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                                                                     EXHIBIT 4.4

                        EXCHANGE AND REPAYMENT AGREEMENT

         By this Agreement dated as of January 31, 2002, the undersigned parties
agree as follows:

 RECITALS

         The parties entered into a Merger Agreement and Plan of Reorganization
("Merger Agreement") dated December 15, 2000, and related agreements
(collectively with the Merger Agreement, the "Transaction Agreements"). All
capitalized terms not otherwise defined in this agreement shall have the same
meaning or definition as in the Merger Agreement.

         The Shareholders acquired common stock, Series B Preferred Stock and
Series C Preferred Stock (collectively, "Capital Stock") of National Auto
Credit, Inc. ("NAC"). The Series B Preferred Stock was subsequently converted by
its terms to common stock. By this Agreement, the Shareholders, including Ernest
C. Garcia ("Garcia"), agree to transfer all of the Capital Stock owned by them
back to NAC in satisfaction of a contingent obligation set forth in the Merger
Agreement. Now, therefore, the parties hereby agree as follows:

         1. The parties agree with the decision of management of NAC and New
ZoomLot to terminate the business and operations of, and wind up, New ZoomLot,
and that the First Objective and Second Objective have not and will not be met.
Accordingly, all Forfeitable Shares are deemed forfeited and are being returned
and surrendered to NAC simultaneously with the execution of this agreement.

         2. The parties agree that pursuant to its terms, the Series C Preferred
Stock constitutes a liability of NAC in the amount of $935,700 that would become
due on December 31, 2003, and that the discounted current value of the Series C
Stock as of the date hereof is $854,875.

         3. Pursuant to Section 1.12 of the Merger Agreement, certain
Shareholders and Garcia are contingently liable to NAC for repayment of the
"Cygnet Payable", as that term is defined in the Merger Agreement. The parties
agree that the amount that Garcia is contingently liable to repay to NAC
pursuant to Section 1.12 of the Merger Agreement as of the date hereof is
$5,690,335 (the "Repayment").

         4. In full satisfaction all obligations of Cygnet and the Garcia
Shareholders to make the Repayment:

                  a.       Garcia and/or the Garcia Shareholders hereby convey
                           and transfer to NAC 2,077,004 shares of NAC common
                           stock, at a mutually agreed upon value of $1.25 per
                           share, or $2,596,255 in the aggregate, together with
                           duly executed stock powers. The Shareholders other
                           than Garcia and/or the Garcia Shareholders hereby
                           agree to deliver

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                           and convey to NAC, within five (5) days from the date
                           hereof, 1,002,526 shares of NAC common stock, at a
                           mutually agreed value of $1.25 per share, or
                           $1,253,157 in the aggregate, together with duly
                           executed stock powers.

                  b.       Garcia and/or the Garcia Shareholders hereby convey
                           and transfer to NAC 39,299 shares of NAC Series C
                           Stock at a mutually agreed value of $538,566 in the
                           aggregate, together with duly executed stock powers.
                           The Shareholders other than Garcia and/or the Garcia
                           Shareholders hereby agree to deliver and convey to
                           NAC, within five (5) days from the date hereof,
                           23,081 shares of NAC Series C Stock, at a mutually
                           agreed value of $316,309 in the aggregate, together
                           with duly executed stock powers.

                  c.       As a consequence of and subject to the timely
                           transfers set forth in paragraphs 4(a) and 4(b)
                           hereof, the balance of the Repayment due to NAC shall
                           be $986,048. Garcia agrees to repay the foregoing
                           balance of the Repayment obligation on or before
                           January 30, 2003, together with interest thereon at
                           4% per annum through the date of repayment, in cash
                           or in NAC common stock at the agreed value of $1.25
                           per share, or a combination of cash and NAC common
                           stock. In the event that the Shareholders other than
                           Garcia or the Garcia Shareholders fail to timely
                           convey NAC capital stock as required by Section 4(a)
                           or 4(b) above, then the amount due by Garcia
                           hereunder shall be increased to the extent of such
                           default.

         5.       Each party represents and warrants to the other party that:

                  a.       The party has the requisite power and authority to
                           enter into and perform all of such party's
                           obligations under this Agreement.

                  b.       This Agreement has been duly and validly executed and
                           delivered by the party and constitutes the valid and
                           binding agreement of such party, enforceable against
                           it in accordance with its terms (except that
                           enforceability may be subject to bankruptcy or
                           similar laws, or principles of equity). No broker or
                           similar person is entitled to any fee or commission
                           on behalf of such party arising out of this
                           Agreement.

         6.       NAC represents and warrants that it has adopted the
                  resolutions annexed hereto as Exhibit A with respect to
                  exempting Garcia from the provisions of Section 16(b) of the
                  Securities Exchange Act as to NAC securities transferred to
                  NAC pursuant to this agreement. NAC is not currently aware of
                  any claims against Garcia arising out of the Merger Agreement,
                  and Garcia is not aware of any claims against NAC arising out
                  of the Merger Agreement (other

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                  than for the indemnification of Garcia under Section 7.3(a) in
                  connection with currently pending or threatened lawsuits
                  arising out of the Merger Agreement).

