FOURTH AMENDMENT dated as of August 19, 1999
                           (this "Amendment") to the Credit Agreement (as
                           previously amended, the "Credit Agreement") dated as
                           of January 7, 1997, among ContiFinancial Corporation,
                           a Delaware corporation (the "Borrower"), the Lenders
                           party thereto and Credit Suisse First Boston, New
                           York Branch, as Administrative Agent.

                  A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrower on the terms and subject to the conditions set forth
therein.

                  B. The Borrower has requested that the Lenders extend the
Maturity Date and amend certain other provisions of the Credit Agreement as set
forth herein. The undersigned Lenders are willing to amend such provisions on
the terms and subject to the conditions set forth herein.

                  Accordingly, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                  SECTION 1. Definitions. Each capitalized term used but not
defined herein shall have the meaning assigned to it in the Credit Agreement as
amended hereby. The principles of construction set forth in Section 1.03 of the
Credit Agreement shall apply equally to this Amendment.

                  SECTION 2. Amendments to Article I.

                  (a) Amendment of Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended by:

                  (i) inserting in the appropriate alphabetical order the
            following definitions:

                    "Act of Insolvency"  means, with respect to the Borrower and
               its  Restricted  Subsidiaries,  (i)  the  filing  of a  petition,
               commencing,  or  authorizing  the  commencement  of any  case  or
               proceeding  under  any  bankruptcy,  insolvency,  reorganization,
               liquidation,   dissolution   or  similar  law   relating  to  the
               protection of creditors of the Borrower or any of its  Restricted
               Subsidiaries,  or suffering any such petition or proceeding to be
               commenced by another;  provided,  however,  that any  involuntary
               proceeding filed against the Borrower or a Restricted  Subsidiary
               shall not constitute an Act of Insolvency unless such petition or
               proceeding is not dismissed  within 30 days of its  commencement,
               (ii) seeking the appointment of a receiver, trustee, custodian or
               similar  official for the Borrower or a Restricted  Subsidiary or
               any substantial part of its property,  (iii) the appointment of a
               receiver,   conservator,   or  manager  for  the  Borrower  or  a
               Restricted  Subsidiary or any substantial part of the property of
               either  by  any  governmental  agency  or  authority  having  the
               jurisdiction

<PAGE>

               to do so,  (iv) the  making  or  offering  by the  Borrower  or a
               Restricted  Subsidiary  of  a  composition  with  its  respective
               creditors or a general  assignment  for the benefit of creditors,
               (v) the  admission  in writing by the  Borrower  or a  Restricted
               Subsidiary of such party's  inability to pay its ordinary  course
               trade  debts  as  they   become  due  or  mature,   or  (vi)  any
               Governmental  Authority or agency or any person, agency or entity
               acting or purporting to act under  Governmental  Authority  shall
               have taken any action to  condemn,  seize or  appropriate,  or to
               assume custody or control of, all or any substantial  part of the
               property of the  Borrower or a  Restricted  Subsidiary,  or shall
               have taken any action to displace the management of such party or
               to curtail its  authority  in the conduct of the business of such
               party.

                    "Affiliate  Transaction"  shall  have the  meaning  assigned
               thereto in Section 6.06 hereof.

                    "Average  Liquidity Test" means for any month (A) the sum of
               (i) the Borrower's  consolidated cash plus unencumbered  mortgage
               loans  on the  last  Business  Day of such  month  and  (ii)  the
               Borrower's  consolidated cash plus unencumbered mortgage loans on
               the first  Business Day of the  following  month,  (B) divided by
               two.

                    "Collateral"  has  the  meaning  specified  in the  Security
               Agreement.

                    "Consolidated  Restricted  Subsidiary"  means  a  Restricted
               Subsidiary  (i) 80% of the  Capital  Stock and 80% of the  Voting
               Stock  of  which  is  owned  by  the  Borrower  or  one  or  more
               Consolidated Restricted Subsidiaries and (ii) which is treated as
               a consolidated  subsidiary for the purpose of the Borrower's U.S.
               Federal income tax reporting.

                    "Contractual   Obligation"  means  as  to  any  Person,  any
               provision of any  agreement,  instrument or other  undertaking to
               which  such  Person  is a  party  or by  which  it or  any of its
               property is bound or any provision of any security issued by such
               Person.

                    "Excluded Subsidiary" means each of Royal Mortgage Partners,
               L.P., Resource One Consumer Discount Company,  Inc., Resource One
               Mortgage of Oxford Valley, Inc., Resource One of Delaware Valley,
               Inc.,  Resource  Corporation  Financial  Inc.,  Crystal  Mortgage
               Company,  Inc.,  Lenders M.D., Inc.,  Keystone  Mortgage Partners
               LLC, Keystone Mortgage Partners, Inc., Keystone Mortgage Funding,
               Inc.,  Keystone  Mortgage  Investments,  Inc.,  Keystone  Capital
               Group, Inc. and California Lending Group.

                    "Fourth Amendment Date" means August 19, 1999.


                                       2
<PAGE>

                    "Greenwich" means Greenwich Capital Financial Products, Inc.

                    "Indentures"  means the  Indenture,  dated as of August  15,
               1996,  between the  Borrower  and The Chase  Manhattan  Bank,  as
               Trustee,  the Indenture,  dated as of March 1, 1997,  between the
               Borrower  and The  Chase  Manhattan  Bank,  as  Trustee,  and the
               Indenture,  dated as of March 4, 1998,  between the  Borrower and
               The Bank of New York,  as Trustee,  pursuant to the terms of each
               of which the Borrower has issued Senior Notes.

                    "Material  Adverse  Effect" means a material  adverse effect
               upon (i) the  business  operations,  properties  or assets of the
               Borrower and its Subsidiaries, taken as a whole, (ii) the ability
               of  the   Borrower  to  perform  its   obligations,   or  of  the
               Administrative  Agent  or the  Lenders  to  enforce  any of their
               respective  rights or  remedies,  under this  Agreement or any of
               documents to be executed and/or  delivered  hereunder,  (iii) the
               validity or  enforceability  of any of the Security  Documents or
               (iv)  the  Collateral  taken as a whole  (provided  that any fair
               value  adjustments  to Excess Spread  Receivables  as required by
               GAAP shall not be deemed a  "Material  Adverse  Effect"),  in the
               case of clauses (i),  (ii),  (iii) and (iv) above (A) taking into
               consideration  the  financial  condition  of the Borrower and its
               Subsidiaries  as of the date of this  Agreement  and (B)  without
               taking  into  consideration  any  further  deterioration  of  the
               financial  condition of the Borrower and its  Subsidiaries  after
               the date of this Agreement.

