THIRD AMENDMENT TO AMENDED AND
                          RESTATED SERVICING AGREEMENT

This Third Amendment to the Amended and Restated Servicing Agreement (this
"Third Amendment") is entered into as of 12th day of September, 1997, by and
between Omni Financial Services of America, Inc., a Delaware corporation
("OFSA"), as assignee of World Omni Financial Corp. ("WOFC"), and National Auto
Finance Company, Inc., a Delaware corporation ("NAFI"), as assignee of National
Auto Finance Company L.P.

                                    RECITAL

OFSA and NAFI are parties to an Amended and Restated Servicing Agreement
effective as of the 5th day December, 1994 (as amended the "Servicing
Agreement"). The Servicing Agreement has been amended pursuant to an Amendment
to Amended and Restated Servicing Agreement dated as of September 6, 1995 and
effective as of October 1, 1995 the "First Amendment"), the Supplement to
Amended and Restated Servicing Agreement dated and effective as of November 21,
1995 (the Supplement"), and the Second Amendment to Amended and Restated
Servicing Agreement dated as of June 24, 1997 and effective as of August 1, 1996
(the "Second Amendment"). NAFI has given OFSA notice of its intent to terminate
the Servicing Agreement effective October 1, 1997. OFSA and NAFI now desire to
amend the Servicing Agreement as set forth hereinbelow.

1.   Unless otherwise defined herein, all capitalized terms used in this Third
     Amendment shall have the meanings given to those terms in the Servicing
     Agreement.

2.   OFSA will continue to service all Accounts not more than 30 days past due
     in accordance with the Servicing Agreement. Without requiring by
     implication that OFSA service the Accounts in a manner other then as set
     forth in the Servicing Agreement, OFSA shall not be required to take any
     action to collect any Account that is not at least four (4) days past due.
     OFSA reserves the right to employ automated dialing technology and
     reasonably adjust its full time equivalent staff at any time. Article V,
     Section 2 of the Servicing Agreement will remain in effect. Other than as
     specifically set forth in this Third Amendment, OFSA shall have no
     obligation to collect any Account that is greater than thirty (30) days
     past due. OFSA shall continue to be entitled to all amounts set forth in
     the Servicing Agreement for all Accounts serviced by OFSA. NAFI and OFSA
     may enter into a written agreement setting forth amounts by which NAFI may
     enhance OFSA's standard service fees.



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3.   Except as specifically set forth herein, NAFI will be responsible to
     collect any Account that is greater than thirty (30) days past due.

4.   OFSA will establish an exclusive state S42 on its CACS Plus system which
     shall be available to NAFI for the purpose of NAFI's review and/or approval
     of repossessions and charge-offs. Notwithstanding anything in this Third
     Amendment to the contrary, and except with regard to Accounts for which
     OFSA is handling the repossession of the subject vehicle on August 31,
     1997, on and after September 1, 1997, OFSA shall have no responsibility for
     handling any aspect of repossessing or disposing of any vehicle that is the
     subject of an Account, including, but not limited to, locating a
     repossession agent and assigning the repossession to the agent, paying any
     third-party invoices related to the repossession, storage and sale of the
     vehicle or otherwise, or the sale or other disposition of the repossessed
     vehicle.

5.   OFSA will establish an exclusive state S41 on its CACS Plus System into
     which NAFI shall transfer Accounts approved by NAFI for repossession. Prior
     to September 1, 1997, OFSA shall have no duty to take any action to
     repossess a vehicle that is the subject of an Account unless NAFI transfers
     the Account to state S41 from S42 or unless NAFI places an Account for
     which NAFI has servicing responsibility into state S41. OFSA will begin to
     process all NAFI approved repossessions transferred to or placed in state
     S41 by 3:00 PM on the day such Accounts are transferred or placed in state
     S41 according to Article 11, Section 5 of the Servicing Agreement. On or
     after September 1, 1997, and except with regard to Accounts for which OFSA
     is handling the repossession of the subject vehicle on August 31, 1997,
     OFSA shall have no responsibility for handling any aspect of repossessing
     or disposing of any vehicle that is the subject of an Account.

