Exhibit 4.10



 Exhibit 4.10


                            SECURITY AGREEMENT


          SECURITY AGREEMENT dated as of December 21, 2000 (this "Agreement") made
by DELTA FINANCIAL CORPORATION, a Delaware corporation ("Delta"), and each of
DELTA FUNDING CORPORATION, a New York corporation, DF SPECIAL HOLDINGS
CORPORATION, a Delaware corporation, FIDELITY MORTGAGE INC., a Delaware
corporation, DFC FINANCIAL CORPORATION, a Delaware corporation, DFC FINANCIAL OF
CANADA LIMITED, an Ontario, Canada corporation, DFC FUNDING OF CANADA LIMITED,
an Ontario, Canada corporation, CONTINENTAL PROPERTY MANAGEMENT CORP., a New
York corporation (individually a "Grantor" and collectively the "Grantor" or
"Grantors"), in favor of U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee (the
"Agent") under that certain Indenture dated as of the date hereof (the
"Indenture") among Delta, as issuer, 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, the Indenture requires that the Grantors shall have executed and
delivered to the Agent a security agreement providing for the grant to the Agent
of a lien on and security interest in certain personal property of the Grantors
as set forth herein.


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


          SECTION 1.
Defined Terms. 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 9 of the Uniform Commercial Code (the
"Code") currently in effect in the State of New York, and the following
terms have the following meanings:


          "Pooling
Agreements" means the Pooling Agreements set forth on Schedule I hereto and
all future pooling and serving agreements during the term of this Agreement
relating to public securitizations in which one or more Grantors is both the
sponsor and the servicer.


          "Pledged
Servicing Rights" means all Servicing Rights under the Pooling Agreements
relating to Residual Receivables (whether or not such are Senior Residual
Receivables) now or hereafter on deposit in any of the Residual Collateral
Trusts.


          "Servicing
Rights" means the contractual right, now existing or hereafter arising, of a
Grantor to be or to select the servicer, whether arising under any Pooling
Agreement or any other agreement.


          
"Proceeds" has the meaning assigned to it under the Code and, in any
event, shall include, but not be limited to, any and all other monies or other
property from time to time paid or payable or distributed or distributable under
or in connection with any of the Collateral.


          SECTION 2.
Grant of Security Interest. As collateral security for the payment and
performance of all of the Obligations (as defined in Section 3 hereof), each
Grantor to the extent of such Grantor's interest therein hereby pledges and
assigns to the Agent, and grants to the Agent a continuing security interest of
first priority in all Pledged Servicing Rights, now existing or hereafter
arising, and in and to the Back Up Servicing Agreement and in all Proceeds
thereof (collectively, the "Collateral").


          Notwithstanding
anything herein to the contrary, in no event shall the Collateral include, and
the Grantor shall not be deemed to have granted a security interest in (x) any
rights arising by virtue of a Grantor being the servicer (other than the Pledged
Servicing Rights) during the period the Debtor or such other Grantor is the
servicer, including, without limitation, Servicing Receivables compensation
payable to the servicer and optional purchase or repurchase rights and (y) any
rights or interests in any license, contract or agreement to which the Grantor
is a party or any of its rights or interests thereunder to the extent that such
a grant would, under the express terms of such license, contract or agreement or
otherwise, result in a breach of the terms of, or constitute a default under
such license, contract or agreement (other than to the extent that any such term
would be rendered ineffective pursuant to Section 9-318(4) of the Code of any
relevant jurisdiction or any other applicable law (including the Bankruptcy
Code) or principles of equity); provided, however, that the
Collateral shall include (x) any and all Proceeds to the extent that the
assignment or encumbering of Proceeds is not so restricted, and (y) upon any
such licensor or other applicable party's consent with respect to any such
otherwise excluded item of Collateral being obtained, thereafter such item of
Collateral as well as any Proceeds thereof that might theretofore have been
excluded from such grant, assignment, transfer, and conveyance of a security
interest and the term Collateral.


          SECTION 3.
Security for Obligations. The security interests created hereby in the
Collateral constitute continuing collateral security for all of the following
obligations, whether now existing or hereafter incurred (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 one or more Grantors);


          (b) the due
performance and observance by each Grantor 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 the
Indenture, the Senior Notes, the Subsidiary Guarantees, the Collateral
Agreements or the Related Agreements, on a full indemnity basis.


          SECTION 4.
Representations and Warranties. Each Grantor jointly and severally
represents and warrants as follows:


          (a) It is and
will be at all times the sole and exclusive owner of the Collateral now or
hereafter owned by it free and clear of any Lien, except for Liens created
hereby. No effective financing statement or other instrument similar in effect
covering all or any part of the Collateral is on file in any recording or filing
office except such as may have been filed in favor of the Agent relating to this
Agreement.


          (b) No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or other regulatory body, or any other Person, is
required for (i) the grant by it, or the perfection, of the security interest
purported to be created hereby in the Collateral or (ii) the exercise by the
Agent of any of its rights and remedies hereunder.


          (c) This
Agreement creates valid security interests of first priority in favor of the
Agent in the Collateral, as security for the Obligations. The Agent's filing of
the financing statements described in Schedule II hereto will result in the
perfection of such security interests. Upon such filings, such security
interests are, or in the case of Collateral in which it obtains rights after the
date hereof, will be perfected first priority security interests. Such filings
and all other action necessary or desirable to perfect and protect such security
interest have been duly taken.


          (d) The chief
place of business and chief executive office of each Grantor is listed on
Schedule III hereto.


          (e) As of the
date of this Agreement, neither DFC Financial of Canada Limited nor DFC Funding
of Canada Limited owns any right, title or interest in or to any Servicing
Rights.


          SECTION 5.
Covenants as to the Collateral. So long as any of the Obligations shall
remain outstanding, unless the Agent shall otherwise consent in writing:


          (a) Further
Assurances. Each Grantor will 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 reasonably necessary or reasonably desirable
or that the Agent may reasonably request in order (i) to perfect and protect the
security interest purported to be created hereby, (ii) to enable the Agent to
exercise and enforce its rights and remedies hereunder in respect of the
Collateral, or (iii) otherwise to effect the purposes of this Agreement,
including, without limitation (A) executing and filing such financing or
continuation statements, or amendments thereto, as may be necessary or desirable
or that the Agent may request in order to perfect and preserve the security
interest purported to be created hereby, and (B) furnishing to the Agent from
time to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the Agent
may reasonably request, all in reasonable detail. In addition to the foregoing,
the Grantors will at their expense, at the time that DFC Financial of Canada
Limited and/or DFC Funding of Canada Limited obtains any right, title or
interest in or to any Servicing Rights, deliver an opinion of Canadian counsel
reasonably satisfactory to the Agent setting forth such counsel's opinion that
the security interest granted by DFC Financial of Canada Limited and/or DFC
Funding of Canada Limited in such Servicing Rights is valid and enforceable and
any other opinions that the Agent may reasonably request.


          (b) 
Provisions Concerning Corporate Matters.


	 
	
          Each Grantor
     will (A) give the Agent at least thirty (30) days' prior written notice of
     any change in its name, identity or organizational structure and, in the
     event of any such change, shall take all actions necessary to preserve the
     Agent's rights in the Collateral, including, without limitation, the
     existence, perfection and priority of the security interest created hereby
     in such Collateral and (B) keep its chief place of business and chief
     executive office at the location(s) specified therefor in Schedule III
     hereof or at such other locations of which it has given the Agent thirty
     (30) days' prior written notice; provided,however, in the
     event of any such change, shall take all actions necessary to preserve the
     Agent's rights in the Collateral, including, without limitation, the
     existence, perfection and priority of the security interest created hereby
     in such Collateral.





                    (c) Transfers and Other Liens.




	 
	          (i) Each Grantor will not sell, assign (by operation of law or
          otherwise), lease, exchange or otherwise transfer or dispose of any of
          the Collateral.





	 
	          (ii) Each Grantor will not create or suffer to exist any Lien
          upon or with respect to any Collateral except for Liens created
          hereby. 





          
          SECTION 6. Additional Provisions Concerning the Collateral.


                    (a) Each Grantor hereby authorizes the Agent to file, without its
signature where permitted by law, one or more financing or continuation
statements, and amendments thereto, relating to the Collateral and to the
Pledged Collateral under the Pledge Agreements and to the collateral security
under the Escrow Agreement.


