AMENDMENT NUMBER 5 TO
                      TRANSFER AND ADMINISTRATION AGREEMENT


        AMENDMENT  NUMBER  5 TO  TRANSFER  AND  ADMINISTRATION  AGREEMENT  (this
"Amendment"),  dated as of June 6, 1997 between PERFORMANCE 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 July 24, 1995, as amended by those certain
letter  amendments  dated  September 8, 1995 and September  24, 1995,  among the
parties hereto (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:

                  The  definition  of "Contract" is amended by adding the phrase
         "or PAC" after the phrase "and hereafter created or acquired by UAC".

                  The  definition  of "PAC" is amended by adding the phrase "UAC
         or" after the phrase "shall mean".

         SECTION  2.  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 3.  Governing  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 4. 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.


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         SECTION 5. 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.

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 6 as of the date first written above.

                                             ENTERPRISE FUNDING CORPORATION,
                                                      as Company


                                       By:  /s/ Stewart L. Cutler
                                          --------------------------------------
                                           Name:       Stewart L. Cutler
                                           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/ John M. Stainbrook
                                          --------------------------------------
                                          Name:        John M. Stainbrook
                                          Title:       President



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