Exhibit 22

                          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, 2001 through December 31, 2001, 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 ____ day of April, 2002.




                                        By:/s/
                                        Name: Frank A. Armstrong
                                        Title:Vice President and
                                              Chief Financial Officer
















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