EXHIBIT 10.7(b)

                                                                  EXECUTION COPY


                               AMENDMENT NO. 1 TO
                         MASTER TRUST ACCOUNT AGREEMENT

     THIS AMENDMENT NO. 1 TO MASTER TRUST ACCOUNT  AGREEMENT (this  "Amendment")
is made as of October 7, 2003 by and among UNION ACCEPTANCE CORPORATION ("UAC"),
individually  and as  predecessor  servicer (the  "Predecessor  Servicer"),  UAC
SECURITIZATION  CORPORATION  ("UACSC")  as  seller,  PERFORMANCE  SECURITIZATION
CORPORATION  ("PSC"), as seller and as depositor,  BNY MIDWEST TRUST COMPANY, as
successor  to the  corporate  trust  administration  of Harris Trust and Savings
Bank, as indenture  trustee under the various  Indentures  described below other
than the 2000-B  Indenture (as defined below) (the "BNY Indenture  Trustee") and
as trustee (the "Trustee")  under the various  Pooling and Servicing  Agreements
described  below,  THE BANK OF NEW YORK,  as indenture  trustee under the 2000-B
Indenture (the "BONY Indenture  Trustee"),  WILMINGTON TRUST COMPANY,  as master
trustee (the "Master Trustee"),  SYSTEMS & SERVICES  TECHNOLOGIES,  INC., ("SST"
and,  in its  capacity as servicer or  successor  servicer  under the  Servicing
Agreements,  "Servicer" or "Successor Servicer"), JPMORGAN CHASE BANK, as master
trust  paying  agent  (the  "Master  Trust  Paying   Agent"),   MBIA   INSURANCE
CORPORATION,   as  financial   guaranty   insurer   ("MBIA")  and  the  CREDITOR
REPRESENTATIVE  (UAC, UACSC, PSC, the Trustee,  the BONY Indenture Trustee,  the
BNY Indenture Trustee,  the Master Trustee,  SST, the Master Trust Paying Agent,
MBIA and the  Creditor  Representative,  each  party  in each of its  capacities
listed above, collectively the "MTAA Parties").

                             PRELIMINARY STATEMENTS

     WHEREAS,  the MTAA Parties  entered into that certain  Master Trust Account
Agreement dated as of April 17, 2003 (the "Master Trust Agreement");

     WHEREAS,  each of UACSC  and PSC  wishes  to  refinance  certain  Notes and
Investor  Certificates  that are presently subject to the Master Trust Agreement
by exercising  certain  clean up calls to reacquire  certain motor vehicle loans
from eligible  trusts by having UACSC issue new notes (the "UACSC Notes") backed
by such reacquired motor vehicle loans;

     WHEREAS,  the UACSC  Notes will be issued  pursuant  to that  certain  Base
Indenture (the "Base Indenture") dated as of October 7, 2003 by and among UACSC,
JPMorgan Chase Bank, as paying agent (in such capacity  thereunder,  the "Paying
Agent")  and  as  Note  Registrar  (in  such  capacity  thereunder,   the  "Note
Registrar"),  and  Wilmington  Trust  Company,  as  indenture  trustee  (in such
capacity thereunder, the "UACSC Indenture Trustee") including any supplements to
such Base Indenture  entered into between UACSC and the UACSC Indenture  Trustee
from time to time (the "Series Supplements" and together with the Indenture, the
"UACSC Indenture");

     WHEREAS,  the motor vehicle loans acquired by UACSC as described above will
be serviced pursuant to that certain Servicing  Agreement dated as of October 7,
2003 between UACSC and SST (the "UACSC Servicing Agreement");

<PAGE>


     WHEREAS,  the UACSC Notes will be  guaranteed by MBIA pursuant to the terms
of certain  insurance  policies (the "UACSC  Policies") to be issued pursuant to
that certain  Master  Insurance and  Reimbursement  Agreement  (the "2003 Master
Insurance Agreement") dated as of October 7, 2003 between UACSC and MBIA;

     WHEREAS, UACSC expects that the issuance of the UACSC Notes and refinancing
of the Investor Certificates as described above will benefit the MTAA Parties;

     WHEREAS,  it is a condition  precedent  to the  issuance of the UACSC Notes
that the MTAA Parties modify the Master Trust  Agreement such that (i) the UACSC
Notes be considered "Notes"  thereunder,  (ii) the UACSC Indenture be considered
an "Indenture"  thereunder,  (iii) the UACSC Servicing Agreement be considered a
"Servicing Agreement" thereunder,  and (iv) certain other provisions be modified
as described herein.

     WHEREAS, for good and valuable  consideration,  the sufficiency of which is
hereby  acknowledged,  the  parties  hereto  mutually  desire to enter into this
Amendment as hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the premises and of the  agreements
herein contained, the parties hereto agree as follows.

     SECTION 1. General  Definitions.  Capitalized  terms used herein shall have
the meanings assigned to such terms in the Master Trust Agreement.

     SECTION 2. Amendments to the Master Trust Agreement.

          (a) Section  1.01 of the Master Trust  Agreement is hereby  amended to
     insert the following definitions therein:

               "Eligible  Refinancing  Transaction" means each of (a) the 1998-A
          Transaction;  (b) the 1998-B Transaction;  (c) the 1998-C Transaction;
          (d) the 1998-D  Transaction;  (e) the PSC Transaction;  (f) the 1999-A
          Transaction;  (g) the 1999-B  Transaction;  (h) the 1999-C Transaction
          and  (i)   the   1999-D   Transaction,   and   "Eligible   Refinancing
          Transactions"    means   such   Eligible    Refinanced    Transactions
          collectively.

               "Indenture" means each of (a) the 1999-B Indenture;  (b) the 1999
          Master Indenture and Security Agreement; (c) the 1999-C Indenture; (d)
          the  1999-D  Indenture;  (e) the  2000-A  Indenture;  (f)  the  2000-B
          Indenture; (g) the 2000-D Indenture; (h) the 2001-A Indenture; (i) the
          2001-C  Indenture;  (j)  the  2002-A  Indenture;  and  (k)  the  UACSC
          Indenture; and "Indentures" means such Indentures collectively.

               "Indenture Trustee" means each of (i) the BONY Indenture Trustee,
          (ii) the BNY Indenture Trustee, and (iii) the UACSC Indenture Trustee,
          and "Indenture Trustees" means such Indenture Trustees collectively.

               "Notes"  shall  mean  any  Notes  issued  pursuant  to any of the
          Indentures. 2


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<PAGE>


               "Refinanced   Transaction"   means   any   Eligible   Refinancing
          Transaction  beginning on the date on which such Eligible  Refinancing
          Transaction  is refinanced  pursuant to UACSC and/or PSC  exercising a
          clean up call with respect thereto and UACSC issuing replacement Notes
          under the UACSC Indenture,

               "Series  Supplements" means, with respect to the UACSC Indenture,
          any supplemental  indentures entered into between UACSC and Wilmington
          Trust Company pursuant to the terms of the UACSC Indenture.

               "Servicing  Agreement"  means  each of (a) the  1998-A  Servicing
          Agreement;   (b)  the  1998-B  Servicing  Agreement;  (c)  the  1998-C
          Servicing Agreement;  (d) the 1998-D Servicing Agreement;  (e) the PSC
          Servicing  Agreement;  (f) the  1999-A  Servicing  Agreement;  (g) the
          1999-B  Servicing  Agreement;  (h) the 1999 Master Trust and Servicing
          Agreement;   (i)  the  1999-C  Servicing  Agreement;  (j)  the  1999-D
          Servicing  Agreement;  (k) the  2000-A  Servicing  Agreement;  (1) the
          2000-B Servicing Agreement;  (m) the 2000-D Servicing  Agreement;  (n)
          the 2001-A Servicing  Agreement;  (o) the 2001-C Servicing  Agreement;
          (p) the  2002-A  Servicing  Agreement;  and (q)  the  UACSC  Servicing
          Agreement;  and "Servicing Agreements" means such Servicing Agreements
          collectively.

               "Transaction" means each of (a) the 1998-A  Transaction;  (b) the
          1998-B  Transaction;  (c)  the  1998-C  Transaction;  (d)  the  1998-D
          Transaction;  (e) the PSC Transaction; (f) the 1999-A Transaction; (g)
          the 1999-B  Transaction;  (h) the 1999 Master Owner Trust Transaction;
          (i) the 1999-C Transaction; (j) the 1999-D Transaction; (k) the 2000-A
          Transaction;  (1) the 2000-B Transaction;  (m) the 2000-D Transaction;
          (n) the 2001-A Transaction; (o) the 2001-C Transaction; (p) the 2002-A
          Transaction;  and (q) the UACSC Transaction;  and "Transactions" means
          such Transactions collectively.

               "UACSC  Indenture"  means that certain Base Indenture dated as of
          October 7, 2003 between  UACSC,  JPMorgan  Chase Bank, as paying agent
          and as note  registrar,  and Wilmington  Trust  Company,  as indenture
          trustee, including any Series Supplements, as the same may be amended,
          restated, supplemented or modified from time to time.

               "UACSC  Indenture  Trustee"  means  Wilmington  Trust  Company as
          indenture trustee under the UACSC Indenture.

               "UACSC  Servicing   Agreement"   means  that  certain   Servicing
          Agreement  dated as of October 7, 2003  between  UACSC and SST, as the
          same may be amended,  restated,  supplemented or modified from time to
          time.

               "UACSC  Transaction"  means the transactions  contemplated by the
          UACSC Indenture.

          (b)  Section  1.01 of the Master  Trust  Agreement  is hereby  further
     amended to modify the definition of "Excess Cash" by:

               (i)  deleting  the word "and"  directly  preceding  clause  (iii)
          thereof and substituting therefor a (",");

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<PAGE>

               (ii)   deleting  the  (".")  at  the  end  of  clause  (iii)  and
          substituting therefor a (";"); and

               (iii) inserting the following at the conclusion thereof:

          "and (iv) Section  11.2(e) of the UACSC  Indenture with respect to the
          UACSC  Transaction;  provided,  that,  notwithstanding  the foregoing,
          Excess Cash shall not include amounts released from any Spread Account
          for a  Refinanced  Transaction  if and to the extent that such amounts
          are  required  to  be  deposited  into  the  Spread  Account  for  the
          replacement Notes being issued under the UACSC Transaction."

          (c)  Section  1.01 of the Master  Trust  Agreement  is hereby  further
     amended to modify the definition of "Payment  Date" by deleting  clause (i)
     thereof in its entirety and replacing therefor the following:

               "(i) with  respect to the  Grantor  Trust  Transactions,  the PSC
               Transaction and the UACSC  Transaction,  the "Distribution  Date"
               (as  such  term  is  defined  in  the  Grantor  Trust   Servicing
               Agreements,  the PSC Servicing  Agreement and the UACSC Servicing
               Agreement, respectively) and"

          (d)  Section  1.01 of the Master  Trust  Agreement  is hereby  further
     amended to modify the definition of "Residual Certificateholders" by:

               (i)  deleting  the word "and"  directly  preceding  clause  (iii)
          thereof and substituting therefor a (",");

               (ii)   deleting  the  (".")  at  the  end  of  clause  (iii)  and
          substituting therefor a (";"), and

               (iii) inserting the following the conclusion thereof:

          "and (iv) with respect to the UACSC Transaction, UACSC."

          (e) Section 2.04 of the Master Trust Agreement is hereby amended by:

               (i) deleting the (".") at the end of the first  sentence  thereof
          and substituting therefor a (";"); and

               (ii)  inserting  the  following  at the  conclusion  of the first
          sentence thereof:

               "provided,  however,  that,  solely for the purposes of the UACSC
               Transaction, each of the preceding references to 'Section 9.01 of
               the  Servicing  Agreements  and/or  Indentures'  in this sentence
               shall  instead  be  references  to  'Section  4.01  of the  UACSC
               Servicing Agreement and Section 3.3 of the UACSC Indenture.'"


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<PAGE>


          (f) Each of Section  2.05(c) and 2.05(d) of the Master Trust Agreement
     is hereby amended by deleting the phrase "the BNY Indenture  Trustee and/or
     the BONY  Indenture  Trustee  and/or  Trustee"  in each  such  Section  and
     substituting therefor the following:

          "the BNY Indenture Trustee,  the BONY Indenture  Trustee,  the Trustee
          and/or the UACSC Indenture Trustee"

          (g) Section  7.05 of the Master Trust  Agreement is hereby  amended by
     inserting the following to the list of notice addresses therein:

                "If to the UACSC Indenture Trustee:

                Wilmington Trust Company
                Rodney  Square  North
                1100  North  Market  Street
                Wilmington,  Delaware  19890
                Attention:  Corporate Trust Administration
                Facsimile: (302) 636-4140"

     SECTION 3. Direction and Waiver.  By its signature  hereto,  each of UACSC,
PSC and MBIA,  as the Control Party for the Eligible  Refinancing  Transactions,
hereby directs the Indenture  Trustees and the Trustee  therefor to cause,  upon
exercise of the clean-up  calls with  respect  thereto and issuance of the UACSC
Notes,  any and all amounts on deposit in the Spread Account and in the Payahead
Accounts  for such  Transactions  to be  deposited  into the Spread  Account and
Payahead  Account,  respectively,  being  established  for the related Series of
Notes issued under the UACSC  Indenture,  the account  numbers for which will be
further confirmed by MBIA and UACSC. Each of the parties hereto acknowledges and
agrees to the  foregoing  and agrees that such deposit shall be deemed to comply
with the terms of the  Eligible  Refinancing  Transactions  and the Master Trust
Agreement, and that neither the Master Trustee nor BNY Midwest Trust Company, as
the Trustee for such Transactions,  shall have any liability to any party hereto
for acting in accordance with such direction.

     SECTION 4. Servicing Transfer Agreement. UAC, UACSC, PSC, MBIA, SST and the
Creditor  Representative  acknowledge and agree that (and the Servicing Transfer
Agreement is hereby  amended to the extent  necessary to provide that) the UACSC
Servicing  Agreement  shall be  deemed a  "Servicing  Agreement"  and the  UACSC
Transaction  shall be deemed a  "Transaction"  for the purposes of the Servicing
Transfer Agreement. After the Effective Date, PSC shall not longer be a party to
the Servicing Transfer  Agreement,  and its interest therein,  if any, is hereby
assigned to UACSC.  The UACSC  Indenture  Trustee  shall be deemed an  Indenture
Trustee under the Servicing Transfer Agreement.

     SECTION 5. Conditions  Precedent;  Direction to Master Trustee.  The Master
Trustee shall have received an executed  counterpart of this Amendment from each
of the parties hereto. Upon such receipt by the Master Trustee, the MTAA Parties
(other than the Master  Trustee) hereby direct the Master Trustee to execute and
deliver this Amendment.


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<PAGE>


     SECTION 6. Reference to and Effect on the Master Trust Agreement. Except as
specifically  set  forth  above,  the  Master  Trust  Agreement,  and all  other
documents,  instruments and agreements  executed and/or  delivered in connection
therewith,  shall remain in full force and effect,  and are hereby  ratified and
confirmed.  The execution,  delivery and  effectiveness  of this Amendment shall
not, except as expressly  provided herein and for the limited purposes set forth
herein, operate as a waiver of any right, power or remedy of any MTAA Party, nor
constitute  a waiver of any  provisions  of the Master Trust  Agreement,  or any
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection therewith.

     SECTION 7.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  CONSTRUED,  AND THE
OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF
THE GENERAL  OBLIGATIONS  LAW BUT OTHERWISE  WITHOUT  REGARD TO CONFLICTS OF LAW
PRINCIPLES.

     SECTION 8. 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.

                     Remainder of page intentionally blank.




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<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, all as
of the day and year first above mentioned.

                                        UNION ACCEPTANCE CORPORATION,
                                        individually and as Predecessor Servicer
                                        under each Servicing Agreement


                                        By:  /s/ Mark R. Ruh
                                           -----------------------------------
                                        Name: Mark R. Ruh
                                        Title: President and CFO


                                        UAC  SECURITIZATION  CORPORATION,
                                        as Seller under each Grantor  Trust
                                        Servicing  Agreement  and Owner Trust
                                        Servicing  Agreement and
                                        Certificateholder


                                        By:  /s/ Treg Bauchert
                                           ----------------------------------
                                        Name:   Treg Bauchert
                                        Title:  President


                                        PERFORMANCE SECURITIZATION CORPORATION,
                                        as Seller under the PSC Servicing
                                        Agreement and Certificateholder


                                        By:  /s/ Treg Bauchert
                                           -------------------------------------
                                        Name:   Treg Bauchert
                                        Title:  President



                                        WILMINGTON TRUST COMPANY,
                                        as Master Trustee


                                        By: /s/ Mary Kay Pupillo
                                           -------------------------------------
                                        Name:   Mary Kay Pupillo
                                        Title:  Assistant Vice President


                                        BNY MIDWEST TRUST COMPANY,  not in
                                        its individual capacity but solely as
                                        Indenture Trustee under the various
                                        Indentures other than the 2000-B
                                        Indenture described in the Master Trust
                                        Agreement and as Trustee under the
                                        various Pooling and Servicing Agreements
                                        described in the Master Trust Agreement


                                        By: /s Sally R. Tokich
                                           -------------------------------------
                                        Name:   Sally R. Tokich
                                        Title:  Assistant Vice President


                               Signature Page to
                               Amendment No. 1 to
                         Master Trust Account Agreement


<PAGE>



                                        THE BANK OF NEW YORK, not in its
                                        individual capacity but solely as
                                        Indenture Truste under the 2000-B
                                        Indenture described in the Master
                                        Trust Agreement



                                        By:  /s/ Eric A. Lindahl
                                           -------------------------------------
                                        Name:   Eric A. Lindahl
                                        Title:  Agent


                                        SYSTEMS & SERVICES TECHNOLOGIES, INC.,
                                        as Servicer or Successor Servicer under
                                        the Servicing Agreements



                                        By: /s/ Joseph D. Booz
                                           -------------------------------------
                                        Name:   Joseph D. Booz
                                        Title:  EVP/Secretary



                                        JPMORGAN CHASE BANK, as Master Trust
                                        Paying Agent



                                        By: /s/ Patricia M.F. Russo
                                           -------------------------------------
                                        Name:   Patricia M.F. Russo
                                        Title:  Vice President



                                        MBIA INSURANCE CORPORATION



                                        By: /s/ Lisa A. Wilson
                                           -------------------------------------
                                        Name:    Lisa A. Wilson
                                        Title:   Assistant Secretary



                                        CREDITOR REPRESENTATIVE

                                        By: Plan Committee under the Second A
                                        mended Plan of Reorganization of Union
                                        Acceptance Corporation

                                        By: Bingham McCutchen LLP

                                        By: /s/ Roger L. Selfe
                                           -------------------------------------
                                        Name:   Roger L. Selfe
                                        Title:  Partner


                               Signature Page to
                               Amendment No. 1 to
                         Master Trust Account Agreement


<PAGE>


Acknowledged and Agreed as of October 7, 2003:

WILMINGTON TRUST COMPANY,
as UACSC Indenture Trustee


By:      /w/ Mary Kay Pupillo
   ----------------------------------------
Name:    Mary Kay Pupillo
Title:   Assistant Vice President