ANNUAL OFFICER'S CERTIFICATE


                           WORLD OMNI FINANCIAL CORP.



         The undersigned, duly authorized representative of World Omni Financial
Corp. ("WOFCO"), as Servicer, pursuant to Section 3.03 of the Second Amended and
Restated  Servicing  Agreement dated as of July 1, 1994, as amended by Amendment
No. 1 to Second Amended and Restated  Servicing  Agreement  dated  September 23,
1998 and as supplemented by:

          1.  Supplement  1997-A to Servicing  Agreement dated May 1, 1997,
          2.  Supplement  1997-B to Servicing  Agreement dated October 1, 1997,
          3.  Supplement  1998-A to Servicing  Agreement dated October 1, 1998,
          4.  Supplement AL-1997 to Servicing Agreement, dated December 30,
              1997, Amended and Restated as of May 4, 1998,
          5.  Supplement AL-1997-RR to Servicing Agreement, dated December 30,
              1997, Amended and Restated as of May 4, 1998,
          6.  Supplement AL-1998 to Servicing Agreement, dated December 22,
              1998,
          7.  Supplement AL-1998-RR to Servicing Agreement, dated December 22,
              1998,
          8.  and Supplement 1999-A to Servicing Agreement dated August 1,
              1999,

all  between VT Inc.,  as Trustee of World Omni LT and WOFCO,  (as  amended  and
supplemented,  the  "Agreement"),  does  hereby  certify  that a  review  of the
activities  of the  Servicer  during the  period  from  January 1, 1999  through
December 31, 1999, has been made under my supervision with a view to determining
whether  during such period the Servicer has  performed  and observed all of its
obligations under the Agreement.  To the best of my knowledge, no default by the
Servicer under the Agreement has occurred and is continuing.

         Capitalized  terms used but not  defined  herein are used as defined in
the Agreement.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
this 30th day of March, 2000.


                                    By:________________________________
                                       Name:   Alan J. Browdy
                                       Title:  Vice President Accounting,
                                               Corporate Controller




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