WHOLE SALE LOAN AGREEMENT

         THIS AGREEMENT (this "Agreement") is made and entered into as of in the
State of Georgia, by and between WESTMARK MORTGAGE CORPORATION, a corporation
organized and existing under the laws of the State of California, (herein called
"Client"), and Great Eastern Funding, LLC, a limited liability company organized
and existing under the laws of the State of Georgia (herein called "Buyer") for
and in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.

         This Agreement establishes terms of a Line of Credit not to exceed the
amount described in Schedule A, Facility Amount, at any one time in total
principal amount outstanding. The obligation of the Buyer to make advances
hereunder up to such limit is hereinafter referred to as the "Commitment."
Within the Commitment, the Client may borrow, repay and re-borrow. All Advances
under this Agreement shall constitute a single indebtedness, and all Collateral
shall be security for the Facility Amount as described in schedule A and for the
performance of all obligations of the Client to the Buyer. Advances under this
Agreement shall be used by the Client solely for the purpose of purchasing
Mortgage Loans and in no circumstances shall closed loans be purchased by Client
to be sold to Buyer. Funding shall be made in the manner hereinafter defined.
This Agreement expires one (1) year from the date listed above. Upon expiration,
all terms and conditions are subject to re-negotiation, with no guarantee of
renewal.

RECITALS

         A.       From time to time, Client may offer to sell and Buyer may
                  agree to buy from Client certain loans evidenced by promissory
                  notes and secured by deeds to secure debt, mortgages or other
                  appropriate security instruments conveying interests in real
                  estate (hereinafter "Mortgage Loans").

         B.       Each Mortgage Loan will be evidenced, among other documents,
                  by a promissory note under which Client is the payee
                  ("Mortgage Note"), and a first priority deed to secure debt,
                  mortgage or similar security instrument securing payment of
                  the Mortgage Note ("Mortgage Deed" or "Mortgage").

         C.       Client and Buyer wish to set forth the terms and conditions
                  under which each Mortgage Loan will be acquired by Buyer from
                  Client.

I.       Client represents and warrants to Buyer, and covenants and agrees with
         Buyer, as follows:

         A.       Client is a corporation duly organized, validly existing and
                  in good standing under the laws of the State of California ,
                  and it possesses the requisite corporate authority to enter
                  into this Agreement and to consummate all the transactions
                  contemplated hereby.

         B.       The execution, delivery and performance of this Agreement has
                  been duly authorized by Client and all corporate proceedings
                  necessary to consummate all the transactions contemplated by
                  this Agreement have been taken by Client.

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         C.       Client is fully licensed, qualified to do business and in good
                  standing in each state in which it does business and in which
                  the real property securing any Mortgage offered by Client to
                  Buyer hereunder is located.

         D.       The execution and delivery of this Agreement and sale of any
                  and all Mortgages hereunder are not and will not be a breach,
                  violation or event of default (or an event which would become
                  an event of default with the lapse of time or notice or both)
                  under any judgement, decree, note, agreement, indenture or
                  other instrument to which Client is a party or otherwise
                  subject.

         E.       Neither the making of each Mortgage Loan nor the consummation
                  of the transactions contemplated by this Agreement will result
                  in a violation of any applicable federal, state or local law,
                  rule or regulation.

         F.       This Agreement and every instrument provided for herein to be
                  executed by Client are and will be the legal, valid and
                  binding obligations of Client enforceable by Buyer in
                  accordance with their respective terms.

         G.       As of the date of this Agreement, there is no pending or
                  threatened litigation, adverse claim, action or proceeding of
                  any kind or nature against client which, if adversely
                  determined would reasonably be expected to result in any
                  material and adverse change in the business, operations,
                  assets or financial conditions of client.

         H.       Each Mortgage sold to Buyer hereunder shall constitute a
                  valid, genuine and enforceable first or second lien against
                  the real property conveyed thereunder, subject only to
                  exceptions which are acceptable to the Buyer and Third Party
                  Investor, if applicable (each such Investor shall herein be
                  called a "Third Party Investor") for such Mortgage and which
                  do not materially impair the priority of the lien thereof or
                  the quality of title, will have been duly executed,
                  acknowledged and filed for recording or recorded prior to the
                  date of sale to Buyer, and is and will continue to be free
                  from claims, defenses, set-offs, and counterclaims.

         I.       At the time of the transfer of each Mortgage to Buyer, the
                  property covered by each Mortgage (the "Mortgaged Property")
                  shall consist of land and one or more buildings thereon which
                  are completed and ready for occupancy.

         J.       Client shall have, at the time of the transfer of each
                  Mortgage to Buyer, the sole, full and complete title to each
                  Mortgage and each instrument and document relating thereto,
                  which Mortgage and any other interest conveyed by Client to
                  Buyer shall be free and clear of all claims of any other
                  person or entity, and Client has and shall have full power and
                  authority to sell, transfer and assign the same on the terms
                  herein set forth, there having been no prior assignment, sale
                  or hypothecation thereof by Client.

         K.       With respect to each Mortgage and the Mortgage Loan evidenced
                  and secured thereby: (i) each Mortgage will have been duly and
                  validly executed, issued and delivered by the mortgagor
                  thereunder and will constitute the valid and legally binding
                  obligation of such mortgagor, enforceable in accordance with
                  its terms; (ii) compliance by the mortgagor with such Mortgage
                  will not violate any law, or any other instrument or agreement
                  binding upon the mortgagor; and (iii) all requirements of all

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<PAGE>

                  laws, rules, orders and regulations of any governmental
                  authority having jurisdiction over such Mortgage and mortgagor
                  will have been fully satisfied and complied with.

         L.       The full principal amount of each Mortgage sold hereunder will
                  have been advanced to the mortgagor, either by payment made
                  directly to mortgagor or by payment made on mortgagor's
                  request or approval; the original unpaid principal balance
                  outstanding under each Mortgage shall be as stated in the
                  applicable loan documents; all costs, fees, and expenses
                  incurred in making, closing and recording the Mortgage shall
                  have been paid; neither the Mortgaged Property, nor any
                  portion thereof, shall have been released from the Mortgage;
                  the terms of the Mortgage shall have in no way been changed,
                  amended or modified; and the Mortgage shall be current and not
                  in default.

         M.       All signatures, names and addresses, amounts and other
                  statements of fact, including descriptions of property,
                  appearing on the credit application and other documents
                  relating to each Mortgage shall be true and correct and each
                  mortgagor named thereon shall be, as of the date of each such
                  document upon which signatures appear, of majority age, and
                  have the legal capacity to enter into the Mortgage.

         N.       Client will have paid or caused to be paid when due any and
                  all applicable taxes or fees to any governmental entity
                  arising out of the making, acquisition, collection, holding or
                  assignment of such Mortgage or the underlying property (except
                  taxes measured by Buyer's net income).

         O.       Each Mortgage which Client represents as being insured by a
                  private mortgage insurance company shall be so insured.

         P.       Each Mortgage classified as an "F.H.A. Mortgage" will be a
                  Mortgage fully insured by or for which a Commitment to Insure
                  has been issued by, the Federal Housing Administration under
                  the National Housing Act, as amended, and the Mortgage and all
                  other instruments and documents evidencing the Mortgage Loan
                  and the transactions from which it arose will comply with all
                  applicable requirements of the F.H.A.

         Q.       Each Mortgage classified as a "V.A. Mortgage" will be either
                  guaranteed or entitled to be guaranteed immediately by the
                  Veteran's Administration (V.A.) Under the Service Men's
                  Readjustment Act of 1944, as amended, or other applicable
                  statute, or will be entitled to be immediately so guaranteed
                  pursuant to a V.A. Commitment to Guarantee; each such
                  Guarantee or Commitment to Guarantee will be in the maximum
                  amount permitted by law; and the Mortgage and all other
                  instruments and documents evidencing the Mortgage Loan and the
                  transactions from which it arose will comply with all
                  applicable requirements of the V.A.

         R.       In connection with each Mortgage sold hereunder and the
                  Mortgage Loan evidenced or secured thereby, all applicable
                  federal and state laws statutes and regulations including, but
                  not limited to the Equal Credit opportunity Act, Real Estate
                  Settlement Procedures Act, Truth-In-Lending Act, Fair Credit
                  Reporting Act, and any other federal or state consumer
                  protection act, rule or regulation will have been fully
                  satisfied and complied with.

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         S.       Each Mortgage sold hereunder shall be accompanied by all
                  documentation required. under all applicable federal and state
                  laws and regulations regarding loans purchased by insured
                  financial institutions.

         T.       Each Mortgage Loan evidenced by a Mortgage and Mortgage Note
                  conveyed hereunder shall have been closed by an attorney who
                  is an approved attorney of an American Land Title Association
                  ("ALTA") Company or by an authorized and insured Title
                  Company.

         U.       The building or buildings on the Mortgaged Property will be
                  kept continuously insured at all times by insurance companies
                  with a Class V or better rating as determined by A.M. Best's
                  key rating guide for property casualty companies against fire
                  and extended coverage hazards under policies, binders,
                  letters, or certificates of insurance with a standard
                  mortgagee clause in favor of Client and its assigns, and
                  providing coverage under each such policy in an amount at
                  least equal to the lesser of (i) the maximum insurable value
                  of the improvements, or (ii) the original principal amount of
                  the Mortgage, without reduction by reason of any co-insurance,
                  reduced rate contribution, or similar clause.

         V.       Client has previously furnished Buyer with copies of its
                  financial statements for the previous fiscal year (the
                  "Financial Statements"). Client represents and warrants that
                  the Financial Statements were prepared in accordance with
                  generally accepted accounting principles and accurately
                  portray its financial condition as of the date thereof and of
                  this Agreement. Client will, within sixty (60) days of the
                  conclusion of each of its fiscal year end furnish Buyer with a
                  copy of its annual financial statements, each in form and
                  substance satisfactory to Buyer. The annual financial
                  statements will be audited by independent public accountants
                  if required by the State where Client is organized, twill
                  conform to generally accepted accounting standards and will be
                  furnished directly to Buyer by Client's independent public
                  accountants.

         W.       There is not now an event of default hereunder, or any
                  circumstances which, with notice or lapse of time or both,
                  could become an event of default hereunder, and each future
                  request by the Client to sell a Mortgage hereunder shall
                  constitute a reaffirmation of the foregoing representation and
                  warranty.

All these warranties, representations and covenants shall survive the term of
this Agreement and shall continue until the final pay-off of the last Mortgage
Loan purchased hereunder remaining outstanding.

II.      Client shall do all acts necessary to perfect title to each Mortgage
         sold hereunder, and shall sell, assign, and deliver to Buyer with
         respect to the purchase of each such Mortgage, the following documents,
         all subject to the approval of Buyer as to proper form and execution:

         A.       The original Mortgage Note properly and satisfactorily
                  endorsed in blank by Client to Buyer.

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<PAGE>

         B.       A photocopy of the Mortgage Deed, together with the original
                  of a transfer and assignment in blank of such Mortgage Deed in
                  recordable form, accompanied by those documents and
                  instruments necessary to record and perfect ownership.

         C.       Mortgagee title insurance commitment and policy satisfying the
                  requirements of Section I.H. hereof, with any and all
                  exceptions set forth therein being subject to the approval of
                  Buyer, and a satisfactory assignment or endorsement of such
                  commitment or policy in the event a mortgage assignment is
                  being placed on record.

         D.       Copy of a survey of the Mortgaged Property identifying such
                  property by address and legal description.

         E.       Copies of hazard insurance policies meeting the requirements
                  set forth in Section I.U. hereof.

         F.       If the Mortgage is a V.A. Mortgage: The Certificate of
                  Reasonable Value, the V.A. Commitment to Guarantee, or the
                  V.A. Loan Guaranty Certificate, and the V.A. Certification of
                  Loan Disbursement, or the future substantial equivalents of
                  the same.

         G.       If the Mortgage is an F.H.A. Mortgage: F.H.A. Commitment to
                  Insure or Insurance Certificate, or the future substantial
                  equivalents of the same.

