Exhibit 4.13



 Exhibit 4.13



ADMINISTRATION AGREEMENT


          
THIS ADMINISTRATION AGREEMENT, dated as of December 22, 2000 (this "Agreement"),
by and among DELTA FUNDING RESIDUAL HOLDING TRUST 2000-2, a Delaware business
trust (the "Trust"), DELTA FUNDING CORPORATION, a New York corporation ("Delta
Funding"), as administrator of the Trust under this Agreement (in such capacity,
an "Administrator") and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association incorporated under the laws of the United States, ("U.S. Bank") (the
"Bank"), as administrator of the Trust under this Agreement (in such capacity,
an "Administrator" and together with Delta Funding, the
"Administrators").


W I T N E S S E T H:

          
WHEREAS, the Trust is a business trust under the Delaware Business Trust Act (12
Del.C.ss.3801 et seq.) created pursuant to a Deposit Trust Agreement, dated as
of December 20, 2000 (the "Trust Agreement"), between Delta Funding Corporation,
a Delaware corporation, as depositor (in such capacity, the "Depositor"), and
Wilmington Trust Company, as owner trustee (the "Owner Trustee");


          
WHEREAS, the Owner Trust Certificates are being issued pursuant to the Trust
Agreement and will represent the ownership of the beneficial interests in the
Trust;


          
WHEREAS, the Trust desires to have each Administrator perform certain duties of
the Trust and the Owner Trustee under the Operative Agreements; and


          
WHEREAS, each Administrator has the capacity to provide the services required
hereby and is willing to perform such services for the Trust and the Owner
Trustee on the terms set forth herein.


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


     Section
1.  Definitions.  Capitalized terms used but not
otherwise defined herein shall have the respective meanings assigned thereto in
the Trust Agreement as in effect on the date hereof.


     Section 2.  Duties
of the Administrators.


          
(a)      Duties with Respect to the Operative Agreements.


	 
	          (i)  The
Administrator shall perform such calculations and shall prepare for execution by
the Trust, the Owner Trustee or the Certificateholders or shall cause the
preparation by other appropriate Persons of all such documents, reports, filings
(including tax filings), instruments, certificates and opinions and take such
action as it shall be the duty of the Trust or the Owner Trustee to prepare,
file, deliver or take pursuant to the Trust Agreement, including, without
limitation, pursuant to the following sections of the Trust Agreement: Sections
4.2 (with respect to the final payment on the Owner Trust Certificates), 4.3
(with respect to statements to Certificateholders), and 12.1 (with respect to
transfers of Owner Trust Certificates). In accordance with the directions of the
Trust or the Owner Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in connection with the
Operative Agreements as are not covered by any of the foregoing provisions and
as are expressly requested by the Trust or the Owner Trustee in writing and are
reasonably within the capability of the Administrator. In addition, the Owner
Trustee on behalf of the Trust retains the right to give instructions and
directions to the Administrators with respect to all of the foregoing provisions
and the Administrators shall follow any such directions or instructions of the
Owner Trustee.The Owner Trustee agrees to provide promptly to the Administrator
any information in its possession requested by the Administrator or necessary
for the Administrator to perform its duties hereunder.





	 
	          
(ii)  U.S. Bank, as Administrator, shall prepare Uniform Commercial
Code filings required by the Trust and any continuation statements for execution
by the Owner Trustee and shall timely file with the appropriate jurisdictions
and record such continuation statements.





	 
	          
(iii)  The Administrator shall be responsible for promptly notifying
the Owner Trustee in the event that any withholding tax is imposed on the
Trust's payments (or allocations of income) to a Certificateholder. Any such
notice shall be in writing and specify the amount of any withholding tax
required to be withheld by the Owner Trustee pursuant to such
provision.





	 
	          
(iv)  So long as Delta Funding is an Administrator, Delta Funding
shall perform the obligations in this subsection (a) (i) and (iii), provided
however that the Owner Trustee only, and not Delta Funding, shall at all times
have custody of all Trust Account Property and of the Trust Estate, and that
Delta Funding shall not administer any of the Trust Accounts or any payments or
transfers out of the Trust Accounts or the Trust Estate.




          
(b)      Performance of Duties.


	 
	          
(i)    In carrying out its duties hereunder each Administrator
may enter into transactions or otherwise deal with any of its Affiliates;
provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any written directions received from the Owner Trustee and shall
be, in the applicable Administrator's opinion, no less favorable to the Trust
than would be available from unaffiliated parties.





	 
	          
(ii)   In carrying out any of its obligations under this
Agreement, each Administrator may act either directly or through agents,
attorneys, accountants, independent contractors and auditors and enter into
agreements with any of them. Neither Administrator shall be responsible for the
actions of any such Persons appointed with due care.





          (c)
      Non-Ministerial Matters.


	 
	          
(i)   Notwithstanding anything to the contrary herein, with
respect to matters that in the reasonable judgment of the applicable
Administrator are non-ministerial, such Administrator shall not be under any
obligation to take any action, and in any event shall not take any action.





	 
	          
(ii) Notwithstanding anything to the contrary in this Agreement, neither
Administrator shall be obligated to, and shall not, take any action that the
Owner Trustee directs in writing that such Administrator not to take on its
behalf or on behalf of the Trust.





          
(d)      Additional Information to be Furnished
to the Owner Trustee. Each Administrator shall furnish to the Owner Trustee
from time to time such additional information in such Administrator's possession
regarding the Trust or the Trust Agreement as the Owner Trustee shall reasonably
request.


     Section 3.  Records. Each
Administrator shall maintain appropriate books of account and records relating
to the Trust and the services performed hereunder, which books of account and
records shall be accessible for inspection by the Trust and the Depositor at any
time during normal business hours. 


     Section 4.  Compensation.
U.S. Bank Trust National Association will be compensated as set forth in that
certain letter agreement, dated August 25, 2000, by and among U.S. Bank and
Delta Financial Corporation.


     Section
5.  Independence of the Administrators. For all purposes of
this Agreement, each Administrator shall be an independent contractor and shall
not be subject to the supervision of the Trust or the Owner Trustee with respect
to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly set forth herein or otherwise authorized by the
Trust, neither Administrator shall have any authority to act for or represent
the Trust or the Owner Trustee in any way and shall not otherwise be deemed an
agent of the Trust or the Owner Trustee.



     Section 6.  No Joint
Venture. Nothing contained in this Agreement (i) shall constitute either
Administrator and the Trust, the Owner Trustee or the Depositor as members of
any partnership, joint venture, association, syndicate, unincorporated business
or other separate entity, (ii) shall be construed to impose any liability as
such on any of them or (iii) shall be deemed to confer on any of them any
express, implied or apparent authority to incur any obligation or liability on
behalf of the others. 


     Section 7. Other Activities of
the Administrators. Nothing herein shall prevent either Administrator or its
Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other Person even
though such Person may engage in business activities similar to those of the
Trust or the Owner Trustee. 


     Section 8.  Term of
Agreement; Resignation and Removal of Administrators.


          
(a)  This Agreement shall continue in force until the termination of
the Trust, upon which event this Agreement shall automatically
terminate.


          
(b)  Subject to Section 8(f), U.S. Bank shall not be permitted to
resign from the obligations and duties hereby imposed on it, except
either:


          
     (i)   upon the determination that
such obligations and duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other
activities carried on by it; or


          
     (ii)   at any time it ceases for
any reason whatsoever to perform its obligations as Trustee under the Indenture,
in which case U.S. Bank must resign as Administrator hereunder.


     Any determination permitting the
resignation of U.S. Bank under clause (i) above shall be evidenced by an opinion
of counsel to such effect delivered to the Trust; provided,
however, that U.S. Bank may resign from its obligations as an
Administrator hereunder at any time that it determines in its sole discretion
that events have occurred which create a conflict between its duties hereunder
and its duties as Trustee under the Indenture, any such determination to be
evidenced by an officers’ certificate of U.S. Bank to such effect.



          
(c)  Subject to Section 8(f), Delta Funding shall not resign from the
obligations and duties hereby imposed on it except upon the determination that
its duties hereunder are no longer permissible under applicable law. Any such
determination pursuant to the preceding sentence permitting the resignation of
Delta Funding shall be evidenced by an opinion of counsel to such effect
obtained at the expense of Delta Funding and delivered to the Trust and the
Collateral Agent.


          
(d)  Subject to Section 8(f) of this Agreement, the Trust may remove
either Administrator without cause by providing such Administrator with at least
30 days' prior written notice.


          
(e)  Subject to Section 8(f) of this Agreement, at the sole option of
the Trust, either Administrator may be removed immediately upon written notice
of termination from the Trust to such Administrator if any of the following
events shall occur:


	 
	          
(i)   the Administrator shall default in the performance of any
of its duties under this Agreement and, after notice of such default, shall not
cure such default within ten days (or, if such default cannot be cured in such
time, shall not give within ten days such assurance of cure as shall be
reasonably satisfactory to the Trust);





	 
	          
(ii)   a court having jurisdiction in the premises shall (x)
enter a decree or order for relief in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or (y) appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or (z) order the winding-up or liquidation
of the Administrator's affairs; or





	 
	          
(iii)   the Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official for
the Administrator or any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors or
shall fail generally to pay its debts as they become due; or





	 
	          
(iv)   In the case of Delta Funding, if in the reasonable
business judgment of the Owner Trustee, Delta Funding is unable or unwilling to
carry out its obligations as Administrator under this Agreement.





          
Each Administrator agrees that if any of the events specified in clauses (ii) or
(iii) of this Section shall occur, it shall give written notice thereof to the
Trust, the Owner Trustee, and the other Administrator within one day after the
happening of such event.


          
(f) No resignation or removal of U.S. Bank pursuant to this Section shall be
effective until (i) a successor Administrator shall have been appointed by Delta
Funding (with the consent of the Owner Trustee which consent shall not be
unreasonably withheld and, so long as the Notes are outstanding, the consent of
the Collateral Agent) and (ii) such successor Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.


          No
resignation or removal of Delta Funding pursuant to this Section shall be
effective until U.S. Bank (or any successor to U.S. Bank as an Administrator
hereunder) has assumed Delta Funding’s duties as a successor Administrator
pursuant to the terms of this Agreement as set forth below. In furtherance of
the foregoing, on and after the time Delta Funding resigns or receives notice of
removal under this Agreement, U.S. Bank (or any successor to U.S. Bank as an
Administrator hereunder) shall be the successor in all respects to Delta Funding
in its capacity as an Administrator under this Agreement and shall be subject to
all the responsibilities and duties relating thereto and arising thereafter by
the terms and provisions hereof. 


     Section 9.  Action upon
Termination, Resignation or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8(a) of this Agreement or the
resignation or removal of either Administrator pursuant to Section 8(b), 8(c),
8(d) or 8(e) of this Agreement, respectively, the Administrators, in the case of
termination of this Agreement pursuant to Section 8(a), or the related
Administrator, in the case of resignation or removal of such Administrator
pursuant to Section 8(b), 8(c), 8(d) or 8(e) shall be entitled to be paid all
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. Each Administrator shall forthwith upon such termination
pursuant to Section 8(a) of this Agreement deliver to the Trust all property and
documents of or relating to the Owner Trust Certificates or the Trust Estate
then in the custody of the Administrator. In the event of the resignation or
removal of either Administrator pursuant to Section 8(b), 8(c), 8(d) or 8(e) of
this Agreement, such Administrator shall cooperate with the Trust and take all
reasonable steps requested to assist the Trust in making an orderly transfer of
the duties of such Administrator. 


     Section 10.  
Notices. Any notice, report or other communication given hereunder shall
be in writing and addressed as follows: (a) in the case of the Trust or the
Owner Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration,
(b) in the case of Delta Funding, 1000 Woodbury Road, Woodbury, New York 11797
Attention: Marc Miller, General Counsel; and (c) in the case of U.S. Bank 100
Wall Street, 16th Floor, New York, NY 10005, Attention: Ms. Amy S. Roberts, Vice
President, Tel. (212) 361-2893, Fax: (212) 809-5459; or as to each such Person
such other address as any such party shall have provided to the other parties in
writing. Any notice required to be in writing hereunder shall be deemed given if
such notice is mailed by certified mail, postage prepaid, or hand-delivered to
the address of such party as provided above.


     Section 11.  Amendments.
This Agreement may be amended from time to time by the parties hereto but only
with the written consent of the Collateral Agent.


     Section 12. Successors and
Assigns. This Agreement may not be assigned by either Administrator unless
such assignment is previously consented to in writing by the Trust and, so long
as the Notes are outstanding, the consent of the Collateral Agent. An assignment
with such consent, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the applicable Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by either
Administrator without the consent of the Trust or the Owner Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the business of the Administrator; provided,
however, that such successor organization executes and delivers to the
Trust and the Owner Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as such Administrator is bound hereunder. Subject to the foregoing,
this Agreement shall bind any successors or assigns of such parties hereto.



     Section 13. Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS. 


     Section
14.  Headings. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.


      Section
15.  Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.


     Section 16. Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 


     Section
17.  Limitation of Liability.


     Notwithstanding anything contained
herein to the contrary, this instrument has been executed by Wilmington Trust
Company not in its individual capacity but solely in its capacity as Owner
Trustee of the Trust and in no event shall Wilmington Trust Company in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Trust hereunder, as to all of
which recourse shall be had solely to the assets of the Trust. 






          
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the day and year first above written.


	 
	DELTA FUNDING RESIDUAL HOLDING
TRUST 2000-2,







By:   WILMINGTON TRUST COMPANY,

         not in its individual capacity

         but solely as Owner Trustee





By:            
              
              
              
              

      Name:

      Title:





U.S. BANK TRUST NATIONAL ASSOCIATION,

  as Administrator





By:            
              
              
              
              

      Name:

      Title:





DELTA FUNDING CORPORATION,

as Administrator





By:            
              
              
              
              

      Name:

      Title: