FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT


          FIRST AMENDMENT, dated as of August 12, 1996 (this "AMENDMENT")
to  the  Note  Purchase  Agreement,  dated  as  of  February 14, 1996 (as
amended,   supplemented   or  otherwise  modified,  the  "NOTE   PURCHASE
AGREEMENT") between ContiFinancial  Corporation,  a  Delaware corporation
(the  "COMPANY")  and  Continental Grain Company, a Delaware  corporation
(the "BUYER").


                    W I T N E S S E T H:

          WHEREAS, the Company  and  the  Buyer  are  parties to the Note
Purchase Agreement;

          WHEREAS,  the  Company has requested that the Buyer  amend  the
Note Purchase Agreement as more fully set forth herein;

          WHEREAS, the Buyer  is  willing  to  so amend the Note Purchase
Agreement  only upon the terms and subject to the  conditions  set  forth
herein;

          NOW,  THEREFORE,  in  consideration  of the premises and mutual
agreements   contained   herein,   and  for  other  good   and   valuable
consideration,  the  sufficiency of which  is  hereby  acknowledged,  the
parties hereto hereby agree as follows:

          1.   DEFINED  TERMS.   Unless  otherwise  defined herein, terms
defined in the Note Purchase Agreement shall have such meanings when used
herein.

          2.   AMENDMENT  OF  SECTION  1.1.   Section  1.1  of  the  Note
Purchase Agreement hereby is amended by:

          (a)  adding  the  following  definitions  of "Cal Lending"  and
"Guaranties" in appropriate alphabetical order:

          ""CAL  LENDING"  means California Lending Group,  Inc.,  a
     California corporation (d/b/a United Lending Group)."

          ""GUARANTIES" by any  Person  shall,  without duplication, mean
     all obligations (other than endorsements in  the  ordinary course of
     business  of  negotiable  instruments for deposit or collection)  of
     such   Person  guaranteeing,  or   in   effect   guaranteeing,   any
     indebtedness,  dividend or other obligation of any other Person (the
     "primary obligor")  in  any  manner, whether directly or indirectly,
     including, without limitation,  all  obligations incurred through an



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     agreement, contingent or otherwise, by such Person:  (a) to purchase
     such  indebtedness  or  obligation  or  any   property   or   assets
     constituting security therefor, (b) to lease property or to purchase
     securities  or  other property or services primarily for the purpose
     of assuring the owner  of  such  indebtedness  or  obligation of the
     ability  of the primary obligor to make payment of the  indebtedness
     or  obligations   or  (c) otherwise  to  assure  the  owner  of  the
     indebtedness or obligation  of  the  primary obligor against loss in
     respect thereof.  For the purposes of  all  computations  made under
     this   Note  Purchase  Agreement,  a  Guaranty  in  respect  of  any
     indebtedness  for  borrowed money shall be deemed to be indebtedness
     equal to the principal  amount  of  such  indebtedness  for borrowed
     money  which has been guaranteed, and a Guaranty in respect  of  any
     other obligation  or liability or any dividend shall be deemed to be
     indebtedness  equal   to   the  maximum  aggregate  amount  of  such
     obligation, liability or dividend."

          (b)    deleting   in  their   entirety   the   definitions   of
"Consolidated  Long-Term  Debt"   and   "Financial  Leverage  Ratio"  and
substituting therefor the following in appropriate alphabetical order:

          ""CONSOLIDATED LONG-TERM DEBT"  means,  as  at any date of
     determination,  (i)  the non-current portion of long-term  debt
     (including capitalized  leases but excluding the Term Note, the
     Four Year Note and the Indenture  Note)  of the Company and its
     Consolidated Subsidiaries determined on a consolidated basis in
     accordance with GAAP plus (ii) Guaranties  of  the  non-current
     portion of long-term debt (including capitalized leases) of any
     Person other than a Consolidated Subsidiary."

          ""FINANCIAL   LEVERAGE   RATIO"   means   the   ratio   of
     (i) Consolidated  Total  Liabilities  LESS  Hedged  Exposure to
     (ii) Consolidated  Net  Worth  LESS  an  amount equal to 5%  of
     Hedged Exposure."

          3.   ADDITION OF SECTION 6.8.  The following Section 6.8 hereby
is added to the Note Purchase Agreement:

               "6.8 RANKING.   Cause the Indenture  Note,  the  Term
     Note and the Four Year Note  to  rank  at least PARI PASSU with
     respect  to  priority of payment with all  other  existing  and
     future senior indebtedness of the Company and to rank senior to
     all future subordinated  indebtedness  of the Company (it being
     understood that any Lien permitted under  Section 7.1 shall not
     itself  cause the debt secured thereby to be  in  violation  of
     this Section 6.8)."


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          4.   AMENDMENT  OF  SECTION  7.1.   Section  7.1  of  the  Note
Purchase  Agreement  hereby  is  amended  by  deleting  in their entirety
clauses  (j)  and  (n)  thereof  and substituting therefor the  following
clauses (j) and (n):

          "(j)  Liens on assets acquired  by  the  Company  or any of its
     Subsidiaries  in  connection with the origination or acquisition  of
     such assets by the Company or such Subsidiary in the ordinary course
     of its business, for  the  purpose  of  enabling the Company or such
     Subsidiary to arrange financing in connection  with  the origination
     or acquisition of such assets;"

          "(n)   Liens  on  excess  spread  receivables  or  subordinated
     certificates  (or  on  the  stock  or other equity interests of  any
     corporation,   limited   liability   company,   or   other   entity,
     substantially  all  the assets of which  consist  of  excess  spread
     receivables or subordinated  certificates)  of the Company or any of
     its   Subsidiaries,  regardless  of  whether  such   excess   spread
     receivables  or  subordinated  certificates  are denominated "excess
     spread  receivables,"  "residuals,"  "interest-only   certificates,"
     "asset     backed    securities,"    "subordinated    certificates,"
     "subordinated   interests,"  "securitization  certificates,"  "  `B'
     pieces," or otherwise  in  the  financial statements of the Company,
     such Liens to secure obligations  of  the  Company  or  any  of  its
     Subsidiaries,  PROVIDED,  HOWEVER,  that  with  respect  to any Lien
     imposed  during  any  period  after  April 2, 1996 during which  the
     senior indebtedness of the Company is  not  rated equal to or higher
     than "Baa3" (or the equivalent) by Moody's Investors  Service,  Inc.
     (or  any successor to the rating agency business thereof) and "BBB-"
     (or the  equivalent)  by  Standard &  Poor's  Ratings  Group (or any
     successor to the rating agency business thereof) (any such period, a
     "NON-INVESTMENT GRADE PERIOD"), the book value as of the  date  such
     Lien  is  imposed  of the excess spread receivables and subordinated
     certificates subject  to  such Lien shall not exceed 50% of the book
     value as of such date of the aggregate excess spread receivables and
     subordinated certificates of  the Company and its Subsidiaries which
     were created during such Non-Investment Grade Period."

          5.   DELETION OF SECTION 7.2.  Section 7.2 of the Note Purchase
Agreement hereby is amended by deleting  such Section in its entirety and
substituting therefor the words "[Intentionally omitted]."

          6.   AMENDMENT OF SECTION 7.4.   Section  7.4 hereby is amended
by  deleting  the  period  at  the end thereof and adding  the  following
proviso:

               ",  PROVIDED, HOWEVER,  that,  with  respect  to  the
     Company's fiscal year ending March 31, 1997, the Acquisition by
     the Company or  any of its Subsidiaries of Cal Lending shall be
     excluded from the  foregoing limitation, PROVIDED that (i) such
     Acquisition  is  completed  on  or  prior  to  March 31,  1997,
     (ii) the cost of such  Acquisition  does not

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     exceed $15,000,000 and (iii) the Company or such Subsidiary 
     acquires  all  of the outstanding capital stock of Cal Lending
     in such Acquisition."

          7.   AMENDMENT   OF  SECTION 8.2.   Section  8.2  of  the  Note
Purchase  Agreement  hereby is  amended  by  deleting  the  reference  to
"$135,000,000" and substituting therefor "$225,000,000."

          8.   AMENDMENT   OF  SECTION 8.3.   Section  8.3  of  the  Note
Purchase Agreement hereby is deleted in its entirety and the following is
substituted therefor:

               "8.3 LONG TERM  DEBT-TO-EQUITY RATIO.  Not permit the
     ratio of Consolidated Long-Term  Debt  to Consolidated Adjusted
     Net  Worth  to  exceed  1.1:1  at  any  time  on  or  prior  to
     September 30, 1997 and 1:1 at any time thereafter."

          9.  ADDITIONAL COVENANTS OF THE COMPANY.   To  induce the Buyer
to execute and deliver this Amendment, the Company shall:

               (a)  PREPAYMENT OF TERM NOTE.  Within two (2) Banking
     Days following receipt by the Company of the net proceeds  from
     the  issuance  and  sale  of  its  Senior  Notes  due 2003 (the
     "CONTIFINANCIAL  2003  SENIOR NOTES") as contemplated  by  that
     certain Preliminary Prospectus dated July 29, 1996, the Company
     will,  from  such  net  proceeds,  prepay  $75,000,000  of  the
     $125,000,000 aggregate principal  amount  Term Note held by the
     Buyer if such net proceeds to be received by  the  Company from
     the  issuance and sale of the ContiFinancial 2003 Senior  Notes
     do not  exceed $250,000,000 and will, from such net proceeds to
     be received  by  the  Company from the issuance and sale of the
     ContiFinancial 2003 Senior  Notes  in  excess  of $250,000,000,
     prepay an additional $1.00 of the outstanding principal  amount
     of  the  Term  Note  with  each  dollar of such net proceeds so
     received which exceeds $250,000,000.

               (b)   EXPENSES  RELATING  TO   AMENDMENTS.   Pay  all
     expenses, including, but not limited to, fees and disbursements
     of counsel, incurred or to be incurred by  the  Company and the
     Buyer  in  connection with (i) this Amendment, (ii)  the  First
     Supplemental  Indenture  to the Indenture, dated as of February
     14, 1996, between the Company and Continental Grain Company, as
     trustee under the Indenture,  (iii) the  First Amendment to the
     Term Loan Agreement, dated as of October 26,  1995,  among  the
     Buyer, the financial institutions parties thereto and The Chase
     Manhattan  Bank,  N.A.,  as agent for the banks, (iv) the First
     Amendment to the Credit Agreement,  dated  as  of September 30,
     1994,  among  the  Buyer,  the  financial institutions  parties
     thereto,  the co-agents


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     parties thereto,  The  Chase  Manhattan Bank,  N.A.   as
     administrative  agent,  and  Union  Bank  of
     Switzerland, as documentation agent, (v) the First Amendment to
     the Facility Lease,  dated  as  of  December 30,  1991, between
     State  Street  Bank and Trust Company of Connecticut,  National
     Association,  as   corporate   trustee  except  to  the  extent
     expressly  provided  therein,  and   W.   Jeffrey   Kramer,  as
     individual  trustee, and the Buyer, (vi) the Third Modification
     and Amendment  to  each  of  the  Note  Agreements, dated as of
     March 22, 1994, as amended, supplemented or otherwise modified,
     between  the Buyer and The Northwestern Mutual  Life  Insurance
     Company, John  Hancock  Life Insurance Company of America, John
     Hancock  Mutual  Life Insurance  Company,  PFL  Life  Insurance
     Company, Monumental  Life  Insurance  Company,  Life  Investors
     Insurance  Company  of  America,  Bankers United Life Assurance
     Company, The Life Insurance Company  of  Virginia  and National
     Life Insurance Company and (vii) the First Amendment to each of
     the  Guarantee  Agreement, dated as of March 1, 1996,  and  the
     Guarantee Agreement, dated as of March 1, 1995, by the Buyer in
     favor  of  Wilmington   Trust   Company,   as  trustee  of  the
     ContiSecurities Residual Funding Trust.

          10.   CONTINUING  EFFECT  OF  NOTE  PURCHASE  AGREEMENT.   This
Amendment shall not constitute a waiver, amendment or modification of any
other provision of the Note Purchase Agreement  not expressly referred to
herein and shall not be construed as a waiver or  consent  to any further
or future action on the part of the Company that would require  a  waiver
or consent of the Buyer.  Except as expressly amended or modified herein,
the  provisions  of  the  Note Purchase Agreement are and shall remain in
full force and effect.

          11.  COUNTERPARTS.   This  Amendment  may be executed by one or
more of the parties hereto on any number of separate counterparts and all
such  counterparts  shall  be deemed to be one and the  same  instrument.
Each  party hereto confirms that  any  facsimile  copy  of  such  party's
executed  counterpart  of  this Amendment (or its signature page thereof)
shall be deemed to be an executed original thereof.

          12.  EFFECTIVENESS.   This  Amendment  shall  be effective upon
receipt  by  the  Company  of  counterparts  hereof,  duly  executed  and
delivered by the Buyer.

          13.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED  BY,  AND
CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


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

                                         CONTIFINANCIAL CORPORATION


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

                                         CONTINENTAL GRAIN COMPANY


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


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