UNIVERSAL UNDERWRITERS
                             ACCEPTANCE CORPORATION
                               SERVICING AGREEMENT
                               -------------------

The  "box"  you  have  checked  and initialed at Section 6.17 -  whether for the
--------------------------------------------------------------------------------
"Dealer  Pool"  Advance  Program  or  for  the  "National  Pool" Advance Program
--------------------------------------------------------------------------------
-determines  whether  this  Servicing  Agreement  is  "full  recourse"  or "non-
--------------------------------------------------------------------------------
recourse",
----------

This  Servicing  Agreement  is  made  by  and  between  UNIVERSAL  UNDER WRITERS
ACCEPTANCE  CORPORATION ("UUAC"), a Kansas corporation with its  principal place
of  business at -Text Omitted per Request for Confidenital Treatment by Pinnacle
Business  Management,  Inc.  -  and  LO-CASTRO AND ASSOCIATES, INC.  dba All Pro
Auto  Mall  ("Customer"), a Pennsylvania Corporation with its principal place of
business  at  -Text  Omitted  per Request for Confidenital Treatment by Pinnacle
Business  Management,  Inc.  - and will become effective only when countersigned
by  a  UUAC  Vice  President,  Assistant Vice President or his or their delegee.
UUAC  and  Customer  agree  as  follows:

                             ARTICLE 1 -DEFINITIONS

In  this Agreement, "we," "us" or "our," refer to UUAC, "you" or "your" refer to
Customer  and  the  words  "will"  and  "shall" are used interchangeably to mean
either  determination  or  future.  as  appropriate  in  context.  Appendix  I
                                                                   -----------
(Definitions) is a  part  of  this  Agreement.
----------------------------------------------

                                   ARTICLE II
                    ADMINISTRATION AND SERVICING OF QUALIFIED
                                  RECEIVABLES

Section  2.1.  Acceptance  of  Receivables.
-------------------------------------------
     (a)  Your  submission  of  a  consumer's  credit application means you have
already  entered  into  a  credit-sale contract with that consumer, which can be
legally  enforced by you and/or any underlying Customer's Dealership, on the one
hand,  and  the  Obligor(s)  on  the  other.

     (b) If we issue an Advance approval number for a Contract, you will deliver
the  Receivable  File  for that Contract to us. However, our issuing an approval
number  does  not  by  itself  constitute  our  acceptance  of  the  Contract.

     (c)  Acceptance of a Contract happens, if at all, only after we receive and
approve  the related Receivable File. When you submit a Receivable File, you are
simultaneously granting us a security interest in the Receivable, whether or not
the  Contract  constituting  that Receivable contains the signature of either or
both  you  or  any  underlying  Customer's  Dealership  and  whether  or not the
preprinted language of such Contract contains words of assignment in addition to
or  in  lieu  of  words  concerning  the granting of a security interest in such
Contract.  Upon  our request you will execute and furnish to us any documents we
deem  necessary or appropriate to enable us to carry out our Collection Services
duties  under  this  Agreement.  You  hereby  appoint  UUAC  your  special
attorney-in-fact,  coupled  with an interest, which shall survive as long as you
owe any sums to UUAC, so that UUAC can execute any such documents, including but
not  limited  to  title  and  application-for- title documents, in your name and
stead,  should  you  fail  to  execute  and  furnish  them.

     (d)  When  UUAC  accepts  a  Contract,  it  becomes a Receivable under this
Agreement,  and  UUAC will perform Collection Services on the Receivable on your
behalf  in  accordance with the Terms or this Agreement. Our Collection Services
will  consist of: collection and posting of all payments; holding the Receivable
Files; collecting payments due under thc Receivables as set forth in Section 2.2
and  reapplying  the  amounts  so collected in thc manner set forth elsewhcre in
this  Agreement;  responding  to  inquiries  of  Obligors  on  the  Receivables;
investigating  delinquencies;  sending  monthly  payment  books  or  billing
statements; and/or receipts to Obligors. UUAC is hereby authorized and empowered
to:  (i)  endorse your name on any payments made payable to you: ii) execute and
deliver. in UUAC's name. on your behalf: any and all instruments of satisfaction
or  cancellation  or  of  partial  or  full  release or discharge. and all other
comparable  instruments, with respect to Receivables or Financed Vehicles: (iii)
waive  any  late  payment  charge  or any other fee that may be collected in the
ordinary  course  of  servicing  a  Receivable; (iv) reform Contracts, as deemed
appropriate  in  UUAC's  sole  discretion  and  without notice to you, by way of
extension  or  other  modification  of  any of the terms and conditions; and (v)
commence  a legal action against the Obligor(s) on that Receivable File, whether
we  do so in our own name or on your behalf, should we determine it necessary or
reasonable  to  do  so.

     (e) Notwithstanding any provision in this Agreement alleged or purported to
be to the contract you and UUAC are each acting as an independent contractor and
shall  have  no  duties or responsibilities to the other except as expressly set
forth  in  this Agreement and the Dealer Guide and in no case shall we be deemed
or  construed to have any fiduciary obligations or duties to you. This Agreement
is  for  your and our benefit only, and tl1ere are no third-party beneficiaries.
intended  or  not.


Section  2.2  Collection  of  Receivable  Payments.
---------------------------------------------------
UUAC  will  use  reasonable efforts to collect all payments called for under the
terms  and  provisions  of each Receivable when they become due. If any payments
due  on  a  Receivable  are  made  to you or any Customer's Dealership after the
Receivable  has  been  accepted by UUAC under this Agreement, you will, no later
than  the close of business the following Business Day, forward such payment, or
cause  it  to be forwarded, to UUAC in the form received. If any such payment is
received  in  cash, you ( or such Customer's Dealership) will: -Text Omitted per
Request  for  Confidenital Treatment by Pinnacle Business Management, Inc. - You
will  do  nothing,  nor  will  you permit anything to be done on your behalf, to
discourage  an  Obligor  from  making  Contract  payments to UUAC and, by way of
illustration  and  not  imitation,  you  wilt  neither  encourage nor require an
Obligor  to  make  Contract  payments  to  you,  rather  than  to  UUAC.

Section  2.3  Foreclosure  of  Security  (interest  in  Financed  Vehicles.
---------------------------------------------------------------------------
Acting  on your behalf and where we deem it appropriate and practicable, we will
repossess  or  otherwise  obtain possession of the Financed Vehicle securing any
Defaulted  Receivable.  We  will follow such practices and procedures as we deem
necessary or advisable, which may include repair and restoration of the Financed
Vehicle,  and  we  or


                                       1
<PAGE>
our agents will sell the Financed Vehicle, subject to applicable law, at public,
or  private  sale. You will not do anything to thwart or hinder our repossession
efforts,  and  you  will  cooperate  in  every  reasonable  way with us in those
efforts.  If  an  Obligor,  or someone acting on behalf of In Obligor, returns a
Financed  Vehicle to your premises (or the premises of any Customer's Dealership
with  the  reasonably  clear express or implied intention that possession of the
Financed  Vehicle  is  thereby  being voluntarily surrendered, you will promptly
notify  us of the "voluntary repossession" and protect and preserve the Financed
Vehicle  in  the  condition  in  which  it  was  returned.

-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.

Section  2.4  Physical  Damage  Insurance.
------------------------------------------
Text  Omitted  per  Request  for  Confidenital  Treatment  by  Pinnacle Business
Management,  Inc.

Section  2.5  Security  Interests  in  Financed  Vehicles.
----------------------------------------------------------
You  will  take  all  steps necessary to perfect UUAC's first and prior security
interest in each Financed Vehicle, including, in jurisdictions where applicable,
placing  UUAC's  name as a lienholder on the title certificate for each Financed
Vehicles.

Section  2.6  Access  to  Certain  Documentation  and  Information  Regarding
-----------------------------------------------------------------------------
Receivables.
------------
Upon request, you will give us any and all documents you possess which relate to
any  Receivable  File in our possession and/or to any Obligor on such Receivable
File;  provided  however,  that  this Section doesn't require you to violate any
applicable  law  prohibiting  disclosure  of  information  regarding an Obligor.

