SUPPLEMENT TO AMENDED AND RESTATED SERVICING AGREEMENT



         THIS SUPPLEMENT (this "Supplement") of the Amended and Restated
Servicing Agreement, dated as of December 5, 1994, between OMNI FINANCIAL
SERVICES OF AMERICA, INC. ("OFSA") (as assignee of World Omni Financial Corp.),
as servicer, and NATIONAL AUTO FINANCE COMPANY, INC. ("NAFI") (as successor to
National Auto Finance Company L.P.), as amended as of October 1, 1995 and
supplemented as of November 13, 1996 (the "Servicing Agreement"), is made as of
July 23, 1997 by and between OFSA and NAFI.

                                    RECITALS
                                    --------

         A. National Financial Auto Funding Trust ("Auto Funding"), a Delaware
business trust, 100% of the beneficial ownership interest in which is held by
NAFI or affiliates of NAFI, intends to assign the accounts designated in
Schedule 1 hereto (the "Assigned Accounts") to National Auto Finance 1997-1
Trust (the "1997-1 Trust") pursuant to the Sale and Servicing Agreement dated as
of June 29, 1997 (the "Sale and Servicing Agreement"), by and among Auto
Funding, NAFI, Wilmington Trust Company, as trustee of the National Auto Finance
1997-1 Trust (the "Owner Trustee"), and Harris Trust and Savings Bank, as Trust
Collateral Agent (the "Collateral Trustee").

         B. NAFI and OFSA have agreed to further amend the Servicing Agreement
as set forth below to provide for the servicing of the Assigned Accounts
following assignment of the Assigned Accounts by Auto Funding to the 1997-1
Trust.

         C. Capitalized terms used but not defined herein shall have the same
meanings ascribed thereto in the Servicing Agreement.

STATEMENT OF AGREEMENT
----------------------

         NOW, THEREFORE, for good and valuable consideration, NAFI and OFSA, as
assignee of WOFC hereby amend and supplement the Servicing Agreement solely with
respect to the Assigned Accounts, as follows:

         1. Section 6 of Article I is hereby deleted and the following inserted
in lieu thereof:

                  6. Company Account. The Collection Account designated in the
         Sale and Servicing Agreement into which are deposited amounts received
         by the Servicer on behalf of the Company which may include deduction of
         certain amounts due the Servicer pursuant to Article II, paragraph 5 of
         this Agreement. The wiring address for such account is Harris Trust and
         Savings Bank ABA # __________ A/C# __________ For Further Credit: NAFI
         97-A # __________ Attention: K. Richardson - Ext. 2647.

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         2. The second sentence of Section 1 of Article II is hereby deleted and
following inserted in lieu thereof: "The Servicer shall service and administer
the Accounts by employing procedures (including collection procedures) and a
degree of care consistent with prudent industry standards and as are customarily
employed by servicers in servicing and administering motor vehicle retail
installment sales contracts comparable to the Accounts."

         3. The following is hereby inserted at the end of the second sentence
of Section 3 of Article II the following: "provided, however, that Servicer
shall be permitted to extend the then current maturity date of an Account
provided that (i) a period of at least six months takes place between each such
extension, and (ii) each such extension is not more than two months; provided,
further, Servicer shall in no event extend the maturity date of an Account
beyond February 28, 2003."

         4. Notwithstanding Section 4 of Article II, Servicer shall, as
custodian for the 1996-1 Trust, retain possession of the Loan File for each
Assigned Account in accordance with the Custodial Agreement dated as of July 23,
1997 by and between OFSA, as custodian and NAFI; provided, however, that this
Section 5 of this Amendment shall not be construed to amend or modify the
obligation of the Servicer to service or continue to service any Account; and
provided, further, that NAFI will indemnify and hold Servicer harmless against
any liability of Servicer for not returning the Loan File with respect to an
Assigned Account to NAFI in accordance with such Section 4 to the extent
Servicer retained such Loan File in accordance with its obligations as
Custodian.

         5. The fourth sentence of Section 7 of Article II is hereby deleted and
the following inserted in lieu thereof: "Servicer shall have no obligation to
determine whether the actual motor vehicle title is received in those states
which permit the Borrower, rather than the lienholder, to have possession of the
actual motor vehicle title."

         6. The first sentence of Section 2 of Article III is hereby deleted and
the following inserted in lieu thereof: "Company shall pay monthly on the
twenty-first day of each month or, if such date is not a Business Day, the next
succeeding Business Day, the Servicing Fees as well as any other expenses or
charges due the Servicer pursuant to this Agreement; provided that, to the
extent such amounts are not paid by the Company on such twenty-first day (for
any reason other than errors of transmission), Servicer may withdraw and apply
the amount of such Servicing Fees owed but not paid from the $5000 reserve
account maintained for such purpose."

         7. Article III is hereby amended by adding the following Section after
Section 4: "5. The Company shall provide Servicer with written notice of any
transfer of an Account to the 1996-1 Trust five calendar days prior to any such
transfer."

         8. Section 7 of Article V is hereby deleted in its entirety (solely
with respect to the Assigned Accounts).

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         9. Subsection (b) of Section 14 of Article X is hereby deleted and the
following inserted in lieu thereof: "(b) the Company shall, at the request of
the Servicer, execute and deliver or cause to be executed and delivered such
further instruments (including any powers of attorney or similar instruments
from Auto Funding or 1996-1 Trust) and take or cause to be taken such further
actions as Servicer may reasonably deem necessary to carry out the terms and
provisions of this Agreement."

         10. Article VIII, is hereby amended by inserting the following language
at the end of Section 1 thereof: "g. If (i)(A) the Company fails to remit timely
to the Servicer the Servicing Fees in accordance with Section 2 of Article III
and such failure to pay continues for a period of three Business Days and (B)
there are insufficient funds in the Reserve Account to cover payment of any
Servicing Fees owed and not paid or (ii) the Company does not receive first
priority payment of distributions in accordance with Section 5.7 of the Sale and
Servicing Agreement."

         11. This Amendment amends the Amended and Restated Servicing Agreement
and supersedes the Amended and Restated Servicing Agreement solely with respect
to the Assigned Accounts and the subject matter hereof. This amendment is not
intended to amend or modify, and shall not be construed to amend or modify in
any respect, the servicing by the Servicer pursuant to the Amended and Restated
Servicing Agreement of Accounts other than the Assigned Accounts, and the
provisions of the Amended and Restated Servicing Agreement, as such provisions
appear in the Amended and Restated Servicing Agreement dated as of December 5,
1994, as amended as of October 1, 1995, shall remain in full force and effect
(including, except as amended hereby, the Assigned Accounts).

         12. This Amendment shall become effective upon the assignment of the
Assigned Accounts to the 1997-1 Trust. 13. Except as the terms and provisions of
the Amended and Restated Servicing Agreement shall have been amended and
superseded hereby, the Amended and Restated Servicing Agreement shall remain in
full force and effect.

         This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument.

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                  IN WITNESS WHEREOF, the parties hereto have executed this
amendment as of the date first provided above.

                                    OMNI FINANCIAL SERVICES OF AMERICA, INC.



                                    By: ________________________________________
                                          Name:
                                          Title:


                                    NATIONAL AUTO FINANCE COMPANY, INC.



                                    By: ________________________________________
                                          Name:
                                          Title: