THE SECURITY REPRESENTED HEREBY HAS
NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND IS A RESTRICTED
SECURITY AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT. THIS
SECURITY MAY NOT BE OFFERED FOR SALE,
SOLD, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAW, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THIS CORPORATION,
INCLUDING, WITHOUT LIMITATION, BY
DELIVERY OF AN OPINION OF COUNSEL IN
FORM AND SCOPE SATISFACTORY TO THE
CORPORATION AS TO THE AVAILABILITY OF
SUCH EXEMPTION. 

          AEGIS AUTO FINANCE, INC.

     12% EXCHANGEABLE SUBORDINATED NOTE
DUE 2004

No. ________                       $5,000,000

     Aegis Auto Finance, Inc., a corporation duly
organized and existing under the laws of Delaware
(herein called the "Company", which term includes
any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to
pay to The High Risk Opportunities Hub Fund, Ltd.,
or registered assigns, the principal sum of Five
Million Dollars ($5,000,000) on  April 30, 2004, and
to pay interest thereon from May __, 1997 or from the
most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in
arrears on November 1 and May 1 in each year (each,
an "Interest Payment Date"), commencing November
1, 1997 at the rate of 12% per annum, until the
principal hereof is due, and at the rate of 14% per
annum compounded semi-annually, on any overdue
principal and, to the extent permitted by law, on any
overdue interest.  Interest on the Securities shall be
computed on the basis of a 360-day year of twelve
30-day months.  The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such
interest, which shall be the April 25 or October 25
(whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Except as
otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities
no more than 15 days and not less than 10 days prior
to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the
requirements of any automated quotation system or
securities exchange on which the Securities may be
quoted or listed, and upon such notice as may be
required by such quotation system or exchange, as the
case may be, all as more fully provided in the
Indenture.  Payments of principal shall be made upon
the surrender of this Security at the option of the
Holder at the Corporate Trust Office of the Trustee, or
at such other office or agency of the Company as may
be designated by it for such purpose, in such coin or
currency of the United States of America as at the
time of payment shall be legal tender for the payment
of public and private debts; provided, however; that at
the option of the Company payment of interest may be
made by check, mailed to the address of the Person
entitled thereto as such address shall appear in the
Security Register.

     Except as specifically provided in the
Indenture, the Company shall not be required to make
any payment with respect to any tax, assessment or
other governmental charge imposed by any
governmental or any political subdivision or taxing
authority thereof or therein.

     Reference is hereby made to the further
provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its
corporate seal.


Dated:

AEGIS AUTO FINANCE, INC.

[Corporate Seal]


By:                           
                              
     Title:
                              
     Name:

Attest:

                         
Title:



<PAGE>
            Reverse of Security.

     This Security is one of a duly authorized issue
of Securities of the Company designated as its 12%
Exchangeable Subordinated Notes Due 2004 (herein
called the "Securities"), limited in aggregate principal
amount to $21,333,333 issued under an Indenture,
dated as of April 30, 1997 (herein called the
"Indenture"), between the Company and Norwest
Bank, N.A. as Trustee (herein called the "Trustee",
which term includes any successor trustee under the
Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the
Holders of the Securities and of the terms upon which
the Securities are authenticated and delivered.  The
Securities are issuable in "registered form" only (as
such term is defined in Section 163(f), 871(h)(2) and
881(c)(2) of the Code) without coupons in the
minimum denomination of $1,000 and any integral
multiple of one dollar.

