<PAGE>   1

                                                                  EXHIBIT 10.1


                                                      As Amended March 4, 1998



                             1996 STOCK OPTION PLAN
                                       OF
                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION

      1. Purpose. The purpose of this Stock Option Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by key employees and
directors of, and consultants to, the Corporation, its Parent and its
Subsidiaries upon whose judgment and keen interest the Corporation is largely
dependent for the successful conduct of its operations and by providing such key
employees, directors and consultants with incentives to put forth maximum
efforts for the success of the Corporation's business. It is anticipated that
the acquisition of such proprietary interest in the Corporation and such
incentives will stimulate the efforts of such key employees, directors and
consultants on behalf of the Corporation, its Parent and Subsidiaries of the
Corporation and strengthen their desire to remain with the Corporation, its
Parent and Subsidiaries of the Corporation. It is also expected that such
incentives and the opportunity to acquire such a proprietary interest will
enable the Corporation, its Parent and its Subsidiaries to attract desirable
personnel.

      2. Definitions. When used in this Plan, unless the context otherwise
requires:

                  (a) "Board of Directors" or "Board" shall mean the Board of
      Directors of the Corporation, as constituted at any time.

                  (b) "Chairman of the Board" shall mean the person who at the
      time shall be Chairman of the Board of Directors.

                  (c) "Code" shall mean the Internal Revenue Code of 1986, as
      amended.

                  (d) "Committee" shall mean the committee or committees
      hereinafter described in Section 3, or if no committee exists, the Board
      of Directors.

                  (e) "Consummation Date" shall mean the date of the
      consummation of the Corporation's initial public offering.

                  (f) "Corporation" shall mean Central Financial Acceptance
      Corporation, a Delaware corporation.

                  (g) "Eligible Persons" shall mean those persons described in
      Section 4 who are potential recipients of Options.

                  (h) "Exchange Act" shall mean the Securities Exchange Act of
      1934, as amended.

                  (i) "Fair Market Value" on a specified date shall mean the
      average of the high and low sales prices at which a Share is traded on the
      stock exchange, if any, on which Shares are primarily traded or, if the
      Shares are not then traded on a stock exchange, the

                                       1

<PAGE>   2

      average of the high and low sales prices of a Share as reported on the
      Nasdaq Stock Market's National Market or, if the Shares are not then
      traded on the Nasdaq Stock Market's National Market, the average of the
      high and low sales prices at which a Share is traded on the
      over-the-counter market, but if no Shares were traded on such date, then
      on the last previous date on which a Share was so traded, or, if none of
      the above are applicable, the value of a Share as established by the
      Committee for such date using any reasonable method of valuation.

                  (j) "Initial Public Offering Price" shall mean the price per
      Share at which Shares are offered to the public in the Corporation's
      initial public offering as set forth on the cover page of the prospectus
      relating thereto.

                  (k) "Options" shall mean the stock options granted pursuant to
      this Plan.

                  (l) "Parent" shall mean a corporation (other than the
      Corporation) owning 50% or more of stock having general voting power of
      the Corporation.

                  (m) "Plan" shall mean this 1996 Stock Option Plan of Central
      Financial Acceptance Corporation, as adopted by the Board of Directors on
      June 24, 1996, and approved by the sole stockholder on June 24, 1996, as
      such Plan from time to time may be amended.

                  (n) "President" shall mean the person who at the time shall be
      the President of the Corporation.

                  (o) "Share" shall mean a share of common stock, $.01 par value
      per share of the Corporation.

                  (p) "Subsidiary" shall mean (A)(i) any corporation, 50% or
      more of whose stock having general voting power is owned by the
      Corporation, or by another Subsidiary, as herein defined, of the
      Corporation, or (ii) any other person (other than a corporation) in which
      the Corporation, one or more Subsidiaries or the Corporation and one or
      more Subsidiaries, directly or indirectly has at least majority ownership
      interest and either directly or indirectly has the power to direct the
      policies, management and affairs thereof, and (B) that, in accordance with
      generally accepted accounting principles, the accounts of which would be
      included on a consolidated basis in the Corporation's financial
      statements.

      3. Administration. The Plan shall be administered by the Board of
Directors or one or more Committee(s) appointed by the Board of Directors. If no
persons are designated by the Board of Directors to serve on the Committee, the
Plan shall be administered by the Board and all references herein to the
Committee (other than in this Section 3) shall refer to the Board of Directors.
The Board of Directors shall have the discretion to appoint, add, remove or
replace members of the Committee, and shall have the sole authority to fill
vacancies on the Committee. Unless otherwise provided by the Board of Directors:
(i) with respect to any grant of Options for which it is necessary and desired
for such grant of Options to be exempted by Rule 16b-3 of the Exchange Act, the

                                       2
<PAGE>   3

Committee shall consist of two or more directors, each of whom is a
"non-employee director" (as such term is defined in Rule 16b-3 promulgated under
the Exchange Act, as such Rule may be amended from time to time), (ii) with
respect to any grant of Options that is intended to qualify as "performance
based compensation" under Section 162(m) of the Code, the Committee shall
consist of two or more directors, each of whom is an "outside director" (as such
term is defined under Section 162(m) of the Code), and (iii) with respect to any
other grant of Options, the Committee shall consist of one or more directors
(any of whom also may be an Eligible Person who has been granted or is eligible
to be granted Options under the Plan).

      4. Participants. All key employees of, and consultants to, the
Corporation, the Parent or a Subsidiary of the Corporation, as determined by the
Committee, shall be eligible to receive Options under the Plan. The parties to
whom Options are granted under this Plan, and the number of Shares subject to
each such Option, shall be determined by the Committee in its sole discretion,
subject, however, to the terms and conditions of this Plan. Employees to whom
Options may be granted include key employees who are also directors of the
Corporation, the Parent or a Subsidiary. Each director of the Corporation who is
not also an employee of the Corporation, and/or its Parent and/or Subsidiaries
of the Corporation (hereinafter referred to as a "Non-Employee Director") shall
be eligible to receive Options in accordance with the provisions of Section 14
hereof.

      5. Shares. Subject to the provisions of Section 15 hereof, the Committee
may grant Options with respect to an aggregate of up to 700,000 Shares, all of
which Shares may be either Shares held in treasury or authorized but unissued
Shares. The maximum number of Shares which may be the subject of Options granted
to any individual during the duration of the Plan shall not exceed 350,000
Shares. If the Shares that would be issued or transferred pursuant to any Option
are not issued or transferred and cease to be issuable or transferable for any
reason, the number of Shares subject to such Option will no longer be charged
against the limitation provided for herein and may again be made subject to
Options; provided, that the counting of Shares subject to Options granted under
the Plan against the number of Shares available for further Options shall in all
cases conform to the requirements of Rule 16b-3 under the Exchange Act; and
provided, further, that with respect to any Option granted to any Eligible
Person who is a "covered employee" as defined in Section 162(m) of the Code and
the regulations promulgated thereunder that is canceled or repriced, the number
of Shares subject to such Option shall continue to count against the maximum
number of Shares which may be the subject of Options granted to such Eligible
Person and such maximum number of Shares shall be determined in accordance with
Section 162(m) of the Code and the regulations promulgated.

      6. Grant of Options. The number of any Options to be granted to any
Eligible Person shall be determined by the Committee in its sole discretion. At
the time an Option is granted, the Committee may, in its sole discretion,
designate whether such Option (a) is to be considered as an incentive stock
option within the meaning of Section 422 of the Code, or (b) is not to be
treated as an incentive stock option for purposes of this Plan and the Code. No
Option which is intended to qualify as an incentive stock option shall be
granted under this Plan to any individual who, at the time of such grant, is not
an employee of the Corporation, the Parent, or a Subsidiary of the Corporation.

                                       3
<PAGE>   4

      Notwithstanding any other provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an Option
is granted) of the Shares with respect to which Options which are designated as
(or deemed to be) incentive stock options granted to an employee (and any
incentive stock options granted to such employee under any other incentive stock
option plan maintained by the Corporation, the Parent or any Subsidiary of the
Corporation that meets the requirements of Section 422 of the Code) first become
exercisable in any calendar year exceeds $100,000, such Options shall be treated
as Options which are not incentive stock options. Options with respect to which
no designation is made by the Committee shall be deemed to be incentive stock
options to the extent that the $100,000 limitation described in the preceding
sentence is met. This paragraph shall be applied by taking Options into account
in the order in which they are granted.

      Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same person.

      The form of an Option shall be determined from time to time by the
Committee in its sole discretion. A certificate of Option signed by the Chairman
of the Board or the President or a Vice President of the Corporation, attested
by the Treasurer or an Assistant Treasurer, or Secretary or an Assistant
Secretary of the Corporation, shall be issued to each person to whom an Option
is granted. The certificate of Option for an Option shall be legended to
indicate whether or not the Option is an incentive stock option.

      7. Purchase Price. The purchase price per Share for the Shares purchased
pursuant to the exercise of an Option shall be fixed by the Committee at the
time of grant of the Option; provided, however, that the purchase price per
Share for the Shares to be purchased pursuant to the exercise of an incentive
stock option shall not in any event be less than 100% of the Fair Market Value
of a Share on the date of grant of the Option.

      8. Duration of Options. The duration of each Option shall be determined by
the Committee in its sole discretion at the time of grant; provided, however,
that the duration of any Option shall not be more than ten years from the date
upon which the Option is granted.

      9. Ten Percent Stockholders. Notwithstanding any other provision of this
Plan to the contrary, no Option which is intended to qualify as an incentive
stock option may be granted under this Plan to any employee who, at the time the
Option is granted, owns Shares possessing more than 10 percent of the total
combined voting power or value of all classes of stock of the Corporation,
unless the exercise price under such Option is at least 110% of the Fair Market
Value of a Share on the date such Option is granted and the duration of such
Option is no more than five years.

      10. Exercise of Options. Except as otherwise provided herein, Options,
after the grant thereof, shall be exercisable by the holder at such rate, times
and subject to such conditions as may be fixed by the Committee, in it sole
discretion, at the time of grant. Notwithstanding the foregoing, all or any part
of any remaining unexercised Options granted to any person may be exercised upon
the occurrence of such special circumstance or event as in the opinion of the
Committee merits special consideration.

                                       4


<PAGE>   5

      An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect ("Exercise Notice"), together with
the Option certificate and the full purchase price of the Shares purchased
pursuant to the exercise of the Option, to the Chairman of the Board or an
officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same. Payment of the full purchase price shall be made
as follows: in cash or by check payable to the order of the Corporation; by
delivery to the Corporation of Shares which shall be valued at their Fair Market
Value on the date of exercise of the Option; by delivery, concurrently with such
exercise and in accordance with applicable law and regulations, of irrevocable
instructions to a broker promptly to deliver to the Corporation a specified
dollar amount of the proceeds of a sale of or a loan secured by purchased Shares
issuable on exercise of the Option; by a combination of the methods of payment
previously described; or by such other method of payment as the Committee in its
sole discretion may permit.

      Within a reasonable time after the exercise of an Option, the Corporation
shall cause to be delivered to the person entitled thereto, a certificate for
the Shares purchased pursuant to the exercise of the Option. If the Option shall
have been exercised with respect to less than all of the Shares subject to the
Option, the Corporation shall also cause to be delivered to the person entitled
thereto a new Option certificate in replacement of the certificate surrendered
at the time of the exercise of the Option, indicating the number of Shares with
respect to which the Option remains available for exercise, or the original
Option certificate shall be endorsed to give effect to the partial exercise
thereof.

      Notwithstanding any other provision of the Plan or of any Option, no
Option granted pursuant to the Plan may be exercised at any time when the Option
or the granting or exercise thereof violates any law or governmental order or
regulation.

      11. Consideration for Options. The Corporation shall obtain such
consideration for the grant of an Option as the Committee in its sole discretion
may determine.

      12. Nontransferability of Options. Options and all other rights thereunder
shall be nontransferable or non-assignable by the holder thereof except to the
extent that the estate of a deceased holder of an Option may be permitted to
exercise them. Options may be exercised or surrendered during the holder's
lifetime only by the holder thereof.

      13. Termination of Employment or Service. All or any part of any Option,
to the extent unexercised, shall terminate immediately, upon the cessation or
termination for any reason of the holder's employment by, or service with, the
Corporation, the Parent or any Subsidiary of the Corporation, except that the
holder shall have until the end of the thirtieth day following the cessation of
his employment or service with the Corporation, the Parent or Subsidiaries of
the Corporation, and no longer, to exercise any unexercised Option to the extent
he could have exercised such Option on the day on which such employment or
service terminated; provided, that such exercise must be accomplished prior to
the expiration of the term of such Option. Notwithstanding the foregoing, except
as otherwise determined by the Committee in its sole discretion, if the
cessation of employment or service is due to retirement on or after attaining
the age of sixty-five (65) years, or to disability (to an extent and in a manner
as shall be determined in each case by the Committee in its

                                       5
<PAGE>   6

sole discretion) or to death, the holder or the representative of the estate of
a deceased holder shall have the privilege of exercising any unexercised Option
to the extent he could have exercised such Option on the day of such retirement,
or of such disability or death; provided, however, that such exercise must be
accomplished prior to the expiration of the term of such Option and (a) within
three months of the holder's retirement or (b) within one year of the holder's
disability or death, as the case may be. If the employment or service of any
holder of an Option with the Corporation, the Parent or Subsidiary of the
Corporation shall be terminated for cause, the existence of which shall be
determined by the Committee in its sole discretion (which determination by the
Committee shall be conclusive) all unexercised Options of such holder shall
terminate immediately upon such termination of the holder's employment or
service with the Corporation, the Parent and all Subsidiaries of the
Corporation, and a holder of Options whose employment or service with the
Corporation, the Parent and any Subsidiaries of the Corporation is so
terminated, shall have no right after such termination to exercise any
unexercised Option he might have exercised prior to the termination of his
employment or service with the Corporation, the Parent and Subsidiaries of the
Corporation.

      14. Grants of Options to Non-Employee Directors. Each Non-Employee
Director who is serving on the Board of Directors as of the Consummation Date
shall be granted an Option to purchase 7,000 Shares on the Consummation Date at
the Initial Public Offering Price. Thereafter, commencing on January 1, 1997,
each Non-Employee Director shall be eligible to be granted Options to purchase
no more than 7,000 Shares in any calendar year at a purchase price per share
equal to the Fair Market Value of a Share on the date of grant. The Non-Employee
Directors to whom Options are granted under this Plan, and the number of Shares
subject to each such Option (up to a maximum of 7,000 Shares in any calendar
year) shall be determined by the Committee in its sole discretion. Each Option
granted pursuant to this Section 14 shall have a duration of ten years from the
date of grant and shall become exercisable cumulatively as to 20% of the Shares
on the date of grant and on each of the first, second, third and fourth
anniversaries of the date of grant. Notwithstanding the foregoing, all or any
part of any remaining unexercised Options granted pursuant to this Section 14
also may be exercised upon the occurrence of such special circumstance or event
as in the opinion of the Committee merits special consideration. Any Option
granted pursuant to this Section 14, to the extent unexercised, shall terminate
immediately upon the holder's ceasing to serve as a member of the Board, except
that the holder shall have until the end of the thirtieth day following the
cessation of such service to exercise any unexercised Option to the extent he
could have exercised such Option on the day on which such service terminated;
provided that such exercise must be accomplished prior to the expiration of the
term of such Option. Notwithstanding the foregoing, except as otherwise
determined by the Committee in its sole discretion, if the cessation of service
as a director is due to retirement on or after attaining the age of 65 years, or
to disability (to the extent and in a manner as shall be determined in each case
by the Committee in its sole discretion) or to death, the holder or the
representative of the estate of a deceased shareholder shall have the privilege
of exercising any unexercised Option to the extent he could have exercised such
Option on the day of such retirement, or of such disability or death; provided,
however, that such exercise must be accomplished prior to the expiration of the
term of the Option and (a) within three months of the holder's retirement or (b)
within one year of the holder's disability or death, as the case may be.
Notwithstanding the preceding, if the service of any holder of an Option granted
pursuant to this Section 14 shall be terminated for cause, the existence of
which shall be determined by the Committee in its sole

                                       6
<PAGE>   7

discretion (which determination by the Committee shall be conclusive), then all
such unexercised Options of the holder shall terminate immediately upon such
termination of the holder's service.

      Upon the exercise of any Option granted pursuant to this Section 14,
payment of the full purchase price shall be made in cash or by check payable to
the order of the Corporation, by delivery to the Corporation of Shares which
shall be valued at their Fair Market Value on the date of exercise of the
Option; by delivery, concurrently with such exercise and in accordance with
applicable law and regulations, of irrevocable instructions to a broker promptly
to deliver to the Corporation a specified dollar amount of the proceeds or a
sale of a loan secured by Purchaser Shares issuable on exercise of an option; or
by a combination of the methods of payment previously described, or by such
other method of payment as the Committee in its sole discretion may permit.

      15. Adjustment Provision. If prior to the complete exercise of any Option
there shall be declared and paid a stock dividend upon the Shares or if the
Shares shall be split up, converted, exchanged, reclassified, or in any way
substituted for, then the Option, to the extent that it has not been exercised,
shall entitle the holder thereof upon the future exercise of the Option to such
number and kind of securities or cash or other property subject to the terms of
the Option to which he would have been entitled had he actually owned the Shares
subject to the unexercised portion of the Option at the time of the occurrence
of such stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased thereunder.

      Any fractional shares or securities issuable upon the exercise of the
Option as a result of such adjustment shall be payable in cash based upon the
Fair Market Value of such shares or securities at the time of such exercise. If
any such event should occur, the number of Shares with respect to which Options
remain to be issued, or with respect to which Options may be reissued, shall be
adjusted in a similar manner.

      Notwithstanding any other provision of the Plan, in the event of a
recapitalization, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure or
outstanding shares, the Committee may make such equitable adjustments to the
number of Shares and the class of shares available hereunder or to any
outstanding Options as it shall deem appropriate to prevent dilution or
enlargement of rights.

      16. Issuance of Shares and Compliance with Securities Act. The Corporation
may postpone the issuance and delivery of Shares pursuant to the grant or
exercise of any Option until (a) the admission of such Shares to listing on any
stock exchange on which Shares of the Corporation of the same class are then
listed, and (b) the completion of such registration or other qualification of
such Shares under any State or Federal law, rule or regulation as the
Corporation shall determine to be necessary or advisable. Any holder of an
Option shall make such representations and furnish such information as may, in
the opinion of counsel for the Corporation, be appropriate to permit the
Corporation, in the light of the then existence or non-existence with respect to
such Shares of an effective Registration Statement under the Securities Act of
1933, as from time to time amended (the "Securities Act"), to issue the Shares
in compliance with the provisions of the Securities Act or any comparable act.
The Corporation shall have the right, in its sole discretion, to legend any
Shares

                                       7

<PAGE>   8

which may be issued pursuant to the grant or exercise of any Option, or may
issue stop transfer orders in respect thereof.

      17. Income Tax Withholding. If the Corporation, the Parent or a Subsidiary
of the Corporation shall be required to withhold any amounts by reason of any
Federal, State or local tax rules or regulations in respect of the issuance of
Shares pursuant to the exercise of any Option, the Corporation, the Parent or
such Subsidiary shall be entitled to deduct and withhold such amounts from any
cash payments to be made to the holder of such Option or permit the holders of
such Option to pay such holders' tax withholding obligation by delivery of other
property deemed acceptable by the Committee, including but not limited to
delivery of previously owned Shares or a reduction in the amount of Shares
otherwise issuable pursuant to the Option. In any event, the holder shall make
available to the Corporation, the Parent or such Subsidiary, promptly when
requested by the Corporation, the Parent or such Subsidiary, sufficient funds or
other property to meet the requirements of such withholding; and the
Corporation, the Parent or such Subsidiary shall be entitled to take and
authorize such steps as it may deem advisable in order to have such funds or
other property made available to the Corporation, the Parent or Subsidiary out
of any funds or property due or to become due to the holder of such Option.

      18. Administration and Amendment of the Plan. Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan as it relates to, and the terms and conditions
of, any Option not theretofore granted, and the Board of Directors or the
Committee, with the consent of the affected holder of an Option, may at any time
withdraw or from time to time amend the Plan as it relates to, and the terms and
conditions of, any outstanding Option. Notwithstanding the foregoing, any
amendment by the Board of Directors or the Committee which would increase the
number of Shares issuable under the Plan or to any individual or change the
class of Eligible Persons shall be subject to the approval of the stockholders
of the Corporation within one year of such amendment.

      Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Options shall be
final. The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
deem advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem desirable to effectuate their purpose.

      The Plan is intended to comply with Rule l6b-3 under the Exchange Act. Any
provision inconsistent with such Rule shall be inoperative and shall not affect
the validity of the Plan.

      19. No Right of Employment or Service. Nothing contained herein or in an
Option shall be construed to confer on any employee, consultant or director any
right to be continued in the employ or service of the Corporation, the Parent or
any Subsidiary of the Corporation or derogate from any right of the Corporation,
the Parent and any Subsidiary to retire, request the resignation of or discharge
or otherwise cease its service arrangement with any employee, consultant or
director (without or with pay), at any time, with or without cause.

                                       8


<PAGE>   9

      20. Final Issuance Date. No Option shall be granted under the Plan after
June 24, 2006.


                                        9

<PAGE>   10


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)


                   CENTRAL FINANCIAL ACCEPTANCE CORPORATION

                            1996 STOCK OPTION PLAN

                      NONQUALIFIED STOCK OPTION AGREEMENT


            This Stock Option Agreement ("Agreement") is made and entered into
as of the Date of Grant indicated below by and between Central Financial
Acceptance Corporation, a Delaware corporation (the "Company"), and the person
named below ("Participant").

            WHEREAS, Participant is an employee or independent contractor of the
Company or one or more of its Subsidiaries;

            WHEREAS, pursuant to the Company's 1996 Stock Option Plan (the
"Plan") the Company granted to the Participant options to purchase shares of
common stock, $.01 par value of the Company (the "Common Stock") in an amount
and at an exercise price per share as set forth on Exhibit "A" hereto (the "Old
Option");

            WHEREAS, pursuant to the Plan, the committee of the Board of
Directors of the Company administering the Plan (the "Committee") has approved
the grant to Participant of an option to purchase shares of the Common Stock in
substitution for the Old Option on the terms and conditions set forth herein;
and

            WHEREAS, all capitalized terms not otherwise defined herein shall
have the meaning assigned to such term in the Plan.

            NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

            1. Cancellation of Old Option. Effective as of the Date of Grant
indicated below, the Old Option shall be terminated and all rights and
obligations of the Participant and Company under the Old Option shall be
extinguished.

            2. Grant Of Option; Certain Terms and Conditions. The Company hereby
grants to Participant, and Participant hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., Los Angeles time, on the Expiration Date indicated
below and shall be subject to all of the terms and conditions set forth in this
Agreement (the "Option"). On each anniversary of the Date of Grant, the option
shall become exercisable to purchase, and shall vest with respect to, the number
of Option Shares (rounded to the nearest whole


                                        1

<PAGE>   11


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)


share) equal to the total number of Option Shares multiplied by the Annual
Vesting Rate indicated below.

            Participant:      ______________________

            Date of Grant:                __________

            Number of shares purchasable: __________

            Exercise Price per share:     __________

            Expiration Date:              __________

            Annual Vesting Rate:          __________

The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.

            3. Acceleration and Termination of Option.

            (a)   Termination of Employment.

                  (i) Retirement. If Participant's employment is terminated by
reason of Participant's retirement on or after attaining the age of 65 years
("Retirement"), then (A) the portion of the Option that has not vested on or
prior to the date of such termination of employment shall terminate on such date
and (B) the remaining vested portion of the Option shall terminated upon the
earlier of the Expiration Date or 90 days after the date of such termination of
employment (the "Termination Date of the Option").

                  (ii) Death or Permanent Disability. If Participant's
employment is terminated by reason of the death or Disability (as hereinafter
defined) of Participant, then (A) the portion of the Option that has not vested
on or prior to the date of such termination of employment shall terminate on
such date and (B) the remaining vested portion of the Option shall terminate
upon the earlier of the Expiration Date or the first anniversary of the date of
such termination of employment (the "Termination Date of the Option").
"Disability," shall mean the inability due to illness, accident, injury,
physical or mental incapacity or other disability, of Participant to carry out
effectively his or her duties and obligations to the Company or a Subsidiary and
to participate effectively and actively in the management of the Company or a
Subsidiary for a period of at least 90 consecutive days or for shorter periods
aggregating at least 120 days (whether or not consecutive) during any
twelve-month period, as determined in the reasonable judgment of the Committee.
Any determination by the Board or Committee that Participant does or does not
have a Disability shall be final and binding upon the Company and Participant.


                                        2

<PAGE>   12


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)



                  (iii) Termination for Cause. If Participant's employment is
terminated for Cause (as hereinafter defined) then the Option shall terminate
immediately on the date of such termination of employment (the "Termination Date
of the Option"). "Cause" shall mean (i) your theft or embezzlement, or attempted
theft or embezzlement, or money or property of the Company or a Subsidiary, your
perpetration or attempted perpetration of fraud, or your participation in a
fraud or attempted fraud, on the Company or a Subsidiary or your unauthorized
appropriation of, or your attempt to misappropriate, any tangible or intangible
assets or property of the Company or a Subsidiary, (ii) any act or acts of
disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by
you injurious to the interest, property, operations, business or reputation of
the Company or a Subsidiary, (iii) your conviction of a crime the commission of
which results in injury to the Company or a Subsidiary, or (iv) any material
violation of any restriction on the disclosure or use of confidential
information of the Company or a Subsidiary, or in competition with the Company
or a Subsidiary, or any of their businesses then conducted or planned to be
conducted, in each case as determined in the sole judgment of the Board or
Committee.

                  (iv) Other Termination. If Participant's employment is
terminated for any reason other than Retirement, death or Disability, or Cause,
then (A) the portion of the Option that has not vested on or prior to the date
of such termination of employment shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the earlier of the
Expiration Date or 30 days after the date of such termination of employment (the
"Termination Date of the Option").

            (b) Death Following Termination of Employment. Notwithstanding
anything to the contrary contained in this Agreement, if Participant shall die
at any time after the termination of his or her employment and prior to the
Termination Date of the Option, then the vested portion, if any, of the Option
shall terminate on the earlier of the Expiration Date or the first anniversary
of the date of such death.

            (c) Change in Responsibilities. If Participant's duties,
responsibilities or authorities as an employee or officer of the Company or a
Subsidiary are materially reduced compared to the duties, responsibilities and
authorities of the Participant at the Date of Grant, as a result of a change in
position within the Company or a Subsidiary or otherwise, then, unless the
Committee, in its sole discretion, shall otherwise determine, and provided that
the Participant continues to be an employee of the Company or a Subsidiary after
such reduction in duties, responsibilities or authorities, (A) the portion of
the Option that has not vested on or prior to the date of such reduction in
duties, responsibilities or authorities shall terminate on the date of such
reduction and (B) the remaining vested portion of the Option shall be unaffected
by such reduction and continue in effect, subject to this Agreement and the
Plan.

            (d) Events Causing Acceleration of Option. Notwithstanding the
foregoing, the Committee, in its sole discretion, may accelerate the
exercisability of the Option at any time, upon the occurrence of such special
circumstances or events that the Committee finds merits special consideration.

                                        3

<PAGE>   13


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)


            (e) Other Events Causing Termination of Option. Notwithstanding
anything to the contrary contained in this Agreement, the Option shall terminate
upon the consummation of any of the following events, or, if later, the
thirtieth day following the first date upon which such event shall have been
approved by both the Board and the stockholders of the Company:

                  (i) the dissolution or liquidation of the Company; or

                  (ii) a sale of substantially all of the property and assets of
        the Company, unless the terms of such sale shall provide otherwise.

            4. Adjustments. In the event that the outstanding securities of the
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then, unless the terms of such transactions shall
provide otherwise or such event shall cause the Option to terminate pursuant to
Section 3(e) hereof, the Committee shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may thereafter be acquired upon the exercise of the Option
and the Exercise Price per share specified herein; provided, however, that any
such adjustments in the Option shall be made without changing the aggregate
Exercise Price of the then unexercised portion of the Option.

            5. Exercise. The Option shall be exercisable during Participant's
lifetime only by Participant or by his or her guardian or legal representative,
and after Participant's death only by the person or entity entitled to do so
under Participant's last will and testament or applicable intestate law. The
Option may only be exercised by the delivery to the Company of a written notice
of such exercise, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price, in whole or in part,

                  (a)   by cash or by check payable to the order of the Company;

                  (b) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value thereof on the date of such exercise),
provided that the Company is not then prohibited from purchasing or acquiring
such shares of Common Stock; or

                                        4

<PAGE>   14


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)


                  (c) by the delivery, concurrently with such exercise and in
accordance with applicable law and regulations, of irrevocable instructions to a
broker promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Purchased Shares issuable upon
exercise of such option.

            6. Payment of Withholding Taxes. As a condition to the exercise of
an Option, Participant shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such exercise. The Participant shall
also make such arrangements as the Committee may require for the satisfaction of
any federal, state, local or foreign withholding tax obligations that may arise
in connection with the disposition of Option Shares acquired by exercising an
Option. The Committee may permit the Participant to satisfy all or part of his
or her tax obligations related to the Option or Option Shares by having the
Company withhold a portion of any Option Shares that otherwise would be issued
to him or her or by surrendering any shares of Common Stock that previously were
acquired by him or her. Such shares of Common Stock or Option Shares shall be
valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash. The payment of taxes by assigning shares of Common Stock to
the Company, if permitted by the Committee, shall be subject to such
restrictions as the Committee may impose.

            7. Notices. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
5480 East Ferguson Drive, Commerce, California 90022, Attention: Chief Financial
Officer, or to Participant at the address set forth beneath his or her signature
on the signature page hereto, or at such other addresses as they may designate
by written notice in the manner aforesaid.

            8. Stock Exchange Requirements; Applicable Laws. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company. Notwithstanding any other provision
of this Agreement to the contrary, Participant will not offer, sell or otherwise
dispose of any Option Shares in any manner which would: (i) require the Company
to file any registration statement with the Securities and Exchange Commission
(or any similar filing under state law) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act, the
rules and regulation promulgated thereunder or any other state of federal law.
You further understand that the certificates


                                        5

<PAGE>   15


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)


for any Option Shares you purchase will bear such legends as the Company deems
necessary or desirable in connection with the Securities Act or other rules,
regulations or laws.

            9. Nontransferability. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.

            10. Plan. The Option is granted pursuant to the Plan, as in effect
on the Date of Grant, and is subject to all the terms and conditions of the
Plan, as the same may be amended from time to time; provided, however, that no
such amendment shall deprive Participant, without his or her consent, of the
Option or of any of Participant's rights under this Agreement. The
interpretation and construction by the Committee of the Plan, this Agreement,
the Option and such rules and regulations as may be adopted by the Committee for
the purpose of administering the Plan shall be final and binding upon
Participant. Until the Option shall expire, terminate or be exercised in full,
the Company shall, upon written request therefor, send a copy of the Plan, in
its then-current form, to Participant or any other person or entity then
entitled to exercise the Option.

            11. Stockholder Rights. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.

            12. Employment or Contract Rights. No provision of this Agreement or
of the Option granted hereunder shall (i) confer upon Participant any right to
continue in the employ of or contract with the Company or any of its
subsidiaries, (ii) affect the right of the Company and each of its Subsidiaries
to terminate the employment or contract of Participant, with or without cause,
or (iii) confer upon Participant any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
Subsidiaries other than the Plan. PARTICIPANT HEREBY ACKNOWLEDGES AND AGREES
THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OR
CONTRACT OF PARTICIPANT AT ANY TIME AND FOR ANY REASON, OR FOR NO REASON, UNLESS
PARTICIPANT AND THE COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A WRITTEN
EMPLOYMENT OR INDEPENDENT CONTRACTOR AGREEMENT THAT EXPRESSLY PROVIDES
OTHERWISE.


                                        6

<PAGE>   16


                                                                   FORM NO. 1
                                                        (RE-GRANT TO EMPLOYEE)

            13. Governing Law. This Agreement and the Option granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of California without reference to choice or conflict of law
principles.

            IN WITNESS WHEREOF, the Company and Participant have duly executed
this Agreement as of the Date of Grant.

                                    CENTRAL FINANCIAL ACCEPTANCE
                                    CORPORATION


                                    By
                                      ------------------------------------------
                                      Authorized Representative


                              PARTICIPANT


                                      ------------------------------------------
                                      Signature


                                      ------------------------------------------
                                      Printed Name

                                      ------------------------------------------
                                      Street Address

                                      ------------------------------------------
                                      City, State and Zip Code

                                      ------------------------------------------
                                      Social Security Number


                                        7

<PAGE>   17


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)


                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION

                             1996 STOCK OPTION PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT


            This Stock Option Agreement ("Agreement") is made and entered into
as of the Date of Grant indicated below by and between Central Financial
Acceptance Corporation, a Delaware corporation (the "Company"), and the person
named below ("Participant").

            WHEREAS, Participant is a non-employee director of the Company or
one or more of its Subsidiaries;

            WHEREAS, pursuant to Section 14 of the Company's 1996 Stock Option
Plan (the "Plan"), the committee of the Board of Directors of the Company
administering the Plan (the "Committee") has approved the grant to Participant
of an option to purchase shares of the common stock, $.01 par value of the
Company (the "Common Stock"), on the terms and conditions set forth herein; and

            WHEREAS, all capitalized terms not otherwise defined herein shall
have the meaning assigned to such term in the Plan.

            NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

            1. Grant Of Option; Certain Terms and Conditions. The Company hereby
grants to Participant, and Participant hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., Los Angeles time, on the Expiration Date indicated
below and shall be subject to all of the terms and conditions set forth in this
Agreement (the "Option"). On the Date of Grant and on each anniversary of the
Date of Grant, the option shall become exercisable to purchase, and shall vest
with respect to, the number of the Option Shares (rounded to the nearest whole
share) equal to the total number of Option Shares multiplied by the Annual
Vesting Rate indicated below, until fully vested.

            Participant:      ______________________

            Date of Grant:                __________

            Number of shares purchasable: __________



                                        1

<PAGE>   18


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)



            Exercise Price per share:     __________

            Expiration Date:              __________

            Annual Vesting Rate:                  20%

The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.

            2. Acceleration and Termination of Option.

            (a)   Termination of Service.

                  (i) Retirement. If Participant's service as a director of the
Company ("Service") is terminated by reason of Participant's retirement from the
Board of Directors on or after attaining the age of 65 years ("Retirement"),
then (A) the portion of the Option that has not vested on or prior to the date
of such termination of Service shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the earlier of the
Expiration Date or 90 days after the date of such termination of Service (the
"Termination Date of the Option").

                  (ii) Death or Permanent Disability. If Participant's Service
is terminated by reason of the death or Disability (as hereinafter defined) of
Participant, then (A) the portion of the Option that has not vested on or prior
to the date of such termination of Service shall terminate on such date and (B)
the remaining vested portion of the Option shall terminate upon the earlier of
the Expiration Date or the first anniversary of the date of such termination of
Service (the "Termination Date of the Option"). "Disability" shall mean the
inability, due to illness, accident, injury, physical or mental incapacity or
other disability, of Participant to carry out effectively his or her duties and
obligations to the Company or a Subsidiary and to participate effectively and
actively as a director of the Company or a Subsidiary for a period of at least
90 consecutive days or for shorter periods aggregating at least 120 days
(whether or not consecutive) during any twelve month period, as determined in
the reasonable judgment of the Committee. Any determination by the Board of
Directors (the "Board") or, Committee that Participant does or does not have a
Disability shall be final and binding upon the Company and Participant.

                  (iii) Termination for Cause. If Participant's Service is
terminated for Cause (as hereinafter defined), then (A) the portion of the
Option that has not vested on or prior to the date of such termination of
Service and (B) the remaining vested portion of the Option shall terminate
immediately on the date of such termination of Service (the "Termination Date of
the Option"). "Cause" shall mean (i) your theft or embezzlement, or attempted
theft or embezzlement, or money or property of the Company or a subsidiary, your
perpetration or attempted perpetration of fraud, or your participation in a
fraud or attempted fraud, on the Company or a subsidiary or your unauthorized
appropriation of, or your attempt to misappropriate, any tangible or intangible
assets or property of

                                        2

<PAGE>   19


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)


the Company, the Parent or a Subsidiary, (ii) any act or acts of disloyalty,
dishonesty, misconduct, moral turpitude, or any other act or acts by you
injurious to the interest, property, operations, business or reputation of the
Company or a Subsidiary, (iii) your conviction of a crime the commission of
which results in injury to the Company or a Subsidiary, or (iv) any material
violation of any restriction on the disclosure or use of confidential
information of the Company or a Subsidiary, or in competition with the Company
or a Subsidiary, or any of their businesses then conducted or planned to be
conducted, in each case as determined in the sole judgment of the Board or
Committee.

                  (iv) Other Termination. If Participant's Service is terminated
for any reason other than Retirement, death or Disability, or Cause, then (A)
the portion of the Option that has not vested on or prior to the date of such
termination of Service shall terminate on such date and (B) the remaining vested
portion of the Option shall terminate upon the earlier of the Expiration Date or
30 days after the date of such termination of Service (the "Termination Date of
the Option").

            (b) Death Following Termination of Service. Notwithstanding anything
to the contrary contained in this Agreement, if Participant shall die at any
time after the termination of his or her Service and prior to the Termination
Date of the Option, then the vested portion, if any, of the Option shall
terminate on the earlier of the Expiration Date or the first anniversary of the
date of such death.

            (c) Events Causing Acceleration of Option. Notwithstanding the
foregoing, the Committee, in its sole discretion, may accelerate the
exercisability of the Option at any time upon the occurrence of such special
circumstances or events that the Committee find merits special consideration.

            (d) Other Events Causing Termination of Option. Notwithstanding
anything to the contrary contained in this Agreement, the Option shall terminate
upon the consummation of any of the following events, or, if later, the
thirtieth day following the first date upon which such event shall have been
approved by both the Board and the stockholders of the Company:

                  (i) the dissolution or liquidation of the Company; or

                  (ii) a sale of substantially all of the property and assets of
       the Company, unless the terms of such sale shall provide otherwise.

            3. Adjustments. In the event that the outstanding securities of the
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then, unless the terms of such transactions shall
provide otherwise


                                        3

<PAGE>   20


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)


or such event shall cause the Option to terminate pursuant to Section 2(d)
hereof, the Committee shall make appropriate and proportionate adjustments in
the number and type of shares or other securities or cash or other property that
may thereafter be acquired upon the exercise of the Option and the Exercise
Price per share specified herein; provided, however, that any such adjustments
in the Option shall be made without changing the aggregate Exercise Price of the
then unexercised portion of the Option.

            4. Exercise. The Option shall be exercisable during Participant's
lifetime only by Participant or by his or her guardian or legal representative,
and after Participant's death only by the person or entity entitled to do so
under Participant's last will and testament or applicable intestate law. The
Option may only be exercised by the delivery to the Company of a written notice
of such exercise, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price, in whole or in part,

                  (a)   by cash or by check payable to the order of the Company;

                  (b) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value thereof on the date of such exercise),
provided that the Company is not then prohibited from purchasing or acquiring
such shares of Common Stock; or

                  (c) by the delivery, concurrently with such exercise and in
accordance with applicable law and regulations, of irrevocable instructions to a
broker promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Purchased Shares issuable upon
exercise of such option.

            5. Payment of Withholding Taxes. As a condition to the exercise of
an Option, Participant shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such exercise. The Participant shall
also make such arrangements as the Committee may require for the satisfaction of
any federal, state, local or foreign withholding tax obligations that may arise
in connection with the disposition of Option Shares acquired by exercising an
Option. The Committee may permit the Participant to satisfy all or part of his
or her tax obligations related to the Option or Option Shares by having the
Company withhold a portion of any Option Shares that otherwise would be issued
to him or her or by surrendering any shares of Common Stock that previously were
acquired by him or her. Such shares of Common Stock or Option Shares shall be
valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash. The payment of taxes by assigning shares of Common Stock to
the Company, if permitted by the Committee, shall be subject to such
restrictions as the Committee may impose.

                                        4

<PAGE>   21


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)



            6. Notices. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
5480 East Ferguson Drive, Commerce, California 90022, Attention: Chief Financial
Officer, or to Participant at the address set forth beneath his or her signature
on the signature page hereto, or at such other addresses as they may designate
by written notice in the manner aforesaid.

            7. Stock Exchange Requirements; Applicable Laws. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company. Notwithstanding any other provision
of this Agreement to the contrary, Participant will not offer, sell or otherwise
dispose of any Option Shares in any manner which would: (i) require the Company
to file any registration statement with the Securities and Exchange Commission
(or any similar filing under state law) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act of
1933, as amended (the "Securities Act"), the rules and regulation promulgated
thereunder or any other state of federal law. You further understand that the
certificates for any Option Shares you purchase will bear such legends as the
Company deems necessary or desirable in connection with the Securities Act or
other rules, regulations or laws.

            8. Nontransferability. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.

            9. Plan. The Option is granted pursuant to the Plan, as in effect on
the Date of Grant, and is subject to all the terms and conditions of the Plan,
as the same may be amended from time to time; provided, however, that no such
amendment shall deprive Participant, without his or her consent, of the Option
or of any of Participant's rights under this Agreement. The interpretation and
construction by the Committee of the Plan, this Agreement, the Option and such
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan shall be final and binding upon Participant. Until the
Option shall expire, terminate or be exercised in full, the Company shall, upon
written request therefor, send a copy of the Plan, in its then-current form, to
Participant or any other person or entity then entitled to exercise the Option.

            10. Stockholder Rights. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have

                                        5

<PAGE>   22


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)


been duly exercised to purchase such Option Shares in accordance with the
provisions of this Agreement.

            11. Directorship, Employment or Contract Rights. No provision of
this Agreement or of the Option granted hereunder shall (i) confer upon
Participant any right to continue as a director of the Company or a Subsidiary
or in the employ of, or contract with, the Company or any of its subsidiaries,
(ii) affect the right of the Company and each of its Subsidiaries to terminate
the directorship, employment or contract of the Participant, or (iii) confer
upon Participant any right to participate in any welfare or benefit plan or
other program of the Company or any of its Subsidiaries, other than the Plan.

            12. Governing Law. This Agreement and the Option granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of California without reference to choice or conflict of law
principles.

            IN WITNESS WHEREOF, the Company and Participant have duly executed
this Agreement as of the Date of Grant.

                                     CENTRAL FINANCIAL ACCEPTANCE
                                     CORPORATION



                                     By
                                       ----------------------------------------
                                         Authorized Representative



                                        6

<PAGE>   23


                                                                    FORM NO. 2
                                                       (NON-EMPLOYEE DIRECTOR)

                                    PARTICIPANT



                                    ------------------------------
                                    Signature


                                    ------------------------------
                                    Printed Name

                                    ------------------------------
                                    Street Address

                                    ------------------------------
                                    City, State and Zip Code

                                    ------------------------------
                                    Social Security Number



                                        7

<PAGE>   24


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)


                   CENTRAL FINANCIAL ACCEPTANCE CORPORATION

                            1996 STOCK OPTION PLAN

                      NONQUALIFIED STOCK OPTION AGREEMENT


            This Stock Option Agreement ("Agreement") is made and entered into
as of the Date of Grant indicated below by and between Central Financial
Acceptance Corporation, a Delaware corporation (the "Company"), and the person
named below ("Participant").

            WHEREAS, Participant is an employee or independent contractor of the
Company or one or more of its Subsidiaries;

            WHEREAS, pursuant to the Company's 1996 Stock Option Plan (the
"Plan"), the committee of the Board of Directors of the Company administering
the Plan (the "Committee") has approved the grant to Participant of an option to
purchase shares of the common stock, $.01 par value of the Company (the "Common
Stock"), on the terms and conditions set forth herein; and

            WHEREAS, all capitalized terms not otherwise defined herein shall
have the meaning assigned such term in the Plan.

            NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

            1. Grant Of Option; Certain Terms and Conditions. The Company hereby
grants to Participant, and Participant hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., Los Angeles time, on the Expiration Date indicated
below and shall be subject to all of the terms and conditions set forth in this
Agreement (the "Option"). On each anniversary of the Date of Grant, the option
shall become exercisable to purchase, and shall vest with respect to, the number
of the Option Shares (rounded to the nearest whole share) equal to the total
number of Option Shares multiplied by the Annual Vesting Rate indicated below.

            Participant:      ______________________

            Date of Grant:                __________

            Number of shares purchasable: __________

            Exercise Price per share:     __________



                                        1

<PAGE>   25


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)



            Expiration Date:        __________

            Annual Vesting Rate:    __________

The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.

            2. Acceleration and Termination of Option.

            (a)   Termination of Employment.

                  (i) Retirement. If Participant's employment is terminated by
reason of Participant's retirement on or after attaining the age of 65 years
("Retirement"), then (A) the portion of the Option that has not vested on or
prior to the date of such termination of employment shall terminate on such date
and (B) the remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or 90 days after the date of such termination of
employment (the "Termination Date of the Option").

                  (ii) Death or Permanent Disability. If Participant's
employment is terminated by reason of the death or Disability (as hereinafter
defined) of Participant, then (A) the portion of the Option that has not vested
on or prior to the date of such termination of employment shall terminate on
such date and (B) the remaining vested portion of the Option shall terminate
upon the earlier of the Expiration Date or the first anniversary of the date of
such termination of employment (the "Termination Date of the Option").
"Disability" shall mean the inability, due to illness, accident, injury,
physical or mental incapacity or other disability, of Participant to carry out
effectively his or her duties and obligations to the Company or a Subsidiary and
to participate effectively and actively in the management of the Company or a
Subsidiary for a period of at least 90 consecutive days or for shorter periods
aggregating at least 120 days (whether or not consecutive) during any twelve
month period, as determined in the reasonable judgment of the Committee. Any
determination by the Board or Committee that Participant does or does not have a
Disability shall be final and binding upon the Company and Participant.

                  (iii) Termination for Cause. If Participant's employment is
terminated for Cause (as hereinafter defined) then (A) the portion of the Option
that has not vested on or prior to the date of such termination of employment
and (B) the remaining vested portion of the Option shall terminate immediately
on the date of such termination of employment (the "Termination Date of the
Option"). "Cause" shall mean (i) your theft or embezzlement, or attempted theft
or embezzlement, or money or property of the Company or a subsidiary, your
perpetration or attempted perpetration of fraud, or your participation in a
fraud or attempted fraud, on the Company or a subsidiary or your unauthorized
appropriation of, or your attempt to misappropriate, any tangible or intangible
assets or property of the Company or a subsidiary, (ii) any act or acts of
disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by
you injurious to the interest, property, operations,



                                       2

<PAGE>   26


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)


business or reputation of the Company or a Subsidiary, (iii) your conviction of
a crime the commission of which results in injury to the Company or a
Subsidiary, or (iv) any material violation of any restriction on the disclosure
or use of confidential information of the Company or a Subsidiary, or in
competition with the Company or a Subsidiary, or any of their businesses then
conducted or planned to be conducted, in each case as determined in the sole
judgment of the Board or Committee.

                  (iv) Other Termination. If Participant's employment is
terminated for any reason other than Retirement, death or Disability, or Cause,
then (A) the portion of the Option that has not vested on or prior to the date
of such termination of employment shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the earlier of the
Expiration Date or 30 days after the date of such termination of employment (the
"Termination Date of the Option").

            (b) Death Following Termination of Employment. Notwithstanding
anything to the contrary contained in this Agreement, if Participant shall die
at any time after the termination of his or her employment and prior to the
Termination Date of the Option, then the vested portion, if any, of the Option
shall terminate on the earlier of the Expiration Date or the first anniversary
of the date of such death.

            (c) Change in Responsibilities. If Participant's duties,
responsibilities or authorities as an employee or officer of the Company or a
Subsidiary are materially reduced compared to the duties, responsibilities and
authorities of the Participant at the Date of Grant, as a result of a change in
position within the Company or a Subsidiary or otherwise, then, unless the
Committee, in its sole discretion, shall otherwise determine, and provided that
the Participant continues to be an employee of the Company or a Subsidiary after
such reduction in duties, responsibilities or authorities, (A) the portion of
the Option that has not vested on or prior to the date of such reduction in
duties, responsibilities or authorities shall terminate on the date of such
reduction and (B) the remaining vested portion of the Option shall be unaffected
by such reduction and continue in effect, subject to this Agreement and the
Plan.

            (d) Events Causing Acceleration of Option. Notwithstanding the
foregoing, the Committee, in its sole discretion, may accelerate the
exercisability of the Option at any time, upon the occurrence of such special
circumstances or events that the Committee finds merits special consideration.

            (e) Other Events Causing Termination of Option. Notwithstanding
anything to the contrary contained in this Agreement, the Option shall terminate
upon the consummation of any of the following events, or, if later, the
thirtieth day following the first date upon which such event shall have been
approved by both the Board and the stockholders of the Company:

                      (i)  the dissolution or liquidation of the Company; or

                                        3

<PAGE>   27


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)




                     (ii) a sale of substantially all of the property and assets
      of the Company, unless the terms of such sale shall provide otherwise.

            3. Adjustments. In the event that the outstanding securities of the
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then, unless the terms of such transactions shall
provide otherwise or such event shall cause the Option to terminate pursuant to
Section 2(e) hereof, the Committee shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may thereafter be acquired upon the exercise of the Option
and the Exercise Price per share specified herein; provided, however, that any
such adjustments in the Option shall be made without changing the aggregate
Exercise Price of the then unexercised portion of the Option.

            4. Exercise. The Option shall be exercisable during Participant's
lifetime only by Participant or by his or her guardian or legal representative,
and after Participant's death only by the person or entity entitled to do so
under Participant's last will and testament or applicable intestate law. The
Option may only be exercised by the delivery to the Company of a written notice
of such exercise, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price in whole or in part.

                  (a)   by cash or by check payable to the order of the Company;

                  (b) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value thereof on the date of such exercise),
provided that the Company is not then prohibited from purchasing or acquiring
such shares of Common Stock; or

                  (c) by the delivery, concurrently with such exercise and in
accordance with applicable law and regulations, of irrevocable instructions to a
broker promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Purchased Shares issuable upon
exercise of such option.

            5. Payment of Withholding Taxes. As a condition to the exercise of
an Option, Participant shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such exercise.


                                        4

<PAGE>   28


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)


The Participant shall also make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with the disposition of Option Shares
acquired by exercising an Option. The Committee may permit the Participant to
satisfy all or part of his or her tax obligations related to the Option or
Option Shares by having the Company withhold a portion of any Option Shares that
otherwise would be issued to him or her or by surrendering any shares of Common
Stock that previously were acquired by him or her. Such shares of Common Stock
or Option Shares shall be valued at their Fair Market Value on the date when
taxes otherwise would be withheld in cash. The payment of taxes by assigning
shares of Common Stock to the Company, if permitted by the Committee, shall be
subject to such restrictions as the Committee may impose.

            6. Notices. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
5480 East Ferguson Drive, Commerce, California 90022, Attention: Chief Financial
Officer, or to Participant at the address set forth beneath his or her signature
on the signature page hereto, or at such other addresses as they may designate
by written notice in the manner aforesaid.

            7. Stock Exchange Requirements; Applicable Laws. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company. Notwithstanding any other provision
of this Agreement to the contrary, Participant will not offer, sell or otherwise
dispose of any Option Shares in any manner which would: (i) require the Company
to file any registration statement with the Securities and Exchange Commission
(or any similar filing under state law) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act of
1933, as amended (the "Securities Act"), the rules and regulation promulgated
thereunder or any other state of federal law. You further understand that the
certificates for any Option Shares you purchase will bear such legends as the
Company deems necessary or desirable in connection with the Securities Act or
other rules, regulations or laws.

            8. Nontransferability. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.

                                        5

<PAGE>   29


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)



            9. Plan. The Option is granted pursuant to the Plan, as in effect on
the Date of Grant, and is subject to all the terms and conditions of the Plan,
as the same may be amended from time to time; provided, however, that no such
amendment shall deprive Participant, without his or her consent, of the Option
or of any of Participant's rights under this Agreement. The interpretation and
construction by the Committee of the Plan, this Agreement, the Option and such
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan shall be final and binding upon Participant. Until the
Option shall expire, terminate or be exercised in full, the Company shall, upon
written request therefor, send a copy of the Plan, in its then-current form, to
Participant or any other person or entity then entitled to exercise the Option.

            10. Stockholder Rights. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.

            11. Employment or Contract Rights. No provision of this Agreement or
of the Option granted hereunder shall (i) confer upon Participant any right to
continue in the employ of or contract with the Company or any of its
Subsidiaries, (ii) affect the right of the Company and each of its Subsidiaries
to terminate the employment or contract of Participant, with or without cause,
or (iii) confer upon Participant any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
Subsidiaries other than the Plan. PARTICIPANT HEREBY ACKNOWLEDGES AND AGREES
THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OR
CONTRACT OF PARTICIPANT AT ANY TIME AND FOR ANY REASON, OR FOR NO REASON, UNLESS
PARTICIPANT AND THE COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A WRITTEN
EMPLOYMENT OR INDEPENDENT CONTRACTOR AGREEMENT THAT EXPRESSLY PROVIDES
OTHERWISE.

            12. Governing Law. This Agreement and the Option granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of California without reference to choice or conflict of law
principles.

            IN WITNESS WHEREOF, the Company and Participant have duly executed
this Agreement as of the Date of Grant.

                                    CENTRAL FINANCIAL ACCEPTANCE
                                    CORPORATION



                                     By
                                       -----------------------------------------
                                       Authorized Representative


                                        6

<PAGE>   30


                                                                    FORM NO. 2
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)

                                    PARTICIPANT



                                    ------------------------------
                                    Signature


                                    ------------------------------
                                    Printed Name

                                    ------------------------------
                                    Street Address

                                    ------------------------------
                                    City, State and Zip Code

                                    ------------------------------
                                    Social Security Number


                                        7

<PAGE>   31


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)


                   CENTRAL FINANCIAL ACCEPTANCE CORPORATION

                            1996 STOCK OPTION PLAN

                       INCENTIVE STOCK OPTION AGREEMENT


            This Stock Option Agreement ("Agreement") is made and entered into
as of the Date of Grant indicated below by and between Central Financial
Acceptance Corporation, a Delaware corporation (the "Company"), and the person
named below ("Participant").

            WHEREAS, Participant is an employee or independent contractor of the
Company or one or more of its Subsidiaries;

            WHEREAS, pursuant to the Company's 1996 Stock Option Plan (the
"Plan"), the committee of the Board of Directors of the Company administering
the Plan (the "Committee") has approved the grant to Participant of an option to
purchase shares of the common stock, $.01 par value of the Company (the "Common
Stock"), on the terms and conditions set forth herein; and

            WHEREAS, all capitalized terms not otherwise defined herein shall
have the meaning assigned such term in the Plan.

            NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

            1. Grant Of Option; Certain Terms and Conditions. The Company hereby
grants to Participant, and Participant hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., Los Angeles time, on the Expiration Date indicated
below and shall be subject to all of the terms and conditions set forth in this
Agreement (the "Option"). On each anniversary of the Date of Grant, the option
shall become exercisable to purchase, and shall vest with respect to, the number
of the Option Shares (rounded to the nearest whole share) equal to the total
number of Option Shares multiplied by the Annual Vesting Rate indicated below.

            Participant:      ______________________

            Date of Grant:                __________

            Number of shares purchasable: __________

            Exercise Price per share:     __________

                                        1

<PAGE>   32


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)



            Expiration Date:              __________

            Annual Vesting Rate:          __________

The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.

            2. Acceleration and Termination of Option.

            (a)   Termination of Employment.

                  (i) Retirement. If Participant's employment is terminated by
reason of Participant's retirement on or after attaining the age of 65 years
("Retirement"), then (A) the portion of the Option that has not vested on or
prior to the date of such termination of employment shall terminate on such date
and (B) the remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or 90 days after the date of such termination of
employment (the "Termination Date of the Option").

                  (ii) Death or Permanent Disability. If Participant's
employment is terminated by reason of the death or Disability (as hereinafter
defined) of Participant, then (A) the portion of the Option that has not vested
on or prior to the date of such termination of employment shall terminate on
such date and (B) the remaining vested portion of the Option shall terminate
upon the earlier of the Expiration Date or the first anniversary of the date of
such termination of employment (the "Termination Date of the Option").
"Disability" shall mean the inability, due to illness, accident, injury,
physical or mental incapacity or other disability, of Participant to carry out
effectively his or her duties and obligations to the Company or a Subsidiary and
to participate effectively and actively in the management of the Company or a
Subsidiary for a period of at least 90 consecutive days or for shorter periods
aggregating at least 120 days (whether or not consecutive) during any twelve
month period, as determined in the reasonable judgment of the Committee. Any
determination by the Board or Committee that Participant does or does not have a
Disability shall be final and binding upon the Company and Participant.

                  (iii) Termination for Cause. If Participant's employment is
terminated for Cause (as hereinafter defined) then (A) the portion of the Option
that has not vested on or prior to the date of such termination of employment
and (B) the remaining vested portion of the Option shall terminate immediately
on the date of such termination of employment (the "Termination Date of the
Option"). "Cause" shall mean (i) your theft or embezzlement, or attempted theft
or embezzlement, or money or property of the Company or a subsidiary, your
perpetration or attempted perpetration of fraud, or your participation in a
fraud or attempted fraud, on the Company or a subsidiary or your unauthorized
appropriation of, or your attempt to misappropriate, any tangible or intangible
assets or property of the Company or a subsidiary, (ii) any act or acts of
disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by
you injurious to the interest, property, operations,



                                       2

<PAGE>   33


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)


business or reputation of the Company or a Subsidiary, (iii) your conviction of
a crime the commission of which results in injury to the Company or a
Subsidiary, or (iv) any material violation of any restriction on the disclosure
or use of confidential information of the Company or a Subsidiary, or in
competition with the Company or a Subsidiary, or any of their businesses then
conducted or planned to be conducted, in each case as determined in the sole
judgment of the Board or Committee.

                  (iv) Other Termination. If Participant's employment is
terminated for any reason other than Retirement, death or Disability, or Cause,
then (A) the portion of the Option that has not vested on or prior to the date
of such termination of employment shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the earlier of the
Expiration Date or 30 days after the date of such termination of employment (the
"Termination Date of the Option").

            (b) Death Following Termination of Employment. Notwithstanding
anything to the contrary contained in this Agreement, if Participant shall die
at any time after the termination of his or her employment and prior to the
Termination Date of the Option, then the vested portion, if any, of the Option
shall terminate on the earlier of the Expiration Date or the first anniversary
of the date of such death.

            (c) Change in Responsibilities. If Participant's duties,
responsibilities or authorities as an employee or officer of the Company or a
Subsidiary are materially reduced compared to the duties, responsibilities and
authorities of the Participant at the Date of Grant, as a result of a change in
position within the Company or a Subsidiary or otherwise, then, unless the
Committee, in its sole discretion, shall otherwise determine, and provided that
the Participant continues to be an employee of the Company or a Subsidiary after
such reduction in duties, responsibilities or authorities, (A) the portion of
the Option that has not vested on or prior to the date of such reduction in
duties, responsibilities or authorities shall terminate on the date of such
reduction and (B) the remaining vested portion of the Option shall be unaffected
by such reduction and continue in effect, subject to this Agreement and the
Plan.

            (d) Events Causing Acceleration of Option. Notwithstanding the
foregoing, the Committee, in its sole discretion, may accelerate the
exercisability of the Option at any time, upon the occurrence of such special
circumstances or events that the Committee finds merits special consideration.

            (e) Other Events Causing Termination of Option. Notwithstanding
anything to the contrary contained in this Agreement, the Option shall terminate
upon the consummation of any of the following events, or, if later, the
thirtieth day following the first date upon which such event shall have been
approved by both the Board and the stockholders of the Company:

                      (i)  the dissolution or liquidation of the Company; or

                                        3

<PAGE>   34


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)



                     (ii) a sale of substantially all of the property and assets
      of the Company, unless the terms of such sale shall provide otherwise.

            3. Adjustments. In the event that the outstanding securities of the
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then, unless the terms of such transactions shall
provide otherwise or such event shall cause the Option to terminate pursuant to
Section 2(e) hereof, the Committee shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may thereafter be acquired upon the exercise of the Option
and the Exercise Price per share specified herein; provided, however, that any
such adjustments in the Option shall be made without changing the aggregate
Exercise Price of the then unexercised portion of the Option.

            4. Exercise. The Option shall be exercisable during Participant's
lifetime only by Participant or by his or her guardian or legal representative,
and after Participant's death only by the person or entity entitled to do so
under Participant's last will and testament or applicable intestate law. The
Option may only be exercised by the delivery to the Company of a written notice
of such exercise, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price in whole or in part.

                  (a)   by cash or by check payable to the order of the Company;

                  (b) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value thereof on the date of such exercise),
provided that the Company is not then prohibited from purchasing or acquiring
such shares of Common Stock; or

                  (c) by the delivery, concurrently with such exercise and in
accordance with applicable law and regulations, of irrevocable instructions to a
broker promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Purchased Shares issuable upon
exercise of such option.

            5. Payment of Withholding Taxes. As a condition to the exercise of
an Option, Participant shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such exercise.


                                        4

<PAGE>   35


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)


The Participant shall also make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with the disposition of Option Shares
acquired by exercising an Option. The Committee may permit the Participant to
satisfy all or part of his or her tax obligations related to the Option or
Option Shares by having the Company withhold a portion of any Option Shares that
otherwise would be issued to him or her or by surrendering any shares of Common
Stock that previously were acquired by him or her. Such shares of Common Stock
or Option Shares shall be valued at their Fair Market Value on the date when
taxes otherwise would be withheld in cash. The payment of taxes by assigning
shares of Common Stock to the Company, if permitted by the Committee, shall be
subject to such restrictions as the Committee may impose.

            6. Notices. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
5480 East Ferguson Drive, Commerce, California 90022, Attention: Chief Financial
Officer, or to Participant at the address set forth beneath his or her signature
on the signature page hereto, or at such other addresses as they may designate
by written notice in the manner aforesaid.

            7. Stock Exchange Requirements; Applicable Laws. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company. Notwithstanding any other provision
of this Agreement to the contrary, Participant will not offer, sell or otherwise
dispose of any Option Shares in any manner which would: (i) require the Company
to file any registration statement with the Securities and Exchange Commission
(or any similar filing under state law) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act of
1933, as amended (the "Securities Act"), the rules and regulation promulgated
thereunder or any other state of federal law. You further understand that the
certificates for any Option Shares you purchase will bear such legends as the
Company deems necessary or desirable in connection with the Securities Act or
other rules, regulations or laws.

            8. Nontransferability. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.

                                        5

<PAGE>   36


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)



            9. Plan. The Option is granted pursuant to the Plan, as in effect on
the Date of Grant, and is subject to all the terms and conditions of the Plan,
as the same may be amended from time to time; provided, however, that no such
amendment shall deprive Participant, without his or her consent, of the Option
or of any of Participant's rights under this Agreement. The interpretation and
construction by the Committee of the Plan, this Agreement, the Option and such
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan shall be final and binding upon Participant. Until the
Option shall expire, terminate or be exercised in full, the Company shall, upon
written request therefor, send a copy of the Plan, in its then-current form, to
Participant or any other person or entity then entitled to exercise the Option.

            10. Stockholder Rights. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.

            11. Employment or Contract Rights. No provision of this Agreement or
of the Option granted hereunder shall (i) confer upon Participant any right to
continue in the employ of or contract with the Company or any of its
Subsidiaries, (ii) affect the right of the Company and each of its Subsidiaries
to terminate the employment or contract of Participant, with or without cause,
or (iii) confer upon Participant any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
Subsidiaries other than the Plan. PARTICIPANT HEREBY ACKNOWLEDGES AND AGREES
THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OR
CONTRACT OF PARTICIPANT AT ANY TIME AND FOR ANY REASON, OR FOR NO REASON, UNLESS
PARTICIPANT AND THE COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A WRITTEN
EMPLOYMENT OR INDEPENDENT CONTRACTOR AGREEMENT THAT EXPRESSLY PROVIDES
OTHERWISE.

            12. Governing Law. This Agreement and the Option granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of California without reference to choice or conflict of law
principles.

            IN WITNESS WHEREOF, the Company and Participant have duly executed
this Agreement as of the Date of Grant.

                                    CENTRAL FINANCIAL ACCEPTANCE
                                    CORPORATION



                                    By
                                       ----------------------------------------
                                       Authorized Representative


                                        6

<PAGE>   37


                                                                    FORM NO. 3
                                           (EMPLOYEE / INDEPENDENT CONTRACTOR)



                                    PARTICIPANT



                                    ------------------------------
                                    Signature


                                    ------------------------------
                                    Printed Name

                                    ------------------------------
                                    Street Address

                                    ------------------------------
                                    City, State and Zip Code

                                    ------------------------------
                                    Social Security Number


                                        7