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                       1996 STOCK OPTION PLAN, AS AMENDED

                                       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.



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            (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 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



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Exchange Act, the 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.
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


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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 its 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. 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



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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 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



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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 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



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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 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



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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.

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




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