     Subject to and upon compliance with the
provisions of the Indenture, the Holder of this
Security, is entitled, at his option, at any time after
April 30, 1997 and before the close of business on
April 30, 2004, to exchange this Security (or any
portion of the principal amount hereof that is a
minimum of $1,000 and an integral multiple of one
dollar provided that the unexchanged portion of such
principal amount is $1,000 or any amount in excess
thereof) at the principal amount hereof or of such
portion, into fully paid and nonassessable shares of
Preferred Stock at an Exchange Price equal to
$1,000.00 aggregate principal amount of Securities for
each share of Preferred Stock by surrender of this
Security, duly endorsed or assigned to the Company or
in blank, and accompanied by the exchange notice
hereon duly executed, to the Company at the
Corporate Trust Office of the Trustee, or at such other
office or agency as the Company may designate (an
"Exchange Agent") (subject to any laws or regulations
applicable thereto and subject to the right of the
Company to terminate the appointment of any
Exchange Agent) for such purpose; provided,
however, that if this Security (or a portion hereof) has
been called for redemption on a Redemption Date
occurring during the period from the close of business
on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on
such Interest Payment Date and is surrendered for
exchange during such period, then no payment or
adjustment shall be required of the Holder of this
Security upon such surrender with respect to interest
payable hereon on such Interest Payment Date. In the
event of an exchange, the Holder of this Security shall
be entitled to receive on the next Interest Payment
Date, accrued interest from the Interest Payment Date
immediately preceding the exchange of this Security to
the date this Security is surrendered for exchange. No
payment or adjustment is to be made on exchange of
this Security (or any portion hereof) for dividends on
the Preferred Stock issued on exchange.  The delivery
to the Holder of the fixed number of shares of
Preferred Stock (together with any cash adjustment, as
provided in the Indenture) for which the Security is
exchanged shall be deemed to satisfy the Company's
obligation to pay the principal amount of the Security. 
Where necessary, upon exchange, the Parent will issue
fractional shares of Preferred Stock.  In addition, the
Indenture provides that in the case of certain
consolidations or mergers to which The Aegis
Consumer Funding Group, Inc. (the "Parent") is a
party or the conveyance, transfer, sale or lease of all
or substantially all of the property and assets of the
Parent, the Indenture shall be amended, without the
consent of any Holders of Securities, so that this
Security, if then  Outstanding, will be exchanged
thereafter, during the period this Security shall be
redeemable as specified above, only for the kind and
amount of securities, cash and other property
receivable upon such consolidation, merger,
conveyance, transfer, sale or lease by a holder of the
number of shares of Preferred Stock for which this
Security could have been exchanged (assuming the
redemption of the shares of Preferred Stock)
immediately prior to such consolidation, merger,
conveyance, transfer, sale or lease (assuming such
holder of Preferred Stock was not a Constituent
Person, failed to exercise any rights of election and
received per share the kind and amount of securities,
cash and other property received per share by a
plurality of Non-Electing Shares).

     The Securities are subject to redemption upon
not less than 30 nor more than 60 days' notice by
mail, at any time, and from time to time, in whole or
in part, at the election of the Company, at a
Redemption Price equal to 100% of the principal
amount, together with accrued interest to the
Redemption Date; provided, however, that interest
installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders
of such Securities (or any Predecessor Securities) of
record at the close of business on the relevant Record
Dates referred to on the face hereof all as provided in
the Indenture.

     In the event that the Securities are redeemed,
in whole or in part, prior to April 30, 2004, Warrants
shall be issued by the Parent upon such redemption
granting the Person previously holding the redeemed
Security rights to purchase, for cash in an amount
equal to the principal amount of the Securities so
redeemed, a number of shares of Preferred Stock
equivalent to the number of shares of Preferred Stock
(or other securities or property) such Person could
have received pursuant to the exchange rights provided
by the redeemed Securities.

     In the event of redemption or exchange of this
Security in part only, a new Security or Securities for
the unredeemed or unexchanged portion hereof will be
issued in the name of the Holder hereof upon the
cancellation hereof.

     In any case where the due date for the
payment of the principal of or interest on any Security
or the last day on which a Holder of a Security has a
right to exchange his Security shall be, at any Place of
Payment or Place of Exchange, as the case may be, a
day on which banking institutions at such Place of
Payment or Place of Exchange are authorized or
obligated by law or executive order to close, then
payment of principal, or interest, or delivery for
exchange of such Security need not be made on or by
such date at such place but may be made on or by the
next succeeding day at such place which is not a day
on which banking institutions are authorized or
obligated by law or executive order to close, with the
same force and effect as if made on the date for such
payment or the date fixed for redemption, or by such
last day for exchange, and no interest shall accrue on
the amount so payable for the period after such date so
long as payment is made on the next succeeding day at
such place which is not a day on which banking
institutions are authorized or obligated by law or
executive order to close.

