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                       PURCHASE AND CONTRIBUTION AGREEMENT


                                     BETWEEN


                       NATIONAL AUTO FINANCE COMPANY, INC.


                                       AND


                      NATIONAL FINANCIAL AUTO FUNDING TRUST


                         ------------------------------


                          DATED AS OF DECEMBER 15, 1997



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                       PURCHASE AND CONTRIBUTION AGREEMENT
                       -----------------------------------


                  PURCHASE AND CONTRIBUTION AGREEMENT, dated as of December 15,
1997, by and between National Auto Finance Company, Inc., a Delaware corporation
("NAFI"), and National Financial Auto Funding Trust, a Delaware business trust
("National Financial").


                              W I T N E S S E T H :

                  In consideration of the mutual covenants herein contained,
NAFI and National Financial agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

                  SECTION 1.1 Incorporation of Definitions. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Sale and
Servicing Agreement (as amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof, the "Sale and Servicing Agreement"),
dated as of December 15, 1997, by and among National Financial, as Seller, NAFI,
as Servicer, Wilmington Trust Company, in its capacity as owner trustee of the
National Auto Finance 1998-1 Trust (the "Trust"), and Harris Trust and Savings
Bank, not in its individual capacity, but solely as Trust Collateral Agent and
Backup Servicer (the "Trust Collateral Agent").

                  SECTION 1.2. Other Definitions. When used in this Agreement,
the following words and phrases shall have the following meanings:

                  "Bankruptcy Event" means the occurrence of either of the
following with respect to either NAFI or National Financial:

                  (a) a case or other proceeding shall be commenced, without the
application or consent of NAFI or National Financial, as applicable, in any
court, seeking the liquidation, reorganization, debt arrangement, dissolution,
winding up, or composition or readjustment of debts of NAFI or National
Financial, as applicable, the appointment of a trustee, receiver, custodian,
liquidator, assignee, sequestrator or the like for NAFI or National Financial,
as applicable, or for any substantial part of its assets, or any similar action
with respect to NAFI or National Financial, as applicable, under any law
(foreign or domestic) relating to bankruptcy, insolvency, receivership,
reorganization, winding up or composition or adjustment of debts, and such case
or proceeding shall continue undismissed, or unstayed and in effect, for a
period of 60 (sixty) days or an order for relief in respect of NAFI or National
Financial, as applicable, shall be entered in an involuntary case under the
federal bankruptcy laws or other similar laws (foreign or domestic) now or
hereafter in effect; or

                  (b) NAFI or National Financial, as applicable, shall commence
a voluntary case or other proceeding under any applicable bankruptcy,
insolvency, receivership, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment of

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or taking possession by a trustee, receiver, custodian, liquidator, assignee,
sequestrator or the like for NAFI or National Financial, as applicable, or for
any substantial part of its assets, or shall make any general assignment for the
benefit of creditors, or shall fail to, or admit in writing its inability to,
pay its debts generally as they become due.

                  "Collection Date" means, with respect to a Receivable, the
date in each Due Period on which a scheduled payment on such Receivable is due.

                  "Conveyance"  has the meaning given in Section 2.3(c).

                  "Cut-off Date" means, with respect to an Initial Receivable,
the Initial Cut-off Date, and with respect to any Subsequent Receivable, the
applicable Subsequent Cut-off Date.

                  "Individual Sold Balance" means, with respect to any
Receivable, the original principal balance of such Receivable reduced by the
portion of each payment received thereon before the applicable Cut-off Date that
would represent principal if such payments were allocated to the principal of
and interest on such Receivable based on the amortization method provided in the
Contract.

                  "Insurance Proceeds" means proceeds paid by any insurer
pursuant to any insurance policy covering a Financed Vehicle or the related
Obligor.

                  "Liquidation Proceeds" means, with respect to a Liquidated
Receivable, all amounts (including without limitation, Insurance Proceeds)
realized with respect to such Receivable net of amounts that are required to be
refunded to the Obligor on such Receivable; provided however, that the
Liquidation Proceeds with respect to any Receivable shall in no event be less
than zero.

                  "Master Trust" means the National Financial Auto Receivables
Master Trust.

                  "Purchase Price" has the meaning given in Section 2.1(c).

                  "Receivable" means each motor vehicle retail installment sale
contract and security agreement (including any and all rights to receive
payments thereunder on and after the applicable Cut-off Date and security
interests in the Financed Vehicle securing such contract or note) assigned and
transferred to National Financial hereunder as of the Closing Date or a
Subsequent Transfer Date and not reassigned, retransferred or otherwise released
in accordance herewith, each such Receivable being identified in the Receivables
Schedule attached hereto as Schedule 1 or a Receivables Schedule attached to a
Subsequent Transfer Agreement, as applicable.

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                  "Receivable Assets" means the assets sold, transferred,
conveyed and assigned by NAFI to National Financial pursuant to this Agreement,
which consist of (i) all Receivables identified in the Receivables Schedules
attached to the Conveyances delivered hereunder on each Subsequent Transfer Date
and all monies received thereon on or after the related Cut-off Date (including
amounts due on or before the Cut-off Date but received by NAFI on or after such
Cut-off Date); (ii) any proceeds and the right to receive proceeds with respect
to the Receivables from claims on any physical damage, credit life or disability
insurance policies covering Financed Vehicles or Obligors, including rebates of
insurance premiums relating to the Receivables and any proceeds from the
liquidation of the Receivables; (iii) all rights against Dealers pursuant to
Dealer Agreements or against Originators pursuant to Originator Agreements; (iv)
the related Receivable Files and any and all other documents that NAFI keeps on
file in accordance with its customary procedures relating to the Receivables,
the Obligors or the Financed Vehicles; (v) property (including the right to
receive future Liquidation Proceeds) that secures a Receivable and that has been
acquired by or on behalf of the Trust pursuant to liquidation of such
Receivable; (vi) all funds on deposit from time to time in the Trust Accounts
(less all investments and proceeds thereof) and all rights of the Issuer
therein; and (vii) the proceeds of any and all of the foregoing.

                  "Receivable Documents" means, with respect to a Receivable,
all Receivable papers and documents (including those contained in the Receivable
File) and all other papers and records (including computerized data) of whatever
size or description, whether developed or originated by NAFI, a Dealer,
Originator or another Person, required to document the Receivable or to service
the Receivable.

