AMENDMENT NUMBER 8 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 8 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),  dated as of September 29, 1997 between UNION  ACCEPTANCE  FUNDING
CORPORATION,  a Delaware  corporation,  as  transferor  (in such  capacity,  the
"Transferor"),   UNION  ACCEPTANCE  CORPORATION,   an  Indiana  Corporation,  as
collection  agent (in such capacity,  the  "Collection  Agent"),  and ENTERPRISE
FUNDING  CORPORATION,  a Delaware  corporation  (the  "Company")  amending  that
certain  Transfer and  Administration  Agreement  dated as of June 27, 1995,  as
amended as of September 8, 1995, September 29, 1995, March 1, 1996, September 5,
1996, October 31, 1996,  December 23, 1996 and March 31, 1997 (the "Transfer and
Administration Agreement").

         WHEREAS,  the  Transferor  and the Company  have agreed to make certain
amendments to the Transfer and Administration Agreement.

         NOW, THEREFORE, the parties hereby agree as follows:

         SECTION  1.  Defined  Terms.  As used in this  Amendment  and except as
otherwise  provided  in this  Section 1,  capitalized  terms shall have the same
meanings assigned thereto in the Transfer and Administration Agreement:

         (a) Section 1.1 of the Transfer and Administration  Agreement is hereby
amended by deleting the  definition  of Actual Net Loss to Date and replacing it
with the following (solely for convenience changed language is italicized):

                  "Actual  Net  Loss  to  Date"  shall  mean,  on  any  date  of
                  determination,   for  any   applicable   period  and  for  any
                  particular Securitized Pool, an amount equal to the cumulative
                  gross   charge-offs   through  the  end  of  the  most  recent
                  Settlement Period less any recoveries realized through the end
                  of the most recent Settlement Period on charged-off  contracts
                  less the estimated  wholesale  value of  repossessed  financed
                  vehicles  which  have not yet been  liquidated  (based  on the
                  National  Auto Research  Black Book together with  adjustments
                  related to vehicle  condition)  less all  Reimbursable  Dealer
                  Add-one as  determined  in  accordance  with UAC's  Credit and
                  Collection Policy relating to Contracts for which Reimbursable
                  Dealer  Add-one  have not been  received  and for which  UAC's
                  Credit  and  Collection   Policy  deems  such  amounts  to  be
                  collectible,  in each case related to specified  contracts and
                  receivables included in such Securitized Pool through the most
                  recent Settlement Period.

         (b) Section 1.1 of the Transfer and Administration  Agreement is hereby
amended  by  the  addition  of  the  following  definition  in  the  appropriate
alphabetic location:

                  "Reimbursable  Dealer  Add-ons"  shall mean any  accident  and
                  health,  credit life and  disability  and  warranty  insurance
                  rebates that are to be reimbursed on charged-off  accounts."

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         SECTION  2.  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  Transferor,   Union  Acceptance
Corporation,  the Collection Agent, the  Administrative  Agent or the Collateral
Agent under the Transfer and Administration Agreement.

         SECTION 3.  Governing  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 4. 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 5. Ratification. Except as expressly affected by the provisions
hereof,  the Transfer and  Administration  Agreement as amended  shall remain in
full force and effect in accordance with its terms and ratified and confirmed by
the parties hereto. On and after the date hereof, each reference in the Transfer
and Administration Agreement to "this Agreement", "hereunder", "herein" or words
of like import shall mean and be a reference to the Transfer and  Administration
Agreement as amended by this Amendment.

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 8 as of the date first written above.

                                            ENTERPRISE FUNDING CORPORATION,
                                            as Company


                                       By: /s/ Andrea Dulbery
                                      Name: Andrea Dulbery
                                     Title:


                                            UNION ACCEPTANCE FUNDING CORPORATION
                                            as Transferor


                                       By: /s/ Leeanne Graziani
                                       Name:    Leeanne Graziani
                                       Title:   Vice President


                                            UNION ACCEPTANCE CORPORATION
                                            as Collection Agent


                                       By: /s/ Rick A. Brown
                                       Name:    Rick Brown
                                       Title:   Vice President and
                                                Chief Financial Officer