EXHIBIT 10.4


                       MASTER PURCHASE AND SALE AGREEMENT
                       ----------------------------------

         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.

         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

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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

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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.

         (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.





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<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.


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<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.






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<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.



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<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]



                                       41


<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.

         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
22nd day of January, 1998.

SELLER:                                          PURCHASER:

Lenders Auto Resale Centers of Texas, Inc.       AutoPrime, Inc.
dba Lenders Auto Resale Centers


By:  /s/ William O. Merritt                      By:  /s/ Thomas A. Henson
     --------------------------                       --------------------------
Title: President                                 Title: Director of Operations
Address:  4738 IH 35 South                       Address:  200 Crescent Court
          Austin, Texas  78745                             Suite 1900
                                                           Dallas, Texas  75201


STATE OF TEXAS

COUNTY OF TRAVIS

         The  foregoing  instrument  was  acknowledged  before  me this 22nd day
of January, 1998 by William O. Merritt, President of Lenders Auto Resale Centers
of Texas, Inc. dba Lenders Auto Resale Centers, an Arizona corporation.


                                                 /s/ Barbara Nelson
                                                 ------------------------
                                                 Notary Public in and for
                                                 said County and State
My commission expires:  7/21/2001

         (SEAL)



                                       42


<PAGE>


STATE OF TEXAS

COUNTY OF TRAVIS

         The foregoing  instrument was  acknowledged  before me this 22nd day of
January, 1998 by Thomas A. Hanson, Director of Operations of AutoPrime,  Inc., a
Delaware corporation.


                                                     /s/ Barbara Nelson
                                                     ------------------------
                                                     Notary Public in and for
                                                     said County and State
My commission expires:  7/21/2001

         (SEAL)











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