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            THIS AMENDED AND RESTATED CORPORATE FINANCE AGREEMENT, amended as
of January 27, 1997, among PacificAmerica Money Center, Inc., as seller ("PAM"
or the "Seller"), Advanta Mortgage Conduit Services, Inc., ("Buyer") and
Advanta Mortgage Corp.USA, as master servicer (the "Master Servicer"),


                        W I T N E S S E T H   T H A T :


                 WHEREAS, PAM, through its subsidiaries, is an originator of
mortgage loans which PAM desires to include in securitization transactions
sponsored by the Buyer;

                 WHEREAS, Buyer desires to include such mortgage loans in its
securitization transactions; and

                 WHEREAS, PAM and Buyer desire that the Master Servicer service
such mortgage loans.

                 NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, the parties hereto hereby agree as follows:


                 Section 1.  Definitions.  Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Section.

                 Accumulation Pool:  As of any date, all Mortgage Loans
previously sold by the Seller hereunder and which are held by the Conduit
Acquisition Trust on such date.  The Accumulation Pool may represent any number
of Pools.

                 Additional Initial Reserve Amount:  With respect to any
Securitized Loan Pool, any additional amount required to be added to the
Reserve Amount in connection with the conveyance of such Securitized Loan Pool
to the related Advanta Trust (including conveyances of any "pre-funded"
Mortgage Loans).  The parties acknowledge that their expectation is that the
Additional Initial Reserve Amount will be ________.

                 Additional Representations and Warranties:  With respect to
any Pool, the additional representations and warranties made by the Seller with
respect thereto, as set forth in the related Conveyance Agreement and agreed to
by the Buyer and the Seller.

                 Advances:  Any "Delinquency Advances" as may be required in
connection with a Securitized Loan Pool, as defined in the "Pooling and
Servicing" or similar agreement relating to the applicable Advanta Trust, and
any Servicing Advances.

                 Advanta Pooling Agreement:  Any pooling and servicing or other
trust agreement pursuant to which an Advanta Trust is established.

                 Advanta Trust:  Any trust which the Buyer may from time to
time sponsor for the purpose of securitizing, among other things, all or a
portion of the Mortgage Loans and selling the interests therein to investors.

                 Agreement:  This Amended and Restated Corporate Finance
Agreement and all amendments hereof and supplements hereto.
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                 Applicable Pool Parameters:  For purposes of this Agreement
only (i.e., not necessarily for purposes of the Whole Loan Agreement) those
pool parameters set forth on Exhibit D hereto, as such Exhibit D may be revised
from time to time by the Buyer.

                 Applicable Pool Balance:  With respect to any Pool as of any
Distribution Date, the aggregate Principal Balances of the Mortgage Loans in
such Pool as of the opening of business on the first day of the prior calendar
month.

                 Applicable Rate:  With respect to any Mortgage Loan included
in the Accumulation Pool, LIBOR plus ______.  With respect to any Mortgage Loan
included in a Securitized Loan Pool, the "Pass-Through Rate(s)" for the related
classes of securities for the related period; such "Pass-Through Rate(s)" may
be either the actual rates or, in the case of a derivative, such derivative
hedged rate(s).

                 Appraised Value:  The appraised value of any Mortgaged
Property based upon the appraisal or other valuation made at the time of the
origination of the related Mortgage Loan; or, in the case of a Mortgage Loan
which is a purchase money mortgage; or in the case of a home which is purchased
within the last twelve (12) months, the sale price of the Mortgaged Property at
such time of origination, if such sale price is less than such appraised value.

                 ARM Loan:  A Mortgage Loan which bears an adjustable rate of
interest.

                 Authorized Representatives:  As defined in Section 16 hereof.

                 Bond Pricing Discount:  An estimated percentage of pricing
discount on the publicly-offered securities to be issued by an Advanta Trust,
as determined by the Underwriter(s) selected by the Buyer.  The parties
acknowledge that their expectation is that the Bond Pricing Discount will be
_____, or as close to zero as reasonably practicable.  If the Bond Pricing
Discount is more than _____, the Seller may terminate this Agreement upon 30
days' notice to the Buyer.

                 Business Day:  Any day other than (a) a Saturday or a Sunday,
or (b) a day on which national banks in the states of California, New York or
Delaware are required or authorized by law, executive order or governmental
decree to be closed.

                 Buyer Information:  As defined in Section 5(d).

                 Carry-Forward Amount:  With respect to any Securitized Loan
Pool and any Distribution Date, the sum of the excess, if any, of (x) the
amount described in clause (y) of the definition of "Deferred Premium Payment"
for the immediately preceding Distribution Date over (y) the Residual Cashflow
for such Securitized Loan Pool for such immediately preceding Distribution
Date.

                 Closing Date:  With respect to any Pool, the date established
as the "Closing Date" in the related Conveyance Agreement.

                 Combined Loan-to-Value Ratio:  With respect to any First
Mortgage Loan, the percentage equal to the Original Principal Amount of the
related Note divided by the Appraised Value of the related Mortgaged Property
and with respect to any Second Mortgage Loan, the percentage equal to (a) the
sum (i) the remaining principal balance, as of origination of the Second
Mortgage Loan, of the Senior Lien note(s) relating to such





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Second Mortgage Loan, and (ii) the Original Principal Amount of the Note
relating to such Second Mortgage Loan, divided by (b) the Appraised Value.

                 Compensating Interest:  Amounts advanced by the Master
Servicer for the benefit of the Advanta Trust as a result of a prepayment in
full by a Mortgagor on a date other than the scheduled Due Date, and equal to
the excess of (x) a full month's interest on the related Mortgage Loan
calculated at the related Coupon Rate less the Servicing Fee Rate over (y) the
interest actually paid by the related Mortgagor for the related monthly period.
All amounts advanced for Compensating Interest will be reimbursed to the Master
Servicer out of the Residual Cashflows due to the Seller.

                 Conduit Acquisition Trust:  The Conduit Acquisition Trust
created pursuant to that certain Pooling and Servicing Agreement dated as of
February 15, 1995 among the Buyer, the Master Servicer and the Trustee.

                 Conveyance Agreement:  With respect to the purchase of a Pool,
the Conveyance Agreement in substantially the form of Exhibit A hereto executed
with respect thereto.

                 Credit Enhancer:  Any financial guarantor or other financial
institution which provides third-party credit enhancement with respect to an
Advanta Trust.

                 Cut-Off Date:  With respect to any Pool, the date established
as the "Cut-Off Date" in the related Conveyance Agreement.

                 Cut-Off Date Principal Balance:  As to any Mortgage Loan, its
Principal Balance as of the opening of business on the related Cut-Off Date.

                 Defect:  As to any Mortgage Loan, (a) a failure of any
document in the Mortgage File to correspond substantively to the information
set forth on the Mortgage Loan Schedule or (b) the absence of a required
document or required information from a Mortgage File if such failure or
absence in the reasonable opinion of the Buyer materially and adversely affects
the collectibility or value of the Mortgage Loan.

                 Defective Mortgage Loan:  Any Mortgage Loan which is required
to be repurchased by the Seller pursuant to Section 5(b), 5(c), 6(b) or 8(c)
hereof.

                 Deferred Premium Payment:  With respect to any Securitized
Loan Pool and any Distribution Date, the excess, if any, of (x) the Residual
Cashflow for such Distribution Date over (y) the sum of (i) the Initial Premium
Amortization Current Amount plus (ii) the related Initial Premium Fee plus
(iii) the Carry-Forward Amount, if any, for such Distribution Date.

                 Delinquency Advances:  For each remittance period for the
related Securitization, an amount equal to the sum of the interest portions
(net of the Servicing Fees) due, but not collected, with respect to delinquent
Mortgage Loans, which the Master Servicer advances to the Trust.  The Master
Servicer is only required to make Delinquency Advances if the Master Servicer
believes, in its good faith business judgment, that such amount will ultimately
be recovered from the related Mortgage Loan.

                 Distribution Date:  With respect to the Accumulation Pool or
any Securitized Loan Pool, the 25th day of each month or, if such day is not a
Business Day, the Business





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Day immediately following such 25th day, beginning in the month specified in
the related Conveyance Agreement.

                 Due Date:  With respect to any Mortgage Loan the fixed date in
each month on which the Mortgagor's Monthly Mortgage Payment is due.

                 Excess Interest means:

                          (x)     with respect to the Accumulation Pool, as of
         any Distribution Date, the sum of all interest due (minus the amount
         of any interest not required to be advanced by the Master Servicer as
         a non-recoverable "Delinquency Advance")  with respect to the Mortgage
         Loans in the Accumulation Pool during the prior calendar month (minus
         any portion of such interest previously received by the Seller as part
         of the related Pool Purchase Price), less the sum of the following
         amounts, to be deducted in the following order of priority:

                          (i)     the Monthly Fee with respect to the
                                  Accumulation Pool;

                          (ii)    one-twelfth of the Servicing Fee Rate times
                                  the related Applicable Pool Balance;

                          (iii)   the interest, calculated at the Applicable
                                  Rate, which accrued on the Applicable Pool
                                  Balance which relates for the applicable
                                  preceding interest accrual period; and

                          (iv)    the amount of any Advances, including, but
                                  not limited to, Nonrecoverable Advances, made
                                  or paid by the Master Servicer with respect
                                  to any Mortgage Loans included in the
                                  Accumulation Pool during the prior calendar
                                  month less the amount of any Delinquency
                                  Advances made or paid by the Master Servicer
                                  on prior monthly periods and recovered during
                                  the current monthly period; and

                          (y)     with respect to any Securitized Loan Pool, as
         of any Distribution Date, the sum of all interest due with respect to
         the Mortgage Loans in such Securitized Loan Pool (minus the amount of
         any interest not required to be advanced by the Master Servicer as a
         non-recoverable "Delinquency Advance"), during the prior calendar
         month (minus any portion of such interest previously received by the
         Seller as part of the related Pool Purchase Price), less the sum of
         the following amounts, to be deducted in the following order of
         priority:

                          (i)     the Monthly Fee with respect to the
                                  Securitized Loan Pool;

                          (ii)    one-twelfth of the Servicing Fee Rate times
                                  the related Applicable Pool Balance;

                          (iii)   the sum of (x) the interest, calculated at
                                  the Applicable Rate for the related ARMs,
                                  which accrued on that portion of the
                                  Applicable Pool Balance which relates to
                                  ARMs, plus (y) the interest, calculated at
                                  the Applicable Rate for the related Fixed
                                  Rate Loans, which accrued on that portion of
                                  the Applicable Pool Balance which relates to
                                  Fixed Rate Loans,





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                                  in each case for the applicable preceding
                                  interest accrual period; and

                          (iv)    the amount of any Advances (including, but
                                  not limited to, Nonrecoverable Advances) and
                                  Compensating Interest made or paid by the
                                  Master Servicer with respect to any Mortgage
                                  Loans included in the Securitized Loan Pool
                                  during the prior calendar month less the
                                  amount of any Delinquency Advances and
                                  Compensating Interest made or paid by the
                                  Master Servicer on prior monthly periods and
                                  recovered during the current monthly period.

                 FDIC:  The Federal Deposit Insurance Corporation and its
successors in interest.

                 FEMA:  The Federal Emergency Management Agency and its
successors in interest.

                 FHLMC:  The Federal Home Loan Mortgage Corporation and its
successors in interest.

                 First Mortgage Loan:  A Mortgage Loan which constitutes a
first priority mortgage lien with respect to any Mortgaged Property.

                 Fixed Rate Loan:  A Mortgage Loan which bears interest at a
fixed rate.

                 FNMA:  The Federal National Mortgage Association and its
successors in interest.

                 Initial Premium Amortization Amount Schedule:  With respect to
any Securitized Loan Pool, a schedule setting forth all Initial Premium
Amortization Current Amounts for each Distribution Date.

                 Initial Premium Amortization Current Amount:  With respect to
any Securitized Loan Pool (i) for each Distribution Date occurring during the
amortization period (which shall in no event be less than 36 months or greater
than 48 months) set forth in the related Securitization Statement, the amount
set forth with respect to such Distribution Date in the Initial Premium
Amortization Amount Schedule attached to the related Securitization Statement
and (ii) with respect to each Distribution Date thereafter, the related
Unamortized Initial Premium Amount immediately prior to such Distribution Date.

                 Initial Premium Fee:  With respect to any Distribution Date,
the product of (i) ______ of the sum of (a) ______ (b) ______ and (ii) the
related Unamortized Initial Premium Amount immediately prior to such
Distribution Date.

                 Initial Premium Payment:  An amount paid to the Seller on the
closing date of the related Advanta Securitization equal to the product of (i)
the related Initial Premium Percentage and (ii) the aggregate Principal Balance
of all Qualifying Loans purchased by the Buyer as of the closing date of a
Securitization.

                 Initial Premium Percentage:  With respect to each Securitized
Loan Pool, the percentage indicated as the Initial Premium Percentage in the
related Securitized Statement, which percentage shall not be less than ______.





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                 Initial Reserve Amount:  With respect to any Securitized Loan
Pool, the initial amount of Reserves relating thereto, as set forth in the
related Conveyance Agreement and based upon an initial review by the Credit
Enhancer.  The parties acknowledge that their expectation is that the Initial
Reserve Amount will be ______.

                 Insurance Policy:  Any hazard, flood, title or primary
mortgage insurance policy relating to a Mortgage Loan.

                 Insurance Proceeds:  Proceeds paid by any insurer and received
by the Master Servicer during the prior calendar month pursuant to any
insurance policy covering a Mortgage Loan or the related Mortgaged Property,
and the proceeds from any fidelity bond or errors and omission policy, net of
any component thereof covering any expenses incurred by or on behalf of the
Master Servicer.

                 Issuance Costs:  With respect to any Securitized Loan Pool,
all costs incurred by the Seller and by the Buyer in connection with the
purchase and sale of a Pool, the establishment of the related Advanta Trust and
the sale of mortgage-backed securities by such Advanta Trust, including,
without limitation, legal, accounting, printing, initial Trustee's fee, the
Underwriter's discount, initial Credit Enhancer's fee, Rating Agency's fees and
other customary costs of issuance.

                 LIBOR:  With respect to each Distribution Date, one-month
London Interbank Offered Rate as set forth in the Wall Street Journal as of the
prior Business Day.

                 Liquidated Mortgage Loan:  As to any Distribution Date, any
Mortgage Loan as to which the Master Servicer has determined, in accordance
with its regular servicing practices during the prior calendar month, that all
Liquidation Proceeds which it expects to recover from or on account of such
Mortgage Loan have been recovered, which determination may include "charging
off" such Mortgage Loan.

                 Liquidation Expenses:  Expenses which are incurred by the
Master Servicer in connection with the liquidation or foreclosure of any
Mortgage Loan and not recovered under any insurance policy or from any
Mortgagor.  Such expenses shall include, without limitation, legal fees and
expenses, real estate brokerage commissions, any unreimbursed amount expended
by the Master Servicer respecting the related Mortgage Loan (including,
without limitation, amounts voluntarily advanced to correct defaults on each
related Senior Lien) and any related and previously unreimbursed Advances.

                 Liquidation Proceeds:  Cash (other than Insurance Proceeds)
received in connection with the liquidation of any Mortgaged Property, whether
through trustee's sale, foreclosure sale or otherwise received in respect of
any Mortgage Loan foreclosed upon (including, without limitation, proceeds from
the rental of the related Mortgaged Property).

                 Master Commitment:  The Master Commitment for Corporate
Finance Relationships dated as of December 16, 1996 among the Buyer and the
Seller hereto.

                 Master Servicer:  Advanta Mortgage Corp. USA, a Delaware
corporation.

                 Monthly Fee:  As defined in Section 4(a) hereof.

                 Monthly Mortgage Payment:  With respect to any Mortgage Note,
the amount of each fixed monthly payment (other than final balloon payments)
payable under such Mortgage Note in accordance with its terms, net of any
portion of such monthly payment





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that represents late payment charges, prepayment or extension fees or
collections allocable to payments to be made by Mortgagors for payment of
insurance premiums, real estate taxes or similar items.

                 Mortgage:  The mortgage, deed of trust or other instrument
creating a first, second or third lien on an estate in fee simple interest in
real property securing a Mortgage Loan.

                 Mortgage File:  With respect to any Mortgage Loan, the items
set forth on Exhibit B hereto.

                 Mortgage Loan:  Each of the Mortgage Loans sold by the Seller
hereunder.

                 Mortgage Loan Rate:  As to any Mortgage Loan, the per annum
rate of interest applicable to the calculation of interest thereon.

                 Mortgage Loan Schedule:  With respect to any Pool, the
schedule of Mortgage Loans delivered by the Seller with respect thereto on the
related Closing Date.  Each such schedule shall be delivered in
computer-readable form on diskette or magnetic tape and in physical form, as
amended from time to time.

                 Mortgage Note:  The note or other instrument of indebtedness
evidencing the indebtedness of a Mortgagor under the related Mortgage Loan.

                 Mortgaged Property:  The underlying property securing a
Mortgage Loan.

                 Mortgagor:  The obligor under a Mortgage Note.

                 Net Insurance Proceeds:  Insurance Proceeds from any policy of
insurance covering a Mortgage Loan which (a) are applied by the Master Servicer
to reduce the Principal Balance of the related Mortgage Loan and (b) not
applied to the restoration or repair of the related Mortgaged Property or
released to the related Mortgagor in accordance with the Master Servicer's
regular servicing procedures or the terms of the related Mortgage Loan.

                 Net Liquidation Proceeds:  As to any Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.  For all purposes of this
Agreement, Net Liquidation Proceeds shall be allocated first to accrued and
unpaid interest on the related Mortgage Loan and then to the Principal Balance
thereof.

                 Nonrecoverable Advances:  With respect to any Mortgage Loan,
any Delinquency Advance and any Servicing Advance previously made and not
reimbursed which, in the good faith business judgment of the Master Servicer,
would not be ultimately recoverable.

                 Offering Document:  A prospectus, placement memorandum or
other document pursuant to which an Underwriter offers mortgage- backed
securities issued by an Advanta Trust.

                 Original Principal Amount:  With respect to any Mortgage Note,
the original principal amount due under such Mortgage Note as of its date of
origination.





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                 Other Expenses:  Any additional expenses incurred by the Buyer
in connection with the inclusion of the Seller's Mortgage Loans sold by the
Seller in an Advanta Trust, including, but not limited to the costs of (i) data
integrity review of loan files versus the servicing system, (ii) accountant's
"comfort letter" with respect to any of the Seller Information and (iii)
third-party due diligence expenses relating to on-site review of the Seller or
the Mortgage Loans, to the extent over and above the Buyer's normal expenses
for items (i), (ii) and (iii).

                 Pair-Off Fee:  As defined in the Master Commitment for
Corporate Finance Relationships, dated as of December 16, 1996 between the
Seller and the Buyer.

                 Person:  Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

                 Pool:  Any group of Mortgage Loans sold by the Seller
hereunder and designated as a "pool" for purposes of this Agreement.  For
convenience, each Pool shall be designated by the year of its sale and lettered
sequentially, e.g., 1996-A, 1996-B, etc.

                 Pool Principal Balance:  As of any date, the aggregate
Principal Balances of all Mortgage Loans in the related Pool as of such date.

                 Pool Purchase Price:  With respect to any Pool, the sum of (x)
the aggregate Principal Balance of each Mortgage Loan in such Pool as of the
opening of business on the related Cut-Off Date and (y) for each Mortgage Loan,
interest accrued on the amount described in clause (x) from and including the
date to which interest was last paid by the Mortgagor (including any prepaid
interest) to but excluding the Closing Date, calculated at the related Mortgage
Loan Rate and minus the Initial Servicing Expenses set forth on Exhibit L
attached hereto.

                 Principal Balance:  As to any Mortgage Loan and any date of
determination, the Principal Balance thereof as of the related Cut-Off Date,
less all amounts theretofore applied in reduction of such Principal Balance
after the related Cut-Off Date; provided, however, that a Mortgage Loan that
has become liquidated will be deemed to have a Principal Balance of _______.

                 Principal Payment:  As to any Mortgage Loan and calendar
month, all amounts received or, deemed to have been received by the Master
Servicer from or on behalf of the related Mortgagor during such calendar month
(including Principal Prepayments) which, at the time of receipt or at the time
deemed to have been received, were applied or were required to be applied by
the Master Servicer in reduction of the Principal Balance of such Mortgage
Loan.

                 Principal Prepayment:  As to any Mortgage Loan and calendar
period, any Mortgagor payment or other recovery in respect of principal on a
Mortgage Loan (including Net Liquidation Proceeds) which, in the case of a
Mortgagor payment, is received in advance of its Due Date and is not
accompanied by an amount as to interest representing scheduled interest for any
month subsequent to the month of such payment or was accompanied by
instructions from the related Mortgagor directing the Master Servicer to apply
such payments to the Principal Balance of such Mortgage Loan.





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                 Qualified Mortgage:  "Qualified Mortgage" shall have the
meaning set forth from time to time in the definition thereof at Section
860G(a)(3) of the Internal Revenue Code of 1986, as amended (or any successor
statute thereto).

                 Qualifying Loan:  Mortgage Loans which (i) conform to the
Applicable Guidelines, and (ii) which conform to all Representations and
Warranties, as defined in this Agreement and applicable to the related Mortgage
Loans.

                 Rating Agencies:  Collectively, all nationally recognized
statistical credit rating agencies providing a rating on any class of
mortgage-backed securities issued by an Advanta Trust.

                 Realized Loss:  As to any Liquidated Mortgage Loan, the
excess, if any, of (x) the Principal Balance thereof as of the date of
liquidation, together with all unreimbursed Advances over (y) the related Net
Liquidation Proceeds, if any.

                 Related Conduit Agreements:  As defined in the Master
Commitment.

                 Remaining Excess Interest:  With respect to any Securitized
Loan Pool as of any Distribution Date, the excess, if any, of (x) the Excess
Interest for such Securitized Loan Pool over (y) the Reserve Deposit for such
Securitized Loan Pool.

                 REO Property:  Any Mortgaged Property as to which title has
become vested in the Trustee, the Conduit Acquisition Trust or an Advanta Trust
as a result of foreclosure, deed in lieu of foreclosure, etc.

                 Representations and Warranties:  As defined in Section 8(a)
hereof.

                 Repurchase Price:  With respect to any Mortgage Loan
repurchased by the Seller pursuant to the provisions hereof, an amount equal to
(i) the sum of (A) the Principal Balance of such Mortgage Loan as of the
beginning of the calendar month next preceding the Distribution Date on which
the proceeds of such repurchase or purchase are required to be distributed, (B)
interest computed at the applicable Mortgage Loan Rate on such Principal
Balance from the date to which interest was last paid by the Mortgagor to the
end of the calendar month immediately preceding such Distribution Date on which
such repurchase or purchase occurs and (C) any previously unreimbursed Advances
made on or in respect of such Mortgage Loan less (ii) any payments of principal
and interest in respect of such Mortgage Loan, made by or on behalf of the
related Mortgagor during such calendar month.

                 Reserve Amount:  With respect to the Accumulation Pool or any
Securitized Loan Pool, as of any Distribution Date the excess of (x) the sum of
(i) the Initial Reserve Amount(s) for the related Pool(s), (ii) any Additional
Initial Reserve Amount and (iii) the aggregate, cumulative amount of Reserve
Deposits applicable to the Accumulation Pool or such Securitized Loan Pool, as
the case may be and (iv) investment earnings at Advanta Corp.'s then-standard
reinvestment rate over (y) the sum of (i) the aggregate, cumulative amount of
Realized Losses experienced with respect to the related Pool(s) since their
sale by the Seller reduced by any amounts described in clause (y) of Section
9(d) hereof which have previously been applied in respect of such Realized
Losses, (ii) the aggregate, cumulative amount of Reserve Release Amounts
distributed to the Seller on all prior Distribution Dates and (iii) any amount
described in the second sentence of Section 9(b) hereof which are paid to the
Seller.





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                 Reserve Deposit:  With respect to the Accumulation Pool or any
Securitized Loan Pool, on any Distribution Date, the lesser of (x) the related
Excess Interest for such Distribution Date or (y) any related Reserve Shortfall
for such Distribution Date.

                 Reserve Release Amount:  As of any Distribution Date and with
respect to any Securitized Loan Pool, the excess of (x) the related Reserve
Amount on such Distribution Date, after taking into account all credits to, and
deductions therefrom on such Distribution Date over (y) the related Reserve
Requirement for such Distribution Date.

                 Reserve Requirement:  With respect to any Securitized Loan
Pool and Distribution Date, the required amount of Reserves for such
Distribution Date.  In no event shall the level of the Reserve Requirement
exceed the level that would be required by the related Credit Enhancer, if the
Seller were to do a stand-alone transaction.

                 Reserve Shortfall:  With respect to any Securitized Loan Pool,
on any Distribution Date, any excess of (x) the related Reserve Requirement for
such Distribution Date over (y) the related Reserve Amount immediately prior to
such Distribution Date.

                 Reserves:  The amount of any first-loss protection maintained
with respect to any Pool or group of Pools.

                 Residual Cashflow:  With respect to any Securitized Loan Pool
as of any Distribution Date, the Residual Cashflow for any Distribution Date
shall equal the Remaining Excess Interest, if any, for such Securitized Loan
Pool and such Distribution Date plus the aggregate Reserve Release Amount, if
any, for such Distribution Date plus any prepayment fees collected for such
Distribution Date.

                 Second Mortgage Loan:  A Mortgage Loan which constitutes a
second priority mortgage lien with respect to the related Mortgaged Property.

                 Securitization:  A periodic securitization of mortgage loans
by the Buyer.

                 Securitization Statement:  Each statement delivered to the
Seller by the Buyer at the time of establishment of an Advanta Trust containing
Mortgage Loans sold by the Seller hereunder, which statement shall set forth
the final Reserve Requirement for the related Securitized Loan Pool, the
Pass-Through Rate(s) applicable to such Securitized Loan Pool and related
information.

                 Securitized Loan Pool:  Any group of Mortgage Loans sold by
the Seller hereunder and held by a particular Advanta Trust, whether acquired
initially by such Advanta Trust or subsequently acquired through "pre-funded"
purchases.  A Securitized Loan Pool may represent any number of Pools.

                 Seller:  PacificAmerica Money Center, Inc., a Delaware
corporation.

                 Seller Information:  As defined in Section 5(d) hereof.

                 Seller's Applicable Guidelines:  The loan policies and
guidelines adopted by the Seller in its discretion for its loan origination
activities.

                 Seller's Transaction Expenses:  With respect to any
Securitized Loan Pool, the Seller's pro rata share (based upon the relative
aggregate principal balances of the Mortgage Loans sold by the Seller to the
total aggregate principal balance for all mortgage





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loans in such Securitized Loan Pool) of the Issuance Costs, which shall be a
maximum of _____ times the aggregate Principal Balance of the related Mortgage
Loans.

                 Senior Lien:  With respect to any Second Mortgage Loan, the
mortgage loan relating to the corresponding Mortgaged Property having a first
priority lien.

                 Servicing Advance:  Any out-of-pocket costs or expenses
incurred by the Master Servicer in connection with the performance of its
servicing obligations, including, but not limited to, preservation expenses,
payments for taxes and insurance, and payments made to Senior Lien holders,
enforcement and judicial proceedings, including foreclosures, the management
and liquidation of "REO" Properties, etc.

                 Servicing Fees:  As of any Distribution Date, ______ basis
points times the Applicable Pool Balance of the Accumulation Pool or the
Securitized Loan Pool.  Servicer will be entitled to retain additional
servicing compensation for incidental fees or charges provided for in the
applicable Note and/or Mortgage that are customarily collected from the
Mortgagor or charged by the Servicer in the ordinary course of performing its
obligations herein, including, but not limited to, late payment charges,
assumption processing charges and assumption fees, modification charges or
fees, demand fees, insufficient funds fees, reconveyance charges, tax service
fees, fees for statement of account or payoff of Mortgage Loans.

                 Total Loan-to-Value Ratio:  With respect to any Mortgage Loan,
the percentage equal to the sum of (i) the Original Principal Amount of the
related Note and (ii) the remaining principal balance(s), as of origination of
such Mortgage Loan, of all other note(s) secured by liens, whether senior or
subordinate, on the related Mortgaged Property, divided by the Appraised Value
of the related Mortgaged Property.

                 Trustee:  The trustee designated by the Buyer.

                 Unamortized Initial Premium Amount:  With respect to any
Securitized Loan Pool and any Distribution Date, the original related Initial
Premium Payment minus (i) the aggregate, cumulative amount of the related
Residual Cashflow applied in respect of the amortization thereof on previous
Distribution Dates pursuant to Section 9(d) hereof and minus (ii) the
aggregate, cumulative amounts applied in respect of the amounts described in
clause (z) of Section 9(d) hereof on previous Distribution Dates.

                 Underwriter:  Collectively, any underwriters or placement
agents engaged or consulted by the Buyer in connection with the sale of
mortgage-backed securities by an Advanta Trust.

                 Whole Loan Agreement:  The Master Loan Purchase Agreement
dated as of  July 31, 1995 among the parties hereto.

                 Whole Loan Purchases:  A pool of Mortgage Loans purchased
pursuant to the Whole Loan Agreement.

                 Section 2.  Interest Calculations.  All calculations of
interest hereunder, including, without limitation, calculations of interest at
the Mortgage Loan Rate, which are made in respect of the Principal Balance of a
Mortgage Loan shall be made on a daily basis using a 360-day year, except to
the extent that any different convention (e.g., "actual/360", "actual/365") is
used with respect to any securities issued by an Advanta Trust.





                                       11
<PAGE>   12
                 Section 3.  Purchases and Sales.  (a) Purchases and Sales
hereunder shall generally be governed by the terms of the Master Commitment.

                 (b)      Purchases of Qualifying Loans under this Agreement
shall occur in minimal Pool sizes of $________ aggregate Principal Balance.
Offers of Pools, document review, servicing transfer and settlement shall
initially be performed by following the same procedures set forth in the Whole
Loan Agreement, as such procedures may be revised from time to time upon mutual
agreement of the Buyer and the Seller.

                 (c)      To consummate a proposed purchase the Seller and the
Buyer on behalf of the Conduit Acquisition Trust shall, on or prior to the
related Closing Date, execute and deliver a Conveyance Agreement with respect
to the related Pool in substantially the form of Exhibit A hereto.  On the
related Closing Date the Buyer shall cause the Pool Purchase Price for the
related Pool to be wired to the Seller in immediately available funds.

                 (d)      In connection with each purchase of a Pool the
Conduit Acquisition Trust shall, pursuant to the related Conveyance Agreement,
purchase all of the Seller's right, title and interest to each Mortgage Loan,
including all interest accruing thereon and principal received on or with
respect to such Mortgage Loan on or after the related Cut-Off Date.

                 (e)      The Seller agrees to cause its records relating to
the Mortgage Loans to indicate that the Mortgage Loans have been sold to the
Conduit Acquisition Trust.  The Seller will treat each sale of a Pool as a sale
for generally accepted accounting purposes, will reflect such sale on its
accounting records, and shall furnish to the Buyer, in connection with the
execution of each Conveyance Agreement an officer's certificate certifying to
the Seller's treatment of the transactions contemplated hereby as sales, and
such other matters as the Buyer may reasonably request.  The Seller may, at its
option, elect an appropriate treatment of the transactions contemplated hereby
for tax purposes.

                 (f)      Prior to the purchase of the first Pool purchased
hereunder the Seller shall cause to be provided to the Buyer and the Trustee an
opinion of counsel in a form approved by the Buyer relating to the execution
and delivery of this Agreement by the Seller and attached hereto as Exhibit G.
In connection with each subsequent execution of a Conveyance Agreement, the
Seller shall provide to the Buyer and the Trustee an officer's certificate in a
form approved by the Buyer as to certain legal and factual matters with respect
to such sale.

                 (g)      The Seller shall cause at least ____ (by number of
loans) of each Pool to be reviewed in accordance with quality control
procedures which are standard in the residential mortgage loan industry.  Such
review may be undertaken by employees of the Seller or of the Buyer or its
affiliates, as determined by the Seller.  Copies of all quality control review
reports shall be furnished to the Buyer on request.

                 Section 4.  Fees and Expenses.

                 (a)      On each Distribution Date the Buyer shall receive a
monthly fee ("Monthly Fee"), with respect to each Accumulation Pool and each
Securitized Loan Pool, from cashflows on the related Pool, equal to ______
basis points times the Applicable Pool Principal Balance as of the first day of
the prior calendar month.





                                       12
<PAGE>   13
                 Any amounts due to the Buyer or to the Master Servicer
hereunder or under the Whole Loan Agreement, including, but not limited, to the
fees described above, and the Pair-Off Fee, and any hedging costs, and not paid
when due, shall remain payable by the Seller.  Such amounts may be funded from
any Residual Cashflow otherwise due to the Seller, or offset against any
amounts otherwise payable to the Seller by the Buyer or the Master Servicer.

                 (b)      The Seller shall pay all the fees and expenses of
Dewey Ballantine up to a maximum of $______ incurred in connection with the
preparation of this Agreement, at the time of execution and delivery of this
Agreement.

                 (c)      All expenses of recording assignments of mortgage
shall be paid by the Seller.


                 Section 5.  Establishment of Advanta Trusts.


                 (a) Except as provided below in this Section 5(a), in
connection with the creation of an Advanta Trust the Buyer shall cause the
Conduit Acquisition Trust to convey to such Advanta Trust at least ____ of all
Qualifying Loans then held in the Accumulation Pool as of the cut-off date for
such Advanta Trust.  It is the Buyer's current intention to sponsor Advanta
Trusts on a quarterly basis.  In the event that any Qualifying Loans are not
conveyed to an Advanta Trust within ____ days of the date they are purchased by
the Buyer hereunder, Buyer shall consider any offers to purchase such
Qualifying Loans presented to it by any unrelated third party; provided, that
nothing in this Section 5(a) shall be construed to require the Buyer to solicit
offers to purchase such loans.  Buyer shall be required to provide written
notice within ____ Business Days after the receipt of any offer to purchase the
Qualifying Loans, and Seller shall have a right of first refusal, exercisable
for a period of ____ Business Days from the date of Seller's receipt of
Purchaser's written notice of a third party offer, to repurchase the Qualifying
Loans so offered, at a price equal to the Repurchase Price.  In connection with
any conveyance of loans to an Advanta Trust, the Buyer, the related
Underwriter(s) and the related Credit Enhancer, shall establish the related
Pass-Through Rate(s) and Reserve Requirement applicable to such Mortgage Loans.

                 The Seller shall pay the applicable Bond Pricing Discount and
the applicable Other Expenses at the time of the establishment of the related
Advanta Trust (which amounts may be offset against any amounts due to the
Seller).

                 In connection with the conveyance of any Mortgage Loans to an
Advanta Trust the Buyer shall furnish the Seller with the related
Securitization Statement.

                 If the inclusion in an Advanta Trust of Mortgage Loans sold
hereby would adversely impact the overall Reserve Requirements or pricing
relating to such Advanta Trust, the Buyer, after consulting with the Seller,
may segregate such Mortgage Loans as a separate pool and/or "REMIC" in such
Advanta Trust, and (but shall not be required to) issue specified classes of
securities with respect to such Mortgage Loans.  The parties acknowledge their
expectation that no such separate treatment should be necessary with respect to
Mortgage Loans which are Qualifying Loans.  In case such separate treatment is
required, the Seller shall have the right to repurchase such loans, sell such
loans pursuant to the Whole Loan Agreement or leave the loans in the Advanta
Trust.  Each such separate pool and/or "REMIC" will have its own Pass-Through
Rate and its own Reserve





                                       13
<PAGE>   14
Requirement.  Any additional costs relating to such a structure shall
constitute "Seller's Transaction Expenses" payable by the Seller.

                 The Seller shall have the right, prior to the "cut-off-date"
for the related Advanta Trust, to substitute for any Mortgage Loan described in
the preceding paragraph a replacement Mortgage Loan of similar or better
characteristics and unpaid Principal Balance of equal or lesser amount
acceptable to the Buyer and which is eligible for inclusion in such Advanta
Trust.

                 If for any reason, any Qualifying Loans offered for purchase
under the Agreement cannot be included in an Advanta Trust, in addition to
Seller's other rights set forth herein, Seller shall have the right to sell
such Qualifying Loans to Buyer pursuant to the Whole Loan Agreement.

                 (b)      If, in connection with the establishment of an
Advanta Trust, any Mortgage Loan in a Securitized Loan Pool is ____ or more
days contractually delinquent and such Mortgage Loan is determined by the Buyer
to be ineligible for inclusion in such Advanta Trust, the Buyer shall promptly
inform the Seller, and the Seller shall have the option to repurchase such
Mortgage Loan in accordance with the provisions of this Section 5 prior to the
closing date of such Advanta Trust, to substitute for such Mortgage Loan a
replacement Mortgage Loan of similar or better characteristics and with an
unpaid Principal Balance of equal or lesser amount reasonably acceptable to the
Buyer and which is eligible for inclusion in such Advanta Trust, or to have
such ineligible Mortgage Loan remain in the Accumulation Pool.  The Seller
shall have the further right, but not the obligation to repurchase any Mortgage
Loan in an Accumulation Pool which is ____ or more days contractually
delinquent.

                 In connection with any such repurchase the Seller shall
deliver the Repurchase Price to the Buyer.  In connection with any such
substitution the Seller shall deliver the substitute Mortgage Loan and the
items which constitute the related Mortgage File to the Trustee, and shall
deliver to the Buyer the excess of (x) the outstanding Principal Balance of the
replaced Mortgage Loan over (y) the outstanding Principal Balance of the
substitute Mortgage.  In connection with any such repurchase or substitution
the Buyer shall cause the Conduit Acquisition Trust to reconvey the repurchased
or replaced Mortgage Loan to the Seller in the manner described in Section 6(b)
hereof.

                 (c)      Upon the reasonable request of the Buyer, the Seller
shall supply to the Buyer access to, and information regarding, the Seller, the
Mortgage Loans, the Seller's underwriting practices, financial condition and
related matters.  The Seller hereby represents and warrants to the Buyer that
any such information so furnished by the Seller ("Seller Information") shall be
true, correct and complete in all material respects.  If requested by the Buyer
or Underwriter's counsel, the Seller shall cause a nationally recognized
accounting firm to provide the Buyer with a letter in a form acceptable to
Buyer with respect to any Seller Information.  The Seller agrees to comply with
any reasonable regulatory and quality control requirements requested by the
Buyer based upon the Buyer's review of Seller Information and other review of
the Seller's origination activities.

                 The Seller shall indemnify and hold the Buyer harmless from
any losses suffered by the Seller and its affiliates as a result of (i) any
misstatement in, or omission from, any Seller Information or (ii) any breach by
Seller of any representation or warranty set forth in Section 7(a) hereof but
only as it relates to Seller's performance and obligations under this
Agreement.





                                       14
<PAGE>   15
                 The Buyer shall indemnify and hold Seller and its affiliates
harmless from any losses suffered by the Seller as a result of (i) any
misstatement in, or omission from any Buyer Information or (ii) any breach by
the Buyer of any representation or warranty set forth in Section 7(b) hereof
but only as it relates to the Buyer's performance and obligations under this
Agreement.  "Buyer Information" means any information in any Offering Document
other than Seller Information.

                 (d)      The Seller agrees to cooperate reasonably and in good
faith with the Buyer, its attorneys and accountants, Credit Enhancers,
Underwriters and Rating Agencies in connection with the establishment of each
Advanta Trust.  The Buyer agrees to cooperate reasonably with the Seller, its
attorneys and accountants in connection with the transfer of Qualifying Loans
to an Advanta Trust.

                 (e)      The Buyer acknowledges to the Seller that it is the
Buyer's present intent to sponsor Advanta Trusts quarterly; the Buyer shall
advise the Seller of any change in such intent as soon as possible.  If the
Buyer fails to sponsor quarterly securitizations, the Seller may terminate this
Agreement upon ____ days' written notice to the Buyer.

                 (f)      The Seller acknowledges that, to the extent it, at or
prior to the time of the formation of a Securitized Loan Pool, elects not to
repurchase any Mortgage Loan pursuant to its repurchase options set forth in
this Section 5, the Reserve requirements and/or the Initial Reserve Amount
applicable to the related Securitized Loan Pool is likely to increase
substantially.

                 Section 6.  Defective Mortgage Files; Repurchase of Mortgage
Loans.  (a)  If the Seller is informed by the Trustee, the Master Servicer or
the Buyer that any material document constituting a part of a Mortgage File has
not been executed or received or is unrelated to the Mortgage Loans identified
in the related Mortgage Loan Schedule, the Seller shall have a period of ____
days after such notice within which to correct or cure any such Defect.

                 (b)      If the Trustee, Credit Enhancer, the Master Servicer
or the Buyer has notified the Seller of a Defect in a Mortgage File and the
Defect remains uncured to the satisfaction of the Buyer, the Seller shall, not
later than ____ days after receipt of notice of such Defect, and provided that
such Defect has not been cured to the Buyer's reasonable satisfaction,
repurchase the related Mortgage Loan (including any property acquired in
respect thereof and any insurance policy or insurance proceeds with respect
thereto) at a price equal to the Repurchase Price, which shall be accomplished
by delivery of such amount by the Seller to the Buyer.

                 Upon receipt by the Buyer of the Repurchase Price for a
Defective Mortgage Loan, the Buyer shall cause the Conduit Acquisition Trust to
execute and deliver such instrument of transfer or assignment presented to it
by the Seller, in each case without recourse, as shall be necessary to vest in
the Seller legal and beneficial ownership of such repurchased Defective
Mortgage Loan (including any property acquired in respect thereof or insurance
policy or insurance proceeds with respect thereto).

                 (c)  In the event that the Seller fails, within the time
periods specified in this Agreement, to cure any material Defect in a Mortgage
File, the Buyer, in addition to any rights it may have under paragraph (b)
above, shall have the right thereafter to receive any Residual Cashflow
otherwise payable to the Seller, but not more than the actual loss suffered by
the Buyer.  The Buyer shall make a good faith effort to collect any amounts due
by the Obligor in order to mitigate any actual loss that may be suffered by the
Buyer;





                                       15
<PAGE>   16
provided, that if the Buyer adheres to its servicing guidelines, this shall be
considered conclusive evidence of good faith.

                 (d)  The remedies described in paragraphs (b) and (c) above,
together with all other remedies the Buyer may have at law or in equity, shall
survive any resignation or termination of Advanta Mortgage Corp. USA as Master
Servicer.

                 Section 7.  Representations and Warranties Regarding the
Seller, the Buyer and the Master Servicer.  (a)  The Seller hereby represents
and warrants to the Buyer, the Master Servicer and their respective successors
and assigns that, as of the date hereof:

                 (i)      The Seller is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and has all licenses and qualifications necessary to carry on its
         business as now being conducted and to perform its obligations
         hereunder; the Seller has the power and authority to execute and
         deliver this Agreement and to perform its obligations in accordance
         herewith; the execution, delivery and performance of this Agreement
         (including any Conveyance Agreement and any other instruments of
         transfer to be delivered pursuant to this Agreement) by the Seller and
         the consummation of the transactions contemplated hereby have been
         duly and validly authorized by all necessary corporate action and do
         not violate the organization documents of the Seller, contravene or
         violate any law or regulation applicable to the Seller or contravene,
         violate or result in any breach of any provision of, or constitute a
         default under, or result in the imposition of any lien on any assets
         of the Seller pursuant to the provisions of, any mortgage, indenture,
         contract, agreement or other undertaking to which the Seller is a
         party or which purports to be binding upon the Seller or any of the
         Seller's assets; this Agreement and the Related Conduit Agreements
         evidence the valid and binding obligation of the Seller enforceable
         against the Seller in accordance with their terms, subject to the
         effect of bankruptcy, insolvency, reorganization, moratorium and other
         similar laws relating to or affecting creditor's rights generally or
         the application of equitable principles in any proceeding, whether at
         law or in equity;  the Seller is in good standing as a foreign
         corporation in each jurisdiction in which the nature of its business,
         or the properties owned or leased by it make such qualification
         necessary;

                 (ii)     All actions, approvals, consents, waivers,
         exemptions, variances, franchises, orders, permits, authorizations,
         rights and licenses required to be taken, given or obtained, as the
         case may be, by or from any federal, state or other governmental
         authority or agency, that are necessary in connection with the
         execution and delivery by the Seller of this Agreement or the Related
         Conduit Agreements, have been duly taken, given or obtained, as the
         case may be, are in full force and effect, are not subject to any
         pending proceedings or appeals (administrative, judicial or otherwise)
         and either the time within which any appeal therefrom may be taken or
         review thereof may be obtained has expired or no review thereof may be
         obtained or appeal therefrom taken, and are adequate to authorize the
         consummation of the transactions contemplated by this Agreement on the
         part of the Seller and the performance by the Seller of its obligations
         under this Agreement or the Related Conduit Agreements;

                 (iii)    There is no action, suit, proceeding or investigation
         pending or, to the best of the Seller's knowledge, threatened against
         the Seller which, either in any one instance or in the aggregate, may
         result in any material adverse change in the business, operations,
         financial condition of the Seller or in any material





                                       16
<PAGE>   17
         impairment of the right or ability of the Seller to carry on its
         business substantially as now conducted, or in any material liability
         on the part of the Seller or which would draw into question the
         validity of this Agreement or the Related Conduit Agreements or the
         Mortgage Loans or of any action taken or to be taken in connection
         with the obligations of the Seller contemplated herein, or which would
         be likely to impair the ability of the Seller to perform under the
         terms of this Agreement or the Related Conduit Agreements;

                 (iv)     The Seller is not in default with respect to any
         mortgage, indenture, contract, agreement or other undertaking to which
         the Seller is a party or which purports to be binding upon the Seller
         or any of the Seller's assets, or with respect to any order or decree
         of any court or any order, regulation or demand of any federal, state,
         municipal or governmental agency, which default would be likely to
         impair the ability of the Seller to perform under the terms of this
         Agreement or the Related Conduit Agreements;

                 (v)      The transfer, assignment and conveyance of the
         Mortgage Loans by the Seller pursuant to this Agreement are not
         subject to the bulk transfer laws or any similar statutory provisions
         in effect in any applicable jurisdiction;

                 (vi)     All information supplied by the Seller to the Buyer,
         the Master Servicer or the Trustee is true and correct in all material
         respects, and does not omit to state a material fact necessary to make
         the statements set forth in such information not misleading;

                 (vii)    The Seller has tangible net worth (defined as total
         shareholders equity less goodwill) as determined in accordance with
         generally accepted accounting principles of at least $____ million;

                 (viii)   The Seller will receive fair consideration and
         reasonably equivalent value in exchange for the sale of the related
         Mortgage Loans;

                 (ix)     The Seller is solvent, and the Seller will not be
         rendered insolvent as a result of the sale of any Pool of Mortgage
         Loans to the Buyer; the Seller will not sell any interest in any
         Mortgage Loan with any intent to hinder, delay or defraud any of its
         respective creditors; and

                 (x)      The origination practices used and to be used by the
         Seller with respect to the Mortgage Loans have been, and will be, in
         all material respects, legal, proper and customary in the mortgage
         loan lending and servicing business and consistent with the Related
         Conduit Agreements and the Seller's Applicable Guidelines as amended
         by the Pool Parameters attached hereto as Exhibit D.