6.   If NAFI desires to charge-off an Account, NAFI shall transfer such Account
     to state S43 from state S41 or place an Account for which NAFI has
     servicing responsibility into state S43. If NAFI transfers or places an
     Account for charge-off into S43 by 11:00 AM Central Time, except on the
     last day of a calendar month, OFSA will process the charge-off that same
     day. If NAFI transfers or places an Account for charge-off into state S43
     after 11:00 AM Central Time, except on the last day of a calendar month,
     OFSA will process the charge-off the next business day. OFSA's month end
     charge-off cutoff deadlines will remain in effect. If NAFI transfers or
     places an Account for charge-off into S43 on a day that is the last day of
     a calendar month, the Account will be charged-off on or before the second
     business day following the day on which the Account was transferred into
     S43.


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7.   OFSA will establish an exclusive state S40 available to NAFI who will use
     it to notify OFSA, as soon as possible, that the Borrower or Co-Borrower on
     an Account has filed for bankruptcy protection. Such notice shall include
     the name of the attorney (if no attorney, the notice Must state that fact)
     representing the Borrower or Co-Borrower in the bankruptcy proceeding, the
     attorney's telephone number, the bankruptcy case number and the court in
     which the case was filed. NAFI collectors shall enter this Information in
     the permanent comments section on the CACS Plus system for affected
     Accounts. Upon receipt of this information, OFSA will place the Account in
     bankruptcy status and handle according to Article 11, Section 10 of the
     Servicing Agreement. OFSA will enter information Into state S40 as it may
     learn of bankruptcy filings from time-to-time in the ordinary course of its
     collection of NAFI Accounts.

8.    NAFI shall notify OFSA of all insurance total loss claims which notice
      shall include the date of the loss, the Borrower's insurance company, the
      phone number of the insurance company, the claim number, and any other
      information needed to handle the claim. NAFI shall enter such information
      into the permanent comments section of CACS, Plus for such Accounts. OFSA
      will place these Accounts in a separate state S02 and service them
      consistent with normal servicing standards.

9.    Upon at least one full business day's prior written notice by NAFI to
      OFSA, OFSA agrees to manage, service and make collections on the Accounts
      for which NAFI has responsibility to service. If NAFI provides such notice
      requesting OFSA to service Accounts for one or more days during any
      calendar month, OFSA shall be paid at the rate set forth in the Servicing
      Agreement for all Accounts serviced by OFSA at any time during such month,
      regardless of delinquency status.

10.  OFSA will establish an exclusive state S04 available to NAFI who will use
     it to notify OFSA of Accounts involved in litigation (i.e. litigation
     status). Litigation status Accounts placed in the S04 state by NAFI shall
     be limited to Accounts on which the Borrower or Co-Borrower has filed suit
     against NAFI or any party related to the servicing of such Accounts
     including, but not limited to, repossession agents, vehicle storage lots,
     auctions or OFSA. The Accounts placed in state S04 will include Accounts in
     litigation status and discharged/dismissed bankruptcies to be serviced by
     OFSA.

11.   NAFI agrees to pay $350 per month per ID for each additional collection ID
      and all out-of-pocket expenses to establish a connection to OFSA
      collection system until October 1, 1997.



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12.   NAFI agrees to pay all costs for the telephone and computer connections
      between the Information Technology Systems (ITS) and NAFI Jacksonville
      offices and beyond to the interior of NAFI facilities. NAFI and OFSA will
      negotiate to meet reasonable schedules to connect such services.

13.  Prior to September 1, 1997, once an Account has been assigned to an agent
     for repossession by OFSA, OFSA will be responsible for following up with
     the agent for repossession and canceling the assignment with the agent.
     OFSA will coordinate by telephone with NAFI follow up with the agent for
     any skip tracing help and/or collection activity in the field. Except with
     regard to Accounts for which OFSA is handling the repossession of the
     subject vehicle on August 31, 1997, on or after September 1, 1997, OFSA
     shall have no responsibility for handling any aspect of repossessing or
     disposing of any vehicle that is the subject of an Account.

14.   NAFI will be responsible for all collection reviews on Accounts 31 days
      past due or older except for bankrupt, insurance loss and charge-off
      Accounts serviced by OFSA.

15.  Prior to September 1, 1997, NAFI will be responsible for approving and
     completing required forms for repossession and collection bills with
     examples of forms to be provided by OFSA to NAFI prior to implementation.
     Upon receipt of such bills, OFSA will overnight express mail the bills to
     NAFI, for payment by NAFI, at NAFI's expense. Except with regard to
     Accounts for Which OFSA is handling the repossession of the subject vehicle
     on August 31, 1997, on or after September 1, 1997, OFSA shall have no
     responsibility for handling any aspect of repossessing or disposing of any
     vehicle that is the subject of an Account.

16.   OFSA will assign one collection customer service representative to work 8
      a.m. CT to 6 p.m. CT to pull credit bureaus, print payment histories, and
      send copies of imaged documents via overnight mail which will be billed to
      NAFI. NAFI agrees to pay $.25 per copy for all pay histories and image
      documents. OFSA will not fax any of the above requested documents. Any
      additional services will be billed at $25.00 per hour per person.

17.   NAFI agrees to pay all expenses to have a printer installed in its
      Jacksonville location. OFSA agrees to print one (1) set of collection
      reports (Exhibit A) to the printer in Jacksonville. Copies of collection
      reports will no longer be sent to NAFI's Boca Raton address.




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18.  NAFI agrees to pay OFSA $125 per hour for regular hours worked and $145 per
     hour for overtime hours worked for the CACS administrator and some support
     staff to rearrange the queues according to NAFI specification and to have
     accounts enter CACS at three days past due. The OFSA fee is subject to a
     maximum of 80 hours. OFSA shall require view access to Accounts that are
     greater than thirty (30) days past due to respond to incoming service
     calls. This work has been completed as of this date, and NAFI agrees to pay
     OFSA the amount of $5,545 (i.e. 20 regular hours for $2,500 plus 21
     overtime hours for $3,045).

19.   NAFI assumes all responsibility to verify that a cure notice was sent on
      an Account in a state where a cure notice is required prior to
      repossession. OFSA agrees to provide NAFI with samples of the letters that
      cannot be sent by CACS Plus, but OFSA makes no representation or
      warranties with respect to the compliance of such forms with applicable
      laws.

20.   OFSA agrees to assist NAFI in responding to all NAFI's customer
      complaints; however, OFSA is not ultimately responsible for response to
      the complaints.

21.   NAFI agrees to pay $85.00 per hour for any additional reports that may be
      required for this transition; provided, however, that NAFI shall only have
      to pay for the preparation of such reports, and not the transmission of
      such reports, prior to August 15, 1997. On or after August 15, 1997, NAFI
      shall pay for all service's and work related to the preparation and
      transmission of such reports. Beginning on or after July 11, 1997, NAFI
      shall pay OFSA $75 per hour for the administration of the related
      conversion activity as provided by OFSA's Client Services Manager.

22.   Unless herein specifically amended and modified, the Servicing Agreement
      is unchanged and continues in full force and effect, and the parties
      hereby confirm and ratify the existence of each and every term, condition
      and covenant contained therein, to the same extent as though the same were
      set out herein in full.

23.   This Third Amendment may be executed by any number of identical
      counterparts, each of which shall be deemed an original.

24.   This Third Amendment shall be binding upon and shall inure to the benefit
      of OFSA and NAFI and their permitted successors and/or assigns.

This Third Amendment shall be effective as of the 21st day of July, 1997.




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OMNI FINANCIAL SERVICES OF AMERICA, INC.

BY:

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NATIONAL AUTO FINANCE COMPANY, INC.

BY:

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