                  "Receivable Files" means, with respect to a Receivable, the
fully executed original of such Receivable; the assignment of such Receivable by
a Dealer or Originator to NAFI, the original Title Document or UCC financing
statement evidencing that the security interest in a Financed Vehicle granted to
NAFI under such Receivable has been perfected under applicable public state law
(except for any Title Documents or UCC financing statements not returned from
the applicable records office, in which case NAFI will deliver to National
Financial, on the Closing Date or the Subsequent Transfer Date, as the case may
be, an Officer's Certificate of NAFI indicating that the original of such Title
Document has been applied for at, or the original of such UCC financing
statement was delivered to, such public office and shows NAFI as the lienholder
or secured party and that NAFI will deliver the originals thereof when returned
from such office); the original of any assumption agreement or any modification,
extension or refinancing agreement; and the original application of the related
Obligor to obtain the financing extended by such Receivable.

                  "Receivables Schedule" means the Schedule of Receivables
attached hereto as Schedule 1 or attached as Schedule 1 to any Conveyance
delivered hereunder, such Schedule identifying each Receivable by name of the
Obligor and setting forth as to each Receivable its Individual Sold Balance as
of the Cut-off-Date, loan number, Receivable Rate, scheduled monthly payment of
principal and interest, final maturity date and original principal amount.

                  "Unearned Financing Charge" means, with respect to any
Receivable, the amount of the add-on finance charge that, under the term of the
Receivable, would be required to be refunded or credited to the related Obligor
in accordance with such Receivable if such Receivable were then prepaid in full.

<PAGE>
                                   ARTICLE II

                         PURCHASE SALE AND CONTRIBUTION

                  SECTION 2.1.Purchase and Contribution. (a) Subject to and on
the terms and conditions set forth herein, NAFI hereby transfers, conveys and
assigns, without recourse except as expressly set forth herein, as a
contribution of capital to National Financial, all of its right, title and
interest in and to (i) the Receivables identified on the Receivables Schedule
attached hereto as Schedule 1 and all monies received thereon on or after the
Initial Cut-off Date (including amounts due on or before the Initial Cut-off
Date but received by NAFI on or after the Initial Cut-off Date) and (ii) the
other Receivable Assets related thereto.

                  (b) Pursuant to and in connection with the transfer of certain
retail installment sale contracts or promissory notes or other financing
documents for a new or used motor vehicles and certain other property related
thereto by Bankers Trust Company ("Bankers Trust"), as trustee of the National
Financial Auto Receivables Master Trust (the "Master Trust"), to National
Financial Auto Funding Trust II, a Delaware business trust ("Funding Trust II"),
under the Assignment Agreement dated as of December 15, 1997 (the "Assignment
Agreement"), between Bankers Trust and Funding Trust II, and by Funding Trust II
to National Financial under the Sale Agreement dated as of December 15, 1997
(the "Sale Agreement") between Funding Trust II and National Financial, NAFI
hereby transfers, conveys and assigns, without recourse except as expressly set
forth herein, all of NAFI's rights against Dealers under the Dealer Agreements
and Originators under the Originator Agreements with respect to such retail
installment sales contracts, promissory notes or other financing documents, to
the extent such rights have not been previously conveyed by NAFI to Funding
Trust II and by Funding Trust II to the Master Trust.

                  (c) Subject to and on the terms and conditions set forth
herein, NAFI hereby agrees to sell, transfer, convey and assign, without
recourse except as expressly provided herein, all of its right, title and
interest in and to the Receivable Assets to National Financial on each
Subsequent Transfer Date. National Financial agrees to pay to NAFI on each
Subsequent Transfer Date as the purchase price (the "Purchase Price") for the
Receivable Assets sold hereunder on such date an amount equal to 100% of the
Aggregate Principal Balance of the Receivables included in such Receivable
Assets as of the related Cut-off Date.

                  (d) NAFI may from time to time during the term of this
Agreement and in its sole discretion, elect to contribute capital to National
Financial in the form of Receivables and Receivable Assets conveyed hereunder,
in an amount equal to the excess of (i) the Principal Balance of Receivables
included in Receivable Assets conveyed on any Subsequent Transfer Date over (ii)
the amount of the cash Purchase Price paid by National Financial to NAFI on such
Subsequent Transfer Date.

                  SECTION 2.2.Filings. On or prior to the Closing Date, NAFI
shall have filed in the office of the Secretary of State of Florida a UCC
financing statement, appropriate under the applicable UCC, to reflect the
transfer of the Receivables identified on the Receivables Schedule attached
hereto as Schedule 1 and the other Related Assets related thereto by NAFI to
National Financial on the Closing Date and the Receivable Assets to be
transferred from NAFI to National Financial on any Subsequent Transfer Date and
to protect National Financial's interest in the Receivable Assets against all
other Persons. NAFI shall thereafter file any appropriate continuation
statements in respect thereof.

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                  SECTION 2.3. Sales. (a) During the Pre-Funding Period,
National Financial shall, to the extent permitted by the Sale and Servicing
Agreement, use funds on deposit in the Pre-Funding Account established under the
Sale and Servicing Agreement to purchase Subsequent Receivables and other
Receivable Assets from NAFI. On or prior to each Subsequent Transfer Date, NAFI
shall notify National Financial in writing of the outstanding principal amount
of eligible Receivables included in Receivable Assets available to be sold and
conveyed by NAFI to National Financial on such Subsequent Transfer Date pursuant
to this Agreement, and subject to the terms and conditions of this Agreement,
NAFI shall, on the applicable Subsequent Transfer Date, sell and convey to
National Financial eligible Receivables and other Receivable Assets having an
aggregate outstanding principal amount equal to the amount specified in such
written notice. Each Subsequent Transfer Date shall be on the date and at the
time and place mutually agreed upon by National Financial and NAFI with the
prior written consent of the Insurer. Payment of the Purchase Price for the
Subsequent Receivables and other Receivable Assets sold and conveyed on a
Subsequent Transfer Date shall be made by National Financial to NAFI. National
Financial's obligation to purchase Subsequent Receivables and other Receivable
Assets shall be limited by the amount of funds available for such purchase in
the Pre-Funding Account pursuant to the Sale and Servicing Agreement and shall
be subject to the satisfaction of the conditions in the Sale and Servicing
Agreement.

                  (b) On or prior to the Closing Date, NAFI shall (i) deliver to
National Financial or such other Person as National Financial shall direct the
original motor vehicle retail installment sale contracts, duly endorsed by NAFI
and the Receivable Files with respect to each Initial Receivable included in the
Receivable Assets then being sold to National Financial, (ii) deliver to
National Financial or such other Person as National Financial shall direct cash
equal to all payments received by NAFI on such Initial Receivables on or after
the Initial Cut-off Date and on or before two Business Days prior to such
Initial Transfer Date. Within two Business Days after such Initial Transfer
Date, NAFI shall deliver to National Financial or such other Person as National
Financial shall direct all other payments received by NAFI on such Initial
Receivables on or after the applicable Cut-off Date and on or before the Closing
Date. National Financial hereby directs NAFI to deliver the materials referenced
in the preceding clause (i) of the second preceding sentence to OFSA, as
Custodian, and hereby directs NAFI to remit any payments received by NAFI and
referenced in the preceding sentence or in clause (ii) of the second preceding
sentence to the Collection Account.

                  (c) On or prior to any Subsequent Transfer Date, NAFI shall
(i) deliver to National Financial a conveyance instrument substantially in the
form attached hereto as Exhibit A (a "Conveyance") with respect to the
Receivable Assets sold and conveyed hereunder on such Subsequent Transfer Date,
(ii) deliver to National Financial or such other Person as National Financial
shall direct the original motor vehicle retail installment sale contracts, duly
endorsed by NAFI and the Receivable Files with respect to each Subsequent
Receivable included in the Receivable Assets then being sold to National
Financial, (iii) deliver to National Financial or such other Person as National
Financial shall direct cash equal to all payments received by NAFI on such
Subsequent Receivables on or after the applicable Cut-off Date and on or before
two Business Days prior to such Subsequent Transfer Date. Within two Business

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Days after such Subsequent Transfer Date, NAFI shall deliver to National
Financial or such other Person as National Financial shall direct all other
payments received by NAFI on such Subsequent Receivables on or after the
applicable Cut-off Date and on or before such Subsequent Transfer Date. National
Financial hereby directs NAFI to deliver the materials referenced in the
preceding clause (ii) of the second preceding sentence to OFSA, as Custodian,
and hereby directs NAFI to remit any payments received by NAFI and referenced in
the preceding sentence or in clause (iii) of the second preceding sentence to
the Collection Account.

                  SECTION 2.4.No Recourse. Except as specifically provided in
this Agreement, the sale and purchase of Receivables and other Receivable Assets
under this Agreement shall be without recourse to NAFI; provided that NAFI shall
be liable to National Financial for all representations, warranties and
covenants made by NAFI pursuant to the terms of this Agreement, it being
understood that such obligations of NAFI do not constitute recourse for the
credit risk of the Obligors.

                  SECTION 2.5. True Sales. NAFI and National Financial intend
that the transactions contemplated hereby be true sales of Receivables and other
Receivable Assets by NAFI to National Financial providing National Financial
with the full benefits of ownership of the Receivables and other Receivable
Assets free and clear of any Liens, and neither NAFI nor National Financial
intends the transactions contemplated hereby to be, or for a purpose to be
characterized as, a loan from National Financial to NAFI. NAFI shall reflect
sales of the Receivable Assets hereunder on its balance sheet and other
financial statements as sales of assets, and shall treat such sales as sales for
all purposes. NAFI will respond to third party inquiries by indicating that the
Receivables have been sold.

                  SECTION 2.6. Receipt of Payments after Closing Date and
Subsequent Transfer Dates. National Financial shall be entitled to all payments
received or receivable with respect to any Receivable or Subsequent Receivable
sold and conveyed by NAFI to National Financial hereunder that are received on
and after the applicable Cut-off Date. If NAFI receives any payment on a
Receivable belonging to the Trust, NAFI promptly shall turn such payment over to
the Trust Collateral Agent not later than two Business Days after receipt for
deposit in the Collection Account.

                  SECTION 2.7. Servicing of Receivables. Consistent with
National Financial's ownership of the Receivable Assets, National Financial
shall have the sole right to service, administer and collect the Receivables, to
assign such right and to delegate such right to others. In consideration of
National Financial's purchase of the Receivable Assets, NAFI agrees to cooperate
fully with National Financial to facilitate the full and proper performance of
such duties and obligations for the benefit of National Financial.

                  SECTION 2.8. Other Sales. Prior to the end of the Pre-Funding
Period, NAFI shall not sell, transfer, convey or assign any motor vehicle retail
installment sale contract originated or purchased by it, except as follows: (i)
NAFI may sell, transfer, convey and assign any such motor vehicle retail
installment sale contract to National Financial pursuant to this Agreement; (ii)
NAFI may sell, transfer, convey and assign to any Person, without limitation,
any such motor vehicle retail installment sale contract that does not comply
with the representations and warranties set forth in Section 4.1(b) or, if

<PAGE>
included in the Trust Property, would result in a violation of clause (v) of
Article III; and (iii) NAFI may sell, transfer, assign and convey such motor
vehicle retail installment sale contract to any Person, without limitation,
pursuant to a warehouse lending, repurchase or other similar arrangement for the
financing of the Receivable Assets pending transfer to NAFI hereunder on the
next Subsequent Transfer Date.

                  SECTION 2.9. Protection of Title to Interest.

                  (a) NAFI shall execute and file such financing statements and
cause to be executed and filed such continuation and other statements, all in
such manner and in such places as may be required by law fully to preserve,
maintain and protect the interest of National Financial, the Trust, the Trust
Collateral Agent and the Insurer under this Agreement in the Trust Property and
in the proceeds thereof. NAFI shall deliver (or cause to be delivered) to
National Financial and the Insurer file-stamped copies of, or filing receipts
for, any document filed as provided above, as soon as available following such
filing.

                  (b) NAFI shall not change its name, identity or corporate
structure in any manner that would, could or might make any financing statement
or continuation statement filed by National Financial in accordance with
paragraph (a) above seriously misleading within the meaning of Section 9-402(7)
of the UCC, unless it shall have given the Trust Collateral Agent and the
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) at least 60 days prior written notice thereof, and shall promptly
file appropriate amendments to all previously filed financing statements and
continuation statements as may be required to preserve and protect National
Financial's interest in the Receivable Assets, which filings shall be made no
later than 30 days after the effective date of any such change.

                  (c) NAFI shall give National Financial, the Trust Collateral
Agent and the Insurer at least 60 days prior written notice of any relocation of
its principal executive office if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new financing
statement, and shall promptly file appropriate amendments to all previously
filed financing statements and continuation statements as may be required to
preserve and protect National Financial's interest in the Receivable Assets,
which filings shall be made no later than 30 days after the effective date of
any such change. NAFI shall at all times maintain each office from which it
services Receivables and its principal executive office within the United States
of America.

                  (d) If at any time NAFI proposes to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender or other transferee, NAFI shall give to such
prospective purchaser, lender or other transferee computer tapes, records or
printouts (including any restored from backup archives) that, if they refer in
any manner whatsoever to any Receivable, indicate clearly that such contract has
been sold and is owned by the Trust unless such Receivable has been paid in full
or repurchased by NAFI, National Financial or the Servicer.

                  (e) NAFI shall permit National Financial, the Trust Collateral
Agent, the Insurer and their respective agents, at any time to inspect, audit
and make copies of and abstracts from NAFI's records regarding any Receivables
or any other portion of the Trust Property.

<PAGE>
                  (f) NAFI shall furnish to National Financial, the Trust
Collateral Agent and the Insurer at any time upon request a list of all
Receivables then held as part of the Trust Property, together with a
reconciliation of such list to the Receivables Schedules and to each of the
Servicer's statements furnished before such request indicating removal of
Receivables from the Trust Property. The Trust Collateral Agent shall hold any
such list and Receivables Schedules for examination by interested parties during
normal business hours at the Corporate Trust Office upon reasonable notice by
such Persons of their desire to conduct an examination.

                                  ARTICLE III

                              CONDITIONS PRECEDENT

                  SECTION 3.1.National Financial's obligation to purchase
Receivable Assets hereunder on the Closing Date shall be subject to the
execution, delivery and effectiveness of the Sale and Servicing Agreement and
the Indenture and the delivery of the purchase price for the Notes to the Trust
by the initial purchasers thereof. In addition, the obligation of National
Financial to purchase Receivable Assets hereunder on each Subsequent Transfer
Date shall be further subject to the satisfaction of the following conditions on
or before such Subsequent Transfer Date:

          (i) all representations and warranties of NAFI contained in Section
          4.1(a) shall be true and correct and all representations and
          warranties of NAFI in Section 4.1(b) shall be true and correct with
          respect to the Receivables sold, transferred, conveyed and assigned to
          National Financial on such Subsequent Transfer Date, in each case, on
          and as of such Subsequent Transfer Date, as the case may be;

          (ii) on such Subsequent Transfer Date, NAFI shall have duly completed
          and executed to National Financial a Conveyance conforming to the
          requirements of Section 2.3(b) or 2.4(b), as applicable;

          (iii) on or before such Subsequent Transfer Date, (a) NAFI shall have
          delivered to National Financial or such other Person as National
          Financial shall direct the original motor vehicle retail installment
          sale contract, duly endorsed by NAFI to National Financial, and the
          Receivable Files that relate to each Receivable included in the
          Receivable Assets then being sold by NAFI to National Financial and
          (b) NAFI shall have performed all other obligations then required to
          be performed by it pursuant to this Agreement, including, without
          limitation, Sections 2.2 and 2.3(b) or 2.3(c), as applicable;

          (iv) no Bankruptcy Event or Servicer Termination Event shall have
          occurred and be continuing on and as of such Subsequent Transfer Date;

          (v) as of such Subsequent Transfer Date, the Receivables then in the
          Trust Property, together with the Subsequent Receivables to be
          transferred to National Financial on such Subsequent Transfer Date,
          shall meet the following criteria (computed based on the
          characteristics of the Subsequent Receivables as of the applicable
          Subsequent Cut-off Date): (A) the weighted average Interest Rate of
          the Receivables shall not be less than 18.0%, (B) the weighted average

<PAGE>
          remaining term of the Receivables shall not be greater than 55 months,
          and (C) not more than 80% of the Aggregate Principal Balance
          Receivables shall represent loans to finance the purchase of used
          Financed Vehicles and (D) the final scheduled payment date on the
          Receivable with the latest maturity shall not be later than April 21,
          2003; and

          (vi) all conditions precedent in Section 2.2 of the Sale and Servicing
          Agreement to the transfer and assignment of such Subsequent
          Receivables to the Trust pursuant to the Sale and Servicing Agreement
          shall have been satisfied.

                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

                  SECTION 4.1.(a) NAFI hereby represents, warrants and covenants
to National Financial on and as of the Closing Date and each Subsequent Transfer
Date that:

          (i) NAFI is a Delaware corporation duly organized, validly existing,
          and in good standing under the laws of the state of its incorporation
          and has all licenses and approvals necessary to carry on its business
          as now being conducted and shall appoint and employ agents or
          attorneys in each jurisdiction where it shall be necessary to take
          action under this Agreement; NAFI has the full power and authority to
          own its property, to carry on its business as presently conducted, and
          to execute, deliver and perform this Agreement; the execution,
          delivery and performance of this Agreement (including all instruments
          of transfer to be delivered pursuant to this Agreement) by NAFI and
          the consummation of the transactions contemplated hereby have been
          duly and validly authorized; this Agreement evidences the valid,
          binding and enforceable obligation of NAFI (subject to applicable
          bankruptcy and insolvency laws and other similar laws affecting the
          enforcement of creditors' rights generally and to general principles
          of equity, regardless of whether enforcement is sought in a proceeding
          in equity or at law); and all requisite corporate action has been
          taken by NAFI to make this Agreement valid and binding upon NAFI
          (subject as aforesaid in the preceding clause);

          (ii) NAFI is not required to obtain the consent of any other party or
          obtain the consent, license, approval or authorization of, or make any
          registration or declaration with, any governmental authority, bureau
          or agency in connection with the execution, delivery, performance,
          validity or enforceability of this Agreement except for those which
          have been obtained;

          (iii) the consummation of the transactions contemplated by this
          Agreement will not result in the breach of any term or provision of
          the bylaws of NAFI or result in the breach of any term or provision
          of, or conflict with or constitute a default (with or without notice,
          lapse of time, or both) under or result in the acceleration of any
          obligation under, any material agreement, indenture or loan or credit
          agreement or other instrument to which NAFI or its property is
          subject, or result in the violation of any law (including, without
          limitation, any bulk transfer or similar law), rule, regulation,
          order, judgment or decree to which NAFI or its property or the
          Receivables are subject;

<PAGE>
          (iv) no statement, report or other document furnished or to be
          furnished pursuant to this Agreement or in connection with the
          transaction contemplated hereby contains or will, when furnished,
          contain any untrue statement of a material fact or omits or will, when
          furnished, omit to state a material fact necessary to make the
          statements contained therein not misleading, in light of the
          circumstances under which they were made;

          (v) neither NAFI nor any of its subsidiaries or Affiliates is a party
          to, bound by or in breach or violation of any indenture or other
          agreement or instrument, or is subject to or in violation of any
          statute, order or regulation of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over
          it, which materially and adversely affects, or may in the future
          materially and adversely affect, the ability of NAFI to perform its
          obligations under this Agreement;

          (vi) there are no actions, suits or proceedings pending or, to the
          knowledge of NAFI, threatened against NAFI, before or by any court,
          regulatory body, administrative agency, arbitrator or governmental
          body with respect to any of the transactions contemplated by this
          Agreement, which will, if determined adversely to NAFI, affect the
          validity or enforceability hereof or materially and adversely affect
          NAFI's ability to perform its obligations under this Agreement;

          (vii) NAFI has obtained or made all necessary consents, approvals,
          waivers and notifications of creditors, lessors and other
          non-governmental persons, in each case, in connection with the
          execution and delivery of this Agreement, and the consummation of all
          the transactions herein contemplated;

          (viii) NAFI shall not take any action to impair National Financial's
          rights in any Receivable; and

          (ix) NAFI is solvent and will not become insolvent after giving effect
          to the transactions contemplated hereunder and under the Transaction
          Documents; NAFI is paying its debts as they become due; NAFI, after
          giving effect to the contemplated transactions, will have adequate
          capital to conduct its business.

                  NAFI shall indemnify National Financial and the Insurer and
hold National Financial and the Insurer harmless against any loss and damages
resulting from a breach of the representations and warranties set forth in
Section 4.1(a).

                  (b) NAFI hereby represents and warrants to National Financial
as of the Closing Date with respect to the Initial Receivables contributed and
conveyed to National Financial on the Closing Date by NAFI pursuant to this
Agreement and the Initial Receivables sold and conveyed to National Financial on
the Closing Date by National Financial Auto Funding Trust II ("Funding Trust
II") and as of each Subsequent Transfer Date with respect to the Subsequent
Receivables sold and conveyed to National Financial on such Subsequent Transfer
Date by NAFI (unless another date or time period is otherwise specified or
indicated in the particular representation or warranty):

<PAGE>
(i)      the information regarding such Receivables set forth in the applicable
         Receivables Schedule is true and correct in all material respects at
         the applicable Cut-off Date; each Receivable was originated in the
         United States of America and at the time of origination, materially
         conformed to all requirements of the NAFI underwriting policies and
         guidelines then in effect; and no Obligor is the United States of
         America or any state or any agency, department, subdivision or
         instrumentality thereof;

          (ii) immediately prior to the Closing Date or such Subsequent Transfer
          Date, as the case may be, Funding Trust II or NAFI, as the case may
          be, had a valid and enforceable security interest in the related
          Financed Vehicle, and such security interest had been duly perfected
          and was prior to all other present and future liens and security
          interests (except future tax liens and liens that, by statute, may be
          granted priority over previously perfected security interests) that
          exist or may hereafter arise, and Funding Trust II or NAFI, as
          applicable, had the full right to assign such security interest to
          National Financial;

          (iii) on and after the Closing Date or such Subsequent Transfer Date,
          as the case may be, there shall exist under the Receivable a valid,
          subsisting and enforceable first priority perfected security interest
          in the Financed Vehicle securing such Receivable (other than, as to
          the priority of such security interest, any statutory lien arising by
          operation of law after the Closing Date or the Subsequent Transfer
          Date, as the case may be, which is prior to such interest) and at such
          time as enforcement of such security interest is sought there shall
          exist a valid, subsisting and enforceable first priority perfected
          security interest in such Financed Vehicle in favor of National
          Financial or its assigns (other than, as to the priority of such
          security interest, any statutory lien arising by operation of law
          after the Closing Date or such Subsequent Transfer Date, as the case
          may be, which is prior to such interest);

          (iv) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, no such Receivable has been sold, assigned or pledged to
          any other Person other than an endorsement to the Servicer for
          purposes of servicing or if any such Receivable has been pledged, such
          pledge has been released, and immediately prior to the transfer and
          assignment contemplated by this Agreement or the Sale Agreement, NAFI
          or National Financial Auto Funding Trust II, as applicable, has good
          and marketable title to each such Receivable free and clear of any
          lien, encumbrance, equity, pledge, charge, claim or security interest
          and is the sole owner thereof and has full right to transfer each such
          Receivable to National Financial and, upon the transfers pursuant to
          Article II or the Sale Agreement, as applicable, National Financial
          will have good and marketable title to each such Receivable clear of
          any lien, encumbrance, equity, pledge, charge, claim, security
          interest or rights of others; the purchase of each such Receivable by
          NAFI from a Dealer or Originator was not an extension of financing to
          such Dealer or Originator. No Dealer or Originator has a participation
          in, or other right to receive, proceeds of any Receivable. None of
          NAFI, Funding Trust II, the Master Trust, National Financial or the
          Originators has taken any action to convey any right to any Person
          that would result in such Person having a right to payments received
          under the related insurance policies, Dealer Agreement or Originator
          Agreement or to payments due under such Receivable;

<PAGE>
          (v) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, no such Receivable is delinquent for more than thirty
          days in payment as to any scheduled payment;

          (vi) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, there is no lien against any related Financed Vehicle for
          delinquent taxes;

          (vii) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, there is no right of rescission, offset, defense or
          counterclaim to the obligation of the related Obligor to pay the
          unpaid principal or interest due under such Receivable; the operation
          of the terms of such Receivable or the exercise of any right
          thereunder will not render such Receivable unenforceable in whole or
          in part or subject to any right of rescission, offset, defense or
          counterclaim, and no such right of rescission, offset, defense or
          counterclaim has been asserted;

          (viii) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, no such Receivable is assumable by another Person in a
          manner which would release the Obligor thereon from such Obligor's
          obligations to National Financial with respect to such Receivable;

          (ix) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, there are no prior liens or claims for work, labor or
          material affecting any related Financed Vehicle which are or may
          become a lien prior to or equal with the security interest granted by
          such Receivable;

          (x) each such Receivable, and the sale of the Financed Vehicle
          securing such Receivable, where applicable, complied, at the time it
          was made and as of the Closing Date or related Subsequent Transfer
          Date, as applicable, in all material respects with applicable state
          and federal laws (and regulations thereunder), including, without
          limitation, usury, disclosure and consumer protection laws, equal
          credit opportunity, fair-credit reporting, truth-in-lending or other
          similar laws, the Federal Trade Commission Act, and applicable state
          laws regulating retail installment sales contracts and loans in
          general and motor vehicle retail installment sales contracts and loans
          in particular, and the receipt of interest on, and the ownership of,
          such Receivable by National Financial will not violate any such laws;

          (xi) each such Receivable is a legal, valid and binding obligation of
          the Obligor thereunder and is enforceable in accordance with its
          terms, except only as such enforcement may be limited by laws
          affecting the enforcement of creditors' rights generally whether
          enforcement is sought in a proceeding in equity or at law, and all
          parties to such Receivable had full legal capacity to execute such
          Receivable and all documents related thereto and to grant the security
          interest purported to be granted thereby at the time of execution and
          grant;

<PAGE>
          (xii) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, the terms of each such Receivable have not been impaired,
          waived, altered or modified in any respect, except by written
          instruments that are part of the Receivable Documents, and no such
          Receivable has been satisfied, subordinated or rescinded;

          (xiii) at the time of origination of each such Receivable, the
          proceeds of such Receivable were fully disbursed, there is no
          requirement for future advances thereunder, and all fees and expenses
          in connection with the origination of such Receivable have been paid;

          (xiv) as of the Closing Date or such Subsequent Transfer Date, as the
          case may be, there is no default, breach, violation or event of
          acceleration existing under any such Receivable (except payment
          delinquencies permitted by subparagraph (v) above) and no event which,
          with the passage of time or with notice or with both, would constitute
          a default, breach, violation or event of acceleration under any such
          Receivable or would otherwise affect the value or marketability of
          such contract; and NAFI, Funding Trust II or the Master Trust have not
          waived any such default, breach, violation or event of acceleration
          and as of the applicable Cut-off Date, the related Financed Vehicle
          has not been repossessed;

          (xv) at the origination date of each such Receivable, the related
          Financed Vehicle was covered by a comprehensive and collision
          insurance policy (a) in an amount at least equal to the lesser of (1)
          and actual cash value of the related Financed Vehicle or (2) the
          unpaid balance owing on such Receivable, less the related Unearned
          Financing Charge, (b) naming NAFI as a loss payee and (c) insuring
          against loss and damage due to fire, theft, transportation, collision
          and other risks generally covered by comprehensive and collision
          coverage; each Receivable requires the Obligor to maintain physical
          loss and damage insurance, naming NAFI as an additional insured party;

          (xvi) each such Receivable was acquired by NAFI from either a Dealer
          or an Originator with which it ordinarily does business; such Dealer
          or Originator, as applicable, had full right to assign to NAFI such
          Receivable and the security interest in the related Financed Vehicle
          (and the Dealer that assigned any such Receivable to any such
          Originator had full right to assign to such Originator such Receivable
          and the security interest in the related Financed Vehicle) and the
          Dealer's or Originator's assignment thereof to NAFI is legal, valid
          and binding (and any such assignment by any Dealer to any Originator
          is legal, valid and binding) and the Master Trust had full right to
          assign to NAFI or Funding Trust II, as the case may be, such
          Receivable and the security interest in the related Financed Vehicle
          and NAFI or Funding Trust II, as the case may be, had full right to
          assign to National Financial such Receivable and the security interest
          in the related Financed Vehicle and NAFI's or Funding Trust II's
          assignment thereof to National Financial is legal, valid and binding;

          (xvii) each such Receivable contains customary and enforceable
          provisions such as to render the rights and remedies of the holder
          thereof adequate for the realization against the related Financed
          Vehicle of the benefits of the security;

<PAGE>
          (xviii) scheduled payments under each such Receivable are due monthly
          (or, in the case of the first payment, no later than the forty-fifth
          day after the date of the Receivable) in substantially equal amounts
          to maturity (other than with respect to those Receivables designated
          as balloon contracts on the related Receivables Schedule), and will be
          sufficient to fully amortize such Receivable at maturity, assuming
          that each scheduled payment is made on its Due Date; such scheduled
          payments are applicable only to payment of principal and interest on
          such Receivable and not to the payment of any insurance premiums
          (although the proceeds of the extension of credit on such Receivable
          may have been used to pay insurance premiums); the original term to
          maturity of such Receivable was not more than 60 months;

          (xix) the collection practices used with respect to each such
          Receivable have been in all material respects legal, proper, prudent
          and customary in the automobile installment sales contract or
          installment loan servicing business;

          (xx) there is only one original of each such Receivable, the Servicer
          or a Sub-Servicer is currently in possession of the Receivable
          Documents for such Receivable and there are no custodial agreements in
          effect adversely affecting the right of NAFI to make the deliveries
          required hereunder on the Closing Date or such Subsequent Transfer
          Date, as the case may be;

          (xxi) as of the Cut-off Date or Subsequent Cut-off Date, as
          applicable, no Obligor was the subject of a current bankruptcy
          proceeding;

          (xxii) with respect to each Due Period, the aggregate of the interest
          due on all the Receivables in such Due Period from scheduled payments
          is in excess of the sum of (i) the Servicing Fee due and any fees due
          to the Trust Collateral Agent and the Insurer, each in such Due Period
          and (ii) the amount of interest payable on the Notes with respect to
          such Due Period, in each case assuming that each scheduled payment is
          made on its Due Date;

