<SEQUENCE>4

<FILENAME>amendedpromissorynote.txt

<DESCRIPTION>EXHIBIT 10.12.2

<TEXT>

                               AMENDED & RESTATED

                            REVOLVING PROMISSORY NOTE





$175,000,000.00                           Originally Effective December 31, 2000

                                    Amended & Restated Effective January 1, 2001

                                                      Greenville, South Carolina



         This Amended & Restated Revolving Promissory Note (this "Note") amends,

restates and replaces in its entirety  that certain  Revolving  Promissory  Note

dated  December  31, 2000 in the  principal  amount of One  Hundred  Twenty Five

Million  Dollars  ($125,000,000.00)  (the  "Original  Note")  issued by HomeGold

Financial, Inc. to Carolina Investors, Inc.



         For value received,  the undersigned HOMEGOLD FINANCIAL,  INC., a South

Carolina  corporation (the  "Borrower"),  hereby promises to pay to the order of

CAROLINA  INVESTORS,  INC., a South Carolina  corporation (the "Lender") (i) the

principal amount of One Hundred Seventy Five Million Dollars  ($175,000,000.00),

or if less, an amount equal to the aggregate  unpaid  principal  amount of loans

made from time to time by the Lender to the  Borrower,  and (ii) interest on the

unpaid  principal  amount of this Note from the date hereof,  payable monthly in

arrears based on the average principal amount  outstanding during such month, no

later than the 15th day of the following  month until this Note is paid in full,

at a per annum rate equal to the weighted  average coupon on all of the Lender's

Notes and Debentures  issued by Lender to Investors and  outstanding  during the

month to which such interest  applies plus three  percent.  Notwithstanding  any

other  provision of this Note,  interest paid or becoming due hereunder shall in

no event exceed the maximum rate permitted by applicable  law.  Interest will be

calculated on a daily basis computed on the actual number of days elapsed over a

year of three hundred  sixty-five  (365) days.  This Note shall mature,  and all

outstanding amounts hereunder shall be due and payable, on December 31, 2005.



         This Note amends,  restates and replaces collectively in their entirety

(1) that certain Subordinated  Intercompany Promissory Note & Security Agreement

dated December 28, 1998 in the original  principal  amount of $10,000,000 by and

between HomeGold,  Inc., as borrower,  and Lender, (2) that certain Subordinated

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