_________________________________________




         AMENDED AND RESTATED MASTER
SERVICING AGREEMENT
           Dated as of May 1, 1997


                    Among
          AEGIS AUTO FINANCE, INC.,
                  Servicer


      NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
     in its capacity as Backup Servicer
                      
                     and

      NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
         in its capacity as Trustee
                      

                 Relating to
       Aegis Auto Receivables Trusts 




 _________________________________________
                      <PAGE>
              TABLE OF CONTENTS
     
                                      Page
                    I.

RECITAL..............................1

                     II.

DEFINITIONS......................... 2

                    III.

           SERVICING RELATIONSHIP

A.   NATURE AND SCOPE OF
        RELATIONSHIP................. 2
B.   GENERAL CONDITIONS............3


                     IV.

       ADMINISTRATION AND SERVICING OF
RECEIVABLES

A.   DUTIES OF SERVICER............ 7
B.   MAINTENANCE OF RECORDS........ 8
     C.   MAINTENANCE OF SECURITY
        INTEREST...................... 8
     D.   COLLECTION OF RECEIVABLE
        PAYMENTS...................... 8
E.   PHYSICAL DAMAGE INSURANCE......9
F.   COVENANTS OF THE TRUSTEE AND
        SERVICER; NOTICES............. 9
G.   PURCHASE OF RECEIVABLES UPON
        BREACH.....................   11
H.   SERVICING FEE..............   11
I.   MONTHLY SERVICING
        CERTIFICATES...............   11
J.   ANNUAL STATEMENT AS TO
        COMPLIANCE; ACCOUNTANTS'
     SERVICING REPORT..............12
K.   ACCESS TO CERTAIN
        DOCUMENTATION AND INFORMATION
     REGARDING RECEIVABLES.........12
L.   RESPONSIBILITY FOR INSURANCE
        POLICIES; PROCESSING OF CLAIMS
        UNDER INSURANCE POLICIES; DAILY
        RECORDS AND REPORTS...........13
M.   ENFORCEMENT...................14
N.   PAYMENT IN FULL ON
        RECEIVABLE....................15
O.   SUBSTITUTION OF COLLATERAL....15
P.   FIDELITY BOND AND ERRORS AND
        OMISSIONS INSURANCE...........16
 
                     V.

       REPRESENTATIONS AND WARRANTIES

A.   REPRESENTATIONS AND
        WARRANTIES OF SERVICER........16
B.   REPRESENTATIONS AND
        WARRANTIES OF BACKUP
        SERVICER......................17
C.   SURVIVAL OF REPRESENTATIONS
        AND WARRANTIES................18
               
                     VI.

EVENTS OF SERVICING DEFAULT...........18


                    VII.

REMEDIES............................. 20

                    VIII.

RESPONSIBILITY AND AUTHORITY OF
SERVICER..............................20

                     IX.

COLLECTIONS; LOCK-BOX ACCOUNT AND
RELATED BANK ACCOUNTS.................21

                     X.

            DOCUMENTS AND RECORDS
                                             
A.   SERVICING DOCUMENTS AND
        RECORDS.......................22
     B.   REPORTS AND CREDIT AGENCIES...22

                     XI.

INDEMNIFICATION.......................22

                    XII.

TERM AND TERMINATION..................23

                    XIII.     

ARBITRATION AND ATTORNEYS'FEES.......23

                    XIV.

WAIVERS...............................24

                     XV.

NOTICES...............................25

                    XVI.

ASSIGNABILITY........................ 25

                    XVII.

FURTHER ASSURANCES....................26

                   XVIII.

COUNTERPARTS......................... 26

                    XIX.

ENTIRE AGREEMENT;
AMENDMENTS............................26

                     XX.

INSPECTION............................26

                    XXI.

LIMIT ON TRUSTEE'S PAYMENT
OBLIGATIONS...........................26

                    XXII.

SERVICER NOT TO RESIGN..............  27

                   XXIII.

MERGER OR CONSOLIDATION OF, OR
ASSUMPTION OF THE OBLIGATIONS OF, OR
RESIGNATION OF SERVICER...............27

                    XXIV.
GOVERNING LAW.........................28

SCHEDULE  A  SUMMARY OF SERVICES   A1

I.   SERVICES                   A1
     A. CONTRACT SERVICES  COLLECTIONS  A1
     B. CONTRACT SERVICES  CUSTOMER
   SERVICE                         A2

II. A. SPECIAL COLLECTION ACTIVITIES  A4
1. Repossession and Sale              A4
2. Credit Enhancement Claims Filing   A4
3. Deficiency                         A5
4. Bankruptcies                       A6
5. Disability                         A6
6. Allotments                         A7
7. Skips                              A7

III. FEE SCHEDULE                  A7
A.   GENERAL SERVICING             A7
B.   EXPENSE REIMBURSEMENT         A8
C.   DEFICIENCY SERVICING          A8

SCHEDULE B  SERVICER MONTHLY
ACTIVITY REPORT                       B1

SCHEDULE C REQUEST FOR RELEASE OF
DOCUMENTS                             C1

SCHEDULE D RELEASE AND
ASSIGNMENT                            D1
                      

         AMENDED AND RESTATED MASTER
SERVICING AGREEMENT

     This AMENDED AND RESTATED
MASTER SERVICING AGREEMENT is entered
into as of May 1, 1997 (this "Servicing
Agreement")  among AEGIS AUTO FINANCE,
INC., a Delaware corporation, as servicer
(hereinafter referred to as "Servicer" and, in its
separate capacity as the originator of the
Receivables described herein, the "Originator"),
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association, in
its capacity as backup servicer (hereinafter referred
to as "Backup Servicer") and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, in its
capacity as trustee (hereinafter referred to as
"Trustee") under that certain Amended and Restated
Master Trust Agreement dated as of May 1, 1997
(the "Amended and Restated Master Trust
Agreement"), between Aegis Auto Funding Corp.
IV, a Delaware corporation, as Seller, and Norwest
Bank Minnesota, National Association as Trustee
for the holders from time to time of the Automobile
Receivable Pass-Through Certificates to be issued
by the Trusts created pursuant to the Amended and
Restated Master Trust Agreement.

I.   RECITALS

          WHEREAS, Servicer provides
portfolio management services, including collection
assistance, loan administration and financial
reporting to financial institutions in connection with
motor vehicle retail installment sales contracts, and

          WHEREAS, Norwest Bank
Minnesota, National Association, in its capacity as
Trustee, is or will become the holder of those
motor vehicle retail installment sales contracts
referred to in Exhibit A to various Pooling and
Servicing Agreements executed and delivered by the
Seller and the Trustee from time to time pursuant to
the Amended and Restated Master Trust Agreement
(as such Exhibits are amended or deemed amended
pursuant to the related Pooling and Servicing
Agreements on any Funding Date, hereinafter
referred to as "Receivables") which Receivables
were originated by the Originator, subsequently sold
to the Seller pursuant to an Amended and Restated
Master Purchase Agreement dated as of May 1,
1997 (the "Purchase Agreement") between the
Originator and the Seller and subsequently deposited
by the Seller with the Trustee pursuant to the terms
of the related Pooling and Servicing Agreements,
and

          WHEREAS, pursuant to the Pooling
and Servicing Agreements, the Back-up Servicer
and the Trustee, on behalf of each trust created
under the Pooling and Servicing Agreements,
desires to avail itself of the services provided by
Servicer, and

          WHEREAS, the parties hereto have
heretofore entered into that certain Master Servicing
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 as follows:


     Let this be the terms and conditions of this
     Servicing Agreement:

II.  DEFINITIONS

     Capitalized terms not otherwise defined
     herein shall have the meanings ascribed
     thereto in the Amended and Restated Master
     Trust Agreement or in the Amended and
     Restated Standard Terms referred to therein. 
     Whenever used in this Servicing Agreement,
     the following terms shall have the following
     meanings.

     
     Credit Agency. A recognized agency to
     which Servicer reports delinquencies,
     repossessions and redemptions.

     Independent Public Accountants.  Means any
     of (a) Arthur Andersen & Co., (b) Deloitte
     & Touche, LLP, (c) Coopers & Lybrand,
     (d) Ernst & Young LLP, (e) KPMG Peat
     Marwick and (f) Price Waterhouse, or such
     other nationally recognized firm of
     independent accountants as shall be
     acceptable to the parties hereto and the
     Rating Agencies; provided, that such firm is
     independent with respect to the Servicer
     within the meaning of the Securities Act of
     1933, as amended.

     Loan Documents.  Has the meaning set forth
     in paragraph III.B.9.

     
III. SERVICING RELATIONSHIP

     A. NATURE AND SCOPE OF
     RELATIONSHIP

          The Servicer hereby agrees to service
and administer the Receivables for each Trust
established pursuant to the Amended and Restated
Master Trust Agreement and a related Pooling and
Servicing Agreement and render those services
described in this Servicing Agreement and in the
attached Schedule A. In performing its duties under
this Servicing Agreement, the Servicer shall have
full power and authority to do or cause to be done
any and all things in connection with such servicing
and administration which it may deem necessary or
desirable, within the terms of the related Pooling
and Servicing Agreements and this Servicing
Agreement.  Servicer acknowledges receiving a
copy of the Pooling and Servicing Agreement dated
as of March 1, 1997 relating to the creation of the
Aegis Auto Receivables Trust 1997-1, the Pooling
and Servicing Agreement dated as of April 1, 1997,
relating to the creation of the Aegis Auto
Receivables Trust 1997-2 and the Pooling and
Servicing Agreement dated as of May 1, 1997,
relating to the creation of the Aegis Auto
Receivables Trust 1997-3, and agrees to promptly
acknowledge receipt of copies of each Pooling and
Servicing Agreement relating to a trust created after
the date hereof.  Servicer shall report in writing
solely to such officers or other employees of the
Backup Servicer and the Trustee as the Trustee and
the Backup Servicer may designate from time to
time in writing.

          Nothing in this Servicing Agreement
shall be construed as establishing an agency, an
employment or a partnership or joint venture
between the Backup Servicer, Trustee, any third
party contract purchaser and Servicer.

          Furthermore, Backup Servicer shall
not use or permit the use of Servicer's name or the
names of any of Servicer's affiliates in any
advertising or promotional materials prepared by
Backup Servicer or on Backup Servicer's behalf
without the prior written consent of Servicer.

          Compensation payable to the Servicer
under this Servicing Agreement shall be payable by
the Trustee solely from the Trust Property in
accordance with the terms of the related Pooling
and Servicing Agreements, and except as provided
in the Pooling and Servicing Agreements, none of
the Trusts, the Trustee or the Certificateholders will
have any liability to the Servicer with respect
thereto.  In accordance with Section 4.04 of the 
Standard Terms, such compensation shall be paid to
the Servicer and/or one or more subservicers as the
Servicer may from time to time direct in writing to
the Trustee.

          In the event the Backup Servicer shall
for any reason no longer be acting as such
(including by reason of resignation or an Event of
Backup Servicing Default as specified in Section
4.02 or 10.01, respectively, of the Standard
Terms), the successor Backup Servicer shall
thereupon assume all of the rights and obligations of
the outgoing Backup Servicer under this Servicing
Agreement; provided, however that the successor
Backup Servicer shall not be liable for any acts,
omissions or obligations of the outgoing Backup
Servicer prior to such succession or for any breach
by the outgoing Backup Servicer of any of its
representations and warranties contained in this
Servicing Agreement or in any related document or
agreement and the outgoing Backup Servicer shall
not be relieved of any liability or obligation
hereunder to the extent such obligation or liability
arose prior to the assumption by the successor
Backup Servicer of the obligations of the Backup
Servicer hereunder.  

     B. GENERAL CONDITIONS

          1.   Servicer agrees to provide the
services hereunder during the term hereof. 
Servicer, Backup Servicer and Trustee each
represent and warrant that it is duly authorized to
enter into the arrangements contemplated hereby
with respect to the Receivables.

          2.   Servicer may make such
communications with third parties and the ultimate
Obligor as are necessary and proper to perform the
services provided for hereunder.

