AMENDED AND RESTATED MASTER
PURCHASE AGREEMENT



     This AMENDED AND RESTATED
MASTER PURCHASE AGREEMENT (this
"Agreement") is made as of May 1, 1997, by and
between AEGIS AUTO FINANCE, INC., a
Delaware corporation, having its principal place of
business at 525 Washington Boulevard, Jersey City,
New Jersey 07310, as seller (the "Seller"), and
AEGIS AUTO FUNDING CORP. IV, a Delaware
corporation, having its principal executive office at
525 Washington Boulevard, Jersey City, New
Jersey 07310, as purchaser (the "Purchaser").

     WHEREAS, the Seller originates or acquires
in the ordinary course of its business motor vehicle
retail installment sales contracts secured by new and
used automobiles and light-duty trucks, along with
certain related property with respect thereto (the
"Receivables"); and

     WHEREAS, the Seller desires to sell
Receivables to the Purchaser from time to time
during the term of this Agreement and the
Purchaser desires to purchase such Receivables
subject to the terms and conditions set forth herein;
and 

     WHEREAS, the Purchaser intends to
subsequently convey Receivables purchased by it
pursuant to the terms hereof to a series of separate
trusts (each a "Trust") to be created pursuant to the
terms of the Amended and Restated Master Trust
Agreement dated as of May 1, 1997 (the "Amended
and Restated Master Trust Agreement") between the
Purchaser and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee") and each
related Pooling and Servicing Agreement executed
and delivered pursuant to the terms thereof; and 

     WHEREAS, each such Trust is expected to
issue pass-through certificates representing
undivided interests in each pool of Receivables and
other property conveyed to the Trust (the
"Certificates"); and

     WHEREAS, the parties entered into the
Master Purchase Agreement dated as of March 1,
1997 (the "Original Agreement"); and

     WHEREAS, the parties desire to amend and
restate the Original Agreement in its entirety.

     NOW, THEREFORE, in consideration of
the foregoing, other good and valuable
consideration, and the mutual terms and covenants
contained herein, the parties hereto agree to amend
and restate the Original Agreement as follows:
<PAGE>
                  ARTICLE I

             CERTAIN DEFINITIONS

     Terms not defined in this Agreement shall
have the meaning set forth in the Amended and
Restated Standard Terms and Conditions attached to
the Amended and Restated Master Trust
Agreement.  As used in this Agreement, the
following terms shall, unless the context otherwise
requires, have the following meanings (such
meanings to be equally applicable to the singular
and plural forms of the terms defined):

     "Agreement" means this Amended and
Restated Master Purchase Agreement and all
amendments hereof and supplements hereto.

     "Cutoff Date" means the date designated as
such in any Supplemental Conveyance. 

     "Purchaser" means Aegis Auto Funding
Corp. IV, a Delaware corporation, its successors
and assigns.

     "Receivable" means any retail installment
sales contract and security agreement sold pursuant
hereto, as identified on the related Schedule of
Receivables for each Sale Date. 

     "Receivables Cash Purchase Price" means
with respect to any Receivable sold on a Sale Date,
100% of the Principal Balance of such Receivable
(or 92% if such Receivable is Uninsured) payable
as provided in Section 2.01 hereof.

     "Sale Date" means each date on which a
pool of Receivables is sold pursuant to the terms
hereof, each such date corresponding to either a
Closing Date or a Funding Date for the Purchaser's
sale of Receivables to a Trust.  

     "Schedule of Receivables" means, with
respect to any Sale Date, the list of Receivables
sold on such date attached as Schedule I to the
related Supplemental Conveyance.

     "Seller" means Aegis Auto Finance, Inc., a
Delaware corporation, its successors and assigns.

     "Supplemental Conveyance" means each
supplemental conveyance executed by the Seller
substantially in the form attached to this Agreement
as Exhibit A evidencing the sale of a pool of
Receivables to the Purchaser.

     "Trustee" means Norwest Bank Minnesota,
National Association, its successors and assigns.

     "UCC" means the Uniform Commercial
Code, as in effect from time to time in the relevant
jurisdictions.

                 ARTICLE II

      PURCHASE AND SALE OF RECEIVABLES

     Section 2.01.  Purchase and Sale of
Receivables.  (a) On each Sale Date, in exchange
for the Receivables Cash Purchase Price and subject
to the other terms and conditions of this Agreement,
the Seller agrees to sell, transfer, assign and
otherwise convey to the Purchaser, without recourse
(except as provided in Sections 6.01 and 7.02), a
100% interest in (i) all right, title and interest of the
Seller in and to the Receivables listed on the
applicable Schedule of Receivables, all monies
constituting Excess Interest Collections with respect
thereto,  and all other moneys received thereon on
and after the related Cutoff Date; (ii) the interest of
the Seller in the security interests in the Financed
Vehicles granted by the Obligors pursuant to such
Receivables; (iii) the interest of the Seller in any
Risk Default Insurance Proceeds and any proceeds
from claims on any Insurance Policies (including
the VSI Insurance Policy) covering such
Receivables, the Financed Vehicles or the Obligors
from the Cutoff Date; (iv) the right of the Seller to
realize upon any property (including the right to
receive future Liquidation Proceeds) that shall have
secured a Receivable and have been repossessed by
or on behalf of the Purchaser; (v) the interest of the
Seller in any Dealer Recourse; and (vi) the proceeds
of any and all of the foregoing.  (All of the
property identified in this subsection (a) shall
constitute "Trust Property.")

     (b)  In consideration for the Receivables
and the other Trust Property relating thereto sold on
any Sale Date, the Purchaser shall (i) on each such
date corresponding to a Closing Date for a Trust,
pay to the Seller an amount equal to the Receivables
Cash Purchase Price by wire transfer of
immediately available funds; and (ii) on each such
date corresponding to a Funding Date for a Trust,
cause the Trustee for such Trust to pay to the Seller
from the applicable Funding Account an amount
equal to the Receivables Cash Purchase Price by
wire transfer of immediately available funds.

     Section 2.02.  Security Interest.  It is the
intention of the Seller and the Purchaser that each
sale hereunder of the Seller's right, title and interest
in and to Receivables and related Trust Property
shall constitute an absolute sale by the Seller to the
Purchaser.  In the event a court of competent
jurisdiction were to recharacterize any transfer of
Trust Property as a secured borrowing rather than
a sale, contrary to the intent of the Seller and the
Purchaser, the Seller does hereby grant, assign and
convey to the Purchaser, a security interest in and
lien upon all of its right, title and interest in and to
such Trust Property, and all proceeds of any
thereof, said security interest to be effective from
the date of execution of the related Supplemental
Conveyance.

                 ARTICLE III

       REPRESENTATIONS AND WARRANTIES

     Section 3.01.  Representations and
Warranties of the Seller.  
(a)  The Seller hereby represents and warrants to
the Purchaser and its respective successors and
assigns as of the date hereof and each Sale Date:

     (i)  Organization, Etc.  The Seller is a
corporation duly organized, validly existing and in
good standing under the laws of the State of
Delaware.

