**EXHIBIT 10.15****CONSULTING AGREEMENT**     THIS CONSULTING AGREEMENT is made this 31st day of July, 2007 by and between TRIAD FINANCIALCORPORATION, a California corporation (the “Company”), and CARL B. WEBB (“Consultant”).     **WHEREAS**, Consultant has submitted his resignation from the Company as President and ChiefExecutive Officer effective June 6, 2007: and     **WHEREAS**, Consultant will continue to participate in the management of the Company by, amongother things, assuming a position as Co-Chairman of the Board of Directors of the Company in anon-executive officer, non-employee capacity; and     **WHEREAS**, the parties wish to memorialize the relationship in the form of a consultingarrangement and wish to reduce such arrangement to writing.     **NOW, THEREFORE**, in consideration of the foregoing, and the mutual undertakings contained inthis Agreement, the parties agree as follows:     **SECTION 1. TERM**. (a) The initial term of this Agreement (“Term”) shall begin on the August 1,2007 and shall end on July 31, 2010, unless earlier terminated under the provisionsof Section 13 of this Agreement.  (b) This Agreement will be automatically renewed for additional one-yearperiods            unless either party provides the other with notice of itsintent to terminate the Agreement on or before the 60th day prior to thetermination of the Agreement, as renewed and extended hereby.     **SECTION 2. ENGAGEMENT**. The Company hereby retains Consultant to provide the servicesdescribed in Attachment A hereto. Consultant’s principal point of contact will be with Daniel D.Leonard, the President and Chief Executive Officer of the Company.     **SECTION 3. PLACE OF ENGAGEMENT**. Consultant shall perform the services called for under thisAgreement at North Richland Hills, Texas, or at such places and at such times as the Company mayreasonably require.     **SECTION 4. CONSULTING COMPENSATION**. For and in consideration of the consulting services to beperformed by Consultant and the further covenants and agreements made by him under this Agreement,the Company shall, for the Term hereof, provided Consultant is not in default under this Agreement:     (a) pay to Consultant from the beginning date of the Term of this Agreement throughJuly 31, 2010, basic monthly compensation of $20,833.33, to be paid monthly in arrears, onthe last day of each month, commencing on August 31, 2007;
 

 
     (b) pay to Consultant such other and further compensation as the CompensationCommittee of the Board of Directors of the Company may from time to time determine; and     (c) reimburse Consultant for reasonable and necessary expenses incurred inconnection with his consulting work.     **SECTION 5. CONSULTANT’S SERVICES; ACKNOWLEDGEMENT OF DUTY OF LOYALTY**. Consultant agrees toperform such reasonable services as may be requested from time to time during the Term of thisAgreement by the Company’s President and Chief Executive Officer. Consultant agrees to make himselfavailable at all reasonable times to perform such services during the Term of this Agreement.Consultant acknowledges his duty of loyalty to the Company and covenants to conduct himself inaccordance with such duty during the Term of this Agreement.     **SECTION 6. OTHER EMPLOYMENT**. The parties acknowledge that Consultant will have otheremployment during the Term of this Agreement.     **SECTION 7. WITHHOLDING**. Consultant acknowledges that he will have sole responsibility for thepayment of all federal, state and local estimated, withholding and employment taxes arising out ofhis relationship with the Company and the performance of the services to be provided pursuanthereto. Consultant acknowledges and agrees that the Company will not withhold on his behalf anysums for income tax, unemployment insurance, Social Security or any other withholding pursuant toany law or requirement of any governmental body. Each and every one of such payments andwithholdings is the sole responsibility of Consultant. Consultant agrees to indemnify and hold theCompany harmless from any and all loss or liability arising with respect to the failure of Companyto withhold or make such payments and withholdings. In the event the United States Internal RevenueService (“IRS”) or any other governmental entity should question or challenge the worker status ofConsultant under this Agreement, Consultant shall notify the Company of any such inquiry orchallenge. Consultant and the Company agree that both parties shall have the right to participatein any discussion or negotiation occurring with the IRS or such other governmental entity,regardless of who initiates such discussions or negotiations, and each party shall notify the otherin advance of any planned meeting or discussion.     **SECTION 8. STOCK OPTIONS**. During his tenure as President and Chief Executive Officer of theCompany, Consultant was granted, pursuant to that certain Non-Qualified Stock Option Agreementdated March 10, 2006 (the “Option Agreement”), the option to purchase up to 500,000 shares of TriadHoldings, Inc., the parent corporation of the Company, pursuant to the Triad Holdings Inc. 2005Long Term Incentive Plan. Consultant’s resignation shall have no effect on the Option Agreement orthe vesting schedule set forth therein. Any unvested options shall continue to vest in accordancewith the terms contained in the Option Agreement, unless such Option Agreement is terminated inaccordance with the terms contained in Section 3 therein.     **SECTION 9. RESTRICTIVE COVENANT**. Consultant covenants and agrees that he will not, during theTerm of this Agreement, as the same may be extended from time to time, and for a period of twoyears thereafter, engage as a principal, employee, agent, consultant, independent contractor or inany capacity whatsoever with a Competitor of the Company, except with the prior written consent ofthe Company, which consent will not be unreasonably withheld. For this purpose, “Competitor” shallmean and be limited to either of a finance company or a financial institution, the principalbusiness of which is the purchase of retail installment contracts secured
 

 
by motor vehicles, or the lending of money directly to borrowers for the purpose of purchasing orrefinancing a motor vehicle. In addition to any other rights or remedies available to the Companyon breach of this covenant, the Company shall be entitled to enforcement hereof by courtinjunction. Consultant acknowledges his duty of loyalty to the Company and covenants and agreesthat he will not, during the Term of this Agreement, knowingly engage in any activity which wouldbe detrimental or adverse to the interests of the Company.     **SECTION 10. NON-DISCLOSURE OF PROPRIETARY INFORMATION**. Consultantacknowledges that he possesses substantial proprietary information which is or may become valuableassets of the Company, and that he may obtain knowledge of additional such proprietary informationduring the term of this Agreement. Consultant hereby covenants and agrees that he will not on anyoccasion, during or after the Term of this Agreement, disclose any such non-public proprietaryinformation to any person except upon the express written authorization of the Company.     **SECTION 11. RELEASE AND INDEMNIFICATION**. The Company shall indemnify Consultant to thefullest extent permitted by the laws of the state of Texas, the Articles of Incorporation, orthe Bylaws of the Company in effect as of the date of this Agreement and from time to timethereafter against all claims, losses, damages, costs, charges and expenses whatsoever incurred orsustained by Consultant in connection with any action, suit or proceeding to which Consultant maybe made a party by reason of the services performed by Consultant pursuant to this Agreement. TheCompany will, upon request by Consultant, promptly advance or pay any amounts for costs, charges orexpenses (including, but not limited to, reasonable legal fees and expenses incurred by counselretained by Consultant) in respect of his right to indemnification hereunder, subject to a laterdetermination as to Consultant’s ultimate right to receive such payment. Consultant’s rights underthis Agreement shall be in addition to, and not in lieu of, any other rights Consultant may have toindemnification by the Company. The indemnity provided hereunder shall continue in full force andeffect after the termination or expiration of this Agreement.     **SECTION 13. DEFAULT AND TERMINATION**. A failure by Consultant to perform such services as maybe reasonably requested of him pursuant to this Agreement or a breach by Consultant of any covenantor agreement contained herein shall constitute a default by Consultant. In the event of suchdefault, the Company shall, in addition to any right or remedy available to it at law or in equity,have the right to immediately terminate this Agreement by written notice to Consultant. Upon anysuch termination, the Company shall not be obligated to make any further payments pursuant to thisAgreement.     **SECTION 14. ENTIRE AGREEMENT**. This Agreement constitutes the entire agreement between theparties with respect to the subject matter to which it pertains. Any and all other agreements,representations and understandings of the parties shall be deemed merged into this Agreement.
 

 
     **SECTION 15. GOVERNING LAW**. This Agreement is made in and shall be governed, construed andenforced in accordance with the laws of the State of Texas.          **IN WITNESS WHEREOF**, the parties have caused this Agreement to be executed this31ST day of July, 2007.      TRIAD FINANCIAL CORPORATION