Exhibit 10.4
                                                                    ------------

                              CONSULTING AGREEMENT


         This  CONSULTING  AGREEMENT  (this  "Agreement")  is entered into as of
March 2, 2001 by and between Union Acceptance  Corporation  ("UAC") and Jerry D.
Von Deylen ("Consultant").

                  WHEREAS,   Consultant  has   heretofore   served  as
         Chairman of UAC and is  continuing  to serve as a director of
         UAC; and

                  WHEREAS,  UAC desires to continue to avail itself of
         Consultant's  expertise  in the consumer  automobile  finance
         industry,  financial  services,  corporate  financial matters
         and, in particular,  his familiarity  with the management and
         affairs of UAC; and

                  WHEREAS,   Consultant  is  willing  to  continue  to
         provide  consulting and advisory services to UAC on the terms
         set forth herein.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
set forth herein,  and other good and valuable  consideration the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

         1.       Consulting Services.  UAC hereby engages Consultant to provide
                  consulting and advisory services to UAC, and Consultant hereby
                  accepts and agrees to such consulting  arrangement.  From time
                  to time, as reasonably  requested by UAC's Board of Directors,
                  its Chairman or its  President  and Chief  Executive  Officer,
                  Consultant shall advise UAC regarding various matters relating
                  to the  general  management  and  affairs  of UAC,  including,
                  without limitation,  financial management issues,  capital and
                  strategic  planning,  executive  compensation,   and  consumer
                  automobile  receivable  acquisition,   funding  and  servicing
                  issues.  Consultant  agrees  to  provide  such  services  on a
                  non-employee   consulting   basis  during  the  term  of  this
                  Agreement;  provided that he shall not be required to dedicate
                  more  than  40  hours  per  month  toward  such  services.  In
                  addition, Consultant shall serve as a director of UAC and such
                  subsidiaries of UAC as UAC may request from time to time.

         2.       Compensation. Consultant shall be entitled to compensation for
                  his  services  hereunder  in the amount of  $10,000  per month
                  payable monthly in arrears,  subject to deferral in accordance
                  with paragraph 6(B) below,  commencing with March,  2001. Such
                  compensation shall be payable regardless of the amount of time
                  or nature of services  which  Consultant is required to devote
                  to UAC hereunder during any period. While this Agreement is in
                  effect,   Consultant   shall  not  be   entitled  to  separate
                  compensation  for  his  services  as  director  of  UAC or its
                  subsidiaries.

         3.       Term and Termination.  This Agreement  becomes effective March
                  2, 2001 and shall remain in effect until the first anniversary
                  thereof;  provided that this Agreement shall be  automatically
                  renewed for  successive  annual  periods  unless  either party
                  provides  written  notice of termination to the other at least
                  60 days in advance  of any  anniversary,  in which  event this
                  Agreement  shall  terminate  on  such  immediately  succeeding
                  anniversary.  In the  event  of the  death  or  disability  of
                  Consultant  during the term of this Agreement,  this Agreement
                  shall automatically terminate. Further, UAC may terminate this
                  Agreement  by  written  notice to  Consultant  upon a material
                  breach by Consultant of his obligations hereunder.

         4.       Reimbursement  of Expenses.  UAC shall pay for or reimburse to
                  Consultant,  any usual and  customary  out-of-pocket  expenses
                  incurred  by  Consultant  in  connection  with  providing  the
                  consultation services pursuant hereto.

         5.       Independent Contractor. Consultant shall be in all respects an
                  independent  contractor of, and not an employee of, UAC or its
                  subsidiaries.  Consultant  shall have no  authority to bind or
                  commit UAC or its  subsidiaries  with  respect to any  matter.
                  Consultant  shall  carry out his  responsibilities  under this
                  Agreement in his  discretion as he  determines  best and shall
                  not be subject to control or direction by UAC.

         6.       Acknowledgments.

                  (A)      UAC and Consultant acknowledge that his employment by
                           UAC  terminated  effective  as of the  date  of  this
                           Agreement.  Accordingly,  Consultant's entitlement to
                           compensation  and  benefits  as an  employee  of  UAC
                           terminated   on  such   date.   Consultant   and  UAC
                           acknowledge  that  Consultant's  compensation for his
                           services as Chairman was determined after each fiscal
                           year  of UAC  based  on  1.5%  of  UAC's  net  income
                           (including  accrual for all executive  bonuses) after
                           tax for such fiscal year (the "Annual Bonus Amount").
                           Consultant and UAC agree that such compensation shall
                           be paid by UAC for  fiscal  year  2001  but  shall be
                           prorated   based  on   Consultant's   service  as  an
                           executive    officer   during   fiscal   year   2001.
                           Specifically,  Consultant  shall  be paid  two-thirds
                           (2/3) of the Annual  Bonus  Amount  for  fiscal  year
                           2001.  Such  amount  shall be  payable on the date of
                           payment of regular  bonuses to senior officers of UAC
                           for fiscal year 2001 (the "Regular Bonus Date").

                  (B)      No cash payments due  Consultant  hereunder  shall be
                           payable  until the  earlier  of the  occurrence  of a
                           significant equity infusion transaction by UAC or the
                           Regular Bonus Date.

                  (C)      In  consideration of the agreements of UAC herein and
                           other  good  and  valuable  consideration   received,
                           Consultant   hereby   fully   releases   and  forever
                           discharges  UAC, its  subsidiaries  and each of their
                           directors,  shareholders,  employees and agents,  and
                           Richard D. Waterfield,  individually,  from any claim
                           or cause of action of any nature whatsoever,  whether
                           known  or  unknown,   matured  or  unmatured,   which
                           Consultant may have against UAC, its  subsidiaries or
                           any of the foregoing  persons  relating to or arising
                           out of his  employment  with  UAC or the  termination
                           thereof.

         7.       Parties in Interest.  This  Agreement  may not be  transferred
                  assigned,  pledge or hypothecated  by any party hereto,  other
                  than by  operation  of law;  nor may  Consultant  delegate any
                  duties  hereunder.  This  Agreement  shall be binding upon and
                  shall  inure to the  benefit of the  parties  hereto and their
                  respective heirs,  executors,  administrators,  successors and
                  permitted assigns.

         8.       Severability. In case any provision of this Agreement shall be
                  held invalid, illegal or unenforceable, the validity, legality
                  or enforceability of the remaining  provisions hereof will not
                  in any way be affected or impaired thereby.  The parties agree
                  to replace such invalid,  illegal or  unenforceable  provision
                  with a valid  one  which  comes as close  as  possible  to the
                  intended purpose of the original provision.

         9.       Governing   Law.  This   Agreement   shall  be  construed  and
                  interpreted  pursuant to, and in accordance  with, the laws of
                  the  State  of  Indiana  without  regard  to  conflict  of law
                  principles.

         10.      Entire Agreement; Superseding Prior Agreements. This Agreement
                  sets forth the entire understanding of the parties with regard
                  to the subject  matter of this  Agreement,  and supersedes all
                  prior  or  contemporaneous  oral  and  written  statements  or
                  communications relating thereto.


<PAGE>

         EXECUTED and EFFECTIVE as of the date first written above.


                                               UNION ACCEPTANCE CORPORATION



                                               By: /s/ John M. Stainbrook
                                                   -----------------------------
                                                     Name:  John M. Stainbrook
                                                     Title: President


                                               /s/ Jerry D. Von Deylen
                                               ---------------------------------
                                               Jerry D. Von Deylen