D AND RESTATED
                  EXECUTIVE EMPLOYMENT AGREEMENT
     
     
           THIS EXECUTIVE EMPLOYMENT AGREE
     MENT, by and between THE AEGIS CONSUMER
     FUNDING GROUP, INC., a Delaware corpora-
     
     tion, with offices at 525 Washington
     Blvd., Jersey City, New Jersey 07310
     (the "Company"), and JOSEPH F. BATTIATO,
     residing at 125 Johanna Lane, Staten
     Island, New York 10309 (the "Execu-
     
     tive"), is amended and restated as of
     April 1, 1997.
     
               W I T N E S S E T H:
     
           WHEREAS, the Executive and the
     Company have entered into an Employment
     Agreement dated as of March 1, 1994, as
     amended (the "Prior Agreement"), pursu
     ant to which the Executive holds the
     office of President;
     
           WHEREAS, the Company has deter
     mined that it is in its best interest
     and that of its stockholders to recog-
     
     nize 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, except
     with respect to the amendment dated
     April 26, 1996, concerning a change in
     control of the Company, and to set forth
     in this Agreement the terms and condi
     tions 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 contin
     ued employment by the Company, subject
     to the terms and conditions herein set
     forth.
     
           2.  Term.  The term of the Exec
     utive's employment hereunder shall com
     mence as of April 1, 1997 (the "Effec-
     
     tive 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
     President.
     
               (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 commen-
     
     surate with the Executive's position,
     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
     hereunder, the Company shall pay to the
     Executive an annual salary of $300,000,
     in installments payable in accordance
     with the Company's customary payroll
     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 submission to the
     Company of appropriate receipts there-
     
     for.  
     
           The Executive acknowledges, with
     respect to the loan (the "Advance") made
     by the Company to the Executive in
     accordance with the provisions of that
     certain amendment, dated as of April 22,
     1996, to the Prior Agreement, that
     (i) as no bonus shall become due to the
     Executive with respect to the Company's
     fiscal year ending June 30, 1997, the
     Advance shall be used as an offset
     against the Bonus (as defined under
     Section 6 hereof) to which the Executive
     may become entitled, and (ii) the terms
     of the repayment of the Advance shall
     otherwise remain in full force and
     effect.  In the event that the Execu
     tive's employment hereunder is termi
     nated by the Company without Cause or by
     the Executive for Good Reason (as each
     such term is defined in Section 8
     hereof), the Advance shall be a non-
     recourse loan to the extent the Bonus is
     insufficient to repay the Advance.
     
           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 purposes the servicing and
            origination of automobile loans or
            mortgages) before extraordinary
            items as reported on the audited
            financial statements of the Company
            with respect to such period, which
            amount shall be:  (A) increased to
            eliminate bonuses paid or payable
            hereunder; (B) reduced to eliminate
            any gain accrued on sales in such
            fiscal year with respect to securi-
            
            tization, 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 Com
            pany prior to the securitization
            designated as "97-1"; and (E)
            adjusted to provide for applicable
            taxes (current and deferred) on (A),
            (B), (C) and (D) above.
     
               (ii) An amount ("Total
            Assets") shall be determined by ag
            gregating the total weighted average
            of assets owned by the Company dur
            ing the Bonus Period, whether such
            assets are owned by the Company (in
            cluding 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 pur-
            
            pose vehicle" shall be a corporation
            or other entity created for the pur
            pose of effecting securitizations in
            which the Company has a retained
            interest or which have recourse to
            the Company and which are not other-
            
            wise reflected as consolidated sub
            sidiaries 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 di
            viding 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, consist-
     
     ing 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 herein-
     
     below 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 mem-
     
     bers of the Senior Executive Group (such
     individual's allocation, the "Bonus"),
     and that portion of the Bonus Pool
     allocated to the Executive Group in
     accordance with the immediately
     preceding sentence shall be allocated
     among the members of the Executive Group
     as determined by the Chairman in his
     sole discretion.  If the employment of
     the Executive is terminated by the Com
     pany without Cause or by the Executive
     with Good Reason, he shall be entitled
     to receive 100% of his Bonus at such
     time as the Bonus otherwise becomes pay-
     
     able.  If the employment of the Execu
     tive 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 for
     feited or (B) during the second year of
     the Term, he shall be entitled to re
     ceive, at such time as the Bonus other
     wise 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 provided
     herein and the Executive does not accept
     such offer, the Executive shall be enti-
     
     tled 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 Execu-
     
     tive an extension of his employment for
     at least one (1) year following the end
     of the Term on terms substantially simi-
     
