Ms. Melanie Otto
April 25, 1997
Page 1



                         ENTERPRISE FUNDING CORPORATION
                      c/o MERRILL LYNCH MONEY MARKETS INC.
                      World Financial Center - South Tower
                               225 Liberty Street
                            New York, New York 10281


April 25,1997

Ms. Melanie Otto
Performance Funding Corporation
250 North Shadeland Avenue
Indianapolis, Indiana  46219

Dear Melanie:

This letter is to confirm our agreement to amend the Transfer and Administration
Agreement ("TAA") between Union Acceptance Corporation (the "Collection Agent"),
Performance  Funding  Corporation  (the  "Transferor")  and  Enterprise  Funding
Corporation  (the "Company") dated July 24, 1995 and as amended to date. The TAA
shall be amended as follows:

         In Section 1.1, the definition of "Transfer  Price" shall be amended so
         that "80%" shall read "87%".

         In Section 1.1, the definition of  "Termination  Date" shall be amended
         so that "July 18, 1997" contained in clause (v) of the definition shall
         read "July 18, 1998".

         Section  2.2(b)  shall be  amended  so that the  reference  to "80%" in
         clause (i) shall be changed to "87%".

         Section  2.5(a)(iii) shall be amended so that the reference to "80%" in
         clause (A) shall be changed to "87%".

         Section  2.9(b) shall be amended so that the  references to "80%" shall
         be changed to "87%".

         Section  2.13(a)(vi) shall be amended so that the reference to "80%" in
         clause (i) shall be changed to "87%".

         Section  2.14(a)  shall be  amended so that the  reference  to "80%" in
         clause (i) shall be changed to "87%".

         Section  2.17(a)  shall be  amended so that the  reference  to "80%" in
         clause (i)(x) shall be changed to "87%".



<PAGE>


Ms. Melanie Otto
April 25, 1997
Page 2



         Section 3.1 shall be amended so that the  reference  to "80%" in clause
         (m) shall be changed to "87%".

         Section 7.1(k) shall be amended so that the reference to "80%" shall be
changed to "87%".

The  Transferor  hereby  represents  and warrants that the  representations  and
warranties  of the  Transferor  set forth in  Section  3.1 of the  Transfer  and
Administration  Agreement  are true and  correct as of the data  hereof  (except
those representations and warranties set forth therein which specifically relate
to an earlier date). All other terms and conditions of the Agreement not amended
by this letter agreement shall remain unchanged and in full force and effect.

For future reference,  this letter agreement will constitute  Amendment Number 4
to the TAA.

If this letter  correctly  sets forth our  agreement,  please sign the  enclosed
duplicate  originals and return to Brian Krum,  NationsBank  Investment Banking,
NationsBank Corporate Center, 10th Floor, Charlotte, North Carolina 28255 by May
1, 1997.

Sincerely,

ENTERPRISE FUNDING CORPORATION

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

Accepted and Agreed.

PERFORMANCE FUNDING CORPORATION                  UNION ACCEPTANCE CORPORATION
as Transferor                                             as Collection Agent


By: /s/ Melanie S. Otto                            By: /s/ John Stainbrook
Name:  Melanie S. Otto                             Name: John Stainbrook
Title: Vice President                              Title: President
Date: 4/29/97                                      Date: 4/29/97