EXHIBIT 99.33 SERVICING AGREEMENT THIRD AMENDMENT

         This THIRD AMENDMENT TO SERVICING  AGREEMENT (this "Amendment") is made
and entered into as of the 22nd day of  December,1999,  by and between  RELIANCE
ACCEPTANCE GROUP, INC., a Delaware  corporation  ("RAG") and AUTOFUND SERVICING,
INC., a Texas  corporation  ("AFSI").  Capitalized  terms not otherwise  defined
herein have the meaning set forth in the Servicing Agreement (as defined below).

RECITALS
         RAG has  heretofore  entered  into a  Servicing  Agreement  dated as of
January 27,1999 (as the same may be further  amended,  modified or restated from
time to time, the "Servicing Agreement"), with AFSI.

         RAG and AFSI desire to amend  Schedule 2 to the Servicing  Agreement to
add additional Sales Contracts to such schedule.

AGREEMENTS
         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein  contained,  and for other good,  fair and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

         Schedule 3 attached to the  Servicing  Agreement  is hereby  amended to
read in its entirety as set forth in Schedule 3 attached hereto.

         11.      This Amendment  shall be deemed entered into with and shall be
                  governed  by and  interpreted  in  accordance  with  the  laws
                  (except for the  conflict of law  principles)  of the State of
                  Texas and the laws of the United States of America.

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

         13.      Except  as  modified  hereby,  all  of the  provisions  of the
                  Servicing  Agreement  are hereby  ratified and  confirmed  and
                  shall continue in full force and effect.  This Amendment shall
                  be binding  upon,  and shall  inure to the benefit of, RAG and
                  AFSI and each of their  respective  successors  and  permitted
                  assigns.

         14.      To induce RAG to enter into this Amendment, AFSI confirms that
                  the  representations  and  warranties of AFSI contained in the
                  Servicing Agreement are true and correct on the date hereof.

                         (signatures on following page)

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized  signatories as of the day and year
first above written.



                                             AUTOFUND SERVICING, INC.,
                                             A Texas  corporation

                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________

                                                                        "AFSI"




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                        RELIANCE ACCEPTANCE GROUP, INC.,
                             A Delaware corporation


                                             By:______________________________
                                                   James T. Moran, President

                                                                        "RAG"



SHEDULE 3



Addition  of the  charge-off  accounts  for branch  164.  This  represents  1267
accounts for $6,234,742 in receivables.




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