     (ii) Due Qualification.  The Seller is in
good standing and duly qualified to do business and
has obtained all necessary licenses and approvals in
the States of Delaware and New Jersey and all
jurisdictions in which the ownership or lease of its
property or the conduct of its business shall require
such qualifications unless the failure of the Seller to
obtain such licenses and approvals would have no
material adverse effect on the Seller's ability to
fulfill its obligations hereunder.

     (iii)      Power and Authority.  The Seller has
the power and authority to execute and deliver this
Agreement and to carry out its terms; the Seller has
full power and authority to sell and assign the
property to be sold and assigned to the Purchaser
and such sale and assignment is valid and binding
against the Seller, and the Seller has duly
authorized such sale and assignment to the
Purchaser by all necessary action; the execution,
delivery and performance of this Agreement have
been duly authorized by the Seller by all necessary
action, and this Agreement is the legal, valid and
binding obligation of the Seller enforceable in
accordance with its terms.  The Seller has duly
executed and delivered this Agreement and any
other agreements and documents necessary to
effectuate the transactions contemplated hereby.

     (iv) No Violation.  The consummation of
the transactions contemplated hereby and the
fulfillment of the terms hereof, neither conflict
with, result in any breach of any of the terms and
provisions of, nor constitute (with or without notice
or lapse of time) a default under, the certificate of
incorporation or bylaws of the Seller, or any
indenture, agreement or other instrument to which
the Seller is a party or by which it is bound; nor
result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of
any such indenture, agreement or other instrument
(other than this Agreement); nor violate any law or,
to the best of Seller's knowledge, any order, rule or
regulation applicable to the Seller of any court or of
any federal or state regulatory body, administrative
agency, or other governmental instrumentality
having jurisdiction over the Seller or its properties.

     (v)  No Proceedings.  There are no
proceedings or investigations pending or, to the best
knowledge of Seller, threatened before any court,
regulatory body, administrative agency or other
governmental instrumentality having jurisdiction
over the Seller or its properties: (A) asserting the
invalidity of this Agreement; (B) seeking to prevent
the consummation of any of the transactions
contemplated by this Agreement; or (C) seeking any
determination or ruling that might materially and
adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability
of, this Agreement.

     (vi) No Approvals.  No approval,
authorization or other action by, or filing with, any
governmental authority of the United States of
America or any of the States is required or
necessary to consummate the transactions
contemplated hereby, except such as have been duly
obtained or made on or prior to each applicable
Sale Date.  Seller complies in all material respects
with all applicable laws, rules and orders with
respect to itself, its business and properties and the
Receivables; and Seller maintains all applicable
permits, licenses and certifications.

     (vii)      Taxes.  The Seller has filed all
federal, state, county, local and foreign income,
franchise and other tax returns required to be filed
by it through the date hereof, and has paid all taxes
reflected as due thereon.  There is no pending
dispute with any taxing authority that, if determined
adversely to the Seller, would result in the assertion
by any taxing authority of any material tax
deficiency, and the Seller has no knowledge of a
proposed liability for any tax to be imposed upon
the Seller's properties or assets for which there is
not an adequate reserve reflected in the Seller's
current financial statements. 

     (viii)     Investment Company.  The Seller is
not, and is not controlled by, an "investment
company" registered or required to be registered
under the Investment Company Act of 1940, as
amended. 

     (ix) Pension/Profit Sharing Plans.  No
contribution failure has occurred with respect to any
pension or profit sharing plan to which the Seller or
any of its Affiliates is a contributor and all such
plans have been fully funded as of the date of this
Agreement.

     (x)  Trade Names.  "Aegis Auto Finance,
Inc." is the only trade name under which the Seller
is currently operating its business; for the six (6)
years (or such shorter period of time during which
the Seller was in existence) preceding each Sale
Date, the only other trade name under which Seller
operated its business is "The Clearing House Corp."

     (xi) Ability to Perform.  There is no
material impairment in the ability of the Seller to
perform its obligations under this Agreement.

     (xii)      Valid Business Reasons; No
Fraudulent Transfers.  The Seller has valid business
reasons for transferring the Receivables rather than
obtaining a secured loan with the Receivables as
collateral.  At the time of each transfer: (i) the
Seller transferred the Receivables to the Purchaser
without any intent to hinder, delay, or defraud any
current or future creditor of the Seller; (ii) the
Seller was not insolvent and did not become
insolvent as a result of the transfer; (iii) the Seller
was not engaged and was not about to engage in
any business or transaction for which any property
remaining with the Seller was an unreasonably
small capital or for which the remaining assets of
the Seller were unreasonably small in relation to the
business of the Seller or the transaction; (iv) the
Seller did not intend to incur, and did not believe or
reasonably should not have believed that it would
incur, debts beyond its ability to pay as they
become due; and (v) the consideration paid by the
Purchaser to the Seller for the Receivables was
equivalent to the fair market value of such
Receivables.

     (xiii)     Chief Executive Office.  The Seller
maintains its chief executive office in the State of
New Jersey, and there have been no other locations
of the Seller's chief executive office since January
1995.  

     (xiv)      Adverse Orders.  There is no
injunction, writ, restraining order or other order of
any nature binding upon Seller that adversely affects
Seller's performance of this Agreement and the
transactions contemplated hereby.

     (b)  As of each Sale Date, the Seller
makes the following representations and warranties
as to the Receivables for the benefit of the
Purchaser and the Trustee with respect to any trust
formed pursuant to the Amended and Restated
Master Trust Agreement, and intends that the
Purchaser rely thereon in accepting the Receivables
on each Sale Date.  Such representations and
warranties shall survive each sale, transfer and
assignment of the Receivables to the Purchaser and
each subsequent assignment to the Trustee.  The
Seller acknowledges and expressly agrees that either
the Purchaser or the Trustee may enforce the
Seller's repurchase obligations or substitution
obligations pursuant to Section 7.02 hereof for any
breach of any of the following representations and
warranties.  

     (i)  Characteristics of Receivables.  Each
Receivable (A) has been originated in the United
States of America by Seller or a Dealer for the
retail sale of a Financed Vehicle in the ordinary
course of Seller's or such Dealer's business, has
been fully and properly executed by the parties
thereto and, if originated by a Dealer, has been
purchased by Seller in the ordinary course of
business from such Dealer or has been financed for
such Dealer under an existing agreement with
Seller, (B) has created a valid, subsisting and
enforceable first priority security interest in favor of
the Seller or the Dealer in the Financed Vehicle,
which security interest, if in favor of the Dealer,
has been assigned by the Dealer to Seller, and
which in either case has been duly assigned by
Seller to the Purchaser, (C) is covered by the VSI
Insurance Policy and (except as otherwise indicated
on the related Schedule of Receivables) by the Risk
Default Insurance Policy, (D) contains customary
and enforceable provisions such that the rights and
remedies of the holder thereof are adequate for
realization against the collateral of the benefits of
the security and (E) provides for level monthly
payments (provided that the payment in the first or
last month in the life of the Receivable may be
different from the level payment) that fully amortize
the Amount Financed over an original term of no
greater than 60 months and yield interest at the
Annual Percentage Rate.

     (ii) Schedule of Receivables.  The
information set forth on the Schedule of Receivables
is true, complete and correct in all material respects
as of the opening of business on the Cutoff Date
relating to such Sale Date and no selection
procedures adverse to the Purchaser or the Trustee
have been utilized in selecting the Receivables.

     (iii)       Compliance With Law.  Each
Receivable and the sale of the related Financed
Vehicle (A) complied at the time it was originated
or made and at the Sale Date complies in all
material respects with all requirements of applicable
federal, State and local laws and regulations
thereunder, including, without limitation, usury
laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve
Board's Regulations B and Z, State adaptations of
the National Consumer Act and of the Uniform
Consumer Credit Code, and other consumer credit
laws and equal credit opportunity and disclosure
laws and (B) does not contravene any applicable
contracts to which Seller is a party and no party to
such contract is in violation of any applicable law,
rule or regulation which is material to the
Receivable or the sale of the Financed Vehicle.

     (iv)        Binding Obligation.  Each Receivable
represents the genuine, legal, valid and binding
payment obligation in writing of the Obligor,
enforceable by the holder thereof in accordance
with its terms.  Each Receivable is denominated and
payable solely in U.S. dollars.

     (v)  No Government Obligor or Affiliate. 
None of the Receivables is due from the United
States of America or any State or local government
or from any agency, department or instrumentality
of the United States of America or any State or
local government or from any Affiliate of the
Seller.

     (vi) Security Interest in Financed Vehicle. 
Immediately prior to the sale, assignment and
transfer thereof, each Receivable is secured by a
validly perfected first priority security interest in
the Financed Vehicle in favor of the Seller as
secured party or all necessary and appropriate
actions have been commenced that would result in
the valid perfection of a first priority security
interest in the Financed Vehicle in favor of the
Seller as the secured party.  The Seller has caused
each certificate of title (or copy of an application
for title) or such other document delivered by the
state title registration agency evidencing the security
interest in the Financed Vehicle, to be delivered to
the Custodian, together with powers of attorney,
duly executed by Seller in favor of the Trustee,
which powers of attorney are sufficient to change
the lien holder on the certificate of title with respect
to a Financed Vehicle.

     (vii)       Receivables in Force.  No Receivable
has been satisfied, subordinated or rescinded, nor
has any Financed Vehicle been released from the
lien granted by the related Receivable in whole or
in part.

<PAGE>
     (viii)      No Waiver.  No provision of a
Receivable has been waived, impaired, altered or
modified in any respect except in accordance with
the Servicing Agreement, the substance of which is
reflected in the Schedule of Receivables as it relates
to the information included thereon.

     (ix) No Amendments.  No Receivable has
been amended such that either the original
Scheduled Payment has been decreased or the
number of originally scheduled due dates has been
increased except as permitted under the terms of the
Risk Default Policy covering such Receivable.

     (x)  No Defenses.  No right of rescission,
setoff, recoupment, counterclaim or defense has
been asserted or threatened with respect to any
Receivable.

     (xi) No Liens.  No Liens or claims have
been filed for work, labor or materials relating to a
Financed Vehicle that are Liens prior to, or equal
or coordinate with, the security interest in the
Financed Vehicle granted by the Obligor pursuant
to the Receivable.

     (xii)       No Default.  Except for payment
delinquencies continuing for a period of not more
than fifty-nine (59) days as of the applicable Cutoff
Date, no default, breach, violation or event
permitting acceleration under the terms of any
Receivable has occurred; and no continuing
condition that with notice or the lapse of time would
constitute a default, breach, violation or event
permitting acceleration under the terms of any
Receivable has arisen; and the Seller has not waived
any of the foregoing.  As of each Sale Date, the
Seller has no knowledge of any facts regarding any
particular Receivable transferred on such date
indicating that such Receivable would not be paid in
full.

     (xiii)      Insurance.  Each Receivable is
covered under the VSI Insurance Policy and (except
as indicated on the related Schedule of Receivables)
the Risk Default Insurance Policy, and each such
insurance policy is valid and remains in full force
and effect.  No more than one fifth of one percent
of the Receivables are not covered by a Risk
Default Insurance Policy.  The Seller, in accordance
with its customary procedures, has required that
each Obligor obtain, and has determined that each
Obligor has obtained, physical damage insurance
covering the Financed Vehicle as of the date of
execution of the Receivable insuring repair or
replacement of such Financed Vehicle subject to a
deductibility not in excess of $500. 

     (xiv)       Title.  It is the intention of the Seller
that the transfer and assignment of the Receivables
from the Seller to the Purchaser herein
contemplated be treated as an absolute sale for
financial accounting purposes, and that the
beneficial interest in and title to the Receivables not
be part of the property of the Seller for any purpose
under state or federal law.  No Receivable has been
sold, transferred, assigned or pledged by the Seller
to any Person other than the Purchaser, except the
pledge to and liens for the benefit of certain of
Seller's creditors which will be released
concurrently with or prior to conveyance to the
Purchaser hereunder.  Immediately prior to or
concurrently with the transfer and assignment herein
contemplated, the Seller had good and marketable
title to each Receivable free and clear of all Liens
and rights of others; and, immediately upon the
transfer thereof, the Purchaser will have good and
marketable title to each Receivable, free and clear
of all Liens and rights of others; and the transfer
has been validly perfected under the UCC.

     (xv) Lawful Assignment.  No Receivable
has been originated in, or is subject to the laws of,
any jurisdiction under which the sale, transfer and
assignment of such Receivable under this
Agreement or pursuant to transfers of the related
pass-through certificates is or shall be unlawful,
void or voidable.

     (xvi)       All Filings Made.  All filings
(including, without limitation, UCC filings)
necessary in any jurisdiction to give the Purchaser
a first perfected security interest in the Receivables
have been made.

     (xvii)      One Original.  There is only one
original executed copy of each Receivable.

     (xviii)     Maturity of Receivables.  Each
Receivable had an original maturity of not more
than 60 months.  The remaining maturity of each
Receivable was 60 months or less as of the Cutoff
Date.

     (xix)       Monthly Payments.  Each Receivable
provides for level monthly payments (provided that
the payment in the first or last month in the life of
the Receivable may be minimally different from
such level payment) which fully amortize the
amount financed over the original term; provided,
however, that the Risk Default Policies provide that
loan extensions will be allowed, subject to a total
number of extensions of no more than one extension
for each 12 month period or fraction thereof in the
Receivable's term.  No Receivables had a payment
that was more than 59 days overdue as of the
applicable Cutoff Date; and each Receivable has a
final scheduled payment due no later than the
applicable Final Scheduled Distribution Date.
     
     (xx) Financing.  Each Receivable
represents a Simple Interest Receivable.

     (xxi)       Bankruptcy Proceeding.  Except with
respect to the 1997-1 Trust, no Obligor as of the
respective Cutoff Date is noted in the Seller's
records as the subject of a bankruptcy proceeding. 
With respect to the 1997-1 Trust, no Receivable as
of the Cutoff Date is noted in the Seller's records as
a discharged debt under a bankruptcy proceeding.

     (xxii)      Chattel Paper, Valid and Binding. 
Each Receivable constitutes "chattel paper" under
the UCC, and is the legal, valid and binding
obligation of the Obligor thereunder in accordance
with the terms thereof.

<PAGE>
     (xxiii)     No Future Advances.  The full
principal amount of each Receivable has been
advanced to each Obligor or advanced in
accordance with the directions of each such
Obligor, and there is no requirement for future
advances thereunder.  The Obligor with respect to
the Receivable does not have any options under
such Receivable to borrow from any person
additional funds secured by the Financed Vehicle. 
Each Receivable is secured by the related Financed
Vehicle.

     (xxiv)      Underwriting Guidelines.  Except for
Uninsured Receivables constituting no more than
one-fifth of one percent of the aggregate Principal
Balance of all Receivables being conveyed to any
single Trust, and Nonconforming Insured
Receivables constituting no more than 1% of the
aggregate Principal Balance of all Receivables being
conveyed to any single Trust, each Receivable has
been originated in accordance with the Underwriting
Guidelines and in accordance with the underwriting
guidelines acceptable to the Risk Default Insurer.  

     (xxv)     Financed Vehicle in Good Repair. 
To the best of the Seller's knowledge, each
Financed Vehicle is in good repair and working
order.
     
     (xxvi)    Principal Balance.  No Receivable
has a Principal Balance which includes capitalized
interest, physical damage insurance or late charges. 
The maximum principal balance of any Receivable
does not exceed $40,000 or such lesser maximum
amount as is permitted under the Underwriting
Guidelines.

     (xxvii)  Servicing.  At the Cutoff Date, each
Receivable was being serviced by the Servicer.

     (xxviii) Eligible Loan.  Each Receivable
constitutes an "Instrument" or "Insured Security
Agreement" and each Financed Vehicle constitutes
"Eligible Collateral" as defined in and for purposes
of the Risk Default Insurance Policy.  Neither the
insured under the Risk Default Insurance Policy nor
any Person acting on behalf of such insured has
concealed or misrepresented any material facts or
circumstances regarding any matter that would
serve as a basis for the Risk Default Insurer to void
the Risk Default Insurance Policy.

     (xxix)     Original Principal Amount.  The
original principal amount of each Receivable with
respect to which a credit application was received
by Aegis Finance prior to January 15, 1997 and
which was (A) originated under the original "Zero
Down" and the "Reduced Income" programs, was
not more than (1) in the case of new Financed
Vehicles, the lower of (x) 105% of the
manufacturer's suggested retail price plus rebatable
premiums on cancelable items and (y) 120% of the
manufacturer's suggested retail price or (2) in the
case of used Financed Vehicles, the lower of (x)
105% of the retail value of the Financed Vehicle at
the time of origination of the Receivable as set forth
in the Kelley "Blue Book" for the appropriate
region plus rebatable premiums on cancelable items
and (y) 120% of such Kelley "Blue Book" retail
value; (B) originated under the "First Time Buyer"
program, was not more than (1) in the case of new
Financed Vehicles, 95% of the manufacturer's
suggested retail price plus rebatable premiums on
cancelable items of up to 15% of the manufacturer's
suggested retail price or (2) in the case of used
Financed Vehicles, 95% of the retail value of the
Financed Vehicle at the time of origination of the
Receivable as set forth in the Kelley "Blue Book"
for the appropriate region plus rebatable premiums
on cancelable items of up 15% of the
manufacturer's suggested retail price and (C)
originated under the "Military Program" was not
more than 105% of the manufacturer's suggested
retail price or, in the case of used Financed
Vehicles, 105% of the Kelley "Blue Book" retail
value.  Calculations made with respect to the
percentages referenced above are rounded to the
nearest whole percentage point.  The original
principal amount of each Receivable with respect to
which a credit application was received by Aegis
Finance after January 15, 1997 which was (A)
originated under the original "Zero Down"
program, was not more than (1) in the case of new
Financed Vehicles (other than Hyundai
automobiles), 100% of the manufacturer's suggested
retail price (not to exceed $20,000) plus taxes, title
and other fees and premiums for approved service
contracts or (2) in the case of used Financed
Vehicles (other than Hyundai automobiles), 100%
of the retail value of the Financed Vehicle at the
time of origination of the Receivable as set forth in
the Kelley "Blue Book" for the appropriate region
(not to exceed $20,000) plus taxes, title and other
fees and premiums for approved service contracts;
(B) originated under the "Reduced Income"
program and with respect to all Hyundai
automobiles, was not more than (1) in the case of
new Financed Vehicles, 85% of the manufacturer's
suggested retail price plus taxes, title and other fees
and premiums for approved service contracts or (2)
in the case of used Financed Vehicles 85%of the
retail value of the Financed Vehicle at the time of
origination of the Receivable as set forth in the
Kelley "Blue Book" for the appropriate region plus
taxes, title and other fees and premiums for
approved service contracts;  provided that, in any
such case, if any such amount is higher than that
approved by the Risk Default Insurer, each
Receivable will be limited in amount to that
permitted by the Risk Default Insurer for coverage
under the Risk Default Insurance Policy.
     
     (xxx)     No Proceedings.  There are no
proceedings or investigations pending or, to the best
knowledge of the Seller, threatened before any
court, regulatory body, administrative agency or
other governmental instrumentality having
jurisdiction over the Seller or its respective
properties:  (A) asserting the invalidity of any of
the Receivables; (B) seeking to prevent the
enforcement of any of the Receivables; or (C)
seeking any determination or ruling that might
materially and adversely affect the payment on or
enforceability of any Receivable.

     (xxxi)    Licensing.   With respect to each
Receivable originated in the State of Pennsylvania,
the Seller and each prior holder of any such
Receivable were each properly licensed under
applicable Pennsylvania laws and regulations during
the respective times the Seller and each prior holder
of any such Receivable held such Receivable,
except where the failure to be so licensed would not
have a material adverse effect on the ability of the
Trust to collect principal or interest payments on
such Receivable or to realize upon the Financed
Vehicle underlying any such Receivable in
accordance with the terms thereof.

     (c)  The Seller makes the following
additional representations, warranties and covenants
for the benefit of the Purchaser and the Trustee on
which the Purchaser relies in accepting the
Receivables on each Sale Date, which
representations, warranties and covenants shall
survive each Sale Date.

          (i)  Location of Servicer Files. 
     The Servicer Files are kept by the Servicer
     at the locations listed in Exhibit B hereto,
     with the exception of (A) the original titles
     or other documents evidencing the security
     interest of the Seller in the Financed Vehicle
     and (B) the original Receivables, which
     documents shall be kept at an office of the
     Custodian.

          (ii) Evidence of Security Interest. 
      Within 10 days after each Sale Date, the
     Seller shall deliver or cause to be delivered
     to the Trustee, as Custodian, (A) an original
     certificate of title or (B) if the applicable
     state title registration agency does not
     deliver certificates of title to lienholders,
     such other document delivered to the Seller
     by the state title registration agency
     evidencing the security interest of the Seller
     in the Financed Vehicle, or (C)  a guarantee
     of title or a copy of an application for title
     if no certificate of title or other evidence of
     the security interest in the Financed Vehicle
     has yet been issued, for each Financed
     Vehicle relating to each Receivable sold,
     transferred, assigned and conveyed
     hereunder; provided, however, that any
     original certificate of title or other document
     evidencing the security interest of the Seller
     in the Financed Vehicle not so delivered on
     the Sale Date, due to the fact that such title
     or other document has not yet been issued
     by a state title registration agency and
     delivered to the Seller as of such date, shall
     be delivered by the Seller to the Trustee
     within one hundred twenty (120) days after
     the Sale Date or such later date (not
     exceeding another 120 days thereafter)
     permitted by the related Pooling and
     Servicing Agreement; provided, further, that
     failure to so deliver any original certificate
     of title or other document evidencing the
     security interest of the Seller in the Financed
     Vehicle to the Trustee shall be deemed to be
     a breach by the Seller of its representations
     and warranties contained in this
     Section 3.01, and such occurrence shall
     constitute a breach pursuant to Section 7.02
     herein.

         (iii) Insurance Claims.  The Seller
     shall provide to the Purchaser, within five
     (5) Business Days of receipt or distribution
     thereof, (A) copies of all documents
     received from the Risk Default Insurer
     contesting the eligibility of any claim made
     under a Risk Default Policy and (B) copies
     of all documents regarding the resolution of
     alleged ineligible claims.  

         (iv)  Business Purpose.  The Seller
     will sell, transfer, assign and otherwise
     convey (for state law, tax and financial
     accounting purposes) the Receivables for a
     bona fide business purpose.

         (v)   Financial Accounting
     Purposes.  The Seller intends to treat the
     transactions contemplated by this Agreement
     as an absolute sale of the Receivables by the
     Seller for financial accounting purposes. 
     The Seller and the Trustee intend to cause to
     be filed all returns or reports in a manner
     consistent with such treatment.

         (vi)  Valid Transfer.  This
     Agreement constitutes a valid transfer by the
     Seller to the Purchaser of all of the Seller's
     right, title and interest in the Receivables
     and the other Trust Property.

         (vii) Seller's Obligations.  The
     Seller has submitted all necessary
     documentation for payment of the
     Receivables to the Obligors and has fulfilled
     all of its applicable obligations hereunder
     required to be fulfilled as of the Sale Date.

         (viii)     Insurance Policies. The
     Seller will not cancel, nor permit the
     cancellation of, the Risk Default Insurance
     Policy or VSI Insurance Policy, in each case
     as it relates to the Receivables.

                 ARTICLE IV

                 CONDITIONS

     Section 4.01.  Conditions to Obligation of
the Purchaser.  The obligation of the Purchaser to
purchase Receivables on each Sale Date is subject
to the satisfaction of the following conditions:

     (a)  Notice of Sale.  The Seller shall
provide the Purchaser notice of each sale hereunder
at least three Business Days in advance of each Sale
Date.

     (b)  Representations and Warranties True. 
The representations and warranties of the Seller
hereunder shall be true and correct on each Sale
Date and the Seller shall have performed all
obligations to be performed by it hereunder on or
prior to each Sale Date.

     (c)  Files Marked; Files and Records
owned by Trustee.  The Seller shall, at its own
expense, on or prior to each Sale Date indicate in
its files that the applicable Receivables have been
sold to the Purchaser pursuant to this Agreement. 
Further, the Seller hereby agrees that the computer
files and other physical records of the Receivables
maintained by the Seller will bear an indication
reflecting that the Receivables have been sold to the
Purchaser and thereafter sold, transferred and
assigned to the Trustee.

     (d)  Documents to be Delivered by the
Seller on or prior to each Sale Date.

<PAGE>
          
     (i)  Supplemental Conveyance.  On or prior to
     each Sale Date, the Seller will execute and deliver
     a Supplemental Conveyance substantially in the
     form of Exhibit A hereto with respect to the
     Receivables and related Trust Property being
     conveyed on such date.

          (ii)      Custodian Files.  At each Sale
Date, the Seller shall deliver to the Trustee, 
     as custodian, for the benefit of the Purchaser
     and its assigns the Custodian Files.

          (iii)     Evidence of UCC Filings.  The
Seller shall record and file, at its own expense, (A)
on or prior to the initial Sale Date, UCC-3
termination statements in each jurisdiction required
by applicable law, to release effective as of each
Sale Date any prior security interests in the related
Receivables granted by the Seller, and (B) on or
prior to the initial Sale Date, UCC financing
statements in each jurisdiction in which required by
applicable law, executed by the Seller as seller or
debtor, and naming the Purchaser as purchaser or
secured party, naming the Trustee as assignee of
such purchaser or secured party, identifying the
Receivables and the other Trust Property being sold
hereunder as collateral, meeting the requirements of
the laws of each such jurisdiction and in such
manner as is necessary to perfect effective as of
each Sale Date the sale, transfer, assignment and
conveyance of such Receivables to the Purchaser
and the sale, transfer, assignment and conveyance
thereof to the Trustee.  The Seller shall deliver
file-stamped copies, or other evidence satisfactory
to the Purchaser and the Trustee of such filing, to
the Purchaser and the Trustee on or prior to the
initial Sale Date.

          (iv)      Evidence of Insurance and
Payment.  On each Sale Date the Seller shall 
     deliver to the Trustee on the Purchaser's
     behalf evidence of payment in full of all
     premiums due under the Risk Default
     Insurance Policy and the VSI Insurance
     Policy with respect to the Receivables being
     sold on such date. 

          (v) Other Documents.  Such other
documents as the Purchaser may reasonably 
     request.

     Section 4.02.  Conditions to Obligation of
the Seller.  The obligation of the Seller to sell the
Receivables to the Purchaser on each Sale Date is
subject to the condition that on each Sale Date the
Purchaser will deliver to the Seller the Receivables
Cash Purchase Price for the Receivables.

