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                                                                    EXHIBIT 4(m)


ASSIGNATION IN SECURITY

AMONG:

(1)      CREDIT ACCEPTANCE CORPORATION, a company incorporated in Michigan, USA
         and having a place of business at 25505 W. Twelve Mile Road, Suite
         3000, Southfield, Michigan, 48034, USA(the "CHARGOR");

(2)      COMERICA BANK, a bank organised and existing under the laws of
         Michigan, as collateral agent and trustee for the benefit of the
         Lenders, the Noteholders and the Future Debt Holders (in such capacity,
         the "COLLATERAL AGENT");

(3)      CAC NEVADA, INC., a company incorporated in Nevada, USA and having a
         place of business at 25505W. Twelve Mile Road, Suite 3000, Southfield,
         Michigan, 48034, USA ("CAC NEVADA"); and

(4)      CAC SCOTLAND, a firm constituted under the law of Scotland (the
         "PARTNERSHIP").

WHEREAS:

(A)      The Chargor, Comerica Bank and the other financial institutions
         signatory thereto, each as "BANKS" thereunder (and, in the case of
         Comerica Bank, in its separate additional capacity as "ISSUING BANK"
         thereunder) (together with any Successor Lenders party thereto from
         time to time, collectively the "LENDERS"), entered into an Amended and
         Restated Credit Agreement dated as of June 11, 2001 by and among the
         Chargor, the financial institutions from time to time parties thereto
         and Comerica Bank, as Agent (said credit agreement, as amended,
         restated or otherwise modified from time to time, the "CREDIT
         AGREEMENT").

(B)      The Chargor entered into the separate note purchase agreements with the
         1994 Noteholders dated as of October 1, 1994 (collectively, as amended,
         restated or otherwise modified from time to time, the "1994 NOTE
         AGREEMENTS"), pursuant to which the Second Amended and Restated Senior
         Notes due November 1, 2001 (collectively, as amended, restated or
         otherwise modified from time to time, the "1994 SENIOR NOTES") are
         outstanding.

(C)      The Chargor entered into the separate note purchase agreements with the
         1996 Noteholders dated as of August 1, 1996 (collectively, as amended,
         restated or otherwise modified from time to time, the "1996 NOTE
         AGREEMENTS"), pursuant to which the Second Amended and Restated Senior
         Notes due July 1, 2001 (collectively, as amended, restated or otherwise
         modified from time to time, the "1996 SENIOR NOTES") are outstanding.

(D)      The Chargor entered into the separate note purchase agreements with the
         1997 Noteholders dated as of March 25, 1997 (collectively, as amended,
         restated or otherwise modified from time to time, the "1997 NOTE
         AGREEMENTS") pursuant to which the Second Amended and Restated Senior
         Notes due October 1, 2001 (collectively, as amended, restated or
         otherwise modified from time to time, the "1997 SENIOR NOTES") are
         outstanding.

(E)      Pursuant to Section 7.22 of the Credit Agreement and Section 6.23 of
         the 1994 Note Agreements, the 1996 Note Agreements and the 1997 Note
         Agreements (the "NOTE AGREEMENTS") the Lenders have required that the
         Chargor grant (or cause to be granted) certain liens and security
         interests to the Collateral Agent, as collateral agent and trustee for
         the benefit of the Lenders, the Noteholders, and the Future Debt
         Holders, all to secure the obligations of the Chargor under the Credit
         Documents, the obligations of the Chargor under the Noteholder
         Documents and the obligations of the Chargor under the Future Debt
         Documents.





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(F)      The Lenders and the Noteholders have consented to the transactions
         contemplated hereby and by the other Security Documents, and the
         Lenders and the Noteholders have agreed that the Chargor's obligations
         under the Credit Agreement, the Note Agreements and the Future Debt
         Documents shall be equally and ratably secured pursuant to this
         Assignation and the other Security Documents.

(G)      The Chargor has directly and indirectly benefited and will directly and
         indirectly benefit from the transactions evidenced by and contemplated
         in the Credit Agreement, the Note Agreements and the Future Debt
         Documents and has consented to the execution and delivery of the
         Intercreditor Agreement among the Collateral Agent, the Lenders
         (including Comerica Bank), the Noteholders and the Future Debt Holders,
         dated as of 15 December 1998 as amended by First Amendment dated as of
         March 30, 2001 (as further amended from time to time according to the
         terms thereof, the "INTERCREDITOR AGREEMENT").

(H)      The Lenders, the Noteholders and the Collateral Agent have entered into
         the Intercreditor Agreement to define the rights, duties, authority and
         responsibilities of the Collateral Agent, acting on behalf of such
         parties regarding the Charged Property (as defined below), and the
         relationship among the parties regarding their equal and ratable
         interests in the Charged Property.

(I)      This Assignation is made in accordance with the Partnership Agreement
         and in particular, but without limitation, Clause 6.2 thereof.

NOW IT IS HEREBY AGREED as follows:

1        DEFINED TERMS; INTERPRETATION

         1.1      In this Assignation, unless the context otherwise requires,
                  the following expressions shall have the following meanings:

                  "ASSIGNATION" means this Assignation in Security, as amended,
                  modified or supplemented from time to time;

                  "CAC A CAPITAL SHARE" has the meaning given to it in the
                  Partnership Agreement;

                  "CAC B CAPITAL SHARE" has the meaning given to it in the
                  Partnership Agreement;

                  "CAC A REVENUE SHARE" has the meaning given to it in the
                  Partnership Agreement;

                  "CAC B REVENUE SHARE" has the meaning given to it in the
                  Partnership Agreement;

                  "CHARGED PROPERTY" means all the right, title and interest
                  (including, but without limitation, the Rights) of the Chargor
                  in and to the CAC A Capital Share and the CAC A Revenue Share
                  present and future, arising under or deriving from the
                  Partnership Agreement or held or received by the Chargor as
                  Partner thereunder, assigned or to be assigned in security by
                  or pursuant to this Assignation;

                  "LIEN" means any mortgage, standard security, charge, pledge,
                  hypothecation, assignment or assignation by way of security,
                  deposit agreement, encumbrance, lien (statutory or otherwise),
                  title retention, finance lease, factoring or discounting of
                  debts



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                  or other security interest on or over present or future assets
                  of a person concerned securing any obligation of any person or
                  any other type of preferential or trust arrangement having a
                  similar effect, including any such security interest which
                  arises or is imposed by operation of law;

                  "NON-CHARGED PARTNERSHIP INTEREST" means all right, title and
                  interest (including without limitation, the Rights) of the
                  Chargor in and to the CAC B Capital Share and the CAC B
                  Revenue Share present or future, arising under or deriving
                  from the Partnership Agreement or held or received by the
                  Chargor as Partner thereunder, which shall not be charged or
                  assigned in security by or pursuant to this Assignation;

                  "PARTNER" has the meaning given to it in the Partnership
                  Agreement;

                  "PARTNERSHIP AGREEMENT" means the partnership agreement dated
                  23 March 2001 between the Chargor and CAC Nevada as amended by
                  supplemental agreement dated 6 September 2001 as the same may
                  be further supplemented or amended from time to time;

                  "PARTNERSHIP INTEREST" means all right, title and interest of
                  the Chargor in and to the Partnership;

                  "RIGHTS" in relation to the Partnership Agreement means all
                  rights, powers and entitlements, present and future thereunder
                  including (but not restricted to):

                  (i)      the right to receive allocations of revenue profits
                           and capital profits in the Partnership pursuant to
                           Clause 7 thereof; and

                  (ii)     the rights to distributions of all cash or other
                           property from the Partnership to which the Chargor is
                           entitled.

         1.2      In this Assignation:

                  (i)      references to the "CHARGOR", the "COLLATERAL AGENT"
                           and any other person referred to in this Assignation
                           shall be construed so as to include their respective
                           successors and permitted transferees and assignees in
                           accordance with their respective interests;

                  (ii)     capitalised terms used but not defined in this
                           Assignation (including the recitals hereto) have the
                           same meanings as in the Intercreditor Agreement; and

                  (iii)    this Assignation is a Security Document and a
                           Financing Agreement and shall be interpreted and
                           construed in accordance with the terms and provisions
                           of the Intercreditor Agreement.

2.       OBLIGATION TO PAY

         The Chargor hereby undertakes to the Collateral Agent that it will pay
         the Benefited Obligations as and when the same fall due for payment in
         accordance with the applicable Financing Agreements (as defined in the
         Intercreditor Agreement).