The representations and warranties set forth in this paragraph (a) shall
survive the sale and assignment of the Mortgage Loans by the Seller hereunder.
Upon discovery of a material breach of any of the foregoing representations and
warranties, the Buyer or the Master Servicer shall give prompt written notice
to the Seller.  Within ____ days of the earlier of its discovery or its receipt
of notice of breach, the Seller shall cure such breach to the satisfaction of
the Buyer.

                 (b)      The Buyer hereby represents and warrants to the
Seller and the Master Servicer that, as of the date hereof:





                                       17
<PAGE>   18
                 (i)      The Buyer is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware;
         the Buyer has the power and authority to execute and deliver this
         Agreement and to perform its obligations in accordance herewith; the
         execution, delivery and performance of this Agreement (including any
         Conveyance Agreement executed by the Buyer on behalf of the Conduit
         Acquisition Trust and any other instruments of transfer to be
         delivered pursuant to this Agreement) by the Buyer and the
         consummation of the transactions contemplated hereby have been duly
         and validly authorized by all necessary corporate action and do not
         violate the organization documents of the Buyer, contravene or violate
         any law or regulation applicable to the Buyer or contravene, violate
         or result in any breach of any provision of, or constitute a default
         under, or result in the imposition of any lien on any assets of the
         Buyer pursuant to the provisions of, any mortgage, indenture,
         contract, agreement or other undertaking to which the Buyer is a party
         or which purports to be binding upon Buyer or any of Buyer's assets;
         this Agreement evidences the valid and binding obligation of the Buyer
         enforceable against the Buyer in accordance with its terms, subject to
         the effect of bankruptcy, insolvency, reorganization, moratorium and
         other similar laws relating to or affecting creditor's rights
         generally or the application of equitable principles in any
         proceeding, whether at law or in equity;

                 (ii)     All actions, approvals, consents, waivers,
         exemptions, variances, franchises, orders, permits, authorizations,
         rights and licenses required to be taken, given or obtained, as the
         case may be, by or from any federal, state or other governmental
         authority or agency, that are necessary in connection with the
         execution and delivery by the Buyer of this Agreement or the Related
         Conduit Agreement, have been duly taken, given or obtained, as the
         case may be, are in full force and effect, are not subject to any
         pending proceedings or appeals (administrative, judicial or otherwise)
         and either the time within which any appeal therefrom may be taken or
         review thereof may be obtained has expired or no review thereof may be
         obtained or appeal therefrom taken, and are adequate to authorize the
         consummation of the transactions contemplated by this Agreement on the
         part of the Buyer and the performance by the Buyer of its obligations
         under this Agreement;

                 (iii)    There is no action, suit, proceeding or investigation
         pending or, to the best of the Buyer's knowledge, threatened against
         the Buyer 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 Buyer or in any
         material impairment of the right or ability of the Buyer to carry on
         its business substantially as now conducted, or in any material
         liability on the part of the Buyer or which would draw into question
         the validity of this Agreement or of any action taken or to be taken
         in connection with the obligations of the Buyer contemplated herein,
         or which would be likely to impair the ability of the Buyer to perform
         under the terms of this Agreement; and

                 (iv)     The Buyer is not in default with respect to any
         mortgage, indenture, contract, agreement or other undertaking to which
         the Buyer is a party or which  purports to be binding upon Buyer or
         any of Buyer's assets, or with respect to any order or decree of any
         court or any order, regulation or demand of any federal, state,
         municipal or governmental agency, which default might have
         consequences that would materially and adversely affect the condition
         (financial or other) or operations of the Buyer or its properties or
         might have consequences that would adversely affect its performance
         hereunder.





                                       18
<PAGE>   19
The representations and warranties set forth in this paragraph (b) shall
survive the sale and assignment of the Mortgage Loans by the Seller hereunder.
Upon discovery of a breach of any of the foregoing representations and
warranties which materially and adversely affects the interests of the Seller,
the Seller shall give prompt written notice to the Buyer.  Within ____ days of
its discovery  or its receipt of notice of breach, the Buyer shall cure such
breach in all material respects.

                 (c)      The Master Servicer hereby represents and warrants to
the Buyer and the Seller that, as of the date hereof:

                 (i)      The Master Servicer is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware and has all licenses and qualifications necessary to carry on
         its business as now being conducted and to perform its obligations
         hereunder; the Master Servicer has the power and authority to execute
         and deliver this Agreement and to perform its obligations in
         accordance herewith; the execution, delivery and performance of this
         Agreement and the consummation of the transactions contemplated hereby
         have been duly and validly authorized by all necessary corporate
         action and do not violate the organization documents of the Master
         Servicer, contravene or violate any law or regulation applicable to
         the Master Servicer or contravene, violate or result in any breach of
         any provision of, or constitute a default under, or result in the
         imposition of any lien on any assets of the Master Servicer pursuant
         to the provisions of, any mortgage, indenture, contract, agreement or
         other undertaking to which the Master Servicer is a party or which
         purports to be binding upon Master Servicer or any of Master
         Servicer's assets; this Agreement evidences the valid and binding
         obligation of the Master Servicer enforceable against the Master
         Servicer in accordance with its terms, subject to the effect of
         bankruptcy, insolvency, reorganization, moratorium and other similar
         laws relating to or affecting creditor's rights generally or the
         application of equitable principles in any proceeding, whether at law
         or in equity;

                 (ii)     All actions, approvals, consents, waivers,
         exemptions, variances, franchises, orders, permits, authorizations,
         rights and licenses required to be taken, given or obtained, as the
         case may be, by or from any federal, state or other governmental
         authority or agency, that are necessary in connection with the
         execution and delivery by the Master Servicer of this Agreement, have
         been duly taken, given or obtained, as the case may be, are in full
         force and effect, are not subject to any pending proceedings or
         appeals (administrative, judicial or otherwise) and either the time
         within which any appeal therefrom may be taken or review thereof may
         be obtained has expired or no review thereof may be obtained or appeal
         therefrom taken, and are adequate to authorize the consummation of the
         transactions contemplated by this Agreement on the part of the Master
         Servicer and the performance by the Master Servicer of its obligations
         under this Agreement;

                 (iii)    There is no action, suit, proceeding or investigation
         pending or, to the best of the Master Servicer's knowledge, threatened
         against the Master 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
         Master Servicer or in any material impairment of the right or ability
         of the Master Servicer to carry on its business substantially as now
         conducted, or in any material liability on the part of the Master
         Servicer or which would draw into question the validity of this
         Agreement or of any action taken or to be taken in connection with the
         obligations of the Master Servicer contemplated herein, or which would
         be likely to





                                       19
<PAGE>   20
         impair the ability of the Master Servicer to perform under the terms
         of this Agreement; and

                 (iv)     The Master Servicer is not in default with respect to
         any mortgage, indenture, contract, agreement or other undertaking to
         which the Master Servicer is a party or which  purports to be binding
         upon Master Servicer or any of Master Servicer's assets, or with
         respect to any order or decree of any court or any order, regulation
         or demand of any federal, state, municipal or governmental agency,
         which default might have consequences that would materially and
         adversely affect the condition (financial or other) or operations of
         the Master Servicer or its properties or might have consequences that
         would adversely affect its performance hereunder.

The representations and warranties set forth in this paragraph (c) shall
survive the sale and assignment of the Mortgage Loans by the Seller hereunder.
Upon discovery of a breach of any of the foregoing representations and
warranties which materially and adversely affects the interests of the Seller,
the Seller shall give prompt written notice to the Master Servicer.  Within
____ days of its discovery  or its receipt of notice of breach, the Master
Servicer shall cure such breach in all material respects.

                 Section 8.  Representations and Warranties of the Seller
Regarding the Mortgage Loans.  (a)  Set forth in Exhibit E hereto is a listing
of representations and warranties which will be deemed to have been made by the
Seller to the Buyer, the Master Servicer and the Trustee in connection with
each purchase of a Pool with respect to the Mortgage Loans in such Pool.  In
addition, the Buyer may, pursuant to a Conveyance Agreement with respect to the
Mortgage Loans in the related Pool, delete or modify any of such
representations and warranties, or may add additional representations and
warranties ("Additional Representations and Warranties") if (i) Seller's
Applicable Guidelines were to materially change or (ii) if any other party to
an Advanta securitization were to require the addition or deletion of
Additional Representations and Warranties; provided, that if the Seller
determines that a significant number of its mortgage loans would not satisfy
such Additional Representations and Warranties, the Seller shall have the
right, but not the obligation, to terminate its obligation to offer any
additional loans hereunder without further obligation to the Buyer except that
all of the Seller's duties and obligations hereunder with respect to Mortgage
Loans that were previously sold hereunder shall remain in full force and
nothing in this provision shall be construed as terminating any of the Buyer's
rights with respect to all previously sold Mortgage Loans.  The representations
and warranties listed in Exhibit E hereto, together with any Additional
Representations and Warranties, are the "Representations and Warranties".

It is understood and agreed that the Representations and Warranties shall
survive the sale and assignment of the Mortgage Loans to the Conduit
Acquisition Trust and by the Conduit Acquisition Trust to an Advanta Trust.
Upon discovery by the Seller, the Master Servicer or the Buyer of a breach of
any of the Representations and Warranties (without regard to any limitation set
forth in such Representation or Warranty concerning the knowledge of the Seller
as to the facts stated therein so long as the Seller is required to repurchase
the related Mortgage Loan or Mortgage Loans pursuant to the related Advanta
Pooling Agreement without regard to any similar limitation), which breach, in
the reasonable opinion of the Buyer, materially and adversely affects the
value, collectibility or marketability of the related Mortgage Loan or Mortgage
Loans, the party discovering such breach shall give prompt written notice to
the other party and the Seller shall be required to take the remedial actions
required by Section 8(b) hereof within the time periods required pursuant
thereto.

                 (b)      Within ____ days of the earlier of its discovery or
its receipt of notice of breach, the Seller shall use all reasonable efforts to
cure such breach to the reasonable





                                       20
<PAGE>   21
satisfaction of the Buyer.  Unless, prior to the expiration of such ____ day
period, such breach has been cured or otherwise does not exist or continue to
exist, the Seller shall repurchase such Mortgage Loan (including any property
acquired in respect thereof and any insurance policy or insurance proceeds with
respect thereto) in the same manner and subject to the same conditions as set
forth in Section 6 hereof.  Upon making any such repurchase, the Seller shall
be entitled to receive an instrument of assignment or transfer from the
Trustee, without recourse to the Buyer or the Trustee, to the same extent as
set forth in Section 6 hereof with respect to the repurchase of Defective
Mortgage Loans under that Section.

                 (c)      In the event that the Seller fails, within the time
periods specified in this Agreement, to cure any material breach of a
Representation and Warranty, the Buyer shall have the right thereafter to
receive any Residual Cashflow otherwise payable to the Seller, but not in
excess of any actual loss suffered by the Buyer.  The Buyer shall make a good
faith effort to collect any amounts due by the Obligor in order to mitigate any
actual loss that may be suffered by the Buyer; provided, that, if the Buyer
adheres to its servicing guidelines, this shall be considered conclusive
evidence of good faith.

                 (d)      The remedies described in paragraphs (c) and (d)
above, together with all other remedies the Buyer may have at law or in equity,
shall survive any resignation or termination of Advanta Mortgage Corp. USA as
Master Servicer.

                 (e)      Additional Representatives and Warranties to be added
to this Agreement shall only be added upon the mutual agreement of the Buyer
and the Seller or if required by a credit enhancer, any rating agencies, or any
underwriter.

                 Section 9.  Application of Residual Cashflow.  (a)  On each
Distribution Date, all available Excess Interest with respect to the
Accumulation Pool shall be applied as a Reserve Deposit or to the amount
payable by the Seller described in the last paragraph in Section 4(a) hereof.

                 (b)      At the time any Pools are transferred from the
Accumulation Pool to an Advanta Trust (thereby becoming all or part of a
Securitized Loan Pool) the Reserve Amount then relating to such Pool shall be
credited against the initial Reserve Amount for the related Securitized Loan
Pool. If the initial Reserve Amount exceeds the initial Reserve Requirement
applicable to such Securitized Loan Pool (i.e., the amount of any "initial
deposit" at securitization) the amount of such excess shall be paid by the
Buyer to the Seller.  Conversely, if the initial Reserve Requirement for such
Securitized Loan Pool exceeds the actual Reserve Amount for the related Pools
the amount of such shortfall shall be paid by the Seller to the Buyer as an
Additional Initial Reserve Amount for such Securitized Loan Pool.

                 (c)      On the closing date of the related Advanta
Securitization, the Buyer shall pay to the Seller the Initial Premium Payment.

                 (d)      On each Distribution Date the Residual Cashflow with
respect to any individual Securitized Loan Pool shall first be applied, to the
extent of the related Initial Premium Amortization Current Amount, as a
reduction in the related Unamortized Initial Premium Amount.  On each
Distribution Date, the Master Servicer will, on behalf of the Buyer, distribute
to the Seller the Deferred Premium Payment if any, then due.

                          Notwithstanding the foregoing, the Master Servicer
shall be entitled to withhold from any distribution of a Deferred Premium
Payment with respect to any individual Securitized Loan Pool, and pay over to
the Buyer, the following amounts:





                                       21
<PAGE>   22
                          (x)     any amounts described in the second paragraph
                                  of Section 4(a) hereof, together with any
                                  Compensating Interest paid out by the
                                  Servicer;
                          (y)     the amount, if any, by which (i) the
                                  aggregate cumulative amount of Realized
                                  Losses with respect to any other Securitized
                                  Loan Pool exceeds (ii) the aggregate,
                                  cumulative amount of Reserve Deposits with
                                  respect to such other Securitized Loan Pool;
                                  and
                          (z)     the amount of any Unamortized Initial Premium
                                  Amount with respect to any other Securitized
                                  Loan Pool which remains outstanding after
                                  ____ months.

                 (e)      The Buyer's obligation to pay the Deferred Premium
Payments to the Seller will be a secured corporate obligation of the Buyer, as
set forth in the Tri-Party Security Agreement, and will not represent any
direct ownership interest in any Mortgage Loans.

                 (f)      The Master Servicer shall furnish the statements
described in Section 10 hereto to the Seller, by facsimile on each Distribution
Date; such statements shall, inter alia, contain information relating to the
Residual Cashflow for such Distribution Date.

                 The Buyer and the Master Servicer shall permit the inspection,
on reasonable notice, by the Seller or the Seller's designees of all of the
Buyer's and the Master Servicer's books and records relating to the Mortgage
Loans and the Residual Cashflows.  All calculations made by the Buyer or the
Master Servicer shall be conclusive in the absence of manifest error.


                 Section 10.  Distribution Date Statement.  (a)  The Master
Servicer shall, not later than each Distribution Date, furnish in writing to
the Seller and the Buyer a statement setting forth the following information
with respect to the Accumulation Pool and each Securitized Loan Pool:

                 (i)      the total amount of payments in respect of or
         allocable to interest on the Mortgage Loans received or deemed to have
         been received from the related Mortgagors by the Master Servicer
         during the prior calendar month (including any net income from REO
         Properties received during the prior calendar month);

                 (ii)     the aggregate of all Principal Payments and Principal
         Prepayments received or deemed to have been received from the related
         Mortgagors by the Master Servicer during the prior calendar month;

                 (iii)    the total amount of recoveries of delinquent
         principal and interest payments received during the prior calendar
         month;

                 (iv)     the total amount of prepayment penalties received
         during the prior calendar month;

                 (v)      the aggregate of any Net Insurance Proceeds received
         by the Master Servicer during the prior calendar month;

                 (vi)     the aggregate of any Net Liquidation Proceeds
         received by the Master Servicer during the prior calendar month;





                                       22
<PAGE>   23
                 (vii)    the total amount of Compensating Interest payments to
         be paid by the Master Servicer for such Distribution Date;

                 (viii)   the aggregate Repurchase Prices for any Mortgage
         Loans which the Seller is required to repurchase on or prior to such
         Distribution Date pursuant to Sections 5(b), 5(c), 6(b) or 8(c)
         hereof;

                 (ix)     the aggregate amount of Advances made by the Master
         Servicer during or with respect to the prior calendar month;

                 (x)      the related monthly Servicing Fee;

                 (xi)     the aggregate amount of Advances reimbursable to the
         Master Servicer for such Distribution Date and not previously
         reimbursed;

                 (xii)    the weighted average Mortgage Loan Rate as of the
         last day of the prior calendar month (separately for ARMs and Fixed
         Rate Loans);

                 (xiii)   the related Reserve Amount and Reserve Requirement
         and Residual Cashflow as of such Distribution Date;

                 (xiv)    the book value of any REO Properties as of the last
         day of the prior calendar month; and

                 (xv)     the Residual Cashflow, the Deferred Premium Payment,
         the Initial Premium Fee, the Initial Premium Amortization Current
         Amount, the Carry-Forward Amount, the Initial Premium Amortization
         Current Amounts and the Unamortized Initial Premium Amounts.

