EXHIBIT 10.1



                       MASTER PURCHASE AND SALE AGREEMENT
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         This MASTER  PURCHASE AND SALE AGREEMENT (the  "Agreement"),  dated and
effective as of the date set forth on the signature page of this  Agreement,  is
made and entered into by and between  AutoPrime,  Inc.,  a Delaware  corporation
(the "Purchaser"),  and the entity more particularly  described on the signature
page of this Agreement (the "Seller").

         WHEREAS,  subject  to the terms of this  Agreement,  Seller  desires to
sell,  and  Purchaser  desires to purchase,  from time to time,  pools of retail
installment  sales contracts  secured by first priority liens on automobiles and
light-duty trucks (collectively, the "Contracts").

         NOW, THEREFORE, in consideration of the mutual premises and promises of
the parties, the receipt and sufficiency of which are hereby  acknowledged,  and
in  reliance  on the  representations,  warranties,  covenants,  and  conditions
contained herein, Purchaser and Seller agree as follows:

                                    ARTICLE 1

                                   Definitions

         Whenever  used  herein,  unless the  context  otherwise  requires,  the
following words and phrases have the following meanings:

         Section  1.1  Amount  Financed  shall  mean,  as to any  Contract,  the
purchase price of the Financed Vehicle and related closing costs as shown in the
documentation evidencing such Contract, less any down payment previously paid on
such Financed Vehicle.

         Section  1.2  Agreement  shall  mean  this  Master  Purchase  and  Sale
Agreement and all amendments and supplements hereto.

         Section  1.3  Annual  Percentage  Rate  or APR  shall  mean,  as to any
Contract and at any time, the  contractual  rate of interest then being borne by
such Contract, as determined therein.

         Section  1.4 Bill of Sale  shall  mean each  bill of sale,  in the form
attached  hereto as Exhibit  A,  delivered  by Seller  pursuant  to Section  2.4
hereof.

         Section 1.5 Closing  Date shall mean the date agreed by the parties and
set forth on each Contract  Schedule  delivered in accordance  with the terms of
this Agreement,  which is, as to any Pool of Contracts purchased hereunder,  the
date at  which  Purchaser  purchases  such  Pool of  Contracts  from  Seller  in
accordance with, and subject to, the terms and provisions of this Agreement.

         Section 1.6 Computer Tape shall mean the computer  tapes,  floppy disks
and/or print-outs  generated by Seller which provide information relating to the
Contracts.

         Section  1.7  Contract(s)  shall  mean  the  retail  installment  sales
contracts secured by first priority liens on automobiles and light-duty  trucks,
delivered to Purchaser from time to time, and described in a Contract  Schedule.
Each Contract includes,  without limitation,  all related security interests and
any rights to receive  payments  which are  received  pursuant  thereto from and
after the related Cut-Off Date.

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         Section  1.8  Contract  File  shall  mean  as to any  Contract  (a) the
original copy of the  Contract,  (b) the original  certificate  of title for the
related  Financed  Vehicle  with the first lien granted in favor of Seller noted
thereon, (c) any extension, modification or waiver agreement(s) relating to such
Contract,  (d) all documents evidencing the existence of any Insurance Policies,
(e) the executed credit  application of Obligor,  (f) a credit report  detailing
the Obligor's credit history from a credit reporting service,  and (g) copies of
all other documentation regarding Obligor generated by Seller or executed by the
Obligor.

         Section 1.9 Contract  Schedule shall mean the list attached as Addendum
I to each Bill of Sale  delivered  by Seller on each  Closing  Date  pursuant to
Section 2.4 and Section 2.5 hereof,  identifying  the  Contracts to be purchased
and sold on and as of such Closing Date, and which (a) identifies  each Contract
by  contract  number plus the name and address of the Obligor and (b) sets forth
as to each  Contract:  (i) the original  selling price of the Financed  Vehicle,
(ii) the make and model of each  Financed  Vehicle,  (iii) the unpaid  principal
balance due on the Contract as of the related  Cut-Off Date,  (iv) the number of
payments past due on the Contract as of the related Cut-Off Date, (v) the amount
of each scheduled  payment due from the Obligor,  (vi) the APR, (viii) the final
payment date, and (ix) the most recent payment date.

         Section  1.10  Credit Code shall mean those laws in effect in the State
from time to time  which  govern  the making  and  collection  of motor  vehicle
installment sales contracts.

         Section  1.11  Cut-Off  Date  shall  mean the  date  set  forth on each
Contract  Schedule  delivered in  accordance  with the terms of this  Agreement,
which is, as to any  Contract  purchased  hereunder,  the date as of which  such
Contract is offered by Seller for  purchase,  the date as of which such contract
is actually accepted or deemed accepted by Purchaser for purchase,  and the date
as of which the corresponding Contract Schedule is based.

         Section 1.12 Electronic  Ledger shall mean the electronic master record
of the installment sale contracts or installments loans of Seller.

         Section 1.13 Financed  Vehicle shall mean the Motor  Vehicle,  together
with  all  accessions  thereto,  securing  an  Obligor's  indebtedness  under  a
Contract.




