EXHIBIT 10.59

                                                                       EXECUTION
                                                                       COPY

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                           MBIA INSURANCE CORPORATION,
                                    as Surety


                FIRST INVESTORS AUTO RECEIVABLES CORPORATION,
                                  as Transferor



                  FIRST INVESTORS FINANCIAL SERVICES, INC.,
                                    as Seller



                      AUTO LENDERS ACCEPTANCE CORPORATION,
                                   as Servicer

                NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
        as Successor Collateral Agent, Back-up Servicer and Custodian

                  CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                           as Initial Collateral Agent
                                       and

                               NATIONSBANK, N.A.,
                            as Reserve Account Agent

                               AMENDMENT NO. 1 TO
                               INSURANCE AGREEMENT

            First Investors Auto Receivables Corporation Revolving
                  Automobile Receivables Financing Facility

                           Dated as of March 31, 1999

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                     AMENDMENT NO. 1 TO INSURANCE AGREEMENT

      THIS AMENDMENT NO. 1 TO INSURANCE AGREEMENT ("Amendment") amends that
Insurance Agreement dated as of October 1, 1996 (the "Insurance Agreement") by
and among MBIA Insurance Corporation, as Surety, First Investors Auto
Receivables Corporation, as Transferor, First Investors Financial Services,
Inc., as Seller, Chase Bank of Texas (formerly known as Texas Commerce Bank,
National Association), as Collateral Agent, and NationsBank, N.A., as Reserve
Account Agent. This Amendment is dated as of March 31, 1999 by and among MBIA
INSURANCE CORPORATION (the "Surety"), FIRST INVESTORS AUTO RECEIVABLES
CORPORATION, in its capacity as transferor (the "Transferor"), FIRST INVESTORS
FINANCIAL SERVICES, INC., in its capacity as seller (the "Seller"), CHASE BANK
OF TEXAS, NATIONAL ASSOCIATION, as initial Collateral Agent (the "Initial
Collateral Agent"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, in its
capacity as successor Collateral Agent (the "Successor Collateral Agent"), in
its capacity as back-up servicer (the "Back-up Servicer"), and in its capacity
as Custodian (the "Custodian"), AUTO LENDERS ACCEPTANCE CORPORATION, in its
capacity as successor servicer (the "Servicer") and NATIONSBANK, N.A., in its
capacity as Reserve Account Agent (the "Reserve Account Agent").

                                    RECITALS:

      WHEREAS, the Transferor, Enterprise Funding Corporation (the "Company"),
the Reserve Account Agent, the Initial Collateral Agent, the Surety and the
Seller entered into a Security Agreement (as defined herein) dated as of October
22, 1996 (as amended and supplemented from time to time, the "Security
Agreement"), pursuant to which, among other things, the Transferor granted a
security interest in certain collateral as more fully described therein to the
Collateral Agent thereunder for the benefit of the Company and the Surety, to
secure payments under the Note, the Security Agreement, the Note Purchase
Agreement and this Agreement.

      WHEREAS, the Surety issued its Surety Bond (as defined below) at the
request of the Transferor and the Seller, which guarantees payment of Insured
Amounts (as defined in the Surety Bond), upon such terms and conditions as were
mutually agreed upon by the parties and subject to the terms and conditions of
the Surety Bond.

      WHEREAS, the servicing of the Receivables will be transferred from General
Electric Capital Corporation to the Servicer, pursuant to the Servicing Transfer
(as defined in the Servicing Agreement) and the Servicer will perform its
servicing duties pursuant to a Servicing Agreement dated as of March 31, 1999
among the Successor Collateral Agent, the Back-up Servicer, the Transferor and
the Servicer.

      WHEREAS, the parties hereto desire to amend the Insurance Agreement as an
inducement for the Surety to deliver its consent to the Servicing Transfer and
related documents.

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      WHEREAS, the Transferor, the Company, the Reserve Account Agent, the
Initial Collateral Agent, the Successor Collateral Agent, the Surety and the
Seller are entering into an Amendment No. 2 to Security Agreement dated as of
March 31, 1999, pursuant to which the parties thereto are amending certain
provisions to reflect the Servicing Transfer and certain other matters.

      WHEREAS, Section 6.01 of the Insurance Agreement provides that the
Insurance Agreement may be amended with the consent of each of the parties
thereto.

      NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the Servicer, the Back-up Servicer, the Surety, the
Transferor, the Seller, the Initial Collateral Agent, the Successor Collateral
Agent and the Reserve Account Agent agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS

      SECTION 1.01. GENERAL DEFINITIONS. Capitalized terms used in this
Agreement but not otherwise defined herein will have the meanings ascribed to
such terms in the Insurance Agreement.

      SECTION 1.02. ADDITIONAL DEFINED TERMS. The following terms are hereby
added to Article I of the Insurance Agreement in appropriate alphabetical order:
"Amendments" shall mean this Amendment, Amendment No. 1 to Note Purchase
Agreement, Amendment No. 2 to Security Agreement, the Servicing Agreement,
Amendment No. 2 to Purchase Agreement and the Guaranty.

