<PAGE>
 
                                                                  EXHIBIT 10(O)

                           CONTIMORTGAGE CORPORATION
                           -------------------------


                          Wholesale Mortgage Program

              MASTER AGREEMENT FOR SALE AND PURCHASE OF MORTGAGES





                                BY AND BETWEEN


                       CONTIMORTGAGE CORPORATION, BUYER


                                      AND


                        EMB MORTGAGE CORPORATION SELLER









<PAGE>
 

                                     INDEX

<TABLE> 
<CAPTION> 
                                                                            PAGE
                                                                            ----
<S>                                                                         <C> 
I.   RECITALS                                                                1

II.  DEFINITIONS                                                             1  
 
     (A)  Agreement                                                          1
     (B)  Loan to Value Ratio                                                1
     (C)  Loan                                                               1
     (D)  "Marked-Up" Title Insurance Policy,                                
          Binder or Certificate                                              1
     (E)  Mortgage                                                           1  
     (F)  Essential Mortgage File Documents                                  1 
     (G)  Mortgage Loans                                                     1
     (H)  Mortgaged Property or Subject Property                             1
     (I)  Mortgagor or Borrower                                              1
     (J)  Note                                                               1  
     (K)  Purchase Price                                                     2
     (L)  Related Assets                                                     2
     (M)  Settlement Date                                                    2
     (N)  Underwriting Guidelines/
          Purchasing Guidelines                                              2 

III. OFFER TO SELL AND ACCEPTANCE OF OFFER                                   2

     (A)  Offer                                                              2 
     (B)  Acceptance                                                         2 

IV.  PURCHASE AND SALE OF LOANS                                              2
 
     (A)  Delivery of Loans                                                  2 
     (B)  Purchase and Sale                                                  3
     (C)  Purchase and Price                                                 3
     (D)  Payment of Purchase Price                                          3
     (E)  Premium Rebate                                                     3  
 

V.   REPRESENTATIONS AND WARRANTIES OF THE SELLER                            4 

     (A)  Representations and Warranties of                                   
          the Seller - General                                               4  
     (B)  Representations and Warranties of 
          the Seller As to Each Loan                                         4

VI.  BREACH OF REPRESENTATION AND WARRANTIES                                 7 

     (A)  Remedy For Breach                                                  7
     (B)  Reassignments                                                      7
     (C)  "Buy-Back Price"                                                   7
     (D)  Definition of "Loss"                                               7
     (E)  Remedy For Non-Delivery of Documents                               7
     (F)  Remedy For First Payment Default                                   7 
     (G)  Remedy to Insure Accuracy Of Real                                  
          Estate Appraisals                                                  7
 

VII. REPRESENTATIONS AND WARRANTIES OF THE BUYER                             8
</TABLE> 

<PAGE>
 
                                     INDEX (CONTINUED)

<TABLE> 
<CAPTION> 
                                                                            PAGE
                                                                            ----
<S>                                                                         <C> 
VII. INDEMNIFICATION                                                         8

IX.  RELATIONSHIP OF THE PARTIES                                             8  

X.   OPINION OF COUNSEL                                                      9

XI.  CLOSING DOCUMENTS                                                       9

XII. MISCELLANEOUS                                                           9 

     (A)  Additional Covenants                                               9 
     (B)  Survival of Covenants, Agreements,
          Representations and Warranties,
          Successors and Assigns                                             9
     (C)  Severability                                                       9
     (D)  Attorney's Fees                                                    9
     (E)  Waivers                                                           10
     (F)  Notice                                                            10 
     (G)  Insurance Prepayment                                              10
     (H)  Assignment                                                        10 
     (I)  Captions                                                          10
     (J)  Entire Agreement                                                  10
     (K)  Governing Law                                                     10
     (L)  Termination                                                       10
     (M)  Arbitration, Jurisdiction and Venue                               10 
     (N)  Endorsements                                                      11 
</TABLE> 
<PAGE>
 
              MASTER AGREEMENT FOR SALE AND PURCHASE OF MORTGAGES

          This Master Agreement for Sale and Purchase of Mortgages is made this
9th day of October, 1997, by and between ContiMortgage Corporation, located at
500 Enterprise Road, Horsham, PA 19044, a Corporation organized and existing 
under the laws of the State of Delaware ("Buyer") and EMB Mortgage Corporation,
located at 3200 Bristol St, 8th Floor, Costa Mesa, CA 92626, a Corporation
organized and existing under the laws of California ("Seller").

     I.   RECITALS

          WHEREAS, the Seller desires from time to time to offer for sale to the
Buyer and the Buyer desires from time to time to purchase from the Seller on the
terms and subject to the conditions set forth herein certain Loans owned by the
Seller evidenced by notes and secured by mortgage of the agreed-upon priority on
real property owned by the borrowers ("Borrowers").

          WHEREAS, the Buyer and the Seller desire to enter into this agreement 
to govern the sale and purchase of said Loans.

          Now, therefore, in consideration of the above recitals and the mutual 
covenants contained herein, the parties hereto hereby agree as follows:

     II.  DEFINITIONS
          
          Whenever used in this Agreement, the following words and phrases, 
unless the context otherwise requires, shall have the following meanings:

          (A)  AGREEMENT:  shall mean this Agreement as same may be amended and 
supplemented from time to time.  The parties agree that this Agreement shall be 
used as the m???? sale and purchase agreement for those loans purchased by
Buyer from Seller in the future, unless otherwise agreed in writing by the
parties.

          (B)  LOAN TO VALUE RATIO:  shall mean the sum of the original
principal amount of the Mortgage Loan and the outstanding principal balance of
the first Mortgage (the "First Mortgage"), if any, at the time of origination of
the Mortgage Loan divided by the lesser of the original purchase price of the
Mortgaged Property if Borrower purchased the Mortgaged Property within twelve
(12) months of the Mortgage Loan origination date or the appraised value of the
Mortgaged Property.

          (C)  LOAN: the Note, the related Mortgage and the Related Assets are 
referred to as "Loan," and collectively as "Loans."

          (D)  "MARKED-UP" TITLE INSURANCE POLICY, BINDER OR CERTIFICATE: a 
title insurance policy as further defined in Article V(B)9 of this Agreement in 
which all liens, mortgages, claims, assessments, defects, encumbrances and other
exceptions affecting or against the Mortgaged Property have been removed and are
insured against in favor of Buyer by the title insurance company unless 
otherwise agreed or approved by the Buyer in writing.

          (E)  MORTGAGE:  the Note, bond, deed of trust, Mortgage, mortgage 
warranty, extension agreement, assumption of indebteness, assignment and any 
other documents constituting the basic instruments for real estate security on
real property owned by the Borrower in the state in which the Mortgaged Property
is located.

