STERLING FINANCIAL SERVICES OF FLORIDA I INC, S-1/A, 1997-03-17

STERLING FINANCIAL SERVICES OF FLORIDA I INC
S-1/A, 1997-03-17
FINANCE SERVICES

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<PAGE> 1

As filed with the Securities and Exchange Commission on March 17, 1997
Registration Statement No. 333-6328

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

AMENDMENT NO. 1 TO
------------------
REGISTRATION STATEMENT ON FORM S-1

UNDER THE SECURITIES ACT OF 1933
STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
Florida 6500 65-0716464
------------------------ --------------------------- ----------------------------
(State of Incorporation) (Standard Industrial (I.R.S. Employer I.D.Number)
Classification Code Number)
</TABLE>

12408 North Florida Avenue
Tampa, FL 33612
813/935-9476
(address and phone number of principal executive office)

Anthony A. Sutter
President and Chief Executive Officer
Sterling Financial Services of Florida - I, Inc.
12408 North Florida Avenue
Tampa, FL 33612
813/935-9476
(name, address and phone number of agent for service)

Copy to:
Michael T. Williams, Esquire

3112 W. Kennedy Blvd.
Tampa, Florida 33609

Fax (813) 877-7725
---------------------------

Approximate date of commencement of proposed sale to
the public: As soon as practicable after this 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. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum Proposed
Title of each Amount being offering price maximum aggregate Amount of
class of Securities registered per Unit* offering price registration fee
------------------- ---------- --------- --------------- ----------------
<S> <C> <C> <C> <C>
Secured Promissory 9,900 $1,000 $9,900,000 $3,000
Notes

Total $3,000
====================================================================================================================================
</TABLE>

*Stated only for the purpose of calculating registration fee.

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.

The securities being registered hereby are to be offered on a
continuous basis as provided under Rule 415.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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

<PAGE> 3

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.

CROSS-REFERENCE SHEET

Pursuant to Item 501B, Regulation S-K

S-1 ITEM LOCATION IN PROSPECTUS
- -------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Cover Page of Registration Statement and
Outside Front Cover Page of the Prospectus Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Page of Inside Front and Outside Back Cover Pages of
Prospectus Prospectus

3. Summary Information, Risk Factors and Summary of the Offering, Risk Factors, Selected
Ratio of Earnings to Fixed Charges Financial Information, Earnings to Fixed Charges

4. Use of Proceeds Sources and Uses of Proceeds

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Underwriting

9. Description of Securities to be Registered Summary of the Offering, Description of
Securities

10. Interest of Named Experts and Counsel Not Applicable

11. Information with Respect to the Registrant

(a) Description of Business Business, Management, The Corporation

(b) Properties Business

(d) Market for Common Equity and Not Applicable
Related Stockholder Matters

(e) Financial Statements Financial Statements

(f) Selected Financial Data Selected Financial Data

(g) Supplementary Financial Not Applicable
Information

(h) Management's Discussion and Management's Discussion and Analysis and
Analysis and Results of Operations Results of Operations

</TABLE>

iii
<PAGE> 4

S-1 ITEM LOCATION IN PROSPECTUS
- -------- ----------------------
<S> <C> <C>
(i) Changes in and Disagreements with Not Applicable
Accountants on Accounting and
Financial Disclosure

(j) Directors and Executive Officers Management

(k) Executive Compensation Management

(l) Security Ownership of Certain Security Ownership of Certain Beneficial Owners
Beneficial Owners and Management and Management

(m) Certain Relationships and Related Certain Relationships and Related Transactions
Transactions

12. Disclosure of Commission Position on Underwriting
Indemnification for Securities Act Liabilities

</TABLE>

iv
<PAGE> 5

PRELIMINARY PROSPECTUS DATED MARCH 17, 1997 SUBJECT TO COMPLETION

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 law of any such state.

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
$9,900,000

9,900 NOTES
$1,000 PER NOTE

MINIMUM PURCHASE: 2 NOTES

Sterling Financial Services of Florida - I, Inc., a Florida corporation
(the "Corporation"), was formed in January, 1997 to offer a package of financial
services to the sub-prime mobile home industry, including originating and
refinancing for its own account retail mobile home installment sale contracts
(the "Contracts") created in connection with the financing of primarily used as
well as some new mobile homes (the "Homes"); selling Contracts to other lenders;
and providing certain floor plan financing to mobile home dealers (the
"Dealers") (collectively, the "Financing Activities"). In addition, the
Corporation may also: (1) purchase, refurbish (if necessary) and lease or sell
new or used Homes; (2) buy and improve land for development of mobile home parks
(the "Parks"), or provide financing to others for such purpose; (3) buy and sell
Parks; and (4) purchase other sub-prime financial companies in the mobile home
lending business (collectively, the "Other Activities"). (The Financing
Activities and the Other Activities are collectively referred to herein as the
"Activities.")

The Corporation is offering subscriptions for a maximum of 9,900 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, payable interest only monthly, with all
principal and accrued interest, if any, due on June 30, 2002. Interest is
calculated on the basis of a 365-day year (the "Calculation Basis") but is paid
in 12 equal monthly installments, regardless of the number of days in each month
(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. The Corporation will use the proceeds of this offering primarily for
the Financing Activities. See "Sources and Uses of Proceeds." The primary source
of payment on the Notes will be payments made by sub-prime borrowers on the
Contracts. A sub-prime borrower is a purchaser of a Home who does not qualify
for traditional "A" or "Prime" credit, which in general means that the borrower
does not have characteristics such as a good credit history, long-term
employment or a homeowner. See "Business - Mobile Home Finance Industry -
Sub-Prime Market Segment."

The Notes will be secured by a first lien on the assets ("Assets")
acquired with the proceeds of the offering or other Assets ("Replacement
Assets") acquired with funds obtained

<PAGE> 6

from the repayment, sale or refinancing of such Assets. (The Assets and
the Replacement Assets are collectively referred to herein as the "Collateral.")
The principal due on the Notes is prepayable in whole or in part at any time
without premium or penalty. Any prepayment will include accrued and unpaid
interest at the time of prepayment on the entire principal amount due. There are
limited sources of funds to make interest and principal payments due on the
Notes. See "Risk Factors" and "Description of Securities."

The minimum purchase is 2 Notes. There is no minimum offering. There
are certain suitability standards for Investors. 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. See "State Suitability Standards," Exhibit A and "Suitability
Standards: Who Can Invest?"

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 THE 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 MATERIAL RISKS IN CONNECTION WITH THE
PURCHASE OF THESE SECURITIES. SEE "RISK FACTORS" LOCATED AT PAGES 17 TO 30 OF
THIS PROSPECTUS.

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

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<PAGE> 7

<TABLE>
<CAPTION>
=======================================================================================================================
Underwriting Discounts and Proceeds to
Price to Public Commissions (1)(2)(3)(4) Corporation(5)
<S> <C> <C> <C>
Per Note $ 1,000 $ 90 $ 910
Total Maximum $9,900,000 $ 891,000 $ 9,009,000
=======================================================================================================================
</TABLE>

(1) The Notes are being offered on a "best-efforts" basis through
Southern Capital Securities, Inc. (the "Managing Dealer") and
other 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 the Managing and Participating
Dealers against certain liabilities, including liabilities under
the Securities Act of 1933. See "Underwriting."

(3) The Corporation will pay the Managing Dealer 7% of the offering price
($70 per Note) for all Notes sold, a portion of which may be
reallowed to Participating Dealers, and a Managing Dealer Fee in an
amount up to 2% ($20 per Note) to the Managing Dealer. See
"Underwriting."

(4) This amount does not include reimbursement to the Managing Dealer for
actual due diligence expenses in an amount up to .5% per Note
($5 per Note) and payments which may be made to the Managing Dealer
by the Corporation as a Non-Accountable Expense Allowance not to exceed
1% of the offering price per Note ($10 per Note) for all Notes sold in
the offering, a portion of the foregoing which may be reallowed to
Participating Dealers. 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, estimated to be $148,500. These expenses are in addition to
the $49,500 (Maximum) due diligence reimbursement and the $99,000
(Maximum) Non-Accountable Expense Allowance . See "Sources and Uses of
Proceeds" and "Underwriting."

SOUTHERN CAPITAL SECURITIES, INC.
13902 North Dale Mabry Highway, Suite 118
Tampa, FL 33618
813/962-3335

<PAGE> 8

THE DATE OF THIS PROSPECTUS IS _______________, 1997.

8
<PAGE> 9

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 Termination Date may not be extended.

No notice will be given if the Notes are prepaid. The Notes, if
prepaid, will be paid at par without premium or penalty.

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.

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 or supplemented.

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<PAGE> 10

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
for Notes" and " - Transferability of Notes."

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.

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."

ADDITIONAL INFORMATION

The Corporation has filed with the Securities and Exchange Commission,
Washington, D.C., 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, Midwest Regional Office and Atlanta Regional Office at the
following addresses: 7 World Trade Center, Suite 1300, New York, NY 10048,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511 and 3475 Lenox Road, N.E., Suite 1000, Atlanta GA 30326-1232,
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.

The Commission also maintains a Website that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission, and the address of such site is
http://www.sec.gov.

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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 sole Director 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. See "State
Suitability Standards," Exhibit A.

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."

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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TABLE OF CONTENTS

I. PROSPECTUS PAGE
----
<S> <C>
Additional Information 10

Reports to Note Holders 11

Suitability Standards: Who Can Invest? 11

Summary of the Offering 14

The Corporation 17

Risk Factors 17

Sources and Uses of Proceeds 31

Business 34

Management 45

Certain Relationships and Related Transactions 46

Compensation Committee Interlocks and Insider Participation 46

Security Ownership of Certain Beneficial Owners and Management 46

Management's Discussion and Analysis and Results of Operations 48

Description of Securities 48

Underwriting 54

Indemnification 56

Transferability of Notes 56

</TABLE>

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<TABLE>
<S> <C>
Legal Matters 57

Legal Proceedings 57

Experts 57

Financial Statements F-1

II. EXHIBITS

A. State Suitability Standards A-1

B. Subscription Agreement B-1

</TABLE>

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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 in
January, 1997, with its principal place of business at 12408 North Florida
Avenue, Tampa, Florida 33612, telephone (813) 935-9476.

THE NOTES AND THE OFFERING

The Corporation is offering subscriptions for a maximum of 9,900 Notes
in the principal amount of $1,000 each. The Notes will bear simple interest at
the rate of 10.5% per annum, payable interest only monthly, with all principal
and accrued interest, if any, due on June 30, 2002. Interest is calculated on
the Calculation Basis but is paid on 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. The Corporation will use the
proceeds of this offering primarily for the Financing Activities. See "Sources
and Uses of Proceeds." The Notes will be secured by a first lien on the
Collateral. The principal due on the Notes is prepayable in whole or in part at
any time without premium or penalty. Any prepayment will include accrued and
unpaid interest at the time of prepayment on the entire principal amount due.
There are limited sources of funds to make interest and principal payments due
on the Notes. See "Risk Factors" and "Description of Securities."

The minimum purchase is 2 Notes. There is no minimum offering.
There are certain suitability standards for Investors. See
"Suitability Standards: Who Can Invest?"

BUSINESS

The Corporation was formed in January, 1997 to offer a package of
financial services to the sub- prime mobile home industry, including originating
and refinancing for its own account Contracts created in connection with the
financing of primarily used as well as some new Homes; selling Contracts to
other lenders; and providing certain floor plan financing to Dealers. In
addition, the Corporation may also: (1) purchase, refurbish (if necessary) and
lease or sell new or used Homes; (2) buy and improve land for development of

14
<PAGE> 15

Parks or provide financing to others for such purpose; (3) buy and sell
Parks; and (4) purchase other sub-prime financial companies in the mobile home
lending business.

RISK FACTORS

An investment in the Notes involves various risks, including the
following:

- Because most of the borrowers under the Contracts are considered
sub-prime, the risk of default on the Contracts is greater than if
the Corporation originated Contracts with "A" credit or prime
borrowers.

- Over the past several years, lenders to sub-prime borrowers have
experienced increased rates of delinquency, default and credit
losses.

- Increased competition in the sub-prime mobile home finance
business and deviations from credit underwriting guidelines could
result in the Corporation originating Contracts with a greater
risk of loss.

- The Corporation has had no operations since inception.

- The Corporation anticipates experiencing negative interest income
and net operating losses in the initial stages of operation, which
will be funded fron the proceeds of the offering in an amount up
to one year's aggregate interest payment on all outstanding Notes
at the close of this offering (maximum of $1,039,500).

- There are limited sources of payment of interest and principal
on the Notes.

- The value of the Collateral will be less than the principal due
on the Notes.

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

- The success of the Corporation will, to a large extent, depend on
the quality of services provided by Mr. Sutter and the Servicing
Company's employees. The loss of the services of Mr. Sutter could
materially adversely affect the business of the Corporation.

See "Risk Factors."

SELECTED FINANCIAL INFORMATION

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STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
JANUARY 10, 1997

______________Assets . . . . . . . . . . . . . . . . . . . . . . . . . .$1,000
______________Liabilities. . . . . . . . . . . . . . . . . . . . . . . .$ 0
______________Net Worth . . . . . . . . . . . . . . . . . . . . . . . .$1,000

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THE CORPORATION

The Corporation was formed under the laws of the State of Florida in
January, 1997, primarily to originate and refinance sub-prime mobile home
financing Contracts as well as engage in other related business activities. The
principal place of business of the Corporation is located at 12408 North Florida
Avenue, Tampa, Florida 33612, telephone (813) 935-9476.

RISK FACTORS

A purchase of the Notes issued by the Corporation involves various
risks, as set forth below. Prospective Investors should consider these risk
factors before making a decision to purchase the Notes.

1. SUB-PRIME BORROWERS

Most of the mobile home 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 could adversely affect
the Note Holders by reducing the funds available to make payments on the Notes
and reducing the value of the Collateral.

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2. 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 which lack effective knowledgeable management to determine
the correct balance between risk and reward, and the effect of additional
competition on the marketplace. If these trends continue, the Corporation may
experience credit losses, which could adversely affect the Note Holders by
reducing the funds available to make payments on the Notes and the value of the
Collateral. See "Business."

3. COMPETITION

The sub-prime mobile home finance market is highly fragmented and, to
date, is served by only a few non-traditional consumer finance sources. If
commercial banks, savings and loans, credit unions and other consumer lenders
that apply more traditional lending criteria, all of which are larger and have
significantly greater financial resources than the Corporation, expand their
activities in the market served by the Corporation, the competition for suitable
Contracts in that market will continue to intensify. See "Business - Mobile Home
Finance Industry - Sub-Prime Market Segment" and "Business - Competition."

Anthony A. Sutter, the sole officer and director of the Corporation and
the Servicing Company, may engage for his own account, or for the account of
others, including other public or private entities, in other business ventures,
some of which may have the same investment objectives as the Corporation (the
"Affiliated Entities"), and therefore compete with the Corporation.

To the extent the Corporation competes with other businesses, including
Affiliated Entities, competition for suitable Contracts would intensify, which
could have an adverse effect on the Corporation because the Corporation may
originate Contracts with a greater risk of loss, which could adversely affect
the Note Holders by reducing the funds available to make payments on the Notes
and the value of the Collateral.

4. DEVIATIONS FROM CREDIT UNDERWRITING GUIDELINES

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Although the Corporation has established certain guidelines with
minimum acceptable credit criteria for Contract origination, there is no
limitation upon the number of Contracts which deviate from these guidelines
which can be originated. See "Business." The origination of a significant number
of Contracts which deviate from underwriting guidelines could cause a
significant rise in delinquencies and charge-offs, which could adversely affect
the Note Holders by reducing the funds available to make payments on the Notes
and reducing the value of the Collateral.

5. SUBJECTIVE DECISIONS BY SERVICING COMPANY

It is anticipated that the Servicing Company, which is responsible for
originating Contracts, will provide similar services to Affiliated Entities. Any
decision concerning the investment of funds available to the Corporation and the
Affiliated Entities will be made on a subjective, case-by-case basis in a manner
in which Management believes to be in the best interest of each entity. There is
a conflict of interest because Management of the Corporation and Management of
the Servicing Company are the same individual, Mr. Sutter. See "Management."
Accordingly, there is no assurance that decisions will be made which more
favorably impact the Corporation than the Affiliated Entities, increasing the
risk of default on the Notes. See "Business - Relationship with Servicing
Company."

6. NO OPERATING HISTORY

The Corporation has had no 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 conduct
successfully its Activities, particularly the origination of Contracts. There is
no assurance that the Corporation will be able to conduct its Activities in a
manner which will generate sufficient cash flow to make payments to Note
Holders.

7. ANTICIPATED RESULTS OF CONTINUING OPERATIONS

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 originated with such funds or other
revenues from its Activities. Thus, in the initial stages of the Corporation's
operation, interest accrued and paid on the Notes will exceed revenues from
Activities. 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.

8. POTENTIAL FOR PAYMENT OF INTEREST FROM OFFERING PROCEEDS

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<PAGE> 20

In accordance with the provisions of the Security Agreement, an amount
up to one year's aggregate interest payment on all outstanding Notes at the
close of this offering (maximum of $1,039,500) may be paid from the proceeds of
this offering. If such payments are made, the amount of offering proceeds
available to fund the Activities will be reduced, the amount of the Collateral
will be reduced and the Corporation will have to generate revenues from
a smaller number of Contracts or reduced other Activities to make payments on
the Notes, increasing the risk of default on the Notes and the risk of loss on
the Notes in the event of such default. See "Sources and Uses of Proceeds" and
"Description of Securities - Security Agreement."

9. LIMITED SOURCES OF PAYMENT ON THE NOTES

There are limited sources of payment of interest and principal on the
Notes. There is no assurance that sufficient funds will be available to make
such payments, particularly principal payments due at the term of the Notes, if
the source thereof is a sale or refinancing of the Notes. See "Description of
Securities."

10. VALUE OF COLLATERAL LESS THAN PRINCIPAL OF THE NOTES

Note Holders will have a security interest in the Collateral . The
value of the Collateral, if liquidated upon an Event of Default on the
Notes, in the early part of the term of the Notes will not and in the later part
of the term of the Notes may not be sufficient to repay all amounts due thereon,
this situation arises because some of the proceeds of this offering will be used
for purposes other than the origination of Contracts or other Activities which
result in underlying Collateral. It is anticipated that upon the completion of
the investment of the proceeds of this offering, the maximum value of such
Collateral will not exceed 78.9% of the principal balance on the Notes, and may
be less to the extent that the proceeds of this offering are used to pay
interest on the Notes. Holders of Notes are required under the Security
Agreement to proceed against and

20
<PAGE> 21

liquidate all the Contracts and other Collateral before looking to any other
assets of the Corporation. See "Sources and Uses of Proceeds" and "Business."

The Corporation will have to operate at a profit to generate
sufficient funds to offset these expenditures to be able to make principal and
interest payments on the Notes when due. If sufficient profits are not
generated, the repayment of all or part of the interest or principal on the
Notes may be delayed or never be made.

See "Sources and Uses of Proceeds" and "Description of Securities."

11. FLUCTUATIONS IN QUALITY AND VALUE OF COLLATERAL

The Collateral securing the Notes may fluctuate in quality and value
as the Corporation replaces Collateral due to sale, refinancing or
similar reasons, because Borrowers under the Replacement Collateral may be more
or less creditworthy or the nature of the Replacement Collateral may be less
liquid or depreciate faster than the Collateral which it replaced. These
fluctuations may adversely affect the aggregate value of the Collateral, which
may reduce the funds available in the event of a default on the Notes and
thereby increase the risk of loss to Note Holders upon default.

12. POSSIBLE LOSS OF PERFECTED SECURITY INTEREST IN AND PRIORITY CLAIM ON
THE COLLATERAL

Under certain limited circumstances, the Note Holders' security
interest in the Collateral may become unperfected subsequent to the
Corporation's acquisition of the Collateral. See "Business." 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.

The Note Holders' security interest in the Collateral may also be
adversely affected by a number of Federal and state laws, including the Uniform
Commercial Code, Federal Bankruptcy Code, numerous Federal and state consumer
protection laws, laws which apply when a Home is moved to a state other than the
state in which it is initially registered, and liens for unpaid taxes under the
Internal Revenue Code of 1986. All of the foregoing could cause the Note Holders
to lose a priority claim on the Collateral, even if they have a perfected
security interest thereon. See "Business."

Upon an 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, or if they lose a priority claim on the Collateral, their ability to
sell the Collateral and use the proceeds to repay the Notes would

21
<PAGE> 22

be adversely affected as other creditors would have an equal, or in some
cases a superior, claim to the Collateral, and Note Holders could suffer a
partial or total loss of principal and unpaid interest on the Notes.

13. PREPAYMENT OF NOTES

The Corporation may prepay the principal on the Notes in whole or in
part at any time without notice, premium or penalty. Any prepayment will include
accrued and unpaid interest on the entire principal amount due at the time of
prepayment. If the Notes are prepaid before maturity, Note Holders may not be
able to acquire investments paying the same or greater return at the time of
prepayment, which could result in the Note Holders receiving less income during
the period from origination to stated maturity date of the Notes than had been
anticipated at the time of acquiring the Notes. See "Description of Securities."

14. 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.

15. NO SINKING FUND FOR REPAYMENT OF THE NOTES

There is no sinking fund for payment of principal or interest on the
Notes. Thus, there is less security for the repayment of Notes upon default than
if there was such a fund.

16. CONTRACTS OUTSTANDING AT MATURITY DATE OF THE NOTES

Management believes that a substantial portion of the Contracts will
generally be refinanced or repaid before contractual maturity dates. However,
the Corporation intends to originate Contracts with maturity dates of up to 180
or more months. Thus, the Corporation may have a significant number of
outstanding Contracts at the maturity date of the Notes. If the Corporation is
not able to sell or refinance its portfolio of Contracts at the maturity date of
the

22
<PAGE> 23

Notes, the Corporation could default on repayment of the Notes, and
repayment of amounts due on the Notes may be delayed or impaired. See
"Business."

17. 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.

18. NO MARKET FOR AND 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 there is a lack of a
market for the Notes, Note Holders should

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<PAGE> 24

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.

19. NO RATING OF THE NOTES

<PAGE> 25

The Notes will not be rated by any rating agency. In general, unrated
notes have a greater risk of loss and less liquidity than rated Notes.

20. ARBITRARY DETERMINATION OF OFFERING PRICE OF NOTES

21. NO MINIMUM OFFERING

There is no minimum offering. If less than the Maximum Offering is
sold, the proceeds will used for any of the business purposes described
in this Prospectus as determined in the best interest of the Corporation by
Management. If substantially less than the Maximum Offering is sold, Management
anticipates that there will be no floor plan financing or working capital
reserve, and the majority of the proceeds will be used for origination of
Contracts. However, if less than the Maximum Offering is sold, there will be a
smaller and less diversified portfolio of Contracts or other assets as
Collateral, Note Holders will pay a higher organizational cost per Note, and
Note Holders may have an increased risk of default and loss upon default. See
"Sources and Uses of Proceeds" and "Business."

22. INVESTMENT OF PROCEEDS

The success of the Corporation, in large part, depends on its ability
to keep its assets continuously invested. If the Corporation cannot locate
sufficient acceptable investments 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. This may reduce the funds available to make payment
of interest and principal on the Notes.

25
<PAGE> 26

23. NO CONTRACTS IDENTIFIED

The uncertainty 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 the Contracts originated or other assets to be acquired to be
identified. Although the Corporation is currently seeking suitable Contracts and
other assets, no agreement or understanding has been reached to originate any
specific Contracts or assets. Investors must depend solely upon the ability of
Management and the Servicing Company with respect to the selection of Contracts
and other assets. See "Management" and "Business - Relationship with the
Servicing Company." There can be no assurance that the Corporation will be
successful in using all of the proceeds of the offering to originate Contracts
or acquire other assets. The inability of the Corporation to find suitable
Contracts to originate or other assets to acquire with the proceeds of this
offering may result in delays in investment of such proceeds and in
payment of interest and principal due on the Notes.

24. FIXED EXPENSES

Operating expenses of the Corporation, including certain compensation
which may be paid to the Servicing Company, 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,
increasing the risk of default on the Notes if such situation occurs.

25. NO INTEREST IN THE CORPORATION

<PAGE> 27

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.
NOTE HOLDERS HAVE NO ABILITY TO VOTE ON CORPORATE MATTERS OR OTHERWISE INFLUENCE
MANAGEMENT OF THE CORPORATION.

26. RELIANCE ON MANAGEMENT AND SERVICING COMPANY

The Corporation's day-to-day affairs will be administered entirely
through and decisions thereto will be made exclusively by the Servicing Company,
which has the same management as that of the Corporation. The success of the
Corporation will, to a large extent, depend on the quality of services provided
by Mr. Sutter and the Servicing Company's future employees. As of the date of
this Prospectus, there was only one employee of the Corporation, Mr. Sutter, and
only one other employee of the Servicing Company in addition to Mr. Sutter.

The loss of the services of Mr. Sutter or the termination of the Serving
Agreement with the Servicing Company could materially adversely affect the
business of the Corporation. There is no employment agreement between Mr. Sutter
and the Corporation or the Servicing Company. There is no "key man" insurance on
the life of Mr. Sutter. The Servicing

Agreement may be terminated by either party without cause upon
15 days' notice. If the Servicing Agreement is terminated, the Corporation will
have to locate replacement personnel or another servicing company. There is no
assurance that such personnel or company could be located, or located on a
timely basis, with potential adverse consequences to Note Holders. See "Business
- - Relationship with the Servicing Company."

27. ALLOCATION OF MANAGEMENT RESOURCES

27
<PAGE> 28

Mr. Sutter will devote only so much of his time to the business of
the Corporation as in his judgment is reasonably required. Mr. Sutter
will have conflicts of interest in allocating management time, services and
functions between the Corporation and any future entities which he may
organize, as well as other business ventures in which he is involved. Mr.
Sutter believes that he will be able to retain sufficient staff personnel to be
fully capable of discharging his responsibilities to all entities he has
organized.

28. SERVICING COMPANY'S NEED FOR ADDITIONAL EMPLOYEES

The Servicing Company will need to hire additional employees to fulfill
its duties under the Servicing Agreement with the Company. There is no assurance
that such personnel can be located, or located on a timely basis, with potential
adverse consequences to Note Holders. See "Business Relationship with Servicing
Company."

29. LIMITED GEOGRAPHIC AREA OF OPERATIONS

The Corporation intends to limit its operations to Florida.
Consequently, the Corporation's operations could be unfavorably impacted by
adverse changes in the economic environment in Florida which could adversely
affect the creditworthiness of the Corporation's prospective borrowers in the
sub-prime market in Florida. Although the Corporation believes Florida's economy
will continue to grow, there can be no assurance that this is the case. The
resulting lack of diversity in the geographic area in which the Corporation
operates may increase the risk of loss to the Corporation and the Note Holders
because adverse economic conditions which may occur in Florida but not elsewhere
in the country will have a greater adverse affect on the Corporation's
operations and thus its ability to make payments on the Notes than if the
Corporation operated in a broader geographic area. See "Business - Market Area."

30. REGULATION

The Corporation's business, particularly its Finance Activities, is
subject to regulation and licensing under various federal, Florida and local
statutes, regulations and ordinances. These laws, rules and regulations: (i)
govern the way the Corporation can operate; (ii) limit the interest rate and
other charges that may be imposed by, or prescribe certain other terms of, the
Contracts that the Corporation originates; and (iii) define the Corporation's
rights to repossess and sell collateral. If the Corporation fails to comply with
these laws and regulations, it could be be required to cease operations or be
subject to fines and penalties, and borrowers under the Contracts could have
civil remedies against the Corporation and defenses under the Contracts which
could adversely affect the Corporations ability to enforce its rights and
collect payment of sums due thereunder, all of which could eliminate or reduce
the Corporation's cash flow and

28
<PAGE> 29

thereby its ability to make payments on the Notes. There is no assurance that
laws and regulations under which the Corporation operates will not become more
restrictive, which could reduce the Corporation's cash flow and thereby its
ability to make payments on the Notes. See "Business - Regulation."

31. CHANGES IN PROGRAMS, PRODUCTS, POLICIES AND PROCEDURES

Factors such as increased competition in the industry and other
industry trends, as well as other factors, may cause the Corporation from time
to time to review and change its financing programs, products and services
offered, and other business policies and procedures. To the extent there are
future changes in these areas, the Corporation may originate Contracts or be
subject to other circumstances which increase the risk of loss to Note Holders.
The Corporation will continually review these areas and reserves the right to
change any criteria related thereto described herein or otherwise as it deems
appropriate. See "Business - Changes in Programs, Products, Policies and
Procedures."

32. SECURITIES LAW LIABILITIES

Management of the Corporation has in the past and may in the future
organize offerings of similar investment programs. Such programs may not be
registered or qualified under federal or state securities laws. Although
Management is currently not aware of any violations of federal securities laws
which have occurred, there is no assurance that Management may not incur
liabilities in the future or as a result of such activities, in which event he
may not be able to carry out the management functions under the Servicing
Agreement (the "Servicing Agreement") between the Corporation and Sterling
Financial Services, Inc., a Florida corporation (the "Servicing Company"), which
may affect the Corporation's ability to make payments to Note Holders. Although
the capital of the Corporation is all pledged as Collateral, if, as a result of
any such violation, a third party were to obtain ownership of Management's
equity interest in the Corporation and the Servicing Company, there is no
assurance that the Corporation or Servicing Company would be operated by such
third party in a manner which would not adversely affect the Note Holders. See
"Business - Relationship with Servicing Company."

33. INVESTMENT COMPANY ACT OF 1940

The sole Director intends 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, he 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, increasing the
risk of default on the Notes.

34. INCREASE IN TRUSTEE FEES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT

29
<PAGE> 30

The Indenture of Trust provides that, in addition to the fee of $500
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 $75 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 make payments due on the Notes.

30
<PAGE> 31

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>
Origination of Contracts $5,697,500 57.6%

Interest on the Notes (1) 1,039,500 10.4

Floor Plan Financing (1) 1,000,000 10.1

Estimated Initial Expenses Related to 600,000 6.1
Origination of Contracts (2)

Loan to Servicing Company for Purchase and/or Lease of 75,000 .8
Equipment (1) (3)

Working Capital Reserve (4) 300,000 3.0

Sales Commissions and Concessions and Managing Dealer 891,000 9.0
Fee (5)

Due Diligence Reimbursement, 148,500 1.5
and Non-Accountable Expense Allowance
and Managing Dealer Fee (7(6)

Other Organizational and Offering Expenses (7) 148,500 1.5
---------- ----

TOTAL USES OF PROCEEDS $9,900,000 100%
========== ====
</TABLE>

31
<PAGE> 32

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

(1) To the extent these funds are not used for this purpose, they will be
available for other aspects of the Corporation's business.

See "Business."

(2) Until the Corporation generates Cash Flow in excess of operating
expenses including interest payments due under the Notes, offering
proceeds will be used to make payments under the Servicing Agreement.
See "Business."

(3) This amount will be lent to the Servicing Company to be used for the
purchase and/or lease of office space, office equipment, trucks and
automobiles.

The Servicing Company will repay any advanced funds in equal
monthly installments of principal and interest at the rate of 10.5% per
annum, with the final payment due on June 30, 2002.

(4) This amount is available for payment of operating expenses other than
interest on the Notes.

(5) The Corporation will pay the Managing Dealer a selling commission of
7.0% of the offering price ($70 per Note) for all Notes sold and
a Managing Dealer Fee in an amount up to 2% ($20 per Note). See
"Underwriting."

