EXHIBIT 10.6

                       MASTER PURCHASE AND SALE AGREEMENT


         This MASTER PURCHASE AND SALE AGREEMENT (this  "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 I

                                   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 the 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 that 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
thereon,  (c) any extension,  modification,  or waiver agreement(s)  relating to
such  Contract,  (d) all  documents  evidencing  the  existence of any Insurance


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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 II

                         Purchase and Sale of Contracts

         Section 2.1    Purchase and Sale of Contracts. On 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  ACKNOWLEDGE  AND AGREE 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
decision 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 III

                    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
knowledge,  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.

         (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.


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         (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.

                                   ARTICLE IV

                               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 sale and 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 sale and assignment of the applicable Contract.

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         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 that
is prior to or equal to the lien  granted by the  Contract  against the Financed
Vehicle,  including a lien for any work,  labor,  materials,  or unpaid state or
federal taxes relating to a 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 V 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.

                                    ARTICLE V

                     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 V.

         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 V. 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 V. 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  obligations  and  conditions of
Seller contained in Article II, the representations and warranties  contained in
Article III hereof,  the covenants of Seller contained in Article IV hereof, and
the repurchase and replacement obligations contained in this Article V.

         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  V.  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 V,  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 V 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).

         Section 5.8 Right and First  Option to Purchase or Exchange  Contracts.
Seller  hereby  agrees  that in the event and  during  such time of a default by
Seller under the terms of this Agreement,  including,  without  limitation,  the
failure of Seller to timely  repurchase or replace any Contract pursuant to this
Article V, then,  in such event,  Seller  will not sell,  assign,  encumber,  or
otherwise  transfer or dispose to any third party any retail  installment  sales
contract owned by Seller and secured by first priority liens on automobiles  and
light-duty  trucks unless Seller first offers such contract to Purchaser  either
for (a) purchase at a price to be  calculated  in  accordance  with the terms of
this  Agreement  or (b)  exchange in  accordance  with  Section  5.2,  with such
election to be made by Purchaser in Purchaser's sole discretion.  Purchaser will
have five (5) business days following the presentment of any contracts by Seller
to exercise the right and first option granted hereunder.  If Purchaser notifies
Seller of its intent not to purchase or exchange such  contracts or if Purchaser
fails to notify Seller of its intention within such five (5) day period,  Seller
may sell, assign,  encumber,  or otherwise transfer or dispose of such contracts
to any third party.  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  contracts  purchased or exchanged by Purchaser  pursuant to this
Section 5.8,  including,  but not limited to, the  obligations and conditions of
Seller contained in Article II, the representations and warranties  contained in
Article III hereof,  the covenants of Seller contained in Article IV hereof, and
the repurchase and replacement obligations contained in this Article V.

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                                   ARTICLE VI

                                 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.

                                   ARTICLE VII

                            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 Commercial Rules
of the American Arbitration  Association before an independent  qualified expert
in Dallas, Texas. Purchaser and Seller agree that an arbitrator may, in addition
to any other remedy at law or equity, award punitive,  consequential, or special
damages against a party for any claim, controversy,  or dispute arising under or
in any way relating to this Agreement,  whether arising in equity,  contract, or
tort (including, without limitation, any claim for fraud or negligence).

         Section 7.3 Injunctive Relief;  Specific  Performance.  Notwithstanding
the foregoing terms of Section 7.2,  Purchaser and Seller  acknowledge and agree
that the failure of any party to perform its agreements and covenants under this
Agreement  will cause  irreparable  injury to the other party for which damages,
even if  available,  will not be an  adequate  remedy.  Accordingly,  each party
hereby consents and agrees to the issuance of injunctive  relief by any court of
law of competent  jurisdiction (a) in the event of a dispute regarding the terms
of the  Agreement,  the  breach of any  representation,  warranty,  or  covenant
contained in the Agreement, or any other dispute,  controversy, or claim between
the Purchaser and Seller arising under or in any way related to the Agreement or
the transactions  contemplated  thereby or (b) to compel specific performance of
such  party's  obligations  and to the  granting  by any court of the  remedy of
specific performance of its obligations under this Agreement.

         Section 7.4  Remedies.  Purchaser  and Seller agree that (a) all rights
and  remedies  under this  Agreement  are  cumulative  and that no  election  or
exercise of any right or remedy will be deemed an  exclusion  of any other right
or  remedy  and (b)  unless  expressly  stated,  no right or remedy  under  this
Agreement will be deemed a limitation on any other right or remedy.

         Section 7.5 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


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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 7.6 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 7.7 Survival.  The  obligations  of Seller and Purchaser  under
this  Agreement,   including,  but  not  limited  to,  the  representations  and
warranties  set forth in Article III, the covenants set forth in Article IV, the
repurchase  and  replacement  obligations  set  forth  in  Article  V,  and  the
obligations  of  Seller  contained  in  Article  VI  shall  survive  the sale of
Contracts to Purchaser.

         Section 7.8 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  7.9  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 7.10  No Partnership.  Nothing herein contained shall be deemed
or construed to create a  co-partnership  or joint  venture  between the parties
hereto.

         Section  7.11  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 7.12  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.

         Section 7.13.  Attorneys'  Fees and Costs.  If attorneys' fees or other
costs are incurred to secure performance of any obligations under the Agreement,
or to  establish  damages  for  the  breach  thereof  or  to  obtain  any  other
appropriate  relief at law or equity,  whether by way of prosecution or defense,
the prevailing party shall be entitled to recover reasonable attorneys' fees and
costs incurred in connection therewith.



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<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
12th day of January, 1999.

SELLER:                                         PURCHASER:
------                                          ---------
ACE Motor Company                               AutoPrime, Inc.



By:    /s/ Charles Norman                      By: /s/ Thomas A. Hanson
       ----------------------                      -------------------------
Title:  President                              Title:  Director of Marketing
Address: 5949 Sherry Lane                      Address: 200 Crescent Court
         Suite 525                                      Suite 1900
         Dallas, Texas  75225                           Dallas, Texas  75201


STATE OF TEXAS

COUNTY OF DALLAS

         The foregoing  instrument was  acknowledged  before me this 12th day of
January,  1999 by  Charles  Norman,  President  of ACE  Motor  Company,  a Texas
corporation.

                                               /s/ Joan M. Simpson
                                               ------------------------
                                               Notary Public in and for
                                               said County and State
My commission expires:  10-16-2001

         (SEAL)



STATE OF TEXAS

COUNTY OF DALLAS

         The foregoing  instrument was  acknowledged  before me this 12th day of
January, 1999 by Thomas A. Hanson,  Director of Marketing of AutoPrime,  Inc., a
Delaware corporation.

                                               /s/ Joan M. Simpson
My commission expires: 10-16-2001              ---------------------------------
         (SEAL)                                Notary Public in and for
                                               said County and State





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