         7.       In the event any third party should assert any action in the
                  name of or on behalf of NAC against Garcia on account of any
                  actual or alleged illegality or impropriety of this agreement
                  or the consummation of the transactions contemplated hereby,
                  other than on account of any breach or misrepresentation by
                  Garcia or the Garcia Shareholders hereunder, NAC agrees that
                  it will bear the reasonable legal defense costs (i.e.,
                  reasonable attorney's fees and disbursements, and expert
                  witness fees and expert witness costs) arising from the
                  defense of such claims, provided that such legal defense is
                  provided by the same law firm that is also representing NAC or
                  NAC's directors in connection with such defense. Garcia agrees
                  to execute such conflict waivers as the law firm may
                  reasonably require. In the event such law firm determines that
                  it cannot represent Garcia, or in the event Garcia determines
                  to engage defense counsel of his own choosing to defend such
                  claims as a result of NAC's counsel, or NAC's directors'
                  counsel's, failure to competently represent him, he may engage
                  counsel of own choosing, provided such counsel is reasonably
                  satisfactory to NAC, and NAC shall bear the reasonable
                  attorney's fees incurred by Garcia. NAC shall not have either
                  the authority or the obligation to settle any such claims
                  asserted against Garcia or the Shareholders.

         8.       NAC, Garcia, and the Garcia Shareholders hereby agree that
                  upon the delivery to NAC of the NAC Securities described in
                  paragraphs 4(a) and 4(b) hereof, the Registration Rights
                  Agreement and the Lock-Up, Standstill and Voting Agreement are
                  deemed terminated and all rights, obligations and claims
                  arising under those agreements are deemed released.

         9.       Subject to the timely delivery to NAC of the NAC Securities
                  described in paragraphs 4(a) and 4(b) hereof, on May 03, 2002,
                  all rights, obligations and claims arising under the Merger
                  Agreement are deemed terminated and released, except for (1)
                  claims arising under the Merger Agreement that are asserted by
                  one party against the other prior to May 3, 2002; and (2) the
                  right of indemnity set forth in the final sentence of Section
                  7.3(a) of the Merger Agreement.

         10.      Garcia and the Garcia Shareholders represent and warrant that
                  they own (or will own at the time of transfer to NAC) the
                  shares of Capital Stock to be transferred hereunder, free and
                  clear of all liens, security interests or claims.

         11.      This Agreement constitutes the entire agreement with respect
                  to the subject matter hereof and supersedes all other prior or
                  contemporaneous agreements, written or oral, among the
                  parties.

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                  This Agreement shall be binding upon the successors and
                  assigns, heirs and legatees of the parties. This Agreement
                  shall be governed by and construed in accordance with the laws
                  of the State of Delaware, without giving effect to conflict of
                  law principles thereof. Each party shall bear its own costs
                  and expenses in connection with the negotiation of this
                  Agreement. This Agreement may be executed in two or more
                  counterparts each of which shall be deemed an original, but
                  all of which shall constitute one and the same instrument.

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         IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date set forth above.

                                    NATIONAL AUTO CREDIT, INC., a Delaware
                                    corporation



                                    By:     /s/ James J. McNamara
                                            -----------------------------------
                                            Name: James J. McNamara
                                            Title: Chief Executive Officer

                                    CYGNET CAPITAL CORPORATION, an Arizona
                                    corporation



                                    By:     /s/ Steven P. Johnson
                                            -----------------------------------
                                            Name: Steven P. Johnson
                                            Title:  Vice President and Secretary

                                    VERDE REINSURANCE COMPANY, LTD., a Nevis
                                    Island corporation


                                    By:     /s/ Ernest C. Garcia, II
                                            -----------------------------------
                                            Name: Ernest C. Garcia, II
                                            Title: Managing Director

                                    ERNIE GARCIA III 2000 TRUST

                                    By:     /s/ Steven P. Johnson
                                            -----------------------------------
                                            Name: Steven P. Johnson
                                            Title:  Trustee

                                    BRIAN GARCIA 2000 TRUST

                                    By:     /s/ Steven P. Johnson
                                            -----------------------------------
                                            Name: Steven P. Johnson
                                            Title:  Trustee


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                                   EJMS INVESTORS LIMITED PARTNERSHIP,
                                   an Arizona limited partnership


                                   By: SMJE INVESTORS, LLC,  an Arizona limited
                                   liability company, the General Partner

                                   By: /s/ Eric Splaver
                                       ----------------------------------------
                                       Name: Eric Splaver
                                       Title: Managing Member

                                       /s/ Ernest C. Garcia, II
                                       ----------------------------------------
                                       ERNEST C. GARCIA, II

                                       /s/ Ray Fidel
                                       ----------------------------------------
                                       RAY FIDEL

                                       /s/ Steven P. Johnson
                                       ----------------------------------------
                                       STEVEN P. JOHNSON

                                       /s/ Mark Sauder
                                       ----------------------------------------
                                       MARK SAUDER

                                       /s/ Colin Bachinsky
                                       ----------------------------------------
                                       COLIN BACHINSKY

                                       /s/ Chris Rompalo
                                       ----------------------------------------
                                       CHRIS ROMPALO

                                       /s/ Donna Clawson
                                       ----------------------------------------
                                       DONNA CLAWSON

                                       /s/ Mary Reiner
                                       ----------------------------------------
                                       MARY REINER

                                       /s/ Kathy Chacon
                                       ----------------------------------------
                                       KATHY CHACON