Amendment to Mortgage Warehousing Loan and Security Agreement
          -------------------------------------------------------------

This Amendment dates as of August 27, 1998 shall serve to further amend the
Mortgage Warehousing Loan and security Agreement ("Agreement") between First
Union National Bank (successor by merger to CoreStates Bank, N.A., hereinafter
referred to as "Bank") and DeWolfe Mortgage Services, Inc., (hereinafter
referred to as "Borrower") dated June 15, 1993 as amended from time to time.


Section 1.02 Definitions

The definition of Maximum Loan Amount is deleted in its entirety and the
following is substituted:

     Maximum Loan Amount means the maximum dollar amount of the Bank mortgage
warehouse line, i.e. $40,000,000.


Section 6.16 Financial Covenants

Section 6.16 Financial Covenants, is deleted in its entirety and the following
is substituted:

6.16 Financial Covenants: To maintain at all times

   (i) Adjusted Tangible Stockholder's Equity in the minimum amount of
       $2,000,000; and
  (ii) A Leverage Ratio not exceeding 16:1, and
 (iii) Advances to parent, affiliates or any other entity or person may not
       exceed $500,000

     Except as expressly modified or amended herein, all other terms and
provisions of the Agreement shall remain in full force and effect. This
amendment will become effective upon our receipt of your executed copy of this
amended letter and Note for the amended Maximum Loan Amount in Philadelphia,
Pennsylvania.

Agreed & Accepted
DeWolfe Mortgage Services, Inc.

By: /s/ Gail Hayes
    -----------------------------
    Gail Hayes, President


Attest: /s/ Paul Harrington
        -------------------------


First Union National Bank


By: /s/ John P. White
    ------------------------------
    John P. White, VP





                                      NOTE

$40,000,000.00                                                  Philadelphia, PA
                                                                 August 27, 1998

FOR VALUE RECEIVED, and intending to be legally bound, DeWolfe Mortgage
Services, Inc., (hereinafter referred to as "Borrower") promises to pay to the
order of FIRST UNION NATIONAL BANK (successor by merger to CoreStates Bank,
N.A., hereinafter referred to as "Bank") at Bank's office, on demand, the lesser
of FORTY MILLION DOLLARS ($40,000,000.00) or the principal balance outstanding
hereunder pursuant to the provisions of the Mortgage Warehousing Loan and
Security Agreement referred to below. The actual amount due and owing from time
to time hereunder shall be evidenced by the Bank's records of receipts and
disbursements hereunder which shall be presumed accurate but subject to
verification and correction within 30 days of Borrower's receipt of a statement.

Borrower further agrees to pay interest on the unpaid principal amount
outstanding hereunder in accordance with the terms and conditions of the
Mortgage Warehousing Loan and Security Agreement.

This is the Note referred to in that certain Amendment to Mortgage Warehousing
Loan and Security Agreement of even date between Borrower and Bank, to which
reference is hereby made for the terms and provisions thereof, and for
additional rights and limitations of such rights of Borrower and Bank
thereunder, including, but not limited to, provisions for Borrower's right to
borrow, prepay and reborrow part or all of the principal hereof under certain
conditions and for the acceleration of Borrower's liabilities to Bank upon the
occurrence of certain events as therein specified.

In the event counsel is employed to collect this obligation or to protect the
security hereof, Borrower agrees to pay, upon demand, the reasonable attorneys'
fees of Bank, whether suit be brought or not, and all other costs and expenses
reasonable connected with collection. Attorney's fees of Bank shall include, in
the case of a salaried attorney employed by Bank, the hourly cost of bank of the
services of such attorney, as determined by Bank.

Borrower and any endorser, jointly and severally, waive presentment, protest and
demand, notice of protest, demand and dishonor and nonpayment of this Note, and
expressly agree that this Note, or any payment hereunder, may be executed from
time to time without in any way affecting the liability of the Borrower or any
endorser hereof.

The validity and construction and enforceability of, and the rights and
obligations of Borrower and Bank under this Note and Mortgage Warehousing Loan
and Security Agreement executed in connection herewith shall be governed by,
construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania.

                                                 DeWolfe Mortgage Services, Inc.


ATTEST: /s/ Paul Harrington                      /s/ Gail Hayes
        ------------------------------           -------------------------------
(CORPORATE SEAL)                                 Gail Hayes, President