                    "Permitted   Holders"  means  lineal  descendants  of  Jules
               Fribourg,  including any individual  legally adopted;  spouses of
               such descendants;  trusts,  the beneficiaries of which are any of
               the foregoing;  partnerships,  corporations, or other entities in
               which any of the foregoing  (individually or collectively)  has a
               controlling interest; and charitable organizations established by
               any of the foregoing.

                    "Requirement of Law" means as to any Person, the certificate
               of incorporation and by-laws or other organizational or governing
               documents of such Person, and any law, treaty, rule or regulation
               or   determination   of  an   arbitrator  or  a  court  or  other
               Governmental  Authority,  in each case  applicable  to or binding
               upon such  Person or any of its  Property or to which such Person
               or any of its property is subject.

                    "Responsible  Officer"  means,  as to any Person,  the chief
               executive officer, vice president and treasurer,  or with respect
               to financial matters, the chief financial officer or treasurer of
               such  Person;  provided,  however,  that in the  event  any  such
               officer is  unavailable at any time he or she is required to take
               any action hereunder,  Responsible Officer shall mean any officer
               authorized to act on such officer's behalf as demonstrated to the
               Buyer to its reasonable satisfaction.


                                       3
<PAGE>

                    "Restricted Payment" means (i) the declaration or payment of
               any dividends or any other  distributions  of any sort in respect
               of its Capital Stock or similar payment to the direct or indirect
               holders  of its  Capital  Stock  (other  than  (A)  dividends  or
               distributions  payable  solely in its Capital  Stock  (other than
               Disqualified  Stock),  (B)  dividends  or  distributions  payable
               solely to the Borrower or a Subsidiary and (C) pro rata dividends
               or other  distributions  made by an  Unrestricted  Subsidiary  to
               minority shareholders (or owners of an equivalent interest in the
               case  of  a   Subsidiary   that  is  an  entity   other   than  a
               corporation)), (ii) the purchase, redemption or other acquisition
               or retirement for value of any Capital Stock of the Borrower held
               by any Person or of any Capital Stock of a Subsidiary held by any
               Affiliate of the Borrower  (other than a  Subsidiary),  including
               the exercise of any option to exchange  any Capital  Stock (other
               than into Capital Stock of the Borrower that is not  Disqualified
               Stock), (iii) the purchase, repurchase, redemption, defeasance or
               other  acquisition  or retirement  for value,  prior to scheduled
               maturity,  scheduled  repayment or scheduled sinking fund payment
               of  any  Subordinated   Obligations  (other  than  the  purchase,
               repurchase or other acquisition of such Subordinated  Obligations
               purchased   in   anticipation   of   satisfying  a  sinking  fund
               obligation, principal installment or final maturity, in each case
               due within one year of the date of acquisition).

                    "Secured  Parties" has the meaning given to such term in the
               Security Agreement.

                    "Security   Agreement"   means  the  Pledge   and   Security
               Agreement, dated as of the Fourth Amendment Date, by the Borrower
               in favor of Credit  Suisse  First  Boston,  New York  Branch,  as
               Collateral Agent.

                    "Security  Documents"  means the Security  Agreement and all
               other documents executed and delivered in connection therewith.

                    "Senior  Indebtedness"  means (i) Indebtedness of any Person
               and (ii) accrued and unpaid interest (including interest accruing
               on or after  the  filing of any  petition  in  bankruptcy  or for
               reorganization relating to the Borrower to the extent post-filing
               interest  is  allowed  in  such  proceeding)  in  respect  of (A)
               indebtedness   of  such  Person  for  money   borrowed   and  (B)
               indebtedness  evidenced  by  notes,  debentures,  bonds  or other
               similar  instruments  for the  payment  of which  such  Person is
               responsible or liable unless, in the case of either clause (i) or
               (ii),  in the  instrument  creating  or  evidencing  the  same or
               pursuant to which the same is  outstanding,  it is provided  that
               such  obligations  are  subordinate  in right of  payment  to the
               Borrower's obligations hereunder;  provided, however, that Senior
               Indebtedness  shall not include (1) any obligation of such Person
               to any Subsidiary of such Person,  (2) any liability for Federal,
               state,  local or other taxes owed or owing by such  Persons,  (3)
               any  accounts  payable  or other


                                       4
<PAGE>

               liability to trade  creditors  arising in the ordinary  course of
               business (including guarantees thereof or instruments  evidencing
               such liabilities), (4) any obligation in respect of Capital Stock
               of such Person or (5) that portion of any  Indebtedness  which at
               the  time  of   Incurrence  is  Incurred  in  violation  of  this
               Agreement.

                    "Senior  Notes"  means  any  and  all  notes  issued  by the
               Borrower under the terms of the Indentures.

                    "Subordinated  Obligation"  means  any  Indebtedness  of the
               Borrower  (whether  outstanding  on the date hereof or thereafter
               incurred)  which is  subordinate or junior in right of payment to
               the obligations of the Borrower under this Agreement  pursuant to
               a written agreement to that effect.

