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                                                           EXHIBIT 10.2

                              [GE CAPITAL LETTERHEAD]


                                  August 5th, 1998


VIA FACSIMILE

Robert J. Braasch

President
Eagle Finance Corp.
1425 Tri-State Parkway
Suite 140
Gurnee, IL  60031

Dear Bob:

       Eagle Finance Corp. ("Eagle") and General Electric Capital Corporation 
("GE Capital") entered into those certain Asset Purchase Agreements dated 
September 27, 1994 and June 25, 1996 (the "Asset Purchase Agreement"), and 
that certain Amended and Restated Servicing Agreement, dated as of June 25, 
1996 (the "Servicing Agreement") pursuant to which GE Capital agreed to (i) 
purchase from time to time portfolios of motor vehicle retail installment 
contracts (the "Contracts") from Eagle, and (ii) permit Eagle to service such 
Contracts, all pursuant to the terms and conditions set forth in the Asset 
Purchase Agreements and the Servicing Agreement and all modifications or 
amendments thereof, including without limitation, the Letter Agreement dated 
January 29, 1997 (dated incorrectly, actually January 29, 1998) 
(collectively, the "Agreements").  Any capitalized terms used herein without 
definition shall have the meaning given to such terms in the Agreements.

       Section 11.0 of the Servicing Agreement requires, for Purchased 
Contracts and for the contracts serviced by Servicer in total, that (i) Eagle 
maintain a Rolling Average Delinquency measurement of no greater than 10%; 
and (ii) Eagle maintain a Monthly Delinquency no greater than 10% for any 
three consecutive months.  For the Purchased Contracts, Rolling Average 
Delinquency measurement for the months of January, February, March, April and 
May was 10.29%, 10.58%, 10.61%, 10.49% and 10.05%, respectively.  For the 
contracts serviced by Eagle in total, Rolling Average Delinquency measurement 
for the months of January, February, March, April and May was 10.61%, 11.17%, 
11.65%, 12.00% and 12.05%, respectively.  These covenant violations would, 
absent GE Capital's agreement to the contrary, constitute defaults under the 
Agreements.

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       Eagle has requested that GE Capital waive all current and past 
defaults arising under the Agreements.  In consideration for and pursuant to 
the terms set forth in this letter agreement, GE Capital agrees and hereby 
does waive all current and past defaults (including those described above) 
arising under the Agreements for the period through and including August 15, 
1998.  If Eagle provides GE Capital with a copy of an accepted letter of 
intent in form as shown in Exhibit A or such other form and substance 
acceptable to GE Capital in its discretion and as having the effect of 
resolving, in a timely manner, and in GE Capital's discretion, the financial 
problems that Eagle is currently experiencing, than GE Capital shall shall 
waive any existing defaults through and including November 15, 1998, on which 
date GE Capital shall reset covenants in its reasonable discretion.

In consideration for the accommodations granted herein, the parties agree as 
follows:

       (1)    Eagle acknowledges the covenant violations set forth herein and 
GE Capital's right to immediately terminate servicing in accordance with the 
terms of the Servicing Agreement.

       (2)    From the date hereof through November 15, 1998 ("Waiver 
Period") only, the following performance and financial covenants shall 
replace the portfolio performance and financial covenants of Sections 9.0(e), 
9.0(f), 9.0(g), 11.0 (b), 11.0(c), and 11.0(d) of the Amended And Restated 
Servicing Agreement:  (a) Servicer's Debt Ratio exceeds 8:1; (b) Servicer's 
Minimum Tangible Net Worth is less than Eight Million Dollars ($8,000,000); 
(c) Servicer's fiscal 1998 year-to-date losses exceed Six Million Dollars 
($6,000,000); (d) the Purchase Contracts in total as a group have a Rolling 
Average Delinquency greater than eleven percent (11%) or a Rolling Average 
Charge-Off greater than two percent (2%); or (e) the motor vehicle 
installment contracts serviced by Servicer in total as a separate group have 
a Rolling Average Delinquency greater than thirteen percent (13%) or a 
Rolling Average Charge-Off greater than two percent (2%).  Except as 
expressly waived or replaced by this Agreement, all terms, conditions and 
obligations set forth in the Amended And Restated Servicing Agreement shall 
remain and be in full force and effect and any breach of such terms, 
conditions or obligations shall constitute Events of Default hereunder.  For 
the purposes of calculating year-to-date losses in clause (c) above, the 
following, as further defined in Exhibit "C" shall be excluded:  (i) 
Settlement Costs; (ii) Lease Termination Expenses; (iii) expenses related to 
the termination of employees; and (iv) Asset Write-Downs.

       (3)    Effective immediately, Eagle shall provide the monthly reports, 
including reporting for Purchased Contracts, by the tenth calendar day of the 
following month and shall provide reporting related to the Eagle serviced, 
owned and securitized portfolios by the twenty-fifth (25th) calendar day of 
the following month.

       (4)    On or before August 15, 1998, Eagle shall provide GE Capital 
with a copy of an accepted letter of intent in form as shown in Exhibit "A" 
or such other form and substance acceptable to GE Capital and as having the 
effect of resolving, in a timely manner, and in GE Capital's judgment, the 
financial problems that Eagle is currently experiencing.

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       (5)    The Reserve Accounts established for each of the Asset Purchase 
Agreements shall be combined into and maintained as one account (the "Reserve 
Account").  Eagle shall not permit the Reserve Account to be less than: (i) 
twelve and eight-nine one hundredths percent (12.89%) of Borrower's 
Outstanding Principal Balance of the aggregate Purchased Contracts (under all 
Assets Purchase Agreements) effective with the ordinary course July, 1998 
settlement; (ii) thirteen and one quarter percent (13.25%) of Borrower's 
Outstanding Principal Balance of the aggregate Purchased Contracts (under all 
Assets Purchase Agreements) effective with the ordinary course August, 1998 
settlement; (iii) thirteen and six-tenths percent (13.6%) of Borrower's 
Outstanding Principal Balance of the aggregate Purchased Contracts (under all 
Assets Purchase Agreements) effective with the ordinary course September, 
1998 settlement; and (iv) the greater of fourteen percent (14%) of Borrower's 
Outstanding Principal Balance of the aggregate Purchase Contracts (under all 
Assets Purchase Agreements), or one hundred ten percent (110%) of the Rolling 
Average Delinquency of aggregate Purchased Contracts, effective with the 
ordinary course October, 1998 settlement.  With respect aggregate Purchased 
Contracts (under all Asset Purchased Agreements combined), in no event shall 
the Reserve Account be less than one hundred twenty-five thousand dollars 
($125,000) or one hundred percent (100%) of the Borrower's Outstanding 
Principal Balance of the Purchased Contracts, whichever is less. 

       (6)    If GE Capital terminates the Servicing Agreement and transfers 
servicing from Servicer within sixty (60) days of the Waiver Period, then GE 
Capital shall, on the date in which GE Capital assumes servicing of the 
Purchased Contracts, provide to Eagle a one-time reserve refund in an amount 
equal to the lesser of (i) the amount by which the Reserve Account exceeds 
thirteen and three-tenths percent (13.3%) of, or (ii) seven tenths of one 
percent (0.7%) of the then Borrower's Outstanding Principal Balance of 
Purchased Contracts as of the last day of the calendar month in which 
Servicer concluded servicing Purchased Contracts.

       (7)    Section 12.13 of Amended and Restated Servicing Agreement is 
hereby amended to read as follows:  "Repurchase.  At Servicer's election and 
upon not less than five (5) days prior written notice to Company, Servicer 
can repurchase from Company Purchased Contracts that pertain to the aggregate 
Purchased Contracts (under all Asset Purchase Agreements) in the event that 
the total Borrower's Outstanding Principal Balance for such aggregate 
Purchased Contracts (under all Asset Purchase Agreements combined) is equal 
to or less than One Million Dollars ($1,000,000)."

       (8)    Eagle will either (i) provide to GE Capital original contracts 
for, or (ii) repurchase, the accounts shown in Exhibit "B" within thirty (30) 
days of this Agreement.

       (9)    Eagle, for itself and its subsidiaries, affiliates, 
shareholders, agents, successors and assigns, hereby waives and affirmatively 
agrees not to allege or otherwise pursue any or all defenses, affirmative 
defenses, claims, counterclaims, causes of action; or set offs of any kind 
whatsoever that it may have against GE Capital arising from or in any way 
related to the Agreements, Eagle's right to service the Contracts under the 
Agreements or GE Capital's 

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administration of or conduct under the Agreements which have occurred on or 
before the date of this Agreement.

       In the event that Eagle has not agreed to a satisfactory letter of 
intent as described in paragraph numbered 4 above by 8/15/98, then GE Capital 
shall be entitled to terminate the Servicing Agreement in accordance to the 
terms thereof and Eagle agrees to cooperate with GECC as described under 
Section 11.2 of the Servicing Agreement.

       Except as expressly provided in this waiver, all terms and conditions 
of the Agreement shall continue in full force and effect.  This waiver shall 
be effective only in the specific instance, for the specific provisions, and 
for the specific period for which it has been given.

       If not accepted by Eagle, this waiver offer will expire at 10:00 am 
CST on Wednesday, August 5th, 1998.  If Eagle chooses to accept this waiver, 
a signed copy should be sent to GE  Capital via facsimile (847-277-5976), 
with an original to follow via overnight mail.

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       This waiver may be executed in any number of counterparts and by 
different parties hereto in separate counterparts, each of which when so 
executed and delivered shall be deemed to be an original and all of which 
taken together shall constitute one and the same instrument.

                                       Very truly yours,

                                       General Electric Capital Corporation

                                       By:  /s/ David C. Schmidt  8/5/98
                                          ------------------------------------

                                       Title: Account Executive
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Acknowledged, accepted and agreed:

EAGLE FINANCE CORP.

By: /s/ Robert J. Braasch 8/5/98 
   ---------------------------------

Title: President
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                              [EXHIBITS NOT INCLUDED]






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