Exhibit 10.5
                                BROKER AGREEMENT
                  HOME EQUITY LOAN AND LINE OF CREDIT PROGRAMS

         THIS AGREEMENT is made this 21st day of July 1999 by and between
WESTMARK MORTGAGE CORPORATION (hereinafter referred to as "Broker"), and CHASE
MANHATTAN MORTGAGE CORPORATION, a New Jersey corporation, on behalf of itself
and on behalf of CHASE MANHATTAN BANK USA, N.A., the lender (individually and
jointly "Chase").

         WHEREAS, from time to time, Broker agrees to submit to Chase, home
equity loan and line of credit application packages ("packages"); and

         WHEREAS, Chase desires to accept packages from Broker for loans and
lines of credit;

         NOW, THEREFORE, in mutual consideration of the promises herein
contained, the parties agree as follows:

A.       LOAN AND LINE OF CREDIT PACKAGES
         --------------------------------

         1.       Broker shall, in its sole discretion, decide which
                  packages are to be submitted to Chase.

         2.       Chase shall, in its sole discretion, decide which of the
                  packages will be either accepted or rejected. Chase shall
                  also, in its sole discretion, decide under what terms and in
                  what amount each such loan or line of credit will be made.

B.       SUBMITTAL AND FREE PROCEDURES
         -----------------------------

         1.       Broker will obtain from the customer all information and
                  signatures necessary to completely process each package
                  submitted to Chase, will obtain all verifications and
                  appraisals required by Chase, and will deliver all required
                  documentation to Chase in proper form to enable Chase to
                  approve or disapprove the loan or line of credit application
                  as submitted.

         2.       If Chase should close any additional loans or lines of credit
                  with any customers submitted to Chase by Broker, subsequent to
                  the initial submittal by Broker to Chase, Chase shall not be
                  required to pay any additional fee(s) to Broker.

C.       WARRANTY
         --------

         1.       Broker represents and warrants to Chase that it has all
                  necessary licenses, qualifications and registrations needed to
                  engage in the business conducted by Broker and the activities
                  contemplated by this Agreement.

         2.       Broker warrants that the information contained in all
                  documents submitted to Chase in connection with each package,
                  including, but not limited to, the loan or line of credit
                  application, estimate of settlement charges, schedule of real
                  estate owned, deposit verifications, employment verifications,
                  loan verifications, statement of loan or line of credit
                  purpose, and appraisal, is true, complete and accurate to the
                  best information and belief of Broker, its employees and
                  agents.

         3.       Broker warrants and agrees to deliver to each applicant any
                  disclosures and information mandated by State and Federal law.

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D.       COMPENSATION
         ------------

         1.       Broker compensation from Chase regarding loans shall be based
                  on actual services performed according to the Federal Real
                  Estate Settlement Procedures Act of 1974, as amended, and
                  Regulation X thereunder.

         2.       Broker compensation from Chase for actual services performed
                  regarding lines of credit shall be solely in accordance with
                  the attached Schedule A.

         3.       Final settlement of all amounts due Broker shall be made alter
                  the rescission period has elapsed. No amounts will be payable
                  to Broker by Chase or applicant thereafter.

         4.       Broker represents that any compensation received by Broker
                  from applicant shall be permitted by applicable law and any
                  applicable professional responsibility standards and shall not
                  exceed the fair market value of its service. Broker will not
                  accept additional fees or other compensation of any type
                  except as permitted by applicable law and disclosed in writing
                  to applicant and Chase.

E.       COMPLIANCE
         ----------

         1.       The validity, interpretation, enforcement and effect of this
                  Agreement shall be governed by the laws of the State of Ohio.

         2.       With regard to both Broker activity in general and each
                  package submitted, Broker shall comply with all applicable
                  State and Federal laws, rules and regulations, including, but
                  not limited to:

                  a)       Federal Truth in Lending Act of 1969, as amended, and
                           the Federal Reserve Regulation Z thereunder;

                  b)       Federal Equal Credit Opportunity Act (ECOA) and the
                           Federal Reserve Regulation B thereunder;

                  c)       Federal Fair Credit Reporting Act;

                  d)       Federal Real Estate Settlement Procedures Act of
                           1974, as amended, and Regulation X thereunder;

                  e)       Flood Disaster Protection Act of 1973 and the
                           National Flood Insurance Reform Act of 1994;

                  f)       Fair Housing Act;

                  g)       Home Mortgage Disclosure Act;

                  h)       Financial Institutions Reform Recovery and
                           Enforcement Act of 1989.

         3.       Upon request, Broker shall furnish to Chase evidence, in a
                  form satisfactory to Chase, of any action taken by Broker to
                  comply with such laws, including copies of any notice or
                  disclosure form furnished to an applicant.

         4.       This Agreement shall bind and inure to the benefit of any
                  successors, assignees, subsidiaries and/or affiliates of
                  Broker and Chase. Broker cannot transfer any rights therein or
                  assign this Agreement without the written consent of Chase.
                  Chase may assign this Agreement to any of its subsidiaries or
                  affiliates without the written consent of Broker.

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         5.       Should any provision of this Agreement for any reason be
                  declared invalid, such a decision shall not affect the
                  validity of the remaining provisions which shall remain in
                  full force and effect as if this Agreement had been executed
                  with the Invalid provision eliminated.

         6.       Chase will, at no time, represent themselves to be an agent
                  for Broker or in any way represent themselves as having any
                  affiliation with Broker.

         7.       At no time will Broker represent themselves to be an agent for
                  Chase or in any way represent themselves as having any
                  affiliation with Chase. Broker shall have no authority to bind
                  Chase in any respect. Broker shall not use or refer to Chase's
                  name in any form of advertising or written materials, except
                  as may be required by law or specifically licensed to do so by
                  Chase in writing.

F.       INDEMNIFICATION
         ---------------

         Broker shall indemnify and hold harmless Chase from any loss, damage,
         cost or expense, including all attorney fees, resulting from the breach
         by the Broker of any of its agreements or the inaccuracy of any
         representation or warranty made by Broker. This indemnification shall
         survive any termination or cancellation of this Agreement.

G.       TERMINATION
         -----------

         1.       Either Chase or Broker may terminate this Agreement, by giving
                  the other not less than thirty (30) days prior written notice
                  thereof by certified mail, return receipt requested.

         2.       A termination notice made by Chase shall be mailed to
                  the following address:

                  Westmark Mortgage Corporation
                  Attention:  Payton Story III
                  8000 North Federal Highway
                  Boca Raton, FL 33487

         3.       A termination notice made by Broker shall be mailed
                  to the following address:

                  Jack Nunnery, Customer and Risk Management
                  Chase Manhattan Mortgage Corporation
                  10151 Deerwood Park Blvd., Bldg. #400
                  Jacksonville, Florida  32258

         4.       Any loans or lines of credit made by Chase to customers
                  referred by Broker during the thirty (30) day termination
                  period are subject to the terms of this Agreement.

H.       AGREEMENT EXECUTION
         -------------------

         1.       Broker represents that this Agreement does not conflict with
                  the provisions of any other agreement to which the Broker is a
                  party and that this Agreement is a legal, valid and binding
                  obligation of Broker. Broker will notify Chase immediately of
                  any material changes in its ownership, financial condition or
                  management.

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         2.       This Agreement constitutes the whole of the parties agreement
                  regarding the subject matter hereof, and all other agreements,
                  oral or written, are superseded. Any amendments or
                  modifications of this Agreement shall only be valid in
                  writing, signed and executed by each of the parties.

         This Agreement is executed as of the date first above written.

BROKER                                      CHASE MANHATTAN MORTGAGE CORPORATION


By: /S/ PAYTON STORY, III                   By:
   ----------------------------                -----------------------------

Title: PRESIDENT/COO                        Title:
      -------------------------                   --------------------------

By: /S/ IRVING H. BOWEN
   ----------------------------

Title: CHIEF FINANCIAL OFFICER
       ------------------------

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                                BROKER AGREEMENT
                       HOME EQUITY LINE OF CREDIT PROGRAM

                                   SCHEDULE A

LINE OF CREDIT PACKAGES
-----------------------

All Line of Credit packages must be submitted according to the terms indicated
below.

|X|  Provide prospective customers with information and applications for a Chase
     Home Equity Line of Credit.

|X|  Help applicant complete the application and provide continued liaison
     relationship between applicant and Chase to work through details of the
     transaction.

|X|  Collect required income and wage verification documentation.

|X|  Obtain credit report.

|X|  Order, receive and review appraisal. If combined first and second mortgage
     amount exceeds $500,000, the appraiser must be on Chase Approved Appraiser
     Panel List. If combined first and second mortgage amount is less then
     $500,000, appraisal* accepted from any appraiser meeting the following
     criteria:

         |X|  Appraiser must be state licensed/certified
         |X|  Subject property must be physically inspected by state
              licensed/certified appraiser
         |X|  Copy of appraiser's license must accompany each appraisal
              submitted

|X| Order, receive and review title from approved title management coordinators.

|X| Forward file within 24 hours to the Chase Home Equity Regional Processing
Center.

|X|  Coordinate the closing with Chase approved closing agent.

|X|  Provide such other administrative services and tasks as detailed in Chase's
     Operational Procedures.


Broker Compensation: $400 for each closed transaction that has not been
rescinded.

*    CHASE WILL PROVIDE AN APPRAISER REVIEW LIST. THE REVIEW LIST CONTAINS
     APPRAISERS WHO, IF USED, WILL REQUIRE A FIELD REVIEW BY G. F. HANSON LOAN
     QUALITY SERVICES AT THE BROKER'S EXPENSE.