          3.   The Servicer hereby agrees to
act for each Trust as custodian of all the documents
or instruments delivered to the Servicer with respect
to each Receivable of such Trust, and any and all
other documents that Servicer receives, creates,
generates, or otherwise possesses which relate to a
Receivable, an Obligor or a Financed Vehicle,
provided, however, that the Custodian Files,
including the original of the motor vehicle
installment sale contract and the original certificate
of title or such documents evidencing the security
interest of the related trust in the Financed Vehicle
or efforts made by the Trustee or its assignor to
perfect such security interest shall be held by the
Custodian, which shall be the Trustee.  The
Servicer shall maintain in its files for each Trust,
separate and segregated from the files of each other
Trust, copies, computer records or originals of each
of the following documents with respect to each
related Receivable and the Financed Vehicle related
thereto:

          (i)   application of the Obligor
         for credit;

         (ii)   a copy (but not the original)
         of the retail installment sale contract
         and any amendments thereto;
         provided, however, that the Servicer
         shall deliver any original amendments
         to the retail installment sale contract
         to the Trustee immediately following
         execution thereof;

           (iii)    a copy (but not the original)
         of a certificate of title with a lien
         notation or an application therefor;
         and

         (iv)   such other documents as the
         Servicer may reasonably request in
         order to accomplish its duties under
         this Servicing Agreement.

     Items (i), (ii), (iii) and  (iv) shall be referred
to collectively as the "Servicer Files."

         4.   Upon receipt of the
documentation indicated in Paragraph III.B.3,
Servicer shall establish a physical file for each
Receivable, which shall contain the Servicer Files,
as well as copies of all reports developed by or
information received by Servicer with respect to the
Receivable, including insurance certificates and
reports of collection activities. 

         In its capacity as custodian of such
files, Servicer shall hold the Servicer Files and all
related files and documents on behalf of the related
trust, and maintain such accurate and complete
accounts, records, and computer systems pertaining
to the Receivables using reasonable care and that
degree of skill and attention with respect to the
Receivables and the files and documents as is
customary with other companies in the industry that
service motor vehicle installment sales contracts for
themselves as well as for others.

         The Servicer shall keep satisfactory
books and records pertaining to each Receivable and
shall make periodic reports in accordance with this
Servicing Agreement.  Such records may not be
destroyed or otherwise disposed of except as
provided herein and as allowed by applicable laws,
regulations or decrees; provided, that, such records
may be released to the Seller if the related
Receivable is paid in full, the related Financed
Vehicle is repossessed, the Receivable has been
either repurchased or replaced pursuant to the
Purchase Agreement with a Substitute Receivable
(as defined therein) or the Receivable otherwise is
no longer being serviced by the Servicer pursuant to
this Servicing Agreement.  All documents, whether
developed or originated by the Servicer or not,
reasonably required to document or to properly
administer any Receivable shall remain at all times
the property of the related trust.  The Servicer shall
not acquire any property rights with respect to such
records, and shall not have the right to possession
of them except as subject to the conditions stated in
this Servicing Agreement.  The Servicer shall bear
the entire cost of restoration in the event any Loan
Documents (as defined below) shall become
damaged, lost or destroyed.

         5.    Servicer shall make available
to the Backup Servicer, the Trustee and the related
Certificateholders, or their duly authorized
representatives, attorneys, or auditors, the Servicer
Files and any related accounts, records, and
computer systems maintained by the Servicer, at
such times as the Backup Servicer, the Trustee or
any Certificateholder shall reasonably instruct, but
without disrupting Servicer's operations.  Without
otherwise limiting the scope of the examination, the
Backup Servicer, the Trustee or any
Certificateholder may, upon at least two (2)
Business Days' prior notice and at its own expense,
using generally accepted audit procedures, verify
the status of each Receivable and review the Loan
Documents and records relating thereto for
conformity to monthly reports prepared pursuant to
paragraph IV.I. and compliance with the standards
represented to exist as to each Receivable in this
Servicing Agreement.  Nothing herein shall require
the Trustee or any Certificateholder to conduct any
inspection pursuant to this Section.

         6.    Within five (5) Business Days
following the last day of each Collection Period, the
Servicer shall forward to the Backup Servicer, via
electronic transfer in a format mutually acceptable
to the Servicer and the Backup Servicer, its
computerized records reflecting, for each Trust, (i)
all collections received during such Collection
Period with respect to the Receivables and (ii)
information as of the last day of each Collection
Period regarding repossessed Financed Vehicles and
sales of repossessed Financed Vehicles.  Within
three (3) Business Days of receipt of the foregoing
information, the Backup Servicer shall input such
information onto its computer system such that such
information is immediately available to the Backup
Servicer.  The Backup Servicer shall then review
such information within five (5) Business Days of
its input onto the Backup Servicer's computer
system and compare it to the information reported
by the Servicer in its Monthly Servicing Certificates
delivered to the Backup Servicer and Trustee with
respect to each Trust in the form of Schedule B (the
"Monthly Servicing Certificates").  Any
discrepancies shall then be immediately reported to
the Servicer, who shall have ten (10) Business Days
from receipt of notice of discrepancies to correct all
such discrepancies.  Any discrepancies which
cannot be corrected in such time period shall be
reported by the Servicer to the Trustee, and the
related Certificateholders.

         7.    On Monday of each week
beginning March 21, 1997, the Servicer shall
forward to the Backup Servicer, via electronic
transfer in form mutually acceptable to the Servicer
and the Backup Servicer, its computerized records
reflecting, for each Trust, (i) all collections
received during the preceding calendar week with
respect to the Receivables and (ii) a listing of all
Receivables with the date through which payments
have been made by the Obligor.

         8.    Other than the duties
specifically set forth in this Servicing Agreement,
the Backup Servicer shall have no obligation
hereunder.  The Backup Servicer shall have no
liability for any action taken or omitted by the
Servicer.  The duties and obligations of the Backup
Servicer shall be determined solely by the express
provisions of this Servicing Agreement and the
Pooling and Servicing Agreements and no implied
covenants or obligations shall be read into this
Servicing Agreement against the Backup Servicer.


         9.    Unless otherwise specified
herein, the Servicer shall maintain physical
possession, or computerized records, of good and
legible copies of the Servicer Files received by it;
such other instruments or documents that modify or
supplement the terms or conditions of any of the
foregoing; and, all other instruments, documents,
correspondence and memoranda generated by or
coming into the possession of the Servicer
(including, but not limited to, insurance premium
receipts, ledger sheets, payment records, insurance
claim files, correspondence and current and
historical computerized data files) that are required
to document or service any Receivable. 
Collectively, all of the documents described in this
paragraph III.B.9 with respect to a Receivable are
referred to as "Loan Documents."  The Servicer
shall hold all Loan Documents in trust for the
benefit of the related Certificateholders and the
related Trust; all Loan Documents shall remain the
property of such Trust.  The Servicer shall respond
to all third party inquiries concerning ownership of
the Receivables by indicating that the Receivables
have been assigned to the applicable Trust.  

         10.   The Servicer may employ or
otherwise utilize subservicers and enter into
subservicing agreements in carrying out its duties
and obligations under this Servicing Agreement,
provided that the subservicers and the terms of any
such subservicing agreement shall have been
approved by the Majority Certificateholders for
each Trust affected thereby, and provided that,
except as provided herein, the duties of such
subservicer shall be limited by the terms and
conditions of this Servicing Agreement.  The
Servicer is expressly authorized to enter into
subservicing agreements with American Lenders
Facilities, Inc. ("ALFI") and Systems and Services
Technology, Inc. ("SST"), the forms of which
agreements are annexed hereto as Exhibits A and B,
respectively.  Notwithstanding any provision hereof
to the contrary, but subject to the proviso to this
sentence, ALFI and SST shall service the
Receivables in accordance with the provisions of
their respective subservicing agreements and, in the
event of a conflict between any such subservicing
agreement and this Servicing Agreement, the
subservicing agreement shall control the duties and
obligations of SST and ALFI; provided, however,
that, for the purpose of preserving the separate
status of each Trust as a grantor trust for federal
income tax purposes, each subservicer shall comply
with the provisions of paragraphs IV.B, F, M.4,
M.5 and O, VI, IX, and A.3.c and A.3.e of
Schedule A, each of which provisions shall be
deemed to be incorporated into the related
subservicing agreement; provided, further, that
neither ALFI nor SST nor any other Servicer or
subservicer shall have any authority to perform  any
act which, if consummated, would cause the Trust
to fail to be treated as a trust for federal income tax
purposes.  Any subservicing agreement entered into
by the Servicer shall provide that the Majority
Certificateholders of each Trust affected thereby
shall have the right to direct the Servicer to
terminate such subservicing arrangement with
respect to such Trust if (a) the Majority
Certificateholders of such Trust reasonably
determine that the subservicer is failing to perform
its obligations thereunder and (b) such failure
materially reduces the amount recovered on
defaulted loans.  The Servicer agrees to promptly
terminate a subcontracting arrangement with respect
to any Trust if directed to do so by the Majority
Certificateholders of such Trust.  
IV.  ADMINISTRATION AND SERVICING OF
     RECEIVABLES

     A.  DUTIES OF SERVICER
                                             
         The Servicer shall service and
administer the Receivables in compliance with all
applicable Federal and State laws and regulations
governing the Servicer and the Receivables, and
shall act prudently and in accordance with
customary and usual servicing procedures for other
institutional servicers and applicable law, and, to
the extent not inconsistent with the foregoing, shall
exercise that degree of skill and care it uses for
servicing assets held for its own account.

         The Servicer's duties shall include
collection and posting of all payments, responding
to inquiries by Obligors or by Federal, State, or
local governmental authorities on the Receivables,
investigating delinquencies, sending payment books
or monthly statements to Obligors, responding to
inquiries by Obligors with respect to the
Receivables and furnishing Monthly Servicing
Certificates to the Trustee with respect to
distributions and any additional information
reasonably requested by the Trustee to enable the
Trustee to make distributions and produce reports
required under the related Pooling and Servicing
Agreements.

         Without limiting the generality of the
foregoing, the Servicer shall be authorized and
empowered to execute and deliver any and all
instruments of satisfaction or cancellation, and all
other comparable instruments, with respect to the
Receivables or the Financed Vehicles.

         If the Servicer shall commence a legal
proceeding to enforce a Receivable, the Trustee,
acting on behalf of the related Trust, shall
thereupon be deemed to have automatically assigned
such Receivable to the Servicer which assignment
shall be solely for the purpose of collection. The
Trustee, acting on behalf of the related Trust, shall
furnish the Servicer with any powers of attorney
and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and
administrative duties hereunder.


     B.  MAINTENANCE OF RECORDS

         The Servicer shall maintain accounts
and records as to each Receivable accurately and in
sufficient detail to permit: (i) the reader thereof to
know at any time the status of such Receivable,
including payments and recoveries made and
payments owing (and the nature of each) and which
Trust owns such Receivable; (ii) reconciliation
between payments or recoveries on (or with respect
to) each Receivable and the amounts from time to
time owing in respect of such Receivable.

         To the extent that such records are
maintained on a computer system, the Servicer shall
also maintain such computer system so that the
Servicer's master computer records (including
archives) that shall refer to each Receivable indicate
that such Receivable is owned by the related Trust.

         Such accounts and records shall be
kept only for as long as Servicer is servicing the
Receivables for the related Trust.

         At all times during the term hereof,
for so long as Aegis Auto Finance, Inc. is acting as
Servicer, the Servicer shall keep available at its
office located at 525 Washington Boulevard, Jersey
City, New Jersey  07310 (or such other location as
to which it shall give written notice to the Trustee
and each applicable Certificateholder), for
inspection by Certificateholders a copy of the list of
Receivables for each Trust, and shall mail a copy of
the applicable list to a Certificateholder upon
written request.

     C.  MAINTENANCE OF SECURITY
     INTEREST

         The Servicer shall cooperate with the
Seller in taking such steps as are necessary to
maintain perfection of the security interest created
by each Receivable in the respective Financed
Vehicle. The Trustee, on behalf of each Trust,
hereby authorizes and the Servicer hereby agrees to
take such steps as are necessary to re-perfect such
security interest on behalf of such Trust in the event
such re-perfection is necessary or advisable for any
reason.  The title to each Financed Vehicle relating
to a Receivable included in each Trust initially shall
bear a notation of a lien in the name of the
Originator.

     D.  COLLECTION OF RECEIVABLE
     PAYMENTS

         The Servicer shall use its best efforts
to collect all payments called for under the terms
and provisions of the Receivables as and when the
same shall become due.

         In addition, the Servicer, on behalf of
the related Trust, shall use its best efforts to
repossess or otherwise recover the Financed Vehicle
securing any Receivable as to which the Servicer
shall have determined, after consultation with Seller
if Servicer so requests, that eventual payment in full
is unlikely and such repossession or recovery is
permitted under the terms of the Receivable and any
applicable law.  The Servicer shall be entitled to
recover all reasonable out-of-pocket expenses
incurred by it in the course of repossessing and
liquidating the Financed Vehicle into cash proceeds.

           Subject to the provisions of
paragraph IV.A. above, the Servicer shall follow
such customary and usual practices and procedures
as it shall deem necessary or advisable in its
servicing of automotive receivables, which may
include selling the Financed Vehicle at public or
private sale in accordance with applicable state law. 
The foregoing shall be subject to the provision that,
in any case in which the Financed Vehicle shall
have suffered damage, the Servicer shall not expend
funds in connection with the repair or the
repossession of such Financed Vehicle unless the
Servicer shall determine in its discretion that such
repair and/or repossession will increase the
Liquidation Proceeds or Insurance Proceeds by an
amount greater than the amount of such expenses.

     E.  PHYSICAL DAMAGE INSURANCE

         1.    The Servicer, in accordance
with its customary servicing procedures, shall use
its best efforts to ensure that each Obligor maintains
physical damage insurance covering the Financed
Vehicle throughout the lesser of the term of the
related Trust or the Receivable.  

         2.    In the event of any physical
loss or damage to a Financed Vehicle from any
cause, whether through accidental means or
otherwise, the Servicer shall have no obligation to
cause the affected Financed Vehicle to be restored
or repaired.  However, the Servicer shall comply
with the provisions of any insurance policy or
policies directly or indirectly related to any physical
loss or damage to a Financed Vehicle.

         3.    The Servicer will administer
the filings of claims under the VSI Insurance Policy
and the Risk Default Insurance Policies as provided
under paragraph IV.L. hereof.

     F.  COVENANTS OF THE TRUSTEE
AND SERVICER; NOTICES

         1.    The Servicer shall (1) prior to
a default with respect to a Receivable, not release
any Financed Vehicle securing any Receivable from
the security interest granted by such Receivable in
whole or in part except in the event of payment in
full by the Obligor thereunder or upon transfer of
the Financed Vehicle to a successor purchaser
following repossession by the Servicer, (2) not
impair the rights of the Certificateholders or the
Trustee in the Receivables, (3) not increase the
number of Scheduled Payments due under a
Receivable except as permitted in paragraph I.A.3.e
of Schedule A, (4) prior to the termination of the
related Trust, not sell, pledge, assign, or transfer to
any other Person, or grant, create, incur, assume,
or suffer to exist any Lien on any Receivable
transferred to such Trust or any interest therein,
except for assignment to the Risk Default Insurer
upon its request after the Risk Default Insurer has
paid a claim in full, (5) immediately notify the
Trustee of the existence of any material Lien on any
Receivable, (6) defend the right, title, and interest
of the related Trust in, to and under the Receivables
transferred to such Trust, against all claims of third
parties claiming through or under the Servicer,
(7) deposit into the Lock-Box Account all payments
received by the Servicer with respect to the
Receivables in accordance with this Servicing
Agreement and the related Pooling and Servicing
Agreement, (8) comply in all respects with the
terms and conditions of this Servicing Agreement
relating to the obligation of Seller to repurchase
Receivables from a Trust pursuant to the related
Pooling and Servicing Agreement, or the obligation
of the Originator to repurchase Receivables from
the Seller pursuant to the Purchase Agreement, (9)
promptly notify the Trustee of the occurrence of
any Event of Servicing Default, and any breach by
the Backup Servicer of any of its covenants or
representations and warranties contained herein,
(10) with the cooperation of the Seller, make any
filings, reports, notices, or applications and seek
any consents or authorizations from any and all
government agencies, tribunals, or authorities in
accordance with the UCC and any state vehicle
license or registration authority on behalf of the
related Trust as may be necessary or advisable or
reasonably requested by the Majority
Certificateholders to create, maintain, and protect a
first-priority security interest of such Trustee in, to,
and on the Financed Vehicles and a first-priority
security interest of the related Trust in, to, and on
the Receivables transferred to it and (11) take all
reasonable action necessary to maximize the returns
pursuant to the Risk Default Insurance Policies and
the VSI Insurance Policy.

         2.    The Trustee shall promptly
notify the Servicer of any actual knowledge on its
part (i) of any abandonment of any Financed
Vehicle by an Obligor, (ii) of any material change
in the condition or value of any Financed Vehicle,
(iii) of any waste committed with respect to any
Financed Vehicle; (iv) of any failure on the part of
an Obligor to keep the Financed Vehicle insured or
in good condition and repair, (v) of any permanent
or substantial injury to a Financed Vehicle caused
by unreasonable use, abuse or neglect or (vi) of any
other matter which would adversely affect or result
in diminution of the value of any Financed Vehicle.

         3.    The Servicer will promptly
advise the Trustee of any inquiry received from an
Obligor which contemplates the consent of the
Trustee.  Inquiries contemplating consent of the
Trustee shall include, but not be limited to,
inquiries about settlement of any unasserted claim
or defense, or compromise of any amount an
Obligor owes or any other matters the Servicer
should reasonably understand are not within the
Servicer's authority under this Servicing
Agreement.

         4.    Notwithstanding any other
provision of this Servicing Agreement, the Trustee
and the Backup Servicer (except if and when the
Backup Servicer is acting as the Servicer hereunder)
shall be under no duty or obligation to investigate
or inquire into the status of any Obligor or
Financed Vehicle and "actual knowledge" referred
to in subparagraphs 2 and 3 of this paragraph IV.F.
shall be limited to actual knowledge of a Trustee
Officer.

     G.  PURCHASE OF RECEIVABLES
UPON BREACH  

         The Servicer shall inform the Trustee,
the Backup Servicer and each affected
Certificateholder promptly, in writing, upon the
discovery of any breach pursuant to Section 3.01 of
the Standard Terms or Article VI of a Pooling and
Servicing Agreement.  The Servicer has no duty to
investigate or determine the existence of any breach
except as specified herein.  Unless the breach shall
have been cured within the time periods specified in
Section 3.02 of the Standard Terms, the Trustee
shall use all reasonable efforts to cause the Seller to
repurchase or replace the affected Receivables in
accordance with Section 3.02 of the Standard
Terms, and enforce the repurchase or substitution
obligations of the Originator under Section 7.02 of
the Purchase Agreement.  In consideration of the
purchase of such Receivable, the Trustee shall use
all reasonable efforts to cause the Seller or the
Originator to remit the Purchase Amount or the
substitute Receivable to the Trustee for deposit to
the applicable Trust.  The Trustee's rights with
respect to this paragraph IV.G. shall not subject the
Trustee to any duty or obligation upon a breach by
the Seller or the Originator of its representations,
warranties or covenants as set forth above, other
than to take action as described herein and as may
be directed by the applicable Certificateholders in
accordance with and subject to the condition and
limitation set forth in the related Pooling and
Servicing Agreement.

     H.  SERVICING FEE  

         The Servicer shall be paid a monthly
servicing fee ("Servicing Fee") with respect to each
Receivable serviced under this Servicing Agreement
during a Collection Period in accordance with
paragraph III of Schedule A hereto.  The Servicing
Fee shall be due on the succeeding Distribution
Date, provided that a portion thereof may accrue
and payment of such portion may be deferred in
accordance with such paragraph III of Schedule A
hereto.  In the event this Servicing Agreement is
terminated on a date other than the last day of a
Collection Period, then the Servicing Fee for such
period shall be determined on a pro rata basis.  In
the event that the Backup Servicer assumes the
responsibilities and obligations of the Servicer under
this Servicing Agreement, the Backup Servicer shall
be entitled to receive its normal and customary fee
for such services with respect to comparable quality
Receivables, not to exceed those set forth in the Fee
Schedule set forth in paragraph III of Schedule A
attached hereto.  

     I.        MONTHLY SERVICING
CERTIFICATES  

         The Servicer shall deliver to the
Trustee (which shall deliver a copy to each
applicable Certificateholder) and the Seller, on each
Determination Date, a Monthly Servicing Certificate
with respect to each Trust, substantially in the form
of Schedule B hereto containing all information
necessary for the Trustee to calculate and make the
distributions with respect to each Trust pursuant to
Section 5.06 of the Standard Terms and the related
Pooling and Servicing Agreements.

     J.  ANNUAL STATEMENT AS TO
         COMPLIANCE; ACCOUNTANTS'
         SERVICING REPORT

         1.    The Servicer shall deliver to
the Backup Servicer, the Trustee and each
Certificateholder, on or before September 30 of
each year, an Officer's Certificate, dated effective
as of the end of the Servicer's fiscal year, beginning
with the fiscal year ended June 30, 1997, stating
that (i) a review of the activities of the Servicer
during the preceding 12-month period and of its
performance under this Servicing Agreement has
been made under such officer's supervision and (ii)
based on such review, the Servicer has materially
fulfilled all its obligations under this Servicing
Agreement throughout such fiscal year, or, if there
has been a default in the fulfillment of any such
obligation, specifying each such default known to
such officer and the nature and status thereof.  A
copy of such certificate may be obtained by any
Certificateholder by a request in writing to the
Servicer from any such Certificateholder.

         2.    Unless required more
frequently by the Majority Certificateholders of
every Trust, within 90 days after the end of each
fiscal year of the Servicer, commencing June 30,
1997, the Servicer shall cause a firm of Independent
Public Accountants to furnish a statement to the
Trustee and each Certificateholder to the effect that
such firm has examined certain documents and
records relating to the servicing of the Receivables
and the reporting requirements with respect thereto
as set forth in this Servicing Agreement, and that,
on the basis of such examination, such servicing
and reporting requirements have been conducted in
compliance with this Servicing Agreement, except
for (i) such exceptions as such firm shall believe to
be immaterial and (ii) such other exceptions as shall
be set forth in such statement.

         3.    The Servicer shall deliver to
the Trustee, the Backup Servicer and each
Certificateholder, promptly after having obtained
actual knowledge thereof, but in no event later than
five (5) Business Days thereafter, written notice in
an Officer's Certificate of the Servicer of any event
which with the giving of notice or lapse of time, or
both, would become an Event of Back-up Servicing
Default under Section 10.01 of the Standard Terms
or an Event of Servicing Default under paragraph
VI hereof.

     K.  ACCESS TO CERTAIN
         DOCUMENTATION AND
         INFORMATION REGARDING
         RECEIVABLES  

         The Trustee and the Servicer shall,
upon written request, each provide to or cause the
related Certificateholders to have access to its
Custodian Files or Servicer Files, as the case may
be, relating to the Receivables.  Access shall be
afforded without charge, but only upon reasonable
request and during the normal business hours at the
offices of the Trustee or the Servicer, as the case
may be.  Nothing in this Section shall affect the
obligation of the Trustee or the Servicer to observe
any applicable law prohibiting disclosure of
information regarding the Obligors, and the failure
of the Trustee or the Servicer to provide access to
information as a result of such obligation shall not
constitute a breach of this paragraph IV.K.

     L.  RESPONSIBILITY FOR
         INSURANCE POLICIES;
         PROCESSING OF CLAIMS UNDER
         INSURANCE POLICIES; DAILY
         RECORDS AND REPORTS

         1.    The Servicer, on behalf of
each Trust, will administer and enforce all rights
and responsibilities of the holder of the Receivables
provided for in the Insurance Policies relating to the
Receivables.  The Servicer, on behalf of each
Trust, shall verify that an endorsement listing each
Receivable has been issued with respect to each
Receivable under the applicable Risk Default
Insurance Policy, that each Receivable is listed by
the VSI Insurer as covered under the VSI Insurance
Policy, and that the Risk Default Insurance Policies
name the Trustee as the insured and the VSI
Insurance Policy names the Trustee as an additional
insured.

