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                                                                     EXHIBIT 4.3



[LOGO}  Master Repurchase
        Agreement
================================================================================
September 1996 Version


Dated as of MAY 16, 2000
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Between: Merrill Lynch International (BUYER)
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and ONYX ACCEPTANCE FUNDING CORPORATION (SELLER)
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             and Merrill Lynch, Pierce, Fenner & Smith Incorporated acting as
             Agent as described in Annex III

1.    APPLICABILITY

      From time to time the parties hereto may enter into transactions in which
      one party ("Seller") agrees to transfer to the other ("Buyer") securities
      or other assets ("Securities") against the transfer of funds by Buyer,
      with a simultaneous agreement by Buyer to transfer to Seller such
      Securities at a date certain or on demand, against the transfer of funds
      by Seller. Each such transaction shall be referred to herein as a
      "Transaction" and, unless otherwise agreed in writing, shall be governed
      by this Agreement, including any supplemental terms or conditions
      contained in Annex I hereto and in any other annexes identified herein or
      therein as applicable hereunder.


2.    DEFINITIONS

      (a)   "Act of Insolvency'', with respect to any party, (i) the
            commencement by such party as debtor of any case or proceeding under
            any bankruptcy, insolvency, reorganization, liquidation, moratorium,
            dissolution, delinquency or similar law, or such party seeking the
            appointment or election of a receiver, conservator, trustee,
            custodian or similar official for such party or any substantial part
            of its property, or the convening of any meeting of creditors for
            purposes of commencing any such case or proceeding or seeking such
            an appointment or election, (ii) the commencement of any such case
            or proceeding against such party, or another seeking such an
            appointment or election, or the filing against a party of an
            application for a protective decree under the provisions of the
            Securities Investor Protection Act of 1970, which (A) is consented
            to or not timely contested by such party, (B) results in the entry
            of an order for relief, such an appointment or election, the
            issuance of such a protective decree or the entry of an order having
            a similar effect, or (C) is not dismissed within 15 days, (iii) the
            making by such party of a general assignment for the benefit of
            creditors, or (iv) the admission in writing by such party of such
            party's inability to pay such party's debts as they become due;

      (b)   "Additional Purchased Securities", Securities provided by Seller to
            Buyer pursuant to Paragraph 4(a) hereof;

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      (c)   "Buyer's Margin Amount", with respect to any Transaction as of any
            date, the amount obtained by application of the Buyer's Margin
            Percentage to the Repurchase Price for such Transaction as of such
            date:

      (d)   "Buyer's Margin Percentage", with respect to any Transaction as of
            any date, a percentage (which may be equal to the Seller's Margin
            Percentage) agreed to by Buyer and Seller or, in the absence of any
            such agreement, the percentage obtained by dividing the Market Value
            of the Purchased Securities on the Purchase Date by the Purchase
            Price on the Purchase Date for such Transaction;

      (e)   "Confirmation", the meaning specified in Paragraph 3(b) hereof;

      (f)   "Income", with respect to any Security at any time, any principal
            thereof and all interest, dividends or other distributions thereon;

      (g)   "Margin Deficit", the meaning specified in Paragraph 4(a) hereof;

      (h)   "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

      (i)   "Margin Notice Deadline", the time agreed to by the parties in the
            relevant Confirmation, Annex I hereto or otherwise as the deadline
            for giving notice requiring same-day satisfaction of margin
            maintenance obligations as provided in Paragraph 4 hereof (or, in
            the absence of any such agreement, the deadline for such purposes
            established in accordance with market practice);

      (j)   "Market Value", with respect to any Securities as of any date, the
            price for such Securities on such date obtained from a generally
            recognized source agreed to by the parties or the most recent
            closing bid quotation from such a source, plus accrued Income to the
            extent not included therein (other than any Income credited or
            transferred to, or applied to the obligations of, Seller pursuant to
            Paragraph 5 hereof) as of such date (unless contrary to market
            practice for such Securities);

      (k)   "Price Differential", with respect to any Transaction as of any
            date, the aggregate amount obtained by daily application of the
            Pricing Rate for such Transaction to the Purchase Price for such
            Transaction on a 360 day per year basis for the actual number of
            days during the period commencing on (and including) the Purchase
            Date for such Transaction and ending on (but excluding) the date of
            determination (reduced by any amount of such Price Differential
            previously paid by Seller to Buyer with respect to such
            Transaction);

      (l)   "Pricing Rate", the per annum percentage rate for determination of
            the Price Differential;

      (m)   "Prime Rate", the prime rate of U.S. commercial banks as published
            in The Wall Street Journal (or, if more than one such rate is
            published, the average of such rates);

      (n)   "Purchase Date", the date on which Purchased Securities are to be
            transferred by Seller to Buyer;



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      (o)   "Purchase Price", (i) on the Purchase Date, the price at which
            Purchased Securities are transferred by Seller to Buyer, and (ii)
            thereafter, except where Buyer and Seller agree otherwise, such
            price increased by the amount of any cash transferred by Buyer to
            Seller pursuant to Paragraph 4(b) hereof and decreased by the amount
            of any cash transferred by Seller to Buyer pursuant to Paragraph
            4(a) hereof or applied to reduce Seller's obligations under clause
            (ii) of Paragraph 5 hereof;

      (p)   "Purchased Securities", the Securities transferred by Seller to
            Buyer in a Transaction hereunder, and any Securities substituted
            therefor in accordance with Paragraph 9 hereof. The term "Purchased
            Securities" with respect to any Transaction at any time also shall
            include Additional Purchased Securities delivered pursuant to
            Paragraph 4(a) hereof and shall exclude Securities returned pursuant
            to Paragraph 4(b) hereof;

      (q)   "Repurchase Date", the date on which Seller is to repurchase the
            Purchased Securities from Buyer, including any date determined by
            application of the provisions of Paragraph 3(c) or 11 hereof;

      (r)   "Repurchase Price", the price at which Purchased Securities are to
            be transferred from Buyer to Seller upon termination of a
            Transaction, which will be determined in each case (including
            Transactions terminable upon demand) as the sum of the Purchase
            Price and the Price Differential as of the date of such
            determination;

      (s)   "Seller's Margin Amount", with respect to any Transaction as of any
            date, the amount obtained by application of the Seller's Margin
            Percentage to the Repurchase Price for such Transaction as of such
            date;

      (t)   "Seller's Margin Percentage", with respect to any Transaction as
            of any date, a percentage (which may be equal to the Buyer's Margin
            Percentage) agreed to by Buyer and Seller or, in the absence of any
            such agreement, the percentage obtained by dividing the Market Value
            of the Purchased Securities on the Purchase Date by the Purchase
            Price on the Purchase Date for such Transaction.



3.    INITIATION; CONFIRMATION; TERMINATION

      (a)   An agreement to enter into a Transaction may be made orally or in
            writing at the initiation of either Buyer or Seller. On the Purchase
            Date for the Transaction, the Purchased Securities shall be
            transferred to Buyer or its agent against the transfer of the
            Purchase Price to an account of Seller.

      (b)   Upon agreeing to enter into a Transaction hereunder, Buyer or Seller
            (or both), as shall be agreed, shall promptly deliver to the other
            party a written confirmation of each Transaction (a "Confirmation").
            The Confirmation shall describe the Purchased Securities (including
            CUSIP number; if any), identify Buyer and Seller and set forth (i)
            the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase
            Date, unless the Transaction is to be terminable on demand, (iv) the
            Pricing Rate or Repurchase Price applicable to the Transaction, and
            (v) any additional terms or conditions of the Transaction not
            inconsistent with this Agreement. The Confirmation, together with
            this Agreement, shall constitute conclusive evidence of the terms
            agreed between Buyer and Seller with respect to the Transaction to
            which the Confirmation relates, unless with



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            respect to the Confirmation specific objection is made promptly
            after receipt thereof. In the event of any conflict between the
            terms of such Confirmation and this Agreement, this Agreement shall
            prevail.

      (c)   In the case of Transactions terminable upon demand, such demand
            shall be made by Buyer or Seller, no later than such time as is
            customary in accordance with market practice, by telephone or
            otherwise on or prior to the business day on which such termination
            will be effective. On the date specified in such demand, or on the
            date fixed for termination in the case of Transactions having a
            fixed term, termination of the Transaction will be effected by
            transfer to Seller or its agent of the Purchased Securities and any
            Income in respect thereof received by Buyer (and not previously
            credited or transferred to, or applied to the obligations of, Seller
            pursuant to Paragraph 5 hereof) against the transfer of the
            Repurchase Price to an account of Buyer.

4.    MARGIN MAINTENANCE

      (a)   If at any time the aggregate Market Value of all Purchased
            Securities subject to all Transactions in which a particular party
            hereto is acting as Buyer is less than the aggregate Buyer's Margin
            Amount for all such Transactions (a "Margin Deficit"), then Buyer
            may by notice to Seller require Seller in such Transactions, at
            Seller's option, to transfer to Buyer cash or additional Securities
            reasonably acceptable to Buyer ("Additional Purchased Securities"),
            so that the cash and aggregate Market Value of the Purchased
            Securities, including any such Additional Purchased Securities, will
            thereupon equal or exceed such aggregate Buyer's Margin Amount
            (decreased by the amount of any Margin Deficit as of such date
            arising from any Transactions in which such Buyer is acting as
            Seller).

      (b)   If at any time the aggregate Market Value of all Purchased
            Securities subject to all Transactions in which a particular party
            hereto is acting as Seller exceeds the aggregate Seller's Margin
            Amount for all such Transactions at such time (a "Margin Excess"),
            then Seller may by notice to Buyer require Buyer in such
            Transactions, at Buyer's option, to transfer cash or Purchased
            Securities to Seller, so that the aggregate Market Value of the
            Purchased Securities, after deduction of any such cash or any
            Purchased Securities so transferred, will thereupon not exceed such
            aggregate Seller's Margin Amount (increased by the amount of any
            Margin Excess as of such date arising from any Transactions in which
            such Seller is acting as Buyer).

      (c)   If any notice is given by Buyer or Seller under subparagraph (a) or
            (b) of this Paragraph at or before the Margin Notice Deadline on any
            business day, the party receiving such notice shall transfer cash or
            Additional Purchased Securities as provided in such subparagraph no
            later than the close of business in the relevant market on such day.
            If any such notice is given after the Margin Notice Deadline, the
            party receiving such notice shall transfer such cash or Securities
            no later than the close of business in the relevant market on the
            next business day following such notice.

      (d)   Any cash transferred pursuant to this Paragraph shall be attributed
            to such Transactions as shall be agreed upon by Buyer and Seller.


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      (e)   Seller and Buyer may agree, with respect to any or all Transactions
            hereunder, that the respective rights of Buyer or Seller (or both)
            under subparagraphs (a) and (b) of this Paragraph may be exercised
            only where a Margin Deficit or Margin Excess, as the case may be,
            exceeds a specified dollar amount or a specified percentage of the
            Repurchase Prices for such Transactions (which amount or percentage
            shall be agreed to by Buyer and Seller prior to entering into any
            such Transactions).

      (f)   Seller and Buyer may agree, with respect to any or all Transactions
            hereunder, that the respective rights of Buyer and Seller under
            subparagraphs (a) and (b) of this Paragraph to require the
            elimination of a Margin Deficit or a Margin Excess, as the case may
            be, may be exercised whenever such a Margin Deficit or Margin Excess
            exists with respect to any single Transaction hereunder (calculated
            without regard to any other Transaction outstanding under this
            Agreement).

5.    INCOME PAYMENTS

      Seller shall be entitled to receive an amount equal to all Income paid or
      distributed on or in respect of the Securities that is not otherwise
      received by Seller, to the full extent it would be so entitled if the
      Securities had not been sold to Buyer. Buyer shall, as the parties may
      agree with respect to any Transaction (or, in the absence of any such
      agreement, as Buyer shall reasonably determine in its discretion), on the
      date such Income is paid or distributed either (i) transfer to or credit
      to the account of Seller such Income with respect to any Purchased
      Securities subject to such Transaction or (ii) with respect to Income paid
      in cash, apply the Income payment or payments to reduce the amount, if
      any, to be transferred to Buyer by Seller upon termination of such
      Transaction. Buyer shall not be obligated to take any action pursuant to
      the preceding sentence (A) to the extent that such action would result in
      the creation of a Margin Deficit, unless prior thereto or simultaneously
      therewith Seller transfers to Buyer cash or Additional Purchased
      Securities sufficient to eliminate such Margin Deficit, or (B) if an Event
      of Default with respect to Seller has occurred and is then continuing at
      the time such Income is paid or distributed.


6.    SECURITY INTEREST

      Although the parties intend that all Transactions hereunder be sales and
      purchases and not loans, in the event any such Transactions are deemed to
      be loans, Seller shall be deemed to have pledged to Buyer as security for
      the performance by Seller of its obligations under each such Transaction,
      and shall be deemed to have granted to Buyer a security Interest in, all
      of the Purchased Securities with respect to all Transactions hereunder and
      all Income thereon and other proceeds thereof.


7.    PAYMENT AND TRANSFER

      Unless otherwise mutually agreed, all transfers of funds hereunder shall
      be in immediately available funds. All Securities transferred by one party
      hereto to the other party (i) shall be in suitable form for transfer or
      shall be accompanied by duly executed instruments of transfer or
      assignment in blank and such other documentation as the party receiving
      possession may reasonably request, (ii) shall be transferred on the
      book-entry system of a Federal Reserve Bank, or (iii) shall be transferred
      by any other method mutually acceptable to Seller and Buyer.


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8.    SEGREGATION OF PURCHASED SECURITIES

      To the extent required by applicable law, all Purchased Securities in the
      possession of Seller shall be segregated from other securities in its
      possession and shall be identified as subject to this Agreement.
      Segregation may be accomplished by appropriate identification on the books
      and records of the holder, including a financial or securities
      intermediary or a clearing corporation. All of Seller's interest in the
      Purchased Securities shall pass to Buyer on the Purchase Date and, unless
      otherwise agreed by Buyer and Seller, nothing in this Agreement shall
      preclude Buyer from engaging in repurchase transactions with the Purchased
      Securities or otherwise selling, transferring, pledging or hypothecating
      the Purchased Securities, but no such transaction shall relieve Buyer of
      its obligations to transfer Purchased Securities to Seller pursuant to
      Paragraph 3, 4 or 11 hereof, or of Buyer's obligation to credit or pay
      Income to, or apply Income to the obligations of, Seller pursuant to
      Paragraph 5 hereof.

REQUIRED DISCLOSURE FOR TRANSACTIONS IN WHICH THE SELLER RETAINS CUSTODY
OF THE PURCHASED SECURITIES

      Seller is not permitted to substitute other securities for those subject
      to this Agreement and therefore must keep Buyer's securities segregated at
      all times, unless in this Agreement Buyer grants Seller the right to
      substitute other securities. If Buyer grants the right to substitute, this
      means that Buyer's securities will likely be commingled with Seller's own
      securities during the trading day. Buyer is advised that, during any
      trading day that Buyer's securities are commingled with Seller's
      securities, they [will]* [may]** be subject to liens granted by Seller to
      [its clearing bank]* [third parties]** and may be used by Seller for
      deliveries on other securities transactions. Whenever the securities are
      commingled, Seller's ability to resegregate substitute securities for
      Buyer will be subject to Seller's ability to satisfy [the clearing]*
      [any]** lien or to obtain substitute securities.

      * Language to be used under 17 C.F.R. B403.4(e) if Seller is a government
      securities broker or dealer other than a financial institution.

      ** Language to be used under 17 C.F.R. B403.5(d) if Seller is a financial
      institution.

9.    SUBSTITUTION

      (a)   Seller may, subject to agreement with and acceptance by Buyer,
            substitute other Securities for any Purchased Securities. Such
            substitution shall be made by transfer to Buyer of such other
            Securities and transfer to Seller of such Purchased Securities.
            After substitution, the substituted Securities shall be deemed to be
            Purchased Securities.

