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                                     Note Purchase Agreement (Project Brave).rtf
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                                                      KILPATRICK STOCKTON LLP
                                                          EXECUTION COPY

==============================================================================
                             NOTE PURCHASE AGREEMENT

                                     between

                        PROJECT BRAVE LIMITED PARTNERSHIP
                                   as Issuer,

                          FIRST UNION SECURITIES, INC.,
                                  as Deal Agent

                               the NOTE INVESTORS
                                  named herein

                           FIRST UNION NATIONAL BANK,
                               as Liquidity Agent

                                       and

                      VARIABLE FUNDING CAPITAL CORPORATION,
                          as an Initial Note Investor,

                           Dated as of August 8, 2000

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<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE I  DEFINITIONS.......................................................2
      Section 1.1   DEFINITIONS..............................................2

ARTICLE II  SALE AND DELIVERY OF THE NOTES...................................4
      Section 2.1   SALE AND DELIVERY OF THE NOTES...........................4
      Section 2.2   ACCEPTANCE AND CUSTODY OF NOTE..........................13
      Section 2.3   FEES....................................................13
      Section 2.4   REDEMPTION AND PURCHASER CALL...........................13

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.........14
      Section 3.1   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.14

ARTICLE IV  INDEMNIFICATION.................................................17
      Section 4.1   INDEMNITIES BY THE ISSUER...............................17

ARTICLE V  THE DEAL AGENT, THE COLLATERAL AGENT.............................19

AND THE LIQUIDITY AGENT.....................................................19
      Section 5.1   AUTHORIZATION AND ACTION................................19
      Section 5.2   DELEGATION OF DUTIES....................................20
      Section 5.3   EXCULPATORY PROVISIONS..................................21
      Section 5.4   RELIANCE................................................22
      Section 5.5   NON-RELIANCE ON DEAL AGENT, COLLATERAL AGENT, LIQUIDITY
                      AGENT AND OTHER NOTE INVESTORS........................23
      Section 5.6   REIMBURSEMENT AND INDEMNIFICATION.......................23
      Section 5.7   DEAL AGENT, COLLATERAL AGENT AND LIQUIDITY AGENT IN
                      THEIR INDIVIDUAL CAPACITIES...........................24
      Section 5.8   SUCCESSOR DEAL AGENT, COLLATERAL AGENT OR LIQUIDITY
                      AGENT.................................................24

ARTICLE VI  ASSIGNMENTS; PARTICIPATIONS.....................................25
      Section 6.1   ASSIGNMENTS AND PARTICIPATIONS..........................25

ARTICLE VII  MISCELLANEOUS..................................................27
      Section 7.1   NOTICES, ETC............................................27
      Section 7.2   SUCCESSORS AND ASSIGNS..................................28
      Section 7.3   [RESERVED]..............................................28
      Section 7.4   AMENDMENTS..............................................28
      Section 7.5   NO BANKRUPTCY PETITION AGAINST VFCC.....................29
      Section 7.6   COSTS, EXPENSES AND TAXES...............................29

                                       i
<PAGE>
      Section 7.7   SETOFF..................................................29
      Section 7.8   RECOURSE AGAINST CERTAIN PARTIES........................30
      Section 7.9   FURTHER ASSURANCES......................................30
      Section 7.10  GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
                      OBJECTION TO VENUE....................................31
      Section 7.11. WAIVER OF JURY TRIAL....................................31
      Section 7.12. EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION....31
      Section 7.13. HEADINGS................................................31

                                    EXHIBITS

EXHIBIT A   FORM OF ASSIGNMENT AND ACCEPTANCE

SCHEDULE A  SCHEDULE OF NOTE PURCHASE PRICES

                                       ii
<PAGE>
                             NOTE PURCHASE AGREEMENT

      NOTE PURCHASE AGREEMENT, dated as of August 8, 2000, by and among:

      (1)   PROJECT BRAVE LIMITED PARTNERSHIP, a Delaware limited partnership,
            as Issuer (together with its successors and assigns, the "ISSUER").

      (2)   the financial institutions listed on the signature pages of this
            Agreement under the heading "NOTE INVESTORS" and their respective
            permitted successors and assigns (but excluding participants under
            SECTION 6.1) (the "NOTE INVESTORS");

      (3)   VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation
            ("VFCC");

      (4)   FIRST UNION SECURITIES, INC. ("FUSI"), as the deal agent (the "DEAL
            AGENT") and as documentation agent (the "DOCUMENTATION AGENT"); and

      (5)   FIRST UNION NATIONAL BANK, with its main office located in
            Charlotte, North Carolina ("FIRST UNION"), as the liquidity agent
            (the "LIQUIDITY AGENT").

                                    RECITALS

      WHEREAS, VFCC is a lender under that certain Loan and Security Agreement,
dated as of October 2, 1998 among FIFS Acquisition Funding Company, L.L.C., as
borrower, FUSI (f/k/a First Union Capital Markets, a division of Wheat First
Securities, Inc.,) as deal agent and documentation agent, First Investors
Servicing Corporation (f/k/a Auto Lenders Acceptance Corporation), as servicer
and a seller, ALAC Receivables Corp., as a seller and First Union , as liquidity
agent (the "BRIDGE LOAN");

      WHEREAS, the Bridge Loan is outstanding on the date hereof, VFCC is the
sole lender thereunder with any principal outstanding and VFCC has consented to
the transfer of the Collateral by the Transferor to the Issuer pursuant to and
in consideration of the transactions contemplated by the Basic Documents;

      WHEREAS, the Issuer intends to use the proceeds of the Notes issued
hereunder to repay the Note issued to VFCC pursuant to the Bridge Loan (the
"BRIDGE NOTE");

      WHEREAS, VFCC has agreed to accept the proceeds of the Notes issued
hereunder as payment in full of the Bridge Note;
<PAGE>
      NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration, and the mutual terms and covenants contained herein, the parties
hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1 DEFINITIONS.

      Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings given to such terms in the Indenture, dated as of August 8,
2000 (the "INDENTURE"), between the Issuer, First Union National Bank, as Paying
Agent and Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee, as amended, modified and supplemented from time to time. The following
terms shall have the following meanings:

AGREEMENT: This Note Purchase Agreement, as it may from time to time be amended,
supplemented or otherwise modified in accordance with the terms hereof.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT: The Amended and Restated
Administration Agreement, dated as of July 1, 1998, by and between VFCC and
FUSI, as the Administrator, as the same may be amended, supplemented or
otherwise modified from time to time.

ASSIGNMENT AND ACCEPTANCE: An assignment and acceptance entered into by a Note
Investor and an Eligible Assignee, and accepted by the Deal Agent, in
substantially the form of EXHIBIT A hereto.

BENEFIT PLAN: Any employee benefit plan as defined in Section 3(3) of ERISA in
respect of which the Issuer or any ERISA Affiliate of the Issuer is, or at any
time during the immediately preceding six years was, an "employer" as defined in
Section 3(5) of ERISA.

BREAKAGE COSTS: Any amount or amounts as shall compensate a Noteholder for any
loss, cost or expense incurred by such Noteholder (as determined by such
Noteholder (and by the Deal Agent on behalf of VFCC) in such Person's sole
discretion) as a result of a purchase pursuant to SECTION 2.4(B) by the
Purchaser.

CALL DATE: The date on which the Purchaser acquires the Class A Note or the
Class B Note from any Holder thereof pursuant to SECTION 2.4.

CALL PRICE: The principal amount of any Note Outstanding on the Call Date to be
purchased by the Issuer pursuant to SECTION 2.4(B), plus all Hedge Breakage
Costs, Breakage Costs and all accrued and unpaid interest thereon to the Call
Date.

CLASS A PURCHASE PRICE:  The amount specified therefor in SCHEDULE A hereto.

                                       2
<PAGE>
CLASS B PURCHASE PRICE: The amount specified therefor in SCHEDULE A hereto.

CLOSING DATE:  August 8, 2000.

ELIGIBLE ASSIGNEE: (i) A Person whose short-term rating is at least A-1 from S&P
and P-1 from Moody's, or whose obligations under this Agreement are guaranteed
by a Person whose short-term rating is at least A-1 from S&P and P-1 from
Moody's, or (ii) such other Person satisfactory to VFCC, the Deal Agent and each
of the rating agencies rating the Commercial Paper Notes.

ERISA: The United States Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

ERISA AFFILIATE: (i) Any corporation that is a member of the same controlled
group of corporations (within the meaning of SECTION 414(B) of the Code) as the
Issuer, (ii) a trade or business (whether or not incorporated) under common
control (within the meaning of SECTION 414(C) of the Code) with the Issuer, or
(iii) a member of the same affiliated service group (within the meaning of
SECTION 414(M) of the Code) as the Issuer, any corporation described in clause
(i) above or any trade or business described in clause (ii) above.

INDEMNIFIED AMOUNTS:  Has the meaning specified in SECTION 4.1.

INDEMNIFIED PARTIES:  Has the meaning specified in SECTION 4.1.

INITIAL CLASS A PRINCIPAL AMOUNT: $19,204,362.00.

INITIAL CLASS B PRINCIPAL AMOUNT: $979,453.00.

INITIAL NOTEHOLDER: Each of the Initial Class A Noteholder and the Initial Class
B Noteholder.

NOTES: The Notes issued pursuant to SECTION 2.1.

PURCHASER: FIFS Acquisition Funding Company, L.L.C., and its successors and
assigns.

REGISTER: Has the meaning specified in SECTION 6.1(C).

                                       3
<PAGE>
                                   ARTICLE II

                         SALE AND DELIVERY OF THE NOTES

      SECTION 2.1 SALE AND DELIVERY OF THE NOTES.

      On the basis of the representations and warranties and subject to the
terms and conditions herein set forth, the Issuer agrees to deliver to the
relevant Initial Noteholder and each Initial Noteholder agrees to purchase on
the Closing Date, the following:

      (a) to the Initial Class A Noteholder, the Class A Note with a principal
balance equal to the Initial Class A Principal Amount for a price equal to the
Class A Purchase Price; and

      (b) to the Initial Class B Noteholder, the Class B Note with a principal
balance equal to the Initial Class B Principal Amount for a price equal to the
Class B Purchase Price.

