CERTIFICATE OF DESIGNATIONS,
PREFERENCES, AND RIGHTS       
                      
                     OF 

     CLASS D REDEEMABLE PREFERRED STOCK 
          

                     OF

   THE AEGIS CONSUMER FUNDING GROUP, INC.


     The Aegis Consumer Funding Group, Inc., a
Delaware corporation (the "Corporation"), hereby
certifies that (i) no shares of its Class D Redeemable
Preferred Stock have been issued and (ii) pursuant to
the authority contained in Article FOURTH of its
Certificate of Incorporation, and in accordance with the
provisions of Section 151 of the General Corporation
Law of the State of Delaware, the Corporation's Board
of Directors has duly adopted the following resolution
stating the voting powers, designations, preferences,
and relative, participating, optional, and other special
rights of the shares of each such series, and the
qualifications, limitations, or restrictions thereof:

     RESOLVED, that a series of the authorized
preferred stock, par value $.10 per share, of the
Corporation be created hereby, and that the
designations and amounts thereof and the voting
powers, preferences, and relative, participating,
optional and other special rights of the shares of such
series, and the qualifications, limitations, or restrictions
thereof, are as follows:

     1.   Designations and Numbers of Shares.
Twenty-one thousand three hundred and fifty (21,350)
shares of the Class D Redeemable Preferred Stock of
the Corporation are hereby constituted as a series of
preferred stock, $.10 par value per share, stated value
$1,000 per share (the "Stated Value"), and designated
as "Class D Redeemable Preferred Stock" (hereinafter
called the "Class D Preferred Stock").


     2.   Dividends and Distributions.

          (a)  The holders of the Class D
     Preferred Stock shall be entitled to preferential
     cash dividends with respect thereto at the rate
     of 8% of the Stated Value thereof per annum,
     payable ratably per share of Class D Preferred
     Stock outstanding if, as and when declared by
     the board of directors of the Corporation or
     any duly authorized committee of that board
     (the "Board of Directors") out of funds legally
     available for the payment thereof.  Such
     preferential dividends shall accrue daily from
     the date of issuance and shall be payable on
     the 1st day of May and November, or if any
     such dividend payment date is a Saturday,
     Sunday or legal holiday, then on the next day
     which is not a Saturday, Sunday or legal
     holiday. 

          (b)  Dividends on the Class D
     Preferred Stock shall be cumulative so that if,
     for any dividend accrual period, cash dividends
     in the amount specified in paragraph (a) of this
     Section 2 are not declared and paid or set aside
     for payment, the amount of accrued but unpaid
     dividends shall accumulate, and such accrued
     but unpaid dividends shall be added to the
     preferential cash dividends payable for sub-
     
     sequent dividend accrual periods.  Accrued but
     unpaid dividends shall not bear interest.

          (c)  Whenever dividends or
     distributions payable on the Class D Preferred
     Stock, as provided in this Section 2, are in
     arrears, thereafter and until all accrued and
     unpaid dividends and distributions, whether or
     not declared, on shares of Class D Preferred
     Stock outstanding shall have been paid in full,
     the Corporation shall not:    

          (i)  declare or pay dividends on,
               make any other distributions
               on, or redeem or purchase or
               otherwise acquire for
               consideration any shares of
               stock ranking junior (either as
               to dividends or upon
               liquidation, dissolution or
               winding up) to the Class D
               Preferred Stock;    

          (ii) declare or pay dividends on or
               make any other distributions on
               any shares of stock ranking on
               a parity (either as to dividends
               or upon liquidation, dissolution
               or winding up) with the Class
               D Preferred Stock except
               dividends paid ratably on the
               Class D Preferred Stock and all
               such parity stock on which
               dividends are payable or in
               arrears in proportion to the
               total amounts to which the
               holders of all such shares are
               then entitled;

          (iii)     redeem, retire or purchase or
                    otherwise acquire for con-
                    
                    sideration shares of any stock
                    ranking on a parity (either as to
                    dividends or upon liquidation,
                    dissolution or winding up) with
                    the Class D Preferred Stock,
                    provided that the Corporation
                    may at any time redeem,
                    purchase or otherwise acquire
                    shares of any such parity stock
                    in exchange for shares of any
                    stock of the Corporation
                    ranking junior (either as to
                    dividends or upon dissolution,
                    liquidation or winding up) to
                    the Class D Preferred Stock; or 
                      

          (iv) purchase or otherwise acquire
               for consideration any shares of
               Class D Preferred Stock, or
               any shares of stock ranking on
               a parity with the Class D
               Preferred Stock, except in
               accordance with a purchase
               offer made in writing or by
               publication (as determined by
               the Board of Directors) to all
               holders of such shares upon
               such terms as the Board of
               Directors, after consideration of
               the respective annual dividend
               rates and other relative rights
               and preferences of the
               respective series and classes,
               shall determine in good faith
               will result in fair and equitable
               treatment among the respective
               series or classes.   

3.   Redemption.

     3.1  Redemption at Option of Holder.  The
holders of the Class D Preferred Stock or any of them
may, at any time or from time to time, cause the
Corporation to redeem any or all of the shares of
Preferred Stock held by them (each date being set for
redemption being referred to herein as a "Redemption
Date"), at a price payable, at the Corporation's option,
with (i) that number of shares of the common stock,
par value $.01 per share (the "Common Stock"), of the
Corporation equal to the number determined by
dividing the aggregate Stated Value with respect to the
shares of Class D Preferred Stock being redeemed by
the Redemption Value (as defined below) or (ii) cash
in an amount equal to the aggregate market price on
the Calculation Date (as defined below) of the shares
of Common Stock referenced in clause (i) above (the
"Redemption Price").  For purposes of the preceding
sentence and Section 3.3 hereof, the market price of a
share of Common Stock on any Calculation Date shall
be the average closing sale price on the Nasdaq
National Market of such a share during the 15 trading
days ending on the third business day before the
specified Redemption Date (the "Calculation Date"),
and if such stock is not then traded on the Nasdaq
National Market, then the average closing sale price
during such period on the principal market on which
such stock is traded, and if closing sale prices are not
available, then the average of the closing bid and asked
prices for such days.  For purposes hereof, the
Redemption Value for each share of Common Stock
shall equal $2.00, subject to adjustment after the date
(the "Closing Date") of the Indenture (the "Indenture")
between Aegis Auto Finance, Inc. and Norwest Bank,
N.A., as Trustee relating to $21,333,333 of 12%
Exchangeable Subordinated Notes due 2004 of Aegis
Auto Finance, Inc.  as follows:

          (1)  In case the Corporation shall
     pay or make a dividend or other distribution on
     any class of capital stock of the Corporation
     payable in shares of Common Stock, the
     Redemption Value in effect at the opening of
     business on the day following the date fixed
     for the determination of shareholders entitled to
     receive such dividend or other distribution shall
     be decreased by multiplying such Redemption
     Value by a fraction of which the numerator
     shall be the number of shares of Common
     Stock outstanding at the close of business on
     the date fixed for such determination and the
     denominator shall be the sum of such number
     of shares and the total number of shares
     constituting such dividend or other distribution,
     such decrease to become effective immediately
     after the opening of business on the day
     following the date fixed for such
     determination.  For the purposes of this
     paragraph (1), the number of shares of
     Common Stock at any time outstanding shall
     not include shares held in the treasury of the
     Corporation but shall include shares issuable in
     respect of scrip certificates issued in lieu of
     fractions of shares of Common Stock.  The
     Corporation will not pay any dividend or make
     any distribution on shares of Common Stock
     held in the treasury of the Corporation.

          (2)  In case the Corporation shall
     issue rights, options or warrants to all holders
     of its Common Stock entitling them to
     subscribe for or purchase shares of Common
     Stock at a price per share less than the current
     market price per share (determined as provided
     in paragraph (8) of this Section 3.1) of the
     Common Stock on the date fixed for the
     determination of stockholders entitled to
     receive such rights, options or warrants, the
     Redemption Value in effect at the opening of
     business on the day following the date fixed
     for such determination shall be decreased by
     multiplying such Redemption Value by a
     fraction of which the numerator shall be the
     number of shares of Common Stock
     outstanding at the close of business on the date
     fixed for such determination plus the number
     of shares of Common Stock which the
     aggregate offering price of the total number of
     shares of Common Stock so offered for
     subscription or purchase would purchase at
     such current market price per share and the
     denominator shall be the number of shares of
     Common Stock outstanding at the close of
     business on the date fixed for such
     determination plus the number of shares of
     Common Stock so offered for subscription or
     purchase, such decrease to become effective
     immediately after the opening of business on
     the day following the date fixed for such
     determination.  For the purposes of this
     paragraph (2), the number of shares of
     Common Stock at any time outstanding shall
     not include shares held in the treasury of the
     Corporation but shall include shares issuable in
     respect of scrip certificates issued in lieu of
     fractions of shares of Common Stock.  The
     Corporation will not issue any rights, options
     or warrants in respect of shares of Common
     Stock held in the treasury of the Corporation.

          (3)  In case outstanding shares of
     Common Stock shall be subdivided into a
     greater number of shares of Common Stock,
     and, conversely, in case outstanding shares of
     Common Stock shall each be combined into a
     smaller number of shares of Common Stock,
     the Redemption Value in effect at the opening
     of business on the day following the day upon
     which such subdivision or combination
     becomes effective shall be adjusted by
     multiplying the Redemption Value in effect
     immediately prior to the close of business on
     the date fixed for such subdivision or
     combination by a fraction of which the
     numerator shall be the number of shares of
     Common Stock outstanding immediately prior
     to such subdivision or combination and the
     denominator of which shall be the number of
     shares of Common Stock outstanding
     immediately following such subdivision or
     combination.  For the purposes of this
     paragraph (3), the number of shares of
     Common Stock at any time outstanding shall
     not include shares held in the treasury of the
     Corporation but shall include shares issuable in
     respect of scrip certificates issued in lieu of
     fractions of shares of Common Stock.  The
     Corporation will not pay any dividend or make
     any distribution on shares of Common Stock
     held in the treasury of the Corporation.  Such
     increase or reduction, as the case may be, is to
     become effective immediately after the opening
     of business on the day following the day upon
     which such subdivision or combination
     becomes effective.

          (4)  In case the Corporation shall,
     by dividend or otherwise, distribute to all
     holders of its Common Stock evidences of its
     indebtedness, shares of any class of capital
     stock, or other property (including securities,
     but excluding (i) any rights, options or
     warrants referred to in paragraph (2) of this
     Section, (ii) any dividend or distribution paid
     exclusively in cash in an amount not exceeding
     cumulative net income of the Corporation and
     its subsidiaries from the Closing Date through
     the date of the Corporation's most recent
     quarterly financial statements, including any
     extraordinary or non-recurring income, gain or
     loss, net, in either case, of the applicable
     income tax effect of such non-recurring item,
     (iii) any dividend or distribution referred to in
     paragraph (1) of this Section and
     (iv) distributions, in connection with any
     merger, consolidation, conveyance, sale,
     transfer or lease of assets, or share exchange
     with respect to which Section 3.2 applies), the
     Redemption Value shall be decreased by
     multiplying the Redemption Value in effect
     immediately prior to the close of business on
     the date fixed for the determination of
     stockholders entitled to receive such
     distribution by a fraction of which the
     numerator shall be the current market price per
     share (determined as provided in paragraph (8)
     of this Section 3.1) of the Common Stock on
     the date fixed for such determination (the
     "Reference Date") less the then fair market
     value (as determined by the Board of
     Directors, whose determination shall be
     conclusive and described in a resolution duly
     adopted by the Board of Directors, a copy of
     which shall be certified by the Secretary or an
     Assistant Secretary of the Corporation to have
     been duly adopted by the Board of Directors
     and to be in full force and effect on the date of
     such certification (a "Board Resolution")) on
     the Reference Date of the portion of the assets,
     shares or evidences of indebtedness so
     distributed as is applicable to one share of
     Common Stock and the denominator shall be
     the current market price per share of the
     Common Stock on the Reference Date, such
     adjustment to become effective immediately
     prior to the opening of business on the day
     following the Reference Date.

          (5)  In case a tender offer or
     exchange offer made by the Corporation or any
     Subsidiary (as defined below) for all or any
     portion of the Common Stock shall expire and
     such tender or exchange offer (as amended
     upon the expiration thereof) shall require the
     payment to stockholders (based on the
     acceptance (up to any maximum specified in
     the terms of the tender or exchange offer) of
     Purchased Shares (as defined below) of an
     aggregate consideration having a fair market
     value (as determined by the Board of
     Directors, whose determination shall be
     conclusive and described in a Board
     Resolution) that combined together with the
     aggregate of the cash plus the fair market value
     (as determined by the Board of Directors,
     whose determination shall be conclusive and
     described in a Board Resolution), as of the
     expiration of such tender or exchange offer, of
     consideration payable in respect of any other
     tender or exchange offer by the Corporation or
     any Subsidiary for all or any portion of the
     Common Stock expiring within the 12 months
     preceding the expiration of such tender or
     exchange offer and in respect of which no
     adjustment pursuant to this paragraph (5) has
     been made (the "combined tender and cash
     amount") is in excess of 10% of the product of
     the current market price per share of the
     Common Stock (determined as provided in
     paragraph (8) of this Section 3.1) as of the last
     time (the "Expiration Time") tenders or
     exchanges could have been made pursuant to
     such tender or exchange offer (as it may be
     amended) multiplied by the number of shares
     of Common Stock outstanding (including any
     tendered or exchanged shares) as of the
     Expiration Time, then, and in each such case,
     immediately prior to the opening of business
     on the day after the date of the Expiration
     Time, the Redemption Value shall be adjusted
     so that the same shall equal the price
     determined by multiplying the Redemption
     Value immediately prior to close of business
     on the date of the Expiration Time by a
     fraction (i) the numerator of which shall be
     equal to (A) the product of (I) the current
     market price per share of the Common Stock
     (determined as provided in paragraph (8) of
     this Section 3.1) on the date of the Expiration
     Time and (II) the number of shares of
     Common Stock outstanding (including any
     tendered or exchanged shares) on the date of
     the Expiration Time less (B) the combined
     tender and cash amount, and (ii) the
     denominator of which shall be equal to the
     product of (A) the current market price per
     share of the Common Stock (determined as
     provided in paragraph (8) of this Section 3.1)
     as of the Expiration Time multiplied by (B) the
     number of shares of Common Stock
     outstanding (including any tendered or
     exchanged shares) as of the Expiration Time
     less the number of all shares validly tendered
     or exchanged and not withdrawn as of the
     Expiration Time (the shares deemed so
     accepted up to any such maximum, being
     referred to as the "Purchased Shares"),
     provided, however, that if the foregoing
     fraction is greater than one, no adjustment shall
     be made, and further provided, that if such
     fraction is zero or less, the Redemption Value
     shall be adjusted to $.01.  "Subsidiary" means
     a corporation more than 50% of the
     outstanding voting stock of which is owned,
     directly or indirectly, by the Company or by
     one or more other Subsidiaries, or by the
     Company and one or more other Subsidiaries. 
     For the purposes of the definition of
     Subsidiary, "voting stock" means stock which
     ordinarily has voting power for the election of
     directors, whether at all times or only so long
     as no senior class of stock has such voting
     power by reason of any contingency.

          (6)  In case the Corporation shall
     issue to an Affiliate (as defined below) shares
     of its Common Stock at a price per share less
     than the current market price per share
     (determined as provided in paragraph (8) of
     this Section 3.1) on the date the Corporation
     issues such additional shares, the Redemption
     Value shall be reduced immediately thereafter
     so that it shall equal the price determined by
     multiplying such Redemption Value in effect
     immediately prior thereto by a fraction of
     which the numerator shall be the number of
     shares of Common Stock outstanding
     immediately prior to the issuance of such
     additional shares plus the number of shares of
     Common Stock which the aggregate offering
     price of the total number of shares of Common
     Stock so offered would purchase at such
     current market price per share and the
     denominator shall be the number of shares of
     Common Stock that would be outstanding
     immediately after the issuance of such
     additional shares.  Such adjustment shall be
     made successively whenever such an issuance
     is made.  For the purposes of this paragraph
     (6), the number of shares of Common Stock at
     any time outstanding shall not include shares
     held in the treasury of the Corporation but
     shall include shares issuable in respect of scrip
     certificates issued in lieu of fractions of shares
     of Common Stock.  This paragraph (6) shall
     not apply to Common Stock issued to any
     employee or director under bona fide employee
     benefits plans adopted by the Board of
     Directors and approved by the holders of
     Common Stock when required by law. 
     "Affiliate" of any specified Person (as defined
     in Section 3.2) means any other Person directly
     or indirectly controlling or controlled by or
     under direct or indirect common control with
     such specified Person.  For the purposes of this
     definition, "control", when used with respect to
     any specified Person, means the power to
     direct the management and policies of such
     Person, directly or indirectly, whether through
     the ownership of voting securities, by contract
     or otherwise; and the terms "controlling" and
     "controlled" have meanings correlative to the
     foregoing.

          (7)  The reclassification or
     recapitalization of Common Stock into
     securities other than Common Stock (other
     than a consolidation or merger to which
     Section 3.2 applies or a change in par value, or
     from par value to no par value, or from no par
     value to par value) shall be deemed to involve
     (a) a distribution of such securities other than
     Common Stock to all holders of Common
     Stock as specified in paragraph (4) of this
     Section 3.1 (and the effective date of such
     reclassification shall be deemed to be "the date
     fixed for the determination of stockholders
     entitled to receive such distribution" and "the
     date fixed for such determination" within the
     meaning of paragraph (4) of this Section 3.1)
     and (b) a subdivision or combination, as the
     case may be, of the number of shares of
     Common Stock outstanding immediately prior
     to such reclassification into the number of
     shares of Common Stock outstanding
     immediately thereafter as specified in
     paragraph (3) of this Section 3.1 (and the
     effective date of such reclassification shall be
     deemed to be "the day upon which such
     subdivision becomes effective" or "the day
     upon which such combination becomes
     effective", as the case may be, and "the day
     upon which such subdivision or combination
     becomes effective" within the meaning of
     paragraph (3) of this Section 3.1).

          (8)  For the purpose of any
     computation under paragraph (2), (4), (5) or
     (6) of this Section 3.1), the current market
     price per share of Common Stock on any date
     shall be calculated by the Corporation and be
     deemed to be the average of the daily closing
     prices per share of Common Stock on the
     Nasdaq National Market, and if such stock is
     not then traded on the Nasdaq National Market
     then the average closing price during such
     period on the principal market on which such
     stock is traded, and if such closing sale price is
     not available, then the average of the closing
     bid and asked prices for the five consecutive
     trading days selected by the Corporation
     commencing not more than 10 trading days
     before, and ending not later than, the earlier of
     the day in question and the day before the "ex"
     date with respect to the issuance or distribution
     requiring such computation.  For purposes of
     this paragraph, the term "'ex' date", when used
     with respect to any issuance or distribution,
     means the first date on which the Common
     Stock trades regular way in the applicable
     securities market or on the applicable securities
     exchange without the right to receive such
     issuance or distribution.

          (9)  No adjustment in the
     Redemption Value shall be required unless
     such adjustment (plus any adjustments not
     previously made by reason of this paragraph
     (9)) would require an increase or decrease of at
     least one percent in such price; provided,
     however, that any adjustments which by reason
     of this paragraph (9) are not required to be
     made shall be carried forward and taken into
     account in any subsequent adjustment.  All
     calculations shall be made to the nearest cent
     or to the nearest one-hundredth of a share, as
     the case may be.
          
     3.2.      Provision in Case of Merger or Similar
Transaction.   In case of any consolidation or merger
of the Corporation with or into any other Person
("Person" means any individual, corporation, limited
liability company, partnership, joint venture, joint stock
company, trust, unincorporated organization, or
government or any agency or political subdivision
thereof), any merger of another Person with or into the
Corporation (other than a merger which does not result
in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock or
Class D Preferred Stock), any conveyance, sale,
transfer or lease of all or substantially all of the assets
of the Corporation or compulsory share exchange, the
Person formed by such consolidation or resulting from
such merger, which acquires such assets or which
acquires the shares of the Corporation pursuant to such
share exchange, as the case may be, shall, in the
agreement relating to such transaction and in the
charter documents of such entity, provide that the
holders of shares of Class D Preferred Stock (i) shall
be entitled, upon the effectiveness of such merger or
consolidation, to redeem the Class D Preferred Stock
for a consideration equal to the market value of the
shares of stock or other securities or property which
the holder of shares of Common Stock referenced in
clause (i) of the definition of Redemption Price in
Section 3.1 would have been entitled to receive upon
such merger or consolidation and (ii) shall have
thereafter rights as nearly equivalent as possible to the
rights set forth in this Section 3.

     3.3  Redemption at Option of Corporation. 
The Corporation may, subject to applicable law, at any
time, in whole or in part, on a pro-rata basis among
the holders of Class D Preferred Stock in proportion to
the number of shares of Class D Preferred Stock held
by them, redeem the shares of Class D Preferred Stock
from each holder thereof (each date set for redemption
being referred to herein as a "Redemption Date") at a
price per share of Class D Preferred Stock payable in
cash equivalent to (i) the Stated Value plus (ii) all
accrued and unpaid dividends (whether or not declared
or due) to the Redemption Date fixed for the
redemption of such shares of Class D Preferred Stock
(the "Redemption Price").  In the case of any
redemption of Class D Preferred Stock for cash at the
Corporation's option in accordance with this Section
3.3, the Corporation shall deliver on the Redemption
Date to the holder of shares of Class D Preferred Stock
being redeemed, along with the Redemption Price
thereof, warrants, in form substantially similar to the
Warrants (as defined in the Indenture) and including
provisions substantially similar to the provisions of the
Indenture applicable to the Warrants, and including
anti-dilution provisions substantially similar to the
provisions set forth in Sections 3.1 and 3.2 hereof,
having an aggregate exercise price equal to the
aggregate Stated Value of the Class D Preferred Stock
being redeemed to purchase that number of shares of
Common Stock which would have been issued had
such shares of Class D Preferred Stock been redeemed
pursuant to clause (i) of Section 3.1.  In the event the
Corporation elects to redeem Class D Preferred Stock
pursuant to this Section 3.3 at a time when it is not
held by a Purchaser (as such term is defined in the
Note Purchase Agreement related to the Securities
issued pursuant to the Indenture) or an Affiliate of
such Purchaser, the Corporation may elect to pay the
Redemption Price in shares of Common Stock having
an aggregate market price equal to such Redemption
Price, in which case no warrants shall be issued
pursuant to the preceding sentence with respect to such
redemption.
                      



     3.4  Procedures Applicable to Redemptions. 


          (a)  Redemption Notice.  At least
(30) days but not more than sixty (60) days prior to a
Redemption Date, written notice (a "Redemption
Notice") shall be delivered to the Corporation by each
holder seeking to cause the Corporation to redeem
shares of Class D Preferred Stock on the Redemption
Date or by the Corporation to each holder of Class D
Preferred Stock the Corporation seeks to redeem on
such Redemption Date (in each case, a "Redeeming
Holder").  The Redemption Notice shall state:

               (i)  the number of shares of
                    Class D Preferred
                    Stock to be redeemed
                    from such Redeeming
                    Holder;

               (ii) the Redemption
                    Date and the
                    Redemption
                    Price; and

               (iii)     in the case of a
                         Redemption Notice
                         given by the
                         Corporation, the
                         manner and place
                         designated for the
                         Redeeming Holders to
                         surrender to the
                         Corporation their
                         certificates representing
                         the shares of Class D
                         Preferred Stock to be
                         redeemed in exchange
                         for the Redemption
                         Price.

          If a Redeeming Holder or Redeeming
Holders deliver a Redemption Notice, the Corporation
shall, within 15 days after the date thereof, deliver to
the Redeeming Holders a notice (the "Election Notice")
setting forth the information described in clause (iii)
above
and stating the Corporation's election to pay the
Redemption Price in cash or shares of Common Stock,
and, if in shares of Common Stock, a statement of the
number of shares of Common Stock constituting the
Redemption Price.

          (b)  Deliveries of Stock Certificates. 
On or before the Redemption Date, each Redeeming
Holder shall surrender to the Corporation the certificate
or certificates representing the shares of Class D
Preferred Stock to be redeemed, in the manner and the
place designated in the Redemption Notice or the
Election Notice, as the case may be, and thereupon the
Redemption Price for those shares shall be payable on
the Redemption Date to the order of the person whose
name appears on that certificate or certificates, and
each surrendered certificate shall be canceled and
retired.  In the event that less than all of the shares of
Class D Preferred Stock represented by a certificate
surrendered for redemption are redeemed as aforesaid,
a new certificate or certificates shall be issued
representing the unredeemed shares.

          (c)  Cessation of Dividend Accrual. 
If on the Redemption Date the Redemption Price is
either paid or made available for payment through the
deposit arrangement specified in clause (d) below, then
notwithstanding that certificates evidencing any of the
shares of Class D Preferred Stock so elected to be
redeemed shall not have been surrendered, dividends
on such shares shall cease to accrue after the
Redemption Date and all rights with respect to the
redeemed shares of Class D Preferred Stock shall
forthwith after the Redemption Date terminate, except
only the right of the Redeeming Holders to receive the
Redemption Price without interest upon surrender of
their certificate or certificates representing the shares of
Class D Preferred Stock that have been redeemed,
subject to applicable law.  If the Corporation shall
default in the payment of the Redemption Price, then,
with respect to all shares of Class D Preferred Stock
for which the Redemption Price shall not have been
paid, dividends shall continue to accrue on such
redeemed shares of Class D Preferred Stock and all
other rights shall remain in effect with respect to such
shares until the Corporation shall pay the Redemption
Price on such shares.

          (d)  Deposit of Funds for
Redemption.  On or prior to the Redemption Date, the
Corporation shall deposit in a segregated trust account
with any bank or trust company having total assets at
least equal to $100 million a sum equal to the
aggregate Redemption Price (either in cash or
certificates representing shares of Common Stock) of
all shares of Class D Preferred Stock to be redeemed,
with irrevocable instructions and authority to the bank
or trust company to pay, or deliver on or after the
Redemption Date or prior thereto, the Redemption
Price to the respective holders upon the surrender of
their share certificates.  From and after the Redemption
Date if such deposit shall have been made, the shares
so put or called for redemption shall be redeemed and
shall after such redemption be canceled and no longer
be available for issuance as shares of Class D Preferred
Stock by the Corporation but shall have the status of
authorized but unissued shares of Preferred Stock of
the Corporation without designation as to rights,
preferences, limitations or series until such shares are
once more designated as part of a particular series with
particular rights, preferences or limitations by the
Board of Directors of the Corporation.  The deposit
shall constitute full payment of the redeemed shares of
Class D Preferred Stock to their holders, and from and
after the Redemption Date the shares shall be deemed
to be no longer outstanding, and the holders thereof
shall cease to be stockholders with respect thereto
except for the right to receive from the bank or trust
company payment or delivery of the Redemption Price
of the shares, without interest, upon surrender of their
certificates therefor.  Any funds so deposited and
unclaimed at the end of one year from the Redemption
Date shall be released or repaid to the Corporation,
after which time the holders of shares redeemed shall
be entitled to receive payment of the Redemption Price
only from the Corporation.  No sinking fund shall be
established in relation to the redemption of Class D
Preferred Stock.
          
     4.   Liquidation.   Upon any voluntary or
involuntary dissolution, liquidation, or winding up of
the Corporation (a "Liquidation"), the holder of each
share of Class D Preferred Stock then outstanding shall
be entitled to be paid out of the assets of the
Corporation available for distribution to its
stockholders, before any distribution of assets shall be
made to the holders of Common Stock of the
Corporation or to the holders of other stock of the
Corporation that ranks junior to such series of the
Class D Preferred Stock in respect to distributions
upon a Liquidation of the Corporation ("Junior Stock"),
an amount equal to the Stated Value of such Class D
Preferred Stock, plus an amount equal to all dividends
accrued and unpaid on such share on the date fixed for
distribution of assets of the Corporation to the holders
of the Class D Preferred Stock.  Neither a
consolidation or merger of the Corporation with or into
any other entity, nor a merger of any other entity with
or into the Corporation, nor a sale or transfer of all or
any part of the Corporation's assets for cash or
securities or any other property, shall be considered a
Liquidation.  Written notice of any  Liquidation shall
be given to the holders of the Class D Preferred Stock
not less than thirty days prior to any payment date
stated therein. 

     5.   Voting Rights.      The holders of
the shares of Class D Preferred Stock shall not be
entitled to cast votes on any matter.

     6.   Holders, Notices.   The term
"holder" or "holders" wherever used herein with
respect to a holder or holders of shares of Class D
Preferred Stock shall mean the holder or holders of
record of such shares as set forth on the stock transfer
records of the Corporation. Whenever any notice is
required to be given under this Certificate of
Designation, such notice may be given personally or
by mail.  Any notice given to a holder of any share of
Class D Preferred Stock shall be sufficient if given to
the holder of record of such share at the last address
set forth for such holder on the stock transfer records
of the Corporation.  Any notice given by mail shall be
deemed to have been given when deposited in the
United States mail with postage thereon prepaid.  The
Corporation shall send to the holders of the Class D
Preferred Stock copies of any notices, statements, or
other communications sent to the holders of the
Common Stock and of the setting of a record date for
the holders of the Common Stock for any purpose.   

<PAGE>
     IN WITNESS WHEREOF, The Aegis
Consumer Funding Group, Inc. has caused this
Certificate of Designation, Preferences, and Rights of
the Class D Redeemable Preferred Stock be executed
by its duly authorized officers this __ day of May,
1997.    

THE AEGIS CONSUMER FUNDING GROUP, INC.



By:                                              
Angelo R. Appierto
Chairman of the Board of Directors
and Chief Executive Officer


Attest:
     
_________________________
Dina L. Penepent
Secretary