AMENDED AND RESTATED
                  EXECUTIVE EMPLOYMENT AGREEMENT
     
     
       THIS EXECUTIVE EMPLOYMENT AGREEMENT, by and between
     THE AEGIS CONSUMER FUNDING GROUP, INC., a Delaware
     corporation, with offices at 525 Washington Blvd., Jersey
     City, New Jersey 07310 (the "Company"), and ANGELO R.
     APPIERTO, residing at 23 Ashley Court, Jamesburg, New
     Jersey 08831 (the "Executive"), is amended and restated
     as of April 1, 1997.
     
                       W I T N E S S E T H:
     
       WHEREAS, the Executive and the Company have entered
     into an Employment Agreement dated as of March 1, 1994,
     as amended (the "Prior Agreement"), pursuant to which the
     Executive holds the office of Chief Executive Officer;
     
       WHEREAS, the Company has determined that it is in its
     best interest and that of its stockholders to recognize
     the contribution that the Executive has made and is
     expected to continue to make to the Company's business
     and to retain his services in the future; 
     
       WHEREAS, in view of recent changes in the industry in
     which the Company is involved, the Company has determined
     that it is in its best interest and that of its stock
     holders to revise and restate the terms of Executive's
     continued employment with the Company; and
     
       WHEREAS, the Executive and the Company desire to
     terminate and supersede the Prior Agreement, except with
     respect to the amendment dated April 26, 1996, concerning
     a change in control of the Company, and to set forth in
     this Agreement the terms and conditions of the Execu
     tive's continued employment with the Company;
     
       NOW, THEREFORE, in consideration of the premises and
     the mutual covenants contained herein, the parties hereto
     agree as follows:
     
     1.    Employment.  The Company agrees to and does hereby
     continue to employ the Executive, and the Executive
     agrees to and does hereby accept continued employment by
     the Company, subject to the terms and conditions herein
     set forth.
     
     2.    Term.  The term of the Executive's employment hereun
     der shall commence as of April 1, 1997 (the "Effective
     Time") and shall terminate on April 1, 1999 (such period
     hereinafter referred to as the "Term") unless terminated
     prior to such date.
     
     3.    Duties.
     
     (a)   During the Term, the Executive shall be employed
     as a senior executive officer of the Company and shall be
     in charge of and responsible for the general and supervi
     sory duties normally and customarily attendant to such
     office in a consumer finance and loan servicing business
     and shall render such other lawful services, and exercise
     such powers, which are from time to time requested of
     him, assigned to him or vested in him by the Board of
     Directors of the Company (the "Board") and which are
     commensurate with his position as Chairman and Chief
     Executive Officer.
     
     (b)   The Executive agrees that, during the Term,
     unless the Board shall otherwise consent, he will devote
     substantially his full time, energies, labor and skills
     to the business of the Company.  The Company shall pro
     vide the Executive with his own office space and appro
     priate administrative or clerical assistance, all in a
     location reasonably appropriate to enable the Executive
     to fulfill his duties, and each commensurate with the
     Executive's position, duties and responsibilities.
     
     (c)   It is hereby acknowledged that, subject to Para
     graph 10 hereof, the Executive may either presently, or
     in the future, be involved in business, charitable or
     community activities so long as such other activities do
     not interfere with the performance by the Executive of
     his duties hereunder.
     
     4.    Compensation.  In consideration for services per
     formed hereunder, the Company shall pay to the Executive
     an annual salary of $300,000, in installments payable in
     accordance with the Company's customary payroll prac
     tices.  In addition, the Company shall reimburse the
     Executive for all expenses reasonably incurred by him in
     connection with the performance of his duties hereunder
     and the business of the Company upon the submission to
     the Company of appropriate receipts therefor.  
     
     5.    Vacation.  The Executive shall be entitled to four
     weeks' paid vacation during each twelve (12) month period
     of his employment hereunder, to be taken at times mutu
     ally agreeable to the Executive and the Company.
     
     6.    Bonus. 
     
     (a)   Determination of Bonus Pool.  A Bonus Pool shall
     be determined for the period commencing on July 1, 1997
     and ending on June 30, 2000 (the "Bonus Period").
     