      "Guaranty" means the Guaranty dated as of March 31, 1999 among the Seller,
the Transferor, the Servicer, the Collateral Agent and the Back-up Servicer.

      "Required Rating" shall mean, with respect to a Cap Counterparty, the
rating assigned to the long-term debt obligations of such Cap Counterparty by
each of S&P and Moody's as of the date of this Amendment.

SECTION 1.03. AMENDMENT TO DEFINED TERMS. The following definitions in Article I
of the Insurance Agreement are hereby amended to read as follows (solely for
convenience, added language is italicized and deleted language has been stricken
through):

            (a) "Agreement" means the Insurance Agreement dated as of October
      22, 1996, AS AMENDED AND SUPPLEMENTED, AND including any additional
      amendments or any supplements hereto as herein permitted.

            (b) "Financial Statements" means the balance sheets and the
      statements of income, retained earnings and cash flows and notes thereto
      of FIFSG prepared on a consolidated basis and furnished on behalf of the
      Seller AND THE SERVICER to the Surety pursuant to Section 2.02(c) AND
      2.05(C) hereof.

            (c) "Security Agreement" means the Security Agreement dated as of
      October 22, 1996, among the Company, the Transferor, the Surety, the
      Seller, the Reserve Account Agent and the Collateral Agent, AS AMENDED,
      INCLUDING AS AMENDED BY THE AMENDMENT NO. 2 TO SECURITY AGREEMENT DATED AS
      OF MARCH 31, 1999 BY AND AMONG THE TRANSFEROR, THE COMPANY, THE RESERVE
      ACCOUNT AGENT, THE BACK-UP SERVICER, THE COLLATERAL AGENT, THE SURETY AND
      THE SELLER, AND AS THE SAME MAY BE FURTHER AMENDED AND SUPPLEMENTED AS
      PROVIDED THEREIN.

            (d) "Servicing Agreement" shall MEAN THE SERVICING AGREEMENT DATED
      MARCH 31, 1999, AMONG THE SERVICER, THE TRANSFEROR, THE COLLATERAL AGENT
      AND THE BACK-UP SERVICER.

            (e) "Transaction Documents" means this Agreement, THE GUARANTY, the
      Interest Rate Cap, the Note Purchase Agreement, the Servicing Agreement,
      the Security Agreement, the Purchase Agreement, any Originator Agreement
      and the Note.

                                   ARTICLE II

                       AMENDMENTS TO OPERATIVE PROVISIONS

      SECTION 2.01. COLLATERAL AGENT. All references in the Agreement to the
"Collateral Agent" shall be deemed to refer to (i) prior to the Servicing
Transfer, the Initial Collateral Agent and (ii) on and after the date of the
Servicing Transfer, to the Successor Collateral Agent, in its capacity as
Collateral Agent, Back-up Servicer and Custodian.

      SECTION 2.02. AMENDMENTS TO SECTION 2.01. Section 2.01(h) of the Agreement
is hereby amended as follows (solely for convenience, added language is
italicized and deleted language has been stricken through):

                  "(h) FINANCIAL STATEMENTS. The Financial Statements of FIFSG,
            copies of which the Seller has caused to be furnished to the Surety
            on behalf of the SELLER AND THE SERVICER, (i) are, as of the dates
            and for the periods referred to therein, complete and correct in all
            material respects, (ii) present fairly the financial condition and
            results of operations of the companies reported therein as of the
            dates and for the periods indicated and (iii) have been prepared in
            accordance with generally accepted accounting principles
            consistently applied, except as noted therein and subject to
            year-end adjustments with respect to interim statements. Since the
            date of the most recent Financial Statements, there has been no
            material adverse change in such condition or operations. Except as
            disclosed in the Financial Statements, neither the Seller NOR THE
            SERVICER, is not subject to any contingent liabilities or
            commitments that, individually or in the aggregate, have a

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            material possibility of causing a material adverse change in
            respect of the Seller OR THE SERVICER."

      SECTION 2.03. AMENDMENTS TO SECTION 2.02. Section 2.02(o) of the Agreement
is hereby amended as follows (solely for convenience, added language is
italicized and deleted language has been stricken through):

            "(o) NOTICES UNDER THE INTEREST RATE CAP AND THE NOTE PURCHASE
      AGREEMENT. The Transferor shall promptly forward to the Surety a copy of
      each notice or other communication received by the Transferor or sent by
      the Transferor with respect to the Interest Rate Cap and the Note Purchase
      Agreement. THE TRANSFEROR SHALL PROMPTLY FORWARD TO THE SURETY A COPY OF
      EACH EXECUTED INTEREST RATE CAP ENTERED INTO BY THE TRANSFEROR."