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         Section  1.14  Insurance  Policies  shall  mean  all  physical  damage,
comprehensive and collision, fire and theft insurance policies maintained by the
Obligors with respect to the Financed  Vehicles,  the vendor's  single  interest
insurance policy providing coverage upon repossession of a Financed Vehicle, and
any  credit  life and  disability  insurance  maintained  by or on behalf of the
Obligors and benefiting the holders of the Contracts.

         Section 1.15 Motor Vehicle  shall mean a used  automobile or light-duty
truck.

         Section 1.16 Obligors shall mean each person, other than Seller, who is
indebted under, or has  guaranteed,  a Contract,  or who has acquired a Financed
Vehicle subject to a Contract.

         Section   1.17   Person   shall  mean  any   individual,   corporation,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
incorporated organization,  or government or any agency or political subdivision
thereof.

         Section  1.18 Pool  shall  mean each pool of  Contracts  delivered  for
purchase by Purchaser pursuant to Section 2.1 hereof.

         Section 1.19 Servicing  Agreement  shall mean the Servicing  Agreement,
dated the same date as this  Agreement,  executed  between  Seller,  or Seller's
affiliate, and Purchaser.

         Section 1.20 Servicing File shall mean all legal documents,  accounting
records and other items (including comments on collection efforts) maintained by
or on behalf of Seller  with  respect  to a  Contract  and not  included  in the
Contract File  therefor,  and the Computer  Tape and any other machine  readable
tapes,  floppy  magnetic  diskettes,  optical  storage disks,  or other computer
memory containing same.

         Section  1.21 State shall mean the one or more local,  state or federal
governmental jurisdictions in which the transactions described herein occur.

         Section  1.22 UCC  shall  mean the  Uniform  Commercial  Code as now in
effect  in  the  relevant  State,  as  such  Uniform   Commercial  Code  may  be
subsequently amended.

                                    ARTICLE 2

                         Purchase and Sale of Contracts

         Section 2.1 Purchase and Sale of Contracts. At the Closing Date, Seller
shall sell,  transfer,  assign and deliver to  Purchaser,  and  Purchaser  shall
purchase,  accept, and receive from Seller, a Pool of Contracts,  subject to the
terms of this  Agreement.  At any time after the Closing Date,  Seller may, from
time to time, submit additional Contracts or Pools of Contracts to Purchaser for
purchase in accordance  with,  and subject to, the terms and  provisions of this
Agreement.

         Section 2.2       Conveyance and Delivery of Contracts.

         (a) With  respect to each  Contract  actually  purchased  by  Purchaser
pursuant to this Agreement,  Seller, on the Closing Date, shall sell,  transfer,
assign, endorse, set over, convey, and deliver to Purchaser all right, title and
interest of Seller in, to and under:

                  (i) the Contracts  accepted by Purchaser on such Closing Date,
including all payments of principal and interest, lawful late charges, and other
similar  payments due thereon and accruing  after the related  Cut-Off Date, and
all payments on the  Contracts  received  prior to or after the related  Cut-Off
Date which have not been  applied to the amounts due on the  Contracts as of the
related Cut-Off Date;

                  (ii)  the  liens  and  security   interests   created  by  the
Contracts,  and other  rights of Seller  arising out of such liens and  security
interests, in the Financed Vehicles;


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                  (iii)  the  interest  of  Seller,  if  any,  in all  Insurance
Policies relating to the Financed Vehicles or the Contracts,

                  (iv)   all documents and information contained in the Contract
 Files and the Servicing Files;

                  (v)    the Electronic Ledger; and

                  (vi)   all proceeds derived from any of the foregoing.

         (b) SELLER AND PURCHASER AGREE AND  ACKNOWLEDGE  THAT THIS AGREEMENT IS
AN  AGREEMENT  FOR THE  PURCHASE  AND SALE OF  CONTRACTS  ONLY AND IS NOT A LOAN
TRANSACTION  AND THAT NO TERM OR PROVISION  CONTAINED IN THIS AGREEMENT SHALL BE
CONSTRUED TO THE CONTRARY.

         Section 2.3      Purchase Price; Payments.
                          -------------------------
         (a) The purchase  price for each Contract shall be the amount set forth
on Addendum II to the Bill of Sale with respect to such Contract (the  "Purchase
Price").  Upon  satisfaction  of the  conditions  in Section 2.4 and Section 2.5
hereof with respect to each Contract, Purchaser shall pay the Purchase Price for
such Contract to Seller.

         (b) For  each  Contract  purchased  by  Purchaser,  Purchaser  shall be
entitled  to all  payments  on such  Contract  received on and after the related
Cut-Off Date,  including  accrued  interest.  In addition,  all payments on each
Contract received by Seller prior to the related Cut-Off Date which (i) have not
been applied to the amount due on such Contract as of the related  Cut-Off Date,
and (ii) were not utilized to  calculate  the unpaid  principal  balance of such
Contract,  shall be the  property of  Purchaser  and  forwarded  to Purchaser by
Seller on the Closing Date, or promptly thereafter when received by Seller.

