EXHIBIT 10.36
                     AMENDED AND RESTATED PURCHASE AGREEMENT


      This Amended and Restated Purchase Agreement is made as of the 30th day of
October, 1996, by and between First Investors Financial Services, Inc., a Texas
corporation (the "Seller"), having its principal executive office at 675 Bering
Drive, Suite 710, Houston, Texas 77057, and F.I.R.C., Inc., a Delaware
corporation ("FIRC"), having its principal executive office at 675 Bering Drive,
Suite 710, Houston, Texas 77057.

      WHEREAS, the Seller and FIRC desire to amend and restate that certain
Purchase Agreement dated as of October 16, 1992, as amended by the First
Amendment to Purchase Agreement dated as of November 5, 1993, and as further
amended by the Second Amendment to Purchase Agreement dated as of March 3, 1994;

      NOW THEREFORE, for and in consideration of the premises and the mutual
covenants herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

      As used in this Agreement, the following terms shall, unless the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms of the terms defined):

      "Agent" shall have the meaning ascribed to it in the Credit
Agreement.

      "Agreement" shall mean this Amended and Restated Purchase Agreement, as
the same may be amended, restated, modified, renewed or extended from time to
time.

      "ALPI Insurance" shall have the meaning ascribed to it in the
Credit Agreement.

      "Amount Financed" shall mean, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and any related costs.

      "Annual Percentage Rate" or "APR" shall mean, with respect to a
Receivable, the annual rate of finance charges stated in such Receivable.

      "Assignment" shall mean the document of assignment substantially in the
form attached to this Agreement as Exhibit "A".

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      "Banks" shall have the meaning ascribed to it in the Credit
Agreement.

      "Bank Collateral Agent" shall mean Texas Commerce Bank National
Association and any successor thereto appointed pursuant to Section 19 of the
Security Agreement.

      "Business Day" shall have the meaning ascribed to it in the
Credit Agreement.

      "Credit Agreement" shall mean that certain Amended and Restated Credit
Agreement dated as of October 30, 1996, among FIRC, the Banks and the Agent, and
any amendments, modifications, renewals or extensions thereof.

      "Credit Guidelines" shall mean policies and procedures of the Seller,
relating to the operation of the automotive financing business of the Seller,
including, without limitation, the policies and procedures for determining the
creditworthiness of retail automotive installment sales contract customers, the
extension of credit to such customers and relating to the maintenance of retail
automotive installment sales contract accounts and collection of retail
automotive installment sales contract receivables, as such policies and
procedures may be amended from time to time.

      "Credit Insurance" shall have the meaning ascribed to it in
the Credit Agreement.

      "Disbursement Authorization" shall have the meaning ascribed
to it in the Escrow Agreement.

      "Effective Time" shall mean, with respect to the sale of any Receivable
pursuant to this Agreement, the time at which the Escrow Agent, pursuant to a
valid Disbursement Authorization, disburses to or for the account of Seller
(upon the order of FIRC), the Purchase Price of such Receivable.

      "ERISA" and "ERISA Event" shall have the meanings ascribed to them in the
Credit Agreement.

      "Escrow Agent" shall have the meaning ascribed to it in the
Credit Agreement.

      "Escrow Agreement" shall have the meaning ascribed to it in
the Credit Agreement.

      "Financed Vehicle" shall have the meaning ascribed to it in
the Credit Agreement.

      "FIRC" shall mean F.I.R.C., Inc., a Delaware corporation.


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      "Lien" shall have the meaning ascribed to it in the Credit
Agreement.

      "Loan Package" shall have the meaning ascribed to it in the
Servicing Agreement.

      "Obligor" shall have the meaning ascribed to it in the Credit
Agreement.

      "Person" shall have the meaning ascribed to it in the Credit
Agreement.

      "Precomputed Receivable" means any Receivable under which the portion of a
payment allocable to earned interest (which may be referred to in the Receivable
as an add-on finance charge) and the portion allocable to the Amount Financed is
determined according to the sum of periodic balances or the sum of monthly
balances or any equivalent method of calculating monthly actuarial receivables.

      "Purchase Amount" shall have the meaning ascribed to it in the
Credit Agreement.

      "Purchase Price" shall mean, with respect to any Receivable sold by Seller
to FIRC pursuant to this Agreement, the outstanding principal balance of such
Receivable, computed in accordance with the Simple Interest Method, as of the
applicable Effective Time.

      "Receivable" shall mean all of the present and future rights to payment
under any retail installment sales contract, arising from the sale of a Financed
Vehicle, which (i) Seller selects and tenders for sale to FIRC pursuant to the
provisions of Article II of this Agreement, and (ii) has been reviewed and
verified by the Servicer for inclusion in a Loan Package in conformity with the
procedures set forth at Section 3.04(a) of the Servicing Agreement.

      "Security Agreement" shall have the meaning ascribed to it in
the Credit Agreement.

      "Seller" shall mean First Investors Financial Services, Inc.,
a Texas corporation.

      "Servicer" shall mean General Electric Capital Corporation, a New York
corporation, or its duly constituted successor appointed in accordance with the
terms of the Servicing Agreement.

      "Servicing Agreement" shall mean that certain Amended and Restated
Servicing Agreement dated as of October 30, 1996 between FIRC and the Servicer,
and any amendments, modifications, renewals or extensions thereof.

      "Simple Interest Method" shall have the meaning ascribed to it
in the Security Agreement.

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      "UCC" shall have the meaning ascribed to it in the Security
Agreement.


                                  ARTICLE II

                       PURCHASE AND SALE OF RECEIVABLES

      From time to time until the termination of this Agreement, the Seller
shall sell and transfer Receivables to FIRC, and FIRC shall purchase and pay for
such Receivables, as follows:

      (a) SELECTION OF RECEIVABLES. The Seller shall select Receivables for sale
to FIRC hereunder in such amounts and at such times as Seller shall determine in
its sole discretion. The Seller's selection of any Receivable for sale to FIRC
shall be conclusively evidenced by the tender of such Receivable pursuant to
clause (b) immediately following.

      (b) TENDER OF RECEIVABLES. The Seller shall tender a Receivable for sale
to FIRC by inclusion of such Receivable in a Loan Package delivered to the
Servicer, together with the documentation pertaining to such Receivable as
contemplated by Section 3.04(a) of the Servicing Agreement, which documentation
shall include a validly executed Assignment with respect to such Receivable.

      (c) TRANSFER OF RECEIVABLES. As of the Effective Time with respect to any
Receivable, the Seller shall sell, transfer, assign and otherwise convey to
FIRC, without recourse, a 100% interest in (i) all right, title and interest of
the Seller in and to such Receivable, and all monies paid thereon, and due
thereon, at or after the Effective Time; (ii) the interest of the Seller in all
security interests and Liens in or on the Financed Vehicle and any accessions
thereto granted by an Obligor pursuant to such Receivable; (iii) the interest of
the Seller in any proceeds from claims on any physical damage, credit life,
credit disability, Credit Insurance, or other insurance policies covering such
Financed Vehicle or Obligor; (iv) the interest of the Seller in all rebates of
premiums and other amounts relating to insurance policies and other items
financed under such Receivables as of the Effective Time; and (v) the proceeds
of any and all of the foregoing.

      (d) PAYMENT FOR RECEIVABLES. As of the Effective Time with respect to any
Receivable, FIRC shall purchase and pay for such Receivable by causing the
Purchase Price thereof to be disbursed to the Seller by the Escrow Agent in
accordance with Section 2.1 of the Escrow Agreement.


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                                  ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

3.01  REPRESENTATIONS AND WARRANTIES OF FIRC.

      FIRC hereby represents and warrants to the Seller as of the date hereof:

      (a) ORGANIZATION, ETC. FIRC has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, and has full corporate power and authority to execute and deliver this
Agreement and to perform the terms and provisions hereof.

      (b) DUE AUTHORIZATION AND NO VIOLATION. This Agreement has been duly
authorized, executed and delivered by FIRC, and is the valid, binding and
enforceable obligation of FIRC except as the same may be limited by insolvency,
bankruptcy, reorganization or other laws relating to or affecting the
enforcement of creditors' rights or by general equity principles. The
consummation of the transactions contemplated by this Agreement, and the
fulfillment of the terms thereof, will not conflict with or result in a breach
of any of the terms or provisions of, or constitute a default under (in each
case material to FIRC), or (except as contemplated by the Security Agreement)
result in the creation or imposition of any Lien, charge or encumbrance (in each
case material to FIRC) upon any of the property or assets of FIRC pursuant to
the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee,
lease financing agreement or similar agreement or instrument under which FIRC is
a debtor or guarantor, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or the By-laws of FIRC.

      (c) NO LITIGATION. No legal or governmental proceedings are pending to
which FIRC is a party or of which any property of FIRC is the subject, and no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others other than such proceedings which will not have a material
adverse effect upon the general affairs, financial position, net worth or
results of operations (on an annual basis) of FIRC and will not materially and
adversely affect the performance by FIRC of its obligations under, or the
validity and enforceability of, this Agreement.

3.02  REPRESENTATIONS AND WARRANTIES OF THE SELLER.

      (a)  The Seller hereby represents and warrants to FIRC as of
the date hereof:

            (i)  ORGANIZATION, ETC.  The Seller has been duly
      incorporated and is validly existing as a corporation in good

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      standing under the laws of the State of Texas, and is duly qualified to
      transact business and is in good standing in each jurisdiction in the
      United States of America in which the conduct of its business or the
      ownership of its property requires such qualification

            (ii) POWER AND AUTHORITY. The Seller has full power and authority to
      sell and assign the property to be sold and assigned to FIRC hereunder and
      has duly authorized such sale and assignment to FIRC by all necessary
      corporate action. This Agreement has been duly authorized, executed and
      delivered by the Seller and shall constitute the legal, valid and binding
      obligation of the Seller except as the same may be limited by insolvency,
      bankruptcy, reorganization or other laws relating to or affecting the
      enforcement of creditors' rights or by general equity principles.

            (iii) NO VIOLATION. The consummation of the transactions
      contemplated by this Agreement, and the fulfillment of the terms thereof,
      will not conflict with or result in a breach of any of the terms or
      provisions of, or constitute a default under (in each case material to the
      Seller and its subsidiaries considered as a whole), or result in the
      creation or imposition of any Lien, charge or encumbrance (in each case
      material to the Seller and its subsidiaries considered as a whole) upon
      any of the property or assets of the Seller pursuant to the terms of any
      indenture, mortgage, deed of trust, loan agreement, guarantee, lease
      financing agreement or similar agreement or instrument under which the
      Seller is a debtor or guarantor, nor will such action result in any
      violation of the provisions of the Articles of Incorporation or the
      By-laws of the Seller.

            (iv) NO PROCEEDINGS. No legal or governmental proceedings are
      pending to which the Seller is a party or of which any property of the
      Seller is the subject, and no such proceedings are threatened or
      contemplated by governmental authorities or threatened by others, other
      than such proceedings which will not have a material adverse effect upon
      the validity or collectability of the Receivables, or upon the general
      affairs, financial position, net worth or results of operations (on an
      annual basis) of the Seller and its subsidiaries considered as a whole and
      will not materially and adversely affect the performance by the Seller of
      its obligations under, or the validity and enforceability of, this
      Agreement.

            (v)  NO ADVERSE EVENTS.  No event has occurred that would
      have a material adverse effect on the Receivables or the
      ability of the Seller to collect the Receivables or to perform
      its obligations hereunder.


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            (vi) SOLVENCY. The Seller is not insolvent and will not be rendered
      insolvent as a result of the sale of Receivables contemplated by this
      Agreement.

            (vii) PLACE OF BUSINESS. The chief place of business and chief
      executive office of the Seller is located at Houston, Texas and the
      location of the offices where the instruments, documents, agreements,
      books and records relating to the Receivables are kept is Buffalo, New
      York. The Seller has not operated under any trade names and has not
      changed its name, merged with or into or consolidated with any other
      corporation or been the subject of any proceeding under Title 11, United
      States Code (Bankruptcy).

            (viii) TAXES. The Seller has filed all tax returns required to be
      filed and has paid or made adequate provision for the payment of all its
      taxes, assessments and other governmental charges.

            (ix) INVESTMENT COMPANY.  The Seller is not an
      "investment company" within the meaning of the Investment
      Company Act of 1940, as amended, or is exempt from the
      provisions of such act.

            (x) ERISA. The Seller is in compliance with ERISA in all material
      respects. No ERISA Event has occurred or is expected to occur that might
      result, directly or indirectly, in any lien being imposed on the property
      of the Seller.

      (b) The Seller makes the following representations and warranties as to
the Receivables on which FIRC relies in purchasing the Receivables. Such
representations and warranties speak as of the execution and delivery of this
Agreement, and as of the Effective Time and each date of determination
thereafter (except with respect to item (xii), which representation and warranty
shall speak only as of the Effective Time) with respect to each Receivable, but
shall survive the sale, transfer, and assignment of the Receivables to FIRC:

            (i) CHARACTERISTICS OF RECEIVABLES. Each Receivable (a) shall have
      been originated in the United States of America, shall be payable in U.S.
      dollars by an Obligor which has provided a U.S. address as its most recent
      billing address, shall have been fully and properly executed by the
      parties thereto, shall have been purchased by the Seller and shall have
      been validly assigned to the Seller, (b) shall have created or shall
      create a valid, subsisting, and enforceable first priority security
      interest in favor of the Seller in the Financed Vehicle, which security
      interest is assignable by the Seller to FIRC, (c) shall contain customary
      and enforceable provisions such that the rights and remedies of the holder
      thereof shall be adequate for realization against the

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      collateral of the benefits of the security, (d) shall provide for level
      monthly payments (provided that the payment in the first or last month in
      the life of the Receivable may be minimally different from the level
      payment) that fully amortize the Amount Financed by maturity and yield
      interest at the Annual Percentage Rate, (e) is an "Eligible Loan" as
      defined in the policy of ALPI Insurance covering the Receivables, (f)
      complies with the terms and conditions of the Credit Insurance, and (g) in
      the case of a Precomputed Receivable, shall provide for, in the event that
      such contract is prepaid, a prepayment that fully pays the principal
      balance and includes a full month's interest, in the month of prepayment,
      at the Annual Percentage Rate.

            (ii) SELECTION OF RECEIVABLES. No selection procedures adverse to
      FIRC shall have been utilized in selecting the Receivables to be sold to
      FIRC pursuant to this Agreement.

            (iii) COMPLIANCE WITH LAW. Each Receivable and the related sale of
      the Financed Vehicle shall, at the relevant Effective Time, comply in all
      material respects with all requirements of applicable federal, State, and
      local laws, and regulations thereunder, including, without limitation,
      usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity
      Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
      Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the
      Federal Reserve Board's Regulations, the Texas Consumer Credit Code and
      State adaptations of the National Consumer Act and of the Uniform Consumer
      Credit Code, and other consumer credit laws and equal credit opportunity
      and disclosure laws.

            (iv) BINDING OBLIGATION. Each Receivable shall represent the
      genuine, legal, valid and binding payment obligation in writing of the
      Obligor, enforceable by the holder thereof in accordance with its terms
      subject to the effect of bankruptcy, insolvency, reorganization, or other
      similar laws affecting the enforcement of creditors' rights generally.

            (v)  NO GOVERNMENT OBLIGOR.  None of the Receivables
      shall be due from the United States of America or any State or
      from any agency, department, or instrumentality of the United
      States of America or any State.

            (vi) SECURITY INTEREST IN FINANCED VEHICLE. Immediately prior to the
      sale, assignment, and transfer thereof pursuant hereto, each Receivable
      shall be secured by a validly perfected first priority Lien and security
      interest in the Financed Vehicle in favor of the Seller as secured party
      or all necessary and appropriate actions shall have been commenced that
      would result in the valid perfection of a first

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      priority security interest in the Financed Vehicle in favor of
      the Seller as secured party.

            (vii) RECEIVABLES IN FORCE. No Receivable shall have been satisfied,
      subordinated, or rescinded, nor shall any Financed Vehicle have been
      released from the Lien granted by the related Receivable in whole or in
      part.

            (viii)  NO WAIVER.  No provision of a Receivable shall
      have been waived.

            (ix) NO AMENDMENTS. No Receivable shall have been amended such that
      the number of the scheduled payments or the number of originally scheduled
      due dates shall have been increased.

            (x)  NO DEFENSES.  No right of rescission, setoff,
      counterclaim or defense shall have been asserted or threatened
      with respect to any Receivable.

            (xi) NO LIENS. No Liens or claims shall have been filed for work,
      labor, or materials relating to a Financed Vehicle that shall be Liens
      prior to, or equal or coordinate with, the security interest in the
      Financed Vehicle granted by the Receivable.

            (xii) NO DEFAULT. Except for payment defaults continuing for a
      period of not more than thirty days as of the Effective Time, no default,
      breach, violation, or event permitting acceleration under the terms of any
      Receivable shall have occurred; and no continuing condition that with
      notice or the lapse of time would constitute a default, breach, violation,
      or event permitting acceleration under the terms of any Receivable shall
      have arisen; and the Seller shall not waive any of the foregoing. No
      Obligor on a Receivable has been identified by the Servicer or the Seller
      in its computer files as having (i) commenced, or been subject to at any
      time after such Obligor has entered into the installment sales contract
      which constitutes the Receivable, a case, action or proceeding under any
      law of any jurisdiction relating to bankruptcy, insolvency, reorganization
      or relief of debtors, seeking relief with respect to such Obligor's debts,
      or seeking to have such Obligor adjudicated bankrupt or insolvent, or
      seeking to have a receiver, trustee, custodian or other similar official
      appointed for such Obligor or for all or any substantial part of such
      Obligor's assets or (ii) made a general assignment of such Obligor's
      creditors, which assignment is then in full force and effect.

            (xiii)  INSURANCE.  The Seller, in accordance with its
      customary procedures, shall have determined that the Obligor

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      has obtained or agreed to obtain physical damage insurance
      covering the Financed Vehicle.

            (xiv) TITLE. It is the intention of the Seller that each transfer
      and assignment herein contemplated constitute a sale of the Receivables
      from the Seller to FIRC and that the beneficial interest in and title to
      the Receivables shall not be part of the debtor's estate in the event of
      the filing of a bankruptcy petition by or against the Seller under any
      bankruptcy law. No Receivable shall have been sold, transferred, assigned,
      or pledged by the Seller to any Person other than FIRC. Immediately prior
      to any transfer and assignment herein contemplated, the Seller shall have
      good and marketable title to each Receivable free and clear of all Liens,
      encumbrances, security interests, and rights of others and, immediately
      upon the transfer thereof, FIRC shall have good and marketable title to
      each Receivable, free and clear of all Liens, encumbrances, security
      interests, and rights of others, except for the security interest of the
      Bank Collateral Agent pursuant to the Security Agreement; and the transfer
      shall have been perfected under the UCC.

            (xv) LAWFUL ASSIGNMENT. No Receivable shall have been originated in,
      or shall be subject to the laws of, any jurisdiction under which the sale,
      transfer, and assignment of such Receivable under this Agreement shall be
      unlawful, void, or voidable.

            (xvi) ALL FILINGS MADE. All filings (including, without limitation,
      UCC filings) necessary in any jurisdiction to give FIRC a first perfected
      ownership interest in the Receivables shall have been made.

            (xvii)  ONE ORIGINAL.  There shall be only one original
      executed copy of each Receivable.

            (xviii) NEW OR USED VEHICLES. Each Financed Vehicle shall have been
      a new or used automobile or light truck at the time the related Obligor
      executed the retail installment sale contract. Each retail installment
      sales contract was sold to the Seller in the ordinary course of the
      Seller's business and was created as a result of an advance by a bank or
      factory authorized dealer directly to or for the benefit of an Obligor.

            (xix)  CHATTEL PAPER.  Each Receivable constitutes
      "chattel paper" under the UCC.

            (xx)  MATURITY OF RECEIVABLES.  Each Receivable shall
      have an original maturity of not greater than 60 months.


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            (xxi) CONFORMITY OF DOCUMENTATION. The documentation contained in
      the Loan Package with respect to each Receivable, as delivered to the
      Servicer in accordance with Section 3.04(a) of the Servicing Agreement,
      conforms in all material respects with the requirements of the Servicing
      Agreement.

            (xxii) ACCURACY OF STATEMENTS. All statements made to the Purchaser
      pertaining to the sale of a Receivable, each document, book, record or
      report delivered to the Purchaser or the Escrow Agent in connection
      therewith, and the information set forth in the related Assignment, are
      true and correct in all material respects and do not contain any untrue
      statement of a material fact or any omission to state a material fact
      necessary in order to make the statements made, in the light of the
      circumstances under which they were made, not misleading.

            (xxiii)  CREDIT GUIDELINES.  Each Receivable shall have
      been created in accordance with, or under standards no less
      stringent than the Credit Guidelines.

            (xxiv)  MINIMUM APR.  Each Receivable has a minimum APR
      of at least 13%.

            (xxv)  PAYMENTS TO SERVICER.  Each Obligor is required to
      make payments to a lockbox under the control of the Servicer.

            (xxvi) RECEIVABLE NOT IMPAIRED. The Seller has not, at the time of
      the sale to FIRC of each Receivable hereunder, in any manner impaired the
      rights of FIRC in such Receivable.



                                  ARTICLE IV

                                  CONDITIONS

4.01  CONDITIONS TO OBLIGATIONS OF FIRC.

      The obligation of FIRC to purchase the Receivables is subject to the
satisfaction of the following conditions:

      (a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of the Seller hereunder shall be true and correct at the Effective
Time with respect to each Receivable, with the same effect as if then made.

      (b)  DOCUMENTS TO BE DELIVERED BY THE SELLER.

            (i)  THE ASSIGNMENT.  As provided herein, the Seller
      shall have executed and delivered an Assignment with respect
      to each Receivable.  The Assignment shall be substantially in

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      the form of Exhibit A hereto.

            (ii) EVIDENCE OF UCC FILING. The Seller shall have recorded and
      filed, at its own expense, a UCC-1 financing statement in each
      jurisdiction in which filing is required by applicable law, executed by
      the Seller, as seller of the Receivables, and naming FIRC, as purchaser of
      the Receivables, and the Bank Collateral Agent as assignee, describing the
      Receivables and the other property conveyed hereunder, meeting the
      requirements of the laws of each jurisdiction and in such manner as is
      necessary to perfect the sale, transfer, assignment and conveyance of such
      Receivables to FIRC. The Seller shall deliver to FIRC and to the Bank
      Collateral Agent a file-stamped copy, or other evidence of such filing
      satisfactory to FIRC and the Bank Collateral Agent.

            (iii) OTHER DOCUMENTS. All other documents comprising the Loan
      Package as specified in Section 3.04(a) of the Servicing Agreement shall
      have been delivered to the Servicer and verified by the Servicer in
      accordance therewith, and such other documents as FIRC may reasonably
      request shall have been delivered to FIRC.

4.02  CONDITIONS TO OBLIGATIONS OF THE SELLER.

      The obligation of the Seller to sell the Receivables to FIRC is subject to
the satisfaction of the following conditions:

      (a) REPRESENTATION AND WARRANTIES TRUE. The representations and warranties
of FIRC shall be true and correct at the Effective Time and each date of
determination thereafter with the same effect as if then made.

      (b) RECEIVABLES PURCHASE PRICE. At the Effective Time with respect to each
Receivable, FIRC shall have delivered to the Seller the Purchase Price of each
Receivable, as provided in clause (d) of Article II, above.

                                   ARTICLE V

                            COVENANTS OF THE SELLER

      The Seller agrees with FIRC as follows:

5.01  PROTECTION OF RIGHT, TITLE AND INTEREST.

      (a) The Seller shall execute and file such financing statements and cause
to be executed and filed such continuation statements all in such manner and in
such places as may be required by law fully to preserve, maintain and protect
the ownership interest of FIRC in the Receivables and in the proceeds thereof.
The Seller shall deliver (or cause to be delivered) to FIRC file-

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stamped copies of, or filing receipts for, any document filed as provided above,
as soon as available following such filing.

      (b) The Seller shall not change its name, identity, or corporate structure
in any manner that would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of Section 9-402 of the UCC,
unless it shall have given FIRC, the Bank Collateral Agent and the Agent (at the
address noted in the Credit Agreement) at least sixty days' prior written notice
thereof and shall have filed appropriate amendments to all previously filed
financing statements or continuation statements prior to such changes.

      (c) The Seller shall give FIRC, the Bank Collateral Agent and the Agent
(at the address noted in the Credit Agreement) at least sixty days' prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall file any such amendment
prior to any such relocation. The Seller shall at all time maintain its
principal executive office within the United States of America.

      (d) The Seller shall maintain its computer systems so that, from and after
the time of sale hereunder of the Receivables to FIRC, the Seller's master
computer records (including any back-up archives) that refer to a Receivable
shall indicate clearly the interest of FIRC in such Receivable and that such
Receivable is owned by FIRC and has been pledged to the Bank Collateral Agent.
Indication of FIRC's ownership of a Receivable shall be deleted from or modified
on the Seller's computer systems when, and only when, the Receivable shall have
been paid in full or repurchased.

      (e) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, the same shall indicate
clearly that such Receivable has been sold to and is owned by FIRC and has been
pledged to the Bank Collateral Agent.

      (f)  Prior to the Effective Time with respect to each
Receivable, the Seller shall cause the following notation to be
stamped on the face of the retail installment sales contract
evidencing such Receivable:  "FIRST INVESTORS FINANCIAL SERVICES,
INC. HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS
CONTRACT TO F.I.R.C., INC., WHICH HAS GRANTED A SECURITY INTEREST
IN THIS CONTRACT TO TEXAS COMMERCE BANK, N.A. AS COLLATERAL AGENT
FOR NATIONSBANK OF TEXAS, N.A. AND OTHERS.