         2.    The Servicer will administer
the filings of claims under the VSI Insurance Policy
and Risk Default Insurance Policies by filing the
appropriate notices related to claims as well as
claims with the respective carriers or their
authorized agents, all in accordance with the terms
of the VSI Insurance Policy and Risk Default
Insurance Policies.  The Servicer shall file all such
claims regardless of whether a Receivable may have
become a Purchased Receivable or a Liquidated
Receivable.  The Servicer shall file such claims on
a timely basis after obtaining knowledge of the
events giving rise to such claims, subject to the
servicing standard set forth in paragraph IV.A.
hereof.  The Servicer will utilize such notices,
claim forms and claim procedures as are required
by the respective insurance carriers.  The Servicer
shall notify the Trustee and Seller of (i) any such
claims actually denied under the applicable Risk
Default Insurance Policy or VSI Insurance Policy
and (ii) those claims which would have been denied
under such Risk Default Insurance Policy or VSI
Insurance Policy had the Receivable(s) not been
repurchased from the related Trust, and in both
cases, the reasons for such denials.  The Servicer
shall cause all Insurance Proceeds to be deposited to
the Lock-Box Account within two (2) Business
Days of receipt thereof.

         The Servicer shall not be required to
pay any premiums or, other than administering the
filing of claims and performing reporting
requirements specified in the VSI Insurance Policy
and Risk Default Insurance Policies in connection
with filing such claims, perform any obligations of
any named insured under the foregoing VSI
Insurance Policies and Risk Default Insurance
Policies, and shall not be required to institute any
litigation or proceeding or otherwise enforce the
obligations of any insurer thereunder. 
Notwithstanding any provision to the contrary in a
Pooling and Servicing Agreement, the Servicer shall
not be responsible to any Certificateholder or the
Seller (i) for any act or omission to act done in
order to comply with the requirements or satisfy
any provisions of the VSI Insurance Policy or any
Risk Default Insurance Policy or (ii) for any act or
omission to act, absent willful misconduct or gross
negligence, done or omitted in compliance with this
Servicing Agreement.  In the case of any
inconsistency between this Servicing Agreement and
the terms of any VSI Insurance Policy or Risk
Default Insurance Policy, the Servicer shall comply
with the latter.

         3.    Notwithstanding any other
provision in this Servicing Agreement to the
contrary, the Trustee and the Backup Servicer,
unless it is acting as Servicer, shall not be under
any obligation to administer the Receivables as
required by the VSI Insurance Policy and/or the
Risk Default Insurance Policies.

     M.  ENFORCEMENT

         1.  The Servicer will, consistent with
the standard of care required by paragraph IV.A.
hereof, act with respect to the Receivables and the
Insurance Policies in such manner as will, in the
reasonable judgment of the Servicer, maximize the
amount to be received by the Trust with respect
thereto.

         2.  The Servicer may and shall, at the
direction of the Trustee, sue to enforce or collect
upon the Receivables and the Insurance Policies
(including unpaid claims), with the prior approval
of the Trustee, in the name of and as agent for the
related Trust.  If the Servicer commences a legal
proceeding to enforce a Receivable or an Insurance
Policy, the act of commencement shall be deemed
to be an automatic assignment of the Receivable and
the related rights under the Insurance Policies by
the Trustee to the Servicer for purposes of
collection only.  If, however, in any enforcement
suit or legal proceeding it is held that the Servicer
may not enforce a Receivable or an Insurance
Policy on the grounds that it is not a real party in
interest or a holder entitled to enforce the
Receivable or the Insurance Policy, the Trustee, on
behalf of the applicable Trust, shall, at the
Servicer's request, take such steps as the Servicer
deems reasonably necessary to enforce the
Receivable or the Insurance Policy, including
bringing suit in its name or the names of the related
Certificateholders.  The Servicer shall be entitled to
reimbursement for reasonable out-of-pocket
expenses incurred in connection with enforcement
or collection activities with respect to the
Receivables pursuant to this paragraph IV.M.2.

         3.  The Servicer shall exercise any
rights of recourse against third persons that exist
with respect to any Receivable in accordance with
the Servicer's usual practice and the standard of
care required by paragraph IV.A hereof.  In
exercising such recourse rights, the Servicer is
hereby authorized on the Trustee's behalf to
reassign the Receivable and to deliver the certificate
of title to the Financed Vehicle to the person against
whom recourse exists at the price set forth in the
document creating the recourse.

         4.    The Servicer may not permit
any rescission or cancellation of any Receivable nor
may it take any action with respect to any
Receivable or Insurance Policy which would
materially impair the rights or interest of the related
Trust or the Certificateholders therein or in the
proceeds thereof.

         5.  Except as otherwise provided in
paragraph I.A.3 of Schedule A hereto, the Servicer
may not increase or reduce the amount of any
Scheduled Payments, change any Receivable, APR,
extend the maturity date of or rework any
Receivable, modify or change any Obligor with
respect to any Receivable or modify any other
material term of a Receivable.

     N.  PAYMENT IN FULL ON
RECEIVABLE

         Upon payment in full on any
Receivable, the Servicer shall notify the Custodian
pursuant to Section 3.03 of the Amended and
Restated Standard Terms of the related Pooling and
Servicing Agreement, prior to the next succeeding
Distribution Date, by a certificate of a Servicing
Officer substantially in the form of Schedule C
hereto and request for release of the related
Custodian File (which certificate shall include a
statement to the effect that all amounts received in
connection with such payment in full which are
required to be deposited in the Collection Account
or the Lock-Box Account pursuant to Section 5.02
of the Amended and Restated Standard Terms of the
related Pooling and Servicing Agreement have been
so deposited).  Upon receipt of such request, the
Custodian shall promptly release or cause to be
released such Receivable and the related Custodian
File by executing a release and assignment in the
form of Schedule D hereto, which shall be without
recourse to the Trustee.  The Custodian shall be
authorized, upon receipt of a request for release
from the Servicer in the form of Schedule C hereto,
to execute an instrument in satisfaction of such
Receivable and to take such other actions and
execute such other documents as the Servicer deems
necessary to discharge the Obligor thereunder and
eliminate the security interest in the Financed
Vehicle related thereto.  Upon request of a
Servicing Officer, the Trustee shall perform such
other acts as reasonably requested by the Servicer
and otherwise cooperate with the Servicer in
enforcement of the Certificateholders' rights and
remedies with respect to the Receivables.

     O.  SUBSTITUTION OF COLLATERAL 


         In the event a Financed Vehicle
sustains significant physical damage such that the
insurance company carrying the physical damage
insurance covering such Financed Vehicle
determines that the Financed Vehicle is not
repairable, the Servicer or the Seller may permit the
Obligor to pledge a vehicle of equal or greater
market value than that of the Financed Vehicle
immediately prior to sustaining the physical
damage, provided, that any such substitution shall
not be made if to do so would void coverage of the
related Receivable under the VSI Insurance Policy
or the related Risk Default Insurance Policy, and
provided further that the value of Financed Vehicles
(prior to sustaining the physical damage) for which
substitutions may be made with respect to any Trust
shall not exceed in the aggregate ten percent (10%)
of the Original Pool Balance of such Trust.  The
second vehicle shall be substituted as the collateral
("Substituted Financed Vehicle") for the Receivable
and the terms of the Receivable shall not be
amended or modified except to reflect the
substituted collateral.  The Servicer shall, within 90
days of the purchase of the Substituted Financed
Vehicle, cause the certificate of title for the
Substituted Financed Vehicle to be delivered to the
Trustee as Custodian pursuant to Section 3.03 of the
Standard Terms; provided, however, that if the
certificate of title is not delivered to the Trustee
within such 90-day period, the Seller shall be
deemed to be in breach of its representations and
warranties in the Pooling and Servicing Agreement. 
In accordance with Section 3.03 of the Amended
and Restated Standard Terms, the Servicer shall
make appropriate notation in its records of the
substitution of the collateral.


     P.  FIDELITY BOND AND ERRORS
AND OMISSIONS INSURANCE

         The Servicer shall maintain, at its own
expense, (i) an errors and omissions insurance
policy and (ii) a blanket fidelity bond (but only to
the extent any subservicer appointed by the Servicer
to perform collection activities and related services
pursuant to paragraph III.B.10 hereof does not
maintain a blanket fidelity bond with respect to such
servicing functions to be performed hereunder;
provided if the Servicer does participate in
performing any such functions, it shall maintain a
blanket fidelity bond), in each case with broad
coverage with responsible companies on all officers,
employees or other persons acting on behalf of the
Servicer in any capacity with regard to the
Receivables to handle funds, money, documents and
papers relating to the Receivables.  Any such
fidelity bond and errors and omissions insurance
shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of such
persons and shall be maintained in a form and
amount that would meet the requirements of prudent
institutional motor vehicle installment sales contract
servicers.  No provision of this paragraph IV.P.
requiring such fidelity bond and errors and
omissions insurance shall diminish or relieve the
Servicer from its duties and obligations as set forth
in this Servicing Agreement.  The Servicer shall be
deemed to have complied with this provision if one
of its respective Affiliates has such fidelity bond
and errors and omissions policy coverage and, by
the terms of such fidelity bond and errors and
omission policy, the coverage afforded thereunder
extends to the Servicer.  The Servicer shall cause
each and every subservicer for it to maintain a
policy of insurance covering errors and omissions
and a fidelity bond which would meet such
requirements.  Upon request of the Trustee, the
Servicer shall cause to be delivered to the Trustee
a certification evidencing coverage under such
fidelity bond and insurance policy.  Any such
fidelity bond or insurance policy shall not be
cancelled or modified in a materially adverse
manner without ten days' prior written notice to the
Trustee and the Certificateholders.

V.   REPRESENTATIONS AND
     WARRANTIES

     A.  REPRESENTATIONS AND
     WARRANTIES OF SERVICER

         1.    Servicer is a corporation duly
organized, validly existing and in good standing
under the laws of the jurisdiction of its
incorporation, and has full corporate power and
authority to enter into this Servicing Agreement and
to carry out the provisions of this Servicing
Agreement. 

         2.    This Servicing Agreement and
all other instruments or documents to be delivered
hereunder or pursuant hereto, and the transactions
contemplated hereby, have been duly authorized by
all necessary corporate proceedings of Servicer; this
Servicing Agreement has been duly and validly
executed and delivered by Servicer; and, assuming
due authorization, execution and delivery by Backup
Servicer and the Trustee, this Servicing Agreement
is a valid and legally binding agreement of Servicer
enforceable in accordance with its terms.

         3.    The execution and delivery of
this Servicing Agreement by Servicer hereunder and
the compliance by Servicer with all provisions of
this Servicing Agreement do not conflict with or
violate any applicable law, regulation or order and
do not conflict with or result in a breach of or
default under any of the terms or provisions of any
contract or agreement to which Servicer is subject
or by which it or its property is bound, nor does
such execution, delivery or compliance violate the
certificate of incorporation or bylaws of Servicer.

         4.    During the term of this
Servicing Agreement, Servicer will maintain fire
and theft, general liability, business interruption and
employee fidelity insurance coverage in such
amounts and upon such terms as shall be customary
given the nature and extent of Servicer's business
activities.

         5.    The Servicer is not in
violation of, and the execution, delivery and
performance of this Servicing Agreement by the
Servicer will not constitute a violation with respect
to, any order or decree of any court or any order,
regulation or demand of any federal, state,
municipal or governmental agency, which violation
might have consequences that would materially and
adversely affect the condition (financial or other) or
operations of the Servicer or its properties or might
have consequences that would affect the
performance of its duties hereunder.

         6.    No proceeding of any kind,
including but not limited to litigation, arbitration,
judicial or administrative, is contemplated by or, to
the Servicer's knowledge, pending or threatened
against the Servicer which would under any
circumstance have a material adverse effect on the
execution, delivery, performance or enforceability
of this Servicing Agreement.

         7.    To the best of Servicer's
knowledge all electronic data provided by the
Servicer will be at the time of delivery thereof true
and correct.

         8.    No information, certificate of
an officer, statement furnished in writing or report
delivered to the Backup Servicer by the Servicer
will, to the knowledge of the Servicer, contain any
untrue statement of a material fact or omit a
material fact necessary to make the information,
certificate, statement or report not misleading.

         9.    The Servicer is an Eligible
Servicer as of the Closing Date and shall remain an
Eligible Servicer throughout the term of this
Servicing Agreement.

     B.  REPRESENTATIONS AND
     WARRANTIES OF BACKUP SERVICER

         1.    Backup Servicer is a national
banking association in good standing under the laws
of the United States, and has full corporate power
and authority to enter into this Servicing Agreement
and to carry out the provisions of this Servicing
Agreement.  Backup Servicer has all licenses,
approvals and consents to conduct its business as
contemplated by this Agreement, except to the
extent that the failure to possess such licenses,
approvals and consents does not have a material
adverse effect on the ability of the Backup Servicer
to perform its duties under this Servicing
Agreement.

         2.    This Servicing Agreement and
all other instruments or documents to be delivered
hereunder or pursuant hereto, and the transactions
contemplated hereby, have been duly authorized by
all necessary corporate proceedings of Backup
Servicer; this Servicing Agreement has been duly
and validly executed and delivered by Backup
Servicer; and, assuming due authorization,
execution and delivery by Servicer, this Servicing
Agreement is a valid and legally binding agreement
of Backup Servicer enforceable in accordance with
its terms.

         3.    The execution and delivery of
this Servicing Agreement by Backup Servicer
hereunder and the compliance by Backup Servicer
with all provisions of this Servicing Agreement do
not conflict with or violate any applicable law,
regulation or order and do not conflict with or
result in a breach of or default under any of the
terms or provisions of any contract or agreement to
which Backup Servicer is subject or by which it or
its property is bound, nor does such execution,
delivery or compliance violate the Certificate of
Incorporation or Bylaws of Backup Servicer.



     C.  SURVIVAL OF
     REPRESENTATIONS AND
     WARRANTIES

     The representations and warranties set forth
in this paragraph V are made as of the date of this
Servicing Agreement and shall survive the date of
this Servicing Agreement.  Upon discovery by the
Backup Servicer, the Trustee or the Servicer of a
breach of any of the foregoing representations and
warranties, the party discovering such breach shall
give prompt written notice to the other parties.

VI.  EVENTS OF SERVICING DEFAULT

     If any one of the following events ("Events
of Servicing Default") shall occur and be
continuing:

       (i)     Any failure by the Servicer to
               deliver to the Trustee any
               proceeds or payment required
               to be so delivered under the
               terms of this Servicing
               Agreement that shall continue
               unremedied for a period of
               two (2) Business Days after
               the earlier to occur of (a) the
               date on which written notice
               of such failure shall have
               been received by the Servicer
               or (b) a Servicing Officer
               shall have actual knowledge
               thereof or, with reasonable
               diligence, should have had
               knowledge thereof; or

      (ii)     Failure on the part of the
               Servicer to observe or to
               perform in any material
               respect any other covenants
               or agreements set forth in
               this Servicing Agreement
               which continue unremedied
               for a period of thirty (30)
               days after the earlier to occur
               of (a) the date on which
               written notice of such failure
               shall have been received by
               the Servicer or (b) a
               Servicing Officer shall have
               actual knowledge thereof or,
               with reasonable diligence,
               should have had knowledge
               thereof; or

     (iii)     The entry of a decree or
               order by a court or agency or
               supervisory authority having
               jurisdiction in the premises
               for the appointment of a
               conservator, receiver, trustee,
               or liquidator for the Servicer
               in any bankruptcy,
               insolvency, readjustment of
               debt, marshalling of assets
               and liabilities, or similar
               proceedings, or for the
               winding-up or liquidation of
               its affairs, and the
               continuance of any such
               decree or order unstayed and
               in effect for a period of thirty
               (30) consecutive days; or

      (iv)     The consent by the Servicer
               to the appointment of a
               trustee, conservator, receiver,
               or liquidator in any
               bankruptcy, insolvency,
               readjustment of debt,
               marshalling of assets and
               liabilities, or similar
               proceedings of or relating to
               the Servicer and involving
               substantially all of its
               property; or

       (v)     The Servicer shall admit in
               writing its inability to pay its
               debts generally as they
               become due, file a petition of
               any applicable bankruptcy,
               insolvency, or reorganization
               statute, make an assignment
               for the benefit of its
               creditors, or voluntarily
               suspend payment of its
               obligations; or

      (vi)     The failure by the Servicer to
               provide true and correct
               electronic data, in violation
               of representations and
               warranties made by the
               Servicer in paragraph V.A.
               hereof, which violation shall
               be material and shall continue
               unremedied for a period of
               30 days after the date on
               which written notice of such
               failure requiring the same to
               be remedied, shall have been
               sent (1) to the Servicer by the
               Trustee, or (2) to the
               Servicer and to the Trustee
               by the Holders of Certificates
               of any Trust evidencing not
               less than 20% of the Voting
               Interests thereof; or

     (vii)     The assignment by the
               Servicer to a delegate of its
               duties or rights hereunder,
               except as specifically
               permitted hereunder, or any
               attempt to make such an
               assignment; or

         (viii)     The failure to provide the
                    Trustee at least thirty (30)
                    days prior written notice of a
                    merger or consolidation
                    involving the Servicer or
                    assumption of obligations of
                    the Servicer; or

      (ix)     Any fraud, gross negligence
               or willful misconduct on the
               part of the Servicer with
               respect to the Receivables or
               its duties hereunder.

          Then, and in each and every case and
so long as an Event of Servicing Default described
above shall not have been remedied in the period,
if any, provided for in the applicable subsection, the
Trustee may, and shall, at the direction of the
Majority Certificateholders for every Trust,
terminate all of the rights and obligations of the
Servicer under this Servicing Agreement.

          On or after the receipt by the
Servicer of such written notice, all authority and
power of the Servicer under this Servicing
Agreement, with respect to the Receivables or
otherwise, shall pass to and be vested in the Backup
Servicer or in any successor Servicer to be
appointed by the Trustee at the direction of the
Majority Certificateholders for every Trust.  The
Backup Servicer is hereby authorized and
empowered to execute and deliver on behalf of the
Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or
accomplish all other acts with things necessary to
effect the purposes of such notice of termination,
whether to complete the transfer and endorsement
of the Receivable files, or otherwise.  Anything to
the contrary herein notwithstanding, the Backup
Servicer may appoint agents to perform its duties as
successor Servicer hereunder.

          The Servicer shall cooperate with the
Backup Servicer in effecting the termination of the
responsibilities and rights of the Servicer under this
Servicing Agreement, including the transfer to the
Backup Servicer or any successor Servicer for
administration by it of all cash amounts that shall at
the time be held by the Servicer or shall have been
deposited by the Servicer in any account or that
shall thereafter be received by the Servicer with
respect to a Receivable.

          The Backup Servicer or the successor
Servicer appointed by the Trustee (including by
reason of an Event of Servicing Default under this
Section or resignation pursuant to Section XXII)
shall be successor in all respects to the Servicer in
its capacity as Servicer and custodian under this
Servicing Agreement; provided, however that the
successor Servicer shall not be liable for any acts,
omissions or obligations of the Servicer that arose
prior to such succession or for any breach by the
outgoing Servicer of any of its representations and
warranties contained in this Servicing Agreement or
in any related document or agreement, and the
outgoing Servicer shall not be relieved of any
liability or obligations hereunder to the extent such
obligation or liability arose prior to such succession. 
The Servicer shall be entitled to receive all
Servicing Fees and recovery of all costs up to the
date of the transfer to the successor Servicer of all
functions referenced under this Servicing
Agreement.

VII.      REMEDIES

          In addition to the right to terminate
contained in Section VI, the Servicer agrees that
upon the happening of any Event of Servicing
Default (as defined herein), the Backup Servicer,
the Trustee or the successor Servicer may avail
itself of any other relief to which the Backup
Servicer, the Trustee or the successor Servicer may
be legally or equitably entitled, subject only to the
provision of Section XIII of this Servicing
Agreement.

VIII.          RESPONSIBILITY AND
AUTHORITY OF SERVICER

          Subject to the limitations set forth
herein or in the Pooling and Servicing Agreements,
the Servicer shall have the full power and authority,
acting alone and without the consent of the Trustee
or the Backup Servicer, to do any and all things in
connection with such servicing and administration
that it may deem reasonably necessary or desirable,
to collect the Receivables, to disburse the proceeds
and to protect the interests of the Trustee and the
Certificateholders in the Receivables. 

IX.       COLLECTIONS; LOCK BOX
          ACCOUNT AND RELATED BANK
          ACCOUNTS

          Any amounts received by the
Servicer, including all payments by or on behalf of
the Obligors (other than Purchased Receivables), all
Liquidation Proceeds, Insurance Proceeds and other
Recoveries, all as collected during the Collection
Period in respect of a Receivable being serviced by
the Servicer, shall be remitted to the Lock-Box
Account as soon as  practicable, but in no event
later than the close of business on the Business Day
after receipt thereof by the Servicer.

          The Servicer shall maintain the Lock-
Box Account and shall collect and hold in trust (for
the benefit of each Trust, as applicable) in such
account all funds received on account of the
Obligors until such funds are transferred to the
Trustee or in accordance with its instructions.  On
a daily basis the posted balance (in excess of
$2,000) related to the Receivables in the Lock-Box
Account shall be transferred by wire transfer to the
Trustee for deposit into the Collection Accounts
established for the related Trusts.

          Such funds shall not be commingled
with the funds of any other person; provided that
there may be deposited in the Lock-Box Account
moneys collected on other motor vehicle installment
sales contracts originated by Aegis Finance and its
affiliates.  In the event funds of more than one
Trust are deposited in the Lock-Box Account,
collections attributable to Receivables of each Trust
shall be separately identified.  The Servicer shall be
responsible for all charges with respect to the Lock-
Box Account and, insofar as such charges relate to
the Receivables, shall be reimbursed in accordance
with the instructions set forth in the Monthly
Servicer Certificate.  The Servicer shall provide
written notice to the Trustee of the location and
account number of the Lock-Box Accounts promptly
after establishing or changing the same.

          Wells Fargo Bank, N.A. and
Commerce Bank will each serve as an initial Lock-
Box Account Depository with respect to the
Receivables.  The Servicer shall provide thirty (30)
days' prior notice to the Trustee of its appointment
of a successor Lock-Box Account Depository,
which such successor Lock-Box Account Depository
shall be an Eligible Institution.

          The Servicer shall deposit into the
Lock-Box Account all amounts (including late
payments) remitted by Obligors to the Servicer
under the terms of the Receivables within one (1)
Business Day after receipt thereof.  The Servicer
shall provide the Lock-Box Account Depository
with a report providing instructions related to
distributions of funds from the Lock-Box Account
to the applicable Collection Accounts.

          The Servicer shall deposit in the
applicable Collection Account the aggregate
Purchase Amount with respect to Purchased
Receivables.  All such deposits shall be made in
Automated Clearinghouse Corporation next-day
funds or immediately available funds, on the
Business Day following receipt thereof.

X.   DOCUMENTS AND RECORDS

     A.   SERVICING DOCUMENTS AND
     RECORDS

          1.   All documents with respect to
an Obligor account and delivered to Servicer
hereunder will be held in trust and kept safely by
Servicer as delivered.

          2.   The Servicer shall hold in
trust and keep safely for the benefit of each Trust
the computer records relating to the related Obligor
accounts and the proceeds thereof.

          3.   The Servicer will furnish
copies of any audit reports prepared for the Servicer
(either internal or otherwise) with respect to the
Receivables to the Trustee promptly upon the
receipt thereof by Servicer.

          4.   All data, documents and
information held by the Servicer on behalf of the
Trusts shall be held in confidence and not used or
disclosed for any purpose other than as
contemplated by this Servicing Agreement or as
required by law or as may be necessary to enforce
their respective rights under this Servicing
Agreement.

     B.   REPORTS AND CREDIT
     AGENCIES

          1.   In addition to its normal
reporting, the Servicer shall also furnish Backup
Servicer upon request with such reports as are
required by this Servicing Agreement and such
additional information underlying the data in the
aforesaid reports as may be reasonably pertinent to
Backup Servicer's needs and that can be generated
by the Servicer's existing data processing system
without undue effort or expense.  The reports
required by this Servicing Agreement shall be
substantially in the form of Schedule B hereto.

          2.   Backup Servicer and Trustee
understand that all transactions with respect to an
Obligor account will be reported by Servicer to one
or more Credit Agencies in the name of the Seller
or its applicable affiliate as required by contract and
by law.  Servicer will comply with all Credit
Agency agreements.


XI.       INDEMNIFICATION

          The Servicer agrees to indemnify the
Trusts, the Backup Servicer, the Trustee and the
Certificateholders and hold the Trusts, the Backup
Servicer, the Trustee and the Certificateholders,
their respective officers, employees and agents
harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, fees and
expenses that the Trusts, the Backup Servicer, the
Trustee or the Certificateholders, as the case may
be, may sustain in any way related to failure of the
Servicer to perform its duties and service the
Receivables in compliance with the terms of this
Servicing Agreement.  The Servicer shall
immediately notify the Backup Servicer and the
Trustee if a claim is made by a third party with
respect to this Servicing Agreement or the
Receivables, assume (with the consent of the
Backup Servicer and the Trustee) the defense of any
such claim and pay all expenses in connection
therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree
which may be entered against it or the Backup
Servicer or the Trustee in respect of such claim. 
This right to indemnification shall survive the
termination of this Servicing Agreement.

XII.      TERM AND TERMINATION

          1.   The Servicer agrees to service
all Receivables for their full term and until their
expiration or earlier termination.

          2.   In the event the Trustee, on
behalf of any Trust, transfers any Receivable(s), the
transferee shall have the option to terminate the
servicing of the respective Obligor account(s) by
providing thirty (30) days written notice to Servicer. 

          3.   The holder of the Residual
Interest in the Trusts may at any time replace the
Servicer with a substitute Eligible Servicer upon the
delivery of written notice of such substitution
stating the name and  address of such substitute
Servicer to the Back-up Trustee, the Trustee, and
the predecessor Servicer at least 90 days prior to
the change in Servicer, provided (1) the holder of
the Residual Interest delivers to the Trustee in
connection with such substitution evidence of the
consent of at least the Majority Certificateholders of
each Trust to the change and (2) provided further
that such substitute Servicer shall have executed an
agreement of assumption, acceptable to the Trustee,
under which it assumes every obligation and duty of
the Servicer under this Servicing Agreement.  Upon
the occurrence of the foregoing, such substitute
Servicer shall be deemed the Servicer for all
purposes under this Servicing Agreement.

          Should the transferee or holder of the
Residual Interest elect to terminate the servicing as
indicated above, the Servicer shall be entitled to a
five ($5.00) dollars per Receivable transfer fee,
such fee to be paid by the transferee or holder of
the Residual Interest on the date of transfer.

XIII.     ARBITRATION AND ATTORNEYS' FEES

          1.   It is understood that this
Servicing Agreement is made in good faith and
should there arise, from any unforeseen cause, a
difference of opinion or of interpretation of this
Servicing Agreement which cannot be settled
amicably between the Trustee, the Backup Servicer
and the Servicer, such difference or interpretations
shall be submitted to a decision of a board of
arbitration.

          2.   The aforementioned board of
arbitration shall be composed of two (2) arbitrators
and an umpire meeting in the State of Minnesota,
unless otherwise agreed to by the Trustee, the
Backup Servicer and the Servicer.

          3.   The members of the board of
arbitration shall be active or retired disinterested
officials of insurance companies or financial
institutions. Each party shall appoint its arbitrator,
and the two arbitrators shall choose an umpire
before instituting the hearing. If the respondent fails
to appoint its arbitrator within thirty (30) days after
being requested to do so by the claimant, the latter
shall also appoint the second arbitrator.

               If the two arbitrators fail to
agree upon the appointment of an umpire within
two (2) weeks after their nominations, each of them
shall name three (3), of whom the other shall
decline two (2) and the decision shall be made by
drawing lots. The claimant shall submit its initial
brief within twenty (20) days from appointment of
the umpire. The respondent shall submit its brief
within twenty (20) days thereafter, and the claimant
may submit a reply brief within ten (10) days after
filing of the respondent's brief.

          4.   The board shall make an
award with regard to the custom and usage of the
business contemplated by this Servicing Agreement.
The board shall issue its award in writing based
upon a hearing at which evidence may be
introduced without following strict rules of evidence
but in which cross-examination and rebuttal shall be
allowed. 

               The board shall make its
award within thirty (30) days following the
termination of the hearing unless the parties consent
to an extension. A decision by the majority of the
members of the board shall become the award of
the board and shall be final and binding upon all
parties to the proceeding. Either party may apply to
the United States District Court, sitting in the State
of Minnesota, for an order confirming the award. If
such an order is issued, the attorneys' fees of the
party so applying and the court cost will be paid by
the party against whom confirmation is sought.

          5.   Each party shall bear the
expense of its arbitrator and shall jointly and
equally bear with the other party the expense of the
umpire. The remaining costs of the arbitration
proceeding (including attorneys' fees of the parties)
shall be allocated by the board in its award. 
Notwithstanding any other provision hereof, any
reasonable out-of-pocket expenses (including
reasonable attorney's fees) incurred by the Trustee
or the Backup Servicer shall be reimbursed from the
Trusts unless the arbitrators shall have determined
that any such expenses were incurred as a result of
the negligence or willful misconduct of the Trustee
or the Backup Servicer.

XIV.      WAIVERS

          No failure or delay on the part of the
Servicer, the Trustee or the Backup Servicer in
exercising any power, right or remedy under this
Servicing Agreement 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, except by a
written instrument signed by the party to be charged
or as otherwise expressly provided herein.

XV.       NOTICES

          Except as otherwise provided herein,
all notices, requests, consents, demands and other
communications given hereunder shall be in writing.
All notices of whatever kind shall be either
personally delivered or sent by telecopy or other
form of rapid transmission and confirmed by United
States mail, properly addressed and with full
postage prepaid, addressed as follows:

To Servicer:        Aegis Auto Finance, Inc.
               525 Washington Boulevard
               Jersey City, NJ  07310
               Attn: Joseph F. Battiato,
               President
               Telecopy No. (201) 418-7339

               To Backup Servicer: Norwest
               Bank Minnesota,
                              National
Association Corporate Trust Services Asset
Backed
                              
Administration
Sixth Street and Marquette Ave.
Minneapolis, MN  55479-0070
Telecopy No. (612) 667-3539

To Trustee:  Norwest Bank Minnesota,
         National Association 
         Corporate Trust Services Asset Backed
         Administration
             Sixth Street and Marquette Ave.
         Minneapolis, MN  55479-0070
         Telecopy No. (612) 667-3539

          or to such other address as such
          party shall have specified in writing
          in the manner set forth above.  All
          notices to the Certificateholders shall
          be sent in the manner specified in the
          related Pooling and Servicing
          Agreement.

XVI.      ASSIGNABILITY

          No party may assign any of its rights
or obligations hereunder without the prior written
consent of the other parties. Nothing in this
Servicing Agreement is intended to confer,
expressly or by implication, upon any Person other
than the Trustee, the Backup Servicer and the
Servicer any rights or remedies under or by reason
of this Servicing Agreement.

XVII.          FURTHER ASSURANCES

          Each party agrees, if reasonably
requested by another party, to execute and deliver
such additional documents or instruments and take
such further actions as may be reasonably necessary
to effect the transactions contemplated by this
Agreement.

XVIII.    COUNTERPARTS

          This Servicing Agreement may be
executed in counterparts, each of which shall be
deemed an original but all of which taken together
shall constitute but one and the same document.

XIX.      ENTIRE AGREEMENT;
          AMENDMENTS 

          This Servicing Agreement, including
the Schedules attached hereto and the documents
referred to herein, contains the entire agreement
between the parties hereto with respect to the
transactions contemplated hereby and supersedes all
prior understandings, negotiations, commitments
and writings with respect thereto. This Servicing
Agreement may not be modified, changed or
supplemented except upon the express written
consent of each of the parties hereto.  The Trustee
shall not agree to any amendment of this Servicing
Agreement without the prior written consent of the
Majority Certificateholders of each Trust affected
thereby.  In the event of any conflict between this
Servicing Agreement and a Schedule hereto, the
Schedule shall govern.

XX.       INSPECTION

          Any party hereto or its designated
agents, and any Certificateholder, may, during
ordinary business hours and after reasonable notice,
inspect, audit, check and make abstracts from any
party's books, accounts, records and other papers
directly pertaining to the subject matter of this
Servicing Agreement or the Schedules hereto.  All
costs and expenses of such activities shall be borne
by the inspecting party.  Each party shall use
reasonable efforts to facilitate any such inspection.
     

XXI.      LIMIT ON TRUSTEE'S PAYMENT
          OBLIGATIONS

          Neither the Trustee, nor Norwest
Bank Minnesota, National Association, nor any of
its affiliates, shall have any obligation to make any
payment to the Servicer in respect of any payment
obligation of the Trustee to the Servicer under this
Servicing Agreement, any Schedules, riders or
amendments hereto otherwise than from funds held
by the Trustee pursuant to a Pooling and Servicing
Agreement.  The Servicer hereby specifically
consents to the same and agrees that under no
circumstances will it offset or otherwise withhold
amounts owing to it from remittances made by it to
the Trustee pursuant to this Servicing Agreement,
or any Schedules hereto or any riders or
amendments hereto.

XXII.          SERVICER NOT TO RESIGN  

          1.   The Servicer shall not resign
from the obligations and duties imposed on it as
Servicer under this Servicing Agreement except (i)
in the event that the performance of its duties under
this Servicing Agreement shall no longer be
permissible under applicable law or it shall no
longer be an Eligible Servicer or (ii) if the Backup
Servicer has taken over the duties of the Servicer in
accordance with the terms hereof or upon the
appointment of a successor or substitute Servicer
(other than the Backup Servicer) to take over the
duties and obligations of the Servicer hereunder. 
Notice of any such determination permitting the
resignation of the Servicer shall be communicated
in writing to the Trustee, the Backup Servicer and
the Certificateholders at the earliest practicable time
and any such determination shall be evidenced by
an Opinion of Counsel to such effect delivered to
the Trustee concurrently with or promptly after
such notice.  No such resignation shall become
effective until an Eligible Servicer shall have
assumed the responsibilities and obligations of the
Servicer; provided, however, in the event that the
Backup Servicer is unable to act as Servicer
hereunder and a successor Eligible Servicer has not
been appointed within thirty (30) days, the Trustee
may petition a court of competent jurisdiction for
the appointment of a successor Eligible Servicer
acceptable to the Majority Certificateholders of each
Trust.

          2.   Upon the Servicer's receipt of
notice of termination pursuant to paragraph VI. or
upon the Servicer's resignation pursuant to this
paragraph, the Backup Servicer shall perform as
Servicer until such time, if ever, as a successor
Servicer who is an Eligible Servicer reasonably
acceptable to the Majority Certificateholders of each
Trust shall have been appointed by the Trustee and
shall have assumed the duties and responsibilities of
the Servicer.

          3.   Upon appointment, the
successor Servicer shall be the successor in all
respects to the predecessor Servicer and shall be
subject to all the responsibilities, duties and
liabilities arising thereafter relating thereto placed
on the predecessor Servicer, and shall be entitled to
the applicable portion of the Servicing Fee and all
of the rights granted to the predecessor Servicer, by
the terms and provisions of the related Pooling and
Servicing Agreements.

XXIII.    MERGER OR CONSOLIDATION 
OF, OR ASSUMPTION OF THE
          OBLIGATIONS OF, OR
RESIGNATION OF SERVICER

          Any Person (a) into which the
Servicer may be merged or consolidated, (b) which
may result from any merger or consolidation to
which the Servicer shall be a party, (c) which may
succeed to the properties and assets of the Servicer
substantially as a whole, or (d) which may succeed
to the duties and obligations of the Servicer under
this Servicing Agreement which Person executes an
agreement of assumption to perform every
obligation of the Servicer hereunder, shall be the
successor to the Servicer under this Servicing
Agreement without further act on the part of any of
the parties to this Servicing Agreement; provided,
however, that (i) immediately after giving effect to
such transaction, no Event of Servicing Default (as
defined in paragraph VI.), and no event which,
after notice or lapse of time, or both, would
become an Event of Servicing Default shall have
happened and be continuing, (ii) the Servicer shall
have delivered to the Trustee an Officer's
Certificate stating that such consolidation, merger
or succession and such agreement of assumption
comply with this paragraph XXIII. and that all
conditions precedent provided for in this Servicing
Agreement relating to such transaction have been
complied with, and (iii) the Servicer shall have
delivered to the Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such
counsel, all financing statements, continuation
statements and amendments and notations on
certificates of title thereto have been executed and
filed that are necessary fully to preserve and protect
the interest of the Trustee in the Receivables and
the Financed Vehicles, and reciting the details of
such filings, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to
preserve and protect such interest.  Without receipt
by the Trustee of written notice from the Servicer
of such merger, consolidation or succession at least
thirty days prior to such action by the Servicer and
approval by the Majority Certificateholders of each
Trust, which approval shall not be unreasonably
withheld, such merger, consolidation or succession
shall constitute an Event of Servicing Default with
respect to the Servicer.

