EAGLEMARK INC, 424B5, 1999-04-13

EAGLEMARK INC
424B5, 1999-04-13
ASSET-BACKED SECURITIES

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<PAGE>
THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT RELATE TO THE REGISTRATION STATEMENT
UNDER FILE NO. 333-62849 AND ARE BEING FILED PURSUANT TO RULE 424(b)(5) OF THE
SECURITIES ACT OF 1933.

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 13, 1998

$127,000,000 5.25% HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES, CLASS A-1
$56,300,000 5.52% HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES, CLASS A-2
$11,700,000 6.71% HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED CERTIFICATES
HARLEY-DAVIDSON EAGLEMARK MOTORCYCLE TRUST 1999-1
ISSUER
EAGLEMARK, INC.
SELLER AND SERVICER
EAGLEMARK CUSTOMER FUNDING CORPORATION-IV
TRUST DEPOSITOR
------------------

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-15 HEREOF AND ON PAGE 13
OF THE PROSPECTUS.

The Notes will represent obligations of, and the Certificates will represent
interests in, the Harley-Davidson Eaglemark Motorcycle Trust 1999-1 only, and
will not represent obligations of or interests in Eaglemark Financial Services,
Inc., Eaglemark, Inc., Eaglemark Customer Funding Corporation-IV,
Harley-Davidson, Inc. or any of their respective affiliates. This Prospectus
Supplement may be used to offer and sell the Notes and Certificates only if
accompanied by the Prospectus.
------------------------

The Trust will issue Notes and Certificates as described below:

<TABLE>
<CAPTION>
HARLEY-DAVIDSON HARLEY-DAVIDSON HARLEY-DAVIDSON
MOTORCYCLE CONTRACT MOTORCYCLE CONTRACT MOTORCYCLE
BACKED CLASS A-1 BACKED CLASS A-2 CONTRACT BACKED
NOTES NOTES CERTIFICATES TOTAL
--------------------- --------------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Principal Amount.......... $127,000,000 $56,300,000 $11,700,000 $195,000,000.00
Interest Rate/
Pass-Through
Rate.................... 5.25% 5.52% 6.71%
Frequency of Scheduled
Payments................ Monthly Monthly Monthly
Date of First
Scheduled Payment....... May 17, 1999 May 17, 1999 May 17, 1999
Underwriters' Discounts
and Commissions......... 0.210% 0.270% 0.585% $ 487,155.00
Price to Public........... 99.99416% 99.98725% 99.99861% $ 194,985,242.32
Net Proceeds to the Trust
(1)(2).................. 99.78416% 99.71725% 99.41361% $ 194,498,087.32
</TABLE>

- ------------------------
(1) Plus accrued interest, if any, from April 16, 1999.

(2) Before deducting expenses, estimated to be $250,000.

The underwriters named below will offer these securities to the public at
the price to public set forth above and they will receive the discount listed
above.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES OR CERTIFICATES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SALOMON SMITH BARNEY FIRST UNION CAPITAL MARKETS

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 8, 1999.
<PAGE>

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
The Issuer or the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Seller and Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Trust Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Offered Notes and
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
The Contracts and Other Assets of the Trust . . . . . . . . . . . . . . . . .S-7
The Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-7
Terms of the Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-7
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .S-7
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-7
Principal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-8
Optional Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . .S-8
Mandatory Special Redemption . . . . . . . . . . . . . . . . . . . . . .S-8
Terms of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . .S-8
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .S-8
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-9
Principal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-9
Optional Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . . .S-9
Security for the Notes and Certificates . . . . . . . . . . . . . . . . . . S-10
The Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Pre-Funding Account. . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Interest Reserve Account . . . . . . . . . . . . . . . . . . . . . . . S-11
Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-12
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-12
Mandatory Repurchase by the Trust Depositor . . . . . . . . . . . . . . . . S-12
Security Interests and Other Aspects of the Contracts . . . . . . . . . . . S-13
Servicing Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
Tax Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
ERISA Considerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Reinvestment Risk Associated with the Pre-Funding Account.. . . . . . . . . S-15
The Trust Depositor and Seller Do Not Have Any Obligations to You Except As
Described Below. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Certificates are Subordinated to the Notes. . . . . . . . . . . . . . . . . S-15
The Trust Assets are Limited. . . . . . . . . . . . . . . . . . . . . . . . S-16
Future Delinquency and Loan Loss Experience with Motorcycle Contracts Not
Predicted by Past Performance. . . . . . . . . . . . . . . . . . . . . S-16
Security Interests and Other Aspects of the Contracts.. . . . . . . . . . . S-16
Limited Liquidity.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Company Bankruptcy Considerations.. . . . . . . . . . . . . . . . . . . . . S-16
Yield and Prepayment Considerations.. . . . . . . . . . . . . . . . . . . . S-16
Tax Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Risk of Commingling.. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Year 2000.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
FORMATION OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17

S-2
<PAGE>

The Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
HARLEY-DAVIDSON MOTORCYCLES. . . . . . . . . . . . . . . . . . . . . . . . . . . S-26
YIELD AND PREPAYMENT CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . S-26
EAGLEMARK FINANCIAL SERVICES, INC.;
EAGLEMARK, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
Eaglemark Financial Services, Inc. . . . . . . . . . . . . . . . . . . . . S-27
Eaglemark, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
EAGLEMARK CUSTOMER FUNDING CORPORATION-IV. . . . . . . . . . . . . . . . . . . . S-27
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
Payments of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
Payments of Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . S-28
Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-28
Mandatory Redemption Following the Funding Period . . . . . . . . . . . . . S-28
The Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . S-29
Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-29
DESCRIPTION OF THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . S-29
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-29
Distributions of Interest . . . . . . . . . . . . . . . . . . . . . . . . . S-29
Distributions of Principal. . . . . . . . . . . . . . . . . . . . . . . . . S-30
Optional Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
Mandatory Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES . . . . . . . . . . . . S-30
Form, Exchange, Registration and Title. . . . . . . . . . . . . . . . . . . S-30
Conveyance of Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . S-33
The Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-36
Determination of Outstanding Principal Balances . . . . . . . . . . . . . . S-39
Distributions on the Notes and Certificates . . . . . . . . . . . . . . . . S-39
Payment Priorities of the Notes and the Certificates. . . . . . . . . . . . S-40
Payments from the Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . S-41
Statements to Noteholders and Certificateholders. . . . . . . . . . . . . . S-41
Voting Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-42
Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-43
List of Noteholders and Certificateholders. . . . . . . . . . . . . . . . . S-44
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-45
Payment in Full of Notes. . . . . . . . . . . . . . . . . . . . . . . . . . S-45
The Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-45
Duties of the Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . S-46
Trust Depositor Liability . . . . . . . . . . . . . . . . . . . . . . . . . S-46
Administration Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . S-46
Collection and Other Servicing Procedures . . . . . . . . . . . . . . . . . S-47
Servicing Compensation and Payment of Expenses. . . . . . . . . . . . . . . S-47
Individual Motorcycle Insurance . . . . . . . . . . . . . . . . . . . . . . S-47
Evidence as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . S-48
Events of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . S-48
Rights upon an Event of Termination . . . . . . . . . . . . . . . . . . . . S-49
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-49
SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS;
REPURCHASE OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . S-49
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-49
Security Interests in the Motorcycles . . . . . . . . . . . . . . . . . . . S-50
Enforcement of Security Interests in Motorcycles. . . . . . . . . . . . . . S-51

S-3
<PAGE>

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-51
Repurchase Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . S-51
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . . . . S-52
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-52
Tax Characterization of the Trust and the Notes . . . . . . . . . . . . . . S-52
General Tax Treatment of a Holder of a Note . . . . . . . . . . . . . . . . S-53
General Tax Treatment of a Holder of a Certificate. . . . . . . . . . . . . S-53
ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-53
The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-53
Prohibited Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . S-54
The Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-54
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-54
RATINGS OF THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-56
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-56
REPORTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS. . . . . . . . . . . . . . . . . . S-56
ANNEX I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-58
GLOSSARY OF TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-62

PROSPECTUS

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
SUMMARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
HARLEY-DAVIDSON MOTORCYCLES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
OTHER MANUFACTURERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
WEIGHTED AVERAGE LIFE OF THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . 21
POOL FACTORS AND TRADING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 21
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
EAGLEMARK FINANCIAL SERVICES, INC.; EAGLEMARK, INC.;
AND THE TRUST DEPOSITORS. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
DESCRIPTION OF THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . 27
CERTAIN INFORMATION REGARDING THE SECURITIES . . . . . . . . . . . . . . . . . . . 28
DESCRIPTION OF THE TRANSFER AND SALE AGREEMENTS. . . . . . . . . . . . . . . . . . 35
DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . 37
CERTAIN LEGAL ASPECTS OF THE CONTRACTS . . . . . . . . . . . . . . . . . . . . . . 46
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . . . . . 50
OWNER TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
GRANTOR TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
TAX TREATMENT OF A FASIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
CERTAIN STATE TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . . . 61
ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

S-4
<PAGE>

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the Notes and Certificates in two
separate documents -- this Prospectus Supplement and the accompanying
Prospectus. The Prospectus provides general information, some of which may not
apply to the Notes or Certificates, and the Prospectus Supplement provides
specific information relating to the terms of the Notes and Certificates. TO
THE EXTENT THAT ANY STATEMENTS IN THE PROSPECTUS SUPPLEMENT DIFFER FROM OR
MODIFY STATEMENTS IN THE PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THIS
PROSPECTUS SUPPLEMENT.

We include cross-references in this Prospectus Supplement and the
accompanying Prospectus to captions in these materials where you can find
further related discussions. The Table of Contents beginning on page S-2 of
this Prospectus Supplement provides pages on which these captions are located.

You can find a glossary of the principal capitalized terms used in this
Prospectus Supplement beginning on page S-62 of this Prospectus Supplement.
Additionally, you can find a listing of the pages where principal capitalized
terms used in the accompanying Prospectus are defined under an Index of Terms
beginning on page 64 of the Prospectus.

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, to
such investor a paper copy of the Prospectus Supplement and Prospectus.

The underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes and Certificates. Such transactions may
include stabilizing and the purchase of the Notes and Certificates to cover
syndicate short positions. For a description of these activities, see
"UNDERWRITING" herein.

S-5
<PAGE>

SUMMARY OF TERMS

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
SUPPLEMENT AND DOES NOT CONTAIN ALL THE INFORMATION THAT YOU NEED TO CONSIDER
IN MAKING AN INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF THE
OFFERING OF THE NOTES AND CERTIFICATES, YOU SHOULD READ THIS ENTIRE PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS BEFORE MAKING AN INVESTMENT
DECISION.

The Issuer or the Trust . . Harley-Davidson Eaglemark Motorcycle Trust 1999-1.
The Trust's principal offices will be in
care of Wilmington Trust Company, as Owner
Trustee, at its Corporate Trust Office, 1100
North Market Street, Wilmington, Delaware 19890;
telephone (302) 651-1000.

Seller and Servicer . . . . Eaglemark, Inc., a 100% owned subsidiary of
Eaglemark Financial Services, Inc.

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

Owner Trustee . . . . . . . Wilmington Trust Company, a Delaware banking
corporation, will be the Owner Trustee for the
Trust.

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.

Offered Notes and
Certificates . . . . . . . The Harley-Davidson Eaglemark Motorcycle Trust
1999-1 is offering:

- $127,000,000 aggregate principal amount of
5.25% Harley-Davidson Motorcycle Contract Backed
Notes, Class A-1;

- $56,300,000 aggregate principal amount of
5.52% Harley-Davidson Motorcycle Contract Backed
Notes, Class A-2; and

- 6.71% Harley-Davidson Motorcycle Contract
Backed Certificates having an initial aggregate
certificate balance of $11,700,000.

The Notes represent indebtedness of the Trust
secured by the assets of the Trust (other than
the Certificate Distribution Account). The
Certificates represent fractional undivided
equity interests in the Trust.

The Notes and the Certificates will be issued in
minimum denominations of $1,000 and will be
available in book-entry form only. Noteholders
and Certificateholders will be able to receive
physical securities issued in registered form
only in the limited circumstances described
herein. See "CERTAIN INFORMATION REGARDING THE
NOTES AND CERTIFICATES -- FORM, EXCHANGE,
REGISTRATION AND TITLE" herein.

S-6
<PAGE>

The Contracts and Other
Assets of the Trust . . . . The property of the Trust will be a pool of
fixed-rate, simple interest, conditional sales
contracts relating to motorcycles manufactured
by Harley-Davidson, Inc. and a limited number of
motorcycles manufactured by Buell Motorcycle
Company, an affiliate of Harley-Davidson, Inc.
Such contracts were originated by the Seller
indirectly through Harley-Davidson motorcycle
dealers. Included in the Trust's assets are
security interests in the Harley-Davidson (and,
in certain limited instances, Buell) motorcycles
securing such Contracts and proceeds, if any,
from certain insurance policies with respect to
such motorcycles.

The Closing Date . . . . . On or about April 16, 1999.

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

A. Distribution Date Distributions of interest and principal 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) commencing May 17,
1999.

B. Interest . . . . . The Class A-1 Notes will bear interest at the
rate of 5.25% per annum on the outstanding
principal amount of the Class A-1 Notes. The
Class A-2 Notes will bear interest at the rate
of 5.52% per annum on the outstanding principal
amount of the Class A-2 Notes. On each
Distribution Date, payments of interest on the
Class A-1 Notes and Class A-2 Notes will be made
from available collections received on the
Contracts, and from certain other available
amounts as described herein, without priority of
payment between such classes, but in each case
prior to payment of interest on the
Certificates. See "CERTAIN INFORMATION
REGARDING THE NOTES AND CERTIFICATES --
DISTRIBUTIONS ON THE NOTES AND CERTIFICATES" and
"DESCRIPTION OF THE NOTES -- PAYMENTS OF
INTEREST" for a discussion of the determination
of the amounts available to pay 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 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.
However, the first interest period will begin on
and include the Closing Date and end on and
include May 14, 1999.

S-7
<PAGE>

C. Principal . . . . . On each Distribution Date, payments of principal
on the Class A-1 Notes and Class A-2 Notes will
be made from available collections received on
the Contracts, and from certain other available
amounts as described herein. Generally,
principal payments will be made first on the
Class A-1 Notes until the Class A-1 Notes have
been repaid in full, and thereafter on the Class
A-2 Notes until the Class A-2 Notes have been
repaid in full, and in each case prior to any
repayment of principal on the Certificates. See
"CERTAIN INFORMATION REGARDING THE NOTES AND
CERTIFICATES -- DISTRIBUTIONS ON THE NOTES AND
CERTIFICATES" and "DESCRIPTION OF THE NOTES --
PAYMENTS OF PRINCIPAL" for a discussion of the
determination of amounts available to pay
principal.

Holders of Class A-1 Notes are entitled to
receive payment of principal in full no later
than July 2003. Holders of Class A-2 Notes are
entitled to receive payment of principal in full
no later than February 2005. You should note,
however, that certain circumstances could cause
principal to be paid earlier or later, or in
reduced amounts. See "DESCRIPTION OF THE NOTES
-- OPTIONAL REDEMPTION," "DESCRIPTION OF THE
NOTES -- MANDATORY SPECIAL REDEMPTION" and "THE
NOTES -- EVENTS OF DEFAULT."

D. Optional
Redemption. . . . . In the event that the aggregate outstanding
principal balance of the Contracts owned by the
Trust declines to less than 10% of the sum of
(i) the aggregate outstanding principal balance
of the Contracts owned by the Trust as of the
Closing Date and (ii) the initial Pre-Funded
Amount, and the Seller, through the Trust
Depositor, has elected to purchase all of the
Contracts owned by the Trust, the Class A-2
Notes will be redeemed in whole, but not in
part. The redemption price will be 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
Special
Redemption. . . . . The Class A-1 Notes and Class A-2 Notes 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. The aggregate principal amount
of Class A-1 Notes and Class A-2 Notes to be
prepaid will generally be an amount equal to the
amount then on deposit in the Pre-Funding
Account allocated pro rata.

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

S-8
<PAGE>

B. Interest . . . . . The Certificates will accrue interest at the
rate of 6.71% per annum on the Certificate
Balance. The Certificate Balance will equal
$11,700,000 on the Closing Date and on any date
thereafter will be $11,700,000 minus all
distributions of principal previously made in
respect of the Certificates. Distributions of
interest on the Certificates will be
subordinated to payments of interest on the
Notes. See "CERTAIN INFORMATION REGARDING THE
NOTES AND CERTIFICATES -- DISTRIBUTIONS ON THE
NOTES AND CERTIFICATES" and "DESCRIPTION OF THE
CERTIFICATES -- DISTRIBUTIONS OF INTEREST" for a
discussion of the determination of amounts
available to pay interest.

Interest on the outstanding Certificate Balance
will accrue at the related interest rate 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.
However, the first interest period will begin on
and include the Closing Date and end on and
include May 14, 1999.

C. Principal . . . . . No principal will be paid on the Certificates
until the Distribution Date on which the
principal amounts of the Notes have been reduced
to zero. Payments of principal on the
Certificates will be made from available
collections on the Contracts, and from certain
other available amounts as described herein.
Each principal payment will be calculated to
reflect the reduction in the aggregate principal
balance of the Contracts. Distributions of
principal on the Certificates will be
subordinated to payments of principal on the
Notes. See "CERTAIN INFORMATION REGARDING THE
NOTES AND CERTIFICATES -- DISTRIBUTIONS ON THE
NOTES AND CERTIFICATES" and "THE CERTIFICATES --
DISTRIBUTIONS OF PRINCIPAL" for a discussion of
the determination of amounts available to pay
principal.

Holders of Certificates are entitled to receive
payment of principal in full no later than
January 2007. You should note, however, that
certain circumstances could cause principal to
be paid earlier or later, or in reduced amounts.
See "DESCRIPTION OF THE CERTIFICATES --OPTIONAL
PREPAYMENT" and "DESCRIPTION OF THE CERTIFICATES
-- MANDATORY PREPAYMENT."

D. Optional
Prepayment. . . . . In the event that the aggregate outstanding
principal balances of the Contracts owned by the
Trust declines to less than 10% of the sum of
(i) the aggregate outstanding principal balance
of the Contracts owned by the Trust as of the
Closing Date and (ii) the initial Pre-Funded
Amount, and the Seller, through the Trust
Depositor, has elected to purchase all of the
Contracts owned by the Trust, the Certificates
will be prepaid in whole, but not in part. The
repayment price will be equal to the Certificate
Balance plus accrued interest thereon at the
Certificate interest rate. See "DESCRIPTION OF
THE CERTIFICATES -- OPTIONAL PREPAYMENT."

S-9
<PAGE>

Security for the Notes and
Certificates . . . . . . . The principal security for the Notes and
Certificates will be as described below:

A. The Contracts . . . The Contracts sold to the Trust will be selected
from 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 the 50 states of the United States,
the District of Columbia and the U.S.
Territories. The final scheduled Distribution
Date on the Initial Contract with the latest
maturity will occur in March 2006. No Contract
(including any Subsequent Contract) will have a
scheduled maturity later than June 2006.
However, an Obligor can generally prepay its
Contract at any time without penalty.

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

<TABLE>
<S> <C>
Aggregate Principal Balance . . . . . . . . . . . . . . . $146,681,876.11
Number of Contracts . . . . . . . . . . . . . . . . . . . . . . . .12,566
Average Principal Balance . . . . . . . . . . . . . . . .$11,672.92
Weighted Average Annual Percentage
Rate ("APR"). . . . . . . . . . . . . . . . . . . . . . . . . . . 13.26%
(Range) . . . . . . . . . . . . . . . . . . . . . . . . . . .8.50-26.75%
Weighted Average Original Term (in months). . . . . . . . . . . . . 70.48
(Range) . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 to 84
Weighted Average Calculated Remaining Term (in months). . . . . . . 67.56
(Range) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 to 84
</TABLE>

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.
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 to the criteria
identified and described above and in "THE
CONTRACTS" herein.

S-10
<PAGE>

B. Reserve Fund . . . You will have certain limited protection against
losses in respect of the Contracts by the
establishment of an account, referred to as the
Reserve Fund.

The Reserve Fund Initial Deposit of $733,409.38
will be deposited into the Reserve Fund on the
Closing Date.

In addition, on each Subsequent Transfer Date,
0.50% of the balance of each Subsequent Contract
conveyed to the Trust will be deposited into the
Reserve Fund. On each Distribution Date, the
Reserve Fund will be supplemented by the deposit
of certain Excess Amounts up to the Specified
Reserve Fund Balance.

On each Distribution Date, the Reserve Fund
Available Amount will be paid to Noteholders and
Certificateholders in the event there is a
shortfall in interest and principal required to
be paid on the Notes or Certificates.

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 allocated and distributed to the Trust
Depositor. See "CERTAIN INFORMATION REGARDING
THE NOTES AND CERTIFICATES -- PAYMENT PRIORITIES
OF THE NOTES AND THE CERTIFICATES; THE RESERVE
FUND."

C. Pre-Funding
Account . . . . . . On the Closing Date, the Trust Depositor will
fund the Pre-Funding Account by depositing
$48,318,123.89. During the Funding Period, the
Pre-Funding Account will secure the Trust
Depositor's obligations to purchase and transfer
Subsequent Contracts to the Trust. The amount
in the Pre-Funding Account will be reduced by
the amount used to purchase Subsequent Contracts
from the Trust Depositor. The Trust Depositor
expects that the Pre-Funded Amount will be
reduced to less than $150,000 by the
Distribution Date occurring in July 1999. Any
Pre-Funded Amount remaining at the end of the
Funding Period will be paid to the Noteholders
as described above in "SUMMARY OF TERMS --
MANDATORY SPECIAL REDEMPTION."

D. Interest Reserve
Account . . . . . . On the Closing Date, the Trust Depositor will
fund the Interest Reserve Account by depositing
$349,347.14. The Interest Reserve Account will
provide additional funds for payment of Carrying
Charges. 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.

The Interest Reserve Account will be established
to account for the fact that the monthly
investment earnings on amounts in the Pre-
Funding Account (until such amounts have been
used to purchase Subsequent Contracts) are
expected to be less than the weighted average of
the interest payments on the Notes and the
Certificates, as well as the amount necessary to
pay 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
remaining in the Interest Reserve Account will
be released to the Trust Depositor.

S-11
<PAGE>

Ratings . . . . . . . . . . The Notes and Certificates must, prior to their
issuance, receive ratings from Standard & Poor's
Ratings Services, A Division of The McGraw-Hill
Companies, and Moody's Investors Service, Inc.
as set forth below:
<TABLE>
<CAPTION>
Standard & Poor's Moody's
----------------- -------
<S> <C> <C>
Class A-1 Notes AAA Aaa
Class A-2 Notes AAA Aaa
Certificates BBB Baa2
</TABLE>
See "RATINGS OF THE NOTES AND CERTIFICATES."

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
be entitled to reimbursement of its outstanding
advances on any Distribution Date by means of a
first priority withdrawal of certain funds then
held in the Collection Account. See "CERTAIN
INFORMATION REGARDING THE NOTES AND
CERTIFICATES--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 and which has not been cured, to
repurchase such Contract within two business
days prior to the first Determination Date after
the Trust Depositor becomes aware of such
breach. See "CERTAIN INFORMATION REGARDING THE
NOTES AND CERTIFICATES--CONVEYANCE OF
CONTRACTS."

S-12
<PAGE>

Security Interests and Other
Aspects of the Contracts . In connection with the establishment of the
Trust, as well as the assignment, conveyance and
transfer of Contracts (including Subsequent
Contracts) to the Trust and pledge to the
Indenture Trustee, security interests in the
motorcycles securing the Contracts have been (or
will be):

- 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 as defined therein and executed
thereunder);

- 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 as defined herein
and executed thereunder); and

- 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
securing the Contracts. 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. To
facilitate servicing and save administrative
costs, such documents will not be segregated
from other similar documents that are in the
Servicer's possession. However, the Contracts
will be stamped to reflect their conveyance and
assignment and pledge. If, however, through
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 relating to the Contracts will not
be amended or reissued to reflect the conveyance
and assignment of the Seller's security interest
in such motorcycles 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 will not have a perfected security
interest in such motorcycles in some states.
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
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 entered into a corresponding
obligation to repurchase such Contracts from
the Trust Depositor under the Transfer and Sale
Agreement and Subsequent Purchase Agreements.
See "SECURITY INTERESTS AND OTHER ASPECTS OF
THE CONTRACTS; REPURCHASE OBLIGATIONS."

S-13
<PAGE>

Servicing Fees . . . . . . The Servicer will be entitled to receive a
monthly servicing fee equal to 1/12th of 1% of
the principal balance of the Contracts. The
Servicer will also be entitled to receive any
extension fees or late payment penalty fees paid
by Obligors. All such fees will be paid to the
Servicer prior to any payments to the
Noteholders or the Certificateholders. See
"CERTAIN INFORMATION REGARDING THE NOTES AND
CERTIFICATES--SERVICING COMPENSATION AND PAYMENT
OF EXPENSES."

Tax Status . . . . . . . . In the opinion of Winston & Strawn, federal tax
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 "FEDERAL INCOME TAX CONSEQUENCES."

ERISA Considerations . . . Subject to the considerations discussed under
"ERISA CONSIDERATIONS" herein, 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,
(ii) individual retirement accounts and other
retirement plans subject to Section 4975 of the
Code or (iii) persons investing on behalf of, or
with assets of, such a plan or account.

S-14
<PAGE>

RISK FACTORS

REINVESTMENT RISK ASSOCIATED WITH THE PRE-FUNDING ACCOUNT. On the
Closing Date, the Trust Depositor will transfer $146,681.876.11 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 you. The Trust Depositor will transfer $48,318,123.89 pursuant to the
Agreement, into the Pre-Funding Account established and maintained in the
name of the Indenture Trustee on behalf of the Noteholders and
Certificateholders. Amounts in the Pre-Funding Account will be pledged to
the Indenture Trustee in order to 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 such initial deposit into the Pre-Funding
Account at or before the end of the Funding Period. There can be no
assurance that the Seller will continue to generate Contracts that satisfy
the criteria set forth in the Transfer and Sale Agreement and the Agreement
or the criteria described in "THE CONTRACTS" in this Prospectus Supplement.
See "RISK FACTORS -- SALES OF SUBSEQUENT CONTRACTS AND EFFECTS ON POOL
CHARACTERISTICS" in the Prospectus.

If the Seller fails to originate a principal amount of eligible Contracts
during the Funding Period which is at least equal to the amount initially
deposited into the Pre-Funding Account, the Trust Depositor may be unable to
acquire sufficient Subsequent Contracts to transfer to the Trust during the
Funding Period. As a result, the funds remaining in the Pre-Funding Account at
the end of the Funding Period may be used to prepay outstanding principal of the
Notes. The 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 amount remaining in the Pre-Funding Account
is less than $150,000 such amount shall be allocated solely to the holders of
the Class A-1 Notes. See also "RISK FACTORS -- REINVESTMENT RISK ASSOCIATED
WITH PRE-FUNDING ACCOUNTS AND COLLATERAL REINVESTMENT ACCOUNTS" in the
Prospectus. You should note 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. Therefore, you should expect that there will be at least a nominal
amount of principal prepaid to the holders of the Class A-1 Notes 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, as to the criteria described in
"THE CONTRACTS" below.

THE TRUST DEPOSITOR AND SELLER DO NOT HAVE ANY OBLIGATIONS TO YOU EXCEPT AS
DESCRIBED BELOW. Neither the Seller nor the Trust Depositor is generally
obligated to make any payments in respect of the Notes, Certificates or
Contracts. However, in connection with each conveyance of Contracts by the
Seller to the Trust Depositor and by the Trust Depositor to the Trust, the
Seller and the Trust Depositor 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 has any other obligations to
you (other than in respect of the transfer of Subsequent Contracts as described
herein). See also "RISK FACTORS -- TRUST'S RELATIONSHIP TO EAGLEMARK, THE TRUST
DEPOSITORS, AND THEIR AFFILIATES" and "-- RISKS ASSOCIATED WITH NON-RECOURSE
NATURE OF THE NOTES AND CERTIFICATES" in the Prospectus.

CERTIFICATES ARE SUBORDINATED TO THE NOTES. See "CERTAIN INFORMATION
REGARDING THE NOTES AND CERTIFICATES -- PAYMENT PRIORITIES OF THE NOTES AND
CERTIFICATES; RESERVE FUND." Distributions of interest on the Certificates will
be subordinated to payments of interest on the Notes, and distributions of
principal on the Certificates will be subordinated to payments of principal on
the Notes, each 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 that you assumed, the yield to maturity of
the Certificates you purchased may be lower than you anticipated.

S-15
<PAGE>

THE TRUST ASSETS ARE LIMITED. 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 Pre-Funding Account, the Interest
Reserve Account and the Reserve Fund. You 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.

FUTURE DELINQUENCY AND LOAN LOSS EXPERIENCE WITH MOTORCYCLE CONTRACTS NOT
PREDICTED BY PAST PERFORMANCE. 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. See "RISK FACTORS --
SOCIAL, ECONOMIC AND OTHER FACTORS AFFECTING THE PERFORMANCE OF THE CONTRACTS OR
GENERATION OF SUBSEQUENT CONTRACTS" in the Prospectus.

SECURITY INTERESTS AND OTHER ASPECTS OF THE CONTRACTS. See generally "RISK
FACTORS -- RISK OF UNPERFECTED SECURITY INTERESTS IN FINANCED MOTORCYCLES,"
"-- ADDITIONAL LEGAL LIMITS ON THE APPLICABLE TRUSTEE'S ABILITY TO REALIZE ON
ITS SECURITY INTEREST -- BANKRUPTCY LAWS" and "-- ADDITIONAL LEGAL LIMITS ON THE
APPLICABLE TRUSTEE'S ABILITY TO REALIZE ON ITS SECURITY INTEREST -- CONSUMER
PROTECTION LAWS" in the Prospectus.

LIMITED LIQUIDITY. There is currently no secondary market for the Notes
and Certificates offered hereby. The underwriters currently intend to make a
market in the Notes and Certificates, but they are 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 you with a liquid investment
or that it will continue while you own Notes or Certificates. As a result, you
may not be able to resell your Notes or Certificates prior to maturity.

COMPANY BANKRUPTCY CONSIDERATIONS. See generally "RISK FACTORS -- COMPANY
BANKRUPTCY CONSIDERATIONS" in the Prospectus.

YIELD AND PREPAYMENT CONSIDERATIONS. See generally "RISK FACTORS --
PREPAYMENTS ON CONTRACTS AFFECT YIELD OF NOTES AND CERTIFICATES" in the
Prospectus.

TAX STATUS. In the opinion of Winston & Strawn as federal income tax
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 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."

RISK OF COMMINGLING. The Seller has initiated a direct debit program with
certain Obligors pursuant to which payments to be made by such Obligors will be
transferred from their checking or savings accounts to an account in the
Seller's name and remitted on a daily basis to a lockbox account and transferred
from such lockbox account pursuant to the Servicer's instructions to the related
Collection Account as specified in this Prospectus Supplement. Pending transfer
of such funds from the Seller's account to the Collection Account such funds
will not be segregated from other funds of the Seller held in the account. See
generally "RISK FACTORS--RISK OF COMMINGLING" and "CERTAIN INFORMATION REGARDING
THE NOTES AND CERTIFICATES--THE ACCOUNTS" in the Prospectus.

YEAR 2000. See generally "RISK FACTORS--RISKS RELATED TO YEAR 2000 ISSUES"
in the Prospectus.

S-16
<PAGE>

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 engage in only a limited set of activities.
The Trust's activities are limited to: (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 that are incidental to or
connected with the foregoing purposes.

On the Closing Date, the Trust Depositor will sell and assign the Contracts
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
NOTES AND CERTIFICATES -- 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 $11,700,000
representing 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 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 Notes and Certificates had
taken place, on such date:

<TABLE>
<S> <C>
Class A-1 Notes . . . . . . . . . . . . . . . . . . . . $127,000,000
Class A-2 Notes . . . . . . . . . . . . . . . . . . . . $56,300,000
Certificates. . . . . . . . . . . . . . . . . . . . . . $11,700,000
------------
Total. . . . . . . . . . . . . . . . . . . . . . . $195,000,000
------------
------------
</TABLE>

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 NOTES AND CERTIFICATES -- THE TRUSTEES" and
"-- DUTIES OF THE TRUSTEES."

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.

S-17
<PAGE>

THE CONTRACTS

The Contracts are (or will be, in the case of Subsequent Contracts)
fixed-rate simple interest conditional sales contracts relating to
motorcycles manufactured by Harley-Davidson or in a limited number of cases,
motorcycles manufactured by Buell Motorcycle Company, an affiliate of
Harley-Davidson. The Contracts were originated by the Seller indirectly
through Harley-Davidson motorcycle dealers.

