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                                  AMENDMENT NO. 1
                                         TO
                          INVESTMENT MANAGEMENT AGREEMENT

     This Amendment No. 1 (the "Amendment") is dated as of April 21, 1999
among 312 CERTIFICATE COMPANY, a Delaware corporation (the "Issuer"),
INTEGRITY CAPITAL ADVISORS, INC., a Delaware corporation (the "Portfolio
Manager"), and THE FIRST NATIONAL BANK OF CHICAGO, as Agent for the
Certificateholders (as such term is defined below).

                                     WITNESSETH:

     WHEREAS, the Issuer, the Portfolio Manager and the Agent are parties to
that certain Investment Management Agreement dated as of April 24, 1998 (as
amended from time to time, the "Agreement"); and

     WHEREAS, the Issuer, the Portfolio Manager and the Agent desire to amend
the Agreement in certain respects more fully described hereinafter;

     NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   DEFINED TERMS. Capitalized terms used herein and not otherwise defined
shall have their meanings as attributed to such terms in the Agreement.

     2.   AMENDMENTS TO THE AGREEMENT.

     2.1. Clauses (xvi) and (xvii) of the definition of "Eligible Security" in
Section 1 of the Agreement are amended to read in their entirety as follows:

          "(xvi)    if such Security bears interest at a fixed per annum rate,
                    as to which, at the time of the Issuer's acquisition of such
                    Security, will not cause the aggregate Fair Market Value of
                    all Securities owned by the Issuer which bear interest at a
                    fixed per annum rate (provided that such security is not
                    paired with one or more Permitted Hedging Transactions which
                    effectively convert the payment profile to that of a
                    floating-rate Security) to exceed 60.0% of the aggregate
                    Fair Market Value of all Securities owned by the Issuer; and

          (xvii)    which is not a leveraged future and is neither a
                    leveraged/speculative derivative nor a structured note
                    containing an imbedded leveraged/speculative derivative."

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     2.2. The definition of "Fair Market Value" in Section 1 of the Agreement
shall be amended by the insertion of "(a)" in the first line thereof after the
word "means," and the insertion of the following at the end thereof in place of
the period:

          "and (b) with respect to any hedging instruments, the mark-to-market
          value thereof determined in accordance with the procedures set forth
          in the Investment Guidelines under the section entitled
          Non-speculative Hedging Instruments."

     2.3. The definition of "Shortfall Amount" in Section 1 of the Agreement
shall be amended in its entirety to read as follows:

          "'SHORTFALL AMOUNT" means, on any date, the amount necessary to
          cause the Value Percentage (as defined in the Swap Transaction) to
          equal 97%."

     2.4. Section 1 of the Agreement shall be amended by the insertion of the
following definitions therein:

          "'ADDITIONAL TRUE UP AMOUNT" means, on any date, the positive
          difference, if any, of (i) the outstanding Invested Amount on such
          date, MINUS (ii) the sum of the aggregate Fair Market Value of all
          Securities and Short-Term investments owned by the Issuer on such date
          on deposit in the Custodial Account PLUS any free cash balance in the
          Custodial Account on such date.

          'PERMITTED HEDGING TRANSACTION' means a non-leveraged cap, floor, swap
          or similar transaction meeting the criterion set forth in the
          Investment Guidelines attached hereto as Exhibit A."

          'SECURED HEDGING TRANSACTION' means a Permitted Hedging Transaction
          between the Issuer and a counterparty which, at the time of execution
          of such transaction, was a Certificateholder."

     2.5. Section 2(b) of the Agreement shall be amended by the insertion of
"(i)" immediately prior to the heading "ACQUISITION OF SECURITIES", the
renumbering of sub-clauses (i) and (ii) to (A) and (B), and by the insertion
of the following at the end thereof:

          "(ii)     PERMITTED HEDGING TRANSACTIONS. Except as otherwise provided
                    herein, the Portfolio Manager is authorized, on behalf of
                    the Issuer, to enter into, amend, extend, assign, cancel or
                    terminate Permitted Hedging Transactions from time to time.
                    The Issuer understands and agrees to be bound by the terms
                    of any such action taken with respect to a Permitted Hedging
                    Transaction pursuant to the authority granted to the
                    Portfolio Manager by

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                    this Agreement, not withstanding a subsequent termination of
                    this Agreement as provided herein."

