================================================================================
              Incorporated under the laws of the State of Missouri
                           PIONEER FINANCIAL SERVICES
                                      Inc.
                                 Investment Note

Amount $                                                            NO.
       ---------                                                        -----

Registered Owner:
                 ------------------------------------------------------------

For value received, Pioneer Financial Services, Inc. (the "Company") promises to
pay to the Registered Owner or registered assigns the principal amount of _____
___________ dollars ($_________.00) on or prior to the Maturity Date, and to pay
interest thereon at the rate of ______% per annum from the Issue Date hereof, or
from the most recent date to which interest has been paid, all as follows:


   Issue   Principal            Maturity   Interest      Interest     Interest
   Date     Amount     Term       Date       Rate           Due        Payment
   ----     ------     ----       ----       ----           ---        -------


     The  Notes  are  issuable  only as  registered  Notes  without  coupons  in
denominations of one thousand dollars  ($1,000.00) or any multiple thereof.  The
holder of this Note may elect  either:  (i) to have  interest  on the  Principal
Amount compound on each  anniversary of the Issue Date until paid in full on the
Maturity  Date;  (ii) to receive the  Interest  Payment in cash  annually on the
anniversary of the Issue Date; or (iii) if the original Principal Amount of this
Note exceeds ten thousand  dollars  ($10,000.00),  in return for one-half of one
percent (.5%) reduction in the Interest Rate, to receive one-twelfth (1/12)
of the  Interest  Payment in cash  monthly.  Interest  payable  for any month or
portion of a month will be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months.
     Annual Interest  Payments will be made no later than the anniversary of the
Issue Date. Each monthly Interest Payment  installment or portion thereof,  will
be made no later than the last day of each month. Notwithstanding the foregoing,
the Company may elect in its sole and absolute  discretion  to make any interest
payment prior to the date it becomes due without penalty or premium of any kind.
If the term of this Note is not automatically renewed as provided below, payment
of the Principal Amount and any earned but unpaid interest will be made no later
than the Maturity  Date.  At the election of the Company,  such  payments may be
deposited in the United States mail, postage prepaid, addressed to the holder of
this Note at the address  appearing  upon the Note  register  maintained  by the
Registrar  at the close of business  ten (10) days prior to such  payment  date.
Payment of the principal of and interest on this Note will be made at the office
of the Paying Agent in such coin or currency of the United  States of America as
at the time of payment is legal tender for payment of public and private  debts.
In the event that any date on which  principal  of or  interest  on this Note is
payable  is a Saturday  or Sunday or day that is a legal  holiday in the city of
Kansas City,  Missouri or the state of Missouri (a "Legal  Holiday"),  then such
payment will be made on the next  succeeding  day which is not a Legal  Holiday,
without any  interest or other  payment in respect of such delay,  with the same
effect as if made on the date the payment was originally payable.
     This Note will  automatically  renew for  additional  terms,  each equal in
length to the original term,  unless the registered holder has requested payment
in  writing  on or prior to the  twentieth  (20th)  day after a  Maturity  Date.
Interest  for the term of each  renewal  will accrue at the rate  offered at the
time of renewal by the Company on newly  issued Notes of like  denomination  and
maturity.
     All or any portion of this Note is subject to redemption at any time,  upon
notice as provided in the Indenture,  at the election of the Company, at 100% of
the principal amount so called for redemption, together with interest accrued to
the  date  fixed  for  redemption,  payable  on the  surrender  of the  Note for
redemption.  Notes,  or  portions  thereof,  for which  redemption  and  payment
provision is made in accordance  with the Indenture  will cease to bear interest
from and after the date fixed for  redemption.  If this Note is redeemed in part
only, a new Note for the portion not redeemed  will be issued in the name of the
holder on the cancellation of this Note.
      This Note is one of a duly authorized issue of Investment Notes of the
Company (the "Notes") issued under and subject in all respects to the terms of
an Amended and Restated Indenture dated as of December 15, 2004 (the
"Indenture"), between the Company and U.S. Bank National Association, as Trustee
(the "Trustee"). Reference is hereby made to the Indenture and all supplemental
indentures for a statement of the respective rights of the Company, the Trustee,
the agents of the Company and the Trustee and the holders of the Notes. All
capitalized terms used, but not defined, in this Note have the meanings assigned
to them in the Indenture. No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note in the manner herein prescribed.
     As provided in the Indenture, this Note is transferable only on the Note
register maintained by the Registrar, upon surrender of this Note for transfer
at the office of the Registrar, duly endorsed by, or accompanied by a written
instrument of transfer in a form satisfactory to the Company and the Registrar
duly executed by, the registered holder hereof or his attorney duly authorized
in writing, a copy of which authorization must be delivered with any such
instrument of transfer, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. A service fee may be charged to replace a
lost or stolen Note, to transfer this Note or to issue a replacement payment
check. The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
     The Company currently serves as Registrar and Paying Agent for the Notes.
     If this  Note is  issued  in the names of  holders  as joint  tenants,  the
Registrar  may  transfer  or  re-register  the  ownership  of this Note upon the
signature of one such joint tenants, and the Company, the Registrar, the Trustee
and any agent of the Company,  Registrar  or the Trustee  shall not be liable to
the other  joint  tenants  for any  change  of  registration  or other  transfer
effected upon the signature of one of such joint tenants.
     Each  holder of this Note agrees that the  indebtedness  evidenced  by this
Note is  subordinated  in right of  payment,  to the  extent  and in the  manner
provided  in  the  Indenture,  to the  prior  payment  in  full  of  all  Senior
Indebtedness,  whether outstanding on the date hereof or hereafter incurred. The
Indenture generally defines Senior Indebtedness as all outstanding  Indebtedness
for borrowed money (present or future) created,  incurred, assumed or guaranteed
by the Company (and all renewals,  extensions or refundings  thereof),  which is
(i) not  expressly  subordinate  or  junior  to any  other  Indebtedness  of the
Company;  (ii) which is  expressly  subordinate  and junior to the  Indebtedness
described  in clause (i) but not to any other  Indebtedness  of the  Company and
(iii) which is expressly subordinate and junior to the Indebtedness described in
clauses (i) and (ii) but not to any other Indebtedness of the Company.
     If an  Event  of  Default,  as  defined  in the  Indenture,  occurs  and is
continuing,  the principal of and accrued  interest on all Notes may be declared
due and payable in the manner and with the effect provided in the Indenture. The
Indenture generally provides that an Event of Default occurs if: (i) the Company
fails to pay any installment of interest on a Note when the same becomes due and
payable  and the  failure to pay  continues  for a period of ten (10) days after
receipt of written  notice from the holder of the Note or the Trustee;  (ii) the
Company  fails to pay the  principal  of any Note when the same  becomes due and
payable at  maturity,  upon  redemption  or  otherwise,  and the  failure to pay
continues for a period of ten (10) days after receipt of written notice from the
holder of the Note or the Trustee;  (iii) the Company becomes subject to certain
events of bankruptcy or insolvency; or (iv) the Company fails to comply with any
of its other  agreements in, or the provisions of, the Note or the Indenture and
such failure is not cured or waived  within sixty (60) days after receipt by the
Company of a specific written notice from the Trustee or the holders of at least
a majority in principal amount of the then outstanding Notes.
     As permitted in the  Indenture,  the  Indenture,  other than  subordination
provisions, may be amended and the rights and obligations of the Company and the
rights of the holders of the Notes under the  Indenture  modified at any time by
the  Company  with the  consent of the  Trustee  and  holders  of a majority  in
principal amount of the then outstanding  Notes. The Company and the Trustee may
not modify the  Indenture  without the  consent of each  holder  affected if the
modification  (i)  affects  the terms of payment  of, the  principal  of, or any
interest on, any Note;  (ii) changes the  percentage of Note holders who consent
to a waiver  or  modification  as  required;  (iii)  affects  the  subordination
provisions of the Indenture in a manner that adversely  affects the right of any
holder;  or (iv) waives any Event of Default in the payment of principal  of, or
interest on, any Note.
     As  permitted  by the  Indenture,  the Trustee and holders of a majority in
principal amount of the then outstanding  Notes, on behalf of the holders of all
Notes,  may waive  compliance  by the Company  with  certain  provisions  of the
Indenture and certain past defaults under the Indenture and their  consequences,
except an Event of Default in the  payment of  principal  or of  interest on the
Notes.
     [References hereby made to the further provisions of this Note set forth on
the reverse side hereof,  which further  provisions  shall for all purposes have
the effect as if set forth in this  place.]
     This Note,  including the validity hereof,  will be construed in accordance
with and governed by the laws of the state of Missouri.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed.

