[GRAPHIC]
                                                            Financial Innovators
                                                              Rediscount Finance

                        SCHEDULE TO
                SECOND AMENDED AND RESTATED
                LOAN AND SECURITY AGREEMENT


BORROWER:       THE THAXTON GROUP, INC.
                THAXTON OPERATING COMPANY
                THAXTON INSURANCE GROUP, INC.
                TICO CREDIT COMPANY, INC.
                EAGLE PREMIUM FINANCE CO, INC.
                THAXTON COMMERCIAL LENDING, INC.
                PARAGON LENDING, INC.



ADDRESS:        1524 PAGELAND HIGHWAY
                LANCASTER, SOUTH CAROLINA 29721

DATE:           AUGUST 30, 1999

         This Schedule to Second Amended and Restated Loan and Security
Agreement ("Schedule") is executed in conjunction with a certain Second Amended
and Restated Loan and Security Agreement ("Agreement"), dated of even date
herewith, by and between FINOVA Capital Corporation, as Lender, and the above
Borrowers. All references to Section numbers herein refer to Sections in the
Agreement. The terms and provisions of this Schedule shall supersede all terms
and provisions contained in all prior schedules.

         CFT Financial Corp. and Thaxton  Securities Corp. have been deleted as
Borrowers  hereunder pursuant to the Agreement, this Schedule and the other Loan
Document.

================================================================================

1.A      BORROWERS

           The "Borrower(s)" herein shall be defined as follows:

                    The Thaxton Group, Inc.            "TTG" or "Lead Borrower"
                    Thaxton Operating Company          "TOC"
                    Thaxton Insurance Group, Inc.      "TIG"
                    TICO Credit Company, Inc.          "TICO"
                    Eagle Premium Finance Co, Inc.     "EPF"
                    Thaxton Commercial Lending, Inc.   "TCL"
                    Paragon Lending, Inc.              "PLI"





                                      -1-

================================================================================

1.17.A.  MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1.17).

                           The term "Maximum Amount of an Eligible Receivable"
                           shall mean for each Receivable type as set forth
                           below:

                           CONSUMER LOAN RECEIVABLE NOT SECURED BY REAL ESTATE
                           AND INSURANCE PREMIUM RECEIVABLE - the sum of Thirty
                           Thousand Dollars ($30,000.00) remaining due thereon
                           at any date of determination, including all unearned
                           finance charges, Bulk Purchase Reserves and Dealer
                           Discounts pursuant to such Receivable.

                           CONSUMER LOAN RECEIVABLES SECURED BY REAL ESTATE -
                           the sum of Seventy Five Thousand Dollars
                           ($75,000.00)remaining due thereon at any date of
                           determination, including all unearned finance
                           charges, Bulk Purchase Reserves and Dealer Discounts
                           pursuant to such Receivable.

                           NON-CONSUMER RECEIVABLES - the sum of Five Hundred
                           Thousand Dollars ($500,000.00), other than a vehicle
                           floor plan loan, remaining due thereon at any date of
                           determination and Two Hundred Thousand Dollars
                           ($200,000.00), with respect to a vehicle floor plan
                           loan, remaining due thereon at any date of
                           determination, excluding all unearned finance
                           charges, Bulk Purchase Reserves and Dealer Discounts
                           pursuant to such Receivable.

================================================================================

1.17.B.  MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1.17).

                           The "Maximum Term of an Eligible Receivable" shall be
                           for each Receivable type as set forth below:

                           CONSUMER LOAN RECEIVABLES NOT SECURED BY REAL ESTATE
                           AND INSURANCE PREMIUM RECEIVABLES, - a period of
                           sixty (60) months remaining until the contractual
                           final due date

                           CONSUMER LOAN RECEIVABLES SECURED BY REAL ESTATE - a
                           period of One Hundred and Eighty (180) months
                           remaining until the contractual final due date

================================================================================

1.17.D.  AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1.17).

AGING PROCEDURES FOR A CONTRACTUAL AGING FOR THE FOLLOWING RECEIVABLE TYPES:
- - - ----------------------------------------------------------------------------

CONSUMER LOAN RECEIVABLES (OTHER THAN VEHICLE RECEIVABLES)
- - - ----------------------------------------------------------

1.       No payment missed or due           =  Current.

2.       1 to 30 days past due              = "30 day Account".

3.       31 to 60 days past due             = "60 day Account".

4.       61 to 90 days past due             = "90 day Account".

5.       91 or more days past due           = "90 + day Account"


                                      -2-



INSURANCE PREMIUM RECEIVABLES
- - - -----------------------------

1.       No payment missed or due           = Current.

2.       1 to 30 days past due              = "30 day NC Account".
         (Financing contract not canceled)

3.       31 or more days past due           = "30+ day NC Account".
         (Financing contract not canceled)

4.       1 to 30 days past due              = "30 day Canceled Account".
         (Financing contract canceled)

5.       31 to 60 days past due             = "60 day Canceled Account".
         (Finance contract canceled)

6.       61 or more days past due           = "60 + day Canceled Account".
         (Finance contract canceled)

         For the purposes of the Loan Documents the cancellation of an insurance
receivable shall be immediately effective upon the effective cancellation date
of the associated insurance policy.


VEHICLE RECEIVABLES AND NON-CONSUMER RECEIVABLES
- - - ------------------------------------------------

1.       No payment missed or due           = Current.

2.       1 to 30 days past due              = "30 day Account".

3.       31 to 60 days past due             = "60 day Account".

4.       61 or more days past due           = "60 + day Account".


ELIGIBILITY TEST:
- - - -----------------

The term "Eligibility Test" shall mean the test to determine the eligibility of
a Receivable for the purposes of Section 1.17 hereof, that test, being as
follows for each Receivable type:

         Direct Loan Receivables

                  (1)      No payment due on said Receivable remains unpaid more
                           than ninety (90) days from the specific date on which
                           such payment was due pursuant to the terms of said
                           Receivable;

                  (2)      If the initial advance of said Receivable was greater
                           than One Thousand Dollars ($1,000.00), the payment of
                           said Receivable shall be secured by collateral;

                  (3)      If said Receivable is purchased from a third party
                           wherein the Borrower is or will become obligated to
                           such third party in conjunction with the purchase of
                           such Receivable through a "reserve" or other
                           liability arrangement, all of such third party's
                           rights in and to the "reserve" or other liability
                           shall be subordinated to Lender in all respects,
                           except as set forth below, in a form and substance
                           satisfactory to Lender. This provision shall not
                           restrict Borrower from making a payment to a third
                           party for a reserve or other liability arrangement,
                           or a part thereof, provided such payment is then
                           contractually due to such third party, pursuant to a
                           written agreement executed at or prior to the time
                           the respective Receivable was purchased by Borrower,
                           and an Event of Default does not then exist; and



                                      -3-

                  (4)      With respect to Consumer Loan Receivables secured by
                           real estate, on the date of origination of such
                           Receivable, the percentage determined by dividing the
                           outstanding principal balance of such Receivable by
                           the fair market value of the real estate collateral
                           securing such Receivable shall not exceed ninety
                           percent (90%) ("Maximum LTV").

         INSURANCE PREMIUM RECEIVABLES

                  (1)      No payment due on said Receivable remains unpaid more
                           than (i) thirty (30) days for that Insurance Premium
                           Receivable that the contractual obligation evidencing
                           such Receivable has not been canceled according to
                           the terms of such Receivable and (ii) sixty (60) days
                           for Insurance Premium Receivable that the contractual
                           obligation evidencing such Receivable has been
                           canceled according to the terms of such Receivable,
                           from the specific date on which such payment was due
                           pursuant to the terms of said Receivable.

                  (2)      The insurance company issuing the insurance policy of
                           which said Receivable evidences the financing of the
                           payment of the premiums with respect to such
                           insurance policy meets one of the following criteria:

                           (i)    rated "C+" or better pursuant to the current
                                  edition of "Best's Key Rating Guide - Property
                                  and Casualty" as published by the A.M. Best
                                  Company ("A.M. Best"); or

                           (ii)   a member of a state reinsurance facility or
                                  shared pool.

                  (3)      No more than twenty percent (20%) of the aggregate
                           outstanding balance of all Category Two Receivables
                           can evidence the financing of the payment of premiums
                           for insurance policies for any one insurance company
                           that is not one of the following:

                           (1)    rated "A-" or better by A.M. Best; or

                           (2)    a member of a state insurance facility or
                                  shared pool.

         VEHICLE RECEIVABLES

                  (1)      No payment due on said Receivable remains unpaid more
                           than sixty (60) days from the specific date on which
                           such payment was due pursuant to the terms of said
                           Receivable.

                  (2)      If said Receivable is purchased from a third party
                           wherein the Borrower is or will become obligated to
                           such third party in conjunction with the purchase of
                           such Receivable through a "reserve" or other
                           liability arrangement, all of such third party's
                           rights in and to the "reserve" or other liability
                           shall be subordinated to Lender in all respects,
                           except as set forth below, in a form and substance
                           satisfactory to Lender. This provision shall not
                           restrict Borrower from making a payment or payments
                           to a third party for a reserve or other liability
                           arrangement, or a part thereof, provided such payment
                           is then contractually due to such third party,
                           pursuant to a written agreement executed at or prior
                           to the time the respective Receivable was purchased
                           by Borrower, and an Event of Default does not then
                           exist.

         NON-CONSUMER RECEIVABLES

                           No payment due on said Receivable remains unpaid more
                           than sixty (60) days from the specific date on which
                           such payment was due pursuant to the terms of said
                           Receivable.

         MORTGAGE WAREHOUSE RECEIVABLES

                           Such Receivable shall only be eligible hereunder
                           before the ninety-first (91st) day after the
                           origination date of such Receivable. Notwithstanding
                           the foregoing to the contrary, on any date of
                           determination, up to ten percent (10%) of the
                           aggregate outstanding balance of Mortgage Warehouse
                           Receivables may exceed ninety (90) days from the
                           origination date of such Receivable, but not more
                           than twelve (12) months from the date of origination,
                           provided that no payment due on said Receivable
                           remains unpaid more than sixty (60) days from the
                           specific date on which such


                                      -4-



                           payment was due pursuant to the terms of said
                           Receivable and such Receivable is otherwise eligible
                           hereunder.

================================================================================

1.19. GUARANTOR (WHETHER ONE OR MORE) (SECTION 1.19).

                           James D. Thaxton (Validity and Support Agreement).

================================================================================

2.1.A.   AMOUNT OF REVOLVING CREDIT LINE AND AMOUNT OF THE TRANCHE "C"
CREDIT FACILITY

                           The "Amount of the Revolving Credit Line" is One
                           Hundred Million Dollars ($100,000,000.00).

                           The "Amount of the Tranche "C" Credit Facility" is
                           Eight Million Dollars ($8,000,000.00)

================================================================================


2..1.B.  AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1):

            The "Availability on Tranche "A" and Tranche "B" Eligible
            Receivables" shall be the sum of the following:

                   (i)   with respect to the Tranche "A" Credit Facility, an
                         amount equal to the result of:

                         (a) eighty-five percent (85%) of the aggregate
                         unmatured and unpaid amount due to Borrower from the
                         Account Debtor named thereon, excluding all unearned
                         finance charges, Bulk Purchase Reserves and Dealer
                         Discounts pursuant to the Consumer Loan Receivables
                         other than Captive Vehicle Receivables,

                         Plus

                         (b) eighty-five percent (85%) of the aggregate
                         unmatured and unpaid amount due to Borrower from the
                         Account Debtor named thereon, excluding all unearned
                         finance charges, Bulk Purchase Reserves and Dealer
                         Discounts pursuant to the Non-Consumer Loan
                         Receivables,

                         Plus

                         (c) the lesser of (1) fifty percent (50%) of the
                         aggregate unmatured and unpaid amount due to Borrower
                         from the Account Debtor named thereon, including all
                         unearned finance charges and other unearned fees and
                         charges and Dealer Discounts pursuant to the Captive
                         Vehicle Receivables, and (2) one hundred percent (100%)
                         of the aggregate of the original cost paid by
                         Borrower's affiliate to acquire the vehicles that
                         secures such Receivables,

                         Plus

                         (d) the lesser of (1) eighty-five percent (85%) of the
                         aggregate Net Commission Income billed by Borrower in
                         the twelve (12) calendar months immediately preceding
                         any date of determination, and (2) seventy percent
                         (70%) of the annual academy survey average agency
                         market value of TIG;


                                      -5-


                         Plus

                         (e) ninety-five percent (95%) of the aggregate
                         unmatured and unpaid amount due to Borrower form the
                         Account named thereon, excluding all unearned finance
                         charges and other unearned fees and charges pursuant to
                         Mortgage Warehouse Receivables,

                         Less

                         The outstanding balance of the Tranche "C" Credit
                         Facility, on the date of determination.

                   (ii)  with respect to the Tranche "B" Credit Facility, an
                         amount equal to the lesser of

                         (a) (1) if the date of determination is on or before
                         January 31, 2001, ten percent (10%) of the aggregate
                         unmatured and unpaid amount due to Borrower from the
                         Account Debtor named thereon, excluding all unearned
                         finance charges, Bulk Purchase Reserves and Dealer
                         Discounts pursuant to the Consumer Loan Receivables,
                         excluding Captive Vehicle Receivables, (2) if the date
                         of determination is after January 31, 2001, but on or
                         before July 31, 2002, five percent (5%) of the
                         aggregate unmatured and unpaid amount due to Borrower
                         from the Account Debtor named thereon, excluding all
                         unearned finance charges, Bulk Purchase Reserves and
                         Dealer Discounts pursuant to the Consumer Loan
                         Receivables, excluding Captive Vehicle Receivables, and
                         (3) if the date of determination is after July 31,
                         2002, there shall be no Availability on the Tranche "B"
                         Credit Facility; and

                         (b) one hundred percent (100%) of the aggregate
                         unmatured and unpaid amount due to Borrower from the
                         Account Debtor named thereon, including all unearned
                         finance charges, Bulk Purchase Reserves and Dealer
                         Discounts pursuant to the Consumer Loan Receivables,
                         excluding Captive Vehicle Receivables, multiplied by
                         the CRR Advance Rate, less the amount of the
                         Availability for Tranche "A" with respect to all
                         Consumer Loan Receivables, excluding Captive Vehicle
                         Receivables, pursuant to Schedule Section 2.1.B. (i)
                         hereinabove.

  Notwithstanding any provision contained in the Loan Documents to the contrary,

               If on any date of determination, upon the occurrence of any of
               the following events, Lender, in its sole and absolute
               discretion, may modify the Availability on Eligible Receivables
               advance percentages:

                         (A) the percentage determined by dividing the aggregate
                         outstanding balance of all Consumer Loan Receivables by
                         the aggregate outstanding balance of all Receivables is
                         less than fifty percent (50%);

                         (B) the sum of all liabilities and obligations of all
                         Borrowers plus the outstanding balance of the Tranche
                         "C" Facility, on any date of determination, is greater
                         than the aggregate outstanding balance of all Eligible
                         Receivables, including all unearned finance charges and
                         all other unearned fees and charges, on the same date
                         of determination, then in that event, Lender, in its
                         sole and absolute discretion, may modify the
                         Availability on any of the Eligible Receivables;

                         (C) if on any date of determination, the Cash
                         Collection Percentage is less than seven percent (7%);

                         (D) if on any date of determination, the average
                         outstanding balance of Non-Consumer Receivables is
                         greater than Two Hundred Thousand Dollars
                         ($200,000.00); or

                                      -6-


                         (E) if on any date of determination, the average
                         outstanding balance of all Consumer Loan Receivables is
                         greater than Three Thousand Dollars ($3,000.00)

================================================================================

2.2.     STATED INTEREST RATE (SECTION 2.2) AND STATED DIVIDEND RATE
(SECTION 2.21)

                           TRANCHE "A" CREDIT FACILITY STATED INTEREST RATE
                           ------------------------------------------------

                                    The "Tranche "A" Credit Facility Stated
                           Interest Rate" shall be lesser of (i) the Governing
                           Rate plus One and one-quarter percent (1.25%) per
                           annum; or (ii) the Maximum Rate.

                           TRANCHE "B" CREDIT FACILITY STATED INTEREST RATE
                           ------------------------------------------------

                                    The "Tranche "B" Credit Facility Stated
                           Interest Rate" shall be lesser of (i) the Governing
                           Rate plus Five percent (5.00%) per annum; or (ii) the
                           Maximum Rate.

                           TRANCHE "C" CREDIT FACILITY DIVIDEND RATE
                           -----------------------------------------

                                    The "Tranche "C" Credit Facility Dividend
                           Rate" shall be an amount determined as follows:
                           lesser of (i) the Governing Rate, less an amount
                           equal to One percent (1.00%) per annum ; or (ii) the
                           Maximum Rate.

================================================================================

2.3.     MATURITY DATE (SECTION 2.3.C).

                           The primary term of this Agreement shall expire on
                           July 31, 2004. If Borrower desires to extend the
                           primary term or any term thereafter of this
                           Agreement, Borrower shall give Lender notice of its
                           intent to extend the term no earlier than one hundred
                           and eighty (180) days and no later than one hundred
                           and fifty (150) days prior to any expiration date of
                           this Agreement. Upon the receipt by Lender of
                           Borrower's notice to extend the term of this
                           Agreement, if Lender desires to renew and extend the
                           term of this Agreement, Lender shall give Borrower
                           notice of Lender's intent to extend the term of this
                           Agreement, within sixty (60) days of Lender's receipt
                           of Borrower's notice to extend. If Lender does not
                           give Borrower notice of Lender's intent to extend the
                           term of this Agreement within the sixty (60) days
                           period, then it shall be deemed that Lender does not
                           intend to renew and extend the term of this
                           Agreement. Notwithstanding the foregoing, the
                           Borrower's obligation pursuant to this Agreement
                           shall remain in full force and effect until the
                           Indebtedness due and owing to Lender has been paid in
                           full.

================================================================================

2.6.     VOLUNTARY PREPAYMENTS (SECTION 2.6).

                           The amount of "Liquidated Damages" shall be, if
                           Borrower notifies the Lender of Borrower's intention
                           to pay the Indebtedness in full and requests a
                           termination of Borrower security interest in the
                           Collateral hereunder before July 31, 2004, the amount
                           of "Liquidated Damages" shall be the amount of Eight
                           Hundred Thousand Dollars ($800,000.00).

                           Notwithstanding the foregoing, the above Liquidated
                           Damages shall be waived upon the satisfaction of the
                           following conditions:

                                 1   Borrower requests an increase in the Amount
                                     of Revolving Credit Line prior to the
                                     Maturity Date,

                                 2   At the time of such request, the
                                     outstanding balance of the Indebtedness is
                                     equal to or greater than ninety percent
                                     (90%) of the Amount of the Revolving Credit
                                     Line,


                                      -7-


                                 3   At the time of such request and during the
                                     period beginning on the date of such
                                     request and ending on the date Lender
                                     declines such request, a Default or an
                                     Event of Default does not exist or has not
                                     occurred, and

                                 4   Lender declines such request.

================================================================================

2.22.    FACILITY FEE (SECTION 2.22)

                           The monthly facility fee shall be Eleven Thousand Six
                           Hundred Sixty-Six and 66/100 Dollars ($11,666.66).

================================================================================

3.2. BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 AND 5.1.N.).

                           All locations as set forth on a list of locations
                           attached hereto.
================================================================================


5.1.     BORROWER'S TRADENAMES (WHETHER ONE OR MORE)(SECTION 5.1.B.)

                           TICO Credit Company
                           Eagle Premium Finance Company
                           TICO Premium Finance Company

================================================================================

6.2.A. MINIMUM TIG DEBT SERVICE COVERAGE (SECTION 6.2.L.)

                           The Minimum TIG Debt Service Coverage Ratio shall be
                           1.25 to 1.00, to be determined on a calendar quarter
                           basis.

================================================================================

6.2.B.   MINIMUM NET COMMISSION INCOME (SECTION 6.2.M.)

                           The Minimum Net Commission Income shall be Five
                           Million Dollars ($5,000,000.00) for any twelve (12)
                           calendar month period immediately preceding any date
                           of determination.

================================================================================


6.3.A..  LEVERAGE RATIO LIMIT (SECTION 6.3.A).

                           The term "Leverage Ratio Limit" shall mean 7.00 to
                           1.00.

================================================================================


6.3.B.   MINIMUM NET INCOME (SECTION 6.3.B).

                           The Minimum Net Income shall be One Dollar ($1.00)
                           for any fiscal year of Borrower.


                                      -8-


================================================================================


6.3.C.   DISTRIBUTIONS LIMITATION (SECTION 6.3.C).

                           The Maximum Distributions shall not exceed
                           twenty-five percent (25%) of Net Income of the fiscal
                           year of Borrower based upon Borrower's annual audited
                           financial, provided that regularly scheduled
                           dividends on Preferred Stock shall not be a
                           distribution for the purposes of this negative
                           covenant.

================================================================================


6.3.D.   MINIMUM TANGIBLE NET WORTH PLUS SUBORDINATED DEBT (SECTION 6.3.D.).

                           The Minimum Tangible Net Worth plus the outstanding
                           balance of all Subordinated Debt plus the outstanding
                           balance Tranche "B" shall not be less than Ten
                           Million Dollars ($10,000,000.00) during the term
                           hereof.

================================================================================


6.3.E.   MINIMUM TANGIBLE NET WORTH (SECTION 6.3.E.).

                           The Minimum Tangible Net Worth shall not be less than
                           Five Million Dollars ($5,000,000.00) during the term
                           hereof.

================================================================================


6.6.     ANNUAL FINANCIAL STATEMENTS (SECTION 6.6).

                           Annual audited financial statements to be prepared by
                           an independent certified public accountant,
                           satisfactory to Lender.

================================================================================


8.1.     REIMBURSEMENT OF EXPENSES (SECTION 8.1).

                           Borrower's shall reimburse Lender for Lender expenses
                           incurred in Lender's attorneys fees and expenses
                           incurred in the negotiation, preparation and
                           execution of these Loan Documents executed in
                           conjunction therewith.
================================================================================

9.1.     NOTICES (SECTION 9.1).

                           Lender:     FINOVA Capital Corporation
                                       (copy each office below with all notices)

                                       CORPORATE FINANCE OFFICE:

                                       FINOVA Capital Corporation
                                       355 South Grand Avenue, Suite 2400
                                       Los Angeles, CA  90071
                                       Attn:  John J. Bonano, Senior Vice
                                       President
                                       Telephone:  (213) 253-1600
                                       Telecopy No.:  (213) 625-0268


                                      -9-


                                       CORPORATE OFFICE:

                                       FINOVA Capital Corporation
                                       1850 N. Central Avenue
                                       Phoenix, AZ  85077
                                       Attn:  Joseph R. D'Amore, Senior Counsel
                                       Telephone:  (602) 207-4900
                                       Telecopy No.:  (602) 207-5543

                                       REDISCOUNT FINANCE OFFICE:

                                       FINOVA Capital Corporation
                                       16633 Dallas Parkway
                                       Addison, Texas 75001
                                       Attn: Cash Rohrbough
                                       Telephone: (972) 764-1100
                                       Telecopy No.:  (972) 764-1149

                           Borrower:   The Thaxton Group, Inc.
                                       Thaxton Operating Company
                                       Thaxton Insurance Group, Inc.
                                       TICO Credit Company, Inc.
                                       Eagle Premium Finance, C., Inc.
                                       Thaxton Commercial Lending, Inc.
                                       Paragon Lending, inc.
                                       1524 Pageland Highway
                                       Lancaster, South Carolina 29721
                                       Telephone: (803) 285-4336
                                       Telecopy No.: (803) 286-5770

                           Guarantor: James D. Thaxton
                                       413 E. Pigg
                                       Pageant, South Carolina 29728
                                       Telephone: (803) 416-5110
                                       Telecopy No.: (803) 286-5770

================================================================================


9.15.    AGENT FOR SERVICE OF PROCESS (SECTION 9.15).

                  James D. Thaxton, whose address is 1524 Pageland Highway,
                  Lancaster, South Carolina 29721.
                       (Agent)

================================================================================


     IN WITNESS WHEREOF, the parties have executed this Schedule on the day and
year first set forth above.

                           LENDER:

                           FINOVA CAPITAL CORPORATION,
                           a Delaware corporation



                           By:/s/Cash Rohrbough                         8/31/99
                              --------------------------------------------------
                               Cash Rohrbough, Vice President            (Date)

                           BORROWER:


                                      -10-


                               THE THAXTON GROUP, INC.
                               a South Carolina corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)


                               THAXTON OPERATING COMPANY
                               a South Carolina corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)



                               THAXTON INSURANCE GROUP, INC.
                               a South Carolina corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)



                               TICO CREDIT COMPANY, INC.,
                               a South Carolina corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)



                               EAGLE PREMIUM FINANCE CO, INC.
                               a South Carolina Corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)



                               THAXTON COMMERCIAL LENDING, INC.
                               a South Carolina corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)



                               PARAGON LENDING, INC.
                               a South Carolina Corporation


                               By:/s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)



                                      -11-



                               GUARANTOR (Validity):




                                  /s/James D. Thaxton                   8/31/99
                                  ----------------------------------------------
                                  James D. Thaxton, President            (Date)




                                      -12-


                                  EXHIBIT "A"

                              THAXTON GROUP (TOC)
                                    OFFICES


TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
1524 PAGELAND HWY                   1514 PAGELAND HWY
LANCASTER, SC 29721                 LANCASTER, SC 29721
P 803-416-5111                      P 803-285-4336
F 803-416-5148                      F 803-416-5149

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
316 S. MAIN STREET                  235 N. HAMPTON STREET
LANCASTER, SC 29720                 KERSHAW, SC 29067
P 803-285-1514                      P 803-475-2309
F 803-285-5805                      F 803-475-9654

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
235 N. HAMPTON STREET               215 NORTH PEARL STREET
KERSHAW, SC 29067                   PAGELAND, SC 29728
P 803-475-9866                      P 843-672-6580
F 803-475-9870                      F 843-672-6581

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
2311 BROAD STREET                   319 OAKLAND AVE
CAMDEN, SC 29020                    ROCK HILL, SC 29731
P 803-425-5512                      P 803-324-2984
F 803-432-6045                      F 803-324-0757

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
1841 J A COCHRAN BY-PASS            113 BETHEL STREET
SUITE D                             CLOVER, SC 29710
CHESTER, SC 29706                   P 803-222-9350
P 803-581-0875                      F 803-222-9420
F 803-581-0202

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
431 J C CALHOUN DRIVE               9400 TWO NOTCH RD, UNIT F
ORANGEBURG, SC 29115                COLUMBIA, SC 29223
P 803-531-4524                      P 803-736-2911
F 803-531-1608                      F 803-736-5015

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
425-A SOUTH CASHUA DRIVE            113-B N. MAIN STREET
FLORENCE, SC 29502                  HEATH SPRINGS, SC 29058
P 843-667-6500                      P 803-273-2556
F 843-661-0256                      F 803-273-9913


TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
1708 BUNTING DR. STE-A              48 N. CONGRESS ST
NORTH AUGUST, SC 29841              YORK, SC 29745
P 803-819-1492                      P 803-684-4650
F 803-819-0687                      F 803-684-6081

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
127 N. PEARL STREET                 561 BULTMAN DRIVE
PAGELAND, SC 29728                  UNIVERSITY CENTER
P 843-672-3970                      SUMTER, SC 29151
F 843-672-3973                      P 803-775-7267
                                    F 803-778-4014
TICO CREDIT COMPANY
214 S. OAKLAND AVE                  THAXTON INSURANCE GROUP
ROCK HILL, SC 29730                 121-B CHESTERFIELD HWY
P 803-366-3171                      CHERAW, SC 29520
F 803-366-9593                      P 843-537-7442
                                    F 843-537-5130

TICO CREDIT COMPANY
1006 N. HWY 301                     THAXTON INSURANCE GROUP
DILLON, SC 29536                    2313 N. BROAD STREET
P 843-774-7301                      CAMDEN, SC 29020
F 843-774-0332                      P 803-432-1453
                                    F 803-425-5635

TICO CREDIT COMPANY
404 N. PLEASANTBURG DRIVE           THAXTON INSURANCE GROUP
DRAGON DEN PLAZA                    122 SOUTH MAIN STREET
GREENVILLE, SC 29607                MONROE, NC 28112
P 864-242-3211                      P 704-289-6437
F 864-242-3873                      F 704-283-7797

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
607 E. MAIN STREET                  4806 PARK ROAD
SPARTANBURG, SC 29301               CHARLOTTE, NC 28220
P 864-573-7144                      P 704-529-4133
F 864-573-7262                      F 704-589-4159

TICO CREDIT COMPANY                 THE INSURANCE SHOPPE
121 A CHESTERFIELD HWY              2725 SOUTH BLVD
CHERAW, SC 29520                    CHARLOTTE, NC 28209
P 843-537-0891                      P 704-525-4517
F 843-537-0892                      F 704-525-1815

TICO CREDIT COMPANY                 THAXTON INSURANCE GROUP
720 GRACERN RD BLDG 400             404-A CHERAW ST
SUITE 450                           BENNETTSVILLE, SC 29512
COLUMBIA, SC 29210                  P 843-479-4028


P 803-216-8007                      F 843-479-9275
F 803-216-9240

                                    LAKESIDE INSURANCE AGENCY
TICO CREDIT COMPANY                 1400 INDIANA AVENUE SUITE 60
730-A BROAD STREET                  WINSTON-SALEM, NC 27106
SUMTER, SC 29151                    P 336-767-2698
P 803-775-3310                      F 336-767-3926
F 803-775-2171

                                    AUTO SECURITY AGENCY
TICO CREDIT COMPANY                 P O BOX 561450
3215 MALL RD                        CHARLOTTE, NC 28256
NORTH POINTE SQUARE STE F           P 704-597-1800
ANDERSON, SC 29625                  F 704-596-3740
P 864-964-1600
F 864-964-0313                      AUTO SECURITY AGENCY
                                    819 CENTRAL AVENUE
                                    CHARLOTTE, NC 28204
                                    P 704-377-6877
TICO CREDIT COMPANY                 F 704-342-0969
104 SEBRELL STREET UNIT 11
SOUTH CREEK MALL & OFFICE PARK      AUTO SECURITY AGENCY
FLORENCE, SC 29504                  7005 WILKINSON BLVD
P 843-664-2300                      BELMONT, NC 28012
F 843-664-8407                      P 704-825-4000
                                    F 704-825-6158

TICO CREDIT COMPANY                 AUTO CYCLE INSURANCE
2443 BOUNDARY ST                    906 PETERS CREEK PARKWAY
BEAUFORT, SC 29902                  WINSTON-SALEM, NC 27103
P 843-525-9311                      P 336-761-8245
F 843-525-9103                      F 336-748-0813

TICO CREDIT COMPANY
1441 W. MAIN STREET                 TICO PREMIUM FINANCE
SALEM, VA 24153                     1524 PAGELAND HIGHWAY
P 540-375-3636                      LANCASTER, SC 29721
F 540-375-6791                      P 803-285-4338
                                    F 803-285-6056

TICO CREDIT COMPANY
407 ROANOKE STREET STE 3            INTER CITY AGENCY
CHRISTIANBURG, VA 24073             1621 W. MCDOWELL
P 540-381-2260                      PHOENIX, AZ 85007
F 540-381-1890                      P 602-257-0634
                                    F 602-252-7638

TICO CREDIT COMPANY
1395 VOLUNTEER PARKWAY              INTER CITY AGENCY
BRISTOL, TN 37620                   1455 S. STAPLEY #26
P 423-764-0703                      MESA, AZ 85204
F 423-764-0733                      P 602-926-4090
                                    F 602-926-9697

TICO CREDIT COMPANY


3575 MACON RD                       INTER CITY AGENCY
SUITE 8                             7035 S. CENTRAL #1
COLUMBUS, GA 31917                  PHOENIX, AZ 85040
P 706-568-4006                      P 602-268-2903
F 706-568-3884                      F 602-276-6140



TICO CREDIT COMPANY                 INTER CITY AGENCY
416 ATLANTA HWY                     4239 W. MCDOWELL STE 21
CUMMING, GA 30130                   PHOENIX, AZ 85009
P 770-886-3238                      P 602-849-8686
F 770-781-4521                      F NONE

TICO CREDIT COMPANY                 INTER CITY AGENCY
44878 HWY 17 SUITE 2                4425 W. GLENDALE AVE #1
VERNON, AL 35592                    GLENDALE, AZ 85301
P 205-695-6093                      P 602-934-0916
F 205-695-6469                      F NONE

TICO CREDIT COMPANY                 INTER CITY AGENCY
600 MILITARY ST, STE 2              1617 N. 32ND STREET
HAMILTON, AL 35570                  PHOENIX, AZ 85008
P 205-921-7919                      P 602-275-6157
F 205-921-7940                      F 602-275-9727

TICO CREDIT COMPANY                 INTER CITY AGENCY
1340 J PATTON AVE                   4747 S. 12 AVE
ASHEVILLE, NC 28816                 TUCSON, AZ 85714
P 828-253-7447                      P 520-573-3201
F 828-253-6995                      F 520-573-3259

TICO CREDIT COMPANY                 INTER CITY AGENCY
406 4TH STREET SW                   2015 N. DOBSON RD #14
HICKORY, NC 28602                   CHANDLER, AZ 85224
P 828-324-8900                      P 602-732-9091
F 828-324-9200                      F NONE

TICO CREDIT COMPANY                 INTER CITY AGENCY
108 5TH AVE N.W.                    6701 W. THOMAS RD
AMORY, MS 38821                     PHOENIX, AZ
P 601-256-8248                      P 602-849-8686
F 601-256-9755                      F NONE

TICO CREDIT COMPANY                 NATIONAL INSURANCE
521 WEST COMMERCE ST                2206 N. 24TH STREET
ABERDEEN, MS 39730                  PHOENIX, AZ 85008
P 601-369-7877                      P 602-235-9515
F 601-369-8084                      F 602-235-9519


NATIONAL INSURANCE                  NATIONAL INSURANCE
2036 E. THOMAS RD                   6018 S. CENTRAL AVE
PHOENIX, AZ 85016                   PHOENIX, AZ 85040
P 602-956-3183                      P 602-243-6970
F 602-956-4503                      F 602-243-0565



NATIONAL INSURANCE                  NATIONAL INSURANCE
1520 N. 35TH AVE                    6544 W. THOMAS RD STE 33
PHOENIX, AZ 85009                   PHOENIX, AZ 85033
P 602-269-8451                      P 602-849-5588
F 602-269-8148                      F 602-849-0844

NATIONAL INSURANCE                  NATIONAL INSURANCE
340 W. UNIVERSITY STE 34            5233 W. GLENDALE AVE
MEZA, AZ 85201                      STE A, FLOOR A
P 602-668-1124                      GLENDALE, AZ 85301
F 602-668-1125                      P 602-930-7898
                                    F 602-930-7957

NATIONAL INSURANCE                  NATIONAL INSURANCE
2375 SOUTH 4TH AVE STE 2            2206 NORTH 24TH ST
YUMA, AZ 85364                      PHOENIX, AZ 85008
P 520-782-6005                      P 602-231-0191
F 520-782-4852                      F 602-244-8745

INTER CITY AGENCY                   INTER CITY AGENCY
1621 S. EASTERN AVE                 3603 LAS VEGAS BLVD N STE 117
LAS VEGAS, NV 89104                 LAS VEGAS, NV 89115
P 702-641-2122                      P 702-643-4544
F 702-641-3838                      F 702-643-4525

NATIONAL INSURANCE                  INTER CITY AGENCY
235 N. EASTERN                      3400 SAN MATEO NE #A
LAS VEGAS, NV 89101                 ALBUQUERQUE, NM 87110
P 702-384-0666                      P 505-883-2971
F 702-384-5666                      F 505-881-2419

NATIONAL INSURANCE                  PARAGON LENDING
4251 W. SAHARA STE A                9771-A SOUTHERN PINE BLVD
LAS VEGAS, NV 89102                 CHARLOTTE, NC 28273
P 702-579-6381                      P 704-527-9600
F 702-579-6385                      F 704-527-0862

PARAGON LENDING                     PARAGON LENDING
9714 N KINGSHIGHWAY                 7340 SIX FORK ROAD
STE 110                             RALEIGH, NC 27615
MYRTLE BEACH, SC 29577              P 919-844-5644


P 843-692-0162
F 843-692-7520

PARAGON LENDING                     PARAGON LENDING
103 WILSON STREET                   2602 IRONGATE DRIVE
CHESTERFIELD, SC 29709              SUITE 101
P 843-623-9230                      WILMINGTON, NC 28412
F 843-623-3288                      P 910-772-9444
                                    F 910-772-1778

PARAGON LENDING                     THE INSURANCE CENTER
5500 ADAMS FARM LANE                639 WADSWORTH BLVD
SUITE 106                           LAKEWOOD, CO 80215
GREENSBORO, NC 27407                P 303-232-2227
P 336-547-9970
F 336-547-9994

THE INSURANCE CENTER                THE INSURANCE CENTER
4140-G E. EVANS                     1261 W. 84TH AVE, UNIT 4
DENVER, CO 80222                    DENVER, CO 80221
P 303-756-8484                      P 303-426-0809

THE INSURANCE CENTER                THAXTON INSURANCE
3150-C S. PEORIA                    3948 FEDERAL BLVD
AURORA, CO 80014                    DENVER, CO 80210
P 303-745-2227                      P 303-480-5398

THAXTON INSURANCE                   THAXTON INSURANCE
1000 DEPOT HILL RD #B               4393 SOUTH BROADWAY
BROOMFIELD, CO 80020                ENGLEWOOD, CO 80110
P 303-465-5908                      P 303-789-1820

THAXTON INSURANCE                   THAXTON INSURANCE
2648 SOUTH PARKER RD UNIT 6A        5201 NORTH 19TH AVE #102
AURORA, CO 80014                    PHOENIX, AZ 80515
P 303-751-4033                      P 602-242-8958

PARAGON LENDING                     PARAGON LENDING
555 N PLEASANTBURG DRIVE            2 WALDEN RIDGE SUITE 90
STE 325                             ASHEVILLE, NC 28803
GREENVILLE, SC 29607                P 828-684-3443
P 864-370-1437                      F 828-684-7052
F 864-370-0328

PARAGON LENDING
4975 LACROSS RD
STE 105


N CHARLESTON, SC 29406
P 843-554-9990