Each such Note shall be duly executed by the Issuer, duly authenticated by the
Indenture Trustee and registered in the name of the related Initial Noteholder.
Each such Note will be delivered to the Deal Agent on behalf of the Initial
Class A Noteholder and the Initial Class B Noteholder, respectively.

      (c) The obligations of VFCC, the Liquidity Agent and the Note Investors
under this Agreement are subject to the accuracy of the representations and
warranties on the part of the Issuer contained herein and in the Indenture and
the other Basic Documents and to the satisfaction of the following further
conditions on the Closing Date, as indicated below:

            (i) The Deal Agent shall have received opinions, dated the Closing
      Date, of Thompson & Knight, special counsel to the Issuer and the
      Transferor, as to "true sale" (from the Transferor to the Issuer) and
      substantive nonconsolidation issues under the Bankruptcy Code (each such
      opinion referred to herein as a "BANKRUPTCY OPINION"). The Deal Agent
      shall have received reliance letters, dated as of the Closing Date,
      related to the "true sale" opinions delivered on the Original Closing Date
      from Buck, Keenan & Owens LLP, special counsel to the Transferor and the
      Original Transferors.

            (ii) The Deal Agent shall have received an opinion, dated the
      Closing Date, from Thompson & Knight, special counsel for the Issuer, with
      respect to:

                  (1) Each of the Notes, this Agreement, the Transfer and
            Servicing Agreement and the Indenture have been duly authorized,
            executed and delivered by the Issuer and is a valid and binding
            agreement, enforceable against the Issuer in accordance with its
            respective terms, except to the extent that enforcement thereof may
            be limited by (A) bankruptcy, insolvency, reorganization, moratorium
            or other similar laws now or hereafter in effect relating to
            creditors' rights generally, (B) general principles of equity
            (regardless of whether enforceability is considered in a proceeding
            at law or in equity) and (C) the qualification that

                                       4
<PAGE>
            certain remedial provisions of the Indenture may be unenforceable in
            whole or in part, but the inclusion of such provisions does not
            affect the validity of the Indenture, and the Indenture, together
            with applicable law, contains adequate remedial provisions for the
            practical realization of the benefits of the security created
            thereby;

                  (2) The pledges of the Collateral pledged by the Issuer to the
            Indenture Trustee, on behalf of the Secured Parties, the compliance
            by the Issuer with all of the provisions of the Indenture, this
            Agreement, the Transfer and Servicing Agreement and the Notes and
            the consummation of the transactions therein or herein contemplated
            will not (A) conflict with or result in a breach of any of the terms
            or provisions of, or constitute a default under, any indenture,
            mortgage, deed of trust, loan agreement or other agreement or
            instrument known to such counsel to which the Issuer is a party or
            by which the Issuer is bound or to which any of the property or
            assets of the Issuer is subject, (B) result in any violation of the
            provisions of any order known to such counsel of any court or
            governmental agency or body having jurisdiction over the Issuer or
            any of its properties or (C) result in any violation of the
            provisions of the partnership agreement or the by-laws of the Issuer
            or any Applicable Law;

                  (3) No authorization, approval, consent or order of, or filing
            with, any court or governmental authority or agency is required by
            the Issuer in connection with the consummation of the transactions
            contemplated in the Indenture and this Agreement, except such as
            have been obtained;

                  (4) To the best of such counsel's knowledge and information,
            there are no legal or governmental proceedings pending or threatened
            (A) asserting the invalidity of the Indenture or this Agreement, (B)
            seeking to prevent the consummation by the Issuer of any of the
            transactions contemplated by the Indenture or this Agreement or (C)
            which might materially and adversely affect the performance by the
            Issuer of its obligations under the Indenture or this Agreement;

                  (5) The provisions of the Indenture are effective to create
            valid security interests in the Collateral in favor of the
            Collateral Agent on behalf of the Indenture Trustee for the benefit
            of the Secured Parties and such security interests are perfected and
            prior to all other creditors of and purchasers from the Issuer; and

                  (6) The Issuer is not required to be registered as an
            "investment company" under the Investment Company Act of 1940, as
            amended.

            (iii) The Deal Agent shall have received an opinion, dated the
      Closing Date, from Thompson & Knight, counsel to the Transferor, to the
      effect that:

                                       5
<PAGE>
                  (1) The Transferor is a limited liability company organized,
            existing and in good standing under the laws of the State of
            Delaware, with limited liability company power and authority to own
            its properties and conduct its business as currently conducted; and
            the Transferor is qualified to do business as a foreign limited
            liability company in good standing in the State of Texas;

                  (2) The Transferor has or had at all relevant times full
            power, authority and legal right to exercise, deliver and perform
            its obligations under each Purchase Agreement; and has or had at all
            relevant times full power, authority and legal right to acquire, own
            and transfer the Contracts and the other property transferred by it
            to the Issuer pursuant to the Transfer and Servicing Agreement;

                  (3) The Transfer and Servicing Agreement has been duly
            authorized, executed and delivered by the Transferor and is a valid
            and binding agreement, enforceable against the Transferor in
            accordance with its terms, except to the extent that enforcement
            thereof may be limited by (A) bankruptcy, insolvency,
            reorganization, moratorium or other similar laws now or hereafter in
            effect relating to creditors' rights generally and (B) general
            principles of equity (regardless of whether enforcement is
            considered in a proceeding in equity or at law);

                  (4) The transfer of the Contracts and the other property
            transferred by the Transferor to the Issuer pursuant to the Transfer
            and Servicing Agreement, the compliance by the Transferor with all
            of the provisions of the Transfer and Servicing Agreement, the
            Indenture and this Agreement and the consummation of the
            transactions therein or herein contemplated will not (A) conflict
            with or result in a breach of any of the terms or provisions of, or
            constitute a default under, any indenture, mortgage, deed of trust,
            loan agreement or other agreement or instrument known to such
            counsel to which the Transferor is a party or by which the
            Transferor is bound or to which any of the property or assets of the
            Transferor is subject, (B) result in any violation of the provisions
            of any order known to such counsel of any court or governmental
            agency or body having jurisdiction over the Transferor or any of its
            properties or (C) result in any violation of the provisions of the
            limited liability company agreement of the Transferor or any statute
            or any Applicable Law.

                  (5) No authorization, approval, consent or order of, or filing
            with, any court or governmental authority or agency is required by
            the Transferor in connection with the consummation of the
            transactions contemplated in the Transfer and Servicing Agreement
            and this Agreement, except such as have been obtained;

                  (6) To the best of such counsel's knowledge and information,
            there are no legal or governmental proceedings pending or threatened
            (A) asserting the invalidity of the Transfer and Servicing
            Agreement, the Indenture or this

                                       6
<PAGE>
            Agreement, (B) seeking to prevent the consummation by the Transferor
            of any of the transactions contemplated by the Transfer and
            Servicing Agreement, the Indenture or this Agreement or (C) which
            might materially and adversely affect the performance by the
            Transferor of its obligations under the Transfer and Servicing
            Agreement, the Indenture or this Agreement; and

                  (7) The provisions of the Transfer and Servicing Agreement are
            effective to create a valid security interest in the Collateral in
            favor of the Issuer and such security interest is perfected and
            prior to all other creditors of and purchasers from the Transferor.

            (iv) The Deal Agent shall have received an opinion, dated the
      Closing Date, from Thompson & Knight, counsel to the Servicer, to the
      effect that:

                  (1) The Servicer is a corporation organized, existing and in
            good standing under the laws of the State of Delaware, with
            corporate power and authority to own its properties and conduct its
            business as currently conducted; and the Servicer is qualified to do
            business as a foreign corporation in good standing in the States of
            Georgia;

                  (2) The Servicer has or had at all relevant times full power,
            authority and legal right to exercise, deliver and perform its
            obligations under the Transfer and Servicing Agreement;

                  (3) The Transfer and Servicing Agreement has been duly
            authorized, executed and delivered by the Servicer and is a valid
            and binding agreement, enforceable against the Servicer in
            accordance with its terms, except to the extent that enforcement
            thereof may be limited by (A) bankruptcy, insolvency,
            reorganization, moratorium or other similar laws now or hereafter in
            effect relating to creditors' rights generally and (B) general
            principles of equity (regardless of whether enforcement is
            considered in a proceeding in equity or at law);

                  (4) The compliance by the Servicer with all of the provisions
            of the Transfer and Servicing Agreement and each other Basic
            Document and the consummation of the transactions therein or herein
            contemplated will not (A) conflict with or result in a breach of any
            of the terms or provisions of, or constitute a default under, any
            indenture, mortgage, deed of trust, loan agreement or other
            agreement or instrument known to such counsel to which the Servicer
            is a party or by which the Servicer is bound or to which any of the
            property or assets of the Servicer is subject, (B) result in any
            violation of the provisions of any order known to such counsel of
            any court or governmental agency or body having jurisdiction over
            the Servicer or any of its properties or (C) result in any violation
            of the articles of incorporation or by-laws of the Servicer or any
            statute or any Applicable Law.

                                       7
<PAGE>
                  (5) No authorization, approval, consent or order of, or filing
            with, any court or governmental authority or agency is required by
            the Servicer in connection with the consummation of the transactions
            contemplated in the Transfer and Servicing Agreement and the Basic
            Documents, except such as have been obtained; and

                  (6) To the best of such counsel's knowledge and information,
            there are no legal or governmental proceedings pending or threatened
            (A) asserting the invalidity of the Transfer and Servicing Agreement
            or any other Basic Document, (B) seeking to prevent the consummation
            by the Servicer of any of the transactions contemplated by the
            Transfer and Servicing Agreement or any other Basic Document or (C)
            which might materially and adversely affect the performance by the
            Servicer of its obligations under the Transfer and Servicing
            Agreement or any other Basic Document.

            (v) The Deal Agent shall have received an opinion, dated the Closing
      Date, from Thompson & Knight, counsel to the Original Transferors to the
      effect that:

                  (1) ALACRC is a corporation organized, existing and in good
            standing under the laws of the State of Delaware and it has
            corporate power and authority to own its properties and conduct its
            business as currently conducted; and it is qualified to do business
            as a foreign corporation in good standing in the State of Georgia;

                  (2) Each Original Transferor has or had at all relevant times
            full power, authority and legal right to exercise, deliver and
            perform its obligations under the Contract Purchase Agreement or the
            NIM Collateral Purchase Agreement, as the case may be;

                  (3) The Purchase Agreements have been duly authorized,
            executed and delivered by the relevant Original Transferor and is a
            valid and binding agreement, enforceable against such Original
            Transferor in accordance with its terms, except to the extent that
            enforcement thereof may be limited by (A) bankruptcy, insolvency,
            reorganization, moratorium or other similar laws now or hereafter in
            effect relating to creditors' rights generally and (B) general
            principles of equity (regardless of whether enforcement is
            considered in a proceeding in equity or at law);

                  (4) The compliance by each Original Transferor with all of the
            provisions of the Purchase Agreements and the consummation of the
            transactions therein or herein contemplated will not (A) conflict
            with or result in a breach of any of the terms or provisions of, or
            constitute a default under, any indenture, mortgage, deed of trust,
            loan agreement or other agreement or instrument known to such
            counsel to which such Original Transferor is a party or by such
            Original

                                       8
<PAGE>
            Transferor is bound or to which any of the property or assets of
            such Original Transferor is subject, (B) result in any violation of
            the provisions of any order known to such counsel of any court or
            governmental agency or body having jurisdiction over such Original
            Transferor or any of its properties or (C) result in any violation
            of the articles of incorporation or by-laws of such Original
            Transferor or any statute or any Applicable Law.

                  (5) No authorization, approval, consent or order of, or filing
            with, any court or governmental authority or agency is required by
            any Original Transferor in connection with the consummation of the
            transactions contemplated in the Purchase Agreements and the Basic
            Documents, except such as have been obtained.

                  (6) To the best of such counsel's knowledge and information,
            there are no legal or governmental proceedings pending or threatened
            (A) asserting the invalidity of the Purchase Agreements or any Basic
            Document, (B) seeking to prevent the consummation by any Original
            Transferor of any of the transactions contemplated by the Purchase
            Agreements or any Basic Document or (C) which might materially and
            adversely affect the performance by such Original Transferor of its
            obligations under the Purchase Agreements or any Basic Document; and

                  (7) The provisions of each Purchase Agreement are effective to
            create valid security interest in the portions of the Collateral
            transferred under such Purchase Agreement in favor of the Transferor
            and such security interests are perfected and prior to all other
            creditors of and purchasers from the Original Transferors.

            (vi) The Deal Agent shall have received certificates of each of the
      Issuer, the Transferor, the Servicer and the Original Transferors, dated
      the Closing Date, stating that (A) its representations and warranties made
      herein, in the Indenture, the Transfer and Servicing Agreement and/or the
      Purchase Agreements, as the case may be, are true and correct as of the
      Closing Date, and (B) it has complied with all agreements and satisfied
      all conditions to be satisfied on its part pursuant to this Agreement, the
      Indenture, the Transfer and Servicing Agreement and/or the Purchase
      Agreements, as the case may be, at or prior to the Closing Date.

            (vii) The Deal Agent shall have received an opinion, dated the
      Closing Date, from in-house counsel to the Indenture Trustee, Backup
      Servicer and Collateral Custodian as to the due organization of each such
      party, the enforceability of the Indenture, the Transfer and Servicing
      Agreement and as to such other matters as the Deal Agent may request.

            (viii) [Reserved].

            (ix)  [Reserved].

                                       9
<PAGE>
            (x) All conditions precedent to the authentication and delivery of
      each of the Notes under this Agreement and the Indenture shall have been
      satisfied on or before the Closing Date.

            (xi) Each party shall have performed and complied with all
      agreements and conditions contained herein and in the Indenture and all
      other Basic Documents which are required to be performed or complied with
      by such party on or before the Closing Date.

            (xii) This Agreement, the Transfer and Servicing Agreement, the
      Indenture and all other Basic Documents shall have been duly authorized,
      executed and delivered by the respective parties thereto, shall be in full
      force and effect on the Closing Date and shall be in form and substance
      satisfactory to the Deal Agent.

            (xiii) The Deal Agent shall have received the following, in each
      case in form and substance satisfactory to it:

                  (1) a copy of the resolutions of the Issuer, certified by the
            general partner of the Issuer as of the Closing Date, duly
            authorizing the execution, delivery and performance by the Issuer of
            the documents executed by or on behalf of the Issuer in connection
            with the transactions contemplated by this Agreement and the
            Indenture; and attesting to the names and true signatures of the
            person or persons executing and delivering each such document;

                  (2) a copy of the resolutions of the Transferor, certified by
            the manager of the Transferor as of the Closing Date, duly
            authorizing the execution, delivery and performance by the
            Transferor of the Transfer and Servicing Agreement and any other
            documents executed by or on behalf of the Transferor in connection
            with the transactions contemplated hereby; and an incumbency
            certificate of the Transferor as to the person or persons executing
            and delivering each such document;

                  (3) a copy of the resolutions of the Servicer, certified by
            the secretary or assistant secretary of the Servicer as of the
            Closing Date, duly authorizing the execution, delivery and
            performance by the Servicer of the Transfer and Servicing Agreement
            and any other documents executed by or on behalf of the Servicer in
            connection with the transactions contemplated hereby; and an
            incumbency certificate of the Servicer as to the person or persons
            executing and delivering each such document;

                  (4) a copy of the resolutions of each Original Transferor,
            certified by the secretary or assistant secretary of such Original
            Transferor as of the Closing Date, duly authorizing the execution,
            delivery and performance by such Original Transferor of the Contract
            Purchase Agreement and/or the NIM Collateral Purchase Agreement, as
            the case may be and any other documents executed by or

                                       10
<PAGE>
            on behalf of such Original Transferor in connection with the
            transactions contemplated hereby; and an incumbency certificate of
            such Original Transferor as to the person or persons executing and
            delivering each such document;

                  (5) a certificate of the Indenture Trustee, Collateral
            Custodian and the Backup Servicer dated as of the Closing Date
            regarding its authority and the incumbency of its officers;

                  (6) certified completed copies of requests for information or
            copies (or a similar search report certified by a party acceptable
            to the Deal Agent), dated a date reasonably near to the Closing
            Date, listing all effective financing statements that name the
            Issuer or the Transferor (under its present name and any previous
            name) as debtor and that are filed in the jurisdictions in which the
            financing statements described in clause (xv) were filed, together
            with copies of such financing statements, and similar search reports
            with respect to federal tax liens in all appropriate jurisdictions
            (none of which, other than the financing statements in clause (xv),
            shall cover any of the Collateral); and

                  (7) a copy of an officially certified document dated not more
            than 30 days prior to the Closing Date evidencing good standing of
            the Issuer, the Servicer, the Transferor and each Original
            Transferor;

                  (8) a copy of the Contract List and the Charged Off Contract
            List;

                  (9) evidence that the Issuer has complied with the provisions
            of SECTION 3.8 of the Indenture relating to the Hedging Agreements;

                  (10) the Contract Purchase Agreement, duly executed by the
            parties thereto.

                  (11) the NIM Collateral Purchase Agreement, duly executed by
            the parties thereto.

                  (12) the Remittance Processing Agreement, duly executed by the
            parties thereto.

                  (13) the Administrative Services Agreement, duly executed by
            the parties thereto.

                  (14) the Management Agreement, duly executed by the parties
            thereto.

                  (15) the Liquidity Purchase Agreement for the Class A Notes,
            duly executed by the parties thereto.

                                       11
<PAGE>
                  (16) the Liquidity Purchase Agreement for the Class B Notes,
            duly executed by the parties thereto.

                  (17) such other documents and evidence with respect to the
            Issuer, the Transferor and the Servicer as the Deal Agent may
            request.

            (xiv) No fact or condition shall exist as of either the Closing Date
      under Applicable Law which in the Deal Agent's reasonable opinion would
      make it unlawful to issue the Notes or for the Issuer or any of the other
      parties thereto to perform their respective obligations under this
      Agreement, the Indenture, the Transfer and Servicing Agreement or any
      other Basic Document.

            (xv) On or prior to the Closing Date, the Transferor, the Original
      Transferors and the Issuer shall have filed any financing statements,
      termination statements or amendments thereto, wherever necessary or
      advisable, in order to perfect the transfers and assignments of the
      Collateral to the Issuer and the grant of the security interest therein to
      the Collateral Agent and shall have delivered file-stamped copies of such
      financing statements or other evidence of the filing thereof to the Deal
      Agent.

            (xvi) All taxes and fees due in connection with the filing of the
      financing statements referred to in clause (xiv) of this SECTION 2.1(E)
      shall have been paid in full or duly provided for.

            (xvii) Each Original Transferor shall certify to the Deal Agent that
      no Trigger Event (as defined in the Spread Account Agreement) shall have
      occurred on or prior to the Closing Date;

            (xviii) Each Original Transferor shall certify to the Deal Agent
      that no Servicer Termination Event, Insurer Default or Insurance Agreement
      Event of Default shall have occurred on or prior to the Closing Date as
      such terms are defined under the ALAC Securitizations;

            (xix) As of the Closing Date, no action or proceeding shall have
      been instituted nor shall any governmental action be threatened before any
      court or governmental agency nor shall any order, judgment or decree have
      been issued or proposed to be issued by any court or governmental agency
      to set aside, restrain, enjoin or prevent the performance of this
      Agreement or any of the other agreements or the transactions contemplated
      hereby.

            (xx) The Deal Agent shall, as of the Closing Date, have been
      furnished with such other documents and opinions (including executed
      copies, addressed to it or otherwise expressly allowing it to rely thereon
      of such documents or opinions) delivered to any other person in connection
      with this Agreement and the transactions contemplated hereby as it may
      reasonably require, and all documents and opinions as well as actions and
      proceedings taken by the Issuer in connection with the issuance of the
      Notes shall be satisfactory in form and substance to the Deal Agent and
      its counsel.

                                       12
<PAGE>
            (xxi) There has been no material adverse change in the condition
      (financial or otherwise), business operations, results of operations or
      properties of FISC, FIFS, the Transferor or the Issuer since October 2,
      1998.