         Section 2.4  Conditions to  Effectiveness  of Agreement;  Deliveries at
Closing. The effectiveness of this Agreement and all of Purchaser's  obligations
hereunder, is subject to Purchaser having received on or before the Closing Date
the following items (unless waived by Purchaser in writing), each of which shall
be dated as of the Closing Date:

         (a)  copies  of  appropriate  resolutions  of Seller  certified  by the
Secretary  of Seller  (if  Seller is a  corporation),  in the form of  Exhibit B
attached hereto, or other documentation of the authority of the Person executing
all documents required hereunder on behalf of Seller authorizing Seller to enter
into and perform this Agreement,  each Bill of Sale, the Servicing Agreement and
any and all other documents, obligations and transactions contemplated hereunder
and thereunder;

         (b)      an executed Servicing Agreement;

         (c) an executed incumbency certificate (if Seller is a corporation), in
the form of Exhibit C attached  hereto,  or other  evidence of the signatures of
the representatives of Seller signing this Agreement,  each Bill of Sale and the
Servicing Agreement;

         (d)      an executed Owner's Agreement, in the form attached hereto as
Exhibit D;

         (e)      an executed Power of Attorney in the form attached hereto as
Exhibit E;

         (f)      an  executed  Bill  of  Sale  conveying  Seller's  interest in
the Contracts to be delivered on such Closing Date from Seller to Purchaser;

         (g)      a UCC  search in each  jurisdiction  requested  by  Purchaser,
the  results  of  which  are  satisfactory  to  Purchaser  in  Purchaser's  sole
discretion;


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         (h)      a title report issued by a  reputable  title reporting  agency
approved by Purchaser with respect to each Financed Vehicle securing each
of the Contracts purchased;

         (i)      with  respect  to  each  Contract  purchased,  a copy  of  the
Contract,  all Insurance  Policies,  the Contract File, the Servicing  File, the
certificate of title or other  document  evidencing  lien or security  interests
created by the Contract, and the Electronic Ledger; and

         (j)      all other documents that may be requested by Purchaser.

         Section 2.5  Conditions to Subsequent  Sales of Contracts.  Purchaser's
obligations to purchase  Contracts or Pools of Contracts  which Seller may, from
time to time,  submit to Purchaser for purchase  after the Closing Date pursuant
to this  Agreement  shall be subject to the  satisfaction  of the conditions set
forth in  Sections  2.4(f),  (g),  (h),  (i) and (j) with  respect  to each such
Contract as of the applicable Cut-Off Date.

                                    ARTICLE 3

                    Representations and Warranties of Seller

     Section  3.1.  Representations  and  Warranties  of Seller.  Seller  hereby
represents and warrants to, and agrees and covenants  with,  Purchaser as of the
Closing Date and each Cut-Off Date as follows:

         (a)  Organization  and Good  Standing.  Seller  is duly  organized  and
validly  existing under the laws of its  jurisdiction of  incorporation or other
formation,  has the power to own its  assets,  including  but not limited to the
Contracts,  and to  transact  business  in the  State in  which it is  currently
engaged.  Seller is duly qualified to do business and is in good standing in the
State and in each other  jurisdiction  in which the  character  of the  business
transacted by it or properties owned or leased by it or the purchase and sale of
the Contracts requires such qualification and in which the failure so to qualify
would have an  adverse  effect on the  performance  of Seller  hereunder  or the
enforceability of any of the Contracts.

         (b) Authorization;  Binding Obligations. Seller has all requisite power
and  authority  to make,  execute,  and deliver this  Agreement,  to perform its
obligations  under  this  Agreement  and  to  effect  all  of  the  transactions
contemplated  to be  performed  by it under  this  Agreement,  and has taken all
necessary  action to authorize the execution,  delivery and  performance of this
Agreement and to consummate the transactions  contemplated hereby. When executed
and  delivered,  this Agreement  will  constitute  the legal,  valid and binding
obligation of Seller enforceable in accordance with its terms.

         (c) No Consent  Required.  Seller is not required to obtain the consent
of any other party nor is any consent,  license, approval or authorization from,
or registration or declaration  with, the State or any  governmental  authority,
bureau or agency required in connection with Seller's  execution,  delivery,  or
performance of this Agreement,  or, if required,  Seller has previously obtained
any such required consent,  license,  approval,  authorization,  registration or
declaration.

         (d) No  Violations.  The  execution,  delivery and  performance of this
Agreement and the  transactions  contemplated  hereby by Seller will not violate
any  provision of any existing law or  regulation  or any order or decree of any
court of competent jurisdiction applicable to Seller or the charter or bylaws of
Seller,  or constitute a breach of any mortgage,  indenture,  loan  agreement or
other contract to which Seller is a party or by which Seller may be bound.

         (e) Litigation. No litigation or administrative proceeding of or before
any  court,  tribunal  or  governmental  body is  currently  pending  or, to the
knowledge  of  Seller,  threatened  against  Seller  or any  of its  properties,
including  specifically the Contracts,  Financed Vehicles or Insurance Policies,
or with respect to this Agreement.


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         (f)  Sale  of  Contracts.  Each  sale  of  Contracts  pursuant  to this
Agreement  shall be  reflected  on Seller's  balance  sheet and other  financial
statements  as a sale of assets by Seller.  Seller  shall not take any action or
omit to take any action  which  would  cause the  transfer  of any  Contract  to
Purchaser  to be treated as anything  other than a sale to  Purchaser  of all of
Seller's right, title and interest in and to such Contract.

