EXHIBIT 99.2

March 28, 2003

A.I. Credit Corp.
160 Water Street
New York, New York 10038


Dear Sirs:


We have performed certain procedures (which were agreed to by A.I. Credit Corp.,
AICCO Inc., Imperial Premium Finance Inc., Imperial Premium Finance Inc.,
Imperial Premium Funding, Inc. and Bank One National Association, hereafter the
"Specified Users") with respect to certain accounting information prepared by
A.I. Credit Corp. on behalf of A.I. Credit Corp., AICCO, Inc., Imperial Premium
Finance, Inc., Imperial Premium Finance, Inc. and Imperial Premium Funding, Inc.
(collectively, the "Servicer") and contained in monthly reports titled "AIG
Credit Premium Finance Master Trust Series 2002-1 Monthly Noteholders'
Statement" (the "Noteholders' Statements," attached hereto as Appendix C). The
Noteholders' Statements are prepared by responsible officials of A.I. Credit
Corp., and relate to the beneficial interest in receivables transferred to the
AIG Credit Premium Finance Master Trust, Series 2002-1, (the "2002 Receivables
Pool") by A.I. Receivable Transfer Corp. Responsible officials of A.I. Credit
Corp. are hereafter referred to as "Management".

This agreed-upon procedures engagement was conducted in accordance with the
attestation standards established by the American Institute of Certified Public
Accountants. These procedures were performed solely to assist the Specified
Users in evaluating Management's assertions about the Servicer's compliance with
the Sale and Servicing Agreement, dated November 8, 1999 (the "Agreement"), as
it relates to the Noteholders' Statements, as set out in the "Annual Servicer's
Certificate", attached hereto as Appendix C. The Agreement is among AIG Credit
Premium Finance Master Trust as Issuer, A.I. Receivables Transfer Corp as
Seller, A.I. Credit Corp., AICCO, Inc., Imperial Premium Finance, Inc. [a
Delaware Corporation], Imperial Premium Finance Inc. [a California Corporation],
and Imperial Premium Funding, Inc. (collectively as Original Transferor) and
Bank One, National Association as Indenture Trustee (the "Trustee").

Our procedures and related findings are set forth in Appendices A and B and
Noteholders' Statements are set forth in Appendix C.

Unless otherwise defined herein, capitalized terms in this letter and in
Appendix A shall have the same meaning as those specified in the Agreement, the
AIG Premium Finance Master Trust Prospectus Supplement, dated July 23, 2002 (the
"2002-1 Supplement") and the related Base Indenture.

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The sufficiency of these procedures is solely the responsibility of those users
specified in this report. Consequently, we make no representation regarding the
sufficiency of the procedures set forth herein either for the purpose for which
this report has been requested for any other purpose.

For purposes of this report, the Specified Users have agreed that differences of
5% or less of each reported balance on the Noteholders' Statement (up to a
maximum of 1% of Principal Receivables) will be considered immaterial and as
such will not be reported to you, and that differences which exceed 5% will be
considered material and will be reported to you.

We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on Management's assertion about the
Servicer's compliance with the Agreement as it relates to the Noteholders'
Statements. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.

This report is intended solely for the use of Management and the Specified Users
and is not intended to be and should not be used by anyone other than these
specified parties.














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                                   APPENDIX A



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NOTEHOLDERS' STATEMENTS


We performed the procedures enumerated below:

o       We obtained six monthly AIG Credit Premium Finance Master Trust Series
        2002-1 Noteholders' Statements covering the period from July 1, 2002 to
        December 31, 2002 (the "six month period") from the Servicer.

o       With respect to the Noteholders' Statement for each of the months in the
        six-month period, we performed the procedures set forth below with
        respect to each Noteholder Statement caption. The procedures and
        findings are presented in the same order and with the same captions as
        those used in each Noteholders' Statement.

A.      INFORMATION REGARDING THE CURRENT MONTHLY PAYMENT (STATED ON THE BASIS
        OF $1,000 ORIGINAL NOTE PRINCIPAL AMOUNT)

        a.)     We obtained the Servicer's internal calculation Worksheets (the
                "Worksheets") supporting each Noteholders' Statement. We were
                advised by Management that such Worksheets set forth the
                balances, amounts and percentages used by the Servicer to
                compute the information required by the Agreement.

        b.)     Using the applicable Worksheets we performed the following:

        Item 1 (Class A, B, and C Monthly Interest)

        o       The total monthly payment, calculated as the sum of principal,
                interest, additional interest, and deficiency amount, for
                holders of Class A, B, and C Notes.

        o       The initial noteholder balance at the date of original issue.

        We divided the total monthly payment by the initial noteholder balance,
        multiplied by one thousand, and compared and agreed the results of the
        calculation to Item 1 on each Noteholders' Statement without exception.

        Items 2, 3, 4 (Class A, B, and C Monthly Interest)

        We divided the individual principal payment for each class by their
        initial noteholder balance and multiplied by one thousand. We were
        advised by Management that items 2, 3 and 4 are not applicable as
        neither the Controlled nor Rapid Amortization Period has yet to
        commence. We noted zero balances were recorded in items 2, 3 and 4 of
        each Noteholders' Statement.