Each Contract (a) is (or will be) secured by a motorcycle manufactured by
Harley-Davidson or Buell Motorcycle Company, (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 March 2006, 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 June 2006, and (d)
with respect to the Initial Contracts, has its first scheduled payment due no
later than April 1999. 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. (For general
composition of the Initial Contracts see Table 1 below). Approximately 65.16%
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 34.84% 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 8.50% per annum and not more
than 26.75% per annum and the weighted average contractual rate of interest of
the Initial Contracts as of the initial Cutoff Date is approximately 13.26% 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 84 months and
original maturities of at least 12 months but not more than 84 months. The
Initial Contracts had a weighted average term to scheduled maturity, as of
origination, of approximately 70.48 months, and a weighted average term to
scheduled maturity as of the initial Cutoff Date of approximately 67.56 months
(see Tables 3 and 4 below). The average principal balance per Initial Contract
as of the initial Cutoff Date was approximately $11,672.92 and the principal
balances on the Initial Contracts as of the initial Cutoff Date ranged from
$591.27 to $34,662.60 (see Table 5 below). The Contracts arise (or will arise)
from loans to Obligors located in 50 states, the District of Columbia and the
U.S. 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:
12.25% in California, 9.25% in Texas, 9.15% in Florida and 5.07% in Pennsylvania
(see Table 6 below). No other state represented more than 4.04% of the Initial
Contracts.

Subsequent Contracts will not need to satisfy any criteria except for the
criteria described in the preceding paragraph and under "RISK FACTORS -- THE
CONTRACTS AND THE PRE-FUNDING ACCOUNT." 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 weighted average annual percentage rate 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; this dealer
obligation to repurchase 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 repurchase motorcycles under such motorcycle dealer
agreements if and when required to do so.

S-18
<PAGE>

TABLE 1

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

<TABLE>
<S> <C>
Aggregate Principal Balance. . . . . . . . . . . . . . . . . $146,681,876.11
Number of Contracts. . . . . . . . . . . . . . . . . . . . . 12,566
Average Principal Balance. . . . . . . . . . . . . . . . . . 11,672.92
Weighted Average Annual Percentage
Rate ("APR"). . . . . . . . . . . . . . . . . . . . . . 13.26%
(Range) . . . . . . . . . . . . . . . . . . . . . . . . 8.50% - 26.75%
Weighted Average Original Term (in months) . . . . . . . . . 70.48
(Range) . . . . . . . . . . . . . . . . . . . . . . . . 12 - 84
Weighted Average Calculated Remaining Term (in months) . . . 67.56
(Range) . . . . . . . . . . . . . . . . . . . . . . . . 6 - 84

</TABLE>

S-19
<PAGE>

TABLE 2

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

<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
RATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
---- --------- ------------ ----------------- ----------
<S> <C> <C> <C> <C>
8.500- 9.000% 72 0.57% $1,021,166.99 0.70%
9.001-10.000 384 3.06 5,236,027.71 3.57
10.001-11.000 1,432 11.40 18,926,363.10 12.90
11.001-12.000 2,040 16.23 25,157,924.58 17.15
12.001-13.000 3,031 24.12 36,516,344.32 24.89
13.001-14.000 2,717 21.62 31,254,216.88 21.31
14.001-15.000 1,173 9.33 11,263,612.63 7.68
15.001-16.000 492 3.92 4,262,896.73 2.91
16.001-17.000 214 1.70 1,773,860.02 1.21
17.001-18.000 365 2.90 3,992,851.98 2.72
18.001-19.000 46 0.37 623,211.36 0.42
19.001-20.000 307 2.44 3,519,809.57 2.40
20.001-21.000 102 0.81 1,168,007.72 0.80
21.001-22.000 190 1.51 1,953,109.11 1.33
25.001-26.750 1 0.01 12,473.41 0.01
-- ---- --------- ----

Totals: 12,566 100.00% $146,681,876.11 100.00%

</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

TABLE 3

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

<TABLE>
<CAPTION>
PERCENT OF
CALCULATED REMAINING NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF
TERM (MONTHS) CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE POOL BALANCE (1)
------------- --------- ------------- ----------------- ----------------
<S> <C> <C> <C> <C>
0 - 12 287 2.28% $701,244.82 0.48%
13 - 24 646 5.14 2,613,310.22 1.78
25 - 36 531 4.23 3,678,277.72 2.51
37 - 48 600 4.77 5,377,012.03 3.67
49 - 60 2,265 18.02 23,813,547.21 16.23
61 - 72 6,721 53.49 83,898,780.56 57.20
73 - 84 1,516 12.06 26,599,773.55 18.13
----- ----- ------------- -----

TOTALS: 12,566 100.00% $146,681,876.11 100.00%

</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

S-20
<PAGE>

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

<TABLE>
<CAPTION>
TOTAL
PERCENT OF OUTSTANDING
ORIGINAL NUMBER OF NUMBER OF PRINCIPAL PERCENT OF POOL
TERM (MONTHS) CONTRACTS CONTRACTS (1) BALANCE BALANCE (1)
------------- --------- ------------- ------- -----------
<S> <C> <C> <C> <C>
12 - 12 6 0.05% $31,857.26 0.02%
13 - 24 113 0.90 596,211.96 0.41
25 - 36 306 2.44 2,357,043.64 1.61
37 - 48 580 4.62 5,103,365.20 3.48
49 - 60 2,864 22.79 25,310,514.04 17.26
61 - 72 7,151 56.91 86,368,299.33 58.88
73 - 84 1,546 12.30 26,914,584.68 18.35
----- ----- ------------- -----

TOTALS: 12,566 100.00% $146,681,876.11 100.00%

</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

S-21
<PAGE>

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

<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
CURRENT BALANCE CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE BALANCE (1)
--------------- --------- ------------- ----------------- -----------
<S> <C> <C> <C> <C>
$ 591.27 - 1,000.00 18 0.14% $15,342.39 0.01%
$ 1,000.01 - 2,000.00 182 1.45 300,267.70 0.20
$ 2,000.01 - 3,000.00 313 2.49 799,608.07 0.55
$ 3,000.01 - 4,000.00 342 2.72 1,211,275.11 0.83
$ 4,000.01 - 5,000.00 390 3.10 1,776,807.38 1.21
$ 5,000.01 - 6,000.00 544 4.33 3,015,755.72 2.06
$ 6,000.01 - 7,000.00 766 6.10 5,007,476.48 3.41
$ 7,000.01 - 8,000.00 868 6.91 6,512,867.42 4.44
$ 8,000.01 - 9,000.00 851 6.77 7,236,687.40 4.93
$ 9,000.01 - 10,000.00 852 6.78 8,109,615.26 5.53
$ 10,000.01 - 11,000.00 630 5.01 6,616,007.03 4.51
$ 11,000.01 - 12,000.00 615 4.89 7,093,632.33 4.84
$ 12,000.01 - 13,000.00 653 5.20 8,184,600.89 5.58
$ 13,000.01 - 14,000.00 809 6.44 10,931,950.21 7.45
$ 14,000.01 - 15,000.00 941 7.49 13,673,170.38 9.32
$ 15,000.01 - 16,000.00 1,021 8.13 15,849,913.57 10.81
$ 16,000.01 - 17,000.00 897 7.14 14,810,226.78 10.10
$ 17,000.01 - 18,000.00 686 5.46 11,983,407.22 8.17
$ 18,000.01 - 19,000.00 510 4.06 9,429,373.39 6.43
$ 19,000.01 - 20,000.00 290 2.31 5,645,436.94 3.85
$ 20,000.01 - 21,000.00 171 1.36 3,498,023.09 2.38
$ 21,000.01 - 22,000.00 98 0.78 2,100,117.88 1.43
$ 22,000.01 - 23,000.00 46 0.37 1,032,690.08 0.70
$ 23,000.01 - 24,000.00 33 0.26 772,275.59 0.53
$ 24,000.01 - 25,000.00 16 0.13 392,536.29 0.27
$ 25,000.01 - 26,000.00 5 0.04 127,793.93 0.09
$ 26,000.01 - 27,000.00 2 0.02 53,440.82 0.04
$ 27,000.01 - 28,000.00 6 0.05 164,082.97 0.11
$ 28,000.01 - 29,000.00 2 0.02 56,563.38 0.04
$ 29,000.01 - 30,000.00 3 0.02 88,232.19 0.06
$ 30,000.01 - 31,000.00 1 0.01 30,457.87 0.02
$ 31,000.01 - 32,000.00 3 0.02 94,554.94 0.06
$ 33,000.01 - 34,000.00 1 0.01 33,022.81 0.02
$ 34,000.01 - 34,662.60 1 0.01 34,662.60 0.02
-- ---- --------- ----

TOTALS: 12,566 100.00% $146,681,876.11 100.00%
</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

S-22
<PAGE>

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

<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
STATE CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE BALANCE (1)
----- --------- ------------- ----------------- -----------
<S> <C> <C> <C> <C>
ALABAMA 185 1.47% $2,280,752.61 1.55%
ALASKA 21 0.17 259,223.24 0.18
ARIZONA 389 3.10 5,053,714.39 3.45
ARKANSAS 54 0.43 534,987.03 0.36
CALIFORNIA 1,524 12.13 17,961,782.83 12.25
COLORADO 210 1.67 2,584,753.89 1.76
CONNECTICUT 244 1.94 2,590,894.67 1.77
DELAWARE 72 0.57 834,204.54 0.57
DISTRICT OF COLUMBIA 2 0.02 20,805.47 0.01
FLORIDA 1,058 8.42 13,427,199.97 9.15
GEORGIA 324 2.58 4,095,632.36 2.79
HAWAII 64 0.51 719,810.32 0.49
IDAHO 23 0.18 232,426.47 0.16
ILLINOIS 459 3.65 5,247,719.06 3.58
INDIANA 244 1.94 2,799,846.57 1.91
IOWA 101 0.80 1,254,739.18 0.86
KANSAS 80 0.64 873,321.42 0.60
KENTUCKY 107 0.85 1,262,700.23 0.86
LOUISANA 142 1.13 1,649,754.37 1.12
MAINE 39 0.31 380,737.26 0.26
MARYLAND 303 2.41 3,455,305.50 2.36
MASSACHUSETTS 290 2.31 3,157,984.82 2.15
MICHIGAN 192 1.53 2,418,447.72 1.65
MINNESOTA 115 0.92 1,281,804.11 0.87
MISSISSIPPI 27 0.21 293,074.08 0.20
MISSOURI 142 1.13 1,700,117.33 1.16
MONTANA 22 0.18 237,038.25 0.16
NEBRASKA 50 0.40 533,873.08 0.36
NEVADA 180 1.43 2,208,189.65 1.51
NEW HAMPSHIRE 131 1.04 1,411,777.16 0.98
NEW JERSEY 488 3.88 5,069,496.45 3.46
NEW MEXICO 148 1.18 1,910,545.30 1.30

</TABLE>

S-23
<PAGE>
TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(CONTINUED)

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING POOL
STATE CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE BALANCE (1)
----- --------- ------------- ------------------ -----------
<S> <C> <C> <C> <C>
NEW YORK 417 3.32% $4,314,121.54 2.94%
NORTH CAROLINA 484 3.85 5,772,133.49 3.94
NORTH DAKOTA 9 0.07 105,890.00 0.07
OHIO 570 4.54 5,930,796.91 4.04
OKLAHOMA 113 0.90 1,344,801.57 0.92
OREGON 173 1.38 1,873,723.21 1.28
PENNSYLVANIA 723 5.75 7,441,134.12 5.07
RHODE ISLAND 36 0.29 373,190.97 0.25
SOUTH CAROLINA 178 1.42 2,180,290.13 1.49
SOUTH DAKOTA 45 0.36 501,001.79 0.34
TENNESSEE 284 2.26 3,265,055.93 2.23
TEXAS 1,070 8.52 13,570,690.59 9.25
UTAH 45 0.36 545,981.29 0.37
VERMONT 18 0.14 226,465.69 0.15
VIRGINIA 335 2.67 3,840,206.04 2.62
WASHINGTON 327 2.60 3,990,798.01 2.72
WEST VIRGINIA 39 0.31 420,831.85 0.29
WISCONSIN 228 1.81 2,741,831.64 1.87
WYOMING 20 0.16 244,801.29 0.17
OTHER 22 0.18 225,470.72 0.15
-- ---- ---------- ----

TOTALS: 12,566 100.00% $146,681,876.11 100.00%

</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

S-24
<PAGE>

DELINQUENCY, LOAN LOSS AND REPOSSESSION INFORMATION

The Seller was organized in January 1993 and is a 100% owned subsidiary of
Eaglemark Financial. The Seller began purchasing and servicing conditional
sales contracts for motorcycles manufactured by Harley-Davidson and Buell
Motorcycle Company 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 --
FUTURE DELINQUENCY AND LOAN LOSS EXPERIENCE WITH MOTORCYCLE CONTRACTS NOT
PREDICTED BY PAST PERFORMANCE."

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. 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.

DELINQUENCY EXPERIENCE(1)/
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
At December 31,
-------------------------------------------------------------------------------------------------
1998 1997 1996 1995
------------------------ ----------------------- ---------------------- ----------------------
Number Number Number Number
of of of of
Contracts Amount Contracts Amount Contracts Amount Contracts Amount
--------- ------ --------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio. . . . . . . . . . . . 67,137 $651,248.7 45,258 $434,890.7 32,574 $303,682.4 20,590 $184,054.0
Period of Delinquency(2)/
30-59 Days . . . . . . . . . . 1,970 $17,768.1 1,264 $11,454.6 904 $8,002.9 477 $4,043.3
60-89 Days . . . . . . . . . . 745 6,153.9 559 5,112.1 374 3,170.7 157 1,298.7
90 Days or more. . . . . . . . 304 2,591.0 269 2,196.5 213 1,880.6 140 1,120.2
------ ---------- ------ ---------- ------ ---------- ------ ----------
Total Delinquencies. . . . . . . 3,019 $26,513.0 2,092 $18,763.2 1,491 $13,054.2 774 $6,462,2
------ ---------- ------ ---------- ------ ---------- ------ ----------
------ ---------- ------ ---------- ------ ---------- ------ ----------
Total Delinquencies as a
Percent of Total Portfolio . . 4.50% 4.07% 4.62% 4.31% 4.58% 4.30% 3.76% 3.51%

</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.

LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
Year Ended
December 31,
----------------------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Principal Balance of All Contracts
Serviced(1)/. . . . . . . . . . . $653,836.0 $436,771.0 $304,730.9 $184,548.7
Contract Liquidations(2)/ . . . . . 1.54% 1.42% 0.74% 0.76%
Net Losses:
Dollars(3)/ . . . . . . . . . . . $5,245.3 $3,781.1 $1,639.5 $866.4
Percentage(4)/. . . . . . . . . . . 0.80% 0.87% 0.54% 0.47%

</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.

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.

S-25
<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. Buell is a wholly-owned subsidiary of
Harley-Davidson.

Harley-Davidson produces and sells premium heavyweight motorcycles. Within
the heavyweight class, Harley-Davidson sells touring motorcycles (equipped for
long-distance touring), as well as custom 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 four air cooled, twin cylinder engines of "V"
configuration which have displacements of 883cc, 1200cc, 1340cc and 1450cc.
Harley-Davidson manufactures its own engines and frames and is the largest
manufacturer of motorcycles in the United States.

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, but increasing.

YIELD AND PREPAYMENT CONSIDERATIONS

By their terms, the Contracts may be prepaid, in whole or in part, at any
time. Each Contract also contains a provision which permits the Seller to
require full prepayment in the event of a sale of the related motorcycle
securing a Contract. In addition, repurchases of the Contracts from the Trust
by the Trust Depositor, and concurrently from the Trust Depositor by the Seller,
could occur in the event of a breach of certain representation and warranties
with respect to the Contracts. Repurchases of Contracts from the Trust by the
Trust Depositor, and concurrently from the Trust Depositor by the Seller, could
also occur if the Trust Depositor exercises its limited option to repurchase the
Contracts from the Trust when the aggregate outstanding principal balances of
the Contracts owned by the Trust has declined to less than 10% of the sum of (i)
the aggregate outstanding principal balances of the Contracts owned by the Trust
as of the Closing Date and (ii) the initial Pre-Funded Amount. Any prepayments
and repurchases of Contracts will reduce the average life of the Notes and
Certificates and the interest received by the holders of the Notes and
Certificates 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, funds remaining in the Pre-Funding Account at the end of the
Funding Period will be used to prepay outstanding principal of the Notes and as
a result, the interest received by Noteholders over the life of the Notes will
be reduced.

Interest distributions on the Certificates will be subordinated to interest
payments on the Notes, and principal distributions on the Certificates will be
subordinated to principal payments on the Notes. Accordingly, you should expect
that the yield on the Certificates will be sensitive to the loss experience on
the Contracts and the timing of such losses. The yield to maturity of the
Certificates may be lower than you anticipated, if the actual rate and amount of
losses experienced on the Contracts exceed the rate and amount of losses you
expected when you purchased the Certificates.

