FACT OF WEST FLORIDA INC, SB-2, 1996-10-09

FACT OF WEST FLORIDA INC
SB-2, 1996-10-09

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996

REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FACT OF WEST FLORIDA, INC.
(Exact name of small business issuer as specified in its charter)
---------------------

<TABLE>
<S> <C> <C>
FLORIDA 6500 APPLIED FOR
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
</TABLE>

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TWO PRESTIGE PLACE
2650 MCCORMICK DRIVE, SUITE 185
CLEARWATER, FLORIDA 34619
(813) 791-6510
(Address, including zip code, and telephone number, including area code,
of small business issuer's principal executive offices)
---------------------
DAVID A. JOHNSTON
TWO PRESTIGE PLACE
2650 MCCORMICK DRIVE, SUITE 185
CLEARWATER, FLORIDA 34619
(813) 791-6510
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------
COPIES TO:

MICHAEL T. CRONIN, ESQUIRE
JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.
911 CHESTNUT STREET
P.O. BOX 1368
CLEARWATER, FLORIDA 34617
(813) 461-1818
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective. If any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH AMOUNT BEING OFFERING PRICE OFFERING REGISTRATION
CLASS OF SECURITIES REGISTERED PER UNIT* PRICE FEE
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<S> <C> <C> <C> <C>
Secured Notes................ 9,900(1) $1,000 $9,900,000 $3,000
Total.............. $3,000
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</TABLE>

* Stated only for the purpose of calculating registration fee.
** Not applicable.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 2

FACT OF WEST FLORIDA, INC.

CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501B, REGULATION SB

This Cross-Reference Sheet is provided pursuant to Regulation S-B, showing
the location in the Prospectus of information required by Part I of Form SB-2.

<TABLE>
<CAPTION>
FORM SB-2 ITEM NO. AND HEADING CAPTION OR LOCATION IN PROSPECTUS
- ------------------------------------------------- -------------------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Cover Page of Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover Pages
of Prospectus of Prospectus
3. Summary Information and Risk Factors Summary of the Offering, Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of the Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution, Underwriting
9. Legal Proceedings Legal Proceedings
10. Directors and Executive Officers Management
11. Security Ownership of Certain Beneficial Security Ownership of Certain Beneficial
Holders and Management Holders and Management
12. Description of Securities to be Registered Description of Securities, Summary of the
Offering
13. Interest of Named Experts and Counsel Not Applicable
14. Statement as to Indemnification Management, Underwriting
15. Organization Within Five Years Business, Management, The Corporation
16. Description of Business Business, Management, The Corporation
17. Management's Discussion and Analysis or Management's Discussion and Analysis or
Plan of Operations Plan of Operations
18. Properties Business
19. Certain Relationships and Related Management
Transactions
20. Market for Common Equity and Related Not Applicable
Stockholder Matters
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements with Not Applicable
Accountants on Accounting and Financial
Disclosures
</TABLE>

i
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED , 1996

FACT OF WEST FLORIDA, INC.

$9,900,000

9,900 SECURED NOTES
$1,000 PER NOTE

MINIMUM PURCHASE: 2 NOTES

FACT OF WEST FLORIDA, INC., a Florida corporation (the "Corporation"), was
formed on August 15, 1996, to purchase retail motor vehicle installment sale
contracts (the "Contracts") originated in connection with the financing of new
and used automobiles and light-duty trucks (the "Vehicles"), including all
rights to receive payments thereunder and security interests in the Vehicles,
and collect the principal and interest due on such Contracts.

The Corporation is offering subscriptions for a maximum of 9,900 Secured
Notes (the "Notes") in the principal amount of $1,000 each. The Notes will bear
simple interest at the rate of 10.5% per annum, interest payable only quarterly,
with all principal and accrued interest, if any, due 24 months from the date of
this Prospectus. Interest is calculated on the basis of a 365-day year (the
"Calculation Basis") but is paid in 4 equal quarterly installments, regardless
of the number of days in each quarter (the "Payment Basis"), with any difference
between interest determined on the Calculation Basis and the Payment Basis paid
in the final installment due under the Notes. Interest shall be due on the first
day of the quarter, in arrears, with a 30-day grace period prior to the Notes
being in default. The Notes will be secured by a first lien on a group of
Contracts acquired with the proceeds of the offering or funds obtained from the
repayment of such Contracts ("Replacement Contracts") or any Replacement
Contracts. The Notes are prepayable in whole or in part at any time without
premium or penalty.

The minimum purchase is two Notes. There is no minimum offering.

The price and amount of Notes offered by the Corporation has been
established arbitrarily and bears no relationship to its asset value, book
value, net worth or any other established criteria of value. A NOTE HOLDER WILL
NOT ACQUIRE OR OBTAIN ANY BENEFITS WHICH MIGHT ACCRUE THROUGH AN EQUITY INTEREST
IN THE CORPORATION BY A PURCHASE OF NOTES.

No public or other market for the Notes exists and there can be no
assurance that one may develop in the future.

THIS OFFERING INVOLVES CERTAIN RISK FACTORS. See "Risk Factors."
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
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PRICE TO COMMISSIONS AND PROCEEDS TO
PUBLIC CONCESSIONS(1)(2)(3)(4) CORPORATION(5)
<S> <C> <C> <C>
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Per Note.......................... $1,000 $50 $950
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Total Maximum..................... $9,900,000 $495,000 $9,405,000
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</TABLE>

(Footnotes on following page)

THE DATE OF THIS PROSPECTUS IS
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(1) The Notes are being offered on a "best-efforts" basis through Participating
Dealers ("Participating Dealers") who are members of the National
Association of Securities Dealers, Inc. (the "NASD"). See "Underwriting."

(2) The Corporation has agreed to indemnify all Participating Dealers against
certain liabilities, including liabilities under the Securities Act of
1933. See "Underwriting."

(3) The Corporation will pay the Participating Dealers a selling commission of
5.0% of the offering price ($50 per Note) for all Notes sold. See
"Underwriting".

(4) This amount does not include reimbursement for actual due diligence expenses
which may be paid to the Participating Dealers in amount up to .5% per Note
($5 per Note) and payments which may be made to Participating Dealers by
the Corporation as a Non-Accountable Expense Allowance not to exceed 2.0%
of the offering price per Note ($20 per Note). See "Underwriting."

(5) This is before deducting other expenses of issuance and distribution payable
by the Corporation in connection with this offering. The Corporation will
pay from the proceeds of this offering all of such expenses, currently
estimated not to exceed $115,000. See "Use of Proceeds."
---------------------

If the Corporation does not terminate the offering earlier, which in the
sole discretion of Management it may, the offering of Notes will continue until
the Corporation raises an aggregate of $9,900,000, provided that the offering
period for all Notes of the Corporation will not exceed 24 months from the date
of this Prospectus.

The Notes are being offered subject to prior sale, withdrawal, cancellation
or modification of the offer, including its structure, terms and conditions,
without notice. The Corporation reserves the right, in its sole discretion, to
reject, in whole or in part, any offer to purchase the Notes. See "Underwriting.

UNTIL THE TERMINATION OF THIS OFFERING, AND IN ANY EVENT 90 DAYS AFTER THE
DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES TO WHICH THIS PROSPECTUS RELATES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

No dealer, salesman or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus or in literature issued by the Corporation,
or, if authorized by the Corporation, the Participating Dealers (which
literature shall not be deemed to be a part of this Prospectus). No person
associated with this offering or the Corporation has been sponsored,
recommended, or approved, nor has his abilities or qualifications in any respect
been passed upon by any state or any agency or officer of any state or by the
United States or any agency or officer of the United States. This Prospectus
does not constitute an offer or solicitation in any state or other jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
state or jurisdiction. Neither the delivery of this Prospectus nor any sale
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Corporation since the date thereof;
however, if any material change in the Corporation's affairs occurs at any time
when this Prospectus is required to be delivered, this Prospectus will be
amended.

2
<PAGE> 5

consummated in such states. The Subscription Agreement for the Notes must be
executed, and the Notes may only be delivered in such states. Resale or transfer
of the Notes may be restricted under state law. See "Risk Factors -- No Market
for Notes" and "Transferability of Notes."

Prospective Investors are encouraged to read the entire Prospectus, which
contains a complete copy of the form of the Secured Notes, Security Agreement,
Custodian Agreement and Indenture of Trust. Each prospective Investor is also
encouraged to seek the advice of his or her attorney, tax consultant, business
advisor and financial advisor with respect to the legal and business aspects of
this investment prior to subscribing for the Notes issued by the Corporation.

NEITHER THESE SECURITIES NOR THE CORPORATION HAVE BEEN GUARANTEED,
SPONSORED, RECOMMENDED, OR APPROVED BY THE STATE OF FLORIDA OR ANY AGENCY OR
OFFICER OF THE STATE OF FLORIDA OR BY THE UNITED STATES OR ANY AGENCY OR OFFICER
OF THE UNITED STATES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ADDITIONAL INFORMATION

The Corporation is an SEC reporting company by virtue of the effectiveness
of this Registration Statement under the Securities Act of 1933, as amended. The
Corporation has filed with the Securities and Exchange Commission, a
Registration Statement under the Securities Act of 1933 with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, its amendments and
exhibits. For further information pertaining to the Notes offered hereby, and
the Corporation, reference is made to the Registration Statement, including the
exhibits, filed therewith or incorporated by reference as a part thereof.
Statements in this Prospectus concerning the contents of any contract or other
document referred to are not necessarily complete. Where such contract or other
document is an exhibit to the Registration Statement, each such statement is
qualified in all respects by the provisions of such exhibit, to which reference
is hereby made for a full statement of the provisions thereof. The Registration
Statement may be inspected and copied at the Commission's Washington, D.C.
office at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Northeast
Regional Office and Midwest Regional Office at the following addresses: 7 World
Trade Center, Suite 1300, New York, NY 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, IL 60661-2511, respectively. The
Registration Statement also may be inspected but not copied at the Commission's
Atlanta, Georgia office. Further, Copies can be obtained at prescribed rates
from the Washington, D.C. office. Exchange Act reports may be inspected and
copied at the Commission's Washington, D.C. office and Northeast and Midwest
Regional Offices and may be obtained at prescribed rates from the Commission's
Washington, D.C. office.

REPORTS TO NOTE HOLDERS

The Corporation intends to distribute to the Note Holders annual reports
containing financial statements that have been examined and reported on by an
independent certified public accountant. The Corporation may furnish such other
reports as the Board of Directors may deem necessary to inform the Note Holders
of major developments concerning the Corporation.

SUITABILITY STANDARDS: WHO CAN INVEST?

Notes will only be sold to a person who makes the required minimum purchase
and represents in writing that he has either: (i) a minimum annual gross income
of at least $30,000 and a net worth of $30,000 (exclusive of home, home
furnishings and automobiles); or (ii) a net worth of $75,000 (exclusive of home,
home furnishings and automobiles); or (iii) that he is purchasing in a fiduciary
capacity for a person who (or for an entity which) meets such conditions. In the
case of sales to fiduciary accounts, the suitability standards must be satisfied
by the beneficiary; however, where the fiduciary is the donor of funds used for
investment in the Corporation, the fiduciary and not the beneficiary must meet
the standards set forth above. Certain states may impose higher suitability
standards which an Investor must satisfy.

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<PAGE> 6

Each Investor must also represent that he has the capacity of understanding
the fundamental aspects of an investment in the Secured Notes, which capacity is
evidenced by the nature of his employment experience, his educational level
achieved, his access to advice from qualified persons, such as his attorney,
accountant or tax or financial advisor; and/or prior experience with investments
of a similar nature. Further, each Investor must represent that he has an
understanding of the fundamental risks and possible financial hazards of the
investment; that he understands the lack of liquidity of this investment; and
that he understands that the investment will be directed and managed by the
Corporation. Each Investor must also represent that he can reasonably benefit
from an investment in the Notes in view of his overall investment objectives and
portfolio structure and that he is able to bear the economic risk of the
investment. All Participating Dealers will make reasonable inquiry to assure
that there is compliance with these suitability standards, and the Corporation
will not accept subscriptions from any person who does not represent in the
Subscription Agreement that he meets such standards.

No transfers will be permitted of less than the minimum permitted purchase,
nor may an investor transfer, fractionalize or subdivide Notes so as to retain
less than such minimum purchase.

The reasons for establishing these standards include the relative lack of
liquidity of Notes and certain risk factors associated with an investment in the
Notes. See "Risk Factors."

Prospective Note Holders should consider the following risk factors as well
as those set forth under "Risk Factors":

1. SOURCES OF PAYMENT ON THE NOTES

The sole sources of payment of interest on the Notes will be cash flow
generated by the Contracts which are security for the Notes, capital
contributions or loans of the shareholders, or operational borrowings obtained
from third party lenders. The sole sources of repayment of principal and accrued
interest on the Notes at the end of their term will be a refinancing of the
Notes, a sale of the Contracts which are pledged as security for the Notes,
proceeds from the repayment of the Contracts which are pledged as security for
the Notes not used to acquire additional Contracts, or loans or capital
contributions from the shareholders. Except for any future loans from First
American Capital Trust, a Florida trust ("FACT") which is an affiliate of the
Corporation to fund initial interest payments on the Notes (the "Initial Loan"),
(see "Business -- First American Capital Trust -- Initial Loan"), shareholders
and their affiliates are under no obligation to make capital contributions or
loans to the Corporation. FACT is a wholly owned subsidiary of Wealth Management
Incorporated of Nevada, a Nevada corporation, wholly owned by David A. Johnston.
The Corporation has no commitment to obtain loans from third party lenders and
there is no assurance such loans could be obtained. In addition, the Corporation
reserves the right to sell additional notes or equity interests in a public
offering or an offering exempt from registration under federal and state
securities laws to provide additional financing for the Corporation. There is no
assurance that any such offering would be undertaken or successful. If
sufficient funds are not available from any of such sources, the repayment of
all or part of the interest or principal on the Notes may be delayed or never be
made. No Investor subscription proceeds will be used to make principal or
interest payments on the Notes. See "Risk Factors" and "Secured Notes, Security
Documents and Indenture of Trust."

Holders of Notes are required under the Security Agreement to proceed
against and liquidate all the Contracts and other collateral before looking to
any other assets of the Corporation. See "Risk Factors."

There is no sinking fund for payment of principal or interest on the Notes.
See "Risk Factors."

2. NO MARKET

No public or other market for the Notes exists and there can be no
assurance that one may develop in the future. Accordingly, the Notes should be
purchased only to be held to term, because Note Holders may not be able to
liquidate or otherwise utilize their investment in the event of an emergency or
for any other reason. See "Risk Factors."

4
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
I. PROSPECTUS
Additional Information.............................................................. 3
Reports to Note Holders............................................................. 3
Suitability Standards: Who Can Invest............................................... 3
Summary of the Offering............................................................. 6
The Corporation..................................................................... 7
Risk Factors........................................................................ 7
Sources and Uses of Proceeds........................................................ 20
Business............................................................................ 21
FACT................................................................................ 25
Management.......................................................................... 35
Security Ownership of Certain Beneficial Owners and Management...................... 36
Plan of Operations.................................................................. 36
Description of Securities........................................................... 37
Underwriting........................................................................ 41
Transferability of Notes............................................................ 41
Plan of Distribution................................................................ 41
Sales Materials..................................................................... 42
Legal Matters....................................................................... 42
Legal Proceedings................................................................... 42
Experts............................................................................. 42
Financial Statements................................................................ F-1
</TABLE>

5
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SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the detailed
information and financial statements appearing elsewhere in this Prospectus.

THE CORPORATION

The Corporation was formed under the laws of the State of Florida on August
15, 1996, with its principal place of business at Two Prestige Place, 2650
McCormick Drive, Suite 185, Clearwater, Florida 34619, Telephone (813) 791-6510.

THE NOTES AND THE OFFERING

The minimum purchase is 2 Notes. There is no minimum offering.

BUSINESS

The Corporation purchases retail motor vehicle installment sale contracts
(the "Contracts") originated in connection with the financing of new and used
automobiles and light-duty trucks (the "Vehicles"), including all rights to
receive payments thereunder and security interests in the Vehicles, and collects
the principal and interest due on such Contracts. The Corporation's day-to-day
affairs including, but not limited to, evaluating the Contracts, determining
which Contracts are to be purchased, effecting Contract purchases, delivering
Contracts to the Custodian, collecting and turning over to the Corporation for
direct deposit into the Corporation's bank account the payments on the
Contracts, securing releases of liens on the Vehicles, preparing checks of the
Corporation for interest and principal payment on the Notes and mailing such
checks to Note Holders, preparing checks of the Corporation for payment of other
obligations, including FACT under the Agency Agreement and pursuing remedies for
Contract breaches, will be administered entirely through and decisions with
respect thereto will be made exclusively by the Corporation, with assistance
from FACT and Park Finance of Broward, Inc. pursuant to consulting arrangements.
See "Business."

RISK FACTORS

An investment in the Notes involves various risks. See "Risk Factors."

SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
SEPTEMBER 6, 1996
-----------------
<S> <C>
Assets.................................................... $25,600
Liabilities............................................... (600)
Stockholders Equity....................................... $25,000
</TABLE>

As of September 6, 1996, the Corporation had not engaged in any activities
and had no revenues. The Corporation has not paid any cash dividends on its
common shares.

6
<PAGE> 9

THE CORPORATION

The Corporation purchases retail motor vehicle installment sale contracts
(the "Contracts") originated in connection with the financing of new and used
automobiles and light-duty trucks (the "Vehicles"), including all rights to
receive payments thereunder and security interests in the Vehicles, and collects
the principal and interest due on such Contracts. The Corporation's day-to-day
affairs including, but not limited to, evaluating the Contracts, determining
which Contracts are to be purchased, effecting Contract purchases, delivering
Contracts to the Custodian, collecting and turning over to the Corporation for
direct deposit into the Corporation's bank account the payments on the
Contracts, securing releases of liens on the Vehicles, preparing checks of the
Corporation for interest and principal payment on the Notes and mailing such
checks to Note Holders, preparing checks of the Corporation for payment of other
obligations, including FACT under the Agency Agreement and pursuing remedies for
Contract breaches, will be administered entirely through and decisions with
respect thereto will be made exclusively by the Corporation with assistance from
FACT and Park Finance of Broward, Inc. pursuant to a consulting arrangement. No
funds of the Corporation are deposited or kept in any commingled account with
funds of FACT, or any other person or entity. See "Business."

RISK FACTORS

A purchase of the Notes issued by the Corporation involves various risk
factors, including, but not limited to, those set forth below. Prospective
Investors should consider these risk factors before making a decision to
purchase the Notes.

1. SPECIFIC RISKS APPLICABLE TO AN INVESTMENT IN THE NOTES

a. Sources of Payment on the Notes

There is no sinking fund for the payment of principal and interest on the
Notes.

The Corporation will make distributions to its shareholders annually in an
amount equal to each shareholder's tax liability associated with the
Corporation's profit as reported for federal income tax purposes. The amount of
this distribution cannot be estimated at this time and will depend upon the
applicable individual income tax rate and the Corporation's reported taxable
income each year. This distribution will reduce the amount of funds available to
make payments on the Notes. No distributions to shareholders may be made if cash
flow is insufficient to make full payments with respect to the Notes. These
distributions of earnings to shareholders will reduce the amount of future
Contracts that may be acquired and will reduce cash reserves available for
future payments with respect to the Notes in the event that future cash flow
from the Contracts is insufficient to make Note payments.

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<PAGE> 10

Holders of Notes are required under the Security Agreement to proceed
against and liquidate all the Contracts and other collateral before looking to
any other assets of the Corporation.

b. Certain Legal Aspects of the Contracts

There are two primary sources of collateral for the Notes, the Vehicles and
the Contracts. Although the Note Holders have been granted a security interest
in the Vehicles and the Contracts as security for the Notes, if such security
interest were not perfected, the Note Holders would not have a priority claim on
the Collateral and would, in effect, be treated as any unsecured creditor of the
Corporation. Upon the Event of Default under the Notes, if the Note Holders did
not have a priority claim on the Collateral through perfection of their security
interest, their ability to sell the Collateral and use the proceeds to repay the
Notes would be adversely affected as other creditors would have an equal claim
to the Collateral, and Note Holders could suffer a partial or total loss of
principal and unpaid interest on the Notes.

The Note Holders' security interest in the Vehicles and in the Contracts is
perfected in different ways under Florida law. The security interest in the
Vehicles is perfected through notation of a lien on the Vehicle Title. The
manner in which this is accomplished is discussed in "Transfer and Perfection of
Security Interest in the Vehicles," and "Notation of Lien on Certificates of
Title, Grants of Security Interests; Assignments," below. The Note Holders'
security interest in the Contracts is perfected through possession. The manner
in which this is accomplished is discussed in "Perfection of Security Interest
in the Contracts; Delivery and Storage of the Collateral," below.

(i) Transfer and Perfection of Security Interests in the Vehicles. All of
the Contracts securing the Notes will be purchased from automobile dealers (the
"Sellers") pursuant to a Dealer Agreement (the "Agreement"). Each Contract is
secured by a security interest in an automobile or light duty truck. The
transfer and perfection of security interests in the Vehicles and enforcement of
rights to realize upon the value of the Vehicles as collateral for the Contracts
are subject to a number of Federal and state laws, including the Uniform
Commercial Code as in effect in the various states. In proceedings under the
Federal Bankruptcy Code, for example, a court may prevent the secured party from
repossessing a motor vehicle and may reduce the amount of secured indebtedness
or change the amount or timing of monthly payments or the interest rate
applicable to the indebtedness. In addition, numerous Federal and state consumer
protection laws impose requirements on lenders and sellers under retail
installment sale agreements such as the Contracts and the failure by the lender
or seller of goods to comply with such requirements could give rise to
liabilities of assignees for amounts due under such agreements and claims by
such assignees may be subject to set off as a result of such lender's or
seller's noncompliance. These laws would apply to the Corporation as assignee of
the Contracts. The Seller will warrant that each Contract in all material
respects complies with requirements of law, will have the Corporation's lien
noted on the Certificate of Title and/or Vehicle Registration and Motor Use
Sales Report and will make certain warranties relating to the validity,
subsistence and priority of the security interest in each Vehicle securing a
Contract. A breach of any such warranty that materially adversely affects any
Contract would create an obligation of the Seller to repurchase such Contract
unless such breach is cured.

Under the laws of most states, the perfected security interest in a Vehicle
would continue for four months after a Vehicle is moved to a state other than
the state in which it is initially registered and thereafter until the Vehicle
owner re-registers the Vehicle in the new state. A majority of states generally
require surrender of a certificate of title to re-register a Vehicle;
accordingly, a secured party must surrender possession if it holds the
certificate of title to the Vehicle, or, in the case of Vehicles registered in
states providing for the notation of a lien on the certificate of title but not
possession by the secured party, the secured party would receive notice of
surrender if the security interest is noted on the certificate of title. Thus,
the secured party would have the opportunity to re-perfect its security interest
in the Vehicles in the state of relocation. In states that do not require
surrender of a certificate of title for registration of a motor Vehicle,
re-registration could defeat perfection. The Corporation will take steps to
effect re-perfection upon receipt of notice of re-registration or information
from the obligor as to relocation. Similarly, when an obligor sells a Vehicle,
the Corporation must surrender possession of the certificate of title or will
receive a notice as a result of its lien noted thereon and accordingly will have
an opportunity to require satisfaction of the related Contract before release of
the lien.

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See "Custodian Agreement," Exhibit " ," which describes such situations in
which a Vehicle Title will be released to the Corporation.

Under the laws of most states, assuming possession of a Vehicle, liens for
storage and repairs performed on a motor Vehicle and liens for unpaid taxes take
priority over a perfected security interest in a financed Vehicle. Assuming
possession of a Vehicle, the Internal Revenue Code of 1986 also grants priority
to certain federal tax liens over the lien of a secured party. The Seller will
represent that, as of the date of sale of the Contracts, each security interest
in a Vehicle is or will be prior to all other present liens (other than tax
liens and liens that arise by operation of law) upon and security interests in
such Vehicle. However, liens for repairs or taxes could arise at any time during
the term of a Contract. No notice will be given to the Corporation or any
assignee thereof in the event such a lien arises.

(ii) Notation of Lien on Certificates of Title; Grant of Security
Interests; Assignments. Pursuant to the Agreement, the Seller will assign its
security interest in the Vehicles securing the Contracts to the Company, the
stock of which is owned 100% by FACT, which is wholly owned by Wealth Management
Incorporated of Nevada, a Nevada corporation, wholly owned by David A. Johnston.

The Corporation will not have obtained a Certificate of Title listing the
Corporation as lienholder at the time it acquires a Contract. However, prior to
the Corporation acquiring a Contract, the Seller will apply for a certificate of
title identifying the Corporation as the secured party on the certificate of
title relating to the Vehicles and will furnish to the Corporation a copy of the
State of Florida Application for Certification of Title and/or Vehicle
Registration and Motor Use Sales Tax Report (the "Title Application") issued by
an authorized automobile tag agency as evidence thereof. The Title Application
constitutes a temporary vehicle registration. No automobile tag can be issued to
the purchaser of a Vehicle which is the subject of a Contract without obtaining
the Title Application. In certain cases in which there is an administrative
difficulty in acquiring a Title Application, the Corporation will accept a
letter from the Seller agreeing to furnish the Corporation with a Title
Application, no later than 20 days after the Corporation acquires the Contract.
Such a situation could arise, for example, if the title to a Vehicle being
purchased was acquired by a Seller in a state other than Florida, and there are
administrative delays in bank clearing of payoff checks which would provide for
release of the title to the Seller. The Corporation anticipates entering into
such agreements with a limited number of Sellers. Also, the Corporation limits
such transactions to Sellers operating under franchises with major automobile
manufacturers. However, the Corporation has not established any limits on the
dollar amount or number of Contracts which may be purchased pursuant to this
arrangement. If a Seller fails to furnish such Title Application, the
Corporation may have no security interest in the Vehicle underlying the Contract
because the Corporation's lien would not be noted on the certificate of title
relating to the Vehicle. If there are any Vehicles as to which the Corporation
fails to obtain a perfected security interest because of the failure of a Seller
to comply with the foregoing, the security interest would be subordinate to,
among others, subsequent purchasers of the Vehicles and holders of perfected
security interests. Such a failure, however, would constitute a breach of the
Seller's warranties under the Agreement and would create an obligation of the
Seller to repurchase the related Contract unless the breach is cured.

