Exhibit 4.9(g)
                                                                  --------------

                              AMENDMENT NUMBER 7 TO
                               SECURITY AGREEMENT


          AMENDMENT NUMBER 7 TO SECURITY AGREEMENT (this "Amendment"),  dated as
of February  26,  2002 by and among UNION  ACCEPTANCE  FUNDING  CORPORATION,  an
Indiana  corporation,  as  Seller  (in  such  capacity,  the  "Seller"),  UAFC-1
CORPORATION, a Delaware corporation, as debtor (in such capacity, the "Debtor"),
UNION ACCEPTANCE CORPORATION,  an Indiana corporation ("UAC"),  individually and
in its capacity as collection agent (in such capacity,  the "Collection Agent"),
ENTERPRISE FUNDING CORPORATION,  a Delaware corporation (the "Company") and BANK
OF  AMERICA,   N.A.,  a  national  banking   association  ("Bank  of  America"),
individually  and as collateral agent for the Company and the Bank Investors (in
such capacity,  the "Collateral Agent") amending that certain Security Agreement
dated as of May 25, 2000 (the "Security Agreement").

          WHEREAS, the parties hereto mutually desire to make certain amendments
to the Security Agreement as hereinafter set forth.

          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 Security Agreement.

     (a) Section 1.1 of the Security Agreement is hereby amended by deleting the
definition of "Commitment  Termination Date" and replacing it with the following
(solely for convenience changed language is italicized):

          ""Commitment  Termination Date" shall mean May 28, 2002, or such later
     date to  which  the  Commitment  Termination  Date may be  extended  by the
     Debtor,  the Agent and the Bank  Investors  not later than 30 days prior to
     the then current Commitment Termination Date."





<PAGE>

     (b) Section 1.1 of the Security Agreement is hereby amended by deleting the
definition of "Termination Date" and replacing it with the following (solely for
convenience changed language is italicized):

          ""Termination  Date" shall mean the earliest of (i) that  Business Day
     designated by the Debtor to the Agent as the  Termination  Date at any time
     following  60  days'  written  notice  to  the  Agent,  (ii)  the  date  of
     termination of the liquidity commitment of the Liquidity Provider under the
     Liquidity  Provider  Agreement,  (iii)  the  date  of  termination  of  the
     commitment  of  the  Credit  Support  Provider  under  the  Credit  Support
     Agreement,  (iv) the day on which a  Termination  Event occurs  pursuant to
     Section  7.1,  (v) two business  days prior to the  Commitment  Termination
     Date,  or (vi) May 28,  2002,  unless  extended  prior  to such  date by an
     agreement between the Company, the Agent and the Bank Investors."

          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  Debtor,  the  Collection  Agent,  the  Agent,  the
Administrative Agent or the Collateral Agent under the Security 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.

          SECTION  5.   Ratification.   Except  as  expressly  affected  by  the
provisions  hereof, the Security 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 Security
Agreement  to "this  Agreement",  "hereunder",  "herein" or words of like import
shall  mean and be a  reference  to the  Security  Agreement  as amended by this
Amendment.



<PAGE>



          SECTION 6. Effectiveness.  This amendment shall become effective as of
the date first written above when (i)  counterparts of this Amendment shall have
been executed by each of the Seller,  Debtor,  UAC, the  Collection  Agent,  the
Company,  Bank of America and the Collateral Agent and (ii) the Collateral Agent
shall have received a fully executed copy of this Amendment.






              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


          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/ Kevin P. Burns
                                          --------------------------------------
                                          Name:   Kevin P. Burns
                                          Title:  Vice President


                                       UAFC-1 CORPORATION,
                                          as Debtor



                                       By: /s/ Leeanne W. Graziani
                                          --------------------------------------
                                          Name:   Leeanne W. Graziani
                                          Title:  President


                                       UNION ACCEPTANCE FUNDING
                                         CORPORATION, as Seller



                                       By: /s/ Melanie S. Otto
                                          --------------------------------------
                                          Name:   Melanie S. Otto
                                          Title:




<PAGE>


                                       UNION ACCEPTANCE CORPORATION,
                                         individually and as Collection Agent



                                       By: /s/ Rick A. Brown
                                          --------------------------------------
                                          Name:  Rick A. Brown
                                          Title:


                                       BANK OF AMERICA, N.A.,
                                         individually and as Collateral Agent
                                        and Bank Investor



                                       By: /s/ Christopher G. Young
                                          --------------------------------------
                                          Name:   Christopher G. Young
                                          Title:  Vice President