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                           CERTIFICATE OF AMENDMENT OF
                            1996 STOCK OPTION PLAN OF
                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION
                             a Delaware Corporation

         Central Financial Acceptance Corporation, a corporation organized and
existing under and by virtue of the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:

         1. That Section 5 of the 1996 Stock Option Plan of the Corporation is
amended to read in full as follows:

         "5. Shares. Subject to the provisions of Section 15 hereof, the
         Committee may grant Options with respect to an aggregate of up to
         1,000,000 Shares, all of which Shares may be either Shares held in
         treasury or authorized by unissued Shares. The maximum number of Shares
         which may be the subject of Options granted to any individual during
         the duration of the Plan shall not exceed 350,000 Shares. If the Shares
         that would be issued or transferred pursuant to any Option are not
         issued or transferred and cease to be issuable or transferable for any
         reason, the number of Shares subject to such Option will no longer be
         charged against the limitation provided for herein and may again be
         made subject to Options; provided, that the counting of Shares subject
         to Options granted under the Plan against the number of Shares
         available for further Options shall in all cases conform to the
         requirements of Rule 16b-3 under the Exchange Act; and provided,
         further, that with respect to any Option granted to any Eligible Person
         who is a "covered employee" as defined in Section 162(m) of the Code
         and the regulations promulgated thereunder that is canceled or
         repriced, the number of Shares subject to such Option shall continue to
         count against the maximum number of Shares which may be the subject of
         Options granted to such Eligible Person and such maximum number of
         Shares shall be determined in accordance with Section 162(m) of the
         Code and the regulations promulgated."

         2. That said amendment has been duly adopted by:

                  (a)      the adoption of resolutions of the Board of Directors
                           of the Corporation; and

                  (b)      the adoption of resolutions by the holders of a
                           majority of the outstanding shares of capital stock
                           entitled to vote thereon.



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         IN WITNESS WHEREOF, said CENTRAL FINANCIAL ACCEPTANCE CORPORATION has
caused this Certificate of Amendment to be signed by Gary M. Cypres and Jonathan
Martin, its Chairman of the Board and Assistant Secretary, respectively.



                                         /s/ Gary M. Cypres
                                         -------------------------------------
                                         Gary M. Cypres, Chairman of the Board



                                         /s/ Jonathan Martin
                                         -------------------------------------
                                         Jonathan Martin, Assistant Secretary





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