3.       ASSIGNATION IN SECURITY

         3.1      As a continuing security for the payment and discharge of all
                  Benefited Obligations,




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                                       4


                  the Chargor hereby charges and assigns by way of security to
                  the Collateral Agent, (to the intent that the security hereby
                  created shall be a continuing security in favour of the
                  Collateral Agent in its capacity as such) all of the Charged
                  Property, but excluding therefrom all rights, title and
                  interest of the Chargor in and to the Non-Charged Partnership
                  Interest.

         3.2      Without prejudice to the foregoing, the parties hereto agree
                  and will ensure that the Charged Property assigned pursuant to
                  this Assignation will at all times constitute at least but not
                  greater than 65% of the Rights determined in accordance with
                  Section 956 of the Internal Revenue Code of the United States
                  of America as amended from time to time.

         3.3      The Chargor binds and obliges itself to take all steps as are
                  within its power and as the Collateral Agent may reasonably
                  request to perfect under any appropriate law the security
                  hereby granted or any security interest constituted pursuant
                  to this Assignation in respect of all or any of the Charged
                  Property.

         3.4      The Chargor intimates to CAC Nevada and the Partnership the
                  assignation in security made in terms of Clause 3.1 hereof and
                  CAC Nevada and the Partnership by their respective execution
                  of this Assignation immediately subsequent to the execution
                  hereof by the Chargor acknowledge such intimation and confirm
                  that they have received no notice that the Chargor has
                  otherwise assigned, charged, pledged or encumbered any of its
                  rights and benefits under the Partnership Agreement. CAC
                  Nevada further confirms that it has given its prior consent to
                  the said assignation in security in accordance with Clause
                  6.2.1 of the Partnership Agreement.

         3.5      The Collateral Agent shall hold the benefit of the
                  undertakings, charges and securities given by the Chargor
                  pursuant to this Assignation upon trust for the Lenders, the
                  Noteholders and the Future Debt Holders and the Collateral
                  Agent, provided that the sole obligations of the Collateral
                  Agent and of any Agent-Related Persons to the Lenders, the
                  Noteholders and the Future Debt Holders shall be those set out
                  in the Intercreditor Agreement (including, without limitation,
                  Section 8 thereof) and neither the Collateral Agent nor any
                  Agent-Related Persons shall be deemed to be a fiduciary
                  hereunder or a partner in the Partnership. The Partnership
                  hereby undertakes to pay to the Collateral Agent or to its
                  order:-

                  (a)      all distributions of revenue profits and capital
                           profits in the Partnership, and

                  (b)      all distributions of cash and other property from the
                           Partnership

                  to the extent that the Partners resolve to distribute the same
                  in terms of the Partnership Agreement and to the extent the
                  same constitute Charged Property.

4.       DELIVERY

         The Chargor agrees to deliver to the Collateral Agent, forthwith upon
         execution of this Assignation and the Collateral Agent shall be
         entitled during the continuance of this Assignation to hold any
         documents of title relating to the Charged Property and undertakes to
         the Collateral Agent to deliver to it all other documents of title
         relating to the Charged Property which may at any time come into the
         possession or control of the Chargor; and prior to the delivery thereof
         to the Collateral Agent, the Chargor will hold all such documents of
         title on trust for the Collateral Agent.



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                                       5


5.       REPRESENTATIONS AND WARRANTIES

         The Chargor represents and warrants to the Collateral Agent on the date
         of this Assignation and shall be deemed to have represented and
         warranted on each date when any of the Benefited Obligations is
         outstanding, in each case in the terms set out below:

         5.1      the Chargor is the sole legal and beneficial owner of the
                  Charged Property, free and clear of all Liens, other than the
                  security created hereunder;

         5.2      the assignation in security constituted by this Assignation
                  creates a valid first ranking charge over and assignation of
                  the Charged Property in favour of the Collateral Agent;

         5.3      except pursuant to this Assignation, the Chargor has not
                  disposed of, or granted any rights over, any of the Charged
                  Property or any interest therein or released or agreed to
                  release any of its rights in or to any of the Charged
                  Property;

         5.4      except pursuant to this Assignation or as set forth in the
                  Partnership Agreement none of the Charged Property is the
                  subject of any valid claim, assertion, infringement, right,
                  action or other restriction or arrangement of whatever nature
                  which does or may impinge upon the validity, enforceability or
                  ownership of the Charged Property by the Chargor or its
                  utilisation by the Chargor; and

         5.5      the Chargor is not unable to pay its debts as they fall due
                  and is not otherwise insolvent.