          (xxiii) the Receivables constitute "chattel paper" within the meaning
          of the UCC as in effect in the applicable jurisdiction, and all
          filings (including without limitation, UCC filings) required to be
          made and all actions required to be taken or performed by any Person
          in any jurisdiction to give National Financial a first priority
          perfected lien on, or an ownership interest in the Receivables and the
          proceeds thereof and the remaining Trust Property have been made,
          taken or performed;

          (xxiv) by the Closing Date and prior to each Subsequent Transfer Date,
          as applicable, NAFI will have caused the portions of NAFI's servicing
          records relating to the Receivables to be clearly and unambiguously
          marked to show that the Receivables constitute part of the Trust
          Property and are to be owned by the Trust in accordance with the terms
          of this Agreement;

          (xxv) the computer tape or listing made available by NAFI to the Trust
          Collateral Agent on the Closing Date and on each Subsequent Transfer
          Date was complete and accurate as of the applicable Cut-off Date, and
          includes a description of the same Receivables that are described in
          the applicable Receivables Schedule;

<PAGE>
          (xxvi) no Receivable was originated in, or is subject to the laws of,
          any jurisdiction the laws of which would make unlawful, void or
          voidable the sale, transfer and assignment of such Receivable under
          this Agreement or the Subsequent Transfer Agreement, as applicable, or
          pursuant to transfers of the Notes. National Financial has not entered
          into any agreement with any account debtor that prohibits, restricts
          or conditions the assignment of any portion of the Receivables;

          (xxvii) no selection procedures adverse to the Noteholders or to the
          Insurer have been utilized in selecting such Receivable from all other
          similar Receivables originated by NAFI; and

          (xxviii) as of the Initial Cut-off Date, the weighted average annual
          percentage rate, as such term is used with respect to the Federal
          Truth-in Lending Act ("APR") of the Initial Receivables was
          approximately 19.19% and the weighted average remaining scheduled
          maturity on the Initial Receivables was approximately 51.82 months and
          the percentage of the aggregate outstanding balance of the Initial
          Receivables relating to the financing of used Financed Vehicles was
          77.38%. The final scheduled payment date on the Initial Receivable
          with the latest maturity is December 15, 2002. Each Receivable
          amortizes based on the Simple Interest Method or Actuarial Method and
          no Receivable provides for a prepayment penalty.

                  In the event NAFI has breached any of the foregoing
representations and warranties and National Financial has accepted a retransfer
or is required to accept a retransfer of the affected Receivable pursuant to the
Sale and Servicing Agreement, NAFI shall, upon demand, repurchase such
Receivable from National Financial. In addition, with respect to any Receivable
in respect of which the Title Document was being applied for on the Closing Date
or the applicable Subsequent Transfer Date, as the case may be, if such Title
Document has not been received by National Financial or its transferee within
180 days after the Closing Date or such Subsequent Transfer Date, as the case
may be, and National Financial is required to accept a retransfer of such
Receivable pursuant to the Sale and Servicing Agreement, NAFI shall, upon demand
by National Financial, repurchase such Receivable. Any such repurchases by NAFI
shall be at a repurchase price equal to the Purchase Amount determined in the
manner provided in the Sale and Servicing Agreement. Such repurchase price shall
be paid by NAFI at the direction of National Financial and upon receipt of such
repurchase price, National Financial shall release, or cause to be released, to
NAFI the related Receivable File and National Financial or its transferee shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in NAFI or its designee any
Receivable released pursuant thereof. Except as expressly provided in the next
sentence, it is understood and agreed that the obligation of NAFI to purchase
any Receivable as to which such a breach has occurred and is continuing as
described above shall constitute the sole remedy respecting such breach
available to National Financial. NAFI shall indemnify, defend and hold National
Financial harmless from and against any and all losses, damages, claims,
expenses and liabilities arising out of or relating to a breach by NAFI of its
representations and warranties in clauses (vii) and (x) of this Section 4.1(b).

<PAGE>
                  Notwithstanding Section 5.1, it is understood and agreed that
the representations, warranties and covenants set forth in this Section 4.1
shall survive until the date upon which the Trust terminates pursuant to Section
11.1 of the Sale and Servicing Agreement.

                                   ARTICLE V

                                  MISCELLANEOUS

                  SECTION 5.1.Term. This Agreement shall commence as of the
Closing Date and shall continue in full force and effect until the close of
business on April 30, 1998.

                  SECTION 5.2. Notices. All notices, demands and requests that
may be given or that are required to be given hereunder shall be sent by United
States certified mail, postage prepaid, return receipt requested, to the parties
at their respective addresses as follows:


     IF TO NAFI:                           National Auto Finance Company, Inc.
                                           One Park Place
                                           Suite 200
                                           Boca Raton, Florida  33487

                                           Attention: President
                                           Telecopy No.: (800) 787-6232
                                           Confirmation:  (800) 999-7535
     IF TO NATIONAL FINANCIAL              National Financial Auto Funding Trust
                                           One Park Place
                                           Suite 200
                                           Boca Raton, Florida  33487

                                           Attention:
                                           Telecopy No.:
                                           Confirmation:  (407) 997-2747
     WITH A COPY TO                        Chase Manhattan Bank Delaware
                                           1201 North Market Street
                                           Wilmington, Delaware  19801
                                           Attn:  Corporate Trust Administration
                                                  Department

     IF TO THE TRUST COLLATERAL AGENT:     Harris Trust and Savings Bank
                                           311 West Monroe Street, 12th Floor
                                           Chicago, Illinois  60606

                                           Attention:  Indenture Trust Division
                                           Telecopy No.: (312) 461-3525
                                           Confirmation: (312) 461-4662
<PAGE>
     IF TO THE INSURER:                    Financial Security Assurance Inc.
                                           350 Park Avenue
                                           New York, New York 10022

                                           Attention:  Surveillance Department
                                           Re:   NAFI Auto Finance 1998-1 Trust,
                                                 5.88% Automobile Receivables-
                                                 Backed Notes
                                           Telecopier No.: (212) 339-3518
                                                           (212) 339-3529
                                           Confirmation:   (212) 836-0100



                  SECTION 5.3.CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

                  SECTION 5.4. Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.