The final scheduled Distribution Date on the Initial Contract with the
latest maturity will occur in March 2006. The final scheduled Distribution Date
on the Contract with the latest maturity among the Contracts as a whole,
including any Subsequent Contracts, will not occur later than June 2006.

S-26
<PAGE>

EAGLEMARK FINANCIAL SERVICES, INC.;
EAGLEMARK, INC.

EAGLEMARK FINANCIAL SERVICES, INC.

Eaglemark Financial Services, Inc. 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 of December 31, 1998 Eaglemark Financial Services,
Inc. is a wholly-owned subsidiary of Harley-Davidson. The business of Eaglemark
Financial Services, Inc., 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, Inc. ("EAGLEMARK") is a Nevada corporation and is a wholly-owned
subsidiary of Eaglemark Financial Services, Inc. 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, as well as
certain other recreational products such as single-engine aircraft and marine
products. Eaglemark also finances extended service contracts on Harley-Davidson
and Buell 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 702/886-3200). As of December 31, 1998,
Eaglemark had total assets of $695.4 million, and stockholder's equity of $94.7
million.

EAGLEMARK CUSTOMER FUNDING CORPORATION-IV

The Trust Depositor is a special purpose corporation incorporated in the
State of Nevada in October 1996. 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 at least 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.

PAYMENTS OF INTEREST

Interest on the outstanding principal amount of the 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.

Interest payments on the Notes will be made from Available Monies.
However, the following fees will be paid out of Available Monies before such
funds are used to make interest payments on the Notes:

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- a monthly servicing fee to be paid to the Servicer which equals 1/12th
of 1% of the principal balance of the Contracts as of the beginning of
such Due Period and any accrued and unpaid monthly servicing fees;
- any extension fees or late payment penalty fees paid by Obligors are
payable to the Servicer; and
- all accrued and unpaid fees of the Indenture Trustee or Owner Trustee.

See "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES -- DISTRIBUTIONS
ON THE NOTES AND CERTIFICATES -- DEPOSITS TO THE NOTE AND CERTIFICATE
DISTRIBUTION ACCOUNT; 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 NOTES AND CERTIFICATES --
DISTRIBUTIONS ON THE NOTES AND CERTIFICATES -- DEPOSITS TO THE NOTE AND
CERTIFICATE DISTRIBUTION ACCOUNT; PRIORITY OF PAYMENTS." Principal payments on
the Notes will be made from Available Monies after all of the Trust's fees and
expenses have been paid, and after distribution of the Note Interest
Distributable Amount and the Certificate Interest Distributable Amount. See
"CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES -- DISTRIBUTIONS ON
THE NOTES AND CERTIFICATES -- DEPOSITS TO THE NOTE AND CERTIFICATE DISTRIBUTION
ACCOUNT; PRIORITY OF PAYMENTS."

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 July 2003 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 February 2005. However, the
aggregate outstanding principal amount of any class of Notes is paid may be
earlier than the dates set forth in the prior sentence as a result of a variety
of factors, including the factors described under "YIELD AND PREPAYMENT
CONSIDERATIONS."

To the extent that the Aggregate Principal Balance Decline is greater than
the principal balance of the Class A-1 Notes on any Distribution Date, the
Aggregate Principal Balance Decline 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.

OPTIONAL REDEMPTION

In the event the aggregate outstanding principal balance of the Contracts
owned by the Trust declines to less than 10% of the sum of (i) the aggregate
outstanding principal balance of the Contracts owned by the Trust as of the
Closing Date and (ii) the initial Pre-Funded Amount, and the Seller, through the
Trust Depositor, has elected to purchase all of the Contracts owned by the
Trust, the Class A-2 Notes will be subject to redemption in whole, but not in
part, on any Distribution Date. The redemption price will equal the unpaid
principal amount of the Class A-2 Notes plus accrued interest thereon at 5.52%.
See "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES -- TERMINATION."

MANDATORY REDEMPTION FOLLOWING THE FUNDING PERIOD

The Class A-1 Noteholders and 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. 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 amount on deposit in the Pre-Funding
Account is less than $150,000 such amount shall be allocated solely to the Class
A-1 Noteholders.

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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 NOTES AND CERTIFICATES -- THE TRUSTEES" AND
"-- DUTIES OF THE TRUSTEES."

EVENTS OF DEFAULT

"EVENTS OF DEFAULT" under the Indenture will have occurred when:

(i) interest on any class of Notes is not paid on the date it is due and
payable and is not paid for five days or more after such date;
(ii) principal of or any installment of principal on any Class of Notes
is not paid on the date it is due and payable;
(iii) the Trust fails to comply with or perform any of its covenants or
agreements in the Indenture and such default continues 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;
(iv) any representation or warranty made by the Trust in the Indenture or
in any certificate delivered pursuant thereto or in connection
therewith was incorrect in a material respect as of the time made,
and such default continues 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 have occurred.

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 not less than 66 2/3% of the voting
interests thereof, voting together as a single class, waive such an 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 not less than 66 2/3% of the voting
interests thereof, voting together as a single class, consent to such sale or
liquidation.

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. The Certificates may not be purchased by pension trusts. See "ERISA
CONSIDERATIONS" below.

DISTRIBUTIONS OF INTEREST

Interest on the Certificate Balance will accrue at 6.71% 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

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<PAGE>

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 6.71%.
Interest distributions with respect to the Certificates will be made from
Available Interest after all of the Trust's fees and expenses have been paid
and after the Note Interest Distributable Amount has been distributed. See
"CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES -- DISTRIBUTION ON
THE NOTES AND CERTIFICATES -- DEPOSITS TO THE NOTE AND CERTIFICATE
DISTRIBUTION ACCOUNT; 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 NOTES AND CERTIFICATES -- DISTRIBUTIONS ON THE NOTES AND CERTIFICATES --
DEPOSITS TO THE NOTE AND CERTIFICATE DISTRIBUTION ACCOUNT; PRIORITY OF PAYMENTS"
but not in excess of the outstanding principal balance on the Certificates.
Distributions with respect to principal on the Certificates will be made from
Available Principal after all of the Trust's fees and expenses have been paid
and after the Note Interest Distributable Amount, the Certificate Interest
Distributable Amount and the Note Principal Distributable Amount have been
distributed. See "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES --
DISTRIBUTIONS ON THE NOTES AND CERTIFICATES -- DEPOSITS TO THE NOTE AND
CERTIFICATE DISTRIBUTION ACCOUNT; PRIORITY OF PAYMENTS."

OPTIONAL PREPAYMENT

In the event the aggregate outstanding principal balance of the Contracts
owned by the Trust declines to less than 10% of the sum of (i) the aggregate
outstanding principal balance of the Contracts owned by the Trust as of the
Closing Date and (ii) the initial Pre-Funded Amount, and the Seller, through the
Trust Depositor, has elected to purchase all of the Contracts owned by the
Trust, the Certificates will be subject to prepayment in whole, but not in part,
on any Distribution Date. The prepayment amount will equal the Certificate
Balance plus accrued interest thereon at 6.71%. See "CERTAIN INFORMATION
REGARDING THE NOTES AND CERTIFICATES -- TERMINATION."

MANDATORY PREPAYMENT

As more fully described under "DESCRIPTION OF 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.

CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES

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").
Noteholders and Certificateholders may hold their Notes or Certificates in the
United States through DTC, or, solely in the case of the Notes, in Europe,
through Cedelbank ("CEDEL") or the Euroclear System ("EUROCLEAR"), if they are
participants of such systems, or indirectly through organizations that are
participants in such systems.

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<PAGE>

Cede, as nominee for DTC, will hold the global Notes and Certificates.
Cedel and Euroclear will hold omnibus positions on behalf of the Cedel
Participants (as defined below) and Euroclear Participants (as defined below),
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 and
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 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.

Noteholders and Certificateholders who are not Participants but desire to
purchase, sell or otherwise transfer, ownership of the Notes or Certificates may
do so only through Participants (unless and until physical Notes or
Certificates, as applicable are issued in registered form). In addition,
Noteholders and Certificateholders will receive all distributions of principal
of and interest on the Notes and Certificates from the Indenture Trustee or
Owner Trustee (collectively, the "TRUSTEES"), as applicable, through DTC and
Participants. Neither the Noteholders nor the Certificateholders receive or be
entitled to receive physical securities representing their respective interests
in the Notes or Certificates, except under the limited circumstances described
below.

Unless and until physical Notes and Certificates are issued in registered
form, it is anticipated that the only Noteholders and Certificateholders will be
Cede, as nominee of DTC. Beneficial owners of the Notes and Certificates 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 Notes and Certificates 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 Notes and Certificates and

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<PAGE>

is required to receive and transmit distributions of principal of, and
interest on, the Notes and Certificates. Unless and until physical Notes and
Certificates are issued in registered form, beneficial owners who are not
Participants may transfer ownership of Notes and Certificates only through
Participants by instructing such Participants to transfer the Securities only
through Participants by instructing such Participants to transfer the Notes
or Certificates by book-entry transfer through DTC for the account of the
purchasers of such Notes or Certificates, which account is maintained with
their respective Participants. Under the Rules and in accordance with DTC's
normal procedures, transfers of ownership of the Notes and Certificates 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
Noteholders and Certificateholders, or their nominees, rather than to DTC,
only if (i) DTC or the Company 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 Notes or Certificates and the
Company or such Trustee is unable to locate a qualified successor; (ii) the
Company, 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 in registered form of physical Notes and
Certificates, 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
physical Notes and Certificates are issued in registered form, 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 such securities are credited. DTC has advised
the Seller that DTC will take such action with respect to any holders of the
Notes and Certificates only at the direction of and on behalf of the
Participants to whose DTC account such securities are credited. DTC may take
actions, at the direction of the related Participants, with respect to some
Notes and Certificates that conflict with actions taken with respect to other
Notes and Certificates.

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 several
countries. As a professional depositary, 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 the Notes or
Certificates. 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

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(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 agreed to the foregoing procedures
in order to facilitate transfers of the Notes and Certificates 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 physical Notes and Certificates to Noteholders and
Certificateholders or their nominees in the manner described above.

Issuance of the Notes and Certificates in book-entry form rather than as
physical securities may adversely affect the liquidity of the Notes and
Certificates in the secondary market and the ability of holders of such
securities to pledge them. In addition, since distributions on such 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, holders of such securities may experience delays in
the receipt of such distributions.

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, and (iii) the Trust will pledge to the Indenture
Trustee all right, title and interest in the Initial Contracts and related
assets. The Initial Contracts will be described on a list delivered to each
Trustee and certified by a duly authorized officer of the Trust Depositor. 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. Prior
to the conveyance of the Initial Contracts to the Trust, the Servicer's
compliance officer will have completed a review of all the documents that the
Seller has customarily kept on file relating to the Contracts, including the
certificates of title to, or other evidence of a perfected security interest in,
the related motorcycles, and confirmed 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

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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 and 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.

In addition to the Initial Contracts, the Trust's assets will include the
Trust's rights under the 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 Cutoff Date. Any conveyance
of Subsequent Contracts 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 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 Cutoff Date, no Contract in the Trust, including the
Subsequent Contracts that the Trust Depositor will be conveying as of such
Cutoff Date, will have a scheduled maturity date later than June 2006; (iii) the
Trust Depositor shall have executed and delivered in favor of the Trust a
Subsequent Transfer Agreement (as defined in and executed under the 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 Underwriters 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
will be rated AAA by Standard & Poor's Rating Services and Aaa by Moody's
Investors Service, Inc. and the Certificates will be rated at least BBB by
Standard & Poor's Rating Services and Baa2 by Moody's Investors Service, Inc.

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 securing such Contracts. 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 securing such Contracts
will not be amended to reflect the assignment of the Seller's security interest
in such motorcycles to the Trust Depositor, the assignment of the Trust
Depositor's security interest in such 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 securing the Contracts. See
"RISK FACTORS -- RISK OF UNPERFECTED SECURITY INTERESTS IN FINANCED MOTORCYCLES"
in the Prospectus.

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 date such Subsequent Contracts are transferred to the Trust
Depositor):

(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;
(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 contained in the files customarily maintained by the
Servicer for each Contract;
(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);

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(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";
(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 conveyance and assignment of the Contracts to the
Trust, or the Trust's pledge of the Contracts to the Indenture
Trustee, and the Seller will maintain in its possession, available
for inspection by or delivery to the Trust Depositor and the
Trustees, 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
securing such Contract; such security interest has been conveyed and
assigned by the Seller to the Trust Depositor;
(k) 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 such motorcycles is recorded on the
original certificate of title; and the original certificate of title
for each such 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)
(l) the Seller's security interest has been validly assigned by the
Seller to the Trust Depositor in order that immediately after the
sale, each Contract will be secured by an enforceable and perfected
first priority security interest in the related 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);
(m) all parties to each Contract had capacity to execute such Contract;
(n) no Contract has been sold, conveyed and assigned or pledged to any
other person other than the Trust Depositor, as transferee of the
Seller and the Trust as transferee of the Trust Depositor and prior
to the transfer of the Contract to the Trust Depositor, the Seller
had 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 Trust and the Owner
Trustee will have a first priority perfected security interest
therein;
(o) 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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(p) 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;
(q) 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;
(r) 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;
(s) the description of each Contract set forth in the list delivered to
the Trustees is true and correct; and
(t) 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:

(a) the aggregate principal amount payable by the Obligors as of the
initial Cutoff Date plus the initial deposit into the Pre-Funding
Account as of the Closing Date equals the sum of the initial
principal amount of the Notes and the initial Certificate Balance;
(b) each Initial Contract has a contractual rate of interest of at least
8.50%;
(c) all motorcycles securing the Contracts are Harley-Davidson or Buell
motorcycles;
(d) approximately 65.16% of the aggregate Principal Balance of the
Initial Contracts is attributable to loans to purchase new
motorcycles and approximately 34.84% of the aggregate principal
balance of the Initial Contracts is attributable to loans to
purchase used motorcycles;
(e) no Initial Contract has a remaining maturity of more than 84 months;
(f) the first payment under each Initial Contract is due on or before
April 1999; and
(g) no adverse selection procedures were or will be employed in
selecting the Contracts from the Seller's portfolio.

Under the Transfer and Sale Agreement and Subsequent Purchase Agreement
executed thereunder, 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 not later than two Business Days prior to the first
Determination Date after the Seller becomes aware or receives written notice
from the Trust Depositor, Owner Trustee, Indenture Trustee or Servicer of such
breach unless such breach is cured. The repurchase price shall be an amount
equal to (i) the remaining principal balance of such Contract plus (ii) accrued
and unpaid interest at the annual rate of interest specified in the Contract
through the end of the immediately preceding Due Period. 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 Owner Trustee. Under the Indenture, 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 only remedy
that you and the Trust have for a breach of the Seller's representations and
warranties are the repurchase obligations of the Seller described above.

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.

THE ACCOUNTS

THE COLLECTION ACCOUNT. Pursuant to the Agreement, the Indenture Trustee
will establish an account referred to herein as 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 the Collection Account.
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

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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.
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.

THE PRE-FUNDING ACCOUNT. Pursuant to the Agreement, the Indenture Trustee
will establish a trust account referred to herein as the Pre-Funding Account.
During the Funding Period, the Pre-Funding Account will be maintained by the
Indenture Trustee for your benefit 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. On the Closing Date, the Trust Depositor will deposit
$48,318,123.89 into the Pre-Funding Account. During the Funding Period, amounts
on deposit in the Pre-Funding Account 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 $150,000 by the Distribution Date
occurring in July 1999. 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. You will be afforded certain limited protection against
losses in respect of the Contracts by the establishment of an account, referred
to herein as the Reserve Fund, in the name of the Indenture Trustee for your
benefit. The Reserve Fund will be created with the an initial deposit by the
Trust Depositor of $733,409.38 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. On each
Distribution Date, funds will be withdrawn from the Reserve Fund, up to the
Reserve Fund Available Amount, for distribution to you to cover any shortfalls
in interest and principal required to be paid on the Notes and Certificates.

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 allocated and distributed to the
Trust Depositor. Upon any such distributions to the Trust Depositor, you will
have no further rights in, or claims to, such amounts.

Funds on deposit in the Reserve Fund may be invested in Eligible
Investments. Investment income on monies on deposit in the Reserve Fund will
not be available for distribution to Securityholders after the Specified Reserve
Fund Balance has been met and released to the Trust Depositor. Any loss on such
investments will be charged to the Reserve Fund.

