SECOND AMENDMENT TO
                              MANAGEMENT AGREEMENT

         This Second Amendment to Management Agreement is effective as of the 
1st day of January, 1997, by and between National Auto Finance Corporation
("NAFCORP"), National Auto Finance Company, Inc. ("NAFI"), National Auto Finance
Company L.P. (the "Partnership") and National Financial Companies LLC ("NFC").

                                    RECITALS

         a. NAFCORP, National Financial Corporation ("Old NFC"), and the
Partnership are parties to that certain Management Agreement, dated December 29,
1994 (the "Original Management Agreement). The Original Management Agreement was
amended by that certain First Amendment to Management Agreement by and among
NAFCORP, Old NFC, the Partnership and Auto Credit Clearinghouse L.P. ("ACCH")
(the "First Amendment"). The Original Management Agreement, as amended by the
First Amendment, is hereinafter referred to as the "Amended Management
Agreement."

         b. Old NFC has designated NFC as Old NFC's designee under the Amended
Management Agreement for all purposes and NFC has accepted such designation.

         c. ACCH has been dissolved by operation of law, but the business of
ACCH continues as a division of NAFI.

         d. Pursuant to that certain Assignment and Assumption Agreement, by and
between the Partnership and NAFI, dated as of February 4, 1997 (as amended, the
"Assignment and Assumption Agreement), the Partnership assigned to NAFI all of
the Partnership's obligations under the Amended Management Agreement and NAFI
assumed all of the Partnership's obligations thereunder. The parties desire to
execute this Agreement in order to carry out the intent and purpose of the
Assignment and Assumption Agreement. In addition, the parties desire to amend
certain terms of the Amended Management Agreement.

         NOW, THEREFORE, in accordance with the premises and the mutual promises
contained herein, the parties hereto agree as follows:

         1. Services Performed for NAFI. The parties agree that NFC shall
perform, for the benefit of NAFI, the services set forth in Section 1 of the
Amended Management Agreement directly to NAFI. In exchange for such services,
NAFI shall pay to NFC the fees and expense reimbursement as set forth in Section
2 of the Amended Management Agreement.

         (a) All references to the term "NAFCO LP" or "Partnership" in the
Amended Management Agreement shall hereinafter refer to "National Auto Finance
Company, Inc." or "NAFI" and all references to the term "ACCH" in the Amended
Management Agreement shall hereinafter refer to "National Auto Finance Company,
Inc." or "NAFI".



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         (b) All references to "National Auto Finance Corporation" in the
 Amended Management Agreement shall hereinafter refer to "National Financial
 Companies LLC."

         (c) All references to "NFC" in the Amended Management Agreement shall
 hereinafter refer to "National Financial Companies LLC."

         (d) From and after the date hereof, the Partnership and ACCH shall not
longer be parties to, or liable under, the Amended Management Agreement, as
amended hereby.

         2. Fees and Expenses. Section 2(v) of the Amended Management Agreement
is hereby amended by deleting in its entirety the last sentence of such section
and by substituting in lieu thereof the following sentence: "Such payments shall
be made beginning on January 15, 1996 and shall continue on the fifteenth day of
each succeeding month throughout the term of this Agreement as such term is set
forth in Section 3 (as such Section 3 was amended by the First Amendment),
unless otherwise agreed in writing by all of the parties to the Second Amendment
to Management Agreement."

         3. Term. Section 3 of the Amended Management Agreement is hereby
amended by deleting in its entirety the phrase "and the cancellation of its
Certificate of Limited Partnership has been effected" which occurs two times in
such Section 3.

         4. Successors and Assigns. The terms, provisions, covenants and
conditions hereof shall be binding upon the successors and assigns of either
party hereto and shall inure to the benefit of either party and their respective
successors and assigns.

         5. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document.

         6. Governing Law. The terms and provisions of this Agreement shall be
governed by the laws of the State of Florida (without regard to the conflict of
laws rules of such State) and to applicable federal law.

         7. Effect of this Agreement. The Amended Management Agreement, as
amended hereby, shall continue in full force and effect in accordance with its
terms.

                                   END OF PAGE


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         IN WITNESS WHEREOF, each party set forth below has executed this
Agreement as of the date first above written.

                               NATIONAL AUTO FINANCE CORPORATION

                               By:
                                      Keith B. Stein, Executive Vice President

                               NATIONAL AUTO FINANCE COMPANY, INC.

                               By:
                                     Keith B. Stein, Vice Chairman

                               NATIONAL AUTO FINANCE COMPANY L.P.

                               By:      National Auto Finance Corporation, its
                                        general partner

                                        By:
                                              Keith B. Stein, Executive Vice
                                               President

                               NATIONAL FINANCIAL COMPANIES LLC

                               By:
                                     Robert W. Barron, Managing Director