EXECUTIVE EMPLOYMENT
     AGREEMENT
     
     
           THIS EXECUTIVE
     EMPLOYMENT AGREEMENT, by and
     between THE AEGIS CONSUMER
     FUNDING GROUP, INC., a Delaware
     corporation, with offices at 525
     Washington Blvd., Jersey City, New
     Jersey 07310 (the "Company"), and
     JORGE RIOS, residing at 4 Terrier Court,
     Tinton Falls, New Jersey 07753 (the
     "Executive"), is amended and restated as
     of April 1, 1997.
     
          W I T N E S S E T H:
     
           WHEREAS, the Executive and
     the Company have entered into an
     Employment Agreement dated as of March
     1, 1994, as amended (the "Prior Agree-
     
     ment"), pursuant to which the Executive
     holds the office of Executive Vice
     President/National Sales Manager;
     
           WHEREAS, the Company has
     determined that it is in its best interest and
     that of its stockholders to recognize the
     contribution that the Executive has made
     and is expected to continue to make to the
     Company's business and to retain his
     services in the future; 
     
           WHEREAS, in view of recent
     changes in the industry in which the
     Company is involved, the Company has
     determined that it is in its best interest and
     that of its stockholders to revise and
     restate the terms of Executive's continued
     employment with the Company; and
     
           WHEREAS, the Executive and
     the Company desire to terminate and
     supersede the Prior Agreement and to set
     forth in this Agreement the terms and
     conditions of the Executive's continued
     employment with the Company;
     
           NOW, THEREFORE, in
     consideration of the premises and the
     mutual covenants contained herein, the
     parties hereto agree as follows:
     
           1.  Employment.  The
     Company agrees to and does hereby
     continue to employ the Executive, and the
     Executive agrees to and does hereby
     accept continued employment by the
     Company, subject to the terms and
     conditions herein set forth.
     
       2.  Term.  The term of the Execu
     tive's employment hereunder shall com
     mence as of April 1, 1997 (the "Effective
     Time") and shall terminate on April 1,
     1999 (such period hereinafter referred to
     as the "Term") unless terminated prior to
     such date.
     
           3.  Duties.
     
               (a)  During the Term, the
     Executive shall be employed as a senior
     executive officer of the Company and shall
     be in charge of and responsible for the
     general and supervisory duties normally
     and customarily attendant to such office in
     a consumer finance and loan servicing
     business and shall render such other lawful
     services, and exercise such powers, which
     are from time to time requested of him,
     assigned to him or vested in him by the
     Board of Directors of the Company (the
     "Board") and which are commensurate
     with his position as Executive Vice
     President/National Sales Manager.
     
               (b)  The Executive agrees
     that, during the Term, unless the Board
     shall otherwise consent, he will devote
     substantially his full time, energies, labor
     and skills to the business of the Company. 
     The Company shall provide the Executive
     with his own office space and appropriate
     administrative or clerical assistance, all in
     a location reasonably appropriate to enable
     the Executive to fulfill his duties, and each
     commensurate with the Executive's posi-
     
     tion, duties and responsibilities.
     
               (c)  It is hereby
     acknowledged that, subject to Paragraph
     10 hereof, the Executive may either
     presently, or in the future, be involved in
     business, charitable or community
     activities so long as such other activities
     do not interfere with the performance by
     the Executive of his duties hereunder.
     
           4.  Compensation.  In
     consideration for services performed here-
     
     under, the Company shall pay to the
     Executive an annual salary of $300,000, in
     installments payable in accordance with the
     Company's customary payroll practices. 
     In addition, the Company shall reimburse
     the Executive for all expenses reasonably
     incurred by him in connection with the
     performance of his duties hereunder and
     the business of the Company upon the sub-
     
     mission to the Company of appropriate
     receipts therefor.  
     
           Notwithstanding the foregoing,
     for the period commencing at the Effective
     Time and ending on March 31, 1997, the
     Executive shall be compensated under the
     terms of the Prior Agreement; provided,
     however, that if, as a result, the Executive
     becomes entitled to receive in respect of
     the fiscal quarter ending March 31, 1997,
     gross amounts in excess of $50,000, the
     amount of such excess shall be used as an
     offset against the bonus amounts to which
     the Executive may become entitled
     pursuant to Section 6 hereof.  For the
     period of the Term commencing on April
     1, 1997, the Executive's compensation
     shall be determined solely under the terms
     of this Agreement.
     
           5.  Vacation.  The Executive
     shall be entitled to four weeks' paid
     vacation during each twelve (12) month
     period of his employment hereunder, to be
     taken at times mutually agreeable to the
     Executive and the Company.
     
           6.  Bonus. 
     
               (a)  Determination of
     Bonus Pool.  A Bonus Pool shall be
     determined for the period commencing on
     July 1, 1997 and ending on June 30, 2000
     (the "Bonus Period").
     
               (i)  "Consolidated Net
            After Tax Income" ("CNATI") shall
            mean, with respect to any period, the
            net after tax income of the Company 
            from operations currently conducted
            by the Company (including for such
            purpose the servicing and origination
            of automobile loans or mortgages)
            before extraordinary items as report-
            
            ed on the audited financial statements
            of the Company with respect to such
            period, which amount shall be: 
            (A) increased to eliminate bonuses
            paid or payable hereunder;
            (B) reduced to eliminate any gain
            accrued on sales in such fiscal year
            with respect to securitization,
            whether or not any such
            securitization was effected in such
            fiscal year; (C) increased or reduced
            without duplication, to give effect to
            net cash received or disbursed in
            connection with securitizations; (D)
            adjusted to eliminate any income
            attributable to securitization of assets
            by the Company prior to the
            securitization designated as "97-1"
            and (E) adjusted to provide for
            applicable taxes (current and de-
            
            ferred) on (A), (B), (C) and (D)
            above.
     
               (ii) An amount ("Total
            Assets") shall be determined by
            aggregating the total weighted
            average of assets owned by the
            Company during the Bonus Period,
            whether such assets are owned by the
            Company (including its subsidiaries)
            or by a special purpose vehicle,
            excluding for this purpose assets
            owned by the Company prior to the
            securitization designated as "97-1". 
            For purposes of this Agreement, a
            "special purpose vehicle" shall be a
            corporation or other entity created for
            the purpose of effecting
            securitizations in which the Company
            has a retained interest or which have
            recourse to the Company and which
            are not otherwise reflected as
            consolidated subsidiaries on the
            Company's financial statements.
     
               (iii)     A percentage
            ("ROA") shall be determined by
            dividing the CNATI for the Bonus
            Period by Total Assets for the Bonus
            Period and dividing the quotient
            thereof by the number three (3).
     
               (iv) The amount of the
            Bonus Pool for the Bonus Period
            shall be determined in accordance
            with the following schedule:
     
               (A)  if ROA is less than
                         .5%, the Bonus Pool
                         shall be 0% of
                         CNATI;
     
               (B)  if ROA is at least
                         .5% but no greater
                         than .749%, the
                         Bonus Pool shall be
                         16% of CNATI in
                         excess of the amount
                         of CNATI that would
                         equal an ROA of
                         .5% (such amount of
                         CNATI equaling an
                         ROA of .5% being
                         hereinafter referred
                         to as "Base
                         CNATI");
     
               (C)  if ROA is at least
                         .75% but no greater
                         than .875%, the
                         Bonus Pool shall
                         equal (x) 5% of Base
                         CNATI plus (y) 16%
                         of CNATI in excess
                         of Base CNATI;
     
               (D)  if ROA is at least
                         .876% but no greater
                         than .99%, the
                         Bonus Pool shall
                         equal (x) 7.5% of
                         Base CNATI plus (y)
                         16% of CNATI in
                         excess of Base
                         CNATI;
     
               (E)  if ROA is at least
                         1.0% but no greater
                         than 1.249%, the
                         Bonus Pool shall
                         equal (x) 10% of
                         Base CNATI plus (y)
                         16% of CNATI in
                         excess of Base
                         CNATI;
     
               (F)  if ROA is at least
                         1.25% but no greater
                         than 1.499%, the
                         Bonus Pool shall
                         equal (x) 12.5% of
                         Base CNATI plus (y)
                         16% of CNATI in
                         excess of Base
                         CNATI; and
     
               (G)  if ROA is 1.5% or
                         more, the Bonus
                         Pool shall equal 16%
                         of CNATI.
     
               (b)  Allocation of Bonus
     Pool.  As soon as practicable, but no later
     than sixty (60) days following the
     certification of the Company's financial
     statements in respect of the fiscal year of
     the Company ending June 30, 2000, the
     Bonus Pool shall be allocated by the then
     most senior executive among Messrs.
     Angelo Appierto, Joseph Battiato, Gary
     Peiffer and Jorge Rios, in such
     individual's sole discretion, between (i) the
     Senior Executive Group, consisting of
     Messrs. Angelo Appierto, Joseph Battiato,
     Gary Peiffer and Jorge Rios, and (ii) the
     Executive Group, consisting of the Chief
     Financial Officer, any Executive Vice
     President and such other employees of the
     Company as the Chairman shall in his
     discretion designate; provided, however,
     that no less than 5% of the Bonus Pool
     shall be allocated to the Executive Group. 
     Except as hereinbelow provided, one-
     fourth (1/4) of that portion of the Bonus
     Pool allocated to the Senior Executive
     Group in accordance with the immediately
     preceding sentence shall be allocated to
     each of the members of the Senior Execu-
     
     tive Group (such individual's allocation,
     the "Bonus"), and that portion of the
     Bonus Pool allocated to the Executive
     Group in accordance with the immediately
     preceding sentence shall be allocated
     among the members of the Executive
     Group as determined by the Chairman in
     his sole discretion.  If the employment of
     the Executive is terminated by the
     Company without Cause or by the Execu-
     
     tive with Good Reason, he shall be entitled
     to receive 100% of his Bonus at such time
     as the Bonus otherwise becomes payable. 
     If the employment of the Executive is
     terminated by the Company for Cause or
     by the Executive without Good Reason (A)
     during the first year of the Term, the
     Executive's right to receive any portion of
     the Bonus shall be forfeited or (B) during
     the second year of the Term, he shall be
     entitled to receive, at such time as the
     Bonus otherwise becomes payable, an
     amount equal to one-half (1/2) of the
     Bonus otherwise attributable to him.  In
     the event that, prior to February 1, 1999,
     the Company offers to the Executive an
     extension of his employment for at least
     one (1) year following the end of the Term
     on terms substantially similar to those pro-
     
     vided herein and the Executive does not
     accept such offer, the Executive shall be
     entitled to receive, at the time such Bonus
     otherwise becomes payable, an amount
     equal to two-thirds (2/3) of the Bonus
     otherwise attributable to him.  In the event
     that, prior to February 1, 1999, the
     Company does not offer to the Executive
     an extension of his employment for at least
     one (1) year following the end of the Term
     on terms substantially similar to those pro-
     
     vided herein, the Executive shall be
     entitled to receive, at the time such Bonus
     otherwise becomes payable, an amount
     equal to five-sixths (5/6) of the Bonus
     otherwise attributable to him.  Any portion
     of the Bonus not paid to the Executive by
     operation of this Agreement shall be
     allocated in such amounts and to such
     employees as the Board of Directors may
     in its discretion determine.
     
               (c)  Payment of Bonuses. 
     The bonus determined pursuant to this
     Section 6 shall be paid to the Executive
     not less than ten (10) business days
     following the allocations described in
     subparagraph (b) hereof; provided, howev-
     
     er, that to the extent that the determination
     of CNATI set forth in subparagraph (a)
     hereof includes income accrued as a result
     of securitizations effected during the Bonus
     Period commencing with the securitization
     designated by the Company as "1997-1,"
     that portion of the Bonus Pool allocated to
     such income will be paid only when and to
     the extent that cash is released to the
     Company from the reserve fund or funds
     applicable to such securitizations.  The
     Company's obligation to pay the Executive
     the Bonus accrued pursuant to this Section
     6 shall survive the termination of this
     Agreement.
     
           7.  Benefits.
     
               (a)  Throughout the
     Term, the Executive shall be eligible to
     participate in any pension, profit-sharing,
     stock option or similar plan or program of
     the Company now existing or established
     hereafter for the benefit of its employees
     generally, to the extent that he is eligible
     under the general provisions thereof.  The
     Executive shall also be entitled to
     participate in any group insurance,
     hospitalization, medical, health and
     accident, disability or similar or nonsimilar
     plan or program of the Company now
     existing or established hereafter for the
     benefit of its employees or executives
     generally, to the extent that he is eligible
     under the general provisions thereof.  To
     the extent that it can be accomplished
     without cost to the Company above that
     payable in respect of other senior officers
     of the Company, the benefits under such
     plans and programs shall be at least
     equivalent to the benefits available to the
     Executive under plans and programs in
     which he was participating on January 1,
     1994.  To the extent that the foregoing
     plans and programs do not provide the
     Executive with disability insurance
     providing a maximum benefit level of at
     least $10,000 per month, the Company
     shall supplement such plans and programs
     to provide such coverage.
     
               (b)  The Company shall
     reimburse the Executive in a monthly
     amount not to exceed $1,000 in respect of
     the cost of leasing or purchasing an
     automobile to be used by him in connec-
     
     tion with the Company's business.  In
     addition, the Company shall be responsible
     for all reasonable costs of operating,
     repairing, maintaining and insuring such
     automobile.
     
               (c)  The Company shall
     provide the Executive with a policy of
     term life insurance in an amount equal to
     $1 million (or, in the Executive's discre-
     
     tion, any other form or amount of life
     insurance at an annual premium cost to the
     Company not in excess of the annual
     premium for such a policy providing $1
     million of term life insurance), payable to
     such beneficiary or such beneficiaries as
     shall be designated in writing by the
     Executive.  Such policy shall be owned by
     the Executive or any person or entity
     designated by him.  Any incremental
     increase in the premium cost arising by
     virtue of the Executive being uninsurable
     at standard rates shall be paid by the
     Executive.
     
               (d)  In the event that the
     Executive shall die prior to the end of the
     Term, then, as an additional death benefit,
     the Company shall pay to the Executive's
     beneficiary or beneficiaries, as the Execu-
     
     tive shall have indicated in writing to the
     Company (or, if no such beneficiary has
     been designated, to the Executive's estate),
     an amount equal to one-half (1/2) of the
     Executive's annual salary in effect at the
     time of the Executive's death, pursuant to
     the terms of this Agreement.  Such death
     benefit shall be paid (i) in addition to any
     sum otherwise required to be paid to such
     beneficiary or to the Executive's estate by
     the Company and (ii) in six (6) equal
     consecutive monthly installments,
     commencing on the first date following the
     Executive's death that the Executive would
     have otherwise received a salary payment
     hereunder if the Executive had survived.
     
               (e)  In the event the
     Company shall cause the Executive to
     relocate to offices not within reasonable
     commuting distance of his then current
     residence, the Executive shall be entitled
     to receive full reimbursement from the
     Company for all customary expenses
     incurred in connection with the
     Executive's moving his residence to a
     location within reasonable commuting
     distance of such new office location.  Such
     expenses shall include but not be limited to
     the costs of moving, packing and storing
     the Executive's personal effects, real estate
     brokerage fees and legal and other
     incidental costs.  In addition, provided that
     the Executive is making a reasonably dili-
     
     gent effort to sell his then current
     residence at a price established in good
     faith based upon then current market
     conditions in the immediate vicinity,
     pending the Executive's sale of his then
     current residence the Company shall make
     available to the Executive appropriate
     living facilities maintained by the
     Company in the vicinity of the new office
     location and shall reimburse the cost of
     traveling once a week between such
     residence and office locations.  The
     Company shall further reimburse the
     Executive upon sale of such residence for
     the amount, if any, by which the net pro-
     
     ceeds from such sale (after brokerage,
     legal and other incidental closing costs) are
     less than the costs to the Executive of such
     residence, including any improvements
     thereto.  The Company shall further pay
     the Executive an amount equal to the
     federal, state and local income taxes due
     (at the highest marginal brackets then in
     effect) from the Executive with respect to
     all amounts payable by the Company
     pursuant to this subsection (e) to the extent
     not deductible to the Executive under the
     Internal Revenue Code of 1986, as
     amended, and the regulations thereunder.
     
           8.  Termination of
     Executive's Employment.
     
               (a)  Notwithstanding any
     provisions contained herein to the
     contrary, the Executive's employment may
     be terminated by the Company upon the
     Executive's death or disability (as defined
     below) or for Cause (as defined below),
     and the Executive may terminate his
     employment for Good Reason (as defined
     below);
     
               (b)  For purposes of this
     Agreement, "disability" shall mean the
     Executive is mentally or physically
     disabled from properly and fully
     performing his duties and responsibilities
     hereunder for a period of 120 consecutive
     days or for 180 days, even though not
     consecutive, within any 360-day period, all
     as evidenced by the written certification of
     a qualified medical doctor agreed to by the
     Company and the Executive or, in the
     absence of such agreement, by a doctor
     selected by the agreement of a qualified
     medical doctor selected by each of the
     Company and the Executive;
     
               (c)  For purposes of this
     Agreement, "Cause" shall mean:  (i) the
     conviction of the Executive of a felony by
     a federal or state court of competent
     jurisdiction; (ii) the continued failure by
     the Executive to substantially perform the
     Executive's duties with the Company
     (other than any such failure resulting from
     the Executive's incapacity due to physical
     or mental illness or any such actual or
     anticipated failure after the issuance of a
     notice of termination for Good Reason by
     the Executive) after a written demand for
     substantial performance is delivered to the
     Executive by the Board, which demand
     specifically identifies the manner in which
     the Board believes that the Executive has
     not substantially performed his duties,
     (iii) the engaging by the Executive in
     conduct which is demonstrably and
     materially injurious to the Company or its
     subsidiaries, monetarily or otherwise, or
     (iv) the engaging by the Executive in an
     actual act of dishonesty intended to result
     in gain to the Executive at the expense of
     the Company.  In no event shall Cause be
     deemed to include any action or inaction
     on the part of the Executive undertaken in
     good faith, consistent with his fiduciary
     duties to the Company, which are within
     the "business judgement rule" as such rule
     or embodiment thereof has been
     interpreted in accordance with the laws of
     the applicable jurisdiction.
     
               A notice of termination for
     Cause shall include a copy of a resolution
     duly adopted by the affirmative vote of a
     majority of the entire membership of the
     Board (not including the Executive) at a
     meeting of the Board which was called and
     held for the purpose of considering such
     termination (after reasonable notice to the
     Executive and an opportunity for the
     Executive, together with the Executive's
     counsel, to be heard before the Board)
     finding that, in the good faith opinion of
     the Board, the Executive was guilty of
     conduct set forth in the immediately
     preceding paragraph, and specifying the
     particulars thereof in detail.
     
               (d)  For purposes of this
     Agreement, "Good Reason" shall mean
     any of the following:  (i) the assignment to
     the Executive of duties inconsistent with
     the Executive's position, duties,
     responsibilities, titles or offices as
     described herein, (ii) any material
     reduction by the Company of the
     Executive's duties or responsibilities, (iii)
     any reduction by the Company of the
     Executive's compensation as set forth in
     Paragraphs 4, 5, 6 or 7 hereof (it being
     understood that a reduction of benefits
     applicable to all executives of the Compa-
     
     ny (including the Executive) shall not be
     deemed a reduction of the Executive's
     compensation package for purposes of this
     definition) or (iv) requiring the Executive
     to be based without his consent at a
     location not within reasonable commuting
     distance of his then current residence.
     
               (e)  In the event that the
     Executive's employment hereunder is
     terminated as a result of death, disability
     or by the Company for Cause, or by the
     Executive without Good Reason, or in the
     event that this Agreement is not renewed
     or extended at the end of the Term, then
     the Company shall have no further obliga-
     
     tions or liabilities to the Executive
     hereunder, such that all benefits and salary
     (but not the Company's obligation to pay
     the Executive's Bonus) provided for within
     this Agreement (except for any death or
     disability benefits that would otherwise
     continue past the date of such termination)
     shall terminate simultaneously with the
     termination of the Executive's employment
     except for benefits and salary earned and
     accrued through the date of such termina-
     
     tion.  Nothing in this subsection (e) shall
     supersede any rights of the Executive to
     receive any amounts or benefits otherwise
     due to him upon the occurrence of any of
     the events described in the immediately
     preceding sentence, whether such rights
     are created by this Agreement or
     otherwise.  
     
               (f)  In the event that the
     Executive's employment hereunder is
     terminated by the Company other than for
     Cause, death, disability, or because the
     Agreement has not been renewed or
     extended, or by the Executive for Good
     Reason, the Company shall continue to
     provide the Executive with the salary,
     bonus and benefits enumerated in Para-
     
     graphs 4, 6 and 7 hereof, respectively, at
     the levels in effect immediately prior to
     such termination (or, if applicable, the
     occurrence of the event constituting Good
     Reason), for the remainder of the Term
     (such period, the "Severance Period").  In
     addition, following the Severance Period,
     the Executive shall continue to be entitled
     to receive payment of the Bonus earned in
     accordance with Section 6 hereof.
     
               (g)  If the Executive's
     employment hereunder is terminated under
     Section 8(f) hereof, the Executive shall be
     required to mitigate damages; provided,
     however, that the Executive shall not be
     required to accept employment that
     requires him to perform duties inconsistent
     with those of a senior executive officer or
     professional at a level for which he is
     qualified by reason of experience and
     education.  Any salary, bonus and benefits
     (to the extent provided at no additional
     cost to the Executive) received by the
     Executive during or with respect to the
     Severance Period and attributable to
     services rendered by the Executive to
     persons or entities other than the Company
     shall be applied to reduce the Company's
     obligation to make payments and provide
     benefits attributable to periods after such
     termination.
     
           9.  Stock Options.  (a)
      Effective as of the date hereof, options to
     purchase an aggregate of 130,000 shares
     of common stock of the Company previ-
     
     ously awarded under the Company's 1994
     Stock Option Plan (as amended) (the "1994
     Plan") shall be cancelled to the Company. 
     In consideration for such cancellation, the
     Compensation Committee of the Board
     shall, effective as of the date hereof, grant
     to the Executive an option to purchase
     133,607 Shares (as defined in the 1994
     Plan) under the terms set forth in the 1994
     Plan, except as provided below:
     
           Option exercise price per share: 
                $2.50;
     
           Term of Option:  10 years from
                the date of grant; and
     
           Termination of Employment:  if
                the Executive's employment
                hereunder is terminated by the
                Company other than for Cause
                or by the Executive for Good
                Reason (as such terms are
                defined herein), the option shall
                remain exercisable, to the extent
                exercisable as of the effective
                date of such termination, for a
                period of the lesser of (1) 1
                year following the effective date
                of such termination and (2) the
                original term of such option.
     
               (b)  In addition, effective
     as of the date hereof, options to purchase
     an aggregate of 50,000 shares of common
     stock of the Company previously awarded
     under the Company's 1996 Stock Option
     Plan (as amended) (the "1996 Plan") shall
     be cancelled to the Company.  In consider-
     
     ation for such cancellation, the Compensa-
     
     tion Committee of the Board shall,
     effective as of the date hereof, grant to the
     Executive an option to purchase 51,393
     Shares (as defined in the 1996 Plan) under
     the terms set forth in the 1996 Plan,
     except that provisions in respect of the
     option exercise price, term and
     exercisability of such option set forth
     above in subsection (a) of this Section 9
     shall also apply to the option granted
     hereunder.
     
           10. Covenants of the
     Executive.
     
               (a)  The Executive
     acknowledges that his employment by the
     Company will throughout his employment
     bring him into close contact with many
     confidential affairs of the Company,
     including information about costs, profits,
     markets, sales, key personnel, pricing
     policies, operational methods, and other
     business affairs, methods and information,
     including plans for future developments,
     not readily available to the public.  The
     Executive further acknowledges that the
     services to be performed under this
     Agreement are of a special, unique,
     unusual, extraordinary and intellectual
     character, and that the Company currently
     competes or intends to compete with other
     organizations that are located in all of the
     states of the United States.  In recognition
     of the foregoing, the Executive covenants
     and agrees that:
     
               (i)  he will not knowingly
            divulge any material confidential
            matters of the Company which are
            not otherwise in the public domain
            and will not intentionally disclose
            them to anyone outside of the
            Company during his employment by
            the Company hereunder, other than
            in the proper performance of the
            duties contemplated herein, or
            following the expiration or termina-
            
            tion for any reason of his employ-
            
            ment with the Company;
     
               (ii)  he will deliver
            promptly to the Company upon the
            termination of his employment, or at
            any other time the Company may so
            request, at the Company's expense,
            all memoranda, notes, records,
            reports and other documents (and all
            copies thereof) relating to the
            businesses of the Company which he
            obtained while employed by, or
            otherwise serving or acting on behalf
            of, the Company, or any of its sub-
            
            sidiaries or affiliates, and which he
            may then possess or have under his
            control; and
     
               (iii) for so long as the
            Executive continues to receive salary
            from the Company, whether under
            the terms of this Agreement or
            otherwise (including, but not limited
            to, the duration of the Severance
            Period), the Executive will not,
            unless the Board shall otherwise con-
            
            sent, alone or together with any other
            person, firm, partnership, corporation
            or other entity whatsoever (except
            any subsidiaries or affiliates of the
            Company), directly or indirectly,
            whether as an officer, director,
            stockholder, partner, proprietor,
            associate, employee, representative,
            public relations or advertising repre-
            
            sentative, management consultant or
            otherwise:
     
               (A)(A)    engage in or
     
               (B)  become or be
                         interested in or
                         associated with any
                         other person, corpo-
                         
                         ration, firm, partner-
                         
                         ship or other entity
                         whatsoever engaged
                         in
     
       any business which is competitive
            with any business conducted or
            contemplated by the Company (a
            "Similar Business").
     
               (b)  Notwithstanding the
     provisions of subsection (a)(iii) of this
     Paragraph 10, the Executive may own, as
     an inactive investor, securities of a corpo-
     
     ration engaged in a competitive line of
     business whose equity securities are
     registered under Section 12(b) or 12(g) of
     the Exchange Act, so long as his beneficial
     ownership in any one such corporation
     shall not in the aggregate constitute more
     than five percent (5%) of any class of
     equity securities of such corporation.
     
               (c)  As a separate and
     independent covenant, the Executive
     agrees that during the Term, including any
     extensions or renewals therof, and for a
     period of six months thereafter, the
     Executive will not, without the consent of
     the Company (which consent shall not be
     unreasonably withheld) in any way,
     directly or indirectly, for the purpose of
     conducting or engaging in any Similar
     Business, call upon, solicit, advise or
     otherwise do, or attempt to do, business
     with any clients, customers or accounts of
     the Company (including for such purposes
     any subsidiaries of the Company) with
     whom the Exeuctive had any dealings
     during the course of the Executive's
     employment with the Company or any of
     its affiliates or interfere or attempt to
     interfere with any officers, employees,
     representatives or agents of the Company,
     or induce or attempt to induce any of them
     to leave the employ of or violate the terms
     of their contracts with the Company. 
               (d)  The Executive agrees
     that the remedy at law for any breach or
     threatened breach of any covenant
     contained in this Paragraph 10 will be
     inadequate and that the Company, in
     addition to such other remedies as may be
     available to it, at law or in equity, shall be
     entitled to injunctive relief without bond or
     other security.
     
           11.  Governing Law.  This
     Agreement shall be construed in accor-
     
     dance with and governed by the laws of
     the State of New York applicable to
     contracts executed in and to be performed
     solely within such state.
     
           12.  Notices.  All notices
     required or permitted to be given by either
     party hereunder, including notice of
     change of address, shall be in writing and
     delivered by hand, or mailed, postage
     prepaid, certified or registered mail, return
     receipt requested, to the other party as
     follows:
     
     If to the Company:  The Aegis Consumer Funding
     Group, Inc.
                    525 Washington Blvd.
                    Jersey City, New Jersey  07310
                    Attention:     Angelo Appierto
                              Chairman of the Board
     
     If to the Executive:     Jorge Rios
                    4 Terrier Court
                    Tinton Falls, New Jersey  07753
     
           13. Miscellaneous.
     
               (a)  Entire Agreement.  This
     Agreement constitutes the entire agreement among
     the parties with respect to the subject matter hereof
     and supersedes any and all prior oral or written
     agreements and understandings; however, this
     Agreement shall not supersede, diminish or modify
     any rights of the Executive under any employee
     benefit plans of the Company.  There are no oral
     promises, conditions, representations, under-
     
     standings, interpretations or terms of any kind as
     conditions or inducements to the execution hereof or
     in effect among the parties.  This Agreement may
     not be amended, and no provision hereof shall be
     waived, except by a writing signed by the Company
     and the Executive, or in the case of a waiver, by the
     party waiving compliance therewith, which states
     that it is intended to amend or waive a provision of
     this Agreement.  Any waiver of any rights or failure
     to act in a specific instance shall relate only to such
     instance and shall not be construed as an agreement
     to waive any rights or failure to act in any other
     instance, whether or not similar.
     
               (b)  Further Acts.  The parties
     hereto agree that, after the execution of this
     Agreement, they will make, do, execute or cause to
     be made, done or executed all such further and other
     lawful acts, deeds, things, devices, conveyances and
     assurances in law whatsoever as may be required to
     carry out the true intention and to give full force and
     effect to this Agreement.
     
               (c)  Severability.  Should any
     provision of this Agreement be held by a court of
     competent jurisdiction to be unenforceable or
     prohibited by an applicable law, this Agreement shall
     be considered divisible as to such provision, which
     shall be inoperative, and the remainder of this
     Agreement shall be valid and binding as though such
     provision were not included herein.
     
               (d)  Successors and Assigns.  This
     Agreement shall inure to the benefit of, and be
     binding upon, the Company and any corporation
     with which the Company merges or consolidates or
     to which the Company sells all or substantially all of
     its assets, and upon the Executive and his executors,
     administrators, heirs and legal representatives.
     
               (e)  Headings.  All headings in this
     Agreement are for convenience only and are not
     intended to affect the meaning of any provision
     hereof.
     
               (f)  Counterparts.  This Agreement
     may be executed in two or more counterparts with
     the same effect as if the signatures to all such
     counterparts were upon the same instrument, and all
     such counterparts shall constitute but one instrument.
     
               (g)  Costs of the Agreement.  The
     Company agrees to reimburse the Executive for all
     of the costs of negotiating and drafting this
     Agreement, including the reasonable fees and
     expenses of the Executive's attorneys, such reim-
     
     bursement to be paid whether or not this Agreement
     becomes effective.
          <PAGE>
           IN WITNESS WHEREOF, the Executive
     has executed this Agreement and the Company has
     caused this Agreement to be executed by its duly
     authorized officer as of the day and year first above
     written.
     
     THE AEGIS CONSUMER FUNDING
     GROUP,INC.
     
     
     By:                                               
       Name:
       Title:
     
     
                                                        
       Jorge Rios