     (i)   "Consolidated Net After Tax Income" ("CNATI")
     shall mean, with respect to any period, the net after tax
     income of the Company from operations currently conducted
     by the Company (including for such purpose the servicing
     and origination of automobile loans or mortgages) before
     extraordinary items as reported on the audited financial
     statements of the Company with respect to such period,
     which amount shall be:  (A) increased to eliminate bo
     nuses paid or payable hereunder; (B) reduced to eliminate
     any gain accrued on sales in such fiscal year with re
     spect to securitization, whether or not any such securi
     tization was effected in such fiscal year; (C) increased
     or reduced without duplication, to give effect to net
     cash received or disbursed in connection with securi
     tizations; (D) adjusted to eliminate any income attribut
     able to securitization of assets by the Company prior to
     the securitization designated as "971"; and (E) adjusted
     to provide for applicable taxes (current and deferred) on
     (A), (B), (C) and (D) above.
     
     (ii)  An amount ("Total Assets") shall be determined by
     aggregating the total weighted average of assets owned by
     the Company during the Bonus Period, whether such assets
     are owned by the Company (including its subsidiaries) or
     by a special purpose vehicle, excluding for this purpose
     assets owned by the Company prior to the securitization
     designated as "97-1".  For purposes of this Agreement, a
     "special purpose vehicle" shall be a corporation or other
     entity created for the purpose of effecting securiti
     zations in which the Company has a retained interest or
     which have recourse to the Company and which are not
     otherwise reflected as consolidated subsidiaries on the
     Company's financial statements.
     
     (iii) A percentage ("ROA") shall be determined by
     dividing the CNATI for the Bonus Period by Total Assets
     for the Bonus Period and dividing the quotient thereof by
     the number three (3).
     
     (iv)  The amount of the Bonus Pool for the Bonus Period
     shall be determined in accordance with the following
     schedule:
     
     (A)   if ROA is less than .5%, the Bonus Pool shall be
                0% of CNATI;
     
     (B)   if ROA is at least .5% but no greater than .749%,
                the Bonus Pool shall be 16% of CNATI in excess of
                the amount of CNATI that would equal an ROA of
                .5% (such amount of CNATI equaling an ROA of .5%
                being hereinafter referred to as "Base CNATI");
     
     (C)   if ROA is at least .75% but no great er than
                .875%, the Bonus Pool shall equal (x) 5% of Base
                CNATI plus (y) 16% of CNATI in excess of Base
                CNATI;
     
     (D)   if ROA is at least .876% but no grea ter than
                .99%, the Bonus Pool shall equal (x) 7.5% of Base
                CNATI plus (y) 16% of CNATI in excess of Base
                CNATI;
     
     (E)            if ROA is at least 1.0% but no greater
     than 1.249%, the Bonus Pool shall equal (x) 10% of Base
     CNATI plus (y) 16% of CNATI in excess of Base CNATI;
     
     (F)   if ROA is at least 1.25% but no grea ter than
                1.499%, the Bonus Pool shall equal (x) 12.5% of
                Base CNATI plus (y) 16% of CNATI in excess of
                Base CNATI; and
     
     (G)   if ROA is 1.5% or more, the Bonus Pool shall
                equal 16% of CNATI.
     
