EXHIBIT 10.57

                AMENDMENT NUMBER 2 TO SECURITY AGREEMENT

            AMENDMENT NUMBER 2 TO SECURITY AGREEMENT (this "AMENDMENT"), dated
as of March 31, 1999 among FIRST INVESTORS AUTO RECEIVABLES CORPORATION, a
Delaware corporation, as debtor (in such capacity, the "DEBTOR"), FIRST
INVESTORS FINANCIAL SERVICES, INC., a Texas corporation, as seller (the
"SELLER"), ENTERPRISE FUNDING CORPORATION, a Delaware corpora tion (the
"COMPANY"), MBIA INSURANCE CORPORATION, a New York stock insurance company (the
"SURETY BOND PROVIDER"), NATIONSBANK, N.A., a national banking association,
individually and as Reserve Account Agent (together with its successors and
assigns in such capacity, the "Reserve Account Agent"), CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a national banking association ("CHASE TEXAS"), as initial
Collateral Agent, (the "INITIAL COLLATERAL AGENT"), and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a national banking association ("NORWEST"), as successor
collateral agent (together with its successors and assigns in such capacity, the
"SUCCESSOR COLLATERAL AGENT"), as Back-up Servicer and as Custodian, amending
that certain Security Agreement dated as of October 22, 1996, as amended prior
to the date hereof (the "SECURITY AGREEMENT").

            WHEREAS, the Debtor has requested that the Security Agreement be
amended, with certain provisions relating to the Servicer to become effective
upon the Servicing Transfer (as defined in the Servicing Agreement, dated as of
March 31, 1999, among ALAC, as servicer, the Debtor, and Norwest, as Back-Up
Servicer and as Collateral Agent), to reflect the replacement of GECC as
Servicer with Auto Lenders Acceptance Corporation, a Delaware corporation;

            WHEREAS, the Debtor has requested that the Security Agreement be
amended, with certain provisions relating to the Servicer to become effective
upon the Servicing Transfer, to reflect the appointment of Norwest as Collateral
Agent in replace ment of Chase Texas and to reflect the appointment of Norwest
as Back-up Servicer and as Custodian; and

            WHEREAS, the Debtor has requested that the Security Agreement be
amended, effective as of the date hereof, to reflect an increase in the Facility
Limit and to modify or add certain Termination Events and Amortization Events.

            NOW, THEREFORE, the parties hereby agree as follows:
<PAGE>
            SECTION 1. DEFINED TERMS. As used in this Amendment, capitalized
terms shall have the same meanings assigned thereto in the Security Agreement.

            SECTION 2. ADDITIONAL DEFINED TERMS. The following terms are hereby
added to Section 1.1 of the Security Agreement in appropriate alphabetical
order:

            "ALAC" shall mean Auto Lenders Acceptance Corporation.

            "BACK-UP SERVICING FEE" with respect to a Collection Period shall be
            equal to the quotient obtained by dividing an amount equal to 0.03%
            of the aggregate Principal Balance of the Receivables as of the
            beginning of such Collection Period, by 12.

            "CHANGE IN CONTROL" shall mean the occurrence of any of the
            following: (a) any Person shall, at any time following the Closing
            Date, acquire 51% or more of the total outstanding shares of First
            Investors Financial Ser vices Group, Inc.; (b) any Person shall, at
            any time following the Closing Date, acquire directly or indirectly
            51% or more of the voting control with respect to the total
            outstanding shares of First Investors Financial Services Group,
            Inc.; (c) First Investors Financial Services Group, Inc. shall cease
            to own, directly or indirectly, 51% or more of the total outstanding
            shares of the Seller or ALAC; or (d) First Investors Financial
            Services Group, Inc. shall not have directly or indirectly 51% or
            more of the voting control with respect to the total outstanding
            shares of the Seller or ALAC.

            "CUSTODIAN FILES" shall have the meaning set forth in Section 2.13
            of the Servicing Agreement.

            "NORWEST" means Norwest Bank Minnesota, National Association.

            "SERVICING FEE" with respect to a Collection Period shall be equal
            to the quotient obtained by dividing an amount equal to 2.5% of the
            aggregate Principal Balance of the Receivables as of the beginning
            of such Collec tion Period, by 12.

            "SERVICING TRANSFER" shall have the meaning set forth in the
            Servicing Agreement.

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<PAGE>
            SECTION 3.    AMENDMENT TO DEFINED TERMS.

            (a) The definition of "Available Collections" is hereby deleted and
replaced with the following:

            ""AVAILABLE COLLECTIONS" shall mean, with respect to each Remittance
            Date, all Collections received by the Servicer, from whatever
            source, during or with respect to the prior Collection Period."

            (b) The definition of "Facility Limit" is hereby deleted and
replaced with the following:

            ""FACILITY LIMIT" shall mean $135,000,000."

            (c) The definition of "Servicer" is hereby deleted and replaced with
the following:

            ""SERVICER" shall mean ALAC as servicer under the Servicing
            Agreement or any successor Servicer acceptable to the Surety Bond
            Provider."

            (d) The definition of "Servicer Event of Default" is hereby deleted
and replaced with the following:

            ""SERVICER EVENT OF DEFAULT" means a "Servicer Termination Event" as
            defined in the Servicing Agreement."

            (e) The definition of "Servicing Agreement" is hereby deleted and
replaced with the following:

            ""SERVICING AGREEMENT" shall mean the Servicing Agreement, dated as
            of March 31, 1999, among ALAC, as servicer, the Debtor, and Norwest,
            as Back-Up Servicer and as Collateral Agent, as such agreement may
            be amended, modified and supplemented from time to time (but only
            with the consent of the Surety Bond Provider)."

            (f) The definition of "FIARC Event of Default" is hereby deleted.

            (g) The definition of "Termination Date" is hereby amended to delete
"October 22, 1997" and replace it with "March 17, 2000".

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<PAGE>
            SECTION 4. AMENDMENT TO SECTION 2.1. The third paragraph of Section
2.1 of the Security Agreement is hereby deleted and replaced with the following:

            "In connection with the grant of the security interest pursuant to
            this Section 2.1, the Debtor agrees to direct ALAC as Servicer, on
            or prior to the Servicing Transfer, to indicate, on or prior to the
            Servicing Transfer, clearly and unambiguously in its computer files
            described in the preceding paragraph that an undivided interest in
            the Receivables created in connec tion with the Receivables has been
            pledged to the Collateral Agent pursu ant to this Agreement. The
            Debtor shall deliver to the Collateral Agent a computer file or
            microfiche list containing a true and complete list of all such
            Receivables, identified by account number and principal balance as
            of the end of the Collection Period ending immediately prior to the
            Servic ing Transfer. Such file or list shall be marked as the
            Receivable Schedule and EXHIBIT B to this Agreement, delivered to
            the Collateral Agent as confidential and proprietary information,
            and is hereby incorporated into and made a part of this Agreement.
            The Debtor agrees to deliver to the Collateral Agent at such times
            as requested by the Collateral Agent in connection with a
            third-party's request to review EXHIBIT B, as provided in the
            financing statement filed by the Collateral Agent under the UCC, a
            computer file or microfiche list containing a true and complete list
            of all Receivables, including all Receivables created on or after
            the Cut-Off Date, in existence as of the later of (w) the last day
            of the prior Collection Period, (x) the most recent Addition Date or
            (y) the most recent Removal Date by account number and by Principal
            Balance as of such day or date. Such updated and revised file or
            list shall be marked as the Receivable Schedule and EXHIBIT B to
            this Agreement, delivered to the Collateral Agent as confidential
            and proprietary information, shall replace the previously delivered
            Receivable Schedule identified as EXHIBIT B, and shall be
            incorporated into and made a part of this Agreement. The Debtor
            agrees to direct the Servicer, by the end of each Collection Period
            to indicate clearly and unambiguously in its computer files that an
            undivided interest in the Receivables has been pledged to the
            Collateral Agent pursuant to this Agreement."

            SECTION 5. AMENDMENT TO SECTION 3.1(Q). Section 3.1(q) of the
Security Agreement is hereby deleted and replaced with the following:

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            "(q) The Seller has provided to the Collateral Agent the sole
            original counterpart of such Receivable as amended, and the related
            title document or the application for title document, previously in
            the possession of the Seller.

            SECTION 6. AMENDMENT TO SECTION 3.2(L)(I). Section 3.2(l)(i) of the
Security Agreement is hereby deleted and replaced with the following:

            "(i) NOTICE OF TERMINATION EVENT, AMORTIZATION EVENT, WIND-DOWN
            EVENT, POTENTIAL TERMINATION EVENTS, POTENTIAL AMORTIZATION EVENT OR
            POTENTIAL WIND-DOWN EVENT. As soon as possible and in any event
            within five days of becoming aware of the occurrence of each
            Termination Event, Amorti zation Event, Wind-Down Event, or each
            Potential Termination Event, Potential Amortization Event or
            Potential Wind-Down Event hereunder, or each Servicer Event of
            Default under the Servicing Agreement, a state ment of the chief
            financial officer or chief accounting officer of the Debtor setting
            forth details of such Termination Event, Amortization Event,
            Wind-Down Event, Potential Termination Event, Potential Amortization
            Events or Potential Wind-Down Event or Servicer Event of Default and
            the action which the Debtor proposes to take with respect thereto."

            SECTION 7. AMENDMENT TO SECTION 4.1. Section 4.1 of the Security
Agreement is hereby deleted and replaced with the following:

            "SECTION 4.1. SERVICING. (a) Pursuant to the Servicing Agreement,
            the Debtor has contracted with Auto Lenders Acceptance Corporation
            ("ALAC") to act as servicer to manage, collect and administer each
            of the Receivables. Until such time as ALAC is terminated as
            servicer under the Servicing Agreement, references to the Servicer
            herein shall refer to ALAC as servicer under the terms of the
            Servicing Agreement. In the event of a Servicer Event of Default
            pursuant to Section 5.01 of the Servicing Agreement, the Debtor,
            shall upon the written direction of the Surety Bond Provider, or
            may, with the consent of the Surety Bond Provider, terminate ALAC as
            Servicer thereunder, but in any event shall notify Moody's and S&P
            of such Servicer Event of Default. Upon the termination of ALAC as
            servicer of the Receivables pursuant to Section 5.01 of the
            Servicing Agreement, a successor servicer shall be appointed
            pursuant to the terms of the Servicing Agreement and all references
            herein to the Servicer shall be deemed to refer to such successor
            servicer.

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<PAGE>
            (b) There shall be established on the Closing Date and maintained,
            for the benefit of the Secured Parties, in the trust department of
            the Collateral Agent, a segregated account (the "COLLECTION
            ACCOUNT"), bearing a desig nation clearly indicating that all of the
            funds deposited therein are held for the benefit of the Secured
            Parties. Funds on deposit in the Collection Account (other than
            investment earnings) shall be invested by the Collat eral Agent at
            the direction of the Debtor in Eligible Investments that will mature
            so that such funds will be available prior to the next succeeding
            Remittance Date, except that in the case of funds representing
            Collections with respect to a succeeding Collection Period, such
            Eligible Investments may mature so that such funds will be available
            no later than the Business Day prior to the Remittance Date for such
            Collection Period. Any funds on deposit in the Collection Account to
            be so invested shall be invested solely in Eligible Investments. On
            each Remittance Date, all interest and earnings (net of losses and
            investment expenses) on funds on deposit in the Collection Account
            shall be available to make any payments required hereunder and shall
            be distributed pursuant to the priorities set forth in Section 5.1.

            (c) The Debtor shall cause the Servicer under the Servicing
            Agreement to deposit all Collections in the Collection Account no
            later than the close of business on the Business Day following
            receipt thereof by the Servicer."

            SECTION 8. AMENDMENT TO SECTION 4.2. The introductory paragraph of
Section 4.2 of the Security Agreement is hereby deleted and replaced with the
following:

            "At any time following the designation of a Servicer (other than
            ALAC) pursuant to Section 4.1 hereof and Section 2.01 at the
            Servicing Agree ment as a result of the occurrence of a Servicer
            Event of Default pursuant to Section 5.01 of the Servicing
            Agreement:"

            SECTION 9. AMENDMENT TO SECTION 4.4. Section 4.4 of the Security
Agreement is hereby deleted and replaced with the following:

            "SECTION 4.4 MONTHLY DEBTOR'S CERTIFICATE. On each Determination
            Date, the Debtor shall deliver or cause the Servicer to deliver to
            the Administrative Agent, the Surety Bond Provider and the
            Collateral Agent a certificate, signed by the Debtor and the
            Servicer, in substantially the

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<PAGE>
            form of Exhibit A-1 to the Servicing Agreement (the "MONTHLY
            DEBTOR'S CERTIFICATE") for the related Collection Period. The
            Company shall provide (or cause the Administrative Agent to provide)
            to the Debtor, by the 10th day of the calendar month following the
            Collection Period to which such Monthly Debtor's Certificate
            relates, information relating to the amount of each obligation of
            the Company which comprises Carrying Costs for such Collection
            Period. The Monthly Debtor's Certificate shall specify whether a
            Termination Event, an Amortization Event or Wind-Down Event is
            deemed to have occurred with respect to the Collection Period
            preceding such Determination Date. Upon receipt of the Monthly
            Debtor's Certificate, the Collateral Agent shall rely (and shall be
            fully protected in so relying) on the information contained therein
            for the purposes of making distributions and allocations as provided
            for herein."

            SECTION 10. AMENDMENT TO SECTION 5.1. (a) Section 5.1(a)(ii) of the
Security Agreement is hereby deleted and replaced with the following:

            "(ii) FIRST, to pay to the Collateral Agent all fees and expenses
            due pursuant to Section 7.2 (a) hereof, SECOND, to the Servicer the
            Servicing Fee due with respect to the related Collection Period and
            an amount equal to the amount of expenses due to be reimbursed
            pursuant to this Section 5.1(a)(ii) to the Servicer as provided in
            Section 2.11(b) of the Servicing Agreement, and THIRD to the suc
            cessor Servicer an amount not in excess of $50,000 in payment of any
            transition expenses of such successor Servicer under the Servicing
            Agreement due to be reimbursed by the Debtor;"

            (b) Section 5.1(a)(xi) of the Security Agreement is hereby deleted
and replaced with the following:

            "(xi) FIRST, to the Servicer in payment of all expenses of the
            Servicer under the Servicing Agreement due to be reimbursed by the
            Debtor and not paid on such Remittance Date as a result of the
            limitation set forth in clause SECOND of Section 5.1(a)(ii), and
            SECOND, to the successor Servicer all expenses of the successor
            Servicer due to be reimbursed and not paid under clause THIRD of
            Section 5.1(a)(ii); and THIRD, all remaining amounts shall be
            distributed by the Collateral Agent to a bank account designated by
            the Debtor for further distribution."

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            SECTION 11.   AMENDMENTS TO SECTION 6.1.  (a)  Section 6.1(g) of the
Security Agreement is hereby deleted and replaced with the following:

                  "(g) there shall be an unwaived and uncured default by the
            Seller, the Servicer or the Debtor under any material agreement for
            borrowed money to which the Seller, the Servicer or the Debtor is a
            party or there shall be a Servicer Event of Default under the
            Servicing Agreement;"

            (b) Section 6.1(m) of the Security Agreement is hereby deleted and
replaced with the following:

                  "(m) (i) a final judgment for the payment of money in excess
            of $1,000,000 shall have been rendered against the Seller or any of
            its affili ates by a court of competent jurisdiction and the Seller
            or such affiliate(s) shall not have either: (1) discharged or
            provided for the discharge of such judgment in accordance with its
            terms, or (2) perfected a timely appeal of such judgment and caused
            the execution thereof to be stayed (by supersedeas or otherwise)
            during the pendency of such appeal or (ii) the Seller shall have
            made payments of amounts in excess of $1,000,000 in settlement of
            any litigation;

            (c) Section 6.1(n) of the Security Agreement is hereby deleted and
replaced with the following:

                  "(n) the weighted average APR of the Loans is less than
            17.25%;"

            (d) The Termination Event set forth in Section 6.1(s) of the
Security Agreement is hereby deleted and replaced with the following:

                  "(s)  [Reserved]."

            (e) The following subsections are hereby added to Section 6.1 of the
Security Agreement in appropriate alphabetical order:

            "(x)  a Change of Control occurs;"

            "(y) First Investors Financial Services Group, Inc.'s GAAP equity as
            a percentage of its on-balance portfolio falls below 10% measured as
            of the

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            end of each fiscal quarter of First Investors Financial Services
            Group, Inc., beginning with the fiscal quarter ending July 31,
            1999;"

            "(z) First Investors Financial Services Group, Inc.'s EBITDA
            Coverage Ratio, measured on a rolling six-month basis as of the end
            of each fiscal quarter of First Investors Financial Services Group,
            Inc. (beginning with the fiscal quarter ending July 31, 1999), falls
            below 1.3 to 1;."

            SECTION 12.   AMENDMENTS TO SECTION 6.3.  (a)  Section 6.3(b) of the
Security Agreement is hereby deleted and replaced with the following:

            "(b) The Seller fails to maintain a working capital facility of at
            least $10,000,000;"

            (b) Section 6.3(d) is hereby deleted and replaced with the
following:

                  "(d) the departure of any two of the following executives from
            the Seller: Tommy Moore, Joseph Pisano and Bennie Duck, if a replace
            ment for such individual(s) acceptable to the Surety Bond Provider
            is not appointed within 90 days;"

            (c) Section 6.3(e) of the Security Agreement is hereby deleted and
replaced with the following:

                  "(e)    ALAC, as Servicer, is no longer obligated to service
            new Loans originated by the Seller;"

            SECTION 13.  NEW SECTION 7.8.  There is hereby added to the Security
Agreement a new Section 7.8 which is as follows:

            "Section 7.8  DOCUMENTS HELD BY THE COLLATERAL AGENT; INDICATION OF
            DEBTOR OWNERSHIP; INSPECTION AND RELEASE OF RECEIVABLE FILES.

            (a) The Collateral Agent, effective upon the Servicing Transfer, is
            hereby irrevocably appointed as agent of the Secured Parties to hold
            and maintain physical possession of the Custodian Files in
            accordance with this Agreement and the Servicing Agreement and the
            Collateral Agent hereby accepts such appointment. The Custodian
            Files are to be delivered to the Collateral Agent by or on behalf of
            the Debtor within two (2)

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            Business Days preceding the Servicing Transfer or date of a
            Subsequent Funding, as the case may be, with respect to each
            Receivable on the date of the Servicing Transfer or the date of a
            Subsequent Funding.

            (b) Within five (5) Business Days of its receipt of the original
            retail installment sale or loan contract and security agreements,
            the Collateral Agent shall stamp each such retail installment sale
            or loan contract and security agreement with language substantially
            as follows: This contract has been assigned to First Investors Auto
            Receivables Corporation (the "Debtor") and the Debtor has granted
            all of its right, title and interest in this contract to the
            Collateral Agent for the benefit of the Secured Parties.

            (c) The Collateral Agent shall within five (5) Business Days after
            receipt, review 100% of the Custodian Files to verify the presence
            of the original retail installment sale or loan contract and an
            original Certificate of Title with respect to each Receivable. In
            the event that the Collateral Agent discovers an exception to any of
            the above items, the Collateral Agent shall within five (5) Business
            Days after each Collection Period with respect to each of the
            foregoing inspections performed by the Collat eral Agent during such
            Collection Period, deliver a written notice to the Rating Agencies,
            the Back-Up Servicer, the Seller, the Debtor and the Surety Bond
            Provider, specifying which of the above items have not been received
            by the Collateral Agent with respect to each Receivable added to the
            Collateral during such Collection Period and any preceding
            Collection Period. With respect to any Receivable for which any of
            the foregoing documents has not been delivered to the Collateral
            Agent or corrected before delivery by the Collateral Agent of a
            written notice with respect to such Custodian File, the Debtor shall
            remove or cause the removal of the related Receivable from the
            Collateral, and the Debtor shall cause the Seller to acquire and
            repurchase, respectively, such Receivable from the Collateral and
            deposit the Repurchase Price in the Collection Account. Other than
            the reviews set forth in this paragraph, the Collateral Agent shall
            have no duty or obligation to review any of the Custodian Files.

            (d) The Collateral Agent agrees to maintain the Custodian Files
            which are delivered to it at the Corporate Trust Offices of the
            Collateral Agent as shall from time to time be identified to the
            Surety Bond Provider and the Noteholder by written notice delivered
            promptly but in no event later than 20 days after any change in
            location. Subject to the foregoing, the Collat eral Agent may
            temporarily move individual Custodian Files or any portion thereof
            without notice as necessary to allow the Servicer to con duct
            collection and other servicing activities in accordance with its cus
            tomary practices and procedures. The Debtor shall cause the Servicer
            and each successor Servicer to take whatever actions are required
            subject to the other provisions of this Agreement, including, but
            not limited to, the filing of financing statements, as a result of
            relocating the Custodian Files, if any, to maintain the perfection
            of the Collateral Agent's right, title and interest in and to the
            Receivables and the Custodian Files.

            (e) The Collateral Agent shall have and perform the following powers
            and duties:

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                   (i)    hold the Custodian Files for the benefit of the
                          Secured Parties, and maintain a current inventory
                          thereof;

                  (ii)    carry out such policies and procedures in accordance
                          with its customary actions with respect to the
                          handling and custody of the Custodian Files so that
                          the integrity and physical possession of the Custodian
                          Files will be main tained; and

                  (iii)   promptly release the original retail installment
                          sale or loan contract evidencing a Receivable or the
                          original certificate of title to a Financed Vehicle
                          then held by it to the Servicer upon receipt of a
                          written request for release of documents certified by
                          an officer of the Servicer, sub stantially in the form
                          of Exhibit C to the Servicing Agree ment, with respect
                          to the matters therein; provided, how ever that the
                          Collateral Agent shall be deemed to have received
                          proper instructions with respect to the Custodian
                          Files upon its receipt of written instructions from
                          the Servicer in the form of Exhibit C to the Servicing
                          Agreement."

            SECTION 14. EXHIBIT H. Exhibit H to the Security Agreement, and the
description thereof in the table of exhibits, is hereby deleted and replaced
with "[Reserved]."

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            SECTION 15. THE COLLATERAL AGENT. (a) Effective upon the Servicing
Transfer, Chase Texas hereby resigns from its position as Collateral Agent under
the Security Agreement, and the Debtor, the Seller, the Surety Bond Provider,
the Company and NationsBank hereby consent to such resignation.

            (b) Effective upon the Servicing Transfer, the Secured Parties
hereby appoint Norwest as successor Collateral Agent under the Security
Agreement and Norwest accepts such appointment.

            (c) Effective upon the Servicing Transfer, Chase Texas hereby
assigns all right, title and interest in and to the Collateral to Norwest, in
its capacity as Successor Collateral Agent, and hereby agrees to take any and
all actions necessary or reasonably requested by the Secured Parties in order to
effectuate such assignment.

            (d) All notices required to be given to Norwest in its capacity as
Successor Collateral Agent shall be directed as follows:

            Norwest Bank Minnesota, National Association
            Norwest Center
            Sixth & Marquette
            Minneapolis, Minnesota 55479-0070
            Attention:  Corporate Trust Services - Asset-Backed Administration
            Telecopy: (612) 667-3539
            Confirmation:  (612) 667-1117

            SECTION 16. CHANGE IN ADDRESS OF THE COMPANY. Effective upon the
date hereof, the address of the Company set forth in Section 8.1 of the Security
Agree ment is hereby deleted and replaced with the following:

            Enterprise Funding Corporation
            c/o Global Securitization Services, LLC
            25 West 43rd St., Suite 704
            New York, New York  10036
            Attention:   Kevin Burns
            Telecopy:   (212) 302-8767
            Confirmation: (212) 302-8331

            SECTION 17. EFFECTIVENESS. The provisions of this Amendment shall
not become effective until such time as the Servicing Transfer (as defined in
the Servic ing Agreement) shall have occurred; provided, however, that the
following provisions of this Amendment shall become effective as of the date
hereof: the definition of "Change of Control" in Section 2, Section 3(b),
Section 3(g), Sections 11(a), (b), (c) and (e), Sections 12(a) and (b) and
Sections 16 through 21.

            SECTION 18. 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 Company, the Debtor, the Seller, the Collateral
Agent, the Reserve Account Agent, or the Surety Bond Provider under the Security
Agreement.

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            SECTION 19. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            SECTION 20. SEVERABILITY; COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

            SECTION 21. RATIFICATION. Except as expressly affected by the
provisions hereof, the Security 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 Security
Agreement to "this Agreement", "hereunder", "herein" or words of like import
shall mean and be a reference to the Security Agreement as amended by this
Amendment.

          [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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            IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment Number 2 as of the date first written above.


                                 FIRST INVESTORS AUTO RECEIVABLES
                                   CORPORATION, as Debtor


                                 By: ___________________________________________
                                     Name:
                                     Title:


                                 FIRST INVESTORS FINANCIAL
                                   SERVICES, INC.
                                   as Seller


                                 By: ___________________________________________
                                     Name:
                                     Title:
<PAGE>
                                 MBIA INSURANCE CORPORATION
                                   as Surety Bond Provider


                                 By: ___________________________________________
                                     Name:
                                     Title:
<PAGE>
                                 CHASE BANK OF TEXAS,
                                   NATIONAL ASSOCIATION
                                   as initial Collateral Agent


                                 By: ___________________________________________
                                     Name:
                                     Title:
<PAGE>
                                 NORWEST BANK MINNESOTA,
                                   NATIONAL ASSOCIATION
                                   as successor Collateral Agent


                                 By: ___________________________________________
                                     Name:
                                     Title:
<PAGE>
                                 NATIONSBANK N.A.
                                   individually and as Reserve Account Agent


                                 By: ___________________________________________
                                     Name:
                                     Title:
<PAGE>
                                 ENTERPRISE FUNDING CORPORATION,
                                   as Company


                                 By: ___________________________________________
                                     Name:
                                     Title: