Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.1






ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE
AGREEMENT is entered into as of December 24, 2007, by and between AGM, LLC,
a Delaware limited liability company (“Seller”) and TEXAS AUTO CREDIT,
INC., a Florida corporation (“Buyer”), and sets forth the terms and
conditions whereby the Seller agrees to sell and the Buyer agrees to purchase
the Transferred Assets (as such term is hereinafter defined).

W I T N E S S E T H:

     WHEREAS, Seller has
acquired and as of the date hereof owns the Transferred Assets and the OCCC
License; and

     WHEREAS, Seller has agreed
to sell to the Buyer, and Buyer has agreed to purchase from Seller, the
Transferred Assets and the OCCC License pursuant to the terms of this
Agreement.

     NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants set forth herein, the
parties agree as follows:

1.      DEFINITIONS.

     As used in this Agreement
(including in the preamble and recitals above), the following terms have the
following definitions:

     “Agreement” means this
Asset Purchase Agreement, including all exhibits and schedules hereto, as the
same may be amended or supplemented from time to time in accordance with its
terms.

     “Agreement to Operate”
means that certain Agreement to Operate dated as of the date hereof by and
between Seller and Buyer.

     “Closing” means the
closing of the purchase and sale of the Transferred Assets pursuant to this
Agreement.

     “Closing Date”
means the date on which the Closing occurs.

     “Collections” means all
payments, proceeds and/or awards, actually received by the Seller in respect of
the Contract(s) in the form received, including payments made in cash and by
check.

     “Collateral Document”
means the certificates of title and/or lienholders notices and/or filings (if
any) providing the perfection of the Former Owner’s, Consignee’s and/or Seller’s
lien in the vehicle sold to the Obligor in connection with each Contract.

     “Consignee” means Auto
Underwriters Finance Company, Inc., a Texas corporation and its affiliates.




     “Contract(s)” means each
retail installment contract, loan agreement, note and/or security agreement
evidencing indebtedness as listed on Schedule A, together with all
documents and agreements delivered in connection therewith, including, without
limitation, all service agreements, representations and warranties and
modifications, restructurings, extensions, consolidations and amendments
thereof.

     “Existing
Custodian” means CAR Financial Services, Inc.

     “Former Owner” means,
individually and collectively, the entities from whom the Seller acquired the
Loans and Motor Vehicle Inventory pursuant to a foreclosure sale. 

     “Future Collateral
Document” means the certificates of title and/or lienholders notices and/or
filings (if any) providing the perfection of the Former Owner’s, Consignee’s
and/or Seller’s lien in the vehicle sold to the Obligor in connection with each
Future Contract.

     “Future Contract(s)” means
each retail installment contract, loan agreement, note and/or security agreement
evidencing indebtedness for purchase of automobiles and light trucks owned by
Seller and identified to Buyer prior to the date hereof as Autostar lot codes
5400, 6600 and 9000, together with all documents and agreements delivered in
connection therewith, including, without limitation, all service agreements,
representations and warranties and modifications, restructurings, extensions,
consolidations and amendments thereof.

     “Future Loans” means the
outstanding loan obligations and debts evidenced by the Future Contracts, and
includes (a) the Future Contracts; (b) all rights to payment and other rights,
title and interests of the Seller in, to and under the Future Contracts,
specifically including, all accrued interest; (c) each Future Collateral
Document applicable to the Future Loans; (d) all rights, title, interests,
powers, liens or security interests of the Seller in, to or under each Future
Collateral Document applicable to the Future Contracts; (e) any right, claim or
cause of action, and any liability or counterclaim associated therewith, arising
out of or in connection with litigation pending, if any; (f) any judgment or
execution based upon the Future Contracts or any Future Collateral Document, to
the extent attributable thereto, and any lien arising from any such judgment or
execution; and (h) all other documents held by Seller contained in the Review
File with respect to the Loans.

     “Future Loan Purchase
Price” means an amount to negotiated in good faith between Buyer and Seller,
which Future Loan Purchase price shall in any event be not less than
$1,000,000.