            (xxii) The Backup Servicer and the Collateral Custodian shall have
      received, in substance reasonably satisfactory to each such party, the
      Backup Servicer and Collateral Custodian Fee Letter dated as of the
      Closing Date.

            (xxiii) The Reserve Account shall have been established at First
      Union National Bank with an initial deposit of $_________, and the minimum
      available balance of the Reserve Account shall equal or exceed such amount
      as of the Closing Date.

      SECTION 2.2 ACCEPTANCE AND CUSTODY OF NOTE.

      On the Closing Date, the Deal Agent shall take delivery of the Class A
Note and the Class B Note and maintain custody thereof on behalf of the related
Noteholders.

      SECTION 2.3 FEES.

      The Issuer shall pay (i) the Backup Servicer Fee and the Collateral
Custodian Fee in the amounts set forth in the Backup Servicer and Collateral
Custodian Fee Letter and (ii) all legal fees and out-of-pocket expenses for the
account of the Indenture Trustee, Collateral Custodian and Backup Servicer. Such
fees are non-refundable.

      SECTION 2.4 REDEMPTION AND PURCHASER CALL.

      (a) The Holders of the Class A Notes or and the Class B Notes understand
and agree that the Class A Note and the Class B Note are subject to redemption
in whole, but not in part, on any Business Day in accordance with the provisions
of SECTION 10.1 of the Indenture.

      (b) The Purchaser has the right to require each of the Holders of Class A
Notes and Class B Notes to sell all and not a part of such Notes to the
Purchaser on any day that such Notes remain outstanding, each such purchase to
be subject to the following:

            (i) the Purchaser shall have provided the relevant Holder with at
      least sixty (60) and not more than ninety (90) days prior written notice
      of such intent to purchase (the "PURCHASE NOTICE");

            (ii)  the Purchase  Notice shall state the date  proposed for such
      purchase, which day shall be a Business Day;

            (iii) prior to the Call Date, the Purchaser shall have complied with
      all of the requirements set forth in the Indenture for a transfer of the
      related Note;

                                       13
<PAGE>
            (iv) prior to 10:00 a.m. (New York City time) on the Call Date, the
      Purchaser shall pay the Call Price for each Note to be purchased to the
      Holder thereof in immediately available funds by wire transfer to such
      account or accounts as the Holder of such Note shall have instructed the
      Purchaser; provided however, if the full amount of the Call Price is
      received later than 10:00 a.m. on the Call Date, such Holder may, in its
      sole discretion, either (A) rescind the purchase, (B) set a new Call Date,
      in which case, the Purchaser shall pay all interest on the relevant Note
      on such date in accordance with the foregoing or (C) proceed with the sale
      of such Note on such date; and, in each case, the Purchaser shall pay all
      costs and expenses incurred by the relevant Holder in connection with such
      delay, including, without limitation, all Breakage Costs; and

            (v) the Purchaser shall, by the close of business on the Call Date,
      pay to the relevant Holder all costs and expenses incurred by such Holder
      in connection with such purchase (including, without limitation, all
      reasonable costs and expenses of counsel to, and accountants for, such
      Holder), all such costs and expenses to be paid by wire transfer in
      immediately available funds by the close of business on such Call Date,
      or, if later, within ten (10) days after receipt by the Purchaser of a
      written invoice therefor.

      All Purchase Notices shall be irrevocable.

      (c) If the Purchaser exercises its rights under clause (b) above, the
Purchaser agrees that it will not amend, modify, waive or restate any provision
of or all of the Indenture or any Note without the prior written consent of the
Deal Agent, which consent may be withheld for any reason or no reason. This
provision shall survive the sale to the Purchaser of any Notes and the
termination of this Agreement.


                                   ARTICLE III

           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER

      SECTION 3.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.

      The Issuer represents and warrants to and covenants with the Note
Investors, the Deal Agent and the Liquidity Agent as follows:

      (a) ORGANIZATION AND GOOD STANDING. The Issuer is a limited partnership
duly organized and validly existing in good standing under the laws of the State
of Delaware, and has full corporate power, authority and legal right to own its
properties and conduct its business as such properties are presently owned and
such business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement and each other Basic Document and to execute,
deliver and perform its obligations under the Notes.

                                       14
<PAGE>
      (b) DUE QUALIFICATION. The Issuer is duly qualified to do business and is
in good standing as a foreign partnership in any state required in order to
conduct its business, and has obtained all necessary licenses and approvals, in
each jurisdiction in which failure to so qualify or to obtain such licenses and
approvals would have a material adverse effect on the conduct of the Issuer's
business.

      (c) DUE AUTHORIZATION. The Issuer has the power and authority to execute
and deliver this Agreement, the Indenture, the Transfer and Servicing Agreement,
the Notes and each other Basic Document. The execution and delivery of this
Agreement, the Indenture, each other Basic Document and the Notes by the Issuer
and the consummation of the transactions provided for in this Agreement and the
Indenture have been duly authorized by the Issuer by all necessary corporate
action on the part of the Issuer.

      (d) NO CONFLICT. The execution and delivery of this Agreement, the
Indenture, the Transfer and Servicing Agreement, the Notes and each other Basic
Document, the performance of the transactions contemplated by this Agreement,
the Transfer and Servicing Agreement, the Indenture and each other Basic
Document and the fulfillment of the terms hereof will not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, any Applicable Law or
any indenture, contract, agreement, mortgage, deed of trust, or other material
instrument to which the Issuer is a party or by which it or any of its
properties are bound.

      (e) NO PROCEEDINGS. There are no proceedings or investigations pending or,
to the best knowledge of the Issuer, threatened, before any court, regulatory
body, administrative agency, arbitrator or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement, the Indenture,
the Transfer and Servicing Agreement, any other Basic Document or the Notes,
(ii) seeking to prevent the issuance of the Notes or the consummation of any of
the transactions contemplated by this Agreement, the Indenture, the Transfer and
Servicing Agreement, the Notes or any other Basic Document, (iii) seeking any
determination or ruling that, individually or in the aggregate, in the
reasonable judgment of the Issuer, would materially and adversely affect the
performance by the Issuer of its obligations under this Agreement, the
Indenture, the Transfer and Servicing Agreement, the Notes or any other Basic
Document, or (iv) seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this Agreement, the
Indenture, the Transfer and Servicing Agreement, the Notes or any other Basic
Document.

      (f) ALL CONSENTS REQUIRED. All approvals, authorizations, consents, orders
or other actions of any Person or of any governmental body or official required
to be obtained on or prior to the date hereof in connection with the execution
and delivery of this Agreement, the Indenture, the Transfer and Servicing
Agreement and the Notes, the performance by the Issuer of the transactions
contemplated by this Agreement, the Indenture, the Transfer and Servicing
Agreement, any other Basic Document and the fulfillment by the Issuer of the
terms hereof, have been obtained.

                                       15
<PAGE>
      (g) SOLVENCY. The Issuer is not insolvent and will not be rendered
insolvent immediately following the consummation on the Closing Date of the
transactions contemplated by this Agreement, the Transfer and Servicing
Agreement, the Indenture and any other Basic Document, including the pledges by
the Issuer to the Indenture Trustee of the Collateral specified in the Granting
Clause of the Indenture.

      (h) NO EVENT OF DEFAULT. After giving effect to the issuance of the Notes
and the transactions contemplated by the Basic Documents, no Event of Default or
Servicer Termination Event, Insurer Default or Insurance Agreement Event of
Default under the ALAC Securitizations exists.

      (i) INFORMATION FURNISHED TO THE DEAL AGENT AND THE INDENTURE TRUSTEE. All
information furnished by or on behalf of the Issuer to the Deal Agent or the
Indenture Trustee will be true and complete in all material respects.

      (j) TAXES. The Issuer has filed all tax returns required to be filed and
has paid or made adequate provision for the payment of all its taxes,
assessments and other governmental charges.

      (k) COMPLIANCE. The Issuer has complied in all material respects with all
Applicable Laws in respect of the conduct of its business and ownership of its
property.

      (l) INVESTMENT COMPANY. The Issuer is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

      (m) ERISA. The present value of all benefits vested under all "employee
pension benefit plans," as such term is defined in Section 3 of ERISA,
maintained by the Issuer, or in which employees of the Issuer are entitled to
participate, as from time to time in effect (herein called the "PENSION PLANS"),
does not exceed the value of the assets of the Pension Plan allocable to such
vested benefits (based on the value of such assets as of the last annual
violation date). No prohibited transactions, accumulated funding deficiencies,
withdrawals or reportable events have occurred with respect to any Pension Plans
that, in the aggregate, could subject the Issuer to any material tax, penalty or
other liability. No notice of intent to terminate a Pension Plan has been
billed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA,
nor has the Pension Benefit Guaranty Corporation instituted proceedings to
terminate, or appoint a trustee to administer a Pension Plan and no event has
occurred or condition exists that might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan.

      (n) HEDGING. The Issuer will not enter into Hedging Agreements or other
agreements or mechanisms for hedging except as set forth in SECTION 3.8 of the
Indenture.

      The representations and warranties set forth in this SECTION 3.1 shall
survive the pledges and grants of liens in the respective Collateral to the
Indenture Trustee on behalf of the Secured Parties. Upon discovery by the
Issuer, the Note Investors, the Deal Agent or the Liquidity Agent

                                       16
<PAGE>
of a breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the others.

                                   ARTICLE IV

                                 INDEMNIFICATION

      SECTION 4.1 INDEMNITIES BY THE ISSUER.