Section  2.7  Security  Interest  in  Receivables  and  Financed
----------------------------------------------------------------
Vehicles:  UUAC  is  not  an  Assignee.
---------------------------------------
You  hereby  grant  UUAC a security interest in all Receivables now or hereafter
transferred  to  UUAC  pursuant  to  this Agreement and in the financed Vehicles
connected  therewith,  wherever located, together with all proceeds, as security
for the payment of all your indebtedness to UUAC, including Advances, Collection
Costs,  and  any  other  amounts  due  UUAC hereunder.  This grant of a security
interest  may -but need not be -repeated in any individual Contract delivered to
UUAC  hereunder, and the failure of any such Contract to repeat such grant shall
in  no  way  affect  or diminish the security interest UUAC acquires in any such
Contract  and/or  Financed  Vehicle by reason of the language of this Agreement,
alone.  While  UUAC  may  also  choose  to  perfect its security interest in all
Receivables  previously,  now  or hereafter delivered to UUAC, its possession of
any  Receivable will for all purposes between you and UUAC be deemed perfection.
This  grant  of  a  security  interest  in  all  Receivables  will  survive  the
termination  of this Agreement until you have paid in any repurchase obligations
you  may  incur  under  this  Agreement.  You  agree  to  execute  UCC Financing
Statements  and  take other actions requested by us in order to perfect any such
security  interest.  Nothing  in  this Agreement shall be deemed or construed to
mean that UUAC is an assignee -rather than the grantee of a security interest in
-as  to  anyone  or  more  Receivables,  whether  because  of this granting of a
security interest or otherwise, unless such purported assignment is specifically
provided  in  writing  which is not preprinted.  Any provision preprinted on any
Contract  that  contains  words  of  transfer  or  assignment  is,  despite such
language,  to  be,  and  to  be  deemed  to be, read only as if it grants UUAC a
security  interest  in  such  Contract,  perfected  by  possession,  thus  being
consistent  with  UUAC's  being  merely  a  secured  party  with respect to such
Contract(s)  and  not  anassignee.

Section  2.8  "Dealer-Remit"  Portion  of  Service-Contract-
------------------------------------------------------------
Related  Advance.
-----------------
At  its  option,  and  despite  any language to the contrary in the Dealer Guide
and/or  any  Dealer  Bulletin,  if  an  Accepted  Receivable evidences sale of a
Vehicle  Service  Contract ("VSC"), UUAC may remit to the issuer the net premium
payable  by Customer or any Customer's Dealership (the so-called "Dealer-Remit")
rather  than remitting it to you for subsequent remittance to the issuer.  -Text
Omitted  per Request for Confidenital Treatment by Pinnacle Business Management,
Inc.  -

Section  2.9  Enrollment  Fee.
------------------------------
No  later  than the effective date of this Agreement, you, for yourself and ,for
any  Customer's  Dealerships,  will pay UUAC a non-refundable Program Enrollment
Fee.  Your  UUAC  or Universal Underwriters Group representative will advise you
of  the  amount  of the Fee and whether or not UUAC is then offering any program
whereby  you  can receive a refund of a part or all of the Fee and the terms and
conditions  of  any  such  program.


                                       2
<PAGE>
                                 ARTICLE 111-A*
                      "DEALER POOL" (FULL RECOURSE) PLAN -
                                     -------------
                      ADVANCE PROGRAMS, SERVICING PROGRAMS
                                  AND PAYMENTS


                     * IF YOU HAVE CHOSEN THE NATIONAL POOL
                     --------------------------------------
                   ADVANCE PLAN, DISREGARD THIS ARTICLE III-A
                   ------------------------------------------
                                IN ITS ENTIRETY.
                                ---------------

Section  3.1  Contract-by-Contract  Options  as  to  Advance
------------------------------------------------------------
Program/Possible  Advance-Rate  Changes  to  Advance Programs.
--------------------------------------------------------------
Unless  this  Agreement is amended to provide Otherwise, it is your option which
Advance  Program  you want applied to any submitted Contract, provided only that
the  Contract  conforms  to  the  requirements  of  that  Program.  The specific
eligibility  requirements  for  each  Advance Program are detailed in the Dealer
Guide.  As  the  Dealer Guide provides. it is your responsibility to indicate on
the appropriate "Fax Cover Sheet" which Advance Program you want to have applied
to  any particular submitted Contract.

-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


Section  3.2  Servicing Programs.
---------------------------------
When  you elect the Dealer Pool Advance Plan at Section 6.17, you will also have
to  elect  which  of  the  Servicing  Programs  (ProfitNow Plus(+)SM Fast50SM or
ProfitMaxSM)  you want to apply to all of your Qualified Receivables for as long
as  your  portfolio  exists.  Unless  UUAC consents to an exception or elects to
unilaterally  move  your  portfolio to another Servicing Program, your Servicing
Program  choice  is irrevocable. The specific provisions and conditions o(UUAC's
various  Servicing  Programs  are  found in the Dealer Guide. Your choice of the
                                                              ------------------
Dealer  Pool  Advance  Plan  is  also  irrevocable.
---------------------------------------------------

Section  3.3.1  Servicing  Fee  on  Qualified  Receivables.
-----------------------------------------------------------
Our  fee ("Servicing Fee") for Collection Services performed on your behalf with
respect  to  Qualified  Receivables  is  determined by the Servicing Program you
elect  for your portfolio at Section 6.15.  Our applicable Servicing Fee will be
a  percentage  of  Collections ,net of Collection Costs -received by UUAC or our
designees  with  respect  to  your  Qualified  Receivables  portfolio.

Section  3.3.2  Servicing  Fee  on  Non-Qualified  Receivables.
---------------------------------------------------------------
Our  Servicing Fee for Collection Services performed on your behalf with respect
to Non-Qualified Receivables (those taken for "Servicing Only") is determined by
reference  to  the  Dealer  Guide,  as  it  might  be amended, whether by Dealer
Bulletin  or  otherwise.

Section  3.3.3  Servicing  Fee  Adjustments.
--------------------------------------------
The  Servicing  Fee and other particulars for our various Servicing Programs are
subject to change or adjustment at UUAC's sole discretion, upon 30 days' advance
written  notice to you.  1f the change is to UUAC's Servicing Fee, whether it is
to  be increased or decreased, the changed Servicing Fee will not apply to those
Receivable  already  in  your  portfolio prior to the effective date of any such
change.

Section  3.3.4  Post-  Termination  Servicing  Fee  Increase.
-------------------------------------------------------------
If  this  Agreement  is  terminated  and you do not remit the amounts recited in
Section  5.5A  upon  our  demand  to  do  so,  the  Servicing  fee which will be
applicable  to our Post Termination Collection Services may, at our sole option,
be increased by -Text Omitted per Request for Confidenital Treatment by Pinnacle
Business  Management,  Inc.  -  (so,  for  example, a previous -Text Omitted per
Request  for  Confidenital  Treatment by Pinnacle Business Management, Inc.  - %
Servicing  Fee  would be increased to -Text Omitted per Request for Confidenital
Treatment  by  Pinnacle  Business  Management,  Inc.  -  %.)

Section  3.4.1  Application  of  Funds  -  Qualified  Receivables.
------------------------------------------------------------------
Collections  received  by  UUAC  during  any  calendar  month  with respect to a
Qualified  Receivables  portfolio  are  first  applied to reimburse UUAC for all
Collection  Costs  and  then to pay UUAC its appropriate Servicing Fee (which is
dictated  by  the  Servicing  Program you have elected).  The application of any
proceeds remaining is dictated by the Servicing Program you have sellected.  and
the details of that subsequent application are found in the Dealer Guide and any
applicable  Dealer  Bulletins.

Section  3.4.2  Application  of  Funds  -Servicing-Only.
--------------------------------------------------------
Collections  received  by  UUAC  during  any  calendar  month  with respect to a
servicing-only  portfolio are first applied to reimburse UUAC for all Collection
Costs  and  then  to pay UUAC its Servicing Fee (disclosed in the Dealer Guide).
Any  proceeds  then  remaining  are  paid  to  you.

Section  3.5  Timing  of  Payments  to  You.
--------------------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.


Section  3.6  Potential  Aggregation  of  all  Servicing  Program  "Lots".
--------------------------------------------------------------------------
In  certain  Servicing  Programs, for example Fast50, Receivables are aggregated
into  discrete  "Lots" for purposes of expediting UUAC's pay-over of Collections
to  the  dealer,  while  other  program,  such  as  ProfitNow  Plus(+) treat all
Receivables  as  belonging to one Lot.  For purposes of the following provisions
of  this  Section  3.3,  "Lot"  will  be  understood  to mean both any Servicing
Program-specific discrete Lot and an entire Servicing Program portfolio which is
otherwise  not  broken-down  into Lots.  Despite any language to the contrary in
this  Agreement  and/or  in  the Dealer Guide, in its sole discretion and at any
time,  UUAC may transfer and apply Collections nominally due with respect to one
Lot  to  any other Lot (treating them as if they were due on such other Lot) and
may  charge  Advances  originally made with respect to one Lot to any other Lot.
This  means  that  UUAC,  in  its sole discretion, has the ability to attempt to
minimize  its losses with respect to some of your Qualified and/or Non-Qualified
Receivables  by  treating  both Collections and Advances as fungible.  This also
means that UUAC's obligation to disburse Collections to you, at UUAC's election,
can  be  a  function  of  your  worst-performing  Lot.

Section  3.7  Monthly  Statement.
---------------------------------

-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


                                       3
<PAGE>
                                  ARTICLE 111-B
                      "NATIONAL POOL" (NON-RECOURSE) PLAN.
                        THE PROFIT POOL and RELATED ITEMS

                      * IF YOU HAVE CHOSEN THE DEALER POOL
                   ADVANCE PLAN, DISREGARD THIS ARTICLE III-B
                                IN ITS ENTIRETY.


Section  3.1  Contract-by-Contract  Options  as  to  Advance Program/Possible
-----------------------------------------------------------------------------
Advance-Rate  Changes  to  Advance Programs.
-------------------------------------------
Unless  and  until  this  Agreement is amendted to provide otherwise, it is your
option  which  Advance  Program  you  want  applied  to  any submitted Contract,
provided  only  that  the Contract conforms to the requirements of that Program.
The  specific  eligibility requirements for each Advance Program are detailed in
the  Dealer  Guide,  as  it  might be-updated and republished from time to time,
whether  by Dealer Bulletin updates or otherwise.  As the Dealer Guide provides,
it is your responsibility to indicate on the appropriate "Fax Cover Sheet" which
Advance  Program  you want to have applied to any particular submitted Contract.
We  are not obligated to advise you that a potentially more advantageous Program
could  have  been applied to any Contract.  On the other hand, where a submitted
Contract  would  not  Qualify  for  the  Advance  Program you selected but would
Qualify  under  a less advantageous Advance Program, we will tell you.  The rate
of Advance and other particulars of the Advance Program under which any specific
Contract  is submitted will be the rate and particulars in effect (as determined
by  either  the  then-most-current  Dealer Guide or Dealer Bulletin) the day the
Contract is received by UUAC, provided only that the Contract is Accepted within
14  days  of  the  day  UUAC  receives  it.  Otherwise,  the rate of Advance and
particulars  in  effect  the  day  of Acceptance will be those applicable to any
specific  Contract.  We  reserve  the  right to add Advance Programs and modify,
discontinue,  supplement  or  replace  any  currently-existing  Advance Program.

Section  3.2  Limited  Option  to  Deselect the UUAC National Pool Advance Plan.
--------------------------------------------------------------------------------
If  you  elect  the National Pool Advance Plan, you may make a one-time election
-but  only  during  the  first  year  this  Agreement is in effect -to move your
Receivables  portfolio generated after the effective date of your election -over
to  the Dealer Pool Advance Plan.  That move is irrevocable.  Any Receivables in
your  portfolio prior to the effective date of your election will remain subject
to  the  National  Pool  Advance  Plan.

Section  3.3  Servicing  Fee  on  Qualified  Receivables.
---------------------------------------------------------
Our  fee  for  Collection  Services  performed  on  your  behalf with respect to
National Pool Advance Plan Qualified Receivables is recited in the Dealer Guide.
Our  applicable  UUAC  fee  will  be  a  Dealer-Guide-specified  percentage  of
Collections  -net  of  Collection  Costs -received by UUAC or our designees with
respect  to  the  Qualified Receivables portfolio which comprises any particular
Book.  The first Book will be comprised of all Qualified Receivables Accepted by
UUAC  at  any  time through and including December 31, 1999, from Dealers and/or
Acceptance  Companies which have executed a National Pool Advance Plan Servicing
Agreement.  The  second Book will be comprised of all National Pool Advance Plan
Qualified  Receivables  Accepted  by UUAC from January 1, 2000, through December
31,2000,  and  so  on.

Section  3.4  Servicing  Fee  Adjustments.
------------------------------------------
The  Servicing Fee and other particulars for the National  Pool Advance Plan are
subject to change or adjustment at UUAC's sole discretion, upon 30 days' advance
written  notice to you.  If the charge is to UUAC's Servicing Fee, whether it is
to  be increased or decreased, the changed Servicing Fee will not apply to those
Qualified  Receivables in any Book which has already Closed nor to any Qualified
Receivables  which  are  already  in  the  then-  currently-open  Book  as  of
thee!1ective date of any such change, unless, in its sole discretion -in case of
a Servicing Fee decrease ,UUAC elects to make: the decrease applicable to one or
more  Closed  Books  and/or  the  pre-existing portion of the then-current Book.

Section  3.4.1  Post-  Termination  Servicing  Fee  Increase.
-------------------------------------------------------------
If  this  Agreement  is  terminated and  you do not remit the amounts recited in
Section  5.5-8  upon  our  demand  to  do  so.  the  Servicing Fee which will be
applicable  to our post-termination Collection Services may, at our sole option,
be increased by -Text Omitted per Request for Confidenital Treatment by Pinnacle
Business  Management, Inc.  - % (so, for  example, a previous  -Text Omitted per
Request  for  Confidenital  Treatment by Pinnacle Business Management, Inc. -  %
Servicing  Fee  would  be  increased  to

-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -  %).

Section  3.5  Application  of  Collections.
-------------------------------------------
While  a  Book  is  Open, Collections received by UUAC during any calendar month
with  respect  to  the  aggregate Qualified Receivables comprising such Book are
applied:
     (i)  first,  to  reimburse  UUAC  for  all  Collection  Costs;
    (ii)  second, to pay UUAC its appropriate Servicing Fee, as described in the
Dealer  Guide;  and
   (iii)  third, to pay UUAC its unrecovered Advances on the Book.
When  a  Book  has been Closed, Collections received by UUAC during any calendar
month  are  applied:

     (i)  first,  to  reimburse  UUAC  for  all  Collection  Costs;
    (ii)  second, to pay UUAC its appropriate Servicing Fee, as described in the
Dealer  Guide;
   (iii)  third,  to reimburse UUAC for its Non-Recourse Fee, which is recited
in the Dealer Guide, and is assessed against to UUAC's unrecovered Advances on a
Book,  as of the first Business Day following the Close Date for that Book;
    (iv)  fourth,  to  pay  UUAC  its unrecovered Advances on the Book; and, if
there  is  any surplus,
     (v)  fifth,  to  the  Profit  Pool  for  that  Book.

Section  3.6  Methodologv  for  Calculation  of  your  Share of the Profit Pool.
--------------------------------------------------------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


                                       4
<PAGE>
Section  3.7  Timing  of  Profit  Share  Payments  to  You.
-----------------------------------------------------------
If  the  annual  calculations  described  in  Section  3.5  result in your being
entitled  to  one  or more Profit Shares,- it or they will be distributed to you
approximately  -Text  Omitted per Request for Confidenital Treatment by Pinnacle
Business  Management,  Inc. -   days after the Calculation Date. If you have any
special instructions concerning payment, they should be sent in writing to UUAC.

Section  3.8  Statements.
-------------------------
The  annual Calculation Date  statements will be the only ones furnished to you.
in no event will UUAC make either interim Book or portfolio statements available
any  more  frequently than quarterly, and in no case before a particular Book is
closed.

                                   ARTICLE IV
                    REPRESENTATIONS, WARRANTIES AND INDEMNITY

Section  4.1  Customer's  Representations  and  Warranties.
-----------------------------------------------------------
You  make  the  following  representations  and warranties, in addition to those
warranties  and  representations  made elsewhere in this Agreement, all of which
UUAC  is relying on by accepting Receivables.  Each or these representations and
warranties shall be continuing for as long as you have: any remaining contingent
payback  obligations  to UUAC hereunder.  Every time you request UUAC to Advance
against  a  Receivable  under  this  Agreement  will  be deemed to, and wi11 be,
reaffirmation  of  each of the following representations and warranties, as well
as  those  made  elsewhere  in  this  Agreement, as of the date of such request:

     (a)  Organization  and  Good  Standing.  Customer: (i) is duly organized as
whatever  form  of  legal  entity  has  been  checked  at  the beginning of this
Agreement;  (ii)  is validly existing as the same and in good standing under the
laws  of  the  state  of its incorporation or domicile. as applicable: (iii) has
full  power and authority to own its properties and to conduct its business, and
has  had at all relevant times, the power, authority, and legal right to acquire
and  own  the  Receivables.
     (b)  Due  Qualification.  Customer  is  qualified  to  do  business and has
obtained  all necessary licenses and approvals in all jurisdictions in which the
ownership  or lease of its property or the conduct of its business requires such
qualification.  license,  or  approval:
     (c)  Power  and  Authority. Customer has the power and authority to execute
and  deliver  this  Agreement  and  to  carry  out its terms, and the execution,
delivery,  and  performance  of  this  Agreement has been duly authorized by, as
appropriate  for Customer's form of entity, all necessary corporate, partnership
or  limited-liability-entity  action  on  the  part  of  Customer.
     (d)  Binding  Obligations.  This  Agreement,  as executed by you or on your
behalf,  constitutes  your  legal,  valid,  and  binding  obligations  and  is
enforceable  in  accordance  with  its  terms,  except  as enforceability may be
limited  by  bankruptcy,  reorganization,  or  other  similar laws affecting the
enforcement  of  creditor's  rights  generally.
     (e) No violation, The consummation of the transactions contemplated by this
Agreement and the fulfillment of its terms will not conflict with, result in any
breach  of  any  of the terms and provisions of, nor constitute (with or without
notice  of  lapse  of  time)  a default under any indenture, agreement, or other
instrument to which you, any of your principals, shareholders, partners, members
or  officers  and/or  any guarantor(s) of this Agreement (collectively, save for
you,  "Other  Persons" herein and in (f) below) is or are a party or by which it
or  they  shall  be  bound; nor result in the creation or imposition of any lien
upon  any  of your and/or any Other Person's properties pursuant to the terms of
any such indenture, agreement, or other instrument ( other than this Agreement);
nor violate any law, order, rule, or regulation -applicable to any or all of the
foregoing  -of  any  court,  regulatgory  body,  administrative  agency or other
governmental entity having jurisdiction over you and/or any Other Persons and/or
your  or  any  Other  Person's  properties.
     (f)  No Proceedings, There are no proceedings or investigations pending or,
to  your knowledge, threatened before any court, regulatory body, administrative
agency,  or  other governmental entity having jurisdiction over you or any Other
Persons  to  which  you and/or any Other Person are a party and/or to which your
and/or the property of any Other Person is subject; (i) asserting the invalidity
of  this Agreement; (ii) seeking to prevent any of the transactions contemp1ated
by  this  Agreement;  or  {iii)  seeking  any determination or ruling that might
l11at~rially  and  adversely affect the financial condition of any or al! or you
and ally Other Person; or (iv) the performance by you or your obligations under,
or  the  validity or enforceability of this Agreement. Neither you nor any Other


                                       5
<PAGE>
Person  is or are operating under, or subject to, or in default with respect to,
any  adjudicatory  order,  writ,  injunction, or decree of any Court, regulatory
body,  administrative  agency, or other governmental entity, whether domestic or
foreign, related to the conduct of your business; and neither you I)or any Other
Person is or are subject to any cease and desist order, supervisory agreement or
arrangement,  or  disqualification, consensual or otherwise, with any regulatory
authority  which is material to the Receivables or the transactions contemplated
by  this  Agreement.  In  addition,  you will promptly notify UUAC of any of the
conditions  or  situations  set  forth  in this paragraph which begin after this
Agreement  is  signed.
     (g)  Compliance  with  Laws,  You  have  complied. and have verified, after
appropriate  review,  consultation  with  counsel  and  other  appropriate
investigatory  or  consultation activities, that every Customer's Dealership has
complied,  with all federal, state, and local laws, ordinances, regulations, and
orders  applicable  to  it  or  the  Receivables  or  the Financed Vehicles. All
licenses,  permits,  orders, or approvals of any governmental or regulatory body
which  are  required  in  connection  with  your,  as  well  as  all  Customer's
Dealership's,  business  ("Permits") are in full force and effect, no violations
are  or  have been recorded with respect to any such Permits, and no proceedings
are  pending or, to your actual or constructive or imputed knowledge, threatened
to  terminate,  revoke,  or  limit  any  of  such  Permits.
     (h)  Characteristics  of Receivables. Each Receivable was originated by you
or by the underlying Customer's Dealership for the sale of a Financed Vehicle in
the  ordinary course of your or such Customer's Dealership's business, was fully
and  properly  executed  by  the  parties  thereto  and  contains  customary and
enforceable  provisions  for an installment sale of a motor vehicle in the state
in  which  the  Obligor  is  located.  Each Receivable is in compliance with all
applicable  consumer  laws  and  regulations.
     (i)  No Dishonor of Payment Instruments. You have no actual or constructive
knowledge, after reasonably diligent inquiry and investigation (for the purposes
of  this  sub-  paragraph any actual or constructive knowledge of the underlying
Customer's  Dealership  shall  be  deemed  imputed  to  you)  that  any  payment
instrument  used,  or  attempted  to be used, by or on behalf of any Obligor was
dishonored  or,  as to such payment instrument, any other defense to payment has
been  or  has threatened to be raised, either prior to the time UUAC has made an
Advance with respect to the Contract in question or subsequent to that time. If,
subsequent  to  the  time UUAC has made an Advance on a Contract, any instrument
used  by  or on behalf of an Obligor towards the downpayment on such Contract is
dishonored  or  otherwise  had  its  payment  refused  and  you  have  actual or
constructive  knowledge  of the same, you warrant and represent to UUAC that you
will immediately fax to the UUAC Service Center (at a fax number provided in the
Dealer  Guide)  appropriate  notice  of  such  dishonor  or  refusal  to  pay.
     j)  One  Original.  There is only one executed original of each Receivable,
and  any  copy  of such Contract and other documents constituting the Receivable
File,  and  any  copy  of the Contract and any other such documents given to any
Obligor  is  a  true  and correct copy of such executed original Contract or any
other  such  documents.
     (k)  Disclosure  of  Material  Facts.  The  representations  and warrenties
contained  in  this Agreement or any other agreement schedule, exhibit, or other
document  delivered  to us in connection with it, including, but not limited to,
the  Customer  Enrollment  Packet.  does  not contain ;U1y untrue statement of a
material  tact  or  omit  to  state  any  material  tact  necessary  to make the
statements  contained  herein  or  therein  not  misleading.
     (l)  Non-Reliance.  You or the Customer's Dealership, as appropriate, have,
independently  and  without  reliance  upon  UUAC  or  anything  UUAC might have
communicated  to  you  via  the  Dealer  Guide  or  otherwise, and based on such
documents  and  information  as  you  or  Customer's  Dealership  has  deemed
appropriate,  made  your  own  appraisal of and investigation into the financial
condition  and  creditworthiness  of  each  Obligor.  and  made  your own credit
decision  to  enter  into  a  Contract  with  such  Obligor.

Section  4.2  UUAC's  Representations  and  Warranties.
-------------------------------------------------------
UUAC  makes  the  following  representations  to  Customer  on which Customer is
relying in submitting Receivables to UUAC, and each occasion of UUAC's accepting
a  Receivable from Customer hereunder will act as a reaffirmation ion of each of
the  following representations as of the date of such acceptance:
     (a)  Compliance  with Laws. UUAC's performance of its Receivables servicing
responsibilities  under  this  Agreement  is  in  material  compliance  with all
federal,  state and local laws. ordinances, regulations and orders applicable to
it.
     (b) Characteristics of Contracts. The preprinted language and format of the
most-current  version  of the form of Contract available to you (and through you
to  your  Customer's  Dealerships)  from  UUAC,  which  is  to  be filled-in and
otherwise  completed  by  Customer,  materially  complies  with  all  applicable
consumer  laws  and regulations, provided only that such Contract forms are used
only  for  their  intended  purpose:  i.eevidencing  your  or  the  Customer's
Dealership's  retail installment sale of a new or used car or light truck to one
or  more  consumers  for  personal,  non-commercial  use.  Notwithstanding  the
preceding  sentence,  however, UUAC's representations concerning compliance: (i)
shall  not  apply in any instance where you or the Customer's Dealership fail to
use the most recent version of Contract available from UUAC and such most recent
version  cures  and/or clarifies any alleged or actual non- compliance contained
in the earlier version utilized instead by you or the Customer's Dealership; and
(ii)  do not apply to any of the words or figures you, the Customer's Dealership
or  the  software  provider  for  either or both of you inserts into or onto any
"blanks"  on  the  Contract  nor  to  any words or figures you or the Customer's
Dealership  add  to  the  Contract,  nor in any case where you or the Customer's
Dealership  have deleted preprinted language which, but for such deletion, would
be  in  compliance  with  applicable  consumer  law  or  regulation.


