

Section 1.38   Taxes.

          Premier Bancshares and each of its Subsidiaries have
filed or caused to be filed all tax returns that are required to
be filed and have paid all taxes shown to be due and payable on
such returns or on any assessments made against them or any of
their property other than taxes and assessments that are being
contested in good faith by appropriate proceedings and as to
which such Borrower or such Subsidiary has established adequate
reserves in conformance with GAAP.

Section 1.39   Investment Company Act.

          Neither Borrower is an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

Section 1.40   Subsidiaries; Capitalization.

          Except for Premier Lending's fifty percent (50%)
ownership interest in Mortgage Mobile, LLC, neither Premier
Lending nor Premier Bank has any Subsidiaries.  All of the issued
and outstanding capital stock of Premier Lending and Premier Bank
is owned, beneficially and of record, by Premier Bancshares.

Section 1.41    Use of Proceeds.

          The proceeds of all Tranche A Loans shall be used by
the applicable Borrower solely for the purpose of financing
Eligible Conforming Mortgage Loans.  The proceeds of all Tranche
B Loans shall be used by the applicable Borrower solely for the
purpose of originating or acquiring Eligible Wet Mortgage Loans.
The proceeds of all Tranche C Loans shall be used by the
applicable Borrower solely for the purpose of originating or
acquiring Eligible Non-Conforming Mortgage Loans.  The proceeds
of all Tranche D Loans shall be used by the applicable Borrower
solely for the purpose of originating or acquiring Eligible
Gestation Mortgage Loans.  The proceeds of all Swing-Line Loans
shall be used by the applicable Borrower solely for one of the
enumerated uses of proceeds of Warehouse Loans set forth above.

Section 1.42   ERISA.

     (1)  No Prohibited Transactions, Accumulated Funding
Deficiencies, withdrawals from Multiemployer Plans or Reportable
Events have occurred with respect to any Plans or Multiemployer
Plans that, in the aggregate, could subject either Borrower or
any of its Subsidiaries to any material tax, penalty or other
liability where such tax, penalty or liability is not covered in
full, for the benefit of such Borrower or such Subsidiary, by
insurance; (b) no notice of intent to terminate a Plan has been
filed, nor has any Plan been terminated under Section 4041 of
ERISA, nor has the PBGC instituted proceedings to terminate, or
appointed a trustee to administer, a Plan and no event has
occurred or condition exists that might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Plan; (c) the present value of
all benefits liabilities (as defined in Section 4001(a)(16) of
ERISA) under all Plans (based on the actuarial assumptions used
to fund the Plans) does not exceed the assets of the Plans; and
(d) the execution, delivery and performance by Borrowers of the
Loan Documents and the borrowing of the Loans hereunder and the
use of the proceeds thereof will not involve any Prohibited
Transaction.

Section 1.43   Security Interests.

          The security interests created in favor of Lenders
under this Agreement constitute and will constitute perfected
security interests in the Collateral, and such Collateral is not
and will not be subject to any other Liens, except as described
in Section 4.14 with respect to the Pledged Stock Collateral, if
applicable.

Section 1.44   Agency Approvals.

          Premier Lending is (a) an FNMA and FHLMC approved
Seller/Servicer, (b) a HUD Direct Endorsement Lender, and  (c) a
VA approved Lender, in each case, in good standing.

Section 1.45   Principal Place of Business and Chief Executive
     Office; Location of Records.

          Each Borrower's principal place of business and chief
executive office and the place where its records concerning the
Collateral are kept are set forth on Exhibit L hereto.

Section 1.46   Trade Name.

          Neither Borrower has used nor transacted business under
any other corporate or trade name in the five-year period
preceding the Effective Date except, in the case of Premier
Bancshares, the corporate names of First Alliance/Premier
Bancshares, Inc. and First Alliance Bancorp, Inc., and, in the
case of Premier Lending, the corporate name, Premier Acceptance
Corporation.


                           ARTICLE VI
                           COVENANTS

Section 1.47   Affirmative Covenants.

          Each Borrower hereby covenants and agrees that, as long
as any Obligations remain unpaid or any Lender has any Commitment
hereunder, such Borrower shall:

          (a)  Reports to Agent and  Lenders.  Furnish or cause
to be furnished to Agent and each Lender directly:

               (i)  Annual Financial Statement.  As soon as
available and in any event within ninety (90) days after the end
of each fiscal year of each Borrower, a balance sheet of each
Borrower as at the end of such year and the related statements of
income, retained earnings and cash flows of each Borrower for
such fiscal year (and in the case of Premier Bancshares including
such financial statements on a consolidated basis with each of
its Subsidiaries), setting forth in each case in comparative form
the figures for the previous fiscal year, all in reasonable
detail and accompanied by a report thereon of Ernst & Young LLP
or other independent public accountants of comparable recognized
national standing, which report shall be unqualified as to scope
of audit and shall state that such financial statements present
fairly the financial condition as at the end of such fiscal year,
and the results of operations and cash flows for such fiscal
year, of each Borrower in accordance with GAAP consistently
applied.  Such financial statements shall include, with regard to
Premier Lending, a breakdown of revenues and expenses between its
mortgage banking, commercial finance and other primary operations
and, with regard to both Borrowers, be accompanied by a
certificate attesting to such Borrower's compliance with the
financial covenants applicable to such Borrower as set forth in
Article VII of this Agreement.

               (ii) Quarterly Financial Statements.  As soon as
available and in any event within forty-five (45) days after the
end of each fiscal quarter of each Borrower, a balance sheet of
each Borrower as at the end of such fiscal quarter and the
related statements of income, retained earnings and cash flows of
each Borrower for such fiscal quarter and the portion of the
fiscal year ended at the end of such fiscal quarter (and in the
case of the statements of cash flows, for the immediately
preceding four (4) fiscal quarters), all in reasonable detail and
certified by the chief financial officer of such Borrower that
they are complete and correct and that they present fairly the
financial condition as at the end of such fiscal quarter, and the
results of operations and cash flows for such fiscal quarter and
such portion of the fiscal year, of each Borrower in accordance
with GAAP consistently applied (subject to normal year-end
adjustments);

               (iii)     Tax Returns.  As soon as available and
in any event within forty-five (45) days after the date of
filing, copies of the completed Federal income tax returns of
each Borrower;

               (iv) No Default/Compliance Certificate.  Together
with the financial statements required pursuant to subsections
(i) and (ii) above, a certificate of the chief financial officer
of such Borrower (A) to the effect that, based upon a review of
the activities of such Borrower and such financial statements
during the period covered thereby, no Event of Default or
Potential Default exists, or if an Event of Default or a
Potential Default exists, specifying the nature thereof and
Borrower's proposed response thereto, and (B) demonstrating in
reasonable detail compliance as at the end of such fiscal year,
such fiscal quarter or such month with the applicable financial
covenants set forth in Article VII;

               (v)  Audit Reports.  Promptly after receipt
thereof by Premier Lending, copies of each HUD Single Family
Audit Report and FNMA and FHLMC audit reports on Premier Lending
and its operations:

               (vi) Notice of Default.  Promptly after the
occurrence of an Event of Default or a Potential Default, a
certificate of the chief financial officer of such Borrower
specifying the nature thereof and such Borrower's proposed
response thereto;

               (vii)     Loss of Qualification.  Promptly after
the occurrence thereof, notice of any Mortgage Loan or Mortgage-
Backed Security included in any Borrowing Base that ceases to
qualify for inclusion in such Borrowing Base in accordance with
the terms of this Agreement and the other Loan Documents;

               (viii)    Litigation.  Promptly after the
occurrence thereof and in any event within five (5) days after
such Borrower knows or has reason to know of the occurrence
thereof, notice of the institution of or any material adverse
development in any action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator
or any governmental or administrative body, agency or official,
against either Borrower or any material property of any thereof,
in each case if such action, suit, proceeding, investigation or
arbitration, individually or together with one or more other
actions, suits, proceedings, investigations or arbitrations,
could result in liabilities to such Borrower in excess of the
Material Amount;

               (ix) ERISA.  In connection with ERISA:

                    (A)  Promptly and in any event within ten
(10) days after such Borrower knows or has reason to know of the
occurrence of a Reportable Event with respect to a Plan with
regard to which notice must be provided to the PBGC, a copy of
such materials required to be filed with the PBGC with respect to
such Reportable Event and in each such case a statement of the
chief financial officer of such Borrower setting forth details as
to such Reportable Event and the action that such Borrower
proposes to take with respect thereto;

                    (B)  Promptly and in any event within ten
(10) days after such Borrower knows or has reason to know of any
condition existing with respect to a Plan that presents a
material risk of termination of such Plan, imposition of an
excise tax, requirement to provide security to such Plan or
incurrence of other liability by such Borrower or any ERISA
Affiliate, a statement of the chief financial officer of such
Borrower describing such condition;

                    (C)  At least ten (10) days prior to the
filing by any plan administrator of a Plan of a notice of intent
to terminate such Plan, a copy of such notice;

                    (D)  Promptly and in no event more than ten
(10) days after the filing thereof with the Secretary of the
Treasury, a copy of any application by such Borrower or an ERISA
Affiliate for a waiver of the minimum funding standard under
section 412 of the Code;

                    (E)  Promptly and in no event more than ten
(10) days after the filing thereof with the Internal Revenue
Service, copies of each annual report that is filed on Form 5500,
together with certified financial statements for any Plan (if
any) as of the end of such year and actuarial statements on
Schedule B to such Form 5500;

                    (F)  Promptly and in any event within ten
(10) days after it knows or has reason to know of any event or
condition that might constitute grounds under section 4042 of
ERISA for the termination of, or the appointment of a trustee to
administer, any Plan, a statement of the chief financial officer
of such Borrower describing such event or condition;

                    (G)  Promptly and in no event more than 10
days after receipt thereof by such Borrower or any ERISA
Affiliate, a copy of each notice received by such Borrower or an
ERISA Affiliate concerning the imposition of any withdrawal
liability under section 4202 of ERISA; and

                    (H)  Promptly after receipt thereof a copy of
any notice such Borrower or any ERISA Affiliate may receive from
the PBGC or the Internal Revenue Service with respect to any Plan
or Multiemployer Plan; provided that this subparagraph (H) shall
not apply to notices of general application promulgated by the
PBGC or the Internal Revenue Service;

               (x)  Commitment Status Reports to all Lenders;
Mortgage Loan Delinquencies.

