<PAGE>



                                                                  CONFORMED COPY

                         AUTOMOBILE LOAN SALE AGREEMENT

               THIS AUTOMOBILE LOAN SALE AGREEMENT (this  "Agreement") is by and
between Credit Suisse First Boston Mortgage  Capital L.L.C.,  a Delaware limited
liability company ("CSFB" or "Seller"),  and AutoBond Acceptance Corporation,  a
Texas corporation ("Buyer"), and dated as of the 19th day of March, 1997.

                                   WITNESSETH:

               WHEREAS, this Agreement governs the sale, transfer and assignment
by Seller to Buyer of automobile retail installment  finance contracts and other
incidents thereof in accordance with the terms of this Agreement; and

               WHEREAS, each Receivable  (hereinafter defined) sold hereunder by
Seller to Buyer was  purchased  by Seller  from  Jefferson  Capital  Corp.  (the
"Originator") and will be subject to the warranties, representations,  covenants
and agreements made by Originator in the Purchase and Sale Agreement dated as of
May 1, 1996 (the "Purchase and Sale Agreement"),  by and between the Originator,
as seller and CS First Boston  Mortgage  Capital Corp. (as predecessor to CSFB),
as purchaser and the Servicing Agreement dated as of May 1, 1996 (the "Servicing
Agreement"), by and among the Originator, as seller, CSFB, as purchaser and Omni
Financial Services of America Inc. ("Omni"), as servicer.

               WHEREAS, Seller desires to sell, transfer and assign to Buyer the
Receivables, together with the security agreement, title certificate and any and
all other security documents, agreements or other instruments relating thereto.

               NOW,  THEREFORE,  for and in consideration of the premises and of
the mutual covenants herein set forth and other good and valuable consideration,
and for reasonably  equivalent  value,  the receipt and sufficiency of which are
hereby acknowledged, Buyer and Seller hereby agree as follows:

1.      DEFINITIONS

               The  following  terms will have the meanings  set forth  therefor
herein:

               Affiliate means any Person owned or controlled by or under common
control  with any  other  Person.  For  purposes  of this  definition  "control"
(including   "controlled   by"  and  "under  common  control  with")  means  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of such Person,  whether  through the
ownership of voting securities or otherwise.






<PAGE>



               Agreement  means this  Automobile  Loan Sale  Agreement,  and all
amendments hereof and supplements hereto.

               Assignee means any special  purpose entity formed by Buyer or any
of its Affiliates in connection with a securitization or warehousing of all or a
portion of the Receivables.

               Business  Day means any day other than a Saturday,  a Sunday or a
legal  holiday on which banks are not open for regular  business in the state of
New York.

               Closing Date means March 26, 1997.

               Cutoff Date means February 28, 1997.

               Dealer  means the  dealer  who sold a  Financed  Vehicle  and who
originated and assigned the related  Receivable to Originator  under an existing
agreement between such dealer and Originator.

               Financed  Vehicle  means  an  automobile  or  light-duty   truck,
together with all accessions thereto,  securing an Obligor's  indebtedness under
the related Receivable.

               Legal Files means, with respect to each Receivable, (a) the fully
executed  original of such  Receivable  with fully executed  assignment from the
related Dealer to Originator, (b) the original certificate of title or the Title
Package, or such other documents  evidencing the security interest of Originator
in the  Financed  Vehicle,  (c)  evidence of  verification  of  physical  damage
insurance coverage and (d) a copy of Obligor's credit application.

               Lien means a security interest,  lien, charge,  pledge, equity or
encumbrance of any kind,  other than tax liens,  mechanics'  liens and any liens
that attach to the respective  Receivable by operation of law as a result of any
act or omission by the related Obligor.

               Norwest means Norwest Bank  Minnesota,  National  Association,  a
national banking association.

               Obligor on a Receivable  means the purchaser or  co-purchasers of
the  Financed  Vehicle  and  any  other  Person  who  owes  payments  under  the
Receivable.

               Originator means Jefferson Capital Corp.

               Person   means  and   includes   any   individual,   partnership,
corporation (including a business trust), limited liability company, joint stock
company, trust,  unincorporated  association,  joint venture, or other entity or
government or any agency

                                        2







<PAGE>



or political subdivision thereof, whether acting in an individual,  fiduciary or
other capacity.

               Purchase  and Sale  Agreement  has the meaning  specified  in the
second whereas clause.

               Purchase  Price  means  the  amount  set  forth  in the  separate
settlement  schedule attached hereto as Schedule II. The parties agree that such
settlement  schedule is intended to represent 96.25% of the aggregate  principal
balance of the  Receivables  as of the Cut off Date plus accrued  interest (on a
weighted  average  gross  coupon  basis)  from  the  last  paid to date for such
Receivable as of the Cut off Date, to but excluding the Closing Date.

               Receivable means each retail installment  contract  identified in
the Schedule of Receivables and sold to Buyer hereunder.

               Receivable  Files  means,  all  existing  documents  indicated as
required on the  related  Dealer  Funding  Checklist  pursuant to the  Servicing
Agreement and relating to a Receivable, an Obligor or a Financed Vehicle.

               Schedule  of  Receivables   means  the  Schedule  of  Receivables
prepared by Buyer and  attached  hereto as Schedule I, as such  schedule  may be
amended or supplemented from time to time up to the Closing Date.

               Servicing  Agreement  has the  meaning  specified  in the  second
whereas clause.

               Title  Package  means the  application  for  title to a  Financed
Vehicle and a copy of the existing title, lien entry form, letter of guaranty or
receipt of registration, or such other similar documents, as applicable, in each
case noting the lien of the Originator on the Financed Vehicle.

               UCC  means  the  Uniform  Commercial  Code  as in  effect  in the
relevant jurisdiction.

               VSI Policy means the vendor's  single interest  insurance  policy
issued by U.S. Specialty Insurance Co., attached hereto as Exhibit A.

2.      PURCHASE AND SALE PROVISIONS

               (a) Seller  agrees to sell to Buyer and Buyer  agrees to purchase
from Seller all of Seller's right,  title and interest in and to the Receivables
and their related Receivable Files, for the Purchase Price to be paid to Seller,
and subject to the terms and conditions set forth in this  Agreement.  Buyer and
Seller  hereby  agree  that the  purchase  of any  Receivables  will be  without
recourse against Seller except as provided herein.

                                        3






<PAGE>



Buyer shall pay to Seller on the Closing Date the Purchase  Price in the form of
immediately available funds.

               The parties  hereto  intend that the  conveyance  hereunder  be a
sale.  In the  event  that  the  conveyance  hereunder  is not  for  any  reason
considered a sale,  the parties  intend that Seller be deemed to have granted to
Buyer  a first  priority  perfected  security  interest  in,  to and  under  the
Receivables, and other property conveyed hereunder and all proceeds and products
of any of the foregoing and that this Agreement  constitute a security agreement
under applicable law.

               (b) In  consideration  of Buyer's delivery on the Closing Date to
or  upon  the  order  of  Seller  of the  Purchase  Price  with  respect  to the
Receivables,  Seller does hereby agree to sell,  transfer,  assign, set over and
otherwise convey to Buyer,  without recourse,  all right,  title and interest of
Seller in and to:

                    (i)  the Receivables listed on the Schedule of Receivables;

                   (ii) the security  interests in the Financed Vehicles granted
        by  Obligors  pursuant  to such  Receivables  and any other  interest of
        Seller in such Financed Vehicles;

                  (iii) any  proceeds  with  respect  to such  Receivables  from
        claims on the VSI Policy with respect to the Receivables,  and any other
        physical damage,  credit life or disability  insurance policies covering
        Financed Vehicles or Obligors;

                   (iv) all of Seller's rights and obligations under each of the
        Purchase and Sale Agreement and the Servicing  Agreement (as modified by
        the Servicer and the Buyer) with respect to such Receivables;

                    (v) all of Seller's  rights  under each  existing  agreement
        with a Dealer and any  proceeds  with respect to such  Receivables  from
        recourse to Dealers thereon;

                   (vi) any  Financed  Vehicle  that shall have secured any such
        Receivable  and shall  have been  acquired  by or on behalf of Seller or
        Buyer;

                  (vii)  the Receivable Files;

                 (viii)  all  collections  of  principal  from  the  Receivables
        received  on and after the Cutoff Date and all  collections  of interest
        from the  Receivables  received on and after the date last paid thereon;
        and

                   (ix) all proceeds and records  (including  computer  records)
        relating to any and all of the foregoing.

                                        4






<PAGE>



               (c) On any  Business Day prior to the Closing  Date,  Buyer shall
forward  to Seller a  current  Schedule  of  Receivables  that it has  agreed to
purchase  hereunder.  Upon receipt of such list,  Seller shall immediately cause
the Legal  Files  with  regard to each  Receivable  included  on such list to be
forwarded  to  Norwest  for  processing  in  contemplation  of  the  anticipated
securitization or warehousing thereof. Seller's obligation to deliver such files
shall be  contingent  upon the issuance by Norwest to Seller of a trust  receipt
regarding  each such file it receives  stating that Norwest is holding such file
in trust for the  benefit of Seller  until the Closing  Date.  In the event that
Buyer does not remit the Purchase  Price for the  Receivables  upon failure of a
condition  specified in Section 7, Buyer shall  instruct  Norwest to immediately
return all Legal Files to Seller.

3.      ASSIGNMENT OF INSURANCE

               Seller further agrees to sell,  assign,  transfer and set over to
Buyer in connection  with the  Receivables  purchased  hereunder all of Seller's
interest  under the VSI Policy and each and every other policy or certificate of
insurance, if any, to the extent such relates to the Receivables,  together with
all pending  insurance  claims,  if any,  and the proceeds  thereof,  if any, in
connection  with any of the  Receivables.  Seller shall  notify,  or cause to be
notified,  the VSI  Policy  carrier  and  request  the  Buyer  to be named as an
additional  insured under such policy with respect to the Receivables and Seller
will  instruct  said  carriers  to pay to  Buyer  any  and all  funds,  unearned
premiums,  and returned  premium claims due or hereafter to become due to Seller
to the extent such amounts are received  after the Cutoff Date and relate to the
Receivables.  In the event that Seller nonetheless  receives any such amounts in
respect of the Receivables  under the VSI Policy, it agrees to hold such amounts
in trust for the Buyer and agrees to immediately forward such amounts to Buyer.

4.      REPRESENTATIONS AND WARRANTIES OF BUYER

               (a) Buyer is a corporation  duly organized,  validly existing and
in good standing  under the laws of the state of its  incorporation,  and it has
all requisite  corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby.

               (b)  The  execution  and  delivery  of  this  Agreement  and  the
consummation of the transactions  contemplated hereby have been duly and validly
authorized  by Buyer and no other acts or  proceedings  on the part of Buyer are
necessary to authorize this Agreement or the transactions  contemplated  hereby,
and this Agreement constitutes a valid and legally binding obligation of Buyer.

               (c) Neither the execution and delivery of this  Agreement nor the
consummation of the transactions  contemplated  hereby,  nor compliance by Buyer
with the provisions  hereof,  will violate,  conflict with or result in a breach
of, or  constitute  a default  under,  the  charter  or  by-laws of Buyer or any
instrument or agreement to which

                                        5






<PAGE>



Buyer is a party or by which it is bound,  any federal or state statute,  or any
judicial or administrative decree, order or ruling applicable to Buyer.

5.      REPRESENTATIONS AND WARRANTIES OF SELLER

               (a)    Seller represents and warrants to Buyer as follows:

                    (i) Seller is a limited  liability  company duly  organized,
        validly existing and in good standing under the laws of the state of its
        organization  and it has all requisite power and authority to enter into
        this Agreement and to carry out the transactions contemplated hereby.

                   (ii) The  execution  and delivery of this  Agreement  and the
        consummation of the transactions  contemplated hereby have been duly and
        validly  authorized  by Seller and no other acts or  proceedings  on the
        part  of  Seller  are  necessary  to  authorize  this  Agreement  or the
        transactions contemplated hereby, and this Agreement constitutes a valid
        and legally binding obligation of Seller.

                  (iii) Neither the execution and delivery of this Agreement nor
        the consummation of the transactions contemplated hereby, nor compliance
        by Seller with the  provisions  hereof,  will violate,  conflict with or
        result in a breach of, or  constitute  a default  under,  the charter or
        by-laws of Seller or any  instrument  or  agreement to which Seller is a
        party or by which it is bound (including the Purchase and Sale Agreement
        and the  Servicing  Agreement),  any  federal or state  statute,  or any
        judicial or administrative decree, order or ruling applicable to Seller.

                   (iv)  Seller  is  the  legal  and  beneficial  owner  of  the
        Receivables  being  assigned by it hereunder  and such  Receivables  are
        being transferred to Buyer free and clear of any Lien, security interest
        or other  adverse claim created by Seller or as to which Seller is aware
        (including  any  claims  of  Originator  under  the  Purchase  and  Sale
        Agreement).

                    (v) No Receivable (A) as of March 10, 1997 has been assigned
        for  repossession due to default,  insurance claim  (including  physical
        damage  resulting  in total loss of the related  Financed  Vehicle),  or
        bankruptcy or (B) is 59 days or more delinquent as of March 10, 1997.

               (b) In the event of a breach of any warranty  and  representation
set forth in this  Section 5, Seller  will,  upon  Buyer's  demand,  immediately
repurchase  all affected  Receivables  for an amount equal to the Purchase Price
for such  Receivables,  determined  based  upon  the  principal  balance  of the
affected Receivables as of the date of repurchase.

                                        6






<PAGE>




6.      COVENANTS OF SELLER

        Seller covenants as follows:

               (a) On and  after the  Closing  Date and upon  request  of Buyer,
Seller will do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged  and  delivered,  such  acts,  assignments,   releases,  powers  of
attorney,  or other  instruments and assurances as Buyer may reasonably  request
and provide for the purpose of more fully effectuating the assignment,  transfer
and conveyance to Buyer of the  Receivables,  including,  at Buyer's  reasonable
expense,  cooperating  with  Buyer  to  cause  Buyer  to be  listed  as the sole
lienholder on each  certificate of title  representing a Financed  Vehicle,  and
arranging  for the  power  of  attorney  to be  executed  by the  Originator  as
contemplated in Section 7(c) below.

               (b) The Seller shall effect a servicing  transfer with respect to
the Receivables,  as designated by Buyer.  Until such transfer is effected,  the
Seller  shall  cause Omni to continue  to act as  servicer  under the  Servicing
Agreement, with Buyer acting as collection agent. The Seller shall cause Omni to
provide Buyer with terminal access to Omni's servicing system. The Seller agrees
to pay  termination  fees  payable to Omni under the  Servicing  Agreement  with
respect to any servicing terminated up to 90 days after the Closing Date.

               (c) All sums  received  by or on behalf of Seller in  payment  of
obligations represented by the Receivables and conveyed to Buyer hereunder shall
be received for the account of Buyer and shall be promptly paid over to Buyer by
Seller (or by any servicing agent on behalf of Seller).

7.      CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

               The   obligation  of  Buyer  to  complete  the  purchase  of  the
Receivables pursuant to this Agreement is subject to the fulfillment prior to or
on the  Closing  Date of  each  of the  following  conditions  except  as may be
specifically waived in writing by Buyer:

               (a) The  representations  and  warranties  of Seller set forth in
this Agreement shall be true at and as if made on Closing Date;

               (b) Seller shall have  delivered  to Norwest,  on behalf of Buyer
the Receivables and the Title Package and delivered to Buyer an executed Bill of
Sale relating to the Receivables, substantially in the form of Exhibit B;

               (c) Seller  shall have  executed and  delivered to Buyer  Limited
Powers  of  Attorney  executed  by  Seller  and  by  Originator,   respectively,
substantially in the forms of Exhibit C and Exhibit D;

                                        7






<PAGE>



               (d) Buyer will have received an  irrevocable  instruction  letter
from Seller regarding the VSI Policy applicable to the Receivables  purchased by
Buyer, Buyer shall have received an endorsement  listing Buyer and its assignees
as a named insured on the VSI Policy; and

               (e) Buyer shall have simultaneously closed the warehousing of the
Receivables on the Closing Date on terms and conditions  acceptable to Buyer and
shall have used a portion of the net proceeds from such  warehousing  to pay the
Purchase Price for the Receivables; and

               (f) No "Event of Default"  shall have occurred under the Purchase
and Sale Agreement or under the Servicing  Agreement of which Seller or Buyer is
aware.

8.      CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

               The obligation of Seller to complete the sale of the  Receivables
pursuant to this Agreement is subject to fulfillment  prior to or on the Closing
Date of each of the following conditions except as may be specifically waived in
writing by Seller:

               (a)    receipt of the Purchase Price; and

               (b) the representations and warranties of Buyer set forth in this
Agreement being true at and as if made on the Closing Date.

9.      NO BROKERS

               Seller  and Buyer  represent  and  warrant to each other that all
negotiations relative to this Agreement and the transactions contemplated hereby
have been  carried  on by each  directly  with the other or by their  respective
employees and/or attorneys, without the intervention of any other person in such
a manner as might give rise to a claim for a brokerage commission, finder's fee,
adviser's fee or like payment.

10.     COSTS AND EXPENSES

               Buyer and  Seller  shall  each bear  their  individual  costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby,  including,  without limitation,  fees and disbursements of
their respective legal counsel,  accountants and other representatives,  without
recourse,  right of offset or other  claim  against the other for such costs and
expenses. Seller shall be responsible for all expenses relating to the servicing
and  subservicing  of the  Receivables  up to and  including  the final  date of
servicing  transfer to the servicer  designated by Buyer, in accordance with the
provisions of the Servicing  Agreement,  and Buyer shall be responsible  for all
expenses  relating to the servicing and  subservicing  of the Receivables on and
after such final date.

                                        8







<PAGE>



11.     CONFIDENTIALITY

               In  connection  with the purchase and sale  contemplated  by this
Agreement,  each  party  further  agrees  that  neither  it nor  its  respective
affiliates,  employees,  agents or  representatives  will  divulge or  disclose,
directly or  indirectly,  any  information,  knowledge  or data  concerning  the
Receivables  and/or any  information  provided to it pursuant to this Agreement,
other than  information  which has been  previously  published or otherwise made
available  to the general  public,  or as may be required by law or  regulation.
Buyer shall be entitled to make customary  disclosures regarding the Receivables
in its  public  disclosure  documents,  its  private  placement  memorandum  and
otherwise in connection with the  securitization  of the Receivables,  provided,
however,  that any  disclosure  relating  specifically  to Seller  must first be
approved in writing by such party.

12.     NOTICES

               All notices and other  communications  under this Agreement shall
be in writing and shall be deemed to have been duly given if delivered or mailed
first class, postage prepaid:

             (i)      If to Buyer, to:

                      AutoBond Acceptance Corporation
                      301 Congress Avenue, 9th floor
                      Austin, TX 78701
                      Attn: Adrian Katz

or to  Buyer  at  such other  address  Buyer  shall have furnished in writing to
Seller;

            (ii)      If to Seller, to:

                      Credit Suisse First Boston
                      Mortgage Capital L.L.C.
                      Eleven Madison Avenue
                      New York, NY 10010-3629
                      Attn: Michael Commaroto

or to Seller at such other address as Seller shall have  furnished in writing to
Buyer; and

13.     SPECIFIC PERFORMANCE

               Buyer and Seller recognize that each would be irreparably damaged
in the event this Agreement is not specifically  enforced and, therefore,  agree
that in the event of any  controversy  concerning any right or obligation  under
this  Agreement  such right or  obligation  shall be  enforceable  in a court of
equity by a decree of specific

                                        9







<PAGE>



performance, which remedy, however, shall be cumulative and not exclusive and in
addition to any other remedy at law or equity which the parties may have.

14.     ENTIRE AGREEMENT

               This  Agreement and all documents  delivered on or after the date
hereof in  connection  herewith  constitute  the entire  agreement  between  the
parties.  No  modification  or variation of this Agreement shall be deemed valid
unless made in writing and signed by Buyer and Seller. No discharge of any term,
condition or obligation  under this  Agreement  shall be deemed valid unless the
result of full performance by the parties  required to render such  performance,
or unless such  discharge or waiver is granted by a writing  signed by the party
or parties entitled to the performance of such term, condition or obligation.

15.     WAIVERS

               A  waiver  of  any  term,  condition  or  obligation  under  this
Agreement  by either  party shall not be  construed as a waiver by such party of
any other term,  condition or obligation under this Agreement nor shall a waiver
of any breach of a term,  condition  or  obligation  constitute  a waiver of any
subsequent  breach of the same term,  condition  or  obligation  or of any right
consequent thereof.

16.     SEVERABILITY

               If any term,  condition or obligation  under this Agreement shall
be or become for any reason  wholly or partly  invalid  or  unenforceable,  such
term,  condition  or  obligation  shall be enforced to the extent to which it is
legal  and valid and the  remaining  terms,  conditions  and  obligations  shall
continue  to be valid  and  enforceable  and  shall  be  enforced,  unless  such
enforcement  is in manifest  violation  of the present  intention of the parties
reflected in this Agreement.

17.     COUNTERPARTS

               This Agreement may be executed in one or more counterparts,  each
of which shall be an original but all of which shall be deemed to be one and the
same instrument.

