AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/
EXHIBIT 10.103
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-103.txt
<DESCRIPTION>EXHIBIT 10.103
<TEXT>
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                                 Exhibit 10.103

             AMENDMENT NUMBER ONE TO THE MASTER REPURCHASE AGREEMENT

                          Dated as of November 13, 2002

          Reference is made to the Master Repurchase Agreement dated as of
November 16, 2001 (the "Master Repurchase Agreement") between Credit Suisse
First Boston Mortgage Capital LLC (the "Buyer") and ABFS REPO 2001, Inc. (the
"Seller"). Capitalized terms used herein but not defined herein shall have the
meanings ascribed thereto in the Master Repurchase Agreement.

Section 1.    Amendment of the Master  Repurchase  Agreement.  As of
November 13, 2002,  the Master  Repurchase Agreement is hereby amended as
follows:

              (a)   Section 18(q) is hereby deleted in its entirety and replaced
     with the following:

              As of the end of any fiscal quarter, ABFS on a consolidated
              basis fails to maintain at all times a minimum Consolidated
              Stockholders' Equity in excess of the sum of (1)
              $50,000,000, plus (2) the aggregate amount equal to 50% of
              the aggregate net cash proceeds received by ABFS or any of
              its subsidiaries from the issuance of capital stock after
              June 30, 2002, plus (3) for each fiscal quarter ending after
              June 30, 2002, the aggregate amount equal to 60% of positive
              consolidated Net Income for such fiscal quarters, provided
              that if ABFS should incur a net loss for any fiscal quarter,
              the Consolidated Stockholders' Equity requirement hereunder
              will not be reduced from the amount required at the previous
              fiscal quarter end; and

              (b)   Section 18(r) is hereby deleted in its entirety and replaced
     with the following:

              The ratio of ABFS's Total Liabilities to Consolidated
              Stockholders' Equity is greater than 16:1 as of the end of
              any fiscal quarter. ABFS shall fail to maintain at the end
              of any fiscal quarter at least $225,000,000 in Subordinated
              Debt with maturities of at least one year or greater and at
              least $350,000,000 of total Subordinated Debt.

              (c)   Section 27 is hereby amended by deleting the reference to
     "November 14, 2002" and replacing it with "November 13, 2003".

Section 2.    Reference to and Effect on the Master Repurchase Agreement.


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          2.1     Upon the effectiveness of this Amendment Number One, each
reference in the Master Repurchase Agreement to "this Agreement," "hereunder,"
"hereof," "herein," "hereby" or words of like import shall mean and be a
reference to the Master Repurchase Agreement as amended hereby, and each
reference to the Master Repurchase Agreement in other document, instrument and
agreement executed and/or delivered in connection with Master Repurchase
Agreement shall mean and be a reference to the Master Agreement as amended
hereby.

          2.2     Except as specifically amended hereby, the Master Repurchase
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.

          2.3     The execution, delivery and effectiveness of this Amendment
Number One shall not operate as a waiver of any right, power or remedy of any of
the parties to the Master Repurchase Agreement or any other document,
instrument, or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein.

          2.4     By execution of this Amendment Number One, both of the parties
hereto hereby acknowledges that it has been notified of this Amendment Number
One and consent to the execution thereof.

Section 3.    Representations. In order to induce the Buyer to execute and
deliver this Amendment, the Seller hereby represents to the Buyer that as of the
date hereof, after giving effect to this Amendment, the Seller is in full
compliance with all of the terms and conditions of the Master Repurchase
Agreement.

Section 4.    Governing Law. THIS AMENDMENT NUMBER ONE SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

Section 5.    Execution in Counterparts, This Amendment Number One may be
executed in any number of Counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.

Section 6.    Headings. Section headings in this Amendment Number One are
included herein for convenience of reference only and shall not constitute apart
of this Amendment Number One for any other purpose.



                  [Remainder of Page Intentionally Left Blank]



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


                                      ABFS REPO 2001, INC.,
                                           as Seller


                                      By:   /s/ Jeffrey M. Ruben
                                           ---------------------------------
                                           Name:  Jeffrey M. Ruben
                                           Title:  Executive Vice President

                                      CREDIT SUISSE FIRST BOSTON
                                      MORTGAGE CAPITAL LLC,
                                          as Buyer


                                      By:    /s/ Anthony Giordano
                                            --------------------------------
                                            Name:  Anthony Giordano
                                            Title:    Director

Acknowledged and Agreed:

AMERICAN BUSINESS CREDIT, INC.        AMERICAN BUSINESS MORTGAGE
    as Guarantor                          SERVICES, INC., as Guarantor


By:     /s/ Beverly Santilli          By:      /s/ Jeffrey M. Ruben
       --------------------------             ------------------------------
Name:  Beverly Santilli               Name:   Jeffrey M. Ruben
Title: President                      Title:  Executive Vice President


HOMEAMERICAN CREDIT, INC., d/b/a      AMERICAN BUSINESS FINANCIAL
    UPLAND MORTGAGE, as Guarantor         SERVICES, INC., as Guarantor



By:      /s/ Jeffrey M. Ruben         By:   /s/ Beverly Santilli
        -------------------------          ------------------------------
Name:   Jeffrey M. Ruben                   Name:  Beverly Santilli
Title:  Executive Vice President           Title: First Executive Vice President





                  [Signature Page to the Amendment Number One]


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