      (b)   In Transactions in which Seller retains custody of Purchased
            Securities, the parties expressly agree that Buyer shall be deemed,
            for purposes of subparagraph (a) of this Paragraph, to have agreed
            to and accepted in this Agreement substitution by Seller of other
            Securities for Purchased Securities; provided, however, that such
            other Securities shall have a Market Value at least equal to the
            Market Value of the Purchased Securities for which they are
            substituted.



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10.   REPRESENTATIONS

      Each of Buyer and Seller represents and warrants to the other that (i) it
      is duly authorized to execute and deliver this Agreement, to enter into
      Transactions contemplated hereunder and to perform its obligations
      hereunder and has taken all necessary action to authorize such execution,
      delivery and performance, (ii) it will engage in such Transactions as
      principal (or, if agreed in writing, in the form of an annex hereto or
      otherwise, in advance of any Transaction by the other party hereto, as
      agent for a disclosed principal), (iii) the person signing this Agreement
      on its behalf is duly authorized to do so on its behalf (or on behalf of
      any such disclosed principal), (iv) it has obtained all authorizations of
      any governmental body required in connection with this Agreement and the
      Transactions hereunder and such authorizations are in full force and
      effect and (v) the execution, delivery and performance of this Agreement
      and the Transactions hereunder will not violate any law, ordinance,
      charter, bylaw or rule applicable to it or any agreement by which it is
      bound or by which any of its assets are affected. On the Purchase Date for
      any Transaction Buyer and Seller shall each be deemed to repeat all the
      foregoing representations made by it.

 11.  EVENTS OF DEFAULT

      In the event that (i) Seller fails to transfer or Buyer fails to purchase
      Purchased Securities upon the applicable Purchase Date, (ii) Seller fails
      to repurchase or Buyer fails to transfer Purchased Securities upon the
      applicable Repurchase Date, (iii) Seller or Buyer fails to comply with
      Paragraph 4 hereof, (iv) Buyer fails, after one business day's notice, to
      comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with
      respect to Seller or Buyer, (vi) any representation made by Seller or
      Buyer shall have been incorrect or untrue in any material respect when
      made or repeated or deemed to have been made or repeated, or (vii) Seller
      or Buyer shall admit to the other its inability to, or its intention not
      to, perform any of its obligations hereunder (each an "Event of Default"):

      (a)   The nondefaulting party may, at its option (which option shall be
            deemed to have been exercised immediately upon the occurrence of an
            Act of Insolvency), declare an Event of Default to have occurred
            hereunder and, upon the exercise or deemed exercise of such option,
            the Repurchase Date for each Transaction hereunder shall, if it has
            not already occurred, be deemed immediately to occur (except that,
            in the event that the Purchase Date for any Transaction has not yet
            occurred as of the date of such exercise or deemed exercise, such
            Transaction shall be deemed immediately canceled). The nondefaulting
            party shall (except upon the occurrence of an Act of Insolvency)
            give notice to the defaulting party of the exercise of such option
            as promptly as practicable.

      (b)   In all Transactions in which the defaulting party is acting as
            Seller, if the nondefaulting party exercises or is deemed to have
            exercised the option referred to in subparagraph (a) of this
            Paragraph, (i) the defaulting party's obligations in such
            Transactions to repurchase all Purchased Securities, at the
            Repurchase Price therefor on the Repurchase Date determined in
            accordance with subparagraph (a) of this Paragraph, shall thereupon
            become Immediately due and payable, (ii) all Income paid after such
            exercise or deemed exercise shall be retained by the nondefaulting
            party and applied to the aggregate unpaid Repurchase Prices and any
            other amounts owing by the defaulting party hereunder, and (iii) the
            defaulting party shall immediately deliver to the nondefaulting
            party any Purchased Securities subject to such Transactions then in
            the defaulting party's possession or control.



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      (c)   In all Transactions in which the defaulting party is acting as
            Buyer, upon tender by the nondefaulting party of payment of the
            aggregate Repurchase Prices for all such Transactions, all right,
            title and interest in and entitlement to all Purchased Securities
            subject to such Transactions shall be deemed transferred to the
            nondefaulting party, and the defaulting party shall deliver all such
            Purchased Securities to the nondefaulting party.

      (d)   If the nondefaulting party exercises or is deemed to have exercised
            the option referred to in subparagraph (a) of this Paragraph, the
            nondefaulting party, without prior notice to the defaulting party,
            may:

            (i)   as to Transactions in which the defaulting party is acting as
                  Seller, (A) immediately sell, in a recognized market (or
                  otherwise in a commercially reasonable manner) at such price
                  or prices as the nondefaulting party may reasonably deem
                  satisfactory, any or all Purchased Securities subject to such
                  Transactions and apply the proceeds thereof to the aggregate
                  unpaid Repurchase Prices and any other amounts owing by the
                  defaulting party hereunder or (B) in its sole discretion
                  elect, in lieu of selling all or a portion of such Purchased
                  Securities, to give the defaulting party credit for such
                  Purchased Securities in an amount equal to the price therefor
                  on such date, obtained from a generally recognized source or
                  the most recent closing bid quotation from such a source,
                  against the aggregate unpaid Repurchase Prices and any other
                  amounts owing by the defaulting party hereunder; and

            (ii)  as to Transactions in which the defaulting party is acting as
                  Buyer, (A) immediately purchase, in a recognized market (or
                  otherwise in a commercially reasonable manner) at such price
                  or prices as the nondefaulting party may reasonably deem
                  satisfactory, securities ("Replacement Securities") of the
                  same class and amount as any Purchased Securities that are not
                  delivered by the defaulting party to the nondefaulting party
                  as required hereunder or (B) in its sole discretion elect; in
                  lieu of purchasing Replacement Securities, to be deemed to
                  have purchased Replacement Securities at the price therefor
                  on such date, obtained from a generally recognized source or
                  the most recent closing offer quotation from such a source.

            Unless otherwise provided in Annex I, the parties acknowledge and
            agree that (1) the Securities subject to any Transaction hereunder
            are instruments traded in a recognized market, (2) in the absence of
            a generally recognized source for prices or bid or offer quotations
            for any Security, the nondefaulting party may establish the source
            therefor in its sole discretion and (3) all prices, bids and offers
            shall be determined together with accrued Income (except to the
            extent contrary to market practice with respect to the relevant
            Securities).

      (e)   As to Transactions in which the defaulting party is acting as Buyer,
            the defaulting party shall be liable to the nondefaulting party for
            any excess of the price paid (or deemed paid) by the nondefaulting
            party for Replacement Securities over the Repurchase Price for the
            Purchased Securities replaced thereby and for any amounts payable by
            the defaulting party under Paragraph 5 hereof or otherwise
            hereunder.

      (f)   For purposes of this Paragraph 11, the Repurchase Price for each
            Transaction hereunder in respect of which the defaulting party is
            acting as Buyer shall not increase above the



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            amount of such Repurchase Price for such Transaction determined as
            of the date of the exercise or deemed exercise by the nondefaulting
            party of the option referred to in subparagraph (a) of this
            Paragraph.

      (g)   The defaulting party shall be liable to the nondefaulting party for
            (i) the amount of all reasonable legal or other expenses incurred by
            the nondefaulting party in connection with or as a result of an
            Event of Default, (ii) damages in an amount equal to the cost
            (including all fees, expenses and commissions) of entering into
            replacement transactions and entering into or terminating hedge
            transactions in connection with or as a result of an Event of
            Default, and (iii) any other loss, damage, cost or expense directly
            arising or resulting from the occurrence of an Event of Default in
            respect of a Transaction.

      (h)   To the extent permitted by applicable law, the defaulting party
            shall be liable to the nondefaulting party for interest on any
            amounts owing by the defaulting party hereunder, from the date the
            defaulting party becomes liable for such amounts hereunder until
            such amounts are (i) paid in full by the defaulting party or (ii)
            satisfied in full by the exercise of the nondefaulting party's
            rights hereunder. Interest on any sum payable by the defaulting
            party to the nondefaulting party under this Paragraph 11(h) shall
            be at a rate equal to the greater of the Pricing Rate for the
            relevant Transaction or the Prime Rate.

      (i)   The nondefaulting party shall have, in addition to its rights
            hereunder, any rights otherwise available to it under any other
            agreement or applicable law.

12.   SINGLE AGREEMENT

      Buyer and Seller acknowledge that, and have entered hereinto and will
      enter into each Transaction hereunder in consideration of and in reliance
      upon the fact that, all Transactions hereunder constitute a single
      business and contractual relationship and have been made in consideration
      of each other. Accordingly, each of Buyer and Seller agrees (i) to perform
      all of its obligations in respect of each Transaction hereunder, and that
      a default in the performance of any such obligations shall constitute a
      default by it in respect of all Transactions hereunder, (ii) that each of
      them shall be entitled to set off claims and apply property held by them
      in respect of any Transaction against obligations owing to them in respect
      of any other Transactions hereunder and (iii) that payments, deliveries
      and other transfers made by either of them in respect of any Transaction
      shall be deemed to have been made in consideration of payments, deliveries
      and other transfers in respect of any other Transactions hereunder, and
      the obligations to make any such payments, deliveries and other transfers
      may be applied against each other and netted.


13.   NOTICES AND OTHER COMMUNICATIONS

      Any and all notices, statements, demands or other communications hereunder
      may be given by a party to the other by mail, facsimile, telegraph,
      messenger or otherwise to the address specified in Annex II hereto, or so
      sent to such party at any other place specified in a notice of change of
      address hereafter received by the other. All notices, demands and requests
      hereunder may be made orally, to be confirmed promptly in writing, or by
      other communication as specified in the preceding sentence.



                                SEPTEMBER 1996 - MASTER REPURCHASE AGREEMENT - 9
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14.   ENTIRE AGREEMENT; SEVERABILITY

      This Agreement shall supersede any existing agreements between the parties
      containing general terms and conditions for repurchase transactions. Each
      provision and agreement herein shall be treated as separate and
      independent from any other provision or agreement herein and shall be
      enforceable notwithstanding the unenforceability of any such other
      provision or agreement.

15.   NON-ASSIGNABILITY; TERMINATION

      (a)   The rights and obligations of the parties under this Agreement and
            under any Transaction shall not be assigned by either party without
            the prior written consent of the other party, and any such
            assignment without the prior written consent of the other party
            shall be null and void. Subject to the foregoing, this Agreement and
            any Transactions shall be binding upon and shall inure to the
            benefit of the parties and their respective successors and assigns.
            This Agreement may be terminated by either party upon giving written
            notice to the other, except that this Agreement shall,
            notwithstanding such notice, remain applicable to any Transactions
            then outstanding.