     Section 3.2.  Representations  and Warranties as to Each  Contract.  Seller
hereby makes the following representations and warranties as to each Contract or
Pool of Contracts conveyed by it to Purchaser hereunder.

         (a) Characteristics of Contracts.  The Contract (i) has been originated
by Seller in the  ordinary  course of Seller's  business  and has been fully and
properly  executed  by  the  parties  thereto,  (ii)  is  secured  by  a  valid,
subsisting,  and enforceable  first priority lien and security interest in favor
of  Seller  in the  Financed  Vehicle,  which  lien and  security  interest  are
assignable  by Seller to Purchaser,  (iii)  contains  customary and  enforceable
provisions  such as to render  the  rights and  remedies  of the holder  thereof
adequate  for  realization   against  the  collateral  securing  such  Contract,
including the Financed Vehicle,  (iv) provides for payments which fully amortize
the Amount  Financed over the original term and provide  interest at the related
APR over the term of the  Contract,  (v) provides for, in the event the Contract
is prepaid,  a prepayment that fully prepays the outstanding  principal  balance
thereof and includes  accrued and unpaid  interest at least  through the date of
prepayment  in an amount  equal to the APR,  and (vi) has not, as of the related
Cut-Off Date,  been  modified as a result of the  Soldiers'  and Sailors'  Civil
Relief Act of 1940, as amended.

         (b)  Contract  Schedule.  The  information  set  forth in the  Contract
Schedule with respect to such Contract was true and correct as of the opening of
business on the related  Cut-Off Date, and the principal  balance and the APR of
the Contract as of the related  Cut-Off Date have been  accurately and correctly
calculated in all documents  within the related  Contract File and is accurately
and correctly shown on the Contract Schedule. All reports delivered to Purchaser
by Seller regarding payments made by Obligor subsequent to the Cut-Off Date will
be, when delivered, true and correct.

         (c) Down Payment. The down payment paid by the Obligor on each Contract
was paid by such  Obligor  to Seller in the amount and form as set forth on each
Contract.

         (d)  Compliance  with Law.  The  Contract,  and the sale of the related
Financed  Vehicle,  complied  at the time it was  originated  or made,  and will
comply  as  of  the  Closing  Date  and  the  related  Cut-Off  Date,  with  all
requirements  of State law and any  other  applicable  federal,  state and local
laws, and regulations thereunder,  including,  without limitation, laws relating
to usury, the Federal  Truth-In-Lending  Act, the Equal Credit  Opportunity Act,
the Fair Credit  Billing  Act,  the Fair  Credit  Reporting  Act,  the Fair Debt
Collection  Practices Act,  Federal  Reserve Board  Regulations B, Z and AA, any
state  adaptations of the National  Consumer  Credit  Protection  Act, any state
adaptations of the Uniform  Consumer  Credit Code,  and, to the best of Seller's
information and beliefs any other applicable consumer credit, equal opportunity,
and disclosure laws.

         (e)  Binding   Obligation.   The  Contract   constitutes  the  genuine,
bona-fide,  valid,  and binding  obligation of the Obligor,  enforceable  by the
holder thereof in accordance with its terms.

         (f)  Solvency of  Obligors.  To Seller's  knowledge,  no  voluntary  or
involuntary  petition  or  complaint  is pending by or against  Obligor  seeking
bankruptcy of Obligor or the appointment of a receiver or trustee of Obligor, or
of all or substantially  all of the assets of Obligor;  and no order,  order for
relief, judgment or decree is pending or threatened seeking the appointment of a
receiver or trustee of  Obligor,  or of all  substantially  all of the assets of
Obligor.

         (g) No  Government  Obligor.  The  Obligor is not the United  States of
America or any State thereof, or any agency,  department,  political subdivision
or instrumentality of the United States of America or any State thereof.

         (h) Contracts in Force. The Contract has not been pledged,  encumbered,
satisfied,  subordinated, waived, restricted, rescinded or held to be invalid or
unenforceable,  and the  Financed  Vehicle has not been  released  from the lien
granted by the  Contract in whole or in part nor has the  Financed  Vehicle been
damaged to such degree that materially affects the value of the Financed Vehicle
since the date of sale of the Financed Vehicle to Obligor.

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         (i) No  Amendment  or Waiver.  No  provision  of the  Contract has been
amended,  waived,  altered or  modified  in any  respect,  except  pursuant to a
document,  instrument or writing  included in the Contract File and reflected in
the Electronic Ledger and no such amendment,  waiver, alteration or modification
causes such Contract or the lien and security  interest  granted by the Contract
against the  Financed  Vehicle not to conform to the other  representations  and
warranties contained in this Agreement, nor renders it invalid or unenforceable.

         (j)  No  Defenses.  The  Contract  is  not  subject  to  any  right  of
rescission,  setoff, counterclaim or defense including,  without limitation, the
defense  or  claim  of  usury,  and the  operation  of any of the  terms  of the
Contract, or the exercise of any right thereunder,  will not render the Contract
unenforceable  in whole or in part or  subject  to any  claim,  cause of action,
right of rescission,  right of  cancellation,  setoff,  counterclaim  or defense
including, without limitation, the defense or claim of usury, and no such claim,
cause  of  action,   right  of  rescission,   right  of  cancellation,   setoff,
counterclaim or defense has been asserted by Obligor with respect thereto.

         (k) No Liens. There are no undisclosed liens or claims, including liens
for work,  labor,  materials  or unpaid state or federal  taxes  relating to the
Financed Vehicle, that are or may be liens prior to, equal to or subordinate to,
the lien granted by the Contract against the Financed Vehicle.


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         (l) No Default.  Except for payment  delinquencies  of which Seller has
notified Purchaser in writing, no default, breach, violation or event permitting
acceleration under the terms of the Contract exists; and no continuing condition
that with notice or lapse of time, or both, would constitute a default,  breach,
violation  or event  permitting  acceleration  under the  terms of the  Contract
exists; and Seller has not waived any of the foregoing.

         (m) Good Title.  Neither  the  Contract  nor any of Seller's  interests
therein has been sold, assigned, hypothecated,  pledged or otherwise conveyed by
Seller to any person other than Purchaser and, immediately prior to the transfer
and assignment herein contemplated,  Seller (i) had good and marketable title to
the Contract free and clear of any encumbrance,  equity,  lien, pledge,  charge,
claim,  security  interest or other right or title of any third party,  (ii) was
the sole owner and holder of the Contract and all rights  thereunder,  and (iii)
had full  right,  power and  authority  to transfer  and assign the  Contract to
Purchaser.  Immediately  upon the  transfer  and  assignment  of the Contract to
Purchaser,  Purchaser shall have good and marketable title to the Contract, free
and clear of any encumbrance,  equity,  lien, pledge,  charge,  claim,  security
interest or other right or title of any other  Person and the  transfer  will be
valid and enforceable under the laws of the State.

         (n) Lawful Assignment.  The Contract has not been originated in, and is
not subject to the laws of, any jurisdiction under which the sale,  transfer and
assignment  of such  Contract  hereunder  to  Purchaser  or  pursuant  to  which
transfers of the Contracts to Purchaser are unlawful, void or voidable.

         (o) All Filings Made. All filings,  including UCC filings, necessary in
any  jurisdiction  to give Purchaser an ownership  interest (or a first priority
perfected security interest) in the Contract have been made.

         (p) One  Original.  There is only one  original  executed  Contract and
related certificate of title, which has been conveyed, endorsed and delivered by
Seller to Purchaser.

         (q) No Fraud or Misrepresentations. The Contract was originated without
any conduct constituting fraud or  misrepresentation,  failure of consideration,
or forgery or alteration.

         (r)  Possession.  On the related  Closing Date,  Purchaser will receive
possession of the original Contract and the related Contract File, and there are
and there  will be no  agreements  in effect  adversely  affecting  the right or
ability of Seller to make, or cause to be made, any delivery required hereunder.

         (s) Bulk Transfer Laws. The transfer,  assignment and conveyance of the
Contract and the Contract  Files by Seller  pursuant to this  Agreement  are not
subject to bulk  transfer or any similar  statutory  provisions in effect in any
applicable jurisdiction.

         (t) Taxes.  All ad  valorem,  excise  and other  taxes of any nature or
description  whatsoever and all recording fees and title transfer costs relating
to the Contracts and the Financial Vehicles have been paid in full by Seller.


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         (u)  Information.  All  financial  statements,  tax returns,  journals,
ledgers,  and other  information  furnished to Purchaser in connection  with the
purchase of the Contracts was or will be at the time  furnished true and correct
in all respects,  and Seller has not made any untrue  statement of material fact
or omitted to state any  material  fact to  Purchaser or any of its officers and
agents in  connection  with the  purchase  of the  Contracts  by  Purchaser.  No
material  adverse  change has  occurred  in the  business,  prospects,  profits,
properties,   operations,  or  condition,  financial  or  otherwise,  except  as
disclosed to Purchaser in such delivered information.

         (v) No Assignment.  Seller has not taken any action to convey any right
to any  Person  that  would  result in such  Person  having a right to  payments
received under the Insurance Policies or payments due under any Contract that is
senior to, equal with, or subordinate to that of Purchaser.

         (w)  Characteristics.  The  Contracts  in each  Pool had the  following
characteristics  as of the related  Cut-Off Date:  (i) each Contract is a retail
installment  sales contract for the purposes of used Financed Vehicle  statutes;
and (ii) none of the Financed Vehicles securing the Contracts has been titled as
salvaged, reconditioned or reconstructed Motor Vehicles.

         (x)  Computer  Tape.  The  Computer  Tape  relating  to the  Pool  made
available by Seller was complete and accurate as of the related Cut-Off Date and
includes a description  of the same Contracts that are described in the Contract
Schedule.

         (y) Marking  Records.  On or before the Closing Date,  Seller will have
caused the portions of the  Electronic  Ledger  relating to the  Contracts to be
purchased as of the related Cut-Off Date to be clearly and unambiguously  marked
to show that  such  Contracts  are  owned by  Purchaser  and,  upon  Purchaser's
request, shall provide Purchaser with evidence of such marking.

         (z)  Other.  Without  limiting  any of the  foregoing,  Seller  further
represents and warrants as to each Contract the  following:  (i) the Contract is
in  form  and  substance  in  compliance   with  all   applicable   governmental
requirements; (ii) the Contract is the only instrument executed for the purchase
of the  property  described  therein  and is and will  continue  to be free from
defenses,  offsets and  counterclaims;  (iii) all  statements  contained in each
Contract  are true and  correct  and the  unpaid  balance  as shown  therein  is
correct; (iv) any down payment in any Contract has been made in cash and not its
equivalent  unless  otherwise  stated in each Contract;  (v) no part of the down
payment described in any Contract and reflected as paid has been loaned or given
directly or indirectly by Seller to Obligor; (vi) the Financed Vehicle described
in the Contract has been  delivered;  (vii) each sale evidenced by said Contract
was completed in accordance with governmental  requirements affecting such sale,
including,  but not limited to, the Federal  Truth-in-Lending  Act, the Magnuson
and Moss Warranty  Federal  Trade  Commission  Improvement  Act and Warrant Act,
Federal Equal Credit  Opportunity Act, The Federal Trade Commission Act, and all
applicable state and local laws and regulations; (viii) all required disclosures
to Obligor were made in accordance with all governmental requirements;  (ix) the
Obligor in each Contract had the legal capacity to enter into said Contract; and
(x) the names and  signatures  on each  Contract are not forged,  fictitious  or
assumed and are true and correct.


                                       13

<PAGE>


                                    ARTICLE 4

                               Covenants of Seller

     Seller  hereby  agrees to keep,  perform and fully  discharge the following
covenants and agreements:

     Section 4.1 Effecting and Perfecting Each Sale of Contracts. At the request
of Purchaser, Seller will, at Seller's expense, promptly:

                  (i) take or cause to be taken any further action  necessary or
appropriate to effect and perfect each sale and conveyance of each Contract made
hereunder;

                  (ii)  execute  or  cause to be  executed  such  documents  and
instruments  as are necessary or appropriate to effect and perfect each sale and
conveyance of each Contract made hereunder;

                  (iii) obtain from third  parties all  documents,  instruments,
waivers and  releases  necessary,  and to take all other  actions  requested  by
Purchaser,  to  facilitate  each  sale  and  conveyance  of each  Contract  made
hereunder; and

                  (iv) execute a notice letter to the Obligors,  informing  them
of the  existence  of this  transaction  and the  assignment  of the  applicable
Contract,  and Seller hereby grants  Purchaser the authority to mail such notice
letter to, or otherwise  contact,  Obligors  informing  them of the existence of
this transaction and the assignment of the applicable Contract.

         Without  limiting  the  generality  of the  foregoing,  at  Purchaser's
request,  Seller will send appropriate  notices of the transfer of the Contracts
to insurers under the Insurance Policies covering the Financed Vehicles securing
the  Contracts  and will send  appropriate  notices  to the  Obligors  under the
Contracts.

     Section 4.2  Certificate  of Title.  Seller has  delivered  and assigned to
Purchaser  the  original  certificate  of title with  respect  to each  Financed
Vehicle that is the subject of each Contract  purchased by Purchaser  hereunder,
and Seller  will not  request  any  governmental  agency to issue or cause to be
issued any copy of such certificate of title, except upon the written request of
Purchaser.  If a temporary  certificate of title has been obtained and delivered
to Purchaser,  Seller will  promptly  obtain a permanent  certificate  of title,
reflecting Seller's lien, and deliver it to Purchaser as soon as it is obtained.

     Section 4.3 No Future Lien.  After the sale to  Purchaser of any  Contract,
Seller will not create or cause to be created any lien or claim, including liens
for work,  labor,  materials  or unpaid  state or federal  taxes  relating  to a
Financed Vehicle, that are prior to or equal to the lien granted by the Contract
against the Financed Vehicle.

     Section 4.4 Replacement and Repurchase of Contracts. Seller will perform or
cause to be performed the  replacement  and repurchase  obligations set forth in
Article 5 of this Agreement.

     Section 4.5  Relocation of Principal  Executive  Office.  Seller shall give
Purchaser at least thirty (30) days prior  written  notice of any  relocation of
its  principal  executive  office  and if, as a result of such  relocation,  the
applicable  provisions  of the UCC would  require the filing of any amendment of
any previously filed financing or continuation statement or of any new financing
statement,  Seller  shall  execute  and  deliver to  Purchaser  such  amended or
replacement financing statement.

     Section 4.6 Notice of Breach. Seller covenants and agrees to give Purchaser
prompt written notice upon discovery of a breach of any representation, warranty
or covenant of this  Agreement and upon the discovery of any  delinquency in the
payment of unpaid principal and interest on any Contract by Obligor.


                                       14

<PAGE>

                                    ARTICLE 5

                     Repurchase and Replacement of Contracts

     Section 5.1 Repurchase and Replacement Obligation. Upon the occurrence of a
Triggering Event (as defined below),  Seller agrees to replace or repurchase any
of the Contracts  subject to such Triggering  Event in the manner and within the
time period as provided in this Article 5.

     Section 5.2  Replacement of Contracts.  Upon the occurrence of a Triggering
Event,  Seller may elect to replace any  Contract by  delivering  to Purchaser a
replacement  contract  (a  "Replacement  Contract"),   which  is  acceptable  to
Purchaser, within the time specified in this Article 5. The Replacement Contract
delivered by Seller must be secured by a first  priority  lien on an  automobile
and/or light-duty truck and must contain an equivalent  pay-off amount as of the
date of  exchange,  the same  term,  the same  APR,  and such  other  terms  and
provisions  acceptable  to  Purchaser.  To the  extent  Purchaser,  in its  sole
discretion,  accepts a Replacement  Contract with a term,  APR or pay-off amount
that varies in any way from that of the Contract to be replaced,  the  resulting
yield on the investment  for Purchaser  must be  equivalent.  Seller will pay to
Purchaser,  or vice versa, an amount at the date of exchange which will make the
exchange exact as to value and yield.  Seller shall reimburse  Purchaser for any
and all expenses  incurred by Purchaser with respect to any Contract replaced in
accordance  with this Article 5. The decision to accept or reject a  Replacement
Contract  is in the  Purchaser's  sole  discretion,  and  Purchaser  is under no
obligation to accept a Contract offered by Seller as a replacement. If Purchaser
does not accept the Replacement Contract,  Seller must repurchase the delinquent
Contract from Purchaser pursuant to Section 5.5 hereof.




                                       15

<PAGE>


     Section 5.3 Manner of  Replacement.  If Purchaser  accepts the  Replacement
Contract  offered by Seller,  Seller shall  promptly  deliver to  Purchaser  the
Contract File related to the Replacement  Contract,  together with the documents
required  to be  delivered  pursuant  to Section  2.5  hereof.  Upon  receipt by
Purchaser of each of the foregoing (unless receipt of any is expressly waived by
Purchaser),  Purchaser  shall  promptly  deliver  to Seller the  Contract  to be
replaced, the Contract File related to the Contract to be replaced and all other
documents in the possession of Purchaser related to the Contract to be replaced.

     Section 5.4  Continuing  Obligations  of Seller on  Replacement  Contracts.
Seller agrees and acknowledges that the representations,  warranties,  covenants
and other obligations of Seller arising under this Agreement with respect to all
Contracts shall continue and be enforceable with respect to any such Replacement
Contracts,  including,  but not limited to, the  representations  and warranties
contained in Article 3 hereof,  the  covenants of Seller  contained in Article 4
hereof, and the repurchase and replacement obligations contained in this Article
5.

     Section 5.5  Repurchase of Contracts.  Upon the  occurrence of a Triggering
Event,  Seller may elect to repurchase any Contract within the time specified in
this Article 5. The purchase price for the Contract to be  repurchased  shall be
the payoff amount on the Contract plus all accrued and unpaid interest  thereon,
less one-half of the unearned  discount on the Contract at the date of exchange.
In addition,  Seller shall reimburse Purchaser for any and all expenses incurred
by Purchaser with respect to such Contract. Upon the receipt by Purchaser of the
repurchase  price  together  with any expenses as set forth in this Section 5.5,
Purchaser shall promptly  deliver to Seller the Contract to be repurchased,  the
Contract File related to the repurchased Contract and all other documents in the
possession of Purchaser related to the repurchased Contract.

     Section 5.6 Triggering Events. For purposes of this Article 5, a Triggering
Event shall mean:

         (a)  a breach by  Seller of any  representation,  warranty  or covenant
contained in this  Agreement  and such breach has not been cured in all material
respects within five (5) days of Seller's  receipt of notice of such breach from
Purchaser; or

         (b) if any  payment due under any  Contract  becomes  delinquent  for a
period of thirty (30) days or more.

     Section  5.7 Timing of Seller's  Repurchase  and  Replacement  Obligations.
Seller must complete its repurchase and replacement obligations pursuant to this
Article 5 within five (5) days of the expiration of the cure period set forth in
Section  5.6(a) or within ten (10) days  following  the date at which a Contract
becomes delinquent for thirty (30) days as set forth in Section 5.6(b).

                                    ARTICLE 6

                                 Indemnification

     Seller hereby agrees to protect,  defend,  indemnify and hold Purchaser and
its assigns and their  respective  attorneys,  accountants,  employees,  agents,
officers  and  directors  harmless  from and against  all  losses,  liabilities,
damages, judgments, claims, counterclaims,  demands, actions, proceedings, costs
and expenses (including  reasonable attorneys' fees) of every kind and character
resulting  from,   relating  to  or  arising  out  of  this  Agreement  and  the
transactions contemplated hereby including,  without limitation, those resulting
from, relating to or arising out of (a) the inaccuracy, nonfulfillment or breach
of any representation,  warranty, covenant or agreement made by Seller herein or
in the documents  described in Section 2.4 or Section 2.5 hereof,  (b) any legal
action, including any counterclaim, to the extent it is based upon alleged facts
that,  if true,  would  constitute  a breach  of any  representation,  warranty,
covenant or agreement  made by Seller  herein or in the  documents  described in
Section 2.4 or Section 2.5 hereof, (c) any actions or omissions of Seller or any
employee or agent of Seller, or any negligent, reckless or willful misconduct of
Seller or any employee or agent of Seller,  occurring  prior to the Cut-Off Date
with respect to any Contract or the Financed  Vehicle,  or (d) the  violation or
claim of violation of any of the State's laws by Seller or any person acting for
or on behalf of Seller.