      SECTION 2.04. AMENDMENTS TO SECTION 2.03. Section 2.03(e) of the Agreement
is hereby amended as follows (solely for convenience, added language is
italicized and deleted language has been stricken through):

            "(e) INTEREST RATE CAP. The Transferor will not enter into ANY
      Interest Rate Cap until SUCH Interest Rate Cap AND THE CAP COUNTERPARTY
      HAVE been approved in form and substance and in writing by the Surety;
      provided, however, that MBIA's prior written consent to the Cap
      Counterparty shall not be required if (A) the Cap Counterparty is any of
      the following: (i) NationsBanc Capital Markets; (ii) Bank of America;
      (iii) Wells Fargo Bank; or (iv) First Union Capital Markets, Inc.; and (B)
      such Cap Counterparty referenced in (A) has not been downgraded by either
      of S&P or Moody's below its Required Rating. The Transferor shall not
      agree to any changes to ANY Interest Rate Cap unless the Surety shall have
      previously given its consent. The Transferor shall take or refrain from
      taking any action, and exercise or refrain from exercising any rights of
      the Transferor under ANY Interest Rate Cap, in the manner directed by the
      Surety."

      SECTION 2.05. ADDITION OF SECTION 2.04. Section 2.04 is hereby added to
the Insurance Agreement in appropriate numerical order as follows:

            "SECTION  2.04.  REPRESENTATIONS  AND  WARRANTIES OF THE SERVICER.
      As of the date of the Amendment,  the Servicer represents,  warrants and
      covenants as follows:

            (a) DUE ORGANIZATION AND QUALIFICATION. The Servicer is a
      corporation duly organized, validly existing and in good standing under
      the laws of its jurisdiction. The Servicer is duly qualified to do
      business, is in good standing and has obtained all necessary licenses,
      permits, charters, registrations and approvals (together, "approvals")
      necessary for the conduct of its business as currently conducted and the
      performance of its obligations under the Transaction Documents, in each
      jurisdiction in which the failure to be so qualified or to obtain such
      approvals would render any Transaction Document

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      unenforceable in any respect or would have a material adverse effect upon
      the Transaction.

            (b) POWER AND AUTHORITY. The Servicer has all necessary corporate or
      other power and authority to conduct its business as currently conducted
      and to execute, deliver and perform its obligations under the Transaction
      Documents and to consummate the Transaction.

            (c) DUE AUTHORIZATION. The execution, delivery and performance of
      the Transaction Documents by the Servicer has been duly authorized by all
      necessary corporate action and do not require any additional approvals or
      consents, or other action by or any notice to or filing with any Person,
      including, without limitation, any governmental entity or any partners or
      stockholders, which have not previously been obtained or given by the
      Servicer.

            (d) NONCONTRAVENTION. Neither the execution and delivery of the
      Transaction Documents by the Servicer, the consummation of the
      transactions contemplated thereby nor the satisfaction of the terms and
      conditions of the Transaction Documents:

                  (i) conflicts with or results in any breach or violation of
            any provision of the certificate of incorporation or bylaws or other
            organizational document of the Servicer or any law, rule,
            regulation, order, writ, judgment, injunction, decree, determination
            or award currently in effect having applicability to the Servicer or
            any of its material properties, including regulations issued by an
            administrative agency or other governmental authority having
            supervisory powers over the Servicer;

                  (ii) constitutes a default by the Servicer under or a breach
            of any provision of any loan agreement, mortgage, indenture or other
            agreement or instrument to which the Servicer is a party or by which
            any of its properties, which are individually or in the aggregate
            material to the Servicer, is or may be bound or affected; or

                  (iii) results in or requires the creation of any lien upon or
            in respect of any assets of the Servicer.

            (e) LEGAL PROCEEDINGS. There is no action, proceeding or
      investigation by or before any court, governmental or administrative
      agency or arbitrator against or affecting the Servicer or any of its
      subsidiaries, or any properties or rights of the Servicer or any of its
      subsidiaries, pending or, to the Servicer's knowledge after reasonable
      inquiry, threatened, which, in any case, could reasonably be expected to
      result in a material adverse effect upon the Servicer's ability to perform
      its respective obligations under the Transaction Documents or have a
      material adverse effect upon the Surety.

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            (f) VALID AND BINDING OBLIGATIONS. The Transaction Documents (other
      than the Note), when executed and delivered by the Servicer, will
      constitute the legal, valid and binding obligations of the Servicer,
      enforceable in accordance with their respective terms, except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting creditors' rights generally and
      general equitable principles and public Surety Bond considerations as to
      rights of indemnification for violations of federal securities laws.

            (g) FINANCIAL STATEMENTS. The Servicer hereby represents and
      warrants that: (a) the financial statements of FIFSG, copies of which have
      been furnished to the Surety, (i) are, as of the dates and for the periods
      referred to therein, complete and correct in all material respects, (ii)
      present fairly the financial condition and results of operations of FIFSG
      as of the dates and for the periods indicated and (iii) have been prepared
      in accordance with generally accepted accounting principles consistently
      applied, except as noted therein (subject as to interim statements to
      normal year-end adjustments); (b) since the date of the most recent
      financial statements, there has been no material adverse change in respect
      of such operations or financial condition; and (c) except as disclosed in
      the financial statements, the Servicer is not subject to any contingent
      liabilities or commitments that, individually or in the aggregate, have a
      material possibility of causing a material adverse change in respect of
      the Servicer.

            (h) COMPLIANCE WITH LAW, ETC. No practice, procedure or policy
      employed, or proposed to be employed, by the Servicer in the conduct of
      its business violates any law, regulation, judgment, agreement, order or
      decree applicable to it that, if enforced, could reasonably be expected to
      result in a material adverse effect upon the Servicer's ability to perform
      its respective obligations under the Transaction Documents or have a
      material adverse effect upon the Surety.

            (i) TAXES. The Servicer and the Servicer's parent company or
      companies have filed prior to the date hereof all federal and state tax
      returns that are required to be filed and paid all taxes, including any
      assessments received by them that are not being contested in good faith,
      to the extent that such taxes have become due, except for any failures to
      file or pay that, individually or in the aggregate, would not result in a
      material adverse change with respect to the Servicer.

            (j) ACCURACY OF INFORMATION. Neither the Transaction Documents, nor
      other information relating to the Receivables or related assets, the
      operations of the Servicer (including servicing or origination of loans)
      or the financial condition of the Servicer (collectively, the
      "Documents"), as amended, supplemented or superseded, furnished to the
      Surety by the Servicer contain any statement of a material fact by the
      Servicer which was untrue or misleading in any material adverse respect
      when made. The Servicer has no knowledge or circumstances that could
      reasonably be expected to cause a material adverse change with respect to
      the Servicer. Since the furnishing of the Documents, there has been no
      change nor any development or event involving a prospective change known

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      to the Servicer that would render any of the Documents untrue or
      misleading in a material respect.

            (k) TRANSACTION DOCUMENTS. Each of the representations and
      warranties of the Servicer contained in the Transaction Documents is true
      and correct in all material respects, and the Servicer hereby makes each
      such representation and warranty to, and for the benefit of, the Surety as
      if the same were set forth in full herein.

            (l) SOLVENCY. The Servicer is solvent and will not be rendered
      insolvent by the Transaction and, after giving effect to the Transaction,
      the Servicer will not be left with an unreasonably small amount of capital
      with which to engage in its business, nor does the Servicer intend to
      incur, or believe that it has incurred, debts beyond its ability to pay as
      they mature. The Servicer does not contemplate the commencement of
      insolvency, bankruptcy, liquidation or consolidation proceedings or the
      appointment of a receiver, liquidator, conservator, trustee or similar
      official in respect of the Servicer or any of its assets.

            (m) PRINCIPAL PLACE OF BUSINESS. The principal place of business of
      the Servicer is located in Georgia."

      SECTION 2.06 ADDITION OF SECTION 2.05. Section 2.05 is hereby added to the
Insurance Agreement in appropriate numerical order as follows:

      "SECTION 2.05. AFFIRMATIVE COVENANTS OF THE SERVICER. The Servicer hereby
agrees that during the Term of this Agreement, unless the Surety shall otherwise
expressly consent in writing:

            (a) COMPLIANCE WITH AGREEMENTS AND APPLICABLE LAWS. The Servicer
      shall not be in default under the Transaction Documents and shall comply
      with all material requirements of any law, rule or regulation applicable
      to it. The Servicer shall not agree to any amendment to or modification of
      the terms of any Transaction Documents or its organizational documents
      (including without limitation, its articles of incorporation and bylaws)
      unless the Surety shall have otherwise consented.

            (b) CORPORATE EXISTENCE. The Servicer its successors and assigns,
      shall maintain its corporate or other existence and shall at all times
      continue to be duly organized under the laws of its jurisdiction of
      incorporation or formation and duly qualified and duly authorized (as
      described in subsections 2.04(a), (b) and (c) hereof) and shall conduct
      its business in accordance with the terms of its certificate of
      incorporation and bylaws or other formation documents.

            (c) THE SERVICER TO PROVIDE FINANCIAL STATEMENTS; ACCOUNTANTS'
      REPORTS; OTHER INFORMATION. The Servicer shall keep or cause to be kept in
      reasonable detail books and records of account of the Servicer's, and its
      consolidated subsidiaries', assets and

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      business, including, but not limited to, books and records relating
      to the Transaction. The Servicer shall furnish or cause to be furnished to
      the Surety:

                  (i) FINANCIAL STATEMENTS. All reports, Financial Statements,
            Officer's Certificates and reviews required to be furnished under
            Article II of the Servicing Agreement and Section 2.02(c) of this
            Agreement, including, without limitation, annual audited and
            quarterly unaudited financial statements of FIFSG and its
            consolidated subsidiaries.

                  (ii) INITIAL AND CONTINUING REPORTS. The Servicer shall
            deliver to the Surety the Monthly Servicer Report required by
            Section 2.02(c) of the Servicing Agreement. Such Monthly Report
            shall include, among other things, the outstanding Notional Amount
            of each Interest Rate Cap, and, to the extent that the Floating
            Rate, with respect to any Interest Rate Cap exceeds the Cap Rate for
            the related Collection Period, the termination value of the related
            Interest Rate Cap.

                  All financial statements specified in clause (i) above shall
            be furnished in consolidated form for FIFSG and its subsidiaries.

                  The Surety agrees that it and its agents, accountants and
            attorneys shall keep confidential all financial statements, reports
            and other information delivered by the Servicer pursuant to this
            subsection 2.05(c) to the extent provided in subsection 2.05(e)
            hereof.

