Exhibit 4.3
<PAGE>
                                      











     REGISTRATION  RIGHTS  AGREEMENT

     DATED  AS  OF  APRIL  11,  1997

     BY  AND  AMONG

     GENERAL  ACCEPTANCE  CORPORATION

     AND

     CAPITOL  AMERICAN  LIFE  INSURANCE  COMPANY




G:\LEGAL\AGREEMNT\MISC\GAC-REG.3


     REGISTRATION  RIGHTS  AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  (this AAgreement@) is made as of
April  11,  1997  by  and  between  GENERAL ACCEPTANCE CORPORATION, an Indiana
corporation  (the ACompany@) and CAPITOL AMERICAN LIFE INSURANCE COMPANY, an
Arizona  life  insurance  corporation  (the  AHolder@).

WHEREAS,  the  Company  and  the  Holder,  entered  into a Securities Purchase
Agreement  dated  as of the date hereof pursuant to which the Holder purchased
12%  Subordinated  Convertible    Debentures  in  the  aggregate  amount  of
$10,000,000  (the  ANote@);  and


WHEREAS,  the  Note  is convertible at the option of the Holder into shares of
common  stock  of  the  Company  (the  AConverted  Stock@);  and

WHEREAS,  it  is  a  condition  precedent  to  the  Holder purchasing the Note
(pursuant to the Securities Purchase Agreement) that this Agreement be entered
into;  and

WHEREAS,  certain  capitalized  terms  used  herein are used as defined in the
Securities  Purchase  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and intending to be legally bound hereby, the parties hereto agree
as  follows:



1.          DEMAND  REGISTRATION


     1.1.      Requests for Registration.  At any time, a holder of the Note
or  Converted Stock may demand registration under the Securities Act of all or
any  portion  of the Registrable Securities owned by such holder.  In order to
accomplish  such  demand,  a holder shall send written notice of the demand to
the  Company,  and  such  notice  shall  specify  the  number  of  Registrable
Securities sought to be registered.  The Company shall proceed with any demand
registration  requested  by  a  holder  of  the Note or Converted Stock if the
number  of  Registrable  Securities  which  the  Holder  shall have elected to
include  in  such Demand Registration pursuant to this Section 1.1 shall be at
least  51%  of  the  Converted Stock issued or issuable upon conversion of the
Note.    The  minimum  share  amounts  specified  in this Section 1.1 shall be
appropriately  adjusted  to  account  for  any  stock  dividend,  stock split,
recapitalization,  merger,  consolidation, reorganization or other action as a
result of which additional shares of common stock of the Company are issued on
account  of,  in conversion of or in exchange for shares of outstanding common
stock.

     1.2.     Maximum Number of Demand Registrations.  In no event shall the
total  number  of  Demand  Registrations  exceed  two.
1.3.        Procedure.  Within 10 days after receipt of a demand pursuant to
Section  1.1  hereof,  the Company shall give written notice of such requested
registration  to  all  other  Persons  who  have  registration rights and will
include  in such registration, subject to the allocation provisions below, all
other  Registrable  Securities  with respect to which the Company has received
written  requests  for inclusion within 20 days after the Company=s mailing of
such  notice,  plus  any securities of the Company that the Company chooses to
include  on  its  own  behalf.


     1.4.       Expenses.  The Company will pay the Registration Expenses of
any  demand  registration,  but  the  Underwriting Commissions, if such demand
registration  is underwritten, will be paid by the Holder in proportion to any
Registrable  Securities  to  be  included  on  their  behalf.


     1.5.     Priority on Demand Registrations.  If a demand registration is
underwritten  and the managing underwriters advise the Company in writing that
in their opinion the number of Registrable Securities requested to be included
exceeds  the  number  that can be sold in such offering, at a price reasonably
related  to  the  fair  value,  the  Company  will  allocate  the  Registrable
Securities to be included in such demand registration, first, to the Holder of
Registrable  Securities  pro  rata  on  the basis of the number of Registrable
Securities  (collectively,  the  "Selling Stockholders") for which the Company
has  received  written  requests  for  inclusion, and, second, to the Company.


     1.6.         Selection of Underwriters.  Any demand registration may be
underwritten,  at  the election of the Selling Stockholders, and the selection
of  investment  banker(s) and manager(s) and the other decisions regarding the
underwriting  arrangements  for  any such offering will be made by the Selling
Stockholders;  provided,  however,  that the selection of investment banker(s)
and  manager(s)  shall  be subject to the consent of the Company, such consent
not  to  be  unreasonably  withheld.


2.          PIGGYBACK  REGISTRATIONS


     2.1.     Right to Piggyback.  Whenever the Company proposes to register
the  offer, sale or offer and sale of any of its securities for its own behalf
under  the  Securities  Act  (other  than  a  demand  registration),  and  the
registration  form to be used may be used for the registrations of Registrable
Securities  to  be  sold  in  the  manner  proposed by the Holder ("Piggyback
Registration@"),  the  Company  will give prompt written notice to the Holder
and  will  include  in  such Piggyback Registration, subject to the allocation
provisions below, all Registrable Securities with respect to which the Company
has received written requests for inclusion within 20 days after the Company=s
mailing  of  such notice.  The Company shall not select a Restricted Form that
would preclude registration of the Registrable Securities that the Company has
been  requested  to  include  in  such  registration  if the Company could use
another  available  form  of  registration statement which is not a Restricted
Form  and the use of which would not give rise to added Registration Expenses.


     2.2.          Piggyback  Expenses.  In all Piggyback Registrations, the
Company  will  pay  the  Registration  Expenses  related  to  the  Registrable
Securities of the Holder, but the Underwriting Commissions will be paid by the
Selling  Stockholders  in proportion to any Registrable Securities included on
their  behalf.


     2.3.          Priority  on  Primary  Registrations.    If  a  Piggyback
Registration is an underwritten registration on behalf of the Company, and the
managing  underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number  that  can  be  sold in such offering, at a price reasonable related to
fair  value,  the  Company  will  allocate  the  securities  to be included as
follows:    first,  the  securities  the  Company  proposes to sell on its own
behalf;  and,  second, Registrable Securities requested to be included in such
registration,  pro  rata  on the basis of the number of Registrable Securities
owned,  among  the  Selling  Stockholders.

     2.4.      Withdrawal or Abandonment.  Nothing contained in this Section
2  shall  be  construed as limiting or otherwise interfering with the right of
the  Company  to  withdraw  or abandon in its sole discretion any registration
statement  filed  by  it  in  connection  with  a  Piggyback  Registration
notwithstanding  the  inclusion  therein  of  Registrable  Securities.

3.          HOLDBACK  AGREEMENTS

     Both  the  Holder  and the Company agree not to effect any public sale or
public  distribution  of  equity  securities  of the Company of any securities
convertible into or exchangeable or exercisable for such securities during the
7 days prior to and the 180 days after any underwritten registration of equity
securities  of  the  Company  becomes  effective  (except  as  part  of  such
underwritten  registration  or  except  in  connection with obligations of the
Company  existing on the effective date of the registration statement relating
to  such  underwritten  offering).

4.          REGISTRATION  PROCEDURES

     Whenever  the  Holder  has  requested  that any Registrable Securities be
registered  pursuant  to  Section  1  of  this Agreement, the Company will, as
expeditiously  as  possible,  or  whenever  the  Holder has requested that any
Registrable  Securities be registered pursuant to Section 2 of this Agreement,
the  Company  will,  to  the  extent  applicable:


     (a)      Preparation and Filing of Registration Statement.  Prepare and
file with the Securities and Exchange Commission a registration statement with
respect  to such Registrable Securities and use its best efforts to cause such
registration  statement  to  become  effective  (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish the Holder with copies of all such documents proposed
to  be  filed).

     (b)      Preparation and Filing of Amendments and Supplements.  Prepare
and  file  with  the  Securities  and  Exchange Commission such amendments and
supplements  to  such  registration  statement  and  the  prospectus  used  in
connection  therewith  as may be necessary to keep such registration statement
effective  for  the  greater  of (x) a period of not less than 120 days or (y)
until  the  Registrable  Securities  included  therein  have  been  sold.


     (c)          Copies of Documents.  Furnish to the Holder such number of
copies  of  such registration statement, each amendment and supplement thereto
and  the  prospectus  included  in such registration statement (including each
preliminary prospectus), and such other documents as the Holder may reasonably
request  in  order to facilitate the disposition of the Registrable Securities
included  therein  owned  by  the  Holder.


     (d)       Blue Sky Qualifications.  Use its best efforts to register or
quality  such  Registrable  Securities under such other securities or blue sky
laws  of  such  jurisdictions  as  the  Holder  or  managing  underwriters may
reasonably  request;  provided,  however,  that  in  connection  with any such
registration  or  qualification  the  Company shall not be obligated to file a
general  consent  to  service  of  process,  or to qualify to do business as a
foreign  corporation,  or  otherwise  subject itself to taxation in connection
with  such  qualification  or  compliance.


     (e)       Notification of Effectiveness; Amendments.  Notify the Holder
at  any time when a prospectus relating to the Registrable Securities included
therein is required to be delivered under the Securities Act within the period
that  the  Company is required to keep the registration statement effective of
the  happening  of  any  event as a result of which the prospectus included in
such registration statement as theretofore amended or supplemented contains an
untrue  statement  of  a material fact or omits any material fact necessary to
make the statements therein not misleading, and, at the request of the Holder,
the Company will prepare a supplement or amendment to such prospectus so that,
as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus  will not contain an untrue statement of a material fact or omit to
state  any  material  fact  necessary  to  make  the  statements  therein  not
misleading.


     (f)     Listing.  Cause all such Registrable Securities to be listed or
included  on  securities  exchanges  on which similar securities issued by the
Company  are  then  listed  or  included.


     (g)         Transfer Agent and Registrar.  Provide a transfer agent and
registrar  for  all  such  Registrable Securities not later than the effective
date  of  such  registration  statement.




     (h)          Other  Agreements.    Enter  into such customary agreement
(including  an  underwriting  agreement  containing  customary  terms  and
conditions,  including usual and customary indemnification provisions, in form
reasonably acceptable to the Company) and take such other customary actions as
may  be reasonable necessary to expedite or facilitate the disposition of such
Registrable  Securities.


     (i)      Letters from Independent Accountants.  Obtain a Acold comfort@
letter  addressed to the Company from its independent accountants in such form
and  covering  such  matters of the type customarily covered by Acold comfort@
letters  delivered  by  such  public  accountants.


     (j)        Inspection of Records.  Make available for inspection by the
Holder, and, upon execution of a confidentiality agreement mutually acceptable
to  all  parties, by any underwriter participating in any disposition pursuant
to  such  registration  statement  and any attorney, accountant or other agent
retained  by  the  Holder or any underwriter, all financial and other records,
pertinent  corporate  documents  and  properties of the Company, and cause the
Company=s  officers,  directors  and  employees  to  supply  all  information
reasonably requested by the Holder or any underwriter, attorney, accountant or
agent  in  connection  with  such  registration  statement.

5.          REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

     The  Company  hereby  represents  and  warrants  to  the  Holder:


     5.1.          Due  Organization  and  Good  Standing.  The Company is a
corporation  duly  organized  and  validly  existing  under  the  laws  of its
jurisdiction  of  incorporation and is duly qualified as a foreign corporation
in  each jurisdiction in which the failure to be so qualified could reasonably
be  expected  to  have  a  material  adverse  effect  on  the  Company.


     5.2.     Due Authorization; Binding Effect.  The execution and delivery
of  this  Agreement  by  the Company has been duly authorized by all necessary
corporate  action  and this Agreement constitutes the legal, valid and binding
obligation  of the Company, enforceable against the Company in accordance with
its  terms.


     5.3.        No Violation or Default.  The execution and delivery by the
Company  of this Agreement does not, and the performance by the Company of its
obligations  hereunder  will  not,  violate  any  provisions of its charter or
by-laws or constitute a default under any other agreement to which the Company
is  a  party  or  by  which  it  or  its  assets  may  be  bound.

6.          REPRESENTATIONS  AND  WARRANTIES  OF  THE  HOLDER

     The  Holder  represents  and  warrants  to  the  Company:

     6.1.          Due  Organization  and  Good  Standing.   The Holder is a
corporation duly organized and validly existing under the laws of the state of
its  incorporation  and  is  duly  qualified  as a foreign corporation in each
jurisdiction  in  which  the  failure  to  be so qualified could reasonably be
expected  to  have  a  material  adverse  effect  on  the  Holder.


     6.2.     Due Authorization; Binding Effect.  The execution and delivery
of  this  Agreement  by  the  Holder has been duly authorized by all necessary
action  and this Agreement constitutes the legal, valid and binding obligation
of  the  Holder  enforceable against each of the Holder in accordance with its
terms.


     6.3.     No Violation.  The execution and delivery of this Agreement by
the  Holder  does  not,  and  the performance by the Holder of its obligations
hereunder  will  not, violate any provision of the organizational documents of
the  Holder.


     6.4.       No Default.  The execution and delivery of this Agreement by
the  Holder  does  not,  and  the performance by the Holder of its obligations
hereunder will not, violate any other agreement to which the Holder is a party
or  by  which  any  of  its  assets  may  be  bound.

7.          INFORMATION  REGARDING  HOLDER

     The  Holder  shall  provide  to  the  Company  such information as may be
reasonably  requested  by the Company for use in the preparation and filing of
any  registration  statement  covering  Registrable  Securities  owned  by the
Holder, and the obligation of the Company to include Registrable Securities in
any  registration  statement  on  behalf of the Holder shall be subject to the
Holder's  providing  such  information  as  promptly  as  practicable.

8.          INDEMNIFICATION

     8.1.          Indemnification  by  the  Company.    The  Company hereby
indemnifies,  to  the  extent  permitted  by law, the Holder, its officers and
directors, and each person who controls such Holder (within the meaning of the
Securities Act), against all losses, claims, damages, liabilities and expenses
arising  out  of  or  resulting from any untrue or alleged untrue statement of
material  fact  contained  in  any  registration  statement,  prospectus  or
preliminary  prospectus or any omission or alleged omission to state therein a
material  fact  required  to  be  stated  therein  or  necessary  to  make the
statements  therein  not  misleading  except  insofar  as  the  same occurs in
reliance  upon  and in conformity with any information furnished in writing to
the  Company  by    the  Holder  expressly for use therein or is caused by the
Holder=s failure to deliver a copy of the registration statement or prospectus
or  any  amendments or supplements thereto after the Company has furnished the
Holder  with  copies  of  the  same.



     8.2.          Indemnification  by  the  Holder.  In connection with any
registration statement in which the Holder is participating, the participating
Holder  will  furnish  to  the  Company  in  writing  such  information  as is
reasonably  requested by the Company for use in such registration statement or
prospectus  and  will  indemnify, to the extent permitted by law, the Company,
its  directors  and  officers and each person who controls the Company (within
the  meaning  of  the  Securities  Act)  against  any losses, claims, damages,
liabilities  and  expenses  arising  out  of  or  resulting from any untrue or
alleged  untrue statement of material fact or any omission or alleged omission
of  a  material  fact  required  to be stated in the registration statement or
prospectus or any amendment thereof or supplement thereto or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement  or  omission  or  such alleged untrue statement or alleged omission
occurs  in  reliance  upon  and in conformity with information so furnished in
writing  by  the  Holder  specifically  for use in the registration statement.

     8.3.          Procedures as to Indemnification.  Any person entitled to
indemnification  hereunder  shall  (i)  give prompt notice to the indemnifying
party  of any claim with respect to which it may seek indemnification and (ii)
unless  in such indemnified party=s reasonable judgment a conflict of interest
between  such  indemnified  and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim
with  counsel  reasonable  satisfactory  to  the  indemnified  party.  If such
defense  is  assumed,  the  indemnifying  party  will  not  be  subject to any
liability  for  any settlement made without its consent (but such consent will
not  be unreasonably withheld).  An indemnifying party who is not entitled to,
or  elects  not to, assume the defense of a claim will not be obligated to pay
the  fees and expenses of more than one counsel for all parties indemnified by
such  indemnifying  party with respect to such claim, unless in the reasonable
judgment  of  any  indemnified  party a conflict of interest may exist between
such  indemnified party and any other of such indemnified parties with respect
to  such  claim.

     8.4.          Contribution. If the indemnification provided for in this
Section 8 is held by a court of competent jurisdiction to be unavailable to an
indemnified  party  with  respect  to  any  loss, liability, claim, damage, or
expense  referred  to  therein,  then  the  indemnifying  party,  in  lieu  of
indemnifying  such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim,  damage, or expense in such proportion as is appropriate to reflect the
relative  fault  of  the  indemnifying  party  on  the  one  hand  and  of the
indemnified  party on the other in connection with the statements or omissions
that  resulted  in  such loss, liability, claim, damage, or expense (including
legal  fees  or  expenses)  as  well  as  any  other  relevant  equitable
considerations.    The  relative  fault  of  the indemnifying party and of the
indemnified  party  shall  be  determined by reference to, among other things,
whether  the  untrue  or  alleged  untrue  statement of a material fact or the
omission  to  state  a  material  fact  relates to information supplied by the
indemnifying  party  or  by  the  indemnified  party and the parties' relative
intent,  knowledge,  access  to  information,  and  opportunity  to correct or
prevent  such  statement  or  omission.    The  Company  and  each  holder  of
Registrable  Securities  agree  that  it  would  not  be just and equitable if
contribution  pursuant  to  this  Section  8.4  were  determined  by  pro rata
allocation  or  by  any  other  method  of allocation which does not take into
account  the equitable considerations referred to in the immediately preceding
paragraph.    Notwithstanding the provisions of this Section 8, an indemnified
holder  shall  not  be  required to contribute any amount in excess of the net
proceeds  received  by the indemnified holder from the sale of the Registrable
Securities.    No  person  guilty  of fraudulent misrepresentation (within the
meaning  of  Section  11(f) of the 1933 Act) shall be entitled to contribution
from  any  person  who  was  not  guilty of such fraudulent misrepresentation.

9.          CONDITION  TO  THE  COMPANY=S  OBLIGATIONS

     In  connection  with an underwritten offering, it shall be a condition to
the  Company=s  obligations to include Registrable Securities on behalf of the
Holder that the underwriters agree to indemnify the Company, its directors and
officers  and  each person who controls the Company (within the meaning of the
Securities  Act) against any losses, claims, damages, liabilities and expenses
arising  out  of  or  resulting from any untrue or alleged untrue statement of
material  fact or any omission or alleged omission of a material fact required
to  be  stated  in  the  registration statement or prospectus or any amendment
thereof  or supplement thereto or necessary to make the statements therein not
misleading,  but  only to the extent that such untrue statement or omission or
such  alleged untrue statement or alleged omission is contained in information
furnished in writing by such underwriters on their own behalf specifically for
use  in  preparing  the  registration  statement.



10.          Definitions

     10.1      Converted Stock.  The term AConverted Stock@ means any common
stock  of  the  Company  issued  upon  conversion  of  the  Notes.

     10.2.      Registrable Securities.  The term ARegistrable Securities@
means  any common stock of the Company issued or issuable upon exercise of any
convertible  notes,  warrant, or similar instruments and any securities issued
or  to be issued with respect to such securities by way of a stock dividend or
stock  split  or in connection with a combination of shares, recapitalization,
merger,  consolidation  or  other  reorganization.    As  to  any  particular
Registrable  Securities,  such  securities  will  cease  to  be  Registrable
Securities when they have been (i) effectively registered under the Securities
Act or disposed of in accordance with the registration statement covering them
or  (ii)  transferred  pursuant  to  Rule 144 under the Securities Act (or any
similar  rule  then  in  force).

     10.3.        Registration Expenses.  The term ARegistration Expenses@
means all expenses incident to the Company=s performance of or compliance with
this Agreement, including without limitation all registration and filing fees,
fees  and  expenses  of  compliance with securities or blue sky laws, printing
expenses,  messenger  and delivery expenses, expenses and fees for listing the
securities  to  be  registered on exchanges or trading system on which similar
securities  issued  by  the  Company are then listed or included, and fees and
disbursements  of  counsel  for  the  Company.

     10.4.       Restricted Form.  The term "Restricted Form" shall mean a
form  of registration statement under the Securities Act which imposes for its
use  a  limitation on the maximum value or number of securities to be included
therein.

     10.5.       Securities Act.  The term "Securities Act" shall mean the
Securities  Act  of  1933,  as  amended.

     10.6.          Underwriting  Commissions.    The  term  AUnderwriting
Commissions@  means all underwriting discounts or commissions relating to the
sale  of  securities  of  the Company, but excludes any expenses reimbursed to
underwriters.

11.          MISCELLANEOUS

     11.1.         Notices.  Any notices required hereunder shall be sent by
certified  or  registered  mail or telecopied and confirmed by telecopy answer
back  and, until changed by notice to the Holder, to the Company at 1025 Acuff
Road, Bloomington, Indiana 47404, Attention Chief Financial Officer, Facsimile
(812)  337-6029,  and until changed by notice to the Company, to the Holder at
11825  North Pennsylvania Street, Carmel, Indiana 46032, Attention Lawrence W.
Inlow,  Facsimile  (317)  817-6327.

     11.2.     Amendments and Waivers.  The provisions of this Agreement may
be  amended  and the Company may take any action herein prohibited, or omit to
perform  any  act  herein  required  to be performed by it, if the Company has
obtained  the  prior  written  consent  of  the  Holder.


     11.3.     Successors and Assigns.  All covenants and agreements in this
Agreement  by or on behalf of any of the parties hereto will bind and inure to
the  benefit  of  their  respective transferees and successors.  The rights to
cause  the  Company  to  register  Registrable  Securities  pursuant  to  this
Agreement  shall  follow the Note or Converted Stock, and shall be exercisable
by Holder of any Note or Converted Stock including any transferees of the Note
or  Converted  Stock.


     11.4.        Governing Law.  All questions concerning the construction,
validity  and  interpretation of this Agreement will be governed by the law of
the  State  of  Indiana.

 11.5.         Jurisdiction.  The parties hereto agree to submit to personal
jurisdiction  and  to  waive any objection as to venue in the federal or state
courts  in  the  County  of  Hamilton or Marion, State of Indiana.  Service of
process  on  any party hereto in any action arising out of or relating to this
Agreement  shall be effective if mailed to such party at the address listed in
Section  11.1  hereof.

 11.6.        Arbitration.  If a dispute arises as to interpretation of this
Agreement,  it shall be decided finally by three arbitrators in an arbitration
proceeding  conforming  to  the  Rules of the American Arbitration Association
applicable  to  commercial arbitration.  The arbitrators shall be appointed as
follows:  one  by  the  Company,  one  by the Holder, and one by the two other
arbitrators.    The  arbitration  shall  take  place  in Carmel, Indiana.  The
decision  of  a majority of the arbitrators shall be conclusively binding upon
the parties and final, and such decision shall be enforceable as a judgment in
any  court  of  competent  jurisdiction.    Each  party shall pay the fees and
expenses  of  the  arbitrator appointed by it, its counsel and its witnesses. 
The  parties  shall  share  equally  the  fees  and  expenses of the impartial
arbitrator.

     11.7.       Counterparts.  This Agreement may be executed in any number
of  counterparts,  each  of  which  shall  be  considered  to  be  an original
instrument  and  to  be  effective  as  of  the  date  first  written  above.


     IN  WITNESS  WHEREOF,  the parties have executed this Agreement as of the
date  first  written  above.
 GENERAL  ACCEPTANCE
   CORPORATION



 By      /s/      Russell  E.  Algood

      Name:    Russell  E.  Algood

      Title:    President  &  COO





 CAPITOL  AMERICAN  LIFE

  INSURANCE  COMPANY


 By        /s/      Donald  S.  Gongaware

      Name:    Donald  S.  Gongaware

      Title:    President
































                                 Exhibit 9.1
<PAGE>
                        STOCKHOLDERS= AGREEMENT

     THIS  STOCKHOLDERS=  AGREEMENT  entered  into as of April 11, 1997, among
GENERAL  ACCEPTANCE CORPORATION (the ACompany@), CONSECO, INC. (AConseco@) and
CAPITOL  AMERICAN  LIFE  INSURANCE  COMPANY (the APurchaser@), and each of the
AStockholders@  listed  on  the signature page hereof.  Capitalized terms used
herein  are  defined  in  paragraph  7  hereof.

     The  parties hereto desire to enter into this Agreement for the purposes,
among  others,  of  (i) establishing the composition of the Company=s Board of
Directors  (the  ABoard@),  (ii)  limiting  the  manner and terms by which the
Stockholders=  stock  may  be  transferred, (iii) establishing the terms of an
acceptable  tender  offer  by  Conseco, and (iv) certain related matters.  The
execution  and  delivery  of  this Agreement is a condition to the Purchaser=s
acquisition  of  the  Company=s  securities pursuant to a Securities Purchase 
Agreement  entered  into  on  even  date  herewith.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and  other  good  and  valuable  consideration, the receipt and sufficiency of
which  are  hereby acknowledged, the parties to this Agreement hereby agree as
follows:

     1.          Board  of  Directors

     (a)         Conseco Designee.  Until such time as the Debentures are no
longer  outstanding,  each Stockholder shall vote all of his or her Securities
which  are  voting  shares and any other voting securities of the Company over
which  such  Stockholder has voting control and shall take all other necessary
or desirable actions within his or her control (whether in his or her capacity
as  a  stockholder,  director,  member  of a board committee or officer of the
Company  or  otherwise,  and  including attendance at meetings in person or by
proxy  for purposes of obtaining a quorum and execution of written consents in
lieu  of  meetings),  and  the  Company  shall take all necessary or desirable
actions  within  its  control (including calling special board and stockholder
meetings),  so  that:

(i)          two (2) persons designated by Conseco (individually, the AConseco
Designee@  and  collectively,  the AConseco Designees@) shall be nominated and
elected  or  appointed  to  serve  on  the  Board;

(ii)  at least one (1) of the Conseco Designees shall be appointed to serve on
each  of  the  audit  committee and the compensation committee of the Company;

(iii)    the  Board  shall  at  all  times  consist  of six (6) directors; and






A:\STOCK.3
(iv)  one (1) person designated by Conseco shall be appointed in an operations
capacity  for  the  Company  and  such  person shall be granted full rights to
observe  the  daily  operations  of  the Company with access to all operations
information  and  data  of  the  Company.

     In  the  event that any of the Conseco Designees for any reason ceases to
serve as a member of the Board during his or her term of office, the resulting
vacancy  on  the  Board  shall  be  filled  by  an  alternative representative
designated  by  Conseco  as  provided  hereunder so long as the Debentures are
still  outstanding.    Each of the Conseco Designees (or replacements thereof)
shall offer to tender their resignations to the Board effective as of the date
that  the  Debentures  are  no  longer  outstanding.

     (b)          Stockholders=  Representative

     So  long as the Stockholders collectively own more than 10% of the issued
and  outstanding  Common Stock, the Purchaser shall vote all of its Securities
which  are  voting  shares and any other voting securities of the Company over
which  the  Purchaser  has  voting  control  and  shall  take all necessary or
desirable  actions  within  its  control  so  that:

(i)          one  (1)  person  designated  by  a  majority  in interest of the
Stockholders  (the AStockholders= Designee@) shall be nominated and elected or
appointed  to  serve  on  the  Board;

(ii)          the  Board  shall  at  all  times  consist of six (6) directors.

     In  the  event  that  the Stockholders= Designee for any reason ceases to
serve as a member of the Board during his or her term of office, the resulting
vacancy  on  the  Board  shall  be  filled  by  an  alternative representative
designated  by  the  Stockholders  as  provided  hereunder  so  long  as  the
Stockholders  continue  to  collectively  own  more than 10% of the issued and
outstanding  Common  Stock.   The Stockholders= Designee shall offer to tender
his  or  her  resignation  to  the  Board  effective  as  of the date that the
Stockholders  do  not  collectively  own  more  than  10%  of  the  issued and
outstanding  Common  Stock.

     2.          Restrictions  on  Transfer of Stockholders= Securities:

     (a)     Transfer of Stockholders= Securities.  Except for Permitted
Transfers  (as  defined  in  paragraph 2(b) below), no Stockholder shall sell,
transfer,  assign,  pledge  or  otherwise  dispose of (whether with or without
consideration  and  whether  voluntarily  or  involuntarily or by operation of
law)(a  ATransfer@)  (i) any Securities until April 11, 1998, and (ii) so long
as  any of the Debentures are still outstanding, Securities which would result
in  the  Stockholders  holding  in aggregate less than 51% of the Common Stock
from  April  12,  1998  to  April  11,  2000.


     (b)       Permitted Transfers.  The restrictions set forth in paragraph
2(a)  shall  not  apply  with  respect  to  any  Transfer of Securities by any
Stockholder  (i)  pursuant  to  applicable laws of descent and distribution or
among the Stockholder=s Family Group or (ii) approved in advance in writing by
Conseco  (which  approval shall be at Conseco=s sole discretion) (a APermitted
Transfer@);  provided  that the restrictions contained in paragraph 2(a) shall
continue  to  be  applicable  to  the  Securities  after any such Transfer and
provided  further that the transferees of such Securities shall have agreed in
writing  to  be  bound  by  the  provisions  of  this  Agreement affecting the
Securities  so  transferred.    For purposes of this Agreement, AFamily Group@
means  a Stockholder=s spouse and descendants (whether natural or adopted) and
any  trust  solely for the benefit of the Stockholder and/or the Stockholder=s
spouse  and/or  descendants.

     3.     Tender Offer.  If Conseco makes a tender offer to all holders of
Common  Stock  within  one  year  from the date hereof at a price per share of
Common  Stock  equal  to or above the Market Price (as defined below), but not
less  than  $4.00 per share of Common Stock, which is accepted by stockholders
holding  not  less than 25% of the issued and outstanding Common Stock held by
all  stockholders other than the Stockholders, the Stockholders shall tender a
quantity  of  shares  of Common Stock so that their ownership interest will be
less  than  20%  of  the  total  shares of Common Stock issued and outstanding
(including  the shares of Underlying Common Stock).  AMarket Price@ shall mean
the  average  of the closing prices of a share of Common Stock, as reported by
the  principal stock exchange or the NASDAQ System upon which shares of Common
Stock are traded, for the 20 trading days prior to the tender offer; provided,
however,  if  the  Common  Stock  is  not  listed  for trading on a nationally
recognized stock exchange or on the NASDAQ System on the day before the tender
offer,  the  AMarket  Price@  shall be determined by a recognized appraisal or
investment  banking  firm  selected  by  the  Board.

     4.       Approval at Stockholders= Meeting.  Each Stockholder shall
vote all of his or her Securities which are voting shares and any other voting
securities  of  the Company over which such Stockholder has voting control and
shall  take all other necessary or desirable actions within his or her control
(whether  in his or her capacity as a stockholder, director, member of a board
committee  or officer of the Company or otherwise, and including attendance at
meetings  in  person  or  by  proxy  for  purposes  of  obtaining a quorum and
execution of written consents in lieu of meetings), and the Company shall take
all  necessary  or  desirable  actions  within  its control (including calling
special  board  or stockholder meetings), so that the issuance and sale of the
Debentures  to  the Purchaser, including but not limited to and the conversion
feature of the Debentures, is approved and ratified at the next meeting of the
stockholders  of  the  Company.




     5.          Legend.

     Each certificate evidencing Securities subject to this Agreement and each
certificate issued in exchange for or upon the transfer of any such Securities
shall  be  stamped  or  otherwise  imprinted  by  the Company with a legend in
substantially  the  following  form:

AThe securities represented by this certificate are subject to a Stockholders=
Agreement  dated  as  of  April 11, 1997, among General Acceptance Corporation
(the  ACompany@),  certain  of  the  Company=s stockholders, Conseco, Inc. and
Capitol  American Life Insurance Company, as amended and modified from time to
time.    A  copy  of  such  Stockholders= Agreement shall be furnished without
charge  by  the  Company  to  the  holder  hereof  upon  written  request.@

     6.      Transfers in Violation of Agreement.  Any Transfer or attempted
Transfer  of  any  Securities  in violation of any provision of this Agreement
shall  be void, and the Company shall not record such Transfer on its books or
treat  any purported transferee of such Securities as the owner of such shares
for  any  purpose.

     7.          Representations  and  Warranties.

     (a)          Each  Stockholder  and Purchaser represents and warrants for
himself,  herself  or  itself,  severally  and  not  jointly,  that:

(i)     such Stockholder or Purchaser is the record or beneficial owner of the
Securities  set  forth  opposite  his, her or its name on Exhibit A attached
hereto  (subject  to  adjustment  in  the  case  of  the  Purchaser),

(ii)        this Agreement has been duly authorized, executed and delivered by
such Stockholder or Purchaser and constitutes the valid and binding obligation
of such Stockholder or Purchaser enforceable in accordance with its terms, and

(iii)  such Stockholder or Purchaser has not granted and is not a party to any
proxy,  voting  trust or other agreement which is inconsistent with, conflicts
with  or  violates  any  provisions  of  this  Agreement.

     (b)      No party to this Agreement shall grant any proxy or become party
to  any  voting trust or other agreement which is inconsistent with, conflicts
with  or  violates  any  provision  of  this  Agreement.

     8.          Definitions.

     AAlgood  Debentures@  shall  collectively  mean  those 12% Subordinated
Convertible  Notes of like tenor and effect as the Debentures in the aggregate
sum  of up to $3,250,000 issued to J.G. Algood, M.L. Algood, Janet Algood, and
R.E.  Algood  in  exchange  for  12% demand promissory notes dated October 15,
1996,  January  3,  1997,  January 6, 1997 and March 6, 1997 in such aggregate
principal  amount.

ABoard@  has  the  meaning  set  forth  in  the  preamble.

     ACommon  Stock@  means  the  Company=s  Common  Stock,  no  par  value.

     ACompany@  has  the  meaning  set  forth  in  the  preamble.

     AConseco@  has  the  meaning  set  forth  in  the  preamble.

     AConseco  Designee(s)@  has the meaning set forth in paragraph 1(a)(i).

     ADebentures@  means  the  12%  Subordinated  Convertible  Notes  of the
Company  purchased  by  the  Purchaser  pursuant  to  the  Securities Purchase
Agreement.

     APermitted  Transfer@  has  the  meaning  set  forth in paragraph 2(b).

     APerson@  means  an individual, a partnership, a corporation, a limited
liability  company,  an  association,  a joint stock company, a trust, a joint
venture,  an  unincorporated  organization  and  a  governmental entity or any
department,  agency  or  political  subdivision  thereof.

     APurchaser@  has  the  meaning  set  forth  in  the  preamble.

     ARegistration  Rights  Agreement@  means  the  registration  rights
agreements  by  and between the Company and the Purchaser dated as of the date
hereof.

     ASecurities Act@ means the Securities Act of 1933, as amended from time
to  time.

     ASecurities@  means  (i)  any  Common  Stock,  preferred stock or other
equity  securities  of the Company, (ii) any options, warrants or other rights
to  acquire  equity  securities  of  the  Company,  including  any convertible
debentures  and  (iii)  any  direct  or indirect interest in any of the above.

     ASecurities Purchase Agreement@ means the Securities Purchase Agreement
dated  as  of  an  even  date  herewith  by  and  between  the Company and the
Purchaser.

     AStockholders@  has  the  meaning  set  forth  in  the  preamble.

     AStockholders=  Designee@  has  the  meaning set forth in paragraph
1(b)(i).

     ATransfer@  has  the  meaning  set  forth  in  paragraph  2(a).
AUnderlying  Common  Stock@  means  the shares of the Common Stock issued or
issuable upon conversion of the Debenture purchased pursuant to the Securities
Purchase  Agreement  or  the  Algood  Debentures.

     9.       Amendment and Waiver.  Except as otherwise provided herein, no
modification,  amendment  or waiver of any provision of this Agreement will be
effective unless such modification, amendment or waiver is approved in writing
by the Company, Conseco, the Purchaser and Stockholders owning at least 60% of
the Securities owned by the Stockholders.  The failure of any party to enforce
any  of  the  provisions  of  this  Agreement will in no way be construed as a
waiver  of  such  provisions  and  will  not  affect  the  right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with  its  terms.

     10.          Severability.    Whenever possible, each provision of this
Agreement  shall  be  interpreted  in such manner as to be effective and valid
under  applicable  law,  but  if any provision of this Agreement is held to be
invalid,  illegal  or unenforceable in any respect under any applicable law or
rule  in  any  jurisdiction,  such  invalidity, illegality or unenforceability
shall  not  affect  the  validity,  legality  or  enforceability  of any other
provision  of  this  Agreement  in  such  jurisdiction or affect the validity,
legality  or  enforceability  of  any provision in any other jurisdiction, but
this  Agreement shall be reformed, construed and enforced in such jurisdiction
as  if  such  invalid,  illegal  or  unenforceable  provision  had  never been
contained  herein.

     11.          Entire Agreement.  Except as otherwise expressly set forth
herein, this Agreement together with the Securities Purchase Agreement and the
exhibits  thereto  (including,  but  not  limited  to, the Registration Rights
Agreement) embodies the complete agreement and understanding among the parties
hereto  with  respect to the subject matter hereof and supersedes and preempts
any  prior  understandings,  agreements  or  representations  by  or among the
parties,  written or oral, which may have related to the subject matter hereof
in  any  way.

     12.       Successors and Assigns.  Except as otherwise provided herein,
this  Agreement  shall  bind and inure to the benefit of and be enforceable by
each of the parties hereto and their respective successors and assigns and any
permitted  subsequent  holders  of  the  Securities,  so  long  as  they  hold
Securities  subject  to  this  Agreement.

     13.          Counterparts.   This Agreement may be executed in multiple
counterparts,  each  of  which  shall  be  an  original and all of which taken
together  shall  constitute  one  and  the  same  agreement.

     14.          Remedies.  The parties hereto shall be entitled to enforce
their  rights  under this Agreement specifically, to recover damages by reason
of  any  breach  of  any provision of this Agreement and to exercise all other
rights existing in their favor.  The parties hereto agree and acknowledge that
money damages would not be an adequate remedy for any breach of the provisions
of  this  Agreement  and  that the parties hereto may in their sole discretion
apply  to  any  court  of law or equity of competent jurisdiction for specific
performance  and/or  injunctive  relief  (without  posting  a  bond  or  other
security)  in  order  to enforce or prevent any violation of the provisions of
this  Agreement.

     15.     Notices.  Any notice provided for in this Agreement shall be in
writing  and  shall be either personally delivered, or mailed first class mail
(postage  prepaid)  or  sent  by  reputable overnight courier service (charges
prepaid) or telecopied and confirmed by telecopy answer back to the respective
address  set forth below and to any subsequent holder of Securities subject to
this  Agreement  at  such address as indicated by the Company=s records, or at
such  address  or to the attention of such other person as the recipient party
has  specified by prior written notice to the sending party.  Notices shall be
deemed  to  have  been  given  hereunder when delivered personally, three days
after  deposit  in the U.S. mail, and upon receipt if the same shall have been
telecopied  and confirmed by telecopy answer back one day after deposit with a
reputable  overnight  courier  service.

     If  to  the  Company,  at:

     General  Acceptance  Corporation
1025  Acuff  Road
Bloomington,  IN  47404
Attention:  Chief  Financial  Officer
Facsimile:  (812)  337-6029

     With  copies  to:

     Hackman,  McClarnon,  Hulett  &  Cracraft
2400  One  Indiana  Square
Indianapolis,  IN  46204
Attention:  Marvin  Hackman
Facsimile:  (317)  686-3288

     and

     Mr.  Russell  Algood
2800  South  Olcott  Boulevard
Bloomington,  Indiana  47401

     If  to  Conseco  or  the  Purchaser,  at:

     Conseco,  Inc.
11825  N.  Pennsylvania  Street
Carmel,  IN  46214
Attention:  Lawrence  W.  Inlow
Facsimile:  (317)  817-6327




     If  to  the  Stockholders,  at:

     Mr.  Russell  Algood
2800  South  Olcott  Boulevard
Bloomington,  Indiana  47401

     16.       Governing Law.  The laws of the State of Indiana shall govern
this  Agreement  without giving effect to any choice of law or conflict of law
rules  or  provisions.

     17.       Jurisdiction.  The parties hereto agree to submit to personal
jurisdiction  and  to  waive any objection as to venue in the federal or state
courts  in  the  County  of  Hamilton or Marion, State of Indiana.  Service of
process  on  any party hereto in any action arising out of or relating to this
Agreement  shall be effective if mailed to such party at the address listed in
paragraph  14  hereof.

     18.      Arbitration.  If a dispute arises as to interpretation of this
Agreement,  it shall be decided finally by three arbitrators in an arbitration
proceeding  conforming  to  the  Rules of the American Arbitration Association
applicable  to  commercial arbitration.  The arbitrators shall be appointed as
follows:  one  by  the  Stockholders, one by Conseco, and one by the two other
arbitrators.    The  arbitration  shall  take  place  in Carmel, Indiana.  The
decision  of  a majority of the arbitrators shall be conclusively binding upon
the parties and final, and such decision shall be enforceable as a judgment in
any  court  of  competent  jurisdiction.    Each  party shall pay the fees and
expenses  of  the  arbitrator appointed by it, its counsel and its witnesses. 
The  parties  shall  share  equally  the  fees  and  expenses of the impartial
arbitrator.

     19.     Descriptive Headings.  The descriptive headings and captions of
this  Agreement  and the Exhibits attached hereto are inserted for convenience
only  and  do  not  constitute  a  part  of  this  Agreement.

A:\STOCK.3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  above  written.


     GENERAL  ACCEPTANCE  CORPORATION



     By:    /s/      Russell  E.  Algood

CONSECO,  INC.



     By:      /s/  Stephen  C.  Hilbert

CAPITOL  AMERICAN  LIFE  INSURANCE
COMPANY



     By:      /s/  Donald  S.  Gongaware



     ASTOCKHOLDERS@



         /s/  Malvin L. Algood                              Malvin L. Algood



             /s/   Russell E. Algood                              Russell E.
Algood



             /s/  John G. Algood                              John G. Algood



             /s/    Janet  Algood                               Janet Algood



             /s/    Shirley  Cook                               Shirley Cook



















<PAGE>












































                                Exhibit 10.69

<PAGE>

                                   GUARANTY

As an inducement to General Electric Capital Corporation ("Lender") to provide
financing  to  General Acceptance Corporation ("Borrower"), but without in any
way  binding  Lender to do so, the undersigned ("Guarantor") hereby guaranties
to  Lender the due, regular and punctual payment and prompt performance of all
debts  and  other obligations of any kind or character which Borrower now owes
Lender  or which Borrower shall at any time or from time to time hereafter owe
Lender,  regardless  of  any change in Borrower's name, entity, or ownership. 
Guarantor  also  agrees  to  pay to Lender all costs incurred by Lender in the
collection and enforcement of the debts and obligations of Borrower to Lender.

The  liability  of  Guarantor hereunder is direct, unconditional, absolute and
may  be  enforced  without  requiring  Lender  first to resort to any right or
remedy  Lender  has  as  to  Borrower  or  any  third  parties  with regard to
Borrower's  debts  and  obligations  to  Lender or to foreclose or exhaust any
security  therefor.    Guarantor  shall  not  have any right of reimbursement,
indemnity, subrogation or security enforceable against Borrower, nor otherwise
be  a  creditor  of Borrower, with respect to payments to Lender to the extent
such  rights  or  creditor  status  would make payments to Lender a preference
recoverable  from Lender.  Nothing shall discharge or satisfy the liability of
Guarantor  hereunder  except  the  full  payment  and  performance  of  all of
Borrower's  debts  and  obligations to Lender.  Any and all present and future
debts  and  obligations of Borrower to Guarantor are hereby postponed in favor
of  and  subordinated  to  the full payment and performance of all present and
future  debts  and  obligations  of  Borrower  to  Lender.

Guarantor has made an independent investigation of the financial condition and
affairs  of  Borrower  prior to entering into this Guaranty and has not relied
upon  any  representation  made  by  Lender  as  to  the  financial condition,
operation  or  creditworthiness  of  Borrower.   Guarantor further agrees that
Lender  shall  have  no  duty  or  responsibility now or hereafter to make any
investigation  or  appraisal of Borrower, or the security for Borrower's debts
and obligations to Lender, on behalf of Guarantor or to provide Guarantor with
any information which may come to Lender's attention now or hereafter, whether
or  not  such  information  could  materially  increase  the risk of Guarantor
hereunder.

Notice  of acceptance of this Guaranty, of any default by Borrower, and of any
adverse  change  in  Borrower's financial condition or of any other fact which
might  materially  increase the risk of Guarantor hereunder is hereby waived. 
Presentment,  protest  and demand, and notice of protest and demand are hereby
waived.    Guarantor  authorizes  Lender  without notice or demand and without
affecting  the obligations of Guarantor hereunder, with respect to any debt or
obligation of Borrower to Lender, to extend the time of payment (without limit
as  to  the  number  or  term of extensions) or waive strict compliance of any
other  term  thereof, to renew or otherwise modify the terms thereof, to waive
or release any security therefor, to release a guarantor or other party liable
therefor,  and  to  enter  or  grant  any  settlement,  release,  compromise,
composition, account stated or agreed balance with or to Borrower or any third
party,  and  Guarantor  agrees  that  the foregoing actions shall not diminish
Guarantor's  obligations  hereunder.   GUARANTOR WAIVES ANY AND ALL RIGHT TO A
TRIAL  BY  JURY  IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
GUARANTY.   To the extent allowed by law, Guarantor hereby confesses judgment,
and  acknowledges  to  be  indebted  unto and in favor of Lender, for the full
amount  of  all  obligations due to Lender by Borrower, and consents to Lender
filing  this  Guaranty  as  evidence  of  judgment.

This  Guaranty  remains  fully  enforceable irrespective of any defenses which
Borrower  could  assert  on  the underlying debt, including but not limited to
failure  of  consideration,  breach  of  warranty,  fraud, payment, accord and
satisfaction,  strict  foreclosure,  statute  of  frauds, bankruptcy, infancy,
statute of limitations, lender liability, and usury.  If Borrower or Guarantor
should  at  any  time  become  insolvent  or  make  a general assignment, or a
petition  in  bankruptcy or any insolvency or reorganization proceedings shall
be  filed  or  commenced  by  or  against  Borrower  or Guarantor, any and all
obligations  of  Guarantor  pursuant to this Guaranty shall not be lessened by
such  petitions,  assignments  or  filings  and  shall,  at  Lender's  option,
forthwith  become  due and payable without notice.  In the event of default in
the performance of this Guaranty, Guarantor agrees to pay all reasonable court
costs,  attorney's  fees  and other expenses paid or incurred by Lender in the
enforcement  hereof.

This  Guaranty  is  a  continuing  guaranty which shall remain effective until
terminated  as provided herein.  Guarantor may terminate this Guaranty upon at
least  sixty  (60)  days  prior  written notice received by Lender and sent by
registered  or certified mail, return receipt requested.  Notwithstanding such
termination, however, this Guaranty shall remain effective as to all financing
provided,  or  committed  to  be  provided, by Lender to or for the benefit of
Borrower prior to the effective date of termination and this Guaranty shall be
continuing  and  unconditional  until  the  same are fully paid, performed and
discharged.

This Guaranty supersedes all prior writings, and all prior and contemporaneous
oral  understandings, regarding this Guaranty.  Without Lender's prior written
consent,  no  assignment  or  delegation  of any rights or duties by Guarantor
shall  be effective to relieve Guarantor of its obligations hereunder.  Lender
can  at  any  time  assign or delegate any rights or duties arising under this
Guaranty.  This Guaranty shall inure to the benefit of Lender's successors and
assigns.   Guarantor agrees to provide financial statements for Guarantor when
requested  by  Lender.

This  Guaranty  shall be governed by and construed in accordance with the laws
of  the  State  of  Illinois.    The  undersigned  hereby  irrevocably  and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of  the  State  of Illinois and of the United States of America located in the
State  of  Illinois  for  any  action,  suit  or  proceeding arising out of or
relating  to  this  Guaranty  and  the  transactions  contemplated hereby this
Agreement,  and further agrees that service of any process, summons, notice or
document  by  U.S.  registered  mail  to  its address set forth below shall be
effective  service  of  process  for any action, suit or proceeding brought in
connection  with  this  Agreement  in  any  such  court.












                      Signatures to follow on next page

<PAGE>

Guarantor  acknowledges  that  Guarantor has read this Guaranty, has consulted
with  counsel  to  the  extent  Guarantor  deemed  advisable, understands this
Guaranty  and  desires  to  be  bound  by  it.

Dated:          November  14,  1996


General  Acceptance  Corporation                     Witness:   /s/ Martin C.
Bozarth
Reinsurance,  Ltd.

By:    /s/  Russell  E.  Algood                          Martin C. Bozarth
                                   Print  Witness  Name
Title:        President  &  COO

   Russell E. Algood                         Print Witness Address and Phone
No.
Print  Name  of  Person  Signing
                                    1025  Acuff  Road
                                         Bloomington,  IN  47404
           812-337-6023


<PAGE>





















                                Exhibit 10.70
<PAGE>





     PROMISSORY  NOTE

     Date: January 3, 1997                                                    
  Due:  Demand
Amount:  up  to  $1,000,000

     For  Value  Received, the undersigned, General Acceptance Corporation, an
Indiana Corporation (Borrower) promises to pay to the order of Janet Algood at
Bloomington,  Indiana,  or such other place as the holder hereof may designate
in  writing,  the  principal  sum of up to five hundred thousand dollars or so
much  thereof  as  may be advanced and outstanding from time to time, together
with  interest  on  the  unpaid  principal balance existing from time to time:
     (1)  From  the  date  of  delivery  hereof until maturity, whether by    
acceleration  or  otherwise  at  the  rate  of  12%.

     Accrued  interest shall be due and payable on the first day of each month
commencing  February  1,  1997.
     In  any  and  all events the entire remaining unpaid principal balance of
this  Note,  together  with  any remaining accrued but unpaid interest thereon
shall  be  due  and  payable  on  demand.

     Interest  shall  accrue  on  the basis of a three hundred sixty (360) day
year  and  be  paid  for  the  actual  number  of  days  outstanding.

     Borrower may prepay the outstanding principal of this Note in whole or in
part  without  premium  or  penalty.

      If  default is made in the payment of any installment or installments of
interest  or  principal  and interest, as herein provided, when due, or in the
performance of any of the terms, agreements, covenants or conditions contained
in  the  Note  or  under  any other agreement Borrower has then in any of such
events,  or  at  any  time  thereafter,  the  entire  principal  of this Note,
irrespectively of the maturity date specified herein, together with attorney=s
fees  incurred  in  collection  or enforcing payment or performance hereof and
interest  from the date of such default on the unpaid principal balance hereof
at the default rate hereinabove specified, shall at the election of the holder
hereof,  and  without  relief  from  valuation  or  appraisement  laws, become
immediately  due  and  payable.

     The  rights  and  remedies of the holder hereof as provided in this Note 
shall be cumulative and concurrent, and may be pursued singly, successively or
together.  The failure to exercise any such right or remedy on any one or more
occasions  shall  in  no  event be constructed as a waiver of the right to the
later  exercise  thereof,  or  as  the  release  thereof.

     Borrower  waives  demand,  presentment  for  payment, notice of dishonor,
protest  and  notice  of  protest, and expressly agrees that this Note and any
payment  coming  due under it may be extended or otherwise modified, from time
to  time  without  in  any  way  affecting  its  liability  hereunder.

     This note shall be construed according to and governed by the laws of the
State  of  Indiana.

     IN  WITNESS WHEREOF, Borrower has executed this Note as of the date first
hereinabove  written.



     General  Acceptance  Corporation
BY:                /s/  Martin  C.  Bozarth
        Martin  C.  Bozarth                                    CFO
Printed  Name                                                        Title


<PAGE>






















                                Exhibit 10.71
<PAGE>





     PROMISSORY  NOTE

     Date: January 6, 1997                                                    
  Due:  Demand
Amount:  up  to  $500,000.00

     For  Value  Received, the undersigned, General Acceptance Corporation, an
Indiana  Corporation  (Borrower) promises to pay to the order of J. G.. Algood
at  Bloomington,  Indiana,  or  such  other  place  as  the  holder hereof may
designate in writing, the principal sum of up to five hundred thousand dollars
or  so  much  thereof  as  may  be advanced and outstanding from time to time,
together  with  interest on the unpaid principal balance existing from time to
time:
     (1)  From  the  date  of  delivery  hereof until maturity, whether by    
acceleration  or  otherwise  at  the  rate  of  12%.

     Accrued  interest shall be due and payable on the first day of each month
commencing  February  1,  1997.
     In  any  and  all events the entire remaining unpaid principal balance of
this  Note,  together  with  any remaining accrued but unpaid interest thereon
shall  be  due  and  payable  on  demand.

     Interest  shall  accrue  on  the basis of a three hundred sixty (360) day
year  and  be  paid  for  the  actual  number  of  days  outstanding.

     Borrower may prepay the outstanding principal of this Note in whole or in
part  without  premium  or  penalty.

      If  default is made in the payment of any installment or installments of
interest  or  principal  and interest, as herein provided, when due, or in the
performance of any of the terms, agreements, covenants or conditions contained
in  the  Note  or  under  any other agreement Borrower has then in any of such
events,  or  at  any  time  thereafter,  the  entire  principal  of this Note,
irrespectively of the maturity date specified herein, together with attorney=s
fees  incurred  in  collection  or enforcing payment or performance hereof and
interest  from the date of such default on the unpaid principal balance hereof
at the default rate hereinabove specified, shall at the election of the holder
hereof,  and  without  relief  from  valuation  or  appraisement  laws, become
immediately  due  and  payable.

     The  rights  and  remedies of the holder hereof as provided in this Note 
shall be cumulative and concurrent, and may be pursued singly, successively or
together.  The failure to exercise any such right or remedy on any one or more
occasions  shall  in  no  event be constructed as a waiver of the right to the
later  exercise  thereof,  or  as  the  release  thereof.

     Borrower  waives  demand,  presentment  for  payment, notice of dishonor,
protest  and  notice  of  protest, and expressly agrees that this Note and any
payment  coming  due under it may be extended or otherwise modified, from time
to  time  without  in  any  way  affecting  its  liability  hereunder.

     This note shall be construed according to and governed by the laws of the
State  of  Indiana.

     IN  WITNESS WHEREOF, Borrower has executed this Note as of the date first
hereinabove  written.



     General  Acceptance  Corporation
BY:                    /s/  Martin  C.  Bozarth
    Martin  C.  Bozarth                                        CFO
Printed  Name                                                        Title



<PAGE>





















                                Exhibit 10.72

<PAGE>





     PROMISSORY  NOTE

     Date: March 6, 1997                                                      
Due:  Demand
Amount:  up  to  $750,000.00

     For  Value  Received, the undersigned, General Acceptance Corporation, an
Indiana Corporation (Borrower) promises to pay to the order of R. E. Algood at
Bloomington,  Indiana,  or such other place as the holder hereof may designate
in  writing,  the  principal  sum of up to five hundred thousand dollars or so
much  thereof  as  may be advanced and outstanding from time to time, together
with  interest  on  the  unpaid  principal balance existing from time to time:
     (1)  From  the  date  of  delivery  hereof until maturity, whether by    
acceleration  or  otherwise  at  the  rate  of  12%.

     Accrued  interest shall be due and payable on the first day of each month
commencing  April  1,  1997.
     In  any  and  all events the entire remaining unpaid principal balance of
this  Note,  together  with  any remaining accrued but unpaid interest thereon
shall  be  due  and  payable  on  demand.

     Interest  shall  accrue  on  the basis of a three hundred sixty (360) day
year  and  be  paid  for  the  actual  number  of  days  outstanding.

     Borrower may prepay the outstanding principal of this Note in whole or in
part  without  premium  or  penalty.

      If  default is made in the payment of any installment or installments of
interest  or  principal  and interest, as herein provided, when due, or in the
performance of any of the terms, agreements, covenants or conditions contained
in  the  Note  or  under  any other agreement Borrower has then in any of such
events,  or  at  any  time  thereafter,  the  entire  principal  of this Note,
irrespectively of the maturity date specified herein, together with attorney=s
fees  incurred  in  collection  or enforcing payment or performance hereof and
interest  from the date of such default on the unpaid principal balance hereof
at the default rate hereinabove specified, shall at the election of the holder
hereof,  and  without  relief  from  valuation  or  appraisement  laws, become
immediately  due  and  payable.

     The  rights  and  remedies of the holder hereof as provided in this Note 
shall be cumulative and concurrent, and may be pursued singly, successively or
together.  The failure to exercise any such right or remedy on any one or more
occasions  shall  in  no  event be constructed as a waiver of the right to the
later  exercise  thereof,  or  as  the  release  thereof.

     Borrower  waives  demand,  presentment  for  payment, notice of dishonor,
protest  and  notice  of  protest, and expressly agrees that this Note and any
payment  coming  due under it may be extended or otherwise modified, from time
to  time  without  in  any  way  affecting  its  liability  hereunder.

     This note shall be construed according to and governed by the laws of the
State  of  Indiana.

     IN  WITNESS WHEREOF, Borrower has executed this Note as of the date first
hereinabove  written.



     General  Acceptance  Corporation
BY:                    /s/    Martin  C.  Bozarth
    Martin  C.  Bozarth                                        CFO
Printed  Name                                                        Title

<PAGE>























                                Exhibit 10.73
<PAGE>


















     SECURITIES  PURCHASE  AGREEMENT


     Dated  as  of  April  11,  1997


     between


     GENERAL  ACCEPTANCE  CORPORATION

     and

     CAPITOL  AMERICAN  LIFE  INSURANCE  COMPANY


                                     iii
G:\LEGAL\AGREEMNT\SECPUR\GENERAL.3
     TABLE  OF  CONTENTS

Section          Page

      1.          Definitions          1

      2.          The  Purchase  of  Securities
     2.1.          Sale  and  Purchase  of  Securities          8
2.2.          Use  of  Proceeds          9

      3.          Conditions  Precedent
     3.1.          Conditions  to  the  Purchase          9

      4.          Representations  and  Warranties  of  the  Purchaser
     4.1.          Organization          11
4.2.          Due  Execution,  Delivery  and  Performance
     of  the  Agreement          11
     4.3.          Investment  Representation          11

      5.          Representations  and  Warranties  of  the  Company
     5.1.          Corporate  Existence;  Compliance  with  Law          12
5.2.          Executive  Offices          13
5.3.          Subsidiaries          13
5.4.          Corporate  Power;  Authorization;
     Enforceable  Obligations          13
     5.5.          SEC  Documents          14
5.6.          Absence  of  Certain  Changes  or  Events          14
5.7.          Interim  Financial  Statements;  Absence
     of  Undisclosed  Liabilities          15
     5.8.      Projections          16
5.9.          Ownership  of  Property          16
5.10.          No  Default          16
5.11.          Employment  Matters          17
5.12.          Other  Ventures          17
5.13.          Taxes          17
5.14.          ERISA          18
5.15.          No  Litigation          20
5.16.          Employment  and  Labor  Agreements          20
5.17.    Other  Contracts          20
5.18.          Patents,  Trademarks,  Copyrights  and
     Licenses          20
     5.19.          Licenses          21
5.20.          Capital  Structure  of  the  Company          21
5.21.          Investment  Company  Act          22
5.22.          Underwriting  Guidelines          22
5.23.    Broker=s  or  Finder=s  Fee          22
5.24.    Disclosure          22

      6.          Financial  Statements  and  Information
     6.1.          Reports  and  Notices          22
6.2.          Certificates;  Other  Information          25





Section          Page

      7.          Affirmative  Covenants
     7.1.          Maintenance  of  Existence  and  Conduct
     of  Business          26
     7.2.          Payment  of  Obligations          26
7.3.          Books  and  Records          26
7.4.          Litigation          27
7.5.          Insurance          27
7.6.          Compliance  with  Law          27
7.7.          Agreements          27
7.8.          Employee  Plans          27
7.9.          Access          29
7.10.          Board  Representation;  Board  Observer          29

      8.          Negative  Covenants
     8.1.          Mergers,  Etc.          30
8.2.          Amendment  of  Certificate  of  Incorporation          30
8.3.          Investments;  Loans  and  Advances          30
8.4.          Indebtedness          30
8.5.          Employee  Loans          31
8.6.          Transactions  with  Affiliates          31
8.7.          Liens          31
8.8.          Capital  Expenditures          31
8.9.          Sales  of  Assets          31
8.10.          Cancellation  of  Indebtedness          32
8.11.          ERISA          32
8.12.          Tax  Sharing          32

      9.          Events  of  Default;  Rights  and  Remedies
     9.1.          Events  of  Default          32
9.2.          Remedies          35

     10.          Triggering  Events
     10.1.          Events          35
10.2.          Payment  Acceleration          35
10.3.          Redemption          35
10.4.          Funds  Unavailable          36
10.5.          Notice          36

     11.          Right  of  First  Refusal          36

     12.          Securities  Law  Matters          37

     13.          Miscellaneous
     13.1.          Press  Releases          37
13.2.    Expenses          37
13.3.    Indemnification          37
     Section          Page


     13.4.          Assignment          38
13.5.          Remedies          38
13.6.          Waiver  of  Jury  Trial          38
13.7.          Arbitration          39
13.8.          Severability          39
13.9.          Parties          39
13.10.          Conflict  of  Terms          39
13.11.          Governing  Law          39
13.12.          Notices          40
13.13.          Survival          41
13.14.          Section  Titles          41
13.15.          Counterparts          41
13.16.          Algood  Debentures          41

EXHIBIT  A  -  FORM  OF  DEBENTURE
EXHIBIT  B  -  FORM  OF  REGISTRATION  RIGHTS  AGREEMENT
EXHIBIT  C  -  FORM  OF  STOCKHOLDERS'  AGREEMENT
EXHIBIT  D  -  FORM  OF  OPINION  OF  COUNSEL
EXHIBIT  E  -  FORM  OF  EMPLOYMENT  AGREEMENT  FOR  MALVIN  ALGOOD
EXHIBIT  F  -  FORM  OF  EMPLOYMENT  AGREEMENT  FOR  RUSSELL  ALGOOD





     SECURITIES  PURCHASE  AGREEMENT

     SECURITIES  PURCHASE  AGREEMENT,  dated as of April 11, 1997 by and among
GENERAL  ACCEPTANCE  CORPORATION,  an  Indiana corporation (the "Company") and
CAPITOL AMERICAN LIFE INSURANCE COMPANY, an Arizona life insurance corporation
(the  APurchaser@).

     W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  upon the terms and conditions hereinafter provided, the Company
has agreed to issue and sell to the Purchaser, and the Purchaser has agreed to
purchase  from  the Company, $10,000,000 of 12% Subordinated Convertible Notes
of  the  Company in substantially the form attached hereto as Exhibit A (the
"Debentures")  convertible  into  shares of Common Stock, no par value, of the
Company  (the  "Common  Stock")  (the  Debentures  and  the   Common Stock are
together  referred  to  herein  as  the  "Securities").

     NOW,  THEREFORE,  in  consideration  of  the  premises  and the covenants
hereinafter  contained,  it  is  agreed  as  follows:

I.          DEFINITIONS

     In  addition to the defined terms appearing above, capitalized terms used
in  this  Agreement  shall  have  (unless otherwise provided elsewhere in this
Agreement)  the  following  respective  meanings  when  used  herein:

     "Affiliate" shall mean, with respect to any Person, (i) each Person that,
directly  or  indirectly, owns or controls, whether of record or beneficially,
or  as  a trustee, guardian or other fiduciary, 5 percent or more of the Stock
having ordinary voting power in the election of directors of such Person, (ii)
each  Person  that  controls, is controlled by or is under common control with
such  Person  or  any Affiliate of such Person, or (iii) each of such Person's
officers, directors and general partners.  For the purpose of this definition,
"control"  of  a  Person shall mean the possession, directly or indirectly, of
the  power  to  direct  or  cause the direction of its management or policies,
whether through the ownership of voting securities, by contract or otherwise. 
For  purposes  of  this  definition the Purchaser shall not be deemed to be an
Affiliate  of the Company or any of the Affiliates of the Company by reason of
the  purchase  of  the  Debentures.

     "Agreement"  shall mean this Securities Purchase Agreement, including all
amendments,  modifications and supplements hereto and any appendices, exhibits
or  schedules  to  any  of  the  foregoing, and shall refer to this Securities
Purchase  Agreement  as  the  same may be in effect at the time such reference
becomes  operative.

     AAlgood  Debentures@  shall  collectively  mean  those  12%  Subordinated
Convertible  Notes of like tenor and effect as the Debentures in the aggregate
sum  of up to $3,250,000 issued to J.G. Algood, M.L. Algood, Janet Algood, and
R.E.  Algood  in  exchange  for  12% demand promissory notes dated October 15,
1996,  January  3,  1997,  January 6, 1997 and March 6, 1997 in such aggregate
principal  amount.

     "Ancillary  Agreements"  shall  mean  any  supplemental  agreement,
undertaking,  instrument, document or other writing executed by the Company or
any  of  its  Subsidiaries  or  by any of their Stockholders as a condition to
purchasing  any  of  the  Securities  under  this  Agreement  or  otherwise in
connection  herewith,  including,  without  limitation,  the  Stockholders'
Agreement  and  the  Registration  Rights  Agreement.

     "Board"  shall  mean  the  Company's  Board  of  Directors.

     "Business  Day"  shall mean any day that is not a Saturday, a Sunday or a
day  on  which  banks  are  required or permitted to be closed in the State of
Indiana.

     "Capital  Lease"  shall  mean  any  obligation  that  is  required  to be
classified and accounted for as a capital lease on the face of a balance sheet
of  such  person  prepared  in  accordance  with generally accepted accounting
principles; and the amount of such obligations shall be the capitalized amount
thereof,  determined  in  accordance  with  generally  accepted  accounting
principles.

     "Capital  Expenditures"  shall  mean all payments for any fixed assets or
improvements (whether paid in cash or accrued as liabilities, and including in
all  events  all  amounts expended or capitalized under capital leases and any
expenditures  financed  by  anybody  during  that  period), including, without
limitation,  computer  software  and  computer  software  licenses,  or  for
replacements,  substitutions  or additions thereto, that have a useful life of
more  than  one  year  and  which  are  required to be capitalized under GAAP.

     "Charges"  shall mean all Federal, state, county, city, municipal, local,
foreign  or  other  governmental  taxes  at  the time due and payable, levies,
assessments,  charges,  liens,  claims or encumbrances upon or relating to (i)
the  Obligations,  (ii)  the  Company  or  any of its Subsidiaries' employees,
payroll,  income  or  gross  receipts,  (iii)  the  Company  or  any  of  its
Subsidiaries'  ownership or use of any of its assets, or (iv) any other aspect
of  the Company or any of its Affiliates' business, in each case including any
and  all  interest  and  penalties.

     "Closing  Date"  shall  mean  that date upon which the Closing occurs and
shall  be  a  date  agreed  upon  between  the  Company  and the Purchaser and
"Closing"  shall mean the moment on the Closing Date on which the purchase and
sale  of  the  Securities  is  made.

     "Company=s  Stock  Option  Plan"  shall  mean  the  General  Acceptance
Corporation  Employee Stock Option Plan and the General Acceptance Corporation
Outside  Directors=  Stock  Option  Plan,  collectively.

     AConseco  Directors@  shall  mean  the individuals designated by Conseco,
Inc.  pursuant  to  the  Stockholders=  Agreement  to be elected to the Board.

     "Default"  shall mean any event which, with the passage of time or notice
or  both,  would,  unless  cured  or  waived,  become  an  Event  of  Default.

     "ERISA"  shall  mean  the Employee Retirement Income Security Act of 1974
(or  any  successor  legislation  thereto),  as  amended  from  time  to time.

     "ERISA  Affiliate"  shall mean, with respect to the Company, any trade or
business  (whether  or not incorporated) under common control with the Company
and  which,  together with the Company, are treated as a single employer under
Section  414(b),  (c),  (m)  or  (o)  of  the  IRC.

     "ERISA  Event"  shall  mean,  with  respect  to  the Company or any ERISA
Affiliate,  (i)  a  Reportable  Event  with  respect  to  a Title IV Plan or a
Multiemployer  Plan;  (ii)  the  withdrawal  of  the  Company,  any  of  its
Subsidiaries  or  any  ERISA Affiliate from a Title IV Plan subject to Section
4063  of  ERISA  during a plan year in which it was a substantial employer, as
defined  in  Section  4001(a)(2)  of  ERISA;  (iii)  the  complete  or partial
withdrawal of the Company, any of its Subsidiaries or any ERISA Affiliate from
any  Multiemployer  Plan; (iv) the filing of a notice of intent to terminate a
Title  IV  Plan  or  the  treatment of a plan amendment as a termination under
Section 4041 of ERISA; (v) the institution of proceedings to terminate a Title
IV  Plan  or Multiemployer Plan by the PBGC; (vi) the failure to make required
contributions to a Qualified Plan; or (vii) any other event or condition which
might reasonably be expected to constitute grounds under Section 4042 of ERISA
for  the  termination  of,  or the appointment of a trustee to administer, any
Title  IV  Plan or Multiemployer Plan or the imposition of any liability under
Title  IV  of  ERISA,  other  than  PBGC premiums due but not delinquent under
Section  4007  of  ERISA.

     "Event  of  Default" shall have the meaning assigned to it in Section 9.1
hereof.

     "Financials"  shall  mean the financial statements referred to in Section
6.1(a)  and  (b)  hereof.

     "Financing Agreements" shall mean the following agreements, together with
the  related documents thereto, in each case as such agreements may be amended
(including  any  amendment and restatement thereof), supplemented or otherwise
modified from time to time, including any agreement extending the maturity of,
refinancing,  refunding,  replacing  or  otherwise  restructuring  all  or any
portion  of  the  indebtedness  under  such  agreement  or  any  successor  or
replacement agreement: Amended and Restated Motor Vehicle Installment Contract
Loan  and  Security  Agreement by and between the Company and General Electric
Capital  Corporation  (AGECC@)  dated as of April 11, 1997; and Revolving Loan
and  Security  Agreement  by  and  between the Company and Fifth Third Bank of
Central  Indiana  dated  as  of  August  27,  1996.

     "Fiscal  Year"  shall  mean  the  calendar  year.

     "GAAP"  shall mean generally accepted accounting principles in the United
States  of  America  as  in  effect  from  time  to  time.

     "Governmental  Authority"  shall mean any nation or government, any state
or  other  political  subdivision thereof, and any agency, department or other
entity  exercising  executive,  legislative,  judicial,  regulatory  or
administrative  functions  of  or  pertaining  to  government.

     "Indebtedness"  of  any  Person  shall  mean (i) all indebtedness of such
Person  for  borrowed  money (including, without limitation, reimbursement and
all  other  obligations  with  respect  to surety bonds, letters of credit and
bankers'  acceptances,  whether  or  not  matured), but not including accounts
payable and other obligations to trade creditors and normal operating expenses
characterized as liabilities incurred in the ordinary course of business, (ii)
all  obligations  evidenced by notes, bonds, debentures or similar instruments
(except  where  such  instruments evidence repayment of amounts referred to in
subparagraph  (i)),  (iii) all Capital Lease Obligations, and (iv) in the case
of  the  Company,  the  Debentures.

     "IRC"  shall  mean the Internal Revenue Code of 1986, as amended, and any
successor  thereto.

     "IRS"  shall mean the Internal Revenue Service, or any successor thereto.

     "Licenses"  shall have the meaning assigned to such term in Section 5.19;
individually  a  "License."

     "Lien"  shall  mean any mortgage or deed of trust, pledge, hypothecation,
assignment,  deposit  arrangement,  lien,  Charge,  claim,  security interest,
easement  or  encumbrance, preference, priority or other security agreement or
preferential  arrangement of any kind or nature whatsoever (including, without
limitation,  any  Capital  Lease  or  title retention agreement, any financing
lease  having  substantially the same economic effect as any of the foregoing,
and  the filing of, or agreement to give, any financing statement perfecting a
security  interest  under the Uniform Commercial Code or comparable law of any
jurisdiction).

     "Material  Adverse  Effect" shall mean any material adverse effect on the
business,  assets, operations, or financial or other condition or prospects of
the  Company  or  any  of  its  Subsidiaries.

     "Multiemployer  Plan"  shall  mean  a  "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA, and to which the Company, any of its Subsidiaries
or  any ERISA Affiliate is obligated to make, or has made or been obligated to
make, contributions on behalf of participants who are employed by any of them.

     "Obligations"  shall  mean  any  principal, interest, premium, penalties,
fees  and  other  liabilities  and  obligations  due  under  the documentation
governing  any  Indebtedness (including interest after the commencement of any
bankruptcy, insolvency, rehabilitation, liquidation, conservation, supervision
or  similar  proceedings).

     "Other Taxes" shall mean any present or future stamp or documentary taxes
or  any  other  sales,  transfer, excise or property taxes, charges or similar
levies  that arise from any payment made with respect to this Agreement or the
Ancillary  Agreements  and  any  other agreements and instruments contemplated
thereby.

     "Parent"  shall mean, as to any corporate entity, the Person who owns 100
percent  of  the  capital  stock  of  such  entity.

     "PBGC"  shall  mean  the  Pension  Benefit  Guaranty  Corporation  or any
successor  thereto.

     "Pension Plan" shall mean an employee pension benefit plan, as defined in
Section  (3)(2)  of  ERISA  (other than a Multiemployer Plan), which is not an
individual  account  plan, as defined in Section 3(34) of ERISA, and which the
Company,  any  of its Subsidiaries or, if a Title IV Plan, any ERISA Affiliate
maintains,  contributes  to or has an obligation to contribute to on behalf of
participants  who  are  or  were  employed  by  any  of  them.

     "Permitted  Encumbrances"  shall  mean  the  following encumbrances:  (i)
Liens for taxes or assessments or other governmental charges or levies, either
not  yet due and payable or to the extent that nonpayment thereof is permitted
by  the terms of this Agreement; (ii) pledges or deposits securing obligations
under worker's compensation, unemployment insurance, social security or public
liability  laws  or  similar  legislation;  (iii) pledges or deposits securing
bids,  tenders,  contracts  (other than contracts for the payment of money) or
leases  to  which  the Company or any of its Subsidiaries is a party as lessee
made  in  the  ordinary  course  of business; (iv) deposits securing public or
statutory obligations of the Company or any of its Subsidiaries; (v) workers',
mechanics,  suppliers',  carriers',  warehousemen's  or  other  similar  liens
arising  in  the  ordinary  course  of  business  and  securing  indebtedness
aggregating  not in excess of $50,000 at any time outstanding, not yet due and
payable;  (vi) deposits securing or in lieu of surety, appeal or customs bonds
in  proceedings  to  which  the Company or any of its Subsidiaries is a party,
provided  that  such  deposits could not, individually or in the aggregate, be
reasonably  expected  to  have  a  Material  Adverse  Effect; (vii) pledges or
deposits  effected by the Company or any of its Subsidiaries as a condition to
obtaining  or maintaining any License of such Person; (viii) any attachment or
judgment  lien, unless the judgment it secures shall not, within 90 days after
the  entry  thereof,  have been discharged or execution thereof stayed pending
appeal,  or shall not have been discharged within 90 days after the expiration
of  any such stay; (ix) all Liens securing Senior Indebtedness; and (x) zoning
restrictions,  easements,  licenses,  or other restrictions on the use of real
property  or  other  minor irregularities in title (including leasehold title)
thereto,  so  long  as  the  same  do not materially impair the use, value, or
marketability  of  such  real  property,  leases  or  leasehold  estates.

     "Person"  shall  mean  any  individual, sole proprietorship, partnership,
joint  venture,  trust, unincorporated organization, association, corporation,
limited  liability company, institution, public benefit corporation, entity or
government  (whether  Federal,  state,  county,  city, municipal or otherwise,
including,  without limitation, any instrumentality, division, agency, body or
department  thereof).

     "Plan" shall mean an employee benefit plan, as defined in Section 3(3) of
ERISA,  which  the Company or any of its Subsidiaries maintains or makes or is
obligated  to  make contributions to on behalf of participants who are or were
employed  by  any  of  them.

     "Qualified  Plan" shall mean an employee pension benefit plan, as defined
in  Section 3(2) of ERISA, which is intended to be tax-qualified under Section
401(a) of the IRC, and which the Company, any of its Subsidiaries or any ERISA
Affiliate  maintains  or  makes  or  is  obligated to make contributions to on
behalf  of  participants  who  are  or  were  employed  by  any  of  them.

     "Registration  Rights  Agreement"  shall  mean  the  Registration  Rights
Agreement  by  and  among  the  Company and the Purchaser dated as of the date
hereof  and  in  substantially  the  form  attached  hereto  as  Exhibit  B.

     "SEC"  shall  mean  the  Securities  and  Exchange  Commission.

     "SEC  Documents" shall mean all reports, schedules, forms, statements and
other  documents  required  to  be  filed  with  the  SEC.

     "Securities  Act"  shall  mean  the  Securities  Act of 1933, as amended.

     "Senior  Indebtedness"  shall  mean  all Indebtedness under the Financing
Agreements  whether  or not existing or hereinafter incurred and whether fixed
or  contingent.

     "Stock"  shall  mean  all  shares,  options, warrants, general or limited
partnership  interests, participations or other equivalents (regardless of how
designated)  of  or in a corporation, partnership or equivalent entity whether
voting  or  nonvoting,  including, without limitation, common stock, preferred
stock,  or any other "equity security" (as such term is defined in Rule 3a11-1
of  the  General  Rules  and  Regulations  promulgated  by  the Securities and
Exchange  Commission  under  the Securities Exchange Act of 1934, as amended).

     "Stockholders" shall mean, with respect to any Person, all of the holders
of  Stock  of  such  Person  immediately  following  the  Closing  Date.

     AStockholders= Agreement@ shall mean that certain Stockholders= Agreement
dated  as of the date hereof by and among the Company, certain Stockholders of
the  Company,  the  Purchaser  and  Conseco,  Inc.,  substantially in the form
attached  hereto  as  Exhibit  C.

     "Subsidiary"  shall mean, with respect to any Person, (a) any corporation
of  which  an  aggregate  of  50  percent  or  more  of  the outstanding Stock
(irrespective  of whether, at the time, Stock of any other class or classes of
such  corporation  shall  have  or  might  have  voting power by reason of the
happening  of  any  contingency) is at the time, directly or indirectly, owned
legally or beneficially by such Person and/or one or more Subsidiaries of such
Person,  and  (b)  any  partnership  in  which  such Person and/or one or more
Subsidiaries  of  such  Person  shall have an interest (whether in the form of
voting  or  participation in profits or capital contribution) of 50 percent or
more.

     "Taxes"  shall mean any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding  taxes  imposed on or measured by the net income of the Purchaser by
the  jurisdictions  under  the laws of which the Purchaser are organized or is
engaged  in business (other than by reason of the transactions contemplated by
this  Agreement  or  the  Ancillary  Agreements)  or any political subdivision
thereof.

     "Title  IV  Plan"  shall  mean a Pension Plan, other than a Multiemployer
Plan,  which  is  covered  by  Title  IV  of  ERISA.

     "Transactions"  shall  mean  the  purchase  and sale of the Securities as
described  in  the recitals to this Agreement, and all transactions related or
incidental  thereto.


     "Unfunded  Pension  Liability"  shall  mean,  at  any time, the aggregate
amount, if any, of the sum of (i) the amount by which the present value of all
accrued benefits under each Title IV Plan exceeds the fair market value of all
assets  of  such  Title  IV Plan allocable to such benefits in accordance with
Title  IV  of  ERISA,  all determined as of the most recent valuation date for
each  such  Title IV Plan using the actuarial assumptions in effect under such
Title IV Plan, and (ii) for a period of five (5) years following a transaction
reasonably  likely  to  be  covered  by Section 4069 of ERISA, the liabilities
(whether  or  not  accrued)  that  could be avoided by the Company, any of its
Subsidiaries  or  any  ERISA  Affiliate  as  a  result  of  such  transaction.

     "Withdrawal  Liability"  shall mean, at any time, the aggregate amount of
the  liabilities,  if any, pursuant to Section 4201 of ERISA, and any increase
in  contributions  pursuant  to  Section  4243  of  ERISA  with respect to all
Multiemployer  Plans.

     Any  accounting  term used in this Agreement shall have, unless otherwise
specifically  provided  herein,  the  meaning  customarily  given such term in
accordance  with  GAAP  and  all  financial  computations  hereunder  shall be
computed,  unless  otherwise  specifically provided herein, in accordance with
GAAP  consistently  applied  and consistent with the Financials.  That certain
terms  or  computations  are  explicitly modified by the phrase "in accordance
with  GAAP"  shall  in  no  way  be  construed  to  limit  the  foregoing.

     The  words  "herein," "hereof" and "hereunder" and other words of similar
import  refer  to  this  Agreement  as  a  whole,  including  the Exhibits and
Schedules  hereto,  as  the same may from time to time be amended, modified or
supplemented and not to any particular section, subsection or clause contained
in  this  Agreement.    As  used  herein,  the  word  "or"  is  not exclusive.

     AThe  knowledge  of the Company@ shall mean the knowledge of the chairman
of  the  Board, the president of the Company or the chief financial officer of
the  Company.

     Wherever  from  the  context  it appears appropriate, each term stated in
either  the  singular or plural shall include the singular and the plural, and
pronouns  stated in the masculine, feminine or neuter gender shall include the
masculine,  the  feminine  and  the  neuter.

II.          THE  PURCHASE  OF  SECURITIES

     2.1.     Sale and Purchase of Securities.  (a) Subject to the terms and
conditions herein, on the Closing Date, the Purchaser  agrees to purchase from
the  Company,  and  the  Company  agrees  to
issue and sell to the Purchaser, Debentures for an aggregate purchase price of
$10,000,000.    The Debentures shall be in the form attached hereto as Exhibit
A.  The Closing shall take place in Indianapolis, Indiana on the Closing Date.
 On the Closing Date, the Company will deliver to the Purchaser the Debentures
sold  by  the Company, against delivery by the Purchaser of the purchase price
to  the  Company  in  immediately  available  funds.

     2.2.   Use of Proceeds.  The Company shall use the proceeds of the sale
of the Securities to purchase and originate automobile loans and leases and to
purchase  automobiles  and  fund working capital needs in connection with such
purchases  and  originations and for other purposes set forth in the Company's
projections  which  have  been  delivered  to  the  Purchaser.

III.    CONDITIONS  PRECEDENT

     3.1.   Conditions to the Purchase.  Notwithstanding any other provision
of  this  Agreement  and  without  affecting  in  any manner the rights of the
Purchaser  hereunder,  the  Company  shall have no rights under this Agreement
(but shall have all applicable obligations hereunder), and the Purchaser shall
not be obligated to make the purchases of the Securities hereunder, unless and
until  each of the following conditions precedent shall have been fulfilled or
waived  by  the  Purchaser,  and  the  Company  shall  have  delivered,  where
applicable,  in  form and substance satisfactory to the Purchaser, and (unless
otherwise  indicated)  each  dated  the  Closing  Date:

     (a)    All of the representations and warranties of the Company contained
in  this  Agreement  or in any of the Ancillary Agreements shall be correct in
all  material respects as though made on and as of the Closing Date, except to
the  extent  that  any such representation or warranty expressly relates to an
earlier  date.

     (b)    The  Purchaser  shall have received a written certification by the
chief  financial officer of the Company as to the matters set forth in Section
3.1(a)  hereof.

     (c)   A favorable opinion of counsel for the Company substantially in the
form  attached  hereto  as Exhibit D, it being understood that to the extent
that  such  opinion  of  counsel shall rely upon any other opinion of counsel,
each  such  other  opinion  shall be in form and substance satisfactory to the
Purchaser  and  shall  provide  that  the  Purchaser  may  rely  thereon.

     (d)    Resolutions  of  the Board certified by the Secretary or Assistant
Secretary  of  the  Company,  to  be dated, duly adopted and in full force and
effect  as  of  the  Closing  Date,  authorizing  (i)  the consummation of the
Transactions,  (ii)  specific  officers  to  execute and deliver the Ancillary
Agreements  and  (iii)  appointing  the  Conseco  Directors  to  the  Board.

     (e)    Certificates  of  the  secretary  or an assistant secretary of the
Company,  dated  the  Closing Date, as to the incumbency and signatures of the
officers  or  representatives  of such entity executing this Agreement and the
Ancillary  Agreements  and  any  other  certificates  or other documents to be
delivered pursuant hereto or thereto, together with evidence of the incumbency
of  such  secretary  or  assistant  secretary.

     (f)  Certificate  of Existence from the Indiana Secretary of State, dated
the  most  recent practicable date prior to the Closing Date, showing that the
Company  is  organized  and  in  good  standing  in  the  State  of  Indiana.

     (g)    Each consent, license and approval required in connection with the
execution,  delivery,  performance,  validity  and  enforceability  of  this
Agreement, the Ancillary Agreements, and the consummation of the Transactions;
such consents, licenses and approvals shall be in full force and effect and be
satisfactory  in  form  and  substance  to  the  Purchaser.

     (h)    A  copy  of  the  certificate  of incorporation and all amendments
thereto  of  each  of the Company, General Acceptance Corporation Reinsurance,
Limited and copies of their respective by-laws all of which shall be certified
by the secretary or assistant secretary of each respective corporation as true
and  correct  as  of  the  Closing  Date.

     (i)    The  Purchaser shall have received the Financials, projections and
such  other  financial  and  other  information  regarding the Company and its
Subsidiaries  as  the  Purchaser  deems  appropriate.

     (j)    A  certificate  of  the  Chief  Executive  Officer of the Company,
satisfactory  in  form and substance to the Purchaser, stating that, as of the
Closing  Date,  no  change  has  occurred  in  the business, assets, operating
properties, operations, prospects, financial or other condition of the Company
or  any  of  its  Subsidiaries since December 31, 1996 which would result in a
Material  Adverse  Effect,  except  the  sale  of approximately $44,000,000 of
accounts  receivable previously disclosed to the Purchaser and as set forth on
Schedule  3.1(j).

     (k)    The  Stockholders'  Agreement.

     (l)    The  Registration  Rights  Agreement.

     (m)    The  Debentures.

     (n)          Employment  Agreements for Malvin Algood and Russell Algood,
substantially  in  the  form  of  Exhibits  E  and  F,  respectively.

     (o)        Agreement by General Electric Capital Corporation to extend at
least  $70  million  of  Senior Indebtedness to the Company through January 1,
1998;

     (p)         Unqualified opinion of Ernst & Young, LLP with respect to the
Company=s annual audited consolidated financial statements for the Fiscal Year
ended  December  31,  1996;

     (q)      Copies of the Algood Debentures, together with evidence that the
holders of the promissory notes to be exchanged for the Algood Debentures have
accepted  the  Algood  Debentures  in  exchange  therefor;

     (r)        Such additional information and materials as the Purchaser may
request.

IV.          REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER

     The  Purchaser  makes the following representations and warranties to the
Company,  each  and  all  of which shall survive the execution and delivery of
this  Agreement and the Closing until the Securities are no longer held by the
Purchaser:

     4.1       Organization.  The Purchaser is a corporation duly organized,
validly  existing,  and  in  good  standing under the laws of the state of its
respective  incorporation  and  it  has  full corporate power and authority to
enter  into  this  Agreement  and  to  perform its obligations hereunder.  The
Purchaser  is  a  wholly  owned  subsidiary  of  Conseco,  Inc.

     4.2      Due Execution, Delivery and Performance of the Agreement.  The
execution,  delivery,  and  performance  of  this Agreement (i) have been duly
authorized  by  all requisite corporate action by the Purchaser, and (ii) will
not  violate  the  Certificate  or  Articles of Incorporation or Bylaws of the
Purchaser  or  any  provision  of any material indenture, mortgage, agreement,
contract,  or other instrument to which it is a party or by which it or any of
its material properties or assets are bound, or be in conflict with, result in
a  breach  of  or  constitute (upon notice or lapse of time or both) a default
under any such indenture, mortgage, agreement, contract, or other instrument. 
This  Agreement  is  a  legal,  valid, and binding obligation of the Purchaser
enforceable  against  the  Purchaser  in  accordance  with  its  terms.

     4.3          Investment  Representation.   The Purchaser represents and
warrants  that  it  is  purchasing  the  Securities  for  its own account, for
investment  purposes  and  not  with  a view to the distribution thereof.  The
Purchaser  agrees  that  it will not, directly or indirectly, offer, transfer,
sell,  assign,  pledge,  hypothecate  or  otherwise  dispose  of  any  of  the
Securities  (or  solicit  any offers to buy, purchase, or otherwise acquire or
take  a  pledge  of  any  of  the  Securities),  except in compliance with the
Securities  Act  of  1933,  as  amended (the "Act"), the rules and regulations
thereunder  and  any  applicable  state  securities  laws.
The  Purchaser  recognizes  that  investing  in the Securities involves a high
degree  of  risk,  and  the  Purchaser  is in a financial position to hold the
Securities  indefinitely and is able to bear the economic risk and withstand a
complete  loss  of  its  investment  in  the  Securities.   The Purchaser is a
sophisticated  investor  and  is capable of evaluating the merits and risks of
investing in the Company.  The Purchaser has had an opportunity to discuss the
Company's  business,  management  and  financial  affairs  with  the Company's
management,  has been given full and complete access to information concerning
the  Company, and has utilized such access to its satisfaction for the purpose
of  obtaining information or verifying information and has had the opportunity
to  inspect the Company's operation.  The Purchaser has had the opportunity to
ask  questions  of,  and  receive  answers  from the management of the Company
concerning  the  Securities and the terms and conditions of this Agreement and
the  agreements  and  transactions  contemplated  hereby,  and  to  obtain any
additional  information  as  the  Purchaser  may  have requested in making its
investment decision.  The Purchaser is an "accredited investor", as defined by
Regulation  D  promulgated  under the Act.  The Purchaser understands that the
Securities  have not been, and will not be registered under the Securities Act
by  reason  of  their issuance by the Company in a transaction exempt from the
registration  requirements of the Act; and that the Securities must be held by
the  Purchaser  indefinitely  unless  a  subsequent  disposition  thereof  is
registered  under  the  Act  or  is  exempt  from  registration.

     Notwithstanding  anything  to  the  contrary  in  this  Agreement,  no
investigation by the Purchaser shall affect the representations and warranties
of  the Company under this Agreement or contained in any document, certificate
or  other  writing furnished or to be furnished to the Purchaser in connection
with  the  transactions  contemplated  hereby.

V.          REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

     To  induce  the  Purchaser to purchase the Securities as herein provided,
the  Company  makes  the  following  representations  and  warranties  to  the
Purchaser,  each  and all of which shall survive the execution and delivery of
this  Agreement  and  the  Closing:

     5.1.    Corporate  Existence; Compliance with Law.  Each of the Company
and its Subsidiaries (i) is a corporation duly organized, validly existing and
in good standing under the laws of its state or country of incorporation; (ii)
is  duly  qualified  to  do business and is in good standing under the laws of
each  jurisdiction  where its ownership or lease of property or the conduct of
its  business  requires  such qualification (except for jurisdictions in which
such failure to so qualify or to be in good standing would not have a Material
Adverse Effect); (iii) has the requisite corporate power and authority and the
legal  right  to  own,  pledge, mortgage or otherwise encumber and operate its
properties,  to lease the property it operates under lease, and to conduct its
business  as  now,  heretofore  and  proposed  to  be  conducted; (iv) has all
material licenses, permits, consents or approvals from or by, and has made all
material  filings  with,  and  given all material notices to, all Governmental
Authorities  having  jurisdiction,  to the extent required for such ownership,
operation  and conduct (including, without limitation, the consummation of the
Transactions)  (v)  is  in  compliance  with  its  certificate  or articles of
incorporation,  as applicable, and by-laws; and (vi) is in compliance with all
applicable provisions of law where the failure to comply would have a Material
Adverse  Effect.

     5.2.    Executive  Offices.   The current location of the Company's and
each of its Subsidiaries' executive offices and principal place of business is
set  forth  on  Schedule  5.2  hereto.

     5.3.    Subsidiaries.   There currently exist, and upon consummation of
the  Transactions there shall exist, no Subsidiaries of the Company other than
as  set  forth  on  Schedule  5.3  hereto, which sets forth such Subsidiaries,
together  with  their  respective  jurisdictions  of  organization,  and  the
authorized and outstanding capital Stock of each such Subsidiary, by class and
number  and  percentage  of  each  class  legally  owned  by  the Company or a
Subsidiary  of  the Company or any other Person, or to be owned on the Closing
Date.    There  are no options, warrants, rights to purchase or similar rights
covering  capital  Stock  of  any  such  Subsidiary.

     5.4.    Corporate  Power;  Authorization; Enforceable Obligations.  The
execution,  delivery  and performance by the Company of this Agreement and the
Ancillary  Agreements and all instruments and documents to be delivered by the
Company:    (i)  are within the Company's corporate power; (ii) have been duly
authorized  by  all  necessary  or  proper  corporate action; (iii) are not in
contravention  of  any provision of the Company's articles of incorporation or
by-laws;  (iv)  will  not violate any law or regulation, including any and all
Federal  and  state  securities  laws,  or any order or decree of any court or
governmental  instrumentality;  (v)  except as set forth on Schedule 5.4, will
not,  in  any  material  respect,  conflict  with  or  result in the breach or
termination  of,  constitute  a  default  under  or accelerate any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument  to  which  the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries or any of their property is bound
(including,  but  not  limited to, the Financing Documents); and (vi) will not
result  in  the creation or imposition of any Lien upon any of the property of
the  Company or any of its Subsidiaries.  Except as set forth on Schedule 5.4,
no consent, waiver or authorization of, or filing with, any Person (including,
without  limitation,  any Governmental Authority), which has not been obtained
as of the Closing Date is required in connection with the execution, delivery,
performance  by,  or  validity of this Agreement or the Ancillary Agreements. 
All such consents, waivers, authorizations and filings, except as set forth on
Schedule  5.4,  have  been obtained or made.  On or prior to the Closing Date,
each  of  this  Agreement  and  the  Ancillary Agreements shall have been duly
executed  and delivered of the Company and each shall then constitute a legal,
valid and binding obligation of the Company enforceable against the Company in
accordance  with  its  terms, except to the extent that (a) enforcement may be
limited  by  or  subject to the principles of public policy and any bankruptcy
and insolvency, reorganization, moratorium or similar laws now or hereafter in
effect  relating  to  or  limited  to  creditors= rights generally and (b) the
remedy  of  specific  performance  and injunctive and other forms of equitable
relief  are subject to certain equitable defenses and to the discretion of the
court  or  other  similar entity before which any proceeding thereafter may be
brought.

     5.5.  SEC  Documents.   (i) The Company has filed all required reports,
schedules,  forms,  statements and other documents with the SEC (such reports,
schedules,  forms,  statements and other documents are hereinafter referred to
as  the "SEC Documents") or has filed adequate extensions therefor; (ii) as of
their  respective  dates,  the SEC Documents complied with the requirements of
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act,  as the case may be, and the rules and regulations of the SEC promulgated
thereunder  applicable to such SEC Documents, and none of the SEC Documents as
of  such dates contained any untrue statement of a material fact or omitted to
state  a  material fact required to be stated therein or necessary in order to
make  the  statements  therein, in light of the circumstances under which they
were  made, not misleading; and (iii) the consolidated financial statements of
the  Company  included  in the SEC Documents comply with applicable accounting
requirements  and  the published rules and regulations of the SEC with respect
thereto,  have  been  prepared in accordance with GAAP applied on a consistent
basis  during  the  periods  involved  and  fairly  present  the  consolidated
financial  position of the Company and its consolidated subsidiaries as of the
dates  thereof and the consolidated results of their operations and cash flows
for  the  periods  then  ended  (subject,  in  the case of unaudited quarterly
statements,  to  normal  year-end  audit  adjustments).

     5.6.    Absence  of  Certain  Changes  or  Events.  Absence of Certain
Changes  or  Events.    Absence  of  Certain  Changes or Events Absence of
Certain  Changes  or  Events.  Except as disclosed in the SEC Documents filed
and  publicly  available  prior  to the date of this Agreement (the "Filed SEC
Documents")  or  in  Schedule  5.6 attached hereto, since the date of the most
recent  audited  financial statements included in the Filed SEC Documents, the
Company  and  its  subsidiaries  have  conducted  their  business  only in the
ordinary  course,  and  there  has  not been (i) any change which would have a
Material Adverse Effect, (ii) any declaration, setting aside or payment of any
dividend  or  other  distribution  (whether  in  cash, stock or property) with
respect  to  any  of the Company's outstanding capital stock, (iii) any split,
combination or reclassification of any of its outstanding capital stock or any
issuance  or  the  authorization  of  any  issuance of any other securities in
respect  of,  in  lieu  of  or  in  substitution for shares of its outstanding
capital stock, (iv) (x) any granting by the Company or any of its subsidiaries
to  any  executive  officer  or  other  employee  of the Company or any of its
subsidiaries of any increase in compensation, except in the ordinary course of
business  consistent  with  prior practice or as was required under employment
agreements  in  effect  as  of  the  date of the most recent audited financial
statements  included  in  the  Filed  SEC  Documents,  (y) any granting by the
Company  or  any  of  its  subsidiaries to any such executive officer or other
employee  of  any  increase  in  severance  or  termination pay, except in the
ordinary  course of business consistent with prior practice or as was required
under  any employment, severance or termination agreements in effect as of the
date of the most recent audited financial statements included in the Filed SEC
Documents  or (z) any entry by the Company or any of its subsidiaries into any
employment, severance or termination agreement with any such executive officer
or  other  employee  or  (v)  any  change in accounting methods, principles or
practices  by  the Company or any of its subsidiaries materially affecting its
assets,  liability  or business, except insofar as may have been required by a
change  in  generally  accepted  accounting  principles.

     5.7.  Interim Financial Statements; Absence of Undisclosed Liabilities.
 (a)    The Company has delivered to Purchaser a true and complete copy of the
unaudited  balance  sheet  of  the  Company  on  February 28, 1997 and related
statement  of  income  for  the  period  then  ended  (the  "Interim Financial
Statement").   The Interim Financial Statement has been prepared in accordance
with  GAAP consistently applied throughout the period involved, except for the
disclosure  of footnotes.  The balance sheet included in the Interim Financial
Statement  fairly  presents  the  financial  position,  assets and liabilities
(whether  accrued,  absolute,  contingent  or otherwise) of the Company at the
date  indicated,  and  the  statement of income fairly presents the results of
operations  of  the  Company  for the period indicated.  The Interim Financial
Statement  contains  all  adjustments,  which are solely of a normal recurring
nature,  necessary  to  present  fairly  the financial position and results of
operations  for  the period then ended.  To the best knowledge of the Company,
the  draft  unaudited  consolidated  balance sheet and income statement of the
Company  for  the  month  ending February 28, 1997 delivered by the Company at
Closing  pursuant  to  the  Agreement  present  fairly in accordance with GAAP
(subject  to  normal  quarterly  adjustments),  the  consolidated  financial
position,  the  consolidated quarterly results of operations of the Company as
at  the  end  of  such  periods  and  for  the  period  then  ended based upon
management's  review  and  analysis  to  date.

     (b)  Except  for  those  Obligations  disclosed  on the Interim Financial
Statements or set forth in Schedule 5.7, the Company has no Obligations, fixed
or  contingent,  choate  or  inchoate,  in the individual amount of $25,000 or
more.

     5.8.    Projections.    The  financial  projections  delivered  to  the
Purchaser are attached hereto as Schedule 5.8.  No facts to the best knowledge
of  the  Company  exist  which  would  result  in  any   change in any of such
projections.  The projections are based upon good faith estimates derived from
reasonable  expectations  at the time such projections were made, all of which
were  fair  in light of current conditions at the time they were made, reflect
the  assumptions  stated  therein,  and reflect the reasonable estimate of the
Company  of  the results of operations and other information projected therein
on  a  GAAP  basis.

     5.9.    Ownership  of  Property.    (a) Except as disclosed in Schedule
5.9(a),  the  Company  and  its  Subsidiaries  do  not  own any real property.

     (b)    All real property leased by the Company or any of its Subsidiaries
is set forth on Schedule 5.9(b).  Each of such leases is valid and enforceable
in  accordance  with  its  terms and is in full force and effect.  Neither the
Company  nor  the  applicable Subsidiary, to the knowledge of the Company, nor
any  other  party  to any such lease is in material default of its obligations
thereunder  or  has delivered or received any notice of default under any such
lease,  nor  has  any  event  occurred  which,  with the giving of notice, the
passage  of  time  or both, would constitute a material default under any such
lease.

     (c)        The Company has good and marketable title to all of its assets
and  properties  (or  interests  therein),  real  or  personal,  tangible  or
intangible,  that  it  owns  or  leases,  free  and clear of all Liens, except
Permitted  Encumbrances and those set forth in Schedule 5.9(c).  Except as set
forth  in Schedule 5.9(c), the assets and properties of the Company are in a
condition  suitable  and  necessary for its operations and no condition exists
that  interferes  with  the  use  of the Company=s assets or properties in the
ordinary  course  of  business.

     5.10.   No Default.  Neither the Company nor any of its Subsidiaries is
in  default,  nor  to  the  best knowledge of any of the Company or any of its
Subsidiaries  is  any  third  party  in  default, under or with respect to any
contract, agreement, lease or other instrument, including, but not limited to,
the Financing Agreements, to which any of the Company or its Subsidiaries is a
party,  except for any default which (either individually or collectively with
other  defaults  arising  out  of  the  same event or events) would not have a
Material  Adverse  Effect  or  which  has been waived.  No Default or Event of
Default  exists  on  the  date  hereof.

     5.11.    Employment  Matters.    Hours  worked  by and payments made to
employees  of  the  Company or any of its Subsidiaries are not in violation of
the  Fair  Labor  Standards  Act or any other applicable law dealing with such
matters which would have a Material Adverse Effect.  All payments due from the
Company  or  any of its Subsidiaries on account of employee health and welfare
insurance  which  would  have  a Material Adverse Effect if not paid have been
paid or accrued as a liability on the books of the Company or such Subsidiary.

     5.12.   Other Ventures.  Except as set forth in the Filed SEC Documents
or on Schedule 5.12 hereto, neither the Company nor any of its Subsidiaries is
engaged  in  any  joint  venture  or  partnership  with  any  other  Person.

     5.13.    Taxes.    Except  as  set  forth  on Schedule 5.13 hereto, all
Federal, state, local and foreign tax returns, reports and statements required
to be filed (including, for all purposes of this Section 5.13, any filed or to
be  filed on a consolidated, combined or unitary basis with any other company)
by  each of the Company or any of its Subsidiaries have been timely filed with
the  appropriate  Governmental  Authority  and  such  returns,  reports  and
statements were true, correct and complete in all respects to the knowledge of
the  Company.    All Charges and other impositions shown to be due and payable
have  been paid prior to the date on which any fine, penalty, interest or late
charge may be added thereto for nonpayment thereof, or any such fine, penalty,
interest  or late charge has been paid.  Proper and accurate amounts have been
withheld  by  each  of  the Company and its Subsidiaries from their respective
employees for all periods in full and complete compliance with the tax, social
security and unemployment withholding provisions of applicable Federal, state,
local  and  foreign  law  and  such  withholdings have been timely paid to the
respective  Governmental  Authorities.  The Federal income tax returns of each
of  the  Company  and  its  Subsidiaries  have been examined by the IRS or the
period  covered  by  such tax returns has been closed by applicable statute of
limitations, for all periods prior to 1995.  The state income or franchise tax
returns  of each of the Company and its subsidiaries have not been examined by
any  relevant  Governmental  Authority  and  no examinations are noticed or in
process.    Except  as  set  forth  on  Schedule 5.13 hereto, all deficiencies
asserted  as  a result of such examinations or otherwise have been paid, fully
settled  or  adequately  provided  for in the Financials and no issue has been
raised  by  a  Federal,  state, local or foreign Governmental Authority in any
such  examination  which,  by  application  of the same or similar principles,
could  reasonably  be  expected  to  result  in  a proposed deficiency for any
subsequent  taxable  period.    No  other  deficiency for any Charges has been
proposed,  asserted or assessed against any of the Company or its Subsidiaries
by any Federal, state, local or foreign Governmental Authority.  Except as set
forth  on Schedule 5.13 hereto, no Federal, state, local or foreign tax audits
or other administrative proceedings or court proceedings are presently pending
with  regard  to  any  Charges  or  tax  returns  of any of the Company or its
Subsidiaries.    Except  as  described  in  Schedule  5.13 hereto, none of the
Company  or  its  Subsidiaries has executed or filed with the IRS or any other
Governmental  Authority  any  agreement or other document extending, or having
the effect of extending, the period of time within which to file a tax return,
report  or  statement  which  has  not  since  been  filed  or  the period for
assessment  or  collection  of  any  Charges.    None  of  the  Company or its
subsidiaries has agreed or has been requested to or has an application pending
to  make  any  adjustment  under  IRC  Section 481(a) by reason of a change in
accounting  method or otherwise.  Except as set forth on Schedule 5.13 hereto,
neither the Company nor any of its Subsidiaries is a party to, bound by or has
any  obligation  under  any  tax  sharing or similar agreement or arrangement.

     5.14.    ERISA.    (a)    Schedule  5.14  lists all Plans maintained or
contributed  to  by  the  Company or any of its Subsidiaries and all Qualified
Plans  maintained or contributed to by any ERISA Affiliate, and of those plans
listed separately identifies the Title IV Plans, Multiemployer Plans, unfunded
Pension  Plans  and  welfare  plans,  as  defined  in  Section  3(l) of ERISA.

     (b)   Each Qualified Plan has been determined by the IRS to qualify under
Section 401 of the IRC, and the trusts created thereunder have been determined
to  be  exempt from tax under the provisions of Section 501 of the IRC, and to
the  best  knowledge of the Company nothing has occurred which would cause the
loss  of  such  qualification  or  tax-exempt  status.

     (c)    Each  Plan  set  forth  on  Schedule  5.14 is in compliance in all
material  respects  with  the  applicable  provisions  of  ERISA  and the IRC,
including the filing of reports required under the IRC or ERISA which are true
and correct in all material respects as of the date filed, and with respect to
each  Plan,  other  than  a  Qualified  Plan,  all  required contributions and
benefits,  have been paid in accordance with the provisions of each such Plan.

     (d)    None of the Company, its Subsidiaries or any ERISA Affiliate, with
respect  to any Qualified Plan, has failed to make any contribution or pay any
amount  due  as  required by Section 412 of the IRC or Section 302 of ERISA or
the  terms  of  any  such  plan.

     (e)    Except  as  set  forth  on Schedule 5.14, no Title IV Plan has any
Unfunded  Pension  Liability.

     (f)    Except  as  set  forth on Schedule 5.14, with respect to all Plans
which  are  welfare  plans,  as  defined  in  Section 3(1) of ERISA, providing
retiree  benefits the present value of future anticipated expenses pursuant to
the  latest  actuarial  projections  of  liabilities does not exceed $100,000.

     (g)  Except as set forth on Schedule 5.14, with respect to Pension Plans,
other  than  Qualified Plans, the present value of the liabilities for current
participants  thereunder using reasonable interest assumptions does not exceed
$50,000.

     (h)    Except  as  set  forth on Schedule 5.14, there has been no, nor is
there  reasonably  expected  to  occur  any, ERISA Event or event described in
Section  4068  of  ERISA  with  respect  to  any  Title  IV  Plan.

     (i)    Except  as set forth on Schedule 5.14, there are no pending, or to
the  knowledge  of  the Company or any of its Subsidiaries, threatened claims,
actions  or  lawsuits  (other  than claims for benefits in the normal course),
asserted  or instituted against (i) any Plan or its assets, (ii) any fiduciary
with  respect to any Plan or (iii) the Company, any of its Subsidiaries or any
ERISA  Affiliate  with  respect  to  any  Plan.

     (j)    Except  as set forth on Schedule 5.14, none of the Company, any of
its  Subsidiaries or any ERISA Affiliate has incurred or reasonably expects to
incur  any  Withdrawal  Liability  (and  no event has occurred which, with the
giving  of notice under Section 4219 of ERISA, would result in such liability)
under  Section  4201  of ERISA as a result of a complete or partial withdrawal
from  a  Multiemployer  Plan.

     (k)    Except  as set forth in Schedule 5.14, none of the Company, any of
its  Subsidiaries  or  any  ERISA Affiliate has engaged in a transaction which
resulted  or  could  result  in  any  liability  under  Section 4069 of ERISA.

     (l)    Except  as  set forth on Schedule 5.14, no plan which is a welfare
benefit  plan,  as  defined  in Section 3(1) of ERISA, provides for continuing
benefits  or  coverage for any participant or any beneficiary of a participant
after  such participant's termination of employment (except as may be required
by  Section 4980B of the IRC and at the sole expense of the participant or the
beneficiary of the participant) which would result in a liability in an amount
which would have a Material Adverse Effect.  The Company, its Subsidiaries and
each  ERISA  Affiliate have complied with the notice and continuation coverage
requirements  of  Section  4980B  of  the  IRC and the regulations thereunder,
except  where  the  failure to comply would not result in any Material Adverse
Effect.