         H.       A complete copy of the loan application package for each
                  Mortgage meeting normal current market/investor conditions
                  together with all disclosure statements and all settlement
                  statements executed in connection with the Mortgage
                  transaction.

         I.       Copy of an appraisal of the real estate securing each Mortgage
                  Note, which appraisal shall meet requirements established by
                  the Federal Deposit Insurance Corporation, the office of
                  Thrift Supervision, the Department of Banking and Finance of
                  the State in which subject real property is located.

         J.       Insured closing letter issued by an ALTA company insuring the
                  attorney(s) selected and approved in accordance with Section
                  I.T.  hereof.

         K.       Copy of Mortgage payment notification or transfer of
                  servicing.

         L.       Any other document required by Buyer.

The documents identified in Schedule A, Funding Request Documents, shall be
delivered to Buyer for review and approval by Client not less Than forty eight
(48) hours prior to the anticipated date of funding disbursement of the Mortgage
Loan to which such documents pertain. The documents identified in Schedule A,
Closing Documents, shall be delivered to Buyer within two (2) business day(s)
after closing of the Mortgage Loan by the closing agent.

III.     Advances

         All Mortgage Loans shall be secured by 1-4 family residential real
property, subject to terms specified by Section I. above. These Mortgage Loans


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shall be rated as "A", "B", "C" or "D", consistent with traditional standards
imposed by Third Party Investors, relevant to rating agencies and insurers for
classification as "A", "B", "C" or "D" Mortgage Loans. Loans will be accepted
either as "Flow" (defined as individual loans to be sold separately) or "Pool"
(defined as several loans to be sold together). All Mortgage Loans accepted by
Buyer will be funded at the percentage as defined in Schedule A., Funding
Percentages, of the Collateral Value-defined above, subject to the following:

         A.       All "A" Mortgage Loans must have a purchase commitment from a
                  Third Party Investor.

         B.       Mortgage Loans rated as "B", "C" or "D" with a purchase
                  commitment from a Third Party Investor or Underwriter/officer
                  employed by Client and delegated by Investor shall have no
                  additional constraints unless otherwise stated in Schedule "A"
                  of this Agreement.

IV.      The procedures for the handling and funding of each Mortgage shall be
         as follows:

         A.       Upon the funding of each Mortgage by Buyer, as described in
                  Section III above, Buyer shall retain a fee as defined in
                  Schedule A, Fees and Charges or such other amount as may
                  hereafter be agreed upon in writing by Buyer and Client (the
                  "Handling Fee"). From and after the date of such funding
                  through the date the appropriate Third Party Investor delivers
                  all funds to Buyer, Client shall pay Buyer interest on the
                  amount so funded by Buyer at a per annum rate as defined in
                  Schedule A, Fees and Charges. Unless otherwise agreed in
                  writing by and between the parties hereto, Client shall pay
                  all accrued interest on the amount so funded on those dates
                  which the respective mortgagor is required, under said
                  mortgagor's loan documents, to pay interest to the holder
                  thereof.

         B.       Buyer shall conduct an independent evaluation of the
                  creditworthiness of the borrower prior to committing to
                  purchase the mortgage note. The note will be purchased at face
                  value by Buyer, and is made in anticipation of Client's
                  commitment to make the loan to the mortgagor. After approval
                  by Buyer and the respective Third Party Investor, if
                  applicable, of each Mortgage submitted for funding, each such
                  Mortgage Loan shall be closed by an attorney at law who is an
                  approved attorney of an American Land Title Association
                  ("ALTA") company, or an authorized and insured Title Company
                  selected by Client and approved by Buyer, which approval shall
                  not be unreasonably withheld or denied, in the name of Client.
                  Subsequent to such approvals being obtained by Client, and
                  after Client provides notice of such closing to Buyer, which
                  notice shall be given no less than forty eight (48) hours
                  prior to such closing, Buyer shall provide closing funds (the
                  "Closing Funds") upon receipt of the documents required under
                  Section II. hereof, as defined in Schedule A, Funds
                  Disbursement.