Because of the administrative burden and expense, no Title Application or
Certificate of Title will be amended to identify the Note Holders, as the
assignee of the Corporation as secured party, on the Certificates of Title
relating to the Vehicles. The Corporation has granted to the Note Holders a
security interest in the Vehicles. The Corporation will deliver to the Custodian
the Assignment of Lien on the Vehicle to the Trustee on behalf of the Note
Holders, duly endorsed in recordable form (the "Corporation Assignment"). The
foregoing grants of security interest and the Corporation Assignment constitute
an effective conveyance of a security interest without amendment of any lien
noted on a Vehicle's certificate of title, and the assignee succeeds thereby to
the assignor's rights as secured party. In the Event of Default under the Notes,
the Custodian will deliver the Corporation Assignments to the Trustee, and the
Trustee can record the Assignments and thereby have the Vehicle Titles amended
to reflect on their face the Note Holder's lien. In the absence of fraud or
forgery by the Corporation or the Vehicle owner or administrative error by state
or local recording agencies, the notation of the lien in the name of the
Corporation as agent on the certificate of title will be sufficient to protect
the Note Holders against the rights of subsequent purchasers of a Vehicle,
subsequent lenders who take a security interest in a Vehicle securing a
Contract, or creditors of the

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<PAGE> 12

Corporation. Subject to the limitations set forth above, the notation of the
Corporation as lien holder, the grant of security interests and the delivery to
the Custodian of the Corporation Assignments, will be sufficient to protect the
Corporation and the Note Holders.

Although FACT and the Corporation has obtained a fidelity bond in the
aggregate amount of $250,000 covering acts of employee dishonesty for themselves
and all employees of the Corporation and FACT, the Corporation and FACT have not
granted the Note Holders a security interest in the proceeds of such bond. There
is no assurance that in the case of employee dishonesty heading to a loss of the
Corporation that funds from this bond would be available to Note Holders,
because: the insurer may be financially unable to make any payment on the bond,
material limitations on the liability of the insurer through limiting
definitions in the bond or other similar payment exclusions will limit payments
on the bond, or prior claims of Note Holders or other creditors will not exhaust
funds available under the bond.

(iii) Perfection of Security Interest in the Contracts; Delivery and
Storage of the Collateral. Under the laws of the State of Florida, the Note
Holders' security interest in the Contracts is perfected through possession. For
administrative reasons, due to the large number of Note Holders, possession will
be maintained by the Custodian on their behalf. See "Custodian Agreement,
Exhibit " ." Until the Contracts are in the possession of the Custodian, the
Note Holders' security interest therein is not perfected. The Corporation will
deliver to the Custodian the originals of the Contracts purchased by the
Corporation within 72 hours following their purchase. This delay in delivery
creates the risk that the Security Interest of the Note Holders in a Contract
may be lost if, in violation of the terms of the Security Agreement, the
Custodian Agreement and the Indenture of Trust, the original Contract is
transferred by the Corporation or its Agents to a bona fide purchaser for value
without knowledge of the Security Interest. The Corporation believes that such
risk will be minimized by the public filings intended to give notice of the
Security Interest in the Corporation's Contracts because such filing may create
notice which would mitigate against the claim of being a bona fide purchaser
without notice.

The Custodian will keep the Collateral in a segregated locked file cabinet
marked "File Cabinet No. -- FACT OF WEST FLORIDA, INC." (the "Cabinet"). To
protect further the Note Holders, the Corporation has granted the Note Holders a
security interest in and to all contents of the Cabinet. Thus, in the Event of
Default under the Notes, all contents of the Cabinet, including all Vehicle
Titles with the aforementioned assignments and all Contracts with the
aforementioned assignments will be delivered by the Custodian to the Trustee on
behalf of the Note Holders.

(iv) Financial Standards for Sellers of the Contracts. The Corporation has
not established any minimum financial standards for Sellers of the Contracts.
Thus, there is a risk that a Seller may not be financially able to repurchase
Contracts in the event of a breach of an Agreement concerning acquisition of
Contracts, including failure to list the Corporation as lienholder on a Title
Application or Certificate of Title.

(v) Financial Standards for Borrowers under the Contracts. The Corporation
considers a number of criteria and factors in assessing the creditworthiness of
borrowers under the Contracts. However, such decision is ultimately made on a
subjective basis, which may increase the likelihood of default by the purchaser
of a Vehicle under a Contract.

(vi) Repossession; Notice of Sale; Redemption Rights. In the event of
default by Vehicle purchasers, the holder of the retail installment sale
contract has all the remedies of a secured party under the Uniform Commercial
Code, except where specifically limited by other state laws, including the right
to repossession through self-help. The Uniform Commercial Code and other state
laws place restrictions on repossession sales, including requirements that the
secured party provide the debtor with reasonable notice of the date, time and
place of any public sale and/or the date after which any private sale of the
collateral may be held. The debtor has the right to redeem the collateral prior
to actual sale by paying the secured party the delinquent principal balance of
the obligation plus reasonable expenses for repossessing, holding, and preparing
the collateral for disposition and arranging for its sale, plus, in some
jurisdictions, reasonable attorneys' fees, or by payment of the unpaid balance.

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<PAGE> 13

In several cases, consumers have asserted that the self-help remedies of
secured parties under the Uniform Commercial Code and related laws violate the
due process protections provided under the 14th Amendment to the Constitution of
the United States. Courts have generally upheld the notice provisions of the
Uniform Commercial Code and related laws as reasonable or have found that the
repossession and resale by the creditor does not involve sufficient state action
to afford constitutional protection to consumers.

(vii) Deficiency Judgments and Excess Proceeds. The proceeds of resale of
the Vehicles generally will be applied first to the expenses of resale and
possession and then to the satisfaction of the indebtedness. Although some
states impose prohibitions or limitations on deficiency judgments if the net
proceeds from resale do not cover the full amount of the indebtedness, a
deficiency judgment can be sought in those states that do not prohibit or limit
such judgments. However, the deficiency judgment would be a personal judgment
against the obligor for the short fall, and a defaulting obligor can be expected
to have very little capital or sources of income available following
repossession. Therefore, in many cases, it may not be useful to seek a
deficiency judgment or, if one is obtained, it may be settled at a significant
discount.

Occasionally, after resale of a Vehicle and payment of all expenses and
indebtedness, there is a surplus of funds. In these cases, the Uniform
Commercial Code requires the lender to remit the surplus to any holder of a lien
with respect to the Vehicle or, if no such lien holder exists or there are
remaining funds, the Uniform Commercial Code requires the lender to remit the
surplus to the former owner of the Vehicle.

(viii) Consumer Protection Laws. Numerous Federal and state consumer laws
and related regulations impose substantial requirements upon lenders and
services involved in consumer finance. These laws include the Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the
Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's
Regulations "B" and "Z," the Texas Consumer Credit Code, state adaptations of
the National Consumer Act and of the Uniform Consumer Credit Code (the "UCCC"),
and state sales finance and other similar laws. Also, state laws impose finance
charge ceilings and other restrictions on consumer transactions and require
contract disclosures in addition to those required under Federal law. These
requirements impose specific statutory liabilities upon creditors who fail to
comply with their provisions. In some cases, this liability could affect an
assignee's ability to enforce consumer finance contracts such as the Contracts
and in some cases could result in additional liability on the part of the
Contract holder.

The so-called "Holder-in-Due-Course" Rule of the Federal Trade Commission
(the "FTC Rule"), the provisions of which are generally duplicated by the UCC,
other state statutes or the common law, has the effect of subjecting a seller
(and certain related lenders and their assignees) in a consumer credit
transaction and any assignee of the Seller to all claims and defenses which the
debtor in the transaction could assert against the seller of the goods.
Liability under the FTC Rule is limited to the amounts paid by a debtor under
the contract, and the possible forfeiture of any balance remaining due
thereunder from the debtor.

Most of the Contracts will be subject to the requirements of the FTC Rule.
Accordingly, the Corporation, as holder of the Contracts, will be subject to any
claims or defenses that the purchaser of the related financed Vehicle may assert
against the seller of the Vehicle. Such claims are limited to a maximum
liability equal to the amounts paid by the obligor on the Contract.

The Seller will warrant under the Agreement that each Contract complies
with all requirements of law in all material respects. Accordingly, if an
obligor has a claim against the Corporation for violation of any law and such
claim materially and adversely affects the Corporation's interest in a Contract,
such violation would constitute a breach of warranty under the Agreement and
would create an obligation of the Seller to repurchase the Contract unless the
breach is cured.

(ix) Other Limitations. In addition to laws limiting or prohibiting
deficiency judgments, numerous other statutory provisions, including Federal
bankruptcy laws and related state laws, may interfere with or affect the ability
of a secured party to realize upon collateral and/or to enforce a deficiency
judgment. For example, in a Chapter 13 proceeding under the Federal Bankruptcy
Code, a court may prevent a lender from repossessing a motor vehicle and, as
part of the rehabilitation plan, reduce the amount of the secured

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<PAGE> 14

indebtedness to the market value of the Vehicle at the time of bankruptcy,
leaving the lender as a general unsecured creditor for the remainder of the
indebtedness. A bankruptcy court may also reduce the monthly payments due under
a contract or change the rate of interest and time of repayment of the
indebtedness.

c. Payments on the Contracts; Value of Collateral. The Corporation may be
subject to delays in payments or losses on the Contract and, if other assets of
the Corporation are insufficient to meet the Corporation's obligations on the
Notes, the Note Holders may be subject to delays in payments or losses on the
Notes, as a result of defaults or delinquencies by obligors on the Contracts.

There is no assurance that the market value of the Contracts, the Vehicles
if repossessed and other collateral pledged to secure the Notes will at any time
be equal to or greater than the aggregate principal amount of the Notes then
outstanding, plus accrued interest thereon. In the event that the Corporation
must rely on repossession and resale of Vehicles securing Contracts that are in
default to recover principal and interest due thereon, the risk factors
described above may limit the ability of the Corporation to realize value upon
repossession of the Vehicle, to obtain a deficiency judgment or to realize the
full amount due on the Contract. For example, if the IRS has a lien on and
custody of a Vehicle, the Vehicle cannot be repossessed. Thus, the Corporation's
only remedy would be to sue the Vehicle owner. If an auto mechanic has a
mechanicman's lien on and custody of the Vehicle, the proceeds of any sale of a
Vehicle upon repossession must first be paid to the mechanic, with the
Corporation realizing only the excess sale proceeds, if any. If a Vehicle owner
declares bankruptcy, any deficiency judgment against such owner would be
discharged. If the Note Holders' security interest in a Contract were not
perfected or were defeated; for example, by a failure to deliver the Contracts
to the Custodian, payments due under the Contracts would not be available to
meet interest or principal obligations under the Notes. Therefore, upon an Event
of Default with respect to such Notes, the proceeds of any sale of such
Contracts, Vehicles and the other Collateral may be insufficient to pay in full
the principal of and interest on such Notes.

d. No Rating of the Notes

The Notes will not be rated by any rating agency.

e. Non-Self-Amortizing Loans

The Notes do not provide for the amortization of any of the principal
amount prior to maturity. Such Notes involve greater risks than loans in which
the principal amount is amortized over the term of the loan because the ability
of the Corporation to repay at maturity the outstanding principal amount of such
loans is dependent upon the Corporation's ability to operate at a profit,
including collecting all principal and interest due on the Contracts.

f. Limitations on Enforceability

The enforceability of the Notes is subject to laws relating to bankruptcy,
insolvency and other laws affecting the enforceability of creditors' rights
generally. There is no assurance that any of these laws will not operate to
impair the enforceability of the Notes.

g. Prepayment of Notes

The Corporation may prepay the Notes in whole or in part at any time
without penalty.

h. Loss on Notes

If a Note Holder suffers a loss on his Notes, it may be treated as a
capital rather than an ordinary loss, which may affect the manner in which such
loss may be utilized for tax purposes.

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i. No Interest in the Corporation

A NOTE HOLDER WILL NOT ACQUIRE OR OBTAIN ANY BENEFITS WHICH MIGHT ACCRUE
THROUGH AN EQUITY INTEREST IN THE CORPORATION BY A PURCHASE OF NOTES.

2. COMPETITION FOR ACQUISITION OF CONTRACTS

The automobile finance business is very fragmented and highly competitive.
The Corporation believes that there are numerous competitors providing, or
capable of providing, financing through dealers to purchasers of automobiles.
Because the Corporation purchases Contracts from dealers that provide financing
to borrowers who do not qualify for traditional financing, the Corporation does
not believe that it competes with most commercial banks, savings and loans,
credit unions, financing arms of automobile manufacturers and other consumer
lenders that apply more traditional lending criteria to the credit approval
process. Historically, these traditional sources of used automobile financing
(some of which are larger, have significantly greater financial resources and
have relationships with captive dealer networks) have not consistently served
the Corporation's market segment. If such a competitor were to enter the
Corporation's market segment, the Corporation could be materially adversely
affected. The sub-prime market is highly fragmented and is served by many
non-traditional consumer finance sources. During the past few years, numerous
finance companies operating in the sub-prime market have completed public
offerings of securities to enable them to finance expansion. To the extent that
these and other companies expand their activities in the market served by the
Corporation, the competition for dealer relationships and suitable Contracts in
that market will intensify and could have an adverse effect on the Corporation.

3. INDUSTRY TRENDS

Over the past several years, lenders in the sub-prime market have
experienced increased rates of delinquency, default and credit losses.
Management believes this is due in part to the maturation of the young sub-prime
lending industry, the current weakening trend of the consumer credit market,
attempts by lenders to determine the correct balance between risk and reward,
and the effect of additional competition on the marketplace. If this trend
continues, the Corporation may experience increased credit losses. See
"Management's Discussion and Analysis of Financial Conditions and Results of
Operation".

4. CHANGES IN CONTRACT ACQUISITION CRITERIA

Due primarily to increased competition in the industry and other industry
trends described above, the Corporation may review and change its criteria by
which it selects Contracts for acquisition. For example, Contracts with higher
amounts financed, in most cases in excess of the wholesale value of the
underlying Vehicle, are currently being acquired. In addition, the Corporation
is paying to the Dealers a higher percentage of the amount financed under the
Contracts. To the extent there are future similar refinements in Contract
acquisition criteria, the Corporation may acquire Contracts with a greater risk
of loss than those currently in its portfolio. See "Business -- Policies on
Contract Acquisition". The Corporation will continue to review its lending
criteria and reserves the right to change such criteria as it deems appropriate.

5. PRIOR CONDITION AND PERFORMANCE NO INDICATION OF FUTURE RESULTS

Certain additional information is presented herein concerning the financial
condition and performance of FACT. An investor in this offering is not making an
investment in FACT. There is no assurance that the financial condition and
performance of the Corporation will be consistent with prior or future financial
condition or performance of FACT. Further, there is no assurance that future
financial condition or performance of the Corporation will be similar to that
experienced in the past. No Investor should acquire Notes based on any contrary
assumption.

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6. REGULATION

The Corporation's business is subject to regulation and licensing under
various federal, state and local statutes, regulations and ordinances. The
Corporation anticipates conducting business with Dealers located in Florida,
Georgia and Alabama, and, accordingly, the laws and regulations of such states
govern the Corporation's operations. Most states where the Corporation intends
to operate: (i) limit the interest rate and other charges that may be imposed
by, or prescribe certain other terms of, the Contracts that the Corporation
purchases; (ii) regulate the sale and type of Insurance Products offered by the
Corporation and the insurers for which it acts as agent; (iii) regulate, and in
certain cases prohibit, the sale of Gap Protection and (iv) define the
Corporation's rights to repossess and sell collateral. In addition, the
Corporation is required to be licensed to conduct its finance operations in two
of the three states in which the Corporation currently purchases Contracts. As
the Corporation expands its operations into other states, it will be required to
comply with the laws of such states. The Corporation's agreements with Dealers
will provide that the Dealer shall indemnify the Corporation with respect to any
loss or expense the Corporation incurs as a result of violations by the Dealer
of any federal, state or local consumer credit and insurance laws, regulations
or ordinances.

The Corporation is subject to numerous federal laws, including the Truth in
Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act
and the rules and regulations promulgated thereunder, and certain rules of the
Federal Trade Commission. These laws require the Corporation to provide certain
disclosures to Applicants, prohibit misleading advertising and protect against
discriminatory financing or unfair credit practices. The Truth in Lending Act
and regulation Z promulgated thereunder require disclosure of, among other
things, the terms of repayment, the final maturity, the amount financed, the
total finance charge and the annual percentage rate charged on each retail
installment contract. The Equal Credit Opportunity Act prohibits creditors from
discriminating against loan applicants (including retail installment contract
obligors) on the basis of race, color, sex, age or marital status. Under the
Equal Credit Opportunity Act, creditors are required to make certain disclosures
regarding consumer rights and advise consumers whose credit applications are not
approved of the reasons for the objection. The Fair Credit Reporting Act
requires the Corporation to provide certain information to consumers whose
credit applications are not approved on the basis of a report obtained from a
consumer reporting agency. The rules of the Federal Trade Commission limit the
types of property a creditor may accept as collateral to secure a consumer loan
and its holder in due course rules provide for the preservation of the
consumer's claim and defenses when a consumer obligation is assigned to a
subject holder. With respect to used vehicles specifically, the Federal Trade
Commission's Rule on Sale of Used Vehicles requires that all sellers of used
vehicle prepare, complete and display a Buyer's Guide which explains any
applicable warranty coverage for such vehicles. The Credit Practices Rule of the
Federal Trade Commission imposes additional restrictions on loan provisions and
credit practices.

Several states and the federal government have enacted "lemon laws" and
similar statutes containing protections for purchasers of automobiles. The
application of these statutes may give rise to a claim or defense by an obligor
against a dealer from or through whom such obligor purchased such automobile.
These statutes apply to Contracts purchased by the Corporation as well as to
Contracts originated by the Corporation in connection with the sale of used
automobiles. The Corporation may be required to cancel Contracts with an obligor
who successfully asserts such a claim or defense, and while the Corporation
would have a claim against the Dealer if the subject Contract had been purchased
by the Corporation, there can be no assurance that the Corporation will be made
whole in every case in which the obligor successfully asserts such rights. The
number and amounts of Contracts with respect to which obligors have asserted
such claims or defenses have been immaterial.

The Uniform Commercial Code, which has been adopted in all states in which
the Corporation will acquire Contracts, will govern the manner in which the
Corporation can acquire and resell collateral which has been pledged as security
for the Notes. The statutes may inhibit the Corporation's ability to acquire and
sell at a profit any such collateral security.

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<PAGE> 17

7. NO MARKET; LIMITED TRANSFERABILITY OF NOTES

No public or other market for the Notes exists and there can be no
assurance that one may develop in the future. Because the Notes are subject to
certain restrictions on their transfer and because there is a lack of a market
for the Notes, Note Holders should purchase the Notes only as a long-term
investment, as they may not be able to liquidate their investment in the Notes
in the event of an emergency or for any other reason.

8. GENERAL RISKS

a. Size of Corporation

The Corporation will be funded with the proceeds from the sale of the
Notes. In the event the Corporation sells less than the 9,900 Notes offered
hereunder, there will be a smaller and less diversified portfolio of Contracts
as Collateral, Note Holders will bear a higher proportional share of
Organizational Costs per Note thereby reducing the net proceeds available for
purchase of Contracts, and Note Holders may have an increased risk of loss. See
"Sources and Uses of Proceeds."

b. Control of the Corporation; Provisions Affecting Control

David A. Johnston, the President of the Corporation, beneficially owns 100%
of the shares of the Corporation and has effective control of the Corporation
and is able, among other things, to elect the Board of Directors of the
Corporation and direct the affairs of the Corporation. See "Description of other
Securities."

c. Concentration

Depending on the amount of Net Proceeds actually raised, the Corporation
may only be able to acquire a limited number of Contracts. Any resulting lack of
diversity in the type or number of Contracts acquired by the Corporation may
increase the risk of loss to the Corporation and the Note Holders.

d. Investment of Proceeds

The success of the Corporation, in large part, depends on its ability to
keep its assets continuously invested in Contracts. The Corporation may be
unable to keep the maximum anticipated percentage of its assets so invested,
which may result in lower rates of return from the investment of its assets in
other permitted investments.

e. Reliance on and Experience of Management; No Voting Rights; Competition by
the Corporation with Affiliated Corporations for Management Services

The Corporation's day-to-day affairs including, but not limited to,
evaluating the Contracts, determining which Contracts are to be purchased,
effecting Contract purchases, collecting and turning over to the Corporation for
direct deposit into the Corporation's bank account the payments on the
Contracts, securing releases of liens on the Vehicles and pursuing remedies for
Contract breaches and making payments due on the Notes to Note Holders from
funds provided by the Corporation, will be administered entirely through and
decisions with respect thereto will be made exclusively by the Corporation with
assistance from FACT and Park Finance of Broward, Inc., pursuant to consulting
arrangements. All employees of the Corporation are leased to the Corporation by
FACT under the Consulting Agreement. The officers and directors of the
Corporation are also officers and directors of the Affiliated Corporations,
including FACT. The success of the Corporation will, to a large extent, depend
on the quality of the services provided by FACT, its management and employees,
particularly as it relates to evaluating the merits of proposed investments.
Note Holders have no voting rights and no right or power to take part in the
management of the Corporation or FACT. Accordingly, no person should purchase
any of the Notes offered hereby unless he is willing to entrust all aspects of
the management and control of the business of the Corporation to the Directors
and the officers and to FACT, its officers, directors and employees. See
"Management" and "Business -- First American Capital Trust -- Consulting
Agreement."

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<PAGE> 18

Management of the Corporation and management and employees of FACT will
devote only so much of their time to the business of the Corporation as in their
judgment is reasonably required. Management of the Corporation and management
and employees of FACT will have conflicts of interest in allocating management
time, services and functions between this Corporation and FACT. Management of
the Corporation and management of FACT believe that they have sufficient staff
personnel to be fully capable of discharging their responsibilities to all
entities they have organized.

All overhead costs, at actual cost without any profit return or similar
additional cost, including those of FACT management and employees available to
work on the business of the Corporation, are recorded at the FACT level and
allocated to the Corporation based on the following:

1. Personnel Involved in Securities Offerings. Salaries and other
overhead costs and travel costs and expenses of marketing representatives
engaged in the business of securing agreements with Participating Dealers
will be allocated monthly among the Corporation and the Affiliated
Corporations based upon the amount of offering proceeds received by each
during such month. None of these costs and expenses will be paid from the
proceeds of this offering, but rather will be paid from cash flow generated
from the operations of the business of the Corporation. The Corporation
anticipates that the amount paid will approximate $6,000 per month during
the offering period and will cease thereafter.

2. Administrative Costs. Administrative costs primarily consist of
management and employee salary and benefits, equipment, rent and utilities
at the FACT home office in Clearwater, Florida. These administrative costs,
which are primarily associated with servicing of Contracts, will be
allocated monthly pro rata based upon the total number of Contracts of the
Corporation and the number of Contracts outstanding for the Corporation.
The Corporation anticipates that the amount paid will approximate $10-$15
per month per outstanding Contract. The Corporation anticipates that there
will be approximately 1,150 outstanding Contracts assuming the sale of all
Notes offered hereunder.

3. Loan Origination Costs. Loan origination costs primarily consist
of management and employee salary and benefits, rent, utilities and credit
investigation at the FACT office. Loan origination costs will be allocated
monthly pro rata based upon the total number of Contracts acquired by the
Corporation each month and the number of Contracts acquired by the
Corporation. The Corporation anticipates that the amount paid will
approximate $100-$175 per Contract acquired. The Corporation anticipates
acquiring approximately 1,150 Contracts per month during the initial
investment of proceeds and 45-60 Contracts per month thereafter.

The negotiation of the terms of this cost sharing arrangement involved
conflicts of interest and was determined without arms'-length bargaining between
unrelated parties. Offering expenses such as legal, accounting and printing and
other similar expenses as set forth in "Use of Proceeds" will not be allocated
or otherwise paid except from the proceeds of sale of Notes. See "Use of
Proceeds."

As of the date of this Prospectus, there were 12 employees of FACT
available to work on the business of the Corporation, three of whom are
management and nine of whom are administration. The loss of the services of
these individuals could materially adversely affect the business of the
Corporation. FACT has employment agreements with all employees, which contracts
can be terminated upon 30 days prior notice.

f. Unidentified Investments

The uncertainly and risk of an investment in the Notes is increased to the
extent that investors are unable to evaluate for themselves the economic merit
of Contracts. Although the Corporation with assistance from FACT and Park
Finance of Broward, Inc. ("Park Finance") is currently seeking suitable
Contracts, no agreement or understanding has been reached for any specific
Contracts. Investors must depend solely upon the ability of management of FACT
with respect to the selection of Contracts. See "Management" for a description
of the experience of management of FACT. There can be no assurance that the
Corporation will be successful in using all of the proceeds of the offering to
acquire Contracts. The inability of the Corporation to find suitable Contracts
to acquire with the proceeds of this offering may result in delays in investment
of such proceeds and in the receipt by investors of a return, if any, from such
investments.

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g. Fixed Expenses

Operating Expenses of the Corporation, including certain compensation which
may be paid to management and the Agent, must be met regardless of the
Corporation's profitability. See "Business" and "Management." Accordingly, it is
possible that the Corporation may be required to borrow funds or liquidate a
portion of its investments in order to pay its expenses or to make the required
payments to Note Holders. There can be no assurance that such funds will be
available to the extent, and at the time, required by the Corporation.

h. Investment Company Act of 1940

The Directors intend to conduct the operations of the Corporation so that
it will not be subject to regulation under the Investment Company Act of 1940.
Among other things, they will attempt to monitor the proportion of the
Corporation's portfolio which is placed in various investments so that the
Corporation does not come within the definition of an investment company under
such Act. As a result, the Corporation may have to forego certain investments
which would produce a more favorable return to the Corporation.

9. SECURITIES LAW LIABILITIES

Management of the Corporation and its affiliates have in the past and may
in the future organize offerings of similar investment programs. Such programs
were not and may not be registered or qualified under federal or state
securities laws. There is no assurance that Management and its affiliates may
not incur liabilities in the future or as a result of such activities, in which
event they may not be able to carry out the management functions assumed with
respect to the Corporation, and the capital of the Corporation might also be
adversely affected.

10. RELIANCE ON FACT AND PARK FINANCE

The Corporation's day-to-day affairs will be administered entirely through
and decisions with respect thereto will be made exclusively by management and
employees leased from FACT pursuant to the consulting arrangement.

The Corporation's ability to implement its strategy for continued growth
depends on FACT's and Park Finance's ability to continue to expand the size and
quality of the base of automobile dealers originating Contracts for purchase by
the Corporation. Expansion of FACT's dealership base requires FACT to market its
services aggressively, to provide financing programs that are attractive to
dealers and to furnish ongoing service of a quality sufficient to maintain
satisfactory dealer relationships. Unfavorable changes in the economic or
competitive environment, or other occurrences resulting in the erosion of the
present and prospective dealership base, could adversely affect the
Corporation's operations and impair its ability to achieve continued expansion.
See "Business."

