Exhibit 4.5



 Exhibit 4.5 


PLEDGE AGREEMENT


        PLEDGE
AND SECURITY AGREEMENT dated as of December 21, 2000, made by DELTA FINANCIAL
CORPORATION, a Delaware corporation (the "Pledgor"), in favor of U.S.
BANK TRUST NATIONAL ASSOCIATION, as trustee and collateral agent (the
"Agent") under that certain Indenture dated as of the date hereof (the
"Indenture") among Pledgor, the parties whose names and signatures
appear on the signature pages thereto under the heading "Subsidiary
Guarantors" and the Agent. 


W I T N E S S E T H:


          WHEREAS,
it is a condition precedent to the effectiveness of the Indenture that the
Pledgor shall have executed and delivered to the Agent a pledge and security
agreement providing for the pledge to the Agent of, and the grant to the Agent
of a security interest in (i) one hundred percent (100%) by number all of the
issued and outstanding shares of capital stock of the Domestic Pledged
Subsidiaries (as defined herein) from time to time owned by the Pledgor, and
(ii) sixty-six percent (66.00%) by number all of the issued and outstanding
shares of capital stock of the Foreign Pledged Subsidiaries (as defined herein)
from time to time owned by the Pledgor; 


          WHEREAS,
the Pledgor has determined that the execution, delivery and performance of this
Agreement directly benefits, and is in the best interest of the Pledgor; 


          NOW,
THEREFORE, in consideration of the premises and the agreements herein and of
other good and valuable consideration, the Pledgor hereby agrees with the Agent
as follows: 


          SECTION
1. Definitions. As used in this Agreement, capitalized terms used herein without
definition have the meanings specified in the Indenture or if not defined in the
Indenture, then in Article 8 or Article 9 of the Uniform Commercial Code (the
"Code") currently in effect in the State of New York, and the
following terms shall have the following meanings: 


          "Governmental
Authority" shall mean any nation or government, any federal, state, city,
town, municipality, county, local or other political subdivision thereof or
thereto and any department, commission, board, bureau, instrumentality, agency
or other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government. 


          SECTION
2. Pledge and Grant of Security Interest. As collateral security for all of the
Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and
collaterally assigns to the Agent, and grants to the Agent a continuing security
interest in, the following (collectively, the "Pledged Collateral"): 


          (a)
the shares of stock, partnership interests, membership interests and all other
equity interests now or hereafter owned that are issued by any corporation,
partnership, limited liability company, trust or any other Person formed in the
United States, whether or not evidenced or represented by any stock certificate,
certificated security or any other instrument, including, without limitation,
the shares of stock, partnership interests and membership interests set forth in
Schedule I hereto (individually, a "Domestic Pledged Security" and
collectively, the "Domestic Pledged Securities") issued by Delta
Funding Corporation, a New York corporation, Fidelity Mortgage, Inc., a Delaware
corporation, and DFC Financial Corporation, a Delaware corporation, (each a
"Domestic Pledged Subsidiary" and collectively, the "Domestic
Pledged Subsidiaries"), the certificates representing the Domestic Pledged
Securities, all warrants, options and other rights, contractual or otherwise, in
respect thereof, and all dividends, interest, cash, instruments and other
property (including but not limited to, any stock dividend and any distribution
in connection with a stock split) from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Domestic Pledged Securities, including, without limitation, by way of
redemption, bonus, preference, option rights or otherwise; 


          (b)
(i) all additional shares of stock, partnership interests, membership interests
and all other equity interests from time to time acquired of any Domestic
Pledged Subsidiary, (ii) the certificates representing such additional shares,
partnership interests, membership interests or other equity interests, as the
case may be, and (iii) all options and other rights, contractual or otherwise,
in respect thereof and all dividends, distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such additional shares; 


          (c)
the shares of stock, partnership interests, membership interests and all other
equity interests ("Foreign Pledged Securities") now or hereafter owned
that are issued by any corporation, partnership, limited liability company,
trust or any other Person formed in any jurisdiction other than within the
United States (each, a "Foreign Pledged Subsidiary" and collectively,
the "Foreign Pledged Subsidiaries"), to the extent such securities and
interests would not cause the total securities pledged to exceed sixty-six
percent (66.00%) of the aggregate securities or interests owned by the Pledgor,
whether or not evidenced or represented by any stock certificate, certificated
security or any other instrument, the certificates representing the Foreign
Pledged Securities, all warrants, options and other rights, contractual or
otherwise, in respect thereof, and all dividends, interest, cash, instruments
and other property (including but not limited to, any stock dividend and any
distribution in connection with a stock split) from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Foreign Pledged Securities, including, without limitation, by way of
redemption, bonus, preference, option rights or otherwise; and 


          (d)
all proceeds of any and all of the foregoing;


in each case, whether now owned or hereafter acquired by the
Pledgor and howsoever its respective interest therein may arise or appear
(whether by ownership, security interest, claim or otherwise). 


          SECTION
3. Security for Obligations. The security interest created hereby in the Pledged
Collateral constitutes continuing collateral security for all of the following
obligations whether now existing or hereafter incurred (collectively, the
"Obligations"): 


          (a)
the due and punctual payment of the principal and premium, if any, of, and
interest on, the Senior Notes when and as the same shall be due and payable, by
acceleration, repurchase, redemption or otherwise, interest on the overdue
principal of and interest (to the extent permitted by law), if any, on the
Senior Notes and under the Indenture (including, without limitation, all
interest that accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of the Pledgor); 


          (b)
the due performance and observance by the Pledgor of all of its other
obligations from time to time existing in respect of the Indenture, the Senior
Notes, the Collateral Agreements and the Related Agreements; and 


          (c)
all fees, costs, charges and expenses paid or incurred by the Agent in
connection with the creation, protection and preservation or enforcement of its
rights under any of the Indenture, the Senior Notes, the Subsidiary Guarantees,
the Collateral Agreements and the Related Agreements, on a full indemnity basis. 


          
SECTION 4. Delivery of the Pledged Collateral.


          (a)
All certificates evidencing shares of stock, partnership interests, member
interests and all other equity interests currently representing Domestic Pledged
Securities or the Foreign Pledged Securities (collectively, the "Pledged
Securities") shall be delivered to the Agent, together with any necessary
endorsement and/or appropriate stock transfer form duly executed in blank with
respect to such Pledged Securities, on or prior to the execution and delivery of
this Agreement. All certificates evidencing shares of stock, partnership
interests, member interests and all other equity interests constituting the
Pledged Securities hereafter owned by the Pledgor from time to time are hereby
pledged to the Agent pursuant to the terms of this Agreement (the
"Additional Collateral") shall be delivered to the Agent within ten
(10) Business Days of receipt thereof by or on behalf of the Pledgor. All such
certificated shares of stock, partnership interests, member interests and all
other equity interest evidencing the Pledged Securities held by or on behalf of
the Agent pursuant hereto shall be delivered in suitable form for transfer by
delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the
Agent. Within ten (10) Business Days of the receipt by the Pledgor of any
Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in
substantially the form of Schedule II hereto (a "Pledge Amendment")
shall be delivered to the Agent, in respect of the Additional Collateral which
are to be pledged pursuant to this Agreement. Each Pledge Amendment shall be
deemed (i) to amend Schedule I to this Agreement in case the Additional
Collateral consists of Domestic Pledged Securities and (ii) to constitute a
separate schedule to this Agreement in case the Additional Collateral consists
of Foreign Pledged Securities; in either case the absence of any Pledge
Amendment shall not in any way effect the validity of the pledge of the Pledged
Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the
Agent to attach each Pledge Amendment to this Agreement and agrees that all
certificates or instruments listed on any Pledge Amendment delivered to the
Agent shall for all purposes hereunder constitute Pledged Collateral and the
Pledgor shall be deemed upon delivery thereof to have made the representations
and warranties set forth in Section 5 with respect to such Additional
Collateral. 


          (b)
If the Pledgor shall receive, by virtue of its being or having been an owner of
any Pledged Collateral, any (i) stock certificate (including, without
limitation, any certificate representing a stock dividend or distribution in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off) or other instrument, (ii) option or right, whether as an addition to,
substitution for, or in exchange for, any Pledged Collateral, or otherwise,
(iii) dividends payable in cash (except such dividends permitted to be
retained by the Pledgor pursuant to Section 7 hereof) or in securities or other
property, or (iv) dividends or other distributions in connection with a partial
or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in surplus, the Pledgor shall receive such
stock certificate, promissory note, instrument, option, right, payment or
distribution in trust for the benefit of the Agent, shall segregate it from the
Pledgor's other property and shall deliver it forthwith to the Agent in the
exact form received, with any necessary endorsement and/or appropriate stock
powers or stock transfer forms duly executed in blank, to be held by the Agent
as Pledged Collateral and as further collateral security for the Obligations. 


          
SECTION 5. Representations and Warranties. The Pledgor represents and warrants
as follows:


          (a)
The Pledged Securities have been duly authorized and validly issued, are fully
paid and nonassessable and constitute the percentage by number of the capital
stock of each Pledged Subsidiary as set forth in Schedule I as of the date
hereof. The Pledgor is the beneficial and record owner of the percentage by
number of the Pledged Securities as set forth in Schedule I hereto as of the
date hereof. Except for the Pledged Securities set forth on Schedule I hereto,
the Pledgor does not own, beneficially or of record, any equity securities of
any Subsidiary that the Pledgor is permitted to pledge under the terms of such
Subsidiary's organizational documents or other contracts. All other shares
of stock constituting Pledged Collateral will be, when issued, duly authorized
and validly issued, fully paid and nonassessable. As of the date hereof, the
Pledgor does not own, beneficially or of record, any Foreign Pledged Securities. 


          (b)
It is and will be at all times the legal and beneficial owner of the Pledged
Collateral free and clear of any Lien, security interest, option or other charge
or encumbrance except for the security interest created by this Agreement. 


          (c)
The exercise by the Agent of any of its rights and remedies hereunder will not
contravene any law or any material contractual restriction binding on or
affecting it or any of its properties, and will not result in or require the
creation of any Lien, security interest or other charge or encumbrance upon or
with respect to any of its properties other than pursuant to this Agreement or
other Collateral Agreements. 


          (d)
No authorization or approval or other action by, and no notice to or filing
with, any Governmental Authority is required to be obtained or made by it for
(i) the due execution, delivery and performance of this Agreement,
(ii) the grant, or the perfection, of the security interest purported to be
created hereby in the Pledged Collateral, or (iii) the exercise by the
Agent of its rights and remedies hereunder, except as may be required in
connection with any sale of any Pledged Collateral by laws affecting the
offering and sale of securities generally. 


          (e)
This Agreement creates a valid security interest in favor of the Agent in the
Pledged Collateral, as security for the Obligations; provided, however, that the
Agent has not required perfection to the extent that perfection would be
required under the laws of a country or jurisdiction other than the United
States of America. The possession by the Agent (or its custodian, nominee or
other designee) of the certificates evidencing shares of stock, partnership
interests, member interests and all other equity interests constituting the
Pledged Securities, and all other certificates evidencing shares of stock,
partnership interests, member interests and all other equity interests
constituting the Pledged Securities from time to time, and the filing under the
Code of the financing statement(s) in the offices described in Schedule III
hereto result in the perfection of such security interest in any instruments and
certificated securities constituting Pledged Collateral. If any Pledged
Collateral consists of uncertificated securities, unless the immediately
succeeding sentence is applicable thereto, the Agent's security interest
therein will be perfected when the Agent (or its custodian, nominee or other
designee ) becomes the registered holder thereof, or upon the agreement of each
issuer that it will comply with instructions originated by the Agent with
respect to such securities without further consent by the Pledgor. If any
Pledged Collateral consists of security entitlements, the Agent's security
interest therein will be perfected upon the filing of appropriate UCC-1
Financing Statements, signed by the Pledgor, or upon the agreement of any
applicable securities intermediary to comply with entitlement orders by the
Agent without further consent by the Pledgor. Such security interest is, or in
the case of Pledged Collateral in which the Pledgor obtains rights after the
date hereof, will be, a perfected, first priority security interest. All action
necessary to perfect and protect such security interest has been duly taken,
except for the Agent's (or the Agent's custodian, nominee or other
designee ) having possession of the certificated shares of stock, partnership
interests, member interests and all other equity interests constituting the
Additional Collateral, after the date hereof and obtaining control of
uncertificated securities and securities entitlements constituting Additional
Collateral after the date hereof. 


          (f)
There is no pending or, to the best of its knowledge, threatened action, suit,
proceeding or claim before any court or other Governmental Authority or any
arbitrator, or any order, judgment or award by any court or other Governmental
Authority or arbitrator, that may adversely affect the grant or the perfection
of the security interest purported to be created hereby in the Pledged
Collateral, or the exercise by the Agent of any of its rights or remedies
hereunder. 


          SECTION
6. Covenants as to the Pledged Collateral. So long as any Obligations shall
remain outstanding, the Pledgor will, unless the Agent shall otherwise consent
in writing: 


          (a)
keep adequate records concerning the Pledged Collateral and permit the Agent or
any agents or representatives thereof at any time or from time to time to
examine and make copies of and abstracts from such records;


          (b)
at its expense, upon the request of the Agent, promptly deliver to the Agent a
copy of each material notice or other communication received by it in respect of
the Pledged Collateral; 


          (c)
at its expense, defend the Agent's right, title and security interest in and to
the Pledged Collateral against the claims of any Person;


          (d)
at its expense, at any time and from time to time, promptly execute and deliver
all further instruments and documents and take all further action that may be
necessary or that the Agent may reasonably request in order to (i) perfect and
protect the security interest purported to be created hereby, (ii) enable
the Agent to exercise and enforce its rights and remedies hereunder in respect
of the Pledged Collateral, or (iii) otherwise effect the purposes of this
Agreement, including, without limitation, delivering to the Agent, after the
occurrence and during the continuation of an Event of Default irrevocable
proxies in respect of the Pledged Collateral; 


          (e)
not sell, assign (by operation of law or otherwise), exchange or otherwise
dispose of any Pledged Collateral or any interest therein except as permitted by
Section 7(a)(i) hereof;


          (f)
not create or suffer to exist any Lien, security interest or other charge or
encumbrance upon or with respect to any Pledged Collateral except for the
security interest created hereby; 


          (g)
not make or consent to any amendment or other modification or waiver with
respect to any Pledged Collateral or enter into any agreement or permit to exist
any restriction with respect to any Pledged Collateral other than pursuant to
the Collateral Agreements and applicable securities laws; 


          (h)
not permit the issuance of (i) any additional shares of any class of capital
stock of a Pledged Subsidiary, (ii) any securities convertible voluntarily by
the holder thereof or automatically upon the occurrence or non-occurrence of any
event or condition into, or exchangeable for, any such shares of capital stock,
or (iii) any warrants, options, contracts or other commitments entitling any
Person to purchase or otherwise acquire any such shares of capital stock; and 


          (i)
not take or fail to take any action which would in any manner impair the
enforceability of the Agent's security interest in any Pledged Collateral. 


          
SECTION 7. Voting Rights, Dividends, Etc. in Respect of the Pledged Collateral.


          (a)
So long as no Event of Default shall have occurred and be continuing:


          
          (i) the Pledgor may
exercise any and all voting and other consensual rights pertaining to any
Pledged Collateral for any purpose not inconsistent with the terms of this
Agreement, the Indenture, the Senior Notes or the other Collateral
Agreements;


          
          (ii) the Pledgor may
receive and retain any and all dividends, interest or other amounts paid in
respect of the Pledged Collateral; provided, however, that any and
all (A) dividends and interest paid or payable other than in cash in respect of,
and instruments and other property received, receivable or otherwise distributed
in respect of or in exchange for, any Pledged Collateral, (B) dividends and
other distributions paid or payable in cash in respect of any Pledged Collateral
in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in surplus, and
(C) cash paid, payable or otherwise distributed in redemption of, or in exchange
for, any Pledged Collateral, shall be, and shall forthwith be delivered to the
Agent to hold as, Pledged Collateral or be applied to the Obligations at the
direction of the Pledgor, and shall, if received by the Pledgor, be received in
trust for the benefit of the Agent, shall be segregated from the other property
or funds of the Pledgor, and shall be forthwith delivered to the Agent in the
exact form received with any necessary endorsement and/or appropriate stock
powers duly executed in blank, to be held by the Agent as Pledged Collateral and
as further collateral security for the Obligations; and


          
          (iii) the Agent will
execute and deliver (or cause to be executed and delivered) to the Pledgor all
such proxies and other instruments as the Pledgor may reasonably request in
writing for the purpose of enabling the Pledgor to exercise the voting and other
rights which it is entitled to exercise pursuant to paragraph (i) of this
Section 7(a) and to receive the dividends which it is authorized to receive and
retain pursuant to paragraph (ii) of this Section 7(a).


          (b)
Upon the occurrence and during the continuance of an Event of
Default:


          
          (i) all rights of
the Pledgor to exercise the voting and other consensual rights which it would
otherwise be entitled to exercise pursuant to paragraph (i) of subsection (a) of
this Section 7, and to receive the dividends and interest payments which it
would otherwise be authorized to receive and retain pursuant to paragraph (ii)
of subsection (a) of this Section 7, shall cease, and all such rights shall
thereupon become vested in the Agent which shall thereupon have the sole right
to exercise such voting and other consensual rights and to receive and hold as
Pledged Collateral such dividends and interest payments;


          
          (ii) without
limiting the generality of the foregoing, the Agent may at its option exercise
any and all rights of conversion, exchange, subscription or any other rights,
privileges or options pertaining to any of the Pledged Collateral as if it were
the absolute owner thereof, including, without limitation, the right to
exchange, in its discretion, any and all of the Pledged Collateral upon the
merger, consolidation, reorganization, recapitalization or other adjustment of a
Pledged Subsidiary, or upon the exercise by a Pledged Subsidiary of any right,
privilege or option pertaining to any Pledged Collateral, and, in connection
therewith, to deposit and deliver any and all of the Pledged Collateral with any
committee, depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may determine; and


          
          (iii) all dividends
and interest payments which are received by the Pledgor contrary to the
provisions of paragraph (i) of this Section 7(b) shall be received in trust for
the benefit of the Agent, shall be segregated from other funds of the Pledgor,
and shall be forthwith paid over to the Agent as Pledged Collateral in the exact
form received with any necessary endorsement and/or appropriate stock powers
duly executed in blank, to be held by the Agent as Pledged Collateral and as
further collateral security for the Obligations.


          
SECTION 8. Additional Provisions Concerning the Pledged Collateral.


          (a)
The Pledgor hereby authorizes the Agent to file, without the signature of the
Pledgor where permitted by law, one or more financing or continuation
statements, and amendments thereto, relating to the Pledged Collateral. 


          (b)
The Pledgor hereby irrevocably appoints the Agent the Pledgor's
attorney-in-fact and proxy, with full authority in the place and stead of the
Pledgor and in the name of the Pledgor or otherwise, from time to time in the
Agent's discretion exercised reasonably and during the continuance of an
Event of Default, to take any action and to execute any instrument which the
Agent may deem necessary or reasonably advisable to accomplish the purposes of
this Agreement (subject to the rights of the Pledgor under Section 7(a) hereof),
including, without limitation, to receive, indorse and collect all instruments
made payable to the Pledgor representing any dividend, interest payment or other
distribution in respect of any Pledged Collateral and to give full discharge for
the same. 


          (c)
During the occurrence and continuance of an Event of Default, if the Pledgor
fails to perform any agreement or obligation contained herein, the Agent itself
may perform, or cause performance of, such agreement or obligation, and the
expenses of the Agent incurred in connection therewith shall be payable by the
Pledgor (such obligation being joint and several in nature) pursuant to Section
10 hereof. 


          (d)
Other than the exercise of reasonable care to assure the safe custody of the
Pledged Collateral while held hereunder, the Agent shall have no duty or
liability to preserve rights pertaining thereto and shall be relieved of all
responsibility for the Pledged Collateral upon surrendering it or tendering
surrender of it to the Pledgor. The Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially equal
to that which the Agent accords its own property, it being understood that the
Agent shall not have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders, or other matters
relating to any Pledged Collateral, whether or not the Agent has or is deemed to
have knowledge of such matters, or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Pledged Collateral. 


          (e)
The Agent may at any time after the occurrence and during the continuation of an
Event of Default in its discretion (i) without notice to the Pledgor, transfer
or register in the name of the Agent or any of its nominees any or all of the
Pledged Collateral, subject only to the revocable rights of the Pledgor under
Section 7(a) hereof, and (ii) exchange certificates or instruments constituting
Pledged Collateral for certificates or instruments of smaller or larger
denominations. 


          (f)
The Agent shall at all times during the term of this Agreement keep the Pledged
Collateral within the State of New York.


          
SECTION 9. Remedies Upon Event of Default. If any Event of Default shall have
occurred and be continuing:


          (a)
The Agent may exercise in respect of the Pledged Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
of the rights and remedies of a secured party on default under the Code then in
effect in the State of New York; and without limiting the generality of the
foregoing and without notice except as specified below, sell the Pledged
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange or broker's board or elsewhere, at such price or prices and
on such other terms as the Agent may deem commercially reasonable. The Pledgor
agrees that, to the extent notice of sale shall be required by law, at least ten
(10) Business Days' notice to the Pledgor of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Agent shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been given. The
Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. 


          (b)
The Pledgor recognizes that it is impracticable to effect a public sale of all
or any part of the Pledged Securities or any other securities constituting
Pledged Collateral and that the Agent may, therefore, determine to make one or
more private sales of any such securities to a restricted group of purchasers
who will be obligated to agree, among other things, to acquire such securities
for their own account, for investment and not with a view to the distribution or
resale thereof. The Pledgor acknowledges that any such private sale may be at
prices and on terms less favorable to the seller than the prices and other terms
which might have been obtained at a public sale and, notwithstanding the
foregoing, agrees that such private sales shall be deemed to have been made in a
commercially reasonable manner and that the Agent shall have no obligation to
delay sale of any such securities for the period of time necessary to permit the
issuer of such securities to register such securities for public sale under the
Securities Act of 1933, as amended (the "Securities Act"). The Pledgor
further acknowledges and agrees that any offer to sell such securities which has
been (i) publicly advertised on a bona fide basis in a newspaper
or other publication of general circulation in the financial community of New
York, New York (to the extent that such an offer may be so advertised without
prior registration under the Securities Act), or (ii) made privately in the
manner described above to not less than fifteen (15) bona fide
offerees shall be deemed to involve a "public sale" for the purposes of Section
9-504(3) of the Code (or any successor or similar, applicable statutory
provision) as then in effect in the State of New York, notwithstanding that such
sale may not constitute a "public offering" under the Securities Act, and that
the Agent may, in such event, bid for the purchase of such securities.



          (c)
Any cash held by the Agent as Pledged Collateral and all cash proceeds received
by the Agent in respect of any sale of, collection from, or other realization
upon, all or any part of the Pledged Collateral shall be held by the Agent as
collateral for, and/or then or at any time thereafter applied (after payment of
any amounts payable to the Agent pursuant to Section 10 hereof) in whole or in
part by the Agent against, all or any part of the Obligations as directed by the
Pledgor consistent with the provisions of the Indenture. Any surplus of such
cash or cash proceeds held by the Agent and remaining after payment in full of
all of the Obligations shall be paid over to the Pledgor or to such person as
may be lawfully entitled to receive such surplus. 


          (d)
In the event that the proceeds of any such sale, collection or realization are
insufficient to pay all amounts to which the Agent is legally entitled, the
Pledgor shall be liable for the deficiency, together with interest thereon at
the highest rate specified in the Senior Notes for interest on overdue principal
thereof or such other rate as shall be fixed by applicable law, together with
the costs of collection and the reasonable fees and expenses of any attorneys
employed by the Agent to collect such deficiency. 


          
SECTION 10. Indemnity and Expenses.


          (a)
The Pledgor agrees to indemnify the Agent from and against any and all claims,
losses and liabilities growing out of or resulting from this Agreement
(including, without limitation, enforcement of this Agreement), except claims,
losses or liabilities resulting from the Agent's gross negligence or
willful misconduct as determined by a final judgment of a court of competent
jurisdiction. 


          (b)
The Pledgor shall be obligated for, and will promptly pay to the Agent, the
amount of any and all reasonable costs and expenses, including the reasonable
fees and disbursements of the Agent's counsel and of any experts and
agents, which the Agent may incur in connection with (i) the administration of
this Agreement, (ii) the custody, preservation, use or operation of, or the sale
of, collection from, or other realization upon, any Pledged Collateral, (iii)
the exercise or enforcement of any of the rights of the Agent hereunder, or (iv)
the failure by any of the Pledgor to perform or observe any of the provisions
hereof. 


          SECTION
11. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing and shall be mailed (by certified mail, postage prepaid and
return receipt requested), telecopied or delivered, if to the Pledgor, to the
address for the Pledgor specified in the Indenture, and if to the Agent, to it
at its address specified in the Indenture, or as to either such Person at such
other address as shall be designated by such Person in a written notice to such
other Person complying as to delivery with the terms of this Section 11. All
such notices and other communications shall be effective (i) if sent by
certified mail, return receipt requested, when received or three (3) Business
Days after mailing, whichever first occurs, (ii) if telecopied, when
transmitted and confirmation is received, provided same is on a Business Day
and, if not, on the next Business Day, or (iii) if delivered, upon delivery,
provided same is on a Business Day and, if not, on the next Business Day. 


          
SECTION 12. Consent to Jurisdiction, Etc.


          (a)
Any legal action or proceeding with respect to this Agreement or any document
related thereto may be brought in the courts of the State of New York located in
the borough of Manhattan or of the United States of America for the Southern
District of New York, and, by execution and delivery of this Agreement, the
Pledgor hereby accepts unconditionally the jurisdiction of the aforesaid courts.
The Pledgor hereby irrevocably waives any objection, including, without
limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens, which the Pledgor may now or
hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions. 


          (b)
The Pledgor irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Pledgor at its
address referred to in Section 11 hereof. 


          (c)
Nothing contained in this Section 12 shall affect the right of the Agent to
serve legal process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Pledgor in any other jurisdiction. 


          SECTION
13. Waiver of Jury Trial. THE PLEDGOR AND THE AGENT (BY ACCEPTING THIS
AGREEMENT) WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER COLLATERAL
AGREEMENTS OR ARISING FROM ANY OTHER COLLATERAL AGREEMENT AND AGREE THAT ANY
SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY. 


          
SECTION 14. Miscellaneous.


          (a)
No amendment of any provision of this Agreement shall be effective unless it is
in writing and signed by the Pledgor, the Agent and the holders of more than 50%
of the outstanding principal amount of the Senior Notes, and no waiver of any
provision of this Agreement, and no consent to any departure by the Pledgor
therefrom, shall be effective unless it is in writing and signed by the Agent
and the holders of more than 50% of the outstanding principal amount of the
Senior Notes, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. 


          (b)
No failure on the part of the Agent to exercise, and no delay in exercising, any
right hereunder or under any other document shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The rights and
remedies of the Agent provided herein are cumulative and are in addition to, and
not exclusive of, any rights or remedies provided by law. The rights of the
Agent under any document against any party thereto are not conditional or
contingent on any attempt by the Agent to exercise any of its rights under any
other document against such party or against any other person. 


          (c)
Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction. 


          (d)
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until the payment and
performance in full or release of the Obligations and the termination of the
Indenture, and (ii) be binding on the Pledgor and by its acceptance hereof,
the Agent, and their respective successors and assigns and shall inure, together
with all rights and remedies of the Agent hereunder, to the benefit of the
Pledgor, the Agent and their respective successors, transferees and assigns. The
Agent may resign at any time upon giving the Pledgor and the Trustee thirty (30)
days' prior written notice. The Agent shall continue to serve until its
successor, appointed by notice of the Pledgor, accepts appointment as successor
collateral agent and receives all property held by the Agent under this
Agreement. The holders of a majority in principal amount of the outstanding
Senior Notes may at any time remove the Agent by so notifying the Pledgor and
the Agent and may appoint a successor agent with the Pledgor's consent,
provided that after the occurrence of an Event of Default the Pledgor's
consent shall not be required. The Pledgor may remove the Agent if: 


	  	        
  (1) the Agent fails to fulfill its obligations hereunder;





	  	        
  (2) the Agent is adjudged a bankrupt or an insolvent;





	  	        
  (3) a receiver or other public officer takes charge of the Agent or its
property; or





	  	        
  (4) the Agent becomes incapable of acting.





