<PAGE>

                            FIRST AMENDMENT TO LEASE
                            ------------------------

1.       PARTIES
         -------

         1.1      THIS AGREEMENT made the _________ day of _______________, 2003
                  is between CWLT ROSELAND EXCHANGE L.L.C. ("Lessor") whose
                  address is c/o Mack-Cali Realty Corporation, 11 Commerce
                  Drive, Cranford, New Jersey 07016 and AMERICAN BUSINESS
                  FINANCIAL SERVICES, INC. ("Lessee"), whose address is 111
                  Presidential Boulevard, Bala Cynwyd, Pennsylvania 19004.

2.       STATEMENT OF FACTS
         ------------------

         2.1      Lessor and Lessee have previously entered into a Lease
                  Agreement dated March 25, 2003 (hereinafter referred to as the
                  "Lease") covering approximately 31,160 gross rentable square
                  feet on the fourth (4th) floor ("Premises") in the building
                  located at 105 Eisenhower Parkway, Roseland, New Jersey
                  ("Building"); and

         2.2      The Term of the Lease is eight (8) years and eight (8) months;
                  and

         2.3      Lessee desires to perform its own tenant improvement work in
                  the Premises; and

         2.4      The parties desire to amend certain terms of the Lease as set
                  forth below.

3.       AGREEMENT
         ---------

                  NOW, THEREFORE, in consideration of the Premises and the
         covenants hereinafter set forth, Lessor and Lessee agree as follows:

         3.1      The above recitals are incorporated herein by reference.

         3.2      All capitalized and non-capitalized terms used in this
                  Agreement which are not separately defined herein but are
                  defined in the Lease shall have the meaning given to any such
                  term in the Lease.

         3.3      Paragraph 6 of the Preamble to the Lease is hereby amended by
                  deleting it in its entirety and substituting the following in
                  place thereof: "COMMENCEMENT DATE is May 27, 2003 and shall
                  for purposes hereof be subject to Articles 27 and 43 hereof.
                  In no event shall the Commencement Date be earlier than May
                  27, 2003."

         3.4      Article 27 of the Lease is hereby amended by deleting it in
                  its entirety and substituting the following in place thereof:
                  "Lessor hereby leases to Lessee and Lessee hereby hires from
                  Lessor the Premises in its "AS-IS" condition for the Term,
                  under the terms and conditions set forth herein, subject to
                  Sections 5m. and 33 of the Lease. Lessor shall have no
                  obligation to perform any tenant improvement work in the
                  Premises. All initial tenant improvement work to be performed
                  by Lessee under this Lease shall be performed in accordance
                  with Exhibit C hereof."

         3.5      Article 43 of the Lease is hereby amended by deleting it in
                  its entirety and substituting the following in place thereof:
                  "Notwithstanding anything contained herein to the contrary, if
                  Lessor, for any reason whatsoever cannot deliver possession of
                  the Premises to Lessee at the commencement of the agreed Term
                  as set forth in Article 2, this Lease shall not be void or
                  voidable, nor shall Lessor be liable to Lessee for any loss or
                  damage resulting therefrom, but in that event, the Term shall
                  be for the full term as specified above to commence from and
                  after the date Lessor shall have delivered possession of the
                  Premises to Lessee or from the date Lessor would have
                  delivered possession of the Premises to Lessee but for any
                  reason attributable to Lessee (herein the "Commencement Date")
                  and to expire midnight of the day immediately preceding Term
                  anniversary of the Commencement Date, and if requested by
                  Lessor, Lessor and Lessee shall, ratify and confirm said
                  Commencement and Expiration Dates by completing and signing
                  Exhibit G attached hereto and made a part hereof.

                  If Lessee is delayed in substantially completing the Premises
                  on or before May 23, 2003 by reason of Lessor's acts and/or
                  omissions or Force Majeure, then the Commencement Date shall
                  be such number of days after May 27, 2003 as shall be equal to
                  the number of days Lessee is delayed in substantially
                  completing the Premises by reason of Lessor's acts and/or
                  omissions or Force Majeure. Notwithstanding the foregoing, if

                                       1
<PAGE>

                  Lessee is delayed by Force Majeure in substantially completing
                  the Premises for more than thirty (30) days, Lessor shall have
                  the right, but not the obligation, to perform the balance of
                  the work set forth in the construction contract between Lessee
                  and Lessee's contractor at the price set forth therein. In
                  such event, the Commencement Date shall be the earlier of (i)
                  the date Lessee or anyone claiming under or through Lessee
                  shall occupy the Premises for purposes other than constructing
                  tenant improvements in the Premises or (ii) the date Lessor
                  shall substantially complete the Premises.

                  Notwithstanding anything contained in the foregoing paragraphs
                  of this Article to the contrary, any delays in Lessee's
                  substantial completion of the Premises resulting from Lessor's
                  acts or omissions or Force Majeure shall not automatically
                  relieve Lessee of its obligation to commence paying Fixed
                  Basic Rent on the eighth (8th) month anniversary of the
                  Commencement Date. Such delays resulting from Lessor's acts or
                  omissions or Force Majeure must have in fact delayed Lessee's
                  substantial completion of the Premises by more than the number
                  of days between the forty-fifth (45th) day after the date
                  construction drawings for the Premises has been approved by
                  Lessor and Lessee and May 23, 2003.

         3.6      Article 53 is hereby deleted in its entirety.

         3.7      Exhibit C is hereby amended by deleting it in its entirety and
                  substituting the attached Exhibit C in place thereof.

         3.8      Lessee hereby represents to Lessor that (i) there exists no
                  default under the Lease either by Lessee or Lessor; (ii)
                  Lessee is entitled to no credit, free rent or other offset or
                  abatement of the rents due under the Lease; and (iii) there
                  exists no offset, defense or counterclaim to Lessee's
                  obligation under the Lease.

         3.9      Lessee represents to Lessor that no broker brought about this
                  transaction, and agrees to indemnify and hold Lessor harmless
                  from any and all claims of any broker arising out of or in
                  connection with negotiations of, or entering into of, this
                  Agreement.

         3.10     Except as expressly amended herein, the Lease, as amended,
                  shall remain in full force and effect as if the same had been
                  set forth in full herein, and Lessor and Lessee hereby ratify
                  and confirm all of the terms and conditions thereof.

         3.11     This Agreement shall be binding upon and inure to the benefit
                  of the parties hereto and their respective legal
                  representatives, successors and permitted assigns.

         3.12     Each party agrees that it will not raise or assert as a
                  defense to any obligation under the Lease or this Agreement or
                  make any claim that the Lease or this Agreement is invalid or
                  unenforceable due to any failure of this document to comply
                  with ministerial requirements including, but not limited to,
                  requirements for corporate seals, attestations, witnesses,
                  notarizations, or other similar requirements, and each party
                  hereby waives the right to assert any such defense or make any
                  claim of invalidity or unenforceability due to any of the
                  foregoing.

         IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
that they possess the requisite authority to enter into this transaction and to
sign this Agreement.

LESSOR:                                          LESSEE:
CWLT ROSELAND EXCHANGE L.L.C.                    AMERICAN BUSINESS FINANCIAL
                                                 SERVICES, INC.
By:  Mack-Cali Texas Property L.P., member
By:  Mack-Cali Sub XVII, Inc. its general
     partner

By:  _____________________________               By: ___________________________
     Michael K. Nevins                               Name:
     Vice President - Leasing                        Title:



                                       2
<PAGE>

                                    EXHIBIT C
                                    ---------

                          LESSEE'S WORK AND ALTERATIONS


Lessee may make the alterations required for Lessee's use of the Premises
(hereinafter the "Work") after the commencement of the Term subject to the
following:

1.       a.       Lessee, at its sole cost and expense, shall prepare and
                  submit to Lessor, for Lessor's and governmental approval, the
                  following descriptive information, detailed architectural and
                  engineering drawings and specifications (hereinafter the
                  "Plans") for the Work. The Plans shall be as complete and
                  finished as required to completely describe the Work and shall
                  include, but not be limited to, the following:

                  i.       Demolition Plans depicting all existing conditions to
                           be removed, abandoned or cut patched.

                  ii.      Architectural floor plans depicting partition
                           locations and types; door location, size, and
                           hardware types.

                  iii.     Structural plans, if required, depicting new
                           structural components and their connections to
                           existing elements.

                  iv.      Electrical plans depicting all new and existing
                           electrical wiring, devices, fixtures and equipment.

                  v.       Mechanical plans depicting all new plumbing, piping,
                           heating, ventilating, air conditioning equipment, and
                           duct work and its connections to existing elements.

                  vi.      Life Safety System plans depicting all new or altered
                           alarm system fixtures, devices, detectors and wiring
                           within the Premises and their connection to existing
                           systems.

                  vii.     Coordinated reflected ceiling plan showing ceiling
                           systems and materials and all of the above items and
                           their proximity to one another.

                  viii.    Finish plans showing locations and types of all
                           interior finishes with a schedule of all proposed
                           materials and manufacturers.

                  The Plans shall provide for all systems and construction
                  components complying with the requirements of all governmental
                  authorities and insurance bodies having jurisdiction over the
                  Building.

         b.       The Plans for the Work are subject to Lessor's prior written
                  approval which shall not be unreasonably withheld, provided,
                  however, that Lessor may in any event disapprove the Plans if
                  they are incomplete, inadequate or inconsistent with the terms
                  of the Lease or with the quality and architecture of the
                  Building. Lessor agrees to approve or disapprove the Plans
                  within three (3) business days of receipt of same (the
                  "Lessor's Approval Period"). If Lessor disapproves the Plans
                  or any portion thereof, Lessor shall promptly notify Lessee
                  thereof and of the revisions which Lessor reasonably requires
                  in order to obtain Lessor's approval. Lessee shall, at its
                  sole cost and expense and within five (5) days after approval
                  of the Plans by Lessor and Lessee, submit the Plans, in such
                  form as may be necessary, with the appropriate governmental
                  agencies for obtaining required permits and certificates. Any
                  changes required by any governmental agency affecting the Work
                  or the Plans shall be complied with by Lessee in completing
                  said Work at Lessee's sole cost and expense. Lessee shall
                  submit completed Plans to Lessor simultaneously with Lessee's
                  submission of said plans to the local building department.

                              Exhibit C - Page 1
<PAGE>

2.       Lessor shall permit Lessee to solicit competitive pricing and select
         its own general and/or individual subcontractors to perform the Work at
         its sole cost. Lessee's use of its own contractor and/or individual
         subcontractors shall be subject to the following:

         a.       All general contractors shall be subject to Lessor's prior
                  written approval, which shall not be unreasonably withheld,
                  conditioned or delayed.

         b.       Lessee shall instruct all approved general contractors to use
                  Lessor's Base Building Sub-Contractors for heating,
                  ventilation, air conditioning, electrical, fire suppression
                  and life safety systems (hereinafter "Building Systems"). and
                  other subcontractors may be used only when specifically
                  approved in writing by Lessor, which approval shall not be
                  unreasonably withheld, conditioned or delayed.

         c.       The Base Building Sub-Contractors and their respective trades
                  are set forth in Paragraph 6 below.

         d.       Lessee notifies Lessor in writing of Lessee's selection of
                  general and subcontractors.

         e.       All costs associated with the bidding process soliciting
                  competitive pricing will be at the sole cost and expense of
                  the Lessee.