XXIV.     GOVERNING LAW  

          This Servicing Agreement 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 Laws but otherwise
without regard or reference to principles of conflicts
of laws of such State.
<PAGE>
          IN WITNESS WHEREOF, the
parties hereto have caused this Amended and
Restated Servicing Agreement to be executed as of
the date first written above.

SERVICER:
     AEGIS AUTO FINANCE, INC.
                                   
By:                                      
                                   
Name:  Brendan Meyer   
                                   
Title: Vice President


































   [Signatures continue on following page]<PAGE>
BACKUP SERVICER:
     NORWEST BANK MINNESOTA,
     NATIONAL ASSOCIATION, in its capacity
     as Backup Servicer under the Pooling and
     Servicing Agreement
                                   
     By:                                               
                              
         Name:   
                              
     Title:  Corporate Trust Officer

                              
     TRUSTEE:
                              
     NORWEST BANK MINNESOTA,
                              
     NATIONAL ASSOCIATION, in its
                              
     capacity as Trustee under the
                              
     Pooling and Servicing Agreement



By:                                               
Name:
Title: Corporate Trust Officer






















[Counterpart signature page to Servicing
Agreement] 
<PAGE>
ACKNOWLEDGEMENT AND AGREEMENT OF
SELLER

     The undersigned hereby acknowledges this
Amended and Restated Servicing Agreement and
agrees, in its capacity as Seller, to be bound by the
applicable provisions hereof.

AEGIS AUTO FUNDING CORP. IV,
In its capacity as Seller under the
Pooling and Servicing Agreement


By:                                    
Name: Brendan Meyer
Title:  Vice President                   <PAGE>
       SCHEDULE A  SUMMARY OF SERVICES

I.   SERVICES

A. CONTRACT SERVICES  COLLECTIONS

1.   Prior to the execution of this Servicing
     Agreement Servicer has established a Lock-
     Box Account at Wells Fargo Bank, N.A.

2.   Servicer shall be responsible for the mailing
     of payment coupon books or monthly
     statements. Payment books shall contain
     coupons in sufficient quantity to allow
     Obligor to enclose a coupon with each
     scheduled payment per the terms of the
     related contract. Each payment coupon book
     may contain up to 36 coupons. 

     For those Obligor accounts whose contract
     term exceeds 36 months a new coupon book
     for the remaining term will be sent in the
     35th month.

3.   Servicer shall process Obligor accounts for
     which the Obligor fails to make a payment
     on the applicable payment due date (a
     "Delinquency") on the following basis:

a.   Commencing on the first business day on
     which an Obligor is delinquent by more than
     ten (10) days, Servicer shall, at the
     Servicer's discretion, either (1) phone the
     Obligor, (2) if no contact is made after
     phoning, the Servicer may send a letter to
     the Obligor asking the Obligor to
     immediately contact the Servicer, or (3)
     order a field call by an outside agency to the
     Obligor. 

b.   Servicer may request the Seller's
     authorization to repossess an Obligor's
     vehicle at any time after an Obligor is
     delinquent and Servicer has satisfactory
     reason to believe that Obligor will not pay. 
     However, such authorization will be deemed
     given if Servicer cannot obtain timely
     authorization, provided Servicer has
     determined that any delay would impede the
     Servicer's ability to service the Obligor's
     vehicle.  Servicer shall create and maintain
     a report of any Obligor's vehicle it
     repossesses and all events leading to such
     action.

c.   If an Obligor requests a change to his
     normal monthly due date (a "Due Date
     Change") and if the Obligor has defaulted
     on his obligations under a Receivable or if
     the Servicer reasonably believes such default
     is imminent, Servicer may grant such Due
     Date Change to the extent the Servicer
     deems in the best interest of the
     Certificateholders; however, no Due Date
     Change shall be granted beyond the
     currently due month. 

d.   Except as otherwise provided in this
     agreement, if an Obligor has been
     delinquent for more than thirty-five (35)
     days, Servicer shall request Seller's
     authorization to repossess pursuant to
     Section IA3.b. of this Schedule A.

e.   If an Obligor requests an extension of the
     currently required monthly payment to
     extend the end of the loan term (a "Loan
     Extension") and if the Obligor has defaulted
     on his obligations under a Receivable or if
     the Servicer reasonably believes such default
     is imminent, Servicer may to the extent the
     Servicer deems in the best interest of the
     Certificateholders grant such Loan
     Extension, subject to the following
     paragraph. 

     Servicer shall grant a Loan Extension only
     to those Obligors who have made at least six
     (6) regularly scheduled payments; and in no
     case shall the number of Loan Extensions
     per loan exceed the number of years,
     including fractions thereof, in the loan term. 
     In no event may any modification cause the
     final payment date to extend beyond the
     Final Scheduled Distribution Date for the
     Receivables.

B.   CONTRACT SERVICES - CUSTOMER
SERVICE

1.   If Servicer receives written or oral notice
     from an Obligor of such Obligor's refusal to
     make payments on the Obligor's account,
     Servicer shall enter such notice into its
     computer records. 

2.   The Seller shall have the responsibility to
     apply for title to the motor vehicle covered
     by the contract.  Servicer shall send, or
     cause to be sent, to Trustee all titles to such
     motor vehicles. With respect to titles
     received, Servicer shall verify that Aegis
     Finance is noted as lien holder.

3.   Servicer shall notify Originator and/or
     Custodian of any discrepancies with respect
     to the lien holder indicated on received
     titles. Servicer shall further notify Originator
     and/or Custodian of missing titles.
     Originator shall be responsible for correcting
     title discrepancies and obtaining missing
     titles.

4.   Servicer shall not release any title to a
     vehicle except upon the full payment of the
     remaining obligor principal balance by the
     Obligor or others, or the repossession and
     sale of the related vehicle, or the release of
     the title to Originator for the correcting of
     title problems, or as required by law, or as
     directed by Custodian.  Custodian will
     release title to Servicer on a timely basis,
     pursuant to Section 3.04(c) of the Standard
     Terms.

5.   Servicer shall perform the following
     insurance tracking functions with respect to
     a contract until the earlier of the
     repossession and sale of the vehicle or the
     remaining obligor principal balance is paid
     in full by the Obligor or others:

a.   Seller shall provide initial physical damage
     insurance information at the time of
     portfolio boarding.

b.   Servicer shall notify Seller and/or Custodian
     if Servicer has not received a copy of a
     physical damage insurance policy for an
     Obligor's vehicle within twenty (20) days of
     the receipt of a Notice of Cancellation/Non-
     Renewal.

c.   Servicer shall produce a monthly Insurance
     Expiration report showing those Obligor
     accounts for whom a Notice of
     Cancellation/Non-Renewal has been received
     or the expiration date for an Obligor's
     insurance policy in Servicer's computer
     records has elapsed.

d.   Servicer shall not be liable for any loss or
     liability resulting from the lack of insurance
     coverage on any Obligor vehicles if it has
     complied with the foregoing.

6.   Servicer shall negotiate and settle any claims
     relating to physical damage to a vehicle and
     endorse any insurance company drafts for
     such claim subject to the following
     conditions:

a.   Servicer shall endorse a draft for payment of
     a claim to body shop or other auto repair
     service.

b.   If the Obligor's account is more than thirty
     (30) days delinquent, Servicer shall attempt
     to collect all currently due amounts. If
     unable to make such collection, Servicer
     shall request Seller's authorization to
     repossess vehicle from the repair facility
     pursuant to Section I-A-3.b. of this Schedule
     A.  To effect such repossession, Servicer
     may negotiate for the release of the vehicle
     from the repair facility in exchange for the
     endorsed draft in the amount of the repairs
     and an agreement to hold the repair facility
     harmless for the release of the vehicle.


7.   Servicer shall calculate early payoffs of
     remaining obligor principal balance per the
     terms of the related sales contract.  Seller
     authorization is required for any payoff
     amount other than the full calculated
     amount.  Notwithstanding any condition in
     this Servicing Agreement, Servicer,
     however, shall have the right (in the event
     of early payoff) to waive any remaining
     obligor principal balance of twenty-five
     dollars ($25.00) or less.

8.   Upon receipt by Servicer of the full payment
     of the remaining Obligor principal balance
     by the Obligor, the Custodian shall release
     to the Servicer which in turn shall release
     and forward to the Obligor the original of
     the installment sales contract.

II.
A.   SPECIAL COLLECTION ACTIVITIES

1. Repossession and Sale
     
The following terms shall govern the repossession
and sale of the vehicle:
          
a.   Servicer shall order repossession services
     from licensed, bonded agents.

b.   Within five (5) business days after
     repossession or sooner if required by law,
     Servicer shall prepare and mail a Notice of
     Intent (the "NOI") to the Obligor and send
     a copy of the NOI once per month together
     with their monthly reports to the Seller.

c.   Servicer shall cause the repossessed vehicle
     to be delivered to a location as designated
     by Seller for the amount of time required by
     applicable State law for Obligor redemption
     (the "Obligor Redemption Period").

d.   After the expiration of the Obligor
     Redemption Period, Seller may authorize
     Servicer to arrange for the sale and
     disposition of the vehicle.

2.   Credit Enhancement Claims Filing

     Within the provisions of the Fee Schedule
     set forth in paragraph III of this Schedule,
     Servicer shall perform the following
     insurance functions with respect to a
     Receivable and will comply with all
     necessary operating and claims filing
     procedures (which may be modified by the
     insurance company from time to time and by
     mutual consent of the Seller and the
     Servicer) pursuant to each Credit
     Enhancement:

a.   With respect to each Risk Default Insurance
     Policy, Servicer shall:  (1) file notice of loss
     within the earlier of (a) 60 days from the
     date of expiration of the Obligor
     Redemption Period or (b) 30 days from the
     date the Financed Vehicle was sold at
     auction, (2) maintain claim data
     components, (3) calculate the claim amount
     and (4) submit to the Insurer all supporting
     documents for each claim required by the
     Risk Default Insurance Policy.

b.   With respect to the VSI Insurance Policy,
     Servicer shall:

(1)  if appropriate, prior to liquidation and within
ninety (90) days of date of loss, file an initial notice
of loss which shall mean the following for purposes
of this Section only:

(A)  For physical damage, the date of
repossession;

(B)  For instrument non-filing insurance, the date
of filing of a superior lien;

(C)  For a skip, the date of the first delinquency
plus 150 days; and

(D)  For a repossession, the date the damage
occurred.

(2)  maintain physical and electronic information,
(3) calculate the claim amount, (4) prepare physical
and electronic information and complete claim form
and (5) in the case of a claim dispute, select an
independent appraiser and file an appraisal report
within thirty (30) days of initial claim filing
rejection.

3. Deficiency

a.   After the repossession and sale of a vehicle,
     in order to calculate a deficiency, if any,
     Servicer shall request the cancellation of any
     financed product related to the vehicle (e.g.,
     credit life, disability insurance, etc.), file for
     any refunds associated therewith and furnish
     a cancellation report to Custodian.

b.   After taking into account any cancellation
     refunds, Servicer shall compute any
     deficiency resulting from the repossession
     and sale of a vehicle and notify Obligor of
     any such deficiency.


c.   At the discretion and instruction of the
     Seller, Servicer shall  commence collection
     activities on any such established Obligor
     deficiency accounts.

4. Bankruptcies

If Servicer receives written notice that an Obligor
has become subject to bankruptcy proceedings under
Federal or State law, Servicer or its designee
(attorney if required) shall provide the following
services as necessary:

a.   Servicer shall immediately cease all
     collection activity and otherwise comply
     with the Bankruptcy Code and all related
     laws and regulations.

b.   Servicer shall file a claim with the
     applicable court.

c.   Servicer shall obtain legal services for the
     prosecution of the claim when necessary.

d.   Servicer shall monitor the receipts of funds
     being paid through the applicable bankruptcy
     plan.

e.   Upon dismissal of an action under
     bankruptcy, Servicer shall service the
     Obligor's account pursuant to the standard
     collection procedures of Section I of this
     Schedule A.

f.   Should the Obligor account be the subject of
     a reaffirmation or court ordered modified
     payment schedule, Servicer shall administer
     and collect the account in the same fashion
     as that prior to the bankruptcy proceedings.

