================================================================================

                                 AMENDMENT NO. 2

                           dated as of January 1, 2000

                                     to the

                            LOAN PURCHASE AGREEMENT,

                                     between

                        FFCA LOAN WAREHOUSE CORPORATION,
                                  as Depositor

                                       and

                          FFCA ACQUISITION CORPORATION,
                               as Loan Originator,

                           Dated as of August 14, 1998

================================================================================
<PAGE>
                                 AMENDMENT NO. 2
                                     TO THE
                             LOAN PURCHASE AGREEMENT


     AMENDMENT NO. 2 TO THE LOAN PURCHASE AGREEMENT, dated as of January 1, 2000
("AMENDMENT NO. 2") to that certain Loan Purchase Agreement,  dated as of August
14, 1998 (the "LOAN PURCHASE AGREEMENT") between FFCA Loan Warehouse Corporation
(the "DEPOSITOR") and FFCA Acquisition  Corporation (the "LOAN ORIGINATOR"),  as
amended by Amendment No. 1 to the Loan Purchase Agreement, dated as of March 18,
1999 ("AMENDMENT NO. 1") between the Depositor and 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  that 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 respective  meanings  ascribed to such terms in the Loan Purchase
Agreement.

     2. AMENDMENT TO LOAN PURCHASE AGREEMENT.

     (a)  Section  2.3 is  hereby  amended  by  adding  at the end  thereof  the
following:

     (d) WHOLE LOAN SALES. In consideration of the  consideration  received from
the Depositor under this Purchase  Agreement and the other Basic Documents,  the
Loan Originator  hereby agrees and covenants to take such action to effect Whole
Loan  Sales as it would with  respect to  Securitizations,  as  applicable.  The
Majority  Noteholders may effect Whole Loan Sales: (i) if FFCA ceases to qualify
as a REIT,  as defined in Section  856 of the Code and (ii)  subject to the same
conditions that apply to Securitizations,  including,  without  limitation,  the
Issuer's right of approval set forth in SECTION 3.06(C)(II) unless a Disposition
Trigger Event has occurred.
<PAGE>
     3. FULL FORCE AND EFFECT.  Except as modified by this  Amendment No. 2, 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. 2 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. 2 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.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>
     IN WITNESS WHEREOF the parties have executed this Amendment No. 2 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