EAGLEMARK INC, S-3, 1997-02-13

EAGLEMARK INC
S-3, 1997-02-13

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<PAGE>
As filed with the Securities and Exchange Commission on February 13, 1997
Registration No. [ ]

SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------

HARLEY-DAVIDSON EAGLEMARK MOTORCYCLE TRUSTS
(Issuer with respect to the Securities)

EAGLEMARK, INC.
(Sponsor of the Trusts described herein)
(Exact name of Registrant as specified in its charter)

Nevada 88-0292891
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4150 Technology Way
Carson City, Nevada 89706
(702) 885-1200

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

Steven F. Deli
Chief Executive Officer
Eaglemark, Inc.
4150 Technology Way
Carson City, Nevada 89706
(702) 885-1200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
M. David Galainena, Esq. Jack M. Costello, Esq.
Winston & Strawn Brown & Wood LLP
35 West Wacker Drive One World Trade Center
Chicago, Illinois 60601 New York, New York 10048
(312) 558-5600 (212) 839-5300

----------------------

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ___________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Securities Amount to Be Proposed Maximum Offering Proposed Maximum Amount of
to Be Registered Registered Price Per Unit (1) Aggregate Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Asset Backed Securities $1,000,000 100% $1,000,000 $304.00
</TABLE>

(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

<PAGE>

INTRODUCTORY NOTE

This Registration Statement contains a form of Prospectus relating to
the offering of series of Harley-Davidson Motorcycle Contract Backed Notes
and/or Harley-Davidson Motorcycle Contract Backed Certificates by various
Harley-Davidson Motorcycle Trusts created from time to time by Eaglemark,
Inc. and two forms of Prospectus Supplement relating to the offering by a
Harley-Davidson Eaglemark Motorcycle Trust of the particular series of
Harley-Davidson Motorcycle Contract Backed Certificates or of Harley-Davidson
Motorcycle Contract Backed Notes and/or Harley-Davidson Motorcycle Contract
Backed Certificates described therein. Each form of Prospectus Supplement
relates only to the securities described therein and is a form that may be
used, among others, by Eaglemark, Inc. to offer Harley-Davidson Motorcycle
Contract Backed Notes and/or Harley-Davidson Motorcycle Contract Backed
Certificates under this Registration Statement.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

Subject to Completion, dated [ ], 1997
PROSPECTUS
HARLEY-DAVIDSON EAGLEMARK MOTORCYCLE TRUSTS
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED CERTIFICATES

---------------

EAGLEMARK, INC.

---------------

The Harley-Davidson Motorcycle Contract Backed Notes (the "NOTES") and
the Harley-Davidson Motorcycle Contract Backed Certificates (the
"CERTIFICATES" and, together with the Notes, the "SECURITIES") described
herein may be sold from time to time in one or more series, in amounts, at
prices and on terms to be determined at the time of sale and to be set forth
in a supplement to this Prospectus (a "PROSPECTUS SUPPLEMENT"). Each series
of Securities, which will include one or more classes of Certificates and may
also include one or more classes of Notes, will be issued by a trust or other
legal entity to be formed with respect to such series (each, a "TRUST").
Each Trust will be formed pursuant to either (i) a Trust Agreement to be
entered into between a special-purpose finance subsidiary organized and
established by Eaglemark, Inc. (the "COMPANY" ) (each such special-purpose
finance subsidiary, a "TRUST DEPOSITOR"), as depositor, and the Trustee
specified in the related Prospectus Supplement (the "TRUSTEE") or (ii) a
Pooling and Servicing Agreement to be entered into among the Trustee, the
Trust Depositor, as seller, and the Company, as servicer (the "SERVICER").
If a series of Securities includes Notes, such Notes will be issued and
secured pursuant to an Indenture between the Trust and the Indenture Trustee
specified in the related Prospectus Supplement (the "INDENTURE TRUSTEE") and
will represent indebtedness of the related Trust. The Certificates of a
series will represent fractional undivided interests in the related Trust.
Each Prospectus Supplement will specify which class or classes of Notes, if
any, and/or which class or classes of Certificates of the related series are
being offered thereby. The property of each Trust will include a pool of
fixed rate, simple interest motorcycle conditional sales contracts
(collectively such contracts, the "CONTRACTS") relating to Harley-Davidson,
Inc. ("HARLEY-DAVIDSON") motorcycles or, in certain limited instances and
subject to certain limitations described herein (i) motorcycles manufactured
by an affiliate of Harley-Davidson, Buell Motorcycle Company ("BUELL") and
(ii) motorcycles manufactured by certain other manufacturers ("OTHER
MANUFACTURERS") as well as certain floor plan loans made to Dealers (as
defined herein) secured by Harley-Davidson, Buell and Other Manufacturers'
motorcycles, certain monies due or received thereunder on and after the
applicable Cutoff Date set forth in the related Prospectus Supplement,
security interests in the motorcycles financed through the Contracts and
certain other property all as described herein and in such Prospectus
Supplement (the "TRUST PROPERTY"). In addition, if so specified in the
related Prospectus Supplement, the property of the Trust will include monies
on deposit in a trust account (the "PRE-FUNDING ACCOUNT") and/or monies on
deposit in a trust account (the "COLLATERAL REINVESTMENT ACCOUNT") to be
established with the Indenture Trustee, which will be used to purchase
additional Contracts (the "SUBSEQUENT CONTRACTS") from the Trust Depositor
from time to time during the Funding Period or Revolving Period specified in
such Prospectus Supplement.

Except as otherwise provided in the related Prospectus Supplement, each
class of Securities of any series will represent the right to receive a
specified amount of payments of principal and interest on the related
Contracts, at the rates, on the dates and in the manner described herein and
in such Prospectus Supplement. If a series includes multiple classes of
Securities, the rights of one or more classes of Securities to receive
payments may be senior or subordinate to the rights of one or more of the
other classes of such series. Distributions on Certificates of a series may
be subordinated in priority to payments due on the Notes, if any, of such
series to the extent described herein and in the related Prospectus
Supplement. A series may include one or more classes of Notes and/or
Certificates which differ from the other classes of such series as to the
timing and priority of payment, interest rate or amount of distributions in
respect of principal or interest or both. A series may include one or more
classes of Notes or Certificates entitled to distributions in respect of
principal with disproportionate, nominal or no interest distributions, or to
interest distributions, with disproportionate, nominal or no distributions in
respect of principal. The rate of payment in respect of principal of any
class of Notes and the rate of distributions in respect of the Certificate
Balance (as defined herein) of the Certificates of any class will depend on
the priority of payment of such class and the rate and timing of payments
(including prepayments, defaults, liquidations and repurchases of Contracts)
on the related Contracts. A rate of payment lower or higher than that
anticipated may affect the weighted average life of each class of Securities
in the manner described herein and in the related Prospectus Supplement.

PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER "RISK
FACTORS" ON PAGE 11 OF THIS PROSPECTUS AND IN THE RELATED PROSPECTUS
SUPPLEMENT.

<PAGE>

EXCEPT AS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, THE
NOTES OF A SERIES WILL REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES OF A
SERIES WILL REPRESENT BENEFICIAL INTERESTS IN, THE RELATED TRUST ONLY AND
WILL NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN, AND ARE NOT GUARANTEED OR
INSURED BY, EAGLEMARK FINANCIAL SERVICES, INC., EAGLEMARK, INC., THE TRUST
DEPOSITOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY GOVERNMENTAL AGENCY.

---------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of Securities offered hereby unless
accompanied by a Prospectus Supplement.

---------------

The date of this Prospectus is [ ], 1997.

<PAGE>

REPORTS TO SECURITYHOLDERS

With respect to each series of Securities, the Servicer will prepare and
forward to the Applicable Trustee (as defined herein), for distribution to
the related Securityholders, certain monthly and annual reports concerning
such Securities and the related Trust. In addition, within the prescribed
period of time for tax reporting purposes after the end of each calendar year
during the term of each Trust, the Applicable Trustee will mail to each
person who at any time during such calendar year has been a registered
Securityholder with respect to such Trust and received any payment thereon a
statement containing certain information for the purposes of such
Securityholder's preparation of federal income tax returns. See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" and "CERTAIN INFORMATION REGARDING THE
SECURITIES -- REPORTS TO SECURITYHOLDERS" herein.

AVAILABLE INFORMATION

The Company, as originator of the Contracts in each Trust, has filed
with the Securities and Exchange Commission (the "COMMISSION") a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), with respect to the Securities being offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, which is
available for inspection without charge at the public reference facilities of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and the regional offices of the Commission at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
information can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.

UPON RECEIPT OF A REQUEST BY AN INVESTOR WHO HAS RECEIVED AN ELECTRONIC
PROSPECTUS SUPPLEMENT AND PROSPECTUS FROM AN UNDERWRITER OR A REQUEST BY SUCH
INVESTOR'S REPRESENTATIVE WITHIN THE PERIOD DURING WHICH THERE IS AN
OBLIGATION TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS, THE COMPANY OR
THE UNDERWRITERS WITH RESPECT TO THE RELATED TRUST WILL PROMPTLY DELIVER, OR
CAUSE TO BE DELIVERED, WITHOUT CHARGE, TO SUCH INVESTOR A PAPER COPY OF THE
PROSPECTUS SUPPLEMENT AND PROSPECTUS.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed on behalf of each Trust by the Company as the
originator of the Contracts in each Trust, pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and prior to the termination of the offering of the
Securities offered by such Trusts shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the dates of filing
of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein (or in the accompanying Prospectus
Supplement) or in any subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

The Company, on behalf of each Trust, will provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference, except
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the documents

3
<PAGE>

incorporated herein by reference). Requests for such copies should be
directed to Secretary, Eaglemark, Inc., 4150 Technology Way, Carson City,
Nevada 89706; telephone (702) 885-1200.

4
<PAGE>

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to
the detailed information appearing elsewhere in this Prospectus and by
reference to the information with respect to the Securities of any series
contained in the related Prospectus Supplement to be prepared and delivered
in connection with the offering of such Securities. Certain capitalized
terms used in this summary are defined elsewhere in this Prospectus on the
pages indicated in the "INDEX OF TERMS".

Issuer . . . . . . . . . . With respect to each series of Securities, a
Trust will be formed pursuant to either a Trust
Agreement (as amended and supplemented from
time to time, a "TRUST AGREEMENT") between the
Trust Depositor and the Trustee for such Trust
or a Pooling and Servicing Agreement (a
"POOLING AND SERVICING AGREEMENT") among the
Trustee, the Trust Depositor and Eaglemark,
Inc., as servicer for such Trust. Each Trust
that is structured as an owner trust intended
to be taxable as a partnership for federal
income tax purposes will be referred to herein
as an "OWNER TRUST". Each Trust that is
taxable as a grantor trust under subpart E,
Part I of subchapter J of the Code (as
hereinafter defined) will be referred to herein
as a "GRANTOR TRUST". Each Trust structured
as a Master Trust taxable as a loan transaction
will be referred to herein as a "MASTER TRUST."
There are also references to the possibility of
a Trust being structured as a financial asset
securitization investment trust, referred to
herein as a "FASIT," as authorized by recent
tax legislation.

Seller . . . . . . . . . . Eaglemark, Inc. (referred to herein as
"EAGLEMARK" or the "COMPANY"), a Nevada
corporation, a 100% owned subsidiary of
Eaglemark Financial Services, Inc. ("EAGLEMARK
FINANCIAL"). The Company's principal executive
offices are located at 4150 Technology Way,
Carson City, Nevada 89706, and its telephone
number is (702) 885-1200. See "EAGLEMARK
FINANCIAL SERVICES, INC.; EAGLEMARK, INC. AND
THE TRUST DEPOSITORS".

Trust Depositor. . . . . . With respect to each series of Securities, a
special-purpose finance subsidiary of the
Company.

Servicer . . . . . . . . . Eaglemark, Inc.

Trustee. . . . . . . . . . With respect to a Grantor Trust or a Master
Trust, the Trustee specified in the related
Prospectus Supplement and with respect to an
Owner Trust, the Owner Trustee specified in the
related Prospectus Supplement.

Indenture Trustee. . . . . With respect to any series of Securities that
is issued by an Owner Trust and includes one or
more classes of Notes, the Indenture Trustee
specified in the related Prospectus Supplement
(each such Indenture Trustee, or other Trustee
as described immediately above, being sometimes
referred to herein, as appropriate, as the
"APPLICABLE TRUSTEE").

Securities Offered . . . . Each series of Securities issued by an Owner
Trust will include one or more classes of
Certificates and may also include one or more
classes of Notes. Each series of Securities
issued by a Grantor Trust or a Master Trust
will include one or more classes of
Certificates, but will not include any Notes.
Each class of Notes will be issued pursuant to
an indenture (each, an "INDENTURE") between the
related Owner Trust and the Indenture Trustee
specified in the related Prospectus Supplement.
Each class of Certificates will be issued
pursuant to the related Trust Agreement or the
related Pooling and Servicing Agreement. The
related Prospectus Supplement will specify
which class or classes of Notes and/or
Certificates of the related series

5
<PAGE>

are being offered thereby.

The Notes. . . . . . . . . Unless otherwise specified in the related
Prospectus Supplement, Notes will be available
for purchase in denominations of $1,000 and
integral multiples thereof and will be
available in book-entry form only. Unless
otherwise specified in the related Prospectus
Supplement, Noteholders will be able to receive
Definitive Notes (as defined herein) only in
the limited circumstances described herein or
in such Prospectus Supplement. See "CERTAIN
INFORMATION REGARDING THE SECURITIES --
DEFINITIVE SECURITIES".

Unless otherwise specified in the related
Prospectus Supplement, each class of Notes will
have a stated principal amount and will accrue
interest thereon at a specified rate (with
respect to each class of Notes, the "INTEREST
RATE"). Each class of Notes may have a
different Interest Rate, which may be a fixed,
variable or adjustable Interest Rate, or any
combination of the foregoing. The related
Prospectus Supplement will specify the Interest
Rate for each class of Notes, or the method for
determining such Interest Rate. With respect to
a series that includes two or more classes of
Notes, each such class may differ from the other
class or classes of such series as to the timing
and priority of payments, seniority, allocations
of losses, Interest Rate or amount of payments
of principal or interest. Payments of principal
or interest in respect of any such class or
classes may or may not be made upon the
occurrence of specified events or on the basis
of collections from designated portions of the
Contracts held by a Trust.

In addition, a series may include one or more
classes of Notes ("STRIP NOTES") entitled to
(i) principal payments with disproportionate,
nominal or no interest payments or
(ii) interest payments with disproportionate,
nominal or no principal payments.

If the Servicer exercises its option to
purchase the Contracts of a Trust (or, if not,
to the extent provided in the related
Prospectus Supplement, if satisfactory bids for
the purchase of such Contracts are received) in
the manner and on the respective terms and
conditions described under "DESCRIPTION OF THE
SALE AND SERVICING AGREEMENTS AND POOLING AND
SERVICING AGREEMENTS -- TERMINATION", the
outstanding Notes will be redeemed as set forth
in such Prospectus Supplement. In addition, if
the related Prospectus Supplement provides that
the property of a Trust will include monies in
a Pre-Funding Account or Collateral
Reinvestment Account that will be used to
purchase additional Contracts after the Closing
Date specified in such related Prospectus
Supplement (the "CLOSING DATE"), one or more
classes of the outstanding Notes will be
subject to partial redemption at or immediately
following the end of the Funding Period or
Revolving Period (each as defined herein and in
such Prospectus Supplement), as applicable, in
an amount and in the manner specified in such
Prospectus Supplement. In the event of such
partial redemption, the Noteholders may be
entitled to receive a prepayment premium from
the Trust, in the amount and to the extent
provided in the related Prospectus Supplement.

The Certificates . . . . . Unless otherwise specified in the related
Prospectus Supplement, Certificates will
be available for purchase in a minimum
denomination of $1,000 and integral
multiples thereof and will be available in
book-entry form only. Unless otherwise
specified in the related Prospectus
Supplement, Certificateholders will be
able to receive Definitive Certificates
(as defined herein) only in the limited
circumstances described herein or in such
Prospectus Supplement. See "CERTAIN
INFORMATION REGARDING THE SECURITIES --
DEFINITIVE SECURITIES".

6
<PAGE>

Unless otherwise specified in the related
Prospectus Supplement, each class of
Certificates will have a stated
Certificate Balance specified in such
Prospectus Supplement (the "CERTIFICATE
BALANCE") and will accrue interest on such
Certificate Balance at a specified rate
(with respect to each class of
Certificates, the "PASS-THROUGH RATE").
Each class of Certificates may have a
different Pass-Through Rate, which may be
a fixed, variable or adjustable
Pass-Through Rate, or any combination of
the foregoing. The related Prospectus
Supplement will specify the Pass-Through
Rate for each class of Certificates or the
method for determining such Pass-Through
Rate.

With respect to a series that includes two
or more classes of Certificates, each such
class may differ from the other class or
classes of such series as to the timing
and priority of distributions, seniority,
allocations of losses, Pass-Through Rate
or amount of distributions in respect of
principal or interest, or distributions in
respect of principal or interest in
respect of any such class or classes may
or may not be made upon the occurrence of
specified events or on the basis of
collections from designated portions of
the Contracts Pool.

In addition, a series may include one or
more classes of Certificates ("STRIP
CERTIFICATES") entitled to (i)
distributions in respect of principal with
disproportionate, nominal or no interest
distributions or (ii) interest
distributions with disproportionate,
nominal or no distributions in respect of
principal.

If a series of Securities includes classes
of Notes, distributions on the
Certificates of such series may be
subordinated in priority of payment to
payments on such Notes to the extent
specified in the related Prospectus
Supplement.

If the Servicer exercises its option to
purchase the Contracts of a Trust (or, if
not, and if and to the extent provided in
the related Prospectus Supplement, if
satisfactory bids for the purchase of such
Contracts are received) in the manner and
on the respective terms and conditions
described under "DESCRIPTION OF THE SALE
AND SERVICING AGREEMENTS AND POOLING AND
SERVICING AGREEMENTS -- TERMINATION",
Certificateholders will receive as a
prepayment in respect of the Certificates
an amount specified in such Prospectus
Supplement. In addition, if the related
Prospectus Supplement provides that the
property of a Trust will include monies in
a Pre-Funding Account or Collateral
Reinvestment Account that will be used to
purchase additional Contracts after the
Closing Date, one or more classes of the
outstanding Certificates may receive a
partial prepayment of principal at or
immediately following the end of the
Funding Period or Revolving Period, as
applicable, in an amount and in the manner
specified in such Prospectus Supplement.
In the event of such partial prepayment,
the Certificateholders may be entitled to
receive a prepayment premium from the
Trust, in the amount and to the extent
provided in the related Prospectus
Supplement.

Master Trusts; Issuance of
Additional Series. . . . . If so provided in the related Prospectus
Supplement, the Trust Depositor may cause
one or more of the Trusts (any such Trust,
a "MASTER TRUST") to issue additional
series of Securities from time to time.
Under each Trust Agreement relating to a
Master Trust (each, a "MASTER TRUST
AGREEMENT"), the Trust Depositor may
determine the terms of any such new
series. See "THE TRUSTS-MASTER TRUSTS".

The Trust Depositor may cause the related
Trustee to offer any such new series to
the public or other investors, in
transactions either registered under the
Securities Act or exempt from registration
thereunder, directly or through one or
more underwriters or placement agents, in
fixed-price offerings or in negotiated

7
<PAGE>

transactions or otherwise.

A new series to be issued by a Master
Trust which has a series outstanding may
be issued only upon satisfaction of the
conditions described herein under "THE
TRUSTS-MASTER TRUSTS". Securities secured
by Contracts held by a Master Trust shall
be entitled to monies received relating to
such Contracts on a PARI PASSU basis with
other Securities issued pursuant to the
other Trust Agreements or Pooling and
Servicing Agreements, as applicable, by
such Master Trust.

Cross-Collateralization. . As described in the related Trust Agreement
or Pooling and Servicing Agreement, as
applicable, and the related Prospectus
Supplement, the source of payment for
Securities of each series will be the
assets of the related Trust Property only.

However, as may be described in the
related Prospectus Supplement, a series or
class of Securities may include the right
to receive monies from a common pool of
credit enhancement which may be available
for more than one series of Securities,
such as a master reserve fund, master
insurance policy or a master collateral
pool consisting of similar Contracts.
Notwithstanding the foregoing, and as
described in the related Prospectus
Supplement, no payment received on any
Contract held by any Trust may be applied
to the payment of Securities issued by any
other Trust (except to the limited extent
that certain collections in excess of the
amounts needed to pay the related
Securities may be deposited in a common
master reserve fund or an
overcollateralizatio n account that
provides credit enhancement for more than
one series of Securities issued pursuant
to the related Trust Agreement or Pooling
and Servicing Agreement, as applicable).

The Trust Property . . . . The property of each Trust will include a
pool of fixed-rate, simple interest
motorcycle conditional sales contracts
(the "CONTRACTS") relating to new or used
Harley-Davidson motorcycles or, in certain
limited instances and subject to certain
other limitations described herein, (i)
motorcycles manufactured by an affiliate
of Harley-Davidson, Buell Motorcycle
Company ("BUELL") and (ii) motorcycles
manufactured by certain other
manufacturers ("OTHER MANUFACTURERS") (see
"OTHER MANUFACTURERS") as well as certain
floor plan loans made to Dealers (as
defined herein) secured by
Harley-Davidson, Buell and Other
Manufacturers' motorcycles, and certain
monies due or received thereunder on and
after the applicable Cutoff Date set forth
in the related Prospectus Supplement,
security interests in the motorcycles
financed thereby (the "MOTORCYCLES"),
certain accounts and the proceeds thereof
and any proceeds from claims under certain
related insurance policies. On the
Closing Date specified in the related
Prospectus Supplement with respect to a
Trust, the Trust Depositor will, if so
specified in such Prospectus Supplement,
sell or transfer Contracts (the "INITIAL
CONTRACTS") having an aggregate principal
balance specified in such Prospectus
Supplement as of the date specified
therein (the "INITIAL CUTOFF DATE") to
such Trust pursuant to either, in the case
of certain Owner Trusts, a Sale and
Servicing Agreement among the Trust
Depositor, the Servicer, the Indenture
Trustee and the Owner Trust (a "SALE AND
SERVICING AGREEMENT") or, in the case of
Grantor Trusts, Master Trusts and certain
other Owner Trusts, the related Pooling
and Servicing Agreement among the Trust
Depositor, the Servicer and the Trustee.
The property of each Trust will also
include amounts on deposit in certain
trust accounts, including the related
Collection Account, any Pre-Funding
Account, any Collateral Reinvestment
Account, any Reserve Fund (as defined
herein) and any other account identified
in the applicable Prospectus Supplement
and such other property as is specified in
such Prospectus Supplement, including
notes or other securities evidencing or
backed by Contracts, security interests in
the Motorcycles and related property.

8
<PAGE>

To the extent provided in the related
Prospectus Supplement, from time to time
(as frequently as daily) during the period
(the "FUNDING PERIOD") specified in such
Prospectus Supplement, the Trust Depositor
will be obligated (subject only to the
availability thereof) to sell, and the
related Trust will be obligated to
purchase (subject to the satisfaction of
certain conditions described in the
applicable Sale and Servicing Agreement
or Pooling and Servicing Agreement),
additional Contracts (the "SUBSEQUENT
CONTRACTS") having an aggregate principal
balance approximately equal to the amount
on deposit (the "PRE-FUNDED AMOUNT") in an
account (the "PRE-FUNDING ACCOUNT") on the
related Closing Date.

In addition, if so provided in the related
Prospectus Supplement, in lieu of a
Funding Period, during the period (the
"REVOLVING PERIOD") from the Closing Date
until the first to occur of (i) such event
or events as are described in such
Prospectus Supplement (each, an "EARLY
AMORTIZATION EVENT") or (ii) the last day
of the Collection Period (as defined
herein) preceding a Distribution Date
specified in such Prospectus Supplement,
an account will be maintained in the name
of the related Trustee or Indenture
Trustee (the "COLLATERAL REINVESTMENT
ACCOUNT"). The amount on deposit in the
Collateral Reinvestment Account on the
Closing Date may, if so specified in the
related Prospectus Supplement, include an
amount to be deposited out of the net
proceeds of the sale of the related
Securities. During the Revolving Period,
principal will not be distributed on the
Securities of the related series. Instead,
principal collections, together with (if
and to the extent described in the related
Prospectus Supplement) interest
collections on the Contracts that are in
excess of amounts required to be
distributed therefrom, will be deposited
from time to time in the Collateral
Reinvestment Account and will be used to
purchase Subsequent Contracts.

As used in this Prospectus, the term
"CONTRACTS" will include the Initial
Contracts transferred to a Trust on the
Closing Date as well as any Subsequent
Contracts transferred to such Trust during
the related Funding Period or Revolving
Period, if any.

Amounts on deposit in any Pre-Funding
Account during the related Funding Period
or in any Collateral Reinvestment Account
during the related Revolving Period will
be invested by the Applicable Trustee (as
directed by the Servicer) in Eligible
Investments (as defined herein), and any
resultant investment income, less any
related investment expenses ("INVESTMENT
INCOME"), will be added, on the
Distribution Date (as defined herein)
immediately following the date on which
such Investment Income is paid to the
Trust, to interest collections on the
Contracts for the related Collection
Period (as defined herein) and distributed
in the manner specified in the related
Prospectus Supplement. Any funds
remaining in a Pre-Funding Account at the
end of the related Funding Period or in a
Collateral Reinvestment Account at the end
of the related Revolving Period will be
distributed as a prepayment or early
distribution of principal to holders of
one or more classes of the Notes and/or
Certificates of the related series of
Securities, in the amounts and in
accordance with the payment priorities
specified in the related Prospectus
Supplement. See "RISK FACTORS --
PRE-FUNDING ACCOUNTS", "-- SALES OF SUBSEQUENT
CONTRACTS" AND "DESCRIPTION OF THE SALE AND
SERVICING AGREEMENTS AND

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<PAGE>

POOLING AND SERVICING AGREEMENTS -- ACCOUNTS".

The Seller will acquire the Contracts from
a network of Harley-Davidson dealers
located throughout the United States (the
"DEALERS"). The Contracts for any given
pool of Contracts comprising a Trust will
be sold by the Seller to a Trust Depositor
pursuant to a related Transfer and Sale
Agreement (the "TRANSFER AND SALE
AGREEMENT"), which Trust Depositor will in
turn convey the Contracts to the Trust
pursuant to the related Sale and Servicing
Agreement or Pooling and Servicing
Agreement, as applicable. Such Contracts
will be selected from the contracts and
loans owned by the Seller based on the
criteria specified in the related Transfer
and Sale Agreement, Sale and Servicing
Agreement or Pooling and Servicing
Agreement, as applicable, and described
herein and in the related Prospectus
Supplement.

Credit and Cash Flow
Enhancement. . . . . . . . To the extent specified in the related
Prospectus Supplement, credit enhancement
with respect to a Trust or any class or
classes of Securities may include any one
or more of the following: subordination of
one or more other classes of Securities,
reserve funds, spread accounts,
overcollateralization, insurance policies,
letters of credit, credit or liquidity
facilities, cash collateral accounts,
surety bonds, guaranteed investment
contracts, swaps or other interest rate
protection agreements, repurchase
obligations, yield supplement agreements,
other agreements with respect to third
party payments or other support, cash
deposits or other arrangements. To the
extent specified in the related Prospectus
Supplement, any particular form of credit
enhancement may be subject to certain
limitations and exclusions from coverage
thereunder.

Reserve Fund . . . . . . . If and to the extent specified in the
related Prospectus Supplement, a Reserve
Fund will be created for a Trust with an
initial deposit by the Trust Depositor of
cash or certain investments or other
property (including Contracts) having a
value equal to the amount specified in
such Prospectus Supplement. To the
extent specified in the related Prospectus
Supplement, funds in the Reserve Fund will
thereafter be supplemented by the deposit
of amounts remaining on any Distribution
Date after making all other distributions
required on such date and any amounts
deposited from time to time in connection
with a purchase of Subsequent Contracts.
Amounts in the Reserve Fund, if any, will
be available to cover shortfalls in
amounts due to the holders of those
classes of Securities specified in the
related Prospectus Supplement in the
manner and under the circumstances
specified therein. The related Prospectus
Supplement will also specify to whom and
the manner and circumstances under which
amounts on deposit in the Reserve Fund
(after giving effect to all other required
distributions to be made by the applicable
Trust) in excess of the Specified Reserve
Fund Balance (as defined in such
Prospectus Supplement) will be distributed.

Sale and Servicing
Agreements and Pooling and
Servicing Agreements . . . With respect to each Trust, the Trust
Depositor will sell the related Contracts
and such other Trust Property as is
specified in the related Prospectus
Supplement to such Trust pursuant to a
Sale and Servicing Agreement or a Pooling
and Servicing Agreement, as applicable.
The rights and benefits of an Owner Trust
under any Sale and Servicing Agreement
will, if such Owner Trust issues Notes, be
assigned to the related Indenture Trustee
as collateral for such Notes pursuant to
the related Indenture. The Servicer will
agree with each Trust to be responsible
for servicing, managing, maintaining
custody of and making collections on the
Contracts. The

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<PAGE>

Company will undertake certain
administrative duties under an
Administration Agreement (as defined
herein) with respect to each Owner Trust
that is formed pursuant to a Trust
Agreement.

The Servicer is obligated to advance each
month an amount equal to accrued and
unpaid interest on the Contracts which was
delinquent with respect to the related Due
Period, (as defined in the related
Prospectus Supplement) but only to the
extent that the Servicer believes that the
amount of such advance will be recoverable
from collections on the Contracts (an
"ADVANCE"). The Servicer will be entitled
to reimbursement of Advances from
subsequent payments on or with respect to
the Contracts or from other sources to the
extent described in the related Prospectus
Supplement.

Unless otherwise provided in the related
Prospectus Supplement, under the
respective Sale and Servicing Agreement or
Pooling and Servicing Agreement, the Trust
Depositor has agreed, in the event of a
breach of certain representations and
warranties made by the Trust Depositor and
contained therein which materially and
adversely affects the Trust's interest in
any Contract, to repurchase such Contract
within 90 days, unless such breach is
cured. Eaglemark, as Seller under the
related Transfer and Sale Agreement (as
defined herein) (rights in respect of
which will be assigned to a Trust) is
obligated to repurchase the Contracts from
a Trust Depositor contemporaneously with
the Trust Depositor's purchase of the
Contract from the Trust. See "CERTAIN
INFORMATION REGARDING THE SECURITIES --
CONVEYANCE OF CONTRACTS" and "DESCRIPTION
OF THE TRANSFER AND SALE AGREEMENTS."

Certain Legal Aspects of
the Contracts; Repurchase
Obligations. . . . . . . . In connection with the sale of the Contracts,
security interests in the Motorcycles securing
the Contracts will be assigned by the Seller to
a Trust Depositor pursuant to a Transfer and
Sale Agreement, which Trust Depositor will, in
turn, assign such security interests to the
Trust pursuant to either a Sale and Servicing
Agreement or a Pooling and Servicing Agreement.
In the case of an Owner Trust, such security
interests in turn will be pledged and assigned
to the related Indenture Trustee as security
for any Notes issued by such Trust. Due to the
administrative burden and expense, however, the
certificates of title to the Motorcycles will
not be amended or reissued to reflect the sale
of the Contracts and assignment of security
interests to either a Trust Depositor or the
Trust or the pledge pursuant to any Indenture.
In the absence of such amendments, either the
related Trust, the Applicable Trustee (as
defined herein) or both may not have a
perfected security interest in the Motorcycles
securing the Contracts in some states. The
Company will be obligated to repurchase any
Contracts sold to the related Trust Depositor
(and subsequently sold by such Trust Depositor
to such Trust) as to which there did not exist
on the Closing Date a first priority perfected
security interest in the name of the Company in
the related Motorcycle, if such failure
materially and adversely affects the interest
of the Trust Depositor or such Trust in such
Contract and if such failure is not cured in a
timely manner.

To the extent their respective security
interests in a Motorcycle are perfected, the
related Trust and the Applicable Trustee will
have a prior claim over subsequent purchasers
of such Motorcycle and holders of subsequently
perfected security interests therein. However,
as against liens for repairs or storage of a
Motorcycle or for taxes unpaid by the related
obligor with respect to the Contract (the
"OBLIGOR"), or through fraud or negligence, the
related Trust or the Applicable Trustee could
lose its security interest or the priority of
its security interest in a Motorcycle. The

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<PAGE>

Company will not have any obligation to
repurchase a Contract with respect to which the
related Trust or the Applicable Trustee loses
its security interest or the priority of its
security interest in the related Motorcycle
after the Closing Date due to any such lien for
repairs, storage or taxes or the negligence or
fraud of a third party.

Federal and state consumer protection laws
impose requirements upon creditors in
connection with extensions of credit and
collections of retail installment loans, and
certain of these laws make an assignee of such
a loan liable to the obligor thereon for any
violation by the lender. Unless otherwise
specified in the related Prospectus Supplement,
the Trust Depositor will be obligated to
repurchase from the applicable Trust any
Contract that fails to comply with such
requirements and contemporaneously therewith
the Company, pursuant to the related Transfer
and Sale Agreement, will be obligated to
repurchase such Contract from the Trust
Depositor.

Tax Status . . . . . . . . The federal income tax consequences applicable
to a Trust and to the Notes and Certificates
issued by the Trust will depend upon whether
the Trust is an Owner Trust, Grantor Trust,
Master Trust or, under 1996 legislation
effective on September 1, 1997, a FASIT (as
each of those terms is described herein) as
specified in the Prospectus Supplement
applicable to such Trust. See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES" for a fuller
discussion of the following summary of federal
income tax treatment.

For a Trust which is an Owner Trust, Federal
Tax Counsel (as defined herein) will deliver
its opinion that any Notes issued by such Trust
will be characterized as debt, and the Trust
will not be characterized as an association (or
a publicly traded partnership) taxable as a
corporation. Each holder of a Note (a
"NOTEHOLDER"), by the acceptance of a Note,
will agree to treat the Notes as indebtedness,
and each holder of a Certificate (a
"CERTIFICATEHOLDER") issued by such Trust, by
the acceptance of a Certificate, will agree to
treat the Trust as a partnership in which the
Certificateholders are partners for federal
income tax purposes.

For a Trust which is a Grantor Trust, Federal
Tax Counsel will deliver its opinion that the
Trust will be classified as a grantor trust for
federal income tax purposes and not as an
association taxable as a corporation. Each
Certificateholder will be treated as the owner
of an undivided interest in the assets of the
Trust, including the Contracts. Accordingly,
each Certificateholder must report on its
federal income tax return its share of income
from the Contracts and, subject to limitations
on deductions by individuals, estates and
trusts, may deduct its share of the reasonable
fees paid by the Trust, as if such
Certificateholder held its share of the assets
of the Trust directly. Furthermore, the
Certificates may represent interests in
"STRIPPED BONDS" and "STRIPPED COUPONS" within
the meaning of Section 1286 of the Code (as
defined herein).

For a Trust which is a Master Trust, Federal
Tax Counsel will deliver its opinion that the
Certificates will be characterized as debt for
federal income tax purposes. Under the related
Pooling and Servicing Agreement, the Trust
Depositor, the Servicer and the
Certificateholders will agree to treat the
Certificates as debt secured by the Contracts
and the other related Trust Property for
federal, state, and other tax purposes.

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<PAGE>

For a Trust which properly elects to be a
FASIT, Federal Tax Counsel will deliver its
opinion that the Trust will be treated as a
FASIT and the Securities issued by the FASIT
will be characterized as debt for federal
income tax purposes.

ERISA Considerations . . . Fiduciaries of employee benefit plans and
certain retirement arrangements that are
subject to the Employee Retirement Income
Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code,
should carefully review with their legal
advisors whether the purchase or holding
of the Securities may give rise to a
transaction that is prohibited or is not
otherwise permissible either under ERISA
or Section 4975 of the Code. See "ERISA
CONSIDERATIONS" herein and in the related
Prospectus Supplement.

Ratings . . . . . . . . . It is a condition to the issuance
of the Securities to be offered hereunder
that they be rated in one of the four
highest rating categories by at least one
nationally recognized statistical rating
organization. A rating is not a
recommendation to purchase, hold or sell
Securities inasmuch as such rating does
not comment as to market price or
suitability for a particular investor.
Ratings of Securities will address the
likelihood of the payment of principal and
interest thereon pursuant to their terms.
The ratings of Securities will not address
the likelihood of an early return of
invested principal. There can be no
assurance that a rating will remain for a
given period of time or that a rating will
not be lowered or withdrawn entirely by a
rating agency if in its judgment
circumstances in the future so warrant.
For more detailed information regarding
the ratings assigned to any class of a
particular series of Securities, see
"SUMMARY OF TERMS -- RATINGS" and "RISK
FACTORS - RATINGS OF THE SECURITIES" in
the related Prospectus Supplement.

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<PAGE>

RISK FACTORS

In addition to the other information contained in this Prospectus and in
the related Prospectus Supplement to be prepared and delivered in connection
with the offering of any series of Securities, prospective investors should
carefully consider the following risk factors before investing in any class
or classes of Securities of any such series.

PRE-FUNDING ACCOUNTS AND COLLATERAL REINVESTMENT ACCOUNTS. If so
provided in the related Prospectus Supplement, on the Closing Date the
Pre-Funded Amount specified in such Prospectus Supplement will be deposited
into the Pre-Funding Account. In no event will the Pre-Funded Amount exceed
40% of the initial aggregate principal amount of the Notes and/or
Certificates of the related series of Securities. In addition, if so
specified in the related Prospectus Supplement, on the Closing Date specified
amounts will be deposited into the Collateral Reinvestment Account. During
the Revolving Period, principal will not be distributed on the Securities of
the related series, and principal collections, together with (if and to the
extent described in the related Prospectus Supplement) interest collections
on the Contracts that are in excess of amounts required to be distributed
therefrom, will be deposited from time to time in the Collateral Reinvestment
Account. The Pre-Funded Amount and the amounts on deposit in the Collateral
Reinvestment Account will be used to purchase Subsequent Contracts from the
Trust Depositor (which, if not the Company, in turn, will acquire such
Subsequent Contracts from the Company) from time to time during the related
Funding Period or Revolving Period, as applicable. During such Funding
Period or Revolving Period and until such amounts are applied by the
Applicable Trustee to purchase Subsequent Contracts, amounts on deposit in
the Pre-Funding Account or the Collateral Reinvestment Account will be
invested by the Applicable Trustee (as instructed by the Servicer) in
Eligible Investments (as defined herein). Any investment income with respect
thereto (net of any related investment expenses) will be added to amounts
received on or in respect of the Contracts during the related Collection
Period (as defined herein) and allocated to interest. Such amounts will be
distributed on the Distribution Date pursuant to the payment priorities
specified in the related Prospectus Supplement. No Funding Period will end
more than ninety (90) days after the related Closing Date.

To the extent that the entire Pre-Funded Amount or the entire amount on
deposit in the Collateral Reinvestment Account has not been applied to the
purchase of Subsequent Contracts by the end of the related Funding Period or
Revolving Period, any amounts remaining in the Pre-Funding Account or the
Collateral Reinvestment Account will be distributed as a prepayment of
principal to Noteholders and Certificateholders (collectively, the
"SECURITYHOLDERS") on the Distribution Date at or immediately following the
end of such Funding Period or Revolving Period, in the amounts and pursuant
to the priorities set forth in the related Prospectus Supplement.

SALES OF SUBSEQUENT CONTRACTS. If so provided in the related Prospectus
Supplement, the Trust Depositor will be obligated pursuant to the Pooling and
Servicing Agreement or Sale and Servicing Agreement, as applicable, to sell
Subsequent Contracts to the Trust, and the Trust will be obligated to
purchase such Subsequent Contracts, subject only to the satisfaction of
certain conditions set forth in the Pooling and Servicing Agreement or Sale
and Servicing Agreement, as applicable, and described in such Prospectus
Supplement. Concurrently, pursuant to the related Transfer and Sale
Agreement, the Company will be obligated to sell, and the Trust Depositor
obligated to purchase from the Company, such Subsequent Contracts. If the
principal amount of the eligible Subsequent Contracts acquired by the Company
from Dealers during a Funding Period or Revolving Period is less than the
Pre-Funded Amount or the amount on deposit in the Collateral Reinvestment
Account, as the case may be, the Company may have insufficient Subsequent
Contracts to transfer to the Trust Depositor. As a result, holders of one or
more classes of the related series of Securities may receive a prepayment or
early distribution of principal at the end of the Funding Period or Revolving
Period as described above under "--PRE-FUNDING ACCOUNTS AND COLLATERAL
REINVESTMENT ACCOUNTS".

Any conveyance of Subsequent Contracts to a Trust is subject to the
satisfaction, on or before the related transfer date (each, a "SUBSEQUENT
TRANSFER DATE"), of the following conditions precedent, among others: (i)
each such Subsequent Contract must satisfy the eligibility criteria specified
in the related Pooling and Servicing Agreement or Sale and Servicing
Agreement, as applicable; (ii) the Company and Trust Depositor shall not have
selected such Subsequent Contracts in a manner that is adverse to the
interests of holders of the related Securities;

14
<PAGE>

(iii) as of the respective Cutoff Dates (as such term is defined in the
related Prospectus Supplement) for such Subsequent Contracts, all of the
Contracts in the Trust, including the Subsequent Contracts to be conveyed to
the Trust as of such date, must satisfy the parameters described under "THE
CONTRACTS" herein and "THE CONTRACTS" in such Prospectus Supplement; and (iv)
the Trust Depositor must execute and deliver to such Trust a written
assignment conveying such Subsequent Contracts to such Trust. If any such
conditions precedent are not met with respect to any Subsequent Contracts
within the time period specified in the related Prospectus Supplement, the
Trust Depositor will be required to repurchase such Subsequent Contracts from
the related Trust, at a purchase price equal to the related Purchase Amounts
(as defined herein) therefor.

Except as described herein and in the related Prospectus Supplement,
there will be no other required characteristics of Subsequent Contracts.
Therefore, the characteristics of the entire pool of Contracts included in
any Trust may vary significantly as Subsequent Contracts are conveyed to such
Trust from time to time during the Funding Period or Revolving Period. See
"THE CONTRACTS" herein.

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS. Each Contract is
secured by a security interest in a Motorcycle. The transfer and perfection
of security interests in the Motorcycles and enforcement of rights to realize
upon the value of the Motorcycles as collateral for the Contracts are subject
to a number of federal and state laws, including the Uniform Commercial Code
as adopted in each(i) state (the "UCC"), each state's motor vehicle title
statutes, and the United States Bankruptcy Code. Under the United States
Bankruptcy Code, a court may prevent the Applicable Trustee from repossessing
a Motorcycle and may reduce the amount of secured indebtedness or change the
amount or timing of monthly payments or the interest rate applicable to a
Contract. In addition, numerous federal and state consumer protection laws
impose requirements on lending under conditional sales contracts such as the
Contracts, and the failure by the Dealers to comply with such requirements
could give rise to liabilities of assignees for amounts due under such
agreements and claims by such assignees may be subject to set-off as a result
of such Dealer's noncompliance. These laws would apply to a Trust as
assignee, and with respect to an Owner Trust, the Indenture Trustee as
pledgee, of the Contracts. In addition, due to administrative burden and
expense, the certificates of title to the Motorcycles will not be amended to
reflect the conveyance and assignment of Eaglemark's interest therein to the
Trust Depositor, the conveyance and assignment of the Trust Depositor's
interest therein to the Trust and the pledge of the Trust's interest therein
to the Indenture Trustee, as applicable. In the absence of such an
amendment, the Applicable Trustee may not have a perfected security interest
in the Motorcycles. By not specifying the related Trust as a secured party
on the certificate of title, the security interest of the Trust, the
Indenture Trustee or both could be defeated through fraud or negligence of
the Seller or as a result of the imposition of a lien for repairs or storage
of a Motorcycle or for taxes unpaid by the Obligor under the related
Contract. Pursuant to the Transfer and Sale Agreement, Eaglemark represents
and warrants that each Contract complies with all requirements of law and
will make certain representations and warranties relating to the validity,
subsistence, perfection and priority of the security interest in each
Motorcycle securing a Contract. A breach of any such representation and
warranty that materially and adversely affects the Trust's interest in any
Contract would create an obligation of the Trust Depositor to repurchase such
Contract from the Trust and a simultaneous obligation of Eaglemark to
repurchase such Contract from the Trust Depositor (which right of the Trust
Depositor against Eaglemark is assigned to the Trust) unless such breach is
cured. In the event that the Trust must rely on repossession and resale of
Motorcycles securing Contracts that are in default to recover principal and
interest due thereon, certain other factors may limit the ability of the
Trust to realize upon the Motorcycle or may limit the amount realized to less
than the amount due. See "CERTAIN LEGAL ASPECTS OF THE CONTRACTS" below.

To the extent that the Trust's and the Applicable Trustee's security
interest in a Motorcycle is perfected, the Trust and the Applicable Trustee
will have a prior claim under applicable state laws over subsequent
purchasers of such Motorcycle and holders of subsequently perfected security
interests therein. However, as against liens for repairs or storage of a
Motorcycle or taxes unpaid by the Obligor on the Contract secured thereby,
the Trust and the Applicable Trustee could lose their respective security
interests or the priority of such security interests in a Motorcycle. In
addition, even if the Seller, the Trust or the Applicable Trustee were to be
identified as the secured party on the certificate of title of a Motorcycle,
such secured party's security interest could be defeated by the fraud or
forgery of the vehicle owner or by administrative errors by applicable state
or local agencies responsible for titling vehicles. The Company will not
have any obligation to repurchase a Contract with respect to which the Trust

15
<PAGE>

or the Applicable Trustee loses its security interest in the related
Motorcycle after the Closing Date due to any such lien for repairs, storage
or taxes or due to the negligence or fraud of a third party.

BANKRUPTCY CONSIDERATIONS. Winston & Strawn, counsel to the Company
and the Trust Depositor, will render an opinion to the Applicable Trustee
that in the event the Company became a debtor under the United States
Bankruptcy Code the transfer of the Contracts from the Company to the Trust
Depositor in accordance with the Transfer and Sale Agreement (and any related
purchase agreement in connection with transfers of Subsequent Contracts;
hereinafter, a "SUBSEQUENT PURCHASE AGREEMENT") would be treated as a true
sale and not as a pledge to secure borrowings and that the Trust Depositor
would not be consolidated with the Company as a single entity. If, however,
the transfer of the Contracts from the Company to the Trust Depositor were
treated as a pledge to secure borrowings by the Company or if the Trust
Depositor were ordered consolidated with the Company as a single entity or
were to become bankrupt for any reason the distribution of proceeds of the
Contracts to the Trust might be subject to the automatic stay provisions of
the United States Bankruptcy Code, which would delay the distribution of such
proceeds for an uncertain period of time. In addition, a bankruptcy trustee
would have the power to sell the Contracts if the proceeds of such sale could
satisfy the amount of the debt deemed owed by the Company, or the bankruptcy
trustee could substitute other collateral in lieu of the Contracts to secure
such debt, or such debt could be subject to adjustment by the bankruptcy
court if the Company were to file for reorganization under Chapter 11 of the
United States Bankruptcy Code. A case decided by the United States Court of
Appeals for the Tenth Circuit contains language to the effect that accounts
sold by a debtor under Article 9 of the UCC would remain property of the
debtor's bankruptcy estate. Although the Contracts constitute chattel paper
under the UCC rather than accounts, sales of chattel paper are similarly
governed by Article 9 of the UCC. If, following a bankruptcy of the Company,
a court were to follow the reasoning of the Tenth Circuit and apply such
reasoning to chattel paper, then similar reductions or delays in payments of
collections on or in respect of the Contracts could occur. Additionally,
because the Company has purchased Contracts from Dealers located in the Tenth
Circuit which could become debtors in a bankruptcy proceeding, the rationale
of such case could be applicable to such Dealers' sales of Contracts to the
Company and the corresponding negative implications for timing of receipt of
payments with respect to such Contracts may occur.

TRUST'S RELATIONSHIP TO EAGLEMARK, THE TRUST DEPOSITORS, AND THEIR
AFFILIATES. None of the Company, any Trust Depositor or any of their
affiliates is generally obligated to make any payments in respect of any
Notes, the Certificates or the Contracts of a given Trust.

However, in connection with the sale of Contracts by the Trust Depositor
to a given Trust, the Trust Depositor will make representations and
warranties with respect to the characteristics of such Contracts and, in
certain circumstances, the Trust Depositor may be required to repurchase
Contracts with respect to which such representations and warranties have been
breached. See "DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND POOLING
AND SERVICING AGREEMENT -- SALE AND ASSIGNMENT OF CONTRACTS". The Company,
as Seller, will correspondingly be obligated to the Trust Depositor under the
Transfer and Sale Agreement (which rights of the Trust Depositor against the
Company will be assigned to the Trust) to repurchase the Contracts from the
Trust Depositor contemporaneously with the Trust Depositor's purchase of the
Contract from a Trust. See "DESCRIPTION OF THE TRANSFER AND SALE AGREEMENT".
Moreover, if the Company were to cease acting as Servicer, delays in
processing payments on the Contracts and information in respect thereof could
occur and result in delays in payments to the Securityholders. The related
Prospectus Supplement may set forth certain additional information regarding
the Company and any Trust Depositor.

SUBORDINATION OF CERTAIN CLASSES OF SECURITIES. To the extent specified
in the related Prospectus Supplement, distributions of interest and principal
on one or more classes of Notes or Certificates of a series may be
subordinated in priority of payment to interest and principal due on certain
of the Notes, if any, of such series or one or more classes of Certificates
of such series.

LIMITED ASSETS OF THE TRUST. None of the Trusts will have, nor will any
Trust be permitted or expected to have, any significant assets or sources of
funds other than the Contracts and, to the extent provided in the related
Prospectus Supplement, a Pre-Funding Account, a Collateral Reinvestment
Account, a Reserve Fund and any other

16
<PAGE>

credit enhancement or Trust Property. The Notes of any series will represent
obligations solely of, and the Certificates of any series will represent
interests solely in, the related Trust, and neither the Notes nor the
Certificates of any series will be insured or guaranteed by the Trust
Depositor, the Servicer, the Applicable Trustee, or any other person or
entity (except as may be described in a Prospectus Supplement).
Consequently, holders of the Securities of any series must rely for repayment
upon payments on the related Contracts and, if and to the extent available,
amounts on deposit in the Pre-Funding Account (if any), the Collateral
Reinvestment Account (if any), the Reserve Fund (if any) and any other credit
enhancement, all as specified in the related Prospectus Supplement.

MASTER TRUSTS. As may be described in the related Prospectus
Supplement, a Master Trust may issue from time to time more than one series.
While the terms of any additional series will be specified in a supplement to
the related Master Trust Agreement, the provisions of such supplement and,
therefore, the terms of such additional series, will not be subject to prior
review by, or consent of, holders of the Securities of any series previously
issued by such Master Trust. Such terms may include methods for determining
applicable investor percentages and allocating collections, provisions
creating different or additional security or credit enhancements and any
other provisions which are made applicable only to such series. The
obligation of the related Trustee to issue any new series is subject to the
condition, among others, that such issuance will not result in any Rating
Agency (as such term is defined in the related Prospectus Supplement)
reducing or withdrawing its rating of the Securities of any outstanding
series (any such reduction or withdrawal is referred to herein as a "RATINGS
EFFECT"). There can be no assurance, however, that the terms of any series
might not have an impact on the timing or amount of payments received by a
Securityholder of another series issued by the same Master Trust. See "THE
TRUSTS -- MASTER TRUSTS".

YIELD AND PREPAYMENT CONSIDERATIONS. By their terms, the Contracts may
be prepaid, in whole or in part, at any time and each Contract contains a
provision which permits the Trust Depositor to require full prepayment in the
event of a sale of the Motorcycle securing a Contract. In addition,
repurchases of the Contracts by the Seller through the Trust Depositor could
occur in the event of a breach of a representation and warranty with respect
to the Contracts and upon exercise of the Trust Depositor's option to
repurchase Contracts when the aggregate outstanding principal balances of the
Contracts owned by the Trust (the "POOL BALANCE") has decreased to a certain
level. Any prepayments and repurchases of Contracts will reduce the average
life of the Contracts and the interest received by the Noteholders or
Certificateholders over the life of the Notes or Certificates (for this
purpose the term "PREPAYMENT" includes liquidations due to default, as well
as receipt of proceeds from credit life, credit disability and casualty
insurance policies). In addition, with respect to an Owner Trust the
occurrence of a Mandatory Special Redemption (as defined in the related
Prospectus Supplement) at or before the end of the Funding Period would have
the effect of reducing the interest received by Noteholders over the life of
the Notes.

JOINT ACCOUNTS. In certain circumstances, the monthly billing
statements relating to the Contracts and provided to the Obligors also
reflect the Obligors' outstanding "HARLEY CARD" monthly balance. See
"EAGLEMARK FINANCIAL SERVICES, INC.; EAGLEMARK, INC.; AND THE TRUST
DEPOSITORS." With respect to such a joint billing statement, the Obligor
sends one payment which if not appropriately designated by such Obligor in
the statement returned with their payment will be allocated first to the
minimum payment due on the Harley Card. To the extent a payment is
insufficient to cover payment amounts due under both the Contract and the
minimum amount due on the Harley Card, the Contract will suffer the
associated shortfall.

RISK OF COMMINGLING. With respect to each Trust, the Servicer will be
obligated to deposit all payments on the Contracts (from whatever source) and
all proceeds of such Contracts collected during each Collection Period into
the Collection Account of such Trust within two business days of receipt
thereof. However, if so provided in the related Prospectus Supplement, in the
event that the Company satisfies certain requirements for monthly or less
frequent remittances and the Rating Agencies affirm their ratings of the
related Securities at the initial level, then for so long as the Company is
the Servicer and provided that (i) there exists no Servicer Default (as
defined herein) and (ii) each other condition to making such monthly or less
frequent deposits as may be specified by the Rating Agencies and described in
such Prospectus Supplement is satisfied, the Servicer will not be required to
deposit such amounts into the Collection Account of such Trust until on or
before the business day preceding each Distribution Date. The Servicer will
also be obligated to deposit the aggregate Purchase Amount (as defined
herein) of Contracts purchased by the Servicer into the applicable Collection
Account on or before the business day preceding each

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<PAGE>

Distribution Date. Pending deposit into such Collection Account, collections
may be invested by the Servicer at its own risk and for its own benefit and
will not be segregated from funds of the Servicer. If the Servicer were
unable to remit such funds, the applicable Securityholders might incur a
loss. To the extent set forth in the related Prospectus Supplement, the
Servicer may, in order to satisfy the requirements described above, obtain a
letter of credit or other security for the benefit of the related Trust to
secure timely remittances of collections on the related Contracts and payment
of the aggregate Purchase Amount with respect to Contracts purchased by the
Servicer.

SERVICER DEFAULT. Unless otherwise provided in the related Prospectus
Supplement with respect to a series of Securities issued by an Owner Trust
that includes Notes, in the event a Servicer Default (as defined herein)
occurs, the IndentureTrustee or the Noteholders with respect to such series,
as described under "DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING AGREEMENTS -- RIGHTS UPON SERVICER DEFAULT", may remove
the Servicer without the consent of the Owner Trustee or any of the
Certificateholders with respect to such series. The Owner Trustee or the
Certificateholders with respect to such series will not have the ability to
remove the Servicer if a Servicer Default occurs. In addition, the
Noteholders of such series have the ability, with certain specified
exceptions, to waive defaults by the Servicer, including defaults that could
materially adversely affect the Certificateholders of such series. See
"DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND POOLING AND SERVICING
AGREEMENTS -- WAIVER OF PAST DEFAULTS".

RATINGS OF THE SECURITIES. It is a condition to the issuance of the
Securities to be offered hereunder that they be rated in one of the four
highest rating categories by at least one nationally recognized statistical
rating organization. A rating is not a recommendation to purchase, hold or
sell Securities inasmuch as such rating does not comment as to market price
or suitability for a particular investor. Ratings of Securities will address
the likelihood of the payment of principal and interest thereon pursuant to
their terms. The ratings of Securities will not address the likelihood of an
early return of invested principal. There can be no assurance that a rating
will remain for a given period of time or that a rating will not be lowered
or withdrawn entirely by a rating agency if in its judgment circumstances in
the future so warrant. For more detailed information regarding the ratings
assigned to any class of a particular series of Securities, see "SUMMARY OF
TERMS --RATINGS" and "RISK FACTORS -- RATINGS OF THE SECURITIES" in the
related Prospectus Supplement.

BOOK-ENTRY REGISTRATION. Unless otherwise specified in the related
Prospectus Supplement, each class of Securities of a given series will be
initially represented by one or more certificates registered in the name of
Cede & Co. ("CEDE"), or any other nominee for The Depository Trust Company
("DTC") set forth in such Prospectus Supplement (Cede, or such other nominee,
"DTC'S NOMINEE"), and will not be registered in the names of the holders of
the Securities of such series or their nominees. Because of this, unless and
until Definitive Securities (as defined herein) for such series are issued,
Securityholders will not be recognized by the Applicable Trustee. Hence,
until Definitive Securities are issued, Securityholders will be able to
exercise their rights only indirectly through DTC and its participating
organizations. See "CERTAIN INFORMATION REGARDING THE SECURITIES --
BOOK-ENTRY REGISTRATION" and "-- DEFINITIVE SECURITIES".

THE TRUSTS

With respect to each series of Securities, the Trust Depositor will
establish a separate Trust pursuant to the respective Trust Agreement or
Pooling and Servicing Agreement, as applicable, for the transactions
described herein and in the related Prospectus Supplement. The property of
each Trust will include a pool of retail installment sales contracts of new
and used Harley-Davidson motorcycles, or in certain limited instances
Motorcycles manufactured by Buell (limited, unless otherwise specified in the
related Prospectus Supplement, to 2.5% of the principal balance of the
Contracts owned by a Trust) and Motorcycles manufactured by certain Other
Manufacturers (see "OTHER MANUFACTURERS" herein) (limited, unless otherwise
specified in the related Prospectus Supplement, to 10% of the principal
balance of the Contracts owned by a Trust) as well as certain floor plan
loans made to Dealers secured by Harley-Davidson, Buell and certain Other
Manufacturers' Motorcycles and, unless otherwise provided in the related
Prospectus Supplement, all payments due thereunder on and after the
applicable Cutoff Date. Such Contracts will be sold by the Company to the
Trust Depositor but will continue to be serviced by the Company as

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<PAGE>

Servicer. On the applicable Closing Date, after the issuance of the
Certificates and any Notes of a given series, the Trust Depositor will sell
the Initial Contracts to the Trust to the extent, if any, specified in the
related Prospectus Supplement. If and to the extent so provided in the
related Prospectus Supplement, Subsequent Contracts will be conveyed to the
Trust as frequently as weekly during the Funding Period. In addition, if so
provided in the related Prospectus Supplement, the property of a Trust may
also include monies deposited into the Collateral Reinvestment Account on the
Closing Date. With respect to either a Master Trust or an Owner Trust, during
the Revolving Period (if applicable), principal will not be distributed on
the Securities of the related series, and principal collections on the
Contracts of such Trust, together with (if and to the extent described in the
related Prospectus Supplement) interest collections on such Contracts that
are in excess of amounts required to be distributed therefrom, will be
deposited from time to time in the Collateral Reinvestment Account and will
be used by the Trust to purchase Subsequent Contracts during such Revolving
Period. Any Subsequent Contracts so conveyed will also be assets of the
applicable Trust, subject, in the case of any Owner Trust that issues Notes,
to the prior rights of the related Indenture Trustee and the Noteholders, if
any, in such Subsequent Contracts. The property of each Trust will also
include (i) such amounts as from time to time may be held in separate trust
accounts established and maintained pursuant to the related Sale and
Servicing Agreement or Pooling and Servicing Agreement and the proceeds of
such accounts, as described herein and in the related Prospectus Supplement;
(ii) security interests in the Motorcycles and any other interest of the
Trust Depositor in such Motorcycles; (iii) the rights to proceeds from claims
on certain physical damage, credit life and disability insurance policies
covering the Motorcycles or the Obligors, as the case may be; (iv) the
interest of the Trust Depositor in any proceeds from recourse to Dealers (as
defined herein) or other originators in respect of Contracts as to which the
Servicer has determined that eventual repayment in full is unlikely; (v) any
property that shall have secured a Contract and that shall have been acquired
by the applicable Trust; and (vi) any and all proceeds of the foregoing. To
the extent specified in the related Prospectus Supplement, a Pre-Funding
Account, a Collateral Reinvestment Account, a Reserve Fund or other form of
credit enhancement or such other property, may be a part of the property of
any given Trust or may be held by the Trustee or an Indenture Trustee for the
benefit of holders of the related Securities.

The Servicer will continue to service the Contracts held by each Trust
and will receive fees for such services. See "DESCRIPTION OF THE SALE AND
SERVICING AGREEMENTS AND POOLING AND SERVICING AGREEMENTS -- SERVICING
COMPENSATION AND PAYMENT OF EXPENSES" herein and in the related Prospectus
Supplement. To facilitate the servicing of the Contracts, the Trust
Depositor and each ApplicableTrustee will authorize the Servicer to retain
physical possession of the Contracts held by each Trust and other documents
relating thereto as custodian for each such Trust. Due to the administrative
burden and expense, the certificates of title to the Motorcycles will not be
amended to reflect the sale and assignment of the security interest in the
Motorcycles to each Trust. In the absence of such an amendment, the Trust may
not have a perfected security interest in the Motorcycles in all states. See
"RISK FACTORS -- SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS";
"CERTAIN LEGAL ASPECTS OF THE CONTRACTS"; and "DESCRIPTION OF THE SALE AND
SERVICING AGREEMENTS AND POOLING AND SERVICING AGREEMENTS -- SALE AND
ASSIGNMENT OF CONTRACTS" herein.

If the protection provided to any Noteholders of a given series by the
subordination of the related Certificates and by the Reserve Fund, if any, or
other credit enhancement for such series or the protection provided to
Certificateholders by any such Reserve Fund or other credit enhancement is
insufficient, such Noteholders or Certificateholders, as the case may be,
would have to look principally to the Obligors on the related Contracts, the
proceeds from the repossession and sale of Motorcycles which secure defaulted
Contracts and the proceeds from any recourse against Dealers or other
originators with respect to such Contracts. In such event, certain factors,
such as the applicable Trust's not having perfected security interests in the
Motorcycles in all states, may affect the Servicer's ability to repossess and
sell the collateral securing the Contracts, and thus may reduce the proceeds
to be distributed to the holders of the Securities of such series. See
"DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND POOLING AND SERVICING
AGREEMENTS -- DISTRIBUTIONS", "-- CREDIT AND CASH FLOW ENHANCEMENT" and
"CERTAIN LEGAL ASPECTS OF THE CONTRACTS".

The principal offices of each Trust and the related Trustee will be
specified in the applicable Prospectus Supplement.

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THE TRUSTEE AND THE INDENTURE TRUSTEE

The Trustee and the Indenture Trustee, as applicable, for each Trust
will be specified in the related Prospectus Supplement. The Applicable
Trustee's liability in connection with the issuance and sale of the related
Securities will be limited solely to the express obligations of such Trustee
set forth in the related Trust Agreement and the Sale and Servicing Agreement
or the related Pooling and Servicing Agreement, as applicable. The
Applicable Trustee may resign at any time, in which event the Servicer, or
its successor (or, in the case of an Owner Trust that issues Notes, the
Administrator (as defined herein) thereof), will be obligated to appoint a
successor trustee. The Administrator of any Owner Trust that issues Notes
and the Servicer in respect of any Grantor Trust may also remove the
Applicable Trustee if such Trustee ceases to be eligible to continue as
Trustee under the related Trust Agreement or Pooling and Servicing Agreement,
as applicable, or if the ApplicableTrustee becomes insolvent. In such
circumstances, the Administrator or Servicer, as applicable, will be
obligated to appoint a successor Trustee. Any resignation or removal of a
Trustee or Indenture Trustee, as applicable, and appointment of a successor
Trustee will not become effective until acceptance of the appointment by the
successor Trustee.

MASTER TRUSTS

If so provided in the related Prospectus Supplement, each Trust
Agreement or Pooling and Servicing Agreement, as applicable, may provide
that, pursuant to any one or more supplements thereto, the Trust Depositor
may direct the related Trustee to issue from time to time new series subject
to the conditions described below (each such issuance, a "MASTER TRUST NEW
ISSUANCE"). Each Master Trust New Issuance will have the effect of
decreasing the residual interest in the related Master Trust. Under each
such Master Trust Agreement, the Trust Depositor may designate, with respect
to any newly issued series: (i) its name or designation; (ii) its initial
principal amount (or method for calculating such amount); (iii) its Interest
Rate (or a formula for the determination thereof); (iv) the Distribution
Dates and the date or dates from which interest shall accrue; (v) the method
for allocating collections to Securityholders of such series; (vi) any bank
accounts to be used by such series and the terms governing the operation of
any such bank accounts; (vii) the percentage used to calculate monthly
servicing fees; (viii) the provider and terms of any form of credit
enhancement with respect thereto; (ix) the terms on which the Securities of
such series may be repurchased or remarketed to other investors; (x) the
number of classes of Securities of such series and, if such series consists
of more than one class, the rights and priorities of each such class; (xi)
the extent to which the Securities of such series will be issuable in
book-entry form; (xii) the priority of such series with respect to any other
series; and (xiii) any other relevant terms. None of the Trust Depositor,
the Servicer, the related Trustee or any Master Trust is required or intends
to obtain the consent of any Securityholder of any outstanding series to
issue any additional series.

Each Master Trust Agreement provides that the Trust Depositor may
designate terms such that each Master Trust New Issuance has an amortization
period which may have a different length and begin on a different date than
such periods for any series previously issued by the related Master Trust and
then outstanding. Moreover, each Master Trust New Issuance may have the
benefits of credit enhancements issued by enhancement providers different
from the providers of the credit enhancement, if any, with respect to any
series previously issued by the related Master Trust and then outstanding.
Under each Master Trust Agreement, the related Trustee shall hold any such
credit enhancement only on behalf of the Securityholders to which such credit
enhancement relates. The Trust Depositor will have the option under each
Master Trust Agreement to vary among series the terms upon which a series may
be repurchased by the Trust or remarketed to other investors. As more fully
described in a related Prospectus Supplement, there is no limit to the number
of Master Trust New Issuances that the Trust Depositor may cause under a
Master Trust Agreement. Each Master Trust will terminate only as provided in
the related Master Trust Agreement. There can be no assurance that the terms
of any Master Trust New Issuance might not have an impact on the timing and
amount of payments received by Securityholders of another series issued by
the same Master Trust.

Under each Master Trust Agreement and pursuant to a related supplement, a
Master Trust New Issuance may occur only upon the satisfaction of certain
conditions provided in each such Master Trust Agreement. The obligation of the
related Trustee to authenticate the Securities of any such Master Trust New
Issuance and to execute and deliver the supplement to the related Master Trust
Agreement is subject to the satisfaction of the following

<PAGE>

conditions: (a) on or before the date upon which the Master Trust New
Issuance is to occur, the Trust Depositor shall have given the related
Trustee, the Servicer, the Rating Agencies and certain related providers of
credit enhancement, if any, written notice of such Master Trust New Issuance
and the date upon which the Master Trust New Issuance is to occur; (b) the
Trust Depositor shall have delivered to such Trustee a supplement to such
Master Trust Agreement, in form satisfactory to such Trustee, executed by
each party to such Master Trust Agreement other than such Trustee; (c) the
Trust Depositor shall have delivered to such Trustee any related credit
enhancement agreement; (d) such Trustee shall have received confirmation from
the Rating Agency that such Master Trust New Issuance will not result in a
Ratings Effect; (e) the Trust Depositor shall have delivered to such Trustee,
the Rating Agency and certain providers of credit enhancement, if any, an
opinion of counsel acceptable to such Trustee that for federal income tax
purposes (i) following such Master Trust New Issuance the related Master
Trust will not be deemed to be an association (or publicly traded
partnership) taxable as a corporation, (ii) such Master Trust New Issuance
will not affect the tax characterization as debt of Securities of any
outstanding series or class issued by such Master Trust that were
characterized as debt at the time of their issuance and (iii) such Master
Trust New Issuance will not cause or constitute an event in which gain or
loss would be recognized by any Securityholders or such Master Trust; and (f)
any other conditions specified in any supplement. Upon satisfaction of the
above conditions, the related Trustee shall execute the supplement to the
related Master Trust Agreement and issue the Securities of such new series.

HARLEY-DAVIDSON MOTORCYCLES

All of the Motorcycles securing Contracts were manufactured by
Harley-Davidson, except that, unless otherwise specified in the related
Prospectus Supplement, not more than 2.5% of the Contracts (including all
Subsequent Contracts) may relate to, and be secured by, Motorcycles
manufactured by Buell, and not more than 10.0% of the Contracts (including
all Subsequent Contracts) may relate to, and be secured by, Motorcycles
manufactured by Other Manufacturers. See "OTHER MANUFACTURERS." Buell
produces "PERFORMANCE" motorcycles using engines and certain other parts
manufactured by Harley-Davidson.

Harley-Davidson produces and sells premium superheavyweight motorcycles.
Within the superheavyweight class, Harley-Davidson sells touring motorcycles
(equipped for long-distance touring), as well as motorcycles which emphasize
the distinctive styling associated with certain classic Harley-Davidson
motorcycles. Harley-Davidson motorcycles are based on variations of five
basic chassis designs and are powered by one of three air cooled, twin
cylinder engines of "V" configuration which have displacements of 883cc,
1200cc, and 1340cc. Harley-Davidson manufactures its own engines and frames
and is the only major manufacturer of motorcycles in the United States.
Harley-Davidson, as of December 31, 1996, accounts for approximately 55% of
the market for motorcycles with an engine displacement of 751cc and above.

Buell produces "PERFORMANCE" motorcycles using Harley-Davidson 1200cc
engines that are further modified in the manufacturing process, as well as
certain other Harley parts. The "PERFORMANCE" aspect of the motorcycles
refers to overall handling characteristics of the motorcycle, including
cornering, acceleration and braking. Buell motorcycles and related products
are currently distributed exclusively through Harley-Davidson dealers.
Buell's overall share of the "PERFORMANCE" market is negligible.

OTHER MANUFACTURERS

Except as otherwise specified in the related Prospectus Supplement,
Contracts aggregating not more than 10.0% of the aggregate principal balances
of all Contracts (including Subsequent Contracts) may relate to, and be
secured by, Motorcycles manufactured by Honda, Yamaha, Suzuki, Kawasaki as
well as certain other manufacturers. Such Motorcycles fall within two (2)
categories: "touring cycles" (with displacements typically over 750cc) which
are generally intended for use in long distance travel, and "street legal
cycles", which include all other motorcycles which may be licensed for street
use under applicable state or local law and which are not generally viewed as
falling with the "touring cycle" category.

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THE CONTRACTS

GENERAL

The Contracts in each Trust have been or will be purchased by the
Company from a network of Harley-Davidson Dealers located throughout the
United States. The Company's personnel contact Dealers and explain the
Company's available financing plans, terms, prevailing rates and credit and
financing policies. If the Dealer wishes to use the Company's available
customer financing, the Dealer must make an application to the Company for
approval.

Contracts that the Company purchases are written on forms provided or
approved by the Company and are purchased on an individually approved basis
in accordance with the Company's guidelines. The Dealer submits the
customer's credit application and purchase order to the Company's office
where an analysis of the creditworthiness of the proposed buyer is made. The
analysis includes a review of the proposed buyer's paying habits, length and
likelihood of continued employment and certain other procedures. The
Company's current underwriting guidelines for Contracts generally require
that the monthly payment on the Contract, together with the Obligor's other
fixed monthly obligations, not exceed 40% (unless otherwise specified in the
Prospectus Supplement) of the Obligor's monthly gross income. With respect
to Contracts for new Motorcycles, and for used Motorcycles of model year 1990
or later, the Company generally finances up to 90% (unless otherwise
specified in the Prospectus Supplement) of the Motorcycle's sales price. The
Company generally finances up to 85% (unless otherwise specified in the
Prospectus Supplement) of such amount for used Motorcycles of a model year
earlier than 1990. The Company will also finance certain Dealer installed
accessories, sales tax and title fees as well as premiums for the term of the
contract on optional credit life and accident and health insurance, premiums
for extended warranty insurance and premiums for required physical damage
insurance on the Motorcycle which financed amounts are part of the principal
balance of the respective Contract. If the application meets the Company's
guidelines and the credit is approved, the Company purchases the contract
when the customer accepts delivery of the Motorcycle.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Certain information concerning the experience of the Company pertaining
to delinquencies, repossessions and net losses with respect to new and used
Motorcycle Contracts will be set forth in each Prospectus Supplement. There
can be no assurance that the delinquency, repossession and net loss
experience on any particular pool of Contracts will be comparable to prior
experience or to such information.

WEIGHTED AVERAGE LIFE OF THE SECURITIES

The weighted average life of the Notes, if any, and the Certificates of
any series will generally be influenced by the rate at which the principal
balances of the related Contracts are paid, which payment may be in the form
of scheduled amortization or prepayments. (For this purpose, the term
"PREPAYMENTS" includes prepayments in full, partial prepayments (including
those related to rebates of extended warranty contract costs and insurance
premiums), liquidations due to default, losses caused by the issuance of an
order by a court in any insolvency proceeding reducing the amount owed under
a Contract, as well as receipts of proceeds from physical damage, credit life
and disability insurance policies and from certain purchases or repurchases
of Contracts by the Trust Depositor, Company or Servicer.) All of the
Contracts are prepayable at any time without penalty to the Obligor. The
rate of prepayment of Contracts is influenced by a variety of economic,
social and other factors. In addition, under certain circumstances, the
Company, through the Trust Depositor, will be obligated to repurchase
Contracts from a given Trust pursuant to the related Transfer and Sale
Agreement, Sale and Servicing Agreement or Pooling and Servicing Agreement as
a result of breaches of representations and warranties. See "DESCRIPTION OF
THE SALE AND SERVICING AGREEMENTS AND POOLING AND SERVICING

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<PAGE>

AGREEMENTS -- SALE AND ASSIGNMENT OF CONTRACTS" and "-- SERVICING
PROCEDURES". See also "DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING AGREEMENTS -- TERMINATION" regarding the Servicer's
option to purchase the Contracts from a given Trust, and "-- INSOLVENCY
EVENT" regarding the sale of the Contracts owned by a Trust if an Insolvency
Event with respect to the Trust Depositor applicable to such Trust occurs.

In light of the above considerations, there can be no assurance as to
the amount of principal payments to be made on the Notes, if any, or the
Certificates of a given series on each Distribution Date since such amount
will depend, in part, on the amount of principal collected on the related
pool of Contracts during the applicable Collection Period. Any reinvestment
risks resulting from a faster or slower incidence of prepayment of Contracts
will be borne entirely by the Noteholders, if any, and the Certificateholders
of a given series. The related Prospectus Supplement may set forth certain
additional information with respect to the maturity and prepayment
considerations applicable to the particular pool of Contracts and the related
series of Securities.

POOL FACTORS AND TRADING INFORMATION

The "NOTE POOL FACTOR" for each class of Notes will be a seven-digit
decimal which the Servicer will compute prior to each distribution with
respect to such class of Notes indicating the remaining outstanding principal
balance of such class of Notes, as of the applicable Distribution Date (after
giving effect to payments to be made on such Distribution Date), as a
fraction of the initial outstanding principal balance of such class of Notes.
The "CERTIFICATE POOL FACTOR" for each class of Certificates will be a
seven-digit decimal which the Servicer will compute prior to each
distribution with respect to such class of Certificates indicating the
remaining Certificate Balance of such class of Certificates, as of the
applicable Distribution Date (after giving effect to distributions to be made
on such Distribution Date), as a fraction of the initial Certificate Balance
of such class of Certificates. Each Note Pool Factor and each Certificate
Pool Factor will initially be 1.0000000 and thereafter will decline to
reflect reductions in the outstanding principal balance of the applicable
class of Notes, or the reduction of the Certificate Balance of the applicable
class of Certificates, as the case may be. A Noteholder's portion of the
aggregate outstanding principal balance of the related class of Notes is the
product of (i) the original denomination of such Noteholder's Note and (ii)
the applicable Note Pool Factor. A Certificateholder's portion of the
aggregate outstanding Certificate Balance for the related class of
Certificates is the product of (a) the original denomination of such
Certificateholder's Certificate and (b) the applicable Certificate Pool
Factor.

Unless otherwise provided in the related Prospectus Supplement, the
Noteholders, if any, and the Certificateholders will receive reports on or
about each Distribution Date concerning, with respect to the Collection
Period immediately preceding such Distribution Date, payments received on the
Contracts, the Pool Balance, each Certificate Pool Factor or Note Pool
Factor, as applicable, and various other items of information. In addition,
Securityholders of record during any calendar year will be furnished
information for tax reporting purposes not later than the latest date
permitted by law. See "CERTAIN INFORMATION REGARDING THE SECURITIES --
REPORTS TO SECURITYHOLDERS".

USE OF PROCEEDS

Unless otherwise provided in the related Prospectus Supplement, the net
proceeds from the sale of the Securities of a series will be applied by the
applicable Trust (i) to the purchase of the Contracts from the Trust
Depositor, (ii) to make the deposit, if any, of the Pre-Funded Amount into
the Pre-Funding Account, if any, and (iii) to make the initial deposit, if
any, to the Collateral Reinvestment Account, if any. Unless otherwise
specified in the related Prospectus Supplement, the Trust Depositor will use
that portion of such net proceeds paid to it with respect to any such Trust
for general corporate purposes.

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<PAGE>

EAGLEMARK FINANCIAL SERVICES, INC.; EAGLEMARK, INC.;
AND THE TRUST DEPOSITORS

EAGLEMARK FINANCIAL SERVICES, INC.

Eaglemark Financial was formed in June 1992 with a capital infusion of
$10,000,000 from Harley-Davidson and an additional $15,000,000 capital
contribution from a major institutional investor in January 1993. In
November 1995, Harley-Davidson purchased the equity owned by the major
institutional investor and as a result Eaglemark Financial is a 97% owned
subsidiary of Harley-Davidson. The business of Eaglemark Financial, through
its 100% ownership of Eaglemark, has been to provide wholesale and retail
financing, credit card and insurance services to Dealers and customers of
Harley-Davidson.

EAGLEMARK, INC.

Eaglemark is a Nevada corporation and is a wholly-owned subsidiary of
Eaglemark Financial. Eaglemark began operations in January 1993 when it
purchased the $85 million wholesale financing portfolio of certain
Harley-Davidson Dealers from ITT Commercial Finance; subsequently, Eaglemark
entered the retail consumer finance business. Eaglemark provides financing
to Harley-Davidson customers for new and used motorcycles and Harley-Davidson
branded products including accessories through its private-label "HARLEY
CARD," as well as a range of motorcycle insurance products through a
wholly-owned subsidiary. Eaglemark also finances extended service contracts
on Motorcycles. Eaglemark's financing, credit card and insurance programs
are designed to work together as a package that appeals to the needs of
Harley-Davidson's customers. The intent of such a package is to increase
Dealer and customer loyalty to Eaglemark while improving revenue and profits
over time. Eaglemark's principal executive offices are located at 4150
Technology Way, Carson City, Nevada 89706 (telephone 702/885-1200).

During the third quarter of 1994, Eaglemark began providing retail
consumer financing for other product lines. Initially, Eaglemark provided
financing for marine boat dealers under the trade names "MASTERCRAFT CREDIT,"
"WETJET CREDIT," "SKEETER CREDIT," "BOSTON WHALER FINANCIAL SERVICES," and
"MARIAH FINANCIAL SERVICES." Eaglemark has since added new lines of
consumer financing including (i) recreational vehicle financing through RV
dealers under the trade name of "HOLIDAY RAMBLER CREDIT"; (ii) Motorcycle
financing through the Canadian Harley-Davidson dealers transacted under the
trade name "DEELEY CREDIT"; and (iii) single-engine aircraft financing
provided directly through Mooney Aircraft under the trade name "MOONEY
FINANCIAL SERVICES" or through a broker (Sterling Air) under the Eaglemark
name. Eaglemark also provides other forms of consumer financing through
various Dealers on a case-by-case basis.

THE TRUST DEPOSITORS

With respect to each series of Securities, the Trust Depositor will be a
special-purpose finance subsidiary of the Company. All of the common stock
of the Trust Depositor will be owned by Eaglemark. All of the officers and
directors of each Trust Depositor will be employed by Eaglemark or Eaglemark
Financial, except that one director of each Trust Depositor shall at all
times be independent of Eaglemark, Eaglemark Financial and Harley-Davidson.

DESCRIPTION OF THE NOTES

GENERAL

Each Owner Trust may issue one or more classes of Notes pursuant to an
Indenture, a form of which has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The following summary does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Notes and the Indenture.

Unless otherwise specified in the related Prospectus Supplement, each class
of Notes will initially be represented by one or more Notes, in each case
registered in the name of the nominee of DTC (together with any successor
depository selected by the Trust, the "DEPOSITORY"), except as set forth below.
Unless otherwise specified

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in the related Prospectus Supplement, the Notes will be available for
purchase in denominations of $1,000 and integral multiples thereof in
book-entry form only. The Company has been informed by DTC that DTC's
nominee will be Cede, unless another nominee is specified in the related
Prospectus Supplement. Accordingly, such nominee is expected to be the
holder of record of the Notes of each class. Unless and until Definitive
Notes (as defined herein) are issued under the limited circumstances
described herein or in the related Prospectus Supplement, no Noteholder will
be entitled to receive a physical certificate representing a Note. All
references herein and in the related Prospectus Supplement to actions by
Noteholders refer to actions taken by DTC upon instructions from its
participating organizations (the "PARTICIPANTS"), and all references herein
and in the related Prospectus Supplement to distributions, notices, reports
and statements to Noteholders refer to distributions, notices, reports and
statements to DTC or its nominee, as the registered holder of the Notes, for
distribution to Noteholders in accordance with DTC's procedures with respect
thereto. See "CERTAIN INFORMATION REGARDING THE SECURITIES -- BOOK-ENTRY
REGISTRATION" and "-- DEFINITIVE SECURITIES".

PRINCIPAL AND INTEREST ON THE NOTES

The timing and priority of payment, seniority, allocations of losses,
Interest Rate and amount of or method of determining payments of principal
and interest on each class of Notes of a given series will be described in
the related Prospectus Supplement. The right of holders of any class of
Notes to receive payments of principal and interest may be senior or
subordinate to the rights of holders of any other class or classes of Notes
of such series, as described in the related Prospectus Supplement. Unless
otherwise provided in the related Prospectus Supplement, payments of interest
on the Notes of such series will be made prior to payments of principal
thereon. If so provided in the related Prospectus Supplement, a series may
include one or more classes of Strip Notes entitled to (i) principal payments
with disproportionate, nominal or no interest payments or (ii) interest
payments with disproportionate, nominal or no principal payments. Each class
of Notes may have a different Interest Rate, which may be a fixed, variable
or adjustable Interest Rate (and which may be zero for certain classes of
Strip Notes), or any combination of the foregoing. The related Prospectus
Supplement will specify the Interest Rate for each class of Notes of a given
series or the method for determining such Interest Rate. See also "CERTAIN
INFORMATION REGARDING THE SECURITIES -- FIXED RATE SECURITIES" and "--
FLOATING RATE SECURITIES". One or more classes of Notes of a series may be
redeemable in whole or in part under the circumstances specified in the
related Prospectus Supplement, including, if a Pre-Funding Account or
Collateral Reinvestment Account has been established with respect to a
related series, from amounts remaining in the applicable account at the end
of the Funding Period or Revolving Period, as the case may be, or as a result
of the Servicer's exercising its option to purchase the related pool of
Contracts.

To the extent specified in any Prospectus Supplement, one or more
classes of Notes of a given series may have fixed principal payment
schedules, as set forth in such Prospectus Supplement; Noteholders of such
Notes would be entitled to receive as payments of principal on any given
Distribution Date the applicable amounts set forth on such schedule with
respect to such Notes, in the manner and to the extent set forth in the
related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement,
payments to holders of Notes of all classes within a series in respect of
interest will have the same priority. Under certain circumstances, the
amount available for such payments could be less than the amount of interest
payable on the Notes on any of the dates specified for payments in the
related Prospectus Supplement (each, a "DISTRIBUTION DATE"), in which case
each class of Noteholders will receive its ratable share (based upon the
aggregate amount of interest due to the holders of such class of Notes) of
the aggregate amount available to be distributed in respect of interest on
the Notes of such series. See "DESCRIPTION OF THE SALE AND SERVICING
AGREEMENTS AND POOLING AND SERVICING AGREEMENTS -- DISTRIBUTIONS" and "--
CREDIT AND CASH FLOW ENHANCEMENT".

In the case of a series of Securities which includes two or more classes
of Notes, the sequential order and priority of payment in respect of
principal and interest, and any schedule or formula or other provisions
applicable to the determination thereof, of each such class will be set forth
in the related Prospectus Supplement. Payments in respect of principal of
and interest on any class of Notes will be made on a pro rata basis among all
the Noteholders of such class. One or more classes of Notes of a series may
be redeemable in whole or in part under the

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<PAGE>

circumstances specified in the related Prospectus Supplement, including, if a
Pre-Funding Account or Collateral Reinvestment Account has been established
with respect to the related series, from amounts remaining in the applicable
account at the end of the Funding Period or Revolving Period, as the case may
be, or as a result of the exercise by the Servicer, a subservicer or such
other party as may be specified in the related Prospectus Supplement of its
option to purchase the related pool of Contracts. See "DESCRIPTION OF THE
SALE AND SERVICING AGREEMENTS AND POOLING AND SERVICING AGREEMENTS --
TERMINATION".

CERTAIN PROVISIONS OF THE INDENTURE

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT. With respect to the
Notes of a given series, unless otherwise specified in the related Prospectus
Supplement, "EVENTS OF DEFAULT" under the related Indenture will include the
following: (i) a default for five days or more in the payment of any interest
on any such Note; (ii) a default in the payment of the principal, or any
installment of the principal, of any such Note when the same becomes due and
payable; (iii) a default in the observance or performance of any covenant or
agreement of the applicable Trust made in such Indenture and the continuation
of any such default for a period of 30 days after notice thereof is given to
such Trust by the applicable Indenture Trustee or to such Trust and such
Indenture Trustee by the holders of at least 25% in principal amount of such
Notes then outstanding; (iv) any representation or warranty made by such
Trust in such Indenture or in any certificate delivered pursuant thereto or
in connection therewith having been incorrect in a material respect as of the
time made, if such breach is not cured within 30 days after notice thereof is
given to such Trust by the applicable Indenture Trustee or to such Trust and
such Indenture Trustee by the holders of at least 25% in principal amount of
such Notes then outstanding; or (v) certain events of bankruptcy, insolvency,
receivership or liquidation of the applicable Trust. However, the amount of
principal required to be paid to Noteholders of such series under the related
Indenture will generally be limited to amounts available to be deposited in
the applicable Note Distribution Account. Therefore, unless otherwise
specified in the related Prospectus Supplement, the failure to pay principal
on a class of Notes generally will not result in the occurrence of an Event
of Default until the final scheduled Distribution Date for such class of
Notes.

Unless otherwise specified in the related Prospectus Supplement, if an
Event of Default should occur and be continuing with respect to the Notes of
any series, the related Indenture Trustee or holders of a majority in
principal amount of such Notes then outstanding may declare the principal of
such Notes to be immediately due and payable. Unless otherwise specified in
the related Prospectus Supplement, such declaration may, under certain
circumstances, be rescinded by the holders of a majority in principal amount
of such Notes then outstanding.

If the Notes of any series are declared due and payable following an
Event of Default with respect thereto, the related Indenture Trustee may
institute proceedings to collect amounts due or foreclose on Trust Property,
exercise remedies as a secured party, sell the related Contracts or elect to
have the applicable Trust maintain possession of such Contracts and continue
to apply collections on such Contracts as if there had been no declaration of
acceleration. Unless otherwise specified in the related Prospectus
Supplement, however, such Indenture Trustee is prohibited from selling such
Contracts following an Event of Default, other than a default in the payment
of any principal of, or a default for five days or more in the payment of any
interest on, any Note of such series, unless (i) the holders of all such
outstanding Notes consent to such sale, (ii) the proceeds of such sale are
sufficient to pay in full the principal of and the accrued interest on such
outstanding Notes at the date of such sale or (iii) such Indenture Trustee
determines that the proceeds of the Contracts would not be sufficient on an
ongoing basis to make all payments on such Notes as such payments would have
become due if such obligations had not been declared due and payable, and
such Indenture Trustee obtains the consent of the holders of a majority of
the aggregate outstanding principal amount of such Notes.

Subject to the provisions of the applicable Indenture relating to the
duties of the related Indenture Trustee, if an Event of Default occurs and is
continuing with respect to a series of Notes, such Indenture Trustee will be
under no obligation to exercise any of the rights or powers under such
Indenture at the request or direction of any of the holders of such Notes if
such Indenture Trustee reasonably believes it will not be adequately
indemnified against the costs, expenses and liabilities which might be
incurred by it in complying with such request. Subject to the provisions for
indemnification and certain limitations contained in the related Indenture,
the holders of a majority in

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<PAGE>

principal amount of the outstanding Notes of a given series will have the
right to direct the time, method and place of conducting any proceeding or
any remedy available to the applicable Indenture Trustee, and the holders of
a majority in principal amount of such Notes then outstanding may, in certain
cases, waive any default with respect thereto, except a default in the
payment of principal or interest or a default in respect of a covenant or
provision of such Indenture that cannot be modified without the waiver or
consent of all the holders of each such outstanding Note.

Unless otherwise specified in the related Prospectus Supplement, no
holder of a Note of any series will have the right to institute any
proceeding with respect to the related Indenture, unless (i) such holder
previously has given to the applicable Indenture Trustee written notice of a
continuing Event of Default, (ii) the holders of not less than 25% in
principal amount of the outstanding Notes of such series have made written
request to such Indenture Trustee to institute such proceeding in its own
name as Indenture Trustee, (iii) such holder or holders have offered such
Indenture Trustee reasonable indemnity, (iv) such Indenture Trustee has for
60 days failed to institute such proceeding and (v) no direction inconsistent
with such written request has been given to such Indenture Trustee during
such 60-day period by the holders of a majority in principal amount of such
outstanding Notes.

In addition, unless otherwise specified in the related Prospectus
Supplement, each Indenture Trustee and the related Noteholders, by accepting
the related Notes, will covenant that they will not at any time institute
against the Trust Depositor or the applicable Trust any bankruptcy,
reorganization or other proceeding under any federal or state bankruptcy or
similar law.

With respect to any Trust, neither the related Indenture Trustee nor the
related Trustee in its individual capacity, nor any holder of a Certificate
representing an ownership interest in such Trust nor any of their respective
owners, beneficiaries, agents, officers, directors, employees, affiliates,
successors or assigns will, in the absence of an express agreement to the
contrary, be personally liable for the payment of the principal of or
interest on the related Notes or for the agreements of such Trust contained
in the applicable Indenture.

CERTAIN COVENANTS. Each Indenture will provide that the related Trust
may not consolidate with or merge into any other entity, unless, among such
other requirements as may be specified in the related Prospectus Supplement,
(i) the entity formed by or surviving such consolidation or merger is
organized under the laws of the United States, any state or the District of
Columbia, (ii) such entity expressly assumes such Trust's obligation to make
due and punctual payments upon the Notes of the related series and to perform
or observe every agreement and covenant of such Trust under the Indenture,
(iii) no Event of Default shall have occurred and be continuing immediately
after such merger or consolidation, (iv) such Trust has been advised that the
rating of the Notes (and, if so provided in such Indenture, the Certificates)
of such series then in effect would not be reduced or withdrawn by the Rating
Agencies as a result of such merger or consolidation and (v) such Trust has
received an opinion of counsel to the effect that such consolidation or
merger would have no material adverse tax consequence to the Trust or to any
related Noteholder or Certificateholder.

No Owner Trust will, among other things, (i) except as expressly
permitted by the applicable Indenture, the applicable Sale and Servicing
Agreement or Pooling and Servicing Agreement or certain related documents
with respect to such Trust (collectively, the "RELATED DOCUMENTS"), sell,
transfer, exchange or otherwise dispose of any of the assets of such Trust,
(ii) claim any credit on or make any deduction from the principal and
interest payable in respect of the Notes of the related series (other than
amounts properly withheld under the Code or applicable state law) or assert
any claim against any present or former holder of such Notes because of the
payment of taxes levied or assessed upon such Trust, (iii) permit the
validity or effectiveness of such Indenture to be impaired or permit any
person to be released from any covenants or obligations with respect to such
Notes under such Indenture except as may be expressly permitted thereby or
(iv) permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance to be created on or extend to or otherwise arise upon or
burden the assets of such Trust or any part thereof, or any interest therein
or the proceeds thereof.

No Trust may engage in any activity other than as described herein or in
the Prospectus Supplement. No Trust will incur, assume or guarantee any
indebtedness other than indebtedness incurred pursuant to the related

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<PAGE>

Notes and the related Indenture, pursuant to any Advances made to it by the
Servicer or otherwise in accordance with the Related Documents.

MODIFICATION OF INDENTURE. Each Owner Trust and the related Indenture
Trustee may, with the consent of the holders of a majority of the outstanding
Notes of the related series, execute a supplemental indenture to add
provisions to, change in any manner or eliminate any provisions of, the
related Indenture, or modify (except as provided below) in any manner the
rights of the related Noteholders.

However, unless otherwise specified in the related Prospectus Supplement
with respect to a series of Notes, without the consent of the holder of each
such outstanding Note affected thereby, no supplemental indenture will: (i)
change the due date of any installment of principal of or interest on any
such Note or reduce the principal amount thereof, the interest rate specified
thereon or the redemption price with respect thereto or change any place of
payment where or the coin or currency in which any such Note or any interest
thereon is payable; (ii) impair the right to institute suit for the
enforcement of certain provisions of the related Indenture regarding payment;
(iii) reduce the percentage of the aggregate amount of the outstanding Notes
of such series, the consent of the holders of which is required for any such
supplemental indenture or the consent of the holders of which is required for
any waiver of compliance with certain provisions of such Indenture or of
certain defaults thereunder and their consequences as provided for in such
Indenture; (iv) modify or alter the provisions of such Indenture regarding
the voting of Notes held by the applicable Trust, any other obligor on such
Notes, the Trust Depositor or an affiliate of any of them; (v) reduce the
percentage of the aggregate outstanding amount of such Notes, the consent of
the holders of which is required to direct the related Indenture Trustee to
sell or liquidate the Contracts if the proceeds of such sale would be
insufficient to pay the principal amount and accrued but unpaid interest on
the outstanding Notes of such series; (vi) decrease the percentage of the
aggregate principal amount of such Notes required to amend the sections of
such Indenture which specify the applicable percentage of the aggregate
principal amount of the Notes of such series necessary to amend such
Indenture or certain other related agreements; or (vii) permit the creation
of any lien ranking prior to or on a parity with the lien of such Indenture
with respect to any of the collateral for such Notes or, except as otherwise
permitted or contemplated in such Indenture, terminate the lien of such
Indenture on any such collateral or deprive the holder of any such Note of
the security afforded by the lien of such Indenture.

Unless otherwise provided in the applicable Prospectus Supplement, an
Owner Trust and the applicable Indenture Trustee may also enter into
supplemental indentures, without obtaining the consent of the Noteholders of
the related series, for the purpose of, among other things, adding any
provisions to or changing in any manner or eliminating any of the provisions
of the related Indenture or of modifying in any manner the rights of such
Noteholders; provided that such action will not materially and adversely
affect the interest of any such Noteholder.

ANNUAL COMPLIANCE STATEMENT. Each Owner Trust that issues Notes will be
required to file annually with the related Indenture Trustee a written
statement as to the fulfillment of its obligations under the Indenture.

INDENTURE TRUSTEE'S ANNUAL REPORT. The Indenture Trustee for each Owner
Trust that issues Notes will be required to mail each year to all related
Noteholders a brief report relating to its eligibility and qualification to
continue as Indenture Trustee under the related Indenture, any amounts
advanced by it under the Indenture, the amount, interest rate and maturity
date of certain indebtedness owing by the related Owner Trust to the
applicable Indenture Trustee in its individual capacity, the property and
funds physically held by such Indenture Trustee as such and any action taken
by it that materially affects the related Notes and that has not been
previously reported.

SATISFACTION AND DISCHARGE OF INDENTURE. An Indenture will be
discharged with respect to the collateral securing the related Notes upon the
delivery to the related Indenture Trustee for cancellation of all such Notes
or, with certain limitations, upon deposit with such Indenture Trustee of
funds sufficient for the payment in full of all such Notes.

<PAGE>

THE INDENTURE TRUSTEE

The Indenture Trustee for a series of Notes will be specified in the
related Prospectus Supplement. The Indenture Trustee for any series may
resign at any time, in which event the related Owner Trust will be obligated
to appoint a successor trustee for such series. An Owner Trust may also
remove any such Indenture Trustee if such Indenture Trustee ceases to be
eligible to continue as such under the related Indenture or if such Indenture
Trustee becomes insolvent. In such circumstances, such Owner Trust will be
obligated to appoint a successor trustee for the applicable series of Notes.
Any resignation or removal of the Indenture Trustee and appointment of a
successor trustee for any series of Notes does not become effective until
acceptance of the appointment by the successor trustee for such series.

DESCRIPTION OF THE CERTIFICATES

GENERAL

With respect to each Trust, one or more classes of Certificates of the
related series will be issued pursuant to the terms of a Trust Agreement or a
Pooling and Servicing Agreement, a form of each of which has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.
The following summary does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, all the provisions of the
Certificates and the Trust Agreement or Pooling and Servicing Agreement, as
applicable.

Unless otherwise specified in the related Prospectus Supplement and
except for the Certificates, if any, of a given series purchased by the Trust
Depositor, each class of Certificates will initially be represented by one or
more Certificates registered in the name of the Depository, except as set
forth below. Unless otherwise specified in the related Prospectus Supplement
and except for the Certificates, if any, of a given series purchased by the
Trust Depositor, the Certificates will be available for purchase in minimum
denominations of $1,000 and integral multiples thereof in book-entry form
only. The Company has been informed by DTC that DTC's nominee will be Cede,
unless another nominee is specified in the related Prospectus Supplement.
Accordingly, such nominee is expected to be the holder of record of the
Certificates of any series that are not purchased by the Trust Depositor.
Unless and until Definitive Certificates (as defined herein) are issued under
the limited circumstances described herein or in the related Prospectus
Supplement, no Certificateholder (other than the Trust Depositor) will be
entitled to receive a physical certificate representing a Certificate. All
references herein and in the related Prospectus Supplement to actions by
Certificateholders refer to actions taken by DTC upon instructions from the
Participants, and all references herein and in the related Prospectus
Supplement to distributions, notices, reports and statements to
Certificateholders refer to distributions, notices, reports and statements to
DTC or its nominee, as the case may be, as the registered holder of the
Certificates, for distribution to Certificateholders in accordance with DTC's
procedures with respect thereto. See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- BOOK-ENTRY REGISTRATION" and " -- DEFINITIVE SECURITIES". Any
Certificates of a given series owned by the Trust Depositor or its affiliates
will be entitled to equal and proportionate benefits under the applicable
Trust Agreement or Pooling and Servicing Agreement, except that such
Certificates will be deemed not to be outstanding for the purpose of
determining whether the requisite percentage of Certificateholders has given
any request, demand, authorization, direction, notice or consent or taken any
other action under the Related Documents (other than the commencement by the
related Trust of a voluntary proceeding in bankruptcy as described under
"DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND POOLING AND SERVICING
AGREEMENTS -- INSOLVENCY EVENT").

DISTRIBUTIONS OF PRINCIPAL AND INTEREST

The timing and priority of distributions, seniority, allocations of
losses, Pass-Through Rate and amount of or method of determining
distributions with respect to principal of and interest on each class of
Certificates of a given series will be described in the related Prospectus
Supplement. Distributions of interest on such Certificates will be made on
the Distribution Dates specified in the related Prospectus Supplement and
will be made prior to distributions with respect to principal of such
Certificates. To the extent provided in the related Prospectus Supplement, a
series may include one or more classes of Strip Certificates entitled to (i)
distributions in respect of principal with disproportionate, nominal or no
interest distributions or (ii) interest distributions with disproportionate,
nominal or no distributions in respect of principal. Each class of
Certificates may have a different

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Pass-Through Rate, which may be a fixed, variable or adjustable Pass-Through
Rate (and which may be zero for certain classes of Strip Certificates) or any
combination of the foregoing. The related Prospectus Supplement will specify
the Pass-Through Rate for each class of Certificates of a given series or the
method for determining such Pass-Through Rate. See also "CERTAIN INFORMATION
REGARDING THE SECURITIES -- FIXED RATE SECURITIES" and "-- FLOATING RATE
SECURITIES". Unless otherwise provided in the related Prospectus Supplement,
distributions in respect of the Certificates of a given series that includes
Notes may be subordinated to payments in respect of the Notes of such series
as more fully described in such Prospectus Supplement. Unless otherwise
provided in the related Prospectus Supplement, distributions in respect of
interest on and principal of any class of Certificates will be made on a pro
rata basis among all the Certificateholders of such class.

In the case of a series of Certificates which includes two or more
classes of Certificates, the timing, sequential order, priority of payment or
amount of distributions in respect of interest and principal, and any
schedule or formula or other provisions applicable to the determination
thereof, of each such class shall be as set forth in the related Prospectus
Supplement. One or more classes of Certificates of a series may be
redeemable in whole or in part under the circumstances specified in the
related Prospectus Supplement, including, if a Pre-Funding Account or
Collateral Reinvestment Account has been established with respect to the
related series, from amounts remaining in the applicable account at the end
of the Funding Period or Revolving Period, as the case may be, or as a result
of the exercise by the Servicer, a subservicer or such other party as may be
specified in such Prospectus Supplement of its option to purchase the related
pool of Contracts. See "DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING AGREEMENTS -- TERMINATION".

CERTAIN INFORMATION REGARDING THE SECURITIES

FIXED RATE SECURITIES

Each class of Securities (other than certain classes of Strip Notes or
Strip Certificates) may bear interest at a fixed rate per annum ("FIXED RATE
SECURITIES") or at a variable or adjustable rate per annum ("FLOATING RATE
SECURITIES"), as more fully described below and in the applicable Prospectus
Supplement. Each class of Fixed Rate Securities will bear interest at the
applicable per annum Interest Rate or Pass-Through Rate, as the case may be,
specified in the applicable Prospectus Supplement. Unless otherwise set
forth in the applicable Prospectus Supplement, interest on each class of
Fixed Rate Securities will be computed on the basis of a 360-day year of
twelve 30-day months. See "DESCRIPTION OF THE NOTES -- PRINCIPAL AND
INTEREST ON THE NOTES" and "DESCRIPTION OF THE CERTIFICATES -- DISTRIBUTIONS
OF PRINCIPAL AND INTEREST".

FLOATING RATE SECURITIES

Each class of Floating Rate Securities will bear interest for each
applicable "INTEREST RESET PERIOD" (as such term is defined in the related
Prospectus Supplement with respect to a class of Floating Rate Securities) at
a rate per annum determined by reference to an interest rate basis (the "BASE
RATE"), plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, in each case as specified in such Prospectus Supplement.
The "SPREAD" is the number of basis points (one basis point equals one
one-hundredth of a percentage point) that may be specified in the applicable
Prospectus Supplement as being applicable to such class, and the "SPREAD
MULTIPLIER" is the percentage that may be specified in the applicable
Prospectus Supplement as being applicable to such class.

The applicable Prospectus Supplement will designate one of the following
Base Rates as applicable to a given Floating Rate Security: (i) LIBOR (a
"LIBOR SECURITY"), (ii) the Commercial Paper Rate (a "COMMERCIAL PAPER RATE
SECURITY"), (iii) the Treasury Rate (a "TREASURY RATE SECURITY"), (iv) the
Federal Funds Rate (a "FEDERAL FUNDS RATE SECURITY"), (v) the CD Rate (a "CD
RATE SECURITY") or (vi) such other Base Rate as is set forth in such
Prospectus Supplement. The "INDEX MATURITY" for any class of Floating Rate
Securities is the period of maturity of the instrument or obligation from
which the Base Rate is calculated. "H.15(519)" means the publication entitled
"STATISTICAL RELEASE H.15(519), SELECTED INTEREST RATES", or any successor
publication, published by the Board of Governors of the Federal Reserve
System. "COMPOSITE QUOTATIONS" means the daily statistical release entitled
"COMPOSITE 3:30 P.M. QUOTATIONS FOR U.S. GOVERNMENT SECURITIES" published by
the Federal Reserve Bank of New

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York. "INTEREST RESET DATE" will be the first day of the applicable Interest
Reset Period, or such other day as may be specified in the related Prospectus
Supplement with respect to a class of Floating Rate Securities.

As specified in the applicable Prospectus Supplement, Floating Rate
Securities of a given class may also have either or both of the following (in
each case expressed as a rate per annum): (i) a maximum limitation, or
ceiling, on the rate at which interest may accrue during any interest period
and (ii) a minimum limitation, or floor, on the rate at which interest may
accrue during any interest period. In addition to any maximum interest rate
that may be applicable to any class of Floating Rate Securities, the interest
rate applicable to any class of Floating Rate Securities will in no event be
higher than the maximum rate permitted by applicable law, as the same may be
modified by United States law of general application.

Each Trust with respect to which a class of Floating Rate Securities
will be issued will appoint, and enter into agreements with, a calculation
agent (each, a "CALCULATION AGENT") to calculate interest rates on each such
class of Floating Rate Securities issued with respect thereto. The
applicable Prospectus Supplement will set forth the identity of the
Calculation Agent for each such class of Floating Rate Securities of a given
series, which may be either the related Trustee or Indenture Trustee with
respect to such series. All determinations of interest by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding on the holders of Floating Rate Securities of a given class.
Unless otherwise specified in the applicable Prospectus Supplement, all
percentages resulting from any calculation of the rate of interest on a
Floating Rate Security will be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a percentage point
rounded upward.

CD RATE SECURITIES. Each CD Rate Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
CD Rate (as defined herein) and the Spread or Spread Multiplier, if any,
specified in such Security and in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, the
"CD RATE" for each Interest Reset Period shall be the rate as of the second
business day prior to the Interest Reset Date for such Interest Reset Period
(a "CD RATE DETERMINATION DATE") for negotiable certificates of deposit
having the Index Maturity designated in the applicable Prospectus Supplement
as published in H.15(519) under the heading "CDS (SECONDARY MARKET)". In the
event that such rate is not published prior to 3:00 p.m., New York City time,
on the Calculation Date (as defined below) pertaining to such CD Rate
Determination Date, then the "CD RATE" for such Interest Reset Period will be
the rate on such CD Rate Determination Date for negotiable certificates of
deposit of the Index Maturity designated in the applicable Prospectus
Supplement as published in Composite Quotations under the heading
"CERTIFICATES OF DEPOSIT". If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the "CD RATE" for such Interest Reset Period will
be calculated by the Calculation Agent for such CD Rate Security and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on such CD Rate Determination Date, of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for such CD Rate Security
for negotiable certificates of deposit of major United States money center
banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity designated in the related Prospectus Supplement in a denomination of
$5,000,000; PROVIDED, HOWEVER, that if the dealers selected as aforesaid by
such Calculation Agent are not quoting offered rates as mentioned in this
sentence, the "CD RATE" for such Interest Reset Period will be the same as
the CD Rate for the immediately preceding Interest Reset Period.

The "CALCULATION DATE" pertaining to any CD Rate Determination Date
shall be the first to occur of (a) the tenth calendar day after such CD Rate
Determination Date or, if such day is not a business day, the next succeeding
business day or (b) the second business day preceding the date any payment is
required to be made for any period following the applicable Interest Reset
Date.

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COMMERCIAL PAPER RATE SECURITIES. Each Commercial Paper Rate Security
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate (as defined herein)
and the Spread or Spread Multiplier, if any, specified in such Security and
in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, the
"COMMERCIAL PAPER RATE" for each Interest Reset Period will be determined by
the Calculation Agent for such Commercial Paper Rate Security as of the
second business day prior to the Interest Reset Date for such Interest Reset
Period (a "COMMERCIAL PAPER RATE DETERMINATION DATE") and shall be the Money
Market Yield (as defined below) on such Commercial Paper Rate Determination
Date of the rate for commercial paper having the Index Maturity specified in
the applicable Prospectus Supplement, as such rate shall be published in
H.15(519) under the heading "COMMERCIAL PAPER". In the event that such rate
is not published prior to 3:00 p.m., New York City time, on the Calculation
Date (as defined below) pertaining to such Commercial Paper Rate
Determination Date, then the "COMMERCIAL PAPER RATE" for such Interest Reset
Period shall be the Money Market Yield on such Commercial Paper Rate
Determination Date of the rate for commercial paper of the specified Index
Maturity as published in Composite Quotations under the heading "COMMERCIAL
PAPER". If by 3:00 p.m., New York City time, on such Calculation Date such
rate is not yet published in either H.15(519) or Composite Quotations, then
the "COMMERCIAL PAPER RATE" for such Interest Reset Period shall be the Money
Market Yield of the arithmetic mean of the offered rates, as of 11:00 a.m.,
New York City time, on such Commercial Paper Rate Determination Date of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for such Commercial Paper Rate Security for commercial
paper of the specified Index Maturity placed for an industrial issuer whose
bonds are rated "AA" or the equivalent by a nationally recognized rating
agency; PROVIDED, HOWEVER, that if the dealers selected as aforesaid by such
Calculation Agent are not quoting offered rates as mentioned in this
sentence, the "COMMERCIAL PAPER RATE" for such Interest Reset Period will be
the same as the Commercial Paper Rate for the immediately preceding Interest
Reset Period.

"MONEY MARKET YIELD" shall be a yield calculated in accordance with the
following formula:

D x 360
Money Market Yield = _____________________________ X 100
360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the specified Index Maturity.

The "CALCULATION DATE" pertaining to any Commercial Paper Rate
Determination Date shall be the first to occur of (a) the tenth calendar day
after such Commercial Paper Rate Determination Date or, if such day is not a
business day, the next succeeding business day or (b) the second business day
preceding the date any payment is required to be made for any period
following the applicable Interest Reset Date.

FEDERAL FUNDS RATE SECURITIES. Each Federal Funds Rate Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate (as defined herein) and the Spread or Spread
Multiplier, if any, specified in such Security and in the applicable Prospectus
Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, the
"FEDERAL FUNDS RATE" for each Interest Reset Period shall be the effective rate
on the Interest Reset Date for such Interest Reset Period (a "FEDERAL FUNDS RATE
DETERMINATION DATE") for Federal Funds as published in H.15(519) under the
heading "FEDERAL FUNDS (EFFECTIVE)". In the event that such rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date (as
defined below) pertaining to such Federal Funds Rate Determination Date, the
"FEDERAL FUNDS RATE" for such Interest Reset Period shall be the rate on such
Federal Funds Rate Determination Date as published in Composite Quotations under
the heading "FEDERAL FUNDS/EFFECTIVE RATE". If by 3:00 p.m., New York City
time, on such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the "FEDERAL FUNDS RATE" for such
Interest Reset Period shall be the rate on such Federal Funds Rate Determination
Date made publicly available by the Federal Reserve Bank of New York which is
equivalent to the rate which appears in H.15(519) under the heading "FEDERAL
FUNDS (EFFECTIVE)"; PROVIDED, HOWEVER, that if such rate is not made publicly
available by the Federal Reserve Bank of New York by 3:00 p.m., New York City
time, on such Calculation Date,

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the "FEDERAL FUNDS RATE" for such Interest Reset Period will be the same as
the Federal Funds Rate in effect for the immediately preceding Interest Reset
Period. In the case of a Federal Funds Rate Security that resets daily, the
interest rate on such Security for the period from and including a Monday to
but excluding the succeeding Monday will be reset by the Calculation Agent
for such Security on such second Monday (or, if not a business day, on the
next succeeding business day) to a rate equal to the average of the Federal
Funds Rates in effect with respect to each such day in such week.

The "CALCULATION DATE" pertaining to any Federal Funds Rate
Determination Date shall be the next succeeding business day.

LIBOR SECURITIES. Each LIBOR Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to LIBOR
(as defined herein) and the Spread or Spread Multiplier, if any, specified in
such Security and in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, with
respect to LIBOR indexed to the offered rates for U.S. dollar deposits,
"LIBOR" for each Interest Reset Period will be established by the Calculation
Agent for any LIBOR Security and will equal the offered rate for United
States dollar deposits for one month that appears on Telerate Page 3750 as of
11:00 a.m., London time, on the second LIBOR Business Day (as defined herein)
prior to the Interest Reset Date for such Interest Reset Period (the "LIBOR
DETERMINATION DATE"). "TELERATE PAGE 3750" means the display page so
designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service or such other service as may be nominated
by the information vendor for the purpose of displaying London interbank
offered rates of major banks). If such rate appears on Telerate Page 3750 on
a LIBOR Determination Date, LIBOR for the related Interest Reset Period will
be such rate. If on any LIBOR Determination Date such offered rate does not
appear on Telerate Page 3750, the Calculation Agent will request each of the
reference banks (which will be major banks that are engaged in transactions
in the London interbank market selected by the Calculation Agent) to provide
the Calculation Agent with its offered quotation for United States dollar
deposits for one month to prime banks in the London interbank market as of
11:00 a.m., London time, on such date. If at least two reference banks
provide the Calculation Agent with such offered quotations, LIBOR with
respect to such date will be the arithmetic mean (rounded upwards, if
necessary, to the nearest one-sixteenth of one percent) of all such
quotations. If on such date fewer than two of the reference banks provide
the Calculation Agent with such offered quotations, LIBOR with respect to
such date will be the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one percent) of the offered per annum rates that one
or more leading banks in The City of New York selected by the Calculation
Agent are quoting as of 11:00 a.m., New York City time, on such date to
leading European banks for United States dollar deposits for one month;
PROVIDED, HOWEVER, that if such banks are not quoting as described above,
LIBOR with respect to such date will be LIBOR applicable to the immediately
preceding Interest Reset Period. "LIBOR BUSINESS DAY" as used herein means a
day that is both a business day and a day on which banking institutions in
the City of London, England are not required or authorized by law to be
closed.

TREASURY RATE SECURITIES. Each Treasury Rate Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Treasury Rate (as defined herein) and the Spread or Spread
Multiplier, if any, specified in such Security and in the applicable
Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, the
"TREASURY RATE" for each Interest Period will be the rate for the auction
held on the Treasury Rate Determination Date (as defined below) for such
Interest Reset Period of direct obligations of the United States ("TREASURY
BILLS") having the Index Maturity specified in the applicable Prospectus
Supplement, as such rate shall be published in H.15(519) under the heading
"U.S. GOVERNMENT SECURITIES -- TREASURY BILLS -- AUCTION AVERAGE
(INVESTMENT)" or, in the event that such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date (as defined below)
pertaining to such Treasury Rate Determination Date (as defined herein), the
auction average rate (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) on such
Treasury Rate Determination Date as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury bills having the specified Index Maturity are not published or
reported as provided

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<PAGE>

above by 3:00 p.m., New York City time, on such Calculation Date, or if no
such auction is held on such Treasury Rate Determination Date, then the
"TREASURY RATE" for such Interest Reset Period shall be calculated by the
Calculation Agent for such Treasury Rate Security and shall be the yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 p.m., New York City
time, on such Treasury Rate Determination Date, of three leading primary
United States government securities dealers selected by such Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to
the specified Index Maturity; PROVIDED, HOWEVER, that if the dealers
selected as aforesaid by such Calculation Agent are not quoting bid rates as
mentioned in this sentence, then the "TREASURY RATE" for such Interest Reset
Period will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period.

The "TREASURY RATE DETERMINATION DATE" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such
Interest Reset Period falls on which Treasury bills would normally be
auctioned. Treasury bills are normally sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held
on the preceding Friday. If, as the result of a legal holiday, an auction is
so held on the preceding Friday, such Friday will be the Treasury Rate
Determination Date pertaining to the Interest Reset Period commencing in the
next succeeding week. If an auction date shall fall on any day that would
otherwise be an Interest Reset Date for a Treasury Rate Security, then such
Interest Reset Date shall instead be the business day immediately following
such auction date.

Unless otherwise specified in the applicable Prospectus Supplement, the
"CALCULATION DATE" pertaining to any Treasury Rate Determination Date shall
be the first to occur of (a) the tenth calendar day after such Treasury Rate
Determination Date or, if such a day is not a business day, the next
succeeding business day or (b) the second business day preceding the date any
payment is required to be made for any period following the applicable
Interest Reset Date.

BOOK-ENTRY REGISTRATION

Unless otherwise specified in the related Prospectus Supplement, DTC
will act as securities depository for each class of Securities offered
hereby. Each class of Securities initially will be represented by one or
more certificates registered in the name of Cede, the nominee of DTC. As
such, it is anticipated that the only "NOTEHOLDER" and/or "CERTIFICATEHOLDER"
with respect to a series of Securities will be Cede, as nominee of DTC.
Beneficial owners of the Securities ("SECURITY OWNERS") will not be
recognized by the related Indenture Trustee as "NOTEHOLDERS", as such term is
used in each Indenture, or by the related Trustee as "CERTIFICATEHOLDERS", as
such term is used in each Trust Agreement and Pooling and Servicing
Agreement, and Security Owners will be permitted to exercise the rights of
Noteholders or Certificateholders only indirectly through DTC and its
Participants.

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a "BANKING ORGANIZATION" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "CLEARING
CORPORATION" within the meaning of the Uniform Commercial Code as in effect
in the State of New York, and a "CLEARING AGENCY" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for the Participants and to facilitate the clearance and
settlement of securities transactions between Participants through electronic
book-entries, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations. Indirect access to the DTC system
also is available to banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly ("INDIRECT PARTICIPANTS").

Unless otherwise specified in the related Prospectus Supplement, Security
Owners that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or an interest in, the
Securities may do so only through Participants and Indirect Participants. In
addition, all Security Owners will receive all distributions of principal and
interest from the related Indenture Trustee or the related Trustee, as
applicable (the "APPLICABLE TRUSTEE"), through Participants. Under a book-entry
format, Security Owners may experience some delay in their receipt of payments,
since such payments will be forwarded by the Applicable

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<PAGE>

Trustee to DTC's nominee. DTC will then forward such payments to the
Participants, which thereafter will forward them to Indirect Participants or
Security Owners.

Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "RULES"), DTC is required to make book-entry
transfers among Participants on whose behalf it acts with respect to the
Securities and to receive and transmit distributions of principal of and
interest on the Securities. Participants and Indirect Participants with
which Security Owners have accounts with respect to the Securities similarly
are required to make book-entry transfers and to receive and transmit such
payments on behalf of their respective Security Owners. Accordingly,
although Security Owners will not possess physical certificates representing
the Securities, the Rules provide a mechanism by which Participants and
Indirect Participants will receive payments and transfer interests, directly
or indirectly, on behalf of Security Owners.

Because DTC can act only on behalf of Participants, which in turn act on
behalf of Indirect Participants and certain banks, the ability of a Security
Owner to pledge Securities to persons or entities that do not participate in
the DTC system, or otherwise take actions with respect to such Securities,
may be limited due to the lack of a physical certificate representing such
Securities.

DTC has advised the Company that it will take any action permitted to be
taken by a Security Owner under the Indenture, Trust Agreement or Pooling and
Servicing Agreement, as applicable, only at the direction of one or more
Participants to whose account with DTC the Securities are credited. DTC may
take conflicting actions with respect to other undivided interests to the
extent that such actions are taken on behalf of Participants whose holdings
include such undivided interests.

Except as required by law, none of the Trust Depositor, the Servicer,
the related Administrator or the Applicable Trustee will have any liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of Securities of any series held by DTC's
nominee, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

DEFINITIVE SECURITIES

Unless otherwise specified in the related Prospectus Supplement, the
Notes, if any, and the Certificates of a given series will be issued in fully
registered, certificated form ("DEFINITIVE NOTES" and "DEFINITIVE
CERTIFICATES", respectively, and collectively referred to herein as
"DEFINITIVE SECURITIES") to Noteholders or Certificateholders or their
respective nominees, rather than to DTC or its nominee, only if (i) the
related Administrator of an Owner Trust or Trustee of a Grantor Trust or
Master Trust, as applicable, determines that DTC is no longer willing or able
to discharge properly its responsibilities as depository with respect to such
Securities and such Administrator or Trustee is unable to locate a qualified
successor (and if it is an Administrator that has made such determination,
such Administrator so notifies the Applicable Trustee in writing), (ii) the
Administrator or Trustee, as applicable, at its option, elects to terminate
the book-entry system through DTC or (iii) after the occurrence of an Event
of Default or a Servicer Default with respect to such Securities, Security
Owners representing at least a majority of the outstanding principal amount
of the Notes or the Certificates, as the case may be, of such series advise
the Applicable Trustee through DTC in writing that the continuation of a
book-entry system through DTC (or a successor thereto) with respect to such
Notes or Certificates is no longer in the best interest of the related
Security Owners.

Upon the occurrence of any event described in the immediately preceding
paragraph, DTC or the Applicable Trustee will be required to notify all
applicable Security Owners of a given series through Participants of the
availability of Definitive Securities. Upon surrender by DTC of the
definitive certificates representing the corresponding Securities and receipt
of instructions for re-registration, the Applicable Trustee will reissue such
Securities as Definitive Securities to such Security Owners.

Distributions of principal of, and interest on, such Definitive Securities
will thereafter be made by the Applicable Trustee in accordance with the
procedures set forth in the related Indenture or the related Trust

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<PAGE>

Agreement or Pooling and Servicing Agreement, as applicable, directly to
holders of Definitive Securities in whose names the Definitive Securities
were registered at the close of business on the applicable Record Date
specified for such Securities in the related Prospectus Supplement. Such
distributions will be made by check mailed to the address of such holder as
it appears on the register maintained by the Applicable Trustee. The final
payment on any such Definitive Security, however, will be made only upon
presentation and surrender of such Definitive Security at the office or
agency specified in the notice of final distribution to the applicable
Securityholders.

Definitive Securities will be transferable and exchangeable at the
offices of the Applicable Trustee or of a registrar named in a notice
delivered to holders of Definitive Securities. No service charge will be
imposed for any registration of transfer or exchange, but the Applicable
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.

REPORTS TO SECURITYHOLDERS

With respect to each series of Securities that includes Notes, on or
prior to each Distribution Date, the Servicer will prepare and provide to the
related Indenture Trustee a statement to be delivered to the related
Noteholders on such Distribution Date, and on or prior to each Distribution
Date, the Servicer will prepare and provide to the related Trustee a
statement to be delivered to the related Certificateholders. With respect to
each series of Securities, each such statement to be delivered to Noteholders
will include (to the extent applicable) the following information (and any
other information so specified in the related Prospectus Supplement) as to
the Notes of such series with respect to such Distribution Date or the period
since the previous Distribution Date, as applicable, and each such statement
to be delivered to Certificateholders will include (to the extent applicable)
the following information (and any other information so specified in such
Prospectus Supplement) as to the Certificates of such series with respect to
such Distribution Date or the period since the previous Distribution Date, as
applicable:

(i) the amount of the distribution allocable to principal of each
class of such Notes and to the Certificate Balance of each class of such
Certificates;

(ii) the amount of the distribution allocable to interest on or
with respect to each class of Securities of such series;

(iii) the Pool Balance as of the close of business on the last day
of the preceding Collection Period;

(iv) the aggregate outstanding principal balance and the Note Pool
Factor for each class of such Notes, and the Certificate Balance and the
Certificate Pool Factor for each class of such Certificates, each as of
the related record date;

(v) the amount of the Servicing Fee paid to the Servicer with
respect to the related Collection Period or Collection Periods, as the
case may be;

(vi) the Interest Rate or Pass-Through Rate for the next period for
any class of Notes or Certificates of such series with variable or
adjustable rates;

(vii) the amount of the aggregate realized losses, if any, for the
related Collection Period;

(viii) the Noteholders' Interest Carryover Shortfall, the
Noteholders' Principal Carryover Shortfall, the Certificateholders'
Interest Carryover Shortfall and the Certificateholders' Principal
Carryover Shortfall (each such term, if applicable, as defined in the
related Prospectus Supplement), if any, in each case as applicable to
each class of Securities, and the change in such amounts from the
preceding statement;

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<PAGE>

(ix) the aggregate Purchase Amounts for Contracts, if any, that
were repurchased in the related Collection Period;

(x) the balance of the Reserve Fund (if any) on such date, after
giving effect to changes therein on such date;

(xi) for each such date during the Funding Period (if any), the
remaining Pre-Funded Amount;

(xii) for the first such date that is on or immediately following
the end of the Funding Period (if any), the amount of any remaining
Pre-Funded Amount that has not been used to fund the purchase of
Subsequent Contracts and is being passed through as payments of
principal on the Securities of such series;

(xiii) for each such date during the Revolving Period (if any), the
remaining amount in the Collateral Reinvestment Account; and

(xiv) for the first such date that is on or immediately following
the end of the Revolving Period (if any), the amount remaining in the
Collateral Reinvestment Account that has not been used to fund the
purchase of Subsequent Contracts and is being passed through as payments
of principal on the Securities of such series.

Each amount set forth pursuant to subclauses (i), (ii), (v) and (viii)
with respect to the Notes or the Certificates of any series will be expressed
as a dollar amount per $1,000 of the initial principal balance of such Notes
or the initial Certificate Balance of such Certificates, as applicable.

Within the prescribed period of time for tax reporting purposes after
the end of each calendar year during the term of each Trust, the Applicable
Trustee will mail to each person who at any time during such calendar year
has been a registered Securityholder with respect to such Trust and received
any payment thereon a statement containing certain information for the
purposes of such Securityholder's preparation of federal income tax returns.
See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES".

LIST OF SECURITYHOLDERS

Unless otherwise specified in the related Prospectus Supplement with
respect to the Notes of any series, three or more holders of the Notes of
such series or one or more holders of such Notes evidencing not less than 25%
of the aggregate outstanding principal balance of such Notes may, by written
request to the related Indenture Trustee, obtain access to the list of all
Noteholders maintained by such Indenture Trustee for the purpose of
communicating with other Noteholders with respect to their rights under the
related Indenture or under such Notes. Such Indenture Trustee may elect not
to afford the requesting Noteholders access to the list of Noteholders if it
agrees to mail the desired communication or proxy, on behalf of and at the
expense of the requesting Noteholders, to all Noteholders of such series.

Unless otherwise specified in the related Prospectus Supplement with
respect to the Certificates of any series, three or more holders of the
Certificates of such series or one or more holders of such Certificates
evidencing not less than 25% of the Certificate Balance of such Certificates
may, by written request to the related Trustee, obtain access to the list of
all Certificateholders maintained by such Trustee for the purpose of
communicating with other Certificateholders with respect to their rights
under the related Trust Agreement or Pooling and Servicing Agreement or under
such Certificates.

DESCRIPTION OF THE TRANSFER AND SALE AGREEMENTS

On the Closing Date specified with respect to any given Trust in the
related Prospectus Supplement, the Company as Seller will transfer and assign to
the applicable Trust, pursuant to a Transfer and Sale Agreement, its

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<PAGE>

entire interest in the Initial Contracts, including its security interests
in the related Motorcycles. Each such Contract will be identified in a
schedule appearing as an exhibit to such Transfer and Sale Agreement (a
"SCHEDULE OF CONTRACTS"). The Seller will make certain representations and
warranties in the Transfer and Sale Agreement with respect to each Contract,
including that (references to the Closing Date below being deemed, in respect
of Subsequent Contracts, to refer to the related Subsequent Transfer Date):
(a) as of the related Cutoff Date the most recent scheduled payment was made
or was not delinquent more than 30 days and, to the best of the Seller's
knowledge, all payments on the Contract were made by the Obligor of the
Contract; (b) as of the Closing Date no provision of a Contract has been
waived, altered or modified in any respect, except by instruments or
documents relating to the Contract and contained in the files maintained in
connection therewith; (c) each Contract is a genuine, legal, valid and
binding obligation of the Obligor and is enforceable in accordance with its
terms (except as may be limited by laws affecting creditors' rights
generally); (d) as of the Closing Date no Contract is subject to any right of
rescission, set-off, counterclaim or defense; (e) as of the Closing Date each
Motorcycle securing a Contract is covered by certain insurance policies
described under "-- INDIVIDUAL MOTORCYCLE INSURANCE" below; (f) each
Contract was originated by a Dealer in the ordinary course of such Dealer's
business which Dealer had all necessary licenses and permits to originate the
Contracts in the state where such Dealer was located, was fully and properly
executed by the parties thereto and was sold by such Dealer to the Seller
without any fraud or misrepresentation on the part of such Dealer; (g) no
Contract was originated in or is subject to the laws of any jurisdiction
whose laws would make the transfer, sale and assignment of the Contract
unlawful, void or voidable; (h) each Contract and each sale of the related
Motorcycle complies with all requirements of any applicable federal, state or
local law and regulations thereunder, including, without limitation, usury,
truth in lending, motor vehicle installment loan and equal credit opportunity
laws, with such compliance not being affected by the Trust Depositor's
conveyance and assignment of the Contracts to the Trust, or the Trust's
pledge of the Contracts to the Indenture Trustee, as applicable, and the
Seller will maintain in its possession, available for inspection by or
delivery to the Trust Depositor and the Applicable Trustee, evidence of
compliance with all such requirements; (i) as of the Closing Date no Contract
has been satisfied, subordinated in whole or in part or rescinded and the
Motorcycle securing the Contract has not been released from the lien of the
Contract in whole or in part; (j) each Contract creates a valid, subsisting
and enforceable first priority security interest in favor of the Seller in
the Motorcycle covered thereby; such security interest has been conveyed and
assigned by the Seller to the Trust Depositor and by the Trust Depositor to
the Trust and, if applicable, pledged by the Trust to the Indenture Trustee;
the Seller's lien is recorded on the original certificate of title,
certificate of lien or other notification (the "LIEN CERTIFICATE") issued by
the body responsible for the registration of, and the issuance of
certificates of title relating to, motor vehicles and liens thereon (the
"REGISTRAR OF TITLES") of the applicable state to a secured party which
indicates the lien of the secured party on the Motorcycle; and the original
certificate of title for each Motorcycle shows, or if a new or replacement
Lien Certificate is being applied for with respect to such Motorcycle the
Lien Certificate will be received within 180 days of the Closing Date and
will show, the Seller as original secured party under each Contract and as
the holder of a first priority security interest in such Motorcycle (and with
respect to each Contract for which the Lien Certificate has not yet been
returned from the Registrar of Titles, the Seller has received written
evidence from the related dealer that such Lien Certificate showing the
Seller as lienholder has been applied for) and the Seller's security interest
has been validly assigned by the Seller to the Trust Depositor and by the
Trust Depositor to the Trust and (if applicable) pledged by the Trust to the
Indenture Trustee, in order that immediately after the sale, each Contract
will be secured by an enforceable and perfected first priority security
interest in the Motorcycle in favor of the Applicable Trustee as secured
party, which security interest is prior to all other liens upon and security
interests in such Motorcycle which now exist or may hereafter arise or be
created (except, as to priority, for any lien for taxes, labor, materials or
any state law enforcement agency affecting a Motorcycle which may arise after
such sale); (k) all parties to each Contract had capacity to execute such
Contract; (l) no Contract has been sold, conveyed and assigned or pledged to
any other person other than the Trust Depositor, as transferee of the Seller,
the Trust as transferee of the Trust Depositor or the Indenture Trustee as
pledgee of the Trust, and prior to the transfer of the Contract to the Trust
Depositor the Seller has good and marketable title to each Contract free and
clear of any encumbrance, equity, loan, pledge, charge, claim or security
interest, and as of the Closing Date the Applicable Trustee will have a first
priority perfected security interest therein; (m) as of the related Cutoff
Date there was no default, breach, violation or event permitting acceleration
under any Contract (except for payment delinquencies permitted by clause (a)
above), no event which with notice and the expiration of any grace or cure
period would constitute a default, breach, violation or event permitting
acceleration under such Contract, and the Seller has not waived any of the
foregoing;

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(n) as of the Closing Date there are, to the best of the Seller's knowledge,
no liens or claims which have been filed for work, labor or materials
affecting a motorcycle securing a Contract, which are or may be liens prior
or equal to the lien of the Contract; (o) each Contract has a fixed rate of
interest and provides for monthly payments of principal and interest which,
if timely made, would fully amortize the loan on a simple interest basis over
its term; (p) each Contract contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for
realization against the collateral of the benefits of the security; (q) the
description of each Contract set forth in the list delivered to the
Applicable Trustee, is true and correct, and (r) there is only one original
of each Contract. The Seller will also make certain representations and
warranties with respect to the Contracts in the aggregate, including that (i)
the aggregate principal amount payable by the Obligors as of the Initial
Cutoff Date (plus the Pre-Funded Amount as of the Closing Date) equals the
sum of the initial principal amount of the Notes and the Initial Certificate
Principal Balance, and each Initial Contract has a minimum contractual rate
of interest, (ii) all Motorcycles securing the Contracts are Harley-Davidson
or Buell Motorcycles or Motorcycles of Other Manufacturers, (iii) a minimum
percentage of the aggregate principal balance of the Initial Contracts is
attributable to loans to purchase new Motorcycles and a maximum percentage of
the aggregate Principal Balance of the Initial Contracts is attributable to
loans to purchase used Motorcycles, (iv) no Initial Contract has a remaining
maturity of more than 84 months, and (v) no adverse selection procedures were
or will be employed in selecting the Contracts from the Seller's portfolio.

Under the Transfer and Sale Agreements, the Seller will agree that in
the event of a breach of any such representations and warranties made by the
Seller that materially and adversely affects the Applicable Trustees'
interest in any Contract the Seller will repurchase such Contract within 90
days at a price equal to the outstanding principal balance on such Contract,
plus accrued interest thereon, unless such breach is cured. Under either the
Sale and Servicing Agreements or the Pooling and Servicing Agreements, as
applicable, the Trust Depositor will assign all of its right, title and
interest in such representations and warranties (including the Seller's
repurchase obligations) to the Trustee. Under the Indenture, if any, the
Trust will pledge its right, title and interest in such representations and
warranties to the Indenture Trustee. The Seller is selling the Contracts
without recourse and, accordingly, will have no obligation with respect to
the Contracts other than pursuant to such representations, warranties and
repurchase obligations. The repurchase obligations of the Seller described
above will constitute the sole remedy against the Seller by the Trust and the
Securityholders for a breach of any such representations and warranties made
by the Seller.

DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING AGREEMENTS

The following summary describes certain terms of (i) each Sale and
Servicing Agreement or Pooling and Servicing Agreement pursuant to which a
Trust will purchase Contracts and other Trust Property from the Trust
Depositor and the Servicer will agree to service such Contracts, (ii) each
Trust Agreement or Pooling and Servicing Agreement, as applicable, pursuant
to which a Trust will be created and Certificates will be issued and (iii)
each Administration Agreement pursuant to which the Company will undertake
certain administrative duties with respect to an Owner Trust that issues
Notes (collectively, the "SALE AND SERVICING AGREEMENTS AND POOLING AND
SERVICING AGREEMENTS"). Forms of the Sale and Servicing Agreements and
Pooling and Servicing Agreements have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part. This summary
does not purport to be complete and is subject to, and qualified in its
entirety by reference to, all the provisions of the Sale and Servicing
Agreements and Pooling and Servicing Agreements.

SALE AND ASSIGNMENT OF CONTRACTS

The applicable Trustee will, concurrently with such transfer and
assignment, execute and deliver the related Notes and/or Certificates.
Unless otherwise provided in the related Prospectus Supplement, the net
proceeds received from the sale of the Certificates and the Notes of a given
series will be applied to the purchase of the

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related Contracts and other Trust Property from the Trust Depositor and, to
the extent specified in such Prospectus Supplement, to the deposit of the
Pre-Funded Amount into the Pre-Funding Account and the initial deposit into
the Collateral Reinvestment Account. The related Prospectus Supplement for a
given Trust will specify whether, and the terms, conditions and manner under
which, Subsequent Contracts will be sold by the Trust Depositor to the
applicable Trust from time to time during any Funding Period or Revolving
Period on each Subsequent Transfer Date as specified in the related
Prospectus Supplement.

In each Sale and Servicing Agreement or Pooling and Servicing Agreement,
the Trust Depositor will represent and warrant to the applicable Trust, among
other things, that: (i) the information provided in the related Schedule of
Contracts is correct in all material respects as of the applicable Cutoff
Date; (ii) the Obligor on each related Contract is required to maintain
physical damage insurance covering the Motorcycle in accordance with the
Trust Depositor's normal requirements; (iii) as of the applicable Closing
Date or the applicable Subsequent Transfer Date, if any, to the best of its
knowledge, the related Contracts are free and clear of all security
interests, liens, charges and encumbrances and no offsets, defenses or
counterclaims have been asserted or threatened; (iv) as of the Closing Date
or the applicable Subsequent Transfer Date, if any, each of such Contracts is
or will be secured by a first priority perfected security interest in favor
of the Trust Depositor in the Motorcycle; and (v) each related Contract, at
the time it was originated, complied and, as of the Closing Date or the
applicable Subsequent Transfer Date, if any, complies in all material
respects with applicable federal and state laws, including, without
limitation, consumer credit, truth in lending, equal credit opportunity and
disclosure laws; and the Trust Depositor will make any other representations
and warranties that may be set forth in the related Prospectus Supplement.

Unless otherwise provided in the related Prospectus Supplement, as of
the last day of the second (or, if the Trust Depositor elects, the first)
month following the discovery by or notice to the Trust Depositor of a breach
of any representation or warranty of the Trust Depositor that materially and
adversely affects the interests of the related Trust in any Contract, the
Trust Depositor, unless the breach is cured, will repurchase such Contract
from such Trust at a price equal to the unpaid principal balance owed by the
Obligor thereof plus interest thereon to the last day of the month of
repurchase (the "PURCHASE AMOUNT"). The repurchase obligation constitutes
the sole remedy available to the Certificateholders or the Trustee and any
Noteholders or Indenture Trustee in respect of such Trust for any such
uncured breach.

Pursuant to each Sale and Servicing Agreement or Pooling and Servicing
Agreement, to assure uniform quality in servicing the Contracts and to reduce
administrative costs, the Trust Depositor and each Trust will designate the
Servicer as custodian to maintain possession, as such Trust's agent, of the
related motor vehicle retail installment sale contracts and installment loans
and any other documents relating to the Contracts. The Trust Depositor's and
the Servicer's accounting records and computer systems will reflect the sale
and assignment of the related Contracts to the applicable Trust, and UCC
financing statements reflecting such sale and assignment will be filed.

ACCOUNTS

With respect to Owner Trusts that issue Notes, the Servicer will establish
and maintain with the related Indenture Trustee one or more accounts, in the
name of the Indenture Trustee on behalf of the related Noteholders and
Certificateholders, into which all payments made on or with respect to the
related Contracts will be deposited (the "COLLECTION ACCOUNT"). The Servicer
will establish and maintain with such Indenture Trustee an account, in the name
of such Indenture Trustee on behalf of such Noteholders, into which amounts
released from the Collection Account and any Pre-Funding Account, Collateral
Reinvestment Account, Reserve Fund or other credit enhancement for payment to
such Noteholders will be deposited and from which all distributions to such
Noteholders will be made (the "NOTE DISTRIBUTION ACCOUNT"). With respect to
each Owner Trust, Grantor Trust or Master Trust, the Servicer will establish and
maintain with the related Trustee an account, in the name of such Trustee on
behalf of the Certificateholders of such Trust, into which amounts released from
the Collection Account and any Pre-Funding Account, any Collateral Reinvestment
Account, Reserve Fund or other credit or cash flow enhancement for distribution
to such Certificateholders will be deposited and from which all distributions to
such Certificateholders will be made (the "CERTIFICATE DISTRIBUTION ACCOUNT").
With respect to each Grantor Trust or Master Trust, and each Owner Trust that
does not issue Notes, the Servicer will also establish and maintain the

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Collection Account and any other Trust Account (as defined herein) in the
name of the related Trustee on behalf of the related Certificateholders.

If so provided in the related Prospectus Supplement, the Servicer will
establish and maintain a Pre-Funding Account, in the name of the related
Trustee on behalf of the related Securityholders, into which the Trust
Depositor will deposit the Pre-Funded Amount on the related Closing Date.
The Pre-Funded Amount will not exceed 40% of the initial aggregate principal
amount of the Notes and Certificates of the related series. In addition, if
so provided in the related Prospectus Supplement, the Servicer will establish
and maintain a Collateral Reinvestment Account, in the name of the related
Trustee on behalf of the related Securityholders, into which the Trust
Depositor will deposit the amount, if any, specified in such Prospectus
Supplement. During the Revolving Period, principal will not be distributed
on the Securities of the related series, and principal collections, together
with (if and to the extent described in the related Prospectus Supplement)
interest collections on the Contracts that are in excess of amounts required
to be distributed therefrom, will be deposited from time to time in the
Collateral Reinvestment Account. The Pre-Funded Amount and the amounts on
deposit in the Collateral Reinvestment Account will be used by the related
Trustee to purchase Subsequent Contracts from the Trust Depositor from time
to time during the Funding Period and Revolving Period, respectively. The
amounts on deposit in the Pre-Funding Account during the Funding Period and
the amount on deposit in the Collateral Reinvestment Account will be invested
by the Trustee in Eligible Investments. Any Investment Income received on
the Eligible Investments during a Collection Period will be included in the
interest distribution amount on the following Distribution Date. The Funding
Period or Revolving Period, if any, for a Trust will begin on the related
Closing Date and will end on the date specified in the related Prospectus
Supplement, which, in the case of the Funding Period, in no event will be
later than the date that is one year after such Closing Date. Any amounts
remaining in the Pre-Funding Account at the end of the Funding Period or in
the Collateral Reinvestment Account at the end of the Revolving Period will
be distributed to the related Securityholders in the manner and priority
specified in the related Prospectus Supplement, as a prepayment of principal
of the related Securities.

Any other accounts to be established with respect to a Trust, including
any Reserve Fund, will be described in the related Prospectus Supplement.

For any series of Securities, funds in the Collection Account, the Note
Distribution Account, if any, any Pre-Funding Account, any Collateral
Reinvestment Account, any Reserve Fund and other accounts identified as such
in the related Prospectus Supplement (collectively, the "TRUST ACCOUNTS")
will be invested as provided in the related Sale and Servicing Agreement or
Pooling and Servicing Agreement in Eligible Investments. "ELIGIBLE
INVESTMENTS" are generally limited to investments acceptable to the Rating
Agencies rating such Securities as being consistent with the rating of such
Securities. Except as described below or in the related Prospectus
Supplement, Eligible Investments are limited to obligations or securities
that mature on or before the date of the next distribution for such series.
However, to the extent permitted by the Rating Agencies, funds in any Reserve
Fund may be invested in securities that will not mature prior to the date of
the next distribution with respect to such Certificates or Notes and will not
be sold to meet any shortfalls. Thus, the amount of cash in any Reserve Fund
at any time may be less than the balance of the Reserve Fund. If the amount
required to be withdrawn from any Reserve Fund to cover shortfalls in
collections on the related Contracts (as provided in the related Prospectus
Supplement) exceeds the amount of cash in the Reserve Fund, a temporary
shortfall in the amounts distributed to the related Noteholders or
Certificateholders could result, which could, in turn, increase the average
life of the Notes or the Certificates of such series. Except as otherwise
specified in the related Prospectus Supplement, investment earnings on funds
deposited in the Trust Accounts, net of losses and investment expenses
(collectively, "INVESTMENT EARNINGS"), shall be deposited in the applicable
Collection Account on each Distribution Date and shall be treated as
collections of interest on the related Contracts.

The Trust Accounts will be maintained as Eligible Deposit Accounts.
"ELIGIBLE DEPOSIT ACCOUNT" means either (a) a segregated account with an
Eligible Institution (as defined herein) or (b) a segregated trust account with
the corporate trust department of a depository institution organized under the
laws of the United States of America or any one of the states thereof or the
District of Columbia (or any domestic branch of a foreign bank), having
corporate trust powers and acting as trustee for funds deposited in such
account, so long as any of the securities of

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such depository institution have a credit rating from each Rating Agency in
one of its generic rating categories which signifies investment grade.
"ELIGIBLE INSTITUTION" means, with respect to a Trust, (a) the corporate
trust department of the related Indenture Trustee or the related Trustee, as
applicable, or (b) a depository institution organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), (i) which has either (A)
a long-term unsecured debt rating acceptable to the Rating Agencies or (B) a
short-term unsecured debt rating or certificate of deposit rating acceptable
to the Rating Agencies and (ii) whose deposits are insured up to applicable
limits by the Federal Deposit Insurance Corporation.

SERVICING PROCEDURES

The Servicer will make reasonable efforts to collect all payments due
with respect to the Contracts held by any Trust and will, consistent with the
related Sale and Servicing Agreement or Pooling and Servicing Agreement,
follow such collection procedures as it follows with respect to comparable
motor vehicle retail installment sale contracts and installment loans it
services for itself or others. Consistent with its normal procedures, the
Servicer may, in its discretion, arrange with the Obligor on a Contract to
extend or modify the payment schedule, but no such arrangement will, for
purposes of any Sale and Servicing Agreement or Pooling and Servicing
Agreement, modify the original due dates or the amount of the scheduled
payments or extend the final payment date of any Contract beyond the last day
of the Collection Period relating to the Final Scheduled Maturity Date (as
such term is defined with respect to any pool of Contracts in the related
Prospectus Supplement). Some of such arrangements may result in the Servicer
purchasing the Contract for the Purchase Amount, while others may result in
the Servicer making Advances. The Servicer may sell the Motorcycle securing
the respective Contract at public or private sale, or take any other action
permitted by applicable law. See "CERTAIN LEGAL ASPECTS OF THE CONTRACTS".

If so specified in the related Prospectus Supplement, a "BACKUP
SERVICER" may be appointed and assigned certain oversight servicing
responsibilities with respect to the Contracts. The identity of any backup
servicer, as well as a description of its responsibilities, of any fees
payable to such backup servicer and the source of payment of such fees, will
be included in the related Prospectus Supplement.

COLLECTIONS

With respect to each Trust, the Servicer will deposit all payments on
the related Contracts (from whatever source) and all proceeds of such
Contracts collected during each collection period specified in the related
Prospectus Supplement (each, a "COLLECTION PERIOD") into the related
Collection Account within two business days after receipt thereof.

ADVANCES

The Servicer is obligated to advance each month an amount equal to
accrued and unpaid interest on the Contracts which was delinquent with
respect to the related Due Period, but only to the extent that the Servicer
believes that the amount of such Advance will be recoverable from collections
on the Contracts. The Servicer will deposit any Advances in the Collection
Account no later than the Determination Date. The Servicer will be entitled
to recoup Advances on a Contract by means of a first priority withdrawal from
Available Monies or Funds (as defined in the related Prospectus Supplement)
on any Distribution Date.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

Unless otherwise specified in the Prospectus Supplement with respect to any
Trust, the Servicer will be entitled to receive a servicing fee for each
Collection Period in an amount equal to specified percentage per annum (as set
forth in the related Prospectus Supplement, the "SERVICING FEE RATE") of the
Pool Balance as of the first day of the related Collection Period (the
"SERVICING FEE"). The Servicing Fee (together with any portion of the Servicing
Fee that remains unpaid from prior Distribution Dates) will be paid solely to
the extent of the Available Interest (as defined in the related Prospectus
Supplement). However, unless otherwise specified in the related

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Prospectus Supplement, the Servicing Fee will be paid prior to the
distribution of any portion of the Available Interest to the Noteholders or
the Certificateholders of the given series.

Unless otherwise provided in the related Prospectus Supplement with
respect to a given Trust, the Servicer will also collect and retain any late
fees, prepayment charges and other administrative fees or similar charges
allowed by applicable law with respect to the related Contracts and will be
entitled to reimbursement from such Trust for certain liabilities. Payments
by or on behalf of Obligors will be allocated to scheduled payments and late
fees and other charges in accordance with the Servicer's normal practices and
procedures.

The Servicing Fee will compensate the Servicer for performing the
functions of a third party servicer of motorcycle Contracts as an agent for
their beneficial owner, including collecting and posting all payments,
responding to inquiries of Obligors on the Contracts, investigating
delinquencies, sending payment coupons to Obligors, reporting tax information
to Obligors, paying costs of collections and disposition of defaults and
policing the collateral. The Servicing Fee also will compensate the Servicer
for performing additional administrative services on behalf of a given Trust,
including making Advances, accounting for collections and furnishing monthly
and annual statements to the related Trustee and Indenture Trustee with
respect to distributions and generating federal income tax information for
such Trust and for the related Noteholders and Certificateholders. The
Servicing Fee also will reimburse the Servicer for certain taxes, the fees of
the related Trustee and Indenture Trustee, if any, accounting fees, outside
auditor fees, data processing costs and other costs incurred in connection
with administering the Contracts relating to such Trust.

DISTRIBUTIONS

With respect to each series of Securities, beginning on the Distribution
Date specified in the related Prospectus Supplement, distributions of
principal and interest (or, where applicable, of principal or interest only)
on each class of such Securities entitled thereto will be made by the
Applicable Trustee to the Noteholders and the Certificateholders of such
series. The timing, calculation, allocation, order, source and priorities
of, and the requirements for, all payments to the holders of each class of
Notes, if any, and all distributions to the holders of each class of
Certificates of such series will be set forth in the related Prospectus
Supplement.

With respect to each Trust, on each Distribution Date collections on the
related Contracts will be transferred from the Collection Account to the Note
Distribution Account, if any, and the Certificate Distribution Account for
distribution to Noteholders, if any, and Certificateholders to the extent
provided in the related Prospectus Supplement. Credit enhancement, such as a
Reserve Fund, will be available to cover any shortfalls in the amount
available for distribution on such date to the extent specified in the
related Prospectus Supplement. As more fully described in the related
Prospectus Supplement, and unless otherwise specified therein, distributions
in respect of principal of a class of Securities of a given series will be
subordinated to distributions in respect of interest on such class, and
distributions in respect of one or more classes of Certificates of such
series may be subordinated to payments in respect of Notes, if any, of such
series or to distributions in respect of other classes of Certificates of
such series. Distributions of principal on the Securities of a series may be
based on the amount of principal collected or due, or the amount of realized
losses incurred, in a Collection Period.

CREDIT AND CASH FLOW ENHANCEMENT

The amounts and types of credit and cash flow enhancement arrangements, if
any, and the provider thereof, if applicable, with respect to each class of
Securities of a given series will be set forth in the related Prospectus
Supplement. If and to the extent provided in the related Prospectus Supplement,
credit and cash flow enhancement may be in the form of subordination of one or
more classes of Securities, Reserve Funds, spread accounts,
overcollateralization, letters of credit, credit or liquidity facilities, surety
bonds, insurance policies, guaranteed investment contracts, swaps or other
interest rate protection agreements, repurchase obligations, yield supplement
agreements, other agreements with respect to third party payments or other
support, cash deposits or such other arrangements as may be described in such
Prospectus Supplement, or any combination of two or more of the foregoing. If
specified in the applicable Prospectus Supplement, credit or cash flow
enhancement for a class of

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Securities may cover one or more other classes of Securities of the same
series, and credit or cash flow enhancement for a series of Securities may
cover one or more other series of Securities.

The presence of a Reserve Fund and other forms of credit enhancement for
the benefit of any class or series of Securities is intended to enhance the
likelihood of receipt by the Securityholders of such class or series of the
full amount of principal and interest due thereon and to decrease the
likelihood that such Securityholders will experience losses. Unless
otherwise specified in the related Prospectus Supplement, the credit
enhancement for a class or series of Securities will not provide protection
against all risks of loss and will not guarantee repayment of the entire
principal balance and interest thereon. If losses occur which exceed the
amount covered by any credit enhancement or which are not covered by any
credit enhancement, Securityholders of any class or series will bear their
allocable share of deficiencies, as described in the related Prospectus
Supplement. In addition, if a form of credit enhancement covers more than
one series of Securities, Securityholders of any such series will be subject
to the risk that such credit enhancement will be exhausted by the claims of
Securityholders of other series.

RESERVE FUND. If so provided in the related Prospectus Supplement,
pursuant to the related Sale and Servicing Agreement or Pooling and Servicing
Agreement, the Trust Depositor will establish for a series or class of
Securities an account, as specified in such Prospectus Supplement (the
"RESERVE FUND"), which will be maintained with the related Trustee or
Indenture Trustee, as applicable. Unless otherwise provided in the related
Prospectus Supplement, the Reserve Fund will be funded by an initial deposit
by the Trust Depositor on the Closing Date in the amount set forth in such
Prospectus Supplement and, if the related series has a Funding Period, will
also be further funded on each Subsequent Transfer Date to the extent
described in such Prospectus Supplement. As further described in the related
Prospectus Supplement, the amount on deposit in the Reserve Fund will be
increased on each Distribution Date thereafter up to the Specified Reserve
Fund Balance (as defined in such Prospectus Supplement) by the deposit
therein of the amount of collections on the related Contracts remaining on
each such Distribution Date after the payment of all other required payments
and distributions on such date. The related Prospectus Supplement will
describe the circumstances and the manner under which distributions may be
made out of the Reserve Fund, either to holders of the Securities covered
thereby or to the Trust Depositor or to any other entity.

NET DEPOSITS

If so specified in the related Prospectus Supplement as an
administrative convenience, unless the Servicer is required to remit
collections daily (see "--COLLECTIONS" above), the Servicer will be permitted
to make the deposit of collections, aggregate Advances and Purchase Amounts
for any Trust for or with respect to the related Collection Period net of
distributions to be made to the Servicer for such Trust with respect to such
Collection Period. The Servicer, however, will account to the Applicable
Trustee, the Noteholders, if any, and the Certificateholders with respect to
each Trust as if all deposits, distributions and transfers were made
individually. With respect to any Trust that issues both Certificates and
Notes, if the related Distribution Dates do not coincide with Distribution
Dates, all distributions, deposits or other remittances made on a
Distribution Date will be treated as having been distributed, deposited or
remitted on the Distribution Date for the applicable Collection Period for
purposes of determining other amounts required to be distributed, deposited
or otherwise remitted on such Distribution Date.

STATEMENTS TO THE APPLICABLE TRUSTEE AND THE TRUST

Prior to each Distribution Date with respect to each series of
Securities, the Servicer will provide to the applicable Indenture Trustee, if
any, and the applicable Trustee as of the close of business on the last day
of the preceding Collection Period a statement setting forth substantially
the same information as is required to be provided in the periodic reports
provided to Securityholders of such series described under "CERTAIN
INFORMATION REGARDING THE SECURITIES -- REPORTS TO SECURITYHOLDERS".

EVIDENCE AS TO COMPLIANCE

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Each Sale and Servicing Agreement and Pooling and Servicing Agreement
will provide that a firm of independent public accountants will furnish
annually to the related Trust and Applicable Trustee a statement as to
compliance by the Servicer during the preceding twelve months (or, in the
case of the first such statement, from the applicable Closing Date) with
certain standards relating to the servicing of the applicable Contracts, the
Servicer's accounting records and computer files with respect thereto and
certain other matters.

Each Sale and Servicing Agreement and Pooling and Servicing Agreement
will also provide for delivery to the related Trust and the Applicable
Trustee, substantially simultaneously with the delivery of such accountants'
statement referred to above, of a certificate signed by an officer of the
Servicer stating that the Servicer has fulfilled its obligations under the
Sale and Servicing Agreement or Pooling and Servicing Agreement, as
applicable, throughout the preceding twelve months (or, in the case of the
first such certificate, from the applicable Closing Date) or, if there has
been a default in the fulfillment of any such obligation, describing each
such default. The Servicer has agreed to give each the Applicable Trustee
notice of certain Servicer Defaults under the related Sale and Servicing
Agreement or Pooling and Servicing Agreement, as applicable.

Copies of such statements and certificates may be obtained by
Securityholders by a request in writing addressed to the Applicable Trustee.

CERTAIN MATTERS REGARDING THE SERVICER

Each Sale and Servicing Agreement and Pooling and Servicing Agreement
will provide that the Company may not resign from its obligations and duties
as Servicer thereunder, except upon determination that the Company's
performance of such duties is no longer permissible under applicable law. No
such resignation will become effective until the Applicable Trustee, or a
successor servicer has assumed the Company's servicing obligations and duties
under such Sale and Servicing Agreement or Pooling and Servicing Agreement.

Each Sale and Servicing Agreement and Pooling and Servicing Agreement
will further provide that neither the Servicer nor any of its directors,
officers, employees and agents will be under any liability to the related
Trust or the related Noteholders or Certificateholders for taking any action
or for refraining from taking any action pursuant to such Sale and Servicing
Agreement or Pooling and Servicing Agreement or for errors in judgment;
except that neither the Servicer nor any such person will be protected
against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of the Servicer's
duties thereunder or by reason of reckless disregard of its obligations and
duties thereunder. In addition, each Sale and Servicing Agreement and
Pooling and Servicing Agreement will provide that the Servicer is under no
obligation to appear in, prosecute or defend any legal action that is not
incidental to the Servicer's servicing responsibilities under such Sale and
Servicing Agreement or Pooling and Servicing Agreement and that, in its
opinion, may cause it to incur any expense or liability.

Under the circumstances specified in each Sale and Servicing Agreement
and Pooling and Servicing Agreement, any entity into which the Servicer may
be merged or consolidated, or any entity resulting from any merger or
consolidation to which the Servicer is a party, or any entity succeeding to
the business of the Servicer or, with respect to its obligations as Servicer,
any corporation 50% or more of the voting stock of which is owned, directly
or indirectly, by the Company, which corporation or other entity in each of
the foregoing cases assumes the obligations of the Servicer, will be the
successor of the Servicer under such Sale and Servicing Agreement or Pooling
and Servicing Agreement.

Under each Sale and Servicing Agreement and Pooling and Servicing
Agreement, the Servicer may appoint a subservicer to perform all or any
portion of its obligations as Servicer; however, in the event that the
Servicer does appoint any such subservicer, the Servicer will remain
obligated and liable to the related Trustee and Securityholders for servicing
and administering the Contracts and will also be responsible for any fees and
expenses of the subservicer.

SERVICER DEFAULT

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Except as otherwise provided in the related Prospectus Supplement,
"SERVICER DEFAULT" under each Sale and Servicing Agreement and Pooling and
Servicing Agreement will consist of (i) any failure by the Servicer to
deliver to the Applicable Trustee for deposit in any of the Trust Accounts or
the Certificate Distribution Account any required payment or to direct the
Applicable Trustee to make any required distributions therefrom, which
failure continues unremedied for five business days after written notice from
the Applicable Trustee is received by the Servicer or after discovery of such
failure by the Servicer; (ii) any failure by the Servicer duly to observe or
perform in any material respect any other covenant or agreement in such Sale
and Servicing Agreement or Pooling and Servicing Agreement, which failure
materially and adversely affects the rights of the Noteholders or the
Certificateholders of the related series and which continues unremedied for
60 days after the giving of written notice of such failure (A) to the
Servicer by the Applicable Trustee or (B) to the Servicer and to the
Applicable Trustee by holders of Notes or Certificates of such series, as
applicable, evidencing not less than 25% in principal amount of such
outstanding Notes or of such Certificate Balance; and (iii) the occurrence of
an Insolvency Event with respect to the Servicer. "INSOLVENCY EVENT" means,
with respect to any person, any of the following events or actions: certain
events of insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings with respect to such person and certain
actions by such person indicating its insolvency, reorganization pursuant to
bankruptcy proceedings or inability to pay its obligations.

RIGHTS UPON SERVICER DEFAULT

In the case of Owner Trusts that issue Notes, unless otherwise provided
in the related Prospectus Supplement, as long as a Servicer Default under a
Sale and Servicing Agreement and Pooling and Servicing Agreement remains
unremedied, the related Indenture Trustee or holders of Notes of the related
series evidencing not less than 25% of the principal amount of such Notes
then outstanding may terminate all the rights and obligations of the Servicer
under such Sale and Servicing Agreement and Pooling and Servicing Agreement,
whereupon such Indenture Trustee or a successor servicer appointed by such
Indenture Trustee will succeed to all the responsibilities, duties and
liabilities of the Servicer under such Sale and Servicing Agreement and
Pooling and Servicing Agreement and will be entitled to similar compensation
arrangements. In the case of any Grantor Trust or Master Trust, and any
Owner Trust that does not issue Notes, unless otherwise provided in the
related Prospectus Supplement, as long as a Servicer Default under the
related Pooling and Servicing Agreement remains unremedied, the related
Trustee or holders of Certificates of the related series evidencing not less
than 25% of the principal amount of such Certificates then outstanding may
terminate all the rights and obligations of the Servicer under such Pooling
and Servicing Agreement, whereupon such Trustee or a successor servicer
appointed by such Trustee will succeed to all the responsibilities, duties
and liabilities of the Servicer under such Pooling and Servicing Agreement
and will be entitled to similar compensation arrangements. If, however, a
bankruptcy trustee or similar official has been appointed for the Servicer,
and no Servicer Default other than such appointment has occurred, such
trustee or official may have the power to prevent any such Indenture Trustee,
Noteholders, Trustee or Certificateholders from effecting a transfer of
servicing. In the event that such Indenture Trustee or Trustee is unwilling
or unable to so act, it may appoint, or petition a court of competent
jurisdiction for the appointment of, a successor with a net worth of at least
$100,000,000 (or such other amount as is specified in the related Prospectus
Supplement) and whose regular business includes the servicing of motor
vehicle contracts. Such Indenture Trustee or Trustee may make such
arrangements for compensation to be paid, which in no event may be greater
than the servicing compensation to the Servicer under such Sale and Servicing
Agreement or Pooling and Servicing Agreement.

WAIVER OF PAST DEFAULTS

With respect to each Owner Trust that issues Notes, unless otherwise
provided in the related Prospectus Supplement, the holders of Notes
evidencing at least a majority in principal amount of the then outstanding
Notes of the related series (or the holders of the Certificates of such
series evidencing not less than a majority of the outstanding Certificate
Balance, in the case of any Servicer Default which does not adversely affect
the related Indenture Trustee or such Noteholders) may, on behalf of all such
Noteholders and Certificateholders, waive any default by the Servicer in the
performance of its obligations under the related Sale and Servicing Agreement
and Pooling and Servicing Agreement and its consequences, except a Servicer
Default in making any required deposits

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to or payments from any of the Trust Accounts or to the Certificate
Distribution Account in accordance with such Sale and Servicing Agreement and
Pooling and Servicing Agreement. With respect to each Grantor Trust and each
Master Trust that is formed pursuant to a Pooling and Servicing Agreement,
holders of Certificates of such series evidencing not less than a majority of
the principal amount of such Certificates then outstanding may, on behalf of
all such Certificateholders, waive any default by the Servicer in the
performance of its obligations under the related Pooling and Servicing
Agreement, except a Servicer Default in making any required deposits to or
payments from the Certificate Distribution Account or the related Trust
Accounts in accordance with such Pooling and Servicing Agreement. No such
waiver will impair such Noteholders' or Certificateholders' rights with
respect to subsequent defaults.

AMENDMENT

Unless otherwise provided in the related Prospectus Supplement, each of
the Sale and Servicing Agreement and Pooling and Servicing Agreement may be
amended by the parties thereto, without the consent of the related
Noteholders or Certificateholders, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of such
Sale and Servicing Agreement and Pooling and Servicing Agreement or of
modifying in any manner the rights of such Noteholders or Certificateholders;
PROVIDED that such action will not, in the opinion of counsel satisfactory to
the related Trustee or Indenture Trustee, as applicable, materially and
adversely affect the interest of any such Noteholder or Certificateholder.

Unless otherwise specified in the related Prospectus Supplement, the
Sale and Servicing Agreement and Pooling and Servicing Agreement may also be
amended by the Trust Depositor, the Servicer, the related Trustee and any
related Indenture Trustee with the consent of the holders of Notes evidencing
at least a majority in principal amount of then outstanding Notes, if any, of
the related series and the holders of the Certificates of such series
evidencing at least a majority of the principal amount of such Certificates
then outstanding, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Sale and Servicing
Agreement and Pooling and Servicing Agreements or of modifying in any manner
the rights of such Noteholders or Certificateholders; PROVIDED, HOWEVER, that
no such amendment may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the related
Contracts or distributions that are required to be made for the benefit of
such Noteholders or Certificateholders or (ii) reduce the aforesaid
percentage of the Notes or Certificates of such series which are required to
consent to any such amendment, without the consent of the holders of all the
outstanding Notes or Certificates, as the case may be, of such series.

Each of the Sale and Servicing Agreement and Pooling and Servicing
Agreement may be amended by the parties thereto at the direction of the
Company or Servicer without the consent of any of the Securityholders to add,
modify or eliminate such provisions as may be necessary or advisable in order
to enable all or a portion of a Trust to qualify as, and to permit an
election to be made to cause all or a portion of a Trust to be treated as, a
"FINANCIAL ASSET SECURITIZATION INVESTMENT TRUST" as described in the
provisions of the "SMALL BUSINESS JOB PROTECTION ACT OF 1996," H.R. 3448, and
in connection with any such election, to modify or eliminate existing
provisions of a Sale and Servicing Agreement or Pooling and Servicing
Agreement relating to the intended federal income tax treatment of the
Securities and the related Trust in the absence of the election. See
"FEDERAL INCOME TAX CONSEQUENCES--TAX TREATMENT OF A FASIT." It is a
condition to any such amendment that each Rating Agency will have notified
the Company, the Servicer and the Applicable Trustee in writing that the
amendment will not result in a reduction or withdrawal of the rating of any
outstanding Securities with respect to which it is a Rating Agency and that
the Company obtain a legal opinion from nationally recognized counsel that
there are no adverse tax consequences for the Securityholders.

Additionally, each of the Sale and Servicing Agreement and Pooling and
Servicing Agreement may be amended by the parties thereto at the direction of
the Seller or Servicer without the consent of any of the Securityholders to
add, modify or eliminate such provisions as may be necessary or advisable in
order to enable (a) the transfer to the Trust of all or any portion of the
Contracts to be derecognized under generally accepted accounting principles
("GAAP") by the Seller to the applicable Trust, (b) the applicable Trust to
avoid becoming a member of the Seller's consolidated group under GAAP, or (c)
the Seller or any of its affiliates to otherwise comply

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with or obtain more favorable treatment under any law or regulation or any
accounting rule or principle; provided, however, that it is a condition to
any such amendment that (x) the Seller delivers an officer's certificate to
the related Trustee to the effect that such amendment meets the requirements
set forth in this paragraph (y) such amendment will not result in a
withdrawal or reduction of the rating of any outstanding series of Securities
under the related Trust and (z) a legal opinion is obtained from nationally
recognized counsel that such modification is in conformity with either the
Sale and Servicing Agreement or Pooling and Servicing Agreement, as
applicable.

INSOLVENCY EVENT

With respect to any Owner Trust that issues Notes, if an Insolvency
Event (as defined in the related Trust Agreement) occurs with respect to the
Trust Depositor, the related Contracts of such Trust will be liquidated and
the Trust will be terminated 90 days after the date of such Insolvency Event,
unless, before the end of such 90-day period, the related Trustee shall have
received written instructions from (i) holders of each class of Certificates
(excluding any Certificates held by the Trust Depositor) with respect to such
Trust representing more than 50% of the aggregate unpaid principal amount of
each such class (not including the principal amount of such Certificates held
by the Trust Depositor) and (ii) holders of each class of Notes, if any, with
respect to such Trust representing more than 50% of the aggregate unpaid
principal amount of each such class, to the effect that each such party
disapproves of the liquidation of such Contracts and termination of such
Trust. Promptly after the occurrence of an Insolvency Event with respect to
the Trust Depositor, notice thereof is required to be given to the related
Securityholders; PROVIDED that any failure to give such required notice will
not prevent or delay termination of such Trust. Upon termination of any
Trust, the related Trustee shall, or shall direct the related Indenture
Trustee to, promptly sell the assets of such Trust (other than the Trust
Accounts and the Certificate Distribution Account) in a commercially
reasonable manner and on commercially reasonable terms. The proceeds from
any such sale, disposition or liquidation of the Contracts of such Trust will
be treated as collections on such Contracts and deposited in the related
Collection Account. With respect to any Trust, if the proceeds from the
liquidation of the related Contracts and any amounts on deposit in the
Reserve Fund (if any), the Payahead Account (if any), the Note Distribution
Account (if any) and the Certificate Distribution Account are not sufficient
to pay in full the Notes, if any, and the Certificates of the related series,
the amount of principal returned to Noteholders and Certificateholders
thereof will be reduced and some or all of such Noteholders and
Certificateholders will incur a loss.

Each Trust Agreement will provide that the applicable Trustee does not
have the power to commence a voluntary proceeding in bankruptcy with respect
to the related Trust without the unanimous prior approval of all
Certificateholders (including the Trust Depositor) of such Trust and the
delivery to such Trustee by each such Certificateholder (including the Trust
Depositor) of a certificate certifying that such Certificateholder reasonably
believes that such Trust is insolvent.

PAYMENT OF NOTES

Upon the payment in full of all outstanding Notes of a given series and
the satisfaction and discharge of the related Indenture, the related Trustee
will succeed to all the rights of the Indenture Trustee, and the
Certificateholders of such series will succeed to all the rights of the
Noteholders of such series, under the related Sale and Servicing Agreement or
Pooling and Servicing Agreement, except as otherwise provided therein.

TRUST DEPOSITOR LIABILITY

In the case of each Owner Trust that issues Notes, under each Trust
Agreement, the Trust Depositor will agree to be liable directly to an injured
party for the entire amount of any losses, claims, damages or liabilities
(other than those incurred by a Noteholder or a Certificateholder in the
capacity of an investor with respect to such Owner Trust) arising out of or
based on the arrangement created by such Trust Agreement as though such
arrangement created a partnership under the Delaware Revised Uniform Limited
Partnership Act in which the Trust Depositor was a general partner.

TERMINATION

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Unless otherwise specified in the related Prospectus Supplement, with
respect to each Trust, the obligations of the Servicer, the Trust Depositor,
the related Trustee and the related Indenture Trustee, if any, pursuant to
the Sale and Servicing Agreements and Pooling and Servicing Agreements will
terminate upon the earliest to occur of (i) the maturity or other liquidation
of the last related Contract and the disposition of any amounts received upon
liquidation of any such remaining Contracts, (ii) the payment to Noteholders,
if any, and Certificateholders of the related series of all amounts required
to be paid to them pursuant to the Sale and Servicing Agreements and Pooling
and Servicing Agreements and (iii) the occurrence of either of the events
described in the two immediately following paragraphs.

Unless otherwise provided in the related Prospectus Supplement, in order
to avoid excessive administrative expense, the Servicer will be permitted at
its option to purchase from each Trust, as of the end of any applicable
Collection Period, if the then outstanding Pool Balance with respect to the
Contracts held by such Trust is 10% or less of the Initial Pool Balance (as
defined in such Prospectus Supplement, the "INITIAL POOL BALANCE"), all
remaining related Contracts at a price equal to the aggregate of the Purchase
Amounts thereof as of the end of such Collection Period.

If and to the extent provided in the related Prospectus Supplement with
respect to a Trust, the Applicable Trustee will, within ten days following a
Distribution Date as of which the Pool Balance is equal to or less than the
percentage of the Initial Pool Balance specified in such Prospectus
Supplement, solicit bids for the purchase of the Contracts remaining in such
Trust, in the manner and subject to the terms and conditions set forth in
such Prospectus Supplement. If the Applicable Trustee receives satisfactory
bids as described in such Prospectus Supplement, then the Contracts remaining
in such Trust will be sold to the highest bidder.

As more fully described in the related Prospectus Supplement, any
outstanding Notes of the related series will be redeemed concurrently with
either of the events specified above, and the subsequent distribution to the
related Certificateholders of all amounts required to be distributed to them
pursuant to the applicable Trust Agreement or Pooling and Servicing Agreement
will effect early retirement of the Certificates of such series.

ADMINISTRATION AGREEMENT

The Company, in its capacity as administrator (the "ADMINISTRATOR"),
will enter into an agreement (an "ADMINISTRATION AGREEMENT") with each Owner
Trust that issues Notes and the related Indenture Trustee pursuant to which
the Administrator will agree, to the extent provided in such Administration
Agreement, to provide the notices and to perform other administrative
obligations required by the related Indenture. Unless otherwise specified in
the related Prospectus Supplement with respect to any such Trust, as
compensation for the performance of the Administrator's obligations under the
applicable Administration Agreement and as reimbursement for its expenses
related thereto, the Administrator will be entitled to a monthly
administration fee (the "ADMINISTRATION FEE"), which fee will be paid by the
Servicer.

INDIVIDUAL MOTORCYCLE INSURANCE

The terms of each Contract require that for the life of the Contract,
each Motorcycle is covered by a collision and comprehensive or equivalent
insurance policy which covers physical damage risks, provides limited
insurance coverage for damage to the Motorcycle, and names the Seller as a
loss payee. The amount of insurance coverage is limited to the value of the
Motorcycle. In the related Transfer and Sale Agreement, the Seller will
warrant that all premium payments on such insurance have been paid in full
for one year from the date of the Contracts' origination. Pursuant to the
Contract terms, the Servicer may "FORCE PLACE" collision and comprehensive
insurance with respect to the related Motorcycle in those situations in which
the Obligor has not maintained the required insurance. Currently, the
Servicer utilizes Recreational Products Insurance Division, a division of
Universal Underwriters Insurance Company, to "FORCE PLACE" comprehensive and
collision insurance in 31 states in which Obligors reside. As conveyee and
assignee of the Contracts, the Trust will be entitled to the benefits of such
insurance. Following repossession of a Motorcycle by the Servicer, the
Servicer does not maintain

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such insurance. In the event the Servicer repossesses a Motorcycle on behalf
of the Trust, the Servicer will act as self-insurer for any damage to such
motorcycle until it is resold.

CERTAIN LEGAL ASPECTS OF THE CONTRACTS

SECURITY INTEREST IN MOTORCYCLES

The Contracts in general evidence the credit sale of new and used
motorcycles by Dealers to Obligors and also constitute personal property
security agreements granting the holder of such Contract a security interest
in the Motorcycles under the applicable UCC. Perfection of security
interests in the Motorcycles is generally governed by the motor vehicle
registration laws of the state in which a Motorcycle is located. In almost
all states in which the Contracts have been originated, a security interest
in automobiles, light duty trucks, vans and minivans is perfected by notation
of the secured party's lien on the vehicle's certificate of title.

All of the Contracts purchased by the Company name the Company as
obligee (by assignment or otherwise) and as the secured party. The Company
also takes all actions necessary under the laws of the state in which the
Motorcycle is located to perfect the Company's security interest in the
Motorcycle, including, where applicable, having a notation of its lien
recorded on such vehicle's certificate of title.

The Company will sell its interests in Contracts and assign its security
interests in the Motorcycles securing the Contracts to a Trust Depositor
pursuant to a Transfer and Sale Agreement, which Trust Depositor will, in
turn, sell such interests and assign such security interests to the Trust
pursuant to either a Sale and Servicing Agreements or a Pooling and Servicing
Agreement. However, because of the administrative burden and expense, the
certificates of title to the Motorcycles will not be amended to reflect any
Trust Depositor or the Trust as the new secured party on the certificate of
title relating to the Motorcycles. Each Sale and Servicing Agreement or
Pooling and Servicing Agreement, as applicable, provides that the Servicer,
as custodian, will hold any certificates of title and the documents and other
items relating to the Motorcycles in its possession on behalf of the Trust
and the Indenture Trustee.

With respect to certain limitations on the enforceability of the
Applicable Trustees' security interest, see "RISK FACTORS -- SECURITY
INTERESTS AND OTHER ASPECTS OF THE CONTRACTS".

Under the laws of most states, the perfected security interest in a
Motorcycle would continue for four months after such vehicle is moved to a
state other than the state in which it is initially registered, and
thereafter until the owner of the Motorcycle re-registers it in the new
state. A majority of states generally require surrender of a certificate of
title in connection with the re-registration of a vehicle; accordingly, a
secured party must surrender possession if it holds the certificate of title
to the vehicle, or, in the case of a vehicle registered in a state providing
for the notation of a lien on the certificate of title but not possession by
the secured party, assuming no fraud or negligence, the secured party noted
on the certificate of title would receive notice of surrender if the security
interest is noted on the certificate of title. Thus, the secured party would
have the opportunity to re-perfect its security interest in the vehicle in
the state of relocation. In states that do not require a certificate of
title for registration of a motor vehicle, a re-registration could defeat
perfection. In the ordinary course of servicing Contracts, the Company takes
steps to effect re-perfection upon receipt of notice of re-registration or
information from the Obligor as to relocation. Similarly, when an Obligor
sells a Motorcycle, the Company must surrender possession of the certificate
of title or will receive notice as a result of its lien noted thereon and,
accordingly, will have an opportunity to require satisfaction of the related
Contract before release of the lien. Under each Sale and Servicing Agreement
or Pooling and Servicing Agreement, as applicable, the Company as Servicer is
obligated to take appropriate steps, at its own expense, to maintain
perfection of security interests in such Motorcycle and is obligated to
repurchase the related Contract if it fails to do so.

Under the laws of most states, liens for repairs performed on a motor
vehicle, liens for unpaid storage fees and liens for unpaid taxes take
priority over even a perfected security interest in a Motorcycle. The
Company will represent that, as of the date of issuance of the Securities,
each security interest in a Motorcycle is prior to all other

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present liens upon and security interests in such Motorcycle. However, liens
for repairs, unpaid storage fees or taxes could arise at any time during the
term of a Contract. No notice will be given to the Applicable Trustee or the
Securityholders in the event such a lien arises nor will the Company be
obligated to repurchase the related Contract if such a lien arises after the
Closing Date.

REPOSSESSION

In the event of default by a vehicle purchaser, a holder of a retail
installment sale contract or installment loan has all the remedies of a
secured party under the UCC, except where specifically limited by other state
laws. Among its UCC remedies, the secured party has the right to perform
self-help repossession unless such act would constitute a breach of the
peace. Self-help is the method employed by the Company in most cases and is
accomplished simply by retaking possession of the Motorcycle. In the event
of default by the Obligor, some jurisdictions require that the Obligor be
notified of the default and be given a time period within which he or she may
cure the default prior to repossession. Generally, the right to cure a
default may be exercised on a limited number of occasions in any one-year
period. In cases where the Obligor objects or raises a defense to
repossession, if a Motorcycle cannot be retaken without a breach of the
peace, or if otherwise required by applicable state law, a court order must
be obtained from an appropriate court, and the Motorcycle must then be
repossessed in accordance with that order.

NOTICE OF SALES; REDEMPTION RIGHTS

The UCC and other state laws require the secured party to provide the
Obligor with reasonable notice of the date, time and place of any public sale
or the date after which any private sale or other intended disposition of the
collateral may be held. All aspects of the disposition of the collateral,
including the method, manner, time, place and terms must be commercially
reasonable. The Obligor has the right to redeem the collateral prior to
actual sale by paying the secured party the unpaid principal balance of the
obligation plus reasonable expenses for repossessing, holding, and preparing
the collateral for disposition and arranging for its sale plus, in some
jurisdictions, reasonable attorneys' fees. In some states the Obligor may
have a post-repossession right to reinstate the terms of the contract or loan
and redeem the collateral by the payment of delinquent installments and
expenses incurred by the secured party in repossessing the collateral.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS

The proceeds obtained upon repossession and resale of the Motorcycles
generally will be applied first to the expenses of resale and repossession
and then to the satisfaction of the indebtedness. While some states impose
prohibitions or limitations on deficiency judgments if the net proceeds from
resale do not cover the full amount of the indebtedness, a deficiency
judgment can be sought in those states that do not prohibit or limit such
judgments, provided that certain procedures are followed. However, the
deficiency judgment would be a personal judgment against the Obligor for the
shortfall, and a defaulting Obligor can be expected to have very little
capital or sources of income available following repossession. Therefore, in
many cases, it may not be useful to seek a deficiency judgment or, if one is
obtained, it may be settled at a significant discount.

Occasionally, after resale of collateral and payment of all expenses and
all indebtedness, there is a surplus of funds. In that case, the UCC
requires the secured party to remit the surplus to any holder of a lien with
respect to the collateral or, if no such lienholder exists or there are
remaining funds, the UCC requires the secured party to remit the surplus to
the former owner of the collateral. Certain other statutory provisions,
including federal and state bankruptcy and insolvency laws, may limit or
delay the ability of a lender to repossess and resell collateral or enforce a
deficiency judgment.

CONSUMER PROTECTION LAWS

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Courts have applied general equitable principles to limit and restrict
secured parties pursuing repossession or litigation involving deficiency
balances. These equitable principles may have the effect of relieving an
Obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of
secured parties under the UCC and related laws violate the due process
protection provided under the 14th Amendment of the Constitution of the
United States. Courts have generally upheld the notice provisions of the UCC
and related laws as reasonable or have found that the repossession and resale
by the creditor do not involve sufficient state action to afford
constitutional protection to consumers.

Numerous federal and state consumer protection laws and related
regulations impose substantial requirements upon lenders and servicers
involved in consumer finance, including requirements regarding the adequate
disclosure of loan terms (including finance charges and deemed finance
charges) and limitations on loan terms (including the permitted finance
charge or deemed finance charge), collection practices and creditor remedies.
The application of these laws to particular circumstances is not always
certain and some courts and regulatory authorities have shown a willingness
to adopt novel interpretations of such laws. These laws include the Truth in
Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission
Act, the Fair Credit Reporting Act, the Fair Credit Billing Act, the Fair
Debt Collection Procedures Act, the Moss-Magnuson Warranty Act, the Federal
Reserve Board's Regulations B and Z, the Soldiers' and Sailors' Civil Relief
Act, state adaptations of the Uniform Consumer Credit Code and state motor
vehicle retail installment sales acts, retail installment sales acts, and
other similar laws. State laws generally impose finance charge ceilings and
other restrictions on consumer transactions and often require contract
disclosure in addition to those required under federal law. These
requirements impose specific statutory liabilities upon creditors who fail to
comply with their provisions. In some cases, this liability could affect an
assignee's ability to enforce consumer finance contracts or loans such as the
Contracts.

Under the laws of certain states, finance charges with respect to motor
vehicle retail installment contracts may include the additional amount, if
any, that a purchaser pays as part of the purchase price for a motorcycle
solely because the purchaser is buying on credit rather than for cash (a
"CASH SALE DIFFERENTIAL"). If a Dealer charges such a cash sale
differential, applicable finance charge ceilings could be exceeded.

The so-called "HOLDER-IN-DUE-COURSE" Rule of the Federal Trade
Commission (the "FTC RULE"), the provisions of which are generally duplicated
by the Uniform Consumer Credit Code and other state laws, has the effect of
subjecting an assignee of a seller of goods (and certain related creditors)
to all claims and defenses that the obligor in the transaction could assert
against the seller of the goods.

All of the Contracts will be subject to the requirements of the FTC
Rule. Accordingly, the Trust, as holder of the Contracts, will be subject to
any claims or defenses that the purchaser of the related Motorcycle may
assert against the Dealer. Such claims are limited to a maximum liability
equal to the amounts actually paid by the Obligor on the Contract. If an
Obligor were successful in asserting any such claim or defense, such claim or
defense would constitute a breach of the Company's representations and
warranties under the related Transfer and Sale Agreement and would create an
obligation of the Company to repurchase the related Contract unless the
breach were cured. The Trust Depositor will assign its rights under the
related Transfer and Sale Agreement, including its right to cause the Company
to repurchase Contracts with respect to which it is in breach of its
representations and warranties, to the Trust pursuant to either the related
Sale and Servicing Agreement or Pooling and Servicing Agreement. See
"DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND POOLING AND SERVICING
AGREEMENTS -- SALE AND ASSIGNMENT OF CONTRACTS".

Under most state vehicle dealer licensing laws, dealers of motorcycles are
required to be licensed to sell motorcycles at retail sale. In addition, with
respect to used motorcycles, the Federal Trade Commission's Rule on Sale of Used
Motorcycles requires that all dealers of used motorcycles prepare, complete and
display a "BUYER'S GUIDE" which explains the warranty coverage for such
motorcycles. Furthermore, Federal Odometer Regulations promulgated under the
Motor Vehicle Information and Cost Savings Act and the motor vehicle title laws
of most states require that all dealers of used motorcycles furnish a written
statement signed by the dealer certifying the

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accuracy of the odometer reading. If a Dealer is not properly licensed or if
either a Buyer's Guide or Odometer Disclosure Statement was not provided to
the purchaser of a Motorcycle, the Obligor may be able to assert a defense
against the Dealer. If an Obligor on a Contract were successful in asserting
any such claim or defense, the Servicer would pursue on behalf of the Trust
any reasonable remedies against the Dealer or the manufacturer of the
Motorcycle, subject to certain limitations as to the expense of any such
action to be specified in the Sale and Servicing Agreement and Pooling and
Servicing Agreement.

The Company will warrant under the related Transfer and Sale Agreement
that each Contract complies with all requirements of law in all material
respects. Accordingly, if an Obligor has a claim against the related Trust
for violation of any law and such claim materially and adversely affects such
Trust's interest in a Contract, such violation would constitute a breach of
the warranties of the Company under such related Transfer and Sale Agreement
and would create an obligation of the Company to repurchase the Contract from
the Trust, through the Trust Depositor with the Trust as assignee of the
Trust Depositor's rights against the Company in this regard, unless the
breach were cured. See "DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING AGREEMENTS -- SALE AND ASSIGNMENT OF CONTRACTS".

OTHER LIMITATIONS

In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including federal bankruptcy laws and
related state laws, may interfere with or affect the ability of a secured
party to realize upon collateral or enforce a deficiency judgment. For
example, in a Chapter 13 proceeding under the federal bankruptcy code, a
court may prevent a secured party from repossessing a Motorcycle and, as part
of the rehabilitation plan, may reduce the amount of the secured indebtedness
to the market value of the Motorcycle at the time of bankruptcy (as
determined by the court), leaving the party providing financing as a general
unsecured creditor for the remainder of the indebtedness. A bankruptcy court
may also reduce the monthly payments due under a Contract or change the rate
of interest and time of repayment of the indebtedness.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following is a general discussion of certain United States federal
income tax consequences of the purchase, ownership and disposition of the
Notes and the Certificates. This discussion is based upon current provisions
of the Internal Revenue Code of 1986, as amended (the "CODE"), Treasury
Regulations promulgated thereunder, current administrative rulings, judicial
decisions and other applicable authorities in effect as of the date hereof,
all of which are subject to change, possibly with retroactive effect. There
are no cases or Internal Revenue Service ("IRS") rulings on similar
transactions involving a trust and instruments issued by that trust with
terms similar to those of the Trust, and the Notes and the Certificates. As
a result, there can be no assurance that the IRS will not challenge the
conclusions set forth in the following summary, and no ruling from the IRS
has been or will be sought on any of the issues discussed below.
Furthermore, legislative, judicial or administrative changes may occur,
perhaps with retroactive effect, which could affect the accuracy of the
statements and conclusions set forth herein as well as the tax consequences
to holders of the Notes and the Certificates.

This discussion does not purport to deal with all aspects of federal
income taxation that may be relevant to all holders of Notes and Certificates
in light of their personal investment or tax circumstances nor to certain
types of holders who may be subject to special treatment under the federal
income tax laws (including, without limitation, financial institutions,
broker-dealers, insurance companies, foreign persons, tax-exempt
organizations and persons who hold the Notes or Certificates as part of a
straddle, hedging or conversion transaction). This information is generally
directed to prospective purchasers who purchase Notes or Certificates at the
time of original issue, who are citizens or residents of the United States,
and who hold the Notes or Certificates as "CAPITAL ASSETS" within the meaning
of Section 1221 of the Code. Taxpayers and preparers of tax returns
(including those filed by any partnership or other issuer) should be aware
that under applicable Treasury Regulations a provider of advice on

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specific issues of law is not considered an income tax return preparer unless
the advice is (i) given with respect to events that have occurred at the time
the advice is rendered and is not given with respect to the consequences of
contemplated actions, and (ii) is directly relevant to the determination of
an entry on a tax return. Accordingly, taxpayers should consult their own
tax advisors and tax return preparers regarding the preparation of any item
on a tax return, even where the anticipated tax treatment has been discussed
herein. PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS
TO THE FEDERAL, STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM
OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES AND CERTIFICATES.

Each Trust will be provided with an opinion of special federal income
tax counsel to each Trust, as specified in the related Prospectus Supplement
("FEDERAL TAX COUNSEL"), regarding certain federal income tax matters
discussed below. An opinion of Federal Tax Counsel, however, is not binding
on the IRS or the courts. For purposes of the following summary, references
to the Trust, the Notes, the Certificates and related terms, parties and
documents shall be deemed to refer, unless otherwise specified herein, to
each Trust and the Notes, Certificates and related terms, parties and
documents applicable to such Trust.

The federal income tax consequences to Certificateholders will vary
depending on whether the Trust is an Owner Trust, treated as a partnership
under the Code, a Grantor Trust treated as a grantor trust under the Code, or
a Master Trust. Pursuant to legislation enacted in 1996, as an alternative
to those three types of trusts, effective September 1, 1997 the Trust could
elect to be treated as a financial asset securitization investment trust
("FASIT"). A summary of the federal income tax consequences pertaining to
each type of trust is set forth below. The Prospectus Supplement for each
series of Securities will specify the treatment of the Trust for federal
income tax purposes. To the extent any given series of Notes or Certificates
differs from the assumptions or conditions set forth in the following
discussion, any additional tax considerations will be disclosed in the
applicable Prospectus Supplement.

OWNER TRUSTS

TAX CHARACTERIZATION OF OWNER TRUSTS

Federal Tax Counsel will deliver its opinion that a Trust characterized
as an Owner Trust will not be an association (or a publicly traded
partnership) taxable as a corporation for federal income tax purposes. This
opinion will be based on the assumptions that the terms of the Trust
Agreement and related documents will be complied with and that the
Certificateholders will take all action necessary, if any, or refrain from
taking any inconsistent action so as to ensure the Trust is a partnership
under the Check the Box regulations (defined below) and on Federal Tax
Counsel's conclusions that (i) the Trust will constitute a business entity
and will have two or more members, (ii) the nature of the income of the Trust
will exempt it from the rule that certain publicly traded partnerships are
taxable as corporations, and (iii) the Trust, if a corporation, would not
constitute a regulated investment company under Code Section 851.

If the Trust were taxable as a corporation for federal income tax
purposes, it would be subject to corporate income tax on its taxable income.
The Trust's taxable income would include all its income on the related
Contracts and other assets, which may be reduced by its interest expense on
the Notes if the Notes are respected as debt of such corporation. Any such
corporate income tax could materially reduce cash available to make payments
on the Notes and distributions on the Certificates, and Certificateholders
could be liable for any such tax that is unpaid by the Trust.

TAX CONSEQUENCES TO HOLDERS OF NOTES ISSUED BY AN OWNER TRUST

TREATMENT OF THE NOTES AS INDEBTEDNESS. The Trust Depositor and the
Certificateholders will agree, and the Noteholders will agree by their purchase
of Notes, to treat the Notes as debt for federal income tax purposes.

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Federal Tax Counsel will render an opinion that the Notes will be classified
as debt for federal income tax purposes. The discussion below assumes that
characterization of the Notes is correct.

OID. The discussion below assumes that all payments on the Notes are
denominated in U.S. dollars. Moreover, the discussion assumes that the
interest formula for the Notes meets the requirements for "QUALIFIED STATED
INTEREST" under Treasury regulations relating to original issue discount
("OID"), and that any OID on the Notes (I.E., any excess of the stated
redemption price at maturity of the Notes over their issue price) does not
exceed a DE MINIMIS amount (I.E., 1/4% of their stated redemption price at
maturity multiplied by the number of full years included in their term), all
within the meaning of such OID regulations.

If the interest formula for the Notes does not meet the requirements for
"QUALIFIED STATED INTEREST" because it may not satisfy the "UNCONDITIONALLY
PAYABLE" test of the OID regulations or the Notes otherwise have more than a
DE MINIMIS amount of OID, the Notes will have OID and a Noteholder will be
required to include such OID in income as it accrues under a constant yield
method in advance of receipt of cash payments, regardless of the Noteholder's
regular method of tax accounting. In general, the amount of OID included in
income is the sum of the "DAILY PORTIONS" of the OID with respect to the Note
for each day during the taxable year the Noteholder held the Note. The daily
portion generally is determined by allocating to each day in an accrual
period a ratable portion of the OID allocable to such accrual period. The
amount of OID allocable to an accrual period is generally equal to the
difference between (i) the product of the Note's adjusted issue price and its
yield to maturity and (ii) the amount of qualified stated interest payments
allocable to such accrual period. The "ADJUSTED ISSUE PRICE" of an OID Note
at the beginning of any accrual period is the sum of its issue price plus the
amount of OID allocable to prior accrual periods minus the amount of prior
payments that were not qualified stated interest. Alternatively, because the
payments on the Notes may be accelerated by reason of prepayments on the
Contracts, OID, other than DE MINIMIS OID, on the Notes, if any, may have to
be accrued under Code section 1272(a)(6), which allocates OID to each day in
an accrual period by taking the ratable portion of the excess of (i) the sum
of the present value of the remaining payments on a Note as of the close of
the accrual period and the payments made during the accrual period that were
included in stated redemption price at maturity, over (ii) the adjusted issue
price of the Note at the beginning of the accrual period. No regulations
have been issued under Code section 1272(a)(6) so it is not clear if such
section would apply to the Notes if they are treated as having OID.

INTEREST INCOME ON THE NOTES. Based on the above assumptions, the Notes
should not be considered to be issued with OID. The stated interest thereon
will be taxable to a Noteholder as ordinary interest income when received or
accrued in accordance with such Noteholder's method of tax accounting. Under
the OID regulations, a holder of a Note issued with a DE MINIMIS amount of
OID must include such OID in income, on a pro rata basis, as principal
payments are made on the Note. A purchaser who buys a Note for more or less
than its principal amount will generally be subject, respectively, to the
premium amortization or market discount rules of the Code.

ACQUISITION PREMIUM. A U.S. Holder that purchases a Note for an amount
less than or equal to the sum of all amounts payable on the Note after the
purchase date other than payments of qualified stated interest but in excess
of its adjusted issue price (any such excess being "ACQUISITION PREMIUM") and
that does not make the election described below under "ELECTION TO TREAT ALL
INTEREST AS ORIGINAL ISSUE DISCOUNT" is permitted to reduce the daily
portions of OID, if any, by a fraction, the numerator of which is the excess
of the U.S. Holder's adjusted basis in the Note immediately after its
purchase over the adjusted issue price of the Note, and the denominator of
which is the excess of the sum of all amounts payable on the Note after the
purchase date, other than payments of qualified stated interest, over the
Note's adjusted issue price. Proposed regulations have been issued which, if
finalized in present form, could alter the treatment of acquisition premium.

MARKET DISCOUNT. The Notes, whether or not issued with original issue
discount, will be subject to the "MARKET DISCOUNT RULES" of section 1276 of the
Code. In general, these rules provide that if the holder of a Note purchases
the Note at a market discount (I.E., a discount from its original issue price
plus any accrued original issue discount that exceeds a DE MINIMIS amount
specified in the Code) and thereafter recognizes gain upon a disposition, the
lesser of (i) such gain or (ii) the accrued market discount will be taxed as
ordinary income. Generally, the accrued market discount will be the total
market discount on the Note multiplied by a fraction, the numerator of

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which is the number of days the holder held the Note and the denominator of
which is the number of days from the date the holder acquired the Note until
its maturity date. The holder may elect, however, to determine accrued
market discount under the constant-yield method. Holders should consult with
their own tax advisors as to the effect of making this election.

Limitations imposed by the Code which are intended to match deductions
with the taxation of income defer deductions for interest on indebtedness
incurred or continued, or short-sale expenses incurred, to purchase or carry
a Note with accrued market discount. A Noteholder who elects to include
market discount in gross income as it accrues is exempt from this rule. The
adjusted basis of a Note subject to such election will be increased to
reflect market discount included in gross income, thereby reducing any gain
or increasing any loss on a sale or taxable disposition.

ELECTION TO TREAT ALL INTEREST AS ORIGINAL ISSUE DISCOUNT. A U.S.
Holder may elect to include in gross income all interest that accrues on a
Note using the constant-yield method described above under the heading
"ORIGINAL ISSUE DISCOUNT," with modifications described below. For purposes
of this election, interest includes stated interest, OID, DE MINIMIS original
issue discount, market discount, DE MINIMIS market discount and unstated
interest, as adjusted by any amortizable bond premium (described below under
"AMORTIZABLE BOND PREMIUM") or acquisition premium.

In applying the constant-yield method to a Note with respect to which
this election has been made, the issue price of the Note will equal the
electing U.S. Holder's adjusted basis in the Note immediately after its
acquisition, the issue date of the Note will be the date of its acquisition
by the electing U.S. Holder, and no payments on the Note will be treated as
payments of qualified stated interest. This election, if made, may not be
revoked without the consent of the IRS. U.S. Holders should consult with
their own tax advisors as to the effect in their circumstances of making this
election.

AMORTIZABLE BOND PREMIUM. In general, if a Noteholder purchases a Note
at a premium (I.E., an amount in excess of the amount payable upon the
maturity thereof), such Noteholder will be considered to have purchased such
Note with "AMORTIZABLE BOND PREMIUM" equal to the amount of such excess.
Such Noteholder may elect to deduct the amortizable bond premium as it
accrues under a constant-yield method over the remaining term of the Note.
Under proposed regulations, if finalized, accrued amortized bond premium may
only be used as an offset against qualified stated interest when such
interest is included in the holder's gross income under the holder's normal
accounting system.

SALE OR OTHER DISPOSITION. If a Noteholder sells a Note, the holder
will recognize gain or loss in an amount equal to the difference between the
amount realized on the sale and the holder's adjusted tax basis in the Note.
The adjusted tax basis of a Note to a particular Noteholder will equal the
holder's cost basis for the Note, increased by any market discount,
acquisition discount, OID and gain previously included by such Noteholder in
income with respect to the Note and decreased by the amount of bond premium
(if any) previously amortized and by the amount of principal payments
previously received by such Noteholder with respect to such Note. Any such
gain or loss will be capital gain or loss if the Note was held as a capital
asset, except for gain representing accrued interest and accrued market
discount not previously included in income. Capital losses generally may be
used only to offset capital gains.

BACK-UP WITHHOLDING. Each holder of Note (other than an exempt holder
such as a corporation, tax exempt organization, qualified pension and
profit-sharing trust, individual retirement account or nonresident alien who
provides certification as to status as a nonresident) will be required to
provide, under penalty of perjury, a certificate containing the holder's
name, address, correct federal taxpayer identification number and a statement
that the holder is not subject to Back-up withholding. Should a nonexempt
Noteholder fail to provide the required certification, the Trust will be
required to withhold 31% of the amount otherwise payable to the holder, and
remit the withheld amount to the IRS as a credit against the holder's federal
income tax liability.

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FOREIGN HOLDERS. Interest payments made (or accrued) to a Noteholder
who is a nonresident alien, foreign corporation or other non-U. S. person (a
"FOREIGN PERSON") generally will be considered "PORTFOLIO INTEREST," and
generally will not be subject to United States federal income tax and
withholding tax, if the interest is not effectively connected with the
conduct of a trade or business within the United States by the foreign person
and the foreign person (i) is not actually or constructively a "10 PERCENT
SHAREHOLDER" of the Trust (including a holder of 10% of the outstanding
Certificates) or a "CONTROLLED FOREIGN CORPORATION" with respect to which the
Trust is a "RELATED PERSON" within the meaning of the Code and (ii) provides
the Owner Trustee or other person who is otherwise required to withhold U.S.
tax with respect to the Notes with an appropriate statement (on Form W-8),
signed under penalties of perjury, certifying that the beneficial owner of
the Note is a foreign person and providing the foreign person's name and
address. If a Note is held through a securities clearing organization or
certain other financial institutions, the organization or institution may
provide the relevant signed statement to the withholding agent; in that case,
however, the signed statement must be accompanied by a Form W-8 or substitute
form provided by the foreign person that owns the Note. If such interest is
not portfolio interest, then it will be subject to United States federal
income and withholding tax at a rate of 30 percent, unless reduced or
eliminated pursuant to an applicable tax treaty.

Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a foreign person will be exempt from United
States federal income and withholding tax, provided that (i) such gain is not
effectively connected with the conduct of a trade or business in the United
States by the foreign person and (ii) in the case of an individual foreign
person, the foreign person is not present in the United States for 183 days
or more in the taxable year.

POSSIBLE ALTERNATIVE TREATMENTS OF THE NOTES. If, contrary to the
opinion of Federal Tax Counsel, the IRS successfully asserted that one or
more of the Notes did not represent debt for federal income tax purposes, the
Notes might be treated as equity interests in the Trust. If so treated, the
Trust might be taxable as a corporation with the adverse consequences
described above (and the resulting taxable corporation would not be able to
reduce its taxable income by deductions for interest expense on Notes
recharacterized as equity). Alternatively, it is possible that the Trust
might be treated as a publicly traded partnership that would not be taxable
as a corporation because it would meet certain qualifying income tests.
Nonetheless, treatment of the Notes as equity interests in such a publicly
traded partnership could have adverse tax consequences to certain holders.
For example, income to certain tax-exempt entities (including pension funds)
could constitute "unrelated business taxable income," income to foreign
holders generally would be subject to U.S. tax and U.S. tax return filing and
withholding requirements, individual holders might be subject to certain
limitations on their ability to deduct their share of Trust expenses, and
income from the Trust's assets would be taxable to Noteholders regardless if
cash distributions are made from the Trust.

TAX CONSEQUENCES TO HOLDERS OF CERTIFICATES ISSUED BY AN OWNER TRUST

TREATMENT OF TRUST AS A PARTNERSHIP. The Trust Depositor and the
Servicer will agree, and the related Certificateholders will agree by their
purchase of Certificates, to treat the Trust as a partnership for purposes of
federal and state income tax, franchise tax and any other tax measured in
whole or in part by income, with the assets of the partnership being the
assets held by the Trust, the partners of the partnership being the
Certificateholders, and the Notes being debt of the partnership. However,
the proper characterization of the arrangement involving the Trust, the
Certificates, the Notes, the Trust Depositor and the Servicer is not certain
because there is no authority on transactions closely comparable to that
contemplated herein. The Trust, the Trust Depositor, and the
Certificateholders will take all necessary actions, if any, and refrain from
taking any inconsistent actions, so as to ensure that the Trust will be
treated as a partnership under the final Treasury Regulations which allow an
entity to elect status as a partnership (the "CHECK THE BOX" regulations).

A variety of alternative characterizations are possible. For example,
because the Certificates have certain features characteristic of debt, the
Certificates might be considered debt of the Trust Depositor or the Trust.
Any such characterization should not result in materially adverse tax
consequences to Certificateholders as compared to the consequences from
treatment of the Certificates as equity in a partnership, described below.
The following discussion assumes that the Certificates represent equity
interests in a partnership and that all payments on the Certificates are
denominated in U.S. dollars.

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PARTNERSHIP TAXATION. As a partnership, the Trust will not be subject
to federal income tax. Rather, each Certificateholder will be required to
separately take into account such holder's allocated share of income, gains,
losses, deductions and credits of the Trust. The Trust's income will consist
primarily of interest and finance charges earned on the related Contacts
(including appropriate adjustments for market discount, OID and bond premium)
and any gain upon collection or disposition of such Contracts. The Trust's
deductions will consist primarily of interest accruing with respect to the
Notes, servicing and other fees, and losses or deductions upon collection or
disposition of Contracts.

The tax items of a partnership are allocable to the partners in
accordance with the Code, Treasury regulations and the partnership agreement
(I.E., the Trust Agreement and related documents). The Trust Agreement will
provide, in general, that the Certificateholders will be allocated taxable
income of the Trust for each month equal to the sum of (i) the interest that
accrues on the Certificates in accordance with their terms for such month,
including interest accruing at the Pass-Through Rate for such month and
interest on amounts previously due on the Certificates but not yet
distributed; (ii) any Trust income attributable to discount on the related
Contracts that corresponds to any excess of the principal amount of the
Certificates over their initial issue price; (iii) prepayment premium payable
to the Certificateholders for such month; and (iv) any other amounts of
income payable to the Certificateholders for such month. Such allocation
will be reduced by any amortization by the Trust of premium on Contracts that
corresponds to any excess of the issue price of Certificates over their
principal amount. All remaining taxable income of the Trust will be
allocated to the Trust Depositor. Based on the economic arrangement of the
parties, this approach for allocating Trust income should be permissible
under applicable Treasury regulations, although no assurance can be given
that the IRS would not require a greater amount of income to be allocated to
Certificateholders. Moreover, even under the foregoing method of allocation,
Certificateholders may be allocated income equal to the entire Pass-Through
Rate plus the other items described above, even though the Trust might not
have sufficient cash to make current cash distributions of such amount.
Thus, cash basis holders will in effect be required to report income from the
Certificates on the accrual basis and Certificateholders may become liable
for taxes on Trust income even if they have not received cash from the Trust
to pay such taxes. In addition, because tax allocations and tax reporting
will be done on a uniform basis for all Certificateholders but
Certificateholders may be purchasing Certificates at different times and at
different prices, Certificateholders may be required to report on their tax
returns taxable income that is greater or less than the amount reported to
them by the Trust.

All of the taxable income allocated to a Certificateholder that is a
tax-exempt entity (including an individual retirement account) will
constitute "UNRELATED BUSINESS TAXABLE INCOME" generally taxable to such a
holder under the Code.

With respect to any Certificateholder who is an individual, an
individual taxpayer's share of expenses of the Trust (including fees to the
Servicer but not interest expense) would be miscellaneous itemized
deductions. Such deductions might be disallowed to the individual in whole
or in part and might result in such holder being taxed on an amount of income
that exceeds the amount of cash actually distributed to such holder over the
life of the Trust.

The Trust will make all tax calculations relating to income and
allocations to Certificateholders on an aggregate basis. If the IRS were to
require that such calculations be made separately for each Contract, the
Trust might be required to incur additional expense but it is believed that
there would not be a material adverse effect on Certificateholders.

DISCOUNT AND PREMIUM. It is believed that the Contracts will not be
issued with OID, and, therefore, the Trust should not have OID income.
However, the purchase price paid by the Trust for the related Contracts may
be greater or less than the remaining principal balance of the Contracts at
the time of purchase. If so, the Contracts will have been acquired at a
premium or discount, as the case may be. As indicated above, the Trust will
make this calculation on an aggregate basis, but might be required to
recompute it on a Contract-by-Contract basis.

If the Trust acquires the Contracts at a market discount or premium, it
will elect to include any such discount in income currently as it accrues over
the life of such Contracts or to offset any such premium against

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interest income on such Contracts. As indicated above, a portion of such
market discount income or premium deduction may be allocated to
Certificateholders.

DISTRIBUTIONS TO CERTIFICATEHOLDERS. Certificateholders generally will
not recognize gain or loss with respect to distributions from the Trust. A
Certificateholder will recognize gain, however, to the extent that any money
distributed exceeds the Certificateholder's adjusted basis in the
Certificates (as described below "DISPOSITION OF CERTIFICATES") immediately
before the distribution. A Certificateholder will recognize loss upon the
termination of the Trust or termination of the Certificateholder's interest
in the Trust if the Trust only distributes money to the Certificateholder and
the amount distributed is less than the Certificateholder's adjusted basis in
the Certificates. Any gain or loss will generally be long-term gain or loss
if the holding period of the Certificate is more than one year.

SECTION 708 TERMINATION. Under Section 708 of the Code, the Trust will
be deemed to terminate for federal income tax purposes if 50% or more of the
capital and profits interests in the Trust are sold or exchanged within a
12-month period. Under current regulations, if such a termination occurs,
the Trust will be considered to distribute its assets to the partners, who
would then be treated as recontributing those assets to the Trust, as a new
partnership. Such deemed distribution may cause the realization of income
depending on the Certificateholder's basis in its Certificate. In addition,
the holding period of the Certificate will start anew. Under proposed
regulations, which will be effective for terminations on or after the date
the final regulations are published in the Federal Register, the partnership
on a termination will be treated as transferring all its assets and
liabilities to a new partnership in exchange for an interest in the new
partnership and immediately thereafter the terminated partnership will be
treated as distributing the new partnership interest to the partners in
liquidation of the terminated partnership. Such termination under the new
regulations should not cause income to be realized. The Trust will not
comply with certain technical requirements that might apply when such a
constructive termination occurs. As a result, the Trust may be subject to
certain tax penalties and may incur additional expenses if it is required to
comply with those requirements. Furthermore, the Trust might not be able to
comply due to lack of data.

DISPOSITION OF CERTIFICATES. Generally, capital gain or loss will be
recognized on a sale of Certificates in an amount equal to the difference
between the amount realized and the Trust Depositor's tax basis in the
Certificates sold. A Certificateholder's tax basis in a Certificate will
generally equal the holder's cost increased by the holder's share of Trust
income (that was includible in the Certificateholder's income) and decreased
by any distributions received with respect to such Certificate. In addition,
both the tax basis in the Certificates and the amount realized on a sale of a
Certificate would include the holder's share of the Notes and other
liabilities of the Trust. A holder acquiring Certificates at different
prices may be required to maintain a single aggregate adjusted tax basis in
such Certificates, and, upon sale or other disposition of some of the
Certificates, allocate a portion of such aggregate tax basis to the
Certificates sold (rather than maintaining a separate tax basis in each
Certificate for purposes of computing gain or loss on a sale of that
Certificate).

Any gain on the sale of a Certificate attributable to the holder's share
of unrecognized accrued market discount on the related Contracts would
generally be treated as ordinary income to the holder and would give rise to
special tax reporting requirements. The Trust does not expect to have any
other assets that would give rise to such special reporting requirements.
Thus, to avoid those special reporting requirements, the Trust will elect to
include market discount in income as it accrues.

If a Certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the Certificates that exceeds the aggregate
cash distributions with respect thereto, such excess will generally give rise
to a capital loss upon the retirement of the Certificates.

ALLOCATIONS BETWEEN TRANSFERORS AND TRANSFEREES. In general, the Trust's
taxable income and losses will be determined monthly and the tax items for a
particular calendar month will be apportioned among the Certificateholders in
proportion to the principal amount of Certificates owned by them as of the close
of the last day

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of such month. As a result, a holder purchasing Certificates may be
allocated tax items (which will affect its tax liability and tax basis)
attributable to periods before the actual transaction.

The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or
losses of the Trust might be reallocated among the Certificateholders. The
Trust Depositor will be authorized to revise the Trust's method of allocation
between transferors and transferees to conform to a method permitted by
future regulations.

SECTION 754 ELECTION. In the event that a Certificateholder sells its
Certificates at a profit (loss), the purchasing Certificateholder will have a
higher (lower) basis in the Certificates than the selling Certificateholder
had. The tax basis of the Trust's assets will not be adjusted to reflect that
higher (or lower) basis unless the Trust were to file an election under
Section 754 of the Code. In order to avoid the administrative complexities
that would be involved in keeping accurate accounting records, as well as
potentially onerous information reporting requirements, the Trust will not
make such election. As a result, Certificateholders might be allocated a
greater or lesser amount of Trust income than would be appropriate based on
their own purchase price for Certificates.

ADMINISTRATIVE MATTERS. The Trustee is required to keep or have kept
complete and accurate books of the Trust. Such books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year
of the Trust will be the calendar year. The Trustee will file a partnership
information return (IRS Form 1065) with the IRS for each taxable year of the
Trust and will report each Certificateholder's allocable share of items of
Trust income and expense to holders and the IRS on Schedule K-1. The Trust
will provide the Schedule K-1 information to nominees that fail to provide
the Trust with the information statement described below and such nominees
will be required to forward such information to the beneficial owners of the
Certificates. Generally, holders must file tax returns that are consistent
with the information return filed by the Trust or be subject to penalties
unless the holder notifies the IRS of all such inconsistencies.

Under Section 6031 of the Code, any person that holds Certificates as a
nominee at any time during a calendar year is required to furnish the Trust
with a statement containing certain information on the nominee, the
beneficial owners and the Certificates so held. Such information includes
(i) the name, address and taxpayer identification number of the nominee and
(ii) as to each beneficial owner (a) the name, address and identification
number of such person, (b) whether such person is a United States person, a
tax-exempt entity, a foreign government or an international organization, or
any wholly owned agency or instrumentality of either of the foregoing, and
(c) certain information on Certificates that were held, bought or sold on
behalf of such person throughout the year. In addition, brokers and
financial institutions that hold Certificates through a nominee are required
to furnish directly to the Trust information as to themselves and their
ownership of Certificates. A clearing agency registered under Section 17A of
the Exchange Act is not required to furnish any such information statement to
the Trust. The information referred to above for any calendar year must be
furnished to the Trust on or before the following January 31. Nominees,
brokers and financial institutions that fail to provide the Trust with the
information described above may be subject to penalties.

The Trust Depositor will be designated as the tax matters partner for
the Trust in the Trust Agreement and, as such, will be responsible for
representing the Certificateholders in any dispute with the IRS. The Code
provides for administrative examination of a partnership as if the
partnership were a separate and distinct taxpayer. Generally, the statute of
limitations for partnership items does not expire before three years after
the date on which the partnership information return is filed. Any adverse
determination following an audit of the return of the Trust by the
appropriate taxing authorities could result in an adjustment of the returns
of the Certificateholders, and, under certain circumstances, a
Certificateholder may be precluded from separately litigating a proposed
adjustment to the items of the Trust. An adjustment could also result in an
audit of a Certificateholder's returns and adjustments of items not related
to the income and losses of the Trust.

BACK-UP WITHHOLDING. Distributions made on the Certificates and
proceeds from the sale of the Certificates will be subject to a "BACK-UP"
withholding tax of 31% if, in general, the Certificateholder fails to comply
with certain identification procedures, unless the holder is an exempt
recipient under applicable provisions of the Code.

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TAX CONSEQUENCES TO FOREIGN CERTIFICATEHOLDERS. It is not clear whether
the Trust would be considered to be engaged in a trade or business in the United
States for purposes of federal withholding taxes with respect to non-U.S.
persons because there is no clear authority dealing with that issue under facts
substantially similar to those described herein. Nevertheless, the Trust will
withhold as if it were so engaged in order to protect the Trust from possible
adverse consequences of a failure to withhold. The Trust expects to withhold on
the portion of its taxable income that is allocable to foreign
Certificateholders pursuant to Section 1446 of the Code, as if such income were
effectively connected to a U.S. trade or business, at a rate of 35% for foreign
holders that are taxable as corporations and 39.6% for all other foreign
holders. Subsequent adoption of Treasury regulations or the issuance of other
administrative pronouncements may require the Trust to change its withholding
procedures. In determining a holder's withholding status, the Trust may
generally rely on IRS Form W-8, IRS Form W-9 or the holder's certification of
nonforeign status signed under penalties of perjury.

Each foreign holder might be required to file a U.S. individual or
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the Trust's income. Each foreign holder must
obtain a taxpayer identification number from the IRS and submit that number to
the Trust on Form W-8 in order to assure appropriate crediting of the taxes
withheld. A foreign holder generally would be entitled to file with the IRS a
claim for refund with respect to taxes withheld by the Trust, taking the
position that no taxes were due because the Trust was not engaged in a U.S.
trade or business (although no assurance can be given as to the prospects for
success of the refund claim). However, even if such a position is successful
interest payments made (or accrued) to a Certificateholder who is a foreign
person may be considered to be guaranteed payments, but only to the extent such
payments are determined without regard to the income of the Trust. It is
unclear whether the IRS would agree with that characterization. If these
interest payments are properly characterized as guaranteed payments, then the
interest will not constitute "PORTFOLIO INTEREST." As a result,
Certificateholders will be subject to 30 percent U.S. withholding tax, unless
reduced or eliminated pursuant to an applicable treaty. In such case, a foreign
holder would only be entitled to claim a refund for that portion of the taxes in
excess of the taxes that should be withheld with respect to the guaranteed
payments.

GRANTOR TRUSTS

TAX CHARACTERIZATION OF GRANTOR TRUSTS

Federal Tax Counsel will deliver its opinion that a Trust characterized as
a Grantor Trust will be classified as a grantor trust and not as an association
taxable as a corporation. Subject to the discussion below under "STRIPPED BOND
TREATMENT", each Certificateholder will be treated for federal income tax
purposes as the owner of a pro rata undivided interest in the income and assets
of the Trust, as described below.

GENERAL

For federal income tax purposes, the Trust will be deemed to have acquired
the following assets: (i) the principal portion of each Contract, plus a portion
of the interest due on each Contract (the "TRUST STRIPPED BONDS"), (ii) the
portion of the interest due on each such Contract not allocable to the Trust
Stripped Bonds or retained by the Seller (the "TRUST STRIPPED COUPONS"),
(iii) the proceeds of certain insurance policies on the motorcycles, (iv) rights
under the Trust Deposit Agreement and (v) rights under the Security Agreement in
favor of the Trust securing the Trust Depositor's obligation to purchase
Subsequent Contracts and deliver them to the Trust. Although the Trust will
have certain rights with respect to the Reserve Fund, the Pre-Funding Account
and the Interest Reserve Account, such accounts are not assets of the Trust.

Each Certificateholder will have a taxable event when an asset of the Trust
(including any Contract) is disposed of (whether by sale, exchange, redemption
or payment at maturity) or when the Certificateholder's Certificate is redeemed
or sold. A Certificateholder must allocate the cost of its Certificates among
its allocable share of the assets of the Trust, including the Contracts (in
accordance with the proportion of the relative fair market

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values of such assets as of the date such Certificateholder acquired its
Certificate) in order to determine its initial tax basis for its pro rata
portion of each asset held by the Trust, including the Contracts. For this
purpose, a Certificateholder may treat the Trust's rights in the security
interests, the individual insurance contracts on the motorcycles, and other
rights the Trust may have which provide credit enhancement as part of the
Contracts such that no separate allocation of the Certificate cost and
determination of basis must be made to these rights. Such tax basis is
adjusted upward by the amount of original issue discount ("OID"), if
applicable (see the discussion below under "STRIPPED BOND TREATMENT", and
downward by the amount of all payments previously received by such
Certificateholder (assuming OID treatment applies) under "STRIPPED BOND
TREATMENT" below.

The Trust Stripped Bonds will be treated as "STRIPPED BONDS" and the Trust
Stripped Coupons will be treated as "STRIPPED COUPONS," both within the meaning
of Section 1286 of the Code.

INCOME OF HOLDERS OF CERTIFICATES ISSUED BY A GRANTOR TRUST

Subject to the discussion below under "STRIPPED BOND TREATMENT", each
Certificateholder will be required to report on its federal income tax return,
in a manner consistent with its method of accounting, its pro rata allocable
share of the entire gross income of the Trust, including interest or finance
charges earned on the Contracts, and any gain or loss upon collection or
disposition of the Contracts. In computing its federal income tax liability, a
Certificateholder will be entitled to deduct, consistent with its method of
accounting, its pro rata allocable share of reasonable fees payable to the
Servicer that are paid or incurred by the Trust as provided in Sections 162 or
212 of the Code. If a Certificateholder is an individual, estate or trust, the
deduction for its pro rata share of such fees will be allowed only to the extent
that all of its miscellaneous itemized deductions, including its share of such
fees, exceed 2% of its adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual taxpayer whose adjusted gross income exceeds a specified amount will
be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross
income over such amount, or (ii) 80% of the amount of itemized deductions
otherwise allowable for such year. As a result, such investors holding
Certificates, directly or indirectly through a pass-through entity, may have
aggregate taxable income in excess of the aggregate amount of cash received on
such Certificates with respect to interest at the related Pass-Through Rate on
such Certificates.

STRIPPED BOND TREATMENT

Although the federal income tax treatment of stripped bonds is not entirely
clear, since only limited regulations have been issued by the IRS, based on
guidance by the IRS it is believed that the Contracts should be treated as
"STRIPPED BONDS" and the interest thereon payable to the Certificateholders as
"STRIPPED COUPONS." The Contracts would, therefore, be treated as subject to
the OID provisions and stripped bond provisions of the Code. Each
Certificateholder would be treated as owning stripped bonds (represented by its
portion of the Class A Percentage or Class B Percentage of principal payments on
each Contract) and stripped coupons (equal to that Certificateholder's
proportionate part of the interest on the Trust Stripped Bonds). Furthermore,
each Class B Certificateholder will own a proportionate part of the stripped
coupons represented by the Trust Stripped Coupons. Each stripped bond and
coupon should generally be treated as a single debt instrument. As a result of
this characterization, each Certificateholder will be allocated interest from
the Contracts equal to its respective share of the Class A Pass-Through Rate or
the Class B Pass-Through Rate and principal on the Contracts equal to its Class
A Percentage or Class B Percentage of such principal.

In general, under the stripped bond and OID provisions of the Code, each
initial Certificateholder would report OID (other than certain de minimis
amounts) in each taxable year computed on a constant yield method based on the
yield to maturity of the Contracts held by the Trust. Such yield would be
computed with respect to each Certificateholder by taking into account such
Certificateholder's purchase price for its interest in the Contracts and the
payments to be made in respect of the Certificateholder's interest in such
Contracts. Thus, it is believed that the effect of the stripped bond rules and
the OID provisions would be to treat each Contract as a bond originally issued
on the date it is purchased (I.E., the date that a holder purchases its
Certificate), and having OID equal to the excess of (a) the Certificateholder's
share of the sum of all payments that are part of each Contract over (b) the
portion of

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the Certificateholder's purchase price for the Certificate that is properly
allocable to each Contract. As a consequence, each Certificateholder,
regardless of its method of tax accounting, would be required to include in
its ordinary gross income the sum of the "DAILY PORTIONS" of the OID
determined with respect to such Certificateholder's pro rata interest in such
Contracts for all days during the taxable year on which the Certificateholder
owns the Certificate.

The method of calculating yield to maturity is not clear, and in particular
it is not clear under the Code whether prepayments on the underlying Contracts
should be taken into account in determining such yield.

Based on the preamble to certain stripped bond regulations, although the
matter is not entirely clear, the interest income on the Class A Certificates
and the Class B Certificates and the portion of the Monthly Servicing Fee
allocable to each such Certificate may be treated, in whole or in part, as so-
called "QUALIFIED STATED INTEREST." In that case, the income reportable by the
initial holder of a Certificate in each monthly accrual period under the OID
provisions should be approximately the same as its pro rata share of the
aggregate interest accruing with respect to the Certificate in accordance with
its terms, plus the Certificate's pro rata share of the portion of the Monthly
Servicing Fee and any allocable fees and expenses.

Under the foregoing analysis, the bond premium and market discount rules of
the Code would not apply to the initial holder of a Certificate.

The OID provisions of the Code and the regulations thereunder are complex,
are unclear in many respects, and do not address many issues raised by the
Contracts. Moreover, only limited guidance has been issued with respect to
stripped bonds and final regulations under the stripped bond provisions of the
Code may provide for different treatment, perhaps with retroactive effect.
Holders of Certificates issued by a Grantor Trust should consult their tax
advisors to determine the proper method of reporting taxable income from the
Certificates.

SALE OF CERTIFICATE

If a Certificate is sold, gain or loss will be recognized equal to the
difference between the amount realized on the sale allocable to each of the
Contracts and the Certificateholder's adjusted basis in each of the Contracts.
A Certificateholder's adjusted basis will equal the Certificateholder's cost for
the Certificate, increased by any OID previously included in income, and
decreased by the amount of payments previously received on the Contracts,
however denominated (other than qualified stated interest payments). Any gain
or loss will be capital gain or loss if the Certificate was held as a capital
asset. A capital gain or loss will be long-term or short-term depending on
whether or not the Certificates have been owned for more than one year.

FOREIGN CERTIFICATEHOLDERS

Income attributable to Contracts which is received by a foreign
Certificateholder will generally not be subject to the normal 30% withholding
tax imposed with respect to such payments, provided that (i) the foreign
Certificateholder does not own, directly or indirectly, 10% or more of, and is
not a controlled foreign corporation related to , the Seller and (ii) such
holder fulfills certain certification requirements. Under such requirements,
the holder must certify, under penalty of perjury, that it is not a "UNITED
STATES PERSON" and provide its name and address on Form W-8. For this purpose,
"UNITED STATES PERSON" generally means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof or an
estate or trust the income of which is includable in gross income for United
States federal income tax purposes, regardless of its source or which is subject
to the supervision or authority of a U.S. court or U.S. fiduciary. Gain
realized upon the sale of a Certificate by a foreign Certificateholder generally
will not be subject to United States withholding tax. If, however, such
interest or gain is effectively connected to the conduct of a trade or business
within the United States by such foreign Certificateholder (or in the case of
gain the Certificateholder is an individual who is present in the United States
for a total of 183 days or more during the taxable year in which such gain is
realized), such holder will be subject to United States federal income tax
thereon at either the regular rates or a special 30% withholding tax rate.
Potential investors who are not United States

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persons should consult their own tax advisors regarding the specific tax
consequences to them of owning a Certificate issued by a Grantor Trust.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Trustee will furnish or make available, within the prescribed period of
time for tax reporting purposes after the end of each calendar year, to each
Certificateholder or each person holding a Certificate on behalf of a
Certificateholder at any time during such year, such information as the Trustee
deems necessary or desirable to assist Certificateholders in preparing their
federal income tax returns. Payments made on the Certificates and proceeds from
the sale of the Certificates will not be subject to a "BACKUP" withholding tax
of 31% unless, in general, a Certificateholder fails to comply with certain
reporting procedures and is not an exempt recipient under applicable provisions
of the Code.

MASTER TRUSTS

CHARACTERIZATION OF CERTIFICATES ISSUED BY A MASTER TRUST AS INDEBTEDNESS

The Trust Depositor, the Servicer and each Certificateholder will express
in the Pooling and Servicing Agreement with respect to a Master Trust the intent
that, for federal, state and local income and franchise tax purposes, the
Certificates are intended to be indebtedness secured by the Contracts. The
Trust Depositor, by initially entering into, and the Servicer, by accepting the
assignment of, the Pooling and Servicing Agreement, and each Certificateholder,
by acquiring an interest in a Certificate, will agree to treat the Certificates
as indebtedness for federal, state and local income and franchise tax purposes.
However, because different criteria may be used in determining the non-tax
accounting treatment of the transaction, the Trust Depositor may treat the
Pooling and Servicing Agreement, for financial accounting purposes and certain
other non-tax purposes, as effecting a transfer of an ownership interest in the
Contracts and not as creating a debt obligation.

In general, whether for federal income tax purposes a transaction
constitutes a sale of property or a loan, the repayment of which is secured by
the property, is a question of fact, the resolution of which is based upon the
economic substance of the transaction rather than its form or the manner in
which it is labeled. While the IRS and the courts have set forth several
factors to be taken into account in determining whether the substance of a
transaction is a sale of property or a secured indebtedness for federal income
tax purposes, the primary factor in making this determination is whether the
transferee has assumed the risk of loss or other economic burdens relating to
the property and has obtained the benefits of ownership thereof.

Based upon its analysis of such factors and assuming (i) compliance by all
the parties with respect to the terms and conditions of the operative documents
pertaining to the Master Trust and (ii) that the transaction described in such
documents will be treated for federal income tax purposes in accordance with its
economic substance, Federal Tax Counsel will deliver its opinion that for
federal income tax purposes (A) the Certificates will be characterized as
indebtedness that is secured by the Contracts, (B) the issuance of the
Certificates will not be treated as a sale of the Contracts, and (C) the Trust
will not be subject to federal income tax at the entity level.

Although, in some instances, courts have held that a taxpayer is bound by a
particular form it has chosen for a transaction, even if the substance of the
transaction does not accord with its form, Federal Tax Counsel will conclude
that the rationale of those cases does not apply to the transaction evidenced by
the Certificates, because the form of the transaction, as reflected in the
operative provisions of the documents, either is not inconsistent with the
characterization of the Certificates as debt for federal income tax purposes or
otherwise makes the rationale of those cases inapplicable to this situation.

Except where indicated to the contrary, the following discussion assumes
that the Certificates will be treated as indebtedness for federal income tax
purposes. The following discussion is also based in part upon Treasury
Regulations interpreting the original issue discount ("OID") provisions of the
Code. The OID

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regulations, however, are subject to varying interpretations and do not
address all issues that would affect Certificateholders.

TAXATION OF INTEREST INCOME TO HOLDERS OF CERTIFICATES ISSUED BY A MASTER TRUST

Based upon Federal Tax Counsel's interpretation of (i) the definition of
"QUALIFIED STATED INTEREST" and (ii) other provisions of the OID Code sections
and regulations, it is not expected that any of the Certificates will be issued
with OID (I.E., any excess of the stated redemption price of the Certificates
over their issue price), other than perhaps with a DE MINIMIS amount (I.E., 1/4
of the Certificates stated redemption price at maturity multiplied by the number
of full years to maturity). In such case, the stated interest on each series of
Certificates should be treated as qualified stated interest and will be taxable
as ordinary income for federal income tax purposes when received or accrued in
accordance with a Certificateholder's general method of tax accounting.

OID

If Certificates were issued at a discount from their principal amounts or
if the stated interest was not treated as "QUALIFIED STATED INTEREST," the
Certificates would be treated as having OID. Under the OID regulations
currently in effect, in order to have qualified stated interest, the stated
interest must be "UNCONDITIONALLY PAYABLE" in cash or property at least once
annually. Interest is unconditionally payable only if reasonable legal
remedies exist to compel timely payment or the debt instrument otherwise
provides terms and conditions that make the likelihood of late payment (other
than a late payment that occurs within a reasonable grace period) or nonpayment
a remote contingency. Federal Tax Counsel is expected to conclude that the
likelihood of late payment or nonpayment of the stated interest on the
Certificates should constitute a remote contingency; the IRS, however, may
disagree. In addition, the IRS may take the position that Certificateholders do
not have available default remedies ordinarily available to holders of debt
instruments. In such case, the stated interest on the Certificates would not be
qualified stated interest and the Certificates would be considered to have been
issued with OID.

If the Certificates are in fact issued with a greater than DE MINIMIS
amount of OID or are otherwise treated as having been issued with OID, the
following rules should apply. The excess of the "STATED REDEMPTION PRICE AT
MATURITY" of a Certificate (generally equal to its principal amount as of the
date of issuance plus all interest other than "QUALIFIED STATED INTEREST"
payable prior to or at maturity) over the original issue price (in this case,
the initial offering price at which a substantial amount of the Certificates are
sold to the public) will constitute OID. A Certificateholder must include OID
in income as interest over the term of the Certificate under a constant yield
method. OID must be included in income in advance of the receipt of cash
representing that income. In general, the amount of OID included in income is
the sum of the "DAILY PORTIONS" of the OID with respect to the Certificate for
each day during the taxable year the Certificateholder held the Certificate.
The daily portion generally is determined by allocating to each day in an
accrual period a ratable portion of the OID allocable to such accrual period.
The amount of OID allocable to an accrual period is generally equal to the
difference between (i) the product of the Certificate's adjusted issue price and
its yield to maturity and (ii) the amount of qualified stated interest payments
allocable to such accrual period. The "ADJUSTED ISSUE PRICE" of an OID
Certificate at the beginning of any accrual period is the sum of its issue price
plus the amount of OID allocable to prior accrual periods minus the amount of
prior payments that were not qualified stated interest.

Alternatively, because the payments on the Certificates may be accelerated
by reason of prepayments on the Contracts, OID, other than DE MINIMIS OID, on
the Certificates, if any, may have to be accrued under Code section 1272(a)(6),
which allocates OID to each day in an accrual period by taking the ratable
portion of the excess of (i) the sum of the present value of the remaining
payments on a Certificate as of the close of the accrual period and the payments
made during the accrual period that were included in stated redemption price at
maturity, over (ii) the adjusted issue price of the Certificate at the beginning
of the accrual period. No regulations have been issued under Code section
1272(a)(6) so it is not clear if such section would apply to the Certificates if
they are treated as having OID. Accordingly, each Certificateholder should
consult its own tax advisor regarding the impact of the OID rules if the
Certificates are issued with OID.

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A holder of a Certificate issued with DE MINIMIS OID must include such OID
in income proportionately as principal payments are made on such Certificate.

ACQUISITION PREMIUM

A holder that purchases a Certificate for an amount less than or equal to
the sum of all amounts payable on the Certificate after the purchase date other
than payments of qualified stated interest but in excess of its adjusted issue
price (any such excess being "ACQUISITION PREMIUM") and that does not make the
election described below under "ELECTION TO TREAT ALL INTEREST AS ORIGINAL ISSUE
DISCOUNT" is permitted to reduce the daily portions of OID, if any, by a
fraction, the numerator of which is the excess of the holder's adjusted basis in
the Certificate immediately after its purchase over the adjusted issue price of
the Certificate, and the denominator of which is the excess of the sum of all
amounts payable on the Certificate after the purchase date, other than payments
of qualified stated interest, over the Certificate's adjusted issue price.
Proposed regulations have been issued which, if finalized in present form, could
alter the treatment of acquisition premium.

MARKET DISCOUNT

Whether or not the Certificates are issued with OID, a subsequent purchaser
(I.E., a purchaser who acquires a Certificate not at the time of original issue)
of a Certificate at a discount will be subject to the "MARKET DISCOUNT RULES" of
section 1276 of the Code. In general, these rules provide that if the holder of
a Certificate purchases the Certificate at a market discount (I.E., a discount
from its original issue price plus any accrued OID that exceeds a DE MINIMIS
amount specified in the Code) and thereafter recognizes gain upon a disposition,
the lesser of (i) such gain or (ii) the accrued market discount will be taxed as
ordinary income. Generally, the accrued market discount will be the total
market discount on the Certificate multiplied by a fraction, the numerator of
which is the number of days the holder held the Certificate and the denominator
of which is the number of days from the date the holder acquired the Certificate
until its maturity date. The holder may elect, however, to determine accrued
market discount under the constant yield method. The adjusted basis of a
Certificate subject to such election will be increased to reflect market
discount included in gross income, thereby reducing any gain or increasing any
loss on a subsequent sale or taxable disposition. Holders should consult with
their own tax advisors as to the effect of making this election.

Limitations imposed by the Code which are intended to match deductions with
the taxation of income will defer deductions for interest on indebtedness
incurred or continued, or short-sale expenses incurred, to purchase or carry a
Certificate with accrued market discount. A Certificateholder who elects to
include market discount in gross income as it accrues, however, is exempt from
this rule.

AMORTIZABLE BOND PREMIUM

In general, if a subsequent purchaser acquires a Certificate at a premium
(I.E., an amount in excess of the amount payable upon the maturity thereof),
such Certificateholder will be considered to have purchased the Certificate with
"AMORTIZABLE BOND PREMIUM" equal to the amount of such excess. A
Certificateholder may elect to deduct the amortizable bond premium as it accrues
under a constant yield method over the remaining term of the Certificate. Under
proposed regulations, if finalized, accrued amortized bond premium may only be
used as an offset against qualified stated interest income when such income is
included in the holder's gross income under the holder's normal accounting
system.

ELECTION TO TREAT ALL INTEREST AS ORIGINAL ISSUE DISCOUNT

A holder may elect to include in gross income all interest that accrues on
a Certificate using the constant yield method described above under the heading
"OID," with modifications described below. For purposes of this election,
interest includes stated interest, OID, DE MINIMIS OID, market discount, DE
MINIMIS market discount and unstated interest, as adjusted by any amortizable
bond premium or acquisition premium. In applying the constant yield method to a
Certificate with respect to which this election has been made, the issue price
of the Certificate will equal the electing holder's adjusted basis in the
Certificate immediately after its acquisition, the issue date of the

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Certificate will be the date of its acquisition by the electing holder, and
no payments on the Certificate will be treated as payments of qualified
stated interest. This election, if made, may not be revoked without the
consent of the IRS. Holders should consult with their own tax advisors as to
the effect of making this election in light of their individual circumstances.

DISPOSITION OF CERTIFICATES

Generally, capital gain or loss will be recognized on a sale or other
taxable disposition of Certificates in an amount equal to the difference between
the amount realized (other than amounts attributable to, and taxable as, accrued
interest) and the seller's tax basis in the Certificates. A Certificateholder's
tax basis in a Certificate will generally equal his cost increased by any OID,
market discount, and gain previously included by such Certificateholder in
income with respect to the Certificate and decreased by any bond premium
previously amortized and any principal payments previously received by such
Certificateholder with respect to the Certificate. Subject to the market
discount rules of the Code, any such gain or loss will be capital gain or loss
if the Certificate was held as a capital asset. Capital gain or loss will be
long-term if the Certificate was held by the holder for more than one year and
otherwise will be short-term. Any capital losses realized generally may only be
used to offset capital gains.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Trustee will be required to report annually to the IRS, and to each
Certificateholder, the amount of interest paid on the Certificates (and the
amount withheld for federal income taxes, if any) for each calendar year, except
as to exempt recipients (generally, corporations, tax-exempt organizations,
qualified pension and profit-sharing trusts, individual retirement accounts, or
nonresident aliens who provide certification as to their status). Each holder
(other than holders who are not subject to the reporting requirements) will be
required to provide, under penalties of perjury, a certificate (generally Form
W-9) containing the holder's name, address, correct federal taxpayer
identification number and a statement that the holder is not subject to backup
withholding. Should a non-exempt Certificateholder fail to provide the required
certification, the Trustee will be required to withhold (or cause to be
withheld) 31% of the interest otherwise payable to the holder, and remit the
withheld amounts to the IRS as a credit against the holder's federal income tax
liability.

TAX CONSEQUENCES TO FOREIGN INVESTORS

Based upon Federal Tax Counsel's opinion that the Certificates will be
treated as indebtedness for federal income tax purposes, the following
information describes the general U.S. federal income tax treatment of investors
that are not U.S. persons (each a "FOREIGN PERSON"). The term "FOREIGN PERSON"
generally means any person other than (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity organized in or under
the laws of the United States or any political subdivision thereof or (iii) an
estate or trust the income of which is includible in gross income for U.S.
federal income tax purposes, regardless of its source or which is subject to the
supervision or authority of a U.S. court or U.S. fiduciary.

(a) Interest paid or accrued to a Foreign Person that is not
effectively connected with the conduct of a trade or business within the
United States by the Foreign Person, will generally be considered
"PORTFOLIO INTEREST" and generally will not be subject to United States
federal income tax and withholding tax, as long as the Foreign Person (i)
is not actually or constructively a "10 PERCENT SHAREHOLDER" of the Trust
Depositor or a "CONTROLLED FOREIGN CORPORATION" with respect to which the
Trust Depositor is a "RELATED PERSON" within the meaning of the Code, and
(ii) provides an appropriate statement (Form W-8) signed under penalties of
perjury, certifying that the beneficial owner of the Certificate is a
Foreign Person and providing that Foreign Person's name and address. If
the information provided in this statement changes, the Foreign Person must
so inform the Trustee within 30 days of such change. The statement
generally must be provided in the year a payment occurs or in either of the
two preceding years. If such interest were not portfolio interest, then it
would be subject to United States federal income and withholding tax at a
rate of 30% unless reduced or eliminated pursuant to an applicable income
tax treaty.

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To qualify for any reduction as the result of an income tax treaty, the
Foreign Person must provide the Trustee with Form 1001.

(b) Any capital gain realized on the sale or other taxable
disposition of a Certificate by a Foreign Person will be exempt from United
States federal income and withholding tax, PROVIDED that (i) the gain is
not effectively connected with the conduct of a trade or business in the
United States by the Foreign Person, and (ii) in the case of an individual
Foreign Person, the Foreign Person is not present in the United States for
183 days or more in the taxable year.

(c) If the interest, gain or income on a Certificate held by a
Foreign Person is effectively connected with the conduct of a trade or
business in the United States by the Foreign Person, the holder (although
exempt from the withholding tax previously discussed if an appropriate
statement (Form 4224) is furnished) generally will be subject to United
States federal income tax on the interest, gain or income at regular
federal income tax rates. If an individual nonresident alien is present in
the United States for 183 days during the year such gain may be taxed at a
special 30% withholding rate. In addition, if the Foreign Person is a
foreign corporation, it may be subject to a branch profits tax equal to 30%
of its "EFFECTIVELY CONNECTED EARNINGS AND PROFITS" within the meaning of
the Code for the taxable year, as adjusted for certain items, unless it
qualifies for a lower rate under an applicable tax treaty.

OTHER POSSIBLE CHARACTERIZATION OF THE POOLING AND SERVICING AGREEMENT

Although, as discussed above, Federal Tax Counsel will deliver its opinion
that the Certificates will be characterized as indebtedness for federal income
tax purposes, the IRS may take a contrary position. If the IRS were to contend
successfully that the Certificates, or certificates of any other outstanding
series, were not debt for federal income tax purposes, the arrangement among the
Certificateholders, the Trust Depositor, and certificateholders of other Series,
if any, might be classified for federal income tax purposes as an association
taxable as a corporation or as a partnership. A partnership is generally not
subject to an entity level tax for federal income tax purposes, while an
association or corporation is subject to an entity level tax.

If the Certificates were treated as interests in a partnership, an argument
may be made that such a partnership should not constitute a publicly traded
partnership which is taxed as a corporation because it qualifies for the passive
income exception of Section 7704(c) of the Code. Under this exception, a
partnership which derives more than 90% of its annual gross income from certain
passive sources, such as interest, is not treated as a publicly traded
partnership taxable as a corporation. This exception, however, is not available
if the interest income is derived from a financial business. Because no
authorities have been issued which define a financial business, it is not clear
if the Trust would qualify for this exception.

Assuming the Trust would otherwise qualify as a partnership which is not a
publicly traded partnership taxable as a corporation, each item of income, gain,
loss, deduction, and credit generated through the ownership of the Contracts by
the partnership would be passed through to the partners, including the
Certificateholders, according to their respective interests therein. Under
current law, the income reportable by Certificateholders as partners in such a
partnership could differ from the income reportable by the Certificateholders as
holders of debt. Generally, such differences are not expected to be material;
however, certain Certificateholders may have adverse tax consequences. For
example, cash basis Certificateholders might be required to report income when
it accrues to the partnership rather than when it is received by the
Certificateholder. All Certificateholders would be taxed on the partnership
income regardless of when distributions are made to the Certificateholders. An
individual Certificateholder's ability to deduct the Certificateholder's share
of partnership expenses would be subject to the 2% miscellaneous itemized
deduction floor. A Foreign Person might be required to file a United States
individual or corporate income tax return, as the case may be, and would be
subject to tax (and withholding at the top marginal rate, currently 35% for
those taxed as corporations and 39.6% for all others) on its share of
partnership income at regular United States rates including, in the case of a
corporation, the branch profits tax. Furthermore, income to certain tax-exempt
entities (including pension funds) could constitute "unrelated business taxable
income."

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If, alternatively, the arrangement created by the Pooling and Servicing
Agreement were treated as either an association taxable as a corporation or a
"PUBLICLY TRADED PARTNERSHIP" taxable as a corporation, the resulting entity
would be subject to federal income taxes at corporate tax rates on its taxable
income generated by ownership of the Contracts. Moreover, distributions by the
entity to all or some of the Classes of Certificateholders would probably not be
deductible in computing the entity's taxable income and all or part of
distributions to Certificateholders would probably be treated as dividends.
Such an entity-level tax could result in reduced distributions to
Certificateholders and the Certificateholders could be liable for a share of
such tax. To the extent distributions on such Certificates were treated as
dividends, a Foreign Person would generally be subject to tax (and withholding)
on the gross amount of such dividends at a rate of 30% unless reduced or
eliminated pursuant to an applicable income tax treaty.

TAX TREATMENT OF A FASIT

The "SMALL BUSINESS JOB PROTECTION ACT OF 1996" (the "ACT") creates a new
type of entity for federal income tax purposes called a "FINANCIAL ASSET
SECURITIZATION INVESTMENT TRUST" or "FASIT" effective on and after September 1,
1997. The Act enables certain arrangements similar to a Trust to elect to be
treated as a FASIT. Under the FASIT provisions of the Act, a FASIT generally
would avoid federal income taxation and could issue securities substantially
similar to the Certificates and Notes, and those securities would be treated as
debt for federal income tax purposes. If so specified in the related Prospectus
Supplement, a Trust may make an election to be treated as a FASIT. The
applicable Pooling and Servicing Agreement or Sale and Servicing Agreement for
such a Trust may contain such terms and provide for the issuance of Notes or
Certificates on such terms and conditions as are permitted for a FASIT. In
addition, upon satisfying certain conditions set forth in the Pooling and
Servicing Agreements or Sale and Servicing Agreements in existence on September
1, 1997, the Seller and Servicer will be permitted to amend any such Pooling and
Servicing Agreements or Sale and Servicing Agreements so as to enable all or a
portion of a Trust to qualify as a FASIT and to permit a FASIT election to be
made with respect thereto, and to make such modifications to a Pooling and
Servicing Agreement or Sale and Servicing Agreement as may be permitted by
reason of the making of such an election. See "DESCRIPTION OF THE POOLING AND
SERVICING AGREEMENTS--AMENDMENT." However, there can be no assurance that the
Seller will or will not cause any permissible FASIT election to be made with
respect to an existing Trust or amend a Pooling and Servicing Agreement or Sale
and Servicing Agreement in connection with any election. In addition, if such
an election is made, it may cause a holder to recognize gain (but not loss) with
respect to any Notes or Certificates held by it, even though Federal Tax Counsel
previously delivered its opinion that the Notes or Certificates will be treated
as debt for federal income tax purposes without regard to the election and the
Notes or Certificates would be treated as debt following the election.
Additionally, any such election and amendments to a Pooling and Servicing
Agreement or Sale and Servicing Agreement may have other tax and non-tax
consequences to Securityholders. Such consequences, together with a detailed
discussion of the tax aspects of a FASIT, will be set forth in the Prospectus
Supplement applicable thereto.

CERTAIN STATE TAX CONSEQUENCES

Because of the differences in state tax laws and their applicability to
different investors, it is not possible to summarize the potential state tax
consequences of holding the Certificates. ACCORDINGLY, PURCHASERS OF
CERTIFICATES OR NOTES SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING THE STATE
TAX CONSEQUENCES OF PURCHASING ANY CERTIFICATES OR NOTES.

* * *

THE FEDERAL AND STATE TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR
GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A NOTEHOLDER'S
OR CERTIFICATE OWNER'S PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX

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CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES AND
CERTIFICATES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX
LAWS.

ERISA CONSIDERATIONS

Section 406 of ERISA and Section 4975 of the Code prohibit a pension,
profit-sharing or other employee benefit plan, as well as individual retirement
accounts and certain types of Keogh Plans (each a "PLAN"), from engaging in
certain transactions with persons that are "PARTIES IN INTEREST" under ERISA or
"DISQUALIFIED PERSONS" under the Code with respect to such Plan. A violation of
these "PROHIBITED TRANSACTION" rules may result in an excise tax or other
penalties and liabilities under ERISA and the Code for such persons.

Certain transactions involving a Trust might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Plan that
purchased Certificates if assets of the Trust were deemed to be assets of the
Plan. Under a regulation issued by the United States Department of Labor (the
"PLAN ASSETS REGULATION"), the assets of a Trust would be treated as assets of a
Plan for the purposes of ERISA and the Code only if the Plan acquired an "EQUITY
INTEREST" in the Trust and none of the exceptions contained in the Plan Assets
Regulation was applicable. An equity interest is defined under the Plan Assets
Regulation as an interest other than an instrument which is treated as
indebtedness under applicable local law and which has no substantial equity
features.

Employee benefit plans that are governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of
ERISA) are not subject to ERISA requirements.

A Plan fiduciary considering the purchase of Securities of a given series
should consult its tax and/or legal advisors regarding whether the assets of the
related Trust would be considered plan assets, the possibility of exemptive
relief from the prohibited transaction rules and other issues and their
potential consequences.

THE NOTES

Unless otherwise specified in the Prospectus Supplement, the Notes of each
series may be purchased by a Plan if the fiduciary of the Plan determines that
the purchase of a Note is consistent with its fiduciary duties and does not
result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

SENIOR CERTIFICATES

Unless otherwise specified in the related Prospectus Supplement, the
following discussion applies only to nonsubordinate Certificates (referred to
herein as "SENIOR CERTIFICATES") issued by a Grantor Trust.

The U.S. Department of Labor has granted to the lead Underwriter named in
the Prospectus Supplement an exemption (the "EXEMPTION") from certain of the
prohibited transaction rules of ERISA with respect to the initial purchase, the
holding and the subsequent resale by Plans of certificates representing
interests in asset-backed pass-through trusts that consist of certain
receivables, loans and other obligations that meet the conditions and
requirements of the Exemption. The contracts covered by the Exemption include
motor vehicle retail installment sales contracts and installment loans such as
the Contracts. The Exemption should apply to the acquisition, holding and
resale of the Senior Certificates by a Plan, provided that certain conditions
(certain of which are described in the related Prospectus Supplement) are met.
It should be noted, however, that in issuing the Exemption the Department may
not have considered interests in pools of the exact nature of some of the
offered Certificates.

Unless otherwise specified in the Prospectus Supplement, the Company
believes that, after the expiration of any applicable Funding Period, the
Exemption will apply to the acquisition and holding by Plans of Senior
Certificates sold by the Underwriter or Underwriters named in the Prospectus
Supplement and that all conditions of the Exemption other than those within the
control of the investors will have been met.

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SUBORDINATE CERTIFICATES

Unless otherwise specified in the Prospectus Supplement, the Certificates
issued by Owner Trusts that also issue Notes and Subordinate Certificates issued
by Grantor Trusts may not be purchased by a Plan or by any entity whose
underlying assets include Plan assets by reason of a Plan's investment in the
entity. By its acceptance of such Certificate, each Certificateholder will be
deemed to have represented and warranted that it is not a Plan.

PLAN OF DISTRIBUTION

On the terms and conditions set forth in an underwriting agreement with
respect to the Notes, if any, of a given series and an underwriting agreement
with respect to the Certificates of such series (collectively, the "UNDERWRITING
AGREEMENTS"), the Trust Depositor will agree to cause the related Trust to sell
to the underwriters named therein and in the related Prospectus Supplement, and
each of such underwriters will severally agree to purchase, the principal amount
of each class of Notes and Certificates, as the case may be, of the related
series set forth in such underwriting agreements and in such Prospectus
Supplement.

In each of the Underwriting Agreements with respect to any given series of
Securities, the several underwriters will agree, subject to the terms and
conditions set forth therein, to purchase all the Notes and Certificates, as the
case may be, described therein which are offered hereby and by the related
Prospectus Supplement if any of such Notes and Certificates, as the case may be,
are purchased.

Each Prospectus Supplement will either (i) set forth the price at which
each class of Notes and Certificates, as the case may be, being offered thereby
will be offered to the public and any concessions that may be offered to certain
broker-dealers participating in the offering of such Notes and Certificates or
(ii) specify that the related Notes and Certificates, as the case may be, are to
be resold by the underwriters in negotiated transactions at varying prices to be
determined at the time of such sale. After the initial public offering of any
such Notes and Certificates, such public offering prices and such concessions
may be changed.

Each Underwriting Agreement will provide that the Trust Depositor will
indemnify the underwriters against certain civil liabilities, including
liabilities under the Securities Act, or contribute to payments the several
underwriters may be required to make in respect thereof.

Each Trust may, from time to time, invest the funds in its Trust Accounts
in Eligible Investments acquired from such underwriters or from the Trust
Depositor.

Pursuant to each Underwriting Agreement with respect to a given series of
Securities, the closing of the sale of any class of Securities subject to such
Underwriting Agreement will be conditioned on the closing of the sale of all
other such classes of Securities of that series.

The place and time of delivery for the Securities in respect of which this
Prospectus is delivered will be set forth in the related Prospectus Supplement.

LEGAL MATTERS

Certain legal matters relating to the Securities of any series will be
passed upon for the related Trust, the Trust Depositor, the Servicer and the
Administrator by Winston & Strawn, Chicago, Illinois, and for the underwriters
for such series by Brown & Wood LLP, New York, New York.

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INDEX OF TERMS

Administration Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Applicable Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3, 30
Base Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Buell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 6
Calculation Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Calculation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-28
CD Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
CD Rate Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . .27
CD Rate Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Certificate Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certificate Distribution Account . . . . . . . . . . . . . . . . . . . . . . .35
Certificate Pool Factor. . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Certificateholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
Collateral Reinvestment Account. . . . . . . . . . . . . . . . . . . . . . .1, 7
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Collection Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Commercial Paper Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
Commercial Paper Rate Determination Date . . . . . . . . . . . . . . . . . . .27
Commercial Paper Rate Security . . . . . . . . . . . . . . . . . . . . . . . .26
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 3
Composite Quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 6
Cutoff Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Definitive Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Definitive Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
DTC Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Eaglemark. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Eaglemark Financial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Early Amortization Event . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Eligible Deposit Account . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Eligible Institution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
FASIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3, 48
Federal Funds Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Federal Funds Rate Determination Date. . . . . . . . . . . . . . . . . . . . .28
Federal Funds Rate Security. . . . . . . . . . . . . . . . . . . . . . . . . .25
Fixed Rate Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

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Floating Rate Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .26
FTC Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
Funding Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
H.15(519). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Harley-Davidson. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Index Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Indirect Participants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Initial Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Initial Cutoff Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Initial Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interest Reset Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Interest Reset Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Investment Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
LIBOR Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
LIBOR Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . .28
LIBOR Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Lien Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Master Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3, 5
Master Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Master Trust New Issuance. . . . . . . . . . . . . . . . . . . . . . . . . . .16
Money Market Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Motorcycles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Note Distribution Account. . . . . . . . . . . . . . . . . . . . . . . . . . .35
Note Pool Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Noteholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Obligor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Other Manufacturers. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 6
Owner Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Pass-Through Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Pooling and Servicing Agreement. . . . . . . . . . . . . . . . . . . . . . . . 3
Pre-Funded Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Pre-Funding Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 6
Prospectus Supplement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purchase Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Rating Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Ratings Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Registrar of Titles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Related Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Revolving Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Sale and Servicing Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 6
Schedule of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

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Security Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Securityholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Servicer Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Spread Multiplier. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Strip Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Strip Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Subsequent Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 6
Subsequent Purchase Agreement. . . . . . . . . . . . . . . . . . . . . . . . .12
Subsequent Transfer Date . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Telerate Page 3750 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Transfer and Sale Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Treasury bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Treasury Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Treasury Rate Determination Date . . . . . . . . . . . . . . . . . . . . . . .29
Treasury Rate Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Trust Depositor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
UCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND HAS BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE INFORMATION HEREIN HAS BEEN COMPLETED. THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED [ ], 199_

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED [ ], 199_)

$[ ]
CERTIFICATES FOR HARLEY-DAVIDSON MOTORCYCLE CONTRACTS

HARLEY-DAVIDSON EAGLEMARKMOTORCYCLE TRUST 199_-[ ]
[ ]% CERTIFICATES, CLASS A
[ ]% CERTIFICATES, CLASS B

EAGLEMARK, INC.
SELLER AND SERVICER

EAGLEMARK CUSTOMER FUNDING CORPORATION-[ ]
TRUST DEPOSITOR

The Certificates for Harley-Davidson Motorcycle Contracts issued by
Harley-Davidson Eaglemark Motorcycle Trust 199_-[ ] (the "TRUST") will
consist of one class of senior certificates (the "CLASS A CERTIFICATES") and
one class of subordinated certificates (the "CLASS B CERTIFICATES" and,
together with the Class A Certificates, the "CERTIFICATES"). The Class A
Certificates and the Class B Certificates offered hereby will evidence in the
aggregate undivided ownership interests of _____% (the "CLASS A PERCENTAGE")
and ___% (the "CLASS B PERCENTAGE"), respectively, in the Trust. The Trust
will be created by Eaglemark Customer Funding Corporation-[ ], a 100%
owned subsidiary of Eaglemark, Inc., as trust depositor (the "TRUST
DEPOSITOR") pursuant to a Pooling and Servicing Agreement dated as of
[ ], 199_ (the "AGREEMENT"), to be entered into by and among
the Trust Depositor, Eaglemark, Inc. ("EAGLEMARK"), as servicer (in such
capacity, the "SERVICER") and Harris Trust and Savings Bank, as trustee (in
such capacity, the "TRUSTEE"). The rights of the Class B Certificateholders
to receive distributions from the assets of the Trust with respect to
interest will be subordinate to the rights of the Class A Certificateholders
to receive distributions with respect to interest, and the rights of the
Class B Certificateholders to receive distributions of principal will be
subordinate to the rights of the Class A Certificateholders to receive
distributions of interest and principal. See "SUMMARY OF TERMS
SUPPLEMENT-SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE FUND" and
"DESCRIPTION OF THE CERTIFICATES-SUBORDINATION OF THE CLASS B CERTIFICATES;
RESERVE FUND."

The Trust property will consist of an initial pool of fixed-rate, simple
interest motorcycle conditional sales contracts (the "INITIAL CONTRACTS"
which, together with any Subsequent Contracts as defined below, are
collectively the "CONTRACTS") relating to Harley-Davidson, Inc.
("Harley-Davidson") motorcycles or, in certain limited instances as described
herein, motorcycles manufactured by an affiliate of Harley-Davidson, Buell
Motorcycle Company ("BUELL"), including all rights to receive payments
collected on such Initial Contracts on or after [ ],199_ (the
"INITIAL CUTOFF DATE"). The Trust property also will consist of security
interests in the motorcycles financed through the Contracts; proceeds from
certain insurance policies as described in "DESCRIPTION OF THE CERTIFICATES
- -- INDIVIDUAL MOTORCYCLE INSURANCE;" an Agreement to Deposit Contracts dated
as of [ ], 199_ from the Trust Depositor in favor of the Trust
(the "DEPOSIT AGREEMENT"); rights under a Security Agreement in favor of the
Trust (the "SECURITY AGREEMENT") securing the Trust Depositor's obligation
under the Deposit Agreement to purchase Subsequent Contracts and transfer the
same to the Trust, through the pledge of monies on deposit in a collateral
account (the "PRE-FUNDING ACCOUNT") established thereunder; amounts held for
the Trust in the Collection Account; and certain other property as more
fully described herein.

(cover continued on next page)

PROSPECTIVE INVESTORS SHOULD CONSIDER THE POTENTIAL RISK FACTORS SET FORTH
UNDER "RISK FACTORS" ON PAGE S-[ ] HEREOF AND ON PAGE 11 OF THE
PROSPECTUS.

THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST AND DO NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF THE SELLER, THE SERVICER, THE TRUST DEPOSITOR
OR ANY AFFILIATE THEREOF, EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN. THE
CERTIFICATES DO NOT REPRESENT OBLIGATIONS OF, AND WILL NOT BE INSURED OR
GUARANTEED BY, ANY GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Underwriter has agreed to purchase the Certificates [from the Seller] as
provided herein, and the Certificates will be offered by the Underwriter from
time to time as provided herein in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. The aggregate proceeds
to the Seller from the sale of the Securities are expected to be $ before
deducting expenses payable by the Seller of approximately $ .

The Certificates are offered subject to receipt and acceptance by the
Underwriter and to the Underwriter's right to reject any offer in whole or in
part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Certificates will be made in book-entry form
through the facilities of The Depository Trust Company ("DTC") on or about
________________, 199_.

Underwriter of the Certificates

SALOMON BROTHERS INC

The date of this Prospectus Supplement is [__________], 1997

<PAGE>

The Contracts were originated, indirectly through Harley-Davidson motorcycle
dealers, by Eaglemark, as seller (in such capacity, the "SELLER"). Contracts
with an aggregate principal balance (as of the Initial Cutoff Date) of
$_______________ will be sold by the Seller to the Trust Depositor on the
date of issuance of the Certificates pursuant to a Transfer and Sale
Agreement dated as of [ ], 199_ by and between the Seller and
the Trust Depositor (the "TRANSFER AND SALE AGREEMENT") and will be further
transferred and assigned by the Trust Depositor to the Trust on such date.
Additional fixed-rate, simple interest Harley-Davidson (and, in limited
instances, Buell) motorcycle conditional sales contracts (the "SUBSEQUENT
CONTRACTS") will be sold from time to time by the Seller to the Trust
Depositor at or before the end of the Funding Period (as defined herein) and
concurrently, in accordance with the Deposit Agreement, transferred by the
Trust Depositor to the Trust, with the purchase price to be payable to the
Seller from funds on deposit in the Pre-Funding Account.

Principal, and interest to the extent of the Class A Pass-Through Rate of
[ ]% per annum (the "CLASS A PASS-THROUGH RATE") and the Class B
Pass-Through Rate of [ ]% per annum (the "CLASS B PASS-THROUGH RATE"),
will be distributable with respect to the Class A Certificates and the Class
B Certificates, respectively, on the fifteenth day of each month (or, if
such fifteenth day is not a Business Day, the first Business Day thereafter)
beginning [ ], 199_ (each, a "PAYMENT DATE"). The Class A
Initial Certificate Principal Balance and the Class B Initial Certificate
Principal Balance represent the aggregate of the Principal Balances of the
Initial Contracts on the Initial Cutoff Date, plus amounts on deposit in the
Pre-Funding Account as of the date of issuance of the Certificates. The
final scheduled Payment Date of the Certificates will be on
[ ] (the "FINAL SCHEDULED PAYMENT DATE"). See "DESCRIPTION
OF THE CERTIFICATES." However, payment in full of the Certificates could
occur earlier than such date as described herein. In addition, the
Certificates will be subject to prepayment in whole, but not in part, on any
Payment Date on which the Seller exercises its option to purchase the
Contracts. The Seller may purchase the Contracts when the aggregate
outstanding Class A Certificate Balance and Class B Certificate Balance has
declined to less than 10% of the aggregate Class A Initial Certificate
Balance and Class B Initial Certificate Balance. The Certificates will also
be subject to partial mandatory prepayment, without premium, in the event
that funds remain in the Pre-Funding Account at the end of the Funding Period
(as defined herein).

It is a condition of issuance that the Class A Certificates be rated AAA by
Standard & Poor's Ratings Services ("S&P") and Aaa by Moody's Investors
Service, Inc. ("Moody's"), and the Class B Certificates be rated at least
_____ by S&P and ______ by Moody's (S&P, together with Moody's, the "Rating
Agencies").

<PAGE>

THE SECURITIES ARE BEING OFFERED [BY THE SELLER] FROM TIME TO TIME PURSUANT
TO THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ACCOMPANYING THIS PROSPECTUS
SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION
ABOUT THE OFFERING OF THE SECURITIES. ADDITIONAL INFORMATION IS CONTAINED IN
THE PROSPECTUS, AND PURCHASERS ARE URGED TO READ BOTH THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE SECURITIES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS. TO THE EXTENT THAT ANY STATEMENTS IN THIS PROSPECTUS
SUPPLEMENT MODIFY STATEMENTS CONTAINED IN THE PROSPECTUS, THE STATEMENTS IN
THIS PROSPECTUS SUPPLEMENT SHALL CONTROL.

There currently is no secondary market for the Securities and there is no
assurance that one will develop. The Certificate Underwriter expects, but
is not obligated, to make a market in the Certificates. There is no
assurance that any such market will develop, or if one does develop, that it
will continue or provide sufficient liquidity.

IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL. SUCH TRANSACTIONS, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

Upon receipt of a request by an investor who has received an electronic
Prospectus Supplement and Prospectus from an Underwriter or a request by such
investor's representative within the period during which there is an
obligation to deliver a Prospectus Supplement and Prospectus, the Seller or
such Underwriter will promptly deliver, or cause to be delivered, without
charge, a paper copy of the Prospectus Supplement and Prospectus.

UNTIL 90 DAYS FROM THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDERWRITER AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

REPORT TO SECURITYHOLDERS

Unless and until the Certificates are issued in definitive certificate form,
monthly and annual unaudited reports containing information concerning the
Contracts will be prepared by the Servicer and sent on behalf of the trust
only to Cede & Co., as nominee of DTC and registered holder of the
Certificates. See "CERTAIN INFORMATION REGARDING THE SECURITIES--BOOK-ENTRY
REGISTRATION" and "--REPORTS TO SECURITYHOLDERS" in the accompanying
Prospectus. Such reports will not constitute financial statements prepared
in accordance with generally accepted accounting principles. The Servicer
will file with the Securities and Exchange Commission (the "COMMISSION") such
periodic reports with respect to the Trust as are required under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the
rules and regulations of the Commission thereunder.

<PAGE>

TABLE OF CONTENTS

SUMMARY OF TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

STRUCTURE OF THE TRANSACTION. . . . . . . . . . . . . . . . . . . . . . . .15

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

HARLEY-DAVIDSON MOTORCYCLES. . . . . . . . . . . . . . . . . . . . . . . . 26

YIELD AND PREPAYMENT CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . 26

EAGLEMARK FINANCIAL SERVICES, INC.;EAGLEMARK, INC.. . . . . . . . . . . . .27

EAGLEMARK CUSTOMER FUNDING CORPORATION-[___]. . . . . . . . . . . . . . . .27

DESCRIPTION OF THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . 28

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS;
REPURCHASE OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .43

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . 46

ERISA CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .47

UNDERWRITING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

INDEX OF TERMS

<PAGE>

SUMMARY OF TERMS

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE HEREIN AND IN THE PROSPECTUS. CERTAIN
CAPITALIZED TERMS USED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS
PROSPECTUS SUPPLEMENT ON THE PAGES INDICATED IN THE "INDEX OF DEFINED TERMS"
OR, TO THE EXTENT NOT DEFINED HEREIN, HAVE THE MEANINGS ASSIGNED TO SUCH
TERMS IN THE PROSPECTUS.

<S> <C>
Securities Offered . . . . . . . . . . . . . . . . . . Certificates for Harley-Davidson
Motorcycle Contracts [ ]% Certificates, Class A ("CLASS A
CERTIFICATES") and [ ]% Certificates, Class B ("CLASS B
CERTIFICATES" and, together with the Class A Certificates, the
"CERTIFICATES"). The Class A Certificates and the Class B
Certificates will evidence in the aggregate undivided ownership
interests of [ ]% (the "CLASS A PERCENTAGE") and [ ]% (the
"CLASS B PERCENTAGE"), respectively, in the Trust. The rights of the
Class B Certificateholders to receive distributions with respect to
assets of the Trust will be subordinate to the right of the Class A
Certificateholders to the extent described herein. See "SUMMARY OF
TERMS -SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE FUND" and
"DESCRIPTION OF THE CERTIFICATES -SUBORDINATION OF THE CLASS B
CERTIFICATES; RESERVE FUND" below.

Trust . . . . . . . . . . . . . . . . . . . . . . . . .Harley-Davidson Eaglemark Motorcycle Trust 199_-[ ], to be created by
the Trust Depositor pursuant to the Agreement.

Class A Initial Certificate Balance and
Class B Initial Certificate Balance. . . . . . . . . . $[ ] (the "CLASS A INITIAL CERTIFICATE BALANCE") representing the
aggregate Principal Balance of the Initial Contracts on
[ ], 199_ (the "INITIAL CUTOFF DATE") plus the amount
on deposit in the Pre-Funding Account as of the Closing Date
multiplied by the Class A Percentage, and $[ ] (the
"CLASS B INITIAL CERTIFICATE BALANCE") representing the aggregate
Principal Balance of the Initial Contracts on the Initial Cutoff Date
plus the amount on deposit in the Pre-Funding Account as of the
Closing Date multiplied by the Class B Percentage.

Trustee . . . . . . . . . . . . . . . . . . . . . . . .Harris Trust and Savings Bank, an Illinois banking corporation. The
Trustee will also act as Paying Agent.

Trust Depositor . . . . . . . . . . . . . . . . . . . .Eaglemark Customer Funding Corporation-[ ], a 100% owned subsidiary of
Eaglemark, Inc..

Seller and Servicer . . . . . . . . . . . . . . . . . .Eaglemark, Inc. ("EAGLEMARK" or the "SELLER" or the "SELLER/SERVICER"), a
100% owned subsidiary of Eaglemark Financial Services, Inc.

Trust Property . . . . . . . . . . . . . . . . . . . . The Trust property consists of, among other things, the pool of Initial
Contracts together with any Subsequent Contracts transferred to the
Trust, and all rights, benefits, obligations and proceeds arising
therefrom or in connection therewith, including security interests in
the Harley-Davidson (and, in certain limited instances, Buell)
motorcycles (the "MOTORCYCLES"; see "THE CONTRACTS- HARLEY-DAVIDSON
MOTORCYCLES" below) securing such Contracts and proceeds, if any,
from

<PAGE>

certain insurance policies with respect to individual Motorcycles. No
more than [ ]% of the Principal Balance of all Contracts conveyed
to the Trust (including all Subsequent Contracts) will relate to
Buell motorcycles.

Distributions on the Certificates . . . . . . . . . . .Distributions of interest and principal on the Certificates will be made
on the fifteenth day of each month or, if such day is not a Business
Day, the next succeeding Business Day, commencing [ ],
199_ (each, a "PAYMENT DATE"). In addition, if amounts remain on
deposit in the Pre-Funding Account at the end of the Funding Period
(as defined herein), such amounts will be distributed on the
corresponding Payment Date as a Special Distribution of principal
(see "MANDATORY SPECIAL DISTRIBUTION" below). Distributions on any
Payment Date will be made to the holders of record of the
Certificates as of the last day of the calendar month preceding the
calendar month in which such Payment Date occurs, whether or not such
day is a Business Day (each, a "RECORD DATE").

Class A Pass-Through Rate and Class B Pass-Through Rate . . . . . . . . . . . . . . .[ ]% per annum for the Class A
Certificates and [ ]% per annum for the Class B Certificates,
both computed on the basis of a 360-day year consisting of twelve
30-day months (the "CLASS A PASS-THROUGH RATE" and the "CLASS B
PASS-THROUGH RATE", respectively).

Monthly Interest Distributions . . . . . . . . . . . . The Trustee will distribute, to the extent of funds available for the
payment thereof, on each Payment Date to the holders of record of the
Class A Certificates (the "CLASS A CERTIFICATEHOLDERS") and the
holders of record of the Class B Certificates (the "CLASS B
CERTIFICATEHOLDERS") as of the Record Date, the Class A Interest
Distributable Amount and the Class B Interest Distributable Amount,
respectively, as described immediately below. The "CLASS A INTEREST
DISTRIBUTABLE AMOUNT" with respect to any Payment Date will be an
amount equal to the sum of (i) the product of (a) one-twelfth (or,
with respect to the first Payment Date, a fraction, the numerator of
which equals the number of days from and including the Closing Date
to but excluding the first Payment Date and the denominator of which
equals 360) of the Class A Pass-Through Rate and (b) the Class A
Certificate Balance (defined below) as of the immediately preceding
Payment Date (after giving effect to distributions of principal made
on such immediately preceding Payment Date) or, in the case of the
first Payment Date, the Class A Initial Certificate Balance, plus
(ii) the Class A Interest Carryover Shortfall (as defined below) for
such Payment Date. The "CLASS B INTEREST DISTRIBUTABLE AMOUNT" with
respect to any Payment Date (other than the first Payment Date), will
be an amount equal to the sum of (i) the product of (a) one-twelfth
(or, with respect to the first Payment Date, a fraction the numerator
of which equals the number of days from and including the Closing
Date to but excluding the first Payment Date and the denominator of
which equals 360) of the Class B Pass-Through Rate and (b) the Class
B Certificate Balance (defined below) as of the immediately preceding

<PAGE>

Payment Date (after giving effect to distributions of principal made
on such immediately preceding Payment Date) or, in the case of the
first Payment Date, the Class B Initial Certificate Balance, plus
(ii) the Class B Interest Carryover Shortfall (as defined below) for
such Payment Date. As used herein, "CLASS A CERTIFICATE BALANCE"
means the Class A Initial Certificate Balance, reduced by all amounts
previously distributed to Class A Certificateholders and allocable to
principal; "CLASS B CERTIFICATE BALANCE" means, initially, the Class
B Initial Certificate Principal Balance, and thereafter, the amount
by which the sum of the aggregate Principal Balance of all Contracts,
plus the Pre-Funded Amount, exceeds the Class A Certificate Balance;
"CLASS A INTEREST CARRYOVER SHORTFALL" means, with respect to any
Payment Date, (i) the excess of the Class A Interest Distributable
Amount for the preceding Payment Date over the amount of interest
that was actually distributed to Class A Certificateholders on such
preceding Payment Date, plus (ii) 30 days of interest on the amount
specified in clause (i), to the extent permitted by law, at the Class
A Pass-Through Rate; and "CLASS B INTEREST CARRYOVER SHORTFALL"
means, with respect to any Payment Date, (i) the excess of the Class
B Interest Distributable Amount for the preceding Payment Date over
the amount of interest that was actually distributed to Class B
Certificateholders on such preceding Payment Date, plus (ii) 30 days
of interest on the amount specified in clause (i), to the extent
permitted by law, at the Class B Pass-Through Rate.

The Class A Interest Distributable Amount and Class B Interest
Distributable Amount are first payable out of Available Interest.
"AVAILABLE INTEREST" means, with respect to any Payment Date, the
total (without duplication) of the following amounts received by the
Servicer on or in respect of the Contracts during the calendar month
preceding such Payment Date (such calendar month period, with respect
to that Payment Date, being the related "DUE PERIOD"): (i) all
amounts received in respect of interest on the Contracts (as well as
late payment penalty fees and extension fees), (ii) the interest
component of all Net Liquidation Proceeds (as defined in the
Agreement) with respect to any Contract, (iii) the interest component
of the aggregate of the Repurchase Prices (as defined in "STRUCTURE
OF THE TRANSACTION" below) for Contracts repurchased by the Seller
with respect to breaches of certain representations and warranties,
(iv) all Advances (as defined in "SUMMARY OF TERMS --ADVANCES" below)
made by the Servicer, (v) the interest component of all amounts paid
by the Seller in connection with an optional repurchase of the
Contracts in the event that the aggregate of the Class A Certificate
Balance and Class B Certificate Balance is less than 10% of the
aggregate of the Class A Initial Certificate Balance and Class B
Initial Certificate Balance, (vi) all amounts received in respect of
Carrying Charges (as defined in "SUMMARY OF TERMS -INTEREST RESERVE"
below) transferred from the Interest Reserve Account (as defined
herein), and (vii) all amounts received in respect of interest,
dividends, gains, income

<PAGE>

and earnings on investment of funds in the Collection Account and the
Special Distribution Subaccount, as defined in the Agreement (the
"TRUST ACCOUNTS"). Additionally, the Class A Interest Distributable
Amount with respect to any Payment Date is payable, to the extent not
paid from Available Interest as described above, from the Class B
Percentage of Available Principal (as defined in "SUMMARY OF TERMS
-MONTHLY PRINCIPAL DISTRIBUTIONS" below) for such Payment Date.
Finally, if not paid from the above-described sources, the Class A
Interest Distributable Amount and Class B Interest Distributable
Amount are payable from the Reserve Fund. See "DESCRIPTION OF THE
CERTIFICATES -- PAYMENTS ON CONTRACTS; AVAILABLE FUNDS, AVAILABLE
INTEREST AND AVAILABLE PRINCIPAL," "-CALCULATION OF DISTRIBUTABLE
AMOUNTS," and "-SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE
FUND" below).

Monthly Principal Distributions . . . . . . . . . . . .The Trustee will distribute, to the extent of funds available for the
payment thereof, on each Payment Date to the Class A
Certificateholders and the Class B Certificateholders the Class A
Principal Distributable Amount and the Class B Principal
Distributable Amount, respectively. The "CLASS A PRINCIPAL
DISTRIBUTABLE AMOUNT" with respect to any Payment Date, equals the
sum of (i) the product of the Class A Percentage and the Monthly
Principal (as defined below) for such Payment Date, plus (ii) the
Class A Principal Carryover Shortfall (as defined below) for such
Payment Date. The "CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT" with
respect to any Payment Date equals the sum of (i) the product of the
Class B Percentage and the Monthly Principal for such Payment Date,
plus (ii) the Class B Principal Carryover Shortfall (as defined
below) for such Payment Date. "MONTHLY PRINCIPAL" means, as to any
Payment Date, the following amount calculated as of the related
Determination Date: the difference between (i) the sum of (A) the
Principal Balance of the Contracts (as defined below) as of the first
day of the Due Period preceding the Due Period in which such Payment
Date occurs (or, in the case of the first Payment Date, the Principal
Balance of the Contracts as of the Initial Cutoff Date), plus (B)
the Pre-Funded Amount on such date (or, in the case of the first
Payment Date, the Pre-Funded Amount on the Closing Date) and (ii) the
sum of (A) the Principal Balance of the Contracts as of the first day
of the Due Period in which such Payment Date occurs, plus (B) the
Pre-Funded Amount on such day, plus (C) the amount of any Special
Distribution occurring from the day referred to in clause (i)(A)
above to the day referred to in clause (ii)(A) above; provided, that
on the Final Scheduled Payment Date, Monthly Principal shall equal
the aggregate of the Class A Certificate Balance and the Class B
Certificate Balance on such date (subject to adjustments for Special
Distributions). The "PRINCIPAL BALANCE" of the Contracts means the
aggregate of the unpaid principal balance of each Contract as of the
related Cutoff Date, reduced by the sum of (x) all payments received
by the Servicer allocable to principal, plus (y) any reduction in the
principal balance of such Contract attributable to bankruptcy court
order. Also,

<PAGE>

the Principal Balance of the following Contracts is deemed to be zero:
(i) Contracts with respect to which the Seller has given notice of the
intent to exercise an optional repurchase, or which the Seller has in
fact repurchased as a result of a breach of representation or
warranty; and (ii) Contracts as to which extensive delinquencies or
defaults exist beyond the threshold levels set forth in the
Agreement, or with respect to which a 90 day period has elapsed
following repossession of the related Motorcycle. Also, as used
herein, "CLASS A PRINCIPAL CARRYOVER SHORTFALL" means, with respect
to any Payment Date, the excess of (i) the Class A Principal
Distributable Amount for the preceding Payment Date over (ii) the
amount of principal that was actually distributed to Class A
Certificateholders on such preceding Payment Date; "CLASS B PRINCIPAL
CARRYOVER SHORTFALL" means, with respect to any Payment Date, the
excess of (i) the Class B Principal Distributable Amount for the
preceding Payment Date over (ii) the amount of principal that was
actually distributed to Class B Certificateholders on such preceding
Payment Date.

The Class A Principal Distributable Amount and Class B Principal
Distributable Amount are payable out of Available Principal.
"AVAILABLE PRINCIPAL" means, with respect to any Payment Date, the
total (without duplication) of the following amounts received by the
Servicer on or in respect of the Contracts during the related Due
Period: (i) all amounts received in respect of principal on the
Contracts, (ii) the principal component of all Net Liquidation
Proceeds, (iii) the principal component of the aggregate of the
Repurchase Prices for Contracts repurchased by the Seller with
respect to breaches of certain representations and warranties, and
(iv) the principal component of all amounts paid by the Seller in
connection with an optional repurchase of the Contracts in the event
the Class A Certificate Balance and Class B Certificate Balance is
less than 10% of the Class A Initial Certificate Balance and Class B
Initial Certificate Balance. Additionally, the Class A Principal
Distributable Amount and Class B Principal Distributable Amount are
payable, subject to certain limitations, from remaining Available
Interest (after payment of the Class A Interest Distributable Amount,
the Class B Interest Distributable Amount, and certain other costs
therefrom) and from the Reserve Fund. See "DESCRIPTION OF THE
CERTIFICATES -- PAYMENTS ON CONTRACTS; AVAILABLE FUNDS, AVAILABLE
INTEREST AND AVAILABLE PRINCIPAL," "-CALCULATION OF DISTRIBUTABLE
AMOUNTS," and "-SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE
FUND" below.

Subordination of the Class B
Certificates; Reserve Fund . . . . . . . . . . . . . .The rights of the Class B Certificateholders
to receive distributions to which they would otherwise be entitled
with respect to the Contracts will be subordinated to the rights of
the Class A Certificateholders.

The Class B Certificateholders will not receive any distributions in
respect of the Class B Interest Distributable Amount on a Payment
Date until the Class

<PAGE>

A Interest Distributable Amount for such Payment Date has been
distributed to the Class A Certificateholders, and the Class B
Certificateholders will not receive any distributions of the Class B
Principal Distributable Amount for such Payment Date until the Class
A Interest Distributable Amount and the Class A Principal
Distributable Amount for such Payment Date has been distributed to
the Class A Certificateholders. Distributions of the Class B
Interest Distributable Amount, to the extent of Available Interest
(after payment of the Class A Interest Distributable Amount for such
Payment Date) and certain available amounts on deposit in the Reserve
Fund (as defined herein), will not be subordinated to the payment of
the Class A Principal Distributable Amount.

The protection afforded to the Class A Certificateholders by the
subordination feature described above will be effected by the
preferential right of the Class A Certificateholders to receive
current distributions from collections on or in respect of the
Contracts and from the Reserve Fund to the extent described herein.

Certificateholders will have the benefit of a segregated trust account
held by Harris Trust and Savings Bank as collateral agent (in such
capacity, the "RESERVE AGENT") for the benefit of the
Certificateholders (the "RESERVE FUND"). The Reserve Fund will not be
part of the Trust. The Reserve Fund will be created with an initial
deposit by the Trust Depositor of $[ ] (the "RESERVE
FUND INITIAL DEPOSIT"). Monies in the Reserve Fund will thereafter
be supplemented on each Payment Date by the deposit therein of
certain monies (such monies, together with the Reserve Fund Initial
Deposit, the "RESERVE FUND DEPOSITS"). The Reserve Agent will retain
Reserve Fund Deposits in the Reserve Fund until the amounts therein
reach amounts specified in the Reserve Fund Agreement (as further
defined herein the "RESERVE FUND REQUISITE AMOUNT"); additionally, on
each Subsequent Purchase Date, to the extent necessary, the Seller
will contribute additional monies into the Reserve Fund ("RESERVE
FUND ADDITIONAL DEPOSITS"). In the event and to the extent the
Reserve Fund Deposits exceed the Reserve Fund Requisite Amount on a
Payment Date (after giving effect to all other withdrawals from the
Reserve Fund required to be made on such date), such excess amounts
will be released from the Reserve Fund to the Trust Depositor.

On each Payment Date, to the extent necessary and to the extent monies are
available in the Reserve Fund, monies will be withdrawn from the
Reserve Fund for distribution FIRST to the Class A Certificateholders
to the extent necessary to pay the Class A Interest Distributable
Amount for such Payment Date, SECOND, to the Class B
Certificateholders to the extent necessary to pay the Class B
Interest Distributable Amount for such Payment Date, THIRD, to the
Class A Certificateholders to the extent necessary to pay the Class A
Principal Distributable Amount for such Payment Date, and FOURTH, to
the Class B Certificateholders to the extent necessary to pay the
Class B Principal Distributable

<PAGE>

Amount for such Payment Date. See "DESCRIPTION OF THE CERTIFICATES
-- SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE FUND" below.

The Contracts . . . . . . . . . . . . . . . . . . . . .The Contracts will be fixed-rate, simple-interest conditional sales
contracts for Motorcycles, including any and all rights to receive
payments collected thereunder on or after the related Cutoff Date (as
defined herein) and security interests in the Motorcycles financed
thereby.

On the Closing Date, the Trust Depositor will sell, transfer and assign to
the Trust pursuant to the Agreement Initial Contracts with an
aggregate principal balance of $[ ] as of [ ]
, the Initial Cutoff Date. Following the Closing Date, pursuant to
the Deposit Agreement, the Trust Depositor will be obligated, subject
only to the availability thereof, to sell, and the Trust will be
obligated to purchase, subject to the satisfaction of certain
conditions set forth therein, Subsequent Contracts from time to time
during the Funding Period (as defined below) having an aggregate
principal balance equal to $[ ] such amount
being equal to the amount on deposit in the Pre-Funding Account
established under the Security Agreement (the "PRE-FUNDED AMOUNT") on
the Closing Date. With respect to each transfer of Subsequent
Contracts to the Trust, the Trust Depositor will designate as a
cutoff date (each a "SUBSEQUENT CUTOFF DATE") the date as of which
such Subsequent Contracts are deemed sold to the Trust. Each date on
which Subsequent Contracts are conveyed is referred to herein as a
"SUBSEQUENT TRANSFER DATE".

The Initial Contracts and the Subsequent Contracts will be selected from
retail Motorcycle installment sales contracts in the Seller's
portfolio based on the criteria specified in the Transfer and Sale
Agreement executed and delivered on the Closing Date. The Contracts
arise and will arise from loans to Obligors located in 50 states and
the District of Columbia. As of the Initial Cutoff Date, the annual
percentage rate of interest on the Initial Contracts ranges from
[ ]% to [ ]% with a weighted average of approximately [ ]%.
The Initial Contracts had a weighted average term to scheduled
maturity, as of origination, of approximately [ ] months, and a
weighted average term to scheduled maturity, as of the Initial Cutoff
Date, of approximately [ ]months. The final scheduled payment
date on the Initial Contract with the latest maturity is no later
than [ ]. No Contract (including any Subsequent Contract)
will have a scheduled maturity later than [ ]. The
Contracts generally are or will be prepayable at any time without
penalty to the Obligor. Following the transfer of Subsequent
Contracts to the Trust, the aggregate characteristics of the entire
pool of Contracts may vary from those of the Initial Contracts as of
the Initial Cutoff Date. See "THE CONTRACTS" below.

Pre-Funding Account . . . . . . . . . . . . . . . . . .During the period (the "FUNDING PERIOD") from and including the Closing
Date until the earliest of (a) the Payment Date on which the amount
on deposit in the Pre-Funding Account is less than $100,000, (b) the
date

<PAGE>

on which an Event of Termination occurs with respect to the Servicer
under the Agreement, (c) the date on which certain events of
insolvency occur with respect to the Seller, or (d) the close of
business on the date which is 90 days from and including the Closing
Date, the Pre-Funded Amount will be maintained in the Pre-Funding
Account established under the Security Agreement as a collateral
account pledged by the Trust Depositor in favor of the Trustee to
secure the Trust Depositor's obligations under the Deposit Agreement
to purchase and transfer Subsequent Contracts to the Trust. The
Pre-Funded Amount will initially equal $[ ] and, during
the Funding Period, will be reduced by the amount thereof that the
Trust Depositor uses to purchase Subsequent Contracts from the
Seller. The Trust Depositor expects that the Pre-Funded Amount will
be reduced to less than [$_______] by the Payment Date occurring in
[ ]. Any Pre-Funded Amount remaining at the end
of the Funding Period will be payable to the Certificateholders as
described below in "MANDATORY SPECIAL DISTRIBUTIONS". The
Pre-Funding Account will not be part of the Trust.

Mandatory Special Distribution . . . . . . . . . . . . The Class A Certificates and Class B Certificates will be prepaid in part,
without premium, on the Payment Date on or immediately following the
last day of the Funding Period in the event that any amount remains
on deposit in the Pre-Funding Account after giving effect to the
purchase of all Subsequent Contracts, including any such purchase on
such date (a "SPECIAL DISTRIBUTION"). The aggregate principal amount
of Class A Certificates and Class B Certificates to be prepaid will
be an amount equal to the amount then on deposit in the Pre-Funding
Account multiplied by the Class A Percentage and Class B Percentage,
respectively.

Interest Reserve Account . . . . . . . . . . . . . . . The Trust Depositor has established, and funded with an initial deposit on
the Closing Date, a separate collateral account under the Security
Agreement (the "INTEREST RESERVE ACCOUNT") for the purpose of
providing additional funds (for payment to the Trust of Carrying
Charges as described below) to pay certain distributions on Payment
Dates occurring during (and on the first Payment Date following the
end of) the Funding Period. In addition to the initial deposit, all
investment earnings with respect to the Pre-Funded Amount are to be
deposited into the Interest Reserve Account and, pursuant to the
Deposit Agreement, the Trust Depositor is obligated to pay to the
Trust, on each Payment Date described above, amounts in respect of
Carrying Charges from such account. "CARRYING CHARGES" means the sum
of (i) the product of (A) one-twelfth (1/12th) of the sum of (x) the
Class A Pass-Through Rate and (y)[ ]% times (B) the Class A
Percentage of the Pre-Funded Amount as of the beginning of the
related Due Period plus (ii) the product of (A) one-twelfth (1/12th)
of the sum of (x) the Class B Pass-Through Rate and (y) [ %]
times] (B) the Class B Percentage of the Pre-Funded Amount as of the
beginning of the related Due Period. The Interest Reserve Account
has been established to account for the fact that a portion of the
proceeds

<PAGE>

obtained from the sale of Certificates will be initially deposited in
the Pre-Funding Account (as the initial Pre-Funded Amount) rather
than invested in Contracts, and the monthly investment earnings on
such Pre-Funded Amount (until the Pre-Funded Amount is used to
purchase Subsequent Contracts) are expected to be less than the Class
A Pass-Through Rate and Class B Pass-Through Rate, with respect to
the corresponding portion of the Class A Certificate Balance and
Class B Certificate Balance and the amount necessary to pay the
Trustee's Fee. The Interest Reserve Account is not designed to
provide any protection against losses on the Contracts in the Trust.
After the Funding Period, money in the Interest Reserve Account will
be released to the Trust Depositor free and clear of the lien of the
Security Agreement. The Interest Reserve Account will not be part of
the Trust.

Advances . . . . . . . . . . . . . . . . . . . . . . . The Servicer is obligated to advance each month an amount equal to accrued
and unpaid interest on the Contracts which was delinquent with
respect to the related Due Period (each an "ADVANCE"), but only to
the extent that the Servicer believes that the amount of such Advance
will be recoverable from collections on the Contracts. The Servicer
will be entitled to reimbursement of outstanding Advances on any
Payment Date by means of a first priority withdrawal of Available
Funds then held in the Collection Account (as defined herein). See
"DESCRIPTION OF THE CERTIFICATES--ADVANCES."

Mandatory Repurchases by the Seller . . . . . . . . . .Under the Transfer and Sale Agreement, the Seller has agreed, in the event
of a breach of certain representations and warranties made by the
Seller and contained therein which materially and adversely affects
the Trust's interest in any Contract, to repurchase such Contract
within 90 days, unless such breach is cured. See "DESCRIPTION OF THE
CERTIFICATES--CONVEYANCE OF CONTRACTS."

Repurchase Option . . . . . . . . . . . . . . . . . . .The Seller will have the option to repurchase all of the outstanding
Contracts on any Payment Date on which the aggregate of the Class A
Certificate Balance and Class B Certificate Balance is less than 10%
of the Class A Initial Certificate Balance and of the Class B Initial
Certificate Balance, at a price equal to the aggregate of the Class A
Certificate Balance and Class B Certificate Balance on the prior
Payment Date plus the aggregate of the Class A Interest Distributable
Amount and the Class B Interest Distributable Amount for the current
Payment Date and any accrued and unpaid fees to the date of such
repurchase. See "DESCRIPTION OF THE CERTIFICATES--REPURCHASE OPTION."

Security Interests and Other Aspects
of the Contracts . . . . . . . . . . . . . . . . . . . In connection with the establishment of the Trust as well as the transfer
of Subsequent Contracts to the Trust, security interests in the
Motorcycles securing the Contracts have been (or will be) conveyed
and assigned by (i) the Seller to the Trust Depositor pursuant to the
Transfer and Sale Agreement (and, in the case of Subsequent
Contracts, the related Subsequent Purchase

<PAGE>

Agreement executed thereunder) and (ii) the Trust Depositor to the
Trust pursuant to the Agreement (and, in the case of Subsequent
Contracts, the related Subsequent Transfer Agreement executed
thereunder). The Agreement will designate the Servicer as custodian
to maintain possession, as the Trustee's agent, of the Contracts and
any other documents relating to the Motorcycles. To facilitate
servicing and save administrative costs, such documents will not be
segregated from other similar documents that are in the Servicer's
possession. Uniform Commercial Code financing statements will be
filed in both Nevada and Illinois, reflecting the conveyance and
assignment of the Contracts to the Trust Depositor from the Seller
and from the Trust Depositor to the Trust, and the Seller's and the
Trust Depositor's accounting records and computer systems will also
reflect such conveyance and assignment. In addition, the Contracts
will be stamped to reflect their conveyance and assignment to the
Trust. However, if, through fraud, negligence or otherwise, a
subsequent purchaser were able to take physical possession of the
Contracts without notice of such conveyance and assignment, the
Trust's interest in the Contracts could be defeated. In addition,
due to administrative burden and expense, the certificates of title
to the Motorcycles will not be amended to reflect the assignment to
the Trust Depositor or the Trust. In the absence of amendments to
the certificates of title, the Trustee may not have a perfected
security interest in the Motorcycles. Further, Federal and state
consumer protection laws impose requirements upon creditors in
connection with extensions of credit and collections on conditional
sales contracts, and certain of these laws make an assignee of such a
contract liable to the obligor thereon for any violation of such laws
by the lender. The Seller has agreed to repurchase any Contract as
to which it has failed to perfect a security interest in the
Motorcycle securing such Contract, or as to which a breach of federal
or state laws exists if such breach materially adversely affects the
Trust's interest in such Contract, if such failure or breach has not
been cured within 90 days. See "SECURITY INTERESTS AND OTHER ASPECTS
OF THE CONTRACTS; REPURCHASE OBLIGATIONS" below.

Monthly Servicing Fee . . . . . . . . . . . . . . . . The Servicer will be entitled to receive for each Due Period a monthly
servicing fee (the "MONTHLY SERVICING FEE") equal to 1/12th of [ ]%
of the Principal Balance of the Contracts as of the beginning of such
Due Period. The Servicer will also be entitled to receive any
extension fees or late payment penalty fees paid by Obligors
(collectively with the Monthly Servicing Fee, the "SERVICING FEE").
The Servicing Fee is payable from Available Interest, prior to the
payment of the Class A Distributable Amount and the Class B
Distributable Amount. See "DESCRIPTION OF THE
CERTIFICATES--SERVICING COMPENSATION AND PAYMENT OF EXPENSES," and
"--RIGHTS UPON AN EVENT OF TERMINATION" below.

<PAGE>

Tax Status . . . . . . . . . . . . . . . . . . . . . . In the opinion of Winston & Strawn, counsel to the Trust Depositor, the
Trust will be classified as a grantor trust for federal income tax
purposes and not as an association taxable as a corporation. Each
Certificateholder will be treated as the owner of an undivided
interest in the assets of the Trust, including the Contracts.
Accordingly, each Certificateholder must report on its federal income
tax return its share of income from the Contracts and, subject to
limitations on deductions by individuals, estates and trusts, may
deduct its share of the reasonable fees paid by the Trust, as if such
Certificateholder held its share of the assets of the Trust directly.
Furthermore, the Certificates may represent interests in "STRIPPED
BONDS" and "STRIPPED COUPONS" within the meaning of Section 1286 of
the Internal Revenue Code of 1986, as amended (the "CODE"). See
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES" below.

ERISA Considerations . . . . . . . . . . . . . . . . . After the expiration of the Funding Period, the Class A Certificates will
be eligible for purchase by employee benefit plans. Any plan
fiduciary who proposes to cause a plan to acquire any of the
Certificates should consult with its own counsel with respect to the
applicability of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") and the Code to such investment, including the
availability of any class or individual ERISA prohibited transaction
exemption. See "ERISA CONSIDERATIONS" below.

The Class B Certificates are not eligible for purchase by (i) employee
benefit plans subject to ERISA, or (ii) individual retirement
accounts and other retirement plans subject to Section 4975 of the
Code, other than through an insurance company general account after
the expiration of the Funding Period. See "ERISA CONSIDERATIONS"
below.

Ratings . . . . . . . . . . . . . . . . . . . . . . . .It is a condition to the closing that the Class A Certificates be rated
Aaa by Moody's and AAA by S&P and the Class B Certificates be rated
at least [ ] by Moody's and [ ] by S&P. A security rating is
not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the rating agency.
In the event that the rating initially assigned to the Certificates
is subsequently lowered or withdrawn for any reason, no person or
entity will be obligated to provide any additional credit enhancement
with respect to the Certificates.

</TABLE>

<PAGE>

RISK FACTORS

THE CONTRACTS AND THE PRE-FUNDING ACCOUNT. On the Closing Date, the
Trust Depositor will transfer $[ ] of Initial
Contracts to the Trust, which Initial Contracts the Trust Depositor purchased
from the Seller using part of the proceeds of the Certificates sold to
investors. The Trust Depositor will pledge $[ ] I.E., the
remaining Certificate proceeds (representing the Pre-Funded Amount) pursuant
to the Security Agreement in favor of the Trust, and such amount will be
deposited into the Pre-Funding Account maintained by Harris Trust and Savings
Bank as collateral agent under the Security Agreement (the "COLLATERAL
AGENT"). Such pledge will secure the Trust Depositor's obligation, in favor
of the Trust, to purchase from the Seller and transfer to the Trust
Subsequent Contracts in a principal amount equal to the initial Pre-Funded
Amount at or before the end of the Funding Period. The Pre-Funding Account
will not be a part of or otherwise includible in the Trust and will be a
segregated trust account held by the Trust Depositor for the benefit of the
Trustee. Any amounts held on deposit in the Pre-Funding Account and any
investment earnings thereon are owned by, and will be taxable to, the Trust
Depositor for federal income tax purposes. If the Seller fails to originate
a principal amount of eligible Contracts during the Funding Period which is
at least equal to the Pre-Funded Amount, the Trust Depositor will be unable
to acquire sufficient Subsequent Contracts to transfer to the Trust on one or
more Subsequent Transfer Dates, thereby resulting in a Special Distribution
and prepayment of principal to the Certificateholders as described in the
following paragraph. See "--TRUST'S RELATIONSHIP TO THE TRUST DEPOSITOR AND
SELLER" below. In addition, any conveyance of Subsequent Contracts is
subject to the satisfaction, on or before the related Subsequent Transfer
Date, of the following conditions, among others: (i) each such Subsequent
Contract satisfies the eligibility criteria specified in the Transfer and
Sale Agreement and the related Subsequent Purchase Agreement executed
thereunder; (ii) as of the applicable Subsequent Cutoff Date, no Contract in
the Trust, including the Subsequent Contracts that the Trust Depositor will
be conveying as of such Subsequent Cutoff Date, will have a scheduled
maturity date later than [ ]; (iii) the Trust Depositor
shall have executed and delivered in favor of the Trust a written assignment
(a "SUBSEQUENT TRANSFER AGREEMENT") conveying such Subsequent Contracts to
the Trust (including a schedule identifying such Subsequent Contracts); (iv)
the Trust Depositor shall have delivered certain opinions of counsel to the
Trustee, the Placement Agent and the Rating Agencies with respect to the
validity and other aspects of the conveyance of all such Subsequent
Contracts; and (v) the Rating Agencies shall have each notified the Trust
Depositor and the Trustee in writing that, following the addition of such
Subsequent Contracts, the Class A Certificates will be rated AAA by S&P and
Aaa by Moody's and the Class B Certificates will be rated at least [ ]
by S&P and [ ] by Moody's, respectively. Such confirmation of the
ratings of the Class A Certificates and Class B Certificates may depend on
factors other than the characteristics of the Subsequent Contracts, including
the delinquency, repossession and net loss experience on the Contracts in the
Trust.

To the extent that amounts on deposit in the Pre-Funding Account have
not been fully applied to the purchase of Subsequent Contracts by the Trust
Depositor during the Funding Period, the Class A Certificateholders and Class
B Certificateholders will receive, on the Payment Date on or immediately
following the last day of the Funding Period, a prepayment of principal in an
amount equal to the amount remaining in the Pre-Funding Account (taking into
account applications to the purchase of any Subsequent Contracts on such
Payment Date) multiplied by the Class A Percentage and Class B Percentage,
respectively. It is anticipated that even if the Seller originates
sufficient Subsequent Contracts to exhaust most of the Pre-Funded Amount, the
principal amount of Subsequent Contracts conveyed to the Trust by the end of
the Funding Period will not be exactly equal to the amount on deposit in the
Pre-Funding Account and that therefore there will be at least a nominal
amount of principal prepaid to the Certificateholders at the end of the
Funding Period in any event.

Following the transfer of Subsequent Contracts to the Trust, the
aggregate characteristics of the entire pool of Contracts may vary from those
of the Initial Contracts as of the Initial Cutoff Date. See "THE CONTRACTS"
below.

TRUST'S RELATIONSHIP TO THE TRUST DEPOSITOR AND SELLER. Neither the
Trust Depositor nor the Seller is generally obligated to make any payments in
respect of the Certificates or the Contracts. However, the ability of the
Trust Depositor to convey Subsequent Contracts on Subsequent Transfer Dates
is dependent upon the generation of additional Contracts by the Seller. If,
during the Funding Period, the Seller is unable to generate or does not
transfer sufficient Contracts to the Trust Depositor, the ability of the
Trust Depositor to convey Subsequent Contracts to the Trust would be
adversely affected. There can be no assurance that the Seller will continue
to generate Motorcycle conditional sales contracts that satisfy the criteria
set forth in the Transfer and Sale Agreement.

12
<PAGE>

In connection with each conveyance of Contracts by the Seller to the
Trust Depositor and by the Trust Depositor to the Trust, each of the Seller
and the Trust Depositor will make representations and warranties with respect
to the characteristics of such Contracts. In certain circumstances, the
Seller is obligated to repurchase Contracts with respect to which such
representations or warranties are not true as of the date made. Neither the
Seller nor the Trust Depositor is otherwise obligated with respect to the
Certificates (other than in respect of the transfer of Subsequent Contracts
as described herein).

SUBORDINATION; LIMITED ASSETS. The rights of the Class B
Certificateholders to receive payments in respect of the Class B Interest
Distributable Amount on any Payment Date are subordinated to the rights of
the Class A Certificateholders to receive payments in respect of the Class A
Interest Distributable Amount on such date, and the rights of the Class B
Certificateholders to receive payments in respect of the Class B Principal
Distributable Amount on any Payment Date are subordinated to the rights of
the Class A Certificateholders to receive payments in respect of the Class A
Interest Distributable Amount and the Class A Principal Distributable Amount
for such date. Consequently, on any Payment Date, Available Interest (after
the payment therefrom of any unreimbursed Advances to the Servicer, the
Servicing Fee, the Back-up Servicing Fee and the Trustee's Fee on such date)
and monies on deposit in the Reserve Fund will be applied to the payment of
the Class A Interest Distributable Amount before payment of the Class B
Interest Distributable Amount, and on any Payment Date, Available Principal
(after the payment therefrom of any unreimbursed Advances to the Servicer),
Available Interest (after the payment therefrom of any unreimbursed Advances
to the Servicer, the Servicing Fee, the Trustee's Fee, the Back-up Servicer
Fee, the Class A Interest Distributable Amount and the Class B Interest
Distributable Amount) and monies on deposit in the Reserve Fund will be
applied to the payment of the Class A Principal Distributable Amount before
payment of the Class B Principal Distributable Amount. In addition, on any
Payment Date, amounts in respect of the Class B Percentage of Available
Principal may be distributed to pay the Class A Interest Distributable
Amount. If amounts otherwise allocable to the Class B Certificates are used
to fund payments of interest on or principal of the Class A Certificates,
distributions with respect to the Class B Certificates may be delayed or
reduced and Class B Certificateholders may suffer a loss. See "DESCRIPTION
OF THE CERTIFICATES --SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE
FUND."

The Trust will not have, nor is it permitted or expected to have, any
significant assets or sources of funds other than the Contracts, its rights
against the Trust Depositor under the Deposit Agreement as secured by the
Pre-Funding Account and the Interest Reserve Account pledged by the Trust
Depositor under the Security Agreement, and the Reserve Fund. Holders of the
Certificates must rely for repayment upon payments on the Contracts and, if
and to the extent available, amounts on deposit in the Pre-Funding Account,
the Interest Reserve Account and the Reserve Fund. The Pre-Funding Account
and the Interest Reserve Account will only be available during the Funding
Period. The Pre-Funding Account will be used solely to purchase Subsequent
Contracts and is not available to cover losses on the Contracts. The
Interest Reserve Account is designed to cover obligations of the Trust
relating to that portion of the initial Certificate proceeds not invested in
Contracts, and is not designed to provide any protection against losses on
the Contracts.

LIMITED EXPERIENCE WITH MOTORCYCLE CONTRACTS. The Seller/Servicer was
organized in January 1993 and began purchasing and servicing conditional
sales contracts for Motorcycles in February 1993, and thus has limited
underwriting and servicing experience, delinquency experience and loan loss
and repossession experience with respect to the Contracts. Accordingly, and
for other reasons, the Seller's/Servicer's delinquency experience and loan
loss and repossession experience set forth under "THE CONTRACTS" may not be
indicative of the performance of the Contracts sold to the Trust Depositor
and held by the Trust. The Trust Depositor is a bankruptcy-remote special
purpose corporation established for the limited purpose of purchasing the
Contracts (and other similar retail motorcycle conditional sales contracts)
and related assets from the Seller, and selling the same into the Trust (and
other similar trusts); the Trust Depositor was organized in [_____________].

13
<PAGE>

These laws would apply to the Trust as assignee of the Contracts. In
addition, due to administrative burden and expense, the certificates of title
to the Motorcycles will not be amended to reflect the assignment of the
Seller's interest therein to the Trust Depositor and the Trust Depositor's
interest therein to the Trustee. In the absence of such an amendment, the
Trustee may not have a perfected security interest in the Motorcycles.
Pursuant to the Transfer and Sale Agreement, the Seller represents and
warrants that each Contract complies with all requirements of law and will
make certain representations and warranties relating to the validity,
subsistence, perfection and priority of the security interest in each
Motorcycle securing a Contract. A breach of any such representation and
warranty that materially adversely affects the Trust's interest in any
Contract would create an obligation of the Seller to repurchase such Contract
from the Trust unless such breach is cured. In the event that the Trust must
rely on repossession and resale of Motorcycles securing Contracts that are in
default to recover principal and interest due thereon, certain other factors
may limit the ability of the Trust to realize upon the Motorcycle or may
limit the amount realized to less than the amount due. See "SECURITY
INTERESTS AND OTHER ASPECTS OF THE CONTRACTS; REPURCHASE OBLIGATIONS" below.

LIMITED LIQUIDITY. There is currently no secondary market for the
Certificates offered hereby. The Underwriter currently intends to make a
market in the Certificates, but it is under no obligation to do so. There
can be no assurance that a secondary market will develop or, if a secondary
market does develop, that it will provide the Certificateholders with
liquidity of investment or that it will continue for the life of the
Certificates.

BANKRUPTCY CONSIDERATIONS. Winston & Strawn, counsel to the Seller and
the Trust Depositor, will render an opinion to the Trustee that in the event
the Seller became a debtor under the United States Bankruptcy Code the
transfer of the Contracts from the Seller to the Trust Depositor in
accordance with the Transfer and Sale Agreement (and any Subsequent Purchase
Agreement in connection with transfers of Subsequent Contracts) would be
treated as a true sale and not as a pledge to secure borrowings and that the
Trust Depositor would not be consolidated with the Seller as a single entity.
If, however, the transfer of the Contracts from the Seller to the Trust
Depositor were treated as a pledge to secure borrowings by the Seller or if
the Trust Depositor were ordered consolidated with the Seller as a single
entity or were to become bankrupt for any reason the distribution of proceeds
of the Contracts to the Trust might be subject to the automatic stay
provisions of the United States Bankruptcy Code, which would delay the
distribution of such proceeds for an uncertain period of time. In addition,
a bankruptcy trustee would have the power to sell the Contracts if the
proceeds of such sale could satisfy the amount of the debt deemed owed by the
Seller, or the bankruptcy trustee could substitute other collateral in lieu
of the Contracts to secure such debt, or such debt could be subject to
adjustment by the bankruptcy court if the Seller were to file for
reorganization under Chapter 11 of the United States Bankruptcy Code. A case
recently decided by the United States Court of Appeals for the Tenth Circuit
contains language to the effect that accounts sold by a debtor under Article
9 of the UCC would remain property of the debtor's bankruptcy estate.
Although the Contracts constitute chattel paper under the UCC rather than
accounts, sales of chattel paper are similarly governed by Article 9 of the
UCC. If, following a bankruptcy of the Seller, a court were to follow the
reasoning of the Tenth Circuit and apply such reasoning to chattel paper,
then similar reductions or delays in payments of collections on or in respect
of the Contracts could occur. Additionally, because the Seller has purchased
Contracts from dealers located in the Tenth Circuit which could become
debtors in a bankruptcy proceeding, the rationale of such case could be
applicable to such dealers' sales and the corresponding negative implications
for timing of receipt of payments with respect to the Contracts may occur.

YIELD AND PREPAYMENT CONSIDERATIONS. By their terms, the Contracts may
be prepaid, in whole or in part, at any time and each Contract contains a
provision which permits the Seller to require full prepayment in the event of
a sale of the Motorcycle securing a Contract. In addition, repurchases of
the Contracts by the Seller could occur in the event of a breach of a
representation and warranty with respect to the Contracts and upon exercise
of the Seller's limited option to repurchase when the aggregate of the Class
A Certificate Balance and Class B Certificate Balance has decreased to a
certain level. Any prepayments and repurchases of Contracts will reduce the
average life of the Contracts and the interest received by the
Certificateholders over the life of the Certificates (for this purpose the
term "PREPAYMENT" includes liquidations due to default, as well as receipt of
proceeds from credit life, credit disability and casualty insurance
policies). In addition, the occurrence of a Special Distribution at or
before the end of the Funding Period would have the effect of reducing the
interest received by Certificateholders over the life of the Certificates.

The Class B Certificates will be subordinated to the Class A
Certificates as described herein. Accordingly, the yield on the Class B
Certificates will be extremely sensitive to the loss experience on the
Contracts and the timing of such losses. If the actual rate and amount of
losses experienced on the Contracts exceed the rate and amount of losses
assumed by an investor, the yield to maturity of the Class B Certificates may
be lower than anticipated.

14
<PAGE>

GENERAL" below. With respect to such a joint billing statement, the Obligor
sends one payment which if not appropriately designated by such Obligor in
the statement returned with their payment will be allocated first to the
minimum payment due on the Harley Card. To the extent a payment is
insufficient to cover payment amounts due under both the Contract and the
minimum amount due on the Harley Card, the Contract will suffer the
associated shortfall.

STRUCTURE OF THE TRANSACTION

The Trust will use funds on deposit in the Pre-Funding Account to
acquire Subsequent Contracts during the Funding Period as and to the extent
described herein. Any such acquisition of Subsequent Contracts is subject to
the availability thereof and to the satisfaction of the conditions described
herein. To the extent that amounts on deposit in the Pre-Funding Account have
not been fully applied to the purchase of Subsequent Contracts during the
Funding Period, the Class A Certificates and Class B Certificates will be
prepaid in part, without premium, on the Payment Date immediately following
the last day of the Funding Period in an amount equal to the amount then on
deposit in the Pre-Funding Account multiplied by the Class A Percentage and
Class B Percentage, respectively.

The Certificates will represent fractional undivided interests in the
Trust, the corpus of which will consist of the Initial Contracts and related
assets (including all rights to receive payments collected on such Contracts
on or after [ ], 199[ ], I.E., the Initial Cutoff Date,
security interests in the Motorcycles financed through such Contracts, and
rights, if any, under individual insurance policies with respect thereto);
rights of the Trust against the Trust Depositor under the Deposit Agreement;
rights of the Trust in respect of the collateral which the Trust Depositor
has pledged under the Security Agreement securing its obligations under the
Deposit Agreement; any Subsequent Contracts which the Trust Depositor conveys
to the Trust in accordance with the Deposit Agreement (including all rights
to receive payments collected on such Contracts on or after the applicable
Subsequent Cutoff Date, related security interests and insurance policy
rights as described above); amounts held for the Trust in the Collection
Account (as defined below); and rights in the Interest Reserve Account and
Reserve Fund. The Certificates will be issued in denominations of $1,000.

Payments and recoveries in respect of principal and interest on the
Contracts will be paid into a separate trust account maintained at the
Trustee in the name of the Trust (the "COLLECTION ACCOUNT"), no later than
two Business Days after receipt. Payments deposited in the Collection
Account in respect of each Due Period, net of certain fees and other amounts
which the Trustee is authorized to withdraw therefrom as described herein,
will be applied on each Payment Date to pay interest and principal to
Certificateholders as and to the extent described herein.

The Servicer is obligated to advance each month an amount equal to
accrued and unpaid interest on the Contracts which was delinquent with
respect to the related Due Period (subject to the limitations described
below). The Servicer will be entitled to reimbursement of such Advances by
means of a first priority withdrawal from the Collection Account of Available
Funds. The Servicer will not be required to make any such Advances to the
extent that it does not expect to recoup the Advance from such funds.

The Seller, as seller of the Contracts, will make certain
representations and warranties to the Trust Depositor with respect to the
Contracts. Under the Transfer and Sale Agreement, the Seller will agree that
in the event of a breach of any such representation and warranty made by the
Seller that materially and adversely affects the Trust's interest in any
Contract (without regard to the benefits of the Reserve Fund), the Seller
will repurchase such Contract within 90 days at a price equal to (a) the
remaining Principal Balance of such Contract, plus (b) accrued and unpaid
interest at the Contract Rate on such Contract from the end of the Due Period
with respect to which the Obligor last made a payment through the end of the
immediately preceding Due Period (the "REPURCHASE PRICE").

15
<PAGE>

USE OF PROCEEDS

The Trust Depositor will use the net proceeds received from the sale of
the Certificates (i) for the purchase of the Initial Contracts and related
assets from the Seller, and (ii) the remainder for the funding of the
Pre-Funding Account held by the Collateral Agent under the Security
Agreement. The Seller will use the proceeds from the Trust Depositor's
purchase of the Initial Contracts, as well as Subsequent Contracts, for the
repayment of a substantial portion of the outstanding principal of the
warehouse lines through which it finances its motorcycle conditional sales
contracts. Following each such repayment, it is expected that the warehouse
lines will be used to build a new portfolio of Motorcycle conditional sales
contracts.

THE CONTRACTS

Each Contract is (or will be, in the case of Subsequent Contracts)
secured by a Motorcycle (as described below) and is (or will be) a
conditional sales contract originated by a Harley-Davidson dealer and
purchased by the Seller. No Contract may be substituted by the Seller or the
Trust Depositor with another Motorcycle contract after such Contract has been
sold by the Trust Depositor to the Trust.

Each Contract (a) is (or will be) secured by a Motorcycle, (b) has (or
will have) a fixed annual percentage rate and provide for, if timely made,
payments of principal and interest which fully amortize the loan on a simple
interest basis over its term, (c) with respect to the Initial Contracts, has
its last scheduled payment due no later than [ ], and
with respect to the Contracts as a whole (including any Subsequent Contracts
conveyed to the Trust after the Closing Date), will have a last scheduled
payment due no later than [ ], and (d) with respect to the
Initial Contracts, has its first scheduled payment due no later than
[ ]. The Contracts were (or will be) acquired by the Seller
in the ordinary course of the Seller's business. A detailed listing of the
Initial Contracts is appended to the Agreement. See "DESCRIPTION OF THE
CERTIFICATES" below. (For general composition of the Initial Contracts see
Table 1 below). Approximately [ ]% of the Principal Balance of
the Initial Contracts as of the Initial Cutoff Date is attributable to loans
to purchase Motorcycles which were new and approximately [ ]% is
attributable to loans to purchase Motorcycles which were used at the time the
related Contract was originated. All Initial Contracts have a contractual
rate of interest of at least [ ]% per annum and not more than
[ ]% per annum and the weighted average contractual rate of
interest of the Initial Contracts as of the Initial Cutoff Date is
approximately [ ]% per annum (see Table 2 below). The Initial
Contracts have remaining maturities as of the Initial Cutoff Date of at least
6 months but not more than [ ] months and original maturities of at
least [ ] months but not more than [ ]months (see Tables 3 and 4 below).
The Initial Contracts had a weighted average term to scheduled maturity, as
of origination, of approximately [ ] months, and a weighted average
term to scheduled maturity as of the Initial Cutoff Date of approximately
[ ] months. The average principal balance per Initial Contract as of
the Initial Cutoff Date was approximately $[ ] and the principal
balances on the Initial Contracts as of the Initial Cutoff Date ranged from
$[ ] to $[ ] (see Table 5 below). The Contracts arise (or
will arise) from loans to Obligors located in 50 states and Washington D.C.,
and with respect to the Initial Contracts, in the following approximate
amounts expressed as a percentage of the aggregate principal balances on the
Initial Contracts as of the Initial Cutoff Date: [ ]% in the state of
[ ], [ ]% in [ ], [ ]% in [ ], [ ]%
in [ ], [ ]% in [ ], [ ]% in [ ],
[ ]% in [ ], [ ]% in [ ], and [ ]% in
[ ] (see Table 6 below). No other state represented more than
[ ]% of the Initial Contracts.

Except for the criteria described in the preceding paragraph and under
"RISK FACTORS -- THE CONTRACTS AND THE PRE-FUNDING ACCOUNT," there will be no
required characteristics of the Subsequent Contracts. Therefore, following
the transfer of the Subsequent Contracts to the Trust, the aggregate
characteristics of the entire pool of the Contracts, including the
composition of the Contracts, the distribution by APR of the Contracts, the
distribution by calculated remaining term of the Contracts, the distribution
by original term to maturity of the Contracts, the distribution by current
balance of the Contracts, and the geographic distribution of the Contracts,
described in the following tables, may vary from those of the Initial
Contracts as of the Initial Cutoff Date.

The motorcycle dealer agreements between each of the originating dealers
and the Seller require the originating dealer to repurchase certain
motorcycles repossessed by the Seller in the event of a default by the
Obligor ("DEALER RECOURSE"); the Dealer Recourse will be assigned by the
Seller to the Trust Depositor pursuant to the Transfer and Sale Agreement and
from the Trust Depositor to the Trust pursuant to the Agreement. There can
be no assurance that an originating dealer will perform its Dealer Recourse
obligations under such motorcycle dealer agreements if and when required to
do so.

16
<PAGE>

TABLE 1

COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

Aggregate Principal Balance. . . . . . . . . . . . . . . . $[__________]
Number of Contracts. . . . . . . . . . . . . . . . . . . . [_____]
Average Principal Balance. . . . . . . . . . . . . . . . . $[________]
Weighted Average Annual Percentage
Rate ("APR") . . . . . . . . . . . . . . . . . . . . . . [_____]%
(Range). . . . . . . . . . . . . . . . . . . . . . . . . [_____]% to [_____]%
Weighted Average Original Term . . . . . . . . . . . . . . [____]
(Range) . . . . . . . . . . . . . . . . . . . . . . . [___] to [___]
Weighted Average Calculated Remaining Term . . . . . . . . [_____]
(Range) . . . . . . . . . . . . . . . . . . . . . . . [__] to [___]

TABLE 2

DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

TOTAL
PERCENT OF OUTSTANDING
NUMBER OF NUMBER OF PRINCIPAL PERCENT OF POOL
RATE CONTRACTS CONTRACTS BALANCE BALANCE

8.01-9.00% % $ %
9.01-10.00
10.01-11.00

11.01-12.00
12.01-13.00
13.01-14.00
14.01-15.00

15.01-16.00
16.01-17.00

TOTALS:
100.00% 100.00%

17
<PAGE>

TABLE 3

DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

TOTAL
PERCENT OF OUTSTANDING
CALCULATED NUMBER OF NUMBER OF PRINCIPAL PERCENT OF
REMAINING TERM CONTRACTS CONTRACTS BALANCE POOL BALANCE

1-12 MONTHS % $ %
13-24 MONTHS
25-36 MONTHS

37-48 MONTHS
49-60 MONTHS
61-72 MONTHS

TOTALS: 100.00% 100.00%

TABLE 4
DISTRIBUTION BY ORIGINAL TERM TO MATURITY
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

TOTAL
PERCENT OF OUTSTANDING
ORIGINAL NUMBER OF NUMBER OF PRINCIPAL PERCENT OF
TERM CONTRACTS CONTRACTS BALANCE POOL BALANCE

1-12 MONTHS $ %
13-24 MONTHS
25-36 MONTHS

37-48 MONTHS
49-60 MONTHS
61-72 MONTHS

TOTALS: 0 100.00% 100.00%

18
<PAGE>

TABLE 5
DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

TOTAL
PERCENT OF OUTSTANDING
CURRENT NUMBER OF NUMBER OF PRINCIPAL PERCENT OF
BALANCE CONTRACTS CONTRACTS BALANCE POOL BALANCE

$01 - $1,000 $ %
$1,001 - $1,500
$1,501 - $2,000
$2,001 - $2,500
$2,501 - $3,000
$3,001 - $3,500
$3,501 - $4,000
$4,001 - $4,500
$4,501 - $5,000
$5,001 - $5,500
$5,501 - $6,000
$6,001 - $6,500
$6,501 - $7,000
$7,001 - $7,500
$7,501 - $8,000
$8,001 - $8,500
$8,501 - $9,000
$9,001 - $9,500
$9,501 - $10,000
$10,001 - $10,500
$10,501 - $11,000
$11,001 - $11,500
$11,501 - $12,000
$12,001 - $12,500
$12,501 - $13,000
$13,001 - $14,000
$14,001 - $15,000
$15,001 - $16,000
$16,001 - $17,000
$17,001 - $18,000
$18,001 - $19,000
$19,001 - $20,000
$20,001 - $22,000
$22,001 - $24,000
$24,001 - $26,000
$26,001 - $28,000
$28,001 - $30,000
$30,001 - $32,000
TOTALS: 100.00% 100.00%

19
<PAGE>

TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

TOTAL
PERCENT OF OUTSTANDING PERCENT OF
NUMBER OF NUMBER OF PRINCIPAL POOL
STATE CONTRACTS CONTRACTS BALANCE BALANCE

ALABAMA $ %
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK

20
<PAGE>
TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(CONTINUED)

NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
OTHER
TOTALS: 100.00% 100.00%

21
<PAGE>

DELINQUENCY, LOAN LOSS AND REPOSSESSION INFORMATION

The Seller was organized in January 1993 and is a one hundred percent owned
subsidiary of Eaglemark Financial Services, Inc., a Delaware corporation
("EAGLEMARK FINANCIAL"). The Seller began purchasing and servicing conditional
sales contracts for Motorcycles in February 1993. Accordingly, the Seller has
not accumulated a significant amount of delinquency and loss data on Motorcycle
conditional sales contracts similar to the Contracts. See "RISK FACTORS --
LIMITED EXPERIENCE WITH MOTORCYCLE CONTRACTS."

The following tables set forth the delinquency experience and loan loss and
repossession experience of the Seller's portfolio of conditional sales contracts
for Motorcycles since the Seller began purchasing and servicing such contracts.
These figures include data in respect of contracts which the Seller has
previously sold with respect to prior securitizations and for which the Seller
acts as servicer.

<PAGE>

DELINQUENCY EXPERIENCE
(UNAUDITED)
(DOLLARS IN THOUSANDS)
AT
______________________________________________________________________

<TABLE>
DECEMBER 31, DECEMBER 31, DECEMBER 31, [ ] [ ]
1994 1995 1996 199 199
------------ ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
NUMBER OF
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS AND
ASSOCIATED
OUTSTANDING PRINCIPAL
DOLLAR BALANCES(1) ...

PERIOD OF DELINQUENCY
AND ASSOCIATED
OUTSTANDING PRINCIPAL
BALANCES(2) ..........
30-59 DAYS ...........
60-89 DAYS ...........
90 DAYS OR MORE ......

TOTAL NUMBER OF
DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS ............

DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS AS A
PERCENT OF TOTAL
NUMBER OF
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS ............

</TABLE>

-------------------
(1) Excludes Contracts already in repossession, which Contracts the
Servicer does not consider outstanding.

(2) The period of delinquency is based on the number of days payments
are contractually past due (assuming 30-day months). Consequently,
a contract due on the first day of a month is not 30 days
delinquent until the first day of the next month. Obligors do not
receive initial statements until 60 days after the origination of
their contracts; therefore, the Obligors' associated nonpayment is
not considered for delinquency experience until after the end of
such 60-day period.

<PAGE>

<TABLE>
DECEMBER 31, DECEMBER 31, DECEMBER 31, [ ] [ ]
1994 1995 1996 199 199
------------ ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
AGGREGATE PRINCIPAL
BALANCE OF
DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS ............

AGGREGATE PRINCIPAL
BALANCE OF
DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS AS A
PERCENTAGE OF THE
AGGREGATE
OUTSTANDING PRINCIPAL
BALANCE OF
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS ............

</TABLE>

<PAGE>

LOAN LOSS/REPOSSESSION EXPERIENCE
(UNAUDITED)
(ACTUAL DOLLARS)
<TABLE>
Twelve Months Twelve Months Twelve Months
Ended Ended Ended
December 31, December 31, December 31, [Three Months [Three Months
1994 1995 1996 Ended ] Ended ]
<S> <C> <C> <C> <C> <C>
Principal
Balance of all
Motorcycle
conditional
contracts
serviced(1)

Contract
liquidations(2)

Net losses:
Dollars(3)

Percentage(4)
</TABLE>

(1) As of period end. Includes contracts already in repossession.
(2) As a percentage of the total number of Contracts being serviced as of
period end, calculated on an annualized basis.
(3) The calculation of net loss includes actual charge-offs, deficiency
balances remaining after liquidation of repossessed vehicles, expenses of
repossession and liquidation, net of recoveries.
(4) As a percentage of the principal amount of contracts being serviced as of
period end, calculated on an annualized basis.

THE DATA PRESENTED IN THE FOREGOING TABLES ARE FOR ILLUSTRATIVE PURPOSES ONLY
AND THERE IS NO ASSURANCE THAT THE DELINQUENCY, LOAN LOSS OR REPOSSESSION
EXPERIENCE OF THE CONTRACTS WILL BE SIMILAR TO THAT SET FORTH ABOVE.

<PAGE>

HARLEY-DAVIDSON MOTORCYCLES

All of the motorcycles securing Contracts were manufactured by Harley-
Davidson, Inc., except not more than 2.5% of the Contracts (including all
Subsequent Contracts) relate to, and are secured by, motorcycles manufactured by
Buell. Buell produces "PERFORMANCE" motorcycles using engines and certain other
parts manufactured by Harley-Davidson. Harley-Davidson, as of December 31,
1996, owned 49% of the voting equity of Buell.

Harley-Davidson produces and sells premium superheavyweight motorcycles.
Within the superheavyweight class, Harley-Davidson sells touring motorcycles
(equipped for long-distance touring), as well as motorcycles which emphasize the
distinctive styling associated with certain classic Harley-Davidson motorcycles.
Harley-Davidson motorcycles are based on variations of five basic chassis
designs and are powered by one of three air cooled, twin cylinder engines of "V"
configuration which have displacements of 883cc, 1200cc, and 1340cc. Harley-
Davidson manufactures its own engines and frames and is the only major
manufacturer of motorcycles in the United States. Harley-Davidson, as of
December 31, 1996, accounts for approximately 55% of the market for motorcycles
with an engine displacement of 751cc and above.

Buell produces "PERFORMANCE" motorcycles using Harley-Davidson 1200cc
engines that are further modified in the manufacturing process, as well as
certain other Harley parts. The "PERFORMANCE" aspect of the motorcycles refers
to overall handling characteristics of the motorcycle, including cornering,
acceleration and braking. Buell motorcycles and related products are currently
distributed exclusively through Harley-Davidson dealers. Buell's overall share
of the "PERFORMANCE" market is negligible.

As of December 31, 1996, Eaglemark has originated Contracts with principal
balances outstanding equal to approximately $_______ which are related to, and
secured by, "touring cycles", and $_______ which are related to, and secured by,
"street legal" cycles. "Touring cycles" (with displacements typically over
750cc) are generally intended for use in long distance travel, and "street legal
cycles" include all other motorcycles which may be licensed for street use under
applicable state or local law and which are not generally viewed as falling with
the "touring cycle" category.

YIELD AND PREPAYMENT CONSIDERATIONS

By their terms, the Contracts may be prepaid, in whole or in part, at any
time and each Contract contains a provision which permits the Seller to require
full prepayment in the event of a sale of the Motorcycle securing a Contract.
In addition, repurchases of the Contracts by the Seller could occur in the event
of a breach of a representation and warranty with respect to the Contracts and
upon exercise of the Seller's limited option to repurchase the Certificates when
the principal balance of the Certificates has decreased to a certain level. Any
prepayments and repurchases of Contracts will reduce the average life of the
Certificates and the interest received by the Certificateholders over the life
of the Certificates (for this purpose the term "PREPAYMENT" includes
liquidations due to default, as well as receipt of proceeds from credit life,
credit disability and casualty insurance policies). In addition, the occurrence
of a Special Distribution at or before the end of the Funding Period would have
the effect of reducing the interest received by Certificateholders over the life
of the Certificates.

The Class B Certificates will be subordinated to the Class A Certificates
as described herein. Accordingly, the yield on the Class B Certificates will be
extremely sensitive to the loss experience on the Contracts and the timing of
such losses. If the actual rate and amount of losses experienced on the
Contracts exceed the rate and amount of losses assumed by an investor, the yield
to maturity of the Class B Certificates may be lower than anticipated.

Although the contractual rates of interest on the Contracts vary,
disproportionate rates of principal prepayments between Contracts with higher
and lower contractual rates of interest will not affect the yield on the
Certificates if the Certificates are purchased at par because the contractual
rate of interest on each Contract is greater than the sum of the Class B Pass-
Through Rate, the Monthly Servicing Fee, the Back-up Servicing Fee and the
Trustee Fee.

<PAGE>

The final scheduled payment date on the Initial Contract with the latest
maturity is no later than [ ]. The final scheduled payment date
on the Contract with the latest maturity among the Contracts as a whole,
including any Subsequent Contracts, will be not later than [ ].

EAGLEMARK FINANCIAL SERVICES, INC.;
EAGLEMARK, INC.

EAGLEMARK FINANCIAL SERVICES, INC.

Eaglemark Financial was formed in June 1992 with a capital infusion of
$10,000,000 from Harley-Davidson and an additional $15,000,000 capital
contribution from a major institutional investor in January 1993. In November
1995, Harley-Davidson purchased the equity owned by the major institutional
investor and as a result Eaglemark Financial is a 97% owned subsidiary of
Harley-Davidson. The business of Eaglemark Financial, through its 100%
ownership of Eaglemark, has been to provide wholesale and retail financing,
credit card and insurance services to dealers and customers of Harley-Davidson.

EAGLEMARK, INC.

Eaglemark is a Nevada corporation and is a wholly-owned subsidiary of
Eaglemark Financial. Eaglemark began operations in January 1993 when it
purchased the $85 million wholesale financing portfolio of certain Harley-
Davidson dealers from ITT Commercial Finance; subsequently, Eaglemark entered
the retail consumer finance business. Eaglemark provides financing to Harley-
Davidson customers for new and used motorcycles and Harley-Davidson branded
products including accessories through its private-label "HARLEY CARD," as well
as a range of motorcycle insurance products through a wholly-owned subsidiary.
Eaglemark also finances extended service contracts on Motorcycles. Eaglemark's
financing, credit card and insurance programs are designed to work together as a
package that appeals to the needs of Harley-Davidson's customers. The intent of
such a package is to increase dealer and customer loyalty to Eaglemark while
improving revenue and profits over time. Eaglemark's principal executive
offices are located at 4150 Technology Way, Carson City, Nevada 89706 (telephone
702/885-1200). As of December 31, 1996, Eaglemark had total assets of $339.9
million, and stockholder's equity of $50.9 million.

During the third quarter of 1994, Eaglemark began providing retail
consumer financing for other product lines. Initially, Eaglemark provided
financing for marine boat dealers under the trade names "MASTERCRAFT CREDIT,"
"WETJET CREDIT," "SKEETER CREDIT," "BOSTON WHALER FINANCIAL SERVICES," and
"MARIAH FINANCIAL SERVICES." Eaglemark has since added new lines of consumer
financing including (i) recreational vehicle financing through RV dealers under
the trade name of "HOLIDAY RAMBLER CREDIT"; (ii) Motorcycle financing through
the Canadian Harley-Davidson dealers transacted under the trade name "DEELEY
CREDIT"; and (iii) single-engine aircraft financing provided directly through
Mooney Aircraft under the trade name "MOONEY FINANCIAL SERVICES" or through a
broker (Sterling Air) under the Eaglemark name. Eaglemark also provides other
forms of consumer financing through various Dealers on a case-by-case basis. As
of December 31, 1996, accounts receivable related to these new product lines
represented less than 23.9% of total retail receivables serviced by Eaglemark.

PURCHASE OF CONTRACTS

Eaglemark purchases contracts from a network of Harley-Davidson dealers
located throughout the United States. Eaglemark's personnel contact dealers
and explain Eaglemark's available financing plans, terms, prevailing rates and
credit and financing policies. If the dealer wishes to use Eaglemark's
available customer financing, the dealer must make an application to Eaglemark
for approval.

<PAGE>

contracts generally require that the monthly payment on the contract,
together with the Obligor's other fixed monthly obligations, not exceed 40%
of the Obligor's monthly gross income. With respect to contracts for new
Motorcycles and used Motorcycles of model year 1990 and later, Eaglemark
generally finances up to 90% of the Motorcycle's sales price. Eaglemark
generally finances up to 85% of such amount for used Motorcycles of model
years before 1990. Eaglemark will also finance certain dealer installed
accessories, sales tax and title fees as well as premiums for the term of the
contract on optional credit life and accident and health insurance, premiums
for extended warranty insurance and premiums for required physical damage
insurance on the Motorcycle which financed amounts are part of the principal
balance of the respective contract. If the application meets Eaglemark's
guidelines and the credit is approved, Eaglemark purchases the contract when
the customer accepts delivery of the Motorcycle.

EAGLEMARK CUSTOMER FUNDING CORPORATION-[ ]

The Trust Depositor is a special purpose corporation incorporated in the
State of Nevada in [ ] of [ ]. All of the common stock of the Trust
Depositor is owned by the Seller. All of the officers and directors of the
Trust Depositor are employed by the Seller, except that one director of the
Trust Depositor is required to be independent of the Seller. The Trust
Depositor's business is limited to purchasing the Contracts and related
assets (and other similar retail motorcycle installment conditional sales
contracts) from the Seller, acting as the settlor of the Trust and other
similar trusts and performing the obligations described in the Agreement and
the Transfer and Sale Agreement (as well as similar agreements entered into
in connection with the formation of similar trusts).

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement to be entered
into by the Trust Depositor, as originator of the Trust, the Servicer as the
servicer of the Contracts and Harris Trust and Savings Bank, as Trustee and as
Back-up Servicer. Citations to the relevant articles and sections of the
Agreement appear below in parentheses. The following summary does not purport
to be complete and is subject to and qualified in its entirety by reference to
the Agreement.

GENERAL

The Certificates will be issued in book-entry form only and will represent
fractional undivided interests in the Trust. (Section 9.02.) The Certificates
will be issued in denominations of $1,000 in excess thereof, except for one
Class A Certificate with a denomination representing the remainder of the
Class A Initial Certificate Balance and one Class B Certificate with a
denomination representing the remainder of the Class B Initial Certificate
Balance. (Section 9.01.) The Trust will consist of (among other things) the
Contracts and the rights, benefits, obligations and proceeds arising
therefrom or in connection therewith, security interests in the Motorcycles
financed through the Contracts, proceeds from certain insurance policies on
individual Motorcycles, the Deposit Agreement, rights under the Security
Agreement securing the Trust Depositor's obligation under the Deposit
Agreement to purchase Subsequent Contracts and transfer the same to the Trust
through the pledge of monies on deposit in the Pre-Funding Account, and
amounts held for the Trust in the Collection Account (Section 2.01.)

Distributions of the Class A Interest Distributable Amount, the Class B
Interest Distributable Amount, the Class A Principal Distributable Amount, and
the Class B Principal Distributable Amount will be made by the Paying Agent
monthly on each Payment Date to persons in whose names the Class A Certificates
and Class B Certificates are registered as of the Record Date. The first
Payment Date for the Certificates will be [ ], 199[ ]. Payments
will be made by check mailed to such Certificateholder at the address appearing
on the Certificate Register; PROVIDED, HOWEVER, that a Certificateholder may
request payment by wire transfer pursuant to instructions delivered to the
Trustee at least ten (10) days prior to such Payment Date. Final payments of
principal and interest will be made only upon tender of the Certificates to the
Paying Agent for cancellation. (Articles I and VIII.)

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CONVEYANCE OF CONTRACTS

On the date of issuance of the Certificates, the Seller will sell,
transfer, assign, set over and otherwise convey the Initial Contracts and
related assets to the Trust Depositor, and the Trust Depositor will
simultaneously establish the Trust and sell, transfer, assign, set over and
otherwise convey to the Trust all right, title and interest in the Initial
Contracts and related assets. (Section 2.01.) On behalf of the Trust, as the
issuer of the Certificates offered hereby, the Trustee will, concurrently with
such conveyance, execute and deliver the Certificates to or upon the order of
the Trust Depositor. The Initial Contracts will be described on a list
delivered to the Trustee and certified by a duly authorized officer of the Trust
Depositor. (Sections 1.02 and 2.02.) Such list will include the amount of
monthly payments due on each Initial Contract as of the Initial Cutoff Date, the
contractual rate of interest on each Contract and the maturity date of each
Contract. Such list will be available for inspection by any Certificateholder
at the principal office of the Servicer. (Sections 1.02 and 5.04.) Prior to
the conveyance of the Initial Contracts to the Trust, the Servicer's compliance
officer will have completed a review of all the related Contract files,
including the certificates of title to, or other evidence of a perfected
security interest in, the Motorcycles, confirming the accuracy of the list of
Initial Contracts delivered to the Trustee. The Trust Depositor will deliver to
the Trustee a report of a nationally recognized independent public accounting
firm which states that such firm has performed specific procedures for a sample
of the Initial Contracts supplied by the Seller. Any Contract discovered not to
agree with such list in a manner that is materially adverse to the interests of
the Certificateholders will be required to be repurchased by the Seller, or, if
the discrepancy relates to the unpaid Principal Balance of a Contract, the
Seller may deposit cash in the Collection Account in an amount sufficient to
offset such discrepancy. (Section 8.08.)

In addition to the Initial Contracts, the Trust property will include the
Trust's rights under the Deposit Agreement in respect of the Trust Depositor's
obligation to purchase from the Seller, and concurrently convey to the Trust,
Subsequent Contracts purchased as of the applicable Subsequent Cutoff Date (the
Initial Cutoff Date or any Subsequent Cutoff Date being individually referred to
herein as a "CUTOFF DATE") (Section 2.01). Any conveyance of Subsequent
Contracts on a Subsequent Transfer Date will be subject to the satisfaction of
the following conditions, among others (computed, where applicable, based on the
characteristics of the Initial Contracts on the Initial Cutoff Date and any
Subsequent Contracts as of the related Subsequent Cutoff Date): (i) each such
Subsequent Contract satisfies the eligibility criteria specified in the Transfer
and Sale Agreement and the related Subsequent Purchase Agreement executed
thereunder; (ii) as of the applicable Subsequent Cutoff Date, no Contract in
the Trust, including the Subsequent Contracts that the Trust Depositor will be
conveying as of such Subsequent Cutoff Date, will have a scheduled maturity date
later than [ ]; (iii) the Trust Depositor shall have
executed and delivered in favor of the Trust a Subsequent Transfer Agreement
conveying such Subsequent Contracts to the Trust (including a schedule
identifying such Subsequent Contracts); (iv) the Trust Depositor shall have
delivered certain opinions of counsel to the Trustee, the Placement Agent and
the Rating Agencies with respect to the validity and other aspects of the
conveyance of all such Subsequent Contracts; and (v) the Rating Agencies shall
have each notified the Trust Depositor and the Trustee in writing that,
following the addition of such Subsequent Contracts, the Class A Certificates
will be rated AAA by S&P and Aaa by Moody's and the Class B Certificates will be
rated [ ] by S&P and [ ] by Moody's. (Section 2.04).

The Agreement will designate the Servicer as custodian to maintain
possession, as the Trustee's agent, of the Contracts and any other documents
relating to the Motorcycles. (Section 4.01.) To facilitate servicing and save
administrative costs, the documents will not be segregated from other similar
documents that are in the Servicer's possession. Uniform Commercial Code
financing statements will be filed in Nevada and Illinois, reflecting the
conveyance and assignment of the Contracts to the Trust Depositor from the
Seller and from the Trust Depositor to the Trustee, and the Seller's and the
Trust Depositor's accounting records and computer systems will also reflect such
conveyance and assignment. In addition, each Contract will be stamped to
reflect their conveyance and assignment to the Trust. However, if, through
fraud, negligence or otherwise, a subsequent purchaser were able to take
physical possession of the Contracts without notice of such conveyance and
assignment, the Trust's interest in the Contracts could be defeated. In
addition, certificates of title with respect to the Motorcycles will not be
amended to reflect the assignment of the Seller's security interest in the
Motorcycles to the Trust Depositor and the assignment of the Trust Depositor's
security interest in the Motorcycles to the Trust. In the absence of amendments
to the certificates of title,

<PAGE>

the Trust may not have a perfected security interest in the Motorcycles. See
"SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS; REPURCHASE
OBLIGATIONS" below.

The Seller will make certain representations and warranties in the Transfer
and Sale Agreement with respect to each Contract, including that (references to
the Closing Date below being deemed, in respect of Subsequent Contracts, to
refer to the related Subsequent Transfer Date): (a) as of the related Cutoff
Date the most recent scheduled payment was made or was not delinquent more than
30 days and, to the best of the Seller's knowledge, all payments on the Contract
were made by the Obligor of the Contract; (b) as of the Closing Date no
provision of a Contract has been waived, altered or modified in any respect,
except by instruments or documents identified in the Contract File; (c) each
Contract is a genuine, legal, valid and binding obligation of the Obligor and is
enforceable in accordance with its terms (except as may be limited by laws
affecting creditors' rights generally); (d) as of the Closing Date no Contract
is subject to any right of rescission, set-off, counterclaim or defense, (e) as
of the Closing Date each Motorcycle securing a Contract is covered by certain
insurance policies described under "DESCRIPTION OF THE CERTIFICATES--INDIVIDUAL
MOTORCYCLE INSURANCE" below; (f) each Contract was originated by a Harley-
Davidson motorcycle dealer in the ordinary course of such dealer's business
which dealer had all necessary licenses and permits to originate the Contracts
in the state where such dealer was located, was fully and properly executed by
the parties thereto and was sold by such dealer to the Seller without any fraud
or misrepresentation on the part of such dealer; (g) no Contract was originated
in or is subject to the laws of any jurisdiction whose laws would make the
transfer, sale and assignment of the Contract pursuant to the Transfer and Sale
Agreement or the Agreement or pursuant to transfers of Certificates unlawful,
void or voidable; (h) each Contract and each sale of the related Motorcycle
complies with all requirements of any applicable federal, state or local law and
regulations thereunder, including, without limitation, usury, truth in lending,
motor vehicle installment loan and equal credit opportunity laws, with such
compliance not being affected by the Trust Depositor's or the Trust's ownership
of the Contracts and with the Seller to maintain in its possession, available
for inspection by or delivery to the Trust Depositor and the Trustee, evidence
of compliance with all such requirements; (i) as of the Closing Date no Contract
has been satisfied, subordinated in whole or in part or rescinded and the
Motorcycle securing the Contract has not been released from the lien of the
Contract in whole or in part; (j) each Contract creates a valid, subsisting and
enforceable first priority security interest in favor of the Seller in the
Motorcycle covered thereby, and such security interest has been conveyed and
assigned by the Seller to the Trust Depositor and the Trust Depositor to the
Trust and the original certificate of title, certificate of lien or other
notification (the "LIEN CERTIFICATE") issued by the body responsible for the
registration of, and the issuance of certificates of title relating to, motor
vehicles and liens thereon (the "REGISTRAR OF TITLES") of the applicable state
to a secured party which indicates the lien of the secured party on the
Motorcycle is recorded on the original certificate of title, and the original
certificate of title for each Motorcycle shows, or if a new or replacement Lien
Certificate is being applied for with respect to such Motorcycle the Lien
Certificate will be received within 180 days of the Closing Date and will show,
the Seller as original secured party under each Contract and as the holder of a
first priority security interest in such Motorcycle (and with respect to each
Contract for which the Lien Certificate has not yet been returned from the
Registrar of Titles, the Seller has received written evidence from the related
dealer that such Lien Certificate showing the Seller as lienholder has been
applied for), and the Seller's security interest has been validly assigned by
the Seller to the Trust Depositor and by the Trust Depositor to the Trustee
pursuant to this Agreement in order that immediately after the sale, each
Contract will be secured by an enforceable and perfected first priority security
interest in the Motorcycle in favor of the Trust as secured party, which
security interest is prior to all other liens upon and security interests in
such Motorcycle which now exist or may hereafter arise or be created (except, as
to priority, for any lien for taxes, labor, materials or any state law
enforcement agency affecting a Motorcycle which may arise after such sale);
(k) all parties to each Contract had capacity to execute such Contract; (l) no
Contract has been sold, conveyed and assigned or pledged to any other person
other than the Trust Depositor and the Trustee as transferee of the Trust
Depositor and prior to the transfer of the Contract to the Trust Depositor, the
Seller has good and marketable title to each Contract free and clear of any
encumbrance, equity, loan, pledge, charge, claim or security interest, and as of
the Closing Date the Trustee will have a first priority perfected security
interest therein; (m) as of the related Cutoff Date there was no default,
breach, violation or event permitting acceleration under any Contract (except
for payment delinquencies permitted by clause (a) above), no event which with
notice and the expiration of any grace or cure period would constitute a
default, breach, violation or event permitting acceleration under such Contract,
and the Seller has not waived any of the foregoing; (n) as of the Closing Date
there are, to the best of the Seller's knowledge, no liens or claims which have
been filed for work, labor or materials affecting a motorcycle securing a
Contract, which are or may

<PAGE>

be liens prior or equal to the lien of the Contract; (o) each Contract has a
fixed rate of interest and provides for monthly payments of principal and
interest which, if timely made, would fully amortize the loan on a simple
interest basis over its term; (p) each Contract contains customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for realization against the collateral of the
benefits of the security; (q) the description of each Contract set forth in
the list delivered to the Trustee is true and correct; and (r) there is only
one original of each Contract. The Seller will also make certain
representations and warranties with respect to the Contracts in the
aggregate, including that (i) the aggregate principal amount payable by the
Obligors as of the Cutoff Date equals the Initial Certificate Principal
Balance (plus the Pre-Funded Amount as of the Closing Date), and each Initial
Contract has a contractual rate of interest of at least [ ]%, (ii) all
motorcycles securing the Contracts are Harley-Davidson or Buell motorcycles,
(iii) approximately [ ]% of the aggregate Principal Balance of the
Initial Contracts is attributable to loans to purchase new Motorcycles and
approximately [ ]% of the aggregate Principal Balance of the Initial
Contracts is attributable to loans to purchase used Motorcycles, (iv) no
Initial Contract has a remaining maturity of more than [ ]months, (v) the
first payment under each Initial Contract is due on or before[ ],
199[ ] and (vi) no adverse selection procedures were or will be employed in
selecting the Contracts from the Seller's portfolio. (Article III.)

Under the Transfer and Sale Agreement, the Seller will agree that in the
event of a breach of any such representations and warranties made by the Seller
that materially and adversely affects the Trustee's interest in any Contract the
Seller will repurchase such Contract within 90 days at the Repurchase Price (as
defined in "STRUCTURE OF THE TRANSACTION" above), unless such breach is cured.
Under the Agreement, the Trust Depositor will assign all of its right, title and
interest in such representations and warranties (including the Seller's
repurchase obligations) to the Trustee. The Trust Depositor will make no
representations and warranties with respect to the Contracts. The Seller is
selling the Contracts without recourse and, accordingly, will have no obligation
with respect to the Contracts other than pursuant to such representations,
warranties and repurchase obligations. The repurchase obligations of the Seller
described above will constitute the sole remedy against the Seller by the Trust
and the Certificateholders for a breach of any such representations and
warranties made by the Seller.

Pursuant to the Agreement, the Servicer will service and administer the
Contracts conveyed and assigned to the Trustee as more fully set forth below.

PAYMENTS ON CONTRACTS; AVAILABLE FUNDS, AVAILABLE INTEREST AND AVAILABLE
PRINCIPAL

The Trust Depositor, on behalf of the Trust, will establish and maintain
the Collection Account at the Trustee's office. The Collection Account must be
established and maintained as an "ELIGIBLE ACCOUNT", which is (i) a segregated
direct deposit account maintained with a depositary institution or trust company
organized under the laws of the United States of America or any of the States
thereof, or the District of Columbia, having a certificate of deposit, short-
term deposit or commercial paper rating of at least A-1 by S&P and P-1 by
Moody's. The Servicer may authorize the Trustee to invest the funds in the
Collection Account in Eligible Investments (as defined in the Agreement) that
will mature not later than one Business Day prior to the applicable Payment
Date. Such Eligible Investments include, among other investments, obligations
of the United States or of any agency thereof backed by the full faith and
credit of the United States, certificates of deposit, demand and time deposits
and bankers' acceptances sold by eligible depository institutions and trust
companies, certain repurchase agreements of United States government securities
with eligible commercial banks, corporate securities assigned the highest rating
by Moody's and S&P of which no investment in the securities of any one company
may exceed 10% of amounts in the Collection Account at the time of such
investment or pledge as security, and commercial paper assigned the highest
rating by Moody's and S&P. The Servicer is required to use its best efforts to
cause Obligors to make all payments on the Contracts directly to one or more
Lockbox Banks, acting as agent for the Trust pursuant to a Lockbox Agreement.

The Servicer is required to deposit without deposit into any intervening
account into the Collection Account as promptly as possible, but in any case not
later than the second Business Day following the receipt thereof, all amounts
received on or in respect of the Contracts.

<PAGE>

The "AVAILABLE FUNDS" for any Payment Date is an amount equal to the sum of
the Available Interest and the Available Principal for such Payment Date.

The Available Interest for a Payment Date will be equal to the total
(without duplication) of the following amounts received by the Servicer on or in
respect of the Contracts during the related Due Period: (i) all amounts received
in respect of interest on the Contracts (as well as late payment penalty fees
and extension fees), (ii) the interest component of all Net Liquidation Proceeds
(as defined in the Agreement) with respect to any Contract, (iii) the interest
component of the aggregate of the Repurchase Prices for Contracts repurchased by
the Seller as the result of the Seller's breach of representations and
warranties, (iv) all Advances made by the Servicer, (v) the interest component
of all amounts paid by the Seller in connection with an optional repurchase of
the Contracts when the aggregate outstanding Class A Certificate Balance and
Class B Certificate Balance has declined to less than 10% of the aggregate Class
A Initial Certificate Balance and Class B Initial Certificate Balance, (vi) all
amounts received in respect of Carrying Charges transferred from the Interest
Reserve Account, and (vii) all amounts received in respect of interest,
dividends, gains, income and earnings on investment of funds in the Trust
Accounts.

The Available Principal for a Payment Date means the total (without
duplication) of the following amounts received by the Servicer on or in respect
of the Contracts during the related Due Period: (i) all amounts received in
respect of principal on the Contracts, (ii) the principal component of all Net
Liquidation Proceeds, (iii) the principal component of the aggregate of the
Repurchase Prices for Contracts repurchased by the Seller as the result of the
Seller's breach of certain representations and warranties, and (iv) the
principal component of all amounts paid by the Seller in connection with an
optional repurchase of the Contracts in the circumstance described above.

CALCULATION OF DISTRIBUTABLE AMOUNTS

The "CLASS A DISTRIBUTABLE AMOUNT" with respect to a Payment Date will
equal the sum of (a) the Class A Principal Distributable Amount (as defined in
"SUMMARY OF TERMS --MONTHLY PRINCIPAL DISTRIBUTIONS" above), and (b) the Class
A Interest Distributable Amount (as defined in "SUMMARY OF TERMS --MONTHLY
INTEREST DISTRIBUTIONS" above) for such Payment Date.

The "CLASS B DISTRIBUTABLE AMOUNT" with respect to a Payment Date will
equal the sum of (a) the Class B Principal Distributable Amount (as defined in
"SUMMARY OF TERMS --MONTHLY PRINCIPAL DISTRIBUTIONS" above) and (b) the Class B
Interest Distributable Amount (as defined in "SUMMARY OF TERMS --MONTHLY
INTEREST DISTRIBUTIONS" above) for such Payment Date.

DISTRIBUTIONS ON CERTIFICATES

On the fourth Business Day of each month (the "DETERMINATION DATE") the
Servicer will determine the following: (i) the amount of the Available Funds
with respect to the upcoming Payment Date occurring in such month, (ii)
Available Interest with respect to the upcoming Payment Date occurring in such
month, and (iii) Available Principal with respect to the upcoming Payment Date
occurring in such month.

On each Payment Date, the Trustee will distribute the following amounts in
the following order and priority:

(a) from the Special Distribution Subaccount, the amount of
any Mandatory Special Distribution, to be distributed (i) to the
Class A Certificateholders, in an amount equal to the Class A
Percentage multiplied by the amount in the Special Distribution
Subaccount and (ii) to the Class B Certificateholders, in an amount
equal to the Class B Percentage multiplied by the amount in the
Special Distribution Subaccount, with the amounts in the Special
Distribution Subaccount being derived from draws on the Pre-Funding
Account (which amounts are available solely for payment of such
Special Distributions and not for any other purpose);

(b) from the Available Funds, reimbursement to the Servicer for
Advances previously made;

<PAGE>
(c) from the Available Interest, the Servicing Fee to the Servicer;

(d) from the Available Interest, the Trustee's Fee for the related
Due Period to the Trustee;

(e) from the Available Interest, the Back-up Servicer Fee for the
related Due Period to the Back-up Servicer;

(f) from the Available Interest, to the Class A
Certificateholders of record, an amount equal to the Class A Interest
Distributable Amount (including Class A Interest Carryover Shortfall)
for such Payment Date and, if such Available Interest is insufficient,
the Class A Certificateholders will receive such shortfall first, from
the Class B Percentage of Available Principal and second, if such
amounts are still insufficient, from monies on deposit in the Reserve
Fund;

(g) from the Available Interest, to the Class B
Certificateholders of record, an amount equal to the Class B Interest
Distributable Amount (including Class B Interest Carryover Shortfall)
for such Payment Date and, if such Available Interest is insufficient,
the Class B Certificateholders will receive such shortfall from monies
on deposit in the Reserve Fund;

(h) from the Available Principal, to the Class A
Certificateholders of record, an amount equal to the Class A Principal
Distributable Amount (including Class A Principal Carryover Shortfall)
for such Payment Date and, if such Available Principal is
insufficient, the Class A Certificateholders will receive such
shortfall first, from Available Interest and second, if such amounts
are still insufficient, from monies on deposit in the Reserve Fund;

(i) from the Available Principal, to the Class B
Certificateholders of record, an amount equal to the Class B Principal
Distributable Amount (including Class B Principal Carryover Shortfall)
for such Payment Date and, if such Available Principal is
insufficient, the Class B Certificateholders will receive such
shortfall first, from Available Interest and second, if such amounts
are still insufficient, from monies on deposit in the Reserve Fund; and

(j) any remaining Available Funds after the payments described in
clauses (a) through (i) above shall be transferred to the Reserve Agent for
deposit in the Reserve Account.

Distributions on each Payment Date will be made to holders of record of
each Class of Certificates on the related Record Date in an amount equal to the
product of the Fractional Interest (as defined herein) represented by the
Certificates of such Class held by such Certificateholders on such Record Date
and the aggregate amounts distributed in respect of the Certificates of such
Class on such Payment Date. The "FRACTIONAL INTEREST" represented by the
Certificates of a Class held by a Certificateholder on any date equals the
percentage obtained by dividing (i) the principal balance of all Certificates of
such Class held by such Certificateholder on such date by (ii) the aggregate of
the principal balances of all of the Certificates of such Class held by all
Certificateholders on such date.

SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE FUND; INTEREST RESERVE
ACCOUNT

SUBORDINATION. The rights of the Class B Certificateholders to receive
payments in respect of the Class B Interest Distributable Amount on any
Payment Date are subordinated to the rights of the Class A Certificateholders
to receive payments in respect of the Class A Interest Distributable Amount
on such date, and the rights of the Class B Certificateholders to receive
payments in respect of the Class B Principal Distributable Amount on any
Payment Date are subordinated to the rights of the Class A Certificateholders
to receive payments in respect of the Class A Interest Distributable Amount
and the Class A Principal Distributable Amount for such date. Consequently,
on any Payment Date, Available Interest (after the payment therefrom of any
unreimbursed Advances to the Servicer, the Servicing Fee, the Back-up
Servicing Fee and the Trustee's Fee on such date) and monies on deposit in
the Reserve Fund will be applied to the payment of the Class A Interest
Distributable Amount before payment of the Class B Interest Distributable
Amount, and on any Payment Date, Available Principal (after the payment
therefrom of any unreimbursed Advances to the Servicer), Available Interest
(after the payment therefrom of any unreimbursed

33
<PAGE>

Advances to the Servicer, the Servicing Fee, the Trustee's Fee, the Back-up
Servicing Fee, the Class A Interest Distributable Amount and the Class B
Interest Distributable Amount) and monies on deposit in the Reserve Fund will
be applied to the payment of the Class A Principal Distributable Amount
before payment of the Class B Principal Distributable Amount. In addition,
on any Payment Date, amounts in respect of the Class B Percentage of
Available Principal may be distributed to pay the Class A Interest
Distributable Amount. If amounts otherwise allocable to the Class B
Certificates are used to fund payments of interest on or principal of the
Class A Certificates, distributions with respect to the Class B Certificates
may be delayed or reduced and Class B Certificateholders may suffer a loss.

The Certificateholders will have the benefit of the Reserve Fund. The
Reserve Fund will not be a part of or otherwise includible in the Trust and will
be a segregated trust account held by the Reserve Agent for the benefit of the
Trustee. Any amounts held on deposit in the Reserve Fund and any investment
earnings thereon are owned by, and will be taxable to, the Trust Depositor for
federal income tax purposes. The Reserve Fund will be created with an initial
deposit by the Trust Depositor of an amount equal to[ ]% of the Principal
Balance of the Initial Contracts ($_________) in the Trust and will thereafter
be funded on each Payment Date by the deposit therein of certain monies pursuant
to the Agreement, until the monies in the Reserve Fund reach an amount equal to
the Reserve Fund Requisite Amount (as hereinafter defined). Thereafter, on each
Payment Date on which amounts held in the Reserve Fund (after giving effect to
any required withdrawals therefrom on such date) exceed the Reserve Fund
Requisite Amount such amounts shall be released to the Trust Depositor and the
Trustee's lien thereon shall be released.

The "RESERVE FUND REQUISITE AMOUNT" with respect to any Payment Date will
be an amount equal to [ ]% of the Principal Balance of the Contracts in the
Trust as of the first day of the immediately preceding Due Period; provided,
however, in the event a Reserve Fund Trigger Event (as defined herein) occurs
with respect to a Payment Date and has not terminated for three consecutive
Payment Dates (inclusive of the respective Payment Date), the Reserve Fund
Requisite Amount shall be equal to [ ]% of the Principal Balance of the
Contracts in the Trust as of the first day of the immediately preceding Due
Period. Notwithstanding the foregoing, after the Funding Period, in no event
shall the Reserve Fund Requisite Amount be less than [ ]% of the aggregate
of the Initial Class A Certificate Balance and Initial Class B Certificate
Balance. As of any Payment Date, the amount of funds actually on deposit in the
Reserve Fund may, in certain circumstances, be less than the Reserve Fund
Requisite Amount.

A "RESERVE FUND TRIGGER EVENT" will have been deemed to occur with
respect to any Payment Date if (i) the Average Delinquency Ratio (as defined
herein) for such Payment Date is equal to or greater than [ ]%; (ii)
the Average Loss Ratio (as defined herein) for such Payment Date is equal to
or greater than [ ]%, (iii) the Cumulative Loss Ratio (as defined
herein) for such Payment Date is equal to or greater than (a) [ ]% with
respect to any Payment Date which occurs within the period from the Closing
Date to, and inclusive of, the first anniversary of the Closing Date, (b)
[ ]% with respect to any Payment Date which occurs within the period
from the day after the first anniversary of the Closing Date to, and
inclusive of, the second anniversary of the Closing Date, or (c) [ ]%
for any Payment Date following the second anniversary of the Closing Date or
(iv) the Average Default Ratio for such Payment Date is equal to or greater
than [ ]%. The "AVERAGE DELINQUENCY RATIO" for any Payment Date is
equal to the arithmetic average of the Delinquency Ratios for the Payment
Date and the two immediately preceding Payment Dates and the Delinquency
Ratio for any Payment Date is equal to the fraction (expressed as a
percentage) derived by dividing (a) the Delinquency Amount during the
immediately preceding Due Period multiplied by twelve by (b) the Principal
Balance of the Contracts as of the beginning of the related Due Period. The
"DELINQUENCY AMOUNT" as of any Payment Date means the Principal Balance of
all Contracts that were delinquent 60 days or more as of the end of the
related Due Period (including Contracts in respect of which the related
Motorcycles have been repossessed and are still inventory). The "AVERAGE LOSS
RATIO" for any Payment Date is equal to the arithmetic average of the Loss
Ratios for such Payment Date and the two immediately preceding Payment Dates
and the Loss Ratio for any Payment Date is equal to the fraction (expressed
as a percentage) derived by dividing (x) the Net Liquidation Losses for all
Contracts that became Liquidated Contracts during the immediately preceding
Due Period multiplied by twelve by (y) the outstanding Principal Balances of
all Contracts as of the beginning of the related Due Period. "NET LIQUIDATION
LOSSES" means, with respect to a Liquidated Contract, the amount, if any, by
which (a) the outstanding Principal Balance of such Liquidated Contract plus
accrued and unpaid interest thereon at the Contract Rate to the date on which
such Liquidated Contract became a Liquidated Contract exceeds (b) the Net
Liquidation Proceeds for such Liquidated Contract. "NET

34
<PAGE>
LIQUIDATION PROCEEDS" means, as to any Liquidated Contract, the proceeds
realized on the sale or other disposition of the related Motorcycle,
including proceeds realized on the repurchase of such Motorcycle by the
originating dealer for breach of warranties, and the proceeds of any
insurance relating to such Motorcycle, after payment of all expenses incurred
thereby, together, in all instances, with the expected or actual proceeds of
any recourse rights relating to such Contract as well as any post disposition
proceeds received by the Servicer. "LIQUIDATED CONTRACT" means any defaulted
Contract as to which the Servicer has determined that all amounts which it
expects to recover from or on account of such Contract have been recovered;
provided that any defaulted Contract in respect of which the related
Motorcycle has been realized upon and disposed of and the proceeds of such
disposition have been realized shall be deemed to be a Liquidated Contract;
and provided further, a Contract which has been repossessed and has not been
sold by the Servicer for a period in excess of 90 days from such date of
repossession or a Contract which has been delinquent more than 150 days shall
be deemed to be a Liquidated Contract with a zero balance. The "CUMULATIVE
LOSS RATIO" for any Payment Date means the fraction (expressed as a
percentage) computed by the Servicer by dividing (a) the aggregate Net
Liquidation Losses for all Contracts since the Cutoff Date through the end of
the related Due Period by (b) the sum of (i) the Principal Balance of the
Contracts as of the Cutoff Date plus (B) the Principal Balance of any
Subsequent Contracts as of the related Subsequent Cutoff Date. The "AVERAGE
DEFAULT RATIO" for any Payment Date is equal to the arithmetic average of the
Default Ratio for such Payment Date and the two immediately preceding Payment
Dates and the Default Ratio for any Payment Date is equal to the fraction
(expressed as a percentage) derived by dividing (x) the Principal Balance for
all Contracts that become Defaulted Contracts during the immediately
preceding Due Period multiplied by twelve by (y) the outstanding Principal
Balances of all Contracts as of the beginning of the related Due Period. A
"DEFAULTED CONTRACT" means a Contract with respect to which there has
occurred one or more of the following: (i) all or some portion of any payment
under the Contract is 120 days or more delinquent, (ii) repossession (and
expiration of any redemption period) of a Motorcycle securing a Contract, or
(iii) the Servicer has determined in good faith that an Obligor is not likely
to resume payment under a Contract. A Trigger Event will be deemed to have
terminated with respect to a Payment Date if no Trigger Event shall exist
with respect to three consecutive Payment Dates (inclusive of the respective
Payment Date).

The Servicer may, from time to time after the date of this Prospectus
Supplement, request each Rating Agency to approve a formula for determining
the Reserve Fund Requisite Amount that is different from those described
above and would result in a decrease in the Reserve Fund Requisite Amount or
the manner by which the Reserve Fund is funded. If each Rating Agency
delivers a letter to the Trustee to the effect that the use of any such new
formulation will not result in a qualification, reduction or withdrawal of
its then-current rating of the Class A Certificates and the Class B
Certificates, then the Reserve Fund Requisite Amount will be determined in
accordance with such new formula. The Agreement will accordingly be amended,
without the consent of any Certificateholder, to reflect such new calculation.

Amounts held from time to time in the Reserve Fund will continue to be
held for the benefit of the Certificateholders. Funds on deposit in the
Reserve Fund may be invested in Reserve Fund Permitted Investments (as
defined in the Agreement). Investment income on monies on deposit in the
Reserve Fund will not be available for distribution to Certificateholders or
otherwise subject to any claims or rights of the Certificateholders and will
be paid to the Trust Depositor. Any loss on such investments will be charged
to the Reserve Fund.

If on any Payment Date the Class B Certificate Balance equals zero and
amounts on deposit in the Reserve Fund have been depleted as a result of
losses in respect of the Contracts, the protection afforded to the Class A
Certificateholders by the subordination of the Class B Certificates and by
the Reserve Fund will be exhausted and the Class A Certificateholders will
bear directly the risks associated with ownership of the Contracts.

Neither the Class B Certificateholders, the Seller nor the Servicer will
be required to refund any amounts properly distributed or paid to them,
whether or not there are sufficient funds on any subsequent Payment Date to
make full distributions to the Class A Certificateholders.

The Trust Depositor has established, and funded with an initial deposit
on the Closing Date, the Interest Reserve Account for the purpose of
providing additional funds (by payment to the Trust of Carrying Charges as
described below) to pay certain distributions on Payment Dates occurring
during (and on the first Payment Date
35
<PAGE>

following the end of) the Funding Period. In addition to the initial
deposit, all investment earnings with respect to the Pre-Funded Amount are to
be deposited into the Interest Reserve Account and, pursuant to the Deposit
Agreement, the Trust Depositor is obligated to pay to the Trust, on each
Payment Date described above, Carrying Charges from such account. The
Interest Reserve Account has been established to account for the fact that a
portion of the proceeds obtained from the sale of Certificates will be
initially deposited in the Pre-Funding Account (as the initial Pre-Funded
Amount) rather than invested in Contracts, and the monthly investment
earnings on such Pre-Funded Amount (until the Pre-Funded Amount is used to
purchase Subsequent Contracts) are expected to be less than the Class A
Pass-Through Rate and Class B Pass-Through Rate, with respect to the
corresponding portion of the Class A Certificate Balance and Class B
Certificate Balance. The Interest Reserve Account is not designed to provide
any protection against losses on the Contracts in the Trust. The Interest
Reserve Account will not be a part of or otherwise includible in the Trust
and will be a segregated trust account held by the Trust Depositor for the
benefit of the Trustee. Any amounts held on deposit in the Interest Reserve
Account and any investment earnings thereon are owned by, and will be taxable
to, the Trust Depositor for federal income tax purposes. After the Funding
Period, money in the Interest Reserve Account will be released to the Trust
Depositor free and clear of the lien of the Security Agreement.

ADVANCES

The Servicer is obligated to advance each month an amount equal to accrued
and unpaid interest on the Contracts which was delinquent with respect to the
related Due Period, but only to the extent that the Servicer believes that the
amount of such Advance will be recoverable from collections on the Contracts.
(Section 8.03.) The Servicer will deposit any Advances in the Collection
Account no later than the Determination Date. The Servicer will be entitled to
recoup Advances on a Contract by means of a first priority withdrawal from
Available Funds on any Payment Date. (Section 8.07.)

REPORTS TO CERTIFICATEHOLDERS

Concurrently with each distribution to Certificateholders pursuant to
Article VIII of the Agreement, the Trustee, in its capacity as Certificate
Registrar and Paying Agent, shall cause to be mailed to each Certificateholder,
at the address appearing in the Certificate Register, a statement as of the
related Payment Date prepared by the Servicer setting forth:

(i) the amount distributed on such date and allocable to principal of
the Class A Certificates and Class B Certificates;

(ii) the amount distributed on such date and allocable to interest on
the Class A Certificates and Class B Certificates;

(iii) the amount of the Class A and Class B Principal and Interest
Carryover Shortfalls, if any, on such Payment Date and the change in the
Class A and Class B Principal and Interest Carryover Shortfalls from the
immediately preceding Payment Date;

(iv) the amount otherwise distributable to the Class B
Certificateholders that is instead distributed to the Class A
Certificateholders on such Payment Date;

(v) the amount of the distributions described in (i) or (ii) above
payable pursuant to a claim on the Reserve Fund or from any other source
not constituting Available Funds and the amount remaining in the Reserve
Fund after giving effect to all deposits and withdrawals from the Reserve
Fund on such date;

(vi) the amount of any Special Distribution to be made on such Payment
Date;

(vii) for each Payment Date during the Funding Period, the remaining
Pre-Funded Amount;

<PAGE>

(viii) for each Payment Date during the Funding Period to and
including the Payment Date immediately following the end of the Funding
Period, the Principal Balance and number of Subsequent Contracts conveyed
to the Trust during the related Due Period;

(ix) the remaining Class A Certificate Balance and Class B Certificate
Balance after giving effect to the distribution of principal (and Special
Distribution, if any) to be made on such Payment Date;

(x) the Pool Balance as of the close of business on the last day of
the related Due Period;

(xi) the Class A Pool Factor and the Class B Pool Factor immediately
before and immediately after such Payment Date;

(xii) the amount of fees payable out of the Trust, separately
identifying the Monthly Servicing Fee, the Trustee Fee and the Back-up
Servicer Fee;

(xiii) the number and aggregate Principal Balance of Contracts
delinquent, 31-59 days, 60-89 days and 90 or more days, computed as of the
end of the related Due Period;

(xiv) the number and aggregate Principal Balance of Contracts that
became Liquidated Contracts during the immediately preceding Due Period,
the amount of liquidation proceeds for such Due Period, the amount of
liquidation expenses being deducted from liquidation proceeds for such Due
Period, the Net Liquidation Proceeds and the Net Liquidation Losses for
such Due Period;

(xv) the Loss Ratio, the Average Loss Ratio, the Cumulative Loss
Ratio, the Delinquency Ratio, the Average Delinquency Ratio, the Default
Ratio and the Average Default Ratio as of such Payment Date;

(xvi) the number of Contracts and the aggregate Principal Balance of
such Contracts, as of the first day of the Due Period relating to such
Payment Date (after giving effect to payments received during such Due
Period and to any transfers of Subsequent Contracts to the Trust occurring
on or prior to such Payment Date);

(xvii) the aggregate Principal Balance and number of Contracts that
were repurchased by the Seller pursuant to the Agreement with respect to
the related Due Period, identifying such Contracts and the Repurchase Price
for such Contracts; and

(xviii) such other customary factual information as is available to
the Servicer as the Servicer deems necessary and can reasonably obtain from
its existing data base to enable Certificateholders to prepare their tax
return.

Within 75 days after the end of each calendar year, the Certificate
Registrar shall mail to each Certificateholder of record at any time during
such calendar year a report as to the aggregate amounts reported pursuant to
subsections (a)(i), (ii), and (xii) described above attributable to such
Certificateholder and such other information as is reasonably necessary for
the preparation of such Certificateholder's income tax return in respect of
the Certificates for such calendar year.

ANNUAL STATEMENT OF COMPLIANCE FROM SERVICER

The Servicer will deliver to the Trustee, Moody's and S&P on or before
January 31 of each year commencing January 31, 199[ ], an officer's
certificate stating that (a) a review of its activities during the prior
calendar year and of its performance under the Agreement was made under the
supervision of the officer signing such certificate and (b) to such officer's
knowledge, based on such review, the Servicer has fully performed all its
obligations under the Agreement throughout such period, or, if there has been
a default in the performance of any such obligation, specifying each such
default known to such officer and the nature and status thereof. A copy of
such certificate may be obtained

<PAGE>

by any Certificateholder by a request in writing to the Trustee addressed as
follows: 311 West Monroe Street, 12th Floor, Chicago, Illinois 60606,
Attention: Indenture Trust Division.

REPURCHASE OPTION

The Agreement will provide that on any Payment Date on which the
aggregate of the Class A and Class B Certificate Balance is less than 10% of
the Class A and Class B Initial Certificate Principal Balance, the Seller
will have the option to repurchase, on 20 days' prior written notice to the
Trustee, all outstanding Contracts at a price equal to the Class A and Class
B Certificate Balance on the prior Payment Date plus the aggregate of the
Class A Interest Distributable Amount and the Class B Interest Distributable
Amount for the current Payment Date as well as the accrued and unpaid Monthly
Servicing Fee, Trustee Fee, Back-up Servicer Fee and unreimbursed Advances to
the date of such repurchase. Such repurchase will effect an early
termination of the Trust. The Trustee shall send written notice to each
Certificateholder of the Seller's intention to repurchase such Contracts
within five Business Days of the Trustee's receipt of written notice from the
Seller of the Seller's intention. (Section 8.08.)

MANDATORY SPECIAL DISTRIBUTIONS

The Class A Certificates and Class B Certificates will be prepaid in part
pursuant to a Mandatory Special Distribution, without premium, on the Payment
Date on or immediately following the last day of the Funding Period in the
event that any amount remains on deposit in the Pre-Funding Account after
giving effect to the purchase of all Subsequent Contracts, including any such
purchase on such date. The aggregate principal amount of Class A
Certificates and Class B Certificates to be prepaid will be an amount equal
to the amount then on deposit in the Pre-Funding Account multiplied by the
Class A Percentage and Class B Percentage, respectively.

COLLECTION AND OTHER SERVICING PROCEDURES

The Servicer will manage, administer, service and make collections on
the Contracts exercising the degree of skill and care consistent with the
highest degree of skill and care that the Servicer exercises with respect to
similar contracts serviced by the Servicer and in any event with no less
degree of skill and care than would be exercised by a prudent servicer of
motorcycle conditional sales contracts. (Section 5.02.)

The Servicer may, consistent with its customary servicing procedures,
grant to the Obligor on any Contract an extension of payments due under such
Contract, PROVIDED that (i) the extension period is limited to 45 days, (ii)
and the Obligor has been in good standing for the previous twelve-month
period, (iii) such extension is consistent with the Servicer's customary
servicing procedures and with the Agreement, (iv) such extension does not
extend the maturity date of the Contract beyond the last maturity date of any
of the Contracts as of the Initial Cutoff Date (or as of the last Subsequent
Cutoff Date, if any) and (v) the aggregate Principal Balances of Contracts
which have had extensions granted does not exceed more than [_____%] of the
aggregate of the Class A Initial Certificate Principal Balance and the Class
B Initial Certificate Principal Balance.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The Servicer will be entitled to receive a Monthly Servicing Fee for
each Due Period (to be paid on the related Payment Date) equal to [______] of
[_______%] of the Principal Balance of the Contracts as of the beginning of
such Due Period. Along with the Monthly Servicing Fee, and included as part
of the "SERVICING FEE" as defined in the Agreement, the Servicer will be
entitled to receive late payment penalty fees and extension fee paid by
Obligors during the related Due Period as additional compensation. Such
Servicing Fee is payable from Available Interest prior to the payment from
such Available Interest of interest and/or principal on the Certificates.
See "DESCRIPTION OF THE CERTIFICATES --DISTRIBUTIONS ON CERTIFICATES" above.

<PAGE>

The Servicing Fee provides compensation for customary third-party servicing
activities to be performed by the Servicer for the Trust, for additional
administrative services performed by the Servicer on behalf of the Trust and for
expenses paid by the Servicer on behalf of the Trust.

Customary servicing activities include collecting and recording payments,
communicating with Obligors, investigating payment delinquencies, providing
billing and tax records to Obligors and maintaining internal records with
respect to each Contract. Administrative services performed by the Servicer on
behalf of the Trust include selecting and packaging the Contracts, calculating
distributions to Certificateholders and providing related data processing and
reporting services for Certificateholders and on behalf of the Trustee.
Expenses incurred in connection with servicing of the Contracts and paid by the
Servicer from its servicing fees include payment of fees and expenses of
accountants, payments of all fees and expenses incurred in connection with the
enforcement of Contracts, and payment of expenses incurred in connection with
distributions and reports to Certificateholders. (Section 5.08.)

INDIVIDUAL MOTORCYCLE INSURANCE

The terms of each Contract require that for the life of the Contract, each
Motorcycle is covered by a collision and comprehensive or equivalent insurance
policy which covers physical damage risks, provides limited insurance coverage
for damage to the Motorcycle and names the Seller as a loss payee. The amount
of insurance coverage is limited to the value of the Motorcycle. In the
Transfer and Sale Agreement, the Seller has warranted that all premium payments
on such insurance have been paid in full for one year from the date of the
Contracts' origination. (Section 3.02 of the Transfer and Sale Agreement.)
Pursuant to Contract terms, the Servicer may "FORCE PLACE" collision and
comprehensive insurance with respect to the related Motorcycle in those
situations in which the Obligor has not maintained the required insurance.
Currently, the Servicer utilizes Recreational Products Insurance Division, a
division of Universal Underwriters Insurance Company, to "FORCE PLACE"
comprehensive and collision insurance in 31 states in which Obligors reside. As
conveyee and assignee of the Contracts, the Trust will be entitled to the
benefits of such insurance. See "DESCRIPTION OF THE CERTIFICATES--CONVEYANCE OF
CONTRACTS." Following repossession of a Motorcycle by the Servicer, the Servicer
does not maintain such insurance. In the event the Servicer repossesses a
motorcycle on behalf of the Trust, the Servicer will act as self-insurer for any
damage to such motorcycle until it is resold.

EVIDENCE AS TO COMPLIANCE

On or before March 31 of each year, beginning on March 31, 199[ ], the
Servicer will deliver to the Trustee, the Back-up Servicer and each Rating
Agency a report of a nationally recognized accounting firm, with respect to the
twelve months ended the immediately preceding December 31, a statement (the
"ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Servicer, the
Back-up Servicer and to the Trustee to the effect that such firm has audited the
consolidated financial statements of Eaglemark Financial and issued its report
thereon and that such audit (1) was made in accordance with generally accepted
auditing standards, and accordingly included such tests of the accounting
records and such other auditing procedures as such firm considered necessary in
the circumstances; (2) included an examination of documents and records relating
to the servicing of motorcycle conditional sales contracts under pooling and
servicing agreements substantially similar one to another (such statement to
have attached thereto a schedule setting forth the pooling and servicing
agreements covered thereby, including the Agreement); (3) included an
examination of the delinquency and loss statistics relating to the portfolio of
motorcycle conditional sales contracts of Eaglemark Financial and its
subsidiaries; and (4) except as described in the statement, disclosed no
exceptions or errors in the records relating to motorcycle loans serviced for
others that, in the firm's opinion, generally accepted auditing standards
requires such firm to report. The Accountant's Report will further state that
(1) a review in accordance with agreed upon procedures was made of one randomly
selected Monthly Report and (2) except as disclosed in the Accountant's Report,
no exceptions or errors in the Monthly Report so examined were found.

The Agreement provides that the Servicer shall furnish to the Trustee, S&P
and Moody's such underlying data as each may reasonably request. (Section
6.03.)

<PAGE>

CERTAIN MATTERS RELATING TO THE SERVICER

The Agreement provides that the Servicer may not resign from its
obligations and duties as servicer thereunder, except upon a determination that
the Servicer's performance of such duties is no longer permissible under the
Agreement or applicable law, and will prohibit the Servicer from extending
credit to any Certificateholder for the purchase of a Certificate, purchasing
Certificates in any agency or trustee capacity or, except as provided in the
Agreement, lending money to the Trust. (Sections 12.01 and 12.02.)

BACK-UP SERVICER

The Back-up Servicer will, prior to each Payment Date, review the Monthly
Report relating to such Payment Date and shall (i) confirm that such Monthly
Report is complete on its face; (ii) load the computer disk (which will be in a
format acceptable to the Back-up Servicer) received from the Servicer pursuant
to the Agreement, confirm that such computer disk is in readable form and
calculate and confirm the Class A Distributable Amount and Class B Distributable
Amount for the most recent Payment Date; (iii) confirm the Amount of Class A
Interest Carryover Shortfall, Class A Principal Carryover Shortfall, Class B
Interest Carryover Shortfall and Class B Principal Carryover Shortfall; (iv)
confirm that the amount of the Monthly Servicing Fee, the Back-up Servicer Fee,
the Trustee Fee, and the Class A Pool Factor and Class B Pool Factor are
accurate based solely on the recalculation of the Servicer's Monthly Report.

In the event of any discrepancy between the information described above as
calculated by the Servicer from that determined or calculated by the Back-up
Servicer, the Back-up Servicer shall promptly notify the Servicer of such
discrepancy. In the event of a discrepancy as described in the preceding
sentence, payments to Certificateholders on the related Payment Date shall be
made by the Trustee consistent with the information provided by the Servicer.
If within 30 days of such notice being provided to the Servicer, the Back-up
Servicer and the Servicer are unable to resolve such discrepancy, the Back-up
Servicer shall promptly notify Moody's, S&P and the Trustee of such discrepancy
and the Back-up Servicer shall appoint an independent certified public
accountant (at the Servicer's expense and which independent certified public
accountant shall be acceptable to the Back-up Servicer) to review and resolve
any such discrepancy. The Back-up Servicer will receive the Back-up Servicer
Fee as compensation for its services under the Agreement.

Other than as specifically set forth in the Agreement, the Back-up Servicer
shall have no obligation to supervise, verify, monitor or administer the
performance of the Servicer and shall have no liability for any action taken or
omitted by the Servicer. (Section 5.12). The Back-up Servicer shall not resign
except upon a determination that by reason of a change in legal requirements the
performance of its duties would cause it to be in violation of such legal
requirements in a manner which would have a material adverse effect on the
Back-up Servicer, which determination shall be evidenced by an opinion of
counsel for the Back-up Servicer to such effect delivered to the Trustee.
(Section 5.14)

EVENTS OF TERMINATION

An "EVENT OF TERMINATION" under the Agreement will occur if (a) either
the Servicer or the Seller fails to make any payment or deposit required
under the Certificates, the Agreement or the Transfer and Sale Agreement and
such failure continues for four Business Days after the date on which such
payment or deposit was due; (b) either the Servicer or the Seller fails to
observe or perform in any material respect any covenant or agreement in the
Certificates, the Agreement or the Transfer and Sale Agreement which
continues unremedied for thirty days after the date on which such failure
commences; (c) either the Servicer or the Seller assigns its duties or rights
under the Agreement or the Transfer and Sale Agreement, except as
specifically permitted under the Agreement or the Transfer and Sale
Agreement, or attempts to make such an assignment; (d) a court having
jurisdiction in the premises enters a decree or order for relief in respect
of the Servicer or Trust Depositor in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Servicer, or Trust Depositor, or
for any substantial liquidation of their respective affairs; (e) the Servicer
or Trust Depositor commences a voluntary case under any applicable
bankruptcy,

<PAGE>

insolvency or similar law, or consents to the entry of an order for relief in
an involuntary case under any such law, or consents to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of the Servicer or Trust Depositor
or for any substantial part of its property or shall have made any general
assignment for the benefit of creditors, or fails to, or admits in writing
its inability to, pay debts as they become due, or takes any corporate action
in furtherance of the foregoing; (f) the failure of the Servicer to deliver
the Monthly Report pursuant to the terms of the Agreement and such failure
remains uncured for five business days after the date on which such failure
commences; or (g) any representation, warranty or statement of the Servicer
made in the Agreement or any certificate, report or other writing delivered
pursuant thereto shall prove to be incorrect in any material respect as of
the time when the same shall have been made and the incorrectness of such
representation, warranty or statement has a material adverse effect on the
Trust and, within 30 days after written notice thereof shall have been given
to the Servicer or the Trust Depositor by the Trustee, the circumstances or
condition in respect of which such representation, warranty or statement was
incorrect shall not have been eliminated or otherwise cured. (Section 7.01
and 7.02.) The Servicer will be required under the Agreement to give the
Trustee, Moody's, S&P, the Back-up Servicer and the Certificateholders notice
of an Event of Termination promptly upon the occurrence of such Event.
(Section 7.04.)

RIGHTS UPON AN EVENT OF TERMINATION

If an Event of Termination has occurred and is continuing, (a) the
Trustee or (b) the holders of Certificates with aggregate Fractional
Interests evidencing 25% or more of the Trust may terminate all of the
Servicer's management, administrative, servicing, custodian and collection
functions under the Agreement. Upon such termination, the Back-up Servicer
will succeed to all the responsibilities, duties and liabilities of the
Servicer under the Agreement and will be entitled to similar compensation
arrangements, PROVIDED, HOWEVER, that the Back-up Servicer will not assume
any obligation of the Seller to repurchase Contracts for breach of
representations and warranties, and the Back-up Servicer will not be liable
for any acts or omissions of the Servicer occurring prior to a transfer of
the Servicer's servicing and related functions or for any breach by the
Servicer of any of its representations and warranties contained in the
Agreement or any related document or agreement. Notwithstanding such
termination, the Servicer shall be entitled to payment of certain amounts
payable to it prior to such termination, for services rendered prior to such
termination. No such termination will affect in any manner the Seller's
obligation to repurchase certain Contracts for breaches of representations
and warranties under the Agreement. In the event that the Back-up Servicer
in so acting would be in violation of legal requirements with a resulting
material adverse effect upon it, it may resign such role and if a successor
has not been appointed within 60 days, it may petition a court of competent
jurisdiction for its removal. (Sections 5.14 and 7.03.)

Following an Event of Termination, the Back-up Servicer shall terminate
the Lockbox Agreement and direct all Obligors under the Contracts to make all
payments under the Contracts to the Back-up Servicer, or to a lockbox
established by the Back-up Servicer. (Section 5.16)

TERMINATION OF THE AGREEMENT

The Agreement will terminate (after distribution of all Class A
Distributable Amounts and Class B Distributable Amounts due to Class A
Certificateholders and Class B Certificateholders) on the Payment Date on
which the Class A Certificate Balance and Class B Certificate Balance is
reduced to zero; provided, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
"DESCRIPTION OF THE CERTIFICATES--REPURCHASE OPTION" above. However, the
Seller's representations, warranties and indemnities will survive any
termination of the Agreement. (Section 12.04.) Upon termination, amounts in
the Collection Account, if any, will be paid to the Seller. See "DESCRIPTION
OF THE CERTIFICATES--SERVICING COMPENSATION AND PAYMENT OF EXPENSES" above.

<PAGE>

AMENDMENT; WAIVER

The Agreement may be amended by agreement of the Trustee, the Servicer,
the Back-up Servicer and the Trust Depositor at any time without the consent
of the Certificateholders to correct manifest error, to cure any ambiguity,
to correct or supplement any provision which may be inconsistent with any
other provision or to add other provisions not inconsistent with the
Agreement upon receipt of an opinion of counsel to the Trust Depositor that
such amendment will not adversely affect in any material respect the
interests of any Certificateholder. (Section 12.08.)

The Agreement may also be amended from time to time by the Trustee, the
Servicer, the Back-up Servicer and the Trust Depositor, and with the consent of
Certificateholders evidencing Fractional Interests representing 66-2/3% or more
of the Certificate Principal Balance of each Class voting as a separate Class
PROVIDED that no such amendment or waiver shall (a) reduce in any manner the
amount of, or delay the timing of, collections of payments on Contracts or
distributions which are required to be made on any Certificate or (b) reduce the
aggregate amount of Certificates required for any amendment of the Agreement on
any waiver of an Event of Termination, without unanimous consent of the
Certificateholders. (Sections 7.06 and 12.08.)

The Trustee is required under the Agreement to furnish Certificateholders,
S&P and Moody's with notice promptly upon execution of any amendment to the
Agreement and a copy of any such amendment. (Section 12.08.)

INDEMNIFICATION

The Agreement will provide that the Servicer will defend and indemnify
the Trust, the Trustee (including any agent of the Trustee), and the
Certificateholders against any and all costs, expenses, losses, damages,
claims and liabilities, including reasonable fees and expenses of counsel and
expenses of litigation arising out of or resulting from the use, ownership or
operation by the Servicer or any affiliate thereof of any Motorcycle securing
a Contract. The Transfer and Sale Agreement further provides that the Seller
will pay any taxes and defend, indemnify and hold harmless the Trust, the
Trustee (including any agent of the Trustee) and the Certificateholders
against any and all costs, expenses, losses, damages, claims and liabilities,
including reasonable fees and expenses of counsel and expenses of litigation
for any taxes which may at any time be asserted with respect to the
conveyance of the Contracts to the Trust (but not including any federal,
state or other tax arising out of the creation of the Trust and the issuance
of the Certificates). (Article X.)

The Agreement will also provide that the Servicer, in connection with
its duties as servicer of the Contracts, will defend and indemnify the Trust,
the Trustee and the Certificateholders (which indemnification will survive
any removal of the Seller as Servicer of the Contracts) against any and all
costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel and expenses of litigation, in
respect of any action taken by the Servicer with respect to any Contract.
(Section 10.04.)

DUTIES AND IMMUNITIES OF THE TRUSTEE

The Trustee will make no representations as to the validity or sufficiency
of the Agreement, the Certificates or of any Contract, Contract file or related
documents, and will not be accountable for the use or application by the Trust
Depositor of any funds paid to the Trust Depositor in consideration of the
conveyance of the Contracts or deposited into or withdrawn from the Collection
Account by the Servicer. (Section 11.03.) If no Event of Termination has
occurred, the Trustee will be required to perform only those duties specifically
required of it under the Agreement and will not be personally liable for any
actions taken, suffered or omitted by it in good faith with the direction of
Certificateholders evidencing Fractional Interests representing at least 25% of
the Certificate Principal Balance of each Class voting as a separate Class.
However, upon receipt of the various certificates, reports or other instruments
required to be furnished to it, the Trustee will be required to examine them to
determine whether they conform as to form to the requirements of the Agreement.
(Section 11.01.)

Certificateholders with Fractional Interests representing 25% or more of
the Certificate Principal Balance of each Class voting as a separate Class shall
have the right to direct the time, method and place of conducting any

<PAGE>

proceeding for any remedy available to the Trustee under the Agreement, or
exercising any trust or power conferred on the Trustee under the Agreement,
except that the required percentage for waivers of Events of Termination
shall be 51% or more of each Class voting as a separate Class. (Section
11.05).

Under the Agreement the Servicer will agree to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the Trust and its duties thereunder, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
thereunder. (Section 11.06.)

The Agreement also provides that the Trustee will maintain at its expense
in Chicago, Illinois, an office or agency where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustee and the certificate registrar and transfer agent in respect of
the Certificates pursuant to the Agreement may be served. On the date hereof
the Trustee's office for such purposes is located at 311 West Monroe Street,
12th Floor, Chicago, Illinois 60606. The Trustee will promptly give written
notice to the Trust Depositor and the Certificateholders of any change thereof.
(Section 12.03.)

THE TRUSTEE

The Trustee is an Illinois banking corporation. The Trustee may resign at
any time, in which event the Servicer will be obligated to appoint a successor
Trustee. The Servicer may also remove the Trustee if the Trustee ceases to be
eligible to continue as such under the Agreement or if the Trustee becomes
insolvent. In such circumstances, the Servicer will also be obligated to
appoint a successor Trustee. Any resignation or removal of the Trustee and
appointment of a successor Trustee will not become effective until acceptance of
the appointment by the successor Trustee. (Section 11.08.) For its services
under the Agreement, the Trustee will receive the Trustee's Fee.

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS;
REPURCHASE OBLIGATIONS

GENERAL

As a result of the Seller's conveyance and assignment of the Contracts to
the Trust Depositor pursuant to the Transfer and Sale Agreement and the Trust
Depositor's conveyance and assignment of the Contracts to the Trust pursuant to
the Agreement, the Certificateholders, through the Trust, will succeed
collectively to all of the rights under such Contracts (including the right to
receive payment on the Contracts) on or after the related Cutoff Date. Each
Contract evidences both (a) the obligation of the Obligor to repay the loan
evidenced thereby and (b) the grant of a security interest in the Motorcycle to
secure repayment of such loan. Certain aspects of both features of the
Contracts are more fully described below.

The Contracts are "CHATTEL PAPER" as defined in the Uniform Commercial Code
(the "UCC") in effect in the states in which the Motorcycles were initially
registered. Pursuant to the UCC, the sale of chattel paper is treated in a
manner similar to perfection of a security interest in chattel paper. The
Seller and the Trust Depositor will make an appropriate filing of UCC-1
financing statements in Nevada and Illinois to give notice of the Trust's
ownership of the Contracts, and the Contracts held by the Servicer as custodian
will be stamped to reflect their conveyance and assignment from the Seller to
the Trust Depositor and the Trust Depositor to the Trust. However, if a
subsequent purchaser were able to take physical possession of any Contracts
without notice of such conveyance and assignment, the Trust's interest in those
Contracts could be defeated. See "DESCRIPTION OF THE CERTIFICATES--CONVEYANCE
OF CONTRACTS" above.

SECURITY INTERESTS IN THE MOTORCYCLES

The Motorcycles securing the Contracts are located in 50 states. Security
interests in motorcycles may be perfected either by notation of the secured
party's lien on the certificate of title or by delivery of the required
documents

<PAGE>

and payment of a fee to the state motor vehicle authority, depending on state
law. The Seller's practice is to effect such notation or delivery of the
required documents and fees, and to obtain possession of the certificate of
title, as appropriate under the laws of the state in which any Motorcycle
securing a Motorcycle conditional sales contract is registered. In the event
either the Seller fails, due to clerical error, to effect such notation or
delivery, or files the security interest under the wrong law, the Seller may
not have a first priority security interest in the Motorcycle securing a
Contract. In such event, the only recourse of the Trust would be against the
Seller pursuant to its repurchase obligation. See "SECURITY INTEREST AND
OTHER ASPECTS OF THE CONTRACTS; REPURCHASE OBLIGATIONS--REPURCHASE
OBLIGATIONS" below. However, the Seller believes that it has obtained a
perfected first priority security interest by proper notation or delivery of
the required documents and fees with respect to all of the Motorcycles
securing Contracts.

The Seller will convey and assign its security interest in the Motorcycles
to the Trust Depositor pursuant to the Transfer and Sale Agreement, and the
Trust Depositor will convey and assign its security interest in the Motorcycles
to the Trust pursuant to the Agreement. However, because of the administrative
burden and expense, neither the Seller, the Trust Depositor nor the Trustee will
amend the certificates of title to identify the Trust as the new secured party
and, accordingly, the Seller will continue to be named as the secured party on
the certificates of title relating to the Motorcycles. The Seller, as Servicer,
will continue to hold any certificates of title relating to the Motorcycles in
its possession as custodian and agent for the Trust pursuant to the Agreement.

In most states, such conveyance and assignment is an effective conveyance
and assignment of such security interest without amendment of any lien noted on
the related certificate of title and the new secured party succeeds to the
Seller's rights as the secured party. In the absence of fraud or forgery by the
motorcycle owner or administrative error by state recording officials, the
notation of the lien of the Seller on the certificate of title or delivery of
the required documents and fees will be sufficient to protect the Trust against
the rights of subsequent purchasers of a Motorcycle or subsequent lenders who
take a security interest in the Motorcycle. If there are any Motorcycles as to
which the Seller has failed to perfect the security interest conveyed and
assigned to the Trust Depositor and the Trust, such security interest would be
subordinate to, among others, subsequent purchasers of Motorcycles and holders
of perfected security interests. There also exists a risk in not identifying
the Trust as the new secured party on the certificate of title that, through
fraud or negligence, the security interest of the Trust could be defeated.

In the event that the owner of a Motorcycle moves to a state other than
the state in which such Motorcycle initially is registered, under the laws of
most states the perfected security interest in the Motorcycle would continue
for four months after such relocation and thereafter until the owner
re-registers the motorcycle in such state. A majority of states generally
require surrender of a certificate of title to re-register a motorcycle;
accordingly, the Servicer must surrender possession if it holds the
certificate of title to such Motorcycle or, in the case of Motorcycles
registered in states which provide for notation of lien, the Seller would
receive notice of surrender if the security interest in the Motorcycle is
noted on the certificate of title. Accordingly, the Servicer would have the
opportunity to re-perfect its security interest in the Motorcycle in the
state of relocation. In states which do not require a certificate of title
for registration of a motor vehicle, re-registration could defeat perfection.
In the ordinary course of servicing its portfolio of Motorcycle conditional
sales contracts, the Servicer takes steps to effect such re-perfection upon
receipt of notice of re-registration or information from the obligor or the
obligor's insurance carrier as to relocation. Similarly, when an obligor
under a Motorcycle conditional sales contract sells a Motorcycle, the
Servicer must surrender possession of the certificate of title or will
receive notice as a result of its lien noted thereon and accordingly will
have an opportunity to require satisfaction of the related Motorcycle
conditional sales contract before release of the lien. Under the Agreement,
the Servicer is obligated to take such steps, at its expense, as are
necessary to maintain perfection of security interests in the Motorcycles.

Under the laws of most states, liens for repairs performed on a
motorcycle take priority even over a perfected security interest. The Seller
will represent in the Transfer and Sale Agreement that as of the sale date of
the Contracts, it has no knowledge of any such liens with respect to any
Motorcycle securing payment on any Contract. However, such liens could arise
at any time during the term of a Contract. No notice will be given to the
Trust or Certificateholders in the event such a lien arises.
44
<PAGE>

ENFORCEMENT OF SECURITY INTERESTS IN MOTORCYCLES

The Servicer on behalf of the Trust may take action to enforce the Trust's
security interest with respect to defaulted Contracts by repossession and resale
of the Motorcycles securing such defaulted Contracts. Under the laws applicable
in most states, a creditor can repossess a motorcycle securing a contract by
voluntary surrender, by "SELF-HELP" repossession that is "PEACEFUL" (I.E.,
without breach of the peace) or, in the absence of voluntary surrender and the
ability to repossess without breach of the peace, by judicial process. The UCC
and consumer protection laws in most states place restrictions on repossession
sales, including requiring prior notice to the debtor and commercial
reasonableness in effecting such a sale. In the event of such repossession and
resale of a Motorcycle, the Trust would be entitled to be paid out of the sale
proceeds before such proceeds could be applied to the payment of the claims of
unsecured creditors or the holders of subsequently perfected security interests
or, thereafter, to the debtor.

Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and
resale of the motor vehicle securing such debtor's loan. However, some states
impose prohibitions or limitations on deficiency judgments.

Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment.

OTHER MATTERS

The so-called "HOLDER-IN-DUE-COURSE" rule of the Federal Trade
Commission is intended to defeat the ability of the transferor of a consumer
credit contract which is the seller of goods which gave rise to the
transaction (and certain related lenders' assignees) to transfer such
contract free of notice of claims by the debtor thereunder. The effect of
this rule is to subject the assignee of such a contract to all claims and
defenses which the debtor could assert against the seller of goods.
Liability under this rule, which would be applicable to the Trust, is limited
to amounts paid under a Contract; however, the Obligor also may be able to
assert the rule to set off remaining amounts due as a defense against a claim
brought by the Trust against such Obligor. Numerous other federal and state
consumer protection laws impose requirements applicable to the origination of
and lending pursuant to the Contracts, including the Truth in Lending Act,
the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair
Credit Reporting Act, the Equal Credit Opportunity Act, the Fair Debt
Collection Practices Act and the Uniform Consumer Credit Code. In the case
of some of these laws, the failure to comply with their provisions may affect
the enforceability of the related Contract.

REPURCHASE OBLIGATIONS

Under the Transfer and Sale Agreement, the Seller will make warranties
relating to validity, subsistence, perfection and priority of the security
interest in each Motorcycle securing a Contract. Accordingly, if any defect
exists in the perfection of the security interest in any Motorcycle and such
defect materially adversely affects a Contract, such defect would constitute
a breach of a representation and warranty under the Transfer and Sale
Agreement and would create an obligation of the Seller to repurchase such
Contract from the Trust unless the breach is cured. See "DESCRIPTION OF THE
CERTIFICATES--CONVEYANCE OF CONTRACTS" above.

In addition, the Seller will also warrant under the Transfer and Sale
Agreement that each Contract complies with all requirements of law.
Accordingly, if any Obligor has a claim against the Trust for violation of
any law and such claim materially adversely affects the Trust's interest in a
Contract, such violation would constitute a breach of a representation and
warranty under the Transfer and Sale Agreement and would create an obligation
to repurchase such Contract unless the breach is cured. See "DESCRIPTION OF
THE CERTIFICATES--CONVEYANCE OF CONTRACTS" above.

<PAGE>

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following is a general and brief discussion of certain United States
federal income tax consequences of the purchase, ownership and disposition of
the Certificates. For a full description of the federal income tax consequences
of the ownership of the Certificates in the Trust, see the Prospectus, "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES--GRANTOR TRUSTS." Any material variations from
the discussion in the Prospectus, "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES--GRANTOR TRUSTS" will be specified below.

The discussion herein is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the "CODE"), Treasury Regulations
promulgated thereunder, current administrative rulings, judicial decisions
and other applicable authorities in effect as of the date hereof, all of
which are subject to change, possibly with retroactive effect. There are no
cases or Internal Revenue Service ("IRS") rulings on similar transactions
involving a trust and instruments issued by that trust with terms similar to
those of the Trust and the Certificates. As a result, there can be no
assurance that the IRS will not challenge the conclusions set forth in the
following summary, and no ruling from the IRS has been or will be sought on
any of the issues discussed below. Furthermore, legislative, judicial or
administrative changes may occur, perhaps with retroactive effect, which
could affect the accuracy of the statements and conclusions set forth herein
as well as the tax consequences to holders of the the Certificates.

This discussion and the more detailed discussion set forth in the
Prospectus, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES--GRANTOR TRUSTS," do not
purport to deal with all aspects of federal income taxation that may be
relevant to all holders of Certificates in light of their personal investment
or tax circumstances nor to certain types of holders who may be subject to
special treatment under the federal income tax laws (including, without
limitation, financial institutions, broker-dealers, insurance companies,
foreign persons, tax-exempt organizations and persons who hold the
Certificates as part of a straddle, hedging or conversion transaction). This
information is generally directed to prospective purchasers who purchase
Certificates at the time of original issue, who are citizens or residents of
the United States, and who hold the Certificates as "CAPITAL ASSETS" within
the meaning of Section 1221 of the Code. Taxpayers and preparers of tax
returns (including those filed by any partnership or other issuer) should be
aware that under applicable Treasury Regulations a provider of advice on
specific issues of law is not considered an income tax return preparer unless
the advice is (i) given with respect to events that have occurred at the time
the advice is rendered and is not given with respect to the consequences of
contemplated actions, and (ii) is directly relevant to the determination of
an entry on a tax return. Accordingly, taxpayers should consult their own
tax advisors and tax return preparers regarding the preparation of any item
on a tax return, even where the anticipated tax treatment has been discussed
herein. PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS
TO THE FEDERAL, STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM
OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.

TAX CHARACTERIZATION OF THE TRUST

Winston & Strawn, as federal tax counsel ("FEDERAL TAX COUNSEL") to the
Trust Depositor, has delivered an opinion to the Trust Depositor that for
U.S. federal income tax purposes the Trust will be classified as a grantor
trust and not as an association taxable as a corporation. An opinion of
counsel is not binding on a court or the IRS and there can be no assurance
that the IRS or a court will agree with Federal Tax Counsel's opinion.

GENERAL TAX TREATMENT OF CERTIFICATEHOLDERS

As a grantor trust, each Certificateholder will be treated as the owner
of an undivided interest in the assets of the Trust, including the Contracts.
Accordingly, each Certificateholder must report on its federal income tax
return its share of income from the Contracts and other Trust assets and,
subject to the limitations on deductions by individuals, estates, and trusts,
may deduct its share of the reasonable fees and expenses paid by the Trust,
as if such Certificateholder held its share of the assets of the Trust
directly.

<PAGE>

The Certificates will be treated as representing interests in stripped
bonds and stripped coupons within the meaning of Section 1286 of the Code. As a
result, Certificateholders will be treated as having original issue discount
("OID") which is includible in income as it economically accrues regardless of
when cash is actually paid. It is expected, however, that the amount and
accrual of OID should closely correspond to the timing and amount of payments on
the Certificates at their respective pass-through rates so that a
Certificateholder will not experience any material difference between the cash
received at the pass-through rate and the Certificateholder's taxable OID
income. A Certificateholder will recognize gain or loss when the
Certificateholder sells a Certificate or an asset of the Trust is sold. For a
complete discussion of the federal tax consequences of owning a Certificate in
the Trust, see Prospectus, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES--GRANTOR
TRUSTS."

ERISA CONSIDERATIONS

THE CLASS A CERTIFICATES

THE CLASS A CERTIFICATES DURING THE FUNDING PERIOD. During the Funding
Period, the Class A Certificates may not be acquired by any employee benefit
plan subject to ERISA or Section 4975 of the Code.

THE CLASS A CERTIFICATES AFTER THE FUNDING PERIOD. Notwithstanding the
above described restriction which is applicable solely during the Funding
Period, the following analysis is applicable to a Class A Certificate after the
Funding Period. ERISA and Section 4975 of the Code impose certain restrictions
on employee benefit plans subject to ERISA and/or subject to the requirements of
Section 4975 of the Code (including, for example, individual retirement accounts
and Keogh plans) (collectively, "PLANS"), and on persons who are "PARTIES IN
INTEREST" (as defined under ERISA) or "DISQUALIFIED PERSONS" (as defined under
the Code) (collectively, "PARTIES IN INTEREST") with respect to such Plans.
Certain employee benefit plans, such as governmental plans and church plans
(assuming that no election has been made under Section 410(d) of the Code) are
not subject to the restrictions of ERISA or Section 4975 of the Code. However,
any such governmental or church plan which is qualified under Section 401(a) of
the Code and exempt from taxation under Section 501(a) of the Code is subject to
the prohibited transaction rules set forth under Section 503 of the Code and may
be subject to additional fiduciary constraints under applicable state or local
law.

Investments by Plans covered by ERISA are subject to general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that a Plan's investments be made in
accordance with both the documents governing the Plan and the prohibited
transaction provisions of ERISA and the Code. Any Plan fiduciary which proposes
to cause a Plan to acquire any of the Certificates should consult with its
counsel with respect to the potential consequences under ERISA and the Code of
the Plan's acquisition and ownership of such Certificates.

PLAN ASSETS. If a Plan acquires a Certificate, then the Plan's assets may
include both the Certificate it acquires and an undivided interest in the
underlying assets of the Trust. Accordingly, the acquisition of a Certificate
might constitute an improper delegation by such Plan's fiduciary of the duty to
manage Plan assets. ERISA and the Code do not define "PLAN ASSETS." The United
States Department of Labor (the "DOL") has issued a final regulation
(29 C.F.R. Section 2510.3-101) (the "PLAN ASSET REGULATION") containing rules
for determining what constitutes the assets of a Plan. The Plan Asset
Regulation provides that, as a general rule, the underlying assets and
properties of corporations, partnerships or trusts may be deemed to be "PLAN
ASSETS" unless certain exceptions apply. This offering has not been structured
to avoid plan asset characterization. If the underlying assets of the Trust
are considered "PLAN ASSETS," the persons providing services with respect to
the assets of the Trust may be subject to the fiduciary responsibility
provisions of Title I of ERISA and be subject to the prohibited transaction
provisions of ERISA and the Code with respect to transactions involving such
assets unless such transactions are subject to a statutory or administrative
exemption.

PROHIBITED TRANSACTIONS. Each fiduciary should also be aware that
Section 406 of ERISA and Section 4975 of the Code prohibit a Plan from engaging
in certain transactions involving the assets of the Plan with a person or entity
that is a "PARTY IN INTEREST" to the Plan ("PROHIBITED TRANSACTIONS"). A "PARTY
IN INTEREST" is defined to include, among others, a fiduciary of the Plan, a
service provider to the Plan, an employer of participants in the Plan and
certain affiliates of such parties. Section 4975 of the Code (or, in some
cases, Section 502 of ERISA) imposes substantial

<PAGE>

excise taxes on parties in interest engaging in non-exempted prohibited
transactions. A purchase or holding of a Certificate by a Plan could result
in a prohibited transaction; however, such purchase or holding may be exempt
from the prohibited transaction restrictions in accordance with certain
exemptions promulgated by the DOL.

UNDERWRITERS PROHIBITED TRANSACTION EXEMPTION. DOL has granted to Salomon
Brothers Inc an administrative exemption (Prohibited Transaction
Exemption 89-89; Exemption Application No. D-6446, 54 Fed. Reg. 42589 (1989))
(the "EXEMPTION") from certain of the prohibited transaction rules of ERISA and
the related excise tax provisions of Section 4975 of the Code with respect to
the initial purchase, the holding and the subsequent resale in the secondary
market by Plans of certificates in pass-through trusts that consist of certain
receivables, loans, and other obligations that meet the conditions and
requirements of the Exemption. The loans covered by the Exemption include
obligations that bear interest or are purchased at a discount and which are
secured by motor vehicles or equipment or qualified motor vehicle leases such as
the Contracts. It should be noted, however, that in issuing the exemption, the
DOL may not have considered interests in pools of the exact nature of the
Certificates.

Among the conditions that must be satisfied for the Exemption to apply to
the acquisition of the Certificates by a Plan are the following:

(1) the acquisition of the Certificates by a Plan is on terms
(including the price for the Certificates) that are at least as
favorable to the Plan as they would be in an arm's-length transaction
with an unrelated party;

(2) the rights and interest evidenced by the Certificates
acquired by the Plan are not subordinated to the rights and
interests evidenced by other Certificates of the Trust;

(3) the Certificates acquired by the Plan have received a
rating at the time of such acquisition that is one of the three
highest generic rating categories from either S&P, Moody's, Duff &
Phelps Inc. ("D&P") or Fitch Investors Service, Inc. ("FITCH");

(4) the Trustee must not be an affiliate of any other member
of the Restricted Group (as defined below);

(5) the sum of all payments made to and retained by the
Placement Agent in connection with the distribution of the
Certificates represents not more than reasonable compensation for
placing the Certificates; the sum of all payments made to and
retained by the Trust Depositor pursuant to the assignment of the
Contracts to the Trust represents not more than the fair market
value of such Contracts; the sum of all payments made to and
retained by the Servicer represents not more than reasonable
compensation for such person's services under the Agreement and
reimbursements of such person's reasonable expenses in connection
therewith; and

(6) the Plan investing in the Certificates is an "ACCREDITED
INVESTOR" as defined in Rule 501(a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933.

In light of the foregoing requirements listed in (2) and (3), following the
expiration of the Funding Period only the Class A Certificates may be eligible
for the Exemption.

The trust fund (I.E., in the case of the Certificates, the Trust) must also
meet the following requirements:

(i) the corpus of the trust fund must consist solely of assets of the
type that have been included in other investment pools;

(ii) certificates in such other investment pools must have been rated in
one of the three highest rating categories of S&P, Moody's, Fitch or D&P for at
least one year prior to the Plan's acquisition of Certificates; and

<PAGE>

(iii) certificates evidencing interests in such other investment pools
must have been purchased by investors other than Plans for at least one year
prior to any Plan's acquisition of Certificates.

Moreover, the Exemption may provide relief from certain self-
dealing/conflict of interest prohibited transactions that may occur when the
Plan fiduciary causes a Plan to acquire certificates in a trust in which the
fiduciary (or its affiliate) is an obligor on the receivables held in the trust
provided that, among other requirements, (i) in the case of an acquisition in
connection with the initial issuance of certificates, at least fifty percent
(50%) of each class of certificates in which Plans have invested is acquired by
persons independent of the Restricted Group; (ii) such fiduciary (or its
affiliate) is an obligor with respect to five percent or less of the fair market
value of the obligations contained in the trust; (iii) the Plan's investment in
certificates of any class does not exceed twenty-five percent (25%) of all of
the certificates of that class outstanding at the time of the acquisition; and
(iv) immediately after the acquisition, no more than twenty-five percent (25%)
of the assets of the Plan with respect to which such person is a fiduciary are
invested in certificates representing an interest in one or more trusts
containing assets sold or served by the same entity.

The Exemption does not apply to Plans sponsored by the Trust Depositor, the
Placement Agent, the Trustee, the Servicer, the Paying Agent, the Certificate
Registrar, any insurer of the assets of the Trust, any Obligor with respect to
Contracts included in the Trust constituting more than five percent (5%) of the
aggregate unamortized principal balance of the assets in the Trust, or any
affiliate of such parties (the "RESTRICTED GROUP").

Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the applicability of the Exemption
or any other administrative exemption from the prohibited transaction provisions
of ERISA and the Code, and the potential consequences in their specific
circumstances, prior to making an investment in the Certificates. Moreover,
each Plan fiduciary should determine whether under the general fiduciary
standards of investment procedure and diversification an investment in the
Certificates is appropriate for the Plan, taking into account the overall
investment policy of the Plan and the composition of the Plan's investment
portfolio.

THE CLASS B CERTIFICATES

The Class B Certificates may not be acquired or held by any employee
benefit plan, individual retirement account or Keogh plan subject to ERISA or
Section 4975 of the Code, other than after the Funding Period by an insurance
company using assets of its general account under circumstances in which such
purchase and holding of such Certificates would be exempt from the prohibited
transaction provision of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
dated [ ], 199[ ], among the Seller, Trust Depositor and the
Underwriter (the "UNDERWRITING AGREEMENT"), the Seller has agreed to cause the
Trust to sell to the Underwriter named below (the "UNDERWRITER"), and the
Underwriter has agreed to purchase, the principal amount of the Certificates set
forth below.

<PAGE>

Principal Principal
Amount of Amount of
Certificates, Certificates,
Underwriter Class A Class B
- ----------- ------- -------

Salomon Brothers Inc $ $

In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all of the Certificates if
any Certificates are purchased. In the event of default by the Underwriter, the
Underwriting Agreement provides that, in certain circumstances, the Underwriting
Agreement may be terminated.

Distribution of the Certificates may be made by the Underwriter from time
to time in one or more negotiated transactions, or otherwise, at varying prices
to be determined at the time of sale. The Underwriter may effect such
transactions by selling the Certificates to or through dealers, and such dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Underwriter. In connection with the sale of the
Certificates, the Underwriter may be deemed to have received compensation from
the Seller in the form of underwriting compensation. The Underwriter and any
dealers that participate with the Underwriter in the distribution of the
Certificates may be deemed to be an Underwriter and any commissions received by
them and any profit on the resale of the Certificates positioned by them may be
deemed to be underwriting discounts and commissions under the Securities Act.

The Underwriter has represented and agreed that (i) it has not offered or
sold and, prior to the expiration of the period of six months from the Closing
Date, will not offer or sell any Certificates to persons in the United Kingdom,
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulation 1995; (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Certificates in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of the Certificates to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995, or is a person to whom such document
may otherwise lawfully be issued or passed on.

The Underwriting Agreement provides that the Seller and Trust Depositor
will indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act, or contribute to payments the Underwriter
may be required to make in respect thereof.

LEGAL MATTERS

Certain legal matters relating to the issuance of the Certificates will be
passed upon for the Seller, Servicer, Trust Depositor and the Trust by Winston &
Strawn, Chicago, Illinois. Certain legal matters will be passed upon for the
Underwriter by Brown & Wood LLP, New York, New York.

<PAGE>

INDEX OF TERMS
--------------

Accountant's Report ......................................................... 38
Advance ...................................................................... 9
Agreement .................................................................... 1
APR ......................................................................... 17
Available Funds ............................................................. 31
Available Interest ........................................................... 3
Available Principal .......................................................... 5
Average Default Ratio ....................................................... 34
Average Delinquency Ratio ................................................... 34
Average Loss Ratio .......................................................... 34
Buell ........................................................................ 1
Carrying Charges ............................................................. 8
Certificates ............................................................... 1,1
Class A Certificate Balance .................................................. 3
Class A Certificateholders ................................................... 2
Class A Certificates ....................................................... 1,1
Class A Distributable Amount ................................................ 31
Class A Initial Certificate Balance .......................................... 1
Class A Interest Carryover Shortfall ......................................... 3
Class A Interest Distributable Amount ........................................ 2
Class A Pass-Through Rate .................................................. 2,2
Class A Percentage ......................................................... 1,1
Class A Principal Carryover Shortfall ........................................ 5
Class A Principal Distributable Amount ....................................... 4
Class B Certificate Balance .................................................. 3
Class B Certificateholders ................................................... 2
Class B Certificates ....................................................... 1,1
Class B Distributable Amount ................................................ 31
Class B Initial Certificate Balance .......................................... 1
Class B Interest Carryover Shortfall ......................................... 3
Class B Interest Distributable Amount ........................................ 2
Class B Pass-Through Rate .................................................. 2,2
Class B Percentage ......................................................... 1,1
Class B Principal Carryover Shortfall ........................................ 5
Class B Principal Distributable Amount ....................................... 4
Collateral Agent ............................................................ 12
Collection Account .......................................................... 15
Commission ................................................................... 3
Contracts .................................................................... 1
Cumulative Loss Ratio ....................................................... 34
Cutoff Date ................................................................. 28
Dealer Recourse ............................................................. 16
Defaulted Contract .......................................................... 34
Delinquency Amount .......................................................... 34
Deposit Agreement ............................................................ 1
Determination Date .......................................................... 32
DOL ......................................................................... 48
Due Period ................................................................... 3
Eaglemark .................................................................... 1
Eaglemark Financial ......................................................... 22
Eligible Account ............................................................ 31

<PAGE>

Event of Termination ........................................................ 40
Exchange Act ................................................................. 3
Final Scheduled Payment Date ................................................. 2
Fractional Interest ......................................................... 33
Funding Period ............................................................... 7
Harley-Davidson .............................................................. 1
Initial Contracts ............................................................ 1
Initial Cutoff Date ........................................................ 1,1
Interest Reserve Account ..................................................... 8
Lien Certificate ............................................................ 29
Liquidated Contract ......................................................... 34
Mandatory Special Distribution ............................................... 2
Monthly Principal ............................................................ 4
Monthly Servicing Fee ....................................................... 10
Motorcycles .................................................................. 1
Net Liquidation Losses ...................................................... 34
Net Liquidation Proceeds .................................................... 34
OID ......................................................................... 46
Payment Date ............................................................... 2,2
Plans ....................................................................... 48
Pre-Funded Amount ............................................................ 7
Pre-Funding Account .......................................................... 1
Principal Balance ............................................................ 4
Rating Agencies .............................................................. 2
Record Date .................................................................. 2
Registrar of Titles ......................................................... 29
Repurchase Price ............................................................ 15
Reserve Agent ................................................................ 6
Reserve Fund ................................................................. 6
Reserve Fund Additional Deposits ............................................. 6
Reserve Fund Deposits ........................................................ 6
Reserve Fund Initial Deposit ................................................. 6
Reserve Fund Requisite Amount ............................................. 6,33
Reserve Fund Trigger Event .................................................. 34
Restricted Group ............................................................ 50
Security Agreement ........................................................... 1
Seller/Servicer ............................................................. 27
Servicer ..................................................................... 1
Servicing Fee ............................................................ 10,38
Special Distribution ......................................................... 8
Subsequent Contracts ......................................................... 2
Subsequent Cutoff Date ....................................................... 7
Subsequent Transfer Agreement ............................................... 12
Subsequent Transfer Date ..................................................... 7
Transfer and Sale Agreement .................................................. 2
Trust ........................................................................ 1
Trust Depositor .............................................................. 1
Trust Stripped Bonds ........................................................ 45
Trustee ...................................................................... 1
UCC ......................................................................... 13

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND HAS BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE INFORMATION HEREIN HAS BEEN COMPLETED. THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED [_______________], 199_

PROSPECTUS SUPPLEMENT
(To Prospectus dated [_____________________], 199_)

Harley-Davidson Eaglemark Motorcycle Trust 199_-[__]
$[__________] [___]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$[__________] [___]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$[__________] [___]% Harley-Davidson Motorcycle Contract Backed Certificates

Eaglemark, Inc.
Seller and Servicer

Eaglemark Customer Funding Corporation-[___]
Trust Depositor

The Harley-Davidson Eaglemark Motorcycle Trust 199_-[__] Harley-Davidson
Motorcycle Contract Backed Securities will consist of two Classes of notes
(respectively, the "CLASS A-1 NOTES", and the "CLASS A-2 NOTES" and
collectively, the "NOTES") and one Class of certificates (the "CERTIFICATES"
and, together with the Notes, the "SECURITIES"). Principal, in the amounts
set forth herein, and interest at the Interest Rates and Pass-Through Rate
specified above for each Class of Notes and the Certificates will be
distributed to the related Securityholders on the fifteenth day of each month
(or, if such day is not a Business Day, on the immediately succeeding
Business Day, each, a "DISTRIBUTION DATE"), beginning [ ], 199_.
Distributions on the Certificates will be subordinated to payments due on the
Notes to the extent described herein. Each Class of Notes and the
Certificates will be payable in full on the Final Distribution Dates
specified herein for such Securities.

The Harley-Davidson Eaglemark Motorcycle Trust 199_-[__] (the "TRUST") will
be formed pursuant to a Trust Agreement dated as of [________] 1, 199_ (the
"TRUST AGREEMENT") entered into by and between Eaglemark Customer Funding
Corporation-[ ] (the "TRUST DEPOSITOR") and Wilmington Trust Company, as
Owner Trustee (the "OWNER TRUSTEE"). The Trust Depositor is a wholly owned,
limited purpose subsidiary of Eaglemark, Inc. ("EAGLEMARK"). The
Certificates will be issued pursuant to the Trust Agreement and will
represent fractional undivided equity interests in the Trust. The Notes will
be issued and secured pursuant to an Indenture dated as of [________] 1, 199_
(the "INDENTURE") to be entered into by and between the Trust and Harris
Trust and Savings Bank, as Indenture Trustee (the "INDENTURE TRUSTEE" and
together with the Owner Trustee, the "TRUSTEES"), and will represent
obligations of the Trust.

(cover continued on next page)

PROSPECTIVE INVESTORS SHOULD CONSIDER THE POTENTIAL RISK FACTORS SET FORTH
UNDER "RISK FACTORS" ON PAGE S-[__] HEREOF AND ON PAGE 11 OF THE PROSPECTUS.

THE NOTES WILL REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES WILL REPRESENT
BENEFICIAL EQUITY INTERESTS IN, THE TRUST AND WILL NOT REPRESENT OBLIGATIONS
OF OR INTERESTS IN EAGLEMARK FINANCIAL SERVICES, INC., EAGLEMARK, INC.,
EAGLEMARK CUSTOMER FUNDING CORPORATION-[ ] OR ANY OF THEIR RESPECTIVE
AFFILIATES. NONE OF THE NOTES, THE CERTIFICATES OR THE CONTRACTS IS INSURED
OR GUARANTEED BY ANY GOVERNMENTAL ENTITY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Underwriter has agreed to purchase the Notes from the Trust and the
Certificates [from the Seller] as provided herein, and the Notes and
Certificates will be offered by the Underwriter from time to time as provided
herein in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. The aggregate proceeds to the Seller from
the sale of the Securities are expected to be $ before deducting expenses
payable by the Seller of approximately $ .

The Notes and Certificates are offered subject to receipt and acceptance by
the Underwriter and to the Underwriter's right to reject any offer in whole
or in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Securities will be made in book-entry form
through the facilities of The Depository Trust Company ("DTC"), and solely in
the case of the Notes, Cedel Bank, societe anonyme ("CEDEL") and the
Euroclear System ("EUROCLEAR") on or about ________________, 199_.

Underwriter of the Notes and the Certificates

SALOMON BROTHERS INC

The date of this Prospectus Supplement is _________, 199_.

<PAGE>

The Trust property will consist of an initial pool of fixed-rate, simple
interest motorcycle conditional sales contracts (the "INITIAL CONTRACTS" which,
together with any Subsequent Contracts as defined below, are collectively the
"CONTRACTS") relating to Harley-Davidson, Inc. ("Harley-Davidson") motorcycles
or, in certain limited instances as described herein, motorcycles manufactured
by an affiliate of Harley-Davidson, Buell Motorcycle Company ("BUELL"),
including all rights to receive payments collected on such Initial Contracts on
or after [__________], 199[_] (the "INITIAL CUTOFF DATE"). The Trust property
also will consist of security interests in the motorcycles financed through the
Contracts; proceeds from certain insurance policies as described in "CERTAIN
INFORMATION REGARDING THE SECURITIES -- INDIVIDUAL MOTORCYCLE INSURANCE";
amounts held for the Trust in the Collection Account and certain other property
as more fully described herein (the "TRUST PROPERTY"). The Trust will also
pledge certain monies on deposit in a trust account (the "PRE-FUNDING ACCOUNT")
to be established with the Indenture Trustee on behalf of the Noteholders which
will be used by the Trust to purchase from the Trust Depositor Subsequent
Contracts (as defined herein).

The Contracts were originated, indirectly through Harley-Davidson motorcycle
dealers, by Eaglemark, as the initial Seller (in such capacity, the
"SELLER"). Contracts with an aggregate principal balance (as of the Initial
Cutoff Date) of $[____________] will be sold by the Seller to the Trust
Depositor on the date of issuance of the Notes and Certificates pursuant to a
Transfer and Sale Agreement dated as of [________] 1, 199_ by and between the
Seller and the Trust Depositor (the "TRANSFER AND SALE AGREEMENT"), will be
further transferred and assigned by the Trust Depositor to the Trust on such
date pursuant to the Sale and Servicing Agreement dated as of [________] 1,
199_ (the "AGREEMENT") by and among the Trust, the Trust Depositor, the
Indenture Trustee and Eaglemark, as Servicer (in such capacity, together with
successors and assigns, the "SERVICER" ) and will be pledged by the Trust to
the Indenture Trustee pursuant to the Indenture. Additional fixed-rate,
simple interest Harley-Davidson (and, in limited instances, Buell) motorcycle
conditional sales contracts (the "SUBSEQUENT CONTRACTS") will be sold from
time to time by the Seller to the Trust Depositor at or before the end of the
Funding Period (as defined herein) and concurrently, in accordance with the
Agreement, transferred by the Trust Depositor to the Trust and, in accordance
with, the Indenture, pledged by the Trust to the Indenture Trustee, with the
purchase price to be payable to the Trust Depositor from funds on deposit in
the Pre-Funding Account.

Principal, and interest to the extent of the Class A-1 Notes of [___]% per
annum (the "CLASS A-1 RATE") , the Class A-2 Notes of [__]% per annum (the
"CLASS A-2 RATE"), and the Certificates of [___]% per annum (the "PASS-THROUGH
RATE") will be distributable with respect to the Class A-1 Notes, the Class A-2
Notes and the Certificates on the Distribution Dates. The final scheduled
Distribution Date of the Class A-1 Notes, Class A-2 Notes and the Certificates
will be on the Distribution Dates occurring in October [______], October
[______] and October [______], respectively. See "CERTAIN INFORMATION REGARDING
THE SECURITIES." However, payment in full of the Notes and Certificates could
occur earlier than such date as described herein. In addition, the Class A-2
Notes and the Certificates will be subject to prepayment in whole, but not in
part, on any Distribution Date on which the Trust Depositor exercises its option
to purchase the Contracts. The Trust Depositor may purchase the Contracts when
the Pool Balance has declined to less than 10% of the Initial Pool Balance
("OPTIONAL PURCHASE"). The Notes will also be subject to partial mandatory
prepayment, without premium, in the event that funds remain in the Pre-Funding
Account at the end of the Funding Period (as defined herein).

It is a condition of issuance that the Class A-1 Notes and the Class A-2 Notes
be rated AAA and Aaa by Standard & Poor's Ratings Services ("S&P") and Moody's
Investors Service, Inc. ("MOODY'S" and, together with S&P, the "RATING
AGENCIES"), respectively and that the Certificates be rated at least [___] by
S&P and [____] by Moody's.

<PAGE>

THE SECURITIES ARE BEING OFFERED [BY THE SELLER] FROM TIME TO TIME PURSUANT TO
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ACCOMPANYING THIS PROSPECTUS
SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION
ABOUT THE OFFERING OF THE SECURITIES. ADDITIONAL INFORMATION IS CONTAINED IN
THE PROSPECTUS, AND PURCHASERS ARE URGED TO READ BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS IN FULL. SALES OF THE SECURITIES MAY NOT BE CONSUMMATED
UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. TO THE EXTENT THAT ANY STATEMENTS IN THIS PROSPECTUS SUPPLEMENT
MODIFY STATEMENTS CONTAINED IN THE PROSPECTUS, THE STATEMENTS IN THIS PROSPECTUS
SUPPLEMENT SHALL CONTROL.

There currently is no secondary market for the Securities and there is no
assurance that one will develop. The Underwriter expects, but is not
obligated, to make a market in the Notes and the Certificates. There is no
assurance that any such market will develop, or if one does develop, that it
will continue or provide sufficient liquidity.

Upon receipt of a request by an investor who has received an electronic
Prospectus Supplement and Prospectus from an Underwriter or a request by such
investor's representative within the period during which there is an obligation
to deliver a Prospectus Supplement and Prospectus, the Seller or such
Underwriter will promptly deliver, or cause to be delivered, without charge, a
paper copy of the Prospectus Supplement and Prospectus.

REPORTS TO SECURITYHOLDERS

Unless and until the Securities are issued in definitive certificate form,
monthly and annual unaudited reports containing information concerning the
Contracts will be prepared by the Servicer and sent on behalf of the trust only
to Cede & Co., as nominee of DTC and registered holder of the Certificates. See
"CERTAIN INFORMATION REGARDING THE SECURITIES--BOOK-ENTRY REGISTRATION" and "--
REPORTS TO SECURITYHOLDERS" in the accompanying Prospectus. Such reports will
not constitute financial statements prepared in accordance with generally
accepted accounting principles. The Servicer will file with the Securities and
Exchange Commission (the "COMMISSION") such periodic reports with respect to the
Trust as are required under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), and the rules and regulations of the Commission thereunder.

3
<PAGE>

TABLE OF CONTENTS

SUMMARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

FORMATION OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

POOL FACTORS AND TRADING INFORMATION . . . . . . . . . . . . . . . . . . . . .18

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

HARLEY-DAVIDSON MOTORCYCLES. . . . . . . . . . . . . . . . . . . . . . . . . .32

YIELD AND PREPAYMENT CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . .32

EAGLEMARK FINANCIAL SERVICES, INC.; EAGLEMARK, INC . . . . . . . . . . . . . .33

EAGLEMARK CUSTOMER FUNDING CORPORATION-[__]. . . . . . . . . . . . . . . . . .33

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . .34

DESCRIPTION OF THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . .38

CERTAIN INFORMATION REGARDING THE SECURITIES . . . . . . . . . . . . . . . . .40

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS;
REPURCHASE OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . .58

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . .61

ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64

RATINGS OF THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . .65

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES. . . . . . . . .66

INDEX OF TERMS

4
<PAGE>

SUMMARY OF TERMS

Trust . . . . . . . . . Harley-Davidson Eaglemark Motorcycle Trust
199[_]-[__].

Trust Depositor . . . . Eaglemark Customer Funding Corporation-[ ], a wholly
owned, limited-purpose subsidiary of Eaglemark,
Inc.

Seller and Servicer or Eaglemark, Inc. ("EAGLEMARK" or the "SELLER" or the
Seller/Servicer . . . "SERVICER"), a 100% owned subsidiary of
Eaglemark Financial Services, Inc. ("EAGLEMARK
FINANCIAL").

Owner Trustee . . . . . Wilmington Trust Company, a Delaware banking
corporation.

Indenture Trustee . . . Harris Trust and Savings Bank, an Illinois banking
corporation. The Indenture Trustee will also
act as Paying Agent under the Indenture and the
Trust Agreement.

Closing Date . . . . . ____________, 199_

Securities Offered . . The securities offered are as follows:

A. General . . . . . The Harley-Davidson Eaglemark Motorcycle Trust
199[_]-[__] Harley-Davidson Motorcycle Contract
Backed Notes (the "NOTES") will represent
indebtedness of the Trust secured by the assets
of the Trust (other than the Certificate
Distribution Account). The Harley-Davidson
Eaglemark Motorcycle Trust 199[_]-[__] Harley-
Davidson Motorcycle Contract Backed
Certificates (the "CERTIFICATES" and, together
with the Notes, the "SECURITIES") will
represent fractional undivided equity interests
in the Trust.

The Trust will issue two Classes of Notes issued
pursuant to an indenture to be dated as of
[________] 1, 199_ (the "INDENTURE"), between
the Trust and Harris Trust and Savings Bank, as
trustee (the "INDENTURE TRUSTEE"), as follows:
(i) $[________] aggregate principal amount of
Class A-1 [___]% Harley-Davidson Motorcycle
Contract Backed Notes (the "CLASS A-1 NOTES")
and (ii) $[______] aggregate principal amount
of Class A-2 [___]% Harley-Davidson Motorcycle
Contract Backed Notes (the "CLASS A-2 NOTES").
Payments of principal and interest on the Notes
will be made in accordance with the priorities
set forth under "CERTAIN INFORMATION REGARDING
THE SECURITIES-- DISTRIBUTIONS ON THE
SECURITIES."

<PAGE>

The Trust will issue $[_______] aggregate principal
amount of [___]% Certificates pursuant to a
trust agreement to be dated as of [________] 1,
199_ (the "TRUST AGREEMENT") by and between the
Trust Depositor and Wilmington Trust Company,
as trustee (the "OWNER TRUSTEE" and, together
with the Indenture Trustee, the "TRUSTEES").
Payments in respect of the Certificates will be
subordinated to payments on the Notes to the
extent described herein.

Each Class of Notes and the Certificates will be
issued in minimum denominations of $1,000.

B. Trust Property . . The Trust Property consists of, among other things,
the pool of Initial Contracts together with any
Subsequent Contracts transferred to the Trust,
and all rights, benefits, obligations and
proceeds arising therefrom or in connection
therewith, including security interests in the
Harley-Davidson (and, in certain limited
instances, Buell) motorcycles (the
"MOTORCYCLES"; see "THE CONTRACTS - HARLEY-
DAVIDSON MOTORCYCLES") securing such Contracts
and proceeds, if any, from certain insurance
policies with respect to individual
Motorcycles.
C. Distribution
Dates . . . . . . Distributions of interest and principal on the
Securities will be made on the fifteenth day of
each month (or, if such day is not a Business
Day, on the next succeeding Business Day)
(each, a "DISTRIBUTION DATE"), commencing
[ ], 199[ ]. Payments on the
Securities on each Distribution Date will be
paid to the holders of record of the related
Securities on the last Business Day immediately
preceding such Distribution Date occurs (each,
a "RECORD DATE").

A "BUSINESS DAY" will be any day other than a
Saturday, a Sunday or a day on which banking
institutions in Chicago, Illinois or
Wilmington, Delaware are authorized or
obligated by law, executive order or government
decree to be closed.

To the extent not previously paid prior to such
dates, the outstanding principal amount of (i)
the Class A-1 Notes will be payable on the
Distribution Dates occurring in
[ ] (the "CLASS A-1 FINAL DISTRIBUTION
DATE") and (ii) the Class A-2 Notes will be
payable on [ ] (the "CLASS
A-2 FINAL DISTRIBUTION DATE" and, together with
the Class A-1 Final Distribution Date, the
"NOTE FINAL DISTRIBUTION DATES"). To the
extent not previously paid in full prior to
such date, the unpaid principal balance of the
Certificates will be payable on
[ ] (the "CERTIFICATE FINAL DISTRIBUTION
DATE" and, together with the Note Final
Distribution Dates, the "FINAL DISTRIBUTION
DATES").

Terms of the Notes . . The principal terms of the Notes will be as
described below:

A. Interest Rates . . The Class A-1 Notes will bear interest at the rate
of [___]% per annum (the "CLASS A-1 RATE") and
the Class A-2 Notes will bear interest at the
rate of [___]% per annum (the "CLASS A-2 RATE"
and, together with the Class A-1 Rate, the
"INTEREST RATES").

<PAGE>

B. Interest . . . . . Interest on the outstanding principal amount of the
Class A-1 Notes and Class A-2 Notes will accrue
at the related Interest Rate from and including
the fifteenth day of the month of the most
recent Distribution Date based on a 360-day
year consisting of 12 months of 30 days each
(or from and including the Closing Date with
respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date (each, an "INTEREST
PERIOD"). Interest on the Notes for any
Distribution Date due but not paid on such
Distribution Date will be due on the next
Distribution Date, together with, to the extent
permitted by applicable law, interest on such
shortfall at the related Interest Rate. See
"DESCRIPTION OF THE NOTES-- PAYMENTS OF
INTEREST" and "CERTAIN INFORMATION REGARDING
THE SECURITIES -- DISTRIBUTIONS ON THE
SECURITIES."

C. Principal . . . . Principal of the Notes will be payable on each
Distribution Date in an amount generally equal
to the Note Principal Distributable Amount (as
defined herein) for such Distribution Date,
calculated as described under "CERTAIN
INFORMATION REGARDING THE SECURITIES --
DISTRIBUTIONS ON THE SECURITIES -- DEPOSITS TO
THE DISTRIBUTION ACCOUNTS; PRIORITY OF
PAYMENTS." On each Distribution Date, the Note
Principal Distributable Amount will be applied
in the following priority: first to reduce the
principal amount of the Class A-1 Notes to
zero, and thereafter, to reduce the principal
amount of the Class A-2 Notes to zero.
Notwithstanding the foregoing, if the principal
amount of either the Class A-1 Notes or Class
A-2 Notes has not been paid in full prior to
its related Note Final Distribution Date, the
Note Principal Distributable Amount for such
Note Final Distribution Date will include an
amount sufficient to reduce the unpaid
principal amount of such Class of Notes to zero
as of such Note Final Distribution Date. See
"DESCRIPTION OF THE NOTES -- PAYMENTS OF
PRINCIPAL."
D. Optional
Redemption . . . . In the event of an Optional Purchase, the Class A-2
Notes will be redeemed in whole, but not in
part, at a redemption price equal to the unpaid
principal amount of the Class A-2 Notes plus
accrued interest thereon at the related
Interest Rate. See "DESCRIPTION OF THE NOTES
-- OPTIONAL REDEMPTION."
E. Mandatory
Redemption . . . . Under certain conditions, the Notes may be
accelerated upon the occurrence of an Event of
Default under the Indenture. See "THE NOTES --
EVENTS OF DEFAULT."
F. Mandatory Special
Redemption . . . The holders of Class A-1 Note ("Class A-1
Noteholders") and Class A-2 Notes ("Class A-2
Noteholders") will be prepaid in part, without
premium, on the Distribution Date on or
immediately following the last day of the
Funding Period in the event that any amount
remains on deposit in the Pre-Funding Account
after giving effect to the purchase of all
Subsequent Contracts, including any such
purchase on such date (a "MANDATORY SPECIAL
REDEMPTION"). The aggregate principal amount
of Class A-1 Notes and Class A-2 Notes to be
prepaid will be an amount equal to the amount
then on deposit in the Pre-Funding Account
allocated pro rata; PROVIDED, HOWEVER, in the
event the Mandatory Special Redemption Amount
is less than $[ ] such amount shall
be allocated solely to the Class A-1
Noteholders, pro rata.

7
<PAGE>

Terms of the
Certificates . . . . . The principal terms of the Certificates will be as
described below:

A. Interest . . . . . On each Distribution Date, the Owner Trustee or any
paying agent or paying agents as the Owner
Trustee may designate from time to time (each,
a "PAYING AGENT", which initially will be the
Indenture Trustee) will distribute pro rata to
Certificateholders of record as of the related
Record Date accrued interest at the rate of [ ]%
per annum (the "PASS-THROUGH RATE") on the
Certificate Balance (as defined herein) as of
the immediately preceding Distribution Date
(after giving effect to distributions of
principal to be made on such immediately
preceding Distribution Date) or, in the case of
the first Distribution Date, the Initial
Certificate Balance. Interest in respect of a
Distribution Date will accrue from and
including the Closing Date (in the case of the
first Distribution Date) or from and including
the fifteenth day of the month of the most
recent Distribution Date to but excluding the
fifteenth day of the month of the current
Distribution Date based on a 360-day year
consisting of 12 months of 30 days each.
Interest on the Certificates for any
Distribution Date due but not paid on such
Distribution Date will be due on the next
Distribution Date, together with, to the extent
permitted by applicable law, interest on such
shortfall at the Pass-Through Rate. See
"CERTAIN INFORMATION REGARDING THE SECURITIES
-- DISTRIBUTION ON THE SECURITIES."

The "CERTIFICATE BALANCE" will equal $[ ]
(the "INITIAL CERTIFICATE BALANCE") on the
Closing Date and on any date thereafter will
equal the Initial Certificate Balance reduced
by all distributions of principal previously
made in respect of the Certificates.
Distributions on the Certificates will be
subordinated to payments of interest and
principal on the Notes to the extent described
under "DESCRIPTION OF THE CERTIFICATES" and
"CERTAIN INFORMATION REGARDING THE SECURITIES
-- DISTRIBUTIONS ON THE SECURITIES."

B. Principal . . . . No principal will be paid on the Certificates until
the Distribution Date on which the principal
amounts of the Class A-1 Notes and Class A-2
Notes have been reduced to zero. On such
Distribution Date and each Distribution Date
thereafter, principal of the Certificates will
be payable in an amount equal to the
Certificate Principal Distributable Amount (as
defined herein) for such Distribution Date,
calculated as described under "CERTAIN
INFORMATION REGARDING THE SECURITIES --
DISTRIBUTIONS ON THE SECURITIES -- DEPOSITS TO
THE DISTRIBUTION ACCOUNTS; PRIORITY OF
PAYMENTS." If not paid in full prior to the
Certificate Final Distribution Date, the
remaining Certificate Balance, if any, will be
payable on that date. See "THE CERTIFICATES --
DISTRIBUTIONS OF PRINCIPAL."

C. Optional
Prepayment . . . . In the event of an Optional Purchase, the
Certificates will be repaid in whole, but not
in part, at a repayment price equal to the
Certificate Balance plus accrued interest
thereon at the Pass-Through Rate. See
"DESCRIPTION OF THE CERTIFICATES -- OPTIONAL
PREPAYMENT."

8
<PAGE>

Security for the
Securities . . . . . . The principal security for the Securities will be as
described below:

A. The Contracts . . The Contracts will be fixed-rate, simple-interest
conditional sales contracts for Motorcycles,
including any and all rights to receive
payments collected thereunder on or after the
related Cutoff Date and security interests in
the Motorcycles financed thereby.

On the Closing Date, the Trust Depositor will sell,
transfer and assign to the Trust pursuant to
the Agreement, and the Trust will pledge to
the Indenture Trustee, pursuant to the
Indenture, Initial Contracts with an aggregate
principal balance of $[________] as of [ ],
199_, (the "INITIAL CUTOFF DATE"). Following
the Closing Date, pursuant to the Agreement,
the Trust Depositor will be obligated, subject
only to the availability thereof, to sell, and
the Trust will be obligated to purchase and
pledge subject to the satisfaction of certain
conditions set forth therein, Subsequent
Contracts from time to time during the Funding
Period (as defined below) having an aggregate
principal balance equal to $[___________],
such amount being equal to the amount on
deposit in the Pre-Funding Account established
under the Indenture on the Closing Date. With
respect to each transfer of Subsequent
Contracts to the Trust and the simultaneous
pledge of Subsequent Contracts to the
Indenture Trustee, the Trust Depositor will
designate as a cutoff date (each a "SUBSEQUENT
CUTOFF DATE") the date of which such
Subsequent Contracts are deemed sold to the
Trust and pledged to the Indenture Trustee.
Each date on which Subsequent Contracts are
conveyed and pledged is referred to herein as
a "SUBSEQUENT TRANSFER DATE."

The Initial Contracts and the Subsequent Contracts
will be selected from retail Motorcycle
installment sales contracts in the Trust
Depositor's portfolio based on the criteria
specified in the Transfer and Sale Agreement.
The Contracts arise and will arise from loans
to Obligors located in 50 states, the District
of Columbia and other territories. As of the
Initial Cutoff Date, the annual percentage
rate of interest on the Initial Contracts
ranges from [___]% to [___]% with a weighted
average of approximately [___]%. The Initial
Contracts had a weighted average term to
scheduled maturity, as of origination, of
approximately [_____] months, and a weighted
average term to Scheduled maturity, as of
the Initial Cutoff Date, of approximately
[____] months. The final scheduled Distribution
Date on the Initial Contract with the
latest maturity is no later than [_________].
No Contract (including any Subsequent
Contract) will have a scheduled maturity later
than [_______,____]. The Contracts generally are
or will be prepayable at any time without penalty
to the Obligor. Following the transfer of
Subsequent Contracts to the Trust, the aggregate
characteristics of the entire pool of
Contracts may vary from those of the Initial
Contracts as of the Initial Cutoff Date. See
"THE CONTRACTS" below.

9
<PAGE>

B. The Reserve
Fund . . . . . . . The Securityholders will be afforded certain limited
protection, to the extent described herein,
against losses in respect of the Contracts by
the establishment of an account in the name of
the Indenture Trustee for the benefit of the
Securityholders (the "RESERVE FUND").

The Reserve Fund will be created with an initial
deposit by the Trust Depositor of $[______]
(the "RESERVE FUND INITIAL DEPOSIT") on the
Closing Date. The funds in the Reserve Fund
will thereafter be supplemented on each
Distribution Date by the deposit of certain
Excess Amounts and Subsequent Reserve Fund
Amounts (as defined herein) (such Excess
Amounts and Subsequent Reserve Fund Amounts,
together with the Reserve Fund Initial Deposit
and the Certificate Reserve Amount the "RESERVE
FUND DEPOSITS")), until the amount in the
Reserve Fund reaches the Specified Reserve Fund
Balance (as defined herein). "EXCESS AMOUNTS"
in respect of a Distribution Date will be
calculated as described under "CERTAIN
INFORMATION REGARDING THE SECURITIES --
DISTRIBUTIONS ON THE SECURITIES -- DEPOSITS TO
THE DISTRIBUTION ACCOUNTS; PRIORITY OF
PAYMENTS" and will equal the funds on deposit
in the Collection Account in respect of such
Distribution Date, after giving effect to all
distributions required to be made on such
Distribution Date from Available Monies. The
"SUBSEQUENT RESERVE FUND AMOUNT" will equal the
amount on each Subsequent Transfer Date equal
to [____%] of the aggregate balance of the
Subsequent Contracts conveyed to the Trust.
The amount will be withdrawn from the Pre-
Funding Account and deposited in the Reserve
Fund Account. The Specified Reserve Fund
Balance for any Distribution Date will be
calculated as described under "CERTAIN
INFORMATION REGARDING THE SECURITIES -- PAYMENT
PRIORITIES OF THE NOTES AND THE CERTIFICATES;
THE RESERVE FUND." On each Distribution Date,
funds will be withdrawn from the Reserve Fund,
up to the Available Amount (as hereinafter
defined), for distribution to Securityholders
to cover any shortfalls in interest and
principal required to be paid on the
Securities.

In addition to the Reserve Fund Initial Deposit, the
Trust Depositor will deposit $[__________], (as
further defined herein the "Certificate Reserve
Amount"), into the Reserve Fund on the Closing
Date. If funds in the Reserve Fund (other than
the Certificate Reserve Amount) are applied in
accordance with the last sentence of the
preceding paragraph and are insufficient to
distribute the interest or principal due on the
Certificates, funds available from the
Certificate Reserve Amount will be withdrawn
from the Reserve Fund and applied solely to
distribute interest or principal on the
Certificates. The Certificate Reserve Amount
will not be available to pay interest or
principal on the Notes. The "AVAILABLE AMOUNT"
will equal the amount of all funds on deposit
in the Reserve Fund less the undistributed
balance of Certificate Reserve Amount, if any.

On each Distribution Date, after giving effect to
all distributions made on such Distribution
Date, any amounts in the Reserve Fund that are
in excess of the Specified Reserve Fund Balance
will be distributed to the Trust Depositor.
See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- PAYMENT PRIORITIES OF THE NOTES
AND THE CERTIFICATES; THE RESERVE FUND."

10
<PAGE>

C. Pre-Funding
Account . . . . . During the period (the "FUNDING PERIOD") from and
including the Closing Date until the earliest
of (a) the Distribution Date on which the
amount on deposit in the Pre-Funding Account is
less than $[________], (b) the date on which an
Event of Termination occurs with respect to the
Servicer under the Agreement, (c) the date on
which certain events of insolvency occur with
respect to the Trust Depositor or (d) the close
of business on the date which is 90 days from
and including the Closing Date, the Pre-Funded
Amount will be maintained as an account in the
name of the Indenture Trustee on behalf of the
Noteholders to secure the Trust Depositor's
obligations under the Agreement to purchase and
transfer Subsequent Contracts to the Trust and
the Trust's obligations under the Indenture to
pledge Subsequent Contracts to the Indenture
Trustee. The Pre-Funded Amount will initially
equal $[__________] and, during the Funding
Period, will be reduced by the amount thereof
that the Trust uses to purchase Subsequent
Contracts from the Trust Depositor and
contemporaneously therewith from the Seller by
the Trust Depositor. The Trust Depositor
expects that the Pre-Funded Amount will be
reduced to less than $[__________] by the
Distribution Date occurring in [______] 199_.
Any Pre-Funded Amount remaining at the end of
the Funding Period will be payable to the
Noteholders as described below in "SUMMARY OF
TERMS -- MANDATORY SPECIAL REDEMPTION."

D. Interest
Reserve Account . The Trust Depositor will establish, and fund with an
initial deposit on the Closing Date, a separate
collateral account in the name of the Indenture
Trustee on behalf of the Securityholders under
the Agreement (the "INTEREST RESERVE ACCOUNT"),
for the purpose of providing additional funds
for payment of Carrying Charges (as described
below) to pay certain distributions on
Distribution Dates occurring during (and on the
first Distribution Date following the end of)
the Funding Period. In addition to the initial
deposit, all investment earnings with respect
to the Pre-Funding Account are to be deposited
into the Interest Reserve Account and, pursuant
to the Agreement, on each Distribution Date
described above, amounts in respect of Carrying
Charges from such account will be transferred
into the Collection Account. "CARRYING
CHARGES" means (i) the product of (x) the
weighted average of the Class A-1 Rate, the
Class A-2 Rate and the Pass-Through Rate and
(y) the undisbursed funds (excluding investment
earnings) in the Pre-Funding Account (as of the
last day of the related due period) over (ii)
the amount of any investment earnings on funds
in the Pre-Funding Account which was
transferred to the Interest Reserve Account, as
well as interest earnings on amounts in the
Interest Reserve Account.

11
<PAGE>

The Interest Reserve Account will be established to
account for the fact that a portion of the
proceeds obtained from the sale of the Notes
will be initially deposited in the Pre-Funding
Account (as the initial Pre-Funded Amount)
rather than invested in Contracts, and the
monthly investment earnings on such Pre-Funded
Amount (until the Pre-Funded Amount is used to
purchase Subsequent Contracts) are expected to
be less than the weighted average of the Class
A-1 Rate, the Class A-2 Rate and the Pass-
Through Rate with respect to the corresponding
portion of the Class A-1 Principal Balance,
Class A-2 Principal Balance and the Certificate
Balance, as well as the amount necessary to pay
the Trustees' Fees. The Interest Reserve
Account is not designed to provide any
protection against losses on the Contracts in
the Trust. After the Funding Period, money in
the Interest Reserve Account will be released
to the Trust Depositor.

Optional Purchase . . . The Trust Depositor may, but will not be obligated
to, purchase all of the Contracts in the Trust,
and thereby cause early retirement of all
outstanding Securities, on any Distribution
Date as of which the Pool Balance has declined
to less than 10% of the Initial Pool Balance
(an "OPTIONAL PURCHASE"). See "CERTAIN
INFORMATION REGARDING THE SECURITIES --
TERMINATION."

Ratings . . . . . . . . It is a condition of issuance that the Class A-1 and
Class A-2 Notes be rated AAA by Standard &
Poor's Ratings Services, A Division of The
McGraw-Hill Companies ("S&P") and Aaa by
Moody's Investors Service, Inc. ("MOODY'S" and,
together with S&P, the "RATING AGENCIES") and
the Certificates each be rated at least [____]
by S&P and [_____] by Moody's. See "RATINGS OF
THE SECURITIES."

Advances . . . . . . . The Servicer is obligated to advance each month an
amount equal to accrued and unpaid interest on
the Contracts which was delinquent with respect
to the related Due Period (as defined herein)
(each an "ADVANCE"), but only to the extent
that the Servicer believes that the amount of
such Advance will be recoverable from
collections on the Contracts. The Servicer
will be entitled to reimbursement of
outstanding Advances on any Distribution Date
by means of a first priority withdrawal of
Available Monies (as defined herein) then held
in the Collection Account. See "CERTAIN
INFORMATION REGARDING THE SECURITIES--ADVANCES."

Mandatory Repurchase
by the Trust
Depositor . . . . Under the Agreement, the Trust Depositor has agreed,
in the event of a breach of certain
representations and warranties made by the
Trust Depositor and contained therein which
materially and adversely affects the Trust's
interest in any Contract, to repurchase such
Contract within 90 days, unless such breach is
cured. The Seller is obligated under the
Transfer and Sale Agreement (which obligation
has been assigned to the Trust) to repurchase
the Contracts from the Trust Depositor
contemporaneously with the Trust Depositor's
purchase of the Contract from the Trust. See
"CERTAIN INFORMATION REGARDING THE
SECURITIES--CONVEYANCE OF CONTRACTS."

<PAGE>

Security Interests and
Other Aspects of the
Contracts . . . . . . . In connection with the establishment of the Trust as
well as the transfer of Subsequent Contracts to
the Trust and the Indenture Trustee, security
interests in the Motorcycles securing the
Contracts have been (or will be) (i) conveyed
and assigned by the Seller to the Trust
Depositor pursuant to the Transfer and Sale
Agreement (and, in the case of Subsequent
Contracts, the related Subsequent Purchase
Agreement executed thereunder), (ii) conveyed
and assigned by the Trust Depositor to the
Trust pursuant to the Agreement (and, in the
case of Subsequent Contracts, the related
Subsequent Transfer Agreement executed
thereunder) and (iii) pledged by the Trust to
the Indenture Trustee pursuant to the
Indenture. The Agreement will designate the
Servicer as custodian to maintain possession,
as the Indenture Trustee's agent, of the
Contracts and any other documents relating to
the Motorcycles. To facilitate servicing and
save administrative costs, such documents will
not be segregated from other similar documents
that are in the Servicer's possession.
Uniform Commercial Code financing statements
will be filed in both Nevada and Illinois,
reflecting the conveyance and assignment of the
Contracts to the Trust Depositor from the
Seller, from the Trust Depositor to the Trust
and the pledge from the Trust to the Indenture
Trustee, and the Seller's and the Trust
Depositor's accounting records and computer
systems will also reflect such conveyance and
assignment and pledge. In addition, the
Contracts will be stamped to reflect their
conveyance and assignment and pledge. However,
if, though fraud, negligence or otherwise, a
subsequent purchaser were able to take physical
possession of the Contracts without notice of
such conveyance and assignment and pledge, the
Trust's and Indenture Trustee's interest in the
Contracts could be defeated.

In addition, due to administrative burden and
expense, the certificates of title to the
Motorcycles will not be amended to reflect the
conveyance and assignment to the Trust
Depositor and the Trust or the pledge to the
Indenture Trustee. In the absence of
amendments to the certificates of title, the
Trust and Indenture Trustee may not have a
perfected security interest in the Motorcycles.
Further, federal and state consumer protection
laws impose requirements upon creditors in
connection with extensions of credit and
collections with extensions of credit and
collections on conditional sales contracts, and
certain of these laws make an assignee of such
a contract liable to the obligor thereon for
any violation of such laws by the lender. The
Trust Depositor has agreed to repurchase any
Contract as to which it has failed to perfect a
security interest in the Motorcycle securing
such Contract, or as to which a breach of
federal or state laws exists if such breach
materially and adversely affects the Trust's
interest in such Contract and if such failure
or breach has not been cured within 90 days.
The Seller has made a corresponding obligation
under the Transfer and Sale Agreement See
"SECURITY INTERESTS AND OTHER ASPECTS OF THE
CONTRACTS; REPURCHASE OBLIGATIONS."

13
<PAGE>

Monthly Servicing Fee . The Servicer will be entitled to receive for each
Due Period a monthly servicing fee (the
"MONTHLY SERVICING FEE") equal to [_____] of
[____%] of the Principal Balance of the
Contracts as of the beginning of such Due
Period. The Servicer will also be entitled to
receive any extension fees or late payment
penalty fees paid by Obligors (collectively
with the Monthly Servicing Fee, the "SERVICING
FEE"). The Servicing Fee is payable prior to
any payments to the Noteholders or the
Certificateholders. See "CERTAIN INFORMATION
REGARDING THE SECURITIES--SERVICING
COMPENSATION AND PAYMENT OF EXPENSES."

Tax Status . . . . . . In the opinion of counsel to the Trust Depositor,
for federal income tax purposes, the Notes will
be characterized as debt, and the Trust will
not be characterized as an association (or a
publicly traded partnership) taxable as a
corporation. Each Noteholder, by the
acceptance of a Note, will agree to treat the
Notes as indebtedness, and each
Certificateholder, by the acceptance of a
Certificate, will agree to treat the Trust as a
partnership in which the Certificateholders are
partners for federal income tax purposes. See
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES."

ERISA Considerations . . Subject to the considerations discussed under "ERISA
CONSIDERATIONS," the Notes will be eligible for
purchase by employee benefit plans. Any
benefit plan fiduciary considering purchase of
the Notes should, however, consult with its
counsel regarding the consequences of such
purchase under ERISA and the Code. See "ERISA
CONSIDERATIONS."

The Certificates are not eligible for
purchase by (i) employee benefit plans
subject to ERISA, or (ii) individual
retirement accounts and other retirement
plans subject to Section 4975 of the Code.

14
<PAGE>

RISK FACTORS

THE CONTRACTS AND THE PRE-FUNDING ACCOUNT. On the Closing Date, the
Trust Depositor will transfer $[ ] of Initial
Contracts to the Trust, which Initial Contracts the Trust Depositor purchased
from the Seller using part of the proceeds of the Notes and Certificates sold
to investors. The Trust Depositor will transfer $[ ]
(representing the Pre-Funded Amount), pursuant to the Agreement into the
Pre-Funding Account established and maintained in the name of the Indenture
Trustee on behalf of the Securityholders. Such pledge will secure the
Trust's obligation to purchase from the Trust Depositor and transfer to the
Trust the Subsequent Contracts in a principal amount equal to the initial
Pre-Funded Amount at or before the end of the Funding Period. If the
Seller fails to originate a principal amount of eligible Contracts during the
Funding Period which is at least equal to the Pre-Funded Amount, the Trust
Depositor will be unable to acquire sufficient Subsequent Contracts to
transfer to the Trust on one or more Subsequent Transfer Dates, thereby
resulting in a Mandatory Special Redemption and prepayment of principal to
the Noteholders as described in the following paragraph. See "--TRUST'S
RELATIONSHIP TO THE TRUST DEPOSITOR AND SELLER" below. In addition, any
conveyance of Subsequent Contracts is subject to the satisfaction, on or
before the related Subsequent Transfer Date, of the following conditions,
among others: (i) each such Subsequent Contract satisfies the eligibility
criteria specified in the Transfer and Sale Agreement and the related
Subsequent Purchase Agreement executed thereunder; (ii) as of the applicable
Subsequent Cutoff Date, no Contract in the Trust, including the Subsequent
Contracts that the Trust Depositor will be conveying as of such Subsequent
Cutoff Date, will have a scheduled maturity date later than
[ ]; (iii) the Trust Depositor shall have executed and
delivered in favor of the Trust a written assignment (a "SUBSEQUENT TRANSFER
AGREEMENT") conveying such Subsequent Contracts to the Trust (including a
schedule identifying such Subsequent Contracts); (iv) the Trust Depositor
shall have delivered certain opinions of counsel to the Trustees, the Initial
Purchaser and the Rating Agencies with respect to the validity and other
aspects of the conveyance of all such Subsequent Contracts and (v) the Rating
Agencies shall have each notified the Trust Depositor and the Trustees in
writing that, following the addition of such Subsequent Contracts, the Class
A-1 Notes and the Class A-2 Notes will be rated AAA by S&P and Aaa by
Moody's, and the Certificates will be rated at least [____] by S&P and [_____]
by Moody's. Such confirmation of the ratings of the Class A-1 Notes and the
Class A-2 Notes and the Certificates may depend on factors other than the
characteristics of the Subsequent Contracts, including the delinquency,
repossession and net loss experience on the Contracts in the Trust.

To the extent that amounts on deposit in the Pre-Funding Account have
not been fully applied to the purchase of Subsequent Contracts by the Trust
Depositor during the Funding Period, the Class A-1 Noteholders and Class A-2
Noteholders will receive, on the Distribution Date on or immediately
following the last day of the Funding Period, a prepayment of principal in an
amount equal to the amount remaining in the Pre-Funding Account pro rata;
PROVIDED, HOWEVER, in the event the Mandatory Special Redemption Amount is
less than $[ ] such amount shall be allocated solely to the
Class A-1 Noteholders. It is anticipated that even if the Seller originates
sufficient Subsequent Contracts to exhaust most of the Pre-Funded Amount, the
principal amount of Subsequent Contracts conveyed to the Trust by the end of
the Funding Period will not be exactly equal to the amount on deposit in the
Pre-Funding Account and that therefore there will be at least a nominal
amount of principal prepaid to the Class A-1 Noteholders at the end of the
Funding Period in any event.

TRUST'S RELATIONSHIP TO THE TRUST DEPOSITOR AND SELLER. Neither the
Seller nor the Trust Depositor is generally obligated to make any payments in
respect of the Notes, Certificates or Contracts. However, the ability of the
Trust Depositor to convey Subsequent Contracts on Subsequent Transfer Dates
is dependent upon the generation of additional Contracts by the Seller. If,
during the Funding Period, the Seller is unable to generate or does not
transfer sufficient Contracts to the Trust Depositor, the ability of the
Trust Depositor to convey Subsequent Contracts to the Trust would be
adversely affected. There can be no assurance that the Seller will continue
to generate Motorcycle conditional sales contracts that satisfy the criteria
set forth in the Transfer and Sale Agreement.

15
<PAGE>

In connection with each conveyance of Contracts by the Seller to the Trust
Depositor and by the Trust Depositor to the Trust, the Seller will make
representations and warranties with respect to the characteristics of such
Contracts. In certain circumstances, the Seller through the Trust Depositor is
obligated to repurchase Contracts with respect to which such representations or
warranties are not true as of the date made. Neither the Seller nor the Trust
Depositor is otherwise obligated with respect to the Notes or Certificates
(other than in respect of the transfer of Subsequent Contracts as described
herein).

SUBORDINATION; LIMITED ASSETS. See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- PAYMENT PRIORITIES OF THE NOTES AND CERTIFICATES; RESERVE FUND."
Principal and interest payments on the Certificates will be subordinated to
payments on the Notes as described herein. Accordingly, the yield on the
Certificates will be sensitive to the loss experience on the Contracts and the
timing of such losses. If the actual rate and amount of losses experienced on
the Contracts exceed the rate and amount of losses assumed by an investor, the
yield to maturity of the Certificates may be lower than anticipated.

The Trust will not have, nor is it expected to have, any significant assets
or sources of funds other than the Contracts and its rights under the Agreement,
including the Interest Reserve Account and the Reserve Fund. Holders of the
Securities must rely for repayment upon payments on the Contracts and, if and to
the extent available, amounts on deposit in the Pre-Funding Account, the
Interest Reserve Account and the Reserve Fund. The Pre-Funding Account and the
Interest Reserve Account will be available during the Funding Period. The
Pre-Funding Account will be used solely to purchase Subsequent Contracts and is
not available to cover losses on the Contracts. The Interest Reserve Account is
designed to cover obligations of the Trust relating to that portion of the
initial Note net proceeds not invested in Contracts, and is not designed to
provide any protection against losses on the Contracts.

LIMITED DELINQUENCY AND LOAN LOSS EXPERIENCE WITH MOTORCYCLE CONTRACTS.
Eaglemark was organized in January 1993 and began purchasing and servicing
conditional sales contracts for Motorcycles in February 1993. Accordingly, and
for other reasons, Eaglemark's delinquency experience and loan loss and
repossession experience set forth under "THE CONTRACTS" may not be indicative of
the performance of the Contracts sold to the Trust Depositor and held by the
Trust and pledged to the Indenture Trustee. The Trust Depositor is a
bankruptcy-remote special purpose corporation established for the limited
purpose of purchasing the Contracts (and other similar retail motorcycle
conditional sales contracts) and related assets from the Seller, and selling the
same into the Trust (and other similar trusts); the Trust Depositor was
organized in [________] of [___________].

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS. Each Contract is
secured by a security interest in a Motorcycle. The transfer and perfection of
security interests in the Motorcycles and enforcement of rights to realize upon
the value of the Motorcycles as collateral for the Contracts are subject to a
number of federal and state laws, including the Uniform Commercial Code as
adopted in each state (the "UCC"), each state's motor vehicle title statutes,
and the United States Bankruptcy Code. Under the United States Bankruptcy Code,
a court may prevent the Indenture Trustee from repossessing a Motorcycle and may
reduce the amount of secured indebtedness or change the amount or timing of
monthly payments or the interest rate applicable to a Contract. In addition,
numerous federal and state consumer protection laws impose requirements on
lending under conditional sales contracts such as the Contracts, and the failure
by the lender or seller of goods to comply with such requirements could give
rise to liabilities of assignees for amounts due under such agreements and
claims by such assignees may be subject to set-off as a result of such lender's
or seller's noncompliance. These laws would apply to the Trust as assignee and
the Indenture Trustee as pledgee of the Contracts. In addition, due to
administrative burden and expense, the certificates of title to the Motorcycles
will not be amended to reflect the conveyance and assignment of the Seller's
interest therein to the Trust Depositor, the conveyance and assignment of the
Trust Depositor's interest therein to the Trust and the pledge of the Trust's
interest therein to the Indenture Trustee. In the absence of such an amendment,
the Indenture Trustee may not have a perfected security interest in the
Motorcycles. Pursuant to the Transfer and Sale Agreement, the Seller represents
and warrants that each Contract complies with all requirements of law and will
make certain representations and warranties relating to the validity,
subsistence, perfection and priority of the security interest in each Motorcycle
securing a Contract. A breach of any such representation and warranty that
materially and adversely affects the Trust's interest in any Contract would
create an obligation of the Seller through the Trust Depositor to repurchase
such Contract from the Trust unless such breach is cured. In the event that the
Trust must rely on repossession and resale of Motorcycles

<PAGE>

securing Contracts that are in default to recover principal and interest due
thereon, certain other factors may limit the ability of the Trust to realize
upon the Motorcycle or may limit the amount realized to less than the amount
due. See "SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS; REPURCHASE
OBLIGATIONS" below.

LIMITED LIQUIDITY. There is currently no secondary market for the
Securities offered hereby. The Underwriter currently intends to make a market
in the Securities, but it is under no obligation to do so. There can be no
assurance that a secondary market will develop or, if a secondary market does
develop, that it will provide the Securityholders with liquidity of investment
or that it will continue for the life of the Securities.

BANKRUPTCY CONSIDERATIONS. Winston & Strawn, counsel to the Seller and
the Trust Depositor, will render an opinion to the Trustees that in the event
the Seller became a debtor under the United States Bankruptcy Code the transfer
of the Contracts from the Seller to the Trust Depositor in accordance with the
Transfer and Sale Agreement (and any Subsequent Purchase Agreement in connection
with transfers of Subsequent Contracts) would be treated as a true sale and not
as a pledge to secure borrowings and that the Trust Depositor would not be
consolidated with the Seller as a single entity. If, however, the transfer of
the Contracts from the Seller to the Trust Depositor were treated as a pledge to
secure borrowings by the Seller or if the Trust Depositor were ordered
consolidated with the Seller as a single entity or were to become bankrupt for
any reason the distribution of proceeds of the Contracts to the Trust might be
subject to the automatic stay provisions of the United States Bankruptcy Code,
which would delay the distribution of such proceeds for an uncertain period of
time. In addition, a bankruptcy trustee would have the power to sell the
Contracts if the proceeds of such sale could satisfy the amount of the debt
deemed owed by the Seller, or the bankruptcy trustee could substitute other
collateral in lieu of the Contracts to secure such debt, or such debt could be
subject to adjustment by the bankruptcy court if the Seller were to file for
reorganization under Chapter 11 of the United States Bankruptcy Code. A case
decided by the United States Court of Appeals for the Tenth Circuit contains
language to the effect that accounts sold by a debtor under Article 9 of the UCC
would remain property of the debtor's bankruptcy estate. Although the Contracts
constitute chattel paper under the UCC rather than accounts, sales of chattel
paper are similarly governed by Article 9 of the UCC. If, following a
bankruptcy of the Seller, a court were to follow the reasoning of the Tenth
Circuit and apply such reasoning to chattel paper, then similar reductions or
delays in payments of collections on or in respect of the Contracts could occur.
Additionally, because the Seller has purchased Contracts from dealers located in
the Tenth Circuit which could become debtors in a bankruptcy proceeding, the
rationale of such case could be applicable to such dealers' sales and the
corresponding negative implications for timing of receipt of payments with
respect to the Contracts may occur.

YIELD AND PREPAYMENT CONSIDERATIONS. By their terms, the Contracts may be
prepaid, in whole or in part, at any time and each Contract contains a provision
which permits the Trust Depositor to require full prepayment in the event of a
sale of the Motorcycle securing a Contract. In addition, repurchases of the
Contracts by the Seller through the Trust Depositor could occur in the event of
a breach of a representation and warranty with respect to the Contracts and upon
exercise of the Trust Depositor's Repurchase Option to repurchase Contracts when
the Pool Balance has decreased to a certain level. Any prepayments and
repurchases of Contracts will reduce the average life of the Contracts and the
interest received by the Noteholders or Certificateholders over the life of the
Notes or Certificates (for this purpose the term "PREPAYMENT" includes
liquidations due to default, as well as receipt of proceeds from credit life,
credit disability and casualty insurance policies). In addition, the
occurrence of a Mandatory Special Redemption at or before the end of the Funding
Period would have the effect of reducing the interest received by Noteholders
over the life of the Notes.

JOINT ACCOUNTS. In certain circumstances, the monthly billing statements
relating to the Contracts and provided to the Obligors also reflect the
Obligors' outstanding "HARLEY CARD" monthly balance. See "EAGLEMARK, INC. -
GENERAL.". With respect to such a joint billing statement, the Obligor sends one
payment which if not appropriately designated by such Obligor in the statement
returned with their payment will be allocated first to the minimum payment due
on the Harley Card. To the extent a payment is insufficient to cover payment
amounts due under both the Contract and the minimum amount due on the Harley
Card, the Contract will suffer the associated shortfall.

TAX STATUS. In the opinion of Winston & Strawn as counsel to the Trust
Depositor, for federal income tax purposes, the Notes will be characterized as
debt and the Trust will not be characterized as an association (or publicly
traded partnership) taxable as a corporation. As no cases, regulations or
administrative rulings have addressed transactions

<PAGE>

similar to those described herein, however, there can be no assurance the IRS
or a court will not take contrary positions. See "CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS."

FORMATION OF THE TRUST

GENERAL

The Trust will be a business trust formed under the laws of the State of
Delaware pursuant to the Trust Agreement for the transactions described herein.
After its formation, the Trust will not engage in any activity other than
(i) acquiring, holding and managing the Contracts and the other assets of the
Trust and proceeds therefrom; (ii) issuing the Notes and the Certificates;
(iii) making payments on the Notes and the Certificates; and (iv) engaging in
other activities that are necessary, suitable or convenient to accomplish the
foregoing purposes or are incidental thereto or connected therewith.

On the Closing Date, the Trust Depositor will sell and assign the Trust
Property to the Trust. Eaglemark will act as Servicer of the Contracts and will
receive compensation and fees for such services. See "CERTAIN INFORMATION
REGARDING THE SECURITIES -- SERVICING COMPENSATION AND PAYMENT OF EXPENSES."

The Trust's principal offices will be in Wilmington, Delaware, in care of
Wilmington Trust Company, as Owner Trustee, at the address listed below under
"THE OWNER TRUSTEE."

CAPITALIZATION

The Trust will initially be capitalized with equity equal to the Initial
Certificate Balance. The Trust Depositor will purchase Certificates with an
Initial Certificate Balance of approximately 1% of the Initial Certificate
Balance and the remaining equity interests will be sold to third party investors
that are expected to be unaffiliated with the Seller, the Trust Depositor, the
Servicer, the Trust Depositor or the Trust.

The following table illustrates the capitalization of the Trust as of the
Cut-Off Date, as if the issuance and sale of the Securities had taken place, on
such date:

Class A-1 Notes . . . . . . . . . $[________]
Class A-2 Notes . . . . . . . . . $[________]
Certificates. . . . . . . . . . . $[________]
-----------
Total . . . . . . . . . . . $[________]
-----------
-----------

THE OWNER TRUSTEE

Wilmington Trust Company will be the Owner Trustee under the Trust
Agreement. Wilmington Trust Company is a Delaware corporation and its Corporate
Trust Office is located at 1100 North Market Street, Wilmington, Delaware
19890.

The Owner Trustee will have the rights and duties set forth herein under
"CERTAIN INFORMATION REGARDING THE SECURITIES -- THE TRUSTEES" and "-- DUTIES OF
THE TRUSTEES."

POOL FACTORS AND TRADING INFORMATION

The "NOTE POOL FACTOR" for each Class of Notes will be a six-digit decimal
which the Servicer will compute prior to each Distribution Date with respect to
the Notes indicating the unpaid principal amount of such Class of Notes, after
giving effect to payments to be made on such Distribution Date, as a fraction of
the initial outstanding principal amount of such Class of Notes. The
"CERTIFICATE POOL FACTOR" for the Certificates will be a six-digit decimal which
the Servicer

<PAGE>

will compute prior to each Distribution Date indicating the remaining
Certificate Balance after giving effect to distributions to be made on such
Distribution Date, as a fraction of the Initial Certificate Balance. Each
Note Pool Factor and the Certificate Pool Factor will be 1.000000 as of the
Closing Date, and thereafter will decline to reflect reductions in the
outstanding principal amount of the applicable Class of Notes, or the
reduction of the Certificate Balance, as the case may be. A Noteholder's
portion of the aggregate outstanding principal amount of the related Class of
Notes will be the product of (i) the original denomination of such
Noteholder's Notes and (ii) the applicable Note Pool Factor at the time of
determination. A Certificateholder's portion of the aggregate outstanding
Certificate Balance will be the product of (i) the original denomination of
such Certificateholder's Certificate and (ii) the Certificate Pool Factor at
the time of determination.

The Noteholders will receive reports on or about each Distribution Date
concerning payments received on the Contracts, the Pool Balance, each Note Pool
Factor and various other items of information, and the Certificateholders will
receive reports on or about each Distribution Date concerning payments received
on the Contracts, the Pool Balance, the Certificate Pool Factor and various
other items of information. In addition, Securityholders of record during any
calendar year will be furnished information for tax reporting purposes not later
than the latest date permitted by law. See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- STATEMENTS TO SECURITYHOLDERS."

USE OF PROCEEDS

The Trust Depositor will use the net proceeds received from the sale of the
Notes and Certificates (i) for the purchase of the Initial Contracts and related
assets from the Seller, and (ii) the remainder for the funding of the
Pre-Funding Account. The Seller will use the net proceeds from the Trust
Depositor's purchase of the Initial Contracts, as well as Subsequent Contracts,
for the repayment of a substantial portion of the outstanding principal of the
warehouse lines through which it finances its motorcycle conditional sales
contracts. Following each such repayment, it is expected that the warehouse
lines will be used to build a new portfolio of Motorcycle conditional sales
contracts.

THE CONTRACTS

Each Contract is (or will be, in the case of Subsequent Contracts) secured
by a Motorcycle (as described below) and is (or will be) a conditional sales
contract originated by a Harley-Davidson dealer and purchased by the Trust
Depositor. No Contract may be substituted by the Seller or the Trust Depositor
with another Motorcycle contract after such Contract has been sold by the Trust
Depositor to the Trust.

Each Contract (a) is (or will be) secured by a Motorcycle, (b) has (or will
have) a fixed annual percentage rate and provide for, if timely made, payments
of principal and interest which fully amortize the loan on a simple interest
basis over its term, (c) with respect to the Initial Contracts, has its last
scheduled payment due no later than [______, ____], and with respect to the
Contracts as a whole (including any Subsequent Contracts conveyed to the Trust
after the Closing Date), will have a last scheduled payment due no later than
[_______ ____], and (d) with respect to the Initial Contracts, has its first
scheduled payment due no later than [_______ ____]. The Contracts were (or will
be) acquired by the Trust Depositor in the ordinary course of the Trust
Depositor's business. A detailed listing of the Initial Contracts is appended
to the Agreement. See "DESCRIPTION OF THE CERTIFICATES" below. (For general
composition of the Initial Contracts see Table 1 below). Approximately [__]% of
the Principal Balance of the Initial Contracts as of the Initial Cutoff Date is
attributable to loans to purchase Motorcycles which were new and approximately
[__]% is attributable to loans to purchase Motorcycles which were used at the
time the related Contract was originated. All Initial Contracts have a
contractual rate of interest of at least [___]% per annum and not more than
[____]% per annum and the weighted average contractual rate of interest of the
Initial Contracts as of the Initial Cutoff Date is approximately [___]% per
annum (see Table 2 below). The Initial Contracts have remaining maturities as of
the Initial Cutoff Date of at least [__] months but not more than [__] months
and original maturities of at least [__] months but not more than [__] months.
The Initial Contracts had a weighted average term to scheduled maturity, as of
origination, of approximately [____] months, and a weighted average term to
scheduled maturity as of the Initial Cutoff Date of approximately [____] months
(see Tables 3 and 4 below). The average principal balance per Initial Contract
as of the Initial Cutoff Date was approximately

<PAGE>

$[________] and the principal balances on the Initial Contracts as of the
Initial Cutoff Date ranged from $[____] to $[________] (see Table 5 below).
The Contracts arise (or will arise) from loans to Obligors located in 50
states , the District of Columbia and other territories and with respect to
the Initial Contracts, constitute the following approximate amounts expressed
as a percentage of the aggregate principal balances on the Initial Contracts
as of the Initial Cutoff Date: [ ]% in the state of [ ], [ ]
% in [ ], [ ]% in [ ], [ ]% in [ ],
[ ]% in [ ], [ ]% in [ ], [ ]% in
[ ], [ ]% in [ ], and [ ]% in [ ] (see
Table 6 below). No other state represented more than [ ]% of the
Initial Contracts.

Except for the criteria described in the preceding paragraph and under
"RISK FACTORS -- THE CONTRACTS AND THE PRE-FUNDING ACCOUNT," there will be no
required characteristics of the Subsequent Contracts. Therefore, following
the transfer of the Subsequent Contracts to the Trust, the aggregate
characteristics of the entire pool of the Contracts, including the
composition of the Contracts, the distribution by define of the Contracts,
the distribution by calculated remaining term of the Contracts, the
distribution by original term to maturity of the Contracts, the distribution
by current balance of the Contracts, and the geographic distribution of the
Contracts, described in the following tables, may vary from those of the
Initial Contracts as of the Initial Cutoff Date.

The motorcycle dealer agreements between each of the originating dealers
and the Seller require the originating dealer to repurchase certain
motorcycles repossessed by the Seller in the event of a default by the
Obligor ("DEALER RECOURSE"); the Dealer Recourse will be assigned by the
Seller to the Trust Depositor pursuant to the Transfer and Sale Agreement,
assigned from the Trust Depositor to the Trust pursuant to the Agreement and
pledged from the Trust to the Indenture Trustee pursuant to the Indenture.
There can be no assurance that an originating dealer will perform its Dealer
Recourse obligations under such motorcycle dealer agreements if and when
required to do so.

<PAGE>

TABLE 1

COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

Aggregate Principal Balance .............................. $[_____________]
Number of Contracts ...................................... [_____]
Average Principal Balance................................. $[________]
Weighted Average Annual Percentage
Rate ("APR")......................................... [_____]%
(Range)..............................................[_____]% to [_____]%
Weighted Average Original Term............................ [____]
(Range).............................................. [___] to [___]
Weighted Average Calculated Remaining Term................ [_____]
(Range).............................................. [__] to [___]

21
<PAGE>

TABLE 2

DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

TOTAL
PERCENT OF OUTSTANDING
NUMBER OF NUMBER OF PRINCIPAL PERCENT OF
RATE CONTRACTS CONTRACTS (1) BALANCE POOL BALANCE (1)

8.01-9.00%
9.01-10.00
10.01-11.00
11.01-12.00
12.01-13.00
13.01-14.00
14.01-15.00
15.01-16.00
16.01-17.00

TOTALS: 100.00% 100.00%

(1) Percentages may not add to 100.00% because of rounding.

22
<PAGE>
TABLE 3

DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

PERCENT OF TOTAL
CALCULATED NUMBER OF OUTSTANDING PERCENT OF
REMAINING TERM NUMBER OF CONTRACTS PRINCIPAL POOL BALANCE
(MONTHS) CONTRACTS (1) BALANCE (1)

0 - 12
13 - 24
25 - 36
37 - 48
49 - 60
61 - 72

TOTALS: 100.00% 100.00%

(1) Percentages may not add to 100.00% because of rounding.

23
<PAGE>
TABLE 4
DISTRIBUTION BY ORIGINAL TERM TO MATURITY
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

PERCENT OF TOTAL
NUMBER OF OUTSTANDING PERCENT OF
ORIGINAL NUMBER OF CONTRACTS PRINCIPAL POOL BALANCE
TERM (MONTHS) CONTRACTS (1) BALANCE (1)

0 - 12
13 - 24
25 - 36
37 - 48
49 - 60
61 - 72

TOTALS: 100.00% 100.00%

(1) Percentages may not add to 100.00% because of rounding.

<PAGE>

TABLE 5
DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF PERCENT OF
NUMBER OF CONTRACTS TOTAL OUTSTANDING POOL BALANCE
CURRENT BALANCE CONTRACTS (1) PRINCIPAL BALANCE (1)

<S> <C> <C> <C> <C>
$ 0.01 - 1,000.00
$ 1,000.01 - 2,000.00
$ 2,000.01 - 3,000.00
$ 3,000.01 - 4,000.00
$ 4,000.01 - 5,000.00
$ 5,000.01 - 6,000.00
$ 6,000.01 - 7,000.00
$ 7,000.01 - 8,000.00
$ 8,000.01 - 9,000.00
$ 9,000.01 - 10,000.00
$ 10,000.01 - 11,000.00
$ 11,000.01 - 12,000.00
$ 12,000.01 - 13,000.00
$ 13,000.01 - 14,000.00
$ 14,000.01 - 15,000.00
$ 15,000.01 - 16,000.00
$ 16,000.01 - 17,000.00
$ 17,000.01 - 18,000.00
$ 18,000.01 - 19,000.00
$ 19,000.01 - 20,000.00
$ 20,000.01 - 21,000.00
$ 21,000.01 - 22,000.00
$ 22,000.01 - 23,000.00
$ 23,000.01 - 24,000.00
$ 25,000.01 - 26,000.00
$ 27,000.01 - 28,000.00

TOTALS: 100.00% 100.00%
</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

<PAGE>

TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS

PERCENT OF PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING POOL
STATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
<S> <C> <C> <C> <C>
ALASKA
ALABAMA
ARKANSAS
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
DELAWARE
FLORIDA
GEORGIA
HAWAII
IOWA
IDAHO
ILLINOIS
INDIANA
KANSAS
KENTUCKY
LOUISANA
MASSACHUSETTS
MARYLAND
MAINE
MICHIGAN
MINNESOTA
MISSOURI
MISSISSIPPI
MONTANA
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO

</TABLE>

<PAGE>

TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(CONTINUED)

PERCENT OF PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING POOL
STATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
<S> <C> <C> <C> <C>
NEVADA
NEW YORK
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
VERMONT
WASHINGTON
WISCONSIN
WEST VIRGINIA
WYOMING
OTHER

TOTALS: 100.00% 100.00%

</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

<PAGE>

DELINQUENCY, LOAN LOSS AND REPOSSESSION INFORMATION

The Seller was organized in January 1993 and is a one hundred percent
owned subsidiary of Eaglemark Financial. The Seller began purchasing and
servicing conditional sales contracts for Motorcycles in February 1993.
Accordingly, the Seller has not accumulated a significant amount of
delinquency and loss data on Motorcycle conditional sales contracts similar
to the Contracts. See "RISK FACTORS -- LIMITED EXPERIENCE WITH MOTORCYCLE
CONTRACTS."

The following tables set forth the delinquency experience and loan loss
and repossession experience of the Seller's portfolio of conditional sales
contracts for Motorcycles since the Seller began purchasing and servicing
such contracts. These figures include data in respect of contracts which the
Seller has previously sold with respect to prior securitizations and for
which the Seller acts as servicer.

<PAGE>

DELINQUENCY EXPERIENCE
(UNAUDITED)
(DOLLARS IN THOUSANDS)
AT
--------------------------------------------------------------

DECEMBER 31, DECEMBER 31, DECEMBER 31, [ ], [ ],
1994 1995 1996 1996 199_
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NUMBER OF
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS AND
ASSOCIATED
OUTSTANDING
PRINCIPAL DOLLAR
BALANCES(1) ...............

PERIOD OF
DELINQUENCY AND
ASSOCIATED
OUTSTANDING
PRINCIPAL BALANCES(2)
30-59 DAYS ................
60-89 DAYS ................
90 DAYS OR MORE ...........

TOTAL NUMBER OF
DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS .................

</TABLE>

- --------------------------------

(1) Excludes Contracts already in repossession,
which Contracts the Servicer does not consider
outstanding.

(2) The period of delinquency is based on the
number of days payments are contractually past
due (assuming 30-day months). Consequently, a
Contract due on the first day of a month is
not 30 days delinquent until the first day of
the next month. Obligors do not receive
initial statements until 60 days after the
origination of their Contracts; therefore, the
Obligors' associated nonpayment is not
considered for delinquency experience until
after the end of such 60-day period.

<PAGE>

DECEMBER 31, DECEMBER 31, DECEMBER 31, [ ], [ ],
1994 1995 1996 1996 199_
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>

DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS AS A
PERCENT OF TOTAL
NUMBER OF
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS .................

AGGREGATE PRINCIPAL
BALANCE OF
DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS .................

AGGREGATE PRINCIPAL
BALANCE OF
DELINQUENT
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS AS A
PERCENTAGE OF THE
AGGREGATE
OUTSTANDING
PRINCIPAL BALANCE OF
MOTORCYCLE
CONDITIONAL SALES
CONTRACTS .................

</TABLE>

<PAGE>

LOAN LOSS/REPOSSESSION EXPERIENCE
(UNAUDITED)
(ACTUAL DOLLARS)

<TABLE>

TWELVE MONTHS TWELVE MONTHS TWELVE MONTHS [ ] MONTHS [ ] MONTHS
ENDED DECEMBER ENDED DECEMBER ENDED DECEMBER ENDED [ ENDED [
31, 1994 31, 1995 31, 1996 ]1996 ], 199_

<S> <C> <C> <C> <C> <C>
PRINCIPAL
BALANCE OF ALL
MOTORCYCLE
CONDITIONAL
CONTRACTS
SERVICED
(1)......

CONTRACT
LIQUIDATION
(2)......

NET LOSSES:
DOLLARS
(3)......

PERCENTAGE
(4)......

</TABLE>

(1) As of period end. Includes Contracts already in repossession.

(2) As a percentage of the total number of Contracts being serviced as of
period end, calculated on an annualized basis.

(3) The calculation of net loss includes actual charge-offs, deficiency
balances remaining after liquidation of repossessed vehicles and
expenses of repossession and liquidation, net of recoveries.

(4) As a percentage of the principal amount of Contracts being serviced as
of period end, calculated on an annualized basis.

<PAGE>

HARLEY-DAVIDSON MOTORCYCLES

All of the motorcycles securing Contracts were manufactured by
Harley-Davidson, Inc., except not more than 2.5% of the Contracts (including all
Subsequent Contracts) relate to, and are secured by, motorcycles manufactured by
Buell. Buell produces "PERFORMANCE" motorcycles using engines and certain other
parts manufactured by Harley-Davidson. Harley-Davidson, as of December 31,
1996, owned 49% of the voting equity of Buell.

Harley-Davidson produces and sells premium superheavyweight motorcycles.
Within the superheavyweight class, Harley-Davidson sells touring motorcycles
(equipped for long-distance touring), as well as motorcycles which emphasize the
distinctive styling associated with certain classic Harley-Davidson motorcycles.
Harley-Davidson motorcycles are based on variations of five basic chassis
designs and are powered by one of three air cooled, twin cylinder engines of "V"
configuration which have displacements of 883cc, 1200cc, and 1340cc.
Harley-Davidson manufactures its own engines and frames and is the only major
manufacturer of motorcycles in the United States. Harley-Davidson, as of
December 31, 1996, accounts for approximately 55% of the market for motorcycles
with an engine displacement of 751cc and above.

Buell produces "PERFORMANCE" motorcycles using Harley-Davidson 1200cc
engines that are further modified in the manufacturing process, as well as
certain other Harley parts. The "PERFORMANCE" aspect of the motorcycles refers
to overall handling characteristics of the motorcycle, including cornering,
acceleration and braking. Buell motorcycles and related products are currently
distributed exclusively through Harley-Davidson dealers. Buell's overall share
of the "PERFORMANCE" market is negligible.

YIELD AND PREPAYMENT CONSIDERATIONS

By their terms, the Contracts may be prepaid, in whole or in part, at any
time and each Contract contains a provision which permits the Seller to require
full prepayment in the event of a sale of the Motorcycle securing a Contract.
In addition, repurchases of the Contracts by the Seller could occur in the event
of a breach of a representation and warranty with respect to the Contracts and
upon exercise of the Trust Depositor's limited option to repurchase the
Contracts when the Pool Balance has declined to less than 10% of the Initial
Pool Balance. Any prepayments and repurchases of Contracts will reduce the
average life of the Notes and Certificates and the interest received by the
Securityholders over the life of the Notes and Certificates (for this purpose
the term "PREPAYMENT" includes liquidations due to default, as well as receipt
of proceeds from credit life, credit disability and casualty insurance
policies). In addition, the occurrence of a Mandatory Special Redemption at or
before the end of the Funding Period would have the effect of reducing the
interest received by Noteholders over the life of the Notes.

Payments on the Certificates will be subordinated to payments on the Notes.
Accordingly, the yield on the Certificates will be sensitive to the loss
experience on the Contracts and the timing of such losses. If the actual rate
and amount of losses experienced on the Contracts exceed the rate and amount of
losses assumed by an investor, the yield to maturity of the Certificates may be
lower than anticipated.

The final scheduled Distribution Date on the Initial Contract with the
latest maturity is no later than [______] 2002. The final scheduled
Distribution Date on the Contract with the latest maturity among the Contracts
as a whole, including any Subsequent Contracts, will be not later than [ ].

<PAGE>

EAGLEMARK FINANCIAL SERVICES, INC.;
EAGLEMARK, INC.

EAGLEMARK FINANCIAL SERVICES, INC.

Eaglemark Financial was formed in June 1992 with a capital infusion of
$10,000,000 from Harley-Davidson and an additional $15,000,000 capital
contribution from a major institutional investor in January 1993. In November
1995, Harley-Davidson purchased the equity owned by the major institutional
investor and as a result Eaglemark Financial is a 97% owned subsidiary of
Harley-Davidson. The business of Eaglemark Financial, through its 100%
ownership of Eaglemark, has been to provide wholesale and retail financing,
credit card and insurance services to dealers and customers of Harley-Davidson.

EAGLEMARK, INC.

Eaglemark is a Nevada corporation and is a wholly-owned subsidiary of
Eaglemark Financial. Eaglemark began operations in January 1993 when it
purchased the $85 million wholesale financing portfolio of certain
Harley-Davidson dealers from ITT Commercial Finance; subsequently, Eaglemark
entered the retail consumer finance business. Eaglemark provides financing to
Harley-Davidson customers for new and used motorcycles and Harley-Davidson
branded products including accessories through its private-label "HARLEY CARD,"
as well as a range of motorcycle insurance products through a wholly-owned
subsidiary. Eaglemark also finances extended service contracts on Motorcycles.
Eaglemark's financing, credit card and insurance programs are designed to work
together as a package that appeals to the needs of Harley-Davidson's customers.
The intent of such a package is to increase dealer and customer loyalty to
Eaglemark while improving revenue and profits over time. Eaglemark's principal
executive offices are located at 4150 Technology Way, Carson City, Nevada 89706
(telephone 702/885-1200). As of December 31, 1996, Eaglemark had total assets
of $339.9 million, and stockholder's equity of $50.9 million.

During the third quarter of 1994, Eaglemark began providing retail
consumer financing for other product lines. Initially, Eaglemark provided
financing for marine boat dealers under the trade names "MASTERCRAFT CREDIT,"
"WETJET CREDIT," "SKEETER CREDIT," "BOSTON WHALER FINANCIAL SERVICES," and
"MARIAH FINANCIAL SERVICES." Eaglemark has since added new lines of consumer
financing including (i) recreational vehicle financing through RV dealers under
the trade name of "HOLIDAY RAMBLER CREDIT"; (ii) Motorcycle financing through
the Canadian Harley-Davidson dealers transacted under the trade name "DEELEY
CREDIT"; and (iii) single-engine aircraft financing provided directly through
Mooney Aircraft under the trade name "MOONEY FINANCIAL SERVICES" or through a
broker (Sterling Air) under the Eaglemark name. Eaglemark also provides other
forms of consumer financing through various Dealers on a case-by-case basis. As
of December 31, 1996, accounts receivable related to these new product lines
represented less than 23.9% of total retail receivables serviced by Eaglemark.

PURCHASE OF CONTRACTS

Contracts that Eaglemark purchases are written on forms provided or
approved by Eaglemark and are purchased on an individually approved basis in
accordance with Eaglemark's guidelines. The dealer submits the customer's
credit application and purchase order to Eaglemark's office where an analysis of
the creditworthiness of the proposed buyer is made. The analysis includes a
review of the proposed buyer's paying habits, length and likelihood of continued
employment and certain other procedures. Eaglemark's current underwriting
guidelines for Motorcycle contracts generally require that the monthly payment
on the contract, together with the Obligor's other fixed monthly obligations,
not exceed 40% of the Obligor's monthly gross income. With respect to contracts
for new Motorcycles and used Motorcycles of model year 1990 and later, Eaglemark
generally finances up to 90% of the Motorcycle's sales price. Eaglemark
generally finances up to 85% of such amount for used Motorcycles of model years
before 1990. Eaglemark

<PAGE>

will also finance certain dealer installed accessories, sales tax and title
fees as well as premiums for the term of the contract on optional credit life
and accident and health insurance, premiums for extended warranty insurance
and premiums for required physical damage insurance on the Motorcycle which
financed amounts are part of the principal balance of the respective contract.
If the application meets Eaglemark's guidelines and the credit is approved,
Eaglemark purchases the contract when the customer accepts delivery of the
Motorcycle.

EAGLEMARK CUSTOMER FUNDING CORPORATION-[__]

The Trust Depositor is a special purpose corporation incorporated in the
State of Nevada in [___________]. All of the common stock of the Trust
Depositor is owned by the Seller. All of the officers and directors of the
Trust Depositor are employed by the Seller, except that two directors of the
Trust Depositor are required to be independent of the Trust Depositor. The
Trust Depositor's business is limited to purchasing the Contracts and related
assets (and other similar retail motorcycle installment conditional sales
contracts) from the Seller, acting as the general partner of the Trust and other
similar trusts and performing the obligations described in the Agreement and the
Transfer and Sale Agreement (as well as similar agreements entered into in
connection with the formation of similar trusts).

DESCRIPTION OF THE NOTES

GENERAL

The Notes will be issued pursuant to the Indenture. Citations to the
relevant Sections of the Indenture appear below and under "CERTAIN INFORMATION
REGARDING THE SECURITIES" in parentheses. The following summary does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Notes and the Indenture. Where
particular provisions or terms used in the Notes or the Indenture are referred
to, the actual provisions of such documents (including definitions of terms and
Section references) are incorporated by reference as part of such summaries.

PAYMENTS OF INTEREST

Interest on the outstanding principal amount of each Class of Notes will
accrue at the applicable Interest Rate from and including the fifteenth day of
the month of the most recent Distribution Date based on a 360-day year
consisting of 30 days each (or from and including the Closing Date with respect
to the first Distribution Date) to but excluding the fifteenth day of the month
of the current Distribution Date. If acceleration of the Notes is waived on
default, interest accrued but not paid on any Distribution Date will be due on
the immediately succeeding Distribution Date, together with, to the extent
permitted by applicable law, interest on such shortfall at the related Interest
Rate. Interest payments on the Notes will be made from Available Monies after
all accrued and unpaid Servicing Fees, Trustees' Fees and other administrative
fees of the Trust (collectively, "TRUST FEES AND EXPENSES") have been paid. See
"CERTAIN INFORMATION REGARDING THE SECURITIES -- DISTRIBUTIONS ON THE SECURITIES
- -- DEPOSITS TO THE DISTRIBUTION ACCOUNTS; PRIORITY OF PAYMENTS."

PAYMENTS OF PRINCIPAL

Principal payments will be made to the Noteholders, to the extent described
below, on each Distribution Date in an amount equal to the Note Percentage of
the related Note Principal Distributable Amount, in each case calculated as
described under "CERTAIN INFORMATION REGARDING THE SECURITIES -- DISTRIBUTIONS
ON THE SECURITIES -- DEPOSITS TO THE DISTRIBUTION ACCOUNTS; PRIORITY OF
PAYMENTS." Principal payments on the Notes will be made from Available Monies
after all Trust Fees and Expenses have been paid, and after distribution of the
Note Interest Distributable Amount. See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- DISTRIBUTIONS ON THE SECURITIES -- DEPOSITS TO THE DISTRIBUTION
ACCOUNTS, PRIORITY OF PAYMENTS."

<PAGE>

Principal payments on the Notes will be applied on each Distribution Date
from the Note Distribution Account as follows: first to the holders of the Class
A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to
zero but in no event later than the Class A-1 Final Distribution Date and
second to the holders of the Class A-2 Notes until the principal amount of the
Class A-2 Notes has been reduced to zero but in no event later than the Class
A-2 Final Distribution Date.

To the extent that the Principal Distributable Amount is greater than the
principal balance of the Class A-1 Notes on any Distribution Date, the Principal
Distributable Amount will first be allocated to reduce the principal amount of
the Class A-1 Notes to zero and will thereafter be allocated to the Class A-2
Notes.

The principal amount of each class of Notes, to the extent not previously
paid, will be due on the related Note Final Distribution Date for that class of
Notes. The actual date on which the aggregate outstanding principal amount of
any class of Notes is paid may be earlier than its Note Final Distribution Date
based on a variety of factors, including the factors described under "CERTAIN
INFORMATION REGARDING THE SECURITIES -- PREPAYMENT CONSIDERATIONS."

OPTIONAL REDEMPTION

The Class A-2 Notes will be subject to redemption in whole, but not in
part, on any Distribution Date relating to an Optional Purchase. The redemption
price will equal the unpaid principal amount of the Class A-2 Notes plus accrued
interest thereon at the applicable Interest Rate.

MANDATORY SPECIAL REDEMPTION

The Class A-1 Noteholders and Class A-2 Noteholders will be prepaid in
part pursuant to a Mandatory Special Redemption, without premium, on the
Distribution Date on or immediately following the last day of the Funding Period
in the event that any amount remains on deposit in the Pre-Funding Account after
giving effect to the purchase of all Subsequent Contracts, including any such
purchase on such date. The aggregate principal amount of Class A-1 Notes and
Class A-2 Notes to be prepaid will be an amount equal to the amount then on
deposit in the Pre-Funding Account allocated pro rata; PROVIDED, HOWEVER, in the
event the Mandatory Special Redemption Amount is less than [$__________] such
amount shall be allocated solely to the Class A-1 Noteholders.

THE INDENTURE TRUSTEE

Harris Trust and Savings Bank will be the Indenture Trustee. The Indenture
Trustee is an Illinois banking corporation and its Corporate Trust Office is
located at 311 West Monroe Street, Chicago, Illinois 60603.

The Indenture Trustee will have the rights and duties set forth under
"CERTAIN INFORMATION REGARDING THE SECURITIES -- THE TRUSTEES" AND "-- DUTIES OF
THE TRUSTEES."

EVENTS OF DEFAULT

"EVENTS OF DEFAULT" under the Indenture will consist of: (i) a default by
the Trust for five days or more in the payment of any interest on the Notes of
any class when the same becomes due and payable; (ii) a default by the Trust in
the payment of the principal of or any installment of the principal of the Notes
of any class when the same becomes due and payable; (iii) a default in the
observance or performance of any covenant or agreement of the Trust made in the
Indenture or any representation or warranty made by the Trust in the Indenture
or in any certificate delivered pursuant thereto or in connection therewith
having been incorrect in a material respect as of the time made, and the
continuation of any such default for a period of 30 days after notice thereof is
given to the Trust by the Indenture Trustee or to the Trust and the Indenture
Trustee by the holders of Notes evidencing at least 25% of the voting interest
thereof, voting together as a single class and (iv) certain events of
bankruptcy, insolvency, receivership or liquidation relating to the Trust (each,
a "TRUST INSOLVENCY"). (Indenture, Section 5.01)

<PAGE>

Upon the occurrence and continuation of an Event of Default, the Notes
shall become immediately due and payable at par, together with accrued interest
therein unless holders of Notes evidencing at least 66 2/3% of the voting
interests thereof, voting together as a single class, waive such Event of
Default.

No sale or liquidation of the property of the Trust may be made if the
proceeds thereof are not sufficient to pay all outstanding principal of and
accrued interest on the Notes, unless (a) holders of Notes evidencing 100% of
the voting interests thereof, voting together as a single class, consent to such
sale or liquidation, or (b)(1) the Indenture Trustee determines that the
property of the Trust will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes, (2) the Indenture Trustee
provides prior written notice of such sale or liquidation to each Rating Agency
and (3) holders of Notes evidencing 66 2/3% of the voting interests thereof,
voting together as a single class, consent to such sale or liquidation.
(Indenture, Section 5.04)

FORM, EXCHANGE, REGISTRATION AND TITLE

The Notes and Certificates will initially be registered in the name of Cede
& Co. ("CEDE"), the nominee of The Depository Trust Company ("DTC").
Securityholders may hold their Securities in the United States through DTC, or,
solely in the case of the Notes, in Europe, through CEDEL Bank, societe anonyme
("CEDEL") or the Euroclear System ("EUROCLEAR"), if they are participants of
such systems, or indirectly through organizations that are participants in such
systems.

Cede, as nominee for DTC, will hold the global Notes and Certificates.
CEDEL and Eurodollar will hold omnibus positions on behalf of the CEDEL
Participants and Euroclear Participants, respectively, through customers'
securities accounts in CEDEL's and Euroclear's names on the books of their
respective depositaries (collectively, the "DEPOSITARIES") which in turn will
hold such positions in customers' securities accounts in the Depositaries' names
on the books of DTC.

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "CLEARING
CORPORATION" within the meaning of the New York Uniform Commercial Code, and a
"CLEARING AGENCY" registered pursuant to the provisions of Section 17A of the
1934 Act. DTC accepts securities for deposit from its participating
organizations ("PARTICIPANTS") and facilitates the clearance and settlement of
securities transactions between Participants in such securities through
electronic book-entry changes in accounts of Participants, thereby eliminating
the need for physical movement of securities. Participants include securities
brokers and dealers, banks and trust companies and clearing corporations and may
include certain other organizations. Indirect access to the DTC system is also
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly. Transfers between Participants will occur in accordance
with DTC rules. Transfers between CEDEL Participants and Euroclear Participants
will occur in the ordinary way in accordance with their applicable rules and
operating procedures.

Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL
Participants or Euroclear Participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by its Depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules as
procedures and within its established deadlines (European time). The relevant
European International clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its Depositary to take action
to effect final settlement on its behalf by delivering or receiving securities
in DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. CEDEL Participants and Euroclear
Participants may not deliver instructions directly to the Depositaries.

Because of time-zone differences, credits of securities in CEDEL or
Euroclear as a result of a transaction with a Participant will be made during
the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the relevant CEDEL
Participant or Euroclear Participant on such business day. Cash received in
CEDEL
36

<PAGE>

or Euroclear as a result of sales of securities by or through a CEDEL
Participant or a Euroclear Participant to a Participant will be received with
value on the DTC settlement date but will be available in the relevant CEDEL or
Euroclear cash account only as of the business day following settlement in DTC.

Securityholders who are not Participants but desire to purchase, sell or
otherwise transfer, ownership of the Securities may do so only through
Participants (unless and until Definitive Securities are issued). In addition,
Securityholders will receive all distributions of principal of and interest on
the Securities from the Indenture Trustee or Owner Trustee (collectively, the
"TRUSTEES"), as applicable, through DTC and Participants. Securityholders will
not receive or be entitled to receive physical securities representing their
respective interests in the Securities, except under the limited circumstances
described below.

Unless and until Definitive Securities are issued, it is anticipated that
the only Securityholders will be Cede, as nominee of DTC. Beneficial owners of
the Securities will not be Securityholders as that term is used in the
Agreement. Beneficial owners are only permitted to exercise the rights of
Securityholders indirectly through Participants and DTC.

While the Securities are outstanding (except under the circumstances
described below), under the rules, regulations and procedures creating and
affecting DTC and its operations (the "RULES"), DTC is required to make
book-entry transfers among Participants on whose behalf it acts with respect to
the Securities and is required to receive and transmit distributions of
principal of, and interest on, the Securities. Unless and until Definitive
Securities are issued, beneficial owners who are not Participants may transfer
ownership of Securities only through Participants by instructing such
Participants to transfer the Securities only through Participants by
instructing such Participants to transfer the Securities by book-entry transfer
through DTC for the account of the purchasers of such Securities, which account
is maintained with their respective Participants. Under the Rules and in
accordance with DTC's normal procedures, transfers of ownership of the
Securities will be executed through DTC and the accounts of the respective
Participants at DTC will be debited and credited.

Physical Notes or Certificates will be issued in registered form to
Securityholders, or their nominees, rather than to DTC (such Securities being
referred to herein as "DEFINITIVE SECURITIES"), only if (i) DTC or the Seller
advises the applicable Trustee in writing that DTC is no longer willing or able
to discharge properly its responsibilities as nominee and depository with
respect to such Securities and the Seller or such Trustee is unable to locate a
qualified successor; (ii) the Seller, at its sole option and with the consent of
such Trustee, elects to terminate the book-entry system through DTC or (iii) in
the case of the Notes, after the occurrence of any Indenture Event of Default,
DTC, at the direction of Noteholders having a majority in interest of the Notes,
advises the Indenture Trustee in writing that the continuation of a book-entry
system through DTC (or a successor thereto) to the exclusion of any physical
securities being issued to Noteholders is no longer in the best interest of
Noteholders. Upon issuance of Definitive Securities to Securityholders, such
Securities will be transferable directly (and not exclusively on a book-entry
basis), and registered holders will deal directly with the applicable Trustee
with respect to transfers, notices and distributions.

DTC has advised the Trust Depositor and the Trustee that, unless and until
Definitive Securities are issued, DTC will take any action permitted to be taken
by a Noteholder under the Indenture or a Certificateholder under the Trust
Agreement only at the direction of one or more Participants to whose DTC account
the Securities are credited. DTC has advised the Seller that DTC will take such
action with respect to any Percentage Interests of the Securities only at the
direction of and on behalf of such Participants with respect to such Percentage
Interests of the Securities. DTC may take actions, at the direction of the
related Participants, with respect to some Securities that conflict with actions
taken with respect to other Securities.

CEDEL is incorporated under the laws of Luxembourg as a professional
depository. CEDEL holds securities for its participating organizations ("CEDEL
PARTICIPANTS") and facilitates the clearance and settlement of securities
transactions between CEDEL Participants through electronic book-entry changes in
accounts of CEDEL Participants. Transactions may be settled in CEDEL in any of
28 currencies, including United States dollars. CEDEL provides to its CEDEL
Participants, among other things services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in

<PAGE>

several countries. As a professional depository, CEDEL is subject to
regulations by the Luxembourg Monetary Institute. CEDEL Participants are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporation
and certain other organizations and may include the underwriters of any class
of Securities. Indirect access to CEDEL is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a CEDEL Participant, either directly or indirectly.

Euroclear was created in 1968, to hold securities for participants of the
Euroclear System ("EUROCLEAR PARTICIPANTS") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
securities and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in any of 32 currencies, including United
States dollars. The Euroclear System includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries generally similar to the arrangements for cross-market transfers with
DTC described above. The Euroclear System is operated by Morgan Guaranty Trust
Company of New York, Brussels, Belgium office (the "EUROCLEAR OPERATOR" or
"EUROCLEAR"), under contract with Euroclear Clearance System, S.C., a Belgian
cooperative corporation (the "EUROCLEAR COOPERATIVE"). All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not the Euroclear Cooperative. The Euroclear Cooperative establishes policy for
the Euroclear System on behalf of Euroclear Participants. Euroclear
Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries, indirect access to the
Euroclear System is also available to other firms that clear through or maintain
a custodial relationship with a Euroclear Participant, either directly or
indirectly.

The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York Banking Department, as well as the Belgian Banking
Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "TERMS AND CONDITIONS"). The Terms and Conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific securities
to specific securities clearance accounts. The Euroclear Operator acts under
the Terms and Conditions only on behalf of Euroclear Participants and has no
record of or relationship with persons holding through Euroclear Participants.

Distributions with respect to Notes held through CEDEL or Euroclear will be
credited to the cash accounts of CEDEL Participants or Euroclear Participants in
accordance with the relevant system's rules and procedures, to the extent
received by its Depositary. Such distributions will be subject to tax reporting
in accordance with relevant United States tax laws and regulations. See
"CERTAIN FEDERAL AND STATE INCOME TAX CONSEQUENCES." CEDEL or the Euroclear
Operator, as the case may be, will take any other action permitted to be taken
by a Noteholder under the Indenture on behalf of a CEDEL Participant or
Euroclear Participant only in accordance with its relevant rules and procedures
and subject to its Depositary's ability to effect such actions on its behalf
through DTC.

Although DTC, CEDEL and Euroclear have agreeg to the foregoing procedures
in order to facilitate transfers of the Securities among participants of DTC,
CEDEL and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.

In the event that any of DTC, CEDEL or Euroclear should discontinue its
services, the Seller would seek an alternative depositary (if available) or
cause the issuance of Definitive Securities to Securityholders or their nominees
in the manner described above.

Issuance of the Securities in book-entry form rather than as physical
securities may adversely affect the liquidity of the Securities in the secondary
market and the ability of Securityholders to pledge them. In addition, since

<PAGE>

distributions on the Securities will be made by the Trustees to DTC and DTC will
credit such distributions to the accounts of its Participants, which will
further credit them to the accounts of indirect participants of Securityholders,
Securityholders may experience delays in the receipt of such distributions.

DESCRIPTION OF THE CERTIFICATES

GENERAL

The Certificates will be issued pursuant to the Trust Agreement. Copies of
the Trust Agreement (without exhibits) may be obtained by holders of
Certificates upon request in writing to the Owner Trustee at its Corporate Trust
Office. Citations to the relevant sections of the Trust Agreement appear below
and under "CERTAIN INFORMATION REGARDING THE SECURITIES" in parentheses. The
following summary describes certain terms of the Certificates and the Trust
Agreement and does not purport to be complete and is subject to, and qualified
in its entirety by, reference to all of the provisions of the Certificates and
the Trust Agreement. Where particular provisions or terms used in the Trust
Agreement are referred to, the actual provisions (including definitions of terms
and section references) are incorporated by reference as of such summaries. The
Certificates may not be purchased by pension trusts, S Corporations,
partnerships or grantor trusts.

DISTRIBUTIONS OF INTEREST

Interest on the Certificate Balance will accrue at the Pass-Through Rate
from and including the fifteenth day of the month of the most recent
Distribution Date based on a 360-day year consisting of 30 days each (or from
and including the Closing Date with respect to the first Distribution Date) to
but excluding the fifteenth day of the month of the current Distribution Date.
Interest accrued but not paid on any Distribution Date will be due on the
immediately succeeding Distribution Date, together with, to the extent permitted
by applicable law, interest on such amount at the Pass-Through Rate. Interest
distributions with respect to the Certificates will be made from Available
Interest after all Trust fees and expenses have been paid and after the Note
Distributable Amount has been distributed. See "CERTAIN INFORMATION REGARDING
THE SECURITIES -- DISTRIBUTION ON THE SECURITIES -- DEPOSITS TO THE DISTRIBUTION
ACCOUNTS; PRIORITY OF PAYMENTS."

DISTRIBUTIONS OF PRINCIPAL

No principal will be paid on the Certificates until the Distribution Date
on which the principal balance of the Class A-1 and Class A-2 Notes has been
reduced to zero. On such Distribution Date and thereafter, the
Certificateholders will be entitled to distributions in an amount equal to
Available Principal calculated as described under "CERTAIN INFORMATION
REGARDING THE SECURITIES -- DISTRIBUTIONS ON THE SECURITIES -- DEPOSITS TO THE
DISTRIBUTION ACCOUNTS; PRIORITY OF PAYMENTS" but not in excess of the
outstanding principal balance on the Certificates. Distributions with respect
to principal payments will be made from Available Principal after all Trust Fees
and Expenses have been paid and after the Note Distributable Amount and the
Certificate Interest Distributable Amount has been distributed. See "CERTAIN
INFORMATION REGARDING THE SECURITIES -- DISTRIBUTIONS ON THE SECURITIES --
DEPOSITS TO THE DISTRIBUTION ACCOUNTS; PRIORITY OF PAYMENTS."

OPTIONAL PREPAYMENT

The Certificates will be subject to prepayment in whole, but not in part,
on any Distribution Date relating to an Optional Purchase. Certificateholders
will receive an amount in respect of the Certificates equal to the Certificate
Balance, together with accrued interest at the Pass-Through Rate. Any such
distribution will effect early retirement of the Certificates. See "CERTAIN
INFORMATION REGARDING THE SECURITIES -- TERMINATION."

<PAGE>

MANDATORY PREPAYMENT

As more fully described under "THE NOTES -- EVENTS OF DEFAULT," upon the
occurrence of an Event of Default, under certain circumstances the Noteholders
have the right to cause the property of the Trust to be sold or liquidated in
whole or in part. In the event of such liquidation or sale, the Certificates
may suffer a loss if proceeds are insufficient to pay both the Notes and the
principal and interest on the Certificates.

PAYING AGENTS

Distributions of principal of and interest on the Certificates will be made
by the Owner Trustee or any Paying Agent or Paying Agents as the Owner Trustee
may designate from time to time. The Indenture Trustee will be designated as
the initial Paying Agent with respect to the Certificates. (Trust Agreement,
Section 3.10)

CERTAIN INFORMATION REGARDING THE SECURITIES

CONVEYANCE OF CONTRACTS

On the Closing Date, (i) the Seller will sell, transfer, assign, set over
and otherwise convey the Initial Contracts and related assets to the Trust
Depositor, (ii) the Trust Depositor will sell, transfer, assign, set over and
otherwise convey to the Trust all right, title and interest in the Initial
Contracts and related assets (Agreement, Section 2.01) and (iii) the Trust will
pledge to the Indenture Trustee all right, title and interest in the Initial
Contracts and related assets (Indenture, Granting Clause). The Initial
Contracts will be described on a list delivered to each Trustee and certified by
a duly authorized officer of the Trust Depositor. (Sections 1.02 and 2.02.)
Such list will include the amount of monthly payments due on each Initial
Contract as of the Initial Cutoff Date, the contractual rate of interest on each
Contract and the maturity date of each Contract. Such list will be available
for inspection by any Securityholder at the principal office of the Servicer.
(Agreement, Section 5.04.) Prior to the conveyance of the Initial Contracts to
the Trust, the Servicer's compliance officer will have completed a review of all
the related Contract Files, including the certificates of title to, or other
evidence of a perfected security interest in, the Motorcycles, confirming the
accuracy of the list of Initial Contracts delivered to the Trustees. The Trust
Depositor will deliver to the Trustees a report of a nationally recognized
independent public accounting firm which states that such firm has performed
specific procedures for a sample of the Initial Contracts supplied by the
Seller. Any Contract discovered not to agree with such list in a manner that is
materially adverse to the interests of the Noteholders or Certificateholders
will be required to be repurchased by the Seller, or, if the discrepancy relates
to the unpaid Principal Balance of a Contract, the Seller may deposit cash in
the Collection Account in an amount sufficient to offset such discrepancy.
(Agreement, Section 7.08.)

In addition to the Initial Contracts, the Trust Property will include the
Trust's rights under the Transfer and Sale Agreement in respect of the Trust
Depositor's obligation to purchase from the Seller, and concurrently convey to
the Trust, Subsequent Contracts purchased as of the applicable Subsequent
Cutoff Date (the Initial Cutoff Date or any Subsequent Cutoff Date being
individually referred to herein as a "CUTOFF DATE") (Section 2.01). Any
conveyance of Subsequent Contracts on a Subsequent Transfer Date will be subject
to the satisfaction of the following conditions, among others (computed, where
applicable, based on the characteristics of the Initial Contracts on the Initial
Cutoff Date and any Subsequent Contracts as of the related Subsequent Cutoff
Date): (i) each such Subsequent Contract satisfies the eligibility criteria
specified in the Transfer and Sale Agreement and the related Subsequent Purchase
Agreement executed thereunder; (ii) as of the applicable Subsequent Cutoff
Date, no Contract in the Trust, including the Subsequent Contracts that the
Trust Depositor will be conveying as of such Subsequent Cutoff Date, will have a
scheduled maturity date later than [ ]; (iii) the Trust
Depositor shall have executed and delivered in favor of the Trust a Subsequent
Transfer Agreement conveying such Subsequent Contracts to the Trust (including a
schedule identifying such Subsequent Contracts); (iv) the Trust Depositor shall
have delivered certain opinions of counsel to the Trustee, the Initial Purchaser
and the Rating Agencies with respect to the validity and other aspects of the
conveyance of all such Subsequent Contracts and (v) the Rating Agencies shall
have each notified the Trust Depositor and the Trustees in writing that,
following the addition of such Subsequent Contracts, the Class A-1 Notes and
Class A-2 Notes

<PAGE>

will be rated AAA by S&P and Aaa by Moody's and the Certificates
will be rated at least [____] by S&P and [______] by Moody's. (Section 2.04).

The Agreement will designate the Servicer as custodian to maintain
possession, as the Trustees' agent, of the Contracts and any other documents
relating to the Motorcycles. (Section 4.01.) To facilitate servicing and save
administrative costs, the documents will not be segregated from other similar
documents that are in the Servicer's possession. Uniform Commercial Code
financing statements will be filed in Nevada and Illinois, reflecting the
conveyance and assignment of the Contracts to the Trust Depositor from the
Seller, the conveyance and assignment from the Trust Depositor to the Trust and
the pledge from the Trust to the Indenture Trustee, and the Seller's, Trust
Depositor's and Indenture Trustee's accounting records and computer systems will
also reflect such conveyance and assignment and pledge. In addition, each
Contract will be stamped to reflect their conveyance and assignment to the Trust
and the pledge to the Indenture Trustee. However, if, through fraud, negligence
or otherwise, a subsequent purchaser were able to take physical possession of
the Contracts without notice of such conveyance and assignment, the Indenture
Trustee's interest in the Contracts could be defeated. In addition,
certificates of title with respect to the Motorcycles will not be amended to
reflect the assignment of the Seller's security interest in the Motorcycles to
the Trust Depositor, the assignment of the Trust Depositor's security interest
in the Motorcycles to the Trust and the pledge of the Trust's security interest
to the Indenture Trustee. In the absence of amendments to the certificates of
title, the Indenture Trustee may not have a perfected security interest in the
Motorcycles. See "SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS;
REPURCHASE OBLIGATIONS."

<PAGE>

Lien Certificate has not yet been returned from the Registrar of Titles, the
Seller has received written evidence from the related dealer that such Lien
Certificate showing the Seller as lienholder has been applied for) and the
Seller's security interest has been validly assigned by the Seller to the
Trust Depositor and by the Trust Depositor to the Trust and pledged by the
Trust to the Indenture Trustee in order that immediately after the sale, each
Contract will be secured by an enforceable and perfected first priority
security interest in the Motorcycle in favor of the Indenture Trustee as
secured party, which security interest is prior to all other liens upon and
security interests in such Motorcycle which now exist or may hereafter arise
or be created (except, as to priority, for any lien for taxes, labor,
materials or any state law enforcement agency affecting a Motorcycle which
may arise after such sale); (k) all parties to each Contract had capacity to
execute such Contract; (l) no Contract has been sold, conveyed and assigned
or pledged to any other person other than the Trust Depositor, as transferee
of the Seller, the Trust as transferee of the Trust Depositor or the
Indenture Trustee as pledgee of the Trust, and prior to the transfer of the
Contract to the Trust Depositor, the Seller has good and marketable title to
each Contract free and clear of any encumbrance, equity, loan, pledge, charge,
claim or security interest, and as of the Closing Date the Indenture Trustee
will have a first priority perfected security interest therein; (m) as of the
related Cutoff Date there was no default, breach, violation or event
permitting acceleration under any Contract (except for payment delinquencies
permitted by clause (a) above), no event which with notice and the expiration
of any grace or cure period would constitute a default, breach, violation or
event permitting acceleration under such Contract, and the Seller has not
waived any of the foregoing; (n) as of the Closing Date there are, to the
best of the Seller's knowledge, no liens or claims which have been filed for
work, labor or materials affecting a motorcycle securing a Contract, which
are or may be liens prior or equal to the lien of the Contract; (o) each
Contract has a fixed rate of interest and provides for monthly payments of
principal and interest which, if timely made, would fully amortize the loan
on a simple interest basis over its term; (p) each Contract contains
customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for realization against the
collateral of the benefits of the security; (q) the description of each
Contract set forth in the list delivered to the Trustees is true and correct
and (r) there is only one original of each Contract. The Seller will also
make certain representations and warranties with respect to the Contracts in
the aggregate, including that (i) the aggregate principal amount payable by
the Obligors as of the Initial Cutoff Date (plus the Pre-Funded Amount as of
the Closing Date) equals the sum of the initial principal amount of the Notes
and the Initial Certificate Balance, and each Initial Contract has a
contractual rate of interest of at least [ ]%, (ii) all motorcycles
securing the Contracts are Harley-Davidson or Buell motorcycles, (iii)
approximately [ ]% of the aggregate Principal Balance of the Initial
Contracts is attributable to loans to purchase new Motorcycles and
approximately [ ]% of the aggregate Principal Balance of the Initial
Contracts is attributable to loans to purchase used Motorcycles, (iv) no
Initial Contract has a remaining maturity of more than [ ] months, (v)
the first payment under each Initial Contract is due on or before
[ ] and (vi) no adverse selection procedures were or
will be employed in selecting the Contracts from the Seller's portfolio.
(Transfer and Sale Agreement, Article III)

Under the Transfer and Sale Agreement, the Seller will agree that in the
event of a breach of any such representations and warranties made by the Seller
that materially and adversely affects the Trustees' interest in any Contract the
Seller will repurchase such Contract within 90 days at the Repurchase Price
unless such breach is cured. Under the Agreement, the Trust Depositor will
assign all of its right, title and interest in such representations and
warranties (including the Seller's repurchase obligations) to the Trustee.
Under the Indenture, the Trust will pledge its right, title and interest in such
representations and warranties to the Indenture Trustee. The Trust Depositor
will make no representations and warranties with respect to the Contracts. The
Seller is selling the Contracts without recourse and, accordingly, will have no
obligation with respect to the Contracts other than pursuant to such
representations, warranties and repurchase obligations. The repurchase
obligations of the Seller described above will constitute the sole remedy
against the Seller by the Trust and the Securityholders for a breach of any such
representations and warranties made by the Seller.

Pursuant to the Agreement, the Servicer will service and administer the
Contracts conveyed and assigned to the Trust and pledged to the Indenture
Trustee as more fully set forth below.

<PAGE>

THE ACCOUNTS AND ELIGIBLE INVESTMENTS

THE COLLECTION ACCOUNT. The Servicer will cause all collections made on or
in respect of the Contracts during a Due Period to be deposited in or credited
to an account (the "COLLECTION ACCOUNT") to be established by the Indenture
Trustee under the Sale and Servicing Agreement. The Servicer is required to
deposit, without deposit into any intervening account, into the Collection
Account as promptly as possible, but in any case not later than the second
Business Day following the receipt thereof, all amounts received on or in
respect of the Contracts. The Servicer is required to use its best efforts to
cause an Obligor to make all payments on the Contracts directly to one or more
Lockbox Banks, acting as agent for the Trust pursuant to a Lockbox Agreement.
Funds in the Collection Account will be invested in Eligible Investments as
described below.

"ELIGIBLE INVESTMENTS" will be specified in the Sale and Servicing
Agreement and will be limited to investments which meet the criteria of each
Rating Agency that rated any Class of Notes or the Certificates at the request
of the Trust Depositor from time to time as being consistent with their then-
current ratings of the related Securities. All income or other gain from such
investments will be promptly deposited in, and any loss resulting from such
investments shall be charged to, the Collection Account. (Sale and Servicing
Agreement, Sections 5.05 and 1.01)

THE PRE-FUNDING ACCOUNT. During the Funding Period until the earliest of
(a) the Distribution Date on which the amount on deposit in the Pre-Funding
Account is less than $[_____________], (b) the date on which an Event of
Termination occurs with respect to the Servicer under the Agreement, (c) the
date on which certain events of insolvency occur with respect to the Trust
Depositor or (d) the close of business on the date which is 90 days from and
including the Closing Date, the Pre-Funded Amount will be maintained as an
account in the name of the Indenture Trustee on behalf of the Noteholders to
secure the Trust Depositor's obligations under the Agreement to purchase and
transfer Subsequent Contracts to the Trust and the Trust's obligations under the
Indenture to pledge Subsequent Contracts to the Indenture Trustee. The
Pre-Funded Amount will initially equal $[___________] and, during the Funding
Period, will be reduced by the amount thereof that the Trust Depositor uses to
purchase Subsequent Contracts from the Seller and contemporaneously transfer to
the Trust. The Trust Depositor expects that the Pre-Funded Amount will be
reduced to less than $[__________] by the Distribution Date occurring in
[______________]. Any Pre-Funded Amount remaining at the end of the Funding
Period will be payable to the Noteholders (see "DESCRIPTION OF THE NOTES --
MANDATORY SPECIAL REDEMPTION").

THE RESERVE FUND. The Securityholders will be afforded certain limited
protection, to the extent described herein, against losses in respect of the
Contracts by the establishment of an account in the name of the Indenture
Trustee for the benefit of the Securityholders (the "RESERVE FUND").

The Reserve Fund will be created with the Reserve Fund Initial Deposit by
the Trust Depositor of $[____________] on the Closing Date. The funds in the
Reserve Fund will thereafter be supplemented on each Distribution Date by the
deposit of certain Excess Amounts and Subsequent Reserve Fund Amounts, until the
amount in the Reserve Fund reaches the Specified Reserve Fund Balance. The
Specified Reserve Fund Balance for any Distribution Date will be calculated as
described under "CERTAIN INFORMATION REGARDING THE SECURITIES -- PAYMENT
PRIORITIES OF THE NOTES AND THE CERTIFICATES; THE RESERVE FUND." On each
Distribution Date, funds will be withdrawn from the Reserve Fund, up to the
Available Amount, for distribution to Securityholders to cover any shortfalls
in interest and principal required to be paid on the Securities. The Subsequent
Reserve Fund Amount will be withdrawn from the Pre-Funding Account and deposited
in the Reserve Fund Account.

In addition to the Reserve Fund Initial Deposit, the Trust Depositor will
deposit $[_________], representing the initial Certificate Reserve Amount, into
the Reserve Fund on the Closing Date. If funds in the Reserve Fund (other than
the Certificate Reserve Amount) are applied in accordance with the preceding
paragraph and are insufficient to distribute the interest or principal due on
the Certificates, funds available from the Certificate Reserve Amount will be
withdrawn from the Reserve Fund and applied solely to distribute interest or
principal on the Certificates. The Certificate Reserve Amount will not be
available to pay interest or principal on the Notes. The Available Amount will
equal the amount of all funds on deposit in the Reserve Fund less the
undistributed balance of Certificate Reserve Amount, if any.

<PAGE>

On each Distribution Date, after giving effect to all distributions made
on such Distribution Date, any amounts in the Reserve Fund that are in excess of
the Specified Reserve Fund Balance will be distributed to the Trust Depositor.
See "CERTAIN INFORMATION REGARDING THE SECURITIES -- PAYMENT PRIORITIES OF THE
NOTES AND THE CERTIFICATES; THE RESERVE FUND."

INTEREST RESERVE ACCOUNT. The Trust Depositor will establish, and fund
with an initial deposit on the Closing Date, the Interest Reserve Account, for
the purpose of providing additional funds for payment to the Trust of Carrying
Charges to pay certain distributions on Distribution Dates occurring during (and
on the first Distribution Date following the end of) the Funding Period. In
addition to the initial deposit, all investment earnings with respect to the
Pre-Funded Account are to be deposited into the Interest Reserve Account and,
pursuant to the Agreement, the Trust Depositor is obligated to pay to the Trust,
on each Distribution Date described above, amounts in respect of Carrying
Charges from such account.

The Interest Reserve Account will be established to account for the fact
that a portion of the proceeds obtained from the sale of the Notes will be
initially deposited in the Pre-Funding Account (as the initial Pre-Funded
Amount) rather than invested in Contracts, and the monthly investment earnings
on such Pre-Funded Amount (until the Pre-Funded Amount is used to purchase
Subsequent Contracts) are expected to be less than the weighted average of the
Class A-1 Rate, the Class A-2 Rate and the Pass-Through Rate with respect to the
corresponding portion of the Class A-1 Principal Balance, Class A-2 Principal
Balance and the Certificate Balance, as well as the amount necessary to pay the
Trustees' Fees. The Interest Reserve Account is not designed to provide any
protection against losses on the Contracts in the Trust. After the Funding
Period, money in the Interest Reserve Account will be released to the Trust
Depositor.

THE DISTRIBUTION ACCOUNTS. The Indenture Trustee will establish and
maintain with itself an account, in the name of the Indenture Trustee on behalf
of the Noteholders, in which amounts released from the Collection Account for
distribution to Noteholders will be deposited and from which all distributions
to Noteholders will be made (the "NOTE DISTRIBUTION ACCOUNT"). The Owner
Trustee will establish the Certificate Distribution Account, in the name of the
Owner Trustee on behalf of the Certificateholders, in which amounts released
from the Collection Account for distribution to Certificateholders will be
deposited and from which all distributions to Certificateholders will be made
(the "CERTIFICATE DISTRIBUTION ACCOUNT" and, together with the Note Distribution
Account, the "DISTRIBUTION ACCOUNTS"). (Sale and Servicing Agreement, Section
5.05; Trust Agreement, Section 5.01).

DISTRIBUTIONS ON THE SECURITIES

GENERAL. On the fourth Business Day of each month (each such date, a
"DETERMINATION DATE"), the Servicer will determine the following: (i) the amount
of Available Monies with respect to the Distribution Date occurring in such
month; (ii) the Note Interest Distributable Amount; (iii) the Note Principal
Distributable Amount; (iv) the Certificate Interest Distributable Amount; (v)
the Certificate Principal Distributable Amount; (vi) the Servicing Fee; and
(vii) the Trustees' Fees.

DEPOSITS TO THE DISTRIBUTION ACCOUNT; PRIORITY OF PAYMENTS. On each
Distribution Date, the Servicer will allocate amounts on deposit in the
Collection Account as described below and will instruct the Indenture Trustee to
make the following deposits and distributions in the following amounts and order
of priority:

(i) to the Mandatory Special Redemption Subaccount in the Note
Distribution Account to the Class A-1 Noteholders and Class A-2 Noteholders, the
amount of any Mandatory Special Redemption, pro rata, calculated on the then
current principal balance of the Class A-1 and Class A-2 Notes with the amounts
derived from draws on the Pre-Funding Account (which amounts are available for
payment of such Mandatory Special Redemptions and not for any other purpose);
PROVIDED, HOWEVER, in the event the Mandatory Special Redemption Amount is less
than $[________] such amount shall be allocated solely to the Class A-1
Noteholders;

(ii) to the Servicer from Available Monies, reimbursement to the
Servicer for Advances previously made;

<PAGE>

(iii) to the Servicer from Available Monies, the Servicing Fee,
including any unpaid Servicing Fee with respect to one or more prior Due
Periods;

(iv) to the Indenture Trustee and the Owner Trustee from Available
Monies, any accrued and unpaid Indenture Trustee's Fees and Owner Trustee's
Fees, respectively, with respect to one or more period Due Periods;

(v) to the Note Distribution Account from Available Monies, the Note
Interest Distributable Amount to the holders of the Notes at their respective
Interest Rates;

(vi) to the Note Distribution Account from Available Monies, the Note
Principal Distributable Amount to the holders of the Class A-1 Notes until
the principal amount of the Class A-1 Notes has been reduced to zero, and
second to the holders of the Class A-2 Notes until the principal amount of
the Class A-2 Notes has been reduced to zero;

(vii) to the Certificate Distribution Account from Available
Interest, the Certificate Interest Distributable Amount to the holders of
the Certificates; provided, however, in the event Available Interest is
insufficient to make such payment, from such other monies as may be
available to the Trust;

(viii) to the Certificate Distribution Account from Available
Principal, the Certificate Principal Distributable Amount to the holders of
the Certificates; provided, however, in the event Available Principal is
insufficient to make such payment, from such monies as may be available to
the Trust; and

(ix) in the event that the distributions described in clauses (i)
through (viii) above have been funded exclusively from Available Monies,
any remaining Available Monies ("EXCESS AMOUNTS") will be deposited into
the Reserve Fund, until the amount on deposit therein equals the Specified
Reserve Fund Balance, with any excess being distributed to the Trust
Depositor.

If the Notes are accelerated following an Event of Default, amounts
collected following the sale or liquidation of the property of the Trust will be
distributed in the priority described above. See "THE NOTES -- EVENTS OF
DEFAULT."

For the purposes hereof, the following terms will have the following
meanings:

"AGGREGATE PRINCIPAL BALANCE" will equal the sum of the Principal Balances
of each outstanding Contract. At the time of initial issuance of the
Securities, the initial aggregate principal amount of the Securities will equal
the Aggregate Principal Balance plus the initial Pre-Funded Amount.

"AGGREGATE PRINCIPAL BALANCE DECLINE" means, with respect to any
Distribution Date, the amount by which the Aggregate Principal Balance as of the
Distribution Date immediately preceding such Distribution Date (or as of the
Cutoff Date in the case of the first Distribution Date) exceeds the Aggregate
Principal Balance as of such Distribution Date.

"AVAILABLE INTEREST" means, with respect to any Distribution Date, the
total (without duplication) of the following amounts received by the Servicer on
or in respect of the Contracts during the related Due Period: (i) all amounts
received in respect of interest on the Contracts (as well as Late Payment
Penalty Fees and Extension Fees), (ii) the interest component of all Net
Liquidation Proceeds, (iii) the interest component of the aggregate of the
Repurchase Prices for Contracts repurchased by the Seller pursuant to a breach
of representation or warranty, (iv) all Advances made by the Servicer, (v) the
interest component of all amounts paid by the Trust Depositor in connection with
an Optional Purchase, (vi) all amounts received in respect of Carrying Charges
transferred from the Interest Reserve Account and (vii) all amounts received in
respect of interest, dividends, gains, income and earnings on investment of
funds in the Trust Accounts (which does not include the Interest Reserve
Account).

"AVAILABLE MONIES" means, Available Interest and Available Principal.

<PAGE>

"AVAILABLE PRINCIPAL" means, with respect to any Distribution Date, the
total (without duplication) of the following amounts received by the Servicer
on or in respect of the Contracts during the related Due Period: (i) all
amounts received in respect of principal on the Contracts, (ii) the principal
component of all Net Liquidation Proceeds, (iii) the principal component of
the aggregate of the Repurchase Prices for Contracts repurchased by the
Seller pursuant to a breach of a representation or warranty, and (iv) the
principal component of all amounts paid by the Trust Depositor in connection
with an Optional Purchase of the Contracts.

"CERTIFICATE DISTRIBUTABLE AMOUNT" will mean, with respect to any
Distribution Date, the sum of the Certificate Principal Distributable Amount
and the Certificate Interest Distributable Amount for such Distribution Date.

"CERTIFICATE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Monthly Interest Distributable
Amount for such Distribution Date and the Certificate Interest Carryover
Shortfall for such Distribution Date.

"CERTIFICATE INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess of the sum of the Certificate Monthly Interest
Distributable Amount for the immediately preceding Distribution Date and any
outstanding Certificate Interest Carryover Shortfall on such preceding
Distribution Date, over the amount in respect of interest on the Certificates
that is actually deposited in the Certificate Distribution Account on such
preceding Distribution Date, plus interest on such excess, to the extent
permitted by law, at the Pass-Through Rate for the related Interest Period

"CERTIFICATE MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect
to any Distribution Date, 30 days of interest (or in the case of the first
Distribution Date, interest accrued from and including the Closing Date to
but excluding such Distribution Date) at the Pass-Through Rate on the
outstanding principal amount of the Certificates on the immediately preceding
Distribution Date, after giving effect to all payments of principal to the
Certificateholders on such preceding Distribution Date (or, in the case of
the first Distribution Date, on the original principal amount of the
Certificates).

"CERTIFICATE MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect
to any Distribution Date, the Certificate Percentage of the Principal
Distributable Amount for such Distribution Date.

"CERTIFICATE PERCENTAGE" means (i) for each Distribution Date to but
excluding the Distribution Date on which the principal amount of the Class
A-2 Notes is reduced to zero, 0%, (ii) on the Distribution Date on which the
principal amount of the Class A-2 Notes is reduced to zero, 0% until the
principal amount of the Class A-2 Notes has been reduced to zero and (iii)
100% thereafter.

"CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of
any Distribution Date, the excess of the sum of the Certificate Monthly
Principal Distributable Amount and any outstanding Certificate Principal
Carryover Shortfall from the immediately preceding Distribution Date, over
the amount in respect of principal that is actually deposited in the
Certificate Distribution Account on such Distribution Date.

"CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Monthly Principal Distributable
Amount and (ii) any outstanding Certificate Principal Carryover Shortfall as
of the close of the immediately preceding Distribution Date; PROVIDED,
HOWEVER, that the Certificate Principal Distributable Amount shall not exceed
the Certificate Balance. In addition, on the Certificate Final Distribution
Date, the principal required to be deposited into the Certificate
Distribution Account will include the amount necessary to reduce the
Certificate Balance to zero.

"DUE PERIOD" means, a calendar month during the term of the Agreement,
and the Due Period related to a Determination Date or Distribution Date shall
be the calendar month immediately preceding such date; PROVIDED, HOWEVER,
that with respect to the Initial Determination Date or Initial Distribution
Date, the Due Period shall be the period from the Initial Cutoff Date to and
including [__________], 199[__].

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<PAGE>

"INTEREST PERIOD" means, with respect to any Distribution Date, the
period from and including the fifteenth day of the month of the Distribution
Date immediately preceding such Distribution Date (or, in the case of the
first Distribution Date, the Closing Date) to but excluding the fifteenth day
of the month of such Distribution Date.

"NOTE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Note Principal Distributable Amount and the Note
Interest Distributable Amount for such Distribution Date.

"NOTE INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date and a Class of Notes, the excess, if any, of the sum of the
Note Interest Distributable Amount for such Class for the immediately
preceding Distribution Date plus any outstanding Note Interest Carryover
Shortfall for such Class on such preceding Distribution Date, over the amount
in respect of interest that is actually deposited in the Note Distribution
Account with respect to such Class on such preceding Distribution Date, plus,
to the extent permitted by applicable law, interest on the amount of interest
due but not paid to the Noteholders of such Class on such preceding
Distribution Date at the related Interest Rate for the related Interest
Period.

"NOTE INTEREST DISTRIBUTABLE AMOUNT" will mean, with respect to any
Distribution Date and a Class of Notes, the sum of the Note Monthly Interest
Distributable Amount and the Note Interest Carryover Shortfall for such Class
of Notes for such Distribution Date.

"NOTE MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, interest accrued from and including the fifteenth day of
the month of the preceding calendar month to, but excluding, the fifteenth
day of the calendar month in which such Distribution Date occurs (or in the
case of the first Distribution Date, interest accrued from and including the
Closing Date to but excluding such Distribution Date) at the related Interest
Rate for each Class of Notes on the outstanding principal amount of the Notes
of such Class on the immediately preceding Distribution Date, after giving
effect to all payments of principal to Noteholders of such Class on or prior
to such Distribution Date (or, in the case of the first Distribution Date, on
the original principal amount of such Class of Notes).

"NOTE MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the Note Percentage of the Principal Distributable Amount
for such Distribution Date.

"NOTE PERCENTAGE" means (i) for each Distribution Date to but excluding
the Distribution Date on which the principal amount of the Class A-2 Notes is
reduced to zero, 100%; (ii) on the Distribution Date on which the principal
amount of the Class A-2 Notes is reduced to zero, 100%until the principal
amount of the Class A-2 Notes has been reduced to zero and (iii) 0.0%
thereafter.

"NOTE PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of any
Distribution Date, the excess of the sum of the Note Monthly Principal
Distributable Amount and any outstanding Note Principal Carryover Shortfall
from the immediately preceding Distribution Date over the amount in respect
of principal that is actually deposited in the Note Distribution Account on
such Distribution Date.

"NOTE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Note Monthly Principal Distributable Amount
for such Distribution Date and any outstanding Note Principal Carryover
Shortfall for the immediately preceding Distribution Date; PROVIDED, HOWEVER,
that the Note Principal Distributable Amount for a Class of Notes shall not
exceed the outstanding principal amount of such Class of Notes.
Notwithstanding the foregoing, the Note Principal Distributable Amount (i) on
the Class A-1 Final Distribution Date shall not be less than the amount that
is necessary (after giving effect to other amounts to be deposited in the
Note Distribution Account on such Distribution Date and allocable to
principal) to reduce the outstanding principal amount of the Class A-1 Notes
to zero, and (ii) on the Class A-2 Final Distribution Date shall not be less
than the amount that is necessary (after giving effect to other amounts to be
deposited in the Note Distribution Account on such Distribution Date and
allocable to principal) to reduce the Outstanding Principal Amount of the
Class A-2 Notes to zero.

"PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the Aggregate Principal Balance Decline for such Distribution date.

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<PAGE>

"PRINCIPAL BALANCE" means, (a) with respect to any Contract as of any
date, an amount equal to the unpaid principal balance of such Contract as of
the opening of business on the Initial Cutoff Date or related Subsequent
Cutoff Date, as applicable, reduced by the sum of (x) all payments received
by the Servicer as of such date allocable to principal and (y) any Cram Down
Loss in respect of such Contract; PROVIDED, HOWEVER, that (i) if (x) a
Contract is repurchased by the Seller because of a breach of representation
or warranty, or if (y) the Trust Depositor gives notice of its intent to
purchase the Contracts in connection with an optional termination of the
Trust, in each case the Principal Balance of such Contract or Contracts shall
be deemed as of the related Determination Date to be zero for the Due Period
in which such event occurs and for each Due Period thereafter, (ii) from and
after the third Due Period succeeding the final Due Period in which the
Obligor is required to make the final scheduled payment on a Contract, the
Principal Balance, if any, of such Contract shall be deemed to be zero, and
(iii) from and after the Due Period in which a Contract becomes a Liquidated
Contract, the Principal Balance of such Contract shall be deemed to be zero;
and (b) where the context requires, the aggregate of the Principal Balances
described in clause (a) for all such Contracts.

PAYMENT PRIORITIES OF THE NOTES AND THE CERTIFICATES; THE RESERVE FUND

GENERAL. The rights of the Securityholders to receive distributions
with respect to the Contracts will be subordinated to the rights of the
Servicer (to the extent that the Servicer has not been reimbursed for any
outstanding Advances and has not been paid all Servicing Fees) and the
Trustees and certain other entities (to the extent the Trustees and such
other entities have not received all Trust Fees and Expenses payable to
them). In addition, the rights of the Securityholders to receive
distributions with respect to the Contracts will be subject to the priorities
set forth under "-- DISTRIBUTIONS ON THE SECURITIES -- DEPOSITS TO THE
DISTRIBUTION ACCOUNTS; PRIORITY OF PAYMENT." Such priorities and
subordination are intended to enhance the likelihood of timely receipt by the
Noteholders of the full amount of interest and principal required to be paid
to them, and to afford such Noteholders limited protection against losses in
respect of the Contracts.

In the event of delinquencies or losses on the Contracts, the foregoing
protection will be effected both by the preferential right of the Noteholders
to receive, to the extent described herein, current distributions with
respect to the Contracts and by the establishment of the Reserve Fund. The
Reserve Fund will be an account in the name of the Indenture Trustee on
behalf of the Securityholders. The Reserve Fund will be created with an
initial deposit by the Trust on behalf of the Trust Depositor on the Closing
Date of an amount equal to the Reserve Fund Initial Deposit. The Reserve
Fund will thereafter be funded by the deposit therein of all Excess Amounts
and Subsequent Reserve Fund Amounts, if any, in respect of each Distribution
Date until the amount on deposit in the Reserve Fund is equal to the
Specified Reserve Fund Balance.

If the amount on deposit in the Reserve Fund on any Distribution Date
(after giving effect to all deposits thereto or withdrawals therefrom on such
Distribution Date) is greater than the Specified Reserve Fund Balance, the
Indenture Trustee will distribute any excess to the Trust Depositor. Upon
any such distributions to the Trust Depositor, the Securityholders will have
no further rights in, or claims to, such amounts. (Agreement, Sections 7.05
and 7.06).

CALCULATION OF SPECIFIED RESERVE FUND BALANCE. The Reserve Fund will
be created with an initial deposit by the Trust on behalf of the Trust
Depositor of the sum of (i) an amount equal to $[_________] and (ii) the
Certificate Reserve Amount of $[_________], in the Trust and will thereafter
be funded on each Distribution Date by the deposit therein of certain monies
pursuant to the Agreement, until the monies in the Reserve Fund reach an
amount equal to the Specified Reserve Fund Balance (as hereinafter defined).
Thereafter, on each Distribution Date on which amounts held in the Reserve
Fund (after giving effect to any required withdrawals therefrom on such date)
exceed the Specified Reserve Fund Balance such amounts shall be released to
the Trust Depositor.

The "SPECIFIED RESERVE FUND BALANCE" with respect to any Distribution
Date will be an amount equal to the sum of (i) [ ]% of the Principal
Balance of the Contracts in the Trust as of the first day of the immediately
preceding Due Period and (ii) $[_______]; PROVIDED, HOWEVER, in the event a
Reserve Fund Trigger Event occurs with respect to a Distribution Date and has
not terminated for three consecutive Distribution Dates (inclusive of the
respective Distribution Date), the Specified Reserve Fund Balance shall be
equal to the sum of (i) [ ]% of the Principal Balance of the Contracts in
the Trust as of the first day of the immediately preceding Due Period and
(ii) $[_______]. Notwithstanding the

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<PAGE>

foregoing, in no event shall the Specified Reserve Fund Balance be less than
the sum of (i) [ ]% of the aggregate of the Initial Class A-1 Note
Balance, Initial Class A-2 Note Balance and the Initial Certificate Balance
and (ii) $[________]. As of any Distribution Date, the amount of funds
actually on deposit in the Reserve Fund may, in certain circumstances, be
less than the Specified Reserve Fund Balance.

A "RESERVE FUND TRIGGER EVENT" will have been deemed to occur with
respect to any Distribution Date if (i) the Average Delinquency Ratio (as
defined herein) for such Distribution Date is equal to or greater than
[ ]%; (ii) the Average Loss Ratio for such Distribution Date is equal to
or greater than [ ]%; (iii) the Cumulative Loss Ratio (as defined herein)
for such Distribution Date is equal to or greater than (a) [ ]% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing Date,
(b) [ ]% with respect to any Distribution Date which occurs within the
period from the day after the first anniversary of the Closing Date to, and
inclusive of, the second anniversary of the Closing Date, or (c) [ ]%
for any Distribution Date following the second anniversary of the Closing
Date or (iv) the Average Default Ratio (as defined herein) for such
Distribution Date is equal to or greater than [ ]%.

The "AVERAGE DELINQUENCY RATIO" for any Distribution Date is equal to
the arithmetic average of the Delinquency Ratios for the Distribution Date
and the two immediately preceding Distribution Dates and the "DELINQUENCY
RATIO" for any Distribution Date is equal to the fraction (expressed as a
percentage) derived by dividing (a) the Delinquency Amount during the
immediately preceding Due Period multiplied by twelve by (b) the Principal
Balance of the Contracts as of the beginning of the related Due Period. The
"DELINQUENCY AMOUNT" as of any Distribution Date means the Principal Balance
of all Contracts that were delinquent 60 days or more as of the end of the
related Due Period (including Contracts in respect of which the related
Motorcycles have been repossessed and are still inventory). The "AVERAGE
LOSS RATIO" for any Distribution Date is equal to the arithmetic average of
the Loss Ratios for such Distribution Date and the two immediately preceding
Distribution Dates and the Loss Ratio for any Distribution Date is equal to
the fraction (expressed as a percentage) derived by dividing (x) the Net
Liquidation Losses for all Contracts that became Liquidated Contracts during
the immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning of the
related Due Period. "NET LIQUIDATION LOSSES" means, with respect to a
Liquidated Contract, the amount, if any, by which (a) the outstanding
Principal Balance of such Liquidated Contract plus accrued and unpaid
interest thereon at the Contract Rate to the date on which such Liquidated
Contract became a Liquidated Contract exceeds (b) the Net Liquidation
Proceeds for such Liquidated Contract. "NET LIQUIDATION PROCEEDS" means, as
to any Liquidated Contract, the proceeds realized on the sale or other
disposition of the related Motorcycle, including proceeds realized on the
repurchase of such Motorcycle by the originating dealer for breach of
warranties, and the proceeds of any insurance relating to such Motorcycle,
after payment of all expenses incurred thereby, together, in all instances,
with the expected or actual proceeds of any recourse rights relating to such
Contract as well as any post disposition proceeds received by the Servicer.
"LIQUIDATED CONTRACT" means any defaulted Contract as to which the Servicer
has determined that all amounts which it expects to recover from or on
account of such Contract have been recovered; provided that any defaulted
Contract in respect of which the related Motorcycle has been realized upon
and disposed of and the proceeds of such disposition have been realized shall
be deemed to be a Liquidated Contract; and provided further, a Contract which
has been repossessed and has not been sold by the Servicer for a period in
excess of 90 days from such date of repossession or a Contract which has been
delinquent more than 150 days shall be deemed to be a Liquidated Contract
with a zero balance. The "CUMULATIVE LOSS RATIO" for any Distribution Date
means the fraction (expressed as a percentage) computed by the Servicer by
dividing (a) the aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Period by (b) the sum of (i)
the Principal Balance of the Contracts as of the Cutoff Date plus (B) the
Principal Balance of any Subsequent Contracts as of the related Subsequent
Cutoff Date. The "AVERAGE DEFAULT RATIO" for any Distribution Date is equal
to the arithmetic average of the Default Ratio for such Distribution Date and
the two immediately preceding Distribution Dates and the Default Ratio for
any Distribution Date is equal to the fraction (expressed as a percentage)
derived by dividing (x) the Principal Balance for all Contracts that become
Defaulted Contracts during the immediately preceding Due Period multiplied by
twelve by (y) the outstanding Principal Balances of all Contracts as of the
beginning of the related Due Period. A "DEFAULTED CONTRACT" means a Contract
with respect to which there has occurred one or more of the following: (i)
all or some portion of any payment under the Contract is 120 days or more
delinquent, (ii) repossession (and expiration of any redemption period) of a
Motorcycle securing a Contract, or (iii) the Servicer has determined in good
faith that an Obligor is not likely to resume payment under a Contract. A
Trigger Event will be deemed to have terminated with respect to

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a Distribution Date if no Trigger Event shall exist with respect to three
consecutive Distribution Dates (inclusive of the respective Distribution
Date).

Amounts held from time to time in the Reserve Fund will continue to be
held for the benefit of the Noteholders and the Certificateholders. Funds on
deposit in the Reserve Fund may be invested in Reserve Fund Permitted
Investments. Investment income on monies on deposit in the Reserve Fund will
not be available for distribution to Noteholders and the Certificateholders
after the Specified Reserve Fund Balance has been met. Any loss on such
investments will be charged to the Reserve Fund.

"AVAILABLE AMOUNT" means, with respect to any Distribution Date, the
amount of funds on deposit in the Reserve Fund on such Distribution Date less
the Certificate Interest Reserve Amount with respect to such Distribution
Date, in each case, before giving effect to any reduction thereto on such
Distribution Date.

"CERTIFICATE RESERVE AMOUNT" means $[_______], as such amount may be
reduced or restored from time to time pursuant to the Agreement.

If on any Distribution Date the Certificate Principal Balance equals
zero and amounts on deposit in the Reserve Fund have been depleted as a
result of losses in respect of the Contracts, the protection afforded to the
Noteholders by the subordination of the Certificates and by the Reserve Fund
will be exhausted and the Noteholders will bear directly the risks associated
with ownership of the Contracts.

None of the Securityholders, the Indenture Trustee, the Owner Trustee,
the Seller nor the Trust Depositor will be required to refund any amounts
properly distributed or paid to them, whether or not there are sufficient
funds on any subsequent Distribution Date to make full distributions to the
Securityholders.

The Servicer may, from time to time after the date of this Prospectus
Supplement request each Rating Agency that rated any of the Securities to, at
the request of the Trust Depositor, approve a formula for determining the
Specified Reserve Fund Balance that is different from the formula described
above and would result in a decrease in the amount of the Specified Reserve
Fund Balance or the Certificate Reserve Amount or the manner by which the
Reserve Fund is funded. If each Rating Agency delivers a letter to the
Indenture Trustee and the Owner Trustee to the effect that the use of any
such new formulation will not in and of itself result in a qualification,
reduction or withdrawal of its then-current rating of any Class of Securities
then the Specified Reserve Fund Balance will be determined in accordance with
such new formula. The Agreement will accordingly be amended to reflect such
new calculation without the consent of any Securityholder.

WITHDRAWALS FROM THE RESERVE FUND

Amounts held from time to time in the Reserve Fund will continue to be
held for the benefit of the Noteholders and the Certificateholders. On each
Distribution Date, funds will be withdrawn from the Reserve Fund to the
extent that the amount on deposit in the Note Distribution Account with
respect to any Distribution Date is less than the Note Distributable Amount
and will be deposited in the Note Distribution Account. In addition, after
giving effect to such withdrawal, funds will be withdrawn from the Reserve
Fund to the extent that the amount on deposit in the Certificate Distribution
Account is less than the Certificate Distributable Amount and will be
deposited in the Certificate Distribution Account. See "PAYMENTS FROM THE
RESERVE FUND."

PAYMENTS FROM THE RESERVE FUND

On each Distribution Date on which the Note Distributable Amount exceeds
the amount then on deposit in the Note Distribution Account, the Noteholders
will be entitled to receive such deficiency (including amounts necessary to
reduce the outstanding principal balance of a given Class of Notes to zero on
the related Note Final Distribution Date), from amounts on deposit in the
Reserve Fund. Subject to the Noteholders' priority on each Distribution Date
on which the Certificate Distributable Amount exceeds the amount then on
deposit in the Certificate Distribution Account, the Certificateholders will
be entitled to receive such deficiency (including amounts necessary to reduce
the balance of the

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Certificates to zero on the Certificate Final Distribution Date), from
amounts on deposit in the Reserve Fund. (Sale and Servicing Agreement,
Section 7.05 and Section 7.06).

STATEMENTS TO SECURITYHOLDERS

On or prior to each Distribution Date, the Servicer will prepare and
provide to the Indenture Trustee a statement to be delivered to each
Noteholder and to the Owner Trustee a statement to be delivered to each
Certificateholder on such Distribution Date (the "DISTRIBUTION DATE
STATEMENT"), setting forth with respect to the related Distribution Date or
Due Period, as applicable, among other things, the following information:

(i) the amount of the Certificateholder's distribution allocable to
principal, and the amount of the Noteholder's principal distribution;

(ii) the amount of the Certificateholder's distribution allocable to
interest and the amount of the Noteholder's interest distribution;

(iii) the amount of fees payable out of the Trust, separately
identifying the Monthly Servicing Fee, and the Trustees' Fees;

(iv) the amount of any Note Interest Carryover Shortfall, Note
Principal Carryover Shortfall, Certificate Interest Carryover Shortfall and
Certificate Principal Carryover Shortfall on such Distribution Date and the
change in such amounts from those with respect to the immediately preceding
Distribution Date;

(v) the Note Pool Factor for each Class of Notes and the
Certificate Pool Factor, in each case as of such Distribution Date;

(vi) the amount of the distributions described in (i) or (ii) above
payable pursuant to a claim on the Reserve Fund or from any other source
not constituting Available Monies and the amount remaining in the Reserve
Fund after giving effect to all deposits and withdrawals from the Reserve
Fund on such date;

(vii) the amount of any Mandatory Special Redemption to be made on
such Distribution Date;

(viii) for each Distribution Date during the Funding Period, the
remaining Pre-Funded Amount;

(ix) for each Distribution Date during the Funding Period to and
including the Distribution Date immediately following the end of the
Funding Period, the Principal Balance and number of Subsequent Contracts
conveyed to the Trust during the related Due Period;

(x) the remaining Principal Balance after giving effect to the
distribution of principal (and Mandatory Special Redemption, if any) to
each class of Notes and the Certificates to be made on such Distribution
Date;

(xi) the number and aggregate principal balance of Contracts
delinquent, 31-59 days, 60-89 days and 90 or more days, computed as of the
end of the related Due Period;

(xii) the number and aggregate Principal Balance of Contracts that
became Liquidated Contracts during the immediately preceding Due Period,
the amount of liquidation proceeds for such Due Period, the amount of
liquidation expenses being deducted from liquidation proceeds for such Due
Period, the Net Liquidation Proceeds and the Net Liquidation Losses for
such Due Period;

(xiii) the Loss Ratio, the Average Loss Ratio, the Cumulative Loss
Ratio, the Delinquency Ratio, the Average Delinquency Ratio, the Default
Ratio and the Average Default Ratio as of such Distribution Date;

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(xiv) the number of Contracts and the aggregate Principal Balance of
such Contracts, as of the first day of the Due Period relating to such
Distribution Date (after giving effect to payments received during such Due
Period and to any transfers of Subsequent Contract to the Trust occurring
on or prior to such Distribution Date);

(xv) the aggregate Principal Balance and number of Contracts that
were repurchased by the Seller pursuant to the Agreement with respect to
the related Due Period, identifying such Contracts and the Repurchase
Price for such Contracts; and

(xvi) such other customary factual information as is available to the
Servicer as the Servicer deems necessary and can reasonably obtain from its
existing data base to enable Noteholders and Certificateholders to prepare
their tax returns.

Each amount set forth pursuant to subclauses (i), (ii), (iii) and (iv)
above will be expressed in the aggregate and as a dollar amount per $1,000 of
original principal amount of a Note or the Initial Certificate Balance of a
Certificate, as the case may be. In addition, within the prescribed period
of time for tax reporting purposes after the end of each calendar year during
the term of the Sale and Servicing Agreement, the Indenture Trustee and the
Owner Trustee will mail to each person who at any time during such calendar
year shall have been a Noteholder or a Certificateholder, as the case may be,
a statement containing the sum of the amounts described in clauses (i), (ii),
(iii) and (iv) above for the purposes of such holder's preparation of federal
income tax returns. See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES." (Sale
and Servicing Agreement, Section 9.06)

VOTING INTERESTS

The "VOTING INTERESTS" of the (i) Notes of a Class or Classes will be
allocated among the Noteholders or related Note Owners, as the case may be,
in accordance with the unpaid principal amount of the Notes of such Class or
Classes represented thereby and (ii) Certificates will be allocated among the
Certificateholders or related Certificate Owners, as the case may be, in
accordance with the Certificate Balance represented thereby; except that in
certain circumstances any Securities held by the Trust Depositor or the
Seller, or any of their respective affiliates shall be excluded from such
determination.

AMENDMENT

AMENDMENT OF THE SALE AND SERVICING AGREEMENT. The Sale and Servicing
Agreement may be amended, without the consent of the Noteholders or the
Certificateholders, to cure any ambiguity, correct or supplement any
provision therein which may be inconsistent with any other provision therein,
to add any other provisions with respect to matters or questions arising
under such agreement which are not inconsistent with the provisions thereof,
to add or provide for any credit enhancement for any Class of Securities or
to permit certain changes with respect to the amount required to be
maintained on deposit in the Reserve Fund; provided, that any such action
will not, in the opinion of counsel satisfactory to the related Trustee,
materially and adversely affect the interests of any such Securityholder, and
provided further, that in the case of a change with respect to the amount
required to be maintained on deposit in or pursuant to the Reserve Fund, the
Trustee receives a letter from S&P to the effect that its then-current rating
on each Class of Securities will not be qualified, reduced or withdrawn due
to such amendment and the Servicer shall provide the Rating Agencies notice
of such amendment. (Sale and Servicing Agreement, Section 11.01)

The Sale and Servicing Agreement may also be amended from time to time
with the consent or the holders of Notes and Certificates evidencing not less
than 66 2/3% of the respective voting interests thereof, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of such agreement or of modifying in any manner the rights of the
related Securityholders of each Class; provided, that no such amendment may
(i) except as described above, increase or reduce in any manner the amount of
or accelerate or delay the timing of collections of payments on or in respect
of the Contracts, required distributions on the Notes or the Certificates, or
the Specified Reserve Fund Balance or the manner in which the Reserve Fund is
funded, or (ii) reduce the aforesaid percentage of the voting interests of
which the holders of any Class of Securities are required to consent to any
such amendment, without the consent of the holders of all of the relevant
Class of Securities. (Sale and Servicing Agreement, Section 11.01)

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AMENDMENT OF THE TRUST AGREEMENT. The Trust Agreement may be amended
without the consent of the Securityholders, to cure any ambiguity, correct or
supplement any provision therein which may be inconsistent with any other
provision therein, or to add any other provisions with respect to matters or
questions arising under such agreement which are not inconsistent with the
provisions thereof; provided, that any such action will not, in the opinion
of counsel satisfactory to the related Trustee materially and adversely
affect the interests of any such Noteholder or Certificateholder. (Trust
Agreement, Section 11.01)

The Trust Agreement may also be amended from time to time with the
consent of the Securityholders evidencing not less than 66 2/3% of the
respective voting interests thereof, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of such
agreement or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, that no such amendment may increase or reduce
in any manner the amount of or accelerate or delay the timing of (i)
collections of payments on or in respect of the Contracts or required
distributions on the Notes or the Certificates or any Interest Rate or the
Pass-Through Rate or (ii) reduce the aforesaid percentage of the voting
interests of which the holders of any Class of Securities are required to
consent to any such amendment, without the consent of the holders of all of
the relevant Class of Securities. (Trust Agreement, Section 11.01)

AMENDMENT OF THE INDENTURE. The Trust and the Indenture Trustee (on
behalf of such Trust) may, without consent of the Noteholders, enter into
one or more supplemental indentures for any of the following purposes: (i) to
correct or amplify the description of the property subject to the lien of the
Indenture or to subject additional property to the lien of the Indenture;
(ii) to provide for the assumption of the Notes and the Indenture obligations
by a permitted successor to the Trust; (iii) to add additional covenants for
the benefit of the related Noteholders, or to surrender any rights or powers
conferred upon the Trust; (iv) to convey, transfer, assign, mortgage or
pledge any property to the Indenture Trustee; (v) to cure any ambiguity or
correct or supplement any provision in the Indenture or in any supplemental
indenture which may be inconsistent with any other provision in the
Indenture, any supplemental indenture, the Sale and Servicing Agreement or
certain other agreements; provided, that any action specified in clause (v)
shall not adversely affect the interests of any Noteholder; (vi) to provide
for the acceptance of the appointment of a successor Indenture Trustee or to
add to or change any of the provisions of the Indenture as shall be necessary
and permitted to facilitate the administration by more than one trustee;
(vii) to modify, eliminate or add to the provisions of the Indenture in order
to comply with the Trust Indenture Act of 1939, as amended; and (viii) to add
any provisions to, change in any manner, or eliminate any of the provisions
of, the Indenture or modify in any manner the rights of Noteholders under
such Indenture; provided that any action specified in clause (viii) shall
not, as evidenced by an opinion of counsel, adversely affect in any material
respect the interests of any Noteholder unless such Noteholder's consent is
otherwise obtained as described below. (Indenture, Section 9.01)

Without the consent of the holder of each outstanding Note affected
thereby, no supplemental indenture may: (i) change the due date of any
installment of principal of or interest on any Note or reduce the principal
amount thereof, the Interest Rate thereon (or the method by which such
interest or principal is calculated) or the redemption price with respect
thereto or change any place of payment where or the coin or currency in which
any such Note or any interest thereon is payable; (ii) impair the right to
institute suit for the enforcement of the provisions of the Indenture
regarding payment; (iii) reduce the percentage of the voting interests of the
Notes, the consent of the holders of which is required for any such
supplemental indenture or the consent of the holders of which is required for
any waiver of compliance with certain provisions of the Indenture or of
certain defaults thereunder and their consequences as provided for in the
Indenture; (iv) modify or alter the provisions of the Indenture regarding the
voting of Notes held by the Trust, any other obligor on such Notes, the Trust
Depositor, or any of their respective affiliates; (v) reduce the percentage
of the voting interests of the Notes, the consent of the holders of which is
required to direct the Indenture Trustee to sell or liquidate the property of
the Trust if the proceeds of such sale or liquidation would be insufficient
to pay the principal amount and accrued but unpaid interest on the
outstanding Notes; (vi) decrease the percentage of the aggregate of such
Notes required to amend the provisions of the Indenture which specify the
applicable percentage of voting interests of the Notes necessary to amend
such Indenture or certain other related agreements; or (vii) permit the
creation of any lien ranking prior to or on a parity with the lien of the
Indenture with respect to any of the collateral for the Notes or, except as
otherwise permitted or contemplated in the Indenture, terminate the lien of
such Indenture on any such collateral or deprive the holder of any such Note
of the security afforded by the lien of such Indenture. (Indenture, Section
9.02)

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LIST OF SECURITYHOLDERS

Upon the written request of the Servicer, the Owner Trustee will provide
to the Servicer within 15 days after receipt of such request, a list of the
names and addresses of all Certificateholders. In addition, three or more
holders of Certificates or holders of Certificates evidencing not less than
25% of the voting interests of the Certificates, upon compliance by such
Certificateholders with certain provisions of the Trust Agreement, may
request that the Owner Trustee afford such Certificateholders access during
business hours to the current list of Certificateholders of purposes of
communicating with other Certificateholders with respect to their rights
under the Trust Agreement. (Trust Agreement, Section 3.07)

Three or more holders of Notes may, by written request to the Indenture
Trustee, obtain access to the list of all Noteholders maintained by such
Indenture Trustee for the purpose of communicating with the other Noteholders
with respect to their rights under the Indenture or under the Notes. The
Indenture Trustee may elect not to afford the requesting Noteholders access
to the list of Noteholders if it agrees to mail the desired communication or
proxy, on behalf of and at the expense of the requesting Noteholders, to all
Noteholders. (Indenture, Section 7.02)

Neither the Trust Agreement nor the Indenture will provide for the
holding of any annual or other meetings of Securityholders.

TRUST; INSOLVENCY EVENT

The Trust Agreement will provide that, in the event that Trust Depositor
becomes bankrupt, insolvent, withdraws or is expelled from the Trust or is
terminated or dissolved, the Trust will terminate in 90 days and thereafter
effect redemption of the Notes (if any) and prepayment of the Certificates
following the winding-up of the affairs of the Trust. (Trust Agreement,
Section 9.02)

The Trust Agreement will provide that the Owner Trustee, each
Certificateholder, the Indenture Trustee and each Noteholder shall agree that
they will not at any time institute, or join in any institution against, the
Trust or the Trust Depositor, any bankruptcy proceedings relating to the
Certificates, the Notes, the Trust Agreement, the Indenture or certain other
agreements. (Trust Agreement, Section 11.08)

TERMINATION

The obligations of the Servicer, the Trust Depositor, the Owner Trustee
and Indenture Trustee with respect to the related Securityholders pursuant to
the Trust Agreement, Sale and Servicing Agreement or Indenture will terminate
upon the earliest to occur of (i) the maturity or other liquidation of the
last Contract and the disposition of any amounts received upon liquidation of
any property remaining in the Trust, or (ii) the payment to Securityholders
of all amounts required to be paid to them pursuant to the Indenture and the
Trust Agreement; PROVIDED, HOWEVER, in no event shall the Trust continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the Closing Date. The Seller's
representations, warranties and indemnities will survive any termination of
the Agreement. (Trust Agreement, Section 9.01) Upon termination, amounts in
the Collection Account, if any, will be paid to the Trust Depositor.

The Owner Trustee and Indenture Trustee will give written notice of
termination to each Securityholder of record. The final distribution to each
Securityholder will be made only upon surrender and cancellation of such
holder's Securities at the office or agency of the related Trustee specified
in the notice of termination. Any funds remaining in the Trust, after such
Trustee has taken certain measures to locate a Securityholder and such
measures have failed, will be distributed to a charity designated by the
Servicer.

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PAYMENT IN FULL OF NOTES

Upon the payment in full of all outstanding Notes and the satisfaction and
discharge of the Indenture, the Owner Trustee will succeed to all the rights of
the Indenture Trustee, and the Certificateholders will succeed to all the rights
of the Noteholders, under the Sale and Servicing Agreement, except as otherwise
provided therein. (Sale and Servicing Agreement, Section 10.01)

THE TRUSTEES

A Trustee may resign at any time, in which event the Administrator, or
its successor, will be obligated to appoint a successor trustee. The
Administrator (as defined herein) may also remove the Owner Trustee or the
Indenture Trustee, in each case if such Trustee becomes insolvent or ceases
to be eligible to continue as trustee under the Trust Agreement or Indenture,
as the case may be. In such event, the Administrator will be obligated to
appoint a successor Owner Trustee or Indenture Trustee. Any resignation or
removal of a trustee and appointment of a successor trustee will not become
effective until acceptance of the appointment by the successor trustee.
(Trust Agreement, Section 10.02; Indenture, Section 6.08)

Each Trustee and any of its affiliates may hold Securities in their own
names or as pledgees. For the purpose of meeting the legal requirements of
certain jurisdictions, the Administrator and the Owner Trustee or Indenture
Trustee acting jointly (or in some instances, the Owner Trustee and Indenture
Trustee acting without the Administrator) will have the power to appoint
co-trustees or separate trustees of all or any part of the Trust. In the
event of such an appointment, all rights, powers, duties and obligations
conferred or imposed upon such Trustee by the Indenture, Sale and Servicing
Agreement or Trust Agreement will be conferred or imposed upon such Trustee
and such separate trustee or co-trustee jointly, or, in any jurisdiction in
which such Trustee will be incompetent or unqualified to perform certain
acts, singly upon such separate trustee or co-trustee who will exercise and
perform such rights, powers, duties and obligations solely at the direction
of such Trustee. (Trust Agreement, Section 10.05; Indenture, Section 6.10)

The Trust Agreement will further provide that the Owner Trustee will be
entitled to indemnification by the Trust Depositor for, and will be held
harmless against, any loss, liability or expense incurred by such Trustee not
resulting from its own willful misconduct, bad faith or negligence (other
than by reason of a breach of any of its representations or warranties set
forth in such agreement). The Indenture will further provide that the
Indenture Trustee will be entitled to indemnification by the Trust or the
Administrator for any loss, liability or expense incurred by such Trustee not
resulting from its own willful misconduct, negligence or bad faith. (Trust
Agreement, Section 8.02; Indenture, Section 6.07)

DUTIES OF THE TRUSTEES

The Trustees will not make any representations as to the validity or
sufficiency of the Trust Agreement or Indenture, the Securities issued
pursuant thereto (other than the execution and authentication thereof) or of
any Contracts or related document. The Trustees will not be accountable for
the use or application by the Trust Depositor or the Servicer of any funds
paid to the Trust Depositor or the Servicer in respect of such Securities or
the related Contracts or the investment of any monies by the Servicer before
such monies are deposited into the Collection Account. The Trustees will not
independently verify the existence or characteristics of the Contracts. If
no Event of Default or Termination Event has occurred and is continuing, the
Trustees will be required to perform only those duties specifically required
of it under the Indenture, Trust Agreement or Sale and Servicing Agreement,
as the case may be. Generally those duties will be limited to the receipt of
the various certificates and reports or other instruments required to be
furnished to such Trustee under such agreements, in which case it will only
be required to examine them to determine whether they conform to the
requirements of such agreements. The Trustees will not be charged with
knowledge of a failure by the Servicer to perform its duties under the
relevant agreements which failure constitutes an Event of Default or a
Termination Event unless the Owner Trustee or Indenture Trustee obtains
actual knowledge of such failure as specified in such agreements.

Neither the Indenture Trustee or Owner Trustee will be under any
obligation to exercise any of the rights or powers vested in it by the
Indenture, Trust Agreement or Sale and Servicing Agreement, as the case may
be, or to make any

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investigation of matters arising thereunder or to institute, conduct or
defend any litigation thereunder or in relation thereto at the request, order
or direction of any of the Securityholders, unless such Securityholders have
offered to such trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby. No
Securityholder will have any right under any such agreement to institute any
proceeding with respect to such agreement, unless such holder previously has
given to such trustee written notice of default and (i) the default arises
from the Servicer's failure to remit payments when due or (ii) the holders of
Securities evidencing not less than 25% of the voting interests of all of the
related Securities, voting together as a single class, have made written
request upon such Trustee to institute such proceeding in its own name as
Trustee thereunder and have offered to such Trustee reasonable indemnity and
such Trustee for 60 days has neglected or refused to institute any such
proceedings.

TRUST DEPOSITOR LIABILITY

The Trust Agreement will require the Trust Depositor to agree to be
liable directly to an injured party for the entire amount of any losses,
claims, damages or liabilities (other than those incurred by a Securityholder
in the capacity of an investor with respect to the Trust) arising out of or
based on the arrangement created by the Trust Agreement as though such
arrangement created a partnership under the Delaware Revised Uniform Limited
Partnership Act in which Trust Depositor was a general partner. (Trust
Agreement, Section 2.07)

ADMINISTRATION AGREEMENT

Eaglemark, in its capacity as administrator (in such capacity, the
"ADMINISTRATOR"), will enter into an agreement (the "ADMINISTRATION
AGREEMENT") with the Trust, the Trust Depositor and the Indenture Trustee
pursuant to which the Administrator will agree, to the extent provided in the
Administration Agreement, to provide the notices and to perform other
administrative obligations required to be provided or performed by the Trust
or the Owner Trustee under the Indenture. The Administrator in the
Administration Agreement agrees to perform certain accounting functions of
the Trust which the Owner Trustee is required to perform pursuant to the
Trust Agreement, including but not limited to maintaining the books of the
trust, filing tax returns for the trust, and delivering tax related reports
to each Certificateholder and Noteholder (except the Owner Trustee shall
retain responsibility for distributing the Schedule K-1s). As compensation
for the performance of the Administrator's obligations under the
Administration Agreement and as reimbursement for its expenses related
thereto, the Administrator will be entitled to a monthly administration fee
(the "ADMINISTRATION FEE"), which fee will be paid by the Servicer.

COLLECTION AND OTHER SERVICING PROCEDURES

The Servicer may, consistent with its customary servicing procedures,
grant to the Obligor on any Contract an extension of payments due under such
Contract, provided that (i) the extension period is limited to 45 days, (ii)
and the Obligor has been in good standing for the previous twelve-month
period, (iii) such extension is consistent with the Servicer's customary
servicing procedures and with the Agreement, (iv) such extension does not
extend the maturity date of the Contract beyond the last maturity date of any
of the Contracts as of the Initial Cutoff Date (or as of the last Subsequent
Cutoff Date, if any) and (v) the aggregate Principal Balances of Contracts
which have had extensions granted does not exceed more than 3.00% of the
aggregate of the principal amount of the Notes and the Certificate Balance.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The Servicer will be entitled to receive a Monthly Servicing Fee for
each Due Period (to be paid on the related Distribution Date) equal to
[_____] of [_____%] of the Principal Balance of the Contracts as of the
beginning of such Due Period. Along with the Monthly Servicing Fee, and
included as part of the "SERVICING FEE" as defined in the Agreement, the
Servicer will be entitled to receive late payment penalty fees and extension
fee paid by Obligors during

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the related Due Period as additional compensation. Such Servicing Fee is
payable prior to the payment of principal interest on the Notes or
Certificates. See "CERTAIN INFORMATION REGARDING THE SECURITIES --
DISTRIBUTIONS ON THE SECURITIES" above.

The Servicing Fee provides compensation for customary third-party
servicing activities to be performed by the Servicer for the Trust, for
additional administrative services performed by the Servicer on behalf of the
Trust and for expenses paid by the Servicer on behalf of the Trust.

Customary servicing activities include collecting and recording
payments, communicating with Obligors, investigating payment delinquencies,
providing billing and tax records to Obligors and maintaining internal
records with respect to each Contract. Administrative services performed by
the Servicer on behalf of the Trust include selecting and packaging the
Contracts, calculating distributions to Noteholders and Certificateholders
and providing related data processing and reporting services for Noteholders
and Certificateholders and on behalf of the Trustees. Expenses incurred in
connection with servicing of the Contracts and paid by the Servicer from its
servicing fees include payment of fees and expenses of accountants, payments
of all fees and expenses incurred in connection with the enforcement of
Contracts, and payment of expenses incurred in connection with distributions
and reports to Noteholders and Certificateholders. (Sale and Servicing
Agreement, Section 5.08)

INDIVIDUAL MOTORCYCLE INSURANCE

The terms of each Contract require that for the life of the Contract,
each Motorcycle is covered by a collision and comprehensive or equivalent
insurance policy which covers physical damage risks, provides limited
insurance coverage for damage to the Motorcycle and names the Seller as a
loss payee. The amount of insurance coverage is limited to the value of the
Motorcycle. In the Transfer and Sale Agreement, the Seller has warranted
that all premium payments on such insurance have been paid in full for one
year from the date of the Contracts' origination. (Section 3.02 of the
Transfer and Sale Agreement, Section 3.02) Pursuant to Contract terms, the
Servicer may "FORCE PLACE" collision and comprehensive insurance with respect
to the related Motorcycle in those situations in which the Obligor has not
maintained the required insurance. Currently, the Servicer utilizes
Recreational Products Insurance Division, a division of Universal
Underwriters Insurance Company, to "FORCE PLACE" comprehensive and collision
insurance in 31 states in which Obligors reside. As conveyee and assignee of
the Contracts, the Trust will be entitled to the benefits of such insurance.
See "CERTAIN INFORMATION REGARDING THE SECURITIES -- CONVEYANCE OF
CONTRACTS." Following repossession of a Motorcycle by the Servicer, the
Servicer does not maintain such insurance. In the event the Servicer
repossesses a motorcycle on behalf of the Trust, the Servicer will act as
self-insurer for any damage to such motorcycle until it is resold.

EVIDENCE AS TO COMPLIANCE

Pursuant to the Sale and Servicing Agreement, on or before March 31 of
each year, beginning on March 31, 199__, the Servicer will deliver to the
Trustees and the Rating Agencies a report of a nationally recognized
accounting firm, with respect to the twelve months ended the immediately
preceding December 31, a statement (the "ACCOUNTANT'S REPORT") addressed to
the Board of Directors of the Servicer, and to the Trustees to the effect
that such firm has audited the consolidated financial statements of Eaglemark
Financial and issued its report thereon and that such audit (1) was made in
accordance with generally accepted auditing standards, and accordingly
included such tests of the accounting records and such other auditing
procedures as such firm considered necessary in the circumstances; (2)
included an examination of documents and records relating to the servicing of
substantially similar motorcycle conditional sales contracts under
substantially similar pooling and servicing agreements (such substantially
similar statement to have attached thereto a schedule setting forth the
pooling and servicing agreements covered thereby, including the Agreement);
(3) included an examination of the delinquency and loss statistics relating
to the portfolio of motorcycle conditional sales contracts of Eaglemark
Financial and its subsidiaries; and (4) except as described in the statement,
disclosed no exceptions or errors in the records relating to motorcycle loans
serviced for others that, in the firm's opinion, generally accepted auditing
standards requires such firm to report. The Accountant's Report will further
state that (1) a review in accordance with agreed upon procedures was made of
one randomly selected Monthly Report and (2) except as disclosed in the
Accountant's Report, no exceptions or errors in the Monthly Report so
examined were found.

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The Agreement provides that the Servicer shall furnish to the Trustees
and the Rating Agencies such underlying data as each may reasonably request.
(Sale and Servicing Agreement, Section 9.04)

EVENTS OF TERMINATION

An Event of Termination under the Agreement will occur if (a) either the
Servicer or the Seller fails to make any payment or deposit required under
the Securities, the Agreement or the Transfer and Sale Agreement and such
failure continues for four Business Days after the date on which such payment
or deposit was due; (b) either the Servicer or the Seller fails to observe or
perform in any material respect any covenant or agreement in the Notes,
Certificates, the Agreement or the Transfer and Sale Agreement which
continues unremedied for thirty days after the date on which such failure
commences; (c) either the Servicer or the Seller assigns its duties or rights
under the Agreement or the Transfer and Sale Agreement, except as
specifically permitted under the Agreement or the Transfer and Sale
Agreement, or attempts to make such an assignment; (d) a court having
jurisdiction in the premises enters a decree or order for relief in respect
of the Servicer or Trust Depositor in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Servicer, or Trust Depositor, or
for any substantial liquidation of their respective affairs; (e) the Servicer
or Trust Depositor commences a voluntary case under any applicable
bankruptcy, insolvency or similar law, or consents to the entry of an order
for relief in an involuntary case under any such law, or consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian or sequestrator (or other similar official) of the
Servicer or Trust Depositor or for any substantial part of its property or
shall have made any general assignment for the benefit of creditors, or fails
to, or admits in writing its inability to, pay debts as they become due, or
takes any corporate action in furtherance of the foregoing; (f) the failure
of the Servicer to deliver the Monthly Report pursuant to the terms of the
Agreement and such failure remains uncured for five business days after the
date on which such failure commences; or (g) any representation, warranty or
statement of the Servicer made in the Agreement or any certificate, report or
other writing delivered pursuant thereto shall prove to be incorrect in any
material respect as of the time when the same shall have been made and the
incorrectness of such representation, warranty or statement has a material
adverse effect on the Trust and, within 30 days after written notice thereof
shall have been given to the Servicer or the Trust Depositor by the Trustee,
the circumstances or condition in respect of which such representation,
warranty or statement was incorrect shall not have been eliminated or
otherwise cured. (Sale and Servicing Agreement, Section 8.01.) The Servicer
will be required under the Agreement to give the Trustees, the Rating
Agencies, the Noteholders and the Certificateholders notice of an Event of
Termination promptly upon the occurrence of such Event. (Sale and Servicing
Agreement, Section 8.04)

RIGHTS UPON AN EVENT OF TERMINATION

If an Event of Termination has occurred and is continuing, the
Noteholders evidencing not less than 51% of the Outstanding Amount of the
Notes or, if all the Notes have been paid in full and the Indenture has been
discharged in accordance with its terms, the holders of Certificates with
aggregate fractional interests evidencing 50% or more of the Trust, may
terminate all of the Servicer's management, administrative, servicing,
custodian and collection functions under the Agreement. Upon such
termination, the Indenture Trustee will succeed to all the responsibilities,
duties and liabilities of the Servicer under the Agreement and will be
entitled to similar compensation arrangements, PROVIDED, HOWEVER, that the
Indenture Trustee will not assume any obligation of the Seller to repurchase
Contracts for breach of representations and warranties, and the Indenture
Trustee will not be liable for any acts or omissions of the Servicer
occurring prior to a transfer of the Servicer's servicing and related
functions or for any breach by the Servicer of any of its representations and
warranties contained in the Agreement or any related document or agreement.
Notwithstanding such termination, the Servicer shall be entitled to payment
of certain amounts payable to it prior to such termination, for services
rendered prior to such termination. No such termination will affect in any
manner the Seller's obligation to repurchase certain Contracts for breaches
of representations and warranties under the Agreement. In the event that the
Indenture Trustee in so acting would be in violation of legal requirements
with a resulting material adverse effect upon it, it may resign such role and
if a successor has not been appointed within 60 days, it may petition a court
of competent jurisdiction for its removal. (Sale and Servicing Agreement,
Sections 5.14 and 7.03)

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Following an Event of Termination, the Indenture Trustee shall terminate
the Lockbox Agreement and direct all Obligors under the Contracts to make all
payments under the Contracts to the Indenture Trustee, or to a lockbox
established by the Indenture Trustee. (Section 5.16)

ADVANCES

The Servicer is obligated to advance each month an amount equal to
accrued and unpaid interest on the Contracts which was delinquent with
respect to the related Due Period, but only to the extent that the Servicer
believes that the amount of such Advance will be recoverable from collections
on the Contracts. (Sale and Servicing Agreement, Section 7.03). The Servicer
will deposit any Advances in the Collection Account no later than the
Determination Date. The Servicer will be entitled to recoup Advances on a
Contract by means of a first priority withdrawal from Available Monies on any
Distribution Date. (Sale and Servicing Agreement, Section 7.05)

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS;
REPURCHASE OBLIGATIONS

GENERAL

As a result of the Seller's conveyance and assignment of the Contracts
to the Trust Depositor pursuant to the Transfer and Sale Agreement, the Trust
Depositor's conveyance and assignment of the Contracts to the Trust pursuant
to the Agreement, the Trust's pledge to the Indenture Trustee pursuant to the
Indenture, the Noteholders and the Certificateholders, through the Indenture
Trustee, will succeed collectively to all of the rights under such Contracts
(including the right to receive payment on the Contracts) on or after the
related Cutoff Date. Each Contract evidences both (a) the obligation of the
Obligor to repay the loan evidenced thereby and (b) the grant of a security
interest in the Motorcycle to secure repayment of such loan. Certain aspects
of both features of the Contracts are more fully described below.

The Contracts are "CHATTEL PAPER" as defined in the Uniform Commercial
Code (the "UCC") in effect in the states in which the Motorcycles were
initially registered. Pursuant to the UCC, the sale of chattel paper is
treated in a manner similar to perfection of a security interest in chattel
paper. The Seller and the Depositor will make an appropriate filing of
UCC-1 financing statements in Nevada and Illinois to give notice of the
Indenture Trustee's security interest in the Contracts, and the Contracts
held by the Servicer as custodian will be stamped to reflect their conveyance
and assignment from the Seller to the Trust Depositor and the Trust
Depositor to the Trust and their pledge from the Trust to the Indenture
Trustee. However, if a subsequent purchaser were able to take physical
possession of any Contracts without notice of such conveyance and assignment,
the Trust's interest in those Contracts could be defeated. See "DESCRIPTION
OF THE CERTIFICATES--CONVEYANCE OF CONTRACTS" above.

SECURITY INTERESTS IN THE MOTORCYCLES

The Motorcycles securing the Contracts are located in 50 states and the
District of Columbia. Security interests in motorcycles may be perfected
either by notation of the secured party's lien on the certificate of title or
by delivery of the required documents and payment of a fee to the state motor
vehicle authority, depending on state law. The Seller's practice is to
effect such notation or delivery of the required documents and fees, and to
obtain possession of the certificate of title, as appropriate under the laws
of the state in which any Motorcycle securing a Motorcycle conditional sales
contract is registered. In the event either the Trust Depositor fails, due
to clerical error, to effect such notation or delivery, or files the security
interest under the wrong law, the Seller may not have a first priority
security interest in the Motorcycle securing a Contract. In such event, the
only recourse of the Trust would be against the Trust Depositor pursuant to
its repurchase obligation. See "SECURITY INTEREST AND OTHER ASPECTS OF THE
CONTRACTS; REPURCHASE OBLIGATIONS--REPURCHASE OBLIGATIONS" below. However,
the Trust Depositor believes that it has obtained a perfected first priority
security interest by proper notation or delivery of the required documents
and fees with respect to all of the Motorcycles securing Contracts.

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<PAGE>

The Seller will convey and assign its security interest in the
Motorcycles to the Trust Depositor pursuant to the Transfer and Sale
Agreement, the Trust Depositor will convey and assign its security interest
in the Motorcycles to the Trust pursuant to the Agreement and the Trust will
pledge its security interest in the Motorcycles to the Indenture Trustee
pursuant to the Indenture. However, because of the administrative burden and
expense, neither the Seller, the Trust Depositor, the Owner Trustee nor the
Indenture Trustee will amend the certificates of title to identify the
Indenture Trustee as the new secured party and, accordingly, the Seller will
continue to be named as the secured party on the certificates of title
relating to the Motorcycles. The Seller, as Servicer, will continue to hold
any certificates of title relating to the Motorcycles in its possession as
custodian and agent for the Trust pursuant to the Agreement.

In most states, such conveyance and assignment is an effective
conveyance and assignment of such security interest without amendment of any
lien noted on the related certificate of title and the new secured party
succeeds to the Seller's rights as the secured party. In the absence of
fraud or forgery by the motorcycle owner or administrative error by state
recording officials, the notation of the lien of the Seller on the
certificate of title or delivery of the required documents and fees will be
sufficient to protect the Indenture Trustee against the rights of subsequent
purchasers of a Motorcycle or subsequent lenders who take a security interest
in the Motorcycle. If there are any Motorcycles as to which the Seller has
failed to perfect the security interest conveyed and assigned to the Trust
Depositor and the Trust, such security interest would be subordinate to,
among others, subsequent purchasers of Motorcycles and holders of perfected
security interests. There also exists a risk in not identifying the
Indenture Trustee as the new secured party on the certificate of title that,
through fraud or negligence, the security interest of the Indenture Trustee
could be defeated.

Under the laws of most states, liens for repairs performed on a
motorcycle take priority even over a perfected security interest. The Seller
will represent in the Transfer and Sale Agreement that as of the sale date of
the Contracts, it has no knowledge of any such liens with respect to any
Motorcycle securing payment on any Contract. However, such liens could arise
at any time during the term of a Contract. No notice will be given to the
Trust, to the Noteholders or Certificateholders in the event such a lien
arises.

ENFORCEMENT OF SECURITY INTERESTS IN MOTORCYCLES

The Servicer on behalf of the Trust may take action to enforce the
Trust's security interest with respect to defaulted Contracts by repossession
and resale of the Motorcycles securing such defaulted Contracts. Under the
laws applicable in most states, a creditor can repossess a motorcycle
securing a contract by voluntary surrender, by "SELF-HELP" repossession that
is "PEACEFUL" (I.E., without breach of the peace) or, in the absence of
voluntary surrender and the ability to repossess without breach of the peace,
by judicial process. The UCC and consumer protection laws in most states
place restrictions on repossession sales, including requiring prior notice to
the debtor and commercial reasonableness in effecting such a sale. In the
event of such repossession and resale of a Motorcycle, the Trust would be
entitled to be

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<PAGE>

paid out of the sale proceeds before such proceeds could be applied to the
payment of the claims of unsecured creditors or the holders of subsequently
perfected security interests or, thereafter, to the debtor.

Under the laws applicable in most states, a creditor is entitled to
obtain a deficiency judgment from a debtor for any deficiency on repossession
and resale of the motor vehicle securing such debtor's loan. However, some
states impose prohibitions or limitations on deficiency judgments.

Certain other statutory provisions, including federal and state
bankruptcy and insolvency laws and general equitable principles, may limit or
delay the ability of a lender to repossess and resell collateral or enforce a
deficiency judgment.

OTHER MATTERS

The so-called "HOLDER-IN-DUE-COURSE" rule of the Federal Trade
Commission is intended to defeat the ability of the transferor of a consumer
credit contract which is the seller of goods which gave rise to the
transaction (and certain related lenders' assignees) to transfer such
contract free of notice of claims by the debtor thereunder. The effect of
this rule is to subject the assignee of such a contract to all claims and
defenses which the debtor could assert against the seller. Liability under
this rule, which would be applicable to the Trust, is limited to amounts paid
under a Contract; however, the Obligor also may be able to assert the rule to
set off remaining amounts due as a defense against a claim brought by the
Trust against such Obligor. Numerous other federal and state consumer
protection laws impose requirements applicable to the origination of and
lending pursuant to the Contracts, including the Truth in Lending Act, the
Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit
Reporting Act, the Equal Credit Opportunity Act, the Fair Debt Collection
Practices Act and the Uniform Consumer Credit Code. In the case of some of
these laws, the failure to comply with their provisions may affect the
enforceability of the related Contract.

REPURCHASE OBLIGATIONS

Under the Transfer and Sale Agreement, the Seller will make warranties
relating to validity, subsistence, perfection and priority of the security
interest in each Motorcycle securing a Contract. Accordingly, if any defect
exists in the perfection of the security interest in any Motorcycle and such
defect materially adversely affects a Contract, such defect would constitute
a breach of a representation and warranty under the Transfer and Sale
Agreement and would create an obligation of the Trust Depositor to repurchase
such Contract from the Trust unless the breach is cured. See "CERTAIN
INFORMATION REGARDING THE SECURITIES--CONVEYANCE OF CONTRACTS" above.

In addition, the Seller will also warrant under the Transfer and Sale
Agreement that each Contract complies with all requirements of law.
Accordingly, if any Obligor has a claim against the Trust for violation of
any law and such claim materially adversely affects the Trust's interest in a
Contract, such violation would constitute a breach of a representation and
warranty under the Transfer and Sale Agreement and would create an obligation
to repurchase such Contract unless the breach is cured. See "CERTAIN
INFORMATION REGARDING THE SECURITIES--CONVEYANCE OF CONTRACTS" above.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following is a general and brief discussion of certain United States
federal income tax consequences of the purchase, ownership and disposition of
the Notes and the Certificates. For a full description of the federal income
tax consequences of the ownership of Notes and Certificates in the Owner
Trust, see the Prospectus, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES--OWNER
TRUSTS." Any material variations from the discussion in the Prospectus,
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES--OWNER TRUSTS" will be specified
below.

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<PAGE>

applicable authorities in effect as of the date hereof, all of which are
subject to change, possibly with retroactive effect. There are no cases or
Internal Revenue Service ("IRS") rulings on similar transactions involving a
trust and instruments issued by that trust with terms similar to those of the
Trust, and the Notes and the Certificates. As a result, there can be no
assurance that the IRS will not challenge the conclusions set forth in the
following summary, and no ruling from the IRS has been or will be sought on
any of the issues discussed below. Furthermore, legislative, judicial or
administrative changes may occur, perhaps with retroactive effect, which
could affect the accuracy of the statements and conclusions set forth herein
as well as the tax consequences to holders of the Notes and the Certificates.

This discussion and the more detailed discussion set forth in the
Prospectus, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES--OWNER TRUSTS," do not
purport to deal with all aspects of federal income taxation that may be
relevant to all holders of Notes and Certificates in light of their personal
investment or tax circumstances nor to certain types of holders who may be
subject to special treatment under the federal income tax laws (including,
without limitation, financial institutions, broker-dealers, insurance
companies, foreign persons, tax-exempt organizations and persons who hold the
Notes or Certificates as part of a straddle, hedging or conversion
transaction). This information is generally directed to prospective
purchasers who purchase Notes or Certificates at the time of original issue,
who are citizens or residents of the United States, and who hold the Notes or
Certificates as "CAPITAL ASSETS" within the meaning of Section 1221 of the
Code. Taxpayers and preparers of tax returns (including those filed by any
partnership or other issuer) should be aware that under applicable Treasury
Regulations a provider of advice on specific issues of law is not considered
an income tax return preparer unless the advice is (i) given with respect to
events that have occurred at the time the advice is rendered and is not given
with respect to the consequences of contemplated actions, and (ii) is
directly relevant to the determination of an entry on a tax return.
Accordingly, taxpayers should consult their own tax advisors and tax return
preparers regarding the preparation of any item on a tax return, even where
the anticipated tax treatment has been discussed herein. PROSPECTIVE
INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE FEDERAL,
STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF NOTES AND CERTIFICATES.

TAX CHARACTERIZATION OF THE TRUST AND THE NOTES

Winston & Strawn, as federal tax counsel ("FEDERAL TAX COUNSEL") to the
Trust Depositor has delivered an opinion to the Trust Depositor that for U.S.
federal income tax purposes (i) the Trust will not be treated as an
association (or publicly traded partnership) taxable as a corporation and
(ii) the Notes will be treated as indebtedness of the Trust. This opinion is
based on the assumption that the terms of the Trust Agreement and related
documents will be complied with, including, without limitation, that the
Trust Depositor, each Certificateholder, and each Noteholder will agree to
treat the Certificates as equity interests in a partnership and the Notes as
debt of such partnership and that the Certificateholders will take all action
necessary, if any, or refrain from taking any inconsistent action so as to
ensure that the Trust is a partnership under Treasury Regulations sections
301.7701-2 and 301.7701-3. The opinion is also based on Federal Tax
Counsel's conclusions that (i) the Trust will constitute a business entity
that has two or more members within the meaning of those regulations; (ii)
the nature of the Trust's income will exempt it from the rule that certain
publicly traded partnerships are taxable as corporations, and (iii) the
Trust, if a corporation, would not constitute a regulated investment company
under Code Section 851. An opinion of counsel is not binding on a court or
the IRS and there can be no assurance that the IRS or a court will agree with
Federal Tax Counsel's opinion.

GENERAL TAX TREATMENT OF HOLDER'S OF NOTES

Unless the Notes are treated as having original issue discount, a holder
of a Note will generally be taxable on the interest received or accrued with
respect to the Note under the holder's general system of tax accounting. On
a sale of a Note, a holder will generally recognize gain or loss on the
difference between the amount realized and the holder's basis in the Note.
Such gain or loss generally will be capital gain or loss. Withholding tax
may be imposed on payments received with respect to the Notes unless certain
IRS forms are provided to the Owner Trustee or the holder is eligible for an
exemption from such withholding. For a complete discussion of these
withholding rules and the other federal income tax consequences to a holder
of the Notes, see the Prospectus,"CERTAIN FEDERAL INCOME TAX
CONSEQUENCES--OWNER TRUSTS."

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GENERAL TAX TREATMENT OF A HOLDER A CERTIFICATE

A holder of a Certificate, as a partner in a partnership, will be
treated as receiving such holder's allocable share of the Trust's income,
gain, loss, or deductions in accordance with the terms of the Trust
Agreement, the Code, and the Regulations promulgated thereunder. The holder
will generally recognize gain or loss on the sale of a Certificate equal to
the difference between the amount realized and the holder's basis in its
partnership interest that is allocated to the Certificate. Withholding taxes
may also be imposed with respect to payments on the Certificates unless
certain IRS forms are provided to the Owner Trustee or the holder is eligible
for an exemption from such withholding. For a complete discussion of these
withholding tax rules and the other federal income tax consequences to a
holder of a Certificate, see the Prospectus, "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES--OWNER TRUSTS."

ERISA CONSIDERATIONS

THE NOTES

The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), imposes certain requirements on employee benefit plans subject to
ERISA ("ERISA PLANS") and prohibits certain transactions between ERISA Plans
and persons who are "PARTIES IN INTEREST" (as defined under ERISA) with
respect to assets of such Plans. Section 4975 of the Code prohibits a
similar set of transactions between certain plans or individual retirement
accounts ("CODE PLANS," and together with ERISA Plans, "PLANS") and persons
who are "DISQUALIFIED PERSONS" (as defined in the Code) with respect to Code
Plans. Certain employee benefit plans, such as governmental plans and
church plans (if no election has been made under Section 410(d) of the Code),
are not subject to the requirements of ERISA or Section 4975 of the Code, and
assets of such plans may be invested in the Notes, subject to the provisions
of other applicable federal and state law. Any such plan which is qualified
under Section 401(a) of the Code and exempt from taxation under Section
501(a) of the Code is, however, subject to the prohibited transaction rules
set forth in Section 503 of the Code.

Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that investments be made in accordance
with the documents governing the ERISA Plan. Before investing in the Notes,
an ERISA Plan fiduciary should consider, among other factors, whether to do
so is appropriate in view of the overall investment policy and liquidity
needs of the ERISA Plan.

PROHIBITED TRANSACTIONS

In addition, Section 406 of ERISA and Section 4975 of the Code prohibit
parties in interest and disqualified persons with respect to ERISA Plans and
Code Plans from engaging in certain transactions involving such Plans or
"PLAN ASSETS" of such Plans, unless a statutory or administrative exemption
applies to the transaction. Section 4975 of the Code and Sections 502(i) and
502(1) of ERISA provide for the imposition of certain excise taxes and civil
penalties on certain persons that engage or participate in such prohibited
transactions. The Trust Depositor, the Underwriter, the Servicer, the
Indenture Trustee or the Owner Trustee or certain affiliates thereof may be
considered or may become parties in interest or disqualified persons with
respect to a Plan. If so, the acquisition or holding of the Notes by, on
behalf of or with "PLAN ASSETS" of such Plan may be considered to give rise
to a "prohibited transaction" within the meaning of ERISA and/or Section 4975
of the Code, unless an administrative exemption described below or some other
exemption is available.

The Notes may not be purchased with the assets of a Plan if the Trust
Depositor, the Underwriter, the Servicer, the Indenture Trustee, or the Owner
Trustee or an affiliate thereof either (a) has discretionary authority or
control with respect to the investment or management of such assets or (b)
has authority or responsibility to give, or regularly gives, investment
advice with respect to such assets pursuant to an agreement or understanding
that such advice will serve as a primary basis for investment decisions with
respect to such assets and that such advice will be based on the particular
needs of the Plan or (c) is an employer of employees covered under the Plan
unless such investment is made through an insurance company general or pooled
separate account or a bank collective investment fund and an exemption is
available.

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Depending on the relevant facts and circumstances, certain prohibited
transaction exemptions may apply to the purchase or holding of the Notes -
for example, Prohibited Transaction Class Exemption ("PTCE") 96-23, which
exempts certain transactions effected on behalf of a Plan by an "IN-HOUSE
ASSET MANAGER;" PTCE 95-60, which exempts certain transactions between
insurance company general accounts and parties in interest; PTCE 91-38, which
exempts certain transactions between bank collective investment funds and
parties in interest; PTCE 90-1, which exempts certain transactions between
insurance company pooled separate accounts and parties in interest; or PTCE
84-14, which exempts certain transactions effected on behalf of a Plan by a
"QUALIFIED PROFESSIONAL ASSET MANAGER." There can be no assurance that any
of these exemptions will apply with respect to any Plan's investment in the
Notes or, even if an exemption were deemed to apply, that any exemption would
apply to all prohibited transactions that may occur in connection with such
investment.

Due to the complexity of these rules and the penalties imposed, any
fiduciary or other Plan investor who proposes to invest assets of a Plan in
the Notes should consult with its counsel with respect to the potential
consequences under ERISA and Section 4975 of the Code of doing so.

THE CERTIFICATES

The Certificates may not be acquired by a Plan. By its acceptance of a
Certificate or a beneficial interest therein, each Certificateholder or
Certificate Owner will be deemed to have represented and warranted that it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that
is subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Code (other than a governmental plan described in
Section 4975(g)(2) of the Code) or (iii) any entity whose underlying assets
include assets of such a plan by reason of the plan's investment in the
entity or which uses assets of such a plan to acquire Certificates.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement dated [ ], 199[ ], among the Seller, Trust Depositor
and the Underwriter (the "UNDERWRITING AGREEMENT"), the Seller has agreed to
cause the Trust to sell to the Underwriter named below (the "UNDERWRITER"),
and the Underwriter has agreed to purchase, the principal amount of the
Securities set forth below.

<TABLE>
<CAPTION>
Principal Amount of Principal Amount of Principal Amount of
Underwriter Class A-1 Notes Class A-2 Notes Certificates
<S> <C> <C> <C>
Salomon Brothers Inc $[_____________] $[_______________] $[______________]
</TABLE>

In the Underwriting Agreement, the Underwriter has agreed, subject to
the terms and conditions set forth therein, to purchase all of the Securities
if any Securities are purchased. In the event of default by the Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the
Underwriting Agreement may be terminated.

Distribution of the Securities may be made by the Underwriter from time
to time in one or more negotiated transactions, or otherwise, at varying
prices to be determined at the time of sale. The Underwriter may effect such
transactions by selling the Securities to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriter. In connection with the sale
of the Securities, the Underwriter may be deemed to have received
compensation from the Seller in the form of underwriting compensation. The
Underwriter and any dealers that participate with the Underwriter may be
deemed to be an underwriter, and any commissions received by them and any
profit on the resale of the Securities positioned by them may be deemed to be
underwriting discounts and commissions, under the Securities Act.

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The Underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the expiration of the period of six months from the
Closing Date, will not offer or sell any Notes to persons in the United
Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulation 1995; (ii) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect to anything done
by it in relation to the Notes in, from or otherwise involving the United
Kingdom; and (iii) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection with
the issue of the Notes to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1995, or is a person to whom such document may otherwise
lawfully be issued or passed on.

The Underwriting Agreement provides that the Seller and the Trust
Depositor will indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act, or contribute to payments the
Underwriter may be required to make in respect thereof.

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RATINGS OF THE SECURITIES

It is a condition of issuance that the Class A-1 Notes be rated AAA by
S&P and Aaa by Moody's and the Class A-2 Notes be rated AAA by S&P and Aaa by
Moody's and the Certificates each be rated at least [_____] by S&P and
[_______]by Moody's.

There is no assurance that any such rating will continue for any period
of time or that it will not be revised or withdrawn entirely by the assigning
rating agency if, in its judgment, circumstances so warrant. A revision or
withdrawal of such rating may have an adverse effect on the market price of
the Notes and the Certificates. A security rating is not a recommendation to
buy, sell or hold the Securities.

LEGAL MATTERS

Certain legal matters with respect to the Securities, including certain
federal income tax matters, will be passed upon for the Seller, Servicer,
Trust Depositor and the Trust by Winston & Strawn, Chicago, Illinois.
Certain legal matters for the Underwriter will be passed upon by Brown & Wood
LLP., New York, New York.

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ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Securities
(the "GLOBAL SECURITIES") will be available only in book-entry form.
Investors in the Global Securities may hold such Global Securities through
DTC and, in the case of the Notes, CEDEL or Euroclear. The Global Securities
will be tradeable as home market instruments in both the European and U.S.
domestic markets. Initial settlement and all secondary trades will settle in
same-day funds. Capitalized terms used but not defined in this Annex I have
the meanings assigned to them in the Prospectus Supplement and the Prospectus.

Secondary market trading between investors holding Global Securities
through CEDEL and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (I.E. seven calendar day settlement).

Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.

Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Global Securities will be effected on a
delivery-against-payment basis through the respective Depositaries of CEDEL
and Euroclear (in such capacity) and as DTC Participants.

Non-U.S. holders (as described below) of Global Securities will be
subject to U.S. withholding taxes unless such holders meet certain
requirements and deliver appropriate U.S. tax documents to the securities
clearing organizations or their participants.

INITIAL SETTLEMENT

All Global Securities will be held in book-entry from by DTC in the name
of Cede & Co. as nominee of DTC investors' interest in the Global Securities
will be represented through financial institutions acting on their behalf as
direct and indirect Participants in DTC. As a result, CEDEL and Euroclear
will hold positions on behalf of their participants through their respective
Depositaries, which in turn will hold such positions in accounts as DTC
Participants.

Investors electing to hold their Global Securities through DTC will
follow the settlement practices applicable to similar issues on pass-through
certificates. Investors' securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through CEDEL or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global
security and no "LOCK-UP" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payments in same-day funds.

SECONDARY MARKET TRADING

Since the purchaser determines the place of delivery, it is important to
establish a the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired
value date.

TRADING BETWEEN DTC PARTICIPANTS. Secondary market trading between DTC
Participants will be settled using the procedures applicable to similar
issues of pass-through certificates in same-day funds.

TRADING BETWEEN CEDEL AND/OR EUROCLEAR PARTICIPANTS. Secondary market
trading between CEDEL Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.

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TRADING BETWEEN DTC SELLER AND CEDEL OR EUROCLEAR PURCHASER. When
Global Securities are to be transferred from the account of a DTC Participant
to the account of a CEDEL Participant or a Euroclear Participant, the
purchaser will send instructions to CEDEL or Euroclear through a CEDEL
Participant or Euroclear Participant at least one business day prior to
settlement. CEDEL or Euroclear will instruct the respective Depositary, as
the case may be, to receive the Global Securities against payment. Payment
will include interest accrued on the Global Securitie /from and including the
last coupon payment date to and excluding the settlement date. Payment will
then be made by the respective Depositary to the DTC Participant's account
against delivery of the Global Securities. After settlement has been
completed, the Global Securities will be credited to the respective clearing
system and by the clearing system, in accordance with its usual procedures,
to the CEDEL Participant's or Euroclear Participant's account. The Global
Securities credit will appear the next day (European time) and the cash debit
will be back-valued to, and the interest on the Global Securities will accrue
from, the value date; (which would be the preceding day when settlement
occurred in New York). If settlement is not completed on the intended value
date (I.E., the trade fails), the CEDEL or Euroclear cash debit will be
valued instead as of the actual settlement date.

CEDEL Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to
pre-positions funds for settlement, either from cash on hand or existing
lines of credit, as they would for any settlement occurring within CEDEL or
Euroclear. Under this approach, they may take on credit exposure to CEDEL or
Euroclear until the Global Securities are credited to their accounts one day
later.

As an alternative, if CEDEL or Euroclear has extended a line of credit
to them, CEDEL Participants or Euroclear Participants can elect to
pre-position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, CEDEL Participants or Euroclear
Participants purchasing Global Securities would incur overdraft charges for
one day, assuming they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global Securities would
accrue from the value date. Therefore, in many cases the investment income
on the Global Securities earned during that one-day period may substantially
reduce or offset the amount of such overdraft charges, although this result
will depend on each CEDEL Participant's or Euroclear Participant's particular
cost of funds.

Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities
to the respective Depositary for the benefit of CEDEL Participants or
Euroclear Participants. The sale proceeds will be available to the DTC
seller on the settlement date. Thus, to the DTC Participant a cross-market
transaction will settle no differently than a trade between two DTC
Participants.

TRADING BETWEEN CEDEL OR EUROCLEAR SELLER AND DTC PURCHASER. Due to
time zone differences in their favor, CEDEL Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depositary, to a DTC Participant. The seller will
send instructions to CEDEL or Euroclear through a CEDEL Participant or
Euroclear Participant at least one business day prior to settlement. In
these cases, CEDEL or Euroclear will instruct the respective Depositary, as
appropriate, to deliver the bonds to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities from
and including the last coupon payment date to and excluding the settlement
date. The payment will then be reflected in the account of the CEDEL
Participant or Euroclear Participant the following day, and receipt of the
cash proceeds in the CEDEL Participant's or Euroclear Participant's account,
would be back-valued to the value date (which would be the preceding day,
when settlement occurred in New York). Should the CEDEL Participant or
Euroclear Participant have a line of credit with its respective clearing
system and elect to be in debit in anticipation or receipt of the sale
proceeds in its account, the back-valuation will extinguish any overdraft
charges incurred over that one-day-period. If settlement is not completed on
the intended value date (I.E., the trade fails), receipt of the cash proceeds
in the CEDEL Participant's or Euroclear Participant's account would instead
be valued as of the actual settlement date. Finally, day traders that use,
CEDEL or Euroclear and that purchase Global Securities from DTC Participants
for delivery to CEDEL Participants or Euroclear Participants should note that
these trades would automatically fail on the sale side unless affirmative
action were taken. At least three techniques should be readily available to
eliminate this potential problem:

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(a) borrowing through CEDEL or Euroclear for one day
(until the purchase side of the day trade is
reflected in their CEDEL or Euroclear accounts) in
accordance with the clearing system's customary
procedures;

(b) borrowing the Global Securities in the U.S. from a
DTC Participant no later than one day prior to
settlement, which would give the Global Securities
sufficient time to be reflected in their CEDEL or
Euroclear account in order to settle the sale side
of the trade; or

(c) staggering the value dates for the buy and sell
sides of the trade so that the value date for the
purchase from the DTC Participant is at least one
day prior to the value date for the sale to the
CEDEL Participant or Euroclear Participant.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENT

A beneficial owner of Global Securities holding securities through CEDEL
or Euroclear (or through DTC if the holder has an address outside the U.S.)
will be subject to the 30% U.S. withholding tax that generally applies to
payments of interest (including original issued discount) on registered debt
issued by U.S. Persons, unless (i) each clearing system, bank or other
financial institution that holds customers' securities in the ordinary course
of its trade or business in the chain of intermediaries between such
beneficial owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such beneficial owner takes
one of the following steps to obtain an exemption or reduced tax rate:

EXEMPTION FOR NON-U.S. PERSONS (FORM W-8). Beneficial owners of
Securities that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8 (Certificate of Foreign
Status). If the information shown on Form W-8 changes, a new Form W-8
must be filed within 30 days of such change.

EXEMPTION FOR NON-U.S. PERSONS WILL EFFECTIVELY CONNECTED INCOME (FORM
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a
U.S. branch, for which the interest income is effectively connected with
its conduct of a trade or business in the United States, can obtain an
exemption from the withholding tax by filing Form 4224 (Exemption from
Withholding of Tax on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).

EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY
COUNTRIES (FORM 1001). Non-U.S. Persons that are Securityholders residing
in a country that has a tax treaty with the United States can obtain an
exemption or reduced tax rate (depending on the treaty terms) by filing
Form 1001 (Ownership, Exemption or Reduced Rate Certificate). If the
treaty provides only for a reduced rate, withholding tax will be imposed at
that rate unless the filer alternatively files Form W-8. Form 1001 may be
filed by the Securityholder or his agent.

EXEMPTION FOR U.S. PERSONS (FORM W-9). U.S. Persons can obtain a
complete exemption from the withholding tax by filing Form W-9 (Payer's
Request for Taxpayer Identification Number and Certification).

U.S. FEDERAL INCOME TAX REPORTING PROCEDURES. The holder of a Global
Security or in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it
holds (the clearing agency, in the case of persons holding directly on the
books of the clearing agency). Form W-8 and Form 1001 are effective for
three calendar years and Form 4224 is effective for one calendar year.

The term "U.S. PERSON" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of
the United States or any political subdivision thereof or (ii) an estate or
trust the income of which is includible in gross income for United States tax
purposes, regardless of its source or which is under the supervision of a
U.S. court or U.S. fiduciary. This summary does not deal with all aspects of
U.S. Federal income tax withholding that may be relevant to foreign holders
of the Global Securities. Investors are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of
the Global Securities.

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INDEX OF TERMS

Class A-1 Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Class A-1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Class A-2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Harley-Davidson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Class A-2 Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Aggregate Principal Balance Decline . . . . . . . . . . . . . . . . . . .39
Available Principal . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Aggregate Principal Balance . . . . . . . . . . . . . . . . . . . . . . .39
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Available Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . 9, 43
Available Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .39
Available Monies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Average Default Ratio . . . . . . . . . . . . . . . . . . . . . . . . . .43
Average Delinquency Ratio . . . . . . . . . . . . . . . . . . . . . . . .42
Buell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Carrying Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certificate Distributable Amount. . . . . . . . . . . . . . . . . . . . .40
Certificate Distribution Account. . . . . . . . . . . . . . . . . . . . .38
Certificate Final Distribution Date . . . . . . . . . . . . . . . . . . . 6
Certificate Interest Carryover Shortfall. . . . . . . . . . . . . . . . .40
Certificate Interest Distributable Amount . . . . . . . . . . . . . . . .40
Certificate Monthly Interest Distributable Amount . . . . . . . . . . . .40
Certificate Monthly Principal Distributable Amount. . . . . . . . . . . .40
Certificate Percentage. . . . . . . . . . . . . . . . . . . . . . . . . .40
Certificate Principal Carryover Shortfall . . . . . . . . . . . . . . . .40
Certificate Principal Distributable Amount. . . . . . . . . . . . . . . .40
Certificate Reserve Amount. . . . . . . . . . . . . . . . . . . . . . 9, 43
Class A-1 Final Distribution Date . . . . . . . . . . . . . . . . . . . . 6
Class A-1 Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2, 6
Class A-2 Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Class A-2 Final Distribution Date . . . . . . . . . . . . . . . . . . . . 6
Class A-2 Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Collection Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Cumulative Loss Ratio . . . . . . . . . . . . . . . . . . . . . . . . . .43
Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Dealer Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Defaulted Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Delinquency Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Delinquency Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Determination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .39
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Due Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Eaglemark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Eligible Investments. . . . . . . . . . . . . . . . . . . . . . . . . . .37
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

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Excess Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Final Distribution Dates. . . . . . . . . . . . . . . . . . . . . . . . . 6
Funding Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Initial Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . 7
Initial Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Initial Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Interest Period . . . . . . . . . . . . . . . . . . . . . . . . . . . 6, 40
Interest Rates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Reserve Account. . . . . . . . . . . . . . . . . . . . . . . . .10
Lien Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Liquidated Contract . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Mandatory Special Redemption. . . . . . . . . . . . . . . . . . . . . . . 7
Monthly Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . .12
Moody's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Motorcycles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Net Liquidation Losses. . . . . . . . . . . . . . . . . . . . . . . . . .42
Net Liquidation Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .42
Note Distributable Amount . . . . . . . . . . . . . . . . . . . . . . . .40
Note Distribution Account . . . . . . . . . . . . . . . . . . . . . . . .38
Note Final Distribution Dates . . . . . . . . . . . . . . . . . . . . . . 6
Note Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . .41
Note Interest Distributable Amount. . . . . . . . . . . . . . . . . . . .41
Note Monthly Interest Distributable Amount. . . . . . . . . . . . . . . .41
Note Monthly Principal Distributable Amount . . . . . . . . . . . . . . .41
Note Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Note Principal Carryover Shortfall. . . . . . . . . . . . . . . . . . . .41
Note Principal Distributable Amount . . . . . . . . . . . . . . . . . . .41
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Optional Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Principal Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Principal Distributable Amount. . . . . . . . . . . . . . . . . . . . . .41
Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Registrar of Titles . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 38
Reserve Fund Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Reserve Fund Initial Deposit. . . . . . . . . . . . . . . . . . . . . . . 8
Reserve Fund Trigger Event. . . . . . . . . . . . . . . . . . . . . . . .42
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Specified Reserve Fund Balance. . . . . . . . . . . . . . . . . . . . . .38
Subsequent Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Subsequent Cutoff Date. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Subsequent Reserve Fund Amount. . . . . . . . . . . . . . . . . . . . . . 9
Subsequent Transfer Agreement . . . . . . . . . . . . . . . . . . . . . .13

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Subsequent Transfer Date. . . . . . . . . . . . . . . . . . . . . . . . . 8
Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 38
Transfer and Sale Agreement . . . . . . . . . . . . . . . . . . . . . . . 2
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Insolvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
Trust Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
UCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

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- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company, as sponsor of the Trusts or
the Underwriters. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any security other than the Securities
offered hereby, nor does it constitute an offer to sell or a solicitation of
an offer to buy any of the Securities to any person in any jurisdiction in
which the person making such offer or solicitation is not qualified to do so
or to anyone whom it is unlawful to make such an offer or solicitation to
such person. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstance create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.

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TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . .
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Harley-Davidson Motorcycles. . . . . . . . . . . . . . . . . . . . . .
Other Manufacturers. . . . . . . . . . . . . . . . . . . . . . . . . .
The Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Life of the Securities. . . . . . . . . . . . . . . .
Pool Factors and Trading Information . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eaglemark Financial Services, Inc., Eaglemark, Inc. and
the Trust Depositors. . . . . . . . . . . . . . . . . . . . . . . .
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . .
Description of the Certificates. . . . . . . . . . . . . . . . . . . .
Certain Information Regarding the Securities . . . . . . . . . . . . .
Description of the Transfer and Sale Agreements. . . . . . . . . . . .
Description of the Sale and Servicing Agreements and
Pooling and Servicing Agreements . . . . . . . . . . . . . . . . .
Certain Legal Aspects of the Contracts . . . . . . . . . . . . . . . .
Certain Federal Income Tax Consequences. . . . . . . . . . . . . . . .
Owner Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grantor Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Master Trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Treatment of FASIT . . . . . . . . . . . . . . . . . . . . . . . .
Certain State Tax Consequences . . . . . . . . . . . . . . . . . . . .
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-----------------------

Until ___________, 1997, all dealers effecting transactions in the
registered securities, whether or not participating in this distribution, may
be required to deliver a Prospectus. This is in addition to the obligations
of dealers to deliver a Prospectus when acting as underwriters and with
respect to their unsold allotment or subscriptions.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

HARLEY-DAVIDSON EAGLEMARK
MOTORCYCLE TRUSTS

EAGLEMARK, INC.

----------------------------

PROSPECTUS

----------------------------

______________, 1997

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

II-1
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

Expenses in connection with the offering of the Securities being registered
herein are estimated as follows:

SEC registration fee. . . . . . . . . . . . . . . . . . . . . . . . $
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . $
Accounting fees and expenses. . . . . . . . . . . . . . . . . . . . $
Blue sky fees and expenses. . . . . . . . . . . . . . . . . . . . . $
Rating agency fees. . . . . . . . . . . . . . . . . . . . . . . . . $
Trustee's fees and expenses . . . . . . . . . . . . . . . . . . . . $
Printing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
- -------------------------
* All amounts except the SEC Registration Fee are estimates of expenses
incurred or to be incurred in connection with the issuance and
distribution of a Series of Securities in an aggregate principal amount
assumed for these purposes to be equal to $[ ] of
Securities registered hereby.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Eaglemark, Inc. has undertaken in its certificate of incorporation and
bylaws to indemnify, to the maximum extent permitted by the Nevada General
Corporation Law as from time to time amended, any currently acting or former
director, officer, employee and agent of Eaglemark, Inc. against any and all
liabilities incurred in connection with their services in such capacities.

ITEM 16. EXHIBITS.

1.1* Form of Underwriting Agreement for Owner Trusts
1.2* Form of Underwriting Agreement for Grantor Trusts
3.1 Restated Certificate of Incorporation of the Company
3.2 Bylaws of the Company
4.1* Form of Trust Agreement (including form of Certificates)
4.2* Form of Pooling and Servicing Agreement (including form of Certificates)
4.3* Form of Indenture (including form of Notes)
5.1* Opinion of Winston & Strawn with respect to legality
8.1* Opinion of Winston & Strawn with respect to tax matters
10.1* Form of Sale and Servicing Agreements
10.2* Form of Pooling and Servicing Agreement
10.3* Form of Administration Agreement
10.4* Form of Transfer and Sale Agreement for Owner Trusts
10.5* Form of Transfer and Sale Agreement for Grantor Trusts
23.1* Consent of Winston & Strawn (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
25.1* Statement of Eligibility and Qualification of Indenture Trustee
99.1* Form of Agreement to Deposit Contracts
99.2* Form of Security Agreement
- -------------------------
* To be filed by amendment.

II-2
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

(ii) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(iii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "CALCULATION OF REGISTRATION FEE" table in the
effective registration statement;

(iv) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes that:

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Act.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, the State of Illinois, on
February 13, 1997

EAGLEMARK, INC.

By: /s/ Steven F. Deli
___________________________________
Name: Steven F. Deli
Title: Chief Executive Officer

POWER OF ATTORNEY

The undersigned directors and officers of Eaglemark, Inc. do hereby
constitute and appoint Steven F. Deli and Donna F. Zarcone, and each of them,
with full power of substitution, our true and lawful attorneys-in-fact and
agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments
for us and in our names in the capacities indicated below which such person
may deem necessary or advisable to enable the Registrant and Eaglemark, Inc.
to comply with the Securities Act of 1933 (the "ACT"), as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for us, or any
of us, in the capacities indicated below and any and all amendments
(including pre-effective and post-effective amendments or any other
registration statement filed pursuant to the provisions of Rule 462(b) under
the Act) hereto; and we do hereby ratify and confirm all that such person or
persons shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven F. Deli Chief Executive Officer and Director February 13, 1997
___________________________
Steven F. Deli

/s/ Donna F. Zarcone Chief Financial Officer February 13, 1997
___________________________
Donna F. Zarcone

/s/ Jeffrey L. Bleustein Director February 13, 1997
___________________________
Jeffrey L. Bleustein

/s/ Michael Bozic Director February 13, 1997
___________________________
Michael Bozic

/s/ Richard F. Teerlink Director February 13, 1997
___________________________
Richard F. Teerlink
</TABLE>

<PAGE>

EXHIBIT INDEX

Exhibit Description Page
- ------- ----------- ----
1.1* Form of Underwriting Agreement for Owner Trusts
1.2* Form of Underwriting Agreement for Grantor Trusts
3.1 Restated Certificate of Incorporation of the Company
3.2 Bylaws of the Company
4.1* Form of Trust Agreement (including form of Certificates)
4.2* Form of Pooling and Servicing Agreement (including form of
Certificates)
4.3* Form of Indenture (including form of Notes)
5.1* Opinion of Winston & Strawn with respect to legality
8.1* Opinion of Winston & Strawn with respect to tax matters
10.1* Form of Sale and Servicing Agreements
10.2* Form of Administration Agreement
10.3* Form of Transfer and Sale Agreement for Owner Trusts
10.4* Form of Transfer and Sale Agreement for Grantor Trusts
23.1* Consent of Transfer and Sale (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
25.1* Statement of Eligibility and Qualification of Indenture Trustee
99.1* Form of Agreement to Deposit Contracts
99.2* Form of Security Agreement
- --------------
* To be filed by amendment

<PAGE>
Exhibit 3.1

ARTICLES OF INCORPORATION

EAGLE CREDIT CORPORATION OF NEVADA
__________________________________

I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to
the requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the
acts amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the
following Articles of Incorporation:

FIRST: The name of the corporation (hereinafter called the
corporation) is Eagle Credit Corporation of Nevada.

SECOND: The name of the corporation's resident agent in the State
of Nevada is The Prentice-Hall Corporation System, Nevada, Inc., and the
street address of the said resident agent where process may be served on the
corporation is 502 East John Street, Carson City 89706.

THIRD: The number of shares the corporation is authorized to issue
is 1,000, no par value. All of said shares are of one class and are
designated as Common Stock.

FOURTH: The governing board of the corporation shall be styled as a
"Board of Directors," and any member of said Board shall be styled as a
"Director."

The number of members constituting the first Board of Directors of
the corporation is one; and the name and street address, either residence or
business, of said member is as follows:

Name Address
---- -------
Steven F. Deli 150 South Wacker Drive
Suite 2900
Chicago, Illinois 60606

The number of directors of the corporation may be increased or
decreased in the manner provided in the Bylaws of the corporation; provided,
that the number of directors shall never be less than one. In the interim
between elections of directors by stockholders entitled to vote, all
vacancies, including vacancies caused by an increase in the number of
directors and including vacancies resulting from the removal of directors by
the stockholders entitled to vote

<PAGE>

which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum.

FIFTH: The name and street address, either residence or business,
of the incorporator signing these Articles of Incorporation are as follows:

Name Address
---- -------
Jon R. Lind 227 West Monroe Street, Ste. 5500
Chicago, IL 60606

SIXTH: The corporation shall have perpetual existence.

SEVENTH: The personal liability of the directors and officers of
the corporation is hereby eliminated to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended
and supplemented.

EIGHTH: The corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of Nevada, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said Law from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
Law, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such person.

NINTH: The corporation may engage in any lawful activity for which
corporations may be organized under the Nevada General Corporation Act.

TENTH: The corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

-2-
<PAGE>

IN WITNESS WHEREOF, I do hereby execute these Articles of
Incorporation on October 26, 1992.

/s/ Jon R. Lind
-------------------------
Jon R. Lind

STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )

On this 26th day of October, 1992, personally appeared before me, a
Notary Public in and for the State and County aforesaid, Jon R. Lind, known
to me to be the person described in and who executed the foregoing Articles
of Incorporation, and who acknowledged to me that he executed the same freely
and voluntarily and for the uses and purposes therein mentioned.

WITNESS my hand and official seal, the day and year first above
written.

/s/ Carolyn M. O'Leary
-------------------------
Notary Public

My commission expires: 12/31/95

-3-
<PAGE>

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

(After Issuance of Stock)

Eagle Credit Corporation of Nevada
----------------------------------------------
Name of Corporation

We the undersigned Michael G. Case and Donal Hummer Jr. of
------------------------ -----------------
President or Vice President Secretary or Assistant Secretary

Eagle Credit Corporation of Nevada hereby certify:
- ---------------------------------------------------
Name of Corporation

That the Board of Directors of said corporation at a meeting duly

convened, held on the 5th day of January, 1995 adopted a resolution to amend

the original articles as follows:

Article I hereby amended to read as follows:

"The name of the corporation is Eaglemark Nevada, Inc."

The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 1,000, that the said
change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

/s/ Michael G. Case
--------------------------------------
President or Vice President

/s/ Donal Hummer, Jr.
--------------------------------------
Secretary or Assistant Secretary

STATE OF NEVADA )
) SS.
COUNTY OF CARSON CITY )

On January 11, 1995, personally appeared before me, a Notary Public,
MICHAEL G. CASE AND DONAL HUMMER, JR. who acknowedged that they executed the
above instrument.

/s/ Joan L. James
-----------------------------------
Signature of Notary
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

(After Issuance of Stock)

Eaglemark Nevada, Inc.
----------------------------------------------
Name of Corporation

We the undersigned Michael G. Case and Donal Hummer Jr. of
------------------------ -----------------
President or Vice President Secretary or Assistant Secretary

Eagle Credit Corporation of Nevada hereby certify:
- ---------------------------------------------------
Name of Corporation

That the Board of Directors of said corporation at a meeting duly

convened, held on the 15th day of May, 1995 adopted a resolution to amend the

original articles as follows:

Article I hereby amended to read as follows:

"The name of the corporation is Eaglemark, Inc."

/s/ Michael G. Case
--------------------------------------
President or Vice President

/s/ Donal Hummer, Jr.
--------------------------------------
Secretary or Assistant Secretary

STATE OF NEVADA )
) SS.
COUNTY OF CARSON CITY )

On June 21, 1995, personally appeared before me, a Notary Public,
MICHAEL G. CASE AND DONAL HUMMER, JR., who acknowledged that they executed
the above instrument.

/s/ Alison Happe
--------------------------------------

-5-
<PAGE>
Signature of Notary

-6-

<PAGE>
Exhibit 3.2

BY-LAWS
-------

EAGLE CREDIT CORPORATION OF NEVADA
----------------------------------

ARTICLE I
---------

OFFICES
-------

Section I.1. REGISTERED OFFICE. The registered office of the
Corporation shall be maintained at 502 East John Street, Carson City, Nevada
89706 and the registered agent in charge thereof is The Prentice-Hall
Corporation System, Nevada, Inc.

Section I.2. OTHER OFFICES. The Corporation may also have an office
in the City of Carson City, State of Nevada and also offices at such other
places as the Board of Directors may from time to time determine or the business
of the Corporation may require.

ARTICLE II
----------

STOCKHOLDERS' MEETING
---------------------

Section II.1. PLACE OF MEETINGS. All meetings of the stockholders,
whether annual or special, shall be held at the offices of the corporation in
Carson City, Nevada or at such other place as may be fixed from time to time by
the Board of Directors.

Section II.2. ANNUAL MEETINGS. An annual meeting of the
stockholders, commencing with the year 1993, shall be held on the second Monday
in November in each year, but if a legal holiday then on the next secular day
following, at 10:00 a.m., at which they shall elect a Board of Directors, and
transact such other business as may properly be brought before the meeting.

Section II.3. NOTICE OF MEETING. Written notice of the annual
meeting stating the place, date and hour of the meeting, shall be given not less
than ten or more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

Section II.4. STOCKHOLDERS' LIST. At least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at said meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares

<PAGE>

registered in the name of each stockholder, shall be prepared by the
Secretary. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

Section II.5. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called by the President
and shall be called by the Secretary at the request of a majority of the
Board of Directors, or at the request in writing of stockholders owning at
least a majority of the number of shares of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

Section II.6. NOTICE OF SPECIAL MEETINGS. Written notice of a
special meeting, stating the place, date and hours of the meeting and the
purpose or purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

Section II.7. QUORUM. The holders of a majority of the shares
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as
otherwise provided by statute, by the Articles of Incorporation or by these
By-Laws. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholder entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, of the place, date and hour of the adjourned meeting, until a quorum
shall again be present or represented by proxy. At the adjourned meeting at
which a quorum shall be present or represented by proxy, the corporation may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment, a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section II.8. VOTING. When a quorum is present at any meeting,
and subject to the provisions of the General Corporation Law of the State of
Nevada, the Articles of Incorporation or by these By-Laws in respect of the
vote that shall be required for a specified action, the vote of the holders
of a majority of the shares having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes
or of the Articles of Incorporation or of these By-Laws, a different vote is
required in which case such express provision shall govern and control the
decision of such question. Each stockholder shall have

<PAGE>

one vote for each share of stock having voting power registered in his name
on the books of the corporation, except as otherwise provided in the Articles
of Incorporation.

Section II.9. PROXIES. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act
for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.

Section II.10. UNANIMOUS CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action by any provisions of the statutes or
of the Articles of Incorporation or these By-Laws, the meeting, notice of the
meeting, and vote of stockholders may be dispensed with if all the
stockholders who would have been entitled to vote upon the action, if such
meeting were held, shall consent in writing to such corporate action being
taken.

ARTICLE III
-----------

DIRECTORS
---------

Section III.1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the corporation and do all such acts and
things as are not by the General Corporation Law of the State of Nevada nor by
the Articles of Incorporation nor by these By-Laws directed or required to be
exercised or done by the stockholders.

Section III.2. NUMBER OF DIRECTORS. The number of directors which
shall constitute the whole Board shall be one (1). The director shall be
elected at the annual meeting of the stockholders, and shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal.

Section III.3. VACANCIES. If the office of the director becomes
vacant by reason of death, resignation, retirement disqualification, removal
from office, or otherwise, or a new directorship is created, the holders of a
plurality of shares issued and outstanding and entitled to vote in elections of
directors, shall choose a successor or successors, or a director to fill the
newly created directorship, who shall hold office for the unexpired term or
until the next election of directors.

Section III.4. PLACE OF MEETINGS. The Board of Directors may
hold its meetings outside of the State of Nevada, at the office of the
corporation or at such other places as they may from time to time determine,
or as shall be fixed in the respective notices or waivers of notice of such
meetings.

<PAGE>

Section III.5. COMMITTEES OF DIRECTORS. The Board of Directors
may, by resolution or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee,
to the extent provided in the resolution of the Board of Directors, shall
have and may exercise all the powers and authority of the Board of Directors
in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power of authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or
a revocation of a dissolution, or amendment to the By-Laws, of the
corporation; and, unless the resolution, By-Laws, or Articles of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. The
committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required.

Section III.6. COMPENSATION OF DIRECTORS. Directors, as such, may
receive such stated salary for their services and/or such fixed sums and
expenses of attendance for attendance at each regular or special meeting of the
Board of Directors as may be established by resolution of the Board; provided
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

Section III.7. ANNUAL MEETING. The annual meeting of the Board of
Directors shall be held within ten days after the annual meeting of the
stockholders in each year. Notice of such meeting, unless waived, shall be
given by mail or telegram to each director elected at such annual meeting, at
his address as the same may appear on the records of the corporation, or in the
absence of such address, at his residence or usual place of business, at least
three days before the day on which such meeting is to be held. Said meeting may
be held at such place as the Board may fix from time to time or as may be
specified or fixed in such notice or waiver thereof.

Section III.8. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time on the call of the President or at the request
in writing of at least 40% of the directors. Notice of any such meeting, unless
waived, shall be given by mail or telegram to each director at his address as
the same appears on the records of the corporation not less than one day prior
to the day on which such meeting is to be held if such notice is by telegram,
and not less than two days prior to the day on which the meeting is to be held
if such notice is by mail. If the Secretary shall fail or refuse to give such
notice, then the notice may be given by the officer or

<PAGE>

any one of the directors making the call. Any such meeting may be held at
such place as the Board may fix from time to time or as may be specified or
fixed in such notice or waiver thereof. Any meeting of the Board of
Directors shall be a legal meeting without any notice thereof having been
given, if all the directors shall be present thereat, and no notice of a
meeting shall be required to be given to any directors who shall attend such
meeting.

Section III.9. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if a written consent to such action is
signed by all members of the Board of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors.

Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.

Section III.10. QUORUM AND MANNER OF ACTING. Except as otherwise
provided in these By-Laws, a majority of the total number of directors as at the
time specified by the By-Laws shall constitute a quorum at any regular or
special meeting of the Board of Directors. Except as otherwise provided by
statute, by the Articles of Incorporation or by these By-Laws, the vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum, a
majority of the directors present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given, except that notice shall be given to all directors if the adjournment is
for more than thirty days.

ARTICLE IV
----------

OFFICERS
--------

Section IV.1. EXECUTIVE OFFICERS. The executive officers of the
corporation shall be a President, such number of Vice Presidents, if any, as the
Board of Directors may determine, a Secretary and a Treasurer. One person may
hold any number of said offices.

Section IV.2. ELECTION, TERM OF OFFICE AND ELIGIBILITY. The
executive officers of the corporation shall be elected annually by the Board of
Directors at its annual meeting or at a special meeting held in lieu thereof.
Each officer, except such officers as may be appointed in accordance with the
provisions of Section 4.3, shall hold office until his successor shall have been
duly chosen and qualified or until his death, resignation or removal. None of
the officers need be members of the Board.

<PAGE>

Section IV.3. SUBORDINATE OFFICERS. The Board of Directors may
appoint such Assistant Secretaries, Assistant Treasurers, Controller and other
officers, and such agents as the Board may determine, to hold office for such
period and with such authority and to perform such duties as the Board may from
time to time determine. The Board may, by specific resolution, empower the
chief executive officer of the corporation or the Executive Committee to appoint
any such subordinate officers or agents.

Section IV.4. REMOVAL. The President, any Vice President, the
Secretary and/or the Treasurer may be removed at any time, either with or
without cause, but only by the affirmative vote of the majority of the total
number of directors as at the time specified by the By-Laws. Any subordinate
officer appointed pursuant to Section 4.3 may be removed at any time, either
with or without cause, by the majority vote of the directors present at any
meeting of the Board or by any committee or officer empowered to appoint such
subordinate officers.

Section IV.5. THE PRESIDENT. The President shall be the chief
executive officer of the corporation. He shall have executive authority to see
that all orders and resolutions of the Board of Directors are carried into
effect and, subject to the control vested in the Board of Directors by statute,
by the Articles of Incorporation, or by these By-Laws, shall administer and be
responsible for the management of the business and affairs of the corporation.
He shall preside at all meetings of the stockholders and the Board of Directors;
and in general shall perform all duties incident to the office of the President
and such other duties incident to the office of the President and such other
duties as from time to time may be assigned to him by the Board of Directors.

Section IV.6. THE VICE PRESIDENTS. In the event of the absence or
disability of the President, each Vice President, in the order designated, or in
the absence of any designation, then in the order of their election, shall
perform the duties of the President. The Vice Presidents shall also perform
such other duties as from time to time may be assigned to the them by the Board
of Directors or by the chief executive officer of the corporation.

Section IV.7. THE SECRETARY. The Secretary shall:

(a) Keep the minutes of the meetings of the stockholders and of
the Board of Directors;

(b) See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law;

(c) Be custodian of the records and of the seal of the
corporation and see that the seal or a facsimile or equivalent thereof
is affixed to or reproduced on all documents, the execution of which
on behalf of the corporation under its seal is duly authorized;

<PAGE>

(d) Have charge of the stock record books of the corporation;

(e) In general, perform all duties incident to the office of
Secretary, and such other duties as are provided by these By-Laws and
as from time to time are assigned to him by the Board of Directors or
by the chief executive officer of the corporation.

Section 4.7 THE ASSISTANT SECRETARIES. If one or more Assistant
Secretaries shall be appointed pursuant to the provisions of Section 4.3
respecting subordinate officers, then, at the request of the Secretary, or in
his absence or disability, the Assistant Secretary designated by the Secretary
(or in the absence of such designations, then any one of such Assistant
Secretaries) shall perform the duties of the Secretary and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary.

Section IV.8. THE TREASURER. The Treasurer shall:

(a) Receive and be responsible for all funds of and securities
owned or held by the corporation and, in connection therewith, among
other things: keep or cause to be kept full and accurate records and
accounts for the corporation; deposit or cause to be deposited to the
credit of the corporation all moneys, funds and securities so received
in such bank or other depositary as the Board of Directors or an
officer designated by the Board may from time to time establish; and
disburse or supervise the disbursement of the funds of the corporation
as may be properly authorized.

(b) Render to the Board of Directors at any meeting thereof, or
from time to time when ever the Board of Directors or the chief
executive officer of the corporation may require, financial and other
appropriate reports on the condition of the corporation;

(c) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors or by the chief executive officer of
the corporation.

Section IV.9. THE ASSISTANT TREASURERS. If one or more Assistant
Treasurers shall be appointed pursuant to the provisions of Section 4.3
respecting subordinate officers, then, at the request of the Treasurer, or in
his absence or disability, the Assistant Treasurer designated by the Treasurer
(or in the absence of such designation, then any one of such Assistant
Treasurers) shall perform all the duties of the Treasurer and when so acting
shall have all the powers of and be subject to all the restrictions upon, the
Treasurer.

<PAGE>

Section IV.10. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

Section IV.11. BONDS. If the Board of Directors or the chief
executive officer shall so require, any officer or agent of the corporation
shall give bond to the corporation in such amount and with such surety as the
Board of Directors or the chief executive officer, as the case may be, may deem
sufficient, conditioned upon the faithful performance of their respective duties
and offices.

Section IV.12. DELEGATION OF DUTIES. In case of the absence of any
officer of the corporation or for any other reason which may seem sufficient to
the Board of Directors, the Board of Directors may, for the time being, delegate
his powers and duties, or any of them, to any other officer or to any director.

ARTICLE V
---------

SHARES OF STOCK
---------------

Section V.1. REGULATION. Subject to the terms of any contract of
the corporation, the Board of Directors may make such rules and regulations as
it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the stock of the corporation, including the issue of
new certificates for lost, stolen or destroyed certificates, and including the
appointment of transfer agents and registrars.

Section V.2. STOCK CERTIFICATES. Certificates for shares of the
stock of the corporation shall be respectively numbered serially for each class
of stock, or series thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the President or a
Vice President, and by the Secretary or Treasurer, or an Assistant Secretary or
an Assistant Treasurer, provided that such signatures may be facsimiles on any
certificate countersigned by a transfer agent other than the corporation or its
employee. Each certificate shall exhibit the name of the corporation, the class
(or series of any class) and number of shares represented thereby, and the name
of the holder. Each certificate shall be otherwise in such form as may be
prescribed by the Board of Directors.

Section V.3. RESTRICTION ON TRANSFER OF SECURITIES. A restriction
on the transfer or registration of transfer of securities of the corporation may
be imposed either by the Articles of Incorporation or by these By-Laws or by an
agreement among any number of security holders or among such holders and the
corporation. No restriction so imposed shall be binding with respect to
securities issued prior to the adoption of the restriction unless the holders of
the securities are parties to an agreement or voted in favor of the restriction.

<PAGE>

A restriction on the transfer of securities of the corporation is
permitted by this Section if it:

(a) Obligates the holder of the restricted securities to offer to the
corporation or to any other holders of securities of the corporation or to
any other person or to any combination of the foregoing a prior
opportunity, to be exercised within a reasonable time, to acquire the
restricted securities; or

(b) Obligates the corporation or any holder of securities of the
corporation or any other person or any combination of the foregoing to
purchase the securities which are the subject of an agreement respecting
the purchase and sale of the restricted securities; or

(c) Requires the corporation or the holders of any class of
securities of the corporation to consent to any proposed transfer of the
restricted securities or to approve the proposed transferee of the
restricted securities; or

(d) Prohibits the transfer of the restricted securities to designated
persons or classes of persons; and such designation is not manifestly
unreasonable; or

(e) Restricts transfer or registration of transfer in any other
lawful manner.

Unless noted conspicuously on the security, a restriction, even though
permitted by this Section, is ineffective except against a person with actual
knowledge of the restriction.

Section V.4. TRANSFER OF SHARES. Subject to the restrictions
permitted by Section 5.3, shares of the capital stock of the corporation shall
be transferable on the books of the corporation by the holder thereof in person
or by his duly authorized attorney, upon the surrender or cancellation of a
certificate or certificates for a like number of shares. As against the
corporation, a transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the corporation shall be
entitled to treat the registered holder of any share as the owner thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the statutes of the State
of Nevada.

Section V.5. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. (a) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding

<PAGE>

the day on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; providing, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the General Corporation Law of the State of
Nevada, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of Nevada, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings by stockholders are
recorded. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by the General Corporation Law of the State of
Nevada, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution
taking such prior action.

(c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights
in respect to any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed, the record date
for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

Section V.6. LOST CERTIFICATE. Any stockholder claiming that a
certificate representing shares of stock has been lost, stolen or destroyed
may make an affidavit or affirmation of the fact and, if the Board of
Directors so requires, advertise the same in a manner designated by the
Board, and give the corporation a bond of indemnity in form and with security
for an amount satisfactory to the Board (or an officer or officers designated
by the Board), whereupon a new certificate may be issued of the same tenor
and representing the same number, class and/or series of shares as were
represented by the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VI
----------

10
<PAGE>

BOOKS AND RECORDS
-----------------

Section VI.1. LOCATION. The books, accounts and records of the
corporation may be kept at such place or places within or without the State of
Nevada as the Board of Directors may from time to time determine.

Section VI.2. INSPECTION. The books, accounts, and records of the
corporation shall be open to inspection by any member of the Board of Directors
at all times; and open to inspection by the stockholders at such times, and
subject to such regulations as the Board of Directors may prescribe, except as
otherwise provided by statute.

Section VI.3. CORPORATION SEAL. The corporation seal shall contain
two concentric circles between which shall be the name of the corporation and
the word "Nevada" and in the center shall be inscribed the words "Corporate
Seal."

ARTICLE VII
-----------

DIVIDENDS AND RESERVES
----------------------

Section VII.1. DIVIDENDS . The Board of Directors of the
corporation, subject to any restrictions contained in the Articles of
Incorporation and other lawful commitments of the corporation, may declare
and pay dividends upon the shares of its capital stock either out of the
surplus of the corporation, as defined in and computed in accordance with the
General Corporation Law of the State of Nevada, or in case there shall be no
such surplus, out of the net profits of the corporation for the fiscal year
in which the dividend is declared and/or the preceding fiscal year. If the
capital of the corporation, computed in accordance with the General
Corporation Law of the State of Nevada, shall have been diminished by
depreciation in the value of its property, or by losses, or otherwise, to an
amount less than the aggregate amount of the capital represented by the
issued and outstanding stock of all classes having a preference upon the
distribution of assets, the Board of Directors of the corporation shall not
declare and pay out of such net profits any dividends upon any shares of any
classes of its capital stock until the deficiency in the amount of capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets shall have been repaired.

Section VII.2. RESERVES. The Board of Directors of the
corporation may set apart, out of any of the funds of the corporation
available for dividends, a reserve or reserves for any proper purpose and may
abolish any such reserve.

ARTICLE VIII
------------

MISCELLANEOUS PROVISIONS
------------------------

<PAGE>

Section VIII.1. FISCAL YEAR. The fiscal year of the corporation
shall end on the _____ day of _____________ of each year.

Section VIII.2. DEPOSITORIES. The Board of Directors or an
officer designated by the Board shall appoint banks, trust companies, or
other depositories in which shall be deposited from time to time the money or
securities of the corporation.

Section VIII.3. CHECKS, DRAFTS AND NOTES. All checks, drafts, or
other orders for the payment of money and all notes or other evidence or
indebtedness issued in the name of the corporation shall be signed by such
officer or officers or agent or agents as shall from time to time be
designated by resolution of the Board of Directors or by an officer appointed
by the Board.

Section VIII.4. CONTRACTS AND OTHER INSTRUMENTS. The Board of
Directors may authorize any officer, agent or agents to enter into any
contract or execute and deliver any instrument in the name and on behalf of
the corporation and such authority may be general or confined to specific
instances.

Section VIII.5. NOTICES. Whenever under the provisions of the
statutes or of the Articles of Incorporation or of these By-Laws notice is
required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, by depositing the same in post office or letter box, in a postpaid
sealed wrapper, or by delivery to a telegraph company, addressed to such
director or stockholder at such address as appears on the records of the
corporation, or, in default of other address, to such director or stockholder
at the General Post Office in the City of Carson City, Nevada, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed or delivered to a telegraph company.

Section VIII.6. WAIVERS OF NOTICE. Whenever any notice is
required to be given under the provisions of the statutes or of the Articles
of Incorporation or of these By-Laws, a waiver thereof in writing signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice.

Section VIII.7. STOCK IN OTHER CORPORATIONS. Any shares of stock
in any other corporation which may be from time to time be held by this
corporation may be represented and voted at any meeting of shareholders of
such corporation by the President or a Vice President, or by any other person
or persons thereunto authorized by the Board of Directors, or by any proxy
designated by written instrument of appointment executed in the name of this
corporation by its

<PAGE>

President or a Vice President. Shares of stock belonging to the corporation
need not stand in the name of the corporation, but may be held for the
benefit of the corporation in the individual name of the Treasurer of any
other nominee designated for the purpose by the Board of Directors.
Certificates for shares so held for the benefit of the corporation shall be
endorsed in blank or have proper stock powers attached so that said
certificates are at all times in due form for transfer, and shall be held for
safekeeping in such manner as shall be determined from time to time by the
Board of Directors.

Section VIII.8. AMENDMENT OF BY-LAWS. The stockholders, by the
affirmative vote of the holders of a majority of the stock issued and
outstanding and having voting power may, at any annual or special meeting if
notice of such alteration or amendment of the By-Laws is contained in the
notice of such meeting, adopt, amend, or repeal these By-Laws, and
alterations or amendments of By-Laws made by the stockholders shall not be
altered or amended by the Board of Directors.

The Board of Directors, by the affirmative vote of a majority of
the whole Board, may adopt, amend, or repeal these By-Laws at any meeting,
except as provided in the above paragraph. By-Laws made by the Board of
Directors may be altered or repealed by the stockholders.