REGISTRATION RIGHTS AGREEMENT 
 
 
          Registration Rights Agreement (this 
"Agreement") dated as of April 30, 1997 by and 
between The Aegis Consumer Funding Group, Inc., 
a Delaware corporation (the "Company"), and the 
Persons named on Schedule 1 as Holders (each, a 
"Holder" and collectively, the "Holders"). 
 
                  RECITALS 
 
          WHEREAS, pursuant to that certain 
Note Purchase Agreement dated as of the date 
hereof, by and between the Company and the 
Holders (the "Purchase Agreement"), the Holders 
have agreed to purchase $21,333,333 aggregate 
principal amount of 12% Exchangeable 
Subordinated Notes due April 30, 2004 (the 
"Notes") from the Company and the Company has 
agreed to provide certain rights to the Holders to 
cause (i) any shares of Preferred Stock issued upon 
exchange of the Notes or upon the exercise of 
Warrants to purchase Preferred Stock and (ii) any 
shares of Common Stock issued upon redemption of 
shares of Preferred Stock or upon exercise of 
Warrants to purchase Common Stock to be 
registered pursuant to the Securities Act; and 
 
          WHEREAS, the parties hereto hereby 
desire to set forth the Holders' rights and the 
Company's obligations to cause the registration of 
the Registrable Securities pursuant to the Securities 
Act; 
 
          NOW, THEREFORE, in 
consideration of the purchase by the Holders of the 
Notes pursuant to the Purchase Agreement, and for 
other good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, 
the parties hereto agree as follows: 
 
 
Section 1.    Definitions and Usage.   
 
As used in this Agreement: 
 
    1.1. Definitions. 
 
    Agent.  "Agent" means the principal 
placement agent on an agented placement of 
Registrable Securities. 
 
    Commission.  "Commission" shall mean the 
Securities and Exchange Commission. 
 
    Common Stock.  "Common Stock" shall 
mean (i) the common stock, par value $.01 per 
share, of the Company, and (ii) shares of capital 
stock of the Company issued by the Company in 
respect of or in exchange for shares of such 
common stock in connection with any stock 
dividend or distribution, stock split-up, 
recapitalization, recombination or exchange by the 
Company generally of shares of such common stock. 
 
    Continuously Effective.   "Continuously 
Effective," with respect to a specified registration 
statement, shall mean that it shall not cease to be 
effective and available for Transfers of Registrable 
Securities thereunder for longer than either (i) any 
ten (10) consecutive business days, or (ii) an 
aggregate of fifteen (15) business days during the 
period specified in the relevant provision of this 
Agreement. 
 
    Demanding Holders.  "Demanding Holders" 
shall have the meaning set forth in Section 2.1(i). 
 
    Demand Registration.  "Demand 
Registration" shall have the meaning set forth in 
Section 2.1(i). 
 
    Exchange Act.  "Exchange Act" shall mean 
the Securities Exchange Act of 1934, as amended. 
 
    Holders.  "Holders" shall mean the Persons 
named on Schedule 1 as Holders of Registrable 
Securities and Transferees of such Persons' 
Registrable Securities with respect to the rights that 
such Transferees shall have acquired in accordance 
with Section 8, at such times as such Persons shall 
own Registrable Securities. 
 
    Majority Selling Holders.  "Majority Selling 
Holders" shall mean those Selling Holders whose 
Registrable Securities included in such registration 
represent a majority of the Registrable Securities of 
all Selling Holders included therein. 
 
    Person.  "Person" shall mean any individual, 
corporation, partnership, joint venture, association, 
joint-stock company, limited liability company, trust, 
unincorporated organization or government or other 
agency or political subdivision thereof. 
 
    Piggyback Registration.  "Piggyback 
Registration" shall have the meaning set forth in 
Section 3. 
 
    Preferred Stock.  "Preferred Stock" shall 
mean (i) the Class D Redeemable Preferred Stock of 
the Company, par value $.10 per share, stated value 
$1,000 per share, of the Company and (ii) shares of 
capital stock of the Company issued by the 
Company in respect of or in exchange for shares of 
such preferred stock in connection with any stock 
dividend or distribution, stock split-up, 
recapitalization, recombination or exchange by the 
Company generally of shares of such preferred 
stock. 
 
    Purchase Agreement.  "Purchase Agreement" 
shall have the meaning set forth in the Recitals. 
 
    Register, Registered and Registration.  
"Register", "registered", and "registration"  shall 
refer to a registration effected by preparing and 
filing a registration statement or similar document in 
compliance with the Securities Act, and the 
declaration or ordering by the Commission of 
effectiveness of such registration statement or 
document. 
 
    Registrable Securities.  "Registrable 
Securities" shall mean, subject to Section 8 and 
Section 10.3: (i) the Shares owned by a Holder on 
the date of determination, (ii) any shares of 
Common Stock or Preferred Stock or other 
securities issued as (or issuable upon the conversion 
or exercise of any warrant, right or other security 
which is issued as) a dividend or other distribution 
with respect to, or in exchange by the Company 
generally for, or in replacement by the Company 
generally of, such Shares; and (iii) any securities 
issued in exchange for Shares in any merger or 
reorganization of the Company; provided, however, 
that Registrable Securities shall not include any 
Shares which have theretofore been registered and 
sold pursuant to the Securities Act or which have 
been sold to the public pursuant to Rule 144 or any 
similar rule promulgated by the Commission 
pursuant to the Securities Act, and, provided further, 
the Company shall have no obligation under Section 
2 or Section 3 to register any Registrable Securities 
of a Holder if the Company shall deliver to the 
Holders requesting such registration an opinion of 
counsel reasonably satisfactory to such Holders and 
its counsel to the effect that the proposed sale or 
disposition of all of the Registrable Securities for 
which registration was requested does not require 
registration under the Securities Act for a sale or 
disposition in a single public sale, and offers to 
remove any and all legends restricting transfer from 
the certificates evidencing such Registrable 
Securities.  For purposes of this Agreement, a 
Person will be deemed to be a holder of Registrable 
Securities whenever such Person has the then- 
existing right to acquire such Registrable Securities 
(by conversion, purchase or otherwise), whether or 
not such acquisition has actually been effected. 
 
    Registrable Securities then outstanding.  
"Registrable Securities then outstanding" shall mean, 
with respect to a specified determination date, the 
Registrable Securities owned by all Holders on such 
date. 
 
    Registration Expenses.  "Registration 
Expenses" shall have the meaning set forth in 
Section 6.1. 
 
    Securities Act.  "Securities Act" shall mean 
the Securities Act of 1933, as amended. 
 
    Selling Holders.  "Selling Holders" shall 
mean, with respect to a specified registration 
pursuant to this Agreement, Holders whose 
Registrable Securities are included in such 
registration. 
 
    Shares.  "Shares" shall mean the shares of 
Preferred Stock issuable upon exchange of the Notes 
or upon the exercise of any warrants issuable upon 
the redemption of the Notes and the shares of 
Common Stock issuable upon redemption of the 
Preferred Stock or upon the exercise of any warrants 
issuable upon the redemption of the Preferred Stock. 
 
    Transfer.  "Transfer" shall mean and include 
the act of selling, giving, transferring, creating a 
trust (voting or otherwise), assigning or otherwise 
disposing of Registrable Securities (other than 
pledging, hypothecating or otherwise transferring as 
security) (and correlative words shall have 
correlative meanings); provided however, that any 
transfer or other disposition upon foreclosure or 
other exercise of remedies of a secured creditor after 
an event of default under or with respect to a 
pledge, hypothecation or other transfer as security 
shall constitute a "Transfer". 
 
    Underwriters' Representative.  
"Underwriters' Representative shall mean the 
managing underwriter, or, in the case of a co- 
managed underwriting, the managing underwriter 
designated as the Underwriters' Representative by 
the co-managers. 
 
    Violation.  "Violation" shall have the 
meaning set forth in Section 7.1. 
 
    1.2  Usage. 
 
    (i)  References to a Person are also 
references to its assigns and successors in interest 
(by means of merger, consolidation or sale of all or 
substantially all the assets of such Person or 
otherwise, as the case may be). 
 
    (ii) References to Registrable Securities 
"owned" by a Holder shall include Registrable 
Securities beneficially owned by such Person but 
which are held of record in the name of a nominee, 
trustee, custodian, or other agent, but shall exclude 
Shares held by a Holder in a fiduciary capacity for 
customers of such Person. 
 
    (iii)     References to a document are to it as 
amended, waived and otherwise modified from time 
to time and references to a statute or other 
governmental rule are to it as amended and 
otherwise modified from time to time (and 
references to any provision thereof shall include 
references to any successor provision). 
 
    (iv) References to Sections or to 
Schedules or Exhibits are to sections hereof or 
schedules or exhibits hereto, unless the context 
otherwise requires. 
 
    (v)  The definitions set forth herein are 
equally applicable both to the singular and plural 
forms and the feminine, masculine and neuter forms 
of the terms defined. 
 
    (vi) The term "including" and correlative 
terms shall be deemed to be followed by "without 
limitation" whether or not followed by such words 
or words of like import. 
 
    (vii)     The term "hereof" and similar terms 
refer to this Agreement as a whole. 
 
    (viii)    The "date of" any notice or request 
given pursuant to this Agreement shall be 
determined in accordance with Section 13. 
 
Section 2.    Demand Registration.   
 
    2.1.      (i)  The Company covenants and 
agrees with the Holders of the Shares, that upon 
written request of Holders that own an aggregate of 
51% or more of the Registrable Securities then 
outstanding (the "Demanding Holders"), the 
Company shall cause there to be filed with the 
Commission a registration statement meeting the 
requirements of the Securities Act (a "Demand 
Registration"), and each Demanding Holder shall be 
entitled to have included therein (subject to Section 
2.7) all or such number of such Demanding Holder's 
Registrable Securities as the Demanding Holder 
shall report in writing.  Any request made pursuant 
to this Section 2.1 shall be addressed to the attention 
of the Secretary of the Company, and shall specify 
the number of Registrable Securities to be 
registered, the intended methods of disposition 
thereof and that the request is for a Demand 
Registration pursuant to this Section 2.1(i). 
 
    (ii) Whenever the Company shall have 
received a demand pursuant to Section 2.1(i) to 
effect the registration of any Registrable Securities, 
the Company shall promptly give written notice of 
such proposed registration to all Holders.  Any such 
Holder may, within twenty (20) days after receipt of 
such notice, request in writing that all of such 
Holder's Registrable Securities, or any portion 
thereof designated by such Holder, be included in 
the registration. 
 
    2.2. Following receipt of a request for a 
Demand Registration, the Company shall: 
 
    (i)  File the registration statement with 
the Commission as promptly as practicable, and 
shall use the Company's best efforts to have the 
registration statement declared effective under the 
Securities Act as soon as reasonably practicable, in 
each instance giving due regard to the need to 
prepare current financial statements, conduct due 
diligence and complete other actions that are 
reasonably necessary to effect a registered public 
offering. 
 
    (ii) Use the Company's best efforts to 
keep the relevant registration statement Continuously 
Effective for up to 180 days or until such earlier 
date as of which all the Registrable Securities under 
such Registration Statement shall have been 
disposed of in the manner described in the 
Registration Statement.  Notwithstanding the 
foregoing, if for any reason the effectiveness of a 
registration pursuant to this Section 2 is suspended, 
the foregoing period shall be extended by the 
aggregate number of days of such suspension. 
 
    2.3. The Company shall be obligated to 
effect no more than two Demand Registrations.  For 
purposes of the preceding sentence, registration shall 
not be deemed to have been effected (i) unless a 
registration statement with respect thereto has 
become effective, (ii) if after such registration 
statement has become effective, such registration or 
the related offer, sale or distribution of Registrable 
Securities thereunder is interfered with by any stop 
order, injunction or other order or requirement of 
the Commission or other governmental agency or 
court for any reason not attributable to the Selling 
Holders and such interference is not thereafter 
eliminated, or (iii) if reasonable and customary 
conditions to closing applicable to the Company 
specified in the underwriting agreement, if any, 
entered into in connection with such registration are 
not satisfied or waived.  If the Company shall have 
complied with its obligations under this Agreement, 
a right to demand a registration pursuant to this 
Section 2 shall be deemed to have been satisfied 
upon the earlier of (x) the date as of which all of 
the Registrable Securities included therein shall have 
been disposed of pursuant to the Registration 
Statement, and (y) the date as of which such 
Demand Registration shall have been Continuously 
Effective for a period of 180 days. 
 
    2.4. A registration pursuant to this Section 
2 shall be on such appropriate registration form of 
the Commission as shall (i) be selected by the 
Company and be reasonably acceptable to the 
Majority Selling Holders, and (ii) permit the 
disposition of the Registrable Securities in 
accordance with the intended method or methods of 
disposition specified in the request pursuant to 
Section 2.1(i). 
 
    2.5. If any registration pursuant to Section 
2 involves an underwritten offering (whether on a 
"firm", "best efforts" or "all reasonable efforts" basis 
or otherwise), or an agented offering, the Majority 
Selling Holders, shall have the right to select the 
underwriter or underwriters and manager or 
managers to administer such underwritten offering 
or the placement agent or agents for such agented 
offering; provided, however, that each Person so 
selected shall be reasonably acceptable to the 
Company. 
 
    2.6. Whenever the Company shall effect 
a registration pursuant to this Section 2 in 
connection with an underwritten offering by one or 
more Selling Holders of Registrable Securities:  (i) 
if such Selling Holders have requested the inclusion 
therein of more than one class of Registrable 
Securities, and the Underwriters' Representative or 
Agent advises each such Selling Holder in writing 
that, in its opinion, the inclusion of more than one 
class of Registrable Securities would adversely 
affect such offering, the Demanding Holders holding 
at least a majority of the Registrable Securities 
proposed to be sold therein by them, shall decide 
which class of Registrable Securities shall be 
included therein in such offering and the related 
registration, and the other class shall be excluded; 
and (ii) if the Underwriters' Representative or Agent 
advises each such Selling Holder in writing that, in 
its opinion, the amount of securities requested to be 
included in such offering (whether by Selling 
Holders or others) exceeds the amount which can be 
sold in such offering within a price range acceptable 
to the Majority Selling Holders, securities shall be 
included in such offering and the related 
registration, to the extent of the amount which can 
be sold within such price range. 
 
Section 3.    Piggyback Registration. 
 
    3.1. If at any time the Company proposes 
to register (including for this purpose a registration 
effected by the Company for shareholders of the 
Company other than the Holders) securities under 
the Securities Act in connection with a public 
offering solely for cash on Form S-1, S-2 or S-3 (or 
any replacement or successor forms), the Company 
shall promptly give each Holder of Registrable 
Securities written notice of such registration (a 
"Piggyback Registration").  Upon the written request 
of each Holder given within 20 days following the 
date of such notice, the Company shall cause to be 
included in such registration statement and use its 
best efforts to be registered under the Securities Act 
all the Registrable Securities that each such Holder 
shall have requested to be registered.  The Company 
shall have the absolute right to withdraw or cease to 
prepare or file any registration statement for any 
offering referred to in this Section 3 without any 
obligation or liability to any Holder. 
 
    3.2. If the Underwriters' Representative or 
Agent shall advise the Company in writing (with a 
copy to each Selling Holder) that, in its opinion, the 
amount of Registrable Securities requested to be 
included in such registration would materially 
adversely affect such offering, or the timing thereof, 
then the Company will include in such registration, 
to the extent of the amount and class which the 
Company is so advised can be sold without such 
material adverse effect in such offering:  first, all 
securities proposed to be sold by the Company for 
its own account; second, the Registrable Securities 
requested to be included in such registration by 
Holders pursuant to this Section 3, and all other 
securities being registered pursuant to the exercise of 
contractual rights comparable to the rights granted 
in this Section 3, pro rata based on the estimated 
gross proceeds from the sale thereof; provided, 
however, that the Holders of Registrable Securities 
may have their respective proportions of included 
securities reduced below their pro rata portion to the 
extent, but only to the extent, that such reduction is 
required by the Registration Rights Agreement dated 
as of January 29, 1996 by and among the Company, 
Swartz 
 Investments, Inc. and the subscribers to the 
Company's Series C Preferred Stock; and third all 
other securities requested to be included in such 
registration. 
 
    3.3. Each Holder shall be entitled to have 
its Registrable Securities included in an unlimited 
number of Piggyback Registrations pursuant to this 
Section 3. 
 
    3.4. If the Company has previously filed 
a registration statement with respect to Registerable 
Securities pursuant to Section 2, and if such 
previous registration has not been withdrawn or 
abandoned, the Company will not file or cause to be 
effected any other registration of any of its equity 
securities or securities convertible or exchangeable 
into or exercisable for its equity securities under the 
Securities Act (except on Form S-8 or any successor 
form), whether on its own behalf or at the request of 
any holder or holders of such securities, until a 
period of 90 days has elapsed from the effective 
date of such a previous registration.   
 
Section 4.    Registration Procedures.  Whenever 
required under Section 2 or Section 3 to effect the 
registration of any Registrable Securities, the 
Company shall, as expeditiously as practicable: 
 
    4.1. Prepare and file with the Commission 
a registration statement with respect to such 
Registrable Securities and use the Company's best 
efforts to cause such registration statement to 
become effective; provided, however, that before 
filing a registration statement or prospectus or any 
amendments or supplements thereto, including 
documents incorporated by reference after the initial 
filing of the registration statement and prior to 
effectiveness thereof, the Company shall furnish to 
one firm of counsel for the Selling Holders (selected 
by the Majority Selling Holders) copies of all such 
documents in the form substantially as proposed to 
be filed with the Commission at least four (4) 
business days prior to filing for review and 
comment by such counsel and if such counsel 
reasonably disagrees with the Company as to the 
contents of any such disclosure, the Selling Holders 
may withdraw any Shares to be so registered from 
any such filing; provided, however, that a demand 
registration shall not be deemed to have been 
effected for purposes of Section 2 in connection 
with any registration statement from which such 
Shares are so withdrawn. 
 
    4.2. Prepare and file with the Commission 
such amendments and supplements to such 
registration statement and the prospectus used in 
connection with such registration statement as may 
be necessary to comply with the provisions of the 
Securities Act and rules thereunder with respect to 
the disposition of all securities covered by such 
registration statement.  If the registration is for an 
underwritten offering, the Company shall amend the 
registration statement or supplement the prospectus 
whenever required by the terms of the underwriting 
agreement entered into pursuant to Section 5.2.  In 
the event that any Registrable Securities included in 
a registration statement subject to, or required by, 
this Agreement remain unsold at the end of the 
period during which the Company is obligated to 
use its best efforts to maintain the effectiveness of 
such registration statement, the Company may file a 
post-effective amendment to the registration 
statement for the purpose of removing such 
Securities from registered status. 
 
    4.3. Furnish to each Selling Holder of 
Registrable Securities, without charge, such numbers 
of copies of the registration statement, any pre- 
effective or post-effective amendment thereto, the 
prospectus, including each preliminary prospectus 
and any amendments or supplements thereto, in each 
case in conformity with the requirements of the 
Securities Act and the rules thereunder, and such 
other related documents as any such Selling Holder 
may reasonably request in order to facilitate the 
disposition of Registrable Securities owned by such 
Selling Holder. 
 
    4.4. Use the Company's best efforts (i) to 
register and qualify the securities covered by such 
registration statement under such other securities or 
Blue Sky laws of such states or jurisdictions as shall 
be reasonably requested by the Underwriters' 
Representative or Agent (as applicable, or if 
inapplicable, the Majority Selling Holders), and (ii) 
to obtain the withdrawal of any order suspending the 
effectiveness of a registration statement, or the 
lifting of any suspension of the qualification (or 
exemption from qualification) of the offer and 
transfer of any of the Registrable Securities in any 
jurisdiction, at the earliest possible moment; 
provided, however, that the Company shall not be 
required in connection therewith or as a condition 
thereto to qualify to do business or to file a general 
consent to service of process in any such states or 
jurisdictions. 
 
    4.5. In the event of any underwritten or 
agented offering, enter into and perform the 
Company's obligations under an underwriting or 
agency agreement (including indemnification and 
contribution obligations of underwriters or agents), 
in usual and customary form, with the managing 
underwriter or underwriters of or agents for such 
offering.  The Company shall also cooperate with 
the Majority Selling Holders and the Underwriters' 
Representative or Agent for such offering in the 
marketing of the Registerable Shares, including 
making available the Company's officers, 
accountants, counsel, premises, books and records 
for such purpose, but the Company shall not be 
required to incur any out-of-pocket expense pursuant 
to this sentence. 
 
    4.6. Promptly notify each Selling Holder 
of any stop order issued or threatened to be issued 
by the Commission in connection therewith and take 
all reasonable actions required to prevent the entry 
of such stop order or to remove it if entered.  
 
    4.7. Make generally available to the 
Company's security holders copies of all periodic 
reports, proxy statements, and other information 
referred to in Section 10.1 and an earnings statement 
satisfying the provisions of Section 11(a) of the 
Securities Act no later than 90 days following the 
end of the 12-month period beginning with the first 
month of the Company's first fiscal quarter 
commencing after the effective date of each 
registration statement filed pursuant to this 
Agreement. 
 
    4.8. Make available for inspection by any 
Selling Holder, any underwriter participating in such 
offering and the representatives of such Selling 
Holder and Underwriter (but not more than one firm 
of counsel to such Selling Holders), all financial and 
other information as shall be reasonably requested 
by them, and provide the Selling Holder, any 
underwriter participating in such offering and the 
representatives of such Selling Holder and 
Underwriter the opportunity to discuss the business 
affairs of the Company with its principal executive 
officers and independent public accountants who 
have certified the audited financial statements 
included in such registration statement, in each case 
all as necessary to enable them to exercise their due 
diligence responsibility under the Securities Act; 
provided, however, that information that the 
Company determines, in good faith, to be 
confidential and which the Company advises such 
Person in writing, is confidential shall not be 
disclosed unless such Person signs a confidentiality 
agreement reasonably satisfactory to the Company or 
the related Selling Holder of Registrable Securities 
agrees to be responsible for such Person's breach of 
confidentiality on terms reasonably satisfactory to 
the Company. 
 
    4.9. Use the Company's best efforts to 
obtain a so-called "comfort letter" from its 
independent public accountants, and legal opinions 
of counsel to the Company addressed to the 
Underwriters and, if such counsel is also 
representing the Selling Holders, to such Selling 
Holders, in customary form and covering such 
matters of the type customarily covered by such 
letters.  The Company shall furnish to each Selling 
Holder copies of any such comfort letter or legal 
opinion that is not otherwise addressed to such 
Selling Holder.  Delivery of any such opinion or 
comfort letter shall be subject to the recipient 
furnishing such written representations or 
acknowledgments as are customarily provided by 
selling shareholders who receive such comfort letters 
or opinions.   
 
    4.10.     Provide and cause to be maintained a 
transfer agent and registrar for all Registrable 
Securities covered by such registration statement 
from and after a date not later than the effective 
date of such registration statement. 
 
    4.11.     Use all reasonable efforts to cause the 
Registrable Securities covered by such registration 
statement (i) if the Common Stock or Preferred 
Stock is then listed on a securities exchange or 
included for quotation in a recognized trading 
market, to continue to be so listed or included for a 
reasonable period of time after the offering, and (ii) 
to be registered with or approved by such other 
United States or state governmental agencies or 
authorities as may be necessary by virtue of the 
business and operations of the Company to enable 
the Selling Holders of Registrable Securities to 
consummate the disposition of such Registrable 
Securities. 
 
    4.12.     Use the Company's reasonable efforts 
to provide a CUSIP number for the Registrable 
Securities prior to the effective date of the first 
registration statement including Registrable 
Securities. 
 
    4.13.     Take such other actions as are 
reasonably required in order to expedite or facilitate 
the disposition of Registrable Securities included in 
each such registration. 
 
Section 5.    Holders' Obligations.  It shall be a 
condition precedent to the obligations of the 
Company to take any action pursuant to this 
Agreement with respect to the Registrable Securities 
of any Selling Holder of Registrable Securities that 
such Selling Holder shall: 
 
    5.1. Furnish to the Company such 
information regarding such Selling Holder, the 
number of the Registrable Securities owned by it, 
and the intended method of disposition of such 
securities and such other information known to such 
Selling Holder as shall reasonably be required to 
effect the registration of such Selling Holder's 
Registrable Securities, and to cooperate with the 
Company in preparing such registration. 
 
    5.2. Agree to sell their Registrable 
Securities to the underwriters at the same price and 
on substantially the same terms and conditions as 
the Company or the other Persons on whose behalf 
the registration statement was being filed have 
agreed to sell their securities, and to execute the 
underwriting agreement agreed to by the Majority 
Selling Holders (in the case of a registration under 
Section 2) or the Company (in the case of a 
registration under Section 3). 
 
Section 6.    Expenses of Registration.  Expenses 
in connection with registrations pursuant to this 
Agreement shall be allocated and paid as follows: 
 
    6.1. With respect to each Demand 
Registration, the Company shall bear and pay all 
expenses incurred in connection with any 
registration, filing, or qualification of Registrable 
Securities with respect to such Demand Registrations 
for each Selling Holder (which right may be 
assigned to any Person to whom Registrable 
Securities are Transferred as permitted by Section 
8), including all registration, filing and National 
Association of Securities Dealers, Inc. fees, all fees 
and expenses of complying with securities or blue 
sky laws, all word processing, duplicating and 
printing expenses, messenger and delivery expenses, 
the reasonable fees and disbursements of counsel for 
the Company, and of the Company's independent 
public accountants, including the expenses of "cold 
comfort" letters required by or incident to such 
performance and compliance, and, in the case of a 
demand registration pursuant to Section 2, the 
reasonable fees and disbursements of one firm of 
counsel for the Selling Holders of Registrable 
Securities (selected by Demanding Holders owning 
a majority of the Registrable Securities owned by 
Demanding Holders to be included in a Demand 
Registration) (the "Registration Expenses"), but 
excluding underwriting discounts and commissions 
relating to Registrable Securities (which shall be 
paid on a pro rata basis by the Selling Holders) and 
any fees and disbursements of counsel for the 
Selling Holders of Registrable Securities in any 
registration pursuant to Section 3, provided, 
however, that the Company shall not be required to 
pay for any expenses of any registration proceeding 
begun pursuant to Section 2 if the registration is 
subsequently withdrawn at the request of the 
Majority Selling Holders (in which case all Selling 
Holders shall bear such expense), unless Holders 
whose Registrable Securities constitute a majority of 
the Registrable Securities then outstanding agree that 
such withdrawn registration shall constitute one of 
the demand registrations under Section 2 hereof. 
 
    6.2. The Company shall bear and pay all 
Registration Expenses incurred in connection with 
any Piggyback Registrations pursuant to Section 3 
for each Selling Holder (which right may be 
Transferred to any Person to whom Registrable 
Securities are Transferred as permitted by Section 
8), but excluding underwriting discounts and 
commissions relating to Registrable Securities 
(which shall be paid on a pro rata basis by the 
Selling Holders of Registrable Securities). 
 
    6.3. Any failure of the Company to pay 
any Registration Expenses as required by this 
Section 6 shall not relieve the Company of its 
obligations under this Agreement. 
 
Section 7.    Indemnification; Contribution.  If any 
Registrable Securities are included in a registration 
statement under this Agreement: 
 
    7.1. To the extent permitted by applicable 
law, the Company shall indemnify and hold 
harmless each Selling Holder, each Person, if any, 
who controls such Selling Holder within the 
meaning of the Securities Act, and each officer, 
director, partner, and employee of such Selling 
Holder and such controlling Person, against any and 
all losses, claims, damages, liabilities and expenses 
(joint or several), including attorneys' fees and 
disbursements and expenses of investigation, 
incurred by such party pursuant to any actual or 
threatened action, suit, proceeding or investigation,  
or to which any of the foregoing Persons may 
become subject under the Securities Act, the 
Exchange Act or other federal or state laws, insofar 
as such losses, claims, damages, liabilities and 
expenses arise out of or are based upon any of the 
following statements, omissions or violations 
(collectively a "Violation"): 
 
         (i)  Any untrue statement or 
alleged untrue statement of a material fact contained 
in such registration statement, including any 
preliminary prospectus or final prospectus contained 
therein, or any amendments or supplements thereto; 
 
         (ii) The omission or alleged 
omission to state therein a material fact required to 
be stated therein, or necessary to make the 
statements therein not misleading; or 
 
         (iii)     Any violation or alleged 
violation by the Company of the Securities Act, the 
Exchange Act, any applicable state securities law or 
any rule or regulation promulgated under the 
Securities Act, the Exchange Act or any applicable 
state securities law; provided, however, that the 
indemnification required by this Section 7.1 shall 
not apply to amounts paid in settlement of any such 
loss, claim, damage, liability or expense if such 
settlement is effected without the consent of the 
Company (which consent shall not be unreasonably 
withheld), nor shall the Company be liable in any 
such case for any such loss, claim, damage, liability 
or expense to the extent that it arises out of or is 
based upon a Violation which (i) occurs in reliance 
upon and in  conformity with written information 
furnished to the Company by the indemnified party 
expressly for use in connection with such 
registration or (ii) arises from an untrue statement or 
omission of a material fact contained in a 
preliminary prospectus if such untrue statement or 
omission was corrected in a subsequent preliminary 
prospectus or the final prospectus and copies of any 
such subsequent preliminary prospectus or final 
prospectus have been made available by the 
Company to the Underwriters (or the Selling 
Holders in the case of a non-underwritten offering).  
The Company shall also indemnify underwriters, 
selling brokers, dealer managers and similar 
securities industry professionals participating in the 
distribution, their officers, directors, agents and 
employees and each person who controls such 
persons (within the meaning of Section 15 of the 
Securities Act or Section 20 of the Exchange Act) 
to the same extent as provided above with respect to 
the indemnification of the Selling Holders. 
 
    7.2. To the extent permitted by applicable 
law, each Selling Holder shall indemnify and hold 
harmless the Company, each of its directors, each of 
its officers who shall have signed the registration 
statement, each Person, if any, who controls the 
Company within the meaning of the Securities Act, 
any other Selling Holder, any controlling Person of 
any such other Selling Holder and each officer, 
director, partner, and employee of such other Selling 
Holder and such controlling Person, against any and 
all losses, claims, damages, liabilities and expenses 
(joint and several), including attorneys' fees and 
disbursements and expenses of investigation, 
incurred by such party pursuant to any actual or 
threatened action, suit, proceeding or investigation, 
or to which any of the foregoing Persons may 
otherwise become subject under the Securities Act, 
the Exchange Act or other federal or state laws, 
insofar as such losses, claims, damages, liabilities 
and expenses arise out of or are based upon any 
Violation, in each case to the extent (and only to the 
extent) that such Violation (i) occurs in reliance 
upon and in conformity with written information 
furnished by such Selling Holder expressly for use 
in connection with such registration or (ii) arises out 
of the failure to distribute by the Underwriters (or 
the Selling Holders in the case of a non- 
underwritten offering) of any preliminary prospectus 
or prospectus made available by the Company to the 
Underwriters (or such Selling Holders, as the case 
may be) which corrects an untrue statement or 
omission of a material fact contained in a previous 
preliminary prospectus; provided, however, that (x) 
the indemnification required by this Section 7.2 
shall not apply to amounts paid in settlement of any 
such loss, claim, damage, liability or expense if 
settlement is effected without the consent of the 
relevant Selling Holder of Registrable Securities, 
which consent shall not be unreasonably withheld, 
and (y) in no event shall the amount of any 
indemnity under this Section 7.2 exceed the gross 
proceeds from the applicable offering received by 
such Selling Holder. 
 
    7.3. Promptly after receipt by an 
indemnified party under this Section 7 of notice of 
the commencement of any action, suit, proceeding, 
investigation or threat thereof made in writing for 
which such indemnified party may make a claim 
under this Section 7, such indemnified party shall 
deliver to the indemnifying party a written notice of 
the commencement thereof and the indemnifying 
party shall have the right to participate in, and, to 
the extent the indemnifying party so desires, jointly 
with any other indemnifying party similarly noticed, 
to assume the defense thereof with counsel 
reasonably satisfactory to each of the parties; 
provided, however, that an indemnified party shall 
have the right to retain its own counsel, with the 
fees and disbursements and expenses to be paid by 
the indemnifying party, if representation of such 
indemnified party by the counsel retained by the 
indemnifying party would be inappropriate due to 
actual or potential differing interests between such 
indemnified party and any other party represented 
by such counsel in such proceeding.  The failure to 
deliver written notice to the indemnifying party 
within a reasonable time following the 
commencement of any such action, if prejudicial to 
its ability to defend such action, shall relieve such 
indemnifying party of any liability to the 
indemnified party under this Section 7 but shall not 
relieve the indemnifying party of any liability that it 
may have to any indemnified party otherwise than 
pursuant to this Section 7.  Any fees and expenses 
incurred by the indemnified party (including any 
fees and expenses incurred in connection with 
investigating or preparing to defend such action or 
proceeding) shall be paid to the indemnified party, 
as incurred, within thirty (30) days of written notice 
thereof to the indemnifying party (regardless of 
whether it is ultimately determined that an 
indemnified party is not entitled to indemnification 
hereunder).  Any such indemnified party shall have 
the right to employ separate counsel in any such 
action, claim or proceeding and to participate in the 
defense thereof, but the fees and expenses of such 
counsel shall be the expenses of such indemnified 
party unless (i) the indemnifying party has agreed to 
pay such fees and expenses or (ii) the indemnifying 
party shall have failed to promptly assume the 
defense of such action, claim or proceeding or (iii) 
the named parties to any such action, claim or 
proceeding (including any impleaded parties) include 
both such indemnified party and the indemnifying 
party, and such indemnified party shall have been 
advised by counsel that there may be one or more 
legal defenses available to it which are different 
from or in addition to those available to the 
indemnifying party and that the assertion of such 
defenses would create a conflict of interest such that 
counsel employed by the indemnifying party could 
not faithfully represent the indemnified party (in 
which case, if such indemnified party notifies the 
indemnifying party in writing that it elects to 
employ separate counsel at the expense of the 
indemnifying party, the indemnifying party shall not 
have the right to assume the defense of such action, 
claim or proceeding on behalf of such indemnified 
party, it being understood, however, that the 
indemnifying party shall not, in connection with any 
one such action, claim or proceeding or separate but 
substantially similar or related actions, claims or 
proceedings in the same jurisdiction arising out of 
the same general allegations or circumstances, be 
liable for the reasonable fees and expenses of more 
than one separate firm of attorneys (together with 
appropriate local counsel) at any time for all such 
indemnified parties.  No indemnifying party shall be 
liable to an indemnified party for any settlement of 
any action, proceeding or claim without the written 
consent of the indemnifying party, which consent 
shall not be unreasonably withheld. 
 
    7.4. If the indemnification required by this 
Section 7 from the indemnifying party is unavailable 
to an indemnified party hereunder in respect of any 
losses, claims, damages, liabilities or expenses 
referred to in this Section 7:  
 
         (i)  The indemnifying party, in 
lieu of indemnifying such indemnified party, shall 
contribute to the amount paid or payable by such 
indemnified party as a result of such losses, claims, 
damages, liabilities or expenses in such proportion 
as is appropriate to reflect the relative fault of the 
indemnifying party and indemnified parties in 
connection with the actions which resulted in such 
losses, claims, damages, liabilities or expenses, as 
well as any other relevant equitable considerations.  
The relative fault of such indemnifying party and 
indemnified parties shall be determined by reference 
to, among other things, whether any Violation has 
been committed by, or relates to information 
supplied by, such indemnifying party or indemnified 
parties, and the parties' relative intent, knowledge, 
access to information and opportunity to correct or 
prevent such Violation.  The amount paid or payable 
by a party as a result of the losses, claims, damages, 
liabilities and expenses referred to above shall be 
deemed to include, subject to the limitations set 
forth in Section 7.1 and Section 7.2, any legal or 
other fees or expenses reasonably incurred by such 
party in connection with any investigation or 
proceeding. 
 
         (ii) The parties hereto agree that 
it would not be just and equitable if contribution 
pursuant to this Section 7.4 were determined by pro 
rata allocation or by any other method of allocation 
which does not take into account the equitable 
considerations referred to in Section 7.4(i).  No 
Person guilty of fraudulent misrepresentation (within 
the meaning of Section 11(f) of the Securities Act) 
shall be entitled to contribution from any Person 
who was not guilty of such fraudulent 
misrepresentation. 
 
    7.5. If indemnification is available under 
this Section 7, the indemnifying parties shall 
indemnify each indemnified party to the full extent 
provided in this Section 7 without regard to the 
relative fault of such indemnifying party or 
indemnified party or any other equitable 
consideration referred to in Section 7.4. 
 
    7.6. The obligations of the Company and 
the Selling Holders of Registrable Securities under 
this Section 7 shall survive the completion of any 
offering of Registrable Securities pursuant to a 
registration statement under this Agreement, and 
otherwise. 
 
Section 8.    Transfer of Registration Rights.  
Rights with respect to Registrable Securities may be 
Transferred by the Holder to any Person in 
connection with the Transfer of Registrable 
Securities to such Person, in all cases, if (x) any 
such Transferee that is not a party to this Agreement 
shall have executed and delivered to the Secretary of 
the Company a properly completed agreement 
substantially in the form of Exhibit A, and (y) the 
Transferor shall have delivered to the Secretary of 
the Company, no later than 15 days following the 
date of the Transfer, written notification of such 
Transfer setting forth the name of the Transferor, 
name and address of the Transferee, and the number 
of Registrable Securities which shall have been so 
Transferred. 
 
Section 9.    Holdback.  Each Holder entitled 
pursuant to this Agreement to have Registrable 
Securities included in a registration statement 
prepared pursuant to this Agreement, if so requested 
by the Underwriters' Representative or Agent in 
connection with an offering of any Registrable 
Securities, shall not effect any public sale or 
distribution of shares of Common Stock or Preferred 
Stock or any securities convertible into or 
exchangeable or exercisable for shares of Common 
Stock or Preferred Stock, including a sale pursuant 
to Rule 144 under the Securities Act (except as part 
of such underwritten or agented registration), during 
the 5-day period prior to, and during the 90-day 
period beginning on, the date such registration 
statement is declared effective under the Securities 
Act by the Commission, provided that such Holder 
is timely notified of such effective date in writing 
by the Company or such Underwriters' 
Representative or Agent.  In order to enforce the 
foregoing covenant, the Company shall be entitled 
to impose stop-transfer instructions with respect to 
the Registrable Securities of each Holder until the 
end of such period. 
 
Section 10.   Covenants of the Company.  The 
Company hereby agrees and covenants as follows: 
 
    10.1.     The Company shall file as and when 
applicable, on a timely basis, all reports required to 
be filed by it under the Exchange Act.  If the 
Company is not required to file reports pursuant to 
the Exchange Act, upon the request of any Holder 
of Registrable Securities, the Company shall make 
publicly available the information specified in 
subparagraph (c)(2) of Rule 144 of the Securities 
Act, and take such further action as may be 
reasonably required from time to time and as may 
be within the reasonable control of the Company, to 
enable the Holders to Transfer Registrable Securities 
without registration under the Securities Act within 
the limitation of the exemptions provided by Rule 
144 under the Securities Act or any similar rule or 
regulation hereafter adopted by the Commission. 
 
    10.2.     The Company shall not, and shall not 
permit its majority owned subsidiaries to, effect any 
public sale or distribution of any shares of Common 
Stock or Preferred Stock or any securities 
convertible into or exchangeable or exercisable for 
shares of Common Stock or Preferred Stock, during 
the five business days prior to, and during the 90- 
day period beginning on, the commencement of a 
public distribution of the Registrable Securities 
pursuant to any registration statement prepared 
pursuant to Section 2 of this Agreement 
 
    10.3.     The Company shall not, directly or 
indirectly, (x) enter into any merger, consolidation 
or reorganization in which the Company shall not be 
the surviving corporation or (y) Transfer or agree to 
Transfer all or substantially all the Company's 
assets, unless prior to such merger, consolidation, 
reorganization or asset Transfer, the surviving 
corporation or the Transferee, respectively, shall 
have agreed in writing to assume the obligations of 
the Company under this Agreement, and for that 
purpose references hereunder to "Registrable 
Securities" shall be deemed to include the securities 
which the Holders of Registrable Securities would 
be entitled to receive in exchange for Registrable 
Securities pursuant to any such merger, 
consolidation or reorganization. 
 
    10.4.     The Company shall not grant to any 
Person (other than a Holder of Registrable 
Securities) any registration rights with respect to 
securities of the Company, or enter into any 
agreement, that would entitle the holder thereof to 
have securities owned by it included in a Demand 
Registration unless such registration rights provide 
that in the event that the Underwriter of any such 
demand registration determines that marketing 
factors require a limitation of the number of 
Registrable Securities to be underwritten, the 
Underwriter may limit the number of Registrable 
Securities to be included in the demand registration 
and underwritten public offering such that all of the 
Registrable Securities to be sold by any such Person 
shall be excluded and withdrawn from such 
registration prior to the exclusion and withdrawal of 
any Registrable Securities to be sold by any Selling 
Holder. 
 
Section 11.   Amendment, Modification and 
Waivers; Further Assurances. 
 
    (i)  This Agreement may be amended 
with the consent of the Company and the Company 
may take any action herein prohibited, or omit to 
perform any act herein required to be performed by 
it, only if the Company shall have obtained the 
written consent of Holders owning Registrable 
Securities possessing a majority in number of the 
Registrable Securities then outstanding to such 
amendment, action or omission to act. 
 
    (ii) No waiver of any terms or conditions 
of this Agreement shall operate as a waiver of any 
other breach of such terms and conditions or any 
other term or condition, nor shall any failure to 
enforce any provision hereof operate as a waiver of 
such provision or of any other provision hereof.  No 
written waiver hereunder, unless it by its own terms 
explicitly provides to the contrary, shall be 
construed to effect a continuing waiver of the 
provisions being waived and no such waiver in any 
instance shall constitute a waiver in any other 
instance or for any other purpose or impair the right 
of the party against whom such waiver is claimed in 
all other instances or for all other purposes to 
require full compliance with such provision. 
 
    (iii)     Each of the parties hereto shall 
execute all such further instruments and documents 
and take all such further action as any other party 
hereto may reasonably require in order to effectuate 
the terms and purposes of this Agreement. 
 
Section 12.   Assignment; Benefit.  This Agreement 
and all of the provisions hereof shall be binding 
upon and shall inure to the benefit of the parties 
hereto and their respective heirs, assigns, executors, 
administrators or successors; provided, however, that 
except as specifically provided herein with respect 
to certain matters, neither this Agreement nor any of 
the rights, interests or obligations hereunder shall be 
assigned or delegated by the Company without the 
prior written consent of Holders owning Registrable 
Securities possessing a majority in number of the 
Registrable Securities outstanding on the date as of 
which such delegation or assignment is to become 
effective.  A Holder may Transfer its rights 
hereunder to a successor in interest to the 
Registrable Securities owned by such assignor only 
as permitted by Section 8. 
 
Section 13.   Miscellaneous.   
 
    13.1.     Governing Law.  THIS 
AGREEMENT SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH 
THE LAWS OF THE STATE OF DELAWARE, 
WITHOUT GIVING REGARD TO THE 
CONFLICT OF LAWS PRINCIPLES 
THEREOF. 
 
    13.2.     Notices.  All notices and requests 
given pursuant to this Agreement shall be in writing 
and shall be made by hand-delivery, first-class mail 
(registered or certified, return receipt requested), 
confirmed facsimile or overnight air courier 
guaranteeing next business day delivery to the 
relevant address set forth below or in the relevant 
agreement in the form of Exhibit A whereby such 
party became bound by the provisions of this 
Agreement.   
 
    If to the Company: 
 
    The Aegis Consumer Funding Group, Inc. 
    525 Washington Street, 29th Floor 
    Jersey City, New Jersey 07310 
    Telecopy: (201) 418-7370 
    Attention:  Gary Peiffer 
 
    If to the Holder: 
 
    III Finance Ltd. 
    c/o Admiral Administration, Ltd. 
    Anchorage Center, 2nd Floor 
    Grand Cayman, Cayman Islands, B.W.I. 
    Telecopy:  (345) 949-0705 
    Attention:  David Bree 
 
 
    with a copy to: 
 
    III Offshore Advisors 
    250 South Australian Avenue, Suite 600 
    West Palm Beach, FL  33401 
    Telecopy:  (561) 655-5885 
    Attention:  Robert Fasulo 
 
Except as otherwise provided in this Agreement, the 
date of each such notice and request shall be 
deemed to be, and the date on which each such 
notice and request shall be deemed given shall be:  
at the time delivered, if personally delivered or 
mailed; when receipt is acknowledged, if sent by 
facsimile; and the next business day after timely 
delivery to the courier, if sent by overnight air 
courier guaranteeing next business day delivery.  
 
    13.3.     Entire Agreement; Integration.  This 
Agreement supersedes all prior agreements between 
or among any of the parties hereto with respect to 
the subject matter contained herein and therein, and 
such agreements embody the entire understanding 
among the parties relating to such subject matter. 
 
    13.4.     Injunctive Relief.  Each of the parties 
hereto acknowledges that in the event of a breach by 
any of them of any material provision of this 
Agreement, the aggrieved party may be without an 
adequate remedy at law.  Each of the parties 
therefore agrees that in the event of such a breach 
hereof the aggrieved party may elect to institute and 
prosecute proceedings in any court of competent 
jurisdiction to enforce specific performance or to 
enjoin the continuing breach hereof.  By seeking or 
obtaining any such relief, the aggrieved party shall 
not be precluded from seeking or obtaining any 
other relief to which it may be entitled. 
 
    13.5.     Section Headings.  Section headings 
are for convenience of reference only and shall not 
affect the meaning of any provision of this 
Agreement. 
 
    13.6 Counterparts.  This Agreement may 
be executed in any number of counterparts, each of 
which shall be an original, and all of which shall 
together constitute one and the same instrument.  All 
signatures need not be on the same counterpart. 
 
    13.7.     Severability.  If any provision of this 
Agreement shall be invalid or unenforceable, such 
invalidity or unenforceability shall not affect the 
validity and enforceability of the remaining 
provisions of this Agreement, unless the result 
thereof would be unreasonable, in which case the 
parties hereto shall negotiate in good faith as to 
appropriate amendments hereto. 
 
    13.8.     Filing.  A copy of this Agreement 
and of all amendments thereto shall be filed at the 
principal executive office of the Company with the 
corporate recorder of the Company.   
 
    13.9.     Termination.  This Agreement may be 
terminated at any time by a written instrument 
signed by the parties hereto.  Unless sooner 
terminated in accordance with the preceding 
sentence, this Agreement (other than Section 7 
hereof) shall terminate in its entirety on such date as 
there shall be no Registrable Securities outstanding, 
provided that any shares of Common Stock or 
Preferred Stock previously subject to this Agreement 
shall not be Registrable Securities following the sale 
of any such shares in an offering registered pursuant 
to this Agreement. 
 
    13.10.    Attorneys' Fees.  In any action or 
proceeding brought to enforce any provision of this 
Agreement, or where any provision hereof is validly 
asserted as a defense, the successful party shall be 
entitled to recover reasonable attorneys' fees 
(including any fees incurred in any appeal) in 
addition to its costs and expenses and any other 
available remedy.   
 
    13.11.    No Third Party Beneficiaries.  
Nothing herein expressed or implied is intended to 
confer upon any person, other than the parties hereto 
or their respective permitted assigns, successors, 
heirs and legal representatives, any rights, remedies, 
obligations or liabilities under or by reason of this 
Agreement.   
 
         IN WITNESS WHEREOF, this 
Agreement has been duly executed by the parties 
hereto as of the date first written above. 
 
THE AEGIS CONSUMER FUNDING GROUP, 
INC. 
 
 
 
                              
By:______________________________ 
Name: 
Title: 
 
 
THE HIGH RISK OPPORTUNITIES HUB 
FUND, LTD. 
 
 
                              
By:_____________________________ 
Name: 
Title: 
 
 
              III FINANCE, LTD. 
 
 
                              
By:______________________________ 
Name: 
Title: 
<PAGE>
SCHEDULE 1 
to Registration 
Rights Agreement 
 
 
                                                                  
         
                     HOLDERS OF REGISTRABLE SECURITIES 
 
                                                           
Principal       
Amount of Notes Holder                                            
         to be Purchased 
 
The High Risk Opportunities 
  Hub Fund, Ltd. . . . . . . . . . . . . $5,000,000 
 
III Finance, Ltd.. . . . . . . . . . . .$16,333,333 
 
TOTAL. . . . . . . . . . . . . . . . . .$21,333,333
<PAGE>
EXHIBIT A 
to Registration 
Rights Agreement 
 
 
 
                           AGREEMENT TO BE BOUND 
                        BY THE REGISTRATION RIGHTS 
              AGREEMENT 
 
 
         The undersigned, being the transferee 
of [_____ shares of the common stock, $.01 par 
value per share] [_____ shares of the preferred 
stock, $.10 par value per share; $1,000 stated value 
per share] [or describe other capital stock received 
in exchange for such common stock] (the 
"Registrable Securities"), of The Aegis Consumer 
Funding Group, Inc., a Delaware corporation (the 
"Company"), as a condition to the receipt of such 
Registrable Securities, acknowledges that matters 
pertaining to the registration of such Registrable 
Securities are governed by the Registration Rights 
Agreement dated as of March ___, 1997 initially 
between the Company and the Holder referred to 
therein (the "Agreement"), and the undersigned 
hereby (1) acknowledges receipt of a copy of the 
Agreement, and (2) agrees to be bound as a Holder 
by the terms of the Agreement, as the same has 
been or may be amended from time to time. 
 
         Agreed to this __ day of 
______________, ____________. 
 
                         
_________________________________ 
 
                         
_________________________________ 
 
                         
_________________________________ 
 
Include address for notices. 
 
 
A:\10_107_3.WPD