      The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is
issued subject to the provisions of the Indenture with
respect thereto.  Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes.

     If an Event of Default shall occur and be
continuing, the principal of all the Securities may be
declared due and payable in the manner and with the
effect provided in the Indenture.

     The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the
modification of the rights and obligations of the
Company and the rights of the Holders of the
Securities under the Indenture at any time by the
Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate
principal amount of the Securities at the time
Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security
and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of
and interest on this Security on the respective Stated
Maturities expressed herein (or in the case of
redemption, on the Redemption Date) or to exchange
this Security or issue Warrants as provided in the
Indenture.

     As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee
written notice of a continuing Event of Default, the
Holders of not less than 25% in principal amount of
the Outstanding Securities shall have made written
request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and
offered the Trustee indemnity satisfactory to it and the
Trustee shall not have received from the Holders of a
majority in principal amount of the Securities
Outstanding a direction inconsistent with such request
and shall have failed to institute any such proceeding
for 60 days after receipt of such notice, request and
offer of indemnity.  The foregoing shall not apply to
any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or
interest hereon on or after the respective due dates
expressed herein or for the enforcement of the right to
exchange or redeem this Security as provided in the
Indenture.

     As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register upon
surrender of this Security for registration of transfer at
the office or agency of the Company maintained for
that purpose pursuant to Section 10.03 of the
Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed
by the Holder hereof or his attorney duly authorized in
writing, and thereupon, one or more new Securities,
of authorized denominations and for the same
aggregate principal amount will be issued to the
designated transferee or transferees.  No service
charge shall be made for any such registration of
transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice
to the contrary.

     All terms used in this Security and not defined
herein but which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                ABBREVIATIONS

     The following abbreviations, when used in the
inscription of the face of this Security, shall be
construed as though they were written out in full
according to applicable laws or regulations:

TENCOM    as tenants in common               
UNIF GIFT MIN ACT-__________________
TENENT    as tenants by the entireties
                     (Cust)
JTTEN     as joint tenants with right
          as Custodian for ______________       
                under of survivorship and not as           
          (Minor)
          tenants in common        
Uniform Gifts to Minors Act of          
                              
_______________
                              
               (State)
     Additional abbreviations may also be used
though not in the above list.

<PAGE>
THE SECURITY REPRESENTED HEREBY HAS
NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND IS A RESTRICTED
SECURITY AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT. THIS
SECURITY MAY NOT BE OFFERED FOR SALE,
SOLD, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAW, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THIS CORPORATION,
INCLUDING, WITHOUT LIMITATION, BY
DELIVERY OF AN OPINION OF COUNSEL IN
FORM AND SCOPE SATISFACTORY TO THE
CORPORATION AS TO THE AVAILABILITY OF
SUCH EXEMPTION. 

          AEGIS AUTO FINANCE, INC.

     12% EXCHANGEABLE SUBORDINATED NOTE
DUE 2004

No. ________                         $16,333,333

     Aegis Auto Finance, Inc., a corporation duly
organized and existing under the laws of Delaware
(herein called the "Company", which term includes
any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to
pay to III Finance, Ltd., or registered assigns, the
principal sum of Sixteen Million Three Hundred and
Thirty Three Thousand and Three Hundered and
Thirty Three Dollars ($16,333,333) on  April 30,
2004, and to pay interest thereon from May __, 1997
or from the most recent Interest Payment Date to
which interest has been paid or duly provided for,
semi-annually in arrears on November 1 and May 1 in
each year (each, an "Interest Payment Date"),
commencing November 1, 1997 at the rate of 12% per
annum, until the principal hereof is due, and at the
rate of 14% per annum compounded semi-annually, on
any overdue principal and, to the extent permitted by
law, on any overdue interest.  Interest on the
Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.  The interest so
payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular
Record Date for such interest, which shall be the April
25 or October 25 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment
Date.  Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities no more than 15 days and not less than 10
days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent
with the requirements of any automated quotation
system or securities exchange on which the Securities
may be quoted or listed, and upon such notice as may
be required by such quotation system or exchange, as
the case may be, all as more fully provided in the
Indenture.  Payments of principal shall be made upon
the surrender of this Security at the option of the
Holder at the Corporate Trust Office of the Trustee, or
at such other office or agency of the Company as may
be designated by it for such purpose, in such coin or
currency of the United States of America as at the
time of payment shall be legal tender for the payment
of public and private debts; provided, however; that at
the option of the Company payment of interest may be
made by check, mailed to the address of the Person
entitled thereto as such address shall appear in the
Security Register.

     Except as specifically provided in the
Indenture, the Company shall not be required to make
any payment with respect to any tax, assessment or
other governmental charge imposed by any
governmental or any political subdivision or taxing
authority thereof or therein.

     Reference is hereby made to the further
provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its
corporate seal.


Dated:
AEGIS AUTO FINANCE, INC.

[Corporate Seal]


By:                           
                              
     Title:
                              
     Name:

Attest:

                         
Title:



<PAGE>
            Reverse of Security.

     This Security is one of a duly authorized issue
of Securities of the Company designated as its 12%
Exchangeable Subordinated Notes Due 2004 (herein
called the "Securities"), limited in aggregate principal
amount to $21,333,333 issued under an Indenture,
dated as of April 30, 1997 (herein called the
"Indenture"), between the Company and Norwest
Bank, N.A. as Trustee (herein called the "Trustee",
which term includes any successor trustee under the
Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the
Holders of the Securities and of the terms upon which
the Securities are authenticated and delivered.  The
Securities are issuable in "registered form" only (as
such term is defined in Section 163(f), 871(h)(2) and
881(c)(2) of the Code) without coupons in the
minimum denomination of $1,000 and any integral
multiple of one dollar.

     Subject to and upon compliance with the
provisions of the Indenture, the Holder of this
Security, is entitled, at his option, at any time after
April 30, 1997 and before the close of business on
April 30, 2004, to exchange this Security (or any
portion of the principal amount hereof that is a
minimum of $1,000 and an integral multiple of one
dollar provided that the unexchanged portion of such
principal amount is $1,000 or any amount in excess
thereof) at the principal amount hereof or of such
portion, into fully paid and nonassessable shares of
Preferred Stock at an Exchange Price equal to
$1,000.00 aggregate principal amount of Securities for
each share of Preferred Stock by surrender of this
Security, duly endorsed or assigned to the Company or
in blank, and accompanied by the exchange notice
hereon duly executed, to the Company at the
Corporate Trust Office of the Trustee, or at such other
office or agency as the Company may designate (an
"Exchange Agent") (subject to any laws or regulations
applicable thereto and subject to the right of the
Company to terminate the appointment of any
Exchange Agent) for such purpose; provided,
however, that if this Security (or a portion hereof) has
been called for redemption on a Redemption Date
occurring during the period from the close of business
on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on
such Interest Payment Date and is surrendered for
exchange during such period, then no payment or
adjustment shall be required of the Holder of this
Security upon such surrender with respect to interest
payable hereon on such Interest Payment Date. In the
event of an exchange, the Holder of this Security shall
be entitled to receive on the next Interest Payment
Date, accrued interest from the Interest Payment Date
immediately preceding the exchange of this Security to
the date this Security is surrendered for exchange. No
payment or adjustment is to be made on exchange of
this Security (or any portion hereof) for dividends on
the Preferred Stock issued on exchange.  The delivery
to the Holder of the fixed number of shares of
Preferred Stock (together with any cash adjustment, as
provided in the Indenture) for which the Security is
exchanged shall be deemed to satisfy the Company's
obligation to pay the principal amount of the Security. 
Where necessary, upon exchange, the Parent will issue
fractional shares of Preferred Stock.  In addition, the
Indenture provides that in the case of certain
consolidations or mergers to which The Aegis
Consumer Funding Group, Inc. (the "Parent") is a
party or the conveyance, transfer, sale or lease of all
or substantially all of the property and assets of the
Parent, the Indenture shall be amended, without the
consent of any Holders of Securities, so that this
Security, if then  Outstanding, will be exchanged
thereafter, during the period this Security shall be
redeemable as specified above, only for the kind and
amount of securities, cash and other property
receivable upon such consolidation, merger,
conveyance, transfer, sale or lease by a holder of the
number of shares of Preferred Stock for which this
Security could have been exchanged (assuming the
redemption of the shares of Preferred Stock)
immediately prior to such consolidation, merger,
conveyance, transfer, sale or lease (assuming such
holder of Preferred Stock was not a Constituent
Person, failed to exercise any rights of election and
received per share the kind and amount of securities,
cash and other property received per share by a
plurality of Non-Electing Shares).

     The Securities are subject to redemption upon
not less than 30 nor more than 60 days' notice by
mail, at any time, and from time to time, in whole or
in part, at the election of the Company, at a
Redemption Price equal to 100% of the principal
amount, together with accrued interest to the
Redemption Date; provided, however, that interest
installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders
of such Securities (or any Predecessor Securities) of
record at the close of business on the relevant Record
Dates referred to on the face hereof all as provided in
the Indenture.

     In the event that the Securities are redeemed,
in whole or in part, prior to April 30, 2004, Warrants
shall be issued by the Parent upon such redemption
granting the Person previously holding the redeemed
Security rights to purchase, for cash in an amount
equal to the principal amount of the Securities so
redeemed, a number of shares of Preferred Stock
equivalent to the number of shares of Preferred Stock
(or other securities or property) such Person could
have received pursuant to the exchange rights provided
by the redeemed Securities.

     In the event of redemption or exchange of this
Security in part only, a new Security or Securities for
the unredeemed or unexchanged portion hereof will be
issued in the name of the Holder hereof upon the
cancellation hereof.

     In any case where the due date for the
payment of the principal of or interest on any Security
or the last day on which a Holder of a Security has a
right to exchange his Security shall be, at any Place of
Payment or Place of Exchange, as the case may be, a
day on which banking institutions at such Place of
Payment or Place of Exchange are authorized or
obligated by law or executive order to close, then
payment of principal, or interest, or delivery for
exchange of such Security need not be made on or by
such date at such place but may be made on or by the
next succeeding day at such place which is not a day
on which banking institutions are authorized or
obligated by law or executive order to close, with the
same force and effect as if made on the date for such
payment or the date fixed for redemption, or by such
last day for exchange, and no interest shall accrue on
the amount so payable for the period after such date so
long as payment is made on the next succeeding day at
such place which is not a day on which banking
institutions are authorized or obligated by law or
executive order to close.

      The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is
issued subject to the provisions of the Indenture with
respect thereto.  Each Holder of this Security, by
accepting the same, (d) agrees to and shall be bound
by such provisions, (e) authorizes and directs the
Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination
so provided and (f) appoints the Trustee his
attorney-in-fact for any and all such purposes.

     If an Event of Default shall occur and be
continuing, the principal of all the Securities may be
declared due and payable in the manner and with the
effect provided in the Indenture.

     The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the
modification of the rights and obligations of the
Company and the rights of the Holders of the
Securities under the Indenture at any time by the
Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate
principal amount of the Securities at the time
Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security
and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of
and interest on this Security on the respective Stated
Maturities expressed herein (or in the case of
redemption, on the Redemption Date) or to exchange
this Security or issue Warrants as provided in the
Indenture.

