Exhibit 10.1

                       FIRST AMENDMENT TO CREDIT AGREEMENT

           FIRST AMENDMENT TO CREDIT AGREEMENT (this  "Amendment"),  dated as of
June 30, 2000, to that certain Credit  Agreement  dated as of November 17, 1999,
among Equivest  Finance,  Inc. (the  "Borrower"),  Peppertree  Acquisition Corp.
("Newco"),  Peppertree  Acquisition  Corp.  II ("Newco II") and Bank of America,
N.A. (the "Lender")

                                   ----------

                                   WITNESSETH:

           WHEREAS,  the Lender,  the Borrower,  Newco and Newco II entered into
the Credit Agreement; and

           WHEREAS the Borrower has  requested  that certain  amendments  to the
Credit  Agreement be made and the Lender is on the terms and  conditions  stated
below willing to grant such requests to' the Borrower;

           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants herein, the parties hereby agree as follows:

           1 -  Definitions.  Except as otherwise set forth herein,  capitalized
terms not defined  herein shall have the  respective  meanings  assigned to such
terms in the Credit Agreement.

           2. Amendments to the Credit Agreement.

           Effective  as of the date hereof and subject to the  satisfaction  of
the conditions  precedent set forth in Section 5 hereof, the Credit Agreement is
hereby amended as follows:

           (a) Section 1.1 is amended by amending the proviso to the  definition
of "Change of Control" to read in its entirety as follows: "; provided, however,
that it is understood  and agreed that any sale of stock of the Borrower held by
the Estate in an aggregate  amount equal to or greater than 10% of the shares of
the Borrower  held by the Estate on the  Agreement  Date shall be deemed to be a
Change of Control";

           (b)  Section  1.1 is  amended  by  deleting  "Extension  Fee" and its
definition in its entirety;

           (c)  Section  1.1 is amended by deleting  the  definitions  of "First
Extension  Period" and "Second  Extension Period" and adding a new definition in
alphabetical order as follows : `"Extension Period' has the meaning specified in
Section 2.8(a) hereof';

           (d)  Section  1.1 is amended by  deleting  the  definition  of "LIBOR
Basis" in its  entirety and adding in its place the  following:  "means a simple
per annum  interest  rate equal to the lesser of (a) the Highest Lawful Rate and
(b)(i) during the Initial Term, the sum of the LIBOR Base Rate plus 3.00%;  (ii)
for the period from and including  August 18, 2000 through  393814.8.02  8114100
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and  including  November 17, 2000,  the sum of the LIBOR Base Rate plus 350%; or
(iii) during the Extension Period, the sum of the LIBOR Base Rate plus 3.75%";

           (e)  Section  1.1 is  amended  by  deleting  from the  definition  of
"Maturity  Date" the  following:  "August 17,  2000" and adding in its place the
following: "November 17, 2000";

           (f) Section 1.1 is amended by deleting  clause (a) of the  definition
of  "Reference  Rate" in its  entirety  and  adding in its place the  following:
"(a)(i)  during the  Initial  Tern,  0.50%,  (ii)  during  the  period  from and
including August 18,2000 through and including November 17, 2000, 1.00% or (iii)
during the Extension Period, 1.25%. plus, in each case";

           (g) Section 11 is amended by  deleting  clause (ii) of the proviso of
the  definition  of  "Subsidiary"  in its  entirety  and adding in its place the
following: "(ii) no Securitization Subsidiary shall be deemed to be a Subsidiary
for purposes of this  Agreement  other than with respect to the  calculation  of
Excess Cash Flow";

           (h) Section 2.3(d) is hereby deleted in its entirety;

           (i) The first  sentence of Section  2.5(b)(ii)  is amended to read in
its entirety as follows:"  On the date!  of any (A) Asset Sale or (B)  Offering,
the  Borrower  shall  prepay the Term Note in an amount  equal to all of the Net
Cash Proceeds of such Asset Sale or Offering";

           (j)  Section  2.5 (1,) (iii) is amended  to read in its  entirety  as
follows:  "Unless the Borrower  and the Lender shall have  negotiated a mutually
acceptable  amortization  schedule for the Term Loan in accordance  with Section
2.8(a)(ii)  and provided  that the  Extension  Period shall have been  exercised
pursuant  to  Section  2.8 hereof on January  1,2001  and on each  Payment  Date
thereafter  the Borrower  shall apply an amount equal to 80% of Excess Cash Flow
for the second  preceding  calendar  month to the  prepayment  of the Term Note,
provided,  however,  that, in the event that Net Cash Proceeds of any Asset Sale
have been applied to prepay the Term Note pursuant to Section  2.5(b)(ii) above,
such Net Cash  Proceeds  shall be excluded from the  calculation  of Excess Cash
Flow";

           (k) Section 25(b) is amended by adding a new subsection (iv) thereto,
to read in its  entirety as  follows;  "(iv) On each of  September  17, 2000 and
October 17, 2000,  the Borrower shall prepay the Term Note in an amount equal to
$300,000 and,  provided the Extension Period shall have been exercised  pursuant
to Section 2.8, on November 17, 2000, the Borrower shall prepay the Term Note in
an amount equal to the greater of (A) $300,000 and (B) the amortization  payment
for such date  agreed to by the Lender and the  Borrower,  if any,  pursuant  to
Section 2. 8(a)(ii) hereof';

           (I)  Clauses  (i) and (ii) of Section  2.8(a) are  amended to read in
their  entirety as follows:  "(i) a written  notice  stating  that the  Borrower
desires to extend the  Maturity  Date of the Term Note until  February 17, 2001,
and  certifying  to the effect  that (A) no  Default or Event of Default  Exists
under any of the Loan  Documents;  (B) an  interested  buyer  has been  found to
purchase the shares o f the Borrower held by the Estate (the  "Buyer");  (C) the
Buyer has the


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financial  means to consummate  the purchase of such shares from the Estate (the
"Estate  Purchase");  and (D) the  Borrower  and the Buyer are in the process of
finalizing  the purchase  documents  and closing the Estate  Purchase;  and (ii)
payment of an advisory fee on the date notice is given in an amount set forth in
a fee letter dated as of June 30, 2000  between the Borrower and the Lender,  in
which  case  the  Term  Note  shall,   subject  to  written   notice  that  such
certification  is true and  correct  on the  current  Maturity  Date,  mature On
February  17,2001  (the  "Extension  Period");   provided,   however,  that,  in
connection with the satisfaction of the conditions for the Extension Period, the
Lender and the Borrower agree to renegotiate  the terms of the  amortization  of
the Term Note to  substitute  an  amortization  schedule for the  provisions  of
Section 2.5(b)(iii),  it 1,eing understood and agreed that if the Lender and the
Borrower  are unable to agree upon an  amortization  schedule for the Term Note,
the  provisions  with  respect  to the  application  of Excess  Cash Flow to the
prepayment of the Term Note set forth in Section 2.5(b)(iii) shall apply";

                      (in) Section 2.8 is amended by deleting  subsection (b) in
its entirety and adding in its place the following:
"Reserved"; and

"1.90:1.00".
(n) Section 7.11 is amended by deleting "2.25:1.00" and adding in its place

           3. Representations and Warranties. To induce the Lender to enter into
this  Amendment,  each of the  Borrower,  Newco  and Newco  II,  represents  and
warrants, as of the date of the execution and delivery of this Amendment, that:

           (a) It has the power,  authority  and legal right to make and deliver
this Amendment and to perform its  obligations  under the Credit  Agreement,  as
amended  by  this   Amendment,   without  any  notice,   consent,   approval  or
authorization not already obtained,  and that it has taken. all necessary action
to authorize the same.

           (1,) The making and delivery of this Amendment and the performance of
the Credit  Agreement,  as  amended  by this  Amendment,  does not  violate  any
provision of law or any regulation,  or its charter or by-laws, or result in the
breach of or  constitute  a  default  under or  require  any  consent  under any
indenture or other agreement or instrument to which it is a party or by which it
or any of its  properties  may be bound or affected.  The Credit  Agreement,  as
amended by this Amendment,  constitutes its legal, valid and binding obligation,
enforceable   against  it  in   accordance   with  its  terms,   except  as  the
enforceability   thereof   may  be   limited  by  any   applicable   bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally.

           (c) The  representations  and warranties  made by it contained in the
Credit  Agreement are true and correct on the date of the execution and delivery
of this Amendment and after giving effect hereto.




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           (d) No Event of Default or Default  has  occurred  and is  continuing
under the Credit  Agreement  on the date of the  execution  and delivery of this
Amendment and after giving effect hereto.

           4. Conditions Precedent. This Amendment shall become effective, as of
the date  hereof,  upon  receipt  by the  Lender  of (I) a  counterpart  of this
Amendment, duly executed and delivered by the Borrower, (ii) the fees payable on
the date of the  execution  and  delivery  of this  Amendment  set forth in that
certain  Fee  Letter  dated as of the date  hereof  between  the  Lender and the
Borrower and (iii) all other costs and expenses,  including, without limitation,
the fees and expenses of counsel to the Lender.

           5. Reference to and Effect on the Loan Documents.

           (a) On and after the date hereof,  (i) all  references  in the Credit
Agreement to "this Agreement",  "hereof',  "herein",  or similar terms, (ii) all
references  to the Credit  Agreement  in each  agreement,  in3trument  and other
document executed or delivered in connection with the Credit Agreement and (iii)
all references to the Credit Agreement and all other Loan Documents,  shall mean
and refer to the Credit Agreement as amended by this Amendment.

           (b) Except as specifically  amended hereby,  the Credit Agreement and
all other Loan  Documents  shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.

           (c) The execution, delivery and effectiveness of this Amendment shall
not,  operate as a waiver of any right,  power or remedy of the Lender under any
Loan Document, nor constitute a waiver of any provision of any Loan Document.

           6.  Counterparts.  This  Amendment  may be  signed  in any  number of
counterparts, each of which shall be an original and all of which taken together
shall  constitute a single  instrument with the same effect as if the signatures
thereto and hereto were upon the same instrument.

           7. Governing  Law. This Amendment  shall be governed by and construed
in  accordance  with the laws of the  State of New York  without  regard  to the
conflict  of law  principles  thereof  (except  Section  5-1401  of the  General
Obligations Law).


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           IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and  delivered by their proper and duly  authorized  officers as of the
day and year first above written.

                                 BANK OF AMERICA, N.A., as Lender

                                            By: s/ Robert N. Allen
                                                ----------------------
                                                Name:  Robert N. Allen
                                                Title: Vice President

                                 EQUIVEST FINANCE, INC., as Borrower


                                            By:  s/ Gerald L. Klaben, Jr.
                                                ------------------------
                                                Name:  Gerald L. Klaben, Jr.
                                                Title: Senior VP &
                                                       Chief Financial Officer