The Corporation's ability to sustain continued growth is also dependent on
FACT's and Park Finance's capacity to evaluate, finance and administer
increasing volumes of Contracts of suitable yield and credit quality.
Accomplishing this on a cost-effective basis is largely a function of the
ability to manage the credit evaluation process to assure adequate portfolio
quality and to provide competent, attentive and efficient servicing. Because the
Corporation operates solely in the sub-prime segment of the automobile finance
market, serving borrowers who are particularly vulnerable to unemployment,
adverse changes in the economy could adversely impact the creditworthiness of
those borrowers, diminish the availability of suitable Contracts and impair
FACT's ability to accumulate increasing volumes of Contracts without
compromising credit quality.

There is a Consulting Agreement between the Corporation and FACT and Park
Finance, which Agreement may be terminated by either party without cause upon 15
days notice. See "Business." In the event such agreement were terminated, the
Corporation would quickly have to find alternative management. There is no
assurance that the Corporation could successfully timely locate such new
management, which

17
<PAGE> 20

could adversely affect operations, which could adversely affect payments due on
the Notes. The officers and directors of the Corporation are also officers and
directors of FACT and Park Finance.

As of the date of this Prospectus, there were 12 employees of FACT
available to provide services to the Corporation under the Consulting Agreement
(See, "Business -- First American Capital Trust of Florida, Inc.") three of whom
are management and nine of whom are administration. The loss of the services of
these individuals could materially adversely affect the business of the
Corporation, which could reduce funds available to make payments on the Notes.
FACT has employment agreements with all employees, which contracts can be
terminated upon 30 days prior notice.

The success of the Corporation will, to a large extent, depend on the
quality of the services provided by FACT, its management and employees,
particularly as it relates to evaluating the merits of proposed Contracts and
performing loan servicing and servicing of other obligations. Note Holders have
no voting rights and no right or power to take part in the management of the
Corporation or FACT. Accordingly, no person should purchase any of the Shares of
Preferred Stock offered hereby unless he is willing to entrust all aspects of
the management and control of the business of the Corporation to FACT, its
officers, directors and employees. See "Management."

11. PAYMENTS TO FACT

All overhead costs, at actual cost without any profit return or similar
additional cost, including those of FACT management and employees available to
provide services to the Corporation under the Agency Agreement (See,
"Business -- FACT OF WEST FLORIDA, INC"), are recorded at the FACT level and
allocated to the Corporation and other Affiliated Corporations based on a cost
sharing arrangement, the negotiation of which involved conflicts of interest and
was determined without arms'-length bargaining between unrelated parties, which
could reduce funds otherwise available to make payments on the Shares of
Preferred Stock. Further, operating expenses of the Corporation, must be met
regardless of the Corporation's profitability. For example, the Agency Agreement
requires all payments described in this Prospectus to be paid, with no provision
for reduction or elimination of such payments based upon the profitability of
the Corporation. See "Business -- First American Capital Trust of Florida,
Inc. -- Agency Agreement." Accordingly, it is possible that the Corporation may
be required to borrow funds or liquidate a portion of its investments in order
to pay its expenses. There can be no assurance that such funds will be available
to the extent, and at the time, required by the Corporation.

12. ECONOMIC FACTORS AFFECTING DELINQUENCIES

Most of the automobile purchasers in the sub-prime market segment are
hourly wage-earners with little or no personal savings. In most cases such
purchasers' ability to remit payments as required by the terms of the Contracts
is entirely dependent on their continued employment, and job losses will quickly
result in defaults on their consumer debts. A prolonged economic recession
resulting in widespread unemployment in this wage-earning sector could cause a
significant rise in delinquencies and charge-offs, which would adversely affect
the Corporation.

13. LIMITED DIVERSIFICATION OF BUSINESS

The Corporation's business will not be diversified in that it will own only
the Contracts. In the event of an economic recession in the area in which the
makers of the Contracts are located, the Corporation's ability to realize income
from its operations may be adversely affected, which may affect the
Corporation's ability to make distributions to Note Holders.

14. NO OPERATING HISTORY; ANTICIPATED RESULTS OF CONTINUING OPERATION

Although FACT has a significant operation history in a similar businesses,
the Corporation has had no significant operations since inception. The success
of the Corporation and its ability to make payments to the Note Holders is
dependent upon the extent to which the Corporation is able to acquire and
collect successfully

18
<PAGE> 21

on the Contracts. There is no assurance that the Corporation will be able to
acquire and to collect on all or a majority of the Contracts, if any, to provide
sufficient proceeds to make payments to Note Holders.

The Corporation anticipates experiencing negative interest income and net
operating losses in the initial stages of operation. These losses would
primarily be the result of the delay between the time subscription proceeds are
received from investors and the time the Corporation commences to receive
interest payments under the Contracts acquired with such funds. Thus, in the
initial stages of the Corporation's operation, interest accrued on the Notes
will exceed revenues received as interest payments under the Contracts acquired.
As the proceeds of the offering become fully invested, the Corporation
anticipates receiving interest payments on the Contracts significantly in excess
of interest which will accrue on the Notes.

15. DETERMINATION OF OFFERING PRICE OF NOTES

The price and amount of Notes offered by the Corporation has been
established arbitrarily and bears no relationship to its asset value, book
value, net worth or any other established criteria of value or to the earning
potential of the Corporation or the Notes.

16. COMPETITION BY THE CORPORATION WITH OTHER AFFILIATED CORPORATIONS

Management may engage for its own account, or for the account of others,
including other public or private entities, in other business ventures, and
neither the Corporation nor the Note Holders shall be entitled to any interest
therein. Management has in the past and may form in the future other entities,
some of which may have the same investment objectives as the Corporation.

17. INCREASE IN TRUSTEE REIMBURSEMENT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT

The Indenture of Trust provides that, in addition to the fee of $ per
year to be paid to the Trustee, upon the occurrence of an Event of Default as
defined in the Indenture of Trust or Security Documents, the Trustee will
receive an additional fee of $ per hour for time incurred in rendering his
duties as Trustee. If such an Event of Default occurs, there is no assurance
that the Trustee will not be required to expend a significant amount of time in
exercising his duties as Trustee, and the resulting compensation paid to the
Trustee will reduce funds available to satisfy the Notes.

18. TRUST INDENTURE ACT OF 1939

The Notes will be sold pursuant to an exemption from the indenture
qualification provisions of the Trust Indenture Act of 1939. Accordingly, the
Indenture of Trust may not contain all provisions that would be required if the
Indenture were subject to the provisions of the Trust Indenture Act of 1939.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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<PAGE> 22

SOURCES AND USES OF PROCEEDS

The following table sets forth the estimated application by the Corporation
of the anticipated proceeds of the sale of Notes.

<TABLE>
<CAPTION>
MAXIMUM
----------------------
(9,900 Notes)
AMOUNT PERCENT
---------- -------
<S> <C> <C>
USE OF PROCEEDS:
Purchase of Contracts................................................. $9,042,500 91.3%
Sales Commissions and Concessions(1).................................. 495,000 5%
Due Diligence Reimbursement and Non-Accountable Expense
Allowance(2)....................................................... 247,500 2.5%
Organization and Offering Expenses(3)................................. 115,000 1.2%
---------- ----
TOTAL USE OF PROCEEDS......................................... $9,900,000 100%
========== ====
</TABLE>

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

(1) The Corporation will pay the Participating Dealers a selling commission of
up to 5.0% of the offering price ($50 per Note) for all Notes sold. See
"Underwriting."
(2) This amount includes reimbursement for actual due diligence expenses which
may be paid to the Participating Dealers in amount up to .5% per Note ($5
per Note) and payments which may be made to Participating Dealers by the
Corporation as a Non-Accountable Expense Allowance not to exceed 2.0% of
the offering price per Note ($20 per Note). See "Underwriting."
(3) This amount includes legal and other offering costs. Because these costs are
essentially fixed regardless of the amount of Notes sold, to the extent
less than the maximum Notes are sold, Note Holders will bear a higher
proportional amount of these costs per Note, thereby reducing the net
proceeds available for purchase of Contracts.

The Corporation believes it will be able to satisfy its cash requirements
for the foreseeable future if it does not expand its business by acquiring
additional Contracts. If the Corporation desires to acquire additional Contracts
beyond those which can be acquired with the proceeds of this offering, it will
need to raise additional funds in the following twelve months. There is no
assurance the Corporation will seek or secure additional funds to acquire
additional Contracts. Management does not believe that Investors in this
offering will be adversely affected if the Corporation is not able to expand its
business by acquiring additional Contracts.

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<PAGE> 23

BUSINESS

The Corporation purchases retail motor vehicle installment sale contracts
(the "Contracts") originated in connection with the financing of new and used
automobiles and light-duty trucks (the "Vehicles"), including all rights to
receive payments thereunder and security interests in the Vehicles, and collects
the principal and interest due on such Contracts. The Corporation's day-to-day
affairs including, but not limited to, evaluating the Contracts, determining
which Contracts are to be purchased, effecting Contract purchases, delivering
Contracts to the Custodian, collecting and turning over to the Corporation for
direct deposit into the Corporation's bank account the payments on the
Contracts, securing releases of liens on the Vehicles, preparing checks of the
Corporation for interest and principal payment on the Notes and mailing such
checks to Note Holders, preparing checks of the Corporation for payment of other
obligations, including FACT and Park Finance of Broward, Inc. under the
Consulting Agreement and pursuing remedies for Contract breaches, will be
administered entirely through and decisions with respect thereto will be made
exclusively by the Corporation with the assistance of FACT and Park Finance of
Broward, Inc. No funds of the Corporation are deposited or kept in any
commingled account with funds of FACT or any other person or entity.

INDUSTRY

The automobile finance industry is the second largest consumer finance
market in the United States, estimated by the Consumer Bankers' Association to
have been a $325 billion market in terms of outstanding automobile installment
credit at the end of 1994. Most automobile financing is provided by captive
finance subsidiaries of major automobile manufacturers, banks, thrifts, credit
unions and independent finance companies such as the Corporation. The overall
industry is generally segmented according to the type of vehicle sold (new vs.
used), the nature of the dealership (franchised vs. independent) and the credit
characteristics of the borrower (prime vs. sub-prime). The Corporation believes
that the vast majority of the automobile financing that is being provided by
captive finance companies and financial institutions tends to be for new
vehicles purchased by borrowers with sound credit profiles. On the other hand,
the independent finance companies generally tend to serve the sub-prime market.
The sub-prime market is comprised of individuals who are relatively high credit
risks and who have limited access to traditional financing sources, generally
due to unfavorable past credit experience, or limited financial resources and/or
the absence or limited extent of prior credit history. Although precise data is
unavailable, the Corporation estimates that the sub-prime market comprises
approximately 45% to 55% of the total domestic automobile finance market.

DEALER BASE

General. The Corporation purchases Contracts from the new and used car
departments of dealers operating under franchises from the major automobile
manufacturers, as well as independent used automobile dealers. The dealers are
selected on the basis of financial strength, experience and integrity of
management, stability and longevity of ownership, popularity of product line in
the Corporation's consumer market, and the expected quality and quantity of loan
volumes. The volume and frequency of Contract purchases from particular dealers
will vary widely with the size of the dealerships as well as market and
competitive factors in the various dealership locations.

Location of Dealers. Approximately 90% of the dealers with whom FACT has
agreements are located in Florida. The Corporation anticipates that its
percentages will be comparable. The Corporation may try to expand its dealer
base primarily in the southeast United States, but may expand further depending
upon market conditions and its ability to secure additional financing.

An Agreement with a dealer will be entered into only after the soundness of
its business is determined. the Corporation may conduct credit investigations,
independent interviews with state regulatory agencies and inquiries to local
civic and community organizations to aid in this determination. Agreements with
dealers and volume of Contracts purchased will be developed on an ongoing basis.

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<PAGE> 24

DEALER FINANCING PROGRAM

The Corporation's agreements with its originating dealers are non-exclusive
and no "sign up" fees are charged to the dealers. The dealer sells Contracts to
the Corporation at a negotiated price and the dealer retains no further credit
risk or interest in the collections from the Contracts sold. Fees paid related
to the purchase of Contracts include premiums for certain types of third party
insurance, such as Mechanical Breakdown Insurance.

FACT has dealership agreements with approximately 30 dealers in 5 states.
These are nonexclusive agreements terminable at any time by either party, and
they require no specific volume levels. The Contracts are purchased at par or at
prices that may reflect a discount. The agreements contain customary
representations and warranties concerning title to the Contracts sold, validity
of the liens on the underlying vehicles, compliance with applicable laws and
related matters. Although the dealers are obligated to repurchase Contracts
which do not conform to these warranties, the dealers do not guarantee
collectability or obligate themselves to repurchase Contracts solely because of
payment default. The Corporation intends to utilize such types of agreements
with its dealers.

General. In connection with the origination of a Contract for purchase by
the Corporation, the Corporation will follow systematic procedures designed to
manage risks. This involves a process whereby the creditworthiness of the
borrower and the terms and amount of the proposed transaction are evaluated and
either approved, declined or modified by the branch manager and the loan
documentation and collateralization is reviewed by the branch. During the course
of this process, the branch personnel coordinate closely with the finance and
insurance departments of the dealers tendering Contracts.

Credit Review. In a typical transaction, when a dealer receives a credit
application from a potential customer, the dealer will forward the application
and supporting data to FACT for review. The FACT personnel working for the
Corporation will assess the information received and obtain one or more credit
bureau reports. This data is evaluated in light of FACT's employees'
experience-based criteria relating to such matters as residential status,
income, personal debt service requirements, employment tenure, the nature and
frequency of past credit problems and other factors regarded as relevant.

In addition to its review of the customer's personal creditworthiness, the
Corporation will consider the suitability of a proposed loan in light of the
proposed loan term and the conformity of the proposed collateral coverage to the
Corporation's loan advance standards. Under current Contract acquisition
policies, which may be modified at any time (see "Risk Factors -- Changes in
Contract Acquisition Criteria"), the loan term is currently limited to 60 months
for new and used vehicles based on the age of the vehicle and the amount
financed in relation to published wholesale value. The Corporation will in most
cases finance used Vehicles that do not exceed five model years in age or 90,000
miles. The Corporation's loan advance standards are intended to assure that the
amount financed is reasonable in relation to the estimated liquidation value of
the vehicle. However, in most cases, the initial amount financed is in excess of
such liquidation value.

Funding. When a Contract tendered by a dealer has been reviewed and
approved by the Corporation, or when the dealer has resubmitted a previously
tendered Contract with modifications responsive to requested changes, the
Contract will be purchased only after the underlying documentation is in a form
acceptable to the branch. Under these procedures, the originating dealer submits
a standardized "loan package" relating to each Contract, which includes the
original credit application, the original installment contract/security
agreement evidencing the Contract, all documentation necessary to verify the
status of title to the financed Vehicle and the perfection of liens securing the
Contract, evidence of physical damage insurance and other documentation
reflecting the assignment of the Contract to the Corporation.

The loan packages are reviewed by the Corporation's personnel to confirm
the vehicle identification and registration status, to assure that loan and
payment amounts, annual percentage rates and other information is accurately
reflected; to verify signatures and to confirm that title and insurance
documentation is in order. The branch personnel also confirm that any
modifications to the terms and conditions of the proposed loan previously
requested by the branch are reflected in the documentation submitted by the
dealer. When a loan

22
<PAGE> 25

package is found to be in order and any discrepancies have been rectified, the
branch manager authorizes the funding and purchase of the Contract.

Credit and Compliance Review. Soon after the purchase of the Contract, the
Corporation's centralized credit and compliance department reviews the loan
package (i) to confirm the vehicle identification and registration status, (ii)
to assure that loan and payment amounts, annual percentage rates and other
information are accurately reflected, (iii) to verify signatures and compliance
with the Corporation's guidelines and policies, (iii) to ascertain general
credit worthiness in light of the Corporation's experience-based criteria, and
(iv) to determine that the amount financed is reasonable in relation to the
estimated liquidation value of the vehicle.

PORTFOLIO CHARACTERISTICS

General. In selecting Contracts for inclusion in the Corporation's
portfolio, the Corporation seeks to identify Vehicle purchasers whom it regards
as creditworthy despite credit histories that limit their access to traditional
sources of consumer credit. In addition to personal credit qualifications, the
Corporation will attempt to assure that the characteristics of the automobile
sold and the terms of the sale are likely to result in a consistently performing
Contract. These considerations include amount financed, monthly payments
required, duration of the loan, age of the automobile, mileage on the automobile
and other factors.

Customer Profile. The Corporation's primary goal in credit evaluation is
to select Contracts arising from sales to customers having stable personal
situations, predictable incomes and the ability and inclination to perform their
obligations in a timely manner. Many of the Corporation's customers are persons
who have experienced credit difficulties in the past by reason of illness,
divorce, job loss, reduction in pay or other adversities but who appear to the
Corporation to have the capability and commitment to meet their obligations.
Through its credit evaluation process, the Corporation will seek to distinguish
these persons from those applications who are chronically poor credit risks.

Portfolio Profile. In order to manage the risks associated with the
relatively high yields available in the sub-prime market, the Corporation
endeavors to maintain a Contracts portfolio having characteristics that, in its
judgment, reflect an optimal balance between achievable yield and acceptable
risk.

CONFLICTS OF INTEREST

The officers and directors of the Corporation are also officers and
directors of FACT. Management of the Corporation and management and employees of
FACT will devote only so much of their time to the business of the Corporation
as in their judgment is reasonably required. Management of the Corporation and
management and employees of FACT will have conflicts of interest in allocating
management time, services and functions between this Corporation, and any future
entities which they may organize, as well as other business ventures in which
they are involved. Management of the Corporation and management of FACT believe
that they have sufficient staff personnel to be fully capable of discharging
their responsibilities to all entities they have organized. However, their
failure to devote adequate time to the business and affairs of the Corporation
could adversely affect operations. There is no key man insurance on any
management of the Corporation or FACT.

As of the date of this Prospectus, there were 12 employees of FACT
available to provide services to the Corporation under the Agency Agreement,
three of whom are management and nine of whom are administration. The loss of
the services of these individuals could materially adversely affect the business
of the Corporation, which could reduce funds available to make payments on the
Notes. FACT has employment agreements with all employees, which contracts can be
terminated upon 30 days prior notice.

DEPENDENCE ON DEALERS

Ability to Sustain Expansion of Dealership Base. The Corporation's ability
to implement its strategy for continued growth depends on the Corporation's
ability to expand the size and quality of the base of automobile dealers
originating Contracts for purchase by the Corporation. Expansion of the
Corporation's dealership base

23
<PAGE> 26

requires the Corporation to market its services aggressively, to provide
financing programs that are attractive to dealers and to furnish ongoing service
of a quality sufficient to maintain satisfactory dealer relationships.
Unfavorable changes in the economic or competitive environment, or other
occurrences resulting in the erosion of the present and prospective dealership
base, could adversely affect the Corporation's operations and impair its ability
to achieve continued expansion.

Ability to Retain Increasing Volumes of Contracts. In addition to the
factors described above, the Corporation's ability to sustain continued growth
is also dependent on the Corporation's capacity to evaluate, finance and
administer increasing volumes of Contracts of suitable yield and credit quality.
Accomplishing this on a cost-effective basis is largely a function of the
Corporation's ability to manage the credit evaluation process to assure adequate
portfolio quality and to provide competent, attentive and efficient servicing.
Because the Corporation operates solely in the sub-prime segment of the
automobile finance market, serving borrowers who are particularly vulnerable to
unemployment, adverse changes in the economy could adversely impact the
creditworthiness of those borrowers, diminish the availability of suitable
Contracts and impair the Corporation's ability to accumulate increasing volumes
of Contracts without compromising credit quality.

POLICIES ON CONTRACT ACQUISITION

The success of the Corporation, in large part, depends on its ability to
keep its assets continuously invested in Contracts. If the Corporation cannot
locate sufficient acceptable Contracts and Replacement Contracts for acquisition
on a timely basis, the Corporation may be unable to keep the maximum anticipated
percentage of its assets so invested, which may result in lower rates of return
from the investment of its assets in other permitted investments.

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<PAGE> 27

CONSULTING AGREEMENT

FACT, the sole shareholder of the Corporation has entered into a consulting
arrangement with the Corporation and Park Finance. FACT is wholly owned by
Wealth Management, Inc. of Nevada, a Nevada corporation, wholly owned by David
A. Johnston. Pursuant to the Consulting Agreement, FACT will provide 12 of its
employees to work on the business of the Corporation, three of whom are
management, and nine of whom are administration. Pursuant to the Consulting
Agreement, FACT and Park Finance will provide their expertise in purchasing
reader retail motor vehicle installment sales contracts originated in the
connection with the financing of new and used automobiles and light duty trucks
for the Corporation.

The officers and directors of the Corporation are also officers and
directors of FACT and Park Finance. Management of the Corporation and management
and employees of FACT and Park Finance will devote only so much of their time to
the business of the Corporation as in their judgment is reasonably required.
Management of the Corporation and management and employees of FACT and Park
Finance will have conflicts of interest in allocating management time, services
and functions between this Corporation, and any future entities which they may
organize, as well as other business ventures in which they are involved.
Management of the Corporation and management of FACT believe that they have
sufficient staff personnel to be fully capable of discharging their
responsibilities to all entities they have organized.

All overhead costs, at actual cost without any profit return or similar
additional cost, including those of FACT and Park Finance management and
employees available to work on the business of the Corporation, are recorded at
the FACT and Park Finance level and allocated to the Corporation and based on
the following:

a. Personnel Involved in Securities Offerings. Salaries and other
overhead costs and travel costs and expenses of marketing representatives
engaged in the business of securing agreements with Participating Dealers
will be allocated monthly among the Corporation and FACT based upon the
amount of offering proceeds received by each during such month. None of
these costs and expenses will be paid from the proceeds of this offering,
but rather will be paid from cash flow generated from the operations of the
business of the Corporation. The Corporation anticipates that the amount
paid will approximate $20,000 per month during the offering period and will
cease thereafter.

b. Administrative Costs. Administrative costs primarily consist of
management and employee salary and benefits, equipment, rent and utilities
at the FACT office in Clearwater, Florida. These administrative costs,
which are primarily associated with servicing of Contracts, will be
allocated monthly pro rata based upon the total number of Contracts of the
Corporation and the number of Contracts outstanding for the Corporation and
each Affiliated Corporation. The Corporation anticipates that the amount
paid will approximate $15-$20 per month per outstanding Contract. The
Corporation anticipates that there will be approximately 1,400 outstanding
Contracts assuming the sale of all Notes offered hereunder.

c. Loan Origination Costs. Loan origination costs primarily consist
of management and employee salary and benefits, rent, utilities and credit
investigation. Loan origination costs will be allocated monthly pro rata
based upon the total number of Contracts acquired by the Corporation and
FACT each month and the number of Contracts acquired by the Corporation and
FACT. The Corporation anticipates that the amount paid will approximate
$150-$250 per Contract acquired. The Corporation anticipates acquiring
approximately 400 Contracts per month during the initial investment of
proceeds and 25-30 Contracts per month thereafter.

The negotiation of the terms of this cost sharing arrangement involved conflicts
of interest and was determined without arms'-length bargaining between unrelated
parties.

Offering expenses such as legal, accounting and printing and other similar
expenses as set forth in "Use of Proceeds" will not be allocated or otherwise
paid except from the proceeds of sale of Notes. See "Use of Proceeds."

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<PAGE> 28

FIRST AMERICAN CAPITAL TRUST -- INITIAL LOAN

FACT has agreed to loan (the "Initial Loan") the Corporation sufficient
funds to make interest payments due on the Notes prior to the time the
Corporation generates sufficient cash flow from Contracts acquired with the
proceeds of this offering ("Cash Flow"), to fund interest payments on the Notes
and all other operating expenses. The Initial Loan will bear no interest and
will be repayable solely from Cash Flow if and when the Corporation generates
Cash Flow in excess of that necessary to fund interest payments on the Notes and
all other operating expenses. No Investor subscription proceeds will be used to
make payments on the Initial Loan or on the Notes. See "Risk Factors -- Specific
Risks Applicable to an Investment in the Notes -- Sources of Payment on the
Notes."

THE CONTRACTS

General. All of the Contracts securing the Notes will be purchased from
automobile dealers (the "Sellers") pursuant to a Dealer Agreement (the
"Agreement"). Some or all Contracts acquired may be at a discount from the
Vehicle loan amount; however, the amount of such discount, if any, will be
negotiated on an Agreement-by-Agreement or, in some cases, Contract-by-Contract
basis. It is currently anticipated that most of the Contracts acquired will be
on used vehicles. Management believes that contracts on used Vehicles may
present less risk than those on new Vehicles because the amount financed is
generally smaller, the term of the loan is generally shorter and the value of
the underlying collateral upon repossession is more easily established by prices
set at weekly used car auctions held throughout the State of Florida.

It is anticipated that the Contracts will range for periods from 12 to 48
months at interest rates not exceeding those permitted under Section 520.08,
Florida Statutes, which provides that the finance charge charged on any
Contract, exclusive of insurance, shall not exceed the following rates: (a)
Class 1. Any new motor vehicle designated by the manufacturer by a year model
not earlier than the year in which the sale is made -- $10 per $100 per year;
(b) Class 2. Any new motor vehicle not in Class 1 and any used motor vehicle
designated by the manufacturer by a year model of the same or not more than 2
years prior to the year in which the sale is made -- $11 per $100 per year; (c)
Class 3. Any used motor vehicle not in Class 2 and designated by the
manufacturer by a year model not more than 4 years prior to the year in which
the sale is made -- $15 per $100 per year; (d) Class 4. Any used motor vehicle
not in Class 2 or Class 3 and designated by the manufacturer by a year model
more than 4 years prior to the year in which the sale is made -- $17 per $100
per year. The foregoing method of calculating interest is called "add on"
interest. Unlike other types of interest calculations such as annual percentage
rate ("A.P.R.") in which the interest is computed on the actual principal
balance of a loan outstanding at any time including a declining principal
balance, add on interest is computed based upon the original principal balance
of the loan, regardless of the fact that the principal balance declines during
the life of the loan. Thus, for example, on the purchase of a Class 3 automobile
for $1,000, if the entire $1,000 was financed over a three-year period, the
total payments due would be $1,450. This would be the $1,000 of principal plus
$150 per year ($15 per hundred) for each of the three years of the contract.
Because A.P.R. is calculated on a declining principal balance and add on
interest is not, A.P.R. rates appear higher than add on rates. Thus, A.P.R.
rates on Contracts acquired by FACT have ranged from 16% to 30%, but the add on
interest rates on such Contracts have ranged between the statutorily permitted
rates of $10 per $100 per year to $17 per $100 per year. However, there is no
assurance that A.P.R. on Contracts acquired by the Corporation will be within
the A.P.R. range experienced by FACT, although the add on interest rate will not
exceed the statutory maximums.