         f.       Lessee's workmen and mechanics shall work in harmony and not
                  interfere with the labor employed by Lessor, Lessor's
                  mechanics or contractors or by any other occupant of the
                  Building or their mechanic or contractors, if any. If at any
                  time Lessee and/or its contractors cause disharmony or
                  interference with the operation of the Building, Lessor shall
                  give forty-eight (48) hours written notice to Lessee and
                  within twenty-four (24) hours Lessee shall resolve any dispute
                  so that the tenor of the construction process and the
                  operation of the Building is returned to that which existed
                  prior to Lessor's notice. Such entry by Lessee's contractors
                  shall be deemed controlled by all of the terms, covenants,
                  provisions and conditions of the Lease.

         g.       Prior to the commencement of the Work, Lessee shall provide
                  Lessor with evidence of Lessee's contractors and
                  sub-contractors carrying such worker's compensation, general
                  liability, personal and property insurance required by law and
                  in amounts no less than the amounts set forth in Paragraph 7
                  herein. Lessor shall not be liable in any way for any injury,
                  loss or damage which may occur to any portion of the Work,
                  Lessee's decorations, or installments so made, the same being
                  solely at Lessee's risk.

         h.       In the event Lessor approves the use of subcontractors other
                  than Lessor's Base Building sub-contractors, all proposed
                  Building System work, including the preparation of the plans
                  and specifications identified herein, shall be approved by
                  Lessor's engineers (the "Engineering Review"), and any cost
                  thereof shall be Lessee's responsibility.

         i.       Lessor shall afford Lessee and its contractors the opportunity
                  to use the Building facilities in order to enable Lessee and
                  its contractors to perform the Work, provided however, that
                  Lessee and its contractors shall remain responsible for the
                  scheduling and transportation of materials and equipment used
                  in the performance of such work. Lessee shall give Lessor
                  adequate prior notice with regard to the scheduling and
                  transportation of materials in and out of the Building. Lessor
                  shall furnish, at Lessor's expense, water, electricity, heat
                  and ventilation during the performance of the Work during
                  regular construction trade hours of 8:00 a.m. to 5:00 p.m.,
                  Monday through Friday, exclusive of trade holidays. Any
                  services required by Lessee during other hours shall be paid
                  by Lessee at Lessor's customary charge therefor.

                              Exhibit C - Page 2
<PAGE>

         j.       All work installed by Lessee and its sub-contractors shall
                  require inspections to be made by Lessor's Base Building
                  Sub-Contractors at Lessee's or Lessee's contractors expense,
                  such fees to be reasonable and customary, (the "Inspection
                  Fees"). The Base Building Sub-Contractors shall supply Lessor
                  with certification that work so preformed has been completed
                  in accordance with the Plans which have been previously
                  approved by Lessor. If a Base Building Sub-Contractor is
                  selected and actually installs the work, the Inspection Fees
                  described in this paragraph with respect to such work shall
                  not be required. The Inspection Fees together with the
                  Building Manager's fees shall not exceed $4,000.00.

         k.       Lessee shall be responsible for all cleaning and removal of
                  debris necessitated by the performance of the Work. If Lessee
                  fails to provide such cleaning and removal, the same may be
                  performed by Lessor on Lessee's behalf and Lessee will pay
                  Lessor an amount equal to the contractor's charge therefore.

         l.       Neither the outside appearance nor the strength of the
                  Building or of any of its structural parts shall be affected
                  by the Work.

         m.       The proper functioning of any of the Building Systems shall
                  not be adversely affected or the usage of such systems by
                  Lessee shall not be materially increased above the projected
                  usage of such systems indicated by the current plans and
                  specifications of the Building.

         n.       Lessee and its general and sub-contractors shall be bound by
                  and observe all of the conditions and covenants contained in
                  the Lease and this Exhibit C.

         o.       Lessor shall designate a "Project Manager" as its
                  representative in the Building who shall be responsible for
                  coordination and supervision of the Work as it pertains to the
                  daily operation of the Building. The Project Manager and his
                  subordinates shall be granted access to the Premises at all
                  times during the construction period. Lessee shall pay to
                  Lessor, with the fifteen (15) business days of billing, all
                  reasonable costs applicable to Lessor's supervisory and
                  coordination work during the construction period, at a rate of
                  $75.00 per hour, such charges, together with the Inspection
                  Fees, shall not exceed $4,000.00.

3.       Intentionally Omitted.

4.       Any part of the Work within the Premises shall become the property of
         the Lessor upon installation. Furthermore, with respect to any material
         and installation which is part of the Work, Lessee shall not be
         entitled to remove, pledge or sell same unless otherwise agreed to in
         writing by Lessor and Lessee. No refund, credit, or removal of said
         items shall be permitted at the termination of the Lease. Items
         installed that are not integrated in any such way with other common
         building materials do not fall under this provision (Example: shelving,
         furniture, trade fixtures).

5.       Lessor shall provide a cash contribution of FOUR HUNDRED EIGHTY-TWO
         THOUSAND FOUR HUNDRED FIFTY AND DOLLARS ($482,450.00) ("Lessor's
         Construction Allowance") for payment of the costs associated with the
         completion of the Work. Lessor shall make progress payments to Lessee
         on a monthly basis, for the Work performed to date and/or for materials
         delivered to the Premises during the previous month, less a retainage
         of ten percent (10%) of each progress payment ("Retainage"). Each of
         Lessor's progress payments shall be limited to that fraction of the
         total amount of such payment, the numerator of which shall be the
         amount of Lessor's Construction Allowance, and the denominator of which
         shall be the total contract (or estimated) price for the performance of
         all of the Work shown on all plans and specifications approved by
         Landlord. Provided that Lessee delivers requisitions to Lessor on or
         prior to the 10th day of any month, such progress payments shall be
         made within 20 days next following the delivery to Lessor of
         requisitions therefor, signed by a financial officer of Lessee, which
         requisitions shall set forth the names of each contractor and
         subcontractor to whom payment is due, and the amount thereof, and shall
         be accompanied by (i) copies of partial waivers of lien from all
         contractors, subcontractors and materialman covering all work and

                              Exhibit C - Page 3
<PAGE>
         materials which were the subject of previous progress payments by
         Lessor and Lessee, (ii) a written certification from Lessee's architect
         that the work for which the requisition is being made has been
         completed substantially in accordance with the plans and specifications
         approved by Lessor and (iii) such other documents and information as
         Lessor may reasonably request. Any such requisition made following the
         10th day of any month shall be paid no later than the last day of the
         month following the month in which such requisition is made. If Lessee
         does not pay any contractor as required by this provision, Lessor shall
         have the right upon notice to Lessee, but not the obligation, to
         promptly pay to such contractor all sums so due from Lessee, and Lessee
         agrees the same shall be deemed Additional Rent and Lessor shall have
         all remedies available under this Lease, at law or in equity for
         collection from Lessee of all sums so paid by Lessor.

         The Retainage of Lessor's Construction Allowance shall be payable
         within ten (10) business days of Lessor's receipt of the following:

         a.       Copy of the Certificate of Occupancy (temporary and permanent)
                  issued by the local construction official;

         b.       AIA Document G704, Certificate of substantial completion
                  issued and signed by Lessee's Architect;

         c.       Release of Lien statements from the general and all
                  sub-contractors associated with the Work;

         d.       Lessee shall provide Lessor a set of reproducible drawings of
                  the Plans and a "CAD" file (in .DWG or .DXF format) of the
                  "As-Built" Plans; and

         e.       Lessee has paid all sums due and owing Lessor under the Lease
                  and this Exhibit C.