6.       NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS

         During the continuance of the security constituted by this Assignation,
         and without prejudice to the provisions of the Intercreditor Agreement
         and the other Financing Agreements, the Chargor will not (without the
         prior consent in writing of the Collateral Agent):

         6.1      create or agree or attempt to create or permit to subsist (in
                  favour of any person other than the Collateral Agent) any Lien
                  over the whole or any part of the Charged Property or of the
                  Partnership Interest or agree (whether on a contingent basis
                  or otherwise) to do so; or

         6.2      (whether by a single transaction or a number of related or
                  unrelated transactions and whether at the same time or over a
                  period of time) sell, transfer, assign, lease out, lend or
                  otherwise dispose of or cease to exercise direct control over
                  all or any part of the Charged Property or of the Non-Charged
                  Partnership Interest or any interest therein or the right to
                  receive or to be paid the proceeds arising on the disposal of
                  the same, or agree or attempt to do so; or

         6.3      permit the Partnership to admit an additional Partner or
                  additional Partners (provided that the consent of the
                  Collateral Agent shall not be unreasonably withheld or delayed
                  where the admission of an additional Partner or Partners would
                  not result in a breach of Clause 3.2 (save that the terms of
                  this Clause 6 shall not apply in cases where, subject to
                  Clause 3.2, (a) such additional Partner charges its interest
                  in the Partnership to the Collateral Agent subject to and in
                  terms substantially similar to this Assignation; (b) CAC
                  Nevada transfers all or part of its interest in the
                  Partnership to an additional Partner; or (c) the Chargor
                  transfers all or part of the Non-Charged Partnership Interest
                  to an additional Partner)); or





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         6.4      permit the Partnership to take any steps to dissolve or
                  terminate the Partnership; or

         6.5      make any material changes to the Partnership Agreement which
                  are in any material respect adverse to the Majority Benefited
                  Parties.

7        OTHER UNDERTAKINGS

         7.1      The Chargor will furnish the Collateral Agent with copies of
                  all notices served under the Partnership Agreement and such
                  information concerning the Charged Property and the
                  Non-Charged Partnership Interest as the Collateral Agent may
                  from time to time reasonably request, and will permit the
                  Collateral Agent from time to time during business hours and
                  on reasonable notice (or at any time without notice during the
                  existence of an Event of Default), to inspect, audit and make
                  copies of and extracts from all records and all other papers
                  in the possession of the Chargor which pertain to the Charged
                  Property and/or the Non-Charged Partnership Interest.

         7.2      The Chargor will not do or cause or permit to be done anything
                  (including, without limitation, by way of any exercise of its
                  rights under Clause 8) which may in any way depreciate,
                  jeopardise or otherwise prejudice the value to the Collateral
                  Agent of the Charged Property or the security constituted by
                  this Assignation; and further provided that this undertaking
                  will only relate to matters affecting the Charged Property and
                  no breach of this undertaking shall arise as a result of any
                  general deterioration in the financial condition of the
                  Partnership arising as a consequence of any action or omission
                  of the Chargor or the Partnership in relation to the business
                  or assets of the Partnership.

         7.3      The Chargor hereby declares and agrees that:

                  (i)      this Assignation shall be held by the Collateral
                           Agent as a continuing security and shall not be
                           satisfied by any intermediate payment or satisfaction
                           of any part of the Benefited Obligations and shall
                           remain in full force and effect until all Benefited
                           Obligations have been unconditionally and irrevocably
                           paid and discharged in full to the satisfaction of
                           the Collateral Agent;

                  (ii)     the Collateral Agent shall not be bound to enforce
                           any guarantee or security or proceed to take any
                           other steps against any other person before enforcing
                           this Assignation; and

                  (iii)    this Assignation shall be in addition to, and not in
                           substitution for, any other rights which the
                           Collateral Agent or any Lender, Noteholder or Future
                           Debt Holder may now or hereafter have under or by
                           virtue of any guarantee or security or agreement or
                           any Lien or by operation of law or under any
                           collateral or other security now or hereafter held by
                           the Collateral Agent or any Lender, Noteholder or
                           Future Debt Holder or to which the Collateral Agent
                           or any Lender, Noteholder or Future Debt Holder may
                           be entitled.

         7.4      Any settlement or discharge under this Assignation between the
                  Collateral Agent and the Chargor shall be conditional upon no
                  security or payment to the Collateral Agent or any Lender,
                  Noteholder or Future Debt Holder by the Chargor or any other
                  person being avoided or set-aside or ordered to be refunded or
                  reduced by virtue of any provision or enactment relating to
                  bankruptcy, sequestration, insolvency, administration or
                  liquidation for the time being in force, and if such condition
                  is not satisfied (but without limiting the other rights of the
                  Collateral Agent or any Lender,





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                                       7



                  Noteholder or Future Debt Holder hereunder or under applicable
                  law) such settlement or discharge shall be of no effect and
                  the security created by this Assignation shall remain and/or
                  shall be reinstated in full force and effect as if such
                  settlement or discharge had not occurred and the Collateral
                  Agent shall, on behalf of the Lenders, the Noteholders and the
                  Future Debt Holders, be entitled to recover from the Chargor
                  on demand the value of the security or payment so avoided,
                  set-aside, refunded or reduced.



8        UPON ENFORCEMENT

         8.1      At any time on or following the occurrence of an Event of
                  Default so long as such Event of Default is continuing, the
                  Collateral Agent may in its absolute discretion enforce all or
                  any part of this Assignation in any manner it sees fit and
                  shall be entitled without any notice to the Chargor to
                  exercise all rights and powers in relation to the Charged
                  Property which could have been exercised by the Chargor prior
                  to the security hereby granted becoming enforceable.

         8.2      The Collateral Agent shall not in any circumstances, either by
                  reason of any dealing with the Charged Property or any part
                  thereof or for any other reason whatsoever be liable to
                  account to the Chargor for anything except in respect of the
                  Collateral Agent's own actual receipts or be liable to the
                  Chargor for any loss or damage arising from any reduction by
                  the Collateral Agent of the Charged Property or any part
                  thereof or from any exercise or non-exercise by the Collateral
                  Agent of any power, authority or discretion conferred upon it
                  in relation to the Charged Property or any part thereof by or
                  pursuant to this Assignation or otherwise by any applicable
                  law other than, in each case, as a result of wilful default or
                  negligence;

         8.3      For the purpose of or pending the discharge of any of the
                  Benefited Obligations, the Collateral Agent may, subject to
                  the terms and conditions of the Intercreditor Agreement,
                  convert any moneys received, recovered or realised in any
                  currency under this Assignation (including the proceeds
                  thereof ) from their existing currency of denomination into
                  any other currency at such rate or rates of exchange and at
                  such time as the Collateral Agent thinks fit and shall effect
                  such conversion in such a manner as to minimise the number of
                  currencies to be converted to the extent reasonably
                  practicable.

9        FURTHER ASSURANCES; POWER OF ATTORNEY

         9.1      The Chargor hereby undertakes with the Collateral Agent to
                  take such further acts, enter into such other instruments or
                  documents and otherwise perform such action as may be
                  necessary or as the Collateral Agent may otherwise reasonably
                  request to more fully give effect to the security granted
                  hereunder and, upon the occurrence of an Event of Default, for
                  so long as the same continues, to facilitate the realisation
                  of the Charged Property and any other provision of this
                  Assignation. This shall include (without limitation) (i) the
                  execution of any further fixed securities, transfers,
                  conveyances, assignations, assurances or deeds supplemental
                  hereto (whether in favour of the Collateral Agent or
                  otherwise) of or in respect of the Charged Property and any
                  future rights granted to or obtained by the Chargor (or
                  following the admission of an additional Partner or additional
                  Partners pursuant to Clause 6.3 hereof) in respect of the
                  Partnership and (ii) the giving of any notice, order or
                  direction and the making of any registration, which the
                  Collateral Agent may think expedient.



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         9.2      The Chargor hereby irrevocably and by way of security appoints
                  the Collateral Agent and its delegates to be its attorney
                  (with full power of substitution and delegation) in its name
                  and on its behalf and as its act and deed to execute, seal and
                  deliver and otherwise perfect and complete and do any deed,
                  agreement, instrument, resolution, or other act or thing which
                  the Chargor ought to execute and do under the terms of this
                  Assignation or which may otherwise be required or deemed
                  proper by the Collateral Agent for the purposes of this
                  Assignation and the Chargor hereby undertakes to ratify and
                  confirm all acts and things done by such attorney. The power
                  of attorney hereby granted is as regards the Collateral Agent
                  and its delegates (and as the Chargor hereby acknowledges)
                  granted irrevocably and for value as part of the security
                  constituted by this Assignation to secure proprietary
                  interests in and the performance of obligations owed to the
                  respective donees, and shall be exercisable upon the
                  occurrence and during the continuance of any Event of Default.

10.      PROTECTION OF THIRD PARTIES

         No purchaser from, or other person dealing with, the Collateral Agent
         will be obliged or concerned to enquire whether the right of the
         Collateral Agent to exercise any of the powers conferred by this
         Assignation has arisen or become exercisable or whether any of the
         Benefited Obligations remains outstanding and the receipt of the
         Collateral Agent shall be an absolute and complete discharge to any
         such purchaser and will relieve such purchaser of any obligation to see
         to the application of any monies paid to or by the direction of the
         Collateral Agent.

11       THE COLLATERAL AGENT'S REMEDIES

         11.1     The rights, powers and remedies provided in this Assignation
                  are cumulative and are not, nor are they to be construed as,
                  exclusive of any rights, powers or remedies provided by law or
                  otherwise.

         11.2     No failure on the part of the Collateral Agent or any
                  Agent-Related Persons to exercise, or delay on its part in
                  exercising, any of its rights, powers and remedies provided by
                  this Assignation or by law (collectively the "AGENT'S RIGHTS")
                  shall operate as a waiver thereof, nor shall any single or
                  partial exercise of any of the Agent's Rights preclude any
                  further or other exercise of that one of the Agent's Rights
                  concerned or the exercise of any other of the Agent's Rights.

         11.3     The Chargor hereby agrees to indemnify the Collateral Agent
                  and any Agent-Related Persons against all losses, actions,
                  claims, costs, charges, expenses and liabilities incurred by
                  the Collateral Agent and any Agent-Related Persons (including
                  any substitute, delegate or attorney) in relation to this
                  Assignation or the Benefited Obligations (including, without
                  limitation, the costs, charges and expenses incurred in the
                  carrying into effect of this Assignation or in the exercise of
                  any of the rights, remedies and powers conferred on the
                  Collateral Agent hereby or in the perfection or enforcement of
                  the security constituted hereby or pursuant hereto) or
                  occasioned by any breach by the Chargor of any of its
                  covenants, undertakings or obligations to the Collateral Agent
                  and any Agent-Related Persons under this Assignation. The
                  Chargor shall so indemnify the Collateral Agent on demand.

         11.4     The Collateral Agent shall not be obliged, before exercising
                  any of the rights, powers or remedies conferred upon it by or
                  pursuant to this Assignation or by law to:

                  (i)      take any action or obtain judgment or decree in any
                           court against the Chargor; or



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                                       9



                  (ii)     make or file any claim to rank in a winding up,
                           liquidation or sequestration (as appropriate) of the
                           Chargor.

12       THE COLLATERAL AGENT'S DISCRETION

         12.1     Subject to the terms and conditions of the Intercreditor
                  Agreement, any liberty or power which may be exercised or any
                  determination which may be made hereunder by the Collateral
                  Agent may be exercised or made in the reasonable discretion of
                  the Collateral Agent.

         12.2     A certificate by an officer of the Collateral Agent (i) as to
                  the amount for the time being due to the Collateral Agent or
                  any Lender, Noteholder or Future Debt Holder under any
                  Financing Agreement and (ii) as to any sums payable to the
                  Collateral Agent or any Lender, Noteholder or Future Debt
                  Holder hereunder, shall (save in the case of manifest error)
                  be conclusive and binding upon the Chargor for all purposes.