                                       16

<PAGE>

                                    ARTICLE 7

                            Miscellaneous Provisions

     Section 7.1. Amendment.  This Agreement may be amended from time to time by
Seller and Purchaser only by written agreement signed by Seller and Purchaser.

     Section 7.2.  Disputes.  In the event of a dispute  regarding  the terms of
this Agreement,  the breach of any  representation or warranty contained herein,
or any matter arising hereunder, if Seller and Purchaser cannot otherwise agree,
the matter  shall be submitted to binding  arbitration  under the  International
Rules of the American Arbitration  Association,  before an independent qualified
expert in Dallas, Texas.

     Section 7.3.  Further  Assurances.  In order to facilitate  enforcement  of
Purchaser's  rights hereunder with respect to any Contract and Financed Vehicle,
Seller  shall,  promptly  after the request by Purchaser or its assigns,  and at
Seller's  expense,  do and  perform  or  cause to be done  and  performed  every
reasonable  act and thing  necessary  or advisable to carry out to the intent of
this Agreement (including,  without limitation,  ensuring that Purchaser has the
right and ability to enforce payment and  performance of the Contracts).  Seller
hereby  grants an  irrevocable  power of  attorney  coupled  with an interest to
Purchaser for the specific  purpose of exercising all rights and remedies Seller
would have with respect to the Contracts,  titles to motor  vehicles  serving as
collateral,  and the  Financed  Vehicles  securing  them,  but  for  sale of the
Contracts to Purchaser.  Seller hereby  authorizes  Purchaser to send the notice
letter to Obligors,  informing them of the existence of this transaction and the
assignment of the applicable Contract.

     Section 7.4. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed to be an original, and
all of such counterparts shall constitute one and the same Agreement.

     Section 7.5.  Survival.  The obligations of Seller and Purchaser under this
Agreement, including, but not limited to, the representations and warranties set
forth in Article 3, the covenants set forth in Article 4, and the repurchase and
replacement  obligations  set  forth  in  Article  5 shall  survive  the sale of
Contracts to Purchaser.

     Section 7.6. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Texas and the obligations,  rights and remedies of
the parties  hereunder  shall be determined in accordance with such laws without
giving  effect to the conflict of laws  principles  thereof.  This  Agreement is
performable  in  Dallas  County,  Texas,  which is  proper  venue  for all legal
proceedings. Each of the parties expressly consents to the personal jurisdiction
of the courts of the State of Texas.

     Section 7.7. Notices.  All demands,  notices and  communications  hereunder
shall be in  writing  and shall be deemed to have been duly  given if  delivered
personally,  delivered  by a national  overnight  delivery  service or mailed by
first class mail,  postage prepaid to the address of each party set forth on the
signature  page of this  Agreement,  which  address  is the  principal  place of
business of such party unless otherwise indicated.

     Section  7.8.  Severability  of  Provisions.  If  any  one or  more  of the
covenants,  agreements,  provisions  or  terms of this  Agreement  shall be held
invalid for any reason whatsoever, then such covenants,  agreements,  provisions
or terms shall be deemed  severable  from the remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

     Section 7.9. No  Partnership.  Nothing herein  contained shall be deemed or
construed  to create a  co-partnership  or joint  venture  between  the  parties
hereto.

                  [remainder of page intentionally left blank]


                                       17

<PAGE>


     Section 7.10.  Successor  and Assigns.  This  Agreement  shall inure to the
benefit  of and be  binding  upon  Seller  and  Purchaser  and their  respective
successors  and  assigns;  provided,  however,  that this  Agreement  may not be
assigned by Seller without the prior written consent of Purchaser. Purchaser may
sell,  assign,  hypothecate,  pledge or otherwise  convey this  Agreement or any
Contract purchased hereunder without the prior written consent of Seller.
















                                       18


<PAGE>


     IN WITNESS  WHEREOF,  each of the parties has caused this  Agreement  to be
signed and delivered by its duly authorized  officers or representatives on this
6th day of October, 1997.

SELLER:                                      PURCHASER:

Consumer Investments Corporation             AutoPrime, Inc.


By:  /s/ William O. Merritt                  By:  /s/ Robert T. Davenport
     ------------------------------               ------------------------------
Title: President                             Title: Director of Dealer Relations
Address: 2980 East Northern Avenue           Address:   200 Crescent Court
         Phoenix, Arizona  85028                        Suite 1900
                                                        Dallas, Texas  75201



STATE OF TEXAS

COUNTY OF DALLAS

         The foregoing  instrument  was  acknowledged  before me this 6th day of
October,   1997  by  William  O.  Merritt,   President  of  Consumer  Investment
Corporation, an Arizona corporation.


                                                      /s/ Connie S. Gibbs
                                                      ------------------------
                                                      Notary Public in and for
                                                      said County and State
My commission expires:  3/25/98

         (SEAL)



STATE OF TEXAS

COUNTY OF DALLAS

         The foregoing  instrument  was  acknowledged  before me this 6th day of
October, 1997 by Robert T. Davenport, Director of Dealer Relations of AutoPrime,
Inc., a Delaware corporation.


My commission expires:  3/25/98                /s/ Connie S. Gibbs
                                               ------------------------
         (SEAL)                                Notary Public in and for
                                               said County and State





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