05 February 1997



Mercury Finance Company
Suite 340
100 Field Drive
Lake Forest, Illinois  60045

     Re:  Development Specialists, Inc. ("DSI")
          Retention and Letter of Engagement

Gentlemen:

Please accept this letter as our firm's formal written proposal to provide
consulting services to Mercury Finance Company and its wholly-owned subsidiaries
(collectively, "Mercury") in connection with its financial restructuring.

In general, members of DSI will provide to Mercury those services which are
normally the function of its Chief Financial Officer, which include the
following:

     1.   To review Mercury's overall business plan designed to restore the
          confidence of Mercury's lenders, creditors, and ownership.  Our role
          in this review will be to "flesh-out" its present structure, augment
          it where necessary, and proceed to facilitate its implementation in
          the context of the overall restructuring.

     2.   In connection with our review and implementation of the business plan,
          we will review all current operating and overhead expenses to
          determine if such outlays are reasonable and necessary under the
          circumstances, and to insure that Mercury's financial expenditures are
          as conservative as possible in the context of any pending
          restructuring.

     3.   Members of our firm will review and analyze all real and personal
          property leases, this with respect to continuing endeavors focussed on
          the streamlining of the business's operations, its costs, and its
          competitiveness in the marketplace.

     4.   We will assist Mercury's CEO as requested in his negotiations with
          Mercury's lenders.

     5.   We will monitor and control Mercury's accounting department, including
          cash management, financial reporting and budgeting.

     6.   In the event that a bankruptcy filing becomes imminent, we will
          provide pre-bankruptcy planning, as well as assistance in the
          preparation of the bankruptcy schedules and implementation of the
          various reporting systems that will be required to be submitted to the
          Bankruptcy Court and the United States Trustee on a periodic basis.

     7.   Members of DSI will provide any other task as may be reasonably
          requested by Mercury.

A number of our firm's personnel have experience in sub-prime and finance
company restructurings.  Although we have not yet made the determination as to
the specific members of our staff who will be assigned to this particular
project, we have listed below certain of the DSI personnel (along with their
corresponding billing rates) who would likely constitute the core group from
within which our firm would assemble a team for this matter.  These individuals
are:

          Fred C. Caruso              $280.00/hour
          Patrick J. O'Malley         $250.00/hour
          Steven L. Victor            $230.00/hour
          Bradley D. Sharp            $230.00/hour
          George E. Shoup             $125.00/hour
          Howard K. Katz              $120.00/hour
          Jonathan D. Carter           $75.00/hour

These rates are adjusted on January 1st of each year to reflect advancing
experience, capabilities, and seniority of our professionals as well as general
economic factors.  The services of Mr. William A. Brandt, Jr., president of DSI,
will not be invoiced at his standard hourly rate under this engagement letter,
but will be compensated per the terms of the employment agreement between
Mr. Brandt and Mercury.

In order to commence work under this proposed Agreement, DSI would request a
retainer fee in the amount of $250,000.00.  DSI would then invoice Mercury on a
semi-monthly basis (or any other reasonable time frame agreed upon by the
parties) for fees earned and expenses incurred for the time period in question. 
Mercury shall pay such invoices within five (5) days of receipt and the
$250,000.00 retainer shall remain in place until our tasks are complete or until
our Agreement is terminated.  When either of the above occur, DSI will issue a
final billing within seven (7) working days and, if such invoice is less than
$250,000.00, remit the balance of the retainer within five (5) working days;
however, if said invoice is greater than $250,000.00, Mercury shall remit such
amount to DSI within five (5) days of receipt of the final billing.

This Agreement may be terminated by either party upon written notice of two (2)
days.

Mercury would under this proposal indemnify Development Specialists, Inc. and
each and every one of the personnel employed by it who would work on this
particular project, as well as DSI officers, directors, employees and agents
from and against any and all claims, liability, loss, cost, damage or expense
(including reasonable attorney's fees) asserted against it or any of its
individual personnel, or incurred by DSI or its personnel, by reason of or
arising out of this Agreement or performance under this Agreement, except where
primarily caused by the willful misconduct, dishonesty, fraudulent act or
omission, or gross negligence of any of the DSI personnel specifically assigned
to this project, as well as any officers, directors, employees, or agents of
DSI.

It is my belief that this short proposal/Agreement letter sufficiently
encompasses all of the terms and conditions under which Mercury and DSI would
enter into this proposed retention arrangement.  If you are in agreement with
the various terms and conditions of this proposal, I would ask that you indicate
your acceptance of the proposal by signing an original copy of this Agreement on
the signature lines below and then by returning one of the fully-executed
Agreements to our Chicago offices.

Should either you or your directors or counsel have any questions, comments or
concerns, or require additional clarification or information, please do not
hesitate to call.

Very truly yours,

/s/ Fred C. Caruso
    Fred C. Caruso

FCC/pf

cc:  Mr. Bruce L. McPhee
     Mr. Lewis S. Rosenbloom
     Mr. William A. Brandt, Jr.


Accepted by:  Mercury Finance Company

     By:  Bruce McPhee
     Title:  Director

     Date: