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

                                 AMENDMENT NO. 1

                          dated as of October 30, 1998

                                     to the

                            NOTE PURCHASE AGREEMENT,

                                      among

                     FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
                                   as Issuer,

                          FFCA ACQUISITION CORPORATION,

                                       and

                        FFCA LOAN WAREHOUSE CORPORATION,
                                  as Depositor

                                       and

                   MORGAN STANLEY SECURITIZATION FUNDING INC.
                                  as Purchaser

                           Dated as of August 14, 1998

--------------------------------------------------------------------------------
<PAGE>
                                 AMENDMENT NO. 1
                                     TO THE
                             NOTE PURCHASE AGREEMENT

                          dated as of October 30, 1998

     AMENDMENT  NO. 1 TO THE NOTE  PURCHASE  AGREEMENT,  dated as of October 30,
1998  ("Amendment No. 1") to that certain Note Purchase  Agreement,  dated as of
August 14, 1997 (the "Note  Purchase  Agreement")  among FFCA Loan Trust  1998-1
(the "Issuer"),  FFCA Acquisition  Corporation ("FFCA Acquisition Corp."),  FFCA
Loan Warehouse Corporation (the "Depositor"),  and Morgan Stanley Securitization
Funding  Inc.  ("MSSFI,"  and  in  its  capacity  as  Purchaser  hereunder,  the
"Purchaser").

                             PRELIMINARY STATEMENTS

     WHEREAS,  the parties  hereto have entered into that certain Note  Purchase
Agreement, whereby the Purchaser agree to Purchase certain Notes;

     WHEREAS Purchaser wishes to amend the Note Purchase Agreement; and

     WHEREAS,  Section 10.01 provides the Note Purchase Agreement may be amended
in writing by the parties thereto;

     NOW, THEREFORE,  in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:

     1.  DEFINITIONS.  Unless otherwise  defined herein,  all capitalized  terms
shall have the meaning set forth in the Note Purchase Agreement thereto.

     2. AMENDMENT TO NOTE PURCHASE AGREEMENT.

     (a)  Section  1.01  is  hereby   amended  by  deleting  the  definition  of
"Commitment Amount" and by replacing such definition with the following:

     "COMMITMENT AMOUNT" means an amount equal to $600,000,000.

     (b)  Section  2.02 is  hereby  amended  by adding  at the end  thereof  the
following sentence:

                                        2
<PAGE>
     On or  prior  to the  date  of the  execution  of  Amendment  No.  1,  FFCA
Acquisition  Corp.  shall pay or cause to be paid to the Purchaser an additional
commitment  fee of  $375,000,  to be payable  by wire  transfer  in  immediately
available  funds,  to the  account  of the  Purchaser  in  accordance  with  the
instructions set forth on Schedule I hereto.

     (c) Section 2.04 is hereby amended by deleting the current Section 2.04 and
replacing such section with the following:

     For the period ending October 29, 1999, the Purchaser  covenants and agrees
to, at the  request of the  Issuer,  purchase  from the Issuer the Notes of each
Series hereafter issued on terms and conditions  substantially  similar to those
set forth herein with respect to the Purchased Notes.

     (d)  Section  8.02 is  hereby  amended  by adding  at the end  thereof  the
following sentence:

     The Issuer,  FFCA Acquisition Corp. and the Depositor jointly and severally
covenant  to pay as and  when  billed  by the  Purchaser  the  reasonable  fees,
disbursements  and expenses of counsel to the Purchaser in  connection  with the
amendments to the Basic Documents effected on the date hereof.

     3. FULL FORCE AND EFFECT.  Except as modified by this  Amendment No. 1, the
Note Purchase  Agreement shall otherwise remain in full force and effect against
any and all of the parties thereunder.

     4.  GOVERNING LAW. This Amendment No. 1 shall be governed by, and construed
in accordance with, the laws of the State of New York,  without reference to its
conflicts of laws provisions,  and the  obligations,  rights and remedies of the
parties hereunder shall be determined in accordance therewith.

     5.  COUNTERPARTS.  This  Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

                                        3
<PAGE>
     IN WITNESS WHEREOF the parties have executed this Amendment No. 1 as of the
date first above written.

                                        FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
                                          as Issuer

                                        By: Wilmington Trust Company,
                                            ------------------------------------
                                            not in its individual capacity but
                                            solely as Owner Trustee

                                        By: /s/ Rosemary Pantano
                                            ------------------------------------
                                            Name: Rosemary Pantano
                                            Title: Financial Services Officer


                                        FFCA ACQUISITION CORPORATION


                                        By: /s/ Dennis L. Ruben
                                            ------------------------------------
                                            Name: Dennis L. Ruben
                                            Title: Executive Vice President


                                        MORGAN STANLEY SECURITIZATION FUNDING
                                           INC., as Purchaser


                                        By: /s/ J. Douglas Van Ness
                                            ------------------------------------
                                            Name: J. Douglas Van Ness
                                            Title: Vice President


                                        FFCA LOAN WAREHOUSE CORPORATION,
                                          as Depositor


                                        By: /s/ Dennis L. Ruben
                                            ------------------------------------
                                            Name: Dennis L. Ruben
                                            Title: Vice President

                                        4
<PAGE>
ACCEPTED AND AGREED
LASALLE NATIONAL BANK, as Indenture Trustee

By: /s/ Michael B. Evans
    ------------------------------------
    Name: Michael B. Evans
    Title: First Vice President

                                        5