            (d) ACCESS TO RECORDS; DISCUSSIONS WITH OFFICERS AND ACCOUNTANTS.
      The Servicer shall, upon the reasonable request of the Surety, permit the
      Surety or its authorized agents:

                  (i) to inspect its books and records as they may relate to the
            Note, the obligations of such party under the Transaction Documents,
            and the Transaction;

                  (ii) to discuss the affairs, finances and accounts of the
            Servicer with the chief operating officer and the chief financial
            officer of the Servicer, and

                  (iii) with the Servicer's consent, which consent shall not be
            unreasonably withheld, to discuss the affairs, finances and accounts
            of the Servicer with such company's independent accountants,
            provided that an officer of the company shall have the right to be
            present during such discussions.

                  Such inspections and discussions shall be conducted during
            normal business hours and shall not unreasonably disrupt the
            business of the Servicer. The books and records of the Servicer will
            be maintained at the address of the Servicer designated herein for
            receipt of notices, unless the Servicer shall otherwise advise the
            parties hereto in writing.

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            (e) CONFIDENTIALITY. The Surety agrees that it and its shareholders,
      directors, agents, accountants and attorneys shall keep confidential any
      matter of which it becomes aware through such inspections or discussions
      (unless readily available from public sources), except as may be otherwise
      required by regulation, law or court order or requested by appropriate
      governmental authorities or as necessary to preserve its rights or
      security under or to enforce the Transaction Documents, provided that the
      foregoing shall not limit the right of the Surety to make such information
      available to its regulators, securities rating agencies, reinsurers,
      credit and liquidity providers, counsel and accountants. If the Surety is
      requested or required (by oral questions, interrogatories, requests for
      information or documents subpoena, civil investigative demand or similar
      process) to disclose any information of which it becomes aware through
      such inspections or discussions, the Surety will promptly notify the
      Servicer of such request(s) so that the Servicer may seek an appropriate
      protective order and/or waive the Surety's compliance with the provisions
      of this Agreement. If, in the absence of a protective order or the receipt
      of a waiver hereunder, the Surety is, nonetheless, in the opinion of its
      counsel, compelled to disclose such information to any tribunal or else
      stand liable for contempt or suffer other censure or significant penalty,
      the Surety may disclose such information to such tribunal that the Surety
      is compelled to disclose, provided that a copy of all information
      disclosed is provided to the Servicer, promptly upon such disclosure.

            (f) NOTICE OF MATERIAL EVENTS. The Servicer shall be obligated
      promptly to inform the Surety in writing of the occurrence of any of the
      following to the extent any of the following relate to it:

                  (i) the submission of any claim or the initiation or threat of
            any legal process, litigation or administrative or judicial
            investigation, or rule making or disciplinary proceeding by or
            against the Servicer that could result in a material adverse effect
            upon the Servicer's ability to perform its respective obligations
            under the Transaction Documents or have a material adverse effect
            upon the Surety, or the promulgation of any proceeding or any
            proposed or final rule which would result in a material adverse
            effect upon the Servicer's ability to perform its respective
            obligations under the Transaction Documents or have a material
            adverse effect upon the Surety;

                  (ii) any change in the location of the Servicer's principal
            offices or any change in the location of the Servicer's books and
            records;

                  (iii) the occurrence of any Event of Default, Potential
            Termination Event, Termination Event, Potential Amortization Event,
            Amortization Event, Potential Wind-Down Event, Wind-Down Event,
            Servicer Event of Default or of any event that would result in a
            material adverse effect upon the Servicer's ability to perform its
            respective obligations under the Transaction Documents or have a
            material adverse effect upon the Surety;

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                  (iv) the commencement of any proceedings by or against the
            Servicer under any applicable bankruptcy, reorganization,
            liquidation, rehabilitation, insolvency or other similar law now or
            hereafter in effect or of any proceeding in which a receiver,
            liquidator, conservator, trustee or similar official shall have
            been, or may be, appointed or requested for the Servicer or any of
            its assets; or

                  (v) the receipt of notice that (A) the Servicer is being
            placed under regulatory supervision, (B) any license, permit,
            charter, registration or approval necessary for the conduct of the
            Servicer's business is to be, or may be suspended or revoked, or (C)
            the Servicer is to cease and desist any practice, procedure or
            Surety Bond employed by the Servicer in the conduct of its business,
            and such cessation may result in a material adverse effect upon the
            Servicer's ability to perform its respective obligations under the
            Transaction Documents or have a material adverse effect upon the
            Surety.

            (g) FINANCING STATEMENTS AND FURTHER ASSURANCES. The Servicer will
      cause to be filed all necessary financing statements or other instruments,
      and any amendments or continuation statements relating thereto, necessary
      to be kept and filed in such manner and in such places as may be required
      by law to preserve and protect fully the interest of the Collateral Agent
      (on behalf of the Secured Parties) in the Collateral. The Servicer shall,
      upon the request of the Surety, from time to time, execute, acknowledge
      and deliver, or cause to be executed, acknowledged and delivered, within
      ten days of such request, such amendments hereto and such further
      instruments and take such further action as may be reasonably necessary to
      effectuate the intention, performance and provisions of the Transaction
      Documents. In addition, the Servicer agrees to cooperate with Standard &
      Poor's and Moody's in connection with any review of the Transaction that
      may be undertaken by Standard & Poor's and Moody's after the date hereof.

            (h) MAINTENANCE OF LICENSES. The Servicer or any successors thereof
      shall maintain all licenses, permits, charters and registrations which are
      material to the conduct of its business.

            (i) THIRD-PARTY BENEFICIARY. The Servicer agrees that the Surety
      shall have all rights of a third-party beneficiary in respect of each
      Transaction Document to which it is a party and hereby incorporates and
      restates their representations, warranties and covenants as set forth
      therein for the benefit of the Surety.

            (j) AMENDMENTS. The Servicer will provide the Surety with written
      notice of any change or amendment to any Transaction Document as currently
      in effect and the Servicer agrees that it will not make any change or
      amendment to any Transaction Document without the prior written consent of
      the Surety thereto.

            (k) MAINTENANCE OF COLLATERAL. On or before each April 15, beginning
      in 2000, so long as the Note is outstanding, the Servicer shall furnish,
      or cause to be furnished, to the Surety and the Collateral Agent an
      officers' certificate either stating that

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      such action has been taken with respect to the recording, filing,
      rerecording and refiling of any financing statements and continuation
      statements as is necessary to maintain the interest of the Collateral
      Agent created by the Security Agreement with respect to the Collateral and
      reciting the details of such action or stating that no such action is
      necessary to maintain such interests. Such officers' certificate shall
      also describe the recording, filing, rerecording and refiling of any
      financing statements and continuation statements that will be required to
      maintain the interest of the Collateral Agent (on behalf of the Secured
      Parties) in the Collateral until the date such next officers' certificate
      is due. The Servicer will use its best efforts to cause any necessary
      recordings or filings to be made with respect to the Collateral.

            (l) CLOSING DOCUMENTS. The Servicer shall provide or cause to be
      provided to the Surety an executed original copy of each document executed
      in connection with the Servicing Transfer within 30 days after the date of
      such closing.

            (m) PREFERENCE AMOUNTS. With respect to any Preference Amount (as
      defined In the Surety Bond), the Servicer shall provide to the Surety upon
      the request of the Surety:

                  (i) a certified copy of the final nonappealable order of a
            court having competent jurisdiction ordering the recovery by a
            trustee in bankruptcy as voidable preference amounts included in
            previous payments to any Insured Party pursuant to the United States
            Bankruptcy Code;

                  (ii) an opinion of counsel satisfactory to the Surety, and
            upon which the Surety shall be entitled to rely, stating that such
            order is final and is not subject to appeal;

                  (iii) an assignment in such form as reasonably required by the
            Surety, irrevocably assigning to the Surety all rights and claims of
            the Servicer, the Collateral Agent and any Insured Party relating to
            or arising under the Transaction Documents against the debtor which
            made such preference payment or otherwise with respect to such
            preference amount; and

                  (iv) appropriate instruments to effect (when executed by the
            affected party) the appointment of the Surety as agent for the
            Collateral Agent and any Insured Party in any legal proceeding
            relating to such preference payment being in a form satisfactory to
            the Surety.

            (n) YEAR 2000 PROGRAM. The Servicer has taken all steps necessary
      and appropriate to prevent any material difficulties in its computer and
      information systems arising from or in connection with the information
      processing challenges associated with the Year 2000, and will provide to
      the Surety such information and reports as the Surety may reasonably
      request from time to time with respect to such steps as have or will be
      taken with respect thereto."

                                       11
<PAGE>
      SECTION 2.07. ADDITION OF SECTION 2.06 TO THE INSURANCE AGREEMENT. Section
2.06 is hereby added to the Insurance Agreement in appropriate numerical order
as follows:

            "SECTION 2.06.  NEGATIVE  COVENANTS OF THE SERVICER.  The Servicer
      hereby agrees that during the Term of this Agreement,  unless the Surety
      shall otherwise expressly consent in writing:

            (a) IMPAIRMENT OF RIGHTS. The Servicer shall not take any action, or
      fail to take any action, if reasonably requested by the Surety, if such
      action or failure to take action may interfere with the enforcement of any
      rights of the Surety under or with respect to the Transaction Documents.
      The Servicer shall give the Surety written notice of any such action or
      failure to act on the earlier of: (i) the date upon which any publicly
      available filing or release is made with respect to such action or failure
      to act or (ii) promptly prior to the date of consummation of such action
      or failure to act. The Servicer shall furnish to the Surety all
      information requested by it that is reasonably necessary to determine
      compliance with this paragraph.

            (b) WAIVER, AMENDMENTS, ETC. Except in accordance with the
      Transaction Documents, the Servicer shall not waive, modify or amend, or
      consent to any waiver, modification or amendment of, any of the terms,
      provisions or conditions of the Transaction Documents without the consent
      of the Surety.

            (c) RECEIVABLES; POLICIES. Except as otherwise permitted in the
      Security Agreement, the Servicer shall not alter or amend any Receivable,
      its credit policies, its collection policies or its charge-off policies in
      a manner that materially adversely affects the Surety unless the Surety
      shall have previously given its consent, which consent shall not be
      unreasonably withheld.

            (d) TRANSACTION DOCUMENTS. The Servicer will not at any time in the
      future deny that the Transaction Documents constitute the legal, valid and
      binding obligations of the Servicer."

      SECTION 2.08. ADDITION OF THE SERVICER TO CERTAIN PROVISIONS. The words
"the Servicer" are hereby added following the phrase "the Transferor" in each
place such phrase appears in the following sections of the Insurance Agreement:
Sections 3.04(a), (except 3.04(a)(vi)); 3.04(d), 3.04(f), 3.05, 3.06, 4.01,
4.02, 4.03, 4.04, 5.01(except 5.01(c) and (e)), 5.02(a)(iii), 5.03, 6.05 and
6.06.

      SECTION 2.09. ADDITION OF SECTION 3.01A. Section 3.01A is hereby added to
the Insurance Agreement in appropriate numerical order as follows:

            "SECTION 3.01A. CONDITIONS PRECEDENT TO SERVICING TRANSFER. The
      Surety hereby consents, subject to the conditions set forth herein, to the
      Servicing Transfer. The Transferor and the Seller shall have complied with
      the terms and satisfied the conditions precedent set forth below:

                                       12
<PAGE>
            (a) Receipt by the Surety of a fully executed copy of the
      Amendments;

            (b) Receipt by the Surety of the following opinions of counsel:

                  (i) The law firm of Buck, Keenan & Owens shall have issued its
            favorable opinion, in form and substance acceptable to the Surety
            and its counsel, regarding and the validity and enforceability of
            the Amendments against the Transferor, the Servicer and the Seller,
            and in-house counsel to the Collateral Agent shall have issued its
            favorable opinion, in form and substance acceptable to the Surety
            and its counsel, regarding and the validity and enforceability of
            the Amendments against the Collateral Agent;

                  (ii) The law firm of Buck, Keenan & Owens shall have issued
            its favorable opinions, in form and substance acceptable to the
            Surety and its counsel and substantially similar to such opinion
            given on the Closing Date, regarding the perfection of the
            Collateral Agent's interest in the Receivables; and

                  (iii) The Surety shall have received such other opinions of
            counsel, in form and substance acceptable to the Surety and its
            counsel, addressing such other matters as the Surety may reasonably
            request;

            (c) Receipt of confirmation from Standard & Poor's and Moody's that
      the rating of the Facility following the Servicing Transfer and without
      regard to the Surety Bond is at least BBB- and Baa3, respectively;

            (d) The representations and warranties of the parties hereto set
      forth or incorporated by reference in this Amendment shall be true and
      correct as of the date hereof;

            (e) The Servicer will cause FIFSG to furnish a certificate to the
      Surety to the effect that (i) the Financial Statements which have been
      furnished to the Surety are, as of the date thereof, complete and correct
      in all material respects; present fairly the financial condition of FIFSG
      on a consolidated basis as of the date thereof; and have been prepared in
      accordance with generally accepted accounting principles consistently
      applied (except as noted therein and subject to year-end adjustments for
      interim statements) and (ii) there has been no material adverse change in
      such conditions or operations;

            (f) Delivery of such other documents, customary closing
      certificates, instruments, approvals or opinions and compliance with such
      requirements and conditions as are reasonably requested by the Surety;

            (g) No suit, action or other proceeding, investigation or
      injunction, or final judgment relating thereto, shall be pending or
      threatened before any court or governmental agency in which it is sought
      to restrain or prohibit or to obtain damages or other relief in connection
      with the Amendments or the consummation of the Servicing Transfer;

                                       13
<PAGE>
            (h) No statute, rule, regulation or order shall have been enacted,
      entered or deemed applicable by any government or governmental or
      administrative agency or court that would make the transactions
      contemplated by any of the Amendments illegal or otherwise prevent the
      consummation thereof; and

            (i) No fact or event which results, or which with notice or the
      passage of time, or both, would result in a Termination Event,
      Amortization Event, Wind-Down Event or Event of Default shall have
      occurred.

      SECTION 2.10. AMENDMENTS TO SECTION 3.07.

            (a) Section 3.07(b) of the Agreement is hereby amended as follows
      (solely for convenience, added language is italicized and deleted language
      has been stricken through):

                  "(b) ANYTHING in subsection 3.07(a) hereof to the contrary
            notwithstanding, the Surety shall be entitled to reimbursement from
            (I) the Seller (i) for payments made under the Surety Bond arising
            as a result of the Transferor's failure to repurchase any Receivable
            required to be repurchased pursuant to Section 3.1 of the Security
            Agreement, or Section 3.02 of the Servicing Agreement, or the
            Seller's failure to repurchase any Receivable required to be
            repurchased pursuant to Section 6.2 of the Purchase Agreement and
            (ii) FROM THE SERVICER for payments made under the Surety Bond,
            arising as a result of the Servicer's failure to deposit into the
            Collection Account any other amount required to be so deposited
            pursuant to the Security Agreement, together with interest on any
            and all amounts remaining unreimbursed (to the extent permitted by
            law, if in respect to any unreimbursed amounts representing
            interest) from the date such amounts became due until paid in full
            (after as well as before judgment), at a rate of interest equal to
            the Late Payment Rate."

            (b) Section 3.07(e) of the Agreement is hereby amended as follows
      (solely for convenience, added language is italicized and deleted language
      has been stricken through):

                  "(e) The Seller, THE SERVICER and the Reserve Account Agent,
            as the case may be, and in each case as to matters concerning
            itself, agree to pay to the Surety as follows: with respect to the
            Seller, interest on any and all amounts described in subclauses (b),
            (c), (f) and (g) and with respect to the Reserve Account Agent,
            interest on any and all amounts described in subclause (d) of this
            Section 3.07 from the date payable or paid by such party until
            payment thereof in full, payable to the Surety at the Late Payment
            Rate per annum."

                                       14
<PAGE>
            (c) Section 3.07(f) of the Agreement is hereby amended as follows
      (solely for convenience, added language is italicized and deleted language
      has been stricken through):

                  "(f) The Collateral Agent, THE SERVICER, the Seller and the
            Transferor agree to pay to the Surety as follows: any payments made
            by the Surety on behalf of, or advanced to, the Collateral Agent,
            THE SERVICER, the Seller or the Transferor, as the case may be,
            consisting of any amounts payable by the Collateral Agent, THE
            SERVICER, the Seller or the Transferor pursuant to the Transaction
            Documents."

                                   ARTICLE III

                                  MISCELLANEOUS

      SECTION 3.01. NOTICES. The following modifications are hereby made to
Section 6.01 of the Insurance Agreement as follows:

            (a) The notice address for Texas Commerce Bank is hereby deleted.

            (b) The following notice addresses are hereby added:

                "To the Collateral Agent, Back-up Servicer and Custodian:

                        Norwest Bank Minnesota, National Association
                        Corporate Trust Services-Asset-Backed Administration
                        Norwest Center
                        Sixth & Marquette
                        Minneapolis, MN 55479-0070
                        Telecopy No.: (612) 667-3539
                        Confirmation: (612) 667-1117"

                To the Servicer:

                       Auto Lenders Acceptance Corporation
                       c/o First Investors Financial Services Group, Inc.
                       Suite 710
                       675 Bering Drive
                       Houston, TX  77057
                       Attention: Tommy A. Moore, Jr.
                       Telecopy No.: 713-977-0657
                       Confirmation: 713-977-2600

                To the Noteholder:

                       Enterprise Funding Corporation

                                       15
<PAGE>
                       c/o Global Securitization Services, LLC
                       25 West 43rd St., Suite 704
                       New York, NY 10036
                       Attention: Kevin Burns
                       Telecopy No.: (212) 302-8767
                       Confirmation: (212)302-8331

      SECTION 3.02. COUNTERPARTS. This Amendment may be executed in counterparts
by the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.

      SECTION 3.03. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THEREOF.

      SECTION 3.04. LIMITED SCOPE. This Amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Surety under the Insurance Agreement.

      SECTION 3.05. RATIFICATION. Except as expressly affected by the provisions
hereof, the Insurance Agreement as amended shall remain in full force and effect
in accordance with its terms and is hereby ratified and confirmed by the parties
hereto. On and after the date hereof, each reference in the Insurance Agreement
to "this Agreement", "hereunder", "herein" or words of like import shall mean
and be a reference to the Insurance Agreement as amended by this Amendment and
any reference to "the parties hereto", "no party hereto" or words of like import
shall be deemed to include all of the parties to this Amendment.

      SECTION 3.06. NOTICE TO RATING AGENCIES. Promptly after the execution of
this Amendment, the Seller shall mail an executed copy of this Amendment to the
Rating Agencies. By execution of this Amendment, the parties acknowledge receipt
of notice of this Amendment.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

                                      16.
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement, all
as of the day and year first above mentioned.

                                    MBIA INSURANCE CORPORATION

                                    By _________________________________________
                                    Title: _____________________________________

                                    FIRST INVESTORS AUTO RECEIVABLES
                                    CORPORATION, as Transferor


                                    By _________________________________________
                                    Title: _____________________________________

                                    FIRST INVESTORS FINANCIAL SERVICES,
                                    INC., as Seller


                                    By _________________________________________
                                    Title: _____________________________________

                                    NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, as Successor Collateral Agent,
                                    Back-up Servicer and Custodian

                                    By _________________________________________
                                    Title: _____________________________________

                                    NATIONSBANK, N.A., as Reserve Account Agent


                                    By _________________________________________
                                    Title: _____________________________________

                                    AUTO LENDERS ACCEPTANCE
                                    CORPORATION, as Servicer


                                    By _________________________________________
                                    Title: _____________________________________
<PAGE>
                                    CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                                    as Initial Collateral Agent

                                    By _________________________________________
                                    Title: _____________________________________