      Without limiting any other rights which the Deal Agent, the Liquidity
Agent, the Secured Parties or any of their respective Affiliates may have
hereunder or under applicable law, the Issuer hereby agrees to indemnify and
hold harmless, and agrees to defend, the Deal Agent, the Liquidity Agent, the
Secured Parties, and each of their respective Affiliates and officers,
directors, employees and agents thereof (each of the foregoing Persons being
referred to as an "INDEMNIFIED PARTY") from and against any and all damages,
losses, claims, liabilities and related costs and expenses, including reasonable
attorneys' fees and disbursements (all of the foregoing being collectively
referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of
them, arising out of or as a result of this Agreement, any other Basic Document
or the Grants of the Collateral or in respect of any Contract, or any other item
of the Collateral, excluding, however, Indemnified Amounts to the extent
resulting from gross negligence or willful misconduct on the part of the Deal
Agent, the Liquidity Agent, such Secured Parties or such Affiliate. If the
Issuer has made any indemnity payment pursuant to this SECTION 4.1 and such
payment fully indemnified the recipient thereof and the recipient thereafter
collects any payments from others in respect of such Indemnified Amounts then,
the recipient shall repay to the Issuer an amount equal to the amount it has
collected from others in respect of such indemnified amounts. Without limiting
the foregoing, the Issuer shall indemnify each Indemnified Party for Indemnified
Amounts relating to or resulting from:

      (a)   any  Contract  treated  as or  represented  by the Issuer to be an
Eligible Contract which is not at the applicable time an Eligible Contract;

      (b) reliance on any representation or warranty made or deemed made by the
Issuer, the Transferor, the Servicer (if the Originator or one of its
Affiliates), the Original Transferors or any of their respective officers under
or in connection with this Agreement, any other Basic Document or the Purchase
Agreements, which shall have been false or incorrect in any material respect
when made or deemed made or delivered;

      (c) the failure by the Issuer, Servicer (if the Originator or one of its
Affiliates) or the Original Transferors to comply with any term, provision or
covenant contained in this Agreement or any agreement executed in connection
with this Agreement or any other Basic Document, or with any applicable law,
rule or regulation with respect to any Contract or any other item of the
Collateral or the nonconformity of any Contract or any other item of the
Collateral with any such applicable law, rule or regulation;

                                       17
<PAGE>
      (d) the failure to vest and maintain vested in the Indenture Trustee for
the benefit of the Secured Parties first priority perfected security interests
in the related Collateral, together with all related Collections, free and clear
of any adverse claim whether existing as of the Original Closing Date or at any
time thereafter;

      (e) the failure to file, or any delay in filing, financing statements or
other similar instruments or documents under the UCC of any applicable
jurisdiction or other applicable laws with respect to any assets which are, or
are purported to be, Collateral, whether at the time of any Grant or at any
subsequent time;

      (f) any dispute, claim, offset or defense of any Obligor to the payment of
any asset which is, or is purported to be, Collateral (including, without
limitation, a defense based on such asset or the related Contract not being a
legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the sale of the
merchandise or services related to such asset or the furnishing or failure to
furnish such merchandise or services;

      (g) any failure of the Issuer, the Transferor, the Servicer (if the
Originator or one of its Affiliates) or the Original Transferors to perform its
duties or obligations in accordance with the provisions of this Agreement, the
Purchase Agreements or any other Basic Document or any failure by the
Originator, the Issuer or any Affiliate thereof to perform its respective duties
under the Contracts;

      (h) any products liability claim or personal injury or property damage
suit or other similar or related claim or action of whatever sort arising out of
or in connection with merchandise or services which are the subject of any
Contract;

      (i) the failure by the Issuer, the Transferor, the Servicer (if the
Originator or one of its Affiliates) or the Original Transferors to pay when due
any Taxes for which such party is liable, including without limitation, sales,
excise or personal property taxes payable in connection with the Collateral;

      (j) any repayment by the Deal Agent, the Liquidity Agent or a Secured
Party of any amount previously distributed in reduction of outstanding principal
amount of any Note or payment of interest or any other amount due hereunder or
under any Hedging Agreement, in each case which amount the Deal Agent, the
Liquidity Agent or a Secured Party believes in good faith is required to be
repaid;

      (k) the commingling of Collections by any Person at any time with other
funds;

      (l) any investigation, litigation or proceeding related to this Agreement
or any other Basic Document or the use of proceeds of the Notes or the ownership
of the Collateral or in respect of any Contract or any other item of the
Collateral;

                                       18
<PAGE>
      (m) any failure by the Issuer to give reasonably equivalent value to the
Transferor in consideration for the transfer by the Transferor to the Issuer of
any assets under the Transfer and Servicing Agreement or any other Basic
Document or any attempt by any Person to void or otherwise avoid any such
transfer under any statutory provision or common law or equitable action,
including, without limitation, any provision of the Bankruptcy Code; or

      (n) the failure of the Issuer, the Transferor, the Servicer, the Original
Transferors or any of their respective agents or representatives to remit
Collections to the Servicer, the Indenture Trustee or the Deal Agent.

Any amounts subject to the indemnification provisions of this SECTION 4.1 shall
be paid by the Issuer to the Deal Agent within two Business Days following the
Deal Agent's demand therefor. If for any reason the indemnification provided
above in this SECTION 4.1 is unavailable to the Indemnified Party or is
insufficient to hold an Indemnified Party harmless, then the Issuer shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect not only the relative benefits received by such Indemnified Party on the
one hand and the Issuer on the other hand but also the relative fault of such
Indemnified Party as well as any other relevant equitable considerations.

                                    ARTICLE V

                      THE DEAL AGENT, THE COLLATERAL AGENT
                             AND THE LIQUIDITY AGENT

      SECTION 5.1 AUTHORIZATION AND ACTION.

      (a) Each Note Investor hereby designates and appoints the First Union
Securities, Inc. as Deal Agent hereunder, and authorizes the Deal Agent to take
such actions as agent on its behalf and to exercise such powers as are delegated
to the Deal Agent by the terms of this Agreement together with such powers as
are reasonably incidental thereto. The Deal Agent shall not have any duties or
responsibilities, except those expressly set forth herein or the other Basic
Documents, or any fiduciary relationship with any Note Investor, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities on
the part of the Deal Agent shall be read into this Agreement or the other Basic
Documents or otherwise exist for the Deal Agent. In performing its functions and
duties hereunder, the Deal Agent shall act solely as agent for the Note
Investors and does not assume nor shall be deemed to have assumed any obligation
or relationship of trust or agency with or for the Issuer or any of its
successors or assigns. The Deal Agent shall not be required to take any action
which exposes the Deal Agent to personal liability or which is contrary to this
Agreement, the other Basic Documents or applicable law. The appointment and
authority of the Deal Agent hereunder shall terminate upon the Termination Date
and the indefeasible payment in full of any other amount due under this
Agreement, the Notes, the Indenture, the Transfer and Servicing Agreement or the
Trustee Fee Letter.

                                       19
<PAGE>
      (b) Each Note Investor hereby designates and appoints First Union National
Bank as Liquidity Agent hereunder, and authorizes the Liquidity Agent to take
such actions as agent on its behalf and to exercise such powers as are delegated
to the Liquidity Agent by the terms of this Agreement together with such powers
as are reasonably incidental thereto. The Liquidity Agent shall not have any
duties or responsibilities, except those expressly set forth herein or the other
Basic Documents, or any fiduciary relationship with any Note Investor, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of the Liquidity Agent shall be read into this Agreement
or the other Basic Documents or otherwise exist for the Liquidity Agent. In
performing its functions and duties hereunder, the Liquidity Agent shall act
solely as agent for the Note Investors and does not assume nor shall be deemed
to have assumed any obligation or relationship of trust or agency with or for
the Issuer or any of its successors or assigns. The Liquidity Agent shall not be
required to take any action which exposes the Liquidity Agent to personal
liability or which is contrary to this Agreement, the other Basic Documents or
applicable law. The appointment and authority of the Liquidity Agent hereunder
shall terminate upon the Termination Date and the indefeasible payment in full
of all of any other amount due under this Agreement, the Notes, the Indenture,
the Transfer and Servicing Agreement or the Trustee Fee Letter.

      (c) The Indenture Trustee hereby designates and appoints First Union
Securities, Inc. as Collateral Agent hereunder, and authorizes the Collateral
Agent to take such actions as agent on its behalf and to exercise such powers as
are delegated to the Collateral Agent by the terms of this Agreement together
with such powers as are reasonably incidental thereto. The Collateral Agent
shall not have any duties or responsibilities, except those expressly set forth
herein and in the other Basic Documents, or any fiduciary relationship with any
Note Investor, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Collateral Agent shall be read
into this Agreement or the other Basic Documents or otherwise exist for the
Collateral Agent. In performing its functions and duties hereunder, the
Collateral Agent shall act solely as agent for the Indenture Trustee on behalf
of the Secured Parties and does not assume nor shall be deemed to have assumed
any obligation or relationship of trust or agency with or for the Issuer or any
of its successors or assigns. The Collateral Agent shall not be required to take
any action which exposes the Collateral Agent to personal liability or which is
contrary to this Agreement, the other Basic Documents or applicable law. The
appointment and authority of the Collateral Agent hereunder shall terminate upon
the Termination Date and the indefeasible payment in full of all of any other
amount due under this Agreement, the Notes, the Indenture, the Transfer and
Servicing Agreement or the Trustee Fee Letter.

      SECTION 5.2 DELEGATION OF DUTIES.

      (a) The Deal Agent may execute any of its duties under this Agreement by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Deal Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

      (b) The Liquidity Agent may execute any of its duties under this Agreement
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all

                                       20
<PAGE>
matters pertaining to such duties. The Liquidity Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.

      (c) The Collateral Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Collateral Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.


      SECTION 5.3 EXCULPATORY PROVISIONS.

      (a) Neither the Deal Agent nor any of its directors, officers, agents or
employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement (except for its,
their or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Note Investors for any recitals,
statements, representations or warranties made by the Issuer contained in this
Agreement or in any certificate, report, statement or other document referred to
or provided for in, or received under or in connection with, this Agreement or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other document furnished in connection
herewith, or for any failure of the Issuer to perform its obligations hereunder,
or for the satisfaction of any condition specified in SECTION 2.1. The Deal
Agent shall not be under any obligation to any Note Investor to ascertain or to
inquire as to the observance or performance of any of the agreements or
covenants contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Issuer. The Deal Agent shall not be deemed
to have knowledge of any Default or Event of Default unless the Deal Agent has
received notice from the Issuer, the Indenture Trustee or any Note Investor.

