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                                                                   EXHIBIT 10.96

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES OR "BLUE SKY" LAWS OF
ANY STATE OR THE LAWS OF ANY FOREIGN COUNTRY. THIS CERTIFICATE MAY NOT BE
RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH RESALE, TRANSFER OR
DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS AND FOREIGN LAWS. IN ADDITION TO THE
RESTRICTIONS SET FORTH ABOVE, RESALE, TRANSFER OR DISPOSITION OF THIS
CERTIFICATE IS PROHIBITED TO THE EXTENT SET FORTH IN THE POOLING AND
ADMINISTRATION AGREEMENT (AS DEFINED BELOW).

                NATIONAL FINANCIAL AUTO RECEIVABLES MASTER TRUST
                   (f/k/a NAFCO Auto Receivables Master Trust)

                       SERIES 1994-R CLASS B CERTIFICATE

Stated Amount: $85,000,000
Percentage Interest evidenced
  by this Certificate: 100%
First Distribution Date: January 16, 1995

         THIS CERTIFIES THAT FIRST UNION NATIONAL BANK is the registered owner
of a fractional undivided interest in National Financial Auto Receivables Master
Trust (f/k/a NAFCO Auto Receivables Master Trust) (the "Trust"), which was
created pursuant to the Pooling and Administration Agreement, dated as of
December 8, 1994 (as the same may be amended, supplemented, amended and restated
or otherwise modified from time to time, the "Pooling and Administration
Agreement"), and as was amended and restated pursuant to the Amended and
Restated Pooling and Administration Agreement dated as of December 5, 1994 by
and among National Financial Auto Funding Trust II, as successor to National
Financial Auto Funding Trust (f/k/a NAFCO Funding Trust), a Delaware business
trust, as transferor ("NAFCO"), National Auto Finance Company, Inc. (f/k/a
National Auto Finance Company L.P.) (in such capacity, the "Administrator"), and
Bankers Trust Company, as trustee (together with its successors and assigns in
such capacity, the "Trustee"). This Certificate is one of the duly authorized
1994-R, Series Class B Certificates designated and issued under the Pooling and
Administration Agreement. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in Appendix A
to the Pooling and Administration Agreement. This Certificate is subject to the
terms, provisions and conditions of, and is entitled to the benefits afforded
by, the Pooling and Administration Agreement, to which terms, provisions and
conditions the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The Series 1994-R, Class B
Certificates are a subordinated class and are subordinated to the extent set
forth in the Pooling and Administration Agreement.

         The Class B Interest Distributable Amount shall accrue on this
Certificate as set forth in the Pooling and Administration Agreement. This
Certificate is subject to prepayment



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prior to the maturity hereof to the extent set forth in the Pooling and
Administration Agreement.

         The Pooling and Administration Agreement may be amended and the rights
and obligations of the parties thereto and of the Holder of this Certificate
modified as set forth in such Agreement.

         Unless the certificate of authentication hereon shall have been
executed by or on behalf of the Trustee by the manual signature of a duly
authorized signatory, this Certificate shall not entitle the Holder hereof to
any benefit under the Pooling and Administration Agreement or under any other
Transaction Document or be valid for any purpose.

         This Certificate does not represent an obligation of, or an interest
in, NAFCO, National Auto, the Administrator, the Servicer, the Trustee, the
NAFCO Trustee or any Affiliate of any of them. This Certificate is limited in
right of payment to the Trust Assets.

         As provided in the Pooling and Administration Agreement, and subject to
the restrictions on sale, transfer and disposition set forth therein and in the
other Transaction Documents, upon surrender for registration of transfer of this
Certificate at any office or agency of the Transfer Agent and Registrar
maintained for such purpose, NAFCO shall execute and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class and Series which are
in authorized denominations of like aggregate fractional interests in the
Certificate Interest and which bears a number that is not contemporaneously
outstanding.

         As provided in the Pooling and Administration Agreement, and subject to
the restrictions on exchange set forth therein and in the other Transaction
Documents, at the option of the Holder, this Certificate may be exchanged for
other Certificates of the same Class and Series of authorized denominations of
like aggregate fractional interests in the Certificate Interest and bearing
numbers that are not contemporaneously outstanding, upon surrender of this
Certificate to be exchanged at any such office or agency. If this Certificate is
so surrendered for exchange, NAFCO shall execute, and the Trustee shall
authenticate and deliver, the appropriate number of Certificates of the same
Class and Series.

         If this Certificate is presented or surrendered for registration of
transfer or exchange, it shall be accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent and
Registrar duly executed by the Holder hereof or his attorney-in-fact duly
authorized in a writing delivered to the Transfer Agent and Registrar in
addition to such additional instruments or opinions of counsel as may be
required pursuant to Section 6.03(b)(i) or (ii) of the Pooling and
Administration Agreement.

         By its acceptance of this Certificate, each Holder hereof (a)
acknowledges that it is the intent of NAFCO, and agrees that it is the intent of
such Holder that, for federal, state and



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local income and franchise tax purposes, the Certificates (including this
Certificate) will be treated as evidence of indebtedness secured by the Trust
Assets and the Trust not be characterized as an association taxable as a
corporation, (b) agrees to treat this Certificate for federal, state and local
income and franchise tax purposes as indebtedness, and (c) agrees that the
provisions of the Pooling and Administration Agreement and all related
Transaction Documents shall be construed to further these intentions of the
parties.

         This Certificate shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of laws principles, and all
obligations, rights and remedies under, or arising in connection with, this
Certificate shall be determined in accordance with the laws of the State of New
York.

         This Certificate is executed and delivered by Chase Manhattan Bank
Delaware (as successor to Chase Manhattan Bank USA, N.A.), not individually or
personally but solely as owner trustee of NAFCO, in the exercise of the powers
and authority conferred and vested in it, (b) each of the undertakings and
agreements herein made on the part of NAFCO is made and intended not as personal
undertakings and agreements by Chase Manhattan Bank Delaware (as successor to
Chase Manhattan Bank USA, N.A.) but is made and intended for the purpose for
binding only NAFCO and (c) under no circumstances shall Chase Manhattan Bank
Delaware (as successor to Chase Manhattan Bank USA, N.A.) be personally liable
for the payment of any indebtedness or expenses of NAFCO or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by NAFCO under this Certificate.



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         IN WITNESS WHEREOF, NAFCO has caused this Certificate to be executed by
its officer therunto duly authorized.

NATIONAL FINANCIAL AUTO FUNDING TRUST II
(as successor to National Financial Auto
 Funding Trust f/k/a NAFCO Funding Trust)

By:   CHASE MANHATTAN BANK DELAWARE
      (as successor to Chase Manhattan
      Bank USA, N.A.), not in its individual
      capacity, but solely as Owner
      Trustee under the First Amended and Restated
      Trust Agreement dated as of December 8, 1994



By:   /s/ DENIS KELLY
      -------------------------------------------
      Name:      Denis Kelly
      Title:     TRUST OFFICER



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                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Series 1994-R, Class B Certificates referred to in
the Pooling and Administration Agreement.


                                             BANKERS TRUST COMPANY
                                             as Trustee

                                             By:  /s/ ROBERT F. FRIER
                                                  ----------------------------
                                             Name:    Robert F. Frier
                                             Title:   VICE PRESIDENT

Dated:




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