MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT



                         Dated as of December 20, 1999



                                    Between



                       CRESCENT MORTGAGE SERVICES, INC.,



                                 as Borrower,



                                      And



                                COLONIAL BANK,



                                   as Lender



________________________________________________________________________________

<PAGE>



                MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT



     THIS MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT is made and dated as of

December 20, 1999, by and between COLONIAL BANK, an Alabama banking corporation

("Lender"), and CRESCENT MORTGAGE SERVICES. INC., a Georgia corporation

("Borrower"). Capitalized terms not otherwise defined herein are defined in

Article I.



                                   RECITALS

                                   --------



     A. Borrower originates, acquires, markets, services and sells Mortgage

Loans.



     B. Borrower has requested a Line of Credit from Lender on a revolving basis

in the maximum aggregate amount of $35,000,000.00 and Lender has agreed, up to

the Commitment, to make such Line of Credit available to Borrower upon the terms

and conditions set forth herein.



     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 1  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.



          "Adjusted Leverage Ratio" shall mean (x) Total Liabilities minus that

           -----------------------                                   -----

portion of Total Liabilities which as of the date of determination are owed by

Borrower under gestation credit facilities fully secured by mortgage-backed

securities or pools of residential mortgage loans owned by Borrower which have

received their initial certification from the appropriate certifying custodian

for a mortgage-backed security or an "assignment of trade" (y) divided by

                                                               ----------

Tangible Net Worth.



          "Adjusted Tangible Net Worth" shall mean as of the date of

           ---------------------------

determination Tangible Net Worth plus the Servicing Rights Value.



          "Administrative Account" shall mean Account No. ____________________

           ----------------------

maintained in the name of Borrower with Lender at the office of Lender located

at 201 East Pine Street, Orlando, Florida 32801 into which, (i) if Borrower has

requested Lender to release a Mortgage Loan pursuant to Section 4.4(b) or ?

prior to clearance and payment of the closing check which funded such Mortgage

Loan, the proceeds of the Advance related to such



                                       1

<PAGE>



Mortgage Loan may be deposited upon disbursement by Lender, or (ii) if the

closing check which funded a Mortgage Loan has been returned for endorsement (or

for any other reason), the funds initially transferred from the Master Advance

Account to the Controlled Disbursement Account to pay such check may be re-

transferred by Lender until said check is again presented for payment, or such

other account(s) as Lender and Borrower shall designate for such purpose(s). The

Administrative Account shall be a "blocked account" under Lender's sole control

and Borrower shall not have access to monies on deposit therein until re-

transfer from time to time of such monies to the Controlled Disbursement Account

in accordance with the provisions hereof.



          "Advance" shall mean a Sublimit A Advance, a Sublimit B Advance, a

           -------

Sublimit C Advance, or a Sublimit D Advance, as applicable, in each case

pursuant to an Advance Request.



          "Advance Date" shall mean the Effective Date and any date on which

           ------------

Lender makes an Advance at Borrower's request pursuant to Section 2.2.



          "Advance Period" shall mean the period commencing on the Effective

           --------------

Date and ending on the earliest occurrence of (i) an Event of Default (provided

that the Advance Period shall re-commence upon the cure or waiver of such Event

of Default), (ii) the Maturity Date, or (iii) the date, if any, on which

Borrower terminates the Commitment pursuant to Section 2.6.



          "Advance Rate Amount" shall mean (i) with respect to any Eligible

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