NIM COLLATERAL PURCHASE AGREEMENT



      AMENDED AND RESTATED NIM COLLATERAL Purchase Agreement, dated as of August

8, 2000, by and between FIRST INVESTORS SERVICING CORPORATION, a Delaware

corporation (f/k/a Auto Lenders Acceptance Corporation; "FISC" or a "SELLER"),

ALAC RECEIVABLES CORP. ("ALACRC" or a "SELLER" and together with FISC, the

"SELLERS") and FIFS ACQUISITION FUNDING COMPANY, L.L.C., a Delaware limited

liability company (the "PURCHASER").



                                    RECITALS



      WHEREAS, ALACRC is the owner of certain beneficial ownership interests

(the "CERTIFICATES") in the owner trusts (the "TRUSTS") issued pursuant to the

Trust Agreements identified in Appendix I attached hereto (the "TRUST

AGREEMENTS");



      WHEREAS, ALACRC is the owner of certain rights in certain spread accounts

(the "SPREAD ACCOUNTS") and all monies, checks, securities, investments and

other documents related thereto (collectively, with the Spread Accounts, the

"SPREAD ACCOUNT COLLATERAL") created and described in the Master Spread Account

Agreement.



      WHEREAS, ALACRC is the owner of certain rights to receive distributions in

respect of the Spread Accounts pursuant to Section 3.03(b) of the Master Spread

Account Agreement;



      WHEREAS, FISC is the owner of certain Charged Off Receivables (as defined

herein);



      WHEREAS, FISC is the servicer under the ALAC Securitizations and entitled

to receive from time to time under each of the Sale and Servicing Agreements

identified in Appendix I hereto (the "ALAC SALE AND SERVICING AGREEMENTS") the

Servicing Fee (as defined in each of the Sale and Servicing Agreements;



      WHEREAS, the Purchaser and the Sellers entered into that certain Loan and

Security Agreement, dated as of October 2, 1998 among the Purchaser, as

borrower, First Union Securities, Inc. (f/k/a First Union Capital Markets, a

division of Wheat First Securities, Inc.,) as deal agent and documentation agent

("FUSI"), FISC, as servicer, ALACRC, as a seller and First Union National Bank,

as liquidity agent ("FUNB") (the "LOAN AGREEMENT");



      WHEREAS, pursuant to the Loan Agreement, the Purchaser assigned its right,

title and interest in the Agreement Collateral (as defined below) to FUSI on

behalf of the Secured Parties (as defined in the Loan Agreement);

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      WHEREAS, all obligations of the Purchaser under the Loan Agreement shall

be paid in full on the Closing Date (as defined herein) and FUSI, as Deal Agent

under the Loan Agreement, shall cease to have a security interest in the

Agreement Collateral at such time;



      WHEREAS, simultaneously herewith, the Purchaser and the Sellers will enter

into that certain Transfer and Servicing Agreement, dated as of August 8, 2000

by Project Brave Limited Partnership, as issuer (the "ISSUER"), FISC, as

servicer and a transferor party, ALACRC, as a transferor party, FUSI, as

collateral agent and deal agent, Wells Fargo Bank Minnesota, National

Association, as backup servicer, collateral custodian and as indenture trustee

(the "TRANSFER AND SERVICING AGREEMENT");



      WHEREAS, pursuant to the Transfer and Servicing Agreement, the Purchaser

will sell, transfer, assign, set over and otherwise convey to the Issuer all of

its rights, title and interest to the Agreement Collateral;



      WHEREAS, the parties to the Original Agreement (as defined below) desire

to amend and restate the Original Agreement in connection with the execution and

delivery of the Transfer and Servicing Agreement and the transactions

contemplated thereby;



      NOW THEREFORE, in consideration of the foregoing, other good and valuable

consideration, and the mutual terms and covenants contained herein, the parties

hereto agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



      All capitalized terms used but not otherwise defined herein shall have the

meanings given to such terms in the Transfer and Servicing Agreement (as defined

below). As used in this Agreement, the following terms shall, unless the context

otherwise requires, have the following meanings (such meanings to be equally

applicable to the singular and plural forms of the terms defined).



AGREEMENT: This Amended and Restated NIM Collateral Purchase Agreement as such

agreement may be amended, modified and/or restated.



AGREEMENT COLLATERAL: Collectively, the NIM Collateral and the Servicing Strips.



ALAC SECURITIZATION DOCUMENT: Any document delivered in connection with the ALAC

Securitizations and to which any Seller, as the case may be, is a party.



CHARGED OFF RECEIVABLE: Any Contract that, prior to the Original Closing Date,

has been charged-off by FISC in accordance with its credit and collection policy

and is listed on the Charged Off Receivables List.



                                       2

{PAGE}

CHARGED OFF RECEIVABLES LIST: The list of Charged Off Receivables dated as of

the Original Closing Date, attached hereto as EXHIBIT A, as the same may be

amended, modified or supplemented.



CONTRACT: A retail installment sale contract for a Financed Vehicle and all

rights and obligations thereunder.



FINANCED VEHICLE: An automobile or light duty truck, together with all

accessories thereto, securing an Obligor's indebtedness under a Contract.



LOAN AGREEMENT: As defined in the RECITALS.



MASTER SPREAD ACCOUNT AGREEMENT: The Master Spread Account Agreement, dated as

of September 25, 1997 among ALACRC, Financial Security Assurance Inc. and

Norwest Bank Minnesota, National Association, as amended, supplemented, modified

or restated.



OBLIGOR: Any obligor under any Contract, whose recourse obligations thereunder

constitute a principal source of payments under any Contract, including any

guarantor of such obligations.



ORIGINAL AGREEMENT: The NIM Collateral Purchase Agreement, dated as of October

2, 1998, among FISC, ALACRC and the Purchaser.



PURCHASE PRICE: With respect to the Certificates, $16,610,000, with respect to

the Spread Account Collateral, $3,100,000, with respect to the Servicing Strips,

$10,000 and with respect to the Charged Off Receivables, $10,000.



SELLERS: FISC and ALACRC, as the case may be.



SERVICING STRIPS: Collectively, the Servicing Strip (Series 1997-1), the

Servicing Strip (Series 1998-1) and the Retained Pool Servicing Strip.



TRANSFER AND SERVICING AGREEMENT: As defined in the RECITALS.



                                   ARTICLE II



                    PURCHASE AND SALE OF AGREEMENT COLLATERAL



      2.1   TRANSFER OF AGREEMENT COLLATERAL.



      (a) Subject to clause (b) below, each Seller hereby sells, transfers and

conveys to the Purchaser all of such Seller's right, title and interest in and

to the Agreement Collateral owned by such Seller as of the Original Closing

Date.



      (b) With respect to the Servicing Strip (Series 1997-1) and the Servicing

Strip (Series 1998-1), the Purchaser shall not have the right to enforce payment

on any Servicing Fee (as



                                       3

{PAGE}

defined under the ALAC Securitizations); PROVIDED, HOWEVER, FISC, as Servicer

under the ALAC Securitizations, shall use its best efforts to cause any

Servicing Fee to be paid without delay, set-off or any other reduction.



      2.2   PAYMENT OF PURCHASE PRICE.



      Pursuant to the Original Agreement, the Purchaser paid the Purchase Price

for such Agreement Collateral on the Original Closing Date in cash.



                                   ARTICLE III



                         REPRESENTATIONS AND WARRANTIES



      3.1   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.



      The Purchaser hereby represents and warrants to the Sellers as of the date

hereof:



      (a) ORGANIZATION, ETC. The Purchaser has been duly incorporated and is

validly existing as a limited liability company in good standing under the laws

of the State of Delaware, and has full corporate power and authority to execute

and deliver this Agreement and to perform the terms and provisions hereof.

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