(6) This amount includes reimbursement for actual due diligence expenses
which may be paid to the Managing Dealer in an amount up to .5% per
Note ($5 per Note) and payments which may be made to the Managing
Dealer by the Corporation as a Non-Accountable Expense Allowance not to
exceed 1.0% of the offering price per Note ($10 per Note) See
"Underwriting."

(8) This amount ("Amount") includes legal, accounting, printing and other
offering costs and is in addition to the amounts referred to in
footnotes 5 and 6 above. The Corporation will pay from the proceeds of
this offering all of such Amount, estimated to be $148,500 (Maximum
Offering).

If less than the Maximum Offering is sold, the proceeds will used for
any of the purposes set forth above as determined in the best interest of the
Corporation by Management. If substantially less than the Maximum Offering is
sold, Management anticipates that there will be no Floor Plan Financing or
Working Capital Reserve, and the majority will be used for Origination of
Contracts. See "Risk Factors."

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<PAGE> 33

The Corporation believes it will be able to satisfy its cash
requirements for the foreseeable future if it does not expand its business by
originating additional Contracts. However, in order for the Corporation to
continue to expand its dealer base and portfolio of Contracts, the Corporation
must secure additional capital resources, including additional debt or equity
offerings and institutional financing, such as a line of credit. No assurance
can be given that additional capital resources will be available through such
sources, or available on reasonable terms. Management does not believe that
Investors in this offering will be adversely affected if the Corporation is not
able to expand its business by securing additional capital resources.

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<PAGE> 34

BUSINESS

The Corporation was formed in January, 1997, to offer a package of
financial services to the sub- prime mobile home industry.

It is anticipated that substantially all (approximately 85%)
of the Corporation's business will involve originating and refinancing
the Contracts created in connection with the financing of primarily
used as well as some new Homes. As a secondary activity, not
anticipated to exceed approximately 15% of the Corporation's

business, the Corporation may also provide certain floor plan
financing to Dealers. From time to time, in what is anticipated to be
isolated transactions, the Corporation may also purchase, refurbish (if
necessary) and lease or sell new or used

Homes; buy and improve land for development of Parks, or provide
financing to others for such

purpose; buy and sell Parks; and purchase other sub-prime financial
companies in the mobile home lending business.

These ancillary activities would only be undertaken if Management
becomes aware of a profitable business opportunity in these isolated segments.
Although some of these activities may result in the financing of the purchase of
Homes to be located in Parks owned by Management and his Affiliates, the
Corporation was not formed with the primary purpose of, and it is not
anticipated that a significant amount of the Corporation's activities will
facilitate, such transactions.

The Corporation has had no operations since inception. Accordingly, as
of the date of this Prospectus, the Corporation has no contracts or arrangements
in place with respect to these activities. See "Risk Factors."

MOBILE HOME FINANCE INDUSTRY

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<PAGE> 35

SUB-PRIME MARKET SEGMENT

The Corporation operates in the sub-prime segment of the mobile home
finance market, focusing on financing used Homes sold to sub-prime borrowers.

A sub-prime borrower is a purchaser of a Home who does not qualify for
traditional "A" or "Prime" credit, which in general means that the borrower does
not have all of the following characteristics: (i) a long credit history and no
defaults, (ii) at his/her current job for at least 18 months, (iii) can easily
finance a Home through a traditional financial institution, such as a bank, (iv)
usually a homeowner, and (v) typical risk of loan loss is less than 3% and whose
typical cost of credit is prime plus 1% to 3%. Sub-prime borrowers are rated
"B," "C" or "D," based upon the degree of variance from the foregoing
characteristics.

It has been Management's experience that lenders to prime mobile home
financing borrowers impose interest rates less than the maximum provided by law.
Management anticipates that almost all of its Contracts will be at the maximum
interest rate permitted by law. See "Regulation." To the extent this interest
rate differential continues, Contracts financed in the sub-prime market segment
will have the potential for higher yields, but, because sub-prime borrowers are
not as creditworthy as prime borrowers, these Contracts also present greater
risk of default and loss. Accordingly, the net yield on sub-prime contracts may
be less than that on prime contracts. See "Risk Factors."

COMPETITION

Although there is some competition in the mobile home finance business,
the Corporation believes that there are few competitors providing financing to
sub-prime purchasers of Homes. The sub-prime market is highly fragmented and, to
date, is served by only a few non-traditional consumer finance sources. Because
the Corporation provides 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 and other consumer
lenders that apply more traditional lending criteria to the credit approval
process. Historically, these traditional sources of mobile home financing (some
of which are larger and have significantly greater financial resources) have not
served the Corporation's sub-prime market segment to any significant extent.
However, if these and other companies expand their activities in the market
served by the Corporation, the competition for suitable Contracts in that market
will continue to intensify, which could have an adverse effect on the
Corporation. See "Risk Factors."

In connection with the origination of Contracts, the Corporation will
encounter significant competition from persons or entities which may have
objectives similar in whole or in part to those of the Corporation. Most of such
competitors may be substantially

35
<PAGE> 36

better financed and have reputations and public awareness of their operations
which are more widely known and accepted. The pressure of such competition may
require that the Corporation pay more for Contracts it originates or to
originate Contracts of lesser quality, which could reduce or eliminate payments
to Note Holders. See "Risk Factors."

ORIGINATION AND SERVICING OF CONTRACTS

The Corporation has entered into a Servicing Agreement with the
Servicing Company, to provide all services in connection with Contact
origination and servicing. which agreement may be terminated by either party
without cause upon 15 days' notice. See "Risk Factors." Because the Servicing
Company must operate within the guidelines established by the Corporation, all
management and operational decisions made by the Servicing Company will be the
same as would be made if the Corporation made such decisions directly. A
description of the guidelines of the corporation is set forth below. No funds of
the Corporation are deposited or kept in any account commingled with funds of
the Servicing Company or any other person or entity. See "Business -
Relationship with Servicing Company."

ORIGINATION

The Corporation intends to originate Contracts, as opposed to
purchasing Contracts at a discount from Dealers or others. The Corporation will
contact borrowers as well as Park owners and Dealers directly or by telephone or
mailing to advise them of the Corporation's program for Contract origination. It
is not anticipated that the Corporation will be dependent upon one or a few Park
owners or Dealers for identifying potential borrowers under Contracts originated
by the Corporation. In addition, the Corporation may use print advertising
directed at individual borrowers. It is anticipated that a Park owner, Dealer or
potential borrower will contact the Corporation regarding the availability of
financing, and the Corporation will make a credit application available directly
to the borrower.

When the credit application from the borrower is received, an
investigator will review the application and obtains the applicant's credit
bureau and other information.

Contract origination guidelines include the following minimum
acceptable criteria:

- Employment history - at least six months on the job;

- Income - depends on the amount of the loan and the debt to
income ratio (see below) of the borrower;

36
<PAGE> 37

- Time at residence - at least one year at current residence;

- Debt to income ratio - personal debt cannot exceed 50% of the
borrower's net income;

- Bankruptcy - all debts must have been fully discharged at least
one year prior to application for the loan;

- Child support - if the borrower is paying child support, it will
be treated as a personal debt and factored into the debt to income
ratio; if the borrower is receiving child support, such income
will only be considered if court mandated;

- Repossessions - must have occurred at least one year prior to
application for the loan;

- Liens/judgments - will be decided on a case-by-case basis,
depending on the type of lien or judgment, the amount involved and
the age thereof;

- Previous delinquencies, collections and charge-offs - will be
decided on a case-by-case basis with consideration taken for
mitigating circumstances, such as divorce, disability, extended
illness or layoff due to downsizing; and

- Co-buyers and co-signers - will also be subject to the minimum
acceptable criteria set forth above.

In addition, the Corporation will not finance more than 130% of
National Automobile Dealers Association (NADA) manufactured home book retail
value. It will not finance Homes manufactured before 1980. Contracts under
$10,000 will have no more than a 10-year term, and Contracts between $10,000 and
$25,000 will not have more than a 15-year term. The Corporation will not finance
amounts in excess of $25,000. See "Business - Regulation".

When this process is complete, an application will be approved
unconditionally or with conditions, such as adjustments to the interest rate,
down payment, maximum loan to value, co-maker or other significant conditional
criteria. It is anticipated that no more than ten percent (10%) of the Contracts
originated will deviate materially from these guidelines, although there is no
specific limitation imposed thereon.

Prior to closing the funding, the Corporation reviews the financing to
determine the following: (i) all required documentation has been included, (ii)
the math is correct, (iii) the regulatory requirements have been satisfied, (iv)
the amount financed does not exceed the maximum loan allowed, and (v) any
conditions imposed have been satisfied. The Corporation will contact the
insurance carrier to confirm insurance.

SERVICING

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<PAGE> 38

Billing. The Servicing Company generates bi-monthly statements which
are sent to the borrower.

Collections. The Corporation has established certain collection
guidelines, which guidelines will not necessarily be followed in all
cases and which are subject to modification at any time.

When a delinquency occurs, a Collector will make a call by the first
day of the delinquency. By the third day of delinquency, if the account has not
been brought current, the Collector will personally visit the delinquent
borrower. If the borrower is unable to make all required payments on a current
basis, the Collector may make reasonable payment arrangements to cure the
delinquency. If all of these collection processes are not successful, the
repossession process commences immediately.

Repossessions and Resale Department. Either the borrower voluntarily
agrees to vacate the Home, or an attorney is contacted by the Corporation to
effect an involuntary repossession. All costs associated with the repossession
are an obligation of the borrower. To effect an involuntary repossession, in
general, the borrower is first given written notice of intent to repossess, and
a period of time, generally five days, to cure all defaults. If the defaults are
not cured within said time period, a complaint is filed and a judgment obtained.
After the judgment is obtained, a writ of possession is obtained and given to
the appropriate law enforcement agencies, who evict the borrower from the Home.
The Home will be renovated as necessary and sold in its then current location,
if possible, or moved to a Dealer's lot or another Park for resale.

In the event of default by Home purchasers, the holder of the retail
installment sale contract has all the remedies of a secured party under the
Uniform Commercial Code (the "UCC"), except where specifically limited by other
state laws, including the right to repossession through self-help. The UCC 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.

In several cases, consumers have asserted that the self-help remedies
of secured parties under the UCC and related laws violate the due process
protection provided under the 14th Amendment to the Constitution of the United
States. Courts have generally upheld the notice provisions of the UCC
and related laws as reasonable or have found that the repossession and

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<PAGE> 39

resale by the creditor does not involve sufficient state action to
afford constitutional protection to consumers.

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 Home may
assert against the seller of the Home. Such claims are limited to a maximum
liability equal to the amounts paid by the obligor on the Contract.

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 mobile home, and, as part of the
rehabilitation plan, reduce the amount of the secured indebtedness to the market
value of the Home 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.

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<PAGE> 40

SALE OF CONTRACTS

The Corporation may from time to time sell blocks of Contracts
(the "Sale Contracts") which it originates to other lenders. The Corporation
does not anticipating selling such Contracts until at least twelve (12) months
after the origination date.

Contracts will not be sold unless the aggregate consideration received
therefor is equal to or greater than the principal due under the Contract at the
time of sale (the "Minimum Sale Amount"), unless in a transaction (the
"Repayment Transaction") which results in the repayment of all principal and
interest due on all Notes, in which case the amount of such repayment shall be
the Minimum Sale Amount. The Security Agreement and Indenture of Trust provide
that the Trustee shall release the security interest in the Sale Contracts and
release all Collateral related thereto upon the receipt by the Corporation of
cleared funds in excess of the Minimum Sale Amount. Except for a Repayment
Transaction, it is not anticipated that the premium received upon the sale of
the Sale Contracts plus the interest to be earned on the Replacement Contracts
will be less than the amount that would have been received on the Sale Contracts
if the sale had not occurred.

FLOOR PLAN FINANCING

The Corporation may provide financing to Dealers for Homes held for
resale to Home purchasers, called floor plan financing. The Corporation
anticipates that the financing will be at effective interest rates ranging from
14% to 24% (the A.P.R. may be less, but the effective rate includes additional
interest payments in the form of points or similar charges allowed by law), with
maturaties ranging from one to two years. The Corporation does not anticipate
lending more than One Hundred Thousand Dollars ($100,000) to any one dealer.

OTHER BUSINESS SEGMENTS

The Corporation may also: (1) purchase, refurbish (if necessary) and
lease or sell new or used Homes; (2) buy and improve land for development of
Parks or provide financing to others for such purpose; (3) buy and sell Parks;
and (4) purchase other sub- prime financial companies in the mobile home lending
business. As of the date of this Prospectus, the Corporation has no
understandings or agreements with any third party to engage in such activities.
The Corporation anticipates that it will only engage in such activities if it
becomes aware of favorable opportunities in such segments in connection with its
financing activities described above, and an appropriate amendment to this
Registration Statement will be filed in connection therewith if this offering
has not closed.

MARKETING

The Corporation anticipates that it will not have to engage in any
significant marketing

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<PAGE> 41

activities because of the anticipated high demand for the financing it
provides and the lack of significant competition to provide such financing.
However, the Corporation intends to contact Dealers throughout Florida to advise
them of the availability of the Corporations financing program.

MARKET AREA

There are a large number of Home purchases in Florida and there is
significant wealth in Florida because of the nature and size of the population.
The Corporation believes that Florida currently benefits from a strong economy.
According to the Florida Chamber of Commerce, Florida is the fourth largest
consumer market in the U.S. In 1993, Florida's population was over 13.4 million,
with approximately 70% of new arrivals in the 18 to 44 age bracket. Florida
emerged as a major economic force in the U.S. in the 1980's. By the end of the
decade, Florida had become the nation's leader in major new plant locations or
expansions. Florida consistently ranks as one of the top locations for industry.
Florida has consistently been a pacesetter in new business incorporation,
leading the nation a number of recent years. Florida has three cities in the
nation's top twelve metropolitan statistical areas in terms of percentage growth
in the number of new. The state has the largest number of manufacturing plants
in the Southeast. Numerous economists predict moderate but continued steady
growth in Florida's economy.

However, because the Corporation intends to limit its operations to
Florida, the Corporation's operations could be unfavorably impacted by adverse
changes in the economic environment in Florida which could adversely affect the
creditworthiness of the Corporation's prospective borrowers in the sub-prime
market in Florida. Although the Corporation believes Florida's economy will
continue to grow, there can be no assurance that this is the case. The resulting
lack of diversity in the geographic area in which the Corporation operates may
increase the risk of loss to the Corporation and the Note Holders because
adverse economic conditions which may occur in Florida but not elsewhere in the
country will have a greater adverse affect on the Corporation's operations and
thus its ability to make payments on the Notes than if the Corporation operated
in a broader geographic area. See "Risk Factors."

CHANGES IN PROGRAMS, PRODUCTS, POLICIES AND PROCEDURES

Factors such as increased competition in the industry and other
industry trends described above, as well as other reasons, may cause the
Corporation from time to time to review and change its financing programs,
products and services offered, and other business policies and procedures. To
the extent there are future changes in these areas, the Corporation may
originate Contracts or be subject to other circumstances which may increase the
risk of loss to Note Holders. The Corporation will continually review these
areas and reserves the right to change any criteria related thereto described
herein or otherwise as it deems appropriate. See "Risk Factors."

REGULATION

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<PAGE> 42

The Corporation's business, particularly its Finance Activities, is
subject to regulation and licensing under various federal, Florida and local
statutes, regulations and ordinances which are described below. These laws,
rules and regulations: (i) govern the way the Corporation can operate; (ii)
limit the interest rate and other charges that may be imposed by, or prescribe
certain other terms of, the Contracts that the Corporation originates; and (iii)
define the Corporation's rights to repossess and sell collateral. If the
Corporation fails to comply with these laws and regulations, it could be
required to cease operations or be subject to fines and penalties, and borrowers
under the Contracts could have civil remedies against the Corporation and
defenses under the Contracts which could adversely affect the Corporations
ability to enforce its rights and collect payment of sums due thereunder, all of
which could eliminate or reduce the Corporation's cash flow and thereby its
ability to make payments on the Notes. There is no assurance that laws and
regulations under which the Corporation operates will not become more
restrictive, which could reduce the Corporation's cash flow and thereby its
ability to make payments on the Notes. See "Risk Factors - Regulation."