                    (A)  On Monday of each week, and on such
other days as Agent may reasonably request, a Commitment Status
Report, in the form of and containing the information required by
Exhibit M, prepared by Premier Lending, dated as of the Friday
preceding such Monday or as of such other day, of all Investor
Commitments; and

                    (B)  On the first Banking Day of each month,
and on such other days as Agent may reasonably request, a report,
prepared by both Borrowers, on the delinquency of Mortgage Loans
included in any Borrowing Base, in each case dated as of the
preceding Banking Day, including the following categories:

                         (1) 30 days past dues;
                         (2) 60 days past dues;
                         (3) 90+ days past dues; and
                         (4) number and principal amount of
foreclosure pending.

               (xi) Change of Control.  Promptly after obtaining
knowledge of any actual or proposed Change of Control, notice
thereof together with a description of the nature and the date or
proposed date thereof;

               (xii)     Mergers and Acquisitions.  Promptly,
upon entering into any agreement to purchase or acquire, or
permitting any of its Subsidiaries to enter into any agreement to
purchase or acquire, any or all of the assets or business of any
Person (whether such purchase or acquisition shall be by means of
merger, stock purchase, asset purchase or otherwise), notice
thereof, together with a copy of the agreement;

               (xiii)    Other Indebtedness.  Promptly, upon
creating, incurring, assuming, suffering to exist or otherwise
becoming liable in respect of, or permitting any of its
Subsidiaries to create, incur, assume, suffer to exist or
otherwise become liable in respect of, any indebtedness or
obligations in an aggregate principal amount exceeding
$250,000.00 (except as otherwise permitted by Section 4.14
hereof), notice thereof, together with copies of the evidence of
such indebtedness and related documents.

               (xiv)     Other Information.  Promptly, such
additional financial and other information, including financial
statements of such Borrower or any of its Subsidiaries or any
Approved Investor (other than FNMA or FHLMC), and such
information regarding the Collateral as any Lender, through
Agent, may from time to time reasonably request, including such
information as is necessary for any Lender to grant
participations of its interests in Loans hereunder or to enable
another financial institution to become a signatory hereto.

          (b)  Reports to Agent.  Furnish or cause to be
furnished to Agent by 12:00 noon (Orlando time) on each Banking
Day a Borrowing Base Certificate in respect of the  Loans, in
each case prepared by Premier Lending and dated as of such
Banking Day.

          (c)  Maintenance of Existence and Properties;
Compliance with Laws; Maintenance of Agency Status.  Preserve and
maintain, and cause each of its Subsidiaries to preserve and
maintain, its corporate existence and all rights, privileges,
licenses, approvals, franchises, properties and assets material
to the normal conduct of its business; comply, and cause each of
its Subsidiaries to comply, in all material respects with all
Contractual Obligations and Requirements of Law, except when the
failure to so comply would not have a material adverse effect on
the business, results of operations or financial condition of
such Borrower and its Subsidiaries, taken as a whole, or on the
ability of such Borrower to pay and perform the Obligations; and
in the case of Premier Lending only, maintain at all times its
status as an FNMA and FHLMC approved Seller/Servicer, a HUD
Direct Endorsement Lender and a VA approved Lender in good
standing.

          (d)  Inspection of Property; Books and Records;
Discussion.  Keep, and cause each of its Subsidiaries to keep,
proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of
Law shall be made of all dealings and transactions in relation to
its business and activities, and, permit representatives of Agent
and Lenders (at no cost to such Borrower unless an Event of
Default has occurred and is continuing) to visit and inspect any
of its properties and examine and make abstracts from any of its
books and records during normal business hours, upon reasonable
advance notice and as often as may reasonably be desired by Agent
or any such Lender, and to discuss the business, operations,
properties and financial and other condition of such Borrower and
its Subsidiaries with officers and employees of such parties, and
with their independent certified public accountants.

          (e)  Insurance.  Maintain or cause to be maintained
with financially sound and reputable  insurers, insurance with
respect to its properties and business, and the properties and
business of its Subsidiaries, against loss or damage of the kinds
customarily insured against by reputable companies in the same or
similar businesses, such insurance to be of such types and in
such amounts (with such deductible amounts) as is customary for
such companies under similar circumstances, including errors and
omissions coverage and fidelity coverage in form and substance
acceptable under, Agency guidelines, and furnish Agent on request
copies of all policies (each of which shall be issued by a
company reasonably acceptable Agent and contain a provision for
thirty (30) days prior written notice to Agent, at Agent's
address set forth herein, of any cancellation, non-renewal or
modification thereof) and full information as to all such
insurance.

          (f)  Payment of Taxes and Claims, Etc.  Pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and
governmental charges imposed upon it or upon its property, and
(ii) all genuine claims (including claims for labor, materials,
supplies or services) that might, if unpaid, become a Lien upon
its property, unless, in each case, the validity or amount
thereof is being contested in good faith by appropriate
proceedings and such Borrower or such Subsidiary has maintained
adequate reserves in accordance with GAAP with respect thereto or
has posted a bond in respect thereof satisfactory to the Required
Lenders.

          (g)  Further Documents.  Execute and deliver or to
cause to be executed and delivered to Agent on behalf of Lenders
from time to time such confirmatory or supplementary security
agreements, financing statements, reaffirmations and consents and
such other documents, instruments or agreements as Agent may
reasonably request, that are in Agent's reasonable judgment
necessary or desirable to obtain for Agent on behalf of Lenders
the benefit of the Loan Documents and the Collateral.

          (h)  Wholly-Owned Subsidiaries.  In the case of Premier
Bancshares only, maintain Premier Lending and Premier Bank as
Wholly-Owned Subsidiaries at all times.

Section 1.48   Negative Covenants.

          Each Borrower hereby covenants and agrees that, as long
as any Obligations remain unpaid or any Lender has any Commitment
hereunder, such Borrower shall not, directly or indirectly:

          (a)  Liens on Collateral.  Create, incur, assume or
suffer to exist, or permit any Subsidiary to create, incur,
assume or suffer to exist, any Lien upon the Collateral now owned
or hereafter acquired, except as created by this Agreement.

          (b)  Warehouse Financing. Create, incur, assume, suffer
to exist, or otherwise become or be liable in respect of, or
permit any of its Subsidiaries to create, incur, assume, suffer
to exist, or otherwise become liable in respect of, any other
warehouse financing without Agent's prior written consent.

          (c)  Change of Business.  In the case of Premier
Lending only, engage in any type of business that is unrelated to
the mortgage banking and lending business and the servicing of
mortgage loans.

          (d)  Change of Control.  Suffer or permit any Change of
Control.

          (e)  Payment of Dividends and Other Payments.  In the
case of Premier Lending only, declare or pay any dividend on its
capital stock now or hereafter outstanding, or permit any of its
Subsidiaries to declare or pay any dividends on any of their
respective capital stock now or hereafter outstanding (except
dividends payable solely in shares of the capital stock of such
Borrower or such Subsidiary, as the case may be), or make any
other distribution to their respective stockholders as such,
whether in cash, property or securities without, in each
instance, the prior written consent of Agent and the Required
Lenders; provided, however, so long as Borrowers are in
compliance with the financial covenants contained in Article VII
hereof and all other covenants contained herein, Premier Lending
may declare and pay dividends on its capital stock to Premier
Bancshares from time to time in an amount not to exceed during
any fiscal year fifty percent (50%) of Premier Lending's Net
Income for such fiscal year; and provided further, however, that
any such dividends paid to Premier Bancshares shall be retained
by Premier Bancshares and used solely for the payment of
dividends to its shareholders.

          (f)  Management Fees.  In the case of Premier Lending
only, pay management fees to Premier Bancshares in excess of
$150,000.00 annually.

          (g)  Transactions with Affiliates.  Enter into, or
permit any of its Subsidiaries directly or indirectly to enter
into, any transaction (including the purchase, sale, lease or
exchange of any property, the making or borrowing of any loan or
the rendering of any service) with any Affiliate on terms, in
each instance, that are no less favorable to such Borrower or
such Subsidiary than those that might be obtained at the time
from Persons who are not Affiliates; provided, however, it is
expressly understood and agreed that existing loan (in the amount
of approximately $2,000,000.00) from Premier Bank to Premier
Lending shall not be deemed a violation of this covenant so long
as such loan is fully subordinated in writing to the Obligations
hereunder, which subordination shall provide, among other things,
that no repayment of principal may be made on such loan so long
as any Obligations remain unpaid or any Lender has any Commitment
hereunder and payments of interest only on such loan may be made
so long as no Potential Default or Event of Default has occurred
and is continuing; and further provided, however, it is also
expressly understood and agreed that the pending and/or proposed
corporate transactions of Premier Bancshares and/or its
Subsidiaries disclosed in Premier Bancshares' Form 10-K for the
year ended December 31, 1997 shall not be deemed a violation of
this covenant.

          (h)  Effectiveness of Investor Commitments.  Amend,
void, reduce, modify, violate, terminate or commit any act that
would in any way affect any Investor Commitment pledged to
Lenders as Collateral under Section 4.2, or impair coverage under
such Investor Commitment if, after giving effect to such action,
a Potential Default or Event of Default under Section 2.7 shall
have occurred and is continuing.