CALCULATION OF SPECIFIED RESERVE FUND BALANCE. On the Closing Date, the
Trust Depositor will deposit a total of $733,409.38 into the Reserve Fund. With
respect to any Distribution Date, the Specified Reserve Fund Balance will equal
the greater of (a) 2.50% of the Principal Balance of the Contracts in the Trust
as of the first day of the immediately preceding Due Period; PROVIDED, HOWEVER,
that if certain trigger events occur (as more specifically described in the
Prospectus Supplement), the Specified Reserve Fund Balance will be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first day
of the immediately preceding Due Period and (b) 1.00% of the aggregate of the
Initial Class A-1 Note Balance, Initial Class A-2 Note Balance and Initial
Certificate Balance; PROVIDED, HOWEVER, in no event shall the Specified Reserve
Fund Balance be greater than the aggregate outstanding principal balance of the
Securities. 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 for such
Distribution Date is equal to or greater than (a) 2.50% 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) 3.00% 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) 3.50% for any Distribution Date which
occurs within the period from the day after the second anniversary of the

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Closing Date to, and inclusive of, the third anniversary of the Closing Date or
(d) 4.00% for any Distribution Date following the third anniversary of the
Closing Date; (ii) the Average Loss Ratio for such Distribution Date is equal to
or greater than (a) 2.75% with respect to any Distribution Date which occurs
within the period from the Closing Date to, and inclusive of, the eighteen
months following the Closing Date or (b) 3.25% with respect to any Distribution
Date which occurs following the eighteen month period following the Closing
Date; or (iii) the Cumulative Loss Ratio for such Distribution Date is equal to
or greater than (a) 0.75% 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) 1.50% 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,
(c) 2.00% for any Distribution Date which occurs within the period from the day
after the second anniversary of the Closing Date to, and inclusive of, the third
anniversary of the Closing Date, or (d) 2.50% following the third anniversary of
the Closing Date.

A Reserve Fund Trigger Event will be deemed to have terminated with respect
to a Distribution Date if no Reserve Fund Trigger Event shall exist with respect
to three consecutive Distribution Dates (inclusive of the respective
Distribution Date).

The Servicer may, from time to time after the date of this Prospectus
Supplement request each Rating Agency that rated any of the Notes and
Certificates 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 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 Notes and Certificates 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.

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 rather than invested in
Contracts, and the monthly investment earnings on amounts in the Pre-Funding
Account (until such amounts have been used to purchase Subsequent Contracts) are
expected to be less than the weighted average of the interest rates of the Class
A-1 Notes, Class A-2 Notes and Certificates with respect to the corresponding
portion of the principal balances of the Class A-1 Notes, Class A-2 Notes and
Certificates, 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 NOTE AND CERTIFICATE DISTRIBUTION ACCOUNT. The Indenture Trustee will
establish and maintain with itself the Note Distribution 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 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.

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DETERMINATION OF OUTSTANDING PRINCIPAL BALANCES

Prior to each Distribution Date, the Servicer will calculate a six-digit
decimal factor which represents the unpaid principal amount of the Class A-1
Notes, after giving effect to payments to be made on such Distribution Date,
as a fraction of the initial outstanding principal amount of the Class A-1
Notes. Prior to each Distribution Date, the Servicer will calculate a
six-digit decimal factor which represents the unpaid principal amount of the
Class A-2 Notes, after giving effect to payments to be made on such
Distribution Date, as a fraction of the initial outstanding principal amount
of the Class A-2 Notes. Similarly, prior to each Distribution Date, the
Servicer will calculate a six-digit decimal factor which represents the
remaining Certificate Balance, after giving effect to distributions to be
made on such Distribution Date, as a fraction of the initial Certificate
Balance. If the Servicer were to perform such calculations on the Closing
Date, the resulting decimal factor for each of the Class A-1 Note, Class A-2
Notes and Certificates would be 1.000000. Thereafter, these decimal factors
will decline in correspondence with reductions in the outstanding principal
amount of the Class A-1 Notes or Class A-2 Notes, as applicable, or the
Certificate Balance. Your portion of the aggregate outstanding principal
amount of Class A-1 Notes or Class A-2 Notes will be the product of (i) the
original denomination of the Class A-1 Notes or Class A-2 Notes you own and
(ii) the decimal factor relating to the Class A-1 Notes or Class A-2 Notes,
as applicable, at the time of determination (calculated as described above).
Similarly, your portion of the aggregate outstanding Certificate Balance
will be the product of (i) the original denomination of the Certificates you
own and (ii) the decimal factor applicable to Certificates at the time of
determination (calculated as described above).

As a holder of Notes or Certificates, you will receive reports on or about
each Distribution Date concerning payments received on the Contracts, the
aggregate outstanding principal balance of the Contracts owned by the Trust, the
decimal factors described above and various other items of information. In
addition, Noteholders and Certificateholders 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 NOTES AND
CERTIFICATES -- STATEMENTS TO HOLDERS."

DISTRIBUTIONS ON THE NOTES AND CERTIFICATES

GENERAL. On the fourth Business Day of each month, 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 Certificate Interest Distributable
Amount; (iv) the Note Principal Distributable Amount;; (v) the Certificate
Principal Distributable Amount; (vi) the Servicing Fee; and (vii) the Trustees'
Fees.

DEPOSITS TO THE NOTE AND CERTIFICATE 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) on or immediately following the last day of the Funding
Period, the amount that remains on deposit in the Pre-Funding Account after
giving effect to the purchase of all Subsequent Contracts, including any
such purchase on such Distribution Date, pro rata, calculated on the then
current principal balance of the Class A-1 and Class A-2 Notes; PROVIDED,
HOWEVER, in the event the Mandatory Special Redemption Amount is less than
$150,000 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 it previously made to the Collection Account for
accrued and unpaid interest on the Contracts which was delinquent with
respect to the prior Due Period;

(iii) to the Servicer from Available Monies, the Servicing Fee,
including any unpaid Servicing Fee with respect to one or more prior Due
Periods;

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(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 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;

(vii) 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;

(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 as set forth in the Indenture and until the principal amount of the
Notes is reduced to zero, no distributions of interest or principal will be made
on the Certificates. See "DESCRIPTION OF THE NOTES -- EVENTS OF DEFAULT."

PAYMENT PRIORITIES OF THE NOTES AND THE CERTIFICATES

GENERAL. Your rights 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 of its outstanding advances for
delinquent accrued and unpaid interest 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 fees and expenses payable to them). In
addition, your rights to receive distributions with respect to the Contracts
will be subject to the priorities set forth under "-- DISTRIBUTIONS ON THE NOTES
AND CERTIFICATES -- DEPOSITS TO THE NOTE AND CERTIFICATE DISTRIBUTION ACCOUNT;
PRIORITY OF PAYMENTS." Such priorities and subordination are intended to
enhance the likelihood of timely receipt by the Noteholders of the full amount
of interest and, to a lesser extent, 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.
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 principal payments on the Certificates and by the Reserve Fund
will be exhausted and the Noteholders will bear directly the risks associated
with ownership of the Contracts.

Neither the Noteholders, Certificateholders, 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 Noteholders and Certificateholders.

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PAYMENTS FROM THE RESERVE FUND

Amounts held from time to time in the Reserve Fund will be held for your
benefit and will be deposited in either the Note Distribution Account or the
Certificate Distribution Account in the following order of priority:

(i) on each Distribution Date on which the Note Interest Distributable
Amount exceeds the amount then on deposit in the Note Distribution Account, the
Noteholders will be entitled to receive such deficiency from amounts on deposit
in the Reserve Fund;

(ii) on each Distribution Date on which the Certificate Interest
Distributable Amount exceeds the amount then on deposit in the Certificate
Distribution Account, the Certificateholders will be entitled to receive such
deficiency from amounts on deposit in the Reserve Fund;

(iii) on each Distribution Date on which the Note Principal Distributable
Amount exceeds the amount then on deposit in the Note Distribution Account
(after application of clause (i) above), 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 final Distribution
Date for such class of Notes); and

(iv) on each Distribution Date on which the Certificate Principal
Distributable Amount exceeds the amount then on deposit in the Certificate
Distribution Account (after application of clause (ii) above), the
Certificateholders will be entitled to receive such deficiency (including
amounts necessary to reduce the balance of the Certificates to zero on the final
Distribution Date for the Certificates).

STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

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, 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 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 six-digit decimal factors which represent the unpaid
principal amount of each of the Class A-1 Notes, Class A-2 Notes and
Certificates, after giving effect to payments to be made on such
Distribution Date, as a fraction of the initial outstanding principal
amount of the Class A-1 Notes, Class A-2 Notes and Certificates,
respectively (see "DETERMINATION OF OUTSTANDING PRINCIPAL BALANCES");

(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;

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(vii) for the Distribution Date following the end of the Funding
Period, the amount of the Notes to be redeemed with funds remaining in the
Pre-Funding Account, to the extent that funds remain in the Pre-Funding
Account after giving effect to any purchases of Subsequent Contracts on
such Distribution Date;

(viii) for each Distribution Date during the Funding Period, the
remaining amounts in the Pre-Funding Account;

(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 any redemption of the Notes described in
(vii), 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 and the Average Delinquency Ratio as of such
Distribution Date;

(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 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
"FEDERAL INCOME TAX CONSEQUENCES."

VOTING INTERESTS

The "VOTING INTERESTS" of the (i) each class of Notes will be allocated
among the Noteholders, in accordance with the unpaid principal amount of the
Notes of such class and (ii) Certificates will be allocated among the
Certificateholders, in accordance with the Certificate Balance represented
thereby; except that in certain

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circumstances any Notes and Certificates held by the Trust Depositor or the
Seller, or any of their respective affiliates shall be excluded from such
determination.

AMENDMENT

AMENDMENT OF THE AGREEMENT. The Agreement may be amended, without your
consent, 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 the Agreement
which are not inconsistent with the provisions thereof, to add or provide for
any credit enhancement for any class of Notes and Certificates 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
interest of any Noteholder or Certificateholders, 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
each Rating Agency that rated any of the Notes and Certificates to the effect
that its then-current rating on each class of Notes and Certificates will not be
qualified, reduced or withdrawn due to such amendment and the Servicer shall
provide the Rating Agencies notice of such amendment.

The Agreement may also be amended from time to time with the consent of 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 a class of Noteholders or
Certificateholders; 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 and 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 Notes and Certificates are required to consent to any such amendment, without
the consent of the holders of all of the relevant classes of Notes and
Certificates.

AMENDMENT OF THE TRUST AGREEMENT. The Trust Agreement may be amended
without your consent 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.

The Trust Agreement may also be amended from time to time with the consent
of the Noteholders and Certificateholders 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
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 and Certificates or the interest rate of the Notes and Certificates or
(ii) reduce the aforesaid percentage of the voting interests of which the
holders of any class of Notes and Certificates are required to consent to any
such amendment, without the consent of the holders of all of the relevant class
of Notes and Certificates.

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;

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(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 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 Indenture 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.

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.

LIST OF NOTEHOLDERS AND CERTIFICATEHOLDERS

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.

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

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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.

Neither the Trust Agreement nor the Indenture will provide for the holding
of any annual or other meetings of Noteholders or Certificateholders.

TERMINATION

The obligations of the Servicer, the Trust Depositor, the Owner Trustee and
Indenture Trustee with respect to you pursuant to the Trust Agreement, 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 all Noteholders and Certificateholders 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 (each a "TERMINATION EVENT"). The Seller's representations,
warranties and indemnities will survive any termination of the Agreement. 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 Noteholder and Certificateholder of record. The final
distribution to you will be made only upon surrender and cancellation of your
Notes and Certificates 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 you and such measures have failed,
will be distributed to a charity designated by the Servicer.

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 Agreement, except as otherwise provided therein.

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.

Each Trustee and any of its affiliates may hold Notes and Certificates 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, the 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.

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

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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.

DUTIES OF THE TRUSTEES

The Trustees will not make any representations as to the validity or
sufficiency of the Trust Agreement or the Indenture, the Notes and Certificates
issued pursuant thereto (other than the execution and authentication thereof) or
of any Contracts or related documents. 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 Notes and Certificates
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 (as defined in "CERTAIN INFORMATION
REGARDING THE NOTES AND CERTIFICATES -- TERMINATION") has occurred and is
continuing, the Trustees will be required to perform only those duties
specifically required of it under the Indenture, the Trust Agreement or the
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 nor the Owner Trustee will be under any
obligation to exercise any of the rights or powers vested in it by the
Indenture, the Trust Agreement or the Agreement, as the case may be, or to make
any 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 Noteholders or Certificateholders, unless such Noteholders
or Certificateholders have offered to such Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby. No Noteholder or Certificateholders 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 Notes and Certificates evidencing
not less than 25% of the voting interests of all of the related Notes and
Certificates, 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 Noteholder or
Certificateholder 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.

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 Securityholder (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

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Agreement and as reimbursement for its expenses related thereto, the
Administrator will be entitled to a monthly administration fee, which fee
will be paid by the Servicer.

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.

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) the Obligor has not received an extension during the previous
twelve-month period;
(iii) the evidence supports the Obligor's willingness and capability to
resume monthly payments;
(iv) such extension is consistent with the Servicer's customary servicing
procedures and with the Agreement;
(v) 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 Cutoff Date, if any); and
(vi) 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 1/12th of 1%
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
prior to the payment of principal and interest on the Notes and Certificates.
See "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES -- DISTRIBUTIONS
ON THE NOTES AND CERTIFICATES" 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.

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 each motorcycle
securing the Contracts are covered by physical damage insurance (i) in an amount
not less than the

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value of the motorcycle at the time the related Contract was originated and
(ii) that all premiums due on such insurance have been paid in full from the
date of the Contract's origination. 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 NOTES AND 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

Pursuant to the Agreement, on or before March 31 of each year, beginning on
March 31, 2000, 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
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 Services, Inc. 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 Services, Inc. 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. Such statement 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 Trustees and
the Rating Agencies such underlying data as each may reasonably request.

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
Notes and 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
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

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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. 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.

RIGHTS UPON AN EVENT OF TERMINATION

If an Event of Termination has occurred and is continuing, the Noteholders
evidencing more than 50% of the voting interests 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 evidencing more than 50% of the
voting interests of the Certificates, 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.

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.

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 such advances
on a Contract by means of a first priority withdrawal from Available Monies on
any Distribution Date.

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

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security interest in the related 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 related 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 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, the
District of Columbia and the U.S. Territories. Security interests in such
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
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 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, the Trust
Depositor will convey and assign its security interest in such motorcycles to
the Trust pursuant to the Agreement and the Trust will pledge its security
interest in such 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. See generally "RISK
FACTORS -- RISK OF UNPERFECTED SECURITY INTERESTS IN FINANCED MOTORCYCLES" in
the Prospectus. 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 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 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 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 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 securing the Contracts.

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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 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. See generally "RISK FACTORS --
ADDITIONAL LEGAL LIMITS ON THE APPLICABLE TRUSTEE'S ABILITY TO REALIZE ON ITS
SECURITY INTEREST IN THE MOTORCYCLES; CONSUMER PROTECTION LAWS" in the
Prospectus.

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 such 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 NOTES AND CERTIFICATES--CONVEYANCE OF CONTRACTS"
above.

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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 NOTES AND CERTIFICATES--CONVEYANCE OF CONTRACTS" above.

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 material federal
income tax consequences of the ownership of Notes and Certificates in the Owner
Trust, see the Prospectus, "FEDERAL INCOME TAX CONSEQUENCES--OWNER TRUSTS." Any
material variations from the discussion in the Prospectus, "FEDERAL INCOME TAX
CONSEQUENCES--OWNER 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 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, "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

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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 Owner Trustee on behalf of the Trust will
file IRS Form 8832 making for the Trust a protective election to be treated
as a partnership for federal income tax purposes. 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 A HOLDER OF A NOTE

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 under "FEDERAL INCOME TAX CONSEQUENCES--OWNER TRUSTS."

GENERAL TAX TREATMENT OF A HOLDER OF 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 under "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

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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 Underwriters, 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 Underwriters, 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.

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 April 8, 1999, among the Seller, the Trust Depositor and the underwriters
named below (the "UNDERWRITING AGREEMENT"), the Seller has agreed

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to cause the Trust to sell to each of the underwriters named below, and the
underwriters have severally agreed to purchase, the principal amount of the
Notes and Certificates set forth opposite its name below.

<TABLE>
<CAPTION>
Principal Amount of Principal Amount of Principal Amount of
Underwriters Class A-1 Notes Class A-2 Notes Certificates
<S> <C> <C> <C>
Salomon Smith Barney Inc. $ 63,500,000 $ 28,150,000 $ 5,850,000

First Union Capital Markets Corp. 63,500,000 28,150,000 5,850,000
---------- ---------- ---------

Total $127,000,000 $ 56,300,000 $ 11,700,000
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

The Seller has been advised by the underwriters that they propose initially
to offer the Notes and Certificates to the public at the prices set forth
herein, and to certain dealers at such prices less the initial concession not in
excess of 0.12% per Class A-1 Note, 0.17% per Class A-2 Note and 0.35% per
Certificate. The underwriters may allow and such dealers may reallow a
concession not in excess of 0.09% per Class A-1 Note, 0.12% per Class A-2 Note
and 0.26% per Certificate to certain other dealers. After the initial public
offering of the Notes and Certificates, the public offering price and such
concessions may be changed.

Until the distribution of the Notes and Certificates is completed, rules of
the Commission may limit the ability of the underwriters and certain selling
group members to bid for and purchase the Notes and Certificates. As an
exception to these rules, the underwriters are permitted to engage in certain
transactions that stabilize the price of the Notes and Certificates. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Notes and Certificates.

There is currently no secondary market for the Notes or Certificates and
you should not assume that one will develop. The underwriters currently expect,
but are not obligated to make a market in the Notes and Certificates. You
should not assume that any such market will develop, or if one does develop,
that it will continue or provide sufficient liquidity.

Certain persons participating in this offering may engage in transactions
that affect the price of the Notes and Certificates. Such transactions may
include the purchase of Notes and/or Certificates to cover syndicate short
positions. If the underwriters create a short position in the Notes and
Certificates in connection with the offering, I.E., if it sells more Notes and
Certificates than are set forth on the cover page of this Prospectus Supplement,
the underwriters may reduce that short position by purchasing Notes and
Certificates in the open market. In general, purchases of a security to reduce
a short position could cause the price of the security to be higher than it
might be in the absence of such purchases.

Neither the Seller nor the underwriters make any representations or
prediction as to the direction or magnitude of any effect that the transactions
described above, if engaged in, may have on the prices of the Notes and
Certificates. In addition, neither the Seller nor the underwriters make any
representation that the underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.

The underwriters have represented and agreed that:

(i) they have 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 and
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 Notes and Certificates Regulation 1995;

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<PAGE>

(ii) they have 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 and Certificates in, from or otherwise involving the United
Kingdom; and

(iii) they have 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 and 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 the Trust Depositor
will indemnify the underwriters against certain liabilities, including
liabilities under the Notes and Certificates Act, or contribute to payments the
underwriters may be required to make in respect thereof.

In the ordinary course of their respective businesses, the underwriters and
their respective affiliates have engaged and may in the future engage in
investment banking or commercial banking transactions with Harley-Davidson,
Inc., Eaglemark, Inc., Eaglemark Financial Services, Inc. or any of their
respective affiliates.

RATINGS OF THE SECURITIES

It is a condition of issuance that each of the Class A-1 Notes and Class
A-2 Notes be rated AAA by Standard & Poor's Rating Services and Aaa by
Moody's Investors Services, Inc. and the Certificates be rated at least BBB
by Standard & Poor's Rating Services and Baa2 by Moody's Investors Services,
Inc.

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 Notes and Certificates.

LEGAL MATTERS

Certain legal matters with respect to the Notes and Certificates, 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 Underwriters will be passed upon by Brown & Wood
LLP, New York, New York.

REPORTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

Unless and until the Notes and Certificates are issued in physical 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 Notes and
Certificates. No financial reports will be sent to you. See "CERTAIN
INFORMATION REGARDING THE NOTES AND CERTIFICATES--BOOK-ENTRY REGISTRATION" and
"--STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS" in this Prospectus
Supplement. 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" or the "SEC")
such periodic reports with respect to the Trust as are required under the
Securities Exchange Act of 1934, as amended and the rules and regulations of the
Securities and Exchange Commission thereunder.

We filed a registration statement relating to the Notes and Certificates
with the Commission. This Prospectus is part of the registration statement, but
the registration statement includes additional information.

The Servicer will file with the Commission all required reports and other
information about the Trust.

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You may read and copy any reports, statements or other information we file
at the Commission's reference room in Washington, D.C. You can request copies
of these documents, upon payment of a duplicating fee, by writing to the
Commission. Please call the Commission at (800) SEC-0330 for further
information on the operation of the public reference rooms. Our filings with
the Commission are also available to the public on the SEC Internet site
(http://www.sec.gov.).

The SEC allows us to "incorporate by reference" information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this Prospectus. Information that we file later with the SEC will
automatically update the information in this Prospectus. In all cases, you
should rely on the later information over different information included in this
Prospectus or the accompanying Prospectus Supplement. We incorporate by
reference any future annual, monthly and special SEC reports and proxy materials
filed by or on behalf of the Trust until we terminate our offering of the Notes
and Certificates.

As a recipient of this Prospectus, you may request a copy of any document
we incorporate by reference, except exhibits to the documents (unless the
exhibits are specifically incorporated by reference), at no cost, by writing or
calling us at: Eaglemark Financial Services, Inc., 150 South Wacker, Suite 3100,
Chicago, Illinois 60606, Attention: Treasurer (telephone (312) 368-9501;
facsimile (312) 368-4372).

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ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Notes and
Certificates (the "GLOBAL NOTES AND CERTIFICATES") will be available only in
book-entry form. Investors in the Global Notes and Certificates may hold such
Global Notes and Certificates through DTC and, in the case of the Notes, Cedel
or Euroclear. The Global Notes and Certificates 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 Notes and
Certificates 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 Notes and
Certificates 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 Notes and Certificates 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 Notes and Certificates 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 Notes and Certificates will be held in book-entry form by DTC in
the name of Cede & Co. as nominee of DTC. Investors' interests in the Global
Notes and Certificates 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 Notes and Certificates 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 Notes and Certificates 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 Notes and Certificates 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 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.

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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.

TRADING BETWEEN DTC SELLER AND CEDEL OR EUROCLEAR PURCHASER. When Global
Notes and Certificates 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 Notes and Certificates against payment.
Payment will include interest accrued on the Global Notes and Certificates 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 Notes and Certificates. After settlement
has been completed, the Global Notes and Certificates 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 Notes and Certificates credit will appear the next day (European
time) and the cash debit will be back-valued to, and the interest on the Global
Notes and Certificates 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 Notes
and Certificates 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
Notes and Certificates would incur overdraft charges for one day, assuming they
cleared the overdraft when the Global Notes and Certificates were credited to
their accounts. However, interest on the Global Notes and Certificates would
accrue from the value date. Therefore, in many cases the investment income on
the Global Notes and Certificates 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 Notes and
Certificates 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 Notes and
Certificates 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 Notes and Certificates 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

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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 Notes and Certificates 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:

(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 Notes and Certificates in the U.S.
from a DTC Participant no later than one day prior to
settlement, which would give the Global Notes and
Certificates 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 Notes and Certificates 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
Notes and Certificates 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

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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 Notes and Certificates. Investors are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of the
Global Notes and Certificates.

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GLOSSARY OF TERMS

AGGREGATE PRINCIPAL BALANCE is the sum of the Principal Balances of each
outstanding Contract and the amounts in the Pre-Funding Account. At the time of
initial issuance of the Notes and Certificates, the initial aggregate principal
amount of the Notes and Certificates will equal the Aggregate Principal Balance
plus the initial deposit into the Pre-Funding Account.

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.

AGREEMENT means the Sale and Servicing Agreement dated as of April 1, 1999 among
the Trust Depositor, the Trust, the Indenture Trustee and Eaglemark, as
Servicer.

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 a repurchase of
the Contracts when the aggregate principal balance of the Contracts owned by the
Trust has declined to less than 10% of the aggregate principal balance of the
Contracts owned by the Trust as of the Closing Date, (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 the sum of Available Interest and Available Principal.

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 a repurchase of the Contracts
when the aggregate principal balance of the Contracts owned by the Trust has
declined to less than 10% of the aggregate principal balance of the Contracts
owned by the Trust as of the Closing Date.

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

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. 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 12 by (y) the outstanding Principal Balances
of all Contracts as of the beginning of the related Due Period.

BUSINESS DAY means 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.

CARRYING CHARGES are equal to the sum of (i) the product of (x) the weighted
average of the Class A-1 Note interest rate, the Class A-2 Note interest rate
and the Certificate interest rate and (y) the undisbursed funds (excluding
investment earnings) in the Pre-Funding Account (as of the last day of the
related Due Period, as defined herein) and

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(ii) trustees' fees due for the related Distribution Date, minus (iii) 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.

CERTIFICATE BALANCE equals $11,700,000 on the Closing Date and thereafter shall
equal $11,700,000 reduced by all amounts allocable to principal previously
distributed to Certificateholders.

CERTIFICATE DISTRIBUTABLE AMOUNT means, 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 DISTRIBUTION ACCOUNT means the Certificate Distribution Account
described in this Prospectus Supplement under "CERTAIN INFORMATION REGARDING THE
NOTES AND CERTIFICATES -- THE ACCOUNTS -- THE NOTE AND CERTIFICATE DISTRIBUTION
ACCOUNT."

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 was 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 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 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, such percentage that equals 100%
minus the Note Percentage; 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 was 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.

CERTIFICATES means the 6.71% Harley-Davidson Motorcycle Contract Backed
Certificates described in this Prospectus Supplement.

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CLASS A-1 NOTEHOLDERS means the holders of the Class A-1 Notes.

CLASS A-2 NOTEHOLDERS means the holders of the Class A-2 Notes.

CLASS A-1 NOTES means the 5.25% Harley-Davidson Motorcycle Contract Backed
Notes, Class A-1 described in this Prospectus Supplement.

CLASS A-2 NOTES means the 5.52% Harley-Davidson Motorcycle Contract Backed
Notes, Class A-2 described in this Prospectus Supplement.

CLOSING DATE is on or about April 16, 1999.

COLLECTION ACCOUNT means the Collection Account described in this Prospectus
Supplement under "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES --
THE ACCOUNTS."

CONTRACTS are fixed-rate simple interest conditional sales contracts relating to
motorcycles manufactured by Harley-Davidson or, in a limited number of
instances, motorcycles manufactured by Buell Motorcycle Company, an affiliate of
Harley-Davidson

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.

CUTOFF DATE means April 1, 1999 or a subsequent date designated by the Trust
Depositor as the date as of which Subsequent Contracts are deemed sold to the
Trust and pledged to the Indenture Trustee.

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 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).

DETERMINATION DATE is the fourth business day following the conclusion of a Due
Period. The Seller is obligated under the Transfer and Sale Agreement (which
right against the Seller the Trust Depositor has assigned in such circumstances
to the Trust) to repurchase the Contracts from the Trust Depositor
contemporaneously with the Trust Depositor's purchase of the Contracts from the
Trust.

DISTRIBUTION DATE means the fifteenth day of each calendar month during the term
of the Agreement (or, if such day is not a Business Day, on the next succeeding
Business Day) commencing May 17, 1999.

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 April
30, 1999.

EAGLEMARK means Eaglemark, Inc., a Nevada corporation.

ELIGIBLE INVESTMENTS means investments specified in the 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 Notes and Certificates

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EXCESS AMOUNTS has the meaning given such term in this Prospectus Supplement
under "CERTAIN INFORMATION REGARDING NOTES AND CERTIFICATES -- DISTRIBUTIONS ON
THE NOTES AND CERTIFICATES -- DEPOSITS TO THE NOTE AND CERTIFICATE DISTRIBUTION
ACCOUNT; PRIORITY OF PAYMENTS."

FUNDING PERIOD is the 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 $150,000, (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.

HARLEY-DAVIDSON means Harley-Davidson, Inc., a Wisconsin corporation.

INITIAL CONTRACTS are the Contracts that the Trust Depositor will sell, transfer
and assign to the Trust pursuant to the Agreement, and that the Trust will
pledge to the Trust pursuant to the Indenture on the Closing Date.

INDENTURE means the Indenture dated as of April 1, 1999 between the Indenture
Trustee and the Trust.

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.

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 annual interest rate
stated in such Liquidated Contract 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.

NOTE DISTRIBUTION ACCOUNT means the Note Distribution Account described in this
Prospectus Supplement under "CERTAIN INFORMATION REGARDING THE NOTES AND
CERTIFICATES -- THE ACCOUNTS -- THE NOTE AND CERTIFICATE DISTRIBUTION ACCOUNT."

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
was 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 means, 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.

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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 is (i) 100%, 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; (ii) on the Distribution Date on which the principal amount of
the Class A-2 Notes is reduced to zero, such percentage which represents the
fraction of the Principal Distributable Amount necessary to reduce the principal
amount of the Class A-2 Notes 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 was
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.

NOTES means the Class A-1 Notes and Class A-2 Notes.

OBLIGORS means the obligors on the Contracts which are from time to time sold,
transferred and assigned to the Trust.

OWNER TRUSTEE means Wilmington Trust Company, a Delaware banking corporation.

PRE-FUNDING ACCOUNT means the Pre-Funding Account described in this Prospectus
Supplement under "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES --
THE ACCOUNTS."

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

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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.

PRINCIPAL DISTRIBUTABLE AMOUNT means, with respect to any Distribution Date, the
Aggregate Principal Balance Decline for such Distribution date.

RATING AGENCIES means Standard & Poor's Ratings Services, A Division of The
McGraw-Hill Companies and Moody's Investors Service, Inc.

RESERVE FUND means the Reserve Fund described in this Prospectus Supplement
under "CERTAIN INFORMATION REGARDING THE NOTES AND CERTIFICATES -- THE ACCOUNTS"

RESERVE FUND AVAILABLE AMOUNT equals the amount of all funds on deposit in the
Reserve Fund.

RESERVE FUND DEPOSITS are collectively, Excess Amounts, Subsequent Reserve Fund
Amounts and the Reserve Fund Initial Deposit.

SELLER means Eaglemark, Inc., a Nevada corporation. Eaglemark, Inc. is a 100%
owned subsidiary of Eaglemark Financial Services, Inc.

SERVICER means Eaglemark, Inc., a Nevada corporation. Eaglemark, Inc. is a 100%
owned subsidiary of Eaglemark Financial Services, Inc.

SPECIFIED RESERVE FUND BALANCE is the amount calculated under "CERTAIN
INFORMATION REGARDING THE NOTES AND CERTIFICATES -- THE ACCOUNTS -- THE RESERVE
FUND."

SUBSEQUENT CONTRACTS means the Contracts that the Trust Depositor will be
obligated to purchase pursuant to the Transfer and Sale Agreement and that the
Trust will be obligated to purchase and pledge pursuant to the Agreement and the
Indenture during the period between the Closing Date and the last day of the
Funding Period.

SUBSEQUENT RESERVE FUND AMOUNT is the amount on each Subsequent Transfer Date
equal to 0.50% of the aggregate balance of the Subsequent Contracts conveyed to
the Trust.

SUBSEQUENT TRANSFER DATE means each date on which Subsequent Contracts are
conveyed to the Trust and simultaneously pledged to the Indenture Trustee.

TERMINATION EVENT shall have the meaning given to it in this Prospectus
Supplement under "CERTAIN INFORMATION REGARDING THE NOTES AND
CERTIFICATES-TERMINATION."

TRANSFER AND SALE AGREEMENT means the Transfer and Sale Agreement dated as of
April 1, 1999 between the Seller and the Trust Depositor.

TRUST means the Harley-Davidson Eaglemark Motorcycle Trust 1999-1.

TRUST AGREEMENT means the Trust Agreement dated as of April 1, 1999 between the
Trust Depositor and the Owner Trustee.

TRUST DEPOSITOR means Eaglemark Customer Funding Corporation-IV, a 100% owned
subsidiary of Eaglemark, Inc.

TRUSTEES means the Owner Trustee and the Indenture Trustee.

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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 (in such capacity, 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 motorcycles
manufactured by Harley-Davidson, Inc. ("Harley-Davidson") 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 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 as described herein (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 and/or distributions, expected to be derived
primarily from collections in respect of principal and interest on the related
Contracts, with such payments and/or distributions to be made 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 or distribu-
tions may be senior or subordinate to the rights of one or more of the other
classes of such series. Also, 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 CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER
"RISK FACTORS" ON PAGE 13 OF THIS PROSPECTUS AND IN THE RELATED PROSPECTUS
SUPPLEMENT.

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 November 13, 1998.
<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 "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.

<PAGE>

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 (the "EXCHANGE
ACT"), 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 incorporated herein by reference). Requests for such copies
should be directed to Secretary, Eaglemark, Inc., 4150 Technology Way, Carson
City, Nevada 89706; telephone (702) 886-3200.

<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" on page 64.

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". 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", the
"SELLER" 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) 886-3200. 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. (in such capacity, the "SERVICER")

Trustee . . . . . . With respect to a Grantor 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 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

<PAGE>

Servicing Agreement. The related Prospectus Supplement
will specify which class or classes of Notes and/or
Certificates of the related series are being offered
thereby.

The Notes . . . . . The Notes will be available for purchase in
denominations of $1,000 and integral multiples thereof
and will be available in book-entry form only.
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".

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 Pool of Contracts.

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.

Redemption of the
Notes . . . . . . . If the Seller exercises its option to repurchase the
Contracts of a Trust in the event the Pool Balance has
declined to less than 10% of the Initial Pool Balance
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", one or more classes of the
outstanding Notes will be redeemed as set forth in the
related 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 (see
"RISK FACTORS -- SALES OF SUBSEQUENT CONTRACTS AND
EFFECT ON POOL CHARACTERISTICS" herein) 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 . The 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.
Certificateholders will be able to receive Definitive
Certificates (as defined herein) only in the limited
circumstances described herein or in such Prospectus

<PAGE>

Supplement. See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- DEFINITIVE SECURITIES".

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
pool of Contracts.

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.

Prepayment of the
Certificates . . . If the Seller exercises its option to repurchase the
Contracts of a Trust in the event the Pool Balance has
declined to less than 10% of the Initial Pool Balance
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
as 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.

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 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

<PAGE>

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 overcollateralization 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" herein) as well as 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
(collectively, the "MOTORCYCLES"), all of the Trust
Depositor's right, title and interest in and to the
Transfer and Sale Agreement (as defined herein)
pursuant to which the Trust Depositor will purchase
Contracts from the Seller, any proceeds from claims
under certain insurance policies related to the
Motorcycles, and all other proceeds of any of the
foregoing. 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. 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 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, the related Pooling and Servicing
Agreement among the Trust Depositor, the Servicer and
the Trustee.

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 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.

<PAGE>

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
Due 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
Due Period (as defined herein), or will otherwise be
deposited or applied as specified in the related
Prospectus Supplement and will be thereafter
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. No Funding Period will end more than
ninety (90) days after the related Closing Date. See
"RISK FACTORS -- PRE-FUNDING ACCOUNTS", "-- SALES OF
SUBSEQUENT CONTRACTS" AND "DESCRIPTION OF THE SALE AND
SERVICING AGREEMENTS AND 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 owned by the Seller based
on the criteria specified in the related Transfer and
Sale

<PAGE>

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 (as
defined herein), 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. See "DESCRIPTION OF THE SALE AND
SERVICING AGREEMENTS -- CREDIT AND CASH FLOW
ENHANCEMENT" herein. 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 amounts required to be held
therein as of the date of determination (as set forth
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 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.

To the extent specified in the related Prospectus
Supplement, the Servicer will be 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

<PAGE>

defined herein) 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.
The Servicer will disclose the aggregate amount of
Advances and the amount of related delinquencies on
Contracts as part of the monthly statement provided to
Securityholders and described in "CERTAIN INFORMATION
REGARDING THE SECURITIES -- REPORTS TO SECURITYHOLDERS"
herein. The making of Advances indicates that while
interest payable on a portion of the Contracts in the
overall pool of Contracts held by the Trust may be
delinquent, the Servicer believes that it will ultimately
be reimbursed for such Advances from collections on the
pool of Contracts as a whole.

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 related to the
Contracts made by the Trust Depositor and contained
therein, to repurchase such Contract within a certain
number of days as specified in the related Prospectus
Supplement, unless such breach is cured. Eaglemark, as
Seller under the related Transfer and Sale
Agreement(rights in respect of which will be assigned
to a Trust) is obligated to repurchase the Contracts
from the Trust Depositor contemporaneously with the
Trust Depositor's purchase of such Contracts from the
Trust. See "CERTAIN INFORMATION REGARDING THE
SECURITIES--CONVEYANCE OF CONTRACTS" and "DESCRIPTION
OF THE TRANSFER AND SALE AGREEMENTS."

Security Interests
in the Motorcycles;
Consumer Protection
Laws; 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.
The certificates of title to the Motorcycles, however,
will not be amended or reissued to reflect the sale of
the Contracts and assignment of security interests to
either the Trust Depositor or the Trust or the pledge
pursuant to any Indenture, due to the administrative
burden and expense inherent in physically revising
notations of security interests on certificates of
title for the numerous individual Contract obligors in
each applicable state where Contracts were originated
(and paying associated fees in such states). In the
absence of such amendments, either the related Trust,
the Applicable Trustee or both will not have a
perfected security interest in the Motorcycles securing
the Contracts in some states. The Seller 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.

<PAGE>

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 Seller 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. 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
Seller, 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 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
"FEDERAL INCOME TAX CONSEQUENCES" herein 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, for federal income tax purposes, 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).

<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 AGENCY"). 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" herein
and "RISK FACTORS - RATINGS OF THE SECURITIES" in the
related Prospectus Supplement.

<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. This Prospectus also contains
forward-looking statements that involve risks and uncertainties. Actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the
risks described below.

REINVESTMENT RISK ASSOCIATED WITH 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 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, concurrently will acquire such Subsequent Contracts
from the Company) from time to time during the related Funding Period or
Revolving Period, as applicable. 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. 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, if applicable, 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 (the "MANDATORY SPECIAL REDEMPTION"). To the extent a
Securityholder receives such a prepayment of principal, there may not then
exist a comparably favorable reinvestment opportunity for such
Securityholder. The Securityholders will bear all reinvestment risk resulting
from such prepayments. See also "-- PREPAYMENTS ON CONTRACTS AFFECT YIELD ON
SECURITIES" below.

SALES OF SUBSEQUENT CONTRACTS AND EFFECT ON POOL CHARACTERISTICS. 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
Transfer and Sale Agreement, 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; (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. Except as described herein and in the
related Prospectus Supplement, there will be no other required
characteristics of Subsequent Contracts. It is not anticipated, however, that
the characteristics of the pool of Contracts as a whole will vary
significantly following the addition of Subsequent Contracts.

RISK OF UNPERFECTED SECURITY INTERESTS IN FINANCED MOTORCYCLES. Each
Contract is secured by a security interest in a Motorcycle. As part of the sale
and assignment of Contracts to a Trust, security interests in the related
Contracts will be assigned by the Seller to the Trust Depositor and by the Trust
Depositor to such Trust. In most states, such an assignment is an effective
conveyance of a security interest without amendment of any such security
interest noted on a Motorcycle's certificate of title, and the assignee succeeds
thereby to the assignor's rights as secured party. However, in order to perfect
such security interest, certain states require the notation of a secured

13
<PAGE>

party's security interest on the vehicle's certificate of title as filed with
the applicable state motor vehicle registrar or similar state authority. 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, in
certain cases, will 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 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 in the Sale and Servicing Agreement 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 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.

ADDITIONAL LEGAL LIMITS ON THE APPLICABLE TRUSTEE'S ABILITY TO REALIZE ON
ITS SECURITY INTEREST IN THE MOTORCYCLES - BANKRUPTCY LAWS. Under the United
States Bankruptcy Code, a court in a bankruptcy case with respect to an Obligor
on a Contract 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.

ADDITIONAL LEGAL LIMITS ON THE APPLICABLE TRUSTEE'S ABILITY TO REALIZE ON
ITS SECURITY INTEREST IN THE MOTORCYCLES - CONSUMER PROTECTION LAWS. Numerous
federal and state consumer protection laws impose requirements on lenders and/or
servicers with respect to conditional financing arrangements such as the
Contracts, 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. Failure by Dealers or Eaglemark to
comply with such requirements could have the effect of subjecting an assignee of
the Contracts to the related claims and defenses of the Obligor on such
Contract. This risk would apply to a Trust as assignee, and with respect to an
Owner Trust, the Indenture Trustee as pledgee, of the Contracts. See also
"CERTAIN LEGAL ASPECTS OF THE CONTRACTS -- CONSUMER PROTECTION LAWS" below.

Generally, under the terms of the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended (the "Relief Act"), or similar state legislation, an Obligor
who enters military service after the origination of the related Contract
(including an Obligor who is a member of the National Guard or is in reserve
status at the time of the origination of the Contract and is later called to
active duty) may not be charged interest (including fees and charges) above an
annual rate of 6% during the period of such Obligor's active duty status, unless
a court orders otherwise upon

14
<PAGE>

application of the lender. It is possible that such action could have an
effect, for an indeterminate period of time, on the ability of the Servicer
to collect full amounts of interest on certain of the Contracts. In
addition, the Relief Act imposes limitations that would impair the ability of
the Servicer to foreclose on an affected Contract during the Obligor's period
of active duty status. Thus, in the event that such a Contract goes into
default, there may be delays and losses occasioned by the inability of the
Servicer to realize upon the Motorcycle in a timely fashion.

The Seller 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
Seller under the related Transfer and Sale Agreement and would create an
obligation of the Seller to repurchase the Contract from the Trust, through the
Trust Depositor (with the Trust as assignee of the Trust Depositor's rights
against the Seller 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".

COMPANY 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 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
Uniform Commercial Code ("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.

RISKS ASSOCIATED WITH NON-RECOURSE NATURE OF SECURITIES - NO RECOURSE TO
THE COMPANY, TRUST DEPOSITORS OR 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
AGREEMENTS -- 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.

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<PAGE>

RISKS ASSOCIATED WITH NON-RECOURSE NATURE OF SECURITIES - TRUSTS HAVE NO
SIGNIFICANT ASSETS OR SOURCES OF FUNDS OTHER THAN THE CONTRACTS. 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 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. Any such credit
enhancement will not cover all contingencies, and losses in excess of amounts
available pursuant to such credit enhancement will be borne directly by the
Securityholders.

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, if any, 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. As a result of such subordination, in the event that losses with
respect to the Contracts and associated reductions in collections require
application of available collections and credit enhancement to a class of
Securities with priority of payment over another class, there may not be
sufficient assets remaining to pay amounts due on the subordinated Securities.

PREPAYMENTS ON CONTRACTS AFFECT YIELD OF SECURITIES. 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 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.

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 Due Period. Any reinvestment risks resulting
from a faster or slower incidence of prepayment of Contracts, or repurchases of
Contracts, as described above, will be borne entirely by the Securityholders 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. See "WEIGHTED AVERAGE LIFE OF THE SECURITIES."

SOCIAL, ECONOMIC AND OTHER FACTORS AFFECTING THE PERFORMANCE OF THE
CONTRACTS OR GENERATION OF SUBSEQUENT CONTRACTS. Economic conditions in states
or U.S. Territories where Obligors reside may affect the delinquency, loan loss
and repossession experience of a Trust with respect to the related Contracts.
The performance by such Obligors, or the ability of Eaglemark to acquire from
Dealers sufficient Subsequent Contracts for purchase with the Pre-Funded Amount,
may be affected by a variety of social and economic factors including, but are
not limited to, interest rates, unemployment levels, the rate of inflation, and
consumer perception of economic conditions generally. However, neither
Eaglemark nor the Trust Depositor is able to determine and has no basis to
predict whether or to what extent economic or social factors will affect the
performance by any Obligors, or the availability of Subsequent Contracts in
cases where Subsequent Contracts are to be transferred to a Trust as specified
in the related Prospectus Supplement.

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<PAGE>

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 Due 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 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.

NOTEHOLDERS' ABILITY TO REMOVE SERVICER WITHOUT CERTIFICATEHOLDERS'
CONSENT. 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 Indenture
Trustee 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, without the concurrence of the Noteholders of
such series, to remove the Servicer if a Servicer Default occurs.

NO ASSURANCES GIVEN AS TO CHANGES IN THE 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 AGENCY"). 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 - SECURITYHOLDERS LIMITED TO EXERCISING THEIR
RIGHTS THROUGH DTC. 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".

LIMITED LIQUIDITY. There is currently no secondary market for the
Securities. There can be no assurance that any such market will develop or, if
it does develop, that it will provide Securityholders with liquidity of
investment or will continue for the life of the Securities. The Securities will
not be listed on any securities exchange.

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RISKS RELATING TO YEAR 2000 ISSUES. The "Year 2000" issue concerns the
potential exposures related to the automated generation of business and
financial misinformation resulting from the application of computer programs
which have been written using two digits to identify a year in the date field
rather than four. These programs could fail or produce erroneous results during
the transition from the Year 1999 to the Year 2000.

Eaglemark Financial, the parent of Eaglemark, is addressing the Year 2000
issue from a corporate perspective. In 1997, Eaglemark established a corporate
Year 2000 compliance program to provide oversight from both a business and
technical perspective. The program coordinates vendors, consultants, local and
regional resources in a focused effort to validate and track Year 2000
compliance. Eaglemark has completed an investigation of the impact of Year 2000
on its internal applications that include PC-based and mid-range platforms and
products. Eaglemark currently does not support mainframe systems in-house.
Eaglemark plans to be fully Year 2000 compliant with its internal, critical
systems by December 31, 1998. As a prerequisite to purchase, all new or
replacement systems acquired by Eaglemark have been certified as Year 2000
compliant by third-party software vendors. As implementation of these products
progresses, technical and user project teams include Year 2000 testing scripts
as part of acceptance testing criteria. Additionally, Eaglemark is tracking the
progress of its third-party processors to meet the December 31, 1998 target for
Year 2000 compliance. Eaglemark has begun the process of developing a
contingency plan to address the possibility that its systems will not be fully
Year 2000 compliant by December 31, 1999.

Eaglemark expects all of its third-party providers to find and correct Year
2000 deficiencies. To this end, Eaglemark is in the process of accessing the
readiness of its third-party providers whose system disruptions or data delivery
would be problematic to Eaglemark. Eaglemark has sent its third-party providers
a Year 2000 questionnaire to assist in our evaluation of their Year 2000
compliance efforts. Once Eaglemark receives their responses, it will develop a
critical supplier list for additional inquiry and follow up until their Year
2000 readiness is confirmed.

Management does not anticipate that the total cost to Eaglemark of these
Year 2000 compliance activities will be material to its financial position or
results of operations in any given year. All costs incurred to date have been
internal. The costs of these activities has been figured into the 1998 and 1999
budgets and none of the costs relating to such activities will be paid out of
the Trust Property.

If Eaglemark, as Servicer, the Owner Trustee or the Indenture Trustee do
not have computerized systems that are Year 2000 compliant by the Year 2000, the
ability to service the Contracts (in the case of the Servicer), to make
distributions to the Noteholders (in the case of the Indenture Trustee) and
Certificateholders (in the case of the Owner Trustee) may be materially and
adversely affected.

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 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 to 10% of
the principal balance of the Contracts owned by a Trust) as well as 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 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 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 daily 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 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

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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; and (v) 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 the Applicable Trustee 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 -- RISK OF UNPERFECTED SECURITY INTERESTS IN FINANCED
MOTORCYCLES"; "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 Applicable Trustee
will be specified in the applicable Prospectus Supplement.

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
Applicable 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 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 Applicable Trustee becomes insolvent. In

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<PAGE>

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.

HARLEY-DAVIDSON MOTORCYCLES

All of the Motorcycles securing Contracts were manufactured by
Harley-Davidson, except that 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 heavyweight motorcycles.
Within the heavyweight class, Harley-Davidson sells touring motorcycles
(equipped for long-distance touring), as well as custom 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 four air
cooled, twin cylinder engines of "V" configuration which have displacements
of 883cc, 1200cc, 1340cc and 1450cc. Harley-Davidson manufactures its own
engines and frames and is the only major manufacturer of motorcycles in the
United States.

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, but
increasing.

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 in a Trust (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.

THE CONTRACTS

GENERAL

The Contracts (including Subsequent 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 (including Subsequent 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%
of the Obligor's monthly gross income; provided, however, the Company may
originate a Contract in excess of 40% of an Obligor's monthly gross income if

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<PAGE>

the Obligor makes a larger down payment or has an exceptionally good credit
rating or other offsetting factors exist. With respect to Contracts for new
Motorcycles, and for used Motorcycles of model year 1990 or later, the
Company generally finances up to 90% of the Motorcycle's sales price. The
Company generally finances up to 85% 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 from the Trust.) 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 certain representations
and warranties. See "DESCRIPTION OF THE SALE AND SERVICING AGREEMENTS AND
POOLING AND SERVICING 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
Trust Depositor's option to repurchase the Contracts from a given Trust (and
the Seller's option to concurrently repurchase such Contracts from the Trust
Depositor) 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 Due 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

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<PAGE>

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 Due 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
Trust will use the net proceeds received from the sale of the Securities (i)
to purchase the Initial Contracts and related assets 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. 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 warehouse lines through
which it finances its Motorcycle conditional sales contracts, and for other
corporate purposes.

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 97.8% 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 was incorporated as a Nevada corporation in 1992 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, as well as certain other recreational products such as
single-engine aircraft and marine products. Harley-Davidson Motorcycles are
financed through the Canadian Harley-Davidson dealers under the trade name
"Deeley Credit." 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

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while improving revenue and profits over time. Eaglemark's principal
executive offices are located at 4150 Technology Way, Carson City, Nevada
89706 (telephone 702/886-3200).

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 at least two directors 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.

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. 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 Seller through the Trust Depositor exercising its option to repurchase
the related pool of Contracts.

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<PAGE>

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.

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 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 Seller through the Trust Depositor or such other party
as may be specified in the related Prospectus Supplement of its option to
repurchase 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, "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, 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.

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 not less
than 66 2/3% of the principal amount (or a lesser percentage as specified in
the related Prospectus Supplement, but in no case not less than 50%) of such
Notes then outstanding may declare the principal of such Notes to be
immediately due and payable. Such declaration may, under certain
circumstances, be rescinded by the holders not less than 66 2/3% (or a lesser
percentage as specified in the related Prospectus Supplement, but in no case
not less than 50%) of the 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,

24
<PAGE>

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. 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 not less than
66 2/3% (or a lesser percentage as specified in the related Prospectus
Supplement, but in no case not less than 50%) 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 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.

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 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, (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

25
<PAGE>

related Noteholder or Certificateholder and (vi) any action as is necessary
to maintain the lien and security interest of the Indenture shall have been
taken.

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 (other than tax liens, mechanics' liens and other
liens that arise by operation of law, in each case on a Motorcycle and
arising solely as a result of an action or omission of the related Obligor).

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 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 more than 50% (or such higher
percentage as specified in the related Prospectus Supplement) 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, with respect to a series of Notes, without the consent of the
holder of each such outstanding Note affected thereby, no supplemental
indenture will, among other things: (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) amend the provisions of the
Indenture which specify the percentage of the aggregate principal amount of
such Notes required to amend certain sections of 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.

<PAGE>

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 (i)
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 and (ii) the
payment of all amounts and obligations, if any, which the Owner Trust owes to
the Noteholders or Indenture Trustee on behalf of the Noteholders.

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 Administrator will be
obligated to appoint a successor Trustee for such series. The Administrator
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.

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. 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

<PAGE>

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 Date 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 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 Seller through the Trust Depositor or such other party
as may be specified in such Prospectus Supplement of its option to repurchase
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"

<PAGE>

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 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. 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.

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

<PAGE>

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.

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.

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.

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

<PAGE>

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, 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.

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.

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

<PAGE>

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 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.

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

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").

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, through Participants. Under a book-entry format,
Security Owners may

<PAGE>

experience some delay in their receipt of payments, since such payments will
be forwarded by the Applicable 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

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, 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
Agreement or Pooling and Servicing Agreement, as applicable, directly to
holders of Definitive Securities in whose

<PAGE>

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 Due 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 Due Period or Due 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 Due 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;

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

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

<PAGE>

(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.

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 "FEDERAL INCOME TAX CONSEQUENCES".

LIST OF SECURITYHOLDERS

With respect to the Notes of any series, three or more holders of the
Notes of such series 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.

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
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

<PAGE>

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; (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

<PAGE>

more than 72 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 not later
than two days prior to the first Determination Date (as defined herein) after
the Seller becomes aware of such breach at a price (the "PURCHASE AMOUNT")
equal to the outstanding principal balance on such Contract, plus accrued
interest thereon through the most recently ended Due Period, 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 or
the Owner Trust, as applicable. 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.

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 related Initial 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

<PAGE>

any other representations and warranties that may be set forth in the related
Prospectus Supplement. Such representations and warranties will be
concurrently made by the Seller under the related Transfer and Sale
Agreement, and the Seller has agreed to repurchase Contracts adversely
affected by the incorrectness of such representations and warranties, in the
manner described in "Description of the Transfer and Sale Agreement" above.

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 or Grantor 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 each Owner Trust that does not issue
Notes, the Servicer will also establish and maintain the 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 Trust Depositor
will establish and maintain a Pre-Funding Account, in the name of the related
Indenture 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 Trust
Depositor will establish and maintain a Collateral Reinvestment Account, in
the name of the related Indenture 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 Indenture Trustee to purchase Subsequent
Contracts from the Trust Depositor from time to time during the Funding
Period and Revolving Period, respectively. See "THE CONTRACTS -- GENERAL"
and "RISK FACTORS -- SALES OF SUBSEQUENT CONTRACTS AND EFFECT ON POOL
CHARACTERISTICS." 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 Indenture Trustee in Eligible Investments.
Any Investment Income received on the Eligible Investments during a Due
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.

<PAGE>

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") and
the Certificate Distribution Account will be invested as provided in the
related Sale and Servicing Agreement or Pooling and Servicing Agreement in
Eligible Investments. "ELIGIBLE INVESTMENTS" means any one or more of the
following types of investments: (a) (i) direct interest-bearing obligations
of, and interest-bearing obligations guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
of the United States the obligations of which are backed by the full faith
and credit of the United States; and (ii) direct interest-bearing obligations
of, and interest-bearing obligations guaranteed as to timely payment of
principal and interest by, the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation, but only if, at the time of
investment, such obligations are assigned the highest credit rating by each
Rating Agency; and (b) demand or time deposits in, certificates of deposit
of, or bankers' acceptances issued by any depositary institution or trust
company organized under the laws of the United States or any State and
subject to supervision and examination by federal and/or State banking
authorities (including, if applicable, the Trustee or any agent of the
Trustee acting in their respective commercial capacities); PROVIDED that the
short-term unsecured debt obligations of such depositary institution or trust
company at the time of such investment, or contractual commitment providing
for such investment, are assigned the highest credit rating by each Rating
Agency. 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 a segregated direct deposit account
maintained with a depository institution or trust company organized under the
laws of the United States of America or any one 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 Standard & Poor's Ratings
Services and P-1 by Moody's Investors Service, Inc.

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. The Servicer's collection efforts include
having personnel call a delinquent Obligor every third day in the event such
Obligor is twelve to less than sixty days delinquent, every other day in the
event the Obligor is greater than sixty days delinquent and every day in the
event the Obligor is greater than ninety days delinquent. The Servicer's
general approach is to restructure a delinquent loan as opposed to
repossessing the associated Motorcycle; however, the Servicer's approach with
respect to a specific Obligor is affected by the Obligor's responsiveness and
attitude. Consistent with this approach, 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 Due Period relating to the
latest maturity date (as specified with respect to the pool of

<PAGE>

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 "DUE 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 day preceding the Distribution Date. The Servicer
will be entitled to recoup Advances on a Contract by means of a high priority
withdrawal from the sum of the interest and principal available for
distribution as provided 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
Due 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 Due 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, 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.

<PAGE>

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 Due 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
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. 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

<PAGE>

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 Due Period net of
distributions to be made to the Servicer for such Trust with respect to such
Due 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 Due Period for purposes of determining
other amounts required to be distributed, deposited or otherwise remitted on
such Distribution Date.

STATEMENTS TO THE APPLICABLE TRUSTEE

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 Due 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

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 to the
effect that such firm has audited the financial statements of Eaglemark
Financial and issued its report thereon and that such audit: (i) included an
examination of selected documents and records relating to the servicing of
Contracts, (ii) included an examination of delinquency and loss statistics
relating to Eaglemark's portfolio of Contracts and (iii) except as described
in the statement, disclosed no exceptions or errors in the records relating
to the Contracts serviced.

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 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 Servicer will exercise that degree of skill and care
consistent with the skill and care that the Servicer exercises with respect
to similar contracts serviced by the Servicer, and, in any event no less
degree of skill and care than would be exercised

<PAGE>

by a prudent servicer of motorcycle conditional sales contracts. 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 Applicable Trustee and Securityholders
for servicing and administering the Contracts and will also be responsible
for any fees and expenses of the subservicer.

SERVICER DEFAULT

A "SERVICER DEFAULT" under each Sale and Servicing Agreement and Pooling
and Servicing Agreement will include: (i) any failure by the Servicer to make
any payment or deposit required to be made under the Sale and Servicing
Agreement or Pooling and Servicing Agreement or Transfer and Sale Agreement,
which failure continues to be unremedied for four business days after the
date on which such payment or deposit was due; (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 or Transfer and Sale Agreement, which failure materially
and adversely affects the rights of the Noteholders or the Certificateholders
of the related series and which continues unremedied for 30 days after the
date on which such failure commences; 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, (i) the related Indenture Trustee or (ii) the holders of Notes of
the related series evidencing more than 50% of the principal amount of the
Notes then outstanding and Certificateholders with aggregate fractional
interests representing more than 50% of the Trust 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 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

<PAGE>

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.

AMENDMENT

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.

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 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

<PAGE>

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 Sale and Servicing 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 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

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

<PAGE>

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
the event described in the immediately following paragraph.

Unless otherwise provided in the related Prospectus Supplement, in order
to avoid excessive administrative expense, the Seller through the Trust
Depositor will be permitted at its option to purchase from each Trust, as of
the end of any applicable Due 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 Due Period.

As and to the extent in the related Prospectus Supplement, outstanding
Notes (or any class of Notes) of the related series may be redeemed
concurrently with the event specified above, and the subsequent distribution
to the related Securityholders of all amounts required to be distributed to
them pursuant to the applicable Trust Agreement or Indenture will effect
early retirement of the Securities of such series.

ADMINISTRATION AGREEMENT

The Company, in its capacity as administrator (in such capacity, 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.
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
Trust Depositor.

INDIVIDUAL MOTORCYCLE INSURANCE

The terms of each Contract require that for the life of the Contract,
each Motorcycle is to be 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" (i.e., purchase on its own,
with a corresponding claim for reimbursement against the Obligor to the
extent provided in the applicable Contract) 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 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 motorcycles, automobiles, light duty trucks, vans and minivans is
perfected by notation of the secured party's lien on the vehicle's
certificate of title.

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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 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 Motorcycle 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,

<PAGE>

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

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

<PAGE>

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
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.

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.

<PAGE>

FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following is a general discussion of the material 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 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 NOTES AND CERTIFICATES.

Each Trust will be provided with an opinion of Winston & Strawn 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. Such opinions will be
filed by the Servicer, together with the final documentation for the
respective Trust transaction, with the Commission under Form 8-K under the
Exchange Act. 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 or a Grantor Trust treated as a grantor trust under the Code.
Pursuant to legislation enacted in 1996, as an alternative to those two 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.

<PAGE>

OWNER TRUSTS

TAX CHARACTERIZATION OF OWNER TRUSTS

OPINIONS

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.

Federal Tax Counsel will also render an opinion that the Notes will be
classified as debt for federal income tax purposes.

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. Additionally, 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

51
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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.
The Clinton Administration has proposed legislation which if enacted, would
require OID on the Notes to be computed in accordance with Section 1272(a)(6)
and certain prepayment assumptions.

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.

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 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 OID,
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.
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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. The IRS Restructuring and Reform Act of
1998, which was signed into law on July 22, 1998, generally reduces from 18
months to one year the period of time that an individual must hold a capital
asset in order to receive long-term capital gains treatment upon disposition
of such asset. This change is retroactive in effect and generally applies to
sales of capital assets occurring on or after January 1, 1998.

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.

NEW WITHHOLDING REGULATIONS. On October 6, 1997, the Treasury
Department issued new regulations (the "New Regulations") which make certain
modifications to the backup withholding and information reporting rules
described above. The New Regulations attempt to unify certification
requirements and modify reliance standards. The New Regulations will
generally be effective for payments made after December 31, 1999, subject to
certain transition rules. Prospective investors are urged to consult their
own tax advisors regarding the New Regulations.

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

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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.

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

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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
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, if 50% or more
of the outstanding interests in the Trust are sold or exchanged within any
12-month period, the Trust will be deemed to terminate and then be
reconstituted for federal income tax purposes. If such a termination occurs,
the assets of the terminated Trust (the "Old Trust") are deemed to be
constructively contributed to a reconstituted Trust (the "New Trust") in
exchange for interests in the New Trust. Such interests would be deemed
distributed to the partners, or Certificateholders, of the Old Trust in
liquidation thereof, which would not constitute a sale or exchange.
Accordingly, if the sale of the Trust's interests terminated the partnership
under Section 708 of the Code, the Certificateholder's basis in its ownership
interest would not change. The Trust's taxable year would also terminate as
a result of a constructive

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termination and, if the Certificateholder was on a different taxable year
than the Trust, the termination could result in the "bunching" of more than
twelve months of the Trust's income or loss in the Certificateholder's income
tax return for the year in which the Trust was deemed to terminate.

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 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

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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.

The New Regulations make certain modifications to the backup withholding
and information reporting rules described above. The New Regulations attempt
to unify certification requirements and modify reliance standards. The New
Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. Prospective investors are urged
to consult their own tax advisors regarding the New Regulations.

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

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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

OPINION

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 and that, 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.

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 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

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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 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.
The Clinton Administration has proposed legislation which if enacted, may
require the yield on the Contracts to be determined based on the prepayment
assumptions.

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.

<PAGE>

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 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.

The New Regulations make certain modifications to the backup withholding
and information reporting rules described above. The New Regulations attempt to
unify certification requirements and modify reliance standards. The New
Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.

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<PAGE>

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 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 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

61
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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

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 in the secondary market 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.

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

62
<PAGE>

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 including providing an
unqualified opinion with respect to the legality of the Securities issued by a
Trust, and for the underwriters for such series by Brown & Wood LLP, New York,
New York.

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<PAGE>

INDEX OF TERMS

<TABLE>
<S> <C>
Administration Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Applicable Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Base Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Buell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Calculation Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Calculation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30-32
CD Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
CD Rate Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . 29
CD Rate Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Certificate Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Certificate Distribution Account . . . . . . . . . . . . . . . . . . . . . . 38
Certificate Pool Factor. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Certificateholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Collateral Reinvestment Account. . . . . . . . . . . . . . . . . . . . . . . .8
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Collection Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Commercial Paper Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Commercial Paper Rate Determination Date . . . . . . . . . . . . . . . . . . 30
Commercial Paper Rate Security . . . . . . . . . . . . . . . . . . . . . . . 29
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Composite Quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 8
Cutoff Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Definitive Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Definitive Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Depositor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
DTC Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Due Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Eaglemark. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Eaglemark Financial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Early Amortization Event . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Eligible Deposit Account . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
FASIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4, 50
Federal Funds Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Federal Funds Rate Determination Date. . . . . . . . . . . . . . . . . . . . 30
Federal Funds Rate Security. . . . . . . . . . . . . . . . . . . . . . . . . 29
Federal Tax Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Fixed Rate Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

64
<PAGE>

Floating Rate Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Foreign Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
FTC Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Funding Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
H.15(519). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Index Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Indirect Participants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Initial Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Initial Cutoff Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Initial Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Insolvency Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Interest Reset Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Interest Reset Period. . . . . . . . . . . . . . . . . . . . . . . . . . 28, 29
Investment Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
IRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
LIBOR Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
LIBOR Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . 31
LIBOR Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Lien Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Mandatory Special Redemption . . . . . . . . . . . . . . . . . . . . . . . . 13
Money Market Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Motorcycles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7, 50
Note Distribution Account. . . . . . . . . . . . . . . . . . . . . . . . . . 38
Note Pool Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Noteholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Obligor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
OID. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Other Manufacturers. . . . . . . . . . . . . . . . . . . . . . . . . . . .7, 50
Owner Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Pass-Through Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6, 28
Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Pooling and Servicing Agreement. . . . . . . . . . . . . . . . . . . . . . . .4
Pre-Funded Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Pre-Funding Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Purchase Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Rating Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12, 17
Registrar of Titles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Related Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Revolving Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Sale and Servicing Agreements. . . . . . . . . . . . . . . . . . . . . . . . .7
Schedule of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Security Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Securityholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Servicer Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

65
<PAGE>

Spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Spread Multiplier. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Strip Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Strip Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Subsequent Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Subsequent Purchase Agreement. . . . . . . . . . . . . . . . . . . . . . . . 15
Subsequent Transfer Date . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Telerate Page 3750 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Transfer and Sale Agreement. . . . . . . . . . . . . . . . . . . . . . . . 7, 8
Treasury bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Treasury Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Treasury Rate Determination Date . . . . . . . . . . . . . . . . . . . . . . 32
Treasury Rate Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
UCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Underwriting Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . 62

</TABLE>
66

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

$195,000,000
HARLEY-DAVIDSON EAGLEMARK
MOTORCYCLE TRUST 1999-1

EAGLEMARK, INC.
SELLER AND SERVICER
EAGLEMARK CUSTOMER
FUNDING CORPORATION-IV
TRUST DEPOSITOR

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

PROSPECTUS SUPPLEMENT

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

SALOMON SMITH BARNEY
FIRST UNION CAPITAL MARKETS