LOAN AND SECURITY AGREEMENT

 

                             LOAN AND SECURITY AGREEMENT

                                  dated May 23, 1996

                                       between

                          BANKAMERICA BUSINESS CREDIT, INC.

                                         and

                              HOMEAMERICAN CREDIT, INC.

                                  TABLE OF CONTENTS

                              ARTICLE ONE - DEFINITIONS

       1.1     TERMS DEFINED . . . . . . . . . . . . . . . . . . . . . .     1
               Adjusted Tangible Assets. . . . . . . . . . . . . . . . .     1
               Adjusted Tangible Net Worth . . . . . . . . . . . . . . .     1
               Affiliate . . . . . . . . . . . . . . . . . . . . . . . .     1
               ABFS. . . . . . . . . . . . . . . . . . . . . . . . . . .     2
               Appraised Value". . . . . . . . . . . . . . . . . . . . .     2
               Attorney Costs. . . . . . . . . . . . . . . . . . . . . .     2
               Availability. . . . . . . . . . . . . . . . . . . . . . .     2
               Bank of America . . . . . . . . . . . . . . . . . . . . .     3
               Base Rate . . . . . . . . . . . . . . . . . . . . . . . .     3
               Borrowing". . . . . . . . . . . . . . . . . . . . . . . .     3
               Borrowing Base. . . . . . . . . . . . . . . . . . . . . .     3
               Business Mortgage Loan. . . . . . . . . . . . . . . . . .     3
               Business Day. . . . . . . . . . . . . . . . . . . . . . .     3
               Capital Adequacy Regulation . . . . . . . . . . . . . . .     3
               Closing Date. . . . . . . . . . . . . . . . . . . . . . .     3
               Code. . . . . . . . . . . . . . . . . . . . . . . . . . .     3
               Collateral. . . . . . . . . . . . . . . . . . . . . . . .     3
               Collection Account Agreement. . . . . . . . . . . . . . .     3
               Consumer Mortgage Loan. . . . . . . . . . . . . . . . . .     3
               Date of Origination . . . . . . . . . . . . . . . . . . .     4
               Debt. . . . . . . . . . . . . . . . . . . . . . . . . . .     4
               Default . . . . . . . . . . . . . . . . . . . . . . . . .     4
               Default Rate. . . . . . . . . . . . . . . . . . . . . . .     4
               Delinquency Adjustment. . . . . . . . . . . . . . . . . .     4
               Distribution. . . . . . . . . . . . . . . . . . . . . . .     5
               Eligible Mortgage Loans . . . . . . . . . . . . . . . . .     5
               Event of Default. . . . . . . . . . . . . . . . . . . . .     7
               Excess Availability . . . . . . . . . . . . . . . . . . .     7
               Federal Reserve Board . . . . . . . . . . . . . . . . . .     8
               Financial Statements. . . . . . . . . . . . . . . . . . .     8
               First Mortgage. . . . . . . . . . . . . . . . . . . . . .     8
               First Payment Default . . . . . . . . . . . . . . . . . .     8
               Fiscal Year . . . . . . . . . . . . . . . . . . . . . . .     8
               Funding Date. . . . . . . . . . . . . . . . . . . . . . .     8
               GAAP. . . . . . . . . . . . . . . . . . . . . . . . . . .     8
               General Intangibles . . . . . . . . . . . . . . . . . . .     8
               Governmental Authority. . . . . . . . . . . . . . . . . .     8
               Gross Mortgage Note Payments. . . . . . . . . . . . . . .     9
               Guaranty. . . . . . . . . . . . . . . . . . . . . . . . .     9

                                         (1)

               Hazardous Material. . . . . . . . . . . . . . . . . . . .     9
               Ineligible Mortgage Note Reserve. . . . . . . . . . . . .     9
               Intercompany Accounts . . . . . . . . . . . . . . . . . .     9
               Instruments . . . . . . . . . . . . . . . . . . . . . . .     9
               IRS . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
               Lien. . . . . . . . . . . . . . . . . . . . . . . . . . .    10
               Loan Account. . . . . . . . . . . . . . . . . . . . . . .    10
               Loan Documents. . . . . . . . . . . . . . . . . . . . . .    10
               Long Term First Mortgage Eligible Mortgage Loan . . . . .    10
               Margin. . . . . . . . . . . . . . . . . . . . . . . . . .    10
               Material Adverse Effect . . . . . . . . . . . . . . . . .    10
               Modified Mortgage Note  . . . . . . . . . . . . . . . . .    10
               Mortgage. . . . . . . . . . . . . . . . . . . . . . . . .    11
               Mortgage Debtor . . . . . . . . . . . . . . . . . . . . .    11
               Mortgage Note . . . . . . . . . . . . . . . . . . . . . .    11
               Mortgage Loan . . . . . . . . . . . . . . . . . . . . . .    11
               Net Mortgage Note Payments. . . . . . . . . . . . . . . .    11
               Notice of Borrowing . . . . . . . . . . . . . . . . . . .    11
               Obligations . . . . . . . . . . . . . . . . . . . . . . .    11
               Other Taxes . . . . . . . . . . . . . . . . . . . . . . .    11
               Person. . . . . . . . . . . . . . . . . . . . . . . . . .    11
               Property. . . . . . . . . . . . . . . . . . . . . . . . .    11
               Recourse Transaction. . . . . . . . . . . . . . . . . . .    12
               Requirement of Law. . . . . . . . . . . . . . . . . . . .    12
               Responsible Officer . . . . . . . . . . . . . . . . . . .    12
               Loans . . . . . . . . . . . . . . . . . . . . . . . . . .    12
               Security Documents. . . . . . . . . . . . . . . . . . . .    12
               Second Mortgage . . . . . . . . . . . . . . . . . . . . .    12
               Securitization Representations and Warranties . . . . . .    12
               Senior Lien . . . . . . . . . . . . . . . . . . . . . . .    13
               Short Term First/Second Mortgage Eligible Mortgage Loan .    13
               Solvent . . . . . . . . . . . . . . . . . . . . . . . . .    13
               Stated Termination Date . . . . . . . . . . . . . . . . .    13
               Subordinated Debt . . . . . . . . . . . . . . . . . . . .    13
               Subsidiary. . . . . . . . . . . . . . . . . . . . . . . .    13
               Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .    13
               Termination Date. . . . . . . . . . . . . . . . . . . . .    13
               Total Facility. . . . . . . . . . . . . . . . . . . . . .    14
               UCC . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
               Unused Line Fee . . . . . . . . . . . . . . . . . . . . .    14
       1.2     ACCOUNTING TERMS. . . . . . . . . . . . . . . . . . . . .    14

                                  ARTICLE TWO - LOAN
                            
       2.1     REVOLVING LOANS . . . . . . . . . . . . . . . . . . . . .    14

                                         (2)

       2.2     BORROWING PROCEDURE . . . . . . . . . . . . . . . . . . .    14

                                         (3)

                      ARTICLE THREE - INTEREST AND OTHER CHARGES
                    
       3.1     INTEREST. . . . . . . . . . . . . . . . . . . . . . . . .    15
       3.2     MAXIMUM INTEREST RATE . . . . . . . . . . . . . . . . . .    16
       3.3     UNUSED LINE FEE . . . . . . . . . . . . . . . . . . . . .    16
       3.4     AUDIT FEES. . . . . . . . . . . . . . . . . . . . . . . .    16

                       ARTICLE FOUR - PAYMENTS AND PREPAYMENTS
                       ---------------------------------------

       4.1     PAYMENT OF REVOLVING LOANS. . . . . . . . . . . . . . . .    17
       4.2     TERMINATION OF FACILITY . . . . . . . . . . . . . . . . .    17
       4.3     PAYMENTS BY THE BORROWER. . . . . . . . . . . . . . . . .    17
       4.4     PAYMENTS AS REVOLVING LOANS . . . . . . . . . . . . . . .    18
       4.5     APPORTIONMENT, APPLICATION AND REVERSAL OF PAYMENTS . . .    18
       4.6     INDEMNITY FOR RETURNED PAYMENTS . . . . . . . . . . . . .    18
       4.7     LENDER'S AND LENDERS' BOOKS AND RECORDS;
               MONTHLY STATEMENTS. . . . . . . . . . . . . . . . . . . .    19

                           ARTICLE FIVE - YIELD PROTECTION
                   
       5.1     INCREASED COSTS AND REDUCTION OF RETURN . . . . . . . . .    19
       5.2     CERTIFICATES OF LENDER. . . . . . . . . . . . . . . . . .    19
       5.3     SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . .    19

                               ARTICLE SIX - COLLATERAL
            
       6.1     GRANT OF SECURITY INTEREST. . . . . . . . . . . . . . . .    20
       6.2     PERFECTION AND PROTECTION OF SECURITY INTEREST. . . . . .    20
       6.3     LOCATION OF COLLATERAL. . . . . . . . . . . . . . . . . .    21
       6.4     TITLE TO, LIENS ON, AND SALE OF COLLATERAL. . . . . . . .    22
       6.5     APPRAISALS. . . . . . . . . . . . . . . . . . . . . . . .    22
       6.6     ACCESS AND EXAMINATION. . . . . . . . . . . . . . . . . .    22
       6.7     COLLATERAL REPORTING. . . . . . . . . . . . . . . . . . .    22
       6.8     MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . . .    23
       6.9     COLLECTION OF MORTGAGE LOANS; PAYMENTS. . . . . . . . . .    24
       6.10    RIGHT TO CURE . . . . . . . . . . . . . . . . . . . . . .    24
       6.11    POWER OF ATTORNEY . . . . . . . . . . . . . . . . . . . .    25
       6.12    LENDER' RIGHTS, DUTIES AND LIABILITIES. . . . . . . . . .    25
       6.13    PROTECTION OF COLLATERAL. . . . . . . . . . . . . . . . .    26
       6.14    SERVICING OF MORTGAGE LOANS . . . . . . . . . . . . . . .    26
       6.15    BORROWER'S OFFICE . . . . . . . . . . . . . . . . . . . .    26
       6.16    PERMITTED SALES OF MORTGAGE LOANS . . . . . . . . . . . .    26

          ARTICLE SEVEN - BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
     
                                         (4)

       7.1     BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . .    26
       7.2     FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . .    27
       7.3     NOTICES TO THE LENDER . . . . . . . . . . . . . . . . . .    29

                ARTICLE EIGHT - GENERAL WARRANTIES AND REPRESENTATIONS
     
       8.1     AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS
               AGREEMENT AND THE LOAN DOCUMENTS. . . . . . . . . . . . .    30
       8.2     VALIDITY AND PRIORITY OF SECURITY INTEREST. . . . . . . .    30
       8.3     ORGANIZATION AND QUALIFICATION. . . . . . . . . . . . . .    30
       8.4     CORPORATE NAME; PRIOR TRANSACTIONS. . . . . . . . . . . .    30
       8.5     AFFILIATES. . . . . . . . . . . . . . . . . . . . . . . .    30
       8.6     MORTGAGE LOAN FORMS.. . . . . . . . . . . . . . . . . . .    31
       8.7     CREDIT GUIDELINES . . . . . . . . . . . . . . . . . . . .    31
       8.8     FINANCIAL STATEMENTS AND PROJECTIONS. . . . . . . . . . .    31
       8.9     CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . .    31
       8.10    SOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . .    32
       8.11    TITLE TO PROPERTY . . . . . . . . . . . . . . . . . . . .    32
       8.12    TRADE NAMES AND TERMS OF SALE . . . . . . . . . . . . . .    32
       8.13    LITIGATION. . . . . . . . . . . . . . . . . . . . . . . .    32
       8.14    NO VIOLATION OF LAW . . . . . . . . . . . . . . . . . . .    32
       8.15    NO DEFAULT. . . . . . . . . . . . . . . . . . . . . . . .    32
       8.16    TAXES . . . . . . . . . . . . . . . . . . . . . . . . . .    32
       8.17    USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . .    32
       8.17    NO MATERIAL ADVERSE CHANGE. . . . . . . . . . . . . . . .    32
       8.19    FULL DISCLOSURE . . . . . . . . . . . . . . . . . . . . .    32
       8.20    GOVERNMENTAL AUTHORIZATION. . . . . . . . . . . . . . . .    33

                  ARTICLE NINE - AFFIRMATIVE AND NEGATIVE COVENANTS
       
       9.1     TAXES AND OTHER OBLIGATIONS . . . . . . . . . . . . . . .    33
       9.2     CORPORATE EXISTENCE AND GOOD STANDING . . . . . . . . . .    33
       9.3     COMPLIANCE WITH LAW AND AGREEMENTS;
               MAINTENANCE OF LICENSES . . . . . . . . . . . . . . . . .    33
       9.4     MERGERS, CONSOLIDATIONS OR SALES. . . . . . . . . . . . .    34
       9.5     DISTRIBUTIONS; CAPITAL CHANGE; RESTRICTED INVESTMENTS . .    34
       9.6     TRANSACTIONS AFFECTING COLLATERAL OR OBLIGATIONS. . . . .    34
       9.7     GUARANTIES. . . . . . . . . . . . . . . . . . . . . . . .    34
       9.8     PREPAYMENT. . . . . . . . . . . . . . . . . . . . . . . .    34
       9.9     TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . . . .    34
       9.10    INVESTMENT BANKING AND FINDER'S FEES. . . . . . . . . . .    34
       9.11    BUSINESS CONDUCTED. . . . . . . . . . . . . . . . . . . .    34
       9.12    LIENS . . . . . . . . . . . . . . . . . . . . . . . . . .    35
       9.13    FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . .    35

                                         (5)

       9.14    ADJUSTED TANGIBLE NET WORTH . . . . . . . . . . . . . . .    35
       9.15    UNSUBORDINATED DEBT TO BORROWING BASE . . . . . . . . . .    35
       9.18    CHARGE-OFF POLICY . . . . . . . . . . . . . . . . . . . .    35
       9.19    SUBORDINATED OBLIGATIONS. . . . . . . . . . . . . . . . .    35
       9.20    ORIGINATION AND DISPOSITION OF BUSINESS MORTGAGE LOANS;
               RESERVES. . . . . . . . . . . . . . . . . . . . . . . . .    35
       9.21    FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . .    36

                       ARTICLE TEN -  CONDITIONS TO BORROWINGS
     
       10.1    CONDITIONS PRECEDENT TO MAKING OF REVOLVING LOANS
               ON THE CLOSING DATE . . . . . . . . . . . . . . . . . . .    36
       10.2    CONDITIONS PRECEDENT TO EACH REVOLVING LOAN . . . . . . .    37

                          ARTICLE ELEVEN - DEFAULT; REMEDIES
     
       11.1    EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . .    38
       11.2    REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . .    40
       11.3    CUMULATIVE REMEDIES; NO PRIOR RECOURSE TO COLLATERAL. . .    42

                        ARTICLE TWELVE - TERM AND TERMINATION
    
       12.1    TERM AND TERMINATION. . . . . . . . . . . . . . . . . . .    43

       ARTICLE THIRTEEN - AMENDMENTS; WAIVER; PARTICIPATIONS; SUCCESSORS
 
       13.1    NO  WAIVERS CUMULATIVE REMEDIES . . . . . . . . . . . . .    43
       13.2    AMENDMENTS AND WAIVERS. . . . . . . . . . . . . . . . . .    43

                        ARTICLE FOURTEEN - MISCELLANEOUS
              
       14.1    SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . .    43
       14.2    GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS;
               JURY TRIAL WAIVER . . . . . . . . . . . . . . . . . . . .    43
       14.3    WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . .    44
       14.4    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . .    45
       14.5    OTHER SECURITY AND GUARANTIES . . . . . . . . . . . . . .    45
       14.6    FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . .    45
       14.7    NOTICES . . . . . . . . . . . . . . . . . . . . . . . . .    46
       14.8    WAIVER OF NOTICES . . . . . . . . . . . . . . . . . . . .    47
       14.9    BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . .    47
       14.10   INDEMNITY OF THE LENDER BY THE BORROWER . . . . . . . . .    47
       14.11   FINAL AGREEMENT . . . . . . . . . . . . . . . . . . . . .    48
       14.12   COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . .    48
       14.13   CAPTIONS. . . . . . . . . . . . . . . . . . . . . . . . .    48
       14.14   RIGHT OF SETOFF . . . . . . . . . . . . . . . . . . . . .    48

                                         (6)

       14.15   TIME OF THE ESSENCE.......................................... 49

                                         (7)

                             LOAN AND SECURITY AGREEMENT

       This Loan and Security Agreement ("Agreement") is made and entered into
as of May 23, 1996, between BankAmerica Business Credit, Inc., a Delaware
corporation (the "Lender"), having an address at 200 Lake Drive East, Suite 201,
Cherry Hill, New Jersey 08002, and HomeAmerican Credit, Inc. (the "Borrower"), a
Pennsylvania corporation, whose chief executive office is located at 111
Presidential Boulevard, Suite 215, Bala Cynwyd, Pennsylvania 19004.

       In consideration of the mutual covenants contained herein, the parties
agree as follows.

                              ARTICLE ONE - DEFINITIONS
                    
       1.1     TERMS DEFINED.  As used in this Agreement, the listed terms are
defined as follows:

               "ADJUSTED TANGIBLE ASSETS" means all assets except: (a) deferred
assets, other than prepaid insurance and prepaid taxes, (b) trademarks, trade
names, franchises, goodwill, and other similar intangibles; (c) unamortized debt
discount and expense; (d) assets of the Borrower constituting Intercompany
Accounts; (e) assets located and notes and receivables due from obligors
domiciled outside the United States of America, Puerto Rico, or Canada; (f)
accounts, notes, and other receivables due from Affiliates; (g) fixed assets to
the extent of any write-up in the book value thereof resulting from a
revaluation effective after the first Closing Date; and (h) any servicing
assets, if any.

               "ADJUSTED TANGIBLE NET WORTH"  means, at any date, the remainder
of (a) net book value (after deducting related depreciation, obsolescence,
amortization, valuation, and other proper reserves as determined in accordance
with GAAP) at which the Adjusted Tangible Assets of the Borrower would be shown
on a balance sheet of the Borrower at such date prepared in accordance with
GAAP, MINUS (b) the sum of the Delinquency Adjustment, the Contingent Fee Refund
Reserve, PLUS the amount at which its liabilities (other than capital stock,
surplus, and retained earnings) would be shown on such balance sheet, and
including as liabilities all reserves for other contingencies and other
potential liabilities which would be shown on such balance sheet or disclosed in
the footnotes thereto.

               "AFFILIATE" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person shall be deemed to control another Person if
the controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.

               "ABFS" means American Business Financial Services, Inc., a
Delaware corporation.

               "APPRAISED VALUE" means the market value of the real property
which is the subject of the Mortgage securing repayment of  the related Mortgage
Note, which appraisal has been made by an appraiser which meets the following
qualifications:

                       (a)     the appraisal shall have been prepared by an
appraiser who is a member of the Society of Real Estate Appraisers or a member
of the Appraisal Institute or a member of some other generally recognized real
estate appraisal association acceptable to Lender; and

                       (b)     in the event the real property is located in a
state which has adopted rules for licensing or certifying appraisers and
standards for appraisals, pursuant to FIRREA or otherwise, the appraiser and the
appraisal shall meet those rules and standards and/or the standards of the
Society of Real Estate Appraisers or the Appraisal Institute or of some other
generally recognized real estate appraisal association acceptable to Lender,
whichever standard or rule is more exacting.

               "ATTORNEY COSTS" means and includes all fees, expenses and
disbursements of any law firm or other external counsel engaged by the Lender,
the allocated cost of internal legal services of the Lender and all expenses and
disbursements of internal counsel of the Lender.

               "AVAILABILITY" means, as of any date of calculation, the (a) sum
of:  (i) seventy percent (70%) MULTIPLIED BY the Net Mortgage Note Payments
payable under the Borrower's Eligible Mortgage Loans for which no more than one
hundred eighty (180) days have elapsed since their Date of Origination; PLUS
(ii) sixty percent (60%) MULTIPLIED BY the Net Mortgage Note Payments payable
under the Borrower's Short Term First/Second Mortgage Eligible Mortgage Loans as
to which more than one hundred eighty (180) days, but less than two hundred
seventy-one (271) days have elapsed since their Date of Origination; PLUS (iii)
fifty percent (50%) MULTIPLIED BY the Net Mortgage Note Payments payable under
the Borrower's Long Term First Mortgage Eligible Mortgage Loans as to which more
than one hundred eighty (180) days, but less than two hundred seventy-one (271)
days have elapsed since their Date of Origination; PLUS  (iv) fifty percent
(50%) MULTIPLIED BY the Net Mortgage Note Payments payable under the Borrower's
Short Term First/Second Mortgage Mortgage Loans as to which more than two
hundred seventy (270) days, but less than three hundred sixty-six (366) days
have elapsed since their Date of Origination; PLUS  (v) twenty-five percent
(25%) MULTIPLIED BY the Net Mortgage Note Payments payable under the Borrower's
Long Term First Mortgage Eligible Mortgage Loans as to which more than two
hundred seventy (270) days, but less than three hundred sixty-six (366) days
have elapsed since their Date of Origination;  MINUS (b) the Ineligible Mortgage

Note Reserve.

               "BANK OF AMERICA" means Bank of America National Trust and
Savings Association, a national banking association, or any successor entity
thereto.

               "BASE RATE" means, for any day, the rate of interest in effect
for such day as publicly announced from time to time by Bank of America, in San
Francisco, California, as its "reference rate" (the "reference rate" being a
rate set by Bank of America based upon various factors including Bank of
America's costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate).

               "BORROWING" means a borrowing hereunder consisting of Revolving
Loans made by the Lender to the Borrower.

               "BORROWING BASE" means the sum of the Adjusted Tangible Net
Worth of the Borrower, PLUS all Subordinated Debt of the Borrower.

               "BUSINESS MORTGAGE LOAN" means a Mortgage Loan the proceeds of
which are intended to be used primarily for any purpose other than the family,
household or personal purposes of the Mortgage Debtor.

               "BUSINESS DAY" means any day that is not a Saturday, Sunday, or
a day on which banks in San Francisco, California, are required or permitted to
be closed.

               "CAPITAL ADEQUACY REGULATION" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a bank.

               "CLOSING DATE" means the date of the execution of this
Agreement.

               "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor statute, and regulations promulgated thereunder.

               "COLLATERAL" has the meaning specified in SECTION 6.1 hereof.

               "COLLECTION ACCOUNT AGREEMENT" means that certain Collection
Account Agreement substantially in the form attached hereto as Exhibit A and
incorporated herein.

               "CONSUMER MORTGAGE LOAN" means a Mortgage Loan the proceeds of
which are

intended to be used primarily family, household or personal purposes of the
Mortgage Debtor.

               "CONTINGENT FEE REFUND RESERVE" means, as of any date of
determination, the excess of the Borrower's contingent obligation to refund
Mortgage Loan origination fees and other similar fees, OVER $400,000.

               "DATE OF ORIGINATION" means the date of the Mortgage Note,
appearing on the face thereof, or if there is no such date, then the date that
any of the proceeds of the related Mortgage Loan were first disbursed to or for
the benefit of the Contract Debtor.  The Date of Origination itself shall be
included in calculating the number of days which have elapsed since the Date of
Origination of a Mortgage Note.

               "DEBT" means all liabilities, obligations, and indebtedness of
the Borrower to any Person, of any kind or nature, now or hereafter owing,
arising, due or payable, howsoever evidenced, created, incurred, acquired, or
owing, whether primary, secondary, direct or indirect, contingent, fixed, or
otherwise, and including, without in any way limiting, the generality of the
foregoing: (i) the Borrower's liabilities and obligations to trade creditors;
(ii) all Obligations; (iii) all obligations and liabilities to any Person
secured by a Lien on the Borrower's Property, even though the Borrower shall not
have assumed or become liable for the payment thereof; PROVIDED, HOWEVER, that
all such obligations and liabilities which are limited in recourse to such
Property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of the Borrower prepared in
accordance with GAAP; (iv) all obligations and liabilities created or arising
under any lease or conditional sale or other title retention agreement with
respect to Property used or acquired by the Borrower, even if the rights and
remedies of the lessor, seller, or lender thereunder are limited to repossession
of such Property; PROVIDED, HOWEVER, that all such obligations and liabilities
which are limited in recourse to such Property shall be included in Debt only to
the extent of the book value of such property as would be shown a balance sheet
of the Borrower prepared in accordance with GAAP: (v) all accrued pension fund
and other employee benefit plan obligations and liabilities; (vi) all
obligations and liabilities under Guaranties; (vii) Subordinated Debt; and
(viii) deferred taxes.

               "DEFAULT" means an event or circumstance which, with the giving
of notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

               "DEFAULT RATE" means a fluctuating per annum interest rate at
all times equal to the sum of the otherwise applicable Base Rate PLUS the Margin
PLUS three percent (3.0%).  The Default Rate shall be adjusted simultaneously
with any change in the Base Rate.

               "DELINQUENCY ADJUSTMENT" means, as of any date of determination,
the aggregate

unpaid principal amount of all of the Borrower's Mortgage Notes included in the
Collateral as to which any payment due thereunder is more than two hundred
seventy (270) days contractually past due.

               "DISTRIBUTION" means, in respect of any corporation: (a) the
payment or making of any dividend or other distribution of Property in respect
to the capital stock (or any options or warrants for such stock) of such
corporation, other than distributions in capital stock (or any options or
warrants for such stock) of the same class; or (b) the redemption or other
acquisition of any capital stock (or options or warrants for such stock) of such
corporation.

               "ELIGIBLE MORTGAGE LOANS" means only such Mortgage  Loans which
the Lender, in its sole discretion deems eligible, and without limiting the
Lender's discretionary rights, satisfy at all times all of the following
requirements as determined by the Lender, in its reasonable discretion:

                       (a)     the Mortgage Note and the related Mortgage
strictly comply with all of the Borrower's warranties and representations
contained herein;

                       (b)     no  payment due under the Mortgage Note is
thirty-one (31) or more days contractually past due;

                       (c)     except as provided in clause (b) of this
Section, neither the Borrower nor the Mortgage Debtor is in default under the
terms of the Mortgage Note and related Mortgage (E.G., the Property subject
thereto is subject to foreclosure or has been sold and the proceeds thereof
applied to the Mortgage Note balance (the latter sometimes being referred to as
a "deficiency balance" Mortgage Note));

                       (d)     the Borrower has not granted any extension of
time for the payment of any sum due under the Mortgage Note;

                       (e)     the Mortgage Note is not subject to any defense,
counterclaim, offset, discount, or allowance;

                       (f)     the Mortgage for such Mortgage Note has been
recorded in the appropriate public real estate records or has been submitted for
recordation in the appropriate public real estate records and creates a Lien on
a fee simple interest in real property which is a First Mortgage or a Second
Mortgage;

                       (g)     the terms of the Mortgage Note and all related
documents and instruments comply in all respects with all Requirement of Law;

                       (h)     the Mortgage Debtor is not an Affiliate of the
Borrower;

                       (i)     as of the Date of Origination of the Mortgage
Note the Mortgage Debtor's gross monthly debt payments, as a percentage of
his/her/its gross monthly income, does not exceed fifty percent (50%) and the
Mortgage Debtor's creditworthiness and the terms of the Mortgage Note and
related Mortgage shall conform to the Borrower's credit guidelines;

                       (j)     the Mortgage Debtor is not subject to a
bankruptcy proceeding under federal law or any similar proceeding under state
law;

                       (k)     the Mortgage Debtor thereunder is a resident of
the continental United States;

                       (l)     under the terms of the Mortgage Note, the first
scheduled payment due thereunder is due within sixty (60) days  following the
date the Mortgage Debtor first entered into the Mortgage Note and all other
payments are scheduled to be made on the same date of each month thereafter;

                       (m)     the original term of a Mortgage Note secured by
a First Mortgage does not exceed thirty (30) years and the original term of a
Mortgage Note secured by a Second Mortgage does not exceed fifteen (15) years;

                       (n)     with respect to a Mortgage Note as to which the
Mortgage Debtor is located in the state of New Jersey or any other state
requiring the filing of a Business Activity Report or similar document in order
to bring suit or otherwise enforce its remedies against such Mortgage Debtor in
the courts or through any judicial process of such state, unless the Borrower
has qualified to do business in New Jersey or such other states, or has filed a
Notice of Business Activities Report with the applicable division of taxation,
the department of revenue, or with such other state offices, as appropriate, for
the then-current year, or is exempt from such filing requirement;

                       (o)     the terms of the Mortgage Note requires that the
unpaid principal balance thereof shall be payable in equal monthly payments
which will amortize the full principal amount thereof over its scheduled term;

                       (p)     the Mortgage Loan is a Consumer Mortgage Loan;

                       (q)     the Mortgage Note is secured by a Mortgage
encumbering real property which is located solely in the states of Delaware, New
Jersey, Pennsylvania, Maryland, Georgia, Florida, North Carolina, South
Carolina, Virginia, and Ohio and any other state to which the Lender has
previously agreed in writing;

                       (r)     the Lien of the Mortgage securing repayment of
the Mortgage Note is insured by a title insurance company, the identity and
creditworthiness are reasonably satisfactory to the Lender;

                       (s)     the real property which is the subject of the
related Mortgage has a current Appraised Value;

                       (t)     all rescission periods under all state and
Federal laws applicable to such Mortgage  Loan have expired;

                       (u)     the real property which is subject to the
Mortgage securing repayment of the Mortgage Note is improved only with a
completed, owner-occupied single family residence or owner-occupied residence
with no more than two (2) living units;

                       (v)     no more than three hundred sixty-five (365) days
have elapsed since the Date of Origination of the Mortgage Note;

                       (w)     the aggregate amount of the unpaid principal
balance of the Mortgage Note plus the unpaid principal balance of all Liens
superior to the Lien of the Mortgage securing repayment of the Mortgage Note,
does not exceed eighty percent (80%) of the Appraised Value of the subject real
property;

                       (x)     the unpaid principal balance of the Mortgage
Note, including all related fees, points, and other charges, does not exceed (i)
$150,000 for Mortgage Notes secured by a First Mortgage, and (ii) $75,000 for
Mortgage Notes secured by a Second Mortgage;

                       (y)     the Mortgage Note is the only Mortgage Note
owing by the Mortgage Debtor to the Borrower or to its Affiliates;

                       (z)     the Mortgage Note has been originated by the
Borrower or has been underwritten and processed by Processing Service Center Inc
and purchased by the Borrower;

                       (aa)    the Mortgage Note shall not be a First Payment
Default Mortgage Note which the Borrower has repurchased;

                       (bb)    the entire unpaid principal balance of the
Mortgage Note has been advanced to or for the benefit of the Mortgage Debtor;

                       (cc)    the Mortgage Note is not a Modified  Mortgage
Loan; and

                       (dd)    the Borrower has delivered to the Lender all of
the documents specified in SECTION 6.2(b) hereof.

               "EVENT OF DEFAULT" has the meaning specified in SECTION 11.1
hereof.

               "EXCESS AVAILABILITY" means, as of the date of determination,
the remainder of Availability MINUS the aggregate amount of the Revolving Loans
then outstanding.

               "FEDERAL RESERVE BOARD" means the Board of Governors of the
Federal Reserve System or any successor thereto.

               "FINANCIAL STATEMENTS" means, according to the context in which
it is used, the financial statements attached hereto, or any financial
statements required to be given to the Lender pursuant to this Agreement.

               "FIRST MORTGAGE" means a Mortgage the lien of which constitutes
a first lien on the real property described therein, subject only to (a) liens
for taxes, assessments, or similar governmental charges not yet due and payable;
(b) zoning restrictions, mineral reservations, easements, covenants, conditions,
and restrictions of record which shall neither defeat nor render invalid such
lien nor materially impair the merchantability or value of such real property,
and (c) such other exceptions to title as have been approved in writing by the
Lender.

               "FIRST PAYMENT DEFAULT MORTGAGE NOTE" means a Mortgage Note as
to which the first payment due thereunder was not paid within sixty (60) days
after its contractual due date.

               "FISCAL YEAR" means the Borrower's fiscal year for accounting
purposes.  The current fiscal year of the Borrower will end on June 30, 1996.

               "FUNDING DATE" means the date on which a Borrowing occurs.

               "GAAP" means generally accepted accounting principles set forth
from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of
[the date of determination.

               "GENERAL INTANGIBLES" means all of the Borrower's now owned or
hereafter acquired general intangibles, choses in action and causes of action
and all other intangible personal property of the Borrower of every kind and
nature (other than  Mortgage Notes)

relating to the Mortgage Notes included in the Collateral, including, without
limitation, all contract rights, proprietary rights, corporate or other business
records, trade names, trade secrets, goodwill, customer lists, registrations,
licenses, franchises, and tax refund claims.

               "GOVERNMENTAL AUTHORITY" means any nation or government, any
state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

               "GROSS MORTGAGE NOTE PAYMENTS" means, as of the date of
determination, means the aggregate amount of all presently due and future,
unpaid, noncancelable installment payments to be made under a Mortgage Note,
regardless of the method of interest calculation (I.E., interest bearing or pre-
computed).

               "GUARANTY" means, with respect to any Person, all obligations of
such Person which in any manner directly or indirectly guarantee or assure, or
in effect guarantee or assure, the payment or performance of any indebtedness,
dividend or other obligation of any other Person (the "guaranteed obligations"),
or assure or in effect assure the holder of the guaranteed obligations against
loss in respect thereof, including, without limitation, any such obligations
incurred through an agreement, contingent or otherwise:  (a) to purchase the
guaranteed obligations or any property constituting security therefor; (b) to
advance or supply funds for the purchase or payment of the guaranteed
obligations or to maintain a working capital or other balance sheet condition;
or (c) to lease property or to purchase any debt or equity securities or other
property or services. The term "Guaranty" shall not include any Securitization
Representations and Warranties.

               "HAZARDOUS MATERIAL" means any hazardous or toxic substances,
material, or waste which is regulated by any local governmental authority, any
state governmental authority of the state in which the property is located or
the United States government or any agency thereof.  "Hazardous Material" shall
also specifically include asbestos or any asbestiform varieties thereof,
including, but not limited to, those as defined in 15 U.S. Code, Section 2642,
and any product, material, or substance containing asbestos, regardless of
whether now, or hereafter regulated by any such governmental agency.

               "INELIGIBLE MORTGAGE NOTE RESERVE" means, as of any date of
calculation, an amount equal to fifty percent (50%) of the Gross Mortgage Note
Payments payable under all of the Borrower's Mortgage Loans included in the
Collateral which are not Eligible Mortgage Loans for which more than one hundred
eighty (180) days have elapsed since their Date of Origination.

               "INTERCOMPANY ACCOUNTS" means all assets and liabilities,
however arising, which are due to the Borrower from, which are due from the
Borrower to, or which otherwise arise from any transaction by the Borrower with,
any Affiliate.  Intercompany Accounts shall not include a receivable owing to
the Borrower by a special purpose Affiliate arising from the sale by the
Borrower of its Mortgage Notes in connection with a securitization transaction
and no portion of the account has been owing for more than thirty (30) days.
After the expiration of such thirty (30) day period, the entire account shall be
deemed to be an Intercompany Account under any agreement with a Mortgage Note
purchaser.

               "INSTRUMENTS" shall have the same meaning as given to that term
in the UCC, and shall include all negotiable instruments, notes secured by
mortgages or trust deeds, and any other writing which evidences a right to the
payment of money and is not itself a security agreement or lease, and is of a
type which is, in the ordinary course of business, transferred by delivery with
any necessary endorsement or assignment.

               "IRS" means the Internal Revenue Service and any other
Governmental Authority succeeding to any of its principal functions under the
Code.

               "LIEN" means (a) any interest in Property securing an obligation
owed to, or a claim by, a Person other than the owner of the Property, whether
such interest is based on the common law, statute, or contract, and including
without limitation, a security interest, charge, claim, or lien arising from a
mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit
arrangement, agreement, security agreement, conditional sale or trust receipt or
a lease, consignment or bailment for security purposes; and (b) to the extent
not included under clause (a), any reservation, exception, encroachment,
easement, right-of-way, covenant, condition, restriction, lease or other title
exception or encumbrance affecting Property.

               "LOAN ACCOUNT" means the loan account of the Borrower, which
account shall be maintained by the Lender.

               "LOAN DOCUMENTS" means this Agreement and all other agreements,
instruments, and documents heretofore, now or hereafter evidencing, securing,
guaranteeing or otherwise relating to the Obligations, the Collateral, the
Lender's Liens in the Collateral, or any other aspect of the transactions
contemplated by this Agreement.

               "LONG TERM FIRST MORTGAGE ELIGIBLE MORTGAGE LOAN" means an
Eligible Mortgage Loans  having an original term in excess of fifteen (15)
years, the repayment of which is secured by a First Mortgage.

               "MARGIN" means one and one-quarter of one percent (1.25%).

               "MATERIAL ADVERSE EFFECT" means (a) a material adverse change
in, or a material adverse effect upon, the operations, business, properties,
condition (financial or otherwise) or prospects of the Borrower or the
Collateral; (b) a material impairment of the ability of the Borrower to perform
under any Loan Document and to avoid any Event of Default; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower of any Loan Document.

               "MODIFIED MORTGAGE NOTE " means a Mortgage Note  which, at any
time, either (a) was in default for failure to pay for more than sixty (60) days
after its original contractual due date any payment due thereunder and such
payment default was cured by adjusting or amending the Mortgage Note terms, or
accepting a reduced payment or otherwise, or (b) is a refinance or renewal of a
prior Mortgage Note with the  Mortgage Debtor to accomplish any of the
foregoing.

               "MORTGAGE" means a mortgage or deed of trust, in form
satisfactory to Lender, that secures a Mortgage Note.

               "MORTGAGE DEBTOR" means each Person who is obligated to the
Borrower to perform any duty under or to make any payment pursuant to the terms
of a Mortgage Note.

               "MORTGAGE NOTE" means a note or other evidence of indebtedness
secured by a Mortgage, and all rights and obligations owing to the Borrower
thereunder and all rights under any, and all Security Documents related to the
Mortgage Note.

               "MORTGAGE LOAN" means a loan evidenced by a Mortgage Note.

               "NET MORTGAGE NOTE PAYMENTS" means, as of the date of
determination, the remainder of (a) the Gross Mortgage Note Payments, MINUS (b)
the aggregate amount of all unearned finance charges, unearned points, unearned
fees, and unearned insurance premiums applicable thereto or included therein, as
appropriate.

               "NOTICE OF BORROWING" has the meaning specified in SECTION
2.2(b).

               "OBLIGATIONS" means all present and future loans, advances,
liabilities, obligations, covenants, duties, and debts owing by the Borrower to
the Lender, arising under or pursuant to this Agreement or any of the other Loan
Documents, whether or not evidenced by any note, or other instrument or
document, whether arising from an extension of credit, opening of a letter of
credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct
or indirect (including, without limitation, those acquired by assignment from
others, and any participation by the Lender in the Borrower's debts owing to
others), absolute or contingent, due or to become due, primary or secondary, as
principal or guarantor, and including, without

limitation, all principal, interest, charges, expenses, fees, attorneys' fees,
filing fees and any other sums chargeable to the Borrower hereunder or under any
of the other Loan Documents.

               "OTHER TAXES" means any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Documents.

               "PERSON" means any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, association, corporation,
Governmental Authority, or any other entity.

               "PROPERTY" means any interest in any kind of property or asset,
whether personal or real property, or mixed, or tangible or intangible.

               "RECOURSE TRANSACTION" means a transaction whereby the Borrower
has sold a Mortgage Loan to any Person under an agreement whereby the Borrower
shares, directly or indirectly, the risk of credit loss thereunder, as
determined by the Lender in its reasonable discretion.  Without limiting the
generality of the foregoing, such arrangements include, warranties of
collectability; holdbacks from the sale price; adjustments to the sale price;
guaranties of the Borrower; obligations of the Borrower to repurchase, or
substitute for, under-performing Mortgage Loans; payment to the Borrower of a
portion of the purchase price being conditioned on the purchaser's receipt of
collections on the Mortgage Loans; and "keep-well" arrangements (E.G., any
obligation by the Borrower to transfer, for no additional consideration,
Mortgage Loans to the purchaser based on the non-performance of the Mortgage
Loans sold). The term "Recourse Transaction" shall not include Securitization
Representations and Warranties or the Borrower's obligations to repurchase First
Payment Default Mortgage Notes.

               "REQUIREMENT OF LAW" means, as to any Person, any law (statutory
or common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its Property or to which the Person or any of its Property is subject.

               "RESPONSIBLE OFFICER" means the chief executive officer or the
president of the Borrower, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer or the treasurer of the Borrower, or any
other officer having substantially the same authority and responsibility.

               "REVOLVING LOANS" means, collectively, all Borrowings provided
for under ARTICLE TWO hereof.

               "SECURITY DOCUMENTS" means all security agreements, chattel
mortgages, deeds of trust, Mortgages, or other security instruments, guaranties,
sureties, and agreements of every type and nature securing the obligations of a
Mortgage Debtor under a  Mortgage Note and the Mortgage securing the Mortgage
Note.

               "SECOND MORTGAGE" means a Mortgage the lien of which constitutes
a second Lien on the real property described therein, subject only to (a) a
Senior Lien; (b) Liens for taxes, assessments, or similar governmental charges
not yet due and payable; (c) zoning restrictions, mineral reservations,
easements, covenants, conditions, and restrictions of record which shall neither
defeat nor render invalid such Lien nor materially impair the merchantability or
value of such real property, and (d) such other exceptions to title as have been
approved in writing by the Lender.

               "SECURITIZATION REPRESENTATIONS AND WARRANTIES" means those
representations and warranties customarily made (as determined by the Lender) by
a seller of Mortgage Notes originated by the seller in connection with a
securitization transaction for such Mortgage Notes.  Such representations and
warranties concern such matters as the validity, enforceability and genuineness
of the Mortgage Notes, the completeness of the documents evidencing the Mortgage
Notes, and the seller's ownership of and title to the Mortgage Notes.

               "SENIOR LIEN" means the Lien of a Mortgage that is senior in
priority to another Mortgage.

               "SHORT TERM FIRST/SECOND MORTGAGE ELIGIBLE MORTGAGE LOAN " means
an Eligible Mortgage Loan which is either (a) a Mortgage Loan, the repayment of
which is secured by a Second Mortgage without regard to the original term
thereof, or (b) a Mortgage Loan having an original term of fifteen (15) years or
less, the repayment of which is secured by a First Mortgage.

               "SOLVENT" means when used with respect to any Person that (a)
the fair value of all its assets is in excess of the total amount of its debts
(including contingent liabilities); (b) it is able to pay its debts as they
mature; (c) it does not have unreasonably small capital for the business in
which it is engaged or for any business or transaction in which it is about to
engage; and (d) it is not "insolvent" as such term is defined in Section 101(32)
of the Bankruptcy Code.

               "STATED TERMINATION DATE" means the second anniversary of the
Closing Date.

               "SUBORDINATED DEBT" means all debt of the Borrower which at all
times during the term of this Agreement is (a) subordinated to the Borrower's
Obligations hereunder pursuant to a written subordination agreement, the terms
of which are satisfactory to the Lender in its sole and absolute discretion; and
(b) has a then-remaining term to maturity in excess of twelve (12)

months.

               "SUBSIDIARY" means any corporation of which more than fifty
percent (50.0%) of the outstanding securities of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions), is at the time, directly or indirectly through one or more
intermediaries, owned by the Borrower and/or one or more of its Subsidiaries.

               "TAXES" means any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding such taxes (including income taxes or franchise taxes) as are
imposed on or measured by the Lender's net income by the jurisdiction (or any
political subdivision thereof) under the laws of which such Lender is organized
or maintains a Lending Office.

               "TERMINATION DATE" means the earliest to occur of (i) the Stated
Termination Date, (ii) the date the Total Facility is terminated either by the
Borrower pursuant to SECTION 4.2 or by the Lender pursuant to SECTION 11.2, and
(iii) the date this Agreement is otherwise terminated for any reason whatsoever.

               "TOTAL FACILITY" means Seven Million Five Hundred Thousand
Dollars ($7,500,000).

               "UCC" means the Uniform Commercial Code (or any successor
statute) of the state of New Jersey or of any other state the laws of which are
required by Section 12:A9-103 thereof to be applied in connection with the issue
of perfection of security interests.

               "UNUSED LINE FEE" shall have the meaning given to that term in
SECTION 3.3.

       1.2     ACCOUNTING TERMS.  Any accounting term used in this Agreement
shall have, unless otherwise specifically provided herein, the meaning
customarily given in accordance with GAAP, and all financial computations
hereunder shall be computed, unless otherwise specifically provided herein, in
accordance with GAAP as consistently applied and using the same method for
inventory valuation as used in the preparation of the Financial Statements.

                                  ARTICLE TWO - LOAN
                       
       2.1     REVOLVING LOANS.  Subject to satisfaction of the terms and
conditions of this Agreement, including the conditions precedent set forth in
ARTICLE TEN, the Lender agrees, upon the request of the Borrower, made from time
to time during the period of the Closing Date to the Termination Date, to make
revolving loans ("Revolving Loans") to the Borrower in an amount not to exceed
the lesser of the Total Facility or the Availability; PROVIDED, HOWEVER, no
Borrowings will be made to the Borrower if a Default or an Event of Default
exists.  All such Borrowings shall be added to the Revolving Loans when made.
The Lender, in its sole and absolute discretion, may elect to make Borrowings in
excess of the Availability on one or more occasions, but if it does so, the
Lender shall not be deemed thereby to have changed the limits of the Total
Facility or the Availability.  Immediately upon demand by the Lender for
repayment of such excess, the Borrower shall make such payment, without penalty
or fee.  Such excess shall constitute part of the Revolving Loans hereunder and
shall be subject to all of the terms and conditions of this Agreement.  If the
sum of the outstanding Revolving Loans exceeds the Availability, the Lender may
refuse to make or otherwise restrict the making of Revolving Loans as the Lender
determines until such excess has been eliminated.

       2.2     BORROWING PROCEDURE. (a)  Each Borrowing shall be made upon the
Borrower's irrevocable written notice delivered to the Lender in the form of a
Notice of Borrowing (which notice must be received by the Lender prior to 11:00
a.m. (Cherry Hill, New Jersey time) on the requested Funding Date, specifying
(i) the amount of the Borrowing and (ii) the requested Funding Date, which shall
be a Business Day.  In lieu of delivering the above-described Notice of
Borrowing, the Borrower may give the Lender telephonic notice of such request by
the required time, with such telephonic notice to be confirmed in writing within
twenty-four (24) hours of the giving of such notice but the Lender shall be
entitled to rely on the telephonic notice in making such Revolving Loans.

               (b)     On or prior to the Closing Date and thereafter prior to
any change with respect to any of the information contained in the following
clauses (i) and (ii), the Borrower shall deliver to the Lender a writing setting
forth (i) the account of the Borrower to which the Lender is authorized to
transfer the proceeds of the Revolving Loans requested pursuant to this SECTION
2.2, and (ii) the names of the officers authorized to request Revolving Loans on
behalf of the Borrower, and shall provide the Lender with a specimen signature
of each such officer.  The Lender shall be entitled to rely conclusively on such
officer's authority to request Revolving Loans on behalf of the Borrower, the
proceeds of which are to be transferred to any of the accounts specified by the
Borrower pursuant to the immediately preceding sentence, until the Lender
receives written notice to the contrary.  The Lender shall have no duty to
verify the identity of any individual representing himself as one of the
officers authorized by the Borrower to make such requests on its behalf.

               (c)     NO LIABILITY.  The Lender shall not incur any liability
to the Borrower as a result of acting upon any notice referred to in SECTIONS
2.2(a) and (b), which notice the Lender believes in good faith to have been
given by an officer duly authorized by the Borrower to request Revolving Loans
on its behalf or for otherwise acting in good faith under this SECTION 2.2, and
the crediting of Revolving Loans to the Borrower's deposit account, or
transmittal to such Person as the Borrower shall direct, shall conclusively
establish the obligation of the Borrower to repay such Revolving Loans as
provided herein.

               (d)     NOTICE IRREVOCABLE.  Any Notice of Borrowing (or
telephonic notice in lieu thereof) made pursuant to SECTION 2.2(a) shall be
irrevocable and the Borrower shall be bound to borrow the funds requested
therein in accordance therewith.

                      ARTICLE THREE - INTEREST AND OTHER CHARGES
             
       3.1     INTEREST.  (a)  All outstanding Obligations shall bear interest
on the unpaid principal amount thereof (including, to the extent permitted by
law, on interest thereon not paid when due) from the date made until paid in
full in cash at a rate determined by reference to the Base Rate, but not to
exceed the Maximum Rate described in SECTION 3.2.  Except as otherwise provided
herein, all Revolving Loans and other Obligations, shall bear interest at a
fluctuating per annum rate equal to the Base Rate plus the Margin.  Each change
in the Base Rate shall be reflected in the interest rate described above as of
the effective date of such change.  All interest charges shall be computed on
the basis of a year of three hundred sixty (360) days and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year).  Interest accrued on all Revolving Loans will be payable in
arrears on the fifteenth day of each month following the month with respect to
which such interest is payable.

               (b)  If any Default or Event of Default occurs and is continuing
and the Lender in its discretion so elects, then, while any such Default or
Event of Default is outstanding, all of the Obligations shall bear interest at
the Default Rate applicable thereto.

       3.2     MAXIMUM INTEREST RATE.  In no event shall any interest rate
provided for hereunder exceed the maximum rate permissible for corporate
borrowers under applicable law for loans of the type provided for hereunder (the
"Maximum Rate").  If, in any month, any interest rate, absent such limitation,
would have exceeded the Maximum Rate, then the interest rate for that month
shall be the Maximum Rate, and, if in future months, that interest rate would
otherwise be less than the Maximum Rate, then that interest rate shall remain at
the Maximum Rate until such time as the amount of interest paid hereunder equals
the amount of interest which would have been paid if the same had not been
limited by the Maximum Rate.  In the event that, upon payment in full of the
Obligations under this Agreement, the total amount of interest paid or accrued
under the terms of this Agreement is less than the total amount of interest
which

would, but for this SECTION 3.2, have been paid or accrued if the interest rates
otherwise set forth in this Agreement had at all times been in effect, then the
Borrower shall, to the extent permitted by applicable law, pay the Lender an
amount equal to the difference between (a) the lesser of (i) the amount of
interest which would have been charged if the Maximum Rate had, at all times,
been in effect or (ii) the amount of interest which would have accrued had the
interest rates otherwise set forth in this Agreement, at all times, been in
effect and (b) the amount of interest actually paid or accrued under this
Agreement.  In the event that a court determines that the Lender has received
interest and other charges hereunder in excess of the Maximum Rate, such excess
shall be deemed received on account of, and shall automatically be applied to
reduce, the Obligations other than interest, in the inverse order of maturity,
and if there are no Obligations outstanding, the Lender shall refund to the
Borrower such excess.

       3.3     UNUSED LINE FEE.  The Borrower agrees to pay, on the fifteenth
day of each month and on the Termination Date an unused line fee equal to five-
sixteenthsof one percent (0.3125%)per annum on the average daily amount by which
the Total Facility exceeded the sum of the average daily closing unpaid amount
of the Revolving Loans during the immediately preceding month or shorter period
if calculated on the Termination Date.  The unused line fee shall be computed on
the basis of a three hundred sixty (360)-day year for the actual number of days
elapsed and shall commence to accrue on the thirty-first day following the
Closing Date.

       3.4     AUDIT FEES.  The Borrower agrees to pay monthly to the Lender an
audit fee to reimburse the Lender for the costs and fees incurred by the
Lender's internal auditors in connection with audits of the Borrower performed
by them during the term of this Agreement.  Prior to the occurrence of an Event
of Default, the monthly audit fee shall be equal to one-twelfth of one-tenth of
one percent (.000083333%) of the aggregate amount of the Net Mortgage Note
Payments payable under all of the Borrower's Mortgage Notes included in the
Collateral, calculated as of the last day of the month immediately preceding the
monthly audit fee payment due date; PROVIDED, HOWEVER, in no event shall the
monthly audit fee be less than $416.67, nor more than $791.67. The monthly audit
fee shall be payable on the fifteenth day of each month, commencing with the
month immediately following the date appearing on page one of this Agreement.
Upon the occurrence of any Event of Default, the Borrower shall pay, on demand,
all of the Lender's costs incurred in connection with the verification, audit,
and inspection of the Collateral without regard to the foregoing limitations.

                       ARTICLE FOUR - PAYMENTS AND PREPAYMENTS
     
       4.1     PAYMENT OF REVOLVING LOANS.  The Borrower shall repay the
outstanding principal balance of the Revolving Loans, plus all accrued but
unpaid interest thereon, on the Termination Date. The Borrower may prepay
Revolving Loans at any time, and reborrow subject to the terms of this
Agreement.  In addition, and without limiting the generality of the foregoing,
the

Borrower shall pay to the Lender the amount, by which the sum of outstanding
Revolving Loans exceed Borrower's Availability and/or the Total Facility.

       4.2     TERMINATION OF FACILITY.  The Borrower may terminate this
Agreement upon at least ten (10) Business Days' notice to the Lender upon
(a) the payment in full of all outstanding Revolving Loans, together with
accrued interest thereon, (b) the payment of the early termination fee set forth
in the next sentence, and (c) the payment in full in cash and the performance,
as appropriate, of all other Obligations together with accrued interest thereon.
If this Agreement is terminated at any time prior to the Stated Termination Date
for any reason whatsoever, the Borrower shall pay to the Lender an early
termination fee determined in accordance with the following table:

       Period During Which Early
       Termination Occurs                      Early Termination Fees
       ------------------                      ----------------------

       On or prior to the first                Two and one-half percent
       anniversary of the Closing Date         (2.5%) of the Total Facility

       After the first anniversary of the
       Closing Date, but prior to the second          One-half of one percent
       anniversary of the Closing Date         (0.5%) of the Total Facility

       Notwithstanding the foregoing, the early termination fee shall be equal
to zero, instead of the amount indicated above, if (A) the provisions of
SUBSECTION 5.1(b) apply or (B)(1) the Borrower, at any time, requests an
increase in the Total Facility by an amount which is not less than Five Million
Dollars ($5,000,000), but not more than Twelve Million Five Hundred Thousand
Dollars ($12,500,000), without any other changes to any of the other provisions
of this Agreement, (2) no Default or Event of Default has occurred within one
hundred eighty (180) days of the request which remains uncured or has not been
waived by the Lender, (3) the Lender does not, within ninety (90) days of such
request, agree to increase the Total Facility by the requested amount, and (4)
the average daily closing unpaid balance of the Revolving Loans for the sixty
(60) day period immediately preceding the expiration of such ninety (90) day
period is equal to or greater than seventy-five percent (75%) of the Total
Credit Facility.

       4.3     PAYMENTS BY THE BORROWER.  All payments to be made by the
Borrower shall be made without set-off, recoupment or counterclaim.  Except as
otherwise expressly provided herein, all payments by the Borrower shall be made
to the Lender at the Lender's address set forth in SECTION 14.7, and in
immediately available funds, no later than 1:00 p.m. (Cherry Hill, New Jersey
time) on the date specified herein.  Any payment received by the Lender later
than 1:00 p.m. (Cherry Hill, New Jersey time) shall be deemed to have been
received on the following Business Day and any applicable interest or fee shall
continue to accrue until such

following Business Day.

       4.4     PAYMENTS AS REVOLVING LOANS.  All payments of principal,
interest, fees, premiums and other sums payable hereunder, including all
reimbursement for expenses pursuant to SECTION 14.6, may, at the option of the
Lender, in its sole discretion, subject only to the terms of this SECTION 4.4,
be paid from the proceeds of Revolving Loans made hereunder, whether made
following a request by the Borrower pursuant to SECTION 2.2 or a deemed request
as provided in this SECTION 4.4.  The Borrower hereby irrevocably authorizes the
Lender to charge the Loan Account for the purpose of paying principal, interest,
fees, premiums and other sums payable hereunder, including reimbursing expenses
pursuant to SECTION 14.6, and agrees that all such amounts charged shall
constitute Revolving Loans and that all such Revolving Loans so made shall be
deemed to have been requested by the Borrower pursuant to SECTION 2.1.

       4.5     APPORTIONMENT, APPLICATION AND REVERSAL OF PAYMENTS.  All
payments shall be remitted to the Lender and all such payments not relating to
principal or interest of specific Revolving Loans, or not constituting payment
of specific fees, and all proceeds of  the Collateral received by the Lender,
shall be applied subject to the provisions of this Agreement, FIRST, to pay any
fees, or expense reimbursements then due to the Lender from the Borrower;
SECOND, to pay interest due in respect of all Revolving Loans; THIRD, to pay or
prepay principal of the Revolving Loans; and FOURTH, to the payment of any other
Obligation due to the Lender by the Borrower.  The Lender shall have the
continuing and exclusive right to apply and reverse and reapply any and all such
proceeds and payments to any portion of the Obligations.

       4.6     INDEMNITY FOR RETURNED PAYMENTS.  If, after receipt of any
payment of, or proceeds applied to the payment of, all or any part of the
Obligations, the Lender is for any reason compelled to surrender such payment or
proceeds to any Person, because such payment or application of proceeds is
invalidated, declared fraudulent, set aside, determined to be void or voidable
as a preference, impermissible setoff, or a diversion of trust funds, or for any
other reason, then the Obligations or part thereof intended to be satisfied
shall be revived and continue and this Agreement shall continue in full force as
if such payment or proceeds had not been received by the Lender, and the
Borrower shall be liable to pay to the Lender, and hereby does indemnify the
Lender and hold the Lender harmless for, the amount of such payment or proceeds
surrendered.  The provisions of this SECTION 4.6 shall be and remain effective
notwithstanding any contrary action which may have been taken by the Lender in
reliance upon such payment or application of proceeds, and any such contrary
action so taken shall be without prejudice to the Lenders' rights under this
Agreement and shall be deemed to have been conditioned upon such payment or
application of proceeds having become final and irrevocable.  The provisions of
this SECTION 4.6 shall survive the termination of this Agreement.

       4.7     LENDER'S AND LENDERS' BOOKS AND RECORDS; MONTHLY STATEMENTS. The
Borrower agrees that the Lender's books and records showing the Obligations and
the transactions pursuant

to this Agreement and the other Loan Documents shall be admissible in any action
or proceeding arising therefrom, and shall constitute rebuttably presumptive
proof thereof, irrespective of whether any Obligation is also evidenced by a
promissory note or other instrument.  The Lender will provide to the Borrower a
monthly statement of the Revolving Loans, payments, and other transactions
pursuant to this Agreement.  Such statement shall be deemed correct, accurate,
and binding on the Borrower and an account stated (except for reversals and
reapplications of payments made as provided in SECTION 4.5 and corrections of
errors discovered by the Lender), unless the Borrower notifies the Lender in
writing to the contrary within thirty (30) days after such statement is
rendered.  In the event a timely written notice of objections is given by the
Borrower, only the items to which exception is expressly made will be considered
to be disputed by the Borrower.

                           ARTICLE FIVE - YIELD PROTECTION
             
       5.1     INCREASED COSTS AND REDUCTION OF RETURN.  (a) If the Lender
shall have determined that (i) the introduction of any Capital Adequacy
Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change
in the interpretation or administration of any Capital Adequacy Regulation by
any central bank or other Governmental Authority charged with the interpretation
or administration thereof, or (iv) compliance by the Lender or any corporation
controlling the Lender with any Capital Adequacy Regulation, affects or would
affect the amount of capital required or expected to be maintained by the Lender
or any corporation controlling the Lender and (taking into consideration the
Lender's or such corporation's policies with respect to capital adequacy and the
Lender's desired return on capital) determines that the amount of such capital
is increased as a consequence of the Total Facility, loans, credits or
obligations under this Agreement, then, upon demand of the Lender, the Borrower
shall pay to the Lender, from time to time as specified by the Lender,
additional amounts sufficient to compensate the Lender for such increase.

               (b)     In the event that the Lender gives the Borrower a notice
pursuant to this SECTION 5.1, the Borrower may terminate this Agreement in
accordance with SECTION 4.2 within six (6) months of the date of the Borrower's
receipt of the Lender's certificate described in SECTION 5.2 and shall not be
obligated to pay an early termination fee.

       5.2     CERTIFICATES OF LENDER.  The Lender claiming reimbursement or
compensation under this ARTICLE FIVE shall deliver to the Borrower a certificate
setting forth in reasonable detail the amount payable to the Lender hereunder
and such certificate shall be conclusive and binding on the Borrower in the
absence of manifest error.

       5.3     SURVIVAL.  The agreements and obligations of the Borrower in
this ARTICLE FIVE shall survive the payment of all other Obligations.

                               ARTICLE SIX - COLLATERAL

       6.1     GRANT OF SECURITY INTEREST.  As security for all Obligations,
the Borrower hereby grants to the Lender a continuing security interest in, lien
on, and right of setoff against, all of the following Property of the Borrower,
whether now owned or existing or hereafter acquired or arising, regardless of
where located: (a) all Mortgage Notes and Mortgages delivered to or otherwise in
the possession of the Lender, and any returned or repossessed Property relating
thereto; (b) all General Intangibles; (c) all money, securities and other
Property of any kind of the Borrower in the possession or under the control of
the Lender, or a bailee of the Lender or the Lender's affiliates; (d) all
deposit accounts, credits and balances with and other claims against the Lender
or any of its Affiliates or any other financial institution in which the
Borrower maintains deposits to the extent they contain or arise from the
Proceeds of the property described in clauses (a), (b), and (c) of this section;
(e) all books, records and other Property related to or referring to any of the
foregoing, including, without limitation, books, records, account ledgers, data
processing records, computer software and other Property and General Intangibles
at any time evidencing or relating to any of the foregoing; (g) all accessions
to, substitutions for and replacements, products and proceeds of any of the
foregoing, including, but not limited to, proceeds of any insurance policies,
claims against third parties, and condemnation or requisition payments with
respect to all or any of the foregoing; and (h) proceeds of proceeds, Property,
Property rights, privileges and benefits arising out of, from the enforcement
of, or in connection with the Mortgage Notes and Mortgages delivered to the
Lender, the Property rights and the policies of insurance referred to above, and
all credit balances in favor of the Borrower on the Lender's books.  All of the
foregoing and all other Property of the Borrower in which the Lender may at any
time be granted a Lien, is herein collectively referred to as the "Collateral."
All of the Obligations shall be secured by all of the Collateral.

       6.2     PERFECTION AND PROTECTION OF SECURITY INTEREST.         (a)  The
Borrower shall, at its expense, perform all steps requested by the Lender at any
time to perfect, maintain, protect, and enforce the Lender's Liens in the
Collateral, including, without limitation:  (i) executing and filing financing
or continuation statements, and amendments thereof, in form and substance
satisfactory to the Lender; (ii) delivering to the Lender the originals of all
Instruments, documents, and chattel paper, and all other Collateral of which the
Lender determines it should have physical possession in order to perfect and
protect the Lender's security interest therein, duly pledged, endorsed or
assigned to the Lender without restriction; (iii) placing notations on the
Borrower's books of account to disclose the Lender's security interest; and (iv)
taking such other steps as are deemed necessary or desirable by the Lender to
maintain and protect the Lender's Liens in the Collateral.  To the extent
permitted by applicable law, the Lender may file, without the Borrower's
signature, one or more financing statements disclosing the Lender's Liens in the
Collateral.  The Borrower agrees that a carbon, photographic, photostatic, or
other

reproduction of this Agreement or of a financing statement is sufficient as a
financing statement.

               (b)     promptly after acquiring or originating any Mortgage
Loan to be included in the Collateral and before such Mortgage Loan is included
in the Borrower's Availability, the Borrower shall deliver to the Lender:

                       (i)     the Mortgage Note properly and effectively
endorsed in blank;

                       (ii)    the original or a certified copy of the Mortgage
securing repayment of the Mortgage Note which reflects all recording information
(E.G., book/page or instrument number) or if the original or a certified copy of
the Mortgage (with recording data) is unavailable, then evidence satisfactory to
the Lender that the Mortgage is in the process of being recorded, together with
a copy of the original Mortgage being recorded (the original or certified copy
of the recorded Mortgage is to be delivered by the Borrower to the Lender
immediately upon receipt thereof); and

                       (iii)  executed assignment (in recordable form) of the
Mortgage for such Mortgage Note (which assignment may be recorded by the Lender
at any time that the Borrower's Excess Availability is less than five percent
(5%) of the Revolving Loan balance, as determined by the Lender in its sole
discretion) or an Event of Default has occurred which is uncured or which has
not been waived by the Lender.

               (c)     If any Collateral is at any time in the possession or
control of any bailee or any of the Borrower's agents, then the Borrower shall
notify the Lender thereof and shall notify such Person of the Lender's security
interest in such Collateral and, upon the Lender's request, instruct such Person
to hold all such Collateral for the Lender's account subject to the Lender's
instructions.

               (d)     From time to time, the Borrower shall, upon the Lender's
request, execute and deliver confirmatory written instruments pledging to the
Lender the Collateral with respect to the Borrower, but the Borrower's failure
to do so shall not affect or limit the Lender's security interest or the
Lender's other rights in and to the Collateral with respect to the Borrower.  So
long as this Agreement is in effect and until all Obligations have been fully
satisfied, the Lender's Liens in the Collateral shall continue in full force and
effect in all Collateral (whether or not deemed eligible for the purpose of
calculating the Availability or as the basis for any advance, loan, extension of
credit, or other financial accommodation).

       6.3     LOCATION OF COLLATERAL.  The Borrower represents and warrants to
the Lender that:  (a) SCHEDULE 6.3 is a correct and complete list of the
Borrower's chief executive office, the location of its books and records, the
locations of the Collateral with respect to the Borrower (except for Collateral
in the possession of the Lender), and the locations of all of its other places

of business.  The Borrower covenants and agrees that it will not (a) maintain
any Collateral with respect to the Borrower at any location other than those
locations listed for the Borrower on SCHEDULE 6.3, (b) otherwise change or add
to any of such locations, or (c) change the location of its chief executive
office from the location identified in SCHEDULE 6.3, unless it gives the Lender
at least thirty (30) days' prior written notice thereof and executes any and all
financing statements and other documents that the Lender requests in connection
therewith, or (d) store the Collateral at those locations other than in fire-
resistant, metal cabinets.

       6.4     TITLE TO, LIENS ON, AND SALE OF COLLATERAL.  The Borrower
represents and warrants to the Lender and agrees with the Lender that: (a) all
of the Collateral is and will continue to be owned solely by the Borrower free
and clear of all Liens whatsoever, except for Liens in favor of the Lender;
(b) the Lender's Liens in the Collateral will not be subject to any prior Lien;
(c) the Borrower will use, store, and maintain the Collateral with all
reasonable care; and (d) the Borrower will not, without the Lender's prior
written approval, sell, or dispose of or permit the sale or disposition of any
of the Collateral except in the ordinary course of the Borrower's business and
in accordance with the procedures specified in this Agreement.  The inclusion of
proceeds in the Collateral shall not be deemed to constitute the Lender's
consent to any sale or other disposition of the Collateral except as expressly
permitted herein.

       6.5     APPRAISALS.  Whenever an Event of Default exists the Borrower
shall, at its expense and upon the Lender's request, provide the Lender with
appraisals or updates thereof of any or all of the Collateral from an appraiser,
and prepared on a basis, satisfactory to the Lender, such appraisals and updates
to include, without limitation, information required by applicable law and
regulation and by the internal policies of the Lender.

       6.6     ACCESS AND EXAMINATION.  The Lender may at all reasonable times
(and at any time when a Default or Event of Default exists) have access to,
examine, audit, make extracts from or copies of and inspect any or all of the
Borrower's records, files, and books of account and the Collateral, and discuss
the Borrower's affairs with the Borrower's officers and management and
independent public accountants (and by this provision the Borrower hereby
authorizes said accountants to discuss with the Lender the finances and affairs
of the Borrower and each of its subsidiaries).  The Borrower will deliver to the
Lender any instrument necessary for the Lender to obtain records from any
service bureau maintaining records for the Borrower.  The Lender may, at any
time and at the Borrower's expense, make copies of all of the Borrower's books
and records, or require the Borrower to deliver such copies to the Lender.  The
Lender may, without expense to the Lender, use such of the Borrower's respective
personnel, supplies, and premises as may be reasonably necessary for maintaining
or enforcing the Lender's Liens in the Collateral.  The Lender shall have the
right, at any time, in the Lender's name or in the name of a nominee of the
Lender, to verify the validity, amount or any other matter relating to the
Mortgage Loans, or other Collateral, by mail, telephone, or otherwise.  In the
event of any litigation between the Borrower and the Lender, any right of civil

discovery shall be in addition to, but not in lieu of, the Lender's rights under
this SECTION 6.6.

       6.7     COLLATERAL REPORTING.  The Borrower shall provide the Lender, by
the fifteenth day of each month, with the following documents at the following
times in form satisfactory to the Lender: (a) a collateral and loan status
report on forms provided by the Lender (or such other form approved by Lender),
(b) an ageing of the Borrower's Mortgage Loans included in the Collateral,
listing each Mortgage Note under which any payment due thereunder is thirty-one
(31) or more days past due, as determined on a contractual basis, together with
a reconciliation to the previous month's ageing of the Borrower's Mortgage Loans
included in the Collateral and to the Borrower's general ledger; and (c) such
other reports as to the Collateral of the Borrower as the Lender shall
reasonably request from time to time; and (d) with the delivery of each of the
foregoing, a certificate of an officer of the Borrower certifying as to the
accuracy and completeness of the foregoing.  If any of the Borrower's records or
reports of the Collateral are prepared by an accounting service or other agent,
the Borrower hereby authorizes such service or agent to deliver such records,
reports, and related documents to the Lender.

       6.8     MORTGAGE Loans.  (a) The Borrower hereby represents and warrants
to the Lender respect to the Borrower's Mortgage Loans included in the
Collateral, that:  (i) each existing Mortgage Note represents, and each future
Mortgage Note will represent, a BONA FIDE obligation of the Mortgage Debtor,
enforceable in accordance with its terms, and the Borrower does not know of any
fact which impairs or will impair the validity of any such Mortgage Note; (ii)
each existing Mortgage Note is, and each future Mortgage Note will be, for a
liquidated amount payable by the  Mortgage Debtor thereon on the terms set forth
in the Mortgage Note therefor or in the schedule thereof delivered to the
Lender, without any offset, deduction, defense (including the defense of usury),
or counterclaim except those known to the Borrower and disclosed to the Lender
pursuant to this Agreement; (iii) there is only one original counterpart of the
Mortgage Note executed by the Mortgage Debtor (with the possible exception of
one duplicate original counterpart which, if in existence, is in the Mortgage
Debtor's sole possession); (iv) no payment will be received with respect to any
Mortgage Note, and no credit, discount, or extension, or agreement therefor will
be granted on any Mortgage Note, except expressly permitted under the terms of
this Agreement and as reported to the Lender in accordance with this Agreement;
(v) each Mortgage Note correctly sets forth the terms thereof between the
Borrower and the Mortgage Debtor, including the interest rate applicable thereto
and correctly  describes the subject real property collateral; (vi) the
signatures of all Mortgage Debtors are genuine and, to the knowledge of the
Borrower, each Mortgage Debtor had the legal capacity to enter into and execute
such documents on the date thereof; (vii) any Requirement of Law, the
noncompliance with which may have an adverse impact on the value, enforceability
or collectability of the Mortgage Notes has been complied with by the Borrower;
and (viii) the Borrower has not used illegal, improper, fraudulent or deceptive
marketing techniques or unfair business practices with respect to the Mortgage
Notes.

               (b)     The Borrower shall not accept any note or other
Instrument (except a check or other Instrument for the immediate payment of
money) with respect to any Mortgage Note included in the Collateral without the
Lender's written consent.  If the Lender consents to the acceptance of any such
Instrument, it shall be considered as evidence of the Mortgage Note and not
payment thereof and the Borrower will promptly deliver such Instrument to the
Lender,

endorsed by the Borrower to the Lender in a manner satisfactory in form and
substance to the Lender.  Regardless of the form of presentment, demand, notice
of protest with respect thereto, the  Mortgage Debtor shall remain liable
thereon until such instrument is paid in full.

               (c)     No discount, credit or allowance shall be granted to any
such Mortgage Debtor without the Lender's prior written consent, except for
discounts, credits and allowances made or given in the ordinary course of the
Borrower's business when no Event of Default exists hereunder.  The Lender may,
at all times when an Event of Default exists hereunder, settle or adjust
disputes and claims directly with Mortgage Debtors for amounts and upon terms
which the Lender shall consider advisable and, in all cases, the Lender will
credit the Borrower's Loan Account with only the net amounts received by the
Lender in payment of any Mortgage Notes.

       6.9     COLLECTION OF MORTGAGE LOANS; PAYMENTS.  (a) Within ninety (90)
days of the Closing Date, the Borrower shall establish a Collection Account, in
accordance with the Collection Account Agreement, for collections of the
Collateral at a bank acceptable to the Lender.  Subject to the Lender's rights
under SECTION 11.2 below so long as an Event of Default shall have occurred and
be continuing or the Borrower's Excess Availability is at any time less than
five percent (5%) of the Revolving Loan Balance, the Borrower shall immediately,
upon receipt thereof, deposit all cash proceeds of the Collateral (including,
for example, all regular monthly payments received in connection with the
Collateral) into the Collection Account and only the Lender shall have a right
to withdraw any funds from the Collection Account.  The Lender shall permit the
Borrower to cease depositing funds into the Collection Account in the event (i)
the Borrower's Excess Availability is, at all times, equal to or greater than
five percent (5%) of the Revolving Loan balance during any ninety (90)
consecutive-day period following the date of termination of the Borrower's
Collection Account withdrawal rights and no Default or Event of Default occurs
during that period, where the Borrower's withdrawal rights were terminated
because of inadequate Excess Availability or (ii) the Lender, in its sole
discretion, waives or allows to be cured (if curable) the Event of Default which
resulted in the termination of the Borrower's withdrawal rights and no
additional grounds for terminating the Borrower's withdrawal rights (E.G., a new
Default or Event of Default) occurs during any ninety (90) consecutive-day
period following the date of termination of the Borrower's Collection Account
withdrawal rights, where the Borrower's withdrawal rights were terminated
because of the occurrence of an Event of Default.

               (b)     During the period that the Borrower's withdrawal rights
with respect to the Collection Account have been terminated, all payments,
including immediately available funds received by the Lender at a bank
designated in the Collection Agreement on account of the Collateral or as
proceeds of other Collateral will be the Lender's sole Property for the benefit
of the Lender and will be credited to the Borrower's Loan Account (conditional
upon final collection).

       6.10    RIGHT TO CURE.  The Lender may, in its discretion, pay any
amount or do any act required of the Borrower hereunder or under any other Loan
Document in order to preserve, protect, maintain or enforce the Obligations, the
Collateral or the Lender's Liens therein, and which the Borrower fails to pay or
do, including, without limitation, payment of any judgment against the Borrower,
any insurance premium, any landlord's claim, and any other Lien upon or with
respect to the Collateral.  All payments that the Lender makes under this
SECTION 6.10 and all out-of-pocket costs and expenses that the Lender pays or
incurs in connection with any action taken by it hereunder shall be charged to
the Borrower's Loan Account as a Revolving Loan.  Any payment made or other
action taken by the Lender under this SECTION 6.10 shall be without prejudice to
any right to assert an Event of Default hereunder and to proceed thereafter as
herein provided.

       6.11    POWER OF ATTORNEY.  The Borrower hereby appoints the Lender and
the Lender's designee as the Borrower's attorney, with power to do all of the
following when an Event of Default has occurred and is continuing:  (a) to
endorse the Borrower's name on any checks, notes, acceptances, money orders, or
other forms of payment or security that come into the Lender's possession; (b)
to sign the Borrower's name on any Mortgage Note, Mortgage, Mortgage release
document, or other document relating to any of the Collateral, on drafts against
customers, on assignments of Mortgage Notes, on notices of assignment, financing
statements and other public records; (c) to notify the post office authorities,
when an Event of Default exists, to change the address for delivery of the
Borrower's mail to an address designated by the Lender and to receive, open and
dispose of all mail addressed to the Borrower; (d) to send requests for
verification of Mortgage Notes to Mortgage Debtors; and (e) to do all things
necessary to carry out this Agreement.  The Borrower ratifies and approves all
acts of such attorney.  Neither the Lender nor its attorneys will be liable for
any acts or omissions or for any error of judgment or mistake of fact or law.
This power, being coupled with an interest, is irrevocable until this Agreement
has been terminated and the Obligations have been fully satisfied.

       6.12    LENDER' RIGHTS, DUTIES AND LIABILITIES.  The Borrower assumes
all responsibility and liability arising from or relating to the use, sale or
other disposition of the Collateral.  The Lender shall use the same standard of
care in storing and maintaining the    Collateral in its possession as it
exercises for like documents and Property which it holds for its own account.
Except as provided in the foregoing sentence, neither the Lender, nor any of its
respective officers, directors, employees or agents shall be liable or
responsible in any way for the safekeeping of any of the Collateral, or for any
loss or damage thereto, or for any diminution in the value thereof, or for any
act of default of any warehouseman, carrier, forwarding agency or other person
whomsoever, all of which shall be at the Borrower's sole risk.  The Obligations
shall not be affected by any failure of the Lender to take any steps to perfect
the Lender's Liens in the Collateral or to collect or realize upon the
Collateral, nor shall loss of or damage to the Collateral release the Borrower
from any of the Obligations.  The Lender may (but shall not be

required to) following an Event of Default and acceleration the Obligations,
without notice to or consent from the Borrower, sue upon or otherwise collect,
extend the time for payment of, modify or amend the terms of, compromise or
settle for cash, credit, or otherwise upon any terms, grant other indulgences,
extensions, renewals, compositions, or releases, and take or omit to take any
other action with respect to the Collateral, any security therefor, any
agreement relating thereto, any insurance applicable thereto, or any Person
liable directly or indirectly in connection with any of the foregoing, without
discharging or otherwise affecting the liability of the Borrower for the
Obligations or under this Agreement or any other agreement now or hereafter
existing between the Lender and the Borrower.

       6.13    PROTECTION OF COLLATERAL.  The Borrower shall pay all expenses
of protecting, storing, insuring, handling, maintaining, and shipping the
Collateral and any and all excise, property, sales, and use taxes levied by any
state, federal or local authority on any of the Collateral or in respect of the
sale thereof.

       6.14    SERVICING OF MORTGAGE LOANS.  The Borrower shall collect all
payments and other proceeds of the Collateral and deposit the proceeds into the
Collection Account and perform customary insurance follow-up with respect to
each policy of insurance covering the Property which is the subject of the
Mortgage Loans included in the Collateral.

       6.15    BORROWER'S OFFICE.  The Borrower's chief executive office is
located at the address stated on page one of this Agreement, and the Borrower
covenants and agrees that it will not, without prior written notification to the
Lender, relocate said chief executive office.

       6.16    PERMITTED SALES OF MORTGAGE LOANS.  The Borrower shall not sell
any of  the Mortgage Loans included in the Collateral to any Person without
prior notice to and the consent of the Lender.  The Lender may withhold its
consent to any such sale if the Lender determines that such sale, after giving
effect thereto, would result in a Default or Event of Default.  The proceeds of
all such sales shall be paid directly to the Lender by the purchaser and shall
be applied to the Borrower's outstanding Obligations in accordance with the
terms of this Agreement.

          ARTICLE SEVEN - BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
    
       7.1     BOOKS AND RECORDS.  The Borrower shall maintain, at all times,
correct and complete books, records and accounts in which complete, correct and
timely entries are made of its transactions in accordance with GAAP applied
consistently with the audited Financial Statements required to be delivered
pursuant to SECTION 7.2(a).  The Borrower shall, by means of appropriate
entries, reflect in such accounts and in all Financial Statements proper
liabilities and reserves for all taxes and proper provision for depreciation and
amortization of property and bad

debts, all in accordance with GAAP.  The Borrower shall maintain at all times
books and records pertaining to the Collateral in such detail, form and scope as
the Lender shall reasonably require, including, but not limited to, records of
(a) all payments received and all credits and extensions granted with respect to
the Mortgage Loans included in the Collateral; and (b) all other dealings
affecting the Collateral.  The Borrower shall maintain a system, satisfactory to
the Lender, for duplicating and storing, at a secure location, a back-up set of
books and records concerning the Collateral.  In addition, the Borrower shall
maintain a credit file for each Mortgage Debtor, containing financial
information reflecting the creditworthiness of each Mortgage Debtor.

       7.2     FINANCIAL INFORMATION.  The Borrower shall promptly furnish to
the Lender, all such financial information as the Lender shall reasonably
request, and notify its auditors and accountants that the Lender is authorized
to obtain such information directly from them.  Without limiting the foregoing,
the Borrower will furnish to the Lender, in such detail as the Lender shall
request, the following:

               (a)     As soon as available, but in any event not later than
one hundred twenty (120) days after the close of each Fiscal Year, consolidated
audited balance sheets, and statements of income and expense, cash flow and of
stockholders' equity for the Borrower and ABFS for such Fiscal Year, and the
accompanying notes thereto, setting forth in each case in comparative form
figures for the previous Fiscal Year, all in reasonable detail, fairly
presenting the financial position and the results of operations of the Borrower
as at the date thereof and for the Fiscal Year then ended, and prepared in
accordance with GAAP.  Such statements shall be examined in accordance with
generally accepted auditing standards by and, in the case of such statements
performed on a consolidated basis, accompanied by a report thereon unqualified
as to scope of independent certified public accountants selected by the Borrower
and reasonably satisfactory to the Lender.  The Borrower, simultaneously with
retaining such independent public accountants to conduct such annual audit,
shall send a letter to such accountants, with a copy to the Lender, notifying
such accountants that one of the primary purposes for retaining such
accountants' services and having audited financial statements prepared by them
is for use by the Lender.

               (b)     As soon as available, but in any event not later than
fifty (50) days after the end of each quarter in each Fiscal Year, consolidated
unaudited balance sheet of the ABFS as at the end of such quarter, and
consolidated and unaudited statements of income and expense for the period from
the beginning of the Fiscal Year to the end of such quarter, all in reasonable
detail, fairly presenting the financial position and results of operations of
ABFS as at the date thereof and for such periods, and prepared in accordance
with GAAP applied consistently with the audited Financial Statements required to
be delivered pursuant to SECTION 7.2(a).

               (c)     As soon as available, but in any event not later than
forty-five (45) days after the end of each month, consolidated and consolidating
unaudited balance sheets of the

Borrower as at the end of such month, and consolidated and unaudited statement
of income and expense for  the Borrower for such month and for the period from
the beginning of the Fiscal Year to the end of such month, all in reasonable
detail, fairly presenting the financial position and results of operations of
the Borrower as at the date thereof and for such periods, and prepared in
accordance with GAAP applied consistently with the audited Financial Statements
required to be delivered pursuant to SECTION 7.2(a).  The Borrower shall certify
by a certificate signed by its the chief financial officer that all such
statements have been prepared in accordance with GAAP and present fairly,
subject to normal year-end adjustments, the Borrower's financial position as at
the dates thereof and its results of operations for the periods then ended.

               (d)     With each of the audited Financial Statements delivered
pursuant to SECTION 7.2(a), a certificate of the independent certified public
accountants that examined such statement to the effect that they have reviewed
and are familiar with this Agreement and that, in examining such Financial
Statements, they did not become aware of any fact or condition which then
constituted a Default or Event of Default, except for those, if any, described
in reasonable detail in such certificate.

               (e)     With each of the annual audited Financial Statements
delivered pursuant to SECTION 7.2(a), a certificate of the chief financial
officer of the Borrower (i) setting forth in reasonable detail the calculations
required to establish that the Borrower was in compliance with the covenants set
forth in SECTIONS 9.14, 9.15, 9.16 AND 9.17 during the period covered in such
Financial Statements and as at the end thereof, and (ii) stating that, except as
explained in reasonable detail in such certificate, (1) all of the
representations and warranties of the Borrower contained in this Agreement and
the other Loan Documents are correct and complete in all material respects as at
the date of such certificate as if made at such time, (2) the Borrower is, at
the date of such certificate, in compliance in all material respects with all of
their respective covenants and agreements in this Agreement and the other Loan
Documents, (3) no Default or Event of Default then exists or existed during the
period covered by such Financial Statements, (4) describing and analyzing in
reasonable detail all material trends, changes, and developments for ABFS in
each and all Financial Statements; and (5) explaining the variances of the
figures in the corresponding budgets and prior Fiscal Year financial statements
for ABFS.  If such certificate discloses that a representation or warranty is
not correct or complete, or that a covenant has not been complied with, or that
a Default or Event of Default existed or exists, such certificate shall set
forth what action the Borrower has taken or proposes to take with respect
thereto.

               (f)     Upon the request of the Lender, annual forecasts (to
include forecasted consolidated balance sheets, statements of income and
expenses and statements of cash flow) for the Borrower as at the end of and for
each month of such Fiscal Year.

               (g)     As soon as available, but in any event not later than
fifteen (15) days after the Borrower's receipt thereof, a copy of all management
reports and management letters

prepared for the Borrower by BDO Seidman or any other independent certified
public accountants of the Borrower.

               (h)     Promptly after their preparation, copies of any and all
proxy statements, financial statements, and reports which the Borrower makes
available to its stockholders.

               (i)     Upon the Lender's request, a copy of each tax return
filed by ABFS with the IRS.

               (j)     Such additional information as the Lender may from time
to time reasonably request regarding the financial and business affairs of the
Borrower.

       7.3     NOTICES TO THE LENDER.  The Borrower and its Affiliates shall
notify the Lender, in writing of the following matters at the following times:

               (a)     Immediately after becoming aware of any Default or Event
of Default.

               (b)     Immediately after becoming aware of the assertion by the
holder of any capital stock of the Borrower or of any Debt in an outstanding
principal amount in excess of $50,000 that a default exists with respect thereto
or that the Borrower is not in compliance with the terms thereof, or the threat
or commencement by such holder of any enforcement action because of such
asserted default or non-compliance.

               (c)     Immediately after becoming aware of any Material Adverse
Effect.

               (d)     Immediately after becoming aware of any pending action,
suit, proceeding, or counterclaim by any Person, or any pending or threatened
investigation by a Governmental Authority, which action, suit, proceeding,
counterclaim or investigation seeks damages in excess of $50,000 (which amount
shall not be fully covered by insurance), or which may otherwise have a Material
Adverse Effect.

               (e)     Immediately after becoming aware of any pending  strike,
work stoppage, unfair labor practice claim, or other labor dispute affecting the
Borrower or any of its Subsidiaries in a manner which could reasonably be
expected to have a Material Adverse Effect.

               (f)     Immediately after becoming aware of any violation of any
law, statute, regulation, or ordinance of a Governmental Authority affecting the
Borrower which could reasonably be expected to have a Material Adverse Effect.

               (g)     Any change in the Borrower's name, state of
incorporation, or form of organization, trade names or styles under which the
Borrower will create or acquire Mortgage

Loans, or to which instruments in payment of Mortgage Loans may be made payable,
in each case at least thirty (30) days prior thereto.

       Each notice given under this Section shall describe the subject matter
thereof in reasonable detail, and shall set forth the action that the Borrower
has taken or proposes to take with respect thereto.

                ARTICLE EIGHT - GENERAL WARRANTIES AND REPRESENTATIONS
     
       The Borrower warrants and represents to the Lender that except as
hereafter disclosed to and accepted by the Lender in writing:

       8.1     AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT
AND THE LOAN DOCUMENTS.  The Borrower has the corporate power and authority to
execute, deliver and perform this Agreement and the other Loan Documents, to
incur the Obligations, and to grant to the Lender Liens upon and security
interests in the Collateral.  The Borrower has taken all necessary corporate
action (including without limitation, obtaining approval of its stockholders if
necessary) to authorize its execution, delivery, and performance of this
Agreement and the other Loan Documents.  No consent, approval, or authorization
of, or declaration or filing with, any Governmental Authority, and no consent of
any other Person, is required in connection with the Borrower's execution,
delivery and performance of this Agreement and the other Loan Documents, except
for those already duly obtained.  This Agreement and the other Loan Documents
have been duly executed and delivered by the Borrower, and constitute the legal,
valid and binding obligation of the Borrower, enforceable against it in
accordance with its terms without defense, setoff or counterclaim.  Borrower's
execution, delivery, and performance of this Agreement and the other Loan
Documents do not and will not conflict with, or constitute a violation or breach
of, or constitute a default under, or result in the creation or imposition of
any Lien upon the Property of the Borrower by reason of the terms of (a) any
contract, mortgage, Lien, lease, agreement, indenture, or instrument to which
the Borrower is a party or which is binding upon it, (b) any Requirement of Law
applicable to the Borrower, or (c) the certificate or articles of incorporation
or bylaws of the Borrower.

       8.2     VALIDITY AND PRIORITY OF SECURITY INTEREST.  The provisions of
this Agreement and the other Loan Documents create legal and valid Liens on all
the Collateral in favor of the Lender and such Liens constitute perfected and
continuing Liens on all the Collateral, having priority over all other Liens on
the Collateral securing all the Obligations, and enforceable against the
Borrower and all third parties.

       8.3     ORGANIZATION AND QUALIFICATION.  The Borrower (a) is duly
incorporated and organized and validly existing in good standing under the laws
of the state of its incorporation, (b) is qualified to do business as a foreign
corporation and is in good standing in the jurisdictions

set forth on SCHEDULE 8.3 which are the only jurisdictions in which
qualification is necessary in order for it to own or lease its Property and
conduct its business and (c) has all requisite power and authority to conduct
its business and to own its Property.

       8.4     CORPORATE NAME; PRIOR TRANSACTIONS.  The Borrower has not,
during the past five (5) years, been known by or used any other corporate or
fictitious name, or been a party to any merger or consolidation, or

acquired all or substantially all of the assets of any Person, or acquired any
of its Property outside of the ordinary course of business.

       8.5     AFFILIATES.  SCHEDULE 8.5 is a correct and complete list of the
name and relationship to the Borrower of each and all of the Borrower's
Affiliates.  Each Affiliate which is a corporation is (a) duly incorporated and
organized and validly existing in good standing under the laws of its state of
incorporation set forth on SCHEDULE 8.5, and (b) qualified to do business as a
foreign corporation and in good standing in each jurisdiction in which the
failure to so qualify or be in good standing could reasonably be expected to
have a Material Adverse Effect on any such Affiliate and (c) has all requisite
power and authority to conduct its business and own its Property.

       8.6     MORTGAGE LOAN FORMS.  The Borrower covenants that only Mortgage
Notes and Mortgages on a printed form(s) previously approved in writing by the
Lender shall be used by the Borrower for all Mortgage Notes and Mortgages which
may now exist and which may exist in the future.  The Borrower shall not change
or vary the printed terms of such Mortgage Notes and Mortgages without the
Lender's prior written consent, unless such change or variation is expressly
required by any Requirement of Law.  The Lender may reasonably withhold its
consent until the Lender receives a satisfactory opinion of the Borrower's
counsel regarding compliance of the revised form of Mortgage Notes and Mortgages
with any Requirement of Law.

       8.7     CREDIT GUIDELINES.  The Borrower represents and warrants that it
shall not make any changes in its credit guidelines (a copy of which has been
previously furnished by the Borrower to the Lender) without the Lender's prior
written consent which the Lender may withhold in its reasonable discretion.  The
Borrower's credit guidelines shall state in detail the credit criteria used by
the Borrower in determining the creditworthiness of Mortgage Debtors with regard
to the Mortgage Loans originated by the Borrower and/or originated by third
parties and acquired by the Borrower.

       8.8     FINANCIAL STATEMENTS AND PROJECTIONS.  (a) The Borrower has
delivered to the Lender the audited balance sheet and related statements of
income, retained earnings, changes in financial position, and changes in
stockholders equity for the Borrower as of Fiscal Year ending June 30, 1995,
accompanied by the report thereon of the Borrower's independent certified public
accountants.  The Borrower has also delivered to the Lender the unaudited
balance sheet and related statements of income and changes in financial position
for the Borrower as of December 31, 1995.  Such financial statements are
attached hereto as EXHIBIT 8.8.  All such financial statements have been
prepared in accordance with GAAP and present accurately and fairly the financial
position of the Borrower as at the dates thereof and their results of operations
for the periods then ended.

               (b)     The latest projections when submitted to the Lender as
required herein represent the Borrower's best estimate of the future financial
performance of the Borrower for the periods set forth therein.  The latest
projections have been prepared on the basis of the assumptions set forth
therein, which the Borrower believes are fair and reasonable in light of current
and reasonably foreseeable business conditions at the time submitted to the
Lender.

       8.9     CAPITALIZATION.  The Borrower's authorized capital stock
consists of one thousand (1,000) shares of common stock, par value $1.00 per
share, of which one thousand (1,000) shares are validly issued and outstanding,
fully paid and non-assessable and are owned beneficially and of record by
American Business Credit, Inc., Pennsylvania corporation.

       8.10    SOLVENCY.  The Borrower is Solvent prior to and after giving
effect to the making of the Revolving Loans to be made on the Closing Date and
shall remain Solvent during the term of this Agreement.

       8.11    TITLE TO PROPERTY.  The Borrower has good, indefeasible, and
merchantable title to all of its Property (including, without limitation, the
assets reflected on the December 31, 1995 Financial Statements delivered to the
Lender, except as disposed of in the ordinary course of business since the date
thereof), free of all Liens except for those disclosed in such Financial
Statements and except for Liens in favor of the Lender.

       8.12    TRADE NAMES AND TERMS OF SALE.  All trade names or styles under
which the Borrower creates or acquires Mortgage Loans, or to which instruments
in payment of Mortgage Loans may be made payable, are listed on SCHEDULE 8.12..

       8.13    LITIGATION.  Except as set forth on SCHEDULE 8.13, there is no
pending or (to the best of the Borrower's knowledge) threatened, action, suit,
proceeding, or counterclaim by any Person, or investigation by any Governmental
Authority, or any basis for any of the foregoing, which could reasonably be
expected to cause a Material Adverse Effect.

       8.14    NO VIOLATION OF LAW.  The Borrower is not in violation of any
Requirement of Law, judgment, order, or decree applicable to it which violation
could reasonably be expected to have a Material Adverse Effect.

       8.15    NO DEFAULT.  The Borrower is not in default with respect to any
note, indenture, loan agreement, mortgage, lease, deed, or other agreement to
which the Borrower or such Subsidiary is a party or by which it is bound, which
default could reasonably be expected to have a Material Adverse Effect.

       8.16    TAXES.  The Borrower has filed all Federal and other tax returns
and reports required to be filed , and have paid all Federal and other taxes,
assessments, fees and other

governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable.

       8.17    USE OF PROCEEDS.  The proceeds of the Revolving Loans are to be
used solely for working capital purposes.

       8.17    NO MATERIAL ADVERSE CHANGE.  No Material Adverse Effect has
occurred since the date of the Financial Statements delivered to the Lender.

       8.19    FULL DISCLOSURE.  None of the representations or warranties made
by the Borrower in the Loan Documents as of the date such representations and
warranties are made or deemed made, and none of the statements contained in any
exhibit, report, statement or certificate furnished by or on behalf of the
Borrower in connection with the Loan Documents (including the offering and
disclosure materials delivered by or on behalf of the Borrower to the Lender
prior to the Closing Date), contains any untrue statement of a material fact or
omits any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they are
made, not misleading as of the time when made or delivered.

       8.20    GOVERNMENTAL AUTHORIZATION.  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrower of
the Agreement or any other Loan Document.

                  ARTICLE NINE - AFFIRMATIVE AND NEGATIVE COVENANTS
    
       The Borrower covenants to the Lender that, so long as any of the
Obligations remain outstanding or this Agreement is in effect:

       9.1     TAXES AND OTHER OBLIGATIONS.  The Borrower shall (a) file when
due all tax returns and other reports which it is required to file; (b) pay, or
provide for the payment, when due, of all taxes, fees, assessments and other
governmental charges against it or upon its Property, income and franchises,
make all required withholding and other tax deposits, and establish adequate
reserves for the payment of all such items, and provide to the Lender, upon
request, satisfactory evidence of its timely compliance with the foregoing; and
(c) pay when due all Debt owed by it and all claims of materialmen, mechanics,
carriers, warehousemen, landlords and other like Persons, and all other
indebtedness owed by it and perform and discharge in a timely manner all other
obligations undertaken by it; PROVIDED, HOWEVER, so long as Borrower has
notified the Lender in writing, the Borrower need not pay any tax, fee,
assessment, or governmental charge,  that (i) it is contesting in good faith by
appropriate proceedings diligently pursued, (ii) the Borrower has established
proper reserves for as provided in GAAP, and (iii) no

Lien on the Collateral results from such non-payment.

       9.2     CORPORATE EXISTENCE AND GOOD STANDING.  The Borrower shall
maintain its corporate existence and its qualification and good standing in all
jurisdictions in which the failure to maintain such qualification or good
standing could reasonably be expected to have a material adverse effect on the
Borrower's Property, business, operations, prospects, or condition (financial or
otherwise).

       9.3     COMPLIANCE WITH LAW AND AGREEMENTS; MAINTENANCE OF LICENSES.
The Borrower shall comply, in all material respects with all Requirements of Law
of any Governmental Authority having jurisdiction over it or its business
(including the Departments of Banking of the states of Pennsylvania, Maryland,
New Jersey, and Delaware).  The Borrower shall obtain and maintain all licenses,
permits, franchises, and governmental authorizations necessary to own its
Property and to conduct its business as conducted on the Closing Date.

       9.4     MERGERS, CONSOLIDATIONS OR SALES.  Except as otherwise permitted
under SECTION 6.16, the Borrower shall not enter into any transaction of merger,
reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise
dispose of all or any part of or any interest in the Collateral, or wind up,
liquidate or dissolve, or agree to do any of the foregoing.

       9.5     DISTRIBUTIONS; CAPITAL CHANGE; RESTRICTED INVESTMENTS.   The
Borrower shall not (a) directly or indirectly declare or make, or incur any
liability to make, any Distribution, or (b) make any change in its capital
structure which could have a Material Adverse Effect.

       9.6     TRANSACTIONS AFFECTING COLLATERAL OR OBLIGATIONS.  The Borrower
shall not enter into any transaction which could have a Material Adverse Effect.

       9.7     GUARANTIES.  The Borrower shall not make, issue, or become
liable on any Guaranty, except Guaranties in favor of the Lender without the
Lenders prior written consent which shall not be unreasonably withheld

       9.8     PREPAYMENT.  The Borrower shall not voluntarily prepay any Debt,
except the Obligations and any Subordinated Debt in accordance with the terms of
this Agreement.  Ordinary payments made by the Borrower on any revolving credit
facility owing to another Lender shall not be deemed to be a Debt prepayment.

       9.9     TRANSACTIONS WITH AFFILIATES.  Except as set forth below, the
Borrower shall not sell, transfer, distribute, or pay any money or Property,
including, but not limited to, any fees or expenses of any nature (including,
but not limited to, any fees or expenses for management services),  to any
Affiliate, or lend or advance money or Property to any Affiliate, or invest in
(by capital contribution or otherwise) or purchase or repurchase any stock or
indebtedness, or

any Property, of any Affiliate, or become liable on any Guaranty of the
indebtedness, dividends, or other obligations of any Affiliate.  Notwithstanding
the foregoing, the Borrower may engage in transactions with Affiliates in the
ordinary course of business, in amounts and upon terms fully disclosed to the
Lender, and no less favorable to the Borrower than would be obtained in a
comparable arm's-length transaction with a third party who is not an Affiliate
and may pay such administrative and overhead expenses (including taxes) as are,
from time to time, reasonably allocated to the Borrower by American Business
Credit, Inc. or ABFS.

       9.10    INVESTMENT BANKING AND FINDER'S FEES.  The Borrower shall not
pay or agree to pay, or reimburse any other party with respect to, any
investment banking or similar or related fee, underwriter's fee, finder's fee,
or broker's fee to any Person in connection with this Agreement.  The Borrower
shall defend and indemnify the Lender against and hold them harmless from all
claims of any Person for any such fees, and all costs and expenses (including
without limitation, attorneys' fees) incurred by the Lender in connection
therewith.

       9.11    BUSINESS CONDUCTED.  The Borrower shall not engage directly or
indirectly, in any line of business other than the businesses in which the
Borrower is engaged on the Closing Date.

       9.12    LIENS.  The Borrower shall not create, incur, assume, or permit
to exist any Lien on any Collateral, except for the Lien in favor of the Lender.

       9.13    FISCAL YEAR.  The Borrower shall not change its Fiscal Year.

       9.14    ADJUSTED TANGIBLE NET WORTH.  The Borrower shall maintain an
Adjusted Tangible Net Worth, determined as of the last day of each month, of not
less than: (a) $900,000 prior to June 29, 1996, and (b) $1,000,000 thereafter.

       9.15    UNSUBORDINATED DEBT TO BORROWING BASE.  The Borrower shall not
permit the ratio, calculated as of the last day of each month, of (a) the
remainder of all Debt MINUS all Subordinated Debt, to (b) Borrowing Base, to be
more than 3 to 1.

       9.16    PROHIBITION ON RECOURSE TRANSACTIONS.  The Borrower shall not
engage in any Recourse Transactions.

       9.17    LIMIT ON REPURCHASE OBLIGATIONS.  The aggregate principal amount
of First Payment Default Mortgage Notes which the Borrower is obligated to
repurchase shall not, at any time, exceed twenty percent (20%) of the Borrower's
then-current Adjusted Tangible Net Worth.

       9.18    CHARGE-OFF POLICY.  The Borrower shall establish and implement,
in a manner satisfactory to the Lender, a policy for charging off the unpaid
balance of its delinquent Mortgage Notes.  Without limiting the generality of
the foregoing, the Borrower's policy shall

provide that as of the last day of each month the Borrower shall either (a)
charge off the unpaid balance of all  Mortgage Notes with respect to which any
payment due thereunder is three hundred sixty-five (365) or more days past due,
as determined on a contractual basis, or (b) sell or transfer such  Mortgage
Notes by means of a transaction which is not a Recourse Transaction.

       9.19    SUBORDINATED OBLIGATIONS.  Except as expressly permitted by the
terms of the applicable subordination agreement, the Borrower shall not directly
or indirectly permit (a) any payment to be made in respect of any Subordinated
Debt; (b) the amendment, rescission, or other modification of the provisions of
any of the Borrower's Subordinated Debt in such a manner as to affect adversely
the Lender's Liens in the Collateral or the prior position of such Liens; or (c)
the prepayment or redemption of all or any part of any Subordinated Debt of the
Borrower.

       9.20    ORIGINATION AND DISPOSITION OF BUSINESS MORTGAGE LOANS;
RESERVES.  The Borrower shall obtain the Lender's prior consent to the
Borrower's origination or acquisition of a Business Mortgage Loan.  The Borrower
shall dispose of all Business Mortgage Loans within four (4) Business Days
following the Date of Origination or acquisition of such  Mortgage Loans. The
Borrower shall maintain a reserve, in an amount acceptable to the Lender, for
its Business Mortgage Loans.  As long as no Event of Default has occurred and is
continuing, the Borrower shall have a grace period of four (4) Business Days
following origination or acquisition of a Business Mortgage Loan to deliver to
the Lender the original documentation evidencing a Business Mortgage Loan as
required under the terms of this Agreement.

       9.21    FURTHER ASSURANCES.  The Borrower shall execute and deliver, or
cause to be executed and delivered, to the Lender such documents and agreements,
and shall take or cause to be taken such actions, as the Lender may, from time
to time, request to carry out the terms and conditions of this Agreement and the
other Loan Documents.

                       ARTICLE TEN -  CONDITIONS TO BORROWINGS
          
       10.1    CONDITIONS PRECEDENT TO MAKING OF REVOLVING LOANS ON THE CLOSING
DATE.  The obligation of the Lender to make the initial Revolving Loans are
subject to the following conditions precedent having been satisfied in a manner
satisfactory to the Lender:

               (a)     This Agreement, the documents listed in SCHEDULE 10.1,
and the other Loan Documents are in form and substance satisfactory to the
Lender and its counsel, and have been executed and delivered by each party
thereto and the Borrower shall have performed and complied with all covenants,
agreements and conditions contained herein and the other Loan Documents which
are required to be performed or complied with by the Borrower before or on such
Closing Date.

               (b)     After making the initial Revolving Loans (including such
Revolving Loans made pursuant to SECTION 4.7 as reimbursement for fees, costs
and expenses then payable under this Agreement) and with all its obligations
current, the Borrower would have an Excess Availability greater than five
percent (5%) of the Revolving Loans.

               (c)     All representations and warranties made hereunder and in
the other Loan Documents shall be true and correct as of the Closing Date as if
made on such date.

               (d)     No Default or Event of Default shall exist or would
exist after giving effect to the Revolving Loans to be made on such date.

               (e)     The Lender shall have received such opinions of counsel
for the Borrower as the Lender shall request, each such opinion to be in a form,
scope, and substance satisfactory to the Lender.

               (f)     The Lender shall have received:   (i) acknowledgment
copies of proper financing statements, duly filed on or before the Closing Date
under the UCC of all jurisdictions that the Lender may deem necessary or
desirable in order to perfect the Lender's Lien; and (ii) duly executed such
UCC-3 Termination Statements and other instruments, in form and substance
satisfactory to the Lender, as shall be necessary to terminate and satisfy all
Liens on the Collateral.

               (g)     The Borrower shall have paid all fees and expenses of
the Lender and the Attorney Costs incurred in connection with any of the Loan
Documents and the transactions contemplated thereby (which Attorney Costs shall
not exceed $7,000 and any audit costs shall not exceed $2,000).

               (h)     The Lender shall have had an opportunity, if they so
choose, to examine the books of account and other records and files of the
Borrower and to make copies thereof, and to conduct a pre-closing audit which
shall include, without limitation, verification of Mortgage Loans and
Availability, and the results of such examination and audit shall have been
satisfactory to the Lender in all respects.

               (i)     No portion of the initial Borrowing shall be used to
repay Subordinated Debt.

               (j)     All proceedings taken in connection with the execution
of this Agreement, all other Loan Documents and all documents and papers
relating thereto shall be satisfactory in form, scope, and substance to the
Lender.

       The acceptance by the Borrower of any Revolving Loans shall be deemed to
be a representation and warranty made by the Borrower to the effect that all of
the conditions precedent to the making of such Revolving Loans have been
satisfied, with the same effect as delivery to the Lender of a certificate
signed by the a Responsible Officer of the Borrower.

       10.2    CONDITIONS PRECEDENT TO EACH REVOLVING LOAN.  The obligation of
the Lender to make each Revolving Loan, including the initial Revolving Loans on
the Closing Date, shall be subject to the further conditions precedent that on
and as of the date of any such extension of credit:

               (a)     the following statements shall be true, and the
acceptance by the Borrower of any extension of credit shall be deemed to be a
statement to the effect set forth in clauses (i) and (ii), with the same effect
as the delivery to the Lender of a certificate signed by a Responsible Officer,
dated the date of such extension of credit, stating that:

                       (i)     the representations and warranties contained in
this Agreement and the other Loan Documents are correct in all material respects
on and as of the date of such extension of credit as though made on and as of
such date, except to the extent the Lender has been notified by the Borrower
that any representation or warranty is not correct and the Lender have
explicitly waived in writing compliance with such representation or warranty;
and

                       (ii)    no event has occurred and is continuing, or
would result from such extension of credit, which constitutes a Default or an
Event of Default; and

               (b)     without limiting SECTION 10.1(b), the amount of the
Availability shall be sufficient to make such Revolving Loan without exceeding
the Borrower's Availability or the Total Facility.

                          ARTICLE ELEVEN - DEFAULT; REMEDIES
       
       11.1    EVENTS OF DEFAULT.  It shall constitute an event of default
("Event of Default") if any one or more of the following shall occur for any
reason:

               (a)     any failure to pay the principal of or interest or
premium on any of the Obligations when due, whether upon demand or otherwise;

               (b)  any representation or warranty made by the Borrower in this
Agreement or by the Borrower in any of the other Loan Documents, any Financial
Statement, or any certificate furnished by the Borrower at any time to the
Lender shall prove to be untrue in any material respect as of the date on which
made or furnished;

               (c)     any failure by the Borrower to comply with the covenants
contained in Sections 9.14, 9.15, and 9.17of this Agreement;

               (d)     any default shall occur in the observance or performance
of any of the other covenants contained in Article Eight of this Agreement and
the covenants and agreements contained in other Articles of this Agreement, any
other Loan Documents, or any other agreement entered into at any time to which
the Borrower and the Lender are party and such default continues after  thirty
(30) days have elapsed since the earlier of (i) notice of such default by the
Lender to the Borrower and (ii) the date that the Borrower discovers such
default; PROVIDED, HOWEVER, that no such grace period shall apply, and an Event
of Default shall exist promptly upon such default if such default may not, in
the Lender's reasonable determination, be cured by the Borrower during such
grace period; or if any such agreement or document shall terminate (other than
in accordance with its terms or the terms hereof or with the written consent of
the Lender) or become void or unenforceable, without the written consent of the
Lender;

               (e)     default shall occur with respect to any Debt for
borrowed money (other than the Obligations) in an outstanding principal amount
which exceeds, in the aggregate for all such Debt with respect to which default
shall have occurred, $50,000, or under any agreement or instrument under or
pursuant to which any such Debt or indebtedness may have been issued, created,
assumed, or guaranteed by the Borrower and such default shall continue for more
than the period of grace, if any, therein specified, if the effect thereof (with
or without the giving of notice or further lapse of time or both) is to
accelerate, or to permit the holders of any such Debt or indebtedness to
accelerate, the maturity of any such Debt; or any such Debt or indebtedness
shall be declared due and payable or be required to be prepaid (other than by a
regularly scheduled required prepayment) prior to the stated maturity thereof;

               (f)     the Borrower shall (i) file a voluntary petition in
bankruptcy or file a voluntary petition or an answer or otherwise commence any
action or proceeding seeking reorganization, arrangement or readjustment of its
debts or for any other relief under the federal Bankruptcy Code, as amended, or
under any other bankruptcy or insolvency act or law, state or federal, now or
hereafter existing, or consent to, approve of, or acquiesce in, any such
petition, action or proceeding; (ii) apply for or acquiesce in the appointment
of a receiver, assignee, liquidator, sequestrator, custodian, trustee or similar
officer for it or for all or any part of its Property; (iii) make an assignment
for the benefit of creditors; or (iv) be unable generally to pay its Debts as
they become due;

               (g)     an involuntary petition shall be filed or an action or
proceeding otherwise commenced against the Borrower seeking reorganization,
arrangement or readjustment of the debts of the Borrower or for any other relief
under the federal Bankruptcy Code, as amended, or under any other bankruptcy or
insolvency act or law, state or federal, now or hereafter existing and either
(i) such petition, action or proceeding shall not have been dismissed within a
period of one hundred twenty (120)  days after its commencement or (ii) an order
for relief against the Borrower shall have been entered in such proceeding;

               (h)     a receiver, assignee, liquidator, sequestrator,
custodian, trustee or similar officer for the Borrower or for all or any part of
its Property shall be appointed or a warrant of attachment, execution or similar
process shall be issued against any part of the Property of the Borrower;

               (i)     the Borrower shall file a certificate of dissolution
under applicable state law or shall be liquidated, dissolved or wound-up or
shall commence or have commenced against it any action or proceeding for
dissolution, winding-up or liquidation, or shall take any corporate action in
furtherance thereof;

               (j)     all or any material part of the Property of the Borrower
shall be nationalized, expropriated or condemned, seized or otherwise
appropriated, or custody or control of such Property or of the Borrower shall be
assumed by any Governmental Authority or any court of competent jurisdiction at
the instance of any Governmental Authority, except where contested in good faith
by proper proceedings diligently pursued where a stay of enforcement is in
effect;

               (k)     any guaranty of the Obligations shall be terminated,
revoked or declared void or invalid, except as permitted by the express terms
thereof;

               (l)     one or more final, non-appealable judgments or orders
for the payment of money aggregating in excess of $100,000, which amount shall
not be fully covered by insurance, shall be rendered against the Borrower;

               (m)     any loss, theft, damage or destruction of any item or
items of Collateral or other Property of the Borrower occurs which
(i) materially and adversely affects the Property, business, operation,
prospects, or condition of the Borrower; or (ii) is material in amount and is
not adequately covered by insurance;

               (n)     there occurs a Material Adverse Effect;

               (o)     there is filed against the Borrower any civil or
criminal action, suit or proceeding under any federal or state racketeering
statute (including, without limitation, the Racketeer Influenced and Corrupt
Organization Act of 1970), which action, suit or proceeding (1) is not dismissed
within one hundred twenty (120) days, and (2) could result in the confiscation
or forfeiture of any material portion of the Collateral;

               (p)     for any reason other than the failure of the Lender to
take any action available to it to maintain perfection of the Lender's Liens in
the Collateral, pursuant to the Loan Documents, any Loan Document ceases to be
in full force and effect or any Lien with respect to any material portion of the
Collateral intended to be secured thereby ceases to be, or is not, valid,
perfected and prior to all other Liens or is terminated, revoked or declared
void;

               (q)     default shall occur with respect to any debt for
borrowed money owing by ABFS or any of its Subsidiaries or Affiliates (other
than the Borrower) in an outstanding principal amount which exceeds, in the
aggregate for all such debt with respect to which default shall have occurred,
$500,000, or under any agreement or instrument under or pursuant to which any
such debt or indebtedness may have been issued, created, assumed, or guaranteed
by ABFS or any of its Subsidiaries or Affiliates (other than the Borrower) and
such default shall continue for more than the period of grace, if any, therein
specified, if the effect thereof (with or without the giving of notice or
further lapse of time or both) is to accelerate, or to permit the holders of any
such debt or indebtedness to accelerate, the maturity of any such debt; or any
such debt or indebtedness shall be declared due and payable or be required to be
prepaid (other than by a regularly scheduled required prepayment) prior to the
stated maturity thereof; or

               (r)     American Business Credit, Inc. shall cease to own one
hundred percent (100%) of the legal and beneficial interest in all of the issued
and outstanding capital stock of the Borrower or American Business Credit, Inc.
shall grant to any Person, other than the Lender, a Lien on any of such capital
stock.

       11.2    REMEDIES.  (a) If a Default or an Event of Default exists, the
Lender may, in its discretion, do one or more of the following at any time or
times and in any order, without notice to or demand on the Borrower:  (i) reduce
the amount of the Total Facility, or the advance rates against Eligible Mortgage
Loans used in computing the Availability, or reduce one or more of the other
elements used in computing the Availability; and (ii) restrict the amount of or
refuse to

make Revolving Loans.  If an Event of Default exists, the Lender may do one or
more of the following, in addition to the actions described in the preceding
sentence, at any time or times and in any order, without notice to or demand on
the Borrower:  (i) terminate any obligation to make any further Revolving Loans
under this Agreement; and (ii) declare any or all Obligations to be immediately
due and payable; PROVIDED, HOWEVER, that upon the occurrence of any Event of
Default described in SECTIONS 11.1(e), 11.1(g), or 11.1(h), the Total Facility
shall automatically and immediately expire and all Obligations shall
automatically become immediately due and payable without notice or demand of any
kind; and (iii) pursue its other rights and remedies under the Loan Documents
and applicable law.

               (b)     If an Event of Default exists, all rights of the
Borrower to collect any payments due under the Collateral and all rights of the
Borrower to exercise the consensual rights which it would otherwise be entitled
to exercise with respect thereto, shall, at the option of the Lender and upon
written notice from the Lender to the Borrower, immediately terminate. The
Borrower acknowledges and agrees that following an Event of Default the Lender
shall be entitled to receive ALL of the Collateral payments, without deduction,
even though this may render the Borrower insolvent and leave the Borrower
without any funds to pay its operating expenses. The Borrower, at the Lender's
request, shall immediately provide the Lender with a current list of the names,
addresses, and Mortgage Loan numbers for all Mortgage Debtors and shall, at the
Lender's request following an Event of Default, immediately direct all Mortgage
Debtors (pursuant to a form of notice prepared by the Lender) to make all
payments due under the Collateral directly to the Lender or to a bank account
designated by the Lender, and the Borrower shall otherwise cooperate with the
Lender in that regard.

               (c)  If an Event of Default exists:  (i) the Lender shall have,
in addition to all other rights, the rights and remedies of a secured party
under the UCC; (ii) the Lender may, at any time, take possession of the
Collateral and keep it on the Borrower's premises, at no cost to the Lender or
remove any part of it to such other place or places as the Lender may desire, or
the Borrower shall, upon the Lender's demand, at the Borrower's cost, assemble
the Collateral and make it available to the Lender at a place reasonably
convenient to the Lender; (iii) the Lender may exchange, waive, or release any
of the Collateral, apply Collateral and direct the order or manner of sale
thereof as the Lender may determine, and settle, compromise, collect, or
otherwise liquidate any Collateral in any manner, all without affecting the
Obligations or the Lender's right to take any action with respect to any other
Collateral; and (iv) the Lender may sell and deliver any Collateral at public or
private sales, for cash, upon credit or otherwise, at such prices and upon such
terms as the Lender deems advisable, in its sole discretion, and may, if the
Lender deems it reasonable, postpone or adjourn any sale of the Collateral by an
announcement at the time and place of sale or of such postponed or adjourned
sale without giving a new notice of sale.  Without in any way requiring notice
to be given in the following manner, the Borrower agrees that any notice by the
Lender of sale, disposition or other intended action hereunder or in connection
herewith, whether required by the UCC or otherwise, shall constitute

reasonable notice to the Borrower if such notice is mailed by registered or
certified mail, return receipt requested, postage prepaid, or is delivered
personally against receipt, at least five (5) Business Days prior to such action
to the Borrower's address specified in or pursuant to SECTION 14.7.  If any
Collateral is sold on terms other than payment in full at the time of sale, no
credit shall be given against the Obligations until the Lender receives payment,
and if the buyer defaults in payment, the Lender may resell the Collateral
without further notice to the Borrower.  In the event the Lender seeks to take
possession of all or any portion of the Collateral by judicial process, the
Borrower irrevocably waives:  (a) the posting of any bond, surety or security
with respect thereto which might otherwise be required; (b) any demand for
possession prior to the commencement of any suit or action to recover the
Collateral; and (c) any requirement that the Lender retain possession and not
dispose of any Collateral until after trial or final judgment.  The Borrower
agrees that the Lender has no obligation to preserve rights to the Collateral or
marshal any Collateral for the benefit of any Person.  The Lender is hereby
granted a license or other right to use, without charge, the Borrower's labels,
patents, copyrights, name, trade secrets, trade names, trademarks, and
advertising matter, or any similar Property, in advertising or selling any
Collateral, and the Borrower's rights under all licenses and all franchise
agreements shall inure to the Lender's benefit.  The proceeds of sale shall be
applied first to all expenses of sale, including attorneys' fees, and then to
the Obligations in whatever order the Lender elects.  The Lender will return any
excess to the Borrower and the Borrower shall remain liable for any deficiency.

               (d)  If an Event of Default occurs, the Borrower hereby waives
all rights to notice and hearing prior to the exercise by the Lender of the
Lender's rights to repossess the Collateral without judicial process or to
replevy, attach or levy upon the Collateral without notice or hearing.

               (e)  If the Lender terminates this Agreement upon an Event of
Default, the Borrower shall pay the Lender, immediately upon termination, an
early termination fee equal to the early termination fee that would have been
payable under ARTICLE FOUR if this Agreement had been terminated on that date
pursuant to the Borrower's election.

       11.3    CUMULATIVE REMEDIES; NO PRIOR RECOURSE TO COLLATERAL. The
enumeration herein of the Lender's rights and remedies is not intended to be
exclusive, and such rights and remedies are in addition to and not by way of
limitation of any other rights or remedies that the Lender may have under the
UCC or other applicable law.  The Lender shall have the right, in its sole
discretion, to determine which rights and remedies are to be exercised and in
which order.  The exercise of one right or remedy shall not preclude the
exercise of any others, all of which shall be cumulative.  The Lender may,
without limitation, proceed directly against the Borrower to collect the
Obligations without any prior recourse to the Collateral.  No failure to
exercise and no delay in exercising, on the part of the Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof;  nor
shall any single or partial exercise of any right,

remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.

                        ARTICLE TWELVE - TERM AND TERMINATION
          
       12.1    TERM AND TERMINATION.  The term of this Agreement shall end on
the Stated Termination Date.  The Lender may terminate this Agreement without
notice upon the occurrence of an Event of Default.  Upon the effective date of
termination of this Agreement for any reason whatsoever, all Obligations
(including, without limitation, all unpaid principal of, accrued interest on and
prepayment penalties, if any) shall become immediately due and payable.
Notwithstanding the termination of this Agreement, until all Obligations are
indefeasibly paid and performed in full in cash, the Borrower shall remain bound
by the terms of this Agreement and shall not be relieved of any of its
Obligations hereunder, and the Lender shall retain all of its rights and
remedies hereunder (including, without limitation, the security interest of the
Lender in and all rights and remedies with respect to all then existing and
after-arising Collateral).

          ARTICLE THIRTEEN - AMENDMENTS; WAIVER; PARTICIPATIONS; SUCCESSORS
   
       13.1    NO  WAIVERS CUMULATIVE REMEDIES.  No failure by the Lender to
exercise any right, remedy, or option under this Agreement or any present or
future supplement thereto, or in any other agreement between or among the
Borrower and the Lender, or delay by the Lender in exercising the same, will
operate as a waiver thereof.  No waiver by the Lender will be effective unless
it is in writing, and then only to the extent specifically stated.  No waiver by
the Lender on any occasion shall affect or diminish the Lender's rights
thereafter to require strict performance by the Borrower of any provision of
this Agreement.  The Lender's rights under this Agreement will be cumulative and
not exclusive of any other right or remedy which the Lender may have.

       13.2    AMENDMENTS AND WAIVERS.  No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower therefrom, shall be effective unless the same shall be
in writing and signed by the Lender and the Borrower and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

                           ARTICLE FOURTEEN - MISCELLANEOUS

       14.1    SEVERABILITY.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

       14.2    GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS; JURY TRIAL
WAIVER.  (a)  THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
OPPOSED TO THE CONFLICT OF LAWS PROVISIONS PROVIDED THAT PERFECTION ISSUES WITH
RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT
OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF NEW JERSEY;
PROVIDED THAT THE LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

               (b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW JERSEY OR OF THE UNITED STATES FOR NEW JERSEY, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE BORROWER AND THE LENDER CONSENT, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE BORROWER AND THE LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO.  NOTWITHSTANDING THE FOREGOING:  (1) THE LENDER SHALL HAVE THE
RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN
THE COURTS OF ANY OTHER JURISDICTION THE LENDER DEEM NECESSARY OR APPROPRIATE IN
ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2)
EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE THOSE JURISDICTIONS.

               (c)  THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO The BORROWER AT ITS
ADDRESS SET FORTH IN SECTION 14.7 AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S.
MAILS.  NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE
LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

       14.3    WAIVER OF JURY TRIAL.  (a) THE BORROWER AND THE LENDER EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR

CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER PARTY, RELATED PERSON, PARTICIPANT, OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE BORROWER AND THE
LENDER EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

               (b)     THE BORROWER AGREES THAT IT WILL NOT ASSERT AGAINST THE
LENDER ANY CLAIM FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

       14.4    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All of the
Borrower's representations and warranties contained in this Agreement shall
survive the execution, delivery, and acceptance thereof by the parties,
notwithstanding any investigation by the Lender or its agents.

       14.5    OTHER SECURITY AND GUARANTIES.  The Lender, may, without notice
or demand and without affecting the Borrower's obligations hereunder, from time
to time:  (a) take from any Person and hold collateral (other than the
Collateral) for the payment of all or any part of the Obligations and exchange,
enforce or release such collateral or any part thereof; and (b) accept and hold
any endorsement or guaranty of payment of all or any part of the Obligations and
release or substitute any such endorser or guarantor, or any Person who has
given any Lien in any other collateral as security for the payment of all or any
part of the Obligations, or any other Person in any way obligated to pay all or
any part of the Obligations.

       14.6    FEES AND EXPENSES.  The Borrower agrees to pay to the Lender,
within two (2) Business Days after  demand, all costs and expenses that the
Lender pays or incurs in connection with the negotiation, preparation,
consummation, administration (including all wire transfer charges), enforcement,
and termination of this Agreement, including, without limitation:  (a)

Attorney Costs; (b) costs and expenses (including attorneys' and paralegals'
fees and disbursements which shall include the allocated costs of the Lender's
in-house counsel fees and disbursements) for any amendment, supplement, waiver,
consent, or subsequent closing in connection with the Loan Documents and the
transactions contemplated thereby; (c) costs and expenses of lien and title
searches and title insurance; (d) taxes, fees and other charges for filing
financing statements and continuations, and other actions to perfect, protect,
and continue the Lender's Liens in the Collateral (including costs and expenses
paid or incurred by the Lender in connection with the consummation of
Agreement); (e) sums paid or incurred to pay any amount or take any action
required of the Borrower under the Loan Documents that the Borrower fails to pay
or take; (f) costs of appraisals, inspections, and verifications of the
Collateral, including, without limitation, travel, lodging, and meals for
inspections of the Collateral and the Borrower's operations by the Lender's
personnel, plus the Lender's then customary charge for field examinations and
audits and the preparation of reports thereof, as more particularly described in
SECTION 3.4; (g) costs and expenses of forwarding loan proceeds, collecting
checks and other items of payment, and establishing and maintaining the
Collection Account; (h) costs and expenses of preserving and protecting the
Collateral; and (i) costs and expenses (including attorneys' and paralegals'
fees and disbursements which shall include the allocated cost of the Lender's
in-house counsel fees and disbursements) paid or incurred to obtain payment of
the Obligations, enforce the Lender's Liens in the Collateral, sell or otherwise
realize upon the Collateral, and otherwise enforce the provisions of the Loan
Documents, or to defend any claims made or threatened against the Lender arising
out of the transactions contemplated hereby (including without limitation,
preparations for and consultations concerning any such matters).  The foregoing
shall not be construed to limit any other provisions of the Loan Documents
regarding costs and expenses to be paid by the Borrower.  All of the foregoing
costs and expenses may be charged by the Lender to the Borrower's Loan Account
as Revolving Loans as described in SECTION 4.4.

       14.7    NOTICES.  Except as otherwise provided herein, all notices,
demands and requests that any party is required or elects to give to any other
shall be in writing, or by a telecommunications device capable of creating a
written record, and any such notice shall become effective (a) upon personal
delivery thereof, including, but not limited to, delivery by overnight mail and
courier service, (b) four (4) days after it shall have been mailed by United
States mail, first class, certified or registered, with postage prepaid, or
(c) in the case of notice by such a telecommunications device, when properly
transmitted, in each case addressed to the party to be notified as follows:

       If to the Lender or to BABC:    BankAmerica Business Credit, Inc.
                                       200 Lake Drive East, Suite 201
                                       Cherry Hill, NJ 08002
                                       Attention:      Mr. Todd Azar
                                       Facsimile:      (609) 321-2288

       with copies to:                 Bank of America NT&SA
                                       10124 Old Grove Road
                                       San Diego, CA 92131
                                       Attention:      Legal Department
                                       Facsimile:      (619) 549-7518

       If to the Borrower:             HomeAmerican Credit, Inc.
                                       111 Presidential Boulevard.  Suite 215
                                       Bala Cynwyd, PA 19004
                                       Attention:      Anthony J. Santilli, Jr.
                                       Facsimile:      (610) 668-1468

or to such other address as each party may designate for itself by like notice.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the persons designated above to
receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.

       14.8    WAIVER OF NOTICES.  Unless otherwise expressly provided herein,
the Borrower waives presentment, protest and notice of demand or dishonor and
protest as to any instrument, notice of intent to accelerate the Obligations and
notice of acceleration of the Obligations, as well as any and all other notices
to which it might otherwise be entitled.  No notice to or demand on the Borrower
which the Lender may elect to give shall entitle the Borrower to any or further
notice or demand in the same, similar or other circumstances.

       14.9    BINDING EFFECT.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective representatives,
successors, and assigns of the parties hereto; PROVIDED, HOWEVER, that no
interest herein may be assigned by the Borrower without prior written consent of
the Lender.  The rights and benefits of the Lender hereunder shall, if such
Persons so agree, inure to any successor or assignee.

       14.10   INDEMNITY OF THE LENDER BY THE BORROWER.  The Borrower agrees to
indemnify and hold the Lender and its respective officers, directors, employees,
counsel, agents and attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time (including at any time following repayment of the Revolving Loans) be
imposed on, incurred by or asserted against any such Person in any way relating
to or arising out of this Agreement or any document contemplated by or referred
to herein, or the transactions contemplated hereby, or any action taken or
omitted by any such Person under or in connection with any of the foregoing,
including with respect to any investigation, litigation or proceeding (including
any insolvency proceeding or appellate proceeding) related to or arising out of
this Agreement or the Revolving Loans or the use of the proceeds thereof,
whether or not any Indemnified Person is a party thereto (all the foregoing,
collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Borrower shall
have no obligation

hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the willful misconduct of such Indemnified Person. The
agreements in this Section shall survive payment of all other Obligations.

       14.11   FINAL AGREEMENT.  This Agreement and the other Loan Documents
are intended by the Borrower and the Lender to be the final, complete, and
exclusive expression of the agreement between them.  This Agreement supersedes
any and all prior oral or written agreements relating to the subject matter
hereof.  No modification, rescission, waiver, release, or amendment of any
provision of this Agreement or any other Loan Document shall be made, except by
a written agreement signed by the Borrower and a duly authorized officer of the
Lender.

       14.12   COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, and by the Lender and the Borrower in separate counterparts, each
of which shall be an original, but all of which shall together constitute one
and the same agreement.

       14.13   CAPTIONS.  The captions contained in this Agreement are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge, or restrict any provision.

       14.14   RIGHT OF SETOFF.  In addition to any rights and remedies of the
Lender provided by law, if an Event of Default exists, the Lender is authorized
at any time and from time to time, without prior notice to the Borrower, any
such notice being waived by the Borrower to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other indebtedness at any time
owing by, such Lender to or for the credit or the account of the Borrower
against any and all Obligations owing to the Lender, now or hereafter existing,
irrespective of whether or not the Lender shall have made demand under this
Agreement or any Loan Document and although such Obligations may be contingent
or unmatured.  The Lender agrees promptly to notify the

       Borrower and the Lender after any such set-off and application made by
the Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not
affect the validity of such set-off and application.
///
///
///
///
///
///
///
///

       14.15   TIME OF THE ESSENCE.  the Borrower acknowledges and agrees that
time is of the essence with respect to all of its obligations hereunder.

       IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

"LENDER"                                       "BORROWER"

BankAmerica Business Credit, Inc.,             HomeAmerican Credit, Inc.,
a Delaware corporation                         a Pennsylvania corporation

   /s/ Joseph F. Pignotti                       /s/ David R. Kenney  
  ______________________________________       ________________________________
       Joseph F. Pignotti,                          David R. Keeney, President
       Executive Vice President

                                                /s/ Beverly Santilli
                                               ________________________________
                                                    Beverly Santilli, Secretary

                                   EXHIBIT "A" TO
                             LOAN AND SECURITY AGREEMENT

                             COLLECTION ACCOUNT AGREEMENT

       This Collection Account Agreement ("Agreement") is made as of _________,
1996, by and between BankAmerica Business Credit, Inc. ("the Lender"), a
Delaware corporation, located at 200 Lake Drive East, Suite 201, Cherry Hill,
New Jersey 08002; ________________________________________________ ("Bank")
located at ___________________________________________________; and HomeAmerican
Credit, Inc. ("Company"), located at 111 Presidential Boulevard, Suite 215, Bala
Cynwyd, Pennsylvania 19004.

                                      WITNESSETH

       Whereas, Company authorizes and/or has established with Bank, at its
office specified above Special Depository Account No. _________________________
with the title ___________________________________ ("Collection Account"); and

       Whereas, Company has, pursuant to a financing agreement, pledged,
assigned, and granted to the Lender a continuing security interest in certain
property described therein, including, without limitation, all present and
future accounts, contract rights, instruments, documents, chattel paper and
general intangibles of Company, and all proceeds thereof, which may from time to
time be deposited in the Collection Account.

       NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound, the parties agree as follows.

                                      AGREEMENT

       1.      DEPOSITS INTO COLLECTION ACCOUNT.  Company agrees that all
payments, whether in cash, by check or other instrument, or otherwise, received
by Company from its customers as proceed of the Collateral shall be deposited by
Company in the Collection Account.  Company shall furnish to the Lender each day
a collection report setting forth, in such reasonable detail as the Lender may
request, the deposits made during each day in the Collection Account, together
with a copy of each deposit slip issued in connection with such deposits.

       2.      COLLECTION ACCOUNT DRAWING RIGHTS.  Company authorizes and
directs that the sole signatories authorized to withdraw amounts from, to draw
upon, or to otherwise exercise any powers with respect to, the Collection
Account and the funds deposited therein, are and shall

be the officers or agents of the Lender identified on Exhibit "B" attached
hereto and made a part hereof or such other persons as the Lender may from time
to time designate in writing to Bank.  Funds deposited into the Collection
Account  shall, subject to the Bank's funds availability schedule applied to
corporate (wholesale or non-retail) accounts, at any time or from time to time,
be forwarded by wire transfer to BA Business Credit, Inc., account
number 910-2-693307 ("Concentration Account"), at Chase Manhattan Bank, New
York, New York, ABA No. 021000021, or such other bank as the Lender may from
time to time designate in writing and, on a daily basis, Bank will initiate an
automated clearing house transfer to move collected funds from Bank to the
Concentration Account and the Lender shall have sole control over the Collection
Account and the sole right to exercise and enforce all rights and remedies with
respect thereof.  All funds deposited in the Collection Account shall be held by
Bank for the Lender, shall be the property of the Lender, and may be withdrawn
from time to time only by the Lender, and Company shall have no authority to
withdraw any amount from, to draw upon, or to otherwise exercise any powers as a
depositor or owner with respect to the Collection Account and the funds
deposited therein.  Company shall not give, and Bank shall not honor, any
instructions to change the authorized signatories on the Collection Account
unless such instructions are given in writing by the Lender.

       3.      SECURITY INTEREST IN ITEMS TO BE DEPOSITED.  The Lender and the
Company agree that all checks, money orders, and other evidences of payment
deposited in the Collection Account, which checks will be made payable to the
Company without the Company's endorsement, from time to time shall be held by
the Bank for the Company or the Lender, as appropriate, and subject to the
security interest of the Lender.

       4.      CHARGES TO COLLECTION ACCOUNT.  The Bank will not charge or
debit, or exercise any right of offset or banker's Lien against, the Collection
Account except as provided below.  The Bank may charge the Collection Account
for any items deposited in the Collection Account which are returned for any
reason or otherwise not collected and may charge the Collection Account for all
service charges, commissions, expenses, and other items ordinarily chargeable to
the Collection Account.  If there are not sufficient funds in the Collection
Account to pay such amounts, then the Company agrees to pay the Bank within ten
business days of written demand all such amounts, regardless of any other
collection efforts the Bank may have expended.  If the Company does not pay the
Bank such amounts within ten business days, then the Lender agrees to pay the
Bank within ten business days of written demand (i) all service charges,
commissions, and expenses ordinarily chargeable to the Collection Account, and
(ii) items deposited in the Collection Account which are returned for any reason
or not collected otherwise.  The Company and the Lender acknowledge the Company
is obligated to pay all customary and reasonable Bank charges resulting from the
Collection Account.  The Company agrees to reimburse the Lender for any monies
that the Lender forwards to the Bank in settlement of any charges as detailed
above.  In the absence of willful misconduct on the part of the Bank, the
Company agrees to bear all risk of loss associated with the Collection Account.
The Bank hereby agrees to accept cash

payment in lieu of balances as compensation for service charges incurred on, or
normally charged to, the Collection Account.

       5.      COLLECTION ACCOUNT RECORDS.  The Company hereby instructs the
Bank and the Bank agrees to furnish to the Lender, with a copy to the Company,
bank statements with respect to the Collection Account which are customarily
provided to customers of the Bank at the times such statements are normally
provided to customers of the Bank, through the normal method of transmission,
U.S. Mail.  Additionally, the Company hereby instructs the Bank and the Bank
agrees to make available to the Lender and the Company, upon request, copies of
all daily debit and credit advices of the Collection Account.

       6.      TERMINATION.  Upon receipt of the Lender's prior written
consent, this Agreement may be terminated by Bank or Company at any time by
giving thirty (30) days' prior written notice to the other party.

       7.      MODIFICATION OF AGREEMENT.  This Agreement cannot be changed,
modified or terminated without the written consent of the Lender.

       8.      NOTICES.  All notices or demands by any party on the other
relating to this Agreement shall, except as otherwise provided herein, be in
writing.  Notices shall be deemed received within five business days after being
deposited in a United States post office box, postage prepaid, properly
addressed to Company, the Lender, or to Bank at the addresses stated below.
Notices may also effectively be given by transmittal over electronic
transmitting devices such a facsimile machine, if the party to whom the notice
is being sent has such a device in its office, provided a complete copy of any
notice so transmitted shall also be mailed in the same manner as required for a
mailed notice.  Notices given by electronic transmitting devices shall be deemed
effective on the day of transmission.  All notices, including telephone notices,
daily debit and credit advices, monthly statements of account, photocopies,
returned items and general correspondence shall be sent to the following
addresses and, where applicable given at the following telephone numbers or to
such other person or address as any party shall designate to the others from
time to time in writing:

               A.      BankAmerica Business Credit, Inc.
                       200 Lake Drive East, Suite 201
                       Cherry Hill, NJ 08002
                       Attention:      Cindy Contini
                       Telephone:      609-321-2211
                       Facsimile:      609-321-2299

               B.      HomeAmerican Credit, Inc.
                       111 Presidential Boulevard, Suite 215

                       Bala Cynwyd, Pennsylvania 19004
                       Attention:      Anthony J. Santilli, Jr.
                       Telephone:      610-668-2440
                       Facsimile:      610-668-1468

               C.      ___________________
                       ___________________

                       Attention:  ______________
                       Telephone:  ______________
                       Facsimile:  ______________

       9.      NOTICE OF LEGAL PROCESS.  If Bank receives any notice of legal
process of any kind relating to Company, Bank shall use its best efforts to give
reasonable oral notice to the Lender of such legal process.

       10.     INDEMNIFICATION.  Company hereby agrees to indemnify and hold
Bank harmless from and against any and all liabilities, losses, costs, and
expenses incurred directly or indirectly by Bank as a consequence of Bank
executing this Agreement and performing its obligations hereunder, including
reasonable attorney's fees. Under no circumstances will Bank be liable for any
consequential or special damages to Company, the Lender or any third party, as a
result of this Agreement.

       11.     SUCCESSORS AND ASSIGNS; GOVERNING LAW.  This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
parties and shall be governed by and construed in accordance with the laws of
the state of New Jersey.

       12.     COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original but all such
counterparts together shall constitute one and the same instrument.

       13.     AGREEMENT DULY AUTHORIZED.  All parties hereto represent and
warrant that they have taken all actions and obtained all authorizations,
consents and approvals as are conditions precedent to their authority to execute
this Agreement.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date shown above.

                                       "LENDER"

                                       BankAmerica Business Credit, Inc.,

                                       a Delaware corporation

                                       By______________________________________
                                               Joseph F. Pignotti,
                                               Executive Vice President

                         [SIGNATURES CONTINUED ON NEXT PAGE]

                                       "COMPANY"

                                       HomeAmerican Credit, Inc.
                                       a Pennsylvania corporation

                                       By______________________________________
                                               David R. Keeney, President

                                       "BANK"

                                       ________________________________________

                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________

                                       Accepted this __ day of _________, 1996.

                                     EXHIBIT "A"
                                          TO
                             COLLECTION ACCOUNT AGREEMENT

                             AUTHORIZED PERSONS - COMPANY

       NAME                                            SIGNATURE EXEMPLAR

       1.      ________________________                ________________________

       2.      ________________________                ________________________

       3.      ________________________                ________________________

                                     EXHIBIT "B"
                                          TO
                             COLLECTION ACCOUNT AGREEMENT

                           AUTHORIZED PERSONS - THE LENDER

       NAME                                            SIGNATURE EXEMPLAR

       1.      ________________________                ________________________

       2.      ________________________                ________________________

       3.      ________________________                ________________________

 

Basic Info X:

Name: LOAN AND SECURITY AGREEMENT
Type: Security Agreement
Date: Sept. 27, 1996
Company: AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/
State: Delaware

Other info:

Date:

  • May 23 , 1996
  • Saturday
  • Sunday
  • June 30 , 1996
  • fifteenth day of each month
  • thirty 30
  • end of such quarter
  • June 30 , 1995
  • December 31 , 1995
  • June 29 , 1996

Organization:

  • Capital Adequacy Regulation
  • Federal Reserve Board
  • Ineligible Mortgage Note Reserve
  • Notice of Borrowing
  • Contingent Fee Refund Reserve
  • American Business Financial Services , Inc.
  • Society of Real Estate Appraisers
  • Borrower 's Short Term FirstSecond Mortgage Eligible Mortgage Loans
  • Net Mortgage Note Payments
  • Borrower 's Long Term First Mortgage Eligible Mortgage Loans
  • Borrower's Short Term FirstSecond Mortgage Mortgage Loans
  • < PAGE > Note Reserve
  • Bank of America National Trust and Savings Association
  • Processing Service Center Inc
  • Board of Governors of the Federal Reserve System
  • Accounting Principles Board
  • American Institute of Certified Public Accountants
  • Financial Accounting Standards Board
  • Gross Mortgage Note Payments
  • Internal Revenue Service
  • Seven Million Five Hundred Thousand Dollars
  • Period During Which Early Termination Occurs Early Termination
  • Twelve Million Five Hundred Thousand Dollars
  • Default or Event of Default
  • Total Credit Facility
  • Borrower 's Excess Availability
  • Borrower as of Fiscal Year
  • Departments of Banking
  • Material Adverse Effect
  • First Payment Default Mortgage Notes
  • Date of Origination
  • American Business Credit , Inc.
  • Bank of America NT & SA
  • BA Business Credit , Inc.
  • Chase Manhattan Bank
  • B. HomeAmerican Credit , Inc.
  • BankAmerica Business Credit , Inc.

Location:

  • Presidential Boulevard
  • United States of America
  • Puerto Rico
  • Canada
  • FIRREA
  • San Francisco
  • California
  • Georgia
  • Florida
  • North Carolina
  • South Carolina
  • Virginia
  • Ohio
  • E.G.
  • Maryland
  • THE U.S.
  • Old Grove Road San Diego
  • Beverly Santilli
  • New York
  • Lake Drive East
  • New Jersey
  • Delaware
  • Pennsylvania

Money:

  • $ 400,000
  • $ 150,000
  • $ 75,000
  • $ 7,500,000
  • $ 416.67
  • $ 791.67
  • Five Million Dollars
  • $ 5,000,000
  • $ 12,500,000
  • $ 1.00
  • $ 900,000
  • $ 1,000,000
  • $ 7,000
  • $ 2,000
  • $ 50,000
  • $ 100,000
  • $ 500,000

Person:

  • BDO Seidman
  • Lien
  • Todd Azar
  • David R. Kenney
  • Cindy Contini
  • Bala Cynwyd
  • Anthony J. Santilli
  • Joseph F. Pignotti
  • David R. Keeney

Time:

  • 11:00 a.m.
  • 1:00 p.m.

Percent:

  • seventy percent
  • 70 %
  • sixty percent
  • 60 %
  • twenty-five percent
  • PLUS three percent
  • 3.0 %
  • eighty percent
  • 80 %
  • 50 %
  • 1.25 %
  • fifty percent
  • 50.0 %
  • one percent 0.3125 %
  • one percent .000083333 %
  • one-half percent
  • 2.5 %
  • 0.5 %
  • seventy-five percent 75 %
  • twenty percent
  • 20 %
  • five percent 5 %
  • one hundred percent 100 %