          (i)  VA Guaranties and FHA Insurance.  Commit any act
that would invalidate any VA guarantee or FHA insurance relating
to any Mortgage Loan pledged to Lenders as Collateral under
Section 4.2 if, after giving effect to such action, a Potential
Default or Event of Default under Section 2.7 shall have occurred
and is continuing.

          (j)  ERISA.  Take, or permit any of its Subsidiaries to
take, any of the following actions:

               (i)  Terminate or withdraw from any Plan so as to
result in any material liability to the PBGC;

               (ii) Engage in or permit any Person to engage in
any Prohibited Transaction involving any Plan that would subject
such Borrower or any of its Subsidiaries to any material tax,
penalty or other liability;

               (iii)     Incur or suffer to exist any material
Accumulated Funding Deficiency, whether or not waived, involving
any Plan;

               (iv) Allow or suffer to exist any event or
condition that presents a risk of incurring a material liability
to the PBGC;

               (v)  Amend any Plan so as to require the posting
of security under section 401(a)(29) of the Code; or

               (vi) Fail to make payments required under section
412(m) of the Code and section 302(e) of ERISA that would subject
such Borrower or any of its Subsidiaries to any material tax,
penalty or other liability.

          (k)  Gestation Repurchase Facilities.  Sell or finance
Mortgage Loans under, or allow any of its Subsidiaries to sell or
finance Mortgage Loans under any gestation repurchase agreement,
or sell any Mortgage Loans on an "As Soon As Pooled Basis" (as
such term is used in the FNMA Guide) during any calendar month if
the average daily aggregate principal amount of  Loans
outstanding during the preceding calendar month was less than
fifty percent (50%) of the  Commitments in effect during such
preceding calendar month.

          (l)  Transfer to Affiliates.  Sell, assign or otherwise
transfer any of its assets, or permit any of its Subsidiaries to
sell, assign or otherwise transfer any of their respective
assets, to any Affiliate of a Borrower without prior written
notice to Lenders or, if any such sale, assignment or other
transfer would materially adversely affect such Borrower's
mortgage banking business, without the prior written consent of
the Required Lenders.

          (m)  Subsidiaries.  Form or cause to be formed after
the date hereof any Subsidiaries without prior written notice to
Lenders or, if any such formation would materially adversely
affect such Borrower's mortgage banking business, without the
prior written consent of the Required Lenders.

          (n)  Margin Regulations.  Use any or all of the
proceeds of any Loan (i) to purchase or carry Margin Stock or
extend credit to others for the purpose of purchasing or carrying
Margin Stock or (ii) in any manner that will violate or be
inconsistent with the provisions of Regulation G, T, U or X of
the Board.

          (o)  Change of Principal Place of Business and Chief
Executive Office; Location of Records.  Change its principal
place of business and chief executive office and the place where
its records concerning the Collateral are kept as set forth on
Exhibit L unless it has given Agent at least thirty (30) days'
prior written notice thereof.


                          ARTICLE VII
                  SPECIAL FINANCIAL COVENANTS

Section 1.49   Special Financial Covenants; Applicable to Premier
               Lending.

          Premier Lending hereby covenants and agrees that, as
long as any Obligations remain unpaid or any Lender has any
Commitment hereunder, the following special financial covenants
shall be applicable to Premier Lending and tested quarterly at
the end of each fiscal quarter as set forth below:


                                                     
           Special Financial Covenant          Required      When Tested
           -------------------------------------------------------------
           Minimum tangible net worth --       $4,500,000    quarterly
           defined as hard equity net 
           worth - intangible assets - ORE
           - non-performing assets > 90
           days
           -------------------------------------------------------------
           Current ratio -- defined as         1.0 to 1.0    quarterly
           cash + mortgages held for
           sale/warehouse liabilities
           +drafts payable.
           --------------------------------------------------------------  
           Leverage ratio -- defined as        20:1          quarterly
           total funded borrowings +
           drafts payable/tangible net
           worth
           --------------------------------------------------------------

Section 1.50   Special Financial Covenants Applicable to Premier
               Bancshares and Premier Bank.

          Premier Bancshares hereby covenants and agrees that, as
long as any Obligations remain unpaid or any Lender has any
Commitment hereunder, the following special financial covenants
shall be applicable to Premier Bancshares and to its direct
Wholly-Owned Subsidiary, Premier Bank, as appropriate, and tested
quarterly at the end of each fiscal quarter as set forth below:

                                                     
     Special Financial Covenant                  Required      When Tested
     ---------------------------------------------------------------------     
     Pertaining to Premier Bancshares, Inc.:
     ---------------------------------------------------------------------   
     Return on Average Assets must               .85%           quarterly
     meet or exceed .85% annualized.             annualized
     ---------------------------------------------------------------------  
     Non-performing Assets ratio may             1.5%           quarterly
     not exceed 1.5% of total assets
     ---------------------------------------------------------------------   
     Senior Debt at Holding Company              < or = 20%     quarterly
     level must not exceed 20% of
     Capital, excluding any trust
     preferred offering or warehouse
     borrowings.  This is defined as
     senior debt outstanding - trust
     preferred - warehouse
     borrowings/Total Capital, must
     not exceed 20% of Total Capital
     ----------------------------------------------------------------------  
     Pertaining to Premier Bank:               
     ----------------------------------------------------------------------  
     Premier Bank must maintain                 a) 6%           quarterly
     ratios necessary to be a "well-            b) 5%
     capitalized financial                      c) 10%
     institution: a) Tier 1 Capital
     > or = 6%; b) Leverage Ratio
     > or = 5%; and c) Total Capital
     > or = 10%.
     -----------------------------------------------------------------------


                          ARTICLE VIII
                       EVENTS OF DEFAULT

Section 1.51   Events of Default.

          If one or more of the following events (each an "Event
of Default") shall have occurred and be continuing:

          (a)  Payments.  Either Borrower shall fail to pay when
due (whether at scheduled maturity, upon mandatory repayment or
otherwise) any principal of any Note, or either Borrower shall
fail to pay within ten (10) Banking Days after the due date
thereof any interest on any Note or any other Obligation;

          (b)  Covenants Without Notice.  Either Borrower shall
fail to observe or perform any covenant or agreement contained in
Section 6. l(c), 6.1(f), 6.1(g), 6.2, 7.1 or 7.2; provided that
any violation of Section 6.2(a) that is attributable to the
existence of an involuntary Lien on the Collateral shall not
constitute an Event of Default until thirty (30) days after the
imposition thereof if at all times during such thirty (30) day
period (i) the applicable Borrower is making a diligent effort by
appropriate means to remove such Lien and (ii) such Lien does not
have a material adverse effect on Lenders' rights in respect of
any of the Collateral;

          (c)  Covenants With Five Day Grace Period.  Either
Borrower shall fail to observe or perform any covenant or
agreement contained in Section 6.1(a)(viii), 6.1(a)(x)(A) or (B),
or 6.1(b), and such failure shall remain unremedied for five (5)
Banking Days after oral notice thereof to an Authorized Officer
(which shall be confined in writing before the end of such five
(5) Banking Day period):

          (d)  Covenants With Thirty Day Grace Period.  Either
Borrower shall fail to observe or perform any covenant or
agreement contained in any Loan Document, other than those
referred to in Section 6.1(a) or 6.1(b), and, if capable of being
remedied, such failure shall remain unremedied for thirty (30)
days after the earlier of (i) such Borrower's obtaining knowledge
thereof or (ii) written notice thereof shall have been given to
such Borrower by any Lender or Agent; provided that (x) if such
failure is capable of being remedied but only in a period of more
than thirty (30) days, then such failure shall not constitute an
Event of Default until ninety (90) days after the earlier of the
above dates if such Borrower is making a diligent effort by
appropriate means to observe or perform such covenant and (y)
failure to observe or perform such covenant does not have a
material adverse effect on the business, operations, property or
financial condition of either Borrower or on the ability of
either Borrower to pay and perform the Obligations;

          (e)  Representations.  Any representation, warranty or
statement made or deemed to be made by either Borrower or any of
their respective officers under or in connection with any Loan
Document shall have been inaccurate, incomplete or incorrect in
any respect when made or deemed to be made;

          (f)  Non-Payment of Other Indebtedness.  Either
Borrower shall fail to make any payment of principal of or
interest on any of its indebtedness or obligations (other than
the Obligations) when due (whether at stated maturity, by
acceleration, on demand or otherwise) after giving effect to any
applicable grace period, unless there is a bona fide dispute with
regard to such payment which is being contested in good faith by
such Borrower;

          (g)  Defaults Under Other Agreements.  Either Borrower
shall fail to observe or perform any covenant or agreement
contained in any agreement or instrument relating to any of its
indebtedness or obligations (other than the Obligations) within
any applicable grace period, or any other event shall occur if
the effect of such failure or other event is to accelerate, or to
permit the holder of such indebtedness or any other Person to
accelerate, the maturity of such indebtedness or obligations; or
any such indebtedness or obligations shall be required to be
prepaid (other than by a regularly scheduled required prepayment)
in whole or in part prior to its stated maturity, unless there is
a bona fide dispute with regard to such acceleration or required
prepayment which is being contested in good faith by such
Borrower;

          (h)  Bankruptcy.  Either Borrower or Premier Bank shall
commence a voluntary case concerning itself under Title 11 of the
United States Code entitled "Bankruptcy" as now or hereafter in
effect, or any successor thereto (the "Bankruptcy Code"); or any
involuntary case is commenced against either Borrower or Premier
Bank and the petition is not dismissed within sixty (60) days
after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any
substantial part of the property of either Borrower or Premier
Bank; or either Borrower or Premier Bank commences any other
proceeding under any reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation
or similar law or there is commenced against either Borrower or
Premier Bank any such proceeding that remains undismissed for a
period of sixty (60) days; or either Borrower or Premier Bank is
adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or
either Borrower or Premier Bank shall fail to pay, or shall state
that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or either Borrower or Premier Bank
shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts; or either Borrower or
Premier Bank shall by any act or failure to act indicate its
consent to, approval of or acquiescence in any of the foregoing;
or any corporate action is taken by either Borrower or Premier
Bank for the purpose of effecting any of the foregoing;

