EXECUTION COPY
                                                               
                                                       




                              PLEDGE AGREEMENT


                                  between



                          Aegis Auto Finance, Inc.
                                 as Pledgor


                                    AND


                             III Finance, Ltd.,


                         Dated as of April 30, 1997
<PAGE>


                              PLEDGE AGREEMENT


         THIS PLEDGE AGREEMENT (the
"Pledge Agreement"), dated as of April 30, 1997,
is executed by and between AEGIS AUTO
FINANCE, INC., a Delaware corporation (the
"Pledgor") and III FINANCE, LTD., a Cayman
Islands company, ("Lender").  Capitalized terms
used herein and not otherwise defined herein shall
have the respective meanings ascribed to such
terms in the Loan Agreement (as defined below). 

                                WITNESSETH:

         WHEREAS, the Pledgor, Aegis
Consumer Finance, Inc. ("ACF") and the Lender
are parties to a certain Amended and Restated
Master Loan Agreement (the "Loan Agreement"),
which Loan Agreement, among other things,
restates the terms of various Existing Loan
Agreements;

         WHEREAS, the Pledgor directly
owns 100% of the issued and outstanding capital
stock of Aegis Auto Funding Corp. IV (the
"SPC"), Aegis Auto Funding Corp. II ("AAFC II")
and Aegis Auto Funding Corp. ("AAFC") (such
direct subsidiaries and any other subsidiary
hereafter acquired or formed by the Pledgor, the
"Direct Subsidiaries") and has previously pledged
an interest in the Pledged Collateral relating to the
above-named subsidiaries under the Existing Loan
Agreements; and

         WHEREAS, the Lender has
required, as a condition to its entering into the
Loan Agreement, that the Pledgor execute and
deliver this Pledge Agreement to re-evidence its
obligations in respect of the Pledged Collateral (as
defined below); 

         NOW, THEREFORE, for and in
consideration of the foregoing and of any financial
accommodations or extensions of credit (including,
without limitation, any loan or advance by
renewal, refinancing or extension of the
agreements described hereinabove or otherwise)
heretofore, now or hereafter made to or for the
benefit of the Pledgor pursuant to the Loan
Agreement, or any other agreement, instrument or
document executed pursuant to or in connection
therewith, and for other good and valuable
consideration, the receipt and sufficiency of which
are hereby acknowledged, the Pledgor and the
Lender hereby agree as follows:

         1.  Pledge.  The Pledgor hereby
pledges to the Lender, and grants to the Lender a
security interest in, the following (collectively, the
"Pledged Collateral"):

         (a)  The shares of the capital stock
    of each Direct Subsidiary, now or at any
    time or times hereafter owned by the
    Pledgor, and the certificates representing
    the shares of such capital stock (such
    now-owned shares being identified on
    Exhibit A next to each Direct Subsidiary),
    all options and warrants for the purchase of
    shares of the stock of any Direct
    Subsidiary now or hereafter held in the
    name of the Pledgor (all of said capital
    stock, options and warrants and all capital
    stock held in the name of the Pledgor as a
    result of the exercise of such options or
    warrants being hereinafter collectively
    referred to as the "Pledged Stock"), and all
    dividends, cash, instruments and other
    property from time to time received,
    receivable or otherwise distributed in
    respect of, or in exchange for, any or all of
    the Pledged Stock it being understood that
    the Pledged Stock and the stock powers for
    each Direct Subsidiary have been
    previously delivered to the Lender in
    connection with the Existing Loan
    Agreements;

         (b)  All additional shares of stock
    of any Direct Subsidiary from time to time
    acquired by the Pledgor in any manner,
    and the certificates representing such
    additional shares (any such additional
    shares shall constitute part of the Pledged
    Stock and the Lender is irrevocably
    authorized to amend Exhibit A from time
    to time to reflect such additional shares),
    and all options, warrants, dividends, cash,
    instruments and other rights and options
    from time to time received, receivable or
    otherwise distributed in respect of or in
    exchange for any or all of such shares;

         (c)  The property and interests in
    property described in Section 3 below; and

         (d)  All proceeds of the foregoing.

         2.  Security for Liabilities.  The
Pledged Collateral secures the prompt payment,
performance and observance of (i) the Pledgor's
obligations and liabilities under the Loan
Agreement and each agreement, document or
instrument executed pursuant to or in connection
with the Loan Agreement and (ii) the Pledgor's
obligations and liabilities under this Pledge
Agreement and each agreement, document or
instrument executed pursuant to or in connection
with this Pledge Agreement (all such obligations
and liabilities of the Pledgor now or hereafter
existing being hereinafter referred to as the
"Liabilities").

         3.  Pledged Collateral Adjustments. 
If, during the term of this Pledge Agreement:

         (a)  Any stock dividend,
    reclassification, readjustment or other
    change is declared or made in the capital
    structure of any Direct Subsidiary, or any
    option included within the Pledged
    Collateral is exercised, or both, or

         (b)  Any subscription warrants or
    any other rights or options shall be issued
    in connection with the Pledged Collateral,

then all new, substituted and additional shares,
warrants, rights, options or other securities, issued
by reason of any of the foregoing, shall be
immediately delivered to and held by the Lender
under the terms of this Pledge Agreement and
shall constitute Pledged Collateral hereunder;
provided, however, that nothing contained in this
Section 3 shall be deemed to permit any stock
dividend, issuance of additional stock, warrants,
rights or options, reclassification, readjustment or
other change in the capital structure of a Direct
Subsidiary which is not permitted in the Loan
Agreement.

         4.  Subsequent Changes Affecting
Pledged Collateral. The Pledgor represents and
warrants that it has made its own arrangements for
keeping itself informed of changes or potential
changes affecting the Pledged Collateral
(including, but not limited to, rights to convert,
rights to subscribe, payment of dividends,
reorganization or other exchanges, tender offers
and voting rights), and the Pledgor agrees that the
Lender shall have no obligation to inform the
Pledgor of any such changes or potential changes
or to take any action or omit to take any action
with respect thereto.  The Lender may, after the
occurrence of an Event of Default, without notice
and at its option, transfer or register the Pledged
Collateral or any part thereof into its or its
nominee's name with or without any indication
that such Pledged Collateral is subject to the
security interest hereunder.  In addition, the
Lender may at any time exchange certificates or
instruments representing or evidencing Pledged
Shares for certificates or instruments of smaller or
larger denominations.

         5.  Representations and Warranties. 
The Pledgor represents and warrants as follows:

         (a)  The Pledgor is the legal and
beneficial owner of the Pledged Stock, which
represents 100% of the issued and outstanding
common stock of each Direct Subsidiary identified
on Exhibit A, free and clear of any Lien except
for the security interest created by this Pledge
Agreement, pursuant to the Existing Loan
Agreements and in connection with that certain
Indenture, dated as of the date hereof (the
"Indenture") between the Pledgor and Norwest
Bank Minnesota, N.A., as Indenture Trustee (the
"Indenture Trustee"), and the Pledgor owns no
other stock which is excluded from the security
interest granted hereby except for stock in Aegis
Auto Funding Corp. III.

         (b)  The Pledgor has full corporate
power and authority to enter into this Pledge
Agreement;

         (c)  There are no restrictions upon
the voting rights associated with, or upon the
transfer of, any of the Pledged Collateral;

         (d)  The Pledgor has the right to
vote, pledge and grant a security interest in or
otherwise transfer such Pledged Collateral free of
any Liens other than the Lien created pursuant to
this Pledge Agreement, the Existing Loan
Agreements or in connection with the Indenture;

         (e)  No authorization, approval, or
other action by, and no notice to or filing with,
any Governmental Authority or regulatory body is
required either (i) for the pledge of the Pledged
Collateral pursuant to this Pledge Agreement or
for the execution, delivery or performance of this
Pledge Agreement by the Pledgor or (ii) for the
exercise by the Lender of the voting or other
rights provided for in this Pledge Agreement or
the remedies in respect of the Pledged Collateral
pursuant to this Pledge Agreement (except as may
be required in connection with such disposition by
laws affecting the offering and sale of securities
generally); and

         (f)  The pledge of the Pledged
Collateral pursuant to this Pledge Agreement
creates a valid and perfected security interest in
the Pledged Collateral, in favor of the Lender,
securing the payment and performance of the
Liabilities.

         6.  Voting Rights.  During the term
of this Pledge Agreement, and except as provided
in this Section 7(b) below, the Pledgor shall have
the right to vote the Pledged Stock on all
corporate questions in a manner not inconsistent
with the terms of this Pledge Agreement, the Loan
Agreement and any other agreement, instrument or
document executed pursuant thereto or in
connection therewith.  After the occurrence of an
Event of Default, the Lender or its nominee may,
at the Lender's or such nominee's option and
following written notice from the Lender to the
Pledgor, exercise all voting powers pertaining to
the Pledged Collateral, including the right to take
action by shareholder consent.  Such authorization
shall constitute an irrevocable voting proxy from
the Pledgor to the Lender or, at the Lender's
option, to the Lender's nominee.

         7.  Dividends and Other
Distributions.  (a) So long as no Event of Default
or Default shall have occurred:

         (i)  The Pledgor shall be entitled to
receive and retain any and all dividends and
interest paid in respect of the Pledged Collateral,
provided, however, that any and all

         (A)  dividends and interest paid or
    payable other than in cash with respect to,
    and instruments and other property
    received, receivable or otherwise
    distributed with respect to, or in exchange
    for, any of the Pledged Collateral;

         (B)  dividends and other
    distributions paid or payable in cash with
    respect to any of the Pledged Collateral on
    account of a partial or total liquidation or
    dissolution or in connection with a
    reduction of capital, capital surplus or
    paid-in surplus; and

         (C)  cash paid, payable or otherwise
    distributed with respect to principal of, or
    in redemption of, or in exchange for, any
    of the Pledged Collateral;

shall be Pledged Collateral, and shall be forthwith
delivered to the Lender to hold as Pledged
Collateral and shall, if received by the Pledgor, be
received in trust for the Lender, be segregated
from the other property or funds of the Pledgor,
and be delivered immediately to the Lender as
Pledged Collateral in the same form as so received
(with any necessary endorsement); and

         (ii)  The Lender shall execute and
deliver (or cause to be executed and delivered) to
the Pledgor all such proxies and other instruments
as the Pledgor may reasonably request for the
purpose of enabling the Pledgor to receive the
dividends or interest payments which it is
authorized to receive and retain pursuant to clause
(i) above.

         (b) After the occurrence of an
Event of Default:

<PAGE>
         (i)  All rights of the Pledgor to
receive the dividends and interest payments which
it would otherwise be authorized to receive and
retain pursuant to Section 7(a)(i) hereof shall
cease, and all such rights shall thereupon become
vested in the Lender, which shall thereupon have
the sole right to receive and hold as Pledged
Collateral such dividends and interest payments; 

         (ii)  All dividends and interest
payments which are received by the Pledgor
contrary to the provisions of clause (i) of this
Section 7(b) shall be received in trust for the
Lender, shall be segregated from other funds of
the Pledgor and shall be paid over immediately to
the Lender as Pledged Collateral in the same form
as so received (with any necessary endorsements);

         (iii)  The Pledgor shall, upon the
request of the Lender, at Pledgor's expense, use its
best efforts to obtain all necessary governmental
approvals for the sale of the Pledged Collateral, as
requested by the Lender; 
 
         (iv)  The Pledgor shall, upon the
request of the Lender, at the Pledgor's expense, do
or cause to be done all such other acts and things
as may be necessary to make such sale of the
Pledged Collateral or any part thereof valid and
binding and in compliance with applicable law.

The Pledgor will reimburse the Lender for all
expenses incurred by the Lender, including,
without limitation, reasonable attorneys' and
accountants' fees and expenses in connection with
the foregoing.  The Pledgor agrees that, in light of
the fact that federal and state securities laws
impose certain restrictions on the method by
which the Pledged Collateral may be sold, it will
be commercially reasonable if a private sale, upon
at least ten (10) days' notice to the Pledgor, is
arranged so as to avoid a public offering, even
though the sales price established and/or obtained
at such private sale may be substantially less than
prices which could have been obtained for such
security on any market or exchange or in any
other public sale.

         8.  Transfers and Other Liens.  The
Pledgor agrees that it will not (i) sell or otherwise
dispose of, or grant any option with respect to,
any of the Pledged Collateral without the prior
written consent of the Lender, or (ii) create or
permit to exist any Lien upon or with respect to
any of the Pledged Collateral except for the
security interest under this Pledge Agreement, the
Existing Loan Agreements and in connection with
the Indenture.

         9.  Remedies.  (a)  The Lender
shall have, in addition to any other rights given
under this Pledge Agreement or by law, all of the
rights and remedies with respect to the Pledged
Collateral of a secured party under the Uniform
Commercial Code as in effect in the State of New
York.  After the occurrence of an Event of
Default and following written notice to the
Pledgor, the Lender (personally or through an
agent) is hereby authorized and empowered to
transfer and register in its name or in the name of
its nominee the whole or any part of the Pledged
Collateral, to exercise all voting rights with
respect thereto, to collect and receive all cash
dividends and other distributions made thereon,
and to otherwise act with respect to the Pledged
Collateral as though the Lender were the outright
owner thereof.  The Pledgor hereby irrevocably
constitutes and appoints the Lender as the proxy
and attorney-in-fact of the Pledgor, with full
power of substitution to do so, such proxy
becoming effective upon the occurrence of an
Event of Default and following written notice
thereof; provided, however, that the Lender shall
have no duty to exercise any such right or to
preserve the same and shall not be liable for any
failure to do so or for any delay in doing so.  In
addition, after the occurrence of an Event of
Default, the Lender shall have such powers of sale
and other powers as may be conferred by
applicable law.  With respect to the Pledged
Collateral or any part thereof which shall then be
in or shall thereafter come into the possession or
custody of the Lender or which the Lender shall
otherwise have the ability to transfer under
applicable law, the Lender may, in its sole
discretion, without notice except as specified
below, after the occurrence of an Event of
Default, sell or cause the same to be sold at any
exchange, broker's board or at public or private
sale, in one or more sales or lots, at such price as
the Lender may deem best, for cash or on credit
or for future delivery, without assumption of any
credit risk, and the purchaser of any or all of the
Pledged Collateral so sold shall thereafter own the
same, absolutely free from any claim,
encumbrance or right of any kind whatsoever. 
The Lender may, in its own name, or in the name
of a designee or nominee, buy the Pledged
Collateral at any public sale and, if permitted by
applicable law, buy the Pledged Collateral at any
private sale.  The Pledgor will pay to the Lender
all reasonable expenses (including, without
limitation, court costs and reasonable attorneys'
and paralegals' fees and expenses) of, or
incidental to, the enforcement of any of the
provisions hereof.  The Lender agrees to distribute
any proceeds of the sale of the Pledged Collateral
in accordance with the Loan Agreement and the
Pledgor shall remain liable for any deficiency
following the sale of the Pledged Collateral.

         (b)  Unless any of the Pledged
Collateral threatens to decline speedily in value or
is or becomes of a type sold on a recognized
market, the Lender will give the Pledgor
reasonable notice of the time and place of any
public sale thereof, or of the time after which any
private sale or other intended disposition is to be
made.  Any sale of the Pledged Collateral
conducted in conformity with reasonable
commercial practices of banks, commercial
finance companies, insurance companies or other
financial institutions disposing of property similar
to the Pledged Collateral shall be deemed to be
commercially reasonable.  Notwithstanding any
provision to the contrary contained herein, the
Pledgor agrees that any requirements of reasonable
notice shall be met if such notice is received by
the Pledgor as provided in Section 25 below at
least ten (10) days before the time of the sale or
disposition; provided, however, that the Lender
may give any shorter notice that is commercially
reasonable under the circumstances.  Any other
requirement of notice, demand or advertisement
for sale is waived, to the extent permitted by law.

         (c)  In view of the fact that federal
and state securities laws may impose certain
restrictions on the method by which a sale of the
Pledged Collateral may be effected after an Event
of Default, the Pledgor agrees that after the
occurrence of an Event of Default, the Lender
may, from time to time, attempt to sell all or any
part of the Pledged Collateral by means of a
private placement restricting the bidders and
prospective purchasers to those who are qualified
and will represent and agree that they are
purchasing for investment only and not for
distribution.  In so doing, the Lender may solicit
offers to buy the Pledged Collateral, or any part of
it, from a limited number of investors deemed by
the Lender, in its reasonable judgment, to be
financially responsible parties who might be
interested in purchasing the Pledged Collateral.  If
the Lender solicits such offers from not less than
three (3) such investors, then the acceptance by
the Lender of the highest offer obtained therefrom
shall be deemed to be a commercially reasonable
method of disposing of such Pledged Collateral;
provided, however, that this Section does not
impose a requirement that the Lender solicit offers
from three or more investors in order for the sale
to be commercially reasonable.

         10.  Security Interest Absolute.  All
rights of the Lender and security interests
hereunder, and all obligations of the Pledgor
hereunder, shall be absolute and unconditional
irrespective of:

         (a)  Any lack of validity or
    enforceability of the Loan Agreement or
    any other agreement or instrument relating
    thereto;

         (b)  Any change in the time,
    manner or place of payment of, or in any
    other term of, all or any part of the
    Liabilities, or any other amendment or
    waiver of or any consent to any departure
    from the Loan Agreement; 

         (c)  Any exchange, release or
    non-perfection of any other collateral, or
    any release or amendment or waiver of or
    consent to departure from any guaranty, for
    all or any part of the Liabilities; or

         (d)  any other circumstance which
    might otherwise constitute a defense
    available to, or a discharge of, the Pledgor
    in respect of the Liabilities or of this
    Pledge Agreement.

         11.  Lender Appointed
Attorney-in-Fact.  The Pledgor hereby appoints
the Lender its attorney-in-fact, with full authority,
in the name of the Pledgor or otherwise, after the
occurrence of an Event of Default, from time to
time in the Lender's sole discretion, to take any
action and to execute any instrument which the
Lender may deem necessary or advisable to
accomplish the purposes of this Pledge
Agreement, including, without limitation, to
receive, endorse and collect all instruments made
payable to the Pledgor representing any dividend,
interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to
give full discharge for the same and to arrange for
the transfer of all or any part of the Pledged
Collateral on the books of a Direct Subsidiary to
the name of the Lender or its nominee.

         12.  Waivers.  (a) The Pledgor
waives presentment and demand for payment of
any of the Liabilities, protest and notice of
dishonor or Event of Default with respect to any
of the Liabilities and all other notices to which the
Pledgor might otherwise be entitled except as
otherwise expressly provided herein or in the Loan
Agreement. 

         (b) The Pledgor agrees that all of
its obligations under this Pledge Agreement shall
remain in full force and effect without defense,
offset or counterclaim of any kind. 

         (c)  The Pledgor hereby expressly
waives the benefits of any laws purporting to
allow a guarantor or pledgor to revoke a
continuing guaranty or pledge with respect to any
transactions occurring after the date of the
guaranty or pledge.

         13.  Term.  This Pledge Agreement
shall remain in full force and effect until the
Liabilities have been fully and indefeasibly paid in
cash, all obligations if the Pledgor in connection
with the Loan Agreements have been repaid and
the Loan Agreement has been terminated pursuant
to its terms.  Upon the termination of this Pledge
Agreement as provided above (other than as a
result of the sale of the Pledged Collateral), the
Lender will release the security interest created
hereunder and, if they then have possession of the
Pledged Stock, will deliver the Pledged Stock and
the Powers to the Pledgor.