                 (b)      In addition, on each Payment Date the Master Servicer
will furnish by telecopy to the Buyer and the Seller, the following information
with respect to the Mortgage Loans in the Accumulation Pool and each
Securitized Loan Pool as of the last day of the related prior calendar month:

                 (i)      the total number of Mortgage Loans and the aggregate
         Principal Balances thereof, together with the number, aggregate
         principal balances of such Mortgage Loans and the percentage of the
         aggregate Principal Balances of such Mortgage Loans to the aggregate
         Principal Balance of all Mortgage Loans (a) 30-59 delinquent, (b)
         60-89 days delinquent and (c) 90 or more days delinquent;

                 (ii)     the number, aggregate Principal Balances of all
         Mortgage Loans and percentage of the aggregate Principal Balances of
         such Mortgage Loans to the aggregate Principal Balance of all Mortgage
         Loans in foreclosure proceedings (and whether any such Mortgage Loans
         are also included in any of the statistics described in the foregoing
         clause (i));

                 (iii)    the number, aggregate Principal Balances of all
         Mortgage Loans and percentage of the aggregate Principal Balances of
         such Mortgage Loans to the aggregate Principal Balance of all Mortgage
         Loans relating to Mortgagors in bankruptcy proceedings (and whether
         any such Mortgage Loans are also included in any of the statistics
         described in the foregoing clause (i)); and





                                       23
<PAGE>   24
                 (iv)     the number, aggregate Principal Balances of all
         Mortgage Loans and percentage of the aggregate Principal Balances of
         such Mortgage Loans to the aggregate Principal Balance of all Mortgage
         Loans relating to REO Properties (and whether any such Mortgage Loans
         are also included in any of the statistics described in the foregoing
         clause (i)).

                 (v)      any other information with respect to the Mortgage
         Loans in each Accumulation Pool and each Securitized Loan Pool as
         reasonably requested by the Seller.

                 Section 11.  Merger or Consolidation of the Seller.  Any
corporation or other entity (i) into which the Seller may be merged or
consolidated, (ii) which may result from any merger,  conversion or
consolidation to which the Seller shall be a party, or (iii) which may succeed
to all or substantially all of the business of the Seller, which corporation or
other entity shall, in any case where an assumption shall not be effected by
operation of law, execute an agreement of assumption to perform every
obligation of the Seller under this Agreement, shall be the successor to the
Seller hereunder without the execution or filing of any document or any further
act by any of the parties to this Agreement, except that if the Seller in any
of the foregoing cases is not the surviving entity, then the surviving entity
shall execute and deliver to the Buyer, the Master Servicer and to the Trustee
an agreement of assumption to perform every obligation of the Seller hereunder.

                 Section 12.  Servicing.

                 (a)      The Master Servicer agrees to service, all Mortgage
Loans sold by the Seller to the Buyer and all Mortgage Loans entered into the
Master Servicer's servicing system, by the Master Servicer but not yet
purchased by the Buyer, in each case in accordance with all applicable laws and
customary and usual standards of practice of prudent institutional residential
mortgage loan servicers of comparable Mortgage Loans, and with a view to the
maximization of timely recovery of principal and interest on the Mortgage
Loans, but without regard to: (i) any relationship that Master Servicer or any
of its affiliates may have with any Borrower or affiliates or manager thereof,
(ii) the Master Servicer's obligations to make advances or to incur servicing
expenses with respect to the Mortgage Loans, or (iii) the Master Servicer's
right to receive compensation for its services hereunder.  Such servicing
standards and requirements shall, subject to the requirements of paragraph (d)
below, include (i) the making of Advances, (ii) the advancing of Compensating
Interest to be reimbursed by the Residual Cashflows due to the Seller and (iii)
the disposition of REO Properties within ____ months of the taking of title.

                 (b)      Subject to the provisions of this Section 12, Master
Servicer shall have full power and authority to do and cause to be done any and
all things in connection with the servicing and administration of the Mortgage
Loans which the Master Servicer may deem necessary or desirable.  The Seller
will provide the Master Servicer, upon request, with any powers of attorney
necessary or appropriate to enable the Master Servicer to carry out its
servicing and administrative duties under this Agreement.

                 (c)      The Master Servicer shall and is hereby authorized
and empowered by the Seller to (i) execute and deliver, on behalf of the
Seller, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the mortgage Loans and with respect to the Mortgaged Properties, (ii)
consent to any modification of the terms of the Note if the effect of any such
modification will not materially or adversely affect the security afforded by
the related Mortgaged Property and such modification does not reduce the
accrued interest or the interest rate payable by a





                                       24
<PAGE>   25
Borrower without Seller's prior written consent, (iii) institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure on behalf of the Seller,
and (iv) take title in the name of the Seller to any Mortgaged Property upon
such foreclosure or delivery of deed in lieu of foreclosure.

                 (d)      Notwithstanding the other provisions hereof, if a
Mortgage Loan has been entered into the Master Servicer's servicing system by
the Master Servicer but not yet purchased by the Buyer:

                     (i) the servicing of the Mortgage Loans shall be on an
         "actual/actual" basis, with monthly interest calculations for periods
         of a full month based on a 30-day month and a 360 day year, unless a
         different method is required by the terms of the related Mortgage Loan
         or by the requirements of applicable law; interest calculations for
         periods of less than a full month will be calculated on the basis of
         the actual number of days elapsed and a 365 day year, unless a
         different method is required by the terms of the related Mortgage Loan
         or by the requirements of applicable law.

                   (ii)   From time to time as appropriate in the servicing of
         any Mortgage Loan, including without limitation, the payment in full
         of any Mortgage Loan, notification that payment in full will be
         escrowed, foreclosures or other comparable conversion of a mortgage or
         collection under any applicable insurance policy, the Seller, upon
         request of the Master Servicer, shall release or cause the release and
         delivery of the related Mortgage Loan Documents to the Master
         Servicer, if the Mortgage Loan Documents have not previously been
         delivered by the Seller to the Buyer.

                   (iii)  The Master Servicer shall promptly notify the Seller
         if a claim is made by a third party with respect to any Mortgage Loans
         which have been entered into the Master Servicer's servicing system
         but not previously purchased by the Buyer, and the Master Servicer at
         its option may assume the defense of any such claim.  The Seller
         shall, within ten (10) business days of receiving a statement of
         amounts advanced by the Master Servicer in connection with the defense
         of any such claim, reimburse the Master Servicer for all amounts
         advanced by it pursuant to this Section 12, except to the extent that
         such claim is the result of the Master Servicer's failure to service
         the Mortgage Loans in compliance with the terms of this Agreement.
         Seller shall have no obligation to reimburse the Master Servicer for
         claims made with respect to any Mortgage Loans previously purchased by
         Buyer.

                 (e)      With respect to all Mortgage Loans sold by the Seller
to the Buyer and all Mortgage Loans entered into the Master Servicer's
servicing system by the Master Servicer but not yet purchased by the Buyer, not
later than the twenty-fifth (25th) day of each calendar month, or the
succeeding business day if the twenty-fifth (25th) is not a business day, the
Master Servicer shall prepare and deliver the following reports with respect to
activity for the most recently ended prior calendar month:

                 (a)      a trial balance report including all Mortgage Loans;
                 (b)      a monthly remittance report;
                 (c)      a report setting forth any Mortgage Loans added or
                          deleted;
                 (d)      a report setting forth curtailment or prepayments;
                          and
                 (e)      reports setting forth delinquency detail (including
                          bankruptcy, foreclosure, and REO status.





                                       25
<PAGE>   26
                 The Master Servicer shall also deliver, from time to time,
such other information as the Seller shall reasonably request.


                 (f)      Master Servicer, shall, at its own expense, maintain
at all times, policies of fidelity, theft, forgery and errors and omissions
insurance.  Such policies shall be responsible amounts with acceptable standard
coverages in accordance with prudent mortgage industry standards.

                 (g)      The Servicing Expenses shall be as follows:

                             (i) in the event no "lifetime" tax contracts are
presently in force which are assignable to Master Servicer, Seller agrees to
reimburse the Master Servicer for the cost of purchasing a tax contract for
each Mortgage Loan in this category.

                            (ii) Seller agrees to reimburse the Master Servicer
and/or the Buyer for any recordation fees the Master Servicer and/or the Buyer
incurs pursuant to this Agreement and the Related Conduit Agreements upon
purchase of the Mortgage Loans from the Seller.

                 (h)      The Master Servicer hereby represents and warrants
to, and covenants with the Seller that the Master Servicer will service the
Mortgage Loans without distinction as to the identity of the Seller as the
residual, first-loss holder of the Mortgage Loans, and on the same terms by
which the Master Servicer services mortgage loans for which it or its
affiliates are the residual, first-loss holder.

                 (i)      The Master Servicer may retain sub-servicers to
perform all or a part of its servicing duties hereunder, with the prior written
consent of the Seller (which consent shall not be unreasonably withheld),
except that no retention of any sub-servicer shall release the Master Servicer
from any liability to the Seller.

                 (j)      The Seller shall indemnify and hold the Master
Servicer and each of their officers, directors, employees and agents, harmless
from and shall reimburse the Master Servicer for any losses, damages,
deficiencies, claims, penalties, forfeitures, causes of action or expenses of
any nature (including reasonable attorneys' fees) incurred by Master Servicer
which arise out of or result from:

                 (i)      the inaccuracy of any representation of the Seller
                          contained in this Agreement or material breach of any
                          warranty, covenant or agreement made or to be
                          performed by the Seller pursuant to this Agreement;

                 (ii)     the failure of the originator of any Mortgage Loan to
                          originate such Mortgage Loan in accordance with
                          applicable law;

                 (iii)    the failure of any prior servicer to service the
                          Mortgage Loan in accordance with applicable law and
                          any agreement under which it may have serviced such
                          Mortgage Loan;

                 (iv)     any matters that occurred prior to the transfer date
                          for the servicing of the Mortgage Loan involved or
                          any incomplete or incorrect Mortgage Loan data,
                          records, or information provided in connection with
                          the origination or prior servicing of any Mortgage
                          Loans;





                                       26
<PAGE>   27
                 (v)      the Seller's failure to fulfill any servicing
                          responsibilities not assumed by Master Servicer or
                          otherwise resulting from the Seller's preventing,
                          hampering or impeding Master Servicer's performance
                          of its duties and responsibilities under this
                          Agreement; or

                 (vi)     any litigation or claim with respect to the Mortgage
                          Loans arising out of, or resulting from, the Seller's
                          failure to observe the terms and covenants of the
                          Mortgage Loans or this Agreement, including
                          specifically any litigation relating to adjustable
                          rate mortgage loans.

                 (k)      The Master Servicer shall indemnify, hold the Seller
harmless from, and shall reimburse the Seller for any losses, damages,
deficiencies, claims, penalties, forfeitures, causes of actions or expenses of
any nature (including reasonable attorneys' fees) incurred by the Seller which
arise out of or result from

                          (i)     the inaccuracy of any material representation
of the Master Servicer contained in this Agreement or material breach of any
warranty, covenant or agreement made or to be performed by the Master
Servicer's pursuant to this Agreement; and

                          (ii)    the failure of the Master Servicer to service
any Mortgage Loan in accordance with the applicable law or applicable agency
guidelines, if any, or in compliance with the terms and provisions of such
Mortgage Loans or of this Agreement.

                 (l)      At any reasonable time, and from time to time upon
reasonable notice, the Seller, or any agents or representatives thereof may
inspect the Master Servicer's operations and discuss the servicing operations
of the Master Servicer with any of its officers or directors.  The costs and
expenses incurred by the Master Servicer or its agents or representatives in
connection with any such examinations or discussions shall be paid by the
Seller.

                 Section 13.  Authorized Representatives.  The names of the
officers of the Seller, the Master Servicer and of the Buyer who are authorized
to give and receive notices, requests and instructions and to deliver
certificates and documents in connection with this Agreement on behalf of the
Seller, the Master Servicer and of the Buyer ("Authorized Representatives") are
set forth on Exhibit C, along with the specimen signature of each such officer.
From time to time, the Seller, the Master Servicer or the Buyer may, by
delivering to the others a revised exhibit, change the information previously
given.

                 Section 14.  Notices.  All demands, notices and communications
relating to this Agreement shall be in writing and shall be deemed to have been
duly given when received by the other party or parties at the address shown
below, or such other address as may hereafter be furnished to the other party
or parties by like notice.  Any such demand, notice or communication hereunder
shall be deemed to have been received on the date delivered to or received at
the premises of the addressee.

                 If to the Seller:

                          PacificAmerica Money Center, Inc.
                          21031 Ventura Blvd.
                          Woodland Hills, CA 91364-2210
                                  Attention:  Charles J. Siegel
                                  Telecopy:  818-340-6303





                                       27
<PAGE>   28
                 with a copy to:

                          Catherine DeBono Holmes, Esq.
                          Jeffer, Mangles, Butler & Marmaro LLP
                          2121 Avenue of the Stars, 10th Floor
                          Los Angeles, CA 90067
                                  Telecopy:  310-203-0567

                 If to the Buyer:

                          Advanta Mortgage Conduit Services, Inc.
                          500 Office Center Drive, Suite 400
                          Fort Washington, Pennsylvania 19034
                                  Attention:  Mark Casale
                                  Telecopy:  215-444-4743

                 If to the Master Servicer:

                          Advanta Mortgage Corp. USA
                          16875 West Bernardo Drive
                          San Diego, California 92127
                                  Attention:  Loan Servicing
                                  Telecopy:  (619) 674-3880

                 Section 15.  Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of California,
without regard to conflict of laws rules applied in the State of California.

                 Section 16.  Assignment.  No party to this Agreement may
assign its rights or delegate its obligations under this Agreement without the
express written consent of the other parties, except as otherwise set forth in
this Agreement.

                 Section 17.  Counterparts.  For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement 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 18.  Amendment.  This Agreement may be amended from
time to time by the Seller, the Buyer and the Master Servicer only by a written
instrument executed by such parties.

                 Section 19.  Severability of Provisions.  If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.

                 Section 20.  No Agency; No Partnership or Joint Venture.  None
of the Seller, the Master Servicer nor the Buyer is the agent or representative
of one or both of the others, and nothing in this Agreement shall be construed
to make any of the Seller, the Master Servicer or the Buyer liable to any third
party for services performed by it or for debts or claims accruing to it
against the other party.  Nothing contained herein nor the acts of the





                                       28
<PAGE>   29
parties hereto shall be construed to create a partnership or joint venture
between the Buyer, the Master Servicer and the Seller.

                 Section 21.  Arbitration.  Any dispute or disagreement under
this Agreement shall be rendered by submitting such dispute or disagreement to
an independent, mutually agreed upon arbitrator.  The arbitrator shall conduct
the arbitration in accordance with the Rules of the American Arbitration
Association.  If the parties are unable to select an arbitrator, the arbitrator
shall be selected in accordance with the procedures of the American Arbitration
Association.  The decision of the arbitrator shall be final and binding upon
the parties and non-appealable.  Any decision and award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.  Any
arbitration pursuant to this Agreement shall be conducted in California.

                 Section 22.  Confidentiality.  No party hereto shall disclose
to third parties, without the prior consent (which shall not be unreasonably
withheld) of the other parties, in writing, the existence of or the terms of
this Agreement, except to its accountants and attorneys or as required by law.

                 Section 23.  Further Assurances.  The parties hereto agree to
cooperate reasonably and in good faith with one another in the performance of
this Agreement.

                 Section 24.  Legal Costs.  The parties hereto agree that in
the event of arbitration or litigation between them, the non- prevailing party
shall reimburse the prevailing party for all legal fees and expenses of counsel
incurred by the prevailing party.  The prevailing party shall be the party in
whose favor a final decision or judgment is entered, after the conclusion of
any appeals or after the time during which an appeal may be taken shall have
run.  Payment of sums owning under this Section 24 shall be made within ten
(10) days following the date that the right to receive payment shall be final.

                 Section 25.  Term.  The buy-sell provisions of this Agreement
shall terminate on the Commitment Termination Date, as defined in the Master
Commitment; the other obligations of the parties set forth herein shall
continue in full force and effect until the payment in full (or other
liquidation) of the last Mortgage Loan.





                                       29
<PAGE>   30
                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers, all as of the day
and year first above written.

                                        PACIFICAMERICA MONEY CENTER, INC.
                                        as Seller



                                        By:_______________________________
                                        Name:
                                        Title:



                                        ADVANTA MORTGAGE CONDUIT SERVICES, INC.,
                                        as Buyer



                                        By:_______________________________
                                        Name:
                                        Title:


                                        ADVANTA MORTGAGE CORP. USA,
                                        as Master Servicer



                                        By:_______________________________
                                        Name:
                                        Title:





                                       30
<PAGE>   31


                          FORM OF CONVEYANCE AGREEMENT

                 PacificAmerica Money Center, Inc., as seller (the "Seller")
and Advanta Mortgage Conduit Services, Inc. (the "Buyer") on behalf of Conduit
Acquisition Trust, (the "Purchaser"), pursuant to the Amended and Restated
Corporate Finance Agreement amended as of January 27, 1997 among the Seller,
the Buyer and Advanta Mortgage Corp. USA (the "Corporate Finance Agreement"),
hereby confirm their understanding with respect to the sale by the Seller and
the purchase by the Buyer on behalf of the Conduit Acquisition Trust of those
Mortgage Loans listed on the attached Mortgage Loan Schedule (the "Purchased
Mortgage Loans").

                 Conveyance of Purchased Mortgage Loans.  The Seller,
concurrently with the execution and delivery of this Conveyance Agreement, does
hereby irrevocably transfer, assign, set over and otherwise convey to the
Buyer, without recourse (except as otherwise explicitly provided for herein)
all of its right, title and interest in and to the Purchased Mortgage Loans,
including specifically, without limitation, the Mortgages, the Mortgage Files
and all other documents, materials and properties appurtenant thereto and the
Mortgage Notes, including all interest accruing thereon and principal received
on or with respect to such Purchased Mortgage Loans on or after the related
Mortgagor's Cut-Off Date and all interest accruing thereon since the related
Mortgagor's most recent paid-to date (or date of origination if no payment is
yet due), together with all of its right title and interest in and to the
proceeds received on or after the related Cut-Off Date of any related insurance
policies on behalf of the Buyer.  If the Seller cannot deliver the original
Mortgage or mortgage assignment with evidence of recording thereon concurrently
with the execution and delivery of this Conveyance Agreement solely because of
a delay caused by the public recording office where such original Mortgage or
mortgage assignment has been delivered for recordation, the Seller shall
promptly deliver to the Buyer's designee on behalf of the Buyer such original
Mortgage or mortgage assignment with evidence of recording indicated thereon
upon receipt thereof from the public recording official, with a copy thereof
delivered to the Master Servicer.

                 The costs relating to the delivery of the documents specified
in this Conveyance Agreement shall be borne by the Seller.

                 The Seller hereby additionally certifies to the Buyer and the
Master Servicer:

         (i)     The representations and warranties of the Seller contained in
                 the Corporate Finance Agreement and all related agreements, as
                 of the date hereof, are true and correct, and the Seller has
                 complied in all material respects with all the agreements and
                 satisfied all the conditions on its part to be performed or
                 satisfied at or prior to the date hereof in connection with
                 the sale of the Purchased Mortgage Loans.

         (ii)    There are no actions, suits or proceedings pending or
                 threatened against or affecting the Seller which if adversely
                 determined, individually or in the aggregate, would be
                 reasonably likely to adversely affect in any material way the
                 Seller's obligations under any agreement to which the Seller
                 is a party.  No merger, liquidation, dissolution or bankruptcy
                 of the Seller is pending or contemplated.





                                      A-1
<PAGE>   32
         (iii)   No material adverse change in the condition, financial or
                 otherwise, or properties of the Seller has occurred since the
                 date of the Corporate Finance Agreement.

                 All terms and conditions of the Corporate Finance Agreement
are hereby incorporated herein; provided, that in the event of any conflict the
provisions of this Conveyance Agreement shall control over the conflicting
provisions of the Corporate Finance Agreement.

                 Terms capitalized herein and not defined herein shall have
their respective meanings as set forth in the Corporate Finance Agreement.





                                      A-2
<PAGE>   33
                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers, all as of the _____ day
of _______________.


                                        PACIFICAMERICA MONEY CENTER, INC.
                                        as Seller


                                        By:____________________________
                                        Title:_________________________


                                        ADVANTA MORTGAGE CONDUIT SERVICES, INC.
                                        as sponsor on behalf of

                                        CONDUIT ACQUISITION TRUST,
                                        as Buyer


                                        By:_____________________________
                                        Title:__________________________



Attachments

         A.      Schedule of Purchased Mortgage Loans.
         B.      Trustee's initial exception report.
         C.      Seller's officer's certificate.
         D.      Closing Statement and Recap Summary.





                                      A-3
<PAGE>   34
                  Closing Statement and Funding Recap Summary
                       PacificAmerica Money Center, Inc.
                                  Pool:  ____


  Date Prepared:
  Sale Cut-Off Date:  (Close of Business)
  Sale Funding Date:
  Pricing Date:

  Buyer:                                    Advanta Mortgage Conduit
                                            Services, Inc. on behalf of Conduit
                                            Acquisition Trust
  Seller:                                   PacificAmerica
                                            Money Center, Inc.

  Originator:                               _________________
  Servicer:                                 Advanta Mortgage Corp. USA
  Scheduled Servicing Transfer Date:
  Broker Number:

  Fixed Pool Identification Number:
  ARM Pool Identification Number:
  Investor Number:
  Number of Loans:

  Fixed Pool Balance:
  ARM Pool Balance:
    Total Pool Balance:



  Total Pool Balance

  Accrued interest from Cut-Off Date to Closing
  Initial Applicable Rate ___%

  Recordation Fees:

  Net Due Seller/Funding Transfer Amt.





                                      A-4
<PAGE>   35
                                                                       EXHIBIT B


                           CONTENTS OF MORTGAGE FILE

1. Collateral File

(a)      the original Note endorsed by PacificAmerica Money Center, Inc.
         ("PAM") as follows:  For value received, pay to the order of "Bankers
         Trust Company of California, N.A. as Custodian or Trustee", without
         recourse with all intervening endorsements showing a complete chain of
         title from the original lender to PAM;

(b)      the original Mortgage or Deed of Trust, with evidence of recording
         thereon, or, until the original Mortgage or Deed of Trust has been
         received from the applicable public recording office, a copy of the
         Mortgage or Deed of Trust certified by PAM to be a true and complete
         copy of the original Mortgage or Deed of Trust submitted for
         recording;

(c)      the Note riders signed as required;

(d)      a copy of the original unrecorded assignment of the Mortgage or Deed
         of Trust from PAM to "Bankers Trust Company of California, N.A. as
         Custodian or Trustee";

(e)      documentation of all intervening mortgage assignments with evidence of
         recording thereon, sufficient to show a complete chain of assignment
         from the originator of the Mortgage Loan to PAM;

(f)      any and all assumption, modification, written assurance or
         substitution agreements, where the terms or provisions of a Mortgage
         or Note have been modified or such Mortgage or Note have been assumed;

(g)      the title insurance policy and preliminary policy, including all
         endorsements and/or riders, or until an original policy is received, a
         binding commitment to issue such a policy, which contains a legal
         description of the Mortgaged Property and which has been signed on the
         origination date by an authorized agent of the title insurer;

2.  Servicing File (using the Advanta Stacking Order as of July 1, 1995)

(a)      any primary credit insurance policy or certificate of insurance;

(b)      all required hazard and flood insurance policies with respect to the
         Mortgage Property;

(c)      the tax service contract, where applicable;

(d)      any Private Mortgage Insurance Certificate;

(e)      any guaranty(s), surety agreement(s), and/or survey(s);

(f)      any appraisals on the Mortgaged Property;

(g)      the completed loan application signed by the Mortgagor;

(h)      the signed mortgage loan settlement sheet;





                                      B-1

<PAGE>   36
(i)      all employment, deposit and mortgage verifications, credit reports and
         reports and any other document relied upon in making the Mortgage
         Loan;

(j)      any Truth-In-Lending RESPA and ECOA related documents required by law;

(k)      all records, ledger cards and other documents relating to the Mortgage
         Loan;

(l)      LIW Loan information worksheet;

(m)      Copies of all applicable transfer notifications i.e. borrower
         insurance, flood, hazard, PMI

(n)      the original unrecorded assignment of the Mortgage or Deed of Trust
         from the Buyer to Bankers Trust Company of California, N.A, as
         Custodian or Trustee.





                                      B-2

<PAGE>   37
                                                                       EXHIBIT C


                           AUTHORIZED REPRESENTATIVES


         Reference is hereby made to the Amended and Restated Corporate Finance
Agreement, amended as of January 27, 1997 (the "Agreement"), among
PacificAmerica Money Center, Inc.  as seller ("PAM"), Advanta Mortgage Conduit
Services, Inc. as Buyer (the "Buyer"), and Advanta Mortgage Corp. USA, as
master servicer (the "Master Servicer"):

         The following are PAM's Authorized Representatives for purposes of the
Agreement:

Name                      Title            Specimen Signature
----                      -----            ------------------




         The following are the Buyer's Authorized Representatives for purposes
of the Agreement:

Name                      Title            Specimen Signature
----                      -----            ------------------



         The following are the Master Servicer's Authorized Representatives for
purposes of the Agreement:

Name                      Title            Specimen Signature
----                      -----            ------------------

William P. Garland





                                       C-1
<PAGE>   38
                                                                       EXHIBIT D

                           Applicable Pool Parameters

                 (a)      Each Mortgage Loan is secured by a closed-end
         mortgage, in first or second lien position, to A to D credit borrowers
         (as defined by Advanta Mortgage Conduit Services, Inc. in a manner no
         less favorable than the grading criteria used by the Buyer for its own
         loan originations), on single family 1-4 unit properties;

                 (b)      No less than ____ of any Pool will have been
         originated with A and B credit grades;

                 (c)      No ARM Pool will be more than ____ under the fully
         indexed rate teased at origination calculated on a weighted average
         basis;

                 (d)      Each ARM is in a first lien position;

                 (e)      Each ARM's interest rate will be tied to either
         _________________;

                 (f)      Each ARM will have a ____ or ____ periodic (every six
         months) and ____ or ____ lifetime cap;

                 (g)      No more than ____ of any Pool will consist of ____
         year fixed/____ year adjustable ____, ____ or ____ intermediate
         mortgages (Treasury based index); and

                 (h)      No Mortgage Loan is a simple interest loan.

                 (i)      No more than ____ of any Pool will consist of loans
         with CLTVs in excess of ____ (without mortgage insurance from a
         carrier acceptable to the Master Servicer).

                 (j)      No less than ____ of each Pool will have been
         originated under a full documentation program.

                 (k)      No loan is more than ____ days contractually
         delinquent as of the securitization cut-off date.

                 (l)      No more than ____ of any ____ Loans will have CLTVs
         in excess of ____.





                                      D-1

<PAGE>   39
                                                                       EXHIBIT E

                         REPRESENTATION AND WARRANTIES


         (i)     The information with respect to each Mortgage Loan set forth
in the related Mortgage Loan Schedule is true and correct as of the Cut-Off
Date.

         (ii)    All of the original or certified documentation required to be
delivered to the Buyer, the Master Servicer or the Buyer's designee pursuant to
the documentation requirements, as set forth on the attached Exhibit B, with
respect to each Mortgage Loan has been or will be delivered to the Buyer, the
Master Servicer or the Buyer's designee, as required thereby.  Each Mortgage
Loan is documented on a note and mortgage form, with appropriate riders
approved by the Buyer.

         (iii)   Each Mortgage is a valid and existing first or second lien of
record on the Mortgaged Property, (subject in the case of any Second Mortgage
Loan only to a Senior Lien on such Mortgaged Property) and subject in all cases
to the exceptions to title set forth in the title insurance policy, if any,
with respect to the related Mortgage Loan, which exceptions are generally
acceptable to banking institutions in connection with their regular mortgage
lending activities, and such other exceptions to which similar properties are
commonly subject and which do not materially and adversely affect the benefits
of the security intended to be provided by such Mortgage.

         (iv)    Immediately prior to the transfer and assignment herein
contemplated, PAM held good, marketable, and indefeasible title to, and was the
sole owner of, each Mortgage Loan conveyed by PAM subject to no liens, charges,
mortgages, encumbrances or rights of others except as set forth in clause (iii)
or other liens which will be released simultaneously with such transfer and
assignment and upon receipt of each Mortgage Loan, the Buyer will hold good,
marketable, and indefeasible title to, and will be the sole owner of each
Mortgage Loan, free and clear of any liens, charges, mortgages, encumbrances,
or rights of others except as set forth in paragraph (iii) or any liens created
by the Buyer.

         (v)     As of the related Cut-Off Date, no Mortgage Loan is thirty
(30) or more days contractually delinquent, and no Mortgage Loan has been
thirty (30) or more days contractually delinquent more than once during the
twelve (12) months preceding the related Cut-Off Date, except for those loans
the Buyer reviews during due diligence and agrees to purchase with knowledge of
delinquency; there is no valid and enforceable offset, defense or counterclaim
to any Note or Mortgage, including the obligation of the related Mortgagor to
pay the unpaid principal of or interest on such Note.  Except for any such
delinquencies, there is no material default, breach, violation or event of
acceleration existing under any Mortgage or the related Note and no event
which, with the passage of time or with notice and the expiration of any cure
period, would constitute a material default, breach, violation or event of
acceleration; PAM has not waived any default, breach, violation or event of
acceleration.

         (vi)    There is no delinquent tax or assessment lien or mechanic's
lien, or claim for work, labor, or material on any Mortgaged Property; there is
no proceeding pending or threatened or currently occurring for the total or
partial condemnation of any Mortgaged Property to the best of PAM's knowledge;
each Mortgaged Property is free of substantial damage and is in good repair,
except for those items specifically mentioned in the appraisal, or any
applicable appraisal review of any mortgaged property.





                                       E-1
<PAGE>   40
         (vii)   Each Mortgage Loan at the time it was made, and the
origination of such Mortgage Loan, complied in all material respects with all
applicable local, state and federal laws and regulations, including, without
limitation, the federal Truth-in-Lending Act, the Real Estate Settlement
Procedures Act, and other consumer protection laws, usury, equal credit
opportunity, disclosure and recording laws.  Any Mortgage Loan, and the
origination thereof, which is subject to the "high cost or high fee mortgage"
provisions of the Home Ownership and Equity Protection Act of 1994, complies
with the requirements of such Act.  No fraud was committed, nor was any
material misrepresentation made, by any Person, including without limitation
the related Mortgagor, in connection with the origination of such Mortgage
Loan; each Mortgage Loan is a Qualified Mortgage and is a Qualifying Loan.

         (viii)  With respect to each Mortgage Loan, a lender's title insurance
policy, issued in standard American Land Title Association or California Land
Title Association form by a title insurance company authorized to transact
business in the state in which the related Mortgaged Property is situated in an
amount at least equal to the Original Principal Amount of such Mortgage Loan
insuring the mortgagee's interest under the related Mortgage Loan as the holder
of a valid first or second mortgage lien of record on the real property
described in the related Mortgage, as the case may be, subject only to
exceptions of the character referred to in paragraph (iii) above, was effective
on the date of the origination of such Mortgage Loan, and, as of the Cut-Off
Date such policy will be valid and thereafter such policy shall continue in
full force and effect for the benefit of the Buyer and its assignees, in care
of the Master Servicer.

         (ix)    Each Mortgaged Property is improved by a single (one- to
four-) family residential dwelling, which may include condominiums and
townhouses but shall not include cooperatives; the improvements upon each
Mortgaged Property are covered by a valid and existing hazard insurance policy
with a generally acceptable carrier that provides for fire and extended
coverage representing coverage not less than the least of (A) the outstanding
principal balance of the related Mortgage Loan (together, in the case of a
Second Mortgage Loan, with the outstanding principal balance of any Senior
Liens), (B) the minimum amount required to compensate for damage or loss on a
replacement cost basis or (C) the full insurable value of the Mortgaged
Property.

         (x)     For all Mortgage Loans, there is in place a fully-paid life of
loan flood certification from Pinnacle Data Corporation or another vendor
approved by the Buyer, assignable to the Master Servicer, which provides for
notification to the Master Servicer of changes in designated flood areas which
would affect such Mortgage Loan; in addition, if any Mortgaged Property, as of
the Cut-Off Date of the related Mortgage Loan, is in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards, a flood insurance policy in a form meeting the requirements of
the current guidelines of the Federal Insurance Administration is in effect for
the benefit of the Buyer and its assignees, in care of the Master Servicer,
with respect to such Mortgaged Property with a generally acceptable carrier in
an amount representing coverage not less than the least of (A) the outstanding
principal balance of the related Mortgage Loan (together, in the case of a
Second Mortgage Loan, with the outstanding principal balance of any Senior
Liens), (B) the minimum amount required to compensate for damage or loss on a
replacement cost basis or (C) the maximum amount of insurance that is available
under the Flood Disaster Protection Act of 1973.

         (xi)    Each Mortgage and Note is the legal, valid and binding
obligation of the maker thereof and is enforceable in accordance with its
terms, except only as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles





                                       E-2
<PAGE>   41
of equity (whether considered in a proceeding or action in equity or at law).
The maker of such Mortgage and Note had the legal capacity to execute such
Mortgage and Note at the time such Mortgage and Note were executed.

         (xii)   PAM has caused and will cause to be performed any and all acts
required to be performed to preserve the rights and remedies of the Master
Servicer in any Insurance Policies applicable to any Mortgage Loans delivered
by PAM, including any necessary notifications of insurers, assignments of
policies or interests therein, and establishments of co-insured, joint loss
payee and mortgagee rights in favor of the Buyer and its assignees in care of
the Master Servicer.

         (xiii)  Interest on each Note is calculated in accordance with the
actuarial method; the terms of each Note and each Mortgage have not been
impaired, altered or modified in any respect, except by a written instrument
which has been recorded, if necessary, to protect the interest of the Buyer and
which has been included in the related Mortgage File to be delivered to the
Buyer.  The substance of any such alteration or modification is reflected on
the related Mortgage Loan Schedule and has been approved by the primary
mortgage guaranty insurer, if any.

         (xiv)   Except as otherwise required by law or pursuant to the statute
under which the related Mortgage Loan was made, the related Note will not be
secured by any collateral, pledged account or other security except the lien of
the corresponding Mortgage.

         (xv)    No Mortgage Loan will be originated under a buydown plan; no
Mortgage Loan provides for negative amortization, has a shared appreciation
feature, or other contingent interest feature; and as of the related Cut-Off
Date, no Mortgage Loan had a Combined Loan-to-Value- Ratio or a Total
Loan-to-Value Ratio in excess of the maximum for the related product type as
set forth in Seller's Applicable Guidelines, as amended by the Pool Parameters
attached hereto as Exhibit D, unless Buyer acknowledges any such exception(s)
through its due diligence, and agrees to purchase the Mortgage Loan based on
the exception(s).

         (xvi)   Any advances made after the date of origination of a Mortgage
Loan but prior to the Cut-Off Date, have been consolidated with the outstanding
principal amount secured by the related Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term
reflected on the related Mortgage Loan Schedule.  No Note has been modified,
except as reflected on the related Mortgage Loan Schedule, and evidence of any
modification is in the related Mortgage File and has been supplied to the
Buyer.  The consolidated principal amount does not exceed the original
principal amount of the related Mortgage Loan.  No Note permits or obligates
the Master Servicer, any sub-servicer or the Buyer or its assignees to make
future advances to the related Mortgagor at the option of the Mortgagor.

         (xvii)  Any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have
been complied with, subject to any escrow hold-back for improvements pending
completion.  All costs, fees and expenses incurred in making, closing or
recording the Mortgage Loans were paid.

         (xviii) To the best of PAM's knowledge, all of the improvements which
were included for the purposes of determining the Appraised Value of any
Mortgaged Property lie wholly within the boundaries and building restriction
lines of such Mortgaged Property, and are stated in the title insurance policy
and affirmatively insured; no improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning law or





                                       E-3
<PAGE>   42
regulation.  To the best of PAM's knowledge, all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of each Mortgaged Property and, with respect to the use and occupancy
of the same, including, but not limited to, certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities.

         (xix)   With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the Buyer or its assignees
under the deed of trust, except in connection with a trustee's sale after
default by the related Mortgagor.

         (xx)    With respect to each Second Mortgage Loan, either (A) no
consent for such Mortgage Loan was required by the holder of the related Senior
Lien prior to the making of such Mortgage Loan or (B) such consent has been
obtained and is contained in the related Loan Servicing File.

         (xxi)   Each Mortgage contains a provision for the acceleration of the
payment of the unpaid principal balance of the related Mortgage Loan in the
event the related Mortgaged Property is sold without the prior consent of the
Mortgagee thereunder; each Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the related Mortgaged Property of the benefits of
the security, including (A) in the case of a Mortgage designated as a deed of
trust, by trustee's sale and (B) otherwise by judicial foreclosure.  Subject to
any statutory redemption rights of the Mortgagor, upon default by a Mortgagor
on a Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged
Property, the holder of the Mortgage Loan will be able to deliver good and
marketable title to the Mortgaged Property.  To the best of PAM's knowledge,
there is no homestead or other exemption available to a Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose on the Mortgaged Property.

         (xxii)  No instrument of release or waiver has been executed in
connection with any Mortgage Loan, and no Mortgagor has been released, in whole
or in part, except in connection with an assumption agreement which has been
approved by the primary mortgage guaranty insurer, if any, and which has been
included in the related Funding Package delivered to the Buyer.

         (xxiii) The maturity date of each Mortgage Loan which is a Second
Mortgage Loan is at least twelve (12) months prior to the maturity date of the
related first mortgage loan if such first mortgage loan provides for a balloon
payment.

         (xxiv)  Each Mortgage Loan has been originated in accordance with all
required provisions of Seller's Applicable Guidelines as amended by the Pool
Parameters attached hereto as Exhibit D; a full appraisal was performed with
respect to each Mortgage Loan in compliance with the applicable requirements
set forth in the Applicable Guidelines.

         (xxv)   As of the related Closing Date, to the best knowledge of PAM,
there does not exist on any Mortgaged Property any hazardous substances,
hazardous wastes or solid wastes, as such terms are defined in the
Comprehensive Environmental Response Compensation and Liability Act, the
Resource Conservation and Recovery Act of 1976, or other federal, state or
local environmental legislation.





                                       E-4
<PAGE>   43
         (xxvi)  Each Mortgage Loan which is a First Mortgage Loan shall be
covered by a valid and transferable tax service contract with Transamerica, or
other vendors as approved by the Buyer.

         (xxvii) No mortgage reconveyance, release, satisfaction or trustee
fees have been collected by PAM or paid by any Mortgagor.  In addition, if
there is, in Buyer's reasonable judgment, a documentation problem that would
make reconveyance of satisfaction difficult, cumbersome or expensive to the
Buyer, then PAM shall at the Buyer's request complete the reconveyance of
satisfaction of the Mortgage, including the recordation of the necessary
documentation, at PAM's sole cost and expense.

         (xxviii)         The Mortgage Loan is not in default, and all Monthly
Payments due prior to the related Cut-Off Date and all taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents have been paid, to the best knowledge of PAM.  PAM has
not advanced funds, or induced or solicited any advance of funds by a party
other than the Mortgagor directly or indirectly, for the payment of any amount
required by the Mortgage Loan.  The collection practices used by each entity
which has serviced the Mortgage Loan have been in all respects legal, proper,
prudent and customary in the mortgage servicing business.  With respect to
escrow deposits and payments in those instances where such were required, there
exist no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made and no escrow deposits or payments or
other charges or payments have been capitalized under any Mortgage or the
related Mortgage Note.





                                       E-5
<PAGE>   44
                                                                       EXHIBIT F

                                FORM OF OPINION


__________, 1996

To:      The Addresses identified on "Schedule I" attached hereto

Ladies and Gentlemen:

         I am general counsel to PacificAmerica Money Center, Inc., a Delaware
corporation ("PAM"), and have acted as such in connection with the execution
and delivery of the following agreements:

         1.      The Amended and Restated Corporate Finance Agreement among
PAM, Advanta Mortgage Conduit Services, Inc. ("Advanta Conduit") and Advanta
Mortgage Corp. USA ("Advanta Mortgage"), amended as of January 27, 1997 (the
"Agreement");

         2.      The Master Commitment for Corporate Finance Relationships by
and among PAM, Advanta Conduit and Advanta Mortgage dated as of December 16,
1996.

         3.      The Tri-Party Security Agreement by and among PAM, Advanta
Conduit, Advanta Mortgage and Bankers Trust Company of California, N.A., dated
as of December 16, 1996.

         4.      The Mutual Confidentiality Agreement by and among PAM, Advanta
Conduit, Advanta Mortgage, dated as of December 16, 1996.


         The foregoing documents are sometimes collectively referred to below
as the "Documents", and any one of them is sometimes referred to below as a
"Document".

         All capitalized terms herein not otherwise defined herein shall have
the respective meanings set forth in the Corporate Finance Agreement.

         In rendering the opinions set forth herein, I have (i) examined
executed copies of the Documents; (ii) examined originals or photostatic or
certified copies of all such corporate records of PAM and such certificates of
public officials, certificates of corporate officers, and other documents,
records financial statements and papers and have made such inquiries of
officers, employees and representatives of PAM as I have deemed appropriate and
necessary as a basis for the opinions hereinafter expressed, and I have further
assumed the truth, accuracy and completeness of all information provided to me
by such persons; (iii) assumed the genuineness of all signatures (other than
those of the officers of PAM affixed to the Documents) and the authenticity of
all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as certified or photostatic copies;
and (iv) assumed the due execution and delivery, pursuant to the due
authorization, of each of the Documents by each of the respective parties
(other than PAM) to each such Document.

         I am qualified to practice law in the State(s) of __________, and I am
not expert in and express no opinion as to the laws of other jurisdictions
other than the federal law of the United States.  In rendering the above
opinions, I have assumed that the state law(s) applicable to the






<PAGE>   45
Persons on Attached Schedule 1
December __, 1996
Page 2

Documents and under which the same are to be construed is identical in all
material respects to the law of the State(s) of __________.  Furthermore, the
opinions expressed herein do not purport to opine as to applicable state "Blue
Sky" laws, legal investment laws, or other state or federal laws pertaining to
any securities law issues and securities matters relating to the transactions
described in the Documents.

         Based upon the foregoing, and subject to the other qualifications
stated herein, I am of the opinion that:

         1.      PAM is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

         2.      PAM has all licenses and qualifications necessary to carry on
its lending business as now being conducted and to perform its obligations
hereunder; PAM has the power and authority to execute and deliver the Agreement
and to perform its obligations in accordance therewith; the execution, delivery
and performance of the Agreement (including any Conveyance Agreement and any
other instruments of transfer to be delivered pursuant to the Agreement) by PAM
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action and do not violate the
organization documents of PAM, contravene or violate any law, regulation,
injunction, order, decree or other instrument applicable to PAM or to our
knowledge, contravene, violate or result in any breach of any provision of, or
constitute a default under, or result in the imposition of any lien on any
assets of PAM pursuant to the provisions of, any mortgage, indenture, contract,
agreement or other undertaking to which PAM is a party or which purports to be
binding upon PAM or any of PAM's assets and which have been identified to us by
PAM as "Material Contracts"; this Agreement evidences the valid and binding
obligation of PAM enforceable against PAM in accordance with its terms, subject
to the effect of bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditor's rights generally or the
application of equitable principles in any proceeding, whether at law or in
equity;

         3.      To our knowledge, there are no actions, approvals, consents,
waivers, exemptions, variances, franchises, orders, permits, authorizations,
rights and licenses required to be taken, given or obtained, as the case may
be, by or from any federal, state or other governmental authority or agency,
that are necessary in connection with the execution, delivery or performance by
PAM of the Agreement;

         4.      To our knowledge, there is no action, suit, proceeding or
investigation pending or, to the best of PAM's knowledge, threatened against
PAM which alleges a widespread practice of violation of any applicable law or
regulation with respect to loan origination activities of PAM or any of its
subsidiaries, or which would draw into question the validity of the Agreement
or the Mortgage Loans or of any action taken or to be taken in connection with
the obligations of PAM contemplated herein, or which would be likely to impair
the ability of PAM to perform under the terms of the Agreement;

         5.      To our knowledge, PAM is not in default with respect to any
Material Contract or with respect to any order or decree of any court or any
order, regulation or demand of any federal, state, municipal or governmental
agency, which default might have consequences that would adversely affect its
performance hereunder;






<PAGE>   46
Persons on Attached Schedule 1
December __, 1996
Page 3

         The foregoing opinions are being rendered for the benefit only of the
Addressees listed on the attachment and may not be disclosed to, quoted to or
relied upon by any other person or entity without the prior written consent of
the undersigned.

                                        Very truly yours,


                                        _________________________________
                                        Title:  General Counsel






<PAGE>   47
Persons on Attached Schedule 1
December __, 1996
Page 4

                                   SCHEDULE 1


Advanta Mortgage Corp. USA
500 Office Center Drive
Suite 400
Fort Washington, PA  19034

Advanta Mortgage Conduit Services, Inc.
16875 West Bernardo Drive
San Diego, CA  92127






<PAGE>   48
                                                                       EXHIBIT G

                     FORM OF SYNTHETIC RESIDUAL CERTIFICATE

                 This Synthetic Residual Certificate (this "Certificate") has
been issued in accordance with Section 9(d) of the Amended and Restated
Corporate Finance Agreement amended as of January 27, 1997 (the "Corporate
Finance Agreement") by and among PacificAmerica Money Center, Inc. (the
"Seller"), Advanta Mortgage Conduit Services, Inc. (the "Buyer") and Advanta
Mortgage Corp. USA (the "Master Servicer").  This Certificate is the Synthetic
Residual Certificate referenced in Section 2 of the Tri-Party Security
Agreement dated as of ________, 1996 (the "Security Agreement") by and among
the Buyer, the Master Servicer (the Buyer and the Master Servicer together are
referred to herein as the "Pledgors"), _____________ and Bankers Trust Company
of California, N.A., as trustee.  Unless otherwise indicated, terms used herein
but not defined shall have the respective meanings given to such terms in the
Corporate Finance Agreement.

                 This Certificate evidences the secured corporate obligation of
the Pledgors to pay the Residual Cashflow amounts to the Seller as required by
Section 9(c) of the Corporate Finance Agreement.  To secure such obligation,
the Pledgors have granted a security interest in the Collateral (as such term
is defined in the Security Agreement) to the Seller pursuant to the Security
Agreement.  This Certificate does not represent any direct ownership interest
in any Mortgage Loans.

                 THIS CERTIFIES THAT PacificAmerica Money Center, Inc. is the
owner of this Certificate.  This Certificate is not transferrable, except to a
wholly-owned subsidiary of the Seller.  Upon such transfer, the Seller will
promptly give notice to the Buyer.

                 IN WITNESS WHEREOF, the Pledgors have caused this Certificate
to be signed, manually or in facsimile by it authorized officer.

Dated:  _______________, 1996

                                        ADVANTA MORTGAGE CONDUIT
                                        SERVICES, INC.


                                        By:_____________________________
                                           Name:
                                           Title:

                                        ADVANTA MORTGAGE CORP. USA


                                        By:______________________________
                                           Name:
                                           Title:





                                       G-1
<PAGE>   49
                                                                       EXHIBIT H





________________________________________________________________________________





                          TRI-PARTY SECURITY AGREEMENT


                                  By and Among


                    ADVANTA MORTGAGE CONDUIT SERVICES, INC.,


                          ADVANTA MORTGAGE CORP. USA,


                       PACIFICAMERICA MONEY CENTER, INC.

                                      and

                   BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                                   as Trustee



                         Dated as of December 16, 1996





                                       H-1
<PAGE>   50
                          TRI-PARTY SECURITY AGREEMENT


                 This TRI-PARTY SECURITY AGREEMENT (this "Agreement"), dated as
of December 16, 1996 by and among ADVANTA MORTGAGE CONDUIT SERVICES, INC.
("Advanta Mortgage Conduit"), ADVANTA MORTGAGE CORP. USA ("Advanta Mortgage
Corp.", together with Advanta Mortgage Conduit, the "Pledgors"), PACIFICAMERICA
MONEY CENTER, INC. (the "Secured Party") and BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as trustee (the "Trustee").

                 NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the parties hereto agree as follows:

                 Section 1.  Definitions.  In addition to the terms defined
elsewhere in this Agreement, the following terms shall have the following
meanings when used in this Agreement:

         "Certificate Account" means the related Certificate Account created
under the related Advanta Pooling Agreement.  Each Securitization Statement
shall more particularly identify the related Certificate Account.

         "Collateral" means the Pledgors' rights to receive payments of
Residual Cashflow in connection with each and every Securitized Loan Pool.

         "Corporate Finance Agreement" means the Amended and Restated Corporate
Finance Agreement amended as of January 27, 1997 by and among the Secured
Party, PacificAmerica Money Center, Inc., and the Pledgors, as amended from
time to time.

         "Securitized Loan Pools" means any group of Mortgage Loans sold by the
Secured Party pursuant to the Master Commitment and the Corporate Finance
Agreement and held by a particular Advanta Trust, whether acquired initially by
such Advanta Trust or subsequently acquired through "pre-funded" purchases.  A
Securitized Loan Pool may represent any number of pools.


Capitalized terms used and not otherwise defined herein shall for all purposes
of this Agreement have the respective meanings specified therefor in the
Corporate Finance Agreement.

                 Section 2.  Pledge and Security.

                 Each Pledgor hereby pledges all of its respective right,
title, and interest in and to, and grants a first lien on, and security
interest in, the Collateral to the Secured Party to secure the obligation of
the Pledgors to make payments of Residual Cashflow to the Secured Party in
accordance with Section 9(d) of the Corporate Finance Agreement, which
obligation is evidenced by the Synthetic Residual Certificate in the form of
Exhibit I to the Corporate Finance Agreement.  Such financing statement shall
be amended in connection with each Securitization transaction to reflect the
increase in Collateral.

                 The Seller acknowledges that the Synthetic Residual
Certificate is not transferrable except to a wholly owned subsidiary of the
Seller.  Upon such transfer, the Seller will promptly give written notice to
the Buyer.





                                       H-1
<PAGE>   51
                 Section 3.  Financing Statement.

                 The Pledgors covenant that, on the date of execution of this
Agreement, the Pledgors shall cause to be filed a financing statement (Form
UCC-1) with the Secretary of State of California to perfect by filing thereof
the security interest in the Collateral granted by the Pledgors herein.  The
Pledgors covenant to file one or more additional financing statements in such
other jurisdictions as PacificAmerica Money Center, Inc shall reasonably
request.

                 Section 4.  Events of Default.  Each of the following shall
constitute an "Event of Default" hereunder:

                 (a)      Failure of the Pledgors to make any payment of
Residual Cashflow, owing to the Secured Party under Section 9(d) of the
Corporate Finance Agreement, to the Secured Party which failure is not remedied
within five Business Days after the due date thereof.  Payments of Residual
Cash Flow which are not paid on the related Distribution Date shall bear
interest at ____ per annum until paid in full.

                 (b)      The filing against either Pledgor of a petition for
liquidation, reorganization, arrangement or adjudication as a bankrupt or
similar relief under the bankruptcy, insolvency or similar laws of the United
States or any state or territory thereof or of any foreign jurisdiction as to
which such Pledgor fails to secure dismissal within 60 days after such filing.
Appointment of a receiver, conservator, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of either Pledgor or of any
substantial part of its property, the ordering of the winding-up or liquidation
of its affairs, or the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of either Pledgor in any involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect.

                 (c)      Commencement by either Pledgor of a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by either Pledgor to the entry of an order
for relief in an involuntary case under any such law or to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of either Pledgor or of any
substantial part of its property, or the making by either Pledgor of any
general assignment for the benefit of creditors, or the failure of either
Pledgor generally to pay its debts as such debts become due, or the taking of
corporate action by either Pledgor in furtherance of any of the foregoing.

                 Section 5.  Remedy Upon Default.  Upon the happening of one or
more Events of Default, the Secured Party shall give at least 5 Business Days
written notice to the Trustee, stating the date and the nature of the Event of
Default, and identifying the appropriate Advanta Trust relating to the
Securitized Loan Pools.  The Secured Party shall have the right to direct the
Trustee to make all future monthly payments of Residual Cashflow due to it
under Section 9(d) of the Corporate Finance Agreement, including amounts owed
as of the date of notice, directly from the Certificate Account (or any similar
account maintained for the related Securitized Loan Pool), into an account
designated by the Secured Party in such notice, before payments may be made to
the Pledgors under the terms of the Corporate Finance Agreement.  The Trustee
shall calculate all amounts owed to the Secured Party to be paid pursuant to
this Section 5.  The parties acknowledge that the Secured Party shall have no
rights against the Collateral, other than the rights of the Secured Party to
receive payments as provided for herein and in the Agreement.  Notwithstanding
the security interest granted hereby, the Synthetic Residual Certificate
represents a general corporate liability of the Pledgors.





                                       H-2
<PAGE>   52
                 Section 6.  Trustee's Duties.  (a) The Trustee (i) undertakes
to perform such duties and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Trustee and (ii) in the absence of bad faith on its part,
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions finished pursuant
to and conforming to the requirements of this Agreement.

                          Additionally, the Trustee is permitted to rely and
shall be protected in acting or refraining from acting upon any certificates,
statement, instrument, opinion, report, request, direction, consent, order,
bond, note, notices or other paper or document delivered hereunder believed by
it to be genuine and to have been signed or presented by the proper party or
parties.

                 (b)      No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

                       (i)        this subsection shall not be construed to
                                  limit the effect of subsection (a) of this
                                  Section;

                       (ii)       the Trustee shall not be liable for any error
                                  of judgment made in good faith by an
                                  authorized officer of the Trustee, unless it
                                  shall be proved that the Trustee was
                                  negligent in ascertaining the pertinent
                                  facts; and

                       (iii)      the Trustee shall not be liable with respect
                                  to any action taken or omitted to be taken by
                                  it in good faith in accordance with the
                                  direction of the Secured Party or the
                                  Pledgors or relating to the time, method and
                                  place of conducting any proceeding for any
                                  remedy available to the Trustee, or
                                  exercising any trust or power conferred upon
                                  the Trustee, under this Agreement.

                 (c)      Whether or not therein expressly so provided, every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

                 (d)      No provision of this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

                 (e)      The Trustee shall be under no obligation to institute
any suit, or to take any remedial proceeding under this Agreement, or to take
any steps in the execution of the trusts hereby created or in the enforcement
of any rights and powers hereunder until it shall be indemnified to its
satisfaction against any and all costs and expenses, outlays and counsel fees
and other reasonable disbursements and against all liability, except liability
which is adjudicated to have resulted from its negligence or willful
misconduct, in connection with any action so taken.

                 (f)      The Pledgors agree to indemnify the Trustee, and its
officers, directors, employees and agents and hold it harmless against, any and
all losses, liabilities, damages, claims or expenses (including reasonable
legal fees and expenses), that may be imposed on,





                                       H-3
<PAGE>   53
incurred by or asserted against the Trustee in any way relating to or arising
out of this Agreement or any action taken by the Trustee pursuant to this
Agreement, unless such liabilities, obligations, losses, expenses, legal fees
or disbursements were imposed on, incurred by, or asserted against the Trustee
as a result of the Trustee's own negligence or bad faith or willful misconduct.
The foregoing indemnification shall survive any termination of this Agreement
or the resignation of or removal of the Trustee.

                 Section 7.  Notices.  All demands, notices and communications
relating to this Agreement shall be in writing and shall be deemed to have been
duly given when received by the other party or parties at the address shown
below, or such other address as may hereafter be furnished to the other party
or parties by like notice.  Any such demand, notice or communication hereunder
shall be deemed to have been received on the date delivered to or received at
the premises of the addressee.

                 If to the Pledgors:

                          Mark A. Casale
                          Advanta Mortgage Corp. USA
                          500 Office Center Drive
                          Suite 400
                          Fort Washington, PA 19034

                                  Telecopy: (215) 444-4743


                 If to the Secured Party:

                          PacificAmerica Money
                            Center, Inc.
                          21031 Ventura Blvd.
                          Woodland Hills, CA 91364-2210

                                  Telecopy: 810-358-4639


                 If to the Trustee:

                          Bankers Trust Company of California, N.A.
                          3 Park Plaza, 16th Floor
                          Irvine, CA 92714

                                  Telecopy: (714) 253-8289

                 Section 8.   Severability of Provisions.  If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.

                 Section 9.  Assignment; Successors and Assigns.  No party to
this Agreement may assign its rights or delegate its obligations under this
Agreement without the express written consent of the other parties, except as
otherwise set forth in this Agreement.  This Agreement shall be binding upon
the successors and assigns of the parties hereto.





                                       H-4
<PAGE>   54
                 Section 10.  Counterparts.  For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement 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 11.  Amendment.  This Agreement may be amended from
time to time by the parties hereto only by a written instrument executed by
such parties.

                 Section 12.  Governing Law; Agreement Constitutes Security
Agreement.  This Agreement is intended by the parties hereto to be governed by,
and construed in accordance with, California law, without regard to conflict of
laws rules applied in California, and to constitute a security agreement within
the meaning of the California Uniform Commercial Code.





                                       H-5
<PAGE>   55
                 IN WITNESS WHEREOF, the parties have executed this TRI-PARTY
SECURITY AGREEMENT as of the day and year first above written.


                                  ADVANTA MORTGAGE CONDUIT SERVICES, INC.



                                  By:___________________________________________
                                     Name:
                                     Title:


                                  ADVANTA MORTGAGE CORP. USA



                                  By:___________________________________________
                                     Name:
                                     Title:


                                  PACIFICAMERICA MONEY CENTER, INC.



                                  By:___________________________________________
                                     Name:
                                     Title:


                                  BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as
                                  Trustee



                                  By:___________________________________________
                                     Name:
                                     Title:





                                       H-6
<PAGE>   56
                                                                       EXHIBIT I

                        MUTUAL CONFIDENTIALITY AGREEMENT


                 THIS CONFIDENTIALITY AGREEMENT ("Agreement") is entered into
this 15th day of December, 1996, by and between Advanta Mortgage Corp. USA, 500
Office Center Drive, Suite 400, Fort Washington, PA  19034 ("AMCUSA") and
PacificAmerica Money Center, Inc. ("PAM") 21031 Ventura Boulevard, Woodland
Hills, CA 91364.

                 WHEREAS, PAM and AMCUSA are contemplating entering into a
Master Commitment for Corporate Finance Relationship.

                 WHEREAS, during the course of this arrangement, AMCUSA may
give PAM access to, or PAM may learn about various information and material
relating to the financial status, marketing strategies, business practices,
products, customers, potential customers, procedures, methods, models,
materials, technical knowledge and the like of AMCUSA, its affiliates and
subsidiaries (the "Confidential Data") all of which AMCUSA considers to be of a
proprietary nature and PAM may give AMCUSA access to, or AMCUSA may learn about
various information and material relating to the financial status, marketing
strategies, business practices, products, customers, potential customers,
procedures, methods, models, materials, technical knowledge and the like, which
PAM considers to be of a proprietary nature and all of which are referred to
herein as "Confidential Data."

                 NOW, THEREFORE, intending to be legally bound hereby, PAM and
AMCUSA agree as follows:


                 (1)      Each party acknowledges that Confidential Data is
considered proprietary and acknowledges that the unauthorized use or disclosure
of any Confidential Data could be detrimental to the other party.

                 (2)      No party shall distribute, disclose or convey to
third parties any Confidential Data without prior written approval of the other
Party.

                 (3)      Each party agrees that:

                          a.      Only employees, with a defined "need to know"
                 basis shall be granted access to any Confidential Data;

                          b.      No party shall distribute, disclose or convey
                 Confidential Data to any consultant or subcontractor, except
                 upon prior written approval of the other party;

                          c.      Each party shall protect the confidentiality
                 of the Confidential Data of the other party in the same manner
                 in which it protects the confidentiality of its own
                 proprietary and confidential data of like kind.  Access to the
                 Confidential Data shall be restricted to those engaged in a
                 use permitted hereby;

                          d.      No party shall copy or reproduce any
                 Confidential Data, except as necessary to complete the scope
                 of its work in providing services to the other;





                                       I-1
<PAGE>   57
                          e.      All Confidential Data made available to each
                 party, including copies thereof, shall be returned upon the
                 earlier of the completion of the scope of work identified
                 above or a request of the other party;

                          f.      Nothing is this Agreement shall prohibit or
                 limit the parties use of information (including, but not
                 limited to, financial data and financial strategies and
                 methodologies), (i) previously known to it, (ii) acquired by
                 it from a third party which is not under an obligation not to
                 disclose such information, or (iii) which is or becomes
                 publicly available through no breach of this Agreement; and

                          g.      No party shall make use of any of the
                 Confidential Data for its own independent benefit.

                 (4)      Each party agrees that, should a third party request
it to submit Confidential Data pursuant to a subpoena, summons, search warrant,
court or governmental order, the party receiving the subpoena (the "Subpoenaed
Party") will notify the other Party promptly upon receipt of such request.  If
the other party objects to the release of the Confidential Data, the Subpoenaed
Party will permit counsel chosen by the other party to represent the Subpoenaed
Party in order to resist release of the Confidential Data.  The other party
will pay the Subpoenaed Party for any reasonable expenses incurred by the
Subpoenaed Party in connection with resisting the release of the Confidential
Data.

                 (5)      PAM shall indemnify AMCUSA with respect to any losses
suffered by AMCUSA as a result of a breach of any covenants, promises or
representations in this Agreement.  The Buyer shall indemnify PAM with respect
to any losses suffered by PAM as a result of a breach of any covenants,
promises or representations in this Agreement.

                 (6)      All the terms, rights, duties and conditions
contained in this Agreement shall merge into any future agreement between the
parties.

                 (7)      This Agreement is binding on the parties and their
successors and assigns, and is provisions may be waived or modified by written
agreement of the parties.





                                       I-2
<PAGE>   58
                 (8)      This Agreement is executed and delivered in
California, and shall be governed by the laws of the Commonwealth of
California.

 PACIFICAMERICA MONEY CENTER, INC.           ADVANTA MORTGAGE CORP. USA



 By: _______________________________         By:  ______________________________
     Name:                                        Mark Casale, Vice President of
     Title:                                       Corporate Finance





                                       I-3