      (b) Neither the Liquidity Agent nor any of its directors, officers, agents
or employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement (except for its,
their or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to the Deal Agent or any of the Note Investors for any
recitals, statements, representations or warranties made by the Issuer contained
in this Agreement or in any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other document furnished in connection
herewith, or for any failure of the Issuer to perform its obligations hereunder,
or for the satisfaction of any condition specified in SECTION 2.1. The Liquidity
Agent shall not be under any obligation to the Deal Agent or any Note Investor
to ascertain or to inquire as to the observance or performance of any of the
agreements or covenants contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Issuer. The Liquidity Agent
shall not be deemed to have knowledge of any Default or Event of Default unless
the Liquidity Agent has received notice from the Issuer, the Deal Agent or a
Note Investor.

      (c) Neither the Collateral Agent nor any of its directors, officers,
agents or employees shall be (i) liable for any action lawfully taken or omitted
to be taken by it or them under or in

                                       21
<PAGE>
connection with this Agreement (except for its, their or such Person's own gross
negligence or willful misconduct), or (ii) responsible in any manner to the Deal
Agent or any of the Note Investors for any recitals, statements, representations
or warranties made by the Issuer contained in this Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received under or in connection with, this Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other document furnished in connection herewith, or for any
failure of the Issuer to perform its obligations hereunder, or for the
satisfaction of any condition specified in SECTION 2.1. The Collateral Agent
shall not be under any obligation to the Deal Agent or any Note Investor to
ascertain or to inquire as to the observance or performance of any of the
agreements or covenants contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Issuer. The Collateral Agent
shall not be deemed to have knowledge of any Default or Event of Default unless
the Collateral Agent has received notice from the Issuer, the Deal Agent or a
Note Investor.


      SECTION 5.4 RELIANCE.

      (a) The Deal Agent shall in all cases be entitled to rely, and shall be
fully protected in relying, upon any document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Issuer), independent accountants and other experts selected by
the Deal Agent. The Deal Agent shall in all cases be fully justified in failing
or refusing to take any action under this Agreement or any other document
furnished in connection herewith unless it shall first receive such advice or
concurrence of the Collateral Agent, the Holders of 51% of the Outstanding
Amount of the Notes or all of the Note Investors, as applicable, as it deems
appropriate or it shall first be indemnified to its satisfaction by the Note
Investors, PROVIDED that unless and until the Deal Agent shall have received
such advice, the Deal Agent may take or refrain from taking any action, as the
Deal Agent shall deem advisable and in the best interests of the Note Investors.
The Deal Agent shall in all cases be fully protected in acting, or in refraining
from acting, in accordance with a request of the Collateral Agent and the
Holders of 51% of the Outstanding Amount of the Notes or all of the Note
Investors, as applicable, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Note Investors.

      (b) The Liquidity Agent shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Issuer), independent accountants and other
experts selected by the Liquidity Agent. The Liquidity Agent shall in all cases
be fully justified in failing or refusing to take any action under this
Agreement or any other document furnished in connection herewith unless it shall
first receive such advice or concurrence of the Liquidity Banks as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Liquidity Banks, PROVIDED that unless and until the Liquidity Agent shall have
received such advice, the Liquidity Agent may take or refrain from taking any
action, as the

                                       22
<PAGE>
Liquidity Agent shall deem advisable and in the best interests of the Liquidity
Banks. The Liquidity Agent shall in all cases be fully protected in acting, or
in refraining from acting, in accordance with a request of the Liquidity Banks
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Note Investors.

      (c) The Collateral Agent shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any document believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Issuer), independent accountants and other experts
selected by the Collateral Agent. The Collateral Agent shall in all cases be
fully justified in failing or refusing to take any action under this Agreement
or any other document furnished in connection herewith unless it shall first
receive such advice or concurrence of the Deal Agent, the Holders of 51% of the
Outstanding Amount of the Notes or all of the Note Investors, as applicable, as
it deems appropriate or it shall first be indemnified to its satisfaction by the
Note Investors, PROVIDED that unless and until the Collateral Agent shall have
received such advice, the Collateral Agent may take or refrain from taking any
action, as the Collateral Agent shall deem advisable and in the best interests
of the Note Investors. The Collateral Agent shall in all cases be fully
protected in acting, or in refraining from acting, in accordance with a request
of the Deal Agent and the Holders of 51% of the Outstanding Amount of the Notes
or all of the Note Investors, as applicable, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Note
Investors.

      SECTION 5.5 NON-RELIANCE ON DEAL AGENT, COLLATERAL AGENT, LIQUIDITY AGENT
AND OTHER NOTE INVESTORS.

      Each Note Investor expressly acknowledges that none of the Deal Agent, the
Collateral Agent or the Liquidity Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations
or warranties to it and that no act by the Deal Agent, the Collateral Agent or
the Liquidity Agent hereafter taken, including, without limitation, any review
of the affairs of the Issuer, shall be deemed to constitute any representation
or warranty by the Deal Agent, Collateral Agent or the Liquidity Agent. Each
Note Investor represents and warrants to the Deal Agent, the Collateral Agent
and the Liquidity Agent that it has and will, independently and without reliance
upon the Deal Agent, the Collateral Agent, the Liquidity Agent or any other Note
Investor and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and
creditworthiness of the Issuer and made its own decision to enter into this
Agreement.

      SECTION 5.6 REIMBURSEMENT AND INDEMNIFICATION.

Each of the Liquidity Banks agree to reimburse and indemnify the Deal Agent, the
Collateral Agent, the Liquidity Agent and each of their respective officers,
directors, employees, representatives and agents ratably according to their pro
rata share of the Outstanding Amount, to the extent not paid or reimbursed by
the Issuer (i) for any amounts for which the Liquidity Agent, acting in its
capacity as Liquidity Agent, the Deal Agent, acting in its capacity as Deal
Agent or

                                       23
<PAGE>
the Collateral Agent, acting in its capacity as Collateral Agent, is entitled to
reimbursement by the Issuer hereunder and (ii) for any other expenses incurred
by the Liquidity Agent, acting in its capacity as Liquidity Agent, the Deal
Agent, in its capacity as Deal Agent or the Collateral Agent, in its capacity as
Collateral Agent and acting on behalf of the Note Investors, in connection with
the administration and enforcement of this Agreement.

      SECTION 5.7 DEAL AGENT, COLLATERAL AGENT AND LIQUIDITY AGENT IN THEIR
INDIVIDUAL CAPACITIES.

      The Deal Agent, the Collateral Agent, the Liquidity Agent and each of
their respective Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Issuer or any Affiliate of the
Issuer as though the Deal Agent, the Collateral Agent or the Liquidity Agent, as
the case may be, were not the Deal Agent, the Collateral Agent or the Liquidity
Agent, as the case may be, hereunder. With respect to the issuance of Notes
pursuant to this Agreement, the Deal Agent, the Collateral Agent, the Liquidity
Agent and each of their respective Affiliates shall have the same rights and
powers under this Agreement as any Note Investor and may exercise the same as
though it were not the Deal Agent, the Collateral Agent or the Liquidity Agent,
as the case may be, and the terms "NOTE INVESTOR," "NOTE INVESTORS",
"NOTEHOLDER" and "NOTEHOLDERS" shall include the Deal Agent, the Collateral
Agent or the Liquidity Agent, as the case may be, in its individual capacity.

      SECTION 5.8 SUCCESSOR DEAL AGENT, COLLATERAL AGENT OR LIQUIDITY AGENT.

      (a) The Deal Agent may, upon 5 Business Days' written notice to the Issuer
and the Note Investors, resign as Deal Agent. If the Deal Agent shall resign,
then the Collateral Agent and the Holders of 51% of the Outstanding Amount of
the Notes during such 5-day period shall appoint from among the Note Investors a
successor agent. If for any reason no successor Deal Agent is appointed the
Collateral Agent and the Holders of 51% of the Outstanding Amount of the Notes
during such 5-day period, then effective upon the termination of such five day
period, the Note Investors shall perform all of the duties of the Deal Agent
hereunder and the Issuer shall make all payments in respect of the Notes and all
other amounts due under any Basic Document or under any fee letter directly to
the applicable Note Investor and for all purposes shall deal directly with the
Note Investors. After any retiring Deal Agent's resignation hereunder as Deal
Agent, the provisions of this ARTICLE V and ARTICLE IV shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Deal
Agent under this Agreement.

      (b) The Liquidity Agent may, upon 5 days' notice to the Issuer, the Deal
Agent and the Note Investors, and the Liquidity Agent will, upon the direction
of all of the Note Investors (other than the Liquidity Agent, in its individual
capacity) resign as Liquidity Agent. If the Liquidity Agent shall resign, then
the Deal Agent and the Holders of 51% of the Outstanding Amount of the Notes
during such 5-day period shall appoint from among the Note Investors a successor
Liquidity Agent. If for any reason no successor Liquidity Agent is appointed by
the Deal Agent and the Holders of 51% of the Outstanding Amount of the Notes
during such 5-day period, then effective upon the termination of such five day
period, the Note Investors shall perform all of the duties of the Liquidity
Agent hereunder and all payments in respect of the

                                       24
<PAGE>
principal and interest and any amount due at any time hereunder or under any fee
letter directly to the applicable Note Investor and for all purposes shall deal
directly with the Note Investors. After any retiring Liquidity Agent's
resignation hereunder as Liquidity Agent, the provisions of this ARTICLE V and
ARTICLE IV shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Liquidity Agent under this Agreement.

      (c) The Collateral Agent may, upon 5 Business Days' written notice to the
Issuer and the Note Investors, resign as Collateral Agent. If the Collateral
Agent shall resign, then the Deal Agent and the Holders of 51% of the
Outstanding Amount of the Notes during such 5-day period shall appoint from
among the Note Investors a successor agent. If for any reason no successor
Collateral Agent is appointed by the Deal Agent and the Holders of 51% of the
Outstanding Amount of the Notes during such 5-day period, then effective upon
the termination of such five day period, the Note Investors shall perform all of
the duties of the Collateral Agent hereunder and the Issuer shall make all
payments in respect of the Notes and all other amounts due under any Basic
Document or under any fee letter directly to the applicable Note Investor and
for all purposes shall deal directly with the Note Investors. After any retiring
Collateral Agent's resignation hereunder as Collateral Agent, the provisions of
this ARTICLE V and ARTICLE IV shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Collateral Agent under this Agreement.

                                   ARTICLE VI

                           ASSIGNMENTS; PARTICIPATIONS

      SECTION 6.1 ASSIGNMENTS AND PARTICIPATIONS.