     “Future Review File” means
all instruments and documents, in the files of the Seller pertaining to the
Future Loans, including without limitation, the Future Contracts and any Future
Collateral Documents and any loan or inventory summaries prepared by or on
behalf of the Seller, but excluding any documents prepared by or for the use of
Seller regarding the valuation of the Future Loans.

     “Governmental Authority”
means any government or any agency, bureau, commission, court, department,
official, political subdivision, tribunal or other instrumentality of any
government, whether federal, state or local, domestic or foreign.

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     “Laws” means all
applicable laws (including common law), statutes, rules, codes, ordinances or
any requirement of any Governmental Authority.

     “Lenders” has the meaning
assigned to that term in that certain Loan and Security Agreement dated as of
July 19, 2006 between TSM Holdings, Ltd., a Texas limited Partnership, Ranger
Credit Company, LLC, Ranger Credit Partners II, Ltd, Design Extended Service,
Ltd, George C. McIngvale, Jr., Debora McIngvale, the lenders from time to time
party thereto, and Seller, as administrative agent for the benefit of such
lenders.

     “Loans” means the
outstanding loan obligations and debts evidenced by the Contract(s) and
described on Schedule A hereto, and includes (a) the Contracts; (b) all
rights to payment and other rights, title and interests of the Seller in, to and
under the Contracts, specifically including, all accrued interest; (c) each
Collateral Document applicable to the Loans; (d) all rights, title, interests,
powers, liens or security interests of the Seller in, to or under each
Collateral Document; (e) all Collections received by the Seller on or after the
effectiveness of the Closing pursuant to Section 2(d) hereof (but only to the
extent actually collected in good funds, and excluding any Collections received
by the Consignee for the benefit of Seller prior to the effectiveness of the
Closing but not remitted to the Seller until after the Closing) ; (f) any right,
claim or cause of action, and any liability or counterclaim associated
therewith, arising out of or in connection with litigation pending, if any; (g)
any judgment or execution based upon the Contracts or any Collateral Document,
to the extent attributable thereto, and any lien arising from any such judgment
or execution; and (h) all other documents held by Seller contained in the Review
File with respect to the Loans.

     “Motor Vehicle
Inventory” means the passenger cars and light trucks described on
Schedule B hereto.

     “New Custodial Agreement”
means a Custodial Agreement to be executed by and among Buyer, SWC Services LLC,
as administrative agent for certain lender parties and the New Custodian.

     “New Custodian” means CAR
Financial Services, Inc., in its capacity as the “Custodian” under that certain
New Custodial Agreement. 

     “Obligor” means the maker,
co-maker of the Contracts and any guarantor, surety or other primary, secondary
or other party obligated with respect to the Loans or any performance or payment
obligation in connection therewith, and any other party who has granted
collateral for or whose property or any part thereof is subject to any
encumbrance securing the Loans or any performance or payment obligation in
connection therewith

     “OCCC” means
the Texas Office of the Consumer Credit Commissioner.

     “OCCC License” means that
certain Motor Vehicle Sales Finance License (License No. 12391-51449) issued by
the OCCC to Seller under Chapter 348 of the Texas Finance Code.

     “Order” means any decree,
injunction, judgment, order, ruling or writ of any Governmental Authority.

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     “Purchase
Price” has the meaning assigned to that term in Section 3.

     “Review File” means all
instruments and documents, in the files of the Seller pertaining to the Loans
and Motor Vehicle Inventory, including without limitation, the Contracts and any
Collateral Documents and any loan or inventory summaries prepared by or on
behalf of the Seller, but excluding any documents prepared by or for the use of
Seller regarding the valuation of the Loans or Motor Vehicle Inventory.

     “Transaction Documents”
means this Agreement and the Agreement to Operate, together with all other
agreements, instruments or documents entered into or executed in connection
herewith or therewith, in each case, as amended, supplemented or otherwise
modified from time to time.

     “Transferred
Assets” means the Loans and the Motor Vehicle Inventory.

     “UCC” means the Uniform
Commercial Code as in effect from time to time in the State of Illinois. Section
references herein with respect to the UCC are to Article 9 of the Uniform
Commercial Code as in effect from time to time in the State of Illinois.

2.      PURCHASE AND SALE.

          (a)
Purchase and Sale of the Transferred Assets. Subject to the terms and
conditions of this Agreement, on the Closing Date, Seller shall sell, transfer
and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of
the Transferred Assets. Title to and ownership of the Transferred Assets shall
be vested in the Buyer on the Closing Date following Seller’s receipt of the
Purchase Price.

          (b)
Assumption of Liabilities. Except with respect to obligations and
liabilities under the Contracts acquired from Seller pursuant hereto, which
obligations Buyer hereby expressly assumes, or as otherwise expressly set forth
herein, Buyer does not and will not assume any obligation or liability of the
Seller hereby.

          (c)
Transfer of Transferred Asset Documentation. Promptly following the
execution and delivery of the New Custodian Agreement, Seller shall (i) promptly
deliver all Contracts and other components of the Review File in the possession
of Seller (including originals to the extent in Seller’s possession) to the New
Custodian on behalf of the Buyer, and (ii) direct the Existing Custodian to
promptly deliver all Contracts and other components of the Review File in the
possession of the Existing Custodian (including originals, to the extent in
Existing Custodian’s possession) to the New Custodian on behalf of the Buyer
(the foregoing, collectively, the “Closing Documents”). 

          (d)
Effective Time of Closing. The Closing shall be effective as of 2:30 p.m.
central time on the Closing Date.

          (e)
Transfer of OCCC License. Subject to the terms and conditions of this
Agreement, Seller shall transfer and assign to Buyer, and Buyer shall acquire
from Seller, the OCCC License, provided that such transfer and assignment
shall occur only following the (i) the Closing of the purchase and sale of the
Transferred Assets pursuant hereto and (ii) the receipt by 

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Seller of evidence satisfactory to Seller of the approval of
the OCCC to the transfer of the OCCC License to Buyer pursuant to the terms
hereof. The Seller shall have no liability or responsibility to Buyer to cause
the transfer of the OCCC License in the event such transfer is not approved by
the OCCC. Buyer covenants and agrees with Seller that Buyer shall, within five
(5) Business Days after the date hereof, submit a properly completed application
to the OCCC for (i) the issuance of a Motor Vehicle Sales Finance License under
Chapter 348 of the Texas Finance Code and (ii) the transfer of the OCCC License
from Seller to Buyer, and shall provide Seller with a copy of such application
as well as copies of any correspondence with the OCCC with respect to such
application promptly after receipt thereof. Buyer shall use its best efforts to
cause the OCCC to (i) issue a Motor Vehicle Sales Finance License under Chapter
348 of the Texas Finance Code and/or (ii) consent to the transfer of the OCCC
License from Seller to Buyer. The obligation of Seller to transfer the OCCC
License to Buyer pursuant hereto shall terminate on June 24, 2008 in the event
such transfer has not been approved by the OCCC on or before such date.

3.      PURCHASE PRICE. The
purchase price for the Transferred Assets (and, subject to the prior approval of
the OCCC, the transfer of the OCCC License) shall be Sixteen Million and No/100
Dollars ($16,000,000) (the “Purchase Price”), such purchase price to be
paid in cash by Buyer to Seller on the Closing Date.

4.      DELIVERIES.

          (a)
Deliveries by Seller. At the Closing, Seller shall deliver, or cause to
be delivered, to Buyer the following:

    
(i) an executed transfer statement substantially in the form of
Schedule C hereto;

    
(ii) the Agreement to Operate, duly executed by Seller; and

    
(iii) such other instruments or documents as Buyer reasonably may
request to fully evidence the transfer of the Transferred Assets and to confer
upon Buyer the benefits contemplated by this Agreement.

          (b)
Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be
delivered, to Seller the following:

    
(i) Purchase Price: The Purchase Price, paid to Seller in good
and available funds to such account as Seller may designate to Buyer at the time
of the Closing.

    
(ii) Agreement to Operate. The Agreement to Operate, duly
executed by Buyer;

    
(iii) Secretary’s Certificates; Resolutions of Buyer: A
certificate from the Secretary of Buyer attesting to following: (x) the
incumbency of the officers of Buyer signing the Transaction Documents, (y) the
Buyer’s organizational documents, and (z) the resolutions of Buyer’s Board of
Directors authorizing the execution, delivery, and 

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performance of this Agreement and the
other Transaction Documents to which Buyer is a party; and

    
(iv) Good Standing Certificate: A Good Standing Certificate (or
the local equivalent) for Buyer from the Secretary of State of the State of
Florida.

5.      TERMS OF SALE.

          (a)
THE SOLE REPRESENTATIONS AND WARRANTIES MADE BY SELLER TO BUYER ARE SET FORTH IN
SECTION 6 OF THIS AGREEMENT.

          (b)
IN ADDITION TO THE LIMITATION ON REPRESENTATIONS AND WARRANTIES IN THE PRECEDING
SECTION 5(a), THE TRANSFERRED ASSETS AND OCCC LICENSE ARE BEING SOLD TO BUYER
HEREUNDER “AS-IS, WHERE-IS”, WITHOUT RECOURSE TO SELLER, AND NONE OF SELLER, ANY
LENDER, OR ANY OFFICERS, AFFILIATES, DIRECTORS, MANAGERS, EMPLOYEES, ATTORNEYS,
AGENTS OR REPRESENTATIVES OF SELLER OR ANY LENDER HAS MADE OR SHALL BE DEEMED TO
HAVE MADE ANY GUARANTY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
THE TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE IN THIS DISPOSITION, OR TO
VALUE, CONDITION, DESIGN, MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR
PURPOSE OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE
TRANSFERRED ASSETS OR THE OCCC LICENSE OR AS TO THE ABSENCE OF LATENT OR OTHER
DEFECTS, WHETHER OR NOT DISCOVERABLE AND WHETHER KNOWN OR UNKNOWN, OR AS TO ANY
OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO
ANY OF THE TRANSFERRED ASSETS OR THE OCCC LICENSE (INCLUDING, WITHOUT
LIMITATION, ANY REPRESENTATION OR WARRANTY RELATING TO (I) THE ASSIGNABILITY OR
TRANSFERABILITY OF ANY OF THE CONTRACTS OR COLLATERAL DOCUMENTS CONSTITUTING A
PART OF THE TRANSFERRED ASSETS OR THE OCCC LICENSE ITSELF, (II) THE EXISTENCE ON
THE CLOSING DATE OF ANY SPECIFIC ITEMS CONSTITUTING THE TRANSFERRED ASSETS OR
THE QUANTITY OR QUALITY THEREOF, (III) THE VALUE OR CONDITION OF ANY OF THE
TRANSFERRED ASSETS, OR ANY MOTOR VEHICLES SECURING THE LOANS OR THE EXISTENCE,
SUFFICIENCY OR PERFECTION OF ANY LIEN SECURING THE PAYMENT OF ANY LOAN, (IV) THE
COLLECTABILITY OF ANY LOAN), ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND
EXTINGUISHED, AND BUYER HEREBY WAIVES ALL WARRANTIES, GUARANTEES, RIGHTS AND
REMEDIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY OBLIGATION OR
LIABILITY OF SELLER OR ANY LENDER WITH RESPECT TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
OF DEALING, USAGE OF TRADE, ANY IMPLIED WARRANTY OF FITNESS AND ANY DIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, WHETHER OR NOT
ARISING FROM THE NEGLIGENCE OF SELLER OR ANY LENDER, AND ANY RISKS WITH RESPECT


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THERETO ARE HEREBY ASSUMED BY BUYER. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SELLER DOES NOT REPRESENT, WARRANT OR INSURE THE
ACCURACY, SUFFICIENCY OR COMPLETENESS OF ANY INFORMATION OR ITS SOURCES OF
INFORMATION CONTAINED IN THE REVIEW FILE, THE COLLATERAL DOCUMENTS, THE
CONTRACT(S) OR THE LOANS (WHETHER CONTAINED IN ORIGINALS, DUPLICATE ORIGINALS,
COPIES, OR MAGNETIC MEDIA, INCLUDING COMPUTER TAPES AND DISKS), INCLUDING
WITHOUT LIMITATION ANY REPORTS OR OTHER INFORMATION PREPARED BY ACCOUNTANTS,
ENGINEERS, APPRAISERS, ENVIRONMENTAL CONSULTANTS OR OTHER PROFESSIONALS.


6.      REPRESENTATIONS AND
WARRANTIES OF SELLER. 

     Seller hereby
represents and warrants to Buyer as follows:

         
(a) Organization; Authorization. Seller is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware and has the requisite limited liability company power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement have been
duly authorized by all necessary limited liability company action of Seller.
This Agreement has been duly and validly executed by Seller and constitutes a
legal, valid and binding obligation of Seller, enforceable against it in
accordance with its terms.

          (b)
No Conflict. Neither the execution and delivery of this Agreement nor the
consummation of any or all of the transactions contemplated hereby will (i)
violate the certificate or articles of formation or operating agreement (or
other governing instrument) of Seller, (ii) violate, be in conflict with, or
constitute a default under, or require the consent of any third party to, any
material contract or other agreement to which Seller is a party; or (iii) to the
knowledge of Seller, violate any statute, law or regulation of any Governmental
Authority applicable to Seller.

          (c)
Agent’s Authority. Seller has all necessary power and authority to act as
agent for the Lenders in connection with Seller’s execution and delivery of this
Agreement and the performance of its obligations hereunder. The Seller’s
execution, delivery and performance of this Agreement have been duly authorized
by all the Lenders.

          (d)
Brokers; Agents. Seller has not defaulted with any agent, finder, broker
or other representative in any manner which could result in Buyer being liable
for any fee or commission in the nature of a finder’s fee or originator’s fee in
connection with the subject matter of this Agreement.

          (e)
Transfer Free of Liens. The transfer of the Transferred Assets and the
OCCC License to Buyer provided in this Agreement will transfer to Buyer all of
the Seller’s right, title and interest in the Transferred Assets and the OCCC
License free and clear of any security interest or other liens or encumbrances
save and except any liens or encumbrances created by Buyer (including, without
limitation, the lien and security interest of SWC Services LLC and the Seller,
in their respective capacities as “Administrative Agent” and “Additional 

7




Collateral Agent” under that certain Second Amended and
Restated Loan & Security Agreement dated as of the date hereof between
Buyer, certain of its affiliates, such “Administrative Agent” and “Additional
Collateral Agent” and the lenders from time to time party thereto). 

     Except as specifically set forth
in this Section 6, Seller makes no representations or warranties of any kind to
Buyer. Seller shall be liable to Buyer for any losses incurred by Buyer due to a
breach of any of Seller’s representations or warranties contained in this
Section 6; provided that Buyer agrees that Seller’s liability in the event that
any representation or warranty of Seller is breached shall not, in any event,
exceed the Purchase Price. 

7.      REPRESENTATIONS AND
WARRANTIES OF BUYER. 

     Buyer represents and
warrants to Seller as follows:

          (a)
Organization of Buyer; Authorization. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida and has the requisite corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. The execution,
delivery and performance of this Agreement have been duly authorized by all
necessary corporate action of Buyer. This Agreement has been duly and validly
executed by Buyer and constitutes a legal, valid and binding obligation of
Buyer, enforceable against it in accordance with its terms.

          (b)
No Conflict as to Buyer. Neither the execution and delivery of this
Agreement nor the consummation of any or all of the transactions contemplated
hereby will (i) violate the certificate or articles of incorporation or by-laws
(or other governing instrument) of Buyer; (ii) violate, be in conflict with, or
constitute a default under, or require the consent of any third party to, any
material contract or other agreement to which Buyer is a party; or (iii) to the
knowledge of Buyer, violate any statute, law or regulation of any Governmental
Authority applicable to Buyer.

          (c)
Brokers; Agents. Buyer has not dealt with any agent, finder, broker or
other representative in any manner which could, solely as a result of action by
Buyer, result in Seller being liable for any fee or commission in the nature of
a finder’s fee or originator’s fee in connection with the subject matter of this
Agreement.

          (d)
Decision to Purchase. Buyer’s bid and decision to purchase the Loans and
Motor Vehicle Inventory is based upon its own comprehensive review and
independent expert evaluation and analysis of the Review File and other
materials deemed relevant by Buyer and its agents. Buyer has made such
independent investigation as Buyer deems to be warranted into the nature, title,
attachment, perfection, priority, validity, enforceability, legality,
collectability, and value of the Loans and Motor Vehicle Inventory, the title,
condition and value of any collateral securing the Loans, the market conditions,
regulatory environment, and other characteristics of the places where any such
collateral is located, and all other facts it deems material to the purchase of
the Loans or Motor Vehicle Inventory.

          (e)
No Reliance. In entering into this Agreement and the other Transaction
Documents, Buyer has not relied upon any oral or written information from the
Seller, the Lenders, Existing Custodian, Cornerstone Finance, or any of their
respective officers, employees, 

8




members, shareholders, agents, attorneys, representatives or
affiliates, other than the limited express representations and warranties of the
Seller contained herein. Buyer acknowledges that no officer, employee, member,
shareholder, agent, attorney, representative or affiliate of the Seller, the
Lenders, Existing Custodian, or Cornerstone Finance has been authorized to make,
and that the Buyer has not relied upon, any statements, representations or
warranties other than those specifically contained in this Agreement

     Buyer shall be liable to Seller
for any losses incurred by Seller due to a breach of any of Buyer’s
representations or warranties contained in this Section 7; provided that Seller
agrees that Buyer’s liability in the event that any representation or warranty
of Buyer is breached shall not, in any event, exceed the Purchase Price.

8.      CONDITIONS TO BUYER’S
OBLIGATION TO EFFECT CLOSING.

     Buyer shall not be obligated to
effectuate the Closing unless each of the following conditions, any one or more
of which may be waived by Buyer, are satisfied as of the Closing Date:

          (a)
Representations and Warranties and Covenants. (i) The representations and
warranties of Seller set forth in this Agreement shall be true and correct in
all material respects as of the Closing Date, and (ii) Seller shall have
performed and complied in all material respects with the agreements contained in
this Agreement required to be performed and complied with by Seller on or before
the Closing.

          (b)
Seller Deliveries. Seller shall have satisfied all of its delivery
requirements under Section 4(a) above.

          (c)
No Litigation. As of the Closing Date, Buyer shall not have received any
notice of any action, suit, claim, litigation or proceeding (whether initiated
or threatened) relating in any manner to the sale of the Transferred Assets
hereunder, including any such action, suit, claim, litigation or proceeding
(whether initiated or threatened) which questions the validity of the
transactions contemplated hereunder and under the Transaction Documents or the
commercial reasonableness of the sale contemplated by this Agreement.

     Buyer’s payment of the Purchase
Price shall be deemed to evidence Buyer’s agreement that all conditions set
forth in this Section 8 are satisfied. 

9.      CONDITIONS TO SELLER’S
OBLIGATION TO EFFECT CLOSING.

     Seller shall not be obligated to
effectuate the Closing unless each of the following conditions, any one or more
of which may be waived by Seller, are satisfied as of the Closing Date:

          (a)
Representations and Warranties. (i) The representations and warranties of
Buyer set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date and (ii)
Buyer shall have performed and complied 

9




in all material respects with the agreements contained in this
Agreement required to be performed and complied with by Buyer on or before the
Closing.

          (b)
Buyer Deliveries. Buyer shall have satisfied all of its delivery
requirements under Section 4(b) above.

          (c)
Receipt of Purchase Price. Seller shall have received the Purchase Price
from the Buyer.

          (d)
No Litigation. As of the Closing Date, Seller shall not have received any
notice of any action, suit, claim, litigation or proceeding (whether initiated
or threatened) relating in any manner to the sale of the Transferred Assets
hereunder, including any such action, suit, claim, litigation or proceeding
(whether initiated or threatened) which questions the validity of the
transactions contemplated hereunder and under the Transaction Documents or the
commercial reasonableness of the sale contemplated by this Agreement.

10.      COVENANTS TO BE PERFORMED
FOLLOWING THE CLOSING.

     From and after the effectiveness
of the Closing the Seller agrees to promptly remit to the Buyer (or to SWC
Services LLC, in their capacity as “Administrative Agent” under that certain
Second Amended and Restated Loan & Security Agreement dated as of the date
hereof between Buyer, certain of its affiliates, such “Administrative Agent” and
“Additional Collateral Agent” and the lenders from time to time party thereto,
for application to the Indebtedness (as defined in such Second Amended and
Restated Loan and Security Agreement) any Collections actually received by
Seller in respect of the Transferred Assets, including, without limitation, any
Collections remitted to Seller from Consignee, provided, that any Collections
received for the benefit of the Seller prior to the effectiveness of the Closing
but not remitted to Seller under after the effectiveness of the Closing shall be
permitted to be retained by the Seller. THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT, OTHER THAN AS SET FORTH IN THE PRECEDING SENTENCE, FROM AND AFTER THE
CLOSING, THE SELLER SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO THE BUYER OR
ANY OTHER PERSON TO PURSUE COLLECTION OR PAYMENT ON THE LOANS FROM APPLICABLE
OBLIGORS OR OTHERWISE, AND THAT BUYER SHALL HAVE THE SOLE RESPONSIBILITY TO
PURSUE COLLECTION AND PAYMENT ON THE LOANS FROM APPLICABLE OBLIGORS OR
OTHERWISE.

11.      AGREEMENT TO OPERATE;
INDEMNITY.

Seller shall not incur or be responsible for any liability or
obligation relating to or arising from the Buyer’s operation of its Business (as
defined in the Agreement to Operate) from and after the date hereof.
Notwithstanding Seller’s acceptance of responsibility to the OCCC and the
Buyer’s customers for the acts of the Buyer pursuant to Section 2 of the
Agreement to Operate, Buyer hereby agrees that Buyer shall indemnify and hold
Seller harmless from and against any and all claims, liabilities, obligations,
losses, damages, penalties, fines, actions, judgments, suits, costs, expenses or
disbursements actually incurred of any kind or nature whatsoever in any way
relating to or arising out of the Agreement to Operate (including, without
limitation, liability of the Seller to the OCCC or the Buyer’s customers
pursuant to Section 2 thereof), the Buyer’s operation of its Business
(including, without limitation, actions and omissions of Buyer in 

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respect of the Transferred Assets), or any action taken or
omitted by Seller, or any of its officers, directors, employees or agents
(including accountants, attorneys or other professionals hired by Seller) under
the Agreement to Operate, except to the extent such indemnified matters are
finally found by a court of competent jurisdiction to be caused by Seller’s
gross negligence or willful misconduct. The rights of Seller and the indemnity
obligations of Buyer hereunder shall survive the termination of this Agreement
and/or the Agreement to Operate.

12.      MISCELLANEOUS.

          (a)
Notices. All notices, requests, demands, consents and other
communications required or permitted under this Agreement shall be in writing
and shall be considered to have been duly given when (i) delivered by hand, (ii)
sent by telecopier (with receipt confirmed), provided that a copy is mailed (on
the same date) by certified or registered mail, return receipt requested,
postage prepaid, or (iii) received by the addressee, if sent by Express Mail,
Federal Express or other express delivery service (receipt requested), in each
case to the appropriate addresses and telecopier numbers set forth below (or to
such other addresses and telecopier numbers as a party may from time to time
designate as to itself by notice similarly given to the other party in
accordance herewith). A notice of change of address shall not be deemed given
until received by the addressee.

	 	If to Buyer, to it at:
    
	 	 	 
	 	 	Texas Auto Credit, Inc. 
	 	 	7405 Tamiami Trail 
	 	 	Sarasota, FL 34243 
	 	 	Attention: Stanton C. Heintz 
	 	 	Facsimile: (941) 308-2718 
	 	 	 
	 	If to Seller, to it at:
    
	 	 	 
	 	 	AGM, LLC 
	 	 	1033 Skokie Boulevard 
	 	 	Suite 620 
	 	 	Northbrook, Illinois 60062 
	 	 	Attention: Greg Bell 
	 	 	Facsimile: (847) 504-1554 


          (b)
Entire Agreement. This Agreement and the instruments, agreements,
exhibits and other documents contemplated hereby supersede all prior discussions
and agreements between the parties with respect to the matters contained herein
and this Agreement and the instruments, agreements and other documents
contemplated hereby contain the entire agreement between the parties hereto with
respect to the transactions contemplated hereby.

          (c)
Further Assurances. After the Closing, each of the parties hereto shall
hereafter, at the reasonable request of the other party hereto, execute and
deliver such other instruments of transfer and further documents and agreements,
and do such further acts and things as may be necessary to carry out the
provisions of this Agreement. If after the Closing 

11




Seller receives any cash, checks or other property constituting
Transferred Assets or any proceeds of the Transferred Assets, Seller will
promptly forward the same to Buyer.

          (d)
Waiver. Any term or condition of this Agreement may be waived at any time
by the party thereto which is entitled to the benefit thereof, but such waiver
shall only be effective if evidenced by a writing signed by such party. A waiver
on one occasion shall not be deemed to be a waiver of the same of any other
breach on a future occasion.

          (e)
Amendment. Except as otherwise expressly provided herein, this Agreement
may be amended only by a writing signed by all the parties hereto.

          (f)
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. Each party hereto may
deliver its signature page by facsimile transmission, and any such facsimile of
a signature page to this Agreement shall be treated as an original signature
page for all purposes under this Agreement.

          (g)
Binding Agreement; Assignment; No Third Party Beneficiaries. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement may
not be assigned by any party hereto, without the prior written consent of the
other party. Any purported assignment without such consent shall be void.

          (h)
Costs and Expenses; Taxes. Seller and Buyer shall bear the costs and
expenses incurred by it in connection with the preparation, execution and
performance of this Agreement, and Buyer shall bear the costs of all (i)
personal property taxes, sales taxes and use taxes arising or to be paid by
Seller, the Lenders or the Buyer or otherwise in connection with the
transactions contemplated by this Agreement and (ii) fees, costs and expenses in
connection with the transfer of title to any of the Transferred Assets to Buyer,
whether in the nature of recording fees, transfer, documentary or stamp taxes,
or otherwise. Buyer hereby agrees to indemnify and hold the Seller and the
Lenders harmless from and against any and all claims, liability, costs and
expenses arising out of or in connection with the failure of the Buyer to pay
any such amount on a timely basis. The Seller shall be entitled to require the
payment of any such fees and taxes at or prior to the closing and as a condition
thereof.

          (i)
Headings. The headings in this Agreement are for convenience of reference
only and should not be deemed a part of this Agreement.

          (j)
Recitals. The recitals to this Agreement are hereby incorporated into
this Agreement and made a part hereof.

          (k)
Representations and Warranties. Notwithstanding anything to the contrary
contained in this Agreement or any other Transaction Document, the
representations and warranties made by Seller and Buyer hereunder in Sections
6(a), 6(b), 7(a) and 7(b) shall survive the Closing indefinitely, and all other
representations and warranties shall only survive the Closing until December 24,
2008, at which time such representations and warranties (other than those in
Sections 6(a), 6(b), 7(a) and 7(b)) shall terminate.

12




13.      CHOICE OF LAW, VENUE AND
JURY TRIAL WAIVER.

     THE VALIDITY OF THIS
AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED IN THE CITY OF CHICAGO, STATE OF ILLINOIS,
AND BUYER IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS. EACH OF BUYER
AND SELLER WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION. BUYER AND
SELLER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF BUYER AND
SELLER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

14.      SUBSEQUENT ASSET
PURCHASE.

     The Buyer hereby covenants and
agrees with the Seller that it shall, at any time prior to January 10, 2008,
upon not less than two (2) business days prior written notice from the Seller,
purchase Future Loans from the Seller at the applicable Future Loan Purchase
Price pursuant to the terms of an asset purchase agreement substantially in the
form of this Agreement.

- Remainder of Page Intentionally Left Blank; Signature Page
Follows -

13




     IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed on the date first above
written.

	 	SELLER: 
	 	 
	 	AGM, LLC, a Delaware
      limited liability 
	 	company 
	 	By:	
	 	Name: 
	 	Title: 
	 	 	  
	 	 	  
	 	BUYER: 
	 	 
	 	TEXAS AUTO CREDIT,
      INC., a Florida 
	 	corporation 
	 	 	  
	 	By:	 
	 	Name: 
	 	Title: