Exhibit 10



                                                       [AFC Funding Corporation]

               SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


         This  SECOND   AMENDMENT  TO  RECEIVABLES   PURCHASE   AGREEMENT  (this
"Amendment"),  dated as of August 15, 1997, is among AFC Funding Corporation, an
Indiana  corporation  ("Seller"),  Automotive  Finance  Corporation,  an Indiana
corporation ("AFC"), POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION,  a Delaware
Corporation  ("Purchaser"),  and  NESBITT  BURNS  SECURITIES,  INC.,  a Delaware
Corporation, as Agent for Purchaser (in such capacity, "Agent").

                                    RECITALS

         1.  Seller,  AFC,  Purchaser  and Agent are parties to the  Receivables
Purchase Agreement, dated as of December 31, 1996, as amended (the "Agreement"),
pursuant  to  which  Purchaser  has  agreed  to  purchase  undivided  percentage
ownership  interests with regard to the Participation  (such term, and the other
capitalized terms used in this Amendment without definition, having the meanings
assigned to such terms in the Agreement) from Seller from time to time.

         2. Seller has requested Purchaser and Agent to amend specified terms of
the Agreement to increase the maximum  Purchase Limit,  and Purchaser and Agent,
on the basis of their  independent  credit review and other such factors as they
consider appropriate, are willing to amend such terms.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         SECTION 1.        Amendment to the Agreement.
                           --------------------------

         1.1 The definition of "Purchase Limit" in Exhibit I to the Agreement is
hereby  amended by  substituting  "$225,000,000"  for  "$100,000,000"  where the
latter appears in that definition.

         SECTION 2.        Conditions to Effectiveness.
                           ---------------------------

         2.1 This Amendment shall become effective on the date hereof,  provided
that (i) each of the parties hereto (or, in the case of Purchaser,  Agent on its
behalf) shall have received  counterparts of this Amendment  executed by each of
the other parties hereto (including  facsimile signature pages), (ii) the Surety
Bond Provider shall have acknowledged and accepted this Amendment as required by
Section 4.04 of the Insurance  Agreement  and (iii) each of the Rating  Agencies
shall have acknowledged that this Amendment



shall not result in a downgrade or withdrawal of the ratings of the Commercial
Paper.

         2.2 The  delivery  to any  Rating  Agency of an  executed  copy of this
Amendment  shall  constitute  conclusive  evidence that Sections 2.1(i) and (ii)
shall have been satisfied.

         SECTION 3.        Effect  of  Amendment;   Ratification.   Except  as
specifically  amended  hereby,  the Agreement shall remain in full force and
effect and is hereby ratified and confirmed in all respects.

         SECTION 4.        Counterparts.  This  Amendment  may be  executed  in
any number of  counterparts  and by different parties on separate counterparts,
and each counterpart shall be deemed to be an original,  and all such
counterparts shall together constitute but one and the same instrument.

         SECTION 5.        Governing  Law. This Amendment shall be governed by,
and construed in accordance  with, the internal laws of the State of Indiana
without regard to any otherwise applicable conflict of laws principles.

         SECTION 6.        Section  Headings.  The various  headings of this
Amendment are inserted for convenience only and shall not affect the  meaning or
interpretation  of this  Amendment  or the  Agreement  or any  provision hereof
or thereof.

                         [Signatures begin on next page]


                                     - 2 -



         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date first written above.

                                AFC FUNDING CORPORATION


                                By:  /s/ Jeffrey K. Harty
                                     ---------------------   
                                     Name:
                                     Title:


                                AUTOMOTIVE FINANCE CORPORATION


                                By:  /s/ Jeffrey K. Harty
                                     ---------------------
                                     Name:
                                     Title:


                                POOLED ACCOUNTS RECEIVABLE CAPITAL
                                CORPORATION
                      

                                By:  /s/ Dwight Jenkins
                                     ---------------------      
                                     Name: Dwight Jenkins
                                     Title: Vice President


                                NESBITT BURNS SECURITIES, INC., as Agent


                                By:  /s/ Jeffrey J. Phillips
                                     ------------------------         
                                     Name: Jeffrey J. Phillips
                                     Title: Managing Director


                                By:  /s/ Thomas C. Wright
                                     ---------------------
                                     Name: Thomas C. Wright
                                     Title: Sr. Executive Vice President



Acknowledged and Accepted
this    day of August, 1997

CAPITAL MARKETS ASSURANCE CORPORATION


By:  /s/ Steve Cooke
     -----------------
     Name: Steve Cooke
     Title: VP