FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATIONAL AUTO FINANCE COMPANY L.P. The undersigned partners of National Auto Finance Company, L.P., a Delaware limited partnership (the "Partnership") owning the...

                 FIRST AMENDMENT TO SECOND AMENDED AND
               RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                 OF NATIONAL AUTO FINANCE COMPANY L.P.

     The undersigned partners of National Auto Finance Company, L.P., a
Delaware limited partnership (the "Partnership") owning the required
combined voting interest to approve the action set forth below, (the
"Partners") do hereby approve the following actions and adopt the
following amendments to the Second Amended and Restated Agreement of
Limited Partnership of National Auto Finance Company L.P., (the
"Partnership Agreement") by signing our written consent hereto:

                         STATEMENT OF PURPOSE

     The Partnership was established pursuant to a certificate of
limited partnership dated as September 30, 1994 and an agreement of
limited partnership dated as of October 1, 1994. Said agreement of
limited partnership was amended and restated as of December 29, 1994,
and, by the Partnership Agreement, as of September 1, 1995.

     In connection with a proposed initial public offering of Company
Shares, counsel for the underwriter requests that the Partnership
Agreement be amended to provide that the Partnership may purchase
IronBrand's Interest in the Partnership by tendering Company Shares upon
IronBrand's exercise of its put option under Article XI of the
Partnership Agreement.

     The Partners hereby agree to make such an amendment to the
Partnership Agreement as set forth below and to authorize the General
Partner, and its proper officers, to take such action as they reasonably
deem necessary or appropriate to effect the foregoing.

     NOW, THEREFORE, BE IT RESOLVED AND AGREED BY THE PARTNERS, AS
FOLLOWS:

          1. Unless otherwise defined herein, all capitalized terms used
   herein shall have the meanings ascribed thereto in the Partnership
   Agreement.

          2. Section 11.4 of the Partnership Agreement hereby is amended
   and restated in its entirety as follows:

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   Section 11.4 Closing.

          In the event the Partnership elects to redeem IronBrand's
   Partnership Interest, the closing of such redemption under this Article
   XI shall take place no later than twenty (20) days following the date
   the Redemption Price is determined. At such closing, the Redemption
   Price for IronBrand's Partnership Interest shall be payable (a) at the
   discretion of the General Partner, either (i) by wire transfer of

   immediately available funds or (ii) in Company Shares that are Public
   Securities as described in Section 11.6A(iv)(b)(1) and having an
   aggregate fair market value equal to the Redemption Price or (b) in such
   other form of consideration as may be agreed upon by IronBrand and the
   General Partner on behalf of the Partnership.

          3. Except as otherwise provided herein, this First Amendment
   to Second Amended and Restated Agreement of Limited Partnership of 
   National Auto Finance Company L.P. (the "First Amendment") shall be
   effective as of December 1, 1996.

          4. The proper officers of the Partnership, or of the General
   Partner, as the General Partner may determined and direct, shall be, and
   they hereby are, authorized, empowered and directed to take any and all
   actions and to execute and deliver any and all documents, agreements and
   certificates in the name, and on behalf, of the Partnership and to
   deliver and file such documents, agreements and certificates when
   executed, and take such other action with any Person (including, without
   limitation, to pay all fees, expenses and charges) as they, or any of
   them, may deem to be necessary or appropriate to effect the foregoing
   preambles, resolutions and agreements, and the full intent and purposes
   thereof, and to perform or cause to be performed all of the obligations
   of the Partnership related thereto.

          5. Any actions as may have been taken or caused to have been
   taken by the General Partner or the proper officers of the Partnership
   or of the General Partner, as the case may be, prior to the effective
   date of this First Amendment, which actions were in connection with the
   matters contemplated by the foregoing preambles, resolutions and
   agreements, hereby are ratified, confirmed and approved in all respects
   as the acts and deeds of the Partnership.

          6. Except as amended hereby, the Partnership Agreement, as
   heretofore amended, is continued in full force and effect.

     The undersigned, owning the required combined voting interest to
approve the foregoing, do consent to all of the actions described in the
foregoing preambles, 

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resolutions and agreements, and said preambles, resolutions and
agreements shall have the same force and effect as though adopted and
agreed at duly called and convened meetings of the General Partner and
the Limited Partners (and thereby, all partners of the Partnership shall
be bound by and subject to all aof the terms and provisions set forth
herein) and direct that a copy hereof be filed with and made a part of
the permanent records of the Partnership. This document may be executed
by the undersigned in separate counterparts, including by means of
facsimile transmission, all of which counterparts shall constitute one
and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their

hands and seals effective as of [December 1, 1996].

                             GENERAL PARTNER:

                             NATIONAL AUTO FINANCE CORPORATION


                             By:_____________________________[SEAL]

                             Title:________________________________

                             LIMITED PARTNERS:

                             IRONBRAND CAPITAL, LLC

                             By:  FIRST UNION COMMERCIAL
                                  CORPORATION, General Manager


                                  By:________________________[SEAL]
                                    Name:__________________________
                                    Title:_________________________

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                             NATIONAL AUTO FINANCE CORPORATION, as
                             attorney-in-fact for each Limited Partner
                             other than IronBrand Capital, LLC, The O
                             Associates Limited Partnership, The S
                             Associates Limited Partnership and Xxxxxxx
                             X. Xxxxx


                                  By:________________________[SEAL]
                                    Name:__________________________
                                    Title:_________________________

                             THE O ASSOCIATES LIMITED PARTNERSHIP

                             By:   LAKE ESTATES CORPORATION, a
                                   Nevada corporation


                                   By:_______________________[SEAL]
                                      Name: Xxxxx Xxxx
                                      Title: President

                             THE S ASSOCIATES LIMITED PARTNERSHIP

                             By:   ADDISON PARK CORPORATION, a

                                   Nevada corporation


                                   By:_______________________[SEAL]
                                      Name: Xxxx X. Xxxxxxx
                                      Title: President


                             ________________________________[SEAL]
                             Xxxxxxx X. Xxxxx


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