5. Disability

If Servicer is notified in writing of an Obligor's
disability claim and evidence of the Obligor's
disability insurance policy is on file, Servicer shall
suspend all collection activity on such Obligor's
account until such time as Obligor resumes his
normal payment schedule, however:

a.   Servicer shall continue to monitor such
     Obligor's account until the earlier of the
     date on which:

1)   A claim approval or denial has been
     received; or

2)   The Obligor resumes payment, at which
     time Servicer will resume collection activity
     pursuant to Section III of this agreement.

b.   If Obligor's disability claim is denied,
     Servicer shall resume collection activity
     pursuant to Section I of this Agreement and
     the terms and conditions of the related sales
     contract.

c.   Servicer's collection procedures for a
     disability account shall comply with the
     terms stipulated on the related sales
     contract.

6.   Allotments

Servicer shall have been notified at the time of loan
boarding if an Obligor will be subject to military
allotment processing.  If Servicer has not received
an allotment verification on a designated allotment
account within 60 days of any subsequent allotment
establishment and the designated Obligor's account
is greater than 45 days delinquent, Servicer shall
request Seller's authorization to repossess pursuant
to Section I.A.3.b of this Schedule A.

7.   Skips

If Servicer determines that Obligor has become a
skip, Servicer shall conduct skip-tracing efforts for
a period of 30 days. If such skip-tracing efforts
prove unsuccessful, Servicer will file (if applicable)
the necessary claim forms with Seller's insurance
carriers as described in II A(2) of Schedule B of
this document. 

III. FEE SCHEDULE

Subject to the following provisions, Servicer shall
be entitled to receive the following fees and costs
no later than the Distribution Date immediately
following each related Collection Period: 

     A.   GENERAL SERVICING

1.   For all Receivables with an outstanding
     balance greater than zero dollars ($0.00) as
     of the first day of the related Collection
     Period, a monthly serving fee equal to one-
     twelfth of 2.05% of the outstanding balance
     or $10.00, whichever is greater; provided,
     however, that with respect to Receivables
     serviced or subserviced by Systems and
     Services Technology, Inc., only one-twelfth
     of 1.15% of such outstanding balance shall
     be payable currently on each Distribution
     Date and the balance of .90% will accrue on
     each Distribution Date and be deferred and
     paid from the Reserve Fund in accordance
     with the terms of the Amended and Restated
     Master Trust Agreement; provided further
     that the amount payable currently shall be
     adjusted from time to time to equal 100% of
     the reasonable and necessary costs and
     expenses of the Servicer, not to exceed
     1.85% of the outstanding balance.

2.   All extension fees that are received during
     the related Collection Period.

3.   All late charges that are received during the
     related Collection Period.

4.   A charge of $25.00 per filing of Credit
     Enhancement claims forms with the
     designated Insurers during the related
     Collection Period.

B.   EXPENSE REIMBURSEMENT

1.   All out-of-pocket expenses incurred by
     Servicer in the pursuit of its job functions as
     described in this Schedule (including but not
     limited to filing fees, investigation fees,
     repossession fees, transportation and storage
     fees, legal fees, DMV fees, etc.) shall be
     reimbursed to the Servicer at Servicer's
     actual cost.  In addition Servicer shall be
     entitled to an administrative fee equal to 8%
     of all out-of-pocket expenses.  Servicer shall
     provide the Trustee with documentation for
     all such out-of-pocket expenses as a
     condition to payment.

2.   All postage costs associated with the mailing
     of insurance follow-up letters, payment
     statements, including Notice of Intent and
     Deficiency Statement, during the related
     Remittance Period.

3.   All expenses relating to establishing,
     maintaining and transferring funds from the
     Lock-Box account to the relevant Collection
     Account maintained by the Trustee.  Such
     expenses shall be reimbursed at actual cost
     provided the Servicer include copies of
     related invoices.

C.   DEFICIENCY SERVICING

For those Obligor accounts that have been the
subject of a short insurance payoff, within the
related Collection Period, Servicer shall cause the
account to be moved to a "non-performing" loan
pool and marked inactive.

All collection activity by Servicer will be suspended
until such time as the Seller directs Servicer to
resume collection efforts. Upon such reactivation,
a one time set-up fee of fifty ($50.00) dollars will
be charged and payable on the next Distribution
Date.

For each Collection Period that an Obligor account
remains in the above described deficiency condition,
a servicing fee will be charged and payable on the
related Distribution Date based on the following
schedule:

1.   $1.00 per month for months 1-4 that a
subject Receivable remains in the nonperforming
loan pool.

2.   $0.50 per month for months 5-8 that a
Receivable remains in the nonperforming loan pool.

3.   $0.10 per month for each month thereafter
that a Receivable remains in the nonperforming loan
pool.<PAGE>
SCHEDULE B

SERVICER MONTHLY ACTIVITY REPORT
Aegis Auto Receivables Trust 199
Automobile Receivable Pass Through
Certificates Series 199


I. COLLECTION ACTIVITY INTEREST PRINCIPAL TOTALS

Beginning of Period Pool Principal Balance    0
Additional Receivables Purchased 
Scheduled Payments                       0 0  0
Full & Partial Prepayments               0 0  0
Risk Default Insurance Cash Proceeds     0 0  0
Receivables Repurchased by Seller
Recoveries (on Liquidated and Defaulted
  Receivables)
Miscellaneous Servicer Collections               

Available Distribution Amount
                                         0 0  0
                                                 

Net Losses                               0

End of Period Pool Balance               0
                                                 

II. SERVICING COMPENSATION              Amount

(ATTACH BREAKOUT OF FEES)
Servicer Compensation

III. POOL BALANCE INFORMATION

Original Pool Balance:  
Beginning of Period End of Period

 Pool Balance
 Pool Factor
 Weighted Average Coupon (WAC)
 Weighted Average Remaining Maturity (WAM)
 Remaining Number of Contracts


IV. RECEIVABLES REPURCHASED/SUBSTITUTED BY SELLER

Number of Receivables Repurchased
Principal Amount
Number of Additional Receivables Substituted
Principal Amount

V. EXTENSIONS

Number of Extensions granted
Principal Amount




VI. DELINQUENCY INFORMATION*

              % of
   # of     Principal Outstanding
Contracts   Balance  Pool Balance

30-59 Days Delinquent
60-90 Days Delinquent
90 Days or more Delinquent

Excluding Liquidated and Defaulted Receivables

VII. REPOSSESSION INFORMATION

Current Period Inventory

Number of Receivables as to which Vehicles have been
Repossessed (and NOI expired)
Principal Balances of Receivables relating to Vehicles
which have been Repossessed (and NOI expired)

                                   

VIII. LIQUIDATED AND DEFAULTED RECEIVABLES

Current Period       Cumulative

Number of Liquidated Receivables
Principal Balance of Liquidated Receivables
(Prior to Liquidation)                           
Number of Defaulted Receivables
Principal Balance of Defaulted Receivables
Total Principal Balance of Liquidated Defaulted
Receivables                

Includes Receivables transferred to Risk
 Default Insurer for liquidation
Excludes Receivables previously characterized
 as Defaulted Receivables 180 days delinquent

IX. RECOVERIES
                                          
Current Period                            
Cumulative

Liquidation Proceeds
VSI Physical Damage/Loss Insurance Proceeds
Rebates of Servicer Cancelled Warranty Contracts
Consumer Insurance
Other
                                
Total Recoveries                

X.  RISK DEFAULT POLICY INSURED RETENTION AMOUNT

Beginning Balance
Add:  Prefunded Receivables
Add:  Quarterly Reserve Loss Deficiency
Less:  Approved Claims
Less:  Surplus in Quarterly Loss Reserve

Ending Balance

                            <PAGE>
XI. NET LOSSES
Current Period Cumulative

Principal Balance of Liquidated and Defaulted Receivables 
Less: Recoveries
Less: Risk Default Insurance Proceeds         

Net Losses                             

XII. INSURANCE CLAIMS 

Current Period Cumulative

Number of Risk Default Insurance Claims
Amount of Risk Default Insurance Claims
Retention Amount
Number of VSI Insurance Claims
Amount of VSI Physical Damage/Loss Insurance Claims

Number of Risk Defaulted Insurance Claims Rejected
Principal Balance of Receivables relating to Risk Default
  Insurance Claims Rejected


SERVICER COMPENSATION BREAKDOWN Amount

Servicing Fees          
    Amount Payable currently         
   
    Amount Accrued and Deferred (SST only)         

Collection Expenses Incurred          

Claim Filing Fees          

Bank Charges           

Late fees, extension fees collected          

Postage          

Total Servicer Compensation          

Less Deferred Servicing Fees(            )

Net Cash Servicer Compensation            

SCHEDULE C

REQUEST FOR RELEASE OF DOCUMENTS To:
Norwest Bank Minneapolis,
National Association, as Custodian
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0070

Re:Aegis Auto Receivables Trust 199      ; Amended and
Restated Master Servicing Agreement dated as of May 1, 1997
by and among Aegis Auto Finance, Inc., Norwest Bank
Minneapolis, National Association, as Trustee, and Norwest
Bank Minneapolis, National Association, as Backup Servicer. 
       

In connection with the administration of a pool of Receivables
held by you as Custodian for the Trustee, we request the
release and acknowledge receipt of the (Custodian's
Receivable Files/[specify documents]) for the Receivable
described below, for the reason indicated.

Borrower's Name, Address & Zip Code:

Receivable Number:  [list here or on attached schedule]

Reason for Requesting Documents (check one or put code on
attached schedule)

 1.Receivable Paid in Full (Servicer hereby certifies that all
amounts received in connection therewith have been credited
to the Collection Account as provided in the applicable
Pooling and Servicing Agreement.)

2.Receivable Repurchased Pursuant to Section 3.02 of the
Standard Terms of the applicable Pooling and Servicing
Agreement (Servicer hereby certifies that any applicable
repurchase price has been credited to the Collection Account
as provided in the Pooling and Servicing Agreement.)

3.Receivable [to be] Liquidated (Servicer hereby certifies that
all proceeds of foreclosure, insurance or other liquidation
[have been finally received and credited] [when received shall
be credited] to the Collection Account pursuant to the related
Pooling and Servicing Agreement.)
<PAGE>
4.Receivable to be transferred to Risk Default Insurer for
liquidation (servicer hereby certifies that all proceeds of
insurance when received shall be credited to the Collection
Account pursuant to the related Pooling and Servicing
Agreement).

5.Receivable in Foreclosure

6.Other (explain)                                  
                                      


If box 1, 2, 3 or 4 above is checked, and if all or part of the
Custodian's Receivable File was previously released to us,
please deliver to us a copy of our previous request for release
on file with you, as well as any additional documents in your
possession relating to the above specified Receivable.

If box 5 or 6 above is checked, upon our return of all of the
above documents to you as Custodian, please acknowledge
your receipt by signing in the space indicated below, and
returning this form.

                                          
AEGIS AUTO FINANCE, INC.
Servicer


By:________________________________
                                          
                                          
                                          
                                          
                                          
                                           
Name:
                                          
                                          
                                          
                                          
                                           
Title:
                                          
Date:______________________________


Documents returned to Custodian:

NORWEST BANK MINNEAPOLIS, NATIONAL
ASSOCIATION,
 as Custodian


By:         _______________________________
   Name:
   Title:

Date:
   ______________________________<PAGE>


SCHEDULE D
RELEASE AND ASSIGNMENT
PURSUANT TO SECTION IV.N.
OF THE SERVICING AGREEMENT


Norwest Bank Minnesota, National Association, as custodian
(the "Custodian") for the Trustee of the Aegis Auto
Receivables Trust Series 199       created pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of            1, 199 -among Aegis Auto
Funding Corp. IV (the "Seller"), Norwest Bank Minnesota,
National Association, as backup servicer (the "Backup
Servicer") and as trustee (the "Trustee"), does hereby transfer,
assign and release to the Seller, without recourse,
representation or warranty of the Trustee, all of the Trustee's
right, title and interest in and to the Receivable and related
Custodian File (as defined in the Standard Terms of the related
Pooling and Servicing Agreement) identified as paid in full in
the attached Servicer's Request For Release of Documents,
and all security and documents relating thereto.

   IN WITNESS WHEREOF, I have hereunto set my
hand this      day of            199 .

Norwest Bank Minnesota, National Association, as Custodian


By ____________________________________
[Name]
[Title]