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                                                                   Exhibit 10.5

                       DATA PROCESSING SERVICES AGREEMENT

         This Agreement is made and entered into between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("ACS"), 2828 North Haskell, Dallas,
Texas 75204, and LONG BEACH ACCEPTANCE CORP ("Customer"), One Mack Centre Drive,
Paramus, New Jersey 07652.

Whereas, ACS is currently performing data processing services for Customer under
a Data Processing Services Agreement dated June 13, 1996, and

Whereas, ACS and Customer desire to replace the current Agreement with this
Agreement, which sets forth the terms and conditions under which ACS will
continue to perform data processing and other services in order to provide to
Customer the applications set forth in Schedule A (the "Support System");

Now, therefore, ACS and Customer agree as follows:

1.       SERVICES.

1.1.     SUPPORT SYSTEM. ACS agrees to perform for Customer, and Customer
         engages ACS to perform data processing and other services in order to
         provide to Customer the Support System, including the applications
         specified in Schedule A. By an amendment to Schedule A or approved work
         order signed by a duly authorized representative of Customer and ACS,
         Customer and ACS may agree that ACS will perform additional services in
         order to provide additional applications, and such applications shall
         be included within the term "Support System" under this Agreement.
         Customer will process with ACS (throughout the Original Term and any
         Renewal Term of this Agreement) all accounts associated with each
         Support System Application provided to Customer under this Agreement.

1.2.     ONLINE INQUIRY AND UPDATE. The on-line Support System will be available
         to Customer at ACS for data inquiry and update, Monday through Friday,
         between 6:00 a.m. and 11:00 p.m. Central Time ("CT") and between 7:00
         a.m. and 10:00 p.m. CT on Saturdays. Holidays (as defined in Section 7
         of Schedule A) are excluded.

1.3.     FORMS. ACS will provide to Customer standard ACS generic forms for
         implementation of the Support System. Any special forms or statements
         requiring preprinted identification or information unique to Customer
         or forms to be used on equipment located at Customer's facilities will
         be the responsibility of the Customer. Customer may provide special
         forms through a third party vendor per ACS specifications.

1.4.     REPORTS. ACS will provide Customer with standard daily reports, (or
         other periodic reports) reflecting services provided to Customer.

1.5.     DELIVERY AND PROCESSING. Customer will, at its own risk and expense, be
         responsible for transporting or transmitting between Customer and/or
         Customer's designees and the data


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         center designated by ACS (the "Data Center") all data and information
         necessary for ACS to perform the services required by this Agreement
         and all reports to be prepared or provided by ACS. Items to be
         processed for daily reports shall be delivered to ACS (or shall be
         transmitted to ACS in ACS format) by 9:00 p.m. CT each Business Day and
         ACS shall have daily reports available at ACS for transmission to
         Customer by 7:00 a.m. CT the next Business Day. If items to be
         processed by ACS are not furnished in a timely manner, ACS may
         reasonably reschedule services relying thereon. It shall be the
         obligation of Customer to audit balance and reconcile any out of
         balance condition. ACS shall have no obligation to determine the
         authenticity, genuineness or accuracy of items delivered by Customer
         and/or Customer's designees.

1.6.     EQUIPMENT. Customer will provide, install and maintain in good
         operating condition all necessary communication terminals and control
         units to the Data Center, telephones, and any other equipment and
         features required to implement the terms of this Agreement. All
         equipment and features shall be acceptable to ACS. Customer will
         furnish and install any and all spare parts reasonably required for
         such equipment and features. Upon Customer's request, ACS shall arrange
         for communication lines between ACS and Customer's location and
         Customer shall reimburse ACS for such cost.

1.7.     FINANCIAL STATEMENTS: AUDITS. Upon Customer's request, ACS will,
         without charge, provide to Customer copies of the most recent audited
         financial statements of ACS, the most recent unaudited financial
         statements of ACS and will, without charge, provide for Customer's
         review and return the most recent independent audit of ACS' data
         processing functions. If Customer should desire to retain the audit of
         ACS' data processing functions, Customer shall pay to ACS the current
         price therefore set forth in Schedule "B". Customer may, at its own
         expense, perform an EDP audit of the data center should it be
         determined by the federal EDP examiner that ACS did not provide
         Customer an adequate EDP audit.

1.8.     NOTIFICATION OF SYSTEM CHANGES. All changes to the Support System
         materially affecting Customer's procedures or reporting will be
         preceded by release bulletins to Customer within a reasonable time
         prior to the date of installation.

1.9.     OPERATING INSTRUCTIONS. ACS may from time to time provide Customer with
         instructions governing the operation of the Support System (the
         "Operating Instructions"). Customer will comply with all such Operating
         Instructions as may be in effect from time to time.

1.10.    BACKUP PROCESSING ARRANGEMENTS. ACS will provide backup procedures and
         facilities covering equipment, data, operating systems, and application
         software in accordance with Federal Financial Information Exchange
         Council guidelines which will facilitate continuation of services in
         the event of a disaster. ACS will maintain an agreement with a national
         computer disaster recovery provider or a compatible ACS data center
         which will, in the event of a disaster, provide computer processing,
         tape drives, DASD, printers, terminals and front-end processors at one
         of several hot-site centers. As to telecommunications, ACS will provide
         at Customer's request and expense a secondary lease line or a dial-up
         capability from Customer's location to the disaster recovery site.

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         Upon Customer's reasonable request, ACS shall provide to Customer a
         copy of the summary of ACS' disaster recovery plan and will allow
         Customer to view the Disaster Recovery Plan in its' entirety at ACS'
         premises.

1.11.    ACCESS TO PREMISES. ACS shall allow from time to time reasonable access
         by Customer and its designated representatives or auditors to ACS'
         premises in connection with work performed by ACS under this Agreement.
         Customer shall provide ACS with reasonable advance notice of the date
         on which the visit is desired and shall comply with ACS security and
         confidentiality requirements in connection with any such visit.

1.12     EXCLUSIVITY. ACS shall be the sole and exclusive provider of the type
         of services offered under this Agreement with respect to all accounts
         for which Customer is asked by its customers to furnish such services
         and Customer is not instructed by its customers to use a different
         service provider.

1.13     YEAR 2000 COMPLIANCE.

1.13.1   ACS shall ensure that all hardware and software components owned by ACS
         which are part of the Support System used to furnish services under
         this Agreement will not fail or produce errors or anomalous results as
         a result of processing dates later than December 31, 1999 ("Year 2000
         Compliant"). With respect to any hardware and software components not
         developed by ACS which are part of the Support System, ACS shall report
         quarterly to Customer in writing the status of efforts to bring such
         hardware and software components into Year 2000 Compliance, and further
         shall implement as promptly as possible in accordance with established
         change management procedures all upgrades, updates, releases and
         engineering changes made available by the vendor/licensor thereof to
         make such software and hardware Year 2000 Compliant. ACS represents
         that it has conducted testing of the Shaw Loan Systems IL-LS/2000 v.
         4.0 product to determine Year 2000 Compliance. Customer acknowledges
         participation in the validation of such Year 2000 Compliance. ACS
         represents that Shaw Systems Associates, Inc. has certified that Shaw
         Loan Systems Product CS/2000 v. 4.2 is or will be Year 2000 Compliant.
         ACS shall not be responsible for the failure of any vendor/licensor to
         make its hardware or software Year 2000 Compliant.

1.13.2   If at any time Year 2000 Compliant deficiencies are identified in the
         Support System, ACS will as soon as reasonably possible initiate action
         to correct any deficiencies in the software owned by ACS and diligently
         proceed with correction, or if such deficiencies are in components not
         owned by ACS, ACS will work with the vendor/licensor to coordinate such
         third party's efforts to correct any Year 2000 Compliant deficiency.
         Nevertheless, no such action by ACS shall relieve ACS of it's
         obligations to provide services to Customer hereunder or shall affect
         in any way Customer's rights or remedies in the event such services are
         not provided, including but not limited to Customer's rights under
         Section 7.1.

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1.13.3   ACS will, to the extent reasonably possible and in a manner designed to
         have any hardware or software obtained from a third party and used by
         ACS to provide the Services become Year 2000 Compliant, assert any
         vendor/licensor's warranty, representation or other contractual
         obligation concerning Year 2000 Compliance furnished by such
         vendor/licensor. At the request of Customer and to the extent ACS has
         the legal right to do so, ACS shall assign or pass through to Customer
         or otherwise make available for the benefit of Customer, any
         vendor/licensor's warranty, representation or other contractual
         obligation concerning Year 2000 Compliance applicable to any hardware
         or software furnished by such vendor/licensor and used by ACS to
         provide the Services.

2.       CHARGES FOR SERVICES.

2.1.     PRICING. Customer will pay ACS for the data processing and other
         services set forth in Schedule A in accordance with the pricing
         schedule attached hereto as Schedule B. In the event Customer engages
         ACS to perform additional services as evidenced by an amendment to
         Schedule A, Customer will pay ACS for the additional services in
         accordance with an amendment to Schedule B signed by a duly authorized
         representative of ACS and Customer, to be attached thereto.

2.2.     PAYMENT. ACS will bill Customer on a calendar month basis for current
         services by the fifteenth (15th) calendar day of each calendar month
         following the month in which services are rendered. Provided that
         Customer receives the related invoice from ACS on or before the
         fifteenth (15th) of a month, Customer shall pay ACS the stated charges,
         fees, and any applicable taxes by the thirtieth (30th) calendar day of
         each month. Any amounts that remain unpaid for thirty (30) days after
         the receipt by Customer of an invoice shall bear interest at the rate
         of one and one-half (1 1/2) percent per month from the date of the
         invoice but not to exceed the highest applicable, lawful rate.

2.3.     PRICE CHANGES. ACS may not change the prices set forth in Schedule B
         excluding pass through charges for one (1) year; however, after the
         expiration of such one (1) year period, the prices set forth in
         Schedule B shall be automatically increased during each subsequent one
         (1) year period by the percentage increase, if any, from the previous
         year in the National Consumer Price Index for All Urban Consumers (All
         Items 1984 = 100) published by the Bureau of Labor Statistics of the
         U.S. Labor Department.

3.       PERFORMANCE

3.1      REQUESTS FOR ADDITIONAL SERVICES. ACS will respond to each Customer
         request for services not covered by Schedule A by providing pricing
         information within five (5) Business Days after receipt of a complete
         specification for the work.

3.2.     POINT OF CONTACT. ACS and Customer recognize that good communication
         between the companies is essential to a successful business
         relationship. Therefore, each party agrees to identify a single point
         of contact, plus an alternative contact, for communication. The
         contacts, with appropriate business phone or pager numbers, will be
         provided by

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         Customer and ACS. During ACS' normal business hours Customer will
         communicate with the contact or alternate for project related issues,
         estimated time for production and communication problem resolution, and
         the status of production and communication problems. However, the
         reporting of production and communication problems encountered during
         ACS' normal business hours or the notification of crucial production
         problems that impact Customer's business after ACS' normal business
         hours should initially be reported by Customer to ACS' Helpdesk. ACS
         agrees to escalate reported production and communication problems to
         the point of contact or alternate or other appropriate individuals.

         Crucial production problems include the lack of availability of the
         on-line Support System during the hours defined in Section 1.2, and the
         inability to communicate through the telecommunication lines between
         ACS and Customer.

4.       TERM

         The Original Term of this Agreement shall begin with the execution
         hereof and shall continue for a period of three (3) years, with an
         option to renew in additional increments of up to one (1) year upon
         mutual agreement by ACS and Customer unless terminated earlier pursuant
         to Section 7.1, 7.2, 7.3, 7.4, 7.7 or 8 or unless either party gives
         written notice of non-renewal to the other party at least ninety (90)
         days before the end of the Original Term or any Renewal Term.

5.       PROPRIETARY RIGHTS AND CONFIDENTIALITY.

5.1.     CONFIDENTIALITY.

                  A. Customer acknowledges and agrees that the Support System
         consists of computer programs, procedures, forms, information and other
         materials which constitute confidential and proprietary information of
         ACS. Customer represents and ACS acknowledges and agrees that all
         information regarding Customer and its parent, their affiliates and
         their respective businesses, operations and plans, constitute
         confidential and proprietary information of Customer (each item for
         each party individually and all collectively are referred to herein as
         "Confidential Information").

                  B. Each party and its affiliates, employees, officers,
         directors, partners, agents and representatives, including attorneys,
         accountants, and financial advisors (collectively, "Representatives"),
         shall use Confidential Information solely for the purpose of
         administering this Agreement. Each party shall disclose Confidential
         Information only to its Representatives who have a need to review the
         same for such purpose.

                  C. The term "Confidential Information" shall not include
         information which is or becomes generally available to the public other
         than as a result of a disclosure by the party not claiming
         confidentiality or any of its Representatives. The term "Confidential
         Information" shall also not include information which is or becomes
         available to either

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         party on a non-confidential basis from any source other than the party
         claiming confidentiality or its affiliates, provided that that such
         source is not known by such receiving party to be prohibited from
         transmitting the information to such party by a contractual or other
         obligation.

                  D. Except in the course of performance in connection with this
         Agreement, neither party shall make any reproductions, other than
         handwritten summaries or notes, of Confidential Information regarding
         the other party without the prior consent of the other party.

                  E. Each party shall inform each of its Representatives who
         receives Confidential Information of the requirements of this Agreement
         and shall cause each such Representative to comply with such
         requirements.

                  F. In performing its services under this Agreement, ACS shall
         not communicate with any debtor or guarantor of any receivable held or
         serviced by Customer or with any accountant or attorney for, or third
         party related to, any such debtor or guarantor without he prior written
         consent of Customer.