          (i)  Money Judgment.   Any judgment or order for the
payment of money shall be rendered against either Borrower and
such judgment or order shall continue unsatisfied (in the case of
a money judgment) and in effect for a period of thirty (30) days
during which execution shall not be effectively stayed or
deferred (whether by action of a court, by agreement or
otherwise);

          (j)  ERISA.  (i) Any Reportable Event or a Prohibited
Transaction shall occur with respect to any Plan; (ii) a notice
of intent to terminate a Plan under section 4041 of ERISA shall
be filed; (iii) a notice shall be received by the plan
administrator of a Plan that the PBGC has instituted proceedings
to terminate a Plan or appoint a trustee to administer a Plan;
(iv) any other event or condition shall exist that might, in the
opinion of the Required Lenders, constitute grounds under section
4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan; (v) either Borrower or any ERISA
Affiliate shall withdraw from a Multiemployer Plan under
circumstances that the Required Lenders determine could have a
material adverse effect on the financial condition of either
Borrower; and in case of the occurrence of any event or condition
described in clauses (i) through (v) above, such event or
condition together with all other such events or conditions, if
any, could subject either Borrower to any tax, penalty or other
liabilities in the aggregate material in relation to the
business, operations, property or financial or other condition of
such Borrower;

          (k)  Dissolution.  Either Borrower shall commence
dissolution proceedings; or

          (l)  Change of Control.  Any Change of Control shall
occur;

          (m)  Adverse Changes.  Any change in the financial
condition of either Borrower or Premier Bank shall occur which is
in a Material Amount;

          (n)  Failure to Pass Audit.  Agent, for any reason,
shall be dissatisfied with the results of any operational or
financial audit undertaken by it pursuant to Section 4.11(d)
hereof;

          (o)  Insecurity.  Agent or any Lender, in the exercise
of good faith, shall deem itself to be insecure with respect to
either Borrower's ability to repay the Obligations as and when
due or to comply with and perform any of the covenants,
agreements, or obligations of such Borrower hereunder; or

          (p)  Security Interests.  Lenders shall cease for any
reason (other than pursuant to the terms of this Agreement to
have valid, perfected and first priority security interests in
the Collateral, or any Person shall take any action to
discontinue or to assert the invalidity or unenforceability of
such security interests.

Section 1.52   Remedies.

          Upon the occurrence of any Event of Default which
remains uncured after any applicable grace or curative period
provided herein, Agent may, and upon the written request of the
Required Lenders, shall, by written notice to Borrowers, take any
or all of the following actions: (A) declare the Commitments
terminated, whereupon the Commitments of each Lender shall
terminate immediately without any other notice of any kind; (B)
declare the principal of and any accrued interest on the Loans,
and all other Obligations, to be, whereupon the same shall
become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby
waived by each Borrower; provided that, if an Event of Default
specified in Section 8.1(h) or 8.1(l) shall occur, the
Commitments shall terminate and all Obligations shall become
immediately due and payable automatically without the giving of
any such notice and without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by each
Borrower and, upon any such acceleration, the unpaid principal of
and any accrued interest on the Loans, and all other Obligations,
shall from and after the date of occurrence of such Event of
Default bear interest at the Default Rate; (C) foreclose or
otherwise enforce Lenders' security interest in the Collateral in
any manner permitted by law or provided for hereunder; (D) sell
or otherwise dispose of the Collateral or any part thereof at one
or more public or private sales, whether or not such Collateral
is present at the place of sale, for cash or credit or future
delivery (without the assumption of any credit risk), on such
terms and in such manner as Agent may determine (taking into
account the circumstances under which the Collateral is being
sold); (E) require Borrowers to assemble the Collateral and/or
books and records relating thereto and make such available to
Agent at a place to be designated by Agent; (F) enter onto
property where any Collateral or books and records relating
thereto are located and take possession thereof with or without
judicial process; (G) prior to the disposition of the Collateral,
prepare it for disposition in any manner and to the extent Agent
deems appropriate; and (H) exercise from time to time any and all
other remedies available under applicable law including, but not
limited to, those of a secured party under the Florida Uniform
Commercial Code.  Upon any sale or other disposition pursuant to
this Agreement, Agent shall have the right to deliver, assign and
transfer to the purchaser thereof the Collateral or portion
thereof so sold or disposed of and all proceeds thereof shall be
promptly transmitted to Agent.  Each purchaser at any such sale
or other disposition shall hold the Collateral free from any
claim or right of whatever kind, including any equity or right of
redemption of either Borrower, and each Borrower specifically
waives (to the extent permitted by law) all rights of redemption,
stay or appraisal that it has or may have under any rule of law
or statute now existing or hereafter adopted.  Nothing herein
contained shall be construed as an assumption by Agent or its
appointee of any liability of either Borrower with respect to any
of the Collateral, and each Borrower shall be and remain
responsible for all such liabilities.

Section 1.53   Setoff.

          Lenders and Agent may setoff against the unpaid balance
of the Obligations any funds or debts owing to either Borrower by
such Lender or Agent including, but not limited to, any funds in
any deposit account, savings certificate or other instrument now
or hereafter maintained by such Borrower with such Lender or
Agent or any of their Affiliates.  Each Borrower hereby confirms
such Lender's or Agent's right of lien and setoff and nothing in
this Agreement shall be deemed to constitute any waiver or
prohibition thereof.

Section 1.54   Cumulative Rights.

          The rights, powers and remedies of Agent and Lenders
under this Agreement shall be in addition to all rights, powers
and remedies given to Agent and Lenders by virtue of any statute
or rule of law, all of which rights, powers and remedies shall be
cumulative and may be exercised successively or concurrently
without impairing Lenders' security interest in the Collateral.

Section 1.55   Waiver.

          Any waiver, forbearance, failure or delay by Agent or
Lenders in exercising, or the exercise or beginning of exercise
by Agent or Lenders of any right, power or remedy, simultaneous
or later, shall not preclude the further, simultaneous or later
exercise thereof, and every right, power or remedy of Agent or
Lenders shall continue in full force and effect.

Section 1.56   Collections and Costs.

          Each Borrower agrees to pay and be liable for any and
all necessary expenses, including reasonable attorneys' fees and
paralegals fees and court costs, incurred by Agent or, to the
extent permitted hereunder, any Lender in collecting or enforcing
its rights in the Collateral, together with interest thereon at
the Default Rate, whether or not suit is brought and whether
incurred with trial, rehearing, retrial, appeal or bankruptcy.

Section 1.57   Rights of Individual Lenders.

          No Lender shall have any right by virtue, or by
availing itself, of any provision of this Agreement to institute
any action or proceedings at law or in equity or otherwise
(excluding any actions in bankruptcy), upon or under or with
respect to this Agreement, or for the appointment of a receiver,
or for any other remedy under this Agreement, unless the Required
Lenders previously shall have given to Agent written notice of an
Event of  Default and of the continuance thereof and made written
request upon Agent to institute such action or proceedings in its
own name as Agent and shall have offered to Agent reasonable
indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and Agent, for ten
(10) Banking Days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such
action or proceeding and no direction inconsistent with such
written request shall have been given to Agent by the Required
Lenders; it being understood and intended, and being expressly
covenanted by each Lender with each other Lender and Agent, that
no one or more Lenders shall have any right in any manner
whatever by virtue, or by availing itself, of any provision of
this Agreement to affect, disturb or prejudice the rights of any
other Lenders, or to obtain or seek to obtain priority over or
preference to any other such Lender, or to enforce any right
under this Agreement except in the manner herein provided and for
the equal, ratable and common benefit of all Lenders.  For the
protection and enforcement of the provisions of this Section 8.7,
each Lender and Agent shall be entitled to such relief as can be
given either at law or in equity.

Section 1.58   Limitation on Liability of Agent and Lenders.

          It is expressly agreed by Borrowers that, anything
herein to the contrary notwithstanding, Borrowers shall remain
liable to observe and perform all the conditions, duties and
obligations to be observed and performed by them relating to the
Collateral, and Borrowers shall perform all of their duties and
obligations thereunder, all in accordance with and pursuant to
the terms and provisions relating thereto.  Neither Agent nor any
other Lender shall have any obligation or liability under any
instrument, agreement, contract or other document by reason of or
arising out of this Agreement or the granting of a security
interest in any instrument, agreement, contract or other document
to Agent on behalf and for the ratable benefit of Lenders or the
receipt by Agent or any other Lender of any payment relating to
any of the foregoing pursuant hereto, nor shall Agent or any
other Lender be required or obligated in any manner to perform or
fulfill any of the obligations of Borrowers thereunder, or to
make any payment, or to make any inquiry as to the nature of the
sufficiency of any payment received by it or the sufficiency or
any performance by any party thereunder, or to present or file
any claim, or to take any action to collect or enforce any
performance or the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or
times.

Section 1.59   Notice of Default.

          Should any Potential Default or Event of Default occur
and be continuing, any Lender (including Agent) having actual
knowledge thereof shall promptly notify, (i) in the case of a
Lender (other than Agent), Agent, or (ii) in the case of Agent,
the other Lenders, of the existence thereof.


                           ARTICLE IX
                             AGENT

Section 1.60   Appointment of Agent

          Each Lender hereby designates SunTrust Bank, Central
Florida, National Association as Agent to act as herein
specified.  Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed
irrevocably to authorize, Agent to take such action on its behalf
under the provisions of this Agreement and the other Loan
Documents and any other instruments and agreements referred to
herein or therein and to exercise such powers and to perform such
duties hereunder or thereunder as are specifically delegated to
or required of Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto.  Agent may
perform any of its duties hereunder or thereunder by or through
its agents or employees.

Section 1.61   Nature of Duties of Agent.