     (m)    Neither  the  Company nor any of its Subsidiaries has engaged in a
prohibited  transaction,  as defined in Section 4975 of the IRC or Section 406
of  ERISA, in connection with any Plan, which would subject the Company or any
of  its  Subsidiaries (after giving effect to any exemption) to a material tax
on  prohibited  transactions  imposed  by Section 4975 of the IRC or any other
material  liability.

     5.15.   No Litigation.  Except as set forth on Schedule 5.15 hereto, no
material  action,  claim  or proceeding is now pending or, to the knowledge of
the  Company or any of its Subsidiaries, threatened against any of the Company
or  any of its Subsidiaries, at law, in equity or otherwise, before any court,
board,  commission,  agency or instrumentality of any Federal, state, local or
foreign  government  or  of  any  agency or subdivision thereof, or before any
arbitrator  or panel of arbitrators nor to the knowledge of any of the Company
or  any  of  its  Subsidiaries does a state of facts exist which is reasonably
likely  to  give  rise  to  such  proceedings.   None of the matters set forth
therein  questions  the  validity  of  any  of this Agreement or the Ancillary
Documents  or  any action taken or to be taken pursuant thereto, or would have
either  individually  or  in  the  aggregate  a  Material  Adverse  Effect.

     5.16.    Employment  and  Labor  Agreements.    Except  as set forth on
Schedule  5.16  hereto,  there  are  no  employment,  consulting, servicing or
management  agreements with respect to management of the Company or any of its
Subsidiaries  and there are no collective bargaining agreements or other labor
agreements  covering any employees of the Company or any of its Subsidiaries. 
A  true  and  complete  copy  of each such agreement has been furnished to the
Purchaser.

     5.17.    Other  Contracts.    Schedule  5.17 attached hereto lists each
agreement,  contract,  lease,  sublease,  promissory  note  or  evidence  of
indebtedness  (whether written or oral) that involves the payment or potential
payment  by  or  to  the  Company  or any of its Subsidiaries of more than One
Hundred Thousand Dollars ($100,000) or that is otherwise individually material
to  the  business  of  the  Company  or  such  Subsidiary.

     Each  of  the agreements, contracts, commitments, leases, plans and other
instruments,  documents  and undertakings listed in Schedule 5.17 is valid and
enforceable  in  accordance  with  its  terms,  except  to the extent that (a)
enforcement  may  be  limited by or subject to the principles of public policy
and  any bankruptcy and insolvency, reorganization, moratorium or similar laws
now  or  hereafter  in  effect  relating  to  or  limited to creditors' rights
generally  and (b) the remedy of specific performance and injunctive and other
forms of equitable relief are subject to certain equitable defenses and to the
discretion  of  the  court or other similar entity before which any proceeding
therefor  may  be  brought.    To the knowledge of the Company, there does not
exist  any  default  by  any  third  party  to  any  such agreement, contract,
commitment,  lease,  plan  or  other instrument, document or undertaking which
default  would  have  a  Material  Adverse  Effect.

     5.18.    Patents,  Trademarks,  Copyrights  and  Licenses.  Each of the
Company  and  its  Subsidiaries  own  all  material  licenses, patents, patent
applications,  copyrights,  service  marks,  service  mark  applications,
trademarks,  trademark  applications, and trade names necessary to continue to
conduct its business as heretofore conducted, now conducted and proposed to be
conducted,  each of which is listed on Schedule 5.18 hereto.  To the knowledge
of  the  Company,  the  Company  and its Subsidiaries conduct their respective
businesses  without  infringement  or  claim  of  infringement of any license,
patent,  copyright, service mark, trademark, trade name, trade secret or other
intellectual property right of others, except where such infringement or claim
of  infringement  would  not  have  a  Material  Adverse  Effect.  There is no
infringement  or  claim  of  infringement  by  others of any material license,
patent,  copyright, service mark, trademark, trade name, trade secret or other
intellectual  property  right  of  the  Company  or  any  of its Subsidiaries.

     5.19.    Licenses.    Schedule  5.19  attached  hereto lists all of the
jurisdictions  in  which  the  Company  or any of its Subsidiaries hold active
licenses,  permits  or  authorizations to transact business (collectively, the
"Licenses").    Except  as  set forth on Schedule 5.19, no such License is the
subject  of  a  proceeding  for  suspension  or  revocation  or  any  similar
proceedings  and  to  the Company's knowledge no such suspension or revocation
has  been  threatened  by  any  licensing  authority.

     5.20.  Capital Structure of the Company.  The entire authorized capital
stock  of the Company consists solely of 25,000,000 shares of common stock, no
par value, of which 6,022,000 shares are issued and outstanding, and 5,000,000
shares  of  preferred stock, no par value, none of which are outstanding.  All
of the issued and outstanding shares of capital stock of the Company have been
duly  authorized, are not subject to preemptive rights and were issued in full
compliance  with  all  federal,  state and local laws, rules and regulations. 
Except  for  options  to purchase Common Stock and warrants to purchase Common
Stock  as set forth on Schedule 5.20 hereto and the options issuable under the
Company's  Stock Option Plan to purchase 600,000 shares of Common Stock, there
are  no  outstanding  or  authorized  subscriptions, options, warrants, calls,
commitments,  agreements or arrangements of any kind relating to the issuance,
transfer,  delivery or sale of any additional shares of capital stock or other
securities  of  the  Company,  including,  but  not  limited  to, any right of
conversion  or  exchange  under  any  outstanding security, agreement or other
instrument.    None  of the options and warrants to purchase Common Stock will
have  their  vesting  period  accelerated  as  a result of this Agreement, the
Ancillary  Agreements  and  the  transactions  contemplated hereby and thereby
(other  than  any  subsequent  tender  offer by Conseco, Inc.).  Except as set
forth  on  Section  5.20,  there  are  no  authorized  or  outstanding  voting
agreements,  voting  trusts,  proxies,  stockholder  agreements,  rights  to
purchase, transfer restrictions, or other similar arrangements with respect to
any  of  the capital stock of the Company of which the Company has knowledge. 
There  are  no  outstanding or authorized stock appreciation, phantom stock or
similar  rights with respect to the capital stock of the Company.  The Company
has no indebtedness for dividends, interest or other distributions declared or
accumulated  but  unpaid  with  respect  to any securities of the Company.  No
Person  has  a  claim arising out of a violation of any preemptive rights of a
stockholder  of the Company, nor any claim based upon ownership, repurchase or
redemption  of  any  shares  of  the  Company's  capital  stock.

     5.21.  Investment Company Act.  The Company is not, and is not directly
or  indirectly  controlled  by  or  acting  on  behalf of any Person which is,
required  to  register as an "investment company" under the Investment Company
Act  of  1940,  as  amended.

     5.22.    Underwriting  Guidelines.   Each automobile loan originated or
purchased  by  the  Company,  which  is  reflected  on  the balance sheet, was
originated  or  purchased  in  accordance  with  the  Company's  underwriting
guidelines  in  effect  at  that  time  with  such  exceptions  which,  in the
aggregate,  do  not  have  a  Material  Adverse Effect.  The Company's current
underwriting  guidelines  effective  March  5,  1997 are contained in Schedule
5.22.

     5.23.   Broker=s or Finder=s Fee.  No agent, broker, investment
banker,  person  or  firm  acting  on  behalf of or under the authority of the
Company  is  or  will be entitled to any broker=s or finder=s fee or any other
commission  or  similar  fee  directly  or  indirectly  from  the  Company  in
connection  with  any  of  the  transactions  contemplated  by this Agreement.

     5.24.  Disclosure.  The Company has not withheld from the Purchaser any
material  facts  relating  to  the  assets,  properties, operations, financial
condition,  or prospects of the Company.  No representation or warranty of the
Company  in  this  Agreement  or  the  Ancillary  Agreements, and no statement
contained  in  any certificate or other instrument delivered by the Company in
connection  with  the  transactions  contemplated  by  this  Agreement  or the
Ancillary  Agreements  contains  or  will  contain  any  untrue statement of a
material  fact,  or  omits  or will omit to state a material fact necessary in
order  to  make  the  statements  contained  herein or therein not misleading.

VI.    FINANCIAL  STATEMENTS  AND  INFORMATION

     6.1.   Reports and Notices.  The Company covenants and agrees that from
and  after  the Closing Date until such time as no amounts are owing under the
Debentures,  it  shall  deliver  to  the  Purchaser:

     (a)    GAAP  Financial  Statements:

     (i)  As soon as possible and in any event within 45 days after the end of
the  first  three  quarterly fiscal periods of each Fiscal Year commencing the
quarter  ending  June  30, 1997 and within 30 days after the end of each month
commencing  with  May 1997  a copy of the unaudited consolidated balance sheet
of  the  Company  as  of the close of each period and the related consolidated
statements  of  income  and  cash  flows  (with  respect  to  cash flows, on a
quarterly basis only) for the period from the beginning of such fiscal year to
the  end  of  such  period,  all  prepared in accordance with GAAP (subject to
normal  quarterly adjustments) and accompanied by a certification of the chief
financial  officer  of  the  Company  that  all  such financial statements are
complete  and  correct  and present fairly in accordance with GAAP (subject to
normal  quarterly  adjustments)  the  consolidated  financial  position,  the
consolidated results of operations and cash flows of the Company as at the end
of such period and for the period then ended, and a certification of the chief
financial  officer of the Company that there was no Event of Default or to the
best  of  his  knowledge,  an event that with the passage of the grace or cure
periods specified in Section 9.1 hereof would result in an Event of Default in
existence as of such time.  Each such statement shall set forth in comparative
form  the  figures  for the corresponding periods of the preceding fiscal year
and for the corresponding current period reflected in the annual budget of the
Company,  if  any,  and  its Subsidiaries and shall include a brief management
report  discussing  all material variances from budget and recent developments
which  management believes may in the future result in material variances from
its  budget.

     (ii)   Within 45 days after the close of each Fiscal Year commencing with
the  Fiscal  Year ending December 31, 1997, a copy of the respective unaudited
consolidated  financial  statements of the Company, consisting of consolidated
balance sheets and consolidated statements of income and retained earnings and
cash  flows,  as  the  case  may  be,  and  where  applicable setting forth in
comparative form in each case the consolidated figures for the previous fiscal
year,  which  statements shall be prepared in accordance with GAAP (subject to
year  end  adjustments), accompanied by a certification of the chief financial
officer  of  the  Company  that all such financial statements are complete and
correct  and present fairly in accordance with GAAP the consolidated financial
position, the consolidated results of operations and cash flows of the Company
as  at  the end of such year and for the period then ended and a certification
of  the  chief  financial  officer  of  the Company that there was no Event of
Default  or,  to  the best of his knowledge, an event that with the passage of
the  grace  or cure periods specified in Section 9.1 hereof would result in an
Event  of Default in existence as of such time.  Each such statement shall set
forth  in  comparative  form  the figures for the corresponding periods of the
preceding  fiscal  year  and  for  the  corresponding periods reflected in the
annual budget of the Company, if any, and its Subsidiaries and shall include a
brief  management  report  discussing  all  material variances from budget and
recent  developments  which  management  believes  may in the future result in
material  variances  from  its  budget.

     (iii)  Within 90 days after the close of each Fiscal Year commencing with
the  Fiscal  Year  ending  December  31, 1997, a copy of the respective annual
audited  consolidated  financial  statements  of  the  Company,  consisting of
consolidated  balance sheet and consolidated statements of income and retained
earnings  and  cash  flows,  as  the case may be, and where applicable setting
forth  in  comparative  form  in  each  case  the consolidated figures for the
previous  fiscal  year,  which  financial  statements  shall  be  prepared  in
accordance  with  GAAP  (only  with  respect  to  the  consolidated  financial
statements)  without  qualification  by a firm of independent certified public
accountants  of  recognized  national  standing  selected  by the Company with
respect  to  the  financial  statements  of  the Company, and accompanied by a
certification  of  the  chief  financial  officer of the Company that all such
financial statements are complete and correct and present fairly in accordance
with  GAAP  the  consolidated  financial position, the consolidated results of
operations  and  cash  flows of the Company as at the end of such year and for
the  period  then  ended that there was no Event of Default, or to the best of
his  knowledge,  an  event  that with the passage of the grace or cure periods
specified in 9.1 hereof would result in an Event of Default in existence as of
such  time.    Each  such  statement  shall  set forth in comparative form the
figures  for  the corresponding periods of the preceding fiscal year and shall
include  a brief management report discussing all materials variances from its
annual  budget,  if any, and recent developments which management believes may
in  the  future  result  in material variances from its annual budget, if any.

     (b)    SEC  Documents;  Reports;  Notices:

     (i)  Immediately  after the Company's issuance or receipt thereof, copies
of  (v)  the  preliminary prospectus and the effective prospectus contained in
any  registration  statement  filed  with  the SEC or any state securities law
authority;  (x)  any  annual  or  periodic  report filed with the SEC; (y) any
listing  application  filed  with any stock exchange or amendment thereof; and
(z)  each  annual report and all other reports or information, including proxy
solicitations,  which  the  Company shall from time to time send to any of its
shareholders.    In  addition,  except for the 10-K report due April 15, 1997,
draft copies of any such reports to be filed by the Company shall be submitted
to the Purchaser for review and approval at least five (5) days before filing.

     (ii)  Within thirty (30) days after month end commencing May 1997, a copy
of  the  Management  Report  summarizing  the operations of the Company in all
material  respects.

     (iii)  Upon request, a copy of weekly origination and delinquency reports
and such otherother reports otherwise prepared for the Company's internal use.

     (iv)    Within  two  Business  Days,  a  copy of all other information or
notices  delivered  to  the  Company's  Senior  Indebtedness.

     (c)    As soon as practicable, but in any event within two  Business Days
after  the  Company  becomes  aware  of the existence of any Event of Default,
telephonic  or  telegraphic  notice  specifying  the  nature  of such Event of
Default  or development or information, including the expected effect thereof,
which notice shall be promptly confirmed in writing within five Business Days.

     (d)      Budgets.  On or before June 1, 1997, the Company shall prepare
and  present  to  the  Purchaser budgets for the quarters ending September 30,
1997  and  December  31,  1997.    On  or before November 15 of each year, the
Company  shall  prepare and present to the Purchaser quarterly budgets for the
following  fiscal  year.

     6.2.    Certificates;  Other  Information.    The Company covenants and
agrees  that  it  shall  deliver:

     (a)  to  the  Purchaser, (x) not later than thirty (30) days prior to the
end  of  each  Fiscal Year of the Company commencing with December 31, 1997, a
copy of the preliminary projections of the Company and its Subsidiaries of (i)
the  monthly  operating  budget including, but not limited to, balance sheets,
statements  of cash flow, statements of income, a detailed listing of material
assumptions  made  in  preparing such budget, cost budgets by department and a
detail  of  receivable  composition,  and  (ii)  new  business  plans,  such
projections  and  business  plan  to  be acceptable to the Purchaser and to be
accompanied  by a certificate of the chief financial officer of the Company to
the  effect  that  such  projections  have been prepared on the basis of sound
financial  planning  and  that  such  projections  are  based  upon reasonable
estimates and assumptions (which estimates and assumptions shall be acceptable
to  the Purchaser), all of which are fair in light of current conditions, have
been  prepared on the basis of the assumptions stated therein, and reflect the
reasonable  estimate  of  the  Company  of the results of operations and other
information projected therein and (y) not later than January 31 of each Fiscal
Year  a  final form of the projections delivered pursuant to Section 6.2(a)(x)
hereof  or a letter from the chief financial officer of the Company certifying
that  the  projections delivered pursuant to Section 6.2(a)(x) hereof shall be
treated  as the final projections for such Fiscal Year and have been presented
to  the  Board;

     (b)    to  the  Purchaser,  immediately,  notice  of actual or threatened
suspension,  termination  or revocation of any material License of the Company
or  any  of  its  Subsidiaries  by  any  Governmental  Authority;  and

     (c)    such  other  information  respecting  the  Company's or any of its
Subsidiaries'  business,  prospects or financial condition or prospects as the
Purchaser  may,  from  time  to  time,  reasonably  request.


VII.    AFFIRMATIVE  COVENANTS

     The  Company  covenants  and  agrees  that,  unless  the  Purchaser shall
otherwise  consent  in  writing,  from  and after the date hereof and until no
amounts  are  owing  under  the  Debentures:

     7.1.    Maintenance  of Existence and Conduct of Business.  The Company
shall  and  shall cause each of its Subsidiaries to (a) do or cause to be done
all  things  necessary  to  preserve  and  keep  in  full force and effect its
corporate  existence,  including,  without limitation, all Licenses or similar
qualifications  required  by  them  to  engage  in  their  business  in  all
jurisdictions  in  which  they  are  at  the  time so engaged; (b) continue to
conduct  its business substantially as now conducted or as otherwise permitted
hereunder;  and  (c)  at  all  times maintain, preserve and protect all of its
trademarks  and  tradenames  (if  any),  and preserve all the remainder of its
material  property,  in  use or useful in the conduct of its business and keep
the  same  in  good  repair,  working  order  and  condition  (taking  into
consideration  ordinary wear and tear) and from time to time make, or cause to
be  made,  all  needful  and  proper  repairs,  renewals  and  replacements,
betterments  and  improvements  thereto consistent with industry practices, so
that  the  business  carried  on  in  connection therewith may be properly and
advantageously  conducted at all times.  The Company shall give written notice
to the Purchaser prior to the Company's or any of its Subsidiaries' ceasing to
conduct  business  in  any  country  or  state.

     7.2.  Payment of Obligations.  (a) Subject to subsection (b) below, the
Company shall and shall cause each of its Subsidiaries to pay and discharge or
cause  to  be  paid  and  discharged all its Indebtedness, as and when due and
payable  (including  any  applicable  grace  period).

     (b)  Notwithstanding  subsection  (a)  above,  the  Company  and  its
Subsidiaries shall not be required to pay Indebtedness so long as (i) it is in
good  faith  and  by  appropriate  proceedings  diligently  contesting  such
Indebtedness, (ii) any reserve required by GAAP shall have been made therefor,
and  (iii)  the contest will not result in the forfeiture or loss of any asset
or  property  of  the  Company  or  its  Subsidiaries  other  than cash or its
equivalent.

     7.3.  Books and Records.  The Company shall and shall cause each of its
Subsidiaries to keep adequate records and books of account with respect to its
business  activities,  in  which  proper  entries,  reflecting  all  of  their
financial  transactions,  are  made  in  accordance  with  GAAP and on a basis
consistent  with  the  Financials.

     7.4.    Litigation.  The Company shall notify the Purchaser in writing,
promptly  upon  learning thereof, of any material litigation or administrative
proceeding  commenced  or  threatened  against  the  Company  or  any  of  its
Subsidiaries.
7.5.    Insurance.    Schedule  7.5  lists  in  summary  form  all insurance
maintained  by  the Company and its Subsidiaries.  The Company shall and shall
cause  each  of  its Subsidiaries to continue to maintain such insurance.  The
Company  shall  and  shall cause each of its Subsidiaries to pay all insurance
premiums  payable  by  them.

     7.6.    Compliance with Law.  The Company shall and shall cause each of
its  Subsidiaries  to  comply  with  all  Federal,  state  and  local laws and
regulations  applicable  to  it,  including,  without limitation, ERISA, those
regarding  the  collection,  payment  and  deposit  of  employees'  income,
unemployment  and  social  security  taxes  and those relating to insurance or
environmental  matters,  where  the  failure  to  comply would have a Material
Adverse  Effect.

     7.7.    Agreements.    The  Company  shall  and shall cause each of its
Subsidiaries to perform, within all required time periods (after giving effect
to  any  applicable  grace periods), all of its obligations and enforce all of
its  rights under each material agreement to which it is a party.  The Company
shall  not and shall cause each of its Subsidiaries not to terminate or modify
in  any  manner  adverse  to any such party any provision of any such material
agreement  to  which  it is a party except in the ordinary course of business,
consistent  with  past  practice.

     7.8.    Employee Plans.  (a) With respect to other than a Multiemployer
Plan,  for each Qualified Plan hereafter adopted or maintained by the Company,
any  of  its  Subsidiaries or any ERISA Affiliate, the Company shall (i) be in
possession  of,  or  cause  its  Subsidiaries  or  ERISA  Affiliates  to be in
possession  of,  determination  letters  from  the IRS to the effect that such
Qualified  Plan  is qualified within the meaning of Section 401(a) of the IRC;
and  (ii)  from  and after the adoption of any such Qualified Plan, cause such
plan to be qualified within the meaning of Section 401(a) of the IRC and to be
administered  in  all material respects in accordance with the requirements of
ERISA  and  Section  401(a)  of  the  IRC.

     (b)    With  respect  to each welfare benefit plan, as defined in Section
3(1)  of  ERISA,  hereafter  adopted  or maintained by the Company, any of its
Subsidiaries or any ERISA Affiliate, the Company shall comply, in all material
respects,  or  cause  its  Subsidiaries  or ERISA Affiliates to comply, in all
material  respects  with  the notice and continuation coverage requirements of
Section  4980B  of  the  IRC  and  the  regulations  thereunder.

     (c)    (i)    Promptly and in any event within thirty (30) days after the
Company, any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know  that  any  ERISA  Event has occurred, and (ii) promptly and in any event
within  ten  (10) days after the Company, any of its Subsidiaries or any ERISA
Affiliate  knows  or  has  reason to know that a request for a minimum funding
waiver  under  Section  412  of  the  IRC  has  been filed with respect to any
Qualified Plan, the Company shall furnish to the Purchaser a written statement
of  the  chief  financial  officer or other appropriate officer of the Company
describing  such  ERISA  Event or waiver request and the action, if any, which
the  Company,  any of its Subsidiaries or any ERISA Affiliate proposes to take
with  respect  thereto and a copy of any notice filed with the PBGC or the IRS
pertaining  thereto.

     (d)    Promptly and in any event within thirty (30) days after the filing
thereof  by  the  Company, any of its Subsidiaries or any ERISA Affiliate, the
Company shall furnish to the Purchaser a copy of each annual report (Form 5500
Series,  including  Schedule B thereto) with respect to each Pension Plan, and
upon  request  by  the  Purchaser,  with  respect  to  any  other  Plan.

     (e)    Promptly  and  in  any event within thirty (30) days after receipt
thereof,  the  Company  shall  furnish  to the Purchaser a copy of any adverse
notice,  determination  letter,  ruling  or  opinion  the  Company, any of its
Subsidiaries  or  any  ERISA Affiliate received from the PBGC, DOL or IRS with
respect  to  any  Qualified  Plan.

     (f)    Promptly  and  in  any  event  within ten (10) Business Days after
receipt  thereof,  the  Company  shall  furnish to the Purchaser a copy of any
correspondence  the  Company,  any  of its Subsidiaries or any ERISA Affiliate
receives from the plan sponsor (as defined by Section 4001(a)(10) of ERISA) of
any  Multiemployer  Plan  concerning  potential  withdrawal  liability  of the
Company,  any  of  its  Subsidiaries  or any ERISA Affiliate, or notice of any
reorganization,  with  respect  to  any  Multiemployer  Plan,  together with a
written  statement of the chief financial officer or other appropriate officer
of the Company of the action which the Company, any of its Subsidiaries or any
ERISA  Affiliate  proposes  to  take  with  respect  thereto.

     (g)  Promptly and in any event within thirty (30) Business Days after the
adoption thereof, the Company shall furnish to the Purchaser notice of (i) any
amendment  to  a Title IV Plan which results in an increase in benefits or the
adoption  of  any new Title IV Plan, (ii) any amendment to a, or adoption of a
new,  welfare  benefit  plan,  as  defined in Section 3(1) of ERISA, which the
Company or any of its Subsidiaries maintains, contributes or has an obligation
to contribute to, and which results in an increase in benefits for retirees or
new  benefits  for  retirees,  and (iii) any amendment to terminate a Title IV
Plan  or  treatment of a plan amendment as a termination under Section 4041 of
ERISA.

     (h)    Promptly  and  in  any  event  after  receipt of written notice of
commencement thereof, the Company shall furnish to the Purchaser notice of any
action,  suit  or  proceeding before any court or other governmental authority
affecting  the  Company,  any  of its Subsidiaries or any ERISA Affiliate with
respect  to  any  Plan,  except  those  which,  in the aggregate, if adversely
determined  could  not  have  a  Material  Adverse  Effect.

     (i)    Promptly  and in any event within thirty (30) days after notice or
knowledge  thereof, the Company shall furnish to the Purchaser notice that the
Company  or  any  of  its  Subsidiaries, has become or may become subject to a
material  tax  on  prohibited transactions imposed by Section 4975 of the IRC,
together  with  a  copy  of  Form  5330.

     7.9.    Access.    (a)    The Company shall and shall cause each of its
Subsidiaries  to allow the Purchaser and any of its officers, employees and/or
agents,  upon  reasonable  notice  (unless  a  Default or Event of Default has
occurred  and  is  continuing,  in  which  case  no notice shall be required),
exercisable  as  frequently  as  the  Purchaser  (or  representative  thereof)
reasonably  determines  to be appropriate, during normal business hours (or at
such  other  times  as  may  reasonably  be  requested  by  the  Purchaser  or
representative),  to  inspect  the properties and facilities of the Company or
any  of  its Subsidiaries and, at its own expense,  to inspect, audit and make
extracts  from all of the Company's or any of its Subsidiaries' records, files
and  books  of  account.  The Company shall obtain and deliver any document or
instrument  reasonably necessary for the Purchaser (or representative), as any
of  them  may  reasonably  request,  to obtain records from any service bureau
maintaining  records  for  the  Company  or  any  of  its  Subsidiaries as the
Purchaser  may  reasonably request.  The Company shall also maintain duplicate
computer  tapes  and  discs  owned  by the Company or any of its Subsidiaries.

     (b)    The  Purchaser (or representative) shall use reasonable efforts to
keep  confidential  any  non-public  information  obtained  pursuant  to  this
Agreement  except (i) as may be required in connection with the administration
of  matters  relating to this Agreement, (ii) as may be required in connection
with the enforcement of any rights of the Purchaser pursuant to this Agreement
or  any  of the Ancillary Agreements, or (iii) as may otherwise be required by
law.   The Purchaser shall endeavor to give the Company not less than ten (10)
days prior written notice of any disclosure of non-public information pursuant
to  this  subparagraph.

     7.10.  Board Representation; Board Observer.  The Company shall use its
best  efforts  to  cause  and  maintain  the election to the Board the Conseco
Directors.    In  the  event that any Conseco Director is unable to attend any
meeting  of the Board of Directors of the Company, the Company will permit any
authorized  representative  of  the Purchaser to attend any such meeting as an
observer.

VIII.    NEGATIVE  COVENANTS

     The  Company  covenants  and  agrees  that, without the Purchaser=s prior
written consent, from and after the date hereof and until no amounts are owing
under  the  Debentures:

     8.1.    Mergers,  Etc.  Neither the Company nor any Subsidiary thereof,
shall  directly  or  indirectly, by operation of law or otherwise, merge with,
consolidate  with,  acquire  all or substantially all of the assets or capital
stock  of,  or  otherwise  combine  with,  any  Person  or form or acquire any
Subsidiary.

     8.2    Amendment of Certificate of Incorporation.  The Company and each
of  its  Subsidiaries shall not amend their respective articles or certificate
of  incorporation  or  organization  without  the consent of the Board and the
Conseco  Directors  and  shall  not  amend  their  certificate  or articles of
incorporation or by-laws in any manner which would adversely affect the rights
of  the  Purchaser.

     8.3.    Investments; Loans and Advances.  (a) Except in connection with
its  purchases  and originations of sub-prime automobile loans and leases, the
Company  shall  not  and  shall not permit any of its Subsidiaries to make any
investment  in,  or  make or accrue loans or advances of money to, any Person,
through the direct or indirect holding of securities or otherwise; provided,
however,  that the Company and its Subsidiaries may make and own investments
in  (i)  marketable direct obligations issued or unconditionally guaranteed by
the United States of America or any agency thereof maturing within thirty days
from  the  date of acquisition thereof; (ii) commercial paper maturing no more
than  thirty  days  from the date of creation thereof and at the time of their
acquisition having the highest rating obtainable from either Standard & Poor's
Corporation  or  Moody's  Investors  Service,  Inc.; and (iii) certificates of
deposit,  maturing no more than thirty days from the date of creation thereof,
issued by commercial banks incorporated under the laws of the United States of
America, each having at the time of the acquisition of any such certificate of
deposit  combined  capital,  surplus  and  undivided  profits of not less than
$200,000,000  and  a rating of "A" or better by a nationally recognized rating
agency.


     8.4.    Indebtedness.   Except as otherwise expressly permitted by this
Section 8.4 or upon approval of the Company's Board of Directors including all
of  the  Conseco  Directors, the Company shall not, nor shall it permit any of
its  Subsidiaries  to,  create,  incur,  assume  or  permit  to  exist  any
Indebtedness,  whether  recourse  or  nonrecourse,  and whether superior, pari
passu  or junior, except (i) Senior Indebtedness;  (ii) the Algood Debentures;
(iii)  deferred Charges; (iv) unfunded pension fund and other employee benefit
plan  obligations and liabilities but only to the extent they are permitted to
remain  unfunded under applicable law; and (v) Capital Leases having aggregate
obligations  not  in  excess  of  $100,000.

     8.5.    Employee  Loans.   Except automobile loans or leases and travel
advances  entered into in the ordinary course of business consistent with past
practice,  the  Company shall not and shall not permit any of its Subsidiaries
to  make or accrue any loans or other advances of money to any employee of the
Company  or  any  such  Subsidiary.

     8.6.   Transactions with Affiliates.  (a) The Company shall not, except
as  provided  in  Schedule  8.6 or as disclosed in the SEC Filed Documents and
except  for  compensation  arrangements  entered  into with the consent of the
Conseco Directors, and shall not permit any of its Subsidiaries to, enter into
or  be a party to any transaction with any Affiliates of the Company except in
the  ordinary  course  of  and  pursuant to the reasonable requirements of the
Company's  or  such  Subsidiary's  business and upon fair and reasonable terms
that  are  no  less  favorable to the Company or such Subsidiary than would be
obtained  at  the  time  of  such  transaction  in  a  comparable arm's-length
transaction  with  a Person not an Affiliate of the Company or such Subsidiary
and  in  any event only if such transaction is effected in accordance with all
applicable  laws  and  regulations  and  except  for  previously  approved
transactions  with  Algood  Chevrolet  Olds  and Pontiac, Inc. and Algood Body
Shop,  Inc.,  is  not in an amount in excess of $100,000 or is approved by the
Board  and the Conseco Directors.  The agreements referred to in Schedule 8.6,
if  any, shall not be amended, assigned (by either party thereto), extended or
terminated by the Company or any of its Subsidiaries, nor shall they grant any
waivers  thereunder,  without  the  consent  of  the  Purchaser.

     8.7.    Liens.    The Company shall not and shall not permit any of its
Subsidiaries  to  create or permit any Lien on any of its properties or assets
which  would  have  a  Material  Adverse Effect except Permitted Encumbrances.

     8.8.  Capital Expenditures.  The Company shall not and shall not permit
any  of  its Subsidiaries to make Capital Expenditures that, in the aggregate,
exceed  the  amounts of such expenditures provided for in the business plan or
projections  of  the  Company  for  any  Fiscal  Year, or individually, exceed
$50,000,  which are not approved by the Board or otherwise approved in advance
in  writing  by  the  Purchaser.

     8.9.   Sales of Assets.  The Company shall not and shall not permit any
of  its  Subsidiaries to sell, transfer, or otherwise dispose of any assets or
properties;  provided,  however, that the foregoing shall not prohibit (i)
the  sale  of  assets in the ordinary course of business, consistent with past
practice;  (ii)  the  sale  of surplus or obsolete equipment and fixtures; and
(iii)  transfers  resulting  from  any  casualty  or condemnation of assets or
properties.

     8.10.    Cancellation of Indebtedness.  The Company shall not and shall
not  permit  any  of its Subsidiaries to cancel any claim or debt owing to it,
except  for  reasonable  consideration and in the ordinary course of business,
consistent  with  past  practice.

     8.11.  ERISA.  The Company shall not, directly or indirectly, and shall
not  permit  its Subsidiaries or any ERISA Affiliate to directly or indirectly
by  reason  of  an amendment or amendments to, or the adoption of, one or more
Title  IV  Plans,  permit  the  present  value  of all benefit liabilities, as
defined  in Title IV of ERISA (using the actuarial assumptions utilized by the
PBGC  upon  termination  of a plan), to exceed the fair market value of assets
allocable  to  such  benefits,  all determined as of the most recent valuation
date  for  each such Title IV Plan, by more than $100,000, or to increase such
benefit  liabilities  to  the extent security must be provided to any Title IV
Plan  under Section 401(a)(29) of the IRC.  Neither the Company nor any of its
Subsidiaries  shall  establish  or become obligated to any new welfare benefit
plan,  as  defined  in  Section  3(1) of ERISA, or modify any existing welfare
benefit  plan, for retirees, which would result in the present value of future
liabilities under any such plans to increase by more than $100,000.  Except as
set  forth  on  Schedule 5.14, neither the Company nor any of its Subsidiaries
shall  establish  or  become obligated to any new unfunded Pension Plan, which
would  result  in the present value of future liabilities under any such plans
to  increase  by  more  than  $100,000.

     8.12.    Tax  Sharing.    The Company shall not make any tax sharing or
similar  payment to any Affiliate in excess of:  (a) its separate state, local
and/or  foreign  income  tax  liability;  plus  (b)  its pro rata share of the
consolidated  Federal  income  tax liability as determined under Treas. Reg. '
1.1552-1(a)(1);  plus  (c) its pro rata share of any consolidated, combined or
unitary  state,  local  and/or  foreign income tax computed similarly as under
subparagraph  (b).

IX.    EVENTS  OF  DEFAULT;  RIGHTS  AND  REMEDIES

     9.1.    Events  of  Default.   The occurrence of any one or more of the
following  events  (regardless  of  the  reason  therefor) shall constitute an
"Event  of Default" hereunder until no amounts are owing under the Debentures:

     (a)  The Company shall fail or neglect to perform, keep or observe any of
the provisions of Sections 7 or 8 of this Agreement  and the same shall remain
unremedied  for  a  period ending on the first to occur of ten (10) days after
the  Company  shall  receive  written  notice  of  any  such  failure from the
Purchaser or fifteen (15) days after the Company shall have knowledge thereof.

     (b)    The  Company shall fail or neglect to perform, keep or observe any
other  provision of this Agreement or of any of the other Ancillary Agreements
and the same shall remain unremedied for a period ending on the first to occur
of thirty (30) days after the Company shall receive written notice of any such
failure  from  the  Purchaser or thirty (30) days after the Company shall have
knowledge  thereof.

     (c)    A  default  shall  occur  under  any  other agreement, document or
instrument  to  which  the  Company or any Subsidiary thereof is a party or by
which  the  Company  or  such  Subsidiary  or  any  of  the  Company's or such
Subsidiary's  property  is bound, and such default (i) involves the failure to
make any payment (whether of principal, interest or otherwise) due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) in
respect  of any Indebtedness of the Company or such Subsidiary in an aggregate
amount  exceeding  $100,000,  or  (ii)  causes  (or permits any holder of such
Indebtedness  of a trustee to cause) such Indebtedness or a portion thereof in
an  aggregate  amount  exceeding  $100,000,  to become due prior to its stated
maturity  or  prior  to  its  regularly  scheduled  dates  of  payment.

     (d)    Any  representation or warranty herein or in this Agreement or any
Ancillary  Agreement  or  in any written statement pursuant thereto or hereto,
report,  financial statement or certificate made or delivered to the Purchaser
by  the Company or any of its Subsidiaries shall be untrue or incorrect in any
material respects, as of the date when made or deemed made, and the same shall
remain  unremedied  for a period ending on the first to occur of ten (10) days
after  the  Company  shall receive written notice of any such failure from the
Purchaser or fifteen (15) days after the Company shall have knowledge thereof.

     (e)    The  Company  shall fail to make any principal or interest payment
with respect to any Senior Indebtedness when the same shall be due and payable
(including any applicable grace period), or any maturity date under the Senior
Indebtedness  is  accelerated.

     (f)  Any of the material assets of the Company or any of its Subsidiaries
thereof  shall  be  attached,  seized,  levied  upon  or  subject to a writ or
distress  warrant,  or  come  within  the possession of any receiver, trustee,
custodian  or  assignee  for the benefit of creditors of the Company or any of
its  Subsidiaries  and  shall  remain  unstayed or undismissed for thirty (30)
consecutive  days;  or  any  Person  other than the Company or such Subsidiary
shall apply for the appointment of a receiver, trustee or custodian for any of
the assets of the Company or such Subsidiary and such application shall remain
unstayed  or  undismissed  for thirty (30) consecutive days; or the Company or
such  Subsidiary shall have concealed, removed or permitted to be concealed or
removed, any part of its property, with intent to hinder, delay or defraud its
creditors or any of them or made or suffered a transfer of any of its property
or  the  incurring  of  an  obligation  which  may  be  fraudulent  under  any
bankruptcy,  fraudulent  conveyance  or  other  similar  law.

     (g)    A case or proceeding shall have been commenced against the Company
or  any of its Subsidiaries in a court having competent jurisdiction seeking a
decree  or  order in respect of the Company or such Subsidiary (i) under title
11  of the United States Code, as now constituted or hereafter amended, or any
other  applicable  federal,  state or foreign bankruptcy or other similar law;
(ii)  appointing  a  custodian,  receiver,  liquidator,  assignee,  trustee or
sequestrator (or similar official) of the Company or such Subsidiary or of any
substantial  part of its or their properties; or (iii) ordering the winding-up
or  liquidation of the affairs of the Company or such Subsidiary and such case
or  proceeding shall remain undismissed or unstayed for sixty (60) consecutive
days or such court shall enter a decree or order granting the relief sought in
such  case  or  proceeding.

     (h)    The  Company  or any of its Subsidiaries shall (i) file a petition
seeking relief under title 11 of the United States Code, as now constituted or
hereafter  amended,  or  any  other  applicable  federal,  state  or  foreign
bankruptcy  or  other  similar  law;  (ii)  consent  to  the  institution  of
proceedings  thereunder  or  to  the  filing  of  any  such petition or to the
appointment  of  or  taking  possession  by a custodian, receiver, liquidator,
assignee, trustee or sequestrator (or similar official) of the Company or such
Subsidiary  or of any substantial part of its properties; (iii) fail generally
to  pay  its debts as such debts become due; or (iv) take any corporate action
in  furtherance  of  any  such  action.

     (i)    Final  judgment or judgments (after the expiration of all times to
appeal  therefrom)  for  the  payment  of  money  in excess of $100,000 in the
aggregate shall be rendered against the Company or any of its Subsidiaries and
the  same  shall  not  be  (i)  fully  covered by insurance in accordance with
Section  7.5 hereof, or (ii) vacated, stayed, bonded, paid or discharged for a
period  of  thirty  (30)  days.

     (j)  Any other event shall have occurred and be continuing, including the
revocation of any License or other material suspension of the authority of the
Company  to  conduct  its business, which would have a Material Adverse Effect
and  the  Purchaser  shall  have  given the Company at least thirty (30) days'
notice  thereof.

     (k)    With  respect to any Plan, (i) a prohibited transaction within the
meaning of Section 4975 of the IRC or Section 406 of ERISA occurs which in the
reasonable  determination  of the Purchaser could result in direct or indirect
liability  to the Company or any of its Subsidiaries, (ii) with respect to any
Title  IV  Plan, the filing of a notice to voluntarily terminate any such plan
in  a  distress termination, (iii) with respect to any Multiemployer Plan, the
Company,  any  of  its  Subsidiaries  or  any  ERISA Affiliate shall incur any
Withdrawal  Liability,  (iv)  with respect to any Qualified Plan, the Company,
any  of  its  Subsidiaries  or  any ERISA Affiliate shall incur an accumulated
funding  deficiency  or  request  a  funding  waiver from the IRS, or (v) with
respect  to  any  Title IV Plan or Multiemployer Plan which has an ERISA Event
not  described  in clauses (ii) - (iv) hereof, in the reasonable determination
of  the Purchaser there is a reasonable likelihood for termination of any such
plan by the PBGC; provided, however, that the events listed in clauses (i)
-  (v)  hereof  shall  constitute  Events  of  Default  only if the liability,
deficiency  or  waiver  request of the Company, any of its Subsidiaries or any
ERISA  Affiliate,  whether  or  not assessed, exceeds $50,000, in any case set
forth  in (i) through (v) above, or exceeds $100,000, in the aggregate for all
such  cases.

     9.2.  Remedies.  If any Event of Default specified in Section 9.1 shall
have occurred and be continuing, the Purchaser shall have the right to require
full  payment  of  the  principal  amount  of the Debentures together with all
accrued  and  unpaid  interest.

X.    TRIGGERING  EVENT

10.1.    Events.  The following event shall be considered a triggering event
under  this  Agreement  ("Triggering  Event"):

  Upon  the  earlier  of  the  optional  conversion  or  maturity  date of the
Debentures,  the  Company fails  or refuses to register shares of Common Stock
issued  or  issuable  to the Purchaser pursuant to the terms and provisions of
the  Registration  Rights  Agreement.

     10.2.    Payment  Acceleration.    From  and  after the occurrence of a
Triggering  Event,  the Purchaser shall be entitled to accelerate the maturity
date of the Debentures and to receive immediate payment in full of all amounts
owing  thereunder.

     10.3.    Redemption.      From and after the occurrence of a Triggering
Event,  the  Purchaser  shall  be  entitled to cause the Company to redeem the
Debentures  in  such  amount as may be specified by the Purchaser in a request
delivered  to  the Company by the Purchaser, and the Company shall redeem such
Debentures,  by  paying  to  the  holder thereof an amount equal to the market
value  of  the  greatest  number  of  shares  of  Common  Stock into which the
Debentures are convertible.  The market value and the maximum number of shares
of  Common Stock into which the Debentures are convertible shall be determined
using  the  higher  of  the average of the closing prices of a share of Common
Stock, as reported by the principal stock exchange upon which shares of Common
Stock  are  traded, for the 20 trading days prior to (i) the day of the public
announcement of a Triggering Event or (ii) the day of the event giving rise to
the to the Triggering Event.  If the Common Stock is not listed for trading on
a  nationally  recognized  stock  exchange  or on the NASDAQ System on the day
before  the Triggering Event, for purposes of determining the number of shares
of  Common Stock issuable upon conversion of the Debentures and the redemption
price provided for in this Section 10.3, the market value of a share of Common
Stock shall be determined by a recognized appraisal or investment banking firm
selected  by  the  Board.

     10.4.    Funds  Unavailable.    If  sufficient  funds  are  not legally
available  for repayment of all of the Debentures under Section 10.2 hereof or
payment  of  the  redemption  amount  under  Section 10.3 hereof following the
occurrence  of  a Triggering Event, the Company and its Subsidiaries will take
all  lawful action necessary to enable the Company to make such payment to the
fullest  extent  possible,  including  without  limitation,  (i)  the  sale of
additional  equity  securities, (ii) any necessary action under applicable law
to  reduce  the  Company's  surplus  or  other  funds legally available, (iii)
additional  borrowing  by,  or a refinancing of, the Company, (iv) asset sales
and  (v)  a sale of the Company or Subsidiaries to a third party.  The Company
will  retain,  at the Company's expense and with the consent of the Purchaser,
an investment banking firm to assist the Company in taking the action referred
to  in  the preceding sentence; such investment banking firm shall provide its
service  to the Company under the direction of a committee which will have two
members,  one  of  whom  will be a representative of the Company and the other
will be a representative of the Purchaser. Except as provided in the following
paragraph,  the  foregoing  shall  not preclude the holders of Debentures from
availing themselves of any other remedy available at law or equity at any time
to  collect  amounts  due  and  payable  to  them  by  the  Company.

     10.5.  Notice.  When a Triggering Event has occurred, the Company shall
immediately  give  written notice thereof to the Purchaser.  The Company shall
also  promptly notify the Purchaser of any event which could reasonably become
a  Triggering  Event  with  the  lapse  of  time  or  otherwise promptly after
obtaining  knowledge  thereof.

XI.    RIGHT  OF  FIRST  REFUSAL

     Until  such  time  as no amounts are owing under the Debentures, upon any
offer,  sale  or  issuance,  for  cash  or  other  property,  of  subordinated
indebtedness  of  the  Company,  then  the  Purchaser  shall have the right to
subscribe  to  and  purchase  such  notes  and  evidences  of  subordinated
indebtedness  (the  "New Indebtedness") at a price and on such other terms and
conditions  as  are no less favorable to the Purchaser than those on which the
New  Indebtedness  will  be  offered,  sold  or  issued to other persons.  The
Purchaser  shall  have  the  option  to purchase up to such portion of the New
Indebtedness  as  shall be equal to the Purchaser's pro rata investment in the
Company  of  the  entire  amount  of  investments  made  in the Company by the
Purchaser  at  such  date.    The  Company  shall  give  written notice to the
Purchaser  of  any  and each opportunity for exercise of its rights under this
Article XI, setting forth the price of such New Indebtedness and the amount of
such  New Indebtedness that the Purchaser is entitled to purchase. Such notice
shall  be  delivered to the Purchaser at the address then shown in the records
of the Company, and the Purchaser may exercise its rights to purchase such New
Indebtedness  by  written  notice  thereof  delivered  to  the  Company at its
principal  office  not later than 10 business days following the date on which
notice  of  such  rights  was  received  by  the  Purchaser.  In the event the
Purchaser  does  not elect to purchase the offered New Indebtedness, any other
Affiliate  of the Purchaser that is a wholly owned subsidiary of Conseco, Inc.
shall  be given notice thereof and shall have five business days thereafter to
elect  to  purchase  such  unpurchased  allotment.
XII.    SECURITIES  LAW  MATTERS

     Each  certificate  or instrument representing the Securities shall bear a
legend  substantially  in  the  following  form:

"THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE HAVE BEEN ACQUIRED BY THE
HOLDER PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED APRIL 11, 1997 BY AND
BETWEEN  GENERAL  ACCEPTANCE  CORPORATION  AND CAPITOL AMERICAN LIFE INSURANCE
COMPANY,  AND  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  ("THE  ACT"),  OR  ANY  APPLICABLE  STATE  SECURITIES  LAWS.    THESE
SECURITIES  MAY  NOT  BE  SOLD,  TRANSFERRED  OR  OTHERWISE DISPOSED OF IN THE
ABSENCE  OF REGISTRATION, UNDER THE ACT, BASED ON AN OPINION LETTER OF COUNSEL
REASONABLE  SATISFACTORY  TO  THE  COMPANY  OR  A  NO-ACTION  LETTER  FROM THE
SECURITIES  AND  EXCHANGE  COMMISSION."

XIII.    MISCELLANEOUS

     13.1.    Press  Releases.    Except  as required by applicable law, the
Purchaser  and  the Company will not give notice to third parties or otherwise
make  any  public  statement  or  releases  concerning  this  Agreement or the
transactions  contemplated hereby except for such written information as shall
have been approved in writing as to form and content by the other party, which
approval  shall  not  be  unreasonably  withheld.

     13.2.    Expenses.  The Company will pay its own costs and expenses and
the  costs  and  expenses of the Purchaser incident to preparing for, entering
into  and carrying out this Agreement and the consummation of the transactions
contemplated  hereby.

     13.3.    Indemnification.      (a) The Company shall indemnify and hold
harmless  the  Purchaser  against  and  from  any  losses,  claims,  damages,
liabilities  or  expenses  (ALosses@)  insofar  as  the  Losses (or actions in
respect  thereof)  arise  out  of  or  are  based  upon  (i)  the  falsity  or
incorrectness  as of the Closing Date of any representation or warranty of the
Company  contained  in  or  made  pursuant  to  this  Agreement  or any of the
Ancillary  Agreements,  or  (ii) the existence of any condition, event or fact
constituting,  or  which  with  notice  or  passage  of  time,  or both, would
constitute  a   default in the observance of any of the Company=s undertakings
or  covenants under or pursuant to the Articles of Incorporation.  The Company
shall  also  pay all reasonable attorneys= and accountants= fees and costs and
court  costs  incurred  by  the  Purchaser  in  enforcing  the indemnification
provided  for  in  this Section 13.3(a).  Notwithstanding the foregoing, the
Company  expressly  agrees  and acknowledges that the right of indemnification
granted herein to the Purchaser shall not be deemed to be the exclusive remedy
available  to  the Purchaser for any of the matters described in this Section
13.3(a).

     (b)          The  Purchaser shall indemnify and hold harmless the Company
against  and  from  any  Losses  insofar  as the Losses (or actions in respect
thereof) arise out of or are based upon the falsity or incorrectness as of the
Closing  Date  of any representation or warranty of the Purchaser contained in
or  made  pursuant  to this Agreement or any of the Ancillary Agreements.  The
Purchaser  shall  also pay all reasonable attorneys= and accountants= fees and
costs and court costs incurred by the Company in enforcing the indemnification
provided  for  in this Section 13.3(b).13.4.  Notwithstanding the foregoing,
the  Purchaser  expressly  agrees  and  acknowledges  that  the  right  of
indemnification  granted  herein  to the Company shall not be deemed to be the
exclusive  remedy available to the Company for any of the matters described in
this  Section  13.3(b).

     13.4.    Assignment. Neither party may assign any of its rights, title,
interest,  remedies, powers and duties hereunder without prior written consent
of  the  other  parties  hereto.   However, the Company hereby consents to the
Purchaser's  assignments,  at  any  time  or  times, of any of the Purchaser's
rights,  title,  interests,  remedies,  powers  and  duties hereunder, whether
evidenced  by a writing or not, to any of the Affiliates of the Purchaser that
are  Subsidiaries  of  Conseco,  Inc.  The Company agrees that it will use its
best  efforts  to  assist  and  cooperate  with  the  Purchaser  in any manner
reasonably  requested  by  the  Purchaser  to  effect  such  assignments.

     13.5.   Remedies.  TrialThe Purchaser' rights and remedies under this
Agreement  shall  be  cumulative  and  nonexclusive  of  any  other rights and
remedies  which  the  Purchaser  may have under any other agreement, including
without  limitation,  the  Ancillary  Agreements,  by  operation  of  law  or
otherwise.

     13.6.    Waiver  of  Jury Trial.  The parties hereto waive all right to
trial  by  jury  in  any  action or proceeding to enforce or defend any rights
under  this  Agreement  or  the  Ancillary  Agreements.

     13.7.    Arbitration.  If a dispute arises as to interpretation of this
Agreement,  it shall be decided finally by three arbitrators in an arbitration
proceeding  conforming  to  the  Rules of the American Arbitration Association
applicable  to  commercial arbitration.  The arbitrators shall be appointed as
follows:    one by the Company, one by the Purchaser and the third by the said
two  arbitrators, or, if they cannot agree, then the third arbitrator shall be
appointed  by the American Arbitration Association. The third arbitrator shall
be  chairman  of the panel and shall be impartial.  The arbitration shall take
place in Carmel, Indiana.  The decision of a majority of the Arbitrators shall
be conclusively binding upon the parties and final, and such decision shall be
enforceable  as a judgment in any court of competent jurisdiction.  Each party
shall pay the fees and expenses of the arbitrator appointed by it, its counsel
and  its  witnesses.  The parties shall share equally the fees and expenses of
the  impartial  arbitrator.

     13.8.    Severability.    Wherever  possible,  each  provision  of this
Agreement  shall  be  interpreted  in such manner as to be effective and valid
under  applicable  law,  but  if  any  provision  of  this  Agreement shall be
prohibited  by  or  invalid  under  applicable  law,  such  provision shall be
ineffective  to  the  extent  of  such  prohibition  or  invalidity,  without
invalidating  the  remainder  of such provision or the remaining provisions of
this  Agreement.

     13.9.    Parties.    This  Agreement and the other Ancillary Agreements
shall  be  binding  upon,  and  inure to the benefit of, the successors of the
Company,  and  the  successors  and  assigns  of  the  Purchaser.

     13.10.    Conflict  of  Terms.    Except  as otherwise provided in this
Agreement  or  any  of  the  Ancillary Agreements by specific reference to the
applicable  provisions  of  this Agreement, if any provision contained in this
Agreement  is  in conflict with, or inconsistent with, any provision in any of
the  Ancillary  Agreements,  the  provision  contained in this Agreement shall
govern  and  control.

     13.11.   GOVERNING LAW.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT  OR  IN  ANY OF THE ANCILLARY AGREEMENTS, IN ALL RESPECTS, INCLUDING
ALL  MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH, THE LAWS OF THE STATE OF INDIANA APPLICABLE TO CONTRACTS
MADE  AND  PERFORMED  IN  SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF
REGARDING  CONFLICT  OF  LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.    THE  PURCHASER  AND  THE  COMPANY  AGREE  TO  SUBMIT  TO  PERSONAL
JURISDICTION  AND  TO  WAIVE ANY OBJECTION AS TO VENUE IN THE FEDERAL OR STATE
COURTS  IN  THE COUNTY OF MARION, STATE OF INDIANA.  SERVICE OF PROCESS ON THE
COMPANY  OR  THE  PURCHASER  IN  ANY ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT  OR  ANY OF THE ANCILLARY AGREEMENTS SHALL BE EFFECTIVE IF MAILED TO
SUCH PARTY AT THE ADDRESS LISTED IN SECTION 13.9 HEREOF.  NOTHING HEREIN SHALL
PRECLUDE THE PURCHASER OR THE COMPANY FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION  IN  ANY  OTHER  JURISDICTION.

     13.12.    Notices.  Except as otherwise provided herein, whenever it is
provided  herein  that  any  notice,  demand,  request,  consent,  approval,
declaration or other communication shall or may be given to or served upon any
of  the  parties by another, or whenever any of the parties desires to give or
serve upon another any communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication
shall  be  in  writing  and  either  shall be delivered in person with receipt
acknowledged  or  by  registered  or certified mail, return receipt requested,
postage  prepaid,  or  telecopied  and  confirmed  by  telecopy  answer  back,
addressed  as  follows:

     (a)    If  to  the  Purchaser  at:

     11825  North  Pennsylvania  Street
Carmel,  Indiana  46032
Attention:  Lawrence  W.  Inlow
Facsimile:  (317)  817-6327

     (b)    If  to  the  Company  at:

     1025  Acuff  Road
Bloomington,  Indiana  47404
Attention:  Chief  Financial  Officer
Facsimile:  (812)  337-6029

     With  copies  to:

     Mr.  Russell  Algood
2800  South  Olcott  Boulevard
Bloomington,  Indiana  47401

     and

     Hackman  McClarnon  Hulett  &  Cracraft
Suite  2400  One  Indiana  Square
Indianapolis,  Indiana  46204
Attention:  Marvin  L.  Hackman
Facsimile:  (317)  686-3288


or  at  such  other  address  as  may be substituted by notice given as herein
provided.    The  giving  of  any  notice  required hereunder may be waived in
writing  by  the party entitled to receive such notice.  Every notice, demand,
request, consent, approval, declaration or other communication hereunder shall
be  deemed  to  have been duly given or served on the date on which personally
delivered,  with  receipt acknowledged, or upon receipt if the same shall have
been  telecopied  and  confirmed by telecopy answer back or three (3) Business
Days  after  the  same  shall  have been deposited in the United States mail. 
Failure or delay in delivering copies of any notice, demand, request, consent,
approval,  declaration  or other communication to the persons designated above
to  receive  copies shall in no way adversely affect the effectiveness of such
notice,  demand,  request,  consent,  approval,  declaration  or  other
communication.

     13.13.  Survival.  The representations and warranties of the Company in
this  Agreement shall survive the execution, delivery and acceptance hereof by
the  parties hereto and the Closing for a period ending on the date no amounts
are  owing  under  the  Debenture.

     13.14.    Section  Titles.    The  Section titles and Table of Contents
contained  in  this  Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties  hereto.

     13.15.   Counterparts.  This Agreement may be executed in any number of
separate  counterparts,  each  of  which  shall,  collectively and separately,
constitute  one  agreement.

     13.16.    Algood  Debentures.  Purchaser acknowledge and agree that the
Algood  Debentures shall be on a parity with the rights of the Purchaser under
the  Debentures  without  priority  or  distinction,  and  that no payments of
principal  or interest on the Debentures shall be made by the Company unless a
pro  rata  payment  of  principal  and  interest is paid to the holders of the
Algood  Debentures  outstanding  from  time  to  time.

     IN  WITNESS WHEREOF, this Agreement has been duly executed as of the date
first  written  above.



     CAPITOL  AMERICAN  LIFE
INSURANCE  COMPANY
       As  the  Purchaser



     By:  /s/    Donald  S.  Gongaware


     GENERAL  ACCEPTANCE  CORPORATION
  As  the  Company



     By:  /s/  Russell  E.  Algood


<PAGE>




















































                                Exhibit 10.74

<PAGE>
THIS  SUBORDINATED  CONVERTIBLE  NOTE  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND
MAY  NOT  BE  OFFERED,  SOLD,  TRANSFERRED  OR ASSIGNED EXCEPT (I) PURSUANT TO
REGISTRATIONS  THEREOF  UNDER SUCH LAWS, OR (II) IF, IN THE OPINION OF COUNSEL
REASONABLY  SATISFACTORY  TO  GENERAL  ACCEPTANCE  CORPORATION  THE  PROPOSED
TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT
SUCH  REGISTRATIONS.

THIS  SUBORDINATED  CONVERTIBLE  NOTE  IS SUBJECT TO A SUBORDINATION AGREEMENT
DATED  APRIL  11,  1997,  IN  FAVOR  OF  GENERAL ELECTRIC CAPITAL CORPORATION.

     12%  SUBORDINATED  CONVERTIBLE  NOTE

$10,000,000          Dated:  April  11,  1997

     For  value  received,  General  Acceptance  Corporation,  an  Indiana
corporation  with  its  principal  offices  at  1025  Acuff Road, Bloomington,
Indiana  47404  (AMaker@),  hereby  promises  to  pay  to the order of CAPITOL
AMERICAN  LIFE  INSURANCE  COMPANY, an Arizona life insurance company with its
principal  offices  at 11825 North Pennsylvania Street, Carmel, Indiana 46032,
or  its  assigns  (collectively,  the AHolder@), at its principal office or at
such  other  place as the Holder may direct in writing to the Maker, in lawful
money  of  the  United  States of America, the principal amount of Ten Million
Dollars  ($10,000,000)  and  interest,  as provided herein, all without relief
from  valuation  or  appraisement  laws.    This  Note  is  being delivered in
connection  with  the Securities Purchase Agreement by and among the Maker and
the  Holder,  dated  as of April 11, 1997 (ASecurities Purchase Agreement@).  
The terms and provisions of the Securities Purchase Agreement shall govern the
terms  and  provisions of this Note and any conflict between this Note and the
Securities  Purchase  Agreement  shall  be resolved by the Securities Purchase
Agreement.

     1.       Payment of Principal.  Subject to acceleration as provided for
elsewhere  in this 12% Subordinated Convertible Note (ANote@), the Maker shall
pay  to  the Holder the principal balance of this Note on April 11, 2000, plus
all  accrued and unpaid interest on the full principal balance of this Note as
of  that  date.

     2.          Interest.   Interest on the unpaid principal balance hereof
existing  from  time  to  time  shall  accrue  at  the  rate of 12% per annum;
provided,  however, interest shall accrue at the rate of 15% per annum so long
as  an  AEvent of Default,@ as specified in Section 4(a), exists hereunder. 
Interest  shall  be  calculated  on  the  basis  of  actual  daily balances of
outstanding  principal  for  the  exact  number  of days the principal remains
outstanding  and  shall  be computed on the basis of a 360-day year.  Interest
shall be due and payable on a quarterly basis, on March 31, June 30, September
30  and  December  31.

     3.      Prepayment.  The Maker may not prepay all or any portion of the
unpaid  principal  balance  hereof  or accrued interest without the consent of
Holder.


G:\LEGAL\KSK\MISC\GACC-REV.3


     4.          Default  and  Remedy.

(a)     An AEvent of Default@ under this Note shall mean the occurrence of any
of the following events: (i) the Maker defaults in the payment of principal of
or  interest  on  this  Note when due and the Maker does not cure that default
within  5  days after the due date; (ii) the Maker defaults in the performance
of  any  obligation  under  this Note (other than the payment described in the
immediately  preceding  clause)  and  the does not cure that default within 30
days  after  receipt  by the Maker of written notice from the Holder; (iii) an
AEvent  of Default@ or a ATriggering Event@, both as defined in the Securities
Purchase  Agreement,  shall  occur; or (iv) the Maker commences proceedings in
any  court  under  the  United  States  Bankruptcy Code, or any other debtors'
relief or insolvency act, whether state or federal (the ABankruptcy Laws@), or
any  other  person commences proceedings under the Bankruptcy Laws against the
Maker  and  those  proceedings  are  not  stayed  or dismissed within 60 days.

(b)          If any Event of Default occurs and is continuing, then the Holder
shall  have  the  right  and  option  to declare, by notice in writing sent by
registered  or  certified mail to the Maker, the full unpaid principal balance
hereof, together with all accrued and unpaid interest thereon, immediately due
and  payable  without  further  demand,  notice,  or presentment for payment. 
Alternatively,  if  a Triggering Event occurs, the Holder shall have the right
and  option to cause the Company to redeem this Note pursuant to the procedure
set  forth  in  Section  10.3  of  the  Securities  Purchase  Agreement.

(c)          If  this  Note  is  collected or attempted to be collected by the
initiation  or  prosecution of any suit or through any bankruptcy court, or by
any  judicial  proceeding,  or  is  placed  in  the  hands  of  attorneys  for
collection,  then  the Maker shall pay, in addition to all other amounts owing
hereunder,  all  court  costs  and  reasonable attorney's fees incurred by the
Holder.

     5.          Subordination.

(a)          Subordination  to Senior Debt.  Notwithstanding anything to the
contrary  contained  in  this  Note,  the  Maker covenants and agrees, and the
Holder  by  acceptance  of  this  Note likewise covenants and agrees, that the
Maker's  indebtedness  under  this Note shall be junior and subordinate to the
Senior Indebtedness (as hereafter defined) to the extent and in the manner set
forth in this Section 5, except to the extent otherwise agreed to in writing
by  the  Holder and any Senior Lender (as hereinafter defined) with respect to
the  Senior  Indebtedness  held  by  or  payable  to that Senior Lender.  Each
subsection  of this Section 5 shall be given independent effect so that if a
particular payment or action is prohibited by any one of these subsections, it
shall  be  prohibited although it otherwise would not be prohibited by another
subsection.

(b)        Payment Default on Senior Indebtedness.  If at any time a default
occurs  in  the  payment when due (whether at maturity or upon acceleration or
mandatory prepayment, or on any principal installment payment date or interest
payment  date,  or  otherwise) (APayment Default@) of any Senior Indebtedness,
then  at  all  times  thereafter until (i) the Payment Default has been cured,
(ii)  the Payment Default or the benefits of this sentence have been waived in
writing  by  or  on  behalf  of  the  Senior  Lenders  holding  that  Senior
Indebtedness,  or  (iii)  payment in full of all affected Senior Indebtedness,
the  Maker  shall not, directly or indirectly, make any Distribution of Assets
(as  hereinafter  defined) or Payment (as hereinafter defined) with respect to
this  Note.

(c)       Dissolution, Liquidation or Reorganization of Maker.  In the event
of  any  insolvency,  bankruptcy  or  receivership  case  or proceeding or any
dissolution,  winding  up,  liquidation,  reorganization  or  other  similar
proceeding  relating  to  the  Maker,  its property or its operations (whether
voluntary or involuntary and whether in bankruptcy, insolvency or receivership
proceedings or otherwise), upon an assignment for the benefit of creditors, or
any  other  marshaling of the assets of the Maker, then payment in full of all
Senior  Indebtedness  then  or thereafter to become due shall occur before the
Holder  shall  be  entitled to receive or retain any Distribution of Assets or
Payment  with respect to this Note.  In any such proceedings, any Distribution
of  Assets  or Payment to which the Holder would be entitled if this Note were
not  subordinated to the Senior Indebtedness shall be paid by the Maker or the
agent or other person making such payment or distribution, or by the Holder if
received  by  the  Holder,  directly  to each Senior Lender, pro forma, to the
extent  necessary  to  make  payment in full of all Senior Indebtedness, after
giving  effect to any concurrent payment or distribution to or for the benefit
of  the  Senior  Lenders.

(d)          Subrogation.  No Distribution of Assets or Payment to which the
Holder  would have been entitled except for the provisions of this Section 5
and  which  are  received  by  or  paid  over  to  the Senior Lenders or their
Representative  (as  hereinafter  defined) shall, as between the Maker and its
creditors  other  than  the  Senior  Lenders and the Holder, be deemed to be a
payment  by  the  Maker  to  the  Senior  Lenders  or on account of the Senior
Indebtedness, and the Holder shall be subrogated (without any duty on the part
of the Senior Lenders to warrant, create, effectuate, preserve or protect such
subrogation)  to  the then or thereafter existing rights of the Senior Lenders
to receive Distributions of Assets or payments made on the Senior Indebtedness
until  this  Note  shall  be  paid  in  full.

(e)      Payments Held in Trust.  If the Holder receives any Distribution of
Assets  or  Payment  which  the  Holder  is  not  entitled to retain under the
provisions  of this Section 5, any such Distribution of Assets or Payment so
received  shall  be  held  in  trust  for  the  Senior  Lenders,  shall not be
commingled  with  any  other  assets  of  the Holder, and shall be paid to the
Senior  Lenders,  pro  rata,  to the extent necessary to make payment in full,
after  giving  effect  to any concurrent payment or distribution to or for the
benefit  of  the  Senior  Lenders.

(f)       Changes in Senior Indebtedness.  Any Senior Lender may at any time
and  from  time  to time with notice to the Holder: (i) extend, renew, modify,
waive  or  amend  the  terms  of the Senior Indebtedness; (ii) sell, exchange,
release  or  otherwise  deal with any property pledged, mortgaged or otherwise
securing  the  Senior  Indebtedness;  (iii) release any guarantor or any other
person  liable in any manner for the Senior Indebtedness or amend or waive the
terms of the Senior Indebtedness; (iv) exercise or refrain from exercising any
rights against the Maker or any other persons; (v) apply in any order any sums
by  whomever  paid  or  however  to the Senior Indebtedness; and (vi) take any
other  action  which otherwise might be deemed to impair the Holder's rights. 
Any  and  all  of  such  actions  may  be  taken by the Senior Lenders without
incurring  responsibility to the Holder and without impairing or releasing the
Holder's  obligations  to  the  Senior  Lenders.

(g)       Third-Party Beneficiary, Etc..  The foregoing provisions regarding
subordination  are  solely  for the purpose of defining the relative rights of
the  Senior  Lenders  on  the one hand and the Holder on the other hand.  Such
provisions are for the benefit of the Senior Lenders (and their successors and
assigns)  and  shall be enforceable by them directly against the Holder except
to  the  extent  otherwise  agreed  to  in writing by the Holder and any other
Senior  Lender.

(h)       Definitions.  As used in this Section 5 (or as elsewhere used in
this  Note)  the  following  terms  shall  have  the  meanings  indicated:

ADistribution  of Assets@ means any distribution of assets of the Maker or any
of  its  subsidiaries of any kind or character, whether a payment, purchase or
other  acquisition  or  retirement  for  cash,  property,  or securities, with
respect  to  the  Maker's  obligations  under  this  Note.

APayment@ means payment of any obligation now or hereafter existing under this
Note (as it may hereafter be amended, supplemented, or otherwise modified from
time  to  time),  whether  created  directly  or  acquired  by  assignment  or
otherwise,  and  interest  and premiums, if any, thereon and all other amounts
payable  in  respect  thereof  or  in  connection  therewith.

ARepresentative@  means, with respect to any Senior Indebtedness, the trustee,
agent,  or other representative for one or more of the Senior Lenders, if any,
designated  in  the  indenture,  agreement or document creating, evidencing or
governing  such  Senior  Indebtedness  or  pursuant to which it was issued, or
otherwise  designated  by  the  holders  of  such  Senior  Indebtedness.

ASenior  Indebtedness@  shall  have  the  meaning  specified in the Securities
Purchase  Agreement.

ASenior Lender@ or ASenior Lenders@ means one or more of the holders of Senior
Indebtedness.


     6.          Conversion.
(a)      The Holder may, at the Holder=s option, at any time, and from time to
time, prior to payment in full of this Note, convert the outstanding Principal
Amount  of  this  Note  and  any  accrued  but unpaid interest due pursuant to
Section  2  above  (the  AConversion Amount@), in whole or in part (but only
into  full  shares),  into  fully paid and non-assessable shares of the common
stock, no par value of the Maker (the ACommon Shares@), at a rate equal to the
amount  of  $3.00  per  Common  Share  (subject  to adjustment as set forth in
Section  7)  (the  AConversion Rate@).  In order to exercise this conversion
right,  the  Holder must send written notice of the conversion to the Maker at
least  10 days prior to the specified conversion date.  On the conversion date
(or as soon thereafter as is reasonably practicable), the Maker shall issue to
the Holder a share certificate for the Common Shares acquired upon conversion.

(c)          Notwithstanding  any  other provisions of this Section 6 to the
contrary,  the  conversion rights of the Holder shall be subject to compliance
with  all  applicable federal and state securities laws, and the Holder agrees
to  execute  all  required  agreements  and documents required by the Maker to
establish  compliance  with  such  laws.

(d)        The Maker shall at all times reserve and keep available and free of
preemptive rights out of its authorized but unissued Common Shares, solely for
the  purpose  of  issuance  upon  conversion of the Note, the number of Common
Shares  as  shall  from time to time be sufficient to effect the conversion of
the  Note,  and  if  at  any time the number of authorized but unissued Common
Shares shall not be sufficient to effect the conversion of the Note, the Maker
shall  take  the  corporate  action  necessary  to  increase the number of its
authorized  Common  Shares  to  a  number  sufficient for this purpose.  Maker
further  covenants  that  all shares that may be issued upon the conversion of
this  Note  and payment of the Conversion Price, all as set forth herein, will
be  free  from  all taxes, liens and charges in respect of the issue thereof. 
Maker agrees that its issuance of this Note shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates to
execute  and  issue  the  necessary  certificates  for  the  shares  upon  the
conversion  of  this  Note.

7.          Adjustments.

(a)          Reorganization,  Merger  or  Sale  of  Assets

     If  at  any  time while this Note, or any portion thereof, is outstanding
there  shall  be  (i)  a  reorganization  (other  than  a  combination,
reclassification,  exchange  or  subdivision  of shares otherwise provided for
herein),  (ii)  a  merger or consolidation with or into another corporation in
which the Maker is not the surviving entity, or a reverse triangular merger in
which  the Maker is the surviving entity but the shares of the Maker=s capital
stock  outstanding  immediately prior to the merger are converted by virtue of
the  merger  into  other  property, whether in the form of securities, cash or
otherwise,  or  (iii)  a sale or transfer of the Maker=s properties and assets
as,  or  substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall  be made so that the holder of this Note shall thereafter be entitled to
receive  upon  conversion  of the Notes the number of shares of stock or other
securities  or  property  of  the  successor  corporation  resulting from such
reorganization,  merger,  consolidation, sale or transfer that a holder of the
shares  deliverable  upon  conversion of this Note would have been entitled to
receive  in  such  reorganization,  consolidation, merger, sale or transfer if
this  Note  had been converted immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in  this  Section  7.    The foregoing provisions of this Section 7(a) shall
similarly  apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at  the  time  receivable  upon the conversion of this Note.  If the per-share
consideration  payable  to  Holder  for  shares  in  connection  with any such
transaction  is  in  a form other than cash or marketable securities, then the
value  of  such consideration shall be determined in good faith by the Maker=s
Board  of  Directors.  In all events, appropriate adjustment (as determined in
good faith by the Maker=s Board of Directors) shall be made in the application
of  the  provisions  of  this Note with respect to the rights and interests of
Holder  after  the  transaction,  to  the end that the provisions of this Note
shall  be  applicable  after  that  event,  as  near  as reasonably may be, in
relation  to  any  shares  or other property deliverable after that event upon
conversion  of  this  Note.

(b)          Reclassification.

     If  the  Maker,  at  any  time  while  this Note, or any portion thereof,
remains  outstanding,  by  reclassification  of securities or otherwise, shall
change  any  of  the  securities as to which conversion rights under this Note
exist  into the same or a different number of securities of any other class or
classes, this Note shall thereafter represent the right to acquire such number
and  kind  of  securities  as  would  have been issuable as the result of such
change  with  respect  to  the  securities that were subject to the conversion
rights  under  this  Note  immediately prior to such reclassification or other
change  and  the  Conversion  Price  or  number  of  shares received upon such
conversion  shall be appropriately adjusted, all subject to further adjustment
as  provided  in  this  Section  7.

(c)          Split,  Subdivision  or  Combination  of  Shares.

     If the Maker at any time while this Note, or any portion thereof, remains
outstanding  shall  split,  subdivide  or  combine  the securities as to which
conversion rights under this Note exist, into a different number of securities
of  the  same  class,  the  number of shares issuable upon conversion shall be
proportionately  decreased  in  the  case  of  a  split  or  subdivision  or
proportionately  increased  in  the  case  of  a  combination.

(d)        Adjustments for Dividends in Stock or Other Securities or Property.
     If  while  this  Note,  or  any  portion  hereof, remains outstanding and
unexpired  the  holders  of the securities as to which conversion rights under
this  Note  exist  at the time shall have received, or, on or after the record
date  fixed  for the determination of eligible stockholders, shall have become
entitled  to  receive,  without payment therefor, other or additional stock or
other  securities  or  property  (other  than  cash)  of  the  Maker by way of
dividend,  then  and  in  each  case,  this  Note shall represent the right to
acquire  upon  conversion, in addition to the number of shares of the security
receivable upon conversion of this Note, and without payment of any additional
consideration  therefor, the amount of such other or additional stock or other
securities  or  property (other than cash) of the Maker that such holder would
hold  on  the  date of such conversion had it been the holder of record of the
security  receivable  upon  conversion of this Note on the date hereof and had
thereafter,  during  the period from the date hereof to and including the date
of such conversion, retained such shares and/all other additional stock, other
securities or property available by this Note as aforesaid during such period,
giving  effect  to  all  adjustments  called  for  during  such  period by the
provisions  of  this  Section  7.

(e)          Issuance  of  Shares  Below  Conversion  Price.

     (1)       If while this Note, or any portion hereof, remains outstanding,
the  Maker  shall  offer  and  sell  Additional  Shares  of  Common  Stock (as
hereinafter  defined)  for  consideration  per  share less than the Conversion
Price in effect immediately prior to the issuance of such Additional Shares of
Common  Stock  (except  upon the exercise of stock options granted pursuant to
the  Company=s  Stock Option Plan approved by the Board), the Conversion Price
in  effect immediately prior to each such issuance shall forthwith be adjusted
upon  such  issuance  to  a  price  equal to the price paid per share for such
Additional  Shares  of  Common  Stock.

     (2)         For the purpose of the calculations provided in this Section
7(e),  if  at  any  time or from time to time after the date hereof the Maker
shall  issue  any  rights  or  options  for the purchase of, or stock or other
securities  convertible  into,  Additional Shares of Common Stock (such Common
Stock  or  securities  being  hereinafter  referred  to  as  AConvertible
Securities@),  then,  and in each case, if the Effective Price (as hereinafter
defined)  of such rights, options or Convertible Securities shall be less than
the  Conversion Price, the Maker shall be deemed to have issued at the time of
the  issuance  of such rights or options or Convertible Securities the maximum
number  of  Additional  Shares  of  Common  Stock  issuable  upon  exercise or
conversion  thereof  and to have received as consideration for the issuance of
such  shares an amount equal to the total amount of the consideration, if any,
payable  to  the Maker upon exercise or conversion of such options or rights. 
AEffective  Price@ shall mean the quotient determined by dividing the total of
all  of  such  consideration  by  such  maximum number of Additional Shares of
Common  Stock.   No further adjustment shall be made as a result of the actual
issuance  of  Additional  Shares  of  Common Stock on the exercise of any such
rights  or  options  or the conversion of any such Convertible Securities.  In
the  case  of  Convertible  Securities  which have a conversion price which is
based,  in  whole  or in part, upon a discount to the market price or value of
the  Common  Stock,  then for the purposes of calculating the Effective Price,
the    consideration  shall  be deemed to include the minimum conversion price
payable  to  the  Maker.

     If  any such rights or options or the conversion privilege represented by
any  such  Convertible  Securities  shall  expire prior to the Maturity hereof
without  having  been  exercised,  the  adjustment  to  the  number  of shares
available  hereunder  upon the issuance of such rights, options or Convertible
Securities shall be readjusted to the number of shares that would have been in
effect  had  an  adjustment  been  made  on the basis that the only Additional
Shares  of  Common Stock so issued were the Additional Shares of Common Stock,
if  any,  actually issued or sold on the exercise of such rights or options or
rights  of  conversion  of  such  Convertible  Securities, and such Additional
Shares  of  Common  Stock,  if  any, were issued or sold for the consideration
actually received by the Maker for the granting of all such rights or options,
whether  or  not  exercised,  plus  the  consideration received for issuing or
selling  the Convertible Securities actually converted plus the consideration,
if  any,  actually received by the Maker on the conversion of such Convertible
Securities.

(3)          For the purpose of the calculations provided for in this Section
7(e),  if  at  any  time or from time to time after the date hereof the Maker
shall  issue any rights or options for the purchase of Convertible Securities,
then,  in each such case, if the Effective Price thereof is less than the then
Conversion  Price, the Maker shall be deemed to have issued at the time of the
issuance  of such rights or options the maximum number of Additional Shares of
Common  Stock  issuable  upon  conversion  of  the total amount of Convertible
Securities  covered  by  such  rights  or  options  and  to  have  received as
consideration  for  the  issuance of such Additional Shares of Common Stock an
amount equal to the amount of consideration, if any, received by the Maker for
the  issuance  of  such  rights  or  options,  plus the consideration, if any,
payable  to  the  Maker  upon  the conversion of such Convertible Securities. 
AEffective  Price@  shall  mean  the quotient determined by dividing the total
amount  of  such  consideration by such maximum number of Additional Shares of
Common  Stock.    No further adjustment of such Conversion Price adjusted upon
the issuance of such rights or options shall be made as a result of the actual
issuance  of  the  Convertible  Securities upon the exercise of such rights or
options  or upon the actual issuance of Additional Shares of Common Stock upon
the  conversion  of  such  Convertible  Securities.

     (4)     The term AAdditional Shares of Common Stock@ as used herein shall
mean all shares of Common Stock issued or deemed issued by the Maker after the
date  hereof,  other  than  (i) securities issued pursuant to or in connection
with  the  terms  of  the Securities Purchase Agreement; (ii) shares of Common
Stock  issued  upon  conversion  of  convertible securities or the exercise of
common stock purchase warrants outstanding as of the date hereof; (iii) shares
of  Common  Stock issuable to employees, officers or directors pursuant to the
Maker=s  stock  option plan; (iv) shares of Common Stock issued or issuable to
directors  in connection with their service as directors; (v) shares of Common
Stock  issued  or  issuable  to  directors, officers or employees for services
rendered  or  to be rendered pursuant to arrangements approved by the Board of
Directors;  and  (vii)  shares  of  Common  Stock  issued in connection with a
business  combination,  merger,  consolidation,  asset  acquisition  or  the
acquisition  of  the  business of another corporation (through the purchase of
stock  or  assets)  approved  by the Board of Directors and all of the Conseco
Directors  (as  defined  in  the  Securities  Purchase  Agreement).

          (f)          No  Impairment.

     Maker  will  not,  by  any  voluntary  action, avoid or seek to avoid the
observance  or  performance  or  any  of the terms to be observed or performed
hereunder by Maker, but will at all times in good faith assist in the carrying
out  of  all  the provisions of this Section 7 and in the taking of all such
action  as  may  be necessary or appropriate in order to protect the rights of
Holder  against  impairment.

     8.          Notices.  (a) Whenever the number of shares issuable or the
Conversion  Price  hereunder shall be adjusted pursuant to Section 7 hereof,
the  Maker  shall  issue  a  certificate signed by its Chief Financial Officer
setting  forth,  in reasonable detail, the event requiring the adjustment, the
amount  of the adjustment, the method by which such adjustment was calculated,
and  the  Conversion  Price  and  number of shares purchasable hereunder after
giving  effect  to such adjustment, and shall cause a copy of such certificate
to  be  mailed  (by  first-class  mail,  postage  prepaid)  to  Holder.

     (b)    All  notices,  requests, demands, or other communications that are
required  or  may  be  given  pursuant  to  the terms of this Note shall be in
writing and delivery shall be deemed sufficient and to have been duly given on
the  date  of  service if delivered personally or by facsimile transmission if
receipt  is  confirmed  to  the  party to whom notice is to be given or on the
third  day  after  mailing  if  mailed  by  first-class  mail,  return receipt
requested,  and  properly  addressed  as  follows:

If  to  the  Maker,  to:
     1025  Acuff  Road
Bloomington,  Indiana  47404
Attention:  Chief  Financial  Officer
Fax:  (812)  337-6029


Copies  to:
     Mr.  Russell  Algood
2800  South  Olcott  Boulevard
Bloomington,  Indiana  47401

     and

     Hackman  McClarnon  Hulett  &  Cracraft
Suite  2400  One  Indiana  Square
Indianapolis,  Indiana  46204
Attention:  Marvin  L.  Hackman
Fax:  (317)  686-3288
If  to  the  Holder,  to:

11825  North  Pennsylvania  Street
Carmel,  Indiana  46032
Attention:  Lawrence  W.  Inlow
Fax:  (317)  817-6327

or  to  such other address as may be specified in writing by any of the above.

     9.          Remedies.    The  remedies  provided  by this Note shall be
cumulative,  and  shall  be in addition to and not exclusive of other remedies
available  under  or  pursuant  to the Share Purchase Agreement, at law, or in
equity.  The exercise or waiver by the Holder of any right or remedy available
under  this  Note  shall  not  be  deemed to be a waiver of any other right or
remedy  available under this Note, the Share Purchase Agreement, at law, or in
equity.

     10.          Miscellaneous.

(a)      Whenever used herein, the singular includes the plural and the plural
includes  the  singular.   The term AMaker@ means the corporation named in the
opening  paragraph  hereof  and  its  successors  and  assigns.

(b)          Indiana  law  shall govern this interpretation, construction, and
enforcement  of  this  Note  and  all  transactions  contemplated  hereby,
notwithstanding  any  state's  choice  of  law  rules  to  the  contrary.  Any
litigation related to this Note may be maintained only in the federal district
court  for  the  Southern  District  of Indiana, Indianapolis Division (or any
successor jurisdiction) or in an Indiana state court in Hamilton County or one
of  the  counties  immediately  contiguous  to Hamilton County, and each party
hereby irrevocably consents and submits to the jurisdiction of that federal or
state court and irrevocably waives any objection the party may have based upon
improper  venue,  forum  non  conveniens, or other similar doctrines or rules.

(c)       Maker and any other party now or hereafter liable for the payment of
this  Note in whole or in part, hereby severally (i) waive demand, presentment
for  payment,  notice  of  nonpayment,  protest,  notice of protest, notice of
intent  to  accelerate, notice of acceleration and all other notice, filing of
suit  and  diligence in collecting this Note, (ii) agree to the release of any
party  primarily  or  secondarily  liable  hereon, (iii) agree that the Holder
shall  not  be required first to institute suit or exhaust its remedies hereon
against  Maker  or  others liable or to become liable hereon or to enforce its
rights against them, and (iv) consent to any extension or postponement of time
of  payment  of  this  Note  and  to  any other indulgence with respect hereto
without  notice  thereof  to  any  of  them.

(d)          Holder, by acceptance hereof, acknowledges that this Note and the
shares  to  be  issued  upon  conversion  hereof are being acquired solely for
Holder=s  own  account  and  not  as  a  nominee  for any other party, and for
investment,  and that Holder will not offer, sell or otherwise dispose of this
Note  or  any  shares  to  be  issued  upon  conversion  hereof  except  under
circumstances  that  will  not result in a violation of applicable federal and
state securities laws.  Upon exercise of this Note, Holder shall, if requested
by Maker, confirm in writing, in a form satisfactory to Maker, that the shares
so  purchased  are being acquired solely for Holder=s own account and not as a
nominee  for  any  other  party,  for  investment,  and not with a view toward
distribution  or  resale.

     All shares issued upon exercise hereof shall be stamped or imprinted with
a  legend  in  substantially  the  following  form  (in addition to any legend
required  by  state  securities  laws):

THE  SECURITIES  REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH SECURITIES AND ANY
SECURITIES  OR  SHARES  ISSUED  UPON  CONVERSION  THEREOF  MAY  NOT BE SOLD OR
TRANSFERRED  IN  THE  ABSENCE  OF  SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER  SAID  ACT.

     Holder  shall  be  entitled  to  the  registration  rights set forth in a
certain  Registration  Rights  Agreement  of even date herewith by and between
Maker  and  Holder.

(e)        The captions of the sections of this Note are solely for convenient
reference  and  shall not be deemed to affect the meaning or interpretation of
any  provision  of  this  Note.






     IN  WITNESS  WHEREOF, the Maker has executed, acknowledged, and delivered
this  Note  as  of  the  day  and  year  first  above  written.

     GENERAL  ACCEPTANCE  CORPORATION



     By:    /s/    Russell  E.  Algood




Accepted  and  agreed  to  this  11th  day  of  April,  1997:


CAPITOL  AMERICAN  LIFE  INSURANCE  COMPANY



By:      /s/      Donald  S.  Gongaware

<PAGE>












































                                Exhibit 10.75

<PAGE>
             EMPLOYMENT AGREEMENT AND AGREEMENT NOT TO COMPETE


     THIS  AGREEMENT,  is  entered  into  this 11th day of April, 1997, by and
between General Acceptance Corporation, an Indiana corporation, with principal
offices  at  1025 Acuff Road, Bloomington, Indiana 47404 (hereinafter referred
to  as  the "Corporation") and Malvin L. Algood, residing at 3810 Easy Street,
Bloomington,  Indiana  47404  (hereinafter  referred  to  as  the "Employee").
                                  RECITALS
     A.          The Corporation is principally engaged in (i) the business of
financing  non-prime  automobile  loans  in  the  United  States originated by
non-affiliated  dealers  and  company operated retail sales lots, and (ii) the
business  of  selling  automobiles  and operating retail automobile sales lots
(collectively  the  "Business").
     B.     Employee has been the Chairman of the Board of Directors and Chief
Executive  Officer  of  the  Corporation  for  several  years.
     C.      Concurrently herewith, the Corporation is issuing $10,000,000 12%
Subordinated  Convertible  Notes to Capitol American Life Insurance Company as
purchaser  pursuant  to  a  Securities Purchase Agreement, Registration Rights
Agreement,  and Stockholders Agreement each of even date herewith (hereinafter
the  "Financing  Documents").
     D.        The Financing Documents require that the Corporation enter into
this  Employment  Agreement  and  Agreement  Not to Compete with the Employee.
                                 AGREEMENT
     NOW,  THEREFORE,  in  consideration  of  the  recitals,  and  the  mutual
covenants and undertakings herein contained, the parties hereto mutually agree
as  follows:
     1.         Employment and Term.  The Corporation agrees to continue the
employment of the Employee as the Chairman of the Board of Directors and Chief
Executive  Officer  of the Corporation until the earlier to occur of April 11,
1999,  the  voluntary  retirement  of  Employee,  the  permanent disability of
Employee, or the death of Employee.  Unless the Corporation gives the Employee
not  less  than  ninety (90) days prior written notice of its intention not to
renew  this  Agreement,  this  Agreement shall be automatically renewed for an
additional  twelve  (12)  months  commencing at the expiration of the original
term  upon  the  same  terms  and  conditions  herein  set  forth.
     2.          Employee's  Duties.  During the term of this Agreement, the
Employee,  while  employed  by  the  Corporation, shall continue to occupy his
present  offices  and shall have such responsibilities and perform such duties
as  are  commensurate  with the duties of a Chairman of the Board of Directors
and  Chief  Executive  Officer  in  accordance  with  past  practice.
     3.          Compensation.  As compensation for Employee's services, the
Corporation  shall  pay  to  Employee  the  following:
     (a)          A  base  salary  of One Hundred Twenty Five Thousand Dollars
($125,000)  per  year  payable in twenty-six (26) by-weekly installments, less
applicable  withholding  for  income  and employment taxes as required by law.

     (b)       An annual bonus payable within seventy-five (75) days following
the end of each fiscal year of the Corporation in an amount equal to 3-1/2% of
the  consolidated  net income of the Corporation for the preceding fiscal year
before taxes and bonuses in excess of Five Million Dollars ($5,000,000), which
shall  be computed each year on a non-cumulative basis.  The bonus payable for
the  partial  year  during  which  this  Agreement expires shall be a pro rata
amount  based  upon  the  consolidated  net  income of the Corporation for the
entire  year.

     (c)       A qualified stock option pursuant to the Corporation's Employee
Stock Option Plan to purchase 30,000 shares of the Corporation's capital stock
to be granted to the Employee each year commencing January 1, 1998, at a price
equal  to  the  fair market value of such shares determined in accordance with
the  Plan if the shares of the Corporation are publicly traded, and if not, at
the  book  value  of  such shares as of the date of the grant of option.  Such
options shall vest in the Employee one (1) year following the date the options
are  granted provided the Employee remains employed by the Corporation or is a
member  of  the  Corporation's  Board  of  Directors.    Vested options may be
exercised  by  the  Employee  for  a period of ten (10) years from the date of
grant.


     4.       Fringe Benefits.  In addition to the compensation provided for
in paragraph 3 above, Employee shall be entitled to retain his present company
car  (or  comparable  replacement)  without expense to the Employee during the
term  of this Agreement, and shall receive all other fringe benefits which the
Corporation  provides  to  its executive officers from time to time, including
health,  disability,  group  life  insurance,  sick pay and paid vacations and
shall  be  eligible  to  participate  in  any  pension  or profit sharing plan
hereafter  established  by  the  Corporation  for the benefit of its executive
officers.   In addition, the Company shall continue to pay the premiums on the
life  insurance policy in effect on Employee's life with beneficiaries' rights
as  now  in  existence.
     5.        Restrictive Covenant During the Term of this Agreement.  From
the  date  hereof until April 11, 1999 (or April 11, 2000 if this Agreement is
renewed  pursuant  to  paragraph  1  hereof):
     (a)          Employee  shall  not,  directly or indirectly, whether as an
employee,  owner,  consultant,  agent  or in any other capacity, engage in the
Business  or  compete  in  any  manner  with  the  Corporation  or  any of its
subsidiaries  or  affiliates  in the Business or aid or render services to any
person  or  entity  engaging  in  any  such  activity  anywhere;

     (b)        Employee shall not solicit, directly or indirectly, on his own
behalf or on behalf of any person or entity that competes with the Corporation
or  any  of  its  subsidiaries or affiliates in the Business, customers of the
Business  to  whom  any  sales  were  or  are  made;

     (c)      Employee shall not, directly or indirectly, on his own behalf or
on  behalf  of  any person or entity that competes with the Corporation or any
subsidiaries  or  affiliates  of  the  Corporation,  solicit for employment or
employ,  or otherwise seek to establish any contractual relationship with, any
employees, agents or representatives of, or other persons having a contractual
relationship  with,  the Corporation or any of its subsidiaries or affiliates.

     Notwithstanding  the  foregoing,  the  Employee  shall  be  permitted  to
continue  to  engage  in the Business as an owner, agent or employee of Algood
Chevrolet-Oldsmobile-Pontiac,  Inc.  and  Algood Body Shop, Inc., and shall be
permitted  to  operate  retail  sales  lots  except  in  cities  in  which the
Corporation  at  any  time has a retail sales operation or within a sixty (60)
mile  radius  of  such  cities.
     6.      Disclosure of Information.  For purposes of this Section 6, the
term  "Confidential  Information"  shall  mean  any  knowledge or information,
written  or  oral,  with respect to the Business of the Corporation and any of
its  subsidiaries or affiliates, with the following exceptions:  (i) knowledge
or  information  ascertainable  or  obtainable  from  public sources; and (ii)
knowledge  or  information  which is or becomes known to the public other than
through a breach of this Agreement by the Employee.  The Employee acknowledges
that as a result of his association with and employment by the Corporation, he
has  had  and  will  continue  to have access to the Confidential Information,
which  has  a  special  and  unique nature and value to the Corporation.  As a
material inducement to the Corporation to enter into this Agreement and to pay
the Employee the compensation and other benefits provided herein, the Employee
covenants  and  agrees  that  he shall not, directly or indirectly, divulge or
disclose  to  any  third  party  for  any purpose whatsoever, any Confidential
Information  without the consent of the Corporation and that he will surrender
to  the  Corporation  all  such  Confidential Information in his possession or
control  upon  the  termination  of  his  employment  with  the  Corporation.
     7.      Termination of Employment.  Nothing contained in this Agreement
shall  require  the  Corporation  to  continue the employment of the Employee;
provided,  however,  that if such employment is terminated by the Corporation,
except  for Employee's fraud,  other willful misconduct in connection with his
employment,  or  willful  breach  of  this  Agreement,  the  Corporation shall
continue  to  pay the compensation to the Employee provided for in paragraph 3
hereof  in  consideration  of  Employee's covenant not to compete contained in
paragraph  5  hereof until April 11, 1999 (or April 11, 2000 if this Agreement
is  renewed pursuant to paragraph 1 hereof).  In the event of Employee's death
or  permanent  disability  during  the  term of this Agreement, the Employee's
compensation  shall  continue  to  be  paid by the Corporation for a period of
three  (3)  months,  or  until  the  earlier  expiration  of  the term of this
Agreement  pursuant  to  paragraph  1  hereof, to his surviving spouse, and if
none,  to  the  Employee's  estate.
     8.          Remedies.    Employee  recognizes  that  a violation of the
restrictive  covenant  contained  in  this  Agreement  will irreparably damage
Corporation,  that  money  damages are not likely to be an adequate remedy and
that  for  a  breach of said covenant, the Corporation shall be entitled to an
injunction  to  prevent  the  continuation  of  such  breach.
     9.      Attorneys' Fees and Other Litigation Costs.  If the Corporation
or  the  Employee  violates  any  term of this Agreement, the defaulting party
shall  reimburse  the  non-defaulting party for all reasonable attorneys' fees
and  litigation  costs  incurred to enforce, or recover damages for the breach
of,  this  Agreement.
     10.         Survival of Obligations.  The obligations of this Agreement
shall  survive  the  termination  of  Employee's  employment with Corporation.
     11.          No  Prior  Contrary  Representations  or Agreements.  This
Agreement  supersedes  any  and  all  prior  proposals,  representations,  or
agreements,  oral  or written, insofar as any such proposal, representation or
agreement might be determined to be inconsistent with or to limit the terms or
applications  of  this  Agreement.
     12.       Waiver, Modification and Amendment.  A failure to insist upon
or  enforce  compliance with any term of this Agreement shall not constitute a
waiver  or  relinquishment of any such term, and the term shall remain in full
force  and  effect.    This  Agreement  may  not be waived, changed, modified,
abandoned,  or terminated, in whole or in part, except by a written instrument
signed  by a duly authorized representative of the Corporation and accepted by
Employee.

<PAGE>
     13.          Successors.    This  Agreement  shall  be binding upon the
Corporation and the Employee's successors, assigns, executors, administrators,
and  personal  representatives,  but  may  not  be  assigned  by  Employee.
     14.       Headings.  The headings in this Agreement are for convenience
only  and  shall  not  be  deemed  to limit the content of or to interpret the
meaning  of  this  Agreement.
     15.         Governing Law.  This Agreement and its performance shall be
subject  to  and  governed  by  the  laws  of  the  State  of  Indiana.
     16.      Severability.  If any word or other term of this Agreement, or
if  any  construction or application of any term of this Agreement, is held to
be unenforceable or invalid for any reason, then the validity of any remaining
construction or application of that term shall not be affected, and the rights
or  obligations  of  each of the parties shall be construed and enforced as if
the contract did not contain such invalid term, or as the case may be, invalid
construction  or  application  of  such  term;  provided,  however,  that such
resulting  construction and enforcement shall be generally consistent with the
basic  purposes  of  this  Agreement.
     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  as  of  the  day  and  year  first  above  written.
                         GENERAL  ACCEPTANCE  CORPORATION


                         By:_/s/    Malvin  L.  Algood______

                         Title:_Chief  Executive  Officer____

                         ______________________________
                         Malvin  L.  Algood



                           AGREEMENT OF PURCHASER

     The  terms and provisions of this Agreement are approved this 11th day of
April,  1997.
                         CAPITOL AMERICAN LIFE INSURANCE                      
                  COMPANY


                         By:        /s/    Michael  A.  Colliflower


<PAGE>












































                                Exhibit 10.76
<PAGE>
             EMPLOYMENT AGREEMENT AND AGREEMENT NOT TO COMPETE


     THIS  AGREEMENT,  is  entered  into  this 11th day of April, 1997, by and
between General Acceptance Corporation, an Indiana corporation, with principal
offices  at  1025 Acuff Road, Bloomington, Indiana 47404 (hereinafter referred
to  as the "Corporation") and Russell E. Algood, residing at 2800 South Olcott
Boulevard,  Bloomington,  Indiana  47401  (hereinafter  referred  to  as  the
"Employee").
                                  RECITALS
     A.          The Corporation is principally engaged in (i) the business of
financing  non-prime  automobile  loans  in  the  United  States originated by
non-affiliated  dealers  and  company operated retail sales lots, and (ii) the
business  of  selling  automobiles  and operating retail automobile sales lots
(collectively  the  "Business").
     B.          Employee  is the President and Chief Operating Officer of the
Corporation.
     C.      Concurrently herewith, the Corporation is issuing $10,000,000 12%
Subordinated  Convertible  Notes to Capitol American Life Insurance Company as
purchaser  pursuant  to  a  Securities Purchase Agreement, Registration Rights
Agreement,  and Stockholders Agreement each of even date herewith (hereinafter
the  "Financing  Documents").
     D.        The Financing Documents require that the Corporation enter into
this  Employment  Agreement  and  Agreement  Not to Compete with the Employee.

<PAGE>
                                 AGREEMENT
     NOW,  THEREFORE,  in  consideration  of  the  recitals,  and  the  mutual
covenants and undertakings herein contained, the parties hereto mutually agree
as  follows:
     1.         Employment and Term.  The Corporation agrees to continue the
employment of the Employee as the President and Chief Operating Officer of the
Corporation  until  the  earlier  to  occur  of  April 11, 1999, the permanent
disability  of  Employee,  or  the  death of Employee.  Unless the Corporation
gives  the Employee not less than ninety (90) days prior written notice of its
intention  not  to renew this Agreement, this Agreement shall be automatically
renewed  for  an additional twelve (12) months commencing at the expiration of
the  original  term  upon  the  same  terms  and  conditions herein set forth.
     2.          Employee's  Duties.  During the term of this Agreement, the
Employee,  while  employed  by  the  Corporation, shall continue to occupy his
present  offices  and shall have such responsibilities and perform such duties
as are commensurate with the duties of a President and Chief Operating Officer
in  accordance  with  past  practice.
     3.          Compensation.  As compensation for Employee's services, the
Corporation  shall  pay  to  Employee  the  following:
     (a)     A base salary of Two Hundred Thousand Dollars ($200,000) per year
payable in twenty-six (26) bi-weekly installments, less applicable withholding
for  income  and  employment  taxes  as  required  by  law.

     (b)       An annual bonus payable within seventy-five (75) days following
the end of each fiscal year of the Corporation in an amount equal to 3-1/2% of
the  consolidated  net income of the Corporation for the preceding fiscal year
before taxes and bonuses in excess of Five Million Dollars ($5,000,000), which
shall  be computed each year on a non-cumulative basis.  The bonus payable for
the  partial  year  during  which  this  Agreement expires shall be a pro rata
amount  based  upon  the  consolidated  net  income of the Corporation for the
entire  year.

     (c)       A qualified stock option pursuant to the Corporation's Employee
Stock Option Plan to purchase 30,000 shares of the Corporation's capital stock
to be granted to the Employee each year commencing January 1, 1998, at a price
equal  to  the  fair market value of such shares determined in accordance with
the  Plan if the shares of the Corporation are publicly traded, and if not, at
the  book  value  of  such shares as of the date of the grant of option.  Such
options  shall  vest in the Employee at the rate of 20% per year of employment
commencing  in  the  years the options are granted for so long as the Employee
remains  employed by the Corporation or is a member of the Corporation's Board
of Directors.  Vested options may be exercised by the Employee for a period of
ten  (10)  years  from  the  date  of  grant.

     4.       Fringe Benefits.  In addition to the compensation provided for
in paragraph 3 above, Employee shall be entitled to retain his present company
car  (or  comparable  replacement)  without expense to the Employee during the
term  of this Agreement, and shall receive all other fringe benefits which the
Corporation  provides  to  its executive officers from time to time, including
health,  disability,  group  life  insurance,  sick pay and paid vacations and
shall  be  eligible  to  participate  in  any  pension  or profit sharing plan
hereafter  established  by  the  Corporation  for the benefit of its executive
officers.
     5.        Restrictive Covenant During the Term of this Agreement.  From
the  date  hereof until April 11, 1999 (or April 11, 2000 if this Agreement is
renewed  pursuant  to  paragraph  1  hereof):
     (a)          Employee  shall  not,  directly or indirectly, whether as an
employee,  owner,  consultant,  agent  or in any other capacity, engage in the
Business  or  compete  in  any  manner  with  the  Corporation  or  any of its
subsidiaries  or  affiliates  in the Business or aid or render services to any
person  or  entity  engaging  in  any  such  activity  anywhere;

     (b)        Employee shall not solicit, directly or indirectly, on his own
behalf or on behalf of any person or entity that competes with the Corporation
or  any  of  its  subsidiaries or affiliates in the Business, customers of the
Business  to  whom  any  sales  were  or  are  made;

     (c)      Employee shall not, directly or indirectly, on his own behalf or
on  behalf  of  any person or entity that competes with the Corporation or any
subsidiaries  or  affiliates  of  the  Corporation,  solicit for employment or
employ,  or otherwise seek to establish any contractual relationship with, any
employees, agents or representatives of, or other persons having a contractual
relationship  with,  the Corporation or any of its subsidiaries or affiliates.


     Notwithstanding  the  foregoing,  the  Employee  shall  be  permitted  to
continue  to  engage  in the Business as an owner, agent or employee of Algood
Chevrolet-Oldsmobile-Pontiac,  Inc.  and  Algood Body Shop, Inc., and shall be
permitted  to  operate  retail  sales  lots  except  in  cities  in  which the
Corporation  at  any  time has a retail sales operation or within a sixty (60)
mile  radius  of  such  cities.
     6.      Disclosure of Information.  For purposes of this Section 6, the
term  "Confidential  Information"  shall  mean  any  knowledge or information,
written  or  oral,  with respect to the Business of the Corporation and any of
its  subsidiaries or affiliates, with the following exceptions:  (i) knowledge
or  information  ascertainable  or  obtainable  from  public sources; and (ii)
knowledge  or  information  which is or becomes known to the public other than
through a breach of this Agreement by the Employee.  The Employee acknowledges
that as a result of his association with and employment by the Corporation, he
has  had  and  will  continue  to have access to the Confidential Information,
which  has  a  special  and  unique nature and value to the Corporation.  As a
material inducement to the Corporation to enter into this Agreement and to pay
the Employee the compensation and other benefits provided herein, the Employee
covenants  and  agrees  that  he shall not, directly or indirectly, divulge or
disclose  to  any  third  party  for  any purpose whatsoever, any Confidential
Information  without the consent of the Corporation and that he will surrender
to  the  Corporation  all  such  Confidential Information in his possession or
control  upon  the  termination  of  his  employment  with  the  Corporation.
     7.      Termination of Employment.  Nothing contained in this Agreement
shall  require  the  Corporation  to  continue the employment of the Employee;
provided,  however,  that if such employment is terminated by the Corporation,
except  for Employee's fraud,  other willful misconduct in connection with his
employment, or willful breach of this Agreement the Corporation shall continue
to  pay the compensation to the Employee provided for in paragraph 3 hereof in
consideration  of  Employee's covenant not to compete contained in paragraph 5
hereof  until  April  11, 1999 (or April 11, 2000 if this Agreement is renewed
pursuant to paragraph 1 hereof.  In the event of Employee's death or permanent
disability  during  the  term  of  this Agreement, the Employee's compensation
shall continue to be paid by the Corporation for a period of three (3) months,
or  until  the  earlier  expiration  of the term of this Agreement pursuant to
paragraph  1  hereof,  to his surviving spouse, and if none, to the Employee's
estate.
     8.          Remedies.    Employee  recognizes  that  a violation of the
restrictive  covenant  contained  in  this  Agreement  will irreparably damage
Corporation,  that  money  damages are not likely to be an adequate remedy and
that  for  a  breach of said covenant, the Corporation shall be entitled to an
injunction  to  prevent  the  continuation  of  such  breach.
     9.      Attorneys' Fees and Other Litigation Costs.  If the Corporation
or  the  Employee  violates  any  term of this Agreement, the defaulting party
shall  reimburse  the  non-defaulting party for all reasonable attorneys' fees
and  litigation  costs  incurred to enforce, or recover damages for the breach
of,  this  Agreement.
     10.         Survival of Obligations.  The obligations of this Agreement
shall  survive  the  termination  of  Employee's  employment with Corporation.
     11.          No  Prior  Contrary  Representations  or Agreements.  This
Agreement  supersedes  any  and  all  prior  proposals,  representations,  or
agreements,  oral  or written, insofar as any such proposal, representation or
agreement might be determined to be inconsistent with or to limit the terms or
applications  of  this  Agreement.
     12.       Waiver, Modification and Amendment.  A failure to insist upon
or  enforce  compliance with any term of this Agreement shall not constitute a
waiver  or  relinquishment of any such term, and the term shall remain in full
force  and  effect.    This  Agreement  may  not be waived, changed, modified,
abandoned,  or terminated, in whole or in part, except by a written instrument
signed  by a duly authorized representative of the Corporation and accepted by
Employee.
     13.          Successors.    This  Agreement  shall  be binding upon the
Corporation and the Employee's successors, assigns, executors, administrators,
and  personal  representatives,  but  may  not  be  assigned  by  Employee.
     14.       Headings.  The headings in this Agreement are for convenience
only  and  shall  not  be  deemed  to limit the content of or to interpret the
meaning  of  this  Agreement.
     15.         Governing Law.  This Agreement and its performance shall be
subject  to  and  governed  by  the  laws  of  the  State  of  Indiana.
     16.      Severability.  If any word or other term of this Agreement, or
if  any  construction or application of any term of this Agreement, is held to
be unenforceable or invalid for any reason, then the validity of any remaining
construction or application of that term shall not be affected, and the rights
or  obligations  of  each of the parties shall be construed and enforced as if
the contract did not contain such invalid term, or as the case may be, invalid
construction  or  application  of  such  term;  provided,  however,  that such
resulting  construction and enforcement shall be generally consistent with the
basic  purposes  of  this  Agreement.
     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  as  of  the  day  and  year  first  above  written.
                         GENERAL  ACCEPTANCE  CORPORATION


                         By:_/s/  Russell  E.  Algood_______

                         Title:_President  and  COO_______


                         ______________________________
                         Russell  E.  Algood



                           AGREEMENT OF PURCHASER

     The  terms and provisions of this Agreement are approved this 11th day of
April,  1997.
                         CAPITOL AMERICAN LIFE INSURANCE                      
        COMPANY


                         By:          /s/      Michael  A.  Colliflower

<PAGE>












































                                Exhibit 10.77
<PAGE>
     THIS SUBORDINATED CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE
 SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND
   MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT (I) PURSUANT TO
 REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (II) IF, IN THE OPINION OF COUNSEL
    REASONABLY SATISFACTORY TO GENERAL ACCEPTANCE CORPORATION THE PROPOSED
TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT
                             SUCH REGISTRATIONS.

THIS  SUBORDINATED  CONVERTIBLE  NOTE  IS  SUBJECT  TO
     A  SUBORDINATION  AGREEMENT  DATED  APRIL  11,  1997,  IN
     FAVOR  OF  GENERAL  ELECTRIC  CAPITAL  CORPORATION.


                     12% SUBORDINATED CONVERTIBLE NOTE

$1,000,000          Dated:  April  11,  1997

     For  value  received,  General  Acceptance  Corporation,  an  Indiana
corporation  with  its  principal  offices  at  1025  Acuff Road, Bloomington,
Indiana  47404  ("Maker"),  hereby  promises  to pay to the order of Malvin L.
Algood,  residing  at 3810 Easy Street, Bloomington, Indiana 47404, or assigns
(collectively,  the  "Holder"), at its principal office or at such other place
as  the  Holder  may  direct  in  writing to the Maker, in lawful money of the
United  States  of  America,  the  principal  amount  of  One  Million Dollars
($1,000,000)  and  interest,  as  provided  herein,  all  without  relief from
valuation  or  appraisement  laws.

     This Note is one of a series of 12% Subordinated Convertible Notes in the
aggregate  principal  amount  of  $13,250,000,  of  which $10,000,000 is being
issued  to  Capitol  American  Life Insurance Company pursuant to a Securities
Purchase  Agreement  dated  as  of  April  11,  1997  ("Securities  Purchase
Agreement")  and  the  balance  are  being  issued  to  the  Holder  and other
stockholders  of the Maker in exchange for the surrender of certain promissory
notes  payable  to  them by the Maker.  Purchaser acknowledges and agrees that
the  Note  purchased  by Capitol American Life Insurance Company shall be on a
parity  with  the  rights  of  the  Holder under this Note and the other Notes
without priority or distinction, and that no payments of principal or interest
on  this  Note  shall  be  made  by  the  Company unless a pro rata payment of
principal  and  interest  is paid to the holders of all Notes outstanding from
time  to  time.  The terms and provisions of the Securities Purchase Agreement
shall  govern  the  terms and provisions of this Note and any conflict between
this  Note  and  the  Securities  Purchase  Agreement shall be resolved by the
Securities  Purchase  Agreement.

     1.       Payment of Principal.  Subject to acceleration as provided for
elsewhere  in this 12% Subordinated Convertible Note ("Note"), the Maker shall
pay  to  the Holder the principal balance of this Note on April 11, 2000, plus
all  accrued and unpaid interest on the full principal balance of this Note as
of  that  date.

     2.          Interest.   Interest on the unpaid principal balance hereof
existing  from  time  to  time  shall  accrue  at  the  rate of 12% per annum;
provided,  however, interest shall accrue at the rate of 15% per annum so long
as  an  "Event of Default," as specified in Section 4(a), exists hereunder. 
Interest  shall  be  calculated  on  the  basis  of  actual  daily balances of
outstanding  principal  for  the  exact  number  of days the principal remains
outstanding  and  shall  be computed on the basis of a 360-day year.  Interest
shall be due and payable on a quarterly basis, on March 31, June 30, September
30  and  December  31.

     3.      Prepayment.  The Maker may not prepay all or any portion of the
unpaid  principal  balance  hereof  or accrued interest without the consent of
Holder.

     4.          Default  and  Remedy.

     (a)       An "Event of Default" under this Note shall mean the occurrence
of  any  of  the  following  events:  (i) the Maker defaults in the payment of
principal  of  or  interest  on this Note when due and the Maker does not cure
that  default within 5 days after the due date; (ii) the Maker defaults in the
performance  of  any  obligation  under  this  Note  (other  than  the payment
described  in  the  immediately  preceding  clause) and the does not cure that
default  within  30 days after receipt by the Maker of written notice from the
Holder;  (iii)  an "Event of Default" or a "Triggering Event", both as defined
in the Securities Purchase Agreement, shall occur; or (iv) the Maker commences
proceedings in any court under the United States Bankruptcy Code, or any other
debtors'  relief  or insolvency act, whether state or federal (the "Bankruptcy
Laws"),  or  any  other person commences proceedings under the Bankruptcy Laws
against  the Maker and those proceedings are not stayed or dismissed within 60
days.

     (b)     If any Event of Default occurs and is continuing, then the Holder
shall  have  the  right  and  option  to declare, by notice in writing sent by
registered  or  certified mail to the Maker, the full unpaid principal balance
hereof, together with all accrued and unpaid interest thereon, immediately due
and  payable  without  further  demand,  notice,  or presentment for payment. 
Alternatively,  if  a Triggering Event occurs, the Holder shall have the right
and  option  to  cause the Maker to redeem this Note pursuant to the procedure
set  forth  in  Section  10.3  of  the  Securities  Purchase  Agreement.

     (c)         If this Note is collected or attempted to be collected by the
initiation  or  prosecution of any suit or through any bankruptcy court, or by
any  judicial  proceeding,  or  is  placed  in  the  hands  of  attorneys  for
collection,  then  the Maker shall pay, in addition to all other amounts owing
hereunder,  all  court  costs  and  reasonable attorney's fees incurred by the
Holder.

<PAGE>
     5.          Subordination.

     (a)      Subordination to Senior Debt.  Notwithstanding anything to the
contrary  contained  in  this  Note,  the  Maker covenants and agrees, and the
Holder  by  acceptance  of  this  Note likewise covenants and agrees, that the
Maker's  indebtedness  under  this Note shall be junior and subordinate to the
Senior Indebtedness (as hereafter defined) to the extent and in the manner set
forth in this Section 5, except to the extent otherwise agreed to in writing
by  the  Holder and any Senior Lender (as hereinafter defined) with respect to
the  Senior  Indebtedness  held  by  or  payable  to that Senior Lender.  Each
subsection  of this Section 5 shall be given independent effect so that if a
particular payment or action is prohibited by any one of these subsections, it
shall  be  prohibited although it otherwise would not be prohibited by another
subsection.

     (b)          Payment  Default on Senior Indebtedness.  If at any time a
default  occurs  in  the  payment  when  due  (whether  at  maturity  or  upon
acceleration  or mandatory prepayment, or on any principal installment payment
date or interest payment date, or otherwise) ("Payment Default") of any Senior
Indebtedness,  then  at all times thereafter until (i) the Payment Default has
been  cured,  (ii)  the  Payment Default or the benefits of this sentence have
been  waived  in  writing  by  or on behalf of the Senior Lenders holding that
Senior  Indebtedness,  or  (iii)  payment  in  full  of  all  affected  Senior
Indebtedness,  the  Maker  shall  not,  directly  or  indirectly,  make  any
Distribution  of  Assets  (as  hereinafter defined) or Payment (as hereinafter
defined)  with  respect  to  this  Note.

     (c)        Dissolution, Liquidation or Reorganization of Maker.  In the
event  of any insolvency, bankruptcy or receivership case or proceeding or any
dissolution,  winding  up,  liquidation,  reorganization  or  other  similar
proceeding  relating  to  the  Maker,  its property or its operations (whether
voluntary or involuntary and whether in bankruptcy, insolvency or receivership
proceedings or otherwise), upon an assignment for the benefit of creditors, or
any  other  marshaling of the assets of the Maker, then payment in full of all
Senior  Indebtedness  then  or thereafter to become due shall occur before the
Holder  shall  be  entitled to receive or retain any Distribution of Assets or
Payment  with respect to this Note.  In any such proceedings, any Distribution
of  Assets  or Payment to which the Holder would be entitled if this Note were
not  subordinated to the Senior Indebtedness shall be paid by the Maker or the
agent or other person making such payment or distribution, or by the Holder if
received  by  the  Holder,  directly  to each Senior Lender, pro forma, to the
extent  necessary  to  make  payment in full of all Senior Indebtedness, after
giving  effect to any concurrent payment or distribution to or for the benefit
of  the  Senior  Lenders.

     (d)     Subrogation.  No Distribution of Assets or Payment to which the
Holder  would have been entitled except for the provisions of this Section 5
and  which  are  received  by  or  paid  over  to  the Senior Lenders or their
Representative  (as  hereinafter  defined) shall, as between the Maker and its
creditors  other  than  the  Senior  Lenders and the Holder, be deemed to be a
payment  by  the  Maker  to  the  Senior  Lenders  or on account of the Senior
Indebtedness, and the Holder shall be subrogated (without any duty on the part
of the Senior Lenders to warrant, create, effectuate, preserve or protect such
subrogation)  to  the then or thereafter existing rights of the Senior Lenders
to receive Distributions of Assets or payments made on the Senior Indebtedness
until  this  Note  shall  be  paid  in  full.

     (e)          Payments  Held  in  Trust.    If  the  Holder receives any
Distribution  of  Assets or Payment which the Holder is not entitled to retain
under  the  provisions of this Section 5, any such Distribution of Assets or
Payment  so  received shall be held in trust for the Senior Lenders, shall not
be  commingled  with  any other assets of the Holder, and shall be paid to the
Senior  Lenders,  pro  rata,  to the extent necessary to make payment in full,
after  giving  effect  to any concurrent payment or distribution to or for the
benefit  of  the  Senior  Lenders.

     (f)       Changes in Senior Indebtedness.  Any Senior Lender may at any
time  and  from  time  to  time  with notice to the Holder: (i) extend, renew,
modify,  waive  or  amend  the  terms  of  the Senior Indebtedness; (ii) sell,
exchange,  release  or  otherwise deal with any property pledged, mortgaged or
otherwise securing the Senior Indebtedness; (iii) release any guarantor or any
other  person  liable  in  any  manner for the Senior Indebtedness or amend or
waive  the  terms  of  the  Senior Indebtedness; (iv) exercise or refrain from
exercising any rights against the Maker or any other persons; (v) apply in any
order  any  sums  by  whomever paid or however to the Senior Indebtedness; and
(vi)  take  any  other  action  which  otherwise might be deemed to impair the
Holder's  rights.    Any  and  all  of such actions may be taken by the Senior
Lenders  without  incurring responsibility to the Holder and without impairing
or  releasing  the  Holder's  obligations  to  the  Senior  Lenders.

     (g)          Third-Party  Beneficiary,  Etc..  The foregoing provisions
regarding  subordination  are  solely for the purpose of defining the relative
rights of the Senior Lenders on the one hand and the Holder on the other hand.
 Such  provisions  are  for  the  benefit  of  the  Senior  Lenders (and their
successors  and assigns) and shall be enforceable by them directly against the
Holder  except  to the extent otherwise agreed to in writing by the Holder and
any  other  Senior  Lender.

     (h)     Definitions.  As used in this Section 5 (or as elsewhere used
in  this  Note)  the  following  terms  shall  have  the  meanings  indicated:

"Distribution  of Assets" means any distribution of assets of the Maker or any
of  its  subsidiaries of any kind or character, whether a payment, purchase or
other  acquisition  or  retirement  for  cash,  property,  or securities, with
respect  to  the  Maker's  obligations  under  this  Note.

"Payment" means payment of any obligation now or hereafter existing under this
Note (as it may hereafter be amended, supplemented, or otherwise modified from
time  to  time),  whether  created  directly  or  acquired  by  assignment  or
otherwise,  and  interest  and premiums, if any, thereon and all other amounts
payable  in  respect  thereof  or  in  connection  therewith.

"Representative"  means, with respect to any Senior Indebtedness, the trustee,
agent,  or other representative for one or more of the Senior Lenders, if any,
designated  in  the  indenture,  agreement or document creating, evidencing or
governing  such  Senior  Indebtedness  or  pursuant to which it was issued, or
otherwise  designated  by  the  holders  of  such  Senior  Indebtedness.

"Senior  Indebtedness"  shall  have  the  meaning  specified in the Securities
Purchase  Agreement.

"Senior Lender" or "Senior Lenders" means one or more of the holders of Senior
Indebtedness.

     6.          Conversion.

     (a)         The Holder may, at the Holder's option, at any time, and from
time  to  time, prior to payment in full of this Note, convert the outstanding
Principal Amount of this Note and any accrued but unpaid interest due pursuant
to  Section 2 above (the "Conversion Amount"), in whole or in part (but only
into  full  shares),  into  fully paid and non-assessable shares of the common
stock, no par value of the Maker (the "Common Shares"), at a rate equal to the
amount  of       $3.00 per Common Share (subject to adjustment as set forth in
Section  7)  (the  "Conversion Rate").  In order to exercise this conversion
right,  the  Holder must send written notice of the conversion to the Maker at
least  10 days prior to the specified conversion date.  On the conversion date
(or as soon thereafter as is reasonably practicable), the Maker shall issue to
the Holder a share certificate for the Common Shares acquired upon conversion.

     (c)       Notwithstanding any other provisions of this Section 6 to the
contrary,  the  conversion rights of the Holder shall be subject to compliance
with  all  applicable federal and state securities laws, and the Holder agrees
to  execute  all  required  agreements  and documents required by the Maker to
establish  compliance  with  such  laws.

     (d)      The Maker shall at all times reserve and keep available and free
of  preemptive rights out of its authorized but unissued Common Shares, solely
for  the purpose of issuance upon conversion of the Note, the number of Common
Shares  as  shall  from time to time be sufficient to effect the conversion of
the  Note,  and  if  at  any time the number of authorized but unissued Common
Shares shall not be sufficient to effect the conversion of the Note, the Maker
shall  take  the  corporate  action  necessary  to  increase the number of its
authorized  Common  Shares  to  a  number  sufficient for this purpose.  Maker
further  covenants  that  all shares that may be issued upon the conversion of
this  Note  and payment of the Conversion Price, all as set forth herein, will
be  free  from  all taxes, liens and charges in respect of the issue thereof. 
Maker agrees that its issuance of this Note shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates to
execute  and  issue  the  necessary  certificates  for  the  shares  upon  the
conversion  of  this  Note.

     7.          Adjustments.

(a)          Reorganization,  Merger  or  Sale  of  Assets

     If  at  any  time while this Note, or any portion thereof, is outstanding
there  shall  be  (i)  a  reorganization  (other  than  a  combination,
reclassification,  exchange  or  subdivision  of shares otherwise provided for
herein),  (ii)  a  merger or consolidation with or into another corporation in
which the Maker is not the surviving entity, or a reverse triangular merger in
which  the Maker is the surviving entity but the shares of the Maker's capital
stock  outstanding  immediately prior to the merger are converted by virtue of
the  merger  into  other  property, whether in the form of securities, cash or
otherwise,  or  (iii)  a sale or transfer of the Maker's properties and assets
as,  or  substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall  be made so that the holder of this Note shall thereafter be entitled to
receive  upon  conversion  of the Notes the number of shares of stock or other
securities  or  property  of  the  successor  corporation  resulting from such
reorganization,  merger,  consolidation, sale or transfer that a holder of the
shares  deliverable  upon  conversion of this Note would have been entitled to
receive  in  such  reorganization,  consolidation, merger, sale or transfer if
this  Note  had been converted immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in  this  Section  7.    The foregoing provisions of this Section 7(a) shall
similarly  apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at  the  time  receivable  upon the conversion of this Note.  If the per-share
consideration  payable  to  Holder  for  shares  in  connection  with any such
transaction  is  in  a form other than cash or marketable securities, then the
value  of  such consideration shall be determined in good faith by the Maker's
Board  of  Directors.  In all events, appropriate adjustment (as determined in
good faith by the Maker's Board of Directors) shall be made in the application
of  the  provisions  of  this Note with respect to the rights and interests of
Holder  after  the  transaction,  to  the end that the provisions of this Note
shall  be  applicable  after  that  event,  as  near  as reasonably may be, in
relation  to  any  shares  or other property deliverable after that event upon
conversion  of  this  Note.

(b)          Reclassification.

     If  the  Maker,  at  any  time  while  this Note, or any portion thereof,
remains  outstanding,  by  reclassification  of securities or otherwise, shall
change  any  of  the  securities as to which conversion rights under this Note
exist  into the same or a different number of securities of any other class or
classes, this Note shall thereafter represent the right to acquire such number
and  kind  of  securities  as  would  have been issuable as the result of such
change  with  respect  to  the  securities that were subject to the conversion
rights  under  this  Note  immediately prior to such reclassification or other
change  and  the  Conversion  Price  or  number  of  shares received upon such
conversion  shall be appropriately adjusted, all subject to further adjustment
as  provided  in  this  Section  7.

(c)          Split,  Subdivision  or  Combination  of  Shares.

     If the Maker at any time while this Note, or any portion thereof, remains
outstanding  shall  split,  subdivide  or  combine  the securities as to which
conversion rights under this Note exist, into a different number of securities
of  the  same  class,  the  number of shares issuable upon conversion shall be
proportionately  decreased  in  the  case  of  a  split  or  subdivision  or
proportionately  increased  in  the  case  of  a  combination.

(d)        Adjustments for Dividends in Stock or Other Securities or Property.

     If  while  this  Note,  or  any  portion  hereof, remains outstanding and
unexpired  the  holders  of the securities as to which conversion rights under
this  Note  exist  at the time shall have received, or, on or after the record
date  fixed  for the determination of eligible stockholders, shall have become
entitled  to  receive,  without payment therefor, other or additional stock or
other  securities  or  property  (other  than  cash)  of  the  Maker by way of
dividend,  then  and  in  each  case,  this  Note shall represent the right to
acquire  upon  conversion, in addition to the number of shares of the security
receivable upon conversion of this Note, and without payment of any additional
consideration  therefor, the amount of such other or additional stock or other
securities  or  property (other than cash) of the Maker that such holder would
hold  on  the  date of such conversion had it been the holder of record of the
security  receivable  upon  conversion of this Note on the date hereof and had
thereafter,  during  the period from the date hereof to and including the date
of such conversion, retained such shares and/all other additional stock, other
securities or property available by this Note as aforesaid during such period,
giving  effect  to  all  adjustments  called  for  during  such  period by the
provisions  of  this  Section  7.

(e)          Issuance  of  Shares  Below  Conversion  Price.

     (1)       If while this Note, or any portion hereof, remains outstanding,
the  Maker  shall  offer  and  sell  Additional  Shares  of  Common  Stock (as
hereinafter  defined)  for  consideration  per  share less than the Conversion
Price in effect immediately prior to the issuance of such Additional Shares of
Common Stock, except pursuant to the Maker's Stock Option Plan approved by the
Board  of  Directors, the Conversion Price in effect immediately prior to each
such  issuance shall forthwith be adjusted upon such issuance to a price equal
to  the  price  paid  per  share  for  such Additional Shares of Common Stock.

     (2)         For the purpose of the calculations provided in this Section
7(e),  if  at  any  time or from time to time after the date hereof the Maker
shall  issue  any  rights  or  options  for the purchase of, or stock or other
securities  convertible  into,  Additional Shares of Common Stock (such Common
Stock  or  securities  being  hereinafter  referred  to  as  "Convertible
Securities"),  then,  and in each case, if the Effective Price (as hereinafter
defined)  of such rights, options or Convertible Securities shall be less than
the  Conversion Price, the Maker shall be deemed to have issued at the time of
the  issuance  of such rights or options or Convertible Securities the maximum
number  of  Additional  Shares  of  Common  Stock  issuable  upon  exercise or
conversion  thereof  and to have received as consideration for the issuance of
such  shares an amount equal to the total amount of the consideration, if any,
payable  to  the Maker upon exercise or conversion of such options or rights. 
"Effective  Price" shall mean the quotient determined by dividing the total of
all  of  such  consideration  by  such  maximum number of Additional Shares of
Common  Stock.   No further adjustment shall be made as a result of the actual
issuance  of  Additional  Shares  of  Common Stock on the exercise of any such
rights  or  options  or the conversion of any such Convertible Securities.  In
the  case  of  Convertible  Securities  which have a conversion price which is
based,  in  whole  or in part, upon a discount to the market price or value of
the  Common  Stock,  then for the purposes of calculating the Effective Price,
the    consideration  shall  be deemed to include the minimum conversion price
payable  to  the  Maker.

     If  any such rights or options or the conversion privilege represented by
any  such  Convertible  Securities  shall  expire prior to the Maturity hereof
without  having  been  exercised,  the  adjustment  to  the  number  of shares
available  hereunder  upon the issuance of such rights, options or Convertible
Securities shall be readjusted to the number of shares that would have been in
effect  had  an  adjustment  been  made  on the basis that the only Additional
Shares  of  Common Stock so issued were the Additional Shares of Common Stock,
if  any,  actually issued or sold on the exercise of such rights or options or
rights  of  conversion  of  such  Convertible  Securities, and such Additional
Shares  of  Common  Stock,  if  any, were issued or sold for the consideration
actually received by the Maker for the granting of all such rights or options,
whether  or  not  exercised,  plus  the  consideration received for issuing or
selling  the Convertible Securities actually converted plus the consideration,
if  any,  actually received by the Maker on the conversion of such Convertible
Securities.

               (3)         For the purpose of the calculations provided for in
this  Section          7(e), if at any time or from time to time after the
date  hereof  the  Maker shall issue any rights or options for the purchase of
Convertible  Securities,  then,  in  each  such  case,  if the Effective Price
thereof  is  less than the then Conversion Price, the Maker shall be deemed to
have  issued at the time of the issuance of such rights or options the maximum
number  of  Additional  Shares of Common Stock issuable upon conversion of the
total  amount  of Convertible Securities covered by such rights or options and
to  have  received as consideration for the issuance of such Additional Shares
of  Common  Stock  an  amount  equal  to  the amount of consideration, if any,
received  by  the  Maker  for the issuance of such rights or options, plus the
consideration,  if  any,  payable  to  the  Maker  upon the conversion of such
Convertible  Securities.  "Effective Price" shall mean the quotient determined
by  dividing  the total amount of such consideration by such maximum number of
Additional  Shares  of Common Stock.  No further adjustment of such Conversion
Price  adjusted upon the issuance of such rights or options shall be made as a
result  of the actual issuance of the Convertible Securities upon the exercise
of  such rights or options or upon the actual issuance of Additional Shares of
Common  Stock  upon  the  conversion  of  such  Convertible  Securities.

     (4)     The term "Additional Shares of Common Stock" as used herein shall
mean all shares of Common Stock issued or deemed issued by the Maker after the
date  hereof,  other  than  (i) securities issued pursuant to or in connection
with  the  terms  of  the Securities Purchase Agreement; (ii) shares of Common
Stock  issued  upon  conversion  of  convertible securities or the exercise of
common stock purchase warrants outstanding as of the date hereof; (iii) shares
of  Common  Stock issuable to employees, officers or directors pursuant to the
Maker's  stock  option plan; (iv) shares of Common Stock issued or issuable to
directors  in connection with their service as directors; (v) shares of Common
Stock  issued  or  issuable  to  directors, officers or employees for services
rendered  or  to be rendered pursuant to arrangements approved by the Board of
Directors;  and  (vii)  shares  of  Common  Stock  issued in connection with a
business  combination,  merger,  consolidation,  asset  acquisition  or  the
acquisition  of  the  business of another corporation (through the purchase of
stock  or  assets)  approved  by the Board of Directors and all of the Conseco
Directors  (as  defined  in  the  Securities  Purchase  Agreement).

          (f)          No  Impairment.

     Maker  will  not,  by  any  voluntary  action, avoid or seek to avoid the
observance  or  performance  or  any  of the terms to be observed or performed
hereunder by Maker, but will at all times in good faith assist in the carrying
out  of  all  the provisions of this Section 7 and in the taking of all such
action  as  may  be necessary or appropriate in order to protect the rights of
Holder  against  impairment.

     8.          Notices.  (a) Whenever the number of shares issuable or the
Conversion  Price  hereunder shall be adjusted pursuant to Section 7 hereof,
the  Maker  shall  issue  a  certificate signed by its Chief Financial Officer
setting  forth,  in reasonable detail, the event requiring the adjustment, the
amount  of the adjustment, the method by which such adjustment was calculated,
and  the  Conversion  Price  and  number of shares purchasable hereunder after
giving  effect  to such adjustment, and shall cause a copy of such certificate
to  be  mailed  (by  first-class  mail,  postage  prepaid)  to  Holder.

     (b)    All  notices,  requests, demands, or other communications that are
required  or  may  be  given  pursuant  to  the terms of this Note shall be in
writing and delivery shall be deemed sufficient and to have been duly given on
the  date  of  service if delivered personally or by facsimile transmission if
receipt  is  confirmed  to  the  party to whom notice is to be given or on the
third  day  after  mailing  if  mailed  by  first-class  mail,  return receipt
requested,  and  properly  addressed  as  follows:


<PAGE>
If  to  the  Maker,  to:                    1025  Acuff  Road
                    Bloomington,  Indiana  47404

                    Attention:    Chief  Financial  Officer
                    Fax:    (812)  337-6029


If  to  the  Holder,  to:                    Russell  E.  Algood
                    2800  South  Olcott  Road
                    Bloomington,  Indiana  47401


or  to  such other address as may be specified in writing by any of the above.

     9.          Remedies.    The  remedies  provided  by this Note shall be
cumulative,  and  shall  be in addition to and not exclusive of other remedies
available  at  law, or in equity.  The exercise or waiver by the Holder of any
right  or  remedy available under this Note shall not be deemed to be a waiver
of  any other right or remedy available under this Note, at law, or in equity.

     10.          Miscellaneous.

     (a)        Whenever used herein, the singular includes the plural and the
plural includes the singular.  The term "Maker" means the Corporation named in
the  opening  paragraph  hereof  and  its  successors  and  assigns.

     (b)       Indiana law shall govern this interpretation, construction, and
enforcement  of  this  Note  and  all  transactions  contemplated  hereby,
notwithstanding  any  state's  choice  of  law  rules  to  the  contrary.  Any
litigation related to this Note may be maintained only in the federal district
court  for  the  Southern  District  of Indiana, Indianapolis Division (or any
successor jurisdiction) or in an Indiana state court in Hamilton County or one
of  the  counties  immediately  contiguous  to Hamilton County, and each party
hereby irrevocably consents and submits to the jurisdiction of that federal or
state court and irrevocably waives any objection the party may have based upon
improper  venue,  forum  non  conveniens, or other similar doctrines or rules.

     (c)     Maker and any other party now or hereafter liable for the payment
of  this  Note  in  whole  or  in  part,  hereby  severally  (i) waive demand,
presentment  for  payment,  notice  of nonpayment, protest, notice of protest,
notice  of  intent to accelerate, notice of acceleration and all other notice,
filing  of  suit  and  diligence  in  collecting  this Note, (ii) agree to the
release  of any party primarily or secondarily liable hereon, (iii) agree that
the  Holder  shall  not  be  required  first  to institute suit or exhaust its
remedies  hereon  against Maker or others liable or to become liable hereon or
to  enforce  its  rights  against  them,  and (iv) consent to any extension or
postponement  of time of payment of this Note and to any other indulgence with
respect  hereto  without  notice  thereof  to  any  of  them.

     (d)     Holder, by acceptance hereof, acknowledges that this Note and the
shares  to  be  issued  upon  conversion  hereof are being acquired solely for
Holder's  own  account  and  not  as  a  nominee  for any other party, and for
investment,  and that Holder will not offer, sell or otherwise dispose of this
Note  or  any  shares  to  be  issued  upon  conversion  hereof  except  under
circumstances  that  will  not result in a violation of applicable federal and
state securities laws.  Upon exercise of this Note, Holder shall, if requested
by Maker, confirm in writing, in a form satisfactory to Maker, that the shares
so  purchased  are being acquired solely for Holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and not with a view toward
distribution  or  resale.

               All  shares  issued  upon  exercise  hereof shall be stamped or
imprinted  with  a  legend in substantially the following form (in addition to
any  legend  required  by  state  securities  laws):

          THE  SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
AND  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933.  SUCH
SECURITIES AND ANY SECURITIES OR SHARES ISSUED UPON CONVERSION THEREOF MAY NOT
BE  SOLD  OR  TRANSFERRED  IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM  UNDER  SAID  ACT.

     (e)          The  captions  of  the  sections of this Note are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the meaning or
interpretation  of  any  provision  of  this  Note.

     IN  WITNESS  WHEREOF, THE MAKER HAS EXECUTED, ACKNOWLEDGED, AND DELIVERED
THIS  NOTE  AS  OF  THE  DAY  AND  YEAR  FIRST  ABOVE  WRITTEN.

                              GENERAL  ACCEPTANCE  CORPORATION


                              BY:      /s/    Martin  C.  Bozarth

                              PRINTED:  _Martin  C.  Bozarth

                              TITLE:  __Chief  Financial  Officer

<PAGE>












































                                Exhibit 10.78
<PAGE>
     THIS SUBORDINATED CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE
 SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND
   MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT (I) PURSUANT TO
 REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (II) IF, IN THE OPINION OF COUNSEL
    REASONABLY SATISFACTORY TO GENERAL ACCEPTANCE CORPORATION THE PROPOSED
TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT
                             SUCH REGISTRATIONS.

THIS  SUBORDINATED  CONVERTIBLE  NOTE  IS  SUBJECT  TO
     A  SUBORDINATION  AGREEMENT  DATED  APRIL  11,  1997,  IN
     FAVOR  OF  GENERAL  ELECTRIC  CAPITAL  CORPORATION.


                     12% SUBORDINATED CONVERTIBLE NOTE

$750,000          Dated:  April  11,  1997

     For  value  received,  General  Acceptance  Corporation,  an  Indiana
corporation  with  its  principal  offices  at  1025  Acuff Road, Bloomington,
Indiana  47404  ("Maker"),  hereby  promises to pay to the order of Russell E.
Algood,  residing  at 2800 South Olcott Boulevard, Bloomington, Indiana 47401,
or  assigns  (collectively,  the "Holder"), at its principal office or at such
other  place as the Holder may direct in writing to the Maker, in lawful money
of  the  United States of America, the principal amount of Seven Hundred Fifty
Thousand  Dollars  ($750,000)  and  interest,  as provided herein, all without
relief  from  valuation  or  appraisement  laws.

     This Note is one of a series of 12% Subordinated Convertible Notes in the
aggregate  principal  amount  of  $13,250,000,  of  which $10,000,000 is being
issued  to  Capitol  American  Life Insurance Company pursuant to a Securities
Purchase  Agreement  dated  as  of  April  11,  1997  ("Securities  Purchase
Agreement")  and  the  balance  are  being  issued  to  the  Holder  and other
stockholders  of the Maker in exchange for the surrender of certain promissory
notes  payable  to  them by the Maker.  Purchaser acknowledges and agrees that
the  Note  purchased  by Capitol American Life Insurance Company shall be on a
parity  with  the  rights  of  the  Holder under this Note and the other Notes
without priority or distinction, and that no payments of principal or interest
on  this  Note  shall  be  made  by  the  Company unless a pro rata payment of
principal  and  interest  is paid to the holders of all Notes outstanding from
time  to  time.  The terms and provisions of the Securities Purchase Agreement
shall  govern  the  terms and provisions of this Note and any conflict between
this  Note  and  the  Securities  Purchase  Agreement shall be resolved by the
Securities  Purchase  Agreement.

     1.       Payment of Principal.  Subject to acceleration as provided for
elsewhere  in this 12% Subordinated Convertible Note ("Note"), the Maker shall
pay  to  the Holder the principal balance of this Note on April 11, 2000, plus
all  accrued and unpaid interest on the full principal balance of this Note as
of  that  date.

     2.          Interest.   Interest on the unpaid principal balance hereof
existing  from  time  to  time  shall  accrue  at  the  rate of 12% per annum;
provided,  however, interest shall accrue at the rate of 15% per annum so long
as  an  "Event of Default," as specified in Section 4(a), exists hereunder. 
Interest  shall  be  calculated  on  the  basis  of  actual  daily balances of
outstanding  principal  for  the  exact  number  of days the principal remains
outstanding  and  shall  be computed on the basis of a 360-day year.  Interest
shall be due and payable on a quarterly basis, on March 31, June 30, September
30  and  December  31.

     3.      Prepayment.  The Maker may not prepay all or any portion of the
unpaid  principal  balance  hereof  or accrued interest without the consent of
Holder.

     4.          Default  and  Remedy.

     (a)       An "Event of Default" under this Note shall mean the occurrence
of  any  of  the  following  events:  (i) the Maker defaults in the payment of
principal  of  or  interest  on this Note when due and the Maker does not cure
that  default within 5 days after the due date; (ii) the Maker defaults in the
performance  of  any  obligation  under  this  Note  (other  than  the payment
described  in  the  immediately  preceding  clause) and the does not cure that
default  within  30 days after receipt by the Maker of written notice from the
Holder;  (iii)  an "Event of Default" or a "Triggering Event", both as defined
in the Securities Purchase Agreement, shall occur; or (iv) the Maker commences
proceedings in any court under the United States Bankruptcy Code, or any other
debtors'  relief  or insolvency act, whether state or federal (the "Bankruptcy
Laws"),  or  any  other person commences proceedings under the Bankruptcy Laws
against  the Maker and those proceedings are not stayed or dismissed within 60
days.

     (b)     If any Event of Default occurs and is continuing, then the Holder
shall  have  the  right  and  option  to declare, by notice in writing sent by
registered  or  certified mail to the Maker, the full unpaid principal balance
hereof, together with all accrued and unpaid interest thereon, immediately due
and  payable  without  further  demand,  notice,  or presentment for payment. 
Alternatively,  if  a Triggering Event occurs, the Holder shall have the right
and  option  to  cause the Maker to redeem this Note pursuant to the procedure
set  forth  in  Section  10.3  of  the  Securities  Purchase  Agreement.

     (c)         If this Note is collected or attempted to be collected by the
initiation  or  prosecution of any suit or through any bankruptcy court, or by
any  judicial  proceeding,  or  is  placed  in  the  hands  of  attorneys  for
collection,  then  the Maker shall pay, in addition to all other amounts owing
hereunder,  all  court  costs  and  reasonable attorney's fees incurred by the
Holder.
     5.          Subordination.

     (a)      Subordination to Senior Debt.  Notwithstanding anything to the
contrary  contained  in  this  Note,  the  Maker covenants and agrees, and the
Holder  by  acceptance  of  this  Note likewise covenants and agrees, that the
Maker's  indebtedness  under  this Note shall be junior and subordinate to the
Senior Indebtedness (as hereafter defined) to the extent and in the manner set
forth in this Section 5, except to the extent otherwise agreed to in writing
by  the  Holder and any Senior Lender (as hereinafter defined) with respect to
the  Senior  Indebtedness  held  by  or  payable  to that Senior Lender.  Each
subsection  of this Section 5 shall be given independent effect so that if a
particular payment or action is prohibited by any one of these subsections, it
shall  be  prohibited although it otherwise would not be prohibited by another
subsection.

     (b)          Payment  Default on Senior Indebtedness.  If at any time a
default  occurs  in  the  payment  when  due  (whether  at  maturity  or  upon
acceleration  or mandatory prepayment, or on any principal installment payment
date or interest payment date, or otherwise) ("Payment Default") of any Senior
Indebtedness,  then  at all times thereafter until (i) the Payment Default has
been  cured,  (ii)  the  Payment Default or the benefits of this sentence have
been  waived  in  writing  by  or on behalf of the Senior Lenders holding that
Senior  Indebtedness,  or  (iii)  payment  in  full  of  all  affected  Senior
Indebtedness,  the  Maker  shall  not,  directly  or  indirectly,  make  any
Distribution  of  Assets  (as  hereinafter defined) or Payment (as hereinafter
defined)  with  respect  to  this  Note.

     (c)        Dissolution, Liquidation or Reorganization of Maker.  In the
event  of any insolvency, bankruptcy or receivership case or proceeding or any
dissolution,  winding  up,  liquidation,  reorganization  or  other  similar
proceeding  relating  to  the  Maker,  its property or its operations (whether
voluntary or involuntary and whether in bankruptcy, insolvency or receivership
proceedings or otherwise), upon an assignment for the benefit of creditors, or
any  other  marshaling of the assets of the Maker, then payment in full of all
Senior  Indebtedness  then  or thereafter to become due shall occur before the
Holder  shall  be  entitled to receive or retain any Distribution of Assets or
Payment  with respect to this Note.  In any such proceedings, any Distribution
of  Assets  or Payment to which the Holder would be entitled if this Note were
not  subordinated to the Senior Indebtedness shall be paid by the Maker or the
agent or other person making such payment or distribution, or by the Holder if
received  by  the  Holder,  directly  to each Senior Lender, pro forma, to the
extent  necessary  to  make  payment in full of all Senior Indebtedness, after
giving  effect to any concurrent payment or distribution to or for the benefit
of  the  Senior  Lenders.

     (d)     Subrogation.  No Distribution of Assets or Payment to which the
Holder  would have been entitled except for the provisions of this Section 5
and  which  are  received  by  or  paid  over  to  the Senior Lenders or their
Representative  (as  hereinafter  defined) shall, as between the Maker and its
creditors  other  than  the  Senior  Lenders and the Holder, be deemed to be a
payment  by  the  Maker  to  the  Senior  Lenders  or on account of the Senior
Indebtedness, and the Holder shall be subrogated (without any duty on the part
of the Senior Lenders to warrant, create, effectuate, preserve or protect such
subrogation)  to  the then or thereafter existing rights of the Senior Lenders
to receive Distributions of Assets or payments made on the Senior Indebtedness
until  this  Note  shall  be  paid  in  full.

     (e)          Payments  Held  in  Trust.    If  the  Holder receives any
Distribution  of  Assets or Payment which the Holder is not entitled to retain
under  the  provisions of this Section 5, any such Distribution of Assets or
Payment  so  received shall be held in trust for the Senior Lenders, shall not
be  commingled  with  any other assets of the Holder, and shall be paid to the
Senior  Lenders,  pro  rata,  to the extent necessary to make payment in full,
after  giving  effect  to any concurrent payment or distribution to or for the
benefit  of  the  Senior  Lenders.

     (f)       Changes in Senior Indebtedness.  Any Senior Lender may at any
time  and  from  time  to  time  with notice to the Holder: (i) extend, renew,
modify,  waive  or  amend  the  terms  of  the Senior Indebtedness; (ii) sell,
exchange,  release  or  otherwise deal with any property pledged, mortgaged or
otherwise securing the Senior Indebtedness; (iii) release any guarantor or any
other  person  liable  in  any  manner for the Senior Indebtedness or amend or
waive  the  terms  of  the  Senior Indebtedness; (iv) exercise or refrain from
exercising any rights against the Maker or any other persons; (v) apply in any
order  any  sums  by  whomever paid or however to the Senior Indebtedness; and
(vi)  take  any  other  action  which  otherwise might be deemed to impair the
Holder's  rights.    Any  and  all  of such actions may be taken by the Senior
Lenders  without  incurring responsibility to the Holder and without impairing
or  releasing  the  Holder's  obligations  to  the  Senior  Lenders.

     (g)          Third-Party  Beneficiary,  Etc..  The foregoing provisions
regarding  subordination  are  solely for the purpose of defining the relative
rights of the Senior Lenders on the one hand and the Holder on the other hand.
 Such  provisions  are  for  the  benefit  of  the  Senior  Lenders (and their
successors  and assigns) and shall be enforceable by them directly against the
Holder  except  to the extent otherwise agreed to in writing by the Holder and
any  other  Senior  Lender.

     (h)     Definitions.  As used in this Section 5 (or as elsewhere used
in  this  Note)  the  following  terms  shall  have  the  meanings  indicated:

"Distribution  of Assets" means any distribution of assets of the Maker or any
of  its  subsidiaries of any kind or character, whether a payment, purchase or
other  acquisition  or  retirement  for  cash,  property,  or securities, with
respect  to  the  Maker's  obligations  under  this  Note.

"Payment" means payment of any obligation now or hereafter existing under this
Note (as it may hereafter be amended, supplemented, or otherwise modified from
time  to  time),  whether  created  directly  or  acquired  by  assignment  or
otherwise,  and  interest  and premiums, if any, thereon and all other amounts
payable  in  respect  thereof  or  in  connection  therewith.

"Representative"  means, with respect to any Senior Indebtedness, the trustee,
agent,  or other representative for one or more of the Senior Lenders, if any,
designated  in  the  indenture,  agreement or document creating, evidencing or
governing  such  Senior  Indebtedness  or  pursuant to which it was issued, or
otherwise  designated  by  the  holders  of  such  Senior  Indebtedness.

"Senior  Indebtedness"  shall  have  the  meaning  specified in the Securities
Purchase  Agreement.

"Senior Lender" or "Senior Lenders" means one or more of the holders of Senior
Indebtedness.

     6.          Conversion.

     (a)         The Holder may, at the Holder's option, at any time, and from
time  to  time, prior to payment in full of this Note, convert the outstanding
Principal Amount of this Note and any accrued but unpaid interest due pursuant
to  Section 2 above (the "Conversion Amount"), in whole or in part (but only
into  full  shares),  into  fully paid and non-assessable shares of the common
stock, no par value of the Maker (the "Common Shares"), at a rate equal to the
amount  of       $3.00 per Common Share (subject to adjustment as set forth in
Section  7)  (the  "Conversion Rate").  In order to exercise this conversion
right,  the  Holder must send written notice of the conversion to the Maker at
least  10 days prior to the specified conversion date.  On the conversion date
(or as soon thereafter as is reasonably practicable), the Maker shall issue to
the Holder a share certificate for the Common Shares acquired upon conversion.

     (c)       Notwithstanding any other provisions of this Section 6 to the
contrary,  the  conversion rights of the Holder shall be subject to compliance
with  all  applicable federal and state securities laws, and the Holder agrees
to  execute  all  required  agreements  and documents required by the Maker to
establish  compliance  with  such  laws.

     (d)      The Maker shall at all times reserve and keep available and free
of  preemptive rights out of its authorized but unissued Common Shares, solely
for  the purpose of issuance upon conversion of the Note, the number of Common
Shares  as  shall  from time to time be sufficient to effect the conversion of
the  Note,  and  if  at  any time the number of authorized but unissued Common
Shares shall not be sufficient to effect the conversion of the Note, the Maker
shall  take  the  corporate  action  necessary  to  increase the number of its
authorized  Common  Shares  to  a  number  sufficient for this purpose.  Maker
further  covenants  that  all shares that may be issued upon the conversion of
this  Note  and payment of the Conversion Price, all as set forth herein, will
be  free  from  all taxes, liens and charges in respect of the issue thereof. 
Maker agrees that its issuance of this Note shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates to
execute  and  issue  the  necessary  certificates  for  the  shares  upon  the
conversion  of  this  Note.

     7.          Adjustments.

(a)          Reorganization,  Merger  or  Sale  of  Assets

     If  at  any  time while this Note, or any portion thereof, is outstanding
there  shall  be  (i)  a  reorganization  (other  than  a  combination,
reclassification,  exchange  or  subdivision  of shares otherwise provided for
herein),  (ii)  a  merger or consolidation with or into another corporation in
which the Maker is not the surviving entity, or a reverse triangular merger in
which  the Maker is the surviving entity but the shares of the Maker's capital
stock  outstanding  immediately prior to the merger are converted by virtue of
the  merger  into  other  property, whether in the form of securities, cash or
otherwise,  or  (iii)  a sale or transfer of the Maker's properties and assets
as,  or  substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall  be made so that the holder of this Note shall thereafter be entitled to
receive  upon  conversion  of the Notes the number of shares of stock or other
securities  or  property  of  the  successor  corporation  resulting from such
reorganization,  merger,  consolidation, sale or transfer that a holder of the
shares  deliverable  upon  conversion of this Note would have been entitled to
receive  in  such  reorganization,  consolidation, merger, sale or transfer if
this  Note  had been converted immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in  this  Section  7.    The foregoing provisions of this Section 7(a) shall
similarly  apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at  the  time  receivable  upon the conversion of this Note.  If the per-share
consideration  payable  to  Holder  for  shares  in  connection  with any such
transaction  is  in  a form other than cash or marketable securities, then the
value  of  such consideration shall be determined in good faith by the Maker's
Board  of  Directors.  In all events, appropriate adjustment (as determined in
good faith by the Maker's Board of Directors) shall be made in the application
of  the  provisions  of  this Note with respect to the rights and interests of
Holder  after  the  transaction,  to  the end that the provisions of this Note
shall  be  applicable  after  that  event,  as  near  as reasonably may be, in
relation  to  any  shares  or other property deliverable after that event upon
conversion  of  this  Note.

(b)          Reclassification.

     If  the  Maker,  at  any  time  while  this Note, or any portion thereof,
remains  outstanding,  by  reclassification  of securities or otherwise, shall
change  any  of  the  securities as to which conversion rights under this Note
exist  into the same or a different number of securities of any other class or
classes, this Note shall thereafter represent the right to acquire such number
and  kind  of  securities  as  would  have been issuable as the result of such
change  with  respect  to  the  securities that were subject to the conversion
rights  under  this  Note  immediately prior to such reclassification or other
change  and  the  Conversion  Price  or  number  of  shares received upon such
conversion  shall be appropriately adjusted, all subject to further adjustment
as  provided  in  this  Section  7.

(c)          Split,  Subdivision  or  Combination  of  Shares.

     If the Maker at any time while this Note, or any portion thereof, remains
outstanding  shall  split,  subdivide  or  combine  the securities as to which
conversion rights under this Note exist, into a different number of securities
of  the  same  class,  the  number of shares issuable upon conversion shall be
proportionately  decreased  in  the  case  of  a  split  or  subdivision  or
proportionately  increased  in  the  case  of  a  combination.

(d)        Adjustments for Dividends in Stock or Other Securities or Property.

     If  while  this  Note,  or  any  portion  hereof, remains outstanding and
unexpired  the  holders  of the securities as to which conversion rights under
this  Note  exist  at the time shall have received, or, on or after the record
date  fixed  for the determination of eligible stockholders, shall have become
entitled  to  receive,  without payment therefor, other or additional stock or
other  securities  or  property  (other  than  cash)  of  the  Maker by way of
dividend,  then  and  in  each  case,  this  Note shall represent the right to
acquire  upon  conversion, in addition to the number of shares of the security
receivable upon conversion of this Note, and without payment of any additional
consideration  therefor, the amount of such other or additional stock or other
securities  or  property (other than cash) of the Maker that such holder would
hold  on  the  date of such conversion had it been the holder of record of the
security  receivable  upon  conversion of this Note on the date hereof and had
thereafter,  during  the period from the date hereof to and including the date
of such conversion, retained such shares and/all other additional stock, other
securities or property available by this Note as aforesaid during such period,
giving  effect  to  all  adjustments  called  for  during  such  period by the
provisions  of  this  Section  7.

(e)          Issuance  of  Shares  Below  Conversion  Price.

     (1)       If while this Note, or any portion hereof, remains outstanding,
the  Maker  shall  offer  and  sell  Additional  Shares  of  Common  Stock (as
hereinafter  defined)  for  consideration  per  share less than the Conversion
Price in effect immediately prior to the issuance of such Additional Shares of
Common Stock, except pursuant to the Maker's Stock Option Plan approved by the
Board  of  Directors, the Conversion Price in effect immediately prior to each
such  issuance shall forthwith be adjusted upon such issuance to a price equal
to  the  price  paid  per  share  for  such Additional Shares of Common Stock.

     (2)         For the purpose of the calculations provided in this Section
7(e),  if  at  any  time or from time to time after the date hereof the Maker
shall  issue  any  rights  or  options  for the purchase of, or stock or other
securities  convertible  into,  Additional Shares of Common Stock (such Common
Stock  or  securities  being  hereinafter  referred  to  as  "Convertible
Securities"),  then,  and in each case, if the Effective Price (as hereinafter
defined)  of such rights, options or Convertible Securities shall be less than
the  Conversion Price, the Maker shall be deemed to have issued at the time of
the  issuance  of such rights or options or Convertible Securities the maximum
number  of  Additional  Shares  of  Common  Stock  issuable  upon  exercise or
conversion  thereof  and to have received as consideration for the issuance of
such  shares an amount equal to the total amount of the consideration, if any,
payable  to  the Maker upon exercise or conversion of such options or rights. 
"Effective  Price" shall mean the quotient determined by dividing the total of
all  of  such  consideration  by  such  maximum number of Additional Shares of
Common  Stock.   No further adjustment shall be made as a result of the actual
issuance  of  Additional  Shares  of  Common Stock on the exercise of any such
rights  or  options  or the conversion of any such Convertible Securities.  In
the  case  of  Convertible  Securities  which have a conversion price which is
based,  in  whole  or in part, upon a discount to the market price or value of
the  Common  Stock,  then for the purposes of calculating the Effective Price,
the    consideration  shall  be deemed to include the minimum conversion price
payable  to  the  Maker.

     If  any such rights or options or the conversion privilege represented by
any  such  Convertible  Securities  shall  expire prior to the Maturity hereof
without  having  been  exercised,  the  adjustment  to  the  number  of shares
available  hereunder  upon the issuance of such rights, options or Convertible
Securities shall be readjusted to the number of shares that would have been in
effect  had  an  adjustment  been  made  on the basis that the only Additional
Shares  of  Common Stock so issued were the Additional Shares of Common Stock,
if  any,  actually issued or sold on the exercise of such rights or options or
rights  of  conversion  of  such  Convertible  Securities, and such Additional
Shares  of  Common  Stock,  if  any, were issued or sold for the consideration
actually received by the Maker for the granting of all such rights or options,
whether  or  not  exercised,  plus  the  consideration received for issuing or
selling  the Convertible Securities actually converted plus the consideration,
if  any,  actually received by the Maker on the conversion of such Convertible
Securities.

               (3)         For the purpose of the calculations provided for in
this  Section          7(e), if at any time or from time to time after the
date  hereof  the  Maker shall issue any rights or options for the purchase of
Convertible  Securities,  then,  in  each  such  case,  if the Effective Price
thereof  is  less than the then Conversion Price, the Maker shall be deemed to
have  issued at the time of the issuance of such rights or options the maximum
number  of  Additional  Shares of Common Stock issuable upon conversion of the
total  amount  of Convertible Securities covered by such rights or options and
to  have  received as consideration for the issuance of such Additional Shares
of  Common  Stock  an  amount  equal  to  the amount of consideration, if any,
received  by  the  Maker  for the issuance of such rights or options, plus the
consideration,  if  any,  payable  to  the  Maker  upon the conversion of such
Convertible  Securities.  "Effective Price" shall mean the quotient determined
by  dividing  the total amount of such consideration by such maximum number of
Additional  Shares  of Common Stock.  No further adjustment of such Conversion
Price  adjusted upon the issuance of such rights or options shall be made as a
result  of the actual issuance of the Convertible Securities upon the exercise
of  such rights or options or upon the actual issuance of Additional Shares of
Common  Stock  upon  the  conversion  of  such  Convertible  Securities.

     (4)     The term "Additional Shares of Common Stock" as used herein shall
mean all shares of Common Stock issued or deemed issued by the Maker after the
date  hereof,  other  than  (i) securities issued pursuant to or in connection
with  the  terms  of  the Securities Purchase Agreement; (ii) shares of Common
Stock  issued  upon  conversion  of  convertible securities or the exercise of
common stock purchase warrants outstanding as of the date hereof; (iii) shares
of  Common  Stock issuable to employees, officers or directors pursuant to the
Maker's  stock  option plan; (iv) shares of Common Stock issued or issuable to
directors  in connection with their service as directors; (v) shares of Common
Stock  issued  or  issuable  to  directors, officers or employees for services
rendered  or  to be rendered pursuant to arrangements approved by the Board of
Directors;  and  (vii)  shares  of  Common  Stock  issued in connection with a
business  combination,  merger,  consolidation,  asset  acquisition  or  the
acquisition  of  the  business of another corporation (through the purchase of
stock  or  assets)  approved  by the Board of Directors and all of the Conseco
Directors  (as  defined  in  the  Securities  Purchase  Agreement).

          (f)          No  Impairment.

     Maker  will  not,  by  any  voluntary  action, avoid or seek to avoid the
observance  or  performance  or  any  of the terms to be observed or performed
hereunder by Maker, but will at all times in good faith assist in the carrying
out  of  all  the provisions of this Section 7 and in the taking of all such
action  as  may  be necessary or appropriate in order to protect the rights of
Holder  against  impairment.

     8.          Notices.  (a) Whenever the number of shares issuable or the
Conversion  Price  hereunder shall be adjusted pursuant to Section 7 hereof,
the  Maker  shall  issue  a  certificate signed by its Chief Financial Officer
setting  forth,  in reasonable detail, the event requiring the adjustment, the
amount  of the adjustment, the method by which such adjustment was calculated,
and  the  Conversion  Price  and  number of shares purchasable hereunder after
giving  effect  to such adjustment, and shall cause a copy of such certificate
to  be  mailed  (by  first-class  mail,  postage  prepaid)  to  Holder.

     (b)    All  notices,  requests, demands, or other communications that are
required  or  may  be  given  pursuant  to  the terms of this Note shall be in
writing and delivery shall be deemed sufficient and to have been duly given on
the  date  of  service if delivered personally or by facsimile transmission if
receipt  is  confirmed  to  the  party to whom notice is to be given or on the
third  day  after  mailing  if  mailed  by  first-class  mail,  return receipt
requested,  and  properly  addressed  as  follows:


<PAGE>
If  to  the  Maker,  to:                    1025  Acuff  Road
                    Bloomington,  Indiana  47404

                    Attention:    Chief  Financial  Officer
                    Fax:    (812)  337-6029


If  to  the  Holder,  to:                    Russell  E.  Algood
                    2800  South  Olcott  Road
                    Bloomington,  Indiana  47401


or  to  such other address as may be specified in writing by any of the above.

     9.          Remedies.    The  remedies  provided  by this Note shall be
cumulative,  and  shall  be in addition to and not exclusive of other remedies
available  at  law, or in equity.  The exercise or waiver by the Holder of any
right  or  remedy available under this Note shall not be deemed to be a waiver
of  any other right or remedy available under this Note, at law, or in equity.

     10.          Miscellaneous.

     (a)        Whenever used herein, the singular includes the plural and the
plural includes the singular.  The term "Maker" means the Corporation named in
the  opening  paragraph  hereof  and  its  successors  and  assigns.

     (b)       Indiana law shall govern this interpretation, construction, and
enforcement  of  this  Note  and  all  transactions  contemplated  hereby,
notwithstanding  any  state's  choice  of  law  rules  to  the  contrary.  Any
litigation related to this Note may be maintained only in the federal district
court  for  the  Southern  District  of Indiana, Indianapolis Division (or any
successor jurisdiction) or in an Indiana state court in Hamilton County or one
of  the  counties  immediately  contiguous  to Hamilton County, and each party
hereby irrevocably consents and submits to the jurisdiction of that federal or
state court and irrevocably waives any objection the party may have based upon
improper  venue,  forum  non  conveniens, or other similar doctrines or rules.

     (c)     Maker and any other party now or hereafter liable for the payment
of  this  Note  in  whole  or  in  part,  hereby  severally  (i) waive demand,
presentment  for  payment,  notice  of nonpayment, protest, notice of protest,
notice  of  intent to accelerate, notice of acceleration and all other notice,
filing  of  suit  and  diligence  in  collecting  this Note, (ii) agree to the
release  of any party primarily or secondarily liable hereon, (iii) agree that
the  Holder  shall  not  be  required  first  to institute suit or exhaust its
remedies  hereon  against Maker or others liable or to become liable hereon or
to  enforce  its  rights  against  them,  and (iv) consent to any extension or
postponement  of time of payment of this Note and to any other indulgence with
respect  hereto  without  notice  thereof  to  any  of  them.