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      (g) Within sixty days after the Effective Time with respect to each
Receivable, the Seller shall give written notice by regular mail, addressed to
the Obligor under such Receivable, in form acceptable to FIRC, to the effect
that such Receivable has been sold and assigned to FIRC.

      (h) The Seller shall permit FIRC and its agents at any time during normal
business hours to inspect, audit, and make copies of and abstracts from the
Seller's records regarding any Receivable.

      (i) Upon request, the Seller shall furnish to FIRC, within five Business
Days, a list of all Receivables (by contract number and name of Obligor)
previously sold to FIRC pursuant to this Agreement.

      5.02 OTHER LIENS OR INTERESTS. Except for the conveyances hereunder, the
Seller will not sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien on any interest in the
Receivables, and the Seller shall defend the right, title, and interest of FIRC
in, to and under the Receivables against all claims of third parties claiming
through or under the Seller.

      5.03 COSTS AND EXPENSES. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of FIRC's right, title and interest in and to the Receivables, and in and to the
Financed Vehicles and the Seller shall take, at its expense, any additional
action required by FIRC, the Bank Collateral Agent, or the Agent in order to
protect FIRC's and the Banks' interests in the Receivables and the Financed
Vehicles and, in connection therewith, shall execute and file such financing
statements, or amendments thereto, continuation statements, and such other
instruments, documents, or notices as may be requested by FIRC, the Bank
Collateral Agent, or the Agent.

      5.04 INDEMNIFICATION. The Seller shall indemnify FIRC, the Bank Collateral
Agent, the Agent and the Banks for any liability as a result of the failure of a
Receivable to be originated in compliance with all requirements of law and for
any breach of any of its representations and warranties contained herein. These
indemnity obligations shall be in addition to any obligation that the Seller may
otherwise have.

      5.05 SALE. Seller agrees to treat this conveyance for all purposes
(including without limitation tax and financial accounting purposes) as a sale
on all relevant books, records, tax returns, financial statements and other
applicable documents.

      5.06  SELLER'S RECEIPT OF PAYMENTS.  Seller agrees that any
amounts received by Seller in respect of any of the Receivables
after the Effective Time applicable thereto shall be received in

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trust for the benefit of the Purchaser, shall be segregated from other funds of
the Seller and shall forthwith be paid over to the Purchaser in the same form as
so received (with any necessary endorsement).

                                  ARTICLE VI

                           MISCELLANEOUS PROVISIONS

      6.01 OBLIGATION OF SELLER. The obligations of the Seller under this
Agreement shall not be affected by reason of the invalidity, illegality or
irregularity of any Receivable.

      6.02 REPURCHASE EVENTS. The Seller hereby covenants and agrees with FIRC
(for the benefit of FIRC, the Agent, the Banks, or the Bank Collateral Agent, as
their interest may appear), that the Seller shall promptly repurchase from FIRC
any Receivable, for the Purchase Amount in cash, with respect to which either of
the following events ("Repurchase Events") shall have occurred: (i) any
representation or warranty of the Seller contained in Section 3.02(b) shall have
been breached with respect to such Receivable as of the Effective Time or as of
any date of determination, or (ii) FIRC, or any servicing agent who may at the
time be servicing such Receivable for FIRC, shall have failed to receive, within
sixty days following the applicable Effective Time, (A) a Tax Collector's
Receipt for Texas Title Application/Registration/Motor Vehicle Tax (commonly
known as a "white slip") in proper form, (B) a Certificate of Title in proper
form issued by the Texas Department of Transportation, or (C) the equivalent
certificates or registrations in proper form issued by the appropriate
authorities of other states if applicable, reflecting FIRC (or the Seller) as
the lienholder thereon with respect to the Financed Vehicle covered by such
Receivable. This repurchase obligation of the Seller shall constitute the sole
remedy of FIRC, the Agent, the Banks or the Bank Collateral Agent against the
Seller with respect to any Repurchase Event. With respect to all Receivables
repurchased by the Seller pursuant to this Agreement, upon payment of the
Purchase Amount for such repurchased Receivables, FIRC shall assign, without
recourse, representation or warranty, to the Seller all of FIRC's right, title
and interest in and to such Receivables, and all security and documents relating
thereto.

      6.03 TERMINATION. The obligations of Seller to sell Receivables to FIRC,
and of FIRC to purchase Receivables from Seller, pursuant to this Agreement
shall terminate at such time as the Obligations, as defined in the Security
Agreement, are paid in full; provided, however, that (i) the representations and
warranties of Seller pursuant to Section 3.02(b) of this Agreement, insofar as
they relate to Receivables sold to FIRC pursuant to this Agreement prior to such
termination, shall survive such termination; (ii) with respect to such
Receivables, the obligations of Seller set forth in Sections 5.01, 5.02, 5.03
and 5.06

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pertaining to the protection of such Receivables, and the obligation of Seller
set forth in Section 5.04 pertaining to indemnification under certain
circumstances, shall survive such termination; and (iii) with respect to such
Receivables, the repurchase obligations of Seller pursuant to Section 6.02 shall
survive such termination.

      6.04 AMENDMENT. This Agreement may be amended from time to time by a
written instrument duly executed and delivered by the Seller and the Purchaser;
PROVIDED, HOWEVER, that no such amendment shall be effective without the prior
written consent of the Agent.

      6.05 COLLATERAL ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, the Seller (i) acknowledges and consents that FIRC has
assigned its rights hereunder and its interest herein as collateral for its
indebtedness under the Credit Agreement and its Obligations (as defined in the
Security Agreement), and (ii) agrees to attorn to the Bank Collateral Agent or
the Agent in the event of their succession to the rights and interest of FIRC
hereunder by reason of foreclosure or otherwise.

      6.06 POWER OF ATTORNEY. The parties recognize that, notwithstanding the
sale and assignment of a Receivable to FIRC pursuant to this Agreement, it may
not be practicable under applicable state recordation procedures to substitute
FIRC for the Seller as the lienholder identified on the certificate of title or
similarly recorded instrument pertaining to the related Financed Vehicle.
Accordingly, with respect to each Receivable, the Seller hereby grants to FIRC,
and to any servicing agent who may service such Receivable for FIRC, an
irrevocable power of attorney, coupled with an interest, to enforce, in the
name, place and stead of the Seller, all rights and remedies of the holder of
such Receivable and of the security interests in the related Financed Vehicle.
The Seller agrees to provide, promptly upon the request of FIRC or such
servicer, any additional documentation which they may reasonably require to
evidence, or otherwise to more perfectly vest, the irrevocable power of attorney
granted hereby. The Seller also agrees, at the Agent's request and at its
expense, to execute such documents as are required under Section 501.114 of the
Texas Certificate of Title act to assign the liens recorded on the Certificates
of Title covering the Financed Vehicles from the Seller to FIRC, if the Agent
shall have reasonably determined that such assignment is necessary to the
enforcement of the related Receivable or Receivables.

      6.07 WAIVERS. No failure or delay on the part of any party in exercising
any power, right or remedy under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
remedy preclude any other further exercise thereof or the exercise of any other
power, right or remedy.


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      6.08 NOTICES. All communications and notices directed to either party
pursuant to this Agreement shall be in writing addressed or delivered to it at
its address shown in the introductory paragraph of this Agreement or at such
other address as may be designated by it by notice to other party and, if mailed
or transmitted by facsimile transmission, shall be deemed given when mailed or
transmitted.

      6.09 COSTS AND EXPENSES. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of FIRC, in connection with the
perfection as against third parties of FIRC's right, title and interest in and
to the Receivables and the enforcement of any obligation of the Seller
hereunder.

      6.10  HEADINGS AND CROSS REFERENCES.  The various headings in
this Agreement are included for convenience only and shall not
affect the meaning or interpretation of any provisions of this
Agreement.

      6.11  GOVERNING LAW.  This Agreement and the Assignment shall
be governed by and construed in accordance with the laws of the
State of Texas.

      6.12 COUNTERPARTS. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

      6.13 NO BANKRUPTCY PETITION AGAINST FIRC. The Seller hereby covenants and
agrees that, prior to the date which is one year and one day after the repayment
of all amounts borrowed by FIRC under the Credit Agreement, it will not
institute against or join any person in instituting against FIRC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceedings under the laws of the United States of any state of the
United States.

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      IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.

                                    FIRST INVESTORS FINANCIAL SERVICES,
                                      INC.


                                    By:   TOMMY A. MOORE
                                          Tommy A. Moore, Jr., President


                                    F.I.R.C., Inc.


                                    By:    TOMMY A. MOORE
                                          Tommy A. Moore, Jr., President



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