EXECUTION COPY

                  AMENDMENT
                     to
         LOAN AND SECURITY AGREEMENT
         Dated as of March 14, 1997

          THIS AMENDMENT
("Amendment") dated as of May 21, 1997 is
entered into among AEGIS AUTO FINANCE,
INC., a Delaware corporation ("AAF") and III
FINANCE LTD., a Cayman Islands company
("Lender").

          Reference is hereby made to that
certain Loan and Security Agreement (the
"Original Loan Agreement") among the parties
hereto dated as of March 14, 1997, as amended by
that certain Assignment and Amendment
Agreement, dated as of April 30, 1997 (the
"Assignment Amendment") pursuant to which III
Global Ltd. assigned its rights and obligations
under the Original Loan Agreement to the Lender. 
The Original Loan Agreement and the Assignment
Amendment, as the same may be further amended,
restated, supplemented or otherwise modified from
time to time is hereinafter referred to as the "Loan
Agreement."  Capitalized terms used herein and
not defined herein shall have the meanings
ascribed to such terms in the Loan Agreement. 
AAF and the Lender have agreed to amend the
Loan Agreement as hereinafter set forth.

          SECTION 1.  Amendments to the
Loan Agreement.  The Loan Agreement is,
effective the date hereof and subject to the
satisfaction of the conditions precedent set forth in
Section 3 hereof, hereby amended as follows:

          1.1  The Definition of "Maximum
     Loan Amount" set forth in Section 1.1 of
     the Loan Agreement is hereby amended to
     delete the dollar number of "$50,000,000"
     which appears therein and to substitute
     therefor the dollar number of
     "$75,000,000".

          SECTION 2.  Conditions Precedent. 
This Amendment shall become effective upon
receipt by the Lender of (i) counterpart signature
pages of this Amendment, executed by the Lender
and AAF, (ii) the executed reaffirmation of
guaranty attached hereto and (iii) an amended and
restated promissory note substantially in the form
of Exhibit A hereto.

          SECTION 3.  Covenants,
Representations and Warranties of the Borrowers.

          3.1  Upon the effectiveness of this
Amendment, AAF hereby reaffirms all covenants,
representations and warranties made by it in the
Loan Agreement to the extent the same are not
amended hereby and agrees that all such
covenants, representations and warranties shall be
deemed to have been re-made as of the effective
date of this Amendment.

          3.2  AAF hereby represents and
warrants that this Amendment constitutes its legal,
valid and binding obligation, enforceable against
AAF in accordance with its terms.

          SECTION 4.  Reference to and
Effect on the Loan Agreement.

          4.1  Upon the effectiveness of this
Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import shall
mean and be a reference to the Loan Agreement,
as amended hereby, and each reference to the
Loan Agreement in any other document,
instrument or agreement executed and/or delivered
in connection with the Loan Agreement shall
mean and be a reference to the Loan Agreement
as amended hereby.

          4.2  Except as specifically amended
above, the Loan Agreement and all other
Financing Agreements executed and/or delivered
in connection therewith shall remain in full force
and effect and are hereby ratified and confirmed.

          4.3  The execution, delivery and
effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of the
Lender under the Loan Agreement or any other
Financing Agreement executed in connection
therewith, nor constitute a waiver of any provision
contained therein, except as specifically set forth
herein.

          SECTION 5.  Execution in
Counterparts.  This Amendment may be executed
in any number of counterparts and by different
parties hereto in separate counterparts, each of
which when so executed and delivered shall be
deemed to be an original and all of which taken
together shall constitute but one and the same
instrument.

          SECTION 6.  Governing Law. 
This Amendment shall be governed by and
construed in accordance with the laws of the State
of New York.

          SECTION 7.  Headings.  Section
headings in this Amendment are included herein
for convenience of reference only and shall not
constitute a part of this Amendment for any other
purpose.

          IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be
executed by their respective officers thereunto
duly authorized as of the date first above written.

                              III
FINANCE LTD.

                              By      
                                        
                                
Name:
                                
Title:

                              
AEGIS AUTO FINANCE, INC.
     
By                                           
                              
        Name:
                                
Title:



       ACKNOWLEDGMENT TO AMENDMENT to
         LOAN AND SECURITY AGREEMENT

          The Aegis Consumer Funding
Group hereby consents to the agreements of the
Lender and AAF contained in the foregoing
Amendment to Loan and Security Agreement, and
reaffirms all of its obligations under the Guaranty
executed by it in connection with the Loan
Agreement, which Guaranty shall remain in full
force and effect, before and after giving effect to
the amendments described hereinabove, and such
Guaranty is hereby ratified and confirmed



THE AEGIS CONSUMER FUNDING                       
GROUP, INC.

By      
                   
                                
Name:
                                
Title:



                    <PAGE>
                              
                    


     AMENDED AND RESTATED NOTE

U.S. $75,000,000.00                
          May 21, 1997


          FOR VALUE RECEIVED, AEGIS
AUTO FINANCE, INC., a Delaware corporation
(the "Borrower") does hereby promise to pay to III
FINANCE LTD, a Cayman Islands company (the
"Lender"), the principal amount of
U.S.$75,000,000 (SEVENTY FIVE MILLION
AND NO/100 DOLLARS) or, if less, the unpaid
principal amount of the Loans made by the Lender
to the Borrower under that certain Loan and
Security Agreement dated as of March 19, 1997
among the Borrower and the Lender (as amended,
restated, supplemented or otherwise modified from
time to time, the "Loan Agreement"), on the
Termination Date, and to pay interest on the
unpaid principal balance hereof at the rates and at
the times set forth in the Loan Agreement. 
Capitalized terms used herein without definition
are used as defined in the Loan Agreement.

          Interest shall be calculated on the
basis of a 360-day year for the actual number of
days elapsed.  Upon the occurrence and during the
continuance of an Event of Default, the interest
rate shall be increased by two percent (2.00%) per
annum above the rate of interest otherwise
applicable.  In no event shall the interest payable
hereunder exceed the Maximum Rate.

          This Note is referred to in, is issued
pursuant to, and is entitled to the benefits of, the
Loan Agreement, to which reference is hereby
made for a more complete statement of the terms
and conditions under which the Loans evidenced
hereby are made and are to be repaid.

          This Note is a registered obligation
(as more particularly described in Section 8.8 of
the Loan Agreement), and it is the intent of the
parties to the Loan Agreement that the Loans be
maintained in "registered form" within the
meaning of Section 163(f), 871(h)(2) and 
81(c)(2) of the Internal Revenue Code.

          Upon and after the occurrence of an
Event of Default, this Note may, as provided in
the Loan Agreement, without demand, notice or
legal process of any kind, be declared, and
immediately shall become, due and payable.  The
Loan Agreement also contains 



provisions for optional and mandatory
prepayments on account of the principal hereof
prior to maturity upon the terms and conditions
specified therein.

          All Payments of principal of and
interest on this Note shall be made to the Lender
at such account as the Lender shall 
in writing direct the Borrower, in immediately
available funds and in currency of the United
States of America which at the time 
of payment shall be legal tender for the payment
of public and private debts.

          The Borrower promises to pay all
costs and expenses, including reasonable attorney's
fees and disbursements incurred in the collection
and enforcement of this Note or any appeal of a
judgement rendered thereon, all in accordance
with the provisions of the Loan Agreement.  The
Borrower hereby waives diligence, presentment,
protest, demand and notice of every kind except as
required pursuant to the Loan Agreement and to
the full extent permitted by law the right to plead
any statute of limitations as a defense to any
demands hereunder.

          This Note is secured by all
Collateral securing the Obligations pursuant to the
Loan Agreement and the other Financing
Agreements.


          THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


                              
AEGIS AUTO FINANCE, INC.



By                                  
Name:
                                
Title:



I:\DINA\SECREPOR\10_10511.WPD   September 17, 1997 (11:42am)