      (b)   Subparagraph (a) of this Paragraph 15 shall not preclude a party
            from assigning, charging or otherwise dealing with all or any part
            of its interest in any sum payable to it under Paragraph 11 hereof.

16.   GOVERNING LAW

      This Agreement shall be governed by the laws of the State of New York
      without giving effect to the conflict of law principles thereof.


17.   NO WAIVERS, ETC.

      No express or implied waiver of any Event of Default by either party shall
      constitute a waiver of any other Event of Default and no exercise of any
      remedy hereunder by any party shall constitute a waiver of its right to
      exercise any other remedy hereunder. No modification or waiver of any
      provision of this Agreement and no consent by any party to a departure
      herefrom shall be effective unless and until such shall be in writing and
      duly executed by both of the parties hereto. Without limitation on any of
      the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or
      4(b) hereof will not constitute a waiver of any right to do so at a later
      date.


18.   USE OF EMPLOYEE PLAN ASSETS

      (a)   If assets of an employee benefit plan subject to any provision of
            the Employee Retirement Income Security Act of 1974 ("ERISA") are
            intended to be used by either party hereto (the "Plan Party") in a
            Transaction, the Plan Party shall so notify the other party prior to
            the Transaction. The Plan Party shall represent in writing to the
            other party that the Transaction does not constitute a prohibited
            transaction under ERISA or is otherwise exempt therefrom, and the
            other party may proceed In reliance thereon but shall not be
            required so to proceed.



10 - SEPTEMBER 1996 - MASTER REPURCHASE AGREEMENT
<PAGE>   11
      (b)   Subject to the last sentence of subparagraph (a) of this Paragraph,
            any such Transaction shall proceed only if Seller furnishes or has
            furnished to Buyer its most recent available audited statement of
            its financial condition and its most recent subsequent unaudited
            statement of its financial condition.

      (c)   By entering into a Transaction pursuant to this Paragraph, Seller
            shall be deemed (i) to represent to Buyer that since the date of
            Seller's latest such financial statements, there has been no
            material adverse change in Seller's financial condition which Seller
            has not disclosed to Buyer, and (ii) to agree to provide Buyer with
            future audited and unaudited statements of its financial condition
            as they are issued, so long as it is a Seller in any outstanding
            Transaction involving a Plan Party.

19.   INTENT

      (a)   The parties recognize that each Transaction is a "repurchase
            agreement" as that term is defined in Section 101 of Title 11 of
            the United States Code, as amended (except insofar as the type of
            Securities subject to such Transaction or the term of such
            Transaction would render such definition inapplicable), and a
            "securities contract" as that term is defined in Section 741 of
            Title 11 of the United States Code, as amended (except insofar as
            the type of assets subject to such Transaction would render such
            definition inapplicable).

      (b)   It is understood that either party's right to liquidate Securities
            delivered to it in connection with Transactions hereunder or to
            exercise any other remedies pursuant to Paragraph 11 hereof is a
            contractual right to liquidate such Transaction as described in
            Sections 555 and 559 of Title 11 of the United States Code, as
            amended.

      (c)   The parties agree and acknowledge that if a party hereto is an
            "insured depository institution," as such term is defined in the
            Federal Deposit Insurance Act, as amended ("FDIA"), then each
            Transaction hereunder is a "qualified financial contract" as that
            term is defined in FDIA and any rules, orders or policy statements
            thereunder (except insofar as the type of assets subject to such
            Transaction would render such definition inapplicable).

      (d)   It is understood that this Agreement constitutes a "netting
            contract" as defined in and subject to Title IV of the Federal
            Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") and
            each payment entitlement and payment obligation under any
            Transaction hereunder shall constitute a covered contractual payment
            entitlement" or "covered contractual payment obligation",
            respectively, as defined in and subject to FDICIA (except insofar as
            one or both of the parties is not a "financial institution" as that
            term is defined in FDICIA).



20.   DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

      The parties acknowledge that they have been advised that:

      (a)   in the case of Transactions in which one of the parties is a broker
            or dealer registered with the Securities and Exchange Commission
            ("SEC") under Section 15 of the Securities Exchange Act of 1934
            ("1934 Act"), the Securities Investor Protection Corporation has



                               SEPTEMBER 1996 - MASTER REPURCHASE AGREEMENT - 11
<PAGE>   12
      taken the position that the provisions of the Securities Investor
      Protection Act of 1970 ("SIPA") do not protect the other party with
      respect to any Transaction hereunder;

      (b)   in the case of Transactions in which one of the parties is a
            government securities broker or a government securities dealer
            registered with the SEC under Section 15C of the 1934 Act, SIPA will
            not provide protection to the other party with respect to any
            Transaction hereunder; and

      (c)   in the case of Transactions in which one of the parties is a
            financial institution, funds held by the financial institution
            pursuant to a Transaction hereunder are not a deposit and therefore
            are not insured by the Federal Deposit Insurance Corporation or the
            National Credit Union Share Insurance Fund, as applicable.



Merrill Lynch International            Onyx Acceptance Funding Corporation
                                       [Name of Party]

By:                                    By:
   --------------------------             --------------------------------------
Title:                                 Title:
      -----------------------                -----------------------------------
Date:                                  Date:
     ------------------------               ------------------------------------


Merrill Lynch, Pierce, Fenner &
Smith Incorporated acting as Agent
as described in Annex III


By:
   -----------------------------------
Title:
      --------------------------------
Date:
     ---------------------------------


12 - SEPTEMBER 1996 - MASTER REPURCHASE AGREEMENT
<PAGE>   13
ANNEX I

SUPPLEMENTAL TERMS AND CONDITIONS

This ANNEX I forms a part of the Master Repurchase Agreement dated as of May 16,
2000 (the "Agreement") between Merrill Lynch International, as Buyer (the
"Buyer"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), as
Agent, and Onyx Acceptance Funding Corporation, as Seller (the "Seller"). To the
extent that the terms of this Annex I conflict with the terms of the Agreement,
the terms of this Annex I shall control.

In connection with each Purchased Security, the Buyer and the Seller shall enter
into a Letter Agreement setting forth the assumptions used in calculating Market
Value for such Purchased Security and other related terms for such Transaction.
To the extent that the terms of the Letter Agreement conflict with the terms of
the Agreement or Annex I, the Letter Agreement shall control. The terms set
forth in each Letter Agreement are in addition to the terms set forth in the
Agreement and this Annex.

1.    ADDITIONAL DEFINITIONS.

      Capitalized terms used herein and not otherwise defined shall have the
      meanings set forth in the Agreement. Capitalized terms used in the
      Agreement whose definitions are modified in this Annex I shall, for all
      purposes of this Agreement, be deemed to have such modified definitions.

      "Market Value" shall mean the fair market value as determined by Buyer in
      its reasonable business judgment from time to time and at such times as it
      may elect in its sole discretion in accordance with the assumptions set
      forth in the related Letter Agreement.

2.    ADDITIONAL TERMS

      (i)   Buyer's Margin Percentage shall be 223% (which is the percentage
            obtained by dividing 1 by an advance rate of 45%).

      (ii)  All payments and distributions, whether in cash or in kind, made on
            or with respect to the Purchased Securities will, unless otherwise
            agreed by Buyer, be paid, delivered or transferred directly to Buyer
            (or such Affiliate or designee). During the Nine Month Period (as
            defined in the related Letter Agreement) applicable to the related
            Purchased Security, provided that no Event of Default or Excess
            Spread Trigger Event (as defined in the related Letter Agreement)
            has occurred, Buyer may, in its sole discretion, use such Income to
            (a) satisfy a Margin Deficit, under Section 4 of the Agreement, (b)
            reduce the Repurchase Price or (c) satisfy any other amounts due and
            owing to Buyer under the Agreement. Any amounts in excess of the
            amounts in clauses (a), (b) and (c) shall be transferred by Buyer to
            Seller promptly. Following the occurrence and continuation of the
            Excess Spread Trigger Event or Event of Default or after the Nine
            Month Period applicable to the related Purchased Security, Buyer
            shall retain all income. If Seller shall receive any payment or
            distribution on or with respect to the Purchased Securities, it
            shall hold such payment or distribution in trust for the benefit of
            Buyer and shall forward such payment, at the direction of Buyer, to
            be applied by Buyer to the then outstanding obligations.



                                                                              13
<PAGE>   14
      (iii) The aggregate outstanding Repurchase Price for all Purchased
            Securities under this Agreement shall not exceed $20,000,000.

      (iv)  The Purchased Securities shall be registered in the name of Merrill
            Lynch International.

      (v)   Clause (vi) of Paragraph 11 is amended by adding thereto (a) after
            "any representation" the words "or covenant" and (b) after
            "incorrect or untrue" the words "or breached."

      (vi)  Any event of default on the part of Seller under any other agreement
            between Seller and Buyer or any affiliate of Buyer, whether now
            existing or hereafter entered into, shall constitute an Event of
            Default hereunder.

      (vii) The entering into any Transaction hereunder is discretionary on the
            part of both parties and each Security must be acceptable to Buyer
            for purchase hereunder, which determination shall be made by Buyer
            in its sole discretion. Buyer may, in its sole discretion, reject
            any Security from inclusion in a Transaction hereunder for any
            reason.

3.    MODIFICATION OF SECTION 9 OF THE AGREEMENT.

      Section 9 of the Agreement is hereby amended by adding the following
      paragraphs:

      (c) In the case of any Transaction for which the Repurchase Date is other
      than the business day immediately following the Purchase Date and with
      respect to which Seller does not have any existing right to substitute
      substantially the same Securities for the Purchased Securities, Seller
      shall have the right, subject to the proviso in this sentence, upon notice
      to Buyer, which notice shall be given at or prior to 10 am (New York time)
      on such business day, to substitute substantially the same Securities for
      any Purchased Securities; provided, however, that Buyer may elect, by the
      close of business on the business day notice is received, or by the close
      of the next business day if notice is given after 10 am (New York time) on
      such day, not to accept such substitution. In the event such substitution
      is accepted by Buyer, such substitution shall be made by Seller's transfer
      to Buyer of such other Securities and Buyer's transfer to Seller of such
      Purchased Securities, and after substitution, the substituted Securities
      shall be deemed to be Purchased Securities. In the event Buyer elects not
      to accept such substitution, Buyer shall offer Seller the right to
      terminate the Transaction.

