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                                 AMENDMENT NO. 1

                           dated as of March 18, 1999

                                     to the

                            LOAN PURCHASE AGREEMENT,

                                     between

                        FFCA LOAN WAREHOUSE CORPORATION,
                                  as Depositor

                          FFCA ACQUISITION CORPORATION,
                               as Loan Originator,

                           Dated as of August 14, 1998

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                                 AMENDMENT NO. 1
                                     TO THE
                             LOAN PURCHASE AGREEMENT

                           dated as of March 18, 1999

     AMENDMENT NO. 1 TO THE LOAN PURCHASE AGREEMENT,  dated as of March 18, 1999
("AMENDMENT NO. 1") to that certain Loan Purchase Agreement,  dated as of August
14, 1998 (the "LOAN PURCHASE  AGREEMENT") among FFCA Loan Warehouse  Corporation
(the "DEPOSITOR") and FFCA Acquisition Corporation (the "LOAN ORIGINATOR"),

                             PRELIMINARY STATEMENTS

     WHEREAS,  the parties  hereto have entered into that certain Loan  Purchase
Agreement,  whereby the Loan Originator agrees to sell all its right,  title and
interest  in and to  the  certain  Loans  and  the  related  Loan  Documents  to
Depositor;

     WHEREAS the parties wish to amend the Loan Purchase Agreement; and

     WHEREAS, Section 7.1 provides the Loan Purchase Agreement may be amended in
writing by the parties  hereto with the prior  written  consent of the  Majority
Noteholders;

     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 Loan Purchase Agreement thereto.

     2. Amendment to Loan Purchase Agreement.

     (a) Section 2.1 is hereby amended by deleting the current Subsection 2.1(c)
(without deleting clauses (i) through (xiii)) and replacing such subsection with
the following:

          On each  Transfer  Date,  the  Loan  Originator  shall  convey  to the
     Depositor  the Loans and the other  property  and  rights  related  thereto
     described  in the related LPA  Assignment,  the  Depositor  shall cause the
     deposit of cash in the amount of the Sale Price in the Advance Account, and
     the Servicer  shall,  promptly after such deposit,  withdraw the Sale Price
     deposited in respect of applicable  Additional Note Principal  Balance from
     the Advance  Account,  and distribute such amount to or at the direction of
     the Loan Originator,  provided that in the case of Table-Funded  Loans, the
     Initial  Noteholder  (acting  pursuant  to the  instructions  of  the  Loan

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     Originator  which are hereby  given) shall  disburse the related  amount in
     respect of the Sale Price to the Settlement Agent for release in accordance
     with  the  related  Escrow  Instructions,  as  applicable,  only  upon  the
     satisfaction  of each  of the  following  conditions  on or  prior  to such
     Transfer Date:

     (b) Section 2.1 is hereby  amended by deleting the word "and" before clause
(xiii) of  Subsection  2.1(c) and adding the following at the end of such clause
(xiii):

          ; and (xiv) if any Loan sold on the  Transfer  Date is a  Table-Funded
     Loan,  the Loan  Originator  shall have  provided  the Initial  Noteholder,
     Depositor,  Issuer,  Settlement  Agent  and  Custodian  with a copy  of any
     related Bailee Agreement, Bailee Trust Receipt and Escrow Instructions.

     3. FULL FORCE AND EFFECT.  Except as modified by this  Amendment No. 1, the
Loan 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 Amendment No. 1 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.

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

                                        FFCA LOAN WAREHOUSE CORPORATION,
                                          as Depositor


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


                                        FFCA ACQUISITION CORPORATION,
                                          as Loan Originator


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