SUPPLEMENTAL SERVICING AMENDMENT

                  SUPPLEMENTAL  SERVICING AMENDMENT dated as of November 9, 1999
by and among ContiMortgage Corporation, a Delaware corporation (the "Servicer"),
ContiWest  Corporation,  a Nevada  corporation,  ContiSecurities  Asset  Funding
Corp., a Delaware  corporation (the  "Depositor"),  Greenwich  Capital Financial
Products,  Inc.,  a  Delaware  corporation  (the  "Supplemental  Servicer")  and
Manufacturers  and Traders Trust Company,  a New York banking  corporation  (the
"Trustee"),  in its capacity as Trustee  under each of the Pooling and Servicing
Agreements  listed on the attached  Schedule A-1 and Schedule A-2 (the  "Pooling
Agreements")  with respect to the trusts (the "Trusts")  formed  pursuant to the
Pooling Agreements.

                  WHEREAS,  the Servicer and the Trustee have previously entered
into the Pooling Agreements,  among the Servicer, the Trustee, the Depositor and
the other  parties  named  therein  pursuant to which the  Servicer is to act as
servicer  to service and  administer  the home  equity  loans (the "Home  Equity
Loans") owned by the Trusts in accordance with the Pooling Agreements;

                  WHEREAS, Servicer and Continental Grain Company, among others,
are party to a Subservicing  Agreement  dated as of November 1, 1998 (the "Grain
Subservicing Agreement") and desire to terminate that Agreement;

                  WHEREAS,  the Depositor,  Servicer and each Trustee desire the
appointment  of the  Supplemental  Servicer  to perform  the  obligations  under
Section 2.02(a) of this Amendment;

                  WHEREAS,   the   Certificate   Insurers  for  each  Trust,  as
applicable,  have  consented to this  Amendment and the Rating  Agencies  rating
securities  issued by each  Trust have  confirmed  that this  Amendment  to each
Pooling Agreement will not cause such Rating Agency to reduce its current rating
assigned to any Class of rated Certificates;

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants  hereinafter set forth,  the parties  hereto,  intending to be legally
bound, hereby agree as follows:

                                   ARTICLE I

                             AMENDMENT; DEFINITIONS

                  SECTION 1.01. Amendment. This Supplemental Servicing Amendment
("Amendment") constitutes an amendment and supplement to each Pooling Agreement.

                  SECTION  1.02.  Definitions.  The  following  terms  have  the
following meanings when used in this Amendment.

                  "Advance  Conditions"  has the  meaning  set forth in  Section
2.02(d) hereof.

<PAGE>

                  "Amendment" means this Supplemental  Servicing Amendment,  and
all amendments hereof and supplements hereto.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial  banking  institutions in The City of New York, or
in the city in which the  principal  corporate  trust  office of the  Trustee is
located, are authorized or obligated by law or executive order to be closed, and
when used with reference to the  determination of LIBOR,  shall also exclude any
day on which banks are not open for  dealings  in dollar  deposits in the London
interbank market.

                  "Calculated  Delinquency Advance" has the meaning set forth in
Section 2.02(a) hereof.

                  "Clearance  Account"  has the  meaning  set  forth in  Section
2.03(a) hereof.

                  "Clearing  Bank" means Chase Manhattan Bank, N.A. or any other
Designated  Depository  Institution  mutually  acceptable  to  the  Supplemental
Servicer, the Servicer and the Certificate Insurer for each Trust.

                  "Compensating  Interest" with respect to any Trust Group,  has
the meaning set forth in the related Pooling Agreement.

                  "Daily  Collections"  has  the  meaning,  with  respect  to  a
particular  Trust  Group,  set forth in the Pooling  Agreement  relating to such
Trust Group.

                  "Depositor"  has the  meaning  set  forth in the  introductory
paragraph hereof.

                  "Disbursing  Agent"  shall  mean  each  of  the  Servicer  and
Supplemental Servicer acting as agents for each Trust.

                  "Disbursement  Notice"  has the  meaning  set forth in Section
2.03(d) herein.

                  "Funds Available for Servicing  Payments" means,  with respect
to any Trust,  the amounts  described  in the related  Pooling  Agreement as the
Servicing Fee and other  servicing  compensation  payable to the Servicer  under
such Pooling  Agreement,  including  but not limited to, late  payment  charges,
prepayment charges,  release fees,  assumption fees and bad check charges during
any Remittance Period.

                  "Grain  Subservicing  Agreement"  has the meaning set forth in
the second WHEREAS clause in the Recitals hereof.

                  "Gross  Collections"  means, with respect to each Trust Group,
all  amounts  paid with  respect to the Home  Equity  Loans,  including  but not
limited  to,  the  total  amount  of  principal,   interest,   Prepayments,  Net
Liquidation  Proceeds,  Insurance  Proceeds,  late payment  charges,  prepayment
charges,  release fees,  assumption fees and bad check charges,  received by the
Servicer  or by any other  entity on behalf of the Trust,  in all  circumstances
prior to the  payment,  netting  or  deduction  of any  amount  and prior to the
deposit of such funds into the Principal and Interest Account.


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<PAGE>

                  "Home  Equity  Loans" has the  meaning  set forth in the first
WHEREAS clause in the Recitals hereof.

                  "LIBOR"  means,  with  respect to any period  commencing  on a
Monthly Remittance Date and ending on the day before the next Monthly Remittance
Date,  the rate of interest  (calculated  on a per annum basis) equal to the one
month London  Interbank  Offered Rate as reported on the display  designated  as
"Page 3750" on the Telerate  Service (or such other  display as may replace Page
3750 on the Telerate Service) on the related LIBOR Determination Date.

                  "LIBOR  Determination  Date" means, with respect to any period
commencing  on a Monthly  Remittance  Date and ending on the day before the next
Monthly Remittance Date, such earlier Monthly Remittance Date.

                  "Mandatory  Trust  Groups"  means  the  Trusts  identified  on
Schedule A-1 and the Trust Groups identified on Schedule A-2 as "Mandatory."

                  "Maximum  Aggregate  Supplemental  Delinquency  Advance" means
$125,000,000.

                  "Maximum Available Supplemental Delinquency Advance" means the
Maximum  Aggregate  Supplemental  Delinquency  Advance  less the  amount  of any
outstanding unreimbursed Supplemental Delinquency Advances.


                  "Net  Collections"  means  Gross  Collections  minus the Funds
Available for Servicing Payments.

                  "Optional  Trust Groups" means the Trust Groups  identified on
Schedule A-2 as "Optional."

                  "Person"  means any legal person,  including  any  individual,
corporation, limited liability company, partnership, joint venture, association,
joint stock company,  trust,  unincorporated  organization  or government or any
agency or political subdivision thereof.

                  "Pooling   Agreements"  has  the  meaning  set  forth  in  the
introductory paragraph hereof.

                  "Principal and Interest Account" has the meaning, with respect
to a  particular  Trust,  set forth in the  Pooling  Agreement  relating to such
Trust.

                  "Right" has the meaning set forth in Section 6.04 hereof.

                  "Servicer"  has the  meaning  set  forth  in the  introductory
paragraph hereof.

                  "Servicer  Delinquency  Advance"  has the meaning set forth in
Section 2.02(a) hereof.


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<PAGE>

                  "Supplemental  Delinquency  Advance" has the meaning set forth
in Section 2.02(a) hereof.

                  "Supplemental  Delinquency Advance Notice" has the meaning set
forth in Section 2.02(b) hereof.

                  "Supplemental  Servicer"  has the  meaning  set  forth  in the
introductory paragraph hereof.

                  "Supplemental  Servicing  Fee" has the  meaning  set  forth in
Section 2.04(a) hereof.

                  "Supplemental  Servicing Fee  Shortfall"  means any difference
between the amount of the  Supplemental  Servicing  Fee due to the  Supplemental
Servicer pursuant to Section 2.04(a) hereof on any particular day and the amount
of the Supplemental  Servicing Fee actually paid to the Supplemental Servicer on
such day.

                  "Trust  Groups"  means with respect to the Trusts set forth on
Schedule A-1, such Trusts,  and with respect to the Trusts set forth on Schedule
A-2, the Loan Groups for each such Trust identified on such Schedule.

                  "Trustee"  has  the  meaning  set  forth  in the  introductory
paragraph hereof

                  "Trusts"  has  the  meaning  set  forth  in  the  introductory
paragraph hereof.

                  "Turbo  Event" has the  meaning  set forth in Section  4.01(c)
hereof.

                  "Verification Agent" has the meaning set forth in Section 6.01
hereof.

                  SECTION  1.03.  Other  Terms.  Capitalized  terms used but not
defined  herein  shall have the  meanings  ascribed to such terms in the related
Pooling Agreements.

                                   ARTICLE II

                   THE SERVICER AND THE SUPPLEMENTAL SERVICER

                  SECTION  2.01.   Appointment  of  the  Supplemental  Servicer;
Direction  to Trustee.  Pursuant to the Pooling  Agreements,  each  Trustee,  on
behalf of each Trust,  hereby appoints the Supplemental  Servicer to perform the
services set forth in Section 2.02 hereof,  which  appointment the  Supplemental
Servicer  hereby  accepts.  The  Supplemental  Servicer  agrees to  perform  the
obligations  set forth in Section 2.02 hereof in  accordance  with the terms set
forth herein and in the Pooling Agreements. The Supplemental Servicer undertakes
no  obligations of the Servicer  under the Pooling  Agreements  other than those
expressly  set forth in Section 2.02  hereof.  Nothing in this  Amendment  shall
relieve the Servicer of its obligations  under the Pooling  Agreements or in any
way limit such obligations.

                  The  Depositor  hereby  directs  each  Trustee to execute  and
deliver   this   Amendment   on  behalf  of  each  Trust  and  to  notify   each
Certificateholder entitled to notice in accordance with the terms of the related
Pooling Agreement.


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<PAGE>

                  SECTION 2.02. Obligations of the Supplemental Servicer.

                  (a) The  Supplemental  Servicer  shall,  with  respect to each
Mandatory  Trust  Group,  and may,  with respect to each  Optional  Trust Group,
advance on each  Monthly  Remittance  Date,  until the  Supplemental  Servicer's
advancing obligation terminates pursuant to Section 4.01 hereof, to each Trustee
on behalf its respective Trust Groups, a "Supplemental  Delinquency  Advance" in
an amount equal to the lesser of

                  (i)      the "Calculated  Delinquency Advance," which shall be
                           the lesser of:

                           (a)      the Delinquency  Advance due on such Monthly
                                    Remittance  Date for such  Trust  Group less
                                    (I) any  Compensating  Interest with respect
                                    to such  Remittance  Period  not paid by the
                                    Servicer  with  its own  funds  and (II) any
                                    portion  of a  Delinquency  Advance  to  the
                                    extent  payable as a result of accounting or
                                    other  errors,  or the  failure  to  deposit
                                    funds or the  misapplication of funds by the
                                    Servicer, and

                           (b)      5.0% of the unpaid principal  balance of the
                                    Home Equity  Loans of such Trust Group as of
                                    the last Business Day of the calendar  month
                                    immediately  preceding the calendar month in
                                    which such  Monthly  Remittance  Date occurs
                                    less    any    unreimbursed     Supplemental
                                    Delinquency Advances for such Trust Group as
                                    of such Monthly Remittance Date; and

                  (ii)     if  the  aggregate  of  all  Calculated   Delinquency
                           Advances exceeds the Maximum  Available  Supplemental
                           Delinquency  Advance,  the  amount of the  Calculated
                           Delinquency  Advance shall be allocated on a pro rata
                           basis  among  the  Trusts,  based on the ratio of the
                           aggregate Calculated  Delinquency Advances due to all
                           Trusts   to  the   Maximum   Available   Supplemental
                           Delinquency Advance,  first among the Mandatory Trust
                           Groups and secondly  among the Optional  Trust Groups
                           for  which  the  Supplemental  Servicer  is  making a
                           Supplemental Delinquency Advance.

With respect to any Trust Group, the Supplemental Servicer may agree in its sole
discretion to make a Supplemental  Delinquency Advance in an amount greater than
the Calculated  Delinquency  Advance provided for above. Unless otherwise agreed
by the  Supplemental  Servicer  in its sole  discretion,  in no event  shall the
aggregate of all Supplemental  Delinquency Advances exceed the Maximum Available
Supplemental  Delinquency  Advance.  The  difference  between  the  Supplemental
Delinquency Advance paid by the Supplemental  Servicer on any Monthly Remittance
Date to a  particular  Trust  Group and  received  by the  Trustee and the total
Delinquency Advance due under the Pooling Agreement for such Trust Group on such
Monthly  Remittance Date shall be paid by the Servicer as a Delinquency  Advance
(a "Servicer Delinquency Advance").


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<PAGE>

                  (b) No later than 1:00 p.m.  New York time on the Business Day
preceding  each  Monthly  Remittance  Date,  the Servicer  shall  deliver to the
Supplemental Servicer, each Trustee and the Certificate Insurer for each Trust a
notice (the "Supplemental Delinquency Advance Notice"), in the form of Exhibit I
hereto,  setting  forth,  among other  things,  the amounts due on such  Monthly
Remittance  Date  for the  Delinquency  Advance,  the  Supplemental  Delinquency
Advance  and the  Servicer  Delinquency  Advance to each  Trustee for each Trust
Group,  and the  amounts  thereof  from prior  Remittance  Periods  that  remain
unreimbursed.

                  (c) As soon as reasonably practicable following receipt of the
Supplemental  Delinquency Advance Notice, the Supplemental Servicer shall advise
the  Servicer  and  the  Verification  Agent  of  the  amount,  if  any,  of the
Supplemental  Advance it intends to make in respect of Optional Trust Groups. On
each Monthly Remittance Date, the Supplemental  Servicer shall,  pursuant to the
terms of this Section 2.02, pay in immediately  available funds by wire transfer
to the Certificate  Account for each Trust the Supplemental  Delinquency Advance
due in  respect of each  Mandatory  Trust  Group and,  if it elects to make such
advance,  the  Supplemental  Delinquency  Advance  (or portion  thereof)  due in
respect of each Optional Trust Group.

                  (d) The  obligation  of the  Supplemental  Servicer  to make a
Supplemental  Delinquency  Advance  in  respect of a  Mandatory  Trust  Group is
expressly  conditioned upon (i) issuance of a Supplemental  Delinquency  Advance
Notice verified by the Verification Agent at least one Business Day prior to the
Monthly  Remittance  Date with regard to such Trust  Group,  (ii) no Turbo Event
with respect to any Trust having occurred and continuing unremedied and no facts
or  circumstances  described in Section  4.01(c) having  occurred and continuing
unremedied,  without  regard to whether the  Supplemental  Servicer has issued a
notice  with  respect to such  event(s),  (iii) this  Amendment  not having been
terminated; (iv) the Clearing Bank not having failed to act in accordance with a
Disbursement Notice; (v) the Supplemental Servicer determining in its reasonable
good  faith  judgment  that  such  Supplemental   Delinquency  Advance  will  be
recoverable  from Net Collections of such Trust Group within three months of the
date made;  and (vi) the  Servicer  having  paid in full all  amounts due to the
Verification Agent (collectively, the "Advance Conditions"). Notwithstanding any
provision contained herein to the contrary, the Supplemental Servicer shall have
no obligation to make a Supplemental  Delinquency  Advance to a particular Trust
unless  all the  Advance  Conditions  have been  satisfied  and the  making of a
Supplemental  Delinquency  Advance if any Advance  Conditions  are not satisfied
shall not constitute a waiver of such right or be construed as a precedent.

                  SECTION  2.03.  Servicer  Acts as  Agent;  Gross  Collections;
Disbursing Notices.

                  (a) The  Servicer  shall,  during the term of this  Amendment,
deposit or cause to be deposited Gross  Collections  upon receipt for each Trust
without  deduction,  off-set or netting into an account entitled  "ContiMortgage
Payment  Clearing  A/C FBO Other  Investors/Custodial  Acct"  maintained  at the
Clearing  Bank  for  the  benefit  of  the  Trusts  (the  "Clearance  Account").
Notwithstanding  anything to the contrary in any Pooling Agreement, the Servicer
shall not receive Servicing Fees, other servicing compensation, or reimbursement
of Servicing Advances or Servicer Delinquency Advances except in accordance with
this Amendment and the Servicer shall not be entitled to deduct,  off-set or net
any amounts from Gross Collections prior to deposit into the Clearance Account.


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<PAGE>

                  (b) The parties hereto agree that the Servicer shall be acting
in the  capacity  as agent of the Trusts  when it  receives  Gross  Collections,
deposits  Gross  Collections  into the  Clearance  Account  and  when it  issues
Disbursement  Notices,  and that the Servicer has no right, title or interest in
any Gross  Collections  unless and until such amounts are  actually  paid to the
Servicer  pursuant to an authorized  Disbursement  Notice for its own benefit in
accordance with this Amendment.

                  (c) The Servicer shall not have or obtain any right,  title or
interest  in any amounts  paid from the Gross  Collections  to the  Supplemental
Servicer as a Supplemental  Servicing  Fee, as  reimbursement  for  Supplemental
Delinquency  Advances,  or otherwise.  The Servicer acknowledges and agrees that
any  Gross  Collections  received  and held by it in the  Clearance  Account  or
otherwise are held as agent and in trust for the applicable Trust. Each Trust is
the  owner  of its  Gross  Collections  until  actually  paid  pursuant  to this
Amendment and the Pooling Agreement.

                  (d) Subject to Section  2.06,  on each  Business  Day in which
collected funds are on deposit in the Clearance  Account,  the Disbursing Agent,
as agent for each Trustee,  shall issue a notice to the Clearing Bank, the other
Disbursing  Agent and the  Verification  Agent (each a  "Disbursement  Notice"),
which in each case shall contain (subject to appropriate modification) the items
of information  shown on Exhibit II hereto,  directing such Clearing Bank to (i)
transfer  the  appropriate  amounts of escrow  funds,  insurance  premiums,  and
suspense items to their respective  accounts,  (ii) to pay by wire transfer from
the Clearance  Account to the  Supplemental  Servicer or the Servicer from Funds
Available  for  Servicing   Payments   remaining  after  transfers  pursuant  to
subsection (i) in this paragraph,  as appropriate and pursuant to the priorities
established in this Amendment, all available funds necessary to pay Supplemental
Servicing Fees,  Servicing Fees and other servicing  compensation,  and (iii) to
pay by wire transfer from the Clearance Account to the Supplemental  Servicer or
the  Servicer  from any funds of each  Trust  Group  remaining  after  transfers
pursuant to  subsections  (i) and (ii) in this  paragraph,  as  appropriate  and
pursuant to the priorities established in this Amendment, all available funds of
each Trust Group necessary to reimburse  Supplemental  Delinquency  Advances and
Servicer  Delinquency  Advances,  provided,  that any disputed  amounts shall be
deposited  into the  Principal  and  Interest  Account for the related  Trust as
provided  in Section  6.01.  To the extent any amounts  remain in the  Clearance
Account after such amounts have been paid,  the  Disbursing  Agent shall issue a
Disbursement Notice directing the Clearing Bank to deposit the Daily Collections
into the Principal and Interest Account for the related Trust.

                  (e) In all instances in which the Disbursing Agent is required
to perform an action,  the  Servicer  shall be obligated to take such action and
the Supplemental Servicer may, but is not required to perform, such action. Each
person  receiving  direction  or a  notice  (including,  without  limitation,  a
Disbursement Notice) from the Servicer and Supplemental  Servicer,  in each case
as Disbursing Agent, pertaining to the payment of Supplemental Servicing Fees or
reimbursement  for  Supplemental   Delinquency   Advances  shall  disregard  the
direction or notice from the Servicer and act in  accordance  with the direction
or notice from the Supplemental Servicer. The Supplemental Servicer as the other
Disbursing Agent,  retains the right to issue alternate  Disbursement Notices to
the Clearing Bank concerning  Supplemental  Servicing Fees and reimbursement for
Supplemental   Delinquency  Advances  which  shall  supercede  any  inconsistent
direction or notice  issued by the Servicer as  Disbursing  Agent and


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<PAGE>

shall make all such  inconsistent  notices  or  directions  null and void.  Each
Disbursing  Agent  agrees  that it will only  disburse  funds on  deposit in the
Clearance   Account  in  accordance  with  the  terms  of  the  related  Pooling
Agreements, as amended by this Amendment. If the Supplemental Servicer is acting
as Disbursing  Agent, it shall disburse funds in the Clearance Account only with
respect  to the Home  Equity  Loans  owned by the  Trusts.  At such time as this
Amendment  has  terminated  and the  Supplemental  Servicer  has  been  paid and
reimbursed all amounts owing to it pursuant to this Amendment,  the Supplemental
Servicer  shall so notify the Clearing  Bank, and shall advise the Clearing Bank
that it is no longer  authorized to issue  Disbursement  Notices pursuant hereto
and that any then effective Disbursement Notices given by it shall thereafter be
void.

                  SECTION 2.04. Supplemental Servicing Fee.

                  (a) As  compensation  for  rendering  the  services  specified
herein,  the  Supplemental  Servicer  shall be entitled  to receive,  on a daily
basis, a supplemental servicing fee (the "Supplemental Servicing Fee") from each
Trust.  The  Supplemental  Servicing  Fee  due  on  any  particular  day  from a
particular  Trust shall  equal the  product of (i) LIBOR plus 250 basis  points,
(ii)  1/360 and  (iii) the  highest  amount  of such  unreimbursed  Supplemental
Delinquency Advances associated with such Trust on such day, provided,  however,
that on any day that there are accrued and unpaid  Supplemental  Servicing  Fees
for a prior Monthly Remittance  Period, the Supplemental  Servicing Fee for that
day shall not exceed 12.0% per annum.

                  (b) The Supplemental Servicing Fee shall be paid each Business
Day solely  from the Funds  Available  for  Servicing  Payments,  pursuant  to a
Disbursement  Notice,  prior to any  payment  to the  Servicer  (or a  successor
servicer) with respect to the Servicing Fee or other servicer compensation.  The
Servicer  (or a  successor  servicer)  shall  not be  entitled  to  receive  the
Servicing  Fee or  other  servicing  compensation  and no  Trust  shall  pay the
Servicing Fee or other  servicing  compensation  to the Servicer (or a successor
servicer) if there exists a Supplemental Servicing Fee Shortfall.  The amount of
any Supplemental Servicing Fee paid to the Supplemental Servicer from each Trust
shall  reduce,  dollar-for-dollar,  the  amount of the  Servicing  Fee and other
Servicer compensation that would otherwise have been payable to the Servicer (or
a successor servicer) by such Trust but for the execution of this Amendment.

                  (c) Upon payment in full of all  Supplemental  Servicing  Fees
then due and owing,  all remaining  Funds  Available for Servicing  Payments (if
any) shall be paid to the Servicer (or a successor servicer).

                  (d)   Notwithstanding   anything  to  the   contrary  in  this
Amendment,  the  amount  paid to the  Supplemental  Servicer  as a  Supplemental
Servicing Fee in a Remittance  Period from a particular Trust may not exceed the
total Funds Available for Servicing  Payments deposited to the Clearance Account
for such Trust for such Remittance Period.

                  SECTION  2.05.   Reimbursement  for  Supplemental  Delinquency
Advances

                  (a) The  Supplemental  Servicer  shall be  reimbursed  for all
Supplemental  Delinquency  Advances it makes.  For the  avoidance of doubt,  the
reimbursement  for Supplemental  Delinquency  Advances and Servicer  Delinquency
Advances  made in  respect of a


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<PAGE>

particular Trust Group shall be from the Net Collections of such Trust Group and
not on a  loan-by-loan  basis and no funds shall be remitted  from the Principal
and Interest Account to the Trustee for deposit into the Certificate  Account to
the extent that there are any  Supplemental  Delinquency  Advances that have not
been  reimbursed.  On each Business Day during each  Remittance  Period on which
there is an unreimbursed  Supplemental Delinquency Advance, the Disbursing Agent
shall, on a Trust  Group-by-Trust  Group basis,  issue a Disbursement  Notice to
reimburse the  Supplemental  Servicer from Net Collections held in the Clearance
Account for all outstanding  Supplemental  Delinquency Advances prior to payment
of any amount from Net Collections to the Servicer (or a successor  servicer) or
to the Principal and Interest Account.

                  (b) For  the  avoidance  of  doubt,  notwithstanding  anything
contained  in  the  Pooling  Agreements  to the  contrary,  the  Servicer  (or a
successor  servicer) is not entitled  to, and may not obtain,  reimbursement  of
Delinquency  Advances  in  respect  of  any  Trust  Group  (including,   without
limitation,  from the Clearance Account or Principal and Interest Account) prior
to  the  Supplemental  Servicer  receiving  reimbursement  of  all  Supplemental
Delinquency Advances outstanding with respect to such Trust Group.