          Agent shall have no duties or responsibilities except
those expressly set forth in this Agreement and the other Loan
Documents.  Neither Agent nor any of its officers, directors,
employees or agents shall be liable for any action taken or
omitted hereunder or thereunder or in connection herewith or
therewith, unless caused by its or their gross negligence or
willful misconduct.  The duties of Agent shall be mechanical and
administrative in nature; Agent shall not have by reason of this
Agreement or any other Loan Document a fiduciary relationship in
respect of any Lender; and nothing in this Agreement or any other
Loan Document, express or implied, is intended to or shall be so
construed as to impose upon Agent any obligations in respect of
this Agreement or any other Loan Document except as expressly set
forth herein or therein.

Section 1.62   Lack of Reliance on Agent.

          (a)  Independently and without reliance upon Agent,
each Lender, to the extent it deems appropriate, has made and
shall continue to make (i) its own independent investigation of
the financial condition and affairs of each Borrower and its
Affiliates in connection with the taking or not taking of any
action in connection herewith and (ii) its own appraisal of the
creditworthiness of each Borrower and its Affiliates, and, except
as expressly provided in this Agreement, Agent shall have no duty
or responsibility, either initially or on a continuing basis, to
provide any Lender with any credit or other information with
respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter.

          (b)  Agent shall not be responsible to any Lender for
any recitals, statements, information, representations or
warranties herein or in any document, certificate or other
writing delivered in connection with this Agreement or any other
Loan Document or for the execution, effectiveness, genuineness,
validity, enforceability, collectibility, priority or sufficiency
of this Agreement or any other Loan Document or for the
sufficiency of the Collateral or the validity, perfection or
priority of any security interest in the Collateral or the
financial condition of either Borrower or its Affiliates or be
required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this
Agreement or any other Loan Document, or the financial condition
of either Borrower or its Affiliates, or the existence or
possible existence of any Potential Default or Event of Default.

Section 1.63   Certain Rights of Agent.

          If Agent shall request instructions from the Required
Lenders with respect to any act or action (including the failure
to act) in connection with this Agreement or any other Loan
Document, Agent shall be entitled to refrain from such act or
taking such action unless and until Agent shall have received
instructions from the Required Lenders, and Agent shall not incur
liability to any Lender by reason of so refraining.  Without
limiting the foregoing, no Lender shall have any right of action
whatsoever against Agent as a result of Agent acting or
refraining from acting hereunder or under any other Loan Document
in accordance with the instructions of the Required Lenders.  The
provisions of this Section 9.4 are not intended to supersede the
provisions of Section 10.2 that require all of the Lenders to
approve certain actions under the Loan Documents.

Section 1.64   Reliance by Agent.

          Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other documentary or
teletransmission message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person.
Agent may consult with legal counsel (including counsel for
either Borrower), independent public accountants (including those
retained by either Borrower) and other experts selected by it and
shall not be liable for any action taken or omitted to be taken
by it in good faith in accordance with the advice of such
counsel, accountants or experts.

Section 1.65   Indemnification of Agent

          To the extent Agent is not reimbursed and indemnified
by Borrowers, each Lender will reimburse and indemnify Agent, in
proportion to its respective Commitments (or if the Commitments
have expired or terminated, in proportion to its respective
outstanding Loans) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including reasonable attorneys' fees and
disbursements) or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against Agent in
performing its duties hereunder and under the other Loan
Documents, in any way relating to or arising out of this
Agreement or the other Loan Documents; provided that no Lender
shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from Agent's gross negligence
or willful misconduct.

Section 1.66   Agent in its Individual Capacity.

          With respect to its obligation to lend under this
Agreement, the Loans made by it and the Notes issued to it, Agent
shall have the same rights and powers hereunder as any other
Lender or holder of a Note and may exercise the same as though it
were not performing the duties specified herein, and the terms
"Lenders," "Required Lenders," "holders of Notes" or any similar
terms shall, unless the context clearly otherwise indicates,
include Agent in its individual capacity.  Agent may accept
deposits from, lend money to, and generally engage in any kind of
banking, trust, financial advisory or other business with either
Borrower or any Affiliate of either Borrower as if it were not
performing the duties specified herein, and may accept fees and
other consideration from either Borrower and any Affiliates of
either Borrower for services in connection with this Agreement
and the other Loan Documents and otherwise without having to
account for the same to Lenders.

Section 1.67   Holders of Notes.

          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 or transfer thereof shall have been
filed with Agent.  Any request, authority or consent of any
Person 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
assignee of such Note or of any Note or notes issued in exchange
therefore

Section 1.68   Successor Agent.

          (a)  Agent may resign as Agent hereunder at any time by
giving written notice thereof to Lenders and Borrowers if (i) it
believes that its duties hereunder present an actual or potential
conflict of interest with any other business of Agent, (ii) it
determines at any time that the introduction of, or any change
in, any applicable law, rule, regulation, order or decree or in
the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration
thereof, or compliance by Agent with any request or directive
(whether or not having the force of law) of any such Authority,
shall make it unlawful or improper for Agent to continue as Agent
hereunder or (iii) it ceases to be a Lender hereunder because it
does not elect to extend the Maturity Date.  In addition, Agent
may be removed at any time with cause by the Required Lenders.
Upon any such resignation or removal, the Required Lenders shall
have the right, upon five (5) days' notice to Borrowers, to
appoint a successor Agent; which shall be a Lender.  If no
successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within thirty
(30) days after the retiring Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring
Agent, then, upon five (5) days' notice to Borrowers, the
retiring Agent may, on behalf of Lenders, appoint a successor
Agent, which shall be a bank which maintains an office in the
United States, or a commercial bank organized under the laws of
the United States of America or of any State thereof, or any
Affiliate of such bank, having a combined capital and surplus of
at least $250,000,000.00.

          (b)  Any resignation or removal of Agent hereunder
shall be effective only upon the acceptance of any appointment as
Agent hereunder by a successor Agent.  Upon such acceptance, such
successor Agent shall 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 under this Agreement and the other Loan Documents.
After any retiring Agent's resignation or removal hereunder as
Agent, the provisions of this Article IX shall inure to its
benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.


                           ARTICLE X
                    MISCELLANEOUS PROVISIONS

Section 1.69   Notices.

          Except as otherwise expressly set forth herein, all
notices, requests and other communications to any party hereunder
shall be in writing (including telecopy or similar
teletransmission or writing) and shall be given to such party at
its address or telecopy number set forth on Schedule 3 hereto or
such other address or telecopy number as such party may hereafter
specify by notice to Agent and Borrowers.  Each such notice,
request or other communication shall be effective (a) if given by
telecopy, when such telecopy is transmitted to the telecopy
number specified herein and the receipt thereof is confirmed by
the recipient, (b) if given by mail, seventy-two (72) hours after
such communication is deposited in the U.S. mails with first
class postage prepaid, addressed as aforesaid or (c) if given by
any other means (including by air courier), when delivered at the
address specified pursuant to this Section; provided that notices
to Agent pursuant to Article II shall not be effective until
received.  Any notice required to be given to one or more
Borrowers hereunder or under any other Loan Document shall be
effective if delivered to any one Borrower, it being the intent
that notice to Premier Bancshares is effective notice to Premier
Lending and that notice to Premier Lending is effective notice to
Premier Bancshares.  In connection therewith, each of Premier
Lending and Premier Bancshares hereby irrevocably appoints the
other as its agent to receive any and all notices hereunder or
under any other Loan Document and such appointment is coupled
with an interest.  In addition to the foregoing, Agent and
Lenders shall be entitled to, but shall not be required to, rely
on notice from either Borrower as constituting notice from both
Borrowers.

Section 1.70   Amendments,  Etc,

          No amendment or waiver of any provision of any Loan
Document, nor consent to any departure by either Borrower
therefrom, shall in any event be effective unless the same shall
be in writing and signed by both Borrowers and the Required
Lenders, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given; provided that notwithstanding anything
else contained herein, (a) no amendment, waiver or consent shall,
unless in writing and signed by all Lenders, do any of the
following: (i) waive or change any of the conditions specified in
Article III, (ii) increase the Commitments of Lenders or subject
Lenders to any additional obligations, (iii) reduce the principal
of, or interest on, the Notes or reduce any facility fees payable
hereunder, (iv) postpone any date fixed for any payment in
respect of principal of, or interest on, the Notes or the payment
of any facility fees hereunder or waive any Event of Default, (v)
change the Commitment Percentage of any Lender, the definition of
"Required Lenders" or the number or identity of Lenders that is
required for any or all of the Lenders to take any action
hereunder, (vi) release the Lien of Lenders on any of the
Collateral, except as provided herein, (vii) amend this Section
10.2 or Section 10.6, (b) no amendment, waiver or consent shall,
unless in writing and signed by the Required Lenders, amend the
definitions of "Eligible Conforming Mortgage Loan," "Eligible
Gestation Mortgage Loan," "Eligible Mortgage-Backed Security,"
"Eligible Mortgage Loan," "Eligible Non-Conforming  Mortgage
Loan," "Eligible Wet Mortgage Loan,""Collateral Value of the
Tranche A Borrowing Base," "Collateral Value of the  Tranche B
Borrowing Base," "Collateral Value of the  Tranche C Borrowing
Base," "Collateral Value of the  Tranche D Borrowing Base," and
(c) no amendment, waiver or consent shall, unless in writing and
signed by Agent, affect the rights or duties of Agent under this
Agreement or any other Loan Document.  Borrowers agree to pay to
each Lender an administration fee equal to $3,000.00 for each
amendment, supplement or other modification of, or waiver in
respect of, any Loan Document, which fee shall be payable as of
the effective date of such amendment, supplement, modification or
waiver.

Section 1.71   No Waiver:  Remedies Cumulative.