                  G. Upon the termination of this Agreement each party shall
         destroy on return to the other party all such other party's
         Confidential Information, all compilations, studies, notes,
         calculations and other documents and records which contain or reflect
         or are in any way based upon such Confidential Information, and all
         copies of the foregoing (regardless of the medium, in which any such
         item exists) except that each party may retain its financial,
         accounting and other internal administrative records created in the
         course of performing under this Agreement.

                  H. If either party or any of its Representatives is requested
         or required (orally or in writing, by interrogatory, subpoena, civil
         investigatory demand or any similar process relating to any legal
         proceeding, investigation, hearing or otherwise) to disclose
         Confidential Information regarding the other party, such party shall
         provide the other party with prompt notice in advance of such
         disclosure so that the other party may seek a protective order of other
         appropriate remedy and/or waive compliance with this Section 5.1, and
         such party agrees to cooperate with the other party to pursuing any
         such course of action. In the event that any such protective order or
         other remedy is not obtained or if the other party waives compliance
         with the provisions of this Section 5.1, such party shall furnish only
         such information as such party is advised is legally required and shall
         exercise its best efforts to obtain assurance that confidential
         treatment will be accorded to any information which is compelled to be
         disclosed.

                  I. Each party recognizes that employees constitute valuable
         assets of the other party. Accordingly, each party hereby agrees that
         during the term of this Agreement and for a period of one (1) year
         following the termination of this Agreement such party and its
         affiliates shall not employ or enter into an employment, partnership,
         independent contractor, consultant or other work related arrangement
         with any person who is

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         employed by the other party at any time during the term of this
         Agreement without the prior written approval of the other party.

                  J. All materials developed in connection with the Support
         System shall remain the property of ACS. Nevertheless, ACS shall not
         use as part of its marketing materials any customized letters or forms
         developed by Customer for use in connection with this Agreement.

                  K. Each party agrees that the other party's remedy at law for
         breach of this Section 5.1 is inadequate and that the aggrieved party
         shall be entitled to a temporary restraining order and preliminary and
         permanent injunctive relief to enjoin any breach or threatened breach
         thereof without proof of any actual damages that my be or may have been
         caused to it by such breach. The foregoing remedies shall be in
         addition to any other right, power or remedy available to such party
         under law or equity. No forbearance, failure or delay in exercising any
         such right, power or remedy shall operate as a waiver or preclude the
         further exercise thereof.

6.       CORRECTION OF DATA; LIMITATION OF LIABILITY.

6.1      CORRECTION OF DATA. In the event ACS' employees, software or equipment
         cause errors in Customer's data to occur and Customer requests
         correction of such data within ninety-five (95) days from the date of
         the error, ACS will correct such data at ACS' expense. The expense to
         ACS of correcting such data shall be the only responsibility of ACS and
         shall constitute Customer's sole and exclusive remedy with respect to
         such errors, except that ACS shall also be liable for damages subject
         to the limitations set forth in Section 6.2.

6.2.     LIMITATION OF LIABILITY. Except for losses covered by ACS' fidelity
         coverage described in Section 6.3 and except for liability arising
         under Section 5.1 or Section 8, ACS' total liability over the Term of
         this Agreement for any and all damages of any nature whatsoever,
         whether direct, indirect, special incidental and/or consequential,
         alleged by Customer or any other party in any section, regardless of
         its nature, arising out of or in connection with this Agreement shall
         not exceed three (3) months charges paid by Customer to ACS under this
         Agreement, such amount to be determined by finding the monthly average
         of the charges paid by Customer for the six (6) months preceding the
         month in which the damage or injury is alleged to have occurred, and
         multiplying such average by three (3). Customer will release, indemnify
         and hold ACS harmless from and against any claim for damages in excess
         of such amount.

6.3.     FIDELITY COVERAGE. During the term of this Agreement ACS will maintain
         fidelity coverage with respect to its employees of up to one million
         dollars ($1,000,000) per occurrence.

6.4.     FORCE MAJEURE. ACS shall not be liable for damages arising from or
         delays in processing or other nonperformance caused by such events as
         accidents, fires, telecommunications

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         failures, equipment failures, failures or fluctuations in electrical
         power, heat, light or air conditioning, labor disputes, strikes, riots,
         war, governmental regulations, third party nonperformance, acts of God
         or other causes over which ACS has no control.

7.       TERMINATION.

7.1      TERMINATION FOR CAUSE. Customer or ACS may terminate this Agreement
         upon the material breach or nonperformance of this Agreement by the
         other party under this Agreement and the failure of such party to cure
         such breach or non-performance within ninety (90) days after receipt of
         written notice specifying in detail the breach claimed.

7.2      TERMINATION FOR NON-PAYMENT. If Customer fails to pay in full any
         invoice within thirty (30) days from Customer's receipt of the invoice,
         ACS may notify Customer that such invoice is past due and provide a
         thirty (30) day period for payment of the past due amount plus any
         interest accrued thereon. If Customer fails to pay the full amount of
         such invoice plus interest within such thirty (30) day period, ACS may
         terminate this Agreement and all services hereunder at any time upon
         written notice to Customer.

7.3      TERMINATION UPON INSOLVENCY. In the event either party is declared
         insolvent and is liquidated by any state or federal regulatory agency,
         this Agreement shall automatically terminate upon declaration of
         insolvency. If Customer is declared insolvent, ACS shall be entitled to
         liquidated damages pursuant to Section 7.7, and if ACS is declared
         insolvent, Customer shall be entitled to all damages and expenses
         incurred by Customer in putting substitute data processing into place,
         subject to the limitation set forth in Section 6.2. Notwithstanding the
         foregoing, in the event either party is declared insolvent but is not
         liquidated, or is placed in receivership or conservatorship, or other
         similar actions are taken, the use of the Support System thereafter by
         any new owner, receiver, conservator, manager or other agent or
         representative shall be deemed acceptance and assumption of this
         Agreement on the full terms and conditions contained herein, including
         but not limited to Section 7.7.

7.4      TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement
         without cause upon ninety (90) days written notice to the other party.
         In the event Customer terminates this Agreement, other than a
         termination by Customer pursuant to Section 7.1, 7.3 or 8, Customer
         shall pay to ACS liquidated damages calculated in accordance with
         Section 7.7. In the event ACS terminates this Agreement, other than a
         termination by ACS pursuant to Sections 7.1, 7.2, 7.3 or 8, ACS shall
         pay to Customer the expenses incurred by Customer in putting substitute
         data processing into place, provided in no event shall the amount
         payable by ACS under this Section 7.4 exceed three (3) months charges
         paid by Customer to ACS under this Agreement, such amount to be
         determined by finding the monthly average of the charges paid by
         Customer for the six (6) months preceding the month in which ACS gives
         notice of termination and multiplying such average by three.

7.5      FILES AND OTHER MATERIALS. Upon termination or non-renewal of this
         Agreement in accordance with its terms, all data files created by ACS
         and related to Customer will be

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         furnished to Customer by ACS in machine readable format at the cost set
         forth in Schedule B. Except in the event of a termination by Customer
         pursuant to Sections 7.1, 7.3 or 8, or termination by ACS pursuant to
         Section 7.4, Customer will pay for all termination costs associated
         with any data lines and or equipment that has been installed in
         Customer as of the time of such termination, such payment to include
         all of ACS' costs, if any, in accordance with the de-installation,
         damage other than ordinary wear and tear, or other costs incurred or to
         be incurred by ACS as a result of the termination. Upon termination or
         non-renewal of this Agreement, Customer will return to ACS all
         operations materials and materials relating to or constituting part of
         the Support System, and Customer will purchase from ACS all Customer's
         custom forms held or on order by ACS.

7.6      EFFECTS OF TERMINATION OR NON-RENEWAL. Upon any termination or
         non-renewal of this Agreement, all amounts then owing from one party to
         the other, together with any and all interest accrued and unpaid
         thereon, shall be due and payable at the time of such termination or
         expiration. The provisions contained in Sections 5.1, 6.2, 7.2, 7.3,
         7.4, 7.5, 7.6, 7.7, 8 and 9 shall survive any termination or
         non-renewal of this Agreement and shall not be extinguished thereby.

7.7      LIQUIDATED DAMAGES. Upon any termination of this Agreement (other than
         a termination by Customer pursuant to Sections 7.1, 7.3 or 8, or a
         termination by ACS pursuant to Sections 7.4 or 8) where the effective
         date of termination is prior to the end of the Original Term or any
         Renewal Term, Customer shall pay to ACS as liquidated damages an amount
         equal to eighty percent (80%) of monthly billings to Customer under
         this Agreement for the three (3) full months immediately preceding the
         month in which the effective date of termination occurs, provided the
         amount payable to ACS under this provision shall not be less than one
         hundred thousand dollars ($100,000.00) or more than three hundred fifty
         thousand dollars ($350,000.00). The parties hereto acknowledge and
         agree that (a) ACS has incurred and will incur substantial expense in
         connection with the commencement and continuation of providing services
         hereunder, (b) ACS has substantial fixed expenses in providing these
         services which cannot be reduced by termination of such services, (c)
         in the event of any such termination, the damages that would be
         uncertain and difficult and impracticable to calculate and (d) the
         amount determined pursuant to this Section 7.7 represents a reasonable
         method of estimating the actual damages that would be incurred by ACS
         in the event of such a termination.

8.       INFRINGEMENT INDEMNITY

         ACS shall defend, at ACS' expense, any claim brought against Customer
         alleging that the Support System utilized by ACS, including any
         enhancement, upgrade or modification thereof, or the services furnished
         hereunder infringe a patent, copyright, trade mark or other proprietary
         right of a third party. ACS shall pay all costs and damages awarded or
         agreed to in settlement of the claim, provided Customer gives ACS
         prompt written notice of the claim and provides ACS with reasonable
         assistance and sole authority to defend or settle the claim. In
         addition, ACS shall obtain the right to continue furnishing the
         services or use of the Support System, including any enhancement,
         upgrade or



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         modification thereof, replace it, or make modifications so it is
         non-infringing. If ACS determines such remedies are not reasonably
         available, ACS shall so notify Customer. Upon such notification, either
         party shall have the right to terminate this Agreement without
         liability for such termination. This Section states the entire
         liability of ACS for infringement claims.

9.       REPRESENTATIONS AND WARRANTIES

         Each party hereby represents, warrants and covenants to the other party
         that at all times during the term of this Agreement that:

                  (i) it is a corporation duly organized and validly existing
         under the laws of the state in which it is incorporated, with power and
         authority to own its properties and to conduct its business as such
         properties are owned and such business is conducted;

                  (ii) it has the power and authority to execute and deliver
         this Agreement and to carry out its terms; and the execution, delivery
         and performance of this Agreement have been duly authorized by all
         necessary corporate action;

                  (iii) the performance and compliance with the terms of this
         Agreement will not violate its charter or bylaws or constitute a
         default (or an event which with notice or lapse of time, or both, would
         constitute a default) under, or result in the breach of, any contract,
         indenture, lease, credit agreement or any other agreement or instrument
         to which it is a party or by which it is or may be bound or which may
         be applicable to it or any of its assets, or result in the creation or
         imposition of any lien or security interest upon any of its properties,
         or violate any law, order, rule or regulation application to it of any
         court or any federal or state regulatory body, administrative agency or
         other governmental instrumentality having jurisdiction over it or its
         properties;

                  (iv) it is duly licensed, registered and qualified to perform
         the functions specified herein and this Agreement constitutes a valid,
         legal and binding obligation of it, enforceable in accordance with its
         terms, subject to applicable bankruptcy, insolvency, reorganization,
         moratorium and other laws affecting the enforcement of creditors'
         rights generally and to general principles of equity;

                  (v) no proceeding of any kind, including but not limited to
         litigation, arbitration, judicial or administrative, is pending or
         threatened against a third party or contemplated by it against a
         third party which would under any circumstances have an adverse effect
         on the execution, delivery, performance, validity, or enforceability of
         this Agreement.

10.      GENERAL.

10.1     GOVERNING LAW. This Agreement shall be construed in accordance with the
         laws of the State of Texas. This Agreement has been accepted in and
         shall be performable in Dallas, Dallas County, Texas. All times
         referred to herein shall be Dallas, Texas time.



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10.2     ENTIRE AGREEMENT: RIGHT TO PERFORM. This Agreement together with all
         Schedules expressly referenced herein and in effect from time to time,
         represent the entire understanding between Customer and ACS with
         respect to the matters contained herein and, except as otherwise
         provided herein, may be amended only by an instrument in writing signed
         by the parties hereto. Each party warrants that it will be free, as of
         the date of commencement of the services to be provided hereunder, of
         any contractual obligation or legal impediment that would prevent such
         party from performing its obligations under this Agreement, and that
         the other party's willingness to enter into this Agreement in no way
         caused or induced it to breach any contractual obligations.

10.3     SEVERABILITY. Any provisions in this Agreement which are found by a
         court of competent jurisdiction to be invalid or unenforceable shall be
         ineffective to the extent of such finding without affecting the
         remaining provisions of this Agreement.

10.4     RELATIONSHIP OF PARTIES. ACS, in providing services to Customer
         hereunder, is acting only as an independent contractor. Except as
         otherwise provided herein: (a) ACS does not undertake by this Agreement
         or otherwise to perform any obligation of Customer, whether regulatory
         or contractual, or to assume any responsibility for Customer's business
         or operations, and (b) ACS has the sole right and obligation to
         supervise, manage, contract, direct, procure, perform or cause to be
         performed, all work to be performed by ACS under this Agreement.

10.5     NOTICES. Any notice required or permitted hereunder shall be in writing
         and shall be given by personal service, overnight delivery service or
         certified mail, return receipt requested, postage prepaid, to the
         addresses of the parties as they appear above, or as changed through
         written notice to the other party.



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10.6     BINDING EFFECT AND ASSIGNMENT. This Agreement is binding on the parties
         hereto and their respective successors and assigns. Neither party may
         assign this Agreement without the prior written consent of the other
         party, which consent shall not be unreasonably withheld; provided that
         the merger of either party with another company or the assignment by
         Customer of this Agreement to the purchaser of all or substantially all
         the assets of Customer, or the assignment by ACS of this Agreement to
         the purchaser of all or substantially all the assets of the ACS
         business segment responsible for this Agreement, shall not be deemed as
         assignment in violation of this Section 10.6. Furthermore, either party
         may assign this Agreement to any parent, subsidiary or affiliate,
         provided that the assignee agrees in writing to be bound by the terms
         and conditions of this Agreement; provided that no such assignment
         shall affect the liability of the assignor, nor release such party from
         its obligations under this Agreement.

         Dated and effective this 15th day of April, 1999.

AFFILIATED COMPUTER SERVICES, INC.        LONG BEACH ACCEPTANCE
                                          CORP.

By  /s/ Gary L. Flowers                   By   /s/ Michael J. Pankey
  --------------------------------          ----------------------------------

Name   Gary L. Flowers                    Name   Michael J. Pankey
    ------------------------------            --------------------------------

Title   Vice President                    Title      VP Finance
     -----------------------------             -------------------------------


<Page>

                           DATA PROCESSING AGREEMENT

                                   SCHEDULE A

                                 APRIL 15, 1999

SERVICES

1.   APPLICATIONS

     ACS will provide and support the following SHAW Systems Data Processing
     applications:

     -    IL/2000-LS/2000 Mainframe Consumer Loan Accounting and Portfolio
          Management System. Version 4.0 and upgrades, if any, made available to
          ACS by Shaw Systems Associates, Inc.

     -    CS/2000 Mainframe Collection and Account Tracking System. Version 4.2
          and upgrades, if any, made available to ACS by Shaw Systems
          Associates, Inc.

2.   LETTER/STATEMENT RENDERING

     ACS will provide custom IL/2000 statement rendering services and CS/2000
     letter rendering services per the following minimum specification.

A.   STANDARD STATEMENT STOCK

     -    8 1/2 x 11 standard 24lb. paper stock

B.   ENVELOPE SPECIFICATION

For the recommended 8 1/2" x 11" statement form, envelope specifications are as
follows:

     -    Minimum paper weight must be a 24lb. white woven.

     -    Envelope size should be a standard #10 1/2 (9 1/2" x 4 1/2")

     -    Side seams should be securely bonded to the back without exhibiting
          any curl or ripple between the back panel and side seam.

     -    Window patches must be flat, ripple free and bonded within 1/8" of the
          top edge of the back and within 1/4" of the inner edge of the side
          seam.

     -    Window material must be Cellophane or Dow film. Glassine is
          unacceptable.


<Page>

     -    The flap must be a "V" flap with a minimum 2" depth from the fold to
          the point of the flap.

     -    The flap must have a continuous border of vegetable based glue 1
          millimeter wide.

C.   INSERT SPECIFICATIONS

     Paper inserts must have specific measurements within your envelope as
     follows:

     -    Size must be 3" x 5 1/2" minimum and 3 3/4" x 8 1/2" maximum

     -    Thickness must be from .004" or .01mm to a maximum of 3/16" or 4.76mm.

     -    The flexibility of the material must be suitable for high speed feed,
          conveying and inserting. The highest stiffness that is practical is
          recommended.

     -    The vertical clearance must be a minimum of 1/4" within the envelope.

     -    The horizontal clearance must be a minimum of 1" within the envelope.
          Where practical, and additional 1/8" clearance will ensure maximum
          inserting efficiency. Standard letter fold for any folded inserts.

3.   ACS will advise Customer of all material upgrades made by Shaw to the
     systems listed above. ACS will, at its expense obtain and implement any
     such upgrades which are generally obtained by similar users of such system.

4.   ACS will provide ongoing support for the Support System as follows:

     -    Product support at no additional charge

               --   Application and ACS owned Network support.

     -    Programming enhancements and development projects

               --   Project costs will be estimated (at no cost) within five (5)
                    working days of receipt of specifications.

5.   ACS shall provide:

     -    monthly credit bureau update tapes to Experian, TransUnion and/or
          Equifax, when notified in writing by Customer to do so

     -    all standard Shaw reports as directed by Customer


<Page>

     -    all custom reports currently provided to Customer

     -    standard interfaces

          * loan origination system (Appro)   * auto dialer
          * monthly history                   * daily mini-master (data
          * lockbox (Regulus)                   warehouse file)
          * Western Union (Quick Collect)

6.   ACS will provide to Customer Tuesday thru Saturday excluding holidays, a
mini-master (data warehouse file) per Customer's specifications at the
charges set forth in Schedule B.

7.   Holidays:

     New Year's Day           Memorial Day                   Independence Day
     Labor Day                Thanksgiving Day               Christmas Day



<Page>

                        DATA PROCESSING SERVICE AGREEMENT
                                   SCHEDULE B

                                 APRIL 15, 1999

The prices itemized below refer to the Charges For Services as noted in
Section 2 of the Data Processing Service Agreement.

All Data Processing charges relate to data processing components as listed on
Schedule A of the Data Processing Service Agreement.

DATA PROCESSING IL-LS/2000, CS/2000: CHARGES

               0 to 10,000 accounts --------------- $1.35 per account/month

               10,001 account and above --------- $ .75 per account/month

               PRICING IS NOT CUMULATIVE; NOT RETROACTIVE TO PREVIOUS TIERS OF
               PRICING.

               ACCOUNT SHALL MEAN ALL RECORDS STORED ON THE INSTALLMENT LOAN
               MASTER FILE INCLUDING ACTIVE, INACTIVE, CHARGED-OFF LOANS AND
               DEALER RECORDS.

               $5,000.00 PER MONTH MINIMUM CHARGE

PROGRAMMING ENHANCEMENTS: CHARGES

                                        Standard Development - $110.00/hour

CONVERSION: CHARGES

                                        Subsequent portfolio conversions will be
                                        charged at a rate of $110.00 per hour.
                                        All such charges will be pre-approved by
                                        Customer. Reasonable travel, lodging and
                                        meal expenses billed separately and paid
                                        in accordance with this Agreement.

     Training - $1,000 per day -        Reasonable travel, lodging and meal
                                        expenses billed separately and paid in
                                        accordance with this agreement.



<Page>

TELECOMMUNICATIONS:

Telecommunication and Network Support costs will be billed monthly as
pass-thru expense. Minimum communication requirements include: 256K circuit,
modems with dial back-up capacity per connection site.

STATEMENT AND LETTER RENDERING SERVICES - SYSTEM PRODUCED: CHARGES

<Table>
<Caption>

                    Printing               Inserting &            Envelopes          Envelopes        Inserts
                    Impressions            Mailing                 (Mailer)          (Return)         (over 1)
<S>                 <C>                    <C>                    <C>                <C>              <C>
Statements          .055                     .09                  Pass thru          Pass thru          .01
Letters             .055                     .09                  Pass thru                             .01

</Table>

                             $3,000 MONTHLY MINIMUM
                             $ 500 SET UP FEE

LETTER RENDERING SERVICES - NOT SYSTEM PRODUCED: CHARGES

<Table>
<Caption>

                   Printing                Inserting &            Envelopes          Production       Inserts
                   Impressions             Mailing                 (Mailer)          Support          (over 1)
<S>                <C>                     <C>                    <C>                <C>              <C>
Statements         .055                      .09                  Pass thru           .05               .01

</Table>

ADDITIONAL PRINT COSTS -   All reports will be printed at Customer site. Any
                           additional reports printed at ACS will be at $.04 per
                           page with a $15.00 per month minimum. Courier and
                           Delivery Services will be the responsibility of
                           Customer.

MAGNETIC TAPES -           $50.00 per magnetic tape produced and mailed by ACS.

DEINSTALLATION -           $5,000.00-Includes up to two sets of test tapes.

MINI-MASTER (DATA WAREHOUSE FILE):

    WEEKLY OR MONTHLY:    No Charge
    DAILY:                $ 500.00 per month


<Page>

AUTO DIALER:

Download to Auto Dialer System - Included in base processing fee.

Upload from Auto Dialer(s) to CS/2000 -0 - 50,000 transactions  -$ 750 per month

(optional service)               50,001 - 100,000 transactions  -$1250 per month

                                100,001 - 150,000 transactions  -$1750 per month

                                150,001 - 250,000 transactions  -$2000 per month

                                250,001 - 350,000 transactions  -$2500 per month

                                350,001 +         transactions  -$3000 per month

TRANSACTION SHALL MEAN ANY RECORDED INFORMATION PER EACH CALL ATTEMPT BY
CUSTOMER'S AUTO DIALER

SHAW ON-LINE DOCUMENTATION:

Three Modules: IL, LS, CS/2000                            $300.00 ($100.00 each)
  Third Party Audit of Data Processing Functions          $ 500.00 per copy