                    "Temporary Cash Investments" means any of the following: (i)
               any  investment  in direct  obligations  of the United  States of
               America or any agency  thereof or  obligations  guaranteed by the
               United States of America or any agency thereof,  (ii) investments
               in time  deposit  accounts,  certificates  of  deposit  and money
               market  deposits   maturing  within  180  days  of  the  date  of
               acquisition thereof issued by a bank or trust company that is not
               an Affiliate  of the  Borrower  and which is organized  under the
               laws of the United  States of America,  any state  thereof or any
               foreign country  recognized by the United States,  and which bank
               or trust  company  has  capital,  surplus and  undivided  profits
               aggregating  in excess of  $50,000,000  (or the foreign  currency
               equivalent  thereof) and has outstanding  debt which is rated "A"
               (or such  similar  equivalent  rating)  or higher by at least one
               nationally recognized statistical rating organization (as defined
               in Rule 436 under the Securities  Act) or any  money-market  fund
               sponsored   by  a  registered   broker   dealer  or  mutual  fund
               distributor, (iii) repurchase obligations with a term of not more
               than 30 days for underlying  securities of the types described in
               clause  (i)  above   entered   into  with  a  bank   meeting  the
               qualifications  described in clause (ii) above,  (iv) investments
               in  commercial  paper,  maturing  not more than 90 days after the
               date of  acquisition,  issued  by a  corporation  (other  than an
               Affiliate of the Borrower)  organized and in existence  under the
               laws of the  United  States of  America  or any  foreign  country
               recognized  by the United  States of America with a rating at the
               time as of which  any  investment  therein  is made of "P-1"  (or
               higher) according to Moody's Investors Service, Inc. or "A-1" (or
               higher)  according to Standard and Poor's Ratings Group,  and (v)
               investments in securities  with  maturities of six months or less
               from the date of  acquisition  issued or fully  guaranteed by any
               state, commonwealth or territory of the United States of America,
               or by any political  subdivision or taxing authority thereof, and
               rated at least "A" by Standard & Poor's  Ratings  Group or "A" by
               Moody's Investors Service, Inc.


                                       5
<PAGE>

               (ii)  Deleting  the  definition  of  "Asset  Disposition"  in its
          entirety and replacing it with the following:

                    "Asset Disposition" means any sale, lease, transfer or other
               disposition  (or series of related  sales,  leases,  transfers or
               dispositions)  by  the  Borrower  or any  Restricted  Subsidiary,
               including any disposition by means of a merger,  consolidation or
               similar  transaction  (each  referred to for the purposes of this
               definition  as a  "disposition"),  of (i) any  shares of  Capital
               Stock  of  a  Restricted   Subsidiary   (other  than   directors'
               qualifying shares or shares required by applicable law to be held
               by a Person other than the Borrower or a Restricted  Subsidiary),
               (ii) all or substantially  all the assets of any division or line
               of business of the Borrower or any Restricted  Subsidiary,  (iii)
               any other  assets of the  Borrower or any  Restricted  Subsidiary
               outside of the  ordinary  course of business  of the  Borrower or
               such  Restricted  Subsidiary,  (iv) any Investment in a Strategic
               Alliance Client or (v) any Excess Spread Receivables (other than,
               in the  case of (i),  (ii),  (iii),  (iv)  and (v)  above,  (x) a
               disposition by a Restricted  Subsidiary to the Borrower or by the
               Borrower or a Restricted Subsidiary to a Consolidated  Restricted
               Subsidiary,  (y)  a  disposition  that  constitutes  a  permitted
               Restricted  Payment  or (z) a  disposition  of assets  (including
               related assets) for an aggregate consideration of $1.0 million or
               less).

               (iii)  Deleting  the  definition  of "Change of  Control"  in its
          entirety and replacing it with the following:

                    "Change  in  Control"  means  the  occurrence  of any of the
               following events:

                    (i) Any "person" (as such term is used in Section  13(d) and
               14(d) of the Exchange Act), other than any Permitted  Holder,  is
               or becomes the "beneficial  owner" (as defined in Rules 13d-3 and
               13d-5 under the  Exchange  Act,  except that such person shall be
               deemed to have "beneficial ownership" of all shares that any such
               person  has  the  right  to  acquire,   whether   such  right  is
               exercisable  immediately  or only  after  the  passage  of time),
               directly  or  indirectly,  of more than 35% of the  total  voting
               power of the Voting Stock of such Person; provided, however, that
               the Permitted Holders  beneficially own (as defined in Rule 13d-3
               and Rule 13d-5 under the Exchange  Act),  directly or indirectly,
               in the aggregate a lesser percentage of the total voting power of
               the Voting  Stock of the  Borrower or any  Restricted  Subsidiary
               than such  other  person  and do not have the right or ability by
               voting  power,  contract or otherwise  to elect or designate  for
               election a majority of the Board of  Directors  (for the purposes
               of this  clause  (i),  such  other  person  shall  be  deemed  to
               beneficially  own  any  Voting  Stock  of a  corporation  held by
               another  corporation  (a  "parent  corporation"),  if such  other
               person  is the  beneficial  owner  (as  defined  above  for  such
               person),  directly or indirectly,  of more


                                       6
<PAGE>

               than 35% of the voting  power of the Voting  Stock of such parent
               corporation  and  the  Permitted  Holders  beneficially  own  (as
               defined above for the Permitted Holders), directly or indirectly,
               in the  aggregate a lesser  percentage of the voting power of the
               Voting Stock of such parent corporation and do not have the right
               or ability by voting  power,  contract or  otherwise  to elect or
               designate  for  election a majority of the board of  directors of
               such parent corporation);

               (ii) during any period of two consecutive years,  individuals who
          at the  beginning  of such period  constituted  the Board of Directors
          (together  with any new  directors  whose  election  by such  Board of
          Directors or whose  nomination for election by the shareholders of the
          Borrower  or any  Restricted  Subsidiary  was  approved  by a vote  of
          66-2/3% of the directors of the Borrower or any Restricted  Subsidiary
          then still in office who were either  directors  at the  beginning  of
          such  period  or  whose   election  or  nomination  for  election  was
          previously so approved)  cease for any reason to constitute a majority
          of the Board of Directors then in office; or

               (iii)  the  merger  or  consolidation  of  the  Borrower  or  any
          Restricted  Subsidiary  with or into  another  Person or the merger of
          another Person with or into the Borrower or any Restricted Subsidiary,
          as the case may be, or the liquidation,  wind-up or dissolution of the
          Borrower or any Restricted Subsidiary, as the case may be, or the sale
          of all  or  substantially  all  the  assets  of  the  Borrower  or any
          Restricted  Subsidiary,  as the case may be, to another  Person (other
          than a Person that is controlled by the  Permitted  Holders),  and, in
          the case of any such merger or  consolidation,  the  securities of the
          Borrower or any  Restricted  Subsidiary,  as the case may be, that are
          outstanding  immediately prior to such transaction and which represent
          100% of the aggregate voting power of the Voting Stock of the Borrower
          or any Restricted Subsidiary,  as the case may be, are changed into or
          exchanged for cash,  securities or property,  unless  pursuant to such
          transaction  such  securities  are changed into or  exchanged  for, in
          addition  to any  other  consideration,  securities  of the  surviving
          corporation  that represent  immediately  after such  transaction,  at
          least a majority of the aggregate  voting power of the Voting Stock of
          the surviving  corporation;  provided,  however,  that the sale by the
          Borrower or its  Subsidiaries  from time to time solely of receivables
          to  a  trust  for  the  purpose   solely  of  effecting  one  or  more
          securitizations  shall not be  treated  hereunder  as a sale of all or
          substantially all the assets of the Borrower.

          Notwithstanding  anything contained in this Agreement to the contrary,
     a Change of Control  accompanied  by an equity  infusion in the Borrower of
     not less than  $100,000,000  shall not constitute an Event of Default under
     this Agreement for 60 days after the date of such equity  infusion,  unless
     an additional Change of Control shall occur during such 60-day period.


                                       7
<PAGE>

               (iv) Deleting the  definition  of "Interest  Payment Date" in its
          entirety and replacing it with the following:

                    "Interest  Payment Date" means with respect to any Loan, the
               third Business Day of each month.

               (v)  Deleting  the  words  "one,  two  or  three  months"  in the
          definition of "Interest Period" and replacing them with the words "one
          month."

               (vi) Deleting the  definition of "Maturity  Date" in its entirety
          and replacing it with the following:

                    "Maturity  Date" means March 31,  2000,  as such date may be
               extended from time to time pursuant to Section 2.11.

               (vii)  Deleting the  definition  of "Net  Available  Cash" in its
          entirety and replacing it with the following:

                    "Net Available  Cash" from an Asset  Disposition  means cash
               payments received therefrom (including any cash payments received
               by way of  deferred  payment of  principal  pursuant to a note or
               installment  receivable  or  otherwise,  but  only  as  and  when
               received,  but excluding any other consideration  received in the
               form of  assumption by the acquiring  Person of  Indebtedness  or
               other  obligations  relating  to such  properties  or  assets  or
               received in any other  noncash  form) in each case net of (i) all
               legal,  title and recording tax expenses,  commissions  and other
               fees and expenses incurred, and all Federal,  state,  provincial,
               foreign  and local  taxes  required  to be accrued as a liability
               under GAAP, as a consequence of such Asset Disposition,  (ii) all
               payments made on any Indebtedness  which is secured by any assets
               subject to such Asset  Disposition,  in accordance with the terms
               of any Lien  upon or other  security  agreement  of any kind with
               respect to such assets,  or which must by its terms,  or in order
               to obtain a necessary  consent to such Asset  Disposition,  or by
               applicable  law be,  repaid out of the  proceeds  from such Asset
               Disposition,  (iii) all distributions and other payments required
               to be made to minority  interest holders in Subsidiaries or joint
               ventures  as a  result  of such  Asset  Disposition  and (iv) the
               deduction of  appropriate  amounts  provided by the Borrower as a
               reserve,   in  accordance  with  GAAP,  against  any  liabilities
               associated  with the  property or other  assets  disposed in such
               Asset  Disposition and retained by the Borrower or any Restricted
               Subsidiary after such Asset Disposition.

               SECTION 3.  Amendments  to Article  II.  Article II of the Credit
Agreement is hereby amended by:


                                       8
<PAGE>

               (a)  Deleting  the  first  sentence  of  Section  2.02(b)  in its
entirety and replacing it with the following  words:  "Each Revolving  Borrowing
shall be comprised of Eurodollar Loans only."

               (b)  Deleting  Section  2.02(c)  and (d) in  their  entirety  and
replacing it with the following words "(c)  [Reserved]." and "(d)  [Reserved].",
respectively.

               (c) Deleting the following  words in Section 2.03: "or (b) in the
case of an ABR  Borrowing,  not later than 12:00 noon,  New York City time,  one
Business Day before the date of the proposed  Borrowing,"  deleting clause (iii)
of section 2.03 in its entirety and  replacing it with the words "(iii)  stating
that the Borrowing is a Eurodollar  Borrowing;"  and deleting the first sentence
in the paragraph following Section 2.03(v).

               (d) Deleting  Section 2.04 in its entirety and  replacing it with
the following:

                    SECTION 2.04.  Swingline  Loans.  The Swingline Lender shall
          not make any  Swingline  Loans to the  Borrower  after the Fourth
          Amendment Date.

               (e)  Deleting  clause (ii) in Section  2.05 in its  entirety  and
replacing it with the following  words:  "(ii) in the case of the Borrower,  the
interest  rate then  applicable to  Eurodollar  Loans with a one-month  Interest
Period."

               (f) Deleting  Section  2.06(a) in its  entirety and  replacing it
with the following  words:  "After the Fourth  Amendment  Date,  each  Revolving
Borrowing shall be a Eurodollar Borrowing with a one-month Interest Period."

               (g) Deleting Section 2.06(b), (c), (d) and (e) in their entirety.

               (h)  Deleting  the number  "(i)" in Section  2.08(a) and deleting
clause (ii) thereof in its entirety.

               (i) Deleting the  parenthetical  in the first sentence of Section
2.09(b) in its entirety,  deleting the number "(i)" in Section 2.09(b), deleting
clauses  (ii) and (iii) of Section  2.09(b) in their  entirety  and deleting the
last sentence of Section 2.09(b) in its entirety.

               (j) Deleting  Section  2.11(a) in its  entirety and  replacing it
with the words "(a) [Reserved]."

               (k) Adding the following proviso  immediately  before the proviso
in Section 2.11(e): "provided,  however, that the Borrower shall not be required
to pay any such accrued  interest on any Interest  Payment Date when the Average
Liquidity  Test for the prior  month is less than  $40,000,000;  any such unpaid
interest shall be due and payable on the Termination Date (provided further that
no interest  shall accrue on and


                                       9
<PAGE>

such deferred interest)" and adding the word "further" after the word "provided"
in such provision.

               (l) Deleting  Section  2.11(c) in its  entirety and  replacing it
with the words "(c) [Reserved]."

               (m) Deleting  clause (ii) of Section  2.11(d) in its entirety and
replacing it with the following words: "(ii) in the case of any other amount, 2%
plus the Alternate Base Rate."

               (n) Deleting  clause (iii) of Section 2.11(e) in its entirety and
renumbering clause (iv) so that it is clause (iii).

               (o) Deleting the following words in Section 2.11(f): "and (solely
with respect to the determination of interest payable on any Swingline Loan) the
applicable  Federal  Funds  Effective  Rate shall be determined by the Swingline
Lender."

               (p) Deleting  Section 2.12 in its entirety and  replacing it with
the words "SECTION 2.12. [Reserved]."

               (q)  Deleting  clause (b) of  Section  2.14 in its  entirety  and
renumbering  clauses  (c)  and  (d) so  that  they  are  clauses  (b)  and  (c),
respectively.

               SECTION 4.  Amendments to Article III.  Article III of the Credit
Agreement is hereby  amended to delete the words  "September 30, 1996" in clause
(ii) of Section  3.04(a) and replacing it with the words "March 31, 1999" and to
add the words "and subject to any  qualifications  contained therein" at the end
of Section 3.04(a).  Section 3.04(b) is hereby in its entirety and replaced with
the words: "(b) Since March 31, 1999, there has been no Material Adverse Effect,
except as otherwise disclosed to the Lenders."

               SECTION  5.  Amendments  to  Article  V.  Article V of the Credit
Agreement is hereby amended by:

               (a) Deleting the following words in the  parenthetical in Section
5.01(a)(i):  "without a "going concern" or like qualification or exception and";
and adding the following at the end of the Section 5.01:

                    "(i) the following additional financial  information (A) the
                    Borrower's consolidated cash flow information for each month
                    within 15  Business  Days after the end of such  month;  (B)
                    rolling three month  financial  projections for the Borrower
                    at the beginning of each month  starting on December 1, 1999
                    through the Termination Date; (C) the Borrower's actual cash
                    position  as of the  preceding  Business  Day  on the  first
                    Business  Day of each  week;  (D)  quarterly  Excess  Spread
                    Receivables  valuations when


                                       10
<PAGE>

                    quarterly  financial  statements  are  provided  pursuant to
                    Section  5.01(a) or (b), as  applicable;  (E) monthly static
                    pool  performance  summaries  on a  pool-by-pool  basis with
                    respect to each Excess  Spread  Receivables  comprising  the
                    Collateral  within five Business Days of receipt  thereof by
                    the Borrower and (F) monthly deal trigger report (including,
                    without  limitation,  loss and  delinquency  triggers) on or
                    before  the 25th day of the month or the next  Business  Day
                    thereafter.

                    (j) on the second  Business Day of each month, a certificate
                    of a Financial  Officer  setting forth  reasonably  detailed
                    calculations  of the  Average  Liquidity  Test for the prior
                    month."

               (b)  Deleting  the  number  "(i)"  in  Section  5.01(a)  and also
deleting the  following  words in such  Section:  ", and (ii) a letter from such
independent public accountants  certifying that during the course of their audit
nothing came to their  attention  that would  indicate that the  Borrowing  Base
Certificate,  if any, relating to the last day of such fiscal year is inaccurate
in any material respect."

               (c) Deleting  Section  5.01(g) in its  entirety and  replacing it
with the words "(g) [Reserved]."

               SECTION 6.  Amendments  to Article  VI.  Article VI of the Credit
Agreement is hereby  amended by deleting  Section 6.01 and Sections 6.03 through
6.10 thereof in their entirety and substituting therefor the following:

               SECTION 6.01.  Restricted Payments.  Neither the Borrower nor any
          Restricted Subsidiary shall make any Restricted Payment.

               SECTION 6.03. Collateral. Neither the Borrower nor any Restricted
          Subsidiary  shall take any action which would  directly or  indirectly
          impair or adversely affect (i) the Administrative  Agent's lien on any
          Collateral or (ii) the value of such Collateral except, in the case of
          this clause (ii), (x) any action solely relating to,  resulting solely
          from, or arising solely out of the financial condition of the Borrower
          or (y) any action taken in the ordinary course of business.

               SECTION 6.04.  Material Adverse Effect.  Neither the Borrower nor
          any Restricted Subsidiary shall take any action which could reasonably
          be expected to have a Material Adverse Effect.

               SECTION 6.05. Business  Activities.  Neither the Borrower nor any
          Restricted  Subsidiary shall engage, to any substantial extent, in any
          line or lines of  business  activity  other  than the  businesses  now
          generally  carried out by it, or cease or take any action to cease (or
          permit  any  Subsidiary  which is not an  Excluded  Subsidiary  of the
          Borrower  to  cease) to be in the  business  of  originating  mortgage
          loans.


                                       11
<PAGE>

               SECTION 6.06. Affiliate Transactions.  (A) The Borrower shall not
          permit any of its  Subsidiaries to sell,  lease or otherwise  transfer
          any property or assets to, or purchase, lease or otherwise acquire any
          property or assets from, or otherwise engage in any other transactions
          with, any of its Affiliates  (an "Affiliate  Transaction")  unless the
          terms  thereof  (i)  are no less  favorable  to the  Borrower  or such
          Subsidiary  than  those  that  could be  obtained  at the time of such
          transaction in arm's-length  dealings with a Person who is not such an
          Affiliate,  (ii) if such Affiliate  Transaction  involves an amount in
          excess  of  $2,000,000  (or  the  equivalent  amount  in  any  foreign
          currency),  (x) are set forth in writing and (y) have been approved by
          a majority of the members of the Board of Directors having no personal
          stake  in such  Affiliate  Transaction  and  (iii)  if such  Affiliate
          Transaction  involves  an  amount in  excess  of  $10,000,000  (or the
          equivalent amount in any foreign currency),  have been determined by a
          nationally  recognized  investment  banking  firm  to be  fair  from a
          financial standpoint, to the Borrower and its Subsidiaries.

               (B) Without  limiting the generality of any other  provisions set
          forth in this Agreement,  the provisions of Section  6.06(A)(i)  shall
          not  prohibit  (i) any  Permitted  Investment,  (ii) any  issuance  of
          securities, or other payments, awards or grants in cash, securities or
          otherwise  pursuant  to, or the funding of,  employment  arrangements,
          stock  options  and stock  ownership  plans  approved  by the Board of
          Directors,  (iii)  the grant of stock  options  or  similar  rights to
          employees and directors of the Borrower  pursuant to plans approved by
          the Board of  Directors,  (iv) loans or advances to  employees  in the
          ordinary  course of business in accordance  with the past practices of
          the  Borrower  or its  Subsidiaries,  but in any  event  not to exceed
          $1,000,000  (or the  equivalent  amount in any  foreign  currency)  in
          aggregate  principal amount outstanding at any one time; provided that
          the $2,882,488 of employee loans -------- existing as of June 30, 1999
          shall not be included in calculating  such $1,000,000  limit,  (v) the
          payment  of  reasonable  fees to  directors  of the  Borrower  and its
          Subsidiaries   who  are  not   employees   of  the   Borrower  or  its
          Subsidiaries, (vi) any Affiliate Transactions between the Borrower and
          a Subsidiary or between consolidated  Subsidiaries (in each case other
          than any Subsidiary that is an "affiliate" (as such term is defined in
          the Exchange Act)) of any Affiliate (other than any Subsidiary) of the
          Borrower  and  (vii)  transactions  pursuant  to any  agreement  as in
          existence  as  of  the  date  hereof   between  the  Borrower  or  its
          Subsidiaries and Continental Grain Company, a Delaware corporation, or
          one of its Subsidiaries or any extensions or renewals thereof.

               SECTION 6.07.  Investment  Company.  Neither the Borrower nor any
          Restricted  Subsidiary  shall  become  an  "investment  company"  or a
          company  "controlled" by an "investment company" within the meaning of
          the Investment Company Act, as amended.

               SECTION 6.08.  Average  Liquidity  Test.  The Borrower  shall not
          permit  the  Average  Liquidity  Test for any  month  to be less  than
          $20,000,000.


                                       12
<PAGE>

               SECTION 6.09.  Asset  Dispositions.  The Borrower  shall not, and
          shall not permit any Restricted Subsidiary to, directly or indirectly,
          consummate  any Asset  Disposition  unless  (i) the  Borrower  or such
          Restricted Subsidiary receives consideration at the time of such Asset
          Disposition  at least equal to the fair market value  (including as to
          the value of all non-cash consideration),  as determined in good faith
          by the Board of  Directors of the  Borrower,  of the shares and assets
          subject   to  such  Asset   Disposition   and  at  least  85%  of  the
          consideration  thereof  received by the  Borrower  or such  Restricted
          Subsidiary  is in the  form of cash or cash  equivalents  and  (ii) an
          amount  equal  to 100% of the  Net  Available  Cash  from  such  Asset
          Disposition is applied by the Borrower (or such Restricted Subsidiary,
          as the case may be) either (x) for working capital  purposes or (y) to
          prepay,  repay,  redeem  or  purchase,  on  a  ratable  basis,  Senior
          Indebtedness  of the  Borrower  or any  Indebtedness  of a  Restricted
          Subsidiary, as the case may be (other than in either case Indebtedness
          owed to the Borrower or an Affiliate of the  Borrower),  provided that
          the  Borrower  may  prepay,  repay,  redeem  or  purchase  any  Senior
          Indebtedness  owed to the Borrower's  warehouse  lenders  without such
          ratable payments to the holders of any other Senior  Indebtedness,  in
          either  case  within 180 days from the later of the date of such Asset
          Disposition  or the  receipt  of such Net  Available  Cash;  provided,
          however, that in connection with any prepayment, repayment or purchase
          of  Indebtedness  pursuant  to  this  Section,  the  Borrower  or such
          Restricted  Subsidiary shall retire such  Indebtedness and shall cause
          the related loan  commitment (if any) to be permanently  reduced in an
          amount equal to the principal amount so prepaid,  repaid or purchased,
          and (iii) at the time of such Asset  Disposition no Default shall have
          occurred   and   be   continuing   (or   would   result    therefrom).
          Notwithstanding  the foregoing  provisions  of this Section 6.09,  the
          Borrower  and the  Restricted  Subsidiaries  shall not be  required to
          apply any Net Available Cash in accordance with this Section except to
          the  extent  that the  aggregate  Net  Available  Cash  from all Asset
          Dispositions  which are not applied in accordance  with this paragraph
          exceeds $10 million;  provided,  however,  pending  application of Net
          Available Cash pursuant to this Section 6.09,  such Net Available Cash
          shall be invested in Temporary Cash Investments.

               For the purposes of this Section  6.09,  the following are deemed
          to be cash or cash equivalents:  (x) the assumption of Indebtedness of
          the  Borrower  or any  Restricted  Subsidiary,  and the release of the
          Borrower and its continuing Restricted Subsidiaries from all liability
          on such  Indebtedness,  in connection with such Asset  Disposition and
          (y) securities  received by the Borrower or any Restricted  Subsidiary
          from the  transferee  that are  promptly  converted by the Borrower or
          such Restricted Subsidiary into cash.

               SECTION 6.10.  Senior Note  Payments.  The Borrower  shall timely
          make all required payments to holders of its Senior Notes that are due
          in each of September and October 1999.


                                       13
<PAGE>

               SECTION 7.  Amendments  to Article  VII.  (a)  Article VII of the
Credit  Agreement is hereby amended by deleting  clauses (f) through (m) thereof
in their entirety and substituting therefor the following:

               (f) an Act of Insolvency occurs with respect to the Borrower;

               (g) any governmental,  regulatory,  or self-regulatory  authority
     takes any action to remove,  limit,  restrict,  suspend  or  terminate  the
     rights,  privileges, or operations of the Borrower or any of its Restricted
     Subsidiaries which in any case has a Material Adverse Effect;

               (h) any  Change of Control of the  Borrower  shall have  occurred
     without the prior consent of the Required  Banks which consent shall not be
     unreasonably withheld;

               (i) the Required Lenders,  in their good faith judgment,  believe
     that there has been a Material Adverse Effect;

               (j) the  occurrence  and  continuance  of a  material  "event  of
     default" or of an "event of  termination"  on the part of the  Borrower (x)
     under any agreement  between the Borrower (or an Affiliate  thereof) on the
     one hand, and Greenwich (or an Affiliate  thereof) on the other hand, which
     has not been waived by Greenwich  (or its  Affiliate),  or (y) under any of
     the Indentures;

               (k) there ceases to be a valid, first priority perfected security
     interest in the Collateral (as defined in the Security Agreement)."

               (b)  Article  VII of the Credit  Agreement  is hereby  amended by
deleting  the words "and in the case of any event with  respect to the  Borrower
described in clause (h) or (i)" in the  provision  following  paragraph  (m) and
inserting  the words "and in the case of any event with  respect to the Borrower
in clause (f)."

               SECTION 8.  Amendments  to Article VIII.  The first  paragraph of
Article VIII of the Credit Agreement is hereby amended so that the words "and as
Collateral Agent (as defined in the Security  Agreement)" are inserted after the
word "agent" in the third  sentence of such paragraph and so that the words "and
of the  Security  Agreement"  are  added  after the word  "hereof"  in the fifth
sentence of such paragraph.


                                       14
<PAGE>

               SECTION 9.  Amendments  to Article  IX.  Article IX of the Credit
Agreement is hereby amended by (a) deleting the words "each of the Borrower and"
from  clauses  (i) and (ii) of the  proviso  to Section  9.04(b)  and adding the
following proviso at the end of clause (i) in such Section 9.04(b):  "; provided
that the Borrower receives prior written notice of any such assignment"; and (b)
Article IX of the Credit  Agreement  is hereby  amended by adding the  following
Section 9.13 to the end thereof:

               "SECTION 9.13. Collateral Proceeds. Each Lender agrees that if it
          receives greater than its pro rata share of the proceeds of Collateral
          (as defined in the Security Agreement),  such Lender shall return such
          excess  proceeds to the  Collateral  Agent (as defined in the Security
          Agreement) for  redistribution  among the Secured Parties so that each
          Secured  Party  receives  proceeds  of  Collateral  equal  to the same
          percentage  of the  total  Obligations  (as  defined  in the  Security
          Agreement)  owed to it. This Section  9.13 may not be amended  without
          the written consent of all of the Secured Parties."

               SECTION  10.   Representations   and  Warranties.   The  Borrower
represents and warrants to the Administrative Agent and each Lender that:

               (a) The  representations  and  warranties set forth in the Credit
          Agreement  and the  Security  Documents  are true and  correct  in all
          material  respects  as of and with the same  effect  as if made on the
          date hereof (except to the extent such  representations and warranties
          expressly  relate to an  earlier  date)  after  giving  effect to this
          Amendment,  and with all references in such representations to (i) the
          "Transactions"  being  deemed to include the  execution,  delivery and
          performance   by  the  Borrower  of  this  Amendment  and  (ii)  "this
          Agreement" being deemed to include this Amendment.

               (b)  (i)  The  Borrower's  identification  and  description  is a
          complete listing of all Eligible Excess Spread  Receivable pools as of
          June  30,  1999 and (ii)  subject  to  retention  by the  Borrower  of
          reasonable reserves,  the Borrower cannot grant a security interest in
          favor  of the  Administrative  Agent  and the  Lenders  in  more  than
          $147,004,342  in book value of the Borrower's  Eligible  Excess Spread
          Receivables  pursuant  to the  terms of the  Indentures  without  also
          granting a ratable Lien to the holders of Senior Notes.

               (c) The Borrower has made a full and complete  assessment  of all
          issues  which  may be  related  to the  occurrence  of the year  2000,
          including all issues related to its computer program and software (the
          "Year 2000 Issues"),  and has a realistic and  achievable  program for
          remediating  the Year 2000  Issues on a timely  basis  (the "Year 2000
          Program").  Based on such assessment and on the Year 2000 Program, the
          Borrower  does not  reasonably  anticipate  that Year 2000 Issues will
          have a  Material  Adverse  Effect.


                                       15
<PAGE>

               (d) After  giving  effect to this  Amendment,  the Borrower is in
          compliance in all material  respects with all the terms and provisions
          contained in the Credit Agreement required to be observed or performed
          by it.

               (e)  After  giving  effect  to this  Amendment,  no  Default  has
          occurred and is continuing to the best of the Borrower's knowledge.

The foregoing  representations  and  warranties  shall survive the execution and
delivery of this Amendment.

               SECTION 11. Effectiveness.  This Amendment shall become effective
on the date (the  "Amendment  Effective  Date") on which  each of the  following
conditions is met:

               (a) the Administrative Agent shall have received  counterparts of
          this Amendment that,  when taken together,  bear the signatures of the
          Borrower and the Lenders;

               (b) the  Administrative  Agent shall have  received an opinion of
          Borrower's  in-house  counsel  and Dewey  Ballantine  LLP, in form and
          substance  satisfactory to the Administrative  Agent and covering such
          matters relating to this Amendment and the Security Documents,  as the
          Administrative Agent shall reasonably request;

               (c) the  Administrative  Agent shall have received such documents
          and  certificates  as the  Administrative  Agent  or its  counsel  may
          reasonably  request relating to the  organization,  existence and good
          standing of the Borrower or the  authorization  of this  Amendment and
          the Security  Documents,  and any other legal matters  relating to the
          Borrower or this Amendment or the Security Documents,  all in form and
          substance reasonably  satisfactory to the Administrative Agent and its
          counsel; and

               (d) an amendment to the Reimbursement Agreement, substantially in
          the form of this Amendment,  shall have been executed and delivered by
          the Borrower and of all the  "Participating  Banks" (as defined in the
          Reimbursement  Agreement),  and the amendments set forth therein shall
          have become effective (or shall become effective concurrently with the
          effectiveness of the amendments set forth herein).

               (e)  the  Collateral  Agent  shall  have  received  the  Security
          Agreement, dated as of the date hereof, duly executed by an authorized
          officer of the Borrower,  together with certificates evidencing all of
          the  Collateral,  which  certificates  shall be accompanied by undated
          certificate powers duly executed in blank.


                                       16
<PAGE>

               The  Administrative  Agent shall promptly notify the Borrower and
the Lenders of the Amendment Effective Date, and such notice shall be conclusive
and binding on all parties hereto.

               SECTION 12. Fees and Expenses.  Without  limiting the  Borrower's
obligations under Section 9.03 of the Credit  Agreement,  the Borrower agrees to
pay all reasonable  out-of-pocket expenses incurred by the Administrative Agent,
the Co-Arrangers  identified on the cover page of the Credit Agreement and their
respective  Affiliates,  including the reasonable fees and  disbursements of all
counsel and advisors  for such  parties,  in  connection  with the  preparation,
negotiation, execution and delivery of this Amendment and the Security Documents
and the evaluation by such parties of their rights and the rights of the Lenders
under the Credit Agreement, the Security Documents or any related documentation.

               SECTION 13. Miscellaneous.

               (a) Except as expressly set forth herein,  this  Amendment  shall
          not by implication or otherwise limit, impair,  constitute a waiver of
          or  otherwise  affect the rights and  remedies  of the  Lenders or the
          Administrative Agent under the Credit Agreement,  and shall not alter,
          modify,  amend  or in any way  affect  any of the  terms,  conditions,
          obligations,   covenants  or   agreements   contained  in  the  Credit
          Agreement,  all of which are ratified and affirmed in all respects and
          shall  continue  in full force and  effect.  Nothing  herein  shall be
          deemed to entitle the Borrower or any Subsidiary to a consent to, or a
          waiver, amendment,  modification or other change of, any of the terms,
          conditions,  obligations,  covenants  or  agreements  contained in the
          Credit Agreement in similar or different circumstances. This Amendment
          shall apply and be effective  only with respect to the  provisions  of
          the Credit  Agreement  specifically  referred to herein.  The Borrower
          hereby  ratifies,  affirms,  acknowledges  and agrees  that the Credit
          Agreement  and the  Loans  and  reimbursement  obligations  thereunder
          represent the valid,  enforceable and  collectible  obligations of the
          Borrower,   and  acknowledges  that  there  are  no  existing  claims,
          defenses,  personal or otherwise,  or rights of setoff whatsoever with
          respect  to  the  Credit  Agreement  or  the  Loans  or  reimbursement
          obligations thereunder.

               (b) As used  in the  Credit  Agreement,  the  terms  "Agreement",
          "herein", "hereinafter",  "hereunder",  "hereto", and words of similar
          import  shall  mean,  from and  after  the  date  hereof,  the  Credit
          Agreement as amended by this Amendment.

               (c) Section headings used herein are for convenience of reference
          only and are not to affect  the  construction  of, or to be taken into
          consideration  in  interpreting,  this  Amendment.


                                       17
<PAGE>

               (d) THIS  AMENDMENT  SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND
          GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

               (e) This Amendment may be executed in any number of counterparts,
          each of which  shall  be an  original  but all of  which,  when  taken
          together, shall constitute but one instrument.

               (f) The Lenders  hereby waive any Default  resulting from (i) the
          failure by the Borrower to timely provide to the Administrative  Agent
          the  Borrower's  March 31, 1999  financial  statements  as required in
          Section  5.01(a) of the Credit  Agreement and (ii) the "going concern"
          qualification  contained in the report of the  Borrower's  independent
          public accountants given in connection with such financial statements.


                                       18
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective duly authorized
officers as of the date first above written.

                               CONTIFINANCIAL CORPORATION

                               by
                                   -----------------------------------
                                   Name:/s/ Alan Fishman
                                   Title: Authorized Signatory

                               by
                                   -----------------------------------
                                   Name:/s/ Frank Baier
                                   Title: Authorized Signatory


                              CREDIT SUISSE FIRST BOSTON, NEW
                              YORK BRANCH Individually and as
                              Administrative Agent,

                               by
                                   -----------------------------------
                                   Name:/s/ Robert N. Finney
                                   Title: Managing Director

                               by
                                   -----------------------------------
                                   Name:/s/ Jay Chall
                                   Title: Director

                               DRESDNER BANK AG, NEW YORK AND
                               GRAND CAYMAN BRANCHES,

                               by
                                   -----------------------------------
                                   Name:/s/ J. Curtin Beaudouin
                                   Title: First Vice President

                               by
                                   -----------------------------------
                                   Name:/s/ Anthony C. Valencourt
                                   Title: Senior Vice President

<PAGE>

                               CORESTATES BANK, N.A.,

                               by
                                   -----------------------------------
                                   Name:
                                   Title:

                               THE BANK OF NEW YORK,

                               by
                                   -----------------------------------
                                   Name:/s/ Richard P. Hebner
                                   Title: Vice President

                               DEUTSCHE BANK AG, NEW YORK AND/OR
                               CAYMAN ISLAND BRANCHES,

                               by
                                   -----------------------------------
                                   Name:/s/ Gayma Z. Shivnarain
                                   Title: Director

                               by
                                   -----------------------------------
                                   Name:/s/ John S. McGill
                                   Title: Director

                               DG BANK,

                               by
                                   -----------------------------------
                                   Name:/s/ Wolfgang Bollmann
                                   Title: Senior Vice President

                               by
                                   -----------------------------------
                                   Name:/s/ Norah McCann
                                   Title: Senior Vice President

                               THE BANK OF NOVA SCOTIA,

                               by
                                   -----------------------------------
                                   Name:/s/ A.T.D. Clarke
                                   Title: Senior Manager

<PAGE>

                               CREDIT LYONNAIS NEW YORK BRANCH,

                               by
                                   -----------------------------------
                                   Name:/s/ David Bonington
                                   Title: Vice President

                               SOCIETE GENERALE, NEW YORK BRANCH

                               by
                                   -----------------------------------
                                   Name:/s/ Charles D. Fischer, Jr.
                                   Title: Vice President

                               COMERICA BANK,

                               by
                                   -----------------------------------
                                   Name:/s/ Von L. Ringger
                                   Title: First Vice President

                               FIRST UNION NATIONAL BANK OF NORTH CAROLINA,

                               by
                                   -----------------------------------
                                   Name:/s/ Helen F. Wessling
                                   Title: Vice President

                               MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                               by
                                   -----------------------------------
                                   Name:/s/ Anna Marie Fallon
                                   Title: Vice President

                               PNC BANK NATIONAL ASSOCIATION,

                               by
                                   -----------------------------------
                                   Name:/s/ Robert E. Bjoahul
                                   Title: Vice President

<PAGE>

                               THE SUMITOMO BANK, LIMITED, NEW
                               YORK BRANCH,

                               by
                                   -----------------------------------
                                   Name:/s/ Suresh S. Tata
                                   Title: Senior Vice President