     lar to those provided herein, the Execu-
     
     tive 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 attribut
     able 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 dis
     cretion 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,
     however, that to the extent that the
     determination of CNATI set forth in
     subparagraph (a) hereof includes income
     accrued as a result of securitizations
     effected during the Bonus Period com
     mencing with the securitization desig
     nated 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 case 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-shar-
     
     ing, 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 par-
     
     ticipating 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 responsi-
     
     ble 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
     discretion, any other form or amount of
     life insurance at an annual premium cost
     to the Company not in excess of the
     annual premium for such a policy provid-
     
     ing $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 Executive shall
     have indicated in writing to the Company
     (or, if no such beneficiary has been
     designated, to the Executive's estate),
     an amount equal to one-half (1/2) of the
     Executive's annual salary in effect at
     the time of the Executive's death, pur
     suant 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 reason-
     
     able commuting distance of his then
     current residence, the Executive shall
     be entitled to receive full reim-
     
     bursement 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 diligent effort to sell his
     then current residence at a price
     established in good faith based upon
     then current market conditions in the
     immediate vicinity, pending the
     Executive's sale of his then current
     residence the Company shall make avail-
     
     able to the Executive appropriate living
     facilities maintained by the Company in
     the vicinity of the new office location
     and shall reimburse the cost of travel
     ing once a week between such residence
     and office locations.  The Company shall
     further reimburse the Executive upon
     sale of such residence for the amount,
     if any, by which the net proceeds from
     such sale (after brokerage, legal and
     other incidental closing costs) are less
     than the costs to the Executive of such
     residence, including any improvements
     thereto.  The Company shall further pay
     the Executive an amount equal to the
     federal, state and local income taxes
     due (at the highest marginal brackets
     then in effect) from the Executive with
     respect to all amounts payable by the
     Company pursuant to this subsection (e)
     to the extent not deductible to the
     Executive under the Internal Revenue
     Code of 1986, as amended, and the regu-
     
     lations thereunder.
     
           8.  Termination of Executive's
     Employment.
     
               (a)  Notwithstanding any
     provisions contained herein to the con
     trary, the Executive's employment may be
     terminated by the Company upon the Exec
     utive'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 per
     forming his duties and responsibilities
     hereunder for a period of 120 consecu-
     
     tive 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 per
     form the Executive's duties with the
     Company (other than any such failure
     resulting from the Executive's incapac
     ity due to physical or mental illness or
     any such actual or anticipated failure
     after the issuance of a notice of termi
     nation for Good Reason by the Executive)
     after a written demand for substantial
     performance is delivered to the Execu
     tive by the Board, which demand specifi
     cally 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 mate
     rially 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 "busi
     ness judgement rule" as such rule or
     embodiment thereof has been interpreted
     in accordance with the laws of the ap
     plicable jurisdiction.
     
               A notice of termination for
     Cause shall include a copy of a resolu
     tion duly adopted by the affirmative
     vote of a majority of the entire member
     ship of the Board (not including the
     Executive) at a meeting of the Board
     which was called and held for the pur
     pose of considering such termination
     (after reasonable notice to the Execu-
     
     tive and an opportunity for the Execu
     tive, 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 Execu
     tive's duties or responsibilities (in
     cluding the appointment, without the
     Executive's consent, of an executive
     officer senior to him other than the
     Chairman of the Board, the Vice Chairman
     or the Chief Executive Officer), (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
     Company (including the Executive) shall
     not be deemed a reduction of the Execu
     tive's compensation package for purposes
     of this definition) or (iv) requiring
     the Executive to be based without his
     consent at a location not within rea-
     
     sonable commuting distance of his then
     current residence.
     
               (e)  In the event that
     the Executive's employment hereunder is
     terminated as a result of death, dis-
     
     ability or by the Company for Cause, or
     by the Executive without Good Reason, or
     in the event that this Agreement is not
     renewed or extended at the end of the
     Term, then the Company shall have no
     further obligations or liabilities to
     the Executive hereunder, such that all
     benefits and salary (but not the Com
     pany's obligation to pay the Executive's
     Bonus) provided for within this Agree-
     
     ment (except for any death or disability
     benefits that would otherwise continue
     past the date of such termination) shall
     terminate simultaneously with the termi
     nation of the Executive's employment
     except for benefits and salary earned
     and accrued through the date of such
     termination.  Nothing in this subsection
     (e) shall supersede any rights of the
     Executive to receive any amounts or
     benefits otherwise due to him upon the
     occurrence of any of the events
     described in the immediately preceding
     sentence, whether such rights are
     created by this Agreement or otherwise.  
     
