REPURCHASE AGREEMENT


          THIS AGREEMENT is made
and entered into as of this ___ of August, 1997,
by and between AEGIS AUTO FINANCE,
INC. ( Aegis ), a Delaware corporation, and
ENTERPRISE NATIONAL BANK OF
PALM BEACH ( Enterprise ), a national
banking association.

W I T          N E S S E T H:

                   
          WHEREAS, pursuant to a
Purchase Agreement, dated as of December 9,
1996, as amended, between Aegis and
Enterprise (the  Purchase Agreement ; all
capitalized terms used herein and not otherwise
expressly defined herein shall have the
respective meanings given such terms in the
Purchase Agreement), Enterprise purchased
certain Receivables and other Purchased
Property from Aegis; and

          WHEREAS, certain disputes have
arisen between Enterprise and Aegis regarding
certain of the Receivables due to the unexpected
performance of such Receivables; and

          WHEREAS, Enterprise and
Aegis desire to enter into this Agreement in
order to set forth the terms and conditions under
which such Receivables shall be repurchased by
Aegis.

          NOW, THEREFORE, in
consideration of the foregoing, the mutual terms
and covenants contained herein, as well as other
good and value consideration, the receipt and
adequacy of which are hereby acknowledged,
the parties do hereby agree as follows:

          .    Reconveyances of Certain
Receivables and Purchased Property.  Subject to
the terms and conditions of this Agreement,
Enterprise shall sell to Aegis on this date, and
Aegis shall purchase from Enterprise on this
date, all of Enterprise s rights, titles and
interests in, to and under all of the Receivables
specified on Exhibit A attached hereto (such
Receivables being herein collectively referred to
herein as the  Reconveyed Receivables ) and
all other Purchased Property relating to such 
Reconveyed Receivables (the  Reconveyed
Receivables and all such related Purchased
Property being herein collectively referred to as
the  Reconveyed Interests ).  In consideration
for the transfer on this date of the  Reconveyed
Interests hereunder, Aegis shall, by no later
than 4:00 p.m. (Eastern Standard Time) on this
date, (i) pay to Enterprise in immediately
available funds a cash payment (the  Cash
Payment ) in an amount equal to the sum of
102.94% of the aggregate outstanding principal
balance of all of the  Reconveyed Receivables
as of August 1, 1997 plus interest on such
principal at the rate of 8.375% per annum for
the period from (and including) August 1, 1997
through this date and (ii) execute and deliver to
Enterprise a promissory note in the form of
Exhibit B attached hereto (the  Note ) under
which Aegis shall be obligated to pay the
principal sum of $500,000 to Enterprise in
accordance with the terms and conditions of
such Note.

          .    Servicing of and VSI and
RDI Policies on the Reconveyed Receivables. 
Upon Enterprise s receipt of the Cash Payment
and the Note pursuant to Section 1 above,
Enterprise shall notify the Servicer and the
issuers of the VSI Policy and the RDI Policy in
writing that the Reconveyed Receivables have
been transferred by Enterprise to Aegis and that
such Reconveyed Receivables are no longer
subject to the Servicing Agreement Addendum
and that Enterprise is no longer the additional
insured or loss payee under the VSI Policy and
the RDI Policy with respect to the Reconveyed
Receivables.

          .    Handling of Retained
Receivables.  (a) The remainder of the
outstanding Receivables acquired by Enterprise
from Aegis under the Purchase Agreement are
described on Exhibit C attached hereto (such
Receivables being herein collectively referred to
as the  Retained Receivables ).

          (b)  In the event that the
aggregate liquidation and collection costs
incurred by Enterprise with respect to the
Retained Receivables (including, without
limitation, any such costs incurred by the
Servicer which Enterprise is obligated to
reimburse) exceed $162,000, Aegis shall pay
Enterprise the amount of such excess, or if such
aggregate costs are less than $162,000,
Enterprise shall pay Aegis the amount of such
deficiency, which payment shall be made within
five (5) days after Aegis  receipt of the final
Retained Receivable loss report delivered
pursuant to paragraph (c) below.  

          (c)  On the fifteenth (15th) day
after the end of each calendar quarter ending
after the date of this Agreement (or on the next
Business Day if such day is not a Business
Day), Enterprise shall provide Aegis with a
written report which identifies any and all
Retained Receivables which became Liquidated
Receivables during such quarter (or since
August 1, 1997 in the case of the initial
quarter).  If the outstanding principal balance of
any such Retained Receivable at the time it
became a Liquidated Receivable is greater than
55% of the outstanding principal balance thereof
as of August 1, 1997 as shown on Exhibit C
attached hereto, Aegis shall pay the amount of
such excess to Enterprise within five (5) days
after Aegis  receipt of such report, but if the
outstanding principal balance of any such
Retained Receivable at the time it became a
Liquidated Receivable is less than 55% of its
outstanding principal balance as of August 1,
1997, Enterprise shall pay the amount of the
difference to Aegis within five (5) days after
Enterprise gives such report.  Aegis may
purchase from Enterprise each of the Retained
Accounts which becomes a Liquidated
Receivable for a price of $1.00, which purchase
shall be made without recourse against or
representations or warranties by Enterprise.

          .    Mutual Releases.  () 
Effective upon its receipt of the Cash Payment
the Note as specified in Section 1 above, and in
consideration thereof, Enterprise shall be
deemed to have released and discharged Aegis
of and from any and all claims, defenses or
other liabilities, whether known or unknown and
whether in contract or in tort or arising under
any statute or otherwise, which Enterprise may
have against Aegis and which arise out of any
actions or inactions taken or omitted by Aegis
on or prior to the date of this Agreement in
connection with the negotiation, execution,
delivery, performance, administration, operation
or enforcement of the Purchase Agreement or
any of the Receivables or the other Purchased
Property; provided, however, that nothing in
this sentence is intended, or shall be construed,
as a release of Aegis from any of its covenants,
obligations or other liabilities under this
Agreement or the Note.

          ()   Effective upon the
reconveyance of all of  the Reconveyed Interests
pursuant to Section 1 above, and in
consideration thereof, Aegis shall be deemed to
have released and discharged Enterprise of and
from any and all claims, defenses or other
liabilities, whether known or unknown and
whether in contract or in tort or arising under
any statute or otherwise, which Aegis may have
against Enterprise and which arise out of any
actions or inactions taken or omitted by
Enterprise on or prior to the date of this
Agreement in connection with the negotiation,
execution, delivery, performance,
administration, operation or enforcement of the
Purchase Agreement or any of the Receivables
or the other Purchased Property; provided,
however, that nothing in this sentence is
intended, or should be construed, as a release of
Enterprise from any of its covenants,
obligations or other liabilities under this
Agreement.

          .    Representations and
Warranties. (a)  Enterprise represents and
warrants to Aegis as of the date hereof (which
representations and warranties shall survive the
reconveyance hereunder of the Reconveyed
Interests) that (i) Enterprise is duly organized
and validly existing as a national banking
association in good standing under the laws of
the United States, (ii) the execution, delivery
and performance by Enterprise of this
Agreement have been duly authorized by all
necessary corporate action on its part and this
Agreement is a legal, valid and binding
obligation of Enterprise, enforceable against
Enterprise in accordance with its terms, (iii)
Enterprise has obtained all necessary
governmental and private authorizations, and
made all governmental filings under applicable
law, for the execution, delivery and
performance by Enterprise of this Agreement,
(iv) Enterprise has obtained or has caused to be
waived all consents which are required to be
obtained in connection with Enterprise s
execution, delivery or performance of this
Agreement under any instruments to which
Enterprise is a party or by which it or any of its
property is bound, and (v) the consummation of
the transactions contemplated by this Agreement
and the fulfillment of the terms hereof do not
conflict with, or result in a breach of any of the
terms or provisions of, nor constitute a default
under, the charter or by-laws of Enterprise, or
any indenture, agreement or other instrument
(other than this Agreement) applicable to
Enterprise or its property, or any law, rule,
regulation or order applicable to Enterprise or
its properties of any court or any federal or
state regulatory body, administrative agency or
other governmental instrumentality have
jurisdiction over Enterprise or its properties.

          (b)  Aegis represents and
warrants to Enterprise as of the date hereof
(which representations and warranties shall
survive the reconveyance hereunder of the
Reconveyed Interests) that (i) Aegis is duly
organized and validly existing as a corporation
in good standing under the laws of Delaware,
(ii) the execution, delivery and performance by
Aegis of this Agreement and the Note have been
duly authorized by all necessary corporate
action on its part and each of this Agreement
and the Note is a legal, valid and binding
obligation of Aegis, enforceable against Aegis
in accordance with its terms, (iii) Aegis has
obtained all necessary governmental and private
authorizations, and made all governmental
filings under applicable law, for the execution,
delivery and performance by Aegis of this
Agreement and the Note, (iv) Aegis has
obtained or has caused to be waived all consents
which are required to be obtained in connection
with Aegis  execution, delivery or performance
of this Agreement and the Note under any
instruments to which Aegis is a party or by
which it or any of its property is bound, and (v)
the consummation of the transactions
contemplated by this Agreement and the Note
and the fulfillment of the terms hereof and
thereof do not conflict with, or result in a
breach of any of the terms or provisions of, nor
constitute a default under, the charter or by-
laws of Aegis, or any indenture, agreement or
other instrument (other than this Agreement)
applicable to Aegis or its property, or any law,
rule, regulation or order applicable to Aegis or
its properties of any court or any federal or
state regulatory body, administrative agency or
other governmental instrumentality have
jurisdiction over Aegis or its properties.

          (c)  Enterprise also represents
and warrants to Aegis (which representations
and warranties shall survive the reconveyance
hereunder of the Reconveyed Interests) that
Enterprise has not sold, transferred, assigned or
pledged any of the Reconveyed Interests or the
AVM Reserve to any person (other than to
Aegis hereunder) and that Aegis, upon the
conveyance of the Reconveyed Interests and the
AVM Reserve hereunder, will acquire
Enterprise s rights, titles and interests in the
Reconveyed Interests and the AVM Reserve
free and clear of any liens, security interests or
other encumbrances of any creditor of
Enterprise.

          (d)  Except as expressly set
forth in paragraphs (a) and (c) above, Enterprise
makes no representations and warranties to
Aegis with respect to any of the Reconveyed
Receivables, any of the other related Purchased
Property, or the AVM Reserve, all of which
shall be transferred by Enterprise to Aegis
hereunder on an  AS IS  and  WHERE IS 
basis and without any recourse against
Enterprise by Aegis.

          .    Further Assurances. 
Enterprise shall execute any and all Uniform
Commercial Code financing statements or
partial release statements as may be reasonably
requested by Aegis in order to perfect the
reconveyance of the Reconveyed Receivables
hereunder and Enterprise shall execute any and
all other documents as may be reasonably
required by Aegis to fulfill the intent of this
Agreement, but any and all such documents
shall be prepared, recorded and filed at Aegis 
expense.

          .    Miscellaneous.  This
Agreement shall be governed by and construed
in accordance the internal laws of the State of
New Jersey.  This Agreement may be executed
in two or more counterparts and by different
parties on separate counterparts, each of which
shall be an original but all of which together
shall constitute one and the same instrument. 
This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and
their respective successors and assigns.  This
Agreement is the sole and entire agreement
between Enterprise and Aegis with respect to
the subject matter hereof and it supersedes and
replaces all prior discussions, negotiations,
commitments, understandings or agreements
between them with respect to such subject
matter.

          IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be
executed by their respective officers thereunto
duly authorized, all as of the day and year first
above written.


                              
AEGIS AUTO FINANCE, INC.


By:            

Name:                    

Title:              


                              
ENTERPRISE NATIONAL BANK
                              
     OF PALM BEACH


                         By:  
                              
               
                         Name:
                              

                         Title:    
                              
<PAGE>
EXHIBIT A
                   
                         RECONVEYED RECEIVABLES
            <PAGE>
                        EXHIBIT B

PROMISSORY NOTE

$500,000                      
                    August ____, 1997


          FOR VALUE RECEIVED, the
undersigned AEGIS AUTO FINANCE, INC.,
a Delaware corporation (the  Maker ),
promises to pay to the order of ENTERPRISE
NATIONAL BANK OF PALM BEACH, a
national banking association ( Payee ), the
principal sum of FIVE HUNDRED
THOUSAND  DOLLARS ($500,000) in six (6)
consecutive monthly installments of $83,333.33
each, which shall be due commencing on
_____________, 1997 and shall continue to be
due on the same day of each succeeding
calendar month thereafter up to and through a
final payment which shall be due on
_____________, 1998 in an amount equal to the
entire remaining unpaid principal balance of this
Note.  In the event that any of the aforesaid
principal installments is not paid when due, the
entire then-outstanding principal balance of this
Note shall be bear interest at a rate per annum
equal to eighteen percent (18%) from (and
including) the date of such payment default
through the date on which such payment default
is cured.  

          This Note shall be governed by the
laws of the State of Florida and shall be binding
upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.
          
          Time is of the essence of this Note.

          In case this Note is collected by or
through an attorney-at-law, all costs of collection,
including reasonable attorney s fees, incurred by
Payee shall be paid by Maker.

          SIGNED, SEALED AND
DELIVERED by the undersigned Maker as of
the day and year first above set forth.


                              
     AEGIS AUTO FINANCE, INC.


                              
     By:                      
                              
     Name:                    
                              
     Title:                        <PAGE>
EXHIBIT C
                 
                     RETAINED RECEIVABLES