         C.       At closing and contemporaneously with the funding of each
                  Mortgage hereunder, Client shall endorse the Mortgage Note to
                  Buyer in blank and execute the transfers and assignments in
                  blank described in Section II. hereof.

         D.       Buyer, upon receipt of notice from Client and Client's
                  satisfaction of its obligations under this Agreement, and
                  provided that Client is not in default under the terms of this
                  Agreement or under the terms of any other agreement with
                  Buyer, shall endorse or leave blank each Mortgage Note, to the

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<PAGE>
                  appropriate Third Party Investor. Buyer shall deliver the
                  original Mortgage Note to the Third Party Investor with a
                  Bailee Letter instructing that such investor is to hold such
                  Note and assignment in trust for Buyer until full payment for
                  such Mortgage has been received by Buyer. Buyer reserves the
                  option, at its sole and absolute discretion, to require a
                  master trust agreement from each Third Party Investor whereby
                  such investors agree to hold all Notes, assignments and
                  Mortgage documents presented thereto in trust for Buyer until
                  full payment is made therefor, and Client hereby agrees to
                  assist Buyer in obtaining such trust agreements from such
                  Third Party Investors. Funding by the Third Party Investor
                  which has pre-approved each such Mortgage shall be made to
                  Buyer by wire transfer to an account established by Buyer and
                  described to Third Party Investor in above described Bailee
                  Letter, at the time the Third Party Investor purchases each
                  such Mortgage. Upon receipt of funds, and the satisfaction of
                  all Client's obligations to Buyer, Buyer shall remit any
                  surplus to Client.

V.       Promptly upon demand of Buyer, Client shall repurchase at the
         Repurchase Price (as hereinafter defined), without recourse, any
         Mortgage with respect to which:

         A.       Any representation or warranty of Client contained in this
                  Agreement shall prove at any time to be incorrect in any
                  material respect; or,

         B.       Any contention shall have been raised by mortgagor, or on
                  behalf of mortgagor or a Third Party Investor, that there has
                  been a violation of, or failure to comply with, any federal or
                  state law or regulation which would give rise to a right of a
                  mortgagor to refuse to make further payments under the
                  Mortgage and/or seek a refund of amounts previously paid
                  and/or claim penalty of any kind or nature; or,

         C.       The expiration of forty-eight (48) hours from the date a Wet
                  Settlement Advance was made without receipt of all Collateral
                  Documents relating to such Mortgage Loan, or such Collateral
                  Documents, upon examination by Buyer are found not to be in
                  compliance with the requirements of this Agreement.

         D.       The expiration of ten (1O) Business Days from the date a
                  Collateral Document in connection with such Mortgage Loan was
                  delivered to Client for correction or completion without being
                  resumed to Buyer corrected or completed.

         E.       The expiration of the allowed number of days outstanding as
                  described in Schedule A, Loan Term.

         F.       The expiration of ten (1O) Business Days from the date a
                  Collateral Document in connection with such Mortgage Loan was
                  delivered to the Third Party Investor for purchase without the
                  purchase money received by Buyer, or the Collateral Document
                  returned to Buyer with all appropriate endorsement and
                  assignment corrections.

VI.      Client agrees to fulfill its obligation to repurchase any Mortgage Loan
         described above in Section V. hereof by paying to Buyer the Repurchase
         Price, which shall equal the total principal of the Mortgage Note less
         any pay down credits toward mortgage loan to Buyer, including earned
         interest and fees as described in Schedule A, Fees and Charges, and

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<PAGE>

         other accrued charges, and penalties plus all costs and expenses,
         including without limitation, reasonable attorney's fees and expenses,
         and collection, foreclosure and resale expenses, if any, theretofore
         incurred by Buyer in enforcing its rights in such Mortgage or in
         enforcing its rights pursuant to this Agreement ("Repurchase Price").
         Buyer's prior knowledge of any relevant fact, prior to or at the time
         of purchase of the Mortgage, or at any time thereafter, or any delay by
         Buyer in making demand hereunder, shall not constitute a waiver of
         Buyer's rights hereunder.

