April 24, 1998 The Aegis Consumer Funding Group, Inc. 200 North Cobb Parkway, Suite 428 Marietta, Georgia 30062 Attention: Matthew Burns Dear Mr. Burns: Reference is made to the Stock Purchase Agreement dated as of January 28, 1998 (the "Agreement"),...

April 24, 1998


The Aegis Consumer Funding Group, Inc.
000 Xxxxx Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000

Attention: Xxxxxxx Xxxxx

Dear Xx. Xxxxx:

Reference is made to the Stock Purchase  Agreement  dated as of January 28, 1998
(the "Agreement"),  among The Aegis Consumer Funding Group, Inc. ("Aegis"),  and
the undersigned.  Notwithstanding Section 7.12 of the Agreement, the undersigned
agree that Systems and Services Technologies, Inc. ("SST"), may pay to Aegis, to
the extent of SST's net income after  deduction of payments  required by Section
7.9(a)(v)  of the  Agreement,  at any  time on or  before  June 1,  1998,  up to
$455,000  owed by SST to Aegis or its  affiliates  in respect of the tax sharing
arrangement or agreement  existing  between or among them,  subject to providing
the undersigned with reasonable  evidence of the amounts so owed. This letter is
a one-time  waiver and does not affect any other rights or  obligations of Aegis
or the undersigned pursuant to the Agreement.

                                       Sincerely,

                                       XXXXX, VINER & MOSLER LTD.


                                       By: /s/ Xxxxxx X. Xxxxxx
                                           --------------------
                                           Name: Xxxxxx X. Xxxxxx
                                           Title: General Partner, 
                                                   AVM Associates


                                       III ASSOCIATES


                                       By: /s/ Xxxxxx X. Xxxxxx
                                           ---------------------
                                           Name:  Xxxxxx X. Xxxxxx
                                           Title: Secretary, Treasurer