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                                                                    EXHIBIT 10.3

                            PROCEEDS ESCROW AGREEMENT

         Agreement entered on the 25th day of January, 1999 by and among
Transition Auto Finance III, Inc. ("Issuer"), Great Nation Investment
Corporation ("Dealer"), and Texas Community Bank, a National Association, as
defined by Section 3(a)(6) of the Securities and Exchange Act of 1934, (the
"Escrow Agent").

         WHEREAS, with the assistance of Dealer, the Issuer proposes to offer
and sell up to $20,000,000 aggregate principal amount of its Secured Notes (the
"Notes") to be issued under a Trust Indenture between the Issuer and Trust
Management Inc. Trustee (the "Trustee").

         NOW, THEREFORE, the parties hereto hereby agree as follows:

       1. The Escrow Agent agrees to act as escrow agent in connection with the
offering and sale of Notes and, as such, to establish an appropriate account and
to receive the proceeds from the sale of the Notes for deposit therein until the
earlier of the termination of this Agreement or the termination of the offering
and sale of the Notes (the "Termination Date").

       2. Checks or other items for the payment of all or a part of the purchase
price of the Notes (all such items together with all proceeds thereof, the
"Escrowed Property") shall be payable to Escrow Agent and delivered daily to
Escrow Agent. The Escrow Agent will credit the proceeds to an escrow cash
account (the "Escrow Account") to be held by it under the terms of this
Agreement subject to Rule 15c2-4 under the Securities Act of 1934. All
subscribers' checks or other items for the payment of the purchase price of
Notes shall be transmitted by Dealer to the Escrow Agent by noon of the next
business day upon receipt by Dealer.

       3. The Escrowed Property, together with all interest earned thereon,
shall be held by the Escrow Agent until the earlier of (a) the time that the
Escrow Agent has received proceeds from the sale of the Notes in the aggregate
principal amount of $250,000, or more, or (b) the date of March 31, 2000 at
which time the escrow will terminate.

       4. Upon termination of the escrow, the Escrow Agent shall release the
Escrowed Property, together with all interest earned thereon to be distributed
to either (a) the Issuer, or such other party or parties, as required to carry
out the purpose of the Note offering if the minimum amount of the Notes have
been sold within the required time period described above, or (b) the
subscribers if the minimum amount of Notes have not been sold within such
period.

       5. If at any time to the completion of this escrow said Escrow Agent is
advised by the appropriate securities or state agency that the registration to
sell said notes has been revoked, said Escrow Agent shall thereupon return all
funds and the interest earned thereon to the respective subscribers.

       6. Escrow Agent shall deposit all funds received in insured accounts such
that each Investor that deposits funds is insured to the maximum amount allowed
under FDIC regulations, irrespective of the aggregate amount of funds received
from all Investors. The Escrow Agent shall invest such collected funds deposited
in the Escrow Account in short term investments to the extent permitted by the
Texas Banking Commission, provided however, that any such funds held subject to
any minimum escrow contingency shall be invested subject to Rule 15c2-4. The
Escrow Agent shall in



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no event be liable for any loss resulting from any change in interest rates
applicable to funds so invested.

         Interest on funds invested pursuant to this Section shall accrue from
the date of investment of such funds until such funds are released from escrow
pursuant to paragraph 4.

       7. The Escrow Agent's and Dealer's obligations and duties in connections
herewith are confined to those specifically enumerated in this Agreement. The
Escrow Agent and Dealer shall not be in any manner liable or responsible for the
sufficiency, correctness, genuineness or validity of any instruments received by
or deposited with them or with reference to the form of execution thereof, or
the identity, authority, or rights of any person executing, delivering, or
depositing same, and neither the Escrow Agent nor the Dealer shall be liable for
any loss that may occur by reason of forgery, false representation or the
exercise of their discretion in any particular manner or for any other reason,
except for their own gross negligence or willful misconduct.

       8. Escrow Agent shall receive compensation for its services as set forth
in the separate schedule of fees as made a part hereof by reference.

       9. The Escrow Agent may act pursuant to the written advice of counsel
with respect to any matter relating to this Escrow Agreement and shall not be
liable for any action taken or omitted in accordance with such advice.

      10. The Escrow Agent (and any other successor escrow agent) may at any
time resign as such by delivering all of the Escrowed Property to the successor
escrow agent jointly designated by the other parties hereto in writing, or to
any court of competent jurisdiction, whereupon the Escrow Agent shall be
discharged of and from any and all further obligations arising in connection
with this Escrow Agreement. The resignation of the Escrow Agent will take effect
on the earlier of (a) the appointment of a successor (including a court of
competent jurisdiction), or (b) the day which is thirty (30) days after the date
of delivery of its written notice of resignation to the other parties hereto. If
at that time the Escrow Agent has not received a designation of a successor
escrow agent, the Escrow Agent's sole responsibility after that time shall be to
safekeep the Escrowed Property until receipt of a designation of successor
escrow agent or a written disposition instruction by the Issuer and Dealer or a
final order of a court of competent jurisdiction.

      11. If any controversy arises between the parties hereto or with any third
person, the Escrow Agent shall not be required to determine the same or to take
any action but may await the settlement of any such controversy by final
appropriate legal proceeding, or otherwise as the Escrow Agent may require, or
the Escrow Agent may, in its discretion, institute such appropriate interpleader
or other proceedings in connection therewith as it may deem proper,
notwithstanding anything in this Agreement to the contrary. In any such event,
the Escrow Agent shall not be liable for interest or damages to the Issuer or
subscribers. In the event Escrow Agent should institute, or be named as a party
in, any legal proceedings to determine the lawful owner of the Escrowed
Property, Escrow Agent shall be entitled to recover from the contending parties
to said legal proceedings, reasonable attorney's fees and expenses which shall
be incurred by Escrow Agent in said proceedings.

      12. This Escrow Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and assigns,
heirs, administrators, and representatives



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and shall not be enforceable by or inure to the benefit of any third party
except as provided in Section 10 with respect to a resignation by the Escrow
Agent. No party may assign any of its rights or obligations under this Escrow
Agreement without the written consent of the other parties. This Escrow
Agreement shall be construed in accordance with and governed by the laws of the
State of Texas with regard to conflict of law principals.

      13. This Escrow Agreement may only be modified in writing by all of the
parties hereto, and no waiver hereunder shall be effective unless in writing
signed by the party to be charged.

         IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.

                                    DEALER:

                                    GREAT NATION INVESTMENT CORPORATION

                                    By:
                                       ----------------------------------------

                                    Date:
                                         --------------------------------------

Attest:
        -----------------------
                                    ISSUER:

                                    TRANSITION AUTO FINANCE III, INC.

                                    By:
                                       ----------------------------------------

                                    Date:
                                         --------------------------------------

Attest:
        -----------------------

                                    ESCROW AGENT:
                                    TEXAS COMMUNITY BANK, A National Association

                                    By:
                                       ----------------------------------------

                                    Date:
                                         --------------------------------------
Attest:
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