AMENDED AND RESTATED NOTE


U.S. $34,753,667.00                
          May 21, 1997

          FOR VALUE RECEIVED, each of
AEGIS AUTO FINANCE, INC., a Delaware
corporation, and AEGIS CONSUMER FINANCE,
INC., a Delaware corporation (individually a
"Borrower") do hereby jointly and severally
promises to pay to III FINANCE LTD., a Cayman
Islands company ("Lender"), the principal amount
of U.S. $34,753,667.00 (THIRTY FOUR
MILLION SEVEN HUNDRED FIFTY THREE
THOUSAND SIX HUNDRED SIXTY SEVEN
AND 00/100 DOLLARS) on the "Termination
Date" (as defined in the Loan Agreement referred
to below), and to pay interest on the unpaid
principal balance hereof at a rate per annum equal
to 12%, payable monthly in arrears on each
"Distribution Date" (as defined in the Loan
Agreement) for all accrued and unpaid interest on
the unpaid principal of the Loans through such
date.  In addition, on any date of any principal
prepayment pursuant to Section 2.5 and 7.1 of the
Loan Agreement, the Borrowers shall pay accrued
and unpaid interest on the amount of such
prepayment to the extent such interest is not
otherwise paid pursuant to the immediately
preceding sentence.

          Interest shall be calculated on the
basis of a 360-day year for the actual number of
days elapsed.  Upon the occurrence and during the
continuance of an Event of Default, the interest
rate shall be increased by two percent (2.00%) per
annum above the rate of interest otherwise
applicable.  In no event shall the interest payable
hereunder exceed the Maximum Rate.

          This Note is a "Note" referred to in
and issued pursuant to that certain Amended and
Restated Master Loan Agreement dated as of April
30, 1997 among Borrowers and Lender (as
amended, restated, supplemented or otherwise
modified from time to time, the "Loan
Agreement"), Capitalized terms used herein
without definition are used as defined in the Loan
Agreement.  This Note is entitled to the benefits
of, the Loan Agreement, to which reference is
hereby made for a more complete statement of the
terms and conditions under which the Loans
evidenced hereby are made and are to be repaid.

          This Note is a registered obligation
(as more particularly described in Section 8.8 of
the Loan Agreement), and it is the intent of the
parties to the Loan Agreement that the Loans be
maintained in "registered form" within the
meaning of Section 163(f), 871(h) (2) and 881 (c)
(2) of the Internal Revenue Code.

          Upon and after the occurrence of an
Event of Default, this Note may, as provided in
the Loan Agreement, without demand, notice or
legal process of any kind, be declared, and
immediately shall become, due and payable.  The
Loan Agreement also contains provisions for
optional and mandatory prepayments on account
of the principal hereof prior to maturity upon the
terms and conditions specified therein.

          All payments of principal of and
interest on this Note shall be made to Lender at
such account as Lender shall in writing direct
Borrowers, in immediately available funds and in
currency of the United States of America which at
the time of payment shall be legal tender for the
payment of public and private debts.

          Each Borrower jointly and severally
promises to pay all costs and expenses, including
reasonable attorneys' fees and disbursements
incurred in the collection and enforcement of this
Note or any appeal of a judgment rendered
thereon, all in accordance with the provisions of
the Loan Agreement.  Each Borrower hereby
waives diligence, presentment, protest, demand
and notice of every kind except as required
pursuant to the Loan Agreement and to the full
extent permitted by law the right to plead any
statute of limitations as a defense to any demands
hereunder.

          This Note is secured by all
Collateral securing the Obligations pursuant to the
Loan Agreement and the other Financing
Agreements.

          This Note amends and restates
various promissory notes (the "Prior Notes")
issued pursuant to various loan agreements as
more particularly described in the Loan
Agreement.  Borrowers hereby acknowledge and
agree that this Note is intended in substitution for,
and not in payment of, the Prior Notes, and is not
intended to cause a novation thereof or of the
indebtedness evidenced thereby.

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


AEGIS CONSUMER FINANCE, INC.

By                                   
                                
Name:  Joseph F. Battiato
                                
Title: President

AEGIS AUTO FINANCE, INC.
     
By                                   
                                
Name:  Joseph F. Battiato
                              
          President




A:\10_108_1.WPD   September 16, 1997 (2:38pm)