AMENDMENT NUMBER 7 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 7 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),  dated  as of  September  29,  1997  between  PERFORMANCE  FUNDING
CORPORATION,  a Delaware  corporation,  as  transferor  (in such  capacity,  the
"Transferor"),  UNION ACCEPTANCE  CORPORATION,  an Indiana  corporation,  in its
individual  capacity and 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 July 24, 1995 among the parties  hereto,  as amended by Amendment No. 1 dated
as of September 8, 1995, Amendment No. 2 dated as of May 10, 1996, Amendment No.
3 dated as of December  23,  1996,  Amendment  No. 4 dated as of April 25, 1997,
Amendment  No. 5 dated as of June 6, 1997 and  Amendment  No. 6 dated as of July
29, 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" shall mean,  for any  applicable  period and
                  for any  particular  Monthly  Group,  an  amount  equal to the
                  cumulative  gross  charge-offs  during  such  period  less any
                  recoveries   realized   during  such  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-ons as determined in accordance  with
                  UACs 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  Monthly  Group
                  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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                  "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."

         SECTION 2. Representations and Warranties.  The Transferor hereby makes
to the Company,  on and as of the date hereof,  all of the  representations  and
warranties  set  forth  in  Section  3.1  of  the  Transfer  and  Administration
Agreement,  except  to the  extent  that any  such  representation  or  warranty
specifically refers to an earlier date. In addition, the Collection Agent hereby
makes to the Company, on the date hereof, all the representations and warranties
set forth in Section 3.2 of the Transfer and Administration Agreement, except to
the extent that any such  representation or warranty  specifically  refers to an
earlier date.

         SECTION  3.  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 4.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 5. 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 6. 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 7 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 W. Grazaini
                                              Name: Leeanne W. Grazaini
                                              Title: Vice President


                                     UNION ACCEPTANCE CORPORATION
                                     as Collection Agent


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