                  (c) In the event that the  Supplemental  Servicer has not been
reimbursed  in  full  for  Supplemental   Delinquency  Advances  relating  to  a
particular Trust Group, but funds relating to such Trust Group have nevertheless
been  deposited  into the  related  Principal  and  Interest  Account,  then the
Supplemental  Servicer  shall be  reimbursed  from such funds on deposit in such
Principal  and  Interest  Account  prior to the  transfer of such amounts to the
Certificate Account.  Such reimbursement from the Principal and Interest Account
shall be made by the applicable Trust on receipt of a notice from the Disbursing
Agent.

                  (d) For the avoidance of doubt, and  notwithstanding  anything
herein or in the Pooling Agreement to the contrary, the Servicer (or a successor
servicer) shall be entitled to recover Servicer Advances on a loan-by-loan basis
from the Mortgagors to the extent permitted by the Home Equity Loans, or, if not
recovered  from the  Mortgagor on whose behalf the  Servicing  Advance was made,
from  Liquidation  Proceeds  realized upon the  liquidation  of the related Home
Equity Loan prior to the payment of  Liquidation  Proceeds to any other party to
this Amendment.

                  SECTION 2.06.  Certification of Supplemental  Servicer Fee and
Supplemental  Delinquency Advance  Reimbursement Rights. The right to payment of
the Supplemental  Servicing Fee and the right to reimbursement  for Supplemental
Delinquency  Advances  shall  be  evidenced  by  a  negotiable   certificate  (a
"Supplemental Servicing Certificate") in the form attached hereto as Exhibit III
if the owner of the Supplemental Delinquency Advances so requests of the Trustee
in writing.  Each  Supplemental  Servicing  Certificate  shall be  executed  and
authenticated  by the  manual or  facsimile  signature  of one of the  Trustee's
Authorized Officers. Upon proper authentication by the Trustee, the Supplemental
Servicing  Certificates  shall bind each Trust and shall  evidence  each Trust's
obligations to pay and reimburse the Supplemental Servicing Fee and the right to
reimbursement  for  Supplemental  Delinquency  Advances in accordance  with this
Amendment  and the related  Pooling  Agreement.  The holder of any  Supplemental
Servicing Certificate may transfer, pledge, encumber,  hypothecate or assign all
or any part of its rights in the Supplemental Servicing Certificate. The Trustee
shall cause to be kept a register in which the  registration of the Supplemental
Servicing   Certificates  and  any  transfer  of  the   Supplemental   Servicing


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<PAGE>

Certificates shall be recorded if so requested by the transferee or pledgee.  If
so directed by the  Trustee or the  Supplemental  Servicer,  the  Servicer  will
include  payment  instructions  for  the  registered  owner  of  a  Supplemental
Servicing   Certificate  in  Disbursement   Notices  subsequently  given.  If  a
Supplemental Servicing Certificate is destroyed, lost of stolen, upon reasonable
security and indemnity to hold the Trustee and the  applicable  Trust  harmless,
the  Trustee  shall  execute  a  new  Supplemental   Servicing   Certificate  in
replacement   for  the  destroyed,   lost  or  stolen   Supplemental   Servicing
Certificate.  Simultaneously  with  the  payment  in  full  of any  Supplemental
Servicing Certificate after the termination of this Amendment,  such Certificate
shall be surrendered  to the Trustee.  The  Supplemental  Servicer shall pay any
reasonable  and  customary  fees charged by the Trustee in  connection  with the
issuance of any Supplemental Servicing Certificate or for effecting any transfer
thereof.  The  Supplemental  Servicer  hereby  agrees to indemnify and hold each
Trust and the Trustee harmless  against any loss,  liability,  claim,  damage or
expense  incurred in connection  with any legal action or proceeding  brought by
any third  party who has  acquired an  interest  in any  Supplemental  Servicing
Certificate.

                                  ARTICLE III

         REPRESENTATIONS, WARRANTIES AND COVENANTS; CONDITIONS PRECEDENT

                  SECTION 3.01. Representations, Warranties and Covenants of the
Supplemental  Servicer. The Supplemental Servicer hereby represents and warrants
to and covenants with the Trustee as follows:

                  (a) The Supplemental  Servicer is a Delaware  corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and is in compliance with the laws of each state necessary to enable it
to perform its obligations  under the terms of this Amendment;  the Supplemental
Servicer has the full corporate  power and authority to execute and deliver this
Amendment and to perform in accordance  herewith;  the  execution,  delivery and
performance of this Amendment by the Supplemental  Servicer and the consummation
of the transactions  contemplated  hereby have been duly and validly authorized;
this Amendment  evidences the valid,  binding and enforceable  obligation of the
Supplemental  Servicer; and all requisite corporate action has been taken by the
Supplemental  Servicer  to make  this  Amendment  valid  and  binding  upon  the
Supplemental Servicer in accordance with its terms;

                  (b) Neither the execution and delivery of this Amendment,  nor
the  fulfillment  of or  compliance  with  the  terms  and  conditions  of  this
Amendment,  will  conflict  with or  result  in a  breach  of any of the  terms,
conditions or provisions of the  Supplemental  Servicer's  charter or by-laws or
any material agreement or instrument to which the Supplemental Servicer is now a
party  or by which  it is  bound,  or  constitute  a  default  or  result  in an
acceleration under any of the foregoing,  or result in the violation of any law,
rule,  regulation,  order, judgment or decree to which the Supplemental Servicer
or its property is subject;

                  (c) There is no action,  suit,  proceeding,  or  investigation
pending or, to the knowledge of the Supplemental  Servicer,  threatened  against
the Supplemental Servicer which, either in any one instance or in the aggregate,
may result in any material adverse change in the business, operations, financial
condition, properties or assets of the Supplemental Servicer, or in


                                       10
<PAGE>

                  any  material  impairment  of  the  right  or  ability  of the
Supplemental  Servicer to carry on its business, or of any action taken or to be
taken  in  connection  with  the  obligations  of  the   Supplemental   Servicer
contemplated  herein,  or which  would  materially  impair  the  ability  of the
Supplemental Servicer to perform under the terms of this Amendment; and

                  (d) No consent, approval,  authorization or order of any court
or  governmental  agency or body is required  for the  execution,  delivery  and
performance by the  Supplemental  Servicer of or compliance by the  Supplemental
Servicer  with  this  Amendment  or  the   consummation   of  the   transactions
contemplated by this Amendment,  or if required, such approval has been obtained
prior to the date hereof.

                  SECTION 3.02. Representations, Warranties and Covenants of the
Servicer.  The Servicer hereby represents and warrants to and covenants with the
Supplemental Servicer and the Trustee as follows:

                  (a) The  Servicer is a Delaware  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and is in  compliance  with the laws of each  state  necessary  to  enable it to
perform its obligations under the terms of this Amendment;  the Servicer has the
full corporate  power and authority to execute and deliver this Amendment and to
perform in accordance herewith; the execution,  delivery and performance of this
Amendment by the Servicer and the consummation of the transactions  contemplated
hereby have been duly and  validly  authorized;  this  Amendment  evidences  the
valid,  binding and  enforceable  obligation of the Servicer;  and all requisite
corporate action has been taken by the Servicer to make this Amendment valid and
binding upon the Servicer in accordance with its terms;

                  (b) Neither the execution and delivery of this Amendment,  nor
the  fulfillment  of or  compliance  with  the  terms  and  conditions  of  this
Amendment,  will  conflict  with or  result  in a  breach  of any of the  terms,
conditions or provisions  of the  Servicer's  charter or by-laws or any material
agreement or  instrument  to which the Servicer is now a party or by which it is
bound,  or  constitute a default or result in an  acceleration  under any of the
foregoing,  or result in the  violation  of any law,  rule,  regulation,  order,
judgment or decree to which the Servicer or its property is subject;

                  (c) There is no action,  suit,  proceeding,  or  investigation
pending or, to the  knowledge of the Servicer,  threatened  against the Servicer
which,  either  in any one  instance  or in the  aggregate,  may  result  in any
material  adverse  change  in the  business,  operations,  financial  condition,
properties or assets of the Servicer, or in any material impairment of the right
or  ability  of the  Servicer  to carry  on its  business  substantially  as now
conducted,  or of any  action  taken  or to be  taken  in  connection  with  the
obligations  of the  Servicer  contemplated  herein,  or which would  materially
impair the ability of the Servicer to perform under the terms of this Amendment;
and

                  (d) No consent, approval,  authorization or order of any court
or  governmental  agency or body is required  for the  execution,  delivery  and
performance by the Servicer of or compliance by the Servicer with this Amendment
or the  consummation of the transactions  contemplated by this Amendment,  or if
required, such approval has been obtained prior to the date hereof.