      (d) In the event Seller exercises its right to substitute or terminate
      under sub-paragraph (c), Seller shall be obligated to pay to Buyer, by the
      close of the business day of such substitution or termination, as the case
      may be, an amount equal to (A) Buyer's actual cost (including all fees,
      expenses and commissions) of (i) entering into replacement transactions;
      (ii) entering into or terminating hedge transactions; and/or (iii)
      terminating transactions or substituting securities in like transactions
      with third parties in connection with or as a result of such substitution
      or termination, and (B) to the extent Buyer determines not to enter into
      replacement transactions, the loss incurred by Buyer directly arising or
      resulting from such substitution or termination. The foregoing amounts
      shall be solely determined and calculated by Buyer in good faith.

4.    TERMINATION

      Notwithstanding any provisions of Paragraph 15 of the Master Repurchase
      Agreement to the contrary, this Agreement and all Transactions outstanding
      hereunder shall terminate automatically without any requirement for notice
      on the date occurring three hundred sixty four



                                                                              14
<PAGE>   15
       days after the date as of which this Agreement is entered into; provided,
       however, that this Agreement and any Transaction outstanding hereunder
       may be extended by mutual agreement of Buyer and the Seller; and provided
       further, however, that no such party shall be obligated to agree to such
       an extension.

5.    OTHER APPLICABLE ANNEXES.

       In addition to this Annex I and Annex II, the following Annexes (if
       applicable) and any Schedules thereto shall form a part of the Agreement
       and shall be applicable thereunder:

       Annex III
       Annex IV
       Annex V

6.    COUNTERPARTS.

      The Agreement may be executed in any number of counterparts, each of which
      counterparts shall be deemed to be an original, and such counterparts
      shall constitute but one and the same instrument.

Merrill Lynch International            Onyx Acceptance Funding Corporation
By:                                    By:
  ---------------------------------       --------------------------------------
Title:                                 Title:
      -----------------------------          -----------------------------------
Date:                                  Date:
     ------------------------------         ------------------------------------

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Acting as Agent as described in Annex III


By:
   --------------------------------
Title:
      -----------------------------
Date:
     ------------------------------



                                                                              15
<PAGE>   16
ANNEX II

NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES


                              [MERRILL LYNCH LOGO]



               Merrill Lynch, Pierce, Fenner & Smith Incorporated

                             Stephanie S. Wolf, Esq.
                             World Financial Center
                             North Tower, 12th Floor
                             New York, NY 10281-1312
                                 (212) 449-3562

                              RETURN AGREEMENTS TO:

                                 Barbara H. Ross
                                Legal Department
                             World Financial Center
                             North Tower, 12th Floor
                             New York, NY 10281-1312
                              Tel: (212) 449-0105
                               Fax: (212) 449-6993



Name of Party: Onyx Acceptance Funding Corporation

Contact: Don P. Duffy, CFO

Street Address: 27051 Towne Centre Drive, Ste. 200

City, State, Zip Code: Foothill Ranch, CA 92610

Telephone No.: 949-465-3505

Fax No.: 949-465-3992


                                                                              16
<PAGE>   17
ANNEX III

This ANNEX III forms a part of the Master Repurchase Agreement dated as of 5/16,
2000 (the "Agreement") between Merrill Lynch International ("MLI") and Onyx
Acceptance Funding Corporation ("Counterparty"). Capitalized terms used but not
defined in this Annex III shall have the meaning ascribed to them in the
Agreement. In the event of any conflict between the provisions of this Annex and
the Agreement and/or any other Annex, the terms of this Annex shall prevail.

1.    As a broker-dealer registered with the U.S. Securities and Exchange
      Commission ("SEC"), Merrill Lynch, Pierce, Fenner & Smith Incorporated
      ("MLPF&S"), as agent of MLI and Counterparty, will be responsible for (i)
      effecting Transactions hereunder, (ii) issuing all required confirmations
      and statements to MLI and Counterparty, (iii) maintaining books and
      records relating to Transactions as required by SEC regulations, and (iv)
      receiving, delivering and safeguarding Counterparty's funds and any
      securities in connection with Transactions hereunder, in compliance with
      SEC regulations.

2.    MLPF&S is acting in connection with Transactions hereunder solely in its
      capacity as agent for MLI and Counterparty pursuant to instructions from
      MLI and Counterparty. MLPF&S shall have no responsibility or personal
      liability to MLI or Counterparty arising from any failure by MLI or
      Counterparty to make payment, deliver securities, or perform any other
      obligations hereunder, including without limitation obligations to
      transfer margin or collateral, except for MLPF&S's gross negligence or
      willful misconduct in performing its duties as agent hereunder. Each of
      MLI and Counterparty agrees to proceed solely against the other to collect
      or recover any securities or money owing to it or to enforce any of its
      rights in connection with or as a result of Transactions hereunder.

3.    Notwithstanding any provisions of the Agreement, the parties hereby agree
      that any and all notices, demands or communications of any kind relating
      to Transactions hereunder between MLI and Counterparty shall be
      transmitted exclusively through MLPF&S in the manner specified in
      paragraph 13 of the Agreement to the address specified in Annex II to the
      Agreement.

4.    The parties acknowledge and agree that the Agreement shall not govern any
      repurchase transaction between (i) MLPF&S, acting in its individual
      capacity, and Counterparty or (ii) Counterparty and any entity other than
      MLI, regardless of whether MLPF&S is acting as agent for such other
      entity.



                                                                              17