         If Lessor fails to make such payment(s) of Lessor's Construction
         Allowance that is due and payable hereunder within the time periods set
         forth above, Lessee shall so notify Lessor ("Lessee's Notice").
         Lessee's Notice shall state the following in bold and capital letters:
         "IF LESSOR FAILS TO PAY LESSOR'S CONTRUCTION ALLOWANCE DUE AND PAYABLE
         PURSUANT TO EXHIBIT C OF THE LEASE WITHIN FIVE (5) BUSINESS DAYS OF
         YOUR RECEIPT OF THIS NOTICE, LESSEE MAY DEDUCT SUCH SUM(S) FROM THE
         FIXED BASIC RENT DUE AND PAYABLE UNDER THE LEASE." If Lessor shall fail
         to make such payment of Lessor's Construction Allowance within such
         five (5) business day period, Lessee shall have the right to deduct
         such sums from the Fixed Basic Rent due and payable by Lessee under the
         Lease.

6.       The Base Building Sub-Contractors are:

                  Fire Sprinkler Contractor
                  See Attached Exhibit A

                  Electrical Contractor
                  See Attached Exhibit A

                  Plumbing Contractor
                  See Attached Exhibit A

                  HVAC Contractor
                  See Attached Exhibit A

7.       Lessee's Contractor's Insurance:

         a.       The Lessee shall require any and all contractors of the Lessee
                  performing work on or about the Premises to obtain and/or
                  maintain specific insurance coverage for events which could
                  occur while operations are being performed and which could
                  occur after the completion of the work. The insurance coverage
                  of the contractor shall be at least equal to the coverage
                  required by Article 30 of the Lease and the contractor shall
                  name Lessor and, if requested, Mortgagee as additional
                  insureds on all policies of liability insurance.

                              Exhibit C - Page 4
<PAGE>


         b.       The contractor shall purchase and maintain such insurance as
                  will protect itself and Lessor and Lessee from claims set
                  forth below which may arise out of or result from its
                  operations under the contract and after contract completion
                  with Lessee, whether such operations are performed by the
                  contractor or by any subcontractor or by anyone directly or
                  indirectly employed by any of them or by anyone for whose acts
                  any of them may be liable. The insurance coverage shall
                  include but not be limited to protection for:

                  i.       Claims under Workers or Workmens Compensation,
                           Disability Benefits, and other Employee Benefit Acts;

                  ii.      Claims for damages because of bodily injury,
                           occupational sickness, disease or death of its
                           employees;

                  iii.     Claims for damages because of bodily injury,
                           sickness, disease, or death of any person other than
                           its employees;

                  iv.      Claims for damages insured by the usual personal
                           injury liability coverages which are sustained by (i)
                           any person as a result of an offense directly or
                           indirectly related to the employment of such person
                           by the contractor, or (ii) by any other person;

                  v.       Claims for damages, other than to the work itself,
                           because of injury to or destruction of tangible
                           property, including loss of use resulting therefrom;

                  vi.      Claims for damages because of bodily injury or death
                           of any person and/or property damage arising out of
                           the ownership, maintenance, or use of any motor
                           vehicle; and

                  vii.     Claims which include the foregoing, but not limited
                           thereto, which may occur while operations are being
                           performed and claims which may occur after operations
                           are completed.

         c.       Lessee shall secure evidence of Lessee's contractor's
                  insurance coverage adequate to protect Lessor and Lessee.

         d.       The contract between the Lessee and its contractor shall
                  require that the Lessee's contractor hold the Lessor harmless
                  in a form and manner equal to the indemnity agreement in
                  Article 33, "Indemnity" of the Lease agreement.

         e.       Lessee shall cause to be executed a waiver of all rights their
                  contractors have or may have against Lessor and any Mortgagee
                  involved in the Premises in any way, for damages caused by
                  fire or other perils so insured.

8.       All sums payable by Lessee to Lessor in connection with this Exhibit C
         and any other work to be performed by Lessor within the Premises and
         billable to Lessee shall be deemed Additional Rent.



                                      -END-


                              Exhibit C - Page 5