The finance charge shall be computed on the amount financed as determined
under Section 520.07(2) on Contracts payable in successive monthly payments
substantially equal in amount. The amount financed as defined in Section
520.07(2) means the cash price minus any down-payment plus any other amounts
financed that are not part of the finance charge minus any pre-paid finance
charge.

Generally, all Contracts are repayable in monthly installments. Late
payment fees of 5% of the payment amount are assessed on accounts for which
scheduled payments are not made within 10 days of the scheduled due date.

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<PAGE> 29

A specific Contract is purchased only after investigation of the credit
worthiness of the borrower and a determination of the underlying value of the
Vehicle through use of industry publications, combined with the subjective
assessment by the Corporation's loan personnel. In making such investigation,
the Corporation considers factors such as time at residence, occupation, time on
job, results of a credit bureau report, the amount of down payment and the year
and type of automobile purchased. The maximum amount financed under a Contract
is the wholesale value of a Vehicle, based upon The Black Book, an official used
car market guide which is based upon weekly sales prices at major Florida
automobile auctions. It is Management's experience that generally such wholesale
value of a Vehicle is approximately 80% of that paid by a purchaser of a Vehicle
from a retail automobile dealer. Accordingly, in general, the maximum amount
financed under a Contract will be no more than 80% of the total purchase price
of the Vehicle paid by the purchaser to a retail automobile dealer. Every
Contract is reviewed individually, and extensions of credit are made based upon
the credit worthiness of each purchaser of a Vehicle. See "Risk
Factors -- Specific Risks Applicable to an Investment in the Notes -- Other
Considerations."

A relationship with a dealer will begin only after the soundness of its
business is determined. The Corporation may conduct credit investigations,
independent interviews with state regulatory agencies and inquiries to local
civic and community organizations to aid in this determination. Relationships
with dealers and volume of Contracts purchased will be developed on an ongoing
basis.

Servicing of Contracts. The Contracts will be serviced by the Corporation.
At the time of purchase of a Vehicle, the automobile dealer which is selling the
Contract to the Corporation notifies the purchaser that the Contract will be
acquired by the Corporation and directs the purchaser to make payments to the
Corporation. The Corporation mails to the vehicle owner a welcome letter and
coupon book advising the owner of the purchase of the Contract and where and how
to make payments. When checks are received, they are deposited into a separate
account for the Corporation.

CERTAIN LEGAL ASPECTS OF THE CONTRACTS -- SECURITY INTERESTS IN THE CONTRACTS
AND THE VEHICLES

The Note Holders security interest in the Vehicles and in the Contracts is
perfected in different ways under Florida law. The security interest in the
Vehicles is perfected through notation of a lien on the Vehicle Title. The
manner in which this is accomplished is discussed in "Transfer and Perfection of
Security Interest in the Vehicles," and "Notation of Lien on Certificates of
Title, Grants of Security Interests; Assignments," below. The Note Holders'
security interest in the Contracts is perfected through possession. The manner
in which this is accomplished is discussed in "Perfection of Security Interest
in the Contracts; Delivery and Storage of the Collateral," below.

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<PAGE> 30

failure by the lender or seller of goods to comply with such requirements could
give rise to liabilities of assignees for amounts due under such agreements and
claims by such assignees may be subject to set off as a result of such lender's
or seller's noncompliance. These laws would apply to the Corporation as assignee
of the Contracts. The Seller will warrant that each Contract in all material
respects complies with requirements of law, will have the Corporation's lien
through FACT as Agent noted on the Certificate of Title and/or Vehicle
Registration and Motor Use Sales Report and will make certain warranties
relating to the validity, subsistence and priority of the security interest in
each Vehicle securing a Contract. A breach of any such warranty that materially
adversely affects any Contract would create an obligation of the Seller to
repurchase such Contract unless such breach is cured.

(ii) Notation of Lien on Certificates of Title; Grant of Security
Interests; Assignments. Pursuant to the Agreement, the Seller will assign its
security interest in the Vehicles securing the Contracts to the Corporation. The
Corporation will not have obtained a Certificate of Title listing the
Corporation as lienholder at the time it acquires a Contract. However, prior to
the Corporation acquiring a Contract, the Seller will apply for a certificate of
title identifying the Corporation as agent as the secured party on the
certificate of title relating to the Vehicles and will furnish to the
Corporation a copy of the State of Florida Application for Certification of
Title and/or Vehicle Registration and Motor Use Sales Tax Report (the "Title
Application") issued by an authorized automobile tag agency as evidence thereof.
The Title Application constitutes a temporary vehicle registration. No
automobile tag can be issued to the purchaser of a Vehicle which is the subject
of a Contract without obtaining the Title Application. In certain cases in which
there is an administrative difficulty in acquiring a Title Application, the
Corporation will accept a letter from the Seller agreeing to furnish the
Corporation with a Title Application, no later than 20 days after the
Corporation acquires the Contract. Such a situation could arise, for example, if
the title to a Vehicle being purchased was acquired by a Seller in a state other
than Florida, and there are administrative delays in bank clearing of payoff
checks which would provide for release of the title to the Seller. The
Corporation anticipates entering into such agreements with a limited number of
Sellers. Also, the Corporation limits such transactions to Sellers operating
under franchises with major automobile manufacturers. However, the Corporation
has not established any limits on the dollar amount or number of Contracts which
may be purchased pursuant to this arrangement. If a Seller fails to furnish such
Title Application, the Corporation may have no security interest

28
<PAGE> 31

in the Vehicle underlying the Contract because the Corporation's lien would not
be noted on the certificate of title relating to the Vehicle. If there are any
Vehicles as to which the Corporation fails to obtain a perfected security
interest because of the failure of a Seller to comply with the foregoing, the
security interest would be subordinate to, among others, subsequent purchasers
of the Vehicles and holders of perfected security interests. Such a failure,
however, would constitute a breach of the Seller's warranties under the
Agreement and would create an obligation of the Seller to repurchase the related
Contract unless the breach is cured.

Because of the administrative burden and expense, no Title Application or
Certificate of Title will be amended to identify the Note Holders, as the
assignee of the Corporation as secured party, on the Certificates of Title
relating to the Vehicles. The Corporation has granted to the Note Holders a
security interest in the Vehicles. The Corporation will deliver to the Custodian
the Assignment of Lien on the Vehicle to the Trustee on behalf of the Note
Holders, duly endorsed in recordable form (the "Corporation Assignment"). The
foregoing grants of security interest and the Corporation Assignment constitute
an effective conveyance of a security interest without amendment of any lien
noted on a Vehicle's certificate of title, and the assignee succeeds thereby to
the assignor's rights as secured party. In the Event of Default under the Notes,
the Custodian will deliver the Corporation Assignments to the Trustee, and the
Trustee can record the Assignments and thereby have the Vehicle Titles amended
to reflect on their face the Note Holder's lien. In the absence of fraud or
forgery by the Corporation or the Vehicle owner or administrative error by state
or local recording agencies, the notation of the lien in the name of the
Corporation on the certificate of title will be sufficient to protect the Note
Holders against the rights of subsequent purchasers of a Vehicle, subsequent
lenders who take a security interest in a Vehicle securing a Contract. The
notation of the Corporation as lien holder, the grant of security interests and
the delivery to the Custodian of the Corporation Assignments, will be sufficient
to protect the Note Holders.

Although the Corporation has obtained a fidelity bond in the aggregate
amount of $250,000 covering acts of employee dishonesty for themselves and all
other employees of the Corporation, the Corporation has not granted the Note
Holders a security interest in the proceeds of such bond. There is no assurance
that in the case of employee dishonesty heading to a loss of the Corporation
that funds from this bond would be available to Note Holders, because: the
insurer may be financially unable to make any payment on the bond, material
limitations on the liability of the insurer through limiting definitions in the
bond or other similar payment exclusions will limit payments on the bond, or
other creditors will not exhaust funds available under the bond.

(iii) Security Interest in Contract Payments. Borrowers under the
Contracts are instructed to make checks payable to the Corporation. However, if
a Borrower mistakenly makes a check payable to FACT, FACT delivers the check
immediately to the Corporation for deposit directly into the Corporation's
account. Pursuant to the terms of the Consulting Agreement, FACT has granted the
Corporation a security interest in all Contract payments received which are in
its possession, including those checks mistakenly made payable to FACT rather
than the Corporation. It is anticipated that such Contract payments will not be
in FACT's possession more than 24 hours. However, the Security Interest of Note
Holders on checks mistakenly made out to FACT is not perfected until such funds
are so deposited, exposing such funds to priority claims of creditors of FACT
for such time period.

(iv) Perfection of Security Interest in the Contracts; Delivery and Storage
of the Collateral. Under the laws of the State of Florida, the Note Holders'
security interest in the Contracts is perfected through possession. For
administrative reasons, due to the large number of Note Holders, possession will
be maintained by the Custodian on their behalf. See "Custodian Agreement,
Exhibit " ." Until the Contracts are in the possession of the Custodian, the
Note Holders' security interest therein is not perfected. The Corporation will
deliver to the Custodian the originals of the Contracts purchased by the
Corporation within 72 hours following their purchase. This delay in delivery
creates the risk that the Security Interest of the Note Holders in a Contract
may be lost if, in violation of the terms of the Security Agreement, the
Custodian Agreement and the Indenture of Trust, the original Contract is
transferred by the Corporation or its Agents to a bona fide purchaser for value
without knowledge of the Security Interest. The Corporation believes that such
risk will be minimized by the public filings intended to give notice of the
Security Interest in the Corporation's Contracts because such filing may create
notice which would mitigate against the claim of being a bona fide purchaser
without notice.

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<PAGE> 32

The Custodian will keep the Collateral in a segregated locked file cabinet
marked "File Cabinet No. -- FACT OF WEST FLORIDA, INC." (the "Cabinet").
To protect further the Note Holders, the Corporation has granted the Note
Holders a security interest in and to all contents of the Cabinet. Thus, in the
Event of Default under the Notes, all contents of the Cabinet, including all
Vehicle Titles with the aforementioned assignments and all Contracts with the
aforementioned assignments will be delivered by the Custodian to the Trustee on
behalf of the Note Holders.

(v) Financial Standards for Sellers of the Contracts. The Corporation has
not established any minimum financial standards for Sellers of the Contracts.
Thus, there is a risk that a Seller may not be financially able to repurchase
Contracts in the event of a breach of an Agreement concerning acquisition of
Contracts, including failure to list the Corporation as lienholder on a Title
Application or Certificate of Title.

(vi) Financial Standards for Borrowers under the Contracts. FACT considers
a number of criteria and factors in assessing the creditworthiness of borrowers
under the Contracts. However, such decision is ultimately made on a subjective
basis, which may increase the likelihood of default by the purchaser of a
Vehicle under a Contract.

(vii) Repossession; Notice of Sale; Redemption Rights. In the event of
default by Vehicle purchasers, the holder of the retail installment sale
contract has all the remedies of a secured party under the Uniform Commercial
Code, except where specifically limited by other state laws, including the right
to repossession through self-help. The Uniform Commercial Code and other state
laws place restrictions on repossession sales, including requirements that the
secured party provide the debtor with reasonable notice of the date, time and
place of any public sale and/or the date after which any private sale of the
collateral may be held. The debtor has the right to redeem the collateral prior
to actual sale by paying the secured party the delinquent principal balance of
the obligation plus reasonable expenses for repossessing, holding, and preparing
the collateral for disposition and arranging for its sale, plus, in some
jurisdictions, reasonable attorneys' fees, or by payment of the unpaid balance.

(viii) Deficiency Judgments and Excess Proceeds. The proceeds of resale of
the Vehicles generally will be applied first to the expenses of resale and
possession and then to the satisfaction of the indebtedness. Although some
states impose prohibitions or limitations on deficiency judgments if the net
proceeds from resale do not cover the full amount of the indebtedness, a
deficiency judgment can be sought in those states that do not prohibit or limit
such judgments. However, the deficiency judgment would be a personal judgment
against the obligor for the short fall, and a defaulting obligor can be expected
to have very little capital or sources of income available following
repossession. Therefore, in many cases, it may not be useful to seek a
deficiency judgment or, if one is obtained, it may be settled at a significant
discount.

(ix) Consumer Protection Laws. Numerous Federal and state consumer laws
and related regulations impose substantial requirements upon lenders and
services involved in consumer finance. These laws include the Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the
Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's
Regulations "B" and "Z," the Texas Consumer Credit Code, state adaptations of
the National Consumer Act and of the Uniform Consumer Credit Code (the "UCCC"),
and state sales finance and other similar laws. Also, state laws impose finance
charge ceilings and other restrictions on consumer transactions and require
contract disclosures in addition to those required under

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<PAGE> 33

Federal law. These requirements impose specific statutory liabilities upon
creditors who fail to comply with their provisions. In some cases, this
liability could affect an assignee's ability to enforce consumer finance
contracts such as the Contracts and in some cases could result in additional
liability on the part of the Contract holder.

(x) Other Limitations. In addition to laws limiting or prohibiting
deficiency judgments, numerous other statutory provisions, including Federal
bankruptcy laws and related state laws, may interfere with or affect the ability
of a secured party to realize upon collateral and/or to enforce a deficiency
judgment. For example, in a Chapter 13 proceeding under the Federal Bankruptcy
Code, a court may prevent a lender from repossessing a motor vehicle and, as
part of the rehabilitation plan, reduce the amount of the secured indebtedness
to the market value of the Vehicle at the time of bankruptcy, leaving the lender
as a general unsecured creditor for the remainder of the indebtedness. A
bankruptcy court may also reduce the monthly payments due under a contract or
change the rate of interest and time of repayment of the indebtedness.

THE DEALER AGREEMENT

General. The following summaries describe certain terms of the Dealer
Agreement (the "Agreement") pursuant to which the Corporation is purchasing the
Contracts. The summaries herein do not purport to be complete and are qualified
in their entirety by reference to the provisions of the Agreement.

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<PAGE> 34

Conveyance of the Contracts. Pursuant to the Agreement, on or after the
date of issuance of the Notes, the Seller will sell to the Corporation without
recourse all the right, title and interest of the Seller in, to and under the
Contracts, including all security interests in Vehicles, the files and other
documentation relating thereto and all rights to receive payments on or with
respect to the Contracts on and after the date of purchase of the Contract (the
"Cut-Off Date"), including payments under any insurance policies relating to the
Contracts and all proceeds with respect to the foregoing.

Robert J. Droubie & Associates, CPA, Clearwater, Florida, shall act as
custodian of the original Contracts and certain additional documents relating to
the Contracts for the benefit of the Note Holders. See "Description of
Securities."

Warranties as to the Contracts. In the Agreement, the Seller, as seller,
will make representations and warranties to the Corporation with respect to each
Contract regarding the origination and status of each Contract, including, among
other things, that: (a) the Contract is the legal, valid and binding obligation
of the obligor thereunder and is enforceable in accordance with its terms in all
material respects; (b) the Contract is not subject to right of rescission,
setoff, counterclaim or defense (including the defense of usury); (c) as of the
Cut-Off Date, each Vehicle securing the Contract is covered by physical damage
insurance in a specified minimum amount naming the Corporation as loss payee and
insuring against loss and damage due to fire, theft, collision and other risks
covered by comprehensive coverage; (d) the Contract complies with all
requirements of law; (e) on and after the Cut-Off Date there shall exist under
the Contract a valid, subsisting and enforceable first priority security
interest in the Vehicle securing such Contract and, at such time as enforcement
of such security interest is sought, there shall exist a valid, subsisting and
enforceable first priority security interest in such Vehicle in favor of the
Corporation; (f) the Contract has not been sold, assigned or pledged to any
other person, and the Seller has good and marketable title thereto free and
clear of any encumbrance, equity, loan, pledge, charge, claim or security
interest and is the sole owner thereof and has transferred the Contract free and
clear of any encumbrance, equity, pledge, loan, charge, claim or security
interest; (g) as of the Cut-Off Date, there was no default, breach, violation or
event permitting acceleration under the Contract (other than payment
delinquencies not exceeding a specified number of consecutive days), and no
event which, with notice and the expiration of any grace or cure period would
constitute a default, breach, violation or event permitting acceleration under
such Contract exists as of the Cut-Off Date and the Seller has not waived any of
the foregoing; (h) the Contract contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the
realization against the Collateral of the benefits of the security; (i) there is
only one original executed Contract, which original is held by the Seller; and
(j) the Seller has duly fulfilled all obligations on its part to be fulfilled
under or in connection with the Contract and has not done anything to impair the
rights of the Corporation in the Contract or the proceeds thereof.

Under the terms of the Agreement, the Seller will be obligated to
repurchase any Contract if the Seller becomes aware of, or receives written
notice from the Corporation of, a breach of a representation or warranty of the
Seller set forth above that materially and adversely affects the Corporation's
interest in the Contract, if such breach has not been cured within 90 days
thereafter. Such repurchase will be made on the last day of the month in which
such obligation arises at a purchase price (the "Repurchase Price") equal to the
unearned balance on the Contract as of the last day of the month of repurchase.
This repurchase obligation constitutes the sole remedy against the Seller
available to the Corporation and the Note Holders for a breach of such
warranties with respect to the Contracts.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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LICENSING

Personal loan lending laws generally require licensing of the lender. In
general, the business is conducted under licenses issued by individual states.
The Corporation is subject to periodic examination by state regulation
authorities. The state licenses are revocable for cause. The Corporation
believes it complies in all aspects with these regulations. The Corporation has
secured a Retail Installment Seller's License and a Sales Finance Company
License from the Department of Banking and Finance of the State of Florida.
Pursuant to regulations of the State of Florida governing the Company's
business, the State conducts a review of the Company's motor vehicle contracts
at least once a year in order to assure compliance with all regulations of the
Department of Banking and Finance of the State of Florida governing the
Company's operations. These regulations govern, among others, the following
issues: proper licenses obtained, posting of license, name and address of
operation, availability of Contracts for review, maintenance of records for
required two-year period, Contracts contain everything required under Section
520.07, Florida Statutes; payment of fees to State, and finance charges not
exceed statutory maximum. If the Corporation wishes to establish operations in
states other than Florida, it will have to obtain appropriate licenses or
permits. There is no assurance the Corporation can obtain such permits or
licenses. However, because of the amount of Contracts which Corporation believes
are available for acquisition in Florida, the Corporation does not believe its
business will be adversely affected by any inability to obtain licenses or
permits to operate in other states.

COLLECTION PROCEDURES, DELINQUENCY AND CHARGE OFF

The Corporation will follow the following collection procedures:

a. 5 days past due -- a past due notice is mailed.

b. 10 days past due -- a second past due notice is mailed.

c. 15 days past due -- telephone and written communication is
commenced with the borrower.

d. 30 days past due -- a repossession order is issued.

e. On the day of repossession, a Notice of Right to Cure is mailed to
the borrower, allowing the borrower 15 days to respond.

f. 10 days after repossession, the Vehicle is prepared for sale and
the loan is placed in a non-accrual status.

g. The Vehicle may be placed on an automobile dealer's lot for retail
sale after Right to Cure has expired.

h. If "g" above is not exercised, then said automobile is taken
directly to auction.

i. If "g" above is exercised, then after 90 days, the automobile has
not been sold by an automobile dealer, the Vehicle is taken to an
automobile auction and the amount of loss is established. The loss balance
is charged to an allowance for loan loss. The borrower is notified of the
balance owed and the collection procedures are commenced again to attempt
to collect the balance due.

Contracts which are delinquent 150 days are charged off in the month before
they become 180 days delinquent. Contracts which are deemed uncollectible prior
to the charge off period are charged off immediately. Management may authorize
an extension if collection appears imminent during the next calendar month.
Contracts which become 120 or more days delinquent and the Vehicle is
repossessed cease earning interest.

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The table on the following page sets forth certain unaudited information
concerning collection, delinquency and charge offs of FACT. There is no
assurance that the delinquency, repossession and loss experience on the
Contracts securing the Notes will be comparable to information set forth on the
table on the following pages.

DELINQUENCY AND COLLECTION TABLE

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED AS OF AND FOR THE YEARS ENDED
--------------------------------------- ---------------------------------------
1995 1994 JUNE 1996 JUNE 1995
------------------ ----------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross finance receivables...... $11,374,422 $7,364,485 $22,002,179 $12,791,291
Less: Dealer residual.......... (450,800) (302,718) (430,414) (376,759)
Net finance receivables........ 10,923,622 7,061,767 21,571,765 12,414,532
Number of contracts............ 2,463 1,140 3,499 2,268
Monthly delinquent contracts:
31-60 days................... 80 3.3% 65 5.7% 278 8.0% 141 6.2%
61-90 days................... 19 0.8 18 1.6 99 2.8 60 2.7
91 days or more.............. 205 8.3 71 6.2 205 5.9 172 7.6
Monthly delinquent receivables:
31-60 days................... 468,675 4.1 455,903 6.2 402,897 1.8 268,036 2.1
61-90 days................... 121,564 1.1 107,456 1.5 145,802 0.7 65,899 0.5
91 days or more.............. 1,225,582 10.8 270,338 3.7 604,510 2.7 138,055 1.1
Repossessions.................. 571,418 5.0 124,385 1.7 613,559 2.8 557,785 4.4
Acquisition discounts.......... 770,929 6.8 767,558 10.4 4,507,864 20.5 769,243 6.0
Allowance credit losses........ 336,311 3.0 286,189 3.9 -0- 0.0 255,825 2.0
Dealer collection reserve...... -0- -0- 2,019,026 9.2 -0-
Net losses..................... 902,591 7.9 17,395 0.2 22,613 0.1 42,356 0.3
</TABLE>

The increase in net losses from 0.2% in December 31, 1994, to 7.7% in
December 31, 1995 is a result of an aging portfolio which was composed mostly of
income stream contracts and decentralized dealer collection programs. Therefore,
decision was made to establish the current central coupon payment collection
program for poor performing dealers. As a result, both collections and
recoveries have improved during the first half of 1996.

EMPLOYEES

As of the date of this Prospectus, there were 12 employees of the
Corporation. All persons working on day-to-day operations of the Corporation are
employees of FACT. See "Business -- First American Capital Trust of Florida,
Inc -- Agency Agreement." Management believes that it has excellent
relationships with its employees. None of its employees is represented by a
collective bargaining agreement.

PROPERTIES

The Corporation's office is located in space leased by FACT, at Two
Prestige Place, 2650 McCormick Drive, Suite 185, Clearwater, Florida 34619. FACT
leases 1695 square feet for a monthly rent of $1,906.88. The lease is for three
years commencing January 1, 1996.

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<PAGE> 37

MANAGEMENT

THE CORPORATION

Set forth below is certain information concerning the officers and
directors of the Corporation. All directors serve for a term of one year until
the next annual meeting of the Corporation, and until their successors are
elected and qualified.

FACT OF WEST FLORIDA, INC.

The following are officers of the Corporation as well as of FACT:

DAVID A. JOHNSTON, age 48, has been President of the Corporation since
its inception as well as President and Administrator of First American
Capital Trust since its inception. He is founder of Wealth Management
Group, Inc., a Nevada Corporation. Mr. Johnston is the founder, President
and sole-owner of Fact Financial Corp. and First American Capital Trust,
Florida corporations. Both the Trust and Fact Financial Corp., are holders
of Banking & Finance Licenses issued by the State of Florida, Division of
the Comptroller, Department of Banking and Finance. As of this date, there
have been no complaints nor any defaults on Notes issued by First American
Capital Trust. Mr. Johnston formerly founded, owned and operated two
Chatham Turnkey, Inc., companies, both Georgia corporations engaged in
rental and apartment full services. Mr. Johnston also founded and served as
president of the Sunbelt Agency, a company doing business in trucking and
transportation headquartered in Tampa, Florida which was sold in 1992. All
investors received full payment, principal and interest due under the terms
of certain private offerings and there was never a default on said
instruments nor were there any complaints received or registered.

DERRI L. TOWNSEND, age 39 has served as Secretary and Treasurer of the
Corporation since its inception and has been Corporate Paralegal, Systems
Manager, and General Trust Manager of First American Capital Trust since
September, 1995. From January, 1987 until September, 1995 she was paralegal
and office manager for the law firm of Bacon, Bacon, et al, P.A. From July
1985 until January 1987 she was employed by Loan America Financial
Services, a subsidiary of Citizens Federal Savings and Loan, as the
national project approval coordinator and appraisal operations consultant.
Mr. Townsend served as president of the St. Petersburg Legal Secretaries
Association for the year 1992-1993.

J. STEPHEN MILLER, age 44 has been a staff accountant for the
Corporation since its inception and has been an accountant for First
American Capital Trust since March, 1996. Mr. Miller received a B.S. degree
in Accounting from The Florida State university in 1995. During his
enrollment, Mr. Miller worked for two accounting services which specialized
in income tax preparation and general accounting. Prior to that time, Mr.
Miller spent 14 years with the Tampa, Florida retail division of Interco,
Inc. which supervised the leased operations for the Maas Brothers/Jordan
Marsh, Florida Divisions of Allied Department Stores, Inc. During this
period he served as an Area Sales Manager, an Operations Manager, a
Divisional Merchandise Manager, and a member of the Management Board.

The following are officers of Park Finance of Broward which will serve as
consultant to the Corporation pursuant to a consulting arrangement. See
Business -- Park Finance of Broward, Inc. -- Consulting Agreement.

LARRY C. COURTNEY, age 54, has served as Vice President and Director
of the Company since its inception as well as President and Chief Executive
Officer of Park Finance of Broward since its inception. He founded Park
Finance of Broward, Inc. in 1985 and has supervised the purchase and
servicing of profitable auto receivables for that company throughout its
history. Mr. Courtney formerly founded, owned and operated three auto sales
and finance businesses that were operated between 1967 and 1985, the
largest achieving a volume of 4,000 units per year. All companies under Mr.
Courtney's control during this period were successful and met all
obligations and maintained a solid reputation in the community.

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<PAGE> 38

All of the aforementioned businesses were licensed by the State of Florida
and maintained full compliance without exception or complaint.

JOE KELLEHER, age 47, has an extensive career spanning over 25 years
of progressive experience in banking operations, auto financing, leasing
and asset management. Mr. Kelleher has been Operations Manager of Park
Finance of Broward since November, 1994. Mr. Kelleher was employed by NAL
Acceptance Corporation from 1991 until 1994 as Vice President of asset
management sales, leasing and disposals. From 1988 until 1991 he was Vice
President of operations at Financial Federal. Mr. Kelleher was Vice
President of operations at Centrust from 1985 until 1988. He was employed
at Penna Bank in Philadelphia, Pennsylvania from 1971 until 1984 as the
Vice President of Lending.

RONALD CERRI, age 52, has been General Manager of Park Finance of
Broward, Inc. since 1989. Mr. Cerri has an intimate knowledge of the
sub-prime automobile loan business including the acquisition of new loans,
collections and collateral disposal. Prior to joining Park Finance, Mr.
Cerri had an extensive background in the automobile business, both as a New
and Used Car Manager, including franchised and independent dealers.

KENNETH MORRE, age 50, has been Controller of Park Finance of Broward,
Inc. since April, 1994. From November, 1992 to February, 1994, he was
associated with Browncor International, a nationwide distributor of
packaging and shipping supplies, in the capacities of Controller and
General Manager. From September, 1976 through January, 1988 he held the
position of Accounting Manager and Controller of Univis Division of Itek
Corporation, Mercury Services, Inc. and Atlantic Coast Electronics, a
division of Tyco Laboratories. From January, 1968 through June, 1976, he
served as an aircraft structural engineer for Boeing and McDonnell-Douglas
aircraft companies.

No employees or officers of the Corporation have received compensation in
excess of $100,000. Accordingly the executive compensation tables are excluded.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is certain information as of the date of this Prospectus
with respect to any persons known to the Corporation to be the beneficial owner
of more than 5% of the Corporation's Common Stock and of the Common Stock owned
by all directors and all directors and officers of the Corporation as a group.
Because the Notes do not constitute and are not convertible into equity of the
Corporation, the percentage of ownership set forth below will not vary as a
result of this offering.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP % OF CLASS
- ----------------------------------------------------- -------------- -------------------- ----------
<S> <C> <C> <C>
DAVID A. JOHNSTON.................................... Common 100 shares 100%
</TABLE>

Other than as set forth above, the Corporation is not aware of any other
shareholders who beneficially own, individually or as a group, 5% or more of the
outstanding shares of Common Stock of the Corporation. Mr. Johnston may be
deemed a founder of the Corporation as such term is defined in the Securities
Act of 1933, as amended.

PLAN OF OPERATIONS

36
<PAGE> 39

DESCRIPTION OF SECURITIES

The following is a summary of certain provisions of the Secured Notes,
Security Agreement and Indenture of Trust. A form of the Notes is attached
hereto as Exhibit A, a form of the Security Agreement is attached hereto as
Exhibit B, a form of the Custodian Agreement is attached as Exhibit C, and a
form of the Indenture of Trust is attached hereto as Exhibit D. This summary is
qualified in its entirety by the terms and conditions of such documents.
Prospective Note Holders are encouraged to read these documents in their
entirety.

SECURED NOTES

The Corporation is offering subscriptions for a maximum of 9,900 Secured
Notes (the "Notes") in the principal amount of $1,000 each. The Notes will bear
simple interest at the rate of 10.5% per annum, interest payable only quarterly,
with all principal and accrued interest, if any, due on .
Interest is calculated on the basis of a 365-day year (the "Calculation Basis")
but is paid in 4 equal quarterly installments, regardless of the number of days
in each quarter (the "Payment Basis"), with any difference between interest
determined on the Calculation Basis and the Payment Basis paid in the final
installment due under the Notes. Interest shall be due on the first day of the
quarter, in arrears, with a 30-day grace period prior to the Notes being in
default. The Notes will be secured by a first lien on a group of Contracts
acquired with the proceeds of the offering or funds obtained from the repayment
of such Contracts ("Replacement Contracts") or any Replacement Contracts. The
Notes are prepayable in whole or in part at any time without premium or penalty.

The sole sources of payment of interest on the Notes will be cash flow
generated by operations of the Corporation, capital contributions or loans of
the shareholders, or operational borrowings obtained from third party lenders.
The sole sources of repayment of principal and accrued interest on the Notes at
the end of their term will be a refinancing of the Notes, a sale of the
Contracts, proceeds from the repayment of the Contracts not used to acquire
additional Contracts, or loans or capital contributions from the shareholders.
Except for the Initial Loan (see "Business -- First American Capital Trust of
Florida, Inc -- Initial Loan"), shareholders and their Affiliates are under no
obligation to make capital contributions or loans to the Corporation. The
Corporation has no commitment to obtain loans from third party lenders and there
is no assurance such loans could be obtained. In addition, the Corporation
reserves the right to sell additional notes or equity interests in a public
offering or an offering exempt from registration under federal and state
securities laws to provide additional financing for the Corporation. There is no
assurance that any such offering would be undertaken or successful. If
sufficient funds are not available from any of such sources, the repayment of
all or part of the interest or principal on the Notes may be delayed or never be
made. No Investor subscription proceeds will be used to make principal or
interest payments on the Notes. See "Risk Factors" and "Secured Notes, Security
Documents and Indenture of Trust."

Holders of Notes are required under the Security Agreement to proceed
against and liquidate all the Contracts and other collateral before looking to
any other assets of the Corporation.

There is no sinking fund for payment of principal or interest on the Notes.

The price, amount of, and interest rate on the Notes to be offered have
been established arbitrarily by the Corporation and may bear no relationship to
its assets or to the earning potential of the Contracts or the Corporation. NOTE
HOLDERS WILL NOT ACQUIRE OR OBTAIN ANY BENEFITS WHICH MIGHT ACCRUE THROUGH AN
EQUITY INTEREST IN THE CORPORATION BY HIS PURCHASE OF NOTES.

SECURITY AGREEMENT

Under the Security Agreement, the Corporation has granted the Note Holders
through the Trustee a security interest (the "Security Interest") in and to all
of the following: any and all retail motor vehicle installment sale contracts
(the "Contracts") acquired with the funds constituting the Indebtedness or with
funds received from the repayment of said Contracts (the "Replacement
Contracts") or the Replacement

37
<PAGE> 40

Contracts, which Contracts or Replacement Contracts are originated in connection
with the financing of new and used automobiles and light-duty trucks (the
"Vehicles"), including all rights to receive payments thereunder and security
interests in and instruments of title to the Vehicles, whether now owned or
hereafter acquired, all funds in the following bank account ; all
proceeds of the offering pursuant to the Registration Statement of Debtor
declared effective by the Securities and Exchange Commission on ,
1996 (the "Registration Statement"); and in all products thereof and all cash
and non-cash proceeds of any of the foregoing, in any form, including, without
limitation, proceeds of insurance policies from the loss thereof, all titles to
the Vehicles and all assignment of liens, all Contracts, Vehicle Titles,
assignments or other documents and instruments located in a segregated, locked
file cabinet marked "Cabinet # -- FACT OF WEST FLORIDA,
INC. -- Secured Notes" in the possession, custody and control of the Custodian
as described in the Security Agreement and the Custodian Agreement (all of the
foregoing hereinafter called the "Collateral"); provided, however, that the
security interest granted hereunder is subject to the conditions and limitations
set forth in the Registration Statement, and the Collateral may be released to
the Corporation as set forth in the Custodian Agreement. Under the Security
Agreement, the Corporation is prohibited from pledging the Collateral as
security for debts and obligations of the Corporation other than the Notes. See
"Custodian Agreement," below.

The foregoing security interest will be subject to the provisions of a
Security Agreement and Collateral Assignment between the Corporation and the
Trustee for the benefit of Note Holders.

CUSTODIAN AGREEMENT

Robert J. Droubie & Associates, CPA, Clearwater, Florida, shall act as
Custodian of the original Contracts and certain additional documents relating to
the Contracts for the benefit of Note Holders. Pursuant to the terms of the
Custodian Agreement, the Custodian's duties are limited solely to receiving the
Contracts and related documents from the Corporation, keeping them as specified
in the Custodian Agreement and releasing them to the Corporation upon receipt of
an affidavit signed and sworn to by a duly authorized officer of the Corporation
that (a) the Corporation has received or anticipates receiving within five (5)
business days payment in full from the obligor under the Contract, (b) the
Corporation needs the Vehicle Title to repossess a Vehicle after default on a
Contract, or (c) any administrative event for which release for mailing to the
State is required under statute, rule, regulation or practice such as change in
name of Vehicle owner due to marriage or divorce, change of address Vehicle
owner, or notation of a subordinate lien on the Title. Upon a release of a
Vehicle Title pursuant to (c) above, the Corporation or its Agent shall promptly
return the Vehicle Title to the Custodian upon receipt of the reissued Vehicle
Title after the changes have been made by the appropriate state agency. Upon an
Event of Default on the Notes or in the Security Agreement, Custodian shall
deliver to the Trustee as representative of Secured Party all Collateral
promptly upon request of the Secured Party.

The Custodian Agreement provides that the Custodian may without
investigation act in reliance upon any writing or instrument or signature which
it, in good faith, believes to be genuine, may assume without investigation the
validity and accuracy of any statement or assertion contained in such a writing
or instrument, and may assume without investigation that any person purporting
to give any writing, notice, advice or instructions in connection with the
provisions hereof has been duly authorized to do so. The Custodian shall not be
liable in any manner for the sufficiency or correctness as to form, manner and
execution, or validity of

38
<PAGE> 41

any instrument deposited into this escrow, nor as to the identity, authority or
right of any person executing the same; and its duties hereunder shall be
limited to the safekeeping of such agreements, monies, instruments or other
documents received by it as such escrow holder, and for the disposition of the
same in accordance with the written instrument accepted by it in the escrow or
written instructions received by it.

By execution of the Subscription Agreement, the Note Holders will
acknowledge that they understand that the Custodian's duties are limited as
specified above and agree to indemnify and hold harmless the Custodian from any
claim, action, damage or expense with respect thereto.

INDENTURE OF TRUST

An Indenture of Trust will be entered into between the Corporation and the
Trustee for the benefit of Note Holders. The Trustee will accept title to the
Security Agreement on behalf of the Note Holders. The description of the
Indenture of Trust set forth below and references to Note Holders will be
determined based on the Notes issued to Note Holders. The duties of the Trustee
are to hold the Security Agreement, to perform certain obligations in the event
of a default in the payment of the principal and interest on the Notes, and to
execute and deliver to the Corporation partial or full satisfaction of the
Security Agreement upon partial or full repayment of the Notes.

, , Florida, will serve as the Trustee under the Indenture of
Trust. Pursuant to the terms of the Indenture of Trust, Mr. will
receive a fee of $ per year plus reimbursement of actual expenses. In
addition, upon the occurrence of an Event of Default under the Trust Agreement
or the Security Documents, the Trustee shall receive a fee of $75 per hour for
time incurred in rendering his duties as Trustee.

The following constitute Events of Default under the Indenture of Trust:
(a) the failure of the Corporation to make monthly interest payments due under
the terms of the Notes; (b) the failure of the Corporation to pay the principal
of any of the Notes in full when due, it being expressly understood that a
default in the payment of the principal of any Note shall constitute a default
in all Notes; (c) a default in any of the covenants of the Corporation contained
in the Security Documents or the occurrence of any event upon the happening of
which the Notes become due and payable (with or without an election on the part
of the Trustee); and (d) a default by the Corporation in any of its obligations
under the Indenture.

In the event that an Event of Default has not been cured within thirty (30)
days after written notice of its occurrence has been received by the
Corporation, either the Trustee or the holders of any Notes if there is an Event
of Default as set forth in subparagraphs (a) or (b) above, or the Trustee and
the holders of not less than twenty-five percent (25%) in aggregate principal
amount of the Notes then outstanding in connection with an Event of Default as
set forth in subparagraphs (c) or (d) above, by notice in writing to the
Corporation (and to the Trustee if given by the Note Holders), may declare the
principal of all of the Notes to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything to the contrary in the Indenture or the Notes notwithstanding.

If at any time after the principal of the Notes shall have been so declared
due and payable, and before any judgment or decree for the payment of monies due
shall have been obtained or entered the Corporation shall pay all accrued
interest upon the Notes and certain other events have occurred, all defaults
shall be deemed waived. At any time after the election to declare the principal
of all of the Notes due and payable as a result of an Event of Default, the
Trustee may institute any action or proceeding at law or in equity (including
foreclosure of the Security Agreement) for the collection of sums due and
unpaid. Any and all monies collected by the Trustee shall be applied in the
following order:

(1) To the payment of all costs and expenses of collection;

(2) To the payment of interest on the Notes, such payments to be made
ratably to the persons entitled thereto;

(3) To the payment of the outstanding principal balance on the Notes,
such payments to be made ratably to the persons entitled thereto; and

39
<PAGE> 42

(4) The remainder, if any, shall be paid to the Corporation, its
successors and assigns or to any other person under an order of court.

No Note Holder has any right to institute any suit, action or proceeding in
equity or at law with respect to the Indenture or the Notes unless such Note
Holder previously has given to the Trustee written notice of default and unless
the Holders of not less than 25% of the aggregate principal amount of the Notes
then outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name and shall have offered to the
Trustee payment of the costs, expenses and liabilities to be incurred and the
Trustee, for 60 days after receipt of such notice, shall have failed to
institute any such action. Notwithstanding the foregoing, if the Event of
Default is as specified in paragraph 5(a) or 5(b) of the Indenture of Trust, the
foregoing 25% requirement shall not apply, and such written notice need only be
given by any Note Holder. No one or more Note Holders shall have any right to
affect or prejudice the rights of any other Note Holders or to seek to obtain
priority over or preference to any other such Note Holder, or to enforce any
right under the Indenture or Notes, except in the manner provided in the
Indenture and for the equal, pro rata and common benefit of all Note Holders.
Notwithstanding any provision of the Indenture, however, the right of any Note
Holder to receive payment of the principal and interest on such Note, on or
after the due date of the principal thereof, or to institute suit for the
enforcement of such payment on or after such date, shall not be impaired or
affected without the consent of such Note Holder.

The Note Holders of a majority in aggregate principal amount of the Notes
at any time outstanding have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee; however, the
Trustee has the right to decline to follow any such direction if the Trustee has
been advised by counsel that the action may be lawfully taken or that the action
will be unduly prejudicial to the Note Holders not taking part in such
direction.

The Trustee is obligated to mail to the Note Holders notice of the
occurrence of an event of default within 30 days after it receives notice of
such event, unless such event shall have been cured before the giving of such
notice.

The Corporation agrees to indemnify the Trustee for any liability or
expense incurred without negligence or bad faith on the part of the Trustee in
connection with the administration of the Indenture.

The Indenture contains various provisions protecting the Trustee when he
acts in good faith in reliance on certificates and other documents supplied by
the Corporation and on opinions of Trustee's counsel.

The Trustee may resign at any time by giving written notice to the
Corporation and to the Note Holders. The Corporation is obligated to appoint
promptly a successor Trustee. If no successor Trustee shall have been so
appointed within 30 days after the mailing of notice of resignation, the
resigning Trustee may petition a court of competent jurisdiction for the
appointment of a successor Trustee, or any Note Holder may, on behalf of himself
and the other Note Holders, petition any such court for appointment of a
successor Trustee. In addition, the Holders of a majority of the aggregate
principal amount of the Notes at any time outstanding may remove the Trustee at
any time and appoint a successor Trustee.

40
<PAGE> 43

UNDERWRITING

The Notes are being offered on a "best-efforts, no minimum" basis through
Participating Dealers ("Participating Dealers") who are members of the National
Association of Securities Dealers, Inc. (the "NASD"). The Corporation has agreed
to indemnify all Participating Dealers against certain liabilities, including
liabilities under the Securities Act of 1933. The Corporation will pay the
Participating Dealers a selling commission of up to 5.0% of the offering price
($50 per Note) for all Notes sold. The Corporation will pay an amount up to 2%
of the offering price per Note ($20 per Note) to Participating Dealers as a Non-
Accountable Expense Allowance. These amounts are paid to Participating Dealers
weekly, based upon cleared subscription proceeds received during the week. In
addition, the Corporation will reimburse Participating Dealers in an amount up
to .5% per Note ($5 per Note) for actual due diligence expenses.

There is no lead underwriter for this offering. Participating Dealers will
execute Selling Agency Agreements with the Corporation; however, such
Participating Dealers will be under no obligation to sell any or all of the
Notes offered hereby. The Division of Corporation Finance of the U. S.
Securities and Exchange Commission has taken the position that any broker/dealer
that sells Notes in the offering may be deemed an underwriter as defined in
Section 2(11) of the Securities Act of 1933, as amended. The Corporation
reserves the right to enter into Selling Agency Agreements with other
Participating Dealers after the commencement of this offering. There is no
assurance that, even if any Participating Dealers sell the Notes offered hereby,
a court of competent jurisdiction or arbitration panel would deem any such
Participating Dealer to be an underwriter as so defined.

The Corporation intends to sell the Notes in this offering only in the
states in which the offering is qualified. An offer to purchase may only be made
and the purchase of the Notes may only be negotiated and consummated in such
states. The Subscription Agreement for the Notes must be executed, and the Notes
may only be delivered in, such states. Resale or transfer of the Notes may be
restricted under state law. See "Risk Factors -- No Market of Notes" and
"Transferability of Notes."

If the Corporation does not terminate the offering earlier, which in the
sole discretion of Management it may, the offering of Notes will continue until
the Corporation raises an aggregate of $9,900,000, provided that the offering
period for all of Notes of the Corporation will not exceed 24 months from the
date of this Prospectus.

Each Participating Dealer has agreed in accordance with the provisions of
SEC Rule 15c2-4 to cause all funds received for the sale of a Note to be
promptly deposited with the Corporation upon the receipt of the executed
Subscription Agreement and related funds by the Participating Dealer by or
before noon of the next business day following the sale of said Notes.

TRANSFERABILITY OF NOTES

The Notes will be registered with the Securities and Exchange Commission
and the State of Florida. The Notes may be registered or exempt from
registration in other states. NO PUBLIC OR OTHER MARKET FOR THE NOTES EXISTS AND
THERE CAN BE NO ASSURANCE THAT ONE MAY DEVELOP IN THE FUTURE. Accordingly, the
Notes should be purchased only as an investment to be held to the end of the
term of the Notes because Note Holders may not be able to liquidate their
investment in the event of an emergency or for any other reason. See "Risk
Factors."

PLAN OF DISTRIBUTION

The Notes purchased from the Corporation will be issued as soon as
practicable (generally, seven days) after the consummation of sales of Notes
under this offering. See "Underwriting."

41
<PAGE> 44

SALES MATERIAL

In addition to and apart from this Prospectus, the Corporation may utilize
certain sales material in connection with the offering of the Notes. In certain
jurisdictions, such sales material may not be available. This material may
include information relating to the offering, information brochures, articles
and publications concerning the business of the Corporation. Sales material may
only be furnished to prospective investors with a copy of the Prospectus or
after a copy of the Prospectus has been furnished to a prospective investor.

Other than as described herein, the Corporation has not authorized the use
of other sales material. The offering is made only by means of this Prospectus.
Although the information contained in such material does not conflict with any
of the information contained in this Prospectus, such material does not purport
to be complete, and should not be considered as part of this Prospectus or the
Registration Statement of which this Prospectus is a part, or as incorporated in
this Prospectus or said Registration Statement by reference, or as forming the
basis of the offering of the Notes which are offered hereby.

LEGAL MATTERS

The legality of the Notes offered hereby will be passed upon for the
Corporation by the law firm of Johnson, Blakely, Pope, Bokor, Ruppel & Burns,
P.A., 911 Chestnut Street, Clearwater, Florida 34616.

LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the Corporation is
a party.

EXPERTS

The financial statements of the Corporation in this Prospectus have been
audited by Cherry, Bekaert & Holland, L.L.P., independent certified public
accountants, as stated in their report appearing herein, and are included in
reliance upon the report of such accountants given upon their authority as
experts in accounting and auditing.

42
<PAGE> 45

FACT OF WEST FLORIDA, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants.................................... 2
Balance Sheet......................................................................... 3
Statement of Changes in Stockholder's Equity.......................................... 4
Notes to Financial Statements......................................................... 5
</TABLE>

F-1
<PAGE> 46

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
FACT of West Florida, Inc.

We have audited the balance sheet of FACT of West Florida, Inc. (the
Company) (a development stage enterprise) as of September 6, 1996, and the
related statement of changes in stockholder's equity for the period from
incorporation on August 15, 1996 through September 6, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FACT of West Florida, Inc.
as of September 6, 1996 and the changes in stockholder's equity for the period
from incorporation on August 15, 1996 through September 6, 1996 in conformity
with generally accepted accounting principles.

CHERRY, BEKAERT & HOLLAND, L.L.P.

Clearwater, Florida
September 13, 1996

F-2
<PAGE> 47

FACT OF WEST FLORIDA, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

BALANCE SHEET
SEPTEMBER 6, 1996

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash............................................................................. $25,000
OTHER ASSETS
Organization costs............................................................... 600
-------
$25,600
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Accrued expenses................................................................. $ 600
STOCKHOLDER'S EQUITY
Common stock -- $.01 par value, 100 shares authorized, issued and outstanding.... 1
Paid-in capital.................................................................. 24,999
-------
Total stockholder's equity............................................... 25,000
-------
$25,600
=======
</TABLE>

See notes to financial statements.

F-3
<PAGE> 48

FACT OF WEST FLORIDA, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM AUGUST 15, 1996 (INCEPTION)
THROUGH SEPTEMBER 6, 1996

<TABLE>
<CAPTION>
COMMON STOCK
--------------- PAID-IN
SHARES AMOUNT CAPITAL TOTAL
------ ------ ------- -------
<S> <C> <C> <C> <C>
Issuance of common stock for cash............................ 100 $1 $24,999 $25,000
--
--- ------- -------
Balance, September 6, 1996................................... 100 $1 $24,999 $25,000
=== == ======= =======
</TABLE>

See notes to financial statements.

F-4
<PAGE> 49

FACT OF WEST FLORIDA, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 6, 1996

NOTE 1 -- DESCRIPTION OF BUSINESS

GENERAL

FACT of West Florida, Inc. (Company) was incorporated on August 15, 1996 as
a Florida Corporation. The Company was formed to purchase, collect and service
retail motor vehicle installment sale financial contracts created by the sale of
new and used automobiles and light-duty trucks.

The stock of the Company is 100% owned by First American Capital Trust
(FACT), an affiliate of the Company. All employees of the Company will be leased
from FACT under a consulting agreement. The daily operations of the Company will
be administered through decisions made by the Company with assistance from FACT
and Park Finance of Broward, Inc. pursuant to consulting agreements.

The Company's fiscal year will end on December 31.

DEVELOPMENT STAGE ENTERPRISE

The Company is considered to be in the "development stage" as substantially
all of its efforts have been expended in establishing the new business. As of
September 6, 1996 the Company has incurred no operating expenses since
inception; accordingly, statements of income and cash flows are not applicable.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICY

Organization cost is amortized over 5 years using the straight line method.

NOTE 3 -- SECURED NOTE OFFERING

The Company plans to offer on a "best efforts basis" up to $9,900,000 of
10.5% Secured Promissory Notes (Notes) due in 24 months from issuance date. The
Notes are to be offered through licensed broker-dealers and will bear interest
at a stated rate of 10.5% per annum, payable quarterly. The broker-dealers will
be paid commissions equaling 5.0% of the proceeds of the Note sale. The
remainder of the Note sale proceeds in excess of costs and expenses associated
with the offering will be used to acquire retail installment contracts,
generally at a discount, secured by new and used automobiles and light trucks
(Contracts).

The Notes are issued under the terms of an Indenture Agreement between the
Company and a Trustee. The Notes are secured by the Contracts and proceeds
thereof.

A custodian will serve under an agreement to hold the original Contracts
and certain related documents such as vehicle titles for the benefits of the
Note holders until the Contracts are paid in full.

Use of proceeds of Contract collections is restricted to payments on the
Notes, payment of certain allowed expenses of the Company and the purchase of
additional Contracts.

F-5
<PAGE> 50

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTOR AND OFFICER

The Florida General Corporation Law permits indemnification by the Company
of any director, officer, employee or agent of the Company or person who is
serving at the Company's request as a director, officer, employee or agent of
another corporation, or other enterprise, as set forth in the statute which
appears on the next page.

The Company's Articles of Incorporation and Bylaws provide that the Company
shall, to the fullest extent permitted by the laws of the State of Florida,
indemnify any director, officer and employee of the Corporation against expenses
incurred by such person by reason of the fact that he serves or has served the
corporation in such capacity.

The Company's Bylaws provide that the Company shall, to the fullest extent
permitted by the laws of the State of Florida, indemnify each officer or
director against expenses (including attorney's fees), judgments, taxes, fines
and amounts paid in settlement incurred by him in connection with, and shall
advance expenses (including attorney's fees) incurred by him in defending, any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) through which he is, or is threatened
to be made, a party by reason of his being a director or officer of the Company,
or his serving or having served at the request of the Company as a director,
officer, partner, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

Indemnification under the Company's Articles of Incorporation and Bylaws is
nonexclusive of any other right such persons may have under statute, agreement,
bylaw or action of the Board of Directors or shareholders of the corporation.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
SEC Registration Fee............................................................ $ 3,414.00
NASD Registration Fee........................................................... 1,490.00
Printing and Engraving.......................................................... 30,000.00
Legal Fees and Expenses......................................................... 40,000.00
Accounting Fees and Expenses.................................................... 10,000.00
Blue Sky Qualification Fees and Expenses........................................ 20,000.00
Miscellaneous/Marketing......................................................... 10,096.00
-----------
Total (Estimate)...................................................... $115,000.00
===========
</TABLE>

The Registrant and the Agent will bear all expenses above.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Since its organization on August 15, 1996, the Corporation has not sold any
unregistered securities.

II-1
<PAGE> 51

ITEM 27. EXHIBITS

<TABLE>
<C> <C> <S>
*1.1 -- Articles of Incorporation
**1.2 -- Form of Selling Agency Agreement between the Corporation and Participating Dealers
**1.3 -- Subscription Agreement
*3.2 -- Bylaws of the Company
**4.1 -- Form of Secured Note
*4.2 -- Form of Security Agreement and Collateral Assignment
*4.3 -- Form of Custodian Agreement
*4.4 -- Form of Indenture of Trust
**5.1 -- Opinion regarding legality (including Consent)
**10.1 -- [Reserved]
*10.2 -- Initial Loan Promissory Note
**10.3 -- Form of Consulting Agreement
*23.1 -- Consent of Accountants
**27 -- Financial Data Schedule (For SEC Use Only)
</TABLE>

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

* Filed herewith
** To be filed by Amendment

All other schedules are omitted because they are not required or the
information is otherwise included in the financial statements.

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide at the closing
certificates in such denominations and registered in such names as required to
permit prompt delivery to each purchaser.

The Registrant undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any provisions contained in its certificate of
Incorporation, or bylaws, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-2
<PAGE> 52

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

LIST OF CONSENTS REQUIRED BY RULE 435

The consent of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A. to the
reference to the said firm in the Prospectus constituting a part of this
Registration Statement and to the use of its opinion as an exhibit to this
Registration Statement is included in the opinion of said firm (Exhibit 5).

II-3
<PAGE> 53

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clearwater, and State of Florida, on the 9th day of
October, 1996.

FACT OF WEST FLORIDA, INC.

By: /s/ DAVID A. JOHNSTON
------------------------------------
David A. Johnston
Chief Executive Officer, Chief
Financial Officer, President and
Chairman of the Board

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

<TABLE>
<CAPTION>
NAME POSITION DATE
- --------------------------------------------- --------------------------- -------------------
<C> <S> <C>
/s/ DAVID A. JOHNSTON Chief Executive Officer, October 9, 1996
- --------------------------------------------- Chief Financial Officer, --------------
David A. Johnston President and Chairman of
the Board

/s/ LARRY C. COURTNEY Vice President, Director October 9, 1996
- --------------------------------------------- --------------
Larry C. Courtney
</TABLE>

II-4
<PAGE> 54
EXHIBITS INDEX

<TABLE>
<S> <C> <C>
* 1.1 Articles of Incorporation

** 1.2 Form of Selling Agency Agreement between the Corporation and Participating Dealers

** 1.3 Subscription Agreement

* 3.2 Bylaws of the Company

** 4.1 Form of Secured Note

* 4.2 Form of Security Agreement and Collateral Assignment

* 4.3 Form of Custodian Agreement

* 4.4 Form of Indenture of Trust

** 5.1 Opinion regarding legality (including Consent)

** 10.1 [Reserved]

* 10.2 Initial Loan Promissory Note

** 10.3 Form of Consulting Agreement

* 23.1 Consent of Accountants

** 27 Financial Data Schedule (For SEC Use Only)

</TABLE>

* Filed herewith
** To be filed by Amendment

<PAGE> 1
EXHIBIT 1.1

STATE OF FLORIDA

[SEAL]

DEPARTMENT OF STATE

I certify the attached is a true and correct copy of the Aricles of
Incorporation of FACT OF WEST FLORIDA, INC., a Florida corporation, filed on
August 15, 1996, as shown by the records of this office.

I further certify the document was electronically received under FAX audit
number H96000011342. This certificate is issued in accordance with section
15.16, Florida Statutes, and authenticated by the code noted below.

The document number of this corporation is P96000067824.

Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Fifteenth day of August, 1996

Authentication Code: 696A00038866-081596-P96000067824-1/1

/s/ Sandra B. Mortham
---------------------
Sandra B. Mortham
Secretary of State

[SEAL]
<PAGE> 2

[SEAL]

FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State

August 15, 1996

FACT OF WEST FLORIDA, INC.
TWO PRESTIGE PLACE, SUITE 185
2650 MCCORMICK DRIVE
CLEARWATER, FL 34619

The Articles of Incorporation for FACT OF WEST FLORIDA, INC. were filed on
August 15, 1996, and assigned document number P96000067824. Please refer to
this number whenever corresponding with this office.

Enclosed is the certification requested. To be official, the certification for
a certified copy must be attached to the original document that was
electronically submitted and filed under FAX audit number H96000011342.

A corporation annual report will be due this office between January 1 and May 1
of the year following the calendar year of the file date year. A Federal
Employer Identification (FEI) number will be required before this report can be
filed. Please apply NOW with the Internal Revenue Service by calling
1-800-829-3676 and requesting form SS-4.

Please be aware if the corporate address changes, it is the responsibility of
the corporation to notify this office.

Should you have any questions regarding corporations, please contact this office
at the address given below.

Dana Calloway
Document Specialist
New Filings Section
Division of Corporations Letter Number: 696A00038866

Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314

<PAGE> 3
ARTICLES OF INCORPORATION

FACT OF WEST FLORIDA, INC.

ARTICLE I - NAME AND ADDRESS

The name of this corporation is FACT OF WEST FLORIDA, INC. The mailing
address of the corporation is: Two Prestige Place, 2650 McCormick Drive,
Suite 185, Clearwater, Florida 34619. The address of the corporation's
principal office is: Two Prestige Place, 2650 McCormick Drive, Suite 185,
Clearwater, Florida 34619.

ARTICLE II - DURATION

This corporation shall have perpetual existence.

ARTICLE III - CAPITAL STOCK

This corporation is authorized to issue 100 shares of common stock,
which shall be designated as "Common Shares." The par value shall be One
Cent ($0.01).

ARTICLE IV - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation
is: Two Prestige Place, 2650 McCormick Drive, Suite 185, Clearwater,
Florida 34619, and the name of the initial registered agent of this
corporation at that address is DAVID A. JOHNSTON.

ARTICLE V - INCORPORATOR

The name and address of the person signing these Articles is:

<TABLE>

Name Address
---- -------
<S> <C>
DAVID A. JOHNSTON Two Prestige Place
2650 McCormick Drive
Suite 185
Clearwater, Florida 34619
</TABLE>

<PAGE> 4

ARTICLE VI - INDEMNIFICATION

The corporation shall indemnify any officer or director, or any former
officer or director to the full extent permitted by law.

ARTICLE VII - AMENDMENT

This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this _____ day of August, 1996.

/s/ David A. Johnston
------------------------------
DAVID A. JOHNSTON

2
<PAGE> 5

CERTIFICATE DESIGNATING REGISTERED AGENT
AND STREET ADDRESS FOR SERVICE OF PROCESS
WITHIN FLORIDA

Pursuant to Fla. Stat. Section 48.091, FACT OF WEST FLORIDA, INC.,
desiring to organize under the laws of the State of Florida, hereby
designates DAVID A. JOHNSTON, located at: Two Prestige Place, 2650
McCormick Drive, Suite 185, Clearwater, Florida 34619, as its registered
agent to accept service of process within the State of Florida.

ACCEPTANCE OF DESIGNATION

The undersigned hereby accepts the above designation as registered
agent to accept service of process for the above-named corporation, at the
place designated above, and agrees to comply with the provisions of Fla.
Stat. Section 48.091(2) relative to maintaining an office for the service of
process.

/s/ David A. Johnston
-------------------------------
DAVID A. JOHNSTON

<PAGE> 6
ARTICLES OF INCORPORATION

FACT OF WEST FLORIDA, INC.

ARTICLE I - NAME AND ADDRESS

The name of this corporation is FACT OF WEST FLORIDA, INC. The mailing
address of the corporation is: Two Prestige Place, 2650 McCormick Drive, Suite
185, Clearwater, Florida 34619. The address of the corporation's principal
office is: Two Prestige Place, 2650 McCormick Drive, Suite 185, Clearwater,
Florida 34619.

ARTICLE II - DURATION

This corporation shall have perpetual existence.

ARTICLE III - CAPITAL STOCK

This corporation is authorized to issue 100 shares of common stock,
which shall be designated as "Common Shares." The par value shall be One Cent
($0.01).

ARTICLE IV - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation
is: Two Prestige Place, 2650 McCormick Drive, Suite 185, Clearwater, Florida
34619, and the name of the initial registered agent of this corporation at that
address is DAVID A. JOHNSTON.

ARTICLE V - INCORPORATOR

The name and address of the person signing these Articles is:

Name Address
---- -------
DAVID A. JOHNSTON Two Prestige Place
2650 McCormick Drive
Suite 185
Clearwater, Florida 34619

<PAGE> 7

ARTICLE VI - INDEMNIFICATION

The corporation shall indemnify any officer or director, or any former
officer or director to the full extent permitted by law.

ARTICLE VII - AMENDMENT

IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 14th day of August, 1996.

/s/ David A. Johnston
---------------------
DAVID A. JOHNSTON

2
<PAGE> 8

CERTIFICATE DESIGNATING REGISTERED AGENT
AND STREET ADDRESS FOR SERVICE OF PROCESS
WITHIN FLORIDA

Pursuant to Fla. Stat. Section 48.091, FACT OF WEST FLORIDA, INC.,
desiring to organize under the laws of the State of Florida, hereby designates
DAVID A. JOHNSTON, located at: Two Prestige Place, 2650 McCormick Drive, Suite
185, Clearwater, Florida 34619, as its registered agent to accept service of
process within the State of Florida.

ACCEPTANCE OF DESIGNATION

The undersigned hereby accepts the above designation as registered
agent to accept service of process for the above-named corporation, at the
place designated above, and agrees to comply with the provisions of Fla. Stat.
Section 48.091(2) relative to maintaining an office for the service of process.

/s/ David A. Johnston
---------------------
DAVID A. JOHNSTON

<PAGE> 1
EXHIBIT 3.2

BYLAWS
OF
FACT OF WEST FLORIDA, INC.

ARTICLE I. Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation.

The annual meeting of shareholders for any year shall be held no later
than thirteen (13) months after the last preceding annual meeting of
shareholders. Business transacted at the annual meeting shall include the
election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders
shall be held when directed by the Board of Directors, or when requested in
writing by the holders of not less than ten percent (10%) of all the shares
entitled to vote at the meeting. A meeting requested by shareholders shall be
called for a date not less than ten (10) nor more than sixty (60) days after
the request is made, unless the shareholders requesting the meeting designate a
later date. The call for the meeting shall be issued by the Secretary, unless
the President, Board of Directors, or shareholders requesting the meeting
designate another person to do so.

Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.

Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

Section 5. Notice of Adjourned Meetings. When a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in this

<PAGE> 2

section to each shareholder of record on the new record date entitled to vote
at such meeting.

Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.

If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders.

When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof, with
the address of and the number and class and series, if any, of shares held by
each. The list, for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the corporation, at the principal
place of business of the corporation or at the office of the transfer agent or
registrar of the corporation and any shareholder shall be entitled to inspect
the list at any time during usual business hours. The list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder at any time during the meeting.

2
<PAGE> 3

If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business
by that class or series.

If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.

Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

A shareholder may vote the number of shares owned by him either in
person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact.

Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a
certified copy of the bylaws or other instrument of the corporate shareholder.
In the absence of any such designation, or in case of conflicting designation
by the corporate shareholder, the chairman of the board, president, any vice
president, secretary and treasurer of the corporate shareholder shall be
presumed to possess, in that order, authority to vote such shares.

3
<PAGE> 4

Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient
to redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the
holders thereof upon surrender of certificates therefor, such shares shall not
be entitled to vote on any matter and shall not be deemed to be outstanding
shares.

Section 10. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.

The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate office responsible
for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.

4
<PAGE> 5

If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the
copy of the record of the holders of voting trust certificates has been
deposited with the corporation as provided by law, such documents shall be
subject to the same right of examination by a shareholder of the corporation,
in person or by agent or attorney, as are the books and records of the
corporation, and such counterpart and such copy of such record shall be subject
to examination by any holder of record of voting trust certificates either in
person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholders' Agreements. Two (2) or more shareholders,
of this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair
the right of this corporation to treat the shareholders of record as entitled
to vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. If any class of shares is entitled to vote thereon as a class, such
written consent shall be required of the holders of a majority of the shares of
each class of shares entitled to vote as a class thereon and of the total
shares entitled to vote thereon.

Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which dissenters rights are provided under the law, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with
further provisions of the law regarding the rights of dissenting shareholders.

5
<PAGE> 6

ARTICLE II. Directors

Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of a corporation shall be
managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this
state or shareholders of this corporation.

Section 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties
as a director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably believes to
be in the best interests of the corporation, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances.

In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable and competent in the
matters presented,

(b) counsel, public accountants or other persons as to
matters which the director reasonably believes to be within such person's
professional or expert competence, or

(c) a committee of the board upon which he does not serve,
duly designated in accordance with a provision of the articles of incorporation
or the bylaws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.

A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.

Section 5. Presumption of Assent. A director of the corporation who
is present at a meeting of its Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless he votes against such

6
<PAGE> 7

action or abstains from voting in respect thereto because of an asserted
conflict of interest.

Section 6. Number. This corporation shall have at least one (1)
director. The minimum number of directors may be increased or decreased from
time to time by amendment to these bylaws, but no decrease shall have the
effect of shortening the terms of any incumbent director and no amendment shall
decrease the number of directors below one (1), unless the stockholders have
voted to operate the corporation.

Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may
be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the transaction of
business. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or
any other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because
such director or directors are present at the meeting of the Board of Directors
or a committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:

<PAGE> 8

(a) The fact of such relationship or interest is disclosed
or known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed
or known to the shareholders entitled to vote and they authorize, approve or
ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as
to the corporation at the time it is authorized by the board, a committee or
the shareholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees. The Board of Directors,
by resolution adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and one or more other
committees each of which, to the extent provided in such resolution, shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:

(a) approve or recommend to shareholders actions or
proposals required by law to be approved by shareholders,

(b) designate candidates for the office of director, for
purposes of proxy solicitation or otherwise,

(d) amend the bylaws,

(e) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a class
of shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor,
and, in the case of a series, the designation thereof, may, pursuant to a
general formula or method specified by the Board of Directors, by resolution or
by adoption of a stock option or other plan, authorize a committee to fix the
terms of any contract for the sale of the shares and to fix the terms upon
which such shares may be issued or sold, including, without limitation, the
price, the rate or manner of payment of dividends, provisions for redemption,
sinking fund, conversion, voting or preferential rights, and provisions for
other features of a class of

8
<PAGE> 9

shares, or a series of a class of shares, with full power in such committee to
adopt any final resolution setting forth all the terms thereof and to authorize
the statement of the terms of a series for filing with the Department of
State.

The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings by
the Board of Directors shall be held without notice. Written notice of the time
and place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.

Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.

Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.

Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

<PAGE> 10

Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be
taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, signed by all of the directors, or all the members of the committee, as
the case may be, is filed in the minutes of the proceedings of the board or of
the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III. Officers

Section 1. Officers. The officers of this corporation shall consist
of a president, a secretary and a treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers and agents
as may be deemed necessary may be elected or appointed by the Board of
Directors from time to time. Any two (2) or more offices may be held by the
same person. The failure to elect a president, secretary or treasurer shall
not affect the existence of this corporation.

Section 2. Duties. The officers of this corporation shall have the
following duties:

The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out,
and perform such other duties as may be prescribed by the Board of Directors or
the President.

The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements
and render accounts thereof at the annual meetings of stockholders and whenever
else required by the Board of Directors or the President, and shall perform
such other duties as may be prescribed by the Board of Directors or the
President.

Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgment the best interests of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.

10
<PAGE> 11

Any vacancy, however occurring, in any office may be filled by the
Board of Directors, unless the bylaws shall have expressly reserved such power
to the shareholders.

Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of
an officer or agent shall not of itself create contract rights.

ARTICLE IV. Stock Certificates

Section 1. Issuance. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is
fully paid.

Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at
the date of its issuance.

Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, such
restrictions.

Each certificate representing shares shall state upon the face thereof:
the name of the corporation; that the corporation is organized under the laws
of this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.

Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized attorney, and upon
surrender or cancellation of a certificate or certificates for a like number of
shares.

<PAGE> 12

Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
corporation may direct, to indemnify the corporation, the transfer agent, and
registrar against any claim that may be made on account of the alleged loss,
destruction, or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the corporation.

ARTICLE V. Books and Records

Section 1. Corporate Records.

(a) The corporation shall keep as permanent records minutes
of all meetings of its shareholders and Board of Directors, a record of all
actions taken by the shareholders or Board of Directors without a meeting, and
a record of all actions taken by a committee of the Board of Directors on
behalf of the corporation.

(b) The corporation shall maintain accurate accounting
records and a record of its shareholders in a form that permits preparation of
a list of the names and addresses of all shareholders in alphabetical order by
class of shares showing the number and series of shares held by each.

(c) The corporation shall keep a copy of: its articles or
restated articles of incorporation and all amendments to them currently in
effect; these Bylaws or restated Bylaws and all amendments currently in effect;
resolutions adopted by the Board of Directors creating one or more classes or
series of shares and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding;
the minutes of all shareholders' meetings and records of all actions taken by
shareholders without a meeting for the past three years; written communications
to all shareholders generally or all shareholders of a class of series within
the past three years, including the financial statements furnished for the last
three years; a list of names and business street addresses of its current
directors and officers; and its most recent annual report delivered to the
Department of State.

(d) The corporation shall maintain its records in written
form or in another form capable of conversion into written form within a
reasonable time.

Section 2. Shareholders' Inspection Rights. A shareholder is entitled
to inspect and copy, during regular business hours at the corporation's
principal office, any of the corporate records described in Section 1(c) of
this Article if the shareholder gives the corporation written notice of the
demand at least five (5) business days before the date on which he wishes to
inspect and copy the records.

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<PAGE> 13

A shareholder is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the corporation, any of the
following records of the corporation if the shareholder gives the corporation
written notice of this demand at least five (5) business days before the date
on which he wishes to inspect and copy provided (a) the demand is made in good
faith and for a proper purpose; (b) the shareholder described with reasonable
particularity the purpose and the records he desires to inspects; and (c) the
records are directly connected with the purpose: (i) excerpts from minutes of
any meeting of the Board of Directors, records of any action of a committee of
the Board of Directors while acting in place of the Board on behalf of the
corporation; (ii) accounting records; (iii) the record of shareholders; and
(iv) any other books and records of the corporation.

This Section 2 does not affect the right of a shareholder to inspect
and copy the shareholders' list described in Section 7 of Article I, if the
shareholder is in litigation with the corporation to the same extent as any
other litigant or the power of a court to compel the production of corporate
records for examination.

The corporation may deny any demand for inspection if the demand was
made for an improper purpose, or if the demanding shareholder has within the
two (2) years preceding his demand, sold or offered for sale any list of
shareholders of the corporation or of any other corporation, has aided or
abetted any person in procuring any list of shareholders for that purpose, or
has improperly used any information secured through any prior examination of
the records of this corporation or any other corporation.

Section 3. Financial Information. Not later than four (4) months
after the close of each fiscal year, this corporation shall prepare a balance
sheet showing in reasonable detail the financial condition of the corporation
as of the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.

<PAGE> 14

ARTICLE VI. Dividends

The Board of Directors of this corporation may, from time to time,
declare, and the corporation may pay dividends on its shares in cash, property
or its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the articles
of incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid,
except as otherwise provided in this section, only out of the unreserved and
unrestricted earned surplus of the corporation or out of capital surplus,
howsoever arising but each dividend paid out of capital surplus, and the amount
per share paid from such surplus shall be disclosed to the shareholders
receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation's
own treasury shares.

(c) Dividends may be declared and paid in the corporation's
own authorized but unissued shares out of any unreserved and unrestricted
surplus of the corporation upon the following conditions:

(1) If a dividend is payable in shares having a par
value, such shares shall be issued at not less than the par value thereof and
there shall be transferred to stated capital at the time such dividend is paid
an amount of surplus equal to the aggregate par value of the shares to be
issued as a dividend.

(2) If a dividend is payable in shares without par
value, such shares shall be issued at such stated value as shall be fixed by
the Board of Directors by resolution adopted at the time such dividend is
declared, and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus equal to the aggregate stated value so
fixed in respect of such shares; and the amount per share so transferred to
stated capital shall be disclosed to the shareholders receiving such dividend
concurrently with the payment thereof.

(d) No dividend payable in shares of any class shall be
paid to the holders of shares of any other class unless the articles of
incorporation so provide or such payment is authorized by the affirmative vote
or the written consent of the holders of at least a majority of the outstanding
shares of the class in which the payment is to be made.

<PAGE> 15

(e) A split-up or division of the issued shares of any
class into a greater number of shares of the same class without increasing the
stated capital of the corporation shall not be construed to be a share dividend
within the meaning of this section.

ARTICLE VII. Corporate Seal

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
as it appears on page 1 of these Bylaws.

ARTICLE VIII. Amendments

These bylaws may be repealed or amended, and new bylaws may be adopted,
by the Board of Directors.

End of Bylaws adopted, by the Board of Directors.

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

<PAGE> 1
EXHIBIT 4.2

SECURITY AGREEMENT

This SECURITY AGREEMENT (hereinafter called this "Agreement") is made
_______________, 199__, by and between FACT OF WEST FLORIDA, INC., a Florida
corporation, located at Two Prestige Place, 2650 McCormick Drive, Suite 185,
Clearwater, Florida 34619(hereinafter called "Debtor") and _________________,
as Trustee on behalf of those persons listed on Schedule A (hereinafter
collectively called "Secured Party").

In consideration of the covenants and conditions stated in this
Agreement, the parties agree as follows:

1. Indebtedness Secured.

This Agreement and the Security Interest secure the payment of
certain Secured Notes issued and executed by Debtor, pursuant to the Indenture
of Trust (the "Indenture") dated ________________, by and between Debtor and
_______________________ and made payable to the holders of such Secured Notes
in the aggregate principal sum of up to $9,900,000 (hereinafter collectively
called the "Note"), together with all other indebtedness of every kind or
nature owing by Debtor to Secured Party, whether now existing or hereafter
incurred, direct or indirect, absolute or contingent, and whether the
indebtedness is from time to time reduced and thereafter increased or entirely
extinguished and thereafter reincurred, and including any sums advanced and any
costs and expenses incurred by Secured Party pursuant to this Agreement, the
Note or any other note or evidence of indebtedness (all of such is herein
sometimes referred to as the "Indebtedness").

2. Security Interest.

For value received, Debtor hereby grants to Secured Party a
security interest (the "Security Interest") in and to all of the following:
any and all retail motor vehicle installment sale contracts (the "Contracts")
acquired with the funds constituting the Indebtedness or with funds received
from the repayment of said Contracts (the "Replacement Contracts") or the
Replacement Contracts, which Contracts or Replacement Contracts are originated
in connection with the financing of new and used automobiles and light-duty
trucks (the "Vehicles"), including all rights to receive payments thereunder
and security interests in and instruments of title to the Vehicles, whether now
owned or hereafter acquired, all funds in the following bank account
__________________; all proceeds of the offering pursuant to the Registration
Statement of Debtor declared effective by the Securities and Exchange
Commission on _______________, 1994 (the "Registration Statement"); and in all
products thereof and all cash and non-cash proceeds of any of the foregoing, in
any form, including, without limitation, proceeds of insurance policies from
the loss thereof, all titles to the Vehicles and all assignment of liens, all
Contracts, Vehicle Titles, assignments or other documents and instruments
located in a segregated, locked fireproof file cabinet marked "Cabinet
#_____________ -__________________________. - Secured Notes - Series ___" in
the possession, custody and control of the Custodian as described in paragraph
4.5 hereof (all of the foregoing hereinafter called the "Collateral");
provided, however, that the security interest granted hereunder is subject to
the conditions and limitations set forth in the Registration Statement and the
Collateral may be released to Debtor as set forth in the Custodian Agreement.

<PAGE> 2

3. Representation and Warranties of Debtor.

Debtor represents and warrants and, so long as any portion of
the Indebtedness remains unpaid, shall be deemed continuously to represent and
warrant that:

3.1. Debtor is the owner of the Collateral free and clear of
all security interests or other encumbrances and claims of any kind or nature
in favor of any third persons, and Secured Party has a first, perfected
security interest in all of the Collateral;

3.2. Debtor is authorized to enter into this Agreement and
into the transactions contemplated hereby and evidenced by the Note;

3.3. The Collateral is used or bought for use solely in
business operations, and all of the relevant Collateral will remain personal
property regardless of the manner in which any of it may be affixed to real
property.

4. Covenants of Debtor.

Debtor covenants that so long as any Indebtedness remains
unpaid, Debtor:

4.1. Will defend the Collateral against the claims and
demands of all other parties, except purchasers of inventory in the ordinary
course of business;

4.2. Will keep the Collateral free and clear from all
security interests, liens and other encumbrances and claims of any kind or
nature in favor of any third persons, except the Security Interest; and Debtor
will not pledge the Collateral as security for any debts or obligations other
than the Notes;

4.3. Will not sell, pledge, transfer, assign, deliver, or
otherwise dispose of any Collateral or any interest therein, except that until
the occurrence of an Event of Default (as defined in paragraph 7.1 of this
Agreement) it may deal with the Collateral, including taking any aforementioned
action, as described in the Registration Statement;

4.4. Will keep in accordance with generally accepted
accounting principles, consistently applied, accurate and complete records
concerning the Collateral; will mark such records and, upon request of the
Secured Party made from time to time, the Collateral to give notice of the
Security Interest; and will, upon request made from time to time, permit the
Secured Party or its agents to inspect the Collateral and the Debtor's records
concerning the Collateral and to audit and make abstracts of such records or
any of the Debtor's books, ledgers, reports, correspondence and other records;

4.5. Upon demand will deliver to the Custodian for the
Secured Party any instruments, documents of title and chattel paper
representing or relating to the Collateral or any part thereof, and all
schedules, invoices, shipping, or delivery receipts, together with the
endorsement or assignment described in the Registration Statement and all other
documents representing or relating to purchases or other acquisitions or sales
described in the Registration Statement or other dispositions of the Collateral
and the proceeds thereof and any and all other schedules, documents, and
statements in accordance with the terms of that certain Custodian Agreement
between the Debtor, Custodian and Trustee on behalf of the Secured Party of
even date herewith;

<PAGE> 3

4.6. Will notify the Secured Party in writing at least
thirty (30) days in advance of any change in the Debtor's address specified on
the first page of this Agreement, of any change in the location or of any
additional locations at which the Collateral is kept, of any change in the
address at which records concerning the Collateral are kept and of any change
in the location of the Debtor's residence, chief executive office or principal
place of business;

4.7. Will make any amendment, alteration, modification or
cancellation of or substitution for or credits, adjustments or allowances on
any Collateral only as described in the Registration Statement;

4.8. Will execute and deliver to the Secured Party such
financing statements and other documents requested by the Secured Party and
take such other action as described in the Registration Statement and subject
to the limitations set forth herein, to perfect, protect or continue the
perfection of the Security Interest and effect the purposes of this Agreement;

4.9. Will pay or cause to be paid when due all taxes,
assessments and other charges of every kind and nature which may be levied or
assessed upon or against the transaction contemplated hereby or the Collateral;

4.10. Will deliver the Collateral to the Custodian pursuant
to that certain Custodian Agreement between the Corporation, Custodian and
Trustee on behalf of the Secured Party of even date herewith;

4.11. Will not make any distributions to shareholders or
payments to affiliates except as set forth in the Registration Statement
related to the issuance of the Notes;

4.12. Will use the Collateral only for the purposes set forth
in the Registration Statement and will not commingle the Collateral
constituting cash with funds of any person or entity other than Debtor;

4.13. Upon an Event of Default, will deliver any Collateral
in the form of funds in Debtor's bank account to the Trustee and will surrender
control of said accounts to the Trustee;

4.14. Will keep all funds which constitute the Collateral in
the following segregated Bank Account , and will not
commingle any other funds with funds in said account;

4.15. Will execute and deliver to the Custodian the
Assignments under the Agency Agreement which is an exhibit to the Registration
Statement and the Collateral Assignments attached hereto as Exhibits A and B as
required by the Secured Party.

