AMENDMENT NUMBER 10 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 10 TO TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),  dated as of January 26, 1998  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, March 31, 1997,  September 29, 1997
and November 24, 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 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 Adjustment Factor times 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-ons as determined in accordance
                  with UAC's Credit and Collection  Policy relating to Contracts
                  for which  Reimbursable  Dealer Add-ons 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:


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                  ""Actual Amount" shall mean, for each Settlement  Period,  the
                  actual  liquidation  proceeds  obtained  for  the  repossessed
                  financed  vehicles  during  such  Settlement  Period  upon the
                  liquidation of the repossessed financed vehicles,  as reported
                  on the related Settlement Statement."

                  ""Adjustment  Factor" shall mean, for each  Collection  Period
                  (i) 0%, if the Ratio of Estimated  Amount to Actual  Amount is
                  greater than 110% for the three most recent Collection Periods
                  or (ii) if the Ratio of Estimated  Amount to Actual  Amount is
                  less than 110% for the three most recent  Collection  Periods,
                  the  percentage  equivalent  of a fraction,  the  numerator of
                  which is 1 and the  denominator  of which is the highest Ratio
                  of Estimated  Amount to Actual  Amount for the six most recent
                  Collection Periods."

                  ""Estimated  Amount" shall mean, for each  Settlement  Period,
                  the wholesale  value of  repossessed  financed  vehicles which
                  have  not  been  liquidated  as  previously  estimated  by the
                  Collection  Agent for all Securitized  Pools in the aggregate,
                  as reported on the related Settlement Statement."

                  ""Ratio of the  Estimated Amount to the Actual  Amount"  shall
                  mean, for each Collection  Period,  the ratio of (a) Estimated
                  Amount to (b) Actual Amount."

         (c) Section  5.2(j) of the  Transfer  and  Administration  Agreement is
hereby  amended by deleting  such section and  replacing  it with the  following
(solely for Convenience changed language is italicized):

                  Minimum  Standards of an Independent UAC.  Following  complete
                  divestiture by Union Federal  Savings Bank of  Indianapolis of
                  its equity interest in UAC, UAC shall not,  subsequent to such
                  divestiture (i) (A) as at the end of each fiscal year, fail to
                  maintain  consolidated  shareholder's  equity  (calculated  in
                  accordance with generally accepted  accounting  principles) of
                  at  least  $50,000,000  and (B) as at the  end of each  fiscal
                  quarter, have a ratio of Consolidated Total Debt to the sum of
                  Subordinated Debt plus Consolidated Tangible Net Worth greater
                  than 7.5:1.0 (where the Warehouse  Facility  balances utilized
                  in  such  calculation  are  the  average  quarterly   balances
                  determined using the Warehouse Facility balances at the end of
                  each month in the relevant quarter) (capitalized terms used in
                  this clause are defined in Exhibit P) or (ii) have a long-term
                  senior  unsecured  debt  rating  lower  than  BB+  from  Fitch
                  Investors  Service,  Inc.  or the  equivalent  by  Moody's  or
                  Standard and Poor's.

         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.


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         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 10 as of the date first written above.

                                           ENTERPRISE FUNDING CORPORATION,
                                           as Company


                                     By: /s/ Stewert Cutler
                                        -----------------------------------
                                    Name: Stewert Cutler
                                   Title:


                                           UNION ACCEPTANCE FUNDING CORPORATION
                                           as Transferor


                                     By: /s/ Leeanne W. Graziani
                                        -----------------------------------
                                    Name: Leeanne W. Graziani
                                   Title: Vice President


                                           UNION ACCEPTANCE CORPORATION
                                           as Collection Agent


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