     (b)   Allocation of Bonus Pool.  As soon as practicable
     but no later than sixty (60) days following the certifi
     cation of the Company's financial statements in respect
     of the fiscal year of the Company ending June 30, 2000,
     the Bonus Pool shall be allocated by the then most senior
     executive among Messrs. Angelo Appierto, Joseph Battiato,
     Gary Peiffer and Jorge Rios, in such individual's sole
     discretion, between (i) the Senior Executive Group,
     consisting of Messrs. Angelo Appierto, Joseph Battiato,
     Gary Peiffer and Jorge Rios, and (ii) the Executive
     Group, consisting of the Chief Financial Officer, any
     Executive Vice President and such other employees of the
     Company as the Chairman shall in his discretion desig
     nate; provided, however, that no less than 5% of the
     Bonus Pool shall be allocated to the Executive Group. 
     Except as hereinbelow provided, onefourth (1/4) of that
     portion of the Bonus Pool allocated to the Senior Execu
     tive Group in accordance with the immediately preceding
     sentence shall be allocated to each of the members of the
     Senior Executive Group (such individual's allocation, the
     "Bonus"), and that portion of the Bonus Pool allocated to
     the Executive Group in accordance with the immediately
     preceding sentence shall be allocated among the members
     of the Executive Group as determined by the Chairman in
     his sole discretion.  If  the employment of the Executive
     is terminated by the Company without Cause or by the
     Executive with Good Reason, he shall be entitled to
     receive 100% of his Bonus at such time as the Bonus
     otherwise becomes payable.  If the employment of the
     Executive is terminated by the Company for Cause or by
     the Executive without Good Reason (A) during the first
     year of the Term, the Executive's right to receive any
     portion of the Bonus shall be forfeited or (B) during the
     second year of the Term, he shall be entitled to receive,
     at such time as the Bonus otherwise becomes payable, an
     amount equal to onehalf (1/2) of the Bonus otherwise
     attributable to him.  In the event that, prior to Febru
     ary 1, 1999, the Company offers to the Executive an
     extension of his employment for at least one (1) year
     following the end of the Term on terms substantially
     similar to those provided herein and the Executive does
     not accept such offer, the Executive shall be entitled to
     receive, at the time such Bonus otherwise becomes pay
     able, an amount equal to twothirds (2/3) of the Bonus
     otherwise attributable to him.  In the event that, prior
     to February 1, 1999, the Company does not offer to the
     Executive an extension of his employment for at least one
     (1) year following the end of the Term on terms substan
     tially similar to those provided herein, the Executive
     shall be entitled to receive, at the time such Bonus
     otherwise becomes payable, an amount equal to fivesixths
     (5/6) of the Bonus otherwise attributable to him.  Any
     portion of the Bonus not paid to the Executive by opera
     tion of this Agreement shall be allocated in such amounts
     and to such employees as the Board of Directors may in
     its discretion determine.
     
     (c)   Payment of Bonuses.  The bonus determined pursu
     ant to this Section 6 shall be paid to the Executive not
     less than ten (10) business days following the alloca
     tions described in subparagraph (b) hereof; provided,
     however, that to the extent that the determination of
     CNATI set forth in subparagraph (a) hereof includes
     income accrued as a result of securitizations effected
     during the Bonus Period commencing with the securitiza
     tion designated by the Company as "1997-1," that portion
     of the Bonus Pool allocated to such income will be paid
     only when and to the extent that cash is released to the
     Company from the reserve fund or funds applicable to such
     securitizations.  The Company's obligation to pay the
     Executive the Bonus accrued pursuant to this Section 6
     shall survive the termination of this Agreement.
     
     7.    Benefits.
     
     (a)   Throughout the Term, the Executive shall be
     eligible to participate in any pension, profitsharing,
     stock option or similar plan or program of the Company
     now existing or established hereafter for the benefit of
     its employees generally, to the extent that he is eligi
     ble under the general provisions thereof.  The Executive
     shall also be entitled to participate in any group insur
     ance, hospitalization, medical, health and accident,
     disability or similar or nonsimilar plan or program of
     the Company now existing or established hereafter for the
     benefit of its employees or executives generally, to the
     extent that he is eligible under the general provisions
     thereof.  To the extent that it can be accomplished
     without cost to the Company above that payable in respect
     of other senior officers of the Company, the benefits
     under such plans and programs shall be at least equiva
     lent to the benefits available to the Executive under
     plans and programs in which he was participating on
     January 1, 1994.  To the extent that the foregoing plans
     and programs do not provide the Executive with disability
     insurance providing a maximum benefit level of at least
     $10,000 per month, the Company shall supplement such
     plans and programs to provide such coverage.
     
               (b)  The Company shall reimburse the
     Executive in a monthly amount not to exceed $1,000 in
     respect of the cost of leasing or purchasing an automo
     bile to be used by him in connection with the Company's
     business.  In addition, the Company shall be responsible
     for all reasonable costs of operating, repairing, main
     taining and insuring such automobile.
     
     (c)   The Company shall provide the Executive with a
     policy of term life insurance in an amount equal to five
     (5) times his annual salary  (or, in the Executive's
     discretion, any other form or amount of life insurance at
     an annual premium cost to the Company not in excess of
     the annual premium for such a policy providing five (5)
     times his annual salary of term life insurance), payable
     to such beneficiary or such beneficiaries as shall be
     designated in writing by the Executive.  Such policy
     shall be owned by the Executive or any person or entity
     designated by him.  Any incremental increase in the
     premium cost arising by virtue of the Executive being
     uninsurable at standard rates shall be paid by the Execu
     tive.
     
     (d)   In the event that the Executive shall die prior
     to the end of the Term, then, as an additional death
     benefit, the Company shall pay to the Executive's benefi
     ciary or beneficiaries, as the Executive shall have
     indicated in writing to the Company (or, if no such
     beneficiary has been designated, to the Executive's
     estate), an amount equal to onehalf (1/2) of the Execu
     tive's annual salary in effect at the time of the Execu
     tive's death, pursuant to the terms of this Agreement. 
     Such death benefit shall be paid (i) in addition to any
     sum otherwise required to be paid to such beneficiary or
     to the Executive's estate by the Company and (ii) in six
     (6) equal consecutive monthly installments, commencing on
     the first date following the Executive's death that the
     Executive would have otherwise received a salary payment
     hereunder if the Executive had survived.
     
     (e)   In the event the Company shall cause the Execu
     tive to relocate to offices not within reasonable commut
     ing distance of his then current residence, the Executive
     shall be entitled to receive full reimbursement from the
     Company for all customary expenses incurred in connection
     with the Executive's moving his residence to a location
     within reasonable commuting distance of such new office
     location.  Such expenses shall include but not be limited
     to the costs of moving, packing and storing the Execu
     tive's personal effects, real estate brokerage fees and
     legal and other incidental costs.  In addition, provided
     that the Executive is making a reasonably diligent effort
     to sell his then current residence at a price established
     in good faith based upon then current market conditions
     in the immediate vicinity, pending the Executive's sale
     of his then current residence the Company shall make
     available to the Executive appropriate living facilities
     maintained by the Company in the vicinity of the new
     office location and shall reimburse the cost of traveling
     once a week between such residence and office locations. 
     The Company shall further reimburse the Executive upon
     sale of such residence for the amount, if any, by which
     the net proceeds from such sale (after brokerage, legal
     and other incidental closing costs) are less than the
     costs to the Executive of such residence, including any
     improvements thereto.  The Company shall further pay the
     Executive an amount equal to the federal, state and local
     income taxes due (at the highest marginal brackets then
     in effect) from the Executive with respect to all amounts
     payable by the Company pursuant to this subsection (e) to
     the extent not deductible to the Executive under the
     Internal Revenue Code of 1986, as amended, and the regu
     lations thereunder.
     
     8.    Termination of Executive's Employment.
     (a)   Notwithstanding any provisions contained herein
     to the contrary, the Executive's employment may be termi
     nated by the Company upon the Executive's death or dis
     ability (as defined below) or for Cause (as defined
     below), and the Executive may terminate his employment
     for Good Reason (as defined below);
     
     (b)   For purposes of this Agreement, "disability"
     shall mean the Executive is mentally or physically dis
     abled from properly and fully performing his duties and
     responsibilities hereunder for a period of 120 consecu
     tive days or for 180 days, even though not consecutive,
     within any 360day period, all as evidenced by the written
     certification of a qualified medical doctor agreed to by
     the Company and the Executive or, in the absence of such
     agreement, by a doctor selected by the agreement of a
     qualified medical doctor selected by each of the Company
     and the Executive;
     
     (c)   For purposes of this Agreement, "Cause" shall
     mean:  (i) the conviction of the Executive of a felony by
     a federal or state court of competent jurisdiction; (ii)
     the continued failure by the Executive to substantially
     perform the Executive's duties with the Company (other
     than any such failure resulting from the Executive's
     incapacity due to physical or mental illness or any such
     actual or anticipated failure after the issuance of a
     notice of termination for Good Reason by the Executive)
     after a written demand for substantial performance is
     delivered to the Executive by the Board, which demand
     specifically identifies the manner in which the Board
     believes that the Executive has not substantially per
     formed his duties, (iii) the engaging by the Executive in
     conduct which is demonstrably and materially injurious to
     the Company or its subsidiaries, monetarily or otherwise,
     or (iv) the engaging by the Executive in an actual act of
     dishonesty intended to result in gain to the Executive at
     the expense of the Company.  In no event shall Cause be
     deemed to include any action or inaction on the part of
     the Executive undertaken in good faith, consistent with
     his fiduciary duties to the Company, which are within the
     "business judgement rule" as such rule or embodiment
     thereof has been interpreted in accordance with the laws
     of the applicable jurisdiction.
     
               A notice of termination for Cause shall in
     clude a copy of a resolution duly adopted by the affirma
     tive vote of a majority of the entire membership of the
     Board (not including the Executive) at a meeting of the
     Board which was called and held for the purpose of con
     sidering such termination (after reasonable notice to the
     Executive and an opportunity for the Executive, together
     with the Executive's counsel, to be heard before the
     Board) finding that, in the good faith opinion of the
     Board, the Executive was guilty of conduct set forth in
     the immediately preceding paragraph, and specifying the
     particulars thereof in detail.
     
     (d)   For purposes of this Agreement, "Good Reason"
     shall mean any of the following:  (i) the assignment to
     the Executive of duties inconsistent with the Executive's
     position, duties, responsibilities, titles or offices as
     described herein, (ii) any material reduction by the
     Company of the Executive's duties or responsibilities
     (including the appointment, without the Executive's
     consent, of an executive officer senior to him), (iii)
     any reduction by the Company of the Executive's compensa
     tion as set forth in Paragraphs 4, 5, 6 or 7 hereof (it
     being understood that a reduction of benefits applicable
     to all executives of the Company (including the Execu
     tive) shall not be deemed a reduction of the Executive's
     compensation package for purposes of this definition) or
     (iv) requiring the Executive to be based without his
     consent at a location not within reasonable commuting
     distance of his then current residence.
     
     (e)   In the event that the Executive's employment
     hereunder is terminated as a result of death, disability
     or by the Company for Cause, or by the Executive without
     Good Reason, or in the event that this Agreement is not
     renewed or extended at the end of the Term, then the
     Company shall have no further obligations or liabilities
     to the Executive hereunder, such that all benefits and
     salary (but not the Company's obligation to pay the
     Executive's Bonus) provided for within this Agreement
     (except for any death or disability benefits that would
     otherwise continue past the date of such termination)
     shall terminate simultaneously with the termination of
     the Executive's employment except for benefits and salary
     earned and accrued through the date of such termination. 
     Nothing in this subsection (e) shall supersede any rights
     of the Executive to receive any amounts or benefits
     otherwise due to him upon the occurrence of any of the
     events described in the immediately preceding sentence,
     whether such rights are created by this Agreement or
     otherwise.  
     
     (f)   In the event that the Executive's employment
     hereunder is terminated by the Company other than for
     Cause, death, disability, or because the Agreement has
     not been renewed or extended, or by the Executive for
     Good Reason, the Company shall continue to provide the
     Executive with the salary, bonus and benefits enumerated
     in Paragraphs 4, 6 and 7 hereof, respectively, at the
     levels in effect immediately prior to such termination
     (or, if applicable, the occurrence of the event consti
     tuting Good Reason), for the remainder of the Term (such
     period, the "Severance Period").  In addition, following
     the Severance Period, the Executive shall continue to be
     entitled to receive payment of the Bonus earned in accor
     dance with Section 6 hereof.
     
     (g)   If the Executive's employment hereunder is termi
     nated under Section 8(f) hereof, the Executive shall be
     required to mitigate damages; provided, however, that the
     Executive shall not be required to accept employment that
     requires him to perform duties inconsistent with those of
     a senior executive officer or professional at a level for
     which he is qualified by reason of experience and educa
     tion.  Any salary, bonus and benefits (to the extent
     provided at no additional cost to the Executive) received
     by the Executive during or with respect to the Severance
     Period and attributable to services rendered by the
     Executive to persons or entities other than the Company
     shall be applied to reduce the Company's obligation to
     make payments and provide benefits attributable to peri
     ods after such termination.
     
     9.    Stock Options.  (h)  Effective as of the date hereof,
     options to purchase an aggregate of 150,000 shares of
     common stock of the Company previously awarded under the
     Company's 1994 Stock Option Plan (as amended) (the "1994
     Plan") shall be cancelled to the Company.  In consider
     ation for such cancellation, the Compensation Committee
     of the Board shall, effective as of the date hereof,
     grant to the Executive an option to purchase 111,423
     Shares (as defined in the 1994 Plan) under the terms set
     forth in the 1994 Plan, except as provided below:
     
           Option exercise price per share:  $2.50;
     
           Term of Option:  10 years from the date of grant;
                and
     
           Termination of Employment:  if the Executive's
                employment hereunder is terminated by the Company
                other than for Cause or by the Executive for Good
                Reason (as such terms are defined herein), the
                option shall remain exercisable, to the extent
                exercisable as of the effective date of such
                termination, for a period of the lesser of (1) 1
                year following the effective date of such termi
                nation and (2) the original term of such option.
     
               (i)  In addition, effective as of the date
     hereof, options to purchase an aggregate of 25,000 shares
     of common stock of the Company previously awarded under
     the Company's 1996 Stock Option Plan (as amended) (the
     "1996 Plan") shall be cancelled to the Company.  In
     consideration for such cancellation, the Compensation
     Committee of the Board shall, effective as of the date
     hereof, grant to the Executive an option to purchase
     18,577 Shares (as defined in the 1996 Plan) under the
     terms set forth in the 1996 Plan, except that provisions
     in respect of the option exercise price, term and exerci
     sability of such option set forth above in subsection (a)
     of this Section 9 shall also apply to the option granted
     hereunder.
     
     9.    Covenants of the Executive.
     
     (a)   The Executive acknowledges that his employment by
     the Company will throughout his employment bring him into
     close contact with many confidential affairs of the
     Company, including information about costs, profits,
     markets, sales, key personnel, pricing policies, opera
     tional methods, and other business affairs, methods and
     information, including plans for future developments, not
     readily available to the public.  The Executive further
     acknowledges that the services to be performed under this
     Agreement are of a special, unique, unusual, extraordi
     nary and intellectual character, and that the Company
     currently competes or intends to compete with other
     organizations that are located in all of the states of
     the United States.  In recognition of the foregoing, the
     Executive covenants and agrees that:
     
           (i)  he will not knowingly divulge any material
     confidential matters of the Company which are not other
     wise in the public domain and will not intentionally
     disclose them to anyone outside of the Company during his
     employment by the Company hereunder, other than in the
     proper performance of the duties contemplated herein, or
     following the expiration or termination for any reason of
     his employment with the Company;
     
     (ii)  he will deliver promptly to the Company upon the
     termination of his employment, or at any other time the
     Company may so request, at the Company's expense, all
     memoranda, notes, records, reports and other documents
     (and all copies thereof) relating to the businesses of
     the Company which he obtained while employed by, or
     otherwise serving or acting on behalf of, the Company, or
     any of its subsidiaries or affiliates, and which he may
     then possess or have under his control; and
     
           (iii) for so long as the Executive continues to
     receive salary from the Company, whether under the terms
     of this Agreement or otherwise (including, but not lim
     ited to, the duration of the Severance Period), the
     Executive will not, unless the Board shall otherwise
     consent, alone or together with any other person, firm,
     partnership, corporation or other entity whatsoever
     (except any subsidiaries or affiliates of the Company),
     directly or indirectly, whether as an officer, director,
     stockholder, partner, proprietor, associate, employee,
     representative, public relations or advertising represen
     tative, management consultant or otherwise:
     
     (A)(A)    engage in or
     
       (B) become or be interested in or associated with
     any other person, corporation, firm, partnership or other
     entity whatsoever engaged in any business which is com
     petitive with any business conducted or contemplated by
     the Company (a "Similar Business").
     
     (b)   Notwithstanding the provisions of subsection
     (a)(iii) of this Paragraph 10, the Executive may own, as
     an inactive investor, securities of a corporation engaged
     in a competitive line of business whose equity securities
     are registered under Section 12(b) or 12(g) of the Ex
     change Act, so long as his beneficial ownership in any
     one such corporation shall not in the aggregate consti
     tute more than five percent (5%) of any class of equity
     securities of such corporation.
     
     (c)   As a separate and independent covenant, the
     Executive agrees that during the Term, including any
     extensions or renewals therof, and for a period of six
     months thereafter, the Executive will not, without the
     consent of the Company (which consent shall not be unrea
     sonably withheld) in any way, directly or indirectly, for
     the purpose of conducting or engaging in any Similar
     Business, call upon, solicit, advise or otherwise do, or
     attempt to do, business with any clients, customers or
     accounts of the Company (including for such purposes any
     subsidiaries of the Company) with whom the Exeuctive had
     any dealings during the course of the Executive's employ
     ment with the Company or any of its affiliates or inter
     fere or attempt to interfere with any officers, employ
     ees, representatives or agents of the Company, or induce
     or attempt to induce any of them to leave the employ of
     or violate the terms of their contracts with the Company. 
     
     (d)   The Executive agrees that the remedy at law for
     any breach or threatened breach of any covenant contained
     in this Paragraph 10 will be inadequate and that the
     Company, in addition to such other remedies as may be
     available to it, at law or in equity, shall be entitled
     to injunctive relief without bond or other security.
     
           10.  Governing Law.  This Agreement shall be
     construed in accordance with and governed by the laws of
     the State of New York applicable to contracts executed in
     and to be performed solely within such state.
     
           11.  Notices.  All notices required or permitted
     to be given by either party hereunder, including notice
     of change of address, shall be in writing and delivered
     by hand, or mailed, postage prepaid, certified or regis
     tered mail, return receipt requested, to the other party
     as follows:
     
     If to the Company:
     The Aegis Consumer Funding Group, Inc.
     525 Washington Blvd.
     Jersey City, New Jersey  07310
     Attention: Gary Peiffer
       Vice Chairman and General Counsel
     
     If to the Executive:
     Angelo R. Appierto
     23 Ashley Court
     Jamesburg, New Jersey  08831
     
     12.   Miscellaneous.
     
     (a)   Entire Agreement.  This Agreement constitutes the
     entire agreement among the parties with respect to the
     subject matter hereof and supersedes any and all prior
     oral or written agreements and understandings; however,
     this Agreement shall not supersede, diminish or modify
     any rights of the Executive under any employee benefit
     plans of the Company.  There are no oral promises, condi
     tions, representations, understandings, interpretations
     or terms of any kind as conditions or inducements to the
     execution hereof or in effect among the parties.  This
     Agreement may not be amended, and no provision hereof
     shall be waived, except by a writing signed by the Com
     pany and the Executive, or in the case of a waiver, by
     the party waiving compliance therewith, which states that
     it is intended to amend or waive a provision of this
     Agreement.  Any waiver of any rights or failure to act in
     a specific instance shall relate only to such instance
     and shall not be construed as an agreement to waive any
     rights or failure to act in any other instance, whether
     or not similar.
     
     (b)   Further Acts.  The parties hereto agree that,
     after the execution of this Agreement, they will make,
     do, execute or cause to be made, done or executed all
     such further and other lawful acts, deeds, things, de
     vices, conveyances and assurances in law whatsoever as
     may be required to carry out the true intention and to
     give full force and effect to this Agreement.
     
     (c)   Severability.  Should any provision of this
     Agreement be held by a court of competent jurisdiction to
     be unenforceable or prohibited by an applicable law, this
     Agreement shall be considered divisible as to such provi
     sion, which shall be inoperative, and the remainder of
     this Agreement shall be valid and binding as though such
     provision were not included herein.
     
     (d)   Successors and Assigns.  This Agreement shall
     inure to the benefit of, and be binding upon, the Company
     and any corporation with which the Company merges or
     consolidates or to which the Company sells all or sub
     stantially all of its assets, and upon the Executive and
     his executors, administrators, heirs and legal represen
     tatives.
     
     (e)   Headings.  All headings in this Agreement are for
     convenience only and are not intended to affect the
     meaning of any provision hereof.
     
     (f)   Counterparts.  This Agreement may be executed in
     two or more counterparts with the same effect as if the
     signatures to all such counterparts were upon the same
     instrument, and all such counterparts shall constitute
     but one instrument.
     
     (g)   Costs of the Agreement.  The Company agrees to
     reimburse the Executive for all of the costs of negotiat
     ing and drafting this Agreement, including the reasonable
     fees and expenses of the Executive's attorneys, such
     reimbursement to be paid whether or not this Agreement
     becomes effective.
          <PAGE>
       IN WITNESS WHEREOF, the Executive has executed this
     Agreement and the Company has caused this Agreement to be
     executed by its duly authorized officer as of the day and
     year first above written.
     
       THE AEGIS CONSUMER FUNDING GROUP, INC.
     
     
     By:                                               
       Name:
       Title:
     
     
                                                        
     Angelo R. Appierto