13.      AMENDMENTS

         No amendment or waiver of any provision of this Assignation and no
         consent to any departure by the Chargor therefrom shall in any event be
         effective unless the same shall be in writing and signed or approved in
         writing by the Collateral Agent in accordance with the provisions of
         the Intercreditor Agreement and then such waiver or consent shall be
         effective only in the specific instance and for the specific purpose
         for which given. In the event of any conflict between this Assignation
         and the Intercreditor Agreement or any of the other Financing
         Agreements, the provisions of the Intercreditor Agreement or the
         relevant Financing Agreement shall prevail.

14.      NOTICES

         14.1     All notices and other communications provided to any party
                  hereto in connection with this Assignation shall be in writing
                  and the provisions of Section 11(a) of the Intercreditor
                  Agreement are hereby incorporated into this Assignation with
                  all necessary consequential changes.

         14.2     Any notice to the Partnership may be left at or sent to 3
                  Genfinlas Street, Edinburgh, EH3 6AQ, Scotland.

15       RIGHTS AND REMEDIES CUMULATIVE; WAIVERS

         15.1     The rights and remedies of the Collateral Agent provided in
                  this Assignation are cumulative and not exclusive of any
                  rights or remedies provided by law;

         15.2     A waiver given or consent granted by the Collateral Agent
                  under this Assignation will be effective only if given in
                  writing and then only in the instance and for the purpose for
                  which it is given.

16.      INVALIDITY OF ANY PROVISION

         If any provision of this Assignation is or becomes invalid, illegal or
         unenforceable in any respect under any law, the validity, legality and
         enforceability of the remaining provisions will not be affected or
         impaired in any way.





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                                       10


17.      ASSIGNATION

         The Collateral Agent may at any time assign or otherwise transfer all
         or any part of its rights under this Assignation in accordance with and
         subject to the terms of the Intercreditor Agreement. The Chargor may
         not at any time assign or otherwise transfer any of its rights or
         obligations under this Assignation.

18.      NOTICE OF SUBSEQUENT CHARGE

         If the Collateral Agent receives notice of any subsequent Lien
         affecting any part of the Charged Property, it may open a new account
         for the Chargor in its books and if it does not do so then it will, as
         from the time of receipt of such notice, automatically be treated as if
         all payments made to it by the Chargor have been credited to a new
         account of the Chargor and not as having been applied in reduction of
         the Benefited Obligations.

19.      OBLIGATIONS UNDER PARTNERSHIP AGREEMENT

         19.1     No obligation shall be assumed by the Collateral Agent under
                  the Partnership Agreement by virtue of the execution and
                  delivery of this Assignation and no liability (whether
                  contractual, delictual or otherwise) shall fall upon or accrue
                  to the Collateral Agent in consequence of any failure by the
                  Chargor to perform its obligations under or otherwise in terms
                  of the Partnership Agreement.

         19.2     Nothing in this Assignation shall have the effect of making
                  the Collateral Agent a Partner

20.      NO WAIVER

         The obligations of the Chargor contained in this Assignation will not
         be affected by any act, omission or circumstance which (save for this
         provision) may operate so as to release or otherwise exonerate the
         Chargor from its obligations hereunder or otherwise affect any such
         obligation, including:

         (i)      any time, indulgence or waiver granted to or composition made
                  with any obligor in respect of the Benefited Obligations or
                  any other person;

         (ii)     the taking, variation, compromise, renewal or release of or
                  failure to enforce any rights, remedies or securities against
                  or granted by any obligor in respect of the Benefited
                  Obligations or any other person;

         (iii)    any legal limitation, disability, incapacity or other
                  circumstance relating to any obligor in respect of the
                  Benefited Obligations or any other person or any variation of
                  the terms of this Assignation or any other document (including
                  the other Financing Agreements); or

         (iv)     any other act, omission or circumstance which might otherwise
                  adversely affect any of the obligations of the Chargor
                  hereunder.

         No failure or delay by the Collateral Agent or any Agent-Related
         Persons in exercising any right, power or privilege under this
         Assignation shall operate as a waiver thereof nor shall any single or
         partial exercise of any right, power or privilege preclude any other or
         further exercise thereof or the exercise of any other right, power or
         privilege.






<PAGE>

                                       11

21       GOVERNING LAW AND SUBMISSION TO JURISDICTION

         21.1     LAW: This Assignation and all matters and disputes relating
                  hereto shall be governed and construed in accordance with
                  Scots law.

         21.2     JURISDICTION: The Chargor irrevocably agrees for the benefit
                  of the Collateral Agent that the courts of Scotland shall have
                  non-exclusive jurisdiction to hear and determine any suit,
                  action or proceeding, and to settle any disputes, which may
                  arise out of or in connection with this Assignation and, for
                  such purposes, irrevocably submits to the non-exclusive
                  jurisdiction of such courts. The submission to the courts of
                  Scotland referred to in the preceding sentence of this Clause
                  21.2 shall not limit the right of the Chargor to take
                  proceedings in connection with any agreement relating to the
                  Benefited Obligations to which it is a party and which is not
                  governed by Scots law in any other court of competent
                  jurisdiction.

         21.3     FORUM: The Chargor irrevocably waives any objection which it
                  might now or hereafter have to the courts referred to in
                  Clause 21.2 being nominated as the forum to hear and determine
                  any suit, action or proceeding, and to settle any disputes,
                  which may arise out of or in connection with this Assignation
                  and agrees not to claim that any such court is not a
                  convenient or appropriate forum.

         21.4     NON-EXCLUSIVE: The submission to the jurisdiction of the
                  courts referred to in Clause 21.2 shall not (and shall not be
                  construed so as to) limit the right of the Collateral Agent to
                  take proceedings against the Chargor in any other court of
                  competent jurisdiction nor shall the taking of proceedings in
                  any one or more jurisdictions preclude the taking of
                  proceedings in any other jurisdiction, whether concurrently or
                  not.

         21.5     PROCESS AGENT: The Chargor agrees that the process by which
                  any suit, action or proceeding is begun may be served on it by
                  being delivered in connection with any suit, action or
                  proceeding in Scotland, to it at c/o Credit Acceptance
                  Corporation UK Limited, Burfree House, Teville Road, Worthing,
                  West Sussex BN11 1UG, England, or, if different, the principal
                  place of business of Credit Acceptance Corporation UK Limited
                  in England for the time being.

         21.6     WAIVER OF IMMUNITY: To the extent that the Chargor may be
                  entitled in any jurisdiction to claim for itself or its
                  assets, immunity from suit, execution, attachment or other
                  legal process whatsoever, it hereby irrevocably agrees not to
                  claim and hereby irrevocably waives such immunity to the
                  fullest extent permitted by the laws of such jurisdiction.


<PAGE>

                                       12

IN WITNESS whereof these presents typewritten on this and the preceding ten
pages are executed for and on behalf of the parties as follows:.

THE CHARGOR

SIGNED
for and on behalf of the said
CREDIT ACCEPTANCE
CORPORATION

at Southfield, MI...........................

on September 10, 2001.......................

by  /s/ Douglas W. Busk.....................

and /s/ Charles A. Pearce...................


THE COLLATERAL AGENT

SIGNED
for and on behalf of
COMERICA BANK, as Collateral
Agent for and on behalf of
the Lenders, the Noteholders and
the Future Debt Holders

at Detroit, MI..............................

on September 7, 2001........................

by  /s/ Caryn Dorfman.......................

and /s/ Michael P. Stapleton................


CAC NEVADA

SIGNED for and on behalf of
CAC NEVADA, INC

at Southfield, MI...........................

on September 10, 2001.......................

by  /s/ Douglas W. Busk.....................

and /s/ Charles A. Pearce...................


CAC SCOTLAND

SIGNED for and on behalf of
CAC SCOTLAND

at Southfield, MI...........................

on September 10, 2001.......................

by /s/ Douglas W. Busk......................
an officer of Credit Acceptance Corporation
one of the partners thereof

in the presence of this witness:

/s/ Charles A. Pearce.......................
(witness name) Charles A. Pearce, Secretary

25505 West Twelve Mile Road.................
Southfield, MI  48034.......................
(witness address)






<PAGE>











                             ASSIGNATION IN SECURITY
                                      AMONG


                         CREDIT ACCEPTANCE CORPORATION,

                                 COMERICA BANK,

                                 CAC NEVADA, INC
                                       AND

                                  CAC SCOTLAND




                                      2001
                                GMB.FMJ.C1554.001
                                   FAS NO 7646



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