AMENDED AND RESTATED

          MASTER TRUST AGREEMENT
                     
              by and between
                     
       AEGIS AUTO FUNDING CORP. IV,
      a Delaware Corporation, Seller 
                     
                     
                    and
                     
     NORWEST BANK MINNESOTA, NATIONAL
               ASSOCIATION,
                 Trustee 
                     
                     
                     
          Dated as of May 1, 1997
                     
                     
                     
                     
                     
                     
                                                               
                                                     

               With respect to

         Aegis Auto Funding Corp. IV
        Aegis Auto Receivables Trusts
     Automobile Receivable Pass-Through
Certificates <PAGE>
              TABLE OF CONTENTS


                                             Page

ARTICLE I.  DEFINITIONS            1

ARTICLE II. CREATION OF TRUSTS; SALE 
                       AND TAX TREATMENT      1

ARTICLE III.         ESTABLISHMENT OF           
                       RESERVE FUND           2

ARTICLE IV.            ADDITIONAL              
                       REQUIREMENTS           5

ARTICLE V.  TERMINATION            6

ARTICLE VI. AMENDMENTS             6

ARTICLE VII.  MISCELLANEOUS          6

TESTIMONIUM

SIGNATURES

APPENDIX A  Amended and Restated Standard
Terms and Conditions

APPENDIX B  Form of Pooling and Servicing
Agreement

         AMENDED AND RESTATED MASTER
TRUST AGREEMENT


     This AMENDED AND RESTATED
MASTER TRUST AGREEMENT dated as of
May 1, 1997 (this "Amended and Restated Master
Trust Agreement") is by and between AEGIS
AUTO FUNDING CORP. IV, a Delaware
corporation, as Seller, and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as
Trustee for the holders from time to time of the
Automobile Receivable Pass-Through Certificates
(the "Certificates") to be issued by the trusts created
pursuant to the terms hereof.

            W I T N E S S E T H :

     WHEREAS, the Seller desires to provide for
the creation of a series of grantor trusts (each a
"Trust"), the assets of each to consist of a pool of
motor vehicle retail installment sales contracts
secured by new and used automobiles and light-duty
trucks and certain related property;

     WHEREAS, each such Trust will issue a
series of Certificates evidencing an undivided
interest in the assets of the Trust (excluding the
residual interest retained by the Seller);

     WHEREAS, each series of Certificates will
be issued pursuant to the terms of this Amended
and Restated Master Trust Agreement and a related
Pooling and Servicing Agreement incorporating the
Amended and Restated Standard Terms and
Conditions attached hereto as Appendix A (the
"Amended and Restated Standard Terms"); 

     WHEREAS, each series of Certificates will
be additionally secured by a common reserve fund
established hereby and to be held outside each of
the individual Trusts;

     WHEREAS, the parties have heretofore
entered into a Master Trust Agreement dated as of
March 1, 1997 (the "Original Agreement"),
providing for the creation of trusts from time to
time and the issuance of Certificates thereby, and
pursuant to which the 1997-1 Trust, the 1997-2
Trust and 1997-3 Trust (collectively, the "Prior
Trusts") have heretofore been created;  

     WHEREAS, the parties desire to amend and
restate the Original Agreement in its entirety as set
forth herein; and

     WHEREAS, the parties intend that the
amendments effected hereby shall apply
retroactively to the Prior Trusts, except as expressly
provided otherwise herein. 

     NOW, THEREFORE, in consideration of
the foregoing premises and the mutual covenants
expressed herein, the parties hereto agree to amend
and restate the Original Agreement as follows:

                  ARTICLE I

                 DEFINITIONS

     Terms used in this Amended and Restated
Master Trust Agreement and not otherwise defined
shall have the meanings assigned in the Amended
and Restated Standard Terms.

                 ARTICLE II

      CREATION OF TRUSTS; SALE AND TAX
TREATMENT

     Section 2.1.  Creation of Trusts.  Each
Trust shall be created upon the execution and
delivery of a Pooling and Servicing Agreement
substantially in the form of Appendix B hereto 
and the Seller's conveyance to the Trustee of the
trust property specified therein.  Concurrent with
the creation of each Trust, the Trustee shall execute
and deliver to the Seller or upon the Seller's written
order Automobile Receivable Pass-Through
Certificates representing a fractional undivided
ownership interest in the trust property conveyed
(excluding the residual interest retained by the
Seller).  Such Certificates shall bear a separate
series designation, pay pass-through interest and be
subject to such other terms as provided in the
related Pooling and Servicing Agreement.  Each
Pooling and Servicing Agreement shall incorporate
the Amended and Restated Standard Terms, with
such appropriate variations as from time to time
may be agreed to by the Seller and the Trustee
subject to Article VI hereof.

     Section 2.2.  Sale and Tax Treatment.  It is
the intention of the parties that each transfer of trust
property to a Trust be treated as an absolute sale
and conveyance of such property by the Seller to
the Trustee on behalf of such Trust, and that each
Trust be treated as a separate grantor trust for
federal income tax purposes.

                 ARTICLE III

        ESTABLISHMENT OF RESERVE FUND

     Section 3.1.  Establishment and Funding. 
(a)  In order to assure that sufficient amounts to
make required payments to the holders of the
Certificates will be available, there shall be
established and maintained with the Trustee the
following Eligible Account:  the "Reserve Fund--
Aegis Auto Funding Corp. IV, Aegis Auto
Receivables Trusts" (the "Reserve Fund"), which
will include the money and other property deposited
therein pursuant to applicable sections of each
Pooling and Servicing Agreement and held therein
pursuant to this Article III.  The Reserve Fund shall
not be part of any trust created pursuant to the
terms hereof, but instead will be held outside each
trust for the benefit of the holders of the
Certificates and to secure trustee and servicing fee
distributions as described below.  Subject to the
terms and conditions hereinafter set forth, the
Reserve Fund shall be under the sole dominion and
control of the Trustee, as pledgee, and the Trustee
shall have the sole right to make withdrawals
therefrom.  Notwithstanding the right of the Seller
hereunder to give instructions relating to the
investment or reinvestment of amounts in the
Reserve Fund, withdrawals from the Reserve Fund
may not be made at the direction of the Seller but
may only be made by the Trustee in accordance
with the terms hereof.  The Seller and the Trustee
acknowledge that any amounts on deposit in the
Reserve Fund (and any investment earnings thereon)
will be owned directly by and be the separate
property of the Seller, and such parties hereby
agree to treat the same as assets (and investment
earnings) of the Seller for federal income tax
purposes.  

     (b)    The Reserve Fund shall be funded
through deposits made on the date of creation of
each Trust and transfers made on each Distribution
Date and each Funding Date (if any) as provided in
the Pooling and Servicing Agreements.

     Section 3.2.  Reserve Fund Investments.  (a) 
Subject to subsection (b) below, amounts held in the
Reserve Fund shall be invested in Eligible
Investments, in accordance with written instructions
from the Seller or its designee, and such
investments shall not be sold or disposed of prior to
their maturity but shall mature no later than two
Business Days before the Distribution Date next
succeeding the date of investment.  All amounts
held in the Reserve Fund, including proceeds of
investments, shall be available for application to
required distributions on such Distribution Date
pursuant to Section 3.5 hereof and 5.07(a) of the
Amended and Restated Standard Terms. All such
investments shall be made in the name of the
Trustee or its nominee.  Any loss on investment of
amounts held in the Reserve Fund and all income
and gain realized on the Reserve Fund shall be
credited to such fund.  The Trustee shall not have
any liability for losses on moneys invested by the
Trustee hereunder except if caused by its negligence
or its failure to act in accordance with reasonable
and proper instructions given in writing and
received by the Trustee.

     (b)    The foregoing subsection (a)
notwithstanding, an amount equal to the Reserve
Fund Initial Deposit deposited into the Reserve
Fund on the Closing Date with respect to each Trust
may be invested in capital appreciation notes issued
by The Aegis Consumer Funding Group, Inc. in a
maturity amount of up to four percent (4%) of the
aggregate initial Class Certificate Balance of the
Certificates issued by such Trust.  Such notes (the
"Term Notes") shall be in substantially the form
attached to the related Pooling and Servicing
Agreement, shall mature on the date which is sixty-
six (66) months from the date thereof, and shall be
purchased at a price calculated to yield the Discount
Rate, payable at maturity.  All amounts paid on
such Term Notes shall be deposited into the Reserve
Fund.  In addition, on the Closing Date with respect
to the 1997-1 Trust, an additional amount in the
Reserve Fund was invested in a demand promissory
note (the "Demand Note") issued by The Aegis
Consumer Funding Group, Inc. in the amount and
on the terms and conditions set forth in the related
Pooling and Servicing Agreement.  

     Section 3.3. Pledge of Reserve Fund.  In
order to provide for the required payments to be
made to the holders of the Certificates, the Trustee,
the Custodian, the Servicer, the Backup Servicer
and the Contingent Servicer pursuant to the Pooling
and Servicing Agreements, and to assure availability
of the amounts maintained in the Reserve Fund, the
Seller hereby pledges to and grants in favor of the
Trustee, as collateral agent, and its successor and
assigns, a security interest in and lien upon all its
right, title and interest in and to the Reserve Fund,
including all amounts and investments held from
time to time in the Reserve Fund (whether in the
form of deposit accounts, instruments, book-entry
securities, uncertificated securities or otherwise) (all
of the foregoing, subject to the limitations set forth
below, the "Reserve Fund Property"); to have and
to hold all the aforesaid property, rights and
privileges unto the Trustee, its successors and
assigns, in trust for the uses and purposes set forth
in this Article.  The Trustee hereby acknowledges
such transfer and accepts the trust hereunder and
shall hold and distribute the Reserve Fund Property
in accordance with the terms and provisions of this
Article.

     Section 3.4. Further Assurances.  The Seller
agrees to take or cause to be taken such further
actions and to execute, deliver and file or cause to
be executed, delivered and filed such further
documents and instruments (including, without
limitation, any UCC financing statements or this
Amended and Restated Master Trust Agreement) as
may be determined to be necessary to perfect the
interests created by this Article in favor of the
Trustee and otherwise fully to effectuate the
purposes, terms and conditions of this Article. 
Specifically, the Seller (with respect to Reserve
Fund Property) shall:

          (i)  promptly execute, deliver and
     file any financing statements, amendments,
     continuation statements, assignments,
     certificates and other documents with respect
     to such interests and perform all such other
     acts as may be necessary in order to perfect
     or to maintain the perfection of the Trustee's
     security interest in the Reserve Fund
     Property; and

          (ii) make the necessary filings of
     financing statements or amendments thereto
     within ten business days after the occurrence
     of any of the following:  (1)  any change in
     the Seller's corporate name or any trade
     name; (2)  any change in the location of its
     chief executive office or principal place of
     business; and (3)  any merger or
     consolidation or other change in its identity
     or corporate structure and promptly notify
     the Trustee of any such filings.

     Section 3.5.  Reserve Fund Draws.  If on
any Distribution Date the Total Available
Distribution Amount with respect to any series of
Certificates is insufficient to make all required
distributions to the Trustee, Backup Servicer,
Contingent Servicer, Custodian, Servicer and the
holders of such Certificates, the Trustee shall
withdraw an amount equal to such insufficiency (or
any lesser amount on deposit in the Reserve Fund
if an equal amount is not available) from the
Reserve Fund (any such withdrawal, a "Reserve
Fund Draw"), first from cash on deposit in the
Reserve Fund and, second, from proceeds of the
Demand Note as described below, and apply such
amount in the order of priority for distributions
established by the terms of the applicable Pooling
and Servicing Agreement.  If, on any such
Distribution Date, the amount of the insufficiency
described above is greater than the amounts on
deposit in the Reserve Fund in cash or Eligible
Investments and the Demand Note is outstanding,
the Trustee shall notify the Certificateholders of
such insufficiency and, if directed to do so by the
Majority Certificateholders the Trustee shall, before
making any required withdrawals from the Reserve
Fund (or as soon as practicable after receiving the
direction of the Majority Certificateholders),
demand payment of such Demand Note in an
amount equal to the lesser of (x) the amount of such
excess insufficiency and (y) the outstanding
principal balance of such Demand Note plus
accrued interest thereon.  Any amount repaid in
excess of the amounts required for a Reserve Fund
Draw shall be retained in the Reserve Fund.  If on
any Distribution Date a Reserve Fund Draw is
needed under more than one Pooling and Servicing
Agreement to make required distributions, and the
total amount on deposit in the Reserve Fund is
insufficient to make all such distributions, the
Trustee shall apply the available amount on deposit
in the Reserve Fund to make required distributions
in the order of the dated dates of each such Pooling
and Servicing Agreement, commencing with the
earliest.  

     Section 3.6.  Release of Reserve Fund
Amounts.  Commencing on the Distribution Date
which is at least 24 months after the initial Closing
Date, funds remaining on deposit in the Reserve
Fund on any Distribution Date after any needed
Reserve Fund Draws have been made (exclusive of
the Demand Note or any Term Notes), shall, on
such date, be released to the Servicer to pay
accrued and unpaid Servicing Fees and, to the
extent such fees are paid in full, shall also be
released to the Seller, provided that the aggregate
amount of such released funds shall not exceed the
least of:

          (x)  75% of the average aggregate
     amount of monthly collections received in
     the Reserve Fund during the most recent and
     two preceding months (or, if less, 75% of
     such collections received during the most
     recent month) and which are allocable to
     any Trust which has been in existence for at
     least 24 months, so long as the total
     cumulative deposits from such Trust into the
     Reserve Fund have exceeded the total
     cumulative withdrawals made to such Trust
     from the Reserve Fund; and 

          (y)  50% of the amount by which
     (i) the aggregate amount of collections
     received during the most recent month for
     all Trusts exceeds (ii) the aggregate of the
     required payments to the Trustee, Back-up
     Servicer, Custodian, Servicer and all holders
     of the Certificates on such Distribution 
     Date; and

          (z)  50% of the amount by which
     (i) the aggregate amount of collections
     received during the most recent month and
     the two preceding months for all Trusts
     exceeds (ii) the aggregate of the required
     payments to the Trustee, Back-up Servicer,
     Custodian, Servicer and all holders of the
     Certificates made on such Distribution Date
     and the two preceding Distribution Dates;

provided that, in no event shall amounts be
distributed to the Seller from the Reserve Fund on
any Distribution Date to the extent that the amounts
on deposit therein (exclusive of Term Notes and the
Demand Note), after giving effect to Reserve Fund
Draws on such date, would be less than the Reserve
Requirement. 

     Upon termination of this Amended and
Restated Master Trust Agreement and all related
Pooling and Servicing Agreements, any amounts on
deposit in the Reserve Fund, after payment of all
amounts due the Backup Servicer, the Contingent
Servicer, the Trustee, the Custodian, the Servicer
and the holders of the Certificates, shall be paid to
the Seller or its assignee.  Amounts properly
received by the Seller pursuant to this Amended and
Restated Master Trust Agreement and any Pooling
and Servicing Agreement shall not be available to
the Trustee for the purpose of making deposits to
the Reserve Fund or making payments to the
holders of the Certificates, nor shall the Seller be
required to refund any amount properly received by
it.

                 ARTICLE IV

          ADDITIONAL REQUIREMENTS 

     Section 4.1.  Financing Statements.  

     On or before the initial Closing Date, the
Seller shall deliver to the Trustee UCC-1 financing
statements to be filed in appropriate jurisdictions
which are necessary to perfect the interests of the
Trustee in the Receivables and other Trust Property
to be transferred to the Trustee from time to time
pursuant to the related Pooling and Servicing
Agreements and the pledge of the Reserve Fund by
the Seller to the Trustee pursuant to this
Agreement.  In addition, on or before the initial
Closing Date, the Seller shall deliver to the Trustee
copies of UCC-1 financing statements filed by the
lenders pursuant to the Warehouse Facility, each of
which shall provide that the Receivables and other
Trust Property sold from time to time by Aegis
Finance to the Seller pursuant to the Purchase
Agreement and by the Seller to the Trustee pursuant
to the related  Pooling and Servicing Agreement,
shall not be included in the collateral covered by
such financing statements.
  
     Section 4.2.  Risk Default Insurance
Policies.

     On the initial Closing Date the Seller shall
deliver to the Trustee the original Risk Default
Insurance Policies, each of which shall name Aegis
Finance as the named insured.  On each Closing
Date and Funding Date, if any, the Seller shall
deliver to the Trustee an endorsement to such policy
naming the Trustee as an additional insured or a
"pool certificate holder" with respect to the
Receivables being transferred to the Trustee on such
date and the related Trust. 

                  ARTICLE V

                 TERMINATION  

     This Amended and Restated Master Trust
Agreement may be terminated by the Seller upon
written notice to the Trustee, but only if at the time
of such notice every Pooling and Servicing
Agreement previously executed and delivered
pursuant to the Original Agreement or this
Amended and Restated Master Trust Agreement has
been terminated in accordance with its respective
terms.

<PAGE>
                 ARTICLE VI

                 AMENDMENTS

     This Amended and Restated Master Trust
Agreement may be amended from time to time by
a written amendment duly executed and delivered
by the Seller and the Trustee; provided, however,
that for so long as any Certificates are outstanding,
without the prior written consent of all holders of
the Certificates, (i) no amendment of Section 2.2 or
Article III shall be made and (ii) the Amended and
Restated Standard Terms shall not be amended nor
varied in any given Pooling and Servicing
Agreement so as to change the day of the month on
which regular distributions from each of the trusts
is made or to make any other change that would
create a preference or distinction among the holders
of different series of Certificates outstanding with
respect to the security represented by the Reserve
Fund.

                 ARTICLE VII

                MISCELLANEOUS

     Section 7.1.  Headings and
Cross-References.  The various headings in this
Amended and Restated Master Trust Agreement are
included for convenience only and shall not affect
the meaning or interpretation of any provision
contained herein.  References herein to Section or
Article names or numbers are to such Sections or
Articles of this Amended and Restated Master Trust
Agreement.

     Section 7.2.  Governing Law.  This
Amended and Restated Master Trust Agreement
shall be governed by and construed in accordance
with the laws of the State of New York, including
Section 5-1401 of the General Obligations Law but
otherwise without regard or reference to principles
of conflicts of laws of such state.

     Section 7.3.  Counterparts.  This Amended
and Restated Master Trust Agreement may be
executed in one or more counterparts, each of
which shall be an original, but all of which together
shall constitute one and the same instrument.



<PAGE>
     IN WITNESS WHEREOF, the Seller and
the Trustee have caused this Amended and Restated
Master Trust Agreement to be duly executed by
their respective officers as of the day and year first
above written.


AEGIS AUTO FUNDING CORP. IV,
as seller



By 
Angelo R. Appierto                 
President


NORWEST BANK MINNESOTA, NATIONAL
                         
ASSOCIATION, as Trustee

By 
Jason VanVleet                
Corporate Trust Officer

<PAGE>
                 APPENDIX A

         TO THE AMENDED AND RESTATED
MASTER TRUST AGREEMENT














        AMENDED AND RESTATED STANDARD
TERMS AND CONDITION











         Aegis Auto Funding Corp. IV
        Aegis Auto Receivables Trusts
Automobile Receivable Pass-Through Certificates
<PAGE>
              TABLE OF CONTENTS



                                                   Page

                  ARTICLE I


DEFINITIONS.....................................1

                 ARTICLE II

               INTERPRETATION

Section 2.01   Usage of Terms ..................17
Section 2.02.  Cutoff Date and Record Date......17
Section 2.03.  Section References.............. 17

                 ARTICLE III

               THE RECEIVABLES

Section 3.01.  Representations and Warranties of  
           Seller..........................18
Section 3.02.  Repurchase or Substitution Upon    
               Breach..........................25
Section 3.03.  Custody of Documents............26
Section 3.04.  Duties of Custodian.............28
Section 3.05.  Instructions; Authority to Act..29
Section 3.06.  Custodian Fees; Indemnification.29
Section 3.07.  Effective Period and Termination29
Section 3.08.  Funding Events..................30

                 ARTICLE IV

       ADMINISTRATION AND SERVICING OF
RECEIVABLES

Section 4.01.  Servicing Duties. . . . . . 32
     Section 4.02.  Resignation of
          Backup Servicer  . . . . . . . . 33
     Section 4.03.  Covenant of Backup
          Servicer . . . . . . . . . . . . 33
     Section 4.04.  Servicing Fees . . . . 34
     Section 4.05.  Costs and Expenses . . 34
     Section 4.06.  Standard of Care . . . 34
     Section 4.07.  Contingent Servicer. . . 
                      

                  ARTICLE V

          DISTRIBUTIONS; ACCOUNTS;
      STATEMENTS TO CERTIFICATEHOLDERS

     Section 5.01.  Accounts . . . . . . . 35
     Section 5.02.  Collections. . . . . . 36
     Section 5.03.  Application of
          Collections. . . . . . . . . . . 36
     Section 5.04.  Miscellaneous
          Servicer Collections . . . . . . 36
     Section 5.05.  Additional Deposits. . 36
     Section 5.06.  Distributions. . . . . 37
     Section 5.07.  Reserve Fund . . . . . 39
     Section 5.08.  Funding Account. . . . 39
     Section 5.09.  Statements to
          Certificateholders; Tax
          Returns. . . . . . . . . . . . . 39
     Section 5.10.  Reliance on
          Information from the Servicer
           . . . . . . . . . . . . . . . . 43

                 ARTICLE VI

     RIGHTS OF
          CERTIFICATEHOLDERS . . . . . . . 43

                 ARTICLE VII

              THE CERTIFICATES

     Section 7.01.  The Certificates . . . 43
     Section 7.02.  Execution,
          Authentication of Certificates
           . . . . . . . . . . . . . . . . 44
     Section 7.03.  Registration of
          Transfer and Exchange of
          Certificates . . . . . . . . . . 44
     Section 7.04.  Mutilated, Destroyed,
          Lost or Stolen Certificates. . . 47
     Section 7.05.  Persons Deemed
          Owners . . . . . . . . . . . . . 47
     Section 7.06.  Access to List of
          Certificateholders' Names
          and Addresses. . . . . . . . . . 47
     Section 7.07.  Maintenance of Office
          or Agency. . . . . . . . . . . . 48
     Section 7.08.  Notices to
          Certificateholders . . . . . . . 48

                ARTICLE VIII

                 THE SELLER

     Section 8.01.  Representations of
          Seller . . . . . . . . . . . . . 48
     Section 8.02.  Liability of Seller;
          Indemnities. . . . . . . . . . . 51
     Section 8.03.  Merger or
          Consolidation of, or
          Assumption of the
          Obligations of,           Seller
           . . . . . . . . . . . . . . . . 52
     Section 8.04.  Limitation on
          Liability of Seller and Others
           . . . . . . . . . . . . . . . . 53
     Section 8.05.  Seller May Own
          Certificates . . . . . . . . . . 53
     Section 8.06.  Covenants of the
          Seller . . . . . . . . . . . . . 53
     Section 8.07.  Enforcement by
          Trustee. . . . . . . . . . . . . 54
     Section 8.08.  No Bankruptcy
          Petition . . . . . . . . . . . . 57

                 ARTICLE IX

             THE BACKUP SERVICER

     Section 9.01.  Representations of
          Backup Servicer. . . . . . . . . 58
     Section 9.02.  Merger or
          Consolidation of, or
          Assumption of the
          Obligations of,           or
          Resignation of Backup
          Servicer . . . . . . . . . . . . 59
     Section 9.03.  Limitation on
          Liability of Backup Servicer
          and Others . . . . . . . . . . . 59
     Section 9.04.  Successor Backup
          Servicer . . . . . . . . . . . . 60
     Section 9.05.  No Bankruptcy
          Petition . . . . . . . . . . . . 60

                  ARTICLE X

          BACKUP SERVICING DEFAULT

     Section 10.01.  Events of Backup
          Servicing Default. . . . . . . . 60
     Section 10.02.  Appointment of
          Successor. . . . . . . . . . . . 61
     Section 10.03.  Notification to
          Certificateholders . . . . . . . 62
     Section 10.04.  Waiver of Past
          Defaults . . . . . . . . . . . . 62

                 ARTICLE XI

                 THE TRUSTEE

     Section 11.01.  Duties of Trustee . . 62
     Section 11.02.  Trustee's Certificate
           . . . . . . . . . . . . . . . . 66
     Section 11.03.  Trustee's
          Assignment of Purchased
          Receivables. . . . . . . . . . . 65
     Section 11.04.  Certain Matters
          Affecting Trustee. . . . . . . . 65
     Section 11.05.  Trustee Not Liable
          for Certificates or
          Receivables. . . . . . . . . . . 66
     Section 11.06.  Trustee May Own
          Certificates . . . . . . . . . . 67
     Section 11.07.  Trustee's Fees and
          Expenses . . . . . . . . . . . . 67
     Section 11.08.  Eligibility
          Requirements for Trustee . . . . 68
     Section 11.09.  Resignation or
          Removal of Trustee . . . . . . . 68
     Section 11.10.  Successor Trustee . . 69
     Section 11.11.  Merger or
          Consolidation of Trustee . . . . 69
     Section 11.12.  Appointment of
          Co-Trustee or Separate
          Trustee. . . . . . . . . . . . . 69
     Section 11.13.  Representations and
Warranties of Trustee  . . . . . . . . . . 71
     Section 11.14.  No Bankruptcy
          Petition . . . . . . . . . . . . 72



                      
                 ARTICLE XII

                 TERMINATION

     Section 12.01.  Termination of the
          Trust. . . . . . . . . . . . . . 72
     Section 12.02.  Optional Purchase of
          All Receivables. . . . . . . . . 73
     Section 12.03.  Notice. . . . . . . . 73

                ARTICLE XIII

          MISCELLANEOUS PROVISIONS

     Section 13.01.  Amendment . . . . . . 73
     Section 13.02.  Protection of Title to
          Trust. . . . . . . . . . . . . . 74
     Section 13.03.  Limitation on Rights
          of Certificateholders. . . . . . 75
     Section 13.04.  Governing Law . . . . 75
     Section 13.05.  Notices . . . . . . . 76
     Section 13.06.  Severability of
          Provisions . . . . . . . . . . . 77
     Section 13.07.  Assignment. . . . . . 77
     Section 13.08.  Certificates
          Nonassessable and Fully Paid
           . . . . . . . . . . . . . . . . 77
     Section 13.09.  Counterparts. . . . . 77
     Section 13.10.  Limited Recourse to
          Seller . . . . . . . . . . . . . 77

     EXHIBIT A Forms of Certificates 
     . . . . . . . . . . . . . . . . . .A-1-1
     EXHIBIT B [Reserved]. . . . . . . . .B-1
     EXHIBIT C Form of Trustee's
     Statement to Certificateholders . . .C-1
     EXHIBIT D [Reserved]. . . . . . . . .D-1
     EXHIBIT E Location of Servicer
     Files . . . . . . . . . . . . . . . .E-1
     EXHIBIT F 1 [Reserved]. . . . . . .F-1-1
     EXHIBIT F 2 [Reserved]. . . . . . .F-2-1
     EXHIBIT G Wiring Instructions
     Form  . . . . . . . . . . . . . . . .G-1
     EXHIBIT H [Reserved]. . . . . . . . .H-1
     EXHIBIT I Risk Default Insurance
     Policies. . . . . . . . . . . . . . .I-1
     EXHIBIT J VSI Insurance Policy. . . .J-1
     EXHIBIT K Form of Transferee
     Letter (Rule 144A Transfer) . . . .  K-1
     EXHIBIT L Form of Investor
     Letter 
     (Non-Rule 144A Purchase of Class B
Certificates). . . . . . . . . . . . . . .L-1
     EXHIBIT M Form of ERISA 
     Representation Letter . . . . . . . .M-1
     EXHIBIT N Form of Notice of
     Funding . . . . . . . . . . . . . . .N-1
     EXHIBIT O Form of Officer's
     Certificate . . . . . . . . . . . . .O-1
     EXHIBIT P Assignment. . . . . . . . .P-1
     EXHIBIT Q [Reserved]. . . . . . . . .Q-1
     EXHIBIT R Form of Trustee's
     Certificate . . . . . . . . . . . . .R-1
          EXHIBIT S [Reserved]. . . . . . . . .S-1<PAGE>
 



          AMENDED AND RESTATED
        STANDARD TERMS AND CONDITIONS
DATED AS OF MAY 1, 1997

                INTRODUCTION
          
     The following Amended and Restated
Standard Terms and Conditions (the "Amended and
Restated Standard Terms") shall be applicable to
each Trust formed by the Seller pursuant to the
foregoing Amended and Restated Master Trust
Agreement, with respect to which a Pooling and
Servicing Agreement incorporating by reference
these Amended and Restated Standard Terms shall
have  been executed, subject to such modifications
as may be specified in such particular Pooling and
Servicing Agreement and as may be permitted
under Article VI of the Amended and Restated
Master Trust Agreement.  Except as otherwise
provided herein, the amendments made hereby to
the Standard Terms and Conditions applicable as of
March 1, 1997 shall apply to the the Prior Trusts
and each Trust formed on or after the date hereof.

                  ARTICLE I

                 DEFINITIONS

     Whenever used in these Amended and
Restated Standard Terms, the following words and
phrases, unless the context otherwise requires, shall
have the following meanings:

     "Accounts" shall mean the accounts and
funds identified in Section 5.01 hereof.

     "Additional Receivables" means all
Receivables sold by the Seller to the Trust after the
Closing Date and during the Funding Period, if any,
which shall be listed on Schedule A to the related
assignment, delivered pursuant to the Agreement. 

     "Aegis Finance" means Aegis Auto Finance,
Inc., a Delaware corporation, its successors and
assigns.

     "Aegis Finance Servicing Agreement" means
the Master Servicing Agreement, as amended and
restated, providing for the servicing of the
Receivables among Aegis Finance, the Backup
Servicer and the Trustee, and all amendments,
modifications and supplements thereto.

     "Affiliate" of any Person means any other
Person which, directly or indirectly, controls, is
controlled by or is under common control with such
Person.  A Person shall be deemed to be
"controlled by" any other Person if such other
Person possesses, directly or indirectly, power

     (a)  to vote 10% or more of the securities
(on a fully diluted basis) having ordinary voting
power for the election of directors or managing
general partners; or

     (b)  to direct or cause the direction of the
management and policies of such Person whether by
contract or otherwise.

     "Agreement" means the Pooling and
Servicing Agreement executed by the Seller, the
Backup Servicer and the Trustee as of the date set
forth thereon, into which these Amended and
Restated Standard Terms shall be incorporated by
reference, and all amendments, modifications and
supplements thereto.

     "Amended and Restated Master Trust
Agreement"  means the Amended and Restated
Master Trust Agreement dated as of May 1, 1997,
which amends and restates the Master Trust
Agreement dated as of March 1, 1997 by and
between the Seller and the Trustee, as the same
may be further amended, supplemented or restated. 


     "Amended and Restated Standard Terms"
means these Amended and Restated Standard Terms
dated as of May 1, 1997, as the same may be
amended or modified from time to time.  
     "Amount Financed" means, with respect to
 a Receivable, the amount advanced under the
Receivable toward the purchase price of the
Financed Vehicle and any related costs.

     "Annual Percentage Rate" or "APR" means,
with respect to a Receivable, the annual rate of
finance charges stated in the Receivable.

     "Available Interest Distribution Amount"
means, for any Distribution Date, the sum of the
following amounts with respect to the preceding
Collection Period: (i) that portion of all collections
of Scheduled Payments and prepayments in full or
in part on Receivables allocable to interest; (ii)
Liquidation Proceeds and other Recoveries to the
extent allocable to interest due on Liquidated
Receivables and Defaulted Receivables in
accordance with the Servicer's customary servicing
procedures;  (iii) Risk Default Insurance Proceeds
to the extent allocable to interest as determined by
the Servicer; (iv) the earnings, if any, on amounts
in the Funding Account (if any) accrued during the
related Collection Period, and for the initial
Distribution Date, such earnings as have accrued to
such date; and (v) the Purchase Amount of each
Receivable that became a Purchased Receivable
during the related Collection Period to the extent
attributable to accrued interest thereon; provided,
however, that in calculating the Available Interest
Distribution Amount the following will be excluded: 
all payments and proceeds (including Liquidation
Proceeds) of any Purchased Receivables the
Purchase Amount of which has been included in the
Principal Distributable Amount with respect to a
prior Distribution Date.

     "Available Principal Distribution Amount"
means, for any Distribution Date, the sum of the
following amounts with respect to the preceding
Collection Period: (i) that portion of all collections
of Scheduled Payments and prepayments in full or
in part on Receivables allocable to principal; (ii)
Liquidation Proceeds and other Recoveries allocable
to the principal amount of  Liquidated Receivables
and Defaulted Receivables in accordance with the
Servicer's customary servicing procedures; (iii)
Risk Default Insurance Proceeds to the extent not
allocable to interest as determined by the Servicer;
(iv) amounts deposited in the Collection Account
pursuant to Section 3.02(b) in respect of
Receivables that became Substitute Receivables
during the related Collection Period; and (v) to the
extent attributable to principal, the Purchase
Amount of each Receivable that became a
Purchased Receivable during the preceding
Collection Period; provided, however, that in
calculating the Available Principal Distribution
Amount the following will be excluded: all
payments and proceeds (including Liquidation
Proceeds) of any Purchased Receivables the
Purchase Amount of which has been included in the
Principal Distributable Amount with respect to a
prior Distribution Date.

     "Backup Servicer" means Norwest Bank
Minnesota, National Association, until any
successor Backup Servicer is appointed or succeeds
to the duties and obligations of the Backup Servicer
hereunder, and thereafter means the Eligible
Servicer appointed successor Backup Servicer
pursuant to Section 9.02 or 10.02.

     "Bankruptcy Code" means the federal
Bankruptcy Code of 1978, as amended, 11 USc
101 through 1330.

     "Business Day" means any day other than a
Saturday, a Sunday, or a day on which banking
institutions (including the Federal Reserve Bank, if
applicable) in the cities in which the principal
offices of the Trustee or the Servicer are located, or
New York, New York, or Jersey City, New Jersey
shall be authorized or obligated by law, executive
order, or governmental decree to be closed.  Any
action required to be taken on a day which falls on
a non-Business Day shall be conducted on the next
Business Day.

     "Certificate" means a Class A Certificate or
a Class B Certificate.

     "Certificate Account" means the trust
account designated as such, established and
maintained pursuant to Section 5.01.
     
     "Certificate Register" and "Certificate
Registrar" mean the register maintained and the
registrar appointed pursuant to Section 7.03.

     "Certificateholder" or "Holder" means the
Person in whose name the respective Certificate
shall be registered in the Certificate Register,
except that, solely for the purposes of giving any
approval, consent, waiver, request or demand
pursuant to this Agreement, the interest evidenced
by any Certificate registered in the name of the
Seller, the Servicer, the Backup Servicer, the
Trustee or any Affiliate of any of the foregoing
shall not be taken into account in determining
whether the requisite percentage necessary to effect
any such consent, waiver, request or demand shall
have been obtained.

     "Certificateholder Statement" means the
Statement the form of which is attached hereto as
Exhibit C.

     "Class" means all Certificates having the
same priority of payment and bearing the same
alphabetical designation (A or B).

     "Class A Certificate" means any one of the
Certificates executed by the Trustee on behalf of the
Trust and authenticated by the Trustee in
substantially the form set forth in Exhibit A-1
hereto. 

     "Class A Certificate Balance" shall equal,
initially, the Class A Percentage of the aggregate
Principal Balance of the Initial Receivables as of the
initial Cutoff Date plus the Class A Percentage of
the Original Pre-Funded Amount, if any, and,
thereafter, the initial Class A Certificate Balance,
reduced by all amounts previously distributed to
Class A Certificateholders as principal.

     "Class A Distributable Amount" means, on
any Distribution Date, the sum of the Class A
Interest Distributable Amount and the Class A
Principal Distributable Amount.

     "Class A Interest Carryover Shortfall"
means, as of the close of any Distribution Date, the
excess of the Class A Interest Distributable Amount
for such Distribution Date plus any outstanding
Class A Interest Carryover Shortfall from the
previous Distribution Date plus interest on such
outstanding Class A Interest Carryover Shortfall, to
the extent permitted by law, at the Class A Rate
from such preceding Distribution Date through the
current Distribution Date, over the amount of
interest that the holders of the Class A Certificates
actually received on such Distribution Date.

     "Class A Interest Distributable Amount"
means, (i) for any Distribution Date (other than the
Initial Distribution Date), one-twelfth of the product
of (x) the Class A Rate and (y) the Class A
Certificate Balance as of the close of business on
the preceding Distribution Date (after giving effect
to any distribution of principal on the Class A
Certificates made on such preceding Distribution
Date) and (ii) for the Initial Distribution Date, the
product of (x) the Class A Rate, (y) the initial Class
A Certificate Balance and (z) a fraction (A) the
numerator of which equals the sum of 30 plus, if
the Closing Date occurs prior to the 20th day in any
calendar month, the number of days from the
Closing Date to but not including such 20th day, or
minus, if the Closing Date occurs after the 20th day
in any calendar month, the number of days from
such 20th day to but not including the Closing Date,
and (B) the denominator of which equals 360.  

     "Class A Percentage" has the meaning set
forth in the Agreement.

     "Class A Principal Carryover Shortfall"
means, as of the close of any Distribution Date, the
excess of the Class A Principal Distributable
Amount plus any outstanding Class A Principal
Carryover Shortfall from the preceding Distribution
Date over the amount of principal that the holders
of the Class A Certificates actually received on such
Distribution Date pursuant to Section 5.06. 

     "Class A Principal Distributable Amount"
means, with respect to any Distribution Date, the
Class A Percentage of the Principal Distributable
Amount. 

     "Class B Certificate" means any one of the
Certificates executed by the Trustee on behalf of the
Trust and authenticated by the Trustee in
substantially the form set forth in Exhibit A-2
hereto. 

     "Class B Certificate Balance" shall equal,
initially, the Class B Percentage of the aggregate
Principal Balance of the Initial Receivables as of the
initial Cutoff Date plus the Class B Percentage of
the Original Pre-Funded Amount, if any, and,
thereafter, the initial Class B Certificate Balance,
reduced by all amounts previously distributed to
Class B Certificateholders as principal.

     "Class B Distributable Amount" means, on
any Distribution Date, the sum of the Class B
Interest Distributable Amount and the Class B
Principal Distributable Amount.
     
     "Class B Interest Distributable Amount"
means, (i) for any Distribution Date (other than the
Initial Distribution Date), one-twelfth of the product
of (x) the Class B Rate and (y) the Class B
Certificate Balance as of the close of business on
the preceding Distribution Date (after giving effect
to any distribution of principal on the Class B
Certificates made on such preceding Distribution
Date) and (ii) for the Initial Distribution Date, the
sum of (1) the product of (x) the  Class B Rate, (y)
the initial Class B Certificate Balance and (z) a
fraction (A) the numerator of which equals the sum
of 30 plus, if the Closing Date occurs prior to the
20th day in any calendar month, the number of days
from the Closing Date to but not including such
20th day, or minus, if the closing Date occurs after
the 20th day in any calendar month, the number of
days from such 20th day to but not including the
Closing Date, and (B) the denominator of which
equals 360, plus (2) an amount equal to that portion
of the purchase price of the Class B Certificates
under the Master Certificate Purchase Agreement
equal to the interest payable under the Warehouse
Facility.

     "Class B Percentage" has the meaning set
forth in the Agreement.

     "Class B Principal Carryover Shortfall"
means, as of the close of any Distribution Date, the
excess of the Class B Principal Distributable
Amount plus any outstanding Class B Principal
Carryover Shortfall from the preceding Distribution
Date over the amount of principal that the holders
of the Class B Certificates actually received on such
Distribution Date pursuant to Section 5.06. 

     "Class B Principal Distributable Amount"
means, as of any Distribution Date, the Class  B
Percentage of the Principal Distributable Amount.
     
     "Class Certificate Balance" means, with
respect to the applicable Class of Certificates, the
Class A Certificate Balance or the Class B
Certificate Balance.

     "Class Factor" means, with respect to any
Distribution Date and any Class of Certificates, a
seven-digit decimal figure computed by the Trustee
equal to the Class Certificate Balance of such Class
as of such Distribution Date divided by the Original
Class Certificate Balance thereof.

     "Class Percentage" means, with respect to
the applicable Class of Certificates, the Class A
Percentage or the Class B Percentage.    

     "Clearing Agency" means an organization
registered as a "clearing agency" pursuant to
Section 17A of the Exchange Act.

     "Clearing Agency Participant" means a
broker, dealer, bank, other financial institution or
other Person for whom from time to time a
Clearing Agency effects book entry transfers and
pledges of securities deposited with the Clearing
Agency.

     "Closing Date" shall be determined
separately for each Trust and shall be specified in
the corresponding Agreement.

     "Code" means the Internal Revenue Code of
1986, as amended.

     "Collection Account" means the trust account
designated as such, established and maintained
pursuant to Section 5.01.

     "Collection Period" means, with respect to
a Distribution Date,  the calendar month
immediately prior to such Distribution Date.  Any
amount stated "as of the close of business of the last
day of a Collection Period" shall give effect to the
following calculations as determined as of the end
of the day on such last day: (1) all applications of
collections, and (2) all distributions.

     "Contingent Servicer" means LSI Financial
Group, or any Eligible Servicer appointed successor
Contingent Servicer pursuant to Section 4.07
hereof.
     
     "Contingent Servicer Fee" shall have the
meaning set forth in the Agreement.

     "Corporate Trust Office" means the office of
the Trustee at which its corporate trust business
shall be administered, which office at the date of
this Agreement shall be 6th Street and Marquette
Avenue, Minneapolis, Minnesota 55479-0070,
Attention: Corporate Trust Services --Asset-Backed
Administration, or such other address as shall be
designated by the Trustee in written notice to the
Seller, the Backup Servicer, the Servicer and each
Certificateholder.

     "Credit Enhancer" means Barclays Bank
PLC or any other financial institution which shall
provide a letter of credit, a standby purchase
agreement or other credit enhancement for the Class
A Certificates or any commercial paper issued to
fund an investment in the Class A Certificates.

     "Credit Enhancement Fee" shall have the
meaning set forth in the Agreement.

     "Custodian" means the Person acting as
Custodian of the Trust pursuant to Section 3.03, its
successor in interest and any successor custodian.

     "Custodian Fees" shall have the meaning set
forth in the Agreement.

     "Custodian Files" means the documents
specified in Section 3.03(a).

     "Dealer" means any licensed or franchised
factory-authorized motor vehicle dealer, or affiliate
thereof, who sold a Financed Vehicle to an Obligor
and who originated the respective Receivable which
was acquired by Aegis Finance.

     "Dealer Recourse" means, with respect to a
Receivable, all recourse rights against the Dealer
that originated the Receivable, and any successor
Dealer.

     "Defaulted Receivable" means any
Receivable, other than a Liquidated Receivable, as
to which the Obligor became 90 days past due
(calculated on the basis of a 360-day year of 12 30-
day months) in making Scheduled Payments during
the prior Collection Period.

     "Demand Note" has the meaning set forth in
Section 3.2(b) of the Amended and Restated Master
Trust Agreement.

     "Delivery Date" has the meaning set forth in
Section 3.08(b)(i).

     "Determination Date" means, with respect to
any Distribution Date, the eighth (8th) Business
Day of the calendar month of such Distribution
Date; provided, however, if such Business Day is
later than the eleventh (11th) day of such month,
then the Determination Date shall mean the next
earlier Business Day which is not later than the
eleventh (11th) day of such calendar month.

     "Discount Rate" has the meaning set forth in
the Agreement.

     "Dissolution" means, with respect to the
Seller, bankruptcy, insolvency or dissolution.

     "Distribution Date" means, for each
Collection Period, the 20th day of the month
following the month in which the Collection Period
ends, or if the 20th day is not a Business Day, the
next following Business Day, beginning on the
Initial Distribution Date.

     "Eligible Account" means a segregated
account (except as otherwise permitted with respect
to the Lock-Box Account) which may be an account
maintained with the Trustee, which is either (a)
maintained with an Eligible Institution, or (b) a
segregated trust account or similar account
maintained with a federally or state chartered
depository institution subject to regulations
regarding fiduciary funds on deposit substantially
similar to 12 C.F.R. 9.10(b).

     "Eligible Institution" means a depository
institution or trust company whose long-term
unsecured debt obligations are rated at least "A" by
S&P or "A2" by Moody's (provided that, if only
one such rating agency rates such institution, such
single rating shall suffice).

     "Eligible Investments" means negotiable
instruments or securities or other investments (a)
which, except in the case of demand or time
deposits, investments in money market funds and
repurchase obligations, are represented by
instruments in bearer or registered form or
ownership of which is represented by book entries
by a clearing agency or by a Federal Reserve Bank
in favor of depository institutions eligible to have an
account with such Federal Reserve Bank who hold
such investments on behalf of their customers and
(b) which evidence:

         (i)   direct obligations of, and
     obligations fully guaranteed as to full and
     timely payment by, the United States of
     America;

        (ii)   demand deposits, time
     deposits or certificates of deposit of
     depository institutions or trust companies
     incorporated under the laws of the United
     States of America or any state thereof and
     subject to supervision and examination by
     federal or state banking or depository
     institution authorities; provided, however,
     that at the time of the Trust's investment or
     contractual commitment to invest therein,
     the short-term unsecured debt obligations of
     such depository institution or trust company
     shall have credit ratings from either S&P or
     Moody's in the highest investment category
     granted by S&P or Moody's, as applicable;

       (iii)   commercial paper having, at
     the time of the Trust's investment or
     contractual commitment to  invest therein, a
     rating from either S&P or Moody's in the
     highest investment category by S&P or
     Moody's; 

        (iv)   bankers' acceptances issued
     by any depository institution or trust
     company referred to in (ii) above;

         (v)   investments in money market
     funds having the highest investment category
     from either S&P or Moody's (such
     investments may include money market
     funds sponsored by Norwest Bank
     Minnesota, National Association that have a
     credit rating from either S&P or Moody's);

        (vi)   time deposits (having
     maturities of not more than 30 days) or
     notes which are payable on demand by an
     entity the commercial paper of which has
     the highest investment category granted by
     either S&P or Moody's; and

       (vii)   repurchase obligations with
     respect to any security described in clause
     (i) above entered into with a depository
     institution or trust company (acting as
     principal) meeting the rating standards
     described in clause (ii) above.

Any Eligible Investments may be purchased by or
through the Trustee or any of its affiliates.

     "Eligible Servicer" means any entity which,
at the time of its appointment as Backup Servicer,
Contingent Servicer, Servicer or subservicer, and
for so long as such entity is acting in such capacity,
(i) is servicing a portfolio of motor vehicle retail
installment sale contracts or motor vehicle loans,
(ii) is legally qualified (or is acting through an
Affiliate which is legally qualified) and has the
capacity to service the Receivables, (iii) has
demonstrated the ability to professionally and
competently service a portfolio of similar contracts
in accordance with industry standards of skill and
care, (iv) is qualified and entitled to use, and agrees
to maintain the confidentiality of, the software that
the Backup Servicer, Contingent Servicer, Servicer
or a subservicer uses in connection with performing
its duties and responsibilities under this Agreement,
a supervisory servicing agreement, the Servicing
Agreement or a subservicing agreement or obtains
rights to use or develops its own software which is
adequate to perform its duties and responsibilities
under this Agreement, a supervisory servicing
agreement, the Servicing Agreement or a
subservicing agreement and (v) is approved by the
Risk Default Insurer. 

     "ERISA" means the Employee Retirement
Income Security Act of 1974, as amended.

     "Event of Backup Servicing Default" with
respect to the Backup Servicer means an event
specified in Section 10.01.

     "Event of Servicing Default" means an event
specified in paragraph VI of the Servicing
Agreement.

     "Excess Interest Collections" has the
meaning set forth in Section 5.05(b).

     "Excess Receipts" means, with respect to any
Distribution Date, the remaining amount on deposit
in the Certificate Account after all distributions
pursuant to Section 5.06(d) have been made.

     "Exchange Act" means the Securities
Exchange Act of 1934, as amended.
 
     "Final Funding Date" means the date upon
which the balance in the Funding Account is
reduced to zero.

     "Financed Vehicle" means an automobile or
light-duty truck, together with all accessions
thereto, securing an Obligor's indebtedness under
the respective Receivable.
     
     "Funding Account" means the trust account,
if any, designated as such, established and
maintained pursuant to the Agreement and
Sections 5.01 and 5.08 hereof.

     "Funding Date" means each date occurring
no more than once per calendar week during the
Funding Period, if any, on which Additional
Receivables are sold to the Trust.
 
     "Funding Event" shall mean, with respect to
a Funding Date, if any, the occurrence of the events
required to occur in accordance with Section 3.08.
     
     "Funding Period" has the meaning set forth
in the Agreement, which in no case shall be more
than fifteen days from the Closing Date of the
corresponding Trust.
     
     "Initial Distribution Date" has the meaning
set forth in the Agreement.

     "Initial Receivables" means all Receivables
sold to the Trust by the Seller on the Closing Date.

     "Insurance Policy" means, with respect to a
Receivable, any comprehensive, collision, fire and
theft insurance policy required to be maintained by
the Obligor with respect to the Financed Vehicle,
the VSI Insurance Policy, and any credit life and
disability insurance maintained by the Obligor or
Seller and benefitting the holder of the Receivable.

 
     "Investment Company Act" means the
Investment Company Act of 1940, as amended. 
     
     "Lien" means a security interest, lien,
charge, pledge, equity or encumbrance of any kind.

     "Liquidated Receivable" means any
Receivable, other than a Receivable that first
became a Defaulted Receivable, liquidated by the
Servicer through sale of the Financed Vehicle or
otherwise.

     "Liquidation Proceeds" means the moneys
collected during the respective Collection Period on
a Liquidated Receivable, whether through
foreclosure or otherwise, other than Risk Default
Insurance Proceeds, net of the sum of any amounts
expended by the Servicer for the account of the
Obligor and the expenses incurred in the
liquidation. 

     "Lock-Box Account" means the account(s)
designated as such, established and maintained
pursuant to Section 5.01 hereof, into which account
shall be deposited only those moneys collected with
respect to the Receivables as contemplated herein
and moneys collected with respect to other retail
installment sales contracts originated or purchased
by Aegis Finance or its Affiliates.

     "Lock-Box Account Depository" means each
of Wells Fargo Bank, N.A., and Commerce Bank,
acting as Lock-Box Account Depository hereunder,
its successors in interest and any successors
appointed pursuant to paragraph IX of the Servicing
Agreement.

     "Majority Certificateholders" means Holders
of Certificates evidencing not less than 51% of the
Voting Interests of each Class thereof.

     "Master Certificate Purchase Agreement"
means the Master Certificate Purchase Agreement
dated March 14, 1997 among the Seller, The Aegis
Consumer Funding Group, Inc., III Finance Ltd.,
III Global Ltd. and III Limited Partnership, as
amended, supplemented or restated.

     "Miscellaneous Servicer Collections" means,
with respect to a Collection Period, all late charges,
extension fees and recoveries of expenses relating to
liquidation, repossession and other costs previously
incurred by the Servicer.

     "Monthly Servicing Certificate" means the
certificate substantially in the form of Schedule B to
the Servicing Agreement.

     "Moody's" means Moody's Investors Service
or any successors thereto.

     "Net Loss" means, with respect to a
Collection Period, the sum of the Principal Balances
of Receivables that became Liquidated Receivables
or Defaulted Receivables during such Collection
Period, minus Recoveries and Risk Default
Insurance Proceeds (to the extent allocable to
principal) received in such Collection Period.

     "1997-1 Trust"  means the Aegis Auto
Receivables Trust 1997-1 established pursuant to the
Pooling and Servicing Agreement dated as of March
1, 1997 among the Seller, the Trustee and the
Backup Servicer. 

     "1997-2 Trust" means the Aegis Auto
Receivables Trust 1997-2 established pursuant to the
Pooling and Servicing Agreement dated as of April
1, 1997 among the Seller, the Trustee and the
Backup Servicer.

     "1997-3 Trust" means the Aegis Auto
Receivables Trust 1997-3 established pursuant to the
Pooling and Servicing Agreement dated as of May
1, 1997 among the Seller, the Trustee and the
Backup Servicer.

     "Nonconforming Insured Receivables" means
Receivables which were not originated in
accordance with the Underwriting Guidelines but
which are covered by a Risk Default Insurance
Policy.

     "Notice of Funding" has the meaning set
forth in Section 3.08(b)(ii)(C).
  
     "Obligor" means, with respect to a
Receivable, the purchaser or co-purchasers of the
Financed Vehicle and/or any other Person who
owes payments under such Receivable.

     "Officer's Certificate" means a certificate
signed by the chairman of the board, the president,
any vice chairman of the board, any vice president,
any assistant vice president, any trust officer, the
treasurer, the controller or any assistant treasurer or
any assistant controller of the Seller, the Trustee,
the Servicer, the Custodian or the Backup Servicer,
as appropriate.

     "Opinion of Counsel" means a written
opinion of counsel who may but need not be
counsel to the Seller or Servicer, which counsel
shall be acceptable to the Trustee.

     "Optional Purchase Percentage" means 10%
of the Original Pool Balance.

     "Original Certificate Balance" means, as to
any Certificate, the initial certificate balance stated
on the face of such Certificate.

     "Original Pool Balance" means the initial
Principal Balance of all Receivables (including
Additional Receivables) as of their respective Cutoff
Dates.

     "Original Pre-Funded Amount" means the
amount deposited in the Funding Account, if any,
on the Closing Date, which amount shall not exceed
30% of the Original Pool Balance.

     "Pass-through Rate" means, with respect to
the applicable Class of Certificates, the Class A
Rate or the Class B Rate.

     "Percentage Interest" means, with respect to
any Certificate, the percentage ownership interest of
such Certificate in the aggregate of amounts
distributable hereunder to the related Class of
Certificates.  With respect to any Certificate, the
Percentage Interest evidenced thereby shall equal
the Original Certificate Balance thereof divided by
the aggregate Original Class Certificate Balance of
the related Class.

     "Person" means any individual, corporation,
estate, partnership, limited liability company, joint
venture, association, joint stock company, trust,
unincorporated organization, or government or any
agency or political subdivision thereof.

     "Plan" means an employee benefit plan
subject to ERISA or a plan or other retirement
arrangement subject to Section 4975 of the Code. 

     "Pool Balance" means, as of the day of
calculation, the aggregate Principal Balance of the
Receivables less Net Losses. 

     "Pool Factor" means, as of any Distribution
Date, a seven-digit decimal figure equal to the Pool
Balance for such Distribution Date divided by the
Original Pool Balance.
 
     "Principal Balance"  means, with respect to
any Receivable at any time, the Amount Financed
minus the sum of (a) the portion of all payments
made by or on behalf of the related Obligor and
allocable to principal using the Simple Interest
Method and (b) the portion of any payment of the
Purchase Amount with respect to the Receivable
allocable to principal, calculated as of the close of
business on the last day of the prior Collection
Period (or, prior to the end of the first Collection
Period, calculated as of the close of business on the
day immediately prior to the Cutoff Date).

     "Principal Distributable Amount" means,
with respect to any Distribution Date the sum of: (i)
the portion of all Scheduled Payments allocable to
principal (including delinquent payments) collected
during the preceding Collection Period on the
Receivables; (ii) the principal portion of all
prepayments in full or in part received during the
preceding Collection Period  (without duplication of
amounts included in clause (i) above); (iii) the
Principal Balance of each Receivable that became a
Purchased Receivable during the preceding
Collection Period (without duplication of amounts
referred to in clauses (i) and (ii) above); (iv) the
Principal Balance of each Receivable that became a
Liquidated Receivable during the preceding
Collection Period (without duplication of amounts
included in clause (i), (ii) and (iii) above), and (v)
the Principal Balance of each Receivable that
became a Defaulted Receivable during the preceding
Collection Period (without duplication of amounts
included in clause (i), (ii), (iii) and (iv) above);
provided, however, that in calculating the Principal
Distributable Amount the following will be
excluded: all payments and proceeds of any
Purchased Receivables the Purchase Amount of
which has been included in the Principal
Distributable Amount in a prior Collection Period. 
Further, (i) with respect to the Distribution Date
immediately following the end of the Funding
Period, if any, the principal required to be
distributed to Certificateholders shall include an
amount equal to the remaining balance in the
Funding Account on the last day of the Funding
Period, to the extent allocable to principal, and (ii)
with respect to the Distribution Date following the
substitution of a Receivable pursuant to Section
3.02, the principal required to be distributed to
Certificateholders shall include the difference, if
any, between the outstanding Principal Balance of
the replaced Receivable and the outstanding
Principal Balance of the substitute Receivable.

     "Prior Trusts" means, collectively, the 1997-
1 Trust, the 1997-2 Trust and 1997-3 Trust.

     "Purchase Agreement" means the Amended
and Restated Master Purchase Agreement dated as
of May 1, 1997 providing for Aegis Finance's sale
of the Receivables to the Seller.

     "Purchase Amount" means the amount, as of
the close of business on the last day of a Collection
Period, required to prepay in full the respective
Receivable under the terms thereof, including the
principal amount thereof and interest to the end of
such Collection Period.

     "Purchased Receivable" means a Receivable
purchased as of the close of business on the last day
of a Collection Period by the Seller or by Aegis
Finance on behalf of the Seller pursuant to the
Purchase Agreement.

     "Rated Certificates" means each Class of
Certificates, if any, that has been rated by a Rating
Agency at the request of the Seller. 

     "Rated Entity" shall mean a Person whose
long-term unsecured debt obligations (at the time of
the transfer under Section 7.03) are rated within the
investment grade categories of either Moody's or
S&P.

     "Rating Agency" means any statistical credit
rating agency, or its successor, providing a rating
for any of the Certificates at the request of the
Seller.

     "Receivable" means any retail installment
sales contract and security agreement identified on
the Schedule of Receivables.  Any Receivable
transferred to a Trust hereunder shall be the sole
and exclusive property of such Trust, subject to the
rights of the Seller therein.

     "Receivables Cash Purchase Price" means
with respect to any Additional Receivable, an
amount equal to 100% of the Principal Balance of
such Additional Receivable (or 92% if such
Additional Receivable is Uninsured).

     "Record Date" means the last day of the
Collection Period preceding a Distribution Date or
termination of the Trust.

     "Recoveries" means all amounts received
(net of out-of-pocket costs of collection), other than
Risk Default Insurance Proceeds, with respect to
Defaulted Receivables and Liquidated Receivables.

     "Refunding Event" means the transfer of
remaining funds in the Funding Account, if any, to
the Certificate Account and distribution to the
Certificateholders on a pro rata basis, on the
Distribution Date immediately following the end of
the Funding Period, of such remaining funds in the
Funding Account in accordance with Section 5.06
hereof.

     "Required Deposit Rating" means a rating of
an institution which has either short-term deposits
of "P-1" by Moody's, or short-term deposits of
"A-1+" by S&P; and any requirement that deposits
have the "Required Deposit Rating" shall mean that
such deposits have the foregoing required ratings by
Moody's or S&P.

     "Reserve Fund" means the separate fund
established and maintained pursuant to the Amended
and Restated Master Trust Agreement outside of the
Trust.

     "Reserve Fund Draw" has the meaning
specified in the Amended and Restated Master Trust
Agreement. 

     "Reserve Fund Initial Deposit" shall be
determined separately for each Trust, shall be
specified in the corresponding Agreement, and shall
be equal to the present value of the "Term Note"
which is a permitted investment under Section
3.2(b) of the Amended and Restated Master Trust
Agreement, discounted at the Discount Rate.

     "Reserve Fund Property" has the meaning
specified in the Amended and Restated Master Trust
Agreement.

     "Reserve Requirement" means the greater of
(i) $1,000,000 and (ii) 5% of the aggregate
outstanding Principal Balance of the Receivables of
all Trusts which are outstanding as of the date of
determination.

     "Residual Interest" means the right of the
Seller to all distributions from, and assets of, the
Trust, after payment in full of the fees and expenses
of the Backup Servicer, the Servicer, the Contingent
Servicer, the Trustee and the Custodian and
payment in full of the Certificates upon termination
of this Agreement.

     "Retention Amount" means the insured's
deductible (initially equal to 10% of the aggregate
insured portion of the Amount Financed of the
Receivables) under the terms of the Risk Default
Policy as described therein. 

     "Risk Default Insurance Policy" or "Risk
Default Policy" means each insurance policy listed
on Exhibit I issued by the Risk Default Insurer,
which shall show Aegis Finance as named insured
and the Trustee as an additional insured or pool
certificate holder thereunder, including all
endorsements thereto, the original of which policy
and endorsements shall be delivered to the
Custodian on or prior to the Closing Date.

     "Risk Default Insurance Proceeds" means the
proceeds received by the Trustee, the Backup
Servicer, the Servicer, the insured or any other
Person under the Risk Default Policy, which
proceeds shall include allocations to principal and
interest as determined by the Servicer. 

     "Risk Default Insurer" means The
Connecticut Indemnity Company, its successors and
assigns, or Empire Fire & Marine Insurance Co., a
division of Zurich Insurance Company, its
successors and assigns.

     "Schedule of Receivables" means the list of
Receivables annexed to the Agreement as Appendix
A; provided that such Appendix A shall be deemed
to be amended on each Funding Date, if any, to add
Additional Receivables acquired by the Trust on
each such date pursuant to the Agreement.
Appendix A shall include an indication of any
Receivables that are Uninsured Receivables or
Nonconforming Insured Receivables.

     "Scheduled Payment" means the fixed
payment required to be made by the Obligor during
the respective Collection Period sufficient to fully
amortize the Principal Balance under the Simple
Interest Method over the term of the Receivable and
to provide interest at the applicable APR, including
any delinquent payment; provided, however, that
"Scheduled Payment" does not include
Miscellaneous Servicer Collections.

     "Securities Act" means the Securities Act of
1933, as amended.

     "Seller" means Aegis Auto Funding Corp.
IV, a Delaware corporation, as the seller of the
Receivables to the Trust under this Agreement, and
its successors (in the same capacity) pursuant to
Section 8.03.

     "Servicer" means Aegis Finance, as servicer
of the Receivables pursuant to the Servicing
Agreement or any other Eligible Servicer acting as
servicer pursuant to the Servicing Agreement in
accordance with Section 4.01, as the context may
require. 

     "Servicer Files" shall have the meaning set
forth in Section 3.03(b).

     "Servicing Agreement" means the Aegis
Finance Servicing Agreement or another servicing
agreement entered into by the Backup Servicer and
the Trustee with an Eligible Servicer which shall be
substantially in the form of the Aegis Finance
Servicing Agreement or such other form as shall be
approved by the Majority Certificateholders. 

     "Servicing Fee" means the fee payable to the
Servicer for services rendered during the respective
Collection Period, determined pursuant to the
Servicing Agreement.

     "Servicing Officer" means any officer of the
Servicer involved in, or responsible for, the
administration and servicing of Receivables whose
name appears on a list of servicing officers attached
to an Officer's Certificate furnished to the Trustee
by the Servicer, as such list may be amended from
time to time.

     "Simple Interest Method" means the method
of allocating a fixed level payment to principal and
interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the
product of the APR multiplied by the unpaid
principal balance multiplied by a fraction the
numerator of which is the number of days elapsed
since the preceding payment was made and the
denominator of which is 365.

     "Simple Interest Receivable" means any
Receivable under which the portion of a payment
allocable to interest and the portion allocable to
principal is determined in accordance with the
Simple Interest Method.

     "S&P" means Standard & Poor's Ratings
Services, a division of The McGraw-Hill
Companies, Inc., or any successors thereto.

     "SST" means System and Services
Technology, Inc., a Missouri corporation, its
successors and assigns.

     "State" means any state of the United States
of America, or the District of Columbia.

     "Subordinate Holder" means the Holder of
any Certificate that is subordinated in payment to
the Class A Certificates.

     "Substitute Receivable" means any
replacement Receivable substituted for another
Receivable in accordance with Section 3.02(b).

     "Total Available Distribution Amount"
means, for each Distribution Date, the sum of the
Available Interest Distribution Amount, the
Available Principal Distribution Amount and the
Miscellaneous Servicer Collections.

     "Transition Costs" means an amount
necessary to reimburse the successor to the
Servicer, the Trustee or the Backup Servicer, as the
case may be, for reasonable costs and expenses
incurred in connection with such transition(s).

     "Trust" means the Trust created by the
Agreement, the estate of which shall consist of the
Trust Property.

     "Trust Property" shall have the meaning set
forth in Article II of the Agreement.

     "Trustee" means the Person acting as
Trustee of the Trust under the Agreement, its
successor in interest and any successor trustee
pursuant to Section 11.10.

     "Trustee Fee" shall have the meaning set
forth in the Agreement.

     "Trustee Officer" means any vice president
or assistant vice president, any assistant secretary,
any trust officer or any other officer of the
Corporate Trust Department of the Trustee
customarily performing functions similar to those
performed by any of the above designated officers
and also means with respect to a particular
corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of
and familiarity with the particular subject.
 
     "Trustee's Certificate"  means a certificate
completed and executed by the Trustee by a Trustee
Officer pursuant to Section 11.02, substantially in
the form of, in the case of an assignment to the
Seller, Exhibit R.

     "UCC" means the Uniform Commercial
Code as in effect from time to time in the relevant
jurisdictions.
     
     "Underwriting Guidelines" means the
underwriting guidelines of Aegis Finance with
respect to each of its programs, as in effect at the
time of origination of each Receivable.

     "Uninsured Receivables" means Receivables
not covered by a Risk Default Insurance Policy.

     "Vendor's Single Interest Physical Damage
Insurance Policy" or "VSI Insurance Policy" means
the insurance policy listed on Exhibit J issued by
the VSI Insurer, including all endorsements thereto.

     "Voting Interests" means the portion of the
voting interests of all the Certificates that is
allocated to any Certificate for purposes of the
voting provisions of this Agreement.  Voting
Interests shall be allocated to the Class A and Class
B Certificates, respectively, in proportion to their
Class Certificate Balances.  Voting Interests
allocated to each Class of Certificates shall be
allocated among the Certificates within each such
class in proportion to their Certificate Balances. 
Where the Voting Interests are relevant in
determining whether the vote of the requisite
percentage of the Certificateholders necessary to
effect any consent, waiver, request or demand shall
have been obtained, the Voting Interests shall be
deemed to be reduced by the amount equal to the
Voting Interests (without giving effect to this
provision) represented by the interests evidenced by
any Certificate registered in the name of the
Servicer, Aegis Finance, the Seller or any Person
known to a Trustee Officer to be an Affiliate of any
such foregoing entities, unless such entity owns all
affected Certificates.  

     "VSI Insurer" means Guaranty National
Insurance Company.

     "Warehouse Facility"  means the Loan and
Security Agreement dated as of March 14, 1997
among Aegis Finance, III Finance Ltd and III
Global Ltd.

                 ARTICLE II

               INTERPRETATION

     Section 2.01.  Usage of Terms.  With
respect to all terms in these Standard Terms, the
singular includes the plural and the plural the
singular; words importing any gender include the
other genders; references to "writing" include
printing, typing, lithography and other means of
reproducing words in a visible form; references to
agreements and other contractual instruments
include all subsequent amendments thereto or
changes therein entered into in accordance with
their respective terms and not prohibited by these
Standard Terms; references to Persons include their
permitted successors and assigns; and the term
"including" means "including without limitation."

     Section 2.02.  Cutoff Date and Record
Date.  All references to the Record Date prior to
the first Record Date in the life of the Trust shall be
to the Closing Date.

     Section 2.03.  Section References.  Unless
otherwise indicated, all section references shall be
to Sections in these Standard Terms.


                 ARTICLE III

               THE RECEIVABLES

     Section 3.01.  Representations and
Warranties of Seller.

          (a)  The Seller makes the
     following representations and warranties as
     to the Receivables on which the Trustee
     relies in accepting the Receivables in trust
     on the Closing Date and each Funding Date
     and executing and authenticating the
     Certificates on the Closing Date.  Such
     representations and warranties speak as of
     the Closing Date with respect to the Initial
     Receivables and as of the related Funding
     Date with respect to Additional Receivables
     to be acquired on such date, but shall
     survive the sale, transfer and assignment of
     the Receivables to the Trustee.

             (i)    Characteristics of
         Receivables.  Each Receivable (A)
         has been originated in the United
         States of America by Aegis Finance
         or a Dealer for the retail sale of a
         Financed Vehicle in the ordinary
         course of Aegis Finance's or such
         Dealer's business, has been fully and
         properly executed by the parties
         thereto, and, if originated by a
         Dealer, has been purchased by Aegis
         Finance in the ordinary course of
         business from such Dealer or has
         been financed for such Dealer under
         an existing agreement with Aegis
         Finance, (B) has created a valid,
         subsisting and enforceable first
         priority security interest in favor of
         Aegis Finance or the Dealer in the
         Financed Vehicle, which security
         interest, (1) if in favor of the Dealer,
         has been assigned by the Dealer to
         Aegis Finance, (2) in either case has
         been duly assigned by Aegis Finance
         to the Seller, and (3) has been
         assigned by the Seller to the Trustee,
         (C) is covered by the VSI Insurance
         Policy and, except as identified on
         the Schedule of Receivables, the Risk
         Default Insurance Policy, (D)
         contains customary and enforceable
         provisions such that the rights and
         remedies of the holder thereof are
         adequate for realization against the
         collateral of the benefits of the
         security and (E) provides for level
         monthly payments (provided that the
         payment in the first or last month in
         the life of the Receivable may be
         different from the level payment) that
         fully amortize the Amount Financed
         over an original term of no greater
         than 60 months and yield interest at
         the Annual Percentage Rate.

            (ii)    Compliance
         With Law.  Each Receivable
         and the sale of each Financed
         Vehicle (A) complied at the
         time it was originated or
         made and at the Closing Date
         or the applicable Funding
         Date, as the case may be,
         complies in all material
         respects with all requirements
         of applicable federal, State
         and local laws and regulations
         thereunder, including,
         without limitation, usury
         laws, the Federal
         Truth-in-Lending Act, the
         Equal Credit
         Opportunity Act, the
         Fair Credit Reporting
         Act, the Fair Debt
         Collection Practices
         Act, the Federal Trade
         Commission Act, the
         Magnuson-Moss
         Warranty Act, the
         Federal Reserve
         Board's Regulations B
         and Z, State
         adaptations of the
         National Consumer
         Act and of the
         Uniform Consumer
         Credit Code, and
         other consumer credit
         laws and equal credit
         opportunity and
         disclosure laws and
         (B) does not
         contravene any
         applicable contracts to
         which Aegis Finance
         is a party and no party
         to such contract is in
         violation of any
         applicable law, rule or
         regulation which is
         material to the
         Receivable or the sale
         of the Financed
         Vehicle.

           (iii)    Binding Obligation. 
         Each Receivable represents the
         genuine, legal, valid and binding
         payment obligation in writing of the
         Obligor, enforceable by the holder
         thereof in accordance with its terms. 
         Each Receivable is denominated and
         payable solely in U.S. dollars.

            (iv)    No Government
         Obligor or Affiliate.  None of the
         Receivables is due from the United
         States of America or any State or
         local government or from any
         agency, department or
         instrumentality of the United States
         of America or any State or local
         government nor from any Affiliate of
         Aegis Finance or the Seller.

             (v)    Security Interest in
         Financed Vehicle.  Immediately prior
         to the assignment and transfer
         thereof, each Receivable is secured
         by a validly perfected first priority
         security interest in the related
         Financed Vehicle in favor of the
         Seller as secured party or all
         necessary and appropriate actions
         have been commenced that would
         result in the valid perfection of a
         first priority security interest in the
         Financed Vehicle in favor of the
         Seller as the secured party.  The
         Seller has caused each certificate of
         title (or copy of an application for
         title), or such other document
         delivered by the state title
         registration agency evidencing the
         security interest in each Financed
         Vehicle, to be delivered to the
         Custodian pursuant to Section 3.03
         hereof, together with a power of
         attorney, duly executed by Aegis
         Finance in favor of the Trustee,
         which powers of attorney are
         sufficient to change the lien holder
         on the certificate of title with respect
         to a Financed Vehicle.

            (vi)    Receivables in Force. 
         No Receivable has been satisfied,
         subordinated or rescinded, nor has
         any Financed Vehicle been released
         from the lien granted by the related
         Receivable in whole or in part.

           (vii)    No Waiver.  No
         provision of a Receivable has been
         waived, impaired, altered or
         modified in any respect except in
         accordance with the Servicing
         Agreement, the substance of which is
         reflected in the Schedule of
         Receivables contained in the
         Purchase Agreement as it relates to
         the information included thereon.

          (viii)    No Amendments.  No
         Receivable has been amended such
         that either the original Scheduled
         Payment has been decreased or the
         number of originally scheduled due
         dates has been increased except as
         permitted under the terms of the Risk
         Default Policy covering such
         Receivable.

            (ix)    No Defenses.  No
         right of rescission, setoff,
         recoupment, counterclaim or defense
         has been asserted or threatened with
         respect to any Receivable.

             (x)    No Liens.  No Liens
         or claims have been filed for work,
         labor or materials relating to a
         Financed Vehicle that are Liens prior
         to, or equal or coordinate with, the
         security interest in the Financed
         Vehicle granted by the Obligor
         pursuant to the Receivable.

            (xi)    No Default.  Except
         for payment delinquencies continuing
         for a period of not more than fifty-
         nine days as of the applicable Cutoff
         Date for any Receivable, no default,
         breach, violation or event permitting
         acceleration under the terms of any
         Receivable has occurred; and no
         continuing condition that with notice
         or the lapse of time would constitute
         a default, breach, violation or event
         permitting acceleration under the
         terms of any such Receivable has
         arisen; and the Seller has not waived
         any of the foregoing.  As of the date
         hereof and as of each Funding Date,
         the Seller has no knowledge of any
         facts regarding any particular
         Receivable indicating that such
         Receivable would not be paid in full.

           (xii)    Insurance.   Each
         Receivable is covered, as of the
         Closing Date or Funding Date when
         acquired, as the case may be, and
         throughout the shorter of the term of
         the Trust or the term of the
         Receivable, under the VSI Insurance
         Policy and, except as indicated on
         the Schedule of Receivables, under
         the Risk Default Insurance Policy,
         and each such insurance policy is
         valid and remains in full force and
         effect.  No more than one fifth of
         one percent of the Receivables are
         not covered by a Risk Default
         Insurance Policy.  Aegis Finance, in
         accordance with its customary
         procedures, has required that each
         Obligor obtain, and has determined
         that each Obligor has obtained,
         physical damage insurance covering
         the Financed Vehicle as of the date
         of execution of the Receivable
         insuring repair or replacement of
         such Financed Vehicle subject to a
         deductible not in excess of $500. 

          (xiii)    Title.  It is the
         intention of the Seller that the
         transfer and assignment of the
         Receivables from the Seller to the
         Trust herein contemplated be treated
         as an absolute sale for financial
         accounting purposes, and that the
         beneficial interest in and title to the
         Receivables not be part of the
         property of the Seller for any
         purpose under state or federal law. 
         No Receivable has been sold,
         transferred, assigned or pledged by
         the Seller to any Person other than
         the Trustee.  Immediately prior to
         the transfer and assignment herein
         contemplated, the Seller had good
         and marketable title to each
         Receivable free and clear of all Liens
         and rights of others and, immediately
         upon the transfer thereof, the Trustee
         for the benefit of the
         Certificateholders will have good and
         marketable title to each Receivable,
         free and clear of all Liens and rights
         of others; and the transfer has been
         validly perfected under the UCC.

           (xiv)    Lawful Assignment. 
         No Receivable has been originated
         in, or is subject to the laws of, any
         jurisdiction under which the pledge,
         transfer and assignment of such
         Receivable under this Agreement or
         pursuant to transfers of the
         Certificates is or shall be unlawful,
         void or voidable.

            (xv)    All Filings Made.  All
         filings (including, without limitation,
         UCC filings) necessary in any
         jurisdiction to give the Trustee a first
         perfected ownership interest in the
         Receivables have been made.

           (xvi)    One Original.  There
         is only one original executed copy of
         each Receivable.

          (xvii)    Maturity of
         Receivables.   Each Receivable has
         an original term to maturity of not
         more than 60 months and, as of each
         Cutoff Date, each Receivable has a
         remaining maturity of 60 months or
         less. 

         (xviii)    Monthly Payments. 
         Each Receivable provides for level
         monthly payments (provided that the
         payment in the first or last month in
         the life of the Receivable may be
         minimally different from such level
         payment) which fully amortize the
         amount financed over the original
         term; provided, however, that the
         Risk Default Policies provide that
         loan extensions will be allowed,
         subject to a total number of
         extensions of no more than one
         extension for each twelve (12) month
         period or fraction thereof in the
         Receivable's term.

           (xix)    [Reserved] 

            (xx)    Financing.  Each
         Receivable represents a Simple
         Interest Receivable.

           (xxi)    Bankruptcy
         Proceeding.  Except with respect to
         the 1997-1 Trust,  no Obligor as of
         the respective Cutoff Date is noted in
         Aegis Finance's or the Seller's
         records as the subject of a
         bankruptcy proceeding.  With respect
         to the 1997-1 Trust, no Receivable as
         of the Cutoff Date is noted in Aegis
         Finance's or the Seller's records as a
         discharged debt under a bankruptcy
         proceeding.

          (xxii)    Chattel Paper, Valid
         and Binding.  Each Receivable
         constitutes "chattel paper" under the
         UCC, and is the legal, valid and
         binding obligation of the Obligor
         thereunder in accordance with the
         terms thereof.

         (xxiii)    [Reserved]

          (xxiv)    [Reserved] 

           (xxv)    No Future Advances. 
         The full principal amount of each
         Receivable has been advanced to
         each Obligor or advanced in
         accordance with the directions of
         each such Obligor, and there is no
         requirement for future advances
         thereunder.  The Obligor with
         respect to the Receivable does not
         have any options under such
         Receivable to borrow from any
         person additional funds secured by
         the Financed Vehicle.  Each
         Receivable as of the Closing Date
         and each related Funding Date is
         secured by the related Financed
         Vehicle.

          (xxvi)    Underwriting
         Guidelines.  Except for Uninsured
         Receivables constituting no more
         than one-fifth of 1% of the aggregate
         initial Principal Balance, and
         Nonconforming Insured Receivables
         constituting no more than 1% of the
         aggregate initial Principal Balance,
         each Receivable has been originated
         in accordance with the applicable
         Underwriting Guidelines of Aegis
         Finance in effect at the time of
         origination and in accordance with
         underwriting guidelines acceptable to
         the Risk Default Insurer.
  
         (xxvii)    Financed Vehicle in
         Good Repair.  To the best of the
         Seller's knowledge, each Financed
         Vehicle is in good repair and
         working order.

            (xxviii)     Principal Balance. 
         No Receivable has a Principal
         Balance which includes capitalized
         interest, physical damage insurance
         or late charges.  The maximum
         principal balance of any Receivable
         does not exceed $40,000, or such 
         lesser maximum principal balance as
         is permitted under the Underwriting
         Guidelines.

          (xxix)    Servicing.  At the
         applicable Cutoff Date, each
         Receivable was being serviced by the
         Servicer.

           (xxx)    Eligible Loan.  Each
         Receivable covered by a Risk Default
         Insurance Policy constitutes an
         "Instrument" or "Insured Security
         Agreement" and each Financed
         Vehicle constitutes "Eligible
         Collateral" as defined in and for
         purposes of the Risk Default
         Insurance Policy.  Neither the
         insured under the Risk Default
         Insurance Policy nor any Person
         acting on behalf of such insured has
         concealed or misrepresented any
         material facts or circumstances
         regarding any matter that would
         serve as a basis for the Risk Default
         Insurer to void the Risk Default
         Insurance Policy.

          (xxxi)    Original Principal
         Amount.   The original principal
         amount of each Receivable with
         respect to which a credit application
         was received by Aegis Finance prior
         to January 15, 1997 and which was
         (A) originated under the original
         "Zero Down" and the "Reduced
         Income" programs, was not more
         than (1) in the case of new Financed
         Vehicles, the lower of (x) 105% of
         the manufacturer's suggested retail
         price plus rebatable premiums on
         cancelable items and (y) 120% of the
         manufacturer's suggested retail price
         or (2) in the case of used Financed
         Vehicles, the lower of (x) 105% of
         the retail value of the Financed
         Vehicle at the time of origination of
         the Receivable as set forth in the
         Kelley "Blue Book" for the
         appropriate region plus rebatable
         premiums on cancelable items and
         (y) 120% of such Kelley "Blue
         Book" retail value; (B) originated
         under the "First Time Buyer"
         program, was not more than (1) in
         the case of new Financed Vehicles,
         95% of the manufacturer's suggested
         retail price plus rebatable premiums
         on cancelable items of up to 15% of
         the manufacturer's suggested retail
         price or (2) in the case of used
         Financed Vehicles, 95% of the retail
         value of the Financed Vehicle at the
         time of origination of the Receivable
         as set forth in the Kelley "Blue
         Book" for the appropriate region plus
         rebatable premiums on cancelable
         items of up 15% of the
         manufacturer's suggested retail price
         and (C) originated under the
         "Military Program" was not more
         than 105% of the manufacturer's
         suggested retail price or, in the case
         of used Financed Vehicles, 105% of
         the Kelley "Blue Book" retail value. 
         Calculations made with respect to the
         percentages referenced above are
         rounded to the nearest whole
         percentage point.  The original
         principal amount of each Receivable
         with respect to which a credit
         application was received by Aegis
         Finance after January 15, 1997
         which was (A) originated under the
         original "Zero Down" program, was
         not more than (1) in the case of new
         Financed Vehicles (other than
         Hyundai automobiles), 100% of the
         manufacturer's suggested retail price
         (not to exceed $20,000) plus taxes,
         title and other fees and premiums for
         approved service contracts or (2) in
         the case of used Financed Vehicles
         (other than Hyundai automobiles),
         100% of the retail value of the
         Financed Vehicle at the time of
         origination of the Receivable as set
         forth in the Kelley "Blue Book" for
         the appropriate region (not to exceed
         $20,000) plus taxes, title and other
         fees and premiums for approved
         service contracts; (B) originated
         under the "Reduced Income"
         program and with respect to all
         Hyundai automobiles, was not more
         than (1) in the case of new Financed
         Vehicles, 85% of the manufacturer's
         suggested retail price plus  taxes,
         title and other fees and premiums for
         approved service contracts or (2) in
         the case of used Financed Vehicles,
         85% of the retail value of the
         Financed Vehicle at the time of
         origination of the Receivable as set
         forth in the Kelley "Blue Book" for
         the appropriate region plus taxes,
         title and other fees and premiums for
         approved service contracts; provided
         that, in any such case, if any such
         amount is higher than that approved
         by the Risk Default Insurer, each
         Receivable will be limited in amount
         to that permitted by the Risk Default
         Insurer for coverage under the Risk
         Default Insurance Policy.  


         (xxxii)    No Proceedings. 
         There are no proceedings or
         investigations pending or, to the best
         knowledge of the Seller, threatened
         before any court, regulatory body,
         administrative agency or other
         governmental instrumentality having
         jurisdiction over the Seller or its
         respective properties:  (A) asserting
         the invalidity of any of the
         Receivables; (B) seeking to prevent
         the enforcement of any of the
         Receivables; or (C) seeking any
         determination or ruling that might
         materially and adversely affect the
         payment on or enforceability of any
         Receivable.

            (xxxiii)     Licensing.  With
         respect to each Receivable originated
         in the State of Pennsylvania, the
         Trust, the Seller, Aegis Finance and
         each prior holder of any such
         Receivable were each properly
         licensed under applicable
         Pennsylvania laws and regulations
         during the respective times the Trust,
         the Seller, Aegis Finance and each
         prior holder of any such Receivable
         held such Receivable, except where
         the failure to be so licensed would
         not have a material adverse effect on
         the ability of the Trust to collect
         principal or interest payments on
         such Receivable or to realize upon
         the Financed Vehicle underlying any
         such Receivable in accordance with
         the terms thereof. 

         (xxxiv)    Additional
         Receivables.  Each Additional
         Receivable shall have been identified
         and approved by Aegis Finance on or
         prior to the Closing Date, as
         evidenced by Aegis Finance's dated
         notation of approval on the loan
         application (or other writing).

         (b)    The Seller makes the following
     additional representations, warranties and
     covenants on which the Trustee relies in
     accepting the Receivables in trust on the
     Closing Date and each Funding Date and
     executing and authenticating the Certificates
     on the Closing Date, which representations,
     warranties and covenants shall survive the
     Closing Date and each Funding Date.

               
         (i)   Location of Servicer Files.  The Servicer
         Files are kept at  the location or locations listed in
         Exhibit E hereto, with the exception of (A) the
         original certificates of title or other documents
         under applicable state laws evidencing the security
         interest of Aegis Finance in the Financed Vehicles,
         and (B) the original Receivables, which documents
         shall be kept at an office of the Custodian.

               (ii) Evidence of Security
         Interest.  On the Closing Date (in the
         case of the Initial Receivables) and
         the applicable Funding Date (in the
         case of each Additional Receivable),
         the Seller shall deliver or cause to be
         delivered to the Custodian (A) an
         original certificate of title or (B) if
         the applicable state title registration
         agency does not deliver certificates
         of title to lienholders, such other
         document under applicable state laws
         evidencing the security interest of
         Aegis Finance in the Financed
         Vehicle,  or (C) a guarantee of title
         or a copy of an application for title if
         no certificate of title or other
         evidence of the security interest in
         the Financed Vehicle has yet been
         issued, for each Financed Vehicle
         relating to each Receivable sold,
         transferred, assigned and conveyed
         hereunder; provided, however, that
         any original certificate of title or
         other document under applicable law
         evidencing the security interest of
         Aegis Finance in the Financed
         Vehicle not so delivered on the
         Closing Date or Funding Date, as the
         case may be, due to the fact that
         such certificate of title or other
         document has not yet been issued by
         a state title registration agency and
         delivered to the Seller as of such
         date, shall be delivered by the Seller
         to the Custodian within one hundred
         twenty (120) days after the Closing
         Date or the applicable Funding Date,
         as the case may be, or such later
         date permitted in accordance with
         Section 3.03(a); provided, further,
         that failure to so deliver any original
         certificate of title or other document
         evidencing the security interest of
         Aegis Finance in the Financed
         Vehicle to the Trustee shall be
         deemed to be a breach by the Seller
         of its representations and warranties
         contained in this Section 3.01, and
         such occurrence shall constitute a
         breach pursuant to Section 3.02.

          Section 3.02.  Repurchase or
     Substitution Upon Breach.

          (a)   The Seller, the Backup
     Servicer or the Trustee, as the case may be,
     shall inform the other parties to this
     Agreement and each Certificateholder
     promptly, in writing, upon its discovery of
     (i) any breach of the Seller's representations
     and warranties made pursuant to Section
     3.01(a), or of Aegis Finance's
     representations and warranties made
     pursuant to Section 3.01(b) of the Purchase
     Agreement, or (ii) the failure of the Seller to
     deliver original certificates of title or other
     documents evidencing the security interest of
     Aegis Finance in the Financed Vehicle
     pursuant to Section 3.01(b) and 3.03. 
     Neither the Backup Servicer nor the Trustee
     has any duty to investigate or determine the
     existence of any breach or non-delivery
     except as specified herein.  Unless (i) the
     breach shall have been cured by the thirtieth
     day following the discovery thereof by the
     Trustee or receipt by the Trustee of notice
     from the Seller, the Servicer or the Backup
     Servicer of such breach, or (ii) the non-
     delivery shall have been cured by the
     seventh Business Day following receipt by
     an officer of the Seller of notice from the
     Trustee by certified mail, the Seller shall
     repurchase each Receivable (x) to which
     such breach relates by the fifth Business
     Day following such 30 day cure period or
     (y) relating to the non-delivery by the fifth
     Business Day following such seven day cure
     period.  Concurrently therewith, the Seller
     shall cause Aegis Finance to repurchase such
     Receivable pursuant to the Purchase
     Agreement for the Purchase Amount.  In
     consideration of the purchase of the
     Receivable, the Seller shall remit or cause
     Aegis Finance to remit the Purchase Amount
     to the Trustee for application in the manner
     specified in Section 5.05.  For purposes of
     this Section 3.02, the Purchase Amount of a
     Receivable which is not consistent with the
     warranty pursuant to Section 3.01(a)(i)(E)
     shall include such additional amount as shall
     be necessary to provide the full amount of
     principal and interest as contemplated
     therein.

          (b)  The foregoing
     notwithstanding, the Seller shall also have
     the option of substituting, within the five
     Business Day period following the
     applicable cure period, one or more
     replacement Receivables conforming to the
     requirements hereof (a "Substitute
     Receivable") for any breach or failing
     Receivable instead of repurchasing such
     Receivable, provided any such substitution
     occurs within ninety (90) days of the
     Closing Date.  It shall be a condition of any
     such substitution that (i) the outstanding
     Principal Balance of the Substitute
     Receivables as of the date of substitution
     shall be less than or equal to the outstanding
     Principal Balance of the replaced Receivable
     as of the date of substitution; provided that
     an amount equal to the difference, if any,
     between the outstanding Principal Balance of
     the replaced Receivable and the outstanding
     Principal Balance of the Substitute
     Receivable shall be deposited into the
     Collection Account and shall be applied to
     repay the outstanding Principal Balance of
     the Certificates on the next Distribution
     Date; (ii) the remaining term to maturity of
     the Substitute Receivable shall not be greater
     than that of the replaced Receivable; (iii) the
     APR on the Substitute Receivable is not less
     than the APR on the replaced Receivable;
     (iv) the Cutoff Date with respect to the
     Substitute Receivable shall be deemed to be
     the first day of the month in which the
     substitution occurs; (v) the Substitute
     Receivable otherwise shall satisfy the
     conditions of Section 3.01(a) and (b) hereof
     (and the Seller shall be deemed to make all
     representations and warranties contained in
     Sections 3.01(a) and (b) hereof with respect
     to the Substitute Receivable as of the date of
     substitution); and (vi) the Seller shall have
     delivered to the Purchaser and the Trustee
     all of the documents specified in Section
     3.03(a) or 3.08(b) hereof with respect to the
     Substitute Receivable on or before the date
     of substitution.

          (c)  The sole remedy of the
     Trustee, the Trust or the Certificateholders
     with respect to a breach of representations
     and warranties of the Seller pursuant to
     Section 3.01(a), or a breach of
     representations and warranties of Aegis
     Finance pursuant to Section 3.01(b) of the
     Purchase Agreement, or non-delivery of
     certificates of title pursuant to Section
     3.01(b) and 3.03, shall be to require the
     Seller to repurchase or substitute for the
     Receivables pursuant to this Section 3.02
     and to enforce Aegis Finance's obligation to
     repurchase such Receivables pursuant to the
     Purchase Agreement.

     Section 3.03.  Custody of Documents.

          (a)  To assure uniform quality in
     servicing the Receivables, to reduce
     administrative costs and to perfect the
     security interest conveyed by the Seller to
     the Trustee and the Trust pursuant to this
     Agreement in the Trust Property, the
     Trustee, upon the execution and delivery of
     this Agreement, is hereby irrevocably
     appointed as Custodian of the following
     documents or instruments, which shall be
     delivered to the Custodian with respect to
     each Receivable within 10 days after the
     Closing Date or applicable Funding Date:

             (i)    The original of the
         Receivable and any amendments
         thereto;

            (ii)    The original certificate
         of title or, if the applicable state title
         registration agency does not issue
         certificates of title to lienholders,
         such other document under
         applicable state laws evidencing the
         security interest of Aegis Finance in
         the Financed Vehicle, or a guarantee
         of title or a copy of an application
         for title if a certificate of title or
         other document evidencing the
         security interest in the Financed
         Vehicle has not yet been issued; and


           (iii)    Such other documents
         as may be in existence evidencing the
         security interest of Aegis Finance in
         the Financed Vehicle; provided,
         however, that the Trustee has no
         obligation to determine the existence
         or necessity for such other
         documents.


         Items (a)(i), (ii) and (iii) shall be
     referred to collectively as the "Custodian
     Files."

         The Custodian shall review the
     Custodian Files (A) within 30 days after the
     Closing Date (or 30 days after the end of
     the Funding Period, if applicable) to verify
     that all guarantees of title and all
     applications for title have been replaced by
     either an original certificate of title or other
     documents delivered by a state title
     registration agency evidencing the security
     interest of Aegis Finance in the Financed
     Vehicle, and (B) within 30 days after the
     Closing Date and each Funding Date,
     whichever is applicable with respect to each
     Receivable, to verify that an original
     installment sale contract is present for each
     Receivable and that each Receivable is
     covered by an endorsement to the Risk
     Default Policy confirming insurance
     thereunder.  The Custodian shall
     immediately deliver written notice by
     certified mail to the Seller and Aegis
     Finance if any such document is missing or
     has not been delivered to the Custodian. 
     With respect to Receivables for which the
     original certificates of title or other
     documents evidencing the security interest of
     Aegis Finance in the Financed Vehicle have
     not been delivered within 30 days after the
     Closing Date (or within 30 days after the
     end of the Funding Period if applicable), the
     Custodian shall review the related Custodian
     Files every thirty days thereafter to
     determine whether or not such documents
     have been delivered, and shall promptly
     notify the Seller in writing, on a monthly
     basis, of any such documents which have
     not been delivered as of the date of such
     notice.  The Custodian shall deliver written
     notice to the Certificateholders if any
     original certificate of title or other document
     evidencing the security interest of Aegis
     Finance in the Finance Vehicle has not been
     delivered to the Custodian within 120 days
     after the Closing Date (or within 120 days
     after the end of the Funding Period if
     applicable).  Such notice shall confirm
     whether or not a guaranty of title or an
     application for title has been delivered to the
     Custodian with respect to the related
     Receivable.

           With respect to Receivables for
     which the original retail installment sale
     contract has not been delivered to the
     Custodian in accordance with this Section
     3.03(a), the Seller shall cause Aegis Finance
     to deliver the missing documents within
     seven (7) Business Days of receipt of such
     notice or repurchase such Receivables
     pursuant to Section 3.02 hereof.  With
     respect to Receivables for which original
     certificates of title or other documents
     evidencing the security interest of Aegis
     Finance in the Financed of the Vehicle have
     not been delivered to the Custodian within
     120 days after the Closing Date (or within
     120 after the Funding Period if applicable),
     the Seller shall cause Aegis Finance to
     deliver such within 120 days thereafter (i.e.,
     within 240 days after the Closing Date or
     the end of the Funding Period, as
     applicable) or repurchase the Receivables
     pursuant to Section 3.02 hereof.  Other than
     the reviews set forth in this paragraph, the
     Custodian shall have no duty or obligation
     to review any of the Custodian Files.

         (b)  The Seller shall deliver to the
     Servicer for custody pursuant to the
     Servicing Agreement the documents and
     instruments described in Paragraph III.B.3.
     of the Servicing Agreement (collectively, the
     "Servicer Files").

         (c)  The Custodian agrees to
     maintain the Custodian Files at the offices of
     the Custodian as shall from time to time be
     identified to the Trustee by written notice. 
     Subject to the foregoing, the Trustee may
     temporarily move individual Custodian Files
     or any portion thereof without notice as
     necessary to conduct collection and other
     servicing activities in accordance with its
     customary practices and procedures.

         The Custodian shall have and
     perform the following powers and duties:

             (i)    hold the Custodian
         Files for the benefit of all present
         and future Certificateholders,
         maintain accurate records pertaining
         to each Receivable to enable it to
         comply with the terms and conditions
         of this Agreement and maintain a
         current inventory thereof;

            (ii)    carry out such policies
         and procedures in accordance with its
         customary actions with respect to the
         handling and custody of the
         Custodian Files so that the integrity
         and physical possession of the
         Custodian Files will be maintained;
         and

           (iii)    promptly release the
         original certificate of title to the
         Servicer upon receipt of a written
         request for release of documents
         certified by an officer of the
         Servicer, substantially in the form of
         Schedule C to the Servicing
         Agreement, with respect to the
         matters therein.

         (d)  Except with respect to the
     1997-1 Trust, within 30 days of the Closing
     Date (or the applicable Funding Date, if
     any), the Custodian shall stamp the
     Receivables to indicate their sale to the
     Seller and their subsequent transfer and
     assignment to the Trust.  The Seller shall
     provide to the Custodian the applicable
     stamp at or prior to the time the Custodian
     Files are delivered to the Custodian. 

     Section 3.04.  Duties of Custodian.

         (a)  Safekeeping.  The Trustee, as
     Custodian, shall hold the original
     Receivables and original certificates of title
     at the Corporate Trust Office, for the use
     and benefit of all present and future
     Certificateholders.  In performing its duties
     the Custodian will comply with all
     applicable state and federal laws and will
     exercise that degree of skill and care
     consistent with the same degree of skill and
     care that the Custodian exercises with
     respect to similar motor vehicle loans held
     by the Custodian and that is consistent with
     prudent industry standards, and will apply in
     performing such duties and obligations,
     those standards, policies and procedures
     consistent with the same standards, policies
     and procedures the Custodian applies with
     respect to similar motor vehicle loans or
     motor vehicle retail installment sale
     contracts which the Custodian serves as
     custodian or in a similar capacity.

         (b)  Maintenance of and Access to
     Records.  Subject to Section 3.03(c), the
     Custodian shall maintain the Custodian Files
     at the Corporate Trust Office or at such
     other office as shall be specified to the
     Trustee by written notice not later than 90
     days after any change in location.  The
     Custodian shall make available to the
     Servicer and the Certificateholders or their
     duly authorized representatives, attorneys or
     auditors a list of locations of the Custodian
     Files, and the related accounts, records and
     computer systems maintained by Custodian
     at such times as the Servicer or the Majority
     Certificateholders shall instruct.

         (c)  Release of Documents.  In
     addition to releasing certificates of title
     pursuant to Section 3.03(c)(iii) upon receipt
     of written instructions from the Servicer in
     the form of Schedule C to the Servicing
     Agreement, the Custodian shall release any
     Custodian File to the Servicer, the
     Servicer's agent or the Servicer's designee,
     as the case may be, at such place or places
     as the Servicer may designate, as soon as
     practicable.

     Section 3.05.  Instructions; Authority to
Act.  The Custodian shall be deemed to have
received proper instructions with respect to the
Custodian Files upon its receipt of written
instructions from the Servicer in the form of
Schedule C to the Servicing Agreement.

     Section 3.06.  Custodian Fees;
Indemnification.  

         (a)  In consideration for services
     rendered as Custodian, the Custodian shall
     be paid the Custodian Fees.  

         (b)  The Seller shall indemnify the
     Custodian for any and all liabilities,
     obligations, losses, compensatory damages,
     payments, costs or expenses of any kind
     whatsoever, including reasonable fees and
     expenses of counsel, that may be imposed
     on, incurred or asserted against the
     Custodian as the result of any improper act
     or omission by the Seller or alleged
     improper act or omission by the Seller in
     any way relating to the maintenance and
     custody by the Custodian of the Custodian
     Files; provided, however, that the Seller
     shall not be liable for any portion of any
     such amount resulting from the willful
     misfeasance, bad faith or negligence of the
     Custodian.

     Section 3.07.  Effective Period and
Termination.  The Trustee's appointment as
Custodian shall become effective as of the Closing
Date and shall continue in full force and effect until
the Trustee resigns or is removed pursuant to
Section 11.09.  As soon as practicable after any
termination of such appointment, the Custodian
shall deliver the original documents identified in
Section 3.03 to the successor Custodian at such
place or places as the successor Custodian may
reasonably designate.

     Section 3.08.  Funding Events.

         (a)  A funding event (each a
     "Funding Event") shall occur upon a
     Funding Date and in accordance with the
     requirements of this Section 3.08.

         (b)  During the Funding Period,
     the Seller shall, on Funding Dates, acquire
     Additional Receivables at the Receivables
     Cash Purchase Price from Aegis Finance
     pursuant to the Purchase Agreement with
     moneys deposited in the Funding Account
     on the Closing Date.

         The Seller shall transfer to the
     Trustee the Additional Receivables and the
     other property and rights related thereto
     described in Section 2.01(b) only upon
     satisfaction of each of the following
     conditions on or prior to the related Funding
     Date: 

             (i)    On or before the
         related Cutoff Date immediately
         preceding any Funding Date for the
         Additional Receivables, the Seller
         will review, package and forward to
         the Trustee for receipt by not less
         than two Business Days prior to the
         Funding Date (each, a "Delivery
         Date"), the following documents
         related to such Additional
         Receivables:

                    (A)  Original retail
                         installment
                         sales contracts
                         evidencing
                         such
                         Receivables
                         and any
                         amendments
                         thereto;  

                    (B)  Original
                         certificates of
                         title, or copies
                         of dealer
                         blanket
                         guarantees of
                         title, or
                         applications
                         for title to the
                         related
                         Financed
                         Vehicles;

                    (C)  With respect
                         to Receivables
                         covered by a
                         Risk Default
                         Insurance
                         Policy, an
                         endorsement
                         to the Risk
                         Default
                         Insurance
                         Policy
                         confirming
                         insurance
                         regarding each
                         Receivable to
                         be purchased
                         on such
                         Funding Date
                         (as specified
                         on a master
                         list of
                         Receivables
                         annexed to
                         such
                         endorsement); 

                    (D)  A list of
                         Receivables
                         being
                         purchased on
                         such Funding
                         Date in
                         electronic
                         format
                         satisfactory to
                         the Trustee;
                         and

                    (E)  A notice that
                         the Funding
                         Date will
                         occur on the
                         Friday
                         immediately
                         following the
                         Delivery Date
                         (or such other
                         day as
                         specified in
                         such notice).

            (ii)    By the Delivery Date,
          the Seller shall deliver, or cause to
          be delivered, to the Trustee (with a
          copy to Seller's counsel), fully
          executed documents as follows:
     
                    (A)  Supplemental
                         Conveyance
                         (in the form of
                         Exhibit A to
                         the Purchase
                         Agreement)
                         with Schedule
                         A attached
                         listing all
                         Receivables to
                         be sold on
                         such Funding
                         Date;

                    (B)  Assignment
                         (in the form of
                         Exhibit P
                         hereto) with
                         Schedule A
                         attached listing
                         all Receivables
                         to be sold on
                         such Funding
                         Date;

                    (C)  Notice of
                         funding (in the
                         form of
                         Exhibit N
                         hereto)(the
                         "Notice of
                         Funding");

                    (D)  Officer's
                         Certificate (in
                         the form of
                         Exhibit O
                         hereto); and

                    (E)  Power of
                         Attorney by
                         the Seller in
                         favor of the
                         Trust
                         reflecting the
                         Additional
                         Receivables.

           (iii)    On the Delivery Date,
          the Trustee will acknowledge receipt
          of a written certification of the Seller
          of the presence of the documents
          listed in Sections 3.08(b)(i) and (ii)
          above by sending notice, via
          telecopy, to Seller and Seller's
          counsel.  The Trustee shall not be
          responsible for the accuracy of such
          documents.  Only those Receivables
          for which the documents listed in
          Sections 3.08(b)(i) and (ii) are
          delivered to the Trustee on the
          Delivery Date will be included in the
          Funding Event.  

            (iv)    Upon satisfaction of
          the above requirements with respect
          to events to occur on or before the
          Funding Date, the Trustee will on
          the Funding Date withdraw funds
          from the Funding Account to pay to
          the Seller or its designee with respect
          to Additional Receivables acquired
          on such Funding Date, in cash by
          federal wire transfer funds, an
          amount equal to the Receivables
          Cash Purchase Price, all pursuant to
          the written directions provided to the
          Trustee in the Notice of Funding.

             (v)    The Trustee shall
          review the documents delivered to it
          in connection with any Funding
          Event within 20 Business Days after
          the initial Funding Date and within 5
          Business Days after each subsequent
          Funding Date (or within such greater
          number of Business Days required to
          review such documents at a rate of
          1500 files per Business Day) to
          verify the presence of the documents
          listed in Sections 3.08(b)(i) and
          3.08(b)(ii) for each Additional
          Receivable.  The Trustee shall
          immediately deliver written notice by
          certified mail to the Seller, Aegis
          Finance and each Certificateholder,
          if any of such documents is missing. 
          The Seller shall cause Aegis Finance
          to deliver to the Trustee the missing
          items within 3 Business Days of
          receipt of such notice.

          (c)  If the Seller does not provide
     written notice to the Trustee of its intent to
     acquire Additional Receivables pursuant to
     this Section 3.08 prior to the end of the
     Funding Period, then the remaining balance
     on deposit in the Funding Account after the
     end of the Funding Period (excluding
     earnings on investments or reinvestments
     thereof) shall be used for the purpose of
     partially prepaying the Certificates in
     accordance with Section 5.06(d) hereof on
     the Distribution Date immediately following
     the end of the Funding Period.

          (d)  The Seller shall take any
     action required to maintain the first
     perfected ownership interest of the Trust in
     the Trust Property and the first perfected
     security interest of the Trustee in the
     Reserve Fund Property.

                 ARTICLE IV

       ADMINISTRATION AND SERVICING OF
RECEIVABLES

     Section 4.01.  Servicing Duties.

          (a)  On or before the Closing
     Date, the Backup Servicer and the Trustee
     will enter into the Aegis Finance Servicing
     Agreement with Aegis Finance pursuant to
     which Aegis Finance shall act as Servicer
     with respect to the Receivables.  Any
     Servicer shall be, and shall remain, for so
     long as it is acting as Servicer, an Eligible
     Servicer.  The Backup Servicer shall review
     each Monthly Servicing Certificate required
     to be provided by the Servicer pursuant to
     paragraph III.B.6 of the Servicing
     Agreement and shall notify the Trustee and
     each Certificateholder of any discrepancy in
     such Monthly Servicing Certificate which
     cannot be corrected in accordance with
     paragraph III.B.6 of the Servicing
     Agreement.

          (b)  In the event of termination of
     the rights and obligations of the Servicer
     under the Servicing Agreement, the Backup
     Servicer shall, in accordance with paragraph
     VI of the Servicing Agreement, act as
     Servicer of the Receivables by assuming
     such rights and obligations under the
     Servicing Agreement unless a successor
     Servicer, other than the Backup Servicer, is
     appointed by the Trustee under the Servicing
     Agreement; provided, however, that the
     Backup Servicer shall not be liable for any
     acts, omissions or obligations of the Servicer
     prior to such succession or for any breach
     by the Servicer of any of its representations
     and warranties contained in the Servicing
     Agreement or in any related document or
     agreement.

          (c)  Any Servicing Agreement that
     may be entered into and any other
     transactions or servicing arrangements
     relating to the Receivables and the other
     Trust Property involving a Servicer in its
     capacity as such shall be deemed to be for
     the benefit of the Trust, the Trustee and the
     Certificateholders.

          (d)  Other than the duties
     specifically set forth in this Agreement and
     the Servicing Agreement, the Backup
     Servicer shall have no obligation hereunder,
     including, without limitation, to supervise,
     verify, monitor or administer the
     performance of the Servicer.  The Backup
     Servicer shall have no liability for any
     actions taken or omitted by the Servicer. 
     The duties and obligations of the Backup
     Servicer shall be determined solely by the
     express provisions of this Agreement and the
     Servicing Agreement and no implied
     covenants or obligations shall be read into
     this Agreement against the Backup Servicer. 
     

     Section 4.02.  Resignation of Backup
Servicer.  The Backup Servicer may resign from the
obligations and duties imposed on it under this
Agreement and the Servicing Agreement as Backup
Servicer, and shall resign at any time when it ceases
to be an Eligible Servicer, by giving written notice
of such resignation to the Trustee and the
Certificateholders.  No such resignation shall
become effective until a successor Backup Servicer
that is an Eligible Servicer acceptable to the
Majority Certificateholders shall have assumed the
responsibilities and obligations of the Backup
Servicer in accordance with Section 10.02; provided
however, if a successor Backup Servicer has not
assumed the responsibilities and obligations of the
Backup Servicer within 30 days after such
resignation, the Backup Servicer may petition a
court of competent jurisdiction for its removal.

     In the event the Backup Servicer shall for
any reason no longer be acting as such (including
by reason of resignation as set forth in this Section
4.02 or an Event of Backup Servicing Default as
specified in Section 10.01), the successor Backup
Servicer shall thereupon assume all of the rights and
obligations of the outgoing Backup Servicer under
the Servicing Agreement.  In such event, the
successor Backup Servicer shall be deemed to have
assumed all of the Backup Servicer's interest therein
and to have replaced the outgoing Backup Servicer
as a party to the Servicing Agreement to the same
extent as if the Servicing Agreement had been
assigned to the successor Backup Servicer, except
that the outgoing Backup Servicer shall not thereby
be relieved of any liability or obligations on the part
of the outgoing Backup Servicer to the Servicer
under such Servicing Agreement to the extent such
obligations or liabilities arose prior to the
assumption by the successor Backup Servicer of the
obligations of the Backup Servicer thereunder.  The
outgoing Backup Servicer shall, upon request of the
Trustee, deliver to the successor Backup Servicer
all documents and records relating to the Servicing
Agreement and the Receivables and otherwise use
its reasonable efforts to effect the orderly and
efficient transfer of the Servicing Agreement to the
successor Backup Servicer.

     Section 4.03.  Covenant of Backup
Servicer.  The Backup Servicer shall promptly
notify the Trustee of the occurrence of any Event of
Backup Servicing Default or Event of Servicing
Default of which it has obtained actual knowledge
and any breach by the Backup Servicer or the Seller
of any of its respective covenants or representations
and warranties contained in this Agreement.

     Section 4.04.  Servicing Fees.  The total
servicing fees payable on each Distribution Date to
the Backup Servicer and the Servicer, subject to
accrual and deferral of a portion of the Servicing
Fee in accordance with the Servicing Agreement,
shall equal the Backup Servicer Fee and the
Servicing Fee, respectively.  Any proposed increase
in the Backup Servicer Fee or the Servicing Fee due
to the assumption of duties hereunder or under the
Servicing Agreement by a successor Backup
Servicer or successor Servicer shall be approved by
the Seller and the Majority Certificateholders.  The
Backup Servicer shall also be entitled to any
reimbursement pursuant to Section 9.03.  Any
Servicing Fee payable to the Servicer hereunder or
pursuant to the Servicing Agreement shall be paid
to the Servicer and/or to one or more subservicers
as the servicer may from time to time direct in
writing to the Trustee.

     Section 4.05.  Costs and Expenses.  All
reasonable out-of-pocket costs and expenses
incurred by the Backup Servicer in carrying out its
duties as Backup Servicer hereunder, including all
out-of-pocket fees and expenses not expressly stated
hereunder to be for the account of the Trust or the
Seller, shall be paid or caused to be paid by the
Backup Servicer, and the Backup Servicer shall be
entitled to reimbursement therefor hereunder
pursuant to Section 5.06(d)(i).  Nothing in this
Section 4.05 shall be construed to limit the
compensation to be paid to or retained by the
Backup Servicer pursuant to Section 4.04.

     Section 4.06.  Standard of Care.  In
managing, administering, servicing and making
collections on the Receivables, and in performing
its obligations under the Servicing Agreement after
succeeding as Servicer thereunder, the Backup
Servicer will exercise that degree of skill and care
consistent with the same degree of skill and care
that the Backup Servicer exercises with respect to
similar motor vehicle loans owned and/or serviced
by the Backup Servicer and that is consistent with
prudent industry standards, and will apply in the
management, administration, servicing and
collection of the Receivables and in the
administration and enforcement of the Insurance
Policies relating to the Receivables, those standards,
policies and procedures consistent with the best
standards, policies and procedures the Backup
Servicer applies with respect to similar motor
vehicle loans owned or serviced by it, and, to the
extent not inconsistent with the foregoing, to
exercise that degree of skill and care it uses in
servicing assets held for its own account; provided,
however, that notwithstanding the foregoing, the
Backup Servicer shall not, except pursuant to a
judicial order from a court of competent
jurisdiction, or as otherwise required by applicable
law or regulation, release or waive the right to
collect the unpaid balance on any Receivable and
provided, further, that the Backup Servicer shall not
amend or modify any Receivable, unless a default
with respect to such Receivable has occurred or is,
in the judgment of the Backup Servicer, imminent. 
In performing its duties and obligations hereunder
or under the Servicing Agreement, in the event
there is no Servicer managing, administering,
servicing or making collections on the Receivables
and administering and enforcing the Insurance
Policies relating to the Receivables, the Backup
Servicer shall comply with all applicable federal and
state laws and regulations, shall maintain all state
and federal licenses and franchises necessary for it
to perform its servicing responsibilities hereunder
and thereunder, and in such event it shall exercise
the same degree of skill and care it uses in
managing, administering, servicing and making
collection on the Receivables and administering and
enforcing the Insurance Policies in its capacity as
Backup Servicer hereunder, and shall not impair the
rights of the Trust or the Certificateholders in the
Trust Property.

     Section 4.07.  Contingent Servicer.  The
Trustee, at the direction of the Majority
Certificateholders, shall appoint one or more
Eligible Servicers as a Contingent Servicer.  Such
appointment shall be subject to the following terms
and conditions.

          (a)  The rights, powers, duties and
     obligations conferred or imposed upon any
     such Contingent Servicer shall be as set
     forth in the instrument appointing the
     Contingent Servicer.

          (b)  The Trustee may at any time, by
     an instrument in writing executed by it, and
     solely with the consent of the Majority
     Certificateholders, accept the resignation of
     a Contingent Servicer and, with the consent
     or at the direction  of the Majority
     Certificateholders, remove any Contingent
     Servicer appointed under this Section.

          (c)  Neither the Trustee nor the
     Backup Servicer shall be liable by reason of
     any act or omission of any Contingent
     Servicer, and no Contingent Servicer shall
     be liable by reason of any act or omission of
     any other Contingent Servicer.

          (d)  Any Contingent Servicer shall
     be entitled to the Contingent Servicer Fees
     as compensation for all services rendered by
     it in the execution of its duties as Contingent
     Servicer.  The Contingent Servicer shall also
     be paid or reimbursed pursuant to Section
     5.06(d)(i) its reasonable out-of-pocket costs
     and expenses incurred by it in carrying out
     its duties as Contingent Servicer hereunder.

                  ARTICLE V

          DISTRIBUTIONS; ACCOUNTS;
      STATEMENTS TO CERTIFICATEHOLDERS

     Section 5.01.  Accounts.  

          (a)  The Trustee shall establish
     and maintain separately with respect to each
     Trust the Collection Account, the Funding
     Account, if any, and the Certificate Account
     in the name of the Trustee for the benefit of
     the Certificateholders.  The Collection
     Account, the Funding Account and the
     Certificate Account shall be segregated trust
     accounts established with the trust
     department of the Trustee.  The Servicer
     shall establish the Lock-Box Account
     pursuant to the Servicing Agreement.  The
     Lock-Box Account shall be a non-interest
     bearing account established with a Lock-Box
     Account Depository, which shall at all times
     be an Eligible Institution, by the Servicer
     for the sole benefit of the Trust and other
     holders of retail installment sales contracts
     originated by Aegis Finance or its Affiliates. 
     All of the foregoing Accounts shall be
     Eligible Accounts.  
          (b)  Amounts held in the
     Collection Account, the Certificate Account
     and the Funding Account shall be invested
     by the Trustee, upon the written direction of
     the Seller, in Eligible Investments.  Any
     such investment in the Certificate Account
     or the Funding Account shall mature no
     later than (i) one Business Day before the
     Distribution Date (or Funding Date with
     respect to the Funding Account), next
     succeeding the date of investment or, (ii) in
     the case of money market fund investments,
     on such Distribution Date.  Any such
     investment in the Collection Account shall
     mature not later than two Business Days
     before such Distribution Date.  Any written
     investment direction by the Seller shall
     certify that any such investment is
     authorized by this Section 5.01.  The
     Trustee shall have no authority to sell or
     otherwise dispose of Eligible Investments
     attributable to funds held in the Certificate
     Account, the Collection Account or the
     Funding Account prior to their respective
     maturity dates.  Interest and earnings on
     investments of funds in any Account shall be
     credited to and all losses borne by the
     Account with respect to which they were
     derived.  All accounts with the Trustee must
     be trust accounts subject to regulations
     substantially similar to 12 C.F.R.  9.10(b). 
     The Trustee shall not have any responsibility
     or liability for any investment of moneys at
     the direction of the Seller or any loss
     resulting therefrom.

          (c)  The Servicer has appointed
     each of Wells Fargo Bank, N.A., and
     Commerce Bank, as an initial Lock-Box
     Account Depository under the Servicing
     Agreement.  All funds of the Trust held by
     a Lock-Box Account Depository are and
     shall remain the property of the Trust.  

     Section 5.02.  Collections.   Pursuant to the
Servicing Agreement, the Servicer shall remit to the
Lock-Box Account as soon as practicable, but in no
event later than its close of business on the Business
Day after receipt thereof by the Servicer, all
payments by or on behalf of the Obligors with
respect to each Receivable (other than Purchased
Receivables), all Recoveries and all Risk Default
Insurance Proceeds, all as collected during the
Collection Period.  As provided in the Servicing
Agreement, the Servicer shall cause the Lock-Box
Account Depository to transfer all available funds
applied to the Receivables in excess of $2,000 from
the Lock-Box Account to the Collection Account on
each Business Day.  In the event an Obligor remits
funds to the Trustee rather than remitting such
funds directly to the Servicer, the Trustee shall
notify the Servicer and shall deposit such amounts
into the Collection Account within one (1) Business
Day after receipt.  Deposits into the Lock-Box
Account allocable to collections on Receivables of
each Trust shall be identified and earmarked
separately from the collections with respect to each
other Trust (the "Earmarked Funds").  The
Earmarked Funds shall be transferred to the
Collection Account of the related Trust.

     Section 5.03.  Application of Collections. 
All collections for the Collection Period shall be
applied by the Trustee in accordance with reports
provided to the Trustee by the Servicer pursuant to
the Servicing Agreement, as follows:

     With respect to each Receivable (other than
a Purchased Receivable), payments by or on behalf
of the Obligor shall be applied first to the
Scheduled Payment.  Any excess payments received
constituting Scheduled Payments for subsequent
Collection Periods shall be applied as part of the
Available Interest Distribution Amount or the
Available Principal Distribution Amount on the
Distribution Date following the Collection Period in
which such excess payments are received.

     Section 5.04.  Miscellaneous Servicer
Collections.  All Miscellaneous Servicer Collections
shall be deposited by the Servicer to the Lock-Box
Account within one Business Day of receipt thereof.

     Section 5.05.  Additional Deposits.  (a)  The
Trustee shall deposit or cause to be deposited in the
Collection Account the aggregate Purchase Amount
received with respect to Purchased Receivables and
shall, upon receipt, deposit such other amounts to
such accounts as may be specified herein.  All such
deposits shall be made in Automated Clearinghouse
Corporation next-day funds or immediately
available funds, on or before the Business Day
preceding the Distribution Date.

     (b)    On the Closing Date and each Funding
Date, the Seller shall deliver to the Trustee and the
Trustee shall deposit into the Collection Account
any amount transferred from the "Depository
Account" established under the Warehouse Facility
which constitutes collections received with respect
to the Receivables to be purchased by the Seller and
sold to the Trust on such date, net of amounts paid
under the Warehouse Facility with respect to
principal and interest on the related loans under the
Warehouse Facility ("Excess Interest Collections").


     Section 5.06.  Distributions.

          (a)  On each Distribution Date,
     the Trustee shall cause to be made the
     transfers and distributions set forth in this
     Section 5.06 in the amounts set forth in the
     Monthly Servicing Certificate for such
     Distribution Date.

          (b)  The Trustee shall, on each
     Determination Date, based upon a certificate
     delivered to the Trustee from the Backup
     Servicer, calculate the Total Available
     Distribution Amount, the Class A
     Distributable Amount and the Class B
     Distributable Amount, and, based on the
     Total Available Distribution Amount,
     determine the amount distributable to the
     Certificateholders and the other distributions
     to be made on such Distribution Date.

          (c)  Two (2) Business Days prior
     to each Distribution Date, the Trustee shall
     transfer from the Collection Account to the
     Certificate Account an amount equal to the
     Total Available Distribution Amount and all
     investment earnings and interest on the
     funds in the Collection Account.

          (d)  The rights of the Class B
     Certificateholders to receive distributions in
     respect of the Class B Certificates shall be
     and hereby are subordinated to the rights of
     the Class A Certificateholders to receive
     distributions in respect of the Class A
     Certificates to the extent provided in this
     Section.  Except as otherwise provided
     below, on each Distribution Date, the
     Trustee (based on the information contained
     in the Monthly Servicing Certificate
     delivered on the related Determination Date
     pursuant to the Servicing Agreement) shall
     make the following distributions from the
     funds then on deposit in the Certificate
     Account (including funds transferred from
     the Reserve Fund when necessary pursuant
     to the Amended and Restated Master Trust
     Agreement and Section 5.07 below) in the
     following order of priority:

                  
          (i)     to the Backup Servicer, the Backup Servicer
          Fee and reasonable out-of-pocket costs and expenses
          and all unpaid Backup Servicer Fees and
          unreimbursed reasonable out-of-pocket costs and
          expenses from prior Collection Periods; to the
          Contingent Servicer, the Contingent Servicer Fee
          and reasonable out-of-pocket costs and expenses and
          all unpaid Contingent Servicer Fees and
          unreimbursed reasonable out-of-pocket costs and
          expenses from prior Collection Periods; to the
          Servicer, the Servicing Fees, to the extent then
          payable in cash and not accrued and deferred in
          accordance with the Servicing Agreement, and
          reasonable out-of-pocket servicing expenses
          incurred in connection with the servicing, collection
          or enforcement of a Receivable, the repossession or
          liquidation of a Financed Vehicle, the preparation of
          reports and the other duties of the Servicer under
          the Servicing Agreement, and all such unpaid
          Servicing Fees and unreimbursed reasonable out-of-
          pocket expenses from prior Collection Periods; to
          the Trustee and Custodian, the Trustee Fees and
          reasonable out-of-pocket costs and expenses and
          Custodian Fees and reasonable out-of-pocket costs
          and expenses (including but not limited to the
          expenses associated with maintaining a credit rating,
          if any, assigned by a Rating Agency and obtaining
          an audit, procedures review or other accountants'
          report on the reports, accounts or statements
          prepared by the Servicer or the Trustee) and all
          unpaid Trustee Fees and unreimbursed reasonable
          out-of-pocket costs and expenses and Custodian
          Fees and unreimbursed reasonable out-of-pocket
          costs and expenses from prior Collection Periods;
          and to the successor to the Servicer, the Trustee or
          the Backup Servicer, Transition Costs, if any;

              (ii)
                  to the Class A Certificateholders of record,
          an amount equal to the sum of the Class A Interest
          Distributable Amount and any Class A Interest
          Carryover Shortfall from the prior Distribution
          Date; 

             (iii)  to the Class A
          Certificateholders of record, an
          amount equal to the sum of the Class
          A Principal Distributable Amount
          and any Class A Principal Carryover
          Shortfall from the prior Distribution
          Date;

              (iv)  to the Credit
          Enhancer, if any, the Credit
          Enhancement Fee;

               (v)  to the Class B
          Certificateholders of record, an
          amount equal to the sum of the Class
          B Interest Distributable Amount and
          any Class B Interest Carryover
          Shortfall from the prior Distribution
          Date; and

              (vi)  to the Class B
          Certificateholders of record, an
          amount equal to the sum of the Class
          B Principal Distributable Amount
          and any Class B Principal Carryover
          Shortfall from the prior Distribution
          Date.  

          (e)  On each Distribution Date,
     the Trustee shall distribute any Excess
     Receipts into the Reserve Fund, provided
     that, if on such Distribution Date, amounts
     may be released from the Reserve Fund
     under the terms of Section 3.6 of the
     Amended and Restated Master Trust
     Agreement, then such Excess Receipts shall
     be distributed directly to the Seller or its
     assignee as holder of the Excess Receipts.  

          (f)  All distributions with respect
     to each Class of Certificates on each
     Distribution Date shall be made pro rata
     among the outstanding Certificates of such
     Class, in proportion to the Percentage
     Interests evidenced thereby.  All payments
     to Certificateholders shall be made on each
     Distribution Date to each Certificateholder
     of record on the related Record Date by
     check, or, if requested by a
     Certificateholder holding Certificates with
     Original Certificate Balances in the
     aggregate in excess of $1,000,000, by wire
     transfer to the account designated in writing
     by such Holder in the form of Exhibit G
     hereto (or such other account as such
     Certificateholder may designate in writing)
     delivered to the Trustee prior to the
     Determination Date, in immediately
     available funds.  

          Section 5.07.  Reserve Fund.

         (a)  If on any Distribution Date
     amounts in the Certificate Account are
     insufficient to make the distributions
     specified in Section 5.06(d), the Trustee
     shall draw upon the Reserve Fund to make
     up such insufficiency in accordance with the
     Amended and Restated Master Trust
     Agreement. 

         (b)  On the Closing Date, the Seller
     shall deposit into the Reserve Fund an
     amount equal to (i) the Reserve Fund Initial
     Deposit and (ii) such other amounts as may
     be specified in the Agreement.

     Section 5.08.  Funding Account.

         (a)  The Trustee shall establish the
     Funding Account, if any, for the benefit of
     the Certificateholders.  On the Closing Date,
     the Trustee shall deposit into the Funding
     Account the Original Pre-Funded Amount.

         (b)  The Trustee shall use funds
     on deposit in the Funding Account on a
     Funding Date to acquire Additional
     Receivables on behalf of the Trust.

         (c)  Two Business Days prior to
     the Distribution Date immediately following
     the end of the Funding Period, the Trustee
     shall first transfer all amounts received as
     earnings on income from any investments or
     reinvestments of funds in the Funding
     Account to the Collection Account and,
     second, shall transfer all remaining funds in
     the Funding Account to the Certificate
     Account for the purpose of prepaying the
     Certificates on such Distribution Date.

     Section 5.09.  Statements to
Certificateholders; Tax Returns.  With each
distribution from the Certificate Account to the
Certificateholders made on a Distribution Date, the
Trustee shall provide to the Backup Servicer, the
Seller and each Certificateholder of record, based
on the Monthly Servicing Certificate provided to the
Backup Servicer and the Trustee by the Servicer in
the form of Schedule B to the Servicing Agreement,
a statement substantially in the form of Exhibit C to
this Agreement setting forth at least the following
information with respect to such Distribution Date
and the related Collection Period, to the extent
applicable:

         (a)  Servicer Collections:

                
         (i)    The Available Interest Distribution Amount;

            (ii)    The Available
         Principal Distribution Amount;

           (iii)    The Miscellaneous
         Servicer Collections; and

            (iv)    The Total Available
         Distribution Amount.

         (b)  Distributions:

                
         (i)    the amount of such distribution allocable to
         principal in respect of each Class of Certificates;

            (ii)    the amount of such
         distribution allocable to interest in
         respect of each Class of Certificates;

           (iii)    the amount of the
         Backup Servicing Fee, Contingent
         Servicing Fee, Credit Enhancement
         Fee, Servicing Fee, Trustee and
         Custodian Fees and expenses for the
         related Collection Period and the
         portion of such fees allocable to each
         Class of Certificates;

            (iv)    the amount of Class
         Interest Carryover Shortfalls, if any,
         on such Distribution Date in respect
         of each Class of Certificates and the
         amount of the Class Principal
         Carryover Shortfalls, if any, on such
         Distribution Date in respect of each
         Class of Certificates;

             (v)    the Pool Factor and
         the Class Factor for each Class of
         Certificates as of such Distribution
         Date, after giving effect to payments
         allocated to principal reported under
         clause (i) above;

            (vi)    the amount on deposit
         in the Reserve Fund on such
         Distribution Date, after giving effect
         to amounts deposited in the Reserve
         Fund and Reserve Fund Draws on
         such date;

           (vii)    the aggregate amount
         of Reserve Fund Draws, and the
         breakdown of the application of such
         draws to cover payment shortfalls to
         Class A or B Certificateholders,
         made on such Distribution Date; 

          (viii)    the amount of net
         investment earnings with respect to
         the Reserve Fund earned during the
         related Collection Period; and

            (ix)    the amounts, if any,
         released from the Reserve Fund to
         the Seller.

         (c)  Pool Information:

                    The Original Pool
         Balance, the Pool Balance, the
         weighted average coupon, the
         weighted average maturity (in
         months) and the remaining number
         of Receivables for both the first and
         the last day of the preceding
         Collection Period, after giving effect
         to payments allocated to principal
         reported in (b)(ii) above.

         (d)  Receivables Repurchased or
     Substituted by Seller:

                    The number and
         aggregate Purchase Amount of
         Receivables repurchased by Seller
         and for any substitution of
         Receivables, the number and
         principal balance of both the
         Receivables being replaced and the
         Receivables substituted.

         (e)  Delinquency Information:

                    The amount of
         Receivables (other than Defaulted
         Receivables and Liquidated
         Receivables) as to which Obligors
         are (i) 30 days to 59 days past due
         and (ii) 60 days to 89 days past due
         in making Scheduled Payments.

         (f)  Repossession Information:

                   The number and
         principal balance of Receivables as to
         which the Servicer has repossessed
         the Financed Vehicle during the
         current period and on a cumulative
         basis.

         (g)  Liquidated and Defaulted
    Receivables Information:

                   The number and
         principal balance of Receivables
         which became Liquidated
         Receivables (other than Receivables
         previously characterized as Defaulted
         Receivables) and the number and
         principal balance of Receivables
         which became Defaulted Receivables
         during the Collection Period and on
         a cumulative basis.

         (h)  Recoveries:

                   The amount of
         Liquidation Proceeds, the amount of
         insurance claims paid under the VSI
         Insurance Policy, the amount of
         rebates received from the  Servicer
         as a result of cancelled warranty or
         extended service contracts and the
         amount of claims paid under
         consumer insurance during the
         related Collection Period and on a
         cumulative basis.

         (i)  Retention Amount:

                   The beginning
         balance, the amount added with
         respect to Additional Receivables or
         quarterly reserve loss deficiency, the
         amount subtracted with respect to
         approved claims and quarterly
         reserve loss surplus, and the ending
         balance. 

         (j)  Risk Default Insurance Proceeds:

                   The amount of
         insurance proceeds paid under the
         Risk Default Insurance Policy.

         (k)  Net Losses:

                   The amount of Net
         Losses, if any, on such Distribution
         Date and the cumulative amount of
         all Net Losses realized on the
         Receivables since the Closing Date.

         (l)  Insurance Claims:

                   The number of
         Receivables as to which a claim was
         filed under the Risk Default Policy
         or the VSI Insurance Policy, the
         amount of such claims, the number
         of claims rejected and the principal
         balance of related Receivables
         rejected under the Risk Default
         Policy for the related Collection
         Period and on a cumulative basis.

         (m)  Funding Account:

                   The beginning
         balance, the amount withdrawn to
         purchase Additional Receivables and
         to make deposits to the Reserve
         Fund, the amount of any
         reinvestment income earned on the
         moneys on deposit therein, and the
         ending balance. 

         (n)  Collection Account:

                   The amount of
         reinvestment income on funds held in
         the Collection Account.

         (o)  Other Information:

                   Any other information
         regarding each distribution which any
         Certificateholder reasonably requests
         in writing 30 days prior to such
         distribution and which the Trustee
         can provide without undue expense
         or effort.

    Within thirty (30) days after the end of each
calendar year, the Trustee shall furnish to each
Person who at any time during such calendar year
was a Certificateholder of record and received any
payment thereon (a) a report as to the aggregate of
amounts reported pursuant to clauses (b)(i), (ii) and
(iii) of this Section 5.09 for such calendar year or
applicable portion thereof during which such Person
was a Certificateholder and (b) such information as
may be reasonably requested by the
Certificateholders or required by the Code, and the
regulations thereunder, to enable such Holders to
prepare their federal and state income tax returns. 
The obligation of the Trustee set forth in this
paragraph shall be deemed to have been satisfied to
the extent that substantially comparable information
shall be provided by the Backup Servicer pursuant
to any requirements of the Code.  The parties
hereto further agree to treat each series of
Certificates as separate from each other series
created under the Amended and Restated Master
Trust Agreement for federal income tax purposes.

    The Seller shall prepare any tax returns or
other forms required to be filed by the Trust.  The
Trustee, upon request, will furnish the Seller with
all such information known to the Trustee as may
be reasonably required in connection with the
preparation of all tax returns of the Trust.

    Section 5.10.  Reliance on Information
from the Servicer.  Notwithstanding anything to the
contrary contained in this Agreement, all
distributions from any of the accounts described in
this Article V and any movement of cash between
such accounts shall be made by the Trustee in
reliance on information provided to the Trustee by
the Servicer in writing, whether by way of the
Servicer's Monthly Servicing Certificate or
otherwise unless the Trustee has actual knowledge
or notice of any inaccuracy therein.   

                 ARTICLE VI

        RIGHTS OF CERTIFICATEHOLDERS

    The Certificates shall represent fractional
undivided interests in the assets of the Trust which
shall consist of the right to receive, at the time and
in the amount specified herein pursuant to Section
5.01, a Percentage Interest in distributions with
respect to the Trust Property secured by funds
available pursuant to the Reserve Fund.  Any other
right to receive payments or distributions hereunder
shall not represent any interest in the Accounts or
the Reserve Fund, except as specifically provided in
this Agreement.  The parties hereto and the
Certificateholders agree that the Certificates
represent undivided interests in the Receivables,
which Receivables shall constitute stripped bonds
within the meaning of Section 1286 of the Code. 
The parties hereto further agree to treat the
Certificates as separate from all other series of
certificates created under the Amended and Restated
Master Trust Agreement for federal income tax
purposes.


                 ARTICLE VII

              THE CERTIFICATES

    Section 7.01.  The Certificates.  The
Certificates shall be substantially in the forms of
Exhibit A-1 and A-2 hereto.  The Class A and
Class B Certificates shall be issuable in minimum
denominations in Certificate Balances of $1,000,000
and integral multiples of $1,000 in excess thereof,
except that one Class A Certificate or Class B
Certificate may be issued in a different
denomination to account for an odd initial aggregate
Certificate Balance.  The Certificates shall be
executed on behalf of the Trust by manual or
facsimile signature of a Trustee Officer of the
Trustee under the Trustee's seal imprinted thereon
and shall bear legends restricting the transfer
thereof.  Certificates bearing the manual or
facsimile signatures of individuals who were, at the
time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be
valid and binding obligations of the Trust,
notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or
did not hold such offices at the date of such
Certificates.

    Section 7.02.  Execution, Authentication of
Certificates.  The Trustee shall cause the
Certificates to be executed on behalf of the Trust,
and delivered to or upon the written order of the
Seller pursuant to this Agreement.  No Certificate
shall entitle its Holder to any benefit under this
Agreement or shall be valid for any purpose, unless
there shall appear on such Certificate a certificate of
authentication substantially in the form set forth in
Exhibits A-1 and A-2 hereto executed by the
Trustee by manual signature; such authentication
shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and
delivered hereunder.  All Certificates shall be dated
the date of their authentication.

    Section 7.03.  Registration of Transfer and
Exchange of Certificates.

         (a)  The Certificate Registrar shall
    maintain a Certificate Register in which,
    subject to such reasonable regulations as it
    may prescribe, the Certificate Register shall
    provide for the registration of Certificates
    and transfers and exchanges of Certificates
    as provided in this Agreement.  The Trustee
    is hereby initially appointed Certificate
    Registrar for the purpose of registering
    Certificates and transfers and changes of
    Certificates as provided in this Agreement. 
    In the event that, subsequent to the Closing
    Date, the Trustee notifies the Seller that it is
    unable to act as Certificate Registrar, the
    Seller shall appoint another bank or trust
    company, having an office or agency located
    in the Borough of Manhattan, The City of
    New York, agreeing to act in accordance
    with the provisions of this Agreement
    applicable to it, and otherwise acceptable to
    the Trustee, to act as successor Certificate
    Registrar under this Agreement.

         No transfer of a Certificate shall be
    made unless (I) (a) such transfer is made
    pursuant to an effective registration
    statement under the Securities Act and any
    applicable state securities laws or (b) (i)
    such transfer is exempt from the registration
    requirements under the Securities Act and
    such state securities laws or (ii) the
    Certificate Registrar is notified by such
    transferee that such Certificate will be
    registered in the name of the Clearing
    Agency or its nominee and shall be held by
    such transferee in book-entry form through
    the Clearing Agency, and (II) such transfer
    is to a Person that satisfies the requirements
    of paragraph (a) (2) (ii) of Rule 3a-7 as then
    in effect or any successor rule ("Rule 3a-7")
    under the Investment Company Act.  Each
    prospective purchaser of a non-registered
    Certificate not held in book-entry form shall
    deliver a completed and duly executed
    Transferee's Certificate in the form of
    Exhibit K to the Trustee and to the Seller
    for inspection prior to effecting any
    requested transfer.  The Seller and the
    Trustee may rely conclusively upon the
    information contained in any such certificate
    in the absence of knowledge to the contrary. 
    Each Certificate Owner shall be deemed to
    have agreed to these restrictions on transfer.

         The foregoing restriction shall not be
    deemed to prohibit the purchase of any
    Certificates by III Finance, Ltd, III Limited
    Partnership or any affiliates of either of the
    foregoing, provided that (i) such purchaser
    satisfies the requirements of paragraph
    (a)(2)(i) of Rule 3a-7 and delivers to the
    Seller and the Trustee an investor letter
    substantially in the form of Exhibit L and
    (ii) any subsequent transfers by such
    purchaser comply with the restrictions set
    forth in the preceding paragraph.

         (b)  If an election is made to hold a
    Certificate in book-entry form, the
    Certificate shall be registered in the name of
    a nominee designated by the Clearing
    Agency (and may be aggregated as to
    denominations with other Certificates held
    by the Clearing Agency).  With respect to
    Certificates held in book-entry form:

               (1) the Certificate
         Registrar and the Trustee will be
         entitled to deal with the Clearing
         Agency for all purposes of this
         Agreement (including the payment of
         principal of and interest on the
         Certificates and the giving of
         instructions or directions hereunder)
         as the sole Holder of the Certificates,
         and shall have no obligation to the
         Certificate Owners;

               (2) the rights of
         Certificate Owners will be exercised
         only through the Clearing Agency
         and will be limited to those
         established by law and agreements
         between such Certificate Owners and
         the Clearing Agency and/or the
         Clearing Agency Participants
         pursuant to the Depository
         Agreement;

               (3) whenever this
         Agreement requires or permits
         actions to be taken based upon
         instructions or directions of Holders
         of Certificates evidencing a specified
         percentage of the Outstanding
         Amount of the Certificates, the
         Clearing Agency will be deemed to
         represent such percentage only to the
         extent that it has received
         instructions to such effect from
         Certificate Owners and/or Clearing
         Agency Participants owning or
         representing, respectively, such
         required percentage of the beneficial
         interest in the Certificates and has
         delivered such instructions to the
         Trustee; and

               (4) without the consent of
         the Seller and the Trustee, no such
         Certificate may be transferred by the
         Clearing Agency except to a
         successor Clearing Agency that
         agrees to hold such Certificate for
         the account of the Certificate Owners
         or except upon the election of the
         Certificate Owner thereof or a
         subsequent transferee to hold such
         Certificate in physical form.

         Neither the Trustee nor the
    Certificate Registrar shall have any
    responsibility to monitor or restrict the
    transfer of beneficial ownership in any
    Certificate an interest in which is
    transferable through the facilities of the
    Clearing Agency.

         The Seller shall cause each
    Certificate to contain a legend stating that
    transfer of the Certificates is subject to
    certain restrictions and referring prospective
    purchasers of the Certificates to this Section
    7.03 with respect to such restrictions.

         (c)  No transfer of a Certificate
    (other than a Certificate held in book-entry
    form) shall be made to any Person unless
    the Trustee and Seller have received (A) a
    certificate (substantially in the form of
    Exhibit M) from such transferee to the effect
    that such transferee (i) is not a Plan or a
    Person that is using the assets of a Plan to
    acquire such Certificate or (ii) is an
    insurance company investing assets of its
    general account and the exemptions provided
    by Section III(a) of Department of Labor
    Prohibited Transactions Class Exemption 95-
    60, 60 Fed. Reg. 35925 (July 12, 1995) (the
    "Exemptions") apply to the transferee's
    acquisition and holding of any such
    Certificate or (B) an opinion of counsel
    satisfactory to the Trustee and the Seller to
    the effect that the purchase and holding of
    such Certificate will not constitute or result
    in the assets of the Trust being deemed to be
    "plan assets" subject to the prohibited
    transactions provisions of ERISA or Section
    4975 of the Code and will not subject the
    Trustee or the Seller to any obligation in
    addition to those undertaken in the
    Agreement; provided, however, that the
    Trustee will not require such certificate or
    opinion in the event that, as a result of a
    change of law or otherwise, counsel
    satisfactory to the Trustee has rendered an
    opinion to the effect that the purchase and
    holding of a Certificate by a Plan or a
    Person that is purchasing or holding such a
    Certificate with the assets of a Plan will not
    constitute or result in a prohibited
    transaction under ERISA or Section 4975 of
    the Code.  Any Certificate Owners of a
    Certificate held in book-entry form shall be
    deemed to have made the representation in
    clause (A) of this preceding sentence by its
    acceptance of such Certificate.  The
    preparation and delivery of the certificate
    and opinions referred to above shall not be
    an expense of the Trust, the Trustee nor any
    other party to the Agreement but shall be
    borne by the Holder.

         (d)  The Certificates, until such time,
    if at all, as they become registered under the
    Securities Act, shall bear legends stating that
    they have not been registered under the
    Securities Act and are subject to the
    restrictions on transfer described in Section
    7.03(a).  The Certificates shall additionally
    bear legends stating that they are subject to
    the restrictions on transfer described in
    Section 7.03(c).  By purchasing a
    Certificate, each purchaser shall be deemed
    to have agreed to these restriction on
    transfer.

         (e)  The Holder of a Certificate
    desiring to effect any transfer or assignment
    shall, and the transferee of such Certificate
    by purchasing such Certificate agrees to,
    indemnify the Trustee and the Seller against
    any liability that may result if the transfer or
    assignment is not made in accordance with
    the provisions of this Section 7.03 and
    applicable federal and state securities laws.

         (f)  Upon surrender for registration
    of transfer of any Certificate at the
    Corporate Trust Office, the Trustee shall
    execute, authenticate and deliver, in the
    name of the designated transferee or
    transferees, one or more new Certificates of
    the same Class in authorized denominations
    of a like aggregate principal amount.

         (g)  At the option of a Class A or
    Class B Certificateholder, such holder's
    Certificates may be exchanged for other
    Certificates of the same Class in authorized
    denominations of a like aggregate principal
    amount, upon surrender of the Certificates
    to be exchanged at any such office or
    agency.  Whenever any Certificates are so
    surrendered for exchange the Trustee on
    behalf of the Trust shall execute,
    authenticate and deliver the Certificates that
    the Certificateholder making the exchange is
    entitled to receive.

         (h) Every Certificate presented or
    surrendered for registration of transfer or
    exchange shall be accompanied by a written
    instrument of transfer in form satisfactory to
    the Trustee and the Certificate Registrar
    duly executed by the Holder or his attorney
    duly authorized in writing.  Each Certificate
    surrendered for registration of transfer and
    exchange shall be cancelled and
    subsequently disposed of by the Trustee.

         (i) No service charge shall be made
    to the Certificateholders for any registration
    of transfer or exchange of Certificates, but
    the Trustee may require payment of a sum
    sufficient to cover any tax or governmental
    charge that may be imposed in connection
    with any transfer or exchange of
    Certificates.

    Section 7.04.  Mutilated, Destroyed, Lost or
Stolen Certificates.  If (a) any mutilated Certificate
shall be surrendered to the Certificate Registrar, or
if the Certificate Registrar shall receive evidence to
its satisfaction of the destruction, loss or theft of
any Certificate (provided that a Certificateholder's
written statement with respect to such destruction,
loss or theft shall constitute satisfactory evidence
thereof) and (b) there shall be delivered to the
Certificate Registrar and the Trustee such security
or indemnity as may be required by them to save
each of them harmless, then in the absence of notice
that such Certificate shall have been acquired by a
bona fide purchaser, the Trustee on behalf of the
Trust shall execute and the Trustee shall
authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and
denomination.  In connection with the issuance of
any new Certificate under this Section 7.04, the
Trustee and the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in
connection therewith.  Any duplicate Certificate
issued pursuant to this Section 7.04 shall constitute
conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

    Section 7.05.  Persons Deemed Owners. 
Prior to due presentation of a Certificate for
registration of transfer, the Trustee or the
Certificate Registrar may treat the Person in whose
name any Certificate shall be registered as the
owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.06 and
for all other purposes whatsoever, and neither the
Trustee nor the Certificate Registrar shall be bound
by any notice to the contrary.

    Section 7.06.  Access to List of
Certificateholders' Names and Addresses.  The
Trustee shall furnish or cause to be furnished to the
Servicer, at the expense of the Trust, within 15
days after receipt by the Trustee of a request
therefor from the Servicer in writing, a list, in such
form as the Servicer may reasonably require, of the
names and addresses of the Certificateholders as of
the most recent Record Date.  Each Holder, by
receiving and holding a Certificate, shall be deemed
to have agreed to hold neither the Servicer nor the
Trustee accountable by reason of the disclosure of
its name and address, regardless of the source from
which such information was derived.

    Section 7.07.  Maintenance of Office or
Agency.  The Trustee shall maintain in
Minneapolis, Minnesota, or New York, New York,
an office or offices or agency or agencies where
Certificates may be surrendered for registration of
transfer or exchange and where notices and
demands to or upon the Trustee in respect of the
Certificates and this Agreement may be served. 
The Trustee initially designates the Corporate Trust
Office as specified in this Agreement as its office
for such purposes.  The Trustee shall give prompt
written notice to the Backup Servicer and to the
Certificateholders of any change in the location of
the Certificate Register or any such office or
agency.

    Section 7.08.  Notices to Certificateholders. 
Whenever notice or other communication to the
Certificateholders is required under this Agreement,
the Trustee shall give all such notices and
communications specified herein to be given to
Holders of the Certificates at their respective
addresses as they appear in the Certificate Register.


                ARTICLE VIII

                 THE SELLER

    Section 8.01.  Representations of Seller. 
The Seller makes the following representations on
which the Trustee relies in accepting the
Receivables in trust and executing and
authenticating the Certificates on the Closing Date. 
The representations speak as of the Closing Date,
but shall survive the pledge, transfer and
assignment of the Receivables to the Trustee in trust
for the benefit of the Certificateholders.

         (a)   Organization and Good
    Standing.  The Seller is a corporation duly
    organized, validly existing and in good
    standing under the laws of the State of
    Delaware.

         (b)   Due Qualification.  The
    Seller is in good standing and duly qualified
    to do business and has obtained all necessary
    licenses and approvals in the States of
    Delaware and New Jersey and all other
    jurisdictions in which the ownership or lease
    of property or the conduct of its business
    shall require such qualifications, unless the
    failure of the Seller to obtain such licenses
    and approvals would have no material
    adverse effect on the Seller's ability to fulfill
    its obligations hereunder.

         (c)   Power and Authority.  The
    Seller has the power and authority to
    execute and deliver this Agreement and to
    carry out its terms; the Seller has full power
    and authority to sell and assign the property
    to be so sold and assigned to and deposited
    with the Trustee as part of the Trust and
    such sale and assignment is valid and
    binding against the Seller and has been duly
    authorized by the Seller by all necessary
    action; and the execution, delivery and
    performance of this Agreement have been
    duly authorized by the Seller by all
    necessary action and this Agreement is the
    legal, valid and binding obligation of the
    Seller, enforceable in accordance with its
    terms.  The Seller has duly executed and
    delivered this Agreement and any other
    agreements and documents necessary to
    effectuate the transactions contemplated
    hereby.

         (d)   No Violation.  The
    consummation of the transactions
    contemplated by this Agreement and the
    fulfillment of the terms hereof neither
    conflict with, result in any breach of any of
    the terms and provisions of, nor constitute
    (with or without notice or lapse of time) a
    default under, the certificate of incorporation
    or bylaws of the Seller, or any indenture,
    agreement, or other instrument to which the
    Seller is a party or by which it shall be
    bound; nor result in the creation or
    imposition of any Lien upon any of its
    properties pursuant to the terms of any such
    indenture, agreement or other instrument
    (other than this Agreement); nor violate any
    law or, to the best of the Seller's
    knowledge, any order, rule or regulation
    applicable to the Seller of any court or of
    any federal or State regulatory body,
    administrative agency or other governmental
    instrumentality having jurisdiction over the
    Seller or its properties.

         (e)   No Proceedings.  To the
    Seller's knowledge, there are no proceedings
    or investigations pending, or threatened,
    before any court, regulatory body,
    administrative agency, or other
    governmental instrumentality having
    jurisdiction over the Seller or its properties:
    (i) asserting the invalidity of this
    Agreement, the Purchase Agreement or the
    Certificates; (ii) seeking to prevent the
    issuance of the Certificates or the
    consummation of any of the transactions
    contemplated by the Purchase Agreement or
    this Agreement; (iii) seeking any
    determination or ruling that might materially
    and adversely affect the performance by the
    Seller of its obligations under, or the
    validity or enforceability of, this Agreement,
    the Purchase Agreement or the Certificates;
    or (iv) relating to the Seller and which might
    adversely affect the federal or State income
    tax attributes of the Certificates.

         (f)    No Approvals.  No
     approval, authorization or other action by,
     or filing with, any governmental authority of
     the United States of America or any of the
     States is required or necessary to
     consummate the transactions contemplated
     hereby, except as such as have been duly
     obtained or made by the Closing Date. 
     Seller complies in all material respects with
     all applicable laws, rules and orders with
     respect to itself, its business and properties
     and the Receivables; and Seller maintains all
     applicable permits and certifications.

         (g)    Taxes.  The Seller has filed
     all federal, State, county, local and foreign
     income, franchise and other tax returns
     required to be filed by it through the date
     hereof, and has paid all taxes reflected as
     due thereon.  There is no pending dispute
     with any taxing authority that, if determined
     adversely to the Seller, would result in the
     assertion by any taxing authority of any
     material tax deficiency, and the Seller has
     no knowledge of a proposed liability for any
     tax to be imposed upon the Seller's
     properties or assets for which there is not an
     adequate reserve reflected in the Seller's
     current financial statements.

         (h)    Adequate Provisions for
     Taxes.  The provisions for taxes on the
     Seller's books are in accordance with
     generally accepted accounting principles.

         (i)    Pension/Profit Sharing
     Plans.  No contribution failure has occurred
     with respect to any pension or profit sharing
     plan to which the Seller or any of its
     Affiliates is a contributor, and all such plans
     have been fully funded as of the date of this
     Agreement.

         (j)    Trade Names.  "Aegis Auto
     Funding Corp. IV" is the only trade name
     under which the Seller is currently operating
     its business and under which the Seller
     operated its business for the period of time
     during which the Seller was in existence
     preceding the Closing Date.

         (k)    Ability to Perform.  There
     has been no material impairment in the
     ability of Seller to perform its obligations
     under this Agreement.

         (l)    Chief Executive Office. 
     Since it commenced operations, the Seller
     has maintained its chief executive office in
     the State of Delaware and there have been
     no other locations of the Seller's chief
     executive office preceding the Closing Date. 
     The Seller shall give written notice to the
     Trustee and the Certificateholders at least 30
     days prior to relocating its chief executive
     office and shall make such filings under the
     UCC as shall be necessary to maintain the
     perfected, first priority security interest in
     the Receivables granted hereunder in favor
     of the Trust.

         (m)    Adverse Orders.  There is
     no injunction, writ, restraining order or
     other order of any nature binding upon
     Seller that adversely affects Seller's
     performance of this Agreement and the
     transactions contemplated thereby.

         (n)    Solvent.  Seller is solvent
     and will not become insolvent after giving
     effect to the transactions contemplated
     hereunder; Seller is paying its debts as they
     become due; Seller, after giving effect to the
     contemplated transactions, will have
     adequate capital to conduct its business.

         (o)    Lock-Box Account.  Each
     Obligor of a Receivable has been, or will be
     within 30 days of the Closing Date or
     Funding Date when acquired, directed and is
     required to remit payments to the Lock-Box
     Account.

         (p)    Consolidation.  Seller has
     operated and will operate its business such
     that its assets and liabilities will not be
     substantively consolidated with the assets
     and liabilities of Aegis Finance and its
     separate existence will not be disregarded in
     any state or federal court proceeding.

         (q)    Business Purpose.  The
     Seller will acquire and sell, transfer, assign
     and otherwise convey (for state law, tax and
     financial accounting purposes) the
     Receivables for a bona fide business
     purpose.

         (r)    Federal Income Tax
     Purposes.  The Seller intends to treat the
     transactions contemplated under this
     Agreement as a sale of the Receivables to
     the Trust for federal income tax purposes,
     subject to the retention by the Seller of a
     stripped coupon therein as described in
     Section 1286 of the Code.  The Seller
     intends to cause to be filed all returns or
     reports in a manner consistent with such
     treatment.  In addition, the Seller intends to
     treat each other trust created under the
     Amended and Restated Master Trust
     Agreement as an entity separate from the
     Trust for federal income tax purposes. 
     Further, the Seller intends to treat the
     Reserve Fund as property separate from any
     interest in any trust the Seller may acquire,
     including but not limited to any interest in
     the Excess Receipts.

         (s)    Valid Transfer.  The
     Purchase Agreement constitutes a valid
     transfer to the Seller of all of Aegis
     Finance's right, title and interest in the
     Receivables transferred to the Seller
     pursuant to such Purchase Agreement.

         (t)    Seller's Obligations.  The
     Seller has submitted all necessary
     documentation for payment of the
     Receivables to the Obligors and has fulfilled
     all of its applicable obligations hereunder
     required to be fulfilled as of the Closing
     Date.

         (u)    1940 Act.  The Seller is
     not, and is not controlled by, an "investment
     company" registered or required to be
     registered under the Investment Company
     Act of 1940, as amended.
         
     Section 8.02.  Liability of Seller;
Indemnities.  The Seller shall be liable in
accordance herewith only to the extent of the
obligations specifically undertaken by the Seller
under this Agreement, and only to the extent of the
Seller's interest in the Trust Property.

         (a)    The Seller shall indemnify,
     defend and hold harmless the Trustee, the
     Trust, the Backup Servicer, the Custodian
     and each Certificateholder from and against
     any taxes, other than income and franchise
     taxes, that may at any time be asserted
     against the Trustee, the Trust, the Backup
     Servicer, the Custodian or the
     Certificateholders with respect to, and as of
     the date of, the transfer of the Receivables
     to the Trust or the issuance and original sale
     of the Certificates, including any sales,
     gross receipts, general corporation, tangible
     personal property, privilege or license taxes
     and costs and expenses in defending against
     the same.

         (b)    The Seller shall assume,
     defend and hold harmless the Trustee, the
     Trust, the Backup Servicer, the Custodian
     and each Certificateholder from and against
     any loss, liability, expense or action, suit,
     claim or damage incurred by reason of (i)
     the Seller's willful misfeasance, bad faith or
     negligence in the performance of its duties
     under this Agreement, or by reason of
     reckless disregard of its obligations and
     duties under this Agreement (and such
     indemnity shall extend to the performance of
     the Seller's duties and the satisfaction of its
     obligations with respect to any Receivables
     that become Purchased Receivables, as
     provided in this Agreement), (ii) the Seller's
     violation of federal or State securities laws
     in connection with the exemption from
     registration of the sale of the Certificates,
     and (iii) any transaction arising out of or
     contemplated by this Agreement except any
     loss, liability, expense, action, suit, claim or
     damage arising out of the failure to pay
     principal, premium, if any, or interest with
     respect to the Certificates to the extent such
     failure does not result from the Seller's
     omission to comply with the terms of this
     Agreement or acts of the Seller in
     contravention of this Agreement.

     The assumption of liability or
indemnification under this Section 8.02 shall
include, without limitation, reasonable fees and
expenses of counsel and expenses of litigation and
shall survive termination of this Agreement.  If the
Seller shall have made any payments to the Trustee
pursuant to this Section and the Trustee thereafter
shall collect any of such amounts from others, the
Trustee shall repay such amounts to such party
without interest.  Notwithstanding anything to the
contrary herein, the liability of the Seller under this
Section 8.02 is intended to be the same primary
liability as would apply to the general partner of a
limited partnership organized under the laws of the
State of Delaware.  Potential creditors of the Trust
are intended beneficiaries of the assumption of
liabilities by the Seller under this Section 8.02 and
may enforce such assumption in accordance with its
tenor.

     Section 8.03.  Merger or Consolidation of,
or Assumption of the Obligations of, Seller.  Any
Person (a) into which the Seller may be merged or
consolidated, (b) which may result from any merger
or consolidation to which the Seller shall be a party,
or (c) which may succeed to the properties and
assets of the Seller substantially as a whole, which
Person in any of the foregoing cases executes an
agreement of assumption to perform every
obligation of the Seller under this Agreement, shall
be the successor to the Seller hereunder without the
execution or filing of any document or any further
act by any of the parties to this Agreement;
provided, however, that (i) immediately after giving
effect to such transaction, no representation or
warranty or covenant made pursuant to Section 3.01
or Section 8.01 shall have been breached, no Event
of Servicing Default, and no event that, after notice
or lapse of time, or both, would become an Event
of Servicing Default shall have happened and be
continuing and the conditions of Section 8.07(a)(ii)
shall have been satisfied, (ii) the Seller shall have
delivered to the Trustee and each Certificateholder
an Officer's Certificate and an Opinion of Counsel,
which shall be independent outside counsel, each
stating that such consolidation, merger or
succession and such agreement or assumption
comply with this Section 8.03 and that all
conditions precedent, if any, provided for in this
Agreement relating to such transaction have been
complied with, (iii) the Seller shall have delivered
to the Trustee an Opinion of Counsel, which shall
be independent outside counsel, either (A) stating
that, in the opinion of such counsel, all financing
statements and continuation statements and
amendments thereto have been executed and filed
that are necessary fully to preserve and protect the
interest of the Trustee in the Receivables, and
reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such
interest and (iv) the Major Certificateholders shall
have consented to such merger, consolidation or
succession.  The Seller shall provide notice of any
merger, consolidation or succession pursuant to this
Section 8.03 to each Certificateholder. 
Notwithstanding anything herein to the contrary, the
execution of the foregoing agreement of assumption
and compliance with clauses (i), (ii), (iii) and (iv)
above shall be conditions to the consummation of
the transactions referred to in clauses (a), (b) or (c)
above.

     Section 8.04.  Limitation on Liability of
Seller and Others.  The Seller and any director or
officer or employee or agent of the Seller may rely
in good faith on the written advice of counsel or on
any document of any kind, prima facie properly
executed and submitted by any Person respecting
any matters arising hereunder.

     Section 8.05.  Seller May Own Certificates. 
The Seller and any Affiliate of the Seller may in its
individual or any other capacity become the owner
or pledgee of Certificates with the same rights as it
would have if it were not the Seller or an Affiliate
thereof, except as otherwise provided in the
definition of "Certificateholder" in Section 1.01. 
Certificates so owned by or pledged to the Seller or
such Affiliate shall have an equal and proportionate
benefit under the provisions of this Agreement,
without preference, priority or distinction as among
all of the Certificates, other than with respect to
Voting Interests.  Notwithstanding the foregoing,
the Seller will not, and will not permit any of their
Affiliates (or any Person acting on behalf of the
Seller or any such Affiliate) to directly or indirectly
acquire or make any offer to acquire any
Certificates unless the Seller or such Affiliate (or
such Person acting on behalf thereof) shall have
offered to acquire Certificates, pro rata, from all
Holders and upon the same terms.  

     Section 8.06.  Covenants of the Seller.  The
Seller shall:

         (a)    not impair the rights of the
     Certificateholders or the Trustee in the
     Receivables;

         (b)    except for the sale and
     assignment effected under this Agreement
     and prior to the termination of the Trust, not
     sell, pledge, assign, or transfer to any other
     Person, or grant, create, incur, assume, or
     suffer to exist any Lien on any Receivable
     sold to the Trustee or any interest therein; 

         (c)    immediately notify the
     Trustee of the existence of any Lien on any
     Receivable; 

         (d)    defend the right, title, and
     interest of the Trustee in, to, and under the
     Receivables transferred to the Trustee,
     against all claims of third parties claiming
     through or under the Seller, Aegis Finance
     or the Servicer; 

         (e)    make at its sole cost and
     expense any filings, reports, notices,
     applications, registrations with, and seek any
     consents or authorizations from, the
     Securities and Exchange Commission and
     any state securities authority on behalf of the
     Trust as may be necessary or advisable or
     reasonably requested by the Trustee, and
     shall comply with any federal or State
     securities or reporting requirements laws; 

         (f)    comply in all respects with
     the terms and conditions of the Purchase
     Agreement and not amend, modify, or
     waive any provision of the Purchase
     Agreement in any manner relating to the
     obligation of Aegis Finance to repurchase
     Receivables or in any manner that would
     have a materially adverse effect on the
     interests of the Certificateholders; 

         (g)    promptly after receipt of
     knowledge thereof, notify the Trustee and
     the Certificateholders of the occurrence of
     any Event of Backup Servicing Default or
     Event of Servicing Default and any breach
     by the Seller or the Backup Servicer of any
     of its respective covenants or representations
     and warranties contained in this Agreement
     or, with respect to the Seller, in the
     Purchase Agreement; 

         (h)    make at its sole cost and
     expense any filings, reports, notices, or
     applications and seek any consents or
     authorizations from any and all government
     agencies, tribunals, or authorities in
     accordance with the UCC and any State
     vehicle license or registration authority on
     behalf of the Trust as may be necessary or
     advisable or reasonably requested by the
     Trustee to create, maintain and protect a
     first-priority perfected security interest of
     the Trust in, to, and on the Financed
     Vehicles and a first-priority perfected
     ownership interest of the Trust in, to, and
     on the Receivables transferred to it; 

         (i)    upon request of any
     Certificateholder, furnish the information
     required by paragraph (d)(4) of Rule 144A
     promulgated under the Securities Act.

     Section 8.07.  Enforcement by Trustee. 
The Seller hereby acknowledges and agrees that the
following covenants and agreements of the Seller
shall be enforceable by the Trustee at all times until
the Trust is terminated.

         (a)    Covenants Regarding
     Operations:

                (i) The Seller shall not
         engage in any business or activity
         other than in connection with or
         relating to the purchase of auto loan
         receivables and the issuance of debt
         secured by, or certificates of
         participation in, a pool of auto loan
         receivables.

                (ii)     The Seller shall not
         consolidate or merge with or into any
         other entity or convey or transfer its
         properties and assets substantially as
         an entirety to any entity unless (A)
         the entity (if other than the Seller)
         formed or surviving such
         consolidation or merger, or that
         acquires by conveyance or transfer
         the properties and assets of the Seller
         substantially as an entirety, shall be
         organized and existing under the
         laws of the United States of America
         or any State thereof or the District of
         Columbia, and shall expressly
         assume in form satisfactory to the
         Majority Certificateholders, the
         performance of every covenant on
         the part of the Seller to be performed
         or observed pursuant to this
         Agreement and the Purchase
         Agreement, (B) immediately after
         giving effect to such transaction, no
         default or event of default under this
         Agreement shall have occurred and
         be continuing, (C) the Seller shall
         have delivered to each
         Certificateholder and the Trustee an
         Officers' Certificate and an opinion
         of independent counsel, each stating
         that such consolidation, merger,
         conveyance or transfer comply with
         this Agreement and (D) the Majority
         Certificateholders shall have
         consented thereto.

                (iii)    The Seller shall not
         dissolve or liquidate, in whole or in
         part, except (A) as permitted in
         paragraph (ii) above or (B) with the
         prior written consent of the Trustee
         and the Majority Certificateholders.

                (iv)     The funds and other
         assets of the Seller shall not be
         commingled with those of any other
         corporation, entity or Person,
         including, but not limited to, the
         parent or Affiliates of the Seller.

                (v) The Seller shall not
         hold itself out as being liable for the
         debts of any other party, including,
         but not limited to, the debts of the
         parent or Affiliates of the Seller.

                (vi)     The Seller shall not
         form, or cause to be formed, or
         otherwise have, any subsidiaries.

                (vii)     The Seller shall act
         solely in its corporate name and
         through the duly authorized officers
         or agents in the conduct of its
         business, and shall conduct its
         business so as not to mislead others
         as to the identity of the entity with
         which they are concerned.

                (viii)  At all times, except
         in the case of a temporary vacancy,
         which shall promptly be filled, the
         Seller shall have on its board of
         directors at least two directors each
         of whom qualifies as an
         "Independent Director" as such term
         is defined in the Seller's Certificate
         of Incorporation as originally filed
         with the Delaware Secretary of
         State's office.

                (ix)     The Seller shall
         maintain records and books of
         account of the Seller and shall not
         commingle such records and books
         of account with the records and
         books of account of any Person. 
         The books of the Seller may be kept
         (subject to any provision contained in
         the statutes) inside or outside the
         State of New Jersey at such place or
         places as may be designated from
         time to time by the board of
         directors of the Seller.

                (x) The board of directors
         of the Seller shall hold appropriate
         meetings to authorize all of its
         corporate actions.  Regular meetings
         of the board of directors of the Seller
         shall be held not less frequently than
         three times per annum.

                (xi)     Meetings of the
         shareholders of the Seller shall be
         held not less frequently than one time
         per annum.

                (xii)    The Seller shall not
         amend, alter, change or repeal any
         provision contained in this
         Section 8.07(a) without (A) the
         affirmative vote in favor thereof of
         eighty percent (80%) of the then
         outstanding shares of the Seller
         entitled to vote thereon and (B) the
         prior written consent of the Trustee
         and the Majority Certificateholders.

                (xiii)  The Seller shall not,
         without the affirmative unanimous
         vote of the whole board of directors
         of the Seller (including at least one
         director referred to in clause (viii)
         above), institute any proceedings to
         adjudicate the Seller a bankrupt or
         insolvent, consent to the institution
         of bankruptcy or insolvency
         proceedings against the Seller, file a
         petition seeking or consenting to
         reorganization or relief under any
         applicable federal or State law
         relating to bankruptcy, consent to the
         appointment of a receiver, liquidator,
         assignee, trustee, sequestrator (or
         other similar official) of the Seller or
         a substantial part of its property or
         admit its inability to pay its debts
         generally as they become due or
         authorize any of the foregoing to be
         done or taken on behalf of the Seller.

              (xiv) The Seller is not and
         shall not be involved in the day-to-
         day or other management of its
         parent or any of its Affiliates.

              (xv)  Other than the
         purchase and sale or pledge of assets
         as provided in this Agreement and
         related agreements with respect to
         this transaction and other transactions
         relating to the purchase of auto loan
         receivables and the issuance of debt
         or certificates of participation as
         contemplated by the Amended and
         Restated Master Trust Agreement,
         the Seller shall engage in no other
         transactions with any of its Affiliates.

              (xvi) Seller shall maintain a
         separate business office and
         telephone number from any of its
         Affiliates.

              (xvii)     Seller's financial
         statements shall reflect its separate
         legal existence from any of its
         Affiliates.

              (xviii)    The Seller will not
         amend its Certificate of Incorporation
         in any respect material to the
         Certificateholders. 

              (xix) The Seller shall use
         separate invoices, stationery and
         checks.

              (xx)  The Seller shall not
         suffer or permit the credit or assets
         of Aegis Finance to be held out as
         available for the obligations of the
         Seller.

              (xxi) The Seller shall enter 
         into transactions with Aegis Finance
         or its affiliates only on commercially
         reasonable terms.

              (xxii)     The Seller shall not
         incur or issue any "Obligation" (as
         such term is defined in its Certificate
         of Incorporation) in contravention of
         the limitations set forth therein. 

              (xxiii)    The Seller shall not
         issue any "Securities" or incur or
         issue any "Obligations" (as such
         terms are defined in its Certificate of
         Incorporation) under any other
         pooling and servicing agreement,
         purchase agreement or otherwise,
         unless such agreement contains an
         express provision substantially
         similar to Section 13.10 hereof
         limiting recourse to the Seller to the
         assets involved in the transaction to
         which such agreement relates.  

              (xxiv)     The Seller will
         maintain its valid corporate existence
         in good standing under the laws of
         the State of Delaware; (ii) will
         observe all corporate procedures
         required by its Certificate of
         Incorporation and Bylaws (the
         "Bylaws") and the laws of the State
         of Delaware; and (iii) and will
         otherwise comply with the provisions
         of its Certificate of Incorporation and
         Bylaws and the Delaware General
         Corporation Law.

              (xxv) Financial and
         operational services, including,
         without limitation, maintenance of
         the Seller's books and records, will
         be performed on behalf of the Seller
         by independent contractors.  The
         Seller will make payments to such
         independent contractors for such
         services rendered or expenses
         incurred on its behalf in an amount
         equal to the fair value of such
         services and expenses.  To the extent
         the Seller leases premises from Aegis
         Finance or its Affiliates, the Seller
         will pay appropriate compensation or
         rental.  The Seller will be directly
         responsible for the costs of outside
         legal, auditing and other similar
         services.  The Seller will provide for
         its operating expenses and liabilities
         from its own funds.

              (xxvi)     The annual financial
         statements of the Seller will disclose
         the effects of these transactions in
         accordance with generally accepted
         accounting principles.  Any
         consolidated financial statements
         which consolidate the assets and
         earnings of Aegis Finance with those
         of the Seller will contain a footnote
         stating that the assets of Aegis
         Finance will not be available to
         creditors of Seller.  Audited financial
         statements of the Seller will disclose
         that the assets of the Seller are not
         available to pay creditors of Aegis
         Finance.

     Section 8.08.  No Bankruptcy Petition.  The
Seller covenants and agrees that prior to the date
which is one year and one day after the payment in
full of all securities issued by the Seller or by a
trust for which the Seller was the depositor, which
securities were rated by any nationally recognized
statistical rating organization, it will not institute
any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other
proceedings under any federal or State bankruptcy
or similar law. 

                 ARTICLE IX

             THE BACKUP SERVICER

     Section 9.01.  Representations of Backup
Servicer.  The Backup Servicer makes the following
representations on which the Trustee relies in
accepting the Receivables in trust and executing and
authenticating the Certificates on the Closing Date. 
The representations speak as of the Closing Date,
but shall survive the sale and assignment of the
Receivables to the Trustee in trust for the benefit of
the Certificateholders.

         (a)  Organization and Good
     Standing.  The Backup Servicer shall have
     been duly organized and shall be validly
     existing and in good standing under the
     federal laws of the United States of
     America, with power and authority to own
     its properties and to conduct its business as
     such properties shall be currently owned and
     such business is presently conducted.

         (b)  Power and Authority.  The
     Backup Servicer shall have the power and
     authority to execute and deliver this
     Agreement and the Servicing Agreement and
     to carry out their respective terms; and the
     execution, delivery and performance of this
     Agreement and the Servicing Agreement
     shall have been duly authorized by the
     Backup Servicer by all necessary corporate
     action.  Each of this Agreement and the
     Servicing Agreement constitutes the valid
     and binding obligation of the Backup
     Servicer enforceable in accordance with its
     terms.

         (c)  No Violation.  The
     consummation of the transactions by the
     Backup Servicer contemplated by this
     Agreement and the Servicing Agreement and
     the fulfillment of the terms hereof and
     thereof neither conflict with, result in any
     breach of any of the terms and provisions
     of, nor constitute (with or without notice or
     lapse of time) a default under, the charter or
     bylaws of the Backup Servicer, or, to the
     best of the Backup Servicer's knowledge,
     any indenture, agreement or other
     instrument to which the Backup Servicer is
     a party or by which it is bound; nor result in
     the creation or imposition of any Lien upon
     any of its properties pursuant to the terms of
     any such indenture, agreement or other
     instrument (other than this Agreement and
     the Servicing Agreement); nor to the best of
     the Backup Servicer's knowledge, any law,
     order, rule or regulation applicable to the
     Backup Servicer of any court or of any
     federal or state regulatory body,
     administrative agency, or other
     governmental instrumentality having
     jurisdiction over the Backup Servicer or its
     properties.

         (d)  No Proceedings.  To the
     Backup Servicer's best knowledge, there are
     no proceedings or investigations pending, or
     threatened, before any court, regulatory
     body, administrative agency or other
     governmental instrumentality having
     jurisdiction over the Backup Servicer or its
     respective properties: (A) asserting the
     invalidity of this Agreement or the Servicing
     Agreement; (B) seeking to prevent the
     consummation of any of the transactions
     contemplated by this Agreement or the
     Servicing Agreement; or (C) seeking any
     determination or ruling that might materially
     and adversely affect the performance by the
     Backup Servicer of its obligations under, or
     the validity or enforceability of, this
     Agreement or the Servicing Agreement.

     Section 9.02.  Merger or Consolidation of,
or Assumption of the Obligations of, or
Resignation of Backup Servicer.  Any Person (a)
into which the Backup Servicer may be merged or
consolidated, (b) which may result from any merger
or consolidation to which the Backup Servicer shall
be a party, (c) which may succeed to the properties
and assets of the Backup Servicer substantially as a
whole, or (d) which may succeed to the duties and
obligations of the Backup Servicer under this
Agreement and the Servicing Agreement following
the resignation of the Backup Servicer, whether or
not such Person executes an agreement of
assumption to perform every obligation of the
Backup Servicer hereunder and thereunder, shall be
the successor to the Backup Servicer under this
Agreement and the Servicing Agreement without
further act on the part of any of the parties to this
Agreement or the Servicing Agreement.

     Section 9.03.  Limitation on Liability of
Backup Servicer and Others.  Neither the Backup
Servicer nor any of the directors or officers or
employees or agents of the Backup Servicer shall be
under any liability to the Trust or the
Certificateholders, except as provided under this
Agreement, for any action taken or for refraining
from the taking of any action pursuant to this
Agreement; provided, however, that this provision
shall not protect the Backup Servicer or any such
Person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith
or negligence in the performance of duties or by
reason of reckless disregard of obligations and
duties under this Agreement.  The Backup Servicer
and any director or officer or employee or agent of
the Backup Servicer may rely in good faith on any
document of any kind prima facie properly executed
and submitted by any Person respecting any matters
arising under this Agreement.

     Except as provided in this Agreement, the
Backup Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action
that shall not be incidental to its duties under this
Agreement and the Servicing Agreement, and that
in its opinion may involve it in any expense or
liability; provided, however, that the Backup
Servicer may undertake any reasonable action that
it may deem necessary or desirable in respect of
this Agreement and the Servicing Agreement and
the rights and duties of the parties to this
Agreement and the Servicing Agreement and the
interests of the Certificateholders under this
Agreement and the Servicing Agreement.  In such
event, the reasonable out-of-pocket legal expenses
and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of
the Trust and the Backup Servicer shall be entitled
to be reimbursed therefor pursuant to Section
5.06(d)(i).

     The Trustee shall distribute out of the
Collection Account pursuant to Section 5.06(d)(i) on
the Distribution Date succeeding the delivery of the
Opinion of Counsel referred to below, any such
expenses, costs or liabilities required from the Trust
pursuant to this Section 9.03, provided, however,
that the Trustee shall only distribute amounts
pursuant to this Section 9.03 upon the Trustee's
receipt of an Opinion of Counsel to the effect that
such distribution is permitted by this Agreement.

     Section 9.04.  Successor Backup Servicer. 
The Backup Servicer under this Agreement shall at
all times be a corporation or a banking association
organized and existing in good standing under the
laws of the United States or a state thereof; having
a combined capital and surplus not less than
$50,000,000 and subject to supervision or
examination by federal or state authorities.  If such
association or corporation shall publish reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or
examining authority, then for the purpose of this
Section 9.04, the combined capital and surplus of
such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent
report of condition so published.  In case at any
time the Backup Servicer shall cease to be eligible
in accordance with the provisions of this Section
9.04, or shall cease to be an Eligible Servicer, the
Backup Servicer shall resign immediately in the
manner and with the effect specified in Section
4.02.

     Section 9.05.  No Bankruptcy Petition.  The
Backup Servicer covenants and agrees that prior to
the date which is one year and one day after the
payment in full of all securities issued by the Seller
or by the Trust it will not institute against, or join
any other Person in instituting against, the Seller
any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy
or similar law; provided, however, that nothing
contained herein shall prohibit the Backup Servicer
from participating in any existing bankruptcy
proceeding.


                  ARTICLE X

          BACKUP SERVICING DEFAULT

     Section 10.01.  Events of Backup Servicing
Default.  If any one of the following events
("Events of Backup Servicing Default") shall occur
and be continuing:

         (a)  Failure on the part of the
     Backup Servicer duly to observe or to
     perform in any material respect any
     covenant or agreement of the Backup
     Servicer set forth in this Agreement or the
     Servicing Agreement, which failure shall (i)
     materially and adversely affect the rights of
     Certificateholders and (ii) continue
     unremedied for a period of 30 days after the
     date on which written notice of such failure,
     requiring the same to be remedied, shall
     have been sent (A) to the Backup Servicer
     by the Trustee, or (B) to the Backup
     Servicer and to the Trustee by the Holders
     of Certificates evidencing not less than 20%
     of the Voting Interests thereof; or

         (b)  The entry of a decree or order
     by a court or agency or supervisory
     authority having jurisdiction in the premises
     for the appointment of a conservator,
     receiver or liquidator for the Backup
     Servicer in any insolvency, readjustment of
     debt, marshalling of assets and liabilities or
     similar proceedings, or for the winding up
     or liquidation of its affairs, and the
     continuance of any such decree or order
     unstayed and in effect for a period of 30
     consecutive days; or

         (c)  The consent by the Backup
     Servicer to the appointment of a conservator
     or receiver or liquidator in any insolvency,
     readjustment of debt, marshalling of assets
     and liabilities or similar proceedings of or
     relating to the Backup Servicer or of or
     relating to substantially all of its property;
     or the Backup Servicer shall admit in
     writing its inability to pay its debts generally
     as they become due, file a petition to take
     advantage of any applicable insolvency or
     reorganization statute, make an assignment
     for the benefit of its creditors or voluntarily
     suspend payment of its obligations;

then, and in each and every case, so long as an
Event of Backup Servicing Default shall not have
been remedied, either the Trustee, or the Holders of
the Certificates evidencing not less than 20% of the
Voting Interests thereof, by notice then given in
writing to the Backup Servicer (and to the Trustee
if given by the Certificateholders) may terminate all
of the rights and obligations of the Backup Servicer
under this Agreement.  Thirty (30) days after the
receipt by the Backup Servicer of such written
notice, all authority and power of the terminated
Backup Servicer under this Agreement, whether
with respect to the Certificates or the Receivables
or otherwise, shall, without further action, pass to
and be vested in the Trustee if the Trustee is not the
same entity as the terminated Backup Servicer and
a successor Backup Servicer has not been appointed
under Section 10.02. The Trustee is hereby
authorized and empowered to execute and deliver,
on behalf of the predecessor Backup Servicer, as
attorney in fact or otherwise, any and all documents
and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to
effect the purposes of such notice of termination. 
The predecessor Backup Servicer shall cooperate
with the successor Backup Servicer and the Trustee
in effecting the termination of the responsibilities
and rights of the predecessor Backup Servicer under
this Agreement.  

     Section 10.02.  Appointment of Successor.

         (a)  Upon a Backup Servicer's
     receipt of notice of termination pursuant to
     Section 10.01 or a Backup Servicer's
     resignation in accordance with Section 4.02,
     the predecessor Backup Servicer shall
     continue to perform its functions as Backup
     Servicer under this Agreement until receipt
     of such notice and, in the case of
     resignation, until a successor Backup
     Servicer shall have assumed the duties of the
     Backup Servicer in accordance with this
     Section 10.02.  In the event of a Backup
     Servicer's termination hereunder, the
     Trustee (with the consent of the Majority
     Certificateholders) shall appoint a successor
     Backup Servicer, and the successor Backup
     Servicer shall accept its appointment by a
     written assumption in form acceptable to the
     Trustee.  In the event that a successor
     Backup Servicer has not been so appointed
     (i) within 45 days of delivery of notice of
     termination, or (ii) within 30 days of
     resignation, the Trustee may petition a court
     of competent jurisdiction to appoint any
     established institution, having a combined
     capital and surplus of not less than
     $50,000,000 and which is an Eligible
     Servicer, as the successor to the Backup
     Servicer under this Agreement.

         (b)  Upon appointment, the
     successor Backup Servicer shall be the
     successor in all respects to the predecessor
     Backup Servicer and shall be subject to all
     the responsibilities, duties and liabilities
     arising thereafter relating thereto placed on
     the predecessor Backup Servicer, including,
     but not limited to, the assumption by the
     Backup Servicer of all duties and obligations
     of the Servicer in the event of an Event of
     Servicing Default with respect to the
     Servicer under the Servicing Agreement
     pursuant to the terms therein and shall be
     entitled to all of the rights granted to the
     predecessor Backup Servicer, by the terms
     and provisions of this Agreement.

         (c)  The outgoing Backup Servicer
     shall deliver to the successor Backup
     Servicer all documents and records in its
     possession which are necessary to enable the
     successor Backup Servicer to perform its
     duties relating to the Servicing Agreement
     and the Receivables and otherwise use its
     best efforts to effect the orderly and efficient
     transfer of the Servicing Agreement to the
     successor Backup Servicer.

     Section 10.03.  Notification to
Certificateholders.  Upon any termination of, or
appointment of a successor to, a Backup Servicer
pursuant to this Article X, the Trustee shall give
prompt written notice thereof to Certificateholders
at their respective addresses appearing in the
Certificate Register. 

     Section 10.04.  Waiver of Past Defaults. 
The Majority Certificateholders (or, in the case of
a default referred to in Section 10.01(a), the
Holders of Certificates evidencing 100% of the
Voting Interests thereof) may, on behalf of all
Holders of Certificates, waive any default by the
Backup Servicer in the performance of its
obligations hereunder and its consequences.  Upon
any such waiver of a past default, such default shall
cease to exist, and any Event of Backup Servicing
Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. 
No such waiver shall extend to any subsequent or
other default or impair any right consequent
thereon.

                 ARTICLE XI

                 THE TRUSTEE

     Section 11.01.  Duties of Trustee.  The
Trustee, both prior to the occurrence of an Event of
Backup Servicing Default and after an Event of
Backup Servicing Default shall have been cured or
waived, shall undertake to perform only such duties
as are specifically set forth in this Agreement.  If
an Event of Backup Servicing Default shall have
occurred and shall not have been cured or waived,
the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and shall use
the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs;
provided, however, that if the Trustee shall assume
the duties of a Backup Servicer pursuant to Section
10.02, the Trustee shall perform such duties in
accordance with Section 4.06.  If the Trustee is
uncertain with respect to performing its duties or if
a conflict arises regarding the Trustee's rights,
duties and obligations, the Trustee may petition a
court of competent jurisdiction for written direction
or to interplead necessary parties.  Notwithstanding
anything in this Agreement to the contrary, neither
the Trustee nor the Backup Servicer shall have any
authority to perform any act which would cause the
Trust to be characterized as an association taxable
as a corporation for federal income tax purposes.

     The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports,
documents, orders or other instruments furnished to
the Trustee that shall be specifically required to be
furnished pursuant to any provision of this
Agreement, shall examine them to determine
whether they conform as to form to the
requirements of this Agreement; provided,
however, in the absence of bad faith on its part, the
Trustee can assume the truth and accuracy of the
statements made therein and the genuineness of the
signatures thereon.

     The Trustee shall take and maintain custody
of the Schedule of Receivables included as an
exhibit to this Agreement and shall retain all
Monthly Servicing Certificates identifying
Receivables that become Purchased Receivables and
Liquidated Receivables.

     The Trustee shall give written notice to the
Certificateholders, the Seller and Aegis Finance of
the occurrence, to its actual knowledge, which
notice shall be given within three (3) Business
Days' of the Trustee's receipt of actual knowledge
thereof, of any waiver of or any action taken to
cure (i) any default, breach, violation or event
permitting acceleration under the terms of any
Receivable; (ii) any continuing condition that with
notice or the lapse of time would constitute a
default, breach, violation or event permitting
acceleration under the terms of any Receivable; (iii)
any default or delinquency under the terms of any
Receivable that remained uncured for more than
thirty (30) days after notice to the Seller; or (iv)
any event which constitutes or with notice or the
lapse of time would constitute an Event of Backup
Servicing Default or Event of Servicing Default.

     The Trustee shall give written notice to each
Certificateholder promptly upon receipt of a notice
from the Backup Servicer pursuant to Section 4.02
hereof or from the Servicer pursuant to paragraph
IV.F.1 of the Servicing Agreement or the Seller
pursuant to Section 8.06(g) hereof of an event
which with the giving of notice or the lapse of time,
or both, would constitute an Event of Backup
Servicing Default or an Event of Servicing Default.

     No provision of this Agreement shall be
construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to
act or its own bad faith; provided, however, that:

         (a)  Prior to the occurrence of an
     Event of Backup Servicing Default, and
     after the curing or waiving of all such
     Events of Backup Servicing Default that
     may have occurred, the duties and
     obligations of the Trustee shall be
     determined solely by the express provisions
     of this Agreement, the Trustee shall not be
     liable except for the performance of such
     duties and obligations as shall be specifically
     set forth in this Agreement, no implied
     covenants or obligations shall be read into
     this Agreement against the Trustee and, in
     the absence of bad faith on the part of the
     Trustee, the Trustee may conclusively rely
     on the truth of the statements and the
     correctness of the opinions expressed upon
     any certificates or opinions furnished to the
     Trustee and conforming as to form to the
     requirements of this Agreement;

         (b)  The Trustee shall not be liable
     for an error of judgment made in good faith
     by a Trustee Officer, unless it shall be
     proved that the Trustee shall have been
     negligent in ascertaining the pertinent facts;

         (c)  The Trustee shall not be liable
     with respect to any action taken, suffered or
     omitted to be taken in good faith in
     accordance with this Agreement or at the
     direction of the Holders of Certificates
     evidencing not less than 20% of the Voting
     Interests thereof relating to the time, method
     and place of conducting any proceeding for
     any remedy available to the Trustee, or
     exercising any trust or power conferred
     upon the Trustee, under this Agreement;

         (d)  The Trustee shall not be
     charged with knowledge of any failure by
     the Backup Servicer (so long as the Trustee
     is not the Backup Servicer) or the Servicer
     to comply with the obligations, covenants or
     representations or warranties of the Backup
     Servicer or the Servicer under this
     Agreement or the Servicing Agreement, as
     the case may be, or of any failure by the
     Seller to comply with the obligations,
     covenants or representations or warranties of
     the Seller under this Agreement, unless a
     Trustee Officer assigned to the Trustee's
     Corporate Trust Department obtains actual
     knowledge of such failure (it being
     understood that, so long as the Trustee is
     not the Backup Servicer, knowledge of the
     Backup Servicer is not attributable to the
     Trustee) or the Trustee receives written
     notice of such failure from the Backup
     Servicer, Servicer or the Seller, as the case
     may be, or any Holder of Certificates; and

         (e)  Without limiting the generality
     of this Section or Section 11.04, the Trustee
     (except if also serving as the Backup
     Servicer and the duties of the Backup
     Servicer require such) shall have no duty (i)
     to see to any recording, filing or depositing
     of this Agreement or any agreement referred
     to therein or any financing statement or
     continuation statement evidencing a security
     interest in the Receivables or the Financed
     Vehicles, or to see to the maintenance of
     any such recording or filing or depositing or
     to any rerecording, refiling or redepositing
     of any thereof, (ii) to see to any insurance
     of the Financed Vehicles or Obligors or to
     effect or maintain any such insurance, (iii)
     to see to the payment or discharge of any
     tax, assessment or other governmental
     charge or any Lien or encumbrance of any
     kind owing with respect to, assessed or
     levied against, any part of the Trust, (iv) to
     confirm or verify the contents of any reports
     or certificates of the Servicer delivered to
     the Trustee pursuant to this Agreement or
     the Servicing Agreement believed by the
     Trustee to be genuine and to have been
     signed or presented by the proper party or
     parties or (v) to inspect the Financed
     Vehicles at any time or ascertain or inquire
     as to the performance or observance of any
     of the Seller's or the Servicer's
     representations, warranties or covenants or
     the Servicer's duties and obligations as
     Servicer under this Agreement and the
     Servicing Agreement.

     The Trustee shall not be required to expend
or risk its own funds or otherwise incur financial
liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or
powers, if it believes in its sole discretion that the
repayment of such funds or adequate indemnity
against such risk or liability shall not be reasonably
assured to it, and none of the provisions contained
in this Agreement or the Servicing Agreement shall
in any event require the Trustee to perform, or be
responsible for the manner of performance of, any
of the obligations of the Servicer, the Backup
Servicer or a Servicer under this Agreement or the
Servicing Agreement, as the case may be.

     Section 11.02.  Trustee's Certificate.  On or
as soon as practicable after each Distribution Date
on which Receivables shall be assigned to the Seller
pursuant to Section 3.02, the Trustee shall execute
a Trustee's Certificate (in the form of Exhibit R),
based on the information contained in the Monthly
Servicing Certificate for the related Collection
Period, amounts deposited to the Certificate
Account and notices received pursuant to this
Agreement, identifying the Receivables repurchased
by the Seller pursuant to Section 3.02 during such
Collection Period, and shall deliver such Trustee's
Certificate, accompanied by a copy of the Monthly
Servicing Certificate for such Collection Period to
the Seller.  The Trustee's Certificate submitted with
respect to such Distribution Date shall operate, as
of such Distribution Date, as an assignment,
without recourse, representation or warranty, to the
Seller, of all the Trustee's right, title and interest in
and to such repurchased Receivable, and all security
and documents relating thereto, such assignment
being an assignment outright and not for security.

     Section 11.03.    [Reserved]

     Section 11.04.  Certain Matters Affecting
Trustee.  Except as otherwise provided in Section
11.01:

         (a)  The Trustee may rely and
     shall be protected in acting or refraining
     from acting upon any resolution, Officer's
     Certificate, Monthly Servicing Certificate,
     certificate of auditors or any other
     certificate, statement, instrument, opinion,
     report, notice, request, consent, order,
     appraisal, bond or other paper or document
     believed by it to be genuine and to have
     been signed or presented by the proper party
     or parties.

         (b)  The Trustee may consult with
     counsel and any written Opinion of Counsel
     shall be full and complete authorization and
     protection in respect of any action taken or
     suffered or omitted by it under this
     Agreement in good faith and in accordance
     with such written Opinion of Counsel.

         (c)  The Trustee shall be under no
     obligation to exercise any of the rights or
     powers vested in it by this Agreement, or to
     institute, conduct or defend any litigation
     under this Agreement or in relation to this
     Agreement, at the request, order or direction
     of any of the Certificateholders pursuant to
     the provisions of this Agreement, unless
     such Certificateholders shall have offered to
     the Trustee security or indemnity,
     reasonably satisfactory to the Trustee,
     against the costs, expenses and liabilities
     that may be incurred therein or thereby.

         (d)  The Trustee shall not be liable
     for any action taken, suffered or omitted by
     it in good faith and believed by it to be
     authorized or within the discretion or rights
     or powers conferred upon it by this
     Agreement.

         (e)  Except as expressly provided
     herein, the Trustee shall not be bound to
     make any investigation into the facts of
     matters stated in any resolution, certificate,
     statement, instrument, opinion, report,
     notice, request, consent, order, approval,
     bond or other paper or document, unless
     requested in writing so to do by Holders of
     Certificates evidencing not less than 20% of
     the Voting Interests thereof; provided,
     however, that the Trustee may require
     reasonable indemnity against any cost,
     expense or liability as a condition to so
     proceeding at the direction of the
     Certificateholders.

         (f)  Subject to the limitations
     herein, the Trustee may execute any of the
     trusts or powers hereunder or perform any
     duties under this Agreement either directly
     or by or through agents or attorneys or a
     custodian.  The Trustee shall not be
     responsible for any misconduct or
     negligence of any such agent or custodian
     appointed with due care by it hereunder or
     of the Servicer in its capacity as Servicer. 
     The Trustee may act upon the opinion or
     advice of accountants, engineers or such
     other professionals as the Trustee deems
     necessary and selected by it in the exercise
     of reasonable care, and the Trustee may pay
     reasonable compensation and shall be
     entitled to reimbursement hereunder for such
     compensation paid to such professionals,
     which fee shall be considered an expense of
     the Trustee to be paid pursuant to
     Section 5.06(d)(i).

         (g)  Subsequent to the sale of the
     Receivables by the Seller to the Trust, the
     Trustee shall have no duty of independent
     inquiry, and the Trustee may rely upon the
     representations and warranties and covenants
     of the Seller and the Servicer contained in
     this Agreement and the Servicing Agreement
     with respect to the Receivables.

     Section 11.05.  Trustee Not Liable for
Certificates or Receivables.  The recitals contained
herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall
be taken as the statements of the Seller, and the
Trustee assumes no responsibility for the
correctness thereof.  The Trustee shall make no
representations as to the validity or sufficiency of
this Agreement, the Trust Property or of the
Certificates (other than the certificate of
authentication on the Certificates), or of any
Receivable or related document or the validity,
genuineness or originality of any document
delivered to the Trustee in its capacity as
Custodian.  The Trustee shall at no time have any
responsibility or liability for or with respect to the
legality, validity and enforceability of any security
interest in any Financed Vehicle or any Receivable,
or the perfection and priority of such a security
interest or the maintenance of any such perfection
and priority, or for or with respect to the efficacy
of the Trust or its ability to generate the payments
to be distributed to Certificateholders under this
Agreement, including, without limitation: the
existence, condition, location and ownership of any
Financed Vehicle; the review of any Servicer File
or Custodian File therefor; the existence and
enforceability of any physical damage insurance
thereon; the existence and contents of any
Receivable or any Servicer File or Custodian File
or any computer or other record thereof; the
validity of the assignment of any Receivable to the
Trust or of any intervening assignment; the
completeness of any Receivable or any Servicer File
or Custodian File; the performance or enforcement
of any Receivable; the compliance by the Seller or
the Servicer, with any warranty or representation
made under this Agreement or the Servicing
Agreement or in any related document and the
accuracy of any such warranty or representation
prior to the Trustee's receipt of notice or other
discovery of any noncompliance therewith or any
breach thereof (provided, however, that the receipt
of notice or other discovery of such noncompliance
or breach shall only obligate the Trustee to comply
with the terms of Section 3.02 hereof); any
investment of moneys by the Trustee or any loss
resulting therefrom (it being understood that the
Trustee shall remain responsible for any Trust
property that it may hold); the acts or omissions of
the Seller, the Servicer or any Obligor; an action of
the Servicer taken in the name of the Trustee; or
any action by the Trustee taken at the instruction of
the Servicer; provided, however, that the foregoing
shall not relieve the Trustee of its obligation to
perform its duties under this Agreement.  Except if
caused by its negligence or its failure to act in
accordance with reasonable and proper instructions
given in writing received by the Trustee, the
Trustee shall not be liable for losses on investments
on the funds or on the accounts established pursuant
to Section 5.01.  The Trustee shall not be liable for
collections received by the Servicer prior to deposit
by the Servicer of such collections into the
Collection Account or for the application or
misapplication of funds, or for other acts or
defaults, by any person, firm or corporation except
its own directors, officers, agents and employees. 
Except with respect to a claim based on the
Trustee's negligence or willful misconduct, no
recourse shall be had for any claim based on any
provision of this Agreement, the Certificates or any
Receivable or assignment thereof against the
Trustee in its individual capacity, the Trustee shall
not have any personal obligation, liability or duty
whatsoever to any Certificateholder or any other
Person with respect to any such claim, and any such
claim shall be asserted solely against the Trust or
any indemnitor who shall furnish indemnity as
provided in this Agreement.  The Trustee shall not
be accountable for the use or application by the
Seller of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of
any funds paid to a Servicer in respect of the
Receivables.  

     Section 11.06.  Trustee May Own
Certificates.  The Trustee in its individual or any
other capacity may become the owner or pledgee of
Certificates and may deal with the Seller and the
Servicer in banking transactions with the same
rights as it would have if it were not Trustee,
except as otherwise provided in the definition of
"Certificateholder" in Section 1.01.

     Section 11.07.  Trustee's Fees and
Expenses.  The Trustee shall be entitled to the
Trustee Fees as compensation (which shall not be
limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by it in the execution of the trusts
created by this Agreement and in the exercise and
performance of any of the Trustee's powers and
duties under this Agreement.  The Trustee shall be
paid or reimbursed pursuant to Section 5.06(d)(i)
upon its request for all reasonable out-of-pocket
expenses and disbursements (including the
reasonable compensation and the expenses and
disbursements of its outside counsel and of all
Persons not regularly in its employ) incurred or
made by the Trustee in accordance with any
provisions of this Agreement, except any such
expense or disbursement as may be attributable to
its willful misfeasance, negligence or bad faith. 
The Seller shall indemnify the Trustee for, and hold
it harmless against, any loss, liability or expense
incurred without willful misfeasance, negligence or
bad faith on its part, arising out of or in connection
with the acceptance or administration of the Trust,
including the costs and expenses of defending itself
against any claim or liability in connection with the
exercise or performance of any of its powers or
duties under this Agreement.  Additionally, the
Seller, pursuant to Section 8.02, shall indemnify the
Trustee with respect to certain matters.  The
Trustee shall not be required to furnish any surety
bond.  The provisions of this Section 11.07 shall
survive the termination of this Agreement.

     Section 11.08.  Eligibility Requirements for
Trustee.  The Trustee shall at all times be a
corporation having an office in the same state as the
location of the Corporate Trust Office as specified
in or pursuant to this Agreement; and organized and
doing business under the laws of such state or the
United States of America; authorized under such
laws to exercise corporate trust powers; having a
combined capital and surplus of at least
$100,000,000 and subject to supervision or
examination by federal or state authorities.  If such
corporation shall publish reports of condition at
least annually, pursuant to law or to the
requirements of the aforesaid supervising or
examining authority, then for the purpose of this
Section 11.08, the combined capital and surplus of
such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent
report of condition so published.  In case at any
time the Trustee shall cease to be eligible in
accordance with the provisions of this Section
11.08, the Trustee shall resign immediately in the
manner and with the effect specified in Section
11.09.

     Section 11.09.  Resignation or Removal of
Trustee.  The Trustee may at any time resign and
be discharged from the trusts hereby created by
giving written notice thereof to the Seller and each
Certificateholder.  Upon receiving such notice of
resignation, the Majority Certificateholders shall
promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee.  If
no successor Trustee shall have been so appointed
and have accepted appointment within 30 days after
the giving of such notice of resignation, the
resigning Trustee may petition any court of
competent jurisdiction for the appointment of a
successor Trustee.

     If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section
11.08 and shall fail to resign after written request
therefor by the Seller, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the
Majority Certificateholders may remove the
Trustee.  If the Majority Certificateholders shall
remove the Trustee under the authority of the
immediately preceding sentence, the Majority
Certificateholders shall promptly appoint a
successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be
delivered to the outgoing Trustee so removed and
one copy to the successor Trustee and payment of
all fees and expenses owed to the outgoing Trustee.

     Any resignation or removal of the Trustee
and appointment of a successor Trustee pursuant to
any of the provisions of this Section 11.09 shall not
become effective until acceptance of appointment by
the successor Trustee pursuant to Section 11.10 and
payment of all fees and expenses owed to the
outgoing Trustee or upon order of a court of
competent jurisdiction.  

     Section 11.10.  Successor Trustee.  Any
successor Trustee appointed pursuant to Section
11.09 shall execute, acknowledge and deliver to the
Backup Servicer, the Servicer and to the
predecessor Trustee an instrument accepting such
appointment under this Agreement, and thereupon
the resignation or removal of the predecessor
Trustee shall become effective and such successor
Trustee, without any further act, deed or
conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect
as if originally named as Trustee.  The predecessor
Trustee shall upon payment of its fees and expenses
deliver to the successor Trustee all documents and
statements and moneys held by it under this
Agreement; and the Seller and the predecessor
Trustee shall execute and deliver such instruments
and do such other things as may reasonably be
required for fully and certainly vesting and
confirming in the successor Trustee all such rights,
powers, duties and obligations.

     No successor Trustee shall accept
appointment as provided in this Section 11.10
unless at the time of such acceptance such successor
Trustee shall be eligible pursuant to Section 11.08.

     Upon acceptance of appointment by a
successor Trustee pursuant to this Section 11.10,
the successor Trustee shall mail notice of the
successor of such Trustee under this Agreement to
all Holders of Certificates at their addresses as
shown in the Certificate Register.

     Section 11.11.  Merger or Consolidation of
Trustee.  Any corporation into which the Trustee
may be merged or converted or with which it may
be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such corporation
shall be eligible pursuant to Section 11.08, without
the execution or filing of any instrument or any
further act on the part of any of the parties hereto;
provided, further, that the Trustee shall mail notice
of such merger or consolidation to each
Certificateholder.

     Section 11.12.  Appointment of Co-Trustee
or Separate Trustee.  Notwithstanding any other
provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust or any
Financed Vehicle may at the time be located, the
Backup Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all
instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee, jointly
with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest
in such Person, in such capacity and for the benefit
of the Certificateholders, such title to the Trust, or
any part thereof, and, subject to the other
provisions of this Section 11.12, such powers,
duties, obligations, rights and trusts as the Backup
Servicer and the Trustee may consider necessary or
desirable.  If the Backup Servicer shall not have
joined in such appointment within 15 days after the
receipt by it of a request so to do, or in the case an
Event of Backup Servicing Default shall have
occurred and be continuing, the Trustee alone shall
have the power to make such appointment.  No
co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as
a successor trustee pursuant to Section 11.08 and no
notice of a successor trustee pursuant to Section
11.10 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee
shall be required pursuant to Section 11.10.

     Each separate trustee and co-trustee shall, to
the extent permitted by law, be appointed and act
subject to the following provisions and conditions:

         (a)  All rights, powers, duties and
     obligations conferred or imposed upon the
     Trustee shall be conferred upon and
     exercised or performed by the Trustee and
     such separate trustee or co-trustee jointly (it
     being understood that such separate trustee
     or co-trustee is not authorized to act
     separately without the Trustee joining in
     such act), except to the extent that under any
     law of any jurisdiction in which any
     particular act or acts are to be performed
     (whether as Trustee under this Agreement or
     as successor to the Backup Servicer under
     this Agreement), the Trustee shall be
     incompetent or unqualified to perform such
     act or acts, in which event such rights,
     powers, duties and obligations (including the
     holding of title to the Trust or any portion
     thereof in any such jurisdiction) shall be
     exercised and performed singly by such
     separate trustee or co-trustee, but solely at
     the direction of the Trustee;

         (b)  No trustee under this
     Agreement shall be personally liable by
     reason of any act or omission of any other
     trustee under this Agreement; and

         (c)  The Backup Servicer and the
     Trustee acting jointly may at any time
     accept the resignation of or remove any
     separate trustee or co-trustee.

     Any notice, request or other writing given to
the Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as
effectively as if given to each of them.  Every
instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the
conditions of this Article XI.  Each separate trustee
and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or
property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of
this Agreement, specifically including every
provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection
to, the Trustee.  Each such instrument shall be filed
with the Trustee and copies thereof given to the
Backup Servicer.

     Any separate trustee or co-trustee may at
any time appoint the Trustee, its agent or
attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act
under or in respect of this Agreement on its behalf
and in its name.  If any separate trustee or
co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor
separate trustee or co-trustee.

     Section 11.13.  Representations and
Warranties of Trustee.  The Trustee makes the
following representations and warranties on which
the Seller and Certificateholders rely:

         (a)  The Trustee is a banking
     association duly organized, validly existing,
     and in good standing under the laws of its
     place of incorporation.

         (b)  The Trustee has full corporate
     power, authority and legal right to execute,
     deliver and perform its obligations under
     this Agreement and the Servicing
     Agreement, and shall have taken all
     necessary action to authorize the execution,
     delivery and performance by it of this
     Agreement and the Servicing Agreement.

         (c)  This Agreement and the
     Servicing Agreement shall have been duly
     executed and delivered by the Trustee, and
     each constitutes the valid and binding
     obligation of the Trustee enforceable in
     accordance with its terms.

         (d)  The execution, delivery and
     performance by the Trustee of this
     Agreement (a) does not violate any
     provision of any law governing the banking
     and trust powers of the Trustee or any
     order, writ, judgment or decree of any
     court, arbitrator, or governmental authority
     applicable to the Trustee or any of its assets,
     (b) does not violate any provision of the
     corporate charter or by-laws of the Trustee,
     and (c) does not violate any provision of, or
     constitute, with or without notice or lapse of
     time, a default under, or result in the
     creation or imposition of any lien on any
     properties included in the Trust pursuant to
     the provisions of any mortgage, indenture,
     contract, agreement or other undertaking to
     which it is a party, which violation, default
     or lien could reasonably be expected to
     materially and adversely affect the Trustee's
     performance or ability to perform its duties
     under this Agreement or the transactions
     contemplated in this Agreement.     

         (e)  The execution, delivery and
     performance by the Trustee of this
     Agreement does not require the
     authorization, consent, or approval of, the
     giving of notice to, the filing or registration
     with, or the taking of any other action in
     respect of, any governmental authority or
     agency regulating the banking and corporate
     trust activities of the Trustee.

     Section 11.14.  No Bankruptcy Petition. 
Except with the consent of the Majority
Certificateholders, the Trustee covenants and agrees
that prior to the date which is one year and one day
after the payment in full of all securities issued by
the Seller or by the Trust it will not institute
against, or join any other Person in instituting
against, the Seller any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state
bankruptcy or similar law; provided, however, that
nothing contained herein shall prohibit the Trustee
from participating in any existing bankruptcy
proceeding.

                 ARTICLE XII

                 TERMINATION

     Section 12.01.  Termination of the Trust.

         (a)  The Trust and the respective
     obligations of the Seller, the Backup
     Servicer and the Trustee created by this
     Agreement (except such obligations as are
     hereinafter set forth) shall terminate upon
     the earliest of (i) payment to the
     Certificateholders of all amounts required to
     be paid to them pursuant to this Agreement
     and the disposition of all property held as
     part of the Trust Property, (ii) the purchase
     as of any Distribution Date by the Seller, at
     its option, of the corpus of the Trust as
     described in Section 12.02 or (iii) the Final
     Scheduled Distribution Date.  The Seller
     shall promptly notify the Trustee of any
     prospective termination pursuant to this
     Section 12.01.  

         (b)  Notice of any prospective
     termination, specifying the Distribution Date
     for payment of the final distribution and
     requesting the surrender of the Certificates
     for cancellation, shall be given promptly by
     the Trustee by letter to Certificateholders
     mailed not earlier than the 15th day and not
     later than the 25th day of the month next
     preceding the specified Distribution Date
     stating (A) the Distribution Date upon which
     final payment of the Certificates shall be
     made and (B) the amount of any such final
     payment.  Surrender of the Certificates shall
     not be a condition of payment of the final
     distribution; however, each
     Certificateholder, by accepting the
     Certificates, hereby agrees to indemnify and
     hold harmless the Trustee, the Seller and the
     Certificate Registrar from and against any
     and all claims arising from such failure,
     including but not limited to claims by third
     parties claiming to be bona fide purchasers
     subsequently presenting such Certificates for
     payment.

         (c)  Upon receipt by the Trustee
     from the Seller of notice of any prospective
     termination of the Trust pursuant to Section
     12.01(a), the Trustee shall, subject to the
     direction of the Majority Certificateholders
     (provided that, if the Majority
     Certificateholders shall not have provided
     such direction to the Trustee within 30 days
     of the Trustee having sent a written request
     for such direction to the Certificateholders,
     the Trustee shall proceed without such
     direction) sell the remaining assets of the
     Trust, if any, at public or private sale, in a
     commercially reasonable manner and on
     commercially reasonable terms.  The Seller
     agrees to cooperate with the Trustee to
     effect any such sale, including by executing
     such instruments of conveyance or
     assignment as shall be necessary or required
     by the purchaser.  Proceeds of sale, net of
     expenses, shall be treated as collections on
     the assets of the Trust and shall be deposited 
     into the Collection Account.  On the
     Distribution Date specified for final
     payment, the Trustee shall cause to be
     distributed to Certificateholders and the
     Seller amounts distributable on such
     Distribution Date pursuant to Section 5.06
     and Section 5.07.
     
     Section 12.02.  Optional Purchase of All
Receivables.  The Seller shall have the option (and
shall have a similar option with respect to each trust
created pursuant to the Amended and Restated
Master Trust Agreement) to purchase the corpus of
the Trust on the Distribution Date following the last
day of any Collection Period as of which the Pool
Balance as a percentage of the Original Pool
Balance shall be less than or equal to the Optional
Purchase Percentage.  To exercise such option, the
Seller shall (i) give notice to the Trustee and the
Certificateholders not less than 30 days prior to the
Distribution Date on which such purchase is to be
effected and (ii) on or before such Distribution
Date, deposit in the Collection Account an amount
equal to the Purchase Amount for the Receivables
and the appraisal value of any other property held
by the Trust.  After payment of such amounts, the
Seller shall succeed to all interests in and to the
Trust Property.
  
     Section 12.03.  Notice.  The Trustee shall
give notice of termination of the Trust to the Seller. 

                ARTICLE XIII

          MISCELLANEOUS PROVISIONS

     Section 13.01.  Amendment.  (a)  This
Agreement may be amended by written instrument
executed by the Seller, the Backup Servicer and the
Trustee, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, to
correct or supplement any provisions in this
Agreement, (ii) to add, change or eliminate any
other provisions with respect to matters or questions
arising under this Agreement that shall not be
inconsistent with the provisions of this Agreement;
or (iii) to add or amend any provision therein in
connection with permitting transfers of the
Certificates or to add or provide for any credit
enhancement for the Certificates; provided,
however, that any such action described in this
paragraph (a) shall not adversely affect the interests
of the Certificateholders. 

     (b)  This Agreement may also be amended
from time to time or the provisions hereof waived
from time to time by a written instrument executed
by the Seller, the Backup Servicer and the Trustee
with the consent of the Holders of the
Certificateholders affected thereby (which consent
of any Holder of a Certificate given pursuant to this
Section or pursuant to any other provision of the
Agreement shall be conclusive and binding on such
Holder and on all future Holders of such Certificate
and of any Certificate issued upon the transfer
thereof or in exchange thereof or in lieu thereof
whether or not notation of such consent is made
upon the Certificate) evidencing not less than 51%
of the Voting Interests of each Class of the affected
Certificates for the purpose of adding any
provisions to or changing in any manner or
eliminating any of the provisions of this Agreement,
or of modifying in any manner the rights of any
Class of Certificateholders; provided, however, that
no such amendment or waiver shall, without the
consent of the Holders of all Certificates affected
thereby then outstanding, (a) increase or reduce in
any manner the amount of, or accelerate or delay
the timing of, collections of payments on
Receivables or distributions that shall be required to
be made on any Certificate or (b) reduce the
aforesaid percentage of the Voting Interests of the
Certificates required to consent to any such
amendment.

     (c)  Any amendment which affects the
Trustee's own rights, duties or immunities under
the Agreement or otherwise shall not be effective to
such extent unless the Trustee shall have joined
thereto.

     (d)  Promptly after the execution of any such
amendment or consent, the Trustee shall furnish a
copy of such amendment or consent to each
Certificateholder.  It shall not be necessary for the
consent of Certificateholders pursuant to this
Section 13.01 to approve the particular form of any
proposed amendment or consent, but it shall be
sufficient if such consent shall approve the
substance thereof.  The manner of obtaining such
consents (and any other consents of
Certificateholders provided for in this Agreement)
and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such
reasonable requirements as the Trustee may
prescribe.

     (e)  Prior to the execution of any amendment
to this Agreement, the Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized
or permitted by this Agreement and does not
conflict with the amendment provisions of the
Amended and Restated Master Trust Agreement. 

     Section 13.02.  Protection of Title to Trust.

         (a)  The Seller shall execute and
     file such financing statements and cause to
     be executed and filed such continuation
     statements, all in such manner and in such
     places as may be required by law fully to
     preserve, maintain and protect the interest of
     the Certificateholders and the Trustee in the
     Receivables and the other assets of the Trust
     Property and in the proceeds thereof.  The
     Seller shall deliver (or cause to be delivered)
     to the Trustee file-stamped copies of, or
     filing receipts for, any document filed as
     provided above, as soon as available
     following such filing.

         (b)  The Seller shall not change its
     name, identity or corporate structure in any
     manner that would, could or might make
     any financing statement or continuation
     statement filed in accordance with paragraph
     (a) above seriously misleading within the
     meaning of  9-402(7) of the UCC, unless it
     shall have given the Trustee at least thirty
     (30) days' prior written notice thereof and
     shall have promptly filed appropriate
     amendments to all previously filed financing
     statements or continuation statements.

         (c)  The Seller shall give the
     Trustee at least 30 days' prior written notice
     of any relocation of its chief executive
     office.  If, as a result of such relocation, the
     applicable provisions of the UCC would
     require the filing of any amendment of any
     previously filed financing or continuation
     statement or of any new financing statement,
     it shall promptly file any such amendment
     and shall give the amendment with the
     recorder's file stamp thereon to the
     Custodian promptly upon receipt thereof.

     Section 13.03.  Limitation on Rights of
Certificateholders.  The death or incapacity of any
Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or
commence any proceeding in any court for a
partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the
parties to this Agreement or any of them.

     Nothing in this Agreement set forth, or
contained in the terms of the Certificates, shall be
construed so as to constitute the Certificateholders
from time to time as partners or members of an
association; nor shall any Certificateholder be under
any liability to any third Person by reason of any
action taken pursuant to any provision of this
Agreement.

     No Certificateholder shall have any right by
virtue or by availing itself of any provisions of this
Agreement to institute any suit, action or
proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written
notice of default and of the continuance thereof, and
unless also the Holders of Certificates evidencing
not less than 20% of the Voting Interests thereof
shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own
name as Trustee under this Agreement and shall
have offered to the Trustee such reasonable
indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 30 days after its
receipt of such notice, request and offer of
indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and
during such 30-day period no request or waiver
inconsistent with such written request has been
given to the Trustee pursuant to this Section or
Section 10.04; no one or more Holders shall have
any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of
this Agreement to affect, disturb or prejudice the
rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to
enforce any right under this Agreement except in
the manner provided in this Agreement and for the
equal, ratable and common benefit of all
Certificateholders.  For the protection and
enforcement of the provisions of this Section 13.03,
each Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law
or in equity.

     Section 13.04.  Governing Law.  THIS
AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES UNDER THIS AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS INCLUDING SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAWS
BUT OTHERWISE WITHOUT REGARD OR
REFERENCE TO PRINCIPLES OF CONFLICTS
OF LAWS OF SUCH STATE.

     Section 13.05.  Notices.  All demands,
notices and communications upon or to the Seller,
the Backup Servicer or the Trustee under this
Agreement shall be in writing, personally delivered
or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly
given upon receipt:

         (a)  in the case of the Seller, to

              Angelo R. Appierto
              President
              Aegis Auto Funding Corp. IV
              525 Washington Boulevard
              Jersey City, New Jersey 
07310

     or at such other address as shall be
     designated by the Seller in a written notice
     to the Trustee;

         (b)  in the case of the Backup
Servicer, to

              Norwest Bank Minnesota,
              National Association
              Sixth Street and Marquette
              Avenue
              Minneapolis, Minnesota 
              55479-0070
              Attention:  Corporate Trust
              Services--Asset-Backed
              Administration

     or at such other address as shall be
     designated by the Backup Servicer in a
     written notice to the Seller; and

         (c)  in the case of the Trustee or
     Custodian, to

              Norwest Bank Minnesota,
National Association
              Sixth Street and Marquette
Avenue
              Minneapolis, Minnesota 
55479-0070
              Attention:  Corporate Trust
Services--Asset-Backed Administration

     or at such other address as shall be
     designated by the Trustee in a written notice
     to the Seller.

     Any notice or other communication required
or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid,
at the address of such Holder as shown in the
Certificate Register (with copies thereof to such
other Person(s) as such Certificateholder shall have
requested in writing, the address of such other
Person(s) to receive such copies also to be reflected
in the Certificate Register), and shall be deemed to
have been given upon receipt.

     Section 13.06.  Severability of Provisions. 
If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement
and shall in no way affect the validity or
enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the
Holders thereof.

     Section 13.07.  Assignment. 
Notwithstanding anything to the contrary contained
herein, except as provided in Sections 8.03, this
Agreement may not be assigned by the Seller
without the prior written consent of the Trustee and
the Holders of Certificates evidencing not less than
66% of the Voting Interests thereof.

     Section 13.08.  Certificates Nonassessable
and Fully Paid.  Certificateholders shall not be
personally liable for obligations of the Trust.  The
interests represented by the Certificates shall be
nonassessable for any losses or expenses of the
Trust or for any reason whatsoever.

     Section 13.09.  Counterparts.  This
Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts
shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same
instrument.

     Section 13.10.  Limited Recourse to Seller. 
The parties hereto agree that the obligations of the
Seller hereunder, including, without limitation, the
obligation of the Seller in respect of indemnification
pursuant to Sections 3.06, 8.02 and 11.07 in respect
of repurchases or substitutions of Receivables upon
breach of representations and warranties pursuant to
Section 3.02, and in respect of fees, costs and
expenses pursuant to Sections 3.06, 4.04 and 4.05,
are payable solely from the Seller's interests in the
Trust Property and that no party may look to any
other property or assets of the Seller in respect of
such obligations.

<PAGE>
                 EXHIBIT A-1

         FORM OF CLASS A CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"),OR UNDER THE
SECURITIES OR BLUE SKY LAWS OF ANY
STATE IN THE UNITED STATES OR ANY
FOREIGN SECURITIES LAWS.  BY ITS
ACCEPTANCE OF THIS CERTIFICATE THE
HOLDER OF THIS CERTIFICATE IS DEEMED
TO REPRESENT TO THE SELLER AND THE
TRUSTEE (i) THAT IT IS AN INSTITUTIONAL
INVESTOR THAT IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D
PROMULGATED UNDER THE SECURITIES
ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR") AND THAT IT IS ACQUIRING
THIS CERTIFICATE FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN
ITS FIDUCIARY CAPACITY) FOR
INVESTMENT AND NOT WITH A VIEW TO,
OR FOR OFFER OR SALE IN CONNECTION
WITH, THE PUBLIC DISTRIBUTION HEREOF
OR (II) THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT
AND IS ACQUIRING SUCH CERTIFICATE FOR
ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS
ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF
THIS CERTIFICATE MAY BE MADE BY ANY
PERSON UNLESS EITHER (i) SUCH SALE,
PLEDGE OR OTHER TRANSFER IS MADE TO
THE SELLER, (ii) SUCH SALE, PLEDGE OR
OTHER TRANSFER IS MADE TO AN
INSTITUTIONAL ACCREDITED INVESTOR
THAT EXECUTES A CERTIFICATE,
SUBSTANTIALLY IN THE FORM SPECIFIED
IN THE AGREEMENT, TO THE EFFECT THAT
IT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACTING FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN
ITS FIDUCIARY CAPACITY), (iii) SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, SUCH SALE, PLEDGE OR
OTHER TRANSFER IS MADE TO A PERSON
WHOM THE ISSUER REASONABLY BELIEVES
AFTER DUE INQUIRY IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A), ACTING FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE
QUALIFIED INSTITUTIONAL BUYERS) TO
WHOM NOTICE IS GIVEN THAT THE SALE,
PLEDGE OR TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (iv) SUCH
SALE, PLEDGE OR OTHER TRANSFER IS
OTHERWISE MADE IN A TRANSACTION
EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT,
IN WHICH CASE (A) THE TRUSTEE SHALL
REQUIRE THAT BOTH THE PROSPECTIVE
TRANSFEROR AND THE PROSPECTIVE
TRANSFEREE CERTIFY TO THE TRUSTEE
AND THE SELLER IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH
CERTIFICATION SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE SELLER, AND (B) THE
TRUSTEE SHALL REQUIRE A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT
BE AT THE EXPENSE OF THE SELLER OR
THE TRUSTEE) SATISFACTORY TO THE
SELLER AND THE TRUSTEE TO THE EFFECT
THAT SUCH TRANSFER WILL NOT VIOLATE
THE SECURITIES ACT. NO SALE, PLEDGE OR
OTHER TRANSFER MAY BE MADE TO ANY
ONE PERSON FOR CERTIFICATES WITH A
FACE AMOUNT OF LESS THAN $1,000,000
AND, IN THE CASE OF ANY PERSON ACTING
ON BEHALF OF ONE OR MORE THIRD
PARTIES (OTHER THAN A BANK (AS
DEFINED IN SECTION 3(a)(2) OF THE
SECURITIES ACT) ACTING IN ITS FIDUCIARY
CAPACITY), FOR CERTIFICATES WITH A
FACE AMOUNT OF LESS THAN $1,000,000
FOR EACH SUCH THIRD PARTY.

THIS CERTIFICATE MAY NOT BE
PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE.  ACCORDINGLY, TRANSFER
OF THIS CERTIFICATE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH IN THE
AGREEMENT.
<PAGE>
     AEGIS AUTO RECEIVABLES TRUST 199_-_
         AUTOMOBILE RECEIVABLE PASS-
THROUGH CERTIFICATES
             CLASS A CERTIFICATE
[PPN:] 
[CUSIP:]
NUMBER R-                     
              Original Certificate Balance:
Class A Rate:                 
              $_______________________ 
                  
Final Scheduled Distribution Date:  
Initial Class A Certificate Balance of all Class A
Certificates:  $                

     THIS CERTIFIES THAT
___________________ is the registered owner of
this _________ DOLLARS Class A Certificate. 
This Certificate evidences a fractional undivided
interest in the Aegis Auto Receivables Trust 199_-_
(the "Trust") (excluding the Residual Interest in the
Trust), formed by Aegis Auto Funding Corp. IV, a
Delaware corporation (the "Seller").  The Trust was
created pursuant to a Pooling and Servicing
Agreement dated as of _________________ (the
"Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as backup servicer
(the "Backup Servicer"), and Norwest Bank
Minnesota, National Association, as trustee (the
"Trustee").  The property of the Trust includes,
among other assets, a pool of motor vehicle retail
installment sale contracts secured by new and used
automobiles and light-duty trucks.  (This Class A
Certificate does not represent an interest in or
obligation of the Seller or any of the respective
Affiliates thereof, except to the extent described
below.)  A summary of certain of the pertinent
provisions of the Agreement is set forth below.  To
the extent not otherwise defined herein, the
capitalized terms used herein have the meanings
assigned to them in the Agreement.  The Certificate
Balance of this Class A Certificate will be decreased
by the payments on this Class A Certificate in
respect of principal as described in the Agreement. 
Accordingly, following the initial issuance of the
Class A Certificates, the Certificate Balance of this
Class A Certificate will over time be less than the
original denomination shown above.  Anyone
acquiring this Class A Certificate may ascertain its
current Certificate Balance by inquiry of the
Trustee.  

     This Certificate is one of the duly authorized
Certificates designated as "Automobile Receivable
Pass-Through Certificates," issued in two Classes
(Class A and Class B collectively, the
"Certificates").  To the extent described in the
Agreement the Class B Certificates are subordinate
in payment to the Class A Certificates.  This Class
A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class A
Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.  The
property of the Trust includes, without limitation,
a pool of motor vehicle retail installment sale
contracts (the "Receivables") acquired on the
Closing Date and on Funding Dates (both as defined
in the Agreement) secured by new and used
automobiles and light-duty trucks (the "Financed
Vehicles"), all moneys due thereunder after the
applicable Cutoff Dates (as defined in the
Agreement), proceeds from claims on certain
insurance policies and certain other rights under the
Agreement, all right, title and interest of the Seller
in and to the Purchase Agreement and any and all
proceeds of the foregoing.

     This Class A Certificate does not purport to
summarize the Agreement and reference is made to
the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and
immunities of the Trustee.  Copies of the
Agreement and all amendments thereto will be
provided to any Certificateholder, at its expense,
upon a written request to the Trustee.

     Under the Agreement, there will be
distributed on the 20th day of each month or, if
such 20th day is not a Business Day, the next
Business Day (the "Distribution Date"),
commencing on _________________, to the person
in whose name this Class A Certificate is registered
at the close of business on the last day of the
Collection Period preceding a Distribution Date or
termination of the Trust (the "Record Date") an
amount equal to the product of the Percentage
Interest evidenced by this Certificate and the
amount, if any required to be distributed to the
holders of all Class A Certificates.

     All payments to Certificateholders shall be
made on each Distribution Date to each
Certificateholder of record on the related Record
Date by check, or, if requested by a
Certificateholder holding Certificates with Original
Certificate Balances in aggregate in excess of
$1,000,000, by wire transfer to the account
designated in writing by such Holder in the form of
Exhibit G to the Agreement (or such other account
as such Certificateholder may designate in writing)
delivered to the Trustee prior to the Determination
Date, in immediately available funds.  Except as
otherwise provided in the Agreement and
notwithstanding the above, the final distribution on
this Class A Certificate will be made after due
notice by the Trustee of the pendency of such
distribution, which notice shall request that the
Certificateholder present and surrender this Class A
Certificate at the office or agency maintained for
that purpose by the Trustee in Minneapolis,
Minnesota.  Surrender of this Class A Certificate
shall not be a condition of payment of the final
distribution; however, the Holder, by accepting this
Class A Certificate, hereby agrees to indemnify and
hold harmless the Trustee, the Seller and the
Certificate Registrar from and against any and all
claims arising from such failure to present and
surrender this Class A Certificate, including but not
limited to claims by third parties claiming to be
bona fide purchasers.

     Unless the certificate of authentication
hereon shall have been executed by an authorized
officer of the Trustee, by manual signature, this
Class A Certificate shall not entitle the Holder
hereof to any benefit under the Agreement or be
valid for any purpose.

     The Class A Certificates do not represent a
recourse obligation of, or an interest in, the Seller,
the Backup Servicer, the Trustee or any Affiliate of
any of them.  The Class A Certificates are limited
in right of payment to certain collections and
recoveries respecting the Receivables, all as more
specifically set forth in the Agreement.  A copy of
the Agreement may be examined during normal
business hours at the principal office of the Seller,
and at such other places, if any, designated by the
Seller, by any Certificateholder upon request.

     The Agreement permits, with certain
exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of
the Seller and the rights of the Certificateholders
under the Agreement at any time by the Seller and
the Trustee with the consent of the Holders of the
Certificates affected thereby voting as a class
evidencing not less than 51% of the Voting Interests
of all affected Certificates.  Any such consent by
the Holder of this Class A Certificate shall be
conclusive and binding on such Holder and on all
future Holders of this Class A Certificate and of
any Class A Certificate issued upon the transfer
hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent is made
upon this Class A Certificate.  The Agreement also
permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders
of any of the Class A Certificates.

     As provided in the Agreement and subject to
certain limitations set forth therein, the transfer of
this Class A Certificate is registrable in the
Certificate Register upon surrender of this Class A
Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor
Certificate Registrar, in Minneapolis, Minnesota, or
such other office of the Trustee maintained for such
purpose and designated by the Trustee in writing,
accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Class A
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Class A
Certificates of authorized denominations evidencing
the same aggregate interest in the Trust will be
issued to the designated transferee.

     The Class A Certificates are initially issuable
only as registered Class A Certificates without
coupons in denominations of $1,000,000 and
integral multiples of $1,000 in excess thereof,
except that one Class A Certificate may be issued in
a different denomination.  As provided in the
Agreement and subject to certain limitations set
forth therein, Class A Certificates are exchangeable
for new Class A Certificates evidencing the same
aggregate denomination, as requested by the Holder
surrendering the same.  No service charge will be
made to the Holder for any such registration of
transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or
governmental charges payable in connection
therewith.

     The Trustee, the Certificate Registrar, and
any agent of the Trustee or the Certificate Registrar
may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all
purposes, and neither the Trustee, the Certificate
Registrar, nor any such agent shall be affected by
any notice to the contrary.

     The Trust created by the Agreement shall
terminate upon the earliest of (i) payment to the
Certificateholders of all amounts required to be paid
to them pursuant to the Agreement and the
disposition of all property held as part of the Trust
Property, (ii) the purchase as of any Distribution
Date by the Seller of the corpus of the Trust, as
described below, or (iii) the Final Scheduled
Distribution Date.  The Seller may, at its option,
purchase the corpus of the Trust, in whole, at a
price specified in the Agreement, and such purchase
will effect early retirement of the Certificates;
however, such right of purchase is exercisable only
on a Distribution Date following the last day of any
Collection Period as of which the Pool Balance is
less than or equal to 10% of the Original Pool
Balance.<PAGE>
     IN WITNESS WHEREOF, the Trustee, not
in its individual capacity but on behalf of the Trust,
has caused this Class A Certificate to be duly
executed.

                              AEGIS
                              AUTO
                              RECEI
                              VABL
                              ES
                              TRUS
                              T
                              199_-_


                              By:  
                              NOR
                              WEST
                              BANK
                              MINN
                              ESOT
                              A,   
                              NATI
                              ONAL
                              ASSO
                              CIATI
                              ON, as
                              Trustee


                              By      
                                                    
                              
     Name:
                              
     Title:


This is one of the Class A Certificates referred to
     in the within-mentioned Agreement.



NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee


By                                        
Name:
Title:


Dated as of 
_________________, 199_
<PAGE>
                 ASSIGNMENT

     FOR VALUE RECEIVED the undersigned
hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE         


(Please print or typewrite name and address,
including postal zip code, of assignee)



the within Class A Certificate, and all rights
thereunder, hereby irrevocably constituting and
appointing


Attorney
to transfer said Class A Certificate on the books of
the Certificate Registrar, with full power of
substitution in the premises.


Dated:

Name:

_______________
NOTICE:  The signature to this assignment must
correspond with the name as it appears upon the
face of the within Class A Certificate in every
particular, without alteration, enlargement or any
change whatever.  

<PAGE>
                 EXHIBIT A-2

         FORM OF CLASS B CERTIFICATE

     THIS CERTIFICATE IS SUBORDINATED
IN RIGHT OF PAYMENT AS DESCRIBED IN
THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"),OR UNDER THE
SECURITIES OR BLUE SKY LAWS OF ANY
STATE IN THE UNITED STATES OR ANY
FOREIGN SECURITIES LAWS.  BY ITS
ACCEPTANCE OF THIS CERTIFICATE THE
HOLDER OF THIS CERTIFICATE IS DEEMED
TO REPRESENT TO THE SELLER AND THE
TRUSTEE (i) THAT IT IS AN INSTITUTIONAL
INVESTOR THAT IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D
PROMULGATED UNDER THE SECURITIES
ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR") AND THAT IT IS ACQUIRING
THIS CERTIFICATE FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN
ITS FIDUCIARY CAPACITY) FOR
INVESTMENT AND NOT WITH A VIEW TO,
OR FOR OFFER OR SALE IN CONNECTION
WITH, THE PUBLIC DISTRIBUTION HEREOF
OR (II) THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT
AND IS ACQUIRING SUCH CERTIFICATE FOR
ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS
ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF
THIS CERTIFICATE MAY BE MADE BY ANY
PERSON UNLESS EITHER (i) SUCH SALE,
PLEDGE OR OTHER TRANSFER IS MADE TO
THE SELLER, (ii) SUCH SALE, PLEDGE OR
OTHER TRANSFER IS MADE TO AN
INSTITUTIONAL ACCREDITED INVESTOR
THAT EXECUTES A CERTIFICATE,
SUBSTANTIALLY IN THE FORM SPECIFIED
IN THE AGREEMENT, TO THE EFFECT THAT
IT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACTING FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN
ITS FIDUCIARY CAPACITY), (iii) SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, SUCH SALE, PLEDGE OR
OTHER TRANSFER IS MADE TO A PERSON
WHOM THE ISSUER REASONABLY BELIEVES
AFTER DUE INQUIRY IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A), ACTING FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE
QUALIFIED INSTITUTIONAL BUYERS) TO
WHOM NOTICE IS GIVEN THAT THE SALE,
PLEDGE OR TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (iv) SUCH
SALE, PLEDGE OR OTHER TRANSFER IS
OTHERWISE MADE IN A TRANSACTION
EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT,
IN WHICH CASE (A) THE TRUSTEE SHALL
REQUIRE THAT BOTH THE PROSPECTIVE
TRANSFEROR AND THE PROSPECTIVE
TRANSFEREE CERTIFY TO THE TRUSTEE
AND THE SELLER IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH
CERTIFICATION SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE SELLER, AND (B) THE
TRUSTEE SHALL REQUIRE A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT
BE AT THE EXPENSE OF THE SELLER OR
THE TRUSTEE) SATISFACTORY TO THE
SELLER AND THE TRUSTEE TO THE EFFECT
THAT SUCH TRANSFER WILL NOT VIOLATE
THE SECURITIES ACT. NO SALE, PLEDGE OR
OTHER TRANSFER MAY BE MADE TO ANY
ONE PERSON FOR CERTIFICATES WITH A
FACE AMOUNT OF LESS THAN $1,000,000
AND, IN THE CASE OF ANY PERSON ACTING
ON BEHALF OF ONE OR MORE THIRD
PARTIES (OTHER THAN A BANK (AS
DEFINED IN SECTION 3(a)(2) OF THE
SECURITIES ACT) ACTING IN ITS FIDUCIARY
CAPACITY), FOR CERTIFICATES WITH A
FACE AMOUNT OF LESS THAN $1,000,000
FOR EACH SUCH THIRD PARTY.
     
THIS CERTIFICATE MAY NOT BE
PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE.  ACCORDINGLY, TRANSFER
OF THIS CERTIFICATE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH IN THE
AGREEMENT.

<PAGE>
AEGIS AUTO RECEIVABLES TRUST 199
AUTOMOBILE RECEIVABLE PASS THROUGH
CERTIFICATES
CLASS B CERTIFICATE
[PPN:]  
[CUSIP:]
NUMBER R Original Certificate Balance:
Class B Rate:                 
         $_______________________          
         
Final Scheduled Distribution Date:  
Initial Class B Certificate Balance of all Class B
Certificates:  $            

     THIS CERTIFIES THAT
___________________ is the registered owner of
this _________ DOLLARS Class B Certificate. 
This Certificate evidences a fractional undivided
interest in the Aegis Auto Receivables Trust 199_-_
(the "Trust") (excluding the Residual Interest in the
Trust), formed by Aegis Auto Funding Corp. IV, a
Delaware corporation (the "Seller").  The Trust was
created pursuant to a Pooling and Servicing
Agreement dated as of ________________ (the
"Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as backup servicer
(the "Backup Servicer"), and Norwest Bank
Minnesota, National Association, as trustee (the
"Trustee").  The property of the Trust includes,
among other assets, a pool of motor vehicle retail
installment sale contracts secured by new and used
automobiles and light-duty trucks.  (This Class B
Certificate does not represent an interest in or
obligation of the Seller or any of the respective
Affiliates thereof, except to the extent described
below.)  A summary of certain of the pertinent
provisions of the Agreement is set forth below.  To
the extent not otherwise defined herein, the
capitalized terms used herein have the meanings
assigned to them in the Agreement.  The Certificate
Balance of this Class B Certificate will be decreased
by the payments on this Class B Certificate in
respect of principal as described in the Agreement. 
Accordingly, following the initial issuance of the
Class B Certificates, the Certificate Balance of this
Class B Certificate will over time be less than the
original denomination shown above.  Anyone
acquiring this Class B Certificate may ascertain its
current Certificate Balance by inquiry of the
Trustee.  

     This Certificate is one of the duly authorized
Certificates designated as "Automobile Receivable
Pass-Through Certificates", issued in two Classes
(Class A and Class B, collectively, the
"Certificates").  To the extent described in the
Agreement the Class B Certificates are subordinate
in payment to the Class A Certificates.  This Class
B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class B
Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.  The
property of the Trust includes, without limitation,
a pool of motor vehicle retail installment sale
contracts (the "Receivables") acquired on the
Closing Date and on Funding Dates (both as defined
in the Agreement) secured by new and used
automobiles and light-duty trucks (the "Financed
Vehicles"), all moneys due thereunder after the
applicable Cutoff Dates (as defined in the
Agreement), proceeds from claims on certain
insurance policies and certain other rights under the
Agreement, all right, title and interest of the Seller
in and to the Purchase Agreement and any and all
proceeds of the foregoing.

     This Class B Certificate does not purport to
summarize the Agreement and reference is made to
the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and
immunities of the Trustee.  Copies of the
Agreement and all amendments thereto will be
provided to any Certificateholder, at its expense,
upon a written request to the Trustee.

     Under the Agreement, there will be
distributed on the 20th day of each month or, if
such 20th day is not a Business Day, the next
Business Day (the "Distribution Date"),
commencing on ________________, to the person
in whose name this Class B Certificate is registered
at the close of business on the last day of the
Collection Period preceding a Distribution Date or
termination of the Trust (the "Record Date") an
amount equal to the product of the Percentage
Interest evidenced by this Certificate and the
amount, if any required to be distributed to the
holders of all Class B Certificates.

     All payments to Certificateholders shall be
made on each Distribution Date to each
Certificateholder of record on the related Record
Date by check, or, if requested by a
Certificateholder holding Certificates with Original
Certificate Balances in aggregate in excess of
$1,000,000, by wire transfer to the account
designated in writing by such Holder in the form of
Exhibit G to the Agreement (or such other account
as such Certificateholder may designate in writing)
delivered to the Trustee prior to the Determination
Date, in immediately available funds.  Except as
otherwise provided in the Agreement and
notwithstanding the above, the final distribution on
this Class B Certificate will be made after due
notice by the Trustee of the pendency of such
distribution, which notice shall request that the
Certificateholder present and surrender this Class B
Certificate at the office or agency maintained for
that purpose by the Trustee in Minneapolis,
Minnesota.  Surrender of this Class B Certificate
shall not be a condition of payment of the final
distribution; however, the Holder, by accepting this
Class B Certificate, hereby agrees to indemnify and
hold harmless the Trustee, the Seller and the
Certificate Registrar from and against any and all
claims arising from such failure to present and
surrender this Class B Certificate, including but not
limited to claims by third parties claiming to be
bona fide purchasers.

     Unless the certificate of authentication
hereon shall have been executed by an authorized
officer of the Trustee, by manual signature, this
Class B Certificate shall not entitle the Holder
hereof to any benefit under the Agreement or be
valid for any purpose.

     The Class B Certificates do not represent a
recourse obligation of, or an interest in, the Seller,
the Backup Servicer, the Trustee or any Affiliate of
any of them.  The Class B Certificates are limited
in right of payment to certain collections and
recoveries respecting the Receivables, all as more
specifically set forth in the Agreement.  A copy of
the Agreement may be examined during normal
business hours at the principal office of the Seller,
and at such other places, if any, designated by the
Seller, by any Certificateholder upon request.

     The Agreement permits, with certain
exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of
the Seller and the rights of the Certificateholders
under the Agreement at any time by the Seller and
the Trustee with the consent of the Holders of the
Certificates affected thereby voting as a class
evidencing not less than 51% of the Voting Interests
of all affected Certificates.  Any such consent by
the Holder of this Class B Certificate shall be
conclusive and binding on such Holder and on all
future Holders of this Class B Certificate and of any
Class B Certificate issued upon the transfer hereof
or in exchange hereof or in lieu hereof whether or
not notation of such consent is made upon this Class
B Certificate.  The Agreement also permits the
amendment thereof, in certain limited
circumstances, without the consent of the Holders
of any of the Class B Certificates.

     As provided in the Agreement and subject to
certain limitations set forth therein, the transfer of
this Class B Certificate is registrable in the
Certificate Register upon surrender of this Class B
Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor
Certificate Registrar, in Minneapolis, Minnesota, or
such other office of the Trustee maintained for such
purpose and designated by the Trustee in writing,
accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Class B
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Class B
Certificates of authorized denominations evidencing
the same aggregate interest in the Trust will be
issued to the designated transferee.

     The Class B Certificates are initially issuable
only as registered Class B Certificates without
coupons in denominations of $1,000,000 and
integral multiples of $1,000 in excess thereof,
except that one Class B Certificate may be issued in
a different denomination.  As provided in the
Agreement and subject to certain limitations set
forth therein, Class B Certificates are exchangeable
for new Class B Certificates evidencing the same
aggregate denomination, as requested by the Holder
surrendering the same.  No service charge will be
made to the Holder for any such registration of
transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or
governmental charges payable in connection
therewith.

     The Trustee, the Certificate Registrar, and
any agent of the Trustee or the Certificate Registrar
may treat the person in whose name this Class B
Certificate is registered as the owner hereof for all
purposes, and neither the Trustee, the Certificate
Registrar, nor any such agent shall be affected by
any notice to the contrary.

     The Trust created by the Agreement shall
terminate upon the earliest of (i) payment to the
Certificateholders of all amounts required to be paid
to them pursuant to the Agreement and the
disposition of all property held as part of the Trust
Property, (ii) the purchase as of any Distribution
Date by the Seller of the corpus of the Trust as
described below, or (iii) the Final Scheduled
Distribution Date.  The Seller may, at its option,
purchase the corpus of the Trust, in whole, at a
price specified in the Agreement, and such purchase
will effect early retirement of the Certificates;
however, such right of purchase is exercisable only
on a Distribution Date following the last day of any
Collection Period as of which the Pool Balance is
less than or equal to 10% of the Original Pool
Balance.

     IN WITNESS WHEREOF, the Trustee, not
in its individual capacity but on behalf of the Trust,
has caused this Class B Certificate to be duly
executed

AEGIS AUTO RECEIVABLES TRUST 199_-_

By:  NORWEST BANK MINNESOTA, 
     NATIONAL ASSOCIATION, as Trustee


By                               
Name:
Title:


This is one of the Class B Certificates referred to
     in the within-mentioned Agreement.


NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee


By                                 
                              
     Name:
                              
     Title:


Dated as of 
______, 199_
<PAGE>
                 ASSIGNMENT

     FOR VALUE RECEIVED the undersigned
hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE




(Please print or typewrite name and address,
including postal zip code, of assignee)



the within Class B Certificate, and all rights
thereunder, hereby irrevocably constituting and
appointing

 Attorney
to transfer said Class B Certificate on the books of
the Certificate Registrar, with full power of
substitution in the premises.


Dated:



Name:

_______________
NOTICE:  The signature to this assignment must
correspond with the name as it appears upon the
face of the within Class B Certificate in every
particular, without alteration, enlargement or any
change whatever.  
                      

<PAGE>
EXHIBIT B
[RESERVED]
<PAGE>
EXHIBIT C

TRUSTEE'S STATEMENT TO
CERTIFICATEHOLDERS
Aegis Auto Funding Corp. IV
Aegis Auto Receivables Trust 199_-_
Automobile Receivable Pass-Through Certificates

Distribution Date:
Last Day of Collection Period:

I. COLLECTIONS INTEREST PRINCIPAL TOTALS

Scheduled Payments                                  
                                     
Full & Partial Prepayments                          
                                     
Recoveries
Risk Default Insurance Proceeds                     
                                     
Receivable Repurchased by Seller                    
                                     
Miscellaneous Servicer Collections   
Available Interest Distribution Amount
Available Principal Distribution Amount
Total Available Distribution Amount
Reinvestment Income on Collection Account           
                                     
                                     
Withdrawals from
  Reserve Fund                       
                                     
                                     
                                     

Total Amount Available

II. DISTRIBUTIONS 

Backup Servicer Fee
Contingent Servicer Fee
Servicing Fee                        
Trustee and Custodian Fee
Credit Enhancement Fee
Allocation of Expenses by Class
  Class A
  Class B
Class A Interest Distribution
Class A Interest Carryover Shortfall
Class A Principal Distribution
Class A Principal Carryover Shortfall
Class B Interest Distribution
Class B Interest Carryover Shortfall
Class B Principal Distribution
Class B Principal Carryover Shortfall
Funding Account-Prepayment Distribution
Deposits to Reserve Fund
Releases to Seller from Reserve Fund
Total Funds Distributed


III.  CLASS CERTIFICATE BALANCE

Original Class A Certificate Balance
Beginning Class A Certificate Balance
Ending Class A Certificate Balance
Class A Interest Carryover Shortfall
Class A Principal Carryover Shortfall

Class A Certificate Factor

Original Class B Certificate Balance
Beginning Class B Certificate Balance
Ending Class B Certificate Balance
Class B Interest Carryover Shortfall
Class B Principal Carryover Shortfall

Class B Certificate Factor

IV.  POOL BALANCE INFORMATION

Original Pool Balance:
Beginning of Period             End of Period
 Pool Balance
 Pool Factor
 Weighted Average Coupon (WAC)
 Weighted Average Remaining Maturity (WAM) (in months)
 Remaining Number of Receivables

V.  RESERVE FUND
Amount
Beginning Balance
Plus:  Deposits
Plus:  Reinvestment Income
Withdrawals to Certificateholders
  Class A
  Class B 

<PAGE>
Withdrawals for expenses
[Withdrawals for other Series]
Released to Seller

          

Ending Balance



VI.  RECEIVABLES REPURCHASED/SUBSTITUTED BY
SELLER

Number of Receivables Repurchased
Principal Amount
Number of Receivables Substituted 
Principal Amount

VII.  DELINQUENCY INFORMATI
  # ofPrincipal  % of
Contracts Balance Pool Balance

30-59 Days Delinquent
60-89 days Delinquent

Excluding Liquidated and Defaulted Receivables

VIII.  REPOSSESSION INFORMATION  Current
PeriodInventory

Number of Receivables as to which Vehicles have been
Repossessed (and not yet liquidated)

Principal Balances of Receivables relating to Vehicles
which have been Repossessed (and not yet liquidated)         
           

IX.  LIQUIDATED AND DEFAULTED RECEIVABLES
Current Period Cumulative

Number of Liquidated Receivables
Principal Balances of Liquidated Receivables
(Prior to Liquidation)
Number of Defaulted Receivables
           
Principal Balances of Defaulted Receivables
                      

Total Principal Balance of Liquidated
   and Defaulted Receivables
                


 Excludes receivables previously characterized
    as Defaulted Receivables
**Refers to Receivables that have become
  90 days delinquent and are not Liquidated Receivables

X.  RECOVERIES Current Period Cumulative

Liquidation Proceeds
Rebate of Servicer Cancelled Warranty Contracts
VSI Physical Damage/Loss Insurance Proceeds
Consumer Insurance
            
         
   Other

Total Recoveries             
           

XI.  RETENTION AMOUNT

Beginning Balance
Plus:  (Additional Receivables)
Plus:  Quarterly Reserve Loss Deficiency
Less:  Claims approved
Less:  Quarterly Reserve Loss Surplus
Ending Balance

XII.  RISK DEFAULT INSURANCE PROCEEDS
Current Period                            
Cumulative



            
        
Risk Default Insurance Proceeds
            
         

<PAGE>
XIII.  NET LOSSES
Current Period
Cumulative

Principal Balance of Liquidated and
   Defaulted Receivables
Less:  Recoveries 
Less:  Risk Default Insurance Proceeds         
            

Net Losses
            

XIV.  INSURANCE CLAIMS
Current Period                            
Cumulative

Number of Risk Default Insurance Claims
Amount of Risk Default Insurance Claims
Number of VSI Physical Damage/Loss Insurance Claims
Amount of VSI Physical Damage/Loss Insurance Claims
Number of Risk Default Insurance Claims Rejected
Principal Balance of Receivables Rejected
 
XV.  FUNDING ACCOUNT

Beginning Balance
  Withdrawals (Additional Receivables)
  Withdrawals (Reserve Fund)
  Reinvestment Income Retained
  Ending Balance
  
<PAGE>
                  EXHIBIT D

                 [RESERVED]

                      

                      
<PAGE>
                  EXHIBIT E

         LOCATION OF SERVICER FILES



       
       
American Lenders Facilities, Inc.
       
       
2600 Michaelson Drive
Suite 470
Irvine, CA  92715

Systems and Services Technology, Inc.
4315 Pickett Road
St. Jospeh, MO  64503


       
       
<PAGE>
                  EXHIBIT F

                 [RESERVED]

<PAGE>
EXHIBIT G

WIRING INSTRUCTIONS FORM
______________, 19____

Norwest Bank Minnesota, National Association
6th Street and Marquette Avenue
Minneapolis, MN  55479-0070


Re:Aegis Auto Funding Corp. IV Automobile
Receivable Pass-Through Certificates    
Class ___ Issued by Aegis Automobile Receivables
Trust 199_-_ 

Dear Sirs:

In connection with the sale of the above-captioned
Certificate by  to                                
("Transferee") you, as Trustee with respect to the
related Certificates, are instructed to make all
remittances to Transferee as Certificateholder as of 
           , 19    and you are directed to send all
notices to the appropriate party at the address set
forth on Schedule 1 hereto.  You are further
instructed to treat the Transferee as the record
holder for purposes of the              , 199__
Distribution Date.

                              
[Transferee]


By           
Title:


                              
Acknowledged

[Seller]


By                                                   
Title:

<PAGE>
EXHIBIT H


[RESERVED]

<PAGE>
EXHIBIT I


RISK DEFAULT INSURANCE POLICIES

Issuer:Empire Fire and Marine Insurance Company   
Policy Name:Loan Default Insurance 
Policy No.:SB 221447     
Date:     2/6/97    
Named Insured:Aegis Auto Finance, Inc.       



Issuer:The Connecticut Indemnity Company
Policy Name:Secured Value Insurance
Policy No:ZSC 1500270
Date:3/19/97
Named Insured:Aegis Auto Finance, Inc.  


Issuer:The Connecticut Indemnity Company
Policy Name:Secure Value Insurance
Policy No:ZSC 1500271
Date:3/19/97
Named Insured:Aegis Auto Finance, Inc. 

<PAGE>
EXHIBIT J


VSI INSURANCE POLICY




1.   Issuer:Guaranty National Insurance Company
     Policy Name:Lenders Comprehensive Single
Interest Insurance Policy
     Policy No.:ZYG 1500103
     Date:February 1, 1994
     Named Insured:Aegis Capital Markets
     Endorsements:42621-0 (10/93), 42623-0 (10/93),
42624-0 (10/93),
                    42627-0 (10/93), 42629-0
(10/93), 42630-0 (10/93), 41510-0 (6/90), Nos. 7, 8,
Coverage Endorsements dated 3/23/94,
                    9/08/94 and 9/26/94, Nos.
16-24, 30-31

                    
                    
                    
                    
                    
                    
                    
                    

<PAGE>
EXHIBIT K


FORM OF INVESTMENT/TRANSFEREE
LETTER
(Rule 144A Transfer)


                                                      
[Date]



Aegis Auto Funding Corp. IV
525 Washington Boulevard
Jersey City, New Jersey  07310

Norwest Bank Minnesota, National Association
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0070
Attention:  Corporate Trust Services Asset Backed
Administration

          Aegis Auto Funding Corp. IV
          Aegis Auto Receivables Trust 199_-_
          Automobile Receivable Pass-Through
Certificates, Class ___

Ladies and Gentlemen:

     The undersigned (the "Purchaser") proposes
to purchase one or more Automobile Receivable
Pass-Through Certificates, Class ___ (the
"Certificates") issued by Aegis Auto Receivables
Trust 199_-_ (the "Trust") pursuant to that certain
Pooling and Servicing Agreement dated as of
_________________ (the "Pooling and Servicing
Agreement") by and among Aegis Auto Funding
Corp. IV, a Delaware corporation, as seller
("Seller"), Norwest Bank Minnesota, National
Association, as Backup Servicer, and Norwest Bank
Minnesota, National Association, as Trustee. 
Unless the context or use indicates another or
different meaning, each capitalized term used herein
and not otherwise defined herein shall have the
meaning ascribed to it in the Pooling and Servicing
Agreement.

     1.   The undersigned hereby certifies that,
as indicated below, the undersigned is the President,
Chief Executive/Financial Officer, Senior Vice
President or other executive officer or investment
officer of the Purchaser.

     2.   In connection with the purchase by
the Purchaser of the Certificates, the undersigned
hereby certifies to you that the Purchaser is a
"qualified institutional buyer" as defined in Rule
144A ("Rule 144A") promulgated under the
Securities Act of 1933, as amended, because:

[ ]  (a)  The Purchaser owned or invested on a
     discretionary basis $100 million in securities
     (except for the excluded securities referred
     to below) as of the end of the Purchaser's
     most recent fiscal year (such amount being
     calculated in accordance with Rule 144A)
     and the Purchaser satisfies the criteria in the
     subcategory marked below (check one): 

     [ ]  Insurance Company.  The Purchaser
          is an insurance company whose
          primary and predominant business
          activity is the writing of insurance or
          the reinsuring of risks underwritten
          by insurance companies and which is
          subject to supervision by the
          insurance commissioner or a similar
          official or agency of a State or
          territory or the District of Columbia.

     [ ]  Investment Company.  The
          Purchaser is (i) an investment
          company registered under the
          Investment Company Act of 1940, as
          amended (the "Investment Company
          Act") or (ii) a business development
          company as defined in Section
          2(a)(48) of that Act.

     [ ]  Small Business Investment Company. 
          The Purchaser is a Small Business
          Investment Company licensed by the
          U.S. Small Business Administration
          under Section 301(c) or (d) of the
          Small Business Investment Act of
          1958.

     [ ]  Corporation, Etc.  The Purchaser is
          an organization described in Section
          501(c)(3) of the Internal Revenue
          Code of 1986, as amended, a
          corporation (other than a bank,
          savings and loan association or
          similar institution), partnership or
          Massachusetts or similar business
          trust.

     [ ]  State or Local Plan.  The Purchaser
          is a plan established and maintained
          by a State or its political
          subdivisions, or any agency or
          instrumentality of a State or its
          political subdivisions, for the benefit
          of its employees.   

     [ ]  ERISA Plan.  The Purchaser is an
          employee benefit plan within the
          meaning of Title I of the Employee
          Retirement Income Security Act of
          1974.

     [ ]  Trust Fund.  The Purchaser is a trust
          fund whose trustee is a bank or trust
          company and whose participants are
          exclusively plans established and
          maintained by a State or its political
          subdivision, or any agency or
          instrumentality of a State or its
          political subdivisions, for the benefit
          of its employees.

     [ ]  Business Development Company. 
          The Purchaser is a business
          development company as defined in
          Section 202(a)(22) of the Investment
          Adviser Act of 1940.

     [ ]  Investment Advisor.  The Purchaser
          is an investment advisor registered
          under the Investment Advisers Act of
          1940, as amended.

[ ]  (b)  The Purchaser is a dealer registered
     pursuant too Section 15 of the Exchange
     Act, acting for its own account or the
     accounts of other qualified institutional
     buyers, that in the aggregate owns and
     invests on a discretionary basis at least $10
     million of securities of issuers that are not
     affiliated with the dealer, provided that
     securities constituting the  whole or a part of
     an unsold allotment to or subscription by a
     dealer as a participant in a public offering
     shall not be deemed to be owned such
     dealer.

[ ]  (c)  The Purchaser is a dealer registered
     pursuant to Section 15 of the Exchange Act
     acting in a riskless principal transaction on
     behalf of a qualified institutional buyer.

[ ]  (d)  The Purchaser is an investment
     company registered under the Investment
     Company Act, acting for its own account or
     for the accounts of other qualified
     institutional buyers, that is part of a family
     of investment companies which own in the
     aggregate at least $100 million in securities
     of issuers other than issuers that are
     affiliated with the investment company or
     are part of such family of investment
     companies.  "Family of investment
     companies" means any two or more
     investment companies registered under the
     Investment Company Act, except for a unit
     investment trust whose assets consist solely
     of shares of one or more registered
     investment companies, that have the same
     investment adviser (or, in the case of unit
     investment trusts, the same depositor),
     provided that, for purposes of this section:

          (A)  each series of a series company
          (as defined in Rule 18f-2 under the
          Investment Company Act (17 CFR
          270.18f-2)) shall be deemed to be a
          separate investment company; and

          (B)  investment companies shall be
          deemed to have the same adviser (or
          depositor) if their advisers (or
          depositors) are majority-owned
          subsidiaries of the same parent, or if
          on investment company's adviser (or
          depositor) is a majority-owned
          subsidiary of the other investment
          company's adviser (or depositor).

[ ]  (e)  The Purchaser is an entity, all of the
     equity owners of which are qualified
     institutional buyers, acting for its own
     account or the accounts of other qualified
     institutional buyers.

[ ]  (f)  The Purchaser is a bank as defined in
     Section 3(a)(2) of the Act, any savings and
     loan association or other institution as
     referenced in Section 3(a)(5)(A) of the Act,
     or any foreign bank or savings and loan
     association or equivalent institution, acting
     for its own account or the accounts of other
     qualified institutional buyers, that in the
     aggregate owns and invests on a
     discretionary basis at least $100 million in
     securities of issuers that are not affiliated
     with it and that has an audited net worth of
     at least $25 million ad demonstrated in its
     latest annual financial statements, as of a
     date not more than 16 months preceding the
     date of sale under the Rule in the case of a
     U.S. bank or savings and loan association,
     and not more than 18 months preceding such
     date of sale for a foreign bank or savings
     and loan association or equivalent
     institution. 

     The term "securities" as used herein does
not include (i) securities of issuers that are affiliated
with the Purchaser, (ii) securities that are part of an
unsold allotment to or subscription by the Purchaser
(if the Purchaser is a dealer), (iii) bank deposit
notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and
commodity swaps.

     For purposes of determining the aggregate
amount of securities owned or invested on a
discretionary basis by the Purchaser, the Purchaser
used the cost of such securities to the Purchaser and
did not include any of the securities referred to in
the preceding paragraph.

     Further, in determining such aggregate
amount, the Purchaser may have included securities
owned by subsidiaries of the Purchaser, but only if
such subsidiaries are consolidated with the
Purchaser in its financial statements prepared in
accordance with generally accepted accounting
principles and if the investments of such
subsidiaries are managed under the Purchaser's
direction.  However, such securities were not
included if the Purchaser is a majority-owned,
consolidated subsidiary of another enterprise and the
Purchaser is not itself a reporting company under
the Securities Exchange Act of 1934, as amended.
  
     3.   The Purchaser certifies and
acknowledges that it is familiar with Rule 144A and
understands that you and your customers (if you act
as a broker for one or more customers) are relying
on the statements made therein.

     4.   The Purchaser certifies that the
Purchaser is purchasing the Certificates in the
capacity marked below (check one):

[  ] The Purchaser certifies that the Purchaser is
     purchasing the Certificates for its own
     account only; or

[  ] The Purchaser certifies that the Purchaser is
     purchasing the Certificates for the account
     of [one] [specify number:] other qualified
     institutional buyer(s), [each of] which is a
     "qualified institutional buyer."  (Draw a line
     through inapplicable words and brackets.)

     5.   The Purchaser certifies that, to the
extent it has requested same, it has received from
the Seller the information that satisfies the
requirements of paragraph (d)(4) of Rule 144A (the
"Rule 144A Information").

     6.   The Purchaser certifies that it will
comply with all applicable federal and state
securities laws in connection with any subsequent
resale by the Purchaser of the Certificates.  The
Purchaser acknowledges that no Certificates may be
exchanged for any new Certificates having an initial
principal balance of less than $1,000,000.

     7.   The Purchaser understands and
acknowledges that the Certificates have not been
and will not be registered under the Securities Act
of 1933, as amended, or any state securities laws
and may be resold only if (a) the Certificates are
registered pursuant to the provisions of the
Securities Act of 1933, as amended, and such state
securities laws, or (b) if an exemption from such
registration is available.  The Purchaser understands
and acknowledges that the Seller is not required to
register the Certificates and that any transfer must
comply with Section 7.03 of the Agreement.  The
Trustee is not obligated to provide Rule 144A
Information.

     8.   The Purchaser understands that there
is no market, nor is there any assurance that a
market will develop, for the Certificates and that
the Seller does not have any obligation to make or
facilitate any such market (or to otherwise
repurchase the Certificates from the Purchaser)
under any circumstances.

     9.   The Purchaser has consulted with its
own legal counsel, independent accountants and
financial advisors to the extent it deems necessary
regarding the tax consequences to it of ownership of
the Certificates, is aware that its taxable income
with respect to the Certificates in any accounting
period may not correspond to the cash flow (if any)
from the Certificates for such period, and is not
purchasing the Certificates in reliance on any
representations of the Seller or its counsel with
respect to tax matters.

     10.  [For III Finance and III Global only: 
The purchaser acknowledges that it or its affiliate
has acted as a warehouse lender to the originator of
the Receivables backing the Certificates and, as
such, it has had substantial access to information
relating to the Trust and the assets backing the
Certificates]  The Purchaser has had the
opportunity to review the documents providing for
the issuance of the Certificates and to ask questions
and receive answers concerning the terms and
conditions of the transactions contemplated thereby
and to obtain additional information necessary to
verify the accuracy and completeness of any
information furnished to the Purchaser or to which
the Purchaser had access.  The Purchaser
acknowledges that no offering memorandum or
other offering literature has been prepared in
connection with the offering of the Certificates and
that it is not relying on any party for furnishing or
verifying information relating to the Seller, the
Trust or other parties to this transaction or their
respective financial condition, or with respect to
any assets of the Trust or which relates in any way
to the Certificates or any security relating to the
Certificates.  The Purchaser has been represented
by its own legal counsel to the extent it deems
necessary in connection with the offering of the
Certificates and is not relying on counsel to the
Trust or counsel to any other party with respect to
the matters relating, directly or indirectly, to the
furnishing or verifying of information relating to the
Seller, the Trust or any parties to the transaction or
their respective financial condition or with respect
to any assets of the Trust or which relates in any
way to the Certificates or any security relating to
the Certificates.

     11.  The Purchaser hereby further agrees
to be bound by all the terms and conditions of the
Certificates as provided in the Pooling and
Servicing Agreement.

<PAGE>
     12.  If the Purchaser sells any of the
Certificates, the Purchaser will obtain from any
subsequent purchaser the same representations
contained in this Letter.

Very truly yours                                           
        
                              
[PURCHASER]


By              


Name                               
Title                         <PAGE>
EXHIBIT L


FORM OF INVESTOR LETTER
(Non-Rule 144A Purchase of Class B Certificates)



                
[Date]



Aegis Auto Funding Corp. IV
525 Washington Boulevard
Jersey City, New Jersey  07310

Norwest Bank Minnesota, National Association
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0070
Attention:  Corporate Trust Services Asset Backed
Administration
                      
Aegis Auto Funding Corp. IV
Aegis Auto Receivables Trust 199_-_
Automobile Receivable Pass-Through Certificates,
Class B

Ladies and Gentlemen:

     The undersigned (the "Purchaser") proposes
to purchase certain Automobile Receivable
Certificates, Class B (the "Certificates") issued by
Aegis Auto Receivables Trust 199_-_ (the "Trust)
pursuant to a Pooling and Servicing Agreement
dated as of _________________ (the "Pooling and
Servicing Agreement"), among Aegis Auto Funding
Corp. IV, as Seller, Norwest Bank Minnesota,
National Association, as Backup Servicer, and
Norwest Bank Minnesota, National Association as
Trustee.  Unless the context or use indicates another
or different meaning, each capitalized term used
herein and not otherwise defined herein shall have
the meaning ascribed to it in the Pooling and
Servicing Agreement.

     The Purchaser represents and warrants that:

     (a)  Information.   The Purchaser
acknowledges that it or its affiliate has acted as a
warehouse lender to the originator of the
Receivables and, as such, it has had substantial
access to information relating to the Trust and the
assets backing the Certificates.  The Purchaser
acknowledges that no offering memorandum or
other offering literature has been prepared in
connection with the offering of the Certificates and
that it is not relying on any party for furnishing or
verifying information relating to the Seller, the
Trust or other parties to this transaction or their
respective financial condition, or with respect to
any assets of the Trust or which relates in any way
to the Certificates or any security relating to the
Certificates.  The Purchaser acknowledges that it
has made such investigation as the Purchaser deems
necessary to evaluate the merits and risks involved
with an investment in the Certificates, and has had
an opportunity to review the documents providing
for the issuance of the Certificates and to meet with
officers and employees of the Seller and to ask
questions and receive answers regarding an
investment in the Certificates and has asked any
question he desired to ask and has received answers
with respect to such questions to the full satisfaction
of the Purchaser, and the Purchaser confirms that
all requested documents, records and books
pertaining to the investment in the Certificates have
been made available or delivered to the Purchaser,
and the Purchaser has relied exclusively on such
information.  The Purchaser has been represented
by its own legal counsel to the extent it deems
necessary in connection with the offering of the
Certificate and is not relying on counsel to the Trust
or counsel to any other party with respect to any
matters relating, directly or indirectly, to the
furnishing or verifying of information relating to the
Seller, the Trust or other parties to the transaction
or their respective financial condition or with
respect to any assets of the Trust or which relates in
any way to the Certificates or any security relating
to the Certificates. 

     (b)  No Reliance on Other Purchasers.  In
making its investment decision with respect to
subscribing for the Certificates, the Purchaser has
not relied upon any statement, representation or
advice of any other Purchaser of the Certificates.

     (c)  Purchase for Investment.  The
Purchaser is purchasing the Certificates without a
view to any distribution, assignment, resale or other
disposition of the Certificates in any manner which
would violate the Securities Act of 1933, as
amended (the "Securities Act"), or applicable state
securities or "Blue Sky" laws, subject, nevertheless,
to the understanding that the disposition of the
Purchaser's property shall at all times be and
remain within the  Purchaser's control, and the
Certificates are being purchased solely for the
Purchaser's own account for investment purposes
only and not for the account of any other person.

     (d)  Institutional Accredited Investor. 
The Purchaser is an institutional "accredited
investor" as defined in Rule 501 under the
Securities Act as follows (check one):

     (  ) A bank as defined in Section 3(a)(2)
of the Securities Act, whether acting in its
individual or fiduciary capacity;

     (  ) A savings and loan association or
other institution as defined in Section 3(a)(5)(A) of
the Securities Act, whether acting in its individual
or fiduciary capacity;

     (  ) A broker or dealer registered
pursuant to Section 15 of the Securities Exchange
Act of 1934;

     (  ) An insurance company as defined in
Section 2(13) of the Securities Act;

     (  ) An investment company registered
under the Investment Company Act of 1940 or a
business development company as defined in
Section 2(a)(48) of that Act;

     (  ) A Small Business Investment
Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958;

     (  ) An employee benefit plan within the
meaning of Title I of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the
investment decision is made by a plan fiduciary (as
defined in Section 3(21) of ERISA) which is a
bank, savings and loan association, insurance
company or registered investment advisor, or if the
plan has total assets in excess of $5,000,000 or, if
a self-directed plan, with investment decisions made
solely by accredited investors;

     (  ) A plan established or maintained by
a state, its political subdivisions, or any agency or
instrumentality of a state or its political
subdivisions, for the benefit of its employees, if
such plan has total assets in excess of $5,000,000;

     (  ) A private business development
company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;

     (  ) An organization described in Section
501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust
or partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets
in excess of $5,000,000;

     (  ) A trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is
directed by a person having such knowledge and
experience in financial and business matters to be
capable of evaluating the merits and risks of an
investment in the Certificates; or
          
     (  ) An entity in which all of the equity
owners fall within one of the foregoing categories
of "accredited investors."

(e)  Exempt Offering.  The Purchaser
understands that the Certificates are not being
registered under the Securities Act or any state
securities or "Blue Sky" laws and are being sold in
reliance on exemptions from the registration
requirements of the Securities Act and any such
laws for non-public offerings.  The Purchaser
understands that the exemptions from the
registration requirements under state securities laws
upon which the Certificates is relying require that
the Purchaser be one of the types of investors
specified in subsection (d) above under the
applicable state securities law and the Purchaser is
such an investor.  The Purchaser further
understands that the Certificates must be held
indefinitely unless subsequently registered under the
Securities Act, any applicable state securities or
"Blue Sky" laws or unless exemptions from the
registration requirements of the Securities Act and
such laws are available.  The Purchaser represents,
warrants and agrees that, if at some future time the
Purchaser wishes to dispose of or exchange any of
the Certificates, the Purchaser will not do so unless
before any such sale, transfer or other disposition
the Purchaser shall have furnished to the Trustee
either (a) a certificate of the transferee that the
transferee is a "qualified institutional buyer" within
the meaning of Rule 144A promulgated pursuant to
the Securities Act or (b) a certificate of the
transferee that the transferee is an institutional
"accredited investor" as defined in Rule 501(a) of
the Securities Act and, in the case of (b) only, an
opinion of counsel satisfactory in form and
substance to the Trustee and the transferor, to the
effect that the sale, transfer or other disposition of
such Certificate has been registered under the
Securities Act, or that such sale, transfer or other
disposition does not require registration under the
Securities Act.

     (f)  Legal Investment.  The Purchaser
understands that there may be restrictions on the
ability of certain investors, including, without
limitation, depository institutions, either to purchase
the Certificates or to purchase investments having
characteristics similar to those of the Certificates
representing more than a specified percentage of the
investor's assets, and the Purchaser further
represents and warrants that it has consulted, and
relied on the advice of, its own legal advisor in
determining whether and to what extent the
Certificates constitute a legal investment for the
Purchaser.

(g)  The Purchaser (i)  has no need for liquidity
with respect to the  Certificates, (ii) is able to bear
the economic risks of an investment in the
Certificates for an indefinite period and (iii) is able
to afford a complete loss of such investment.  The
Purchaser has such knowledge and experience in
financial and business matters to use the information
made available in connection with the offering of
the Certificates, to evaluate the merits and risks of
the prospective investment in the Certificates and to
make an informed business decision with respect
thereto.  The Purchaser understands that the Seller
will rely upon the information supplied by the
Purchaser pursuant to this Agreement in order to
verify this representation and warranty and
represents that such information is true and correct
in all respects.  The Purchaser understands that a
false representation may constitute a violation of
law, that any person which suffers damage as a
result of a false representation may have a claim
against the undersigned for damages for which the
undersigned will indemnify the Seller and its
affiliates pursuant to the terms of this Agreement.

     (h)  The Purchaser recognizes that an
investment in the Certificates involves significant
risks.

     (i)  The Purchaser understands that no
offering memorandum has been prepared for filing
with or review by any state securities administrators
because of the representations made by the Seller as
to the private or limited nature of the offering.

     (j)  The Purchaser understands that there
is no established market for the Certificates and that
none may develop and, accordingly, that the
Purchaser must bear the economic risk of an
investment in the Certificates for an indefinite
period of time.

     (k)  The Purchaser agrees that it is bound
by and will abide by the provisions of the Pooling
and Servicing Agreement pursuant to which the
Certificates are issued.

     (l)  All information which the Purchaser
has provided to the Seller concerning the Purchaser
is correct and complete as of the date hereof, and if
there should be any adverse change in such
information before receiving notification that this
subscription has been accepted, the Purchaser will
immediately provide the Seller with such
information.

Very truly yours,
                         

         
     [PURCHASER]
By                      
Name                 
Title                 <PAGE>
EXHIBIT M

FORM OF ERISA REPRESENTATION
LETTER


________________  
(Date)

Aegis Auto Funding Corp. IV
525 Washington Boulevard
Jersey City, NJ  07130

Norwest Bank Minnesota, National  Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0070
Attention:  Corporate Trust ServicesAsset Backed
Administration

Re:Aegis Auto Funding Corp. IV 
Aegis Auto Receivables Trust 199_-_
Auto Receivable Pass-Through Certificates, Class
____    

Ladies and Gentlemen:

     [NAME OF OFFICER]
_______________________ HEREBY CERTIFIES
THAT:

     1.   [That he [she] is [Title of Officer] 
________________________  of [Name of
Transferee]
___________________________________ (the
"Transferee"), a [savings institution] [corporation]
duly organized and existing under the laws of [the
State of _____________] [the United States], on
behalf of which he [she] makes this affidavit.

     2.   The Transferee (i) is not, and on
_________ [insert date of transfer of Certificate to
Transferee] will not be, and on such date will not
be investing the funds of, an employee benefit plan
subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan
subject to Section 4975 of the Code or (ii) is an
insurance company investing assets of its general
account and the exemption provided by Section
III(a) of Department of Labor Prohibited
Transaction Class Exemption 95-60, 60 Fed. Reg.
35925 (July 12, 1995) (the "Exemption") applies to
the transferee's acquisition and holding of such
Certificate.

     3.   The Transferee hereby acknowledges
that under the terms of the Pooling and Servicing
Agreement (the "Agreement") among Aegis Auto
Funding Corp. IV, and Norwest Bank Minnesota,
National Association, as Backup Servicer and as
Trustee, dated as of _________________, no
transfer of any Class A or Class B Certificates shall
be permitted to be made to any person unless the
Trustee has received (i) a certificate from such
transferee to the effect that such transferee (A) is
not an employee benefit plan subject to ERISA or
a plan subject to Section 4975 of  the Code (a
"Plan") and is not using assets of any such
employee benefit or other plan to acquire any such
Certificate or (B) is an insurance company investing
assets of its general account and the Exemption
applies to the transferee's acquisition and holding of
such Certificate or (ii) an opinion of counsel
satisfactory to the Trustee to the effect that the
purchase and holding of any such Certificate will
not constitute or result in the assets of the Trust
created by the Agreement begin deemed to be "plan
assets" and subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code
and will not subject the Trustee or the Seller to any
obligation in addition to those undertaken in the
Agreement (provided, however, that the Trustee
will not require such certificate or opinion in the
event that, as a result of changed of law or
otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase
and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such
Certificate with the assets of a Plan will not
constitute or result in a prohibited transaction under
ERISA or Section 4975 of the Code).

     IN WITNESS WHEREOF, the Transferee
has caused this instrument to be executed on its
behalf, pursuant to authority of its Board of
Directors, by its [Title of Officer]
__________________, this day of _____, 199_.


______________________
                         
[name of Transferee]


By:_______________________________________
Name:
Title:

<PAGE>
                  EXHIBIT N

              NOTICE OF FUNDING

     In accordance with the Pooling and
Servicing Agreement dated as of
_________________ by and among Norwest Bank
Minnesota, National Association, as backup servicer
and as trustee, and Aegis Auto Funding Corp. IV,
a Delaware corporation (the "Pooling and Servicing
Agreement"), the undersigned hereby gives notice
of a Funding Date to occur on ____________, 19  
for each of the Receivables listed on Schedule I to
the Assignment executed by the undersigned and
accompanying this Notice of Funding.  Unless
otherwise defined herein, capitalized terms have the
meanings set forth in the Pooling and Servicing
Agreement.

Such Receivables represent the following amounts:

Principal Balance of Receivables 
as of the Cutoff Date:     $______________
Amount to be transferred
to the Reserve Fund from
the Funding Account:       $______________

Amount to be wired to the undersigned or its 
designee (Aegis Finance) in payment for such
Receivables:               $______________
                                             
     The undersigned hereby certifies that, in
connection with the Funding Date specified above,
the undersigned has complied with all terms and
provisions specified in Section 3.08 of the Pooling
and Servicing Agreement, including, but not limited
to, delivery of the Officers' Certificate, as specified
therein.

Date: ________________, 199  

                                  
     AEGIS AUTO FUNDING CORP. IV,
                                  
     a Delaware Corporation, as Seller

By                                         
     Angelo R. Appierto
     President<PAGE>
EXHIBIT O
OFFICER'S CERTIFICATE

re:  Funding Date

AEGIS AUTO FUNDING CORP. IV


To:Norwest Bank Minnesota, National Association
Corporate Trust Services Asset Backed
Administration
Sixth Street and Marquette Avenue   
Minneapolis, MN  55479-0070         
Fax 612-667-9825

This Officer's Certificate is being issued in
accordance with Section 3.08 of the Pooling and
Servicing Agreement dated as of
_________________ (the "Pooling and Servicing
Agreement") by and among Aegis Auto Funding
Corp. IV, a Delaware corporation, as seller
("Seller"), and Norwest Bank Minnesota, National
Association, as Backup Servicer and as Trustee. 
Terms not otherwise defined herein shall have the
meanings ascribed thereto in the Pooling and
Servicing Agreement.

By his signature below, the undersigned certifies
that:

 (a)  The matters set forth in Section
3.01(b) of the Purchase Agreement by and between
Aegis Auto Finance, Inc., as the transferor named
therein, and Seller, as transferee, are true and
correct.  All Receivables acquired on the Funding
Date to occur on ________, 199  constitute
Additional Receivables meeting the criteria specified
in the Purchase Agreement; and

 (b)  The representations and warranties
set forth in Sections 3.01(a) and (b) of the Pooling
and Servicing Agreement are true and correct as of
the date hereof; and

 (c)  The documents listed in Sections
3.08(b)(i) and (ii) of the Pooling and Servicing
Agreement are being delivered to the Trustee in its
capacity as Custodian on or before the Funding
Date specified herein.

Dated:  __________, 199_            

                          
 AEGIS AUTO FUNDING CORP. IV,
                          
 a Delaware corporation, as Seller



By            
Angelo R. Appierto, President<PAGE>
                  EXHIBIT P

                 ASSIGNMENT


In accordance with the Pooling and Servicing
Agreement dated as of _________________ by and
among Aegis Auto Funding Corp. IV, a Delaware
corporation (the "Seller"), and Norwest Bank
Minnesota, National Association, as trustee (the
"Trustee") and as backup servicer (the "Backup
Servicer") (the "Pooling and Servicing
Agreement"), the Seller hereby assigns, transfers
and otherwise conveys unto the Trustee in trust for
the benefit of the Certificateholders, without
recourse (capitalized terms used herein and not
otherwise defined shall have the meaning assigned
to them in the Pooling and Servicing Agreement):
(i) all right, title and interest of the Seller in and to
the Receivables identified on Schedule I attached
hereto (the "Receivables"), and all moneys received
thereon, on and after the Cutoff Date; (ii) the
interest of the Seller in the security interests in the
Financed Vehicles granted by the Obligors pursuant
to the Receivables and all certificates of title to such
Financed Vehicles; (iii) the interest of the Seller in
any Risk Default Insurance Proceeds or any
proceeds from claims on Insurance Policies
(including the VSI Insurance Policy) covering the
Receivables, the Financed Vehicles or Obligors
from the Cutoff Date; (iv) the right of the Seller to
realize upon any property (including the right to
receive future liquidation Proceeds) that shall have
secured a Receivable and have been repossessed by
or on behalf of the Trustee; (v) the interest of the
Seller in any Dealer Recourse; (vi) all right, title
and interest in the Seller in and to the Purchase
Agreement; (vii) all right, title and interest of the
Seller in and to the Funding Account and any
monies and investments on deposit therein and (viii)
the proceeds of any and all of the foregoing.  The
foregoing sale does not constitute and is not
intended to result in any assumption by the Trustee
of any obligation of the undersigned to the
Obligors, insurers or any other person in connection
with the Receivables, Custodian Files, Servicer
Files, any insurance policies or any agreement or
instrument relating to any of them.

 This Assignment is made pursuant to and
upon the representations, warranties and agreements
contained in the Pooling and Servicing Agreement.

 IN WITNESS WHEREOF, the undersigned
has caused this Assignment to be duly executed as
of        , 199 .

                          
AEGIS AUTO FUNDING CORP. IV,
a Delaware corporation


By                                          
Angelo R. Appierto, President
<PAGE>
EXHIBIT Q

[RESERVED]


<PAGE>
                  EXHIBIT R

            TRUSTEE'S CERTIFICATE
                      


    Norwest Bank Minnesota, National
Association, as trustee (the "Trustee") of the Aegis
Auto Receivables Trust Series 199_-_ created
pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") dated as
of _________________ among Aegis Auto Funding
Corp. IV (the "Seller"), Norwest Bank Minnesota,
National Association, as backup servicer (the
"Backup Servicer") and as trustee (the "Trustee"),
does hereby sell, transfer, assign and otherwise
convey to the Seller, without recourse,
representation or warranty, all of the Trustee's
right, title and interest in and to all of the
Receivables (as defined in the Pooling and Servicing
Agreement) identified in the attached Servicer's
Certificate of "Purchased Receivables," which are
to be repurchased by the Seller pursuant to Section
3.02 of the Pooling and Servicing Agreement, and
all security and documents relating thereto.

    IN WITNESS WHEREOF, I have hereunto
set my hand this      day of            199 .

    
    
    
    
    Norwest Bank Minnesota, National 
    
    Association, as Trustee



    
    
    
    
    
    
    
    
    
    
    [Name]
    
    
    
    
    
    [Title]
<PAGE>
                  EXHIBIT S

                 [RESERVED]


<PAGE>
APPENDIX B
TO THE AMENDED AND RESTATED MASTER
TRUST AGREEMENT

FORM OF POOLING AND SERVICING
AGREEMENT


                        



        AEGIS AUTO FUNDING CORP. IV,
       a Delaware Corporation, Seller 


                     and

      NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
         Trustee and Backup Servicer



POOLING AND SERVICING AGREEMENT

Dated as of _________________


                            

$______________

AEGIS AUTO RECEIVABLES TRUST 199_-_
                      
AUTOMOBILE RECEIVABLE PASS-
THROUGH CERTIFICATES 

                                                               
                                                  
<PAGE>
              TABLE OF CONTENTS


Page

ARTICLE I.CREATION OF TRUST   1

ARTICLE II.CONVEYANCE OF RECEIVABLES
1

ARTICLE III.ACCEPTANCE BY TRUSTEE 3

ARTICLE IV.INCORPORATION OF STANDARD
TERMS AND CONDITIONS 3

ARTICLE V.SPECIAL DEFINITIONS AND
TERMS                4

ARTICLE VI.ADDITIONAL SELLER
REPRESENTATIONS       5

ARTICLE VII. CERTIFICATE DELIVERY AND
REGISTRATION          5

ARTICLE VIII.    APPLICATION OF 
PROCEEDS 6

TESTIMONIUM

SIGNATURES

APPENDIX A  Schedule of Receivables

APPENDIX B  Amended and Restated Standard
Terms and Conditions

APPENDIX C  Risk Default Insurance Policy
Endorsement

APPENDIX D  VSI Insurance Policy Endorsement 

APPENDIX E  Direction as to Registration of
Certificates

APPENDIX F  General Certificate of Aegis Auto
Funding Corp. IV

APPENDIX G  Form of Term Note
<PAGE>
       POOLING AND SERVICING AGREEMENT

     This POOLING AND SERVICING
AGREEMENT is dated as of ____________ (this
"Agreement") among Aegis Auto Funding Corp.
IV, a Delaware corporation, as Seller (the "Seller")
and Norwest Bank Minnesota, National Association,
a national banking association, as trustee for the
Trust (the "Trustee") and as Backup Servicer (the
"Backup Servicer") and is made with respect to the
formation of the Aegis Auto Receivables Trust
199_-_ (the "Trust").

     WHEREAS, the Seller and the Trustee
desire to form a trust pursuant to the Amended and
Restated Master Trust Agreement dated as of April
1, 1997 (the "Amended and Restated Master Trust
Agreement") by and between the Seller and the
Trustee, and provide for the issuance of a series of
Automobile Pass-Through Certificates by such trust; 

     NOW, THEREFORE, in consideration of
the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:

                  ARTICLE I

              CREATION OF TRUST

     Upon the execution of this Agreement by the
parties hereto, there is hereby created the Aegis
Auto Receivables Trust 199_-_.  The situs and
administration of the Trust shall be in Minneapolis,
Minnesota or in such other city in which the
Corporate Trust Office is located from time to time.

                 ARTICLE II

          CONVEYANCE OF RECEIVABLES

[Note:  Delete bracketed provisions if no Funding
Period is applicable.  Remove brackets if there will
be a Funding Period.]

     Section 2.01.  Conveyance by Seller.

          (a)  In consideration of the
     Trustee's delivery of the Certificates to or
     upon the order of the Seller in an aggregate
     principal amount equal to the aggregate
     Principal Balance of the Initial Receivables
     [plus the Original Pre-Funded Amount,] the
     Seller does hereby irrevocably sell, assign,
     and otherwise convey to the Trustee, in trust
     for the benefit of the Certificateholders,
     without recourse (subject to the obligations
     herein):

                
         (i)    all right, title and interest of the Seller in
         and to the Initial Receivables identified on
         Appendix A hereto, all Excess Interest Collections
         thereon and all other moneys received thereon on
         and after the Cutoff Date;  

            (ii)    the interest of the
         Seller in the security interests in the
         Financed Vehicles granted by the
         Obligors pursuant to the Initial
         Receivables;

           (iii)    the interest of the
         Seller in any Risk Default Insurance
         Proceeds and any proceeds from
         claims on any Insurance Policies
         (including the VSI Insurance Policy)
         covering the Initial Receivables, the
         Financed Vehicles or the Obligors
         from the Cutoff Date;


            (iv)    the right of the Seller
         to realize upon any property
         (including the right to receive future
         Liquidation Proceeds) that shall have
         secured an Initial Receivable and
         have been repossessed by or on
         behalf of the Trust;

             (v)    the interest of the
         Seller in any Dealer Recourse
         relating to the Initial Receivables;

            (vi)    all right, title and
         interest of the Seller in and to the
         Purchase Agreement; and

           (vii)    the proceeds of any
         and all of the foregoing.

          [(b) Subject to the conditions set
     forth in Section 3.08 of the Amended and
     Restated Standard Terms incorporated
     herein, in consideration of the Trustee's
     delivery on the related Funding Dates to or
     upon the order of the Seller of all or a
     portion of the balance in the Funding
     Account in an amount equal to the aggregate
     Receivables Cash Purchase Price of the
     Additional Receivables to be acquired on the
     Funding Date, the Seller shall on such
     Funding Date sell, transfer, assign, set over
     and otherwise convey to the Trustee,
     without recourse (subject to the obligations
     herein): 

               
          (i)  all right, title and interest of the Seller in
          and to the Additional Receivables, all Excess
          Interest Collections thereon and all other moneys
          received thereon on and after the related Cutoff
          Date; 

               
          (ii) the interest of the Seller in the security
          interests in the Financed Vehicles granted by
          Obligors pursuant to the Additional Receivables;
 
               
          (iii)     the interest of the Seller in any Risk Default
          Insurance Proceeds or any proceeds from claims on
          any Insurance Policies (including the VSI Insurance
          Policy) covering the Additional Receivables, the
          Financed Vehicles or the Obligors from the related
          Cutoff Date;

               
          (iv) the right of the Seller to realize upon any
          property (including the right to receive future
          Liquidation Proceeds) that shall have secured an
          Additional Receivable and have been repossessed by
          or on behalf of the Trust;

               
          (v)  the interest of the Seller in any Dealer
          Recourse relating to the Additional Receivables;

               
          (vi) all right, title and interest of the Seller in
          and to the Purchase Agreement; and

               
          (vii)     the proceeds of any and all of the
          foregoing.]

     Section 2.02.  Nature of Conveyance.  It is
the intention of the Seller and the Trustee that the
transfer and assignment of the Seller's right, title
and interest in and to the assets identified in clauses
(i) through (vii) of Section 2.01(a) [and clauses (i)
through (vii) of Section 2.01(b)] (collectively, the
"Trust Property") shall constitute an absolute sale
by the Seller to the Trustee in trust for the benefit
of the Certificateholders.  In the event a court of
competent jurisdiction were to recharacterize the
transfer of the Trust Property as a secured
borrowing rather than a sale, contrary to the intent
of the Seller and the Trustee, the Seller does hereby
grant, assign and convey to the Trustee and the
Trust, as security for all amounts payable to the
Certificateholders, a security interest in and lien
upon all of its right, title and interest in and to the
Trust Property, including all amounts deposited to
the Lock-Box Account, the Collection Account, the
Certificate Account [and the Funding Account,] said
security interest to be effective from the date of
execution of this Agreement.

     The Trustee and the Certificateholders
acknowledge and agree that the Seller is the holder
of the Residual Interest.

                 ARTICLE III

            ACCEPTANCE BY TRUSTEE

     The Trustee, on behalf of the Trust, hereby
accepts all consideration conveyed by the Seller
pursuant to Article II, and declares that the Trustee
shall hold such consideration upon the trusts herein
set forth for the benefit of all present and future
Certificateholders, subject to the terms and
provisions of this Agreement and the Amended and
Restated Master Trust Agreement.

                 ARTICLE IV

       INCORPORATION OF STANDARD TERMS
AND CONDITIONS 

     This Agreement hereby incorporates by
reference the Amended and Restated Standard
Terms provided for by the Amended and Restated
Master Trust Agreement in the form attached hereto
as Appendix C, except to the extent expressly
modified hereby.  

                  ARTICLE V

        SPECIAL DEFINITIONS AND TERMS

     Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in
the Amended and Restated Standard Terms. 
Whenever used in this Agreement, the following
words and phrases shall have the following
meanings:

     "Backup Servicer Fee" means, with respect
to any Distribution Date, one-twelfth of the product
of (i)       % per annum and (ii) the outstanding
Pool Balance as of the first day of the preceding
Collection Period or, in the case of the first
Distribution Date, as of the Closing Date.

     "Class A Percentage" means _________%.

     "Class A Rate" means _________% of
interest per annum.

     "Class B Percentage" means _________%.

     "Class B Rate" means _________% of
interest per annum [provided, however that if a
Credit Enhancement Event shall have occurred,
"Class B Rate" shall mean    %.  A "Credit
Enhancement Event" shall have occurred if, within
90 days of the Closing Date, the Seller notifies the
Trustee and the Certificateholders that a Credit
Enhancement Fee shall be payable to the Credit
Enhancer in connection with the credit enhancement
of the Class A Certificates or any commercial paper
issued to fund the purchase of the Class A
Certificates.]

     "Closing Date" means _____________.

     "Contingent Servicer Fee" means, with
respect to any Distribution Date, one-twelfth of the
product of (i)       % per annum and (ii) the
outstanding Pool Balance as of the first day of the
preceding Collection Period or, in the case of the
first Distribution Date, as of the Closing Date. 
 
     "Credit Enhancement Event" shall have the
meaning set forth in the definition of "Class B
Rate".

     "Credit Enhancement Fee" means, with
respect to any Distribution Date, one-twelfth of the
product of 0.50% per annum times the Class A
Percentage of the Pool Balance as of the end of the
preceding Distribution Date, payable to the Credit
Enhancer after a Credit Enhancement Event shall
have occurred.
 
     "Custodian Fee" means $        per file
boarded.

     "Cutoff Date" means ____________.

     "Discount Rate" means       % per annum.

     "Final Scheduled Distribution Date" means
______________.
     
     ["Funding Account Interest Amount" means
________________________.] 

     ["Funding Period" means the period
beginning on the Closing Date and ending on the
earlier to occur of (i) the Final Funding Date or (ii)
the expiration of the fifteen day period commencing
on the Closing Date.]

     "Initial Distribution Date" means
_____________.

     "Original Class Certificate Balance" means,
as to the Class A Certificates, $_____________,
and as to the Class B Certificates,
$______________.

     ["Original Pre-Funded Amount" means $    
             , the amount deposited in the Funding
Account on the Closing Date.]

     "Reserve Fund Initial Deposit" means [Term
Notes with an aggregate purchase price of]
$______________.

     "Trustee Fee" means, with respect to any
Distribution Date, one-twelfth of the product of (i) 
     % per annum and (ii) the aggregate Class
Certificate Balance as of the close of business on
the preceding Distribution Date (or, in the case of
the Initial Distribution Date, the original aggregate
Class Certificate Balance).


                 ARTICLE VI

      ADDITIONAL SELLER REPRESENTATIONS

     The Seller hereby makes the following
additional representations with respect to the
Receivables:

     (i)        Schedule of Receivables.  The
information set forth in Appendix A hereto is true,
complete and correct in all material respects as of
the opening of business on the applicable Cutoff
Dates, as the case may be, and no selection
procedures adverse to the Certificateholders have
been utilized in selecting the Receivables.

     (ii)       Scheduled Payments.  No Receivables
had a payment that was more than 59 days overdue
as of the applicable Cutoff Date; and each
Receivable has a final scheduled payment due no
later than the Final Scheduled Distribution Date.

     [(iii)     Annual Percentage Rate.  The
addition of the Additional Receivables on each
Funding Date will not decrease the weighted
average APR of all Receivables sold hereunder by
more than 10 basis points.]

     [(iv)      States of Origination.   After the
addition of all Additional Receivables to the Trust,
not more than 25% of the Receivables will have
been originated in any one state.]

     (v) Insurance Policy Endorsements. 
Attached hereto as Appendices E and F,
respectively, are true and correct copies of the
endorsements to the Risk Default Insurance Policy
and VSI Insurance Policy required by the Standard
Terms.

     [(vi)      As of the Funding Date when
acquired, each Additional Receivable shall be in
compliance with the Seller's representations and
warranties with respect to the Receivables set forth
in Section 3.01(a) and (b) of the Standard Terms.]
 
                 ARTICLE VII

          CERTIFICATE DELIVERY AND
REGISTRATION


     The Certificates shall be designated as the
"Aegis Auto Receivables Trust _________,
Automobile Receivable Pass-Through Certificates,
Series _____ (the "Certificates"), and issued with
an initial aggregate Certificate Balance of
$___________ in two Classes as follows:  Class A
Certificates with an initial Certificate Balance of
$______________ and Class B Certificates with an
initial Certificate Balance of $_____________.

     The Seller hereby directs the Trustee to
register the Certificates in the names and
denominations specified in the direction attached
hereto as Appendix E, and to execute, authenticate
and deliver the Certificates to the initial purchasers
specified in such direction upon receipt by the
Trustee of the following:

         (i)    $_____________ in
         immediately available funds from the
         purchasers for the account of the
         Seller;

         (ii)   Investor letters executed by
         each of the initial purchasers;

         (iii)  An executed copy of the
     Supplemental Conveyance from Aegis
     Finance in the form attached as Appendix A
     to the Purchase Agreement with respect to
     the Receivables conveyed to the Trust on the
     Closing Date;

         (iv)   An executed copy of the
     certificate of the Seller required by Section
     7 of the Master Certificate Purchase
     Agreement substantially in the form attached
     hereto as Appendix F; 

         (v)    Executed opinions of
     counsel to the Seller required by Section 7
     of the Master Certificate Purchase
     Agreement; and

         (vi)   $_________  in immediately
     available funds from the Seller for deposit to
     the Collection Account of Excess Interest
     Collections.

                ARTICLE VIII

           APPLICATION OF PROCEEDS

     The proceeds of the Certificates, receipt of
which the Trustee hereby acknowledges, shall be
applied as follows:

                (i)  $__________ shall be
         deposited into the Collection Account
         as the Excess Interest Collections;
 
                (ii) [Term Notes with an
         aggregate purchase price of]
         $___________ shall be deposited into
         the Reserve Fund as the Reserve
         Fund Initial Deposit;

                [(iii) $____________ shall
         be deposited into the Funding
         Account as the Original Pre-Funded
         Amount]; and

                (iv) The remainder of
         $____________ shall be paid to the
         Seller or upon the Seller's order.


<PAGE>
     IN WITNESS WHEREOF, the parties
hereto have caused this Pooling and Servicing
Agreement to be duly executed by their respective
officers as of the day and year first above written.



                                   AEGIS AUTO FUNDING CORP. IV,
                                   as Seller


                                   
                                   By:
                                                                                
                                      Name: 
                                      Title:





                                   NORWEST BANK MINNESOTA,
                                   NATIONAL ASSOCIATION, 
                                   as Trustee and as Backup Servicer



                                   By:
                                                                                
                                      Name:
                                      Title:
                                      















  [Signature Page to Pooling and Servicing
Agreement]<PAGE>
                 APPENDIX A

           SCHEDULE OF RECEIVABLES


Delivered to the Trustee on the Closing Date 

[(This Schedule shall be deemed to be amended
on each Funding Date to add 
Additional Receivables and shall be deemed to be
amended to account for any 
substitution of Receivables permitted by the
Agreement upon the 
   occurrence of any such substitution.)]

               (See Attached)<PAGE>
                 APPENDIX B

        AMENDED AND RESTATED STANDARD
TERMS AND CONDITIONS<PAGE>
                 APPENDIX C

        RISK DEFAULT INSURANCE POLICY
ENDORSEMENT<PAGE>
APPENDIX D

VSI INSURANCE POLICY ENDORSEMENT<PAGE>
APPENDIX E

$[AMOUNT]
Aegis Auto Receivables Trust ________
Automobile Receivable Pass-Through
Certificates,
Series _________

DIRECTION AS TO
REGISTRATION OF CERTIFICATES

The undersigned purchasers of the above-referenced
Certificates hereby direct the Trustee to register
such Certificates in the names and denominations
specified below:

CLASS A CERTIFICATES

Certificate
Number Name Amount Purchased

R 1                         
     $[CLASS A AMOUNT]

CLASS B CERTIFICATES

Certificate
Number   Name Amount Purchased

R 1   $[CLASS B AMOUNT]
                      
Total$[AMOUNT]

<PAGE>
IN WITNESS WHEREOF, the undersigned have
duly executed this Direction as to   Registration of
Certificates as of the date set forth below.

Dated:    _____________________

III FINANCE LTD.


By  
Name:    
Title:      


III GLOBAL LTD.


By       
Name:
Title:


III LIMITED PARTNERSHIP


By                     
Name:
Title:


<PAGE>
Appendix F

$[AMOUNT]
Aegis Auto Receivables Trust _________
Automobile Receivable Pass Through Certificates,
Series _________

GENERAL CERTIFICATE
OF
AEGIS AUTO FUNDING CORP. IV

The undersigned, on behalf of Aegis Auto Funding Corp. IV,
a Delaware corporation ("Seller"), hereby certifies
this _________________, as follows in connection
with the issuance of the above-referenced
Certificates (the "Certificates") pursuant to the
terms of the Pooling and Servicing Agreement dated
as of ________________ (the "Agreement") among
the Seller, Norwest Bank Minnesota, National
Association, as backup servicer and Norwest Bank
Minnesota, National Association, as Trustee, and
the Amended and Restated Master Trust Agreement
dated as of April 1, 1997 (the "Amended and
Restated Master Trust Agreement") between the
Seller and the Trustee (capitalized terms used but
not otherwise defined herein shall have the
meanings ascribed to them in the Amended and
Restated Standard Terms and Conditions attached as
Appendix A to the Amended and Restated Master
Trust Agreement):

1.         The undersigned has carefully examined the
Agreement, the Amended and Restated Master
Trust Agreement, the Purchase Agreement and the
Master Certificate Purchase Agreement.

2.         The representations and warranties of the Seller
contained in the Agreement, the Amended and
Restated Master Trust Agreement, the Purchase
Agreement and the Master Certificate Purchase
Agreement are true and correct in all material
respects as if made on and as of the date hereof
(except for such representations and warranties
specifically made as of another specified date).

3 Neither the Seller nor any of its Affiliates is in
default in the performance of any of their respective
obligations under the documents mentioned in
paragraph 2 above or any other Pooling and
Servicing Agreement executed pursuant to the terms
of the Amended and Restated Master Trust
Agreement.

4.The Seller has complied with all agreements and
satisfied all conditions on its part to be performed
or satisfied under the documents specified in
paragraph 2 above at or prior to the date hereof.

5.The Seller did not, either independently or
through any other party, solicit any offer to buy or
offer to sell the Certificates or any similar security
by means of any form of general solicitation or
general advertising, including, but not limited to, (i)
any advertisement, article, notice or other
communication published in any newspaper,
magazine or similar medium or broadcast over
television or radio, and (ii) any seminar or meeting
whose attendees have been invited by any general
solicitation or general advertising.

6.The Certificates were sold by the Seller to III
Finance Ltd., III Global Ltd. and III Limited
Partnership in a private placement in transactions
exempt from the registration requirements of the
Act.  

7.The undersigned is duly authorized by the Seller
to make the foregoing representations on behalf of
the Seller and has conducted such investigation and
made such inquiries as he has deemed necessary
and appropriate in order to make such
representations on behalf of the Seller.
<PAGE>
IN WITNESS WHEREOF the undersigned has
signed this General Certificate of Aegis Auto
Funding Corp. IV as of the date first written above.

AEGIS AUTO FUNDING CORP. IV


By: __________________________
    Name:
    Title:


APPENDIX G

PROMISSORY NOTE



Dated Date:  
Maturity Date:  


FOR VALUE RECEIVED, The Aegis Consumer
Funding Group, Inc., a Delaware Corporation (the
"Company"), does hereby promise to pay to the
order of Aegis Auto Funding Corp. IV, a Delaware
corporation (the "Payee") in lawful money of the
United States of America, the principal amount of
[PRINCIPAL AMOUNT] (the "Principal Amount")
on the Maturity Date stated above subject to the
conditions described herein.

Notwithstanding the foregoing, this Note shall,
without demand, notice or legal process of any
kind, be declared and shall become immediately due
and payable upon the occurrence of any of the
following events (each a "Bankruptcy Event"):  (i)
the entry of a decree or order by a court or agency
or supervisory authority having jurisdiction in the
premises for the appointment of a conservator,
receiver, trustee, or liquidator for the Company in
any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar
proceedings, or for the winding-up or liquidation of
its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of thirty
(30) consecutive days; (ii)  the consent by the
Company to the appointment of a trustee,
conservator, receiver, or liquidator in any
bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar
proceedings of or relating to the Company and
involving substantially all of its property; or (iii) the
Company shall admit in writing its inability to pay
its debts generally as they become due, file a
petition of any applicable bankruptcy, insolvency,
or reorganization statute, make an assignment for
the benefit of its creditors, or voluntarily suspend
payment of its obligations.

If a Bankruptcy Event occurs, the amount
immediately due and payable on this Note shall
equal the original purchase price hereof ($           
 ) plus interest accrued on such amount from the
Dated Date hereof until such amount is paid in full
at the rate of 14% per annum, calculated on the
basis of a 360-day year for the actual number of
days elapsed and compounded semiannually.  The
Company hereby promises to pay all costs and
expenses incurred in the collection and enforcement
of this Note and any appeal of a judgement
rendered hereon.  

This Note represents a general unsecured obligation
of the Company.


<PAGE>
THIS PROMISSORY NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

 THE AEGIS CONSUMER FUNDING GROUP,
 INC., a Delaware corporation 


By: 
      Name:
      Title:


PAY TO THE ORDER of Norwest Bank
Minnesota, National Association, as Trustee under
that certain Amended and Restated Master Trust
Agreement between the Trustee and Aegis Auto
Funding Corp. IV dated May 1, 1997, as amended
and restated from time to time, without recourse or
warranty.

AEGIS AUTO FUNDING CORP. IV


By:                                          
     Name:
     Title:











[PROMISSORY NOTE]