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                                                                   EXHIBIT 10.35


                               SECURITY AGREEMENT



         This SECURITY AGREEMENT ("Agreement"), dated as of June 13, 1997, is
made by Central Financial Acceptance Corporation, a Delaware corporation
("Borrower"), and each of the Persons listed on the signature pages hereto,
together with each other Person who may become a party hereto pursuant to
Section 22 of this Agreement (each a "Grantor" and collectively "Grantors"),
jointly and severally in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Agent for the benefit of the Lenders that are or become party to the Loan
Agreement referred to below (collectively "Secured Party"), with reference to
the following facts:


                                    RECITALS

                  A.       Pursuant to the Revolving Loan Agreement of even date
herewith by and among Borrower, the lenders from time to time a party thereto
(collectively, the "Lenders" and individually, a "Lender"), and Wells Fargo
Bank, National Association, as the Agent for the Lenders (as such agreement may
from time to time be amended, extended, renewed, supplemented or otherwise
modified, the "Loan Agreement"), the Lenders have agreed to extend certain
credit facilities to Borrower.

                  B.       The Loan Agreement provides, as a condition of the
availability of such credit facilities, that Grantors shall enter into this
Agreement and shall grant security interests to Secured Party as herein
provided.

                  C.       Each Grantor expects to realize direct and indirect
benefits as a result of the availability of the aforementioned credit
facilities.


                                    AGREEMENT

         NOW, THEREFORE, in order to induce the Lenders to extend the
aforementioned credit facilities, and for other good and valuable consideration,
the receipt and adequacy of which hereby is acknowledged, Grantors hereby
jointly and severally represent, warrant, covenant, agree, assign and grant as
follows:

         1.       Definitions. This Agreement is the Security Agreement referred
to in the Loan Agreement. Terms defined in the Loan Agreement and not otherwise
defined in this





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Agreement shall have the meanings defined for those terms in the Loan Agreement.
Terms defined in the California Uniform Commercial Code and not otherwise
defined in this Agreement or in the Loan Agreement shall have the meanings
defined for those terms in the California Uniform Commercial Code. As used in
this Agreement, the following terms shall have the meanings respectively set
forth after each:

         "Agreement" means this Security Agreement, and any extensions,
modifications, renewals, restatements, supplements or amendments hereof,
including, without limitation, any documents or agreements by which additional
Grantors become party hereto.

         "Collateral" means and includes all present and future right, title and
interest of Grantors, or any one or more of them, in or to any Property or
assets whatsoever, whether now or hereafter acquired and wherever the same may
from time to time be located, and all rights and powers of Grantors, or any one
or more of them, to transfer any interest in or to any Property or assets
whatsoever, including, without limitation, any and all of the following
Property:

                  (a)      All present and future accounts, accounts receivable,
         agreements, contracts, leases, contract rights, rights to payment,
         instruments, documents, chattel paper, security agreements, guaranties,
         letters of credit, undertakings, surety bonds, insurance policies
         (whether or not required by the terms of the Loan Documents), notes and
         drafts, and all forms of obligations owing to any Grantor or in which
         any Grantor may have any interest, however created or arising and
         whether or not earned by performance;

                  (b)      All present and future general intangibles, all tax
         refunds of every kind and nature to which any Grantor now or hereafter
         may become entitled, however arising, all other refunds, and all
         deposits, reserves, loans, royalties, cost savings, deferred payments,
         goodwill, choses in action, liquidated damages, rights to
         indemnification, trade secrets, computer programs, software, customer
         and supplier lists, trademarks, trade names, patents, licenses,
         permits, copyrights, technology, processes, proprietary information and
         insurance proceeds of which any Grantor is a beneficiary;

                  (c)      All present and future deposit accounts of any
         Grantor, including, without limitation, any demand, time, savings,
         passbook or like account maintained by any Grantor with any bank,
         savings and loan association, credit union or like organization, and
         all money, Cash and Cash Equivalents of any Grantor, whether or not
         deposited in any such deposit account;

                  (d)      All present and future books and records, including,
         without limitation, books of account and ledgers of every kind and
         nature, all electronically recorded data relating to any Grantor or the
         business thereof, all receptacles and containers for such records, and
         all files and correspondence;






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                  (e)      All present and future goods, including, without
         limitation, all consumer goods, farm products, inventory, equipment,
         catalogs, machinery, tools, molds, dies, furniture, furnishings,
         fixtures, trade fixtures, motor vehicles and all other goods used in
         connection with or in the conduct of any Grantor's business, including
         all goods as defined in Section 9109(2) of the California Uniform
         Commercial Code;

                  (f)      All present and future inventory and merchandise,
         including, without limitation, all present and future goods held for
         sale or lease or to be furnished under a contract of service, all raw
         materials, work in process and finished goods, all packing materials,
         supplies and containers relating to or used in connection with any of
         the foregoing, and all bills of lading, warehouse receipts or documents
         of title relating to any of the foregoing;

                  (g)      All present and future Investment Collateral and all
         rights, preferences, privileges and Distributions with respect thereto;

                  (h)      All present and future accessions, appurtenances,
         components, repairs, repair parts, spare parts, replacements,
         substitutions, additions, issue and/or improvements to or of or with
         respect to any of the foregoing;

                  (i)      All other tangible and intangible Property of any
         Grantor;

                  (j)      All rights, remedies, powers and/or privileges of any
         Grantor with respect to any of the foregoing, including the right to
         make claims thereunder or with respect thereto; and

                  (k)      Any and all proceeds and products of any of the
         foregoing, including, without limitation, all money, accounts, general
         intangibles, deposit accounts, documents, instruments, chattel paper,
         goods, insurance proceeds, and any other tangible or intangible
         property received upon the sale or disposition of any of the foregoing;

provided that the term "Collateral", as used in this Agreement, shall not
include the following: (i) interests pledged pursuant to the Pledge Agreement or
(ii) Real Property or any interest therein.

         "Distribution" means dividends, distributions, redemption payments,
liquidation payments, and all rights to any of the foregoing.

         "Grantors" means Borrower, those Persons listed on the signature pages
hereto, and those Domestic Subsidiaries of Borrower, if any, that become parties
hereto as provided in Section 22 hereof, and each of them, and any one or more
of them, jointly and severally.






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         "Investment Collateral" means investment property, securities, security
entitlements, financial assets, stocks, bonds, debentures, subscription rights,
options, warrants, puts, calls, certificates, partnership interests, joint
venture interests, Investments and/or securities accounts, brokerage accounts
and the like.

         "Secured Obligations" means any and all present and future Obligations
of any type or nature of Borrower or any other Grantor to Secured Party arising
under or relating to the Loan Documents or any one or more of them, whether due
or to become due, matured or unmatured, liquidated or unliquidated, or
contingent or noncontingent, including Obligations of performance as well as
Obligations of payment, and including interest that accrues after the
commencement of any bankruptcy or insolvency proceeding by or against Borrower
or any other Grantor.

         "Secured Party" means the Agent (acting as the Agent and/or on behalf
or the Lenders), and the Lenders, and each of them, and any one or more of them.
Subject to the terms of the Loan Agreement, any right, remedy, privilege or
power of Secured Party may be exercised by the Agent, or by the Requisite
Lenders, or by any Lender acting with the consent of the Requisite Lenders.

         2.       Further Assurances. At any time and from time to time at the
request of Secured Party, each Grantor shall execute or cause to be executed and
deliver to Secured Party all such financing statements, control agreements and
other instruments and documents in form and substance satisfactory to Secured
Party as shall be necessary or desirable to fully perfect, when filed and/or
recorded, Secured Party's security interests granted pursuant to Section 3 of
this Agreement. At any time and from time to time, Secured Party shall be
entitled to file and/or record any or all such financing statements, instruments
and documents held by it, and any or all such further financing statements,
documents and instruments, and to take all such other actions, as Secured Party
may deem appropriate to perfect and to maintain perfected the security interests
granted in Section 3 of this Agreement. Before and after the occurrence of any
Event of Default, at Secured Party's request, each Grantor shall execute all
such further financing statements, instruments and documents, and shall do all
such further acts and things, as may be deemed necessary or desirable by Secured
Party to create and perfect, and to continue and preserve, an indefeasible
security interest in the Collateral in favor of Secured Party, or the priority
thereof. With respect to any Collateral consisting of certificated securities,
instruments, documents, certificates of title or the like, as to which Secured
Party's security interest need be perfected by, or the priority thereof need be
assured by, possession of such Collateral, Grantors will upon demand of Secured
Party deliver possession of same in pledge to Secured Party. With respect to any
Collateral consisting of Investment Collateral, Grantors hereby (a) irrevocably
direct the issuers of or obligors on any such Collateral, or each securities
intermediary, registrar, transfer agent or trustee for any such Collateral, to
accept the provisions of this Agreement as conclusive evidence of the right of
Secured Party to effect any transfer or exercise any right hereunder or with
respect to any such Collateral, notwithstanding any other notice or direction to
the contrary




                                   
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heretofore or hereafter given by such Grantor or any other Person to any of such
parties; and (b) covenant and agree to transfer or reinvest any such Collateral,
immediately upon Secured Party's request, in such manner as may be deemed
necessary or desirable by Secured Party to create and perfect, and to continue
and preserve, an indefeasible security interest in such Collateral in favor of
Secured Party, or the priority, control and exclusivity thereof, free of all
other liens and claims except as may be permitted by the terms hereof.

         3.       Security Agreement. For valuable consideration, each Grantor
hereby assigns and pledges to Secured Party, and grants to Secured Party a
security interest in, all presently existing and hereafter acquired Collateral,
as security for the timely payment and performance of all of the Secured
Obligations. This Agreement is a continuing and irrevocable agreement and all
the rights, powers, privileges and remedies hereunder shall apply to any and all
Secured Obligations, including those arising under successive transactions which
shall either continue the Secured Obligations, increase or decrease them, or
from time to time create new Secured Obligations after all or any prior Secured
Obligations have been satisfied, and notwithstanding the bankruptcy of Borrower,
any Grantor or any other Person or any other event or proceeding affecting any
Person.

         4.       Incorporation of Provisions of Loan Documents; Grantors'
Representations, Warranties and Agreements. This Agreement is one of the Loan
Documents referred to in the Loan Agreement. All representations, warranties,
affirmative and negative covenants, and other provisions contained in any Loan
Document that are applicable to the Loan Documents generally are fully
applicable to this Agreement and are incorporated herein by this reference as
though set forth herein in full. Without limiting the generality of the
foregoing, the arbitration provisions set forth in Section 11.25 of the Loan
Agreement are incorporated herein and each Grantor hereby agrees to be bound by
such provisions and that any "Dispute" (as such term is defined in such Section)
relating to this Agreement shall be resolved in accordance with such provisions.
In addition, except as otherwise disclosed to Secured Party in writing
concurrently herewith, Grantors represent, warrant and agree that: (a) Grantors
own the sole, full and clear title to all of the existing Collateral and
Grantors have the right and power to grant the security interests granted
hereunder; (b) each Grantor will pay, prior to delinquency, all taxes, charges,
Liens and assessments against the portion of the Collateral owned by it, except
such as are timely contested in good faith, and upon its failure to pay or so
contest such taxes, charges, Liens and assessments, Secured Party at its option
may pay any of them, and Secured Party shall be the sole judge of the legality
or validity thereof and the amount necessary to discharge the same; (c) the
Collateral will not be used for any unlawful purpose or in violation of any Law,
regulation or ordinance, nor used in any way that will void or impair any
insurance required to be carried in connection therewith; (d) each Grantor will,
to the extent consistent with good business practice, keep the portion of the
Collateral owned by it in reasonably good repair, working order and condition,
and from time to time make all needful and proper repairs, renewals,
replacements, additions and improvements thereto and, as appropriate and
applicable, will otherwise deal with such portion of the Collateral in all such
ways as are considered good practice by owners of like Property;




                                   
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(e) each Grantor will take all reasonable steps to preserve and protect the
Collateral; (f) each Grantor will maintain, with responsible insurance
companies, insurance covering the Collateral against such insurable losses as is
required by the Loan Agreement and as is consistent with sound business
practice, and will cause Secured Party to be designated as an additional insured
and loss payee with respect to all insurance (whether or not required by the
Loan Agreement), will obtain the written agreement of the insurers that such
insurance shall not be cancelled, terminated or materially modified to the
detriment of Secured Party without at least 30 days prior written notice to
Secured Party, and will furnish copies of such insurance policies or
certificates to Secured Party promptly upon request therefor; (g) Grantors will
promptly notify Secured Party in writing in the event of any substantial or
material damage to the Collateral (considered as a whole) from any source
whatsoever, and, except for the disposition of collections and other proceeds of
the Collateral permitted by Section 6 hereof, Grantors will not remove or permit
to be removed any part of the Collateral from their places of business without
the prior written consent of Secured Party, except for such items of the
Collateral as are removed in the ordinary course of business or in connection
with any transaction or disposition otherwise permitted by the Loan Documents;
and (h) in the event any Grantor changes its name or its address as either are
set forth herein or in the Loan Agreement, such Grantor will notify Secured
Party of such name and/or address change promptly, but in any event, within
thirty (30) days.

         5.       Secured Party's Rights Re Collateral. At any time (whether or
not an Event of Default has occurred), without notice or demand and at the
expense of each Grantor with regard to the portion of the Collateral owned by
it, Secured Party may, to the extent it may be necessary or desirable to protect
the security hereunder, but Secured Party shall not be obligated to: (a) at all
reasonable times on reasonable notice, enter upon any premises on which
Collateral is situated and examine the same or (b) perform any obligation of any
Grantor under this Agreement or any obligation of any other Person under the
Loan Documents. At any time (whether or not an Event of Default has occurred)
and from time to time, at the expense of each Grantor with regard to the portion
of the Collateral owned by it, Secured Party may, to the extent it may be
necessary or desirable to protect the security hereunder, but Secured Party
shall not be obligated to: (i) notify obligors on the Collateral that the
Collateral has been assigned to Secured Party; and (ii) at any time and from
time to time request from obligors on the Collateral, in the name of any Grantor
or in the name of Secured Party, information concerning the Collateral and the
amounts owing thereon; provided, however, that in either case any such
communication with customers of Grantors shall be carried out by Secured Party
through Grantors' independent auditors unless an Event of Default shall then
have occurred and be continuing. Each Grantor shall maintain books and records
pertaining to the Collateral in such detail, form and scope as Secured Party
shall reasonably require consistent with Secured Party's interests hereunder.
Each Grantor shall at any time at Secured Party's request mark the Collateral
and/or such Grantor's ledger cards, books of account and other records relating
to the Collateral with appropriate notations satisfactory to Secured Party
disclosing that they are subject to Secured Party's security interests. Secured
Party shall at all reasonable times on reasonable notice have full access to and
the right to audit any and all of Grantors' books and records pertaining to the
Collateral, and to




                                   
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confirm and verify the value of the Collateral and to do whatever else Secured
Party reasonably may deem necessary or desirable to protect its interests;
provided, however, that any such action which involves communicating with
customers of Grantors shall be carried out by Secured Party through Grantors'
independent auditors unless an Event of Default shall then have occurred and be
continuing. Secured Party shall be under no duty or obligation whatsoever to
take any action to preserve any rights of or against any prior or other parties
in connection with the Collateral, to exercise any voting rights or managerial
rights with respect to any Collateral, whether or not an Event of Default shall
have occurred, or to make or give any presentments, demands for performance,
notices of non-performance, protests, notices of protests, notices of dishonor
or notices of any other nature whatsoever in connection with the Collateral or
the Secured Obligations. Secured Party shall be under no duty or obligation
whatsoever to take any action to protect or preserve the Collateral or any
rights of any Grantor therein, or to make collections or enforce payment
thereon, or to participate in any foreclosure or other proceeding in connection
therewith.

         6.       Collections on the Collateral. Except as otherwise provided in
any Loan Document, Grantors shall have the right to use and to continue to make
collections on and receive Distributions and other proceeds of all of the
Collateral in the ordinary course of business so long as no Event of Default
shall have occurred and be continuing. Upon the occurrence and during the
continuance of an Event of Default, at the option of Secured Party, Grantors'
right to make collections on and receive Distributions and other proceeds of the
Collateral and to use or dispose of such collections and proceeds shall
terminate, and any and all Distributions, proceeds and collections, including
all partial or total prepayments, then held or thereafter received on or on
account of the Collateral will be held or received by Grantors in trust for
Secured Party and immediately delivered in kind to Secured Party. Any remittance
received by any Grantor from any Person shall be presumed to relate to the
Collateral and to be subject to Secured Party's security interests. Upon the
occurrence and during the continuance of an Event of Default, Secured Party
shall have the right at all times to receive, receipt for, endorse, assign,
deposit and deliver, in the name of Secured Party or in the name of the
appropriate Grantor, any and all checks, notes, drafts and other instruments for
the payment of money constituting proceeds of or otherwise relating to the
Collateral; and each Grantor hereby authorizes Secured Party to affix, by
facsimile signature or otherwise, the general or special endorsement of it, in
such manner as Secured Party shall deem advisable, to any such instrument in the
event the same has been delivered to or obtained by Secured Party without
appropriate endorsement, and Secured Party and any collecting bank are hereby
authorized to consider such endorsement to be a sufficient, valid and effective
endorsement by the appropriate Grantor, to the same extent as though it were
manually executed by the duly authorized officer of the appropriate Grantor,
regardless of by whom or under what circumstances or by what authority such
facsimile signature or other endorsement actually is affixed, without duty of
inquiry or responsibility as to such matters, and each Grantor hereby expressly
waives demand, presentment, protest and notice of protest or dishonor and all
other notices of every kind and nature with respect to any such instrument.





                                   
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         7.       Possession of Collateral by Secured Party. All the Collateral
now, heretofore or hereafter delivered to Secured Party shall be held by Agent
on behalf of Secured Party in Agent's possession, custody and control. Any or
all of the Collateral delivered to Secured Party may be held in an
interest-bearing or non-interest-bearing account, in Secured Party's sole and
absolute discretion, and Secured Party may, in its discretion, apply any such
interest to payment of the Secured Obligations. Nothing herein shall obligate
Secured Party to invest any Collateral or obtain any particular return thereon.
Upon the occurrence and during the continuance of an Event of Default, whenever
any of the Collateral is in Secured Party's possession, custody or control,
Secured Party may use, operate and consume the Collateral, whether for the
purpose of preserving and/or protecting the Collateral, or for the purpose of
performing any of Grantors' obligations with respect thereto, or otherwise.
Secured Party may at any time deliver or redeliver the Collateral or any part
thereof to Grantors, and the receipt of any of the same by any Grantor shall be
complete and full acquittance for the Collateral so delivered, and Secured Party
thereafter shall be discharged from any liability or responsibility therefor. So
long as Secured Party exercises reasonable care with respect to any Collateral
in its possession, custody or control, Secured Party shall have no liability for
any loss of or damage to such Collateral, and in no event shall Secured Party
have liability for any diminution in value of Collateral occasioned by economic
or market conditions or events. Secured Party shall be deemed to have exercised
reasonable care within the meaning of the preceding sentence if the Collateral
in the possession, custody or control of Secured Party is accorded treatment
substantially equal to that which Secured Party accords its own property, it
being understood that Secured Party shall not have any responsibility for (a)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not
Secured Party has or is deemed to have knowledge of such matters, or (b) taking
any necessary steps to preserve rights against any Person with respect to any
Collateral.

         8.       Events of Default. There shall be an Event of Default
hereunder upon the occurrence and during the continuance of an Event of Default
under the Loan Agreement.