     2.6. Clauses (i) through (v) of Section 2(c) of the Agreement shall be
amended to read in their entirety as follows:

          "(i)      monitoring and enforcing on behalf of the Issuer compliance
                    with the terms of the Issuer's Securities by the Obligors
                    thereunder, compliance with the terms of the Permitted
                    Hedging Transactions with the counterparties thereto and
                    compliance with the terms of the Swap Agreement by the Swap
                    Provider thereunder;

          (ii)      recording, accounting for and enforcing payment of amounts
                    distributable or payable to the Issuer in connection with
                    each of the Swap Agreement, the Permitted Hedging
                    Transactions, and any Security or Short-Term Investment
                    acquired or held on behalf and for the account of the
                    Issuer, and arranging for payments on the Swap Agreement
                    from the Swap Provider, on the Permitted Hedging
                    Transactions from the counterparties thereto and on
                    Securities to be collected from the Obligors in respect
                    thereof on behalf of and for the account of the Issuer in
                    accordance with the terms of the Transaction Documents;

          (iii)     on the request of the Issuer, arranging for the sale or
                    other divestment of any Security in accordance with this
                    Agreement and the other Transaction Documents or for the
                    termination, cancellation, offsetting or assignment of
                    the Swap Agreement or any of the Permitted Hedging
                    Transactions;

          (iv)      holding, maintaining and preserving records with respect to
                    acquisitions of, or investments in, sales and divestitures
                    of, and distributions and payments in connection with,
                    Securities and Short-Term Investments and with respect to
                    the Swap Agreement and the Permitted Hedging Transactions;
                    and

          (v)       taking such other steps as may be necessary or appropriate
                    to enable the Issuer to perform its duties or exercise its
                    rights under or in connection with any Security, any
                    Short-Term Investment, the Swap Agreement or any Permitted
                    Hedging Transaction."

     2.7. Section 4 of the Agreement shall be amended (i) by replacing the
name "ARM Capital Advisors, LLC" appearing in the heading thereof with the
name "BlackRock Financial Management, Inc.", (ii) by replacing the third
sentence thereof with the following:

          "The Agent hereby consents to the appointment of BlackRock Financial
          Management, Inc. ("BlackRock"), as exclusive investment sub-Portfolio
          manager

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          to the Portfolio pursuant to the terms of that certain Investment
          Manager Agreement between ARM Financial Group, Inc. and BlackRock
          dated as of March 9, 1999, a copy of which has been furnished to the
          Agent."

     And (iii) by replace the last sentence thereof with the following:

          "Notwithstanding any such delegation of its obligations hereunder by
          the Portfolio Manager, the Portfolio Manager may continue to exercise
          all of its rights under this Agreement as if such delegation had not
          occurred, the Portfolio Manager's rights and obligations under this
          Agreement shall remain unchanged, and the Portfolio Manager shall
          remain solely responsible for the performance of its obligations
          hereunder."

     2.8. Section 5(a)(2) of the Agreement shall be amended by the insertion of
the following in the third line thereof immediately following "Short-Term
Investments":

          "or to the satisfaction of payment obligations arising under or in
          connection with Permitted Hedging Transactions, in each case"

     2.9. Section 5(b)(4) of the Agreement shall be amended to read in its
entirety as follows:

          "(4)   (a) to counterparties on Permitted Hedging Transactions for
                 the payment of any amounts due and payable thereunder or in
                 connection therewith and (b) to the Agent, for distribution to
                 or for the account of the Certificateholders and Letter of
                 Credit Banks for the payment of the accrued and unpaid
                 Certificate Yield due on such Settlement Date or any prior
                 Settlement Date;"

     2.10. Section 7 of the Agreement shall be amended by the insertion therein
of a new Section 7(n) which shall read in its entirety as follows:

          "PERMITTED HEDGING TRANSACTIONS. The Portfolio Manager agrees to
          maintain in effect all licenses, qualifications and franchises
          required under law or regulation in order to direct the investment in,
          manage and service each Permitted Hedging Transaction and will comply
          in all material respects with all other laws or regulations relating
          to such activity, in each case except where the failure to perform
          such obligations or maintain such qualifications would not be likely
          to have a material and adverse effect on (i) the Issuer's rights under
          a Permitted Hedging Transaction or (ii) the ability of the Portfolio
          Manager to perform its obligations under the Agreement. The Portfolio
          Manager (acting on the Issuer's behalf) will, subject to compliance
          with all laws and regulations, enforce the Issuer's rights under each
          Permitted Hedging Transaction in accordance with its respective terms
          and make to any counterparty thereto such reasonable demands and
          requests for information and reports or for action as the

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          Issuer is entitled to make thereunder. The Portfolio Manager shall
          instruct counterparties to Permitted Hedging Transactions to direct
          payments due to the Issuer from time to time thereunder (or in
          connection therewith) directly to the Custodial Account and shall mark
          its records with respect to such transactions with a legend that a
          security interest in the payments due to the Issuer from time to time
          thereunder (or in connection therewith) has been granted to the Agent,
          pursuant to the Pledge Agreement for the benefit of the
          Certificateholders. The Portfolio Manager agrees to update (in a
          manner satisfactory to the Agent) the reporting practices performed
          pursuant to Section 7(f) of the Agreement to account for the full and
          proper inclusion of reporting relating to Permitted Hedging
          Transactions (and counterparties thereto) in a manner consistent with
          the reporting performed for Securities and the Obligors thereof."

     2.11. The Investment Guidelines (attached to the Agreement as Exhibit A)
shall be amended as follows:

     (a)  The "Non-Speculative Hedging Instruments" line item appearing at the
          bottom of the table on page one of the Investment Guidelines shall be
          deleted together with footnote (5) relating thereto.

     (b)  Page three of the Investment Guidelines shall be amended by adding the
          following to the end thereof

          "5.    Securities lending shall be permitted, PROVIDED that such
          securities lending shall be subject to terms and conditions
          satisfactory to the Agent, including, without limitation, satisfactory
          documentation providing that the Agent will continue to have a first
          priority perfected security interest in any such securities or in any
          cash or cash equivalents collateralizing such securities lending
          arrangements."

     (c)  The first paragraph under the heading "Aggregate Portfolio Risk
          Parameters" on page three of the Investment Guidelines shall be
          amended by the insertion of the following at the end thereof:

          "The effective duration of each security will be measured after giving
          effect to any Non-Speculative Hedging Instruments paired therewith;
          PROVIDED that, for Non-Speculative Hedging Instruments that are
          in-the-money at the time of measurement, the counterparty to such
          Non-Speculative Hedging Instrument must be rated at least A3/A-."

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     (d)  The second sentence of the second paragraph under the heading
          "Aggregate Portfolio Risk Parameters" on page three of the Investment
          Guidelines shall be deleted and replaced with the following:

          "The average credit quality is calculated as the weighted average of
          the credit quality of the individual securities and Non-Speculative
          Hedging Instruments within the portfolio, with securities being
          weighted by their respective book values or market values as
          appropriate per the custodial arrangement and Non-Speculative Hedging
          Instruments being weighted as set forth below under the section
          entitled, 'Non-Speculative Hedging Instruments.'"

     (e)  The following sentence shall be inserted immediately following the
          third sentence of the third paragraph under the heading "Aggregate
          Portfolio Risk Parameters" on page three of the Investment Guidelines:

          "If an individual security or counterparty has an NAIC rating but no
          Moody's or S&P rating, then the following numerical values shall
          correspond to its NAIC rating: NAIC1-8, NAIC2-12, NAIC3-15."

     (f)  The section entitled "Non-Speculative Hedging Instruments" on page
          five of the Investment Guidelines shall be amended to read in its
          entirety as follows:

          "Caps, floors, swaps and similar transactions (or combinations
          thereof) may only be used as part of a hedging program to explicitly
          manage the interest rate risk profile of the Portfolio, may only be
          written if covered by specified securities (i.e., caps/floors at
          lifetime maximums/minimums for ARMs), may only otherwise be executed
          if they directly correspond to an unhedged fixed-rate security held in
          the Portfolio and will be sold, assigned or terminated prior to
          maturity as close as practicable to the time, if any, at which the
          corresponding security is sold from the Portfolio. There is no
          independent requirement to hedge the securities contained within the
          Portfolio, but no derivatives may be entered into for speculative
          purposes.

          The credit quality of acceptable counterparties (determined by
          reference to their long-term, unsecured debt rating), at the time of
          execution of each transaction, will be Aa3/AA- or better (unless
          otherwise approved by the Agent). If the credit quality of an existing
          counterparty shall fall below A3/A-, then any outstanding in-the-money
          hedging transactions with such counterparty will be sold, assigned or
          terminated prior to maturity as soon as is reasonably practicable.
          Notwithstanding the foregoing, if and to the extent a master netting
          agreement has been executed with such counterparty (and the Agent

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          determines the netting provisions therein to be enforceable upon a
          counterparty insolvency), then corrective action will only be required
          if and as necessary from time to time to eliminate any net
          in-the-money exposure with respect to the master netting agreement as
          a whole.

          Hedging instruments will be valued on an ongoing basis at their
          mark-to-market value (at the most disadvantageous side of the
          bid/offer spread) with out-of-the-money transactions being assigned a
          negative value and in-the-money transactions a positive value.
          Notwithstanding the foregoing, an in-the-money transaction (or, as
          appropriate, master netting agreement exposure) with a counterparty
          whose credit rating is below A3/A- shall be valued at zero. For
          purposes of calculating the average credit quality of the Portfolio,
          the only hedging instruments which shall be included are those which
          are in-the-money and with counterparties rated at least A3/A-.

          Aggregate exposure to any given counterparty (measured as the sum of
          in-the-money derivatives exposure plus the fair market value of any
          and all securities issued by such counterparty and held in the
          Portfolio) shall not be allowed to exceed 5% of the total value of the
          Portfolio from time to time."

     3.   REFERENCES TO PORTFOLIO. For purposes of clarification, all references
in the Agreement to the term "Portfolio" shall be deemed to include any and all
Permitted Hedging Transactions entered into by or on behalf of the Issuer.

     4.   CONSENT TO APPOINTMENT OF NEW SUB-PORTFOLIO MANAGER. By signing
below, the Agent hereby consents to the appointment of BlackRock Financial
Management, Inc. ("BlackRock"), as exclusive investment sub-Portfolio Manager
to the Portfolio pursuant to the terms of that certain Investment Manager
Agreement dated as of March 9, 1999, a copy of which has been provided to
Agent.

     5.   REPRESENTATIONS AND WARRANTIES. In order to induce the Agent to enter
into this Amendment, the Issuer and Portfolio Manager make the following
representations and warranties:

     5.1. The Portfolio Manager represents and warrants that the representations
and warranties set forth in Section 6 of the Agreement are true, correct and
complete on the date hereof as if made on and as of the date hereof.

     5.2. The Issuer represents and warrants that the execution and delivery of
this Amendment have been duly authorized by proper corporate proceedings and
that this Amendment and the Agreement (as amended by this Amendment) constitute
its valid and binding obligations.

     6.   EFFECTIVE DATE. This Amendment shall become effective as of the date

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above first written upon receipt by the Agent of (i) counterparts of this
Amendment duly executed by the Issuer and Portfolio Manager and (ii) duly
executed counterparts of the documents described in Section 5 of that certain
Amendment No. 1 to Face Amount Certificate Agreement dated as of the date hereof
among 312 Certificate Company, International Securitization Corporation and The
First National Bank of Chicago, as Agent.

     7.   RATIFICATION. The Agreement, as amended hereby, is hereby ratified,
approved and confirmed in all respects.

     8.   REFERENCE TO AGREEMENT.  From and after the effective date hereof,
each reference in the Agreement to "this Agreement", "hereof", or "hereunder"
or words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as amended by
this Amendment.

     9.   CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

     10.  EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, the Issuer, the Portfolio Manager and the Agent have
executed this Amendment as of the date first above written.

                              312 CERTIFICATE COMPANY

                              By: /s/ William D. Morris
                                 ----------------------------
                              Name: William D. Morris
                              Title: CEO


                              INTEGRITY CAPITAL ADVISORS, INC.

                              By: /s/ John R. McGeeney
                                 ----------------------------
                              Name: John R. McGeeney
                              Title: General Counsel and Chief Compliance
                                Officer

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                              THE FIRST NATIONAL BANK OF CHICAGO,
                              as Agent

                              By: /s/ Stephanie Wolf
                                 ----------------------------
                              Name: Stephanie Wolf
                              Title: First Vice President

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