          No failure or delay on the part of Agent or any Lender
in exercising any right or remedy hereunder or under another Loan
Document and no course of dealing between either or both of
Borrowers, on the one hand, and Agent or any Lender, on the other
hand, shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy hereunder or under any
other Loan Document preclude any other or further exercise
thereof or the exercise of any other right or remedy hereunder or
thereunder.  The rights and remedies expressly provided herein
and in the other Loan Documents are cumulative and not exclusive
of any rights or remedies that Agent or any Lender would
otherwise have.  No notice to or demand on either or both of
Borrowers not required hereunder or under the other Loan
Documents in any case shall entitle either or both of Borrowers
to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of Agent or
any Lender to any other or further action in any circumstances
without notice or demand.

Section 1.72   Payment of Expenses, Etc.

          Borrowers shall:

          (a)  (i) pay all reasonable out-of-pocket costs and
expenses of Agent in the administration (both before and after
the execution hereof and including advice of counsel as to the
rights and duties of Agent and Lenders with respect thereto) of,
and in connection with the preparation, execution and delivery
of, this Agreement and the other Loan Documents, and (ii) pay all
reasonable out-of-pocket costs and expenses of Agent and each
Lender in the preservation of rights under, enforcement of, and,
after the occurrence of a Potential Default or an Event of
Default, the refinancing, the renegotiating or the restructuring
of, this Agreement and the other Loan Documents and the documents
and instruments referred to herein and therein including in
connection with any bankruptcy, insolvency, liquidation,
reorganization or similar proceeding and any amendment, waiver or
consent relating hereto and thereto (including the reasonable
fees and disbursements of counsel (including allocated costs of
internal counsel) for Agent and, in the case of enforcement, for
each of the Lenders);

          (b)  pay and hold Agent and each of the Lenders
harmless from and against any and all present and future stamp
and other similar taxes with respect to the foregoing matters and
save Agent and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay or
omission to pay such taxes; and

          (c)  indemnify Agent and each Lender, and their
respective officers, directors, employees, representatives and
agents from, and hold each of them harmless against, any and all
out-of-pocket costs, losses, liabilities, claims, damages or
expenses actually incurred by any of them (whether or not any of
them is designated a party thereto) arising out of or by reason
of any investigation, litigation or other proceeding related to
any actual or proposed use by Borrowers of the proceeds or any of
the Loans or either or both of Borrower's entering into and
performing of the Loan Documents to which it is a party,
including the reasonable fees and disbursements of counsel
(including allocated costs of internal counsel) incurred in
connection with any such investigation, litigation or other
proceeding; provided that neither Agent nor any Lender shall have
the right to be indemnified hereunder for its own gross
negligence or willful misconduct.

          If and to the extent that the obligations of Borrowers
under this Section 10.4 are unenforceable for any reason, each
Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations that is permissible
under applicable law.

Section 1.73   Right Of Setoff,

          Subject to Section 2.13, in addition to and not in
limitation of all rights of offset that any Lender may have under
applicable law, for so long as any Event of Default has occurred
and is continuing and whether or not any Lender has made any
demand or the Obligations have matured, such Lender shall have
the right to appropriate and apply to the payment of the
Obligations all deposits (general or special, time or demand,
provisional or final) then or thereafter held by, and other
indebtedness or property then or thereafter owing to either
Borrower by, such Lender, whether or not related to any Loan
Document or any transaction hereunder.

Section 1.74   Benefit of Agreement.

          (a)  This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided that neither Borrower
may assign or transfer any of its interest or delegate any of its
obligations under the Loan Documents without the prior written
consent of Lenders and any such assignment or transfer without
the prior written consent of Lenders shall be null and void.

          (b)  Subject to the limitations set forth below, any
Lender may assign its rights and delegate its obligations under
this Agreement and the other Loan Documents to any other
financial institution (other than any Affiliate of such Lender)
approved in writing by Agent and Borrowers (such consent not to
be unreasonably withheld); provided that (i) no Lender may assign
more than fifty percent (50%) of its Commitments as in effect on
the date hereof, (ii) each assignment of all or a portion of a
Lender's Commitments must include a corresponding portion of such
Lenders' outstanding Loans, (iii) no Lender may assign less than
$10,000,000.00 of its Commitments in any single assignment, (iv)
no assignee Lender may further assign its Commitments or any of
its Loans; (v) no Lender may make an assignment hereunder to a
Person (other than an Affiliate of such Lender or an existing
Lender) that is not a financial institution; and (vi) an
assignment fee in the amount of $2,500.00 for each assignment
hereunder shall be payable to Agent by the applicable assignee.
Notwithstanding the foregoing, any Lender may assign its rights
and delegate its obligations under this Agreement and the other
Loan Documents to any Affiliate of such Lender without notice to
or consent by Borrowers, Agent, or any other Person, and the
restrictions set forth in the proviso to the immediately
preceding sentence shall not apply to any assignment to such
Affiliate.  Any assignment or delegation specifically prohibited
in the proviso of the preceding sentence shall be null and void.
In the case of an assignment by a Lender, upon notice thereof by
such Lender to Borrowers and Agent, the assignee shall have, to
the extent of such assignment (unless otherwise provided
thereby), the same rights and benefits as it would have if it
were a Lender under the Loan Documents and the holder of a Note
and, if the assignee has expressly assumed, for the benefit of
Borrowers, the assignor Lender's obligations hereunder, such
assignor Lender shall be relieved of its obligations hereunder to
the extent of such assignment and assumption.

          (c)  Any Lender may, without notice to or consent by
Borrowers, Agent or any other Person, sell participations in all
or any part of any Loan or Loans made by it or its Commitments or
any other interest in the Loan Documents to another financial
institution, in which event the participant shall not have any
direct rights against Borrowers or the Collateral under the Loan
Documents or any other document delivered in connection herewith
(the participant's rights against such Lender in respect of such
participation to be those set forth in the agreement executed by
such Lender in favor of the participant relating thereto;
provided that such agreement may provide that such Lender will
not agree to any modification, amendment or waiver or the Loan
Documents described in any of clauses (i) through (vi) of Section
10.2 without the consent of the participant).

          (d)  Any Lender may furnish any information concerning
either Borrower and its Affiliates in the possession of such
Lender from time to time to Affiliates of such Lender.  No Lender
or its Affiliates may furnish such information to any prospective
assignee or participant without the prior written consent of
Borrowers, which consent will not be unreasonably withheld.  Any
prospective assignee or participant shall be required to execute
a confidentiality agreement in form acceptable to Agent before
receiving any such information.

          (e)  Any Lender may at any time pledge all or any
portion of its rights under the Loan Documents to a Federal
Reserve Bank.  No such pledge shall release the transferor Lender
from its obligations hereunder

Section 1.75   Governing Law: Submission to Jurisdiction.

          (a)  This Agreement and the rights and obligations of
the parties hereunder and under the notes shall be construed in
accordance with and governed by the laws of the State of Florida.

          (b)  Any legal action or proceeding with respect to
this Agreement or the other Loan Documents to which either or
both of Borrowers is a party may be brought in the courts of the
State of Florida located in Orange County or of the United States
of America for the Middle District of Florida, and, by execution
and delivery of this Agreement, each Borrower hereby accepts for
itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  To
the maximum extent permitted by applicable law, each Borrower
hereby irrevocably and unconditionally waives any objection,
including any objection to the laying of venue or based on the
grounds of forum non conveniens which it may now or hereafter
have to the bringing or maintaining of any such action or
proceeding in such respective jurisdictions.

          (c)  Each Borrower irrevocably and unconditionally
consents to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such
Borrower at its said address, such service to become effective
thirty (30) days after such mailing.

          (d)  Nothing herein shall affect the right of Agent or
any Lender to serve process in any other manner permitted by law
or to commence legal proceedings or otherwise proceed against
either Borrower in any other jurisdiction.

Section 1.76   Arbitration.

          In the event any dispute should arise under this
Agreement, the Loans, any of the Loan Documents, or any other
aspect of any transaction between Lenders and/or Agent and
Borrowers, whether or not specifically relating to any of the
Loan Documents, said dispute will, at such Lender's and/or
Agent's sole election, as applicable, be resolved through binding
arbitration in the county where the offices of such Lender and/or
Agent, as applicable, are located, and in accordance with the
rules of the American Arbitration Association. Agent may elect to
proceed against any Collateral for the Loans in a judicial
proceeding and elect to have any other disputes between the
parties resolved by binding arbitration, including any
counterclaim which may be asserted by Borrowers.  In any event,
in any law suit involving this Agreement, the Loans, any of the
Loan Documents, or any other aspect of any transaction between
Lenders and/or Agent and Borrowers, the exclusive venue for any
action shall be in the county where Agent is located.
Section 1.77   Counterparts.

          This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall
be an original, but all of which shall together constitute one
and the same instrument.

Section 1.78   Effectiveness.

          This Agreement shall become effective as of April 1,
1998 (the "Effective Date") provided that each of the following
conditions has been satisfied:

          (a)  Borrowers shall have delivered or shall have had
delivered to Agent, in form and substance and in quantities
reasonably satisfactory to Agent and its counsel, each of the
following:

               (i)  this Agreement, duly executed by the parties
hereto;

               (ii) a duly executed Note for each Lender;

               (iii)     duly executed UCC financing statements
and other documents, instruments and agreements, properly
executed, deemed necessary or appropriate by Agent, in its
reasonable discretion, to create in favor of Lenders a valid and
perfected, first priority security interest in and lien upon the
Collateral (including, if applicable, all stock certificates
comprising the Pledged Stock Collateral accompanied by stock
powers endorsed in blank);

               (iv) a certified copy of resolutions of the Board
of Directors of each Borrower approving the execution, delivery
and performance of all Loan Documents required to be delivered by
such parties hereunder and the transactions contemplated therein;

               (v)  a certificate of the Secretary or an
Assistant Secretary of each Borrower certifying the names and
true signatures of the officers of such parties authorized to
sign the Loan Documents required to be executed and delivered by
such parties hereunder, in each case dated the Effective Date;

               (vi) a copy of the Certificate of Incorporation of
each Borrower, certified by the Secretary of State of the
jurisdiction of such party's incorporation as of a recent date;

               (vii)     a copy of the Bylaws of each Borrower,
certified by the Secretary or an Assistant Secretary of each such
party on the Effective Date as being accurate and complete,

               (viii)    a certificate of the Secretary of State
of the jurisdiction of incorporation of each Borrower certifying
that such party is in good standing as of a recent date and a
good standing certificate from each jurisdiction in which each
Borrower is qualified to conduct business;

               (ix) a certificate of an executive officer of each
Borrower in form acceptable to Lenders and Agent dated the
Effective Date;

               (x)  evidence satisfactory to Agent that the
Master Account, the Controlled Disbursement Account and the Cash
Collateral Account remain open;

               (xi) evidence satisfactory to Agent that all
reasonable fees, costs and expenses of its counsel relating to
the preparation, negotiation and closing of the transaction
contemplated hereby through the Effective Date will be paid in
full on such date; and

               (xii)     a Borrowing Request and, if applicable,
a Borrowing Base Addition Report for each Type of Loan to be made
or to remain outstanding on the Effective Date.

          (b)  All acts and conditions (including the obtaining
of any necessary regulatory approvals and the making of any
required filings, recordings or registrations) required to be
done and performed and to have happened prior to the execution,
delivery and performance of the Loan Documents and to constitute
the same legal, valid and binding obligations, enforceable in
accordance with their respective terms, shall have been done and
performed and shall have happened in due and strict compliance
with all applicable laws or if any of such have not been done,
performed or happened, such has been expressly disclosed to Agent
and waived by all of the Lenders in writing.

          (c)  All documentation, including documentation for
corporate and legal proceedings in connection with the
transactions contemplated by the Loan Documents, shall be
reasonably satisfactory in form and substance to Agent and its
counsel.

          (d)  Borrowers shall have paid all Fees required to
have been paid on or prior to the Effective Date under this
Agreement and the other Loan Documents.

          (e)  The following statements shall be true and correct
on the Effective Date:

               (i)  the representations and warranties of each
Borrower in each Loan Document (after giving effect to this
Agreement) are correct and accurate on and as of the Effective
Date, as though made on and as of the Effective Date; and

               (ii) after giving effect to this Agreement, no
Event of Default or Potential Default shall have occurred and be
continuing.

Section 1.79   Headings Descriptive.

          The headings of the several sections and subsections of
this Agreement, and the Table of Contents, are inserted for
convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

Section 1.80   Survival of Representations and Indemnities.

          All covenants, agreements, representations and
warranties made herein and in any certificate delivered pursuant
hereto shall survive the making by Lenders of the Loans and the
execution and delivery to Agent for the account of Lenders of the
Notes regardless of any investigation made by Agent or Lenders
and of Agent's and Lender's access to any information and shall
continue in full force and effect so long as any Obligation is
outstanding and unpaid.  Each Borrower's obligations under
Sections 10.4 (and any other indemnification obligations of
Borrowers or other obligations that so provide) and each Lender's
obligations under Sections 9.6 and 10.14 shall survive the
termination of this Agreement for any reason whatsoever and
payment of the Notes.

Section 1.81   Severability.

          In case any one or more of the provisions contained in
this Agreement or the Notes should be invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provisions shall not be
affected or impaired in any other jurisdiction, nor shall the
remaining provisions contained herein and therein in any way be
affected or impaired thereby.

Section 1.82   Indemnification of Agent.

          To the extent that Agent is not reimbursed and
indemnified by Borrowers pursuant hereto, each Lender will
reimburse and indemnify Agent, in proportion to its respective
Commitments (or if the Commitments have expired or terminated, in
proportion to its respective  outstanding Loans), from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including
reasonable attorneys' fees and disbursements) or disbursements of
any kind or nature whatsoever that may be imposed on, incurred by
or asserted against Agent in performing its duties under the Loan
Documents, in any way relating to or arising out of the Loan
Documents; provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from Agent's gross negligence or willful
misconduct.

Section 1.83   Joint and Several Nature of the Obligations.

          Borrowers agree that any and all of the Obligations of
Borrowers hereunder and under each other Loan Document shall be
the joint and several obligation of each of them notwithstanding
any absence herein or therein of a reference such as "jointly and
severally" with respect to any such obligation.

Section 1.84   Certain Waivers.

          Each Borrower agrees that its joint and several
liability under this Agreement and each of the other Loan
Documents shall be absolute, unconditional and irrevocable
irrespective of:

          (a)  any lack of validity, legality or enforceability
of the Obligations of the other Borrower or any other Person
under this Agreement or any other Loan Document;

          (b)  the failure of any Lender:

               (i)  to assert any claim or demand or to enforce
any right or remedy against the other Borrower or any other
Person (including any guarantor) under the provisions of this
Agreement or any other Loan Document or otherwise; or

               (ii) to exercise any right or remedy against any
guarantor of, or Collateral securing, any Obligations;

          (c)  any change in the time, manner or place or payment
of, or in any other term of, all or any of the Obligations, or
any other extension, compromise or renewal of any Obligation with
respect to the other Borrower or any other Person;

          (d)  any reduction, limitation, impairment or
termination of any of the Obligations of the other Borrower or
any other Person for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and the liability
of each of Borrowers shall not be subject to (and each of them
hereby waives any right to or claim of) any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of
the invalidity, illegality, non-genuineness, irregularity,
compromise, unenforceability of, or any other event or occurrence
affecting, any of the Obligations of the other Borrower or any
other Person,

          (e)  any rescission, waiver, amendment or other
modification of, or any consent to departure from, any of the
Obligations of the other Borrower or any other Person under the
terms of this Agreement or any other Loan Document;

          (f)  any exchange, release or non-perfection of any
Collateral, or any release, amendment or waiver of, or consent to
departure from, any guaranty or other agreement from the other
Borrower or any other Person, securing any of the Obligations; or

          (g)  any other circumstances which might otherwise
constitute a defense available to, or a legal or equitable
discharge of, the other Borrower or any surety or any guarantor.
Each Borrower waives any right to require that any resort be made
by Agent or any Lender to any of the Collateral.

Section 1.85   Subrogation, Etc.

          At any time that a payment is made by either Borrower
with respect to the Obligations, such Borrower shall have a right
of contribution against the other Borrower in the maximum amount
permitted by applicable law, which right of contribution shall be
subject to adjustment at the time of any subsequent payment with
respect to the Obligations; provided that the maximum aggregate
liability of either Borrower with respect to such contribution
rights of the other Borrower shall not exceed the maximum amount
of liability that such first Borrower can incur without rendering
such contribution rights void or voidable under applicable law
relating to fraudulent conveyance or fraudulent transfers, and
not for any greater amount, and provided further, that neither
Borrower will exercise any such contribution rights or any other
rights which it may acquire by reason of any payment made
hereunder, whether by way of rights of subrogation, reimbursement
or otherwise, until the prior payment, in full and in cash, of
all Obligations.  Any amount paid to either Borrower under this
Section 10.17 on account of any payment made hereunder prior to
the payment in full of all Obligations shall be held in trust for
the benefit of Agent and Lenders and shall immediately be paid to
Agent and credited and applied against the Obligations, whether
matured or unmatured, in accordance with the terms of this
Agreement and the other Loan Documents.  In furtherance of the
foregoing, for so long as any Obligation or any Commitment
remains outstanding, each Borrower shall refrain from taking any
action or commencing any proceeding against the other Borrower
(or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in
respect of payments made under this Agreement to Agent and
Lenders.

Section 1.86   WAIVER OF TRIAL BY JURY.

          TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO HEREBY EXPRESSLY WAIVES ALL RIGHTS TO A TRIAL BY
JURY IN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE LOAN
DOCUMENTS.  THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES
TO SUCH ACTIONS AND PROCEEDINGS, INCLUDING PERSONS WHO ARE NOT
PARTIES TO THIS AGREEMENT.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY THE PARTIES HERETO AND
EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR
HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE
WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER
WITH COUNSEL.  EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ
AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS SECTION.






[BALANCE OF PAGE INTENTIONALLY LEFT BLANK- SIGNATURE PAGES FOLLOW]



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

                              BORROWERS:

                              PREMIER BANCSHARES, INC.


                              By:        __________________
                              Name:      Darrell D. Pittard
                              Title:     Chairman and CEO



STATE OF GEORGIA

COUNTY OF __________

     On this ___ day of April, 1998, personally appeared Darrell
D. Pittard, as Chairman and CEO of PREMIER BANCSHARES, INC., a
Georgia corporation, and before me executed the attached Mortgage
Warehouse Loan and Security Agreement, dated April __, 1998, by
and between SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
as Agent and Lender, and SOUTHTRUST BANK, NATIONAL ASSOCIATION;
CORESTATES BANK, N.A., AND COLONIAL BANK, as Lenders, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County and State last aforesaid.

                                             
          Signature of Notary Public-State of Georgia

                                             
          Print Name: Notary Public, State of Georgia
          Personally Known___________________________
          Produced Identification____________________
          Type of Identification:____________________

                        (NOTARIAL SEAL)


                              PREMIER LENDING CORPORATION


                              By:       ________________
                              Name:     George S. Phelps
                              Title:    President



STATE OF GEORGIA

COUNTY OF __________


     On this ___ day of April, 1998, personally appeared George
S. Phelps, as President of PREMIER LENDING CORPORATION, a Georgia
corporation, and before me executed the attached Mortgage
Warehouse Loan and Security Agreement, dated April __, 1998, by
and between SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
as Agent and Lender, and SOUTHTRUST BANK, NATIONAL ASSOCIATION;
CORESTATES BANK, N.A., AND COLONIAL BANK, as Lenders, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County and State last aforesaid.

                                             
          Signature of Notary Public-State of Georgia

                                             
          Print Name: Notary Public, State of Georgia
          Personally Known___________________________
          Produced Identification____________________
          Type of Identification:____________________

                        (NOTARIAL SEAL)


                              AGENT/LENDERS:


                              SUNTRUST BANK, CENTRAL FLORIDA,
                              NATIONAL ASSOCIATION, As Agent and
                              as a Lender


                              By:       ____________________
                              Name:     Catherine L. Kissick
                              Title:    First Vice President


STATE OF __________

COUNTY OF __________


     On this ___ day of April, 1998, personally appeared
Catherine L. Kissick, as First Vice President of SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION, and before me executed the
attached Mortgage Warehouse Loan and Security Agreement, dated
April __, 1998, by and between SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION; CORESTATES BANK, N.A., AND COLONIAL BANK,
as Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING
CORPORATION, as Borrowers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County and State last aforesaid.

                                             
          Signature of Notary Public-State of __________

                                             
          Print Name: Notary Public, State of __________
          Personally Known______________________________
          Produced Identification_______________________
          Type of Identification:_______________________

                        (NOTARIAL SEAL)



                              SOUTHTRUST BANK, NATIONAL
                              ASSOCIATION, as a Lender


                              By:_______________________
                              Name:_____________________
                              Title:____________________




STATE OF ALABAMA

COUNTY OF __________


     On this ___ day of April, 1998, personally appeared
____________________, as ____________________ of SOUTHTRUST BANK,
NATIONAL ASSOCIATION, and before me executed the attached
Mortgage Warehouse Loan and Security Agreement, dated April ___,
1998, by and between SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK, NATIONAL
ASSOCIATION; CORESTATES BANK, N.A., AND COLONIAL BANK, as
Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING
CORPORATION, as Borrowers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County and State last aforesaid.

                                             
          Signature of Notary Public-State of __________

                                             
          Print Name: Notary Public, State of __________
          Personally Known______________________________
          Produced Identification_______________________
          Type of Identification:_______________________

                        (NOTARIAL SEAL)


                              CORESTATES BANK, N.A., as a Lender


                              By:_______________________________
                              Name:_____________________________
                              Title:____________________________




STATE OF PENNSYLVANIA

COUNTY OF __________


     On this ___ day of April, 1998, personally appeared
___________________, as _________________ of CORESTATES BANK,
N.A., and before me executed the attached Mortgage Warehouse Loan
and Security Agreement, dated April ___, 1998, by and between
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent
and Lender, and SOUTHTRUST BANK, NATIONAL ASSOCIATION; CORESTATES
BANK, N.A., AND COLONIAL BANK, as Lenders, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County and State last aforesaid.

                                             
          Signature of Notary Public-State of __________

                                             
          Print Name: Notary Public, State of __________
          Personally Known______________________________
          Produced Identification_______________________
          Type of Identification:_______________________

                        (NOTARIAL SEAL)



                              COLONIAL BANK, as a Lender


                              By:_______________________
                              Name:_____________________
                              Title:____________________






STATE OF GEORGIA

COUNTY OF __________


     On this ___ day of April, 1998, personally appeared
_______________________, as _______________ of COLONIAL BANK, and
before me executed the attached Mortgage Warehouse Loan and
Security Agreement, dated April ___, 1998, by and between
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent
and Lender, and SOUTHTRUST BANK, NATIONAL ASSOCIATION; CORESTATES
BANK, N.A., AND COLONIAL BANK, as Lenders, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal in the County and State last aforesaid.

                                             
          Signature of Notary Public-State of Georgia

                                             
          Print Name: Notary Public, State of Georgia
          Personally Known___________________________
          Produced Identification____________________
          Type of Identification:____________________

                        (NOTARIAL SEAL)

                           SCHEDULE 1
                                
                     Lenders and Commitments

Name and Address                     Commitment               Commitment
 of Each Lender                        Amount                 Percentage
---------------                      ----------               -----------
SunTrust Bank, Central Florida,      $30,000,000.00              33.3334%
National Association
200 South Orange Avenue
Orlando, Florida 32801


SouthTrust Bank,                     $20,000,000.00              22.222%
National Association
P.O. Box 2554
Birmingham, Alabama 35290


CoreStates Bank, N.A.                $20,000,000.00              22.222%
1339 Chestnut Street
Philadelphia, Pennsylvania 19107


Colonial Bank                        $20,000,000.00              22.222%
201 East Pine Street, Suite 730
Orlando, Florida 32801


                           SCHEDULE 2
                                
                       Approved Investors
                                
                                
                   Conforming Mortgage Loans:
                   --------------------------                                
                             Norwest
                              Chase
                               RFC
                        HomeSide Lending
                              Fleet
                           Countrywide
                            Citicorp
                                
                 Non-Conforming Mortgage Loans:
                 ------------------------------               
                         Household Bank
                            Greentree
                               RFC
                           Money Store
                          ContiMortgage
                                

                           SCHEDULE 3
                                
                        Notice Addresses

                                 
LENDERS:                                       BORROWERS:
--------                                       ----------   
SunTrust Bank, Central Florida,                Premier Lending Corporation
National Association, as Agent and Lender      2759 Delk Road, Suite 201
6th Floor, S. Orange Avenue Bldg.              Marietta, GA 30067
Attn: Mortgage Banking Dept.
200 South Orange Avenue-Mail Code 0-2062
Orlando, FL 32801
           
                                 
SouthTrust Bank, National Association          Premier Bancshares, Inc.
Attn: Mortgage Banking Dept.                   2180 Atlanta Plaza
Amy J. Nunneley, Group Vice President          950 East Paces Ferry Road
420 North 20th Street, 6th Floor               Atlanta, GA 30326
P.O. Box 2554
Birmingham, AL 35290
           
                                 
CoreStates Bank, N.A.                          With a copy to the Borrower's
Attn: Mortgage Banking                         Counsel:
Marissa Mignogna, Assistant Vice President     G. Leighton Stradtman, Esquire
1339 Chestnut Street-Mail Code FC 1-8-12-7     Womble Carlyle Sandridge & Rice
Philadephia, PA 19107                          1275 Peachtree St., N.E.,
                                               Suite 700
                                               Atlanta, GA 30309
           
                                 
Colonial Bank         
Attn: Mortgage Banking
William S. Battillo, VP
201 East Pine Street, Suite 730
Orlando, FL 32801
           
                                 
With a copy to the Agent's Counsel:
Robert L. Mellen, III, Esquire
Akerman, Senterfitt & Eidson, P.A.
P.O. Box 231
Orlando, FL 32802




                           SCHEDULE 4
                                
             Authorized Officers of Premier Lending
             --------------------------------------                           
                  George S. Phelps - President
             Mark E. Tackett - Senior Vice President
            Michelene Bryant - Senior Vice President
              David Holmes - Senior Vice President
                Susan Fitzgerald - Vice President
                 Lisa Walls - Closing Supervisor
               Sue Abeln - Post Closing Supervisor
                   Deborah K. Foster - Closer
        Kenneth W. Cramton, Jr. - Regional Vice President
                      Della Brewer - Closer
             Dwight Hurst - Regional Vice President
           Marjorie Hornack - Assistant Vice President
                                
                            EXHIBIT A
                                
                          Form of Note
                                
                                
                          See Attached.
                                

                           EXHIBIT B-1
                                
                        Borrowing Request
               (All Loans except Wet Funds Loans)
                                
                                
                          See Attached.


                           EXHIBIT B-2
                                
                        Borrowing Request
                        (Wet Funds Loans)
                                
                                
                          See Attached.
                                

                           EXHIBIT C-1
                                
                 Borrowing Base Addition Report
                           (Tranche A)
                                
                                
                          See Attached.
                                

                           EXHIBIT C-2
                                
                 Borrowing Base Addition Report
                           (Tranche B)
                                
                                
                          See Attached.
                                

                           EXHIBIT C-3
                                
                 Borrowing Base Addition Report
                           (Tranche C)
                                
                                
                          See Attached.
                                

                           EXHIBIT C-4
                                
                 Borrowing Base Addition Report
                           (Tranche D)
                                
                                
                          See Attached.
                                

                            EXHIBIT D
                                
                   Borrowing Base Certificate
                                
                                
                          See Attached.
                                

                            EXHIBIT E
                                
Required Documents for Mortgage Loans to be Included in Borrowing Base
                                
                                
                          See Attached.
                                

                            EXHIBIT F
                                
                  Additional Required Documents
                                
                                
                          See Attached.
                                

                            EXHIBIT G
                                
                    Agent's Wire Instructions
                    -------------------------            
                                
      SunTrust Bank, Central Florida, National Association
                     200 South Orange Avenue
                        Orlando, FL 32801
                         ABA #063102152
            for credit to cash collateral account of
                   Premier Lending Corporation
                     Account #0215252162807


                            EXHIBIT H
                                
                  Collateral Review Procedures
                                
                                
                          See Attached.
                                

                            EXHIBIT I
                                
                      Form of Trust Receipt
                                
                                
                          See Attached.
                                
                                

                            EXHIBIT J
                                
                         Bailment Letter
                                
                                
                          See Attached.
                                
                                

                            EXHIBIT K
                                
               Trust Receipt and Bailee Procedures
                                
                                
                          See Attached.
                                
                                

                            EXHIBIT L
                                
    Principal Places of Business and Chief Executive Offices
    -------------------------------------------------------- 
Premier Bancshares, Inc.:

     2180 Atlanta Plaza
     950 East Paces Ferry Road
     Atlanta, Georgia 30326


Premier Lending Corporation:

     2759 Delk Road, Suite 201
     Marietta, Georgia 30067



                                
                            EXHIBIT M
                                
                    Commitment Status Report
                                
                                
                          See Attached.
                                
                                
                                
                                

                            EXHIBIT N
                                
              Fitch ICBA Credit Quality Guidelines
                                
                                
                          See Attached.