GUARANTY

            Dated April 30, 1997

                    From

   THE AEGIS CONSUMER FUNDING GROUP, INC.

                as Guarantor

                 in favor of

           THE TRUSTEE REFERRED TO
     IN THE INDENTURE REFERRED TO HEREIN


<PAGE>
                                 GUARANTY

          GUARANTY dated April 30, 1997
made by The Aegis Consumer Funding Group, Inc., a
Delaware corporation (the "Guarantor"), in favor of the
Trustee (as defined in the Indenture referred to below).

                           PRELIMINARY STATEMENT

          The Trustee is a party to an Indenture
dated as of April 30, 1997 (said Indenture, as it may
hereafter be amended, supplemented or otherwise
modified from time to time, being the "Indenture," the
terms defined therein and not otherwise defined herein
being used herein as therein defined) with Aegis Auto
Finance, Inc., a Delaware corporation (the "Borrower"). 
It is a condition precedent to the purchase of Securities
under the Indenture that the Guarantor shall have
executed and delivered this Guaranty.

          NOW, THEREFORE, in consideration
of the premises and in order to induce the purchase of
Securities under the Indenture, the Guarantor hereby
agrees as follows:

          Section 1.  Guaranty.  The Guarantor
hereby unconditionally and irrevocably guarantees the
punctual payment when due, whether at stated maturity,
by acceleration or otherwise, of all obligations of the
Borrower now or hereafter existing under the Indenture,
whether for principal, interest, fees, expenses or
otherwise (such obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses
(including counsel fees and expenses) incurred by the
Trustee in enforcing any rights under this Guaranty. 
Without limiting the generality of the foregoing, the
Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would
be owed by the Borrower to the Trustee or any other
Person under the Indenture but for the fact that they are
unenforceable or not allowable due to the existence of
a bankruptcy, reorganization or similar proceeding
involving the Borrower.

          Section 2.  Guaranty Absolute.  The
Guarantor guarantees that the Guaranteed Obligations
will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Trustee with
respect thereto.  The obligations of the Guarantor under
this Guaranty are independent of the Guaranteed
Obligations or any other obligations of any other party
under the Indenture, and a separate action or actions
may be brought and prosecuted against the Guarantor
to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or any other
party or whether the Borrower or any other party is
joined in any such action or actions.  The liability of
the Guarantor under this Guaranty shall be irrevocable,
absolute and unconditional irrespective of, and the
Guarantor hereby irrevocably waives any defenses it
may now or hereafter have in any way relating to, any
or all of the following:

               (a)  any lack of validity or
          enforceability of the Indenture or any
          agreement or instrument relating
          thereto;

               (b)  any change in the time,
          manner or place of payment of, or in
          any other term of, all or any of the
          Guaranteed Obligations, or any other
          amendment or waiver of or any consent
          to departure from the Indenture,
          including, without limitation, any
          increase in the Guaranteed Obligations
          resulting from the extension of
          additional credit to the Borrower or any
          of its Subsidiaries or otherwise;

               (c)  any taking, exchange,
          release or non-perfection of any
          Collateral, or any taking, release or
          amendment or waiver of or consent to
          departure from any other guaranty, for
          all or any of the Guaranteed
          Obligations;

               (d)  any manner of
          application of Collateral, or proceeds
          thereof, to all or any of the Guaranteed
          Obligations, or any manner of sale or
          other disposition of any Collateral for
          all or any of the Guaranteed
          Obligations under the Indenture or any
          other assets of the Borrower or any of
          its Subsidiaries;

               (e)  any change,
          restructuring or termination of the
          corporate structure or existence of the
          Borrower or any of its Subsidiaries; or

               (f)  any other circumstance
          (including, without limitation, any
          statute of limitations) or any existence
          of or reliance on any representation by
          the Trustee that might otherwise
          constitute a defense available to, or a
          discharge of, the Borrower, the
          Guarantor or any other guarantor or
          surety.

This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any
payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by the Trustee
or any other Person upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as
though such payment had not been made.

          Section 3.  Waivers and
Acknowledgments.  (a)  The Guarantor hereby waives
promptness, diligence, notice of acceptance and any
other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that
the Trustee protect, secure, perfect or insure any lien or
any property subject thereto or exhaust any right or
take any action against the Borrower or any other
Person or any Collateral.

          (b)  The Guarantor hereby waives
any right to revoke this Guaranty, and acknowledges
that this Guaranty is continuing in nature and applies to
all Guaranteed Obligations, whether existing now or in
the future.

          (c)  The Guarantor acknowledges
that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated
by the Indenture and that the waivers set forth in this
Section 3 are knowingly made in contemplation of such
benefits.

          Section 4.  Subrogation.  The Guarantor
will not exercise any rights that it may now or
hereafter acquire against the Borrower that arise from
the existence, payment, performance or enforcement of
the Guarantor's Obligations under this Guaranty,
including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or
indemnification and any right to participate in any
claim or remedy of the Trustee against the Borrower or
any Collateral, whether or not such claim, remedy or
right arises in equity or under contract, statute or
common law, including, without limitation, the right to
take or receive from the Borrower directly or indirectly,
in cash or other property or by set-off or in any other
manner, payment or security on account of such claim,
remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this
Guaranty shall have been paid in full in accordance
with the terms of the Indenture.  If any amount shall
be paid to the Guarantor in violation of the preceding
sentence at any time prior to the payment in full of the
Guaranteed Obligations and all other amounts payable
under this Guaranty, such amount shall be held in trust
for the benefit of the Trustee and shall forthwith be
paid to the Trustee to be credited and applied to the
Guaranteed Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Indenture, or to be
held as Collateral for any Guaranteed Obligations or
other amounts payable under this Guaranty thereafter
arising.  If (i) the Guarantor shall make payment to the
Trustee of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and
all other amounts payable under this Guaranty shall be
paid in full and (iii) the Maturity date shall have
occurred, the Trustee will, at the Guarantor's request
and expense, execute and deliver to the Guarantor
appropriate documents, without recourse and without
representation or warranty, necessary to evidence the
transfer by subrogation to the Guarantor of an interest
in the Guaranteed Obligations resulting from such
payment by the Guarantor.

          Section 5.  Representations and
Warranties.  The Guarantor hereby represents and
warrants as follows:

               (a)  The Guarantor (i) is a
          corporation duly organized, validly
          existing and in good standing under the
          laws of the jurisdiction of its
          incorporation, (ii) is duly qualified and
          in good standing as a foreign
          corporation in each other jurisdiction in
          which it owns or leases property or in
          which the conduct of its business
          requires it to so qualify or be licensed
          except where the failure to so qualify
          or be licensed would not have a
          material adverse effect on the business
          or properties, taken as a whole, or the
          condition, financial or otherwise, of the
          Guarantor (a "Material Adverse
          Effect"), and (iii) has all requisite
          corporate power and authority to own
          or lease and operate its properties and
          to carry on its business as now
          conducted and as proposed to be
          conducted.

               (b)  The execution, delivery
          and performance by the Guarantor of
          this Guaranty are within the Guarantor's
          corporate powers, have been duly
          authorized by all necessary corporate
          action, and do not (i) contravene the
          Guarantor's charter or bylaws,
          (ii) violate any law (including, without
          limitation, the Securities Exchange Act
          of 1934 and the Racketeer Influenced
          and Corrupt Organizations Chapter of
          the Organized Crime Control Act of
          1970), rule, regulation (including,
          without limitation, Regulations G, T, U
          and X of the Board of Governors of
          the Federal Reserve System), order,
          writ, judgment, injunction, decree,
          determination or award, (iii) conflict
          with or result in the breach of, or
          constitute a default under, any loan
          agreement, contract, indenture,
          mortgage, deed of trust, lease or other
          instrument binding on or affecting the
          Guarantor, any of its Subsidiaries or
          any of its or their properties, the effect
          of which conflict, breach or default is
          reasonably likely to have a Material
          Adverse Effect, or (iv) except for the
          Liens created under the Indenture, result
          in or require the creation or imposition
          of any Lien upon or with respect to
          any of the properties of the Guarantor
          or any of its Subsidiaries.  The
          Guarantor is not in violation of any
          such law, rule, regulation, order, writ,
          judgment, injunction, decree,
          determination or award, or in breach of
          any such contract, loan agreement,
          indenture, mortgage, deed of trust, lease
          or other instrument, the violation or
          breach of which would be reasonably
          likely to have a Material Adverse
          Effect.

               (c)  No authorization or
          approval or other action by, and no
          notice to or filing with, any
          governmental authority or regulatory
          body or any other third party is
          required for (i) the due execution,
          delivery, recordation, filing or
          performance by the Guarantor of this
          Guaranty, and (ii) the exercise by the
          Trustee of its rights under this
          Guaranty.

               (d)  This Guaranty has been
          duly executed and delivered by the
          Guarantor.  This Guaranty is the legal,
          valid and binding obligation of the
          Guarantor, enforceable against the
          Guarantor in accordance with its terms
          except as enforceability may be limited
          by bankruptcy, insolvency,
          reorganization, moratorium or other
          laws relating to or limiting creditors'
          rights or by equitable principles
          generally.

               (e)  There are no conditions
          precedent to the effectiveness of this
          Guaranty that have not been satisfied or
          waived.

               (f)  The Guarantor has,
          independently and without reliance upon
          the Trustee, and based on such
          documents and information as it has
          deemed appropriate, made its own
          credit analysis and decision to enter
          into this Guaranty.

          Section 6.  Amendments, Etc.  No
amendment or waiver of any provision of this Guaranty
and no consent to any departure by the Guarantor
therefrom shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for
which given.

          Section 7.  Notices, Etc.  All notices
and other communications provided for hereunder shall
be in writing (including telegraphic, telecopy or telex
communication) and mailed, telegraphed, telecopied,
telexed or delivered by overnight courier of nationally
recognized standing to it, if to the Guarantor, addressed
to 525 Washington Blvd., 29th Floor, Jersey City, New
Jersey 07310 Attn: Gary D. Peiffer, General Counsel,
if to the Trustee, at its address specified in the
Indenture, or as to any party, at such other address as
shall be designated by such party in a written notice to
each other party complying as to delivery with the
terms of this Section 7.  All such notices and other
communications shall, when mailed, telecopied,
telegraphed, telexed or sent by courier, be effective
when deposited in the mails, delivered to the telegraph
company, transmitted by telecopier, confirmed by telex
answerback or delivered to the overnight courier,
respectively, addressed as aforesaid.

          Section 8.  No Waiver; Remedies.  No
failure on the part of the Trustee to exercise, and no
delay in exercising, any right hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise
of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

          Section 9.  Right of Set-off.  Upon
(a) the occurrence and during the continuance of any
Event of Default and (b) the making of the request or
the granting of the consent specified by Section 5.02 of
the Indenture to authorize the Trustee to declare the
Securities due and payable pursuant to the provisions of
said Section 5.02, the Trustee is hereby authorized at
any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all
deposits (general or special, time or demand,
provisional or final) at any time held and other
indebtedness at any time owing by the Trustee to or for
the credit or the account of the Guarantor against any
and all of the Guaranteed Obligations of the Guarantor
now or hereafter existing under this Guaranty, whether
or not such Trustee shall have made any demand under
this Guaranty and although such Guaranteed Obligations
may be unmatured.  The Trustee agrees promptly to
notify the Guarantor after any such set-off and
application; provided, however, that the failure to give
such notice shall not affect the validity of such set-off
and application.  The rights of the Trustee under this
Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off)
that the Trustee may have.

          Section 10.  Indemnification.  Without
limitation on any other Guaranteed Obligations of the
Guarantor or remedies of the Trustee under this
Guaranty, the Guarantor shall, to the fullest extent
permitted by law, indemnify, defend and save and hold
harmless the Trustee from and against, and shall pay on
demand, any and all losses, liabilities, damages, costs,
expenses and charges (including the fees and
disbursements of the Trustee's legal counsel) suffered
or incurred by the Trustee as a result of any failure of
any Guaranteed Obligations to be the legal, valid and
binding obligations of the Borrower enforceable against
the Borrower in accordance with their terms.

          Section 11.  Continuing Guaranty;
Assignments under the Indenture.  This Guaranty is a
continuing guaranty and shall (a) remain in full force
and effect until the later of the payment in full of the
Guaranteed Obligations and all other amounts payable
under this Guaranty and the Maturity date, (b) be
binding upon the Guarantor, its successors and assigns,
and (c) inure to the benefit of and be enforceable by
the Trustee and its successors, transferees and assigns.

          Section 12.  Governing Law;
Jurisdiction.  This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of
New York.

          Section 13.  Subordination.   The
Guarantor expressly covenants and agrees, and the
Trustee acknowledges, that the indebtedness guaranteed
hereby and the liabilities of the Guarantor hereunder are
expressly made subordinate and subject in prior right of
payment to the prior right of payment of Senior
Indebtedness to the extent and manner set forth in
Article Twelve of the Indenture.
<PAGE>
          IN WITNESS WHEREOF, the
Guarantor has caused this Guaranty to be duly executed
and delivered by its officer thereunto duly authorized as
of the date first above written.

THE AEGIS CONSUMER FUNDING GROUP, INC.


By:                                                                        
Name:
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