                  ARTICLE V

           COVENANTS OF THE SELLER

     The Seller agrees with the Purchaser as
follows:

     Section 5.01.  Protection of Right, Title and
Interest.  (a)  Filings.  The Seller shall cause all
financing statements and continuation statements
and any other necessary documents covering the
right, title and interest of the Purchaser in and to
the Receivables and the other Trust Property to be
promptly filed, and at all times to be kept recorded,
registered and filed, all in such manner and in such
places as may be required by law fully to preserve
and protect the right, title and interest of the
Purchaser hereunder to the Receivables and the
other Trust Property.  The Seller shall deliver to the
Purchaser file-stamped copies of, or filing receipts
for, any document recorded, registered or filed as
provided above, as soon as available following such
recordation, registration or filing.  The Purchaser
shall cooperate fully with the Seller in connection
with the obligations set forth above and will execute
any and all documents reasonably required to fulfill
the intent of this Section 5.01(a).

     (b)  Name Change.  At least fifteen days
before the Seller makes any change in its name,
identity or corporate structure which would make
any financing statement or continuation statement
filed in accordance with paragraph (a) above
seriously misleading within the applicable
provisions of the UCC or any title statute, the Seller
shall give the Purchaser and the Trustee notice of
any such change and no later than five (5) days
after the effective date thereof, shall file such
financing statements or amendments as may be
necessary to continue the perfection of the
Purchaser's security interest in the Trust Property.

     Section 5.02.  Other Liens or Interests. 
Except for the conveyances hereunder and pursuant
to the Amended and Restated Master Trust
Agreement and each related Pooling and Servicing
Agreement, the Seller will not sell, pledge, assign
or transfer the Receivables to any other person, or
grant, create, incur, assume or suffer to exist any
Lien on any interest therein, and the Seller shall
defend the right, title, and interest of the Purchaser
in, to and under such Receivables against all claims
of third parties claiming through or under the
Seller; provided, however, that the Seller's
obligations under this Section 5.02 with respect to
any pool of Receivables sold on a Sale Date shall
terminate upon the termination of the related trust
to which the pool is conveyed.

     Section 5.03.  Chief Executive Office.  The
Seller shall give written notice to the Purchaser and
the Trustee at least 30 days prior to relocating its
chief executive office and shall make such filings
under the UCC as shall be necessary to maintain the
perfection of the security interest (as defined in the
UCC) in the Receivables granted in favor of the
Purchaser hereunder.

     Section 5.04.  Trustee as Named Insured;
Pledge of Proceeds.  The  Seller shall cause the
Trustee to be identified as the named insured under
the Risk Default Insurance Policy and as an
additional insured, as its interests may appear,
under the VSI Insurance Policy as of the Sale Date
with respect to each pool of Receivables sold
hereunder.  The Seller hereby agrees to assign to
the Trustee any interest it may have in any and all
proceeds with respect to a Receivable under the
terms of any of the foregoing insurance policies.

     Section 5.05.  Costs and Expenses.  The
Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as
against all third parties, of the sale to the Purchaser
of the Seller's right, title and interest in and to the
Receivables.

     Section 5.06.  No Waiver.  The Seller shall
not waive any default, breach, violation or event
permitting acceleration under the terms of any
Receivable.

     Section 5.07.  Location of Servicer Files. 
The Servicer Files, exclusive of the original titles to
the Financed Vehicles and exclusive of the originals
of the Receivables, shall be delivered to the location
listed in Exhibit B hereto.  The Custodian Files,
including the original titles (or other evidence of the
security interest in the Financed Vehicles) and the
originals of the Receivables shall be delivered to the
principal executive office of the Custodian.

     Section 5.08.  Sale of Receivables. 
Following each sale, the Seller will take no action
inconsistent with the Purchaser's ownership of the
Receivables.  If a third party, including a potential
purchaser of the Receivables, should inquire, the
Seller will promptly indicate that ownership of the
Receivables has been transferred to the Purchaser,
and by the Purchaser to the Trustee on behalf of
each related trust.

     Section 5.09.  The Seller's Records.  All of
the Seller's records shall describe each sale and
transfer of the Receivables from the Seller as an
absolute sale by the Seller to the Purchaser and
evidence the clear intention by the Seller to
effectuate an absolute sale and assignment of such
Receivables.  The financial statements and tax
returns of the Seller will also disclose that, under
generally accepted accounting principles, or for tax
purposes, respectively, the Seller transferred
ownership of the Receivables.

     Section 5.10.  Financial Statements.  The
Seller will furnish to the Purchaser and the Trustee,
(A) within 90 days after the end of its fiscal year,
an unaudited balance sheet as at the end of such
fiscal year and the related statements of income and
cash flow for such fiscal year, setting forth in
comparative form the figures as at the end of and
for the previous fiscal year and (B) within 45 days
after the end of each of the first three quarterly
accounting periods in each fiscal year, an unaudited
balance sheet of the Seller as at the end of such
quarterly period setting forth in each case in
comparative form the figures for the corresponding
periods of the previous fiscal year.

     Section 5.11.  Compliance with Laws, Etc. 
The Seller will comply in all material respects with
all applicable laws, rules, regulations, judgments,
decrees and orders (including those relating to the
Receivables and any other agreements related
thereto), where the failure so to comply,
individually or in the aggregate for all such failures,
would have a reasonable likelihood of having a
material adverse effect on the business or properties
of the Seller.

     Section 5.12.    Preservation of Existence. 
The Seller will preserve and maintain its existence,
rights, franchises and privileges in the jurisdiction
of its organization, and qualify and remain qualified
in good standing in each jurisdiction where the
failure to preserve and maintain such existence,
rights, franchises, privileges and qualifications
would have a reasonable likelihood of having a
material adverse effect on the business or properties
of the Seller.

     Section 5.13.  Keeping of Records and
Books of Account.  The Seller shall maintain and
implement administrative and operating procedures
(including, an ability to recreate records evidencing
its Receivables in the event of the destruction of the
originals thereof), and shall keep and maintain, or
cause to be kept or maintained, all documents,
books, records and  other information which, in the
reasonable determination of Purchaser and the
Trustee, are necessary or advisable in accordance
with prudent industry practice and custom for
transactions of this type for the collection of all
Receivables.  The Seller shall maintain or cause to
be maintained at all times accurate and complete
books, records and accounts relating to the
Receivables, which books and records shall be
marked to indicate the sales of all Receivables
hereunder.

     Section 5.14.  Separate Existence of
Purchaser.  The Seller hereby acknowledges that
the Trustee is entering into the transactions
contemplated by the Amended and Restated Master
Trust Agreement and each related Pooling and
Servicing Agreement in reliance upon Purchaser's
identity as a legal entity separate from the Seller
and Seller's other affiliates.  Seller will, and will
cause each other affiliate to, take all reasonable
steps to continue their respective identities as
separate legal entities and to make it apparent to
third Persons that each is an entity with assets and
liabilities distinct from those of Purchaser and that
Purchaser is not a division of the Seller or any
other Person.  Without limiting the foregoing, the
Seller will take no actions which would be
inconsistent with the covenants of the Purchaser set
forth in Section 8.07 of the Amended and Restated
Standard Terms.

                 ARTICLE VI

               INDEMNIFICATION

     Section 6.01.  Indemnification.  The Seller
shall indemnify the Purchaser and the Trustee for
any liability as a result of the failure of a
Receivable to be originated in compliance with all
requirements of law and for any breach of any of its
representations and warranties contained herein.  In
addition, the Seller shall indemnify the Trustee on
behalf of each trust, the Backup Servicer, the
Custodian and the Certificateholders to the extent of
the Purchaser's indemnity obligations under each
related Pooling and Servicing Agreement, which
provisions are incorporated herein by this reference
as if such provisions were fully set forth herein and
as if the "Seller" thereunder were the Seller
hereunder.  The Seller hereby acknowledges that
any of the Trustee, the Custodian or the Backup
Servicer may enforce the obligation of the Seller
under this Section 6.01.  These indemnity
obligations shall be in addition to any obligation
that the Seller may otherwise have.

                 ARTICLE VII

          MISCELLANEOUS PROVISIONS

     Section 7.01.  Obligations of the Seller. 
The obligations of the Seller under this Agreement
shall not be affected by reason of any invalidity,
illegality or irregularity of any Receivable.

     Section 7.02.  Repurchase or Substitution
Upon Breach or Certain Payment Defaults.  (a)
The Seller hereby covenants and agrees to deliver
to the Purchaser and the Trustee prompt written
notice of (i) the occurrence of a breach of any of
the representations and warranties of the Seller
contained or deemed to be contained in Section
3.01(b) hereof or in the Supplemental Conveyance
with respect to any Receivable or (ii) the failure of
the Seller to deliver original certificates of title or
other documents evidencing the security interest of
the Seller in the Financed Vehicle pursuant to
Section 4.01(c)(ii).  If (x) such breach shall not
have been cured by the thirtieth day following
discovery thereof or (y) the non-delivery shall not
have been cured by the seventh Business Day
following receipt by a responsible officer of the
Seller of notice by certified mail thereof, the Seller
shall be obligated to repurchase such Receivable
hereunder from the Purchaser at the Purchase
Amount on a date which shall be no later than the
fifth Business Day following the applicable cure
period.  The Seller shall be obligated to repurchase
the Receivable to which such breach or non-delivery
relates even if the Purchaser shall not have breached
its respective representations and warranties with
respect to such Receivable under the related Pooling
and Servicing Agreement and even if the Purchaser
fails to comply with any repurchase obligation it
may have under the related Pooling and Servicing
Agreement.  The Seller shall remit the Purchase
Amount to the Trustee on behalf of the Purchaser. 
For purposes of this Section, the Purchase Amount
of a Receivable which is not consistent with the
warranty pursuant to Section 3.01(b)(i)(E) shall
include such additional amount as shall be necessary
to provide the full amount of principal and interest
as contemplated therein.   

     (b) The foregoing notwithstanding, the Seller
shall also have the option of substituting, within the
five Business Day period following the applicable
cure period, a Receivable conforming to the
requirements hereof (a "Substitute Receivable") for
any breach or failing Receivable instead of
repurchasing such Receivable, provided any such
substitution occurs within ninety (90) days of the
related Sale Date.  It shall be a condition of any
such substitution that (i) the outstanding Principal
Balance of the Substitute Receivable as of the date
of substitution shall be less than or equal to the
outstanding Principal Balance of the replaced
Receivable as of the date of substitution; provided
that an amount equal to the difference, if any,
between the outstanding Principal Balance of the
replaced Receivable and the outstanding Principal
Balance of the Substitute Receivable shall be paid in
cash to Purchaser for deposit into the Collection
Account pursuant to the related Pooling and
Servicing Agreement; (ii) the remaining term to
maturity of the Substitute Receivable shall not be
greater than that of the replaced Receivable; (iii) the
Cutoff Date with respect to the Substitute
Receivable shall be deemed to be the first day of
the month of the substitution; (iv) the Substitute
Receivable otherwise satisfies the conditions of
Section 3.01(b) hereof and the applicable
Supplemental Conveyance (the Seller shall be
deemed to make all representations and warranties
contained in Section 3.01(b) and (c) hereof and the
applicable Supplemental Conveyance with respect to
the Substitute Receivable as of the date of
substitution); and (v) the Seller shall have delivered
to the Purchaser and the Trustee all of the
documents specified in Section 4.01(c) hereof with
respect to the Substitute Receivable on or before the
date of substitution. 

     (c) Except as provided in subsection (b)
above, the repurchase obligation of the Seller shall
constitute the sole remedy of the Certificateholders,
the Trustee or the Purchaser against the Seller for
its breach hereunder; provided, that the Seller
hereby acknowledges that any of the Purchaser, the
Certificateholders or the Trustee may enforce the
Seller's obligation to repurchase or substitute for
nonconforming Receivables pursuant to this Section
7.02.  

     Section 7.03.  Purchaser's Assignment of
Nonconforming Receivables.  With respect to all
Receivables repurchased or substituted for by the
Seller pursuant to this Agreement, the Purchaser
shall assign, without recourse, representation or
warranty, to the Seller all the Purchaser's right,
title and interest in and to such Receivables, and all
security and documents relating thereto.

     Section 7.04.  Amendment.  This Agreement
may be amended from time to time by a written
amendment duly executed and delivered by the
Seller and the Purchaser; provided however, that
for so long as any Certificates are outstanding
pursuant to the related Pooling and Servicing
Agreements, no amendment shall be effective
without the prior written consent of the holders of
at least 51% of each Class of each series of
Certificates outstanding.

     Section 7.05.  Waivers.  No failure or delay
on the part of the Purchaser in exercising any
power, right or remedy under this Agreement or
any Supplemental Conveyance shall operate as a
waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy
preclude any other or further exercise thereof or the
exercise of any other power, right or remedy.

     Section 7.06.  Notices.  All communications
and notices pursuant hereto to any party shall be in
writing or by telegraph or telex and addressed or
delivered to it at its address (or in case of telex, at
its telex number at such address) shown in the
preamble of this Agreement or at such other address
as may be designated by it by notice to the other
party and, if mailed or sent by telegraph or telex,
shall be deemed given when mailed, communicated
to the telegraph office or transmitted by telex.

<PAGE>
     Section 7.07.  Costs and Expenses.  The
Seller will pay all expenses, including reasonable
fees and expenses of counsel, incident to the
performance of its obligations under this Agreement
and the Seller agrees to pay all reasonable
out-of-pocket costs and expenses in connection with
the enforcement of any obligation of the Seller
hereunder.

     Section 7.08.  Acknowledgement
Concerning Insurance Proceeds.  The Seller hereby
acknowledges and agrees for the benefit of the
Purchaser, the Trustee and the Certificateholders
that any checks representing Risk Default Insurance
Proceeds or proceeds from claims on any Insurance
Policies in respect of the Receivables that at any
time may be made payable to the Seller will be so
made payable for reasons of administrative and
claims processing convenience only and that,
notwithstanding that such checks may be made so
payable, the Seller shall have no right, title or
interest in such proceeds. 

