AMENDMENT NUMBER 7 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


         AMENDMENT  NUMBER 7 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),  dated as of March  31,  1997  between  UNION  ACCEPTANCE  FUNDING
CORPORATION,  a Delaware  corporation,  as  transferor  (in such  capacity,  the
"Transferor"),   UNION  ACCEPTANCE  CORPORATION,   an  Indiana  corporation,  as
collection  agent (in such capacity,  the  "Collection  Agent"),  and ENTERPRISE
FUNDING  CORPORATION,  a Delaware  corporation  (the  "Company")  amending  that
certain  Transfer and  Administration  Agreement  dated as of June 27, 1995,  as
amended as of September 8, 1995, September 29, 1995, March 1, 1996, September 5,
1996,  October 31, 1996 and December 23, 1996 (the "Transfer and  Administration
Agreement").

         WHEREAS,  the  Transferor  and the Company  have agreed to make certain
amendments to the Transfer and Administration Agreement.

         NOW, THEREFORE, the parties hereby agree as follows:

         SECTION  1.  Defined  Terms.  As used in this  Amendment  and except as
otherwise  provided  in this  Section 1,  capitalized  terms shall have the same
meanings assigned thereto in the Transfer and Administration Agreement:

         (a) Section 1.1 of the Transfer and Administration  Agreement is hereby
amended  by  the  addition  of  the  following  definition  in  the  appropriate
alphabetic location:

                  "Actual  Aggregate  Securitized  Pool Loss Amount" shall mean,
         calculated  as of the most  recent  Settlement  Period,  the sum of the
         Actual Net Losses to Date for all Securitized Pools.

                  "Aggregate  Securitized  Pool  Maximum  Expected  Loss Amount"
         shall mean, calculated as of the most recent Settlement Period, the sum
         of  the  Securitized   Pool  Maximum  Expected  Loss  Amounts  for  all
         Securitized Pools.

                  "Cut-off Date" shall mean, for each UAC Pool, the Cut-Off-Date
         as defined in the prospectus supplement relating to such UAC Pool.

                  "Enhancement  Calculation Side Letter" shall mean that certain
         letter dated as of March 31, 1997 among the Transferor,  the Collection
         Agent and the Company describing the means by which the Liquidated Pool
         Life  Percentage  and  Exhibit  D will be  amended  when  each UAC Pool
         becomes a Liquidated Pool.

                  "Expected Loss Projection  Percentage" shall mean (i) the Loss
         Percentage multiplied by (ii) 4.0%.


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                  "Investment  Grade Rating" shall mean a rating of at least BBB
         by Standard  and  Poor's,  Fitch  and/or  Duff & Phelps,  and/or Baa by
         Moody's.

                  "Liquidated  Pool"  shall  mean  a UAC  Pool  which  has  been
         completely liquidated.

                  "Liquidated  Pool  Life  Percentage"  shall  mean,  initially,
         77.37%,   and  will  be  adjusted  as  described  in  the   Enhancement
         Calculation Side Letter as each UAC Pool becomes a Liquidated Pool.

                  "Loss  Percentage"  or " Loss %"  shall  mean,  on any date of
         determination,  the percentage equivalent of the fraction the numerator
         of which is equal to the Actual Aggregate  Securitized Pool Loss Amount
         and the denominator of which is equal to the Aggregate Securitized Pool
         Maximum Expected Loss Amount.

                  "Percentage  of Expected Life" shall mean for any UAC Pool the
         percentage  obtained by dividing (i) the current number of months since
         the Cut-Off Date applicable to such pool by (ii) the  Securitized  Pool
         Expected Life.

                  "Securitized  Pool  Expected  Life"  shall  mean the number of
         months (rounded to two decimal places)  achieved by multiplying (i) the
         Liquidated Pool Life Percentage by (ii) the weighted average  remaining
         term for such Securitized Pool as of its Cut-off Date.

                  "Securitized  Pool  Expected  Losses  Experienced  Percentage"
         shall mean,  for each  Securitized  Pool,  the  percentage set forth on
         Exhibit D attached  hereto  opposite the  Percentage  of Expected  Life
         (rounded to the next highest whole  percentage)  since the Cut-Off Date
         applicable to such Securitized Pool. Notwithstanding anything herein to
         the  contrary,  Exhibit  D will  be  amended  from  time to time by the
         Company  as each  UAC  Pool  becomes  a  Liquidated  Pool,  in order to
         incorporate  the timing of losses  experienced by such  Liquidated Pool
         provided  that such  revised  Exhibit  shall be  derived  in the manner
         described in the Enhancement Calculation Side Letter.

                  "Securitized  Pool Maximum  Expected  Loss Amount" shall mean,
         for  each  Securitized  Pool  and  calculated  as of  the  most  recent
         Settlement  Period, (i) the Securitized Pool Maximum Losses Experienced
         Percentage  applicable to such  Securitized Pool multiplied by (ii) the
         aggregate  Outstanding  Balance of the  Receivables on the Cut-Off Date
         applicable to such Securitized Pool.

                  "Securitized Pool Maximum Losses Experienced Percentage" shall
         mean,  for each  Securitized  Pool and calculated as of the most recent
         Settlement Period, (i) the Securitized Pool Expected Losses Experienced
         Percentage applicable to such Securitized Pool multiplied by (ii) 4.0%.

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                  "UAC Pool"  shall mean each pool of  receivables  directly  or
         indirectly  transferred by UAFC or UAC to a securitization vehicle in a
         structured finance transaction  involving prime automobile  installment
         sales contracts and installment notes and security agreements,  similar
         to the Contracts,  beginning with and including the pool of receivables
         securitized in connection with the UFSB 91B Auto Trust.

         (b) The  definition  of  "Transfer  Percentage"  is hereby  deleted and
replaced with the following:

                  "Transfer   Percentage"   shall   mean,   on   any   date   of
         determination,  the  percentage  equal to (rounded to the nearest whole
         percentage)  (i) 100% minus (ii) the product of (a) the  Expected  Loss
         Projection  Percentage and (b) 1.75 minus (iii) the amount available to
         be  withdrawn  from the Reserve  Account as of the last day of the most
         recent  Settlement  Period expressed as a percentage of the Maximum Net
         Investment  minus  (iv)  in the  case  of any  Contract(s)  which  upon
         origination provided for more than 72 monthly payments, 8.0%, provided,
         that in the event  that the  Transferor  shall  have  failed to cause a
         Take-Out  to  occur  at  least  once in the  sixteen  (16)  consecutive
         calendar  week  period  (or such  longer  period  as  agreed  to by the
         Transferor  and  the  Company)  immediately   preceding  such  date  of
         determination, the Transfer Percentage shall, until the Prefunding Date
         occurring  after the next occurring  Take-Out,  equal the lesser of (x)
         the  Transfer  Percentage  described  above and (y) 92%,  in respect of
         Contracts which upon  origination  provided for 72 monthly  payments or
         less and 84% in respect of Contracts  which upon  origination  provided
         for more than 72 monthly  payments;  provided  further  that in no case
         will (i) 100% minus the Transfer  Percentage  plus the Reserve  Account
         expressed as a percentage of the Maximum Net  Investment  (after giving
         effect to any withdrawal  therefrom on such date of  determination)  be
         less than (ii) the enhancement required for the most recent securitized
         pool to achieve an Investment Grade Rating.

         (c) The following  definitions  are hereby  deleted in their  entirety:
"Actual Loss Percentage", "Maximum Net Loss", and "Maximum Net Loss Percentage."

         SECTION 2. Section  7.1(1) of the Transfer  Agreement is hereby deleted
and replaced with the following:

                  (i) the  Transfer  Percentage  is less than 80% for  Contracts
         which upon origination  provided for 72 monthly payments or less at the
         end of any Settlement Period.

         SECTION  3.  Exhibits.  Exhibit A to the  Transfer  and  Administration
Agreement is hereby deleted and replaced with "Reserved and Exhibit D thereto is
hereby deleted and replaced with Exhibit D attached hereto.


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         SECTION  4.  Limited   Scope.   This   amendment  is  specific  to  the
circumstances  described above and does not imply any future amendment or waiver
of  rights   allocated  to  the  Company,   the  Transferor,   Union  Acceptance
Corporation,  the Collection Agent, the  Administrative  Agent or the Collateral
Agent under the Transfer and Administration Agreement.

         SECTION 5.  Governing  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 6. Severability;  Counterparts.  This Amendment may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.   Any  provisions  of  this   Amendment   which  are  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         SECTION 7. Ratification. Except as expressly affected by the provisions
hereof,  the Transfer and  Administration  Agreement as amended  shall remain in
full force and effect in accordance with its terms and ratified and confirmed by
the parties hereto. On and after the date hereof, each reference in the Transfer
and Administration Agreement to "this Agreement", "hereunder", "herein" or words
of like import shall mean and be a reference to the Transfer and  Administration
Agreement as amended by this Amendment.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 7 as of the date first written above.

                                     ENTERPRISE FUNDING CORPORATION,
                                               as Company


                                       By: /s/ K. Carter Harris
                                      Name: K. Carter Harris
                                     Title: Vice President


                                       UNION ACCEPTANCE FUNDING CORPORATION
                                                as Transferor


                                       By: /s/ Melanie S. Otto
                                          Name:        Melanie S. Otto
                                          Title:       Assistant Secretary


                                       UNION ACCEPTANCE CORPORATION
                                            as Collection Agent


                                       By: /s/ Rick Brown
                                          Name:    Rick Brown
                                          Title:   Vice President and
                                                   Chief Financial Officer



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<PAGE>

Union Acceptance Funding Corporation
Union Acceptance Corporation
March 31, 1997
Page 1



                                 March 31, 1997




Union Acceptance Funding Corporation
250 North Shadeland Avenue
Indianapolis, IN 46219

Union Acceptance Corporation
250 North Shadeland Avenue
Indianapolis, IN 46219

         Re:      Enhancement Calculations for the UAFC Enterprise
                  Funding $350 Million Warehouse Facility

Ladies and Gentlemen:

This letter will  establish the guidelines by which the definition of Liquidated
Pool Life Percentage and Exhibit D to the Transfer and Administration  Agreement
will be adjusted when each UAC Pool becomes a Liquidated Pool. Capitalized terms
used herein but not defined shall have the meaning specified in the Transfer and
Administration Agreement,  dated as of June 27, 1995, as amended as of September
8, 1995, September 29, 1995, March 1, 1996, September 5, 1996, October 31, 1996,
December  23,  1996  and  March  31,  1997  (the  "Transfer  and  Administration
Agreement"), among the Company, the Transferor and the Collection Agent.

When any UAC Pool becomes a Liquidated Pool, the following  calculations will be
made to revise the definition of Liquidated Pool Life Percentage and Exhibit D.

1.       Liquidated Pool Life Percentage - shall mean the percentage (rounded to
         the nearest one hundredth of one percent)  obtained from the average of
         the Actual Life  Percentages for each Liquidated Pool. For the purposes
         of this definition,  the Actual Life Percentage for any Liquidated Pool
         will be  equal to the  percentage  obtained  from the  ratio of (i) the
         number of months from the Cut-Off Date through final liquidation of the
         Liquidated  Pool to (ii) the weighted  average  remaining term for such
         pool as of the related Cut-Off Date.

2.       Exhibit D - the  Average  Loss  Curve in  Exhibit D will be  revised to
         incorporate  the historical  performance of each  Liquidated  Pool. The
         revised  Average Loss Curve will be  determined  as the average of each
         Liquidated Pool's loss curve.



<PAGE>


Union Acceptance Funding Corporation
Union Acceptance Corporation
March 31, 1997
Page 2



         This  letter may be  executed  in any number of  counterparts,  each of
which  shall be  deemed  an  original  and all of  which  taken  together  shall
constitute one letter.

Sincerely,



 /s/ K. Carter Harris
By:  Enterprise Funding Corporation

Agreed and accepted as of the date first above written:

Union Acceptance Corporation

By: /s/ Rick A. Brown
Name: Rick A. Brown
Title: Vice President, Treasurer and CFO


Union Acceptance Funding Corporation

By: /s/ Melanie S. Otto
Name: Melanie S. Otto
Title: Vice President