18.     ASSIGNMENT; SUCCESSORS AND ASSIGNS

               All of Buyer's  rights,  title and interest  under this Agreement
may be assigned by Buyer to any Assignee and any Assignee may assign such rights
to any subsequent  Assignee and any pledgee under a warehouse or  securitization
agreement.

                                       10






<PAGE>



19.     GOVERNING LAW

               This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New York.







                                       11







<PAGE>



               IN WITNESS  WHEREOF,  Seller and Buyer  have duly  executed  this
Agreement as of the date first above written.


                                             CREDIT SUISSE FIRST BOSTON MORTGAGE
                                             CAPITAL L.L.C.,
                                             SELLER



                                             By:/s/ John Shrewsberry
                                                ________________________________
                                                Name:  John Shrewsberry
                                                Title: Vice President


                                             AUTOBOND ACCEPTANCE CORPORATION,
                                             Buyer



                                             By:/s/ Adrian Katz
                                                ________________________________
                                                Name:  Adrain Katz
                                                Title: Vice Chairman and Chief
                                                       Operating Officer












<PAGE>





                                   SCHEDULE I

                             SCHEDULE OF RECEIVABLES


















                                         1







<PAGE>




                                   SCHEDULE II

                               SETTLEMENT SCHEDULE


















                                         2







<PAGE>




                                    EXHIBIT A

                                   VSI POLICY





















                                       A-1







<PAGE>




                                    EXHIBIT B

                   BILL OF SALE AND ASSIGNMENT OF RECEIVABLES

               IN CONSIDERATION OF good and valuable consideration,  the receipt
of which is hereby acknowledged, and pursuant to and in furtherance of a certain
Automobile Loan Sale Agreement dated as of March 13, 1997, (the  "Agreement") by
and between  Credit  Suisse First Boston  Mortgage  Capital  L.L.C.,  a Delaware
limited  liability  company  ("CSFB"  or  "Seller"),   and  AutoBond  Acceptance
Corporation,  a Texas corporation ("Buyer").  Seller does hereby grant, bargain,
sell,  assign,  convey and transfer to, and vest in Buyer,  its  successors  and
assigns,  without recourse,  representation or warranty,  all of Seller's right,
title and interest  (legal and or equitable)  in and to the following  described
property and assets,  all in  accordance  with the terms and  provisions of said
Agreement:

                    (1) the  Receivables  listed on the Schedule of Receivables,
        all principal payments received thereon on and after the Cutoff Date and
        all interest payments received since the date last paid;

                    (2) the security  interests in the Financed Vehicles granted
        by  Obligors  pursuant  to such  Receivables  and any other  interest of
        Seller in such Financed Vehicles;

                    (3) all of Seller's  rights  under each of the  Purchase and
        Sale  Agreement  and  the  Servicing  Agreement  with  respect  to  such
        Receivables;

                    (4) any  proceeds  with  respect  to such  Receivables  from
        claims on the VSI Policy with respect to the  Receivables  and any other
        physical damage,  credit life or disability  insurance policies covering
        Financed Vehicles or Obligors;

                    (5) any  proceeds  with  respect  to such  Receivables  from
        recourse to Dealers thereon;

                    (6) any  Financed  Vehicle  that shall have secured any such
        Receivable  and shall  have been  acquired  by or on behalf of Seller or
        Buyer; and

                    (7)  the Receivable Files;

                    (8) all proceeds and records (including computer records) of
        any and all of the foregoing.

               Capitalized  terms used herein and not  otherwise  defined  shall
have the meanings ascribed thereto in the Agreement.



                                       B-1







<PAGE>




               IN WITNESS WHEREOF,  Seller has caused this instrument to be duly
executed this ___th day of March,  1997,  and the seal of the  corporation to be
affixed hereto.

                                     Credit Suisse First Boston Mortgage Capital
                                     L.L.C., Seller

                                     By:____________________________
                                     Name:__________________________
                                     Title:_________________________




Attested

By:________________________________
Name:____________________________
Its:__________________ Secretary







                                       B-2







<PAGE>




                                    EXHIBIT C

                            LIMITED POWER OF ATTORNEY

               KNOW ALL MEN BY THESE  PRESENTS,  pursuant  to Section  7(c) of a
certain  Automobile Loan Sale Agreement dated March ___, 1997, (the "Agreement")
by and between Credit Suisse First Boston Mortgage  Capital  L.L.C.,  a Delaware
limited liability company herein termed the "Principal", and AutoBond Acceptance
Corporation,  a Texas corporation herein termed the "Attorney",  the undersigned
Principal does hereby  constitute  and appoint the Attorney,  its successors and
assigns, as the true and lawful  attorney-in-fact of the Principal and with full
power by an  instrument in writing to appoint a substitute  or  substitutes,  to
demand,  reduce  to  possession,   collect,   receive,   receipt  for,  endorse,
compromise,  settle or assign without recourse any and all indebtedness,  notes,
commercial paper,  promises to pay, retail installment sales contracts,  chattel
paper,  security  agreements   instruments,   any  chose  in  action  and  other
obligations  described in the Bill of Sale and Assignment of  Receivables  dated
March  ___,  1997  from  the  Principal  to  the  Attorney,  herein  termed  the
"Receivables",  together  with  all  monies  due or to  become  due  under  said
Receivables  after the Cutoff  Date,  proceeds  from any recourse to dealers and
proceeds from claims on any insurance  policies relating to such Receivables and
any and all  claims,  any  chose in  action,  and  rights  and  causes of action
relating thereto,  including without  limitation any and all personal  property,
vehicles,  security instruments and insurance policies held as security for said
Receivables;  to cancel or release the Receivables and release any security,  in
whole or in part and in connection  therewith to execute,  acknowledge or handle
proper discharges, releases, satisfactions or other instruments in writing which
may become  necessary in order to carry the  foregoing  powers into effect,  the
Principal  hereby  ratifying  and  confirming  all acts and things  lawfully and
reasonably done by the Attorney or its substitute or substitutes in pursuance of
the authority herein granted.

               This Limited Power of Attorney  shall  terminate six months after
the final scheduled maturity date of the Receivables.





                                       C-1







<PAGE>




               IN WITNESS  WHEREOF,  the Principal has executed this  instrument
this _____ day of March, 1997.

                                     Credit Suisse First Boston Mortgage Capital
                                     L.L.C.

                                     By:____________________________
                                     Name:__________________________
                                     Title:_________________________


















                                       C-2






<PAGE>




                                    EXHIBIT D

                            LIMITED POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, the undersigned Jefferson Capital
Corp.  ("Principal")  does hereby  constitute  and appoint  AutoBond  Acceptance
Corporation  ("Attorney"),  its successors  and assigns,  as the true and lawful
attorney-in-fact  of the  Principal  and with  full  power by an  instrument  in
writing to appoint a substitute or substitutes, to demand, reduce to possession,
collect,  receive,  receipt for, endorse,  compromise,  settle or assign without
recourse any and all indebtedness,  notes,  commercial  paper,  promises to pay,
retail  installment  sales  contracts,   chattel  paper,   security   agreements
instruments,  security  agreements,  any chose in action  and other  obligations
relating to the  Automobile  loans  described on the attached  schedule,  herein
termed the  "Receivables",  together  with all monies due or to become due under
said Receivables, proceeds from any recourse to dealers and proceeds from claims
on any insurance  policies  relating to such Receivables and any and all claims,
any chose in action, and rights and causes of action relating thereto, including
without limitation any and all personal property, vehicles, security instruments
and  insurance  policies  held as security  for said  Receivables;  to cancel or
release the  Receivables  and release any  security,  in whole or in part and in
connection  therewith  to  execute,  acknowledge  or handle  proper  discharges,
releases,  satisfactions  or other  instruments  in  writing  which  may  become
necessary  in order to carry the  foregoing  powers into effect,  the  Principal
hereby ratifying and confirming all acts and things lawfully and reasonably done
by the Attorney or its  substitute or  substitutes in pursuance of the authority
herein granted.

               This Limited Power of Attorney  shall  terminate six months after
the final scheduled maturity date of the Receivables.

               IN WITNESS  WHEREOF,  the Principal has executed this  instrument
this _____ day of March, 1997.

                                       Jefferson Capital Corp.

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________





                                       D-1




<PAGE>


STATE OF              )
                      )
COUNTY OF             )


               On ____________, 1997, before me, a Notary Public in and for said
County and State, personally appeared  __________________  _________________ and
__________________________,  known to me to be the _________________________ and
__________________ respectively, of _________________, and known to me to be the
persons who executed  the within  instrument  on behalf of the said  corporation
pursuant to its by-laws or a resolution of its Board of Directors.

               WITNESS my hand and official seal.







                                            ______________________________
                                            Notary Public