               (f)  In the event that
     the Executive's employment hereunder is
     terminated by the Company other than for
     Cause, death, disability, or because the
     Agreement has not been renewed or
     extended, or by the Executive for Good
     Reason, the Company shall continue to
     provide the Executive with the salary,
     bonus and benefits enumerated in 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; provid-
     
     ed, 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 rea
     son of experience and education.  Any
     salary, bonus and benefits (to the ex
     tent 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 obliga
     tion to make payments and provide bene
     fits attributable to periods after such
     termination.
     
           9.  Stock Options.  (a)
      Effective as of the date hereof,
     options to purchase an aggregate of
     300,000 shares of common stock of the
     Company previously awarded under the
     Company's 1994 Stock Option Plan (as
     amended) (the "1994 Plan") shall be
     cancelled to the Company.  In consider-
     
     ation for such cancellation, the
     Compensation Committee of the Board
     shall, effective as of the date hereof,
     grant to the Executive an option to
     purchase 259,695 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 pur-
     
     chase an aggregate of 35,000 shares of
     common stock of the Company previously
     awarded under the Company's 1996 Stock
     Option Plan (as amended) (the "1996
     Plan") shall be cancelled to the
     Company.  In consideration for such
     cancellation, the Compensation Committee
     of the Board shall, effective as of the
     date hereof, grant to the Executive an
     option to purchase 30,305 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 hereun-
     
     der.
     
           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 ac-
     
     knowledges that the services to be per
     formed 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 contem-
            
            plated herein, or following the ex
            piration or termination for any rea
            son of his employment with the
            Company;
     
               (ii)  he will deliver
            promptly to the Company upon the
            termination of his employment, or at
            any other time the Company may so
            request, at the Company's expense,
            all memoranda, notes, records,
            reports and other documents (and all
            copies thereof) relating to the
            businesses of the Company which he
            obtained while employed by, or
            otherwise serving or acting on
            behalf of, the Company, or any of
            its subsidiaries or affiliates, and
            which he may then possess or have
            under his control; and
     
               (iii) for so long as the
            Executive continues to receive
            salary from the Company, whether
            under the terms of this Agreement or
            otherwise (including, but not lim
            ited to, the duration of the Sever
            ance Period), the Executive will
            not, unless the Board shall other-
            
            wise consent, alone or together with
            any other person, firm, partnership,
            corporation or other entity what-
            
            soever (except any subsidiaries or
            affiliates of the Company), directly
            or indirectly, whether as an offi-
            
            cer, director, stockholder, partner,
            proprietor, associate, employee,
            representative, public relations or
            advertising representative, man-
            
            agement consultant or otherwise:
     
               (A)  engage in or
     
               (B)  become or be inter
                         ested in or associ-
                         
                         ated with any other
                         person, corporation,
                         firm, partnership or
                         other entity whatso
                         ever engaged in
     
       any business which is competitive
            with any business conducted or con
            templated by the Company (a "Similar
            Business").
     
               (b)  Notwithstanding the
     provisions of subsection (a)(iii) of
     this Paragraph 10, the Executive may
     own, as an inactive investor, securities
     of a corporation engaged in a competi
     tive line of business whose equity secu
     rities 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 con-
     
     tracts with the Company.
     
               (d)  The Executive agrees
     that the remedy at law for any breach or
     threatened breach of any covenant con
     tained 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 Agree
     ment shall be construed in accordance
     with and governed by the laws of the
     State of New York applicable to
     contracts executed in and to be
     performed solely within such state.
     
           12.  Notices.  All notices
     required or permitted to be given by
     either party hereunder, including notice
     of change of address, shall be in writ
     ing 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 Fund
     ing Group, Inc.
                    525 Washington Blvd.
                    Jersey City, New Jersey  07310
                    Attention:     Angelo Appierto
                              Chairman of the Board
     
     If to the Executive:     Joseph F. Battiato
                    125 Johanna Lane
                    Staten Island, New York  10309
     
           13. Miscellaneous.
     
               (a)  Entire Agreement. 
     This Agreement constitutes the entire
     agreement among the parties with respect
     to the subject matter hereof and super
     sedes any and all prior oral or written
     agreements and understandings; however,
     this Agreement shall not supersede, dimin-
     
     ish 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 exe
     cution 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 applica-
     
     ble law, this Agreement shall be consid
     ered 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 As
     signs.  This Agreement shall inure to the
     benefit of, and be binding upon, the Com
     pany 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 head
     ings 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 Agree
     ment.  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 Com
     pany has caused this Agreement to be exe
     cuted by its duly authorized officer as of
     the day and year first above written.
     
                       THE AEGIS CONSUMER
     FUNDING
                           GROUP, INC.
     
     By:                                      
                       Name:
                       Title:
     
     
                                              
                       Joseph F. Battiato