VII.     Upon receipt of the Repurchase Price from Client pursuant to Section
         VI. hereof, Buyer shall transfer to Client the Mortgage and Buyer's
         right, title and interest in the Mortgaged Property by separate written
         endorsements and assignments, which shall be without recourse to Client
         and without any representations or warranties, expressed or implied.
         Until such time as Buyer has received such payment in full, Buyer may
         continue to liquidate the Mortgage, and Client shall remain liable for
         any deficiency, including all of Buyer's expenses.

VIII.    Client agrees, as trustee for Buyer and without compensation by Buyer,
         to service all Mortgages and to use its best efforts to effect
         collection of all amounts payable thereunder as they become due. Upon
         demand by Buyer, Client shall notify each Mortgagor of the transfer and
         assignment to Buyer of the Mortgage under which he is obligated,
         including in such notice instructions that the Mortgagor shall make all
         payments on the Mortgage to Client as trustee for Buyer until further
         notice, or directly to Buyer, as Buyer shall direct. In the event
         Client so notifies any Mortgagor of the transfer and assignment to
         Buyer of the Mortgage under which he is obligated, upon request by
         Client, Buyer shall notify any such Mortgagor of any reassignment of
         such Mortgage to Client made pursuant to the terms of this Agreement by
         Buyer.

IX.      The following shall constitute events of default hereunder:

         A.       If Client should violate or breach, or should fail fully and
                  completely to observe, perform, satisfy or comply with, any of
                  the terms, covenants or conditions set forth in this Agreement
                  or in any other instrument, document, agreement, letter other
                  writing now or hereafter evidencing or securing, or
                  heretofore, concurrently herewith or in the future executed by
                  Client in favor of Buyer in connection with any transaction
                  consummated hereunder.

         B.       If any certificate, representation or warranty, or any
                  statement or other writing made herein or furnished to Buyer
                  by or on behalf of Client in connection with this Agreement or
                  any transaction consummated hereunder should be false, untrue,
                  incomplete or misleading in any respect as of the date made.

         C.       If Client becomes insolvent as defined in the Georgia Uniform
                  Commercial Code or makes an assignment for the benefit of
                  creditors; or if any action is brought by Client seeking its
                  dissolution or liquidation of its assets or seeking the
                  appointment of a trustee, interim trustee, receiver or other
                  custodian for any of its property; or if Client commences a
                  voluntary case under the Federal Bankruptcy Code; or if any
                  reorganization or arrangement proceeding is instituted by
                  Client for the settlement, readjustment, composition or
                  extension of any of its debts upon any terms; or if any action
                  for similar relief is commenced alleging that Client is
                  insolvent or unable to pay its debts as they mature; or if any
                  action is brought against Client seeking its dissolution or
                  liquidation of any of its assets, or seeking the appointment
                  of a trustee, interim trustee, receiver or other custodian for
                  any of its property, and such action is consented to or
                  acquiesced in by Client and is not dismissed within thirty

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<PAGE>
                  (30) days after the date upon which it was instituted; or if
                  any proceeding under the Federal Bankruptcy Code is instituted
                  against Client and (i) order for relief is entered in such
                  proceeding or (ii) such proceeding is consented to or
                  acquiesced in by Client is not dismissed within thirty (30)
                  days after the date upon which it was instituted; or if any
                  reorganization or arrangement proceeding is instituted against
                  Client for the settlement, readjustment, composition or
                  extension of any of its debts upon any terms, and such
                  proceeding is consented to or acquiesced in by Client and is
                  not dismissed within thirty (30) days after the date upon
                  which it was instituted; or if any action or petition is
                  other-wise brought against Client seeking similar relief or
                  alleging that it is insolvent, unable to pay its debts as they
                  mature or generally not paying its debts as they become due,
                  and such action or petition is consented to or acquiesced in
                  by Client or is not dismissed within thirty (30) days after
                  the date upon which it was brought.

         D.       If any judgment should be rendered against Client and such
                  judgement should not be paid in full and satisfied, or
                  appealed from within the time allowed for appeals and be paid
                  in full and satisfied whets it becomes final

         E.       Should Client be liquidated or dissolved or its articles of
                  incorporation expire or be revoked.

