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EXHIBIT 10.1


                                 AMENDMENT NO. 1
                                       TO
                           MASTER REPURCHASE AGREEMENT
                             AND SUPPLEMENTAL TERMS


                                                         Dated as of May 1, 1998

Among:

         Merrill Lynch Mortgage Capital Inc.

and

         Merrill Lynch Credit Corporation

and

         PacificAmerica Securities, Inc.

     1. APPLICABILITY. This Amendment No. 1 (the "Amendment") to the Master
Repurchase Agreement dated as of October 31, 1997 (the "Master Repurchase
Agreement") and the Supplemental Terms thereto set forth in Annex I (the
"Supplemental Terms" and collectively with the Master Repurchase Agreement, the
"Agreement") modifies the Agreement and the terms and conditions under which the
parties hereto and thereto, from time to time, enter into transactions.

     2. DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Agreement. Capitalized terms used in
the Agreement whose definitions are modified in this Amendment shall, for
purposes of this Agreement, be deemed to have such modified definitions.

     3. MAXIMUM TRANSACTION AMOUNT. Paragraph 20(a) of the Supplemental Terms is
hereby amended by deleting "$120,000,000" and substituting "$60,000,000"
therefor and the following shall be added at the end of such Paragraph 20(a):

         "; provided, however, that if the aggregate outstanding
         Repurchase Price for the Purchased Securities that are
         Mortgage Loans shall at any time exceed $60,000,000, all
         provisions of the Agreement, as amended, shall apply to the
         actual amount of such aggregate outstanding Repurchase Price
         as though such amount were specifically set forth in Paragraph
         20(a) of the Supplemental Terms."

     4. TERMINATION. Notwithstanding any provisions of the Agreement to the
contrary, the Agreement as amended hereby and all Transactions outstanding
thereunder shall terminate automatically without any requirement for notice on
the date occurring on the earlier of (i) December 31, 1998 and (ii) the written
agreement of Seller and Buyer; provided, however, that notwithstanding the
foregoing, the Agreement as amended hereby shall continue in full force and
effect until any outstanding Repurchase Price has been paid in full.



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     5. GOVERNING LAW. This Amendment shall be governed by the laws of the State
of New York without given effect to the conflict of law principles thereof.

     6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

     7. RATIFICATION AND CONFIRMATION. As amended hereby, the Agreement is
hereby in all respects ratified and construed as one and the same instrument.

MERRILL LYNCH MORTGAGE                      PACIFICAMERICA SECURITIES, INC.
  CAPITAL INC.
By:_______________________________          By:_________________________________

Title:____________________________          Title:______________________________

Date:_____________________________          Date:_______________________________


MERRILL LYNCH CREDIT
  CORPORATION

By:_______________________________

Title:____________________________

Date:_____________________________