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                                 AMENDMENT NO. 2

                           dated as of March 18, 1999

                                     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

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<PAGE>
                                 AMENDMENT NO. 2
                                     TO THE
                             NOTE PURCHASE AGREEMENT

                           dated as of March 18, 1999

     AMENDMENT NO. 2 TO THE NOTE PURCHASE AGREEMENT,  dated as of March 18, 1999
("AMENDMENT NO. 2") to that certain Note Purchase Agreement,  dated as of August
14,  1998 (the "NOTE  PURCHASE  AGREEMENT")  among FFCA Loan Trust  1998-1  (the
"ISSUER"),  FFCA Acquisition  Corporation,  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 agrees 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 meanings set forth in the Note Purchase Agreement.

     2. AMENDMENT TO NOTE PURCHASE AGREEMENT.

     (a) Section  3.01(c)(i) is hereby  amended by adding at the end thereof the
following sentence:

          In the case of  Table-Funded  Loans,  the Initial  Noteholder  (acting
     pursuant to the  instructions  of the Issuer which are hereby  given) shall
     disburse  the  related  amount in  respect  of  Additional  Note  Principal
     Balances to the Settlement Agent for release in accordance with the related
     Escrow Instructions, as applicable.

     3. FULL FORCE AND EFFECT.  Except as modified by this  Amendment No. 2, the
Note Purchase  Agreement shall otherwise remain in full force and effect against
any and all of the parties thereunder.

                                        2
<PAGE>
     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.

                                        3
<PAGE>
     IN WITNESS WHEREOF the parties have executed this Amendment No. 2 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

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