      (a) Each Note Investor may upon at least 30 days' written notice to the
Initial Noteholders, the Deal Agent and the Liquidity Agent assign to one or
more banks or other entities all or a portion of its rights and obligations
under this Agreement; PROVIDED HOWEVER, that (i) each such assignment shall be
of a constant, and not a varying percentage of all of the assigning Note
Investor's rights and obligations under this Agreement, (ii) the portion of the
Outstanding Amount of the assigning Note Investor being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than the lesser of
(A) $5,000,000 or an integral multiple of $1,000,000 in excess of that amount
and (B) the full Outstanding Amount of the assigning Note Investor's Note, (iii)
each such assignment shall be to an Eligible Assignee, (iv) the assigning Note
Investor and the assignee with respect to each such assignment shall execute and
deliver to the Deal Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500 or such lesser amount as shall be approved by the Deal Agent and (v) the
parties to each such assignment shall have agreed to reimburse the Deal Agent,
the Liquidity Agent and VFCC for all fees, costs and expenses (including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal
Agent, the Liquidity Agent and VFCC, respectively, in connection with such
assignment, and PROVIDED FURTHER that upon the effective date of such assignment
the provisions of SECTION 3.03(F) of the Amended and

                                       25
<PAGE>
Restated Administration Agreement shall be satisfied. Upon such execution,
delivery and acceptance by the Deal Agent and the Liquidity Agent and the
recording by the Deal Agent, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be the date of acceptance
thereof by the Deal Agent and the Liquidity Agent, unless a later date is
specified therein, (i) the assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a
Note Investor hereunder and (ii) the Note Investor assignor thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Note Investor's rights and obligations under this Agreement, such Note Investor
shall cease to be a party hereto).

      (b) By executing and delivering an Assignment and Acceptance, the Note
Investor assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Note Investor makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Note Investor makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of VFCC or the performance or observance by VFCC of any of
its obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of such financial statements and
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Deal Agent or
the Liquidity Agent, such assigning Note Investor or any other Note Investor and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assigning Note Investor and such assignee confirm
that such assignee is an Eligible Assignee; (vi) such assignee appoints and
authorizes each of the Deal Agent and the Liquidity Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to such agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Note Investor.

      (c) The Deal Agent shall maintain at its address referred to herein a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Note Investors and the
Outstanding Amount of, and the amount of each Note of each Note Investor from
time to time (the "REGISTER"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and VFCC, the Issuer and
the Note Investors may treat each Person whose name is recorded in the Register
as a Note Investor hereunder for all purposes of this Agreement. The Register
shall be available for

                                       26
<PAGE>
inspection by VFCC, the Liquidity Agent or any Note Investor at any reasonable
time and from time to time upon reasonable prior notice.

      (d) Subject to the provisions of SECTION 6.1(A), upon its receipt of an
Assignment and Acceptance executed by an assigning Note Investor and an
assignee, the Deal Agent and the Liquidity Agent shall each, if such Assignment
and Acceptance has been completed and is in substantially the form of EXHIBIT A
hereto, accept such Assignment and Acceptance, and the Deal Agent shall then (i)
record the information contained therein in the Register and (ii) give prompt
notice thereof to VFCC.

      (e) Each Note Investor may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of the
Outstanding Amount of its Note); PROVIDED, HOWEVER, that (i) the Deal Agent
shall have confirmed that upon the effective date of such participation the
provisions of SECTION 3.03(F) of the Amended and Restated Administration
Agreement shall be satisfied and (ii) the Issuer shall have reasonably approved
such participant. Notwithstanding anything herein to the contrary, each
participant shall have the rights of a Note Investor (including any right to
receive payment) under ARTICLE IV. With respect to any participation described
in this SECTION 6.1, the participant's rights, as set forth in the agreement
between such participant and the applicable Note Investor, to agree to or to
restrict such Note Investor's ability to agree to any modification, waiver or
release of any of the terms of this Agreement or any other document or to
exercise or refrain from exercising any powers or rights which such Note
Investor may have under or in respect of this Agreement or any other document
shall be limited to the right specifically given to participants in SECTION 7.4
of this Agreement.

      (f) Each Note Investor may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this SECTION
6.1, disclose to the assignee or participant or proposed assignee or participant
any information relating to the transactions contemplated hereby, the Issuer,
the Transferor, the Servicer, the Original Transferors or VFCC furnished to such
Note Investor by or on behalf of the Issuer or VFCC.

      (g) Nothing herein shall prohibit any Note Investor from pledging or
assigning as collateral any of its rights under this Agreement to any Federal
Reserve Bank in accordance with applicable law and any such pledge or collateral
assignment may be made without compliance with SECTION 6.1(A) or SECTION 6.1(B).

                                   ARTICLE VII

                                  MISCELLANEOUS

      SECTION 7.1 NOTICES, ETC.

      All notices and other communications provided for hereunder shall, unless
otherwise stated herein, be in writing (including telex communication and
communication by facsimile copy) and mailed, telexed, transmitted or delivered,
as to each party hereto, at its address set forth

                                       27
<PAGE>
under its name on the signature pages hereof or specified in such party's
Assignment and Acceptance or at such other address as shall be designated by
such party in a written notice to the other parties hereto. All such notices and
communications shall be effective, upon receipt, or in the case of (a) notice by
mail, five days after being deposited in the United States mails, first class
postage prepaid, (b) notice by telex, when telexed against receipt of answer
back, or (c) notice by facsimile copy, when verbal communication of receipt is
obtained, except that notices and communications pursuant to ARTICLE II shall
not be effective until received with respect to any notice sent by mail or
telex.

      SECTION 7.2 SUCCESSORS AND ASSIGNS.

      This Agreement shall be binding upon the Issuer and each Initial
Noteholder and their respective successors and assigns and shall inure to the
benefit of the Issuer, and the Noteholders and their respective successors and
assigns including the Liquidity Banks; PROVIDED that the Issuer shall not assign
any of its rights or obligations hereunder without the prior written consent of
the Deal Agent. The Issuer hereby acknowledges that each VFCC has assigned and
granted a security interest in all of its rights hereunder and under the Notes
to the Liquidity Banks. In addition, the Issuer hereby acknowledges that VFCC
may at any time and from time to time assign all or a portion of its rights
hereunder to any Liquidity Bank.

      SECTION 7.3 [RESERVED].

      SECTION 7.4 AMENDMENTS.

      (a) Except as provided in this SECTION 7.4, no amendment or modification
of any provision of this Agreement shall be effective without the written
agreement of the Issuer, the Deal Agent and the Note Investors, and no
termination or waiver of any provision of this Agreement or consent to any
departure therefrom by the Issuer shall be effective without the written
concurrence of the Deal Agent and the Holders of 51% of the Outstanding Amount
of the Notes. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

      (b) No provision of this Agreement may be amended, supplemented, modified
or waived except in writing in accordance with the provisions of this SECTION
7.4(B). The Issuer at the direction of the Holders of 51% of the Outstanding
Amount of the Notes and with the prior written consent of the Deal Agent, may
enter into written modifications or waivers of any provisions of this Agreement,
PROVIDED, HOWEVER, that no such modification or waiver shall:

            (i) without the consent of each affected Note Investor, (A) extend
      the Termination Date or the date of any payment or deposit of Collections
      by the Issuer or the Servicer, (B) reduce any fee payable to the Deal
      Agent for the benefit of the Note Investors, (C) amend, modify or waive
      any provision of this SECTION 7.4(B), (F) consent to or permit the
      assignment or transfer by the Issuer of any of its rights and obligations
      under this Agreement, the Note, the Transfer and Servicing Agreement, the
      Indenture or any other Basic Document or (G) amend or modify any defined
      term (or any defined term

                                       28
<PAGE>
      used directly or indirectly in such defined term) used in clauses (A)
      through (E) above in a manner which would circumvent the intention of the
      restrictions set forth in such clauses;

            (ii) without the written consent of the Deal Agent, amend, modify or
      waive any provision of this Agreement or any other Basic Document if the
      effect thereof is to affect the rights or duties of such Deal Agent; or

            (iii) without the written consent of the Liquidity Agent, amend,
      modify or waive any provision of this Agreement or any other Basic
      Document if the effect thereof is to affect the rights or duties of such
      Liquidity Agent.

Notwithstanding the foregoing, without the consent of the Note Investors, the
Deal Agent may, with the consent of the Issuer amend this Agreement solely to
add additional Persons as Note Investors hereunder. Any modification or waiver
shall apply to each of the Note Investors equally and shall be binding upon the
Issuer, the Note Investors and the Deal Agent.

      SECTION 7.5 NO BANKRUPTCY PETITION AGAINST VFCC.

      Each of the parties hereto (other than VFCC) covenants and agrees that,
prior to the date which is one year and one day after the payment in full of all
Commercial Paper Notes issued by VFCC, it will not institute against, or join
any other Person in instituting against, VFCC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or state bankruptcy or similar law.

      SECTION 7.6 COSTS, EXPENSES AND TAXES.

      In addition to the rights of indemnification granted to the Deal Agent,
the Note Investors and their respective Affiliates under ARTICLE IV hereof, the
Issuer agrees to pay on demand all costs and expenses of the Note Investors and
the Deal Agent, and their respective Affiliates, successors or assigns, if any
(including reasonable counsel fees and expenses), incurred in connection with
the enforcement, administration (including periodic auditing), amendment or
modification of, or any waiver or consent issued in connection with, this
Agreement, the Notes, any other Basic Document and the other documents to be
delivered hereunder or thereunder, or in connection herewith or therewith. Any
amounts subject to the provisions of this section shall be paid by the Issuer to
the Deal Agent within ten (10) Business Days following the Deal Agent's demand
therefor.

      SECTION 7.7 SETOFF.

      The Issuer hereby irrevocably and unconditionally waives all right of
setoff that it may have under contract (including this Agreement and any other
Basic Document), applicable law or otherwise with respect to any funds or monies
of any Note Investor at any time held by or in the possession of the Issuer.

                                       29
<PAGE>
      SECTION 7.8 RECOURSE AGAINST CERTAIN PARTIES.