         F.       Should Client default under any other agreement or other
                  document entered into with Buyer.

         G.       Should Client default under any other agreement with any
                  person or company and such default by Client results in any
                  acceleration of the debt evidenced thereby. Upon the
                  occurrence of any event of default hereunder, Buyer may
                  exercise all rights and remedies contained in this Agreement
                  or in any other instrument, document, agreement or other
                  writing executed in connection with this Agreement or any
                  transaction consummated hereunder, or otherwise available to
                  it in law or in equity.

X.       Buyer may, by notice to Client by return receipt to Great Eastern
         Funding, LLC., terminate this Agreement as to Mortgages being purchased
         if:

         A.       Client shall be in default hereunder as described in Section
                  IX. above; or,

         B.       Client assigns or attempts to assign its rights and
                  obligations hereunder, without written consent of Buyer; or,

         C.       Buyer, in its sole discretion, determines that because of
                  regulatory considerations, due to business practices of
                  Client, or for any other reason. that it is in the Buyer's
                  best interest to terminate this Agreement.

XI.      Buyer may, at its option, suspend the Commitment from further use by
         Client, if, at any time any of the terms of this Agreement are
         violated, or if Buyer, in its sole discretion, determines that it is in
         the Buyer's best interest to suspend the Commitment. In addition, the
         following penalties may apply:

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<PAGE>

         61st Day                   The Handling Fee, as stated in the
                                    attached Schedule A, will be paid, in full,
                                    by Client. Buyer may request a written
                                    explanation from the Third Party Investor,
                                    as to why the loan has not been purchased.

         76th Day                   Interest rate, as described in Schedule A,
                                    Fees and Charges, shall be adjusted to a per
                                    annum rate equal to five (5%) percentage
                                    points over Prime, plus an additional
                                    handling fee of $250 per loan will be paid,
                                    in full, by Client.

         91st Day                   Buyer may request a Purchase Commitment
                                    Letter, clear of all slips and conditions,
                                    unless otherwise agreed to in writing by
                                    Buyer, from the appropriate Third Party
                                    Investor. An additional handling fee equal
                                    to the original handling fee as stated in
                                    Fees and Charges in the attached Schedule A
                                    of this Agreement will be charged. In
                                    addition, Client shall make prepayments of
                                    the principal in an amount equal to five
                                    percent (5%) of the original principal
                                    advanced for such Mortgage Loan, and all
                                    accrued interest will immediately be paid by
                                    Client to Buyer.

         Unless otherwise agreed to in writing by and between the parties
         hereto, on the ninety-first (91st) day after the original disbursement
         of any Mortgage by Buyer and at the end of each thirty (30) day period
         thereafter until such Mortgage has been purchased by a Third Party
         Investor or repurchased by Client from Buyer in accordance with this
         Agreement, Client shall pay to Buyer, in addition to all accrued
         interest on the amount so funded by Buyer, such additional Handling Fee
         and principal prepayments as specified above. Buyer may also invoke the
         right to sell the loan to any Investor as to recover any funds and
         costs associated with the loan transaction at any time during which the
         loan exceeds the allowed number of days outstanding on the line, as
         stated in Loan Term in the attached Schedule A of this Agreement.

XII.     Client agrees to indemnify and hold Buyer harmless from, and on demand
         by Buyer, pay Buyer for, any damages, losses, costs and expenses
         resulting from any and all actions, suits, proceedings, demands,
         assessments, judgments, or claims, including reasonable legal and other
         expenses actually incurred and paid incident to any claim by any third
         party or parties in connection with Mortgages purchased by the Buyer
         hereunder, including, without limitation, (i) any claim for taxes
         (other than income taxes payable by Buyer), by any state of the United
         States, territory or political subdivision thereof or (ii) any claim
         arising out of the noncompliance of any Mortgage with all applicable
         laws, rules and regulations and any governmental authority, including,
         but not limited to, usury laws, Regulation Z of the Board of Governors
         of the Federal Reserve System and any similar state statute or
         regulation, the Real Estate Settlement Procedures Act of 1974, as
         amended (and Regulation X promulgated thereunder), and any other
         federal or state consumer protection act, rule or regulation.

XIII.    This Agreement may be terminated as to the future acceptance of
         Mortgages by either party at any time upon giving thirty (30) days
         written notice of termination to the other party, and such termination
         shall not in any respect change or modify the obligation of Client with
         respect to the Mortgages already purchased hereunder.

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<PAGE>

XIV.     This Agreement shall be liberally, not restrictively, construed so as
         to give the greatest latitude to Buyer.

XV.      This Agreement shall be construed in accordance with the laws of the
         State of Georgia except that the provisions of this Agreement with
         respect to remedies regarding the Mortgages are intended to comply with
         the laws of the jurisdiction where such Mortgages are recorded, and any
         provisions hereof, or of the Mortgages, not so complying shall be
         deemed to be modified accordingly in the manner and to the extent which
         shall best effect the intentions and purposes reflected in and
         contemplated by this Agreement. The validity or enforceability of any
         provision or provisions of the Mortgages or this Agreement shall not
         affect the validity or enforceability of any other provision thereof or
         hereof.

XVI.     This Agreement shall bind and benefit the respective successors and
         assigns of Client and Buyer. No other person or entity is intended to
         be benefited hereby. Notwithstanding the foregoing, Client shall have
         no power or right to assign this Agreement or any of its rights or
         obligations hereunder and any attempt to do so, without the prior
         written consent of Buyer, shall be voidable by Buyer at its option.

XVII.    Buyer's omission or delay in the exercise of any of its optional or
         absolute rights to remedy under this Agreement shall not constitute a
         waiver by Buyer, nor operate to bar Buyer from the exercise of any such
         rights. Any waiver by Buyer and any default shall not operate as a
         waiver of any other subsequent default. All rights and remedies
         provided to Buyer herein are not exclusive of any other remedies at law
         or equity, are cumulative and not alternative, and may be exercised by
         Buyer simultaneously or in such order as Buyer deems to be in its best
         interest.

XVIII.   Client hereby irrevocably appoints Buyer as its attorney in fact, with
         all power of substitution, for and on behalf and in the name of Client
         to take any or all of the following actions in the event Client shall
         fail or refuse to no so; to endorse and deliver to Buyer or any other
         person any checks, instruments or other papers coming into Buyer's
         possession representing payments made on Mortgages or in respect of the
         Mortgages; to prepare, complete, execute and deliver and recover in the
         name of Client an assignment of any Mortgage Deed to Buyer or to any
         other person; to endorse ahead deliver in the name of Client any
         Mortgage Note; to do every other thing necessary or desirable to effect
         transfer of a Mortgage to Buyer or to any other person; to take all
         necessary and appropriate action in the name of Client with respect to
         Mortgage Loans and the servicing of Mortgages, to commence, prosecute,
         settle, discontinue, defend, or otherwise dispose of any claim relating
         to any Mortgage or Third Party Investor commitment; and to sign
         Client's name whenever appropriate to effect the performance of this
         Agreement. This Section shall be liberally, not restrictively,
         construed so as to give the greatest latitude to Buyer's power, as
         attorney, to collect, sell, and deliver Mortgages and all documents
         relating thereto.

XIX.     This document contains the entire agreement between the parties hereto
         and cannot be modified in any respect except by an amendment in writing
         signed by both parties.


         IN WITNESS WHEREOF, each party has caused its corporate seal to be
affixed hereto and this instrument to be signed in its corporate name on its
behalf by its proper officials duly authorized.

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<PAGE>

         This ______28th_________ day of MAY, 1999.


CLIENT:  WESTMARK MORTGAGE CORPORATION


By:      ______________________________________

Its:     PAYTON STORY, III PRESIDENT

Attest:  ______________________________________
By:
Its:     BETH MCKEON, VICE PRESIDENT

BUYER:   GREAT EASTERN FUNDING, L.L.C.


By:      ______________________________________

Its:     ______________________________________

Attest:  ______________________________________

By:      ______________________________________

Its:     ______________________________________


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