Section  4.3  Customer  Indemnities.
------------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


                                       6
<PAGE>
Section  4.4  UUAC  Indemnities.
--------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


Section  4.5  Indemnification  Expenses.
----------------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


                                    ARTICLE V
                                  TERMINATION

Section  5.1  Termination  by  Customer.
----------------------------------------

-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -

Section  5.2  Termination  by  UUAC.
------------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


Section  5.3  Events  of  Default.
----------------------------------
At  our  sole  option, anyone or more of the following will be Events of Default
under  this  Agreement:  -Text Omitted per Request for Confidenital Treatment by
Pinnacle  Business  Management,  Inc.  -


Section  5.4  Your  Required, Non-Credit-Default-Related Payback of Advances and
--------------------------------------------------------------------------------
Collection  Costs  on  Individual  Contracts.
---------------------------------------------
-    Text  Omitted  per  Request for Confidenital Treatment by Pinnacle Business
     Management,  Inc.  -


                                       7
<PAGE>
Section  5.5-A  -Dealer  Pool Advance Plan Effects of Termination: Full Recourse
--------------------------------------------------------------------------------
Plus  Termination  Fee.
-----------------------
If  you  have  elected the  Dealer Pool Advance Plan, once termination by either
you  or  UUAC becomes effective -except as otherwise provided below -you will be
obligated  to  pay  us  the  tollowing  amounts:
     (a)  Any  unreimbursed  Collection  Costs:
     (b)  Any  unpaid  Advances  and all other amounts owing by you to UUAC; and
     (c) A termination fee equal to twenty percent (20%) of the then-outstanding
amount  of  Receivables,  as  liquidated  damages.

We may demand ("Amounts due at Termination Demand") that we receive full payment
in  good funds of the above amounts (collectively, "Amounts due at Termination")
as  soon  as  10  days  after  Termination has become effective or at such later
time(s)  as  we  might,  in  our  sole  discretion,  elect.

However, despite any language to the contrary in this Section 5.5-A or elsewhere
-------
in this Agreement, we will not capriciously terminate this Agreement and, unless
                                                                          ------
and  until  any  or  all  of  the  following  occur:
---------------------------------------------------

     (i)  UUAC  TERMINATES  THIS  AGREEMENT  because  of:  (  I)  your actual or
alleged-in-good-faith  fraud  or  misrepresentation  involving  any  significant
portion  of your then-remaining UUAC portfolio: (2) your sale or transfer of all
or  any  significant  portion  of your assets other than in the normal course of
your  Dealership's  business  and/or  your  sale  or transfer of control of your
Dealership; (4) your ceasing to continue your Dealership's business, voluntarily
or  otherwise;  (5)  your  filing  a Petition to be a Debtor in Bankruptcy or an
involuntary  Petition  is  filed  against  you:  or  (6)  UUAC's  at any time(s)
reasonably  determining  you  are or will become unable or unwilling to repay on
demand any shortfall UUAC, using its standard projection model(s), in good faith
projects  will  remain  after  the proceeds of complete liquidation of your UUAC
Portfolio  balance  are  applied  to  the  then-current  total of Amounts due at
Termination  or

     (ii)  YOU  TERMINATE  THIS AGREEMENT for any reason whatsoever and UUAC, at
any time(s) in good faith projects a Shortfall and reasonably determines you are
or  will  become  unable  or  unwilling  to  pay  it  upon  demand  -

UUAC,  upon Termination of this Agreement by either party will look initially to
the  proceeds  of  your  liquidating  portfolio to satisfy your obligations with
respect  to  paying UUAC the Amounts due at Termination, and will not pursue you
for  any  or  all  or  them  unless  and  until  UUAC, in good faith, projects a
Shortfall  and  reasonably  determines you will be unwilling or unable to pay it
upon  demand.
At  the time, if ever, that anyone or more of the circumstances  described above
in  this  Section 5.5-A actually occur, you agree that within five business days
of  UUAC's  written demand that you pay either the then-remaining balance of the
Amounts  due  at  Termination  or,  in UUAC's sole discretion, the amount of any
projected  Shortfall,  you  will pay such amounts to UUAC in good funds.  In the
case of any payment by you of a projected Shortfall, you agree that it is only a
projection.  though  made  in  good  faith,  and  that  you  ultimately  remain
responsible  for  paying  UUAC  all  of the then-remaining actual balance of the
Amounts  due  at  Termination,  no later than liquidation of the last Account in
your UUAC Portfolio.  By the same token, if UUAC's projected Shortfall turns out
after  complete  liquidation  of  your  UUAC  Portfolio,  to be smaller than any
Shortfall amount you were billed for and paid, UUAC will remit the difference to
you  within  -Text  Omitted  per  Request for Confidenital Treatment by Pinnacle
Business  Management,  Inc.  -  business  days  of  its  determination  of  such
Shortfall  overstatement,  but  you  will  not  be  entitled  to  any  interest
whatsoever  on  such  difference  or  any  part  of  it.

Section  5.5-8  -NATIONAL POOL ADVANCE PLAN DEALERS Effects of Termination: Only
--------------------------------------------------------------------------------
Fraud-Related  Recourse.
------------------------
If  you  have  elected  the National Pool Plan Advance Plan, once termination by
either  you  or  UUAC  becomes  effective,  you will no longer be able to submit
Receivables  to  UUAC  for  Qualification.  Your then-identified but unfulfilled
payback  obligation  with  respect  to  anyone  or more Receivables, pursuant to
Section  5.4,  will  survive  termination.  Subsequent  to  termination, if UUAC
discovers  that  any Event of Default recited at sub-sections on 5.3 (b) through
(d),  inclusive,  exists  with  respect to any Receivable which has not yet been
fully paid, you will have the same repayment obligation with respect to any such
Receivable(s)  as  you  would  under Section 5.4, and any such repayment must be
made  so  that  UUAC  receives  it  no  later than -Text Omitted per Request for
Confidenital  Treatment  by  Pinnacle Business Management, Inc.  - days after it
makes written demand for payment on you.  Post-termination, you will continue to
be  eligible  for any pro-rata Profit Pool distributions you become entitled to,
although  UUAC  will  have  a  right  of  setoff  against any such distributions
without  regard  to  the  Book(s)  as  to  which  UUAC's  offset  right  arises.

Section  5.6  Mitigation  of  Damages.
--------------------------------------
To  the  fullest  extent  permitted by applicable law, you  waive the benefit of
any  statute of limitations with respect to UUAC's being able to bring an action
at  law  and/or  in  equity  on  account  of  any  of  your  unfulfilled payback
obligations.  At  any time it wishes to do so, UUAC may pursue any or all of its
remedies with respect to your unfulfilled payback obligations.  Pending entry of
judgment in


                                       8
<PAGE>
any  proceeding  involving  your  unfulfilled  payback  obligations,  UUAC  will
continue  its  Collection efforts on your behalf with respect to any Receivables
covered  by  such  proceedings,  by  way  of mitigation of damages and not as an
election  or  waiver of Remedies. In the course of such Collection efforts, UUAC
will  be  entitled  to its contractual Servicing Fee or to the post- termination
increased  Servicing  Fee  provided above in this Agreement. If you are a Dealer
Pool  Advance  Plan Dealer, the Receivables base for any Termination Fee will be
reduced  as  Collections  reduce  the  Receivables balance, At such time as UUAC
receives  full payment of any post-termination obligations you owe it, UUAC will
deliver  to  you  any  Contracts  which have not yet been paid-off, as well as a
release  of  its  lien  interest  in  the  vehicle(s) securing such Contract(s).

Section  5.6  Survival  of  Indemnitv.
--------------------------------------

The  parties' respective rights and obligations with respect to indemnification.
defense  and  holding the other harmless set out in Article IV of this Agreement
survive  any  expiration or termination of this Agreement.  whether for cause or
otherwise.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

Section  6.1  Governing  Law:  Construction.
--------------------------------------------

This  Agreement  shall be  construed and enforced in accordance with the laws of
the  State  of  Kansas,  except  for its conflicts-of-laws provisions.  Customer
hereby submits to the non-exclusive jurisdiction of the state and federal courts
of  Kansas and consents that service of process may be made upon it in any legal
proceeding  relating  to  this  Agreement  by  any means allowed under Kansas or
federal  law.  You  agree  that, when interpreting any or all of this Agreement,
including,  but  not limited to, interpretation of allegedly ambiguous language,
any  arbitrator(s), mediator(s) and/or court(s) with competent jurisdiction over
the  subject matter shall not apply any statutory and/or common-law provision(s)
that  require ambiguities to be resolved against the drafter of a contract.  You
further agree you had every opportunity, at your expense, to have this Agreement
reviewed  by legal counsel of your choice and that it represents an arms' length
agreement  reached  by  parties  of  equal  bargaining  power.

Section  6.2  Compliance  with  the Gramm-Leach Bliley Act and the Federal Trade
--------------------------------------------------------------------------------
Commission's  "Privacy  of Consumer Financial Information": Final Rule ("Rule").
--------------------------------------------------------------------------------

     a.  UUAC agrees it will only use "nonpublic personal financial information"
-as  defined  in the Rule -concerning any consumer on whom you furnished to UUAC
only for purposes relevant to this Agreement and for no other purpose(s), except
as  permitted  by  law. In addition, as long as an Obligor's Receivable is being
collected by UUAC hereunder as an "active account" and has not been charged-off,
paid-off,  "unwound"  or  otherwise  terminated, UUAC will send such Obligor any
Annual  Privacy  Notice(s)  that are required by the Rule.

     b.  You  agree that, as long as UUAC requests you do so, you will give each
new  potential  Obligor  a  Universal  Underwriters Group Initial Privacy Notice
("IPN")  at the time the Obligor completes a Customer Information Sheet that you
have  or  otherwise submit to UUAC. You understand that your giving a UUGIPN, as
required  above,  in no way satisfies any obligation you might have to give each
such  potential  new  Obligor  your  own  IPN  as  required  by  the  Rule.

Section  6.3  Notices.
----------------------
All  notices,  demands,  and  communications  under  this Agreement shall be in
writing  and  delivered  personally,  by  certified  mail  with  return  receipt
requested,  by  overnight  delivery service providing evidence of delivery or by
telecopier (but in the case of sending by telecopier, a hard copy of the writing
so  transmitted must be immediately sent to the other party via one of the media
referenced  above.  Delivery  shall  be  deemed  complete  kupon first attempted
delivery  of  certified  mail or overnight delivery service; and upon receipt if
delivered  personally  or  by  telecopier, at the address specified in the first
paragraph  of  this  Agreement,  or  such  other place as shall be designated in
writing  by  Customer  or  UUAC  for  delivery  of  such  notices,  demands, and
communications.  Nothing  in this Section 6.2 shall be interpreted to affect the
transmission of routine bulletins or other day-to-day, business-in-the-ordinary-
course communications between UUAC and Customer, which may be transmitted in any
manner the parties find mutually agreeable, including, but not limited to UUAC's
distribution  of  Dealer  Guide  editions,  Dealer Bulletins and other materials
affecting  the Dealer Guide, as well as Customer's submission of Receivables and
material  affecting  Receivables.

Section  6.4  Assignment.
-------------------------
Any  corporation  (a)  into  which UUAC may be merged or consolidated, (b) which
may  result from any merger, conversion, or consolidation to which UUAC may be a
party,  or (c) which may succeed to the business of UUAC, shall be the successor
to  this  Agreement  without  any further act on the part of the parties to this
Agreement.  Your  right  to  assign  this  Agreement  is subject to the relevant
provisions  of  Section  5.3.  This  Agreement  shall  inure  to  the benefit of
Customer  and  UUAC  and  their  respective  permitted  successors  and assigns.

Section  6.5  UUAC's  Delegation  of  Duties;  Liability.
---------------------------------------------------------
UUAC  may  execute any of its duties under this Agreement by or  through agents,
nominees,  or  attorneys-1n-fact.  UUAC is not be responsible for the negligence
or  misconduct of any agents, nominees, or attorneys-in-fact selected by it with
reasonable  care.  Neither  UUAC  nor any of its officers, directors, employees,
nominees,  attorneys-in-fact,  or  affiliates  shall  be  liable  for any action
lawfully taken or omitted to be taken with respect to this Agreement, except for
gross  negligence  or  willful  misconduct

Section  6.6  Rights  Cumulative.
---------------------------------
All  rights  and  remedies to  which UUAC is entitled pursuant to this Agreement
are  cumulative  and  none  is  exclusive  of  another.  No delay or omission in
insisting  upon  strict  observance  or  performance  of  any  provision of this
Agreement or in exercising any right or remedy shall be construed as a waiver or
relinquishment  of  such  provision,  nor  shall it impair such right or remedy.

Section  6.7  Setoff.
---------------------
UUAC  may,  at  any  time and from time to time, at its option and without prior
notice,  set-off and apply any funds of Customer and/or any funds which with the
passage  of  time  would be funds of Customer, against any amounts due or, using
UUAC's  reasonable  projection  models,  projected  to  be  due UUAC, as well as
against  any amounts due any affiliate of UUAC from Customer and/or -but only if
such  Customer's  Dealership  is  \V  holly owned or controlled by Customer -any
Customer's  Dealership  Such right of setoff and application also applies to any
funds  which  would  have  been  owed to UUAC had it given notice of termination
hereunder which it was otherwise entitled to give pursuant to Section 5.2 (a) or
(b)  but  opted not to timing and effect of Dealer Bulletins and/or Dealer Guide
editions.


                                       9
<PAGE>
Section  6.15  Records.
-----------------------
You  agree  to  keep true and complete  records and accounts of all transactions
related  to  Receivables  which  shall  be  open  at all reasonable times to the
Inspection  by  duly  authorized  representatives  of  UUAC.

Section  6.16  Effective  Date.
-------------------------------
This  Agreement  becomes  effective only when accepted by UUAC and signed on its
behalf  by  a Vice President or one of its other officers. The effective date of
the  Agreement  will  be the date shown below the authorized signature for UUAC;
provided,  however,  that if no such date is filled-in, the effective date shall
be  the  date  shown  below  the  authorized  signature  for  Customer.

Section  6.17  Advance  Plan Election and Servicing Program Election for "Dealer
--------------------------------------------------------------------------------
Pool"  Dealers.
---------------

     a.  Choice of Advance Plan. By "x'ng" or "checking" and then initialing one
         -----------------------
of  the  two  boxes  below,  you will have indicated your election of either the
Dealer  Pool  Advance Plan, which is full-recourse, or the National Pool Advance
Plan,  which  is  non-recourse.  You  must  choose  one  or  the  other.

 X   DEALER  POOL  ADVANCE  PLAN  (initial)
---
/s/ MJ
------

     NATIONAL POOL ADVANCE  PLAN  (initial)
---

------
     b.  Choice  of  Servicing  Program.  If  you  have selected the Dealer Pool
         -------------------------------
Advance  Plan,  you  must  also  choose  one of the following Servicing Programs
(indicate  your  choice  by  your  initials):    PROFITNOW  PLUS(+);
                                             ---
      PROFITMAX;      X-Fast50.  Your choice is irrevocable.
------           -----
IN  WITNESS WHEREOF, the p;U1ies have caused this Servicing Agreement to be duly
executted  by  their  authorized  respective  officers  or  other  persons.

Signatures.


                                       11
<PAGE>
APPENDIX  I  -DEFINITIONS

This  Appendix  1  is  a part of the Serving Agreement that precedes it.  Unless
otherwise required by the context, the  following words and phrases used in this
Agreement  have  the  following  meanings and are associated ,with the following
propositions:

"ACCEPT"  is  what  UUAC  contracts to do -as spelled out in Section 2.1 of this
Agreement  -with respect to a Receivable when and if all of the prerequisites to
acceptance  recited  at  Section  2.1  have  occurred. In this Agreement, such a
Receivable  is  sometimes  said  to  have  been  "  Accepted".

II  ACCEPTANCE  CORPORATION" means: (i) any entity -~ a corporation or otherwise
-which  purchases  Contracts  from  one  or  more  retail  new-  and/or used-car
dealerships  it owns or controls, and thereafter submits such Contracts to UUAC'
or  (ii)  any  other non-retail-dealer-entity which UUAC permits to enter into a
Servicing  Agreement.

II  ADVANCE'I  means  any amount paid to Customer with respect to, or on account
of,  a  particular  Receivable  accepted  for  Advance-

"  ADVANCE  PLAN"  means  the  UUAC "Dealer Pool" (Full- Recourse) Advance Plan.

"ADVANCE  PROGRAM"  means  any  and all of the Advance Programs described in the
Dealer  Guide (e.g., "Basic," "Book," "Optimum Book" and "Select") .Each Advance
Program  has different qualifying criteria; the maximum Advance available on any
Contract  depends  on the Advance Program for which the Contract is eligible and
what,  if  any,  "additional  deducts" might be applicable.  II AGREEMENT" means
this  Servicing Agreement, together with all Addenda, Amendments and Supplements
to  it.  All  references  to "Section(s)" refer to the appropriate Section(s) of
this  Agreement.

"BUSINESS  DAY"  means  any  day  other  than Saturday, Sunday or a day on which
banking  institutions in Kansas are allowed or obligated by law, executive order
or  government  decree  to  be  closed.

"COLLECTION  COSTS"  means all out-of-pocket expenses, coSts, fees and retainers
of  every  type,  without  limitation  or  qualification,  reasonably  and/or
necessarily  incurred  or  paid  by  UUAC  in  the administration, servicing, or
collection  of  a  Qualified  Receivable,  including,  without  limitation  or
qualification,  those  incidental  to any or all of the repossession, storage or
sale  of  a  Financed  Vehicle  or the forced-placement of collateral-protection
insurance  covering a Financed Vehicle. "COLLECTIONS" means all amOunts received
by  UUAC  with  respect to a Qualified Receovable including principal, interest,
penalties,  fees  and  Liquidation  Proceeds.

"CONTRACT" means a retail installment sale contract, on a form approved by UUAC,
pursuant  to  which  Customer  or  a  Customer's  Dealership is financing or has
financed the  purchase of a new or used automobile or light truck by one or more
consumers  for  personal.  non-business  use.

"CUSTOMER  ENROLLMENT PACKET" means that  compilation of documents identified as
the  "Customer  Enrollment  Packet"  (or some similar title) on its cover, which
you  will  complete  and  which by this reference is  incorporated herein in its
entirety  and  made  a  part  hereof.

"CUSTOMER'S  DEALERSHIP"  is  a  term  that  only  applies  if  Customer  is  an
Acceptance  Corporation  or other non-retail-  dealer-entity ("Non-Dealer").  In
such  cases,  it  means  and  refers to any franchised or independent retail new
and/or used-car dealership accepted by UUAC as an "Additional Dealership" and so
designated by Customer on the " Additional-Dealership-Location Info Sheet" found
in  the  Customer  Enrollment  Packet.  In addition to being so designated, such
retail  car  dealership  must  be  operated as a subsidiary of Customer or be an
entity  affiliated  with  Customer, unless UUAC allows an exception (e.g., for a
dealer-owned  or  dealer-operated  trade  association).  If  there  will  be any
Customer's  Dealerships,  UUAC  suggests  that  before Customer begins to submit
Customer's  Dealership's  Receivables  to UUAC, Customer enter into a Purchase &
Sale  Agreement  with  each  Customer's  Dealership  covering  the  rights  and
responsibilities  of  each with respect to Receivables.  Any actions or failures
to  act  on the part of a Customer's Dealership, if there be any, including, but
not  limited  to,  representations made directly or indirectly to UUAC, shall be
conclusively  deemed and construed for all purposes to be actions or failures to
act  of  Customer,  as  well.

"DEALER" means a retail dealership, franchised or not, which is licensed to sell
new  and/or  used  cars and light trucks  to Obligors and has either signed this
Servicing  Agreement  or  is  a  Customer's  Dealership.

"DEALER BULLETIN" means those bulletins, designated as "UUAC Dealer Bulletin" or
some  similar  title,  which  UUAC from time to time and at any time may send to
some  or  all  of  its  Dealers  and  Acceptance Corporations in connection with
transactions  covered  by  this Agreement.  UUAC uses Dealer Bulletins to update
and/or  amend  certain  provisions  of  the  then-current  Dealer  Guide, to add
provisions  to  the  Dealer  Guide  and  to otherwise address various aspects of
UUAC's  and its Dealers' and Acceptance Corporations' business operations.  If a
Dealer  Bulletin  includes  "National  Pool"  or  "Dealer Pool" in its title, it
affects  only the National Pool or Dealer Pool Advance Program and/or the Dealer
Guide  as  it  relates  to  that  Advance  Program.


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<PAGE>
"DEALER  GUIDE"  means:  (i) that compilation of various materials and documents
which  UUAC  publishes  under  that  title  from  time  to time for the benefit,
instruction  and  guidance of its Dealers and Acceptance Corporations which have
entered  into  Servicing  Agreements.  To the extent there is a conflict between
the  provisions  of  this  Agreement and the provisions of the then most-current
edition of the Dealer Guide -as it might have been modified or amended by one or
more  Dealer  Bulletins  -the  Dealer Guide will prevail, but only to the extent
necessary  to  resolve the conflict.  In all other cases, the provisions of this
Agreement  and  the  applicable  edition  of  the  Dealer  Guide are cumulative.

"DEALER POOL" is the feature that differentiates the UUAC's full-recourse Dealer
Pool  Advance  Plan  from  its non- Recourse National Pool Advance Plan.  Dealer
Pool  signifies  the  fact that only the Receivables portfolio of any particular
Dealer  signed-up  for  the Dealer Pool Advance Plan will be used to detel1Yline
whether  -and  to  what  extent  -that  Dealer will be entitled to any so-called
"back-end"  profit.  In  turn, the timing of any back-end-profit distribution to
which  such a Dealer might be entitled to is detel1Ylined by the Service Program
the  Dealer  has  selected  Section  6.16b.

"DEFAULT"  means  an  Event  of  Default  in  Section  5.3

"DEFAULTED RECEIVABLE" means a Receivable on which the Obligor has ceased making
payments  at  a  time when there was a remaining balance owed on the Receivable.

"DISTRIBUTION DATE" means the last Business Day of the month following the month
in  which  relevant  Collections  are  received  by  UUAC.

"DOWNPAYMENT"  means the amount of any cash downpayment paid by the Obligor with
respect  to  the  purchase  of  a  Financed  Vehicle,  less  any  insurance.

"ELIGIBLE  RECEIVABLE" means a Contract that meets UUAC's eligibility and credit
standards,  and, depending upon the facts and circumstances, is later designated
by  UUAC  as  either  a  Qualified  Receivable  or  a  Non-Qualified Receivable.

"FINANCED  VEHICLE" means an automobile or light truck listed in the appropriate
one  of  the current N.A.D.A.  Official Used Car Guide or -but only for Financed
Vehicles  retailed  in  California, Arizona, Nevada or Oregon -Kelley Blue Book,
securing  an  Obligor's  indebtedness  under  a  Qualified  Receivable.

"FULL  RECOURSE"  applies  only  to  the UUAC Dealer Pool Advance Plan and means
that, upon any termination of this Agreement, you will be liable to UUAC for the
total of its then-unrecovered Advances plus a Termination Fee, without regard to
whether  or  not  an  Event  of  Default  has occurred and/or whether any of the
Receivables then in your portfolio are Defaulted Receivables; however the timing
and method of your repayment of these post-termination obligations is subject to
certain  conditions,  more  fully  described in the main body or this Agreement.

"LIQUIDATION  PROCEEDS"  means  cash  proceeds  realized  from  liquidation of a
Financed  Vehicle  securing a Defaulted Receivable, less any excess required law
to be remitted to the Obligor, Collateral liquidation may be accomplished by any
appropriate  means.  including  but  not  limited  to, public or private sale or
insurance  proceeds.

"NON-QUALIFIED  RECEIVABLE"  means  an  Eligible  Receivable  which,  as further
explained  in  the  Dealer  Guide.  is not a Qualified Receivable and therefore.
while  eligible  for  Servicing,  is  not  eligible  for  Advance.

"OBLIGOR"  means any and all persons indicated as the buyer, co-buyer, purchaser
or  co-purchaser  of  a  Financed  Vehicle,  as  well as any other person who is
contractually  obligated  to  pay  money  due  on  a  Contract.

"PERSON"  means  and  includes  a  natural  person  as well as any legal person,
including,  by  way  of  illustration  and  not  limitation,  any  individual,
corporation,  estate,  general  partnership, limited partnership, joint venture,
limited-liability  company,  association,  joint  stock  company,  trust,
unincorporated  organization, or duly-constituted government, including agencies
and  subdivisions  thereof.

"QUALIFICATION"  means the UUAC process to determine whether or not a Receivable
submitted  to  it  by  Customer  under this Agreement is a Qualified Receivable.

"QUALIFIED  RECEIVABLE" means a Receivable which has gone through Qualification,
on  which  UUAC  has made an Advance and which conforms to and complies with the
following  specifications,  the  correctness  of  which  Customer represents and
warrants  to UUAC each and every time Customer submits a Contract and Receivable
File  to  UUAC for Qualification under this Agreement:
     a)  it  is  a  valid, binding and enforceable obligation of the Obligor(s);
     b)  it  is  not  in  default  at  the  date  of  transfer  to  UUAC;
     c)  it  is owned by Customer, free and clear of all liens, claims, options,
encumbrances,  security  interests, and other rights ( other than liens in favor
of  UUAC);
     d)  it is enforceable against each Obligor for the amount shown as owing in
the  Contract,  and  such amount is reflected as a receivable in Customer's (and
any  underlying  Customer's  Dealership's)  books  and  records;
     e)  it  complied at the time it was originated or made, and is currently in
compliance  in all respects, with all requirements of applicable federal, state,
and  local  laws  and regulations thereunder, including, without limitation, the
Federal  Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Billing  Act,  the Fair Credit Reporting Act, the Fair Debt Collection Practices
Act,  the  Federal Trade Commission Act. the Federal Trade Commission's Used Car
Rule,  the  Federal  Trade  Commission's  Holder-in-Due-Course  Rule,  the
Magnuson-Moss  Warranty  Act,  Federal  Reserve


                                       2
<PAGE>
Board  Regulations  B  and  l, state retail credit-sale installment statutes and
regulations,  state  usury  statutes, state adaptations or the National Consumer
Act  and  of  the  Uniform  Consumer  Credit  Code,  and  any  other appropriate
consumer-credit statute, Order, regulation or Rule. However, if Customer (or any
underlying Customer's Dealership) used the then most- currently-available Retail
Installment  Contract form prescribed by, and printed on behalf of UUAC and made
no  deletions from the preprinted text and no additions other than those clearly
called  for  by  any  "blanks"  to  be  filled-in, Customer's representation and
warrenty with respect to Regulation l compliance shall only extend to whether or
not  Customer  (or any underlying Customer's Dealership) has correctly filled-in
any or all "blanks" on such Retail Installment Contract; t) it is not subject to
any  offset,  defense,  credit,  allowance  or adjustment, nor, to the actual or
constructive  knowledge  of  Customer,  after  reasonable investigation, has the
Obligor disputed his, her, their or its liability under the Contract, including,
but  not  limited to, any threatened or actual assertion of any so-called "right
of  rescission"  or other expression of "buyer remorse", However, Customer makes
no  representations  or  warranties  regarding  offsets,  defenses,  credits,
allowances  or  adjustments arising solely out of the preprinted language on any
Retail  Installment Contract which complies with the provisos of sub-section (e)
immediately  above  and  not  out of any a9ts and/or failures to act by Customer
and/or  any underlying Customer's Dealership; g) there are no "pick-up" or other
deferred  payments  in  connection  with  the  cash  downpayment,  and such cash
downpayment  has  been paid in full in good funds; h) Customer or the underlying
Customer's Dealership received the cash downpayment and/or trade-in described in
the  Contract  and  mirrored  in  the  Downpayment Verification Letter and other
documents as prescribed by UUAC; no check or other instrument used by an Obligor
for all or any part of the downpayment has been dishonored or post-dated; and no
such  check  or  other  instrument  has  been  discounted  or transferred to any
third-party check-guaranty entity or negotiable-instrument factor or discounter;
i)  neither  Customer  nor  any of its employees or representatives, nor, to the
best  of  Customer's  actual or constructive knowledge, any other person (except
for  an  immediate  blood  relative of the Obligor) or entity, including but not
limited  to  any  underlying  Customer's  Dealership  or  its  employees  or
representatives,  has  loaned  or  advanced any part of the downpayment to or on
behalf  of  any  Obligor;  j) with respect to the Financed Vehicle securing such
Receivable,  Customer guarantees UUAC will be named as first priority lienholder
on  the  original  title  for such Financed Vehicle and/or on the records of the
appropriate  state's  governmental  agency  tasked  with  recording  lienholder
interests  in  motor  vehicles. Customer further guarantees to accomplish all of
the  preceding  so  that UUAC's first and prior lien will be of record with such
governmental  agency  or department within the time-frame which is the lesser of
that  provided  in  the such state's purchase-money-security-interest perfection
statute or that provided by the Bankruptcy Code and will be superior to the lien
of  a  Bankruptcy  Trustee  or  any  person or entity claiming by or through the
Trustee.  05-01  All Pro Modified Appendix k) the Financed Vehicle is adequately
insured.  as required by the Contract and according to those criteria which UUAC
will  from time to time communicated to Customer, for its re-transmission to any
Customer's  Dealership.  by  a  policy  or  policies  involving  so-called
"comprehensive  and  collision" coverage. and each such policy names UUAC as the
loss  payee  or  lienho1der; I) any representations and \warranties contained in
any  "assignment" section of the Contract are true and correct as of the date of
transfer  by  Customer  to UUAC. and. where appropriate that such be continuing,
that  they do continue to be true and correct; m) Customer has complied with all
procedures  established  by  UUAC  from  time  to  time for the execution of the
Contract  and the granting of a first and prior security interest in it to UUAC;
n)  all signatures on the Contract are genuine: 0) when the Financed Vehicle was
sold to the Obligor, it was in satisfactory operating condition with no material
defects  known  -or  which would have been known after reasonable inspection -to
Customer and/or to the underlying Customer's Dealership but not disclosed to the
Obligor  in  writing on a document acknowledged by the Obligor and included with
the  Receivable  File;  further,  to  Customer's,  as  well  as  the  underlying
Customer's  Dealership's,  actual  or  constructive  knowledge, after reasonable
inquiry:  (i)  the  mileage indicated on the odometer of the Financed Vehicle is
the  Vehicle's true mileage; and (ii) the Financed Vehicle was never "salvaged,"
"water- or flood-damaged," reported "stolen" or used or for commercial purposes;
p)  The  Value  (according  to the "Used Car Guide" which the Dealer Guide makes
applicable  to  your  portfolio)  indicated  for the Financed Vehicle on the Fax
Cover Sheet submitted in connection with a Contract includes any "deducts" which
a  reasonable  dealer  would consider appropriate considering the mechanical and
cosmetic  (both  exterior and interior) condition of the Financed Vehicle. q) If
the  Obligor  traded-in  a  vehicle  as  part  or  all of the downpayment on the
Financed  Vehicle,  the  purchase and financing of the Financed Vehicle does not
involve  any  so-called "negative equity" not disclosed on the Contract, and the
Contract  is  consistent  with  UUAC's  policy  of  not accepting Contracts with
disclosed  negative  equity. r) Customer or the underlying Customer's Dealership
delivered  the  Financed  Vehicle  to  the  Obligor,  and  the  Financed Vehicle
satisfies  all  warranties,  express or implied, made to the Obligor; s) Obligor
owns  the Financed Vehicle free of all liens or encumbrances except the security
interest  granted  in the Contract; and t) all amounts indicated in the Contract
as  being  financed  by  the  Contract and payable by Customer or the underlying
Customer's  Dealership  to  any  third  party have been paid, including, but not
limited  to.  all  sales  taxes.  insurance  premiums,  and extended warranty or
service  contract  charges.

The  breach  of  any  one  or more representations or warranties recited in this
definition  of "Qualified Receivable" as being made by any Customer's Dealership
Shall,  for  any  and  all  applicable  purposes,  be imputed to Customer, as if
Customer  had  made  such  representation  or  warranty,

"RECEIVABLE"  means  a  Contract  submitted  to  UUAC  for  an  Advance  or  for
Servicing-only  under  this  Agreement,

"RECEIVABLE  FILE"  means  all  writings  (including  the executed Contract) and
business  records relating to a Receivable and which UUAC requires that Customer
deliver  to  it  in  connection  with  Qualification  of  any  Receivable.

"SERVICING  FEE"  means  the  fee  (which  is a percentage of Collections net of
Collection  Costs)  to  which  UUAC  is entitled as partial compensation for its
Collection  Servicesperformed  hereunder,  by  itself or by its designee, and is
determined by the Advance Plan and/or the Servicing Program Customer has elected
to  have  applied  to  Customer's  Receivables  portfolio.

"SERVICING  PROGRAM" applies only to the UUAC Dealer Pool Advance Plan and means
the  particular  program  under  which  the  Dealer  has  elected to receive any
so-called  "back-end"  profit  which  might  accrue on that Dealer's Receivables
portfolio  (e.g.,  "ProfitNow  Plus  (+)sm  Profit  Maxsm  or  Fast50sm).