         9.       Rights Upon Event of Default. Upon the occurrence and during
the continuance of an Event of Default, Secured Party shall have, in any
jurisdiction where enforcement hereof is sought, in addition to all other rights
and remedies that Secured Party may have under applicable Law or in equity or
under this Agreement (including, without limitation, all rights set forth in
Section 6 hereof) or under any other Loan Document, all rights and remedies of a
secured party under the Uniform Commercial Code as enacted in any jurisdiction,
and, in addition, the following rights and remedies, all of which may be
exercised with or without notice to Grantors and without affecting the
Obligations of Grantors hereunder or under any other Loan Document, or the
enforceability of the Liens and security interests created hereby: (a) to
foreclose the Liens and security interests created hereunder or under any other
agreement relating to any Collateral by any available judicial procedure or
without judicial process; (b) to enter any premises where any Collateral may be
located for the purpose of securing, protecting, inventorying, appraising,
inspecting, repairing, preserving, storing, preparing, processing, taking




                                   
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possession of or removing the same; (c) to sell, assign, lease or otherwise
dispose of any Collateral or any part thereof, either at public or private sale
or at any broker's board, in lot or in bulk, for cash, on credit or otherwise,
with or without representations or warranties and upon such terms as shall be
acceptable to Secured Party; (d) to notify obligors on the Collateral that the
Collateral has been assigned to Secured Party and that all payments thereon are
to be made directly and exclusively to Secured Party; (e) to collect by legal
proceedings or otherwise all Distributions, interest, principal or other sums
now or hereafter payable upon or on account of the Collateral; (f) to cause the
Collateral to be registered in the name of Secured Party, as legal owner; (g) to
enter into any extension, reorganization, deposit, merger or consolidation
agreement, or any other agreement relating to or affecting the Collateral, and
in connection therewith Secured Party may deposit or surrender control of the
Collateral and/or accept other Property in exchange for the Collateral; (h) to
settle, compromise or release, on terms acceptable to Secured Party, in whole or
in part, any amounts owing on the Collateral and/or any disputes with respect
thereto; (i) to extend the time of payment, make allowances and adjustments and
issue credits in connection with the Collateral in the name of Secured Party or
in the name of any Grantor; (j) to enforce payment and prosecute any action or
proceeding with respect to any or all of the Collateral and take or bring, in
the name of Secured Party or in the name of any Grantor, any and all steps,
actions, suits or proceedings deemed by Secured Party necessary or desirable to
effect collection of or to realize upon the Collateral, including any judicial
or nonjudicial foreclosure thereof or thereon, and each Grantor specifically
consents to any nonjudicial foreclosure of any or all of the Collateral or any
other action taken by Secured Party which may release any obligor from personal
liability on any of the Collateral, and each Grantor waives any right not
expressly provided for in this Agreement to receive notice of any public or
private judicial or nonjudicial sale or foreclosure of any security or any of
the Collateral; and any money or other property received by Secured Party in
exchange for or on account of the Collateral, whether representing collections
or proceeds of Collateral, and whether resulting from voluntary payments or
foreclosure proceedings or other legal action taken by Secured Party or Grantors
may be applied by Secured Party without notice to Grantors to the Secured
Obligations in such order and manner as Secured Party in its sole discretion
shall determine; (k) to insure, process and preserve the Collateral; (l) to
exercise all rights, remedies, powers or privileges provided under any of the
Loan Documents; (m) to remove, from any premises where the same may be located,
the Collateral and any and all documents, instruments, files and records, and
any receptacles and cabinets containing the same, relating to the Collateral,
and Secured Party may, at the cost and expense of each Grantor, use such of its
supplies, equipment, facilities and space at its places of business as may be
necessary or appropriate to properly administer, process, store, control,
prepare for sale or disposition and/or sell or dispose of the portion of the
Collateral owned by such Grantor or to properly administer and control the
handling of collections and realizations thereon, and Secured Party shall be
deemed to have a rent-free tenancy of any premises of any Grantor for such
purposes and for such periods of time as reasonably required by Secured Party;
(n) to receive, open and dispose of all mail addressed to any Grantor and notify
postal authorities to change the address for delivery thereof to such address as
Secured Party may designate; provided that Secured Party agrees that it will
promptly deliver over to the appropriate Grantor




                                   
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<PAGE>   10



such opened mail as does not relate to the Collateral; and (o) to exercise all
other rights, powers, privileges and remedies of an owner of the Collateral; all
at Secured Party's sole option and as Secured Party in its sole discretion may
deem advisable. Grantors will, at Secured Party's request, assemble the
Collateral and make it available to Secured Party at places which Secured Party
may reasonably designate, whether at the premises of Grantors or elsewhere, and
will make available to Secured Party, free of cost, all premises, equipment and
facilities of Grantors for the purpose of Secured Party's taking possession of
the Collateral or storing same or removing or putting the Collateral in salable
form or selling or disposing of same.

         Upon the occurrence and during the continuance of an Event of Default,
Secured Party also shall have the right, without notice or demand, either in
person, by agent or by a receiver to be appointed by a court, and without regard
to the adequacy of any security for the Secured Obligations, to take possession
of the Collateral or any part thereof and to collect and receive the rents,
issues, profits, income and proceeds thereof. Taking possession of the
Collateral shall not cure or waive any Event of Default or notice thereof or
invalidate any act done pursuant to such notice. The rights, remedies and powers
of any receiver appointed by a court shall be as ordered by said court.

         Any public or private sale or other disposition of the Collateral may
be held at any office of Agent, or at Grantors' places of business, or at any
other place permitted by applicable Law, and without the necessity of the
Collateral's being within the view of prospective purchasers. Secured Party may
direct the order and manner of sale of the Collateral, or portions thereof, as
it in its sole and absolute discretion may determine, and Grantors expressly
waive any right to direct the order and manner of sale of any Collateral.
Secured Party or any Person on Secured Party's behalf may bid and purchase at
any such sale or other disposition. The net cash proceeds resulting from the
collection, liquidation, sale, lease or other disposition of the Collateral
shall be applied, first, to the expenses (including reasonable attorneys' fees
and disbursements) of retaking, holding, storing, processing and preparing for
sale or lease, selling, leasing, collecting, liquidating and the like, and then
to the satisfaction of the Secured Obligations in such order as shall be
determined by Secured Party in its sole and absolute discretion. Grantors and
any other Person then obligated therefor shall pay to Secured Party on demand
any deficiency with regard thereto which may remain after such sale,
disposition, collection or liquidation of the Collateral.

         Unless the Collateral is perishable or threatens to decline speedily in
value or is of a type customarily sold on a recognized market, Secured Party
will send or otherwise make available to Borrower, as agent for Grantors,
reasonable notice of the time and place of any public sale thereof or of the
time on or after which any private sale thereof is to be made. The requirement
of sending reasonable notice conclusively shall be met if such notice is mailed,
first class mail, postage prepaid, to Borrower at its address set forth in the
Loan Agreement, or delivered or otherwise sent to Borrower, at least five (5)
days before the date of the sale. Each Grantor other than Borrower hereby
irrevocably appoints Borrower as its agent for the purpose




                                   
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of receiving notice of sale hereunder, and agrees that such Grantor conclusively
shall be deemed to have received notice of sale when notice of sale has been
given to Borrower. Each Grantor expressly waives any right to receive notice of
any public or private sale of any Collateral or other security for the Secured
Obligations except as expressly provided for in this paragraph.

         With respect to any Investment Collateral, and whether or not any of
such Collateral has been effectively registered under the Securities Act of
1933, as amended, or other applicable Laws ("Registered Collateral"), Secured
Party may, in its sole and absolute discretion, sell all or any part of such
Collateral at private or public sale in any such manner and under such
circumstances as may be permitted by law. Without limiting the foregoing,
Secured Party may (i) approach and negotiate with a limited number of potential
purchasers, and (ii) restrict the prospective bidders or purchasers to persons
who will represent and agree that they are purchasing such Collateral for their
own account for investment and not with a view to the distribution or resale
thereof. In the event that any Investment Collateral other than Registered
Collateral is sold at private sale, Grantors agree that if such Collateral is
sold for a price which Secured Party in good faith believes to be reasonable
under the circumstances then existing, then (a) the sale shall be deemed to be
commercially reasonable in all respects, (b) Grantors shall not be entitled to a
credit against the Secured Obligations in an amount in excess of the purchase
price, and (c) Secured Party shall not incur any liability or responsibility to
Grantors in connection therewith, notwithstanding the possibility that a
substantially higher price might have been realized at a public sale. Grantors
recognize that a ready market may not exist for such Collateral if it is not
regularly traded on a recognized securities exchange, and that a sale by Secured
Party of any such Collateral for an amount substantially less than a pro rata
share of the fair market value of the issuer's assets minus liabilities may be
commercially reasonable in view of the difficulties that may be encountered in
attempting to sell a large amount of such Collateral or Collateral that is
privately traded.

         Upon consummation of any sale of Collateral hereunder, Secured Party
shall have the right to assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. Each such purchaser at any such sale
shall hold the Collateral so sold absolutely free from any claim or right upon
the part of any Grantor or any other Person, and each Grantor hereby waives (to
the extent permitted by applicable Laws) all rights of redemption, stay and
appraisal which it now has or may at any time in the future have under any rule
of Law or statute now existing or hereafter enacted. If the sale of all or any
part of the Collateral is made on credit or for future delivery, Secured Party
shall not be required to apply any portion of the sale price to the Secured
Obligations until such amount actually is received by Secured Party, and any
Collateral so sold may be retained by Secured Party until the sale price is paid
in full by the purchaser or purchasers thereof. Secured Party shall not incur
any liability in case any such purchaser or purchasers shall fail to pay for the
Collateral so sold, and, in case of any such failure, the Collateral may be sold
again.





                                   
                                      -11-

<PAGE>   12



         10.      Voting Rights; Dividends; etc. With respect to any Investment
Collateral, so long as no Event of Default occurs and remains continuing:

                  10.1     Voting Rights. Grantors shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Investment
Collateral, or any part thereof, for any purpose not inconsistent with the terms
of this Agreement, the Loan Agreement, or the other Loan Documents; provided,
however, that Grantors shall not exercise, or shall refrain from exercising, any
such right if it would result in a Default.

                  10.2     Dividends and Other Distributions. Except as
otherwise provided in any Loan Document, Grantors shall be entitled to receive
and to retain and use any and all Distributions paid in respect of the
Investment Collateral; provided, however, that, any and all such Distributions
received in the form of instruments or certificated securities, warrants,
options or rights to acquire instruments or certificated securities forthwith
shall be, and the certificates representing such instruments or certificated
securities, if any, forthwith shall be delivered to Secured Party to hold as
pledged Collateral and shall, if received by any Grantor, be received in trust
for the benefit of Secured Party, be segregated from the other Property of such
Grantor, and forthwith be delivered to Secured Party as pledged Collateral in
the same form as so received (with any necessary endorsements).

         11.      Rights During Event of Default. With respect to any Investment
Collateral, so long as an Event of Default has occurred and is continuing:

                  11.1     Voting, Dividend and Other Distribution Rights. At
the option of Secured Party, all rights of Grantors to exercise the voting and
other consensual rights which they would otherwise be entitled to exercise
pursuant to Section 10.1 above, and to receive the Distributions which they
would otherwise be authorized to receive and retain pursuant to Section 10.2
above, shall cease, and all such rights thereupon shall become vested in Secured
Party which thereupon shall have the sole right to exercise such voting and
other consensual rights and to receive and to hold as additional Collateral such
Distributions.

                  11.2     Distributions Held in Trust. All Distributions which
are received by Grantors contrary to the provisions of this Agreement shall be
received in trust for the benefit of Secured Party, shall be segregated from
other funds of Grantors, and forthwith shall be paid over to Secured Party as
additional Collateral in the same form as so received (with any necessary
endorsements).

                  11.3     Irrevocable Proxy. Each Grantor does hereby revoke
all previous proxies with regard to the Investment Collateral and appoint
Secured Party as its proxyholder to attend and vote at any and all meetings of
the shareholders or other equity holders of the Persons that issued the
Investment Collateral and any adjournments thereof, held on or after the date of
the giving of this proxy and prior to the termination of this proxy, and to
execute any and all




                                   
                                      -12-

<PAGE>   13



written consents of shareholders or equity holders of such Persons executed on
or after the date of the giving of this proxy and prior to the termination of
this proxy, with the same effect as if such Grantor had personally attended the
meetings or had personally voted its shares or other interests or had personally
signed the written consents; provided, however, that the proxyholder shall have
rights hereunder only upon the occurrence and during the continuance of an Event
of Default. Each Grantor hereby authorizes Secured Party to substitute another
Person as the proxyholder and, upon the occurrence and during the continuance of
any Event of Default, hereby authorizes the proxyholder to file this proxy and
any substitution instrument with the secretary or other appropriate official of
the appropriate Person. This proxy is coupled with an interest and is
irrevocable until such time as all Secured Obligations have been paid and
performed in full.

         12.      Attorney-in-Fact. Each Grantor hereby irrevocably nominates
and appoints Secured Party as its attorney-in-fact for the following purposes
(a) to do all acts and things which Secured Party may deem necessary or
advisable to perfect and continue perfected the security interests created by
this Agreement and, upon the occurrence and during the continuance of an Event
of Default, to preserve, process, develop, maintain and protect the Collateral;
(b) upon the occurrence and during the continuance of an Event of Default, to do
any and every act which any Grantor is obligated to do under this Agreement, at
the expense of the Grantor so obligated and without any obligation to do so; (c)
to prepare, sign, file and/or record, for any Grantor, in the name of the
appropriate Grantor, any financing statement, application for registration, or
like paper, and to take any other action deemed by Secured Party necessary or
desirable in order to perfect or maintain perfected the security interests
granted hereby; and (d) upon the occurrence and during the continuance of an
Event of Default, to execute any and all papers and instruments and do all other
things necessary or desirable to preserve and protect the Collateral and to
protect Secured Party's security interests therein; provided, however, that
Secured Party shall be under no obligation whatsoever to take any of the
foregoing actions, and if Secured Party so acts, it shall have no liability or
responsibility for any such action taken with respect thereto.

         13.      Costs and Expenses. Each Grantor agrees to pay to Secured
Party all costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements) incurred by Secured Party in the enforcement
or attempted enforcement of this Agreement, whether or not an action is filed in
connection therewith, and in connection with any waiver or amendment of any term
or provision hereof. All advances, charges, costs and expenses, including
reasonable attorneys' fees and disbursements, incurred or paid by Secured Party
in exercising any right, privilege, power or remedy conferred by this Agreement
(including, without limitation, the right to perform any Secured Obligation of
any Grantor under the Loan Documents), or in the enforcement or attempted
enforcement thereof, shall be secured hereby and shall become a part of the
Secured Obligations and shall be paid to Secured Party by each Grantor,
immediately upon demand, together with interest thereon at the rate(s) provided
for under the Loan Agreement.

         14.      Statute of Limitations and Other Laws. Until the Secured
Obligations shall have been paid and performed in full, the power of sale and
all other rights, privileges, powers




                                   
                                      -13-

<PAGE>   14



and remedies granted to Secured Party hereunder shall continue to exist and may
be exercised by Secured Party at any time and from time to time irrespective of
the fact that any of the Secured Obligations may have become barred by any
statute of limitations. Each Grantor expressly waives the benefit of any and all
statutes of limitation, and any and all Laws providing for exemption of property
from execution or for valuation and appraisal upon foreclosure, to the maximum
extent permitted by applicable Law.

         15.      Other Agreements. Nothing herein shall in any way modify or
limit the effect of terms or conditions set forth in any other security or other
agreement executed by any Grantor or in connection with the Secured Obligations,
but each and every term and condition hereof shall be in addition thereto. All
provisions contained in the Loan Agreement or any other Loan Document that apply
to Loan Documents generally are fully applicable to this Agreement and are
incorporated herein by this reference as though set forth herein in full.

         16.      Waivers and Consents. Each Grantor acknowledges that the Liens
created or granted herein will or may secure Obligations of Persons other than
each Grantor and, in full recognition of that fact, each Grantor consents and
agrees that Secured Party may, at any time and from time to time, without notice
or demand, and without affecting the enforceability or security hereof: (a)
supplement, modify, amend, extend, renew, accelerate or otherwise change the
time for payment or the terms of the Secured Obligations or any part thereof,
including any increase or decrease of the rate(s) of interest thereon; (b)
supplement, modify, amend or waive, or enter into or give any agreement,
approval or consent with respect to, the Secured Obligations or any part
thereof, or any of the Loan Documents or any additional security or guaranties,
or any condition, covenant, default, remedy, right, representation or term
thereof or thereunder; (c) accept new or additional instruments, documents or
agreements in exchange for or relative to any of the Loan Documents or the
Secured Obligations or any part thereof; (d) accept partial payments on the
Secured Obligations; (e) receive and hold additional security or guaranties for
the Secured Obligations or any part thereof; (f) release, reconvey, terminate,
waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer
and/or enforce any security or guaranties, and apply any security and direct the
order or manner of sale thereof as Secured Party in its sole and absolute
discretion may determine; (g) release any Person from any personal liability
with respect to the Secured Obligations or any part thereof; (h) settle, release
on terms satisfactory to Secured Party or by operation of applicable Laws or
otherwise liquidate or enforce any Secured Obligations and any security or
guaranty in any manner, consent to the transfer of any security and bid and
purchase at any sale; and/or (i) consent to the merger, change or any other
restructuring or termination of the corporate existence of any Grantor or any
other Person, and correspondingly restructure the Secured Obligations, and any
such merger, change, restructuring or termination shall not affect the liability
of any Grantor or the continuing existence of any Lien hereunder, under any
other Loan Document to which any Grantor is a party or the enforceability hereof
or thereof with respect to all or any part of the Secured Obligations.





                                   
                                      -14-

<PAGE>   15



         Upon the occurrence and during the continuance of any Event of Default,
Secured Party may enforce this Agreement independently as to each Grantor and
independently of any other remedy or security Secured Party at any time may have
or hold in connection with the Secured Obligations secured hereby, and it shall
not be necessary for Secured Party to marshal assets in favor of any Grantor or
any other Person or to proceed upon or against and/or exhaust any other security
or remedy before proceeding to enforce this Agreement. Each Grantor expressly
waives any right to require Secured Party to marshal assets in favor of any
Grantor or any other Person or to proceed against any other Grantor or any
Collateral provided by any other Grantor, and agrees that Secured Party may
proceed against Grantors and/or the Collateral in such order as it shall
determine in its sole and absolute discretion. Secured Party may file a separate
action or actions against any Grantor, whether action is brought or prosecuted
with respect to any other security or against any other Person, or whether any
other Person is joined in any such action or actions. Each Grantor agrees that
Secured Party and Borrower and any Affiliate of Borrower may deal with each
other in connection with the Secured Obligations or otherwise, or alter any
contracts or agreements now or hereafter existing between any of them, in any
manner whatsoever, all without in any way altering or affecting the security of
this Agreement. Secured Party's rights hereunder shall be reinstated and
revived, and the enforceability of this Agreement shall continue, with respect
to any amount at any time paid on account of the Secured Obligations which
thereafter shall be required to be restored or returned by Secured Party upon
the bankruptcy, insolvency or reorganization of any Grantor or otherwise, all as
though such amount had not been paid. The Liens created or granted herein and
the enforceability of this Agreement at all times shall remain effective to
secure the full amount of all the Secured Obligations even though the Secured
Obligations, including any part thereof or any other security or guaranty
therefor, may be or hereafter may become invalid or otherwise unenforceable as
against Borrower or any other Grantor and whether or not Borrower or any other
Grantor shall have any personal liability with respect thereto. Each Grantor
expressly waives any and all defenses now or hereafter arising or asserted by
reason of (a) any disability or other defense of Borrower or any other Grantor
with respect to the Secured Obligations, (b) the unenforceability or invalidity
of any security or guaranty for the Secured Obligations or the lack of
perfection or continuing perfection or failure of priority of any security for
the Secured Obligations, (c) the cessation for any cause whatsoever of the
liability of Borrower or any other Grantor (other than by reason of the full
payment and performance of all Secured Obligations), (d) any failure of Secured
Party to marshal assets in favor of any Grantor or any other Person, (e) any
defect in any notice that may be given by or on behalf of Secured Party in
connection with any sale or disposition of Collateral, if such defect does not
detract from the practical effect of the notice, (f) any non-material failure of
Secured Party to comply with applicable Laws in connection with the sale or
other disposition of any Collateral or other security for any Secured
Obligation, (g) any act or omission of Secured Party or others that directly or
indirectly results in or aids the discharge or release of Borrower or any other
Grantor or the Secured Obligations or any other security or guaranty therefor by
operation of Law or otherwise, (h) any Law which provides that the obligation of
a surety or guarantor must neither be larger in amount nor in other respects
more burdensome than that of the principal or which reduces a surety's or
guarantor's obligation in proportion to the principal




                                   
                                      -15-

<PAGE>   16



obligation, (i) any failure of Secured Party to file or enforce a claim in any
bankruptcy or other proceeding with respect to any Person, (j) the election by
Secured Party, in any bankruptcy proceeding of any Person, of the application or
non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k)
any extension of credit or the grant of any Lien under Section 364 of the United
States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the
United States Bankruptcy Code, (m) any agreement or stipulation with respect to
the provision of adequate protection in any bankruptcy proceeding of any Person,
(n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against any Person,
including any discharge of, or bar or stay against collecting, all or any of the
Secured Obligations (or any interest thereon) in or as a result of any such
proceeding, (p) to the extent permitted, the benefits of any form of one-action
rule under any applicable Law, or (q) any action taken by Secured Party that is
authorized by this Section 16 or any other provision of any Loan Document. Until
such time, if any, as all of the Secured Obligations have been paid and
performed in full and no portion of the Commitment remains in effect, no Grantor
shall have any right of subrogation, contribution, reimbursement or indemnity,
and each Grantor expressly waives any right to enforce any remedy that Secured
Party now has or hereafter may have against any other Person and waives the
benefit of, or any right to participate in, any Collateral now or hereafter held
by Secured Party. Each Grantor specifically waives any rights or defenses such
Grantor may have by reason of an election of remedies by Lender, or protection
afforded to Borrower with respect to Borrower's obligations pursuant to the
antideficiency or other laws limiting, qualifying or discharging Borrower's
indebtedness, including, without limitation, California Code of Civil Procedure
Sections 580a, 580b, 580d or 726. Each Grantor expressly waives all setoffs and
counterclaims and all presentments, demands for payment or performance, notices
of nonpayment or nonperformance, protests, notices of protest, notices of
dishonor and all other notices or demands of any kind or nature whatsoever with
respect to the Secured Obligations, and all notices of acceptance of this
Agreement or of the existence, creation or incurring of new or additional
Secured Obligations.

         17.      Condition of Borrower and Its Subsidiaries. Each Grantor
represents and warrants to Secured Party that each Grantor has established
adequate means of obtaining from Borrower and its Subsidiaries, on a continuing
basis, financial and other information pertaining to the businesses, operations
and condition (financial and otherwise) of Borrower and its Subsidiaries and
their Properties, and each Grantor now is and hereafter will be completely
familiar with the businesses, operations and condition (financial and otherwise)
of Borrower and its Subsidiaries and their Properties. Each Grantor hereby
expressly waives and relinquishes any duty on the part of Secured Party (should
any such duty exist) to disclose to any Grantor any matter, fact or thing
related to the businesses, operations or condition (financial or otherwise) of
Borrower or its Subsidiaries or their Properties, whether now known or hereafter
known by Secured Party during the life of this Agreement. With respect to any of
the Secured Obligations, Secured Party need not inquire into the powers of
Borrower or any Subsidiaries thereof or the officers or employees acting or
purporting to act on their behalf, and all Secured Obligations




                                   
                                      -16-

<PAGE>   17



made or created in good faith reliance upon the professed exercise of such
powers shall be secured hereby.

         18.      Liens on Real Property. In the event that all or any part of
the Secured Obligations at any time are secured by any one or more deeds of
trust or mortgages or other instruments creating or granting Liens on any
interests in real Property, each Grantor authorizes Secured Party, upon the
occurrence of and during the continuance of any Event of Default, at its sole
option, without notice or demand and without affecting any Secured Obligations
of any Grantor, the enforceability of this Agreement, or the validity or
enforceability of any Liens of Secured Party on any Collateral, to foreclose any
or all of such deeds of trust or mortgages or other instruments by judicial or
nonjudicial sale. Each Grantor expressly waives any defenses to the enforcement
of this Agreement or any Liens created or granted hereby or to the recovery by
Secured Party against Borrower or any guarantor or any other Person liable
therefor of any deficiency after a judicial or nonjudicial foreclosure or sale,
even though such a foreclosure or sale may impair the subrogation rights of
Grantors and may preclude Grantors from obtaining reimbursement or contribution
from any of the other Grantors. Each Grantor expressly waives any defenses or
benefits that may be derived from California Code of Civil Procedure
SectionSection 580a, 580b, 580d or 726, or comparable provisions of the Laws of
any other jurisdiction, and all other suretyship defenses it otherwise might or
would have under California Law or other applicable Law. Each Grantor expressly
waives any right to receive notice of any judicial or nonjudicial foreclosure or
sale of any real Property or interest therein subject to any such deeds of trust
or mortgages or other instruments and any Grantor's failure to receive any such
notice shall not impair or affect such Grantor's Obligations or the
enforceability of this Agreement or any Liens created or granted hereby.

         19.      Waiver of Discharge. Without limiting the generality of the
foregoing, each Grantor hereby waives discharge by waiving all defenses based on
suretyship or impairment of collateral.

         20.      Understandings with Respect to Waivers and Consents. Each
Grantor warrants and agrees that each of the waivers and consents set forth
herein are made after consultation with legal counsel and with full knowledge of
their significance and consequences, with the understanding that events giving
rise to any defense or right waived may diminish, destroy or otherwise adversely
affect rights which Grantors otherwise may have against Borrower, Secured Party
or others, or against Collateral, and that, under the circumstances, the waivers
and consents herein given are reasonable and not contrary to public policy or
Law. If any of the waivers or consents herein are determined to be contrary to
any applicable Law or public policy, such waivers and consents shall be
effective to the maximum extent permitted by Law.

         21.      Continuing Effect. This Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit




                                   
                                      -17-

<PAGE>   18



of creditors or should a receiver or trustee be appointed for all or any
significant part of any Grantor's assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable Law,
rescinded or reduced in amount, or must otherwise be restored or returned by
Agent or any Lender, whether as a "voidable preference," "fraudulent
conveyance," or otherwise, all as though such payment or performance had not
been made. In the event that any payment or any part thereof is rescinded,
reduced, restored or returned, the Secured Obligations shall be reinstated and
deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.

         22.      Additional Grantors. The initial Grantors hereunder shall be
Borrower and the Significant Subsidiaries, if any, as are signatories hereto.
From time to time following the Closing Date, additional Domestic Subsidiaries
of Borrower may become parties hereto, as additional Grantors, by executing and
delivering to the Agent an Instrument of Joinder substantially in the form of
Exhibit A hereto, accompanied by such documentation as the Agent may require in
connection therewith, wherein such additional Grantors agree to become a party
hereto and to be bound hereby. Upon delivery of such Instrument of Joinder to
and acceptance thereof by the Agent, notice of which acceptance is hereby waived
by Grantors, each such additional Grantor shall be as fully a party hereto as if
such Grantor were an original signatory hereof. Each Grantor expressly agrees
that its Secured Obligations and the Liens upon its Property granted herein
shall not be affected or diminished by the addition or release of additional
Grantors hereunder, nor by any election of Secured Party not to cause any
Domestic Subsidiary of Borrower to become an additional Grantor hereunder. This
Agreement shall be fully effective as to any Grantor who is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Grantor hereunder.

         23.      Release of Grantors. This Agreement and all Secured
Obligations of Grantors hereunder shall be released when all Secured Obligations
have been paid in full in cash or otherwise performed in full and when no
portion of the Commitment remains outstanding. Upon such release of Grantors'
Secured Obligations hereunder, Secured Party shall return any pledged Collateral
to Grantors, or to the Person or Persons legally entitled thereto, and shall
endorse, execute, deliver, record and file all instruments and documents, and do
all other acts and things, reasonably required for the return of the Collateral
to Grantors, or to the Person or Persons legally entitled thereto, and to
evidence or document the release of Secured Party's interests arising under this
Agreement, all as reasonably requested by, and at the sole expense of, Grantors.

         24.      Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same agreement.

         25.      Additional Powers and Authorization. The Agent has been
appointed as the Agent hereunder pursuant to the Loan Agreement and shall be
entitled to the benefits of the Loan Agreement and the other Loan Documents.
Notwithstanding anything contained herein to




                                   
                                      -18-

<PAGE>   19



the contrary, the Agent may employ agents, trustees, or attorneys-in-fact and
may vest any of them with any Property (including, without limitation, any
Collateral pledged hereunder), title, right or power deemed necessary for the
purposes of such appointment.

         26.      GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

         IN WITNESS WHEREOF, each Grantor has executed this Agreement by its
duly authorized officer as of the date first written above.


                                   "Grantors"
                                   
                                   CENTRAL FINANCIAL ACCEPTANCE
                                   CORPORATION,
                                   a Delaware corporation
                                   
                                   
                                   By:  /s/ Gary M. Cypres
                                      -------------------------------
                                            Gary M. Cypres
                                            Chief Executive Officer
                                   
                                   
                                   
                                   CENTRAL INSTALLMENT CREDIT
                                   CORPORATION, a California corporation
                                   
                                   
                                   By:  /s/ Gary M. Cypres
                                      -------------------------------
                                            Gary M. Cypres
                                            Chief Executive Officer
                                   
                                   
                                   
                                   CENTRAL CONSUMER FINANCE
                                   COMPANY, a Delaware corporation
                                   
                                   
                                   By:  /s/ Gary M. Cypres
                                      -------------------------------
                                            Gary M. Cypres
                                            Chief Executive Officer
                                   
                                   
                                   
                                   
                                   
                                                                      
                                      -19-
                                   
<PAGE>   20
                                   
                                 
                                 
                                 
                                 CENTRAL PREMIUM FINANCE
                                 COMPANY, a California corporation
                                 
                                 
                                 By:  /s/ Gary M. Cypres
                                    -------------------------------
                                          Gary M. Cypres
                                          Chief Executive Officer
                                 
                                 
                                 CENTRAVEL, INC., a California
                                 corporation
                                 
                                 
                                 
                                 By:  /s/ Gary M. Cypres
                                    -------------------------------
                                          Gary M. Cypres
                                          Chief Executive Officer
                                 
                                 
                                 
                                 BCE PROPERTIES, INC., a California corporation
                                 
                                 
                                 
                                 
                                 By:  /s/ Gary M. Cypres
                                    -------------------------------
                                          Gary M. Cypres
                                          Chief Executive Officer
                                 
                                 
                                 C.E.A. ACQUISITION CORPORATION, a California
                                 corporation
                                 
                                 
                                 
                                 By:  /s/ Gary M. Cypres
                                    -------------------------------
                                          Gary M. Cypres
                                          Chief Executive Officer
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                                                    
                                    -20-
                                 
<PAGE>   21
                                 
                                 
                                 
                                 C.E.A. TRAVEL CORPORATION, a California
                                 corporation
                                 
                                 
                                 
                                 By:  /s/ Gary M. Cypres
                                    -------------------------------
                                          Gary M. Cypres
                                          Chief Executive Officer
                                 
                                 
                                 
                                 
ACCEPTED AND AGREED
AS OF THE DATE FIRST
ABOVE WRITTEN:

"Secured Party"

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Agent for the Lenders


By:/s/ Perry Moreth
   -------------------------------
Title:  Vice President
      ----------------------------



                                   
                                      -21-
<PAGE>   22


                                    EXHIBIT A
                                       TO
                               SECURITY AGREEMENT

                              INSTRUMENT OF JOINDER


              HIS INSTRUMENT OF JOINDER ("Joinder") is executed as of
_____________________________, 19___, by ______________________________________,
a ___________________________ ("Joining Party"), and delivered to Wells Fargo
Bank, National Association, as Agent, pursuant to the Security Agreement dated
as of June 13, 1997 made by Central Financial Acceptance Corporation, a Delaware
corporation, and each of the Persons listed on the signature pages thereto
(collectively, the "Grantors"), in favor of the Agent and the Lenders (the
"Security Agreement"). Terms used but not defined in this Joinder shall have the
meanings defined for those terms in the Security Agreement.

                                    RECITALS

                  (a)      The Security Agreement was made by the Grantors in
         favor of the Agent for the benefit of the Lenders that are parties o
         that certain Revolving Loan Agreement dated as of June 13, 1997, by and
         among Central Financial Acceptance Corporation, a Delaware corporation
         ("Borrower"), the Lenders that are parties thereto, and Wells Fargo
         Bank, National Association, as the Agent for the Lenders.

                  (b)      Joining Party is a Significant Subsidiary of
         Borrower, and as such is required pursuant to Section 5.15 of the
         Revolving Loan Agreement to become a Grantor under the terms and
         conditions of the Security Agreement.

                  (c)      Joining Party expects to realize direct and indirect
         benefits as a result of the availability to Borrower of the credit
         facilities under the Revolving Loan Agreement.

NOW THEREFORE, Joining Party agrees as follows:

                                    AGREEMENT

                  (1)      By this Joinder, Joining Party becomes a "Grantor"
under and pursuant to Section 22 of the Security Agreement. Joining Party agrees
that, upon its execution hereof, it will become a Grantor under the Security
Agreement with respect to all Obligations of




                                   
                                      -22-

<PAGE>   23


borrower heretofore or hereafter incurred under the Loan Documents, and will be
bound by all terms, conditions, and duties applicable to a Grantor under the
Security Agreement.

              (2)      The effective date of this Joinder is _________, 199___.

                                   "Joining Party"

                                   _____________________________________

                                   a ___________________________________



                                   By:__________________________________

                                   Title:_______________________________



ACKNOWLEDGED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Agent


By:____________________________

Title:_________________________









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