ANNUAL OFFICER'S CERTIFICATE


                           WORLD OMNI FINANCIAL CORP.



         The undersigned, duly authorized representative of World Omni Financial
Corp. ("WOFCO"), as Servicer, pursuant to Section 3.5 of the Amended and
Restated Sale and Servicing Agreement, dated as of April 6, 2000, between
World Omni Financial Corp., as Servicer, WODFI LLC, as Transferor, and
World Omni Master Owner Trust, does  hereby  certify  that a  review  of the
activities  of the  Servicer  during the  period  from  January 1, 2000 through
December 31, 2000, 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, 2001.


                                    By:________________________________
                                       Name:   Alan J. Browdy
                                       Title:  Vice President, Finance

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