          (F)  ESSENTIAL MORTGAGE FILE DOCUMENTS:  as to each Mortgage Loan, the
original of the Note, Mortgage, title insurance policy including endorsements or
"marked-up" title commitment, Related Assets and the additional documents as 
described in Exhibit "A," attached hereto and made a part hereof, as applicable.
             -----------

          (G)  MORTGAGE LOANS:  the Loans indentified in the Purchase Schedule 
(EXHIBIT "B") as from time to time are subject to this Agreement.
 -----------

          (H)  MORTGAGED PROPERTY OR SUBJECT PROPERTY:  the residential real 
property subject to the Mortgage which secures the Mortgage Loan.

          (I)  MORTGAGOR OR BORROWER:  the obligor under a Mortgage Loan.

          (J)  NOTE:  the original Note or bond or other evidence?? indebtedness
evidencing the indebtedness of the Borrower/Mortgagor under a Mortgage Loan.

                                      -1-
<PAGE>
 
          (K)  PURCHASE PRICE: the purchase price for the Loan(s) described on
each Purchase Schedule shall be an amount as of the Settlement Date equal to the
sum of the: (1) unpaid principal balances of the Notes(s); (2) all interest
accrued (up to but not including the Settlement Date) but unpaid on the Note(s)
(prorated on a 30-day month - 360-day year); and (3) any premiums due Seller, if
applicable, in accordance with the Approval Advice or Purchase Schedule; (4)
less any discount due Buyer, if applicable, in accordance with the Approval
Advice or Purchase Schedule; and (5) less the fee for recordation of
assignments, if applicable.

          (L)  RELATED ASSETS:  the documents as further defined in Article IV 
(A)(iv) of this Agreement.

          (M)  SETTLEMENT DATE: the date of the funding or payment of Purchase
Price by the Buyer for Loans purchased pursuant to this Agreement. Each
Settlement shall be held at the offices of ContiMortgage Corporation, 500
Enterprise Road, Horsham, PA 19044.

          (N)  UNDERWRITING GUIDELINES/PURCHASING GUIDELINES EXHIBIT "C"
                                                             -----------    
attached hereto and made a part hereof as may from time to time be amended by
Buyer.

   III.   OFFER TO SELL AND ACCEPTANCE OF OFFER

          (A)  OFFER.  The Seller may offer from time to time to submit to the 
Buyer a list of the Loans, along with the Essential Mortgage File Documents, as 
defined herein, for each of the Loans, for the Buyer's review. The Buyer shall 
then deliver to the Seller a Purchase Schedule on which the Buyer has indicated 
which Loans, if any, the Buyer is offering to purchase from the Seller and the 
Purchase Price for the Loans Buyer is willing to purchase.

          (B)  ACCEPTANCE.  The Seller shall endorse the Notes and Mortgages 
evidencing the Loans on which the Seller agrees to accept the Buyer's offer to 
purchase. Such endorsement shall constitute the Seller's acceptance of the 
Buyer's offer to purchase the indicated Loans pursuant to the terms and 
conditions of this Agreement.

          On occasion, Buyer may issue to Seller a written Approval Advice in 
the form attached hereto, made a part hereto and marked EXHIBIT"D" to cover a 
                                                        ----------
specific Loan purchase by Buyer hereunder which is approved by Buyer in advance 
of said specific Loan being made by Seller. Any purchase made hereunder that is 
subject to an Approval Advice shall be governed first by the terms of such 
Approval Advice and then by the terms of this Agreement, and to the extent of a 
conflict between the Approval Advice and this Agreement, the Approval Advice 
shall govern for that purchase and only that purchase.

          Buyer shall have the absolute and sole discretion and option to agree 
or decline to purchase any Loan(s) submitted by Seller for review.

   IV.    PURCHASE AND SALE OF LOANS

          (A)  DELIVERY OF LOANS.
               -----------------

          On or before the business day immediately preceding each Settlement 
Date, the Seller shall deliver to the Buyer the following for each Loan 
purchased:

               (i)  Those Loans described by the Buyer on each Purchase Schedule
which are purchased by Buyer Pursuant to this Agreement.

              (ii)  The agreed-upon priority liens and/or Mortgages on Subject
Property.

             (iii)  The Note(s) and the Mortgage(s) endorsed by an authorized 
Officer of Seller to the Buyer pursuant to the Language set forth on Exhibit "E"
                                                                     -----------
attached hereto and made a part hereof together with an executed individual 
assignment to the Buyer, in recordable form and originals of all intervening 
assignments, if any, of the Seller's beneficial interest in the Mortgage, 
showing a complete chain of title from origination to the Seller, including 
warehousing assignment, with evidence of recording thereon.

              (iv)  Any and all documents, instruments, collateral agreements, 
and assignments and endorsements for all documents, instruments and collateral 
agreements referred to in the Notes and/or Mortgages or related thereto, 
including, without limitation, current insurance policies (private mortgage 
insurance, if applicable; flood insurance, if applicable; hazard insurance; 
title insurance; and other applicable insurance policies) covering the Subject 
Property or relating to the Notes and all files, books, papers, ledger cards, 
reports and records including, without limitation, loan applications, Borrower 
financial statements, separate assignment of rents, if any, credit reports and 
appraisals, relating to the Loans (the "Related Assets"). In all cases, the 
Related Assets shall be the original documents.

               (v)  The Essential Mortgage File Document List, including all 
writings evidencing the Loan(s) purchased by Buyer. In all cases, these 
documents shall be the original documents.

                                      -2-
<PAGE>
 
               (vi)  In the event that Seller cannot deliver to Buyer a ??ily 
recorded assignment of Mortgage or any other document required to be recorded 
under this Agreement on the Settlement Date solely because of a delay caused by 
the public recording office when such document(s) had been delivered for 
recordation, Seller shall deliver to the Buyer a certified copy of each such
document(s) with a statement thereon signed by an Officer of the Seller 
certifying each to be a true and correct copy of document(s) delivered to the 
appropriate public recording official for recordation. Seller shall deliver to 
Buyer such recorded document(s) with evidence of recording indicated thereon no
later than 15 days after Seller receives such document, but in any event, no
later than 120 days from the Settlement Date.

          (B)  PURCHASE AND SALE.
               ----------------- 

          On each Settlement Date hereunder, Seller shall sell, assign, 
transfer, convey and deliver to Buyer all of its right, title and interest in
and to the Loans, assets and documents as more fully enumerated and set forth in
Article IV(A)(i) through (vi) inclusive, which is incorporated herein by
reference.

          (C)  PURCHASE PRICE.  The Purchase Price to the Loan described on each
               --------------
Purchase Schedule shall be an amount as defined in Article 11(K) above.  The 
Purchase Price shall be payable as set forth in Article IV(D) below.