     Section 7.09.  Limited Recourse to
Purchaser.  The Seller agrees that the obligations of
the Purchaser hereunder are payable solely from the
Purchaser's interests in the Trust Property and that
the Seller may not look to any other property or
assets of the Purchaser in respect of such
obligations. 

     Section 7.10.  Headings and
Cross-References.  The various headings in this
Agreement are included for convenience only and
shall not affect the meaning or interpretation of any
provision of this Agreement.  References in this
Agreement to Section names or numbers are to such
Sections of this Agreement.

     Section 7.11.  Governing Law.  This
Agreement and the Assignment shall be governed
by and construed in accordance with the laws of the
State of New York, including Section 5-1401 of the
General Obligations Law, but otherwise without
regard or reference to principles of conflicts of laws
of such state.

     Section 7.12.  Counterparts.  This
Agreement may be executed in any number of
counterparts, each of which shall be an original, but
all of which together shall constitute one and the
same instrument.<PAGE>
     IN WITNESS WHEREOF, the parties
hereby have caused this Amended and Restated
Master Purchase Agreement to be executed by their
respective officers thereunto duly authorized as of
the date and year first above written.

AEGIS AUTO FINANCE, INC., as Seller



By                                              
President


AEGIS AUTO FUNDING CORP. IV, a Delaware
corporation, as Purchaser


By                                             
President
<PAGE>
                  EXHIBIT A

           SUPPLEMENTAL CONVEYANCE


     For value received in accordance with the
Amended and Restated Master Purchase Agreement
dated as of May 1, 1997, (the "Purchase
Agreement"), by and between the undersigned (the
"Seller"), and Aegis Auto Funding Corp. IV, a
Delaware corporation (the "Purchaser"), the
undersigned does hereby sell, assign, transfer and
otherwise convey unto the Purchaser, without
recourse, (i) all right, title and interest of the
undersigned in and to the Receivables identified on
the Schedule of Receivables attached as Schedule I
hereto, all monies constituting Excess Interest
Collections thereon and all other moneys received
thereon on and after  ____________________  (the
"Cutoff Date"); (ii) the interest of the Seller in the
security interests of the Seller in the Financed
Vehicles granted by the Obligors pursuant to the
Receivables; (iii) the interest of the Seller in any
Risk Default Insurance Proceeds and any proceeds
from claims on any Insurance Policies (including
the VSI Insurance Policy) covering the Receivables,
the Financed Vehicles or Obligors from the Cutoff
Date; (iv) the right of the Seller to realize upon any
property (including the right to receive future
Liquidation Proceeds) that shall have secured a
Receivable and have been repossessed by or on
behalf of the Purchaser; (v) the interest of the Seller
in any Dealer Recourse; and (vi) the proceeds of
any and all of the foregoing.  The foregoing sale
does not constitute and is not intended to result in
any assumption by the Purchaser of any obligation
of the undersigned to the Obligors, insurers or any
other person in connection with the Receivables,
Custodian Files, Servicer Files, any insurance
policies or any agreement or instrument relating to
any of them.

     This Supplemental Conveyance is executed
and delivered pursuant to the Purchase Agreement. 
The representations, warranties and agreements on
the part of the undersigned contained in the
Purchase Agreement are hereby confirmed.

     The undersigned hereby affirms that it has
made, constituted and appointed, and by these
presents does make, constitute and appoint Norwest
Bank Minnesota, National Association, a national
banking association, as trustee of the Aegis Auto
Receivables Trust _____ ("Trustee"), having its
principal place of business at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-
0070, and its successors or assigns in such capacity,
Seller's true and lawful attorney-in-fact for and in
Seller's name, place and stead to act:

     FIRST:  To execute and/or endorse any loan
agreement, promissory note, security agreement,
financing statement, certificate of title or other
document, instrument, or agreement, or any
amendment, modification or supplement of any of
the foregoing and perform any act and covenant in
any way which Seller itself could do (to the fullest
extent that the Seller is permitted by law to act
through an agent), which is necessary or
appropriate to modify, amend, renew, extend,
release, terminate and/or extinguish (i) any and all
liens and security interests (the "Collateral") granted
to or created in favor of Seller in and to or
affecting any of the Receivables described on
Schedule I annexed hereto and by this reference
made a part hereof, or (ii) any indebtedness secured
by any such lien or security interest or any right or
obligation of the obligor of such indebtedness or
Seller, in each case upon such terms and conditions
deemed, in the sole discretion of said
attorney-in-fact, necessary or appropriate in
connection with such modification, amendment,
renewal, extension, release, termination and/or
extinguishment.

     SECOND:  To agree and to contract with
any person, in any manner and upon terms and
conditions deemed, in the sole discretion of said
attorney-in-fact, necessary or appropriate for the
accomplishment of any such modification,
amendment, renewal, extension, release,
termination and/or extinguishment of any such lien,
security interest, indebtedness, right or obligation
referred to above with respect to the Receivables or
the Collateral; to perform, rescind, reform, release
or modify any such agreement or contract or any
similar agreement or contract made by or on behalf
of the principal; to execute, acknowledge, seal and
deliver any contract, agreement, certificate of title
or other document, agreement or instrument
creating, evidencing, securing or secured by any
such lien, security interest, indebtedness, right or
obligation; and to take all such other actions and
steps, pay or receive such moneys and to execute,
acknowledge, seal and deliver all such other
certificates, documents and agreements as said
attorney-in-fact may deem necessary or appropriate
to consummate any such modification, amendment,
renewal, extension, release, termination and/or
extinguishment of any such security interest, lien,
indebtedness, right or obligation, or in furtherance
of any of the transactions contemplated by the
foregoing.

     THIRD:  With full and unqualified authority
to delegate any or all of the foregoing powers to
any person or persons whom said attorney-in-fact
shall select.

     FOURTH:  This power of attorney shall not
be affected by the subsequent disability or
incompetence of the principal.

     FIFTH:  This power of attorney shall be
irrevocable and coupled with an interest.

     SIXTH:  To induce any third party to act
hereunder, Seller hereby agrees that any third party
receiving a duly executed copy or facsimile of this
instrument may act hereunder, and that any notice
of revocation or termination hereof or other
revocation or termination hereof by operation of
law shall be ineffective as to such third party.

     Capitalized terms used herein and not
otherwise defined shall have the meaning assigned
to them in the Purchase Agreement.

<PAGE>
     IN WITNESS WHEREOF, the undersigned
has caused this Supplemental Conveyance to be duly
executed as of
__________________________________.


AEGIS AUTO FINANCE INC.

By                                                     
Name:
Title:<PAGE>
                 SCHEDULE I

           SCHEDULE OF RECEIVABLES

<PAGE>
                  EXHIBIT B


         LOCATION OF SERVICER FILES



System and Services Technology, Inc.
4315 Pickett Road
St. Joseph, MO  64503

American Lenders Facilities, Inc.
2600 Michaelson Drive
Suite 470
Irvine, CA  92715