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                                  EXHIBIT 10.1


                              AMENDMENT NO. ONE TO
                              EMPLOYMENT AGREEMENT
                                       OF
                                 JOEL R. SCHULTZ

                  This AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT is entered into
as of April 17, 1997, subject to the approval of the stockholders of
PacificAmerica Money Center, Inc. ("Employer"), effective for all periods
beginning January 1, 1997, by and between Employer and Joel R. Schultz
("Schultz"), with reference to the following facts:

                  A. Employer and Schultz are parties to an Employment Agreement
dated as of June 27, 1996 (the "Agreement"), pursuant to which Employer has
engaged Schultz as President of Employer. Capitalized terms not defined herein
have the meanings ascribed to them in the Agreement.

                  B. Employer and Schultz now desire to amend certain provisions
of the Agreement as set forth herein.

                  NOW, THEREFORE, the parties hereby agree as follows:

                  1. Section 1(a) of the Agreement is hereby amended to extend
the initial term of this Agreement until December 31, 2000 which shall
thereafter be extended for additional one year terms unless either Employer or
Schultz gives notice of its or his intention not to extend the Agreement at
least six months prior to the end of the initial term or any renewal term
thereof.

                  2. Section 2(a)(ii) of the Agreement is hereby amended to
provide that the Bonus payable to Schultz shall be equal to the applicable
percentage specified in the Agreement of the annual net pre-tax profits of
Employer, as determined before deduction of the Bonus payable to Schultz and the
bonus payable to Richard D. Young.

                  3. Section 2(a)(ii) is further amended to provide that up to
80% of each year's annual bonus will be payable in quarterly installments during
the applicable year for which the bonus is earned, determined by annualizing the
quarterly net pre-tax profits, net after-tax profits and return on equity for
each of the first three quarters of the year. To the extent that a quarterly
bonus amount is paid for any quarter, and the annualized return on equity for
the year-to-date, as determined in the following quarter, results in an
overpayment of bonus for the prior quarter, the overpayment amount shall be
repaid by Schultz in the following quarter, or in the discretion of the
Executive Compensation Committee of the Board of Directors of Employer, deducted
from the Base Salary and other amounts due to Schultz under the Agreement or
repaid pursuant to a schedule of repayment determined appropriate by such
Committee.

                  4. Section 7(b) is hereby amended in its entirety to read as
follows:
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                  "Upon termination of employment pursuant to this Section 7,
                  Schultz shall be entitled to use of an automobile or
                  automobile allowance, full automobile insurance coverage, and
                  health insurance coverage under any health insurance policies
                  maintained by Employer for its other senior executive
                  officers, all of which shall be provided pursuant to the terms
                  of Section 2 (a) (v) herein and shall continue to be provided
                  without interruption for eighteen (18) months following the
                  effective date of termination pursuant to this Section 7. Upon
                  termination pursuant to this Section, Employer shall
                  additionally pay to Schultz a lump sum payment, to be paid
                  within five (5) days after the date of Schultz's notice
                  pursuant to Section 7(a) herein, which shall consist of: (i)
                  one and one-half times the full annual Base Salary; (ii) an
                  amount equal to one and one-half times the greater of (a) the
                  annual Bonus compensation earned by Schultz at the end of the
                  prior year or (b) the annualized Bonus compensation earned by
                  Schultz for the year in which the Corporate Change takes
                  place, determined by annualizing the net pre-tax profits, net
                  after-tax profits and return on equity of Employer from
                  January 1 of the year of the Corporate Change through the last
                  full month prior to the effective date of the Corporate
                  Change, not reduced by any quarterly bonus payments previously
                  paid or accrued for the applicable year, which shall be deemed
                  earned through the last day of the month prior to the
                  termination of employment pursuant to this Section 7; and
                  (iii) the cash value of all vacation, holiday and sick days
                  which have accrued up to the date of termination and which
                  would have accrued for eighteen (18) months following
                  termination pursuant to this Section 7. (The sum of all
                  amounts and benefits to be provided by Employer to Schultz
                  pursuant to this Section 7 (b) is collectively referred to
                  herein as the "Corporate Changes Termination Payment").
                  Notwithstanding the foregoing, if Schultz gives notice of
                  termination pursuant to this Section 7 prior to the closing of
                  a transaction referred to in Section 7(a)(i), (ii) or (iii)
                  hereof, the Corporate Changes Termination Payment must be made
                  a condition to and must be paid concurrently with the closing
                  of such a transaction."

                  5. Except as amended by the terms of this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and effect,
and this Amendment shall be deemed a part of the Agreement, subject to all of
the general terms and conditions of the Agreement.

                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.


                                      PACIFICAMERICA MONEY CENTER, INC.


_________________________             By:______________________
JOEL R. SCHULTZ                       Charles J. Siegel, Chief Financial Officer

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                              AMENDMENT NO. TWO TO
                              EMPLOYMENT AGREEMENT
                                       OF
                                 JOEL R. SCHULTZ

                  This AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT is entered into
as of February 3, 1998, by and between PACIFICAMERICA MONEY CENTER, INC., a
Delaware corporation (hereinafter referred to as "Employer"), and JOEL R.
SCHULTZ (hereinafter referred to as "Schultz"), with reference to the following
facts:

                  A. Employer and Schultz are parties to an Employment Agreement
dated as of June 27, 1996 (the "Agreement"), as amended by Amendment No. One
thereto dated as of April 17, 1997, pursuant to which Employer has engaged
Schultz as President and Chief Executive Officer of Employer. Capitalized terms
not defined herein have the meanings ascribed to them in the Agreement.

                  B. Employer and Schultz now desire to amend certain provisions
of the Agreement as set forth herein.

                  NOW, THEREFORE, the parties hereby agree as follows:

                  1. Section 2(a)(ii) of the Agreement is hereby amended to
provide that, with respect to the portion of the Bonus earned for the year ended
December 31, 1997 (the "Deferred 1997 Bonus") which has not been advanced as of
the date hereof, Employer shall pay such Deferred 1997 Bonus as provided herein.
Employer shall use its best efforts to determine the amount of the Deferred 1997
Bonus (the "Determination Date") on or before March 15, 1998, and shall pay the
Deferred 1997 Bonus by the fifth business day following the Determination Date
(the "Deferred 1997 Bonus Payment Date") in the following manner:

                  a.       $450,000 shall be paid in cash; and

                  b. the balance of the Deferred 1997 Bonus shall be paid in
shares of common stock of Employer ("Common Stock") equal to the fair market
value of such balance, which shall be determined as the number of shares equal
to the nearest whole number derived from dividing such balance by the highest
of: (i) the closing price per share of the Common Stock on the Determination
Date, as reported on the Nasdaq National Market ("NNM"); (ii) the average
closing price per share of the Common Stock for the 10 trading days preceding
the Determination Date as reported on the NNM; or (iii) $10.00 per share, with
any fractional amount paid in cash.

                  2. Except as amended by this Amendment, all of the terms and
conditions of the Agreement shall remain in full force and effect, and this
Amendment shall be deemed a part of the Agreement, subject to all of the general
terms and conditions of the Agreement.
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                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above


                                      PACIFICAMERICA MONEY CENTER, INC.


_________________                     By:______________________
JOEL R. SCHULTZ                       Charles J. Siegel, Chief Financial Officer




Attest:


By:_______________________
   Richard B. Fremed, Corporate Secretary