                  SECTION 5.5. Amendment. This Agreement may be amended from
time to time by NAFI and National Financial to cure any ambiguity, to correct or
supplement any provisions herein which may be inconsistent with any other
provisions herein or therein, or to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel delivered to the Trust
Collateral Agent, adversely affect in any material respect the interests of the
Noteholders and provided further that such action shall be consented to in
writing by the Insurer (unless an Insurer default shall have occurred and be
continuing).

                  SECTION 5.6. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

                  SECTION 5.7. Assignment. This Agreement may not be assigned by
NAFI or National Financial except as contemplated by this Section and the Sale
and Servicing Agreement; provided however, that simultaneously with the
execution and delivery of this Agreement, National Financial shall assign all of
its right, title and interest under Section 4.1 to the Trust to which NAFI
hereby expressly consents. NAFI agrees to perform its obligations hereunder for
the benefit of the Trust and further agrees that the Trust Collateral Agent or
the Insurer may (but shall have no obligation to) enforce the provisions of
Section 4.1 and exercise the rights of National Financial to enforce the
obligations of NAFI under Section 4.1 on behalf of the Trust Collateral Agent
and the Noteholders without the consent of National Financial.

<PAGE>
                  SECTION 5.8. Third-Party Beneficiaries. This Agreement will
inure to the benefit of and be binding upon the parties hereto, and shall also
be for the benefit of the Trust Collateral Agent (for the benefit of the
Noteholders) and the Insurer, each of which shall be considered to be
third-party beneficiaries and shall be entitled to rely on and directly enforce
the provisions of this Agreement. Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder. The
Insurer may disclaim any of its rights and powers under this Agreement upon
delivery of a written notice to the Trust Collateral Agent and NAFI.

                  SECTION 5.9. No Petition: NAFI hereby agrees that it will not
institute against National Financial, or join any other Person instituting
against National Financial, any bankruptcy or insolvency proceeding under any
applicable state or federal law so long as any Note issued pursuant to the
Indenture remains outstanding or there shall have not elapsed one year plus one
day since the date of the final payment on the Notes issued pursuant to the
Indenture. The foregoing shall not limit the right of NAFI to file any claim in
or otherwise take any action with respect to any bankruptcy or insolvency
proceeding that was instituted against National Financial by any Person other
than NAFI.

                  SECTION 5.10. Limitation of Liability of National Financial
Trustee: Notwithstanding anything contained herein to the contrary, this
Agreement has been executed and delivered by Chase Manhattan Bank Delaware not
in its individual capacity but solely as Trustee and in no event shall Chase
Manhattan Bank Delaware, have any liability for the representations, warranties,
covenants, agreements or other obligations of National Financial hereunder or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of National Financial.


<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have executed this
Purchase and Contribution Agreement as of the day and year first written above.

                       NATIONAL FINANCIAL AUTO FUNDING TRUST

                       By:      Chase Manhattan Bank Delaware, not in its
                       individual capacity but solely as Trustee of National
                       Financial Auto Funding Trust,



                       By:      ________________________
                                Name:
                                Title:



                       NATIONAL AUTO FINANCE COMPANY, INC.



                       By:      _________________________
                                Name:
                                Title:



<PAGE>
                                    EXHIBIT A

                               FORM OF CONVEYANCE

         CONVEYANCE No. ___, dated as of _______________, 19__, by National Auto
Finance Company, Inc., a Delaware corporation ("Originator"), to National
Financial Auto Funding Trust, a Delaware business trust ("National Financial"),
pursuant to the Purchase and Contribution Agreement referred to below.

                                   WITNESSETH:

         WHEREAS, Originator and National Financial are parties to the Purchase
and Contribution Agreement, dated as of December 15, 1997 (as such agreement may
have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Purchase Agreement"); and

         WHEREAS, pursuant to the Purchase Agreement, Originator wishes to sell,
transfer, convey and assign Receivable Assets (as defined in the Purchase
Agreement) to National Financial;

         NOW THEREFORE, Originator and National Financial hereby agree as
follows:

                  1. Defined Terms. All capitalized terms used but not defined
herein shall have meanings ascribed to them in the Purchase Agreement.

                  "Subsequent Transfer Date" shall mean, with respect to the
Receivable Assets sold hereby, ____________________, 199[ ].

                  2. Transfer of Receivables. For value received, Originator
hereby sells, transfers, assigns, sets-over and conveys to National Financial,
without recourse except as set forth in the Purchase Agreement, and with the
representations, warranties and covenants set forth in the Purchase Agreement,
on and after the Subsequent Transfer Date, all right, title and interest of
National Financial in, to and under all Subsequent Receivables listed in
Schedule 1 hereto and the Receivable Assets related thereto.

                  3. Delivery of Receivables Schedule. Originator does hereby
deliver National Financial herewith a Receivables Schedule containing a true and
complete list of each Subsequent Receivable being sold hereby as of the
Subsequent Transfer Date. Such Receivables Schedule is marked as Schedule 1 to
this Conveyance and is hereby incorporated in and made a part of this Conveyance
and the Purchase Agreement. 

                  4. Receivable Files. Originator does hereby deliver to
National Financial or such other Person designated by National Financial the
original motor vehicle retail installment sale contracts and Receivable Files
for each Receivable identified in the Receivables Schedule.

                  5. Acceptance and Acknowledgment. National Financial hereby
acknowledges its acceptance of all right, title and interest of Originator in,
to and under the Receivables and the other Receivable Assets sold hereby.
Originator further acknowledges that, prior to or simultaneously with the
execution and delivery of this Conveyance the conditions precedent to such sale
set forth in Article III of the Purchase Agreement have been satisfied.

<PAGE>
                  6. Certification; Representations and Warranties. Originator
hereby certifies to National Financial that all applicable requirements of
Article III of the Purchase Agreement have been fully satisfied and that all
representations and warranties of Originator set forth in Section 4.1(a) of the
Purchase Agreement are true and correct on and as of the date hereof and all
representations and warranties of Originator set forth in Section 4.1(b) of the
Purchase Agreement are true and correct on and as of the date hereof with
respect to the Subsequent Receivables sold hereby. The aggregate outstanding
principal balance of the Subsequent Receivables sold hereby as of the applicable
Cut-off Date is $__________________.

                  7. The Purchase Agreement. The Purchase Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms, and hereby is ratified and confirmed in all respects.

                  8. Counterparts. This Conveyance may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument.


<PAGE>
                                   SCHEDULE 1

                             SCHEDULE OF RECEIVABLES