                    (b) Each Grantor hereby irrevocably appoints the Agent its
attorney-in-fact and proxy, with full authority in its place and stead and in
its name or otherwise, from time to time in the Agent's discretion, to take any
action and to execute any instrument which the Agent may deem reasonably
necessary or reasonably advisable to accomplish the purposes of this Agreement,
including, without limitation, (i) upon the occurrence and during the
continuance of an Event of Default, to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become
due under or in respect of any Collateral, (ii) upon the occurrence and during
the continuance of an Event of Default, to receive, endorse, and collect any
drafts or other instruments, documents and chattel paper in connection with
clause (i) above, and (iii) upon the occurrence of an Event of Default, to file
any claims or take any action or institute any proceedings which the Agent may
deem reasonably necessary or reasonably desirable for the collection of any
Collateral or otherwise to enforce the rights of the Agent with respect to any
Collateral.


          (c) If any Grantor fails to perform any agreement contained herein,
the Agent may itself perform, or cause performance of, such agreement or
obligation, in the name of the Grantor or the Agent, and the expenses of the
Agent incurred in connection therewith shall be payable by the Grantor pursuant
to Section 8 hereof.


          (d) The powers conferred on the Agent hereunder are solely to protect
its interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the Agent shall
have no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.


          SECTION 7. 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 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 upon default under the Code
(whether or not the Code applies to the affected Collateral), and also may (i)
require the Grantor to, and the Grantor hereby agrees that it will at its
expense and upon request of the Agent forthwith, assemble all or part of the
Collateral as directed by the Agent and make it available to the Agent at a
place or places to be designated by the Agent which is reasonably convenient to
both parties, and (ii) without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of the Agent's offices or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the Agent may
deem commercially reasonable. Each Grantor agrees that, to the extent notice of
sale shall be required by law, at least ten (10) days' notice to it 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 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. Each
Grantor hereby waives any claims against the Agent and the Holders arising by
reason of the fact that the price at which the Collateral may have been sold at
a private sale was less than the price which might have been obtained at a
public sale or was less than the aggregate amount of the Obligations, even if
the Agent accepts the first offer received and does not offer the Collateral to
more than one offeree and waives all rights which it may have to require that
all or any part of the Collateral be marshalled upon any sale (public or
private) thereof.


          (b) All Proceeds received by the Agent in respect of any sale or
collection from, or other realization upon, all or any part the Collateral,
shall be promptly applied by the Agent against all or any part of the
Obligations as follows:


	 
	          (i) first, to the payment of the reasonable costs and expenses of
such sale, collection or other realization, including the reasonable
out-of-pocket costs and expenses of the Agent and the reasonable fees,
costs, expenses and other client charges of counsel employed in
connection therewith, to the payment of all advances made by the Agent
for the account of the Grantor hereunder and to the payment of all
costs and expenses incurred by the Agent in connection with the
administration and enforcement of this Agreement;





	 
	          (ii) second, at the option of the Agent, to the payment or other
satisfaction of any Liens and other encumbrances upon any of the
Collateral;





	 
	          (iii) third, to the payment of all other Obligations then due and
payable under the Indenture, the Subsidiary Guarantee and the Senior
Notes;





	 
	          (iv) fourth, to the payment of any other amounts required by
applicable law; and





	 
	          (v) fifth, to the respective Grantor or to whomsoever shall be
lawfully entitled to receive the same or as a court of competent
jurisdiction shall direct.





          (c) 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 Grantors, jointly and severally, shall be liable for the
deficiency, together with interest thereon at the 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, costs, expenses and other client charges of any attorneys
employed by the Agent to collect such deficiency.


          SECTION 8. Indemnity and Expenses.


          (a) Each Grantor, jointly and severally, agrees to indemnify and hold
the Agent harmless from and against any and all claims, damages, losses,
liabilities, obligations, penalties, costs or expenses (including, without
limitation, legal fees, costs, expenses and other client charges) to the extent
that they arise out of or otherwise result from this Agreement (including,
without limitation, enforcement of this Agreement), except claims, losses or
liabilities resulting solely and directly from the Agent's gross negligence or
willful misconduct.


          (b) The Grantors, jointly and severally, will promptly pay to the
Agent and each Holder (i) the amount of any and all reasonable costs and
expenses, including the reasonable fees, costs, expenses and other client
charges of counsel for the Agent and each Holder and of any experts and agents
(including, without limitation, any Person which may act as agent of the Agent
or any Holder), which the Agent or any Holder may incur in connection with (A)
the preparation, negotiation, execution, delivery, recordation, administration,
amendment, waiver or other modification or termination of this Agreement, or (B)
the custody, preservation, use or operation of, the Collateral, and (ii) the
amount of any and all costs and expenses, including the fees, costs, expenses
and other client charges of counsel for the Agent and each Holder and of any
experts and agents (including, without limitation, any Person which may act as
agent of the Agent or any Holder), which the Agent or any Holder may incur in
connection with (A) the sale of, collection from, or other realization upon, any
Collateral, (B) the exercise or enforcement of any of the rights of the Agent
and each Holder hereunder, or (C) the failure by a Grantor to perform or observe
any of the provisions hereof. In connection with any demand for payment under
this Section 8(b), the Agent shall deliver to the Grantor a certificate setting
forth in reasonable detail any amount or amounts that the Agent or any Holder is
entitled to receive pursuant to this Section 8(b) and shall be conclusive and
binding absent manifest error.


          SECTION 9. Notices, Etc. Any notices hereunder shall be
given and shall be effective in the manner set forth in the Indenture.


          SECTION 10. Miscellaneous.


          (a) No amendment of any provision of this Agreement shall be
          effective unless it is in writing and signed by the Grantors, 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 Grantors 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 the Indenture or any Collateral
Agreement 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 and in the Indenture or any Collateral Agreement are cumulative and are
in addition to, and not exclusive of, any rights or remedies provided by law.
The rights of the Agent under the Indenture or any Collateral Agreement against
any party thereto are not conditional or contingent on any attempt by the Agent
to exercise any of its rights under the Indenture or any Collateral Agreement
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 Collateral and shall (i) remain in full force and effect until the payment
in full or release of the Obligations and (ii) be binding on each Grantor and
each of its successors and assigns and shall inure, together with all rights and
remedies of the Agent hereunder, to the benefit of the Agent and its respective
permitted successors, transferees and assigns. Without limiting the generality
of clause (ii) of the immediately preceding sentence and subject to Sections
7.08 and 7.09 of the Indenture, the Agent may assign or otherwise transfer its
rights under this Agreement to any other Person who is the Trustee or successor
Trustee under the Indenture and such other Person shall thereupon become vested
with all of the benefits in respect thereof granted to the Agent herein or
otherwise. None of the rights or obligations of the Grantors hereunder may be
assigned or otherwise transferred without the prior written consent of the Agent
and the Holders of more than 50% of the outstanding amount of the Senior Notes,
and any such assignment or transfer without such consents shall be null and
void. The Agent may resign at any time upon giving the Grantors and the Trustee
thirty (30) days' prior written notice. The Agent shall continue to serve until
its successor, appointed by notice of the Grantors, 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 Grantors and
the Agent and may appoint a successor agent with the Grantors' consent, provided
that after the occurrence of an Event of Default the Grantors' consent shall not
be required. The Grantors 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, Delta 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 Grantors.
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, Delta 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 Delta, 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 Grantors hereunder may be
assigned or otherwise transferred without the prior written consent of the
Agent.


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


          (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
Collateral are governed by the law of a jurisdiction other than the State of New
York.


          (g) Each Grantor hereby expressly and irrevocably submits to the
jurisdiction of the courts of the State of New York located in the borough of
Manhattan and of the United States District Court for the Southern District of
New York for the purpose of any litigation arising out of, under or in
connection with, this Agreement, or any course of conduct, course of dealing,
statement (whether verbal or written) or action of it or of the Agent, and each
Grantor irrevocably agrees to be bound by any judgment rendered thereby in
connection with such litigation; provided, however, any suit
seeking enforcement against any Collateral may be brought, at the Agent's
option, in the courts of any jurisdiction where such Collateral or other
property may be found. To the extent that any Grantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in
aid of execution or otherwise) with respect to itself or its property, such
Grantor hereby irrevocably waives such immunity in respect of its obligations
under this Agreement and any other Collateral Agreement.


          (h) Each Grantor hereby expressly and irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any such litigation brought in any such court
referred to above and any claim that any such litigation has been brought in an
inconvenient forum.


          (i) Each Grantor further irrevocably consents to the service of
process (i) by registered or certified mail, postage prepaid, to its address for
notices contained in the Indenture, such service to become effective five (5)
days after such mailing, or (ii) by personal service within or without the State
of New York. Nothing contained herein shall affect the right of the Agent to
serve process in any other manner permitted by law.


          (j) BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT EACH OF THE
GRANTORS AND THE AGENT KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
COLLATERAL AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF IT OR THE AGENT IN CONNECTION HEREWITH OR THEREWITH. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE GRANTORS TO ENTER INTO
THIS AGREEMENT.


          (k) 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, each of the signatories hereto has caused this
Agreement to be executed and delivered by its officer thereunto duly authorized
as of the date first above written.


	 
	
GRANTORS



DELTA FINANCIAL CORPORATION







By:                                         
    
       

      Name:

      Title:








	 
	
DELTA FUNDING CORPORATION







By:                                         
    
       

      Name:

      Title:








	 
	
DF SPECIAL HOLDINGS CORPORATION





By:                                         
    
       

      Name:

      Title:







	 
	FIDELITY MORTGAGE INC.





By:                                         
    
       

      Name:

      Title:










	 
	DFC FINANCIAL CORPORATION





By:                                         
    
       

      Name:

      Title:









	 
	DFC FINANCIAL OF CANADA LIMITED





By:                                         
    
       

      Name:

      Title:








	 
	DFC FUNDING OF CANADA LIMITED





By:                                         
    
       

      Name:

      Title:








	 
	CONTINENTAL PROPERTY MANAGEMENT CORP.





By:                                         
    
       

      Name:

      Title:









ACCEPTED AND AGREED:


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Agent



By:                                         
    
       

      Name:

      Title:





SCHEDULE I


TO


SECURITY AGREEMENT



Pooling Agreements


Pooling and Servicing
Agreement, dated as of February 28, 1997, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of May 31, 1997, among Delta Funding Corporation, as Seller
and Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee. 


Pooling and Servicing
Agreement, dated as of August 31, 1997, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of November 30, 1997, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of February 28, 1998, among Delta Funding Corporation, as
Seller and Servicer, and Bank One, National Association, as Trustee. 


Pooling and Servicing
Agreement, dated as of May 31, 1998, among Delta Funding Corporation, as Seller
and Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee. 


Pooling and Servicing
Agreement, dated as of August 31, 1998, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of November 30, 1998, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of February 28, 1999, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of May 31, 1999, among Delta Funding Corporation, as Seller
and Servicer, and Bank One, National Association, as Trustee. 


Pooling and Servicing
Agreement, dated as of October 31, 1999, among Delta Funding Corporation, as
Seller and Servicer, and Bank One, National Association, as Trustee. 


Pooling and Servicing
Agreement, dated as of February 29, 2000, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 


Pooling and Servicing
Agreement, dated as of May 31, 2000, among Delta Funding Corporation, as Seller
and Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee. 


Pooling and Servicing
Agreement, dated as of September 1, 2000, among Delta Funding Corporation, as
Seller and Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. 






SCHEDULE II


TO


SECURITY AGREEMENT


Financing Statements





JURISDICTION            DEBTOR                                      SECURED PALRTY


 Delaware S\S     Delta Financial Corporation       U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York S\S     Delta Financial Corporation       U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York\Nassau  Delta Financial Corporation       U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Delaware S\S     Delta Funding Corporation         U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York S\S     Delta Funding Corporation         U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York\Nassau  Delta Funding Corporation         U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Delaware S\S     DF Special Holdings Corporation   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York S\S     DF Special Holdings Corporation   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York\Nassau  DF Special Holdings Corporation   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Delaware S\S     Fidelity Mortgage Inc.            U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York S\S     Fidelity Mortgage Inc.            U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York\Nassau  Fidelity Mortgage Inc.            U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Delaware S\S     DFC Financial Corporation         U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York S\S     DFC Financial Corporation         U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York\Nassau  DFC Financial Corporation         U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Canada\Ontario   DFC Financial of Canada Limited   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Canada\Ontario   DFC Financial of Canada Limited   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 Delaware S\S     Continental Property Management   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York S\S     Continental Property Management   U.S. Bank Trust National Association,
                                                    as trustee under the Indenture


 New York\Nassau   Continental Property Management  U.S. Bank Trust National Association,
                                                    as trustee under the Indenture








SCHEDULE III


TO


SECURITY AGREEMENT


Chief Place of Business and Chief Executive Offices


1000 Woodbury Road

Woodbury, New York 11797