     (d)     Holder, by acceptance hereof, acknowledges that this Note and the
shares  to  be  issued  upon  conversion  hereof are being acquired solely for
Holder's  own  account  and  not  as  a  nominee  for any other party, and for
investment,  and that Holder will not offer, sell or otherwise dispose of this
Note  or  any  shares  to  be  issued  upon  conversion  hereof  except  under
circumstances  that  will  not result in a violation of applicable federal and
state securities laws.  Upon exercise of this Note, Holder shall, if requested
by Maker, confirm in writing, in a form satisfactory to Maker, that the shares
so  purchased  are being acquired solely for Holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and not with a view toward
distribution  or  resale.

               All  shares  issued  upon  exercise  hereof shall be stamped or
imprinted  with  a  legend in substantially the following form (in addition to
any  legend  required  by  state  securities  laws):

          THE  SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
AND  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933.  SUCH
SECURITIES AND ANY SECURITIES OR SHARES ISSUED UPON CONVERSION THEREOF MAY NOT
BE  SOLD  OR  TRANSFERRED  IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM  UNDER  SAID  ACT.

     (e)          The  captions  of  the  sections of this Note are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the meaning or
interpretation  of  any  provision  of  this  Note.

     IN  WITNESS  WHEREOF, THE MAKER HAS EXECUTED, ACKNOWLEDGED, AND DELIVERED
THIS  NOTE  AS  OF  THE  DAY  AND  YEAR  FIRST  ABOVE  WRITTEN.

                              GENERAL  ACCEPTANCE  CORPORATION


                              BY:  __/s/  Martin  C.  Bozarth____

                              PRINTED  :_Martin  C.  Bozarth____

                              TITLE:  __Chief  Financial  Officer_


<PAGE>












































                                Exhibit 10.79
<PAGE>
     THIS SUBORDINATED CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE
 SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND
   MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT (I) PURSUANT TO
 REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (II) IF, IN THE OPINION OF COUNSEL
    REASONABLY SATISFACTORY TO GENERAL ACCEPTANCE CORPORATION THE PROPOSED
TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT
                             SUCH REGISTRATIONS.

THIS  SUBORDINATED  CONVERTIBLE  NOTE  IS  SUBJECT  TO
     A  SUBORDINATION  AGREEMENT  DATED  APRIL  11,  1997,  IN
     FAVOR  OF  GENERAL  ELECTRIC  CAPITAL  CORPORATION.


                     12% SUBORDINATED CONVERTIBLE NOTE

$500,000          Dated:  April  11,  1997

     For  value  received,  General  Acceptance  Corporation,  an  Indiana
corporation  with  its  principal  offices  at  1025  Acuff Road, Bloomington,
Indiana  47404  ("Maker"),  hereby  promises  to  pay  to the order of John G.
Algood,  residing  at 1805 Isleworth Court, Oldsmar, Florida 34677, or assigns
(collectively,  the  "Holder"), at its principal office or at such other place
as  the  Holder  may  direct  in  writing to the Maker, in lawful money of the
United  States  of  America,  the  principal  amount  of Five Hundred Thousand
Dollars  ($500,000)  and interest, as provided herein, all without relief from
valuation  or  appraisement  laws.

     This Note is one of a series of 12% Subordinated Convertible Notes in the
aggregate  principal  amount  of  $13,250,000,  of  which $10,000,000 is being
issued  to  Capitol  American  Life Insurance Company pursuant to a Securities
Purchase  Agreement  dated  as  of  April  11,  1997  ("Securities  Purchase
Agreement")  and  the  balance  are  being  issued  to  the  Holder  and other
stockholders  of the Maker in exchange for the surrender of certain promissory
notes  payable  to  them by the Maker.  Purchaser acknowledges and agrees that
the  Note  purchased  by Capitol American Life Insurance Company shall be on a
parity  with  the  rights  of  the  Holder under this Note and the other Notes
without priority or distinction, and that no payments of principal or interest
on  this  Note  shall  be  made  by  the  Company unless a pro rata payment of
principal  and  interest  is paid to the holders of all Notes outstanding from
time  to  time.  The terms and provisions of the Securities Purchase Agreement
shall  govern  the  terms and provisions of this Note and any conflict between
this  Note  and  the  Securities  Purchase  Agreement shall be resolved by the
Securities  Purchase  Agreement.

     1.       Payment of Principal.  Subject to acceleration as provided for
elsewhere  in this 12% Subordinated Convertible Note ("Note"), the Maker shall
pay  to  the Holder the principal balance of this Note on April 11, 2000, plus
all  accrued and unpaid interest on the full principal balance of this Note as
of  that  date.

     2.          Interest.   Interest on the unpaid principal balance hereof
existing  from  time  to  time  shall  accrue  at  the  rate of 12% per annum;
provided,  however, interest shall accrue at the rate of 15% per annum so long
as  an  "Event of Default," as specified in Section 4(a), exists hereunder. 
Interest  shall  be  calculated  on  the  basis  of  actual  daily balances of
outstanding  principal  for  the  exact  number  of days the principal remains
outstanding  and  shall  be computed on the basis of a 360-day year.  Interest
shall be due and payable on a quarterly basis, on March 31, June 30, September
30  and  December  31.

     3.      Prepayment.  The Maker may not prepay all or any portion of the
unpaid  principal  balance  hereof  or accrued interest without the consent of
Holder.

     4.          Default  and  Remedy.

     (a)       An "Event of Default" under this Note shall mean the occurrence
of  any  of  the  following  events:  (i) the Maker defaults in the payment of
principal  of  or  interest  on this Note when due and the Maker does not cure
that  default within 5 days after the due date; (ii) the Maker defaults in the
performance  of  any  obligation  under  this  Note  (other  than  the payment
described  in  the  immediately  preceding  clause) and the does not cure that
default  within  30 days after receipt by the Maker of written notice from the
Holder;  (iii)  an "Event of Default" or a "Triggering Event", both as defined
in the Securities Purchase Agreement, shall occur; or (iv) the Maker commences
proceedings in any court under the United States Bankruptcy Code, or any other
debtors'  relief  or insolvency act, whether state or federal (the "Bankruptcy
Laws"),  or  any  other person commences proceedings under the Bankruptcy Laws
against  the Maker and those proceedings are not stayed or dismissed within 60
days.

     (b)     If any Event of Default occurs and is continuing, then the Holder
shall  have  the  right  and  option  to declare, by notice in writing sent by
registered  or  certified mail to the Maker, the full unpaid principal balance
hereof, together with all accrued and unpaid interest thereon, immediately due
and  payable  without  further  demand,  notice,  or presentment for payment. 
Alternatively,  if  a Triggering Event occurs, the Holder shall have the right
and  option  to  cause the Maker to redeem this Note pursuant to the procedure
set  forth  in  Section  10.3  of  the  Securities  Purchase  Agreement.

     (c)         If this Note is collected or attempted to be collected by the
initiation  or  prosecution of any suit or through any bankruptcy court, or by
any  judicial  proceeding,  or  is  placed  in  the  hands  of  attorneys  for
collection,  then  the Maker shall pay, in addition to all other amounts owing
hereunder,  all  court  costs  and  reasonable attorney's fees incurred by the
Holder.

<PAGE>
     5.          Subordination.

     (a)      Subordination to Senior Debt.  Notwithstanding anything to the
contrary  contained  in  this  Note,  the  Maker covenants and agrees, and the
Holder  by  acceptance  of  this  Note likewise covenants and agrees, that the
Maker's  indebtedness  under  this Note shall be junior and subordinate to the
Senior Indebtedness (as hereafter defined) to the extent and in the manner set
forth in this Section 5, except to the extent otherwise agreed to in writing
by  the  Holder and any Senior Lender (as hereinafter defined) with respect to
the  Senior  Indebtedness  held  by  or  payable  to that Senior Lender.  Each
subsection  of this Section 5 shall be given independent effect so that if a
particular payment or action is prohibited by any one of these subsections, it
shall  be  prohibited although it otherwise would not be prohibited by another
subsection.

     (b)          Payment  Default on Senior Indebtedness.  If at any time a
default  occurs  in  the  payment  when  due  (whether  at  maturity  or  upon
acceleration  or mandatory prepayment, or on any principal installment payment
date or interest payment date, or otherwise) ("Payment Default") of any Senior
Indebtedness,  then  at all times thereafter until (i) the Payment Default has
been  cured,  (ii)  the  Payment Default or the benefits of this sentence have
been  waived  in  writing  by  or on behalf of the Senior Lenders holding that
Senior  Indebtedness,  or  (iii)  payment  in  full  of  all  affected  Senior
Indebtedness,  the  Maker  shall  not,  directly  or  indirectly,  make  any
Distribution  of  Assets  (as  hereinafter defined) or Payment (as hereinafter
defined)  with  respect  to  this  Note.

     (c)        Dissolution, Liquidation or Reorganization of Maker.  In the
event  of any insolvency, bankruptcy or receivership case or proceeding or any
dissolution,  winding  up,  liquidation,  reorganization  or  other  similar
proceeding  relating  to  the  Maker,  its property or its operations (whether
voluntary or involuntary and whether in bankruptcy, insolvency or receivership
proceedings or otherwise), upon an assignment for the benefit of creditors, or
any  other  marshaling of the assets of the Maker, then payment in full of all
Senior  Indebtedness  then  or thereafter to become due shall occur before the
Holder  shall  be  entitled to receive or retain any Distribution of Assets or
Payment  with respect to this Note.  In any such proceedings, any Distribution
of  Assets  or Payment to which the Holder would be entitled if this Note were
not  subordinated to the Senior Indebtedness shall be paid by the Maker or the
agent or other person making such payment or distribution, or by the Holder if
received  by  the  Holder,  directly  to each Senior Lender, pro forma, to the
extent  necessary  to  make  payment in full of all Senior Indebtedness, after
giving  effect to any concurrent payment or distribution to or for the benefit
of  the  Senior  Lenders.

     (d)     Subrogation.  No Distribution of Assets or Payment to which the
Holder  would have been entitled except for the provisions of this Section 5
and  which  are  received  by  or  paid  over  to  the Senior Lenders or their
Representative  (as  hereinafter  defined) shall, as between the Maker and its
creditors  other  than  the  Senior  Lenders and the Holder, be deemed to be a
payment  by  the  Maker  to  the  Senior  Lenders  or on account of the Senior
Indebtedness, and the Holder shall be subrogated (without any duty on the part
of the Senior Lenders to warrant, create, effectuate, preserve or protect such
subrogation)  to  the then or thereafter existing rights of the Senior Lenders
to receive Distributions of Assets or payments made on the Senior Indebtedness
until  this  Note  shall  be  paid  in  full.

     (e)          Payments  Held  in  Trust.    If  the  Holder receives any
Distribution  of  Assets or Payment which the Holder is not entitled to retain
under  the  provisions of this Section 5, any such Distribution of Assets or
Payment  so  received shall be held in trust for the Senior Lenders, shall not
be  commingled  with  any other assets of the Holder, and shall be paid to the
Senior  Lenders,  pro  rata,  to the extent necessary to make payment in full,
after  giving  effect  to any concurrent payment or distribution to or for the
benefit  of  the  Senior  Lenders.

     (f)       Changes in Senior Indebtedness.  Any Senior Lender may at any
time  and  from  time  to  time  with notice to the Holder: (i) extend, renew,
modify,  waive  or  amend  the  terms  of  the Senior Indebtedness; (ii) sell,
exchange,  release  or  otherwise deal with any property pledged, mortgaged or
otherwise securing the Senior Indebtedness; (iii) release any guarantor or any
other  person  liable  in  any  manner for the Senior Indebtedness or amend or
waive  the  terms  of  the  Senior Indebtedness; (iv) exercise or refrain from
exercising any rights against the Maker or any other persons; (v) apply in any
order  any  sums  by  whomever paid or however to the Senior Indebtedness; and
(vi)  take  any  other  action  which  otherwise might be deemed to impair the
Holder's  rights.    Any  and  all  of such actions may be taken by the Senior
Lenders  without  incurring responsibility to the Holder and without impairing
or  releasing  the  Holder's  obligations  to  the  Senior  Lenders.

     (g)          Third-Party  Beneficiary,  Etc..  The foregoing provisions
regarding  subordination  are  solely for the purpose of defining the relative
rights of the Senior Lenders on the one hand and the Holder on the other hand.
 Such  provisions  are  for  the  benefit  of  the  Senior  Lenders (and their
successors  and assigns) and shall be enforceable by them directly against the
Holder  except  to the extent otherwise agreed to in writing by the Holder and
any  other  Senior  Lender.

     (h)     Definitions.  As used in this Section 5 (or as elsewhere used
in  this  Note)  the  following  terms  shall  have  the  meanings  indicated:

"Distribution  of Assets" means any distribution of assets of the Maker or any
of  its  subsidiaries of any kind or character, whether a payment, purchase or
other  acquisition  or  retirement  for  cash,  property,  or securities, with
respect  to  the  Maker's  obligations  under  this  Note.

"Payment" means payment of any obligation now or hereafter existing under this
Note (as it may hereafter be amended, supplemented, or otherwise modified from
time  to  time),  whether  created  directly  or  acquired  by  assignment  or
otherwise,  and  interest  and premiums, if any, thereon and all other amounts
payable  in  respect  thereof  or  in  connection  therewith.

"Representative"  means, with respect to any Senior Indebtedness, the trustee,
agent,  or other representative for one or more of the Senior Lenders, if any,
designated  in  the  indenture,  agreement or document creating, evidencing or
governing  such  Senior  Indebtedness  or  pursuant to which it was issued, or
otherwise  designated  by  the  holders  of  such  Senior  Indebtedness.

"Senior  Indebtedness"  shall  have  the  meaning  specified in the Securities
Purchase  Agreement.

"Senior Lender" or "Senior Lenders" means one or more of the holders of Senior
Indebtedness.

     6.          Conversion.

     (a)         The Holder may, at the Holder's option, at any time, and from
time  to  time, prior to payment in full of this Note, convert the outstanding
Principal Amount of this Note and any accrued but unpaid interest due pursuant
to  Section 2 above (the "Conversion Amount"), in whole or in part (but only
into  full  shares),  into  fully paid and non-assessable shares of the common
stock, no par value of the Maker (the "Common Shares"), at a rate equal to the
amount  of       $3.00 per Common Share (subject to adjustment as set forth in
Section  7)  (the  "Conversion Rate").  In order to exercise this conversion
right,  the  Holder must send written notice of the conversion to the Maker at
least  10 days prior to the specified conversion date.  On the conversion date
(or as soon thereafter as is reasonably practicable), the Maker shall issue to
the Holder a share certificate for the Common Shares acquired upon conversion.

     (c)       Notwithstanding any other provisions of this Section 6 to the
contrary,  the  conversion rights of the Holder shall be subject to compliance
with  all  applicable federal and state securities laws, and the Holder agrees
to  execute  all  required  agreements  and documents required by the Maker to
establish  compliance  with  such  laws.

     (d)      The Maker shall at all times reserve and keep available and free
of  preemptive rights out of its authorized but unissued Common Shares, solely
for  the purpose of issuance upon conversion of the Note, the number of Common
Shares  as  shall  from time to time be sufficient to effect the conversion of
the  Note,  and  if  at  any time the number of authorized but unissued Common
Shares shall not be sufficient to effect the conversion of the Note, the Maker
shall  take  the  corporate  action  necessary  to  increase the number of its
authorized  Common  Shares  to  a  number  sufficient for this purpose.  Maker
further  covenants  that  all shares that may be issued upon the conversion of
this  Note  and payment of the Conversion Price, all as set forth herein, will
be  free  from  all taxes, liens and charges in respect of the issue thereof. 
Maker agrees that its issuance of this Note shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates to
execute  and  issue  the  necessary  certificates  for  the  shares  upon  the
conversion  of  this  Note.

     7.          Adjustments.

(a)          Reorganization,  Merger  or  Sale  of  Assets

     If  at  any  time while this Note, or any portion thereof, is outstanding
there  shall  be  (i)  a  reorganization  (other  than  a  combination,
reclassification,  exchange  or  subdivision  of shares otherwise provided for
herein),  (ii)  a  merger or consolidation with or into another corporation in
which the Maker is not the surviving entity, or a reverse triangular merger in
which  the Maker is the surviving entity but the shares of the Maker's capital
stock  outstanding  immediately prior to the merger are converted by virtue of
the  merger  into  other  property, whether in the form of securities, cash or
otherwise,  or  (iii)  a sale or transfer of the Maker's properties and assets
as,  or  substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall  be made so that the holder of this Note shall thereafter be entitled to
receive  upon  conversion  of the Notes the number of shares of stock or other
securities  or  property  of  the  successor  corporation  resulting from such
reorganization,  merger,  consolidation, sale or transfer that a holder of the
shares  deliverable  upon  conversion of this Note would have been entitled to
receive  in  such  reorganization,  consolidation, merger, sale or transfer if
this  Note  had been converted immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in  this  Section  7.    The foregoing provisions of this Section 7(a) shall
similarly  apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at  the  time  receivable  upon the conversion of this Note.  If the per-share
consideration  payable  to  Holder  for  shares  in  connection  with any such
transaction  is  in  a form other than cash or marketable securities, then the
value  of  such consideration shall be determined in good faith by the Maker's
Board  of  Directors.  In all events, appropriate adjustment (as determined in
good faith by the Maker's Board of Directors) shall be made in the application
of  the  provisions  of  this Note with respect to the rights and interests of
Holder  after  the  transaction,  to  the end that the provisions of this Note
shall  be  applicable  after  that  event,  as  near  as reasonably may be, in
relation  to  any  shares  or other property deliverable after that event upon
conversion  of  this  Note.

(b)          Reclassification.

     If  the  Maker,  at  any  time  while  this Note, or any portion thereof,
remains  outstanding,  by  reclassification  of securities or otherwise, shall
change  any  of  the  securities as to which conversion rights under this Note
exist  into the same or a different number of securities of any other class or
classes, this Note shall thereafter represent the right to acquire such number
and  kind  of  securities  as  would  have been issuable as the result of such
change  with  respect  to  the  securities that were subject to the conversion
rights  under  this  Note  immediately prior to such reclassification or other
change  and  the  Conversion  Price  or  number  of  shares received upon such
conversion  shall be appropriately adjusted, all subject to further adjustment
as  provided  in  this  Section  7.

(c)          Split,  Subdivision  or  Combination  of  Shares.

     If the Maker at any time while this Note, or any portion thereof, remains
outstanding  shall  split,  subdivide  or  combine  the securities as to which
conversion rights under this Note exist, into a different number of securities
of  the  same  class,  the  number of shares issuable upon conversion shall be
proportionately  decreased  in  the  case  of  a  split  or  subdivision  or
proportionately  increased  in  the  case  of  a  combination.

(d)        Adjustments for Dividends in Stock or Other Securities or Property.

     If  while  this  Note,  or  any  portion  hereof, remains outstanding and
unexpired  the  holders  of the securities as to which conversion rights under
this  Note  exist  at the time shall have received, or, on or after the record
date  fixed  for the determination of eligible stockholders, shall have become
entitled  to  receive,  without payment therefor, other or additional stock or
other  securities  or  property  (other  than  cash)  of  the  Maker by way of
dividend,  then  and  in  each  case,  this  Note shall represent the right to
acquire  upon  conversion, in addition to the number of shares of the security
receivable upon conversion of this Note, and without payment of any additional
consideration  therefor, the amount of such other or additional stock or other
securities  or  property (other than cash) of the Maker that such holder would
hold  on  the  date of such conversion had it been the holder of record of the
security  receivable  upon  conversion of this Note on the date hereof and had
thereafter,  during  the period from the date hereof to and including the date
of such conversion, retained such shares and/all other additional stock, other
securities or property available by this Note as aforesaid during such period,
giving  effect  to  all  adjustments  called  for  during  such  period by the
provisions  of  this  Section  7.

(e)          Issuance  of  Shares  Below  Conversion  Price.

     (1)       If while this Note, or any portion hereof, remains outstanding,
the  Maker  shall  offer  and  sell  Additional  Shares  of  Common  Stock (as
hereinafter  defined)  for  consideration  per  share less than the Conversion
Price in effect immediately prior to the issuance of such Additional Shares of
Common Stock, except pursuant to the Maker's Stock Option Plan approved by the
Board  of  Directors, the Conversion Price in effect immediately prior to each
such  issuance shall forthwith be adjusted upon such issuance to a price equal
to  the  price  paid  per  share  for  such Additional Shares of Common Stock.

     (2)         For the purpose of the calculations provided in this Section
7(e),  if  at  any  time or from time to time after the date hereof the Maker
shall  issue  any  rights  or  options  for the purchase of, or stock or other
securities  convertible  into,  Additional Shares of Common Stock (such Common
Stock  or  securities  being  hereinafter  referred  to  as  "Convertible
Securities"),  then,  and in each case, if the Effective Price (as hereinafter
defined)  of such rights, options or Convertible Securities shall be less than
the  Conversion Price, the Maker shall be deemed to have issued at the time of
the  issuance  of such rights or options or Convertible Securities the maximum
number  of  Additional  Shares  of  Common  Stock  issuable  upon  exercise or
conversion  thereof  and to have received as consideration for the issuance of
such  shares an amount equal to the total amount of the consideration, if any,
payable  to  the Maker upon exercise or conversion of such options or rights. 
"Effective  Price" shall mean the quotient determined by dividing the total of
all  of  such  consideration  by  such  maximum number of Additional Shares of
Common  Stock.   No further adjustment shall be made as a result of the actual
issuance  of  Additional  Shares  of  Common Stock on the exercise of any such
rights  or  options  or the conversion of any such Convertible Securities.  In
the  case  of  Convertible  Securities  which have a conversion price which is
based,  in  whole  or in part, upon a discount to the market price or value of
the  Common  Stock,  then for the purposes of calculating the Effective Price,
the    consideration  shall  be deemed to include the minimum conversion price
payable  to  the  Maker.

     If  any such rights or options or the conversion privilege represented by
any  such  Convertible  Securities  shall  expire prior to the Maturity hereof
without  having  been  exercised,  the  adjustment  to  the  number  of shares
available  hereunder  upon the issuance of such rights, options or Convertible
Securities shall be readjusted to the number of shares that would have been in
effect  had  an  adjustment  been  made  on the basis that the only Additional
Shares  of  Common Stock so issued were the Additional Shares of Common Stock,
if  any,  actually issued or sold on the exercise of such rights or options or
rights  of  conversion  of  such  Convertible  Securities, and such Additional
Shares  of  Common  Stock,  if  any, were issued or sold for the consideration
actually received by the Maker for the granting of all such rights or options,
whether  or  not  exercised,  plus  the  consideration received for issuing or
selling  the Convertible Securities actually converted plus the consideration,
if  any,  actually received by the Maker on the conversion of such Convertible
Securities.

               (3)         For the purpose of the calculations provided for in
this  Section          7(e), if at any time or from time to time after the
date  hereof  the  Maker shall issue any rights or options for the purchase of
Convertible  Securities,  then,  in  each  such  case,  if the Effective Price
thereof  is  less than the then Conversion Price, the Maker shall be deemed to
have  issued at the time of the issuance of such rights or options the maximum
number  of  Additional  Shares of Common Stock issuable upon conversion of the
total  amount  of Convertible Securities covered by such rights or options and
to  have  received as consideration for the issuance of such Additional Shares
of  Common  Stock  an  amount  equal  to  the amount of consideration, if any,
received  by  the  Maker  for the issuance of such rights or options, plus the
consideration,  if  any,  payable  to  the  Maker  upon the conversion of such
Convertible  Securities.  "Effective Price" shall mean the quotient determined
by  dividing  the total amount of such consideration by such maximum number of
Additional  Shares  of Common Stock.  No further adjustment of such Conversion
Price  adjusted upon the issuance of such rights or options shall be made as a
result  of the actual issuance of the Convertible Securities upon the exercise
of  such rights or options or upon the actual issuance of Additional Shares of
Common  Stock  upon  the  conversion  of  such  Convertible  Securities.

     (4)     The term "Additional Shares of Common Stock" as used herein shall
mean all shares of Common Stock issued or deemed issued by the Maker after the
date  hereof,  other  than  (i) securities issued pursuant to or in connection
with  the  terms  of  the Securities Purchase Agreement; (ii) shares of Common
Stock  issued  upon  conversion  of  convertible securities or the exercise of
common stock purchase warrants outstanding as of the date hereof; (iii) shares
of  Common  Stock issuable to employees, officers or directors pursuant to the
Maker's  stock  option plan; (iv) shares of Common Stock issued or issuable to
directors  in connection with their service as directors; (v) shares of Common
Stock  issued  or  issuable  to  directors, officers or employees for services
rendered  or  to be rendered pursuant to arrangements approved by the Board of
Directors;  and  (vii)  shares  of  Common  Stock  issued in connection with a
business  combination,  merger,  consolidation,  asset  acquisition  or  the
acquisition  of  the  business of another corporation (through the purchase of
stock  or  assets)  approved  by the Board of Directors and all of the Conseco
Directors  (as  defined  in  the  Securities  Purchase  Agreement).

          (f)          No  Impairment.

     Maker  will  not,  by  any  voluntary  action, avoid or seek to avoid the
observance  or  performance  or  any  of the terms to be observed or performed
hereunder by Maker, but will at all times in good faith assist in the carrying
out  of  all  the provisions of this Section 7 and in the taking of all such
action  as  may  be necessary or appropriate in order to protect the rights of
Holder  against  impairment.

     8.          Notices.  (a) Whenever the number of shares issuable or the
Conversion  Price  hereunder shall be adjusted pursuant to Section 7 hereof,
the  Maker  shall  issue  a  certificate signed by its Chief Financial Officer
setting  forth,  in reasonable detail, the event requiring the adjustment, the
amount  of the adjustment, the method by which such adjustment was calculated,
and  the  Conversion  Price  and  number of shares purchasable hereunder after
giving  effect  to such adjustment, and shall cause a copy of such certificate
to  be  mailed  (by  first-class  mail,  postage  prepaid)  to  Holder.

     (b)    All  notices,  requests, demands, or other communications that are
required  or  may  be  given  pursuant  to  the terms of this Note shall be in
writing and delivery shall be deemed sufficient and to have been duly given on
the  date  of  service if delivered personally or by facsimile transmission if
receipt  is  confirmed  to  the  party to whom notice is to be given or on the
third  day  after  mailing  if  mailed  by  first-class  mail,  return receipt
requested,  and  properly  addressed  as  follows:


<PAGE>
If  to  the  Maker,  to:                    1025  Acuff  Road
                    Bloomington,  Indiana  47404

                    Attention:    Chief  Financial  Officer
                    Fax:    (812)  337-6029


If  to  the  Holder,  to:                    Russell  E.  Algood
                    2800  South  Olcott  Road
                    Bloomington,  Indiana  47401


or  to  such other address as may be specified in writing by any of the above.

     9.          Remedies.    The  remedies  provided  by this Note shall be
cumulative,  and  shall  be in addition to and not exclusive of other remedies
available  at  law, or in equity.  The exercise or waiver by the Holder of any
right  or  remedy available under this Note shall not be deemed to be a waiver
of  any other right or remedy available under this Note, at law, or in equity.

     10.          Miscellaneous.

     (a)        Whenever used herein, the singular includes the plural and the
plural includes the singular.  The term "Maker" means the Corporation named in
the  opening  paragraph  hereof  and  its  successors  and  assigns.

     (b)       Indiana law shall govern this interpretation, construction, and
enforcement  of  this  Note  and  all  transactions  contemplated  hereby,
notwithstanding  any  state's  choice  of  law  rules  to  the  contrary.  Any
litigation related to this Note may be maintained only in the federal district
court  for  the  Southern  District  of Indiana, Indianapolis Division (or any
successor jurisdiction) or in an Indiana state court in Hamilton County or one
of  the  counties  immediately  contiguous  to Hamilton County, and each party
hereby irrevocably consents and submits to the jurisdiction of that federal or
state court and irrevocably waives any objection the party may have based upon
improper  venue,  forum  non  conveniens, or other similar doctrines or rules.

     (c)     Maker and any other party now or hereafter liable for the payment
of  this  Note  in  whole  or  in  part,  hereby  severally  (i) waive demand,
presentment  for  payment,  notice  of nonpayment, protest, notice of protest,
notice  of  intent to accelerate, notice of acceleration and all other notice,
filing  of  suit  and  diligence  in  collecting  this Note, (ii) agree to the
release  of any party primarily or secondarily liable hereon, (iii) agree that
the  Holder  shall  not  be  required  first  to institute suit or exhaust its
remedies  hereon  against Maker or others liable or to become liable hereon or
to  enforce  its  rights  against  them,  and (iv) consent to any extension or
postponement  of time of payment of this Note and to any other indulgence with
respect  hereto  without  notice  thereof  to  any  of  them.

     (d)     Holder, by acceptance hereof, acknowledges that this Note and the
shares  to  be  issued  upon  conversion  hereof are being acquired solely for
Holder's  own  account  and  not  as  a  nominee  for any other party, and for
investment,  and that Holder will not offer, sell or otherwise dispose of this
Note  or  any  shares  to  be  issued  upon  conversion  hereof  except  under
circumstances  that  will  not result in a violation of applicable federal and
state securities laws.  Upon exercise of this Note, Holder shall, if requested
by Maker, confirm in writing, in a form satisfactory to Maker, that the shares
so  purchased  are being acquired solely for Holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and not with a view toward
distribution  or  resale.

               All  shares  issued  upon  exercise  hereof shall be stamped or
imprinted  with  a  legend in substantially the following form (in addition to
any  legend  required  by  state  securities  laws):

          THE  SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
AND  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933.  SUCH
SECURITIES AND ANY SECURITIES OR SHARES ISSUED UPON CONVERSION THEREOF MAY NOT
BE  SOLD  OR  TRANSFERRED  IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM  UNDER  SAID  ACT.

     (e)          The  captions  of  the  sections of this Note are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the meaning or
interpretation  of  any  provision  of  this  Note.

     IN  WITNESS  WHEREOF, THE MAKER HAS EXECUTED, ACKNOWLEDGED, AND DELIVERED
THIS  NOTE  AS  OF  THE  DAY  AND  YEAR  FIRST  ABOVE  WRITTEN.

                              GENERAL  ACCEPTANCE  CORPORATION


                              BY:            /s/Martin  C.  Bozarth

                              PRINTED:  _Martin  C.  Bozarth____

                              TITLE:        Chief  Financial  Officer




<PAGE>











































                                Exhibit 10.80

<PAGE>
THIS  SUBORDINATED  CONVERTIBLE  NOTE  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND
MAY  NOT  BE  OFFERED,  SOLD,  TRANSFERRED  OR ASSIGNED EXCEPT (I) PURSUANT TO
REGISTRATIONS  THEREOF  UNDER SUCH LAWS, OR (II) IF, IN THE OPINION OF COUNSEL
REASONABLY  SATISFACTORY  TO  GENERAL  ACCEPTANCE  CORPORATION  THE  PROPOSED
TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT
SUCH  REGISTRATIONS.

THIS  SUBORDINATED  CONVERTIBLE  NOTE  IS  SUBJECT  TO
     A  SUBORDINATION  AGREEMENT  DATED  APRIL  11,  1997,  IN
     FAVOR  OF  GENERAL  ELECTRIC  CAPITAL  CORPORATION.


                     12% SUBORDINATED CONVERTIBLE NOTE

$1,000,000          Dated:  April  11,  1997

     For  value  received,  General  Acceptance  Corporation,  an  Indiana
corporation  with  its  principal  offices  at  1025  Acuff Road, Bloomington,
Indiana  47404 ("Maker"), hereby promises to pay to the order of Janet Algood,
residing  at  3810  Easy  Street,  Bloomington,  Indiana  47404,  or  assigns
(collectively,  the  "Holder"), at its principal office or at such other place
as  the  Holder  may  direct  in  writing to the Maker, in lawful money of the
United  States  of  America,  the  principal  amount  of  One  Million Dollars
($1,000,000)  and  interest,  as  provided  herein,  all  without  relief from
valuation  or  appraisement  laws.

     This Note is one of a series of 12% Subordinated Convertible Notes in the
aggregate  principal  amount  of  $13,250,000,  of  which $10,000,000 is being
issued  to  Capitol  American  Life Insurance Company pursuant to a Securities
Purchase  Agreement  dated  as  of  April  11,  1997  ("Securities  Purchase
Agreement")  and  the  balance  are  being  issued  to  the  Holder  and other
stockholders  of the Maker in exchange for the surrender of certain promissory
notes  payable  to  them by the Maker.  Purchaser acknowledges and agrees that
the  Note  purchased  by Capitol American Life Insurance Company shall be on a
parity  with  the  rights  of  the  Holder under this Note and the other Notes
without priority or distinction, and that no payments of principal or interest
on  this  Note  shall  be  made  by  the  Company unless a pro rata payment of
principal  and  interest  is paid to the holders of all Notes outstanding from
time  to  time.  The terms and provisions of the Securities Purchase Agreement
shall  govern  the  terms and provisions of this Note and any conflict between
this  Note  and  the  Securities  Purchase  Agreement shall be resolved by the
Securities  Purchase  Agreement.

     1.       Payment of Principal.  Subject to acceleration as provided for
elsewhere  in this 12% Subordinated Convertible Note ("Note"), the Maker shall
pay to the Holder the principal balance of this Note on April, 2000, plus all
accrued  and  unpaid interest on the full principal balance of this Note as of
that  date.

     2.          Interest.   Interest on the unpaid principal balance hereof
existing  from  time  to  time  shall  accrue  at  the  rate of 12% per annum;
provided,  however, interest shall accrue at the rate of 15% per annum so long
as  an  "Event of Default," as specified in Section 4(a), exists hereunder. 
Interest  shall  be  calculated  on  the  basis  of  actual  daily balances of
outstanding  principal  for  the  exact  number  of days the principal remains
outstanding  and  shall  be computed on the basis of a 360-day year.  Interest
shall be due and payable on a quarterly basis, on March 31, June 30, September
30  and  December  31.

     3.      Prepayment.  The Maker may not prepay all or any portion of the
unpaid  principal  balance  hereof  or accrued interest without the consent of
Holder.

     4.          Default  and  Remedy.

     (a)       An "Event of Default" under this Note shall mean the occurrence
of  any  of  the  following  events:  (i) the Maker defaults in the payment of
principal  of  or  interest  on this Note when due and the Maker does not cure
that  default within 5 days after the due date; (ii) the Maker defaults in the
performance  of  any  obligation  under  this  Note  (other  than  the payment
described  in  the  immediately  preceding  clause) and the does not cure that
default  within  30 days after receipt by the Maker of written notice from the
Holder;  (iii)  an "Event of Default" or a "Triggering Event", both as defined
in the Securities Purchase Agreement, shall occur; or (iv) the Maker commences
proceedings in any court under the United States Bankruptcy Code, or any other
debtors'  relief  or insolvency act, whether state or federal (the "Bankruptcy
Laws"),  or  any  other person commences proceedings under the Bankruptcy Laws
against  the Maker and those proceedings are not stayed or dismissed within 60
days.

     (b)     If any Event of Default occurs and is continuing, then the Holder
shall  have  the  right  and  option  to declare, by notice in writing sent by
registered  or  certified mail to the Maker, the full unpaid principal balance
hereof, together with all accrued and unpaid interest thereon, immediately due
and  payable  without  further  demand,  notice,  or presentment for payment. 
Alternatively,  if  a Triggering Event occurs, the Holder shall have the right
and  option  to  cause the Maker to redeem this Note pursuant to the procedure
set  forth  in  Section  10.3  of  the  Securities  Purchase  Agreement.

     (c)         If this Note is collected or attempted to be collected by the
initiation  or  prosecution of any suit or through any bankruptcy court, or by
any  judicial  proceeding,  or  is  placed  in  the  hands  of  attorneys  for
collection,  then  the Maker shall pay, in addition to all other amounts owing
hereunder,  all  court  costs  and  reasonable attorney's fees incurred by the
Holder.

<PAGE>
     5.          Subordination.

     (a)      Subordination to Senior Debt.  Notwithstanding anything to the
contrary  contained  in  this  Note,  the  Maker covenants and agrees, and the
Holder  by  acceptance  of  this  Note likewise covenants and agrees, that the
Maker's  indebtedness  under  this Note shall be junior and subordinate to the
Senior Indebtedness (as hereafter defined) to the extent and in the manner set
forth in this Section 5, except to the extent otherwise agreed to in writing
by  the  Holder and any Senior Lender (as hereinafter defined) with respect to
the  Senior  Indebtedness  held  by  or  payable  to that Senior Lender.  Each
subsection  of this Section 5 shall be given independent effect so that if a
particular payment or action is prohibited by any one of these subsections, it
shall  be  prohibited although it otherwise would not be prohibited by another
subsection.

     (b)          Payment  Default on Senior Indebtedness.  If at any time a
default  occurs  in  the  payment  when  due  (whether  at  maturity  or  upon
acceleration  or mandatory prepayment, or on any principal installment payment
date or interest payment date, or otherwise) ("Payment Default") of any Senior
Indebtedness,  then  at all times thereafter until (i) the Payment Default has
been  cured,  (ii)  the  Payment Default or the benefits of this sentence have
been  waived  in  writing  by  or on behalf of the Senior Lenders holding that
Senior  Indebtedness,  or  (iii)  payment  in  full  of  all  affected  Senior
Indebtedness,  the  Maker  shall  not,  directly  or  indirectly,  make  any
Distribution  of  Assets  (as  hereinafter defined) or Payment (as hereinafter
defined)  with  respect  to  this  Note.

     (c)        Dissolution, Liquidation or Reorganization of Maker.  In the
event  of any insolvency, bankruptcy or receivership case or proceeding or any
dissolution,  winding  up,  liquidation,  reorganization  or  other  similar
proceeding  relating  to  the  Maker,  its property or its operations (whether
voluntary or involuntary and whether in bankruptcy, insolvency or receivership
proceedings or otherwise), upon an assignment for the benefit of creditors, or
any  other  marshaling of the assets of the Maker, then payment in full of all
Senior  Indebtedness  then  or thereafter to become due shall occur before the
Holder  shall  be  entitled to receive or retain any Distribution of Assets or
Payment  with respect to this Note.  In any such proceedings, any Distribution
of  Assets  or Payment to which the Holder would be entitled if this Note were
not  subordinated to the Senior Indebtedness shall be paid by the Maker or the
agent or other person making such payment or distribution, or by the Holder if
received  by  the  Holder,  directly  to each Senior Lender, pro forma, to the
extent  necessary  to  make  payment in full of all Senior Indebtedness, after
giving  effect to any concurrent payment or distribution to or for the benefit
of  the  Senior  Lenders.

     (d)     Subrogation.  No Distribution of Assets or Payment to which the
Holder  would have been entitled except for the provisions of this Section 5
and  which  are  received  by  or  paid  over  to  the Senior Lenders or their
Representative  (as  hereinafter  defined) shall, as between the Maker and its
creditors  other  than  the  Senior  Lenders and the Holder, be deemed to be a
payment  by  the  Maker  to  the  Senior  Lenders  or on account of the Senior
Indebtedness, and the Holder shall be subrogated (without any duty on the part
of the Senior Lenders to warrant, create, effectuate, preserve or protect such
subrogation)  to  the then or thereafter existing rights of the Senior Lenders
to receive Distributions of Assets or payments made on the Senior Indebtedness
until  this  Note  shall  be  paid  in  full.

     (e)          Payments  Held  in  Trust.    If  the  Holder receives any
Distribution  of  Assets or Payment which the Holder is not entitled to retain
under  the  provisions of this Section 5, any such Distribution of Assets or
Payment  so  received shall be held in trust for the Senior Lenders, shall not
be  commingled  with  any other assets of the Holder, and shall be paid to the
Senior  Lenders,  pro  rata,  to the extent necessary to make payment in full,
after  giving  effect  to any concurrent payment or distribution to or for the
benefit  of  the  Senior  Lenders.

     (f)       Changes in Senior Indebtedness.  Any Senior Lender may at any
time  and  from  time  to  time  with notice to the Holder: (i) extend, renew,
modify,  waive  or  amend  the  terms  of  the Senior Indebtedness; (ii) sell,
exchange,  release  or  otherwise deal with any property pledged, mortgaged or
otherwise securing the Senior Indebtedness; (iii) release any guarantor or any
other  person  liable  in  any  manner for the Senior Indebtedness or amend or
waive  the  terms  of  the  Senior Indebtedness; (iv) exercise or refrain from
exercising any rights against the Maker or any other persons; (v) apply in any
order  any  sums  by  whomever paid or however to the Senior Indebtedness; and
(vi)  take  any  other  action  which  otherwise might be deemed to impair the
Holder's  rights.    Any  and  all  of such actions may be taken by the Senior
Lenders  without  incurring responsibility to the Holder and without impairing
or  releasing  the  Holder's  obligations  to  the  Senior  Lenders.

     (g)          Third-Party  Beneficiary,  Etc..  The foregoing provisions
regarding  subordination  are  solely for the purpose of defining the relative
rights of the Senior Lenders on the one hand and the Holder on the other hand.
 Such  provisions  are  for  the  benefit  of  the  Senior  Lenders (and their
successors  and assigns) and shall be enforceable by them directly against the
Holder  except  to the extent otherwise agreed to in writing by the Holder and
any  other  Senior  Lender.

     (h)     Definitions.  As used in this Section 5 (or as elsewhere used
in  this  Note)  the  following  terms  shall  have  the  meanings  indicated:

"Distribution  of Assets" means any distribution of assets of the Maker or any
of  its  subsidiaries of any kind or character, whether a payment, purchase or
other  acquisition  or  retirement  for  cash,  property,  or securities, with
respect  to  the  Maker's  obligations  under  this  Note.

"Payment" means payment of any obligation now or hereafter existing under this
Note (as it may hereafter be amended, supplemented, or otherwise modified from
time  to  time),  whether  created  directly  or  acquired  by  assignment  or
otherwise,  and  interest  and premiums, if any, thereon and all other amounts
payable  in  respect  thereof  or  in  connection  therewith.

"Representative"  means, with respect to any Senior Indebtedness, the trustee,
agent,  or other representative for one or more of the Senior Lenders, if any,
designated  in  the  indenture,  agreement or document creating, evidencing or
governing  such  Senior  Indebtedness  or  pursuant to which it was issued, or
otherwise  designated  by  the  holders  of  such  Senior  Indebtedness.

"Senior  Indebtedness"  shall  have  the  meaning  specified in the Securities
Purchase  Agreement.

"Senior Lender" or "Senior Lenders" means one or more of the holders of Senior
Indebtedness.

     6.          Conversion.

     (a)         The Holder may, at the Holder's option, at any time, and from
time  to  time, prior to payment in full of this Note, convert the outstanding
Principal Amount of this Note and any accrued but unpaid interest due pursuant
to  Section 2 above (the "Conversion Amount"), in whole or in part (but only
into  full  shares),  into  fully paid and non-assessable shares of the common
stock, no par value of the Maker (the "Common Shares"), at a rate equal to the
amount  of       $3.00 per Common Share (subject to adjustment as set forth in
Section  7)  (the  "Conversion Rate").  In order to exercise this conversion
right,  the  Holder must send written notice of the conversion to the Maker at
least  10 days prior to the specified conversion date.  On the conversion date
(or as soon thereafter as is reasonably practicable), the Maker shall issue to
the Holder a share certificate for the Common Shares acquired upon conversion.

     (c)       Notwithstanding any other provisions of this Section 6 to the
contrary,  the  conversion rights of the Holder shall be subject to compliance
with  all  applicable federal and state securities laws, and the Holder agrees
to  execute  all  required  agreements  and documents required by the Maker to
establish  compliance  with  such  laws.

     (d)      The Maker shall at all times reserve and keep available and free
of  preemptive rights out of its authorized but unissued Common Shares, solely
for  the purpose of issuance upon conversion of the Note, the number of Common
Shares  as  shall  from time to time be sufficient to effect the conversion of
the  Note,  and  if  at  any time the number of authorized but unissued Common
Shares shall not be sufficient to effect the conversion of the Note, the Maker
shall  take  the  corporate  action  necessary  to  increase the number of its
authorized  Common  Shares  to  a  number  sufficient for this purpose.  Maker
further  covenants  that  all shares that may be issued upon the conversion of
this  Note  and payment of the Conversion Price, all as set forth herein, will
be  free  from  all taxes, liens and charges in respect of the issue thereof. 
Maker agrees that its issuance of this Note shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates to
execute  and  issue  the  necessary  certificates  for  the  shares  upon  the
conversion  of  this  Note.

     7.          Adjustments.

(a)          Reorganization,  Merger  or  Sale  of  Assets

     If  at  any  time while this Note, or any portion thereof, is outstanding
there  shall  be  (i)  a  reorganization  (other  than  a  combination,
reclassification,  exchange  or  subdivision  of shares otherwise provided for
herein),  (ii)  a  merger or consolidation with or into another corporation in
which the Maker is not the surviving entity, or a reverse triangular merger in
which  the Maker is the surviving entity but the shares of the Maker's capital
stock  outstanding  immediately prior to the merger are converted by virtue of
the  merger  into  other  property, whether in the form of securities, cash or
otherwise,  or  (iii)  a sale or transfer of the Maker's properties and assets
as,  or  substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall  be made so that the holder of this Note shall thereafter be entitled to
receive  upon  conversion  of the Notes the number of shares of stock or other
securities  or  property  of  the  successor  corporation  resulting from such
reorganization,  merger,  consolidation, sale or transfer that a holder of the
shares  deliverable  upon  conversion of this Note would have been entitled to
receive  in  such  reorganization,  consolidation, merger, sale or transfer if
this  Note  had been converted immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in  this  Section  7.    The foregoing provisions of this Section 7(a) shall
similarly  apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at  the  time  receivable  upon the conversion of this Note.  If the per-share
consideration  payable  to  Holder  for  shares  in  connection  with any such
transaction  is  in  a form other than cash or marketable securities, then the
value  of  such consideration shall be determined in good faith by the Maker's
Board  of  Directors.  In all events, appropriate adjustment (as determined in
good faith by the Maker's Board of Directors) shall be made in the application
of  the  provisions  of  this Note with respect to the rights and interests of
Holder  after  the  transaction,  to  the end that the provisions of this Note
shall  be  applicable  after  that  event,  as  near  as reasonably may be, in
relation  to  any  shares  or other property deliverable after that event upon
conversion  of  this  Note.

(b)          Reclassification.

     If  the  Maker,  at  any  time  while  this Note, or any portion thereof,
remains  outstanding,  by  reclassification  of securities or otherwise, shall
change  any  of  the  securities as to which conversion rights under this Note
exist  into the same or a different number of securities of any other class or
classes, this Note shall thereafter represent the right to acquire such number
and  kind  of  securities  as  would  have been issuable as the result of such
change  with  respect  to  the  securities that were subject to the conversion
rights  under  this  Note  immediately prior to such reclassification or other
change  and  the  Conversion  Price  or  number  of  shares received upon such
conversion  shall be appropriately adjusted, all subject to further adjustment
as  provided  in  this  Section  7.

(c)          Split,  Subdivision  or  Combination  of  Shares.

     If the Maker at any time while this Note, or any portion thereof, remains
outstanding  shall  split,  subdivide  or  combine  the securities as to which
conversion rights under this Note exist, into a different number of securities
of  the  same  class,  the  number of shares issuable upon conversion shall be
proportionately  decreased  in  the  case  of  a  split  or  subdivision  or
proportionately  increased  in  the  case  of  a  combination.

(d)        Adjustments for Dividends in Stock or Other Securities or Property.

     If  while  this  Note,  or  any  portion  hereof, remains outstanding and
unexpired  the  holders  of the securities as to which conversion rights under
this  Note  exist  at the time shall have received, or, on or after the record
date  fixed  for the determination of eligible stockholders, shall have become
entitled  to  receive,  without payment therefor, other or additional stock or
other  securities  or  property  (other  than  cash)  of  the  Maker by way of
dividend,  then  and  in  each  case,  this  Note shall represent the right to
acquire  upon  conversion, in addition to the number of shares of the security
receivable upon conversion of this Note, and without payment of any additional
consideration  therefor, the amount of such other or additional stock or other
securities  or  property (other than cash) of the Maker that such holder would
hold  on  the  date of such conversion had it been the holder of record of the
security  receivable  upon  conversion of this Note on the date hereof and had
thereafter,  during  the period from the date hereof to and including the date
of such conversion, retained such shares and/all other additional stock, other
securities or property available by this Note as aforesaid during such period,
giving  effect  to  all  adjustments  called  for  during  such  period by the
provisions  of  this  Section  7.

(e)          Issuance  of  Shares  Below  Conversion  Price.

     (1)       If while this Note, or any portion hereof, remains outstanding,
the  Maker  shall  offer  and  sell  Additional  Shares  of  Common  Stock (as
hereinafter  defined)  for  consideration  per  share less than the Conversion
Price in effect immediately prior to the issuance of such Additional Shares of
Common Stock, except pursuant to the Maker's Stock Option Plan approved by the
Board  of  Directors, the Conversion Price in effect immediately prior to each
such  issuance shall forthwith be adjusted upon such issuance to a price equal
to  the  price  paid  per  share  for  such Additional Shares of Common Stock.

     (2)         For the purpose of the calculations provided in this Section
7(e),  if  at  any  time or from time to time after the date hereof the Maker
shall  issue  any  rights  or  options  for the purchase of, or stock or other
securities  convertible  into,  Additional Shares of Common Stock (such Common
Stock  or  securities  being  hereinafter  referred  to  as  "Convertible
Securities"),  then,  and in each case, if the Effective Price (as hereinafter
defined)  of such rights, options or Convertible Securities shall be less than
the  Conversion Price, the Maker shall be deemed to have issued at the time of
the  issuance  of such rights or options or Convertible Securities the maximum
number  of  Additional  Shares  of  Common  Stock  issuable  upon  exercise or
conversion  thereof  and to have received as consideration for the issuance of
such  shares an amount equal to the total amount of the consideration, if any,
payable  to  the Maker upon exercise or conversion of such options or rights. 
"Effective  Price" shall mean the quotient determined by dividing the total of
all  of  such  consideration  by  such  maximum number of Additional Shares of
Common  Stock.   No further adjustment shall be made as a result of the actual
issuance  of  Additional  Shares  of  Common Stock on the exercise of any such
rights  or  options  or the conversion of any such Convertible Securities.  In
the  case  of  Convertible  Securities  which have a conversion price which is
based,  in  whole  or in part, upon a discount to the market price or value of
the  Common  Stock,  then for the purposes of calculating the Effective Price,
the    consideration  shall  be deemed to include the minimum conversion price
payable  to  the  Maker.

     If  any such rights or options or the conversion privilege represented by
any  such  Convertible  Securities  shall  expire prior to the Maturity hereof
without  having  been  exercised,  the  adjustment  to  the  number  of shares
available  hereunder  upon the issuance of such rights, options or Convertible
Securities shall be readjusted to the number of shares that would have been in
effect  had  an  adjustment  been  made  on the basis that the only Additional
Shares  of  Common Stock so issued were the Additional Shares of Common Stock,
if  any,  actually issued or sold on the exercise of such rights or options or
rights  of  conversion  of  such  Convertible  Securities, and such Additional
Shares  of  Common  Stock,  if  any, were issued or sold for the consideration
actually received by the Maker for the granting of all such rights or options,
whether  or  not  exercised,  plus  the  consideration received for issuing or
selling  the Convertible Securities actually converted plus the consideration,
if  any,  actually received by the Maker on the conversion of such Convertible
Securities.

               (3)         For the purpose of the calculations provided for in
this  Section          7(e), if at any time or from time to time after the
date  hereof  the  Maker shall issue any rights or options for the purchase of
Convertible  Securities,  then,  in  each  such  case,  if the Effective Price
thereof  is  less than the then Conversion Price, the Maker shall be deemed to
have  issued at the time of the issuance of such rights or options the maximum
number  of  Additional  Shares of Common Stock issuable upon conversion of the
total  amount  of Convertible Securities covered by such rights or options and
to  have  received as consideration for the issuance of such Additional Shares
of  Common  Stock  an  amount  equal  to  the amount of consideration, if any,
received  by  the  Maker  for the issuance of such rights or options, plus the
consideration,  if  any,  payable  to  the  Maker  upon the conversion of such
Convertible  Securities.  "Effective Price" shall mean the quotient determined
by  dividing  the total amount of such consideration by such maximum number of
Additional  Shares  of Common Stock.  No further adjustment of such Conversion
Price  adjusted upon the issuance of such rights or options shall be made as a
result  of the actual issuance of the Convertible Securities upon the exercise
of  such rights or options or upon the actual issuance of Additional Shares of
Common  Stock  upon  the  conversion  of  such  Convertible  Securities.

     (4)     The term "Additional Shares of Common Stock" as used herein shall
mean all shares of Common Stock issued or deemed issued by the Maker after the
date  hereof,  other  than  (i) securities issued pursuant to or in connection
with  the  terms  of  the Securities Purchase Agreement; (ii) shares of Common
Stock  issued  upon  conversion  of  convertible securities or the exercise of
common stock purchase warrants outstanding as of the date hereof; (iii) shares
of  Common  Stock issuable to employees, officers or directors pursuant to the
Maker's  stock  option plan; (iv) shares of Common Stock issued or issuable to
directors  in connection with their service as directors; (v) shares of Common
Stock  issued  or  issuable  to  directors, officers or employees for services
rendered  or  to be rendered pursuant to arrangements approved by the Board of
Directors;  and  (vii)  shares  of  Common  Stock  issued in connection with a
business  combination,  merger,  consolidation,  asset  acquisition  or  the
acquisition  of  the  business of another corporation (through the purchase of
stock  or  assets)  approved  by the Board of Directors and all of the Conseco
Directors  (as  defined  in  the  Securities  Purchase  Agreement).

          (f)          No  Impairment.

     Maker  will  not,  by  any  voluntary  action, avoid or seek to avoid the
observance  or  performance  or  any  of the terms to be observed or performed
hereunder by Maker, but will at all times in good faith assist in the carrying
out  of  all  the provisions of this Section 7 and in the taking of all such
action  as  may  be necessary or appropriate in order to protect the rights of
Holder  against  impairment.

     8.          Notices.  (a) Whenever the number of shares issuable or the
Conversion  Price  hereunder shall be adjusted pursuant to Section 7 hereof,
the  Maker  shall  issue  a  certificate signed by its Chief Financial Officer
setting  forth,  in reasonable detail, the event requiring the adjustment, the
amount  of the adjustment, the method by which such adjustment was calculated,
and  the  Conversion  Price  and  number of shares purchasable hereunder after
giving  effect  to such adjustment, and shall cause a copy of such certificate
to  be  mailed  (by  first-class  mail,  postage  prepaid)  to  Holder.

     (b)    All  notices,  requests, demands, or other communications that are
required  or  may  be  given  pursuant  to  the terms of this Note shall be in
writing and delivery shall be deemed sufficient and to have been duly given on
the  date  of  service if delivered personally or by facsimile transmission if
receipt  is  confirmed  to  the  party to whom notice is to be given or on the
third  day  after  mailing  if  mailed  by  first-class  mail,  return receipt
requested,  and  properly  addressed  as  follows:


<PAGE>
If  to  the  Maker,  to:                    1025  Acuff  Road
                    Bloomington,  Indiana  47404

                    Attention:    Chief  Financial  Officer
                    Fax:    (812)  337-6029


If  to  the  Holder,  to:                    Russell  E.  Algood
                    2800  South  Olcott  Road
                    Bloomington,  Indiana  47401


or  to  such other address as may be specified in writing by any of the above.

     9.          Remedies.    The  remedies  provided  by this Note shall be
cumulative,  and  shall  be in addition to and not exclusive of other remedies
available  at  law, or in equity.  The exercise or waiver by the Holder of any
right  or  remedy available under this Note shall not be deemed to be a waiver
of  any other right or remedy available under this Note, at law, or in equity.

     10.          Miscellaneous.

     (a)        Whenever used herein, the singular includes the plural and the
plural includes the singular.  The term "Maker" means the Corporation named in
the  opening  paragraph  hereof  and  its  successors  and  assigns.

     (b)       Indiana law shall govern this interpretation, construction, and
enforcement  of  this  Note  and  all  transactions  contemplated  hereby,
notwithstanding  any  state's  choice  of  law  rules  to  the  contrary.  Any
litigation related to this Note may be maintained only in the federal district
court  for  the  Southern  District  of Indiana, Indianapolis Division (or any
successor jurisdiction) or in an Indiana state court in Hamilton County or one
of  the  counties  immediately  contiguous  to Hamilton County, and each party
hereby irrevocably consents and submits to the jurisdiction of that federal or
state court and irrevocably waives any objection the party may have based upon
improper  venue,  forum  non  conveniens, or other similar doctrines or rules.

     (c)     Maker and any other party now or hereafter liable for the payment
of  this  Note  in  whole  or  in  part,  hereby  severally  (i) waive demand,
presentment  for  payment,  notice  of nonpayment, protest, notice of protest,
notice  of  intent to accelerate, notice of acceleration and all other notice,
filing  of  suit  and  diligence  in  collecting  this Note, (ii) agree to the
release  of any party primarily or secondarily liable hereon, (iii) agree that
the  Holder  shall  not  be  required  first  to institute suit or exhaust its
remedies  hereon  against Maker or others liable or to become liable hereon or
to  enforce  its  rights  against  them,  and (iv) consent to any extension or
postponement  of time of payment of this Note and to any other indulgence with
respect  hereto  without  notice  thereof  to  any  of  them.

     (d)     Holder, by acceptance hereof, acknowledges that this Note and the
shares  to  be  issued  upon  conversion  hereof are being acquired solely for
Holder's  own  account  and  not  as  a  nominee  for any other party, and for
investment,  and that Holder will not offer, sell or otherwise dispose of this
Note  or  any  shares  to  be  issued  upon  conversion  hereof  except  under
circumstances  that  will  not result in a violation of applicable federal and
state securities laws.  Upon exercise of this Note, Holder shall, if requested
by Maker, confirm in writing, in a form satisfactory to Maker, that the shares
so  purchased  are being acquired solely for Holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and not with a view toward
distribution  or  resale.

               All  shares  issued  upon  exercise  hereof shall be stamped or
imprinted  with  a  legend in substantially the following form (in addition to
any  legend  required  by  state  securities  laws):

          THE  SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
AND  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933.  SUCH
SECURITIES AND ANY SECURITIES OR SHARES ISSUED UPON CONVERSION THEREOF MAY NOT
BE  SOLD  OR  TRANSFERRED  IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM  UNDER  SAID  ACT.

     (e)          The  captions  of  the  sections of this Note are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the meaning or
interpretation  of  any  provision  of  this  Note.

     IN  WITNESS  WHEREOF, THE MAKER HAS EXECUTED, ACKNOWLEDGED, AND DELIVERED
THIS  NOTE  AS  OF  THE  DAY  AND  YEAR  FIRST  ABOVE  WRITTEN.

                              GENERAL  ACCEPTANCE  CORPORATION


                              BY:_    /s/    Janet  Algood__________

                              PRINTED:__Janet  Algood_________

                              TITLE:________________________


<PAGE>











































                                Exhibit 10.81
<PAGE>
                AMENDED AND RESTATED MOTOR VEHICLE INSTALLMENT
                     CONTRACT LOAN AND SECURITY AGREEMENT

     This  Amended  and  Restated Loan and Security Agreement ("Agreement") is
entered  into  by  and  between  GENERAL  ACCEPTANCE  CORPORATION,  an Indiana
corporation  (hereinafter  referred  to  as  "Borrower"), and General Electric
Capital  Corporation,  a  New  York  corporation  (hereinafter  referred to as
"Lender").   In consideration of the mutual covenants and agreements contained
herein,  Borrower  and  Lender  agree  as  follows:

                                  RECITALS

A.          Borrower  and  Lender  are  parties  to that certain Motor Vehicle
Installment  Contract  Loan  and Security Agreement dated as of May 1, 1992 as
amended (the  Original Agreement ) pursuant to which Lender made certain loans
to  Borrower which loans were secured by, among other things, Borrower s motor
vehicle  installment  contracts;

B.       Borrower and Lender have agreed to enter into this Agreement in order
to  (i)  amend  and  restate  the  Original  Agreement  in  its entirety; (ii)
incorporate  such terms of the Forbearance Agreement executed between Borrower
and  Lender  dated  March  18, 1996, as amended on May 10, 1996 and as further
amended  effective  January  31,  1997 and March 31, 1997 as the parties agree
should be contained in this Agreement; (iii) waive all existing defaults under
the  Original  Agreement;  and (iv) document such other changes in the lending
relationship  between  the  parties  as  have  occurred  since  the  Original
Agreement.

C.     It is the intent of Borrower and Lender that the execution and delivery
of  this  amendment  and  restatement  of  the  Original  Agreement  shall not
effectuate  a  novation  of  the  indebtedness  outstanding under the Original
Agreement, but rather as it pertains to the indebtedness outstanding under the
Original  Agreement,  shall  constitute a substitution of certain of the terms
governing  the  payment  and  performance of such indebtedness and a waiver of
past  defaults.


                           ARTICLE I.  DEFINITIONS.

     Section  1.0    DEFINITIONS.   Capitalized terms used in this Agreement
shall  have the meanings given to such terms in Section 16 of this Agreement. 
When  such  defined  terms are used in this Agreement in the plural, the terms
shall  have  the  plural  of such meanings.  All other terms contained in this
Agreement  shall,  unless  the  context indicates otherwise, have the meanings
provided  for  by  the  UCC  to  the  extent  the  same  are  defined therein.

                       ARTICLE II.  LOAN: GENERAL TERMS

     Section  2.0.  REVOLVING  CREDIT;  LOAN  AMOUNT.  Subject to all of the
terms  and  conditions  of  this  Agreement,  Lender  agrees  to loan funds to
Borrower  against Eligible Contracts from time to time in a series of Advances
during  the  term  of  this  Agreement.    Funds  may  be borrowed, repaid and
reborrowed  on a revolving basis subject to the terms and conditions set forth
in  this  Agreement,  provided  that the Loan shall not at any time exceed the
Borrowing  Base.    Borrower's obligation to pay the Loan is evidenced by this
Agreement.    Borrower shall pay Lender when due all Obligations in accordance
with  the  terms  of  this  Agreement  whether  or not Borrower has executed a
promissory  note.    The  actual  amount  Borrower  is obligated to pay Lender
hereunder  shall  be  determined  by this Agreement and the records of Lender,
regardless  of the terms of any promissory note.  Any promissory note executed
in  connection  with  the  Indebtedness need not be amended to reflect changes
made  to  this  Agreement.

     Section  2.1.  SINGLE  LOAN.   All Advances by Lender to Borrower shall
constitute one loan and all indebtedness and obligations of Borrower to Lender
under  the  Loan  Documents shall constitute an obligation secured by Lender's
security  interest  in  all  of  the  Collateral.

     Section 2.2. GENERAL INTEREST RATE.  Except as modified by Sections 2.4
and  15.1,  the  average  daily  balance  of  the  Loan  shall  bear interest,
calculated  daily on the basis of a 365-day year, at a per annum rate equal to
450  basis  points  (4.5%)  plus  the  LIBOR  Rate.

     Section  2.3.  LOAN TERM; RIGHT TO TERMINATE.  Unless sooner terminated
as  hereinafter  provided, this Agreement shall terminate on January 1, 1998. 
If  an  Event  of  Default  has  occurred,  Lender may without prior notice to
Borrower,  immediately  terminate this Agreement.  A prepayment in full of the
Loan shall be a termination of this Agreement.  Notwithstanding termination of
this  Agreement in any manner, the Indebtedness shall be payable in accordance
with  this  Agreement, and all rights and remedies granted to Lender hereunder
or pursuant to applicable law shall continue until all obligations of Borrower
to  Lender  have  been  fully  paid  and  performed.

     Section  2.4.  MAXIMUM  LAWFUL  RATE.    (A)    INTEREST  RATE.  
Notwithstanding  any provision in this Agreement, or in any other document, if
at  any  time before the payment in full of the Indebtedness, any of the rates
of  interest  specified  in  this  Agreement  (the "Stated Rates") exceeds the
highest  rate of interest permissible under any law which a court of competent
jurisdiction  shall,  in  a  final  determination, deem applicable hereto (the
"Maximum  Lawful  Rate"), then in such event and so long as the Maximum Lawful
Rate  would be so exceeded, the rate of interest payable shall be equal to the
Maximum  Lawful  Rate;  provided,  however, that if at any time thereafter the
Stated  Rates shall be less than the Maximum Lawful Rate, then, subject to (B)
below,  Borrower  shall  continue  to  pay interest at the Maximum Lawful Rate
until such time as the total interest received by Lender is equal to the total
interest  which  Lender would have received had the Stated Rates been (but for
the  operation of this Section 2.4(A)) the interest rates payable; thereafter,
the  interest  rates payable shall be the Stated Rates unless and until any of
the  Stated  Rates  shall again exceed the Maximum Lawful Rate, in which event
this  Section  2.4(A)  shall  again  apply.    In  the  event interest payable
hereunder  is  calculated  at  the Maximum Lawful Rate, such interest shall be
calculated  at  a  daily  rate equal to the Maximum Lawful Rate divided by the
number  of  days  in  the  year  in  which  such  calculation  is  made.

          (B)      AMOUNT OF INTEREST.  In no event shall the total interest
contracted  for,  charged,  received  or  owed  pursuant  to the terms of this
Agreement  exceed  the amount which Lender may lawfully receive.  In the event
that a court of competent jurisdiction, notwithstanding the provisions of this
Section  2.4,  shall  make  a  final  determination  that Lender has received,
charged,  collected,  or  contracted  for  interest hereunder in excess of the
amount which Lender could lawfully have, Lender shall, to the extent permitted
by  law,  promptly  apply such excess first to any interest due (calculated at
the  Maximum  Lawful  Rate  if  applicable)  and  not  yet  paid,  then to the
prepayment  of  principal,  and  any  excess  remaining  thereafter  and after
application  to  any  other  amounts Borrower owes Lender shall be refunded to
Borrower.  In determining whether the interest exceeds the Maximum Lawful Rate
or  the  maximum  amount  which Lender could lawfully have received, the total
amount  of  interest  shall,  to the extent allowed by law, be spread over the
term  of the Loan.  Any provisions of this Agreement regarding the time during
which  interest  accrues  on  Advances  are  only  elements of the formula for
calculating  interest on the total Loan and are not intended to cause interest
to  be  applied  to  specific  Advances  for  usury  determination  purposes.

     Section  2.5. LINE AND UNDERUTILIZATION FEE.  Borrower shall pay to the
Lender  the  Line Fee upon closing.  The Line Fee shall be deemed fully earned
and  nonrefundable  at  the time of closing.  Borrower shall pay to Lender the
Underutilization  Fee  immediately  upon  the  end  of  an  Accounting Period.

                       ARTICLE III.  LOAN DISBURSEMENTS

     Section  3.0. LOAN - BORROWING BASE.  Provided that there does not then
exist  an Event of Default, and provided that Lender has not taken over all or
some  of  the  administration  of  the  Contracts,  Lender shall, upon written
request  of  Borrower  and  subject to all of the terms and conditions of this
Agreement,  make  Advances  to  Borrower  pursuant  to  Section  3.2.

     Section  3.1.  ELIGIBLE  CONTRACTS.    Borrower shall from time to time
deliver  to Lender Eligible Contracts which Borrower desires to be included in
the  Borrowing  Base.   Along with the Contracts Borrower shall also deliver a
List  of  Contracts.   An Eligible Contract shall be included in the Borrowing
Base only when and for so long as, in Lender's sole determination, each of the
requirements  in  the  definition  of  Eligible  Contracts  continues  to  be
satisfied.    If  a  Contract  is determined by Lender to be, or is treated by
Lender  as,  an  Eligible  Contract,  Lender  reserves the right to change its
determination  or treatment and to remove the Contract from the Borrowing Base
if  it  later  determines  that  the  Contract  is  not or was not an Eligible
Contract.    A determination by Lender that a Contract is an Eligible Contract
is  not  a waiver by Lender of, or an admission by Lender of the truth of, any
of  Borrower's  representations  and  warranties  in  this  Agreement.

     Section 3.2. PROCEDURE FOR BORROWING.  (A)  The first Advance shall not
exceed  the  Borrowing  Base.    Subsequent  Advances  can be requested on any
Business  Day.  Each subsequent Advance shall not exceed the Loan Availability
determined  at  Lender's  election  either  as  of  the end of the most recent
Accounting  Period  for which Lender has received the monthly reports required
by Section 5.1 (C), or, as of such other date thereafter designated by Lender.
 Lender  is  not  obligated  to  make  an  Advance  if the amount available or
requested  is less than One Hundred Thousand Dollars ($100,000.00).  Lender is
not  obligated  to  make  an  Advance  unless  Borrower  provides  Lender with
sufficient  information  to  calculate the Loan Availability.  Lender's use of
the  information  provided  by  Borrower to determine the amount available for
Advances  is not an admission by Lender as to the accuracy of the information,
and  Lender  reserves  the right to verify the information and redetermine the
amount  available  for  Advances.

          (B)       Lender shall disburse each Advance requested in writing by
Borrower  on  the same day if PROVIDED BY 1:30 P.M EASTERN STANDARD TIME (WHEN
POSSIBLE,  OTHERWISE,  ADVANCE  SHALL BE MADE BY THE NEXT BUSINESS DAY), after
receipt  of Borrower's written request for the Advance.  Lender shall disburse
each  Advance  requested by Borrower by means of a draft, or, upon the request
of  Borrower,  Lender  shall  wire  transfer  the  funds  to  Borrower.

                        ARTICLE IV.  LOANS:  PAYMENTS

     Section  4.0.  PAYMENTS  BY BORROWER.  (A)  All payments by Borrower to
Lender  shall be deposited in the Depository Account; or shall be sent to such
other location as shall be specified by Lender to Borrower, from time to time.

          (B)        Upon the effective date of termination of this Agreement,
Borrower shall pay to Lender the entire Indebtedness.  If there is an Event of
Default,  Borrower  shall  pay  the  entire  Indebtedness  on  demand  if  the
Indebtedness  is  accelerated  pursuant  to  Section  15.2.

          (C)     Interest shall accrue on the Loan daily and be paid from the
Remittances as provided in Section 4.2.  If at the end of an Accounting Period
there is more than one Business Day of accrued unpaid interest, Borrower shall
pay the more-than- one-day accrued interest to Lender within five (5) calendar
days  after  the  end of the Accounting Period.  Accrued interest shall not be
added  to  the Loan balance and bear interest, unless the interest is past due
and  paid  with  an  Advance  requested  by  Borrower  and approved by Lender;
provided that, such an approval by Lender shall not constitute a waiver of the
Event  of  Default consisting of the failure to pay the interest except to the
extent  provided  in  Section  17.9.

          (D)       Whenever Lender shall notify Borrower, with a Statement of
Borrowing  Base  or  otherwise,  that  the  Loan  exceeds  the Borrowing Base,
Borrower  shall  within  one  (1)  Business  Day after receipt of such notice,
either pay down the Loan by the amount of such excess, or, if Lender consents,
deliver  additional  Eligible  Contracts  to  Lender  which  are sufficient to
increase  the  Borrowing  Base  above  the  Loan.

          (E)      The payment of all elements of the Indebtedness not covered
by Subsections (B), (C), or (D) of Section 4.0 shall be payable by Borrower to
Lender as and when provided in the Loan Documents, and, if not specified, then
on  demand.
     Section  4.1.  CONTRACT  PAYMENTS.   Borrower shall direct all Contract
Debtors  for  Pledged  Contracts,  and  all  other Persons (including Contract
Rights Payors) who make payments to Borrower relating to Pledged Contracts, to
make,  when  paying  by  mail,  all payments directly to the Lock Box.  In the
event  Borrower  receives any Remittances, Borrower shall, as soon as possible
but  no  later  than  the  one (1) Business Day following receipt, deposit the
Remittances  in  kind  in  the  Depository  Account.    Borrower  shall  hold
Remittances  in  trust  for  Lender until delivery to Lender or deposit in the
Depository  Account.  Borrower shall pay all expenses associated with the Lock
Box.

     Section  4.2.  APPLICATION  OF  PAYMENTS.   All Remittances received by
Lender  shall be applied by Lender to the Indebtedness within one (1) Business
Day  after  the  Remittance  has  been  deposited  in  Lender's  account.   No
Remittance  other  than  cash  shall  be  treated as a final payment to Lender
unless  and  until  such item has actually been collected by Lender's bank and
such  collection  has  been  finally  credited  to Lender's account; provided,
further  that  if  a Remittance applied to the Indebtedness is charged back to
Lender's  bank,  Lender  can  retroactively  remove  the  application  of  the
Remittance  to the Indebtedness and accrue any interest not accrued because of
the  application of the Remittance to the Indebtedness.  Each Remittance shall
be  applied  by Lender to the Indebtedness (i) first to accrued interest, and,
if  sufficient  to  pay accrued interest, (ii) then to the Indebtedness, other
than  the  Advances, and (iii) then to the Loan.  Lender reserves the right to
use a different order of application if there is an Event of Default or Lender
has  given  prior  written  notice  to  Borrower  of  a  different order.  All
Remittances  received by Lender may be applied to the Indebtedness even though
no  portion  of  the Indebtedness is otherwise then due and even though Lender
has  not  sent  Borrower  a  demand,  notice  or  request  for  payment of the
Indebtedness.  Payments shall be deemed to be due by Borrower when received by
Lender  unless  they  are  due  sooner  by  the  terms  of the Loan Documents.

                     ARTICLE V.  CONTRACT ADMINISTRATION

     Section  5.0. LENDER ADMINISTRATION.  Lender shall have no liability to
Borrower  with respect to Remittances received by Lender, the Lock Box, or the
Depository  Account,  other  than  to:  (i)  apply the Remittances pursuant to
Section  4.2 of this Agreement and (ii) upon termination of this Agreement and
Borrower's  satisfaction  of  all  of its obligations under this Agreement, to
assign  the  Lock  Box  and  its  contents  to Borrower.  Lender shall have no
liability to Borrower with respect to any interest or other earnings which are
earned,  or  could  have been earned, on the Remittances while they are in the
Lock  Box,  the  Depository  Account,  or  otherwise.

     Section  5.1. BORROWER ADMINISTRATION.  (A)  Borrower shall perform all
aspects  of  servicing, administering, collecting, liquidating, accounting for
and  managing  (collectively,  "administering",  "administer",  or
"administration")  the Pledged Contracts it customarily performs in accordance
with Borrower's current practices for contract administration, which practices
are  in accordance with applicable law and have been disclosed to Lender prior
to  the  date  hereof.    Borrower  shall  provide  such  administration  in a
reasonable and prudent way that does not, in Lender's determination, adversely
affect  the  value  of  the  Collateral  to  Lender.   If in Lender's opinion,
Borrower  fails  to  administer  the  Pledged  Contracts  in  accordance  with
Borrower's practices as existing under the Original Agreement through the date
hereof,  Lender  shall  notify  Borrower  of  the  deficiencies  in Borrower's
administration and Borrower shall have ten (10) Business Days to cure any such
deficiencies.   If Borrower fails to cure such deficiency within such ten (10)
Business  Day period, Lender may thereafter, in its sole discretion, take over
all  or  part  of  the  administration  of  the  Pledged  Contracts.    The
administration  provided  by  Borrower shall include but not be limited to all
servicing  currently  provided  by  Borrower, and Financed Vehicle titling and
lien  perfection,  customer  service, insurance claim tracking and collection,
insurance  maintenance,  Contract  enforcement,  Contract  billing,  payment
processing,  portfolio  and  Contract  accounting,  portfolio  management,
delinquency  collection,  repossession,  foreclosure,  resale, and maintaining
current  Contract  Debtor  and  Financed  Vehicle  location information (name,
address  and  phone  number),  as set forth in Exhibit 5.1(A).  Borrower shall
maintain  current,  accurate,  and  complete  records of activity and comments
regarding  collection,  insurance,  payments,  and other material events.  The
records  regarding collection history, payments, Contract accounting, customer
service  notes,  Contract Debtor names and addresses and Outstanding Principal
Balance  shall  be  computerized.   Borrower shall require Contract Debtors to
maintain  Required  Contract  Debtor Insurance.  Borrower shall administer and
otherwise  deal  with  the  Contracts in compliance with all applicable laws. 
Borrower  shall  conduct foreclosure sales in a commercially reasonable manner
and  take  the  steps  necessary  to  preserve the deficiency liability of the
Contract  Debtors.

          (B)          Borrower  shall administer the Pledged Contracts at its
existing service centers as set forth more fully in Exhibit 5.1(B), or at such
other  locations  that  Borrower provides prior notice of to Lender and Lender
approves for Contract administration, which approval shall not be unreasonably
withheld.

          (C)       Borrower shall furnish to Lender such reports in such form
that  Lender  determines are necessary for it to track and monitor the Pledged
Contracts,  Remittances, Financed Vehicles, and insurance.  Such reports shall
be in a format and on a medium readable by Lender's computer software, or such
other  format  or  medium  acceptable to Lender.  Lender acknowledges that the
present  format  and medium used by Borrower is acceptable and Borrower agrees
to  advise Lender prior to any system or software changes so that such reports
continue to be provided in an acceptable format and medium.  The reports shall
include  but  not  be  limited  to  those  reports set forth on Exhibit 5.1(C)
attached  hereto  and  made a part hereof, and shall be delivered to Lender in
accordance  with  such  Exhibit.

          (D)          Notwithstanding  anything  herein  to the contrary, (i)
Borrower  shall remain liable under all Contracts, and any other contracts and
agreements  with Contract Rights Payors or otherwise included in or related to
the  Collateral,  to the extent set forth therein to perform all of its duties
and  obligations  thereunder  to  the same extent as if this Agreement had not
been  executed, and (ii) the exercise by Lender of any rights under any of the
Loan  Documents  shall  not  release  Borrower  from  any  of  its  duties  or
obligations  under  the  Contracts, or the other contracts and agreements, and
(iii)  Lender  shall not have any obligation or liability under the Contracts,
or  the  other  contracts  and  agree-ments,  nor shall Lender be obligated to
perform any of the obligations or duties of Borrower thereunder or to take any
action  to  collect  or  enforce  any  rights  thereunder.

          (E)     Borrower shall administer the Contracts at its own expense. 
In  the  event  that  Borrower fails to administer the Contracts in accordance
with Section 5.1(A) or there is an Event of Default, Lender may in Lender's or
Borrower's  name take over all or part of the Contract administration Borrower
is required by this Agreement to perform.  If Lender takes over all or part of
such  administration, Borrower shall pay to Lender on demand all out-of-pocket
costs  incurred  by  Lender  in  the  performance of Borrower's administration
obligations, and Borrower shall pay Lender for the administration performed by
Lender  an  administration  fee  in  the  amount of $25 per Contract per month
(exclusive  of  out-of-pocket  costs) established by Lender, and until so paid
such  costs  and  fee  shall  be  part  of  the  Loan.

                    ARTICLE VI.  COLLATERAL: GENERAL TERMS

     Section  6.0. SECURITY INTEREST.  To secure the performance and payment
of  the  Indebtedness and all of Borrower's existing and future obligations to
Lender  whether  arising  under  or  related  to  this Agreement or otherwise,
Borrower  hereby grants to Lender a continuing security interest in and to all
of  the  following  property  of  Borrower,  whether  now owned or existing or
hereafter  arising  or  acquired  and  regardless  of  where  located:

     (i)  Contracts; Contract Debtor Documents; Contract Rights; payments from
Contract  Debtor  bank  accounts;  chattel  paper;  leases;  installment  sale
contracts;  installment  loan contracts; payments from chattel paper obligors;
security  deposits;  Motor Vehicles (including but not limited to cars, trucks
and  motorcycles);  certificates  of  title;  contract  purchase  discounts;
accounts; general intangibles; security interests; collateral securing chattel
paper;  dealer  agreements;  dealer reserves and rate participation; rights of
Debtor  related  to  chattel paper, installment contracts, motor vehicles, and
collateral  securing  chattel paper; documents; instruments; deposit accounts;
electronic  funds  transfers;  equipment; inventory; parts and accessories for
motor  vehicles; payments from account debtor bank accounts; reserve accounts;
tax  refunds;  insurance  policies,  and  benefits  and rights under insurance
policies, which Borrower is solely or jointly the owner of, insured under, the
lienholder  or  loss  payee under, or the beneficiary of; and all payments and
property of any kind, now or at any time or times hereafter, in the possession
or  under  the  control  of  Secured  Party,  or  a  bailee  of Secured Party;

     (ii)  accessions to, substitutions for and all replacements, products and
proceeds  of,  any  of  the  foregoing  property;  and

     (iii)    books  and  records  (including,  without  limitation, financial
statements,  accounting  records,  customer  lists,  credit  files,  computer
programs,  electronic  data,  print-outs  and  other  computer  materials  and
records)  of  Borrower  pertaining  to  any  of  the  foregoing  property.

     Section  6.1.  DISCLOSURE  OF  SECURITY  INTEREST.  Borrower shall make
appropriate  entries  upon  its financial statements and its books and records
disclosing  Lender's security interest in the Collateral.  Upon the request of
Lender,  Borrower  shall  stamp  all original, duplicates and reproductions of
Pledged  Contracts  with  an  assignment  to  Lender.

     Section  6.2.  ADDITIONAL  ACTS.  Borrower shall perform all other acts
requested by Lender for the purpose of perfecting, protecting, maintaining and
enforcing  Lender's  security  interest  in the Collateral and the priority of
such  security  interest.    Borrower  agrees  that  a  carbon,  photographic,
photostatic,  or  other  reproduction  of  this  Agreement  or  of a financing
statement  is  sufficient as a financing statement.  Borrower, upon request of
Lender,  shall  either pay or reimburse Lender for all costs, filing fees, and
taxes  associated  with  the  perfection  of  Lender's  security  interest.

     Section  6.3.  INSPECTION AND ACCESS.  Lender and its agents shall have
the right, at any time, to (i) during Borrower's usual business hours, inspect
the  Collateral  and the premises upon which any of the Collateral is located;
(ii) during Borrower's usual business hours, inspect, audit and make copies or
extracts from any of Borrower's records, computer systems, files, and books of
account;  (iii)  during  Borrower's  usual  business hours, monitor Borrower's
performance of its obligations with respect to this Agreement; and (iv) obtain
information  about  Borrower's  affairs  and finances from any Person; and (v)
verify,  in  Lender's  name  or in the name of Borrower, the validity, amount,
quality,  quantity,  value  and condition of, or any other matter relating to,
the  Collateral  including  but  not limited to verifying Contract information
with  Contract  Debtors.    Borrower shall, upon Lender's request from time to
time,  instruct  its vendors, banking and other financial institutions and its
accountants  to  make  available  to  Lender  and  discuss  with  Lender  such
information and records as Lender may request.  Borrower authorizes Lender, if
requested by a Person other than a credit reporting agency and without request
if  the  Person  is  a  credit  reporting  agency, to provide that Person with
information  about  the Indebtedness, Collateral and Borrower's performance of
this  Agreement.    If  Borrower  maintains or stores any data with respect to
Collateral  on  a  computer data system, Borrower shall upon request of Lender
provide  Lender  with  (a) on-line access to such computer data system and (b)
deliver  to  Lender duplicate copies of the requested data in machine readable
form  acceptable  to  Lender  along with a printout or other hard copy of such
data.    Borrower  shall,  on  request  of  Lender,  provide to Lender (at the
location  designated  by  Lender)  the  Contract  Debtor  Documents.

     Section  6.4. RIGHT TO NOTIFY AND ENDORSE.  Borrower hereby irrevocably
authorizes  Lender  to  notify any or all Contract Debtors and Contract Rights
Payors  that Lender has a security interest in Contracts, Contract Rights, and
other  items of Collateral at any time (i) prior to the occurrence of an Event
of Default, in the name of Borrower, and (ii) after the occurrence of an Event
of  Default,  in  Lender's  or  Borrower's  name.    Any such notice shall, at
Lender's  election,  be  signed  by  Borrower  and  may  be sent on Borrower's
stationery.

     Section  6.5.  LENDER  APPOINTED  ATTORNEY-IN-FACT.    Borrower  hereby
irrevocably  appoints  Lender  (and  all Persons designated by Lender for that
purpose)  as  Borrower's true and lawful attorney-in-fact to act in Borrower's
place  in  Borrower's  or  Lender's name (i) to endorse Borrower's name on any
Remittance; (ii) to sign Borrower's name on any assignment or termination of a
security  interest in a Financed Vehicle, on any application for a Certificate
of Title for a Financed Vehicle, or on any UCC financing statement related the
Collateral, and on any other public records regarding the Collateral; (iii) to
send  requests  for  verification  to  Contract Debtors and (iv) to execute an
assignment  to  Lender  of  any  Pledged Contract for which Lender has made an
Advance  which  was  delivered  to  Lender  without such assignment.  Borrower
ratifies  and  approves  all  acts  of Lender as Borrower's attorney-in-fact. 
Lender  shall  not, when acting as attorney-in-fact, be liable for any acts or
omissions  or  for any error of judgment or mistake of fact or law, except for
actions  taken  in  bad  faith  or resulting from Lender's gross negligence or
willful  misconduct.    This  power,  being  coupled  with  an  interest,  is
irrevocable  until  all  payment  and  performance  obligations of Borrower to
Lender  have  been  fully  satisfied.    Borrower shall upon request of Lender
execute powers of attorney to separately evidence the foregoing powers granted
to  Lender.    After  an  Event  of  Default has occurred, all costs, fees and
expenses thereafter incurred by Lender, or for which Lender becomes obligated,
in  connection with exercising any of the foregoing powers shall be payable to
Lender  by  Borrower  on  demand by Lender and until paid shall be part of the
Loan.

     Section  6.6.  CHANGE  OF  COLLATERAL,  LOCATION, OFFICE OR STRUCTURE. 
Borrower  shall keep the Collateral, other than Collateral delivered to Lender
and  Financed Vehicles, at Borrower's address set forth in Section 17.1 or its
locations  listed  in  Section  5.1(B).    Borrower shall not change its name,
tradename,  principal  place  of  business  and chief executive office, unless
Borrower  gives  Lender  at least sixty (60) days prior written notice of such
change  and prior thereto has taken all action Lender requires to maintain the
priority  and  perfection  of  its  security  interest  in, and access to, the
Collateral.    Borrower  shall  not change any service center or sales outlet,
unless  Borrower  gives Lender at least fifteen (15) days prior written notice
of  such  change  and  prior  thereto  has taken all action Lender requires to
maintain  the  priority and perfection of its security interest in, and access
to,  the  Collateral.

     Section  6.7.  LENDER'S  PAYMENT  OF CLAIMS ASSERTED AGAINST BORROWER. 
Lender  may,  at any time, in its sole discretion and without obligation to do
so  and  without  waiving  or  releasing any obliga-tion, liability or duty of
Borrower  under  the  Loan  Documents or any Event of Default, pay, acquire or
accept  an  assignment  of  any  security interest, lien, claim or encumbrance
asserted  by  any  Person  against  the Collateral; provided that Lender shall
first give Borrower writ-ten notice of its intent to do the same, and Borrower
does not, within five (5) days of such notice, pay such claim and/or obtain to
Lender's reasonable satisfaction the release of the security interests, liens,
claims  or encumbrances to which such notice relates.  All sums paid by Lender
in  respect  thereof  and  all  costs, fees and expenses, including reasonable
attorneys'  fees,  court  costs,  expenses and other charges relating thereto,
which  are incurred by Lender on account thereof, shall be payable by Borrower
to  Lender  on  demand  by  Lender  and  until paid shall be part of the Loan.

     Section  6.8.  TERMINATION  OF  SECURITY  INTEREST.   Lender's security
interest  in  the  Collateral  shall continue until performance and payment in
full  of  all of Borrower's obligations to Lender in accordance with the terms
of agreements creating such obligations; and if, at any time, all or part of a
payment or transfer made by Borrower or any other Person and applied by Lender
to Borrower's obligations to Lender is rescinded or otherwise must be returned
by  Lender  for  any  reason  whatsoever  (including,  without limitation, the
insolvency,  bankruptcy  or reorgani-zation of Borrower or such other Person),
the  security  interest granted hereunder or under any other present or future
agreement  between  Borrower  and  Lender,  and all rights of Lender, shall be
reinstated  as  to  the  obligations  which  were  satisfied by the payment or
transfer rescinded or returned, all as though such payment or transfer had not
been made, and Borrower shall take the action requested by Lender to reperfect
all terminated security interests and to reinstate all satisfied obligations. 
Lender  shall  release  its  security  interest in Contracts which are sold or
pledged  to  other  Persons  in  accordance  with  Section  14.8.

     Section  6.9.  RETURN  OF  CONTRACT  DELIVERY  DOCUMENTS.  Lender shall
return  to  Borrower  within  two  (2) Business Days of Borrower's request any
Contract Delivery Document originals for Contracts paid in full.  In addition,
provided  that  there  is  no Event of Default and the removal of the Contract
will  not result in the Loan exceeding the Borrowing Base, Lender shall return
Contract Delivery Document originals for other Contracts requested by Borrower
for  the  time and to the extent necessary for Borrower to make corrections or
to  enforce  the Contracts or the obligations of the Contracts Rights Payors. 
Whenever  Borrower  is in possession or control of Contract Delivery Documents
for  Contracts not paid in full, Borrower shall hold them in trust for Lender.

                     ARTICLE VII.  COLLATERAL: CONTRACTS

     Section  7.0.    NOTICE  REGARDING  CONTRACTS.    (A)  In the event any
amounts  due and owing in excess of One Thousand Dollars ($1,000) on a Pledged
Contract  become  disputed between the Contract Debtor and Borrower, or in the
event  a  Contract  Debtor  for a Pledged Contract asserts a claim, offset, or
defense,  or  in  the  event a Person other than Borrower or a Contract Debtor
makes  a  claim  of  ownership  or  other  interest  in  a Financed Vehicle or
Contract,  then  Borrower  shall  provide  Lender  with written notice thereof
within  Ten  (10)  Business Days of learning of the same, explaining in detail
the  nature  of  the  matter  and  the  amount in controversy.  Borrower shall
promptly,  but  in  no  event later than ten (10) Business Days after learning
thereof,  inform  Lender  of  all material adverse information relating to the
financial  condition  of  any  Contract  Debtor,  or  the value of any Pledged
Contract  or  Financed  Vehicle.

     (B)  After an Eligible Contract is included in the Borrowing Base, in the
event  that  Borrower  becomes  aware  that  one  of  the  requirements in the
definition  of  Eligible Contracts or one of the conditions in Section 9.1 are
no  longer  being satisfied with respect to the Contract, Borrower shall state
such  ineligibility  on  the  next  monthly applicable reports submitted after
Borrower  becomes  aware  thereof.

     (C)    Upon request of Lender, Borrower shall to the extent authorized by
law  obtain  current  credit  bureau  reports  on  Contract  Debtors.

             ARTICLE VIII.  COLLATERAL: REMITTANCES AND INSURANCE

     Section  8.0.  ASSIGNMENT OF LIEN IN FINANCED VEHICLES.  In addition to
the  security  interest  granted  in  Section  6.0,  Borrower  hereby  assigns
absolutely  to  Lender  Borrower's  rights of foreclosure as lienholder of the
Financed  Vehicles for Pledged Contracts delivered to Lender.  This assignment
is  solely  for  the  purpose  of Lender foreclosing on the liens following an
Event  of  Default.    Until  an  Event  of Default, Borrower has the right to
foreclose  on  a Financed Vehicle.  In the event Lender exercises the right to
foreclose,  Lender  shall  be  the  owner of the foreclosure sale proceeds and
shall  apply  them  to  the  Indebtedness.

     Section  8.1.  ABSOLUTE  ASSIGNMENT OF REMITTANCES.  In addition to the
security  interest  granted in Section 6.0, Borrower hereby absolutely assigns
to  Lender  Borrower's  interest in and right to all Remittances arising on or
after  the  date of this Agreement, and such Remittances shall be the property
solely  of  Lender.

     Section 8.2.   INSURANCE.  In addition to the security interest granted
in  Section 6.0, Borrower hereby assigns absolutely to Lender Borrower's right
to refunds and benefits under Required Contract Debtor Insurance, and Optional
Contract Debtor Insurance for Pledged Contracts.  This assignment is evidenced
by Exhibit 8.2.  In the event Lender uses this assignment to collect insurance
benefits or refunds, Lender shall be the owner of the benefits and refunds and
shall  apply  them  to  the  Indebtedness.

                     ARTICLE IX.  CONDITIONS TO ADVANCES

     Section 9.0.  CONDITIONS TO INITIAL ADVANCE.  Notwithstanding any other
provision  of this Agreement and without affecting in any manner the rights of
Lender  hereunder,  Lender  shall not be obligated to make the initial Advance
hereunder  unless  and  until Borrower shall have delivered to Lender, in form
and substance satisfactory to Lender each of the Supplemental Documents listed
on  Exhibit  9.0  attached  hereto and made a part hereof, and such additional
information and materials as Lender may reasonably request.  Such Supplemental
Documents  shall  include,  but  are  not  limited  to, Guaranty Agreements or
Reaffirmations  of  existing  Guaranties, and Debt Subordination Agreements or
Amendments  thereto.

     Section  9.1.  CONDITIONS  TO  EACH ADVANCE.  Notwithstanding any other
provision  of this Agreement and without affecting in any manner the rights of
Lender  hereunder,  Lender  shall  not  be  obligated  to  make  any  Advances
(including  the initial Advance) unless at the time of the Advance, all of the
following  conditions  shall,  in  Lender's  sole determination, be satisfied:

          (A)     For each Eligible Contract, Borrower shall have included the
Eligible  Contract  on  a List of Contracts delivered to Lender and shall have
delivered  to  Lender  the  Contract  Delivery  Documents;  except  that, if a
Certificate  of  Title has not been issued, then the Certificate of Title must
be  delivered  to  Lender within one hundred twenty (120) days of the Contract
date.

          (B)     All of the representations and warranties of Borrower in all
of  the Loan Documents shall be true and correct on and as of the date of such
Advance  as  though  they  were made on and as of such date and Borrower shall
have performed all of its obligations contained in the Loan Documents required
to  be  performed  as  of  such  date;

          (C)        The making of the Advance will not constitute an Event of
Default;

          (D)          There shall have been no material adverse change in the
financial  condition  of  Borrower  or  Guarantor,  after  the  Closing  Date;

          (E)          No  claim  has  been  asserted  or proceeding commenced
challenging  this  Agreement  or  Lender's rights under this Agreement, and no
claim  has  been  asserted which if true would be a breach of a representation
and  warranty  in  the  Loan  Documents;

          (F)          No Event of Default shall have occurred and still be in
existence;

          (G)       Lender has a first priority perfected security interest in
the  Collateral  except  to  the extent otherwise allowed by this Agreement or
Lender  in  writing;

          (H)      An event has not occurred which entitles Lender pursuant to
Section  5.1  (E)  to  take  over  administration  of  the  Pledged Contracts;
          (I)          Lender's  most  recent  inspection of the Collateral or
Borrower's  records  or  operations  has  been  satisfactory  to Lender in all
material  respects;

          (J)     Borrower shall have provided such additional information and
documents  as  Lender  may  reasonably  request;

          (K)          In the event a Certificate of Title with respect to any
Financed  Vehicle has been sent from Lender to Borrower, Borrower has returned
said  Certificate  of  Title  to  Lender  within  120 days of Lender s initial
sending  of  Certificate  to  Borrower;

          (L)          The amount financed for each Eligible Contract does not
exceed:  (i) 160% of N.A.D.A. (National Automobile Dealer s Association) trade
value  for  used  Motor  Vehicles or, (ii) 160% of Dealer Invoice on new Motor
Vehicles,  on  average  for  all  the  Contracts  delivered  to  Lender,  and

          (M)       None of the actions taken or documents executed to satisfy
the  conditions  in  Section  9.0 have been revoked, rescinded, terminated, or
canceled  without  Lender's  prior  consent.

            ARTICLE X.  REPRESENTATIONS AND WARRANTIES OF BORROWER

     Section  10.0.  REPRESENTATIONS OF BORROWER.  Borrower hereby makes the
following  representations and warranties.  The representations and warranties
are  made  as  of  the  execution and delivery of the Agreement, and each time
Borrower  delivers  Pledged  Contracts  to  Lender  or requests an Advance the
representations  and  warranties  are  deemed  to be made again at that time. 
Lender's  knowledge  of  any  breach  of  the  representations  and warranties
contained  herein  shall  not void any of the representations or warranties or
affect  Lender's  rights  with  respect  to  the  breach.

          (a)  ORGANIZATION, GOOD STANDING, NAME, AND LOCATION.  Borrower is
a  corporation duly organized, validly existing and in good standing under the
laws  of  the State of Indiana, with power and authority to own its properties
and  to  conduct  its  business,  and,  at  all relevant times, has the power,
authority  and legal right to acquire, own, and pledge the Pledged Contracts. 
Borrower  has,  is  in  good  standing  under,  and is in compliance with, all
governmental approvals, licenses, permits, certificates, inspections, consents
and  franchises  necessary  to conduct its business, to enter into and perform
this  Agreement,  and  to  own and operate its business.  Borrower's principal
place of business and chief executive office is the Borrower address set forth
in  Section  17.1.  During the preceding five (5) years, Borrower has not been
known  by  or  used  any  other corporate, trade or fictitious name, except as
disclosed in Exhibit 10(a).  Borrower has no subsidiaries, except as disclosed
on  Exhibit  10(a).

          (b)    DUE  QUALIFICATION.   Borrower has, and is in good standing
under,  all  licenses,  permits,  and approvals in all jurisdictions which are
required  for  Borrower's initial acquisition of the Pledged Contracts and for
Borrower's  performance  of  this  Agreement.

          (c)  POWER AND AUTHORITY.  Borrower has the power and authority to
execute  this  Agreement  and  carry  out  its  terms,  and  the execution and
performance  of  the  Agreement  have  been  duly  authorized by all necessary
corporate action.  The execution and performance of this Agreement by Borrower
does  not  require  the  consent  or  approval  of  any  Person.

          (d)    VALID AND BINDING OBLIGATIONS.  The Agreement constitutes a
valid  loan obligation of Borrower and a valid granting of a security interest
in  the  Collateral to Lender, enforceable against creditors of and purchasers
from  Borrower;  and  is  a  legal,  valid  and binding obligation of Borrower
enforceable  in  accordance  with  its  terms.    The Guaranties are valid and
binding  obligations  of the Guarantors enforceable according to their terms. 
Borrower's  use of the Advances is a legal and proper corporate use.  Borrower
has  not  used  Advances  to  give any preference to any creditor or to make a
fraudulent  transfer.

          (e)    NO VIOLATION.  Borrower's execution and performance of this
Agreement  does  not  conflict  with,  result in any breach of, nor constitute
(with or without notice or lapse of time) a default under, (i) the articles of
incorporation  or  bylaws  of  Borrower,  (ii)  any  indenture,  instrument,
agreement, or court order by which it is bound; or (iii) nor does it result in
the creation or imposition of any lien upon any of Borrower's properties other
than  that  granted  to  Lender.

          (f)    NO PROCEEDINGS.  There are no proceedings or investigations
pending, or to the best of Borrower's knowledge, threatened, before any court,
regulatory  body, administrative agency, or other governmental instrumentality
having  jurisdiction  over  Borrower  or  its properties, which (i) assert the
invalidity  of  the Agreement, (ii) seek to prevent the consummation of any of
the  transactions  contemplated by the Agreement, (iii) seek any determination
or  ruling  that,  if  determined  adversely to Borrower, would materially and
adversely affect the Collateral, Borrower's ability to perform its obligations
under the Agreement, the validity or enforceability of the Agreement, Lender's
rights  under the Agreement, or Borrower's financial condition or business, or
(iv)  allege that Borrower is in violation of any statute, regulation, rule or
ordinance  of  any  governmental  entity,  including,  without limitation, the
United  States  of  America, any state, city, town, municipality, county or of
any  other  jurisdiction,  or  of  any  agency  thereof.

          (g)    COLLATERAL.   Borrower has good and marketable ownership of
the  Collateral,  and  the  Collateral is free and clear of all liens, claims,
charges, defenses, counterclaims, offsets, encumbrances and security interests
of  any  kind  or  nature, except the Permitted Liens.  The security interests
granted  to  Lender  pursuant  hereto  are  perfected  first priority security
interests,  assuming  delivery  to  Lender  of  any  Collateral  as  to  which
possession  is  the only method of perfecting a security interest, notation on
motor vehicle titles when necessary and assuming the filing of a UCC financing
statement  with  the collateral description in Exhibit 10.0(g) with the office
of  Secretary of State of Indiana; and no claim of ownership or other interest
has  been  asserted  which  would  be  a  breach  of  this  Section  10.0(g).

          (h)   TAXES.  All required federal, state and local tax returns of
Borrower  have  been accurately prepared and duly and timely filed (within the
initial  or  extended time period allowed therefor) and all federal, state and
local  taxes  required  to be paid with respect to the periods covered by such
returns  have  been  paid.  Borrower has not been delinquent in the payment of
any  tax, assessment or other governmental charge which could adversely affect
in  any  way  the  Collateral.

          (i)    BROKERS.    Except  as otherwise disclosed on Exhibit 10(i)
attached  hereto,  no  person  has,  or  as  a  result  of  the  transactions
contemplated  hereby  will  have  by  reason  of  any  Borrower conduct or any
agreement  to  which Borrower is a party, any right, interest or claim against
Borrower,  Lender  or  the  Collateral  for  any  commission,  fee  or  other
compensation  as  a  finder  or  broker  or  in  any  similar  capacity.

          (j)    STATUS  AND  CONDITION.    Borrower  is  solvent, in stable
financial  condition  and  is  able  to  and  does pay its liabilities as they
mature.    Except  as  otherwise  disclosed  on Exhibit 10(j) attached hereto,
Borrower  is  not  a  party  to any labor dispute or any collective bargaining
contract.

          (k)    DISCLOSURE.    There  is  no  fact  known to Borrower which
Borrower has not disclosed to Lender in writing with respect to the Collateral
or  the  assets, liabilities, financial condition or activities of Borrower or
its  Subsidiaries  which  would  or  may  be likely to have a material adverse
effect  upon  the  Collateral or Borrower's ability to perform its obligations
under  the  Agreement.  All information and documents prepared by Borrower and
provided to Lender at any time are true and accurate at the time of delivery. 
Borrower  does  not  have  knowledge  that  any  information or documents, not
prepared  by  Borrower  but  delivered by Borrower to Lender were not true and
accurate  at  the  time  of  delivery.

          (l)  ARTICLES OF INCORPORATION AND CERTIFICATES OF EXISTENCE.  The
Borrower's  Articles  of  Incorporation received by Lender pursuant to Section
9.0  have  not  been  modified.   Borrower has not taken or allowed any action
which  would  result  in  it  not  being in legal existence.  Borrower has not
received  notice  of any actual or threatened action to revoke its articles of
incorporation  or  legal  existence.

          (m)   FINANCIAL STATEMENTS.  All financial statements of Borrower,
and  Subsidiaries  or  any  Guarantor  delivered  to Lender fairly present the
assets,  liabilities  and  financial  condition  and  income  as  of the dates
thereof.    There  are no material omissions from the financial statements and
there  has  been  no  adverse  change  in the assets, liabilities or financial
condition since the date of the most recently delivered financial statements. 
There  exists  no  equity or long-term investments in, or outstanding advances
to,  or guaranties of, any Person except such equity, investment, advances, or
guaranties  disclosed  in  the financial statements.  The financial statements
accurately  disclose  all  transactions  with  Subsidiaries.

          (n)    CONDITIONS.    Each  time Borrower requests an Advance, the
Conditions  in  Section  9.1  have  been  met.

          (o)    CHARACTERISTICS  OF  CONTRACTS.    Each  Pledged  Contract
delivered  to  Lender  as  an  Eligible Contract meets all of the requirements
listed  in  the definition of Eligible Contract, except that Borrower makes no
representation  or  warranty  as  to  whether  (i)  the  Contract  meets  such
requirements to Lender's satisfaction, or (ii) the Contract presents a credit,
collateral,  or  documentation  risk  unacceptable  to  Lender.   No selection
procedures  adverse  to  Lender  have  been utilized in selecting the Eligible
Contracts  delivered  to  Lender.

          (p)    NO  DEFAULTS.  No  condition  exists  which would, upon the
execution  and delivery of this Agreement or Borrower s performance hereunder,
constitute  an Event of Default.  Borrower is not in default, and no event has
occurred  and  no  condition  exists which constitutes, or with the passage of
time  or  the  giving of notice or both, would constitute, a default under any
material  agreement  between Borrower and any Person, including the payment of
any  debt or other obligation permitted under this Agreement to any Person for
borrowed  funds.

          ARTICLE XI.  REPRESENTATIONS AND WARRANTIES OF THE LENDER

     Section  11.0.  REPRESENTATIONS OF LENDER.  The Lender hereby makes the
following  representations  and  warranties:

          (a)    DUE  ORGANIZATION.    The  Lender  is  a  corporation, duly
organized,  validly  existing and in good standing under the laws of the State
of  New York, and has the power to own its assets and to transact the business
in  which  it  is  presently  engaged  with  regard  to  this  Agreement;

          (b)    REQUISITE  POWER.    The  Lender  has the power to execute,
deliver  and  perform  this  Agreement,  and has taken all necessary action to
authorize  the  execution,  delivery  and  performance  of this Agreement; and

          (c)  BINDING AGREEMENT.  This Agreement has been duly executed and
delivered  by  the  Lender  and  constitutes  the  legal,  valid  and  binding
obligation  of  the  Lender,  enforceable  in  accordance  with  its  terms.

                          ARTICLE XII.  INDEMNITIES

     Section  12.0.  INDEMNITY.    Borrower  shall indemnify and hold Lender
harmless  from  any  and  all  losses,  claims,  damages,  costs,  good  faith
settlements, expenses, taxes, reasonable attorneys' fees or other liabilities,
including  but  not  limited  to  costs  of investigation, litigation fees and
expenses,  and  costs  in  successfully asserting the right to indemnification
hereunder,  (collectively,  "Losses")  incurred  by  Lender  at  any  time and
pertaining  to  (i)  facts which are, or allegations which if true would be, a
breach  of  any representation, warranty, obligation, agreement or covenant of
Borrower  contained  in  the  Loan Documents, or (ii) Lender entering into the
Loan  Documents  or  making  Advances or handling Remittances or administering
Pledged Contracts in accordance with this Agreement, (iii) an Event of Default
or,  (iv)  activities,  operations  or  conduct  of  Borrower,  Guarantor,  or
Subsidiaries.

                     ARTICLE XIII.  AFFIRMATIVE COVENANTS

     The following covenants shall remain in effect until the full payment and
performance  of  all  of  Borrower's  obligations  to  Lender:

     Section 13.0. FINANCING STATEMENTS.  At the request of Lender, Borrower
shall  execute  such financing statements as Lender determines may be required
by  law  to  perfect,  maintain  and  protect  the  interest  of Lender in the
Collateral  and  in  the  proceeds  thereof.

     Section  13.1. BOOKS AND RECORDS.  Borrower shall maintain accurate and
complete  books  and  records  with  respect  to  the  Collateral,  Borrower's
business,  and  Borrower's  administration  of  the  Pledged  Contracts.   All
accounting  books and records shall be maintained in accordance with generally
accepted  accounting  principles  consistently  applied.

     Section  13.2.  CONTINUITY  OF BUSINESS AND COMPLIANCE WITH AGREEMENT. 
Borrower shall continue in business in a prudent, reasonable and lawful manner
with  all necessary licenses, permits, and qualifications necessary to perform
this  Agreement.  Borrower shall regularly and properly train its employees to
comply  with  all applicable laws governing the administration and purchase of
Contracts.    Borrower  shall take the steps necessary for the representations
and  warranties  in  Article  X  to  be  true at all times.  In the event that
Borrower  learns  that a representation and warranty in Article X is no longer
true,  it  shall  notify  Lender within three (3) Business Days after learning
thereof.

     Section  13.3.  FINANCIAL  STATEMENTS  AND ACCESS TO RECORDS.  Borrower
shall  provide  Lender  with monthly audited or unaudited financial statements
within  thirty  (30)  days of the end of each of Borrower s Accounting Period,
with quarterly statements (10Q) within forty-five (45) days of the end of each
quarter,  and with audited annual financial statements within ninety (90) days
of  Borrower's  fiscal year-end audited by Ernst & Young LLP or an independent
certified public accounting firm acceptable to Lender.  Borrower shall deliver
to  Lender  with  each  financial  statement a certificate by Borrower's chief
financial  officer in the form of Exhibit 13.3.  Borrower shall provide Lender
with  audited or unaudited annual financial statements of any Guarantor within
ninety  (90)  days  after  the  end of each calendar year.  The Borrower shall
permit  the  Lender or its agents to have access to and the ability to inspect
and make copies of the records of the Borrower wherever located, including but
not  limited  to  the  locations  set  forth on Exhibit 10.0(a), provided such
access  is  requested  during  the  Borrower  s  regular  business  hours.

     Section  13.4.  SUBSEQUENT ACTIONS.  At the request of Lender, Borrower
shall  execute  and  deliver  to Lender after execution of this Agreement such
documents  or  take  such  action  as  Lender deems necessary to carry out the
Agreement.

     Section  13.5.  FINANCIAL CONDITION. The Borrower shall observe each of
the  following financial covenants and shall notify Lender in writing promptly
upon  its  learning  of any violation of the following or any material adverse
change in its financial condition or the financial condition of the Guarantor:

     A.        Debt Ratio -- Borrower shall not allow its Debt Ratio to exceed
3.5:1  at  all  times,  measured  as  of  the  end  of each Accounting Period.

     B.          Net  Worth -- Borrower shall maintain a Net Worth of at least
Twenty-Eight  Million  Dollars  ($28,000,000) at all times, measured as of the
end  of  each  Accounting  Period.

     C.       Interest Coverage -- From the date hereof through June 30, 1997,
the  Borrower  shall  maintain  Interest Coverage of at least .8:1; at July 1,
1997  through  September  30,  1997  of  at  least 1:1; and at October 1, 1997
through  December  31,  1997  of  at  least 1.2:1 and at all times thereafter,
measured  at  the  end  of  each  calendar  quarter.

     D.       Rolling Average Delinquency -- From the date hereof through June
30,  1997,  Borrower's Rolling Average Delinquency shall not exceed 9%, and at
July  1,  1997 and at all times thereafter shall not exceed 8%, measured as of
the  end  of  each  Accounting  Period.

     E.       Rolling Average Charge Offs -- From the date hereof through June
30,  1997,  Borrower's  Rolling  Average  Charged-Off  Losses shall not exceed
2.50%;  at  July  1,  1997  through  September 30, 1997, such Losses shall not
exceed  1.50%  and at October 1, 1997 and at all times thereafter, such Losses
shall  not  exceed  1.25%,  measured  as of the end of each Accounting Period.

     F.     Reserve Requirement -- The Borrower shall maintain its Reserve for
Losses  at 10% at all times, measured as of the end of each Accounting Period.

     G.        Repossession Inventory -- From the date hereof through June 30,
1997,  the Borrower's Repossession Inventory shall not exceed 10%, and at July
1,  1997  and  at  all  times  thereafter, such Inventory shall not exceed 5%,
measured  as  of  the  end  of  each  Accounting  Period.

     Section  13.6.  LITIGATION  MATTERS.    Borrower shall notify Lender in
writing, promptly upon its learning thereof, of any litigation, arbitration or
administrative  proceeding  which  may  materially  and  adversely  affect the
operations,  financial condition or business of Borrower or Borrower's ability
to  perform  this  Agreement  or  which  in  any way involve Lender's security
interest  in  the  Collateral  or  other  rights  under  the  Loan  Documents.

     Section  13.7.  VALUE  OF  COLLATERAL.    If  in  Lender's judgment the
Collateral  has  materially  decreased  in  value,  other  than  the  ordinary
depreciation  of  Financed  Vehicles,  Borrower  shall  either  provide enough
addi-tional  Collateral  to  satisfy  Lender  or  reduce the Loan by an amount
sufficient  to  satisfy  Lender.

     Section  13.8  PAYMENT OF OBLIGATIONS.  Borrower shall pay and perform,
as and when due, all of its obligations, including, without limitation, all of
its  obligations  to  Lender.

     Section  13.9.  BORROWER  INSURANCE.  Borrower shall maintain customary
amounts  of  insurance  covering,  without  limitation, fire, theft, burglary,
public  liability,  property damage, product liability, workers' compensation,
and  liability  arising  from  Borrower's  collection of Contracts and sale of
motor  vehicles.    Borrower shall pay all insurance premiums payable for such
coverage  and  shall  upon request of Lender deliver a copy of the policies of
such  insurance  to  Lender, together with evidence of payment of all premiums
therefor.

     Section  13.10.  CERTIFICATES OF TITLE.  Borrower shall promptly obtain
Certificates  of  Title  for  all  Financed Vehicles.  Borrower shall promptly
deliver  to Lender all Certificates of Title it receives for Financed Vehicles
for  Pledged  Contracts.

     Section  13.11.  INTEREST  RATE CAP/COLLAR.  Borrower shall maintain an
interest  rate  cap/collar  issued  by  a  financial institution acceptable to
Lender  and  keep  such  cap/collar  in  place.   The cap/collar shall cover a
principal  amount  of  at  least  fifty  million dollars ($50,000,000.00), and
should  be  on  substantially  the same terms and conditions as the cap/collar
presently  in  effect  between  the  Borrower  and LaSalle National Bank dated
October  1,  1996.

     Section  13.12.    PAYMENT OF FEES AND EXPENSES.  Borrower shall pay to
Lender,  on demand, any and all fees, costs or expenses which Lender pays to a
bank or other similar institution arising out of or in connection with (i) the
forwarding  to  Borrower, or any other Person on behalf of Borrower, by Lender
of  Advances  pursuant  to  this  Agreement  and  (ii)  the return of payments
deposited  for  collection by Lender, including but not limited to payments by
Borrower  and  payments  by  Contract  Debtors.


                       ARTICLE XIV.  NEGATIVE COVENANTS

     Borrower  covenants  and  agrees  that  hereafter, without Lender's prior
written  consent,  which  shall  not  be  unreasonably  withheld,  in its sole
discretion, until all of Borrower's obligations to Lender with respect to this
Agreement  are  performed  and  paid  in  full:

     Section 14.0. MERGERS, ETC.  Borrower shall not merge with, consolidate
with,  acquire  or otherwise combine with any Person, transfer any division or
segment  of  its  operations  to  any  Person  or  form  any  subsidiary.

     Section  14.1.  INVESTMENTS.  Borrower shall not make any investment in
any  Person through the direct or indirect holding of securities or otherwise.

     Section  14.2  DIVIDENDS.  Borrower shall not declare or pay dividends.

     Section  14.3.  LOANS  AND  ADVANCES.  Except for routine and customary
salary advances, Borrower shall not make any unsecured loans or other advances
of  money  to  officers, directors, employees, stockholders or Subsidiaries in
excess of $25,000 in total.  Borrower shall not incur any long term or working
capital debt (other than the Indebtedness) secured by Contracts, and shall not
create,  incur, assume or suffer to exist any short term indebtedness which is
not  Subordinated  Debt.

     Section  14.4.  CAPITAL  STRUCTURE.    Borrower  shall  not (i) redeem,
retire,  purchase  or  otherwise  acquire,  directly  or  indirectly,  any  of
Borrower's  stock, or (ii) make any change in Borrower's capital structure, or
(iii)  make  any  change  in  any  of  its  business  objectives, purposes and
operations  which might in any way adversely affect the payment or performance
of,  or  Borrower's ability to pay and perform, its obligations to Lender with
respect  to  this Agreement.  Borrower shall not allow a transfer of ownership
involving  management  shareholders that have greater than a ten percent (10%)
ownership  interest  in  Borrower  provided,  however, that with prior written
notice  to the Lender, Capitol American Life Insurance Company may convert its
Subordinated  Debt  into shares of common stock of the Borrower, provided that
Capitol American Life Insurance Company is in compliance with the terms of its
Debt  Subordination  Agreement  with  the  Lender.

     Section  14.5.  TRANSACTIONS WITH SUBSIDIARY.  Borrower shall not enter
into, or be a party to, any transaction with any Subsidiary, or stockholder of
Borrower,  except,  consistent  with  Borrower's practice before entering into
this  Agreement,  in  the  ordinary  course of, and pursuant to the reasonable
requirements  of, Borrower's business and upon fair and reasonable terms which
are  fully  disclosed to Lender and are no less favorable to Lender than would
obtain in a comparable arm's length transaction with a Person not a Subsidiary
or  stockholder  of  Borrower.

     Section  14.6  ADVERSE TRANSACTIONS.  Borrower shall not enter into any
trans-action  which  adversely affects the Collateral or Borrower's ability to
perform  this Agreement or Lender's rights under the Loan Documents; or permit
or  agree  to  any  extension,  compromise or settlement or make any change or
modification  of  any  kind  or  nature  with respect to any Pledged Contract,
including  any  of  the terms thereof or the amounts due thereunder except for
customary  payment  extensions  of  Pledged Contracts done, in accordance with
Borrower's  policies  and  routines  in  existence  on  the  Closing  Date, as
contained  in  Exhibit  5.1(A).

     Section  14.7. GUARANTIES.  Borrower shall not guaranty or otherwise in
any  way,  become liable with respect to the obligations or liabilities of any
other Person except (i) any Subsidiary's or Guarantor's obligations to Lender,
and  (ii)  by  customary  endorsement  of  instruments or items of payment for
deposit  to  the  general  account  of  Borrower  or  for  delivery to Lender.

     Section  14.8.  COLLATERAL.  Except as otherwise expressly permitted in
the  Loan  Documents,  Borrower  shall  not  convey  or  allow  any ownership,
security, or other, interest in the Collateral other than Borrower's ownership
interest and Lender's security interest.  Borrower shall not interfere with or
countermand  Lender's  instructions  to  any Person to send Remittances to the
Lock Box, the Depository Account or Lender.  Borrower can grant purchase money
security  interests  in  its equipment to Persons other than Lender.  Borrower
can  lease,  as  lessee,  equipment  it  uses.

                        ARTICLE XV.  EVENTS OF DEFAULT

     Section  15.0.  EVENTS  OF  DEFAULT.    An  Event  of Default means the
occurrence  or  existence of one or more of the following events or conditions
(whatever  the  reason  for  the  Event  of  Default  and  whether  voluntary,
involuntary  or  caused by operation of law) which is not waived in writing by
Lender  or  cured  to  the  extent  a  cure  is  applicable:

          (A)    A  breach  by  Borrower  of  any  representation, warranty or
obligation  contained  herein  or  in the other Loan Documents or in any other
agreement  with  Lender.

          (B)    A breach by a Subsidiary, a Guarantor or a Person which holds
any  Subordinated  Debt  of  the Borrower, of any representation, warranty, or
obligation  contained  in  any  other  agreement  with  Lender.

          (C)  Any default by Borrower (including but not limited to a default
due  to  non-payment)  under any material agreement, document or instrument to
which  Borrower  is  a  party  or  by which Borrower or any of its property is
bound,  creating  or  relating to any debt or other obligation (other than the
Loan  or  the  Subordinated  Debt), if the payment or maturity of such debt or
obligation  is  accelerated  as  a  consequence  of such default or demand for
payment  thereof  is  made.

          (D)     The Collateral or any other of Borrower's, a Subsidiary's or
Guarantor's assets are attached, seized, levied upon or subjected to a writ or
distress  warrant,  or  come  within  the possession of any receiver, trustee,
custodian  or  assignee  for  the  benefit  of  creditors  and the same is not
dissolved  within  thirty  (30) days thereafter; an application is made by any
Person  other  than  Borrower  for  the appointment of a receiver, trustee, or
custodian  for  the Collateral or any other of Borrower's, a Subsidiary's or a
Guarantor s assets and the same is not dismissed within thirty (30) days after
the  application therefor; or Borrower, a Subsidiary or a Guarantor shall have
concealed,  removed  or  permitted to be concealed or removed, any part of its
property,  with  intent  to  hinder, delay or defraud its creditors or made or
suffered  a  transfer of any of its property which may be fraudulent under any
bankruptcy,  fraudulent  conveyance  or  other  similar  law.

          (E)          An  application  is made by Borrower, a Subsidiary or a
Guarantor  for  the  appointment  of  a receiver, trustee or custodian for the
Collateral or any other of Borrower's, a Subsidiary's or a Guarantor s assets;
a  petition under any section or chapter of the Bankruptcy Code or any similar
federal or state law or regulation shall be filed by Borrower, a Subsidiary or
a  Guarantor;  Borrower,  a Subsidiary or a Guarantor shall make an assignment
for  the  benefit  of  its  creditors  or  any  case or proceeding is filed by
Borrower,  a  Subsidiary  or  a Guarantor for its dissolution, liquidation, or
termination;  Borrower  ceases  to conduct its Contract purchase and servicing
business.

          (F)      Borrower is enjoined, restrained or in any way prevented by
court  order from conducting all or any material part of its business affairs,
or  a  petition  under  any  section  or chapter of the Bankruptcy Code or any
similar  federal  or  state law or regulation is filed against Borrower, or an
Affiliate, or a Guarantor or any case or proceeding is filed against Borrower,
or  an  Affiliate  or a Guarantor for its dissolution or liquidation, and such
injunction,  restraint,  petition,  case or proceeding is not dismissed within
thirty  (30)  days  after  the  entry  or  filing  thereof.

          (G)     A notice of lien, levy or assessment is filed of record with
respect to all or any of Borrower's, a Subsidiary's or a Guarantor s assets by
the United States, or any department, agency or instrumentality thereof, or by
any  state,  county,  municipal  or  other  governmental  agency and it is not
released  within  thirty  (30) days after the filing; or if any taxes or debts
become a lien or encumbrance upon the Collateral or any other of Borrower's, a
Subsidiary's  or  a  Guarantor  s  assets, and the same is not released within
thirty  (30)  days  after  the  same  becomes  a  lien  or  encumbrance.
          (H)       Borrower, a Subsidiary or a Guarantor becomes insolvent or
admits  in  writing  to  its  inability  to  pay  its  debts  as  they mature.

          (I)  An event has occurred which entitles Lender pursuant to Section
5.1(E)  to  take  over  administration  of  the  Pledged  Contracts.

          (J)       There occurs or exists any situation which leads Lender to
believe, in good faith, that Borrower may not, or may be unable to, pay in the
normal  course one or more payment obligations to Lender, and Lender has given
Borrower  at  least  ten  (10)  days'  notice  thereof.

          (K)          A  financial  statement  of Borrower, a Subsidiary or a
Guarantor  reveals  that  its  financial  condition  has  materially adversely
deteriorated  after  the  execution  of  this  Agreement.

          (L)          An  audited  financial  statement  of  Borrower  is not
unqualified.

          (M)        Any other event occurs which will, in Lender's reasonable
opinion,  have  a  material  adverse effect on the Collateral, Lender's rights
under  the  Loan  Documents, or on Borrower's financial or business condition,
operations  or prospects, including, without limitation, any change in the due
diligence  procedures  used  by  Borrower  to  qualify  Contract  Debtors  for
Contracts,  and  Lender  has  given  Borrower  at  least ten (10) days' notice
thereof.

          (N)     Guarantor fails to immediately repay the Loan to Lender upon
notice  from  Lender  pursuant  to  the  terms  of  the  Guaranty.

          (O)          Any  Guarantor  shall  revoke  or attempt to revoke its
Guaranty,  or shall repudiate its liability thereunder or be in default of the
terms  of  such  Guaranty.

     Section  15.1.  DEFAULT  RATE  OF INTEREST.  Upon and after an Event of
Default  and  subject  to  Section 2.4, Borrower's obligations to Lender shall
continue  to bear interest, calculated daily on the basis of a 365-day year at
the  per  annum  rate  set  forth in Section 2.2, plus additional post-default
interest  of    two  percent  (2%)  per  annum  until  paid  in  full.

     Section  15.2.  LENDER'S  REMEDIES.    Whenever an Event of Default has
occurred and whenever Lender is entitled to take over Contract administration,
Lender may without prior notice immediately suspend making Advances.  Upon and
after  an  Event  of  Default,  Lender  shall  have  the  following rights and
remedies.    The  rights and remedies shall be cumulative, and none exclusive,
except to the extent required by law.  Lender's exercise of any right, remedy,
or  attorney-in-fact  appointment  shall  not  relieve  Borrower of any of its
obligations  to  Lender.

          (A)     The right, at Lender's discretion and without notice, (i) to
immediately  cease  further Advances and/or terminate this Agreement, and (ii)
to  declare  Borrower's  obligations  to  Lender  immediately due and payable,
whereupon  Borrower's obligations shall become and be due and payable, without
presentment,  demand, protest or further notice or process of any kind, all of
which  are  expressly  waived  by  Borrower.  Borrower's obligations to Lender
shall  be  immediately  due  and  payable without declaration by Lender if the
Event of Default consists of a petition filed under the Bankruptcy Code or any
similar  federal  or  state  law.

          (B)      All of the rights and remedies of a secured party under the
UCC  and  other  applicable  laws,  including the right to appoint a receiver.

          (C)         The right at any time to (i) enter through self-help and
without  judicial  process,  upon  the  premises  of  Borrower,  without  any
obligation  to  pay  rent  to  Borrower, or to enter any other place or places
where  the Collateral is located and kept, and remove the Collateral or remain
on  and  use  the  premises  for the purpose of collecting or disposing of the
Collateral,  and  (ii) require Borrower to assemble the Collateral and make it
available  to  Lender  at  a  place  to  be  designated  by  Lender.

          (D)      The right to sell or otherwise dispose of all or any of the
Collateral  at  public  or  private sale, as Lender in its sole discretion may
deem advisable, with such notice as may be required by law; and such sales may
be  adjourned from time to time with or without notice.  Lender shall have the
right  to  conduct  such  sales on Borrower's premises without charge for such
time and Collateral as Lender may see fit.  Lender is hereby granted a license
or  other applicable right to use, without charge, Borrower's labels, patents,
copyrights,  rights of use of any name, trade secrets, trade names, trademarks
and advertising matter, or any property of a similar nature, as it pertains to
the  Collateral,  in  advertising  for  sale  and  selling  any Collateral and
Borrower's  rights under all licenses and all franchise agreements shall inure
to  Lender's  benefit  for this purpose.  Lender shall have the right to sell,
lease  or  otherwise dispose of the Collateral, or any part thereof, for cash,
credit  or any combination thereof, and Lender may purchase all or any part of
the Collateral at public or, if permitted by law, private sale and, in lieu of
actual  payment  of  such purchase price, may set off the amount of such price
against  Borrower's obligations to Lender.  Without excluding other methods of
disposition  which  may be commercially reasonable, it shall be a commercially
reasonable disposition of the Pledged Contracts and Contract Rights for Lender
to  collect  and  enforce the Contracts and Contract Rights in the same manner
that  it  collects  and enforces similar Contracts and Contract Rights for its
own  account  or  for  the  account of other Persons.  If any deficiency shall
arise  from  the  disposition  of  Collateral, Borrower shall remain liable to
Lender  therefor.

          (E)       The right at any time and from time to time thereafter, at
Lender's  sole  discretion  and  without  notice  to  Borrower, (i) to enforce
payment  of the Contract Debtor's and Contract Rights Payor's obligations, and
to collect and foreclose, by legal proceedings or otherwise, the Collateral in
the name of Lender or Borrower and (ii) to take control, in any manner, of any
item of payment for or proceeds of the Collateral.  Lender is not obligated to
pursue  the  Collateral  or  the  Guarantors  or  any other Person in order to
enforce  Borrower's  obligations  to  Lender.

          (F)     The right to take over in Lender's or Borrower's name all or
part  of  the  administration  of  the  Contracts.

          (G)          The  right to carry out the actions within the scope of
Borrower's  appointment  of  Lender  as  attorney-in-fact.

          (H)         The right to offset or apply the funds in the Depository
Account.

     Section  15.3. INJUNCTIVE RELIEF.  Borrower recognizes that if there is
an  Event of Default then, depending on the nature of the Event of Default, it
may  be  that  no  remedy  at  law will provide complete or adequate relief to
Lender,  and  Lender  shall  be entitled to temporary and permanent injunctive
relief  in any such case without the necessity of proving actual damages.  The
injunctive relief shall not be a waiver of Lender's rights to other relief and
remedies.

     Section  15.4.  NOTICE.  Any notice required to be given by Lender of a
sale, lease, or other disposition of the Collateral which is given pursuant to
Section  17.1  at  least  five  (5)  days prior to such proposed action, shall
constitute  commercially  reasonable  and  fair  notice  thereof to Borrower. 
Notice  of less duration shall not be presumed to be commercially unreasonable
or  unfair.

     Section  15.5.  APPOINTMENT  OF  LENDER AS BORROWER'S LAWFUL ATTORNEY. 
Borrower irrevocably appoints Lender (and all persons designated by Lender) as
Borrower's  true  and  lawful  attorney-in-fact  to act in Borrower's place in
Borrower's or Lender's name, upon an Event of Default, to:  (i) demand payment
of  the  Pledged Contracts, other Collateral consisting of payment obligations
and  Contract  Rights;  (ii)  enforce  payment of the Pledged Contracts, other
Collateral  consisting  of  payment  obligations and Contract Rights, by legal
proceedings or otherwise; (iii) exercise all of Borrower's rights and remedies
with respect to the collection and enforcement of the Pledged Contracts, other
Collateral  consisting  of  payment  obligations,  and  Contract  Rights; (iv)
settle,  adjust,  compromise,  discharge, release, extend or renew the Pledged
Contracts,  other  Collateral  consisting of payment obligations, and Contract
Rights; (v) if permitted by applicable law, sell or assign the Collateral upon
such  terms,  for  such  amounts  and  at  such  time or times as Lender deems
advisable;  (vi)  take  control,  in  any  manner,  of  any item of payment or
proceeds  with  respect  to  the  Collateral;  (vii)  prepare,  file  and sign
Borrower's  name  on  any  proof  of  claim  in Bankruptcy or similar document
against any Contract Debtor or Contract Rights Payor; (viii) prepare, file and
sign Borrower's name on any notice of lien, assignment or satisfaction of lien
or  similar  document  in connection with the Collateral; (ix) do all acts and
things  necessary,  in  Lender's  sole discretion, to exercise Lender's rights
granted  in  or referred to in Section 15.2 of this Agreement; (x) endorse the
name  of  Borrower  upon  any  item  of  payment  or proceeds consisting of or
relating  to  the Collateral and deposit the same to the account of Lender for
application  to  the  Indebtedness;  (xi)  use  the information recorded on or
con-tained in any data processing equipment and computer hardware and software
relating to the Collateral to which Borrower has access; (xii) open Borrower's
mail  to  collect  Collateral and direct the Post Office to deliver Borrower's
mail to an address designated by Lender; and (xiii) do all things necessary to
carry  out  and  enforce  this  Agreement  which  Borrower  has failed to do. 
Borrower  ratifies  and  approves  all  acts  of  Lender  as  Borrower's
attorney-in-fact.    Lender  shall  not,  when  acting as attorney-in-fact, be
liable for any acts or omissions as or for any error of judgment or mistake of
fact or law, except for actions taken in bad faith.  This power, being coupled
with an interest, is irrevocable until all payment and performance obligations
of  Borrower to Lender have been fully satisfied.  Borrower shall upon request
of  Lender  execute  powers  of  attorney to separately evidence the foregoing
powers granted to Lender.  All costs, fees and expenses incurred by Lender, or
for  which  Lender becomes obligated, in connection with exercising any of the
foregoing  powers  shall  be payable to Lender by Borrower on demand by Lender
and  until  paid  shall  be  part  of  the  Loan.

     Section  15.6.  LENDER'S  DEFAULT.   In the event of any default of the
Loan  Documents  by  Lender  or  any  claim  by  Borrower  related to the Loan
Documents,  Borrower's  sole  and  exclusive  remedy against Lender shall be a
cause of action sounding in contract with damages limited to actual and direct
damages incurred.  Lender shall in no event be liable for ordinary negligence,
delay  in  performance  or any consequential, special, punitive, incidental or
indirect  damages,  including without limitation, loss of profit or goodwill. 
Lender  shall  in  no  event  be  liable  for  any  loss or damage directly or
indirectly  resulting  from  the  furnishing of services or reports under this
Agreement.   With respect to any goods and services provided by Lender, LENDER
MAKES  NO  WARRANTIES,  whether  expressed  or  implied,  including,  without
limitation, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.   Borrower shall have no cause of action against Lender for a default
under  the  Loan Documents unless Borrower first gives notice to Lender of the
default  and allows Lender a reasonable time of at least fifteen (15) Business
Days  to  cure  the  default  and  Lender fails to commence action within such
period  to  cure  the  default.


                          ARTICLE XVI.  DEFINITIONS

     Section  16.0  DEFINED TERMS.  Whenever used in this Agreement with the
initial  letter  capitalized,  the  following  terms shall have the respective
meanings  set  forth below.  When the terms are used in the plural, the plural
forms  of  the  meanings  shall  apply.

     ACCOUNTING  DATE:    The  last  day  of  an  Accounting  Period.
     ACCOUNTING  PERIOD:    a  calendar month, beginning with the month during
which  this  Agreement  is  executed and ending with the calendar month during
which  the  Indebtedness  has  been paid in full following termination of this
Agreement.

     ADVANCE:    each  of  the  Loan advances described in Article III of this
Agreement.

     AVERAGE  CHARGED-OFF  LOSSES:    the  Accounting  Period  average  of the
Charged-Off  Losses  for  any  six  consecutive  Accounting  Periods.

     BORROWING  BASE:    the amount equal to the lesser of (i) Seventy Million
Dollars  ($70,000,000)  or (ii) seventy-eight percent (78%) of the Outstanding
Principal  Balance of all Eligible Contracts during the time they are included
in  the  Borrowing  Base  pursuant  to  Section  3.1.

     BUSINESS DAY:  any day other than (i) a Saturday or Sunday, or (ii) a day
on  which  banking institutions in the State of Indiana are required by law to
be  closed.

     CERTIFICATE  OF  TITLE:    with  respect  to  each  Financed Vehicle, the
certificate of title (or other evidence of ownership) issued by the department
of  motor  vehicles,  or  other appropriate governmental body, of the state in
which  the Financed Vehicle is to be registered showing the Contract Debtor as
owner,  with either notation of the Borrower's first lien or such other status
indicated  thereon  which is necessary to perfect Borrower's security interest
in  the  Financed  Vehicle  as a first priority interest, and showing no other
actual  or  possible  lien  interest  in  the  Financed  Vehicle.

     CHARGED-OFF  CONTRACT:    a  Pledged Contract (i) for which any Scheduled
Payment  is delinquent (not paid by the due date) more than one hundred twenty
(120)  days as of the end of an Accounting Period, (ii) for which the Financed
Vehicle  has  been surrendered, repossessed, or unable to be located, or (iii)
which  has  been  settled  for  less  than  the Outstanding Principal Balance.

     CHARGED-OFF  LOSSES:    as  of  the  end of an Accounting Period, the Net
Credit  Losses  recorded  during  the  Accounting  Period,  divided  by  the
Outstanding  Principal  of  all  Contracts  owned  by  Borrower, which are not
Charged-Off  Contracts,  expressed  as  a  percentage.

     CLOSING  DATE:    the  date  on  which  the  first  Advance  is  made.

     COLLATERAL:    any  and  all  real and personal, tangible and intangible,
property,  whether now owned or hereafter acquired, in which Lender is granted
a  security  interest  now  or  hereafter,  in this Agreement or otherwise, to
secure  Borrower's  obligations  to  Lender.

     CONTRACT:    an  installment  or  conditional  sale  contract,  with  any
amendments,  owned or acquired by Borrower pursuant to which a Contract Debtor
has:  (i)  purchased  a  new  or  used  Motor Vehicle, (ii) granted a security
interest  in  the  Motor  Vehicle  to  secure  the  Contract  Debtor's payment
obligations,  and  (iii) agreed to pay the unpaid purchase price and a finance
charge  in  periodic  installments  no  less  frequently  than  monthly.

     CONTRACT DEBTOR:  the Person that has executed a Contract as a purchaser,
and  any Guarantor, co-signer or other Person obligated to make payments under
the  Contract.

     CONTRACT  DEBTOR  DOCUMENTS:    those  documents as are identified on the
attached  Exhibit  6.3  attached  hereto  and  made  apart  hereof.

     CONTRACT  DELIVERY DOCUMENTS:  the original Certificate of Title, and the
original executed Contract with original Contract Debtor and Dealer signatures
and  bearing  on  its  front  or  back  surface  an  assignment  to  Lender.

     CONTRACT  RIGHTS:    with  respect  to  Pledged Contracts, (i) Borrower's
interest  in  the  Financed Vehicle; (ii) all rights of Borrower regarding the
Contract  and  Financed  Vehicle,  including  but  not  limited  to  rights to
electronic funds transfers and rights under all dealer agreements and purchase
agreements  pursuant to which the Contract was acquired by Borrower; (iii) all
rights  of  Borrower  with  respect  to  Optional  Contract  Debtor Insurance,
Required  Contract  Debtor Insurance, and any other policies of fire, theft or
comprehensive  insurance,  collision  insurance, public liability insurance or
property damage insurance maintained with respect to the Financed Vehicle, the
Contract,  or  the  Contract  Debtor;  (iv) all rights of Borrower, if any, to
prepaid  dealer  rate  participation  in  connection  with  the  Contract; (v)
Remittances,  and  (vi)  all rights of Borrower to the originals of all books,
records (including electronic data), reports, files, and documents relating to
the  Contracts,  including,  but  not  limited  to, Contract Debtor Documents,
financial  statements  of Contract Debtors, and all payment reports or records
relating  to  the  Contracts.

     CONTRACT  RIGHTS  PAYORS:   Persons, other than Contract Debtors, against
whom  Contract  Rights  can  be  asserted.

     CREDIT  LINE:    the dollar component in the definition of Borrowing Base
(which  is  $70,000,000).

     DEALER:    the  seller  of  the  Financed Vehicle to the Contract Debtor.

     DEALER INVOICE:  as to new Financed Vehicles, the invoice prepared by the
manufacturer  showing  the  net  cost;  and, as to used Financed Vehicles, the
Black  Book wholesale average used to establish wholesale value as of the date
of  the  contract.
     DEBT  RATIO:    the  debt-to-equity  ratio  of  Borrower, calculated on a
consolidated  basis  and  in  accordance  with  generally  accepted accounting
principles,  by  comparing total liabilities, other than Subordinated Debt, to
Net  Worth.

     DELINQUENCY  MEASUREMENT:  as of the end of an Accounting Period, the sum
of  the  Gross  Outstanding  Balances of all Delinquency Measurement Contracts
which  have  at least two (2) due and partially or completely unpaid Scheduled
Payments,  divided  by  the  sum  of  the  Gross  Outstanding  Balances of all
Delinquency  Measurement  Contracts;  expressed  as  a  percentage.

     DELINQUENCY  MEASUREMENT  CONTRACTS:   all Pledged Contracts which do not
constitute  Charged-Off  Contracts.

     DEPOSITORY  ACCOUNT:  a bank account owned by Lender at a bank designated
by  Lender  for  the  purpose  of  receiving Remittances made payable to it or
Borrower.

     ELIGIBLE  CONTRACT:   each Contract delivered by Borrower to Lender which
is  listed  on  a  List of Contracts delivered to Lender at the same time, and
which  in  Lender's  sole determination satisfies each of the requirements set
forth  on  Exhibit  3.1  at  the time of delivery and thereafter except to the
extent  expressly  stated  in  Exhibit  3.1  to apply only at delivery or only
thereafter.

     EVENT  OF DEFAULT:  this term has the meaning provided in Section 15.0 of
this  Agreement.

     FINANCED  VEHICLE:  the new or used Motor Vehicle purchased by a Contract
Debtor  pursuant  to  a Contract, or any substituted vehicle which is properly
documented  and  approved  by  Lender.

     GAAP:    Generally  Accepted  Accounting  Principles.

     GROSS  CREDIT  LOSSES:    For  any  Accounting  Period,  the  sum  of all
Charged-Off  Contracts  reflected  on Borrower s general ledger, calculated in
accordance  with  GAAP.

     GROSS OUTSTANDING BALANCE:  the total of all remaining payments due under
a  Contract  plus  any  other  amount  due  thereunder.

     GUARANTORS:    GENERAL  ACCEPTANCE CORPORATION REINSURANCE, LTD., and any
other  Person  who  guaranties  Borrower's  obligations  to  Lender.

     INDEBTEDNESS:   the Loan and all other amounts, including but not limited
to  interest,  that  Borrower  owes  Lender in connection with this Agreement.

     INTEREST  COVERAGE:  the sum of Borrower's pre-tax income plus Borrower's
interest  expense,  compared  to  Borrower's  interest expense, expressed as a
ratio  each  fiscal  quarter.

     LIBOR  RATE:    the  average  of the "one month" London Interbank Offered
Rates ("LIBOR") published in the Money Rates column of the Wall Street Journal
during  the  calendar month immediately preceding the calendar month for which
interest is being calculated, or published in such other publication as Lender
may  designate.

     LINE  FEE:  the fee payable by Borrower to Lender at closing equal to one
half  of  one  percent  (.50%)  times  the  Credit  Line.

     LIST  OF  CONTRACTS:   the list delivered to Lender by Borrower with each
Contract  or  group  of  Contracts  which:  (i) identifies each Contract being
delivered  by account number, the name of the Contract Debtor, the Outstanding
Principal Balance, and the year, make, model, and VIN of the Financed Vehicle,
and  (ii) shows the total number of Contracts and the total of the Outstanding
Principal  Balances.

     LOAN:    the outstanding principal amount of the Advances, plus all other
amounts advanced, expended or applied by Lender under this Agreement to or for
the  benefit of Borrower or to perform or enforce Borrower's covenants in this
Agreement.

     LOAN  AVAILABILITY:    the amount by which the Borrowing Base exceeds the
Loan.

     LOAN  DOCUMENTS:   this Agreement, the Note, the guaranties signed by the
Guarantors,  and  the  Supplemental  Documentation.

     LOCK  BOX:   the arrangement established by Lender at Fifth Third Bank of
Central  Indiana  for  the  receipt  and  identification  of  remittances.

     MEASUREMENT  PERIOD:   each consecutive period, without overlap, of three
(3) consecutive Accounting Periods beginning with the first Accounting Period.

     MOTOR VEHICLE:  A passenger motor vehicle, van, or light duty truck which
is  not  manufactured  for  a  particular  commercial purpose and which can be
registered  for  use  on  public  highways and is not a "grey market" vehicle.

     NET  CREDIT  LOSSES:    For any Accounting Period, the difference between
Gross  Credit  Losses  and  Recoveries,  calculated  in  accordance with GAAP.

     NET  WORTH:   the total of shareholders' equity (including capital stock,
additional  paid-in  capital,  and  retained earnings) plus Subordinated Debt,
less  (i)  the  total  amount  of  loans  and  debts  due  from  Subsidiaries,
shareholders  or officers, and (ii) the total amount of any intangible assets,
including  without  limitation,  goodwill.

     OPTIONAL  CONTRACT  DEBTOR INSURANCE:  any insurance, other than Required
Contract  Debtor  Insurance  which  insures  a  Financed Vehicle or a Contract
Debtor's  obligations  under  a  Contract, including but not limited to credit
life,  credit  health,  credit  disability,  unemployment  insurance;  and any
service  contract,  mechanical  breakdown  coverage,  warranty,  or  extended
warranty  for  a  Financed  Vehicle.

     OUTSTANDING  PRINCIPAL  BALANCE:   the outstanding principal balance of a
Contract  calculated by subtracting the unearned finance charge from the Gross
Outstanding  Balance,  where  applicable.

     PERMITTED LIEN:  (i) any security interest or lien at any time granted in
favor  of  Lender;  (ii)  liens  securing  claims  of  materialmen, mechanics,
carriers,  warehousemen,  landlords  and  other  similar  Persons  for  labor,
materials,  supplies  or rentals incurred in the ordinary course of Borrower's
business;  (iii)  liens resulting from deposits made in the ordinary course of
business  in  connection  with  workers  compensation, unemployment insurance,
social  security  and  other  similar laws; (iv) liens in favor of Fifth Third
Bank of Central Indiana, provided, that such liens remain subject to the terms
and  conditions  of that certain Intercreditor Agreement dated August 26, 1996
between Fifth Third Bank of Central Indiana and the Lender, as the same may be
amended  from  time to time; and (v) liens in favor of any lender for the sole
purpose  of  securing  the  purchase  price of vehicles to be used by Borrower
and/or  its  employees in the ordinary course of Borrower s business, provided
that the collective amount of the loans secured by such liens shall at no time
exceed  Two  Hundred  Thousand  Dollars  ($200,000.00).

     PERSON:  any individual, sole proprietorship, partnership, joint venture,
trust,  unincorporated  organization,  association,  corporation, institution,
entity,  party,  or  govern-ment  (including,  any instrumentality or division
thereof).

     PLEDGED  CONTRACT:  a Contract owned on the Closing Date or in the future
by  Borrower which is subject to the security interest granted in Section 6.0.

     RECOVERIES:    For any Accounting Period, the sum of all amounts received
on  account of previously Charged-Off Contracts, calculated in accordance with
GAAP.

     REMITTANCES:    all  payments  made  with  respect  to Pledged Contracts,
including,  but  not  limited  to,  Scheduled  Payments,  full  and  partial
prepayments,  liquidation  proceeds,  insurance  proceeds  and  refunds,  late
charges,  fees (including but not limited to NSF fees and extension fees), and
payments  from  Contract  Rights  Payors.

     REPOSSESSION  INVENTORY:    Motor Vehicles which have been repossessed by
Borrower  or any of its agents calculated at the end of each Accounting Period
as  the  sum of all Repossession Contracts divided by the sum of all Contracts
which  do  not  constitute  Charged-Off  Contracts, expressed as a percentage.

     REQUIRED  CONTRACT  DEBTOR  INSURANCE:  insurance for physical damage to,
and theft or loss of, the Financed Vehicle, having a deductible no higher than
$500  and  providing  coverage  at least equal to the actual cash value of the
Financed  Vehicle.

     RESERVE  FOR  LOSSES:  calculated at the end of each Accounting Period as
the  sum of the reserve available for credit losses divided by the Outstanding
Principal  Balances  as  stated  on  the  financial statements, expressed as a
percentage.

     ROLLING  AVERAGE  CHARGED-OFF  LOSSES:    the  weighted  average  of  the
Charged-Off  Losses  for  any  six  consecutive  Accounting  Periods.

     ROLLING  AVERAGE  DELINQUENCY:    the weighted average of the Delinquency
Measurements  for  any  six  consecutive  Accounting  Periods.

     SCHEDULE  OF PAYMENTS:  the schedule of payments disclosed on a Contract.

     SCHEDULED  PAYMENT:  the periodic installment payment amount disclosed in
the  Schedule  of  Payments  for  the  Contract.

     SKIP  LOSS  INVESTIGATION:  an investigation initiated by Borrower of the
whereabouts  of  a  Financed  Vehicle  or  a  Contract  Debtor.

     STATEMENT OF BORROWING BASE:  a statement issued by Lender which contains
the  amount of the Borrowing Base, the amount of the Loan or Indebtedness, and
either  the  amount  available for Advances or the amount by which the Loan or
Indebtedness  exceeds  the  Borrowing  Base.

     SUBORDINATED DEBT: a debt obligation of Borrower which is subordinated to
Lender  pursuant  to a subordination agreement which is in the form of Exhibit
16  or  pursuant  to  some  other  agreement  approved  in  writing by Lender,
including,  but  not limited to, a Debt Subordination Agreement with Malvin L.
Algood,  Janet  Algood,  Russell E. Algood and John A. Algood and with Capitol
American Life Insurance Company, as the same may be amended from time to time.

     SUBSIDIARY:    any  Person, now or in the future, over which the Borrower
exercises  control,  provided  that it shall be conclusively presumed that the
Borrower  exercises  control  over  any  such Person 51% or more of the equity
interest  in  which  is  owned  by  the  Borrower,  directly  or  indirectly.

     SUPPLEMENTAL  DOCUMENTATION:    all  agreements,  instruments, documents,
certificates  of  title, financing statements, notices of assignment, Lists of
Contracts,  chattel  mortgages,  powers of attorney, subordination agreements,
and  other  written  matter  necessary  or  reasonably  requested by Lender to
perfect and maintain perfected Lender's security interest in the Collateral or
to  consummate  the  transactions  contemplated  by  this  Agreement.

     UCC:    Uniform  Commercial  Code.

     UNDERUTILIZATION  FEE:  the fee payable on a monthly basis by Borrower to
Lender  equal  to .25% on an annualized basis, times the unused portion of the
Credit  Line  during an Accounting Period, with the unused portion being equal
to  the  amount by which the average daily balance of the outstanding Advances
in  each  Accounting  Period  is  less than the Credit Line for the Accounting
Period.

     Section 16.1  OTHER TERMS:  All other terms contained in this Agreement
shall,  unless  the context indicates otherwise, have the meanings provided in
the  UCC  to  the  extent  the  same  are  defined  therein.

     Section  16.2    ACCOUNTING  TERMS.   Any accounting terms used in this
Agreement  which  are  not  specifically  defined  shall  have  the  meanings
customarily  given  them  in  accordance  with  GAAP.

                 ARTICLE XVII.  GENERAL TERMS AND CONDITIONS

     Section  17.0.  APPLICABLE  LAW.   This Agreement shall be governed and
construed  in  accordance  with  the  laws  of  the  State  of  Indiana.

     Section  17.1.  NOTICES.    Any notice, request, demand, instruction or
other communication to be given any party hereto in writing shall be effective
upon  delivery  during  regular  business hours at the offices of Borrower and
Lender  hereinafter  set  forth  or  at  such  other offices that either party
notifies  the other of in writing.  The failure to deliver a copy as set forth
below  shall not affect the validity of the notice to the Borrower or Lender. 
Such  communications  shall be given by telecopy, commercial delivery service,
or  sent  by certified mail, postage prepaid and  return receipt requested, as
follows:

     If  to  Borrower:          General  Acceptance  Corporation
                    1025  Acuff  Road
                    Bloomington,  IN    47404
                    Electronic  FAX  (812)  337-6040
                    ATTN:    Malvin  L.  Algood  or  Russell  E.  Algood

     If  to  Lender:                    General  Electric  Capital Corporation
                    1000  Hart  Road
                    Barrington,  IL  60010
                    Electronic  FAX  (847)  304-3456
                    Attention:    Manager,  Asset  Based  Financing

     with  a  copy  to:          General  Electric  Capital  Corporation
                    600  Hart  Road
                    Barrington,  IL  60010
                    Electronic  FAX  (847)  304-3444
                    Attention:    Counsel,  Auto  Financial  Services

     Section 17.2.  HEADINGS.  Paragraph headings have been inserted in this
Agreement  as  a  matter  of  convenience  for  reference only.  The paragraph
headings  shall  not  be  used  in  the  interpretation  of  this  Agreement.

     Section  17.3.  SEVERABILITY.   If any one or more of the provisions of
this Agreement are held to be invalid, illegal or unenforceable in any respect
for  any  reason,  the  validity,  legality  and  enforceability  of  any such
provision  or provision in every other respect and of the remaining provisions
of  this  Agreement  shall  not  be  in  any  way  impaired.

     Section 17.4. OFFSET.  Lender has the right to offset, apply, or recoup
any  obligation  of  Borrower  to  Lender, arising under the Loan Documents or
otherwise,  against  any  obligations  or  payments  Lender  owes to Borrower,
arising  under  the  Loan  Documents  or otherwise, or against any property of
Borrower  held  by  Lender.    Borrower  waives any right to offset, apply, or
recoup  against  any obligation it owes to Lender.  Lender is not obligated to
collect  any  of the Contracts or pursue any of the other Collateral or any of
Lender's  rights  at  any  time  as  a condition to payment and performance by
Borrower.

     Section  17.5.  INDEPENDENT  CONTRACTOR.    Borrower  is an independent
contractor in all matters relating to this Agreement and the Collateral and is
not an agent or representative of Lender.  Borrower has no authority to act on
behalf  of  or  bind  Lender.

     Section  17.6. EXPENSES.  Each party shall bear the expenses of its own
performance  of  this  Agreement.

     Section  17.7.  MODIFICATION OF LOAN DOCUMENTS; SALE OF INTEREST.  This
Agreement  or  any  exhibit  attached  hereto  may not be modified, altered or
amended, except by an agreement in writing signed by Borrower and Lender.  The
rights  of  Lender  granted in or referred to in this Agreement shall apply to
any  modification  of  or  supplement to the Loan Documents.  Borrower may not
without  Lender's prior written permission sell, assign or transfer any of the
Loan  Documents,  or  any  portion  thereof,  including,  without  limitation,
Borrower's  rights, title, interests, remedies, powers and duties thereunder. 
Any  sale,  assignment,  or  transfer  by Borrower without Lender's permission
shall  be void ab initio.  Borrower hereby consents to Lender's participation,
sale,  assignment,  transfer  or  other  disposition,  at  any  time  or times
hereafter, of any of the Loan Documents, or of any portion thereof, including,
without  limitation,  Lender's  rights, title, interests, remedies, powers and
duties  thereunder.  The Loan Documents shall be binding upon and inure to the
benefit  of  the  permitted  successors  and  assigns  of Borrower and Lender.

     Section  17.8.  ATTORNEYS'  FEES  AND LENDER'S EXPENSES.  The Borrower,
and/or  the Guarantors to the extent not paid by the Borrower, shall reimburse
the  Lender  on  demand for all out-of-pocket costs and expenses of the Lender
(including  but  not  limited to all attorneys  fees, paralegal fees and legal
expenses) incurred by the Lender in connection with the drafting, negotiation,
execution  or  enforcement  of  this  Agreement  or any other Loan Documents. 
Further,  if,  following  an Event of Default, Lender shall employ counsel for
advice  or  other  representation  or  shall incur other costs and expenses in
connection  with  (A)  any  litigation,  contest, dispute, suit, proceeding or
action (whether instituted by Lender, Borrower or any other Person) in any way
relating  to the Collateral, any of the Loan Documents or any other agreements
executed  or  delivered in connection herewith, (B) any attempt to enforce, or
enforcement  of,  any  rights  of Lender against Borrower or any other Person,
including,  without  limitation,  Contract  Debtors,  that may be obligated to
Lender  by virtue of any of the Loan Documents, or (C) any actual or attempted
inspection,  audit,  monitoring,  verification,  protection, collection, sale,
liquidation  or  other disposition of the Collateral; then, in any such event,
the  attorneys'  fees  arising  from  such  services  and all expenses, costs,
charges and other fees (including expert's fees) incurred by Lender in any way
arising  from  or  relating  to any of the events or actions described in this
Section  shall  be payable to Lender by Borrower on demand by Lender and until
paid  shall be part of the Loan.  All obligations provided for in this Section
shall  survive  termination  of  this  Agreement.

     Section 17.9. WAIVER BY LENDER.  Lender's failure, at any time or times
hereafter,  to require strict performance by Borrower of any provision of this
Agreement  or  any  of  the  other  Loan  Documents shall not waive, affect or
diminish  any  right  of  Lender  thereafter  to  demand  strict  performance
therewith.    Any  suspension  or  waiver  by Lender of an Event of Default by
Borrower under the Loan Documents shall not suspend, waive or affect any other
Event  of  Default  by  Borrower under the Loan Documents, whether the same is
prior  or  subsequent thereto and whether of the same or of a different type. 
None  of  the  undertakings,  agreements,  warranties,  covenants  and
representations  of  Borrower  contained in the Loan Documents and no Event of
Default  by the Borrower under the Loan Documents shall be deemed to have been
suspended  or  waived  by  Lender  unless  such  suspension or waiver is by an
instrument  in writing signed by a manager of Lender and identifies the matter
waived  or  suspended.    Any  consent  or approval by Lender pursuant to this
Agreement is not a waiver by Lender of, or an admission by Lender of the truth
of,  any  of  Borrower's  representations  and  warranties  in this Agreement.

     Section  17.10.  WAIVERS BY BORROWER.  Except as otherwise provided for
in this Agreement, Borrower waives (i) notice and consummation of presentment,
demand, protest, dishonor, intent to accelerate, acceleration; (ii) all rights
to  notice and a hearing prior to taking possession or control of, or Lender's
replevy,  attachment  or levy upon, the Collateral; (iii) any bond or security
in  a  judicial proceeding as a condition to Lender exercising any of Lender's
remedies;  (iv) the benefit of all valuation, appraisement and exemption laws;
and  (v) TRIAL BY JURY in any dispute with Lender arising out of or related to
any  of  the  Loan  Documents.    The failure or delay of Borrower to strictly
enforce  the terms of this Agreement shall not be a waiver of Borrower's right
to  do  so.

     Section  17.11. COUNTERPARTS.  This Agreement may be executed in two or
more  counterparts, with the same effect as if all parties had signed the same
document.    All  such  counterparts  shall  be  deemed  an original, shall be
construed  together  and  shall  constitute  one  and  the  same  instrument.

     Section  17.12.   ENTIRE AGREEMENT.  This Agreement contains the entire
agreement  among the parties regarding the Loan by Lender to Borrower based on
Contracts  and  supersedes all prior agreements, whether written or oral, with
respect  thereto.

     Section  17.13. STATEMENTS OF ACCOUNT.  Each report, billing statement,
Statement  of  Borrowing  Base,  and  payment  transcript which is prepared by
Lender  shall,  except  for  manifest  errors,  be  deemed  final, binding and
conclusive  upon Borrower in all respects as to all matters reflected therein,
and  shall  constitute  an  account stated between Borrower and Lender, unless
thereafter  waived  in  writing  by  Lender or unless, within thirty (30) days
after  Borrower's receipt of such document, Borrower delivers to Lender notice
of  a written objection thereto specifying the claimed error.  In the event of
such  an error, only those items expressly objected to in such notice shall be
deemed  to  be  disputed  by  Borrower and Lender's only liability to Borrower
shall  be  to  issue  a  corrected  document.

     Section  17.14.  PUBLICITY.    Borrower  shall  not (i) issue any press
release  or  make  any  public  announcement  or  otherwise  publicize  the
consummation  of  this Agreement with Lender, or (ii) make a public disclosure
of any kind regarding the subject matter hereof, or (iii) make use of Lender's
name,  tradename,  logo  or  trademark  without the express written consent of
Lender,  except  that  Borrower  may publicly disclose information relating to
this  Agreement  if  Borrower  gives  Lender  advance  written notice prior to
releasing  any  disclosure.

     Section  17.15.    CONTRACT DOCUMENTS.  After Lender reviews a Contract
form  or  any other form used in connection with a Contract (collectively, the
"Form")  Lender  may inform Borrower that the Form may not comply with certain
laws or that the Form is not acceptable to Lender as an Eligible Contract form
unless  certain  changes are made.  Borrower is responsible for its use of the
Forms  and for any changes Borrower makes to the Forms in response to Lender's
comments.   Lender shall have no liability to Borrower arising from Borrower's
use of, or changes to, any Form regardless of whether Lender approved the Form
or  the  changes  or  whether  Lender  conditioned  the  use of the Form as an
Eligible  Contract  form  upon the changes being made.  Regardless of Lender's
approval  of  a  Form  or Lender's comments regarding a Form, Borrower remains
obligated  to Lender to conduct its business in a lawful manner, including the
use  of  Forms  which  comply  with  applicable  laws.

     Section  17.16.   FAXED DOCUMENTS.  In order to expedite the acceptance
and execution of this Agreement and any of the Supplemental Documents, each of
the  parties hereto agrees that a faxed copy of any original executed document
shall  have  the  same  binding  effect  on  the  party so executing the faxed
document  as  an  original  handwritten  executed  copy  thereof.






Entered  into  as  of:      April  11,  1997


GENERAL  ACCEPTANCE  CORPORATION


By:            /s/      Russell  E.  Algood
Print  Name:          Russell  E.  Algood
Title:      President  &  COO


GENERAL  ELECTRIC  CAPITAL  CORPORATION


By:        /s/    W.  Jerome  McDermott
Print  Name:    W.  Jerome  McDermott
Title:      Account  Executive


<PAGE>
STATE  OF  ______________________          )
                              )  SS:
COUNTY  OF  ____________________          )

     Before  me,  a Notary Public in and for said County and State, personally
appeared  ________________________________, the duly authorized representative
of General Acceptance Corporation, who acknowledged execution of the foregoing
for  and  on  behalf  of  said  Corporation.

     Witness  my  hand  and Notarial Seal this _____ day of _________________,
19____.

                              _____________________________________
                              Signature

                              _____________________________________
                              Printed  Name

My  Commission  Expires:  _____________       Residing in ____________________
County











                                 SS-111146-5
<PAGE>

































































                                 Exhibit 11.1
<PAGE>
                        GENERAL ACCEPTANCE CORPORATION
               Statement Re:  Computation of Per Share Earnings
<TABLE>
<CAPTION>


<S>                                                       <C>                     <C>           <C>         <C>

                                                          YEAR ENDED DECEMBER 31
                                                          ----------------------                                      
                                                                                         1996         1995        1994
                                                                                  ------------  ----------  ----------

                                                                                  HISTORICAL    PRO FORMA   PRO FORMA
                                                                                  ------------  ----------  ----------
Primary:
     Weighted average shares outstanding                                            6,022,000    5,485,562   4,064,000
     Net affect of dilutive stock options - based on
          the treasury stock method using the average
          market price                                                                    ---       29,856         ---
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                                               ---      123,548     397,961
     Total weighted average shares                                                  6,022,000    5,638,966   4,461,961
                                                                                  ============  ==========  ==========
     Net income (loss)                                                            $(9,080,538)  $  716,657  $2,544,067
                                                                                  ============  ==========  ==========
     Per share amount                                                             $     (1.51)  $     0.13  $     0.57
                                                                                  ============  ==========  ==========

Fully diluted:
     Weighted average shares outstanding                                            6,022,000    5,485,562   4,064,000
     Net effect of dilutive stock options - based on
          the treasury stock method using the period-
          end market price, if greater than average
          market price                                                                    ---       29,856         ---
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                                               ---      123,548     397,961
     Total weighted average shares outstanding                                      6,022,000    5,638,966   4,461,961
                                                                                  ============  ==========  ==========
     Net income (loss)                                                            $(9,080,538)  $  716,657  $2,544,067
                                                                                  ============  ==========  ==========
     Per share amount                                                             $     (1.51)  $     0.13  $     0.57
                                                                                  ============  ==========  ==========

Supplemental:
     Weighted average shares outstanding                                                         4,064,000
     Net effect of dilutive stock options - based on
          the treasury stock method using the average
          market price                                                                              29,856
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                                                        556,577
     Adjustment for shares required to pay initial
          public offering costs and debt of $20,673,198                                          1,398,423
     Unregistered shares issued as director
          compensation at time of initial public
          offering                                                                                   3,000
     Total weighted average shares                                                               6,051,856
                                                                                                ==========            
     Net Income                                                                                 $  716,657
     Reduction of interest expense, net of the related
          income tax benefit, because of the assumed
          payment, as of January 1, 1995, of a
          portion of borrowings under the revolving
          line of credit                                                                           315,028
     Total                                                                                      $1,031,684
     Per share amount                                                                           $     0.17
                                                                                                ==========            
</TABLE>


<PAGE>



















































                                 Exhibit 21.1

<PAGE>




                          SUBSIDIARIES OF REGISTRANT



           SUBSIDIARY          % OWNED          DOMICILED IN

General  Acceptance  Corporation  Reinsurance  Limited
                         100%          Turks and Caicos Islands