          (D)  PAYMENT OF PURCHASE PRICE.  On each Settlement Date, the Purchase
               -------------------------
Price shall be paid as follows: The Buyer shall deposit funds by wire to the 
Seller's bank as outlined on the Wire Transfer Authorization (EXHIBIT "F").
                                                              ----------- 

          (E)  PREMIUM REBATE.
               --------------
              
               (i) In the event that a premium is paid by the Buyer to the 
Seller on a Loan and such Loan is a fixed rate Loan secured by residential real 
property located in any state or an adjustable rate Loan secured by residential 
real property located in any state, except in Illinois, Indiana, Michigan, New 
Jersey and Pennsylvania, and said Loan is prepaid in full by the Borrower, other
than by a refinancing by the Buyer or any of its subsidiaries or affiliates, 
within twelve (12) months of Settlement Date the Seller shall, upon demand by 
the Buyer, refund to the Buyer the premium paid by the Buyer to the Seller as 
follows:  if prepayment in full is within one (1) month of the Settlement Date, 
12/12ths of the premium shall be refunded; if prepayment in full is within two
(2) months of the Settlement Date, 11/12ths of the premium shall be refunded; if
prepayment in full is within three (3) months of the Settlement Date, 10/12ths
of the premium shall be refunded; if prepayment in full is within four (4)
months of the Settlement Date, 9/12ths of the premium shall be refunded; if
prepayment in full is within five (5) months of the Settlement Date, 8/12ths of
the premium shall be refunded; if prepayment in full is within six (6) months of
the Settlement Date, 7/12ths of the premium shall be refunded; if prepayment in
full is within seven (7) months of the Settlement Date, 6/12ths of the premium
shall be refunded; if prepayment in full is within (8) months of the Settlement
Date 5/12ths of the premium shall be refunded; if prepayment in full is within
nine (9) months of the Settlement Date, 4/12ths of the premium shall be
refunded; if prepayment in full is within 10 months of the Settlement Date,
3/12ths of the premium shall be refunded; if prepayment in full is within eleven
(11) months of the Settlement Date, 2/12ths of the premium shall be refunded; if
prepayment in full is within twelve (12) months of the Settlement Date, 1/12th
of the premium shall be refunded. In the event any fixed rate Loan is prepaid in
full later than twelve (12) months from the Settlement Date of such Loan, no
refund shall be due. In the event the Note carries a prepayment penalty, the
Buyer agrees first to recapture the premium rebate from the proceeds of the
prepayment penalty and then from the Seller, if there is any deficient balance
according to the refund calculation specified above.

               (ii)  In the event that a premium is paid by the Buyer to the 
Seller on a Loan and such Loan is an adjustable rate Loan secured by real
property located in the State of Illinois, Indiana, Michigan, New Jersey or
Pennsylvania and is prepaid in full by the Borrower, other than by a refinancing
by the Buyer or any of its subsidiaries or affiliates, within eighteen (18)
months of the Settlement Date, the Seller shall, upon demand by the Buyer,
refund to the Buyer the premium paid by the Seller as follows: if prepayment in
full is within one (1) month of the Settlement Date, 18/18ths of the premium
shall be refunded; if prepayment in full is within two (2) months of the
Settlement Date, 17/18ths of the premium shall be refunded; if prepayment in
full is within three (3) months of the Settlement Date, 16/18ths of the premium
shall be refunded; if prepayment in full is within four (4) months of the
Settlement Date, 15/18ths of the premium shall be refunded; if prepayment in 
full is within (5) months of the Settlement Date, 14/18ths of the premium shall 
be refunded; if prepayment in full is within six (6) months of the Settlement 
Date 13/18ths of the premium shall be refunded; if prepayment in full is within 
seven (7) months of the Settlement Date 12/18ths of the premium shall be 
refunded; if prepayment in full is within eight (8) months of the Settlement 
Date, 11/18ths of the premium shall be refunded; if prepayment in full is within
nine (9) months of the Settlement Date, 10/18ths of the premium shall be 
refunded; if prepayment in full is within ten (10) months of the Settlement Date
9/18ths of the premium shall be refunded; if prepayment in full is within eleven
(11) months of the Settlement Date, 8/18ths of the premium shall be refunded; if
prepayment in full is within twelve (12) months of the Settlement Date, 7/18ths
of the premium shall be refunded; if prepayment in full is within thirteen (13)
months of the Settlement Date, 6/18ths of the premium shall be refunded; if
prepayment in full is within fourteen (14) months of the Settlement Date,
5/18ths of the premium shall be refunded; if prepayment in full is within
fifteen (15) month of the Settlement Date, 4/18ths of the premium shall be
refunded; if prepayment in full is within sixteen (16) months of the Settlement
Date, 3/18ths of the premium shall be refunded; if prepayment in full is within
seventeen (17) months of the Settlement Date, 2/18ths of the premium shall be
refunded; if prepayment in full is within eighteen (18) months of the Settlement
Date, 1/18th of



<PAGE>
 
the premium shall be refunded. In the event any adjustable rate Loan is prepaid 
in full later than eighteen (18) months from the Settlement Date of such Loan, 
no refund shall be due. In the event the Note carries a prepayment penalty, the 
Buyer agrees first to recapture the Premimum Rebate from the proceeds of the 
prepayment penalty and then from the Seller, if there is any deficient balance 
according to the refund calculation specified above.

     V.   REPRESENTATIONS AND WARRANTIES OF THE SELLER

          (A)  REPRESENTATIONS AND WARRANTIES OF THE SELLER - GENERAL. It is 
               ------------------------------------------------------
understood and agreed by Seller and Buyer that as a material inducement to Buyer
to enter into this Agreement the Seller hereby represents and warrants to the 
Buyer as follows:

               1.   The Seller is an organization as set forth in the 
introductory paragraph of this Agreement and is duly organized, validly existing
and in good standing under the laws of the state of its incorporation, and is 
duly qualified as a foreign corporation in all jurisdictions therein the 
character of the property owned or leased or the nature of the business 
transacted by it makes qualification as a foreign corporation necessary.

               2.   The execution and delivery of the Agreement by the Seller 
and the performance by the Seller of the obligations to be performed by it 
hereunder have been duly authorized by all necessary corporate or other similar 
action. Prior to the first Settlement Date, the Seller shall deliver to the 
Buyer certified copies of relevant corporate or similar resolutions and a good 
standing certificate for the state of its incorporation and, as requested by 
Buyer, for each state in which Seller is registered to do business. It is within
Buyer's discretion to periodically request good standing certificates for all 
states in which Seller is registered to do business.