                                       11
<PAGE>

                  (e) The Servicer has no right,  title or interest in or to any
Gross Collections  (other than as trustee,  or as agent for the related Trustee,
of Gross  Collections held by it or by the Clearing Bank) unless and until funds
from such Gross  Collections  are actually paid to it pursuant to the applicable
Pooling Agreement, as modified by this Amendment.

                  (f) The  Servicer  shall  continue to collect and deposit into
the  Clearance  Account,  in the  ordinary  course  of its  business,  the Gross
Collections in the same manner that it has been  collecting and depositing  such
receipts and deposits,  except that the Servicer may not net,  off-set or deduct
from such collections or deposits.

                  (g) The Servicer shall cooperate with the  Verification  Agent
and shall allow the Verification Agent access to the Servicer's books,  records,
computer  system and employees  during  ordinary  business hours upon reasonable
notice and shall allow the  Verification  Agent to review all  collections  with
respect  to Home  Equity  Loans and to make such  copies of books,  records  and
documents as the Verification  Agent determines in its sole discretion,  in each
case, on a daily basis.

                  SECTION 3.03. Conditions  Precedent.  This Amendment shall not
become effective unless the following conditions are met or waived in writing by
the  Supplemental  Servicer:  (i)  receipt by the  Supplemental  Servicer  of an
acknowledgement  by the Clearing Bank in form and substance  satisfactory to the
Supplemental   Servicer  agreeing  to  accept  Disbursement   Notices  from  the
Supplemental Servicer on a priority basis and limiting the ability to change the
name of the Clearance  Account,  and (ii) termination of the Grain  Subservicing
Agreement and receipt by the Supplemental  Servicer of a duly authorized  letter
from  Continental  Grain  Company  that no  amounts  are  owing  to it,  and all
obligations  due it, under the Grain  Subservicing  Agreement have been paid and
satisfied.

                                   ARTICLE IV

                    REMOVAL; RESIGNATION; MERGER; ASSIGNMENT

                  SECTION 4.01.  Term of Amendment;  Termination of Supplemental
Servicing.

                  (a)   The   Supplemental   Servicer's   obligation   to   make
Supplemental Delinquency Advances hereunder shall terminate on the date on which
this  Amendment  terminates,  which  shall be October  15,  2000  except as this
Amendment may be terminated  earlier as set forth in Sections 4.01(b) or 4.01(c)
hereof  and as this  Amendment  may be  extended  if agreed to in writing by the
Depositor,  the Trustee,  Servicer and Supplemental Servicer, with 30 days prior
written  notice given to the other  parties  hereto and the related  Certificate
Insurers.

                  (b) The Servicer may  terminate  this  Amendment  upon 30 days
prior  written  notice  to each of the  other  parties  hereto  and the  related
Certificate Insurers. Each Certificate Insurer may terminate this Amendment with
respect to the Trusts related to it upon five Business Days prior written notice
to each of the parties hereto. If the Servicer resigns or is terminated pursuant
to the terms of the Pooling Agreements,  the Trustee or a successor servicer may
terminate  this  Amendment  upon five Business Days notice to the parties hereto
without  payment


                                       12
<PAGE>

of any fee (other than reimbursement for unpaid Supplemental  Servicing Fees and
unreimbursed Supplemental Delinquency Advances in accordance with the provisions
hereof).

                  (c) The Supplemental Servicer may terminate this Amendment and
its obligation to make Supplemental Delinquency Advances immediately upon notice
to each of the other parties hereto and the related Certificate  Insurers if any
of the following occur and is continuing on the second Business Day after notice
of the occurrence of any of the following (each, a "Turbo Event"):

                  (i)      The Servicer  receives  payment for the Servicing Fee
                           or other  servicing  compensation  with  respect to a
                           Trust at a time when Supplemental Servicing Fees with
                           respect to such Trust  have not been  timely  paid in
                           accordance with Section 2.04;

                  (ii)     The Servicer is reimbursed for a Servicer Delinquency
                           Advance  with respect to a Trust Group at a time when
                           Supplemental  Delinquency  Advances  with  respect to
                           such Trust Group remain unreimbursed;

                  (iii)    The Servicer  fails to deposit Gross  Collections  to
                           the  Clearance   Account  or  fails  to  deposit  the
                           appropriate  amounts to any  Principal  and  Interest
                           Account as it has been doing in the  ordinary  course
                           of business,  except for nominal  amounts as a result
                           of inadvertence,  error or oversight,  which, in each
                           case is corrected in a prompt manner;

                  (iv)     The  Servicer  issues a  Disbursement  Notice  to the
                           Clearing Bank or otherwise  withdraws  funds from the
                           Clearance  Account  or  any  Principal  and  Interest
                           Account   except  as  expressly   authorized  by  the
                           provisions  of any Pooling  Agreement,  as amended by
                           this Amendment;

                  (v)      The Servicer breaches any provision of this Amendment
                           or any of the Servicer's representations,  warranties
                           or  covenants  are untrue when made or became  untrue
                           thereafter;

                  (vi)     The Clearing Bank fails to act in  accordance  with a
                           Disbursement   Notice  issued  by  the   Supplemental
                           Servicer or the  Clearing  Bank  informs or otherwise
                           indicates to the  Supplemental  Servicer that it will
                           not honor future  Disbursement  Notices issued by the
                           Supplemental Servicer; and

                  (vii)    Any  party to this  Amendment,  or its  successor  in
                           interest,    except   the   Supplemental    Servicer,
                           institutes any action or proceeding  seeking to avoid
                           any portion of this  Amendment  or render any portion
                           of this Amendment ineffective.

                  (d)  Notwithstanding  any termination of this  Amendment,  the
Supplemental   Servicer's  right  to  payment  and   reimbursement   for  unpaid
Supplemental Servicing Fees and unreimbursed  Supplemental  Delinquency Advances
shall  survive  any such  termination  until  such  amounts  have  been paid and
reimbursed in full. Following any termination of this Amendment,  the Disbursing
Agent, on behalf of the related Trust, and each Trustee, shall continue to issue


                                       13
<PAGE>

Disbursement Notices directing payment to the Supplemental  Servicer amounts due
to  it in  respect  of  unpaid  Supplemental  Servicing  Fees  and  unreimbursed
Supplemental  Delinquency  Advances, as calculated in and provided by Article II
hereof,  until  all such  amounts  have been paid or  reimbursed  in full.  This
Section  4.01(d),  Article V, and Sections  6.05 through 6.15 shall  survive any
termination of this Amendment. If the Servicer is not replaced by the Trustee or
a successor  servicer,  Article II also shall  survive any  termination  of this
Amendment  until the  Supplemental  Servicer  has been paid and  reimbursed  all
amounts owing to it pursuant to this Amendment.  Notwithstanding anything to the
contrary  contained  herein, if this Amendment is terminated and the Servicer is
replaced by the Trustee or a successor  servicer,  then, until all amounts owing
to the Supplemental  Servicer in respect of unpaid  Supplemental  Servicing Fees
and unreimbursed Supplemental Delinquency Advances have been paid and reimbursed
in full, the Trustee or successor servicer, as appropriate, shall (i) assume the
responsibilities  of the Servicer to act as Disbursing  Agent,  on behalf of the
related  Trustee   pursuant  to  this  Amendment,   including  the  issuance  of
Disbursement  Notices and allocations of Gross  Collections  pursuant to Section
2.03(d), (ii) pay the Supplemental Servicing Fee pursuant to Section 2.04, (iii)
reimburse  the   Supplemental   Servicer  for  all   unreimbursed   Supplemental
Delinquency  Advances pursuant to Section 2.05, and (iv) perform the obligations
of the Servicer pursuant to Section 2.06.

                  SECTION  4.02.  Merger or  Consolidation  of the  Supplemental
Servicer.  The Supplemental  Servicer may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets to any Person, in
which case any Person  resulting from any merger or  consolidation  to which the
Supplemental Servicer shall be a party, or any Person succeeding to the business
of the  Supplemental  Servicer,  shall  be  the  successor  of the  Supplemental
Servicer, as the case may be, hereunder,  without the execution or filing of any
paper or any  further  act on the part of any of the  parties  hereof,  anything
herein to the contrary notwithstanding.

                  SECTION 4.03. Assignment. The Supplemental Servicer may assign
its rights  and  obligations  hereunder  to any  Person  with the prior  written
consent of the Servicer and the Certificate  Insurer with respect to the related
Trust.

                                   ARTICLE V

                    LIMITATION ON LIABILITY; INDEMNIFICATION

                  SECTION  5.01.  Limitation  on Liability  of the  Supplemental
Servicer; Indemnification.

                  (a)  The  Supplemental  Servicer  and any  director,  officer,
employee  or agent of the  Supplemental  Servicer  may rely in good faith on any
document of any kind which,  prima facie, is properly  executed and submitted by
any Person respecting any matters arising  thereunder.  None of the Supplemental
Servicer, nor any of its directors, officers, employees or agents shall have any
liability to the  Trustee,  the Trust or the  Certificateholders  for any action
taken or for  refraining  from the taking of any action by it  relating  to this
Amendment  or for errors in judgment;  provided,  however,  that this  provision
shall not protect  the  Supplemental  Servicer  or any such  person  against any
liability that would otherwise be imposed by reason of


                                       14
<PAGE>

willful  misfeasance,  bad faith or gross  negligence in the  performance of the
duties of the  Supplemental  Servicer or by reason of reckless  disregard of the
obligations and duties of the Supplemental Servicer hereunder.  The Supplemental
Servicer  shall  not  have  any  liability  for any  consequential,  incidental,
special,  exemplary,  punitive,  or any  similar,  damages and each party hereto
irrevocably and unconditionally waives any right it may have to claim or recover
any such damages.

                  (b) The Servicer hereby indemnifies and holds the Supplemental
Servicer  and any  director,  officer,  employee  or agent  of the  Supplemental
Servicer harmless against any loss, liability, claim, damage or expense incurred
in connection with any legal action or proceeding  relating to this Amendment or
the  Supplemental  Servicer's  action,  or  failure to take  action,  under this
Amendment,  other  than any loss,  liability  or expense  incurred  by reason of
willful  misfeasance,  bad faith or gross  negligence in the  performance of its
duties hereunder.  To the extent that the Supplemental Servicer incurs any loss,
liability or expense arising out of or in connection  with this  Amendment,  the
Supplemental Servicer shall be reimbursed and held harmless by each Trust Estate
to the same extent that the Servicer  would be  reimbursed or held harmless from
the Trust Estate pursuant to Section 8.05 of the Pooling  Agreements;  provided,
however,  that in the  event  the  Servicer  seeks  reimbursement  or to be held
harmless pursuant to Section 8.05 of the Pooling  Agreements for itself from the
Trust Estate,  the  Supplemental  Servicer shall be reimbursed and held harmless
prior to any payment  being made to the Servicer  with respect to its request to
be reimbursed or held harmless.

                                   ARTICLE VI

                                  MISCELLANEOUS

                  SECTION 6.01.  Verification  Agent. The Supplemental  Servicer
shall appoint a nationally-recognized firm of independent accountants reasonably
acceptable to the Certificate Insurers, the Trustee and the Servicer to serve as
the verification agent (the  "Verification  Agent").  The Supplemental  Servicer
hereby appoints KPMG LLP as the initial  Verification  Agent. The Servicer shall
deliver the proposed Supplemental Delinquency Advance Notice to the Verification
Agent  at  least  one  Business  Day  prior to the  issuance  of a  Supplemental
Delinquency Advance Notice, which notice the Verification Agent shall review and
verify that the  calculations  of the amounts set forth therein are correct.  In
the event the  Verification  Agent  disagrees  with any  amounts  set for in the
Supplemental  Delinquency  Advance  Notice,  it  shall  immediately  notify  the
Supplemental Servicer and the Servicer of its findings. Any disagreement must be
resolved by the Verification Agent and the Servicer by 11:00 am New York time on
the day on which such  Supplemental  Delinquency  Advance  Notice is due. In the
event any such  disagreement  cannot be resolved by such time on such date,  the
findings of the Verification Agent shall be final and binding,  and the Servicer
shall submit, as final, such amended Supplemental  Delinquency Advance Notice as
the Supplemental  Advance Notice.  The findings of the Verification Agent in any
Supplemental Delinquency Advance Notice shall be conclusive and shall be binding
on  all  parties,  absent  manifest  error.  To  the  extent  requested  by  the
Supplemental  Servicer,  the Verification  Agent shall also review  Disbursement
Notices given by the Servicer.  In the event the  Verification  Agent  disagrees
with any amounts set forth in any Disbursement  Notice(s),  it shall immediately
notify the Supplemental  Servicer and the Servicer of its findings.  All amounts
subject to  disagreement  shall be  deposited  into the  Principal  and


                                       15
<PAGE>

Interest Account for the related Trust (and the Servicer acknowledges and agrees
that the Supplemental  Servicer may issue a Disbursement  Notice to the Clearing
Bank so  instructing  the Clearing  Bank) and shall not be  disbursed  from such
Principal  and  Interest  Account  until the earlier of  resolution  or the next
Monthly Remittance Date. In the event any such disagreement  cannot otherwise be
resolved  prior  to the  next  Monthly  Remittance  Date,  the  findings  of the
Verification  Agent  shall be final and  binding.  The fees and  expenses of the
Verification Agent will be paid by the Servicer (with such fees to be paid on an
estimated basis,  monthly in advance,  and such expenses to be paid as incurred)
except that, at the direction of the Supplemental Servicer, any fees or expenses
of the  Verification  Agent  remaining  unpaid more than ten Business Days after
submission  shall be paid from Funds  Available  for  Servicing  Payments  after
payment of the  Supplemental  Servicing Fee pursuant to Section  2.04(b) hereof,
which payment shall reduce the Servicing Fee and other servicing compensation on
a  dollar-for-dollar  basis.  The  failure to pay the fees and  expenses  of the
Verification  Agent  promptly by the Servicer shall give rise to a breach of the
Advance Conditions.

                  SECTION  6.02.   Inconsistencies   with  Pooling   Agreements;
Amendment to Supplemental Servicing Amendment and the Pooling Agreements.

                  (a) The Servicer shall not amend any Pooling  Agreement in any
way that would affect the rights or  obligations  of the  Supplemental  Servicer
hereunder without the prior written consent of the Supplemental Servicer.

                  (b)  Notwithstanding  any  provision  in a  Pooling  Agreement
requiring ContiMortgage to pay the expenses of the Trust from its own funds, the
Servicer shall not be  responsible  for and shall not pay from its own funds the
Supplemental  Servicing Fee or the reimbursement of Supplemental Advances or any
other fee or expense described in this Amendment (other than any indemnification
of the  Supplemental  Servicer  as  provided  in the first  sentence  of Section
5.01(b) and the fee of the  Verification  Agent as provided in Section  6.01) as
expenses of the Trust.

                  SECTION  6.03.  Servicer  Primarily  Liable.   Notwithstanding
anything  to the  contrary  contained  in this  Amendment,  the  Servicer  shall
continue to be  responsible  for making  each  Delinquency  Advance  pursuant to
Section 8.09(a) of each Pooling Agreement in the event the Supplemental Servicer
fails to make any required Supplemental Advance on the date required hereunder.

                  SECTION 6.04.  Indulgences,  Etc.  Neither the failure nor any
delay on the part of any party to exercise any right, remedy, power or privilege
(each, a "Right") under this Amendment  shall operate as a waiver  thereof,  nor
shall any single or partial  exercise of any Right preclude any other or further
exercise  of the same or of any other  Right,  nor shall any waiver of any Right
with  respect  to any  occurrence  be  construed  as a waiver of such Right with
respect to any other  occurrence.  No waiver shall be effective  unless it is in
writing and is signed by the party asserted to have granted such waiver.


                                       16
<PAGE>

                  SECTION 6.05. Controlling Law; Jurisdiction.

                  (a) This Amendment and all questions relating to its validity,
interpretation,  performance and  enforcement  (including,  without  limitation,
provisions  concerning  limitations  of  actions),  shall  be  governed  by  and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements  entered  into and to be  performed  within  the  State of New  York,
notwithstanding any conflict-of-laws doctrines of the State of New York or other
jurisdictions to the contrary,  and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.

                  (b)  The  parties  hereto  hereby  irrevocably  submit  to the
jurisdiction  of the United States  District Court for the Southern  District of
New York and any court in the State of New York  located  in the City and County
of New York, and any appellate  court from any thereof,  in any action,  suit or
proceeding brought against it or in connection with this Amendment or any of the
related documents or the transactions  contemplated hereunder or for recognition
or enforcement of any judgment,  and the parties hereto hereby  irrevocably  and
unconditionally  agree  that  all  claims  in  respect  of any  such  action  or
proceeding  may be heard or  determined  in such New York State court or, to the
extent  permitted by law, in such federal court. The parties hereto agree that a
final  judgment in any such action,  suit or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner  provided by law. To the extent  permitted by applicable law, the parties
hereto  hereby  waive and agree not to assert by way of motion,  as a defense or
otherwise  in any such  suit,  action or  proceeding,  any claim  that it is not
personally subject to the jurisdiction of such courts,  that the suit, action or
proceeding  is brought  in an  inconvenient  forum,  that the venue of the suit,
action or  proceeding  is improper or that the related  documents or the subject
matter thereof may not be litigated in or by such courts.

                  SECTION 6.06. Waiver of Jury Trial. Each of the parties hereby
IRREVOCABLY  WAIVES ALL RIGHT TO A TRIAL BY JURY in any  action,  proceeding  or
counterclaim arising out of or relating to this Amendment, any other transaction
document or any instrument or document delivered hereunder or thereunder.

                  SECTION   6.07.   Notices.    All   demands,    notices,   and
communications hereunder shall be effective when personally delivered, when sent
by facsimile with  confirmation of receipt by the recipient's  facsimile machine
or the Business Day after delivery to a nationally recognized overnight delivery
service when the  delivery fee is prepaid and delivery by the next  Business Day
morning is specified, to the following addresses or facsimile number, or to such
other address or facsimile number as is later specified by notice:


                                       17
<PAGE>

                  (i)    If to Servicer:

                            ContiMortgage Corporation
                            One Conti Park
                            338 South Warminster Road
                            Hatboro, Pennsylvania 19040-3430
                            Attention:  Senior Vice President
                                            and Chief Counsel
                            Telephone:      (215) 347-3404
                            Fax:            (215) 347-3400

                  (ii)   If to Supplemental Servicer:

                            Greenwich Capital Financial Products, Inc.
                            600 Steamboat Road
                            Greenwich, CT 06830
                            Attention:  John Anderson
                            Telephone:      (203) 625-7941
                            Fax:            (203) 618-2135

                         with a copy to
                            General Counsel
                            Telephone:      (203) 625-6065
                            Fax:            (203) 618-4571

                  (iii) If to the Trustee:

                            Manufacturers and Traders Trust Company
                            One M&T Plaza
                            Buffalo, New York  14203-2399
                            Telephone:      (716) 842-4387
                            Fax:            (716) 842-5905
                            Attention:  Corporate Trust Administration

                   (iv)  If to the Depositor

                            ContiSecurities Asset Funding Corp.
                            3811 West Charleston Blvd., Suite 104
                            Las Vegas, NV 89102
                            Telephone:      (702) 822-5836
                            Fax:            (702) 822-5839

                  (v)    If to MBIA Insurance Corporation

                            MBIA Insurance Corporation
                            113 King Street
                            Armonk, NY 10504


                                       18
<PAGE>

                            Attention: Insured Portfolio Management - SF
                            (ContiMortgage Home Equity Loan Pass-Through
                            Certificates, Series 1994-3, 1994-4, 1994-5,
                            1996-2, 1996-3, 1996-4, 1997-4, 1997-5,
                            1998-1, 1998-2, 1998-3 and 1999-2)

                            Telephone:      (914) 273-4545
                            Fax:            (914) 765-3810

                  (vi)   If to Ambac Assurance Corporation

                            Ambac Assurance Corporation
                            One State Street Plaza
                            New York, NY 10004
                            Telephone:      (212) 668-0340
                            Fax:            (212) 509-9190

                  (vii)  If to Financial Guaranty Insurance Company

                            Financial Guaranty Insurance Company
                            115 Broadway
                            New York, NY 1006
                            Attention: General Counsel
                            Telephone:      (212) 312-3000
                            Fax:            (212) 312-3220

                  SECTION 6.08. Binding Nature of Amendment. This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns notwithstanding any provision of any
Pooling Agreement that might deem this Amendment to be binding only upon the
Servicer or Supplemental Servicer.

                  SECTION 6.09. Provisions Separable. The provisions of this
Amendment are independent of and separate from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.

                  SECTION 6.10. Counterparts. For the purpose of facilitating
the execution of this Amendment and or other purposes, this Amendment may be
executed simultaneously in any number of counterparts, each of which shall be
deemed to be an original, and together shall constitute and be one and the same
instrument.

                  SECTION 6.11. Entire Agreement; Amendment of this Amendment.
This Amendment contains the entire understanding between the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained. The express
terms hereof control and supersede any course of performance and/or usage of the
trade inconsistent with any of the terms hereof. This Amendment may not be
modified or amended other than by an agreement in writing.


                                       19
<PAGE>

                  SECTION 6.12. Paragraph Headings. The paragraph headings in
this Amendment are for convenience only; they form no part of this Amendment and
shall not affect its interpretation.

                  SECTION 6.13. Advice from Counsel. The parties understand that
this Amendment is a legally binding agreement that may affect such party's
rights. Each party represents to the other that it has received legal advice
from counsel of its choice regarding meaning and legal significance of this
Amendment and that it is satisfied with its legal counsel and the advice
received from it.

                  SECTION 6.14. Judicial Interpretation. Should any provision of
this Amendment or any of the other transaction documents require judicial
interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly
construed against any Person by reason of the rule of construction that a
document is to be construed more strictly against the Person who itself or
through its agent prepared the same, it being agreed that all Parties have
participated in the preparation of this Amendment.

                  SECTION 6.15 Third Party Rights. The Trustee, Supplemental
Servicer and the Servicer agree that the Certificate Insurer for each Trust
shall be deemed a third party beneficiary of this Amendment as if it were a
party hereto.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>

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

                                         CONTIMORTGAGE CORPORATION,
                                         as Servicer and as Seller

                                         By:
                                             -------------------------------
                                         Name: Margaret M. Curry
                                         Title:   Senior Vice President

                                         By:
                                             -------------------------------
                                             Name:
                                             Title:

                                         GREENWICH CAPITAL
                                         FINANCIAL PRODUCTS, INC.,
                                           as Supplemental Servicer

                                         By:
                                             -------------------------------
                                             Name: John C. Anderson
                                             Title:   Senior Vice President

                                         CONTISECURITIES ASSET
                                         FUNDING CORP.,
                                           as Depositor
                                         By:
                                             -------------------------------
                                             Name: John Banu
                                             Title:    Authorized Signatory

                                         By:
                                             -------------------------------
                                             Name: Jay Remis
                                             Title:   Authorized Signatory

                                         CONTIWEST CORPORATION,
                                          as Seller

                                         By:
                                             -------------------------------
                                             Name: Joy Tolbert
                                             Title:    Vice President

                                         By:
                                             -------------------------------
                                             Name: Todd Hart
                                             Title: Assistant Secretary

<PAGE>

              [Signature Page to Supplemental Servicing Amendment]

                                        MANUFACTURERS AND
                                        TRADERS TRUST COMPANY,
                                        as Trustee and on behalf of the
                                        Trusts

                                        By:
                                            -------------------------------
                                            Name:  Neil B. Witoff
                                            Title:  Assistant Vice President



For the purpose of this Amendment to each Pooling Agreement:

MBIA INSURANCE CORPORATION,


By:
     ---------
     Name:
     Title:


FINANCIAL GUARANTY INSURANCE COMPANY


By
     ---------
     Name:
     Title:

AMBAC ASSURANCE CORPORATION

By:
     ---------
     Name:
     Title:

           [Signature Page to Supplemental Servicing Amendment--con't]

<PAGE>


                                                                    SCHEDULE A-1

          List of Pooling Agreements with Reimbursements Trust-by-Trust

SERIES                POOLING AGREEMENT


1994-3                Pooling and Servicing Agreement, dated as of June 1, 1994,
                      among  ContiSecurities  Asset Funding Corp., as Depositor,
                      ContiMortgage  Corporation,  as Servicer and as Seller and
                      Manufacturers and Traders Trust Company, as Trustee

1994-4                Pooling  and  Servicing  Agreement,  dated as of August 1,
                      1994,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller and  Manufacturers  and Traders Trust  Company,  as
                      Trustee

1994-5                Pooling and Servicing  Agreement,  dated as of December 1,
                      1994,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller and  Manufacturers  and Traders Trust  Company,  as
                      Trustee

1995-1                Pooling  and  Servicing  Agreement,  dated  as of March 1,
                      1995,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller and  Manufacturers  and Traders Trust  Company,  as
                      Trustee

1997-1                Pooling and Servicing  Agreement,  dated as of February 1,
                      1997,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1997-4                Pooling and Servicing Agreement,  dated as of September 1,
                      1997,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1997-5                Pooling and Servicing  Agreement,  dated as of December 1,
                      1997,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1998-1                Pooling  and  Servicing  Agreement,  dated  as of March 1,
                      1998,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1998-2                Pooling and Servicing Agreement, dated as of June 1, 1998,
                      among  ContiSecurities  Asset Funding Corp., as Depositor,
                      ContiMortgage  Corporation,  as  Servicer  and as


                                      A-1
<PAGE>

                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1998-3                Pooling and Servicing Agreement,  dated as of September 1,
                      1998,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1998-4                Pooling and Servicing  Agreement,  dated as of December 1,
                      1998,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1999-1                Pooling  and  Servicing  Agreement,  dated  as of March 1,
                      1998,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1999-2                Pooling  and  Servicing  Agreement,  dated  as of March 1,
                      1999,  among   ContiSecurities  Asset  Funding  Corp.,  as
                      Depositor,  ContiMortgage Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee

1999-3                Pooling and Servicing Agreement, dated as of June 1, 1998,
                      among  ContiSecurities  Asset Funding Corp., as Depositor,
                      Norwest Bank Minnesota,  National  Association,  as Master
                      Servicer,  ContiMortgage  Corporation,  as Servicer and as
                      Seller, ContiWest Corporation, as Seller and Manufacturers
                      and Traders Trust Company, as Trustee


                                      A-2
<PAGE>

                                                                    SCHEDULE A-2

     List of Pooling Agreements with Reimbursements Loan Group-by-Loan Group

<TABLE>
<CAPTION>
SERIES               POOLING AGREEMENT                                          LOAN GROUP                            MANDATORY/
------               -----------------                                          ----------                            ----------
                                                                                                                      OPTIONAL
                                                                                                                      --------
                                                                                                                      DESIGNATION
                                                                                                                      -----------
<S>        <C>                                                                  <C>                                   <C>
1995-2     Pooling and  Servicing  Agreement,  dated as of May 1, 1995,         Fixed Rate Group                      Mandatory*
           among  ContiSecurities  Asset Funding  Corp.,  as Depositor,         Adjustable Rate Group                 Optional
           ContiMortgage  Corporation,  as  Servicer  and as Seller and
           Manufacturers and Traders Trust Company, as Trustee

1995-3     Pooling and Servicing Agreement, dated as of August 1, 1995,         Fixed Rate Group                      Mandatory*
           among  ContiSecurities  Asset Funding  Corp.,  as Depositor,         Adjustable Rate Group                 Optional
           ContiMortgage  Corporation,  as  Servicer  and as Seller and
           Manufacturers and Traders Trust Company, as Trustee

1995-4     Pooling  and  Servicing  Agreement,  dated as of November 1,         Group I                               Mandatory*
           1995,   among   ContiSecurities   Asset  Funding  Corp.,  as         Group III                             Optional
           Depositor, ContiMortgage Corporation,  as Servicer and as            Group II                              Optional
           Seller and  Manufacturers  and Traders Trust Company, as Trustee

1996-1     Pooling  and  Servicing  Agreement,  dated as of February 1,         Fixed Rate Group                      Mandatory*
           1996,   among   ContiSecurities   Asset  Funding  Corp.,  as         Adjustable  Rate  Group               Optional
           Depositor,  ContiMortgage Corporation,  as Servicer and as
           Seller and Manufacturers and Traders Trust Company, as Trustee

1996-2     Pooling and Servicing  Agreement,  dated as of June 1, 1996,         Fixed Rate Group                      Mandatory
           among  ContiSecurities  Asset Funding  Corp.,  as Depositor,         Adjustable Rate Group                 Optional
           ContiMortgage  Corporation,  as  Servicer  and as Seller and
           Manufacturers and Traders Trust Company, as Trustee

1996-3     Pooling and Servicing Agreement, dated as of August 1, 1996,         Fixed Rate Group                      Mandatory
           among  ContiSecurities  Asset Funding  Corp.,  as Depositor,         Adjustable Rate Group                 Optional
           ContiMortgage  Corporation,  as  Servicer  and as Seller and
           Manufacturers and Traders Trust Company, as Trustee
</TABLE>


                                      A-1
<PAGE>

<TABLE>
<CAPTION>
SERIES               POOLING AGREEMENT                                            TRUST GROUP                       MANDATORY/
------               -----------------                                          ---------------                       ----------
                                                                                                                      OPTIONAL
                                                                                                                      --------
                                                                                                                      DESIGNATION
                                                                                                                      -----------
<S>        <C>                                                                  <C>                                   <C>
1996-4     Pooling  and  Servicing  Agreement,  dated as of December 1,         Fixed Rate Group                      Mandatory
           1996,   among   ContiSecurities   Asset  Funding  Corp.,  as         Adjustable Rate Group                 Optional
           Depositor,  ContiMortgage  Corporation,  as Servicer  and as
           Seller,  ContiWest Corporation,  as Seller and Manufacturers
           and Traders Trust Company, as Trustee

1997-2     Pooling and Servicing Agreement,  dated as of March 1, 1997,         Group I                               Mandatory
           among  ContiSecurities  Asset Funding  Corp.,  as Depositor,         Group II                              Optional
           ContiMortgage  Corporation,   as  Servicer  and  as  Seller,
           ContiWest  Corporation,  as  Seller  and  Manufacturers  and
           Traders Trust Company, as Trustee

1997-3     Pooling and Servicing  Agreement,  dated as of June 1, 1997,         Group I                               Mandatory
           among  ContiSecurities  Asset Funding  Corp.,  as Depositor,         Group II                              Optional
           ContiMortgage  Corporation,   as  Servicer  and  as  Seller,
           ContiWest  Corporation,  as  Seller  and  Manufacturers  and
           Traders Trust Company, as Trustee
</TABLE>

*    These Loan Groups will be treated as Optional  with  respect to the Monthly
     Remittance Date occuring in November, 1999.


                                      A-2
<PAGE>

                                                                       EXHIBIT I


                 Form of Supplemental Delinquency Advance Notice


                                                  -------, -----


Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, CT 06830
Attention:  John Anderson or General Counsel


          Re:  Supplemental  Servicing Amendment,  dated as of November 9, 1999;
               Notice of Supplemental Delinquency Advance

         Pursuant to Section 2.02(b) of the  Supplemental  Servicing  Amendment,
dated as of November 9, 1999 (the  "Supplemental  Servicing  Amendment"),  among
ContiMortgage  Corporation (the "Servicer"),  ContiWest Corporation,  as Seller,
ContiSecurities  Asset Funding Corp., as Depositor,  Greenwich Capital Financial
Products, Inc. (the "Supplemental Servicer") and Manufacturers and Traders Trust
Company (the "Trustee"), the undersigned hereby notifies you that a Supplemental
Delinquency Advance in the amount of $_________ is due on the Monthly Remittance
Date  occurring  on  ________,  ___.  The  computation  of  the  amount  of  the
Supplemental Delinquency Advance is set forth below.

         The  undersigned  also  hereby  certifies  that  to  the  best  of  its
knowledge, each of the Advance Conditions contained in Section 2.02(d) have been
met.



<TABLE>
<CAPTION>
                 Sum of
                Interest     Amount on
               Remittance   deposit in                                 Unreimbursed                 Unreimbursed    Unpaid
               Amount and     related                    Amount of      Amount of      Amount of      Amount of    Amount of
                Principal   Principal and    Amount of   Supplemental  Supplemental    Servicer       Servicer    Supplemental
Name of Trust   Remittance   Interest      Delinquency  Delinquency    Delinquency    Delinquency   Delinquency   Servicing
    Group         Amount      Account        Advance       Advance       Advances       Advance       Advances       Fees
--------------- ----------  -----------    -----------  ------------  -------------   -----------   -----------   -----------
<S>             <C>         <C>            <C>          <C>           <C>             <C>           <C>           <C>






-----------------------------------------------------------------------------------------------------------------------------
Totals
</TABLE>


                                      I-1
<PAGE>

               Please remit the amount of the Supplemental  Delinquency  Advance
directly to  Manufacturers  and Traders  Trust  Company (the  "Trustee")  at the
account listed below on the Monthly Remittance Date.

        To:
        Account No:
        Reference:




                                         Very truly yours,

                                         CONTIMORTGAGE CORPORATION, as Servicer

                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

Verified by:

KPMG LLC


----------------------------

By:
Title:



cc:  Manufacturers and Traders Trust Company
     One M&T Plaza
     Buffalo, New York  14203-2399
     Tel:  (716) 842-4387
     Fax:  (716) 842-5905
     Attention:  Corporate Trust Administration




                                      I-2