FIRST
      AMENDMENT

    TO

    SECOND
      AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

    


    


    This
      First Amendment to Second Amended and Restated Registration Rights Agreement
      (this “Amendment”) is entered into on January 16, 2008 by and between United
      PanAm Financial Corp., a California corporation (the “Company”), PAFGP, LLC, a
      California limited liability company (the “General Partner”) and Pan American
      Financial, L.P., a Delaware limited partnership (the “Partnership”), with
      respect to the facts and circumstances recited below:

     

    RECITALS

     

    WHEREAS, the
      Company, the General Partner (as the successor general partner of the
      Partnership) and the Partnership are parties to that certain Second Amended
      and
      Restated Registration Rights Agreement dated July 26, 2005 (the “Agreement”);


     

    WHEREAS,
      the Partnership has not been dissolved and its partners have determined to
      extend the term of the Partnership until December 31, 2010 to permit an orderly
      liquidation and distribution of the shares of the Company’s common stock, no par
      value per share (the “Common Stock”) owned by the Partnership; and

     

    WHEREAS,
      the Company, the General Partner and the Partnership desire to enter into this
      Amendment to extend the time period set forth in the Agreement during which
      the
      Partnership may request registration of the shares of the Common Stock owned
      by
      the Partnership. 

     

    NOW,
      THEREFORE, in accordance with the foregoing recitals, and for other good and
      valuable consideration, the receipt and sufficiency of which hereby are
      acknowledged, the Company, the General Partner and the Partnership hereby agree
      as follows:

     

    AGREEMENT

     

    1. Defined
      Terms.
      Unless
      otherwise defined herein, all initially capitalized terms shall have the meaning
      given to them in the Agreement.

     

    2. Amendment.
      Section
      1.14 of the Agreement is hereby deleted in its entirety and the following is
      substituted in lieu thereof:

     

    “Termination
      of the Company’s Obligations.
      The
      right of the Partnership to request registration or inclusion in any
      registration pursuant to this Section 1 shall terminate on the earlier to occur
      of: (i) December 31, 2010; (ii) the date at which the amount of Registrable
      Securities held by the Partnership is less than 2,500,000 shares, as may be
      adjusted to reflect any stock split, stock dividend, recapitalization, merger
      or
      other distribution with respect to, or in exchange for, or in replacement of,
      such Registrable Securities; or (iii) upon termination of the
      Partnership.”

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Effect
      on Agreement.
      All of the provisions of the Agreement not expressly amended hereby shall
      continue in full force and effect and the Agreement as amended by this Amendment
      is hereby ratified and confirmed. In the event of a conflict between a provision
      or provisions of the Agreement and a provision or provisions of this Amendment,
      the provisions of this Amendment shall control.

     

    4. Headings.
      The section and other headings contained in this Amendment are for reference
      purposes only and shall not affect the meaning or interpretation of this
      Amendment.

     

    5. Governing
      Law.
      It
      is the intention of the parties that the internal laws of the State of
      California (irrespective of its choice of law principles) shall govern the
      validity of this Amendment, the construction of its terms and the interpretation
      of the rights and duties of the parties.

     

    6. Counterparts.
      This
      Amendment may be executed in any number of counterparts, each of which when
      executed and delivered shall be deemed to be an original, and all of which
      when
      taken together shall constitute one and the same instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this First Amendment to Second
      Amended and Restated Registration Rights Agreement with the intent and agreement
      that the same shall be effective as of the day and year first above
      written.

     

    
      	
              COMPANY:

            	
              UNITED
                PANAM FINANCIAL CORP.

            
	 	 
	 	 
	 	
              By:  /s/
                Ray Thousand            

            
	 	
              Ray
                Thousand, Chief Executive Officer 
and President

            
	 	 
	 	 
	
              GENERAL
                PARTNER:

            	
              PAFGP,
                LLC

            
	 	 
	 	 
	 	
              By:  /s/
                Guillermo Bron            

            
	 	
              Guillermo
                Bron, Managing Member 

            
	 	 
	 	 
	
              PARTNERSHIP:

            	
              PAN
                AMERICAN FINANCIAL, L.P.

            
	 	 
	 	
              By:
                PAFGP, LLC, its sole general partner 

            
	 	 
	 	 
	 	
              By:  /s/
                Guillermo Bron            

            
	 	
              Guillermo
                Bron, Managing Member 

            


    

    


    
      
        
        

      

      
        2