ASTA FUNDING, INC.
                          NOMINATING COMMITTEE CHARTER
 
 
PURPOSE OF THE NOMINATING COMMITTEE
 
   The purpose of the Nominating Committee is:
 
   o to identify qualified individuals for membership on the Company's board
     of directors; and
 
   o to recommend to the board the director nominees for election at the next
     annual meeting of stockholders.
 
MEMBERSHIP OF THE NOMINATING COMMITTEE
 
   The Nominating Committee:
 
   o shall consist of not less than three members of the board of directors,
     the exact number to be established by the board of directors from time to
     time;
 
   o members shall consist solely of individuals who meet the independence
     standards set forth in Securities and Exchange Commission rules and in
     the listing standards applicable to the Company; and
 
   o members shall be appointed and may be removed by the board of directors.
 
DUTIES OF THE NOMINATING COMMITTEE
 
   The Nominating Committee shall:
 
   o establish general criteria for identifying and selecting individuals who
     may be nominated for election to the board of directors, which criteria
     shall
 
     o  reflect, at a minimum, all applicable laws, rules, regulations and
        listing standards applicable to the Company, and
 
     o  include, without limitation, a potential candidate's experience, areas
        of expertise and other factors relative to the overall composition of
        the board of directors;
 
   o annually review the size, composition and needs of the board of directors
     and make recommendations to the board;
 
   o recommend to the board of directors the director nominees for election at
     the next annual meeting of stockholders;
 
   o consider and recommend candidates for appointment to the board to the
     extent vacancies arise between annual meetings of stockholders;
 
   o consider director candidates submitted by stockholders, in accordance
     with guidelines developed by the Nominating Committee; and
 
   o annually review the Nominating Committee charter and recommend to the
     board any changes it deems necessary or desirable.
 
MEETINGS OF THE NOMINATING COMMITTEE
 
   The Nominating Committee shall meet as often as necessary to carry out its
responsibilities, but not less than once each year. At the discretion of the
chairperson of the Nominating Committee, but at least once each year, the
members of the Nominating Committee shall meet in executive session, without
any members of management present.
 
ADDITIONAL AUTHORITY OF THE NOMINATING COMMITTEE
 
   The Nominating Committee shall have the authority to do the following, in
its discretion, to the extent it deems appropriate in carrying out its duties
under this Charter:
 
   o delegate any of its responsibilities to a subcommittee or subcommittees;
     and
 
   o retain outside counsel and other advisors.