                                                PIONEER FINANCIAL SERVICES, INC.
                                                Kansas City, Missouri

Attest                                       By:
      -----------------------                   --------------------------------
                                                     (Authorized Officer)

================================================================================

<PAGE>

        This certificate is transferable only on the books of and by any
           joint tenant presenting the original Note at the Office of
                        Pioneer Financial Services, Inc.
                            4700 Belleview, Suite 300
                        Kansas City, Missouri 64112-1359



The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                                <C>
        TEN COM  - as tenants in common            UNIF GIFT MIN ACT-__________________Custodian_____________
        TEN ENT  - as tenants by the entireties                          (Cust)                     (Minor)
        JT TEN   - as joint tenants with right of                    under Uniform Gifts to Minors Act of________________
                   survivorship and not as tenants                                                           (State)
                   in common
        TOD      - transfer on death direction in
                   event of owner's death, to
                   person named on face subject
                   to TOD rules referenced
     Additional abbreviations may also be used though not in the above list.
</TABLE>



CERTIFICATE TRANSFERS AND
REDEMPTIONS
FOR VALUE RECEIVED the undersigned hereby:

[_]  Sells, assigns and transfers unto
                                      ------------------------------------------
                                      (Name and Address of Assignee, Including
                                       Zip Code, Must Be Printed or Typewritten)


                                      ------------------------------------------
                                      the within Certificate, and all rights
                                      thereunder, hereby irrevocably
                                      constituting and appointing William D.
                                      Sullivan (or Don Heriford) Attorney to
                                      transfer said Certificate on the books of
                                      the registrar, with full power of substi-
                                      tution in the premises.

                                      _____________________ Please Insert Social
                                                            Security or Other
                                                            Identifying Number
                                                            of New Owner


[_]  Permanently Changes the Name(s)  OLD NAME (Registration):__________________
     or Registration
                                      NEW NAME (Registration):__________________

[_]  Surrendering the Certificate     Please Send Check to:_____________________
     At Maturity for Payment



DATED:
      -----------------------

X
 -------------------------------------------
                 Registered Owner
X
 -------------------------------------------
                 Registered Owner


                                               Subscribed and sworn to before me
                                               this ___ day of __________ 20___.

                                               ___________________________(SEAL)

X                                              Notary Public My Commission
 -------------------------------------------   Expires__________________________


NOTICE: The signature must correspond with the name as it appears upon the face
of the Certificate in every particular, without alteration or enlargement or any
change whatever.