        Items 5, 8, and 12 (Class A, B, and C Monthly Interest)

        We divided the individual monthly interest payment for each class from
        the applicable worksheet by the initial noteholder balance and
        multiplied by one thousand. The results of the calculation were compared


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        and agreed to Items 5, 8 and 12, respectively, on each Noteholders'
        Statement without exception.

        Items 6, 7, 9, 10, 13, 14 (Class A, B, and C Additional Interest and
        Deficiency Amount)

        We noted that the individual additional interest and deficiency amounts
        for each class from the applicable worksheet were zeroes. Management
        informed us that circumstances requiring the computation of the
        following balances and amounts did not occur:

        o       Additional Interest for any Class

        o       Deficiency Interest for any Class

        We noted zero balances were recorded in Items 6, 7, 9, 10, 13 and 14 on
        each Noteholders' Statement.

        Items 11 and 15 (Class B and C Prior Period Interest)

        We noted that the individual prior period interest for each class were
        zeroes. Management informed us that these items are not applicable as
        the circumstances giving rise to such events have not occurred.

        We noted zero balances were recorded in these items of each Noteholders'
        Statement.

B       INFORMATION REGARDING THE PERFORMANCE OF THE TRUST

        1. Collections of Principal Receivables:

        (a)     Using the applicable Worksheets, we recomputed the aggregate
                amount of Collections of Principal Receivables by multiplying
                the Principal Receivable Collections by its Floating Investor
                Percentage. The results of the procedures set forth in items (i)
                and (ii) below, as follows:

                (i)     The Principal Receivable Collections was recalculated
                        using reports from the Servicer's sub-ledger systems, by
                        adding the monthly amounts under captions "Beginning
                        Loan Balance", "New Business Amount Financed", "Revenue
                        Earned", "Beginning Drafts Pending", and "Recoveries
                        Received", and subtracting monthly amounts under
                        captions "Ending Drafts Pending", "Gross Charge-offs",
                        and "Ending Loan Balance", to derive the Total
                        Collections Received for the month. We then subtracted
                        the amount of Collections of Finance Charge Receivables
                        to derive the Principal Receivable Collections, and
                        added:

                (ii)    From the sum derived in (i) above, we added the
                        aggregate monthly Collections of Finance Charge
                        Receivables, including recoveries from each applicable
                        Worksheet.

                (iii)   We multiplied the summarized amounts in (i) and (ii)
                        above by the Floating Investor Percentage at the
                        beginning of the Monthly Period obtained from the
                        applicable Worksheets. The resulting recalculated
                        aggregate amount of Collections of Principal Receivables


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                        attributable to the Investors was compared and agreed to
                        the related amount on each applicable Worksheets,
                        without exception.

        2. Noteholders Investor Interests and Principal Receivables in the
           Trust:

        (a)     To recalculate the amount of Principal Receivables, we obtained
                the Worksheets and Servicer's monthly trial balance and
                aggregated the following captions "Notes Receivable" as of month
                end less "Deferred Revenue" and "Drafts Pending > 30 days." The
                results of the recalculation were compared and agreed to the
                corresponding item in each Noteholders' Statement without
                exception.

        (b)     We compared and agreed the sum of Items (c), (d) and (e) below
                to the Noteholders' Statement without exception.

        (c)     Class A Investor Interest as of the end of the related Interest
                Period.

                We compared and agreed the amount to the 2002-1 Supplement and
                were advised by Management that this amount is static at
                $450,000,000 (for each selected month) as this is fixed term
                deal until amortization commences.

        (d)     Class B Investor Interest as of the end of the related Interest
                Period.

                We compared and agreed the amount to the 2002-1 Supplement and
                were advised by Management that this amount is static at
                $16,755,000 (for each selected month) as this is fixed term deal
                until amortization commences.

        (e)     Class C Investor Interest as of the end of the related Interest
                Period.

                We compared and agreed the amount to the 2002-1 Supplement and
                were advised by Management that this amount is static at
                $11,968,085 (for each selected month) as this is fixed term deal
                until amortization commences.

        (f)     We compared and agreed the sum of Items (g), (h), and (i) below
                to the Noteholders' Statement without exception.

        (g)     The average daily Class A Investor Interest with respect to the
                related Interest Period.

                We compared and agreed the amount in Item 2(c) above to the
                corresponding item in each Noteholders' Statement without
                exception. We were advised by Management that the amount is
                static until amortization commences.  We were further advised by
                Management that amortization has not commenced.

        (h)     The average daily Class B Investor Interest with respect to the
                related Interest Period

                We compared and agreed the amount in Item 2(d) above to the
                corresponding item in each Noteholders' Statement without
                exception. We were advised by Management that the amount is
                static until amortization commences.  We were further advised by
                Management that amortization has not commenced.


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        (i)     The average daily Class C Investor Interest with respect to the
                related Interest Period

                We compared and agreed the amount in Item 2(e) above to the
                corresponding item in each Noteholders' Statement without
                exception. We were advised by Management that the amount is
                static until amortization commences.  We were further advised by
                Management that amortization has not commenced.

        (j)     The Floating Investor Percentage with respect to the related
                Transfer Date.

                We recalculated by dividing the Average Daily Investor Interest
                (from Item 2(f) above) by the Total Trust Assets at the
                beginning of the month. The results of the recalculation were
                compared and agreed to the corresponding item in each
                Noteholders' Statement without exception.

        (k)     We were advised by Management that the Class A Floating
                Allocation with respect to the related Transfer Date is the
                Initial Class A Principal amount established as per the 2002-1
                Series Supplement divided by the total Class A, B, and C initial
                Investor Interests.

        (l)     We were advised by Management that the Class B Floating
                Allocation with respect to the related Transfer Date is the
                Initial Class B Principal amount established as per the 2002-1
                Series Supplement divided by the total Class A, B, and C initial
                Investor Interests.

        (m)     We were advised by Management that the Class C Floating
                Allocation with respect to the related Transfer Date is the
                Initial Class C Principal amount established as per the 2002-1
                Series Supplement divided by the total Class A, B, and C initial
                Investor Interests.

        (n)     The Fixed Investor Percentage with respect to the related
                monthly period is a percentage equivalent of a fraction, the sum
                of items (o), (p), and (q) below. We recalculated the
                percentage, and compared and agreed without exception.

        (o)     The Class A Fixed Allocation with respect to the related monthly
                period is a percentage equivalent of a fraction, the numerator
                of which is the Class A Investor Interest as of the close of
                business on the last day of the Revolving Period, and the
                denominator of which is equal to the Investor Interest as of the
                close of business on the last day of the Revolving Period.
                Management informed us that these are not applicable as the
                circumstances giving rise to such events have not occurred. We
                noted zero balances were recorded in these Items of each
                Noteholders' Statement.

        (p)     The Class B Fixed Allocation with respect to the related monthly
                period.

                This amount is a percentage equivalent of a fraction, the
                numerator of which is the Class B Investor Interest as of the
                close of business on the last day of the Revolving Period, and
                the denominator of which is equal to the Investor Interest as of
                the close of business on the last day of the Revolving Period.
                Management informed us that these are not applicable as the
                circumstances giving rise to such events have not occurred. We


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                noted zero balances were recorded in these Items of each
                Noteholders' Statement.

        (q)     The Class C Fixed Allocation with respect to the related monthly
                period.

                This amount is a percentage equivalent of a fraction, the
                numerator of which is the Class C Investor Interest as of the
                close of business on the last day of the Revolving Period, and
                the denominator of which is equal to the Investor Interest as of
                the close of business on the last day of the Revolving Period.
                Management informed us that these are not applicable as the
                circumstances giving rise to such events have not occurred. We
                noted zero balances were recorded in each Item of each
                Noteholders' Statement.

        (r)     The outstanding principal balance of the Class A Notes as of the
                end of the day on the Payment Date.

                This amount is equal to the ending balance at the prepayment
                date, plus increases at the Payment Date, less Mandatory and/or
                Voluntary Decreases at the Payment Date. Using the applicable
                Worksheets, the outstanding principal balance was compared and
                agreed to the related item in each Noteholders' Statement
                without exception.

        (s)     The outstanding principal balance of the Class B Notes as of the
                end of the day on the Payment Date.

                This amount is equal to the ending balance at the prepayment
                date, plus increases at the Payment Date, less Mandatory and/or
                Voluntary Decreases at the Payment Date. Using the applicable
                Worksheets, the outstanding principal balance was compared and
                agreed to the related item in each Noteholders' Statement
                without exception.

        (t)     The outstanding principal balance of the Class C Notes as of the
                end of the day on the Payment Date.

                This amount is equal to the ending balance at the prepayment
                date, plus increases at the Payment Date, less Mandatory and/or
                Voluntary Decreases at the Payment Date. Using the applicable
                Worksheets, the outstanding principal balance was compared and
                agreed to the related item in each Noteholders' Statement
                without exception.

        (u)     The balance of the Transferor Certificate as of the end of the
                related Monthly Period.

                Management informed us that these items are not applicable as
                the circumstances giving rise to such events have not occurred.
                We noted zero balances were recorded in these items of each
                Noteholders' Statement



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3.      Increases and Decrease in Investor Interests:

        Items (a) through (o):

        Increases and Decreases:

        We obtained the "AIG Master Trust Funding Activity" Worksheet from the
        Servicer, which detailed Original Issues, Additional Fundings, Mandatory
        and Voluntary Decreases by Noteholders for each month in the six month
        period. We compared and agreed the activity therein to the corresponding
        data in the Noteholders' Statements without exception.


4.      Delinquent Receivables:

        (a)     For each month selected, we obtained the Servicer's system
                sub-ledger labeled "Worksheet for Aging Combined Trusts," and
                compared and agreed the following aging categories and amounts
                for each category between each Worksheet and each Noteholders'
                Statement. Using the aggregate outstanding balance amounts for
                each aging category below from the applicable Worksheet, and the
                total from the applicable Worksheets, we recalculated the
                percentage of trust receivables, and compared and agreed to the
                corresponding item in each Noteholders' Statement, without
                exception:

                o       1 to 30 days

                o       31 to 60 days

                o       61 to 90 days

                o       91 to 120 days

                o       121 to 150 days

                o       151 or more days


5.      Deferred Payment Obligations and Unfunded Receivables:

        (a)     Aggregate amount of Principal Receivables representing the
                Deferred Payment Obligations.

                We obtained the Servicer's sub ledger system reports labeled
                "DPO Worksheets". We summarized and compared the activity
                therein to the corresponding amount for this item in each
                Noteholders' Statement, without exception.

        (b)     Percentage of aggregate Principal Receivables balance
                representing Deferred Payment Obligations

                We recalculated this percentage by taking (a) above divided by
                the aggregate amount of Principal Receivables in the Trust as
                noted in item B2(a). The percentage of aggregate principal
                receivables balance percentage was compared and agreed to the


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                related amount for this item on each Worksheet, without
                exception.

        (c)     Aggregate amount of Principal Receivables representing the
                amount of unfunded Receivables.

                We obtained the Servicer's system sub-ledger Worksheet for each
                month selected. We compared and agreed the activity therein to
                the corresponding data in each Noteholders' Statement, without
                exception.

        (d)     Percentage of aggregate Principal Receivables balance
                representing the amount of unfunded Receivables.

                Recalculated by taking (c) above divided by the aggregate amount
                of Principal Receivables in the Trust as noted in item B2(a).
                The results of the calculation were compared and agreed to the
                corresponding items each Noteholders' Statement, without
                exception.


6.      Investor Default Amounts:

        Items (a), (b), (c) and (d): We obtained the "Investor Default Amount
        Allocable to Series" representing Servicer Write-offs for each month
        selected and added the Exchangeable Transferors Certificates share of
        the Default Amount, and multiplied the result by the Floating Investor
        Percentage for the Monthly Period (previously calculated in B2(j)
        above), to recompute the aggregate Default Amount. We recomputed the
        Default Amount for each of Class A, B and C in accordance with the
        allocation percentages in B2(k),(l),(m) and compared the result to the
        corresponding data in each Noteholders' Statement, without exception.


7.      Investor Charge Offs:

        Items (a)-(l): Management informed us that no charge-offs have occurred
        for the six-month period. We noted zero balances were recorded in these
        items of each Noteholders' Statement.


8.      Investor Serving Fee:

        Items (a) - (c): The Agreement provides that there will be no Servicing
        Fee paid to A.I. Credit. Accordingly, we noted zero balances were
        recorded in items a, b and c of Item 8 of each Noteholders' Statement
        with respect to the above requirements.


9.      Reallocations:

        Items (a) - (b): Management informed us that these are not applicable as
        the circumstances giving rise to such events have not occurred. We noted
        zero balances were recorded in these items of each Noteholders'
        Statement.


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10.     Collection of Finance Charge Receivables:

        We recomputed the aggregate amount of Collections of Finance Charge
        Receivables by multiplying the Finance Charges Collections from the
        applicable Worksheets by its Floating Investor Percentage from the
        applicable Worksheets. The results of the procedures set forth in items
        (i) and (ii) below, as follows:

        (i)     Aggregate monthly Collections of Finance Charge Receivables
                including recoveries from the Worksheets

        (ii)    We multiplied the summarized amounts above by the Floating
                Investor Percentage at the beginning of the Monthly Period. Such
                percentage was recalculated by us in accordance with the formula
                set forth in the Agreement.


11.     Available Funds:

        (a)     The amount of Class A Available Funds on deposit in the Finance
                Charge Account on the related Transfer Date.

                We recalculated this item by multiplying the Collection of
                Finance Charges Receivables as noted in B10 above, by the Class
                A Floating Allocation percentage as noted in B2(k). The Class A
                Available Funds on deposit was compared and agreed to the
                related data on the applicable Worksheets, without exception.

        (b)     The amount of Class B Available Funds on deposit in the Finance
                Charge Account on the related Transfer Date

                We recalculated this item by multiplying the Collection of
                Finance Charges Receivables as noted in B10 above, by the Class
                B Floating Allocation percentage as noted in B2(l). The Class B
                Available Funds on deposit was compared and agreed to the
                related data on the applicable Worksheets, without exception.

        (c)     The amount of Class C Available Funds on deposit in the Finance
                Charge Account on the related Transfer Date

                We recalculated this item by multiplying the Collection of
                Finance Charges Receivables as noted in B10 above, by the Class
                C Floating Allocation percentage as noted in B2(m). The Class C
                Available Funds on deposit was compared and agreed to the
                related data on the applicable Worksheets, without exception.


12.     Pool Factor as of the Related Monthly Period:

        We were advised by Management that this item represents the Investor
        Interests as of the last day of any monthly period divided by the
        initial Investor Interests. The Pool Factor was agreed to the related
        data on the Worksheets, without exception.


13.     Yield Enhancement:

        The Agreement sets forth two required balances to be reported on.
        Management informed us that, by mutual agreement, the parties who have
        agreed to these procedures have added three additional captions and
        associated computations to this Item of the Agreement. Certain amounts


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        used by us to calculate items 13(a), 13(d)(g), and 13(h) below were
        obtained from Management.

        (a)     Balance in the Yield Enhancement Account as of the related
                Monthly Period.

                We recalculated each month's amount as the Excess Spread
                deposited on the Related Transfer Date (See Item 13(c) below) at
                the end of the prior monthly period using the applicable
                Worksheets.

        (b)     Available Yield Enhancement Amount with respect to the related
                Transfer Date

                1)      For each month selected, we obtained the Monthly
                        Principal Collections (See Items B(1) & B(6)(a)).

                2)      By reference to the calculations performed in Item
                        B(11)(a)(b)(c) above, we obtained the Collections of
                        Finance Charge Receivables attributable to the
                        Investors.

                3)      We added (1) and (2) above, and multiplied the result by
                        4.0% (as required by the Agreement) and by the Floating
                        Investor Percentages.

                4)      We added the Class A, B and C monthly interest (See Item
                        A(5),(8),(12) above)

                5)      We compared (3) and (4) above and agreed the lesser
                        amounts (which in all instances resided in (4) above) to
                        the corresponding data in the applicable monthly
                        Noteholder' Reports, without exception.

        (c)     Excess Spread with respect to the related Transfer Date

                (a)     We summarized the following:

                        o       The aggregate of Class A, B and C Available
                                Funds (See Item B(11)(a)(b)(c) above; less

                        o       The Class A and B Monthly Interest (See Item
                                A(5),(8) above); less

                        o       The aggregate Class A Default Amount (See Item
                                B(6)(b) above)

        We recalculated Excess Spread as the net of the results obtained in
        13(c) above, and compared and agreed such amounts to the corresponding
        data in each Noteholders' Statement, without exception. We were informed
        by Management that there was no Additional Deficiency Interest or
        Servicing Fees in any month, both of which would impact the computation
        of Excess Spread.

        (d)     Amount paid to Noteholders from Excess Spread on the related
                Transfer Date

                This monthly balance was recalculated using the following
                methodology:


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                o       Balance in the Yield Enhancement Account as of the
                        related Monthly Period (Item B13(a); plus

                o       Available Yield Enhancement Amount with respect to the
                        related Transfer Date (Item B13(b) above), plus

                o       Excess Spread with respect to the related Transfer Date
                        (Item B13(c) above), minus

                o       Resulting balance in the Yield Enhancement Account on
                        the related Transfer Date (Item B13(h) below), minus

                o       Amount in excess of the 91 Day Delinquency Amount
                        released from the Yield Enhancement Account (See Item
                        B13(g) below).

        The net monthly results were compared and agreed to the corresponding
        data in each Noteholders' Statement, without exception.

        (e)     Amount paid to noteholders from the Yield Enhancement Account on
                the related Transfer Date. Management informed us that this is
                not applicable as the circumstances giving rise to such events
                have not occurred. We noted zero balance was reported in this
                Item of each Noteholders' Statement.

        (f)     91 Day Delinquency Amount as of the related Transfer Date:

                1)      We obtained the Servicer's systems sub-ledger labeled
                        "Worksheet for Aging Combined Trusts," for each month
                        selected and added the following aging categories:

                        o       91 to 120 days

                        o       120 or more days

                        o       Attorney Status

                        o       Hold Status

                2)      We obtained and added the Exchangeable Transferors
                        Certificates share of the greater than 90 days
                        delinquency amount to the sum in (1) above.

        We multiplied the result of (2) above by the Floating Investor
        Percentage (see B2(j)) at the end of the Monthly Period to obtain the
        Resulting Balance in the Yield Enhancement Account on the Related
        Transfer Date. This result was compared and agreed to the corresponding
        data in each Noteholders' Statement, without exception.

        (g)     Amount in excess of the 91 Day Delinquency Amount released from
                the Yield Enhancement Account:

                1)      We summarized the aging categories as identified in
                        B13(f) above


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                2)      We summarized the following items (B13(a - d)) above.

                3)      Compared and agreed 1) and 2) above to determine the
                        following:

                        a)      If 2) is greater than 1) then, subtract 1) from
                                2) this represents the Amount in excess of the
                                91 Day Delinquency amount released from the
                                Yield Enhancement Account.

                        b)      If 2) is less than 1) then, zero balance would
                                be recorded in this item.

        Recalculated the Amount in excess of the 91 Day Delinquency based upon
        the above formulas and compared and agreed such amounts to the
        corresponding data in each Noteholders' Statement, without exception.