     As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee
written notice of a continuing Event of Default, the
Holders of not less than 25% in principal amount of
the Outstanding Securities shall have made written
request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and
offered the Trustee indemnity satisfactory to it and the
Trustee shall not have received from the Holders of a
majority in principal amount of the Securities
Outstanding a direction inconsistent with such request
and shall have failed to institute any such proceeding
for 60 days after receipt of such notice, request and
offer of indemnity.  The foregoing shall not apply to
any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or
interest hereon on or after the respective due dates
expressed herein or for the enforcement of the right to
exchange or redeem this Security as provided in the
Indenture.

     As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register upon
surrender of this Security for registration of transfer at
the office or agency of the Company maintained for
that purpose pursuant to Section 10.03 of the
Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed
by the Holder hereof or his attorney duly authorized in
writing, and thereupon, one or more new Securities,
of authorized denominations and for the same
aggregate principal amount will be issued to the
designated transferee or transferees.  No service
charge shall be made for any such registration of
transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice
to the contrary.

     All terms used in this Security and not defined
herein but which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                ABBREVIATIONS

     The following abbreviations, when used in the
inscription of the face of this Security, shall be
construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -     as tenants in common          
UNIF GIFT MIN ACT-__________________
TEN ENT  -     as tenants by the entireties
          (Cust)
JT TEN   -     as joint tenants with right
          as Custodian for ______________       
                under of survivorship and not as           
          (Minor)
          tenants in common        
Uniform Gifts to Minors Act of          
                              
_______________
                              
               (State)
     Additional abbreviations may also be used
though not in the above list.

<PAGE>
THE SECURITY REPRESENTED HEREBY HAS
NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND IS A RESTRICTED
SECURITY AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT. THIS
SECURITY MAY NOT BE OFFERED FOR SALE,
SOLD, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAW, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THIS CORPORATION,
INCLUDING, WITHOUT LIMITATION, BY
DELIVERY OF AN OPINION OF COUNSEL IN
FORM AND SCOPE SATISFACTORY TO THE
CORPORATION AS TO THE AVAILABILITY OF
SUCH EXEMPTION. 

          AEGIS AUTO FINANCE, INC.

     12% EXCHANGEABLE SUBORDINATED NOTE
DUE 2004

No. ________                       $_________

     Aegis Auto Finance, Inc., a corporation duly
organized and existing under the laws of Delaware
(herein called the "Company", which term includes
any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to
pay to _____________ ___________, or registered
assigns, the principal sum of _______________
Dollars ($_________) on  April 30, 2004, and to pay
interest thereon from May __, 1997 or from the most
recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in
arrears on November 1 and May 1 in each year (each,
an "Interest Payment Date"), commencing November
1, 1997 at the rate of 12% per annum, until the
principal hereof is due, and at the rate of 14% per
annum compounded semi-annually, on any overdue
principal and, to the extent permitted by law, on any
overdue interest.  Interest on the Securities shall be
computed on the basis of a 360-day year of twelve
30-day months.  The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such
interest, which shall be the April 25 or October 25
(whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Except as
otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities
no more than 15 days and not less than 10 days prior
to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the
requirements of any automated quotation system or
securities exchange on which the Securities may be
quoted or listed, and upon such notice as may be
required by such quotation system or exchange, as the
case may be, all as more fully provided in the
Indenture.  Payments of principal shall be made upon
the surrender of this Security at the option of the
Holder at the Corporate Trust Office of the Trustee, or
at such other office or agency of the Company as may
be designated by it for such purpose, in such coin or
currency of the United States of America as at the
time of payment shall be legal tender for the payment
of public and private debts; provided, however; that at
the option of the Company payment of interest may be
made by check, mailed to the address of the Person
entitled thereto as such address shall appear in the
Security Register.

     Except as specifically provided in the
Indenture, the Company shall not be required to make
any payment with respect to any tax, assessment or
other governmental charge imposed by any
governmental or any political subdivision or taxing
authority thereof or therein.

     Reference is hereby made to the further
provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its
corporate seal.


Dated:

AEGIS AUTO FINANCE, INC.

[Corporate Seal]


By:                           
                              
     Title:
                              
     Name:

Attest:

                         
Title:



<PAGE>
            Reverse of Security.

     This Security is one of a duly authorized issue
of Securities of the Company designated as its 12%
Exchangeable Subordinated Notes Due 2004 (herein
called the "Securities"), limited in aggregate principal
amount to $21,333,333 issued under an Indenture,
dated as of April 30, 1997 (herein called the
"Indenture"), between the Company and Norwest
Bank, N.A. as Trustee (herein called the "Trustee",
which term includes any successor trustee under the
Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the
Holders of the Securities and of the terms upon which
the Securities are authenticated and delivered.  The
Securities are issuable in "registered form" only (as
such term is defined in Section 163(f), 871(h)(2) and
881(c)(2) of the Code) without coupons in the
minimum denomination of $1,000 and any integral
multiple of one dollar.

     Subject to and upon compliance with the
provisions of the Indenture, the Holder of this
Security, is entitled, at his option, at any time after
April 30, 1997 and before the close of business on
April 30, 2004, to exchange this Security (or any
portion of the principal amount hereof that is a
minimum of $1,000 and an integral multiple of one
dollar provided that the unexchanged portion of such
principal amount is $1,000 or any amount in excess
thereof) at the principal amount hereof or of such
portion, into fully paid and nonassessable shares of
Preferred Stock at an Exchange Price equal to
$1,000.00 aggregate principal amount of Securities for
each share of Preferred Stock by surrender of this
Security, duly endorsed or assigned to the Company or
in blank, and accompanied by the exchange notice
hereon duly executed, to the Company at the
Corporate Trust Office of the Trustee, or at such other
office or agency as the Company may designate (an
"Exchange Agent") (subject to any laws or regulations
applicable thereto and subject to the right of the
Company to terminate the appointment of any
Exchange Agent) for such purpose; provided,
however, that if this Security (or a portion hereof) has
been called for redemption on a Redemption Date
occurring during the period from the close of business
on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on
such Interest Payment Date and is surrendered for
exchange during such period, then no payment or
adjustment shall be required of the Holder of this
Security upon such surrender with respect to interest
payable hereon on such Interest Payment Date. In the
event of an exchange, the Holder of this Security shall
be entitled to receive on the next Interest Payment
Date, accrued interest from the Interest Payment Date
immediately preceding the exchange of this Security to
the date this Security is surrendered for exchange. No
payment or adjustment is to be made on exchange of
this Security (or any portion hereof) for dividends on
the Preferred Stock issued on exchange.  The delivery
to the Holder of the fixed number of shares of
Preferred Stock (together with any cash adjustment, as
provided in the Indenture) for which the Security is
exchanged shall be deemed to satisfy the Company's
obligation to pay the principal amount of the Security. 
Where necessary, upon exchange, the Parent will issue
fractional shares of Preferred Stock.  In addition, the
Indenture provides that in the case of certain
consolidations or mergers to which The Aegis
Consumer Funding Group, Inc. (the "Parent") is a
party or the conveyance, transfer, sale or lease of all
or substantially all of the property and assets of the
Parent, the Indenture shall be amended, without the
consent of any Holders of Securities, so that this
Security, if then  Outstanding, will be exchanged
thereafter, during the period this Security shall be
redeemable as specified above, only for the kind and
amount of securities, cash and other property
receivable upon such consolidation, merger,
conveyance, transfer, sale or lease by a holder of the
number of shares of Preferred Stock for which this
Security could have been exchanged (assuming the
redemption of the shares of Preferred Stock)
immediately prior to such consolidation, merger,
conveyance, transfer, sale or lease (assuming such
holder of Preferred Stock was not a Constituent
Person, failed to exercise any rights of election and
received per share the kind and amount of securities,
cash and other property received per share by a
plurality of Non-Electing Shares).

     The Securities are subject to redemption upon
not less than 30 nor more than 60 days' notice by
mail, at any time, and from time to time, in whole or
in part, at the election of the Company, at a
Redemption Price equal to 100% of the principal
amount, together with accrued interest to the
Redemption Date; provided, however, that interest
installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders
of such Securities (or any Predecessor Securities) of
record at the close of business on the relevant Record
Dates referred to on the face hereof all as provided in
the Indenture.

     In the event that the Securities are redeemed,
in whole or in part, prior to April 30, 2004, Warrants
shall be issued by the Parent upon such redemption
granting the Person previously holding the redeemed
Security rights to purchase, for cash in an amount
equal to the principal amount of the Securities so
redeemed, a number of shares of Preferred Stock
equivalent to the number of shares of Preferred Stock
(or other securities or property) such Person could
have received pursuant to the exchange rights provided
by the redeemed Securities.

     In the event of redemption or exchange of this
Security in part only, a new Security or Securities for
the unredeemed or unexchanged portion hereof will be
issued in the name of the Holder hereof upon the
cancellation hereof.

     In any case where the due date for the
payment of the principal of or interest on any Security
or the last day on which a Holder of a Security has a
right to exchange his Security shall be, at any Place of
Payment or Place of Exchange, as the case may be, a
day on which banking institutions at such Place of
Payment or Place of Exchange are authorized or
obligated by law or executive order to close, then
payment of principal, or interest, or delivery for
exchange of such Security need not be made on or by
such date at such place but may be made on or by the
next succeeding day at such place which is not a day
on which banking institutions are authorized or
obligated by law or executive order to close, with the
same force and effect as if made on the date for such
payment or the date fixed for redemption, or by such
last day for exchange, and no interest shall accrue on
the amount so payable for the period after such date so
long as payment is made on the next succeeding day at
such place which is not a day on which banking
institutions are authorized or obligated by law or
executive order to close.

      The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is
issued subject to the provisions of the Indenture with
respect thereto.  Each Holder of this Security, by
accepting the same, (g) agrees to and shall be bound
by such provisions, (h) authorizes and directs the
Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination
so provided and (i) appoints the Trustee his
attorney-in-fact for any and all such purposes.

     If an Event of Default shall occur and be
continuing, the principal of all the Securities may be
declared due and payable in the manner and with the
effect provided in the Indenture.

     The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the
modification of the rights and obligations of the
Company and the rights of the Holders of the
Securities under the Indenture at any time by the
Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate
principal amount of the Securities at the time
Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security
and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of
and interest on this Security on the respective Stated
Maturities expressed herein (or in the case of
redemption, on the Redemption Date) or to exchange
this Security or issue Warrants as provided in the
Indenture.

     As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee
written notice of a continuing Event of Default, the
Holders of not less than 25% in principal amount of
the Outstanding Securities shall have made written
request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and
offered the Trustee indemnity satisfactory to it and the
Trustee shall not have received from the Holders of a
majority in principal amount of the Securities
Outstanding a direction inconsistent with such request
and shall have failed to institute any such proceeding
for 60 days after receipt of such notice, request and
offer of indemnity.  The foregoing shall not apply to
any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or
interest hereon on or after the respective due dates
expressed herein or for the enforcement of the right to
exchange or redeem this Security as provided in the
Indenture.

     As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register upon
surrender of this Security for registration of transfer at
the office or agency of the Company maintained for
that purpose pursuant to Section 10.03 of the
Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed
by the Holder hereof or his attorney duly authorized in
writing, and thereupon, one or more new Securities,
of authorized denominations and for the same
aggregate principal amount will be issued to the
designated transferee or transferees.  No service
charge shall be made for any such registration of
transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice
to the contrary.

     All terms used in this Security and not defined
herein but which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                ABBREVIATIONS

     The following abbreviations, when used in the
inscription of the face of this Security, shall be
construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -     as tenants in common               
UNIF GIFT MIN ACT-__________________
TEN ENT  -     as tenants by the entireties
                     (Cust) 
JT TEN   -     as joint tenants with right
                as Custodian for ______________ under
          of survivorship and not as                             
          (Minor)
          tenants in common        
     Uniform Gifts to Minors Act of     
                              
     _______________
                              
               (State)
     Additional abbreviations may also be used
though not in the above list.