               3.   The execution and delivery of this Agreement by the Seller 
and the performance by the Seller of the obligations to be performed by it 
hereunder did not, and will not, violate any provision of any law, rule, 
regulation, order, writ, judgment, injunction, decree, determination or award 
presently in effect having applicability to the Seller or to the charter or 
bylaws of the Seller. All parties which have had any interest in the Mortgages, 
whether as mortgagee, assignee (other than Buyer or assignee of Buyer) or pledge
are (or during the period in which they held and disposed of such interest, ??) 
in compliance with all applicable licensing requirements of the federal, state, 
and local government wherein the Subject Property is located.

               4.   The execution and delivery of this Agreement by the Seller 
and the performance by the Seller of the obligations to be performed by it 
hereunder did not and will not result in a breach of or constitute a default 
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Seller is a party or by which it or its properties may 
be bound or affected.

               5.   This Agreement constitutes, when duly executed and delivered
by the Seller, a legal, valid and binding obligation of the Seller enforceable 
against the Seller according to its terms, except as such enforcement may be 
limited by bankruptcy, insolvency, reorganization, receivership, moratorium, or 
similar laws affecting creditors' rights in general, including equitable ???.

               6.   There are no actions, suits or proceedings pending or, to 
the knowledge of the Seller, threatened against or affecting the Seller or the 
properties of the Seller before any court or governmental department, 
commission, board, bureau, agency or instrumentality, domestic or foreign, 
which, if determined adversely to the Seller, would have a material adverse 
effect on the financial condition, properties or operation of the Seller. Any 
consent by the Buyer to purchase Loans pursuant to this Agreement shall 
automatically terminate if: (a)-a decree or order of a court or agency 
supervisory authority having jurisdiction for the appointment of a conservator 
or receiver or liquidator in any insolvency, readjustment of debt, marshalling 
of assets and liabilities, bankruptcy proceeding or any similar proceedings, or 
for the winding up or liquidation of its affairs, shall have been entered 
against the Seller or a Borrower and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or (b) the Seller or a 
Borrower shall consent to the appointment of a conservator or receiver or 
liquidator in any insolvency, readjustment of debt, marshalling of assets and 
liabilities, bankruptcy or similar proceedings relating to the Seller or 
relating to all or substantially all of its property; or (c) the Seller or 
Borrower shall admit in writing its inability to pay its debts as they become 
due, file a petition to take advantage of any applicable insolvency, 
reorganization or bankruptcy statute, make and assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.

          (B)  REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO EACH LOAN. It 
               ------------------------------------------------------------
is understood and agreed by Seller and Buyer that as a material inducement to 
Buyer to enter into this Agreement the Seller hereby represents and warrants to 
the Buyer as of each Settlement Date with respect to each Loan purchased:

               1.   The Seller is a holder-in-due-course of each Note within the
meaning of the Uniform Commercial Code and is the sole owner of the Loan and has
the right to assign and transfer the Loan to the Buyer. The Seller has not sold,
assigned or otherwise transferred any right or interest in or to the Loan and 
has not pledged the Loan as collateral for any loan or obligation of Seller or 
other purpose. The assignment of the Loan by the Seller to Buyer validly 
transfers such Loan to Buyer free and clear of any pledges, liens, claims, 
encumbrances, Mortgages, charges, exceptions and/or security interests.

               2.   Except as expressly disclosed to and agreed to by the Buyer
in writing, each Loan conforms to: (a) Underwriting Guidelines of Buyer, and (b)
the conditions of the Approval Advice (if applicable).

<PAGE>
 
               3.   All information set forth in any purchase Schedule is true 
and correct in all respects, and all other information furnished to Buyer by 
Seller with respect to the Loan(s) purchased is true and correct as of the 
Settlement Date.

               4.   Each Note and Mortgage and the related Assets are in every 
respect genuine, are the valid instrument they purport on their face to be, are 
the legal, valid, binding and enforceable obligation of the Borrower thereunder 
and not subject to any discount, allowance, setoff, counterclaim, presently 
pending bankruptcy or other defenses; none of the Notes, Mortgages, or Related 
Assets are forged or have affixed thereto any unauthorized signature or have 
been entered into by any persons without the required legal capacity; and no 
foreclosure (including any non-judicial foreclosure) or any other legal action 
has been brought by the Seller or any senior lienholder in connection therewith.

               5.   No instruments other than those delivered herewith are 
required under applicable law to evidence the indebtedness represented by the 
Loan(s) or ??? perfect the lien of the Mortgage(s).

               6.   Except as has been disclosed to and agreed to by the Buyer 
in writing, there is no agreement with the Borrower regarding any variation of 
the interest rate and schedules of payment (except as described in the Note and 
Mortgage) or other terms and conditions of the Loan, no Borrower has been 
released from liability on the Note, and no property has been released from the 
Mortgage. If the Loan is a variable rate loan, the Seller represents and 
warrants as of each Settlement Date that all applicable notices required by law 
or regulation have been provided to the Borrower and that the right to future 
changes in the interest rate and payment schedules has not been waived by the 
Seller or any previous holder of the Loan.

               7.   The Loan is secured by a valid Mortgage, of the agreed-upon 
priority, on real property, and such Mortgage has been properly received by the 
appropriate public recording official to be filed, recorded or otherwise 
perfected in due course in accordance with applicable law in the appropriate 
jurisdiction.

               8.   There are no violations of any applicable federal or state 
law or regulation, including, without limitation, Fair Credit Reporting Act and 
Regulations, the Federal Truth-in-Lending Act and Regulation Z (including but 
not limited to Section 32), the Federal Equal Credit Opportunity Act and 
Regulation B, the Federal Real Estate Settlement Procedures Act and Regulations,
the Federal Debt Collection Practices Act, the Home Mortgage Disclosure Act, and
any federal or state usury laws and regulations. All disclosures required by 
law, federal, state or local, were properly made by the Seller prior to the 
closing of the Loan.

               9.   The Seller holds a marked-up title policy or a title 
insurance binder or title certificate which is in full force and effect; which 
has an insurance ?? it at least as great as the outstanding principal balance of
the Loan; which names the Seller, its successors and assigns as the insured 
party; and which is issued by a title insurer which has been approved by the 
Buyer in writing and is qualified to do business in the jurisdiction where the 
Subject Property is located. Said policy shall:

                    (i)   insure the absence of any lien of taxes and other 
assessments;

                    (ii)  disclose whether all taxes and other assessments due
as of the date of the policy have been paid in full; and

                    (iii) disclose all other matters to which like properties 
are commonly subject.

                    If the Buyer purchases a Loan having relied on a marked-up 
title insurance binder or title certificate rather than a title insurance 
policy, the Seller shall have thirty (30) days to deliver to the Buyer the title
insurance policy.