5. Verification of Collateral.

Secured Party shall have the right to verify the existence and
value of the Collateral in any manner and through any medium which Secured
Party may consider appropriate, and Debtor shall furnish such assistance and
information and perform such acts as Secured Party may require in connection
therewith.

<PAGE> 4

6. Future Advances.

It is agreed that any additional loans or advances by the
Secured Party secured hereby to or for the benefit of Debtor, whether such
loans or advances are obligatory or are made at the option of Secured Party or
otherwise, at any time within twenty (20) years from the date of this
Agreement, with interest thereon at the rate agreed upon at the time of each
such loan or advance, shall be equally secured with and have the same priority
as the original indebtedness and be subject to all of the terms and provisions
of this Agreement, whether or not such additional loan or advance is evidenced
by the Note or any other promissory note of Debtor and whether or not
identified by a recital that it is secured by this Agreement; provided,
however, that Debtor hereby understands and agrees that this future advance
provision does not in any way obligate Secured Party or any other person to
make any additional loans or advances to Debtor.

7. Default.

7.1. Events of Default. Subject to the following
limitations, an Event of Default occurs if:

a. the Debtor receives written notice from a
Secured Party of a default in the payment of interest on any Note when the same
becomes due and payable and the default continues for a period of 30 days after
receipt of such notice;

b. the Debtor receives written notice from a
Secured Party of a default in the payment of the principal of any Note when the
same becomes due and payable at maturity or otherwise after receipt of such
notice;

c. the Debtor fails to comply with any of its
other agreements in the Notes, this Agreement or the Indenture of Trust and the
default continues for the period and after the notice specified below;

d. the Debtor pursuant to or within the meaning of
any Bankruptcy Law:

(1) commences a voluntary case,

(2) consents to the entry of an order for
relief against it in any involuntary case,

(3) consents to the appointment of a
Receiver of it or for any substantial part of its property,

(4) makes a general assignment for the
benefit of its creditors, or

(5) fails generally to pay its debts as
they become due; or

e. a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:

<PAGE> 5

(1) is for relief against the Debtor in an
involuntary case,

(2) appoints a Receiver of the Debtor or
for any substantial part of its property, or

(3) orders the liquidation of the Debtor,
and the order or decree remains unstayed and in effect for 90 days.

The term "Bankruptcy Law" means Title 11, United States Code, or any
similar federal or state law for the relief of debtors. The term "Receiver"
means any receiver, trustee, assignee, liquidator, or similar official under
any Bankruptcy Law.

A default under section (c) is not an Event of Default until the
Secured Party holding at least a majority in principal amount of the Notes
notifies the Debtor of the default and the Debtor does not cure the default
within 90 days after receipt of the notice. The notice must specify the
default, demand that it be remedied, and state that the notice is a "Notice of
Default."

7.2. Rights and Remedies Upon Default. If an Event of
Default occurs and is continuing either: (a) the Secured Party, by written
notice to the Debtor or (b) the Secured Party holding at least 25% in principal
amount of the Notes, by written notice to the Debtor and the Trustee, may
declare the principal of and accrued interest on all the Notes to be due and
payable immediately. After a declaration such principal and interest shall be
due and payable immediately. An acceleration and its consequences shall be
rescinded if all existing Events of Default have been cured or waived prior to
the entry of a judgment against the Debtor and if the rescission would not
conflict with any judgment or decree.

Subject to the provisions of the preceding paragraph,
if an Event of Default occurs and is continuing, the Secured Party may pursue
any available remedy by proceeding at law or in equity to collect the payment
of principal and interest on the Notes or to enforce the performance of any
provision of the Notes or this Agreement.

Subject to the foregoing, the Secured Party holding a
majority in principal amount of the Notes by notice to the Debtor may waive an
existing Default or Event of Default and its consequences. When a Default or
Event of Default is waived, it is cured and stops continuing and no rights and
remedies thereon may continue to be enforced.

Notwithstanding anything to the contrary in this
Agreement, Secured Party is required to proceed against and liquidate all
Collateral before looking to any other assets of the Debtor.

7.3. Notice. Debtor agrees that any notice by Secured Party
of the sale, lease or other disposition of the Collateral or any other intended
action hereunder, whether required by the Uniform Commercial Code or otherwise,
shall constitute reasonable notice to Debtor if the notice is mailed by regular
or certified mail, postage prepaid, at least ten (10) days before the date of
any public sale, lease or other disposition of the Collateral, or the time
after which any private sale, lease or other disposition of the Collateral is
to take place, to Debtor's address as specified in this Agreement or to any
other address which Debtor has notified Secured Party in writing as the address
to which notices shall be given to Debtor.

7.4. Costs. Debtor shall pay all costs and expenses
incurred by Secured Party in enforcing this Agreement, realizing upon any
Collateral and collecting any Indebtedness. Costs and expenses will include
but not be limited to all reasonable attorneys' and paralegals' fees and
expenses.

<PAGE> 6

7.5. Deficiency. In the event that the proceeds of the
Collateral are insufficient to satisfy the entire unpaid Indebtedness, Debtor
will be responsible for the deficiency and shall pay the same upon demand.
Secured Party will account to Debtor for any proceeds of the Collateral in
excess of the Indebtedness and the costs and expenses referred to in Section
7.4.

8. Miscellaneous.

8.1. Perfection of Security Interest. Debtor authorizes
Secured Party at Debtor's expense to file any financing statement or statements
relating to the Collateral (with or without Debtor's signature thereon), and to
take any other action deemed necessary or appropriate by Secured Party to
perfect and to continue perfection of the Security Interest. Debtor hereby
irrevocably appoints Secured Party as its attorney-in-fact to execute financing
statements in Debtor's name and to perform all other acts which Secured Party
deems necessary or appropriate to perfect and protect the Security Interest.
Such appointment is binding and coupled with an interest. Upon request of
Secured Party before or after the occurrence of an Event of Default, Debtor
agrees to give Secured Party possession of any Collateral, possession of which
is, in Secured Party's opinion, necessary or desirable to perfect or continue
perfection or priority of the Security Interest. A photocopy of this Agreement
is sufficient as a financing statement and may be filed as such if Secured
Party so elects.

8.2. Continuing Agreement. This Agreement is a continuing
agreement with respect to the subject matter hereof and shall remain in full
force and effect until all of the Indebtedness now or hereafter contracted for
or created or existing and any extensions or renewals of the Indebtedness
together with all interest thereon has been paid in full.

8.3. Right to Proceeds. Secured Party may demand, collect,
and sue for all proceeds of the Collateral (either in Debtor's or Secured
Party's name at the latter's option) with the right to enforce, compromise,
settle, or satisfy any claim. Debtor hereby irrevocably appoints Secured Party
as Debtor's attorney-in-fact to endorse, by writing or stamp, Debtor's name on
all checks, commercial paper, and other instruments pertaining to the proceeds.
Such appointment is binding and coupled with an interest. Debtor also
authorizes Secured Party to collect and apply against the Indebtedness any
refund of insurance premiums or any insurance proceeds payable on account of
the loss of or damage to any of the Collateral and hereby irrevocably appoints
Secured Party as Debtor's attorney-in-fact to endorse, by writing or stamp, any
check or draft representing such proceeds or refund. Such appointment is
binding and coupled with an interest. Before or after an Event of Default
Secured Party may notify any party obligated to pay proceeds of the Collateral
of the existence of the Security Interest and may also direct them to pay all
such proceeds to Secured Party.

8.4. Property in Secured Party's Possession. As further
security for the repayment of the Indebtedness, Debtor grants to Secured Party
a security interest in all property of Debtor which is or may hereafter be in
Secured Party's possession in any capacity, including all monies owed or to be
owed by Secured Party to Debtor; and with respect to all of such property,
Secured Party shall have the same rights as it has with respect to the
Collateral.

8.5. Set-Off. Without limiting any other right of Secured
Party, whenever Secured Party has the right to declare any Indebtedness to be
immediately due and payable, Secured Party may set off against the Indebtedness
all monies then owed to Debtor by Secured Party in any capacity whether due or
not.

<PAGE> 7

8.6. Failure to Perform; Reimbursement. Upon Debtor's
failure to perform any of its duties hereunder, Secured Party may, but it shall
not be obligated to, perform any of such duties and Debtor shall forthwith upon
demand reimburse Secured Party for any expense incurred by Secured Party in
doing so with interest thereof at a rate equal to the lesser of eighteen
percent (18%) per annum or the maximum rate permitted by applicable law.

8.7. Non-Waiver. No delay or omission by Secured Party in
exercising any right or remedy hereunder or with respect to any Indebtedness
shall operate as a waiver of that or any other right or remedy, and no single
or partial exercise of any right or remedy shall preclude Secured Party from
any other or future exercise of the right or remedy or the exercise of any
other right or remedy. Secured Party may agree to a cure of any default by
Debtor in any reasonable manner without waiving any other prior or subsequent
default by Debtor.

8.8. Third Parties. Secured Party shall have no obligation
to take, and Debtor shall have the sole responsibility for taking, any steps to
preserve rights against all prior parties to any document of title, general
intangible, instrument or chattel paper in Secured Party's possession as
Collateral or proceeds of the Collateral.

8.9. Waiver of Notice of Dishonor and Protest, etc. Debtor
waives dishonor, protest, presentment, demand for payment, notice of dishonor
and notice of protest of any instrument at any time held by Secured Party with
respect of which Debtor is in any way liable and waives notice of any other
action by Secured Party.

8.10. Assignments. Debtor's rights and obligations under
this Agreement are not assignable in whole or in part by operation of law or
otherwise. Secured Party may assign its rights and obligations under this
Agreement, in whole or in part, without notice to or consent of Debtor and all
of such rights shall be enforceable by Secured Party's successors and assigns.

8.11. Definitions; Multiple Parties; Section Headings. The
term "person" when referred to herein shall mean an individual, partnership,
corporation or any other legal entity. If more than one Debtor executes this
Agreement, the term "Debtor" includes each of the Debtors as well as all of
them, and their obligations under this Agreement shall be joint and several.
Whenever the context so requires, the neuter gender includes the feminine and
masculine and the singular number includes the plural. Unless otherwise
defined herein or the context requires otherwise, terms used herein shall have
the same meaning as defined in the Uniform Commercial Code as enacted by the
State of Florida. Section headings are used herein for convenience only and do
not alter or limit the meaning of the language contained in each section.

8.12. Amendment; Waiver. This Agreement may not be modified
or amended nor shall any provision of it be waived except by a written
instrument signed by Debtor and by Secured Party.

8.13. Choice of Law; Waiver of Jury Trial. This Agreement
has been delivered in the State of Florida and shall be interpreted, and the
rights and liabilities of the parties hereto determined, in accordance with the
internal laws (as opposed to the conflicts of law provisions) of the State of
Florida. Debtor and Secured Party hereby waive any right to a trial by jury in
any action to enforce or defend any matter arising from or related to (i) this
Agreement; (ii) any Note; or (iii) any documents or agreements evidencing or
relating to this Agreement or any Note. Debtor agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in any
other jurisdiction by suit on the judgment or in any other manner provided by
law. Nothing in this paragraph shall affect or impair Secured Party's right to
serve legal process in any manner permitted by law, or Secured Party's right to
bring any action or proceeding against Debtor, or the property of Debtor, in
the courts of any other jurisdiction.

<PAGE> 8

8.14. Expenses. Debtor shall pay all costs and expenses
relating to this Agreement and the Indebtedness, including but not limited to,
filing and recording fees, documentary stamps including, without limitation,
Florida documentary stamps in the amount of $ , intangible tax (if any),
and Secured Party's attorney's fees and expenses.

8.15. Notice. Except as otherwise provided herein, any
notice required hereunder shall be in writing and shall be deemed to have been
validly served, given or delivered upon deposit in the United States certified
or registered mails, with proper postage prepaid, addressed to the party to be
notified as follows:

a. If to Secured Party at:
-----------------------

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

b. If to Debtor at:
-----------------------
Two Prestige Place
2650 McCormick Drive
Suite 185
Clearwater, Florida 34619

or to such other address as each party may designate for itself by like notice.

8.16. Severability. If any provision of this Agreement is
prohibited by, or is unlawful or unenforceable under, any applicable law of any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent of such prohibition without invalidating the remaining provisions
hereof; provided, however, that any such prohibition in any jurisdiction shall
not invalidate such provision in any other jurisdiction.

8.17. Reliance by Secured Party. All covenants, agreements,
representations and warranties made herein by Debtor shall, notwithstanding any
investigation by Secured Party, be deemed to be material to and to have been
relied upon by Secured Party.

8.18. Entire Agreement. This Agreement, the Note and the
other instruments, agreements and documents contemplated hereby contain the
entire agreement between Secured Party and Debtor with respect to the subject
matter hereof and supersedes and cancels any prior understanding and agreement
between Secured Party and Debtor with respect thereto.

8.19. Binding Effect. Subject to the provisions of paragraph
8.10, this Agreement shall be binding upon the heirs, personal representatives,
successors and assigns of Debtor and shall inure to the benefit of the
successors and assigns of Secured Party.

8.20. Time. Time is of the essence in this Agreement.

8.21. Attorney's Fees. The parties hereby agree that in the
event any of the terms and conditions contained in this Agreement, including
the indemnification provisions contained herein, must be enforced by reason of
any past, existing or future delinquency of payment, of failure of observance
or of

<PAGE> 9

performance by any of the parties hereto, in each such instance, the
defaulting party shall be liable for reasonable collection and/or legal fees,
trial and appellate levels, any expenses and legal fees incurred, including
time spent in supervision of paralegal work and paralegal time, and any other
expenses and costs incurred in connection with the enforcement of any available
remedy.

8.22. Capacity. The Secured Party is entering into this
Agreement solely in its capacity as Trustee under the Indenture and shall be
entitled to the privileges, immunities and protections afforded it thereunder
in any actions taken by it as Secured Party hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

FACT OF WEST FLORIDA, INC., a
Florida corporation

By:
----------------------------
DAVID A. JOHNSTON, President

<PAGE> 10

EXHIBIT A

COLLATERAL ASSIGNMENT

FACT OF WEST FLORIDA, INC., a Florida corporation ("Assignor") hereby
collaterally assigns to _______________________, as Trustee for the Secured
Party ("Assignee") the Contract attached hereto (the "Contract"). This
Collateral Assignment shall become absolute upon the occurrence of an Event of
Default as defined in the Security Agreement, in which event Assignee shall
become the owner of the Contract and shall be entitled to exercise all of the
remedies provided in the Security Agreement with respect to such Contract.

This Collateral Assignment shall be governed and construed in
accordance with the laws of the State of Florida and the provisions of the
Security Agreement, which is incorporated herein.

As used herein, all capitalized terms shall have the same meaning as in
the Assignor's Registration Statement declared effective by the Securities and
Exchange Commission on _____________, 1996.

IN WITNESS WHEREOF, the Assignor has placed its hand and seal this
_____ day of _________________, 199_.

FACT OF WEST FLORIDA, INC., a Florida corporation

By:
----------------------------------------------
DAVID A. JOHNSTON, President

<PAGE> 11

EXHIBIT B

COLLATERAL ASSIGNMENT

FACT OF WEST FLORIDA, INC., a Florida corporation ("Assignor") hereby
collaterally assigns to _______________________, as Trustee ("Assignee") the
Collateral as set forth in the Security Agreement between Assignor and Assignee
of even date herewith (the "Collateral"). This Collateral Assignment shall
become absolute upon the occurrence of an Event of Default as defined in the
Security Agreement, in which event Assignee shall become the owner of the
Collateral and shall be entitled to exercise all of the remedies provided in
the Security Agreement with respect to such Collateral.

This Collateral Assignment shall be governed and construed in
accordance with the laws of the State of Florida and the provisions of the
Security Agreement, which is incorporated herein.

IN WITNESS WHEREOF, the Assignor has placed its hand and seal this
_____ day of _________________, 199_.

FACT OF WEST FLORIDA, INC., a Florida corporation

By:
----------------------------------------------
DAVID A. JOHNSTON, President

<PAGE> 1
EXHIBIT 4.3

CUSTODIAN AGREEMENT

THIS CUSTODIAN AGREEMENT is made and entered into as of this ____ day
of ___________, 199_, between FACT OF WEST FLORIDA, INC., a Florida corporation
(the "Debtor"), a Florida corporation, as Trustee (the "Secured Party") and
____________________________________ (the "Custodian").

R E C I T A L S:

A. The Debtor has duly authorized the offer and sale of Secured
Notes (the "Notes") in the aggregate principal sum of up to $9,900,000 due on
or before __________________, which Notes are secured by certain Collateral as
set forth in a Security Agreement between the Debtor and Secured Party.

B. In order to perfect the Secured Party's security interest in
the Collateral as granted under the Security Agreement, Debtor has agreed to
deposit the Collateral with the Custodian subject to the terms and conditions
of this Agreement.

1. The above recitals are true and correct and are incorporated
herein by reference. All capitalized terms shall have the same meaning as in
the Security Agreement between Debtor and Secured Party of even date herewith.

2. Debtor or its Agent will deposit with Custodian the Collateral
in the manner described in the Registration Statement. The Custodian will have
sole possession, custody and control of the Collateral on behalf of the Secured
Party and shall maintain in its sole possession the Collateral in a segregated,
locked file cabinet marked "Cabinet No. _________ - FACT OF WEST FLORIDA, INC."
to which Custodian and its agents will have sole access. The Custodian will
have no responsibility for Collateral it does not receive.

3. The Custodian will release to the Debtor each Contract and
related documents including the Vehicle Title constituting the Collateral upon
receipt of an affidavit signed and sworn to by a duly authorized officer of
Debtor that (a) Debtor has received or anticipates receiving within five (5)
business days payment in full from the obligor under the Contract, (b) Debtor
needs the Vehicle Title to repossess a Vehicle after default on a Contract, or
(c) any administrative event for which release for mailing to the State is
required under statute, rule, regulation or practice such as change in name of
Vehicle owner due to marriage or divorce, change of address Vehicle owner, or
notation of a subordinate lien on the Title. Upon a release of a Vehicle Title
pursuant to 3(c) above, the Debtor or its Agent shall promptly return the
Vehicle Title to the Custodian upon receipt of the reissued Vehicle Title after
the changes have been made by the appropriate state agency. Upon an Event of
Default on the Notes or in the Security Agreement, Custodian shall deliver to
the Trustee as representative of Secured Party all Collateral promptly upon
request of the Secured Party.

4. The Custodian undertakes to perform only such duties as are
expressly set forth herein, and no implied duties or obligations shall be read
into this Agreement against the Custodian.

5. The Custodian may without investigation act in reliance upon
any writing or instrument or signature which it, in good faith, believes to be
genuine, may assume without investigation the validity and accuracy of any
statement or assertion contained in such a writing or instrument, and may
assume without investigation that any person purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has
been duly authorized to do so. The Custodian shall not be liable in any manner
for the sufficiency or correctness as to form, manner and execution, or
validity of any instrument

<PAGE> 2

deposited into this escrow, nor as to the identity, authority or right of any
person executing the same; and its duties hereunder shall be limited to the
safekeeping of such agreements, monies, instruments or other documents received
by it as such escrow holder, and for the disposition of the same in accordance
with the written instrument accepted by it in the escrow or written
instructions received by it.

6. The Debtor hereby agrees to indemnify the Custodian and hold it
harmless from any and all claims, liabilities, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees or charges of any
character or nature, which it may incur or with which it may be threatened by
reason of its acting as Custodian, against any and all expenses, including
attorneys' fees and the cost of defending any action, suit or proceeding or
resisting any claim. The Custodian shall be vested with a lien on all property
deposited hereunder for indemnification, for attorneys' fees or charges of any
character or nature, which may be incurred by said Custodian by reason of
disputes arising between the makers of this escrow as to the correct
interpretation of this Agreement and instructions given to the Custodian
hereunder, or otherwise, with the right of said Custodian, regardless of the
instructions aforesaid to hold the said property until and unless said
additional expenses, fees and charges shall be fully paid.

7. If the parties be in disagreement about the interpretation of
this Custodian Agreement or about the rights and obligations or the propriety
or any action contemplated by the Custodian hereunder, the Custodian may, in
its sole discretion, file an action in interpleader to resolve the said
disagreement. The Custodian shall be indemnified by Debtor for all costs,
including reasonable attorneys' fees, in connection with the aforesaid
interpleader action, and shall be fully protected in suspending all or a part
of its activities under this Agreement until a final judgment in the
interpleader action is received.

8. The Custodian may consult with counsel of its own choice and
shall have full and complete authorization and protection for any action taken
or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. The Custodian shall otherwise not be liable for any mistakes of
fact or error of judgment or for any acts or omissions of any kind unless
caused by its willful misconduct or negligence.

9. The Custodian may resign upon thirty days' written notice to
the parties to this Agreement. If a successor Custodian is not appointed
within a thirty-day period, the Custodian may petition a court of competent
jurisdiction to name a successor Custodian.

10. The Debtor shall pay the Custodian such fees and compensation,
if any, as shall be mutually agreed.

11. The warranties, representations, covenants and agreements set
forth herein shall be continuous and shall survive the termination of this
Agreement or any part hereof.

12. This Agreement contains the entire understanding between the
parties hereto with respect to the transactions contemplated hereby, and this
Agreement supersedes in all respects all written or oral understandings and
agreements heretofore existing between the parties hereto.

13. This Agreement may not be modified or amended except by an
instrument in writing duly executed by the parties hereto. No waiver of
compliance with any provision or condition hereof and no consent provided for
herein shall be effective unless evidenced by an instrument in writing duly
executed by the party hereto sought to be charged with such waiver or consent.

<PAGE> 3

14. Notices and requests required or permitted hereunder shall be
deemed to be delivered hereunder if mailed with postage prepaid or delivered,
in writing.

15. This Agreement may be executed in one or more counterparts, and
all such counterparts shall constitute one and the same instrument.

16. Captions used herein are for convenience only and are not a
part of this Agreement and shall not be used in construing it.

17. The parties to this Agreement acknowledge that the performance
of their respective obligations hereunder is essential to the consummation of
the transactions contemplated by this Agreement. Each of them further
acknowledges that no party will have an adequate remedy at law if any other
party will have an adequate remedy at law if any other party fails to perform
its or their obligations hereunder. In such event, each party shall have the
right, in addition to any other rights or remedies it may have, to compel
specific performance of this Agreement.

18. The Custodian and Debtor shall pay their own expenses in
connection with this Agreement and the transactions contemplated hereby,
including the fees and expenses of their counsel, certified public accountants
and other experts.

19. This Agreement shall not be assignable by any of the parties to
this Agreement without the prior written consent of all other parties to this
Agreement.

20. The parties to this Agreement agree that jurisdiction and venue
shall properly lie in the Sixth Judicial Circuit of the State of Florida, in
and for Pinellas County, Florida, or in the United States District Court for
the Middle District of Florida (Tampa Division), with respect to any legal
proceedings arising from this Agreement. Such jurisdiction and venue is merely
permissive; and jurisdiction and venue also shall continue to lie in any court
where jurisdiction and venue are found to be proper. The parties further agree
that the mailing of any process shall constitute valid and lawful process
against them.

21. This Agreement has been negotiated and prepared and shall be
performed in the State of Florida, and the validity, construction and
enforcement of, and the remedies under, this Agreement shall be governed in
accordance with the laws of the State of Florida (except that if any choice of
law provision under Florida law would result in the application of the law of a
state or jurisdiction other than the State of Florida, such provision shall not
apply).

22. The invalidity or unenforceability of any particular provision
hereof shall not affect the remaining provisions of this Agreement, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.

23. The rights and obligations of the parties hereunder shall inure
to the benefit of, and be binding and enforceable upon the respective
successors, assigns and transferees of either party.

24. This Custodian Agreement shall terminate and the Custodian
shall be discharged of all responsibility hereunder at such time as the
Custodian shall receive a written affidavit signed and sworn to by a duly
authorized officer of Debtor that the Notes have been repaid in full or the
Custodian has delivered all Collateral to the Secured Party as provided in
paragraph 3.

<PAGE> 4

25. The Secured Party is not liable for any acts or omissions of
the Custodian in acting hereunder.

26. The Secured Party is entering into this Agreement solely in its
capacity as Trustee under the Indenture and shall be entitled to the
privileges, immunities and protections afforded it thereunder in any actions
taken by it hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Custodian
Agreement on the day and year first above written.

WITNESSES: Debtor:

FACT OF WEST FLORIDA, INC., a Florida corporation

By:
---------------------------------------------
DAVID A. JOHNSTON, President

Secured Party:

,as Trustee
-------------------

By:
----------------------------------------------
As:
----------------------------------------------

Custodian:

By:
----------------------------------------------
As:
----------------------------------------------

<PAGE> 1
EXHIBIT 4.4

INDENTURE OF TRUST

This Indenture of Trust is dated as of the ___ day of ________ 1996, by
and between FACT OF WEST FLORIDA, INC., a Florida corporation (the "Company"),
and _______________________ (the "Trustee").

Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Secured Notes -
Series ________ due on ____________.

NOW, THEREFORE, for valuable consideration, the receipt, adequacy, and
sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

"Collateral" means the collateral as described in the Security
Documents.

"Company" means the party named as such in this Indenture until
a successor replaces it and thereafter means the successor.

"Custodian" means the party with possession of the Security
Documents under the Custodian Agreement on behalf of and for the benefit of the
Note Holders which shall initially be ________________________________________.

"Custodian Agreement" means the Custodian Agreement with
respect to the Collateral entered into between the Custodian, the Company and
Trustee on behalf of the Secured Party.

"Default" means any event which is, or after notice or lapse of
time or both would be, an Event of Default.

"Holder" or "Note Holders" means the person in whose name a
Note is registered on the Registrar's books.

"Indenture" means this Indenture of Trust, as amended or
supplemented from time to time.

"Notes" means the Secured Notes of the Company issued pursuant
to this Indenture.

"Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, or the Secretary of the Company.

"Officer's Certificate" means a certificate signed by an
Officer or by an Assistant Treasurer or Assistant Secretary of the Company.

<PAGE> 2

"SEC" means the Securities and Exchange Commission.

"Security Documents" means the Security Agreement and
Collateral Assignment which provides that the assets described in Exhibit "B"
hereto are pledged as security for the Notes.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (Sec.) 77
aaa, et seq.) as in effect on the date of this Indenture.

"Trustee" means the party named as such in this Indenture until
a successor replaces it and thereafter means the successor.

"Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

SECTION 1.02. OTHER DEFINITIONS.

Term Defined in Section
---- ------------------
"Bankruptcy Law" 5.01
"Legal Holiday" 7.10
"Paying Agent" 2.03
"Registrar" 2.03
"Receiver" 5.01

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"Indenture Securities" means the Notes.

"Indenture Security Holder" means a Note Holder.

"Indenture to be Qualified" means this Indenture.

"Indenture Trustee" or "Institutional Trustee" means the
Trustee.

"Obligor" on the Indenture Securities means the Company.

All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute, or defined by SEC rule
have the meanings assigned to them.

2
<PAGE> 3

SECTION 1.04. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally
accepted accounting principles;

(d) words in the singular include the plural, and in the
plural include the singular.

ARTICLE 2

THE SECURITIES

SECTION 2.01. FORM AND DATING.

The Notes shall be substantially in the form of Exhibit "A."
The Notes may have notations, legends, or endorsements required by law or
usage. The Company shall approve the form of the Notes and any notation,
legend, or endorsement on them. Each Note shall be dated the date of its
issuance.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

An Officer shall sign and authenticate the Notes. Execution of
the Notes is permitted by the manual or facsimile signature of the Company and
authentication shall be made by manual signature. The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.
If an Officer who signed a Note no longer holds that office at a later date,
the Note shall be valid nevertheless.
The aggregate principal amount of Notes outstanding at any time may not exceed
$22,500,000. Note denominations of $1,000 or any multiple thereof are
authorized.

SECTION 2.03. REGISTRATION AND PAYMENT.

The Company shall act as Registrar and Paying Agent for
purposes of registration of transfer of the Notes. The Company shall keep a
register of the Notes and of their transfer and exchange. Notes shall be
presented to the Company for payment.

SECTION 2.04. NOTE HOLDER LISTS.

The Trustee shall preserve the most recent list provided to it
by the Company of the names and addresses of Note Holders. At the end of each
month during the offering to the end of each six months after the close of the
offering, the Company shall furnish to the Trustee and at such other times as
the Trustee may request in writing a list in such form and as of such date of
the names and addresses of Note Holders. The Trustee may conclusively rely on
such list.

<PAGE> 4

SECTION 2.05. REGISTRATION, TRANSFER, AND EXCHANGE.

When a Note is presented to the Registrar or a Co-registrar
with a request to register transfer, the Registrar shall register the transfer
as requested if the requirements of the Florida Uniform Commercial Code are
met. To permit transfer and exchanges of the type provided for in Section
6.05, an Officer shall authenticate Notes at the Registrar's request. The
Company may charge a reasonable fee for any transfer, but not for any exchange
pursuant to Section 6.05.

ARTICLE 3

TRUSTEE

SECTION 3.01. ACCEPTANCE OF TRUST.

The Trustee hereby accepts the appointment as Trustee under
the terms and conditions hereof.

SECTION 3.02. DUTIES OF TRUSTEE.

(a) Upon the occurrence of an Event of Default, the Trustee
shall receive from the Custodian and hold the Collateral under the Security
Documents in trust for the benefit of the Note Holders and exercise any rights
granted to it under the Security Documents, and, if applicable, shall comply
with the provisions of Section 3.11 of the TIA.

(b) If an Event of Default has occurred and is continuing,
the Trustee shall exercise its rights and powers and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

(1) The Trustee shall perform only those duties
that are specifically set forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the statements expressed therein, upon certificates and opinions
furnished to the Trustee and conforming to the requirements of this Indenture.

(3) The signature or other prior authorization of
the Trustee shall not be required prior to the release of any Collateral to the
Company by the Custodian as permitted in the Custodian Agreement.

(d) The Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(1) This paragraph does not limit the effect of
Paragraph (c) of this Section.

(2) The Trustee shall not be liable for any error
of judgment made in good faith unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts.

<PAGE> 5

(3) The Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.05.

(e) Every provision of this Indenture that in any way
relates to the Trustee is subject to Paragraphs (b), (c), and (d) of this
Section.

(f) The Trustee may refuse to perform any duty or exercise
any right or power unless it receives indemnity satisfactory to it against any
loss, liability, or expense.

(g) The Trustee shall not be liable for interest on any
money received by it except as otherwise agreed with the Company.

(h) The Trustee shall execute and deliver to the Company
the satisfactions of Security Documents as provided for in Section 4.01(b).

(I) The Trustee is authorized and directed to enter into
the Security Agreement and Custodian Agreement on behalf of the Note Holders
solely in its capacity as Trustee under the Indenture.

SECTION 3.03. RIGHTS OF TRUSTEE.

(a) The Trustee may rely on any document believed by it to
be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may
require an Officer's Certificate or an opinion of counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on the Officer's Certificate or opinion. The Trustee may consult with
counsel and any advice or opinion of counsel shall be full and complete
protection in respect of any action taken or not taken by it hereunder in
reliance upon such advice or opinion of counsel.

(c) The Trustee may act through agents and attorneys and
shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers.

(e) The Trustee shall not be liable for the acts or
omissions of the Custodian.

(f) The Trustee shall have no duty or obligation to monitor
the actions of any servicer of the Collateral under the Security Documents or
act as successor servicer for such Collateral.

SECTION 3.04. TRUSTEE'S DISCLAIMER.

The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Security Documents or the Notes. The recitals
contained herein and in the Notes shall be taken as statements of the Company
and the Trustee assumes no responsibility for their correctness. The Trustee
shall not be accountable for the Company's use of the proceeds from the Notes,
and it shall not be responsible for any statement in the Notes or in any
prospectus used in the sale of the Notes.

5
<PAGE> 6

SECTION 3.05. INDIVIDUAL RIGHTS OF TRUSTEE, ETC.

The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
or Co-registrar may do the same with like rights. The Trustee, however, must
comply with Sections 3.11 and 3.12.

SECTION 3.06. NOTICE OF DEFAULTS.

If an Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail as provided in Section 7.02 notice
of the Event of Default to the Note Holders within 90 days after it occurs.
Except in the case of a default in payment of any Note, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of the Note
Holders.

SECTION 3.07 REPORTS BY TRUSTEE TO HOLDERS.

If required under the provisions of TIA (Sec.) 313(a), within
60 days after each December 31st beginning with the December 31st following the
date of this Indenture, the Trustee shall provide to the Note Holders specified
in TIA (Sec.) 313(c) a brief report dated as of such December 31st that complies
with TIA (Sec.) 313(a). The Trustee also shall comply with TIA (Sec.) 313(b).

Within the time period provided for in TIA (Sec.) 313(b), the
Trustee shall provide to those Note Holders specified in TIA (Sec.) 313(c) the
brief reports required by TIA (Sec.) 313(b).

A copy of each report at the time of its mailing to Note
Holders shall be filed with the SEC and each stock exchange on which the
Securities are listed. The Company shall notify the Trustee if the Securities
are listed on any stock exchange.

SECTION 3.08. COMPENSATION AND INDEMNITY.

The Company agrees:

(a) to pay the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of
the trustee of an express trust);

(b) to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
(including the reasonable compensation, disbursements and expenses of its
agents and counsel), except any such expenses or disbursements as may be
attributable to its negligence or bad faith; and

(c) to indemnify the Trustee for, and to hold it harmless
against any loss, cost, liability, claim or expense incurred without negligence
or bad faith on its part related to or arising out of the acceptance of and
administration of the duties of the Trustee hereunder, including, without
limitation, the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Company shall reimburse the Trustee upon its request
for any legal expenses in connection with the foregoing.

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<PAGE> 7

To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee. The obligations of the Company in this Section
shall survive the discharge of this Indenture or resignation or removal of the
Trustee.

SECTION 3.09. REPLACEMENT OF TRUSTEE.

The Trustee may resign by so notifying the Company, but such
resignation shall not be effective until the date set forth in this Section
3.09 below. The Holders of a majority in principal amount of the Notes may
remove the Trustee by so notifying the removed Trustee and may appoint a
successor Trustee with the Company's consent. The Company may remove the
Trustee if:

(a) the Trustee fails to comply with Section 3.11;

(b) the Trustee is adjudged a bankrupt or an insolvent;

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee to
the successor Trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have the rights, powers, and
duties of the Trustee under this Indenture. A successor Trustee shall give
notice of its succession to each Note Holder as provided in Section 7.02.

If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of a majority in principal amount of the Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

If the Trustee fails to comply with Section 3.11, any Note
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

SECTION 3.10. SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates with, merges or converts into, or
transfers or sells all or substantially all of its corporate trust business to
another corporation, the resulting, surviving, or transferee corporation
without any further act shall be the successor Trustee.

7
<PAGE> 8

SECTION 3.11. ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA (Sec.) 310(a)(1) and (5). The Trustee shall have a
combined capital and surplus of at least $150,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
(Sec.) 310(b).

SECTION 3.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST CORPORATION.

The Trustee shall comply with TIA (Sec.) 311(a), excluding any
creditor relationship listed in TIA (Sec.) 311(b). A Trustee who has resigned
or been removed shall be subject to TIA (Sec.) 311(a) to the extent indicated
therein.

SECTION 3.13. CO-TRUSTEE.

At any time for the purpose of meeting any legal requirements
of any jurisdiction, including in case of the exercise of any rights or
remedies of the Trustee upon an Event of Default hereunder, the Company and the
Trustee acting jointly shall have the power to appoint an additional
institution or individual as a separate or co-trustee and to vest in such
separate or co-trustee such powers, duties, obligations and rights as the
Trustee and the Company may consider necessary or desirable. If the Company
shall not join in such appointment within fifteen days after receipt of a
request of the Trustee to do so, or if an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment.

Upon the appointment of a separate or co-trustee, all rights,
powers, duties and obligations conferred or imposed upon the Trustee may be
exercised and performed by the Trustee and such separate or co-trustee jointly
except to the extent that under any law in any jurisdiction in which any act or
acts are to be performed the Trustee shall not be permitted or qualified to
perform such act or acts in which event such act or acts shall be exercised and
performed by the separate or co-trustee at the written direction of the
Trustee.

ARTICLE 4

COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

(a) The Company shall promptly pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes. All
sums held by the Company as Paying Agent for payment of principal and interest
on the Notes are held in trust for the benefit of the Note Holders and the
Trustee.

(b) Simultaneously with the mailing of monthly interest
payments to the Note Holders, the Company shall deliver to the Trustee an
Officer's Certificate stating that such payment has been made, or if no payment
is made, shall deliver a notice of default to the Trustee. The same procedure
shall be followed with respect to the payment of the principal on the Notes.
Upon the receipt by the Trustee of an Officer's Certificate that any Notes have
been paid in full and compliance with the requirements of TIA Sec. 314(d), the
Trustee shall execute and deliver to the Company a partial satisfaction of the
Security Documents in recordable form furnished to it by the Company, which the

8
<PAGE> 9

Company may record in the Public Records and upon such delivery to the Trustee
of an Officer's Certificate that all Notes have been paid in full and
compliance with the requirements of TIA Sec. 314(d) (together with all accrued
interest), the Trustee shall execute and deliver to the Company a full
satisfaction of the Security Documents to the extent furnished to it by the
Company and the Trustee and the Company shall be relieved of all further
obligations hereunder except as provided in Section 3.08 hereof.

SECTION 4.02. COMPLIANCE CERTIFICATE.

The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any default by the Company in performing its
covenants in Article 4. If they do know of such default, the Officer's
Certificate shall describe the default. The Officer's Certificate need not
comply with Section 7.07. The first Officer's Certificate shall be delivered
to the Trustee by the date required under the TIA.

SECTION 4.03. SEC AND OTHER REPORTS.

The Company shall file with the Trustee within 15 days after it
files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) which the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. The Company also shall comply with the other
provisions of TIA (Sec.) 314(a) and (b).

ARTICLE 5

Defaults and Remedies

SECTION 5.01. EVENTS OF DEFAULT.

Subject to the limitations set forth in this Article 5, an
Event of Default occurs if:

(1) the Company receives written notice from a Note Holder
of a default in the payment of interest on any Note when the same becomes due
and payable;

(2) the Company receives written notice from a Note Holder
of a default in the payment of the principal of any Note when the same becomes
due and payable;

(3) the Company fails to comply with any of its other
agreements in the Notes, the Security Documents, or this Indenture and the
default continues for the period and after the notice specified below;

(4) the Company pursuant to or within the meaning of any
Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief
against it in any involuntary case,

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<PAGE> 10

(d) makes a general assignment for the benefit of
its creditors, or

(e) fails generally to pay its debts as they become
due; or

(5) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(a) is for relief against the Company in an
involuntary case,

(b) appoints a Receiver of the Company or for any
substantial part of its property, or

The term "Bankruptcy Law" means Title 11, United States Code,
or any similar federal or state law for the relief of debtors. The term
"Receiver" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

A default under section (3) is not an Event of Default until
the Trustee or the Holders of at least a majority in principal amount of the
Notes notify the Company of the default and the Company does not cure the
default within 90 days after receipt of the notice. The notice must specify
the default, demand that it be remedied, and state that the notice is a "Notice
of Default."

SECTION 5.02. ACCELERATION.

If an Event of Default occurs and is continuing either: (a)
the Trustee, by written notice to the Company or (b) the Holder of any Note, by
written notice to the Company and the Trustee, may declare the principal of and
accrued interest on all the Notes to be due and payable immediately. After a
declaration such principal and interest shall be due and payable immediately.

SECTION 5.03. OTHER REMEDIES; LIMITATION.

Subject to the provisions of the preceding paragraph, if an
Event of Default occurs and is continuing, the Trustee or any Note Holder with
respect to an Event of Default under Sections 5.01(1) and (2) may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal and interest on the Notes or to enforce the performance of any
provision of the Notes, the Security Documents or this Indenture.

Notwithstanding anything to the contrary in this Agreement, the
Trustee is required to proceed against and liquidate all Collateral before
looking to any other assets of the Company.

SECTION 5.04. POSTPONEMENT OF INTEREST PAYMENT; WAIVER OF DEFAULTS.

The Holders of not less than 75 per centum in Notes at the time
outstanding may consent on behalf of the holders of all such Notes to the
postponement of any interest payment for a period not

10
<PAGE> 11

exceeding three years from its due date. This exception to the rights of Note
Holders is specifically permitted under Section 316(b) of the TIA. The Holders
of a majority of the Notes may consent to the waiver of any past default and
its consequences, except a default in payment of principal and interest or any
other waiver prohibited under Section 6.02.

SECTION 5.05. CONTROL BY MAJORITY.

The Holders of a majority in principal amount of the Notes may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it. The
Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture, that is unduly prejudicial to the rights of other Note Holders,
or that may involve the Trustee in personal liability.

SECTION 5.06. LIMITATION ON SUITS.

A Note Holder may not use this Indenture to prejudice the
rights of another Note Holder or to obtain a preference or priority over the
other Note Holder.

A Note Holder may not institute any suit, if and to the extent that the
institution or prosecution thereof or the entry of judgment therein would,
under applicable law, result in the surrender, impairment, waiver, or loss of
the lien of the Indenture upon any property subject to such lien.

SECTION 5.07. PRIORITIES.

If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

First: to the Trustee for amounts due under Section
3.08;

Second: to Note Holders for amounts due and unpaid on
the Notes for interest, then principal, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for
principal and interest; and

Third: to the Company.

The Trustee may fix a record date and payment date for any
payment to Note Holders.

ARTICLE 6

AMENDMENTS, SUPPLEMENTS, AND WAIVERS

SECTION 6.01. WITHOUT CONSENT OF HOLDERS.

The Company may amend or supplement this Indenture or the Notes
without notice to or consent of any Note Holder to cure any ambiguity,
omission, defect, or inconsistency; or to make any change that does not
adversely affect the rights of any Note Holder.

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<PAGE> 12

SECTION 6.02. WITH CONSENT OF HOLDERS.

The Company may amend or supplement this Indenture, the
Security Documents, or the Notes without notice to any Note Holder but with the
written consent of the Holders of not less than a majority in principal amount
of the Notes. The Holders of a majority in principal amount of the Notes may
waive compliance by the Company with any provision of this Indenture, the
Security Documents, or the Notes without notice to any Note Holder. Without
the consent of each Note Holder affected, however, an amendment, supplement, or
waiver, except the waiver pursuant to Section 5.04, may not:

(1) reduce the amount of Notes whose Holders must consent
to an amendment, supplement or waiver;

(2) reduce the rate or extend the time for payment of
interest on any Note;

(3) reduce the principal of or extend the fixed maturity of
any Note;

(4) make any Note payable in money other than that stated
in the Note; or

(5) waive a default on payment of principal or of interest
on any Note.

(6) impair the right to institute suit to enforce payments
due on any Note on or after the respective due dates.

SECTION 6.03. COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment to or supplement of this Indenture, the
Security Documents, or the Notes shall comply with the TIA as then in effect.

SECTION 6.04. REVOCATION AND EFFECT OF CONSENTS.

A consent to an amendment, supplement, or waiver by a Holder of
a Note shall bind the Holder and every subsequent Holder of a Note or portion
of a Note that evidences the same debt as the consenting Holder's Note, even if
notation of the consent is not made on any Note. Any such Holder or subsequent
Holder, however, may revoke the consent as to his Note or portion of the Note.
The Trustee must receive the notice of revocation before the date the
amendment, supplement, or waiver becomes effective.

After an amendment, supplement, or waiver becomes effective, it
shall bind every Note Holder unless it makes a change described in Sections
6.02(2) through (5). In that case the amendment, supplement, or waiver shall
bind each Holder of a Note who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note.

SECTION 6.05. NOTATION ON OR EXCHANGE OF SECURITIES.

If an amendment, supplement, or waiver changes the terms of a
Note, the Company may require the Holder of the Note to deliver it to the
Company. The Company may place an appropriate notation on the Note about the
changed terms and return it to the Holder. Alternatively, if the Company so
determines, the Company in exchange for the Note shall issue and the Company
shall authenticate a new Note that reflects the changed terms.

<PAGE> 13

SECTION 6.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment, supplement, or waiver
authorized pursuant to this Article if the amendment, supplement, or waiver
does not adversely affect the rights of the Trustee. If it does, the Trustee
may but need not sign it.

The Trustee may rely upon an Officer's Certificate and an
opinion of counsel as conclusive evidence that any amendment, supplement or
waiver complies with the provisions of this Indenture.

ARTICLE 7

MISCELLANEOUS

SECTION 7.01. TRUST INDENTURE ACT CONTROLS.

If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. Those sections of
the TIA automatically deemed included herein shall be deemed included herein.

SECTION 7.02. NOTICES.

Any notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by first-class mail addressed as
follows:

If to the Company: FACT OF WEST FLORIDA, INC.
Two Prestige Place
2650 McCormick Drive
Suite 185
Clearwater, Florida 34619
Attention: David A. Johnston

If to the Trustee: ________________________
________________________
________________________
________________________

The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

Any notice or communication to Note Holders shall be
sufficiently given if mailed by first-class mail to each Registered Note
Holder.

Any notice or communication mailed to a Note Holder shall be
mailed to him at his address as it appears on the lists or registration books
of the Registrar and shall be sufficiently given to him if so mailed within the
time prescribed.

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<PAGE> 14

Failure to give notice or communication to a Note Holder or any
defect in it shall not affect its sufficiency with respect to other Note
Holders. If a notice or communication is mailed, it is duly given, whether or
not the Note Holder receives or reads it.

SECTION 7.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

Within five business days after the receipt by the Trustee of a
written application by any three or more Note Holders stating that the
applicants desire to communicate with other Note Holders with respect to their
rights under this Indenture or under the Notes, and accompanied by a copy of
the form of proxy or other communication which such applicants propose to
transmit, and by reasonable proof that each such applicant has owned a Note for
a period of at least six months preceding the date of such application, the
Trustee shall, at its election, either (1) afford to such applicants access to
all information so furnished to or received by the Trustee, or (2) inform such
applicants as to the approximate number of Note Holders according to the most
recent information so furnished to or received by the Trustee, and as to the
approximate cost of mailing to such Note Holders the form of proxy or other
communication, if any, specified in such application. If the Trustee shall
elect not to afford to such applicants access to such information, the Trustee
shall, upon the written request of such applicants, mail to all such Note
Holders copies of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for payment, of the
reasonable expenses of such mailing, unless within five days after such tender,
the Trustee shall mail to such applicants, and file with the SEC together with
a copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best
interests of the Note Holders or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. After opportunity
for hearing upon the objections specified in the written statement so filed,
the SEC may, and if demanded by the Trustee or by such applicants shall, enter
an order either sustaining one or more of such objections or refusing to
sustain any of them. If the SEC shall enter an order refusing to sustain any
of such objections, or if, after the entry of an order sustaining one or more
of such objections, the SEC shall find, after notice and opportunity for
hearing, that all objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Note Holders with reasonable promptness after the entry of such order and the
renewal of such tender.

SECTION 7.05. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee an Officer's Certificate stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with.

SECTION 7.06. CERTIFICATES OF FAIR VALUE.

The Company shall furnish to the Trustee a certificate or
opinion of an appraiser or other expert as to the fair value of any property or
securities to be released from the lien of the Security Documents, which
certificate or opinion shall state that in the opinion of the person making the
same the proposed release will not impair the security under the Security
Documents in contravention of the provisions thereof, and requiring further
that such certificate or opinion shall be made by an independent appraiser, or
other expert, if the fair value of such property or securities and of all other
property or securities released since the commencement of the then current
calendar year, as set forth in the certificates or opinions required by this
Section 7.06, is 10% or more of the aggregate principal amount

14
<PAGE> 15

of the Notes at the time outstanding; but such a certificate or opinion of an
independent appraiser or other expert shall not be required in the case of any
release of property or securities, if the fair value thereof as set forth in
the certificate or opinion required by this paragraph is less than $25,000 or
less than 1% of the aggregate principal amount of the Notes at the time
outstanding.

Any such certificate or opinion may be made by an officer or
employee of the Company who is duly authorized to make such certificate or
opinion by the Company from time to time except in cases in which this Section
requires that such certificate or opinion be made by an independent person, in
which case, the certificate or opinion shall be made by an independent
appraiser, or other expert selected or approved by the Trustee in the exercise
of reasonable care. The Trustee shall not be liable for any such expense or
for the actions or omissions of such independent appraiser or other expert.

SECTION 7.07. STATEMENTS REQUIRED IN CERTIFICATE AND OPINION.

Each certificate or opinion with respect to compliance with a
condition or covenants in this Indenture shall include:

(1) a statement the person making such certificate or
opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements contained in such
certificate or opinion are based;

(3) a statement that, in the opinion of such person, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

(4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

SECTION 7.08. WHEN TREASURY SECURITIES DISREGARDED.

n determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver, or consent, Notes
owned by the Company or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company shall
be disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver, or consent, only
Notes which the Trustee knows are so owned shall be disregarded. Also, subject
to the foregoing, only Notes outstanding at the time shall be considered in any
such determination.

SECTION 7.09. ACTION BY NOTE HOLDERS.

Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Notes may take any
action (including the making of any demand or request, the giving of any
notice, consent, or waiver, or the taking of any other action), the fact that
at the time of taking any such action the Holders of such specified percentage
have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by Note Holders in person or by agent or
proxy appointed in writing.

<PAGE> 16

SECTION 7.10. LEGAL HOLIDAYS.

A "Legal Holiday" is a Saturday, a Sunday, a legal holiday, or
a day on which banking institutions are not required to be open. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period.

SECTION 7.11. GOVERNING LAW.

This Indenture, the Security Documents, and the Notes shall be
governed by the laws of the State of Florida provided the duties and
responsibilities of the Trustee shall be construed under the laws of the
jurisdiction of its organization or incorporation applied without giving effect
to any conflicts-of-law principles.

SECTION 7.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret another indenture,
loan, or debt agreement of the Company. Any such indenture, loan, or debt
agreement may not be used to interpret this Indenture.

SECTION 7.13. NO RECOURSE AGAINST OTHERS.

All liability of any director, officer, employee, or
stockholder, as such, of the Company is waived and released.

SECTION 7.14. SUCCESSORS.

All agreements of the Company in this Indenture, the Security
Documents, and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 7.15. DUPLICATE ORIGINALS.

The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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<PAGE> 17
IN WITNESS WHEREOF, the parties have signed this Indenture as of the
day and year first above written.

FACT OF WEST FLORIDA, INC.,
a Florida corporation

By:
----------------------------
DAVID A. JOHNSTON, President

, as Trustee
-------------------

By:
----------------------------
Its:
---------------------------

STATE OF FLORIDA
COUNTY OF PINELLAS

The foregoing Indenture of Trust was acknowledged before me this _____
day of _______________, 1996, by DAVID A. JOHNSTON, as President of FACT OF
WEST FLORIDA, INC., a Florida corporation, on behalf of the corporation. He
[is personally known to me] [has produced ___________________ as
identification] and [did] [did not] take an oath.

---------------------------------------
My Commission Expires: Notary Public
Print Name:
----------------------------

STATE OF ____________________)
COUNTY OF __________________)

On ________________, 1996, before me, ______________________, a Notary
Public, personally appeared _____________________________________ as
_____________________ of _____________________________, on behalf of the
corporation, personally known to me or provided to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.

WITNESS may hand and official seal.

-------------------------------
Signature of Notary

<PAGE> 1

EXHIBIT 10.2

PROMISSORY NOTE

_________________________, Florida
__________________________, 19___

FOR VALUE RECEIVED, the undersigned promises to pay to FIRST AMERICAN
CAPITAL TRUST, INC. (hereinafter, together with any holder hereof, called
"Holder") at Two Prestige Place, 2650 McCormick Drive, Suite 185, Clearwater,
Florida 34619, or at such other place as the Holder may from time to time
designate in writing, the principal sum of any amount advanced hereunder with
no interest thereon. This Note is repayable only as specified in the
Registration Statement of the undersigned declared effective by the United
States Securities and Exchange Commission on _________________.

This Note has been executed and delivered in, and their terms and
provisions are to be governed and construed by the laws of the State of
Florida.

This Note may not be prepaid in whole or in part at any time.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed on
the day and year first above written.

FACT OF WEST FLORIDA, INC., a Florida corporation

By:_________________________________________
DAVID A. JOHNSTON, President

The required excise tax on documents has been paid and stamps have been affixed
hereto.

<PAGE> 1
Exhibit 23.1

[Letterhead for Cherry Bekaert & Holland]

Board of Directors
FACT of West Florida

We consent to the use of our report dated September 13, 1996 on the financial
statements of FACT of West Florida included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

/s/ Cherry Bekaert & Holland, L.L.P.

October 8, 1996