AMENDMENT NO. 2 TO CREDIT AGREEMENT

     This Amendment  (this "Amendment") is entered into as March 21, 1997 by and
among Pioneer Financial Services, Inc., a Delaware corporation (the "Borrower"),
The First National Bank of Chicago, individually and as agent (the "Agent"), and
the other financial institutions signatory hereto (the "Lenders").


                                    RECITALS

     A.   The  Borrower, the  Agent and  the Lenders  are party to  that certain
Credit Agreement,  dated as of July  30, 1996 (the "Credit  Agreement").  Unless
otherwise  specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit Agreement.

     B.   The  Borrower, the  Agent and  the Lenders  wish  to amend  the Credit
Agreement on the terms and conditions set forth below.

     Now, therefore, in consideration  of the mutual execution hereof  and other
good and valuable consideration, the parties hereto agree as follows:

          1.   Section 6.23.2 of the Credit Agreement is amended in its entirety
to read as follows:

          "6.23.   Fixed Charges Coverage Ratio.   The Borrower will  not, as of
     the  last day  of any  fiscal  quarter of  the Borrower,  permit the  Fixed
     Charges  Coverage Ratio  for the period  of four fiscal  quarters ending on
     such day, (a) to be less than .75  to 1.0 for any fiscal quarter ending  on
     or prior to June 30, 1997; (b) thereafter,  to be less than 1.25 to 1.0 for
     the  fiscal  quarter ending  on  or  prior to  December  31,  1997; or  (c)
     thereafter,   to be  less than  1.50 to 1.0  for any fiscal  quarter ending
     thereafter".

          2.   Representations  and Warranties  of the  Borrower.   The Borrower
represents and warrants that:

          (a)  each of the representation and warranties set for in Article V of
     the Credit  Agreement is true and  correct in all material  respects on the
     date hereof as if made on the date hereof; and

          (b)  immediately upon giving effect  to this Amendment, no Default  of
     Unmatured Default has occurred and is continuing.


          3.   Conditions  to Occurrence of  Effective Date.   The amendment set
forth in Section  1 hereof shall become  effective as of the  date first written
above upon the execution and delivery of this Amendment by the  Borrower and the
Required Lenders.

          4.   Reference to and Effect Upon the Credit Agreement.

          (a)  Except as  specifically amended  above, the Credit  Agreement and
     the other  Loan Documents  shall remain  in full force  and effect  and are
     hereby ratified and confirmed.

          (b)  The execution, delivery and effectiveness of this Amendment shall
     not operate as a waiver of any right,  power or remedy of the Agent or  any
     Lender under  the Credit Agreement  or any Loan Document,  nor constitute a
     waiver of any provision of the Credit Agreement or any Loan Document.  Upon
     the effectiveness of the amendment to the Credit Agreement effected by this
     Amendment,  each  reference in  the Credit  Agreement to  "this Agreement",
     "hereunder", "hereof", "herein" or  words of similar import shall  mean and
     be a reference to the Credit Agreement as amended hereby.

          5.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH  THE  INTERNAL  LAWS  (AS  OPPOSED  TO  CONFLICTS  OF  LAWS
PROVISIONS)  OF  THE STATE  OF  ILLINOIS  BUT  GIVING  EFFECT  TO  FEDERAL  LAWS
APPLICABLE TO NATIONAL BANKS.

          6.   Headings.  Section headings in this Amendment are included herein
for convenience  of reference  only  and shall  not constitute  a  part of  this
Amendment for any other purposed.

          7.   Conterparts.  This  Amendment may  be executed in  any number  of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one of the same instrument.


                                  *    *     *


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.


                              PIONEER FINANCIAL SERVICES, INC.


                              By: _______________________________________

                              Title: _____________________________________



                              THE FIRST NATIONAL BANK OF CHICAGO
                              Individually and as Agent


                              By: _______________________________________

                              Title: _____________________________________


                              AMERICAN NATIONAL BANK &
                              TRUST COMPANY OF CHICAGO

                              By: _______________________________________

                              Title: _____________________________________


                              BANK ONE, ROCKFORD, N.A.


                              By: ______________________________________

                              Title: _____________________________________


                              FIRSTAR BANK, MILWAUKEE, N.A.


                              By: ______________________________________

                              Title: _____________________________________



                              FLEET NATIONAL BANK

                              By: ______________________________________

                              Title: _____________________________________


                              LASALLE NATIONAL BANK


                              By: ______________________________________

                              Title: _____________________________________