TFC ENTERPRISES INC
EXHIBIT 10.41
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<TYPE>EX-10.41
<SEQUENCE>9
<FILENAME>dex1041.txt
<DESCRIPTION>EXHIBIT 10.41
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                                                                   Exhibit 10.41

   Amendment No. 5 to Amended and Restated Motor Vehicle Installment Contract
                           Loan and Security Agreement



This AMENDMENT NO. 5 (this "Amendment") is made by and between THE FINANCE
COMPANY, a Virginia corporation ("Borrower") and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("Lender").

                                    RECITALS

         A. Borrower and Lender are parties to an Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated March 31, 2001,
as amended by Amendment No. 1 dated June 27, 2001, as amended by Amendment No. 2
dated November 29, 2001, as amended by Amendment No. 3 dated March 12, 2002, as
amended by Amendment No. 4 dated August 30, 2002 (as so amended, the
"Agreement").

         B. Borrower and Lender desire to amend certain provisions of the
Agreement pursuant to the terms set forth in this Amendment.

         In consideration of the premises, the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto,
Borrower and Lender agree as follows:

         1. Defined Terms. Unless otherwise specified herein, all capitalized
terms used in this Amendment shall have the same meaning given to such term(s)
in the Agreement.

         2. Amendments to Agreement. Subject to the conditions of subparagraph
(a) hereunder, the Agreement is hereby amended as follows:

         (a) Borrower shall, by October 15, 2002:

                (i)      Make payment to Lender of not less than Twenty Million
                         Dollars ($20,000,000) in accordance with Section 4.0 of
                         the Agreement;

                (ii)     Provide a back-up servicing agreement, on terms and
                         conditions acceptable to Lender, with Wells Fargo
                         Bank Minnesota, National Association, or another
                         entity acceptable to Lender, for the servicing of the
                         Pledged Contracts in the event of a default by
                         Borrower under the Agreement;

                (iii)    Begin paying the monthly fees charged by Wells Fargo
                         Bank Minnesota, National Association, as custodian,
                         to hold physical possession of the Collateral.

         (b) The first sentence in Section 2.3. "Loan Term: Right to Terminate."
shall be deleted in its entirety and replaced with the following:

                  "Unless sooner terminated as hereinafter provided, this
         Agreement shall terminate, and the Loan becomes payable in full, on the
         earlier of (i) April 1, 2003 or (ii) the termination of, or the failure
         of Westdeutsche Landesbank Girozentrale ("West

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         LB") to make advances for a period of forty-five (45) consecutive days
         under, the existing Forty Million Dollar ($40,000,000) loan agreement,
         between Borrower and West LB, dated as of March 15, 2002, as amended."

         (c) The first paragraph in Section 2.5. "Fees." shall be deleted in its
entirety and replaced with the following:

                  "(A) Borrower shall pay Lender a line fee quarterly as
         follows: One Hundred Twenty Five Thousand Dollars ($125,000) due and
         payable on March 31, 2002, Two Hundred Thousand Dollars ($200,000) due
         and payable on each June 30, 2002 and September 30, 2002, and Four
         Hundred Thousand Dollars ($400,000) due and payable on January 2, 2003.
         The payment of the line fee is nonrefundable."

         (d) The entire Section 14.9 "Restricted Repayment on Subordinated
Indebtedness" shall be deleted in its entirety and replaced with the following:

                  "Section 14.9 Restricted Repayment on Subordinated
         Indebtedness Borrower and its Affiliates shall not in the aggregate
         repay any principal on its subordinated indebtedness; provided,
         however, Borrower may repay the final Two Million Dollars ($2,000,000)
         installment due and payable to Cigna Lincoln National in June 2002, One
         Hundred Seventy Five Thousand Dollars ($175,000) due and payable to
         Invest TFC, LLC in two installment on March 31, 2002 and June 30, 2002,
         Three Hundred Thousand Dollars ($300,000) due and payable on two other
         promissory notes on July 27, 2002, Three Hundred Thousand Dollars
         ($300,000) due and payable on two other promissory notes on September
         3, 2002, and Five Hundred Thousand Dollars ($500,000) due and payable
         to N M. Rothschild & Sons Limited in 2003."

         3. Incorporation of Amendment. The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Agreement, the terms
and provisions of which, unless expressly modified herein, or unless no longer
applicable by their terms, are hereby affirmed and ratified and remain in full
force and effect. To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision of the
Agreement, the terms and provisions of this Amendment shall control. Each
reference to the Agreement shall be a reference to the Agreement as amended by
this Amendment. Nothing contained herein is intended, nor shall be construed to
be a notation or an accord and satisfaction of the outstanding Note or any of
Borrower's obligations to Lender.

         4. Borrower Remains Liable. Borrower hereby confirms that the Agreement
and each document executed by Borrower in connection therewith continue
unimpaired and in full force and effect and shall cover and secure all of
Borrower's existing and future obligations to Lender. Nothing contained herein
is intended, nor shall be construed, to be a notation or an accord and
satisfaction of the outstanding liabilities or any of Borrower's other
obligations to Lender.

         5. Headings.  The paragraph headings contained in this Amendment are
for convenience of reference only and shall not be considered a part of this
Amendment in any respect.

         6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois. Nothing herein shall preclude
Lender from bringing suit or taking

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other legal action in any jurisdiction.

         7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.

         8. Faxed Documents. In order to expedite the acceptance and execution
of this Amendment, each of the parties hereto agrees that a faxed copy of any
original executed document shall have the same binding effect on the party so
executing the faxed document as an original handwritten executed copy thereof.

         IN WITNESS WHEREOF, the undersigned have entered into this Amendment
No. 5 as of October __, 2002



                           GENERAL ELECTRIC CAPITAL CORPORATION

                           By: _________________________________

                           Title: ________________________________




                           THE FINANCE COMPANY

                           By: _________________________________

                           Title: ________________________________


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