         14.  Definitions.  The singular shall
include the plural and vice versa and any gender
shall include any other gender as the context may
require.

         15.  Successors and Assigns.  This
Pledge Agreement shall be binding upon and inure
to the benefit of the Pledgor, the Lender and their
respective successors and assigns.  The Pledgor's
successors and assigns shall include, without
limitation, a receiver, trustee or
debtor-in-possession of or for the Pledgor.

         16.  GOVERNING LAW.  THIS
PLEDGE AGREEMENT HAS BEEN
EXECUTED AND DELIVERED BY THE
PARTIES HERETO IN NEW YORK, NEW
YORK.  ANY DISPUTE BETWEEN THE
LENDER AND THE PLEDGOR ARISING OUT
OF OR RELATED TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS PLEDGE
AGREEMENT, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAWS BUT OTHERWISE
WITHOUT REGARD TO CONFLICTS OF
LAWS PROVISIONS.

         17.  Consent to Jurisdiction;
Counterclaims; Forum Non Conveniens.  (a)
Exclusive Jurisdiction.  Except as provided in
subsection (b) of this Section 17, the Lender and
the Pledgor agree that all disputes between them
arising out of or related to the relationship
established between them in connection with this
Pledge Agreement, whether arising in contract,
tort, equity, or otherwise, shall be resolved only
by state or federal courts located in New York,
New York, but the parties acknowledge that any
appeals from those courts may have to be heard
by a court located outside of New York, New
York.

         (b)  Other Jurisdictions.  The
Lender shall have the right to proceed against the
Pledgor or its property in a court in any location
to enable the Lender to obtain personal
jurisdiction over the Pledgor, to realize on the
Pledged Collateral or any other security for the
Liabilities or to enforce a judgment or other court
order entered in favor of the Lender.  The Pledgor
shall not assert any permissive counterclaims in
any proceeding brought by the Lender arising out
of or relating to this Pledge Agreement.

         (c)  Venue; Forum Non
Conveniens.  Each of the Pledgor and the Lender
waives any objection that it may have (including,
without limitation, any objection to the laying of
venue or based on forum non conveniens) to the
location of the court in which any proceeding is
commenced in accordance with this Section 17.

         18.  WAIVER OF JURY TRIAL. 
EACH OF THE PLEDGOR AND THE Lender
WAIVES ANY RIGHT TO TRIAL BY JURY IN
ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE,
BETWEEN THE LENDER AND THE
PLEDGOR ARISING OUT OF OR RELATED
TO THE TRANSACTIONS CONTEMPLATED
BY THIS PLEDGE AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH.  EITHER THE
PLEDGOR OR THE Lender MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF
THIS PLEDGE AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.

         19.  Waiver of Bond.  The Pledgor
waives the posting of any bond otherwise required
of the Lender in connection with any judicial
process or proceeding to realize on the Collateral
or any other security for the Liabilities, to enforce
any judgment or other court order entered in favor
of the Lender, or to enforce by specific
performance, temporary restraining order, or
preliminary or permanent injunction, this Pledge
Agreement or any other agreement or document
between the Lender and the Pledgor.

         20.  Advice of Counsel.  The
Pledgor represents and warrants to the Lender that
it has consulted with its legal counsel regarding all
waivers under this Pledge Agreement, including
without limitation those under Section 12 and
Sections 16 through 19 hereof, that it believes that
it fully understands all rights that it is waiving and
the effect of such waivers, that it assumes the risk
of any misunderstanding that it may have
regarding any of the foregoing, and that it intends
that such waivers shall be a material inducement
to the Lender to extend the indebtedness secured
hereby.

         21.  Severability.  Whenever
possible, each provision of this Pledge Agreement
shall be interpreted in such manner as to be
effective and valid under applicable law, but, if
any provision of this Pledge Agreement shall be
held to be prohibited or invalid under applicable
law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the
remaining provisions of this Pledge Agreement.

         22.  Further Assurances.  The
Pledgor agrees that it will cooperate with the
Lender and will execute and deliver, or cause to
be executed and delivered, all such other stock
powers, proxies, instruments and documents, and
will take all such other actions, including, without
limitation, the execution and filing of financing
statements, as the Lender may reasonably request
from time to time in order to carry out the
provisions and purposes of this Pledge Agreement.

         23.  The Lender' s Duty of Care. 
The Lender shall not be liable for any acts,
omissions, errors of judgment or mistakes of fact
or law including, without limitation, acts,
omissions, errors or mistakes with respect to the
Pledged Collateral, except for those arising out of
or in connection with the Lender's (i) gross
negligence or willful misconduct, or (ii) failure to
use reasonable care with respect to the safe
custody of the Pledged Collateral in the Lender's
possession.  Without limiting the generality of the
foregoing, the Lender shall be under no obligation
to take any steps necessary to preserve rights in
the Pledged Collateral against any other parties but
may do so at its option.  All expenses incurred in
connection therewith shall be for the sole account
of the Pledgor, and shall constitute part of the
Liabilities secured hereby.

         24.  Notices.  All notices and other
communications required or desired to be served,
given or delivered hereunder shall be made in
writing or by a telecommunications device capable
of creating a written record and shall be addressed
to the party to be notified as follows:

if to the Pledgor, at

         Aegis Auto Finance, Inc.
         525 Washington Boulevard
         Jersey City, New Jersey  07310
         Attention: President
         Telecopy:  (201) 418-7379

if to the Lender, at

         III Finance, Ltd.
         c/o Admiral Administration Ltd.
         Anchorage Center, 2nd Floor
         Grand Cayman, Cayman Islands
         British West Indies
         Attention:  David Bree
         Telecopy:  (345) 949-0705

with copies to

         III Offshore Advisors
         250 South Australian Avenue, Suite
600
         West Palm Beach, Florida  33401
         Attention: Robert Fasulo
         Telecopy: (407) 655-5496

or, as to each party, at such other address as
designated by such party in a written notice to the
other party.  All such notices and communications
shall be deemed to be validly served, given or
delivered (i) three (3) days following deposit in
the United States mails, with proper postage
prepaid; (ii) upon delivery thereof if delivered by
hand to the party to be notified; (iii) one Business
Day after delivery thereof to a reputable overnight
courier service, with delivery charges prepaid; or
(iv) upon transmission thereof with confirmation
of successful transmission from the sending
telecommunications device, if sent by
telecommunications device.

         25.  Amendments, Waivers and
Consents.  No amendment or waiver of any
provision of this Pledge Agreement nor consent to
any departure by the Pledgor herefrom, shall in
any event be effective unless the same shall be in
writing and signed by the Lender pursuant to its
authority under the Loan Agreement, and then
such amendment, waiver or consent shall be
effective only in the specific instance and for the
specific purpose for which given.

         26.  Section Headings.  The section
headings herein are for convenience of reference
only, and shall not affect in any way the
interpretation of any of the provisions hereof.

         27.  Execution in Counterparts. 
This Pledge Agreement may be executed in any
number of counterparts, each of which shall be an
original, but all of which shall together constitute
one and the same agreement.

         28.  Merger.  This Pledge
Agreement represents the final agreement of the
Pledgor with respect to the matters contained
herein and may not be contradicted by evidence of
prior or contemporaneous agreements, or
subsequent oral agreements, between the Pledgor
and the Lender.

         29.  Reference to and Effect Upon
Existing Pledge Agreements; No Novation.  This
Pledge Agreement amends and restates previously
delivered pledge agreements executed and
delivered by the Pledgor to the Lender in
connection with Existing Loan Agreements.  This
Pledge Agreement merely restates the grant of the
security interest in the Pledged Collateral granted
to the Lender in connection with the Existing
Loan Agreements and shall not be construed as a
novation of such grant.

         30.  Stock Powers.  Upon the
payment in full of all "Senior Indebtedness" (as
defined in the Indenture) by the Borrower to the
Lender, and if there shall be any indebtedness
owing by the Pledgor under the Indenture, the
Lender shall deliver to the Indenture Trustee the
Pledged Stock then in its possession, together with
all stock powers related thereto.



<PAGE>
         IN WITNESS WHEREOF, the
Pledgor and the Lender have executed this Pledge
Agreement as of the date set forth above.


                             
    AEGIS AUTO FINANCE, INC.



                             
    By:  _________________________
                             
         Name: ___________________
                             
         Title: ____________________



III FINANCE, LTD.


                                       
    By:  _________________________
                             
         Name: ___________________
                             
         Title: ____________________



<PAGE>
                               ACKNOWLEDGMENT


         The undersigned hereby
acknowledges receipt of a copy of the foregoing
Pledge Agreement, agrees promptly to note on its
books the security interests granted under such
Pledge Agreement, and waives any rights or
requirement at any time hereafter to receive a
copy of such Pledge Agreement in connection
with the registration of any Pledged Collateral in
the name of the Lender or its nominee or the
exercise of voting rights by the Lender or its
nominee.

AEGIS AUTO FUNDING CORP. IV


    By:  ___________________________
                             
    Name: _____________________
                                
    Title: ______________________


AEGIS AUTO FUNDING CORP. II


    By:  ___________________________
                             
    Name: _____________________
                                
    Title: ______________________


AEGIS AUTO FUNDING CORP.


    By:  ___________________________
                             
    Name: _____________________
                                
    Title: ______________________




<PAGE>
                                 EXHIBIT A
                                     to
                              PLEDGE AGREEMENT
                         dated as of April 30, 1997



                         Pledged Stock Certificates




                             
              Number of
Name of Direct                    
              Issued and
  Subsidiary                      
              Outstanding Shares
 

Aegis Auto Funding Corp. IV       
           [__________]

Aegis Auto Funding Corp. II       
                [__________]

Aegis Auto Funding Corp.               
           [__________]
    
<PAGE>
                             TABLE OF CONTENTS


    1.  Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

    2.  Security for Liabilities . . . . . . . . . . . . . . . . . . . . . 2

    3.  Pledged Collateral Adjustments . . . . . . . . . . . . . . . . . . 2

    4.  Subsequent Changes Affecting Pledged
    Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

    5.  Representations and Warranties . . . . . . . . . . . . . . . . . . 3

    6.  Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 4

    7.  Dividends and Other Distributions. . . . . . . . . . . . . . . . . 4

    8.  Transfers and Other Liens. . . . . . . . . . . . . . . . . . . . . 5

    9.  Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

    10.  Security Interest Absolute. . . . . . . . . . . . . . . . . . . . 7

    11.  Lender Appointed Attorney-in-Fact . . . . . . . . . . . . . . . . 7

    12.  Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

    13.  Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

    14.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

    15.  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . 8

    16.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 8

    17.  Consent to Jurisdiction;
    Counterclaims; Forum Non Conveniens. . . . . . . . . . . . . . . . . . 8

    18.  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . 9

    19.  Waiver of Bond. . . . . . . . . . . . . . . . . . . . . . . . . . 9

    20.  Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . 9

    21.  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

    22.  Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . 9

    23.  The Lender' s Duty of Care. . . . . . . . . . . . . . . . . . . . 9

    24.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

    25.  Amendments, Waivers and Consents. . . . . . . . . . . . . . . . .11

    26.  Section Headings. . . . . . . . . . . . . . . . . . . . . . . . .11

    27.  Execution in Counterparts . . . . . . . . . . . . . . . . . . . .11

    28.  Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

    29.  Reference to and Effect Upon Existing
    Pledge Agreements; No Novation . . . . . . . . . . . . . . . . . . . .11

    30.  Stock Powers. . . . . . . . . . . . . . . . . . . . . . . . . . .11





                                  EXHIBITS


EXHIBIT A               Pledged Stock
Certificates

EXHIBIT B               Form of Stock Power
A:\10_108_2.WPD   September 4, 1997 (12:4p)