        (h)     Resulting balance in the Yield Enhancement Account on the
                related Transfer Date. (See Item B13(f) above.)


14.     Excess Funding Account:

        (a)     The principal amount on deposit in the Excess Funding Account as
                of the end of the related Monthly Period.

                1) We noted that this amount is zero on each Noteholders'
                Statement. Management informed us, that pursuant to Item
                4.03(a), they are not required to establish and maintain a
                segregated account with a Qualified Institution in the name of
                the Trustee, on behalf of the Trust, for the benefit of the
                Noteholders.

        (b)     The Amount of Principal Collections deposited into the Excess
                Funding Account on the related Transfer Date. See 14(a)1) above.

        We noted zero balances were recorded in these items of each Noteholders'
        Statement, without exception.

        C.      FLOATING RATE DETERMINATION

                LIBOR for the Interest Period ending on this payment Date.

                For each month, we obtained a letter from the Trustee addressed
                to the Servicer and noted within each letter the LIBOR rate on
                each LIBOR Determination Date, for each Class. The results were
                compared and agreed to the corresponding data in each
                Noteholders' Statement, without exception.

        D.      AMORTIZATION PERIODS

                Items 1 - 6: Management informed us that this condition is not
                applicable as the circumstances giving rise to such event has
                not commenced. We noted that no information was presented in
                these items in each Noteholders' Statement, without exception.


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        E.      PAY OUT EVENTS

                For items (a) thru (i) we were informed by Management that:

                (a)     Financed Premium Percentage for the related Monthly
                        Period represents the ratio (expressed as a percentage)
                        of the aggregate of premiums financed to the aggregate
                        of the Insurance Premium Obligations for the current
                        monthly period.

                (b)     Financed Premium Percentage for the related Monthly
                        Period immediately preceding the related Monthly Period
                        represents the ratio (expressed as a percentage) of the
                        aggregate of premiums financed to the aggregate of the
                        Insurance Premium Obligations for the immediately
                        preceding monthly period.

                (c)     Financed Premium Percentage for the related Monthly
                        Period next preceding the related Monthly Period
                        represents the ratio (expressed as a percentage) of the
                        aggregate of premiums financed to the aggregate of the
                        Insurance Premium Obligations for the next preceding
                        monthly period.

                (d)     Monthly Payment Rate for the related Monthly Period
                        represents a fraction (expressed as a percentage), the
                        numerator of which equals the total Principal and
                        Finance Charge Collections, and the denominator of which
                        equals the aggregate amount of the total Principal
                        Receivables in the Trust at the end of the preceding
                        Monthly Period.

                (e)     Monthly Payment Rate for the Monthly Period immediately
                        preceding the related Monthly Period represents a
                        fraction (expressed as a percentage), the numerator of
                        which equals the total Principal and Finance Charge
                        Collections for the immediately preceding monthly
                        period, and the denominator of which equals the
                        aggregate amount of the total Principal Receivables in
                        the Trust at the end of the immediately preceding
                        Monthly Period.

                (f)     Monthly Payment Rate for the Monthly Period next
                        preceding the related Monthly Period represents a
                        fraction (expressed as a percentage), the numerator of
                        which equals the total Principal and Finance Charge
                        Collections for the next preceding monthly period, and
                        the denominator of which equals the aggregate amount of
                        the total Principal Receivables in the Trust at the end
                        of the next preceding Monthly Period.

                (g)     Annualized Monthly Excess Spread Amount for the related
                        Monthly Period represents the percentage (expressed in
                        basis points) calculated by annualizing the following:
                        Monthly Finance Charge Collections (See B10), plus the
                        Available Yield Enhancement Amount (See B13 (b)), less
                        the Investor Defaults for the related monthly period,
                        less the Monthly Interest Payment based on the Capped
                        Note Rate, divided by the Average Daily Balance for the
                        Interest Period (See B2(f)).


                                       14
<PAGE>
                (h)     Annualized Monthly Excess Spread Amount for the Monthly
                        Period immediately preceding the related Monthly Period
                        represents the percentage (expressed in basis points)
                        calculated by annualizing the following: Monthly Finance
                        Charge Collections(See B10) for the immediately
                        preceding monthly period, plus the Available Yield
                        Enhancement Amount (See B13(b)) for the immediately
                        preceding monthly period, less the Investor Defaults for
                        the immediately preceding monthly period, less the
                        Monthly Interest Payment based on the Capped Note Rate
                        for the immediately preceding monthly period, divided by
                        the Average Daily Balance for the immediately preceding
                        Interest Period (See B2(f)).

                (i)     Annualized Monthly Excess Spread Amount for the Monthly
                        Period next preceding the related Monthly Period
                        represents the percentage (expressed in basis points)
                        calculated by annualizing the following: Monthly Finance
                        Charge Collections(See B10) for the next preceding
                        monthly period, plus the Available Yield Enhancement
                        Amount (See B13(b)) for the next preceding monthly
                        period, less the Investor Defaults for the next
                        preceding monthly period, less the Monthly Interest
                        Payment based on the Capped Note Rate for the next
                        preceding monthly period, divided by the Average Daily
                        Balance for the next preceding Interest Period (See
                        B2(f)).

        Using the applicable Worksheets, we recalculated and summarized Items E
        (a) - (i) as described above, and compared and agreed such recalculated
        amounts to the corresponding item in each Noteholders' Statement,
        without exception.

                Items (j), (k), and (l): Management informed us that the
                Unconcentrated 240+ Day Delinquency Percentage has not exceeded
                6% for any of the three preceding Monthly Periods. Such amount
                is required to be report on if the 91 Day Delinquencies are
                greater than 6% for any of the three preceding Monthly Periods.
                Accordingly, we noted that no information was presented in this
                item on each Noteholders' Statement, without exception.



                                       15

<PAGE>
                                   APPENDIX B


Pursuant to Section 3.06(a) of the Agreement, we have performed the following:

          (1)  Obtained from the Servicer, the Servicer Compliance Certificate
               (appended hereto as Exhibit 1) which includes the Servicer's
               representations that it has, for the period from January 1, 2002
               to December 31, 2002, complied in all material respects with the
               terms and conditions set forth in Articles III and IV of the
               Agreement and Article 5 of the Base Indenture in each case as
               supplemented by each Series Supplement, with subclause (c) of
               Section 2.01 thereof and subclause (ii)(A) of Subsection 2.06 (d)
               thereof (the articles and subclauses collectively referred to
               herein as the "Compliance Covenants").

          (2)  With respect to the requirements contained in the applicable
               sections of the Compliance Covenants, the following represents
               our procedures and findings:

                                   ARTICLE III

SECTION NO.

3.01      (d)  We inquired of the Servicer who informed us that there were no
               ineligible receivables during the calendar year.

3.02           We inquired of the Servicer who informed us that pursuant to the
               terms of the Agreement, the Servicer does not receive a servicing
               fee.

               Additionally, the fees and disbursements of the Paying Agent,
               Transfer Agent and Registrar, the Independent public accountants
               and other fees and expenses incurred by the Servicer are paid by
               the Original Transferor.

3.04      (b)  We obtained Servicer Reports for each month and for each Series
               in the six month period ended December 31, 2002 ("the six month
               period").

3.05           We obtained and read a copy of the Annual Servicer's Certificate
               noting that it was substantially in the form as prescribed by the
               Agreement and signed by an officer of the Servicer.


                                   ARTICLE IV

4.02           See 5.3 below.

4.03      (a)  See 5.4(a) below.

4.03      (b)  See 5.4(b) below.

4.03      (c)  See 5.4(c) below.

4.03      (d)  See 5.4(d) below.

4.03      (e)  We inquired of the Servicer who informed us that this is not
               applicable as the circumstances giving rise to such events have
               not occurred.

<PAGE>
                                    ARTICLE V

5.3   (a)(b)   We inquired of the Servicer who informed us that pursuant to the
               terms set forth

      (c)(d)   in Section 3.01(b) of the Agreement, the Servicer has not
               established segregated

          (e)  Collection, Finance Charge and Principal or Series accounts,
               although the Trustee is

5.4       (a)  authorized to withdraw funds from a certain Servicer bank
               account.

5.4       (b)  For each month in the six month period, we recalculated the
               allocation of Collections between Finance Charge Receivables and
               Principal Receivables in the manner specified in Subsection
               1.02(b) of the Agreement, and agreed such result to that
               contained in the Servicer Reports, without exception. (See
               Appendix A, Items B10 and B6).

5.4       (c)  As performed in Appendix A, items I(A)(B)(C)(D), we recalculated
               the allocation of the aggregate Collections for each month in the
               six month period to the Holders of the Trust Interests as set
               forth in the Agreement and compared without exception such result
               to that contained in the Servicer Reports.

5.4       (d)  We inquired of the Servicer who informed us that there have been
               no rebates, chargebacks, refunds or adjustments made in
               accordance with the Guidelines. Accordingly, the Servicer made no
               Credit Adjustments during the six month period and the
               Transferor's Ownership Interest did not require adjustment
               pursuant to this section of the Agreement.


5.4       (e)  See Item 5.3 above.

5.4       (f)  We inquired of the Servicer's Management and Management informed
               us that these are not applicable as the circumstances giving rise
               to such events have not occurred.

5.5            See Item 5.12 below

5.6            See Item 5.13 below

5.7            We inquired of the Servicer's Management and Management informed
               us that there have been no losses on any Permitted Investment.

5.8            We inquired of the Servicer's Management and Management informed
               us that these are not applicable as the circumstances giving rise
               to such events have not occurred.

5.9            We inquired of the Servicer's Management and Management informed
               us that these are not applicable as the circumstances giving rise
               to such events have not occurred.

5.11           (a) and (g) See Item 5.3 above.


                                       2
<PAGE>
               (b) and (d) We inquired of the Servicer's Management and
               Management informed us that these are not applicable as the
               circumstances giving rise to such events have not occurred.

               (f) See Appendix A Item B13.

5.12     DETERMINATION OF MONTHLY INTEREST

          (a)  See Item I General Information - Class A, B and C-Available Funds
               in Appendix A.

          (b)  See Item 5.12 above.

          (c)  See Item 5.12 above.

5.13     DETERMINATION OF MONTHLY PRINCIPAL

          (a)  We inquired of Management who informed us that the Controlled or
               the Rapid Amortization Period has not yet commenced.

          (b)  See Item 5.13(a) above.

          (c)  See Item 5.13(a) above.

5.14     COVERAGE OF REQUIRED AMOUNTS

          (a)  We inquired of Management who informed us that the Required
               Amounts by Class have not exceeded the Available Funds by Class
               for any related Monthly Period.

          (b)  See Item 5.14(a) above.

          (c)  See Item 5.14(a) above.

          (d)  See Item 5.14(a) above.

5.15     MONTHLY PAYMENTS

          (a)  We inquired of the Servicer who informed us that by filing the
               Monthly Servicer Report, the Servicer has instructed the Trustee
               to withdraw amounts required to be withdrawn from the Finance
               Charge Account; the Principal Account; the Excess Funding
               Account; and the Distribution Account in the order detailed in
               this Section.

          (b)  See Item 5.15(a) above.

          (c)  See Item 5.15(a) above.

          (d)  We inquired of the Servicer who has informed us that as long as
               they are the Servicer during the Revolving Period, amounts equal
               to the Available Funds for Principal Collections are not
               distributed.

          (e)  We inquired of the Servicer who informed us that the Controlled
               or Rapid Amortization Period has not yet commenced.

          (a)  Reserved


                                       3
<PAGE>
          (b)  Reserved

          (h)  See Item 5.15(a) above.

          (i)  See Item 5.15(e) above.

          (j)  We inquired of the Servicer who informed us that there were no
               refinancings in the trust.

          (k)  See Appendix A Item B3.

5.16     INVESTOR CHARGE OFFS

          (a)  We inquired of the Servicer who has informed us that no
               charge-offs have occurred for the six month period.

          (b)  See Item 5.16(a) above.

          (c)  See Item 5.16(a) above.

          (d)  We inquired of the Servicer who informed us that cumulative
               losses in respect of receivables are tracked on an
               Obligor-by-Obligor basis and on an insurer-by-insurer basis.

          (e)  We inquired of the Servicer's Management and Management informed
               us that there were no losses, recoveries, returned premium or
               other related proceeds during the six month period.

          (h)  We inquired of the Servicer who informed us that they do not
               invest amounts on deposit in any Investor Account or any Series
               Account.

5.17      (a)  We noted that Monthly Available Funds, as reported, have exceeded
               Monthly Interest, as reported for the six month period;
               therefore, we inquired of the Servicer who informed us that
               accordingly, no application of the Yield Enhancement Amounts have
               been required.

          (b)  See Item 5.17(a) above.

          (c)  See Appendix A Item B6.

          (d)  See Item 5.17(a) above.

          (e)  See Appendix A Item A.

          (f)  See Item 5.17(a) above.

          (g)  See Appendix A Item A.

          (h)  See Appendix A Item A.

          (i)  See Appendix A Item A.

          (j)  See Item 5.17(a) above.

          (k)  See Item 5.17(a) above.

          (l)  See Item 5.17(a) above.


                                       4
<PAGE>
          (m)  See Item 5.17(a) above.

5.18      (a)  We inquired of the Servicer's Management and Management informed
               us that no Reallocated Principal Collections have occurred for
               the six month period.

          (b)  See Item 5.18(a) above.

          (c)  See Item 5.18(a) above.

5.19      (a)  See Appendix A Items B6 and B10.

          (b)  See Item 5.19(a) above.

          (c)  See Item 5.19(a) above.

5.20      (a)  We inquired of the Servicer who informed us, pursuant to Section
               4.03(a), that they are not required to establish and maintain
               with a Qualified Institution in the name of the Trustee, on
               behalf of the Trust, for the benefit of the Noteholders, a
               segregated account.

          (b)  See Item 5.20(a) above.

          (c)  See Item 5.20(a) above.

5.21      (a)  See Item 5.20(a) above.

          (b)  See Item 5.20(a) above.

5.22      (a)  For each month, we obtained a letter from the Trustee to the
               Servicer and noted the LIBOR rate on each LIBOR Determination
               Date, for each Class. See Apendix A, Item C.

5.23      We inquired of the Servicer's Management and Management informed us
          that this condition is not applicable as the circumstances giving rise
          to such event has not occurred.

5.24      We inquired of the Servicer's Management and Management informed us
          that this condition is not applicable as the circumstances giving rise
          to such event has not occurred.

5.25      See Appendix A, Item A.

5.26      We inquired of the Servicer's Management and Management informed us
          that this condition is not applicable as the circumstances giving rise
          to such event has not occurred.



                                       5
<PAGE>
                                   APPENDIX C












<PAGE>
                                   EXHIBIT 1