      (a) No recourse under or with respect to any obligation, covenant or
agreement (including, without limitation, the payment of any fees or any other
obligations) of any Secured Party as contained in this Agreement or any other
agreement, instrument or document entered into by it pursuant hereto or in
connection herewith shall be had against any administrator of such Secured Party
or any incorporator, affiliate, stockholder, officer, employee or director of
such Secured Party or of any such administrator, as such, by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of
such Secured Party contained in this Agreement and all of the other agreements,
instruments and documents entered into by it pursuant hereto or in connection
herewith are, in each case, solely the corporate obligations of such Secured
Party, and that no personal liability whatsoever shall attach to or be incurred
by any administrator of such Secured Party or any incorporator, stockholder,
affiliate, officer, employee or director of such Secured Party or of any such
administrator, as such, or any other of them, under or by reason of any of the
obligations, covenants or agreements of such Secured Party contained in this
Agreement or in any other such instruments, documents or agreements, or that are
implied therefrom, and that any and all personal liability of every such
administrator of such Secured Party and each incorporator, stockholder,
affiliate, officer, employee or director of such Secured Party or of any such
administrator, or any of them, for breaches by such Secured Party of any such
obligations, covenants or agreements, which liability may arise either at common
law or at equity, by statute or constitution, or otherwise, is hereby expressly
waived as a condition of and in consideration for the execution of this
Agreement. The provisions of this SECTION 7.8 shall survive the termination of
this Agreement.

      (b) Notwithstanding anything in this Agreement to the contrary, VFCC shall
not have any obligation to pay any amount required to be paid by it hereunder in
excess of any amount available to VFCC after paying or making provision for the
payment of its Commercial Paper Notes. All payment obligations of VFCC hereunder
are contingent on the availability of funds in excess of the amounts necessary
to pay its Commercial Paper Notes and each of the other parties hereto agrees
that it will not have a claim under SECTION 101(5) of the Bankruptcy Code if and
to the extent that any such payment obligation owed to it by VFCC exceeds the
amount available to VFCC to pay such amount after paying or making provision for
the payment of its Commercial Paper Notes.

      SECTION 7.9 FURTHER ASSURANCES.

      The Issuer agrees to do such further acts and things and to execute and
deliver to the Indenture Trustee or the Collateral Custodian such additional
assignments, agreements, powers and instruments as are required by the Deal
Agent, the Liquidity Agent, any Note Investor or the Collateral Custodian to
carry into effect the purposes of this Agreement or the Indenture or to better
assure and confirm unto the Deal Agent, the Liquidity Agent, any Note Investor
or the Collateral Custodian its rights, powers and remedies hereunder or under
any other Basic Document.

                                       30
<PAGE>
      SECTION 7.10 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION
TO VENUE.

      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO, EACH SECURED PARTY
AND EACH HEDGE COUNTERPARTY HEREBY (A) AGREES TO THE NON-EXCLUSIVE JURISDICTION
OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK, NEW YORK COUNTY; (B)
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE
OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND (C)
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.

      SECTION 7.11 WAIVER OF JURY TRIAL.

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO,
EACH SECURED PARTY AND EACH HEDGE COUNTERPARTY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE
RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      SECTION 7.12 EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION.

      This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Agreement. In case any
provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.
This Agreement contains the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof, superseding all prior oral or written understandings
other than any fee letter delivered by the Issuer to the Indenture Trustee.

      SECTION 7.13 HEADINGS.

      Section headings used in this Agreement are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.

                                       31
<PAGE>
      IN WITNESS WHEREOF, each of the parties hereto have caused this Note
Purchase Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.


THE ISSUER:                   PROJECT BRAVE LIMITED PARTNERSHIP
                                    as Issuer

                              By:  FIFS ACQUISITION FUNDING
                                   COMPANY, L.L.C.,
                                   as General Partner

                              By:  FIALAC HOLDINGS, INC.,
                                   as member

                              By: ________________________________
                                    Name:
                                    Title:


                              Project Brave Limited Partnership
                              c/o FIFS Acquisition Funding Company, L.L.C.
                              675 Bering Drive
                              Suite 710
                              Houston, TX 77057

                                    Attention: Bennie H. Duck
                                    Facsimile: 713-260-0028
                                    Telephone: 713-977-2600

<PAGE>
THE PURCHASER:                FIFS ACQUISITION FUNDING COMPANY, L.L.C.
                                    as Purchaser

                              By:  FIALAC HOLDINGS, INC.,
                                      as member

                              By: ________________________________
                                    Name:
                                    Title:


                              FIFS Acquisition Funding Company, L.L.C.
                              675 Bering Drive
                              Suite 710
                              Houston, TX 77057

                                    Attention: Bennie Duck
                                    Facsimile: 713-977-0657
                                    Telephone: 713-977-2600



THE DEAL AGENT AND
THE COLLATERAL AGENT:   FIRST UNION SECURITIES, INC.


                              By____________________________________
                                Name:
                                Title:

                              First Union Securities, Inc.
                              One First Union Center, TW-9
                              Charlotte, North Carolina  28288
                                    Attention:  John Foxgrover
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 383-1085
<PAGE>
INITIAL CLASS A NOTE INVESTOR
AND INITIAL CLASS B NOTE
INVESTOR:                     VARIABLE FUNDING CAPITAL CORPORATION

                              By First Union Securities, Inc.,
                                 as attorney-in-fact


                                    By____________________________________
                                          Name:
                                          Title:

                              Variable Funding Capital Corporation
                              c/o First Union Securities, Inc.
                              One First Union Center, TW-9
                                    Attention:  Conduit Administration
                                    Facsimile:  (704) 383-6036
                                    Telephone:  (704) 383-9343



THE LIQUIDITY AGENT:          FIRST UNION NATIONAL BANK


                              By____________________________________
                                Name:
                                Title:

                              First Union National Bank
                              One First Union Center, TW-9
                              Charlotte, North Carolina  28288
                              Attention:  Terry Begley
                              Facsimile:  (704) 374-3254
                              Telephone:  (704) 374-6913
<PAGE>
                                                                       EXHIBIT A

                        FORM OF ASSIGNMENT AND ACCEPTANCE

                                Dated __________

            Reference is made to the Note Purchase Agreement dated as of August
8, 2000 (the "AGREEMENT") among Project Brave Limited Partnership, as the
Issuer, Variable Funding Capital Corporation, as an Initial Note Investor, the
Note Investors named therein, First Union Securities, Inc., as the Deal Agent
and First Union National Bank, as the Liquidity Agent. Except as otherwise
provided herein, capitalized terms used herein will have the meanings ascribed
to them in the Agreement.

            __________________ (the "ASSIGNOR") and  ___________________  (the
"ASSIGNEE") agree as follows:

            1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and to
all of the Assignor's rights and obligations under the Agreement as of the date
hereof which represents the percentage interest specified in SECTION 1 of
Schedule 1 of all outstanding rights and obligations of the Assignor under the
Agreement, including, without limitation, such interest in the Note held by the
Assignor. After giving effect to such sale and assignment, the amount of
Outstanding Amount with respect to the Note held by the Assignee will be as set
forth in SECTION 2 of Schedule 1.

            2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Agreement or any other instrument or document furnished pursuant thereto;
and (iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of VFCC or the performance or observance by
VFCC of any of its obligations under the Agreement or any other instrument or
document furnished pursuant thereto.

            3. The Assignee (i) confirms that it has received a copy of the
Agreement, together with copies of such financial statements and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the Deal Agent, the
Liquidity Agent, the Assignor or any other Note Investor and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Agreement; (iii) confirms that it is an
<PAGE>
Eligible Assignee; (iv) appoints and authorizes the Deal Agent and the Liquidity
Agent each to take such action as agent on its behalf and to exercise such
powers under the Agreement as are delegated to the Deal Agent and the Liquidity
Agent, respectively, by the terms thereof, together with such powers as are
reasonably incidental thereto; and (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Agreement are
required to be performed by it as a Note Investor.

            4. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to each of the Deal Agent and
the Liquidity Agent for acceptance and recording by the Deal Agent. The
effective date of this Assignment and Acceptance (the "TRANSFER DATE") shall be
the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless
a later date is specified in SECTION 3 of Schedule 1 hereof.

            5. Upon such acceptance by the Deal Agent and the Liquidity Agent
and upon such recording by the Deal Agent, as of the Transfer Date, (i) the
Assignee shall be a party to the Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Note Investor
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Agreement.

            6. Upon such acceptance by the Deal Agent and the Liquidity Agent
and upon such recording by the Deal Agent, from and after the Transfer Date, the
Deal Agent and the Liquidity Agent shall make, or cause to be made, all payments
under the Agreement in respect of the interest assigned hereby (including,
without limitation, all payments of principal and interest with respect thereto)
to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Agreement for periods prior to the Transfer
Date directly between themselves.

            7.    This  Assignment  and  Acceptance  shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  [remainder of page intentionally left blank]

                                       3
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                               [NAME OF ASSIGNOR]


                              By:______________________________________
                                 Name:
                                 Title:

                              ADDRESS FOR NOTICES
                                  [ADDRESS]

                              [NAME OF ASSIGNEE]


                              By:______________________________________
                                 Name:
                                 Title:

                              ADDRESS FOR NOTICES
                                  [ADDRESS]

Acknowledged and accepted
this ___ day of ___________, ____

FIRST UNION NATIONAL BANK,
as Liquidity Agent

By:____________________________________
    Name:
    Title:

Acknowledged and accepted
this ___ day of ___________, ____

FIRST UNION SECURITIES, INC.,
as Deal Agent

By:____________________________________
    Name:
    Title:
<PAGE>
                                   Schedule 1
                                       to
                            Assignment and Acceptance
                                 Dated _________


      SECTION 1.

            Outstanding Amount of Note.   ________
            Type of Note:                       _________.
            Percentage Interest Transferred:    ________%

      SECTION 2.

            Outstanding Amount
            Owing to the Assignee: $_____________


      SECTION 3.

            Transfer Date: ___________________

                                      A-1
<PAGE>
                                                                      SCHEDULE A

                        SCHEDULE OF NOTE PURCHASE PRICES

Class A Note:  $19,204,362.00

Class B Note:  $979,453.00

                                  Schedule A-1