TFC ENTERPRISES INC
AMENDMENT #4
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENT #4
<TEXT>

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EXHIBIT 10.2 TO FORM 8K



   Amendment No. 4 to Amended and Restated Motor Vehicle Installment Contract
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                           Loan and Security Agreement
                           ---------------------------



This AMENDMENT NO. 4 (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 January 1, 1999,
as amended by Amendment No. 1 dated May 10, 2000.  Amendment No. 2 dated August
18, 2000, and Amendment No. 3 dated September 29, 2000 (as so amended, the
"Agreement"), which Agreement amended and restated that certain Loan and
Security Agreement, dated December 20, 1996, as amended.

     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.  Effective as of the date hereof, the Agreement
     is hereby amended as follows:

(a)  The first four sentences in Section 2.3, Loan Term:  Right to Terminate,
     shall be deleted in their entirety and replaced with the following:

     "Unless sooner terminated as hereinafter provided, this Agreement shall
     terminate on the last day of the initial term, or if renewed, on the last
     day of the renewal term.  The initial term is January 1, 1999 through March
     31, 2001.  There are two renewal terms.  The first renewal term is April 1,
     2001 through January 1, 2002 and the second renewal term is January 2, 2002
     through January 1, 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 novation or an accord and
     satisfaction of the outstanding Note or any of Borrower's obligations to
     Lender.
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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 novation 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 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 documents as an original handwritten executed copy
    thereof.



     IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of
November 30, 2000



                                   GENERAL ELECTRIC CAPTIAL CORPORATION

                                   By:_________________________________________

                                   Print:_______________________________________

                                   Title:_______________________________________


                                   THE FINANCE COMPANY

                                   By:________________________________________

                                   Print:_______________________________________

                                   Title:_______________________________________


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