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Exhibit 10.38

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT



         THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
("Amendment") is made and entered into effective as of July 31, 1999 in
Columbus, Ohio, by and among WESTAR AUTO FINANCE, L.L.C., a Washington limited
liability company, as borrower (the "Company"), BANK ONE, NA, a national banking
association, as lender (the "Lender"), and ROBERT W. CHRISTENSEN, JR., an
individual, as indemnitor (the "Indemnitor").

                                    RECITALS

         The following recitals are representations with respect to certain
factual matters that form the basis of this Amendment and are an integral part
of this Amendment.

         A. The Lender agreed to loan to the Company the maximum sum of
$25,000,000.00 (the "Revolving Credit Commitment") pursuant to the terms and
conditions of a certain Amended and Restated Revolving Credit Agreement dated as
of July 22, 1997 by and between the Company and the Lender (the "Restated
Revolving Credit Agreement"). Certain capitalized terms which are not otherwise
defined herein shall have the meanings ascribed to them in the Restated
Revolving Credit Agreement;

         B. To evidence the Company's borrowings from time to time under the
Revolving Credit Commitment (collectively, the "Revolving Credit Loans"), the
Company executed a certain Amended and Restated Revolving Credit Note dated July
22, 1997 (the "Restated Note"), whereby the Company promised to pay to the order
of the Lender, on or before July 12, 1998, the Revolving Credit Loans, together
with interest as set forth in the Restated Revolving Credit Agreement;

         C. To secure the Restated Revolving Credit Agreement and the Restated
Note, the Lender and the Company entered into a certain Amended and Restated
Company Security Agreement dated as of July 22, 1997 (the "Restated Security
Agreement");

         D. In further consideration of the Lender entering into the Restated
Revolving Credit Agreement, the Indemnitor agreed, by a certain Amended and
Restated Validity Agreement dated as of July 22, 1997, to indemnify the Lender
as set forth therein (the "Restated Validity Agreement");

         E. In further consideration of the Lender entering into the Restated
Revolving Credit Agreement, the Lender and the Company entered into a certain
Amended and Restated Agreement with Respect to Prevention and Resolution of
Disputes dated as of July 22, 1997 (the "Restated Dispute Resolution
Agreement");

         F. The Company, the Lender and the Indemnitor, pursuant to the terms of
a certain First Amendment to Restated Revolving Credit Agreement (the "First
Amendment"), amended the Restated Revolving Credit Agreement, the Restated Note
and the other Loan Documents effective as of June 25, 1998 to increase the
maximum amount of the Revolving Credit Commitment from $25,000,000 to
$26,000,000.

         G. The Company, the Lender and the Indemnitor, pursuant to the terms of
a certain Second Amendment to Restated Revolving Credit Agreement (the "Second
Amendment"), further amended the Restated Revolving Credit Agreement, the
Restated Note and the other Loan Documents effective as of July 22, 1998 to,
among other things, decrease the maximum amount of the Revolving Credit
Commitment from $26,000,000 to $15,000,000 and extend the maturity date of the
Restated Note from July 12, 1998 until July 31, 1999.

         H. The Lender is still the holder and beneficiary of the Restated
Revolving Credit Agreement as amended by the First Amendment and the Second
Amendment (as so amended, the "Restated Revolving Credit Agreement"), Restated
Note, Restated Security Agreement, Restated Validity Agreement and Restated
Dispute Resolution Agreement (such documents, together with all other documents
related thereto, are hereinafter collectively referred to as the "Loan
Documents"); and

         I, The Company, the Lender and the Indemnitor desire to amend the
Revolving Credit Agreement, the Restated Note and the other Loan Documents to
extend the maturity of the Restated Note from July 31, 1999 to September 30,
2000, subject to the terms and conditions of this Agreement.

                                    AGREEMENT


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         NOW, THEREFORE, in consideration of the agreement and undertakings of
Borrowers and Lender to amend the Loan Documents, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

         1.       All terms and conditions of the Restated Revolving Credit
Agreement shall remain in full force and effect without change except as
follows:

                  (a)      Paragraph L of the Recitals on page 3 of the Restated
         Revolving Credit Agreement is hereby amended by replacing "$15,000,000"
         with "$15,000,000 (which amount is subject to being decreased to
         $10,000,000 or increased to $25,000,000, upon the occurrence of certain
         events)."

                  (b)      The first paragraph Section 2.1 of the Restated
         Revolving Credit Agreement is hereby amended by (i) replacing "Fifteen
         Million Dollars ($15,000,000)" with "Fifteen Million Dollars
         ($15,000,000) (which amount is subject to being decreased to
         $10,000,000 or increased to $25,000,000, upon the occurrence of certain
         events)", (ii) replacing "July 31, 1999" with "September 30, 2000", and
         (iii) adding the following to the end of such paragraph:

                           "Notwithstanding the foregoing to the contrary:

                                    (i) if during the period commencing on
                  November 1, 1999 and ending on December 31, 1999 the Borrower
                  does not receive at least Ten Million Dollars ($10,000,000) of
                  additional capital in the form of Subordinated Indebtedness
                  (defined below) or preferred stock, the terms of which shall
                  have been approved in advance in writing by Lender, then the
                  Increased Revolving Credit Commitment shall be decreased to
                  Ten Million Dollars ($10,000,000) effective as of January 1,
                  2000; and

                                    (ii) if during the period commencing on
                  November 1, 1999 and ending on December 31, 1999 the Borrower
                  receives Ten Million Dollars ($10,000,000) or more of
                  additional capital in the form of Subordinated Indebtedness or
                  preferred stock, the terms of which shall have been approved
                  in advance in writing by Lender, then the Increased Revolving
                  Credit Commitment shall be increased to Twenty-Five Million
                  Dollars ($25,000,000) effective as of January 1, 2000.

                           As used herein, `Subordinated Indebtedness' means all
                  of the unsecured Indebtedness of Borrower which is
                  subordinated to all Indebtedness now or hereafter owed by
                  Borrower to Lender on specific terms and conditions
                  satisfactory to and approved in writing by Lender."

                  (c)      Section 2.2(a) of the Restated Revolving Credit
         Agreement is hereby amended by replacing "July 31, 1999" with
         "September 30, 2000."

         2.       All terms and conditions of the Restated Note shall remain in
full force and effect without change except as follows:

                  (a)      The heading of the Restated Note is hereby amended by
         replacing "$15,000,000" with "$25,000,000."

                  (b)      The first paragraph of the Restated Note is hereby
         amended by replacing "Fifteen Million Dollars ($15,000,000)" with
         "Twenty-Five Million Dollars ($25,000,000)" and by replacing "July 31,
         1999" with "September 30, 2000."

         3.       All terms and conditions of the Restated Security Agreement
shall remain in full force and effect without change except paragraph A of the
recitals of the Restated Security Agreement is hereby amended by replacing
"$15,000,000" with "$15,000,000 (which amount is subject to being decreased to
$10,000,000 or increased to $25,000,000, upon the occurrence of certain
events)."

         4.       All terms and conditions of the Restated Validity Agreement
shall remain in full force and effect without change except that paragraph A of
the recitals to such agreement is hereby amended by replacing


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"$15,000,000" with "$15,000,000 (which amount is subject to being decreased to
$10,000,000 or increased to $25,000,000, upon the occurrence of certain
events)."

         5.       The Company hereby represents and warrants that it is in full
compliance with all terms, conditions, covenants, agreements, stipulations,
representations and warranties under the Loan Documents and the Company hereby
reaffirms the same as of the date hereof.

         6.       The Company and the Indemnitor each covenant to perform and
observe all covenants, agreements, stipulations and conditions on it or his
respective part to be performed under the Loan Documents.

         7.       Except as specifically modified herein, the Loan Documents
shall remain in full force and effect in all respects according to their
original terms, covenants and conditions as security for the unpaid balance of
the indebtedness and interest thereon evidenced by the Restated Revolving Credit
Agreement and the Restated Note, and nothing in this Amendment shall affect or
impair any rights and powers which Lender may have thereunder.

         8.       The Company shall pay or cause to be paid and save Lender
harmless against liability for the payment of all reasonable out-of-pocket
expenses, including counsel fees and disbursements, incurred or paid by Lender
in connection with the negotiation, development, preparation, execution and
performance of this Amendment.

         9.       This Amendment may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         10.      This Amendment is binding upon, and shall inure to the benefit
of, the parties hereto and their respective heirs, successors and assigns;
provided, however, that neither the Company nor the Indemnitor may assign or
transfer their respective rights or duties under this Amendment or the Loan
Documents without the prior written consent of Lender.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

LENDER:                                         INDEMNITOR:

BANK ONE, N.A.


By:
         Robert N. Kent, Jr.                    ROBERT W. CHRISTENSEN, JR.,
                                                individually

COMPANY:

WESTAR AUTO FINANCE, L.L.C.,
  a Washington limited liability company

         By WESTAR AUTO HOLDING CO.,
           a Washington Corporation, Manager


            By:
                  Robert W. Christensen, Jr.
                  President


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