The Corporation is required to be licensed by the State of Florida
under the terms of the Florida Consumer Finance Act and Regulations (the "Act")
to conduct its Finance Activities. The Act governs all aspects of the operations
of the Corporation, including licensing requirements, duties of licensee,
consumer protection, credit insurance, monthly installments, referral fees and
billing practices. The Act limits interest on loans under $25,000 to the
following: The maximum interest rate shall be 30% per annum, computed on the
first $1,000 of the principal amount as computed from time to time; 24% per
annum on that part of the principal amount as computed from time to time
exceeding $1,000 and not exceeding $2,000; and 18% per annum on that part of the
principal amount as computed from time to time exceeding $2,000 and not
exceeding $25,000. The original principal amount as used in the Act shall be the
same amount as the amount financed, as defined by the federal Truth in Lending
Act and Regulation Z of the Board of Governors of the Federal Reserve System. In
determining compliance with the statutory maximum interest and finance charges
set forth in the Act, the computations utilized shall be simple interest and not
add-on interest or any other computations. The Corporation will not make loans
in excess of $25,000.

The Corporation is also 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

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<PAGE> 43

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. The Credit Practices Rule of the Federal Trade Commission
imposes additional restrictions on loan provisions and credit practices.

RELATIONSHIP WITH SERVICING COMPANY

SERVICING AGREEMENT

The Corporation has entered into a Servicing Agreement with the
Servicing Company, to provide all services in connection with Contact
origination and servicing. which agreement may be terminated by either party
without cause upon 15 days' notice. See "Risk Factors." Because the Servicing
Company must operate within the guidelines established by the Corporation, all
management and operational decisions made by the Servicing Company will be the
same as would be made if the Corporation made such decisions directly. No funds
of the Corporation are deposited or kept in any account commingled with funds of
the Servicing Company or any other person or entity.

A potential conflict of interest concerning loan origination may arise
because it is anticipated that the Servicing Company will provide similar
services to Affiliated Entities formed by Management and his affiliates which
are engaged in businesses similar to that of the Corporation. Any such conflicts
will be resolved on a subjective, case-by-case basis in a manner in which
Management believes to be in the best interest of each entity.

A separate servicing company was formed for administrative convenience.
It is anticipated that additional employees will need to be hired to perform
servicing functions for the Corporation. In addition, if Affiliated Entities are
formed by Management and his Affiliates in the future, the same employees
performing servicing functions for the Corporation would perform similar
servicing functions for the Affiliated Entities. If there were no separate
servicing company, such employees would be considered to be employees of the
Corporation and the Affiliated Entities, requiring separate paychecks and
related income tax filings and deposits to be made by each separate entity.

The Corporation will pay the Servicing Company an amount equal to all
expenses of the Servicing Company computed on an accrual basis ("Actual Cost")
plus twenty percent (20%) of Actual Cost for services rendered. If the Servicing
Company provides similar services to future Affiliated Entities, the Corporation
will pay the Servicing Company as follows: (i) any acquisition or disposition of
out-of-pocket cash expenditures, such as attorneys' fees and court costs, will
be paid by the entity which owns the Contract to which such expenses relate (the
"Direct Expenses"); and (ii) an amount equal to Actual Cost less Direct Expenses
will be paid directly by each entity based upon the ratio of the total number of

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<PAGE> 44

Contracts held by each entity to the total number of Contracts held by all
entities. In addition, the Corporation will loan up to $75,000 to the Servicing
Company for the purchase and/or least of office space, office equipment, trucks
and automobiles. The Servicing Company will repay any advanced funds in equal
monthly installments of principal and interest at the rate of 10.5% per annum,
with the final payment due on June 30, 2002.

As of the date of this Prospectus, only Mr. Sutter and his assistant
are employed by the Servicing Company. Additional administrative employees will
be hired as necessary.

EMPLOYEE

As of the date of this Prospectus, there was only one (1) employee of
the Corporation, Mr. Sutter. Management of the Corporation and the employee
are the same individual. Management believes that it has an excellent
relationship with its employee. Its employee is not represented by a
collective bargaining agreement.

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<PAGE> 45

PROPERTIES

The Corporation's executive offices are located at 12408 North Florida
Avenue, Tampa, Florida. Pursuant to an oral agreement, the office is leased from
an Affiliate, Halliday Village Mobile Home Park, Inc., a Florida corporation
("Halliday"), on a month-to-month basis. Prior to the date of this Prospectus,
Halliday has been providing this space to the Corporation at no charge; however,
commencing on the Effective Date of the Registration Statement, the Corporation
will pay rent to Halliday in the amount of $2,200 per month, including utilities
and taxes, which Management believes to be the prevailing market rate. No
payment will be required for any time prior to the Effective Date of the
Registration Statement.

MANAGEMENT

Set forth below is certain information concerning the sole officer,
director and key employee of the Corporation and the Servicing Company. The sole
director serves for a term of one year until the next annual meeting of the
Corporation, and until his successor(s) are elected and qualified.

NAME POSITION AGE
---- -------- ---
<S> <C> <C>
Anthony A. Sutter President, Chief Executive Officer, 45
Secretary, Treasurer and Sole Director

</TABLE>

ANTHONY A. SUTTER, age 45, has been the President, Chief Executive
Officer, Secretary, Treasurer and Sole Director of the Corporation and the
Servicing Company since their inception. He has also been the sole officer and
director of Sterling Properties Management, Inc., a Tampa, Florida property
management company, since October. 1989. He is also the sole officer and
director of four Florida corporations owning mobile home parks in Florida,
Halliday Village Mobile Home Park, Inc., Oak Bend Mobile Home Park, Inc., Hidden
Oaks Mobile Home Park, Inc., and Regency Oaks Mobile Home Park, Inc. He received
a B.S. degree in Accounting and Economics from St. Louis University, St. Louis,
Missouri in 1973. He has been involved in the residential housing business for
25 years, during which time he has owned, managed and operated many properties,
including mobile home parks.

The Corporation does not have a written employment agreement with Mr.
Sutter. All compensation paid to Mr. Sutter will be paid by the Servicing
Company, based upon available funds, with no other limitation. No compensation
has been paid to Mr. Sutter as of the date of this Prospectus.

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<PAGE> 46

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For a description of the relationships and related transactions which
exist between the Corporation and the Servicing Company, see "Compensation
Committee Interlocks and Insider Participation," below.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

Mr. Sutter is President, Chief Executive Officer, Secretary,
Treasurer and Sole Director of both the Corporation and the Servicing
Company. Mr. Sutter owns the controlling interest in both the Corporation and
the Servicing Company.

The Corporation may sell or lease Homes to affiliates. Any lease will
be at Fair Market Value, based upon the Corporation's lease rates to independent
third parties, and any sale will be at Fair Market Value based upon wholesale
value published by the National Automobile Dealers Association.

There is a Servicing Agreement between the Corporation and the
Servicing Company. See "Business - Relationship with Servicing
Company."

The Corporation's executive offices are located at 12408 North
Florida Avenue, Tampa, Florida. Pursuant to an oral agreement, the office is
leased from an Affiliate, Halliday Village Mobile Home Park, Inc., a Florida
corporation ("Halliday"), on a month-to-month basis. Prior to the date of this
Prospectus, Halliday has been providing this space to the Corporation at no
charge; however, commencing on the Effective Date of the Registration Statement,
the Corporation will pay rent to Halliday in the amount of $2,200 per month,
including utilities and taxes, which Management believes to be the prevailing
market rate. No payment will be required for any time prior to the Effective
Date of the Registration Statement. See "Business-Properties."

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 the sole officer and director of the Corporation. 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.

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<PAGE> 47

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
NAME OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP % OF CLASS
------------------------ -------------- --------- -----------
<S> <C> <C> <C>
Anthony A. Sutter Common 800 80%

Judith Estrin, Trustee; Stanley Common 200 20%
--- --
D. Estrin Irrevocable Trust
dated 3/16/93

All officers and directors as a 800 80%
=== ==
group (1 person)

=== ==

</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. Sutter may be
deemed a "founder" or "parent" of the Corporation as such term is defined in the
Securities Act of 1933, as amended.

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<PAGE> 48

MANAGEMENT'S DISCUSSION AND ANALYSIS
AND RESULTS OF OPERATIONS

The Corporation has no earnings and no significant assets. The
Corporation will use the proceeds of this offering primarily to engage in the
Financing Activities.

DESCRIPTION OF SECURITIES

The following is a summary of certain provisions of the Note, Security Agreement
and Indenture of Trust, which are filed as Exhibits to this Registration
Statement. This summary is qualified in its entirety by the terms and conditions
of such documents.

NOTES

The sole sources of payment of interest on the Notes will be cash flow
generated from operations, the proceeds of this offering in an amount not to
exceed $1,039,500, any other cash flow of the Corporation not otherwise pledged
as security for other obligations of the Corporation, of which there is not
anticipated to be any, capital contributions or loans of the shareholders, or
operational borrowings obtained from third party lenders. See "Sources and Uses
of Proceeds." 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
that such loans could be obtained. See "Risk Factors." The sole sources of
repayment of principal and accrued interest on the Notes at the end of their
term will be cash flow generated from operations, a refinancing of the Notes, a
sale of the Collateral which is pledged as security for the Notes, proceeds from
the repayment of the Contracts or other income generating assets which are
pledged as security for the Notes not used to originate additional
Contracts, loans or capital contributions from the shareholders,

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<PAGE> 49

although the shareholders are under no obligation to do so, or proceeds
of future securities offerings, if any. See "Risk Factors."

The Corporation reserves the right to sell additional notes or equity
interests in a public offering or in 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.
See "Risk Factors."

There is no sinking fund for payment of principal or interest on the
Notes. Neither the Notes, nor any other obligations of the Corporation, have
cross-default provisions. See "Risk Factors."

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. See "Risk Factors."

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: The Assets or Replacement Assets acquired with funds
obtained from the repayment, sale or refinancing of the Assets, including all
rights to receive payments thereunder and security interests in and instruments
of title, whether now owned or hereafter acquired, all funds in the following
bank account: Barnett Bank - Account #1408067369; all proceeds of the offering
pursuant to the Registration Statement of Corporation declared effective by the
Securities and Exchange Commission on _______________, 1997 (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, assignments or other documents and
instruments located in a separate, segregated, locked file cabinet marked
"Cabinet A - Sterling Financial Services of Florida - I, Inc. - Notes" in the
possession, custody and control of the Trustee as described herein and in the
Indenture of Trust (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
Security Agreement.

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<PAGE> 50

The Collateral may be released to the Corporation upon receipt of an
affidavit signed and sworn to by a duly authorized officer of Corporation that
(a) the Corporation has received or anticipates receiving within five (5)
business days payment in full from the obligor under the Contract or payment of
at least the Minimum Sale Amount by the Purchaser of the Contracts if there is a
sale of a block of Contracts as described in the Registration Statement, (b) the
Corporation needs the Collateral for repossession or other similar purpose 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 a borrower due to marriage or divorce, change of
address, or notation of a subordinate lien. Upon a release of the Collateral
pursuant to (c) above, the Corporation or its Agent shall promptly return
Collateral to the Trustee upon receipt of the reissued Collateral after the
changes have been made by the appropriate state agency. In addition, amount up
to one year's aggregate interest payment on all outstanding Notes at the close
of the offering pursuant to the Registration Statement (maximum of $1,039,500)
shall be released to the Corporation upon written request to pay interest due on
the Notes.

Subject to the following limitations, an Event of Default under the Security
Agreement occurs if:

a. the Corporation receives written notice from a Trustee
on behalf of the Note Holders 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 Corporation receives written notice from a Trustee
on behalf of the Note Holders 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 Corporation 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 Corporation 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

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<PAGE> 51

(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:

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

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

(3) orders the liquidation of the Corporation,
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 Corporations. 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 Trustee
on behalf of the Note Holders holding at least a majority in principal amount of
the Notes notifies the Corporation of the default and the Corporation 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."

If an Event of Default occurs and is continuing either: (a) the
Trustee, by written notice to the Corporation or (b) the Trustee on behalf of
the Note Holders holding at least 25% in principal amount of the Notes, by
written notice to the Corporation 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
Corporation 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 Trustee on behalf of the Note Holders 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 Trustee on behalf of the Note Holders
holding a majority in principal amount of the Notes by notice to the Trustee on
behalf of the Note Holders 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.

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<PAGE> 52

Notwithstanding anything to the contrary in the Security Agreement,
Trustee on behalf of the Note Holders is required to proceed against and
liquidate all Collateral before looking to any other assets of the Corporation.

INDENTURE OF TRUST

Stanton K. Shultz, Clearwater, Florida, will serve as the Trustee under
the Indenture of Trust. From August, 1989 to date, he has been President of
Stanton Shultz, CPA, PA, an accounting firm in Clearwater, Florida. From May,
1984, to August, 1989, he was Vice President - Finance of Jones & Hawkins
Insurance, Inc., an independent insurance agency in Clearwater, Florida, where
he handled all accounting functions. From May, 1982 to April, 1984, he was a
business consultant to a computer manufacturer and distributor and was
responsible for computerization of the entire company. From June, 1981 to May,
1982, he was an account executive at Merrill Lynch Pierce Fenner and Smith,
Inc., a brokerage firm, where he was responsible for providing investment advice
to clients. From May, 1976 to May, 1981, he was Controller of Waterbed City,
Inc., where he was responsible for all accounting and data processing functions.
Mr. Shultz currently has no direct or indirect employment, financial or other
relationship with the Corporation or its affiliates, and, as such, is acting as
an independent Trustee. Mr. Shultz received a B.S. degree in Accounting from
Jacksonville University, Jacksonville, Ohio, in 1975 and a 5th year Accounting
Degree from Tampa College, Tampa, Florida, in 1992. Pursuant to the terms of the
Indenture of Trust, Mr. Shultz will receive a fee of $500 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.

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.

The Events of Default under the Indenture of Trust are the same as
under the Security Agreement.

52
<PAGE> 53

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

(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.

53
<PAGE> 54

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 not 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 thirty (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 of Trust.

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 the 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 thirty (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.

The Trustee shall act as Custodian of the Collateral for the benefit of
Note Holders.

UNDERWRITING

The Notes are being offered on a "best-efforts" $9,900,000 Maximum
Offering through

54
<PAGE> 55

the Managing Dealer and other Participating Dealers who are
members of the NASD. The Corporation has agreed to indemnify the Managing and
Participating Dealers against certain liabilities, including liabilities under
the Securities Act of 1933. The Corporation will pay the Managing Dealer 7% of
the offering price ($70 per Note), a portion of which may be reallowed to
Participating Dealers. The Corporation will also pay to the Managing Dealer a
Managing Dealer Fee of 2% of the offering price ($20 per Note) for all Notes
sold in the offering. The Corporation will also reimburse the Managing Dealer
for actual due diligence expenses in an amount up to .5% per Note ($5 per Note)
and pay to the Managing Dealer a Non-Accountable Expense Allowance not to exceed
1% of the offering price per Note ($10 per Note) for all Notes sold in the
offering, a portion of the foregoing which may be reallowed to Participating
Dealers. Neither the Managing Dealer nor any Participating Dealers are
affiliated with the Corporation or the Servicing Company.

Southern Capital Securities, Inc. is the lead underwriter for this
offering and will execute a Managing Dealer Agreement with the Corporation. The
Managing Dealer may enter into Selected Dealer Agreements with other
broker/dealers (the "Selected Dealers"), and may reallow a portion of the
compensation payable to it for selling the Notes hereunder to such Selected
Dealers.

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 for 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.

The Managing Dealer and the Selected Dealers have 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 executed Subscription Agreement and the related funds by the
participating Dealer by or before noon of the next business day following the
sale of said Notes.

55
<PAGE> 56

INDEMNIFICATION

Insofar as indemnification for liabilities arising under Securities Act
of 1933 may be permitted to directors, officers and controlling persons the
Corporation pursuant to any provisions contained in its Certificate of
Incorporation, or bylaws, or otherwise, the Corporation 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.

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.
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. 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."

56
<PAGE> 57

LEGAL MATTERS

The legality of the Notes offered hereby will be passed upon for the
Corporation by Michael T. Williams, Esq., in his capacity as counsel to the
Corporation.

LEGAL PROCEEDINGS

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

EXPERTS

The financial statements of the Corporation from January 3, 1997 (date
of inception) to January 10, 1997 appearing in this Prospectus and Registration
Statement have been audited by Timothy M. Hohl Company P. A., Certified Public
Accountant, independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement, and are included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

57
<PAGE> 58

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS

TABLE OF CONTENTS

<TABLE>
<S> <C>
Report of independent auditor F-2

Balance Sheet, December 31, 1996 F-3

Statement of Stockholder's Equity F-4

Statement of Cash Flows F-5

Notes to Financial Statements F-6

</TABLE>

F-1
<PAGE> 59

TIMOTHY M. HOHL COMPANY P.A.
CERTIFIED PUBLIC ACCOUNTANTS

4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICAN INSTITUTE OF CPA'S
(813)960-9803 FAX (813)960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION

REPORT OF INDEPENDENT AUDITORS

To the Board of Sterling Financial Services of Florida - I, Inc.

We have audited the accompanying balance sheet of Sterling Financial Services of
Florida - I, Inc. as of January 10, 1997 and the related statements of
stockholders' equity and cash flows for the period January 3, 1997 (inception)
through January 10, 1997. 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 audits.

We conducted our audits 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 the overall financial statement presentation. We believe
our audits provide 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 Sterling Financial Services of
Florida - I, Inc. as of January 10, 1997 and its cash flows for the period
January 3, 1997 (inception) through January 10, 1997 in conformity with
generally accepted accounting principles

/s/ TIMOTHY M. HOHL COMPANY P.A.

Tampa, FL
January 13, 1997

F-2
<PAGE> 60

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
BALANCE SHEET
JANUARY 10, 1997

<TABLE>
ASSETS
------
<S> <C>
Cash $1,000
------

Total Assets $1,000
======

</TABLE>

LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------

Liabilities $ -0-

Stockholders' Equity

Paid in Capital 900
Common Stock,
$ .01 par value, 7,500
shares authorized, 1,000
shares issued and 100
outstanding
------

Stockholder's equity 1,000
------

Total Liabilities and
Stockholders' Equity $1,000
======

</TABLE>

F-3
<PAGE> 61

STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD JANUARY 3, 1997 (Inception) TO JANUARY 10, 1997

<TABLE>
<CAPTION>
Common Stock Paid in Total
----------------------------------
Shares Value Capital Value
------------- --------------- ------------------- ----------------------
<S> <C> <C> <C> <C>
January 3, 1997
(Inception) -0- -0- -0- -0-

January 10, 1997 100 S100 $900 $1,000
------------- --------------- ------------------- ----------------------

Balance, January
10, 1997 100 $100 $900 $1,000
============= =============== =================== ======================

</TABLE>

See notes to financial statements.

F-4
<PAGE> 62

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD JANUARY 3, 1997 (Inception) TO JANUARY 10, 1997

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING $ -0-
ACTIVITIES

CASH FLOWS FROM INVESTING -0-
ACTIVITIES

CASH FLOWS FROM FINANCING
ACTIVITIES

Issuance of Common Stock 1,000
------

NET INCREASE IN CASH AND CASH 1,000
EQUIVALENTS

CASH AND CASH EQUIVALENTS, -0-
BEGINNING
------

CASH AND CASH EQUIVALENTS, ENDING $1,000
======

</TABLE>

See notes to financial statements.

F-5
<PAGE> 63

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Sterling Financial Services of Florida - I, Inc. (the "Company") was
incorporated under the laws of the state of Florida on January 3, 1997.
The Company is considered to be in the development stage as defined in
Financial Accounting Standard No. 7.

The Company intends to be primarily in the business of offering a package of
financial services to the sub-prime mobile home industry, including originating
and refinancing for its own account retail mobile home installment sale
contracts (the "Contracts") created in connection with primarily used as well as
some new mobile homes.

No statement of operations has been included, since there were no operational
activities, other than the issuance of common stock.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting
Accounting records of the Company and financial statements are maintained and
prepared on the accrual basis.

Year End
The Company's year end for financial reporting and tax purposes is December 31.

Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.

NOTE D - PROPOSED SECURED NOTE OFFERING

The Company intends to offer subscriptions for a maximum of 9,900 Notes in the
principal amount of $1,000 each. The Notes will bear simple interest at 10.5%
per annum, payable interest only monthly, with all principal and accrued
interest, if any, due on June 30, 2002. The Notes will be secured by a first
lien on the assets acquired with the proceeds of the offering or other assets
acquired with funds obtained from repayment, sale or refinancing of such assets.
The Notes are prepayable in whole or in part at any time without premium or
penalty.

The Notes are being offered on a "best-effort" basis. There is no minimum
offering for the Notes.

F-6
<PAGE> 64

EXHIBIT A

STATE SUITABILITY STANDARDS

INSERT

A-1
<PAGE> 65

EXHIBIT B
STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
SUBSCRIPTION AGREEMENT - PROMISSORY NOTES

Gentlemen: The Investor named below, by payment of the purchase price for such
Promissory Notes, by the delivery of a check payable to STERLING FINANCIAL
SERVICES OF FLORIDA - I, INC., hereby subscribes for the purchase of the number
of Promissory Notes indicated below (minimum of two) of STERLING FINANCIAL
SERVICES OF FLORIDA - I, INC., at a purchase of $1,000 per Note as set forth in
the Prospectus. By such payment, the named Investor further acknowledges receipt
of the Prospectus and any Supplement and the Subscription Agreement, the terms
of which govern the investment in the Promissory Notes being subscribed for
hereby.

<TABLE>
<S> <C>
A. INVESTMENT: (1) Number of Notes ___________________ (2) Total Contribution ($1,000/Note)$_____________________________________
(3) Initial Purchase [ ] Additional Purchase [ ] Date of Investor's check_______________________

A. REGISTRATION:
(4) Registered Owner:_______________________________ Co-Owner:_______________________________________
(5) Mailing Address:__________________________________________ City, State & Zip:______________________________________________
(6) Residence Address (if different from above):________________________________________________________________________________
(7) Birth Date: ___________/___________/____________ (8) Employee or Affiliate: Yes_____________ No________________
(9) Please indicate Citizenship Status: (10) Social Security #:______________/____________/_______________
U.S. Citizen [ ] Other [ ] Co-Owner SS#:_________________/_____________/________________
(11) Telephone (H) ( ) ______________________ Corporate or Custodial:________/_____________/_______________
(O) ( ) ______________________ Taxpayer ID #: ______-_____________________/_________________

C. OWNERSHIP [ ] Individual Ownership [ ] IRA or Keogh [ ] Joint Tenants with Rights of Survivorship
[ ] Trust/Date Trust Established_____________ Pension/Trust (S.E.P.) [ ] Tenants in Common [ ] Tenants by the Entirety
[ ] Corporate Ownership [ ] Partnership [ ]Other________________________________________________________________

D. SIGNATURES: By signing below, I/we represent that I/we meet the suitability standards set forth in the Prospectus under
"Suitability Standards."
Signatures - Registered Owner:___________________________________________ Co-Owner:_________________________________________________
Print Name of Custodian or Trustee:______________________________________ Authorized Signature:_____________________________________
Date:_____________________ Witness Signature______________________________________________________________________________

E. PAYMENT SHOULD BE SENT TO (IF DIFFERENT THAN REGISTERED OWNER):
Name:________________________________________________________ c/o___________________________________________________________________
Address:__________________________________________________ Account Number:__________________________________________________________
City, State & Zip:_________________________________________ Telephone Number:_______________________________________________________

F: BENEFICIAL OWNER(S): All reports and financial statements will normally be sent to the registered owner at the address in
Section B. If reports and financial statements are to be sent to the Beneficial Owner of an IRA or Keogh, insert name of the
Beneficial Owner.

Name of Beneficial Owner Only:____________________________________________ Telephone Number:________________________________________
Address:_______________________________________________________ City, State & Zip:__________________________________________________

G. BROKER-DEALER/REGISTERED REPRESENTATIVE DATA: ALL LINES MUST BE COMPLETED, ANY MISSING SIGNATURES MAY
DELAY PROCESSING OF THIS ORDER.

Broker-Dealer NASD Firm Name:________________________________ Date:_______________ Telephone Number:________________________________
Main Office Address:______________________________________ City, State & Zip:_______________________________________________________
Print or Type Name of Broker-Dealer, Principal or other Authorized Signatory:_______________________________________________________
Authorized Signature:_______________________________________________________________________________________________________________
Print or Type Name of Registered Representative or other Authorized Signatory:______________________________________________________
Signature:__________________________________________________________________________________________________________________________
Branch Office Address:_____________________________________ City, State & Zip:______________________________________________________
____________________________________________________________________________________________________________________________________
MAIL TO: Sterling Financial Services of Florida - I, Inc., 12408 North Florida Avenue, Tampa, FL 33612, telephone 813/935-9476,
facsimile 813/948-8537.

====================================================================================================================================
OFFICE USE ONLY: Date Received:__________________________________ Date Accepted/Rejected__________________________________________
Subscriber's Check Amount:_______________________ Check No.___________________ Date Check Deposited_________________________________
MR #________________
WHITE-STERLING YELLOW-BROKER PINK-REG.REP GOLD-INVESTOR

</TABLE>

B-1
<PAGE> 66

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Maximum
Offering
--------
<S> <C>
*SEC Registration Fee $ 3,000.00
*NASD Registration Fee 1,490.00
*Legal Fees and Expenses 50,000.00
*Accounting Fees and Expenses 35,000.00
*Blue Sky Qualification 35,000.00
Other Organization and Offering Expenses 5,000.00
Printing and Engraving Fees and Expenses 10,000.00
Due Diligence Reimbursement 49,500.00
Non-Accountable Expense Allowance 99,000.00
Miscellaneous 19,010.00
-----------
Total $307,000.00

</TABLE>

ITEM 14: INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Florida General Corporation Law permits indemnification by the
Corporation of any director, officer, employee or agent of the Corporation or
person who is serving at the Corporation'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 Corporation's Articles of Incorporation and Bylaws provide that the
Corporation 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 Corporation's Bylaws provide that the Corporation 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 Corporation, or his serving or having served at the request of
the Corporation as a director, officer, partner, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

II-1
<PAGE> 67

Indemnification under the Corporation'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 15: RECENT SALES OF UNREGISTERED SECURITIES

Since its organization in January 1997, the Corporation has not sold
any unregistered securities.

ITEM 16: EXHIBITS
**1.1 Form of Managing Dealer Agreement
**1.2 Form of Selected Dealer Agreement
**1.3 Subscription Agreement
*3.1 Articles of Incorporation
*3.2 Bylaws
**4.1 Form of Note
**4.2 Form of Security Agreement and Collateral Assignment
**4.3 Form of Indenture of Trust
*5.1 Opinion regarding legality (including Consent)
**10.1 Servicing Agreement
**10.2 Form of Credit Application
**24 Consent of Accountants
*27 Financial Data Schedule (for SEC use only)

- -------------------------
* Filed previously
** Filed herewith

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

ITEM 17: UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;

II-2
<PAGE> 68

(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
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.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination 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.

The undersigned Registrant hereby undertakes that:

(1) 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.

II-3
<PAGE> 69

The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

LIST OF CONSENTS REQUIRED BY RULE 435

The consent of Michael T. Williams, Esquire to the reference to said
attorney in the Prospectus constituting a part of this Registration Statement
and to the use of his opinion as an exhibit to this Registration Statement is
included in the opinion of said firm (Exhibit 5).

II-4
<PAGE> 70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Tampa, State
of Florida, on the 17th day of March, 1997.

STERLING FINANCIAL SERVICES
OF FLORIDA - I, INC.
a Florida corporation

By: /s/ Anthony A. Sutter
-------------------------------------------
Anthony A. Sutter
President, Chief Executive Officer,
Secretary , Treasurer and Sole Director
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer

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
- ---- -------- ----
<S> <C> <C>

/s/ Anthony A. Sutter President, Chief Executive March 17, 1997
- --------------------- Officer, Secretary, Treasurer and
Anthony A. Sutter Sole Director

</TABLE>

II-5
<PAGE> 71

INDEX TO EXHIBITS

EXHIBIT
NO. DESCRIPTION
<S> <C>
**1.1 Form of Managing Dealer Agreement
**1.2 Form of Selected Dealer Agreement
**1.3 Subscription Agreement
*3.1 Articles of Incorporation
*3.2 Bylaws
**4.1 Form of Note
**4.2 Form of Security Agreement and Collateral Assignment
**4.3 Form of Indenture of Trust
*5.1 Opinion regarding legality (including Consent)
**10.1 Servicing Agreement
**10.2 Credit Application
**24 Consent of Accountants
*27 Financial Data Schedule (for SEC use only)

</TABLE>

- -------------------------
* Filed previously
** Filed herewith

<PAGE> 1

EXHIBIT 1.1

MANAGING DEALER AGREEMENT

THIS MANAGING DEALER AGREEMENT (the "Agreement") made and entered into
this ____ day of ______, 1997, by and between Southern Capital Securities, Inc.,
a Florida corporation ("Managing Dealer"),and Sterling Financial Services of
Florida -I, Inc., a Florida corporation (the "Corporation").

RECITALS:

A. Sterling Financial Services of Florida -I, Inc., a Florida corporation
(the "Corporation") is offering a maximum of 9,900 Secured Notes (the "Notes")
in the amount of $1,000 each, payable in cash upon subscription.

B. The Corporation has engaged the Managing Dealer on a non-exclusive
basis to sell the Notes of the Corporation on a best-efforts basis on behalf of
the Corporation on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:

1. The Corporation shall have the full authority to take such actions as
it deems advisable concerning all matters with respect to the offering.

2. The Corporation represents and warrants to the Managing Dealer that:

a. The Corporation is duly organized and validly existing as a
corporation in good standing under the laws of the State of Florida.

b. This Agreement has been duly authorized, executed and delivered
by the Corporation and is a valid and binding Agreement on its part.

c. The Corporation's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Corporation is a party or by which it is bound, or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Corporation or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.

d. The Managing Dealer is duly registered pursuant to the provisions
of the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.

1
<PAGE> 2

e. The Managing Dealer is familiar with the requirements under
the Act and confirms that it will comply therewith.

f. The Managing Dealer shall maintain in its files such documents
as are necessary to demonstrate the suitability of each investor to whom the
Managing Dealer sells a Note or Notes hereunder.

g. The Managing Dealer acknowledges that the Notes will be
offered and sold pursuant to the Registration Statement.

3. On becoming a Managing Dealer and in offering and selling the Notes,
you agree to comply with all applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934. You further represent:

a. The Managing Dealer is duly organized and validly existing as a
corporation in good standing under the laws of the State of Florida.

b. This Agreement has been duly authorized, executed and
delivered by the Managing Dealer and is a valid and binding Agreement on its
part.

c. The Managing Dealer's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Managing Dealer is a party or by which it is bound, or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Managing Dealer or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.

d. The Managing Dealer is duly registered pursuant to the
provisions of the Securities Exchange Act of 1933 as a broker/dealer, is
a member in good standing of the National Association of Securities Dealers,
Inc. ("NASD"), and is duly registered as a broker/dealer in such states as it is
required in order to carry out its obligations as contemplated by this
Agreement.

e. The Managing Dealer is familiar with the requirements under
the Act and confirms that it will comply therewith.

f. The Managing Dealer shall maintain in its files such documents
as are necessary to demonstrate the suitability of each investor to whom the
Managing Dealer sells a Note or Notes hereunder.

g. The Managing Dealer acknowledges that the Notes will be
offered and sold pursuant to the Registration Statement.

2
<PAGE> 3

4. Subject to the terms and conditions herein set forth, the Managing
Dealer agrees to use its best efforts during the subscription period, as stated
in the Registration Statement, to sell as Managing Dealer, such number of Notes
as permitted by the Corporation at the stated offering price, and 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 Managing Dealer by or
before noon of the next business day following the sale of said Notes. The
Corporation shall pay the following to the Managing Dealer: seven percent (7%)
of the sales price of the Notes sold; which may be reallowed to Selected
Dealers, up to one-half percent (.5%) of the sales price of each Note sold for
actual due diligence expenses; and one percent (1%) of the sales price of each
Note sold as a Non-Accountable Expense Allowance, all of which may be reallowed
to the Participating Dealers. In addition, the Corporation shall pay the
Managing Dealer a Managing Dealer Fee of two percent (2%) of the price of each
Note sold, not subject to reallowance to selected dealers. The compensation
shall be payable within five (5) business days of the receipt of subscription
proceeds. During the subscription period, the Managing Dealer shall obtain from
each subscriber for Notes an executed Subscription Agreement in the form set
forth in the Registration Statement, and shall deliver the Subscription
Agreement to the Corporation. The Managing Dealer shall retain on behalf of the
Corporation, a copy of the Subscription Agreement, submitted by each subscriber,
and shall maintain an accurate record of the name and address of each
subscriber, the number of Notes subscribed for, and the date and amount of each
subscription within five (5) business days after receipt, subject to the maximum
limits on the number of Notes being sold. If a subscription is not expressly
rejected by written notice to the subscriber with five (5) business days, the
subscription shall be deemed accepted.

5. The Managing Dealer agrees that the Notes are available for offer and
sale only to bona fide residents of such states as are authorized by the
Managing Dealer, and further agrees that no offer or sale of Notes will be made
to any persons other than residents of those states.

6. The Corporation agrees to furnish the Managing Dealer with the
Registration Statement and any other information or documentation required by
the Managing Dealer to determine the adequacy and the accuracy of the
disclosures made in the Registration Statement.

7. The Managing Dealer shall offer the Notes for sale upon the terms and
conditions set forth in the Registration Statement, including, without
limitation, that it will limit the offering of the Notes to persons who it has
reasonable grounds to believe meet the suitability requirements set forth in the
Registration Statement. The Managing Dealer shall offer and sell the Notes
directly to retail purchasers. The Managing Dealer agrees to comply with
Sections 8, 24, 25 and 36 of Article III of the NASD Rules of Fair Practice.

8. No person is authorized to act as agent for the Corporation, or
otherwise to act on behalf of the Corporation, in offering or selling the Notes
to the public or otherwise.

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<PAGE> 4

any jurisdiction, or for or in respect of any matter connected with
this Agreement, except for lack of good faith and for obligations expressly
assumed by the Managing Dealer in this Agreement. The foregoing provision shall
not be deemed a waiver of any liability imposed under the Securities Act of
1933.

10. This Agreement shall become effective upon the execution thereof by
the parties hereto. Either party may terminate this Agreement for a willful
violation by the other party of any securities or other law, upon ten (10) days
written notice being given to the other party. This Agreement may also be
terminated by a written instrument signed by the parties thereto. In the event
the offering is terminated before any securities are sold, the Managing Dealer
will be reimbursed only for its actual accountable out-of-pocket expenses.

11. All notices, requests and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed,
certified mail, return receipt requested, as follows:

a. As to the Corporation:

Sterling Financial Services of Florida - I, Inc.
12408 North Florida Avenue
Tampa, FL 33612

b. As to the Managing Dealer:

Southern Capital Securities, Inc.
13092 North Dale Mabry Highway, Suite 118
Tampa, FL 33618

12. This Agreement shall be binding upon and inure solely to the benefit
of the Corporation and the Managing Dealer and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Notes from the Managing Dealer shall be deemed a successor or assign
by reason merely of such purchase.

13. The respective representations, warranties and covenants of the
Managing Dealer and the Corporation herein and the indemnities contained herein
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Managing Dealer or the Corporation
within the meaning of the Act and shall survive delivery of the Notes.

14. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.

15. This Agreement may be amended, modified or supplemented only by a
written instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.

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<PAGE> 5

16. This Agreement constitutes the entire Agreement between the parties
hereto and the parties shall not be bound by any promises, representations or
agreements except as are herein expressly set forth.

WITNESSES: SOUTHERN CAPITAL
SECURITIES, INC.,
a Florida corporation

_______________________________ By:_________________________________

_______________________________ "Managing Dealer"

_______________________________ STERLING FINANCIAL SERVICES
OF FLORIDA - I, INC.,
a Florida corporation

_______________________________ By:_________________________________

_______________________________ Its:________________________________

"Corporation"

<PAGE> 1

EXHIBIT 1.2

SELECTED DEALER AGREEMENT

THIS SELECTED DEALER AGREEMENT (the "Agreement") made and entered into
this ____ day of ______, 1997, by and between Southern Capital Securities, Inc.,
a Florida corporation ("Managing Dealer"), and
_____________________________________________, a
________________ corporation (the "Selected Dealer").

RECITALS:

B. The Corporation has engaged the Managing Dealer on a non-exclusive
basis to sell the Notes of the Corporation on a best-efforts basis, and the
Managing Dealer has engaged the Selected Dealer to sell such Notes on behalf of
the Corporation on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:

1. The Managing Dealer shall have the full authority to take such actions
as it deems advisable concerning all matters with respect to the offering.

2. The Selected Dealer represents and warrants to the Managing Dealer
that:

a. The Selected Dealer is duly organized and validly existing as a
corporation in good standing under the laws of the State of ___________________.

b. This Agreement has been duly authorized, executed and delivered
by the Selected Dealer and is a valid and binding Agreement on its part.

c. The Selected Dealer's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Selected Dealer is a party or by which it is bound, or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Selected Dealer or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.

d. The Selected Dealer is duly registered pursuant to the provisions
of the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.

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<PAGE> 2

e. The Selected Dealer is familiar with the requirements under the
Act and confirms that it will comply therewith.

f. The Selected Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Selected Dealer sells a Note or Notes hereunder.

g. The Selected Dealer acknowledges that the Notes will be offered
and sold pursuant to the Registration Statement.

3. On becoming a Selected Dealer and in offering and selling the Notes,
you agree to comply with all applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934.

4. Subject to the terms and conditions herein set forth, the Selected
Dealer agrees to use its best efforts during the subscription period, as stated
in the Registration Statement, to sell as Selected Dealer, such number of Notes
as permitted by the Managing Dealer at the stated offering price, and 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 Selected
Dealer by or before noon of the next business day following the sale of said
Notes. Of the amounts paid to the Managing Dealer, the Managing Dealer shall
reallow the following to the Selected Dealer: _______________ percent (___%) of
the sales price of the Notes sold by the Selected Dealer; ____ percent (___%) of
the sales price of each Note sold by the Selected Dealer for actual due
diligence expenses; and ___% of the sales price of each Note sold by the
Selected Dealer as a Non-Accountable Expense Allowance. The compensation shall
be payable within five (5) business days of the receipt of payments of amounts
due it from the Corporation by the Managing Dealer. During the subscription
period, the Selected Dealer shall obtain from each subscriber for Notes an
executed Subscription Agreement in the form set forth in the Registration
Statement, and shall deliver the Subscription Agreement to the Corporation. The
Selected Dealer shall retain on behalf of the Managing Dealer, a copy of the
Subscription Agreement, submitted by each subscriber, and shall maintain an
accurate record of the name and address of each subscriber, the number of Notes
subscribed for, and the date and amount of each subscription within five (5)
business days after receipt, subject to the maximum limits on the number of
Notes being sold. If a subscription is not expressly rejected by written notice
to the subscriber with five (5) business days, the subscription shall be deemed
accepted.

5. The Selected Dealer agrees that the Notes are available for offer and
sale only to bona fide residents of such states as are authorized by the
Managing Dealer, and further agrees that no offer or sale of Notes will be made
to any persons other than residents of those states.

6. The Managing Dealer agrees to furnish the Selected Dealer with the
Registration Statement and any other information or documentation required by
the Selected Dealer to determine the adequacy and the accuracy of the
disclosures made in the Registration Statement.

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<PAGE> 3

7. The Selected Dealer shall offer the Notes for sale upon the terms and
conditions set forth in the Registration Statement, including, without
limitation, that it will limit the offering of the Notes to persons who it has
reasonable grounds to believe meet the suitability requirements set forth in the
Registration Statement. The Selected Dealer shall offer and sell the Notes
directly to retail purchasers. The Selected Dealer agrees to comply with
Sections 8, 24, 25 and 36 of Article III of the NASD Rules of Fair Practice.

8. No selected Dealer is authorized to act as agent for the Managing
Dealer, or otherwise to act on behalf of the Managing Dealer, in offering or
selling the Notes to the public or otherwise.

9. The Managing Dealer shall not be under any liability for or in respect
of the value, validity or form of the Notes, or delivery of the certificates for
the Notes, or the performance by anyone of any agreement on his part, or the
qualification of the Notes for sale under the laws of any jurisdiction, or for
or in respect of any matter connected with this Agreement, except for lack of
good faith and for obligations expressly assumed by the Managing Dealer in this
Agreement. The foregoing provision shall not be deemed a waiver of any liability
imposed under the Securities Act of 1933.

a. As to the Managing Dealer:

Southern Capital Securities, Inc.
13092 North Dale Mabry Highway, Suite 118
Tampa, FL 33618

b. As to the Selected Dealer:

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

12. This Agreement shall be binding upon and inure solely to the benefit
of the Selected Dealer and the Managing Dealer and their respective heirs,
executors, administrators, successors

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<PAGE> 4

and assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement. No purchaser of any of the Notes from the
Selected Dealer shall be deemed a successor or assign by reason merely of such
purchase.

13. The respective representations, warranties and covenants of the
Managing Dealer and the Selected Dealer herein and the indemnities contained
herein shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Managing Dealer or the Selected Dealer
within the meaning of the Act and shall survive delivery of the Notes.

14. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.

15. This Agreement may be amended, modified or supplemented only by a
written instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.

WITNESSES: SOUTHERN CAPITAL
SECURITIES, INC.,
a Florida corporation

_______________________________ By:___________________________________

_______________________________ "Managing Dealer"

_______________________________ ______________________________________

_______________________________ By:___________________________________

Its:__________________________________

"Selected Dealer"

<PAGE> 1

EXHIBIT 1.3

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
SUBSCRIPTION AGREEMENT - PROMISSORY NOTES

A. REGISTRATION:
(4) Registered Owner:_______________________________ Co-Owner:_______________________________________
(5) Mailing Address:__________________________________________ City, State & Zip:______________________________________________
(6) Residence Address (if different from above):________________________________________________________________________________
(7) Birth Date: ___________/___________/____________ (8) Employee or Affiliate: Yes_____________No_________________
(9) Please indicate Citizenship Status: (10) Social Security #:_____________/______________/_______________
U.S. Citizen [ ] Other [ ] Co-Owner SS#:_________________/_____________/_________________
(11) Telephone (H) ( ) ______________________ Corporate or Custodial: ____________/___________/_____________
(O) ( ) _______________________ Taxpayer ID #: ______-_____________________/__________________

C. OWNERSHIP [ ] Individual Ownership [ ] IRA or Keogh [ ] Joint Tenants with Rights of Survivorship
[ ] Trust/Date Trust Established_______________ Pension/Trust (S.E.P.) [ ] Tenants in Common [ ] Tenants by the Entirety
[ ] Corporate Ownership [ ] Partnership [ ] Other_____________________________________________________________

D. SIGNATURES: By signing below, I/we represent that I/we meet the suitability standards set forth in the Prospectus under
"SuitabiStandards."
Signatures - Registered Owner:___________________________________________ Co-Owner:_________________________________________________
Print Name of Custodian or Trustee:______________________________________ Authorized Signature:_____________________________________
Date:_____________________ Witness Signature______________________________________________________________________________

Name of Beneficial Owner Only:____________________________________________ Telephone Number:____________________________
Address:_____________________________________________________________ City, State & Zip:________________________________

G. BROKER-DEALER/REGISTERED REPRESENTATIVE DATA: ALL LINES MUST BE COMPLETED, ANY MISSING SIGNATURES MAY DELAY PROCESSING OF THIS
ORDER.

Broker-Dealer NASD Firm Name:________________________________Date:_______________ Telephone Number:_________________________________
Main Office Address:______________________________________ City, State & Zip:_______________________________________________________
Print or Type Name of Broker-Dealer, Principal or other Authorized Signatory:_______________________________________________________
Signature:__________________________________________________________________________________________________________________________
Print or Type Name of Registered Representative or other Authorized Signatory:______________________________________________________
Signature:__________________________________________________________________________________________________________________________
Branch Office Address:_____________________________________ City, State & Zip:______________________________________________________
____________________________________________________________________________________________________________________________________
MAIL TO: Sterling Financial Services of Florida - I, Inc., 12408 North Florida Avenue, Tampa, FL 33612, telephone 813/935-9476,
facsimile 813/948-8537.

</TABLE>

<PAGE> 1

EXHIBIT 4.1

PROMISSORY NOTE

$_______________________ Tampa, Florida
Date:___________________

FOR VALUE RECEIVED, the undersigned promises to pay to
______________________________ (hereinafter, together with any holder hereof,
called "Holder") at ______________________ or at such other place as the Holder
may from time to time designate in writing, the principal sum of
___________________________ Dollars ($_______________), together with simple
interest at the rate of 10.5% per annum payable interest only monthly. Interest
is calculated on the basis of a 365-day year (the "Calculation Basis") but is
paid in 12 equal monthly installments, regardless of the number of days in each
month (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 Note. Interest shall be due on the first day of the month, in arrears.
The entire outstanding principal balance and accrued interest, if any, shall be
due on June 30, 2002.

This Note is one of an issue of 9,900 Notes ("Notes") of the
undersigned in an aggregate principal amount not to exceed Nine Million Nine
Hundred Thousand Dollars ($9,900,000.00), and is subject to an Indenture of
Trust by and between the undersigned and Stanton K. Shultz, as Trustee (the
"Trustee"). Reference is hereby made to the Indenture of Trust for a description
of the rights, limitations, obligations and immunities of the undersigned, the
holders of the Notes and the Trustee. This Note may only be deemed to be in
default and the Holder may only exercise any available rights and remedies
thereon upon the occurrence of an Event of Default as defined in the Security
Agreement and the Indenture of Trust.

This Note and the instruments securing it have 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 principal due under this Note may be prepaid in whole or in part
at any time without penalty. Any prepayment will include accrued and unpaid
interest at the time of prepayment on the entire principal amount due.

This Note is secured by a Security Agreement described in the
Prospectus of the undersigned dated as of ______________, 1997, executed by the
undersigned in favor of the Trustee on behalf of the holders of the Notes.

If an Event of Default, as defined in the Indenture of Trust or
Security Agreement, shall have occurred and be continuing, the principal hereof
may be declared due and payable in manner, with the effect, and subject to the
conditions provided in the Indenture of Trust or Security Agreement.

Time is of the essence of this Note and in case this Note is collected
by law or through an attorney at law, or under advice therefrom, the undersigned
agrees to pay all costs of collection, including reasonable attorney's fees.
Reasonable attorney's fees are defined to include, but not be limited to, all
fees incurred in all matters of collection and enforcement, construction and
interpretation, before, during and after suit, trial proceedings and appeals, as
well as appearances in and connected with any bankruptcy proceedings or
creditors' reorganization or similar proceedings.

All persons now or at any time liable, whether primarily or
secondarily, for the payment of the indebtedness hereby evidenced, for
themselves, their heirs, legal representatives, successors and assigns
respectively, hereby (a) expressly waive presentment, demand for payment, notice
of dishonor, protest, notice of nonpayment or protest, and diligence in
collection; (b) consent that the time of all payments or any part thereof may be
extended, rearranged, renewed or postponed by the Holder hereof and further
consent that the collateral security or any part thereof may be released,
exchanged, added to or substituted for releasing, affecting or limiting their
respective liability or the lien of any security instrument; and (c) agree that
the Holder, in order to enforce payment of this Note, shall not be required
first to institute any suit or to exhaust any of its remedies against the Maker
or any other person or party to become liable hereunder.

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

STERLING FINANCIAL SERVICES OF FLORIDA - I,
INC., a Florida corporation

By:_________________________________________
Anthony A. Sutter, President

The required excise tax on documents has been paid and stamps have been affixed
to the Security Agreement and canceled.

<PAGE> 1

EXHIBIT 4.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (hereinafter called this "Agreement") is made as
of the ___ day of __________, 1997, by and between Sterling Financial Services
of Florida - I, Inc., a Florida corporation, located (hereinafter called
"Debtor") and Stanton K. Shultz, as Trustee (the "Trustee") on behalf of those
persons listed on Schedule A (hereinafter collectively called "Secured Party").

WITNESSETH:

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
Notes issued and executed by Debtor, pursuant to the Indenture of Trust (the
"Indenture") dated _________, 1997, by and between Debtor and the Trustee, and
made payable to the holders of such 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: : The Assets
or Replacement Assets (as defined in the Registration Statement referred to
below) acquired with funds obtained from the repayment, sale or refinancing of
the Assets, including all rights to receive payments thereunder and security
interests in and instruments of title, whether now owned or hereafter acquired,,
all funds in the following bank account: Barnett Bank - Account #1408067369; all
proceeds of the offering pursuant to the Registration Statement of Corporation
declared effective by the Securities and Exchange Commission on _______________,
1997 (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, assignments or
other documents and instruments located in a separate, segregated, locked file
cabinet marked "Cabinet A - Sterling Financial Services of Florida - I, Inc. -
Notes" in the possession, custody and control of the Trustee as described herein
and in the Indenture of Trust (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 Security Agreement.

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<PAGE> 2

The Collateral may be released to Debtor 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 or payment of at least the Minimum Sale
Amount by the Purchaser of the Contracts if there is a sale of a block of
Contracts as described in the Registration Statement, (b) Debtor needs the
Collateral for repossession or other similar purpose 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 a borrower due to marriage or divorce, change of address, or notation of
a subordinate lien. Upon a release of the Collateral pursuant to (c) above,
Debtor or its Agent shall promptly return Collateral to the Trustee upon receipt
of the reissued Collateral after the changes have been made by the appropriate
state agency. In addition, amount up to one year's aggregate interest payment on
all outstanding Notes at the close of the offering pursuant to the Registration
Statement (maximum of $1,039,500) shall be released to Debtor upon written
request to pay interest due on the Notes.

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.

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

2
<PAGE> 3

defined in paragraph 7.1 of this Agreement) it may deal with the
Collateral, including taking any aforementioned action as described in the this
Agreement or 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 Trustee 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 Indenture of Trust between the Debtor and Trustee on behalf of the
Secured Party of even date herewith;

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 or as otherwise
permitted herein;

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 Trustee if required pursuant
to that certain Indenture of Trust between Debtor and Trustee on behalf
of the Secured Party of even date herewith;

4.11. Will not commingle the Collateral constituting cash with funds
of any person or entity other than Debtor;

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<PAGE> 4

4.12. 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; and

4.13. Will keep all funds which constitute the Collateral in the
following separate, segregated Bank Account - Barnett Bank - Account
#1408067369, and will not commingle any other funds with funds in said account.

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.

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;

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<PAGE> 5

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:

(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 Trustee, 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.

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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 Secured Party 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.

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

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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.

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.

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<PAGE> 8

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.

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

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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.

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
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.

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IN WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first above written.

STERLING FINANCIAL SERVICES
OF FLORIDA - I, INC.
a Florida corporation

By:_______________________________
Anthony A. Sutter President

_______________________________
Stanton K. Shultz, Trustee

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COLLATERAL ASSIGNMENT

Sterling Financial Services of Florida - I, Inc., a Florida corporation
("Assignor") hereby collaterally assigns to Stanton K. Shultz, 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.

As used herein, all capitalized terms shall have the same meaning as in
the Assignor's Prospectus dated __________, 1997.

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

STERLING FINANCIAL
SERVICES OF FLORIDA - I, INC.
a Florida corporation

By:__________________________________
Anthony A. Sutter, President

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SCHEDULE A

COLLECTIVE LIST OF PERSONS
CONSTITUTING THE SECURED PARTY

A-1

<PAGE> 1

EXHIBIT 4.3

INDENTURE OF TRUST

THIS INDENTURE OF TRUST dated as of the ____ day of _____________ , 1997,
by and between Sterling Financial Services of Florida, Inc., a Florida
corporation (the "Company"), and Stanton K. Shultz, as Trustee (the "Trustee").

WITNESSETH:

WHEREAS, the Company has duly authorized the offer and sale of 9,900
Promissory Notes (the "Notes") due on or before June 30, 2002, a specimen copy
of which is attached hereto as Exhibit "A," in the principal amount of One
Thousand Dollars ($1,000) per Note, which Notes are secured by certain assets as
described in the Prospectus dated ________________, 1997 and a Security
Agreement and Collateral Assignment with respect to the assets described on
Exhibit B hereto (the foregoing Notes, Security Agreement and Collateral
Assignment collectively referred to herein as the "Security Documents"); and

WHEREAS, the Company has determined that it is in the best interests of
the Company and the holders of the Notes to enter into this Indenture of Trust
(the "Indenture").

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

1. Recitals. The above recitals are those of the Company and are
true and correct and are incorporated herein by reference. The Trustee
takes no responsibility for such recitals.

2. Acceptance of Trust. The Trustee hereby accepts title in and to
the Notes in trust for each and every holder of the Notes under the
terms and conditions contained herein.

3. Duties of Trustee.

a. The Trustee undertakes to perform such duties and only such
duties as are specifically set forth in the Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee. The
specific duties of the Trustee are as follows:

(1) To hold as Custodian and Trustee the Security Documents
as described in the Prospectus and related Collateral for the benefit of the
holders of the Notes, releasing the Collateral as set forth in the Prospectus
and Security Agreement. In connection with any such release of Collateral, the
Trustee shall execute a release of the security interest on the Released
Collateral in recordable form which the Company may record in the Public
Records;

(2) To perform its obligations under paragraph 6 hereof in the
Event of Default in the payment of principal and interest on the Notes; and

(3) To execute and deliver to the Company the Satisfactions
of Security Documents provided for in this paragraph and in paragraph 4 hereof.

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b. In the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely on the certificates and affidavit delivered to the
Trustee by the Company under the terms of paragraph 4 hereof. The Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the holders of not less than a
majority in principal amount of the Notes relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture.

c. No provision of this Indenture shall require the Trustee to
expend or risk his own funds or otherwise incur personal financial liability in
the performance of any of his duties hereunder or in the exercising of any of
his rights or powers, if there is a reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to him.

d. The Trustee may rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, Note, or other paper or document believed by
him to be genuine and to have been signed or presented by the proper party or
parties.

e. The Trustee may consult with his counsel, and any opinion of
counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in
accordance with such opinion of counsel.

f. The Trustee shall be under no duty or obligation to exercise any
of the rights or powers vested in him by this Indenture at the request, order,
or direction of any of the holders of the Notes, pursuant to this Indenture,
unless such holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
thereon or thereby. Nothing herein contained shall, however, relieve the Trustee
of the obligations, upon the occurrence of an Event of Default (which has not
been cured or waived) to give notice to the holders of the Notes as provided for
in paragraph 6(g) hereof.

g. The Trustee shall not be liable for any action taken, suffered
or omitted by him in good faith and believed by him to be authorized or within
the discretion or rights or powers conferred upon him by this Indenture.

h. The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, Note, or other paper or document, unless requested to do so by not
less than a majority in the aggregate principal amount of the Notes than
outstanding; provided, that if the payment in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee, the
Trustee may require payment or assurance and indemnity against such expenses
or liabilities as a condition to such proceedings.

i. The Trustee may execute any of the Trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Trustee shall not be

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<PAGE> 3

responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care.

j. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, the Notes or the Lien.

4. Covenants of the Company.

a. The Company covenants to duly and punctually pay all
principal and accrued interest on the Notes as due under the terms of
the Notes. Simultaneously with the mailing of monthly interest payments, the
Company shall deliver to the Trustee a list of its checks payable to the Note
Holders together with its affidavit as evidence of the making of such payments.
The same procedure shall be followed with respect to the payment of the
principal on the Notes. Upon the receipt by the Trustee of copies of cancelled
checks drawn on the Company's account payable to the Note Holders in the amount
of less than the total principal due on any of the Notes and an affidavit of the
Company that any such Notes have been so paid, the Trustee shall execute and
deliver to the Company a partial satisfaction of the Security Documents in
recordable form which the Company may record in the Public Records. Upon such
delivery to the Trustee of copies of cancelled checks drawn on the Company
account payable to the holders of the Notes then outstanding in the aggregate
amount of the outstanding principal due on all of the Notes then outstanding
accompanied by an affidavit of the Company that all Notes have been paid in full
(together with all accrued interest), the Trustee shall deliver to the Company a
full satisfaction of the Security Documents and the Trustee and the Company
shall be relieved of all further obligations hereunder.

b. The Company shall also keep an accurate list of the names and
addresses of all Note Holders and shall deliver a copy of same to the Trustee
and to any Note Holder upon request.

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

a. the Company receives written notice from a Trustee 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 Company receives written notice from a Trustee 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 Company fails to comply with any of its other agreements
in the Notes, this Agreement or the Security Agreement and the default
continues for the period and after the notice specified below;

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

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(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:

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

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

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

A default hereunder is not an Event of Default until the Trustee
holding at least a majority in principal amount of the Notes notifies
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."

6. Remedies.

a. If an Event of Default occurs and is continuing either:
(a) the Trustee, by written notice to the Company or (b) the holders of
at least 25% in principal amount of the Notes, 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. 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 Company and if the
rescission would not conflict with any judgment or decree.

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<PAGE> 5

Subject to the provisions of the preceding paragraph, if an
Event of Default occurs and is continuing, the Trustee 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 holders of a majority in
principal amount of the Notes by notice to the Trustee 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,
the Trustee is required to proceed against and liquidate all Collateral before
looking to any other assets of the Company.

b. At any time after an election under paragraph 6(a) to declare
the Notes due and payable, the Trustee may institute any action or proceeding at
law or in equity (including the foreclosure of the Security Documents) for the
collection of sums due and unpaid and may prosecute any such action or
proceeding to judgment or final decree, and may enforce such judgment or final
decree against the Company.

c. All rights of action under this Indenture or under any of the
Notes may be enforced by the Trustee without the possession of any of the Notes,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as Trustee of an express trust, and any recovery of judgment shall be
for the ratable benefit of the holders of the Notes.

d. Any and all monies collected by the Trustee pursuant to
this paragraph 6 shall be applied in the following order:

(1) To the payment of all costs and expenses of collection
and all Trustee's fees.

(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.

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

e. All powers and remedies given by this paragraph 6 to the
Trustee or to the Note Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available
to the Trustee or the holders of the Notes by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and

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<PAGE> 6

agreements contained in this Indenture, and no delay or omission of the
Trustee or of any holder of any of the Notes to exercise any right or power
accruing upon any default occurring and continuing as aforesaid, shall impair
any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein.

f. The holders of a majority in aggregate principal amount of the
Notes at the time outstanding shall have the right to direct the time, method
and pace of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided, however,
that the Trustee shall have the right to decline to follow any such direction if
the Trustee, having been advised by counsel, shall determine that the action so
directed may not be lawfully taken if it is determined that the action so
directed would be unduly prejudicial to the Note holders not taking part in such
direction.

g. The Trustee shall, within thirty (30) days after he receives
notice of the occurrence of an Event of Default, mail to the Note Holders, as
the names and addresses of such holders appear upon the books of the Company,
notice of each Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured before the giving of such notice.

7. Payment of Trustee. The Trustee agrees to provide the services as
Trustee hereunder for a fee of $500 per year plus reimbursement of all actual
expenses. In addition, upon the occurrence of an Event of Default under this
Agreement or the Security Documents, the Trustee shall receive a fee of $75 per
hour for time incurred in rendering his duties hereunder.

8. Indemnification. The Company covenants and agrees to indemnify the
Trustee for, and to hold him harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee, arising out
of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending himself against any claim of
liability relating thereto.

9. Resignation and Removal of Trustee.

a. The resignation and removal of Trustee shall be governed by
the provisions of this paragraph 9.

b. The Trustee, or any trustee or trustees hereafter appointed may
at any time resign by giving written notice of such resignation to the
Company and by mailing notice thereof to the holders of the Notes at their
addresses as they shall appear on the books of the Company. Upon receiving such
notice of resignation the Company shall promptly appoint a successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within thirty (30) days after the mailing of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Note Holder may, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

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c. In case at any time the Trustee shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of his property shall be appointed, or any public officer shall take
change or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, the Company may remove the
Trustee and appoint a successor trustee or, may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such Court
may thereupon after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

d. The holders of a majority in aggregate principal amount of the
Notes at the time outstanding may at any time remove the Trustee and appoint a
successor trustee.

e. Any resignation or any removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
section shall become effective upon acceptance of appointment by the successor
trustee as provided in paragraph 9 (e) hereof.

f. Any successor trustee appointed under this paragraph 9, shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, (except for
an assignment of the Security Documents executed in recordable form) shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the Trustee ceasing to act shall, upon payment of any amount
then due it hereunder. execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the Trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon the property described in Exhibit "B"
hereto to secure any amounts then due it hereunder.

Upon acceptance of appointment by a successor trustee, the
Company shall mail notice of the succession of such trustee hereunder to the
holders of Notes at their addresses as they shall appear on the registration
books of the Company. If the Company fails to mail such notice within ten (10)
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.

10. Concerning the 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

7
<PAGE> 8

number of instruments of similar tenor executed by Note Holders in
person or by agent or proxy appointed in writing.

11. Miscellaneous Provisions.

a. All of the covenants, stipulations, promises and agreements
contained herein by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

b. Nothing in this Indenture or in the Notes, express or implied,
shall give or be construed to give any person, firm or corporation, other than
the parties hereto and the Note Holders, any legal or equitable right remedy or
claim under or in respect of the Indenture, or any covenant, condition or
provision herein contained and all its covenants, conditions and provisions
shall be for the sole benefit of the parties hereto and of the Note Holders.

c. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
the Notes on the Company shall be deemed to have been sufficiently given or
served, for all purposes, if given or served on the Company at the address filed
by the Company with the Trustee. Any notice, direction, request or demand by any
Note Holder to or on the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made at the post office address of the
Trustee.

d. This Indenture and each Note shall be deemed to be a contract
made under the laws of the State of Florida, and for all purposes shall be
construed in accordance with the laws of such state.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first above written.

STERLING FINANCIAL SERVICES OF

FLORIDA - I, INC., a Florida corporation

By:______________________________________
Anthony A. Sutter, President

_________________________________________
Stanton K. Shultz, Trustee

<PAGE> 1

EXHIBIT 10.1

SERVICING AGREEMENT

THIS AGREEMENT is made as of the 1st day of January, 1997, by and
between STERLING FINANCIAL SERVICES, INC., a Florida corporation (the "Servicing
Company") and STERLING FINANCIAL SERVICES OF FLORIDA - I, INC., a Florida
corporation ("Sterling").

RECITALS:

WHEREAS, Sterling is engaged in the business of providing financial
services to the sub- prime mobile home industry, including, among other things,
originating and refinancing for its own account retail mobile home installment
sale contracts (the "Contracts") created in connection with the financing of
primarily used as well as some new mobile homes (the "Homes");

WHEREAS, the Servicing Company is engaged in the business of, among
other things, originating and servicing loans and accounts; and

WHEREAS, Sterling desires to retain the Servicing Company to provide
all services in connection with Contract origination and servicing (the
"Services"), and the Servicing Company agrees to provide such Services in
accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. DUTIES AND SERVICES. Sterling hereby retains the Servicing
Company and the Servicing Company hereby agrees to render the Services
upon the terms and conditions hereinafter set forth:

a. The Servicing Company hereby agrees to provide to
Sterling the Services set forth on Schedule A attached hereto.

b. The Servicing Company agrees to operate within the
guidelines established by Sterling from time to time.

c. No funds of Sterling shall be deposited or kept in
any account commingled with funds of the Servicing Company or any other
person or entity.

2. RIGHTS. Nothing herein shall grant any direct or indirect
ownership rights to any aspect of the Services to the Servicing Company.

3. TERM. The initial term of this Agreement shall be January
1, 1997, through June 30, 2002 (the "Term"). This Agreement shall be
extended thereafter in the sole and absolute

1
<PAGE> 2

discretion of Sterling, upon such terms and conditions as shall be
mutually agreed. Either Sterling or the Servicing Company may voluntarily elect
to terminate this Agreement without cause, for any reason; provided that the
terminating party must deliver to the other party written notice of such
intention to terminate not less than fifteen (15) days prior to the date of such
termination.

4. COMPENSATION. So long as the Servicing Company is in full
compliance with all terms and conditions of this Agreement, Sterling
will pay the Servicing Company for services hereunder, as follows:

a. Sterling will pay the Servicing Company an amount equal to
all cash expenses of the Servicing Company computed on an accrual basis ("Actual
Cost") plus twenty percent (20%) of Actual Cost for services rendered. If the
Servicing Company provides similar services to future Affiliated Entities,
Sterling will pay the Servicing Company as follows: (i) any acquisition or
disposition of cash expenditures, such as attorneys' fees and court costs, will
be paid by the entity which owns the Contract to which such expenses relate (the
"Direct Expenses"); and (ii) an amount equal to Actual Cost less Direct Expenses
will be paid directly by each entity based upon the ratio of the total number of
Contracts held by each entity to the total number of Contracts held by all
entities.

b. Sterling shall reimburse the Servicing Company for
reasonable travel expenses actually incurred by the Servicing Company in the
furtherance of Sterling's business, provided said expenses have been approved in
advance by Sterling and proper itemization of said expenses is furnished to
Sterling by the Servicing Company. All such expenditures shall be subject to the
reasonable control of Sterling.

5. RELATIONSHIP. The Servicing Company is an independent contractor
with respect to this Agreement. This Agreement is not intended to, and shall not
be construed to, create a joint venture or partnership between the said parties
or constitute either of them as agents of the other. Except as otherwise
expressed and provided for in this Agreement or otherwise expressly agreed in
writing by the parties, neither party shall have any power or authority to bind
or commit the other party. The Servicing Company assumes full responsibility for
the actions of any of its employees, officers, directors, independent
contractors or agents including negligence, malfeasance, nonfeasance or other
misconduct by such persons or entities. The Servicing Company shall pay timely
and in full all taxes, federal, state, or local, due in connection with any
compensation payable hereunder.

6. AUTHORITY. Each party represents and warrants that it has the
full right, power and authority to enter into this Agreement on the
terms and conditions hereof and that the parties executing this Agreement on
behalf of each party have been duly authorized to do so.

7. INDEMNIFICATION. The Servicing Company agrees to indemnify, defend
and hold Sterling harmless from any liabilities, claims, losses, damages,
demands or expenses, including reasonable attorneys' fees, that may be made by
anyone due to a breach of any representation, warranty or agreement of the
Servicing Company contained in or made pursuant to this

2
<PAGE> 3

Agreement. Sterling agrees to indemnify, defend and hold the Servicing
Company harmless from any liabilities, claims, losses, damages, demands or
expenses, including reasonable attorneys' fees, that may be made by anyone due
to a breach of any representation, warranty or agreement of Sterling contained
in or made pursuant to this Agreement.

8. NOTICES. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be deemed to have been
delivered on the date personally delivered or the date mailed, postage prepaid
by certified mail, return receipt requested, or faxed and confirmed, if
addressed to the respective parties as follows:

If to the Servicing Company: Sterling Financial Services, Inc.
12406 North Florida Avenue
Tampa, FL 33612

If to Sterling: Sterling Financial Services of Florida- I, Inc.
12406 North Florida Avenue
Tampa, FL 33612

Either party may change its address for the purpose of receiving notices,
demands and other communications by giving written notice to the other party of
the change.

9. SUCCESSORS AND ASSIGNS. All of the terms and conditions of this
Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns. Neither party may assign
this Agreement without the prior written consent of the other.

10. NO WAIVER. The failure of either party to object to a breach of any
term or condition of this Agreement shall not be deemed a waiver of any right or
remedy the non-breaching party may have arising out of the breach, nor shall it
be deemed a waiver of its right to subsequently enforce the term or condition.
Each remedy under this Agreement is cumulative and shall be in addition to all
other rights or remedies existing in this Agreement or in law, equity or
bankruptcy.

11. SEVERABILITY. If any clause of this Agreement is determined to
be invalid or unenforceable, the validity or enforceability of any other
provisions hereof will not be affected thereby.

12. NUMBER AND GENDER. In this Agreement whenever the context so
requires, the masculine gender includes the feminine and/or neuter, and
vice versa, and the singular number includes the plural.

13. COUNTERPARTS. This Agreement may be executed in counterparts, and
any number of counterparts signed in the aggregate by the parties hereto
shall constitute but one single original Agreement.

3
<PAGE> 4

14. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT AND ALL PAST, PRESENT AND FUTURE AGREEMENTS
INVOLVING THE PARTIES. THIS WAIVER OF TRIAL BY JURY PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

15. COMPLIANCE WITH LAWS. The Servicing Company will comply with all
federal and state laws, rules and regulations relating to any of its
responsibilities and duties with Sterling and will not violate any such laws,
rules and regulations.

16. VOLUNTARY AGREEMENT. The Servicing Company represents that it
has not been pressured, misled or induced to enter this Agreement based
upon any representation by Sterling not contained herein.

17. PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of
the terms and conditions of this Agreement are intended to survive the term of
this Agreement. Therefore, any terms and conditions that are intended by the
nature of the promises or representations to survive the term of this Agreement
shall survive the term of this Agreement regardless of whether such provision is
expressly stated as so surviving.

18. MERGER. This Agreement represents the entire Agreement between the
parties and shall not be subject to modification or amendment by any oral
representation, or any written statement by either party, except for a dated
written amendment to this Agreement signed by an authorized officer of the
Servicing Company and an authorized officer of Sterling.

19. VENUE AND APPLICABLE LAW. This Agreement shall be enforced and
construed in accordance with the laws of the State of Florida, and venue
for any action or arbitration under this Agreement shall be Hillsborough County,
Florida.

20. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

21. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement or any provision thereof shall be settled by binding arbitration
in a manner agreed upon by the parties, or if not otherwise agreed upon, then in
accordance with the rules of the American Arbitration Association in effect at
that time. Judgment upon the award so rendered may be entered in any court
having competent jurisdiction thereover. The costs of the arbitration shall be
borne by the non-prevailing party, including the cost of experts, evidence and
legal counsel (and all employees and assistants) of the prevailing party.

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<PAGE> 5

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

"Servicing Company"

STERLING FINANCIAL SERVICES, INC.,
a Florida corporation

By:_______________________________________
Anthony A. Sutter
President

"Sterling"

STERLING FINANCIAL SERVICES OF
FLORIDA - I, INC., a Florida corporation

By:_______________________________________
Anthony A. Sutter
President

5
<PAGE> 6

SCHEDULE A

ORIGINATION

The Corporation will contact Park owners and Dealers directly or by
telephone or mailing to advise them of Sterling's program for Contract
origination. The Corporation has no quantitative standards in selecting
prospective Park operators or Dealers. It is not anticipated that Sterling will
be dependent upon one or a few Park owners or Dealers for Contract purchases. In
addition, Sterling may use print advertising directed at individual borrowers.
It is anticipated that a Park owner, Dealer or potential borrower will contact
Sterling regarding the availability of financing, and Sterling will make a
credit application available to the borrower.

When the credit application from the borrower is received, an
investigator will review the application and obtains the applicant's credit
bureau and other information.

Contract origination guidelines include the following minimum
acceptable criteria:

- Employment history - at least six months on the job;

- Income - depends on the amount of the loan and the debt to
income ratio (see below) of the borrower;

- Time at residence - at least one year at current residence;

- Debt to income ratio - personal debt cannot exceed 50% of the
borrower's net income;

- Bankruptcy - all debts must have been fully discharged at least
one year prior to application for the loan;

- Repossessions - must have occurred at least one year prior to
application for the loan;

- Liens/judgments - will be decided on a case-by-case basis,
depending on the type of lien or judgment, the amount involved and
the age thereof;

- Co-buyers and co-signers - will also be subject to the minimum
acceptable criteria set forth above.

A-1

<PAGE> 7

In addition, the Corporation will not finance more than 130% of
National Automobile Dealers Association (NADA) manufactured home book retail
value. It will not finance mobile homes manufactured before 1980. Contracts
under $10,000 will have no more than a 10-year term, and Contracts between
$10,000 and $25,000 will not have more than a 15-year term. The Corporation will
not finance amounts in excess of $25,000. See "Business - Regulation".

Prior to closing the funding, Sterling reviews the financing to
determine the following: (i) all required documentation has been included, (ii)
the math is correct, (iii) the regulatory requirements have been satisfied, (iv)
the amount financed does not exceed the maximum loan allowed, and (v) any
conditions imposed have been satisfied. The Corporation will contact the
insurance carrier to confirm insurance.

SERVICING

Billing. The Servicing Company generates bi-monthly statements which
are sent to the borrower.

Collections. Sterling has established certain collection guidelines,
which guidelines will not necessarily be followed in all cases and which are
subject to modification at any time.

Repossessions and Resale Department. Either the borrower voluntarily
agrees to vacate the Home, or an attorney is contacted by Sterling to effect an
involuntary repossession. All costs
associated with the repossession are an obligation of the borrower. To effect an
involuntary repossession, in general, the borrower is first given written notice
of intent to repossess, and a period of time, generally five days, to cure all
defaults. If the defaults are not cured within said

A-2
<PAGE> 8

time period, a complaint is filed and a judgment obtained. After the
judgment is obtained, a writ of possession is obtained and given to the
appropriate law enforcement agencies, who evict the borrower from the Home. The
Home will be renovated as necessary and sold in its then current location, if
possible, or moved to a Dealer's lot or another Park for resale.

A-3

<PAGE> 1

EXHIBIT 10.2

<TABLE>
<S> <C>
STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
CREDIT APPLICATION

-------------------------------------------------------------------------
TO BE COMPLETED BY DEALER
-------------------------------------------------------------------------
DEALER PHONE (INCLUDE AREA CODE) SALESPERSON CONTACT
-------------------------------------------------------------------------
LOCATION DATE TIME
-------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
APPLICANT CO-APPLICANT
- ------------------------------------------------------------------------------------------------------------------------------------
NAME BIRTHDATE NAME BIRTHDATE
- ------------------------------------------------------------------------------------------------------------------------------------
SOCIAL SECURITY NO. __MARRIED __UNMARRIED SOCIAL SECURITY NO. __MARRIED __UNMARRIED
__SEPARATED __SEPARATED
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF DEPENDENT NUMBER OF DEPENDENT
CHILDREN AGES: ___ ___ ___ ___ ___ CHILDREN AGES: ___ ___ ___ ___ ___
- ------------------------------------------------------------------------------------------------------------------------------------
PRESENT STREET ADDRESS PRESENT STREET ADDRESS

- ------------------------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP HOME PHONE CITY, STATE, ZIP HOME PHONE

- ------------------------------------------------------------------------------------------------------------------------------------
HOW LONG AT PRESENT ___ HOME OWNER MONTHLY HOW LONG AT PRESENT ___ HOME OWNER MONTHLY
ADDRESS ___ RENTER PAYMENT ADDRESS ___ RENTER PAYMENT
___ LIVE WITH RELATIVE ___ LIVE WITH RELATIVE
____YRS. ___ MOS. ___ OTHER ____YRS. ___ MOS. ___ OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
PREVIOUS STREET ADDRESS (IF LESS THAN 2 YEARS AT PRESENT ADDRESS) PREVIOUS STREET ADDRESS (IF LESS THAN 2 YEARS AT PRESENT ADDRESS)

- ------------------------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP HOME PHONE CITY, STATE, ZIP HOME PHONE
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF NEAREST RELATIVE RELATIONSHIP NAME OF NEAREST RELATIVE RELATIONSHIP
NOT LIVING WITH YOU NOT LIVING WITH YOU
- ------------------------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP PHONE CITY, STATE, ZIP PHONE

- ------------------------------------------------------------------------------------------------------------------------------------
APPLICANT EMPLOYMENT CO-APPLICANT EMPLOYMENT
- ------------------------------------------------------------------------------------------------------------------------------------
EMPLOYER CITY, STATE EMPLOYER CITY, STATE

- ------------------------------------------------------------------------------------------------------------------------------------
PHONE NUMBER JOB TITLE HIRE DATE PHONE JOB TITLE HIRE DATE
NUMBER
- ------------------------------------------------------------------------------------------------------------------------------------
GROSS SALARY GROSS SALARY
$ PER ___ HR ___ WK ___ MO ___ YR $ PER ___ HR ___ WK ___ MO ___ YR
- ------------------------------------------------------------------------------------------------------------------------------------
PREVIOUS EMPLOYER CITY, STATE PREVIOUS EMPLOYER CITY, STATE
- ------------------------------------------------------------------------------------------------------------------------------------
PHONE NUMBER EMPLOYED (MO/YR) PHONE NUMBER EMPLOYED (MO/YR)
FROM TO FROM TO
- ------------------------------------------------------------------------------------------------------------------------------------
APPLICANT'S OTHER INCOME CO-APPLICANT'S OTHER INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: ALIMONY, CHILD SUPPORT OR SEPARATE MAINTENANCE INCOME NEED NOT BE REVEALED UNLESS YOU WANT THEM CONSIDERED AS A BASIS FOR
REPAYING THIS OBLIGATION
- ------------------------------------------------------------------------------------------------------------------------------------
SOURCE MONTHLY AMOUNT SOURCE MONTHLY AMOUNT
$ $
- ------------------------------------------------------------------------------------------------------------------------------------
APPLICANT'S CREDIT INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
CHECKING ACCOUNT WITH ACCOUNT NO. SAVINGS ACCOUNT ACCOUNT NO
WITH
- ------------------------------------------------------------------------------------------------------------------------------------
APPLICANT'S OBLIGATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
CREDITOR NAME TELEPHONE ACCOUNT NUMBER CURRENT BALANCE MONTHLY PAYMENT
- ------------------------------------------------------------------------------------------------------------------------------------
LANDLORD MORTGAGE HOLDER $ $
- ------------------------------------------------------------------------------------------------------------------------------------
LARGEST OTHER OBLIGATION $ $
- ------------------------------------------------------------------------------------------------------------------------------------
ALIMONY, CHILD SUPPORT MAINTENANCE $ $
PAYMENT
- ------------------------------------------------------------------------------------------------------------------------------------
APPLICANT APPLICANT
SIGN HERE X________________________ DATE ___________ SIGN HERE X________________________ DATE________
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE> 1

EXHIBIT 24

TIMOTHY M. HOHL COMPANY P.A.
CERTIFIED PUBLIC ACCOUNTANTS

4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICAN INSTITUTE OF CPA'S
(813)960-9803 FAX (813)960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Sterling Financial Services of Florida - I, Inc.

We hereby consent to the reference to our firm under the heading "Experts" in
the Registration Statement and to the filing of our report on the financial
statements of Sterling Financial Services of Florida - I, Inc. as of January 10,
1997.

/s/ Timothy M. Hohl Company P.A.
Timothy M. Hohl Company P.A.
March 10, 1997