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                                                                   Exhibit 10.48

   Amendment No. 8 to Amended and Restated Motor Vehicle Installment Contract
                           Loan and Security Agreement

This AMENDMENT NO. 8 (this "Amendment") is made by and between THE FINANCE
COMPANY, a Virginia corporation ("Borrower") and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("Lender").

                                    RECITALS

     A. Borrower and Lender are parties to an Amended and Restated Motor Vehicle
Installment Contract Loan and Security Agreement dated March 31, 2001, as
amended by Amendment No. 1 dated June 27, 2001, as amended by Amendment No. 2
dated November 29, 2001, as amended by Amendment No. 3 dated March 12, 2002, as
amended by Amendment No. 4 dated August 30, 2002, as amended by Amendment No. 5
dated October 7, 2002, as amended by Amendment No. 6 dated October 18, 2002, as
amended by Amendment No. 7 dated November 27, 2002 (as so amended, the
"Agreement").

     B. Borrower and Lender desire to amend certain provisions of the Agreement
pursuant to the terms set forth in this Amendment.

     In consideration of the premises, the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto,
Borrower and Lender agree as follows:

     1. Defined Terms. Unless otherwise specified herein, all capitalized terms
used in this Amendment shall have the same meaning given to such term(s) in the
Agreement.

     2. Amendments to Agreement. Effective as of January 1, 2003, the Agreement
is hereby amended as follows:

     (a) The first paragraph in Section 2.5. "Fees." shall be deleted in its
entirety and replaced with the following:

          "(A) Borrower shall pay Lender a line fee quarterly as follows: One
     Hundred Twenty Five Thousand Dollars ($125,000) due and payable on March
     31, 2002, Two Hundred Thousand Dollars ($200,000) due and payable on each
     June 30, 2002 and September 30, 2002, and Four Hundred Thousand Dollars
     ($400,000) due and payable on January 2, 2003. The payment of the line fee
     is nonrefundable; provided, however, that (i) Two Hundred Sixty Seven
     Thousand Dollars ($267,000) shall be refunded to Borrower if the entire
     Indebtedness is prepaid on or before January 31, 2003, or (ii) One Hundred
     Thirty Three Thousand Dollars ($133,000) shall be refunded to Borrower if
     the entire Indebtedness is prepaid after January 31, 2003 and before March
     1, 2003."


     (b) The paragraph entitled "Borrowing Base" under Section 16.0 is hereby
deleted in its entirety and replaced with the following:

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     "Borrowing Base: The amount equal to the lesser of (i) the Available Line
     or (ii) the sum of: (a) eighty percent (80%) of the Outstanding Principal
     Balance of all Eligible Contracts which are Transouth Contracts and (b)
     seventy-five percent (75%) of the Outstanding Principal Balance of Eligible
     Contracts which are Point of Sale Contracts and (c) sixty-seven percent
     (67%) of the Outstanding Principal Balance of Eligible Contracts which are
     Bulk Purchase Contracts during the time they are included in the Borrowing
     Base pursuant to Section 3.1, provided however, that the Advances against
     all Eligible Contracts originated after December 31, 2000 shall not exceed
     95% of Borrower's Aggregate Net Investment in those Eligible Contracts, and
     provided further, in no case shall the Advances against Point of Sale
     Contracts divided by the Outstanding Principal Balance of such Point of
     Sale Contracts be a greater percentage than the amount advanced (net of all
     reserves) by another lender to TFC Warehouse Corporation I (or to any other
     special purpose entity corporation formed to obtain financing based on
     Contracts purchased by Borrower) divided by the outstanding principal
     balance of such Contracts advanced against by the other lender, and
     provided further, that the Advances against all Eligible Contracts shall
     not exceed 60% of Borrower's Aggregate Net Investment in those Eligible
     Contracts. At no time shall Contracts serviced by any Third Party Servicer
     be included as an Eligible Contract in the Borrowing Base."

     3. Incorporation of Amendment. The parties acknowledge and agree that this
Amendment is incorporated into and made a part of the Agreement, the terms and
provisions of which, unless expressly modified herein, or unless no longer
applicable by their terms, are hereby affirmed and ratified and remain in full
force and effect. To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision of the
Agreement, the terms and provisions of this Amendment shall control. Each
reference to the Agreement shall be a reference to the Agreement as amended by
this Amendment. Nothing contained herein is intended, nor shall be construed to
be a notation or an accord and satisfaction of the outstanding Note or any of
Borrower's obligations to Lender.

     4. Borrower Remains Liable. Borrower hereby confirms that the Agreement and
each document executed by Borrower in connection therewith continue unimpaired
and in full force and effect and shall cover and secure all of Borrower's
existing and future obligations to Lender. Nothing contained herein is intended,
nor shall be construed, to be a notation or an accord and satisfaction of the
outstanding liabilities or any of Borrower's other obligations to Lender.

     5. Headings. The paragraph headings contained in this Amendment are for
convenience of reference only and shall not be considered a part of this
Amendment in any respect.

     6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois. Nothing herein shall preclude
Lender from bringing suit or taking other legal action in any jurisdiction.

     7. Execution in Counterparts. This Amendment 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 one and the same instrument.

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     8. Faxed Documents. In order to expedite the acceptance and execution of
this Amendment, each of the parties hereto agrees that a faxed copy of any
original executed document shall have the same binding effect on the party so
executing the faxed document as an original handwritten executed copy thereof.

     IN WITNESS WHEREOF, the undersigned have entered into this Amendment No. 8
as of December 30, 2002.



                           GENERAL ELECTRIC CAPITAL CORPORATION

                           By: ____________________________

                           Title: _________________________



                           THE FINANCE COMPANY

                           By: ____________________________

                           Title: _________________________