               10.  As of the Settlement Date the Seller has transferred to 
Buyer all of its right, title and interest in the Note(s), Mortgage(s) and 
Related Assets for each Loan purchased free and clear of any pledge, liens, 
claims, encumbrances, Mortgages, charges, exceptions or security interests other
than as is disclosed in the title insurance policy to each Loan, together with 
an individual flood insurance policy (to the extent required by the Flood 
Disaster Protection Act) and an individual ????? hazard insurance policy 
(including fire and extended coverage and other matters as are customary in the 
area of the Subject Property), or a blanket policy in lieu thereof, or a 
certificate if the Buyer agrees in writing to except a certificate, insuring the
Subject Property, with a loss payable clause in favor of the Seller, its 
successors and assigns in an amount equal to the lower of: (a) the replacement 
value of the Subject Property, or (b) the unpaid principal balance of the Loan 
and the senior mortgage deed(s) of trust loan.

               11.  The Note and Mortgage contains customary, valid, legal and 
enforceable provisions such as to render the rights and remedies of the holder 
thereof adequate for the realization against the Subject Property of the 
benefits of the security created thereby.

               12.  The proceeds of the Loan have been fully disbursed and any 
and all requirements as to completion of on-site and off-site improvements and 
disbursement of any escrow funds therefore have been complied with.
<PAGE>
 
          13.  There are no mechanic's liens or similar liens or claims which 
have been filed for work, labor or material affecting the Subject Property which
are or may be liens prior to or equal with the lien of the Mortgage and senior 
Mortgage(s).

          14.  The Subject Property is free of material damage and waste and is 
in good repair and there is no proceeding pending or threatened for the total or
partial condemnation of the Subject Property, and the Subject Property is free 
and clear of all hazardous material.

          15.  All matured obligations pursuant to the Note and Mortgage have 
been paid or performed and the Seller has not waived any defaults, breach, 
violation or event of acceleration.

          16.  The Seller has no knowledge of any fact as to such Loan which it 
has failed to disclose which would materially and adversely affect the value or 
marketability of such Loans.

          17.  The Seller has no knowledge of any impediments to title that 
adversely affect the value, enjoyment or marketability of the Subject Property.

          18.  Where required by state law, the Seller has filed for record a 
request for notice of any action by a senior lienholder under a senior lien, and
the Seller has notified any superior lienholder in writing of the existence of 
the Loan and requested notification of any action to be taken against the 
Borrower by the superior lienholder. The Seller shall, upon request of the
Buyer, cooperate in recording a new request for action in favor of the Buyer and
in providing superior lienholders with written requests for notification to the
Buyer of action against the Borrower.

          19.  There is no default, breach, violation or event of acceleration 
existing under any senior Mortgage which, with notice, and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of 
acceleration.

          20.  Each Note and Mortgage contains a provision for the acceleration 
of the payment of the unpaid principal balance of the Mortgage Loan in the event
the related Mortgaged Property is sold without the prior consent of the 
mortgagee thereunder.

          21.  All real estate appraisals made in the connection with each Loan 
shall have been performed in accordance with industry standards in the 
appraising industry in the area where the appraised property is located. Any 
variances ascertained pursuant to Article VI(G) of this Agreement greater than 
ten (10%) percent shall constitute conclusive evidence of a breach of this 
warranty.

          22.  To the best of Seller's knowledge no hazardous or toxic materials
or wastes or products regulated by any law or ordinance or asbestos or asbestos 
products or materials or polychlorinated biphenyls or urea formaidehyde 
insulation have been used or employed in the construction, use or maintenance of
the Subject Property or have ever been stored, treated at or disposed of on the 
Subject Property.

          23.  To the best of Seller's knowledge there has not occurred nor has 
any person or entity alleged that there has occurred, upon the Subject Property 
any spillage, leakage, discharge or release into the air, soil or groundwater of
any hazardous material or regulated wastes.

          24.  The Seller has not, in connection with each Loan purchased by 
Buyer, taken any action which might result in a claim against the Buyer or an 
obligation by the Buyer to refund unearned finance charges, credit life 
insurance premiums or any other fees in respect to the transactions between 
Buyer and Seller as described in this Agreement. The Seller agrees to indemnify 
and hold the Buyer harmless from and against any claims, liabilities, damages or
costs (including reasonable attorney fees) relating to any Borrower, insurer or 
other party who claims to be due a refund of finance charges or insurance 
premiums or any other fees in connection with transactions contemplated by this 
Agreement.

          25.  The Seller has not, in connection with each Loan purchased by 
Buyer, incurred any obligation, made any commitment or taken any action which 
might result in a claim against the Buyer or an obligation by the Buyer to pay a
sales brokerage commission, finder's fee or similar fee in respect to the 
transactions between Buyer and Seller as described in this Agreement. The Seller
agrees to indemnify and hold the Buyer harmless from and against any claims, 
liabilities, damages or costs (including reasonable attorney fees) relating to 
any broker, agent or finder or other person, who shall claim to have dealt on 
behalf of the Seller in connection with the transactions contemplated by this 
Agreement.

          26.  Seller agrees that for the time period of 36 months beginning 
from the applicable settlement date, not to take any action to solicit Borrowers
individually in order to effect the refinancing of any Loans previously 
purchased by Buyer from Seller. In the event a Borrower elects to refinance with
Seller a Loan purchased by Buyer from Seller, and such Loan is currently owned 
or serviced by Buyer or Buyer otherwise retains a financial interest in the 
Loan, Buyer will have the right of first refusal on the purchase of the 
refinancing.

                                      -6-
<PAGE>
 
     VI.  BREACH OF REPRESENTATION AND WARRANTIES

          (A)  REMEDY FOR BREACH. In addition to any rights or remedies the 
               -----------------
Buyer has at law or in equity, if at any time there is a breach of any 
representation or warranty set forth herein by Seller, the Seller shall upon 
demand of the Buyer and at the sole option and absolute discretion of Buyer: (1)
repurchase the Loan affected for the Buy-Back Price within ten (10) days of 
notification; or (2) if the Loan(s) has been sold by Buyer or the Subject 
Property has been liquidated or sold by Buyer, the Seller shall, within ten (10)
days of notification, pay the Buyer the amount of loss, (as defined in Article 
VI(D) below).

          (B)  REASSIGNMENTS. Upon receipt of the Buy-Back Price, in full, in 
               -------------
immediately available funds, the Buyer shall reassign the Loan affected and any 
right it may have in the relevant Subject Property to the Seller free and clear 
of all liens, encumbrances, claims, or interest of any person or entity claiming
by, through, or under the Buyer without recourse and shall execute and deliver 
to the Seller in recordable form an assignment of the Buyer's beneficial 
interest in the affected Mortgage, as well as other documents necessary to 
reflect the reassignment of any title protection and insurance policies.

          (C)  "BUY-BACK PRICE". The term "Buy-Back Price" shall mean the sum 
               ----------------
total of: (1) the outstanding principal balance of the Loan, with accrued 
interest thereon through the date the Loan is repurchased by Seller; (2) all 
advances made by Buyer and all charges due from the Borrower; (3) the total 
amount, including accrued interest and other expenses paid by the Buyer to any 
senior lienholders, if any, to secure a priority lien position; (4) all 
reasonable and necessary expenses, losses and damages paid or incurred by the 
Buyer in connection with the Loan or an investigation of said Loan and/or the
related collateral, including, but not limited to, property taxes, maintenance 
costs, interest expense, insurance, appraisals, advertising, sales commissions, 
reasonable attorney fees, expenses and costs, fines and penalties; and (5) 
rebate of premium due Buyer, if applicable.

          (D)  DEFINITION OF "LOSS": The term "Loss" shall mean the negative 
               --------------------
result, if any, of the following calculations: (a) the sum total of: (i) the 
outstanding principal balance of the Loan, with accrued interest thereon through
the date the Loan is sold or date the collateral is liquidated; (ii) all 
advances by Buyer and all charges due from the Borrower; (iii) the total amount 
paid by the Buyer to any senior lienholders, if any, to secure a first lien 
position; (iv) accrued interest on all Mortgage Loans purchased from senior 
lienholders from the date such Mortgage Loans were purchased through the date 
the Loan is sold or the date the collateral is liquidated; and (v) all other 
reasonable and necessary expenses, losses and damages incurred by and/or paid by
the Buyer in connection with the Loan or an investigation of said Loan or the 
sale or liquidation of the Loan and/or the related collateral, including, but 
not limited to, reasonable attorney fees, expenses and costs, property taxes, 
maintenance costs, insurance, appraisals, advertising, sales commissions, fines 
and penalties; less the (b) net proceeds from the sale of the Loan or the sale 
or liquidation of the Subject Property or the collateral.

          (E)  REMEDY FOR NON-DELIVERY OF DOCUMENTS.  However, anything to the
               ------------------------------------
contrary notwithstanding, in the event that the Seller is required to deliver to
the Buyer any documents related to a purchased Loan and the Seller fails to 
deliver such document in the proper form on the date or within the time period 
specified by the controlling section of this Agreement, Buyer shall notify the 
Seller of the breach, and the Seller shall have thirty (30) days from the date 
of notice to cure the breach.  If the Seller has not cured the breach within the
thirty (30) day cure period, the Seller shall immediately repurchase the Loan 
upon Buyer's demand.  The Buy-Back Price shall be determined in accordance with 
Article VI(C).  Any Loan returned by the Buyer pursuant to this paragraph shall 
be without recourse, representation or warranty.

          (F)  REMEDY FOR FIRST PAYMENT DEFAULT.  However, anything to the 
               --------------------------------
contrary notwithstanding, in the event the Borrower fails to make the first 
payment due to the Buyer within thirty (30) days of the payment due date, 
regardless of whether such payment is subsequently paid by the Borrower, the 
Buyer, at its sole and absolute discretion, shall have the right to have Seller 
repurchase said Loan(s) at the Buy-Back Price.

          (G)  REMEDY TO INSURE ACCURACY OF REAL ESTATE APPRAISALS.  Buyer may, 
               ---------------------------------------------------
at its own expense, in order to verify the accuracy of real property appraisals 
prepared for Seller, order a reappraisal of the property secured by a Mortgage. 
If the reappraisal obtained by Buyer indicate a fair market value which is more 
than ten (10%) percent less than the original appraisal value, then upon receipt
by Seller from Buyer of a signed copy of the reappraisal, Seller shall
repurchase the Loan at the Buy-Back price (as defined in Article VI(C), above)
and reimburse Buyer for the cost of the appraisal subject to the following. If
seller disputes the validity of the reappraisal prepared by Buyer's appraiser,
Seller may at its own expense, request Buyer to obtain a third appraisal, and
only if such third appraisal is also more than (10%) percent less than the
original appraisal value shall the Seller be required to repurchase the Loan at
the Buy-Back Price. Buyer shall choose the appraiser for the third appraisal
with Seller's approval, which shall not be unreasonably withheld, but such
appraiser for the third appraisal with Seller's approval, which shall not be
unreasonably withheld, but such appraiser must posses the minimum qualifications
specified in Buyer's Underwriting Guidelines. The appraisal must be performed in
accordance with industry standards for the appraising industry in the area in
which the property is located, and the appraiser must be independent with
respect to both parties unless otherwise agreed to by the parties. In
determining the appropriate appraisal value, the review appraiser must determine
the appraised value as of the original appraisal date using comparable sales
that were available as of the date of the original appraisal.

          However, anything to the contrary notwithstanding, the Buyer reserves 
the sole right not to request the Seller to repurchase the Loan should the 
reappraisal cause the combined loan-to-value not to exceed the maximum allowable
combined loan-to-value of the loan class under which the loan was purchased.
<PAGE>
 
  VII.    REPRESENTATIONS AND WARRANTIES OF THE BUYER

          The Buyer hereby represents and warrants to the Seller as follows:

          (A)  The Buyer is an organization as set forth in the introductory 
paragraphs and is duly organized, validly existing and in good standing under 
laws applicable to its organization's existence.

          (B)  The execution and delivery of this Agreement by the Buyer and the
performance by the Buyer of the obligations by it to be performed hereunder have
been duly authorized by all necessary corporate resolutions.

          (c)  The execution and delivery of this Agreement by the Buyer and the
performance by the Buyer of the obligations by it to be performed hereunder do 
not, and will not, violate any provision of any law, rule, regulations, order, 
writ, judgment, injunction, decree, determination or award presently in effect 
having applicability to the Buyer or to the charter or bylaws of the Buyer.

          (D)  The execution and delivery of this Agreement by the Buyer and 
the performance by the Buyer of the obligations by it to be performed hereunder 
do not and will not result in a breach of or constitute a default under any 
indenture or loan or credit agreement or any other agreement, lease or 
instrument to which the Buyer is a party or by which it or its properties may be
bound or affected.

          (E)  This Agreement constitutes, when duly executed and delivered by 
the Buyer, a legal, valid and binding obligation of the Buyer enforceable 
against the Buyer according to its terms, except as such enforcement may be 
limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 
similar laws affecting creditors' rights in general, including equitable 
remedies.

          (F)  There are no actions, suits or proceedings pending or, to the 
knowledge of the Buyer, threatened against or affecting the Buyer or the 
properties of the Buyer before any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which if
determined adversely to the Buyer, would have a material adverse effect on the
financial condition, properties or operation of the Buyer.

          (G)  Buyer has the authority and legal right to make, deliver and 
perform this Agreement and all transactions contemplated hereunder. No consent 
of any other party and no consent, license, approval or authorization of, or 
registration, or declaration with, any governmental authority, bureau or agency 
is required in connection with the execution, delivery, validity or 
enforceability of this Agreement or purchase of any Loan, which consent, 
license, approval, authorization, registration or declaration has not been 
obtained. Buyer shall make available to Seller copies of any required license
upon Seller's request.

  VIII.   INDEMNIFICATION

          (A)  Seller agrees to protect, indemnify, and hold Buyer and its 
employees, officers, and directors, harmless against, and in respect of, any and
all losses, liabilities, costs and expenses (including reasonable attorney's 
fees), judgments, damages, claims, counterclaims, demands, actions or 
proceedings, by whomsoever asserted, including but not limited to, the 
Borrowers, against any person or persons who prosecute or defend any actions or 
proceedings as representatives of or on behalf of a class or interested group, 
or any governmental instrumentality, body, agency, department or commission, or 
any administrative body or agency having jurisdiction pursuant to any applicable
statute, rule, regulation, order or decree, or the settlement or compromise of 
any of the foregoing, providing, however, any of the foregoing arises out of, is
connected with or results from any breach of representations, covenants or 
warranties made by Seller in relation to the Loans sold to Buyer hereunder.

          (B)  The waiver of any breach, term, provision or condition of this 
Agreement shall not be construed to be a waiver of any other or subsequent 
breach, term, provision or condition. All remedies afforded by this Agreement 
for a breach hereof shall be cumulative; that is, in addition to all other 
remedies provided for herein or at law or in equity.

          (C)  Provided further, in the event of any legal action, including
counterclaims, wherein the claim is based upon alleged facts that would
constitute a breach of any one or more of the warranties, covenants, and
representations made or assumed by Seller under the terms hereof, Seller shall
thereupon, at Buyer's option, repurchase without recourse such Loan at the Buy-
Back Price.

          (D)  The indemnification contained in (A) and (B) above is applicable 
to any servicing of the Loans purchased hereunder which is performed by the 
Seller.

  IX.     RELATIONSHIP OF THE PARTIES

          It is agreed that the Seller and the Buyer are not partners or joint 
venturers and that the Seller is not to act as an agent for the Buyer in 
originating, administering or collecting any Loan, but shall have the status of 
and shall act in all matters hereunder as an independent contractor.

                                      -8-

<PAGE>
 
  X.      OPINION OF COUNSEL

          The Seller shall deliver to the Buyer in form and substance 
satisfactory to the Buyer and its counsel on or before the first Settlement Date
hereunder, an opinion of the Seller's independent outside counsel pursuant to 
EXHIBIT "G," attached hereto and made a part hereof, opining on the provisions 
----------
of Articles V(A)1 through V(A)6 inclusive and the Opinion of Counsel will cover 
all Loans purchased by Buyer under this Agreement unless the opinion is 
rescinded or revoked by the Law Firm rendering the Opinion.

  XI.     CLOSING DOCUMENTS

          The Seller shall have delivered to Buyer an officer's certificate, 
attested to by the Secretary of the Seller, stating the names and showing the 
facsimile signatures of the officers of Seller authorized to execute and deliver
this Agreement; endorse Notes(s), Mortgage(s), and Assignment(s); and authorize
the bank accounts for Buyer to utilize for funding Loans (EXHIBIT "H"). Seller
                                                          -----------
shall deliver to Buyer a good standing certificate for its State of
Incorporation. It is within Buyer's discretion to periodically request good
standing certificates for all states in which Seller is registered to do
business. In addition, Seller shall provide Buyer copies of all applicable
lending licenses.

  XII.    MISCELLANEOUS

          (A)  ADDITIONAL COVENANTS.
               --------------------

               1.   Each party shall, from time to time, execute and deliver or
cause to be executed and delivered, such additional instruments, assignments, 
endorsements, papers and documents as the other party may at any time reasonably
request for the purpose of carrying out of this Agreement and the transfers 
provided for herein.

               2.   The Seller shall, upon request of the Buyer, sign a letter, 
in form to be approved by the Buyer and in conformity with the terms and 
conditions hereof, addressed to all Borrowers on the Loans, announcing the sale 
evidenced hereby and instructing such Borrowers to recognize the Buyer as the 
Seller's successor in interest to such Loans.

               3.   After any Settlement Date hereunder, the Seller will hold in
trust for the Buyer all sums received by the Seller from Borrower(s) on any Loan
purchased pursuant to this Agreement and pay them to the Buyer within three (3) 
business days of the receipt of those sums.

               4.   Any and all decisions made by Buyer in good faith to take 
action or to not take action relative to a Loan, including, but not limited to, 
the sale or liquidation of a Loan, Subject Property or collateral shall be final
and conclusively binding upon Seller in the event Seller does not repurchase a 
Loan within ten (10) days of notification by Buyer pursuant to Section VI of 
this Agreement.

               5.   In order to enforce Buyer's rights under this Agreement, 
Seller shall, upon the request of Buyer or its assigns, do and perform or cause 
to be done and performed, every reasonable act and thing necessary or advisable 
to put Buyer or its assigns in position to enforce the payment of the Loans and 
to carry out the intent of this Agreement, including the execution of and, if 
necessary, the recordation of additional documents including separate 
endorsements and assignments upon request of Buyer. In addition, Seller hereby 
irrevocably appoints any officer or employee of Buyer or its assigns its true 
and lawful attorney to do and perform every act necessary, requisite, proper, or
advisable to be done to put Buyer or its assigns in position to enforce the 
payment of the Loans. (Said Power of Attorney is set forth as EXHIBIT "I.")
                                                              ------------

          (B)  SURVIVAL OF COVENANTS, AGREEMENTS, REPRESENTATIONS AND 
               ------------------------------------------------------
WARRANTIE; SUCCESSORS AND ASSIGNS. All warranties, representations and 
---------------------------------
covenants made by either party in this Agreement or in any other instrument 
delivered by either party to the other, including those made by third parties 
for the benefit of either party, shall be considered to have been relied upon by
the other party (unless otherwise agreed in writing by the parties) and shall 
survive the termination of this Agreement. The Buyer reserves the right to 
proceed against third parties to enforce any representations, warranties and 
covenants made by them for the benefit of the Seller.

          (C)  SEVERABILITY. If any provision, or part thereof, of this 
               ------------
Agreement is invalid or unenforceable under any law, such provision, or part
thereof, is and will be totally ineffective to that extent, but the remaining 
provisions, or part thereof, will be unaffected.

          (D)  ATTORNEYS' FEES. However, anything to the contrary 
               ---------------
notwithstanding, in the event of any action at law, in equity, arbitration or 
otherwise between the parties in relation to this Agreement or any Loan or other
instrument or agreement required or purchased or sold hereunder, the 
non-prevailing party, in addition to any other sums which such party shall be 
required to pay pursuant to the terms and conditions of this Agreement, at law, 
in equity, arbitration or otherwise shall also be required to pay to the 
prevailing party all costs and expenses of such litigation, including reasonable
attorney fees.

                                      -9-

<PAGE>
 
          (E)  WAIVERS. No waiver of any term, provision or condition of this 
               -------
Agreement, whether by conduct or otherwise, in any one or more instances, shall 
be deemed to be, or construed as a further or continuing waiver of any such 
term, provision or condition, or of any other term, provision or condition of
this Agreement.

          (F)  NOTICE. Any notice or other communication in this Agreement 
               ------
provided or permitted to be given by one party to the other must be in writing
and given by personal delivery or by depositing the same in the United States
mail (certified mail, return receipt requested), addressed to the other party to
be notified, postage prepaid. For purposes of notice, the addresses of the
parties shall be as follows:

          BUYER          CONTIMORTGAGE CORPORATION
                         500 Enterprise Road
                         Horsham, PA 19044

          ATTENTION:     Jerry Schiano, Senior Vice President, Sales

          SELLER:        EMB MORTGAGE CORPORATION
                         3200 Bristol Street 8th Floor
                         Costa Mesa, CA 92626

          ATTENTION:     William V. Perry, President

          The above address may be changed from time to time by written notice 
from one party to the other.

          (G)  INSURANCE PREPAYMENT. Insurance refund or credits of any kind
               --------------------
whatsoever shall be the sole responsibility of the Seller in the event of
prepayment of any Loan, cancellation of insurance or any other event requiring
refunding or crediting of unearned insurance premiums. Upon the Buyer's demand,
Seller shall pay to the Buyer, from the Seller's own funds, any required
insurance premium rebate resulting from the prepayment, cancellation,
refinancing or other termination of any Mortgage Loan. Upon such payment, Buyer
shall assign in writing any rights it had to require that the insurer reimburse
Buyer for any rebate made to Borrower.

          (H)  ASSIGNMENT. The Seller shall not, without the prior written
               ----------
consent of the Buyer, assign any of its rights or obligations hereunder.


          (I)  CAPTIONS. Paragraph or other headings contained in this Agreement
               --------
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

          (J)  ENTIRE AGREEMENT. This Agreement and the Exhibits attached
               ---------------- 
hereto, and the documents referred to herein or executed concurrently herewith
constitute the entire agreement between the parties hereto with regard to the
subject matter hereof, and there are no prior agreements, understandings,
restrictions, warranties or representations between the parties with respect
thereto.

          (K)  GOVERNING LAW. This Agreement shall be governed by and construed
               -------------
in accordance with the laws of the Commonwealth of Pennsylvania. The provisions
of this paragraph shall not affect the provisions of any Note, Mortgage or
Related Assets which cause the laws of the United States or any other state to
be applicable. This Agreement shall be interpreted fairly in accordance with its
provisions and without regard to which party drafted it.

          (L)  TERMINATION. This Agreement is terminable by either the Buyer or
               -----------
Seller upon ninety (90) days' written notice of termination to the non-
terminating party. Upon such termination, Buyer must honor any outstanding
commitments or Approval Advices issued to Seller and purchase all Loans subject
to such commitment or Approval Advice. Notwithstanding the foregoing, Buyer has
the option of terminating this Agreement immediately upon notice to the Seller
upon the Seller's breach of any of the Representations and Warranties contained
in Article V of this Agreement, and Buyer shall have no obligation to honor any
written notice to the Buyer upon the breach of any of Buyer's representations
and warranties contained in Article VII of this Agreement.

          (M)  ARBITRATION, JURISDICTION AND VENUE.
               ----------------------------------- 

          With respect to any controversy, argument or claim arising out of or
relating to this Agreement, or any breach thereof (including, but not limited
to, a request for emergency relief), the parties hereby consent to the exclusive
jurisdiction of the Court of Common Pleas of Montgomery County, Pennsylvania or
the Federal District Court for the Eastern District of Pennsylvania and waive
personal service of any and all process upon them and consent that all such
service of process made by registered or certified mail directed to them at the
address stated herein and service so made shall be deemed to be completed five
(5) days after mailing. The parties waive trial by jury and waive any objection
to jurisdiction and venue of any action instituted hereunder, agree not to
assert any defense based on lack of jurisdiction or venue and consent to the
granting of such legal or equitable relief as is deemed appropriate by the
court, including, but not limited to, any emergency relief, injunctive or
otherwise.

          However, anything to the contrary notwithstanding, except with respect
to emergency relief, Buyer shall have the sole and exclusive option and
discretion to have any controversy, argument or claim arising out of


                                     -10-
 












<PAGE>
 
or relating to this Agreement, or any breach thereof, settled in Philadelphia, 
Pennsylvania in accordance with the Rules of the American Arbitration 
Association (as modified below), and judgement upon the award may be entered in 
any Court having jurisdiction thereof.

          The arbitration panel shall be made up of three members which shall be
appointed: one by Buyer, one by Seller and the third by the first two
arbitrators. Each arbitrator shall be a lawyer experienced in matters relating
to real estate and mortgage banking. Discovery shall be permitted in connection
with the arbitration proceeding within the reasonable discretion of the
arbitration panel. The decision (award) shall be in writing and shall set forth
the rationale and legal basis therefor, and such decision may be appealed by
either party if the party believes that the written decision (award) is based
upon an error of law. The facts determined by the original panel will be final
and no appeal of such findings may be made. Such appeal shall be taken to a
three-member arbitration panel, the members of which shall be selected in
accordance with the above-described procedures, and the panel's review shall be
limited to the application of the statutory and decisional law of the
Commonwealth of Pennsylvania (as modified by Paragraph XII(K) above) to the
facts of the dispute as determined in writing by the original arbitration panel.

          (N)  ENDORSEMENTS.
               ------------

          In the event that the remedies or other terms outlined in this 
Agreement conflict with the terms of any endorsement by the Seller of any Note 
evidencing a Loan purchased by the Buyer from the Seller, including, but not 
limited to, an endorsement stating that the assignment of the Note is without 
recourse, the remedies and terms of this Agreement shall govern and control.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written:


     BUYER:    CONTIMORTGAGE CORPORATION

                   /s/ JERRY SCHIANO  
               BY:-----------------------------------         
                       JERRY SCHIANO 
                      
               TITLE: Senior Vice President, Sales 


     SELLER:   EMB MORTGAGE CORPORATION


                  /s/ WILLIAM V. PERRY                
               BY:-----------------------------------
                      WILLIAM V. PERRY  
                     
               TITLE: President