          If
the Agent resigns or is removed or if a vacancy exists in the office of Agent
for any reason, the Pledgor shall notify each Holder of such event and the
holders of a majority in principal amount of the Senior Notes shall promptly
appoint a successor Agent. A successor Agent shall deliver a written acceptance
of its appointment to the retiring Agent, the Trustee and the Pledgor.
Immediately after that, the retiring Agent shall transfer all property held by
the retiring Agent under this Agreement to the successor, the resignation or
removal of the retiring Agent shall become effective, and the successor Agent
shall have all the rights, powers and duties of the Agent under this Agreement.
If a successor Agent does not take office within 60 days after the retiring
Agent resigns or is removed, the retiring Agent, the Company or the holders of
at least 10% in principal amount of the outstanding Senior Notes may petition
any court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor collateral agent. The terms and conditions of this
Agreement will remain unimpaired by resignation of the Agent or the appointment
of a successor collateral agent. Following the appointment of a successor
collateral agent, such person shall for all intents and purposes of this
Agreement be the "Agent" hereunder. None of the rights or obligations
of the Pledgor hereunder may be assigned or otherwise transferred without the
prior written consent of the Agent. 


          (e)
Upon the satisfaction in full of Obligations and the termination of the
Indenture, (i) this Agreement and the security interest created hereby
shall terminate and all rights to the Pledged Collateral shall revert to the
Pledgor, and (ii) the Agent will, upon the Pledgor's request, and at
the Pledgor's expense, promptly (A) return to the Pledgor such of the
Pledged Collateral as shall not have been sold or otherwise disposed of or
applied pursuant to the terms hereof, and (B) execute and deliver to the
Pledgor, without recourse, representation or warranty, such documents as the
Pledgor shall reasonably request to evidence such termination. 


          (f)
This Agreement shall be governed by and construed in accordance with the law of
the State of New York, except as required by mandatory provisions of law and
except to the extent that the validity and perfection or the perfection and the
effect of perfection or non-perfection of the security interest created hereby,
or remedies hereunder, in respect of any particular Pledged Collateral are
governed by the law of a jurisdiction other than the State of New York. 


          (g)
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument. 



          IN
WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written. 


	  	PLEDGOR:





DELTA FINANCIAL CORPORATION



By:           
          
          
          
          

       Name:

       Title:












ACCEPTED AND AGREED:



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Agent





By:           
          
          
          
          

       Name:

       Title:



SCHEDULE I



TO



PLEDGE AGREEMENT



Domestic Pledged Securities





                                        Number of
                                    Shares/Percentage of                  Certificate
           Name of Issuer           Outstanding Security         Class         No.

     Delta Funding Corporation          5,805/100%               Common       11

      Fidelity Mortgage, Inc.            100/100%                Common        1

     DFC Financial Corporation           100/100%                Common        1




SCHEDULE II



TO



PLEDGE AGREEMENT



PLEDGE AMENDMENT


          This
Pledge Amendment, dated ___________________, is delivered pursuant to Section 4
of the Pledge Agreement referred to below. The undersigned hereby agrees that
this Pledge Amendment may be attached to the Pledge Agreement, dated December
21, 2000, as it may heretofore have been or hereafter may be amended or
otherwise modified or supplemented from time to time and that the shares listed
on this Pledge Amendment shall be and become part of the Pledged Collateral
referred to in said Pledge Agreement and shall secure all of the Obligations
referred to in said Pledge Agreement. 


Domestic Pledged Securities


	  	Name of Issuer	Number of Shares	Class	Certificate No.(s)





Foreign Pledged Securities


	  	Name of Issuer	Number of Shares	Class	Certificate No.(s)








	  	By:         
            
          
          

  Name:         
            
          
          

  Title:         
            
          
          



SCHEDULE III



TO



PLEDGE AGREEMENT



UCC FILING OFFICES


	Delta Funding Corporation,

a New York corporation	New York Secretary of State



County Clerk's Office, Nassau County, N.Y.



Delaware Secretary of State








	Fidelity Mortgage, Inc.,

a Delaware corporation	New York Secretary of State



County Clerk's Office, Nassau County, N.Y.



Delaware Secretary of State








	DFC Financial Corporation,

a Delaware corporation	New York Secretary of State



County Clerk's Office, Nassau County, N.Y.



Delaware Secretary of State